OPERATING AGREEMENT

                                       OF

                                ASKTHEROBOT, LLC

     OPERATING  AGREEMENT of ASKTHEROBOT,  LLC, dated as of March 14, 2000 (this
"Agreement"),  by and  among  AskTheRobot,  LLC,  a New York  limited  liability
company  (the  "Company"),  Liberty  Group  Services,  LLC, a  Delaware  limited
liability  company  ("Liberty"),  and Michael  Vogel  ("MV") and Douglas  Capeci
("DC", and together with Liberty and MV (the "Members" and each individually,  a
"Member").

                      W I T N E S S E T H:

     WHEREAS, on July 9, 1999, Spidermaze.com, Inc. was formed as
a New York corporation ("Spidermaze"); and

     WHEREAS,  on January 11, 2000, the Company was formed as a New York limited
liability  company pursuant to the Limited Liability Company Law of the State of
New York; and

     WHEREAS,  pursuant  to the  merger  of  Spidermaze  and the  Company  which
occurred  on January  24,  2000,  all of the  assets,  rights,  obligations  and
liabilities of Spidermaze became the assets, rights, obligations and liabilities
of the Company; and

     WHEREAS,  as of the date hereof,  Liberty is subscribing  for the Preferred
Interests (as defined herein) pursuant to the Subscription Agreement dated as of
March ___, 2000 by and between the Company and Liberty; and

     WHEREAS,  the Company and the Members wish to enter into this  Agreement to
provide for, among other things,  the creation of the Preferred  Interests,  the
terms and  conditions  of the  operation  and  management of the Company and the
parties' relative rights, duties and obligations with respect to the Company and
each other; and

     WHEREAS,  on the date hereof each Member owns the  interests in the Company
as set forth on the Schedule of Members (as defined  herein)  attached hereto as
Exhibit A;

     NOW,  THEREFORE,  in  consideration  of the premises and the agreements and
obligations set forth herein and for other good and valuable consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  and intending to be
legally bound hereby, the Members and the Company hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      1.1  Definitions.  As used in this Agreement, the following
terms shall have the following meanings:

          "Acceptance  Notice"  shall  have the  meaning  set  forth in  Section
8.4(c).

          "Act" means the New York  Limited  Liability  Company  Law, as amended
from time to time,  except that,  for purposes of this  Agreement,  no provision
thereof  adopted after the date of this  Agreement that would only be applicable
to the Company  absent a provision in this  Agreement  to the  contrary  will be
applicable to the Company unless such  provision is approved by the  Supervisory
Board.

           "Adjusted Capital Account Deficit" means, with respect to any Member,
the deficit  balance,  if any, in such Member's Capital Account as of the end of
the relevant taxable year, after giving effect to the following adjustments:

           (i) Credit to such Capital  Account any amounts  which such Member is
deemed to be  obligated  to restore  pursuant to the  penultimate  sentences  in
Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

           (ii) Debit to such  Capital  Account the items  described in Sections
1.704-(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5)  and 1.704-1(b)(2)(ii)(d)(6) of
the Regulations.

The foregoing  definition  of Adjusted  Capital  Account  Deficit is intended to
comply with the provisions of Section 1.704-  1(b)(2)(ii)(d)  of the Regulations
and shall be interpreted consistently therewith.

           "Affiliate"  means,  with respect to any Person,  (i) any Person that
directly or indirectly  Controls,  is Controlled  by, or is under common Control
with, such Person,  (ii) any executive  officer (as such term is defined by Rule
501  promulgated  under the Securities  Act) or director (or  individual  with a
similar  capacity)  of such  Person,  or (iii)  when  used  with  respect  to an
individual, shall include the Family Group Members of such individual.

           "Annual Budget" means the budget and business plan for the Company in
respect of each Fiscal Year which shall include, without limitation, a cash flow
projection,   an  operating  budget,  a  capital   expenditures  budget  and  an
acquisition budget.

          "Business" shall have the meaning set forth in Sections 2.2.

           "Business Day" means any day (other than that which is not a Saturday
or Sunday)  on which  both  federally  and New York  State  chartered  banks are
generally open for business in New York, New York.

           "Capital  Account"  means,  with  respect to any Member,  the Capital
Account maintained for such Member in accordance with the following provisions:

           (i) To each Member's Capital Account there shall be credited (A) such
Member's  Capital  Contributions,  (B) such Member's  distributive  share of Net
Profits  and any  items in the  nature of  income  or gain  which are  specially
allocated pursuant to Section 10.7 or Section 10.8 hereof, and (C) the amount of
any  Company  liabilities  assumed  by such  Member or which are  secured by any
property  distributed to such Member.  The principal amount of a promissory note
which is not readily  traded on an  established  securities  market and which is
contributed  to the Company by the maker of the note (or a Member related to the
maker   of   the   note    within   the   meaning   of    Regulations    Section
1.704?1(b)(2)(ii)(c)) shall not be included in the Capital Account of any Member
until the Company makes a taxable  disposition  of the note or until (and to the
extent)  principal  payments  are  made  on the  note,  all in  accordance  with
Regulations Section 1.704?1(b)(2)(iv)(d)(2);

           (ii) To each Member's  Capital Account there shall be debited (A) the
amount of money and the Gross Asset Value of any  property  distributed  to such
Member  pursuant  to  any  provision  of  this  Agreement,   (B)  such  Member's
distributive  share of Net  Losses and any items in the  nature of  expenses  or
losses which are  specially  allocated  pursuant to Section 10.7 or Section 10.8
hereof,  and (C) the amount of any  liabilities  of such  Member  assumed by the
Company or which are secured by any property  contributed  by such Member to the
Company;

           (iii)  In  the  event  of  a  Transfer  of  Membership  Interests  in
accordance with the terms of this Agreement, the transferee shall succeed to the
Capital  Account of the transferor to the extent that it relates to the Transfer
of Membership Interests; and

           (iv) In  determining  the amount of any  liability  for  purposes  of
subparagraphs (i) and (ii) above, there shall be taken into account Code Section
752(c) and any other applicable provisions of the Code and Regulations.

           The foregoing  provisions and the other  provisions of this Agreement
relating to the  maintenance  of Capital  Accounts  are  intended to comply with
Regulations Section 1.704?1(b), and shall be interpreted and applied in a manner
consistent  with such  Regulations.  In the event that the Tax  Matters  Partner
shall  determine  that it is prudent  to modify the manner in which the  Capital
Accounts,  or any  debits or credits  thereto  (including,  without  limitation,
debits or credits  relating to  liabilities  which are secured by contributed or
distributed  property or which are assumed by the  Company or any  Members)  are
computed in order to comply with such  Regulations,  the Tax Matters Partner may
make such modification, provided that it is not likely to have a material effect
on the amounts  distributed  to any Person  pursuant to this  Agreement upon the
dissolution  of the  Company.  The Tax Matters  Partner  also shall (i) make any
adjustments  that are necessary or appropriate to maintain  equality between the
Capital  Accounts  of the  Members  and the amount of capital  reflected  on the
Company's  balance  sheet,  as computed for book  purposes,  in accordance  with
Regulations  Section   1.704-1(b)(2)(iv)(g),   and  (ii)  make  any  appropriate
modifications in the event that unanticipated  events might otherwise cause this
Agreement not to comply with Regulations Section 1.704-1(b).

           "Capital  Contribution"  means,  with  respect  to  any  Member,  the
aggregate  amount of money and the fair market value of any property (other than
money) contributed to the Company with respect to such Member's  Interest,  less
any return of a Member's  Capital  Contribution  pursuant to  Sections  10.1 and
10.3, provided,  that any shares of Common Stock contributed by Liberty shall be
valued at the greater of (i) $3.00 per share and (ii) the per share market value
of the  Common  Stock on the  Performance  Measurement  Date (as such  terms are
defined in the Subscription Agreement). In the case of a Member that acquires an
interest in the  Company by virtue of an  assignment  or transfer in  accordance
with the terms of this  Agreement,  "Capital  Contribution"  means  the  Capital
Contribution of such Member's predecessor in interest.

           "Capital   Transaction"   means  (i)  any   disposition   of  all  or
substantially all of the assets of the Company, including, without limitation, a
license of all or substantially all of the intellectual property of the Company;
(ii) a Conversion Event, including, without limitation, a Plan of Incorporation;
(iii) change in capital of the Company; or (iv) Sale of the Company.

          "Claimant" shall have the meaning set forth in Section 14.1.

          "Common Stock" means the common stock,  par value $.004 per share,  of
     LGHI.

          "Liberty  Appointees"  means  Barry Hawk and Dennis  Lane or any other
 individual  appointed to the Supervisory Board or  majority-in-interest  of the
 Liberty Members.

          "Liberty  Members" means Liberty or any other Person who  subsequently
becomes a Liberty Member pursuant to the terms of this Agreement.

           "Code" means the Internal  Revenue Code of 1986, as amended from time
to time, or any corresponding federal tax statute enacted after the date of this
Agreement. A reference to a specific section of the Code refers not only to such
specific  section  but also to any  corresponding  provision  of any federal tax
statute  enacted after the date of this Agreement,  as such specific  section or
corresponding  provision  is in  effect  on  the  date  of  application  of  the
provisions of this Agreement containing such reference.

           "Company Minimum Gain" means the amount determined in accordance with
the definition of "partnership  minimum gain" set forth in Regulations  Sections
1.704-2(b)(2) and 1.704-2(d).

           "Control"  (including  the terms  "controlled  by" and "under  common
control  with",  with respect to the  relationship  between or among two or more
Persons), means the possession,  directly or indirectly,  of the power to direct
or cause the direction of the affairs or management of a Person, whether through
the ownership of voting securities, by contract or otherwise, including, without
limitation,  the ownership,  directly,  or indirectly,  of securities having the
power to elect a majority of the board of directors  or similar  body  governing
the affairs of such Person.

           "Conversion Event" means the earlier to occur of (i) the consummation
of an IPO or (ii) a Sale of the Company, provided that such transaction is based
on a Company valuation of not less than $50,000,000 and provided further that if
the surviving entity is not publicly traded, the equity of the Company after the
consummation of the transaction shall not be less than $40,000,000.

           "Demand  Registration"  shall have the  meaning  set forth in Section
12.1.

           "Depreciation"  means,  for each taxable year, an amount equal to the
depreciation,  amortization,  or other cost recovery  deduction  allowable  with
respect to an asset for such taxable year,  except that if the Gross Asset Value
of an asset differs from its adjusted  basis for federal  income tax purposes at
the beginning of such taxable year,  Depreciation shall be an amount which bears
the same ratio to such  beginning  Gross Asset  Value as the federal  income tax
depreciation,  amortization,  or other cost recovery  deduction for such taxable
year bears to such beginning adjusted tax basis; provided,  however, that if the
adjusted  basis for federal  income tax purposes of an asset at the beginning of
such taxable year is zero,  Depreciation  shall be determined  with reference to
such  beginning  Gross Asset Value using any reasonable  method  selected by the
Supervisory Board.

           "Distributions"  means any and all amounts of the  Company's Net Cash
Flow  and Net  Proceeds  from a  Capital  Transaction  that  has  been  properly
distributed to the Members pursuant to Section 10.1 below.

           "Encumbrance" means any security,  interest,  pledge,  mortgage, lien
(including,   without   limitation,   environmental  and  tax  liens),   charge,
encumbrance,   adverse  claim,  option,  warrant,  preferential  arrangement  or
restrict of any kind,  including,  without limitation,  any restrict on the use,
voting,  transfer,  receipt of income or other  exercise  of any  attributes  of
ownership.

           "Excess Amount" shall have the meaning set forth in Section 8.4(c).

            "Family  Group  Members"   means  (i)  the  parents,   grandparents,
brothers,  sisters,  descendants  (whether natural or adopted) and spouse of the
specified  individual;  (ii) any spouse or descendant of any person specified in
clause  (i)  above;  (iii) any  trust  created  solely  for the  benefit  of any
individual  described  in clauses (i) through  (ii) above;  (iv) any executor or
administrator  for any of the individuals or their respective  estates described
in clauses (i) through  (ii) above;  (v) any  partnership  or limited  liability
company  consisting solely of individuals  described in clauses (i) through (iv)
above;  and (vi)  any tax  exempt  corporate  foundation  created  by any of the
Persons  described  in clauses  (i)  through  (v) above  exclusively  engaged in
charitable purposes.

           "Fiscal  Year" means (i) any twelve (12) month period  commencing  on
January 1 and ending on December 31, or (ii) any portion of the period described
in clause (ii) of this sentence of which the Company is required to allocate Net
Profits,  Net Losses, and other items of Company income, gain, loss or deduction
pursuant to this Agreement.

           "Founder  Appointee" means MV, DC and another nominee appointed by MV
and DC, or any other  individuals  appointed to the Supervisory  Board by MV and
DC.

           "GAAP"  shall  mean  United  States  generally  accepted   accounting
principles as in effect from time to time.

           "Gross  Asset  Value"  means with  respect to any asset,  the asset's
adjusted basis for federal income tax purposes, except as follows:

           (i) 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 Tax Matters  Partner;  provided  that the initial Gross Asset
Values of the assets  contributed  to the  Company  shall be as set forth in the
Schedule of Members;

          (ii) The Gross Asset Values of all Company assets shall be adjusted to
equal their  respective  gross fair market values  (taking Code Section  7701(g)
into account), as determined by the Supervisory Board as of the following times:
(A) 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; (B)
the  distribution by the Company to a Member of more than a de minimis amount of
Company  property as consideration  for an interest in the Company;  and (C) the
liquidation  of  the  Company   within  the  meaning  of   Regulations   Section
1.704-1(b)(2)(ii)(g),  provided that an adjustment  described in clauses (A) and
(B) of  this  subparagraph  shall  be  made  only  if the  Tax  Matters  Partner
reasonably  determines that such adjustment is necessary to reflect the relative
economic interests of the Members in the Company;

           (iii) The Gross Asset Value of any item of Company assets distributed
to any Member  shall be adjusted to equal the gross fair  market  value  (taking
Code Section  7701(g) into account) of such asset on the date of distribution as
determined by the Tax Matters Partner; and

           (iv) 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),  but only to the extent
that such  adjustments  are taken into account in determining  Capital  Accounts
pursuant to Regulations  Section  1.704?1(b)(2)(iv)(m)  and subparagraph (vi) of
the  definition  of Net  Profits  and Net  Losses  or  Section  10.7(g)  hereof;
provided,  however,  that Gross Asset Values  shall not be adjusted  pursuant to
this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph
(ii) is required in connection with a transaction that would otherwise result in
an adjustment pursuant to this subparagraph (iv).

      If the Gross  Asset  Value of an asset  has been  determined  or  adjusted
pursuant to subparagraph  (ii) or (iv), such Gross Asset Value shall  thereafter
be adjusted by the  Depreciation  taken into account with respect to such asset,
for purposes of computing Net Profits and Net Losses.

           "Incorporation Effective Time" means the time at which the Membership
Interests  are  exchanged  for,  converted  into or otherwise  transformed  into
capital stock of a corporation pursuant to a Plan of Incorporation.

           "Initial Capital Account Balance" means the amount  designated on the
Schedule of Members as the initial Capital Contribution of a Member.

           "IPO" means the initial  offering of the Company's  securities to the
public in a bona fide underwriting,  pursuant to a registration  statement under
the Securities Act which results in net proceeds to the Company of not less than
$10,000,000  and is based on a  pre-money  valuation  of the Company of not less
than $50,000,000.

