Exhibit 3.3

                               OPERATING AGREEMENT

                                       OF

                           China Pathfinder Fund, LLC
                       a Florida limited liability company

   This Operating  Agreement (the  "Agreement") of China Pathfinder Fund, LLC, a
Florida limited liability company (the "Company"), is made as of this ___ day of
April 2004, and is by and among the Persons listed on Schedule A attached hereto
(collectively,  the "Members"), who constitute all the Members of the Company as
of such date.  Each of the  Members  hereby  agrees,  recites  and  provides  as
follows:

                                    SECTION I
                                   DEFINITIONS

   1.01 Act shall mean the Florida  Limited  Liability  Company  Act, as amended
from time to time.

   1.02 Affiliate shall mean any Person that directly, or indirectly through one
or more  intermediaries,  controls,  or is  controlled  by,  or is under  common
control with,  the Person  specified.  The term  "control"  (including the terms
"controlling",  "controlled  by" and "under common control with") shall mean the
possession, direct or indirect, of the power to direct or cause the direction of
the  management  and policies of a Person,  whether  through the ownership of at
least 50% of the voting securities, by contract, or otherwise.

   1.03 Agreement shall mean this Operating Agreement, as it may be amended from
time to time.

   1.04 Capital Account shall have the meaning provided in Section 8.04 hereof.

   1.05 Capital  Contribution  shall mean the amount of money or other  property
contributed  to the  Company  by each  Member,  pursuant  to the  terms  of this
Agreement.

   1.06 Capital  Transaction  shall mean the  refinancing  or sale,  exchange or
other  disposition of all or any substantial  part of the assets of the Company,
except for any Terminating Capital Transaction.

   1.07 Cash  Available  for  Distribution  shall have the  meaning  provided in
Section 9.02(b).

   1.08  Code shall mean the Internal Revenue Code of 1986, as amended.

   1.09  Company  shall mean the  limited  liability  company  governed  by this
Agreement.

   1.10  Company  Minimum  Gain shall have the meaning set forth in  Regulations
Section  1.704-2(d).  In accordance with  Regulations  Section  1.704-2(d),  the
amount  of  Company  Minimum  Gain is  determined  by first  computing  for each
nonrecourse  liability of the Company any gain the Company  would  realize if it
disposed of the property  subject to that liability for no  consideration  other
than full  satisfaction  of the liability,  and then  aggregating the separately
computed  gains. A Member's share of Company Minimum Gain shall be determined in
accordance with Regulations Section 1.704-2(g)(1).

   1.11 Event of Bankruptcy as to any Person shall mean the filing of a petition
for relief as to such Person as debtor or bankrupt under the Bankruptcy  Code of
1978 or other  similar  provision  of law of any  jurisdiction  (except  if such
petition is  contested  by such Person and has been  dismissed  within 90 days);
insolvency of such Person as finally determined by a court proceeding; filing by
such  Person of a petition  or  application  to  accomplish  the same or for the
appointment of a receiver or a trustee for such Person or a substantial  part of
its assets;  commencement of any proceedings relating to such Person as a debtor
under any other reorganization,  arrangement,  insolvency, adjustment of debt or
liquidation  law of any  jurisdiction,  whether now in existence or  hereinafter
commenced by another,  if such Person indicates its approval of such proceeding,
consents thereto or acquiesces  therein, or such proceeding is contested by such
Person and has not been finally dismissed within 90 days.

   1.12  Managers shall have the meaning provided in Section 5.01(a).

   1.13  Member or  Members  shall  mean any or all of those  Persons  listed on
Schedule A or any  Persons who replace  them as  substitute  Members as provided
herein, in each such Person's capacity as a Member of the Company.

   1.14 Member Nonrecourse Debt Minimum Gain shall have the meaning set forth in
Regulations  Section  1.704-2(i).  A Member's share of Member  Nonrecourse  Debt
Minimum  Gain  shall  be  determined  in  accordance  with  Regulations  Section
1.704-2(i)(5).

   1.15  Percentage  Interest  as to any Member  shall  mean,  as of the date of
computation,  the number of Membership Units owned by such Member divided by the
total number of issued and outstanding Membership Units.

   1.16 Person  shall mean and  include an  individual,  proprietorship,  trust,
estate, partnership,  joint venture, association,  company, corporation or other
entity.

   1.17 Regulations  shall mean the Federal Income Tax Regulations  issued under
the Code,  as amended and as hereafter  amended from time to time.  Reference to
any  particular  provision of the  Regulations  shall mean that provision of the
Regulations on the date hereof and any succeeding provision of the Regulations.

   1.18 Sale or Refinancing Proceeds shall mean the cash proceeds from a Capital
Transaction after payment,  or adequate  provision for, debts of the Company and
any Company reserves; provided, however, that Sale or Refinancing Proceeds shall
not include proceeds from any Terminating Capital Transaction.

   1.19  Service shall mean the Internal Revenue Service.

   1.20  State shall mean the State of Florida.

   1.21 Terminating  Capital  Transaction shall mean the sale, exchange or other
disposition  of all or  substantially  all of the assets of the  Company,  after
which transaction the Company is dissolved and terminated.

   1.22  Transferee shall have the meaning provided in Section 9.01(b).

   1.23 Unit or Membership  Unit shall mean a unit of ownership  interest in the
Company, including the right of such Member to any and all the benefits to which
such  Member may be  entitled  as  provided  in this  Agreement  and in the Act,
together with the  obligations  of such Member to comply with all the provisions
of this  Agreement and of the Act. The initial Unit  ownership of each Member is
set forth on the attached Schedule A.

                                   SECTION II
                            FORMATION, NAME AND TERM

   2.01 Formation.  The Members hereby  acknowledge the formation of the Company
as a limited  liability  company  pursuant  to the Act by virtue of  Articles of
Organization  filed with the Clerk of the Florida Secretary of State on or about
February  __,  2004.  The  rights and  liabilities  of the  Members  shall be as
provided in the Act, except as otherwise provided herein.

   2.02 Name,  Office and  Registered  Agent.  The name of the Company  shall be
"China  Pathfinder Fund, LLC". The principal office and place of business of the
Company shall be 12535 Orange Drive,  #613,  Davie,  Florida 33330. The Board of
Managers may at any time change the location of such office,  provided the Board
of Managers gives notice to all Members of any such change. The name and address
of the statutory  agent of the Company for purposes of the Act is Howard Ullman,
12535 Orange Drive, #613, Davie,  Florida 33330. The statutory agent's sole duty
as such is to  forward  to the  Company  at its  principal  office  and place of
business any notice that is served on it as statutory agent.

   2.03  Governing  Law. This  Agreement  and all questions  with respect to the
rights  and  obligations  of the  Members,  the  construction,  enforcement  and
interpretation hereof, and the formation,  administration and termination of the
Company shall be governed by the provisions of the Act and other applicable laws
of the State.

   2.04 Term. (a) The term of the Company's existence shall be perpetual, except
that the  Company  shall  be  dissolved  upon  the  first to occur of any of the
following events:

        (i) The  determination  in  writing  of the  holders  of  66-2/3% of the
Membership Units to dissolve and terminate the Company;

        (ii)  The  entry of a  decree  of  judicial  dissolution  under  Section
608-4991 of the Act;

        (iii) The  occurrence  of an Event of  Bankruptcy  as to a Member or the
death,  resignation,  expulsion or  dissolution of a Member or the occurrence of
any other event that terminates the membership of a Member,  unless there are at
least two remaining  Members,  and, within 90 days of such event,  the remaining
Members  holding at least  66-2/3% of the  remaining  Membership  Units agree in
writing to  continue  the  business of the  Company,  in which event the Company
shall not be dissolved  and the Company and the business of the Company shall be
continued;  provided that if any Member is a partnership or a limited  liability
company on the date of such  occurrence,  the  dissolution  of such  Member as a
result  of  the  dissolution,  termination,  resignation,  death,  incompetence,
removal or Event of  Bankruptcy  of a partner or member in such  partnership  or
limited  liability  company,  as the  case  may be,  shall  not be an  event  of
dissolution  of this  Company if the business of such Member is continued by its
remaining  partner(s)  or  member(s),  as the case may be,  either alone or with
additional  partners  or members  and such  Member and such  partners or members
comply with any other applicable requirements of this Agreement; or

        (iv) The passage of 30 days after the sale or other  disposition  of all
or  substantially  all of the assets of the Company  (except that if the Company
receives an installment  obligation as consideration  for such sale, the Company
shall continue,  unless sooner dissolved under the provisions of this Agreement,
until such time as such note or notes are paid in full).

