LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                              SOCIETYPOOL.COM, LLC


         This LIMITED LIABILITY COMPANY AGREEMENT (this  "Agreement"),  dated as
                                                          ---------
of May 10, 2000, is entered into among the parties listed on the signature pages
hereof.

                                    RECITALS
                                    --------

         A.  On  or  about  May  8,  2000,  the  Certificate  of  Formation  for
SocietyPool.com, LLC, a limited liability company under the laws of the State of
Delaware (the "Company"), was filed with the Delaware Secretary of State; and
               -------
         B.  The parties hereto desire to adopt and approve a limited liability
company agreement for the Company;

         NOW,  THEREFORE,  in consideration of the mutual  agreements  contained
herein, and for other good and valuable  consideration (the receipt and adequacy
of which are hereby  acknowledged),  the parties hereto, by this Agreement,  set
forth the limited  liability company agreement for the Company under the laws of
the State of Delaware.

                                    ARTICLE 1
                                    ---------
              Certain Defined Terms; Certain Rules of Construction

         1.1      Certain Defined Terms.  As used herein:
         ---

         "Act" means the Delaware  Limited  Liability  Company Act,  codified at
          ---
Delaware code Title 6, Sections 18.101 et seq.
                                       -- ---
         "Adjusted Capital Contribution" means, with respect to Point West as of
          -----------------------------
any date of determination, the Capital Contributions of Point West made pursuant
to Section  3.1.1,  increased by the amount of the Point West  Preferred  Return
                    ---------
accrued thereon  (computed  without regard to the limits on allocation set forth
in Section 6.1.2(a)), and reduced by the cumulative amounts distributed to Point
                          -------
West pursuant to Section 6.5.1.

         "Affiliate"  means,  as to any  Person,  any other  Person  directly or
          ---------
indirectly controlling, controlled by, or under common control with such Person.
The term "control," as used in the  immediately  preceding  sentence,  means the
          -------
possession,  whether  direct  or  indirect,  of the power to direct or cause the
direction of the management and policies of another Person.

         "Agreement" has the meaning set forth in the introduction hereto.
          ---------

         "Bankruptcy"  means:  (a) the filing of an application by a Member with
          ----------
any  federal,  state  or  local  authority  for the  appointment  of a  trustee,
receiver,  or custodian of such Person's  assets;  (b) the entry of an order for
relief with  respect to a Member in  proceedings  under the  federal  Bankruptcy
Code, as amended or superseded  from time to time; (c) the making by a Member of
a general  assignment  for the  benefit of  creditors  for the benefit of all or
substantially  all of such  Member's  creditors;  or (d) the  entry of an order,
judgment, or decree by any court of competent jurisdiction appointing a trustee,
receiver,  or custodian of

                                       1

<PAGE>


the assets of a Member due to a Member's insolvency,  unless the proceedings and
the Person appointed are dismissed within ninety (90) days.

         "Capital Account" means, as to any Member, the capital account that the
          ---------------
Company establishes and maintains for such Member pursuant to Section 3.4.

         "Capital Contribution" means as to any Member, the total amount of cash
          --------------------
and the fair  market  value of  property  (including  promissory  notes or other
obligations to contribute  cash or property)  contributed to the Company by such
Member pursuant to Section 3.1 or 3.2.

         "Certificate"  means the  Certificate  of Formation for the Company,  a
          -----------
copy of which is attached hereto as Exhibit A.
                                    ---------

         "Code" means the Internal Revenue Code of 1986 and any applicable
          ----
Regulations thereunder.

         "Company" has the meaning set forth in the recitals hereto.
          -------

         "Dissolution  Event" means, with respect to any Member,  one or more of
          ------------------
the following: (a) the death or insanity of such Member if such Member is at the
time party to an employment  agreement with the Company;  or (b) the Bankruptcy,
dissolution,  or  liquidation  of such  Member  if such  Member  holds a  Voting
Interest.

         "Economic  Interest"  means,  as to any  Member  and as of any  date of
          ------------------
determination,  such  Member's  economic  rights  in the  Company,  such  rights
identified  as the  percentage  equal to such  Member's  "Economic  Interest" on
Schedule I attached hereto,  as such Schedule I may be amended from time to time
in accordance with the provisions hereof.

         "Fiscal Year" means the Company's fiscal year, which is the calendar
          -----------
year.

         "Indemnified Person" has the meaning set forth in Section 10.1.
          ------------------

         "Initial  Membership  Interest" means with respect to any Member,  such
          -----------------------------
Member=s  Membership  Interest as of the  effective  date hereof as set forth on
Schedule I attached hereto.

         "Janes" means Robert M. Janes, an individual. Janes hereby notifies all
          -----
of the other parties  hereto that Janes is acquiring and treating his Membership
Interest(s)  as his sole and separate  property and not as part of any community
property or otherwise as part of any community estate.

         "Janes Employment  Agreement" means that certain Employment  Agreement,
          ---------------------------
dated as of even date herewith, between Janes and the Company.

         "Kahn" means Paul G. Kahn, an individual.
          ----

         "Kahn Employment  Agreement" means that certain  Employment  Agreement,
          --------------------------
dated as of even date herewith, between Kahn and the Company.

         "Launch  Business  Plan" means a detailed,  written  business  plan and
          ----------------------
budget,  prepared  by the Chief  Executive  Officer  of the  Company  and Janes,
setting forth, among other things: (a) such officers'  recommendations as to the
steps the Company should take to launch its products or services; (b) a detailed
breakdown of the projected uses of then remaining  Company funds; (c) a detailed
breakdown of the

                                       2

<PAGE>


projected uses of, and the requested  amount of, any new funds to be contributed
by Point West,  the amount of such  requested  funds not to exceed Three Million
Four  Hundred  Thousand  Dollars  ($3,400,000);  (d) a detailed  analysis of any
additional funding  requirements of the Company; and (e) such officers' detailed
business plan, including production and profit estimates and targets/goals.

         "Majority  Voting  Interest" means more than fifty percent (50%) of all
         ---------------------------
Voting Interests.

         "Manager" has the meaning set forth in Section 5.1.2.
          -------

         "Member"  means each Person who:  (a) is an initial  signatory  to this
          ------
Agreement,  has been admitted to the Company as a Member in accordance  with the
Certificate and this Agreement,  or is an assignee who has been substituted as a
Member  (whether as to such Member's  Economic  Interest or Voting  Interest) in
accordance with Article 7; and (b) is not the subject of a Dissolution Event.

         "Membership  Interest" means, as to any Member, the percentage interest
          --------------------
set forth opposite the name of such Member under the columns "Member's  Economic
Interest"  and/or  "Member's  Voting  Interest,"  as  applicable,  on Schedule I
                                                                      ----------
attached  hereto,  as  such  percentage(s)  may be  adjusted  from  time to time
pursuant to the terms hereof.

         "Net  Profits"  and  "Net  Losses"  means  the  income,   gain,   loss,
          ------------         -----------
deductions, and credits of the Company in the aggregate or separately stated, as
appropriate,  determined in accordance with the method of accounting used in the
preparation of the Company's partnership tax return filed for federal income tax
purposes.

         "Nonrecourse Liability" shall have the meaning set forth in Regulations
          ---------------------
Section 1.752-1(a)(2).

         "Person" means an individual, general partnership, limited partnership,
          ------
limited liability company,  corporation,  trust,  estate, real estate investment
trust,   association,   organization,   including  a  government   or  political
subdivision or an agency or instrumentality thereof, or any other entity.

         "Point  West"  means  Point  West  Capital   Corporation,   a  Delaware
          -----------
corporation.

         "Point  West  Carryforwards"  has the  meaning  set  forth  in  Section
          --------------------------
6.1.2(a).

         "Point West  Preferred  Return"  means for any taxable year (or portion
          -----------------------------
thereof)  during the term hereof,  an amount equal to a return of seven one-half
percent (7.50%) per annum,  compounded  annually,  on the amount of its Adjusted
Capital Contribution as of the close of each fiscal year of the Company.

         "Reduction Ratio" means, as of any date of  determination,  a fraction,
          ---------------
the numerator of which is the amount of Capital Contributions made by Point West
pursuant to Section 3.1.1 prior to such date,  and the  denominator  of which is
the Threshold Contribution Amount.

         "Regulations"  means,  unless the context clearly indicates  otherwise,
          -----------
the federal income tax code regulations currently in force as final or temporary
that have  been  issued  by the U.S.  Department  of  Treasury  pursuant  to its
authority under the Code.

         "Royalty  Agreement"  means that certain  Business  License  Agreement,
          ------------------
dated as of November 1, 1999, between First Life Cooperative,  LLC, a New Mexico
limited  liability  company,  and CDP, LLC (a/k/a CDP  Enterprises,  LLC), a New
Mexico limited liability  company,  as amended through and including the date of
this Agreement, a copy of which is attached hereto as Exhibit B.
                                                      ---------

                                       3

<PAGE>


         "Securities Act" means the Securities Act of 1933.
          --------------

         "Threshold Contribution Amount" means the sum of: (a) Two Million Seven
          -----------------------------
Hundred  Seventy  Thousand  Dollars  ($2,770,000)  plus (b) that  portion of the
Capital  Contributions  requested in the Launch  Business Plan that are actually
made by Point West to the Company pursuant to Section  3.1.1(c);  provided that,
if Point  West does not make the  Capital  Contribution  referenced  in  Section
3.1.1(b),  then  "Threshold  Contribution  Amount"  shall mean Five  Million Six
Hundred Seventy Thousand Dollars ($5,670,000).

         "Transaction" has the meaning set forth in Section 7.5.1.
          -----------

         "Transfer Notice" has the meaning set forth in Section 7.5.1.
          ---------------

         "Vested Bonus" means,  as of any date of  determination,  any bonus not
          ------------
yet paid to an  employee  of the  Company  to the  extent  that  all  conditions
precedent to the payment thereof have been satisfied.

         "Voting  Interest"  means,  as to any  Member  and as of  any  date  of
          ----------------
determination, such Member's voting interest in the Company, such interest being
the  percentage  identified  as such  Member's  "Voting  Interest" on Schedule I
attached  hereto,  as  such  Schedule  I may be  amended  from  time  to time in
accordance with the provisions hereof.

         1.2 Certain Rules of Construction. References to the plural include the
             -----------------------------
singular  and to the  singular  include  the  plural.  References  to any gender
include any other gender.  The part includes the whole.  The term "including" is
not  limiting,  and the term "or" has,  except where  otherwise  indicated,  the
inclusive  meaning  represented  by the  phrase  "and/or."  The words  "hereof,"
"herein,"  "hereby," and "hereunder," and any other similar words, refer to this
Agreement  as a whole and not to any  particular  provision  of this  Agreement.
Section,  subsection,  clause,  exhibit,  and  schedule  references  are to this
Agreement unless otherwise indicated. Section, subsection,  clause, exhibit, and
schedule  headings are for convenience of reference only, shall not constitute a
part of  this  Agreement  for any  other  purpose,  and  shall  not  affect  the
construction  of this  Agreement.  Any reference to this  Agreement or any other
agreement,   document,   or  instrument  includes  all  permitted   alterations,
amendments, changes, extensions, modifications, renewals, or supplements thereto
or thereof,  as applicable.  Any reference  herein to the Code, the Regulations,
the  Act,  the  Securities  Act or  other  statutes  or laws  will  include  all
amendments,   modifications,  or  replacements  of  the  specific  sections  and
provisions concerned.  Each exhibit and schedule attached hereto is incorporated
herein by this reference.


                                       4

<PAGE>


                                    ARTICLE 2
                                    =========
                           Organization of the Company
                           ===========================

         2.1  Formation.  Pursuant to the Act, the Members have formed a limited
              ---------
liability  company  under  the  laws of the  State of  Delaware  by  filing  the
Certificate  with  the  Delaware  Secretary  of State  and  entering  into  this
Agreement. The rights and liabilities of the Members shall be as provided in the
Act,  except  as  specifically  modified  by this  Agreement.  If the  rights or
obligations  of any  Member are  different  by reason of any  provision  of this
Agreement  than  they  would be in the  absence  of such  provision,  then  this
Agreement shall, to the extent permitted by the Act, control.

         2.2  Name. The name of the Company shall be "SocietyPool.com, LLC."
              ----

         2.3 Term.  The term of this  Agreement  shall be  co-terminus  with the
             ----
period of duration of the Company provided in the  Certificate,  unless extended
or sooner terminated as hereinafter provided.

         2.4 Office and Agent.  The  principal  place of business of the Company
             ----------------
shall be  located  at Reno,  Nevada  or such  other  place  as the  Company  may
determine  from time to time.  The  registered  agent  shall be as stated in the
Certificate  or as otherwise  determined by the Manager,  and the Manager,  may,
from  time  to  time,  change  the  registered  agent  (or its  office)  through
appropriate filings with the Delaware Secretary of State.

         2.5 Addresses of the Members and the Manager.  The respective addresses
             ----------------------------------------
for each Member and for the Manager are set forth on Schedule I attached hereto,
                                                     ----------
as such  Schedule  I may be  amended  from time to time in  accordance  with the
provisions of this Agreement.

         2.6 Purpose of Company.  The purpose of the Company is to engage in any
             ------------------
lawful activity for which a limited liability company may be organized under the
Act. Notwithstanding the foregoing, the Company shall not engage in any business
other than that set forth on Exhibit C attached hereto and  incorporated  herein
                             ---------
by this reference.