           "Investor"  shall  mean  Peter J.  McLaughlin,  who has the  right to
purchase the Reserved  Interests  within ten (10) days from the date hereof.  In
the  event  such  interests  are not  purchased,  all  references  herein to the
Investor shall have no force or effect unless decided otherwise by the Members.

          "Junior Securities" shall have the meaning set forth in Section 9.1.

           "Lending Member" shall have the meaning set forth in Section 3.3.

           "LGHI"  means Liberty Group Holdings, Inc., a Delaware
corporation.

           "Management Agreement" means the Management Agreement dated as of the
date hereof by and between the Company and Liberty.

          "Manager" means MV or any other Person  subsequently  appointed as the
Manager in accordance with Section 4.1.

          "Member" means each of the parties hereto and any Person admitted as a
Member pursuant to the provisions of this Agreement,  in such Person's  capacity
as a member of the Company and "Members"  means two or more of such Persons when
acting in their capacities as members of the Company.

           "Membership   Interest"  or  "Interest"   means  a  Member's  limited
liability  company  interest in the Company which represents such Member's share
of  the  Net  Profits  and  Net  Losses  and  such  Member's  right  to  receive
distributions  of the Company's assets in accordance with the provisions of this
Agreement and the Act.

           "Member  Nonrecourse  Debt"  has the  meaning  set  forth in  Section
1.704-2(b)(4) of the Treasury Regulations.

          "Member  Nonrecourse Debt Minimum Gain" means an amount,  with respect
to each Member  Nonrecourse  Debt,  equal to the Company Minimum Gain that would
result if such Member Nonrecourse Debt were treated as a Nonrecourse  Liability,
determined in accordance with Section 1.704-2(i)(3) of the Treasury Regulations.

           "Member Nonrecourse Deductions" has the meaning set forth in Sections
1.704-2(i)(1) and 1.704-2(i)(2) of the Treasury Regulations.

           "Net Cash Flow" means all cash  receipts  of the  Company  (including
Capital  Contributions),  and the fair market value of any property  received in
connection  therewith,  in any fiscal year from whatever  source derived (except
the proceeds of a Capital Transaction),  plus any cash which the Manager decides
to, or is required to,  release from  Reserves,  less: (A) payment of all of the
Company's expenses  including,  without  limitation,  debt service,  if any, and
payment of all salaries,  bonuses,  perquisites  and other benefits to which the
Members,  the Manager,  the members of the  Supervisory  Board or employees  are
entitled, and payments due to Liberty pursuant to the Management Agreement,  and
(B) payment of  unincorporated  business taxes,  other than such taxes which are
allocable to a Capital Transaction, if any.

           "Net  Proceeds  from a Capital  Transaction"  means  the  gross  cash
proceeds,  and the fair market  value of any  property  received  in  connection
therewith,  of a Capital  Transaction,  less all  expenses  thereof,  including,
without  limitation,  attorneys' fees,  accountants' fees and other professional
fees,  brokers' fees,  all expenses of sale,  closing  costs,  appraisal  costs,
transfer taxes,  recording  fees,  charges and taxes,  including  unincorporated
business  taxes which are allocable to such Capital  Transaction,  all expenses,
the  payment  of which is  deferred  to be paid  out of such Net  Proceeds  of a
Capital Transaction and less any Reserves.

           "Net Profits" and "Net Losses" mean, for each taxable year, an amount
equal to the Company's taxable income or loss for such taxable year,  determined
in accordance  with Code Section 703(a) (for this purpose,  all items of income,
gain,  loss,  or  deduction  required to be stated  separately  pursuant to Code
Section  703(a)(1)  shall be  included  in  taxable  income or  loss),  with the
following adjustments (without duplication):

           (i) Any income of the Company that is exempt from federal  income tax
and not  otherwise  taken into  account in  computing  Net Profits or Net Losses
pursuant to this  definition of "Net Profits" and "Net Losses" shall be added to
such taxable income or loss;

           (ii)  Any  expenditures  of the  Company  described  in Code  Section
705(a)(2)(B) or treated as Code Section  705(a)(2)(B)  expenditures  pursuant to
Regulations Section  1.704?1(b)(2)(iv) (i), and not otherwise taken into account
in  computing  Net  Profits or Net Losses  pursuant to this  definition  of "Net
Profits" and "Net Losses" shall be subtracted from such taxable income or loss;

           (iii) In the event  the Gross  Asset  Value of any  Company  asset is
adjusted  pursuant to  subparagraphs  (ii) or (iii) of the  definition  of Gross
Asset Value,  the amount of such adjustment  shall be treated as an item of gain
(if the  adjustment  increases the Gross Asset Value of the asset) or an item of
loss (if the  adjustment  decreases the Gross Asset Value of the asset) from the
disposition  of such  asset and shall be taken  into  account  for  purposes  of
computing Net Profits or Net Losses;

           (iv) Gain or loss  resulting  from any  disposition  of property with
respect to which gain or loss is  recognized  for  federal  income tax  purposes
shall be computed by reference to the Gross Asset Value of the property disposed
of,  notwithstanding  that the adjusted tax basis of such property  differs from
its Gross Asset Value;

           (v) In  lieu  of  the  depreciation,  amortization,  and  other  cost
recovery deductions taken into account in computing such taxable income or loss,
there shall be taken into account  Depreciation for such taxable year,  computed
in accordance with the definition of Depreciation;

           (vi) To the extent that an  adjustment  to the  adjusted tax basis of
any Company  asset  pursuant to Code  Section  734(b) is  required,  pursuant to
Regulations  Section  1.704?(b)(2)(iv)(m)(4),   to  be  taken  into  account  in
determining  Capital  Accounts  as a  result  of a  distribution  other  than in
liquidation of a Member's interest in the Company, the amount of such adjustment
shall be treated as an item of gain (if the  adjustment  increases  the basis of
the asset) or loss (if the adjustment decreases such basis) from the disposition
of such asset and shall be taken into  account  for  purposes of  computing  Net
Profits or Net Losses; and

           (vii)  Notwithstanding  any other provision of this  definition,  any
items which are  specially  allocated  pursuant to Section  10.7 or Section 10.8
hereof shall not be taken into account in computing Net Profits or Net Losses.

      The  amounts  of the items of  Company  income,  gain,  loss or  deduction
available to be specially  allocated  pursuant to Sections  10.7 and 10.8 hereof
shall  be  determined  by  applying  rules  analogous  to  those  set  forth  in
subparagraphs (i) through (vi) above.

           "New Securities"  means any Membership  Interests or other securities
or other rights  convertible or exchangeable  into or exercisable for Membership
Interests;  provided,  however,  that "New  Securities"  does not  include:  (i)
securities  issued to management,  directors or employees of, or consultants to,
the Company  pursuant to or in connection with an option plan, an employee stock
option plan,  an employee  stock  purchase plan or other  employee  benefit plan
approved by the Supervisory  Board;  (iii)  securities  issued by the Company as
part of any public  offering  pursuant to an  effective  registration  statement
under the Securities  Act; (iv)  securities  issued in connection with any stock
split, stock dividend or recapitalization of the Company;  (v) securities issued
as  consideration  for, or in connection  with, any merger or acquisition of the
stock or  assets  of any  Person  acquired  by the  Company;  (vi) the  Reserved
Interests  reserved for the Investor;  or (vii) the securities and to be granted
to Liberty  pursuant to the Management  Agreement  dated the date hereof between
the Company and Liberty.

           "Nonrecourse  Deductions"  has  the  meaning  set  forth  in  Section
1.704-2(b)(1) of the Regulations.

           "Nonrecourse   Liability"  has  the  meaning  set  forth  in  Section
1.704-2(b)(3) of the Regulations.

          "Non-Selling  Members"  shall  have the  meaning  provided  in Section
     8.4(a).

           "Offered  Interest"  shall  have the  meaning  set  forth in  Section
8.4(a).

           "Percentage Interest" means the number,  expressed as a percentage of
one hundred percent,  derived by dividing the Membership  Interest of any Member
as shown on the Schedule of Members,  as such Schedule of Members may be amended
from time to time, by the total amount of Membership Interests then issued.

           "Permitted  Transferee"  means (i) with respect to any Member that is
not an individual,  any Affiliate thereof,  including,  without limitation,  any
limited or general  partner  thereof,  (ii) with  respect to a Member that is an
individual,  any Family  Group  Member,  (iii) with  respect to such  individual
Member,  a corporation  or other entity all of the share capital or other equity
interests are owned by such individual Member and/or any Family Group Member and
(iv) with respect to an individual Member, a Person to whom Membership Interests
have been transferred by operation of law, by will or by the laws of descent.

           "Person"  means  any  individual,   partnership,  firm,  corporation,
limited  liability   company,   association,   trust,   estate,   unincorporated
organization  or other  entity,  as well as any syndicate or group that would be
deemed to be a person under Section  13(d)(3) of the Securities  Exchange Act of
1934, as amended.

           "Piggyback  Registration" shall have the meaning set forth in Section
12.2.

           "Plan of  Incorporation"  shall have the meaning set forth in Section
11.1(a).

           "Preferred Interests" means the Membership Interest issued to Liberty
and if so  purchased,  the  Investor,  containing  the rights,  preferences  and
designations contained in this Agreement.

           "Preferred Interest  Preference" shall be equal to the sum of (i) the
amount of the Capital Contributions received by the Company from Liberty and the
Investor, if he purchases the Reserved Interests, with respect to such Preferred
Interests and (ii) the Preferred Rate  calculated  through the date in question,
whether or not then payable.

           "Preferred  Rate" means the  respective  Capital  Account  Balance of
Liberty and the Investor, if he purchased the Reserved  Interests,plus  interest
at an annual rate of 6%, compounded annually, commencing on the date the Capital
Contribution is made by Liberty and the Investor, as the case may be.

           "Registrable Securities" means the Preferred Interests and the shares
of preferred stock representing the Preferred  Interests after the Incorporation
Effective Time.

            "Regulations" means the income tax regulations promulgated from time
to time by the U.S. Department of the Treasury.

           "Regulatory  Allocations" shall have the meaning set forth in Section
10.8.

           "Related Party" shall have the meaning set forth in Section 14.1.

          "Remaining Members" shall have the meaning set forth in Section 8.5.

           "Reserved Interests" shall have the meaning set forth in Section 3.2.

           "Reserves"  means any amount of reserves as the Manager  shall decide
in his sole discretion to establish for future expenses of operating the Company
or any  contingent  or  unforeseen  liabilities  or  obligations  in  connection
therewith.

           "Sale Notice" shall have the meaning set forth in Section 8.6.

           "Sale of the Company"  means the occurrence of any of: (i) any merger
or  consolidation  involving  the  Company if the equity  owners of the  Company
immediately  before  such  merger  or  consolidation  do not  own,  directly  or
indirectly,  immediately following such merger or consolidation, more than fifty
percent (50%) of the combined voting power of the outstanding  voting securities
of the entity resulting from such merger or  consolidation in substantially  the
same proportion as their pre- merger or  pre-consolidation  ownership;  (ii) any
sale, lease, license, exchange or other transfer (in one transaction or a series
of related  transactions) of all, or  substantially  all, of the business and/or
assets of the Company, including, without limitation, the exclusive licensing of
substantially all of the Company's intellectual  property;  (iii) any Person who
was not, as of the date hereof,  a "controlling  person" (as defined in Rule 405
under the Securities  Act) of the Company shall become the  beneficial  owner of
over 50% of the combined voting power of the Company's then  outstanding  voting
securities  entitled to vote generally;  or (iv) the execution by the Company of
an agreement to which the Company is a party or by which it is bound,  providing
for any of the events set forth above in (i), (ii) or (iii).

           "Schedule of Members" means the schedule to this  Agreement  attached
hereto as Exhibit A, as it may be  amended  from time to time by the  Manager in
accordance with the terms of this Agreement,  setting forth the name and mailing
address of each Member,  the class of  Membership  Interest held by each Member,
the  initial  Capital  Contribution  of each  Member,  the agreed  value of each
Members' Capital  Contribution,  the amount of additional Capital  Contributions
made by each Member and the Percentage Interest of each Member.

           "Securities Act" means the Securities Act of 1933, as amended.

           "Selling Member" shall have the meaning set forth in Section 8.4(a).

           "Shelf  Registration"  shall  have the  meaning  set forth in Section
12.3.

            "Subscription  Agreement" means the Subscription Agreement dated the
date hereof by and between the Company and Liberty.

           "Substitute  Member" means a Person who is admitted to the Company as
a Member pursuant to the terms of this  Agreement,  and who is named as a Member
on the Schedule of Members.

           "Super  Majority-in-Interest"  means the  holders of more than eighty
percent (80%) of the specified Membership Interests.

           "Supervisory  Board"  means  the  supervisory  board  of the  Company
established and governed pursuant to the terms of this Agreement.

           "Tag-Along  Notice"  shall  having the  meaning  set forth in Section
8.5(b).

          "Tax  Attributes"  means with respect to each  contributed  asset, the
following  items: (1) federal income tax basis as of the date contributed to the
Company; (2) date placed in service by the Member; (3) accumulated  depreciation
allowable through the day immediately  preceding the date of contribution to the
Company;  (4) the method of  depreciation  used for federal income tax purposes;
and (5) the depreciable life used for federal income tax purposes.

           "Tax  Matters  Partner"  shall have the  meaning set forth in Section
7.5(a).

           "Total Advance" shall have the meaning set forth in Section 3.3.

           "Transfer" shall have the meaning set forth in Section 8.1.

           "Transfer Notice" shall have the meaning set forth in Section 8.4(a).

           "Transfer Offer" shall have the meaning set forth in Section 8.4(b).

           "Treasury  Secretary"  shall  have the  meaning  set forth in Section
7.5(a).

           "Violations" shall have the meaning set forth in Section 12.6.

      1.2 Headings; Pronouns. The headings and subheadings in this Agreement are
included for convenience and  identification  only and are in no way intended to
describe,  interpret,  define  or limit  the  scope,  extent  or  intent of this
Agreement or any provision hereof. Words and phrases used herein in the singular
shall be deemed to include  the plural and vice  versa,  and nouns and  pronouns
used in any  particular  gender  shall be deemed to  include  any other  gender,
unless the context requires otherwise.

                                   ARTICLE II

                                    FORMATION

     2.1.  Formation;  Name;  Office. The Company was organized and formed under
and  pursuant to the Act, by the filing of  articles  of  organization  with the
Secretary of State of the State of New York on January 20, 2000. The name of the
Company is "ASKTHEROBOT,  LLC" or such other name as the Supervisory Board shall
determine.  The primary  business  office of the Company  shall be located at 29
East 31st Street,  New York,  New York,  or at such other place or places as the
Supervisory Board may from time to time designate.

      2.2. Purposes.  The purposes for which the Company has been
formed are:

          (a)  To provide on-line personnel services;

           (b) To  negotiate,  execute  and enter into and  perform  any and all
contracts and agreements  necessary for, or otherwise related to, the foregoing,
including, without limitation, the operation or management of the Company or the
ownership, operation or management of any asset owned by the Company;

           (d) To accomplish  any lawful  business  whatsoever or which shall at
any time appear conducive to, or expedient for, the protection or benefit of the
Company or its assets;

           (e)  To engage in any lawful act or activity for which
limited liability companies may be formed under the Act; and

           (f)  To engage in all activities necessary, customary,
convenient or incident to any of the foregoing.

