EXHIBIT 10.3

         AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

                                    OF

                 GOLDMAN SACHS GLOBAL RELATIVE VALUE, LLC

                         DATED AS OF JULY 1, 2004


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                             TABLE OF CONTENTS

                                                                          Page

ARTICLE I   General Provisions...............................................1

  Section 1.01   Company Name and Address....................................1
  Section 1.02   Fiscal Year.................................................1
  Section 1.03   Liability of Members........................................1
  Section 1.04   Purposes of the Company.....................................2
  Section 1.05   Assignability of Units; Assignment by Managing Member.......2
  Section 1.06   Registered Office and Agent for Service of Process..........3

ARTICLE II   Management of the Company.......................................3

  Section 2.01   Management Generally........................................3
  Section 2.02   Delegation by Managing Member...............................3
  Section 2.03   Authority of the Managing Member............................3
  Section 2.04   Reliance by Third Parties...................................5
  Section 2.05   Activity of the Managing Member.............................5
  Section 2.06   Standard of Care; Indemnification...........................5
  Section 2.07   Management Fee; Payment of Costs and Expenses...............7
  Section 2.08   Principal Transactions and Other Related Party
                 Transactions................................................8
  Section 2.09   Termination of the Managing Member..........................8

ARTICLE III   Series of Units; Admission of New Members......................9

  Section 3.01   Series of Units.............................................9
  Section 3.02   Conversion of Series........................................9
  Section 3.03   New Members.................................................9

ARTICLE IV   Capital Accounts of Members and Operation Thereof..............10

  Section 4.01   Definitions................................................10
  Section 4.02   Capital Contributions......................................10
  Section 4.03   Capital Accounts...........................................11
  Section 4.04   Membership Percentages.....................................11
  Section 4.05   Allocation of Net Capital Appreciation or Net Capital
                 Depreciation...............................................12
  Section 4.06   Amendment of Incentive Allocation..........................13
  Section 4.07   Determination of Net Assets................................13
  Section 4.08   Determination of Net Asset Value...........................14
  Section 4.09   Allocation for Tax Purposes................................15
  Section 4.10   Determination by Managing Member of Certain Matters;
                 Managing Member's Discretion...............................15
  Section 4.11   Adjustments to Take Account of Interim Year Events.........16
  Section 4.12   Tax Withholding............................................16

ARTICLE V   Redemptions and Distributions...................................16

  Section 5.01   Redemptions and Distributions in General...................16
  Section 5.02   Redemptions................................................16
  Section 5.03   Limitation on Redemptions..................................17
  Section 5.04   Distributions..............................................18

ARTICLE VI   Withdrawal, Death, Disability..................................18

  Section 6.01   Withdrawal, Death, etc. of Members.........................18
  Section 6.02   Required Withdrawals.......................................19

ARTICLE VII   Duration and Dissolution of the Company.......................19

  Section 7.01   Duration...................................................19
  Section 7.02   Dissolution................................................19

ARTICLE VIII   Tax Returns; Reports to Members..............................20

  Section 8.01   Independent Auditors.......................................20
  Section 8.02   Filing of Tax Returns......................................20
  Section 8.03   Tax Matters Partner........................................20
  Section 8.04   Financial Reports to Current Members.......................20
  Section 8.05   Tax Reports to Members and Former Members..................21

ARTICLE IX   Miscellaneous..................................................21

  Section 9.01   General....................................................21
  Section 9.02   Power of Attorney..........................................21
  Section 9.03   Amendments to Limited Liability Company Agreement..........22
  Section 9.04   Instruments................................................23
  Section 9.05   No Personal Liability For Return of Capital................23
  Section 9.06   Choice of Law..............................................23
  Section 9.07   Waiver of Trial by Jury....................................23
  Section 9.08   No Third Party Rights......................................23
  Section 9.09   Notices....................................................23
  Section 9.10   Counterparts...............................................24
  Section 9.11   Grantors of Revocable Trusts...............................24
  Section 9.12   Goodwill...................................................24
  Section 9.13   Headings...................................................24
  Section 9.14   Pronouns...................................................24
  Section 9.15   Confidentiality............................................24



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        AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF

                  GOLDMAN SACHS GLOBAL RELATIVE VALUE, LLC

                          Dated as of July 1, 2004

     The undersigned (herein called the "Members", which term shall include
any persons  hereafter  admitted to the Company  pursuant to Article III of
this  Agreement  and shall  exclude  any  persons  who cease to be  Members
pursuant  to Article V or VI of this  Agreement)  hereby  agree to form and
hereby  form,  as of the date and  year  first  above  written,  a  limited
liability company (herein called the "Company"), pursuant to the provisions
of the Limited  Liability Company Act of the State of Delaware (6 Del. Code
ss. 18-101, et seq.) (the "Act"),  which shall be governed by, and operated
pursuant to, the terms and provisions of this Amended and Restated  Limited
Liability Company Agreement (herein called the "Agreement").

                                 ARTICLE I

                             General Provisions

     Section  1.01  Company  Name and  Address.  The name of the Company is
Goldman Sachs Global Relative Value,  LLC. Its principal  office is located
at 701 Mount  Lucas Road,  Princeton,  New Jersey  08540,  or at such other
location as the Managing  Member (as defined in Section 1.03) in the future
may designate.  The Managing Member shall promptly notify the  Non-Managing
Members  (as  defined  in  Section  1.03) of any  change  in the  Company's
address.

     Section  1.02 Fiscal  Year.  The fiscal  year of the  Company  (herein
called the "fiscal  year") shall end on December 31 of each calendar  year;
provided, however, that the Managing Member may change the Company's fiscal
year-end,  without  the  consent  of the  Non-Managing  Members,  as deemed
appropriate by the Managing Member, in its sole discretion.

     Section 1.03 Liability of Members. The names of all of the Members and
the amounts of their respective contributions to the Company (herein called
the "Capital Contributions") are set forth in a schedule (herein called the
"Schedule"),  which  shall be filed with the  records of the Company at the
Company's  principal  office (as set forth in  Section  1.01) and is hereby
incorporated by reference and made a part of this Agreement.

     The Member designated in Part I of the Schedule as the Managing Member
(herein  called the "Managing  Member")  shall manage the operations of the
Company.  The Members designated in Part II of the Schedule are referred to
herein as the "Non-Managing Members." The Managing Member, the Non-Managing
Members  and the  former  Non-Managing  Members  shall  be  liable  for the
repayment  and  discharge  of all  debts  and  obligations  of the  Company
attributable to any fiscal year (or relevant  portion thereof) during which
they are or were  Members of the Company to the extent of their  respective
limited  liability  company  interests  (the "Units") in the Company in the
fiscal  year (or  relevant  portion  thereof)  to which any such  debts and
obligations are attributable.

     The Members and all former Members shall share all losses, liabilities
or  expenses  suffered  or  incurred  by  virtue  of the  operation  of the
preceding  paragraph  of this  Section  1.03 in the  proportions  of  their
respective  Capital  Accounts  (determined as provided in Section 4.03) for
the  fiscal  year (or  relevant  portion  thereof)  to which  any  debts or
obligations of the Company are attributable.  A Member's or former Member's
share of all losses,  liabilities or expenses shall not be greater than its
respective  interest  in the  Company  for such  fiscal  year (or  relevant
portion thereof).

     As used in this Section 1.03, the terms "interests in the Company" and
"interest  in the  Company"  shall mean with respect to any fiscal year (or
relevant  portion  thereof)  and with  respect  to each  Member  (or former
Member) for any given series of Units,  the Capital  Account (as defined in
Section  4.03) that such Member (or former  Member) would have received (or
in fact did  receive)  pursuant to the terms and  provisions  of Article VI
upon  withdrawal  from the  Company as of the end of such  fiscal  year (or
relevant portion thereof).

     Notwithstanding any other provision in this Agreement to the contrary,
in no event shall any Member (or former  Member) be  obligated  to make any
additional  contribution or payment whatsoever to the Company,  or have any
liability for the repayment and discharge of the debts and  obligations  of
the  Company  (apart  from its  interest  in the  Company),  except  that a
Non-Managing  Member  (or  former   Non-Managing   Member)  shall,  in  the
discretion  of the Managing  Member,  be required,  for purposes of meeting
such  Member's  obligations  under this Section  1.03,  to make  additional
contributions or payments,  respectively,  up to, but in no event in excess
of, the aggregate  amount of returns of capital and other amounts  actually
received  by it from the  Company  during or after the fiscal year to which
any debt or obligation is attributable.

     As used in this Agreement,  the terms "former Non-Managing Member" and
"former Member" refer to such persons or entities as hereafter from time to
time cease to be a Non-Managing Member or Member, respectively, pursuant to
the terms and provisions of this Agreement.

     Section 1.04 Purposes of the Company. The Company is organized for the
purposes of  allocating  its assets  directly or  indirectly  to a group of
investment managers (the "Advisors") (that may or may not be Affiliates (as
defined in Section  2.05) of the Managing  Member)  that employ  strategies
within the  relative  value  sector,  engaging  in any other  lawful act or
activity for which limited  liability  companies may be organized under the
Act,  and  engaging  in any  and all  activities  and  transactions  as the
Managing Member may deem necessary or advisable in connection therewith.