                                       5

<PAGE>


                                    ARTICLE 3
                                    =========
                            Contributions to Capital
                            ========================

         3.1  Initial   Capital   Contributions.   Members  shall  make  initial
contributions as follows and shall receive in exchange  therefore the Membership
Interest set forth opposite such Member=s name on Schedule I attached hereto:
                                                  ----------

                  3.1.1    Initial Point West Contributions.  Subject to Section
                           --------------------------------
         4.4:

                           (a) Point West shall  contribute  to the  Company One
         Million Seven Hundred Seventy Thousand Dollars ($1,770,000) within five
         (5) calendar days of the  execution  and delivery of this  Agreement by
         all of the parties listed on the signature pages hereof,  which amounts
         shall be used by the Company for the following purposes: (i) the making
         of a payment  in an amount  not to exceed One  Hundred  Sixty  Thousand
         Dollars  ($160,000)  under and  pursuant  to the  terms of the  Royalty
         Agreement;  (ii) the  reimbursement  of  pre-formation  expenses of the
         Company incurred by Janes and Kahn  individually in a maximum aggregate
         amount not to exceed One Hundred Thousand Dollars ($100,000); (iii) the
         payment of the legal fees,  costs and  expenses  assumed by the Company
         under Section  3.6(a);  and (iv) the funding of the Company's  research
         and start-up costs in respect of its business operations.

                           (b)  Point   West  may  in  its  sole  and   absolute
         discretion (without having any obligation whatsoever) contribute to the
         Company One Million Dollars  ($1,000,000)  within fifteen (15) calendar
         days following receipt by Point West of a detailed,  written management
         report prepared by the Chief Executive  Officer and Janes  recommending
         that the Company  commence test  marketing of its business  operations,
         such funds to be used by the Company to fund such test marketing over a
         period of approximately two to four months.

                           (c)  Point   West  may  in  its  sole  and   absolute
         discretion (without having any obligation whatsoever) contribute to the
         Company  not less than the  greater  of (i) Two  Million  Four  Hundred
         Thousand  Dollars  ($2,400,000)  and (ii) the amount  requested  in the
         Launch  Business  Plan (which  requested  amount shall not exceed Three
         Million Four Hundred  Thousand  Dollars  ($3,4000,000))  within fifteen
         (15)  business  days  following  receipt  by Point  West of the  Launch
         Business Plan; such funds, if contributed by Point West,  shall be used
         by the  Company  solely  to  fund  the  Company's  continuing  business
         operations, including, without limitation, the launch by the Company of
         its  products or  services,  all in  substantial  conformance  with the
         Launch Business Plan.

         All such Capital Contributions shall be entitled to earn the Point West
Preferred Return pursuant to the terms of this Agreement from and after the date
when made.

                  3.1.2  Initial  Contributions  by  Other  Members.  All of the
                         ------------------------------------------
Members  listed on the  signature  page  hereof  other  than  Point  West  shall
contribute  to  the  Company  all  their  interest  in any  agreements,  rights,
intellectual  property,  written  presentations  or other  written or electronic
materials  previously  developed or collected by them in respect of the business
of the Company. It is agreed by the parties that such property will be deemed to
have no value for  purposes  of  Capital  Account  computations  hereunder.  The
parties hereto  acknowledge  that Point West has certain  proprietary  insurance
tracking  software,  which was not  developed  in respect of the business of the
Company,  which  Point West will lease to the Company for $1.00 per year so long
as Point West is the Manager of the Company.

                                       6

<PAGE>


         3.2  Additional  Contributions.  If the Manager or any Member holding a
              -------------------------
Voting Interest  determines that additional  funds are required or advisable for
the  operation of the business of the  Company,  the Manager may (and,  upon the
written request of any such determining Member holding a Voting Interest, shall)
request  additional  Capital  Contributions  from the Members  holding  Economic
Interests.  Such  request  shall be in writing and shall  indicate  the purpose,
amount, timing and terms of the additional Capital Contributions being requested
and such other information as such Members may reasonably request.  For a period
of five (5)  calendar  days  following  the  making of any such  request  by the
Manager,  all Members having  Economic  Interests shall have the opportunity but
not the obligation to participate in the making of such Capital Contributions on
a pro rata basis in accordance  with their  Economic  Interests;  failure by any
such Member to respond  within such time period shall be deemed to  constitute a
refusal by such Member to participate in the making of such  additional  Capital
Contributions.   If,  at  the  time  of  such  request  for  additional  Capital
Contributions,  a Member  holding an Economic  Interest  is also  employed as an
officer of the Company,  such Member may, as part or full  satisfaction  of such
Member's share of such additional Capital Contributions, forego all or a part of
such Member's  salary and/or Vested Bonuses (in each case, net of all taxes that
would  have  otherwise  been  withheld  therefrom)  from  the  Company  for  the
immediately following twelve month period. Except as provided by the immediately
following  sentence of this  Section 3.2 with  respect to Capital  Contributions
made by the  Manager  or by all or any of the  Members  under the  circumstances
described therein, no Capital Contributions in addition to those provided for in
Section  3.1.1 shall be  accepted  absent  approval of the terms  thereof by the
Members holding 100% of the Voting  Interests.  If the Members do not consent to
or otherwise make the additional Capital Contributions requested by the Manager,
then the Manager or any Member(s)  may, in its (or their,  as  applicable)  sole
discretion,  lend or  contribute  capital to the Company on such terms as it (or
they, as applicable) deem(s) appropriate without the consent of any of the other
Members so long as: (a) the  proponent of such  funding  plan (the  "Proponent")
delivers  written notice to all Members (and the Manager,  if the Manager is not
the Proponent) of the amount which it will lend or contribute to the Company, as
well as the terms and time  period for the making of such loan or  contribution;
and (b) within  forty-five  (45)  calendar  days  following the delivery of such
written  notice,  no Member,  or no group of  Members,  notifies  the Manager in
writing that it or they will lend money to or make Capital  Contributions to the
Company in the same amount,  on the same or more favorable  terms and within the
same time period set forth in the notice given pursuant to the foregoing  clause
(a) (it being  understood  and agreed  that a loan  provided  at a  commercially
reasonable rate of interest  constitutes  "more favorable  terms" than a capital
contribution  resulting in an equity dilution).  If a Member or group of Members
provides  such loan amount or Capital  Contributions  pursuant to the  foregoing
clause  (b),  then the  Company  shall  accept (on the terms and within the time
period specified in the writing delivered  pursuant to the foregoing clause (b),
such loan  amount or  Capital  Contributions  in lieu of those  proposed  by the
Proponent.  In accordance with Section 3.4, each Member=s  Capital Account shall
be credited for any additional  Capital  Contributions  made in accordance  with
this  Section  3.2, and the  Membership  Interests,  as reflected on Schedule I,
                                                                     ----------
shall be adjusted  if and as agreed upon by the Members (to the extent  required
hereby) to reflect the new relative  Membership  Interests of the Members. In no
event may the Manager or any Member use the  provisions  of this  Section 3.2 to
permit or require an infusion of additional capital which exceeds the reasonable
needs of the  Company in light of the  Company's  assets,  sources of  available
funds (if any),  and/or  expected  revenues,  costs,  expenses  or  profits  (as
reflected  in the  Launch  Business  Plan or any other  business  plan or budget
adopted by the Company) over the twelve (12) month period immediately  following
any determination by such Person that additional funds are required or advisable
for the operation of the business of the Company,  it being understood that this
Section 3.2 is intended to be used to address  unanticipated  cash flow problems
of the Company and not the Company's ordinary  capitalization;  without limiting
the generality of the foregoing, in the event that, prior to the infusion of any
capital pursuant to this Section 3.2, such  unanticipated  cash flow problems of
the Company are resolved or are  otherwise  cured,  then neither the Manager nor
any Member may provide any capital to the Company pursuant to this Section 3.2.

                                       7

<PAGE>


         3.3 Liability for Promised Contributions. Except as otherwise expressly
             ------------------------------------
provided  herein,  a Member  is  obligated  for any  promise  to make a  Capital
Contribution,  even if the Member is unable to perform for any reason (including
death or disability).

         3.4 Capital Accounts. The Company shall establish an individual Capital
             ----------------
Account for each Member.  If a Member  transfers  all or a part of such Member's
Membership  Interest  in  accordance  with this  Agreement,  then such  Member's
Capital Account attributable to the transferred  Membership Interest shall carry
over to the new owner of such Membership Interest. Each Member's Capital Account
shall equal the value of the Capital Contribution  initially made by it pursuant
to  Section  3.1 and shall be (a)  increased  by the  amount of (i) Net  Profits
                                   ---------
allocated to the Member and (ii) any  subsequent  Capital  Contributions  by the
Member to the Company in  accordance  with Section 3.2, and (b) decreased by the
                                                                ---------
amount of (i) Net Losses  allocated to the Member and (ii) all cash and property
distributed to the Member. Each Capital Account shall be kept in accordance with
the  applicable  Regulations  promulgated  under Section  704(b) of the Code. No
Member has any obligation to restore,  or make  contributions  to the Company to
restore, a deficit balance in such Member=s Capital Account.

         3.5 No Interest; Return of Contributions. Except as otherwise expressly
             ------------------------------------
provided in this Agreement,  no Member shall be entitled to receive any interest
on such Member=s  Capital  Contributions,  and no Member shall have the right to
receive  the  return of any  Capital  Contribution  or any  withdrawal  from the
Company.

         3.6  Organizational  Costs.  Upon the  execution  and  delivery of this
              ---------------------
Agreement  by all of the  parties  hereto,  the  Company  shall:  (a) assume the
obligations  of Janes  and/or Kahn in respect of legal fees,  costs and expenses
incurred by them and related to the development,  establishment  and/or business
of the Company, in an aggregate amount equal to Twenty-Nine Thousand One Hundred
Sixty-One and 98/100 Dollars ($29,161.98), which amount the Company shall pay or
cause to be paid within  thirty (30) calendar days of the execution and delivery
of this Agreement by all of the parties hereto so long as all invoices  relating
to the  payment  of such  amount  have been  delivered  by Janes and Kahn to the
Company;  and (b) pay or caused to be paid Fifty Thousand  Dollars  ($50,000) to
Janes and Fifty Thousand Dollars  ($50,000) to Kahn as  reimbursement  for their
other  out-of-pocket  expenses  incurred in connection  with the development and
establishment  of the Company or advanced by them with respect to the Company on
or before the date of execution of this Agreement.


                                       8

<PAGE>


                                    ARTICLE 4
                                    =========
                    Certain Rights and Liabilities of Members
                    =========================================

         4.1 Limited Liability. Except as required under the Act or as expressly
             -----------------
set forth in this Agreement,  no Member shall be personally liable for any debt,
obligation,  or liability of the Company,  whether that  liability or obligation
arises in contract, tort, or otherwise.

         4.2 Admission of Additional Members. Subject to Section 4.9 and Article
             -------------------------------
7, the Manager  may admit  additional  members to the  Company.  Any  additional
Members  shall  obtain   Membership   Interests  and  will  participate  in  the
management,  Net Profits,  Net Losses,  and distributions of the Company on such
terms  as  are  provided   herein  and  as  may  be  approved  by  the  Members.
Notwithstanding  the  foregoing,  substitute  members  may only be  admitted  in
accordance with Article 7.

         4.3 Withdrawals or Resignations.  A Member, upon notice to the Company,
             ---------------------------
may  withdraw or resign from the Company,  but such  withdrawal  or  resignation
shall not release such Member from any debts or  obligations  such Member has to
the  Company,  to the Manager or any other  Member.  The Voting  Interests  of a
Member who resigns or  withdraws  shall be allocated  to each  remaining  Member
holding a Voting  Interest in direct  proportion to the ratio that such Member's
Voting Interest  immediately  prior to such  allocation  bears to the sum of the
Voting Interests of all remaining Members  immediately prior to such allocation.
The Economic  Interests of a Member who resigns or withdraws  shall be allocated
to each remaining  Member holding an Economic  Interest in direct  proportion to
the  ratio  that  such  Member's  Economic  Interest  immediately  prior to such
allocation bears to the sum of the Economic  Interests of all remaining  Members
immediately prior to such allocation.

         4.4  Certain Changes to Membership Interests.
              ---------------------------------------

                  4.4.1  Adjustment  of  Membership  Interests.  Notwithstanding
                         -------------------------------------
anything to the contrary contained in Section 7.5, if Point West does not make a
Capital Contribution  required or permitted to be made by it pursuant to Section
3.1.1 at or above the level  specified  therein  on or before  the date on which
such  contribution  is  required  or  permitted  to be made,  then,  on the next
succeeding calendar day:

                           (a)  (i)  Point  West's  Membership   Interest  shall
         automatically  be reduced  to the  product  of:  (A) its then  existing
         Membership  Interest and (B) the Reduction  Ratio;  and (ii) Point West
         shall have no further  right to make any  contributions  under  Section
         3.1.1;

                           (b) if the aggregate  Capital  Contributions  made by
         Point West on or before  such day is less than Two  Million Six Hundred
         Thousand Dollars  ($2,600,000),  then the Economic  Interest of Michael
         London  ("London") will be automatically  reduced to an amount equal to
         the product of (i) such  Person's  Economic  Interests  as reflected on
         Schedule  I  attached  hereto on the  beginning  of such day and (ii) a
         fraction,  the  numerator  of  which  shall  be the  aggregate  Capital
         Contributions  made  by  Point  West  on or  before  such  day  and the
         denominator of which shall be $2,600,000; and

                           (c) the  amount,  if any,  by  which  the  Membership
         Interest of Point West is reduced  pursuant to Section  4.4.1(a) and/or
         the Economic Interest of London is reduced pursuant to Section 4.4.1(b)
         shall  automatically  be allocated as follows:  (i) 65 % to Janes;  and
         (ii) 35% to Kahn.

