Exhibit 10.5

Rand Capital Management, LLC(A Delaware Limited Liability Company)LIMITED LIABILITY COMPANY AGREEMENTDated as of January 16, 2002 

LIMITED LIABILITY COMPANY AGREEMENT

__________________

RAND CAPITAL MANAGEMENT, LLC

 

     This LIMITED LIABILITY COMPANY AGREEMENT (this "**Agreement**")of Rand Capital Management, LLC, a Delaware limited liability company (the "**Company**"),is entered into this 16th day of January, 2002, by the Member****set forthon Schedule A attached hereto as such Schedule A may be amendedfrom time to time pursuant to this Agreement. The Member agrees as follows:

RECITALS

    WHEREAS, on January 14, 2002, an authorized person filed aCertificate of Formation forming the Company as a limited liability companyunder the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101 *etseq*. (as amended from time to time, the "**Act**"), with the Secretary ofState of the State of Delaware (as such certificate may be amended from time totime by additional filings with the Secretary of State of the State of Delaware,the "Certificate"); and

    WHEREAS, the Member has agreed to enter into this Agreementto continue the Company for the sole purpose of managing one or more smallbusiness investment companies licensed under the Small Business Investment Actof 1958, as amended (each, an "**SBIC**"), and to operate the Company inaccordance with the terms and subject to the conditions set forth in thisAgreement.

    NOW, THEREFORE, for and in consideration of the mutualcovenants contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the Member, intendinglegally to be bound, agrees as follows:

ARTICLE 1DEFINITIONS

    As used herein, the following capitalized terms shall havethe meanings specified in this Article unless the context otherwise specifies.Other terms are defined in the text of this Agreement; and, throughout thisAgreement, those terms shall have the meanings respectively ascribed to them.Section references, unless otherwise specified, are references to sections ofthis Agreement.

    "**Act**" means the Delaware Limited Liability CompanyAct, 6 Del. C. Section 18-101 *et seq*., as amended from time to time. 

    "**Affiliate**" means, with respect to any Person, anyother Person that directly or indirectly controls, is controlled by, or is undercommon control with that Person. For purposes of this definition, a Person shallbe deemed to control an entity of which he is an officer, director or generalpartner or in which such Person is the beneficial owner of ten percent (10%) ormore of the outstanding voting securities.

    "**Agreement**" means this written Limited LiabilityCompany Agreement of the Company, which is binding on the Member, as suchAgreement may be amended in writing from time to time by the Member.

    "**Book Value**" means, with respect to any Company asset,the asset's adjusted basis for federal income tax purposes, except that the BookValues of all Company assets shall be adjusted to equal their respective FairMarket Values, in accordance with the rules set forth in Section 1.704-1(b)(2)(iv)(f)of the Regulations, except as otherwise provided in this Agreement, immediatelyprior to: (a) the date of the acquisition of any additional Interest by any newor existing Member in exchange for more than a de minimis Capital Contribution;(b) the date of the actual distribution of more than a de minimis amount ofCompany property (other than a pro rata distribution) to a Member; or (c) thedate of the actual liquidation of the Company within the meaning of Section1.704-1(b)(2)(ii)(g) of the Regulations; *provided* that adjustmentspursuant to clauses (a) and (b) above shall be made only if the Memberdetermines in its sole discretion that such adjustments are necessary orappropriate to reflect the relative economic interests of the Member. The BookValue of any Company asset distributed to the Member shall be adjustedimmediately prior to such distribution to equal its Fair Market Value. The BookValue of any Company asset shall be adjusted to reflect any write-down thatconstitutes a disposition of such asset.

    "**Capital****Contribution**" means, with respect toeach Member, any contribution to the capital of the Company by such Member asprovided in this Agreement.

    "**Certificate**" means the Company's Certificate ofFormation as filed with the Secretary of State of Delaware, as such Certificatemay be amended from time to time by additional filings with the Secretary ofState of Delaware.

