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                          EXHIBIT 10.08

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                        MASTER AGREEMENT
                                
                                
     THIS MASTER AGREEMENT (this "Agreement") is made and entered
as of this 30th day of July 1997 (the "Effective Date") and is by
and  between  Authentic  Products,  Inc.,  a  Nevada  corporation
("Authentic Products"), and Gridiron Marketing, LLC, a California
limited  liability  company ("Gridiron Marketing")  (collectively
the "Parties").

                                
                         R E C I T A L S
                                
     WHEREAS,  pursuant  to  the terms and conditions  set  forth
herein, and in furtherance of that certain letter executed by and
between  Paul-Son  Gaming Supplies, Inc., a  Nevada  corporation,
("Paul-Son Gaming Supplies") and DeBartolo Entertainment, Limited
Liability   Company,   an   Ohio   limited   liability    company
("DeBartolo"),  on March 21, 1997 (the "Letter of  Intent"),  the
Parties  desire to enter into this Agreement for the  purpose  of
establishing   their   respective  rights  and   obligations   in
connection  with  the development, manufacture and  marketing  of
Commemorative Products (as hereinafter defined);

     WHEREAS, the Parties desire to enter into this Agreement for
the   purpose  of  establishing  their  respective   rights   and
obligations  and in connection with the formation  of  a  limited
liability  company,  Brand One Marketing,  LLC  (the  "Company"),
organized to pursue the development, manufacture and marketing of
Commemorative Products;

     NOW,  THEREFORE, in consideration of the foregoing  recitals
and   of   the   mutual   covenants,  conditions,   undertakings,
representations  and warranties hereinafter set  forth,  and  for
other   good   and  valuable  consideration,  the   receipt   and
sufficiency  of  which are hereby acknowledged,  the  Parties  do
hereby  covenant and agree that the Recitals are true and correct
and  by this reference incorporated herein as if fully set forth,
and the Parties further agree as follows:

I.   DEFINITIONS

     In   this  Agreement,  unless  the  context  hereof  clearly
requires  a  different definition, the following words,  phrases,
and expressions shall have the respective meanings attributed  to
them:

     (a)   "AGREEMENT" shall mean this Master Agreement dated  as
of  the  Effective  Date  by and between Authentic  Products  and
Gridiron Marketing.

     (b)    "AFFILIATE"  shall  mean  a  person  or  entity  that
directly,  or  indirectly  through one  or  more  intermediaries,
controls with respect to voting, or is controlled with respect to
voting  by,  or  is  under  common voting  control  with,  either
Authentic Products or Gridiron Marketing.

     (c)   "AUTHENTIC  PRODUCTS" shall mean  Authentic  Products,
Inc., a Nevada corporation and a wholly-owned subsidiary of Paul-
Son Gaming Corporation.

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     (d)   "BOARD  OF  MANAGERS" shall mean the four  (4)  person
board of managers of the Company.

     (e)   "BRAND ONE MARKETING ARTICLES" shall mean the Articles
of Organization of the Company attached hereto as EXHIBIT B.

     (f)  "BREACH" is defined in Section VI.A. hereof.

     (g)   "BUSINESS DAY" shall mean any day other than Saturday,
Sunday  or any day on which banking institutions in the State  of
Nevada  are authorized or obligated by law or executive order  to
be closed.

     (h)   "COMMEMORATIVE PRODUCTS" shall mean any and  all  Non-
Gaming  Commemorative Playing Cards and Trading Discs  containing
images  or  graphics depicting sports franchises,  sports  logos,
famous persons, places or events.

     (i)   "COMPANY"  shall  mean the limited  liability  company
formed  under the laws of the State of Nevada in accordance  with
Section III.A. hereof.
     
     (j)  "DEBARTOLO" shall mean DeBartolo Entertainment, Limited
Liability Company, an Ohio limited liability company.

     (k)    "DEMUR,  INC."  shall  mean  DeMur,  Inc.,  an   Ohio
corporation and manager of Gridiron Marketing and of DeBartolo.

     (l)   "EFFECTIVE DATE" shall mean the date specified in  the
first paragraph of this Agreement.

     (m)  "EVENT OF BREACH" is defined in Section VI.C. hereof.

     (n)   "FILING DATE" shall mean the date on which the Company
was formed.

     (o)   "GRIDIRON  MARKETING" shall mean  Gridiron  Marketing,
LLC,  a  California limited liability company and a  wholly-owned
subsidiary of DeBartolo.

     (p)    "INITIAL   CAPITAL  CONTRIBUTION"  shall   mean   the
contribution of $100,000.00 (U.S.) each by Authentic Products and
Gridiron  Marketing  to the Company upon  the  formation  of  the
Company.

     (q)   "LETTER  OF INTENT" shall mean the letter executed  by
and  between Authentic Products and DeBartolo on March  21,  1996
attached hereto as EXHIBIT A.

     (r)   "NON-GAMING  COMMEMORATIVE PLAYING CARDS"  shall  mean
playing  cards  that:  (i) contain images or  graphics  depicting
sports  franchises,  sports  logos,  famous  persons,  places  or
events;  and (ii) are marketed to individuals or entities  having
no  gaming  operations.   Notwithstanding this  definition,  Non-
Gaming  Commemorative  Playing  Cards  shall  not  include:   (i)
generic  non-gaming playing cards; (ii) playing cards  containing
the logo of Paul-Son; and (iii)

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playing  cards  sold to retail customers, including  casinos,  by
Paul-Son  through  its  own retail outlets unrelated  to  sports,
entertainment or travel industries.

     (s)    "OPERATING  AGREEMENT"  shall  mean   the   Operating
Agreement of the Company attached hereto as EXHIBIT C.

     (t)   "PAUL-SON" shall be a collective reference to Paul-Son
Gaming  Corporation  and  its  wholly-owned  or  majority   owned
subsidiaries.

     (u)   "PAUL-SON  GAMING  CORPORATION"  shall  mean  Paul-Son
Gaming Corporation, a Nevada corporation.

     (v)   "PAUL-SON GAMING SUPPLIES" shall mean Paul-Son  Gaming
Supplies,   Inc.,  a  Nevada  corporation  and   a   wholly-owned
subsidiary of Paul-Son Gaming Corporation.

     (w)  "REMEDY NOTICE" is defined in Section VI.B. hereof.

     (x)    "SAN  FRANCISCO  FORTY-NINERS"  shall  mean  the  San
Francisco Forty-Niners, Ltd., a limited partnership.

     (y)  "TERM" shall mean a period of fifty (50) years from the
Effective Date.

     (z)  "TRADING DISCS" shall mean any and all non-gaming chip-
like  products  that:  (i) contain images or  graphics  depicting
sports franchises, sports logos, famous persons, places or events
and (ii) lack monetary denominations or markings customary in the
gaming industry.

     (aa) "TRANSACTION DOCUMENTS" shall mean this Agreement,  the
Brand  One  Marketing Articles, the Operating Agreement  and  any
other related document.

II.  ACKNOWLEDGMENTS OF INTENT

     A.   BUSINESS PURPOSE OF THE COMPANY

     Pursuant  to  Section  III.A. of this  Agreement,  Authentic
Products  and Gridiron Marketing shall form the Company  for  the
purposes  of  developing,  marketing  and  selling  Commemorative
Products to the sports, entertainment, travel, general retail and
other  non-gaming markets.  It is the intent of the Parties  that
all   opportunities  for  the  marketing   and   sale   of   such
Commemorative  Products (exclusive of the sale  of  generic  non-
gaming playing cards, playing cards containing the logo of  Paul-
Son  and  playing  cards  sold  to  retail  customers,  including
casinos, by Paul-Son through its own retail outlets unrelated  to
sports,  entertainment  or  travel  industries)  shall   be   the
exclusive  opportunities  of the Company  and  shall  be  pursued
exclusively  through and by the Company as described  in  Section
V.C. of this Agreement.

     B.   EXCLUSIVE MARKETING RIGHTS OF THE COMPANY

     For  good  and  valuable consideration, Paul-Son,  Authentic
Products,  DeBartolo,  Gridiron Marketing  and  their  respective
Affiliates shall and hereby grant to the Company the exclusive

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right   to  develop,  market  and  sell  Commemorative  Products,
including Non-Gaming Commemorative Playing Cards, to the  sports,
entertainment,  travel,  general  retail  and  other   non-gaming
markets.    Paul-Son,  Authentic  Products,  DeBartolo,  Gridiron
Marketing  and their respective Affiliates further grant  to  the
Company   the  exclusive  right  to  develop,  market  and   sell
Commemorative  Products  to all markets  outside  of  the  gaming
industry.   The  exclusive rights granted to the  Company  herein
shall   continue  throughout  the  existence  of   the   Company.
Notwithstanding  the foregoing, the acknowledgment  contained  in
this  Section  B  shall  not extend to the San  Francisco  Forty-
Niners,  Ltd.,  a limited partnership (the "San Francisco  Forty-
Niners"),  to the extent that the San Francisco Forty-Niners  are
required  to comply with the rules, regulations, programs  and/or
policies   of  the  National  Football  League  or  are  pursuing
opportunities for football-related merchandise outside the  scope
of Commemorative Products.

     C.   OPERATIONS OF THE COMPANY

     With  respect to the development, marketing and  selling  of
Commemorative  Products, each Party acknowledges and  understands
that  the  Company shall enter into and comply with a variety  of
contracts   and  agreements,  including,  but  not  limited   to,
contracts  and  agreements  for the commission  of  artwork,  the
acquisition  of  rights for the use and reproduction  of  various
images,  logos and graphics, the purchase of materials,  supplies
and  finished  products  from suppliers  and  manufacturers,  the
establishment  of  distribution channels, and  the  marketing  of
Commemorative Products.

     D.   RELATED PARTY TRANSACTIONS

     1.   ARM'S LENGTH.  Each Party agrees that all fees paid to,
or  goods  or  services  purchased from, entities  affiliated  or
associated  with, or related to, any of the Parties hereto  shall
be  at  "arm's length" and upon terms and conditions that are  no
less  favorable to the Company than as the same may  be  obtained
from non-affiliated, non-associated or non-related third parties.

     2.   PAUL-SON GAMING SUPPLIES.  Notwithstanding Section D.1.
of  this Article II, the Company shall purchase products supplied
and manufactured by Paul-Son pursuant to the terms and conditions
of   the  standard  purchase  agreement  and  business  practices
ordinarily used by Paul-Son in the manufacturing and shipping  of
its  products.  With respect to the cost of such products,  Paul-
Son  shall  charge its cost, as determined by generally  accepted
accounting   principles,   under  the  full   absorption   method
consistent  with  the methods normally employed by  Paul-Son  for
financial  reporting  purposes (which is defined  as  all  direct
costs  of  production  plus  an allocation  of  fixed  production
overhead  and  indirect costs), plus fifteen  percent  (15%)  for
handling  and overhead.  The cost of artwork and its  preparation
for products produced by Paul-Son will be included in the cost of
the product, and the cost for all freight charges with respect to
shipping the products will be billed to the Company by Paul-Son.

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III. THE COMPANY

     A.   FORMATION OF THE COMPANY

     Within  five  (5) Business Days of the Effective  Date  (the
"Filing  Date"), Authentic Products and Gridiron Marketing  shall
form  the  Company by filing with the Secretary of State  of  the
State  of  Nevada  the Articles of Organization  of  the  Company
("Brand  One  Marketing Articles").  Effective as of  the  Filing
Date,  Authentic  Products  and  Gridiron  Marketing  shall  also
execute  the  Operating Agreement of the Company (the  "Operating
Agreement").  Authentic Products and Gridiron Marketing shall  be
the only initial members of the Company.

     B.   CAPITALIZATION OF THE COMPANY

     Pursuant  to the terms of the Operating Agreement, Authentic
Products and Gridiron Marketing shall each contribute $100,000.00
(U.S.)  upon  the formation of the Company (the "Initial  Capital
Contribution").  The Initial Capital Contribution shall represent
a  fifty  percent  (50%)  ownership interest  each  of  Authentic
Products  and  Gridiron  Marketing in  the  Company.   The  rules
governing additional capital contributions shall be contained  in
the Operating Agreement.

     C.   PROFITS AND LOSSES

     The  allocation of assets-profits and liabilities-losses  of
the Company shall be governed by the Operating Agreement.

     D.   GOVERNANCE OF THE COMPANY

     Pursuant  to  the  terms  of  the Operating  Agreement,  the
Company  shall be governed by a Board of Managers (the "Board  of
Managers")  consisting of four (4) persons.  In  accordance  with
Article  VI of the Operating Agreement, two (2) persons shall  be
elected  by  Authentic  Products and two  (2)  persons  shall  be
elected  by  Gridiron  Marketing.  The Board  of  Managers  shall
appoint  such officers and employ such individuals as  needed  to
accomplish  the  objectives  of the Company,  including  a  chief
executive  officer,  and such employees as  the  chief  executive
officer,  in consultation with the Board of Managers, shall  deem
necessary.

     E.   TRANSFERS OF INTEREST

     Pursuant  to  the  terms  of  the Operating  Agreement,  any
transfer of interest of the Company shall be subject to  a  right
of  first  refusal exercisable by the party that is not proposing
the transfer.

IV.  REPRESENTATIONS AND WARRANTIES

     A.   REPRESENTATIONS AND WARRANTIES OF GRIDIRON MARKETING

     1.    DUE  ORGANIZATION.  Gridiron Marketing  is  a  limited
liability  company duly organized, validly existing and  in  good
standing under the laws of the State of California.

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     2.    AUTHORITY.  The execution, delivery and performance of
each Transaction Document to which it is a party does not violate
the  articles  of  organization or  the  operating  agreement  of
Gridiron  Marketing, cause a limitation on its powers,  or  cause
the powers of its directors, officers or managers to be exceeded;

     3.    ADVERSE CONTRACTS, ETC.  The execution and delivery of
this   Agreement  and  the  performance  by  Gridiron   Marketing
thereunder  will  not:  (a) result in a breach of  any  terms  or
conditions of or constitute a default under any statute,  written
indenture, contract, instrument, agreement, license or  lease  to
which  Gridiron  Marketing  is  a  party  or  by  which  Gridiron
Marketing  is  bound; (b) constitute an event which would  permit
any party to modify, alter, amend, cancel or otherwise affect  or
terminate  any  such indenture, contract, instrument,  agreement,
license or lease; or (c) interfere with, conflict with or violate
any judgment, injunction, decree, order, license or franchise  of
any  court, governmental authority, regulatory commission, board,
agency, association or administrative body.

     4.   GOOD FAITH.  Gridiron Marketing represents and warrants
that  it  will use its good faith efforts to create a market  and
pursue all marketing opportunities for Commemorative Products.

     5.   LITIGATION. There is no litigation, arbitration, claim,
governmental   or   other   proceeding  (informal   or   formal),
investigation pending or threatened (or any basis therefor  known
to Gridiron Marketing) against or affecting Gridiron Marketing or
its   Affiliates  which,  if  determined  adversely  to  Gridiron
Marketing,  could  have  an adverse effect  on  the  transactions
contemplated  by  the  Transaction  Documents  or  the  financial
condition  or  operations  of  the Company,  Authentic  Products,
Gridiron Marketing and their respective Affiliates.

     6.    BREACH.   There  is  no Event  of  Breach  under  this
Agreement, now existing or hereafter executed, and no event,  act
or omission has occurred and is continuing which, with applicable
notice  or  the  passage of time or either, would  constitute  an
Event of Breach hereunder.

     B.   REPRESENTATIONS AND WARRANTIES OF AUTHENTIC PRODUCTS

     1.   DUE INCORPORATION.  Authentic Products is a corporation
duly  organized, validly existing and in good standing under  the
laws of the State of Nevada.

     2.    AUTHORITY.  The execution, delivery and performance of
each Transaction Document to which it is a party does not violate
the  articles  of incorporation or bylaws of Authentic  Products,
cause  a  limitation on its powers, or cause the  powers  of  its
directors, officers or managers to be exceeded;

     3.    ADVERSE CONTRACTS, ETC.  The execution and delivery of
this   Agreement  and  the  performance  by  Authentic   Products
thereunder  will  not:  (a) result in a breach of  any  terms  or
conditions of or constitute a default under any statute,  written
indenture, contract, instrument, agreement, license or  lease  to
which  Authentic  Products  is  a party  or  by  which  Authentic
Products is bound; (b) constitute an event which would permit any
party  to  modify,  alter, amend, cancel or otherwise  affect  or
terminate any such indenture, contract, instrument, agreement,

                               -6-
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license or lease; or (c) interfere with, conflict with or violate
any judgment, injunction, decree, order, license or franchise  of
any  court, governmental authority, regulatory commission, board,
agency, association or administrative body.

     4.   GOOD FAITH.  Authentic Products represents and warrants
that  it  will use its good faith efforts to create a market  and
pursue all marketing opportunities for Commemorative Products.

     5.   LITIGATION. There is no litigation, arbitration, claim,
governmental   or   other   proceeding  (informal   or   formal),
investigation pending or threatened (or any basis therefor  known
to Authentic Products) against or affecting Authentic Products or
its  Affiliates  which,  if  determined  adversely  to  Authentic
Products,  could  have  an  adverse effect  on  the  transactions
contemplated  by  the  Transaction  Documents  or  the  financial
condition  or  operations  of  the Company,  Authentic  Products,
Gridiron Marketing and their respective Affiliates.

     6.    BREACH.   There  is  no Event  of  Breach  under  this
Agreement, now existing or hereafter executed, and no event,  act
or omission has occurred and is continuing which, with applicable
notice  or  the  passage of time or either, would  constitute  an
Event of Breach hereunder.