     Section 1.05 Assignability of Units; Assignment by Managing Member.

     (a)  Except  as provided  in  paragraph  (b) below,  without the prior
written consent of the Managing  Member,  which may be withheld in its sole
and absolute  discretion,  with or without  cause, a Member may not pledge,
transfer  or  assign  its Units in the  Company  in whole or in part to any
person  except  by  operation  of  law.  Any  attempted  pledge,  transfer,
assignment or  substitution  not made in accordance  with this Section 1.05
shall be void.

     (b)  Without  the consent of the  Non-Managing  Members,  the Managing
Member may assign or otherwise transfer its Managing Member interest in the
Company to any corporation, partnership, limited liability company or other
entity controlling, controlled by or under common control with the Managing
Member,  as long as such  transfer  does not, as determined by the Managing
Member  in its sole  discretion,  cause  the  Company  to be  taxable  as a
corporation.

     Section 1.06 Registered  Office and Agent for Service of Process.  The
registered office of the Company shall be:  Corporation Trust Center,  1209
Orange Street,  Wilmington,  Delaware 19801,  and the registered  agent for
service of process at such office shall be The  Corporation  Trust Company.
The  Company  may from  time to time  have  such  other  place or places of
business  within or without the State of Delaware as may be  designated  by
the Managing Member.

                                 ARTICLE II

                         Management of the Company

     Section 2.01 Management Generally. The management of the Company shall
be vested  exclusively in the Managing Member.  Except as authorized by the
Managing  Member,  or  as  expressly  set  forth  in  this  Agreement,  the
Non-Managing  Members shall have no part in the  management of the Company,
and shall  have no  authority  or right to act on behalf of the  Company in
connection with any matter.  The Managing Member,  and any Affiliate of the
Managing Member,  may engage in any other business venture,  whether or not
such  business is similar to the business of the  Company,  and neither the
Company  nor any  Non-Managing  Member  shall have any rights in or to such
ventures or the income or profits derived therefrom.

     Section 2.02 Delegation by Managing Member.  The Managing Member shall
have the power and authority to delegate to one or more Persons (as defined
in Section 2.03(d)),  including,  without limitation, any officer, employee
or agent of the  Company or the  Managing  Member,  the  Managing  Member's
rights and powers to manage and  control  the  business  and affairs of the
Company.  The Managing  Member may, by written  instrument,  authorize  any
Person  to enter  into and  perform  under  any  document  on behalf of the
Company.

     Section 2.03  Authority of the Managing  Member.  The Managing  Member
shall  have the power on behalf of and in the name of the  Company to carry
out any and all of the  objects  and  purposes  of the Company set forth in
Section 1.04 and Section  2.01,  and to perform all acts and enter into and
perform all contracts and other undertakings,  other than any actions to be
taken in connection  with  investment of the Company's  investable  assets,
which it may deem necessary or advisable or incidental thereto,  including,
without limitation, the power to:

     (a)  open,  maintain and close accounts, including custodial accounts,
with banks,  including  banks located inside and outside the United States,
and draw checks or other orders for the payment of monies;

     (b)  lend,  either with or without security, funds or other properties
of the  Company,  and  borrow  or raise  funds  (including  borrowing  from
Affiliates of the Managing Member) and secure the payment of obligations of
the Company by pledges or  hypothecation of all or any part of the property
of the Company;

     (c)  do any and all acts on behalf of the  Company,  and  exercise all
rights,  powers,  privileges and other incidents of ownership or possession
with respect to the Company's interest in the assets and other property and
funds  held  or  owned  by  the  Company,  including,  without  limitation,
participation   in  arrangements   with  creditors,   the  institution  and
settlement or compromise of suits and  administrative  proceedings  and all
other like or similar matters;

     (d)  engage  any person,  general  partnership,  limited  partnership,
limited liability  company,  corporation,  joint venture,  trust,  business
trust,   cooperative,   association  or  other  entity  (each  a  "Person")
(including the Managing  Member and any of its  Affiliates)  pursuant to an
Administration  Agreement (as defined in the Company's Confidential Private
Placement Memorandum) to provide certain administrative  services (any such
person,  firm or entity providing such services being referred to herein as
the "Administrator"),  including,  without limitation,  calculating the net
asset  value  (the  "NAV") of each  series of Units  and  Members'  Capital
Accounts,  valuing the Company's  assets,  assisting  with the valuation of
securities which are not readily  marketable,  assisting in the preparation
of the Company's  financial  statements,  assisting in the  preparation and
distribution  of reports to each  Member,  maintaining  a registry  for the
ownership  of each  series  of Units  and  providing  other  administrative
services to the Company;

     (e)  consent  on behalf of the Company to any changes in the  members,
directors or officers of the Managing  Member,  if such consent is required
by applicable law;

     (f)  engage any personnel,  whether part time or full time, attorneys,
financial advisers,  underwriters,  accountants,  consultants,  appraisers,
custodians  of the assets of the Company or other  Persons as the  Managing
Member may deem necessary or desirable,  whether or not any such Person may
be an  Affiliate  of the  Managing  Member or may also be  employed  by any
Affiliate of the Managing Member;

     (g)  allocate  the Company's assets to Advisors and limited  liability
companies or other  entities  managed by the Managing  Member through which
the  Company  accesses  Advisors  ("Portfolio  Companies"),   oversee  such
allocations  and, from time to time, in the sole discretion of the Managing
Member,  reallocate the Company's  assets among existing or new Advisors or
Portfolio Companies;

     (h)  bring  and defend  actions and  proceedings  at law or equity and
before any governmental, administrative or other regulatory agency, body or
commission;

     (i)  make distributions to Members in cash or (to the extent permitted
hereunder) otherwise;

     (j)  prepare  and file all necessary  returns and statements,  pay all
taxes,  assessments and other  impositions  applicable to the assets of the
Company and  withhold  amounts with  respect  thereto from funds  otherwise
distributable to any Member;

     (k)  determine  the accounting  methods and  conventions to be used in
the preparations of any accounting or financial records of the Company;

     (l)  make  any and all tax  elections  permitted  to be made under the
Internal Revenue Code of 1986, as amended (the "Code"),  and any applicable
state, local or foreign tax law;

     (m)  determine  the tax treatment of any Company  transaction  or item
for purposes of completing the Company's  federal,  state, local or foreign
tax returns; and

     (n)  take all actions,  and authorize any member,  employee,  officer,
director or other agent of the Managing  Member or agent or employee of the
Company,  to act for and on behalf of the Company, in all matters necessary
to, in connection with, or incidental to, any of the foregoing.

     Section  2.04  Reliance by Third  Parties.  Persons  dealing  with the
Company  are  entitled to rely  conclusively  upon the  certificate  of the
Managing  Member,  to the  effect  that it is then  acting as the  Managing
Member and upon the power and  authority of the  Managing  Member as herein
set forth.

     Section 2.05 Activity of the Managing Member.  The Managing Member and
persons  controlling,  controlled  by or  under  common  control  with  the
Managing Member and any of such person's directors, members,  stockholders,
partners,  officers, employees and controlling persons (each an "Affiliate"
and collectively,  "Affiliates"), shall devote so much of their time to the
affairs  of the  Company  as in the  judgment  of the  Managing  Member the
conduct of its business shall reasonably require,  and none of the Managing
Member or its  Affiliates  shall be  obligated  to do or perform any act or
thing in  connection  with the  business of the Company not  expressly  set
forth herein. Nothing herein contained in this Section 2.05 shall be deemed
to  preclude  the  Managing   Member  or  its  Affiliates  from  exercising
investment  responsibility,  from  engaging  directly or  indirectly in any
other  business  or from  directly  or  indirectly  purchasing,  selling or
holding  securities,  options,  separate  accounts,  investment  contracts,
currency,  currency  units or any other asset and any interest  therein for
the account of any such other business,  for their own accounts, for any of
their family members or for other clients.

     Section 2.06 Standard of Care; Indemnification.

     (a)  None of the Managing Member (including,  without  limitation,  in
its capacity as the  Administrator) or its Affiliates (each an "Indemnified
Person" and collectively the "Indemnified  Persons") shall be liable to the
Company or to the Members for (i) any act or omission  performed  or failed
to be performed by such person (other than any criminal wrongdoing), or for
any losses,  claims, costs,  damages, or liabilities arising therefrom,  in
the  absence  of any  criminal  wrongdoing,  willful  misfeasance  or gross
negligence on the part of such person,  (ii) any tax  liability  imposed on
the  Company  or any  Member  or (iii) any  losses  due to the  actions  or
omissions of the Advisors, any brokers or other agents of the Company.

     In the event  that any  Indemnified  Person  becomes  involved  in any
capacity in any action,  proceeding or investigation  brought by or against
any person  (including  any  Non-Managing  Member) in  connection  with any
matter  arising  out of or in  connection  with the  Company's  business or
affairs  (including  a breach of this  Agreement by any Member) the Company
will periodically  reimburse any Indemnified Person for its legal and other
expenses  (including  the  costs  of  any  investigation  and  preparation)
incurred in connection  therewith,  provided that such  Indemnified  Person
shall  promptly  repay to the  Company  the  amount of any such  reimbursed
expenses paid to it if it shall  ultimately be determined by a court having
appropriate  jurisdiction in a decision that is not subject to appeal, that
such Indemnified Person is not entitled to be indemnified by the Company in
connection with such action, proceeding or investigation as provided in the
exception contained in the next succeeding sentence.