    "**Code**" means the Internal Revenue Code of 1986, asamended, or any corresponding provision of any succeeding law. 

    "**Company**" means Rand Capital Management, LLC, aDelaware limited liability company.

    "**Conditions of Transfer**" shall have the meaning setforth in **Section 6.1(a)**.

    "**Fair****Market****Value**" of an asset meansits fair market value as determined in accordance with the investment guidelinesprovided in the Fund Agreement.

    "**Fund**" means Rand Capital SBIC, L.P., a Delawarelimited partnership.

    "**Fund Agreement**" means the Agreement of LimitedPartnership of the Fund, as amended from time to time.

    "**Indemnified Party**" shall have the meaning set forthin **Section 5.4**.

    "**Interest**" means all of the Member's rights andinterests in the Company in its capacity as a member of the Fund.

    "**Investment Company Act**"****means the Investment Company Actof 1940, as amended, or any corresponding provision of any succeeding law.

    "**Management Committee**" shall have the meaning set forthin **Section 5.2.**
   "**Member**" means that Member set forth in Schedule Aand any additional substitute Member duly accepted pursuant to the terms of thisAgreement, provided no such Member has dissociated from the Company pursuant tothis Agreement or the Act.

    "**Person**" means an individual, a general partnership, alimited partnership, a domestic or foreign limited liability company, a trust,an estate, an association, a corporation, or any other legal or commercialentity. 

    "**Property**" means all properties and assets, whethertangible or intangible, that the Company may own or otherwise have an interestin from time to time whether held in the name of the Company or in the name ofthe Member, manager, agent or other nominee if the Member, manager, agent ornominee is identified or holds himself out as a nominee for the Company.
**    "**Rand**"****means Rand Capital Corporation, a New Yorkcorporation and business development company as defined in Section 2(a)(48) ofthe Investment Company Act.

    "**Regulations**" means the income tax regulations,including any temporary regulations, from time to time promulgated under theCode.

    "**SBA**" means the U.S. Small Business Administration.

    "**SBIC**" means a small business investment companylicensed under the Small Business Investment Act of 1958, as amended. 

    "**Tax Matters Member**" shall have the meaning set forthin Section 8.5.

    "**Transfer**" means, when used as a noun, any voluntarysale, hypothecation, pledge, assignment, attachment or other transfer, and, whenused as a verb, means voluntarily to sell, hypothecate, pledge, assign orotherwise transfer. 
**ARTICLE 2GENERAL PROVISIONS

    2.1 ORGANIZATION. The Member formed the Company as aDelaware limited liability company by filing the Certificate with the Secretaryof State of the State of Delaware on January 14, 2002.
**    2.2**NAME.** The name of the Company is Rand CapitalManagement, LLC. The Company may do business under that name and under any othername or names approved by the Member. If the Company does business under a nameother than that set forth in its Certificate, then the Company shall file atrade name certificate as required by law. 
**    2.3**PURPOSE.**The Company is organized solely toserve as the general partner of Rand Capital SBIC, L.P., a Delaware limitedpartnership (the "**Fund**"), which is applying for a license from the SBA tooperate as an SBIC, and to operate, manage and maintain the Fund pursuant to theAgreement of Limited Partnership of the Fund, as amended from time to time (the"**Fund Agreement**"), and, subject to Section 3.01 of the Fund Agreement,one or more additional SBICs that may be formed and licensed in the future, andin furtherance thereof to engage in any lawful act or activity for which alimited liability company may be organized under the Act. In furtherance of theCompany's purpose, the Company shall make the initial cash contribution, and theadditional contributions, stated in the Fund Agreement.
**    2.4 TERM. The Company began upon the filing of theCertificate and shall terminate thirty (30) days following the termination ofthe Fund, unless the term is extended by the Member.
**    2.5**PRINCIPAL OFFICE.**The principal office of theCompany shall be at 2200 Rand Building, Buffalo, NY 14203, or at any other placedesignated by the Member.
**    2.6 RESIDENT AGENT. The name and address of the Company'sinitial resident agent in the State of Delaware is The Corporation TrustCompany, 1209 Orange Street, Wilmington, Delaware 19801. Any change in theresident agent or the resident agent's business or residence address shall betimely filed with the Secretary of State of Delaware.
**    2.7**MEMBER.** The name, present mailing address andmaximum Capital Contributions of the Member are set forth on Schedule Ahereto. 
**ARTICLE 3CAPITAL

