EXHIBIT 10.4

                               OPERATING AGREEMENT
                                       FOR
                               SFF PRODUCTION, LLC

                      A Delaware Limited Liability Company

         This OPERATING AGREEMENT (this "Agreement") of SFF PRODUCTION, LLC (the
"Company"), effective as of December 4, 2007, is (a) adopted by the Managers (as
defined in Section  5.01),  (b)  executed  and agreed to, for good and  valuable
consideration,  by the Members (as defined in Section 2.01),  and (c) supersedes
and replaces all prior Operating Agreements adopted for the Company.

                                    Article 1
                                  Organization

         1.01.  Formation.  The Company has been organized as a Delaware limited
liability   company  by  the  filing  of  a   Certificate   of  Formation   (the
"Certificate")  under and pursuant to the Delaware Limited Liability Company Act
(as amended from time to time, the "Act").

         1.02.  Name. The name of the Company is "SFF  PRODUCTION,  LLC" and all
Company business must be conducted in that name, or such other names that may be
selected by the Managers and that comply with applicable law.

         1.03.  Registered  Office;  Registered Agent;  Offices.  The registered
office and registered  agent of the Company in the State of Delaware shall be as
specified  in the  Certificate  or as  designated  by the Managers in the manner
provided by  applicable  law. The offices of the Company shall be at such places
as the Managers may designate, which need not be in the State of Delaware.

         1.04. Purposes.  The purpose of the Company is to engage in any and all
lawful activities for which limited liability companies may be organized.

         1.05 Foreign Qualification.  Prior to the Company's conducting business
in any jurisdiction other than Delaware, the Managers shall cause the Company to
comply  with all  requirements  necessary  to qualify  the  Company as a foreign
limited liability company in that jurisdiction.

         1.06.  Term.  The term of the  Company  commenced  on the filing of the
Certificate  with the  Secretary  of State of  Delaware  and shall be  perpetual
unless dissolved as provided in this Agreement.

         1.07. No State-Law Partnership. The Members intend that the Company not
be a partnership (including a limited partnership) or joint venture, and that no
Member be a partner or joint  venturer  of any other  Member,  for any  purposes
other than  applicable  tax laws,  and this  Agreement  may not be  construed to
suggest otherwise.

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                                    Article 2
                      Membership; Dispositions of Interests

         2.01.  Members;  Sharing Ratios. The members of the Company ("Members")
are the persons or entities ("Persons")  executing this Agreement as of the date
hereof as members and each Person that is hereafter admitted to the Company as a
member  in  accordance  with  this  Agreement.  If a Member  shall  have  made a
Disposition  (as defined in Section  2.02) of all or any portion of its interest
in the  Company  ("Membership  Interest"),  but shall have  retained  any rights
therein,  then  solely  with  respect to the  Membership  Interest  (or  portion
thereof) so disposed,  all  references  to "Member" that appear in Article 4 and
Section  9.02(b)  shall be deemed to refer to the  assignee  of such  Membership
Interest.  The sharing  percentage of each Member  executing this Agreement (the
"Sharing Ratio") is set forth on Exhibit A.

         2.02.  Dispositions  of Membership  Interests.  A Member may not make a
sale,  assignment,  transfer,  conveyance,  gift,  bequest,  exchange,  or other
disposition (voluntarily, involuntarily, or by operation of law) ("Disposition")
of all or any portion of its Membership Interest,  other than a Disposition to a
Permitted  Transferee (as hereinafter  defined), a Disposition to another Member
in accordance with Article 7, or a Disposition  resulting from the death of such
Member  to a  person  who is  not a  Permitted  Transferee  (each  a  "Permitted
Disposition"),  except upon compliance with Section 7.03 and with the consent of
a Majority Interest (as defined in Section 5.07),  calculated  without reference
to the Member  desiring to make such  Disposition,  and  (without  limiting  the
generality of Section  5.07) each  Member's  consent may be given or withheld in
the Member's sole and absolute discretion, with or without cause, and subject to
such conditions as such Member shall deem appropriate ("Sole  Discretion").  Any
attempted Disposition of all or any portion of a Membership Interest, other than
in strict accordance with this Section 2.02, shall be null and void ab initio. A
Permitted Transferee who is a natural person shall be admitted to the Company as
a Member without the consent of the other Members and a Permitted Transferee who
is not a natural  person shall have the right upon its  designation  of a single
representative  with full power and  authority to act on behalf of the Permitted
Transferee to be admitted to the Company as a Member  without the consent of the
other Members. Except for a Permitted Transferee,  a Person to whom a Membership
Interest  is  Disposed  may be admitted to the Company as a Member only with the
unanimous consent of the other Members.  In connection with any Disposition of a
Membership Interest or any portion thereof,  and any admission of an assignee as
a Member,  the Member making such Disposition and the assignee shall furnish the
other  Members  with such  documents  regarding  the  Disposition  as a Majority
Interest  may  request  (in  form  and  substance  satisfactory  to  a  Majority
Interest), including a copy of the Disposition instrument, a ratification by the
assignee of this  Agreement  (if the assignee is to be admitted as a Member),  a
legal opinion that the Disposition  complies with  applicable  federal and state
securities laws, and a legal opinion that the Disposition will not result in the
Company's termination under Section 708 of the Internal Revenue Code of 1986 (as
amended from time to time, the "Code").  "Permitted  Transferee" for purposes of
this  Section 2.02 shall mean (i) a partner,  member,  and/or  shareholder  of a
Member,  (ii)  a  Member's  children,  the  estate  of a  deceased  Member,  the
beneficiaries under such deceased Member's last will and testament,  a spouse of
a Member, a trust created by a Member or under a deceased Member's last will and

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testament  for the  benefit  of such  Member's  immediate  family  (including  a
charitable remainder trust), or (iii) a corporation,  limited liability company,
or a partnership  controlled by a Member or by a  Member-controlled  entity. The
Members  agree that  breach of the  provisions  of this  Section  2.02 may cause
irreparable injury to the Company for which monetary damages (or other remedy at
law)  are  inadequate  in view  of (i) the  complexities  and  uncertainties  in
measuring the actual damages that would be sustained by reason of the failure of
a Member to comply with such provisions,  and (ii) the uniqueness of the Company
business and the relationship among the Members.  Accordingly, the Members agree
that  the   provisions  of  this  Section  2.02  may  be  enforced  by  specific
performance.

         2.03.  Encumbrances of Membership  Interests.  A Member may not pledge,
mortgage,  subject  to a  security  interest  or  lien,  or  otherwise  encumber
(voluntarily,  involuntarily,  or by operation of law) all or any portion of its
Membership Interest without the consent of the Managers and a Majority Interest,
calculated without reference to the Member desiring to make such encumbrance.

         2.04.   Creation  of  Additional   Membership   Interests.   Additional
Membership  Interests may be created and issued to existing  Members or to other
Persons,  and such other  Persons may be admitted to the Company as Members,  at
the  direction  of the  Managers  and a  Majority  Interest,  on such  terms and
conditions, and with such Sharing Ratios and commitments,  as the Managers and a
Majority  Interest  may  determine  at the time of  admission.  The Managers may
reflect the  admission  of any new  Members or the  creation of any new class or
group of Members in an amendment to this Agreement that need be executed only by
the Managers.

         2.05. Liability to Third Parties. Unless expressly agreed to in writing
by the  Member or  Manager,  as the case may be, no Member or  Manager  shall be
liable for the debts, obligations or liabilities of the Company.