     To the fullest extent  permitted by applicable  law, the Company shall
also indemnify any Indemnified Person,  jointly and severally,  against any
losses,  claims,  costs,  damages or liabilities to which such  Indemnified
Person may become  subject in connection  with any matter arising out of or
in connection with the Company's business or affairs,  except to the extent
that any such loss, claim,  cost,  damage, or liability results solely from
the willful misfeasance,  bad faith or gross negligence of, or any criminal
wrongdoing by, such Indemnified  Person.  If for any reason (other than the
willful  misfeasance,  bad faith or gross  negligence  of, or any  criminal
wrongdoing by, such Indemnified  Person) the foregoing  indemnification  is
unavailable  to such  Indemnified  Person,  or is  insufficient  to hold it
harmless,  then the Company shall  contribute to the amount paid or payable
to the Indemnified Person as a result of such loss, claim, cost, damage, or
liability  in such  proportion  as is  appropriate  to reflect not only the
relative  benefits  received  by the  Company  on the  one  hand  and  such
Indemnified  Person on the other  hand but also the  relative  fault of the
Company and such  Indemnified  Person,  as well as any  relevant  equitable
considerations.

     The  reimbursement,  indemnity  and  contribution  obligations  of the
Company under this Section 2.06 shall be in addition to any liability which
the Company may  otherwise  have and shall be binding upon and inure to the
benefit of any successors,  assigns, heirs, and personal representatives of
the Company,  the Managing  Member and any other  Indemnified  Person.  The
foregoing provisions shall survive any termination of this Agreement.

     (b)  The  reimbursement,   indemnification   and  contribution  rights
provided by this  Section  2.06 shall not be deemed to be  exclusive of any
other  rights to which the  Indemnified  Person may be  entitled  under any
agreement  or as a matter  of law,  or  otherwise,  both as to action in an
Indemnified Person's official capacity and to action in any other capacity,
and shall  continue as to an  Indemnified  Person who has ceased to have an
official  capacity for acts or omissions  during such official  capacity or
otherwise when acting at the request of the Managing Member and shall inure
to  the   benefit  of  the   successors,   assigns,   heirs  and   personal
representatives of such Indemnified Person.

     (c)  Notwithstanding  any  of  the  foregoing  to  the  contrary,  the
provisions  of this  Section  2.06 shall not be construed as to relieve (or
attempt to relieve) from liability or to provide for the indemnification of
any Indemnified Person for any liability (including liability under federal
securities law which, under certain circumstances, impose liability even on
persons  that act in good  faith),  to the extent  (but only to the extent)
that such liability may not be waived, modified or limited under applicable
law or such  indemnification  would be in violation of applicable  law, but
shall be construed so as to effectuate  the provisions of this Section 2.06
to the fullest extent permitted by law.

     (d) The  Managing  Member  shall have power to purchase  and  maintain
insurance on behalf of the Managing Member and the  Indemnified  Persons at
the  expense of the  Company  against  any  liability  asserted  against or
incurred  by them in any  such  capacity  or  arising  out of the  Managing
Member's status as such, whether or not the Company would have the power to
indemnify  the  Indemnified   Persons  against  such  liability  under  the
provisions of this Agreement.

     (e) An  Indemnified  Person  may rely upon and shall be  protected  in
acting  or  refraining  from  action  upon  any  resolution,   certificate,
statement,  instrument,  opinion, report, notice, request,  consent, order,
bond debenture,  or other document believed by it to be genuine and to have
been signed or presented by the proper party or parties.

     (f) An Indemnified  Person may consult with counsel,  accountants  and
other experts reasonably  selected by it, and any opinion of an independent
counsel,  accountant or expert  retained with reasonable care shall be full
and  complete  protection  in respect of any action  taken or  suffered  or
omitted by the Indemnified Person hereunder in good faith and in accordance
with such opinion.

     (g) The  Managing  Member  may  execute  any of the  trusts  or powers
hereunder or perform any duties  hereunder either directly or by or through
agents or attorneys,  and the Managing  Member shall not be responsible for
any misconduct or negligence on the part of any agent or attorney appointed
with reasonable care by it hereunder.

     Section  2.07  Management  Fee;  Payment  of Costs and  Expenses.  The
Company  shall pay to the Managing  Member a fee,  payable in arrears,  for
investment  management and other management services (the "Management Fee")
calculated and paid on a monthly basis of one-twelfth of 1.25% per annum of
the Net Assets of the  Company as of the end of each  month,  appropriately
adjusted  to  reflect  capital   appreciation   or  depreciation   and  any
subscriptions  or  redemptions.  For purposes of determining the Management
Fee, Net Assets shall be reduced for any  Administration Fee (as defined in
the Company's  Confidential  Private Placement  Memorandum) for such month,
but shall not be reduced to reflect any accrued  Incentive  Allocation  (as
defined in Section 4.05(b)) and any Management Fee for such month.

     If a Member is admitted  to, or  withdraws  from,  the Company as of a
date other than the first day of a month, the portion of the Management Fee
and  Administration  Fee determined  with respect to such Member's  Capital
Account shall be appropriately pro-rated to take into account the number of
days  in  such  month  during  which  such  Member  was a  Member.  Partial
withdrawals will result in similar pro-ration.

     The Managing  Member reserves the right,  in its sole  discretion,  to
waive fees or impose different fees on Members,  as may be agreed to by the
Managing Member and the Member.

     The Managing Member shall bear its own overhead costs and expenses and
provide to the Company news,  quotation and computer equipment and services
(except to the extent paid for through the permitted use of soft  dollars),
office space and utilities, and secretarial and clerical personnel.

     The  Company  shall bear its  operating  expenses,  including  but not
limited  to  legal  expenses,   professional   fees   (including,   without
limitation,  expenses of consultants and experts)  relating to investments,
accounting,  auditing and tax  preparation  expenses,  custodial  expenses,
taxes,  printing and mailing expenses,  fees and out-of-pocket  expenses of
any service company retained to provide accounting and bookkeeping services
to  the  Company,  investment  expenses  (e.g.,  expenses  related  to  the
investment of the Company's assets, such as fees to the Advisors, brokerage
commissions,  expenses  relating to short sales,  clearing  and  settlement
charges,  custodial fees, bank service fees,  interest expenses,  borrowing
costs and  extraordinary  expenses) and other expenses  associated with the
operation of the Company.

     In addition, the Company will bear its organizational expenses and the
expenses incurred in connection with the offer and sale of Units, including
printing  costs and legal fees and  expenses of the  Company,  the Managing
Member and any placement agent and other expenses of the offering of Units.
In addition,  the Company will bear,  indirectly  through its investment in
each   Portfolio   Company,   its  pro  rata   portion  of  the   offering,
organizational and operating expenses of each Portfolio Company,  including
the expenses of the type described in this and the prior paragraph.

     To the extent that expenses to be borne by the Company are paid by the
Managing  Member,  the Company shall reimburse the Managing Member for such
expenses. The Managing Member may elect, from time to time, to bear certain
of the Company's expenses described above.

     Section  2.08   Principal   Transactions   and  Other   Related  Party
Transactions.  Each  Non-Managing  Member  hereby  authorizes  the Managing
Member,  on  behalf of such  Non-Managing  Member,  to  select  one or more
persons,  who shall not be affiliated with the Managing Member, to serve on
a committee, the purpose of which will be to consider and, on behalf of the
Non-Managing  Members,  approve or  disapprove,  to the extent  required by
applicable law, of principal  transactions  and certain other related party
transactions. In no event shall any such transaction be entered into unless
it complies with applicable law.

     Section  2.09  Termination  of the Managing  Member.  Upon the written
consent of the Members  having at least  66-2/3% of the voting power of the
outstanding  Units (other than the Units held by Goldman,  Sachs & Co., its
Affiliates,  employees or  officers),  based on the NAV of such Units,  the
Managing  Member will be required to  withdraw  from the  Company,  and the
Company will be wound-up and  terminated  in  accordance  with Article VII,
unless the  Members  having at least  66-2/3%  of the  voting  power of the
outstanding  Units (other than the Units held by Goldman,  Sachs & Co., its
Affiliates,  employees or officers),  based on the NAV of such Units, agree
in writing to continue the  business of the Company and to the  appointment
of one or more new  managing  members.  If the  withdrawal  of the Managing
Member  pursuant to this  Section  2.09 occurs prior to the end of a month,
the Managing  Member shall receive the amount of the Management Fee and any
applicable  Administration  Fee prorated  through the date of the effective
date  of the  withdrawal  , and  the  Managing  Member  shall  receive  the
Incentive  Allocation for the fiscal year in which the withdrawal  occurred
calculated in accordance  with Section 4.05(c) as if the date of withdrawal
were the last day of the fiscal year.