         Notwithstanding  anything to the contrary  contained in this Agreement:
(y) if the Voting  Interest  of Point West,  upon  application  of this  Section
4.4.1, is reduced below fifty-one percent (51%), Kahn

                                       9

<PAGE>


shall  immediately  succeed to the  position  of Manager and Point West shall be
deemed to have simultaneously  resigned from such position,  it being understood
and agreed that such  appointment of Kahn as Manager shall not, and shall not be
deemed to,  violate any  provision of this  Agreement  or negate his  employment
agreement with the Company;  and (z) no reduction in the Membership  Interest of
Point West pursuant to this Section 4.4.1 shall alter the right of Point West to
the Point West Preferred  Return as to all Capital  Contributions  made by Point
West.

                  4.4.2  Adjustments  and  Amendments to Schedule I. The Manager
                         ------------------------------------------
shall  promptly  amend  Schedule I attached  hereto to  reflect  all  changes in
Economic  Interests or Voting Interests of the Members  (irrespective of whether
effected pursuant to this Section 4.4 or otherwise).

         4.5  Repurchase  of a Membership  Interest.  Upon the  occurrence  of a
              -------------------------------------
Bankruptcy with respect to any Member (any such occurrence,  a "Subject Event"):
(a) the subject Member's Voting Interest shall automatically  terminate; and (b)
each  remaining  Member  holding an  Economic  Interest  shall have the right to
purchase a portion of the Membership  Interest of the subject Member at the fair
value  thereof  on a pro rata  basis  based on the  ratio  that  such  remaining
Member's  Economic  Interests bears to the sum of the Economic  Interests of all
remaining  Members  who desire to  purchase a portion  of the  subject  Member's
Membership  Interests.  Each  Member who  desires  to  purchase a portion of the
subject  Member's  Membership  Interests must notify the Manager and the subject
Member or such Person's estate or representative, as applicable, of its election
to so purchase  within ten (10) calendar days of the  occurrence of such Subject
Event and shall consummate its purchase within  forty-five (45) calendar days of
such Subject  Event.  Failure to exercise such right of purchase shall not limit
any right of first refusal otherwise available under this Agreement. Each Member
acknowledges  and  agrees  that this  provision  is not  unreasonable  under the
circumstances  existing  as of the date  hereof  (or as of the date such  Member
becomes a party hereto).

         4.6  Transactions  with  the  Company.   Notwithstanding  that  it  may
              --------------------------------
constitute  a  conflict  of  interest,  any  Member,  or  any of  such  Member=s
Affiliates,  may engage in any transaction  with the Company  (including  making
loans  or  causing  loans  to be  made to the  Company)  so long  as:  (a)  such
transaction  is not expressly  prohibited by this  Agreement;  (b) the terms and
conditions of such transaction,  on an overall basis, are fair and reasonable to
the  Company  and are at least as  favorable  to the  Company  as those that are
generally  available from Persons,  not Members (or their  Affiliates),  dealing
with the Company on an arms-length  basis; (c) the nature of such transaction is
fully  disclosed  to the  Members  holding  Voting  Interests;  and (d) any such
transaction that involves a contract for services is approved by Members holding
66.67% of the Voting Interests and not otherwise the subject of Section 4.5.

         4.7 Remuneration to Members.  Except as otherwise specifically provided
             -----------------------
herein,  no  Member is  entitled  to  remuneration  for  acting  in the  Company
business,  subject to the  entitlement of Members  winding up the affairs of the
Company to reasonable compensation pursuant to Section 9.3.

         4.8 Members Are Not Agents.  The management of the Company is vested in
             ----------------------
the Manager. The Members shall have no power to participate in the management of
the Company except as expressly  authorized by this Agreement or the Certificate
and  except  as  expressly  required  by the  Act.  Unless  expressly  and  duly
authorized in writing to do so by the Manager, no Member shall have any power or
authority  to bind or act on  behalf  of the  Company  in any way (as  agent  or
otherwise).

         4.9 Voting Rights.  Except as otherwise  specifically  provided herein,
             -------------
Members shall have no voting,  approval,  or consent  rights.  No Member holding
Economic Interests but not Voting Interests shall be entitled to vote hereunder.
A Member holding Voting  Interests may vote either in person or by written

                                       10

<PAGE>


proxy  or  consent  signed  by such  Member  or such  Member=s  duly  authorized
attorney-in-fact.  Members  holding  Voting  Interests  shall  have the right to
approve  or  disapprove  matters  as  specifically  stated  in  this  Agreement,
including the following:

                  4.9.1  Supermajority  Approval.  The  following  matters shall
                         -----------------------
require the vote,  approval or consent of Members  holding  66.67% of the Voting
Interests and who are not otherwise the subject of Section 4.5: (a) any transfer
of a Voting  Interest  other than a transfer of a Voting  Interest (i) without a
corresponding transfer of an Economic Interest,  which transfer shall be subject
to Section 4.9.3 or (ii)  effected by virtue of the operation of Section  4.4.1;
(b) any  transfer of an Economic  Interest  other than a transfer of an Economic
Interest (i) otherwise  permitted  under Article 7 or (ii) effected by virtue of
the operation of Section 4.4.1; (c) a change in the business of the Company from
that  provided  for in Section  2.6;  (d) the  admission  of a new member to the
Company  except as  otherwise  permitted by Article 7, if such  admission  would
result in a dilution of any Member's Economic Interest or Voting Interest; (e) a
merger or  consolidation  of the Company or a sale of  substantially  all of the
Company's  assets;  (f) any amendment of the  Certificate or this Agreement that
could have a material adverse effect on the Economic Interest or Voting Interest
of a  Member;  (g) a  decision  to enter  into a  contract  or other  obligation
involving  an  obligation  on the  part  of  the  Company  to  pay or  guarantee
indebtedness  of, or to provide  services having a value or cost of, One Hundred
Thousand Dollars ($100,000) or more; (h) a decision to compromise the obligation
of a Member to make a Capital  Contribution  or return money or property paid or
distributed  in  violation  of the Act;  (i) the  declaration  or  making of any
payment  or  distribution  not  contemplated  by Article 6 (except to the extent
prohibited by Section 6.7) or the  prohibition  of the  declaration or making of
any  payment  or  distribution  otherwise  contemplated  by  Article  6; (j) the
dissolution  or winding up of the  Company,  including  any  decision  to file a
voluntary proceeding,  or acquiesce to the filing of an involuntary  proceeding,
with respect to the Company under the federal Bankruptcy Code; (k) a decision to
approve any annual business plan or budget for the Company;  (l) a change in the
location of the principal place of business of the Company;  (m) the granting or
permitting of access, to any Member not having Voting Interests, to the customer
identification  information of any Person to whom the Company provides  products
or  services;  (n)  participation  by the Company in the profits of any customer
pool to be  established by any Person to whom the Company  provides  products or
services;  (o) for a two year period after the execution of this Agreement,  the
approval of a new Chief Executive Officer of the Company other than Kahn; or (p)
any other matter for which supermajority consent is specifically provided for in
this Agreement. Prior to taking any action taken pursuant to an affirmative vote
under subsections (e) or (j) above, the dissenting  Members shall have the right
to  propose,  within  thirty  (30)  days  of  such  vote,  a  more  economically
advantageous alternative to the proposed action. If such a proposal is made, the
Members shall hold a meeting in accordance with Section 4.10 to discuss and vote
on it.  Notwithstanding  this  Section  4.9.1  or any  other  provision  of this
Agreement,  the  extension or renewal of the Janes  Employment  Agreement or the
Kahn Employment  Agreement,  on terms  substantially  the same as those included
therein, may be undertaken by the Manager in its discretion.

                  4.9.2  Unanimous  Approval.  Any  amendment  of Section 4.4 or
                         -------------------
Section 6.7, any transfer of a Voting Interest without a corresponding  transfer
of an Economic  Interest,  or any other provision herein that expressly requires
the  approval or consent of all  Members  may only be made with the  approval or
consent of all Members holding a Voting Interest.

                  4.9.3 Approval by Members Holding a Majority Voting  Interest.
                        -------------------------------------------------------
Except as set forth in Sections 4.9.1 and 4.9.2 or otherwise provided herein, in
all other  matters  in which a vote,  approval  or  consent  of the  Members  is
required,  the vote,  consent,  or approval of Members holding a Majority Voting
Interest (or, in instances in which there are defaulting or interested  members,
non-defaulting or disinterested  Members, as applicable,  who hold a majority of
the Voting Interests held by all

                                       11

<PAGE>


non-defaulting or disinterested,  as applicable, Members) shall be sufficient to
authorize or approve such act.

         4.10     Meetings.
                  --------

                  4.10.1 Meetings of Members. Meetings of Members holding Voting
                         -------------------
Interests for any proper purpose may be called at any time and from time to time
by any Member.  Such Members may participate in any meeting through the use of a
conference telephone or similar  communications  equipment by means of which all
individuals  participating  in  the  meeting  can  hear  each  other,  and  such
participation  shall constitute  presence in person at the meeting.  The Company
shall give written notice of the date, time, place and purpose of any meeting to
all such  Members at least ten (10) days and not more than sixty (60) days prior
to the date  fixed for the  meeting.  Notice  may be waived by any such  Member,
which waiver will be in writing.

                  4.10.2 Consent of Members. Any action required or permitted to
                         ------------------
be taken at any annual or special  meeting of Members  holding Voting  Interests
may be taken by a written  consent  without a meeting,  without prior notice and
without a vote.  The  written  consent  shall set forth the  action so taken and
shall be signed by such Members having not less than the minimum number of votes
that would be  necessary  to authorize or take such action at a meeting at which
all Members  entitled to vote thereon were present and voting.  Prompt notice of
the taking of action by written  consent  shall be given to all such Members who
did not sign the written consent.

                                       12

<PAGE>


                                    ARTICLE 5
                                    =========
                      Management and Control of the Company
                      =====================================

         5.1      Management of the Company by the Manager.
                  ----------------------------------------

                  5.1.1  Exclusive   Management  by  the  Manager.   Except  for
                         ----------------------------------------
situations  in which the  approval of the Members is  expressly  required by the
Certificate  or this  Agreement,  the  business,  property,  and  affairs of the
Company shall be managed exclusively by, or under the authority of, the Manager.
The  Manager  may,  from time to time,  appoint  Persons to act on behalf of the
Company and may hire  employees and agents and appoint  officers to perform such
functions as from time to time shall be delegated to such employees, agents, and
officers by the Manager.  Subject to the terms hereof  (including  Section 4.6),
the Manager may, from time to time, determine the compensation of any employees,
agents,  or  officers of the Company or may  delegate  some or all  compensation
decisions to officers or  employees of the Company.  Pursuant and subject to the
terms and  conditions  of the Janes  Employment  Agreement,  the Manager  hereby
appoints  Janes as the Assistant  Secretary of, and Special  Consultant  to, the
Company. Pursuant and subject to the terms and conditions of the Kahn Employment
Agreement,  the Manager  hereby  appoints  Kahn as the initial  Chief  Executive
Officer of the Company.

                  5.1.2  Initial  Manager;  Term.  The initial  Manager shall be
                         -----------------------
Point  West.  The  Manager  shall hold office  until the  effective  date of the
earlier of its resignation or removal hereunder.  Any new or replacement Manager
shall be elected by the  affirmative  vote or written consent of Members holding
66.67%  of the  Voting  Interests,  which  consent  shall  not  be  unreasonably
withheld.  The Manager need not be a Member,  an  individual,  a resident of the
State of Delaware, or a citizen of the United States.

                  5.1.3  Resignation.  The  Manager  may  resign  at any time by
                         -----------
giving written notice to the Members holding Voting Interests  without prejudice
to the rights, if any, of the Company under any contract to which the Manager is
a party;  provided  that,  if the Manager is also a Member,  then the  Manager=s
          --------
resignation  shall not affect the  Manager's  rights as a Member or constitute a
withdrawal of such Member and provided  further that,  unless the Manager cannot
                              --------  -------
act as a  matter  of  law,  no  such  resignation  shall  be  effective  until a
replacement manager has been appointed. The Manager shall immediately tender its
resignation  upon  any  transfer  for  value  (other  than  by  way  of  general
encumbrance,  pledge,  lien or the like or pursuant to Section 7.4) and upon any
admission of a substitute Member as to all or substantially all of the Manager's
Membership Interest (other than pursuant to Section 7.4).

                  5.1.4  Removal.  The  Manager  may be removed  with or without
                         -------
cause by the affirmative  vote of Members  holding a Majority  Voting  Interest;
provided  that,  if the Manager is also a Member,  then such  removal  shall not
--------
affect the  Manager=s  rights as a Member or  constitute  a  withdrawal  of such
Member and provided  further that,  unless the Manager cannot act as a matter of
           --------  -------
law, no such removal  shall be effective  until a  replacement  manager has been
appointed.

