<PAGE>

                               OPERATING AGREEMENT
                                       OF
                           HEALTHCARE INNOVATIONS, LLC

     THIS OPERATING AGREEMENT (this "Agreement") of HEALTHCARE INNOVATIONS,  LLC
(the "Company") entered into the 1st day of August, 1997, by and between IMAGINE
INVESTMENTS,  INC., a corporation  organized and existing  under the laws of the
State  of  Delaware  ("IMAGINE"),  and MB  HOLDING  CORPORATION,  a  corporation
organized  and  existing  under  the  laws  of  the  state  of  Arkansas  ("MB")
(collectively,  the  "Initial  Members")  is  effective  upon the  filing of the
Articles of Organization of the Company with the Secretary of State of Arkansas.

     NOW  THEREFORE,  for  and in  consideration  of the  mutual  covenants  and
agreements herein below contained, the parties agree as follows:

                                   ARTICLE I.

     Section 1.1  Formation of Limited  Liability  Company.  The parties to this
Agreement hereby form a limited liability company pursuant to the Small Business
Entity  Tax Pass  Through  Act of 1993,  Act 1003 of 1993 (Ark.  Code Ann. Sect.
4-32-101  et.  seq.),  as from time to time  amended  (the  "Act").  Section 1.2
Organization  Certificates.  The parties hereto shall immediately execute, file,
record and/or publish Articles of Organization (the  "Certificate" as defined in
ARTICLE  II below) and other  documents  conforming  hereto,  and take all other
appropriate action, to comply with

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all legal  requirements,  for the creation of the Company  under the Act and its
operation in the State of Arkansas. 

     Section 1.3 Company  Name.  The business of the Company  shall be conducted
under the name of HEALTHCARE INNOVATIONS,  LLC and under such name or variations
thereof as the Members  deem  appropriate.

     Section 1.4 Principal Office. Theprincipal place of business and address of
the Company shall be as agreed in the Services Agreement contemplated in Section
6.8  hereof.  The  registered  agent for  service of process  in  Arkansas  (the
"Agent") shall be Ken F. Calhoon, whose address is c/o Hilburn, Calhoon, Harper,
Pruniski  &  Calhoun,  Ltd.,  Eighth  Floor  -  Mercantile  Bank  Building,  One
Riverfront  Place,  North  Little  Rock,  Arkansas  72114.  MB shall be the "Tax
Matters  Partner"  within the meaning of Code Section  6231 (a)(7).  The Members
may, from time to time, by affirmative vote of the Members, change the principal
place of  business,  the  Agent or the Tax  Matters  Partner.  However,  the Tax
Matters Partner must at all times be a Member.  In addition,  the Managers shall
have authority to and shall execute such amendments to filings with governmental
agencies  as may be  required  as a result of any  change of  address  or Agent.

     Section 1.5 Term of Company. The Company shall be effective from the filing
of the Certificate and the payment of the filing fee therefor,  in the office of
the Secretary of State of the State of Arkansas, as required by the Act, and any
amendments thereto, and shall remain effective until the earlier to occur of:

          (a) December 31, 2047, or

          (b) the date  the  Company  is  dissolved  pursuant  to the Act or any
              provisions of this Agreement.

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     The period of time between the date the Company  becomes  effective and the
date it ceases to be  effective  shall be referred to herein as "Company  Term".

                                  ARTICLE II.

     Section 2.1  Definitions.  Whenever  used in this  Agreement  the terms set
forth below shall be defined as follows:

          (a) "affiliate" means any person who controls, is controlled by, or is
     under common control with, another person.

          (b)  "affirmative  vote of the Members",  "determined by the Members,"
     "approval by the  Members,"  "approved  by the  Members," or when any other
     language is used herein indicating that a particular matter,  decision,  or
     determination  requires the consent,  approval or other joint action of the
     Members,  the same shall mean that the matter in question  must be approved
     in writing by an  affirmative  vote of more than fifty percent (50%) of the
     issued and outstanding Class A Units; provided that for purposes of Section
     6.3 the same shall mean that the matter in  question  must be  approved  in
     writing  by an  affirmative  vote of more  than  sixty-six  and two  thirds
     percent  (66-2/3%) of the issued and outstanding Class A Units. Each Member
     shall be  entitled  to cast one  vote for each  Class A Unit  owned by said
     Member.

          (c) "Agreement" means this Operating  Agreement,  as amended from time
     to time. Words such as "herein,"  "hereinafter,"  "hereto" and "hereunder",
     refer to this Agreement as a whole,  unless the context otherwise requires.
     (d)  "Capital  Account"  means,  with  respect to any  Member,  the Capital
     Account maintained for such person in accordance with ARTICLE V hereof.

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          (e) "Capital  Contributions"  means,  with respect to any Member,  the
     amount of money and the initial  Gross Asset Value of any  property  (other
     than money)  contributed to the Company with respect to the interest in the
     Company held by such person.

          (f) The  "Certificate"  shall mean the Articles of  Organization to be
     filed  on  behalf  of the  Company  as  required  by the Act,  all  similar
     certificates  required  by the Acts of  other  jurisdictions  in which  the
     Company  does  business,  and  all  amendments  thereto  and  substitutions
     thereof.

          (g) "Class A Units" means the units in the Company  with  features and
     rights as described in this Agreement as  attributable  to Class A Units to
     be acquired by the Members for the sum of $10.00 per Unit,  payable in cash
     or property as agreed to by the Members. The total Class A Units authorized
     to be  issued by the  Company  shall be  100,000  or such  other  amount as
     determined  by the Members.  Each Member shall be entitled to cast one vote
     for each Class A Unit owned by said Member.

          (h) "Class B Units"  means the  non-voting  units in the Company  with
     features and rights as described in this Agreement as attributable to Class
     B Units to be  acquired  by the  Members  for the sum of  $10.00  per Unit,
     payable in cash or property as agreed to by the Members.  The total Class B
     Units  authorized  to be issued by the Company  shall be  151,000,  or such
     other amount as determined by the Members. Members shall not be entitled to
     vote with respect to Class B Units owned by such Members.

          (i) "Class C Units"  means the  non-voting  units in the Company  with
     features and rights as described in this Agreement as attributable to Class
     C Units to be  acquired  by the  Members  for the sum of  $10.00  per Unit,
     payable in cash or property as agreed to by the Members. The total

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Class C Units  authorized to be issued by the Company shall be 149,000,  or such
other amount as determined by the Members. Members shall not be entitled to vote
with respect to Class C Units owned by such Members.

          (j) "Code"  means the Internal  Revenue Code of 1986,  as amended from
     time to time (or any corresponding provisions of succeeding law).

          (k)  "Depreciation"  means,  for each fiscal year or other period,  an
     amount  equal to the  depreciation,  amortization,  or other cost  recovery
     deduction  allowable  under the Code with respect to an asset for such year
     or other period.