                                ARTICLE III

                 Series of Units; Admission of New Members

     Section 3.01 Series of Units. An initial series of Units (the "Initial
Series") will be issued on the initial  closing date. The initial  purchase
price per Unit for the Initial  Series of Units shall be $100. The Managing
Member  may,  at any time and from  time to time,  in its sole  discretion,
elect to raise additional capital for the Company from Members and from new
subscribers  on such  terms  and  conditions  as may be  determined  by the
Managing Member in its sole  discretion.  Generally,  a new series of Units
will be issued on each date an existing Member makes an additional  Capital
Contribution  in accordance with Section 4.02 and on each date a new Member
is admitted to the Company in accordance with Section 3.03, except that the
Managing Member may issue  additional  Units of an existing series provided
that such issuance does not have an adverse effect on the NAV or Prior High
NAV (as defined in Section  4.05(b)(i))  of the Units of any  Member.  Each
Unit will carry  equal  rights and  privileges  with each other Unit of the
same  series.  Units  issued at the  beginning  of any fiscal  year will be
offered  at the then  current  NAV per Unit of the  Initial  Series if such
Initial  Series is at or above its Prior High NAV per Unit.  If the Initial
Series is not at or above its Prior High NAV per Unit, Units will be issued
in the next  offered  series  that is at or above its Prior High NAV. If no
series  of Units is at or  above  its  Prior  High NAV at such  time,  such
additional  Units will be issued as a  separate  series at a price per Unit
determined by the Managing  Member,  in its sole  discretion.  Fractions of
Units may be issued to one ten-thousandth of a Unit.

     Section 3.02  Conversion  of Series.  Following the end of each fiscal
year,  any issued and  outstanding  series of Units (other than the Initial
Series)  that is at or above its Prior  High NAV  shall be  exchanged  into
Units of the Initial  Series (or if the  Initial  Series is not at or above
its Prior High NAV per Unit,  the next  offered  series that is at or above
its Prior High NAV) at the then NAV per Unit of the Initial  Series or such
other series of Units (as applicable).

     Section  3.03 New  Members.  Subject  to the  condition  that each new
Member shall execute an appropriate  counterpart to this Agreement pursuant
to which it  agrees to be bound by the terms  and  provisions  hereof,  the
Managing  Member may admit one or more new Members on the first day of each
calendar  quarter  or at  such  other  times  as the  Managing  Member  may
determine in its sole discretion.  Admission of a new Member shall not be a
cause for dissolution or termination of the Company.

                                 ARTICLE IV

                        Capital Accounts of Members
                           and Operation Thereof

     Section 4.01 Definitions.  For the purposes of this Agreement,  unless
the context otherwise requires:

     (a) The term "Accounting Period" shall mean the following periods: The
initial   Accounting   Period  shall  commence  upon  the  commencement  of
operations of the Company. Each subsequent Accounting Period shall commence
immediately  after  the  close of the  preceding  Accounting  Period.  Each
Accounting Period hereunder shall close  immediately  before the opening of
business  on the first to occur of (i) the first day of each fiscal year of
the  Company,  (ii) the  effective  date of the  admission  of a new Member
pursuant to Section 3.03, (iii) the effective date of an additional Capital
Contribution  pursuant to Section 4.02,  or (iv) the effective  date of any
redemption or complete  withdrawal pursuant to Articles V or VI hereof. The
final Accounting Period shall end on the date the Company dissolves.

     (b) The term "Beginning  Value" shall,  with respect to any Accounting
Period,  mean the value of the Company's  Net Assets (as defined  below) at
the beginning of such Accounting Period.

     (c) The term "Ending  Value"  shall,  with  respect to any  Accounting
Period,  mean the  value of the  Company's  Net  Assets  at the end of such
Accounting  Period  (before  giving effect to the Incentive  Allocation for
such Accounting  Period,  but after giving effect to all other expenses for
such Accounting Period, including the Management Fee and the Administration
Fee).

     (d) The term "Net Assets" shall mean the excess of the Company's total
assets over its total  liabilities,  determined in accordance  with Section
4.07.

     (e)  The  term  "Net  Capital   Appreciation,"  with  respect  to  any
Accounting Period,  shall mean the excess, if any, of the Ending Value over
the Beginning Value.

     (f)  The  term  "Net  Capital   Depreciation,"  with  respect  to  any
Accounting  Period,  shall mean the excess,  if any, of the Beginning Value
over the Ending Value.

     Section 4.02 Capital  Contributions.  Each Member has paid or conveyed
by way of contribution to the Company in exchange for the issuance of Units
cash and/or  marketable  securities  having an aggregate value equal to the
amount  set  forth  opposite  such  Member's  name  in  Part I or II of the
Schedule  (herein called the "Initial  Capital  Contribution").  Additional
Capital  Contributions  may be made by Members only in accordance  with the
provisions of this Section 4.02.

     Upon the approval of the Managing Member,  any existing or prospective
Member may purchase  additional or newly-issued  Units by contributing cash
and/or  marketable  securities  to  the  Company  on the  first  day of any
calendar  quarter  or at  such  other  times  as the  Managing  Member  may
determine  in its  sole  discretion.  The  Managing  Member  and any of its
Affiliates may make additional Capital Contributions to the Company in cash
and/or marketable securities at any time and in any amounts.

     Whether  marketable  securities shall be accepted as a contribution to
the Company  shall be  determined  in the sole  discretion  of the Managing
Member.

     Section 4.03 Capital Accounts.  (a) A separate capital account (herein
called a  "Capital  Account")  shall  be  established  on the  books of the
Company for each series of Units.  The Capital Account of each series shall
initially  be an amount  equal to the initial  Capital  Contributions  with
respect  to such  series.  The  Capital  Account  of a series  shall be (i)
increased  as of the  beginning  of each  Accounting  Period to reflect any
additional  Capital  Contributions  pursuant to Section  4.02 in respect of
such  series,  (ii)  increased as of the end of each  Accounting  Period to
reflect the Net Capital  Appreciation of such series, (iii) decreased as of
the beginning of each  Accounting  Period to reflect the  redemption of any
Units of such series,  pursuant to Section 5.02,  (iv)  decreased as of the
end of each  Accounting  Period to reflect the amount of any  distributions
pursuant to Section  5.04 in respect of such series  (including  any deemed
distributions  of taxes paid by the Company  pursuant to Section 5.04(c) in
respect  of  such  series);  (v)  decreased  for any  Incentive  Allocation
pursuant to Section  4.05(b) in respect of such series;  and (vi) decreased
as of the  end of  each  Accounting  Period  to  reflect  the  Net  Capital
Depreciation of such series.

     (b) At the time of the conversion of any series of Units into Units of
the Initial  Series or any other series of Units  pursuant to Section 3.02,
the Capital  Account of the  converted  series of Units shall be reduced to
zero, and the Capital  Account of the series of Units into which such Units
were converted  shall be increased by the balance of the Capital Account of
the converted series of Units immediately prior to the conversion.

     (c) A separate  Capital Account shall also be established on the books
of the Company for each Member with respect to each series of Units held by
such  Member.  Each  Member's  Capital  Account with respect to a series of
Units  shall equal the Capital  Account of such series  times the  Member's
Membership  Percentage  (as defined in Section  4.04) with  respect to such
series of Units.

     (d) The Managing Member shall have a separate Capital  Account,  which
shall  initially be equal to zero,  and which shall be (A) increased by any
Incentive Allocation at the time such Incentive Allocation is made, and (B)
decreased to reflect the amount of any distributions  (including any deemed
distributions  in connection  with the  withholding  of taxes in respect of
such Incentive Allocation pursuant to Section 5.04(c)) made to the Managing
Member in respect of such Incentive Allocation for such Accounting Period.

     Section 4.04 Membership Percentages.  A Membership Percentage shall be
determined  for  each  Member  for any  given  series  of  Units  for  each
Accounting  Period of the Company by dividing  the number of Units owned by
such Member  within a given series by the aggregate  number of  outstanding
Units of such series as of the  beginning of such  Accounting  Period.  The
aggregate  Membership  Percentages for each series of Units shall equal 100
percent.

     Section 4.05  Allocation  of Net Capital  Appreciation  or Net Capital
Depreciation.

     (a) Any Net Capital Appreciation or Net Capital  Depreciation,  as the
case  may be,  for an  Accounting  Period  shall  be  allocated  among  the
different  series of Units pro rata in accordance with the relative Capital
Accounts of each series at the beginning of such Accounting Period.