     (b) Upon the  dissolution  of the  Company  for any  reason,  the  Board of
Managers  shall  proceed  promptly to wind up the affairs of and  liquidate  the
Company. The Board of Managers shall have reasonable discretion to determine the
time,  manner and terms of any sale or sales of Company's  property  pursuant to
such liquidation.

     (c) In the event  that the  Company is  dissolved  and not  continued  as a
result of an event of termination described in Section 2.04(a)(iii), then all of
those  remaining  Members  who desire to  continue  the  Company or to  continue
operating its business and affairs in substantially  the same manner as prior to
the occurrence of such event of termination,  shall have the right to form a new
limited  liability company pursuant to articles of organization and an operating
agreement and such newly formed limited liability company shall have the option,
for a period of six months after such event of  termination,  to purchase all of
the  assets of the  Company  and  assume  all the  liabilities  and  contractual
obligations  of the  Company at a price equal to 90% of the then net fair market
value of such assets (such  discount  being granted in  recognition  of the fact
that no broker will be involved in such transaction).  The net fair market value
of such  business  assets shall be  determined  by  agreement  among the Members
desiring  to  continue  the  business  and  the   resigning   Members  or  their
representatives.  If the  parties are unable to agree,  the Members  desiring to
continue  the  business  shall  have the  right to  select  one  appraiser,  the
resigning Members shall have the right to select a second appraiser, and the two
appraisers  so selected  shall select a third  appraiser.  The three  appraisers
shall  appraise  the assets,  and  determine  the net fair  market  value of the
business,  and the  middle  of the  three  appraised  values  shall be the value
utilized to calculate the purchase  price.  The purchase  price shall be paid in
the form of a promissory note,  bearing interest at the applicable  federal rate
in  effect  under  the Code,  which  promissory  note  shall  provide  for level
amortization of the balance of principal and interest over a period of ten years
based on monthly  payments.  Such note shall include a provision  providing that
such note is  subordinate  to all debts of the newly formed  purchasing  limited
liability  company to  creditors  other than Members of the  purchasing  limited
liability company.

                                   SECTION III
                             BUSINESS OF THE COMPANY

     The purpose of the  Company is to engage in any lawful act or activity  for
which limited liability companies may be organized under the Act.

                                   SECTION IV
                        RIGHTS AND OBLIGATIONS OF MEMBERS

   4.01 Members. The Members of the Company are those persons listed on Schedule
A attached hereto.

   4.02 Voting Rights; Management Rights. Except as otherwise provided herein or
as required by law, voting power shall be vested in the Members, and all matters
requiring a vote  pursuant to this  Agreement or the Act shall be  determined by
the vote of Members holding a majority in interest of the Membership Units.

   The Members, other than any Members elected to serve as Managers or officers,
shall not take part in the  management of the business nor transact any business
for the Company in their capacity as Members,  nor shall they have power to sign
for or to bind the Company;  provided,  however, that the Members shall have the
right to approve or consent to certain matters, as provided herein.

   4.03 Other Activities.  Except as otherwise  expressly  provided herein,  any
Member may engage in or possess any  interest in another  business or venture of
any  nature  and  description,  independently  or  with  others,  even  if  such
activities  compete  directly with the business of the Company,  and neither the
Company  nor  any  Member  hereof  shall  have  any  rights  in or to  any  such
independent ventures or the income or profits derived therefrom.

   4.04 No Right to Withdraw.  Except as set forth in Section X, no Member shall
have any right to  voluntarily  resign or  otherwise  withdraw  from the Company
without the written consent of all the remaining Members.

   4.05 Places of Meetings.  All  meetings of the Members  shall be held at such
place,  either within or without the State, as from time to time may be fixed by
the Board of Managers.

   4.06 Annual Meetings.  The annual meeting of the Members, for the election of
Board of Managers and  transaction of such other business as may come before the
meeting,  shall be held in each year on the second  Tuesday  in April,  at 10:00
a.m., if that day is not a legal holiday.  If that day is a legal  holiday,  the
annual meeting shall be held on the next succeeding day not a legal holiday.

   4.07 Special  Meetings.  A special  meeting of the Members for any purpose or
purposes may be called at any time by the Chairman of the Board of Managers, the
Vice-Chairman of the Board of Managers or the President, or by Members holding a
majority in interest of the  Membership  Units and entitled to vote with respect
to the  business  to be  transacted  at such  meeting.  At a special  meeting no
business shall be transacted and no action shall be taken other than that stated
in the notice of the meeting.

   4.08 Notice of Meetings. Written or printed notice stating the place, day and
hour of every  meeting of the  Members  and, in case of a special  meeting,  the
purpose or purposes  for which the  meeting is called,  shall be mailed not less
than ten nor more than sixty days  before the date of the meeting to each Member
entitled to vote at such  meeting,  at its address  maintained in the records of
the Company by the Company's  Secretary.  Such further  notice shall be given as
may be required  by law,  but  meetings  may be held  without  notice if all the
Members  entitled to vote at the meeting are present in person or by proxy or if
notice is waived in writing  by those not  present,  either  before or after the
meeting.

   4.09 Quorum.  Any number of Members  together  holding at least a majority of
the  Membership  Units  entitled  to vote with  respect  to the  business  to be
transacted,  who  shall be  present  in person  or  represented  by proxy at any
meeting duly called,  shall constitute a quorum for the transaction of business.
If less than' a quorum  shall be in  attendance  at the time for which a meeting
shall have been  called,  the  meeting may be  adjourned  from time to time by a
majority of the Members  present or  represented  by proxy without  notice other
than by announcement at the meeting.

   4.10 Voting. At any meeting of the Members each Member of a class entitled to
vote on any matter coming before the meeting  shall,  as to such matter,  have a
vote, in person or by proxy,  `equal to the number of  Membership  Units held in
its name on the date, not more than seventy days prior to such meeting, fixed by
the Board of Managers as the record date for the purpose of determining  Members
entitled  to vote.  Every  proxy  shall be in  writing,  dated and signed by the
Member entitled to vote or its duly authorized attorney-in-fact.

                                    SECTION V
                                   MANAGEMENT

   5.01 General Powers. The property, officers and business of the Company shall
be  managed  under  the  direction  of the  Board of  Managers,  and,  except as
otherwise  expressly  provided  by law,  the  Articles of  Organization  or this
Agreement, all of the powers of the Company shall be vested in such Board.

   5.02 Number of  Managers.  The number of Managers  constituting  the Board of
Managers  shall be not less  than one nor more  than  ten,  ` such  number to be
designated  from  time to time by  resolution  of the  Board of  Managers  or by
resolution of the Members.

   5.03 Election and Removal of Managers;  Quorum. (a) Managers shall be elected
at each annual  meeting of Members to succeed  those  Managers  whose terms have
expired and to fill any vacancies then existing.

     (b) Managers shall hold their offices for terms of one year and until their
successors  are  elected.  Any Manager  may be removed  from office at a meeting
called expressly for that purpose by the vote of Members holding not less than a
majority in interest of the Membership  Units entitled to vote at an election of
Managers.

