FIRST AMENDMENT TO
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                       LIMITED LIABILITY COMPANY AGREEMENT
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                             OF SOCIETYPOOL.COM, LLC
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         This FIRST  AMENDMENT  TO LIMITED  LIABILITY  COMPANY  AGREEMENT  (this
"Agreement"),  dated  as of  June  26,  2000,  is  made by  Point  West  Capital
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Corporation,  as a Member of SocietyPool.com,  LLC, a Delaware limited liability
company (the "Company").
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                                    RECITALS
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         A. Point West Capital  Corporation,  Paul G. Kahn,  Robert M. Janes and
Michael D. London have previously  entered into that certain  Limited  Liability
Company  Agreement  of  SocietyPool.com,  LLC,  dated  as of May 10,  2000  (the
"Operating Agreement"), which is the limited liability company agreement for the
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Company; and

         B. Point West, as the holder of a Majority Voting Interest,  desires to
amend the Operating Agreement as more particularly set forth herein;

         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), it is hereby agreed as follows:

Section 1.  Defined Terms.  Unless  otherwise  defined herein,  each capitalized
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term used herein has the meaning ascribed thereto in the Operating Agreement.

Section 2.  Amendment to the Operating  Agreement.  Notwithstanding  anything to
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the contrary  contained in the Operating  Agreement,  upon the  effectiveness of
this Agreement in accordance with the terms and conditions  hereof,  Section 8.4
of the Operating  Agreement is hereby  deleted in its entirety and a new Section
8.4 substituted therefor as follows:

            8.4     Bank Accounts;  Contracts.  The  Manager shall  maintain the
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         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  Manager  for any
         withdrawal,  and such officers of the Company shall provide information
         about such  account(s)  to the  Manager as the Manager  shall  require.
         Notwithstanding  anything to the  contrary  contained  herein or in any
         employment  agreement  entered  into  by the  Company  with  any of its
         employees,  any contract or other obligation involving an obligation on
         the part of the  Company to pay or  contract  for  services,  to pay or
         guarantee  indebtedness,  to make  investments  or to provide  services
         shall require at least one signature of an officer of the Manager.

<PAGE>




Section 3.  Effectiveness  of Agreement.  This  Agreement,  which was previously
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delivered to all Members on June 23, 2000, became effective as of the date first
written above.

Section 4.  Representations, Warranties and Covenants. Point West represents and
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warrants  that,  as of the date hereof and as of the date of its  execution  and
delivery hereof, it is a Member holding a Majority Voting Interest.

Section 5.  General Provisions.
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         (a) Further  Assurances.  Point West shall perform any further acts and
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execute and deliver any additional documents that may be reasonably necessary to
carry out the provisions of this Agreement.

         (b) Authority of Persons Signing  Agreement.  Point West represents and
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warrants that it is duly  authorized  to enter into this  Agreement and that the
Agreement is valid, binding and enforceable as to it.

         (c)  Parties in  Interest.  Except as  expressly  provided  in the Act,
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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.

         (d) Amendment of the Operating  Agreement.  Except as expressly amended
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and modified hereby, the Operating  Agreement shall remain unchanged and in full
force and effect.

         (e)  Severability  of Provisions.  If any one or more of the provisions
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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.

         (f) Successors and Assigns.  Subject to the provisions of the Operating
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Agreement,  this Agreement shall be binding on and shall inure to the benefit of
the Members and the Company and their respective heirs,  legal  representatives,
successors, and assigns.

         (j)  Arbitration;  Governing Law. THIS  AGREEMENT SHALL IN ALL RESPECTS
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BE SUBJECT TO SECTIONS  12.20  (ARBITRATION)  AND 12.21 (GOVERNING LAW) OF THE
OPERATING AGREEMENT.


                     Document continues with signature page.


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<PAGE>


         IN  WITNESS  WHEREOF,  Point  West,  as a Member  of the  Company,  has
executed and delivered this Agreement as of the date first written above.

                                              POINT WEST CAPITAL CORPORATION

                                              By:     /s/ Alan B. Perper
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                                              Name:   Alan B. Perper
                                              Title:  President