AMENDED AND RESTATED OPERATING AGREEMENT
                             FOR ORYX VENTURES, LLC
                      A DELAWARE LIMITED LIABILITY COMPANY


         This AMENDED AND RESTATED OPERATING AGREEMENT (the "Agreement") of Oryx
Ventures,  LLC, a Delaware limited  liability  company (the "Company"),  is made
effective  as of November  01,  2001,  by and between the parties  listed on the
signature pages hereof, with reference to the following facts:

         A. The  Certificate  of Formation for the Company under the laws of the
State of  Delaware  was filed with the  Delaware  Secretary  of State on May 18,
2000.

         B. Oryx Technology  Corp., as the initial Member,  and Philip Micciche,
as the Manager,  hereto have entered into that certain  Operating  Agreement for
Oryx Ventures, LLC dated May 18, 2001 (the "Original Agreement").

         C. The parties to the Original  Agreement  desire to amend and restated
the  Original  Agreement  in its  entirety  to admit  Philip  Micciche,  Mitchel
Underseth and Luis Borge as Members and to make such further  changes as are set
forth below.

         NOW,  THEREFORE,   the  parties  (hereinafter   sometimes  collectively
referred to as the "Members," or  individually  as a "Member") by this Agreement
set forth the operating agreement for the Company under the laws of the State of
Delaware upon the terms and subject to the conditions of this Agreement.

         1. Except as set forth herein or as may be  subsequently  amended by an
amendment  to this  Agreement,  the  Company  shall be  governed  by the default
provisions  of the  Delaware  Limited  Liability  Company  Act,  codified in the
Delaware  Corporations  Law, Sections 18-101 et seq., as the same may be amended
from time to time.

         2. The Company shall have one Manager.  The Company's  initial  Manager
shall be Philip  Micciche;  who shall serve until his  successor is duly elected
and qualified.

         3. If, at any time, there is more than one Manager, any action required
or permitted to be taken by the Managers may be taken by the Managers  without a
meeting, if a majority of the Managers  individually or collectively  consent to
or ratify such action in writing,  unless the action requires the unanimous vote
of the Managers, in which case all Managers must consent in writing. Such action
by  written  consent or  ratification  shall have the same force and effect as a
majority vote of such Managers.  Nothing in this Section 3 governing meetings of
the  Managers  or in this  Agreement  is intended  to require  that  meetings of
Managers be held,  it being the intent of the Members that  meetings of Managers
are not required.

         4. The Members have  contributed or shall  contribute to the capital of
the  Company the  respective  contributions  set forth on Exhibit A hereto.  The
respective percentage interests of the Members are also set forth on Exhibit A.

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<PAGE>

         5. The name of the Company shall be "Oryx  Ventures,  LLC." All actions
heretofore  taken by the  organizer of the Company on behalf of or in connection
with the Company are hereby  approved and ratified in all respects by all of the
Company's  Members  and the  Manager,  and the Company is hereby  authorized  to
reimburse such organizer for all reasonable out of pocket  expenses  incurred in
connection therewith.

         6. All  distributions  of net cash available from  operations  shall be
made in accordance with Members' percentage interests.  All income and loss from
operations shall be allocated in accordance with Members' percentage  interests;
provided,  however, that any loss that would cause or increase a deficit balance
in a Member's  capital  account shall be reallocated to the Members to whom such
loss can be allocated  without causing or increasing a deficit balance,  and any
such  reallocation  of loss shall be taken  into  consideration  in  determining
subsequent allocations of income and loss so that the total amount of income and
loss from operations allocated to each Member is, to the extent possible,  equal
to the amount that would have been allocated in the absence of such reallocation
of loss.

         7. All income and loss from the sale of all or substantially all of the
assets of the Company or the  liquidation  of the Company  shall be allocated so
that the Members' capital accounts, computed as required by the Internal Revenue
Code of 1986,  as  amended,  and the  Treasury  Regulations  thereunder,  to the
greatest  extent  possible,  shall be in proportion  to the Members'  percentage
interests.  All  distributions  in  liquidation  of  the  Company  shall  be  in
accordance with the Members' positive capital account  balances,  computed after
taking into account all other capital  account  adjustments  for the year during
which such liquidation  occurs. Upon the liquidation of any Member's interest in
the Company, that Member shall unconditionally contribute to the Company cash in
an amount equal to the deficit balance in its capital account.

