EXHIBIT 10.43

                               OPERATING AGREEMENT
                                       OF
                              ASSETCONTROL.COM, LLC


         THIS OPERATING AGREEMENT (this "Agreement") is made as of March 9, 2000
by the Members  listed on Schedule A attached  hereto,  as such  schedule may be
amended from time to time.  The Members  listed on Schedule A may be referred to
herein individually as a "Member," and collectively as the "Members."

         WHEREAS,  the Members have formed a limited  liability company pursuant
to the laws of the State of Delaware; and

         WHEREAS,  the Members desire to set forth their  respective  rights and
obligations  as Members of the Company and to provide for the  management of the
Company and its affairs and for the conduct of the business of the Company.

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

                                    ARTICLE I
                                   Definitions

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

         1.1 "Act"  means the  Delaware  Limited  Liability  Company Act and any
successor statute, as amended from time to time.

         1.2 "Affiliate" means with respect to any Person, any other Person that
directly or indirectly  is controlled  by, such Person and, if such Person is an
individual,  any member of the  immediate  family  (including  parents,  spouse,
children  and  siblings)  of such  individual  and  any  trust  whose  principal
beneficiary is such  individual or one or more members of such immediate  family
and any Person who is  controlled  by any such member or trust.  As used in this
definition,  "control", including, its correlative meanings, "controlled by" and
"under common control with", shall mean possession,  directly or indirectly,  of
power to  direct or cause the  direction  of  management  or  policies  (whether
through ownership of securities or partnership or other ownership interests,  by
contract or otherwise).

         1.3  "Agreement"  means  this  Operating  Agreement  of the  Company as
originally adopted and as amended from time to time in accordance with the terms
of this Agreement.

         1.4 "ATM" means ATM Service, Ltd., a New York corporation.


         1.5 "ATM Contribution Agreement" means the Contribution Agreement dated
as of March 9, 2000 by and between the Company and ATM.

         1.6  "Buyer"  shall have the meaning for such term set forth in Section
7.4(a).

         1.7 "Business Day" means any day other than a Saturday,  a Sunday, or a
holiday  on which  national  banking  associations  are  closed  in the State of
Delaware.

         1.8  "Capital  Account"  shall have the  meaning  given to such term in
Section 5.4.

         1.9 "Capital  Contribution"  means the  contributions to the capital of
the Company made by a Member pursuant to the Contribution  Agreement between the
company and such Member.
<PAGE>

         1.10  "Certificate of Formation"  means the Certificate of Formation of
the  Company  as  originally  filed  with the  Secretary  of State of the  State
Delaware on March 9, 2000, and as amended from time to time.

         1.11 "Code" means the Internal  Revenue Code of 1986,  as amended,  and
the Treasury Regulations promulgated thereunder.

         1.12 "Company" means AssetControl.com LLC, a Delaware limited liability
company.

         1.13 "Company Assets" means all assets,  whether tangible or intangible
and whether real, personal or mixed, at any time owned by the Company.

         1.14 "Distributable Cash" means the amount of money and the fair market
value of any property of the Company  available for  distribution to the Members
as  determined  by the Board of Managers  (taking  into  account any  reasonable
reserves necessary to fund the Company's business).

         1.15 "Drag-Along Notice" shall have the meaning for such term set forth
in Section 7.3(b).

         1.16 "Entrade" means Entrade Inc., a Pennsylvania corporation.

         1.17 "Entrade Contribution  Agreement" means the Contribution Agreement
dated March 9, 2000 by and between the Company and Entrade.

         1.18 "Fiscal Year" means the Company's  fiscal year, which shall be the
calendar year.

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

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

                  (ii) the Gross  Asset  Values of all Company  assets  shall be
adjusted to equal their  respective  gross fair market values,  as determined by
the  Board of  Managers,  as of the  following  times:  (a) the  acquisition  of
additional  Units by any new or existing  Member in exchange  for more than a de
minimus Capital Contribution or (b) upon liquidation of the Company, or (c) upon
the  distribution  by the  Company of more than a de minimus  amount of money or
other Company property to a retiring or continuing  Member as consideration  for
Units; and

                  (iii) if the Gross Asset Value of an asset has been determined
or adjusted  pursuant to clause (i) or (ii) above,  such Gross Asset Value shall
thereafter be adjusted by the depreciation,  amortization or other cost recovery
deductions pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

         1.20 "Manager" means any Person hereafter appointed to act as a manager
of the Company as provided in this Agreement  (each in the capacity as a manager
of the Company),  but does not include any Person who has ceased to be a manager
of the  Company.  Collectively,  all  Persons  appointed  to be  Managers of the
Company may be referred to herein as the "Board" or the "Board of Managers".

         1.21 "Majority in Interest"  means a combination of any Members who, in
the aggregate, own 50% or more of the outstanding Units.

         1.22 "Member" means any Person  executing this Agreement as of the date
of this Agreement as a member of the Company or any Person hereafter admitted to
the Company as a member as provided in this Agreement (each in the capacity as a
member of the  Company),  but does not include any Person who has ceased to be a
member of the  Company.  The names of the Members  shall be listed on Schedule A
attached hereto, as such schedule may be amended from time to time.
<PAGE>

         1.23  "Non-Selling  Members"  shall have the  meaning for such term set
forth in Section 7.4(a).

         1.24 "Notice" shall have the meaning for such term set forth in Section
7.4(a).

         1.25 "Offer"  shall have the meaning for such term set forth in Section
7.4(a).

         1.26 "Offered  Interest" shall have the meaning for such term set forth
in Section 7.4(a).

         1.27 "Person" means and includes any individual,  partnership,  limited
liability company, trust, estate,  corporation,  custodian,  trustee,  executor,
administrator, nominee or entity in a representative capacity.

         1.28  "Profit" and "Loss"  means,  for each taxable year of the Company
(or other  period  for which  Profit or Loss  must be  computed)  the  Company's
taxable income or loss determined in accordance  with Code Section 703(a),  with
the following adjustments:

                  (i) all items of  income,  gain,  loss,  deduction,  or credit
required to be stated  separately  pursuant to Code Section  703(a)(1)  shall be
included in computing taxable income or loss;

                  (ii) any tax-exempt income of the Company, not otherwise taken
into account in computing Profit or Loss, shall be included in computing taxable
income or loss;

                  (iii) any non-deductible expenditures of the Company described
in Code Section  705(a)(2)(B) (or treated as such pursuant to Regulation Section
1.704-1(b)(2)(iv)(i))  and not otherwise taken into account in computing  Profit
or Loss, shall be subtracted from taxable income or loss;

                  (iv) gain or loss  resulting  from any taxable  disposition of
Company  property  shall be computed by reference to the adjusted  book value of
the property disposed of,  notwithstanding the fact that the adjusted book value
differs from the adjusted basis of the property for federal income tax purposes;

                  (v)  in  lieu  of  the  depreciation,  amortization,  or  cost
recovery  deductions  allowable in computing taxable income or loss, there shall
be taken into account the  depreciation  computed  based upon the adjusted  book
value of the asset;

         1.29 "Right of First  Refusal" shall have the meaning for such term set
forth in Section 7.4(b).