     (c) Any vacancy  occurring  in the Board of  Managers  may be filled by the
affirmative  vote of the majority of the remaining  Managers  though less than a
quorum of the Board,  and the term of office of any  Manager  so  elected  shall
expire at the next Members' meeting at which Managers are elected.

     (d) A majority of the number of Managers  described in this Agreement shall
constitute a quorum for the  transaction  of business.  The act of a majority of
Members  present at a meeting  at which a quorum is present  shall be the act of
the Board of Managers. Less than a quorum may adjourn any meeting.

   5.04 Meetings of Managers.  An annual  meeting of the Board of Managers shall
be held as soon as  practicable  after the  adjournment of the annual meeting of
the Members at such place as the Board of Managers may designate. Other meetings
of the Board of Managers shall be held at places within or without the State and
at times  fixed by  resolution  of the  Board of  Managers,  or upon call of the
Chairman of the Board of Managers,  the  Vice-Chairman of the Board of Managers,
the President or any of the Managers.  The Secretary or officer  performing  the
Secretary's duties shall give not less than twenty-four hours' notice by letter,
telegraph, telephone or facsimile (or in person) of all meetings of the Board of
Managers,  provided  that notice  need not be given of the annual  meeting or of
regular  meetings  held at times and places fixed by  resolution of the Board of
Managers. Meetings may be held at any time without notice if all of the Managers
are present,  or if those not present  waive notice in writing  either before or
after the  meeting.  The notice of meetings  of the Board of  Managers  need not
state the purpose of the meeting.

   5.05 Third Party  Reliance.  Third parties  dealing with the Company shall be
entitled to rely  conclusively  upon the power and  authority of the Managers or
any of them as set forth herein.

   5.06 No Duty to Consult.  Except as otherwise  provided herein or in the Act,
the Board of Managers  shall have no duty or  obligation to consult with or seek
the advice of the Members in connection  with the conduct of the business of the
Company.

   5.07  Compensation.  By resolution of the Board of Managers,  Managers may be
allowed a fee and expenses for  attendance at all meetings,  but nothing  herein
shall  preclude  Managers  from  serving  the  Company in other  capacities  and
receiving compensation for such other services.

                                   SECTION VI
                                   COMMITTEES

   6.01 Executive Committee.  The Board of Managers,  by resolution adopted by a
majority  of the  number  of  Managers  fixed by this  Agreement,  may  elect an
Executive Committee which shall consist of not less than two Managers, including
the  President.  When the Board of  Managers is not in  session,  the  Executive
Committee  shall have all power  vested in the Board of  Managers by law, by the
Articles of  Organization,  or by this  Agreement,  provided  that the Executive
Committee shall not have power to (a) approve or recommend to the Members action
that the Act requires to be approved by Members; (b) fill vacancies on the Board
of  Managers  or on any of its  committees;  (c) adopt,  amend,  or repeal  this
Agreement;  (d)  approve a plan of merger not  requiring  Member  approval;  (e)
authorize or approve a  distribution,  except  according to a general formula or
method prescribed by the Board of Managers;  or (f) admit additional Members, or
change or determine the relative rights,  preferences and liabilities of a class
of  Members,  other than  within  limits  specifically  provided by the Board of
Managers.  The Executive  Committee  shall report at the next regular or special
meeting of the Board of Managers all action which the  Executive  Committee  may
have taken on behalf of the Board of Managers  since the last regular or special
meeting of the Board of Managers.

   6.02 Finance  Committee.  The Board of Managers,  by resolution  adopted by a
majority of the number of Managers fixed by this Agreement,  may elect a Finance
Committee  which  shall  consist  of not less  than two  Managers.  The  Finance
Committee  shall  consider  and report to the Board of Managers  with respect to
plans for  corporate  expansion,  capital  structure  and  long-range  financial
requirements.  The  Committee  shall  also  consider  and report to the Board of
Managers with respect to such other matters relating to the financial affairs of
the Company as may be  requested  by the Board of  Managers  or the  appropriate
officers of the Company. The Committee shall report periodically to the Board of
Managers on all action which it may have taken.

   6.03 Other  Committees.  The Board of Managers,  by  resolution  adopted by a
majority of the number of Managers fixed by this  Agreement,  may establish such
other  standing  or special  committees  of the Board of Managers as it may deem
advisable,  consisting of not less than two Managers; and the members, terms and
authority  of  such  committees  shall  be  as  set  forth  in  the  resolutions
establishing the same.

   6.04  Meetings.  Regular and special  meetings of any  Committee  established
pursuant  to  this  Section  VI may be  called  and  held  subject  to the  same
requirements  with  respect to time,  place and notice as are  specified in this
Agreement for regular and special meetings of the Board of Managers.

   6.05 Quorum and Manner of Acting.  A majority of the members of any Committee
serving at the time of any meeting  thereof  shall  constitute  a quorum for the
transaction  of  business  at such  meeting.  The action of a majority  of those
members  present  at a  Committee  meeting  at which a quorum is  present  shall
constitute the act of the Committee.

   6.06 Term of  Office.  Members  of any  Committee  shall be  elected as above
provided and shall hold office until their  successors  are elected by the Board
of Managers or until such Committee is dissolved by the Board of Managers.

   6.07  Resignation  and Removal.  Any member of a Committee  may resign at any
time by giving  written notice of his intention to do so to the President or the
Secretary of the Company, or may be removed,  with or without cause, at any time
by such vote of the Board of Managers as would suffice for his election.

   6.08 Vacancies. Any vacancy occurring in a Committee resulting from any cause
whatever  may be filled by the  affirmative  vote of a majority of the number of
Managers fixed by this Agreement.

                                   SECTION VII
                                    OFFICERS

   7.01 Election of Officers;  Terms.  The officers of the Company shall consist
of a  President,  a  Secretary  and a  Treasurer.  Other  officers,  including a
Chairman of the Board of Managers,  one or more Vice-Presidents (whose seniority
and titles, including Executive Vice-Presidents and Senior Vice-Presidents,  may
be specified by the Board of Managers),  and assistant and subordinate officers,
may from time to time be elected by the Board of Managers.  All  officers  shall
hold  office  until the next annual  meeting of the Board of Managers  and until
their  successors  are  elected.  The  President  shall be chosen from among the
Managers.  Any two  officers  may be combined in the same person as the Board of
Managers may determine.

   7.02  Removal of  Officers;  Vacancies.  Any  officer of the  Company  may be
removed  summarily with or without cause, at any time, by the Board of Managers.
Vacancies may be filled by the Board of Managers.

   7.03 Duties.  The officers of the Company shall have such duties as generally
pertain to their offices, respectively, as well as such powers and duties as are
hereinafter  provided or as from time to time shall be conferred by the Board of
Managers.  The Board of  Managers  may require any officer to give such bond for
the faithful performance of his duties as the Board of Managers may see fit.

   7.04 Duties of the  President.  The  President  shall be the chief  executive
officer of the Company and shall be primarily responsible for the implementation
of policies of the Board of Managers.  He shall have  authority over the general
management  and direction of the business and  operations of the Company and its
divisions,  if any,  subject  only to the  ultimate  authority  of the  Board of
Managers.  He shall be a  Manager,  and  except as  otherwise  provided  in this
Agreement or in the  resolutions  establishing  such  committees,  the President
shall be ex officio a member of all Committees of the Board of Managers.  In the
absence of the Chairman and the  Vice-Chairman  of the Board of Managers,  or if
there are no such officers,  the President  shall preside at all meetings of the
Company.  He may sign and execute in the name of the Company Unit  certificates,
deeds,  mortgages,  bonds,  contracts or other instruments except in cases where
the signing and the execution thereof shall be expressly  delegated by the Board
of Managers or by this  Agreement to some other  officer or agent of the Company
or shall be required by law otherwise to be signed or executed.  In addition, he
shall perform all duties  incident to the office of the President and such other
duties as from time to time may be assigned to him by the Board of Managers.