          (l) "Event of  Bankruptcy"  means,  with  respect to any Member of the
     Company,  any  of  the  following:  (1)  filing  a  voluntary  petition  in
     bankruptcy  or for  reorganization  or for the  adoption of an  arrangement
     under the Bankruptcy  Code as now or in the future amended) or an admission
     seeking the relief therein  provided;  (2) making a general  assignment for
     the benefit of creditors;  (3) consenting to the  appointment of a receiver
     for all or a substantial part of such Person's property; (4) in the case of
     the filing of an involuntary  petition in bankruptcy,  an entry of an order
     for relief; (5) the entry of a court order appointing a receiver or trustee
     for all or a  substantial  part  of  such  Person's  property  without  its
     consent;  or (6) the assumption of custody or  sequestration  by a court of
     competent  jurisdiction  of  all or  substantially  all  of  such  Person's
     property.

          (m) "Gross Asset Value" means,  with respect to any asset, the asset's
     adjusted basis for purposes of the Code, except as follows:

                    (1) The initial  Gross Asset Value of any asset  contributed
               by a Member to the Company  shall be the gross fair market  value
               of such asset, as determined by the  contributing  Member and the
               Company;

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                    (2) The  initial  Gross Asset  Values of all Company  assets
               shall be  adjusted to equal  their  respective  gross fair market
               values, as determined by the Members,  as of the following times:
               (i) the  acquisition of an additional  interest in the Company by
               any new or existing Member in exchange for more than a de minimis
               Capital  Contribution;  (ii) the distribution by the Company to a
               Member  of  more  than  a  de  minimis   amount  of  property  as
               consideration  for an  interest  in the  Company;  and  (iii) the
               liquidation of the Company within the meaning of Section  1.704-1
               (b)(2)(ii)(g) of the Regulations;

                    (3) The Gross Asset Value of any Company  asset  distributed
               to any Member  shall be the gross fair market value of such asset
               on the date of distribution; and

                    (4) The  Gross  Asset  Values  of  Company  assets  shall be
               increased  (or  decreased)  to  reflect  any  adjustments  to the
               adjusted basis of such assets  pursuant to Code Section 734(b) or
               Code Section 743(b).

          (n) "Managers" shall mean any Person or group of Persons  (hereinafter
     individually or collectively  referred to as "Managers") appointed Managers
     in accordance with the terms hereof.

          (o) "Minimum Gain  Chargeback  Regulations"  shall have the meaning as
     set forth in Section 1.704-2 of the Regulations.

          (p)  "Members"  shall mean the  Initial  Members,  and any  additional
     Person who may be admitted as a new or  Substitute  Member  pursuant to the
     terms hereof.

          (q) "Net Cash" means the gross cash proceeds  from Company  operations
     less the portion thereof used to pay or establish  reserves for all Company
     expenses,   debt  payments,   capital   improvements,   replacements,   and
     contingencies, all as determined by the Members. "Net Cash"

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shall not be reduced by  Depreciation,  but shall be increased by any reductions
of reserves previously  established which are not used for the purpose for which
the reserve was established.

          (r) "Ownership  Interest" means a Member's interest in the Company, as
     determined  by the ratio of the  number  of Units  owned by a Member to the
     total number of Units issued and outstanding.

          (s) "Person" means any individual, partnership,  corporation, trust or
     other entity.

          (t) "Profits" and "Losses" mean, for each fiscal year or other period,
     an amount equal to the  Company's  taxable  income or loss for such year or
     period, determined in accordance with the Code.

          (u) "Property"  means all real and personal  property  acquired by the
     Company and any improvements  thereto,  and shall include both tangible and
     intangible property.

          (v) "Regulations"  means the Income Tax Regulations  promulgated under
     the Code, as such  regulations  may be amended from time to time (including
     corresponding provisions of succeeding regulations).

          (w) "Related To or Affiliated With" shall mean:

                    (1) Any "Owning  Person",  which shall mean a Person  owning
               directly or indirectly more than 1% of the issued and outstanding
               capital stock of, or more than a 1%  beneficial  interest in, any
               Manager, or any Member;

                    (2) Any "Owned Person",  which shall mean a Person more than
               1% of the issued and outstanding  capital stock of which, or more
               than 1%  beneficial  interest  in  which,  is owned  directly  or
               indirectly  by any  Manager,  any  officer of the  Company or any
               Member;

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                    (3) Any "Affiliated  Person",  which shall mean (1) a Person
               more  than 1% of the  issued  and  outstanding  capital  stock of
               which,  or more than a 1% beneficial  interest in which, is owned
               by an Owning  Person or an Owned  Person;  and (2) a Person which
               owns more than 1% of the issued and outstanding capital stock of,
               or more than a 1%  beneficial  interest in, any Owning  Person or
               any Owned Person; and (4) Any agent, officer, director, employee,
               or partner  (or any  member of the family or any agent,  officer,
               director, employee or partner) of any Manager, any officer of the
               Company,  any Member,  any Owning Person, any Owned Person or any
               Affiliated Person.

     (x)  "Substitute  Member"  means a Person  other than  IMAGINE or MB who is
admitted as a Member pursuant to this Agreement.

                  (y) "Units" means Class A, Class B and/or Class C Units issued
by the Company as defined and described herein.

                                  ARTICLE III.

         Section 3.1 Purposes of the Company.  The purpose of the Company  shall
be (a) to carry on the business of owning,  acquiring  and  operating  medically
related business  operations,  (b) to otherwise manage and operate the assets of
the Company (c) subject to the provisions of this Agreement, to enter into, from
time to time,  such  financing  arrangements  as the Members may determine to be
necessary,  appropriate  or  advisable to enable the company to  accomplish  the
purposes set forth in clauses (a) and (b) of this  sentence,  (d) subject to the
provisions of this  Agreement,  to mortgage,  pledge,  assign,  grant a security
interest in, or otherwise encumber, lease, exchange or otherwise dispose of, all
or a part of the assets of the  Company to secure such  financing  arrangements,
and (e) to engage in all activities  and to enter into,  exercise the rights and
enjoy the

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benefits under,  and discharge the  obligations of the Company  pursuant to, all
contracts,  agreements  and  documents  that may be  necessary,  appropriate  or
advisable to enable the Company to accomplish  the purposes set forth in clauses
(a), (b), (c) and (d) of this sentence.

         Section 3.2 Powers of the  Company.  The purpose of the Company may, in
instances  where the Members  hereunder deem such action  appropriate to achieve
the  purpose  of the  Company  and to the  extent  Company  funds are  available
therefor,  be accomplished by taking any and all other action which is permitted
under the Act which is customary or reasonably related to Company operations and
activities related thereto.