         1.30 "Right of Second Refusal" shall have the meaning for such term set
forth in Section 7.4(c).

         1.31  "Safeguard"  means  Safeguard   Scientifics,   Inc.,  a  Delaware
corporation.

         1.32  "Safeguard   Contribution   Agreement"   means  the  Contribution
Agreement dated March 9, 2000 by and between the Company and Safeguard.

         1.33 "Selling Member" shall have the meaning for such term set forth in
Section 7.4(a).

         1.34 "Tag-Along  Notice" shall have the meaning for such term set forth
in Section 7.3(d).

         1.35 "Textron" means Textron Inc., a Delaware corporation.

         1.36 "TFC" means Textron Financial Corporation, a Delaware corporation.

         1.37 "TFC  Contribution  Agreement"  means the  Contribution  Agreement
dated March 9, 2000 by and between the Company and TFC.

         1.38  "Transfer"  means  any  sale,  assignment,   transfer,  exchange,
mortgage,  pledge,  grant  of a  security  interest,  or  other  disposition  or
encumbrance  (including,  without limitation,  by operation of law), or the acts
thereof.

         1.39 "Unit"  means a unit of interest of a Member in the Company at any
particular  time,   including  without   limitation,   rights  to  distributions
(liquidating or otherwise),  allocations,  information,  and to vote, consent or
approve, if any.
<PAGE>

                                   ARTICLE II
                                  Organization

         2.1  Name  and   Formation.   The   name  of  the   Company   shall  be
AssetControl.com,  LLC and all Company  business shall be conducted in such name
or such other names that comply with applicable law as the Board of Managers may
select from time to time.  The  Company was formed on March 8, 2000  pursuant to
the Act.

         2.2 Principal  Place of Business.  The principal  office of the Company
shall initially be 40 Westminster Street, Providence, Rhode Island 02903 or such
other place  within or without the State of Delaware as may be  determined  from
time to time by the Board of Managers.

         2.3  Registered  Office and  Registered  Agent.  The Company's  initial
registered  agent and office shall be c/o The  Corporation  Trust Company,  1209
Orange Street, Wilmington, Delaware 19801. The Company may change its registered
agent or  registered  office  to any other in the  State of  Delaware  as may be
determined from time to time by the Board of Managers.

         2.4 Term.  The existence of the Company shall be perpetual,  subject to
the Company's  earlier  dissolution  in accordance  with the  provisions of this
Agreement or the Act.

         2.5 Purposes and Powers.  The purpose and  character of the business of
the Company shall be to engage in any business or activity  which may be legally
permitted  under  the  Act,  as  determined  pursuant  to this  Agreement.  More
specifically,  the Company initially is being formed to dispose of excess assets
of Textron and its  worldwide  subsidiaries  and  divisions.  In  addition,  the
Company  will  market  its  end-to-end,  business-to-business  e-commerce  asset
disposition  services  to all  United  States  based  industrial  and  financial
services  companies.  Subject to the  Certificate of Formation and the terms and
conditions of this Agreement,  the Company shall have the power and authority to
do  all  such  acts  and  things  as  may be  necessary,  desirable,  expedient,
convenient  for, or  incidental to the  furtherance  and  accomplishment  of the
foregoing  objectives  and  purposes and for the  protection  and benefit of the
Company.

         2.6 No State Law Partnership. The Members intend that the Company shall
not be a partnership or joint venture,  and that no Member or Manager shall be a
partner or joint  venturer of any other  Member or Manager  with  respect to the
business of the Company,  for any purposes  other than federal,  state and local
tax purposes, and this Agreement shall not be construed to suggest otherwise.

         2.7  Authority  of  Members.  Except  as  otherwise  provided  in  this
Agreement,  no Member  (other than a Manager or an officer of the Company in his
capacity as such) shall have the  authority  or power to act for or on behalf of
the Company,  to do any act that would be binding on the Company or to incur any
expenditures,  debts,  liabilities or obligations on behalf of the Company.  The
foregoing  notwithstanding,  if at any time there are no Managers,  the business
and affairs of the Company  shall be managed and  conducted by the Members.  All
decisions or actions of the Members  allowed,  permitted or required  under this
Agreement  or the Act shall be made by action of the  holders of a  Majority  in
Interest,  unless pursuant to this Agreement,  the Act or other applicable law a
greater number or percentage is required.
<PAGE>

         2.8 No Personal Liability for Members,  Managers, Etc. No Member of the
Company shall be subject in such capacity to any personal  liability  whatsoever
to any Person in connection with the assets, acts, obligations or affairs of the
Company.  The Company shall have the power to indemnify any Person who was or is
a party or is threatened to be made a party to or is involved in any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative, arbitrative, or investigative (hereafter a "Proceeding"), or any
appeal in such a Proceeding or any inquiry or  investigation  that could lead to
such a  Proceeding,  by reason of the fact that such  Person is or was a Member,
Manager,  officer,  employee  or agent of the  Company  (each,  an  "Indemnified
Person") and such Indemnified  Person shall be indemnified by the Company to the
fullest extent  permitted by applicable law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such
amendment  permits  the  Company to provide  greater or broader  indemnification
rights than such law permitted  the Company to provide prior to such  amendment)
against judgments,  penalties (including, without limitation, excise and similar
taxes and punitive damages), fines,  settlements,  costs and reasonable expenses
(including,  without  limitation,  attorneys'  fees)  actually  incurred by such
Indemnified  Person  in  connection  with  such  Proceeding.   It  is  expressly
acknowledged,  however,  that the  indemnification  provided in this Section 2.8
shall not apply to  indemnify  any  Manager,  officer,  employee or agent of the
Company  entitled to  indemnification  pursuant to this Section 2.8 arising from
acts or  omissions  of bad  faith,  willful  misfeasance,  gross  negligence  or
reckless  disregard  of such  Indemnified  Person's  duty to the  Company or its
Members.  The rights  accruing to an  Indemnified  Person under this Section 2.8
shall not  exclude  any other  right to which  such  Indemnified  Person  may be
lawfully entitled nor shall anything herein contained  restrict the right of the
Company to  indemnify  or reimburse  an  Indemnified  Person in any  appropriate
situation even though not specifically provided herein.