                  5.1.5 Standard of Operations. The Manager shall, to the extent
                        -----------------------
practicable, consistent with its responsibilities and those of the Company under
this  Agreement,  and  adhering to  professional  lending and credit  standards,
manage  the  Company  as an  operating  entity  independent  from  its  Members.
Notwithstanding the foregoing,  if the Manager is also a Member, nothing in this
provision  shall be  construed  so as to impose an economic  obligation  on such
Member other than that imposed on Members generally under this Agreement.

                                       13

<PAGE>


         5.2 Performance of Duties:  Liability of the Manager. The Manager shall
             ------------------------------------------------
carry out its duties hereunder in good faith and with reasonable  care.  Subject
to the  foregoing,  the  Manager  shall not be liable to the  Company  or to any
Member for any loss or damage sustained by the Company or any Member, unless the
loss or damage shall have been the result of fraud,  deceit,  gross  negligence,
willful or reckless misconduct, or a knowing violation of law by the Manager. In
performing  its duties,  the Manager  shall be entitled to rely on  information,
opinions,  reports,  or  statements,  including  financial  statements and other
financial data, from officers, agents, attorneys,  accountants, or other Persons
employed by the Company or the Manager,  unless it has knowledge  concerning the
matter in question that would cause such reliance to be unwarranted.

         5.3 Devotion of Time. The Manager is not obligated to devote all of its
             ----------------
time or business efforts to the affairs of the Company. The Manager shall devote
whatever time,  effort,  and skill as it reasonably  deems  appropriate  for the
operation of the Company.

         5.4  Competing  Activities.  While acting as Manager of the Company and
              ---------------------
for 18 months thereafter, the Manager and its officers, directors, shareholders,
partners,  members, managers, agents, employees, and Affiliates shall not engage
or invest in, independently or with others, any business activity of any type or
description  that might be the same as or similar to the  Company's  business as
described  in the second  sentence of Section 2.6 and that might be in direct or
indirect  competition  with  the  Company.  Notwithstanding  the  foregoing,  no
activity  involving  any of the following  shall be deemed to be in  competition
with the business of the Company: (a) the origination,  acquisition,  holding or
disposition of viatical settlements, (b) the acquisition, holding or disposition
of debt or equity securities of any public company or investment vehicle, or (c)
any  transactions  or programs  directly by the Manager or indirectly  through a
debtor of the  Manager  involving  the  extension  of  credit of any type  which
transactions or programs do not describe or promote activities that are the same
as or in  competition  with the  Company's  business as  described in the second
sentence  of Section  2.6.  The  Members  acknowledge  that the  Manager and its
Affiliates own or manage other businesses, including businesses that may compete
with the Company for the Manager's  time.  Except as provided in Section 5.3 and
this Section,  the Members hereby waive any and all rights and claims which they
may   otherwise   have  against  the  Manager  and  its   officers,   directors,
shareholders,  partners, members, managers, agents, employees, and Affiliates as
a result of any of such activities.

         5.5 Transactions  between the Company and the Manager.  Notwithstanding
             -------------------------------------------------
that it may  constitute a conflict of  interest,  the Manager may, and may cause
its Affiliates  to, engage in any  transaction  (including  the purchase,  sale,
lease,  or exchange of any  property or the  rendering  of any  service,  or the
establishment of any salary,  other compensation,  or other terms of employment)
with the Company so long as: (a) such transaction is not expressly prohibited by
this  Agreement;  and (b) the terms and  conditions of such  transaction,  on an
overall  basis,  are (i) fair and  reasonable to the Company and are at least as
favorable  to the Company as those that are  generally  available  from  Persons
capable of similarly performing them and in similar transactions between parties
operating  at arm's  length and (ii)  approved  in writing by Members  having no
interest in such  transaction  (other than their  interests as Members)  holding
more than a majority of the Voting Interests of all such Members,  which consent
shall not be unreasonably withheld.

         5.6 Payments to the Manager.  The Manager  shall not be entitled to any
             -----------------------
compensation for its services as Manager, but shall be reimbursed by the Company
for any reasonable  out-of-pocket  expenses incurred by the Manager on behalf of
the Company.

         5.7 Limited Liability of the Manager.  Except as required under the Act
             --------------------------------
or as expressly set forth in this Agreement, no Person who is a Manager shall be
personally liable under any judgment of a

                                       14

<PAGE>


court,  or in any other manner,  for any debt,  obligation,  or liability of the
Company,  whether that  liability or  obligation  arises in contract,  tort,  or
otherwise.

                                       15


<PAGE>


                                    ARTICLE 6
                                    =========
            Allocations of Net Profits, Net Losses and Distributions
            ========================================================

         6.1      Allocations of Net Profit and Net Loss.
                  --------------------------------------

                  6.1.1  Net  Loss.  Net  Loss for each  taxable  year  shall be
                         ---------
allocated as follows:

                           (a) First,  to the Members in  accordance  with their
         respective Economic Interests until the cumulative amount of Net Losses
         allocated to the Members  pursuant to this Section  6.1.1(a) equals the
         cumulative  amount of Net Profits  allocated to the Members pursuant to
         Section 6.1.2(c);

                           (b) Second, to Point West until the cumulative amount
         of Net Losses allocated to Point West pursuant to this Section 6.1.1(b)
         equals the sum of the cumulative  amount of Net Profits allocated to it
         pursuant to Section  6.1.2(a)  and (b) plus its  Capital  Contributions
         included for purposes of the Adjusted Capital Contribution; and

                           (c) Third,  to the Members in  accordance  with their
respective Economic Interests.

         Notwithstanding  the foregoing,  loss  allocations to a Member shall be
made only to the  extent  that such loss  allocations  will not create a deficit
Capital  Account  balance for that  Member.  Any loss not  allocated to a Member
because of the foregoing  provision  shall be allocated to the other Members (to
the extent the other  Members  are not limited in respect of the  allocation  of
losses under this Section 6.1.1).  Any loss reallocated under this Section 6.1.1
shall be taken into account in computing  subsequent  allocations  of income and
losses  pursuant  to this  Article  6, so that  the net  amount  of any  item so
allocated  and the income and losses  allocated to each Member  pursuant to this
Article 6, to the extent  possible,  shall be equal to the net amount that would
have  been  allocated  to each  such  Member  pursuant  to this  Article 6 if no
reallocation of losses had occurred under this Section 6.1.1.

                  6.1.2    Net Profit.   Net  Profit of   the  Company  for each
                           ----------
taxable year shall be allocated as follows:

                           (a) First,  to Point  West in an amount  equal to the
         sum  of  the  Point  West   Preferred   Return   plus  any  Point  West
         Carryforwards;  provided that, if the Company does not have  sufficient
                         --------
         Net Profits in a given year to make such  allocation in full,  then any
         shortfall  (the "Point West  Carryforwards")  shall be carried  forward
                          -------------------------
         indefinitely to the next taxable year or years in which Net Profits are
         sufficient to make such allocation;

                           (b)  Second,  to Point  West to the extent of any Net
         Losses allocated to Point West pursuant to Section 6.1.1(b); and

                           (c) Third,  to the Members in  accordance  with their
respective Economic Interests.

         6.2 Special  Allocations.  Notwithstanding  Section 6.1, if the Company
             --------------------
incurs a  Nonrecourse  Liability,  it shall  comply with the  special  provision
regarding  nonrecourse  deductions  and minimum  gain  chargebacks  set forth in
Regulation Section 1.704-2; provided that, if the Company incurs any Nonrecourse
                            --------
Liabilities  for which a Member  bears  the  economic  risk of loss,  deductions
attributable  to

                                       16

<PAGE>

such  liability  shall be allocated  to the Member  bearing such risk of loss in
accordance with Regulation Section 1.704-2.

         6.3  Code  Section  704(c)   Allocations.   Notwithstanding  any  other
              -----------------------------------
provision in this  Article 6, in  accordance  with Code  Section  704(c) and the
Regulations  promulgated  thereunder,  income,  gain,  loss,  and deduction with
respect to any property contributed in-kind to the capital of the Company shall,
solely for tax purposes, be allocated among the Members so as to take account of
any  variation  between the adjusted  basis of such  property to the Company for
federal  income  tax  purposes  and  its  fair  market  value  on  the  date  of
contribution.  Allocations  pursuant to this Section 6.3 are solely for purposes
of federal,  state and local taxes. As such, they shall not affect or in any way
be taken  into  account in  computing  a  Member's  Capital  Account or share of
profits,  losses,  or other items of distributions  pursuant to any provision of
this Agreement.

         6.4 Allocation of Net Profits and Losses and  Distributions  in Respect
             -------------------------------------------------------------------
of a Transferred  Interest.  If any Membership  Interest is  transferred,  or is
--------------------------
increased or decreased by reason of the  admission of a new Member or otherwise,
during any Fiscal Year of the Company, unless Members holding at least 66.67% of
all Voting  Interests  determine that another method permitted under the Code is
more equitable,  each item of income,  gain, loss,  deduction,  or credit of the
Company  for such  Fiscal  Year  shall be  assigned  pro rata to each day in the
particular period of such fiscal year to which such item is attributable  (i.e.,
the day on or during which it is accrued or otherwise  incurred)  and the amount
of each such item so assigned to any such day shall be  allocated  to the Member
based upon such  Person=s  respective  Membership  Interest at the close of such
day.

         However,  for purposes of accounting  convenience and  simplicity,  the
Company  shall treat a transfer  of, or an increase or decrease in, a Membership
Interest which occurs:  (a) at any time during the first fifteen days of a month
as having been  consummated on the last day of the  immediately  preceding month
and (b) at any time after the first fifteen days of a month,  on the last day of
such month.

         Notwithstanding  any provision  above to the contrary,  gain or loss of
the Company  realized in connection  with a sale or other  disposition of any of
the  assets of the  Company  shall be  allocated  solely to the  parties  owning
Membership Interests as of the date such sale or other disposition occurs.

         6.5  Distributions  by the  Company.  At least  annually and as soon as
              ------------------------------
practicable, the Company shall make distributions of cash or other assets of the
Company;  provided  that all such  distributions  may be made only in accordance
          --------
with applicable law and subject to the restrictions  contained elsewhere in this
Agreement  (including  Section  6.7) and/or in the Launch  Business  Plan or any
other business plan subsequently  adopted by the Company;  provided further that
                                                           -------- -------
all such distributions shall be made in the following order of priority:

                  6.5.1 first,  to Point West in an amount  sufficient to reduce
the Adjusted Capital Contribution to zero; and

                  6.5.2 second, to all Members in accordance with their Economic
Interests  (with any  distributions  made under this Section 6.5.2 to be made to
all Members substantially contemporaneously).

         Notwithstanding  the  foregoing,  to the  extent  that  cash  would  be
available for distribution  hereunder,  the Company shall first (i) on or before
the date that is five (5)  calendar  days prior to each date on which  estimated
taxes are due under the Code, advance to each Member an amount (a "Tax Advance")
                                                                   -----------
sufficient to cover the estimated  federal and state taxes of such Member (based
on a  combined  federal  and state  income  tax rate  equal to 50% for each such
Member)  resulting from estimated  allocations of Net

                                       17

<PAGE>


Profits to such Member for the period for which such estimated  taxes are due so
long as no prior Tax Advance or distribution  has been made with respect to such
period  and (ii) on or  before  the date of the  filing  by the  Company  of its
federal and state tax returns for a Fiscal  Year,  distribute  an amount to each
Member at least  equal to the amount of such  Member's  federal  and state taxes
(based on a  combined  federal  and state  income tax rate equal to 50% for each
such  Member) on the Net  Profits  actually  allocated  to such  Member for such
Fiscal Year,  computed  taking into account any prior  allocations of Net Losses
available to offset such income and other  distributions  to such Member in such
Fiscal Year, and each Member shall repay any outstanding Tax Advances related to
such Fiscal Year to the extent  such Tax  Advances  exceed the amount due to the
Member  pursuant to clause (ii) of this  Section.  If such Tax Advances  must be
repaid, the Manager shall offset the amount of same against the amount otherwise
due to the Member  pursuant to such clause (ii); any balance of such Tax Advance
remaining to be repaid  shall be  delivered by the Member to the Company  within
ninety (90) calendar days  following  notice from the Manager of the amount then
due;  until such  balance,  if any,  is repaid,  the  Company  shall have a lien
against  any  and  each  other  distribution  of cash or  property  which  would
otherwise be due to such Member.

         All distributions  shall be made only to the Persons who,  according to
the books and records of the Company,  are the holders of record of the Economic
Interests in respect of which such  distributions are made on the actual date of
distribution.  Neither the Company nor any Member shall incur any  liability for
making distributions in accordance with this Section 6.5.

         6.6 Form of  Distribution.  A Member,  regardless  of the nature of the
             ---------------------
Member's  Capital  Contribution,   has  no  right  to  demand  and  receive  any
distribution  from the  Company  in any form  other  than  cash.  Except  upon a
dissolution  and the  winding  up of the  Company,  or as agreed  to by  Members
holding 100% of the Voting Interests,  no Member may be compelled to accept, nor
shall it accept, a distribution in kind.