    3.1 CAPITAL CONTRIBUTIONS.**
        a.    The current maximum Capital Contributions required to bemade by the Member pursuant to this **Section 3.1** is set forth on Schedule A hereto.

        b.    Except as otherwise provided in this **Section 3.1**,the Member shall not be required to contribute any capital to the Company. TheMember shall not have any personal liability for any obligation of the Company.

        c.    In the event that the Company is required to contributecapital to the Fund, the Member shall make a Capital Contribution to the Companyin such amount. 

        d.    Each contribution of capital to the Company shall be madeby means of a check or by wire transfer of funds to an account designated by theCompany.
**    3.2 NO INTEREST ON CAPITAL CONTRIBUTIONS. The Membershall not be paid interest on its Capital Contributions. 
**    3.3 RETURN OF CAPITAL CONTRIBUTIONS. Except as otherwiseprovided in this Agreement, the Member shall not have the right to receive anyreturn of any Capital Contribution. If the Member is entitled to receive areturn of a Capital Contribution, the Company may distribute cash, notes,Property or a combination thereof to the Member in return of the CapitalContribution.
**ARTICLE 4DISTRIBUTIONS

    4.1  DISTRIBUTIONS GENERALLY. Distributions of cash and/or securities received by theCompany shall be made to the Member from time to time as determined by theCompany in its sole and absolute discretion.
**    4.2 DISTRIBUTIONS IN KIND. If any assets of the Companyare distributed in kind to the Member, those assets shall be valued on the basisof their Fair Market Value. The profit or loss for each unsold asset shall bedetermined as if the asset had been sold at its Fair Market Value, and theprofit or loss shall be allocated as provided in **Section 4.1**.
**ARTICLE 5MANAGEMENT: RIGHTS, POWERS AND DUTIES

    5.1MANAGEMENT.**
        a.    Subject to **Section 5.2,** the Company shall be managedby the Member, which shall have the right, power and authority, to manage,operate and control the business and affairs of the Company and to do or causeto be done any and all acts, at the expense of the Company, deemed by the Memberto be necessary or appropriate to effectuate the purposes of the Company. Noother person may manage the Company without the prior approval of the SBA andthe Member. Except as otherwise provided in the Agreement (including **Section5.2**), all decisions and determinations with respect to the management oroperation of the Company shall be made by the Member. 

        b.    Without limiting the foregoing, the Member may make adecision or determination with respect to the management or operation of theCompany in its discretion with respect to the following matters:

                            i.    open, maintain and close accounts for the              Company and the Fund;

                           ii.    retain and dismiss investment bankers,              attorneys, accountants, consultants, custodians, contractors,              nominees and other agents of the Company and the Fund;

                          iii.    execute on behalf of the Company, as general              partner of the Fund, any agreement between the Company and the              Fund, or any amendment or termination thereof, where the amount at              issue is less than $25,000;

                         iv.    enter into, make and perform contracts,              agreements and other undertakings on behalf of the Company or the              Fund with third parties where the amount at issue is less than              $25,000; and

                          v.      expend any sum of money in an amount less than              $10,000.

        c.    To the extent any action by the Company has beenappropriately authorized in accordance with this **Article 5**, the Membershall have the right to act for and bind the Company to such action.