      2.3.  Duration.   The  term  of existence  of  the  Company
commenced  on  the  date  of  the  filing  of  its  articles   of
organization  and  shall  be perpetual,  unless  the  Company  is
earlier  dissolved in accordance with either the  terms  of  this
Agreement or the Act.

      2.4.  Designated  Agent.  The  designated  agent of the Company  upon whom
process  against  the  Company  may be served is set  forth in the  articles  of
organization of the Company or any amendment  thereof.  The designated agent may
be changed from time to time by the Manager in  accordance  with the Act. If the
Company's  designated  agent shall ever resign,  then the Manager shall promptly
appoint a successor.

      2.5 Title to Company Property. All property of the Company,  whether real,
personal or mixed,  tangible or  intangible,  shall be deemed to be owned by the
Company  as an  entity,  and no  Member  individually,  shall  have  any  direct
ownership in such property.

                                   ARTICLE III

                              CAPITAL CONTRIBUTIONS

     3.1. Capital Contributions.

           (a) Each  Member has  contributed  to the  capital of the Company the
amount and type of property (if other than cash) set forth opposite the Member's
name on the Schedule of Members.  The agreed value of the Capital  Contributions
made or  deemed  to have  been  made by each  Member  shall be set  forth on the
Schedule of Members.

          (b) In consideration for the Capital  Contribution made by each of the
Members to the Company as  indicated  on the  Schedule  of Members,  the Company
shall issue to each of the Members an Interest in the Company as  described  and
provided for in Section 3.2 below.

       3.2. Membership  Interests and Percentage  Interest.  Effective as of the
date  hereof,  the  Membership  Interest of each Member in the Company and their
respective  Percentage Interest in the total capital of the Company, as the same
may be adjusted from time to time  pursuant to the terms and  conditions of this
Agreement or in order to reflect changes in the Capital Accounts of the Members,
is as follows:

          Member     Class     Membership Interest and Percentage
     Interest
          Liberty   Preferred Interest  51%
          Investor  Preferred Interest  8.335%
          MV        Common Interest     15.6675%
          DC   Option   Pool  Common  Interest  Common   Interest
     15.6675%9.33%
          TOTAL     100.00%

           The  foregoing  is based  on the  Capital  Contributions  made by the
Members on the date hereof, and all the parties hereby agree that any additional
Capital  Contributions  made by Liberty pursuant to the  Subscription  Agreement
after the date hereof shall not increase the Membership Interest of Liberty.

           The  8.335%  indicated  above  (the  "Reserved   Interests")  is  the
percentage interest reserved for the Investor, who has the right to purchase all
or any portion of the Reserved  Interest at a capital  contribution  of $500,000
(for the full amount of the Reserved Interests) within thirty (30) days from the
date hereof. In the event such interest is not purchased, the Reserved Interests
shall be returned to MV and DC pro ratably.

           The Membership Interest and the Percentage Interest of each Member is
subject  to  adjustment  in  accordance  with the terms and  provisions  of this
Agreement.  To the extent that any such adjustment is required  pursuant to this
Agreement, the parties hereto acknowledge and agree that the Schedule of Members
and the above table contained in this Section 3.2 shall  automatically be deemed
amended and restated to reflect the correct  Membership  Interest and Percentage
Interest of each Member without further action by any of the parties hereto.

      3.3.  Advances.  No Member shall advance any funds to the Company  without
the prior approval of the  Supervisory  Board and compliance with the provisions
of this Section 3.3. If any Member (in such capacity,  a "Lending Member") shall
agree to advance any funds (the "Total Advance") to the Company in excess of its
Capital  Contributions,  the amount of any such Total Advance or portion thereof
shall neither increase its Capital Account nor entitle it to any increase in its
share of the  distributions  of the Company.  In  addition,  if any such Lending
Member  agrees to  advance  the Total  Advance  of the  Company,  then the other
Members shall each have the right, but not the obligation,  to advance their pro
rata portion  (based on  Percentage  Interests) of any such Total Advance to the
Company on the same terms and conditions as the Lending  Member,  and the amount
of the Total  Advance of the Lending  Member shall be reduced by the amount that
the other Members  advance to the Company.  The amount of any such advance shall
be a debt  obligation to the Company to such Member and shall be subject to such
terms and  conditions as may be  acceptable to the Company and such Member.  Any
such advances shall be payable and collectible  only out of Company assets,  and
the other Members  shall not be personally  obligated to repay any part thereof.
No Person who makes any  nonrecourse  loan to the Company shall have or acquire,
as a result of making such loan, any direct or indirect interest in the profits,
capital or property of the  Company,  other than as a creditor.  No Member shall
have any obligation whosoever to advance any funds to the Company.

     3.4. Preemptive Rights.

          (a) If the Supervisory Board seeks to raise additional capital for the
Company by issuing New  Securities or by  authorizing  the Company to enter into
any contract,  commitment,  agreement,  understanding or arrangement of any kind
relating to the  issuance  or sale of New  Securities,  the Company  shall first
offer  to sell  the New  Securities  to  Liberty  and the  Investor  pro rata in
accordance  with their  Percentage  Interests  at the same price and on the same
terms  proposed  to be issued or sold by the Company so that each of Liberty and
the Investor would, after the issuance or sale of all such New Securities,  hold
the same Percentage Interest as it had immediately prior to the issuance or sale
of the New  Securities.  Each of Liberty and the  Investor  shall be required to
deposit with the Company the additional  capital  contribution  required by such
notice by the date  specified  therein,  which shall be not earlier than 45 days
following  the date of such notice.  If either  Liberty or the Investor does not
exercise its entire right to purchase  such  additional  New  Securities  or any
portion  thereof,  the Company  shall notify the party  exercising  their rights
herein that they shall have the  opportunity  to purchase  such  additional  New
Securities  not purchased to the full extent of the amount of the additional New
Securities proposed to be sold.

           (b) If Liberty and the  Investor  fail to exercise in full such right
within the time  specified in the Company's  notice to such Members  pursuant to
this  Section  3.4, the Company  shall have 90 days  thereafter  to sell the New
Securities  in respect of which  Liberty's  and the  Investor's  rights were not
exercised, at a price and upon general terms and conditions no more favorable to
the purchasers thereof than specified in the Company's notice to Liberty and the
Investor.  If the  Company  has not sold all the New  Securities  within such 90
days, the Company shall not thereafter issue or sell any New Securities  without
first  offering  such  securities  to  Liberty  and the  Investor  in the manner
provided above.

           (c) Any sale of New Securities  pursuant to this Section 3.4 shall be
made on such terms and  conditions as are determined by the  Supervisory  Board,
which terms and  conditions  may include,  among other  things,  a  preferential
return on such investment,  superior  dividend,  voting and liquidation  rights,
and/or a pro rata reduction in the Members'  Percentage  Interest based on their
Percentage Interest immediately prior to the issuance to reflect the issuance of
additional Membership Interests.

          (d) If the Company desires to raise additional  capital and receives a
term sheet or other similar type of letter or arrangement from a potential third
party investor,  the holders of the Preferred Interests,  in proportion to their
respective  interests  thereof,  shall  have the  right  to make the  investment
contemplated  therein  upon  notice to the Company  within  twenty (20) days' of
receipt  of such  arrangement  delivered  to  Liberty  and the  Investor  by the
Company.

     3.5. Withdrawal of Capital; Source of Distribution.

           (a) Unless the consent of the Supervisory  Board and the holders of a
Super Majority-in-Interests of the holders of the Preferred Interest, shall have
been obtained,  and except as otherwise  provided in this  Agreement,  no Member
shall have the right to withdraw any part of such Member's Capital Contributions
prior  to the  liquidation  and  termination  of the  Company  pursuant  to this
Agreement.   Except  as  otherwise  provided  in  this  Agreement,  any  Capital
Contributions  which are  permitted  to be  withdrawn  from the  Company  by the
Members shall be done so on a pro rata basis, provided, however, that the shares
of Common  Stock shall not be  distributed  but all said shares are subject to a
Lock-Up Agreement between the Company and LGHI.

           (b) No Member,  member of the Supervisory Board, the Manager or other
Related  Party  shall  be  personally  liable  for  the  return  of the  Capital
Contributions of any other Member,  or any portion  thereof,  it being expressly
understood that any such return shall be made solely from the Company's assets.

                                   ARTICLE IV

               THE MANAGER; THE SUPERVISORY BOARD

      4.1 The Manager.  Subject to the terms and  provisions of this  Agreement,
including,  without  limitation,  Sections  4.3 and 4.4,  any and all  decisions
concerning the business and affairs of the Company shall be made by the Manager.
The Members hereby unanimously  appoint MV as the Manager.  Unless MV is removed
or resigns in  accordance  with the terms of this  Agreement,  the Manager shall
hold office until a successor shall have been appointed.  The resignation of the
Manager  shall  not  affect  the  Manager's  rights  as a Member  and  shall not
constitute  his  withdrawal  as a Member.  The Manager  may be removed  upon the
consent  of  a  majority-in-interest   of  the  Members  holding  the  Preferred
Interests.  Any vacancy  occurring for any reason in the position of the Manager
may be filed upon the consent of a  majority-in-interest  of the Members holding
the Preferred Interests.

     4.2. Supervisory Board.

           (a) The Company has  established a Supervisory  Board,  consisting of
six (6)  individuals:  (i) one appointee  nominated by the Investor in the event
the Reserved Interests are purchased, (ii) two (2) Liberty Appointees, and (iii)
three (3)  Founder  Appointees.  Each of the  Investor  Appointee,  the  Liberty
Appointees  and the  Founder  Appointees  shall  serve  at the  pleasure  of the
appointing Member and may be removed from the Supervisory Board at any time only
by such appointing Member. If for any reason any member of the Supervisory Board
who is previously  appointed by a Member ceases to hold office,  that nominating
Member (e.g.,  either the Investor,  in the case of the Investor  Appointee,  or
Liberty,  in the case of any Liberty Appointee or MV, in the case of any Founder
Appointee)  shall promptly appoint an individual to fill the vacancy so created.
The Liberty  Appointee  shall be a member of any  committee  of the  Supervisory
Board  and a  director  of any  subsidiaries  or  companies  established  by the
Company.  Each member of the  Supervisory  Board who is not either an officer or
employee of the Company shall (i) be entitled to reasonable direct out-of-pocket
expenses  approved by advance by the Manager in  connection  with  services as a
member of the  Supervisory  Board and (ii) be entitled to options as approved by
the Supervisory  Board. In the event the Reserved Interests are not purchased by
the Investor,  the members of the Supervisory  Board shall determine the filling
of the vacancy on the Supervisory Board.

          (b) Meetings of the Supervisory  Board shall be held no less than four
(4) times per Fiscal Year of the  Company,  or more or less times as the members
of the  Supervisory  Board  otherwise  determine.  Meetings may be called by the
Manager,  any Liberty  Appointee,  the Investor Appointee or at least two of the
Founder  Appointees,  upon not less than one Business Days' notice  delivered by
the  individual or group calling such meeting to each member of the  Supervisory
Board at their last known address indicated on the records of the Company.  Such
notice shall contain the agenda items of the meeting.  Requirements for a quorum
for the  transaction  of any  business at any meeting of the  Supervisory  Board
shall be, unless  otherwise  provided for in this  Agreement,  a majority of the
entire six (6) member  Supervisory  Board, in person or by proxy,  provided that
the Liberty  Appointees are present.  Any action may be taken without a meeting,
without prior notice, and without a vote, if consents in writing,  setting forth
the action so taken,  are signed by a majority of the members of the Supervisory
Board,  provided that the Liberty Appointees execute the consent.  Every written
consent  shall bear the date and  signature  of each  member of the  Supervisory
Board who signs the consent. Any meeting of the Supervisory Board may be held by
telephone  conference  call or similar  communications  equipment as long as the
applicable quorum requirements are met.

       4.3.  Super-Majority  Rights of the  Supervisory  Board.  Notwithstanding
anything contained in this Agreement to the contrary,  the Company,  the Manager
and the  Supervisory  Board shall not, and no officer,  employee or agent of the
Company shall have authority,  in the name or on behalf of the Company,  to take
any of the following actions, directly or indirectly, without the prior approval
of at least five (5) of the six (6) members of the Supervisory Board:

           (a)   incur  any indebtedness or issue  or  grant  New
Securities;

           (b) enter into any material  transaction  between the Company and its
Members,  their  respective  Family Group  Members,  or its or their  respective
Affiliates  including,  without  limitation,  hiring said  Persons as  employees
and/or  consultants of the Company,  increasing  their  compensation or entering
into any material transaction out of the ordinary course of business, other than
the Management Agreement;

           (c)  change or enter into any business other than  the
Business or change the purpose of the Business;

           (d) adopt or amend the Annual  Budget,  provided,  however,  that the
Annual Budget must be approved by the Liberty Appointees, with a 25% variance on
each line item;

           (e) the hiring and firing of key employees and executive  officers of
the Company and the  compensation  and benefit  arrangements  payable to any key
employee or executive officer of the Company;

           (f) any sale,  exchange,  lease or other  disposition  (whether  in a
single  transaction  or by a series of related  transactions)  other than in the
ordinary course of business of a material portion of the Company's  intellectual
property, including, without limitation, its technology;

           (g)  the use of Capital Contributions received by  the
Company;

           (h)   commence or settle any litigation or  threatened
litigation; and

           (i) any voluntary  liquidation  or  dissolution  of the Company,  the
filing of a voluntary  petition of the Company  under Chapter 7 or Chapter 11 of
the  United  States  Bankruptcy  Code  or a  determination  to  not  contest  an
involuntary petition of bankruptcy or otherwise institute insolvency proceedings
or otherwise seek any relief under laws relating to the relief from debts or the
protections  of  debtors  generally;  seek or consent  to the  appointment  of a
receiver, liquidator, assignee, trustee, sequestrator,  custodian or any similar
official  for the  Company  or all or any  portion of its  properties;  make any
assignment  for the  benefit of the  Company's  creditors;  take any action that
would cause the Company to become insolvent (as defined by the Bankruptcy Code);
or take any action which consents to a case in a bankruptcy or other  insolvency
proceedings against the Company or waives or releases any right or claims of the
Company in any such case or proceeding.

      4.4.  Actions  Requiring   Approval  of  Super   Majority-in-   Interests.
Notwithstanding  anything  contained  in this  Agreement  to the  contrary,  the
Company,  the  Manager  and the  Supervisory  Board  shall not,  and no officer,
employee or agent of the Company shall have authority,  in the name or on behalf
of the Company,  to take any of the following  actions,  directly or indirectly,
without the prior approval of the holders of a Super  Majority-in-  Interests of
the Members:

            (a)    amend   or  modify  the  rights,  preferences,
designations and privileges of any of the outstanding  Membership
Interests;

          (b)  amend the articles of organization of formation of
the  Company  or this Agreement, except as otherwise specifically
provided herein;

           (c)   redeem  or  repurchase any Membership  Interest,
other than pursuant to this Agreement;

          (d)  a  Sale of the Company;

          (d)  increase the number of members of the Supervisory Board
               above six (6);

           (f)   declare or pay any divided or other distribution
of cash, Membership Interests or other assets of the Company;

          (g)  appoint and retain any accounting firm; and

          (h)  the appointment of the managing underwriter of any
registration of securities of the Company.