         Section 3.3  Acquisitions.  If, during the Company Term,  any Member or
its affiliates  proposes,  directly or indirectly,  to acquire any interest in a
business providing medically related services similar in scope and operations to
those businesses conducted by the Company and its affiliates then such Member or
its affiliate, as the case may be (the "Offeror"),  shall give notice thereof to
the Company and the other  Member,  which  notice (the  "Participation  Notice")
shall (i)  describe in  reasonable  detail the  investment  contemplated  by the
Offeror (including the estimated cost thereof and the material obligations to be
undertaken in connection  therewith),  (ii) describe any required funding needed
by the Company and the  proposed  terms of such  funding,  and (iii)  contain an
irrevocable  offer to the Members to make the investment  through the Company on
the same terms and conditions described in the Participation Notice. In order to
exercise such right,  the other Member shall give notice to the Offeror no later
than 30 days after its  receipt of the  Participation  Notice  that it wishes to
consummate  the  proposed  transaction  through  the  Company  and agrees to the
proposed  financing  terms.  If the other Member does not exercise such right as
aforesaid,  the Offeror shall be free to consummate such transaction without the
participation therein by the other

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Member or the  Company  and free of any rights or claims of the other  Member or
the Company under this  Section.  Upon such terms as may be agreed to by Imagine
and the Company,  Imagine agrees in good faith that it intends to provide to the
Company additional  acquisition funding in the form of equity or loans from time
to time for future medically  related business  acquisitions on a transaction by
transaction  basis. Any such funding shall be  satisfactorily  secured and shall
provide a return to Imagine of  approximately  prime plus four  percent  (4%) or
such other negotiable rates of return as agreed by Imagine and the Company. Each
event of  funding by  Imagine  will be  strictly  conditional  upon the  parties
negotiating and executing  formal  agreements and documents with respect thereto
which  are  mutually  satisfactory  to the  parties  at the time of each  future
acquisition transaction.

     Section 3.4 Non-exclusivity. Subject to Section 3.3 hereof, (a) the Members
expressly recognize and agree that each Member has the right to purchase,  sell,
develop, exploit and deal in every manner with properties,  assets, transactions
and business arrangements that may be similar to, competitive with or adverse to
the activities,  properties, assets and prospects of the Company, either for its
personal account and benefit or in an agency or representative  capacity for the
account  and  benefit of any other  person and (b) there shall be no duty on the
part of any Member to notify the other  Member(s)  concerning,  or to account to
the Company or any other  member for,  any or all of the  properties,  assets or
rights of whatever  nature acquired  through such  activities  permitted by this
sentence, and the other Member(s) hereby waive and relinquish any and all rights
with respect to such Member's involvement in any activities described above.

     Section 3.5  Consolidation.  The parties agree and  acknowledge  that it is
their  intent that MB  Software  Corp.,  parent  corporation  of MB ("MBS"),  be
allowed to  consolidate  the results of  operations  of the Company with its own
financial records. To the extent that the Securities and

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Exchange  Commission  changes its rules such that MBS is not able to consolidate
the  Company's  results of  operations,  the parties will attempt in good
faith to restructure the transaction  such that the economic benefit remains the
same but MBS is able to consolidate  the  Company's results of operations
with its own.
                                   ARTICLE IV.

     Section 4.1 Admission of Members.  No additional  Members shall be admitted
except by an affirmative vote of all the Members.

     Section 4.2 Completion of Admission. A person shall become a Member when it
shall have completed all of the following:

          (a) Executed a counterpart of this Agreement or an adoption  agreement
     agreeing to be bound by the terms of this Agreement;

          (b) Executed any other  document,  certificate or instrument and taken
     such other action,  as the Members may  reasonably  request to evidence and
     perfect such Person's admission as a Member;

          (c) Shall have been accepted as a new Member by an affirmative vote of
     the  Members.  (d) Shall have been  accepted as a  Substitute  Member by an
     affirmative vote of the Members other than the transferring Member; and (e)
     The filing of a  Certificate  with the  Secretary  of State of the State of
     Arkansas if so required by the Act.

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                                   ARTICLE V.

     Section 5.1  Contributions  of the Members.  Units in the Company  shall be
issued to the Members in accordance with the terms of this Agreement in exchange
for cash and property.  The Initial  Members hereby agree to contribute the cash
and  property  at the  agreed  gross  fair  market  value set forth on Exhibit A
attached  hereto in exchange  for the Units set forth  therein.  All Units to be
purchased to this  Agreement are  acknowledged  to have been offered and sold by
the Company  without  registration  under the Securities Act of 1933 or any Blue
Sky  Law in  reliance  upon  the  express  representation  and  warranty  by the
purchaser  thereof that such Units are  acquired for purposes of such  person's 
own investment and not for resale or distribution.

     Section 5.2 Capital  Accounts.  Each  Member  shall have a Capital  Account
which  shall  be  maintained  strictly  in  accordance  with  Regulation  Sect.
1.704-1(b)(2)(iv).  The beginning balance of each Member's Capital Account shall
be zero and, as of any date, shall be:

     (a)  Increased by (1) the amount of cash  contributed  by the Member to the
Company;  (2) the fair market value of property contributed by the Member to the
Company (net of liabilities  securing such contributed property that the Company
is  considered  to assume or take  subject to under Code Section  752);  and (3)
allocations  to the Member of Company  Profits and gains (or items thereof) made
pursuant to ARTICLE  VIII  hereof;  and (b)  Decreased by (1) the amount of cash
distributed to the Member by the Company;  (2) the fair market value of property
distributed  to the Member by the  Company  (net of  liabilities  securing  such
distributed property that such Member is considered to assume or take subject to
under Code Section 752);  and (3)  allocations  of Company Losses and deductions
(or items thereof) made pursuant to ARTICLE VIII hereof.

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     Section 5.3  Determination  of Capital  Account.  The Capital  Account of a
Member shall be  determined  after giving effect to all  allocations  of income,
gains,  Profits  and  Losses  of the  Company  for  the  current  year  and  all
distributions  for such year in respect of  transactions  effected  prior to the
date of which such  determination  is to be made. A Member shall not be entitled
to withdraw any part of his Capital Account or to receive any distribution  from
the Company,  except as  specifically  provided in this  Agreement.  Any Member,
including any additional or Substitute  Member, who shall receive an interest in
the Company or whose  interest in the Company  shall be  increased by means of a
transfer to him of all or part of the interest of another  Member,  shall have a
Capital Account which reflects such transfer. Loans by any Member to the Company
shall not be considered Capital Contributions and shall not increase the Capital
Account of the lending Member. 

     Section  5.4 No  Deficit  Restoration  Obligation.Notwithstanding  anything
herein to the  contrary,  this  Agreement  shall not be  construed as creating a
deficit  restoration  obligation or otherwise  personally obligate any Member to
make a Capital Contribution in excess of the Capital Contribution initially made
for said Member's Units.

                                   ARTICLE VI.