         6.7  Restriction on Distributions and Tax Advances.
              ---------------------------------------------

                  6.7.1 No  distribution or Tax Advances shall be made if, after
giving effect to the distribution:  (a) the Company would not be able to pay its
debts as they  become due in the usual  course of  business;  (b) the  Company's
ability to effect its business  plan over the  following  twelve months would be
impaired;  or (c) the  Company's  total assets would be less than the sum of (i)
its total  liabilities  plus (ii) (except to the extent this Agreement  provides
otherwise,  in the case of a Tax  Advance  or in the case of a  distribution  in
accordance  with clause (ii) of the last  paragraph  of Section  6.5) the amount
that would be needed,  if the Company  were to be  dissolved  at the time of the
distribution,  to satisfy the preferential rights of other Members, if any, upon
dissolution  that  are  superior  to the  rights  of the  Member  receiving  the
distribution.

                  6.7.2 The Manager may base a determination that a distribution
or Tax  Advance  is not  prohibited  on any  of  the  following:  (a)  financial
statements prepared on the basis of generally accepted accounting  practices and
principles then generally  employed by the Company;  (b) a determination of fair
market  value by a  qualified  unrelated  third  party  or,  if agreed to by the
Members holding 100% of the Voting Interests,  by the Manager;  or (c) any other
method that is reasonable in the  circumstances and agreed to by Members holding
100% of the Voting Interests.

                  The effect of a distribution  or Tax Advance is measured as of
the date the  distribution  or Tax Advance is authorized  if the payment  occurs
within 120 days after the date of authorization,  or the date payment is made if
it occurs more than 120 days of the date of authorization.

                                       18

<PAGE>


                  6.7.3 A Member or Manager who votes for a distribution  or Tax
Advance in violation of this  Agreement or the Act is  personally  liable to the
Company for the amount of the  distribution  or Tax Advance  that  exceeds  what
could have been distributed or advanced without  violating this Agreement or the
Act if it is  established  that the Member or Manager did not act in  compliance
with Section  6.7.2 or Section 9.4. Any Member or Manager who is so liable shall
be entitled to compel  contribution  from:  (a) each other Member or Manager who
also is so  liable;  and (b) each  Member or  Manager  for the amount the Member
received with knowledge of facts indicating that the distribution or advance was
made in violation of this Agreement or the Act.

         6.8 Return of Tax  Advances  and  Distributions.  To the extent any Tax
             -------------------------------------------
Advances are required to be repaid hereunder, they shall be repaid in accordance
with Section 6.5. Except for distributions  made in violation of the Act or this
Agreement,  no Member  shall be  obligated  to return  any  distribution  to the
Company or pay the amount of any  distribution for the account of the Company or
to any creditor of the Company.  The amount of any distribution  returned to the
Company by a Member or paid by a Member for the  account of the  Company or to a
creditor of the Company  shall be added to the account or accounts from which it
was subtracted when it was distributed to the Member.

         6.9 Obligations of Members to Report Allocations. The Members are aware
             --------------------------------------------
of the income tax  consequences  of the  allocations  made by this Article 6 and
hereby agree to be bound by the provisions of this Article 6 in reporting  their
shares of Company income and loss for income tax purposes.

         6.10 Withholding.  Each of the Members hereby authorizes the Company to
              -----------
withhold  from  distributions  to be made to such  Member,  or with  respect  to
allocations  to be made to such Member,  and to pay over to a federal,  state or
local  government,  any amounts required to be withheld  pursuant to the Code or
any provisions of any other federal, state or local law. Any amounts so withheld
and paid over to the applicable tax authority shall be treated as distributed to
such Member  pursuant to this Article 6 for all purposes of this  Agreement  and
shall be offset against the net amounts otherwise  distributable to such Member.
The Company may also withhold from distributions that would otherwise be made to
such Member,  and apply to the obligations of such Member, any amounts that such
Member  owes to the  Company.  In  addition,  any tax  imposed  upon the Company
resulting  from the  Membership  Interest  of any  Member  shall be treated as a
distribution to such Member and shall be offset against future  distributions to
such Member.

         6.11 Status of the Company. The Members acknowledge that this Agreement
              ---------------------
creates a  partnership  for federal and state income tax purposes  (and only for
such purposes) and hereby agree not to elect to be excluded from the application
of  Subchapter  K of Chapter 1 of  Subtitle A of the Code or any  similar  state
statute.  The Manager may modify this Agreement as minimally necessary to permit
the Company to continue to be classified as a partnership  for federal and state
income tax purposes.

         6.12 Tax Elections.  The Manager shall, upon the written request of any
              -------------
Member  benefited  thereby,  cause the Company to file an election under Section
754 of the Code and the Treasury  Regulations  thereunder to adjust the basis of
the  Company   assets  under  Section  734(b)  or  743(b)  of  the  Code  and  a
corresponding  election under the applicable sections of state and local law, if
by doing so, the income tax  burdens of other  Members  are not  materially  and
adversely  impacted.  The  Manager  shall have the  authority  to make all other
Company elections  permitted under the Code,  including  elections of methods of
depreciation.

         6.13 Company Tax Returns. The Manager shall cause the necessary federal
              -------------------
income and other tax  returns  and  information  returns  for the  Company to be
prepared.  Each Member shall provide such information,  if any, as may be needed
by the  Company  for  purposes of  preparing  such tax  returns and

                                       19

<PAGE>


information returns. The Manager shall deliver to each Member within ninety (90)
days after the end of each fiscal year a copy of the federal  income tax returns
for the Company as filed with the appropriate taxing  authorities,  and upon the
written  request of any Member,  a copy of any state and local income tax return
as filed.

         6.14     Certain Tax Matters.
                  -------------------

                  6.14.1 The  Manager is hereby  appointed  as the  initial  tax
matters  partner of the  Company.  The tax  matters  partner  of the  Company is
authorized  to and shall (a)  maintain  Capital  Accounts  and make  partnership
allocations  and (b) file, if necessary,  a Form 8832 with the Internal  Revenue
Service and make the election  provided for to have the Company be classified as
a partnership for federal income tax purposes. If at any time the Manager cannot
or elects not to serve as the tax matters partner of the Company,  is removed by
the Members  from  acting in such  capacity,  or ceases to be a Member,  Members
holding a Majority  Voting  Interest  shall select  another Member to be the tax
matters partner of the Company.  The tax matters  partner of the Company,  as an
authorized representative of the Company, shall direct the defense of any claims
made by the Internal  Revenue  Service or other tax authority to the extent that
such claims relate to the adjustment of Company items at the Company level.

                  6.14.2 The  Manager  shall  promptly  deliver to each Member a
copy of all  notices,  communications,  reports  or  writings  of any kind  with
respect  to income or  similar  taxes  received  from any state or local  taxing
authority relating to the Company that might materially and adversely affect any
Member, and shall keep Members advised of all material developments with respect
to any proposed adjustment of Company items that come to its attention.

                  6.14.3 Each Member shall continue to have the rights described
in this Section 6.14 with respect to tax matters  relating to any period  during
which it was a  Member,  whether  or not it is a  Member  at the time of the tax
audit or contest.

         6.15  Key  Personnel  and  Staff  Incentives.  With the  prior  written
               --------------------------------------
approval of the Manager  (which  approval will not be  unreasonably  withheld or
delayed),  the  Chief  Executive  Officer  may  establish  reasonable  benefits,
including an incentive  plan for key  personnel  (other than Janes and Kahn) and
other  employees of the Company,  including  profit  sharing not to exceed seven
percent (7.0%) of the net profits of the Company.


                                       20

<PAGE>


                                    ARTICLE 7
                                    =========
             Transfers of Membership Interests; Admission of Members
             =======================================================

         7.1      Transfers of Member Interests Generally.
                  ---------------------------------------

                  7.1.1 No Member shall be entitled to transfer, assign, convey,
sell,  encumber  or in any  way  alienate  all  or any  part  of  such  Person=s
Membership Interest or to cause any permitted transferee to become a substituted
Member  except as  provided  in Section  7.2,  7.3,  7.4 or 7.5  below,  and any
prohibited transfer,  assignment,  conveyance,  sale,  encumbrance or alienation
shall be absolutely void. The consent of any Member that is required pursuant to
this  Article may be given or  withheld,  conditioned  or delayed (as allowed by
this Agreement or the Act), as such Member may determine in its sole discretion.
Notwithstanding  any  transfer  of  any  part  of  a  Membership  Interest,  the
Membership Interest so transferred shall continue to be subject to the terms and
provisions  of this  Agreement  and any further  transfers  shall be required to
comply with all the terms and provisions of this Agreement.

                  7.1.2  Notwithstanding  any  provision  of this  Article 7, no
admission  (or purported  admission) of a Member,  and no transfer (or purported
transfer) of all or any part of a Member's interest  (economic or voting) in the
Company,  whether  to  another  Member  or to a Person  not a  Member,  shall be
effective,  and any such  admission  or  transfer  (or  purported  admission  or
transfer) shall be void ab initio, and no Person shall otherwise become a Member
                        -- ------
if (a) at the time of such  admission  or transfer  (or  purported  admission or
transfer)  any  interest  (economic  or voting)  in the  Company is traded on an
established  securities market or readily tradeable on a secondary market or the
substantial  equivalent  thereof or (b) after such  admission  or  transfer  (or
purported admission or transfer) the Company would have more than 100 Members or
(c) such  admission or transfer  (or  purported  admission  or  transfer)  would
subject the Company to taxation  under Section 7704 of the Code. For purposes of
clause (a) of the  immediately  preceding  sentence,  an established  securities
market is a national securities exchange that is either registered under Section
6 of the Securities Exchange Act of 1934 or exempt from registration  because of
the existence or  involvement  of a limited  volume of  transactions,  a foreign
securities  exchange  that,  under  the  law of  the  jurisdiction  where  it is
organized,   satisfies  regulatory   requirements  that  are  analogous  to  the
regulatory  requirements  of the Securities  Exchange Act of 1934, a regional or
local exchange, or an interdealer  quotation system that regularly  disseminates
firm buy or sell quotations by identified brokers or dealers by electronic means
or otherwise. For purposes of such clause (a), any interest (economic or voting)
in the Company is readily  tradeable  on a secondary  market or the  substantial
equivalent  thereof if (i)  interests  (economic  or voting) in the  Company are
regularly quoted by any Person,  such as a broker or dealer,  making a market in
the  interests,  (ii)  any  Person  regularly  makes  available  to  the  public
(including  customers  or  subscribers)  bid or offer  quotes  with  respect  to
interests  (economic or voting) in the Company and stands ready to effect buy or
sell transactions at the quoted prices for itself or on behalf of others,  (iii)
the holder of an  interest  (economic  or voting) in the  Company  has a readily
available,  regular,  and ongoing  opportunity to sell or exchange such interest
through a public means of obtaining or providing  information  of offers to buy,
sell  or  exchange  such  interests,  or (iv)  prospective  buyers  and  sellers
otherwise have the opportunity to buy, sell or exchange  interests  (economic or
voting) in the Company in a time frame and with the  regularity  and  continuity
that is  comparable  to that  described in clauses  (i),  (ii) and (iii) of this
sentence.  For purposes of  determining  whether the Company will have more than
100 Members,  each Person indirectly owning an interest  (economic or voting) in
the Company through a partnership (including any entity treated as a partnership
for federal income tax purposes),  a grantor trust or an S corporation  shall be
treated  as a Member  unless the  Manager  determines  in its sole and  absolute
discretion  that less  than  substantially  all of the  value of the  beneficial
owner's  interest in any such entity is attributable  to such entity=s  interest
(direct or indirect) in the Company.

                                       21

<PAGE>


                  7.1.3 No Person shall otherwise become a Member if at the time
of such  admission  or transfer  (or  purported  admission  or  transfer) of any
Membership  Interest,  such  admission  or transfer (or  purported  admission or
transfer) would be in violation of any federal or state securities laws or would
adversely  impact the income tax  determinations  of the  Company  for its other
Members.

         7.2 Certain  Transfers.  A Member shall not transfer,  assign,  convey,
             ------------------
sell,  encumber or  otherwise  alienate  its Voting  Interest  unless there is a
corresponding transfer of an Economic Interest. Neither a transferee of all or a
portion of an Economic  Interest  without a  corresponding  transfer of a Voting
Interest nor a transferee of a Membership  Interest which was not transferred in
accordance  with  Section 7.3 as to  admissions  shall have the right to vote or
participate  in the  management  of the  business,  property  and affairs of the
Company or to  exercise  any rights of a Member  other than the right to receive
proceeds of a  Membership  Interest.  Notwithstanding  anything to the  contrary
contained  herein, no transfer,  assignment,  conveyance,  sale,  encumbrance or
alienation  (whether in one or a series of  transactions) of more than 78.17% of
Kahn's initial Voting  Interest  hereunder  (whether  pursuant to Section 7.4 or
otherwise)  may be effected  without the express prior written  consent of Janes
(which consent will not be unreasonably withheld).