        d.    The Member's board of directors shall at all times becomprised of a majority of individuals who are not "interested persons" (asdefined in Section 2(a)(19) of the Investment Company Act) of the Company or theMember. If at any time the Member's board of directors fails to meet thisstandard, the Member will take action within 90 days to correct that condition.
**    5.2 MANAGEMENT COMMITTEE. There is hereby established amanagement committee of the Company (the **"Management Committee"**), whichinitially shall consist of Allen F. Grum, Jr. and Daniel P. Penberthy. TheManagement Committee shall have the power to cause the Company to makeinvestment decisions on behalf of the Fund, including decisions to acquire orsell or otherwise dispose of investments. All decisions of the ManagementCommittee shall require the unanimous consent of its members. A person may beadded to the Management Committee only with the prior written approval of theMember and the SBA. In addition, the Member may remove any or all of the membersof the Management Committee in its discretion and with the approval of the SBA.If the Member removes all of such members according to this **Section 5.2**,then the Member may perform the duties described in this **Section 5.2** orappoint one or more Persons to perform such duties, in either case with theapproval of the SBA. When making investment decisions, the members of theManagement Committee and the Member shall meet the standard of care set forth inSection 3.09 of the Fund Agreement.
**    5.3 DUTIES OF CARE. The Member shall exercise its bestjudgment in carrying out its obligations hereunder. The Member, its Affiliatesand the members of the Management Committee shall not be liable to the Companyor to one another for any loss suffered by the Company or the Member whicharises out of any action or omission of the Member, its Affiliates or a memberof the Management Comittee, provided that the action taken or omitted to betaken by the Member, Affiliate or member of the Management Committee was takenor omitted to be taken in good faith and in a manner the Member, its Affiliateof the member of the Management Committee reasonably believed to be in or notopposed to the best interests of the Company, and, with respect to any criminalaction or proceeding, had no reasonable cause to believe its conduct wasunlawful. 
**    5.4 INDEMNIFICATION. Except as otherwise required by lawor the provisions of this Agreement, the Company shall indemnify the Member andits owners, directors, officers, employees or agents and the members of theManagement Committee (each, an **"Indemnified Party"**) against any losses,liabilities, damages or expenses (including amounts paid for attorneys' fees,judgments and settlements in connection with any threatened, pending orcompleted action, suit or proceeding) to which any of such Persons may directlyor indirectly become subject for action taken or omitted to be taken consistentwith the duty of care set forth in **Section 5.3**; *provided, however,*that no Indemnified Party shall be entitled to collect any amounts pursuant tothe provisions of this **Section 5.4** unless such Indemnified Party haspreviously exhausted such Indemnified Party's claim for indemnification from theFund for such losses, liabilities, damages or expenses pursuant to theprovisions in Section 3.10 of the Fund Agreement.
**    5.5 AGREEMENTS WITH MEMBER. The Company may acquireProperty from or lease or sell Property to, borrow money from or lend money to,enter into any agreement or contract with, or reimburse for reasonableout-of-pocket expenses incurred in connection with business of the Company, theMember, any Affiliate of the Member or other Person related to the Member, orany member of the Management Committee on such arms-length terms and conditionsas the Member shall determine to be appropriate. 
**ARTICLE 6TRANSFER OF INTERESTS

    6.1TRANSFERS.**
        a.    The Member may not Transfer an Interest unless all of thefollowing conditions ("**Conditions of Transfer**") are satisfied:

                             i.    the Transfer will not require registration of Interests under              any federal or state securities laws;

                             ii.    the transferee delivers to the Company a written instrument              agreeing to be bound by the terms of this Agreement;

                             iii.    the Transfer will not result in the termination              of the Company pursuant to Code Section 708;

                            iv.    the Transfer will not result in the Company              being subject to the Investment Company Act of 1940, as amended;              and

                             v.    the transferor or the transferee delivers the              following information to the Company: (1) the transferee's              taxpayer identification number; and (2) the transferee's initial              tax basis in the Interest.