     (b) (i) At the  end of each  fiscal  year of the  Company,  or at such
other date during a fiscal year as of which the following  determination is
required  pursuant to this Section 4.05, five percent (5%) of the amount by
which  the NAV of a series of Units,  (determined  prior to any  applicable
Incentive  Allocation  accrual  with  respect  to such  series of Units and
appropriately  adjusted as  determined  by the Managing  Member in its sole
discretion  for  contributions,  distributions  and  redemptions  but after
giving  effect to the  allocation,  pursuant  to  Section  4.05(a),  of Net
Capital Appreciation and Net Capital Depreciation for the Accounting Period
then ending  exceeds  such  series'  Prior High NAV at such date,  shall be
reallocated to the Capital  Account of the Managing  Member (the "Incentive
Allocation").  The  "Prior  High  NAV"  with  respect  to a series of Units
initially  shall mean an amount  equal to the NAV of such  series as of the
date of its initial issue.  The new Prior High NAV with respect to a series
of Units immediately following the end of any period for which an Incentive
Allocation  has been made with  respect  to such  series  shall be reset to
equal the NAV of such series,  unless the series is  exchanged  pursuant to
Section 3.02 into the Initial Series or another  series,  in which case the
new Prior High NAV shall be reset to equal the NAV of the Initial Series or
other  series.  If the NAV of such  series at the end of any fiscal year of
the  Company,  and such  other  date  during a fiscal  year as of which the
determination of the Incentive  Allocation is required  pursuant to Section
4.05(c) is less than its Prior High NAV,  the Prior High NAV of that series
shall not  change.  The Prior  High NAV for each  series of Units  shall be
appropriately  adjusted as  determined  by the Managing  Member in its sole
discretion to account for contributions, distributions and redemptions made
with respect to such series of Units.

          (ii) The Incentive  Allocation  with respect to a series of Units
accrues  daily and the  Company  shall  credit the  Capital  Account of the
Managing  Member  as  of  December  31  of  each  year  for  the  Incentive
Allocation.

     (c) In the event that the Company is  dissolved  other than at the end
of a fiscal year, or the effective  date of a Member's  redemption of Units
is other than a fiscal year-end,  then the Incentive  Allocation  described
above shall be determined and made as if such date were a fiscal year-end.

     (d)  Notwithstanding  anything to the contrary  herein,  to the extent
that the Company invests in "Hot Issues" (as defined below),  and there are
Members  who  are  restricted   persons  within  the  meaning  of  National
Association of Securities Dealers,  Inc. (the "NASD") Conduct Rule 2110 and
the interpretation set forth thereunder in IM-2110-1 entitled  "Free-Riding
and Withholding" (collectively,  the "Interpretation"),  investments in Hot
Issues  will be made  through a special  account  and  profits  and  losses
attributable to Hot Issues will not be allocated to the Capital Accounts of
Members  who are  restricted  from  participating  in Hot Issues  under the
Interpretation.  Only those  Members who are not  restricted  persons shall
have any beneficial interest in such an account.  Notwithstanding  anything
in this  Agreement  to the  contrary,  the  Managing  Member shall have the
right,  without the consent of the Members, to make such amendments to this
Agreement,  and to take  such  other  actions,  as it deems  advisable  and
appropriate,  in its sole  discretion,  to  implement  the purposes of this
Section  4.05(d).  A "Hot  Issue"  is any of  the  securities  of a  public
offering  which trade at a premium in the  secondary  market  whenever such
secondary market begins,  or otherwise as such term may be interpreted from
time to time under the then current rules of the NASD.

     Section 4.06 Amendment of Incentive  Allocation.  The Managing  Member
shall have the right to amend,  without  the  consent  of the  Non-Managing
Members,  Section 4.05 of this  Agreement so that the Incentive  Allocation
(or other  performance-based  allocation)  therein provided conforms to any
applicable requirements of the Securities and Exchange Commission and other
regulatory  authorities;  provided,  however,  that no such amendment shall
increase the Incentive Allocation (or other  performance-based  allocation)
as so amended to more than the amount  payable in  accordance  with Section
4.05 of this  Agreement  (or,  in the case of any  other  performance-based
allocation  arrangement,  the specific  arrangement  set forth in a written
agreement  between  the  affected  Non-Managing  Member  and the  Company),
without  the  written  consent of the  affected  Non-Managing  Member.  The
Managing  Member  reserves  the  right,  in its sole  discretion,  to apply
different   performance-based   percentage   allocations   and  performance
compensation  arrangements to any Member,  as may be agreed by the Managing
Member and such Member.

     Section 4.07 Determination of Net Assets.

     (a) The Company's  Net Assets shall be  determined in accordance  with
U.S. generally accepted  accounting  principles  consistently  applied as a
guideline and the following principles:

          (i) The value of the Company's  investment in a Portfolio Company
     or other investment fund shall be equal to the Company's proportionate
     interest  in the NAV of the  Portfolio  Company  or  investment  fund,
     determined  in  accordance  with  the  terms  and  conditions  of  the
     respective governing agreement of each Portfolio Company or investment
     fund, as it may be amended,  supplemented  or otherwise  modified from
     time to time.

          (ii) The assets of the  Company  that are  invested  pursuant  to
     investment  management  agreements  shall be valued at fair value in a
     commercially reasonable manner.

          (iii) All other  assets or  liabilities  of the Company  shall be
     valued by the Administrator in its sole discretion.

          (iv)  The  amount  of  the  Company's   assets  and   liabilities
     (including  without  limitation  indebtedness for money borrowed,  the
     Management  Fee and the  Administration  Fee) shall be  determined  in
     accordance  with U.S.  generally  accepted  accounting  principles and
     guidelines,   applied  on  a  consistent  basis,   provided  that  the
     Administrator  in its  discretion  may provide  reserves for estimated
     accrued expenses, liabilities and contingencies, even if such reserves
     are not required by U.S. generally accepted accounting principles.

          (v) The amount payable to a Member or former Member in redemption
     of part or all of such Member's or former  Member's  Units pursuant to
     Section  5.02 shall be treated as a liability  of the  Company,  until
     paid,  from (but not prior to) the beginning of the Accounting  Period
     on the Redemption Date for such Units.

          (vi) The amount to be  received  by the Company on account of any
     Capital Contributions  pursuant to Section 4.02 shall be treated as an
     asset of the  Company  from  (but not  before)  the  beginning  of the
     Accounting Period on the effective date of such Capital Contributions.

          (vii)Distributions  made  pursuant  to  Section  5.04  (including
     deemed tax distributions pursuant to Section 5.03(c)) other than as of
     the beginning of an  Accounting  Period shall be treated as an advance
     and as an asset of the Company,  until the beginning of the Accounting
     Period following the date of distribution.

          (viii) The Incentive Allocation,  if any, credited to the Capital
     Account of the Managing  Member  pursuant to Section  4.05(d) shall be
     treated as a liability,  until distributed,  from the beginning of the
     Accounting  Period  following  the  Accounting  Period  in  which  the
     Incentive Allocation was credited to such Capital Account.

     (b)  The  Company  may  suspend  the   valuation  of  its  assets  and
liabilities,  and any  distributions  or  redemptions  of any amounts  from
Capital Accounts,  for any period during which a Portfolio Company or other
investment fund with which the Company has made an investment has suspended
the  valuation of its assets and  liabilities.  The  Managing  Member shall
promptly notify Members of any such suspension,  and the termination of any
such suspension, by means of a written notice.

     (c) All values assigned to securities and other assets by the Managing
Member or the  Administrator  pursuant to this  Section 4.07 shall be final
and  conclusive as to all of the Members.  The Managing  Member may consult
with and rely upon valuations of the Company's  securities and other assets
provided by the Administrator.

     Section 4.08  Determination of Net Asset Value. The NAV of a series of
Units shall be equal to the balance of the Capital  Account with respect to
such  series of Units.  The NAV per Unit of a series  shall be equal to the
NAV of such  series  divided  by the  number of  outstanding  Units of such
series.

     Section 4.09  Allocation  for Tax Purposes.  (a) For each fiscal year,
items of income,  deduction,  gain,  loss or credit shall be allocated  for
income  tax  purposes  among the  Members  in such  manner as to  equitably
reflect the amounts  credited or debited to each Member's  Capital  Account
for the current and prior  fiscal  years (or  relevant  portions  thereof).
Allocations under this Section 4.09 shall be made by the Managing Member in
accordance  with the  principles of Sections  704(b) and 704(c) of the Code
and  in  conformity  with  applicable  Regulations  promulgated  thereunder
(including,    without    limitation,    Treasury    Regulation    Sections
1.704-1(b)(2)(iv)(f)(4), 1.704-1(b)(4)(i) and 1.704-3(e)).

     If any Member  redeems all of its Units in the Company during a fiscal
year or  immediately  following  the end of a fiscal  year,  and the Member
would (absent this  sentence)  recognize gain under Section 731 of the Code
as a result of such withdrawal,  the Managing Member may elect to specially
allocate to such Member, for U.S. federal income tax purposes,  any capital
gains (including  short-term  capital gains) realized by the Company during
such fiscal  year,  through and  including  the date of  withdrawal,  in an
amount up to that  amount of gain  which if so  allocated  would  avoid the
Member  recognizing  gain on the  withdrawal  under Section 731 of the Code
(ignoring for this purpose any  adjustments  that have been made to the tax
basis of the  withdrawing  Member's  Units  resulting from any transfers or
assignment  of the Units  (other  than the  original  issue of the  Units),
including by reason of death).  Any such  election by the  Managing  Member
shall, to the extent  reasonably  practicable as determined by the Managing
Member in its sole  discretion,  be  applied on an  equitable  basis to all
Members  withdrawing  during such fiscal year or immediately  following the
end of such fiscal year.

     Section  4.10  Determination  by Managing  Member of Certain  Matters;
Managing Member's Discretion.