     Section 6.1 Managers.  Subject to the rights, duties and obligations of the
Members to make Major  Decisions (as  hereinafter  defined) and subject to other
specificz  affairs of the Company  shall be vested in the  Managers who shall be
appointed by an affirmative  vote of the Members in accordance with the terms of
this Agreement.  The Managers shall at all times be comprised of a board of four
(4) individuals who shall be appointed by the Members,  with each Initial Member
having the right to appoint two (2) Managers.  Managers  need not be Members.  A
majority vote of the Managers shall bind all the Managers;  provided that in the
event of a tie vote, the affirmative vote of the Managers  appointed by MB shall
bind all the  Managers.  The  Managers  may  designate  one  Manager  to execute
documents  and take such other actions as have been approved or are provided for
herein.

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     Section 6.2 Manager  Meetings and  Procedures.  The Managers  shall meet at
such  intervals as may be agreed upon by the Managers,  but at least  quarterly.
The purpose of the meetings  shall be to review the  operations and needs of the
Company and to establish an open line of communication  between the Managers and
the  Members.  Any Manager may call a meeting on not less than ten (10)  working
days written notice given to the other Managers.  The Managers  meeting shall be
held at the  principal  office  of the  Company  or at such  other  place as the
Managers determine.  Three managers shall constitute a quorum for the purpose of
transacting  business.  At all  meetings  there  shall be  present  a  secretary
designated by the Managers to keep full and accurate minutes of each meeting. As
soon  as is  reasonably  practicable  after  completion  of  each  meeting,  the
secretary  shall  distribute  to each  Manager  copies  of the  minutes  of each
meeting.  A resolution in writing  approved by a majority of the Managers  shall
have the same effect as a resolution  duly adopted at a meeting of the Managers.
Such approval may be written, or by telex,  telegram,  facsimile transmission or
other  similar  means  of  communication.  Unless  otherwise  provided  in  this
Agreement,  any agreement,  contract, or document to be signed by the Company in
connection  with a  Major  Decision  (defined  below)  must  be  approved  by an
affirmative  vote  of the  Members  and  executed  by the  Managers.  Any  other
agreement, contract or document to be signed by the Company shall be executed by
the Managers or by those persons or that person  authorized to execute on behalf
of the Managers.

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         Section  6.3 Major  Decisions.  No act shall be  taken,  sum  expended,
decision made or obligation incurred by the Company or the Managers with respect
to a matter within the scope of any of the major decisions enumerated below (the
"Major  Decisions"),  unless  and  until  the  same  has  been  approved  by  an
affirmative  vote of the  Members,  or  expressly  delegated  by the  Members in
writing. The Major Decisions shall include:

     (a) Acquisition of any land or other real property or interest therein;

     (b)  Issuance  by the  Company of  additional  Units or any option or other
right to acquire a Unit or Units;

     (c) Acceptance of any additional capital contributions by any party;

     (d) Borrowing of moneys or entering  into any  contractual  obligations  if
such borrowings or contractual  obligations are in excess of $100,000.00 or such
other amount as determined by the Members from time to time;

     (e) The sale of all or  substantially  all of the assets of the  Company or
the sale or  disposition  of any entity  owned  directly  or  indirectly  by the
Company;

     (f)  Entering  into a related  party  contract as defined and  described in
Section 6.8 hereof; and

     (g) Any reorganization, merger or liquidation of the Company.

     Section 6.4 Officers.  The Managers may appoint  individuals as officers of
the  Company  which  may  include,  but  shall not be  limited  to (a) CEO;  (b)
president,  (c)  Vice-President;  (d) Secretary;  and (e) Treasurer.  Subject to
Section  6.3  hereof,  such  officers  shall have the  authority  to contract or
negotiate on behalf of and  otherwise  represent the interests of the Company as
authorized by the Managers;  provided, however, that the Managers shall withdraw
any such  delegation  ofmanagement  responsibilities  to any  officer  and shalL
remove any officer from his  responsibilities and office at the direction of the
Members  after an  affirmative  vote of the Members has been taken with  respect
thereto. The initial officers shall be as set forth on Exhibit B hereto.

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     Section 6.5 Prior Authorization. Except as expressly provided herein to the
contrary,  the Managers shall be authorized to make any expenditure or incur any
obligation  on behalf of the Company in the  ordinary  course of  business  and,
notwithstanding   anything  herein  to  the  contrary,  the  Managers  shall  be
authorized to make any expenditure in the case of a bona-fide  emergency (notice
of which shall be promptly given to the Members).  The Managers shall not expend
more than what the Managers in good faith believe to be the fair and  reasonable
market  value at the time and place of  contracting  for any goods  purchased or
services engaged on behalf of the Company.

     Section  6.6 Rights Not  Assignable.  The  rights  and  obligations  of the
Managers  under  this  Agreement  shall  not  be  assignable  voluntarily  or by
operation of law.

     Section  6.7  Compensation.  The  Members,  by an  affirmative  vote of the
Members,  may  provide for the payment of  commercially  reasonable  arms-length
compensation by the Company to the Managers for the services of the Managers.

     Section 6.8 Contracts  with Related  Parties.  Managers shall not knowingly
enter into any agreement or other  arrangement  for the  furnishing to or by the
Company of goods or services with any Person  Related To or Affiliated  With any
Manager,  any officer of the  Company or any Member  unless  such  agreement  or
arrangement   has  been  approved  by  the  Members  after  the  nature  of  the
relationship  or affiliation has been  disclosed.  Notwithstanding,  the Members
agree that the Company shall enter into a  non-exclusive  agreement  with MB for
the  provision of  management  services for the  business  operations  initially
contributed on a cost plus fifteen percent (15%) basis, following final approval
of the specific written agreement by all Members.


                                       16

                                       
<PAGE>



     Section 6.9 Indemnification.  No Manager shall take any action on behalf of
or in the name of the  Company,  or  enter  into any  commitment  or  obligation
binding upon the Company,  except such actions as are expressly  provided for in
this Agreement.  No Manager shall be liable to the Company for any actions taken
in such  person's  capacity  as a  Manager,  unless  such  conduct  is deemed to
constitute gross negligence or wilful misconduct on the part of such Manager.

     The Company does hereby  indemnify and hold harmless the Managers and their
agents, officers and employees as to third parties against and from any personal
loss, liability or damages suffered as a result of any act or omission which the
Managers believed,  in good faith, to be within the scope of authority conferred
by this Agreement, except for willful or fraudulent misconduct, gross negligence
or  willful  breach  of  fiduciary  duties,  but not in  excess  of the  capital
contributions  of all Members.  Notwithstanding  the  foregoing,  the  Company's
indemnification of the Managers and their agents, officers and employees as to a
third party is only with respect to such loss,  liability or damage which is not
otherwise  compensated for by insurance  carried for the benefit of the Company.
Insurance  coverage  for  public  liability,  and  all  other  insurance  deemed
necessary or appropriate  by the Managers to the business of the Company,  shall
be  carried in such  amounts  and of such  types as shall be  determined  by the
Managers.