   7.05 Duties of the Vice-Presidents.  Each Vice-President,  if any, shall have
such  powers  and  duties  as may from  time to time be  assigned  to him by the
President or the Board of Managers.  Any  Vice-President may sign and execute in
the name of the Company Unit certificates, deeds, mortgages, bonds, contracts or
other instruments authorized by the Board of Managers,  except where the signing
and  execution of such  documents  shall be expressly  delegated by the Board of
Managers or the President to some other officer or agent of the Company or shall
be required by law or otherwise  to be signed or executed by some other  officer
or agent.

   7.06  Duties of the  Treasurer.  The  Treasurer  shall have  charge of and be
responsible  for  all  funds,  securities,  receipts  and  disbursements  of the
Company,  and shall  deposit  all monies and  securities  of the Company in such
banks and depositories as shall be designated by the Board of Managers. He shall
be responsible:  (a) for maintaining  adequate financial accounts and records in
accordance with generally accepted accounting practices; (b) for the preparation
of  appropriate  operating  budgets  and  financial  statements;   (c)  for  the
preparation  and  filing of all tax  returns  required  by law;  and (d) for the
performance  of all duties  incident to the office of  Treasurer  and such other
duties as from time to time may be assigned to him by the Board of Managers, the
Finance  Committee or the  President.  The Treasurer may sign and execute in the
name of the Company Unit certificates,  deeds,  mortgages,  bonds,  contracts or
other  instruments,  except in cases where the signing and the execution thereof
shall be expressly  delegated  by the Board of Managers or by this  Agreement to
some  other  officer  or agent of the  Company  or shall be  required  by law or
otherwise to be signed or executed.

   7.07 Duties of the  Secretary.  The  Secretary  shall act as secretary of all
meetings of the Board of Managers and Members of the Company. When requested, he
shall also act as secretary of the  meetings of the  committees  of the Board of
Managers.  He shall  keep and  preserve  the  minutes  of all such  meetings  in
permanent  books.  He shall  see that all  notices  required  to be given by the
Company  are duly given and  served;  shall have  custody of all deeds,  leases,
contracts and other important documents of the Company; shall have charge of the
books,  records  and papers of the  Company  relating  to its  organization  and
management  as a  Company;  shall  see that all  reports,  statements  and other
documents  required by law (except tax returns) are properly filed; and shall in
general  perform  all the duties  incident to the office of  Secretary  and such
other  duties  as from  time to time  may be  assigned  to him by the  Board  of
Managers or the President.

   7.08  Compensation.  The Board of Managers  shall have  authority  to fix the
compensation of all officers of the Company.

                                  SECTION VIII
                            CAPITAL CONTRIBUTIONS AND
                        FINANCIAL OBLIGATIONS OF MEMBERS

   8.01 Initial Capital Contributions. The initial Capital Contributions of each
Member are as set forth opposite such Member's name on Schedule A.

   8.02 No Interest Upon Contributions.  No Member shall be entitled to interest
on its Capital Contribution.

   8.03 Return of Capital Contributions. No Member shall be entitled to withdraw
any part of its Capital  Contribution  or its Capital  Account or to receive any
distribution  from  the  Company,   except  as  specifically  provided  in  this
Agreement.  Except as otherwise provided herein, there shall be no obligation to
return to any  Member or  withdrawn  Member  any part of such  Member's  Capital
Contribution to the Company for so long as the Company continues in existence.

   8.04 Additional Contributions. No Member, as such, shall be liable for any of
the debts of the Company  or,  except as required  by Section  9.05  hereof,  be
required to contribute any additional  capital or lend any funds to the Company,
each  Member's  liability  being  limited to its Capital  Contribution  plus any
distributions made to it under this Agreement.

   8.05 Capital Accounts. A separate capital account (a "Capital Account") shall
be established  and maintained  for each Member in accordance  with  Regulations
Section 1.704-1(b)(2)(iv).

                                   SECTION IX
                        PROFITS AND LOSSES; DISTRIBUTIONS

   9.01  General  Allocation  of Profits  and  Losses.  (a) Except as  otherwise
provided  in this  Section  9.01,  profits  and  losses of the  Company  will be
allocated  pro rata  among the  Members  in  accordance  with  their  respective
Percentage Interests.

    (b) If a Member  transfers  any or all of its  Membership  Units to  another
Person  (the  "Transferee"),  the  distributive  shares  of  the  various  items
allocable among the transferor and the Transferee during such fiscal year of the
Company shall be allocated  between the transferor  and the Transferee  based on
the date of the  transfer  of the  interest  without  regard to the  results  of
Company  activities in the respective  portions of such fiscal year in which the
transfer occurred.

    (c)  Notwithstanding  any provision to the contrary,  (i) any expense of the
Company  that is a  "nonrecourse  deduction"  within the meaning of  Regulations
Section  1.704-2(b)(1)  shall  be  allocated  pro  rata  among  the  Members  in
accordance with their respective Percentage  Interests,  (ii) any expense of the
Company  that  is a  "partner  nonrecourse  deduction"  within  the  meaning  of
Regulations  Section   1.704-2(i)(2)  shall  be  allocated  in  accordance  with
Regulations Section  1.704-2(i)(1),  (iii) if there is a net decrease in Company
Minimum  Gain within the meaning of  Regulations  Section  1.704-2(0(1)  for any
taxable year of the Company,  items of gain and income shall be allocated  among
the Members in accordance with Regulations  Section  1.704-2(f) and the ordering
rules contained in Regulations  Section  1.704-2(j),  and (iv) if there is a net
decrease  in  Member  Nonrecourse  Debt  Minimum  Gain  within  the  meaning  of
Regulations Section 1.704-2(i)(4) for any taxable year of the Company,  items of
gain and  income  shall be  allocated  among  the  Members  in  accordance  with
Regulations   Section   1.704-2(i)(4)   and  the  ordering  rules  contained  in
Regulations Section 1.704-2(j). A Member's "interest in partnership profits" for
purposes of determining  such Member's share of the  nonrecourse  liabilities of
the Company within the meaning of  Regulations  Section  1.752-3(a)(3)  shall be
such Member's Percentage Interest.

    (d)  "Profits" and "losses" and any items of income,  gain,  expense or loss
referred to in this Section 9.01 shall be determined in accordance  with federal
income  tax   accounting   principles   as  modified  by   Regulations   Section
1.704-1(b)(2)(iv),  except that  profits and losses  shall not include  items of
income,  gain and  expense  that are  specially  allocated  pursuant  to Section
9.01(c). All allocations of income, profits, gains, expenses and losses (and all
items  contained  therein) for federal income tax purposes shall be identical to
all  allocations  of such  items  set  forth in this  Section  9.01,  except  as
otherwise  required by Section 704(c) of the Code and Section  1.704-1(b)(4)  of
the Regulations.

    (e) It is intended that the allocations under this Agreement shall effect an
allocation for federal income tax purposes in a manner  consistent  with Section
704(b) of the Code and the Regulations promulgated thereunder. If for any reason
the allocations  contained in this Agreement shall conflict with the Regulations
promulgated  under Section  704(b) of the Code,  the Board of Managers may amend
the allocation provisions contained herein if it believes that such an amendment
is necessary to reflect allocations consistent with such Regulations.

   9.02  Distribution  of Cash  Available  for  Distribution.  (a) The  Board of
Managers may in its sole discretion elect to distribute to the Members within 90
days  following  the end of  each  fiscal  year an  amount  not to  exceed  Cash
Available for  Distribution (as defined in Section 9.02(b)) for such fiscal year
(or part thereof) pro rata among the Members in accordance with their respective
Percentage Interests.