                                    ARTICLE V

                              DUTIES OF THE MEMBERS

       5.1.  Confidentiality.  Each Member hereby severally covenants and agrees
that such Member  shall retain in strict  confidence,  and shall not use for any
purpose  whatsoever,  or  divulge,  disseminate  or  disclose to any third party
(other than in furtherance of the business  purposes of the Company or as may be
required by law) all  proprietary or  confidential  information  relating to the
Company's  business,  including,  without  limitation,   financial  information,
development plans, pricing information, business methods, management information
systems and software,  customer lists, supplier lists, leads,  solicitations and
contacts,   know-how,   show-how,    inventions,    techniques,    improvements,
specifications,  trade secrets, agreements,  research and development,  business
plans and  marketing  plans of the Company,  whether or not any of the foregoing
are  copyrightable  or  patentable.  The  provisions  of this  Section 5.1 shall
survive and continue to bind the Members  notwithstanding  any Member ceasing to
be a Member.

      5.2. Proprietary Rights. Each Member hereby severally covenants and agrees
that  such  Member  shall,  for  so  long  as it is a  Member  of  the  Company,
communicate  and  make  known  to the  Company  all  knowledge  and  information
possessed  by such  Member  relating  to any  methods,  developments,  know how,
inventions,  techniques or  improvements  which concern in any way the Company's
business  (or the  industry  of  which it is a part);  provided,  however,  that
nothing  herein  shall be construed as  requiring  any  communication  where the
information is lawfully  protected from disclosure as the proprietary right of a
third party or by any other legal bar to such  communication.  Any  developments
relating to the Company's business,  in which any party hereto has participated,
shall  be  considered  works-for-hire  for the  Company,  which  shall  have the
exclusive  rights  thereto;  and each party hereto shall sign and deliver to the
Company,  and shall cause any instruments  necessary to effect the assignment of
such rights to the Company.

       5.3.  Rights and  Remedies  Upon Breach of  Restrictive  Covenants.  If a
Member  breaches,  or threatens to commit a breach of, any of the  provisions of
this Article V, then the Company and the other  Members shall have the following
rights and remedies,  each of which rights and remedies  shall be independent of
the other and severally enforceable,  and all of which rights and remedies shall
be in addition  to and not in lieu of, any other  rights and  remedies  that are
available at law or in equity:

           (a) The  right  and  remedy to have the  covenants  contained  herein
specifically  enforced  by  any  court  having  equity  jurisdiction,  it  being
acknowledged  and agreed  that any such breach or  threatened  breach will cause
irreparable  injury to the Company and the non-breaching  Members and that money
damages  will  not  provide  an  adequate  remedy  to the  Company  and the non-
breaching Members; and/or

          (b) The  right and  remedy  to  declare  a  material  default  of this
Agreement by the breaching  Member and to recover damages therefor in accordance
with applicable law and/or the provisions of this Agreement.

           If any court determines that any of the covenants  contained  herein,
or any part  thereof,  is  unenforceable  because of, among other  reasons,  the
duration of such provision or the restrictive area covered  thereby,  such court
shall  have  the  power to  reduce  the  duration  or  restrictive  area of such
provision and, in its reduced form,  such provision will then be enforceable and
shall be enforced.

       5.4. Employment Agreements.  Notwithstanding anything contained herein to
the contrary, if any Member shall be a party to an Employment Agreement with the
Company,  to the  extent  that  the  terms  and  conditions  of said  Employment
Agreement  conflict with or limit the provisions  hereof,  the provisions of the
Employment  Agreement shall govern the obligations of such Member  regardless of
the provisions of this Article V.

      5.5. Certain Representations and Warranties of the Members.
Each  Member  hereby  severally represents and  warrants  to  the
Company and each other Member as follows:

           (a) Each  Member  which is  either a  corporate  entity  or a limited
liability  company  represents and warrants that it is duly  organized,  validly
existing  and in good  standing  under the laws of the  state of its  respective
jurisdiction.  Each Member has all  necessary  power and authority to enter into
this  Agreement,  to carry out its  obligations  hereunder and to consummate the
transactions  contemplated  hereby. The execution and delivery of this Agreement
by each Member, the performance by each Member of its obligations  hereunder and
the consummation by each Member of the  transactions  contemplated  hereby:  (i)
have been duly  authorized by all  necessary  action on the part of each Member,
and no other  proceedings  on the part of such Member are necessary to authorize
this Agreement or to consummate the transactions  contemplated  hereby, and (ii)
do not  contravene  or  otherwise  conflict  with  any  agreement,  document  or
instrument  to which such Member is a party or  pursuant to which such  Member's
assets are subject.  This Agreement has been duly executed and delivered by each
Member and,  assuming  due  authorization,  execution  and delivery by the other
parties hereto, this Agreement constitutes a legal, valid and binding obligation
of each Member enforceable against it in accordance with its terms.

           (b) Each Member represents and warrants that such Member has acquired
such Member's Membership Interest for such Member's own account,  for investment
and not with a view to the distribution or resale thereof and understands  that:
(i)  such  Member's  Membership  Interest  has not  been  registered  under  the
Securities  Act, or any  applicable  securities  or Blue Sky law of any state or
other jurisdiction;  and (ii) a Transfer may not be made unless the transferring
Member's Membership Interest is registered under such laws or any exemption from
such  registration  is available,  and such Member  complies with the applicable
provisions of this Agreement.

                           ARTICLE VI
            MEETINGS AND VOTING OF MEMBERS; OFFICERS

     6.1. Meetings of the Members.

           (a)  Meetings  of the  Members  may be  called  at  any  time  by the
Supervisory  Board,  the Manager or by a  majority-in-  interest of the Members.
Upon  receipt of a written  request that a meeting is to be held and stating the
purposes of the meeting,  the Manager shall  provide all of the Members,  within
two (2) days after receipt of said  request,  with notice of the meeting and the
purposes of such  meeting.  No meeting  shall be held less than two (2) nor more
than thirty (30) days after notice thereof;  provided,  however, that any Member
may, with respect to himself or itself, waive the notice requirements herein set
forth.

           (b) All meetings of the Members shall be held at the principal  place
of business of the Company or at such other place as shall be specified or fixed
in the notices thereof,  provided that any or all Members may participate in any
such  meeting  by  means  of  conference  telephone  or  similar  communications
equipment.  A quorum shall be present at a meeting of the Members if the holders
of a majority-in-interest  are represented at the meeting in person or by proxy.
With  respect  to any  matter,  other  than  a  matter  for  which  a  requisite
affirmative  vote of the  Supervisory  Board or the  consent of the holders of a
specific  portion of the  Membership  Interests  entitled to vote is required by
this Agreement or the Act, the affirmative vote of a majority-  in-interest at a
meeting of Members at which a quorum is present shall be the act of the Members.
Notwithstanding   the   provisions   or  this   Agreement,   the  holders  of  a
majority-in-interest  shall have the power to adjourn such meetings from time to
time,  without any notice other than announcement at the meeting of the time and
place of the holding of the adjourned  meeting.  If such meeting is adjourned by
the Members, such time and place shall be determined by a vote of the holders of
a  majority-in-interest.  Upon the  resumption of such  adjourned  meeting,  any
business may be  transacted  that might have been  transacted  at the meeting as
originally called.

           (c) Any action  required or  permitted  to be taken at meeting of the
Members may be taken  without a meeting,  without  prior  notice,  and without a
vote, if consents in writing,  setting forth the action so taken,  are signed by
the  Members  having  not less than the  minimum  number of votes  that would be
necessary to  authorize or take such action at a meeting at which the  requisite
amount of Membership  Interests  entitled to vote on the action were present and
voted,  provided,  however,  that any such action shall not be taken without the
consent  of the  holders  of the Super  Majority-in-Interests  of the  Preferred
Interests.  Every  written  consent  shall bear the date and  signature  of each
Member who signs the consent.  Prompt  notice of the taking of action  without a
meeting by less than unanimous written consent shall be given to all Members who
have not consented in writing to such action.

     6.2. Officers.

           (a) Subject to the provisions of Section  4.3(e),  the Manager,  upon
prior consultation with the Supervisory Board, may, from time to time, designate
one  or  more  individuals  to be  officers  of the  Company.  Any  officers  so
designated shall only have such authority and perform such duties as the Manager
may,  from time to time,  delegate to them.  The  Manager  may assign  titles to
particular officers. Each officer shall hold office until his successor shall be
duly designated by the Manager,  which shall only occur after prior consultation
with the Supervisory Board, or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.  Any number of offices may
be held by the same Person.

           (b) Any  officer  may  resign as such at any time.  Such  resignation
shall be made in writing and shall take effect at the time specified therein, or
if no  time be  specified,  at the  time  of its  receipt  by the  Company.  The
acceptance of a resignation shall not be necessary to make it effective,  unless
expressly  so provided in the  resignation.  Any officer may be removed as such,
either with or without cause, by the Supervisory  Board or the Manager  whenever
in their or his, as the case may be,  judgment the best interests of the Company
will be served thereby; provided, however, that such removal shall not limit the
contract  rights,  if  any,  of  the  Company  and/or  the  person  so  removed.
Designation of an officer shall not of itself create contract rights.

                           ARTICLE VII
            ACCOUNTING PROVISIONS; INFORMATION RIGHTS

      7.1.  Fiscal and Taxable Year.  The Fiscal Year and taxable
year  of  the  Company  shall be the calendar  year,  unless  the
Supervisory Board designates a different Fiscal Year  or  taxable
year.

     7.2. Books and Accounts.

           (a) The Manager shall cause the Company to keep and maintain complete
and accurate books and accounts for the Company at the Company's principal place
of business or at such other place or places as the Manager shall  select.  Such
books and  accounts  shall be kept for  fiscal and tax  purposes  on the cash or
accrual basis, as the Manager shall determine, in accordance with GAAP and shall
include  separate  accounts for each Member.  Each Member or such  Member's duly
authorized  representative,  at such  Member's  own expense and upon  delivering
advance  written notice to the Company,  shall at all reasonable  times and upon
reasonable  advance  notice  have access to, and may inspect and make copies of,
such books and accounts and any other records of the Company.

           (b) All funds  received by the Company shall be deposited in the name
of the Company in such bank  account or  accounts  as the Manager may  designate
from time to time, and withdrawals  therefrom shall be made upon such signatures
on behalf of the Company as the Manager may designate  from time to time. In the
discretion of the Manager, and subject to the Annual Plan all deposits and other
funds not needed in the operation of the Company's  business may be deposited in
interest- bearing bank accounts,  in money market funds, or invested in treasury
bills,  certificates of deposit,  U.S.  government  security- backed  repurchase
agreements  or  similar  short-term  money  market  instruments,   and/or  funds
investing in any of the foregoing or similar types of short-term investments.

      7.3. Tax Reports.  The Manager shall cause to be prepared after the end of
each taxable year of the Company and filed,  on or before their  respective  due
dates (as the same may be extended), all federal and state income tax returns of
the Company for such  taxable year and shall take all action as may be necessary
to permit the  Company's  regular  accountants  to prepare  and timely file such
returns.  Form 1065 (Schedule K?1) shall be sent to each Member after the end of
each taxable year reflecting the Member's pro rata share of income, loss, credit
and deductions for such taxable year.

       7.4. Tax Elections. Unless the Manager determines otherwise, the Company,
at the request of any Member,  will make an election  pursuant to the provisions
of Section 754 of the Code. Any other elections required or permitted to be made
by the  Company  under the Code shall be made by the  Manager in such  manner as
will, in the Manager's  opinion,  be most advantageous to the holders of a Super
Majority-in-Interest of the Preferred Interests.

     7.5. Tax Audits.

          (a) The Manager shall serve as the tax matters partner for the Company
(the "Tax Matters Partner").  Each Member, by the execution hereof,  consents to
the Manager serving as the Tax Matters  Partner and agrees to execute,  certify,
acknowledge,  deliver,  swear  to,  file and  record at the  appropriate  public
offices  such  documents as may be necessary  or  appropriate  to evidence  such
consent.  To the  extent  and in the  manner  provided  by  applicable  law  and
regulations,  the Tax Matters Partner shall furnish the name,  address,  profits
interest, and taxpayer  identification number of each Member to the Secretary of
the Treasury or his delegate (the "Treasury Secretary"). The Tax Matters Partner
shall keep the Members informed of the administrative  and judicial  proceedings
for the  adjustment  at the Company  level of any item required to be taken into
account by a Member for income tax  purposes  (such  administrative  proceedings
referred to hereinafter as a "tax audit") and such judicial  proceeding referred
to hereinafter as "judicial review").

           (b)  The Tax Matters Partner is hereby authorized, but
not required:

                (i) to enter  into any  settlement  with  the  Internal  Revenue
Service or the  Treasury  Secretary  with  respect to any tax audit or  judicial
review, in which agreement the Tax Matters Partner may expressly state that such
agreement shall bind the Members,  except that such  settlement  agreement shall
not bind any Member who  (within  the time  prescribed  pursuant to the Code and
regulations  thereunder) files a statement with the Treasury Secretary providing
that the Tax  Matters  Partner  shall  not have the  authority  to enter  into a
settlement agreement on the behalf of such Member;

                (ii)  in  the  event  that  a  notice  of  a  final  partnership
administrative  adjustment at the Company level of any item required to be taken
into  account by a Member for tax purposes (a "final  adjustment")  is mailed to
the Tax  Matters  Partner,  to seek  judicial  review of such final  adjustment,
including  the filing of a petition  for  readjustment  with the Tax Court,  the
District  Court of the United  States for the  district  in which the  Company's
principal  place of business is located,  or the United  States Court of Federal
Claims;

                (iii)      to intervene in any action brought  by
any Member for judicial review of a final adjustment;

                (iv) to file a request for an administrative adjustment with the
Treasury  Secretary  at any time and, if any part of such request is not allowed
by the Treasury  Secretary,  to file a petition for judicial review with respect
to such request;

                (v) to enter into an agreement with the Internal Revenue Service
to extend the period for  assessing  any tax which is  attributable  to any item
required  to be taken  into  account by a Member  for tax  purposes,  or an item
affected by such item; and

                (vi) to take any other  action on behalf of the  Members  of the
Company in connection with any  administrative or judicial tax proceeding to the
extent permitted by applicable law or regulations.

           (c) The Company shall indemnify and reimburse the Tax Matters Partner
for all expenses,  including  legal and accounting  fees,  claims,  liabilities,
losses,  and damages incurred in connection with any  administrative or judicial
proceeding with respect to the tax liability of the Members.  The payment of all
such expenses shall be made before any  distributions are made to Members or any
discretionary  reserves are set aside by the  Manager.  The taking of any action
and the incurring of any expense by the Tax Matters  Partner in connection  with
any such  proceeding,  except to the extent  required by law, is a matter in the
sole  discretion of the Tax Matters Partner and the provisions on limitations of
liability and  indemnification set forth herein shall be fully applicable to the
Tax Matters Partner in his capacity as such.

           (d) Anything herein to the contrary notwithstanding,  the Tax Matters
Partner shall not make any decision binding on the Company in any proceedings or
negotiations  with any taxing  authority  without the consent of the Supervisory
Board.

      7.6.  Information.  The  Company  covenants  and  agrees to deliver to (i)
Liberty and the Investor the information  specified in this Section 7.6 and (ii)
each Member who holds at least 5% of the outstanding  Membership Interests (on a
fully diluted basis) the information specified in Section 7.6(c).