         2.06. Spouses of Members.  Spouses of the Members do not become Members
as a result of such  marital  relationship.  Each spouse of a Member (who is not
himself or herself a Member) has executed this  Agreement  and does  acknowledge
and  understand  that this  Agreement  specifically  covers all  interest in the
Company now owned,  hereafter  acquired  by, or  otherwise  attributed  to their
spouse.

         2.07. Expulsion. A Member may not be expelled from the Company.

                                    Article 3
                              Capital Contributions

         3.01. Initial  Contributions.  Upon execution of this Agreement by each
Member,  such  Member  shall have made,  or shall  contemporaneously  make,  the
contributions to the capital of the Company ("Capital  Contributions") described
for that Member in Exhibit A, and reflected in the books of account  established
for the Company.

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         3.02. Subsequent Contributions. Without creating any rights in favor of
any third party,  each Member  shall  contribute  to the Company  that  Member's
Sharing  Ratio of such  additional  capital that in the judgment of the Managers
and a Majority  Interest is  necessary to enable the Company to cause the assets
of the Company to be properly  operated  and  maintained  and to  discharge  its
costs, expenses, obligations, and liabilities.

         3.03. Failure to Contribute. (a) If a Member does not timely contribute
all or any portion of a Capital  Contribution that Member is required to make as
provided in this Agreement,  the Managers may cause the Company to exercise,  on
notice to that Member (the  "Delinquent  Member"),  one or more of the following
remedies:

                           (i) taking such action (including court proceedings),
at the cost and  expense of the  Delinquent  Member,  as the  Managers  may deem
appropriate  to obtain  payment by the  Delinquent  Member of the portion of the
Delinquent  Member's  Capital  Contribution  that is in default,  together  with
interest  thereon from the date that the Capital  Contribution was due until the
date that it is made, at a rate per annum equal to the lesser of (A) the maximum
rate  permitted by applicable  law or (B) 2% plus the minimum prime lending rate
as  published  in the  Money  Rates  Section  of The Wall  Street  Journal  with
adjustments to be made on the same date as any change in that rate;

                           (ii)  exercising  the rights of a secured party under
the Uniform Commercial Code of the State of Delaware, as more fully set forth in
Section 3.03(b); or

                           (iii)   exercising  any  other  rights  and  remedies
available at law or in equity.

                  (b) Each Member  grants to the  Company,  as security  for the
payment of all Capital  Contributions that Member has agreed to make, a security
interest  in and a general  lien on its  Membership  Interest  and the  proceeds
thereof, all under the Uniform Commercial Code of the State of Delaware.  On any
default in the payment of a Capital Contribution, the Company is entitled to all
the rights and remedies of a secured party under the Uniform  Commercial Code of
the State of Delaware  with  respect to the  security  interest  granted in this
Section  3.03(b).  Each  Member  shall  execute  and  deliver to the Company all
financing  statements  and other  instruments  that the  Managers may request to
effectuate and carry out the preceding  provisions of this Section  3.03(b).  At
the option of the Managers, this Agreement or a carbon,  photographic,  or other
copy hereof may serve as a financing statement.

         3.04. Return of  Contributions.  A Member is not entitled to the return
of any part of its Capital  Contributions  or to be paid  interest in respect of
either its capital account or its Capital  Contributions.  An un-repaid  Capital
Contribution is not a liability of the Company or of any Member. A Member is not
required to  contribute or to lend any cash or property to the Company to enable
the Company to return any Member's Capital Contributions.

         3.05. Advances by Members. If the Company does not have sufficient cash
to pay its  obligations,  any Member(s) that may agree to do so with the consent
of the  Managers  may advance all or part of the needed funds to or on behalf of
the Company,  at such  interest  rate and on such other terms as such Member and
the Managers may agree. An advance  described in this Section 3.05 constitutes a
loan from the Member to the Company and is not a Capital Contribution.

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         3.06.  Capital  Accounts.  A capital  account shall be established  and
maintained for each Member. Each Member's capital account (a) shall be increased
by (i) the amount of cash funds contributed by that Member to the Company,  (ii)
the fair market value of property contributed by that Member to the Company (net
of  liabilities  secured  by  the  contributed  property  that  the  Company  is
considered  to assume or take  subject to under  section  752 of the Code),  and
(iii)  allocations  to that  Member  of the  Company  income  and gain (or items
thereof),  including  income  and  gain  exempt  from  tax and  income  and gain
described in Treas. Reg. ss. 1.704-1(b)(2)(iv)(g), but excluding income and gain
described in Treas. Reg. ss. 1.704-1(b)(4)(i), and (b) shall be decreased by (i)
the amount of cash funds  distributed  to that Member by the  Company,  (ii) the
fair market value of property  distributed to that Member by the Company (net of
liabilities secured by the distributed property that the Member is considered to
assume or take subject to under section 752 of the Code),  (iii)  allocations to
that Member of expenditures of the Company described in section  705(a)(2)(B) of
the Code, and (iv) allocations of Company loss and deduction (or items thereof),
including loss and deduction described in Treas. Reg. ss.  1.704-1(b)(2)(iv)(g),
but excluding  items  described in clause  (b)(iii)  above and loss or deduction
described in Treas. Reg. ss.  1.704-1(b)(4)(i)  or ss.  1.704-1(b)(4)(iii).  The
Members'  capital accounts also shall be maintained and adjusted as permitted by
the provisions of Treas.  Reg. ss.  1.704-1(b)(2)(iv)(f)  and as required by the
other  provisions  of  Treas.  Reg.  ss.  1.704-1(b)(2)(iv)  and  1.704-1(b)(4),
including adjustments to reflect the allocations to the Members of depreciation,
depletion,  amortization,  and gain or loss as computed for book purposes rather
than the allocation of the corresponding items as computed for tax purposes,  as
required by the Treas. Reg. ss. 1.704-1(b)(2)(iv)(g).  On the transfer of all or
part of a Membership  Interest,  the capital  account of the transferor  that is
attributable to the transferred  Membership Interest or part thereof shall carry
over to the  assignee in  accordance  with the  provisions  of Treas.  Reg.  ss.
1.704-1(b)(2)(iv)(1).

                                    Article 4
                          Distributions and Allocations

         4.01.  Distributions.  The Company  will  distribute  Net Cash Flow (as
defined in this  Section  4.01) to the Members in  proportion  to their  Sharing
Ratios at such times as the Managers  shall  determine;  provided  that,  unless
restricted by the terms of any loan agreement,  indenture, or other agreement to
which the Company is or becomes a party, the Company will make  distributions of
cash on hand at least equal to the Maximum Tax  Liability  for each year at such
times  (considering,  among other factors,  the  requirements  to make quarterly
estimated tax payments) that each Member will receive such  distributions  prior
to the times  payments of taxes or estimated  taxes are due.  All  distributions
under this  Section  4.01 shall be made to the  Members in  proportion  to their
Sharing Ratios. The term "Maximum Tax Liability" means for any taxable year, the
sum of hypothetical federal,  state and local taxes which shall be determined by
multiplying the Company's taxable income (as determined under Section 703 of the
Code including items required to be separately stated under Section 703(a)(1) of
the Code) for such year by (i) for  purposes  of  determining  the  hypothetical
federal tax,  the highest  marginal  federal  income tax rate in effect for such
year  (including  any surtax or surcharge)  and (ii) for purposes of determining

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state and local taxes,  the highest  effective  state and local tax rate, as the
case may be, imposed on such taxable income, taking into account state and local
rates in effect in any  jurisdiction  in which any Member is subject to a tax on
its allocable share of the Company's  taxable income. In the case of any Member,
which is, an entity treated as a pass-through  tax entity for federal,  state or
local purposes,  the partners,  members,  beneficiaries  or shareholders (as the
case may be) of such  entity  shall be  considered  as Members  for  purposes of
applying the immediate preceding  sentence.  The term "Net Cash Flow" shall mean
all cash funds derived by the Company (including  interest received on reserves,
borrowings  and  capital  transactions),  without  reduction  for  any  non-cash
charges,  but less cash  funds  used to pay  current  operating  expenses,  debt
payments,  capital  expenditures  and establish  reasonable  reserves for future
expenses and costs as determined by the Managers.