                                   ARTICLE III
                                   Management

         3.1 Management by Managers. Except for situations in which the approval
of the  Members  is  expressly  required  by this  Agreement  or by  nonwaivable
provisions of  applicable  law, (i) the powers of the Company shall be exercised
by or under the  authority of, and the business and affairs of the Company shall
be managed under the exclusive direction of, the Board of Managers, and (ii) the
Board  of  Managers  may  make  all  decisions  (including  the  sale  of all or
substantially  all of the  Company  Assets) and take all actions for the Company
not  otherwise  provided  in this  Agreement.  All  decisions  other  than Major
Decisions must be approved by a majority of the Managers (each having one vote).
All Major Decisions must be approved by each of the four Managers  designated by
TFC and one of the Managers  designated by Entrade.  The term "Major  Decisions"
means:

                  (a) the approval of annual or long-term operational or capital
                  budgets or strategic plans;

                  (b) the  approval  of any  expenditures  in excess of $250,000
                  that is not contemplated by an approved capital budget, or any
                  divergence from an operational expense budget in excess of the
                  greater of 10 percent or $100,000;

                  (c) any  call  for  additional  Capital  Contributions  by the
                  Members;

                  (d) the sale, lease, exchange, mortgage, assignment, pledge or
                  other  transfer of Company  Assets  other than in the ordinary
                  course of the Company's business except as provided in Section
                  7.3(c);

                  (e) the  confession  of any judgment or the  settlement of any
                  litigation in excess of $50,000;

                  (f) a change in the scope of the Company's business;

                  (g) a  determination  that  indemnification  of an Indemnified
                  Person is proper under Section 2.8;

                  (h) the  valuation  of the  Company  for  purposes  of Section
                  5.1(f);

                  (i) the admission of new Members pursuant to Section 7.2;

                  (j) any amendment to this Agreement.
<PAGE>

         3.2 Compensation of Managers.  Managers, as such, shall not receive any
stated salary or other compensation for their services,  except as otherwise may
be provided  by the Members  from time to time.  The Company may  reimburse  any
Manager for reasonable  expenses incurred by the Manager in connection with his,
her or its  performance  of services for the Company upon receipt by the Company
of  proper  substantiation  of such  expenses.  The  foregoing  notwithstanding,
nothing  contained in this Agreement  shall be construed to preclude any Manager
from serving the Company in any other  capacity and receiving  compensation  for
such service.

         3.3 Designation of Board of Managers. Each Member agrees to vote all of
the Units  over  which such  Member  has  voting  control  and to take all other
necessary actions within his or its control (whether in his or its capacity as a
Member  or  Manager  of  the  Company  or  otherwise,  and  including,   without
limitation,  attendance  at  meetings  in  person or by proxy  for  purposes  of
obtaining a quorum and execution of written  consents or  resolutions in lieu of
meetings),  and the  Company  shall  take  all  necessary  actions  and  actions
reasonably requested by any other Member within its control (including,  without
limitation,  calling  special  Manager  and  Member  meetings)  so that full and
complete effect is given to the following  designation and election of Managers.
The number of Managers of the Company  shall  initially  be set at seven,  which
seven  Managers shall be designated in the following  manner:  (i) four Managers
shall be designated by TFC, (ii) two Managers shall be designated by Entrade and
(iii) one Manager shall be designated by ATM.

         3.4  Term.  Each  Manager  shall  hold  office  until  his,  her or its
successor is appointed,  or, if earlier, until such Manager's death, resignation
or removal as provided in this Agreement.

         3.5  Vacancy.  Any vacancy  occurring  in the Board of Managers  may be
filled by the Member who  designated  the Manager  whose absence has created the
vacancy.

         3.6  Removal.  Any Manager may be removed at any time,  with or without
cause, by the Members who designated such Manager.

         3.7  Resignation.  Any Manager may resign at any time. Such resignation
shall be made in writing and shall take effect at the time specified therein or,
if no time is  specified  therein,  at the time of its receipt by the  remaining
Managers or, if none, by the Member who designated such Manager.  The acceptance
of a  resignation  shall  not be  necessary  to make  it  effective,  unless  so
expressly provided in the resignation.

         3.8      Meetings of Managers.

                  (a) The  Managers  may hold  their  meetings  in such place or
places in the State of  Delaware  or outside the State of Delaware as they shall
determine  from time to time. The Company shall pay all  out-of-pocket  expenses
incurred by the Managers to attend the Board meetings.

                  (b) Regular  meetings of the  Managers  shall be held at least
semiannually  at the  offices  of the  Company,  or at such  other  place as the
Managers may determine.

                  (c) Special  meetings of the Managers  shall be held  whenever
called by any two (2) of the then currently serving Managers. Notice of the day,
hour and place of holding of each special  meeting  shall be given by telegraph,
facsimile,  cable or wireless at least twenty four (24) hours before the meeting
to each Manager.  Unless otherwise indicated in the notice thereof,  any and all
business may be transacted at any special meeting. At any meeting at which every
currently serving Manager shall be present,  even though without any notice, any
business may be transacted.
<PAGE>

                  (d) Subject to Section 3.1(a), a quorum for the transaction of
business by the Board shall  consist of a majority of the Managers  then serving
on the Board of  Managers.  If at any  meeting of the Board there is less than a
quorum present,  a simple majority of those present may adjourn the meeting from
time to time until a quorum is present.

                  (e) The Managers may participate in a meeting thereof by means
of conference  telephone or similar  communications  equipment by means of which
all  persons  participating  in the  meeting  can  hear  each  other,  and  such
participation shall constitute presence in person at such meeting.

                  (f) Any  action  required  or  permitted  to be  taken  at any
meeting of the Board may be taken  without a meeting if the members of the Board
required to take such  action  consent  thereto in  writing,  and the writing is
filed with the minutes of proceedings of the Board.

         3.9      Meetings of Members.

                  (a) The  Members  may hold  their  meetings  in such  place or
places in the State of  Delaware  or outside the State of Delaware as they shall
determine from time to time.

                  (b) Regular  meetings  of the  Members  shall be held at least
annually  at the offices of the  Company,  or at such other place as the Members
may  determine.  Notice of the day,  hour and place  shall be  required  for any
regular  meeting of the Members  accompanied by an agenda,  and shall be sent to
each Member by  telegraph,  facsimile,  cable or wireless  and mail at least ten
(10) days prior to the date of the meeting.

                  (c) Special  meetings of the  Members  shall be held  whenever
called by Members holding in the aggregate at least fifty-five  percent (55%) of
the Units.  Notice of the day, hour and place of holding of each special meeting
shall be given by telegraph,  facsimile,  cable or wireless at least seventy-two
(72) hours before the meeting to each Member.  Unless otherwise indicated in the
notice thereof,  any and all business may be transacted at any special  meeting.
At any meeting at which every Member shall be present,  even though  without any
notice, any business may be transacted.

                  (d) Subject to Section  3.1, a quorum for the  transaction  of
business  by the Members  shall  consist of a Majority  in  Interest.  If at any
meeting of the Members there is less than a quorum present, a simple majority of
those  present  may  adjourn  the  meeting  from time to time  until a quorum is
present.

                  (e) The Members may  participate in a meeting thereof by means
of conference  telephone or similar  communications  equipment by means of which
all  persons  participating  in the  meeting  can  hear  each  other,  and  such
participation shall constitute presence in person at such meeting.

                  (f) Any  action  required  or  permitted  to be  taken  at any
meeting of the Members may be taken without a meeting if all Members required to
take such action consent  thereto in writing,  and the writing is filed with the
minutes of proceedings of the Company.