          (a) Monthly  Reports and Financial  Statements.  As soon as available,
but in any event not later than ten (10) days after the end of each month, (i) a
report  from the  Manager  describing  the  activities  of the  Company for such
period,  including,  without limitation,  sales figures,  new customers,  market
penetrations  and marketing  activities for such period,  and (ii) the unaudited
and unreviewed  consolidated  balance sheet of the Company as at the end of each
such period and the related unaudited and unreviewed  consolidated statements of
income and cash flows of the Company for such period.

           (b) Quarterly Financial  Statements.  As soon as unavailable,  but in
any event not later than thirty (30) days after the end of each  quarter  (other
than  the  last  quarter  in  any  Fiscal  Year),  the  unaudited  but  reviewed
consolidated  balance sheet of the Company as at the end of each such period and
the related  unaudited but reviewed  consolidated  statements of income and cash
flows of the Company for such period.  All such  financial  statements  shall be
prepared in accordance  with GAAP applied on a consistent  basis  throughout the
period reflected  thereon,  provided that certain  disclosures such as footnotes
may be excluded therefrom.

            (c) Annual Financial  Statements.  As soon as available,  but in any
event within  forty-five  (45) days after the end of each Fiscal Year, a copy of
the audited  balance  sheet of the Company as at the end of such Fiscal Year and
the related  audited  statements of operations and cash flows of the Company for
such Fiscal Year,  accompanied by an opinion of an accounting firm of recognized
national standing selected in accordance with the terms of this Agreement, which
opinion  shall  state  that  such  accounting  firm's  audit  was  conducted  in
accordance  with  generally  accepted  auditing  standards.  All such  financial
statements  shall be prepared in  accordance  with GAAP  applied on a consistent
basis throughout the periods reflected therein except as stated therein.

           (d) Budgets.  As soon as  available,  but in any event not later than
thirty (30) days prior to the beginning of each fiscal year of the Company,  the
Annual Budget.

           (e)  Inspection  Rights.  In addition to the other rights  granted to
Liberty  and the  Investor  in this  Agreement,  at law and  otherwise,  each of
Liberty and the Investor  shall have the right,  upon  reasonable  notice to the
Company, to visit the premises of the Company and inspect any of the properties,
books and records of the Company and to discuss the Company's affairs,  finances
and accounts with its officers, employees and representatives.

                                  ARTICLE VIII

   TRANSFERS OF A MEMBERSHIP INTEREST; RIGHT OF FIRST REFUSAL;
              TAG ALONG RIGHTS; SALE OF THE COMPANY

      8.1. Transfer of a Member's Membership Interest.  Until the earlier of the
consummation of the IPO or the expiration of the fifth (5th)  anniversary of the
date  hereof,  without  the prior  written  consent  of  Liberty  and  except as
otherwise  contemplated pursuant to Sections 8.2, 8.3, 8.4 and 8.5 below, MV and
DC may not and shall not, directly or indirectly,  sell, transfer,  gift, assign
or  otherwise  dispose  of,  or  permit,   voluntarily  or  involuntarily,   any
Encumbrance upon all or any portion of such Member's  Membership Interest or any
interest therein. Any such purported sale, transfer,  gift,  assignment or other
disposition  or  Encumbrance  of a  Member's  Membership  Interest  (hereinafter
collectively  referred to as a "Transfer") without such consent shall be invalid
and void, shall not bind the Company and shall have no effect  whatsoever on the
Company or its Members.  If Liberty shall have  consented to the Transfer,  such
Transfer  may be made only if (a) the  provisions  of  Section  8.3 below do not
otherwise   prohibit  the  Transfer,   (b)  a  duly  executed  and  acknowledged
counterpart  of the instrument  effecting  such Transfer,  in form and substance
satisfactory  to Liberty,  shall have been  delivered  to the  Company,  and the
assignor shall have indicated such intention of  substitution  in the instrument
effecting  such Transfer,  (c) the assignee  shall have  expressly  agreed to be
bound by the provisions of this  Agreement and to assume all of the  obligations
imposed  upon  the  Members  hereunder,  including,  without  limitation,  those
obligations  set forth in this Article  VIII,  (d) the assignor and the assignee
shall have  executed  or  delivered  such other  instruments  as Liberty and the
Investor  may  deem  necessary  or  desirable  to  effectuate   such  admission,
including,  but not limited to, an opinion of counsel that the Transfer complies
with  the  registration  provisions  of the  Securities  Act and any  applicable
securities or Blue Sky law of any state or other  jurisdiction,  or an exemption
therefrom,  and (e) the  assignor  or  assignee  shall have paid all  reasonable
expenses  and legal fees  relating  to the  Transfer.  Furthermore,  the parties
hereto agree and  acknowledge  that no Member which is an entity shall  Transfer
any portion of an equity, partnership, membership or other interest in itself to
any third party  except as  permitted  in Section  8.2 below,  and that any such
Transfer shall be subject to the right of first refusal set forth in Section 8.4
and to the tag-along rights of Section 8.5 below.

      8.2.  Permitted  Transfers.  The consent of Liberty and the Investor shall
not be  required  for a  Transfer  of all or a part of  MV's or DC's  Membership
Interest  to a  Permitted  Transferee,  provided  that,  in all cases,  any such
Transfer is otherwise  made in accordance  with and subject to the provisions of
Section 8.1 above,  this  Section 8.2 and Section 8.3 below.  Any  Transfer to a
Permitted  Transferee shall not be subject to the right of first refusal granted
in Section  8.4 below or the  tag-along  right  granted  in  Section  8.5 below;
provided,  that any Permitted  Transferee that receives any Membership  Interest
shall hold such Membership  Interest  subject to all of the terms and conditions
of this  Agreement  and shall,  as a  condition  of  receiving  such  Membership
Interest,  execute and deliver documentation confirming that they shall be bound
hereby,  including,  without  limitation,  all of the documentation  required by
Section 8.1 above.

      8.3. Further  Limitations on Transfers.  In no event may a Transfer by any
Member  be made if the  Transfer  would  result  in (i) the  termination  of the
Company as a limited  liability company for federal income tax purposes pursuant
to Section  708(b)(1)(B)  of the Code,  or (ii) the  dissolution  of the Company
pursuant to the Act, and, if so attempted,  the Transfer shall be void and shall
not bind the Company. In making the determination whether a Transfer will result
in such a termination, Liberty, in its sole discretion, may require the assignee
to furnish,  at such assignee's  expense,  an opinion of counsel passing on this
issue,  with such counsel to be reasonably  acceptable to Liberty.  Furthermore,
each Member agrees that it shall not,  except in  connection  with a Sale of the
Company,  directly or indirectly transfer its Membership Interests to any Person
that is a direct or indirect competitor of the Company.

     8.4. Right of First Refusal.

           (a) Prior to the  effective  date of an IPO,  Transfers of all or any
part of MV's or DC's  Membership  Interest  may be made to bona fide third party
purchasers,  provided  that all of the terms of this Section 8.4 have been fully
complied with. If MV or DC (the "Selling  Member") wishes to Transfer all or any
part of his  Membership  Interest (the "Offered  Interest"),  the Selling Member
shall first notify Liberty, the Investor and any other Person hereafter admitted
to the Company as a Member as a result of a Transfer by Liberty or the  Investor
(collectively the "Non-Selling  Members") in writing (the "Transfer  Notice") of
the proposed Transfer, the proposed price and the terms of the Transfer.

            (b) The Transfer Notice shall constitute an irrevocable offer to the
Non-Selling  Members (the "Transfer  Offer") to sell the Offered Interest to the
Non-Selling  Members  pursuant to the  provisions  of this  Section 8.4, for the
consideration  and on the other  terms  stated in the  Transfer  Notice  (or the
reasonable  equivalent  thereof in the case of non- monetary  consideration of a
type which is personal to the third party offeror).

           (c) The  Non-Selling  Members  shall  have the  right to  accept  the
Transfer  Offer within 20 Business Days after receipt of the Transfer  Notice by
delivery of a written notice ("Acceptance  Notice") to the Selling Member, which
shall specify the amount of Membership  Interests which such Non-Selling  Member
desires to purchase.  The  Acceptance  Notice may, at the Non- Selling  Member's
option,  indicate the maximum number of Offered Interest such Non-Selling Member
is  willing  to  purchase  in excess  of such  Non-Selling  Member's  Percentage
Interest  of the  Offered  Interest  (the  "Excess  Amount").  If  one  or  more
Non-Selling  Members does not give a timely  Acceptance  Notice, or elects in an
Acceptance  Notice to purchase less than such  Non-Selling  Member's  Percentage
Interest,  then the remaining Offered Interest shall  automatically be deemed to
be  accepted by  Non-Selling  Members who  specified  an Excess  Amount in their
respective  Acceptance  Notice,  allocated  among  such  Non-Selling  Members in
proportion to their  respective  Percentage  Interests  determined based only on
those  Non-Selling  Members  who have  given  timely  Acceptance  Notices  which
specified  an  Excess  Amount.  In no  event  shall  an  amount  greater  than a
Non-Selling  Member's Excess Amount be allocated to such Non-Selling Member. Any
excess Offered Interest shall be further allocated among the Non-Selling Members
whose  specified  Excess  Amount has not been  satisfied in  proportion to their
respective  Percentage  Interest,  determined  based  only on those  Non-Selling
Members  whose  specified  Excess  Amount has not yet been  satisfied,  and such
procedure  shall be employed until the entire Excess Amount of each  Non-Selling
Member  has  been  satisfied  or all the  remaining  Offered  Interest  has been
allocated.

           In the event that the Offered  Interests are not fully subscribed for
by the Non-Selling Members, then the Selling Member shall have the right, in its
sole discretion,  to sell all the Offered Interests to a third party and/or sell
a portion of the Offered Interests to the Non-Selling  Members, all on terms not
less favorable than those contained in the Transfer Notice.

          (d) In the event that the  Non-Selling  Members  exercise  their first
refusal  rights with  respect to all of the Offered  Interest,  then the Selling
Member  must sell the  Offered  Interest to the  Non-Selling  Members  within 10
Business Days after the date of receipt of the last  Acceptance  Notice received
by the Selling Member.

           (e) If all notices  required to be given pursuant to subsections  (a)
through (c) above have been duly given and the  Non-Selling  Members  shall have
determined not to exercise their respective first refusal rights granted herein,
then the Selling  Member shall have the right,  for a period of 30 calendar days
after  expiration of the last applicable  option period  specified in subsection
(c), to sell the Offered  Interest  remaining unsold on the terms and provisions
set forth in the Transfer Notice.

           (f) Upon the consummation of any purchase by a third party and/or the
Non-Selling  Members of the Offered  Interest,  the Selling Member shall deliver
certificates evidencing the Offered Interest sold, duly endorsed, or accompanied
by written  instruments of transfer,  free and clear of any Encumbrances,  other
than those imposed by this  Agreement,  against  delivery of the purchase  price
thereof.

     8.5. Tag-Along Right.

           (a) Prior to the  effective  date of an IPO,  if any  Selling  Member
wishes to Transfer any or all of the Member's Membership Interest, either in one
transaction or a series of related transactions, and the Offered Interest is not
purchased by the Non-Selling Members, then as a condition to such Transfer,  the
Selling  Member shall permit (or cause to be  permitted)  all other  Non-Selling
Members who did not seek to purchase  the Offered  Interest  pursuant to Section
8.4 (other than Members who elected to purchase the Offered  Interest and failed
to close on the  purchase  thereof)  or were  unable  to  purchase  the  Offered
Interest as a result of the failure of the  Non-Selling  Members to purchase all
the Offered  Interest (in the event that such a purchase is a condition which is
described in the Transfer Notice) (the "Remaining  Members") to sell,  either to
the  prospective  purchaser  of the Offered  Interest or to another  financially
reputable purchaser  reasonably  acceptable to such Remaining Members, up to the
same  proportion of the  Membership  Interests then owned by each such Remaining
Member as the proportion that the amount of Offered  Interest the Selling Member
proposes to Transfer  bears to the total amount of Membership  Interests held by
the Selling  Member on equivalent  terms and at an equivalent  price and for the
same type of  consideration to that offered by the third-party  offeror,  taking
into account any difference in the type of securities.

           (b) The Selling  Member  shall give  written  notice (the  "Tag-Along
Notice") to the Remaining  Members of each proposed  Transfer giving rise to the
rights referred to in this Section 8.5  immediately  following the end of the 20
Business Day period provided in Section 8.3(d) and at least 20 days prior to the
proposed  consummation  of  such  Transfer,   setting  forth  the  name  of  the
prospective  purchaser,  the maximum number of Offered  Interest  proposed to be
Transferred,  the proposed amount and form of consideration  and the other terms
and  conditions of the proposed  transaction.  The  Tag-Along  Notice shall also
provide  that each of the  Remaining  Members may elect to exercise  such rights
within 15 days following the giving of the Tag-Along Notice, by delivery,  on or
before the  expiration  of such time period,  of a written  notice to the Seller
indicating  such  desire to  exercise  its  rights  under this  Section  8.5 and
specifying the amount of Membership Interests, he, she or it desires to sell. No
present or future  Tag-Along  Rights of a Member shall be adversely  affected by
its failure to exercise such rights in the past.

           (c) The  sale of  Membership  Interests  in any  sale  proposed  in a
Tag-Along Notice shall be effected on substantially the terms and conditions set
forth in such Tag-Along Notice (except in the case of non-monetary consideration
which  is  unique  to the  third  party  as to  which  there  shall  be paid the
reasonable equivalent thereof). The number of Membership Interests to be sold by
the  Selling  Member  shall be reduced  by the  aggregate  number of  Membership
Interests  to be sold  by  each of the  Remaining  Members  who  have  exercised
Tag-Along Rights in connection with such Transfer.

      8.6. Sale of the Company. If Liberty and the Investor and the holders of a
Super  Majority-in-Interest  of the outstanding  Membership  Interests approve a
Sale of the Company to a third party, the Company shall deliver a notice to each
Member  containing  the material  terms thereof (a "Sale  Notice").  Each Member
agrees to vote,  if such a vote is required  under  applicable  law,  all of its
Membership  Interest in favor of such a Sale of the Company,  and to sell all of
its  Membership  Interests  on the terms and subject to the terms and subject to
the conditions  contained in the Sale Notice. Each Member and the Company agrees
to  cooperate  in any such Sale of the Company and agrees to execute and deliver
all documents and  instruments  as is required in the  transaction  which is the
subject of the Sale Notice and which are  requested in order to effect such Sale
of the Company.

                                   ARTICLE IX

                               PREFERRED INTERESTS

      9.1. Preference of Preferred Interests. The Preferred Interests shall rank
prior to all other classes of  Membership  Interests  (collectively  the "Junior
Securities")  and shall have in addition to the other  rights  contained in this
Agreement the preferences, designations and privileges contained in this Article
IX.

      9.2.  Dividends.  The holders of the Preferred Interests shall be entitled
to receive dividends, when and as declared by the Supervisory Board prior to the
payment of any dividend or other similar  distribution  in respect of any Junior
Securities.  Upon payment of the  Preferred  Interest  Preference  in full,  the
holders of Preferred  Interests  will  participate  in any and all other divided
distributions to be made to the holders of Junior Securities.

      9.3. Voting Rights.  Except as otherwise required by law or
as  set  forth  in this Agreement, the holders of  the  Preferred
Interests shall at all times be entitled to vote, in person or by
proxy,  on  all  matters, together as a  single  class  with  the
holders of the Junior Securities.