        b.    If the Conditions of Transfer are satisfied, then the Membermay Transfer all, but not less than all, of its Interest; *provided, however*,that the transferee shall be admitted as a Member and be entitled to exercisethe rights of a Member only, if applicable under the SBIC Act, the consent ofthe SBA has been obtained and the transferee has executed and delivered thisAgreement. 

        c.    A transferee that is not admitted as a Member shall have,with respect to the transferred Interest, the economic rights to receivedistributions and allocations, and shall have the obligation to make capitalcontributions pursuant to **Section 3.1** but shall not be entitled to voteon matters coming before the Members, participate in the management of theCompany, act as an agent of the Company, or have any other non-economic rightsof a "member" of the Company.

        d.    The Member hereby acknowledges the reasonableness of theprohibition contained in this **Section 6.1** in view of the purposes of theCompany. The Transfer of any Interest in violation of the prohibition containedin this **Section 6.1** shall be deemed invalid, null and void, and of noforce or effect.

        e.    The Member and the transferee of the Member's Interest shallbe jointly and severally obligated to reimburse the Company for all reasonableexpenses (including attorneys' fees and expenses) of any Transfer or proposedTransfer of the Member's Interest, whether or not consummated.

        f.    The transferee of the Member's Interest shall be treated ashaving made all of the Capital Contributions made by, and received all of thedistributions received by the transferor of such Interest.
**ARTICLE 7DISSOLUTION

    7.1 EVENTS OF DISSOLUTION.**
        The Company shall be dissolved and shall commence the windingup of its affairs upon the occurrence of any of the following events: (i) at thetime specified by the Member; or (ii) the occurrence of any other event that,under the Act (taking into account the applicable provisions of this Agreement),would cause the dissolution of the Company or that would make it unlawful forthe business of the Company to be continued. Notwithstanding the foregoing, theCompany shall not be dissolved at any time prior to the dissolution of the Fund.
**    7.2 PROCEDURE FOR WINDING UP AND DISSOLUTION. If theCompany is dissolved, the Member shall wind up its affairs. On winding up of theCompany, the assets of the Company, subject to applicable provisions of the Act,shall be distributed in the following manner and order:

         a.     First, to the payment of the expenses of liquidation;

        b.    Second, in satisfaction of the debts and liabilities of theCompany owing to creditors of the Company other than members of the Company;

        c.    Third, to the setting up of any reserves that the Member maydeem reasonably necessary for any contingent or unforeseen liabilities orobligations of the Company;

        d.    Fourth, in satisfaction of the debts and liabilities of theCompany owing to creditors of the Company that are members of the Company; and

         e.    Thereafter, to the Member.
**    7.3 FILING OF CERTIFICATE OF CANCELLATION. If the Companyis dissolved, the Member shall promptly file a Certificate of Cancellation withthe Secretary of State of Delaware.
**ARTICLE 8BOOKS, RECORDS, ACCOUNTING AND TAX ELECTIONS

    8.1 BANK ACCOUNTS. All funds of the Company shall bedeposited in a bank account or accounts maintained in the Company's name. TheMember shall determine the institution or institutions at which the accountswill be opened and maintained, the types of accounts, and the Persons who willhave authority with respect to the accounts and the funds therein. 
**    8.2 BOOKS AND RECORDS.**
        a.    The Member shall keep or cause to be kept complete andaccurate books and records of the Company and supporting documentation of thetransactions with respect to the conduct of the Company's business. The recordsshall include, but not be limited to, complete and accurate informationregarding the state of the business and financial condition of the Company,copies of the Certificate and this Agreement and all amendments to theCertificate and this Agreement; a current list of the name and last knownbusiness, residence, or mailing addresses of the Member; and the Company'sfederal, state, or local tax returns. 