         4.02. Allocations. Except as may be required by Code Section 704(c) and
Treasury Regulation Section 1.704-1(b)(2)(iv)(d)(3),  all items of income, gain,
loss, deduction,  and credit of the Company shall be allocated to the Members in
their Sharing Ratios.

         4.03  Stop  Loss.  Notwithstanding  any other  provision  hereof to the
contrary,  no item of loss or deduction  of the Company  shall be allocated to a
Member if such  allocation  would result in a deficit  balance in such  Member's
capital account  established and maintained  pursuant to Section 3.06. Such item
of loss or deduction  shall be allocated among the Members whose capital account
balances  are positive in  proportion  to such  positive  balances to the extent
necessary  to reduce  the  balances  of such  other  Member's  capital  accounts
balances to zero, it being the intention of the Members that no Member's capital
account  balance shall fall below zero while any other Member's  capital account
has a positive  balance.  If there have been  allocations  of loss or  deduction
pursuant to this Section 4.03, then all items of income,  gain and credit of the
Company first allocated after such allocations of loss or deduction  pursuant to
this  Section  4.03 shall be  allocated  among the  Members to offset in reverse
order such  allocations of loss or deduction and  thereafter in accordance  with
Section 4.02.

         4.04 Qualified Income Offset.  A Member who  unexpectedly  receives any
adjustment,    allocation,    or   distribution   described   in   Treas.   Reg.
ss.1.704-1(b)(2)(ii)(d)(4),  (5), or (6) will be  specially  allocated  items of
income or gain  (consisting  of a prorata  portion  of each item of  partnership
income,  including gross income, and gain for such year) in an amount and in the
manner  sufficient  to eliminate any deficit  balance in his capital  account as
quickly  as  possible;  provided,  however,  that an  allocation  shall  be made
pursuant to this  Section  4.04 only if and to the extent that such Member would
have a deficit in his capital  account after all  allocations  in this Article 4
have  been  tentatively  made  as  if  this  Section  4.04  were  not  in  these
Regulations.  This Section 4.04 is intended to satisfy the  provisions of Treas.
Reg. ss.1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

                                    Article 5
                                   Management

         5.01. Management by Managers.  (a) Subject to the provisions of Section
5.02, the powers of the Company shall be exercised by or under the authority of,
and the business and affairs of the Company shall be managed under the direction
of, managers of the Company ("Managers").  No Member in its capacity as a Member

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has the right, power, or authority to act for or on behalf of the Company, to do
any act that would be binding on the Company,  or to incur any  expenditures  on
behalf of the Company.

                  (b) In managing  the  business  and affairs of the Company and
exercising  its  powers,  the  Managers  shall  act  (i)  collectively   through
resolutions  adopted at meetings  and in written  consents  pursuant to Sections
5.04 and 5.08;  and (ii) through  committees  and  individual  Managers to which
authorities and duties have been delegated  pursuant to Section 5.05. No Manager
has the right, power, or authority to act for or on behalf of the Company, to do
any act that would be binding on the Company,  or to incur any  expenditures  on
behalf of the  Company,  except in  accordance  with the  immediately  preceding
sentence.  Decisions or actions  taken by the Managers in  accordance  with this
Agreement  (including  this  Section  5.01 and Section  5.02)  shall  constitute
decisions  or actions  by the  Company  and shall be  binding  on each  Manager,
Member, Officer (as defined in Section 5.09), and employee of the Company.

         5.02. Decisions Requiring Member Consent.  Notwithstanding any power or
authority granted the Managers under the Act, the Certificate or this Agreement,
the  Managers may not make any decision or take any action for which the consent
of a Majority Interest or other consent of the Members is expressly  required by
the Act,  the  Certificate  or this  Agreement,  without  first  obtaining  such
consent.

         Each Member may, with respect to any vote, consent, or approval that it
is entitled to grant  pursuant to this  Agreement,  grant or withhold such vote,
consent, or approval in its Sole Discretion.

         5.03.  Selection  of  Managers.  The number of  Managers of the Company
shall be no fewer than three (3) and no more than five (5). Each Manager must be
elected by a Majority  Interest.  Each Manager  shall cease to be a Manager upon
the  earliest  to occur of the  following  events:  (a)  such  Manager  shall be
removed,  with or  without  cause,  by a Majority  Interest  at a meeting of the
Members called for that purpose;  (b) such Manager shall resign as a Manager, by
giving notice of such resignation to the Members; or (c) such Manager shall die,
wind up and terminate (unless its business is continued without the commencement
of liquidation or winding up). Any vacancy in any Manager position may be filled
by a Majority  Interest at a meeting of the Members called for that purpose,  or
by a  majority  of the  remaining  Managers,  though  less  than a quorum of the
Managers.

         5.04.  Meetings of Managers.  Meetings of the Managers may be called by
any Manager by notice  thereof  (specifying  the place and time of such meeting)
that is delivered to each other Manager at least 24 hours prior to such meeting.
Neither the business to be transacted  at, nor the purpose of, such meeting need
be  specified  in the notice (or waiver of  notice)  thereof.  Unless  otherwise
expressly provided in this Agreement, at any meeting of the Managers, a majority
of the Managers shall  constitute a quorum for the transaction of business,  and
an act of a majority of the Managers who are present at or participate in such a
meeting at which a quorum is present  or  participating  shall be the act of the
Managers.  The provisions of this Section 5.04 shall be inapplicable at any time
that there is only one Manager.

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         5.05.  Committees  of Managers;  Delegation  of Authority to Individual
Managers. The Managers may designate one or more committees, each of which shall
be comprised of one or more of the  Managers,  and may  designate one or more of
the Managers as alternate members of any committee.  Any such committee,  to the
extent provided in the resolution  establishing  it, shall have and may exercise
all of the authority that may be exercised by the Managers.  Regular and special
meetings  of  such  committee  shall  be held in the  manner  designated  by the
Managers or, if not so designated,  by such committee. The Managers may dissolve
any committee at any time. In addition, the Managers may delegate to one or more
Managers  such  authority  and duties,  and assign to them such  titles,  as the
Managers may deem  advisable.  Any such delegation may be revoked at any time by
the Managers.

         5.06.  Compensation.  The Managers shall receive such compensation,  if
any,  for  their  services  as may be  designated  by a  Majority  Interest.  In
addition,  the Managers  shall be entitled to be  reimbursed  for  out-of-pocket
costs and expenses incurred in the course of their service hereunder.

         5.07. Meetings of Members. Meetings of the Members may be called by the
Managers  or by  Members  having  among them at least ten  percent  (10%) of the
Sharing  Ratios of all Members.  Any such meeting shall be held on such date and
at such time as the Person  calling such meeting  shall specify in the notice of
the  meeting,  which  shall be  delivered  to each Member at least ten (10) days
prior to such meeting. Only business within the purpose or purposes described in
the  notice  (or waiver  thereof)  for such  meeting  may be  conducted  at such
meeting.  Unless otherwise expressly provided in this Agreement,  at any meeting
of the Members,  Members  holding  among them at least a majority of all Sharing
Ratios (a "Majority Interest"),  represented either in person or by proxy, shall
constitute a quorum for the  transaction  of business,  and an act of a Majority
Interest shall be the act of the Members.

