<PAGE>

                                                                    Exhibit 3(9)

                                 Am-Source, LLC

                               Operating Agreement

      This OPERATING AGREEMENT (the "Agreement") is entered into as of this 29th
day of June 2001 by and among AM-SOURCE, LLC (the "Company") and the Persons
whose signatures are set forth on Exhibit "A" hereto (each such Person is
referred to herein individually as a "Member", and collectively, as the
"Members").

                              EXPLANATORY STATEMENT

      The parties have agreed to organize and operate a limited liability
company in accordance with the terms and conditions set forth in this Agreement.

      NOW, THEREFORE, for good and valuable consideration, the parties,
intending to be legally bound, agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

1.1.  Definitions. Each of the following capitalized terms shall have the
meaning specified in this Article 1. Other terms are defined in the text of this
Agreement and those terms shall have the meanings respectively ascribed to them
throughout this Agreement.

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

            (i)   the deficit shall be decreased by the amounts which the Member
                  is obligated to restore pursuant to any provision of this
                  Agreement or is deemed obligated to restore pursuant to
                  Treasury Regulation Section 1.704-1(b)(2)(ii)(c); and

            (ii)  the deficit shall be increased by the items described in
                  Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and
                  (6).

      (b)   "Agreement" means this Operating Agreement, and the Exhibits and
            Schedules annexed hereto, all as amended from time to time in
            accordance with the provisions hereof.

      (c)   "Articles of Organization" means the Articles of Organization of the
            Company, as filed or to be filed with the Rhode Island Secretary of
            State, as the same may be amended from time to time.

      (d)   "Capital Account" means the account to be maintained in the Company
            for each Member as described in Section 6.3.

<PAGE>

      (e)   "Capital Contribution" means the total amount of cash and the fair
            market value of any other asset contributed or deemed contributed
            under Regulation Section 1.704-1(b)(2)(iv)(d) to the Company by a
            Member net of liabilities assumed or to which the assets are subject
            as determined by the Members.

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

      (g)   "Company" means the limited liability company formed in accordance
            with this Agreement.

      (h)   "Distribution" means any cash and other property paid to a Member by
            the Company from the operations of the Company.

      (i)   "Fiscal Year" means the fiscal year of the Company, which shall be
            the year ending December 31.

      (j)   "Member" means each person signing this Agreement and any Person who
            subsequently is admitted as a member of the Company and any
            reference herein to the Members of the Company shall be to the then
            Members of the Company.

      (k)   "Membership Interests" means all of the rights of a Member in the
            Company, including such Member's: (a) right to share in the Net
            Profits and Net Losses of the Company; (b) right to inspect the
            Company's books and records; (c) right to participate in the
            management of and vote on matters coming before the Members, as
            provided in this Agreement; and (d) unless this Agreement or the
            Articles of Organization provide to the contrary, the right to act
            as an agent of the Company and shall be calculated by dividing the
            number one by the total number of Membership Interests then held by
            all Members.

      (l)   "Net Losses" means the losses of the Company, if any, determined in
            accordance with generally accepted accounting principles employed
            under the cash method of accounting.

      (m)   "Net Profits" means the income of the Company, if any, determined in
            accordance with generally accepted accounting principles employed
            under the cash method of accounting.

      (n)   "Rhode Island Act" means the Rhode Island Limited Liability Company
            Act.

      (o)   "Person" means any corporation governmental authority, limited
            liability company, partnership trust, unincorporated association or
            other entity.

      (p)   "Treasury Regulation" means the treasury regulations, including any
            temporary regulations, promulgated under the Code from time to time
            may be amended from time to time.

                                      -2-
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                                   ARTICLE 2
                                  ORGANIZATION

2.1.  Formation. One or more Persons has acted or will act as an organizer or
organizers to form a limited liability company by preparing, executing and
filing with the Rhode Island Secretary of State the Articles of Organization
pursuant to the Rhode Island Act.

2.2.  Name. The name of the Company is AM-SOURCE, LLC.

2.3.  Principal Place of Business. The principal place of business of the
Company within the State of Rhode Island shall be 261 Narragansett Park Drive,
East Providence, Rhode Island 02916. The Company may establish any other places
of business as the Members may from time to time deem advisable.

2.4.  Registered Agent. The Company's registered agent shall be Arthur Kaufman,
c/o 261 Narragansett Park Drive, East Providence, Rhode Island 02916. The
registered agent may be changed from time to time by amending the Articles of
Organization pursuant to the Rhode Island Act.