V.   UNDERTAKINGS DURING TERM OF AGREEMENT

     A.   GOOD FAITH AND COOPERATION

     Authentic Products and Gridiron Marketing severally warrant,
represent and undertake in favor of the other the following:

     1.    PERFORMANCE.   The  Parties will duly  and  punctually
perform all of their respective obligations under the Transaction
Documents;

     2.    DILIGENCE.   The Parties will at all  times  act  with
commercially reasonable diligence to achieve the fruition of  the
transactions contemplated in the Transaction Documents;

     3.     COOPERATION.    In  all  their  dealings   with   all
governmental   authorities,  licensing   bodies,   administrative
agencies  and  other  third parties with  jurisdiction  over  the
Company,  Authentic Products, Gridiron Marketing or any of  their
respective  Affiliates,  the  Parties  will  cooperate  with  the
aforementioned entities and will act in the best interests of the
Company  except to the extent that the licenses and/or franchises
of  either  Authentic Products or Gridiron Marketing  or  any  of
their respective Affiliates are jeopardized; and

     4.    GOOD  FAITH.  The Parties will deal at all times  with
the  other honestly and with the utmost good faith to achieve the
commercial  objectives  of  the  Company.   Notwithstanding  this
provision,  the  Parties  hereby  declare  and  agree  that  this
undertaking  of  honesty and good faith does not  and  shall  not
create  any additional fiduciary relationship between the Parties
other  than  those  normally imposed  on  members  of  a  limited
liability company as a matter of law.

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     B.   AUTHORITY AND DUE EXECUTION

     Authentic Products and Gridiron Marketing severally warrant,
represent and undertake in favor of the other the following:

     1.    ENFORCEABILITY.  Each Transaction Document to which it
is  a party constitutes a valid and legally binding obligation to
the  Party enforceable in accordance with their respective rights
subject to:

          (a)  any statute of limitations;
     
          (b)   any  laws of bankruptcy, insolvency, liquidation,
     reorganization  or  other laws affecting  creditor's  rights
     generally; and
     
          (c)  any defenses of set-off or counterclaim.
     
     2.    EXECUTION AND DELIVERY.  The execution and delivery of
each  Transaction  Document to which  it  is  a  party,  and  the
performance  of  or  compliance with its obligations  under  each
Transaction Document to which it is a party does not violate  any
law  or  regulation or any material agreement or  arrangement  to
which the Party is a party or which is binding upon it or any  of
its assets;

     3.    BEST  INTERESTS.   The execution of  each  Transaction
Document  to  which  it  is a party is  in  the  best  commercial
interests of that Party;

     4.     INSOLVENCY.    No  event  involving  insolvency   has
occurred, or, to the knowledge of the Party, could reasonably  be
expected to occur, in relation to the Party.

     5.    PERMISSIONS.  Each Party has obtained or effected  all
material  authorizations, approvals, consents, licenses, permits,
exemptions,  filings,  registrations,  notifications  and   other
requirements  of  any  state, municipal or federal  governmental,
judicial,  or public authority or body which must be obtained  in
the  jurisdiction of its incorporation and any other jurisdiction
before  the entry into, or performance of its obligations  under,
each  Transaction Document to which it is a party  and  all  such
permissions are in full force and effect and any conditions  upon
which the permissions were given have been, and will continue  to
be, complied with.

     6.    MAINTENANCE.  Each Party will obtain and  maintain  in
full  force  and  effect and comply with the  conditions  of  all
permissions  which are required after the date of this  Agreement
and  in  connection with the performance by it of its obligations
under each Transaction Document to which it is a party.

     C.   OPPORTUNITY

     In  the  event  that  either Paul-Son,  Authentic  Products,
DeBartolo, Gridiron Marketing or their respective Affiliates  are
approached  with  or learn of any marketing or sales  opportunity
for the development, manufacturing and marketing of Commemorative
Products  or for the development, manufacturing and marketing  of
Non-Gaming Commemorative Playing Cards to

                               -8-
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customers  within the gaming industry, the relevant  party  shall
immediately refer the opportunity to the chief executive  officer
or  other appropriate officer of the Company and a report thereof
will be made to the Board of Managers.  Only upon the affirmative
resolution by the Board of Managers that such opportunity is  not
in  the  best  interests of the Company may  the  relevant  party
pursue  the  opportunity  outside the Company.   The  undertaking
agreed  upon by Paul-Son, Authentic Products, DeBartolo, Gridiron
Marketing or their respective Affiliates in this Section C  shall
not  extend to the San Francisco Forty-Niners to the extent  that
the  San  Francisco Forty-Niners are required to comply with  the
rules,  regulations,  programs and/or policies  of  the  National
Football  League  or  are  pursuing opportunities  for  football-
related merchandise outside the scope of Commemorative Products.

     D.   CONFIDENTIALITY

     Authentic  Products, Gridiron Marketing and their respective
Affiliates hereby warrant, covenant and agree that it shall  hold
in  strictest  confidence, and shall not at any time  or  in  any
manner, either directly or indirectly, divulge, disclose, copy or
communicate  to any person, firm or corporation, any  proprietary
or  confidential information concerning any matter  affecting  or
relating  to  the  business  of  the  Company.   The  warranties,
covenants  and agreements set forth in this Section  IV.D.  shall
not  expire  for  any  reason, shall survive  the  expiration  or
termination  of  this Agreement and shall be  binding  upon  each
party  without  regard to the passage of time  or  other  events.
Notwithstanding the foregoing, this section shall  not  apply  to
any  disclosure  required  or deemed necessary  by  either  party
pursuant to any federal, state or local law, and/or the rules  or
regulations  promulgated thereunder, to  which  either  party  is
subject.

     E.   EXCLUSIVITY

     1.    EXCLUSIVITY  OF  PAUL-SON GAMING  SUPPLIES.   Paul-Son
Gaming  Supplies shall be the exclusive manufacturer and supplier
of  all  products  developed, manufactured and  marketed  by  the
Company  during  the Term of this Agreement. To the  extent  that
Paul-Son  cannot supply the desired products to the Company,  the
Board  of Managers shall select the appropriate party from  which
to purchase the products.

     2.   EXCLUSIVITY OF THE COMPANY.  The Company shall have the
exclusive  right to market all Commemorative Products  developed,
manufactured and marketed by the Company during the Term of  this
Agreement.

     F.   COMPLIANCE WITH GOVERNING LAWS

     1.    GENERALLY.  Authentic Products, Gridiron Marketing and
their  respective  Affiliates  each  agree  to  comply  with  all
federal,  state and local laws, ordinances, rules and regulations
(including those of any foreign country) in connection  with  the
Company   and   the  performance  of  all  of  their   respective
obligations under the Transaction Documents.

     2.     GAMING  AUTHORITIES.   Authentic  Products,  Gridiron
Marketing   and   their  respective  Affiliates  understand   and
acknowledge that the Parties and their respective Affiliates  are
subject  to various gaming, licensing and regulatory authorities.
Authentic Products and Gridiron Marketing

                               -9-
<PAGE>

shall  not  take any action or fail to act if it would  adversely
effect  or  jeopardize each Party's or each  Party's  Affiliate's
gaming or other licenses in any jurisdiction.  Authentic Products
and  Gridiron  Marketing agree that any breach of  this  covenant
would  not be adequately compensible in damages and agrees  that,
in  the event of any breach by either party of this covenant, the
non-breaching party shall, in addition to any claim  for  damages
for  breach  of  covenant  to which  they  may  be  entitled,  be
authorized  and entitled to seek and obtain equitable  relief  by
way   of   injunction  or  otherwise  in  a  court  of  competent
jurisdiction.   Authentic  Products and Gridiron  Marketing  have
adopted  certain regulatory compliance policies  and  each  party
agrees   to  provide  to  the  other  party  such  documentation,
information  and assurances regarding himself and any  employees,
brokers,  agents  and  others  that  may  be  necessary  for  the
requesting   party  to  comply  with  its  regulatory  compliance
policies.

     G.   INTELLECTUAL PROPERTY RIGHTS

     1.   INTELLECTUAL PROPERTY OF THE COMPANY.  All intellectual
property developed and created by the Company, including, but not
limited  to,  trademarks,  trade names, copyrights  or  licensing
rights, shall be the property of the Company.

     2.     INTELLECTUAL  PROPERTY  OF  PAUL-SON   AND   GRIDIRON
MARKETING.  All intellectual property previously owned by  either
Paul-Son,  Gridiron  Marketing and their  respective  Affiliates,
including,  but not limited to, manufacturing formulas,  patents,
licensing  rights,  franchise rights or  any  other  intellectual
property right, shall not become the intellectual property of the
Company and shall remain the property of the individual parties.

     H.   TAX AND STRUCTURE

     Authentic  Products and Gridiron Marketing  agree,  in  good
faith,  to  seek to resolve and minimize the tax consequences  of
the structure and timing of the transactions contemplated herein.

     I.   PRESS RELEASES

     Press Releases of Authentic Products, Gridiron Marketing and
their Affiliates concerning the Company shall be submitted to the
chief   executive   officer   of  the   Company   for   approval.
Notwithstanding the foregoing, this section shall  not  apply  to
any  disclosure  required  or deemed necessary  by  either  party
pursuant to any federal, state or local law, and/or the rules  or
regulations  promulgated thereunder, to  which  either  party  is
subject.

VI.  BREACH AND CURE PERIODS

     A.   BREACH

     Authentic Products and Gridiron Marketing agree that any one
or  more  of  the following shall constitute a breach  ("Breach")
under this Agreement:

     1.    if any Party commits any breach of any representation,
warranty  or  covenant  of  this  Agreement  or  any  Transaction
Document;

                              -10-
<PAGE>

     2.    if a Party shall file a petition in bankruptcy or  for
reorganization or for an arrangement pursuant to any  present  or
future  federal  bankruptcy  act or code  or  under  any  similar
federal  or  state  law, or shall be adjudicated  a  bankrupt  or
insolvent  or  shall make an assignment for the  benefit  of  its
creditors  or  shall admit in writing its inability  to  pay  its
debts generally as they become due;

     3.   if a petition or answer proposing the adjudication of a
Party  hereto  as  a  bankrupt or its  reorganization  under  any
present  or future federal bankruptcy act or code or any  similar
federal  or  state  law  shall be filed in  any  court  and  such
petition  or  answer  shall not be discharged  or  denied  within
ninety (90) days after the filing thereof;

     4.   if a receiver, trustee or liquidator shall be appointed
in  any  proceeding  brought against a Party  and  shall  not  be
discharged within ninety (90) days after such appointment, or  if
a Party shall consent to or acquiesce in such appointment;

     B.   NOTICE OF BREACH

     Upon a Breach, a nonbreaching Party shall have the right  to
give  a  notice  (a  "Remedy  Notice")  to  the  breaching  Party
requiring the remedy of the Breach, and the breaching Party shall
have  a  period of thirty (30) days to cure the Breach.   If  the
Breach cannot be cured within said thirty (30) day period by  the
exercise  of reasonable diligence, the period to cure the  Breach
shall  continue  as long as the Party takes all  steps  that  are
practical  under  the  circumstances  to  begin  the   cure   and
diligently prosecutes the cure to completion.

     C.   RIGHTS AND REMEDIES UPON BREACH

     If  a  Breach is not cured pursuant to Section VI.B.  above,
then  an Event of Breach shall occur.  Upon the occurrence of  an
Event of Breach, the nonbreaching Party shall be entitled to:

     1.   terminate the Agreement pursuant to Section VII of this
Agreement; or

     2.    cure the Breach.  If the nonbreaching Party cures  the
Breach,  the  breaching  Party shall reimburse  the  nonbreaching
Party  for  its expenses in curing such Breach.  The nonbreaching
Party  shall be entitled to interest at ten percent (10%) on  its
expenses  in  curing the Breach.  Interest shall be payable  from
the dates on which the nonbreaching Party shall have incurred the
applicable expenses to the date of reimbursement.

VII. TERMINATION OF THIS AGREEMENT

     This  Agreement shall terminate upon the occurrence  of  any
one of the following:

     1.    upon an uncured breach pursuant to Section VI of  this
Agreement.

     2.    upon  the  written notice from a court of  appropriate
jurisdiction,    gaming   authority,   governmental    authority,
administrative agency, the National Football League, or any other
major  licensing  body,  wherein this Agreement  jeopardizes  the
licenses  or  franchises of either Authentic  Products,  Gridiron
Marketing or their respective Affiliates, provided that Authentic
Products,

                              -11-
<PAGE>

Gridiron  Marketing  and their respective  Affiliates  have  used
their  good  faith  efforts to cure the subject  matter  of  such
written notice within the applicable time period;

     3.   upon the dissolution of the Company; or

     4.   upon expiration of the Term.

VIII.     REMEDIES UPON TERMINATION

     Upon a termination of this Agreement pursuant to Section VII
of  this  Agreement, the nonbreaching Party shall be entitled  to
exercise all remedies available to such party, whether at law  or
in  equity,  and  shall be entitled to dissolve the  Company  (in
accordance  with  the  respective terms  and  provisions  of  the
Operating Agreement).

IX.  ARBITRATION

      Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration
administered   by   the  American  Arbitration   Association   in
accordance  with  its  Commercial Arbitration  Rules.   A  single
arbitrator chosen by the parties to the dispute shall render  the
award and, should such parties be unable to choose an arbitrator,
each party shall appoint an arbitrator who in turn together shall
select  a  third  arbitrator  to render  the  award.   Any  award
rendered  pursuant to this Section IX shall be binding  upon  the
parties and shall not be subject to appeal in any forum or  court
of  law.   Judgment upon the award may be entered  in  any  court
having jurisdiction thereof.

X.   NOTICES

     All  notices  required or permitted to  be  given  hereunder
shall  be in writing and shall be deemed given (i) when delivered
in  person, (ii) when sent by facsimile transmission and followed
by regular mail, (iii) the next Business Day when delivered by  a
regularly scheduled overnight express carrier, and (iv) upon  the
expiration of five (5) Business Days when mailed by certified  or
registered  mail,  return receipt requested,  to  the  applicable
Party at the following addresses:

        TO:        Tucker DiEdwardo - Chief Executive Officer
                   Brand One Marketing, LLC
                   1700 S. Industrial Road
                   Las Vegas, Nevada  89102
                   Phone:  702-384-2425
                   Fax:  702-384-1965
        
                                  -12-
        <PAGE>
        
        TO:        Edward W. Muransky - President of DeMur, Inc.
                   Gridiron Marketing, LLC
                   999 Baker Way
                   Suite 420
                   San Mateo, California  94404
                   Phone:  415-286-9600
                   Fax:  415-286-9636
                   
        COPY TO:   Steven Kay, Esq.
                   Kay & Merkle
                   100 The Embarcadero Penthouse
                   San Francisco, California  94105
                   Phone:  415-357-1200
                   Fax:  415-512-9277
                   
        TO:        Eric P. Endy - President and Director
                   Authentic Products, Inc.
                   1700 S. Industrial Road
                   Las Vegas, Nevada  89102
                   Phone:  702-384-2425
                   Fax:  702-384-1965
                   
        COPY TO:   Laurence A. Speiser, Esq.
                   1700 S. Industrial Road
                   Las Vegas, Nevada 89102
                   Phone:  702-384-2425
                   Fax:  702-384-1965
                   
XI.  ADDITIONAL PROVISIONS

     A.   MERGER AND MODIFICATION

     Each  Party  agrees  that  this  Agreement  contains  and/or
incorporates  the  entire Agreement of the  Parties  hereto  with
respect  to  the  subject matter hereof and none of  the  Parties
shall  be  bound  by  anything  not expressed  in  this  writing,
including without limitation the Letter of Intent.  No alteration
or other modification of this Agreement shall be effective unless
such alteration or modification shall be in writing and signed by
the Parties hereto.

     B.   INCORPORATION  BY REFERENCE OF RECITALS,  EXHIBITS  AND
          SCHEDULES
          
     Each  Party agrees that the Recitals, Exhibits and Schedules
referenced  or specified herein are incorporated herein  by  this
reference as if fully set forth.

                              -13-
<PAGE>

     C.   HEADINGS

     Each  Party agrees that the subject headings of the Sections
and  Subsections of this Agreement are included only for purposes
of   convenience   of  reference,  and  shall  not   affect   the
construction or interpretation of any of the provisions hereof.

     D.   ATTORNEYS' FEES

     In  the  event that any action is filed in relation to  this
Agreement, the unsuccessful Party to such action shall pay to the
successful Party, in addition to all other sums that either Party
may  be  called  upon  to pay, the successful Party's  reasonable
attorneys'  fees  and  costs incurred  in  connection  with  such
action.

     E.   NONWAIVER

     Each  Party agrees that this no provision of this  Agreement
or  the right to receive reasonable performance of any act called
for by the terms hereof shall be deemed waived by a waiver of the
breach  thereof  as to any particular transaction or  occurrence.
Any  purported waiver shall not be valid unless it is in  writing
and signed by the Party to be charged thereby, and then, only  to
the extent set forth in such writing.

     F.   BINDING EFFECT

     Each  Party agrees that this Agreement shall be binding upon
and  shall  inure to the benefit of the parties hereto and  their
respective   successors,   predecessors,   parents,   affiliates,
subsidiaries,   divisions,  officers,  directors,   shareholders,
employees,  advisors,  consultants, insurers,  attorneys,  heirs,
executors,  administrators and any persons  claiming  rights  by,
through or under them.