         5.08.  Provisions  Applicable to All Meetings.  In connection  with any
meeting  of the  Managers,  Members,  or any  committee  of  the  Managers,  the
following provisions shall apply:

                  (a) Place of Meeting.  Any such  meeting  shall be held at the
principal  place of business of the  Company,  unless the notice of such meeting
(or  resolution  of the  Managers  or  committee,  as  applicable)  specifies  a
different place, which need not be in the State of Delaware.

                  (b)  Waiver  of Notice  Through  Attendance.  Attendance  of a
Person at such meeting (including  pursuant to Section 5.08(e)) shall constitute
a waiver of notice of such meeting, except where such Person attends the meeting
for the express  purpose of objecting to the  transaction of any business on the
ground that the meeting is not lawfully called or convened.

                  (c)  Proxies.  A Person may vote at such  meeting by a written
proxy  executed by that Person and  delivered  to another  Manager,  Member,  or
member of the committee, as applicable.  A proxy shall be revocable unless it is
stated to be irrevocable.

                  (d)  Action  by  Written  Consent.   Any  action  required  or
permitted to be taken at such a meeting may be taken without a meeting,  without
prior  notice,  and without a vote if a consent or consents in writing,  setting
forth the action so taken, is signed by the Managers, Members, or members of the

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committee,  as  applicable,  having not fewer than the minimum number of Sharing
Ratios or votes that would be necessary to take the action at a meeting at which
all Members,  Managers, or members of the committee, as applicable,  entitled to
vote on the action were present and voted.

                  (e)  Meetings  by  Electronic  Means.  Managers,  Members,  or
members  of the  committee,  as  applicable,  may  participate  in and hold such
meeting by means of telephone  conference,  videoconference,  the internet,  any
other electronic  communications  equipment, or any combination thereof by means
of which all Persons  participating  in the meeting  can  communicate  with each
other.

         5.09.  Officers.  The Managers may  designate one or more Persons to be
officers of the Company ("Officers"),  and any Officers so designated shall have
such title,  authorities,  duties,  and salaries as the Managers may delegate to
them. Any Officer may be removed as such,  either with or without cause,  by the
Managers.

         5.10.  Limitations  on  Liability  of  Managers.  The  liability of the
Managers to the Company and the Members shall be limited to the extent,  if any,
now or hereafter set forth in the Certificate.

         5.11. Conflicts of Interest. Subject to the other express provisions of
this Agreement,  each Member, Manager,  Officer, or affiliate thereof may engage
in and possess  interests  in other  business  ventures,  independently  or with
others,  excluding ones in competition with the primary business of the Company.
The  Company  may  transact  business  with any  Member,  Manager,  Officer,  or
affiliate  thereof,  provided  the  terms  of  those  transactions  are no  less
favorable than those the Company could obtain from unrelated third parties.  Any
Member or  affiliate  thereof may  purchase  service from the Company upon terms
which are as favorable  to the Member or  affiliate  as may be obtained  from an
unrelated provider of the same service.

         5.12.  Indemnification;  Reimbursement of Expenses;  Insurance.  To the
fullest  extent  permitted  by the Act:  (a) the Company  shall  indemnify  each
Manager  who was,  is, or is  threatened  to be made a party to any  threatened,
pending,  or completed action,  suit, or proceeding  ("Proceeding"),  any appeal
therein, or any inquiry or investigation  preliminary  thereto, by reason of the
fact that he or she is or was a Manager;  (b) the Company shall pay or reimburse
a  Manager  for  expenses  incurred  by him or her (i) in  advance  of the final
disposition  of a Proceeding  to which such Manager was, is, or is threatened to
be made a party,  and (ii) in connection with his or her appearance as a witness
or other  participation  in any  Proceeding.  The Company  shall  indemnify  and
advance expenses to an Officer of the Company to the extent required to do so by
the Act or other applicable law. The Company, by adoption of a resolution of the
Managers,  may indemnify and advance expenses to an Officer,  employee, or agent
of the Company to the same extent and subject to the same conditions under which
it may  indemnify  and advance  expenses to  Managers.  The  provisions  of this
Section 5.12 shall not be exclusive of any other right under any law, agreement,
the provision of the  Certificate or this Agreement,  or otherwise.  The Company
may purchase and maintain insurance to protect itself and any Manager,  Officer,
employee,  or agent of the  Company,  whether or not the Company  would have the
power to indemnify such Person under this Section 5.12.

                                       9
<PAGE>


                                    Article 6
                                      Taxes

         6.01.  Tax  Returns.  The  Company  shall  prepare  and timely file all
federal,  state, and local tax returns required to be filed by the Company. Each
Member shall furnish to the Company all pertinent  information in its possession
relating to the Company's  operations  that is necessary to enable the Company's
tax returns to be timely prepared and filed. The Company shall deliver a copy of
each such return to the Members,  together with such  additional  information as
may be  required  by the  Members in order for the  Members to timely file their
individual returns reflecting the Company's  operations.  The Company shall bear
the costs of the preparation and filing of its returns.

         6.02. Tax Elections.  The Company shall make the following elections on
the appropriate tax returns:

                  (a) to adopt a fiscal year  beginning  January 1st, and ending
December 31st; and

                  (b) any other  election the Managers may deem  appropriate and
in the best interests of the Members.

         6.03. Tax Matters Member. The Managers shall designate,  if applicable,
one Member to be the "tax  matters  partner"  of the  Company  pursuant  to Code
Section 6231(a)(7) (the "Tax Matters Member"). The Tax Matters Member shall take
such  action as may be  necessary  to cause to the  extent  possible  each other
Member to become a "notice partner" within the meaning of Code Section 6223. The
Tax Matters  Member shall inform each other  Member of all  significant  matters
that may come to its  attention in its capacity as Tax Matters  Member by giving
notice  thereof on or before the fifth business day after becoming aware thereof
and,  within  that  time,  shall  forward  to each  other  Member  copies of all
significant  written  communications  it may receive in that  capacity.  The Tax
Matters  Member  shall take no action  without the  authorization  of a Majority
Interest,  other than such action as may be required by applicable law. Any cost
or expense  incurred by the Tax Matters  Member in  connection  with its duties,
including  the  preparation  for or  pursuance  of  administrative  or  judicial
proceedings, shall be paid by the Company.

                                    Article 7
                               Buy-Out Procedures

         7.01   Procedure  for  Offer  to  Purchase.   In  the  event  a  Member
(hereinafter referred to for purposes of this Article 7 only as "Buying Member")
shall  desire to purchase  the entire  Membership  Interest of any other  Member
(hereinafter  referred  to for  purposes  of this  Article  7 only  as  "Selling
Member"),  Buying Member shall give notice to Selling Member of its intention to
acquire Selling Member's entire Membership  Interest and the terms of such offer
to  purchase  ("Offer to  Purchase").  The  Members  hereby  agree that upon the
issuance of an Offer to Purchase, Selling Member shall have an irrevocable right
of first  refusal  ("Right of First  Refusal") for no more than thirty (30) days
after the date of its  receipt  of the Offer to  Purchase,  to  purchase  Buying

                                       10
<PAGE>


Member's entire  Membership  Interest under the same terms,  including  purchase
price, as provided in Buying Member's Offer to Purchase.