                                   ARTICLE IV
                                    Officers

         4.1 Designation; Term; Qualifications.  The Managers may (but shall not
be obliged to), from time to time,  designate one or more natural  Persons to be
officers of the Company. Any officer so designated shall have such authority and
perform such duties as the Managers  may,  from time to time,  delegate to them.
The Managers may assign titles to particular officers,  and, unless the Managers
decide  otherwise,  the assignment of such title shall constitute the delegation
to such officer of the  authority and duties that are normally  associated  with
that office.  Each officer shall hold office for the term for which such officer
is designated and until his or her successor  shall be duly designated and shall
qualify or until his or her death,  resignation  or removal as  provided in this
Agreement.  Any  Person  may hold any number of  offices.  No officer  need be a
Manager,  a Member,  a resident  of the State of  Delaware,  or a United  States
citizen.  Designation  of a Person as an  officer  of the  Company  shall not of
itself create any contract rights.
<PAGE>

         4.2 Removal and Resignation.  Any officer of the Company may be removed
as such, with or without cause, by the Managers.  Any officer of the Company may
resign as such at any time upon written notice to the Company.  Such resignation
shall be made in writing and shall take effect at the time specified therein or,
if no time is specified therein,  at the time of its receipt by a Manager or, if
none, a Member.  The acceptance of a resignation  shall not be necessary to make
it effective, unless expressly provided for in the resignation.

         4.3 Vacancies.  Any vacancy  occurring in any office of the Company may
be filled by the Managers.

         4.4  Compensation.  The  compensation,  if any, of the  officers of the
Company shall be fixed from time to time by the Managers.

         4.5 General Manager.  Notwithstanding the foregoing, TFC shall have the
right to  designate a "General  Manager,"  who shall also be one of the Managers
designated  by TFC  pursuant  to  Article  III.  The  General  Manager  shall be
responsible for the day to day operations of the Company.  The  compensation for
the General  Manager shall be determined by the Managers  (excluding the General
Manager).

                                    ARTICLE V
                  Contributions to Capital and Capital Accounts

         5.1      Capital Contributions.  On the date of this Agreement,

                  (a) TFC shall contribute to the Company the property set forth
in the TFC Contribution  Agreement in exchange for the number of Units set forth
opposite its name on Schedule A;

                  (b) Entrade  shall  contribute to the Company the property set
forth in the Entrade  License  Agreement in exchange for the number of Units set
forth opposite its name on Schedule A; and

                  (c) ATM shall contribute to the Company the property set forth
in the ATM Contribution  Agreement in exchange for the number of Units set forth
opposite its name on Schedule A.

                  (d) Safeguard shall contribute to the Company the property set
forth in the  Safeguard  Contribution  Agreement  in exchange  for the number of
Units set forth opposite its name on Schedule A.

                  (e) Upon 30 days  written  notice from the Board of  Managers,
each Member shall  contribute to the Company such Member's pro rata share of the
Capital  Contributions  requested by the Board,  which request shall not be made
unless such Capital  Contributions were specifically approved by the Board in an
operating or capital budget  pursuant to Section  3.1(a).  Except as provided in
the previous  sentence,  no Member shall be obligated to make additional Capital
Contributions to the Company.

                  (f) If a Member (a "Defaulting Member") does not contribute by
the time required all or any portion of an additional Capital  Contribution such
Defaulting  Member is required to make pursuant to the first sentence of Section
5.1(e) and such failure to  contribute  continues for at least five (5) Business
Days after receipt by such Defaulting  Member of written notice thereof from the
Company,  then the Board,  on behalf of the Company,  may, on written  notice to
such  Member  either (i) allow the  non-Defaulting  Members  to make  additional
Capital  Contributions in lieu of the Defaulting  Member (pro rata in accordance
with the  number of Units  owned by each or non-pro  rata if any  non-Defaulting
Member does not wish to contribute  their share of the deficiency) and to adjust
the number of Units of the Members  accordingly  to reflect the  dilution to the
Defaulting Member and the increased  percentage interest in the Company owned by
those  non-Defaulting   Members  making  additional  Capital   Contributions  in
accordance  with this  Section  5.1(f)) or (ii) waive  such  additional  Capital
Contribution  by the  Defaulting  Member  and  adjust the number of Units of the
Members  accordingly  to reflect the dilution to the  Defaulting  Member and the
increased percentage interest in the Company owned by the non-Defaulting Members
as a result of their  additional  Capital  Contributions.  Any adjustment to the
interests  of the  Members  pursuant  to this  Section  5.1(f)  shall be made by
valuing the Company at its then current fair market value,  as determined by the
Board in its reasonable discretion.
<PAGE>

         5.2 Advances by Members.  If the Company does not have  sufficient cash
to pay its  obligations,  any Member that may agree to do so with the consent of
the Board of  Managers  may  advance  all or part of the  needed  funds to or on
behalf of the Company. An advance described in this Section 5.2 shall constitute
a loan  from  such  Member to the  Company,  and shall be made on such  terms as
agreed  to by the  Member  making  such  advance  and  the  Board  of  Managers.
Notwithstanding  the  foregoing,  it is  understood  that TFC shall  provide the
Company  with a line of  credit in an amount  sufficient  to fund the  Company's
operations for the Company's fiscal year 2000; provided, however, that such line
of credit shall be on terms no less favorable  than current market terms,  shall
accrue interest at the prime rate and shall be repaid (including all accrued and
unpaid interest) by the end of the Fiscal Year 2000; and provided, further, that
no distributions shall be made by the Company pursuant to Section 6.2 until such
time as the line of credit has been fully repaid.

         5.3  Withdrawal or Reduction of Members'  Contributions  to Capital.  A
Member  shall not  receive out of the  Company's  Assets any part of its Capital
Contributions  until  all  liabilities  of the  Company  have been paid or there
remain assets sufficient to pay such liabilities. No Member shall have the right
to withdraw all or any part of its Capital Contribution or to receive any return
on any  portion  of  its  Capital  Contribution,  except  as  may  be  otherwise
specifically provided in this Agreement.  Under circumstances involving a return
of any Capital Contribution,  no Member shall have the right to receive property
other  than cash  except as  otherwise  agreed to by the Board of  Managers.  No
Member  shall be paid  interest  on any of its Capital  Contributions  or on its
Capital Account.  An unrepaid Capital  Contribution  shall not be a liability of
the Company or of any Member. A Member shall not be required to contribute or to
lend any cash or  property  to the  Company to enable the  Company to return any
Member's Capital Contributions.