     G.   NEUTRAL INTERPRETATION

     Each Party agrees that the provisions contained herein shall
not  be  construed in favor of or against any party because  that
party  or  its  counsel  drafted this  Agreement,  but  shall  be
construed  as  if  all parties prepared this Agreement,  and  any
rules  of  construction to the contrary are  hereby  specifically
waived.   The  terms of this Agreement were negotiated  at  arm's
length  by  the  parties  hereto and their respective  designated
attorneys.

     H.   TIME OF THE ESSENCE

     Each  Party  agrees that time will be of  the  essence  with
respect  to  all  time  periods  set  forth  in  the  Transaction
Documents  and  any other document or agreement executed  by  the
Parties   hereto  (or  any  of  them)  in  connection  with   the
development,   manufacturing  and  marketing   of   Commemorative
Products.

     I.   FORUM SELECTION AND CHOICE OF LAW

     Each Party agrees that this Agreement shall be governed  by,
and  construed  in  accordance with, the laws  of  the  State  of
Nevada.  Any action or proceeding commenced as a result of this

                              -14-
<PAGE>

Agreement shall be filed in a court in the State of Nevada  which
court  shall  have the sole and exclusive jurisdiction  over  any
matter brought under, or by reason of, this Agreement.

     J.   GOOD FAITH EFFORTS

     Should  any Party to the Transaction Documents be unable  to
deliver  to  the other Party hereto and thereto the documents  or
information required by such Party to be so delivered pursuant to
the  terms and provisions of the Transaction Documents, the Party
shall  make  every  reasonable effort to expeditiously,  in  good
faith,  achieve a fair, mutually-satisfactory practical  solution
in light of the facts and circumstances of a Party's inability to
deliver  the required documentation or information in  order  for
the  timely  development  of  Commemorative  Products  prior   to
terminating the Transaction Documents.

     K.   PARTIAL INVALIDITY

     Each Party agrees that if any term, condition, covenant,  or
provision of this Agreement, or any application thereof, shall be
held by a court of competent jurisdiction to be invalid, void  or
unenforceable, all provision, covenants, and conditions  of  this
Agreement  and  applications thereof not held  invalid,  void  or
unenforceable shall continue in full force and effect, unless the
essence  of the Agreement is thereby destroyed, and shall  in  no
way  be  affected,  impaired or invalidated thereby,  unless  the
essence of the Agreement is thereby destroyed.

     L.   CONSTRUCTION

     Each  Party  agrees  that all provisions of  this  Agreement
shall  be  deemed  and  construed to be  conditions  as  well  as
covenants as though in words specifically expressing or importing
covenants  and  conditions  for use in  each  separate  provision
hereof.  The language in all parts of this Agreement shall be  in
all cases construed simply according to its fair meaning, and not
strictly  for  or  against any Party.  This  Agreement  shall  be
construed  without  regard  to  any  presumption  or  other  rule
requiring construction against the Party causing the same  to  be
drafted.

     M.   COUNTERPARTS

     Each Party agrees that this Agreement may be executed in two
or more counterparts and shall be deemed to have become effective
when  and  only  when  all  Parties  hereto  have  executed  this
Agreement,  although it shall not be necessary  that  any  single
counterpart  be  signed by or on behalf of each  of  the  Parties
hereto,  and all such counterparts shall be deemed to  constitute
but one and the same instrument.

                              -15-
<PAGE>

     IN WITNESS WHEREOF, the Parties have executed this Agreement
as of the Effective Date.

AUTHENTIC PRODUCTS, INC.,
a Nevada corporation

      /s/ Paul S. Endy, Jr.
By:   Paul S. Endy, Jr.
Its:  Chief Executive Officer and Chairman
      of the Board


Gridiron Marketing, LLC,
a California limited liability company

      /s/ Edward W. Muransky
By:   Edward W. Muransky
Its:  President of DeMur, Inc., an Ohio
      corporation


     IN WITNESS WHEREOF, for good and valuable consideration, the
undersigned  execute  this Agreement only  for  the  purposes  of
acknowledging and accepting the provisions of Section  II.B.  and
Section V.C. of this Agreement.

DEBARTOLO ENTERTAINMENT, LIMITED LIABILITY COMPANY,
an Ohio limited liability company

       /s/ Edward W. Muransky
By:    Edward W. Muransky
Its:   President of DeMur, Inc., an Ohio
       corporation


PAUL-SON GAMING CORPORATION,
a Nevada corporation

       /s/ Paul S. Endy, Jr.
By:    Paul S. Endy, Jr.
Its:   Chief Executive Officer and
       Chairman of the Board
                                
                              -16-
<PAGE>

                            EXHIBIT A
                                
                        LETTER OF INTENT
                                
                              -17-
<PAGE>
                                
[PAUL-SON GAMING SUPPLIES, INC. LETTERHEAD]

March 18, 1997

Ed W. Muransky, President
DeBartolo Entertainment
999 Baker Way, Suite 420
San Mateo, CA 94404

Dear Ed:

This letter will set forth the basic terms of our agreement for
the marketing of "Trading Discs" and commemorative playing cards
pursuant to our meeting on Wednesday afternoon, January 29, 1997:

     1. Paul-Son Gaming Supplies, Inc. (herein after referred to
     as "Paul-Son") or it's nominee and DeBartolo Entertainment
     LL.C. (herein after referred to as "DeBartolo") or it's
     nominee shall join in a business venture in a newly formed
     company (herein after for purposes of this agreement
     referred to as "The Trading Disc Company"). Both parties
     will use their good faith efforts to create a market for,
     and pursue all marketing opportunities for "Trading discs"
     and commemorative playing cards outside the gaming industry.
     Based on our meeting on January 29, it has been
     preliminarily decided that the form of such entity shall be
     a Limited Liability Company, however Paul-Son and DeBartolo
     agree that they shall work together to determine to use
     whatever form of entity as shall be most advantageous to
     both. In addition to the formation of the entity, the
     parties agree that they shall enter into an operating
     agreement (herein after referred to as "The Agreement")
     which shall fully document the final agreement between the
     parties.
     
     2. Paul-Son and DeBartolo shall each share as equal 50%
     partners in The Trading Disc Company with a 50%-50%
     ownership of the assets and profits and a 50%-50% sharing of
     liabilities and losses.

     3. The name of the new entity shall be as determined by
     agreement of both parties.

     4. Paul-Son and DeBartolo shall each make an initial capital
     contribution of $100,000 each to capitalize The Trading Disc
     Company. Additional capital contributions, if needed, shall
     be provided equally by both companies in the amount(s) and
     times needed as determined by The Trading Disc Company's
     Board of Directors. Should either party be unwilling or
     unable to provide it's share of any additional capital
     required, the parties shall
     
<PAGE>
     
     resolve such situation as agreed upon in "The Agreement".

     5. The Trading Disc Company shall be governed by a Board of
     Directors which Paul-Son would recommend be comprised of
     eight (8) members, four of which shall be appointed by
     DeBartolo and four (4) of which shall be appointed by Paul-
     Son. This would allow for sufficient expertise from both
     companies to be represented on the Board. Any deadlock in
     voting by the Board shall be resolved by tie-breaking
     provisions to be agreed upon in "The Agreement". The Trading
     Disc Company's Board of Directors shall appoint such
     officers and employ such individuals as needed to accomplish
     the objectives of the venture. It is anticipated that the
     initial Company will employ a CEO and two or three
     employees.

     6. The term of the venture shall be as determined by mutual
     agreement of Paul-Son and DeBartolo as well as the
     provisions for termination of the venture. Conditions and
     terms under which the venture shall be terminated shall be
     as reflected in "The Agreement". Upon termination of the
     venture The Trading Disc Company shall be liquidated, with
     both parties receiving an equal 50% share of the liquidation
     proceeds after payment of all outstanding liabilities. It is
     recommended that any intellectual property or other assets
     owned by the venture that are not converted to cash upon
     termination, shall be subject to the "first right of
     refusal" or other dispute resolution provisions of the buy-
     sell agreement contained in "The Agreement" related to the
     interests of the parties in the venture, or shall remain as
     owned S0%-50% by both parties, with any later proceeds,
     whether from sale, rental, licensing, or other source, to be
     divided equally between the parties.

     It is recommended that the termination provisions to be
     agreed upon include a provision that the venture be
     terminated immediately upon written notice from any gaming
     or governmental authority of competent jurisdiction, the NFL
     or other major licensing body, wherein this agreement
     jeopardizes the licenses or franchises of either Paul-Son or
     DeBartolo. Should any such notice be received by either
     party, and provide for a cure of the stated item,
     information or situation which jeopardizes the licenses or
     franchises of either Paul-Son or DeBartolo within a set
     period of time, the venture shall not be terminated until
     both parties have exhausted their good faith efforts to cure
     such item, information or situation within the time allowed.

     7. Throughout the term of the venture, Paul-Son or it's
     nominee shall be the exclusive manufacturer and supplier of
     all products marketed by The Trading Disc Company. It is
     recommended that any products marketed by the Company which
     cannot be supplied by Paul-Son be purchased from mutually
     agreed upon vendors. Paul-son shall charge to The Trading
     Disc Company, for any products supplied by Paul-Son, it's
     cost, as determined by generally accepted accounting
     principles under the full absorption method consistent with
     the methods normally employed by Paul-Son for financial
     reporting purposes (which is defined as all direct costs of
     production plus an allocation of fixed production overhead
     and indirect costs), plus 15% for handling and overhead. All
     artwork, preparation and
     
<PAGE>
     
     freight charges shall be borne by The Trading Disc Company.

     8. Paul-Son shall grant to The Trading Disc Company the
     exclusive right to market it's non-gaming chip-like products
     during the term of this agreement to all markets outside the
     gaming industry. Paul-Son shall also grant to The Trading
     Disc Company the exclusive right to market non-gaming
     commemorative playing cards to the sports, entertainment,
     and travel industries and certain retail markets. Non-gaming
     commemorative playing cards shall be defined as any playing
     cards marketed with images or graphics depicting sports
     franchises, famous persons, places or events to customers
     who have no gaming operations. All of the following shall
     not be deemed non-gaming commemorative playing cards and
     shall remain the sole business opportunities of Paul-Son:

               - Generic non-gaming playing cards.

               - Paul-Son logo playing cards (i.e. "Paul-Son
                 Brand" cards similar to those sold by Paul-Son's
                 competitors "Bee", "Bicycle", "Hoyle" and
                 others, which are sold through mass market
                 retail outlets).

               - Cards sold to retail customers by Paul-Son
                 through it's own retail outlets which are not
                 related to the sports, entertainment or travel
                 industries.

     Notwithstanding the foregoing, the parties agree that should
     the Trading Disc Company learn of, or develop any
     opportunity for the sale of non-gaming commemorative cards
     to customers within the gaming industry, the parties will
     decide in good faith as to whether those particular sales
     should be sold through the Trading Disc Company or directly
     by Paul-Son.

     In addition, should either party be approached, or learn of
     any sales opportunity for marketing of the Company's
     products outside the gaming industry, it shall first refer
     that opportunity to The Trading Disc Company. Should the
     joint management of The Trading Disc Company determine that
     it is not in the best interests of the venture to pursue
     such opportunity, then either party shall have the right to
     pursue such opportunity on it's own.

     9. Any entity formed or incorporated under this agreement
     shall be formed or incorporated under the laws of the State
     where it would be most advantageous to the venture and the
     parties. Location of the Company's office(s) shall be as
     determined by the parties by joint agreement.

     10. It is recommended that the books and records of the
     Trading Disc Company be maintained at the direction of Paul-
     Son, with both parties having complete access to inspect,
     photocopy or use such books and records as necessary at any
     time.
     
     11. It is recommended that all intellectual property
     developed pursuant to this agreement
     
<PAGE>
     
     by the venture such as trademarks, trade names, copyrights
     or licensing rights be the property of The Trading Disc
     Company. All intellectual property previously owned by Paul-
     Son or DeBartolo prior to the date of this agreement
     including manufacturing formulas, patents, licensing rights,
     franchise rights or any other property rights shall remain
     the property of the individual parties.

     12. It is recommended that the parties enter into a buy-sell
     agreement regarding their interests in the venture upon
     terms and conditions to be agreed upon later in "The
     Agreement" including provisions for "first rights of
     refusal" and resolution of disputes between the parties.

     13. Both parties agree that they will cooperate fully with
     terms, provisions, audits or investigations of any gaming
     licensing or other governmental authorities, the NFL or
     other licensing or franchising body affecting or regulating
     the business(es) of The Trading Disc Company, Paul-Son and
     it's affiliates, or DeBartolo or it's affiliates.

     14. Both parties agree that the terms of this agreement and
     all information obtained in connection with the formation
     and operation of The Trading Disc Company shall be deemed
     confidential, and that neither party shall disclose any
     information regarding the Trading Disc Company, DeBartolo
     and/or it's affiliates and Paul-Son and/or it's affiliates
     except to employees and others on a "need to know" basis
     without the prior written consent of the other party, and
     may require that confidentiality agreements be executed with
     those employees and others restricting their disclosure of
     any information obtained. Specifically, the parties agree
     that any press releases regarding The Trading Disc Company
     shall be approved by the other party prior to issuance.
     Further provisions of this confidentiality clause shall be
     as documented in "The Agreement". Notwithstanding the
     foregoing, this provision shell not apply to any disclosure
     required or deemed necessary by either party pursuant to any
     federal, state or local law, and/or the rules or regulations
     promulgated thereunder, to which either party is subject.

     15. This letter of agreement shall be binding upon both
     parties, and both parties shall use their good faith efforts
     to execute any and all documents necessary to effectuate the
     terms of this agreement including the operating agreement
     and the entity formation documents within 30 days from the
     execution of this letter of agreement. Both parties agree to
     negotiate in good faith any and all other issues or
     provisions not addressed herein Should the parties fail to
     execute all required documents within 30 days, this
     agreement shall not terminate, but shall continue in full
     force and effect with both parties working diligently to
     complete and execute any remaining documentation unless
     notified in writing by the other party of it's intent to
     terminate this agreement.

<PAGE>

If these terms are acceptable to you and set forth the basic
terms of our agreement as discussed on January 29. 1997 and in
subsequent telephone conversations, please sign at the bottom of
this letter in the space provided below.

Yours sincerely,

/s/ Kirk Scherer C.P.A.
Kirk Scherer, C.P.A
Chief Financial Officer

Accepted and agreed to this 21st day of March, 1997.

     By /s/ Paul S. Endy               By /s/ Ed Muransky
     Its CEO                           Its President
     Paul-son Gaming Supplies, Inc.    DeBartolo Entertainment, Inc.
                                  
<PAGE>                                  

                            EXHIBIT B
                                
                  BRAND ONE MARKETING ARTICLES
                                
                              -18-
<PAGE>
                                
                    ARTICLES OF ORGANIZATION
                                
                               OF
                                
                    BRAND ONE MARKETING, LLC
                                
               A NEVADA LIMITED LIABILITY COMPANY
                                

      I, the undersigned, pursuant to the Nevada Revised Statutes
governing limited liability companies, hereby adopt the following
Articles of Organization for a limited liability company:


                            ARTICLE I
                              NAME

     The name of the limited liability company is:

                    Brand One Marketing, LLC.


                           ARTICLE II
                            DURATION

      The  latest date upon which Brand One Marketing,  LLC  (the
"Company") will dissolve shall be December 31, 2047.


                           ARTICLE III
                         RESIDENT AGENT

      The name and business address of the resident agent of this
Company is:

                    Kummer Kaempfer Bonner & Renshaw
                    3800 Howard Hughes Parkway
                    Seventh Floor
                    Las Vegas, Nevada  89109


                           ARTICLE IV
                          CONTINUATION
                                
       Upon   the   death,  retirement,  resignation,  expulsion,
bankruptcy  or dissolution of a member or the occurrence  of  any
other event which terminates the continued membership of a

<PAGE>

member  in this Company, not less than a majority in interest  of
the  remaining members may agree to continue the business of this
Company as provided in the Operating Agreement.


                            ARTICLE V
                           MANAGEMENT

     This Company shall be managed by a manager or managers.  The
following managers shall serve until the first annual meeting  of
members or until their successors are elected and qualified:

     NAME                          ADDRESS

     Edward J. DeBartolo, Jr.      999 Baker Way
                                   Suite 420
                                   San Mateo, California  94404

     Paul S. Endy, Jr.             1700 S. Industrial Road
                                   Las Vegas, Nevada  89102

     Edward W. Muransky            999 Baker Way
                                   Suite 420
                                   San Mateo, California  94404

     Martin S. Winick              1700 S. Industrial Road
                                   Las Vegas, Nevada  89102

                                
                                
                           ARTICLE VI
                            ORGANIZER

      The  name  and  business address of the organizer  of  this
Company  is  Kimberly  Schroeder  of  Kummer  Kaempfer  Bonner  &
Renshaw,  3800 Howard Hughes Parkway, Seventh Floor,  Las  Vegas,
Nevada 89109.

                                
                           ARTICLE VII
                            INDEMNITY

      SECTION 7.01  RIGHT TO INDEMNITY.  Every person who was  or
is  a  party, or is threatened to be made party to or is involved
in  any  action,  suit  or proceeding, whether  civil,  criminal,
administrative or investigative, by reason of the fact that he or
a  person  of  whom he is the legal representative is  or  was  a
manager  or member of this Company, or is or was serving  at  the
request of this Company as a manager of another limited liability
company, or as a director,

                               -2-
<PAGE>

officer  or  representative in a corporation, partnership,  joint
venture, trust or other enterprise, shall be indemnified and held
harmless to the fullest extent legally permissible under the laws
of  the  State of Nevada from time to time against all  expenses,
liability  and loss (including attorneys' fees, judgments,  fines
and amounts paid or to be paid in settlement) reasonably incurred
or  suffered  by  him  in connection therewith.   Such  right  of
indemnification shall be a contract right which may  be  enforced
in   any   manner  desired  by  such  person.   Such   right   of
indemnification shall not be exclusive of any other  right  which
such  managers, members or representatives may have or  hereafter
acquire,  and, without limiting the generality of such statement,
they   shall   be   entitled  to  their  respective   rights   of
indemnification under any operating agreement or other agreement,
vote of members, provision of law, or otherwise, as well as their
rights under this Article.