         7.3 Admission and  Substitution of Members.  Subject to Section 4.9 and
             --------------------------------------
the other provisions of this Article 7, a new Member may be admitted only if (a)
such Person  becomes a party and agrees to be bound by the terms and  provisions
of this Agreement and (b) such Person pays any reasonable expenses in connection
with such Person=s admission as a Member. A permitted transferee of a Membership
Interest shall have the right to be admitted as a substitute  Member only if the
requirements  of Sections 7.1 and 7.2 have been met and the conditions set forth
in the prior sentence have been met. The admission of a substitute  Member shall
not result in the release of the Member who  assigned  the  Membership  Interest
from any  liability of such Member to the Company or another  Member  accrued or
incurred prior to such date.

         7.4 Family and Affiliate Transfers. Subject to compliance with Sections
             ------------------------------
7.1, 7.2 and 7.3, the  Membership  Interest of any Member may be  transferred as
follows,  and the transferee  thereof  admitted as a substitute  Member:  (a) by
inter vivos gift, or by testamentary  transfer to any spouse,  parent,  sibling,
in-law,  child or grandchild of the Member, or to a trust for the benefit of the
Member or such spouse,  parent,  sibling,  in-law,  child or  grandchild  of the
Member;  or (b) to any  Affiliate  of the  Member so long as such  Affiliate  is
majority owned and controlled by such Member; it being agreed that, in executing
this Agreement, each Member has consented to such transfers.

         7.5 Co-Sale  Arrangement.  Subject to compliance with Sections 7.1, 7.2
             --------------------
and  7.3,  each  time a Member  proposes  to  transfer,  assign,  convey,  sell,
encumber,  or in any way  alienate all or any part of such  Person=s  Membership
Interest,  including by operation of law, by  foreclosure  or other  involuntary
transfer (but not  including a transfer  pursuant to Section 7.4 or the granting
by a Member of a security interest in its assets  generally),  such Member shall
comply with all of the following conditions:

                  7.5.1 Such Member shall deliver a written  notice (a "Transfer
                                                                        --------
Notice") to the Company and the other  Members  stating:  (a) such Member's bona
------
fide  intention  to  transfer  all or a  portion  of  such  Person's  Membership
Interest; (b) the name and address of the proposed transferee; and (c) the terms
and conditions of the proposed transaction (the "Transaction").
                                                 -----------

                  7.5.2 Each other Member shall have the right, exercisable upon
written  notice to the  notifying  Member within thirty (30) calendar days after
receipt of the Transfer  Notice,  to participate in

                                       22

<PAGE>


the  Transaction  on the same  terms  and  conditions  as those  offered  to the
notifying  Member.  The right of  participation of each such other Member in the
Transaction  shall be subject to the  condition  that each such  Member may only
transfer,  sell, assign or convey that percentage of its same type of Membership
Interests  which equals the product of such Member's  percentage of such type of
interest and that type of interest  under the  Transaction.  For  example,  if a
Transaction  involves  the sale of 5% of a Member's  Economic  Interests  in the
Company,  another Member having,  immediately prior to the Transfer Notice, a 7%
Economic  Interest in the Company  may elect to  participate  by selling a 0.35%
Economic  Interest  (i.e.,  the  percentage of the notifying  Member's  Economic
Interests  being sold (5.0%)  multiplied  by the  participating  Member's  total
Economic  Interests (7.0%)) pursuant to the terms and conditions of the Transfer
Notice. The failure of any such other Member to submit a written notice electing
to so  participate  in  the  Transaction  within  the  applicable  period  shall
automatically  constitute  an  election  on  the  part  of  such  Member  not to
participate  in the  Transaction.  Each Member so electing to participate in the
Transaction shall,  following such election,  promptly take all steps reasonably
required by the  transferring  Member to effect the  Transaction.  If any of the
other  Members  elects  not  to  participate  in  the   Transaction,   then  the
transferring Member may still consummate the Transaction (with all participating
Members) as described in the Transfer  Notice,  provided that such  Transaction:
(a) is made  substantially on the terms  designated in the Transfer Notice;  and
(b) the  requirements  of this Article 7 are otherwise  met. If such  Membership
Interest(s) is or are not so transferred, then the transferring Member must give
notice in accordance with this Section prior to any other or subsequent transfer
of such Membership Interests.

                                       23


<PAGE>


                                    ARTICLE 8
                                    =========
                       Accounting, Records, and Reporting
                       ==================================

         8.1 Books and Records. The Company shall maintain complete and accurate
             -----------------
books and  records of the  Company's  business  and affairs in  accordance  with
generally accepted accounting  principles,  consistently  applied. The books and
records shall be  maintained  at the principal  place of business of the Company
and shall be accessible to the Members in accordance with the Act.

         8.2 Fiscal Year;  Accounting.  The  Company's  fiscal year shall be the
             ------------------------
calendar  year.  The  accounting  methods and  principles  to be followed by the
Company shall be those selected from time to time by the Manager and approved in
advance by Members holding 100% of the Voting Interests.

         8.3  Reports.   The  Company  shall  provide  to  the  Members  reports
              -------
concerning  the financial  condition and results of operation of the Company and
the  Members'  Capital  Accounts  within  ninety (90) days after the end of each
fiscal year and interim operating reports at least quarterly.

         8.4 Bank Accounts.  The Manager shall maintain the funds of the Company
             -------------
in one or more  separate  bank accounts in the name of the Company and shall not
permit the funds of the Company to be  commingled  in any fashion with the funds
of any other Person. The funds of the Company shall be deposited in such bank or
other  financial   institution   account  or  accounts,   or  invested  in  such
interest-bearing or non-interest-bearing  investments, as shall be designated by
the  Manager in  investments  that are at least  rated  investment  grade by one
nationally  recognized  statistical rating agency. All withdrawals from any such
bank account(s) shall be made only by the Manager or by such Persons as are duly
appointed  by the  Manager.  The Chief  Executive  Officer of the Company  shall
establish the  Company's  initial bank  account(s)  (into which Point West shall
deposit any Capital Contributions required to be made by it under Section 3.1.1)
and shall  require at least one  signature  of an officer of the  Company  and a
signature  of the Manager  for any  withdrawal  in excess of  $50,000,  and such
officers shall provide  information  about such account(s) to the Manager as the
Manager shall require.

         8.5 Access to  Information.  Each Member holding a Voting  Interest may
             ----------------------
reasonably  request,  and the Manager shall provide,  such information about the
operations  of the  Company in order  that such  Members  might have  sufficient
information  upon which to vote as permitted  herein.  No Member holding only an
Economic  Interest  shall  have  access to  proprietary,  trade  secret or other
confidential  information  of the Company,  and,  should such Member obtain such
information  by any means,  such  Member will hold such  information  subject to
Section 12.17.

         8.6 Audits. Any Member may conduct an audit of the Company's  financial
             ------
matters at the Member's sole expense and in a manner that does not  unreasonably
impose upon the  Company's  operations  or threaten the  confidentiality  of the
Company's  proprietary  interests and solely for the period directly  related to
such Member's Membership  Interest.  Prior to commencing such audit,  however, a
Member  must first  bring  such  Person's  concerns  about the  accuracy  of the
Company's reported financial information, including a detailed written statement
setting forth the basis for such  concerns,  to the attention of the Manager and
shall permit the Manager a period of ninety (90) days to address such  concerns.
If, after  receiving the  Manager's  response or the passage of such ninety (90)
day period, whichever occurs earlier, such Member may then elect to proceed with
the audit as permitted under this Section. Should the profits or losses reported
by the Company,  whether corrected by the Manager during the ninety day response
period or corrected as a result of such Member's audit findings,  be in error by
more than 5%, the cost of such Member's audit shall be an expense of the Company
and the Member  initiating  such audit  shall be  reimbursed  for such  Person's
reasonable   out-of-pocket   costs   regarding   such   investigation,   related
professional services and audit expenses.

                                       24


<PAGE>


                                    ARTICLE 9
                                    ==========
                           Dissolution and Winding Up
                           ==========================

         9.1  Dissolution.  The Company shall be dissolved,  its assets shall be
              ------------
disposed  of, and its affairs  wound up on the first to occur of the  following:
(a) at midnight, San Francisco time, on December 31, 2035; (b) 90 days after the
occurrence  of a  Dissolution  Event unless the Members other than the Member(s)
the subject of a Dissolution Event vote in accordance with the provisions hereof
within such 90 days to continue the  Company;  (c) upon the entry of a decree of
judicial  dissolution pursuant to the Act; (d) 60 days after the vote of Members
pursuant to Section 4.9.1(j) or of non-defaulting Members holding 66.67 % of all
Membership  Interests  held by all  non-defaulting  Members  (provided  that the
Members  shall not vote for or  consent  to a  dissolution  or winding up of the
Company if prohibited  under any agreement or contract to which the Company is a
party); or (e) the sale of all or substantially all of the assets of Company.

         9.2  Certificate  of  Dissolution.  As soon as possible  following  the
              ----------------------------
occurrence  of any of the events  specified in Section 9.1, the Manager,  to the
extent it has not wrongfully dissolved the Company, or, if so, then the Members,
shall execute a Certificate  of  Dissolution in such form as shall be prescribed
by the Delaware  Secretary of State and file such certificate as required by the
Act.

         9.3 Winding Up. Upon the  occurrence of any event  specified in Section
             ----------
9.1, the Company shall continue solely for the purpose of winding up its affairs
in an orderly manner,  liquidating its assets,  and satisfying the claims of its
creditors.  The  Manager,  to the  extent it has not  wrongfully  dissolved  the
Company, or, if so, then the Members holding Voting Interests (but excluding the
Manager),  shall be responsible for overseeing the winding up and liquidation of
Company.  The Persons winding up the affairs of the Company shall be entitled to
such reasonable  compensation as has been approved by the Members holding Voting
Interests  (excluding  the Manager if the Manager has  wrongfully  dissolved the
Company).

         9.4 Distributions in Kind. Any noncash asset distributed to one or more
             ---------------------
Members  shall first be valued at its fair  market  value to  determine  the Net
Profit or Net Loss that  would  have  resulted  if such asset were sold for such
value,  such Net Profit or Net Loss shall then be allocated  pursuant to Article
6,  and the  Members'  Capital  Accounts  shall  be  adjusted  to  reflect  such
allocations.  The amount  distributed and charged to the Capital Account of each
Member receiving an interest in such distributed  asset shall be the fair market
value of such  interest  (net of any  liability  secured by such asset that such
Member  assumes or takes  subject to). The fair market value of such asset shall
be determined by a qualified  unrelated  third party, or if Members holding 100%
of the Voting Interests shall agree, the Manager.

         9.5  Distribution of Assets.  Upon the dissolution or winding up of the
              ----------------------
Company,  the Manager shall pay or make  reasonable  provision to pay all claims
and  obligations  of the  Company,  including  all  costs  and  expenses  of the
liquidation and all contingent, conditional, or unmatured claims and obligations
that are known to the  Manager  but for which the  identity  of the  claimant is
unknown.  If there are sufficient assets, then such claims and obligations shall
be paid in full and any such  provision  shall  be made in  full.  If there  are
insufficient  assets, then such claims and obligations shall be paid or provided
for  according to their  priority  and,  among claims and  obligations  of equal
priority,  ratably to the extent of assets  available  therefor.  Any  remaining
assets shall be distributed to the Members in accordance  with their  respective
positive  Capital  Accounts,  after giving effect to all Capital  Contributions,
distributions, and allocations for all periods.

         9.6  Limitations on Payments Made in  Dissolution.  Except as otherwise
              --------------------------------------------
specifically  provided in this Agreement,  each Member shall only be entitled to
look  solely at the assets of Company for the

                                       25

<PAGE>


return of such  Member=s  positive  Capital  Account  balance  and shall have no
recourse for such Member=s  Capital  Contribution  or share of Net Profits (upon
dissolution  or  otherwise)  against the Manager or any other  Member  except as
provided in Article 10.

                                       26

<PAGE>


                                   ARTICLE 10
                                   ==========
                          Indemnification and Insurance
                          ==============================

         10.1 Indemnification of Agents. To the fullest extent permitted by law,
              -------------------------
the Company  shall be permitted to indemnify any Person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit,  or  proceeding by reason of the fact that such Person is or was a Member,
Manager, officer, employee, attorney,  accountant, or other agent of the Company
or that,  being or  having  been  such a  Manager,  Member,  officer,  employee,
attorney,  accountant,  or other  agent of the  Company,  such  Person is or was
serving at the request of the Company as a manager, director, officer, employee,
attorney,  accountant,  or other  agent of another  limited  liability  company,
corporation,  partnership,  joint venture,  trust, or other enterprise (any such
Person being  referred to hereinafter as an  "Indemnified  Person")  against all
                                              -------------------
claims, damages, liabilities,  losses, expenses (including reasonable attorneys=
fees and  expenses  and other  costs and  expenses  incurred in  defending  such
action,  claim,  suit, or  proceeding),  judgments,  fines,  and amounts paid in
settlement  actually incurred by such Indemnified Person in connection with such
action,  suit, or  proceeding,  except to the extent that such claims,  damages,
liabilities,  losses, expenses,  judgments, fines, or amounts paid in settlement
arise by virtue of such Indemnified Person=s fraud, deceit, gross negligence, or
willful  misconduct.  The Manager is  authorized,  on behalf of the Company,  to
enter into indemnity agreements from time to time with any Person entitled to be
indemnified  by the Company  hereunder  (i)  consistent  with the  foregoing (or
lesser)  terms,  or (ii) on such other  terms as Members  holding  66.67% of the
Voting Interests may approve.