     Section 6.10 Status as Manager. Upon the occurrence of any of the following
events to or by a Manager,  such  Manager  shall  automatically  and without the
action or consent of any Member, cease to be a Manager of the Company: (a) makes
an assignment  for the benefit of creditors;  (b) files a voluntary  petition in
bankruptcy; (c) is adjudicated bankrupt or insolvent;

                                       17

<PAGE>

(d)  files  a  petition  or  answer  seeking  for  itself  any   reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution, or similar
relief  under any  statute,  law,  or  regulation;  (e) files an answer or other
pleading admitting or failing to contest the material  allegations of a petition
filed against itself in any proceeding of this nature;  (f) seeks,  consents to,
or acquiesces in the appointment of a trustee, receiver, or liquidator of all or
any substantial part of its properties, or (g) dissolves.

     Section  6.11  Election of Managers.  The Members  shall elect the Managers
annually,  or may remove or replace the Managers at any time, by an  affirmative
vote of the Members. In the event a Manager ceases to hold office as a result of
the  requirements  of Section 6.10,  resignation  or removal in accordance  with
Section 6.11, the Member that  originally  nominated such Manager shall have the
right to appoint a successor.

     Section 6.12 Limitations on Managers.  The Managers shall be subject to all
the restrictions and limitations of managers under the Act.

     Section  6.13  Company  Meetings.  Meetings of Members may be called by the
Managers at any time.  Meetings of Members  shall be called by the Managers upon
receipt of a written  request of Members  holding at least ten percent  (10%) of
the outstanding Class A Units.  Notice of a meeting shall be given not less than
ten  (10)  nor more  than  sixty  (60)  business  days  prior to the date of the
meeting.  The matters to be voted upon at such meeting shall be specified in the
notice.  The Managers shall call for an annual meeting of the Members during the
first  calendar  quarter for the purpose of  election of  Managers,  a report of
Company  activity  for the year just  completed  and such other  purposes of the
Managers  may  determine.  A meeting  of the  Members  shall not be held  unless
Members owning at least fifty-one percent (51%) of the outstanding Class A Units
are present in person or are  represented by proxy.  At all meetings there shall
be a secretary  designated  by the Members to keep full and accurate  minutes of
each meeting.  As soon as is  reasonably  practicable  after  completion of each
meeting,  the secretary shall distribute to each Member copies of the minutes of
each  meeting.  All  acts  and  approvals  of  the  Members  shall  require  the
affirmative  vote  of the  Members.  A  resolution  in  writing  approved  by an
affirmative  vote of the Members shall have the same effect as a resolution duly
adopted at a meeting of the Members.  Such approval may be written, or by telex,
telegram, facsimile transmission or other similar means of communication. Unless
otherwise  provided in this  Agreement or agreed by the Members,  any agreement,

                                       18


                                       
<PAGE>


contract,  or document to be signed by the  Company in  connection  with a Major
Decision must be approved by an affirmative  vote of the Members and executed by
a Manager. Any other agreement, contract or document to be signed by the Company
shall be executed by the Managers or by those persons or that person  authorized
to execute on behalf of the Managers.


                                  ARTICLE VII.

     Section 7.1 Rights and Limitations of Member. A Member shall not be:

     (a) personally  liable for any of the debts of the Company or to a Manager,
unless a  liability  of the  Company  or a  Manager,  as the case may be, is (1)
founded on some  unauthorized  activity of such  Member or (2) results  from the
execution of any document providing for personal liability;

     (b) personally liable for any losses of any other Member;

     (c) except as provided  herein,  allowed to take part in the  management or
control of the Company  business,  or to sign for or to bind the  Company,  such
power to vest solely and exclusively in the Managers;


                                       19

<PAGE>



     (d)  entitled  to be paid any salary or to have a Company  drawing  account
solely because of his, her or its status as a Member;

     (e) entitled to a partition  of any Company  Property  notwithstanding  any
other provision of law to the contrary; or

     (f) allowed to voluntarily withdraw from the Company.

     Section  7.2 Access to  Information.  Any Member  shall have  access to the
books and records of the Company  and may inspect and copy such  information  at
reasonable  request at such Member's  expense.  The  information  available to a
Member  includes:  (a) the name and address of all Members;  (b) the Articles of
Organization and any amendments  thereto;  (c) the Company's federal,  state and
local tax  returns and  reports  for the three (3) most  recent  years;  (d) the
Operating Agreement then in effect; and (e) financial  statements of the Company
for the three (3) most recent years.

                                  ARTICLE VIII.

     Section 8.1 Profits and Losses.  Except as may be required by Sect.  704(c)
of the Code and the  Regulations  thereunder,  Profits and Losses of the Company
and each item of income,  gain,  loss,  deduction  or credit  shall be allocated
among the Members based upon the Member's  Ownership  Interest in the Company as
set forth  herein.  Profits of the  Company for any year shall be  allocated  as
follows:

          (a)  first,  for any year there  shall be  allocated  and  distributed
     proportionately  to the Members  owning  Class B Units an amount of profits
     equal to a  ten-percent  annual  return on the  original  amount of capital
     contribution  ($10.00  per  Unit) for such  Class B Units  from the date of
     contribution  until repurchased and canceled by Company pursuant to Article
     X.


                                       20

<PAGE>


          (b) second,  for any year there  shall be  allocated  and  distributed
     proportionately  to the Members  owning  Class C Units an amount of profits
     equal to a  ten-percent  annual  return on the  original  amount of capital
     contribution  ($10.00  per  Unit) for such  Class C Units  from the date of
     contribution  until repurchased and canceled by Company pursuant to Article
     X.

          (c) all remaining  profits shall be allocated  proportionately  to the
     number Members owning Class A Units.

          (d) Losses of the  Company  for any year shall be borne and  allocated
     proportionately to the Members owning Class A Units.

         Section 8.2 Tax  Allocations:  Code Section 704(c).  In accordance with
Code Section 704(c) and the  Regulations  thereunder,  income,  gain,  loss, and
deduction with respect to any property contributed to the capital of the Company
shall,  solely for tax  purposes,  be allocated  among the Members so as to take
account of any  variation  between the  adjusted  basis of such  property to the
Company for federal  income tax purposes and its initial Gross Asset Value.  Any
items  allocated  pursuant  to this  Section  8.2 shall  neither be charged  nor
credited to the Capital Accounts.

         In the event the Gross Asset Value of any  Company  asset is  adjusted,
subsequent  allocations of income, gain, loss and deduction with respect to such
asset shall take account of any  variation  between the  adjusted  basis of such
asset for  federal  income tax  purposes  and its Gross  Asset Value in the same
manner  as  under  Code  Section  704(c)  and the  Regulations  thereunder.  Any
elections or other decisions  relating to such allocations  shall be made by the
Managers in any manner that  reasonably  reflects  the purpose and  intention of
this Agreement.

                                       21

<PAGE>


     Section  8.3  Qualified  Income  Offset.   The  "qualified  income  offset"
provisions of Regulation Sect. 1.704-1(b)(2)(ii)(d) shall apply at all times and
in such a manner as to cause all allocations herein to have economic effect.