         5.4 Capital Accounts.  A separate capital account (a "Capital Account")
shall be  established  and  maintained  for each Member.  Each Member's  Capital
Account shall be increased by (i) the amount of money contributed by such Member
to the  Company,  (ii) the fair  market  value of property  contributed  by such
Member to the Company (net of liabilities  secured by the  contributed  property
that the Company is considered to assume or take subject to under Section 752 of
the Code),  and (iii)  allocations to such Member of Company income and gain (or
items thereof), including without limitation income and gain exempt from tax and
income and gain described in Treasury  Regulation Section  1.704-1(b)(2)(iv)(g).
Each  Member's  Capital  Account  shall be  decreased by (A) the amount of money
distributed to such Member by the Company, (B) the fair market value of property
distributed  to such Member by the Company  (net of  liabilities  secured by the
distributed  property that the Member is considered to assume or take subject to
under Section 752 of the Code),  (C)  allocations to such Member of expenditures
of  the  Company  described  in  Section  705(a)(3)(B)  of  the  Code,  and  (D)
allocations of Company loss and deduction (or items thereof),  including without
limitation  loss  and  deduction   described  in  Treasury   Regulation  Section
1.704-1(b)(2)(iv)(g),  but excluding  items  described in clause (C) above.  The
Capital  Accounts  also shall be  maintained  and  adjusted as  permitted by the
provisions of Treasury Regulation Section  1.704-1(b)(2)(iv)(f)  and as required
by the other provisions of Treasury  Regulation Sections  1.704-1(b)(2)(iv)  and
1.704-1(b)(4),   including  without   limitation   adjustments  to  reflect  the
allocations to the Members of depreciation, depletion, amortization, and gain or
loss  as  computed  for  book  purposes   rather  than  the  allocation  of  the
corresponding  items as  computed  for tax  purposes,  as  required  by Treasury
Regulation Section 1.704-1(b)(2)(iv)(g).  On the Transfer of a Unit, the Capital
Account of the transferor that is  attributable  to the  Transferred  Unit shall
carry  over to the  transferee  Member  in  accordance  with the  provisions  of
Treasury Regulation Section 1.704-1(b)(2)(iv)(1).
<PAGE>

                                   ARTICLE VI
                    Allocations; Distributions; Taxes; Books;
                           Records; and Bank Accounts

         6.1      Allocations.

                  (a) Allocations of Profit and Loss.  Except as required by the
Code,  the Treasury  Regulations  promulgated  thereunder  and this Section 6.1,
Profit and Loss of the Company for each Fiscal Year shall be allocated among the
Members, pro rata, based upon the number of Units owned by each Member.

                  (b)  Adjusted   Capital  Account   Deficits.   Notwithstanding
anything  to the  contrary  in Section  6.1(a),  in no event shall any Losses be
allocated  to a Member to the  extent  that such  allocation  would  reduce  the
Capital  Account of such Member below zero. In such event,  such Member shall be
allocated  the amount of Losses which would reduce its Capital  Account to zero,
and any  excess  Losses  shall be  allocated  among  the  remaining  Members  in
accordance with their positive Capital Account balances. Any Member who receives
an allocation of Losses pursuant to this Section 6.1(b) shall receive a priority
allocation  of Profit (in an amount to make-up the  allocation  of such  Losses)
prior to any allocations of Profit pursuant to Section 6.1(a).

                  (c) Tax Allocations. Except as otherwise required by the Code,
all items of income, gain, deduction, loss and credit shall be allocated for tax
purposes  among the Members in the same manner as such items are  allocated  for
purposes of determining Capital Accounts.

                  (d) Allocations  Relating to Transferred  Units.  All items of
income, gain, loss, deduction, and credit allocable to a Unit Transferred during
the Fiscal Year shall be allocated  between the  transferor  and the  transferee
based on the  portion of the Fiscal  Year during  which each was  recognized  as
owning that Unit, without regard to the results of Company operations during any
particular  portion of such  Fiscal  Year and  without  regard to  whether  cash
distributions  were made to the transferor or the transferee  during such Fiscal
Year, provided, however, that such allocation shall be made in accordance with a
method  permissible  under Section 706 of the Code and the Treasury  Regulations
promulgated thereunder.

                  (e)  Qualified  Income  Offset.  Any Member  who  unexpectedly
receives  an  adjustment,  allocation  or  distribution  described  in  Treasury
Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items
of income and gain in an amount  and  manner  sufficient  to  eliminate,  to the
extent required by the Treasury Regulations,  a deficit in such Member's Capital
Account  balance as quickly as  possible.  This  Section  6.1(e) is  intended to
comply  with the  alternate  test for  economic  effect  set  forth in  Treasury
Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted and applied in
a manner consistent therewith.

         6.2  Distributions.  Except  as  agreed  to by Board of  Managers,  the
Company  shall  distribute  all  Distributable  Cash to the  Members.  Except as
otherwise agreed to by all of the Members, all distributions made to the Members
shall be made pro rata in accordance with the number of Units owned by each such
Member;  provided,  however,  that no  distributions  may be made to the Members
until  such time as the  Company  has  repaid all  amounts  advanced  (including
accrued and unpaid  interest)  pursuant  to Section  5.2.  All amounts  withheld
pursuant to the Code or any provision of state or local tax laws with respect to
any payment or  distribution to the Members from the Company shall be treated as
amounts  distributed to the relevant Member or Members  pursuant to this Section
6.2. No distribution  shall be declared and paid unless,  after the distribution
is made,  the fair market value of the  Company's  Assets is in excess of all of
the liabilities of the Company.

         6.3 Tax Returns.  On or before the 90th  calendar day following the end
of each Fiscal Year,  the Board of Managers shall cause to be prepared and filed
all necessary federal and state income tax returns for the Company.  Each Member
shall  furnish to the  Company  all  pertinent  information  in his,  her or its
possession  relating  to  Company  operations  that is  necessary  to enable the
Company's income tax returns to be prepared and filed. The Company shall provide
to each  Member  within  60 days  following  the end of  such  Fiscal  Year  all
applicable  tax  information  required by any Member to file his, her or its tax
returns for such year.
<PAGE>

         6.4 Tax Matters Partner.  TFC shall be the "tax matters partner" of the
Company  pursuant to Section  6231(a)(7)  of the Code.  The tax matters  partner
shall have the authority to make any tax elections which the Company is entitled
to make pursuant to the Code.  The Board of Managers  may, at any time,  elect a
different tax matters partner.

         6.5  Maintenance  of Books and Fiscal Year.  The Company shall keep and
maintain  accurate  and  complete  books and records of accounts  and shall keep
minutes of the  proceedings of the Members and the Board of Managers.  The books
of account for the Company  shall be maintained  in  accordance  with  generally
accepted accounting  principles  consistently  applied,  except that the Capital
Accounts shall be maintained in accordance with Section 5.4 of this Agreement.

         6.6  Reports/Information  Rights. Each Member shall be furnished by the
Company with (i) unaudited annual financial  statements within 90 days after the
end of the  Fiscal  Year,  which  statements  shall be  certified  by the  chief
financial officer of the Company,  (ii) unaudited quarterly financial statements
within 30 days  after the end of each  quarter  and (iii) any other  information
which any Member may reasonably request. Any Member may request that the Company
provide  audited  financial  statements,  the cost and expense of which shall be
borne by the  Company  or, if the  Company  has  determined  that  such  audited
financial  statements  are not  necessary,  by the Member which  requested  such
audited statements. In addition, within 90 days following the end of each Fiscal
Year during the term of the  Company,  each  Member  shall be  furnished  with a
statement of changes in Members' Capital Accounts for, or as of the end of, that
Fiscal Year.  These  financial  statements  must be prepared in accordance  with
generally accepted accounting principles consistently applied (except as therein
noted).  The  Managers  also may cause to be  prepared or  delivered  such other
records as they may deem  appropriate.  The Company  shall bear the costs of all
such financial statements and reports.