     (a) All matters  concerning  the  valuation  of  securities  and other
assets and liabilities of the Company, the allocation of profits, gains and
losses  among the  Members  (including  for tax  purposes)  and  accounting
procedures  not  expressly  provided  for by the  terms  of this  Agreement
(including, without limitation, allocation and accounting procedures in the
event a Member  that has an  account  managed by the  Managing  Member in a
manner  similar to the  investment  program  utilized by the Company  which
causes the assets and  liabilities in such account to be transferred to the
Company) shall be determined by the Managing  Member (or such person as the
Managing   Member  may  authorize  to  make  such   determination),   whose
determination  shall be  final,  binding  and  conclusive  as to all of the
Members.

     (b) Whenever in this  Agreement  the  Managing  Member is permitted or
required to make a decision (i) in its "sole  discretion" or  "discretion,"
or under a similar  grant of  authority or  latitude,  the Managing  Member
shall be entitled to consider only such interests and factors as it desires
and may consider its own interests and the interests of its  Affiliates and
its determination  shall be final,  binding and conclusive as to all of the
Members,  or (ii) in its "good faith" the  Managing  Member shall act under
such express  standards  and shall not be subject to any other or different
standards  imposed  by  this  Agreement  or by law or any  other  agreement
contemplated herein.

     Section 4.11  Adjustments  to Take Account of Interim Year Events.  If
the Code or regulations promulgated thereunder require an adjustment to the
Capital  Account  of a Member  or some  other  interim  year  event  occurs
necessitating in the Managing  Member's  judgment an equitable  adjustment,
the Managing Member shall make such  adjustments in the  determination  and
allocation  among the  Members of Net  Capital  Appreciation,  Net  Capital
Depreciation,   Capital   Accounts,   Membership   Percentages,   Incentive
Allocation, the Management Fee, Administration Fee, Company expenses, items
of income,  deduction,  gain, loss, credit or withholding for tax purposes,
accounting  procedures  or such  other  financial  or tax  items  as  shall
equitably  take  into  account  such  interim  year  event  and  applicable
provisions  of law, and the  determination  thereof by the Managing  Member
shall be final, binding and conclusive as to all of the Members.

     Section 4.12 Tax  Withholding.  If the Company is required to withhold
taxes on any  distribution  to, or to pay or incur any tax with  respect to
any income allocable to or otherwise on account of, any Member or series of
Units, the Company may withhold such amounts and make such payments to such
taxing  authorities  as are  necessary to ensure  compliance  with such tax
laws.

                                 ARTICLE V

                       Redemptions and Distributions

     Section 5.01 Redemptions and Distributions in General. No Member shall
be  entitled  (i) to  receive  distributions  from the  Company,  except as
provided  in Section  5.04 and Section  7.02;  or (ii) to redeem any of its
Units other than upon such Member's withdrawal from the Company,  except as
provided  in  Sections  5.02 and 6.01 or upon the  consent of, or as may be
required  by, and upon such  terms as may be  determined  by, the  Managing
Member in its sole  discretion.  In no event  shall a Member be entitled to
demand to receive property other than cash.

     Section 5.02 Redemptions.

     (a) Subject to Sections  5.02(c) and 5.03, as of the time  immediately
prior to the opening of business on the first day of any  calendar  quarter
(each,  a  "Redemption  Date"),  each Member shall have the right,  upon 45
days' prior written  notice to the Managing  Member  (unless such notice is
waived by the Managing  Member in its sole  discretion),  to redeem some or
all of its Units.  No partial  redemption  shall be permitted if thereafter
the aggregate NAV of the remaining Units held by the redeeming Member would
be less than  $500,000,  unless such  limitation  is waived by the Managing
Member  in its  sole  discretion.  Units  of a  particular  series  will be
redeemed at a per Unit price (the "Redemption Price") based upon the NAV of
such series as of the close of business  on the day  immediately  preceding
the applicable  Redemption  Date (taking into account the allocation of any
Net  Capital   Appreciation  or   Depreciation   under  Section  4.05,  any
distributions  under  Section  5.04,  and any  Incentive  Allocation  under
Section 4.05 for the Accounting  Period then ending),  after  reduction for
any Management Fee,  Administration Fee and Incentive  Allocation and other
liabilities of the Company to the extent accrued or otherwise  attributable
to the Units being redeemed  (calculated as if the Redemption  Date was the
last day of the fiscal year),  and the amount of any such reduction for the
Management  Fee and the  Administration  Fee shall be paid to the  Managing
Member,  and the amount of any such reduction for any Incentive  Allocation
shall be allocated  to the capital  account of the  Managing  Member.  If a
redeeming  Member  owns  Units of more than one  series,  unless  otherwise
specified  by such Member in  writing,  Units shall be redeemed on a "first
in-first out" basis for purposes of determining the Redemption  Price.  The
Company  will  endeavor  to pay the  redemption  proceeds,  within  45 days
following the applicable  Redemption Date,  without interest.  The Managing
Member may permit redemptions at other times and in other amounts,  subject
to any conditions that it may impose in its sole discretion.

     (b) The Managing Member shall have the right, in its sole  discretion,
as of any date that it determines  (including during a fiscal year) and for
any reason  (including,  without  limitation,  pursuant  to Article VI, for
regulatory or tax reasons,  or for any other reason),  to redeem any or all
of a Member's Units.  Any redemptions made pursuant to this Section 5.02(b)
shall be paid out in accordance with Section 5.02(a).

     (c) The Managing  Member,  and any  Affiliate of the Managing  Member,
shall have the right at any time  (including  during a fiscal year or other
period) to redeem any and all of its  interest or withdraw all or a portion
of the assets in its Capital Account without notice to the Members.

     Section 5.03 Limitation on Redemptions.

     (a) The  right  of any  Member  to  redeem  some  or all of its  Units
pursuant to the  provisions  of Section 5.02 is subject to the provision by
the Managing Member for all Company liabilities in accordance with the Act,
and  for  reserves  for  estimated   accrued   expenses,   liabilities  and
contingencies in accordance with Section 4.08.

     (b) The Managing Member may suspend redemptions,  at any time prior to
the effective date of the redemption,  and  notwithstanding the fact that a
timely  redemption  request has previously been made, for the whole, or any
part,  of any of the  following  periods:  (i)  during  the  closing of the
principal stock exchange or other markets on which any substantial  portion
of the  Company's  direct or  indirect  investments,  in the opinion of the
Managing Member, is quoted or dealt in other than for ordinary holidays, or
the  restriction  of  suspension  of  dealings  therein;  (ii)  during  the
existence  of any state of affairs  which,  in the opinion of the  Managing
Member,  constitutes an emergency as a result of which the determination of
the  price,  value or  disposition  of the  Company's  direct  or  indirect
investments  would be impractical  or prejudicial to Members;  (iii) during
which redemptions would, in the opinion of the Managing Member, result in a
violation  of  applicable  law;  (iv) during any  breakdown in the means of
communication or computation  normally employed in determining the price or
value of any of the  investments  of the  Company or the  current  price or
values on any stock  exchange  in  respect  of assets of the  Company;  (v)
during the  occurrence of any period when the Company is unable to withdraw
sufficient  funds from Portfolio  Companies or otherwise to meet redemption
requests  or in  circumstances  when  the  disposal  of  part or all of the
Company's  assets to meet such redemption  requests would be prejudicial to
Members;  and (vi)  during  which any  transfer  of funds  involved  in the
realization  or acquisition of investments or payments due on redemption of
Units  cannot,  in the  opinion of the  Managing  Member,  be  effected  at
advantageous rates of exchange.  Postponed redemptions shall be effected at
the month-end  following the termination of the  suspension.  Any part of a
redemption   request  that  is  postponed   shall  take   precedence   over
later-received  redemption requests until the postponed request or requests
have been  satisfied in full.  Members  shall be given notice in writing of
the suspension of redemptions and the  termination of any such  suspension.
Units  shall be held by the Member  during the  suspension  period as if no
redemption request had been made.

     Section 5.04 Distributions.

     (a) The Managing Member may, in its discretion,  make distributions in
cash or in-kind (i) in connection  with  redemptions  from the Company by a
Member  or in  connection  with a  Member's  complete  withdrawal  from the
Company pursuant to Article VI, (ii) in its discretion,  at any time to the
Managing Member in an amount not in excess of the then positive  balance in
its Capital Account to which the Incentive  Allocation is credited pursuant
to  Section  4.03 and  (iii) in its  discretion,  at any time to all of the
Members  on a pro  rata  basis in  accordance  with  the  Members'  Capital
Accounts.

     (b) If a  distribution  is made  in-kind,  immediately  prior  to such
distribution,  the Managing Member shall determine the fair market value of
the  property  distributed  and adjust the Capital  Accounts of all Members
upwards or downwards to reflect the  difference  between the book value and
the fair market value thereof,  as if such gain or loss had been recognized
upon an actual  sale of such  property  and  allocated  pursuant to Section
4.05. Each such distribution shall reduce the Capital Account of the Member
to which the distribution was made by the fair market value thereof.