     Section 8.4 Cost Recovery and Depreciation.  Notwithstanding the provisions
of Section 8.3 above, if taxable income to be allocated pursuant to such section
includes gain to be treated by the Company as ordinary income for federal income
tax purposes because it is attributable to the recapture of  Depreciation,  such
ordinary  income shall be allocated to the Members in the same proportion as the
deductions for such Depreciation were allocated.

     Section 8.5  Allocations to Members with Varying  Interests.  If during any
taxable  year there is a change in any Member's  interest in the  Company,  each
member's  distributive  share of the  Company's tax items shall be determined by
(a)  allocating  such  tax  items  to the  appropriate  monthly  period  and (b)
allocating  the tax items  attributable  to each such  period to the  Members in
accordance with the provisions of this Article and according to their respective
interests in the Company as of the beginning of each such period.

     Section 8.6 Special Provisions. Notwithstanding the foregoing provisions in
this Article:

     (a) If any  Company  expenditure  treated as a deduction  on the  Company's
federal  income  tax  return is  disallowed  as a  deduction  and  treated  as a
distribution  pursuant  to Code  Section  731  (a),  there  shall  be a  special
allocation  of  gross  income  to  the  Member  deemed  to  have  received  such
distribution equal to the amount of such distribution;

     (b) If the Company is entitled to a deduction  for imputed  interest  under
any provision of the Code on any loan or advance from a Member,  such  deduction
shall be allocated solely to such Member; and

                                       22

<PAGE>



     (c) The Minimum Gain Chargeback  provisions of the  Regulations  under Code
Section 704 shall apply  beginning  in the first  taxable year of the Company in
which there are  nonrecourse  deductions or the Company makes a distribution  of
proceeds of a nonrecourse liability that are allocable to an increase in Company
minimum  gain  and  thereafter   throughout  the  Company  Term,  and  any  such
nonrecourse  deductions  shall  be  allocated  in a  manner  that is  reasonably
consistent with allocations that have substantial  economic effect of some other
significant  Company item  attributable to the property securing the nonrecourse
debt.

     Section 8.7 Fiscal  Year and Annual  Report.  The  Company  fiscal year end
shall be  December.  The  Company  books  shall be kept on an  accounting  basis
determined by the Managers and in accordance with usual and customary accounting
practices.  The Managers shall furnish within  seventy-five  (75) days after the
year end, an annual  report of operations  and statement of financial  condition
(including such information as is necessary for preparation of federal and state
income tax returns) to each Member  prepared by such public  accounting  firm or
otherwise or as the Managers may designate.

                                   ARTICLE IX.

     Section 9.1 Distributions.  The Members agree to cause the Managers to take
such action as may be necessary to proportionately  distribute from Net Cash the
annual ten percent (10%) return to the Members  owning Class B Units first,  and
then to Members  owning  Class C Units,  pursuant to Sections 8.1 (a) and (b) at
the end of each fiscal year of the Company.  To the extent Profits are less than
the profit  distribution  required  pursuant  to Sections  8.1(a) and (b),  such
entire  distribution  shall  nevertheless  be made  and the  difference  between
profits  for the  year  and the  amount  distributed  shall  be in the form of a
guaranteed payment by the Company, deductible by the Company for

                                       23

<PAGE>



federal income tax purposes and proportionately  charged against the interest of
the Member owning Class A Units.  Upon the  affirmative  vote of the Members,  a
portion or all of the Net Cash, as determined by said vote, shall be distributed
proportionately  to the  Members  based upon  their  Ownership  Interest  in the
Company,

     (a) first, only to the Members owning Class B Units until such Members have
been  distributed  the full  amount of the  initial  capital  contribution  with
respect to all Class B Units, with such  distributions  being as a withdrawal of
capital and cancellation of such Units; and

     (b) second,  only to the Members  owning  Class C Units until such  Members
have been distributed the full amount of the initial capital  contribution  with
respect to all Class C Units, with such  distributions  being as a withdrawal of
capital and cancellation of such Units.

         The  Members  agree they will cause the  Managers  and  Company to have
fully  distributed  and repaid the full amount of the initial  contributions  of
capital  for Class B and  Class C Units to  Members  owning  Class B and Class C
Units in cancellation thereof as follows:

     (a) with  respect to all Class B Units,  on or before the date  ending such
Class B Units; and

     (b) with  respect  to all Class C Units,  on or before the later of (1) the
date ending three (3) years following the date of the capital  contributions for
such  Class C  Units;  or (2) the  date  when  Net  Cash  is  available  and all
distributions  to Members owning Class B Units have been fully  distributed  and
repaid in cancellation of all Class B Units.

     Only after full  distributions  in return of capital to the Members  owning
all Class B and Class C Units pursuant hereto in complete  cancellation  thereof
may any distributions be made to Members

                                       24

<PAGE>



with  respect to Class A Units,  and then only upon an  affirmative  vote of the
Members.   Distributions  with  respect  to  Class  A  Units  shall  not  be  in
cancellation of Class A Units.

         Section 9.2 Security Interest.  To secure the obligations of Company to
perform the mandatory distributions with respect to the Class B Units above, the
Members  and Company  agree that the Company  hereby  grants,  bargains,  sells,
transfers,  and pledges to the undersigned  Members owning Class B Units a first
priority security interest in all of Company's right,  title and interest in, to
and under the membership  interests or tangible property  contributed to Company
by the Members and described on Exhibit A attached hereto.  The Members agree to
cause the Company or its  subsidiary  limited  liability  companies  to promptly
deliver such pledge and security  agreements,  UCC financing statements and such
other  documents as may be necessary  and  appropriate  to more fully  provide a
perfected security interest in the collateral described in Exhibit A, and in and
to any underlying assets of any entity described on Exhibit A.

                                    ARTICLE X

     Section  10.1  Restrictions  on  Transfer.  No Member  shall sell,  assign,
transfer,  pledge or encumber  any  interest in a Unit except (i) as provided in
this Section,  (ii) for blanket  pledges or encumbrances of all of a Member's or
its  affiliates'  assets or (iii)  with the prior  written  consent of the other
Member. Any Member (hereafter, the "Assignor") who receives an offer to purchase
all or any  portion  of such  Assignor's  Units in the  Company  from any Person
(hereafter,  the "Proposed  Assignee") and if such Assignor is willing to accept
such offer,  the Assignor may  transfer all or part of  Assignor's  Units to the
Proposed  Assignee  only after  providing  the  Company  and other  Members  the
following rights of first refusal:

                                       25

<PAGE>



     (a) The  Assignor  shall  notify  the  Company  and each other  Member,  in
writing, of the terms of the offer from the Proposed Assignee,  and the identity
of the Proposed Assignee.