      9.4. Liquidation.  Upon any liquidation,  dissolution or winding up of the
Company,  whether  voluntary or  involuntary,  any surplus assets of the Company
shall be distributed among the Members pursuant to Section 10.1(b).  Upon a Sale
of the Company, any assets of the Company shall be distributed among the Members
in accordance with Section 10.1(b).

                                    ARTICLE X

                          DISTRIBUTIONS AND ALLOCATIONS

      10.1.      Distributions of Net Cash Flow and Net  Proceeds
from a Capital Transaction.

           (a)  Except  as  otherwise  required  by  this  Agreement  or by law,
Distributions  of Net Cash Flow shall be made at such times and in such  amounts
as the  Supervisory  Board in its sole  discretion  shall  determine,  provided,
however,  that if the Company has Net  Profits  for a Fiscal  Year,  the Manager
shall  cause the  Company to  distribute  amounts to enable the  Members to meet
their  respective  income tax  obligations  with  respect to the  Profits of the
Company for such Fiscal Year or gain  recognized  by a Member under Code Section
704(c)(1)(B)  or 737(a) as a result of a  distribution  by the Company.  Any tax
distributions  under this Section 10.1 shall be made to each Member in an amount
equal to the  product of (a) the Net Profits  allocated  to such Member for such
Fiscal Year and not offset by net cumulative Net Losses previously  allocated to
such Member and (b) the highest applicable marginal federal and applicable state
corporate income tax rate (or such other single rate specified by the Manager to
reflect a change in applicable federal or state corporate income tax rates).

           (b)  Except  as  otherwise  required  by  this  Agreement  or by law,
Distributions  of Net Proceeds from a Capital  Transaction  shall be made in the
following order of priority:

               (i) First,  the Manager  shall  cause the  Company to  distribute
amounts to enable the  Members to meet their  respective  tax  obligations  with
respect to the Profits of the Company and/or gains  recognized by a Member under
Code  Section  704(c)(1)(B)  or  737(a)  as a  result  of  the  distribution  in
accordance with the last sentence of Section 10.1(a) above;

                (ii)       Second,  to the holders  of  Preferred
Interests in the amount of the Preferred Interest Preference,  if
so  elected by the holders of a Super Majority-in-Interest of the
holders of the Preferred Interest;

               (iii)  Third,  to the  Members,  but  excluding  the  holders  of
Preferred  Interests,  pro rata, in an amount equal to their respective  Capital
Contribution,  provided, however, that if the holders of the Preferred Interests
do not elect to  receive  the  Preferred  Interest  Preference,  then to all the
Members, including the holders of Preferred Interests pro rata; and

               (iv)      Last, the balance, if any, to all of the
Members   in  proportion  to  their  respective  Percentages   of
Interests.

     10.2.     Allocation of Net Profits.

           After  giving  effect to the  special  allocations  set forth in this
Agreement, Net Profits shall be allocated among the Members as follows:

           (a) First,  to the Members to the extent of and in  proportion to the
Net Losses  previously  allocated  to each Member  pursuant  to Section  10.3(b)
below,  minus the aggregate amount of Net Profits  previously  allocated to each
Member pursuant to this subparagraph (a);

           (b) Next,  to the Members to the extent of and in  proportion  to the
Net Losses  previously  allocated  to each Member  pursuant  to Section  10.3(a)
above,  minus the aggregate amount of Net Profits  previously  allocated to each
Member pursuant to this subparagraph (b); and

           (c) The balance, if any, to the Members in accordance with their then
respective Percentages of Membership Interest.

     10.3.     Allocation of Net Losses.

           After  giving  effect to the  special  allocations  set forth in this
Agreement, Net Losses shall be allocated as follows:

           (a) First,  to the Members to the extent of and in  proportion to the
excess of (1) the Net Profits  previously  allocated to the Members  pursuant to
Section  10.2(c)  over (2) the Net Losses  previously  allocated  to the Members
pursuant to this subparagraph (a); and

           (b)   The  balance,  if any, to  the  holders  of  the
Preferred  Interests  in  proportion to  their  positive  Capital
Account balance;

           ( c)      to the Members, excluding the holders of the
Preferred  Interests,  in proportion to  their  positive  Capital
Account balance; and

           (d) The balance,  if any, among the Members in accordance  with their
respective Percentage Interests.

      10.4. No Return of  Distributions.  No Member shall have any obligation to
refund to the Company any amount that shall have been  properly  distributed  to
such Member pursuant to this Agreement,  subject,  however, to the rights of any
third party creditor under law.

     10.5.  Allocations  between Assignor and Assignee Members. In the case of a
Transfer,   the  assignor  and  assignee  shall  each  be  entitled  to  receive
distributions of Net Cash Flow and/or Net Proceeds of a Capital  Transaction and
allocations of Net Profits or Net Losses and Nonrecourse Deductions as follows:

           (a) Unless the assignor and assignee  agree to the contrary and shall
so provide in the instrument effecting the Transfer, distributions shall be made
to the  person  owning  the  Member's  Membership  Interest  on the  date of the
distribution; and

            (b) Net Profits or Net Losses and  Nonrecourse  Deductions  shall be
allocated by the number of days of the fiscal year in which each person held the
Member's  Membership  Interest,  except that if the  assignor  and the  assignee
desire,  and shall so advise the  Company in writing  within ten (10) days after
the  end of  the  taxable  year  in  which  the  Transfer  occurs,  Net  Profits
attributable  to a Capital  Transaction or Net Losses  attributable to a Capital
Transaction shall be allocated to the holder of the Member's Membership Interest
on the day that the Capital Transaction occurred during such year.

      10.6.     Tax Credits.  Any Company tax credits relating to
activities  from  and after January 1, 2000  shall  be  allocated
among  the  Members in proportion to their respective  Percentage
Interest.

      10.7.     Further Allocation Rules.  Anything herein to the
contrary notwithstanding:

           (a) Minimum Gain Chargeback.  Except as otherwise provided in Section
1.704-2(f)  of the  Regulations,  notwithstanding  any other  provision  of this
Article X, if there is a net decrease in Company Minimum Gain during any taxable
year, each Member shall be specially  allocated items of Company income and gain
for such taxable year (and, if necessary, subsequent taxable years) in an amount
equal to such  Member's  share of the net  decrease  in  Company  Minimum  Gain,
determined  in  accordance  with  Regulations  Section  1.704-2(g).  Allocations
pursuant to the previous  sentence shall be made in proportion to the respective
amounts required to be allocated to each Member pursuant  thereto.  The items to
be so allocated shall be determined in accordance  with Sections  1.704-2(f) (6)
and 1.704-  2(j) (2) of the  Regulations.  This  Section  11.7(a) is intended to
comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the
Regulations and shall be interpreted consistently therewith.

            (b) Member Minimum Gain Chargeback.  Except as otherwise provided in
Section 1.704-2(i) (4) of the Regulations,  notwithstanding  any other provision
of this Article X, if there is a net decrease in Member Nonrecourse Debt Minimum
Gain  attributable  to a Member  Nonrecourse  Debt during any taxable year, each
Member who has a share of the Member  Nonrecourse Debt Minimum Gain attributable
to  such  Member  Nonrecourse  Debt,   determined  in  accordance  with  Section
1.704-2(i) (5) of the Regulations, shall be specially allocated items of Company
income and gain for such taxable year (and,  if  necessary,  subsequent  taxable
years) in an amount equal to such  Member's  share of the net decrease in Member
Nonrecourse Debt,  determined in accordance with Regulations  Section 1.704-2(i)
(4).  Allocations  pursuant to the previous sentence shall be made in proportion
to the  respective  amounts  required to be  allocated  to each Member  pursuant
thereto.  The items to be so allocated  shall be determined  in accordance  with
Sections  1.704-2(i)  (4) and 1.704- 2(j) (2) of the  Regulations.  This Section
10.7(b) is intended to comply with the minimum gain  chargeback  requirement  in
Section 1.704-2(i) (4) of the Regulations and shall be interpreted  consistently
therewith.

           (c) Qualified  Income  Offset.  In the event any Member  unexpectedly
receives any adjustments,  allocations,  or distributions  described in Sections
1.704-1(b)(2)(ii)(d)(4),  1.704?1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of
the Regulations,  items of Company income and gain shall be specially  allocated
to such Member in an amount and manner  sufficient to  eliminate,  to the extent
required by the Regulations,  the Adjusted Capital Account Deficit of the Member
as quickly as possible,  provided  that an  allocation  pursuant to this Section
10.7(c)  shall be made only if and to the extent  that the Member  would have an
Adjusted  Capital  Account Deficit after all other  allocations  provided for in
this Article X have been  tentatively  made as if this  Section  10.7(c) was not
contained in this Agreement.

           (d) Gross  Income  Allocation.  In the event any Member has a deficit
Capital  Account at the end of any taxable year which is in excess of the sum of
(i) the  amount  that such  Member  is  obligated  to  restore  pursuant  to the
penultimate  sentences of Regulations Sections  1.704-2(g)(1) and 1.704-2(i)(5),
each such Member shall be specially  allocated  items of Company income and gain
in the amount of such excess as quickly as possible, provided that an allocation
pursuant to this  Section  11.7(d)  shall be made only if and to the extent that
such Member would have a deficit Capital Account in excess of such sum after all
other  allocations  provided for in this Article XI have been made as if Section
10.7(c) and this Section 10.7(d) were not contained in this Agreement.

           (e)   Nonrecourse Deductions.  Nonrecourse  Deductions
for  any taxable year shall be specially allocated to the Members
in proportion to their respective Percentage Interests.

            (f) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions
for any taxable  year shall be  specially  allocated to the Member who bears the
economic risk of loss with respect to the Member  Nonrecourse Debt to which such
Member  Nonrecourse  Deductions are  attributable in accordance with Regulations
Section 1.704-2(i) (1).

           (g)  Section  754  Adjustments.  To the extent an  adjustment  to the
adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code
Section    743(b)    is    required,    pursuant    to    Regulations    Section
1.704?1(b)(2)(iv)(m)(2) or 1.704?1(b)(2)(iv)(m)(4),  to be taken into account in
determining  Capital  Accounts  as the result of a  distribution  to a Member in
complete  liquidation  of such Member's  interest in the Company,  the amount of
such adjustment to Capital  Accounts shall be treated as an item of gain (if the
adjustment  increases  the  basis  of the  asset)  or loss  (if  the  adjustment
decreases such basis) and such gain or loss shall be specially  allocated to the
Members in  accordance  with their  interests  in the  Company in the event that
Regulations  Section  1.704?1(b)(2)(iv)(m)(2)  applies, or to the Member to whom
such   distribution   was   made  in  the   event   that   Regulations   Section
1.704?1(b)(2)(iv)(m)(4) applies.

      10.8 Curative Allocations.  The allocations set forth in Sections 10.7(a),
10.7(b),  10.7(c),  10.7(d), 10.7(e), 10.7(f), 10.7(g) and 10.9 (the "Regulatory
Allocations")   are  intended  to  comply  with  certain   requirements  of  the
Regulations.  It is the intent of the Members that, to the extent possible,  all
Regulatory  Allocations shall be offset either with other Regulatory Allocations
or with special  allocations  of other items of Company  income,  gain,  loss or
deduction pursuant to this Section 11.8.  Therefore,  notwithstanding  any other
provision of this Article X (other than the Regulatory Allocations), the Manager
shall make such offsetting special allocations of Company income,  gain, loss or
deduction in whatever  manner the Manager  determines to be appropriate so that,
after such  offsetting  allocations  are made,  each  Member's  Capital  Account
balance is, to the extent  possible,  equal to the Capital  Account balance that
such Member would have had if the Regulatory  Allocations  were not part of this
Agreement  and all Company  items were  allocated  pursuant to Sections 10.2 and
10.3.

     10.9. Loss Limitation. Net Losses allocated pursuant to Section 10.3 hereof
shall not exceed the maximum amount of Net Losses that can be allocated  without
causing any Member to have an Adjusted Capital Account Deficit at the end of any
taxable  year.  In the event  that some but not all of the  Members  would  have
Adjusted  Capital  Account  Deficits as a  consequence  of an  allocation of Net
Losses pursuant to Section 10.3 hereof, the limitation set forth in this Section
10.9 shall be applied on a Member by Member basis,  and Net Losses not allocable
to any Member as a result of such  limitation  shall be  allocated  to the other
Members in  accordance  with the  positive  balances  in such  Member's  Capital
Accounts so as to allocate  the  maximum  permissible  Net Losses to each Member
under Section 1.704- 1(b)(2)(ii)(d) of the Regulations.

     10.10.         Other Allocation Rules.

           (a) Except as otherwise  provided herein, for purposes of determining
the Net Profits,  Net Losses,  or any other items  allocable to any period,  Net
Profits,  Net Losses,  and any such other items shall be  determined on a daily,
monthly,  or other basis,  as  determined  by the Board of  Managers,  using any
permissible method under Code Section 706 and the Regulations thereunder.

            (b) The  Members  are aware of the  income tax  consequences  of the
allocations  made  by  this  Article  X and  hereby  agree  to be  bound  by the
provisions  of this  Article X in reporting  their shares of Company  income and
loss for income tax purposes.

           (c) Solely for purposes of determining a Member's proportionate share
of the excess  nonrecourse  liabilities  of the  Company  within the  meaning of
Regulations  Section  1.752-3(a) (3), the Members'  interests in Company profits
are in proportion to their Percentages of Membership Interests.

           (d)  To  the  extent  permitted  by  Section  1.704-2(h)  (3)  of the
Regulations,  the Manager shall endeavor to treat distributions of Net Cash Flow
and Net Proceeds of Capital  Transactions  as having been made from the proceeds
of a Nonrecourse  Liability or a Member Nonrecourse Debt only to the extent that
such  distributions  would not cause or  increase an  Adjusted  Capital  Account
Deficit for any Member.

       10.11.     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 (computed  in  accordance  with  the
definition  of Gross Asset Value), using such method as  the  Tax
Matter Partner shall select.

           In the  event  that the Gross  Asset  Value of any  Company  asset is
adjusted  pursuant to subparagraph  (ii) of the definition of Gross Asset Value,
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 provided in Code Section 704(c) and the Regulations thereunder.

           Any elections or other decisions  relating to such allocations  shall
be made by the Tax Matters  Partner in any manner that  reasonably  reflects the
purpose and intention of this  Agreement.  Allocations  pursuant to this Section
10.11 are solely for purposes of federal,  state,  and local taxes and shall not
affect,  or in any way be taken into account in computing,  any Member's Capital
Account or share of Net  Profits,  Net Losses,  other  items,  or  distributions
pursuant to any provision of this Agreement.

                                   ARTICLE XI

                                  INCORPORATION

     11.1.     Incorporation of the Company.

          (a)   Promptly   upon   the   approval   of   Liberty   and  a   Super
Majority-in-Interest   of  the   Members,   the  Company   shall   commence  the
documentation (the "Plan of Incorporation") required to convert the Company from
a limited liability company to a corporation.