         7.02 Selling Member's  Options.  Selling Member shall provide notice to
Buying  Member,  no more than thirty (30) days (the "Time Period") after receipt
of Buying Member's Offer to Purchase, of its intention to either:

                  (a) accept the Offer to Purchase;

                  (b) reject the Offer to Purchase; or

                  (c)  exercise  its Right of First  Refusal to purchase  Buying
Member's entire Membership Interest pursuant to Section 7.01.

If Selling Member does not respond as provided in this Section 7.02, then Buying
Member's  Offer to  Purchase  shall be deemed to have been  rejected  by Selling
Member.

         7.03     Preferential Purchase Right.

                  (a) Procedure.  Should any Member at any time desire to make a
Disposition  of all or a portion of its Membership  Interest  pursuant to a bona
fide offer from another Person (except for a Permitted  Disposition as described
in the Section 2.02),  such Member (the "Disposing  Member") shall promptly give
notice thereof (the "Disposition  Notice") to the Company and the other Members.
The Disposition Notice shall set forth all relevant  information with respect to
the  proposed  Disposition,  including  the name and address of the  prospective
acquirer,  the  purchase  price,  the precise  Membership  Interest  that is the
subject of the  Disposition,  and any other terms and conditions of the proposed
Disposition. The other Members shall have the preferential right to acquire such
Membership  Interest  for the same  purchase  price,  and on the same  terms and
conditions,  as are set forth in the  Disposition  Notice,  except  as  provided
otherwise in this Section 7.03.  Each Member  (other than the Disposing  Member)
shall have thirty (30) days following its receipt of the  Disposition  Notice in
which to notify the Disposing Member whether such Member desires to exercise its
preferential right. (A notice in which a Member exercises such right is referred
to herein as an "Exercise Notice",  and a Member who delivers an Exercise Notice
is referred to herein as a "Purchasing Member"). Any Member who does not respond
during the applicable period shall be deemed to have waived such right. If there
is more than one Purchasing Member,  each Purchasing Member shall participate in
the  purchase  in the  same  proportion  that  its  Sharing  Ratio  bears to the
aggregate  Sharing Ratios of all  Purchasing  Members (or on such other basis as
the Purchasing Members may mutually agree).

                  (b)  Non-Cash  Consideration.  If any portion of the  purchase
price,  as disclosed in the  Disposition  Notice,  is to be paid in a form other
than cash, the following procedures shall be applicable:

                           (i) If any  portion  of the  purchase  price is to be
represented by a promissory  note (which term shall include any form of deferred
payment  obligation),  the Disposition  Notice shall set forth the terms of such
promissory  note.  With  respect to such  portion of the  purchase  price,  each

                                       11
<PAGE>


Purchasing  Member shall have the option (to be elected in its Exercise Notice),
either (A) to deliver an equivalent  promissory  note, or (B) to pay in cash the
principal amount of such promissory note.

                           (ii) If any  portion of the  purchase  price is to be
payable in a form other than cash or a promissory  note, the Disposition  Notice
shall set forth the  Disposing  Member's  best estimate of the fair market value
thereof.  If one or more Purchasing Members disagree with such estimate,  and if
such disagreement is not resolved within twenty (20) days following  delivery of
the Disposition  Notice,  any such Person, by notice to the others,  may require
the determination of fair market value to be made pursuant to Article 11 and the
period  for  return  of  the  Exercise  Notice  shall  be  extended  until  such
disagreement  can be  resolved.  With  respect to such  portion of the  purchase
price,  each  Purchasing  Member  shall  have the  option,  to be elected in its
Exercise  Notice,  either (A) to make such portion of the price in the same form
as is specified in the Disposition Notice, or (B) to pay in cash the fair market
value of such portion of the price.

                  (c)  Closing.  If  the  preferential  right  is  exercised  in
accordance  with this Section  7.03,  the closing of such  purchase  shall occur
within thirty (30) days after the expiration of the  preferential  right period.
At the  closing,  (i) the  Disposing  Member  shall  execute  and deliver to the
Purchasing Members (A) an assignment of the Membership Interest described in the
Disposition  Notice,  in  form  and  substance  reasonably   acceptable  to  the
Purchasing Members, containing a general warranty of title as to such Membership
Interest  (including  that  such  Membership  Interest  is free and clear of any
encumbrances)  and  (B)  any  other  instruments  reasonably  requested  by  the
Purchasing  Members  to give  effect to the  purchase;  and (ii) the  Purchasing
Members shall deliver to the Disposing  Member the purchase  price  specified in
the Disposition  Notice.  The Sharing Ratios and capital accounts of the Members
shall be deemed adjusted to reflect the effect of the purchase.

                  (d) Waiver of Preferential Right. If following compliance with
this Section 7.03, no Members deliver an Exercise  Notice,  the Disposing Member
shall have the right, subject to compliance with the provisions of Section 2.02,
to Dispose of the Membership Interest described in the Disposition Notice to the
proposed  assignee  strictly  in  accordance  with the terms of the  Disposition
Notice for a period of ninety (90) days after the expiration of the preferential
right  period.  If,  however,  the  Disposing  Member fails so to Dispose of the
Membership Interest within such ninety (90) day period, the proposed Disposition
shall again become subject to the  preferential  right set forth in this Section
7.03.

                                    Article 8
                        Books, Records and Bank Accounts

         8.01. Maintenance of Books. The Managers shall keep or cause to be kept
at the principal  office of the Company  complete and accurate books and records
of the Company, supporting documentation of the transactions with respect to the
conduct  of the  Company's  business,  and  minutes  of the  proceedings  of its
Managers and Members.  The books and records shall be maintained with respect to
accounting matters in accordance with sound accounting practices,  and all books
and records shall be available at the Company's principal office for examination

                                       12
<PAGE>


by any Member or the  Member's  duly  authorized  representative  at any and all
reasonable times during normal business hours.

         8.02.  Reports.  Within  seventy-five  (75) days  after the end of each
taxable  year,  the  Managers  shall  cause to be sent to each  Person who was a
Member at the end of such taxable year a complete  accounting  of the  financial
affairs of the Company for the taxable year then ended.

         8.03. Accounts.  The Managers shall establish one or more separate bank
and  investment  accounts  and  arrangements  for the  Company,  which  shall be
maintained in the Company's name with financial  institutions and firms that the
Managers determine.  The Managers may not commingle the Company's funds with the
funds of any Manager or Member.

                                    Article 9
                    Dissolution, Winding Up, and Termination

         9.01. Dissolution. (a) The Company shall dissolve and its affairs shall
be wound up on the first to occur of the following events:

                           (i) the unanimous consent of the Members; or

                           (ii) entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Act.

                  (b) The death,  expulsion,  withdrawal,  or dissolution of any
Member,  or the  occurrence  of any other event that  terminates  the  continued
membership  of any  Member in the  Company  shall not  cause the  Company  to be
dissolved.  In the event of the death of a Member of the  Company,  the  Company
shall not be  dissolved  but shall  continue  uninterrupted  with such  deceased
Member's estate, beneficiaries of such deceased Member's estate and/or any other
Permitted Transferee of such deceased Member automatically becoming a Member.

         9.02.  Winding Up and  Termination.  (a) On the  occurrence of an event
described  in Section  9.01(a),  the  Managers  shall act as  liquidator  or may
appoint  one or  more  Members  as  liquidator.  The  liquidator  shall  proceed
diligently  to wind up the affairs of the Company as provided in the Act.  Until
final  distribution,  the  liquidator  shall  continue  to operate  the  Company
properties  with all of the power and  authority of the  Managers.  The costs of
winding up shall be borne as a Company expense.