    (b)  For  purposes  of  this   Agreement,   the  term  "Cash  Available  for
Distribution" for a fiscal year of the Company shall mean the profits and losses
of the Company (other than profits and losses arising from a Terminating Capital
Transaction), but subject to the following adjustments:

        (i) In determining  Cash Available for  Distribution for any year, there
shall be added  depreciation,  amortization and other noncash charges (including
accrued but unpaid interest).

        (ii) In determining  Cash Available for Distribution for any year, there
shall be subtracted the following amounts:

          (A) Principal payments on Company indebtedness, including indebtedness
to a Member;

          (B) Working  capital and  contingency  reserves,  as determined by the
Board of Managers;

          (C) Payments for capital expenditures; and

          (D) Fees, interest payments on the Company's  indebtedness,  and other
expenses  to the extent  actually  paid by the  Company  in such  year,  but not
reflected in the computation of profits and losses.

   9.03 Distribution of Sale or Refinancing  Proceeds. In addition to the annual
distribution  provided  for in  paragraph  (a) of  Section  9.02,  the  Board of
Managers  may  within  90  days  after  a  Capital  Transaction  make a  special
distribution  to Members in an amount not to exceed the cash portion of the Sale
or Refinancing Proceeds from such Capital  Transaction.  Such distribution shall
be allocated to the Members as provided in paragraph (a) of Section 9.02.

   9.04 Distribution of Proceeds from a Terminating Capital Transaction. The net
proceeds  of a  Terminating  Capital  Transaction  shall be  distributed  in the
following order of priority:

    (a) First,  towards  the  satisfaction  of all  outstanding  debts and other
obligations of the Company;

    (b) Second,  towards repayment of outstanding loans, if any, made by Members
to the Company; and

    (c) Last, to the Members with positive  Capital  Accounts in accordance with
their respective positive Capital Account balances.

For  purposes of Section  9.04(c),  the Capital  Account of each Member shall be
determined after all adjustments made in accordance with Sections 9.01, 9.02 and
9.03  hereof   resulting  from  Company   operations  and  from  all  sales  and
dispositions  of all or any  part of the  Company's  assets.  Any  distributions
pursuant to this Section 9.04 should be made by the end of the Company's taxable
year in which the  liquidation  occurs (or,  if later,  within 90 days after the
date of the  liquidation).  To the  extent  deemed  advisable  by the  Board  of
Managers,  appropriate  arrangements  (including the use of a liquidating trust)
may be made to assure that adequate  funds are  available to pay any  contingent
debts or obligations.

   9.05  Capital  Account  Deficit  Restoration.  If any  Member  has a negative
balance in its  Capital  Account  following a  liquidation  of the  Company,  as
determined  after  taking  into  account  all  Capital  Account  adjustments  in
accordance  with  Sections  9.01,  9.02 and 9.03 hereof  resulting  from Company
operations  and  from  all  sales  and  dispositions  of all or any  part of the
Company's assets,  such Member shall contribute to the Company an amount of cash
equal to the  negative  balance in its  Capital  Account  and such cash shall be
distributed by the Company to the other Members in accordance  with Section 9.04
hereof or to  creditors,  if any.  Any  contribution  pursuant to the  preceding
sentence  shall be made by the end of the  Company's  taxable  year in which the
liquidation  occurs  (or,  if  later,  within  90  days  after  the  date of the
liquidation).

   9.06 Distribution of Debt Instruments. (a) In the event the Company sells any
of its assets and all or a portion  of the sales  price is paid by a  promissory
note or installment  contractual  obligations (each, a "Debt  Instrument"),  all
interest and  principal  received by the Company with respect  thereto  shall be
treated as Sale or  Refinancing  Proceeds or if such sale occurs in  conjunction
with the  dissolution of the Company,  as net proceeds of a Terminating  Capital
Transaction,  and shall be distributed  in accordance  with Section 9.03 or 9.04
hereof, as the case may be.

    (b) In the event the Company holds a Debt Instrument as described in Section
9.06(a) and the Company either is dissolved in  conjunction  with the sale which
gave rise to such Debt  Instrument or dissolves prior to payment in full of such
Debt  Instrument,  the Board of Managers shall assign such Debt  Instrument to a
trustee who shall  collect  all sums which may become due and payable  under the
Debt  Instrument,  who shall have the power and  authority to act to enforce all
rights of the holder of such Debt  Instrument and shall  distribute such sums as
provided in Section 9.03 or 9.04, as applicable.

   9.07 Illiquid  Securities.  At the time of the Company's  dissolution for any
reason, the Board of Managers may determine in its sole discretion that it would
not be  prudent  to sell at such time  certain of the  Company's  securities  in
connection with the dissolution because of a lack of liquidity or otherwise.  In
such event, any Securities not sold as part of the dissolution shall be assigned
to a trustee who shall  collect  all sums that may become due and  payable  with
respect to such  securities and who shall have full power to vote and dispose of
such  securities  in such  manner  as it deems in its sole good  faith  business
judgment is in the best  interest of the Members  receiving  the proceeds of the
dissolution.

                                    SECTION X
                  TRANSFERS AND THE ADDITION, SUBSTITUTION AND
                              WITHDRAWAL OF MEMBERS

   10.01  Restrictions  on  Transfers.  Except  as  otherwise  provided  herein,
Membership Units may be assigned only as follows:

    (a)  Unless  waived  by the Board of  Managers,  a  Membership  shall not be
transferred in the absence of an opinion of counsel,  satisfactory  to the Board
of Managers,  that the  registration  of the sale of the Membership  Unit is not
required under the  Securities Act of 1933, as amended (the "1933 Act"),  or any
applicable state securities laws;

    (b) Any transfer of a  Membership  Unit,  other than to an existing  Member,
shall be effective only to give the Transferee the right to receive the share of
allocations  and  distributions  to which  the  transferor  would  otherwise  be
entitled. Any Transferee,  who is not a Member prior to the transfer,  shall not
have the  right to  become a  substituted  Member  unless  the  non-transferring
Members  holding at least  66-2/3% of the  Membership  Units not subject to such
transfer,  in the  exercise  of their sole and  absolute  discretion,  expressly
consent  thereto in  writing  and the  Transferee  agrees to be bound by all the
terms and  conditions  of this  Agreement as then in effect.  Unless and until a
Transferee is admitted as a substituted  Member,  the  Transferee  shall have no
right  to  exercise  any  of the  powers,  rights  and  privileges  of a  Member
hereunder.  A  Member  who  has  assigned  its  entire  interest  in  all of its
Membership Units shall cease to be a Member and thereafter shall have no further
powers, rights and privileges as a Member hereunder, but shall, unless otherwise
relieved of such  obligations  by  agreement  of all of the other  Members or by
operation of law,  remain liable for all  obligations  and duties  incurred as a
Member.  A  Transferee  who  becomes  a  substitute  Member  is  liable  for any
obligations  of its  transferor  to  make or  retain  capital  contributions  as
provided in this Agreement and by the Act;  provided,  however,  such transferor
shall not be obligated for  liabilities of its  Transferee  unknown to it at the
time it became a Member;

    (c) The Company may, in its reasonable  discretion,  charge a reasonable fee
to cover the additional  administrative  expenses incurred in connection with or
as a consequence of the transfer of its Membership Units;

    (d) The Company,  each Member and any other Person having  business with the
Company  need  deal  only  with  Members  who  are  admitted  as  Members  or as
substituted Members of the Company,  and they shall not be required to deal with
any other Person by reason of  assignment  by a Member or by reason of the death
of a Member,  except as otherwise provided in this Agreement.  In the absence of
the substitution (as provided herein) of a Member for an assigning or a deceased
Member,  any payment to a Member or to a Member's  executors  or  administrators
shall  release the Company and the Board of Managers  from all  liability to any
other  Persons who may be  interested in such payment by reason of an assignment
by, or the death of, such Member;

    (e) No  Person  shall  have a  perfected  lien or  security  interest  in an
Interest unless the creation of such security interest is in accordance with the
provisions  of this  Agreement  and the  Company is  notified  of such  security
interest  and  provided  a  copy  of all  documentation  with  respect  thereto,
including financing statements, prior to execution and filing;

    (f) Any transfer not in accord with this Agreement  shall be void ab initio;
and

    (g) Each Member  agrees not to transfer all or any of its  Membership  Units
(or take or omit to take any action,  filing,  election,  or other  action which
could result in a deemed transfer) if such transfer (either  considered alone or
in the  aggregate  with prior  transfers by other  Members)  would result in the
termination of the Company for federal  income tax purposes.  Such a transfer is
void ab initio.