           (b) The Plan of  Incorporation  may provide for the specific  form of
the transaction including,  without limitation, a merger or consolidation of the
Company with or into a corporation,  a share exchange,  or an exchange of assets
of the Company for  securities  of a  corporation  or some other similar type of
transaction or other transaction having generally the same effect, the resulting
structure of the ongoing entity, management positions and responsibilities,  the
assumption of various contracts and obligations (including employment contracts)
and  revisions  to any such  contracts  to  accommodate  the  objectives  of the
foregoing and any other matters relating to the  incorporation and the resulting
structure  of the  ongoing  entity  as the  Manager,  with the  consultation  of
Liberty,  may  otherwise  deem  necessary  or  appropriate  in  its  discretion;
provided, however, that

                (i) the Plan of  Incorporation  shall, to the extent  reasonably
practicable, provide for a transaction in which no gain or loss is recognized by
the Company or any Member for United States federal income tax purposes; and

                (ii) there shall be issued at the  Incorporation  Effective Time
shares of common  stock and  shares  of one or more  series of  preferred  stock
taking into account the rights,  preferences and designations of each Membership
Interest outstanding at such time.

                                   ARTICLE XII

                               REGISTRATION RIGHTS

       12.1. Demand Registration  Rights. At any time hereafter,  if the Company
receives  written notice from the holders  holding over 80% of a majority of the
Registrable  Securities  demanding the registration of all or any portion of the
Registrable  Securities  and  specifies  the  intended  methods  of  disposition
thereof,  then the Company shall cause to be prepared a registration  statement,
file and obtain a receipt for the registration  statement as soon as practicable
(but not later than 90 days after the date of such  demand),  and  exercise  its
best  efforts  to file a final  registration  statement,  to  obtain  a  receipt
therefor  as soon  as  practicable  thereafter  and to  have  such  registration
statement  declared  effective  as soon as  practicable  thereafter,  under  the
Securities  Act the end that the  Registrable  Securities  held by all demanding
holders may be sold thereunder as soon as practicable  after the receipt of such
notice,  and the Company will use its best efforts to ensure that a distribution
of such securities pursuant to the registration statement may continue for up to
six months from the date of the effective date of the registration  statement or
such later time  pursuant to the method of  disposition  specified in the demand
for registration;  provided, however, that the Company shall not be obligated to
take any  action  to  effect  such  registration,  qualification  or  compliance
pursuant to this  Section  11.1 if the Company  filed a  registration  statement
within the  ninety  (90) day  period  prior to  receipt of the notice  demanding
registration.  Each  such  registration  shall  hereinafter  be called a "Demand
Registration."  The  holders of  Registrable  Securities  shall be  entitled  to
request two Demand Registrations.  A Demand Registration shall not count as such
until a registration statement becomes effective;  provided, that if, after such
registration  statement  has become  effective,  the  offering  pursuant  to the
registration statement is interfered with by any stop order, injunction or other
order or  requirement  of the  Securities  and Exchange  Commission or any other
governmental  authority,  such  registration  shall be  deemed  not to have been
effected  unless such stop order,  injunction or other order shall  subsequently
have been vacated or otherwise  removed.  The holders of Registrable  Securities
requesting such  registration  shall select the underwriters of any underwritten
offering  pursuant to a  registration  statement  filed pursuant to this Section
12.1.

       12.2. Piggyback Registration Rights. Subject to applicable stock exchange
rules and  securities  regulations,  at least 30 days prior to the filing of any
registration  statement for any public offering of any of its securities for the
account of the Company or any other Person (other than a registration  statement
on Form S-4 or S-8 (or any successor  forms under the  Securities  Act) or other
registrations  relating  solely to  employee  benefit  plans or any  transaction
governed by Rule 145 of the  Securities  Act),  the Company  shall give  written
notice of such  proposed  filing and of the proposed date thereof to each holder
of  Registrable  Securities  and if,  on or  before  the  twentieth  (20th)  day
following  the date on which such notice is given,  the Company  shall receive a
written  request from any such holder  requesting that the Company include among
the securities covered by such registration statement any Registrable Securities
held by such holder for  offering for sale in a manner and on terms set forth in
such  request,  the Company shall  include such  Registrable  Securities in such
registration statement, if filed, so as to permit such Registrable Securities to
be sold or  disposed of in the manner and on the terms of the  offering  thereof
set forth in such request.  Each such registration shall hereinafter be called a
"Piggyback Registration".

      12.3. Shelf Registration. If and when the Company becomes eligible to file
a registration statement on Form S?3 (a "Shelf Registration"), the Company, upon
the written request of the holders of all the Registrable Securities, shall file
a Shelf  Registration  and  shall  take all such  steps as may be  necessary  to
maintain the  effectiveness  of such Shelf  Registration  until the  Registrable
Securities have been sold thereunder.

       12.4.       Terms   and  Conditions  of  Registration   or
Qualification.   In  connection with any  registration  statement
filed  pursuant to Article XII  hereof, the following  provisions
shall apply:

               (i) Each  selling  holder of  Registrable  Securities  shall,  if
requested by the managing underwriter,  agree not to sell any securities held by
such selling holder (other than the securities so registered) for such period of
time following the effective date of the registration statement relating to such
offering as the managing underwriter may require and the Company shall agree.

                (ii) If the managing  underwriter  advises that the inclusion in
such registration or qualification of some or all of the Registrable  Securities
sought to be registered by the holder exceeds the number (the "Saleable Number")
that can be sold in an orderly  fashion  within a price range  acceptable to the
Company,  then (A) the Company shall not effect the proposed registration if the
Saleable  Number  does not  include at least  half of the  amount of  securities
desired to be sold by the  holders  of the  Registrable  Securities  and (B) the
shares held by officers,  members of the Supervisory  Board and employees of the
Company  may not be  included  in the  registration  unless all the  Registrable
Securities  requested  to be  registered  by the holders  thereof  are  included
therein.

                (iii) The holder of Registrable Securities will promptly provide
the Company with such information  concerning the holder thereof,  its ownership
of the  Registrable  Securities and its intended  methods of distribution as the
Company shall reasonably request in order to prepare such registration statement
and, upon the Company's  request,  each holder of Registrable  Securities  shall
provide such  information  in writing and signed by such holder and stated to be
specifically for inclusion in the registration statement. If the distribution of
the  Registrable  Securities  covered  by the  registration  statement  shall be
effected  by means of an  underwriting,  the right of any holder of  Registrable
Securities to include its securities in such  registration  shall be conditioned
on such  securityholder's  execution  and  delivery of a customary  underwriting
agreement with respect thereto.

                (iv) The Company shall bear all expenses in connection  with the
preparation  of any  registration  statement  filed  pursuant  to this  Article,
including the fees and  disbursements  of one counsel for the selling  holder of
Registrable  Securities,  except for the underwriting  discounts and commissions
with respect to  securities  of the selling  holders which shall be borne by the
selling Securityholders.

     12.5. Indemnification. In the event of the registration or qualification of
any  Registrable  Securities  under the Securities  Act or any other  applicable
securities  laws for sale  pursuant to the  provisions of this Article XII, each
selling securityholder of Registrable Securities,  each underwriter,  broker and
dealer, if any, of such securities,  and each other Person, if any, who controls
any such  holder,  underwriter,  broker  or dealer  within  the  meaning  of the
Securities Act, agrees severally and jointly, to indemnify and hold harmless the
Company,  each  Person  who  controls  the  Company  within  the  meaning of the
Securities  Act, and each  Member,  officer and director of the Company from and
against  any and all  losses,  claims,  damages or  liabilities  (or  actions in
respect  thereof),  including  without  limitation  attorneys' fees and expenses
joint or several,  to which the  Company,  such  controlling  Person or any such
officer or director may become  subject  under the  Securities  Act or any other
applicable securities laws or otherwise, insofar as such losses, claims, damages
or  liabilities  (or actions in respect  thereof) arise out of or are based upon
any  of  the  following  statements,   omissions  or  violations  (collectively,
"violations")  by the selling  securityholder;  (i) any untrue  statement of any
material  fact  contained  in  any  registration   statement  under  which  such
securities  were  registered or qualified  under the Securities Act or any other
applicable  securities  laws,  any  preliminary  prospectus or final  prospectus
relating to such Registrable Securities, or any amendment or supplement thereto,
or arise out of or are based  upon an untrue  statement;  (ii) the  omission  to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein  not  misleading,  or (iii) any  Violation  or  alleged
Violation  by the  seller  of the  securities  under  the  Securities  Act,  the
Securities  Exchange Act of 1934, as amended,  any state  securities  law or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any
state securities law in connection with the offering covered by the registration
statement.  If the indemnification  provided for hereunder is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any such loss,  claim,  damage,  liability or action,  the holder of Registrable
Securities,  in lieu of indemnifying such indemnified party, shall to the extent
permitted by  applicable  law  contribute  to the amount paid or payable by such
indemnified  party as a result of such loss in such proportion as is appropriate
to reflect the relative fault of the holder of Registrable Securities on the one
hand and the  indemnified  party on the other in connection  with the Violations
that   resulted  in  the  loss,  as  well  as  any  other   relevant   equitable
considerations.

      12.6.     Superior Registration Rights.  The Company  shall
not  grant  parity or superior registration rights to any  Person
and   no   other  securities  of  the  Company  shall  be  deemed
Registrable Securities without the prior written consent  of  the
holders   of  a  Super  Majority-in-Interest  of  the   Preferred
Interests.


                          ARTICLE XIII
           LIQUIDATION AND TERMINATION OF THE COMPANY

      13.1.  General.  The Company  shall be dissolved and  terminated  upon the
earlier to occur of the  following:  (i) the consent of the  Supervising  Board,
subject  to  Section  4.3 and 4.4;  or (ii) the  entry of a decree  of  judicial
dissolution  under the Act.  Upon the  termination  of the Company,  the Company
shall be liquidated in accordance with this Article and the Act. The liquidation
shall be conducted  by the Manager,  under the  supervision  of the  Supervisory
Board,  who shall have all of the rights and powers  with  respect to the assets
and   liabilities  of  the  Company  in  connection  with  the  liquidation  and
termination  of the  Company.  Without  limiting the  foregoing,  the Manager is
hereby  expressly  authorized  and  empowered to execute and deliver any and all
documents  which are necessary or desirable to effectuate  the  liquidation  and
termination  of the Company and the  transfer of any asset or  liability  of the
Company. The Manager shall have the right from time to time, by revocable powers
of  attorney,  to delegate to one or more  Persons any or all of such rights and
powers and such  authority and power to execute and deliver  documents,  and, in
connection  therewith,  to fix the reasonable  compensation of each such Person,
which compensation shall be charged as an expense of liquidation.

      13.2.  Statements on  Termination.  Each Member shall be furnished  with a
statement prepared by the Company's regular accountants setting forth the assets
and liabilities of the Company as of the date of complete liquidation,  and each
Member's share thereof.  Upon compliance with the distribution plan set forth in
Section  13.3 of this  Agreement,  the Members  shall cease to be such,  and the
Manager shall  execute,  acknowledge  and cause to be filed,  where  appropriate
under law, articles of dissolution of the Company.

      13.3. Priority on Liquidation.  The Manager shall, to the extent feasible,
liquidate the assets of the Company as promptly as shall be practicable.  To the
extent  that the  proceeds  are  sufficient  therefor,  as the  Manager  and the
Supervisory Board shall deem appropriate, the proceeds of such liquidation shall
be applied and distributed in the following order of priority:

           (a)   To pay the costs and expenses of the liquidation
and termination; and

          (b)  Then,  in the same  manner  and  priorities  as are set forth for
Distributions  of Net Proceeds  from a Capital  Transaction  pursuant to Section
10.1(b) hereof.

     13.4.  Distribution  of Non-Liquid  Assets.  If the Manager shall determine
that it is not  practicable to liquidate all of the assets of the Company,  then
the Manager and the  Supervisory  Board shall cause the fair market value of the
assets  not so  liquidated  to be  determined  by  appraisal  by an  independent
appraiser. Such assets, as so appraised, shall be retained or distributed by the
Manager and the Supervisory Board as follows:

           (a) The Manager  shall retain assets having a fair market value equal
to the  amount,  if any,  by which the net  proceeds  of  liquidated  assets are
insufficient to satisfy the debts and liabilities of the Company (other than any
debt or liability for which  neither the Company nor the Members are  personally
liable),  to pay the costs and expenses of the dissolution and liquidation,  and
to establish  reserves,  all subject to the  provisions  of Section 13.3 of this
Agreement.  The  foregoing  shall not be  construed,  however,  to prohibit  the
Manager  from  distributing,  pursuant  to Section  13.4(b)  of this  Agreement,
property subject to liens at the value of the Company's equity therein.

            (b)   The   remaining   assets   (including,   without   limitation,
receivables,  if any) shall be  distributed  to the Members by way of  undivided
interests  therein  in such  proportions  as shall  be  equal to the  respective
amounts to which each  Member is entitled  pursuant  to Section  13.3(b) of this
Agreement.  If, in the judgment of the Manager,  it shall not be  practicable to
distribute to each Member an undivided  aliquot share of each asset, the Manager
may  allocate  and  distribute  specific  assets  to  one  or  more  Members  as
tenants-in-common  as the  Manager  shall  determine  to be fair and  equitable,
taking into consideration,  inter alia, the basis for tax purposes of each asset
distributed.

            (c) Nothing  contained  in this  Article  XIII or  elsewhere in this
Agreement is intended to cause any in-kind  distributions to be treated as sales
for value.

      13.5.     Orderly Liquidation.  A reasonable time shall  be
allowed  for the orderly liquidation of the assets of the Company
and  the discharge of liabilities to creditors, so as to minimize
the losses normally attendant upon a liquidation.


                                   ARTICLE XIV

                                 INDEMNIFICATION

      14.1.  Claims.  Except as  otherwise  provided in this  Article  XIV,  the
Company, or its receiver or trustee, shall pay all judgments and claims asserted
by anyone (a "Claimant")  against,  and shall  indemnify and hold harmless,  the
Manager,  the Supervisory Board, each member thereof,  and each Member,  and, to
the extent applicable,  each employee,  officer, director, agent, representative
and other retained persons of the Manager, the Supervisory Board and each Member
or any direct or indirect  Affiliate of any of the foregoing  (collectively  the
"Related  Parties" and  individually  a "Related  Party") from and against,  any
liability  or damage to a Claimant,  incurred by reason of any act  performed or
omitted to be performed by any Related Party in connection  with the business of
the Company,  including,  without  limitation,  reasonable  attorneys'  fees and
disbursements  incurred by any Related Party in  connection  with the defense of
any action  based on any such act or  omission.  If a claim for  indemnification
(other than for expenses  incurred in a successful  defense) is asserted against
the  Company by any  Related  Party and the Manager is  uncertain  whether  such
indemnification  is permitted by law,  then the Company  shall,  unless,  in the
opinion of its counsel, the matter has been settled by controlling  precedent in
favor of such indemnification,  submit to a court of competent  jurisdiction the
question of whether such  indemnification  by the Company is not against  public
policy, which final adjudication shall be binding on all parties.