                  (b) Any assets of the Company  remaining at the  conclusion of
the winding up process shall be distributed among the Members in accordance with
their positive capital accounts.  All distributions in kind to the Members shall
be made subject to the liability of each  distributee for costs,  expenses,  and
liabilities theretofore incurred or for which the Company has committed prior to
the date of termination. The distribution of cash and/or property to a Member in
accordance  with the provisions of this Section  9.02(b)  constitutes a complete
return to the Member of its Capital Contributions and a complete distribution to
the  Member  of its  Membership  Interest  and all the  Company's  property  and

                                       13
<PAGE>


constitutes a compromise to which all Members have consented  within the meaning
of Section 18-502(b) of the Act.

                  (c) On  completion  of such final  distribution,  the Managers
shall  file a  Certificate  of  Cancellation  with  the  Secretary  of  State of
Delaware,  cancel any other filings made pursuant to Section 1.05, and take such
other actions as may be necessary to terminate the existence of the Company.

         9.03. No Restoration of Deficit  Capital  Accounts.  No Member shall be
required to pay to the  Company,  to any other  Member or to any third party any
deficit  balance  that may exist  from time to time in any  capital  or  similar
account maintained for such Member for any purpose.

                                   Article 10
               Investment and Other Representations of the Members

         10.01. Investment Intent. EACH OF THE MEMBERS DOES HEREBY REPRESENT AND
WARRANT TO THE COMPANY AND TO EACH OF THE OTHER  MEMBERS  THAT HE, SHE OR IT HAS
ACQUIRED HIS, HER OR ITS INTEREST IN THE COMPANY FOR INVESTMENT, SOLELY FOR HIS,
HER OR ITS OWN  ACCOUNT,  WITH  THE  INTENTION  OF  HOLDING  SUCH  INTEREST  FOR
INVESTMENT, AND WITHOUT ANY INTENTION OF PARTICIPATING DIRECTLY OR INDIRECTLY IN
ANY REDISTRIBUTION OR RESALE OF ANY PORTION OF SUCH INTEREST IN VIOLATION OF THE
SECURITIES  ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT") OR ANY  APPLICABLE
STATE SECURITIES LAW.

         10.02.  Unregistered  Membership  Interests.  EACH OF THE MEMBERS  DOES
HEREBY  ACKNOWLEDGE THAT HE, SHE OR IT IS AWARE THAT HIS, HER OR ITS INTEREST IN
THE COMPANY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT IN RELIANCE UPON
EXEMPTIONS CONTAINED IN SUCH SECURITIES ACT AND THAT HIS, HER OR ITS INTEREST IN
THE COMPANY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  LAW OF ANY STATE IN
RELIANCE UPON THE EXEMPTIONS CONTAINED IN SUCH STATE SECURITIES LAW.

         10.03. Nature of Investment.  EACH OF THE MEMBERS DOES HEREBY REPRESENT
AND WARRANT TO THE COMPANY AND TO EACH OF THE OTHER  MEMBERS  THAT HE, SHE OR IT
IS  A  SOPHISTICATED   INVESTOR  AND  THE  NATURE  AND  AMOUNT  OF  THE  CAPITAL
CONTRIBUTION  HE, SHE OR IT AGREES TO MAKE HEREUNDER IS CONSISTENT WITH HIS, HER
OR ITS INVESTMENT  PROGRAM AND THAT SUCH MEMBER HAS SUFFICIENT  LIQUID ASSETS TO
ABSORB THE LOSS OF HIS, HER OR ITS ENTIRE  INVESTMENT  IN THE COMPANY.  FURTHER,
EACH OF THE MEMBERS DOES HEREBY ACKNOWLEDGE THAT:

                                       14
<PAGE>


         (A)      PRIOR TO HIS, HER OR ITS EXECUTION OF THIS AGREEMENT,  HE, SHE
                  OR IT HAS BEEN  FURNISHED  WITH  SUFFICIENT  WRITTEN  AND ORAL
                  INFORMATION  ABOUT THE COMPANY AND THE BUSINESS TO BE OPERATED
                  BY THE  COMPANY  TO  ALLOW  SUCH  MEMBER  TO MAKE AN  INFORMED
                  INVESTMENT  DECISION  PRIOR TO  PURCHASING  AN INTEREST IN THE
                  COMPANY;

         (B)      HE, SHE OR IT IS FULLY FAMILIAR WITH THE BUSINESS  PROPOSED TO
                  BE  CONDUCTED  BY THE COMPANY AND WITH THE  COMPANY'S  USE AND
                  PROPOSED  USE OF THE  PROCEEDS  OF THE SALE OF THE  MEMBERSHIP
                  INTERESTS;

         (C)      THE OFFER AND  PURCHASE  OF HIS,  HER OR ITS  INTEREST  IN THE
                  COMPANY   HAS  BEEN  MADE  IN  THE  COURSE  OF  A   NEGOTIATED
                  TRANSACTION INVOLVING DIRECT COMMUNICATION BETWEEN SUCH MEMBER
                  AND A REPRESENTATIVE OF THE COMPANY;

         (D)      HE,  SHE OR IT HAS  EITHER  (I)  HAD  EXPERIENCE  IN  BUSINESS
                  ENTERPRISES  OR  INVESTMENTS  ENTAILING RISK OF A TYPE OR TO A
                  DEGREE   SUBSTANTIALLY   SIMILAR  TO  THOSE   ENTAILED  IN  AN
                  INVESTMENT  IN THE COMPANY,  OR (II) HAS OBTAINED  INDEPENDENT
                  FINANCIAL ADVICE WITH RESPECT TO HIS, HER OR ITS INVESTMENT IN
                  THE COMPANY;

         (E)      HE, SHE OR IT HAS BEEN ADVISED THAT HIS, HER OR ITS MEMBERSHIP
                  INTEREST MAY NOT BE SOLD,  ASSIGNED OR  OTHERWISE  TRANSFERRED
                  EXCEPT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT,  IN THE
                  ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT COVERING SAID
                  INTEREST UNDER THE SECURITIES ACT OF 1933, AND THAT HE, SHE OR
                  IT WILL HAVE NO RIGHTS TO REQUIRE  REGISTRATION OF HIS, HER OR
                  ITS MEMBERSHIP INTEREST UNDER THE SECURITIES ACT OF 1933, AND,
                  IN VIEW OF THE  NATURE  OF THE  TRANSACTION,  REGISTRATION  IS
                  NEITHER CONTEMPLATED NOR LIKELY; AND

         (F)      PRIOR TO HIS, HER OR ITS EXECUTION OF THIS AGREEMENT,  HE, SHE
                  OR IT RECEIVED A COPY OF THIS AGREEMENT AND THAT HE, SHE OR IT
                  HAS  EXAMINED  THIS  DOCUMENT  OR CAUSED  THIS  DOCUMENT TO BE
                  EXAMINED BY HIS, HER OR ITS REPRESENTATIVE OR ATTORNEY.