         6.7 Bank and  Investment  Accounts.  The Managers  shall  establish and
maintain one or more separate bank and investment  accounts and arrangements for
Company funds in the Company name with financial institutions and firms that the
Managers  determine.  The Managers shall not commingle the Company's  funds with
the funds of any Member.

                                   ARTICLE VII
                                 Transferability

         7.1      Restrictions on Disposition of Interests.

                  (a)      Except as specifically provided in this Article  VII,
                           no Member may Transfer any Units:

                           (i) prior to March 9, 2005, without the consent of
                           all of the other Members; and

                           (ii) on and after  March 9, 2005,  without  complying
                           with  the  requirements  of  Sections  7.3  and  7.4.
                           Notwithstanding   the   foregoing,   any  Member  may
                           Transfer  Units without  complying  with this Article
                           VII if the  Transfer is made to an  Affiliate of such
                           Member.

                  (b) The  Company  shall  not  recognize  for any  purpose  any
purported  Transfer  unless and until the other  applicable  provisions  of this
Article VII have been  satisfied  and the Board of  Managers  has  received,  on
behalf of the Company,  a document (i) executed by both the Member effecting the
Transfer  (or,  if the  Transfer  is on  account of the  death,  incapacity,  or
liquidation of the transferor,  its  representative) and the Person to which the
Units are  Transferred,  (ii)  including the notice  address of any Person to be
admitted  to the  Company  as a  Member  and its  agreement  to be bound by this
Agreement, (iii) setting forth the number of Units Transferred and the number of
Units  being  retained  (which  together  shall total the number of Units of the
Member  effecting  the  Transfer  before the  Transfer),  and (iv)  containing a
representation  and warranty that the Transfer was made in  accordance  with all
applicable laws and  regulations.  The Member effecting a Transfer shall pay, or
reimburse  the Company for,  all costs and  expenses  incurred by the Company in
connection  with the  Transfer  (including,  without  limitation,  any  costs or
expenses for legal fees incurred by the Company in connection with the Transfer)
on or before  the tenth day after the  receipt by that  Person of the  Company's
invoice for the amount due.
<PAGE>

         7.2  Additional  Members.  Additional  Persons  may be  admitted to the
Company  as  Members  and  additional  Units may be  created  and issued to such
Persons and to existing  Members only with the consent of the Board of Managers.
Any  additional  Units offered  pursuant to this Section 7.2 shall be offered on
such terms and  conditions as the Board of Managers may determine at the time of
admission and/or issuance.  The terms of admission or issuance shall specify the
number of Units issued and may provide for the creation of different  classes or
groups of Members having  different  rights,  power,  and duties.  Any admission
pursuant to this  Article VII shall be  effective  only after the new Member has
executed and  delivered to the  Managers a document  including  the new Member's
notice address and its agreement to be bound by the terms of this Agreement.

         7.3      Drag-Along Rights.

                  (a) At any time on or after  March 9, 2005,  in the event that
TFC wishes to accept a bona fide third party offer for the  acquisition of Units
(whether  by  purchase,  merger,  consolidation  or  otherwise),  TFC shall give
written  notice  thereof to each other Member,  which notice shall  describe the
material terms and conditions of such offer.

                  (b) TFC may by written notice (a "Drag-Along  Notice") to each
Member  require each other Member to sell the same  proportionate  percentage of
the  Units  which  such  Member  owns,  as TFC  proposes  to sell,  for the same
consideration  per Unit and otherwise on the same terms and conditions  obtained
by TFC. Members  participating in such a sale shall bear their pro rata share of
transaction costs incurred in connection with such sale to the extent such costs
would  otherwise  be borne by TFC.  In such  case,  each  Member  shall take all
actions  necessary  in order to cause  such  sale of Units,  including,  without
limitation, the execution and delivery of documents and instruments requested by
TFC, and the Company shall bear all costs and expenses relating thereto.

                  (c) In  addition  to the  foregoing,  in the event that at any
time after March 9, 2005 TFC wishes to require  the  Company to sell,  transfer,
assign or otherwise  dispose of all or substantially all of the Company's Assets
in a transaction or in a series of transactions, TFC and the Company may require
the holders of all other Units to participate in such sale, transfer, assignment
or other disposition. In such case, each Member shall take all actions necessary
in order to cause such sale,  transfer,  assignment or other  disposition of the
Company's Assets, including,  without limitation,  the execution and delivery of
documents and instruments requested by TFC, and the Company shall bear all costs
and expenses relating thereto.

                  (d) If TFC shall not have  delivered a Drag-Along  Notice with
respect to such proposed Transfer of Units, any other Member, at his option, may
by written  notice (a "Tag-Along  Notice") to TFC given within fifteen (15) days
of receipt of notice of such bona fide third party  offer,  require TFC to cause
such third party to acquire the same proportionate percentage of the Units which
such Member owns, as TFC proposes to sell, for the same  consideration  per Unit
and otherwise on the same terms and conditions obtained by TFC.

         7.4      Right of First Refusal.

                  (a) At any time on or after  March 9,  2005,  if at any time a
Member (a "Selling Member") receives a bona fide offer (an "Offer") from a third
party  (the  "Buyer")  to  purchase  some  or  all of its  Units  (the  "Offered
Interest")  that the Selling Member desires to accept,  the Selling Member shall
deliver to the  Company  and the other  Members  (the  "Non-Selling  Members") a
written  notice  (the  "First  Refusal  Notice")  informing  the Company and the
Non-Selling  Members of such Offer and including (i) the name of the Buyer, (ii)
the size of the Offered Interest,  (iii) the price, terms and all other material
conditions of such Offer and (iv) any other information  relevant to the Company
and the Non-Selling  Members necessary to evaluate the terms and the genuineness
of such Offer.

                  (b) The Company  shall have fifteen (15) days from the date on
which it receives the First Refusal  Notice to inform the Selling Member that it
wishes to purchase all, but not less than all, of the Offered  Interest from the
Selling  Member for the price  stated in the First  Refusal  Notice (a "Right of
First Refusal").  The Company,  in exercising its Right of First Refusal,  shall
have the option of  purchasing  such  Offered  Interest for cash or for the same
consideration offered by the Buyer in the Offer; provided,  however, that if the
Buyer  offers a Selling  Member the Buyer's own equity  securities,  the Company
will be  required  to  exercise  its right of first  Refusal by  purchasing  the
Offered Interest for cash.
<PAGE>

                  (c) If the Company  elects not to exercise  its Right of First
Refusal, the Company shall notify the Selling Member and the Non-Selling Members
within  the same 15 day  period  that it will not  exercise  such right and each
Non-Selling  Member  shall have an  additional  fifteen  (15) days to notify the
Selling  Member that they wish to purchase  all, but not less than all, of their
Offered Interests  Percentage (as defined below) from the Selling Member for the
same  price and on the same  terms and  conditions  as stated in the Offer  (the
"Right of Second Refusal").  Non-Selling Members wishing to exercise their Right
of Second  Refusal  shall have the right to purchase  the portion of the Offered
Interest equal to the fraction obtained by dividing their percentage interest in
the Company by the total  percentage  interests  of all the  Members  wishing to
exercise such right (each Non-Selling Member's "Offered Interests  Percentage").
In the event that any  Non-Selling  Member  elects not to exercise  its Right of
Second Refusal,  under this Section 7.4(c), for all of such Non-Selling Member's
Offered  Interests  Percentage,  each Non-Selling  Member which so exercised its
right shall have the right to purchase,  on a pro rata basis,  the  remainder of
the Offered Interest.  Each Non-Selling Member who or which exercises his or its
Right of Second  Refusal  shall have ninety (90) days to purchase the portion of
the Offered Interests with respect to which he or it has exercised such Right of
Second Refusal.