      SECTION 7.02  EXPENSES ADVANCED.  Expenses of managers  and
members incurred in defending a civil or criminal action, suit or
proceeding  by reason of any act or omission of such managers  or
members  acting  as  a manager or member shall  be  paid  by  the
Company  as  they  are  incurred and  in  advance  of  the  final
disposition  of the action, suit or proceeding, upon  receipt  of
any undertaking by or on behalf of the manager or member to repay
the amount if it is ultimately determined by a court of competent
jurisdiction  that  he is not entitled to be indemnified  by  the
Company.

      SECTION  7.03   OPERATING  AGREEMENT;  INSURANCE.   Without
limiting the application of the foregoing, the members may  adopt
a  provision  in the Operating Agreement from time to  time  with
respect  to indemnification, to provide at all times the  fullest
indemnification permitted by the laws of the State of Nevada, and
may cause this Company to purchase and maintain insurance or make
other  financial arrangements on behalf of any person who  is  or
was a manager or member of this Company as a member or manager of
another limited liability company, or as its representative in  a
corporation,   partnership,  joint  venture,   trust   or   other
enterprise against any liability asserted against such person and
incurred  in any such capacity or arising out of such status,  to
the  fullest extent permitted by the laws of the State of Nevada,
whether  or  not this Company would have the power  to  indemnify
such person.

      The indemnification and advancement of expenses provided in
this  Article shall continue for a person who has ceased to be  a
member, manager, employee or agent, and inures to the benefit  of
the heirs, executors and administrators of such a person.

                               -3-
<PAGE>

                          ARTICLE VIII
                     RETURN OF CONTRIBUTIONS

      A  member  may only demand cash in return for  his  or  its
contribution to capital, but the Company may require a member  to
accept  cash,  property,  promissory  notes  or  any  combination
thereof in return for the member's contribution to capital.

      IN  WITNESS WHEREOF, I have hereunto set my hand this  31st
day of July 1997.


                              /s/ Kimberly Schroeder
                              Kimberly Schroeder, Organizer





STATE OF NEVADA  
                 ss.
COUNTY OF CLARK

      This instrument was acknowledged before me on the 31st  day
of July 1997 by Kimberly Schroeder.

                              /s/ Carolyn D. Jackson
                              NOTARY PUBLIC in and for said
                              County and State

                               -4-
<PAGE>

                   CERTIFICATE OF ACCEPTANCE
                OF APPOINTMENT BY RESIDENT AGENT


IN THE MATTER OF BRAND ONE MARKETING, LLC:

     Kummer Kaempfer Bonner & Renshaw does hereby certify that on

the  31st  day  of  July  1997, it accepted  the  appointment  as

Resident Agent of the above-entitled limited-liability company in

accordance with Section 86.231 of the Nevada Revised Statutes.

      Furthermore,  that the registered office in  the  State  of

Nevada  is located at 3800 Howard Hughes Parkway, Seventh  Floor,

Las Vegas, Nevada  89109

      IN  WITNESS WHEREOF, I have hereunto set my hand this  31st

day of July, 1997.

                         Kummer Kaempfer Bonner & Renshaw


                         By:  /s/ Sherwood N. Cook
                              Sherwood N. Cook, Attorney

<PAGE>
                                
                            EXHIBIT C
                                
                       OPERATING AGREEMENT
                                
                              -19-
<PAGE>

                       OPERATING AGREEMENT
                                
                               OF
                                
                    BRAND ONE MARKETING, LLC
                                
               A NEVADA LIMITED LIABILITY COMPANY
                                

<PAGE>

                       OPERATING AGREEMENT
                               OF
                    BRAND ONE MARKETING, LLC
               A NEVADA LIMITED LIABILITY COMPANY
                                
                        TABLE OF CONTENTS
                                
                                                             PAGE
ARTICLE I. OFFICES..............................................1
     SECTION A. PRINCIPAL OFFICE................................1

ARTICLE II. PURPOSE.............................................1
     SECTION A. PURPOSE.........................................1

ARTICLE III. CAPITAL............................................1
     SECTION A. INITIAL CAPITAL.................................1
     SECTION B. CAPITAL ACCOUNTS................................1
     SECTION C. FEDERAL INCOME TAX ELECTIONS....................3
     SECTION D. MEMBER INTEREST OR MEMBERSHIP INTEREST..........3
     SECTION E. INTEREST........................................3
     SECTION F. REQUIRED ADDITIONAL CAPITAL CONTRIBUTIONS.......3

ARTICLE IV. MEMBERS.............................................4
     SECTION A. POWERS..........................................4
     SECTION B. SALARIES TO MEMBERS.............................4
     SECTION C. PURCHASES FROM MEMBERS..........................4
     SECTION D. OTHER VENTURES - LICENSING......................5
     SECTION E. GENERAL RESTRICTIONS............................5
     SECTION F. ACTION BY THE MEMBERS; MEETINGS; QUORUM;
                MAJORITY........................................6
     SECTION G. ACTION BY WRITTEN CONSENT.......................6
     SECTION H. PLACE OF MEETINGS OF MEMBERS....................6
     SECTION I. ANNUAL MEETINGS.................................6
     SECTION J. ANNUAL MEETINGS: NOTICE.........................6
     SECTION K. SPECIAL MEETINGS................................7
     SECTION L. WAIVER OF NOTICE................................7
     SECTION M. ADJOURNED MEETINGS AND NOTICE THEREOF...........7

                                i

<PAGE>

     SECTION N. DELEGATION OF AUTHORITY TO MEMBERS AND MANAGERS.7
     SECTION O. ADMISSION OF NEW MEMBERS........................7
     SECTION P. MEMBER LOANS....................................8
     SECTION Q. MAJOR DECISIONS; DEADLOCK; EVENT OF DEADLOCK....8
     SECTION R. BUY-SELL PROVISION; NOTICE......................8

ARTICLE V. TRANSFER OF MEMBERS' INTERESTS.......................9
     SECTION A. TRANSFER OF MEMBERS' INTERESTS..................9
     SECTION B. NO TRANSFER PERMITTED UNDER CERTAIN
                CIRCUMSTANCES..................................10
     SECTION C. RIGHT OF FIRST REFUSAL.........................10
     SECTION D. AUTHORITY OF THE COMPANY TO PURCHASE INTEREST..14
     SECTION E. REPRESENTATIONS AND WARRANTIES OF THE MEMBERS..14
     SECTION F. TRANSFEREE'S MEMBER INTEREST...................14
     SECTION G. SURVIVAL OF THE COMPANY........................14

ARTICLE VI. BOARD OF MANAGERS..................................15
     SECTION A. ELECTION, REMOVAL, RESIGNATION AND VACANCIES...15
     SECTION B. ACTIONS BY THE BOARD OF MANAGERS; MEETINGS;
                QUORUM; WRITTEN CONSENT........................15
     SECTION C. MANAGERS' POWERS...............................16
     SECTION D. BANK ACCOUNTS..................................16
     SECTION E. OFFICERS.......................................16

ARTICLE VII. PROFITS AND LOSSES................................18
     SECTION A. NET PROFITS AND LOSSES.........................18
     SECTION B. ALLOCATIONS OF DEDUCTIONS......................18
     SECTION C. SPECIAL ALLOCATIONS............................18
     SECTION D. CURATIVE ALLOCATIONS...........................19
     SECTION E. FEDERAL INCOME TAX.............................20

ARTICLE VIII. DISTRIBUTIONS....................................20
     SECTION A. OPERATING DISTRIBUTIONS........................20
     SECTION B. PAYMENT OF MEMBER LOANS........................20
     SECTION C. DISTRIBUTION ON DISSOLUTION AND LIQUIDATION....20

ARTICLE IX. ACCOUNTING AND RECORDS.............................21
     SECTION A. RECORDS AND ACCOUNTING.........................21
     SECTION B. ACCESS TO ACCOUNTING RECORDS...................21
     SECTION C. ANNUAL TAX INFORMATION.........................21

                               ii

<PAGE>

ARTICLE X. TERM................................................21
     SECTION A. TERM...........................................21

ARTICLE XI. DISSOLUTION OF THE COMPANY AND TERMINATION OF A
            MEMBER'S INTEREST..................................21
     SECTION A. DISSOLUTION....................................21
     SECTION B. DEATH OF A MEMBER; CONTINUATION................21
     SECTION C. OPTION TO PURCHASE DECEASED MEMBER'S INTEREST..22
     SECTION D. BANKRUPTCY, INSOLVENCY OR DISSOLUTION..........22

ARTICLE XII. TRUST MEMBERS.....................................23
     SECTION A. TRUSTEE LIABILITY..............................23
     SECTION B. STATUS OF SUCCESSOR TRUSTEES AS MEMBERS........23

ARTICLE XIII. INDEMNIFICATION..................................24
     SECTION A. INDEMNITY......................................24
     SECTION B. INDEMNITY FOR ACTIONS BY OR IN THE RIGHT OF
                THE COMPANY....................................24
     SECTION C. INDEMNITY IF SUCCESSFUL........................24
     SECTION D. EXPENSES.......................................25
     SECTION E. ADVANCE PAYMENT OF EXPENSES....................25
     SECTION F. OTHER ARRANGEMENTS NOT EXCLUDED................25

ARTICLE XIV. MISCELLANEOUS PROVISIONS..........................26
     SECTION A. COMPLETE AGREEMENT.............................26
     SECTION B. AMENDMENTS.....................................26
     SECTION C. APPLICABLE LAW.................................26
     SECTION D. HEADINGS.......................................26
     SECTION E. SEVERABILITY...................................26
     SECTION F. EXPENSES.......................................27
     SECTION G. HEIRS, SUCCESSORS AND ASSIGNS..................27
     SECTION H. EXECUTION......................................27
 
 SCHEDULE A....................................................28

                               iii

<PAGE>

                       OPERATING AGREEMENT
                               OF
                    BRAND ONE MARKETING, LLC
               A NEVADA LIMITED LIABILITY COMPANY
                                
     This Operating Agreement is made and entered into as of  the
4th  of  August 1997, by and between the undersigned  Members  of
BRAND ONE MARKETING, LLC.

                     ARTICLE I.     OFFICES
                                
Section A.     PRINCIPAL OFFICE

     The  principal  office  of  BRAND ONE  MARKETING,  LLC  (the
"Company")  in the State of Nevada shall be 1700 South Industrial
Road,  Las  Vegas,  Nevada 89102.  The Members  may  change  said
principal office at any time from one location to another in  the
State of Nevada or elsewhere.

                     ARTICLE II.    PURPOSE
                                
Section A.     PURPOSE

     The  purpose  of the Company shall be as set  forth  in  the
Master  Agreement dated as of July 30, 1997, by and  between  the
Members hereof (the "Master Agreement").  Any business beyond the
business  described therein shall require the  unanimous  written
consent of the Members.

                     ARTICLE III.   CAPITAL
                                
Section A.     INITIAL CAPITAL

     The initial capital of the Company shall be the sums of cash
or  the agreed fair market value of the property or services  (or
combination  of cash, property and services) contributed  to  the
Company  by the Members in such amounts or value as are  set  out
opposite  the name of each of the Members on Schedule A  attached
hereto  and incorporated herein by this reference which shall  be
amended  from  time  to  time  by  the  Board  of  Managers   (as
hereinafter defined) to reflect a current list of the  names  and
addresses of each current member.  In the event that property  is
contributed by a member as a capital contribution, such  property
shall  be free and clear of all liens and other interests  except
as may otherwise be agreed in writing by all members.

Section B.     CAPITAL ACCOUNTS

     Capital Accounts shall be established on the Company's books
representing the Members' respective capital contributions to the
Company.   The  term  "Capital Account" shall  mean  the  capital
account  maintained  for  such  Member  in  accordance  with  the
following provisions:

<PAGE>

     1.   Each Member's Capital Account shall be increased by:

          (a)  The amount of the Member's cash or in-kind capital
     contributions to the Company pursuant to Section A  of  this
     Article III;
          
          (b)   The fair market value of any property contributed
     by  the Member to the Company (net of liabilities secured by
     any such contributed property that the Company is considered
     to  assume or take subject to for purposes of Section 752 of
     the  Internal Revenue Code of 1986, as amended from time  to
     time [the "Code"]);
          
          (c)   The  amount  of  Net Profits (or  items  thereof)
     allocated to the Member pursuant to Article VII; and
          
          (d)    Any  other  increases  required  by  Regulations
     pursuant  to  the  Code, promulgated by  the  U.S.  Treasury
     ("Regulations").  If Section 704(c) of the Code  applies  to
     property  contributed by a Member to the Company,  then  the
     Members'  Capital Accounts shall be adjusted  in  accordance
     with Regulations Section 1.704-1(b)(2)(iv)(g).
     
     2.   Each Member's Capital Account shall be decreased by:

          (a)  The  amount of Net Losses  allocated to the Member
     pursuant to Article VII;
          
          (b)  All amounts  paid  or  distributed  to  the Member
     pursuant to Article VIII, other than amounts required to  be
     treated  as  a  payment  for  property or services under the
     Code;
          
          (c)  The  fair market value of any property distributed
     in  kind  to  the  Member (net of any liabilities secured by
     such distributed property that such Member is considered  to
     assume or take subject to for purposes of Section 752 of the
     Code); and
          
          (d)  Any other decreases required by the Regulations.
     
          Before  decreasing  a  Member's  Capital   Account  (as
described above) with respect to the distribution of any property
to  such  Member,   all  Members' accounts  shall be  adjusted to
reflect  the  manner  in which the unrealized income, gain, loss,
and  deduction  inherent  in  such  property (that  has  not been
previously reflected in  the  Members' Capital Accounts) would be
allocated among  the Members  if there were a taxable disposition
of such property  by the  Company  on  the  date of distribution,
in  accordance  with Regulations Section 1.704-1(b)(2)(iv)(e).
     
     3.   In determining the amount of any liability for purposes
of  Sections  B.1. and B.2. of this Article III, there  shall  be
taken  into  account Code Section 752(c) and any other applicable
provisions   of   the   Code  and  any  Regulations   promulgated
thereunder.

     4.     Members'  Capital  Accounts  shall  be  adjusted   in
accordance with, and upon the occurrence of an event described in
Regulations Section 1.704-1(b)(2)(iv)(f), including the  addition
of  new  Members  pursuant to Section O of  Article  IV,  or  the
receipt of additional capital contributions pursuant to Section F
hereof, to reflect a revaluation of the Company's assets  on  the
Company's  books.   Such  adjustments  to  the  Members'  Capital
Accounts shall be made in

                               -2-
                                
<PAGE>

accordance  with  Regulations  Section  1.704-1(b)(2)(iv)(g)  for
allocations of depreciation, depletion, amortization and gain  or
loss with respect to such revalued property.

     5.   All  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. The Members
shall   make   any   appropriate   modifications  in  the   event
unanticipated events might otherwise  cause  this  Agreement  not
to comply with Regulations Section 1.704-1(b).
     
Section C.     FEDERAL INCOME TAX ELECTIONS

     The  Company may make all elections for federal  income  tax
purposes,  including but not limited to an election, pursuant  to
Code  Section  754, to adjust the basis of the  Company's  assets
under  Code  Sections  734  or 743.  In  the  event  an  election
pursuant  to  Code Section 754 is made by the Company,  upon  the
adjustment  to  the basis of the Company's assets,  the  Members'
Capital  Accounts  shall  be  adjusted  in  accordance  with  the
requirements of Regulation Section 1.704-1(b)(2)(iv)(m).
     
Section D.     MEMBER INTEREST OR MEMBERSHIP INTEREST

     The  "Member Interest" or "Membership Interest" of a  Member
shall  be the percentage ownership of the Company by said  Member
as  shown on Schedule A, attached hereto, as such schedule may be
modified from time-to-time.  In the event of a revaluation of the
Company's assets pursuant to Section B.4 of this Article III  and
an  adjustment  to each Member's Capital Account, the  Membership
Interest of each Member shall, for purposes of this Agreement, be
adjusted  to  maintain the relative percentage of  each  Member's
respective Capital Account balance, as a percentage of the  total
of all Capital Accounts, prior to such revaluation.
     
Section E.     INTEREST

     No  interest  shall be paid or credited to  the  Members  on
their Capital Accounts or upon any undistributed profits left  on
deposit with the Company.
     
Section F.     REQUIRED ADDITIONAL CAPITAL CONTRIBUTIONS

     At such time as the Board of Managers unanimously determines
that   additional  capital  is  required  by  the  Company,  such
additional  capital contribution shall be made by the Members  in
proportion to the Member Interests.  If any Member should fail to
make  any  additional capital contribution on or before the  date
such  contribution is due, the other Member(s) may:  (1) loan  to
the  Company  the  amount of the additional capital  contribution
which  was not made by the other Member(s), such Member  Loan  to
accrue  interest  at three percent (3%) above  the  then  current
"prime  rate" charged by Bank of America, Nevada; or (2)  advance
to  the Company the amount of the additional capital contribution
which  was  not  made by the other Member(s) and  to  receive  in
return  for  such  additional capital contribution  an  increased
Member  Interest  in  the  amount that  such  additional  capital
contribution  bears  to the total capital  contributions  of  all
Members.   In  the  event  that any Member  elects  to  make  the
additional  capital  contribution  under  clause  (2)  above  and
thereby obtain an additional interest in the Company, the  Member
who failed to make the additional capital contribution shall have
sixty (60) calendar days to purchase the additional
     
                               -3-
                                
<PAGE>

Membership Interests received by the Member(s) who have made  the
additional  capital contribution for cash in an amount  equal  to
the  amount of the additional capital contribution plus  interest
thereon at three percent (3%) above the then current "prime rate"
charged by Bank of America, Nevada.