        b.    The books and records shall be maintained in accordance withsound accounting practices and shall be available at the Company's PrincipalOffice for examination by the Member or the Member's duly authorizedrepresentative at any and all reasonable times during normal business hours. 
**    8.3 ANNUAL**ACCOUNTING PERIOD AND FISCAL YEAR.**Theannual accounting period of the Company and the fiscal year of the Company shallbe the calendar year, subject to the requirements and limitations of the Code.
**    8.4 REPORTS. Within ninety (90) days after the end ofeach fiscal year of the Company, the Member shall cause to be sent to eachPerson who was a Member at any time during the accounting year then ended: (i)an annual compilation report, prepared by the Company's independent accountantsin accordance with standards issued by the American Institute of CertifiedPublic Accountants; and (ii) a report summarizing the fees and otherremuneration paid by the Company to the Member or any Affiliate in respect ofthe fiscal year. In addition, within seventy-five (75) days after the end ofeach fiscal year of the Company, the Member shall cause to be sent to eachPerson who was a Member at any time during the fiscal year then ended, that taxinformation concerning the Company which is necessary for preparing the Member'sincome tax returns for that year. At the request of the Member, and at theMember's expense, the Member shall cause an audit of the Company's books andrecords to be prepared by independent accountants for the period requested bythe Member.
**    8.5 TAX MATTERS MEMBER. The Member shall be the Company'stax matters Member (the "**Tax Matters Member**"). The Tax Matters Membershall have all the powers and responsibilities provided to a tax matters partnerin Code Section 6221 *et seq*.****The Tax Matters Member shall keep theCompany informed of all notices from government taxing authorities which maycome to the attention of the Tax Matters Member. The Company shall pay and beresponsible for all reasonable third-party costs and expenses incurred by theTax Matters Member in performing those duties. The Member shall be responsiblefor any costs incurred by the Member with respect to any tax audit ortax-related administrative or judicial proceeding against the Member, eventhough it relates to the Company. 
**    8.6 TAX ELECTIONS. The Tax Matters Member shall have theauthority to make all Company elections permitted under the Code, including,without limitation, elections of methods of depreciation and elections underCode Section 754. 
**ARTICLE 9GENERAL

    9.1ENTIRE AGREEMENT; AMENDMENT.**
        a.    This Agreement (together with the Certificate) contains theentire agreement by the Member, in such capacity, relative to the formation,operation and continuation of the Company. This Agreement supersedes all priorwritten and oral statements, including any prior representation, statement,condition or warranty. 

        b.    This Agreement may be modified or amended only by the Memberand, if required by the Small Business Investment Act of 1958, as amended, andthe regulations thereunder, with the prior written consent of the SBA.