     (b) The  Company  shall have the  option to  purchase  the Units  which the
Assignor  wishes to sell at a price  equal to the same  price and terms from the
Proposed  Assignee  as those  described  in the written  notice  provided by the
Assignor to the Company under the terms of (a) above. The Company shall exercise
its option by giving  written  notice to the Assignor of such  intention  within
thirty  (30)  days of the  receipt  of the  written  notification  given  by the
Assignor under the provisions of (a) above.

     (c) If the  Company  does not  exercise  its option to  purchase  the Units
proposed to be sold by the  Assignor  within the time  provided  for exercise of
such  option,  any other  Member  desiring to purchase  part or all of the Units
proposed to be sold by the Assignor  shall notify,  in writing,  the Assignor of
such intention within forty (40) days of the receipt of the written notification
required to be given by the Proposed Assignor under the provisions of (a) above,
at the same price at which the Company could have purchased such Units if it had
exercised its option under the provisions of (b) above.  If more than one Member
provides  notification of intention to exercise the option to purchase the Units
Assignor  proposes to sell, the Units Assignor  proposes to sell will be sold to
each such other Members  providing  notice of intent to exercise the purchase in
the  same  proportion  as that  other  Members'  number  of  Units  bears to the
aggregate number of Units of all Members giving notice of intent to exercise the
option to purchase.  The portion of the total  purchase price to be paid by each
such purchasing Member shall be determined in like fashion.

     (d) If neither the Company nor the other Members  exercise  options for the
purchase of all the Units,  which Assignor  proposes to sell,  Assignor shall be
entitled to sell the Units Assignor

                                       26

<PAGE>



has proposed to sell to the Proposed  Assignee at a price and upon terms no more
favorable  to Proposed  Assignee  than those  described  in the  written  notice
provided to the Company and other Members under the provisions of (a) above. The
sale of Assignor's  Units shall be subject to the following  limitations  unless
and until the Proposed Assignee becomes a Member:

               (1) such  assignment  entitles  the  assignee to receive,  to the
          extent  assigned,  only the  distributions to which the Assignor would
          have been entitled;

               (2) such  assignment does not entitle the assignee to participate
          in the  management and affairs of the Company or to become or exercise
          any rights of a Member;

               (3) the assignee has no liability as a Member solely by reason of
          the assignment;

               (4) the Assignor of an interest in the Company  continues to be a
          Member  and to have all the  rights of  Members,  until  the  assignee
          becomes a Member or unless the Assignor is earlier  removed.  A Member
          who  assigns  all of such  Member's  interest  in the  Company  may be
          removed as a Member by an  affirmative  vote of the Members other than
          the transferring Member. Whether or not the assignee becomes a Member,
          the Assignor is not released  from any liability the Assignor may have
          to the  Company  with  respect  to  promised  contributions  of money,
          property or services by the Assignor.

     Section 10.2  Substitute  Members.  An assignee or successor in interest of
any Member's  interest in the Company may become a  Substitute  Member only upon
the  affirmative  vote of the Members  other than the  Assignor or  transferring
Member.

                                       27

<PAGE>



     Section 10.3 Successors in Interest.

     (a)  If  any  Member  who  is a  natural  person  dies  or  is  adjudicated
incompetent or bankrupt (either voluntarily or involuntarily),  the successor in
interest of such Member shall not become a Substitute  Member except as provided
in Section 10.2 above.

     (b) If any Member which is not a natural person liquidates, dissolves or is
adjudicated a bankrupt (either  voluntarily or involuntarily),  the successor in
interest of such Member shall not become a Substitute  Member except as provided
in Section 10.2 above.

                                   ARTICLE XI

     Section 11.1  Liquidating  Events.  The Company shall dissolve and commence
winding  up and  liquidating  upon the  first  to occur of any of the  following
("Liquidating Event"):

     (a) December 31, 2047;

     (b) The sale of all or substantially all of the Property of the Company;

     (c) The happening of any other event that makes it unlawful,  impossible or
impractical to carry on the business of the Company; or

     (d)  The  death,   retirement,   resignation,   expulsion,   Bankruptcy  or
dissolution of any Member or the occurrence of any other event which  terminates
the continued membership of a Member in the Company,  unless the business of the
Company is  continued  by the  affirmative  vote of the  Members  other than the
terminated Member within ninety (90) days after the occurrence of such event;

     (e) Upon the  affirmative  vote of the Members to  liquidate or sell all or
substantially all of the Property of the Company.

                                       28

<PAGE>



     Section 11.2 Winding Up. Upon the  occurrence of a Liquidating  Event,  the
Company  shall  continue  solely for the purpose of winding up its affairs in an
orderly  manner,  liquidating  its  assets,  and  satisfying  the  claims of its
creditors  and  Members.  No Member  shall take any action that is  inconsistent
with,  or not necessary to or  appropriate  for, the winding up of the Company's
business and affairs. The Managers or such person elected by an affirmative vote
of  the  Members  shall  be  responsible  for  overseeing  the  winding  up  and
dissolution  of the  Company  and  shall  take  full  account  of the  Company's
liabilities  and  Property  and the  Company  Property  shall be  liquidated  as
promptly  as is  consistent  with  obtaining  the fair value  therefor,  and the
proceeds  therefrom,  to the extent  sufficient  therefor,  shall be applied and
distributed in the following order:

     (a) First,  to the  payment of all debts and  liabilities  of the  company,
including  expenses  arising from the  liquidation and the repayment of loans or
advances from the Members;

     (b) Second,  to the  establishment  of a reserve to meet any  contingencies
arising from the occurrence of the liquidation;

     (c) Third, to all the Members owning outstanding Class B Units in an amount
equal to the initial  contribution for such outstanding Class B Units,  together
with the amount of any undistributed annual return provided for in Article VIII.

     (d)  Fourth,  to all the  Members  owning  outstanding  Class C Units in an
amount equal to the initial  contribution  for such  outstanding  Class C Units,
together  with the amount of any  undistributed  annual  return  provided for in
Article VIII.

     (e) Fifth, to all the Members in amounts equal to the positive balances, if
any,  in  their  respective  Capital  Accounts  or,  if  the  proceeds  to be so
distributed  are less  than  the  total of such  positive  balances,  to all the
Members having positive  balances in their Capital Accounts  pro-rata based upon
the ratio of the  amount  of each such  Member's  positive  balance  to all such
positive balances.

                                      29

<PAGE>



     Section 11.3  Distributions in Kind. With respect to assets  distributed in
kind to the Members in liquidation or otherwise, (a) any unrealized appreciation
or  unrealized  depreciation  in the values of such assets shall be deemed to be
Profits and Losses realized by the Company  immediately prior to the liquidation
or other distribution  event, and (b) such Profits and Losses shall be allocated
to the Members in  accordance  with  ARTICLE  VIII  hereof,  and any Property so
distributed shall be treated as a distribution of an amount in cash equal to the
excess of such fair market value over the outstanding  principal balances of and
accrued  interest  on any debt by which  the  Property  is  encumbered.  For the
purposes  of  this  Section  11.3,  "unrealized   appreciation"  or  "unrealized
depreciation"  shall mean the  difference  between the fair market value of such
assets,  taking into account the fair market value of the  associated  financing
but subject to Code Section 7701 (g), and the Company's basis in such assets for
book  purposes.  This  Section  11.3 is merely  intended  to  provide a rule for
allocating  unrealized gains and losses upon  liquidation or other  distribution
event, and nothing contained in this Section 11.3 or elsewhere in this Agreement
is  intended  to treat or cause  such  distributions  to be treated as sales for
value.  If fair market value cannot be  determined  by the Members,  the Company
shall retain an  independent  appraiser to determine  the value of the assets in
dispute. The cost of such appraiser shall be borne by the Company.