2.5.  Term. The term of the Company shall begin upon the filing of the Articles
of Organization and shall terminate as provided in the Rhode Island Act, unless
the Company is dissolved sooner pursuant to this Agreement or the Rhode Island
Act.

2.6.  Purposes. The Company is formed for any lawful business purpose or
purposes.

                                   ARTICLE 3
                                    MEMBERS

3.1.  Names and Addresses. The names and addresses of the Members are as set
forth in "Exhibit A" to this Agreement.

3.2.  Additional Members. A Person may be admitted as a Member after the date of
this Agreement upon the vote or written consent of a majority of Membership
Interests.

3.3.  Books and Records. The Company shall keep books and records of accounts
and minutes of all meetings of the Members. Such books and records shall be
maintained on a cash basis in accordance with this Agreement.

3.4.  Information. Each Member may inspect during ordinary business hours and at
the principal place of business of the Company the Articles of Organization, the
Operating Agreement, the minutes of any meeting of the Members and any tax
returns of the Company for the immediately preceding three Fiscal Years.

3.5.  Limitation of Liability. Each Member's liability shall be limited as set
forth in this Agreement, the Rhode Island Act and other applicable law. A Member
shall not be personally liable for any indebtedness, liability or obligation of
the Company, except that such Member shall remain personally liable for the
payment of the Capital Contribution of such Member and as otherwise set forth in
this Agreement, the Rhode Island Act and any other applicable law.

                                      -3-
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3.6.  Sale of All Assets. The Members shall have the right, by the vote or
written consent of at least two-thirds of all Membership Interests, to approve
the sale, lease, exchange or other disposition of all or substantially all of
the assets of the Company.

3.7.  Priority and Return of Capital. No Member shall have priority over any
other Member, whether for the return of a Capital Contribution or for Net
Profits, Net Losses or a Distribution; provided, however, that this Section
shall not apply to loans or other indebtedness (as distinguished from a Capital
Contribution) made by a Member to the Company.

3.8.  Liability of a Member to the Company. A Member who or which rightfully
receives the return of any portion of a Capital Contribution is liable to the
Company only to the extent now or hereafter provided by the Rhode Island Act. A
Member who or which receives a Distribution made by the Company in violation of
this Agreement or made when the Company's liabilities exceed its assets (after
giving effect to such Distribution) shall be liable to the Company for the
amount of such Distribution.

3.9.  Financial Adjustments. No Members admitted after the date of this
Agreement shall be entitled to any retroactive allocation of losses, income or
expense deductions incurred by the Company.

                                   ARTICLE 4
                                   MANAGEMENT

4.1.  Management. The property, business and affairs of the Company shall be
managed by its Members, who shall have full authority, power and discretion to
make all decisions with respect to the Company's business, perform any and all
other acts customary or incident to such management, and perform such other
services and activities set forth in this Agreement in accordance herewith and
with the Act.

4.2.  Officers and Agents. The Members may from time to time designate such
officers and agents as they may deem necessary to carry out the day-to-day
operations of the Company. Such officers and agents shall have such duties,
powers, responsibilities and authority as may from time to time be prescribed by
the Members and may be removed at any time, with or without cause by the
Members.

4.3.  Indemnification. The Company shall indemnify and hold harmless any such
officer or agent from and against all claims and demands to the maximum extent
permitted under the Rhode Island Act.

4.4.  Salaries. The salaries and other compensation of the officers or agents,
if any, shall be fixed from time to time by the vote or written consent of at
least a majority of the Membership Interests. No officer or agent shall be
prevented from receiving such a salary or other compensation because such
officer or agent is also a Member.

                                      -4-
<PAGE>

                                   ARTICLE 5
                               MEETINGS OF MEMBERS

5.1.  Annual Meeting. The annual meeting of the Members shall be held on each
third Tuesday in June or at such other time as shall be determined by the vote
or written consent of the Membership Interests for the purpose of the
transaction of any business as may come before such meeting.

5.2.  Special Meetings. Special meetings of the Members, for any purpose or
purposes, may be called by any Member holding not less than 25% of the
Membership Interests.

5.3.  Place of Meetings. Meetings of the Members may be held at any place,
within or outside the State of Rhode Island, for any meeting of the Members
designated in any notice of such meeting. If no such designation is made, the
place of any such meeting shall be the chief executive office of the Company.