        c.    Upon the advice of counsel to the Company, this Agreement orthe Certificate may be amended by the Member from time to time to make suchamendments which, in the opinion of counsel, are necessary or advisable toensure (i) the classification of the Company as a partnership for federal incometax purposes and (ii) the limited liability of the Member (in its capacity assuch); provided that any such amendments (x) shall be in writing, (y) shall notreduce the rights of any Member that has not consented to the amendment toreceive distributions from the Company and (z) shall be delivered to each Memberand to each assignee of a Member who has not been admitted as a Member.
**    9.2 ARBITRATION. Any dispute, controversy or claimarising out of, in connection with, or relating to this Agreement or any breachor alleged breach thereof shall be determined and settled by arbitration inBuffalo, New York, pursuant to the rules then in effect of the AmericanArbitration Association. Any award shall be final, binding and conclusive uponthe parties, and a judgment rendered thereon may be entered in any court havingjurisdiction thereof. This **Section 9.2** shall not apply to the SBA.
**    9.3 WAIVER OF DEFAULT. No consent or waiver, express orimplied, by the Company with respect to any breach or default by the Memberhereunder shall be deemed or construed to be a consent or waiver with respect toany other breach or default by the Member of the same provision or any otherprovision of this Agreement. Failure on the part of the Company to complain ofany act or failure to act of the Member or to declare the Member in defaultshall not be deemed or constitute a waiver by the Company of any rightshereunder. 
**    9.4 NO THIRD PARTY RIGHTS. None of the provisionscontained in this Agreement shall be for the benefit of or enforceable by anythird parties, including creditors of the Company. 
**    9.5 SEVERABILITY. In the event any provision of thisAgreement is held to be illegal, invalid or unenforceable to any extent, thelegality, validity and enforceability of the remainder of this Agreement shallnot be affected thereby and shall remain in full force and effect and shall beenforced to the greatest extent permitted by law. 
**    9.6 BINDING AGREEMENT. Subject to the restrictions on thedisposition of Interests herein contained, the provisions of this Agreementshall be binding upon, and inure to the benefit of, the parties hereto and theirrespective heirs, personal representatives, executors, successors and permittedassigns. 
**    9.7 HEADINGS. The headings of the Sections of thisAgreement are for convenience only and do not define, limit or describe thescope of this Agreement or the intent of any of the terms or provisions hereof.
**    9.8 COUNTERPARTS. This Agreement may be executed in anynumber of counterparts, each of which shall be deemed to be an original and allof which shall constitute one (1) agreement that is binding upon all of theparties hereto, notwithstanding that all parties are not signatories to the samecounterpart. 
**    9.9 GOVERNING LAW. All questions concerning theconstruction, validity, and interpretation of this Agreement and the performanceof the obligations imposed by this Agreement shall be governed by the law of theState of Delaware applicable to transactions to be entirely performed therein.
**    9.10 USAGE. Any word or term used in this Agreement inany form shall be masculine, feminine, neuter, singular or plural, as properreading requires. 
**    9.11 ASSURANCES. The Member shall execute all suchcertificates and other documents and shall do all such filing, recording,publishing and other acts as the Member deems appropriate to comply with therequirements of law for the formation and operation of the Company and to complywith any laws, rules and regulations relating to the acquisition, operation orholding of the Property of the Company. 
**    9.12 NOTIFICATIONS. Any notice, demand, consent,election, offer, approval, request or other communication (collectively, a"notice") required or permitted under this Agreement must be in writing andeither delivered personally or sent by certified or registered mail, postageprepaid, return receipt requested. Any notice to be given hereunder by theCompany shall be given by the Member. A notice to the Company must be addressedto the Company's principal office. A notice delivered personally will be deemedgiven only when acknowledged in writing by the person to whom it is delivered. Anotice that is sent by mail will be deemed given three (3) business days afterit is mailed. Any party may designate, by notice to all of the others,substitute addresses or addressees for notices; and, thereafter, notices are tobe directed to those substitute addresses or addressees. 
**    9.13 JURISDICTION AND VENUE. Any suit brought by theMember involving any dispute or matter arising under this Agreement may only bebrought in a United States District Court in New York or in any New York statecourt having jurisdiction over the subject matter of the dispute or matter. TheMember hereby consents to the exercise of personal jurisdiction by any suchcourt with respect to any such proceeding. The SBA is not subject to this **Section 9.13**.

(Signature Page to Follow)

    IN WITNESS WHEREOF, the Member has caused this Agreement tobe duly executed as of the date first written above.
 The Member   Rand Capital Corporation     By:  /s/ Allen F. Grum, Jr.   Name: Allen F. Grum, Jr.    Title:  President                  
: **SCHEDULE A****MEMBERS, MAXIMUM CONTRIBUTIONS****Name and Address of Member**Maximum Contribution**Ownership Percentage   Rand Capital Corporation    2200 Rand Building    Buffalo, NY 14203
$50,000
100%****
TABLE OF CONTENTS
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Page
 
 
ARTICLE 1    DEFINITIONS............................................................................................    
1
 