                     ARTICLE IV.    MEMBERS
                                
Section A.     POWERS

     Subject  to the provisions of this Operating Agreement,  the
Articles  of  Organization  of  the  Company  (the  "Articles  of
Organization"),  the Master Agreement and the provisions  of  the
Nevada  Revised  Statutes  (the  "NRS"),  all  powers  shall   be
exercised  by  or  under the authority of, and the  business  and
affairs  of  the  Company shall be controlled by,  the  Board  of
Managers.  Without prejudice to such general powers, but  subject
to the same limitations, it is hereby expressly declared that the
Members shall have the following powers:
     
     1.    To  select  and remove all Managers  of  the  Company,
subject  to  the  restrictions in Section A  of  Article  VI,  to
prescribe  such powers and duties for them as may  be  consistent
with this Operating Agreement, the Articles of Organization,  the
Master Agreement, and the NRS, to fix their compensation, and  to
require from them security for faithful service.
     
     2.   To change the principal office of this Company from one
location to another within or without the State of Nevada; to fix
and  locate  from time to time one or more subsidiary offices  of
the  Company;  and to designate any place within or  without  the
State  of  Nevada  for  the holding of any  Members'  meeting  or
meetings.
     
Section B.     SALARIES TO MEMBERS

     The  Board  of Managers shall have authority to pay  to  any
Member  a  reasonable salary for said Member's  services  to  the
Company.   It  is understood that the salary paid to  any  Member
under  the provisions of this Section shall be determined without
regard to the income of the Company and shall be considered as an
operating  expense  of the Company and shall be  deducted  as  an
expense  item  in determining the net profits and losses  of  the
Company.

Section C.     PURCHASES FROM MEMBERS

     The  Members agree that all purchases from or fees  paid  to
Members  for services rendered to the Company shall be at  "arm's
length"  on terms no less favorable to the Company than would  be
available from other commercially available services, except that
Paul-Son  Gaming Supplies, Inc., a Nevada corporation  ("Paul-Son
Gaming"), or its affiliates, shall be the exclusive supplier  and
manufacturer of all products developed, manufactured and marketed
by  the  Company.   The  Company  shall  purchase  all  such  raw
materials,  components, parts and finished products supplied  and
manufactured by Paul-Son Gaming or its affiliates pursuant to the
terms  and  conditions  of the standard  purchase  agreement  and
business  practices  ordinarily used by Paul-Son  Gaming  or  its
affiliates  in  the manufacturing and shipping of  its  products.
With  respect to the cost of all raw materials, components, parts
and  finished  products  supplied and  manufactured  by  Paul-Son
Gaming for the Company, Paul-Son Gaming shall charge its cost, as
determined by generally
     
                               -4-
                                
<PAGE>

accepted accounting principles, under the full absorption  method
consistent with the methods normally employed by Paul-Son  Gaming
for  financial reporting purposes (which is defined as all direct
costs  of  production  plus  an allocation  of  fixed  production
overhead  and  indirect costs), plus fifteen  percent  (15%)  for
handling  and overhead.  The cost of artwork and its  preparation
for  products produced by Paul-Son Gaming will be included in the
cost  of  the product, and the cost for all freight charges  with
respect to shipping of the products will be billed to the Company
by  Paul-Son  Gaming.  To the extent that Paul-Son Gaming  cannot
supply the certain products to the Company, the Board of Managers
shall  select  the appropriate party from which to purchase  such
products.

Section D.     OTHER VENTURES - LICENSING

     It is expressly agreed that the Members, or any of them, may
engage   in   other  business  ventures  of  every   nature   and
description, so long as such other business ventures are  not  in
competition with the Company or have been offered to and rejected
by  the  Board  of  Managers, independently or with  others,  and
neither the Company nor the Members shall have any rights in  and
to  any  independent venture or activity or the income or profits
derived therefrom.
     
     The  Members also expressly agree and acknowledge that  each
Member, in connection with other activities or business ventures,
is  or  may  be  subject to licensing by various governmental  or
other  entities  which may be affected by the operation  of  this
Company  or by any of its Members.  Each Member hereby agrees  to
furnish  any  information requested by any such  governmental  or
other  entity  and to otherwise cooperate to avoid  any  possible
loss of any such license.
     
Section E.     GENERAL RESTRICTIONS

     No  Member  or Manager, as described in Article  VI  hereof,
shall  have  the  right, power or authority  to  do  any  of  the
following  acts  without the prior written  consent  of  all  the
Members:

     1.   expend or use any Company money or property except upon
the account of and for the benefit of the Company;

     2.   borrow funds on behalf of the Company;

     3.   mortgage, lease, pledge, or otherwise dispose  of  all,
or substantially all, of the assets of the Company, other than in
the ordinary course of business;

     4.   pledge  any  of the Company's credit  or  property  for
other than Company purposes;

     5.   compromise, settle, or release any debt due the Company
except upon full payment thereof or except in the ordinary course
of business;

     6.   assign the Company's property in trust for creditors or
on the assignee's promise to pay the debts of the Company;

     7.   confess a judgment  against the Company, the  Company's
property, or any of the Members;

                               -5-
                                
<PAGE>

     8.   dispose of any of the goodwill of the Company business;

     9.   submit a Company claim or liability to arbitration; or

     10.  do  any  other  act which would make it  impossible  to
carry on the ordinary business of the Company.

Section F.     ACTION BY THE MEMBERS; MEETINGS; QUORUM; MAJORITY

     Management  of the Company is vested in, and all actions  of
the  Members  are  taken by, the Members in proportion  to  their
Membership Interests (as defined in Section D of Article III)  at
the  time  of the action taken.  Except as specifically otherwise
provided herein, the Members shall vote to approve a matter or to
take any action by the vote of Members at a meeting, in person or
by  proxy.  For any meeting of Members, the presence in person or
by  proxy of Members owning more than fifty percent (50%) of  the
Member  Interests at the time of the action taken (a  "Majority")
constitutes  a  quorum for the transaction of business.   Members
vote  in  proportion  to  their Member  Interest  and  an  action
approved  at a meeting by Members owning more than fifty  percent
(50%) of the total Membership Interest shall be the action of the
Members.

Section G.     ACTION BY WRITTEN CONSENT

     Except as otherwise provided herein, any action may be taken
by  the  Members without a meeting if authorized by  the  written
consent  of  Members  holding at least a Majority  of  the  total
Membership  Interests.  In no instance where action is authorized
by  written  consent  shall a meeting of  Members  be  called  or
noticed.  However, a copy of the action taken by written  consent
must be immediately sent to all Members.

Section H.     PLACE OF MEETINGS OF MEMBERS

     The first meeting of the Members shall be held at the office
of the Resident Agent of the Company as set forth in the Articles
of Organization.  All annual meetings and special meetings of the
Members shall be held at any place designated by the Members, or,
if  no such place is designated, then at the principal office  of
the Company.

Section I.     ANNUAL MEETINGS

     The  annual meeting of the Members shall be held on the  1st
day  of  April  of  each year at the hour of  5:00  p.m.  Pacific
Standard Time, beginning with the year 1998 or on such other date
and  time  as the Members shall specify in writing.  Should  said
day  fall upon a Saturday, Sunday or legal holiday, then any such
annual  meeting  of Members shall be held at the  same  time  and
place  on  the next day which is not a Saturday, Sunday or  legal
holiday.

Section J.     ANNUAL MEETINGS: NOTICE

     Written notice of each annual meeting signed by a Manager or
by  such  other person or persons as the Members shall designate,
shall  be  given to each Member entitled to vote at the  meeting,
either   personally  or  by  mail  or  other  means  of   written
communication, charges prepaid, addressed to such Member  at  its
address appearing on the books of the Company or given by him  to
the  Company  for  the purpose of notice.  If a Member  gives  no
address, notice shall be deemed

                               -6-
                                
<PAGE>

to  have been given him if sent by mail or other means of written
communication  addressed to the place where the principal  office
of  the  Company is situated.  All such notices shall be sent  to
each Member entitled thereto not less than ten (10) nor more than
sixty  (60) calendar days before each annual meeting,  and  shall
specify the place, the day and the hour of such meeting.

Section K.     SPECIAL MEETINGS

     Special meetings of the Members, for any purpose or purposes
whatsoever,  may  be called at any time by a Manager  or  by  the
Members.   Except in special cases where other express  provision
is made by Chapter 86 of the NRS, notice of such special meetings
shall  be  given  in  the same manner as for annual  meetings  of
Members.   Notices  of  any  special meeting  shall  specify,  in
addition to the place, day and hour of such meetings the  purpose
or purposes for which the meeting is called.

Section L.     WAIVER OF NOTICE

     The  transactions  of  any meeting of the  Members,  however
called  and noticed or wherever held, shall be as valid as though
had  at a meeting duly held after regular call and notice,  if  a
quorum  be  present, and if, either before or after the  meeting,
each  of the Members not present signs a written waiver of notice
or  a  consent  to  holding such meeting or an  approval  of  the
minutes  thereof.  All such waivers, consents or approvals  shall
be  filed with the records or made a part of the minutes  of  the
meeting.

Section M.     ADJOURNED MEETINGS AND NOTICE THEREOF

     Any  meeting  of  the  Members, whether annual  or  special,
whether or not a quorum is present, may be adjourned from time-to-
time  by the vote of a Majority, present in person or represented
by proxy, but in the absence of a quorum no other business may be
transacted  at  any such meeting.  Other than by announcement  at
the  meeting at which such adjournment is taken, it shall not  be
necessary to give any notice of an adjournment or of the business
to  be  transacted  at an adjourned meeting.  However,  when  any
meeting  of  the Members, either annual or special, is  adjourned
for  thirty  (30) calendar days or more, notice of the  adjourned
meeting shall be given as in the case of an original meeting.

Section N.     DELEGATION OF AUTHORITY TO MEMBERS AND MANAGERS

     Any  one or more of the Members or the Board of Managers may
at  any  time or times, and for such period as the Members  shall
determine,  be  delegated the authority  to  determine  questions
relating  to  specific  areas  of  the  conduct,  operation,  and
management of the Company.  Until such direction or delegation of
authority  is made, however, the Members and Managers shall  have
the  authority set forth in this Article IV, and in  Article  VI,
and that given them by the Members.

Section O.     ADMISSION OF NEW MEMBERS

     New  Members  may be admitted to membership in  the  Company
through  the  unanimous consent of the existing Members.   A  new
Member must agree to be bound by the terms and provisions of this
Operating  Agreement, as amended, the Articles  of  Organization,
the  Master  Agreement  and the NRS and upon  admission  the  new
Member  shall  have all rights and duties of  a  Member  of  this
Company.

                               -7-
                                
<PAGE>

Section P.     MEMBER LOANS

     The  Members may from time to time approve of a  loan  by  a
Member  to  the  Company.  Such loans ("Member Loans")  shall  be
repaid to the lending Member in accordance with the terms of this
Operating Agreement.

Section Q.     MAJOR DECISIONS; DEADLOCK; EVENT OF DEADLOCK

     1.    For  purposes  of  this  Agreement,  the  term  "Major
Decision" shall mean any action (or election not to act) by or on
behalf of the Company which may have, or which may be anticipated
to  have, a material effect on the business and operation of  the
Company,   including,  without  limitation,  matters   materially
affecting  the  ownership, operation, development,  construction,
financing,  and  sale  of assets or real property  owned  by  the
Company.   Major  Decisions shall include any Member  Loans,  any
loans in excess of One Hundred Thousand Dollars ($100,000.00)  to
be  obtained by or on behalf of the Company, whether  secured  or
unsecured,  any  expansions of the product line  of  the  Company
beyond the product line currently agreed upon by the Parties, any
dispositions  with respect to the intellectual  property  of  the
Company,  and  any  contracts (excluding contracts  for  sale  of
merchandise  or  purchase agreements for merchandise  to  fulfill
contracts  for  sales  entered into in  the  ordinary  course  of
business)  having  a  value in excess  of  One  Hundred  Thousand
Dollars ($100,000.00).

     2.    All  Major  Decisions shall be subject  to  the  prior
approval of a majority of the Managers then serving on the  Board
of  Managers.   In  the  event the Board of  Managers  is  evenly
divided  with respect to a Major Decision and a majority  of  the
Board  of  Managers is unable to agree with respect to a proposed
course  of  action concerning such Major Decision, the  Board  of
Managers shall immediately call a special meeting of the  Members
pursuant to Section K of this Article IV.

     3.    In  the  event  the Members, pursuant  to  a  Majority
thereof,  are  unable  to agree as to the  Major  Decision  at  a
Special  Meeting, a deadlock (the "Deadlock") shall be deemed  to
exist.

     4.    During the fifteen (15) day period after a Deadlock is
deemed  to  exist, the Members shall negotiate in good  faith  at
such  times and places as shall be deemed appropriate to  resolve
the  Deadlock.  In the event the Members, pursuant to a  Majority
thereof,  are unable to agree as to the Major Decision after  the
end of the fifteen (15) day period after a Deadlock, an event  of
deadlock ("Event of Deadlock") shall be deemed to exist.

Section R.     BUY-SELL PROVISION; NOTICE

     1.    OFFERING PERIOD.  Upon the occurrence of an  Event  of
Deadlock  and  for a period of thirty (30) days  thereafter  (the
"Offering  Period"), a Member (the "Offering Member")  may,  upon
written  notice ("Offering Notice") to the remaining Member  (the
"Non-Offering Member"):  (a) propose a price per each one percent
(1%)  of outstanding Membership Interests (the "Offering Price");
and (b) offer to purchase from the Non-Offering Member all of the
Non-Offering Member's Membership Interest, subject to  the  terms
of  this  Operating Agreement, at the Offering Price.   Upon  the
receipt of Offering Notice from the Offering Member, the Offering
Period  shall  terminate.  The failure of any Member  to  provide
Offering  Notice during the Offering Period shall  result  in  an
event of dissolution under Article XI of this Agreement.

                               -8-
                                
<PAGE>

     2.   RESPONSE PERIOD.  After receipt of Offering Notice, the
Non-Offering Member shall have a period of thirty (30) days  (the
"Response  Period") in which to unilaterally  elect,  by  written
notice  to  the Offering Member ("Response Notice"),  to  either:
(a)  purchase  all of the Offering Member's Membership  Interest,
subject to the terms of this Operating Agreement, at the Offering
Price; or (b) sell all of its Membership Interest to the Offering
Member, subject to the terms of this Operating Agreement, at  the
Offering  Price.   The  failure of  the  Non-Offering  Member  to
provide  Response  Notice  to  the  Offering  Member  within  the
Response  Period shall constitute an acceptance of the  terms  of
the Offering Member's offer to purchase the Non-Offering Member's
Membership Interest made pursuant to Section R.1. of this Article
IV.

     3.     PAYMENT.   The  purchase  price  for  the  Membership
Interests  sold  or purchased (the "Purchase Price")  under  this
Section  R  shall  be payable as follows:  the purchasing  Member
shall  make  an initial payment of twenty percent  (20%)  of  the
Purchase  Price  in cash or certified same day  funds  and  shall
deliver  a promissory note for the balance of the Purchase  Price
providing  for  terms payable in thirty-six  (36)  equal  monthly
installments of principal and interest with interest at the prime
rate  of  interest charged by Bank of America Nevada  plus  three
percent  (3%)  per  annum  on the Closing  Date  (as  hereinafter
defined)  of  the acquisition of purchase.  Such promissory  note
shall  be  secured by the Offered Interest purchased in  exchange
therefor and shall be prepayable without penalty in whole  or  in
part  at  any  time.   The  promissory note  or  notes  shall  be
unconditionally guaranteed as to payment and performance  by  the
controlling  affiliate of the purchasing Member.   Prior  to  the
payment  in  full of any such note or notes, no distributions  or
other  payments  shall  be made directly  or  indirectly  by  the
Company  to  the  remaining  Member or  any  person  or  entities
relating to the remaining Member (other than payments incurred in
the  ordinary course of the Company's business) unless and to the
extent  such  distributions or other payments are applied  toward
prepayment of such note or notes.  In the sole discretion of  the
purchasing  Member, the purchasing member may elect  to  pay  the
Purchase Price in full in cash or certified same day funds.   For
the  purposes  of this Section R, the term "Closing  Date"  shall
mean  the  last  day  of a thirty (30) day period  following  the
earlier  of either the receipt of Response Notice by the Offering
Member or the end of the Response Period.

     4.    NOTICE.  All notices required or permitted to be given
under  this  Section R shall be in writing and  shall  be  deemed
received:   (a) when delivered in person on a Business  Day;  (b)
when sent by facsimile transmission on the next Business Day from
evidence of confirmation of transmission and followed promptly by
first  class U.S. mail; (c) the next Business Day when  delivered
by  a  regularly scheduled overnight express carrier; or (d) upon
the expiration of five (5) Business Days when mailed by certified
or  registered mail, return receipt requested, to  the  Board  of
Managers of the Company at the offices of the Company.   For  the
purposes of this section, a "Business Day" is shall mean any  day
except Saturday, Sunday or legal holidays in the State of Nevada.