     (c) Any taxes paid over to a  governmental  authority  by the  Company
pursuant to Section 4.12 with respect to any Member  (other than on account
of all  Members  equally)  shall be  deemed  to be a  distribution  to such
Member. If a Member who receives a deemed  distribution of taxes under this
Section owns more than one series of Units, the Managing Member in its sole
discretion  may  allocate  such  deemed  distribution  among such  Member's
different  series of Units.  Notwithstanding  the  foregoing,  the Managing
Member in its sole discretion may elect to treat any deemed distribution to
a Member  under this  Section  5.04(c),  not as a  distribution,  but as an
advance to the Member and a partial redemption of such Member's Units as of
the next  Redemption  Date  following  the  deemed  distribution,  and such
Member's Units shall be reduced thereby as appropriately  determined by the
Managing Member.

                                 ARTICLE VI

                       Withdrawal, Death, Disability

              Section 6.01 Withdrawal, Death, etc. of Members.

     (a) The withdrawal,  death,  disability,  incapacity,  adjudication of
incompetency,  termination,  bankruptcy,  insolvency  or  dissolution  of a
Member  shall  not  dissolve  the  Company.  The legal  representatives  or
successors  of such  Member  shall  succeed  as  assignee  to the  Member's
interest  in  the   Company   upon  the  death,   disability,   incapacity,
adjudication  of  incompetency,   termination,  bankruptcy,  insolvency  or
dissolution  of such  Member,  but shall not be admitted  as a  substituted
member without the consent of the Managing Member.

     (b) In the event of the death, disability, incapacity, adjudication of
incompetency,  termination,  bankruptcy,  insolvency  or  dissolution  of a
Member,  the  interest  of such  Member  shall  continue at the risk of the
Company's  business until the last day of the calendar month  following the
calendar month in which the Managing Member received written notice of such
event.  At the end of such period,  the Managing  Member shall, in its sole
discretion,  either (i) substitute the legal  representatives or successors
of the former Members as Members of the Company, provided that the Managing
Member determines in its sole discretion that such legal representatives or
successors are qualified to become  Members of the Company,  or (ii) redeem
such  former  Member's  interest  in the  Company  in  accordance  with the
redemption provisions set forth in this Article VI.

     Section 6.02 Required Withdrawals. The Managing Member may at any time
and for any reason, in its discretion, terminate the interest of any Member
in the  Company or  require a Member to  withdraw  any part of its  Capital
Account.  A Member  required to withdraw  under this  Section 6.02 shall be
treated for all purposes of distribution of redemption proceeds as a Member
who has given notice of redemption of all of its capital under Article V.

                                ARTICLE VII

                  Duration and Dissolution of the Company

     Section 7.01 Duration. The Company shall continue until the earlier of
(i) a  determination  by the  Managing  Member that the  Company  should be
dissolved  and  wound-up;  (ii) the  termination,  bankruptcy,  insolvency,
dissolution  or withdrawal by the Managing  Member other than by assignment
of the Managing Member's interest as provided in Section 1.05(b) hereof; or
(iii) upon 60 days'  prior  written  notice to the  Managing  Member of the
affirmative  vote of the holders of at least 66-2/3% of the voting power of
the outstanding  Units (other than Units held by Goldman,  Sachs & Co., its
Affiliates,  employees and officers),  based on the NAV of such Units, at a
meeting  duly called for the purpose of  liquidating  the  Company.  Upon a
determination to dissolve the Company,  redemptions,  and  distributions in
respect thereof, may not be made.

     Section 7.02 Dissolution.

     (a) On dissolution of the Company,  the Managing Member shall,  within
no more than 30 days after  completion  of a final  audit of the  Company's
financial  statements,  make  distributions  out of Company assets,  in the
following manner and order:

          (i) to creditors,  including  Members who are  creditors,  to the
     extent  otherwise  permitted by law, in satisfaction of liabilities of
     the Company (whether by payment or by establishment of reserves); and

          (ii) to the Members in the proportion of their respective Capital
     Accounts;

     (b) The Managing Member, in its discretion,  at any time and from time
to  time,  may  designate  one  or  more  liquidators,  including,  without
limitation,  one or more  partners,  members or  officers  of the  Managing
Member, who shall have full authority to wind up and liquidate the business
of the Company and to make final  distributions as provided in this Section
7.02.  The  appointment  of any liquidator may be revoked or a successor or
additional  liquidator  or  liquidators  may be appointed at any time by an
instrument in writing signed by the Managing  Member.  Any such  liquidator
may  receive  compensation  as shall be fixed,  from  time to time,  by the
Managing Member.

     (c) In the event that the  Company is  dissolved  on a date other than
the last day of a fiscal year, the date of such dissolution shall be deemed
to be the last day of a fiscal year for purposes of  adjusting  the Capital
Accounts  of  the  Members  pursuant  to  Section  4.03.  For  purposes  of
distributing  the assets of the  Company  upon  dissolution,  the  Managing
Member  shall be  entitled  to a return,  on a pari  passu  basis  with the
Non-Managing  Members,  of the amount standing to its credit in its Capital
Account  and,  with  respect  to its  share  of  profits,  based  upon  its
Membership Percentage.

                                ARTICLE VIII

                      Tax Returns; Reports to Members

     Section 8.01  Independent  Auditors.  The financial  statements of the
Company  shall be  audited by Ernst & Young  LLP,  or such other  certified
public  accountants of similar standing selected by the Managing Member, as
of the end of each fiscal year of the Company.

     Section 8.02 Filing of Tax Returns.  The Managing Member shall prepare
and file,  or cause the  accountants  of the Company to prepare and file, a
federal information tax return in compliance with Section 6031 of the Code,
and any  required  state and local income tax and  information  returns for
each tax year of the Company.

     Section  8.03  Tax  Matters  Partner.  The  Managing  Member  shall be
designated on the Company's annual federal information tax return, and have
full powers and responsibilities, as the Tax Matters Partner of the Company
for purposes of Section  6231(a)(7)  of the Code.  In the event the Company
shall be the subject of an income tax audit by any federal,  state or local
authority,  to the extent the Company is treated as an entity for  purposes
of such audit, including administrative settlement and judicial review, the
Tax Matters  Partner shall be authorized to act for, and its decision shall
be final and  binding  upon,  the  Company  and each  Member  thereof.  All
expenses  incurred  in  connection  with  any  such  audit,  investigation,
settlement or review shall be borne by the Company.

     Section 8.04 Financial  Reports to Current Members.  The Company shall
prepare and mail to each  Non-Managing  Member (i) annual audited financial
statements  after the end of the  Company's  fiscal  year,  (ii)  quarterly
unaudited  information  as to the  performance  of the  Company  and  (iii)
information  necessary for such Member to complete its U.S. federal,  state
and local income tax returns  (including such  information that such Member
may  reasonably  require  annually to complete its tax filing  obligations,
provided that the Managing Member may provide the same without undue effort
or expense).

     Section  8.05 Tax Reports to Members and Former  Members.  The Company
shall use reasonable  efforts to prepare and mail, or cause its accountants
to prepare and mail, to each Member and, to the extent  necessary,  to each
former Member (or its legal representatives), as soon as possible after the
close  of each  fiscal  year of the  Company,  a  report  setting  forth in
sufficient  detail such  information  as shall enable such Member or former
Member (or such Member's legal representatives) to prepare their respective
federal income tax returns and/or  extensions in accordance  with the laws,
rules and regulations then prevailing.

                                 ARTICLE X

                               Miscellaneous

     Section  9.01  General.  This  Agreement  (i) shall be  binding on the
permitted transferees, assigns, executors, administrators,  estates, heirs,
and legal  successors  and  representatives  of the Members and (ii) may be
executed,  through  the use of  separate  signature  pages or  supplemental
agreements  in any number of  counterparts  with the same  effect as if the
parties  executing  such  counterparts  had all executed  one  counterpart;
provided,  however,  that each such counterpart shall have been executed by
the Managing Member and that the counterparts, in the aggregate, shall have
been signed by all of the Members.

     Section 9.02 Power of Attorney.  Each of the Members  hereby  appoints
the   Managing   Member  as  its  true  and   lawful   representative   and
attorney-in-fact,  in its name,  place and  stead to make,  execute,  sign,
acknowledge, swear to and file:

     (a) a  Certificate  of  Formation  of the Company  and any  amendments
thereto as may be required under the Act;

     (b) any duly adopted amendment to this Agreement;

     (c) any and all  instruments,  certificates,  and other documents that
may be  deemed  necessary  or  desirable  to  effect  the  dissolution  and
winding-up of the Company (including,  but not limited to, a Certificate of
Cancellation of the Certificate of Formation); and

     (d) any business certificate,  fictitious name certificate,  amendment
thereto, or other instrument or document of any kind whatsoever  necessary,
desirable or convenient to accomplish the business,  purpose and objectives
of the Company,  or required by any  applicable  federal,  state,  local or
foreign law.