5.4.  Notice of Meetings. Written notice stating the place, day and hour of the
meeting indicating that it is being issued by or at the discretion of the person
or persons calling the meeting, stating the purpose or purposes for which the
meeting is called shall be delivered no fewer than ten nor more than sixty days
before the date of the meeting.

5.5.  Record Date. For the purpose of determining the Members entitled to notice
of or to vote at any meeting of Members or any adjournment of such meeting, or
Members entitled to receive payment of any Distribution, or to make a
determination of Members for any other purpose, the date on which notice of the
meeting is mailed or the date on which the resolution declaring Distribution is
adopted, as the case may be, shall be the record date for making such a
determination. When a determination of Members entitled to vote at any meeting
of Members has been made pursuant to this Section, the determination shall apply
to any adjournment of the meeting.

5.6.  Quorum. Members holding not less than a majority of all Membership
Interests shall constitute a quorum at any meeting of Members. In the absence of
a quorum at any meeting of Members, a majority of the Membership Interests so
represented may adjourn the meeting from time to time for a period not to exceed
sixty days without further notice. However, if the adjournment is for more than
sixty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
Member of record entitled to vote at such meeting. At an adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
that might have been transacted at the meeting as originally noticed. The
Members present at a meeting may continue to transact business until
adjournment, notwithstanding the withdrawal during the meeting of Membership
Interests whose absence results in less than a quorum being present.

5.7.  Manner of Acting. If a quorum is present at any meeting, the vote or
written consent of Members holding not less than a majority of Membership
Interests shall be the act of the Members unless the vote of a greater or lesser
proportion or number is otherwise required by the Rhode Island Act, the Articles
of Organization or this Agreement.

5.8.  Action by Members Without a Meeting.

                                      -5-
<PAGE>

      (a)   Whenever the Members of the Company are required or permitted to
            take any action by vote, such action may be taken without a meeting,
            without prior notice and without a vote, if a consent or consents in
            writing, setting forth the action so taken shall be signed by the
            Members who hold the voting interests having not less than the
            minimum number of votes that would be necessary to authorize or take
            such action at a meeting at which all of the Members entitled to
            vote therein were present and voted and shall be delivered to the
            office of the Company, its principal place of business or an
            employee or agent of the Company. Delivery made to the office of the
            Company shall be by hand or by certified or registered mail, return
            receipt requested.

      (b)   Every written consent shall bear the date of signature of each
            Member who signs the consent, and no written consent shall be
            effective to take the action referred to therein unless, within
            sixty days of the earliest dated consent delivered in the manner
            required by this Section to the Company, written consents signed by
            a sufficient number of Members to take the action are delivered to
            the office the Company, its principal place of business or an
            employee or agent of the Company having custody of the records of
            the Company. Delivery made to such office, principal place of
            business or employee or agent shall be by hand or by certified or
            registered mail, return receipt requested.

      (c)   Prompt notice of the taking of the action without a meeting by less
            than unanimous written consent shall be given to each Member who has
            not consented in writing but who would have been entitled to vote
            thereon had such action been taken at a meeting.

5.9.  Waiver of Notice. Notice of a meeting need not be given to any Member who
submits a signed waiver of notice, in person or by proxy, whether before or
after the meeting. The attendance of any Member at a meeting, in person or by
proxy, without protesting prior to the conclusion of the meeting the lack of
notice of such meeting, shall constitute a waiver of notice by such Member.

5.10. Voting Agreements. An agreement between two or more Members, if in writing
and signed by the parties thereto, may provide that in exercising any voting
rights, the Membership Interest held by them shall be voted as therein provided,
or as they may agree, or as determined in accordance with a procedure agreed
upon by them.

                                    ARTICLE 6
                              CAPITAL CONTRIBUTIONS

6.1.  Capital Contributions. Each Member has contributed or shall contribute the
amount set forth in "Exhibit A" to this Agreement as the Capital Contribution to
be made by such Member.

6.2.  Additional Contributions. Except as set forth in Section 6.1 of this
Agreement, no Member shall be required to make any Capital Contribution.