   10.02 Right of First  Refusal.  Subject to the  provisions  of Section  10.03
below, in the event that any Member (the "Selling  Member")  desires to transfer
any of its Membership  Units in accordance with Section 10.01 above, the Company
shall have the right,  for a period of ten business days after the Company gives
notice to the  Selling  Member of receipt of the  opinion  described  in Section
10.01 above,  to purchase  such Units (or  designate a purchaser  for such Units
subject to the consent of the non-transferring  Members holding at least 66-2/3%
of the  Membership  Units not  subject to such  transfer as set forth in Section
10.01(b))  held by the Selling  Member at the price at which the Selling  Member
has received a good faith offer to purchase  such Units.  If the Company (or its
designee) shall not offer to purchase such Units within such ten-day period, the
remaining Members (the "Electing  Members") shall have the right for a period of
ten business days after the  expiration of the Company's  option to exercise its
right of  first  refusal,  to  purchase  a  proportionate  share of the  Selling
Member's  Membership Units at the price per Unit at which the Selling Member has
received a good faith offer to purchase  such Units.  If neither the Company (or
its designee) nor the Electing Members elect to purchase such Units within their
respective option periods, the Selling Member shall not be obligated to give the
Company or the remaining  Members any further  right of first refusal  hereunder
with  respect to the  proposed  sale and may proceed  with such sale or sales of
such Membership Units;  provided,  however, that any such sale or sales shall be
effected  within 90 days of the Company's  election not to exercise its right of
first refusal. For purposes of this Section 10.02, a "proportionate share" shall
mean the  portion  that each  Electing  Member's  Membership  Units bears to the
Membership  Units held by all Electing  Members  opting to purchase a portion of
the Selling Member's Membership Units pursuant to this Section 10.02.

   10.03  Termination.  The right of first  refusal  set forth in Section  10.02
above shall terminate and be of no further force and effect upon the election of
holders of more than 66-2/3% of the Membership Units.

   10.04 New Members or Additional Capital.  The Board of Managers may from time
to time (i) admit any Person to the Company as a new Member in exchange for such
Capital Contributions as the Board of Managers deems in the best interest of the
Company or (ii) accept  such  additional  Capital  Contributions  from  existing
Members as the Board of  Managers  deems in the best  interest  of the  Company;
provided  that  the  Board  of  Managers  determines  that  the sale of such new
Membership  Units  is  exempt  from  registration  under  the  1933  Act and all
applicable  state  securities  laws and any such new Members  expressly agree in
writing to be bound by all of the terms and conditions of this Agreement as then
in effect.

                                   SECTION XI
                                 INDEMNIFICATION

   11.01 Definitions in this Section:

      "applicant"  means the Person  seeking  indemnification  pursuant  to this
      Section XI.

      "expenses" includes counsel fees.

      "liability" means the obligation to pay a judgment,  settlement,  penalty,
fine,  including  any excise tax assessed  with  respect to an employee  benefit
plan, or reasonable expenses incurred with respect to a proceeding.

      "party"  includes an individual who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

      "proceeding" means any threatened,  pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal.

   11.02 Liability.  In any proceeding brought by or in the right of the Company
or brought by or on behalf of the Members of the Company,  no Manager or officer
of the  Company  shall be liable to the  Company  or its  Members  for  monetary
damages  with  respect  to any  transaction,  occurrence  or course of  conduct,
whether prior or subsequent to the effective date of this Section XI, except for
liability resulting from such Person's having engaged in willful misconduct or a
knowing violation of the criminal law or any federal or state securities law.

   11.03 Indemnification. The Company shall indemnify any Person who was or is a
party to any proceeding, including a proceeding brought by a Member in the right
of the  Company  or brought by or on behalf of the  Members of the  Company,  by
reason of the fact that he is or was a Manager or officer of the Company,  or is
or was serving at the request of the  Company as a manager,  director,  trustee,
partner  or  officer  of  another  limited   liability   company,   corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
against any liability  incurred by him in connection with such proceeding unless
he engaged in willful  misconduct or a knowing  violation of the criminal law. A
Person is  considered  to be serving an employee  benefit plan at the  Company's
request if his duties to the Company also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.
The Board of Managers  is hereby  empowered,  by a majority  vote of a quorum of
disinterested  Managers,  to enter into a contract to  indemnify  any Manager or
officer in respect of any proceedings arising from any act or omission,  whether
occurring before or after the execution of such contract.

   11.04 Applicability. The provisions of this Section XI shall be applicable to
all  proceedings  commenced  after the  adoption  hereof by the  Members  of the
Company,  arising from any act or omission,  whether  occurring  before or after
such  adoption.  No amendment or repeal of this Section XI shall have any effect
on the rights provided under this Section XI with respect to any act or omission
occurring prior to such amendment or repeal. The Company promptly shall take all
such  actions,  and make  all such  determinations,  as  shall be  necessary  or
appropriate  to comply  with its  obligation  to make any  indemnity  under this
Section  XI  and  shall  promptly  pay or  reimburse  all  reasonable  expenses,
including attorneys' fees, incurred by any such Manager or officer in connection
with  such  actions  and  determinations  or  proceedings  of any  kind  arising
therefrom.

   11.05  Standard of Conduct.  The  termination  of any proceeding by judgment,
order,  settlement,  conviction,  or  upon  a plea  of  nolo  contendere  or its
equivalent,  shall not of itself create a presumption that the applicant did not
meet the standard of conduct described in Sections 11.02 or 11.03.

   11.06 Determination of Standard of Conduct. Any indemnification under Section
11.03  (unless  ordered  by a  court)  shall  be  made  by the  Company  only as
authorized in the specific case upon a determination that indemnification of the
applicant  is  proper in the  circumstances  because  he has met the  applicable
standard of conduct set forth in Section 11.03.

   The determination shall be made:

    (a) By the Board of Managers by a majority  vote of a quorum  consisting  of
Managers not at the time parties to the proceeding;

    (b) If a quorum cannot be obtained under subsection (a) of this section,  by
majority vote of a committee duly  designated by the Board of Managers (in which
designation the Managers who are parties may participate),  consisting solely of
two or more Managers not at the time parties to the proceeding;

    (c) By special legal counsel:

        (i)  Selected by the Board of Managers  or its  committee  in the manner
prescribed in subsection (a) or (b) of this Section 11.06; or

        (ii) If a quorum  of the Board of  Managers  cannot  be  obtained  under
subsection  (a) of this  section  and a  committee  cannot be  designated  under
subsection  (b) of this section,  selected by majority vote of the full Board of
Managers, in which selection the Managers who are parties may participate; or

    (d) By the  Members,  but Units  owned by or voted  under the control of the
Managers who are at the time parties to the  proceeding  may not be voted on the
determination.