                  (d) To the extent that  neither the Right of First  Refusal or
the Right of Second  Refusal are  exercised  in the required  time  period,  the
Selling  Member shall have ninety (90) days to sell the Offered  Interest to the
Buyer on the  terms  and  conditions  set  forth in the  Offer.  If the  Offered
Interest is not sold within such 90 day period, such Selling Member must deliver
a new Notice to the Company and the  Non-Selling  Members and the Right of First
Refusal and the Right of Second Refusal are again exercisable.

                                  ARTICLE VIII
                    Dissolution, Liquidation and Termination

         8.1  Dissolution.  The Company shall be dissolved and its affairs shall
be wound up upon the earlier of (i) the  election to dissolve  the Company by an
affirmative vote the Board of Managers or (ii) the entry of a decree of judicial
dissolution  of the Company under the Act.  Dissolution  of the Company shall be
effective  as of  the  day  on  which  the  event  occurs  giving  rise  to  the
dissolution,  but the Company shall not terminate until there has been a winding
up of the  Company's  business  and  affairs,  and the Company  Assets have been
distributed as provided in Section 8.2 of this Agreement and in the Act.

         8.2 Liquidation and Termination.  Upon dissolution of the Company,  the
Managers shall act as liquidators or may appoint one or more Managers or Members
(with its or their  consent)  as  liquidators.  The  liquidators  shall  proceed
diligently to wind up the affairs of the Company and make final distributions as
provided  in  this  Section  8.2 and in the  Act.  The  costs  and  expenses  of
liquidation shall be borne as a Company expense.  Until final distribution,  the
liquidators  shall  continue to manage the  Company's  Assets and the  Company's
affairs  with all the  power  and  authority  of the  Managers.  After  payment,
satisfaction  or discharge of the Company's  debts,  liabilities and obligations
(or adequate  provision  therefor) has been made,  all remaining  Company Assets
shall be distributed to the Members, pro rata, in accordance with their positive
Capital Account balances.  The distribution of the Company Assets to the Members
in  accordance  with the  provisions  of this  Section  8.2 shall  constitute  a
complete  return to the Members of their  Capital  Contributions  and a complete
distribution  to the  Members of their  Membership  Interests  and of all of the
Company Assets.  To the extent that a Member returns funds to the Company,  such
Member shall have no claim against any other Member for such funds.


<PAGE>

         8.3 Deficit Capital Accounts.  Notwithstanding anything to the contrary
contained in this Agreement and notwithstanding any custom or rule of law to the
contrary,  to the extent that the deficit, if any, in the Capital Account of any
Member results from or is  attributable  to deductions and losses of the Company
(including,  without  limitation,  non-cash  items  such  as  depreciation),  or
distributions of money or other assets pursuant to this Agreement to all Members
in proportion to their  respective  Units,  upon dissolution of the Company such
deficit  shall not be a Company  Asset and such Member shall not be obligated to
contribute  such  amount to the  Company to bring the  balance of such  Member's
Capital Account to zero.

         8.4 Certificate of Dissolution. When all liabilities and obligations of
the Company have been paid or  discharged,  or adequate  provision has been made
therefor,  and all of the remaining  Company Assets have been distributed to the
Members  according  to their  respective  rights and  interests  as  provided in
Section 8.2 of this  Agreement,  the Company is terminated  and the Managers (or
such other  Person or Persons as the Act may require or permit)  shall take such
actions, and shall execute, acknowledge and file any and all instruments, as may
be necessary or appropriate to reflect the  dissolution  and  termination of the
Company.

         8.5      Rights Following Dissolution.

                  (a) For  five  (5)  years  following  the  dissolution  of the
Company,  Textron  shall  retain a license  to use (for use by  Textron  and its
Affiliates  in the  conduct of their  respective  businesses),  at no cost,  the
software and other communications and technology of the Company and Entrade. For
such five year period,  Textron, TFC and their subsidiaries shall be entitled to
all generally  available  upgrades made to such  technology,  as well as routine
technical support.

                  (b) Following the  Company's  dissolution,  TFC shall have the
right  to  continue  the  Company's  pre-existing  relationship  with any of the
Company's "Fulfillment  Partners," including service pricing equal to the lesser
of (i) the favored  pricing  offered by the Company prior to its dissolution and
(ii) the pricing offered to the Fulfillment Partners' best or largest customers.
The terms of this Section  8.5(b) shall continue for two (2) years from the date
of  the  Company's  dissolution;  provided,  however,  that  if the  Company  is
dissolved by mutual agreement of the parties, this Section 8.5(b) shall continue
for a period of five (5) years from the date of the Company's dissolution.

                                   ARTICLE IX
                         Conversion into Corporate Form

         9.1 General.  The parties to this  Agreement  have  considered  various
financial  and other  strategic  initiatives  relating  to the  Company and have
determined  that the Company may  ultimately  wish to raise capital  through the
public  markets.  Accordingly,  the parties  hereby  agree to give the Board the
power and authority to convert the Company into corporate form at any time.

         9.2      Conversion Mechanism.

                  (a) The Board shall have the power and authority to effect (i)
the conversion of the Company's  business form from a limited  liability company
to a Delaware corporation,  (ii) the merger of the Company with or into a new or
previously-established  but  dormant  Delaware  corporation  having no assets or
liabilities,  debts or other obligations of any kind whatsoever other than those
associated  with  its  formation  and  initial   capitalization   or  (iii)  the
liquidation  of the  Company and the  distribution  to the Members of the equity
securities  of  a  corporate  subsidiary  which  owns  all  of  the  assets  and
liabilities of the Company (such a conversion, merger or liquidation is referred
to as a "Conversion" and such Delaware corporation is referred to as the "Public
Vehicle").

                  (b) Upon the  consummation of a Conversion,  the Units held by
each holder thereof shall  thereupon be converted into a number of shares of the
Public  Vehicle's  common stock which would, as nearly as  practicable,  provide
each holder with the same  economic  benefit that such holder would  receive if,
immediately  prior to the  Conversion,  (i) the Company  distributed  all of its
assets  to its  Members  in  accordance  with  Section  8.2 or  (ii)  all of the
Company's  assets were sold for their fair market  value  (which  value shall be
determined in good faith by the Board) and the Company were  liquidated  and all
of its assets were  distributed  in  accordance  with  Section  8.2. The Board's
determination  of the number of shares of the Public Vehicle's common stock that
each Member receives upon a Conversion shall be final and binding on the holders
of Units absent manifest arithmetic error.