                                       15
<PAGE>


         10.04.  Valid  Existence.  Each Member  represents  and warrants to the
Company and each other Member that:

         (a)      If that Member is a corporation, it is duly organized, validly
                  existing,  and in good standing under the laws of the state of
                  its  incorporation  and is duly qualified and in good standing
                  as a foreign  corporation in the jurisdiction of its principal
                  place of business (if not incorporated therein);

         (b)      If that Member is a partnership, trust, or other entity, it is
                  duly formed,  validly  existing,  and (if  applicable) in good
                  standing  in  the  jurisdiction  of  its  principal  place  of
                  business (if not formed therein);

         (c)      It has full corporate,  partnership, trust or other applicable
                  power  and  authority  to enter  into  this  Agreement  and to
                  perform its obligations hereunder and all necessary actions by
                  the board of directors (or trustees),  shareholders,  members,
                  managers, partners,  beneficiaries, or other persons necessary
                  for   the  due   authorization,   execution,   delivery,   and
                  performance  of this  Agreement  by that Member have been duly
                  taken;

         (d)      It has duly executed and delivered this Agreement; and

         (e)      The execution,  delivery, and performance of this Agreement do
                  not conflict with any other  agreement or arrangement to which
                  such Member is a party or by which it is bound.

         10.05. Indemnity and Survival. Each of the Members does hereby agree to
hold the Company  harmless and to indemnify the Company against all liabilities,
costs  and  expenses  incurred  by  the  Company  as a  result  of any  sale  or
distribution  by such Member in violation  of the  Securities  Act of 1933.  All
representations,  warranties and indemnities  made by such Member with reference
to the  Securities  Act of 1933  shall be deemed  to be  equally  applicable  in
connection  with  the  securities  law of  Delaware  or  any  other  state.  All
representations,  warranties and agreements  shall survive until the dissolution
and  termination  of the  Company,  except to the extent that a  representation,
warranty or agreement expressly provides otherwise.

                                   Article 11
                     Alternative Dispute Resolution ("ADR")

         11.01.  Agreement to Use Procedure.  The Members have entered into this
Agreement  in good faith and in the belief that it is mutually  advantageous  to
them. It is with that same spirit of cooperation  that they pledge to attempt to
resolve any dispute amicably  without the necessity of litigation.  Accordingly,
they agree if any dispute  arises  between them relating to this  Agreement (the
"Dispute"),  they will first  utilize the  procedures  specified in this Article
(the "Procedure") prior to any Additional  Proceedings (defined below in Section
11.11).

                                       16
<PAGE>


         11.02.  Initiation  of  Procedure.  The Member  seeking to initiate the
Procedure  (the  "Initiating  Member")  shall give  written  notice to the other
Members,  describing in general terms the nature of the Dispute,  the Initiating
Member's claim for relief and identifying one or more individuals with authority
to settle the Dispute on such  Member's  behalf.  The Member(s)  receiving  such
notice (the  "Responding  Member"),  whether one or more shall have fifteen (15)
business  days within  which to designate  by written  notice to the  Initiating
Member,  one or more  individuals  with  authority to settle the Dispute on such
Member's behalf. The individuals so designated shall be known as the "Authorized
Individuals". The Initiating Member and the Responding Member shall collectively
be referred to as the "Disputing Members" or individually "Disputing Member".

         11.03.  Direct  Negotiations.   The  Authorized  Individuals  shall  be
entitled to make such investigation of the Dispute as they deem appropriate, but
agree to promptly,  and in no event later than thirty (30) days from the date of
the  Initiating  Member's  written  notice,  meet to discuss  resolution  of the
Dispute. The Authorized Individuals shall meet at such times and places and with
such  frequency as they may agree.  If the Dispute has not been resolved  within
thirty (30) days from the date of their initial meeting,  the Disputing  Members
shall cease  direct  negotiations  and shall  submit the Dispute to mediation in
accordance with the following procedure.

         11.04.  Selection of Mediator.  The Authorized  Individuals  shall have
fifteen  (15)  business  days from the date they cease  direct  negotiations  to
submit to each other a written list of acceptable  qualified  attorney-mediators
not  affiliated  with any of the Members.  Within five (5) days from the date of
receipt of such list,  the  Authorized  Individuals  shall rank the mediators in
numerical  order of preference and exchange such rankings.  If one or more names
are on both  lists,  the  highest  ranking  person  shall be  designated  as the
mediator.  If no mediator has been selected under this procedure,  the Disputing
Members  agree  jointly to request a State or  Federal  District  Judge of their
choosing to supply within ten (10)  business days a list of potential  qualified
attorney-mediators.  Within  fifteen (15)  business days of receipt of the list,
the Authorized  Individuals shall again rank the proposed mediators in numerical
order of preference and shall simultaneously exchange such list and shall select
as the mediator the individual  receiving the highest combined ranking.  If such
mediator is not  available to serve,  they shall proceed to contact the mediator
who was next highest in ranking until they are able to select a mediator.

         11.05.  Time and Place of Mediation.  In consultation with the mediator
selected,  the  Authorized  Individuals  shall  promptly  designate  a  mutually
convenient time and place for the mediation,  and unless  circumstances  require
otherwise,  such  time  shall be not  later  than  forty-five  (45)  days  after
selection of the mediator.

         11.06.  Exchange of Information.  In the event any Disputing  Member to
this Agreement has substantial need for information in the possession of another
Disputing  Member to this Agreement in order to prepare for the  mediation,  all
Disputing  Members shall  attempt in good faith to agree to  procedures  for the
expeditious  exchange  of such  information,  with the help of the  mediator  if
required.

                                       17
<PAGE>


         11.07.  Summary  of Views.  At least  seven (7) days prior to the first
scheduled  session of the mediation,  each Disputing Member shall deliver to the
mediator and to the other  Disputing  Members a concise  written  summary of its
views on the matter in Dispute, and such other matters required by the mediator.
The mediator may also  request that a  confidential  issue paper be submitted by
each Disputing Member to him or her.

         11.08.  Parties to be  Represented.  In the  mediation,  each Disputing
Member shall be represented  by an Authorized  Individual and may be represented
by counsel at such Disputing Member's own expense.  In addition,  each Disputing
Member may, with permission of the mediator,  bring such  additional  Persons as
needed to respond to questions,  contribute information,  and participate in the
negotiations.

         11.09.  Conduct of Mediation.  The mediator shall  determine the format
for the meetings,  designed to assure that both the mediator and the  Authorized
Individuals  have an opportunity to hear an oral  presentation of each Disputing
Member's  views on the matter in dispute,  and that the  Authorized  Individuals
attempt to negotiate a resolution of the matter in dispute,  with or without the
assistance of counsel or others,  but with the  assistance  of the mediator.  To
this end, the mediator is authorized to conduct both joint meetings and separate
private  caucuses with the  Disputing  Members.  The mediation  session shall be
private.  The mediator will keep confidential all information learned in private
caucus  with  any  Disputing  Member  unless  specifically  authorized  by  such
Disputing  Member to make  disclosure of the  information to the other Disputing
Member.  The  Disputing  Members  agree  to sign a  document  agreeing  that the
mediator  shall be governed  by the  provisions  of Delaware  law and such other
rules  as  the  mediator  shall  prescribe.  The  Disputing  Members  commit  to
participate in the proceedings in good faith with the intention of resolving the
Dispute if at all possible.

         11.10.  Termination  of  Procedure.  The  Disputing  Members  agree  to
participate in the mediation procedure to its conclusion. The mediation shall be
terminated:  (i) by the  execution  of a settlement  agreement by the  Disputing
Members; (ii) by a declaration of the mediator that the mediation is terminated;
or (iii) by a written  declaration of a Disputing  Member to the effect that the
mediation  process is terminated at the  conclusion of one full day's  mediation
session.  Even if the  mediation  is  terminated  without  a  resolution  of the
Dispute,  the Disputing  Members agree not to terminate good faith  negotiations
and not to commence any Additional  Proceedings  prior to the expiration of five
(5) business days following the mediation.  Notwithstanding  the foregoing,  any
Disputing  Member  may  commence  Additional  Proceedings  within  such five (5)
business day period if the Dispute could be barred by an  applicable  statute of
limitations.