   Any  evaluation as to  reasonableness  of expenses  shall be made in the same
manner as the determination that indemnification is appropriate,  except that if
the  determination  is made by special  legal  counsel,  such  evaluation  as to
reasonableness  of expenses shall be made by those entitled under subsection (c)
of this Section 11.06 to select counsel.

   Notwithstanding  the  foregoing,  in the event there has been a change in the
composition of a majority of the Board of Managers after the date of the alleged
act  or  omission  with  respect  to  which   indemnification  is  claimed,  any
determination as to indemnification  and advancement of expenses with respect to
any claim for indemnification  made pursuant to this Section XI shall be made by
special legal counsel agreed upon by the Board of Managers and the applicant. If
the Board of Managers  and the  applicant  are unable to agree upon such special
legal  counsel  the Board of  Managers  and the  applicant  each shall  select a
nominee, and the nominees shall select such special legal counsel.

   11.07   Expenses.

    (a) The Company shall pay for or reimburse the reasonable  expenses incurred
by any applicant who is a party to a proceeding in advance of final  disposition
of the proceeding or the making of any determination  under Section 11.06 if the
applicant furnishes the Company:

         (i)a written  statement  of his good faith  belief  that he has met the
            standard of conduct described in Section 11.03; and

        (ii) a written  undertaking,  executed  personally or on his behalf,  to
repay the  advance  if it  ultimately  is  determined  that he did not meet such
standard of conduct.

    (b) The  undertaking  required by paragraph  (ii) of subsection  (a) of this
section shall be an unlimited  general  obligation of the applicant but need not
be secured and may be accepted  without  reference to financial  ability to make
repayment.

    (c) Authorizations of payments under this Section 11.07 shall be made by the
Persons specified in Section 11.06.

   11.08 Additional  Indemnities.  The Board of Managers is hereby empowered, by
majority vote of a quorum  consisting of  disinterested  Managers,  to cause the
Company to  indemnify  or  contract to  indemnify  any Person not  specified  in
Section 11.02 or 11.03 who was, is or may become a party to any  proceeding,  by
reason of the fact that he is or was an employee or agent of the Company,  or is
or was serving at the request of the  Company as a manager,  director,  officer,
employee or agent of another company, corporation,  partnership,  joint venture,
trust, employee benefit plan or other enterprise,  to the same extent as if such
Person  were  specified  as one to whom  indemnification  is  granted in Section
11.03. The provisions of Sections 11.04 through 11.07 shall be applicable to any
indemnification provided hereafter pursuant to this Section 11.08.

   11.09 Insurance. The Company may purchase and maintain insurance to indemnify
it against the whole or any portion of the liability assumed by it in accordance
with this  Section XI and may also  procure  insurance,  in such  amounts as the
Board of  Managers  may  determine,  on  behalf  of any  Person  who is or was a
Manager,  officer, employee or agent of the Company, or is or was serving at the
request of the  Company as a manager,  director,  officer,  employee or agent of
another  company,  corporation,  partnership,  joint  venture,  trust,  employee
benefit plan or other  enterprise,  against any  liability  asserted  against or
incurred by him in any such capacity or arising from his status as such, whether
or not the Company  would have power to  indemnify  him against  such  liability
under the provisions of this Section XI.

   11.10 Exclusivity.  Every reference herein to managers, directors,  officers,
employees  or  agents  shall  include  former  managers,  directors,   officers,
employees and agents and their respective heirs,  executors and  administrators.
The indemnification hereby provided and provided hereafter pursuant to the power
hereby  conferred  by this Section  11.10 on the Board of Managers  shall not be
exclusive of any other rights to which any Person may be entitled, including any
right under  policies of insurance  that may be purchased and  maintained by the
Company or others,  with  respect to claims,  issues or matters in  relation  to
which the Company  would not have the power to  indemnify  such person under the
provisions  of this  Section XI. Such rights  shall not prevent or restrict  the
power of the Company to make or provide for any further indemnity, or provisions
for   determining   entitlement   to   indemnity,   pursuant   to  one  or  more
indemnification agreements or other arrangements (including, without limitation,
creation  of trust funds or  security  interests  funded by letters of credit or
other  means)  approved  by the  Board of  Managers  (whether  or not any of the
Managers  of the  Company  shall  be a  party  to or  beneficiary  of  any  such
agreements  or  arrangements);  provided,  however,  that any  provision of such
agreements  or other  arrangements  shall not be  effective if and to the extent
that it is determined to be contrary to this Section 11.10 or applicable laws of
the State.

                                   SECTION XII
                            MISCELLANEOUS PROVISIONS

   12.01 Fixing Record Date. For the purpose of determining  Members entitled to
notice of or to vote at any meeting of Members or any  adjournment  thereof,  or
entitled to receive a payment of any kind,  or in order to make a  determination
of  Members  for any other  proper  purpose,  the Board of  Managers  may fix in
advance a date as the record date for any such  determination  of Members,  such
date in any case to be not more than seventy days prior to the date on which the
particular action,  requiring such determination of Members,  is to be taken. If
no record date is fixed for the  determination  of Members entitled to notice of
or to vote at a meeting of Members,  or Members entitled to receive payment of a
distribution, the date on which notices of the meeting are mailed or the date on
which the  resolution of the Board of Managers  declaring such  distribution  is
adopted,  as the case may be, shall be the record date for such determination of
Members.  When a  determination  of Members  entitled  to vote at any meeting of
Members has been made as  provided in this  Section  12.01,  such  determination
shall apply to any adjournment  thereof unless the Board of Managers fixes a new
record  date,  which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.

   12.02  Fiscal and  Taxable  Year.  The fiscal  year and  taxable  year of the
Company shall be the calendar year or such other taxable year as may be required
by Section 706(b) of the Code.

   12.03 Voting of Shares Held.  Unless otherwise  provided by resolution of the
Board of Managers or of the Executive Committee,  if any, the President may from
time to time appoint an attorney or attorneys or agent or agents of the Company,
in the name and on behalf of the Company, to cast the vote which the Company may
be entitled to cast as a member,  shareholder or otherwise in any other company,
any of whose  securities may be held by the Company,  at meetings of the holders
of the  shares or other  securities  of such  other  company,  or to  consent in
writing  to any  action  by any such  other  company;  and the  President  shall
instruct  the person or persons so  appointed  as to the manner of casting  such
votes or giving  such  consent and may execute or cause to be executed on behalf
of the Company such written proxies,  consents,  waivers or other instruments as
may be  necessary  or proper.  In lieu of such  appointment  the  President  may
himself attend any meetings of the holders of shares or other  securities of any
such other company and there vote or exercise any or all power of the Company as
the holder of such shares or other securities of such other company.

   12.04  Representations  from  Recipients.  As a  condition  to the  Company's
lending or  investing  funds,  the  Company  shall  require the person or entity
receiving  such funds to certify to the Company in writing,  in such form as the
Board of Managers shall  determine,  that no officer,  director or employee of a
Virginia  state  bank  that is a Member  of the  Company  or any  member of such
individual's  immediate  family,  has any  ownership  interest  in the person or
entity receiving the funds.

   12.05 Reports.  Not less frequently than annually,  the Company shall prepare
and distribute to the Members a report of its activities since the prior report.
The  report  shall  contain  detailed  information,   financial  and  otherwise,
describing the Company's financial condition, its portfolio of investments,  the
extent to which the Company is fulfilling its purposes as stated in its Articles
of Organization and this Agreement,  and any other information the Company deems
relevant.  The Company  shall  prepare and deliver,  or cause to be prepared and
delivered,  to the Members, no later than 75 days after the close of each fiscal
year, a Schedule K-i, a copy of the Company's informational tax return (IRS Form
1065),  and such  other  reports  setting  forth in  sufficient  detail all such
information and data with respect to the  transactions  effected by or involving
the Company  during such fiscal year as shall enable the Company and each Member
to prepare its federal,  state,  and local income tax returns in accordance with
the laws, rules, and regulations then prevailing.