ARTICLE 2 GENERAL    PROVISIONS..........................................................................    
3
 
**2.1  ORGANIZATION**..................................................................................................    
3
 
**2.2  NAME**.....................................................................................................................    
3
 
**2.3  PURPOSE**...............................................................................................................    
4
 
**2.4  TERM**.....................................................................................................................    
4
 
**2.5  PRINCIPAL OFFICE**.............................................................................................    
4
 
**2.6  RESIDENT AGENT**..............................................................................................    
4
 
**2.7  MEMBER**...............................................................................................................    
4
 
ARTICLE 3    CAPITAL....................................................................................................    
4
 
**3.1  INITIAL CAPITAL CONTRIBUTIONS**..............................................................    
4
 
**3.2  NO INTEREST ON CAPITAL CONTRIBUTIONS**...........................................    
5
 
**3.3  RETURN OF CAPITAL CONTRIBUTIONS**......................................................    
5
 
ARTICLE 4    DISTRIBUTIONS.......................................................................................    
5
 
**4.1  DISTRIBUTIONS**..................................................................................................    
5
 
**4.2  DISTRIBUTIONS IN KIND**.................................................................................    
5
 
ARTICLE 5 MANAGEMENT:  RIGHTS, POWERS AND    DUTIES.............................. 
5
 
**5.1  MANAGEMENT**...................................................................................................    
5
 
**5.2  MANAGEMENT COMMITTEE**.........................................................................    
6
 
**5.3  DUTIES OF CARE**.................................................................................................    
6
 
**5.4  INDEMNIFICATION**............................................................................................    
6
 
**5.5  AGREEMENTS WITH MEMBER**......................................................................    
7
 
ARTICLE 6 TRANSFER OF    INTERESTS.....................................................................    
7
 
**6.1  TRANSFERS**..........................................................................................................    
7
 
ARTICLE 7    DISSOLUTION..........................................................................................    
8
 
**7.1  EVENTS OF DISSOLUTION**...............................................................................    
8
 
**7.2  PROCEDURE FOR WINDING UP AND DISSOLUTION**................................    
8
 
**7.3  FILING OF CERTIFICATE OF CANCELLATION**...........................................    
9
 
ARTICLE 8 BOOKS, RECORDS, ACCOUNTING AND TAX    ELECTIONS.............. 
9
 
**8.1  BANK ACCOUNTS**...............................................................................................    
9
 
**8.2  BOOKS AND RECORDS**.....................................................................................    
9
 
**8.3  ANNUAL ACCOUNTING PERIOD AND FISCAL YEAR**................................    
9
 
**8.4  REPORTS**...............................................................................................................    
9
 
**8.5  TAX MATTERS MEMBER**.................................................................................    
10
 
**8.6  TAX ELECTIONS**..................................................................................................    
10
 
ARTICLE 9    GENERAL...................................................................................................    
10
 
**9.1  ENTIRE AGREEMENT; AMENDMENT**..........................................................    
10
 
**9.2  ARBITRATION**.....................................................................................................    
10
 
**9.3  WAIVER OF DEFAULT**........................................................................................    
11
 
**9.4  NO THIRD PARTY RIGHTS**...............................................................................    
11
 
**9.5  SEVERABILITY**....................................................................................................    
11
 
**9.6  BINDING AGREEMENT**.....................................................................................    
11
 
**9.7  HEADINGS**    ...........................................................................................................    
11
 
**9.8  COUNTERPARTS**.................................................................................................    
11
 
**9.9  GOVERNING LAW**...............................................................................................    
11
 
**9.10  USAGE**..................................................................................................................    
11
 
**9.11  ASSURANCES**.....................................................................................................    
11
 
**9.12  NOTIFICATIONS**................................................................................................    
12
 
**9.13  JURISDICTION AND VENUE**..........................................................................    
12
 
 

 

SCHEDULE A                     MEMBERS and MAXIMUM CONTRIBUTIONS

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