          ARTICLE V.     TRANSFER OF MEMBERS' INTERESTS
                                
Section A.     TRANSFER OF MEMBERS' INTERESTS

     1.    TRANSFERABILITY.  The interest of each Member of  this
Company  is  personal property.  Except as otherwise provided  in
this Operating Agreement, the transfer of a Member's

                               -9-
                                
<PAGE>

interest  is restricted.  Except for the transfer of  a  Member's
interest  to  a  parent company or wholly-owned  subsidiary,  the
transfer  of  a  Member's interest shall include  a  gift,  sale,
transfer, assignment, hypothecation, pledge, encumbrance  or  any
other disposition, whether voluntary or involuntary, by operation
of  law or otherwise, including, without limitation, any transfer
occurring upon or by virtue of the bankruptcy or insolvency of  a
Member; the appointment of a receiver, trustee or conservator  or
guardian for a Member or its property; or pursuant to the Will of
a  Member or the laws of descent and distribution in the event of
a  Member's  death;  pursuant to court  order  in  the  event  of
divorce,   marital  dissolution,  legal  separation  or   similar
proceedings; or pursuant to any loan or security agreement  under
which  any  of  the Member's interests are pledged  or  otherwise
serve as collateral, as well as the transfer of any such interest
in the event recourse is made to such collateral.  In the case of
a  Member which is a business entity, a transfer shall be  deemed
to  occur  upon  the direct or indirect transfer,  conveyance  or
other  disposition of more than forty percent (40%) of the voting
rights  or  more  than forty percent (40%) of the  right  to  the
profits of the Member entity.

     2.    RECORDATION OF TRANSFER.  A transfer of any Membership
Interest shall not be effective until it has been recorded in the
records of the Company.

     3.    LIMITATION ON PARTICIPATION.   If  the  Members of the
Company  who  hold a  Majority of the Membership Interests, other
than the Member  proposing to dispose of its Membership Interest,
do  not approve of a proposed transfer or assignment by unanimous
written  consent,  the  transferee  of  the  Member's  Membership
Interest  has no  right  to  participate in the management of the
business  and  affairs of the Company or to become a Member.  The
transferee is only entitled  to receive the share of profits,  or
losses, or other compensation by way of income  and  the   return
of  contributions,  to  which  the  transferring   Member   would
otherwise be entitled. If the transfer is approved by  the  other
non-transferring  Members  of the Company who hold a Majority  of
the  Membership Interests by written consent, the transferee  has
all the  rights and powers and is subject to all the restrictions
and  liabilities of his assignor, has the right to participate in
the management  of the business  and  affairs  of the Company and
becomes a substituted Member.

Section B.     NO TRANSFER PERMITTED UNDER CERTAIN CIRCUMSTANCES

     Notwithstanding  any other provision of  this  Agreement,  a
member shall not transfer all or any part of its interest if such
transfer  would cause the termination of the Company for  federal
income  tax  purposes or would violate any applicable federal  or
state securities laws.

Section C.     RIGHT OF FIRST REFUSAL

     Except as otherwise provided in this Operating Agreement  or
the laws of the State of Nevada, no Member shall, during the term
of  this Agreement, transfer (as defined in Section A above)  all
or  any  portion of its Member Interest, or any interest therein,
whether  now owned or hereafter acquired without first  complying
with  the  requirements of this Operating Agreement, unless  such
Member first gives the Company and, if appropriate hereunder, the
other Member(s) the opportunity to purchase or acquire all  or  a
portion of such Member's Interest proposed to be disposed  of  in
accordance with the following provisions:

                              -10-
                                
<PAGE>

     1.    In the event that any Member shall receive a bona fide
written  offer  from any person dealing at arm's length  for  the
transfer of all or part of its Membership Interest (the "Proposed
Transfer") (the transferring Member shall have the obligation  to
prove that an offer is bona fide) and that such Member desires to
accept  such  offer,  or  in  the event  that  any  Member  shall
otherwise  desire  to  transfer all  or  part  of  such  Member's
interest,  the Member shall, prior to accepting such offer,  give
the  Board of Managers written notice of the intention to make  a
transfer.   Such notice shall set forth the name of the  proposed
transferee(s),  the  interest proposed to  be  disposed  of  (the
"Offered  Interest"), the price, the terms of payment, all  other
material  terms of the proposed transaction and shall  specify  a
mailing address for purposes of any return notice hereunder.  The
Company  shall  have  the  option for a period  of  fifteen  (15)
calendar days from the actual receipt of such notice to agree  to
purchase  or acquire all or any portion of the Offered  Interest,
on  the  same  terms as those offered to the proposed transferee,
subject  to  Section  C.3 of this Article  V.   The  Company  may
exercise this option to purchase only by giving written notice to
the transferring Member.

     2.   If the Company declines or fails to exercise its option
to purchase or acquire all or any portion of the Offered Interest
pursuant  to Section C.1 of this Article V, or is legally  unable
to  do so, the disposing Member shall give written notice to  the
other Members containing the same information as set forth in the
notice  given  pursuant to Section C.1 of  this  Article  V,  and
further  setting forth the Offered Interest that the Company  has
not  agreed  to  purchase or acquire.  The Members receiving  the
notice  shall  in turn have fifteen (15) calendar days  from  the
actual receipt of such notice to agree to purchase or acquire all
or  any portion of the Offered Interest that the Company has  not
agreed  to  purchase or acquire, on the same terms and conditions
as  those offered to the proposed transferee, subject to  Section
C.3  of  this  Article V.  The other Members  may  exercise  this
option to purchase only by giving written notice to the disposing
Member.  In the event that more than one person has an option  to
purchase  hereunder, such persons may exercise  such  option  pro
rata  in  accordance with their respective holdings of Membership
Interests,  and if any such person declines or fails to  purchase
its  pro  rata  portion of the Offered Interest, or  any  portion
thereof,  the  other persons having such option  shall  have  the
right  to purchase that portion pro rata in accordance with their
respective  holdings  of Membership Interests  (or  otherwise  by
agreement).

     3.    The  terms  of  the purchase shall  be  determined  as
follows:

        (a)  In  the  event  that a proposed  transferee  of  any
   Offered  Interest has offered to acquire such Offered Interest
   for  a  consideration consisting in whole or in part of assets
   other than cash, cash equivalents or unsecured (other than  by
   the  Offered  Interest)  promissory notes,  then  any  persons
   having  options  to purchase or acquire such Offered  Interest
   pursuant  to Sections C.1 and C.2 of this Article V, shall  be
   deemed  to  have  agreed to purchase or acquire  such  Offered
   Interest  "on the same terms as those offered to the  proposed
   transferee" if such persons agree to pay in a lump sum (or  in
   cash  installments as permitted by Section C.3 (b)) an  amount
   per  Offered  Interest  equal to the  fair  market  value  per
   Offered  Interest  of such other form of  consideration.   The
   fair  market  value of such other consideration  shall  be  as
   follows:
   
            (i)     If  such  other  consideration  is  a  freely
          tradable and registered security publicly traded in the
          United States in the over-the-counter market and not on
          the   Nasdaq  National  Market  nor  on  any   national
          securities exchange, the closing per share bid price
          
                              -11-
                                
<PAGE>

          for  such  security  on  the  trading  day  immediately
          preceding  the  day of the closing on the  purchase  or
          acquisition of the Offered Interests;
          
            (ii)    If  such  other  consideration  is  a  freely
          tradable and registered security publicly traded in the
          United  States on the Nasdaq National Market  or  on  a
          national  securities exchange, the  per  share  closing
          price  for such security on the Nasdaq National  Market
          or  on  the  principal stock exchange on  which  it  is
          listed on the trading day immediately preceding the day
          of  the  closing on the purchase or acquisition of  the
          Offered  Interests; such closing price being  the  last
          reported  sale  price, or in the case no such  reported
          sale  takes  place  on such day,  the  average  of  the
          reported  closing bid and asked prices, in either  case
          in  the  Nasdaq  National Market or  on  the  principal
          national  securities exchange on which the security  is
          then listed;
          
            (iii)   If  such  other  consideration  is  an  asset
          (other than a security specified in clauses (i) or (ii)
          above) having a readily determinable value by reference
          to  a generally accepted published reporting source  or
          service, the last sale price for such asset reported by
          such   source   or  service  during  the  trading   day
          immediately  preceding the day of the  closing  on  the
          purchase or acquisition of the Offered Interests; or
          
            (iv)    In  all other cases, the appraised  value  of
          such  other  consideration  will  be  determined  by  a
          qualified independent appraiser selected by the  mutual
          agreement of the disposing Member on the one hand and a
          Majority of the other Member(s) on the other hand.   In
          such  event, a copy of the notice of intent to  make  a
          disposition shall be sent to each other Member  at  the
          same  time  as such notice is sent to the Company.   In
          the event that the Members cannot mutually agree on  an
          appraiser  within fifteen (15) calendar days after  the
          notice  of  intent  to make a disposition  is  actually
          received  by  the  Company, each  Member  who  holds  a
          Membership  Interest  in excess of twenty-five  percent
          (25%)  shall  appoint an Appraiser.   Within  five  (5)
          calendar  days  after all of the Appraisers  have  been
          designated  pursuant  to  the preceding  sentence,  the
          Appraisers  shall, by unanimous agreement,  select  one
          additional  independent appraiser, who,  together  with
          the   Appraisers,  shall  serve  as  a  committee  (the
          "Appraisal Committee") to review and analyze  the  fair
          market value of the Membership Interest at issue,  and,
          within ten (10) calendar days thereafter, the Appraisal
          Committee shall render its written decision as  to  the
          fair  market  value  of such interest.   The  appraised
          value  of  such other consideration shall be final  and
          binding  on  all parties hereto.  All costs  associated
          with  such  an appraisal shall be paid by the disposing
          Member.   The  time period set forth  herein  shall  be
          tolled  until the Company actually receives a  copy  of
          the   Arbitration  Committee's  written  decision,   in
          accordance with the notice provisions hereof, a copy of
          which  written  decision shall  accompany  all  notices
          given by the disposing Member.
          
        (b)  In  the  event  that a proposed  transferee  of  any
   Offered  Interest has offered to acquire such Offered Interest
   for  a  consideration consisting of cash, cash equivalents  or
   unsecured  (other  than  by the Offered  Interest)  promissory
   notes,  the  Company and each of the other  Members  shall  be
   permitted,  at  its or their option, to purchase  all  or  any
   portion  of  the Offered Interest in exchange for a promissory
   note in the principal amount of the purchase price payable  in
   not more
   
                              -12-
                                
<PAGE>

   than  thirty-six (36) equal monthly installments of  principal
   and  interest  with interest at three percent (3%)  above  the
   prime  rate of interest charged by Bank of America, Nevada  on
   the  closing date of the acquisition or purchase (or any lower
   rate offered by the proposed transferee) but in any event  not
   in  excess  of the maximum rate of interest then permitted  by
   applicable  law.  Any such note or notes shall be  secured  by
   the  Offered Interest purchased in exchange therefor and shall
   be prepayable without penalty in whole or in part at any time.
   In  the event that the Company purchases the interests,  prior
   to  the  payment  in  full  of any  such  note  or  notes,  no
   distributions  or  other payments shall be  made  directly  or
   indirectly  by  the Company to the remaining  Members  or  any
   person  or  entities relating to the remaining Members  (other
   than payments incurred in the ordinary course of the Company's
   business) unless and to the extent such distributions or other
   payments are applied toward prepayment of such note or notes.
   
     4.   The purchase of the Offered Interest shall be closed at
the time specified in the notice from the disposing Member as the
time  set  for the closing of the proposed transfer,  but  in  no
event  earlier  than  thirty  (30) calendar  days  following  the
exercise or expiration, as the case may be, of the last available
option to purchase.

     5.    If  all of the Offered Interests are not purchased  by
the  Company  or  the Members, or both, pursuant to  the  options
provided for above, then such unpurchased portion of the  Offered
Interest  may, subject to this Operating Agreement and applicable
laws,  be  transferred through the execution of an  agreement  to
transfer  such interests within fifteen (15) calendar  days  from
the  date  on  which the last available option to purchase  above
expires to the person and on the terms specified in the notice of
intention  to make a disposition.  Such transferee shall  receive
and hold such Interest subject to all provisions and restrictions
of  Section A of this Article V, except that neither the  Company
nor  any  other Member shall be required to purchase any of  such
Interest  from  such  transferee  or  any  subsequent  transferee
pursuant to Section C of this Article V and except that  no  such
transferee  or  subsequent transferee shall have  any  rights  to
purchase   any  Offered  Interest  pursuant  to  this   Operating
Agreement.  Any transfer of the Offered Interest after the end of
such  fifteen (15) calendar day period or any material change  in
the  terms of the Proposed Transfer from the terms set  forth  in
the  original  notice shall require a new notice of intention  to
make  a transfer.  Any transfer in violation of any provision  of
this  Agreement  shall  be  void and ineffectual  and  shall  not
operate  to  transfer  any interest or  title  to  the  purported
transferee.

     6.    Notwithstanding  any  other provision  hereof  to  the
contrary, neither the Company nor any Member will be required  to
close  on  the  purchase  or  acquisition  of  any  Interest   in
accordance therewith unless the representations and warranties of
the  disposing Member shall be true and correct in  all  material
respects as of the date of such closing, and the disposing Member
shall  deliver  a  certificate to such effect to  the  purchasing
parties  dated  as  of the closing date.  Any such  Interest  not
purchased  or acquired as a result of such a breach  may  not  be
disposed of to the otherwise proposed transferee(s).

     7.    All  notices required or permitted to be  given  under
this  Section C shall be in writing and shall be deemed received:
(a) when delivered in person on a Business Day; (b) when sent  by
facsimile transmission on the next Business Day from evidence  of
confirmation of transmission and followed promptly by first class
U.S.  mail;  (c)  the  next  Business Day  when  delivered  by  a
regularly  scheduled overnight express carrier; or (d)  upon  the
expiration of five (5) Business Days when mailed by certified  or
registered  mail,  return  receipt requested,  to  the  Board  of
Managers of

                              -13-
                                
<PAGE>

the  Company at the offices of the Company.  For the purposes  of
this  section,  a  "Business Day" is shall mean  any  day  except
Saturday, Sunday or legal holidays in the State of Nevada.

Section D.     AUTHORITY OF THE COMPANY TO PURCHASE INTEREST

     All  rights  and obligations of the Company to purchase  any
Membership  Interest of a Member are subject to the  restrictions
set forth in the statutes of the State of Nevada, if any, and  to
such  other  applicable restrictions as are now or may  hereafter
become effective.  Any redemption of such Membership Interest  by
the  Company  shall  be made only out of funds legally  available
therefor.

Section E.     REPRESENTATIONS AND WARRANTIES OF THE MEMBERS

     Each  of  the Members represents and warrants to the Company
and the other Members as follows:

     1.    Such Member will transfer good and marketable title of
its   Membership   Interest  free  and  clear   of   all   liens,
encumbrances, claims or rights of third parties of every kind and
nature whatsoever, subject to the provisions of this Agreement.

     2.    The  Interests of the Company owned by such Member  as
set  forth on Schedule A hereto have been duly authorized and are
fully  paid and non assessable except to the extent of a Required
Additional  Capital  Contribution as provided  in  Section  F  of
Article  III.  There are no existing options, warrants, calls  or
commitments on the part of any Member relating to such  Interests
of the Company which will not be terminated concurrently with the
execution   of   this   Agreement.   No  voting   agreements   or
restrictions  of  any kind other than those  set  forth  in  this
Agreement affect the rights of any such Interests of the  Company
or such Member.

Section F.     TRANSFEREE'S MEMBER INTEREST

     In  the  event  a  transferee acquires all or  part  of  the
Interest  of  an  existing  Member or Members,  the  transferee's
Member  Interest, for purposes of this Agreement,  shall  be  the
Member  Interest  of  the transferring Member  or  Members,  with
respect to the interest acquired by the transferee.

Section G.     SURVIVAL OF THE COMPANY

     In  the  event  that (a) the Company consists  of  only  two
members  and  (b)  the  Membership  Interest  of  one  member  is
purchased  in  its  entirety by another member  (the  "Purchasing
Member")  pursuant to the terms of this Section R of Article  IV,
Section  C of this Article V, Section C of Article XI and Section
D  of  Article XI, the Members hereby acknowledge and agree  that
the  Purchasing  Member has the power to nominate  a  third-party
("Third-Party Nominee") to which the Purchasing Member may assign
or  transfer all or part of the purchased Membership Interest  to
the  extent  necessary  to preserve the  Company's  status  as  a
limited liability company.

                              -14-
                                
<PAGE>

                ARTICLE VI.    BOARD OF MANAGERS
                                
Section A.     ELECTION, REMOVAL, RESIGNATION AND VACANCIES

     The Members agree that the business of the Company shall  be
managed  by four (4) Managers (the "Board of Managers"),  subject
to the following:

     1.   The  Board of Managers shall be elected annually by the
          respective  Members and each shall  hold  office  until
          such  Manager  shall  resign or  shall  be  removed  or
          otherwise   disqualified  to  serve  or  the  Manager's
          successor shall be elected and qualified;
          
     2.   Each  Member shall be entitled to elect the  number  of
          Managers which is proportional to the interest  in  the
          Company  owned  by  that Member at  the  time  of  such
          election;
          
     3.   Each Member may, at any time and for any reason, remove
          and  replace  the  Manager(s) elected  by  that  Member
          unless  the Member is no longer eligible to elect  that
          Manager due to a change in ownership of the Company;
          
     4.   Any  Manager  may resign at any time by giving  written
          notice  to  the  Members.  Upon  the  receipt  of  such
          written  notice,  the Member who elected  that  Manager
          shall  select the replacement unless the Member  is  no
          longer  eligible to elect that Manager due to a  change
          in ownership of the Company;
          
     5.   The  total number of Managers serving at any time shall
          be  sufficient so that any Member who holds an interest
          in  the  Company equal to fifteen percent (15%) of  the
          Company shall elect at least one Manager; and
          
     6.   In  the  event  of  a change in the  ownership  of  the
          Company,  the  Board  of Managers  then  elected  shall
          continue to serve until the anniversary their election,
          their resignation, their death or removal by the Member
          who elected them.
          