         10.2  Expenses.  Expenses  (including  attorneys'  fees  and  expenses)
               --------
incurred   by  an   Indemnified   Person  in   defending   a  civil,   criminal,
administrative,  or investigative action, claim, suit, or proceeding may be paid
by the Company in advance of the final  disposition  of such  action,  suit,  or
proceeding upon receipt of an undertaking,  in form and substance  acceptable to
the Manager,  by or on behalf of the Indemnified  Person to repay such amount if
it shall ultimately be determined that such  Indemnified  Person is not entitled
to be  indemnified  by the  Company  under  this  Article  10 or under any other
contract or agreement  between  such  Indemnified  Person and the Company.  Such
expenses  (including  attorneys'  fees and  expenses)  incurred by  employees or
agents  of the  Company  may be so paid  upon  the  receipt  of the  undertaking
previously  referred  to and such other  terms and  conditions,  if any,  as the
Manager deems appropriate.

         10.3 Not Exclusive.  The  indemnification  and  advancement of expenses
              -------------
provided by this Article 10 shall not be deemed exclusive of any other rights to
which those seeking  indemnification  or advancement of expenses may be entitled
under any by-law,  agreement, vote of Members or otherwise, both as to action in
such Indemnified Person's official capacity and as to action in another capacity
while holding such office,  and shall  continue as to a Person who has ceased to
be a Member, Manager, officer,  employee,  attorney,  accountant, or other agent
and shall inure to the benefit of the successors,  assigns, heirs, executors and
administrators of such a Person.

         10.4  Insurance.  The  Company  shall  have the power to  purchase  and
               ---------
maintain  insurance on behalf of any Person who is or was an Indemnified  Person
against any liability  asserted  against such Person and incurred by such Person
in any such capacity,  or arising out of such Person's  status as an Indemnified
Person, whether or not the Company would have the power to indemnify such Person
against such liability under the provisions of Section 10.1 or under  applicable
law.

                                       27

<PAGE>


                                   ARTICLE 11
                                   ==========
                           Investment Representations
                           ==========================

         Each Member  represents  and warrants  to, and agrees  with,  the other
Members and the Company as follows:

         11.1  Pre-existing  Relationship  or Experience.  (a) Such Member has a
               -----------------------------------------
preexisting personal or business relationship with the Company or one or more of
the other  Members;  or (b) by reason of such  Member's  business  or  financial
experience,  or by  reason  of the  business  or  financial  experience  of such
Member's  financial advisor who is unaffiliated with and who is not compensated,
directly or indirectly,  by the Company or any affiliate or selling agent of the
Company,  such  Member is  capable  of  evaluating  the risks and  merits of the
investment to be made by such Person  hereunder and of protecting  such Person's
interests in connection with such investment.

         11.2 No Advertising. Such Member has not seen, received, been presented
              --------------
with, or been solicited by any leaflet, public promotional meeting, newspaper or
magazine article or  advertisement,  radio or television  advertisement,  or any
other form of  advertising or general  solicitation  with respect to the sale of
the Membership Interests.

         11.3 Investment Intent.  Such Member is acquiring a Membership Interest
              -----------------
for  investment  purposes and for such  Person=s own account only and not with a
view to, or for sale in connection  with, any distribution of all or any part of
the Membership  Interests,  and no other Person will have any direct or indirect
beneficial  interest in or right to the Membership  Interests  purchased by such
Person except as permitted hereby.

         11.4 Purpose of Entity.  If such Member is a corporation,  partnership,
              -----------------
limited liability company,  trust, or other entity, then (a) such Member was not
organized for the specific  purpose of acquiring any Membership  Interests,  and
(b) such Member may legally acquire, invest in and own Membership Interests, and
(c) such Member may legally act as Manager of the Company.

         11.5  Economic  Risk.  Such  Member  is  financially  able to bear  the
               --------------
economic risk of the investment  being made by such Member,  including the total
loss of such Person=s Membership Interests.

         11.6 No Registration of Membership Interests.  Such Member acknowledges
              ---------------------------------------
that: (a) the sale of the Membership  Interests  referred to herein has not been
registered  under the  Securities  Act or qualified  under the Delaware  General
Corporation Law, as amended, or any other applicable securities or blue sky laws
of  any  state  or  jurisdiction   in  reliance,   in  part,  on  such  Member's
representations,  warranties,  and  agreements  contained  herein;  and  (b) the
Membership Interests may not be resold unless the resale is registered under the
Securities Act and qualified  under all  applicable  securities or blue sky laws
(or is exempt from these registration and qualification requirements).

         11.7  Membership  Interests  are  Restricted  Securities.  Such  Member
               --------------------------------------------------
understands  that the Membership  Interests are or may be restricted  securities
under the Securities Act in that the Membership  Interests will be acquired from
the  Company in a  transaction  not  involving a public  offering,  and that the
Membership Interests may be resold without registration under the Securities Act
only  in  certain  limited  circumstances  and  that  otherwise  the  Membership
Interests must be held indefinitely. In this connection, such Member understands
the resale limitations imposed by the Securities Act.

                                       28

<PAGE>


         11.8 No Obligation to Register.  Such Member represents,  warrants, and
              -------------------------
agrees  that the  Company  and the  other  Members  are under no  obligation  to
register or qualify the Membership  Interests  under the Securities Act or under
any state  securities  or blue sky laws,  or to assist such Member in  complying
with any exemption from registration and qualification.

         11.9  No  Disposition  in  Violation  of  Law.   Without  limiting  the
               ---------------------------------------
representations set forth above or the other provisions of this Agreement,  such
Member  shall  not make  any  disposition  of all or any  part of such  Person's
Membership  Interests  which would result in the  violation by such Person or by
the Company of the Securities Act, the Act, Delaware General Corporation Law, as
amended,  or any other applicable  securities or blue sky laws. Without limiting
the generality of the foregoing,  such Member agrees not to make any disposition
of all or any part of the  Membership  Interests  acquired by such Person unless
and  until:  (a)  there is then in  effect a  registration  statement  under the
Securities Act covering such proposed  disposition and such  disposition is made
in accordance with such registration  statement and any applicable  requirements
of state  securities  laws;  or (b) such Person has  notified the Company of the
proposed  disposition and has furnished the Company with a detailed statement of
the  circumstances  surrounding  the proposed  disposition,  and, if  reasonably
requested by the other  Members,  such Person has  furnished  the Company with a
written opinion of counsel,  reasonably  satisfactory to the Company,  that such
disposition will not require registration of any securities under the Securities
Act or the  consent  of or a  permit  from  appropriate  authorities  under  any
applicable state securities law.

         In the  case of any  disposition  of all or any  part of such  Member's
Membership  Interests  pursuant to SEC Rule 144, such Person shall,  among other
things,  promptly  forward to the  Company a copy of any Form 144 filed with the
SEC with  respect to such  disposition  and a letter from the  executing  broker
satisfactory to the Company evidencing compliance with SEC Rule 144. If SEC Rule
144 is amended or if the SEC's interpretations  thereof in effect at the time of
any such disposition have changed from its present interpretations thereof, such
Member  shall  provide the Company with such  additional  documents as the other
Member or the Company may reasonably require.

         11.10 Legends.  Such Member  understands that the certificates (if any)
               -------
evidencing the Membership Interests may bear one or all of the following legends
or other legends as may be appropriate:

                  (a)  "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933, AS AMENDED,  OR QUALIFIED  UNDER THE SECURITIES OR BLUE
SKY LAWS OF ANY STATE OR JURISDICTION, INCLUDING THE STATE OF DELAWARE, AND HAVE
BEEN TAKEN BY THE ISSUEE FOR SUCH  PERSON'S OR ENTITY'S OWN ACCOUNT AND NOT WITH
A VIEW TO THEIR  DISTRIBUTION.  NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN
MAY BE SOLD,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  DISPOSED OF UNLESS
THEY ARE REGISTERED UNDER SUCH ACT AND QUALIFIED UNDER ALL APPLICABLE SECURITIES
AND BLUE SKY LAWS, OR IN THE OPINION OF COUNSEL TO THE COMPANY,  EXEMPTIONS FROM
REGISTRATION AND QUALIFICATION ARE AVAILABLE.  THESE SECURITIES ARE ALSO SUBJECT
TO CERTAIN RESTRICTIONS  DESCRIBED IN THE AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT DATED AS OF MAY 10, 2000, AS AMENDED FROM TIME TO TIME."

                  (b) Any legend required by applicable state securities or blue
sky laws.

         11.11  Investment  Risk.  Such Member  acknowledges  that such Member's
                ----------------
investment  as provided for herein is a speculative  investment  that involves a
substantial  degree  of risk of loss by such  Member,  including  such  Person's
entire  investment in the Company,  that such Member  understands and

                                       29

<PAGE>


takes full  cognizance of the risk factors  related to such Person's  investment
outlined herein, and that the Company is newly organized and has no financial or
operating history.

         11.12 Investment Experience. Unless otherwise disclosed, such Member is
               ---------------------
an  experienced   investor  in   unregistered   and  restricted   securities  of
corporations, limited liability companies, limited partnerships, or closely held
companies.

         11.13 Restrictions on  Transferability.  Such Member  acknowledges that
               --------------------------------
there are  substantial  restrictions  on the  transferability  of the Membership
Interests  pursuant to this  Agreement,  that there is no public  market for the
Membership Interests and none is expected to develop, and that, accordingly,  it
may not be possible for such Member to liquidate such Member's investment in the
Company.

         11.14 Information  Reviewed.  Such Member has received and reviewed all
               ---------------------
information such Person considers  necessary or appropriate for deciding whether
to make  the  investment  contemplated  hereby,  has had an  opportunity  to ask
questions and receive  answers from the Company and the other Members  regarding
the terms and conditions of the investments  contemplated  hereby (including the
purchase of the  Membership  Interests)  and regarding  the business,  financial
affairs, and other aspects of the Company, and has had the opportunity to obtain
all  information  (to the extent  the  Company  possesses  or can  acquire  such
information  without  unreasonable  effort or expense)  which such Person  deems
necessary to evaluate the  investment  and to verify the accuracy of information
otherwise provided to such Person.

         11.15 No Representations by the Company.  Neither any Manager,  nor any
               ---------------------------------
agent or employee of the Company or of any Manager,  nor any other Person has at
any time expressly or implicitly represented,  guaranteed,  or warranted to such
Member  that such Member may freely  transfer  any of the  Membership  Interests
acquired by such Member pursuant to the terms hereof,  that past  performance or
experience  on the part of any such  Person  or their  Affiliates  or any  other
Person in any way  indicates  the  predictable  results of the  ownership of the
Membership  Interests  or  of  the  overall  Company  business,  that  any  cash
distributions  from  Company  operations  or  otherwise  will  be  made  to  the
Membership  Interests by any  specific  date or will be made at all, or that any
specific tax benefits will accrue as a result of an investment in the Company.

         11.16  Consultation  with  Attorney.  Such  Member has been  advised to
                ----------------------------
consult with such Member's own attorney  regarding all legal matters  concerning
an  investment  in the  Company  and  the  tax  consequences  of  investing  and
participating in the Company and has either done so or voluntarily and knowingly
elected not to seek such advice.

         11.17 Tax  Consequences;  Consultation  with Tax Advisors.  Such Member
               ---------------------------------------------------
acknowledges  that  the tax  consequences  to such  Member  of the  transactions
contemplated hereby will depend on such Member's particular  circumstances,  and
neither the Company,  nor the Manager,  nor the other Members, nor the partners,
shareholders,   members,  managers,  agents,  officers,  directors,   employees,
Affiliates,  attorneys,  accountants  or  consultants  of any of  them  will  be
responsible or liable for the tax  consequences to such Member of its investment
or participation in the Company unless otherwise  expressly agreed.  Such Member
has and will look solely to, and rely upon,  such Member's own tax advisors with
respect to the tax  consequences  of its  investment  and  participation  in the
Company.

         11.18  Indemnity.  Such Member shall  indemnify  and hold  harmless the
                ---------
Company,  each and every Manager, each and every other Member, and any officers,
directors,   shareholders,   managers,  members,  employees,  partners,  agents,
attorneys, accountants,  registered representatives,  and control persons of any
such  entity  who was or is a party or is  threatened  to be made a party to any
threatened,

                                       30

<PAGE>


pending,  or completed  action,  suit, or proceeding,  whether civil,  criminal,
administrative,   or   investigative,   by  reason  of  or   arising   from  any
misrepresentation  or  misstatement  of facts or omission to  represent or state
facts made by such Member, including the information in this Agreement,  against
losses,  liabilities,  and expenses of the Company, each and every Manager, each
and every other Member,  and any officers,  directors,  shareholders,  managers,
members,  employees,  partners,  attorneys,   accountants,   agents,  registered
representatives,  and control persons of any such Person  (including  attorneys'
fees,  judgments,  fines,  and amounts paid in settlement,  payable as incurred)
incurred by such Person in connection with such action, suit, proceeding, or the
like.

                                       31

<PAGE>


                                   ARTICLE 12
                                   ==========
                               General Provisions
                               ==================

         12.1 Further Assurances. Each party to this Agreement shall perform any
              ------------------
further  acts and  execute  and deliver  any  additional  documents  that may be
reasonably necessary to carry out the provisions of this Agreement.