6.3.  Capital Accounts. A Capital Account shall be maintained for each Member.
Each Member's Capital Account shall be increased by the value of each Capital
Contribution made

                                      -6-
<PAGE>

by the Member, the amount of any Company liabilities assumed by the Member (or
which are secured by Company property distributed to such Member), allocations
to such Member of the Net Profits and any other allocations to such Member of
income pursuant to the Code. Each Member's Capital Account will be decreased by
the value of each Distribution made to the Member by the Company, the amount of
any liabilities assumed by the Company (or which are secured by property
contributed to the Company by such Member), allocations to such Member of Net
Losses and other allocations to such Member pursuant to the Code.

6.4.  Transfers. Upon a permitted sale or other transfer of a Membership
Interest in the Company, the Capital Account of the Member transferring such
Member's Membership Interest shall become the Capital Account of the Person to
which or whom such Membership Interest is sold or transferred in accordance with
Section 1.704-1(b)(2)(iv) of the Treasury Regulations.

6.5.  Modifications. The manner in which Capital Accounts are to be maintained
pursuant to this Section is intended to comply with the requirements of Code
Section 704(b) and the Treasury Regulations promulgated thereunder. If in the
opinion of the Members the manner in which Capital Accounts are to be maintained
pursuant to this Agreement should be modified to comply with Code Section 704(b)
or the Treasury Regulations, then the method in which Capital Accounts are
maintained shall be so modified; provided, however, that any change in the
manner of maintaining Capital Accounts shall not materially alter the economic
agreement between or among the Members.

6.6.  Deficit Capital Account. Except as otherwise required in the Rhode Island
Act or this Agreement, no Member shall have any liability to restore all or any
portion of a deficit balance in a Capital Account.

6.7.  Withdrawal or Reduction of Capital Contributions. A Member shall not
receive from the Company any portion of a Capital Contribution until all
indebtedness, liabilities of the Company, except any indebtedness, liabilities
and obligations to Members on account of their Capital Contributions, have been
paid or there remains property of the Company, in the sole discretion of a
majority in interest of the Members sufficient to pay them. A Member,
irrespective of the nature of the Capital Contribution of such Member, has only
the right to demand and receive cash in return for such Capital Contribution.

                                   ARTICLE 7
                          ALLOCATIONS AND DISTRIBUTIONS

7.1.  Allocations of Profits and Losses. The Net Profits and the Net Losses for
each Fiscal Year shall be allocated among the Members in accordance with their
respective Membership Interests.

7.2.  Distributions. The Members may from time to time, in the discretion of a
majority of Membership Interests, make Distributions to the Members. All
Distributions shall be made to the Members pro rata in proportion to their
respective Membership Interests as of the record date set for such Distribution.

7.3.  Qualified Income Offset. No Member shall be allocated Net Losses or
deductions if the allocation causes the Member to have an Adjusted Capital
Account Deficit. If a Member

                                      -7-
<PAGE>

receives (i) an allocation of Net Loss or deduction (or any item thereof) or
(ii) any distribution which causes the Member to have an Adjusted Capital
Account Deficit at the end of any taxable year, then all items of income and
gain of the Company (consisting of a pro rata portion of each item of Company
income, including gross income and gain) for that taxable year, shall be
specially allocated to that Member, before any other allocation is made of
Company items for that taxable year in the amount and in such proportion as may
be required to eliminate the Adjusted Capital Account deficit as quickly as
possible. This Section 7.3 is intended to comply with, and shall be interpreted
consistently with the "qualified income offset" provisions of the Treasury
Regulations promulgated under Code Section 704(b).

7.4.  Offset. The Company may offset all amounts owing to the Company by a
Member against any Distribution to be made to such Member.

7.5.  Limitation Upon Distributions. No Distribution shall be declared and paid
unless, after such Distribution is made, the assets of the Company are in excess
of all liabilities of the Company.

7.6.  Interest on and Return of Capital Contributions. No Member shall be
entitled to interest on such Member's Capital Account or to a return of such
Member's Capital Contribution, except as specifically set forth in this
Agreement.

7.7.  Accounting Period. The accounting period of the Company shall be the
Fiscal Year.

                                   ARTICLE 8
                                     TAXES

8.1.  Tax Returns. The Members 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 its possession
relating to Company operations that is necessary to enable the Company's income
tax returns to be prepared and filed.