Section B.     ACTIONS BY THE BOARD OF MANAGERS; MEETINGS;
               QUORUM; WRITTEN CONSENT

      The  Board of Managers may vote to approve a matter  or  to
take  any action by the vote of Managers at a meeting, in  person
or by proxy, or by the written consent of Board of Managers.  For
any  meeting of the Board of Managers, the presence in person  or
by  proxy  of  Managers representing more than  one-half  of  the
Managers then serving constitutes a quorum for the transaction of
business.   Each member of the Board of Managers shall  have  one
vote and an action approved at a meeting of the Board of Managers
by  the  vote  of  over  one-half of all Managers  then  serving,
whether or not present at the meeting, shall constitute an action
of the Board of Managers.  For any written consent, the execution
of  the  written consent by Managers representing more than  one-
half  of  the Managers then serving constitutes a quorum for  the
transaction  of business.  Each member of the Board  of  Managers
shall  have  one  vote  and an action approved  via  the  written
consent of the Board of Managers having more than one-half of the
total number of votes shall constitute an action of the Board  of
Managers.

                              -15-
                                
<PAGE>

Section C.     MANAGERS' POWERS

     The Board of Managers shall have the following powers:

     1.    To  elect Officers to serve on behalf of the  Company.
Officers need not be Managers or Members but shall be employees.

     2.     To  select  and  remove  all  employees,  agents  and
representatives of the Company, prescribe such powers and  duties
for  them  as  may  be consistent with law, with  this  Operating
Agreement, the Articles of Organization and the Master Agreement,
fix  their  compensation,  and require  from  them  security  for
faithful service.

     3.   To conduct, manage and control the affairs and business
of  the  Company, and to make such rules and regulations therefor
consistent  with  the  law,  with this Operating  Agreement,  the
Articles of Organization and the Master Agreement.

     4.   To change the principal office of this Company from one
location to another within the State of Nevada; to fix and locate
from  time to time one or more subsidiary offices of the Company;
and  to designate any place within or without the State of Nevada
for the holding of any Members' meeting or meetings.

     5.    To borrow money and incur indebtedness for the purpose
of  the  Company,  and  to  cause to be  executed  and  delivered
therefor,  in  the  Company name, promissory  notes,  bonds,  and
debentures.

     6.   To appoint an executive committee and other committees,
and  to delegate to the executive committee any of the powers and
authority  of  the  Board of Managers in the  management  of  the
business  and affairs of the Company.  The Board of Managers,  in
their  discretion,  may  or may not be members  of  an  executive
committee.

Section D.     BANK ACCOUNTS

     From  time  to time, the Board of Managers may  designate  a
person  or  persons, whether such person is an Officer,  Manager,
Member  or  employee,  to  open and maintain  one  or  more  bank
accounts;  rent  safety  deposit boxes or  vaults;  sign  checks,
written directions, or other instruments to withdraw all  or  any
part of the funds belonging to the Company and on deposit in  any
savings  account  or  checking account;  negotiate  and  purchase
certificates  of  deposit, obtain access to the Company's  safety
deposit  box or boxes, and, generally, sign such forms on  behalf
of  the  Company  as  may  be required  to  conduct  the  banking
activities of the Company.

Section E.     OFFICERS

     In  the sole discretion of the Board of Managers, the  Board
of  Managers  may elect Officers of the Company who, if  elected,
shall  hold such titles and perform such duties as the  Board  of
Managers  may determine.  To the extent not specifically modified
by  the  Board of Managers, the Officers shall have the following
duties and responsibilities:

                              -16-
                                
<PAGE>

     1.    CHAIRMAN AND/OR CHIEF EXECUTIVE OFFICER ("CEO") -  The
Chairman and/or CEO shall preside at meetings of the Members  and
the  Board  of  Managers,  and shall  see  that  all  orders  and
resolutions of the Board of Managers are carried into effect.

     2.   VICE CHAIRMAN - The Vice-Chairman shall, in the absence
or  disability  of  the Chairman, perform the duties and exercise
the powers of the Chairman and shall perform such other duties as
the Board of Managers may from time to time prescribe.

     3.    PRESIDENT - The President shall be the chief operating
officer  of the Company and shall have active management  of  the
business  of the Company.  The President shall execute on  behalf
of the Company all instruments requiring such execution except to
the  extent the signing and execution thereof shall be  expressly
designated  by  the Board of Managers to some  other  officer  or
agent of the corporation.

     4.   VICE PRESIDENT - The Vice-President shall act under the
direction  of  the President and in the absence or disability  of
the President shall perform the duties and exercise the powers of
the  President.   The  Vice-President shall  perform  such  other
duties  and have such other powers as the President or the  Board
of  Managers  may  from  time to time prescribe.   The  Board  of
Managers  may designate one or more Executive Vice-Presidents  or
may  otherwise  specify  the  order of  seniority  of  the  Vice-
Presidents.  The duties and powers of the President shall descend
to the Vice-Presidents in such specified order of seniority.

     5.   SECRETARY - The Secretary shall act under the direction
of the President. Subject to the direction of the President,  the
Secretary  shall  attend  all meetings of  the  Manager  and  all
meetings  of  the  Members  and  record  the  proceedings.    The
Secretary  shall  give,  or cause to  be  given,  notice  of  all
meetings  of  the Members and special meetings of  the  Board  of
Managers,  and  shall  perform  such  other  duties  as  may   be
prescribed by the President or the Board of Managers.

     6.   TREASURER - The Treasurer shall act under the direction
of the President. Subject to the direction of the President,  the
Treasurer   shall  have  custody  of  the  corporate  funds   and
securities and shall keep full and accurate accounts of  receipts
and  disbursements  in books belonging to the Company  and  shall
deposit all monies and other valuable effects in the name and  to
the  credit  of  the  Company  in such  depositories  as  may  be
designated by the Board of Managers. The Treasurer shall disburse
the  funds  of the Company as may be ordered by the President  or
the   Board  of  Managers,  taking  proper  vouchers   for   such
disbursements, and shall render to the President and the Board of
Managers,  at  their  regular meetings,  or  when  the  Board  of
Managers  so require, an account of all transactions as Treasurer
and of the financial condition of the Company.

     If  required  by the Board of Managers, the Treasurer  shall
give  the  Company  a bond in such sum and with  such  surety  or
sureties  as  shall be satisfactory to the Board of Managers  for
the  faithful  performance of the duties of such person's  office
and  for the restoration to the Company, in case of such person's
death,  resignation, retirement or removal from  office,  of  all
books,  papers,  vouchers, money and other property  of  whatever
kind  in  such person's possession or under such person's control
belonging to the Company.

                              -17-
                                
<PAGE>

                ARTICLE VII.   PROFITS AND LOSSES
                                
Section A.     NET PROFITS AND LOSSES

     Subject to the provisions of Section E of this Article  VII,
the  "Net  Profits  and Losses" of the Company  for  any  Company
taxable  year  shall be allocated and credited  to  the  Members'
Capital  Accounts in proportion to the "Member Interest" of  each
respective  Member as defined in Section D of Article  III.   The
term  "Net Profits and Losses" of the Company shall mean the  net
income  or  loss  of the Company, as determined  by  auditors  or
accountants  employed by the Company, in accordance with  Section
703 of the Code, applied consistently with prior periods.

Section B.     ALLOCATIONS OF DEDUCTIONS

     1.    COMPANY  NONRECOURSE DEDUCTIONS.  Except as  otherwise
required  by  Section C and Section D of this  Article  VII,  all
Nonrecourse Deductions of the Company for any taxable year  shall
be  shared by the Members in proportion to their Member  Interest
on  the last day of such taxable year.  The amount of Nonrecourse
Deductions of the Company shall be determined in accordance  with
Regulations Section 1.704-2(c).

     2.    MEMBER  NONRECOURSE DEDUCTIONS.  Except  as  otherwise
required by Section C and Section D of this Article VII,  hereof,
all  Member Nonrecourse Deductions of the Company for any taxable
year  shall  be allocated in accordance with Regulations  Section
1.704-2(i)(1).  The amount of Member Nonrecourse Deductions shall
be  determined  in  accordance with  Regulations  Section  1.704-
2(i)(2).

Section C.     SPECIAL ALLOCATIONS

     1.   QUALIFIED INCOME OFFSET.  Except as provided in Section
C.2  of  this  Article VII, in the event any Member  unexpectedly
receives  any adjustments, allocations or distributions described
in   Section   1.704-1(b)(2)(ii)(d)(4),  (5)  or   (6)   of   the
Regulations, items of Company income and gain shall be  specially
allocated  to each such Member in an amount and manner sufficient
to  eliminate,  to  the extent required by the  Regulations,  the
adjusted  capital account deficit of such Member  as  quickly  as
possible.

     2.    MINIMUM  GAIN CHARGEBACK.  Notwithstanding  any  other
provision  of  this  Section C, if there is  a  net  decrease  in
Company Minimum Gain during any Company fiscal year, each  Member
who  would otherwise have an adjusted capital account deficit  at
the  end  of  such  year shall be specially  allocated  items  of
Company  income  and  gain  for such  year  (and,  if  necessary,
subsequent years) in an amount and manner sufficient to eliminate
such  Member's  adjusted capital account deficits as  quickly  as
possible.   The  items to be so allocated shall be determined  in
accordance  with Section 1.704-1(b)(4)(iv)(e) of the Regulations.
Notwithstanding any other provision of this Section C.2, if there
is  a  net  decrease  in  Minimum  Gain  attributable  to  Member
Nonrecourse debt during a Company Taxable Year, each Member  with
a   share  of  the  Minimum  Gain  attributable  to  such  member
Nonrecourse Debt shall be allocated items of income and gains for
such  year  (and, if necessary, subsequent years)  in  accordance
with  Regulations  Section 1.704-2(i)(4).  The  items  to  be  so
allocated  shall  be  determined in accordance  with  Regulations
Section 1.704-2(i).  This Section C.2 is intended to comply  with
the

                              -18-
                                
<PAGE>

minimum  gain  chargeback requirement in  such  sections  of  the
Regulations and shall be interpreted consistently therewith.

     3.    ALLOCATION OF REMAINING INCOME AND GAINS  ON  SALE  OR
OTHER  DISPOSITION.  Except as otherwise required by this Section
C,  income and gains arising from the sale, exchange, transfer or
disposition or condemnation of all or substantially  all  of  the
Company's  property  shall be allocated, for Federal  income  tax
purposes,  among those who shall be Members on the date  of  such
transaction or transactions as follows:

        (a)  If  one  or  more  Members has  a  negative  Capital
   Account  after  such Member's Capital Account is  adjusted  to
   reflect  any  allocation of gains under Section  B.2  of  this
   Article  VII,  but  before such Member's  Capital  Account  is
   adjusted to reflect any distribution under Section C  of  this
   Article  VII,  with respect to the disposition to  which  this
   section  is  being  applied, such income and  gains  shall  be
   allocated  to  such  Members in proportion to  their  negative
   Capital  Accounts  until  each such Member's  Capital  Account
   equals zero.
   
        (b)  To  the extent one or more Member's Capital  Account
   balance  is  less  than (i) the total of all Members'  Capital
   Account  balances times (ii) such Member's Membership Interest
   in  the Company (a "Capital Disparity"), such income and gains
   shall be allocated among such Members in proportion to Capital
   Disparities until all of the Members' Capital Accounts are, as
   nearly   as   possible,  in  proportion  to  their  Membership
   Interest.
   
        (c)  The  balance  of  such income  and  gains  shall  be
   allocated  to  the  Members in proportion to their  Membership
   Interest.
   
     4.    ASSIGNMENTS.   In  the event of an  assignment  of  an
interest  in the Company (other than an assignment by  reason  of
the death of a Member), the assigning Member's distributive share
of  Company  income,  gains,  loss, deductions  and  credits  and
expenditures not deductible in computing its taxable  income  (in
respect  of the interest so assigned) shall be the share of  such
items  attributable  to  such interest  accruing  prior  to  such
assignment  (based  on an interim closing of  the  books  of  the
Company),  and  the Assignee's share shall be the share  of  such
items  attributable to such interest after such assignment (based
on such interim closing).

     5.    MANDATORY SECTION 704(C) ALLOCATIONS.  Notwithstanding
the   foregoing,   to  the  extent  that  Code  Section   704(c),
Regulations  Section  1.704-3, 1.704-1(b)(2)(iv),  or  any  other
regulations  which  may  be proposed or  promulgated  under  Code
Section  704(c),  require allocations of Company  income,  gains,
losses or deductions in a manner which is different than that set
forth above, the provisions of Section 704(c) and the regulations
thereunder shall control such allocations among the Members.   In
the absence of a contrary agreement among the Members, such items
shall  be  allocated  in accordance with the "Traditional  method
with  curative  allocations"  set  forth  in  Regulations Section
1.704-3(c) or any successor regulation.

Section D.     CURATIVE ALLOCATIONS

     The  allocations set forth in Sections C.1. and C.2. of this
Article VII (the "Regulatory Allocations") are intended to comply
with  certain  requirements  of Regulations  Section  1.704-1(b),
Regulations Section 1.704-2, and Regulations Section 1.704-3  and
shall be interpreted and

                              -19-
                                
<PAGE>

applied  in  a manner consistent therewith.  Notwithstanding  any
other  provisions  of  this Section (other  than  the  Regulatory
Allocations),  the  Regulatory Allocations shall  be  taken  into
account  in allocating other profits, losses and items of income,
gain, loss and deduction among the Members so that, to the extent
possible,  the  net amount of such allocations of other  profits,
losses  and  other  items in the Regulatory Allocations  to  each
Member  shall  be  equal to the net amount that would  have  been
allocated  to each such Member if the Regulatory Allocations  had
not occurred.

Section E.     FEDERAL INCOME TAX

     It  is the intent of this Company and its Members that  this
Company  will  be  governed  by  the  applicable  provisions   of
Subchapter K, of Chapter 1, of the Code.

                  ARTICLE VIII.  DISTRIBUTIONS
                                
Section A.     OPERATING DISTRIBUTIONS

     The Company's Cash Available For Distribution shall, at such
times as the Board of Managers of the Company deem advisable,  be
distributed  among the Members in proportion to their  respective
Member  Interest,  as of the date of any such distribution.   The
term  "Cash Available For Distribution" shall mean the total cash
revenues   generated  by  the  Company's  operations   (including
proceeds  from  the sale or refinancing of Company assets),  less
all  cash  expenditures  of  the Company  for  debt  service  and
operating  expenses, and less a reasonable amount  determined  by
the Board of Managers to be set aside for reserves.

Section B.     PAYMENT OF MEMBER LOANS

     Under  all circumstances, Member Loans shall be repaid first
out  of  any  Cash Available for Distribution.  If  a  difference
exists between the Members in the amount of Member Loans made  to
the  Company,  any Member with more Member Loans outstanding  (in
value)  than another Member shall receive the first distributions
of  any available cash until that Member's Loan is in parity with
the  other  Member Loans, if any.  Thereafter, the  Member  Loans
will  be  repaid ratably to the Members with Loans.   It  is  the
intention of the Members that Member Loans will be repaid as cash
is  available  for  distribution  and  may  result  in  revolving
payments  to the Members as additional Member Loans are  advanced
to the Company.

Section C.     DISTRIBUTION ON DISSOLUTION AND LIQUIDATION

     In  the  event  of  the dissolution and liquidation  of  the
Company  for  any reason, after the payment of or  provision  for
creditors  pursuant  to NRS Section 86.521 and  other  applicable
law,  the Company's assets shall be distributed among the Members
in  accordance  with  their respective positive  Capital  Account
balances,   in   accordance  with  Regulations   Section   1.704-
1(b)(2)(ii)(b)(2).

                              -20-
                                
<PAGE>

              ARTICLE IX.    ACCOUNTING AND RECORDS
                                
Section A.     RECORDS AND ACCOUNTING

     The  books and records of the Company shall be kept, and the
financial position and the results of its operations recorded, in
accordance with the accounting methods elected to be followed  by
the  Company  for  federal income tax purposes.   The  books  and
records of the Company shall reflect all Company transactions and
shall  be  appropriate and adequate for the  Company's  business.
The  fiscal year of the Company for financial reporting  and  for
federal income tax purposes shall be the calendar year.

Section B.     ACCESS TO ACCOUNTING RECORDS

     All books and records of the Company shall be maintained  at
any office of the Company or at the Company's principal place  of
business,  or  as determined from time to time by  the  Board  of
Managers,    and   each   Member,   and   its   duly   authorized
representative, shall have access to them at such office  of  the
Company  and  the  right to inspect and copy them  at  reasonable
times.  The Company shall keep all records required to be kept at
the registered office of the Company by Chapter 86 of the NRS  at
such registered office of the Company.

Section C.     ANNUAL TAX INFORMATION

     The  Board of Managers shall use its best efforts  to  cause
the Company to deliver to each Member within ninety (90) calendar
days  after the end of each fiscal year all information necessary
for the preparation of such Member's federal income tax return.