         8.  The  percentage  interests  of each  of  Philip  Micciche,  Mitchel
Underseth and Luis Borge for purposes of allocating future distributions, income
and loss pursuant to  paragraphs 6 and 7 shall be adjusted upon the  termination
of  their  employment  as an  employee  or  director  of or  consultant  to Oryx
Technology  Corp.  ("Oryx").  Upon  termination  of  employment  with  Oryx (the
"Termination  Date"),  the  percentage  interest  of  Philip  Micciche,  Mitchel
Underseth,  and/or Luis  Borge,  as the case may be, in  allocations  of Company
distributions,  income or loss after such  Termination  Date shall be reduced to
equal the product of (A) such Member's retained percentage  immediately prior to
the  Termination  Date, and (B) such Member's  percentage  interest  immediately
prior to such  Termination  Date. For purposes of this paragraph,  the "retained
percentage" for each of Philip Micciche,  Mitchel Underseth and Luis Borge shall
mean (i)  37.5% as of the date of this  Agreement  plus  (ii)  2.0833%  for each
consecutive full month hereafter that such Member remains an employee,  director
of or  consultant  to Oryx (up to a maximum of thirty  (30)  months).  After the
Termination Date for either of Philip Micciche, Mitchel Underseth or Luis Borge,
the percentage interest of Members who have not terminated their employment with
Oryx (at that time or previously) shall be increased  proportionately  until the
percentage interests of all Members equals 100%.

         9. Upon  termination of employment of either Philip  Micciche,  Mitchel
Underseth  or Luis Borge as an employee or  director of or  consultant  to Oryx,
whether by  resignation or termination  with or without cause,  such  terminated
individual shall  immediately  have no


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<PAGE>

managerial  authority  with  respect to the  Company  and shall,  in good faith,
assist the Company in a transition of managerial  authority to such person(s) as
the Company may designate.

         10. In the event that the  income  allocated  to a Member  for  federal
income tax  purposes  for any fiscal year  exceeds the net cash  available  from
operations  distributed  to such Member for such fiscal year (such  excess being
referred to as "Excess Net  Profit"),  each Member  shall  receive from net cash
available from operations when such cash becomes  available,  an amount equal to
the aggregate net amount of federal  income tax and applicable  state  franchise
and/or  income  tax  such  Member  (or,  if  such  Member  is an S  corporation,
Membership,  limited  liability company or other  "pass-through"  entity for tax
purposes, its shareholders, Members or members, as the case may be) would owe on
such  Excess Net Profit if such  Member  were  subject  to the  maximum  regular
individual federal income tax rate and the maximum individual  California income
tax rate then in existence on such income  (taking into account the deduction of
applicable  income taxes for federal  income tax  purposes).  Such  distribution
shall be made  whether or not such  Member is an  individual  and whether or not
such income  would be subject to a higher or lower tax rate.  Any  distributions
made  pursuant  to this  Section  7 shall be taken  into  account  in  computing
subsequent  distributions  so  that  the  net  cash  available  from  operations
distributed  to each  member  shall be equal to the amount  that would have been
distributed if this Section 7 applies.

         11. The Manager of the Company is hereby authorized to open one or more
bank  accounts on behalf of the Company and to execute and deliver such standard
from account opening forms and resolutions  reasonably necessary or desirable to
open such bank accounts.

         12. The Company  shall be taxed as a  partnership  for both federal and
state income tax purposes.

         13.  Upon  execution  of this  Agreement  by the  parties  hereto,  the
Original Agreement shall be terminated in its entirety.

         14. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original and, together, shall constitute one instrument.


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<PAGE>


         IN WITNESS WHEREOF,  the undersigned have executed this Agreement to be
effective as of the date first written above.



MEMBERS:

ORYX TECHNOLOGY CORP.


By:  /s/ Jay M. Haft
     ----------------
     Name: Jay M. Haft
     Title: Director


     /s/ Philip Micciche
     --------------------
         Philip Micciche


     /s/ Mitchel Underseth
     ----------------------
         Mitchel Underseth


     /s/ Luis Borge
     ---------------
         Luis Borge


MANAGER:


     /s/ Philip Micciche
     --------------------
         Philip Micciche



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<PAGE>


                                    EXHIBIT A


                      CAPITAL CONTRIBUTIONS OF MEMBERS AND
                       ADDRESSES OF MEMBERS AND MANAGER OF
                               ORYX VENTURES, LLC
<TABLE>
<CAPTION>


             Member's                                                         Percentage
        Names and Addresses                        Capital Contributed        Interest(s)
        -------------------                        -------------------        -----------

<S>                                                <C>                              <C>
        Oryx Technology Corp.                      $2,586,490                       80%
        4340 Almaden Expressway
        San Jose, CA  95118
        Attention: Chief Financial Officer

        Philip Micciche                                  $0                          9%
        Oryx Technology Corp.
        4340 Almaden Expressway
        San Jose, CA  95118

        Mitchel Underseth                                $0                          9%
        Oryx Technology Corp.
        4340 Almaden Expressway
        San Jose, CA  95118

        Luis Borge                                       $0                          2%
        Oryx Technology Corp.
        4340 Almaden Expressway
        San Jose, California  95118

        Total:                                                                     100%
</TABLE>



Manager's Name & Address

Philip Micciche
Oryx Technology Corp.
4340 Almaden Expressway
San Jose, California  95118