8.2.  Tax Elections. The Company shall make the following elections on the
appropriate tax returns:

      (a)   To adopt the calendar year as the Fiscal Year;

      (b)   To adopt the cash method of accounting;

      (c)   If a Distribution as described in Code Section 734 occurs or if a
            transfer of a Membership Interest described in Code Section 743
            occurs, upon the written request of any Member, to elect to adjust
            the basis of the property of the Company pursuant to Code Section
            754;

      (d)   To elect to amortize the organizational expenses of the Company and
            the start-up expenditures of the Company under Code Section 195
            ratably over a period of sixty months as permitted by Code Section
            709(b); and

                                      -8-
<PAGE>

      (e)   Any other election that the Company may deem appropriate and in the
            best interests of the Members.

Neither the Company nor any Member may make an election for the Company to be
excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the
Code or any similar provisions of applicable state law, and no provisions of
this Agreement shall be interpreted to authorize any such election.

8.3.  Tax Matters Partner. The Members shall designate one Member to be the "tax
matters partner" of the Company pursuant to Code Section 6231(a)(7). Any Member
who is designated "tax matters partner" shall take any action as may be
necessary to cause each other Member to become a "notice partner" within the
meaning of Code Section 6223.

                                    ARTICLE 9
                                 TRANSFERABILITY

9.1.  General. No Member shall gift, sell, assign, pledge, hypothecate, exchange
or otherwise transfer ("Transfer") to another Person any portion of a Membership
Interest, without the consent of a majority of Membership Interests; provided
that any Member may Transfer such Member's Membership Interest, or any portion
thereof to a spouse, child, grandchild, or spouse of a child or grandchild of
such Members, in each case without the consent of the other Members.

9.2.  Transferee Not a Member. No Person acquiring a Membership Interest
pursuant to this Article 9 shall become a Member unless such Person is approved
by the vote or written consent of a majority of Membership Interests. If no such
approval is obtained, such Person's Membership Interest shall only entitle such
Person to receive the Distributions and allocations of Net Profits and Net
Losses to which the Member from whom or which such Person received such
Membership Interest would be entitled. Any such approval may be subject to any
terms and conditions imposed by the Members.

9.3.  Effective Date. Any Transfer of a Membership Interest or admission of a
Member pursuant to this Article shall be deemed effective as of the last day of
the calendar month in which such Transfer or admission occurs.

                                   ARTICLE 10
                                   DISSOLUTION

10.1. Dissolution. The Company shall be dissolved and its affairs shall be wound
up upon the first to occur of the following:

      (a)   The latest date on which the Company is to dissolve, if any, as set
            forth in the Articles of Organization;

      (b)   The vote or written consent of at least two-thirds in interest of
            all Members, or

      (c)   The bankruptcy, death, dissolution, expulsion, incapacity or
            withdrawal of any Member or the occurrence of any other event that
            terminates the continued

                                      -9-
<PAGE>

            membership of any Member, unless within 180 days after such event
            the Company is continued by the vote or written consent of a
            majority in interest of all of the remaining Members.

10.2. Winding Up. Upon the dissolution of the Company the Members may, in the in
the name of and for and on behalf of the Company, prosecute and defend suits,
whether civil, criminal or administrative, sell and close the Company's
business, dispose of and convey the Company's property, discharge the Company's
liabilities and distribute to the Members any remaining assets of the Company,
all without affecting the liability of Members. Upon winding up of the Company,
the assets shall be distributed as follows:

      (a)   To creditors, including any Member who is a creditor, to the extent
            permitted by law, in satisfaction of liabilities of the Company,
            whether by payment or by establishment of adequate reserves, other
            than liabilities for distributions to Members under the Rhode Island
            Act.

      (b)   To Members and former Members in satisfaction of liabilities assumed
            under the Rhode Island Act; and

      (c)   To Members first for the return of their Capital Contributions, to
            the extent not previously returned, and second respecting their
            Membership Interests, in the proportions in which the Members share
            in Distributions in accordance with this Agreement.

10.3. Articles of Dissolution. Within 90 days following the dissolution and the
commencement of winding up of the Company, or at any other time there are no
Members. Articles of Dissolution shall be filed with the Rhode Island Secretary
of State pursuant to the Rhode Island Act.

10.4. Deficit Capital Account. Upon a liquidation of the Company within the
meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any
Member has a Deficit Capital Account (after giving effect to all contributions,
distributions, allocations and other adjustments for all Fiscal Years, including
the Fiscal Year in which such liquidation occurs), the Members shall have no
obligation to make any Capital Contribution, and the negative balance of any
Capital Account shall not be considered a debt owed by the Member to the Company
or to any other Person for any purpose.