         11.11.  Arbitration.  The parties agree to participate in good faith in
the Alternative  Dispute Resolution ("ADR") to its conclusion.  If the Disputing
Members are not  successful in resolving  the dispute  through the ADR, then the
Disputing  Members  may agree to submit the matter to binding  arbitration  or a
private  adjudicator,  or  either  Disputing  Member  may  seek  an  adjudicated
resolution through the appropriate court ("Additional Proceedings").

         11.12.  Fees of Mediation;  Disqualification.  The fees and expenses of
the mediator  shall be shared  equally by the  Disputing  Members.  The mediator

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shall be  disqualified  as a  witness,  consultant,  expert or  counsel  for any
Disputing Member with respect to the Dispute and any related matters.

         11.13.  Confidentiality.  The entire mediation process is confidential,
and no  stenographic,  visual  or  audio  record  shall be  made.  All  conduct,
statements,  promises, offers, views and opinions, whether oral or written, made
in the course of the mediation by any Disputing Member, their agents, employees,
counsel,  representatives or other invitees and by the mediator are confidential
and  shall,  in  addition  and where  appropriate,  be deemed  privileged.  Such
conduct,  statements,   promises,  offers,  views  and  opinions  shall  not  be
discoverable  or  admissible  for any  purpose,  including  impeachment,  in any
litigation or other proceeding  involving the parties and shall not be disclosed
to anyone not an agent, employee,  expert,  witness, or representative of any of
the  Members;  provided,   however,  that  evidence  otherwise  discoverable  or
admissible is not excluded from discovery or admission as a result of its use in
the mediation.

                                   Article 12
                               General Provisions

         12.01.  Offset.  Whenever  the Company is to pay any sum to any Member,
any amounts  that  Member owes the Company may be deducted  from that sum before
payment.

         12.02. Notices. Except as otherwise provided, all notices, requests, or
consents  under this  Agreement  shall be (a) in writing,  (b)  delivered to the
recipient  in  person,  by  courier or mail or by  facsimile,  telegram,  telex,
cablegram, email, instant message, or similar electronic transmission, (c) if to
a Member,  delivered  to such Member at the  applicable  address on Exhibit A or
such other  address as that  Member may  specify by notice to the  Managers  and
other Members, (d) if to the Managers or the Company,  delivered to the Managers
at the  registered  office  of the  Company,  or at such  other  address  as the
Managers  may  specify by notice to the  Members,  and (e)  effective  only upon
actual receipt by such Person(s). Whenever any notice is required to be given by
applicable law, the  Certificate,  or this Agreement,  a written waiver thereof,
signed by the Person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

         12.03. Writings and Signatures.  Under this Agreement,  "signature" and
"signed" means any symbol executed or adopted by a person with present intention
to  authenticate  a writing.  Unless the context  requires  otherwise,  the term
includes a digital  signature,  an  electronic  signature,  and a facsimile of a
signature.  "Written"  or  "writing"  means an  expression  of  words,  letters,
characters,  numbers,  symbols,  figures,  or other textual  information that is
inscribed  on a  tangible  medium or that is stored  in an  electronic  or other
medium that is retrievable in a perceivable  form.  Unless the context  requires
otherwise,  the term (i)  includes  stored or  transmitted  electronic  data and
transmissions and reproductions of writings;  and (ii) does not include sound or
video  recordings  of  speech  other  than  transcriptions  that  are  otherwise
writings.

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         12.04. Entire Agreement;  Supersedure.  This Agreement  constitutes the
entire agreement of the Members relating to the Company and supersedes all prior
contracts or agreements with respect to the Company, whether oral or written.

         12.05.  Effect of Waiver or Consent.  A waiver or  consent,  express or
implied, to or of any breach or default by any Person in the performance by that
Person of its obligations with respect to the Company is not a consent or waiver
to or of any other  breach or default in the  performance  by that Person of the
same or any other obligations of that Person with respect to the Company.

         12.06.  Amendments of Certificate  and Agreement.  The  Certificate and
this Agreement may be amended or restated only with the approval of the Managers
and a Majority Interest.

         12.07. Binding Effect.  Subject to the restrictions on Dispositions set
forth in this  Agreement,  this  Agreement  is binding on and shall inure to the
benefit  of the  Members  and their  respective  heirs,  legal  representatives,
successors, and assigns.

         12.08. Governing Law;  Severability.  THIS AGREEMENT IS GOVERNED BY AND
SHALL  BE  CONSTRUED  IN  ACCORDANCE  WITH THE  LAWS OF THE  STATE  OF  DELAWARE
(EXCLUDING ITS  CONFLICT-OF-LAWS  RULES).  If any provision of this Agreement or
the  application  thereof  to any  Person or  circumstance  is held  invalid  or
unenforceable to any extent, the remainder of this Agreement and the application
of that provision to other Persons or  circumstances is not affected thereby and
that provision shall be enforced to the greatest extent  permitted by applicable
law.

         12.09.  Construction.  Unless the context requires  otherwise:  (a) the
gender  (or lack of gender) of all words  used in this  Agreement  includes  the
masculine,  feminine,  and neuter;  (b) the word "including"  means  "including,
without  limitation";  (c) references to Articles and Sections refer to Articles
and  Sections of this  Agreement;  and (d)  references  to  Exhibits  are to the
Exhibits attached to this Agreement, each of which is made a part hereof for all
purposes.

         12.10.  Further  Assurances.  In connection with this Agreement and the
transactions  contemplated  hereby,  each Member  shall  execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary  or  appropriate  to  effectuate  and perform the  provisions  of this
Agreement and those transactions.

         12.11.  Counterparts.  This  Agreement may be executed in any number of
counterparts, all of which shall constitute the same instrument.  Delivery of an
executed  signature  of  this  Agreement  by  facsimile  transmission  shall  be
effective as delivery of a manually executed counterpart hereof.

         12.12 Informed  Decision.  Each Member,  by executing  this  Agreement,
represents and warrants that he has been furnished with  sufficient  written and
oral  information  about the  Company  and the  business  to be  operated by the
Company  to  allow  him to make an  informed  decision  prior  to  purchasing  a
Membership Interest in the Company.

         12.13  Admonition.  McMahon Surovik  Suttle,  P.C. (the "Law Firm") has
exclusively represented the Company in the preparation of this Agreement and has

                                       20
<PAGE>


not  undertaken to assist the Members,  or render legal or investment  advice to
the Members.  The Law Firm has not acted as securities counsel to the Company or
any Member,  and fully  disclaims any  engagement as such counsel.  The Law Firm
makes  no  representation  regarding  the  undertaking  of  the  Company  or the
prospective  value of any  Member's  interest in the  Company.  Each Member does
hereby  acknowledge that the Law Firm has directed that he/she/it seek competent
outside  counsel and  business  advice  other than from the Law Firm,  as to the
effects,  consequences  and  legalities of this  Agreement  and the  opportunity
offered hereunder.

         Adopted  by  the  undersigned  Managers  effective  on the  4th  day of
December, 2007.

                                            -----------------------------------
                                            Jon M. Morgan

                                            -----------------------------------
                                            John R. Norwood

                                            -----------------------------------
                                            Eric L. Oliver

         WHEREOF,  following  adoption of this  Agreement by the  Managers,  the
Members have adopted and executed this  Agreement to be effective as of the date
first set forth above.

                         [MEMBER SIGNATURE PAGES FOLLOW]













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                                    EXHIBIT A
                                    ---------