                       ARTICLE X.     TERM
                                
Section A.     TERM

     The  term  of  this  Company shall begin  on  the  date  the
Articles  of Organization are filed with the Nevada Secretary  of
State   and  shall  continue  until  December  31,  2047,  unless
terminated  prior  thereto  in  accordance  with  the  provisions
hereof,  by  unanimous agreement of the Members  or  pursuant  to
Chapter 86 of the NRS.

            ARTICLE XI.    DISSOLUTION OF THE COMPANY
             AND TERMINATION OF A MEMBER'S INTEREST
                                
Section A.     DISSOLUTION

     This  Company  must  be dissolved on the death,  retirement,
resignation, expulsion, bankruptcy or dissolution of a Member  or
occurrence  of  any  other  event  which  terminates  a  Member's
continued membership in the Company, unless the business  of  the
Company  is continued by the consent of all the remaining Members
of the Company.

Section B.     DEATH OF A MEMBER; CONTINUATION

     After  the  death of a Member, if all the remaining  Members
consent  to the continuation of the business of the Company,  the
personal representative ("Representative") of the deceased

                              -21-
                                
<PAGE>

Member  and,  after  the  distribution of the  deceased  Member's
estate,   the   deceased  Member's  heirs  or   legatees,   shall
immediately succeed to the interest of the deceased Member in the
Company,  subject to the provisions of Section A  of  Article  V.
During administration of the estate of the deceased Member,  such
Representative  (and after distribution of the  deceased  Members
estate such heirs or legatees) shall only have the right to share
in the profits and losses of the Company.

Section C.     OPTION TO PURCHASE DECEASED MEMBER'S INTEREST

     Upon  the  death  of a Member, the Company  shall  have  the
option,  within sixty (60) calendar days of the Member's date  of
death,  to purchase the deceased Member's interest in the Company
for  an agreed upon price, or if no price can be agreed upon, the
fair   market  value  of  such  interest  as  determined  by   an
independent qualified appraiser appointed by the Members and  the
deceased  Member's Representative.  If they cannot  agree  on  an
appraiser, the Members and such Representative shall each appoint
an  Appraiser.  Within five (5) calendar days after  all  of  the
Appraisers  have  been  designated  pursuant  to  the   preceding
sentence,  the  Appraisers shall, by unanimous agreement,  select
one  additional  independent appraiser, who,  together  with  the
Appraisers, shall serve as an Appraisal Committee to  review  and
analyze  the  fair  market value of the  Membership  Interest  at
issue,  and,  within  ten  (10)  calendar  days  thereafter,  the
Appraisal Committee shall render its written decision as  to  the
fair  market value of such interest.  The appraised value of such
other  consideration shall be final and binding  on  all  parties
hereto.   If the Company elects to purchase the interest  of  the
deceased Member, it shall pay the agreed price or the fair market
value  of  such interest to the deceased Member's Representative,
in  cash,  within such sixty (60) calendar day  period.   If  the
Company  does  not purchase the interest of the  deceased  Member
within  such sixty (60) day period, then the remaining  Member(s)
shall  have the right to purchase the deceased Member's interest,
in  proportions based upon the remaining Member Interests held by
each remaining Member, pursuant to the terms of this Section.  If
neither  the  Company  nor  the remaining  Members  purchase  the
interest  of the deceased Member within such sixty (60)  calendar
day  periods,  then all rights to purchase the deceased  Member's
interest pursuant to this Section shall terminate.

Section D.     BANKRUPTCY, INSOLVENCY OR DISSOLUTION

     In  the event a Member (the "Bankrupt Member") institutes or
consents  to  any  proceeding under the federal  bankruptcy  laws
relating to the Member or to all or any part of its property;  or
is  unable or admits in writing to its inability to pay its debts
as  they  mature,  or  makes an assignment  for  the  benefit  of
creditors; or applies for or consents to the appointment  of  any
receiver,    trustee,    custodian,   conservator,    liquidator,
rehabilitator or similar officer for it or for all or any part of
its  property;  or applies for or consents to the liquidation  or
dissolution  of such Member or all or substantially  all  of  its
property;  or  any  receiver,  trustee,  custodian,  conservator,
liquidator, rehabilitator or similar officer is appointed without
the  application  or  consent of the Member and  the  appointment
continues undischarged or unstayed for thirty (30) calendar days;
or  any proceeding under the federal bankruptcy laws or any other
applicable laws relating to such Member or to all or any part  of
its property is instituted without the consent of such Member and
continues undischarged or unstayed for sixty (60) calendar  days,
if  all the remaining Members consent to the continuation of  the
business  of  the Company, the remaining Members shall  have  the
right  to purchase the entire Membership Interest of the Bankrupt
Member at a price equal to the fair market value of such interest
at the time of such bankruptcy, as determined by an independent

                              -22-
                                
qualified  appraiser  appointed by  the  Members,  including  the
Bankrupt  Member.   If  they cannot agree on  an  appraiser,  the
Members,  including the Bankrupt Member, shall  each  appoint  an
Appraiser.  Within  five  (5) calendar  days  after  all  of  the
Appraisers  have  been  designated  pursuant  to  the   preceding
sentence,  the  Appraisers shall, by unanimous agreement,  select
one  additional  independent appraiser, who,  together  with  the
Appraisers, shall serve as an Appraisal Committee to  review  and
analyze  the  fair  market value of the  Membership  Interest  at
issue,  and,  within  ten  (10)  calendar  days  thereafter,  the
Appraisal Committee shall render its written decision as  to  the
fair  market value of such interest.  The appraised value of such
other  consideration shall be final and binding  on  all  parties
hereto.

     A  purchase of a Bankrupt Member's interest shall be an  all
cash  transaction completed within one-hundred and  twenty  (120)
calendar days after the date the bankruptcy petition is filed  by
or  against the Bankrupt Member.  The Company shall send a notice
of  the bankruptcy to all the Members and each Member wishing  to
purchase  all  or  part  of  the Bankrupt  Member's  interest  (a
"Purchasing  Member")  must so notify all the  other  Members  in
writing  within twenty (20) calendar days after delivery  of  the
notice.   Unless they agree otherwise, if there is more than  one
Purchasing Member, each Purchasing Member may purchase  the  same
proportion  of  the  Bankrupt Member's  interest  as  the  Member
Interest  of  that  Purchasing Member bears to the  total  Member
Interest  of all the Purchasing Members.  If no remaining  Member
wishes  to  purchase  the  Bankrupt  Member's  interest,  or  the
Purchasing Members do not actually purchase the Bankrupt Member's
interest  within the time set forth in this Section D,  then  all
rights  to  purchase the Bankrupt Member's interest  pursuant  to
this Section shall terminate.

     In  the  event  that a non-Member third party purchases  the
Bankrupt  Member's  Membership Interest, the  third  party  shall
comply with the terms and conditions of this Agreement and  shall
only  have  the right to share in the profits and losses  of  the
Company unless otherwise determined by the remaining non-Bankrupt
Members pursuant to Section A of Article V.

                  ARTICLE XII.   TRUST MEMBERS
                                
Section A.     TRUSTEE LIABILITY

     When  any trustee becomes a Member of this Company, he shall
be  a  Member  not individually but solely as a trustee,  in  the
exercise  and under the power and  authority conferred  upon  and
vested  in  such  trustee.  Nothing contained in  this  Operating
Agreement  shall  be construed as creating any liability  on  any
such  trustee personally to pay any amounts required to  be  paid
hereunder, or to perform any covenant, either express or implied,
contained herein; all such liability, if any, is hereby expressly
waived  by  the other Members of this Company.  Any liability  of
any  Member which is a trust (whether to the Company  or  to  any
third  person)  shall be a liability to the full  extent  of  the
trust  estate  and  shall  not be a  personal  liability  of  any
Trustee, grantor or beneficiary of any trust.

Section B.     STATUS OF SUCCESSOR TRUSTEES AS MEMBERS

     Any successor trustee or co-trustee of any trust which is  a
Member  shall  be  entitled  to  exercise  the  same  rights  and
privileges  and be subject to the same duties and obligations  as
the

                              -23-
                                
<PAGE>

predecessor  trustee.   As used in this  Article  XII,  the  term
"trustee" shall include any and all such successor trustees.

                 ARTICLE XIII.  INDEMNIFICATION
                                
Section A.     INDEMNITY

     This Company does hereby indemnify any person who was or  is
a  party  or  is threatened to be made a party to any threatened,
pending  or completed action, suit or proceeding, whether  civil,
criminal, administrative or investigative, except an action by or
in  the right of the Company, by reason of the fact that he is or
was  a Manager, Member, employee or agent of this Company, or  is
or  was  serving  at  the  request of this  Company  as  manager,
director, officer, employee or agent of another limited liability
company  or  corporation,  against  expenses,  subject   to   the
provisions   of  Section  D  of  this  Article  XIII,   including
attorneys'  fees, judgments, fines and amounts paid in settlement
actually  and reasonably incurred by him in connection  with  the
action,  suit or proceeding if he acted in good faith  and  in  a
manner  which he reasonably believed to be in or not  opposed  to
the  best  interests  of this Company, and,  with  respect  to  a
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon  a
plea  of  nolo contendere or its equivalent, does not, of itself,
create  a  presumption that the person did not act in good  faith
and  in  a  manner which he reasonably believed to be in  or  not
opposed  to  the  best interest of this Company, and  that,  with
respect  to  any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.

Section B.     INDEMNITY FOR ACTIONS BY OR IN THE RIGHT OF THE
               COMPANY

     This Company does hereby indemnify any person who was or  is
a  party  or  is threatened to be made a party to any threatened,
pending  or completed action or suit by or in the right  of  this
Company to procure a judgment in its favor by reason of the  fact
that  he  is or was a Member, Manager, employee or agent of  this
Company, or is or was serving at the request of this Company as a
Member,  Manager, director, officer, employee or agent of another
limited   liability  company,  corporation,  partnership,   joint
venture,  trust or other enterprise against expenses, subject  to
the  provisions  of  Section D of this  Article  XIII,  including
amounts  paid  in  settlement and attorneys'  fees  actually  and
reasonably  incurred  by him in connection with  the  defense  or
settlement of the actions or suit if he acted in good  faith  and
in  a manner which he reasonably believed to be in or not opposed
to  the best interests of this Company.  Indemnification may  not
be  made for any claim, issue or matter as to which such a person
has  been  adjudged  by a court of competent jurisdiction,  after
exhaustion of all appeals therefrom, to be liable to this Company
or  for  amounts paid in settlement to this Company,  unless  and
only to the extent that the court in which the action or suit was
brought or other court of competent jurisdiction determines  upon
application  that in view of all the circumstances of  the  case,
the  person  is  fairly and reasonably entitled to indemnity  for
such expenses as the court deems proper.

Section C.     INDEMNITY IF SUCCESSFUL

     To  the extent that a Member, Manager, employee or agent  of
this  Company  has been successful on the merits or otherwise  in
defense of any action, suit or proceeding referred to in

                              -24-
                                
<PAGE>

Sections  XIII.A and XIII.B of this Agreement, or in  defense  of
any  claim,  issue  or matter therein, this Company  does  hereby
indemnify such person or entity against expenses, subject to  the
provisions  of  Section  XIII.D.  of  this  Agreement,  including
attorneys'  fees,  actually and reasonably  incurred  by  him  in
connection with the defense.

Section D.     EXPENSES

     Any indemnification under Sections XIII.A and XIII.B of this
Agreement,  unless  ordered by a court or  advanced  pursuant  to
Section E of this Article XIII, must be made by this Company only
as  authorized  in  the specific case upon a  determination  that
indemnification  of  the Member, Manager, employee  or  agent  is
proper in the circumstances.  The determination must be made:

     1.    By  a Majority vote of the Board of Managers who  were
not parties to the act, suit or proceeding; or

     2.    If  a Majority vote of the Board of Managers who  were
not parties to the act, suit or proceeding cannot be obtained, by
a  vote  of the Members whereby Members who hold more than  fifty
percent  (50%)  of the outstanding Membership Interests  and  who
were  not parties to the act, suit or proceeding, vote to approve
indemnification; or.

     3.   If neither a Majority vote of the Board of Managers nor
a  vote  of the Members holding more than fifty percent (50%)  of
the  outstanding Membership Interests who were not parties to the
act,  suit  or  proceeding can be obtained, by independent  legal
counsel in a written opinion.

Section E.     ADVANCE PAYMENT OF EXPENSES

     The expenses of Members and Managers incurred in defending a
civil  or  criminal action, suit or proceeding shall be  paid  by
this  Company  as they are incurred and in advance of  the  final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the Member or Manager to repay the
amount  if  it  is ultimately determined by a court of  competent
jurisdiction  that he is not entitled to be indemnified  by  this
Company.   The  provisions of this subsection do not  affect  any
rights  to advancement of expenses to which personnel other  than
Members  or  Managers  may  be entitled  under  any  contract  or
otherwise by law.

Section F.     OTHER ARRANGEMENTS NOT EXCLUDED

     The  indemnification and advancement of expenses  authorized
in or ordered by a court pursuant to this Article XIII:

     1.    Does  not exclude any other rights to which  a  person
seeking  indemnification  or  advancement  of  expenses  may   be
entitled  under  the Articles of Organization or  any  agreement,
vote  of  Members  or  otherwise, for either  an  action  in  his
official capacity or an action in another capacity while  holding
his  office,  except that indemnification, unless  ordered  by  a
court  pursuant  to Section B of this Article XIII,  or  for  the
advancement  of  expenses made pursuant  to  Section  E  of  this
Article  XIII, may not be made to or on behalf of any  Member  or
Manager  if  a final adjudication establishes that  his  acts  or
omissions  involved intentional misconduct, fraud  or  a  knowing
violation of the law and was material to the cause of action.

                              -25-
                                
<PAGE>

     2.    Continues for a person who has ceased to be a  Member,
Manager,  employee  or agent and inures to  the  benefit  of  the
heirs, executors and administrators of such a person.

             ARTICLE XIV.   MISCELLANEOUS PROVISIONS
                                
Section A.     COMPLETE AGREEMENT

     The  Master Agreement, the Articles of Organization and this
Operating   Agreement,  constitute  the  complete  and  exclusive
statement of the agreement among the Members with respect to  the
subject  matter  contained  therein. The  Master  Agreement,  the
Articles of Organization and this Operating Agreement replace and
supersede all prior agreements by and among the Members or any of
them.   The  Master  Agreement, the Articles of Organization  and
this  Operating  Agreement supersede all prior written  and  oral
statements  and  no representation, statement,  or  condition  or
warranty  not contained in the Master Agreement, the Articles  of
Organization and this Operating Agreement will be binding on  the
Members or be of any force and effect whatsoever.  To the  extent
that  the terms of the Articles of Organization and the Operating
Agreement  differ  from  the terms of the Master  Agreement,  the
terms of the Master Agreement shall control.

Section B.     AMENDMENTS

     This  Operating Agreement may be amended by the Members  but
only  at  a  special  or annual meeting of the  Members,  not  by
written consent, and only if the notice of the intention to amend
the  Operating  Agreement was contained  in  the  notice  of  the
meeting, or such notice of a meeting is waived by all Members.

Section C.     APPLICABLE LAW

     This  Operating  Agreement, and its  application,  shall  be
governed exclusively by its terms and by the laws of the State of
Nevada.

Section D.     HEADINGS

     The  headings  in this Operating Agreement are inserted  for
convenience  only  and  are  in  no  way  intended  to  describe,
interpret, define, or limit the scope, extent or intent  of  this
Operating Agreement or any provisions contained herein.

Section E.     SEVERABILITY

     If   any  provision  of  this  Operating  Agreement  or  the
application thereof to any person or circumstance shall be deemed
invalid, illegal or unenforceable to any extent, the remainder of
this Operating Agreement and the application thereof shall not be
affected,  unless  the  essence  of  the  Agreement  is   thereby
destroyed,  and  shall  be  enforceable  to  the  fullest  extent
permitted by law, unless the essence of the Agreement is  thereby
destroyed.

                              -26-
                                
<PAGE>

Section F.     EXPENSES

     If  any  litigation  or  other proceeding  is  commenced  in
connection  with  or  related to this Agreement,  the  prevailing
party  shall be entitled to recover from the losing party all  of
the  incidental costs and reasonable attorneys' fees, whether  or
not a final judgment is rendered.

Section G.     HEIRS, SUCCESSORS AND ASSIGNS

     Each  and  all  of  the  covenants,  terms,  provisions  and
agreements contained in this Operating Agreement shall be binding
upon  and inure to the benefit of the existing Members,  all  new
and  substituted Members, and their respective assignees (whether
permitted    by   this   Agreement   or   not),   heirs,    legal
representatives, successors and assigns.

Section H.     EXECUTION

     This Agreement may be executed in counterparts, and when  so
executed each counterpart shall be deemed to be an original,  and
said  counterparts together shall constitute  one  and  the  same
instrument.

     IN  WITNESS WHEREOF, this Operating Agreement was adopted by
a  unanimous  vote  of  all the Members of this  Company  at  the
organizational  meeting  thereof  held  on  ____________________,
1997.

                          MEMBERS:
                              
                          Gridiron Marketing, LLC,
                               a California limited liability company
                           
                           
                          By:  Edward W. Muransky
                          Its: President of DeMur, Inc.,
                               an Ohio corporation
                              
                          Authentic Products, Inc.,
                               a Nevada corporation
                           
                           
                          By:  Paul S. Endy, Jr.
                          Its: Chief Executive Officer and
                               Chairman of the Board
                              
                              -27-
                                
<PAGE>

                           SCHEDULE A


                               INITIAL CAPITAL               
         MEMBER                  CONTRIBUTION       MEMBER INTEREST
                                                             
Authentic Products, Inc.         $100,000.00             50.00%
                                                            
Gridiron Marketing, LLC          $100,000.00             50.00%