10.5. Nonrecourse to Other Members. Except as provided by applicable law or as
expressly provided in this Agreement, upon dissolution, each Member shall
receive a return of such Member's Capital Contribution solely from the assets of
the Company. If the assets of the Company remaining after the payment or
discharge of the debts and liabilities of the Company are insufficient to return
any Capital Contribution of any Member, such Member shall have no recourse
against any other Member.

10.6. Termination. Upon completion of the dissolution, winding up, liquidation,
and distribution of the assets of the Company, the Company shall be deemed
terminated.

                                      -10-
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                                   ARTICLE 11
                               GENERAL PROVISIONS

11.1. Notices. Any notice, demand or other communication required or permitted
to be given pursuant to this Agreement shall have been sufficiently given for
all purposes if (a) delivered personally to the party or to an executive officer
of the party to whom such notice, demand or other communication is directed or
(b) sent by registered or certified mail, postage prepaid, addressed to the
Member or the Company at his, her or its address set forth in this Agreement.
Except as otherwise provided in this Agreement, any such notice shall be deemed
to be given three business days after the date on which it was deposited in a
regularly maintained receptacle for the deposit of United States mail, addressed
and sent as set forth in this Section.

11.2. Amendment. This Agreement contains the entire agreement among the Members
with respect to the subject matter of this Agreement and supersedes each course
of conduct previously pursued or acquiesced in, and each oral agreement and
representation previously made by the Members with respect thereto, whether or
not relied or acted upon. No course of performance or other conduct subsequently
pursued or acquiesced in, and no oral agreement or representation subsequently
made, by the Members whether or not relied or action upon, and no usage of trade
whether or not relied or acted upon shall amend this Agreement or impair or
otherwise affect any Member's obligations pursuant to this Agreement or any
rights and remedies of a Member pursuant to this Agreement. No amendment to this
Agreement shall be effective unless made in a writing duly executed by all
Members.

11.3. Construction. Whenever the singular number is used in this Agreement and
when required by the context, the same shall include the plural and vice versa,
and the masculine gender shall include the feminine and neuter genders and vice
versa.

11.4. Headings. The headings in this Agreement are for convenience only and
shall not be used to interpret or construe any provision of this Agreement.

11.5. Waiver. No failure of a Member to exercise, and no delay by a Member in
exercising any right or remedy under this Agreement shall constitute a waiver of
such right or remedy. No waiver by a Member of any such right or remedy under
this Agreement shall be effective unless made in a writing duly executed by all
Member and specifically referring to each such right or remedy being waived.

11.6. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law.
However, if any provision of this Agreement shall be prohibited by or invalid
under such law, it shall be deemed modified to conform to the minimum
requirements of such law or, if for any reason it is not deemed so modified, it
shall be prohibited or invalid only to the extent of such prohibition or
invalidity without the remainder thereof or any other such provision being
prohibited or invalid.

11.7. Binding. This Agreement shall be binding upon and inure to the benefit of
all members and each of the successors and assigns of the Members, except such
right or obligation of a Member under this Agreement that may not be assigned by
such Member to another Person without first obtaining the written consent of a
majority in interest of all other Members.

                                      -11-
<PAGE>

11.8. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which shall constitute one and the
same instrument.

11.9. Governing Law. This Agreement shall be governed by, and interpreted and
construed in accordance with the laws of the State of Rhode Island, without
regard to principles of conflict of laws.

      IN WITNESS WHEREOF, the parties have signed or caused this Agreement to be
duly signed as of the date first above written.

                                              AM-SOURCE, LLC

                                              By:  AMSCAN HOLDINGS INC.
                                              Member

                                              By: /s/ Michael A. Correale
                                                  ------------------------------
                                              Name:  Michael A. Correale
                                              Title: Vice President

                                          MEMBER:

                                              AMSCAN HOLDINGS, INC.

                                              By: /s/ Michael A. Correale
                                                  ------------------------------
                                              Name:  Michael A. Correale
                                              Title: Vice President

                                      -12-
<PAGE>

                                   EXHIBIT "A"

                                     MEMBERS
<TABLE>
<CAPTION>
                                                                                Capital                Membership
             Name                            Address                         Contribution              Interest
             ----                            -------                         ------------              --------
<S>                                <C>                                      <C>                        <C>
Amscan Holdings, Inc.              80 Grasslands Road                       By merger of                  100%
                                   Elmsford, New York  10523                Am-Source, Inc.
</TABLE>