     The  power of  attorney  hereby  granted  by each of the  Non-Managing
Members is coupled with an interest, is irrevocable, and shall survive, and
shall not be affected by, the  subsequent  death,  disability,  incapacity,
incompetency,  termination,  bankruptcy,  insolvency or dissolution of such
Non-Managing Member;  provided,  however, that such power of attorney shall
terminate upon the substitution of another  non-managing  member for all of
such  Non-Managing  Member's  interest in the Company or upon the  complete
withdrawal of such Non-Managing Member from participation in the Company.

     Section 9.03 Amendments to Limited  Liability Company  Agreement.  The
terms and  provisions  of this  Agreement may be modified or amended at any
time and from time to time with the  written  consent of Members  having in
excess of 50% of the voting  power of the  outstanding  Units,  (or,  if an
amendment  affects  only a  particular  series of Units,  with the  written
consent of Members having in excess of 50% of that series of Units),  based
on the NAV of such Units,  and the affirmative  vote of the Managing Member
insofar as is consistent with the laws governing this Agreement;  provided,
however, that without the consent of the Non-Managing Members, the Managing
Member  may amend  the  Agreement  or the  Schedule  hereto to (i)  reflect
changes  validly  made  in the  membership  of  the  Company,  the  Capital
Contributions,  Membership  Percentages  and changes in the number of Units
held by the Members;  (ii) change the provisions  relating to the Incentive
Allocation so that such provisions  conform to the applicable  requirements
of the Securities and Exchange Commission and other regulatory authorities,
so long as such  amendment  does not increase the  Incentive  Allocation to
more than the  amount  that  would  otherwise  be  determined  absent  such
amendment;  (iii) reflect a change in the name of the Company;  (iv) make a
change  that is  necessary  or,  in the  opinion  of the  Managing  Member,
advisable  to qualify the Company as a limited  liability  company or other
entity in which the Members  have limited  liability  under the laws of any
state, or ensure that the Company shall not be treated as an association or
a publicly traded  partnership  taxable as a corporation for federal income
tax  purposes;  (v) make any  change  that does not  adversely  affect  the
Members in any  material  respect;  (vi) make a change that is necessary or
desirable to satisfy any requirements,  conditions or guidelines  contained
in any opinion,  directive,  order,  ruling or  regulation  of any federal,
state or foreign statute,  so long as such change is made in a manner which
minimizes to the extent  practicable,  as determined by the Managing Member
in its sole  discretion,  any  adverse  effect  on the  Members  or that is
required  or  contemplated  by this  Agreement;  (vii) make a change in any
provision of the  Agreement  that  requires any action to be taken by or on
behalf of the Managing Member or the Company  pursuant to the  requirements
of applicable Delaware law if the provisions of applicable Delaware law are
amended, modified or revoked so that the taking of such action is no longer
required;  (viii)  prevent the Company or the  Managing  Member from in any
manner being deemed an  "investment  company"  subject to the provisions of
the Investment  Company Act of 1940, as amended;  (ix) correct  mistakes or
clarify ambiguities;  (x) in the event of adverse changes in the tax law or
interpretations  thereof applicable to the Company,  amend the Agreement as
determined  by the  Managing  Member if it deems  advisable or necessary to
address such changes; (xi) conform the Agreement to the disclosure provided
in the Company's  Confidential Private Placement Memorandum;  (xii) correct
or supplement  any  conflicting  provisions and delete or add provisions as
may be  required  by  applicable  law or  regulations,  in  each  case,  as
determined by the Managing Member in its sole  discretion;  (xiii) make any
other  amendment  provided such amendment does not become  effective  until
after such affected  Members have been given prior  written  notice of such
change and have had the right  following  receipt of such notice to request
the  redemption  of their  Units  and such  redemption  shall  have  become
effective;  or (xiv) make any other  amendments  similar to the  foregoing.
Each Member,  however,  must consent to any amendment that would (a) reduce
its Capital Account or rights of redemption or withdrawal; or (b) amend the
provisions of this Agreement relating to amendments.

     Section 9.04 Instruments. The parties agree to execute and deliver any
further  instruments or perform any acts which are or may become  necessary
to carry on the Company  created by this  Agreement  or to  effectuate  its
purposes.

     Section 9.05 No Personal Liability For Return of Capital. The Managing
Member shall not be personally liable for the return or repayment of all or
any  portion of Capital  Contribution  or profits of any  Member,  it being
expressly  agreed that any such return of Capital  Contribution  or profits
made pursuant to this Agreement shall be made solely from the assets (which
shall not include any right of  contribution  from the Managing  Member) of
the Company.

     Section  9.06  Choice of Law.  Notwithstanding  the place  where  this
Agreement  may  be  executed  by any of the  parties  hereto,  the  parties
expressly agree that all the terms and provisions hereof shall be construed
under the laws of the State of Delaware and,  without  limitation  thereof,
that the Act as now adopted or as may be hereafter amended shall govern the
limited  liability  company  aspects of this  Agreement.  The parties  also
expressly agree that all actions and proceedings brought by a party against
a Member or the  Company,  in  connection  with the  Company's  business or
affairs  (including a breach of this  Agreement by a party hereto) shall be
brought in and be subject  to the  jurisdiction  of a court of the State of
New York or any federal district court in the State of New York.

     Section 9.07 Waiver of Trial By Jury. The parties  hereto  irrevocably
waive to the fullest  extent  permitted by law any objection  that they may
now or  hereafter  have to the  laying  of  venue  of any  such  action  or
proceeding  in the  courts of the State of New York  located in the City of
New York or of the United States  District Court for the Southern  District
of New York and any claim that any such action or proceeding brought in any
such court has been brought in an inconvenient forum.

     Section 9.08 No Third Party Rights.  The provisions of this Agreement,
including,  without  limitation,  the  provisions of Section 1.03,  are not
intended to be for the benefit of any creditor or other person  (other than
the Members in their capacities as such) to whom any debts,  liabilities or
obligations  are owed by (or who otherwise have a claim against or dealings
with) the Company or any Member, and no such creditor or other Person shall
obtain any rights  under any of such  provisions  (whether as a third party
beneficiary  or  otherwise)  or shall  obtain any rights  under any of such
provisions  (whether as a third party beneficiary or otherwise) or shall by
reason  of any such  provisions  make any  claim in  respect  to any  debt,
liability or obligation  (or  otherwise)  including any debt,  liability or
obligation pursuant to Section 1.03, against the Company or any Member.

     Section 9.09 Notices.  Each notice relating to this Agreement shall be
in writing and delivered in person or by registered or certified  mail. All
notices to the Company shall be addressed to its principal office and place
of business.  All notices  addressed to a Member shall be addressed to such
Member at the address set forth in the Schedule. Any Member may designate a
new address by notice to that effect given to the Company. Unless otherwise
specifically  provided in this Agreement,  a notice shall be deemed to have
been  effectively  given when mailed by registered or certified mail to the
proper address or delivered in person.

     Section  9.10   Counterparts.   This  Agreement  may  be  executed  in
counterparts  with the same force and effect as if each of the  signatories
had executed the same instrument.

     Section 9.11 Grantors of Revocable Trusts.  Each  Non-Managing  Member
that is a revocable  trust  agrees that,  if the trustee of such  revocable
trust and the  grantor of such  revocable  trust are the same  person,  the
trustee's  execution of this Agreement and any other documents  executed in
connection  with the Company  shall bind such person in his or her capacity
both as trustee and as grantor of such revocable trust.

     Section  9.12  Goodwill.  No  value  shall  be  placed  on the name or
goodwill of the  Company,  which shall belong  exclusively  to the Managing
Member.

     Section 9.13 Headings.  The titles of the Articles and the headings of
the Sections of this Agreement are for  convenience of reference  only, and
are not to be  considered in  construing  the terms and  provisions of this
Agreement.

     Section 9.14  Pronouns.  All pronouns  shall be deemed to refer to the
masculine,  feminine,  neuter,  singular or plural,  as the identity of the
person or persons, firm or corporation may require in the context thereof.

     Section 9.15 Confidentiality. The Managing Member and the Company may,
in their discretion, keep confidential and not disclose to the Non-Managing
Members any  proprietary  information  concerning  the Company,  including,
without  limitation,   investments,   valuations,   information   regarding
potential investments,  financial  information,  trade secrets and the like
which is proprietary in nature and non-public, or any information about any
investment,  to the extent  that such  information  is  required to be kept
confidential or is otherwise subject to disclosure  restrictions imposed by
the issuer of the  investment  or the Managing  Member,  in its  reasonable
discretion (collectively,  "Confidential  Information").  Each Non-Managing
Member  shall  not  disclose  or cause  to be  disclosed  any  Confidential
Information  to any other  Person,  except  as  otherwise  required  by any
regulatory authority,  law or regulation,  or by legal process, without the
prior written consent of the Managing Member.


<PAGE>


     IN WITNESS  WHEREOF,  the undersigned have hereunto set their hands as
of the date first set forth above.

MANAGING MEMBER:

GOLDMAN SACHS PRINCETON LLC


By:  /s/ Tobin V. Levy
   -------------------------
Name: Tobin V. Levy
Title: Director

NON-MANAGING MEMBERS:

GOLDMAN SACHS PRINCETON LLC
on behalf of each Member as
attorney-in-fact


By:   /s/ Tobin V. Levy
   -------------------------
Name: Tobin V. Levy
Title: Director