         9.3 Member  Action.  In connection  with a Conversion of Units into the
Public Vehicle's common stock effected by the Board pursuant to this Article IX,
each  Member  hereby  covenants  and agrees to take any and all such  action and
execute and  deliver any and all such  instruments  and other  documents  as the
Board may reasonably  request in order to effect or evidence such  conversion of
Units. Without limiting the generality of the foregoing, no Member shall have or
be  entitled to  exercise  any  dissenter's  rights,  appraisal  rights or other
similar rights in connection with such Conversion.
<PAGE>

         9.4  Friends  and Family  Securities.  In  connection  with the initial
public offering of the common stock of the Public Vehicle,  the parties will use
commercially  reasonable  efforts to provide a mechanism for the shareholders of
each of the Members to  participate  in such  offering  at the initial  offering
price so long as such participation does not violate federal or state securities
laws or regulations.

                                    ARTICLE X
                            Miscellaneous Provisions

         10.1 Financial  Services.  TFC shall have the exclusive  right of first
refusal  to  provide  financial  services  to the  Company  and  its  customers;
provided,  however,  that with respect to any financial services provided to the
Company,  TFC shall not  charge  the  Company  an amount in excess of the amount
which TFC would charge its best or largest customers for the same services.

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

         10.3  Notices.  Except as  expressly  set forth to the contrary in this
Agreement,  all notices,  requests,  or consents provided for or permitted to be
given  under this  Agreement  shall be in writing  and shall be given  either by
depositing  such writing in the United States mail,  addressed to the recipient,
postage paid, and  registered or certified  with return receipt  requested or by
delivering such writing to the recipient in person, by courier,  or by facsimile
transmission; and a notice, request, or consent given under this Agreement shall
be effective on receipt by the Person to whom sent. All notices,  requests,  and
consents to be sent to a Member  shall be sent to or made at the  address  given
for such  Member on  Schedule A hereto or such other  address as such Member may
specify by notice to the  Company,  the Managers or and the other  Members.  Any
notice,  request, or consent to the Company or the Managers must be given to the
Managers at the address provided in Section 2.2 of this Agreement.  Whenever any
notice is required to be given by law,  the  Certificate  of  Formation  or this
Agreement,  a written waiver  thereof,  signed by the Person entitled to notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the giving of such notice.

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

         10.5  Effect of Waiver or  Consent.  A waiver or  consent,  express  or
implied, to or of any breach or default by any Person in the performance by such
Person of its obligations  with respect to the Company shall not be a consent or
waiver to or of any other breach or default in the performance by such Person of
the same or any other  obligations  of such Person with  respect to the Company.
Failure on the part of a Person to complain of any act or omission of any Person
or to declare any Person in default with respect to the Company, irrespective of
how long that failure continues, shall not constitute a waiver by such Person of
its  rights  with  respect  to that  default  until the  applicable  statute  of
limitations period has run.
<PAGE>

         10.6 Governing Law  Severability.  This Agreement  shall be governed by
and shall be  construed  in  accordance  with the laws of the State of Delaware,
excluding any conflict of laws rule or principle that might refer the governance
or the  construction of this Agreement to the laws of another  jurisdiction.  In
the event of a direct conflict  between the provisions of this Agreement and (i)
any provision of the Certificate of Formation,  or (ii) any mandatory  provision
of the Act, then the applicable provision of the Certificate of Formation or the
Act shall control. If any provision of this Agreement or the application thereof
to any Person or  circumstance is held invalid or  unenforceable  to any extent,
the remainder of this  Agreement and the  application of that provision to other
Persons or circumstances  shall not be affected thereby and such provision shall
be enforced to the fullest extent permitted by law.

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

         10.8 Headings and Sections. The headings in this 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 Agreement or any provision hereof.
Unless the context  requires  otherwise,  all  references  in this  Agreement to
Sections or  Articles  shall be deemed to mean and refer to Sections or Articles
of this Agreement.

          10.9 Numbers and Gender. Where the context so indicates, the masculine
shall  include  feminine and neuter,  and the neuter shall include the masculine
and feminine, and the singular shall include the plural.

         10.10 Binding Effect. Except as otherwise provided in this Agreement to
the contrary,  this Agreement  shall be binding upon and inure to the benefit of
the  Members,  their  distributees,  heirs,  legal  representatives,  executors,
administrators, successors and assigns.

         10.11  Counterparts.   This  Agreement  may  be  executed  in  multiple
counterparts,  each of which  shall be  deemed  to be an  original  and shall be
binding  upon the Member who  executed  the same,  but all of such  counterparts
shall constitute the same Agreement.

         10.12 Conflicts of Interest. Subject to the other express provisions of
this Agreement or except as otherwise expressly agreed in writing, each Manager,
Member and  officer of the  Company at any time and from time to time may engage
in and possess  interests in other  business  ventures of any and every type and
description,  independently  or with others,  including ones in competition with
the Company,  with no  obligation  to offer to the Company or any other  Member,
Manager or officer the right to participate therein.

         10.13  Amendment  or  Modification  of  Agreement.   The  amendment  or
modification  of this  Agreement  is a Major  Decision  and,  accordingly,  this
Agreement may be amended or modified only by a written  instrument  executed and
agreed to by the Managers in  accordance  with Section 3.1;  provided,  however,
that any changes to Schedule A made by the Managers to reflect the  admission of
a new Member or a change in the  interest of a Member  shall not be deemed to be
an amendment or modification requiring the consent of the Managers.

<PAGE>


         IN WITNESS WHEREOF,  this Agreement is executed and delivered as of the
date first written above by the  undersigned and the  undersigned,  being all of
the Members,  do hereby agree to be bound by the terms and  provisions set forth
in this Agreement.


                                TEXTRON FINANCIAL CORPORATION


                                By:____________________________



                                ENTRADE INC.


                                By:____________________________



                                ATM SERVICE, LTD.


                                By:____________________________



                                SAFEGUARD SCIENTIFICS, INC.


                                By:____________________________




<PAGE>


                              AssetControl.com, LLC

                                   SCHEDULE A

                                Name and Address
                                       and
                              Units of the Members



    ----------------------------------------- ---------------------------
    Name and Addresses of Members                        Number of Units
    ----------------------------------------- ---------------------------
    ----------------------------------------- ---------------------------
    Textron Financial Corporation                              475
    40 Westminster Street
    Providence, RI 02903

    ----------------------------------------- ---------------------------
    ----------------------------------------- ---------------------------
    Entrade Inc.                                               380
    500 Central Avenue
    Northfield, Illinois 60093

    ----------------------------------------- ---------------------------
    ----------------------------------------- ---------------------------
    ATM Service, Ltd.                                           95
    220 White Plains Road
    Tarrytown, New York 10591

    ----------------------------------------- ---------------------------
    ----------------------------------------- ---------------------------
    Safeguard Scientifics, Inc.                                 50
    800 The Safeguard Building
    435 Devon Park Drive
    Wayne, Pennsylvania 19087

    ----------------------------------------- ---------------------------
    ----------------------------------------- ---------------------------
    TOTAL                                                     1,000
    ----------------------------------------- ---------------------------