   12.06 Bank Accounts; Checks, Notes and Drafts. (a) Funds of the Company shall
be  deposited  in an account or  accounts  of a type,  in form and name and in a
bank(s) or other  financial  institution(s)  which are  participants  in federal
insurance  programs as selected by the Board of Managers.  The Board of Managers
shall  arrange  for the  appropriate  conduct  of such  accounts.  Funds  may be
withdrawn from such accounts only for bona fide and legitimate  Company purposes
and may from  time to time be  invested  in such  short-term  securities,  money
market funds,  certificates  of deposit,  or other liquid assets as the Board of
Managers deems appropriate.

    (b) The Members  acknowledge that the Board of Managers may maintain Company
funds in accounts,  money market funds,  certificates of deposit or other liquid
assets in excess of the  insurance  provided  by the Federal  Deposit  Insurance
Corporation,  or other depository  insurance  institutions and that the Board of
Managers shall not be accountable or liable for any loss of such funds resulting
from failure or insolvency of the depository institution.

    (c) Checks,  notes,  drafts, and other orders for the payment of money shall
be  signed  by such  persons  as the  Board of  Managers  from  time to time may
authorize.  When the Board of Managers so authorizes,  however, the signature of
any such person may be a facsimile.

   12.07 Books and Records.  At all times  during the term of the  Company,  the
Board of Managers  shall keep, or cause to be kept,  full and accurate  books of
account,  records and supporting  documents,  which shall  reflect,  completely,
accurately and in reasonable detail, each transaction of the Company.  The books
of account shall be maintained and tax returns  prepared and filed on the method
of  accounting  determined  by the  Board of  Managers.  The  books of  account,
records,  and all documents and other  writings of the Company shall be kept and
maintained at the principal office of the Company. Each Member or its designated
representative  shall,  upon  reasonable  notice to the Board of Managers,  have
access  to such  financial  books,  records,  and  documents  during  reasonable
business  hours  and  may  inspect  and  make  copies  of any of them at its own
expense.

The Board of Managers  shall cause the Company to keep at its  principal  office
the following:

    (i) a current list of the full name and last known business  address of each
Member, in alphabetical order;

    (ii)  a copy  of  the  Articles  of  Organization  and  the  Certificate  of
Organization,  and all  Articles of  Amendment  and  Certificates  of  Amendment
thereto;

    (iii) copies of the Company's  federal,  state, and local income tax returns
and reports, if any, for the three most recent years; and

    (iv) copies of this Agreement,  as amended,  and of any financial statements
of the Company for the three most recent years.

   12.08  Audits.  Any  Member  may at any  time,  but no more  frequently  than
annually,  request the Company to have an  independent  accounting  firm prepare
audited  financial  statements  of the Company.  The Member  requesting an audit
shall bear the expenses of such audit.

   12.09 Tax Matters Partner.  Howard Ullman,  or such other Member as the Board
of Managers may designate  from time to time,  shall be the Tax Matters  Partner
for the Company  within the meaning of Section  6231(a)(7) of the Code.  The Tax
Matters  Partner  shall  have the  right  and  obligation  to take  all  actions
authorized and required,  respectively, by the Code for the Tax Matters Partner.
In the event the Tax  Matters  Partner  receives  notice of a final  partnership
adjustment  under Section  6223(a)(2) of the Code, the Tax Matters Partner shall
either (i) file a court  petition for judicial  review of such final  adjustment
within the period  provided  under Section  6226(a) of the Code, a copy of which
petition  shall be mailed  to all other  Members  on the date such  petition  is
filed,  or (ii) mail a written notice to all other  Members,  which such period,
that describes the Tax Matters  Partner's  reasons for  determining  not to file
such a petition.

   12.10 Tax Elections. The Board of Managers shall make any available elections
under  the  Code or any  applicable  state  or local  tax law on  behalf  of the
Company. If requested by a Member, the Board of Managers shall cause the Company
to make an  election  under  Section  754 of the  Code in  connection  with  any
transfer by the Member of any of its Membership Units. No election shall be made
by the Company or any Member for the Company to be excluded from the application
of any of the provisions of Subchapter K, Chapter 1 of Subtitle A of the Code or
from any similar provisions of any state or local tax laws.

   12.11 Notices.  Unless  otherwise  provided  herein,  any offer,  acceptance,
election,  approval,  consent,  certification,  request, waiver, notice or other
communication   required  or  permitted  to  be  given  hereunder   (hereinafter
collectively referred to as a "Notice"), shall be given by enclosing the same in
an  envelope  addressed  to the  Member to whom the Notice is to be given at the
address of such Member as set forth in the records  maintained by the Company or
at such other  address as any Member  hereafter  may designate to the Company in
accordance with the provisions of this Section 12.11,  and deposited in the U.S.
Mail postage prepaid. In addition, the Board of Managers shall be sent a copy of
all such Notices, by registered or certified mail, return receipt requested. The
date at which notice shall be deemed  received  shall be the date of the receipt
of the copy of such notice by the Board of Managers.

   12.12  Entire  Agreement.  This  Agreement,  including  the Exhibits or other
documents or schedules  attached  hereto or  incorporated  herein by  reference,
constitutes  the entire  agreement  of the Members  with  respect to the matters
covered  herein.  This  Agreement  supersedes  all  prior  agreements  and  oral
understandings among the Members with respect to such matters.

   12.13  Amendment.  Except as provided by law, in the Articles of Organization
or otherwise set forth herein,  this  Agreement may be amended or altered at any
meeting of the Board of  Managers by the  affirmative  vote of a majority of the
number of Managers  fixed by this  Agreement.  The  Members  entitled to vote in
respect of the election of Managers,  however,  shall have the power to rescind,
amend,  alter or repeal  any  provision  hereto and to enact  provisions  hereto
which, if expressly so provided, may not be amended,  altered or repealed by the
Board of Managers.

   12.14  Interpretation.  Whenever the context may require, any noun or pronoun
used herein shall include the corresponding masculine, feminine or neuter forms.
The singular form of nouns, pronouns and verbs shall include the plural and vice
versa.

   12.15  Severability.  Each  provision of this  Agreement  shall be considered
severable  and  if for  any  reason  any  provision  or  provisions  hereof  are
determined to be invalid and contrary to existing or future law, such invalidity
shall not impair the operation or affect those portions of this Agreement  which
are valid, and this Agreement shall remain in full force and effect and shall be
construed  and  enforced  in all  respects as if such  invalid or  unenforceable
provision or provisions had been omitted.

   12.16  Burden and Benefit  Upon  Successors.  Except as  expressly  otherwise
provided  herein,  this Agreement is binding upon, and inures to the benefit of,
the  parties  hereto  and their  respective  heirs,  executors,  administrators,
personal and legal representatives, successors and assigns.

   12.17 Further  Assurances.  Each Member hereby agrees that it shall hereafter
execute and deliver such further  instruments,  provide all information and take
or forbear such further acts and things as may be reasonably  required or useful
to  carry  out  the  intent  and  purpose  of  this  Agreement  and as  are  not
inconsistent with the terms hereof.

   12.18  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which shall be an original but all of which together will
constitute one instrument, binding upon all parties hereto, notwithstanding that
all of such parties may not have executed the same counterpart.

   IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the date
and year first above written.





MEMBERS:

-------------------------------------

CBQ, Inc.

-----------------------------------

Howard Ullman

---------------------------------------

Jeffrey Postal

----------------------------------------

Cora Wong

----------------------------------------

Bart Fisher














SCHEDULE A





Member                     Percentage of Membership Interests





CBQ, Inc.                           40%





Bart Fisher                         15%





Jeffrey Postal                      15%





Cora Wong                           15%





Howard Ullman                       15%