         12.2 Time.  Time is of the essence in the performance of all provisions
              ----
under this Agreement.

         12.3  Remedies  Cumulative.  The  remedies  under  this  Agreement  are
               --------------------
cumulative  and shall not exclude any other  remedies to which any person may be
lawfully entitled.

         12.4  Estoppel  Certificate.  Each Member  shall,  within ten (10) days
               ---------------------
after written request by any Manager or other Member,  deliver to the requesting
Person  a  certificate  stating,  to the  Member's  knowledge,  that:  (a)  this
Agreement is in full force and effect;  (b) this Agreement has not been modified
except by any instrument or instruments  identified in the certificate;  and (c)
there  is no  default  hereunder  by the  requesting  Person  or,  if there is a
default, the nature or extent thereof.

         12.5  Specific  Performance.  The parties  recognize  that  irreparable
               ---------------------
injury will result from a breach of any  provision  of this  Agreement  and that
money damages will be inadequate to fully remedy the injury. Accordingly, in the
event of a breach or threatened  breach of one or more of the provisions of this
Agreement, any party who may be injured (in addition to any other remedies which
may be available to that party) shall be entitled to one or more  preliminary or
permanent orders: (a) restraining and enjoining any act which would constitute a
breach;  or (b) compelling  the  performance  of any  obligation  which,  if not
performed, would constitute a breach.

         12.6 Authority of Persons Signing Agreement. Each Member represents and
              --------------------------------------
warrants  to the other  Members  that it is duly  authorized  to enter into this
Agreement and that the Agreement is valid,  binding and enforceable as to it. If
a Member is not a natural  person,  neither the Company nor any Member will: (a)
be required to determine the authority of the individual  signing this Agreement
to make any  commitment or  undertaking on behalf of such Person or to determine
any fact or  circumstance  bearing upon the  existence of the  authority of such
individual;  or (b) be  responsible  for  the  application  or  distribution  of
proceeds  paid or credited to  individuals  signing this  Agreement on behalf of
such Person.

         12.7  Parties in  Interest.  Except as  expressly  provided in the Act,
               --------------------
nothing in this Agreement shall confer any rights or remedies under or by reason
of this  Agreement  on any Persons  other than the Members and their  respective
successors and assigns nor shall anything in this Agreement relieve or discharge
the obligation or liability of any other Person to any party to this  Agreement,
nor shall any provision give any other Person any right of subrogation or action
over or against any party to this Agreement.

         12.8 Notices.  All notices  required to be given to any party hereunder
              -------
shall be deemed given upon the first to occur of: (a) either (i) five days after
deposit thereof in the United States mail,  certified mail,  First Class postage
prepaid or (ii)  forty-eight  (48) hours after  delivery to an aviation  express
delivery  service;  and transmittal by confirmed  electronic  means (with a copy
sent by regular United States mail) to a receiver under the control of the party
to whom notice is being given; or (b) actual receipt by the party to whom notice
is being  given or, in the case of an entity,  an  employee or agent of thereof.
For purposes hereof, the addresses of the parties are as set forth on Schedule I
                                                                      ----------
hereof or as may  otherwise be specified  from time to time in a writing sent to
the other parties in accordance with the provisions of this Section.

                                       32

<PAGE>


         12.9  Amendments  and Waivers.  The provisions of this Agreement may be
               -----------------------
waived, altered,  amended, or repealed in whole or in part only upon the written
consent of the  Members as  provided  in Section  4.9.  Any waiver of any of the
terms hereof shall only be valid and  effective in the instance  given and shall
not be valid or effective in any other  instance.  No waiver of any of the terms
hereof  shall  require  or imply  that a like  waiver  will be made in any other
instance(s).  Copies of all proposed  waivers or amendments to this Agreement or
the Certificate shall be delivered to all Members 3 days prior to their becoming
effective.

         12.10 Severability of Provisions.  If any one or more of the provisions
               --------------------------
contained in this Agreement is held to be invalid,  illegal, or unenforceable in
any respect,  then such provision(s)  shall be ineffective only to the extent of
such prohibition or invalidity,  and the validity,  legality, and enforceability
of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.

         12.11 Successors and Assigns. Subject to the provisions hereof relating
               ----------------------
to  transferability,  this Agreement  shall be binding on and shall inure to the
benefit of the parties hereto and their respective heirs, legal representatives,
successors, and assigns.

         12.12  Counterparts;  Amendment and  Restatement;  Effectiveness.  This
                ---------------------------------------------------------
Agreement may be signed in any number of counterparts, each of which shall be an
original,  with  the  same  effect  as if all  signatures  were  upon  the  same
instrument.  Delivery of an original executed  counterpart of the signature page
to this Agreement by  telefacsimile  shall be effective as manual delivery of an
original  executed  original  counterpart  of  this  Agreement,  and  any  party
delivering such an original  executed  counterpart of the signature page to this
Agreement by  telefacsimile  to any other party shall  thereafter  also promptly
deliver an original  executed  counterpart of this Agreement to such other party
by mail or  personal  delivery,  provided  that the  failure to so deliver  such
                                 --------
original executed counterpart shall not affect the validity,  enforceability, or
binding effect of this Agreement.  This Agreement  shall become  effective as of
the date first  written  above upon the  execution and delivery of a counterpart
hereof by each of Point West, Janes, Kahn, and Michael London, an individual.

         12.13 Legal Counsel and Representation; Accountants. The parties hereto
               ---------------------------------------------
have agreed to the  preparation  of this  Agreement  by  Giancarlo  & Gnazzo,  A
Professional Corporation,  counsel for Point West,  notwithstanding any conflict
of  interest(s)  that may exist between or among any of the other parties hereto
or the  Company.  Each  Member  who is a party  hereto  and not  represented  by
Giancarlo & Gnazzo, A Professional  Corporation,  further acknowledges that such
Person has been advised to seek advice of such Person's own independent  counsel
regarding  the  transactions  contemplated  herein  and  has  either  done so or
voluntarily  and  knowingly  elected not to seek such  advice.  Each such Person
further  acknowledges that this Agreement and any other  agreements,  documents,
and instruments  referenced herein may have tax consequences for such Person and
that such Person has been advised to seek advice of  independent  accountants or
other tax advisors as to such matters and has either done so or voluntarily  and
knowingly elected not to seek such advice.

         12.14 Ambiguities.  The parties have carefully read all of the terms of
               -----------
this  Agreement  and all of the  agreements  attached  hereto  and  have  had an
opportunity to ask questions  regarding the language used therein and to suggest
changes  thereto.  Therefore,  the parties waive any rule of  construction  that
ambiguities are to be construed more harshly against any party as drafter.

         12.15 Fees, Costs, and Expenses;  Recovery. The prevailing party in any
               ------------------------------------
action, proceeding or arbitration arising out of or related to this Agreement or
any agreement,  document, or instrument referred to herein, shall be entitled to
reasonable fees,  costs,  and expenses  (including  reasonable  attorneys' fees,

                                       33

<PAGE>


costs, and expenses)  incurred by or on behalf of such Person in connection with
such action or proceeding, as determined by the court or arbitrator(s).

         12.16 Complete Agreement. This Agreement and the Certificate constitute
               ------------------
the complete and exclusive statement of agreement among the Members with respect
to the subject  matter  herein and therein and replace and  supersede  all prior
written and oral  agreements,  representations,  or  statements by and among the
Members or any of them. No representation,  statement, condition or warranty not
contained in this Agreement or the Certificate will be binding on the Members or
have any force or effect  whatsoever.  To the extent that any  provision  of the
Certificate  conflicts  with any provision of this  Agreement,  the  Certificate
shall control.

         12.17  Confidential  Information.  Each Member and the  Manager  hereby
                -------------------------
agrees that all  customer  lists,  trade  secrets,  and  proprietary  methods or
information of the Company and any other information  designated as confidential
by the Manager or the  management  of the Company  (collectively,  the  "Company
Confidential  Information"),  as well as all similar information received by the
Company, the Manager or the Members from customers of the Company (collectively,
the  "Customer   Confidential   Information"  and,  together  with  the  Company
Confidential  Information,  the  "Confidential  Information"),  shall be kept in
strict  confidence  and  that  no  such  Person  shall  disclose,   directly  or
indirectly,  any  Confidential  Information  to any Person or use,  directly  or
indirectly,  any  Confidential  Information,   in  each  case  for  any  purpose
whatsoever; provided that the foregoing shall not apply to: (a) any Confidential
            --------
Information that is generally  available to the public other than by a breach of
this Agreement;  (b) any  Confidential  Information  rightfully  received by the
recipient  from a third party who is lawfully in  possession of the same and who
is not subject to a  confidentiality  or nonuse  obligation with respect to that
information;  (c) any Confidential  Information  independently  developed by the
recipient or its personnel,  provided that the person or persons developing such
                             --------
information  have  not had  access  to the  information  as  received  from  the
disclosing  party;  and (d) any  Confidential  Information  already known to the
recipient prior to its first receipt from the disclosing party.  Notwithstanding
the foregoing restrictions,  the Manager and each Member may use and/or disclose
(as applicable) any Confidential Information (i) to its independent auditors and
attorneys;  (ii) to any regulatory  authority having jurisdiction over it; (iii)
pursuant to order or legal process of any court or governmental agency; and (iv)
in  connection  with any legal  action to which it is a party  arising out of or
relating to this Agreement.

         12.18  Reasonable  Determinations.   Each  determination  permitted  or
                --------------------------
required by the Manager shall be made by the Manager  reasonably in light of the
Manager's duties to the Company and then present circumstances.

         12.19 Legal  Determinations.  In connection with matters  pertaining to
               ---------------------
this  Agreement  that  require  a Member to act or not act in order to remain in
compliance with certain applicable laws (including prohibitions against a Member
effecting  adverse tax consequences on other Members),  the Manager shall make a
determination  as to whether  such action or lack of action  complies  with this
Agreement.  If the Manager has  reasonable  doubts  about such  compliance,  the
Manager may require the relevant  Member to provide,  at such Member's sole cost
and expense,  a legal opinion in form and substance  reasonably  satisfactory to
the Manager to the effect that such action or lack of action  complies  with the
requirements of this Agreement.  The Manager,  however,  is not required to rely
solely upon such opinion in making its determination, especially in a case where
the  Manager  has  reasonable  grounds to  believe  that such  opinion  does not
adequately  assure or address  whether the Member will be in compliance with the
requirements of this Agreement.

         12.20 Arbitration.  ANY CONTROVERSY OR CLAIM BETWEEN THE PARTIES HERETO
               -----------
ARISING OUT OF OR RELATING TO THIS  AGREEMENT  OR ANY  TRANSACTION

                                       34

<PAGE>


CONTEMPLATED  HEREUNDER,  INCLUDING,  WITHOUT  LIMITATION,  THE  CONSTRUCTION OR
APPLICATION  OF ANY OF THE TERMS,  COVENANTS,  OR CONDITIONS OF THIS  AGREEMENT,
SHALL,  ON WRITTEN  REQUEST OF ONE PARTY SERVED UPON THE OTHER,  BE SUBMITTED TO
FINAL AND BINDING  ARBITRATION  GOVERNED BY THE COMMERCIAL  ARBITRATION RULES OF
THE  AMERICAN   ARBITRATION   ASSOCIATION.   THE   ARBITRATOR   SHALL  MAKE  THE
DETERMINATION  AS TO WHETHER  THE  CONTROVERSY  IS  SUBJECT TO THIS  ARBITRATION
PROVISION;  IN ADDITION, THE ARBITRATOR SHALL HAVE THE POWER TO ISSUE INJUNCTIVE
RELIEF.  THE ARBITRATION SHALL TAKE PLACE IN THE CITY OF RENO, NEVADA, AND SHALL
BE  CONDUCTED  BY  ONE  (1)  ARBITRATOR.   EACH  OF  THE  PARTIES   SPECIFICALLY
ACKNOWLEDGES  THAT EACH OTHER PARTY IN SUCH ARBITRATION  SHALL HAVE THE RIGHT TO
DISCOVERY.  ARBITRATION  SHALL BE THE  EXCLUSIVE  REMEDY OF EACH OF THE  PARTIES
HEREUNDER AND ANY AWARD OF THE ARBITRATOR(S) SHALL BE FINAL AND BINDING UPON THE
PARTIES HERETO.  JUDGMENT UPON THE ARBITRATION AWARD MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION.

         12.21 Governing Law. THIS AGREEMENT AND ALL  TRANSACTIONS  CONTEMPLATED
               -------------
HEREUNDER  OR  EVIDENCED  HEREBY  SHALL BE GOVERNED  BY,  CONSTRUED  UNDER,  AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE.

                                       35


<PAGE>



         IN WITNESS  WHEREOF,  all of the Members of the Company  have  executed
this Agreement as of the date first written above.


                                              POINT WEST CAPITAL CORPORATION,
                                               a Delaware corporation


                                              By:      /s/ ALAN B. PERPER
                                              --------------------------------
                                              Name:    ALAN B. PERPER
                                              Title:   President





                                              By:      /s/ Robert M. Janes
                                              --------------------------------
                                              ROBERT M. JANES, An individual


                                              By:      /s/ Paul  Kahn
                                              --------------------------------
                                              PAUL KAHN, an individual



                                              By:      /s/ Michael London
                                              --------------------------------
                                              MICHAEL LONDON, an individual