     Section 11.4 No Right to Company Property. Except as specifically set forth
in this  Agreement,  no Member  shall be entitled to demand or receive  Property
other than cash in return  for his  Capital  Contribution  and,  to the  maximum
extent  permissible under applicable law, each Member hereby waives all right to
partition any real property that may be acquired by the Company.


                                       30
<PAGE>


                                   ARTICLE XII

     Section 12.1 Notices. Except as otherwise provided herein all notices under
this  Agreement  shall be in  writing  and shall be given to the  parties at the
addresses  provided by them to the  Manager and to the Company at its  principal
office or at such other address as any of the parties may  hereafter  specify in
the same manner.

     Section  12.2  Law  Governing.  This  Agreement  shall be  governed  by and
construed in accordance with the laws of the State of Arkansas.

     Section 12.3 Amendments.  Amendments to this Operating Agreement must be in
writing  and  approved by all the Members  owning  Class A Units.  Additionally,
without the consent of all the  Members,  no amendment  will be  effective  that
would (a) enlarge the obligations of any Member under the Operating Agreement or
modify the limited  liability of any Member  without the consent of such Member;
or (b) amend this Section 12.3.

     Section 12.4 Successors and Assigns. This Agreement,  and all the terms and
provisions  hereof,  shall be binding upon and shall inure to the benefit of the
Members  and their  respective  legal  representatives,  heirs,  successors  and
assigns.

     Section 12.5 Gender and Number.  Whenever required by the context,  as used
in this  Agreement,  the  singular  number  shall  include the  plural,  and the
masculine gender shall include the feminine or the neuter.

     Section 12.6  Severability.  This  Agreement is intended to be performed in
accordance  with,  and only to the extent  permitted  by, all  applicable  laws,
ordinances, rules and regulations of the jurisdictions in which the Company does
business. If any provision of this Agreement,  or the application thereof to any
person or circumstance  shall,  for any reason and to any extent,  be invalid or
unenforceable,  the  remainder of this  Agreement  and the  application  of such
provision to other persons or circumstances  shall not be affected thereby,  but
rather shall be enforced to the greatest extent permitted by law.


                                      31

<PAGE>


     Section 12.7 Integrated Agreement.  This Agreement,  the Services Agreement
contemplated  herein and the LLC  Preorganization  Agreement  dated of even date
herewith  constitutes the entire  understanding  and agreement among the parties
hereto with respect to the subject matter hereof.

     Section  12.8  Construction.  Every  covenant,  term and  provision of this
Agreement  shall be  construed  simply  according  to its fair  meaning  and not
strictly for or against any Person.

     Section  12.9  Headings.  Section  and  other  headings  contained  in this
Agreement  are for  reference  purposes  only and are not  intended to describe,
interpret,  define or limit the scope, extent or intent of this Agreement or any
provision hereof.

     Section 12.10 Incorporation by Reference. Every exhibit, schedule and other
appendix   attached  to  this   Agreement  and  referred  to  herein  is  hereby
incorporated in this Agreement by reference.

     Section 12.11 Additional Documents.  Each Member and each Manager agrees to
perform all further  acts and  execute,  acknowledge  and deliver any  documents
which may be  reasonable,  necessary,  appropriate or desirable to carry out the
provisions  of this  Agreement.  Section  12.12 Loans.  Any Member may, with the
approval of the Manager,  lend or advance  money to the  Company.  If any Member
shall make any loan or loans to the Company or advance money on its behalf,  the
amount of any such loan or advance shall not be treated as a contribution to the
capital of the Company but shall be a debt due from the  Company.  The amount of
any such loan or  advance  by a lending  Member  shall be  repayable  out of the
Company's  cash and shall bear  interest at the rate agreed  between the Company
and the lending Member. No Member shall be obligated to make any loan or advance
to the Company pursuant to this Agreement.


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     Section 12.13  Counterparts.  This Agreement may be executed in two or more
counterparts  each of  which  shall  be  deemed  an  original,  but all of which
together shall constitute one and the same instrument. It shall not be necessary
in making  proof of this  Agreement  to  produce  or  account  for more than one
counterpart.

     Section 12.14 Third Party  Beneficiaries.  This Agreement  shall not create
any rights for the benefit of any third party.

     Section 12.15 Proxies. Any Member may delegate by written proxy his ability
to vote on any matter hereunder.

     Section 12.16 No  Partnership  Intended for Non-tax  Purposes.  The Members
have formed the Company  under the Act, and  expressly  do not intend  hereby to
form a partnership  under either the Arkansas  Uniform  Partnership  Act nor the
Arkansas  Revised Limited  Partnership Act of 1991. The Members do not intend to
be partners one to another, or partners as to any third party.

     IN WITNESS  WHEREOF,  the Members have set their hands  effective as of the
date set forth above.

                                     Members:

                                     MB HOLDING CORPORATION

                                     By: 
                                     Title:


                                     IMAGINE INVESTMENTS, INC.

                                     By:
                                     Title:







                                       33

<PAGE>




                                    EXHIBIT A



                                                           Ownership
                                                           Interest in
    Members' Names                                         the Company
    and Addresses                 Contribution             @) $10 per Unit
    --------------           ------------                  ---------------

    IMAGINE                Cash in the amount of           49,000 Class A Units
    INVESTMENTS, INC.      $1,000,000 and a Promissory     151,000 Class B Units
                           Note in the amount of
                           $1,000,000 executed by
                           MB Software Corporation as
                           Maker and assigned to and
                           assumed by Oak Tree
                           Receivables, Inc., which is the
                           predecessor in interest to
                           Oak Tree Receivables, LLC


    MB HOLDING             Membership interests in the      51,000 Class A Units
    CORPORATION            following limited liability     149,000 Class C Units
                           companies in the agreed
                           fair market value amount of
                           $2,000,000: Intercoastal
                           Rehabilitation, LLC; N.F.P.M.,
                           LLC; Oak Tree Receivables,
                           LLC; and C.C.H.E., LLC




<PAGE>


                                    EXHIBIT B

                                    OFFICERS


         NAME                                        OFFICE
         ----                                        ------
         Scott A. Haire                              CEO, President
         Gilbert Valdez                              Vice President
         Tom Wilkins                                 Treasurer
         Lucy J. Singleton                           Secretary