      14.2. Procedure.  Upon a Related Party's discovery of any claim by a third
party  which,  if  sustained,  would be subject to  indemnification  pursuant to
Section 14.1 of this  Agreement,  the Related  Party shall give prompt notice to
the Manager and the Company of such claim,  provided,  however, that the failure
of the Related  Party to so promptly  notify the Company of such claim shall not
relieve  the  Company of any  indemnification  obligation  under this  Agreement
unless the Company shall have been substantially  prejudiced thereby. Unless the
Related  Party  shall,  in its sole  discretion,  agree in writing to assume and
control the defense of any action for which  indemnification  may be sought, the
Company shall assume and control such defense,  in which event the Related Party
shall have the right to retain its own  counsel in each  jurisdiction  for which
the Related  Party  determines  that counsel is required,  at the expense of the
Company.  If the Company  shall fail or refuse to undertake  the defense  within
fifteen (15) days after receiving notice that a claim has been made, the Related
Party  shall have the right (but not the  obligation)  to assume the  defense of
such claim in such manner as it deems  appropriate until the Company shall, with
the  consent of the  Related  Party,  assume  control of such  defense,  and the
Company  shall  indemnify  the Related  Party  pursuant to Section  14.1 of this
Agreement  from and against the costs and  expenses of such  defense.  The party
hereto handling the defense of an action shall keep the other party hereto fully
informed  at all times of the status of the claim.  Neither  the Company nor the
Related  Party,  when handling the defense of a claim for which  indemnification
may be sought by the Related Party,  shall settle such claim without the consent
of the other party (which consent shall not be unreasonably withheld or delayed)
unless such settlement  shall: (i) impose no additional  liability or obligation
upon such party (or his or its  employees,  shareholders,  officers,  directors,
agents and  representatives  or any direct or indirect  affiliate  of any of the
foregoing) whose consent would otherwise be required; and (ii) where the Company
is handling the defense and  settlement of the claim,  provide the Related Party
with a general release with respect to the subject claim.

      14.3.  Members' Claims.  Except as otherwise provided in this Article XIV,
in any  action by an owner of a  Membership  Interest  against a Related  Party,
including a Company  derivative  suit,  the  Company  shall  indemnify  and hold
harmless each Related Party from and against any liability or damage incurred by
any of them,  including,  without  limitation,  reasonable  attorneys'  fees and
disbursements  incurred in defense of such action,  if: (i) the Related Party is
successful in such action; or (ii) in the opinion of the Company's counsel,  the
matter  has  been   settled   by   controlling   precedent   in  favor  of  such
indemnification,  and if the  matter has not been  settled  by such  controlling
precedent,  the Company shall submit to a court of appropriate  jurisdiction the
question of whether such  indemnification  by the Company is not against  public
policy, which final adjudication shall be binding on all parties.

      14.4. Expenses. In any matter with respect to which a Related Party may be
entitled to  indemnification  from the Company pursuant to this Article XIV, the
Company shall,  to the extent not prohibited by applicable  law,  advance to the
Related  Party,  pending the final  disposition  of such  matter,  all costs and
expenses  which the Related Party may incur in such matter,  including,  without
limitation, all attorneys' fees and disbursements,  court costs and the fees and
disbursements of accountants, other experts and consultants.

      14.5. Limitations on Indemnification.  Notwithstanding Sections 14.1, 14.3
or 14.4 of this Agreement, no Related Party shall be entitled to indemnification
from any liability imposed by law for fraud, bad faith, willful neglect or gross
negligence.  Under no circumstances shall any Related Party be personally liable
in respect of any indemnification obligation set forth in this Article XIV.

       14.6.   Indemnification   for  Liability   Arising  from   Incorrect  Tax
Information.  Anything to the  contrary  notwithstanding,  if the  adjusted  tax
basis, accumulated depreciation,  depreciation method or depreciable life of any
asset  contributed  by a Member is incorrect  (a  "Misstated  Asset"),  and as a
result  of an  adjustment  (a  "Tax  Adjustment")  to any of such  items  by the
Internal Revenue Service or any state or local taxing authority,  the Member who
did not  contribute  such assets is assessed  additional  income  taxes and such
assessment  becomes final, the Member who contributed such Misstated Asset shall
reimburse the other Member for any interest and penalties, incurred thereby and,
in  addition,  shall  be  solely  responsible  for  all  professional  fees  and
disbursements  incurred  by the Company if the Company  shall  contest  such Tax
Adjustment.

                                   ARTICLE XV

                                POWER OF ATTORNEY

      15.1 General.  Each Member irrevocably  constitutes and appoints with full
power of  substitution,  the true and lawful attorney of such Member to execute,
acknowledge, swear to and file any of the following:

           (a)   Any  amendment to the certificate  of  formation
pursuant to the Act;

           (b) Any  certificate or other  instrument (x) that may be required to
be filed by the Company  under the laws of the United  States,  the State of New
York or any  other  state in which  any of the  Members  reside  or in which the
Company engages in business or (y) which the Manager deems advisable to file;

           (c)   Any  amendments  to the  certificates  or  other
instruments referred to in paragraphs (a) and (b) of this Section
15.1;

           (d)   Any  document that may be required to effectuate
the liquidation or termination of the Company; and

           (e) Any amendment to this  Agreement or the  foregoing  certificates,
instruments  or documents  necessary to effect any change  permitted  under this
Agreement, including, without limitation, to reflect any change in the ownership
of Interests in the Company.

      It is expressly  acknowledged  by each Member that the foregoing  power of
attorney is coupled with an interest and shall  survive the  disability  of such
Member or a Transfer  by such  Member,  provided,  however,  that if such Member
shall  make a  Transfer  of all of such  Member's  Membership  Interest  and the
transferee  shall,  in  accordance  with the  provisions of Article VIII of this
Agreement,  become a successor Member,  such power of attorney shall survive the
Transfer  only for the  purpose of  executing,  acknowledging,  swearing  to and
filing  any  and  all  instruments   which  are  necessary  to  effectuate  such
substitution.

      Notwithstanding the foregoing, no power conferred upon the Manager by this
Article XV shall  materially  alter the powers,  rights and  obligations  of the
parties hereunder.

      Each Member  hereby agrees to execute  concurrently  herewith or upon five
(5) days' prior  written  notice,  a special  power of attorney  containing  the
substantive provisions of this Agreement in form satisfactory to the Manager.

     15.2.     Successor Members.  A power of attorney similar to
that contained in Section 15.1 of this Agreement shall be one  of
the  instruments that the Manager may require a successor  Member
to  execute, acknowledge and swear to pursuant to Sections 8.1 or
8.2 of this Agreement.


                                   ARTICLE XVI

                              SPECIFIC PERFORMANCE

      16.1.  Specific  Performance.  The parties  recognize and acknowledge that
their Membership Interests are closely held and that, accordingly,  in the event
of a breach or  default  by one or more of the  parties  hereto of the terms and
conditions  of this  Agreement,  the damages to the  Company  and the  remaining
parties to this  Agreement,  or any one or more of them,  may be  impossible  to
ascertain and such parties will not have an adequate remedy at law. In the event
of any such breach or default in the  performance of the terms and provisions of
this Agreement, any party or parties thereof aggrieved thereby shall be entitled
to institute and prosecute  proceedings in any court of competent  jurisdiction,
either at law or in equity, to enforce the specific performance of the terms and
provisions  of this  Agreement,  to enjoin  further  violations of the terms and
provisions of this  Agreement  and/or to obtain  damages.  Such remedies  shall,
however,  be cumulative  and not exclusive and shall be in addition to any other
remedies which any party may have under this Agreement or at law.

                                  ARTICLE XVII

                            MISCELLANEOUS PROVISIONS

      17.1.      Governing Law.  This Agreement shall be governed
by,  and construed in accordance with, the laws and decisions  of
the  State  of New York, without regard to conflict of law  rules
applied in such State.

       17.2.  Consent To Jurisdiction.  All actions and proceedings  arising out
of, or relating to, this Agreement shall be heard and determined in any state or
federal court sitting in New York, New York. The  undersigned,  by execution and
delivery of this Agreement, expressly and irrevocably: (i) consent and submit to
the  personal  jurisdiction  of  any  of  such  courts  in any  such  action  or
proceeding;  (ii) consent to the service of any  complaint,  summons,  notice or
other process  relating to any such action or proceeding by delivery  thereof to
such party by hand or by certified mail,  delivered or addressed as set forth in
Section 17.4 of this Agreement; and (iii) waive any claim or defense in any such
action  or  proceeding  based  on any  alleged  lack of  personal  jurisdiction,
improper venue or forum non conveniens or any similar basis.

     17.3.   Oral   Modification.   This   Agreement   constitutes   the  entire
understanding among the parties hereto, including without limitation any and all
agreements  prior to the date  hereof  among MV, DC and/or the  Company  and its
predecessor-in-interest  and the  letter  of  intent  between  the  Company  and
Liberty.  No waiver or modification of the provisions of this Agreement shall be
valid  unless it is in writing  and  signed by the party to be charged  and then
only to the extent therein set forth.

      17.4.  Notices.  All  notices,   requests,   claims,   demands  and  other
communications  hereunder  shall be in  writing  and shall be given or made (and
shall be deemed to have been duly given or made upon  receipt)  by  delivery  in
person,  by courier  service,  by telecopy,  by facsimile  or by  registered  or
certified mail (postage  prepaid,  return  receipt  requested) to the respective
parties at the  following  addresses  (or at such other  address  for a party as
shall be specified in a notice given in accordance with this Section 17.4):

          (a)  if to the Company:

               ASKTHEROBOT, LLC
               29 East 31st Street
               New York, NY 10016
               Attn:  Manager

          (b)  if to Liberty:

               Liberty Group Services, LLC
               c/o Liberty Group Holdings, LC
               11 52nd Street
               Brooklyn, New York  11232
               Attn: Barry Hawk, President
               Fax No.:  718-492-3482

          (c)  if to DC:

               Douglas Capeci
               236 Wyckoff Avenue
               Wyckoff, New Jersey 07481
               Facsimile:     __________

          (d)  if to MV:

               Michael Vogel
               86-66 Palermo Street
               Holliswood, New York 11423

           (e) In all cases where notices are sent or delivered pursuant to this
Section  17.4,  copies  thereof  shall be sent or  delivered in the same manner,
simultaneously therewith, to:

               Herrick, Feinstein LLP
               2 Park Avenue
               New York, New York  10016
               Attn: David Lubin, Esq.
               Facsimile:     (212) 592-1500
     17.5.     Captions.  The captions used in this Agreement are
intended  for convenience of reference only, shall not constitute
any  part of this Agreement and shall not modify or affect in any
manner the meaning or interpretation of any of the provisions  of
this Agreement.

      17.6.      Execution.  This Agreement may  be  executed  in
counterparts and, as so executed, shall constitute one  agreement
binding on the Company and the Members.

      17.7. Amendments.  Other than as expressly provided herein, this Agreement
may be amended upon the consent of Members holding a Super Majority-in-Interest,
provided,  however, that no amendment may be effective to change the obligations
or rights of any Member as to allocations or distributions without that Member's
consent.

      17.8.      Binding  Effect.  Except as  otherwise  provided
herein,  this Agreement shall be binding upon and shall inure  to
the  benefit  of the respective heirs, executors, administrators,
legal  representatives, and permitted successors and  assigns  of
the parties hereto.

      17.9. Separability. In case any one or more of the provisions contained in
this Agreement or any application  thereof shall be deemed  invalid,  illegal or
unenforceable  in any respect,  such affected  provisions shall be construed and
deemed rewritten so as to be enforceable to the maximum extent permitted by law,
thereby implementing,  to the maximum extent possible, the intent of the parties
hereto,  and  the  validity,   legality  and  enforceability  of  the  remaining
provisions  contained  in this  Agreement  shall not in any way be  affected  or
impaired thereby.

     17.10.    Further Assurances.  The Members shall execute and
deliver  such  further  instruments and  documents  and  do  such
further  acts  and  things as may be required to  carry  out  the
intent and purposes of this Agreement.

      17.11. No Third Party Beneficiaries.  Except as is otherwise  specifically
provided for in this  Agreement or as may  otherwise be  specifically  agreed in
writing by all of the Members, the provisions of this Agreement are not intended
to be for the  benefit of any  creditor  or other  person  (other than a Related
Party)  to whom  any  debts,  liabilities,  or  obligations  are owed by (or who
otherwise  has any claim  against)  the  Company  or any of the  Members  or any
Related  Party;  and no such  creditor or other  person shall obtain any benefit
from such provisions or shall, by reason of any such foregoing  provision,  make
any claim in respect of any debt, liability,  or obligation against the Company,
any of the Members, or any Related Party.

     [Remainder of Page Intentionally Omitted; Signature Pages to
Follow]

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

                                  COMPANY:

                                   ASKTHEROBOT, LLC

                                   By:  ________________________
                                        Name:     Michael Vogel
                                        Title:    Member


                                   Name:     Douglas Capeci
                                   Title:    Member

                                   MEMBERS:

                                   LIBERTY GROUP SERVICES, LLC
                                   By:   Liberty Group  Holdings,
                                      Inc.,

                                        Its Manager

                                   By:
                                        Name: Barry Hawk
                                        Title:   President



                                   Douglas Capeci

                                   Michael Vogel

ACKNOWLEDGMENTS

STATE OF NEW YORK   )
                    ) SS.:
COUNTY OF NEW YORK  )

           On the _____ day of March, 2000, before me the undersigned personally
appeared  ____________________ to me known, who being duly sworn, did depose and
say that he resides at ______________________________, that he is the __________
of  ASKTHEROBOT,  LLC,  the limited  liability  company  described  in and which
executed the foregoing  instrument;  that he signed his name thereto by order of
the board of directors of such corporation.

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

Sworn to before me this
___ day of March, 2000


---------------------------
       Notary Public

STATE OF NEW YORK   )
                    ) SS.:
COUNTY OF NEW YORK  )

           On the _____ day of March, 2000, before me the undersigned personally
appeared  Michael Vogel  personally  known to me or proved to me on the basis of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the instrument,  the individual,  or the
person upon behalf of which the individual acted, executed the instrument.

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


Sworn to before me this
___ day of March, 2000

---------------------------
       Notary Public
STATE OF NEW YORK   )
                    ) SS.:
COUNTY OF NEW YORK  )

           On the _____ day of March, 2000, before me the undersigned personally
appeared  ____________________ to me known, who being duly sworn, did depose and
say that he resides at ______________________________, that he is the __________
of Liberty Group Holdings,  LC, the sole member of LIBERTY GROUP SERVICES,  LLC,
the corporation described in and which executed the foregoing  instrument;  that
he  signed  his  name  thereto  by  order  of the  board  of  directors  of such
corporation.

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


Sworn to before me this
___ day of March, 2000


---------------------------
       Notary Public

STATE OF NEW YORK   )
                    ) SS.:
COUNTY OF NEW YORK  )

           On the _____ day of March, 2000, before me the undersigned personally
appeared  Douglas Capeci  personally known to me or proved to me on the basis of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the instrument,  the individual,  or the
person upon behalf of which the individual acted, executed the instrument.

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

Sworn to before me this
___ day of March, 2000


---------------------------
       Notary Public

                                    EXHIBIT A

            Schedule of Members-_ As of March__, 2000

       Member           Class of     Initial   Agreed Value   Percent
                       Membership    Capital    of Capital      age
                        Interest    Contribut  Contribution   Interes
                                       ion                       t

Liberty        Group  Preferred     $________      $________      51%
Services, LLC
c/o   Liberty  Group
Holdings, Inc.
11 52nd Street
Brooklyn,  New  York

11232

Douglas Capeci        Common        $________      $________  15.6675
236 Wyckoff Avenue                                                  %
Wyckoff, New  Jersey
07481

Michael Vogel         Common        $________      $________  15.6775
86-66 Palermo Street                                                %
Holliswood, New York
11423

Employees        who  Common        $________      $________
exercise options                                                9.33%

                                                                            100%

Investor                                                 Reserved
Interest

Peter J. McLaughlin   Preferred     $________      $________   8.335%
12 Downing Road
Hanover,         New
Hampshire 03755