Exhibit 10.4

                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                           T.R. WINSTON & COMPANY, LLC

     This  Amended  and  Restated  Limited  Liability  Company  Agreement  (this
"Agreement") of T.R.  Winston & Company,  LLC (the "Company") is entered into as
of the 20th day of August,  2003, by and among Kent Financial Services,  Inc., a
Delaware corporation, as the initial Member of the Company (the "Initial Member"
or "Kent"), G. Tyler Runnels ("Runnels") and John W. Galuchie,  Jr. ("Galuchie,"
and collectively with Runnels, the "New Members").

     The Initial Member  heretofore  formed a limited liability company pursuant
to and in accordance with the Delaware Limited  Liability  Company Act (6 Del.C.
ss. 18-101,  et seq.),  by filing a Certificate of Formation of the Company with
the  office of the  Secretary  of State of the State of  Delaware  on August 18,
2003,  and entering into a Limited  Liability  Company  Agreement of the Company
dated and effective as of August 18, 2003 (the "Original Agreement").

     Effective as of August 20, 2003, T.R. Winston & Company, Inc., a New Jersey
corporation,  was merged with and into the Company,  with the Company  being the
surviving entity, in accordance with the laws of both Delaware and New Jersey.

     The Company desires to distribute  membership  interests to the New Members
upon the terms set forth  herein and to admit the New  Members as members of the
Company.

     The parties  hereto  desire to continue the Company as a limited  liability
company  under  the  Delaware  Limited  Liability  Company  Act and to amend and
restate the Original Agreement in its entirety.

     In  consideration  of the agreements and obligations set forth herein,  and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I
                                  DEFINED TERMS

     Section 1.1 Definitions. As used in this Agreement:
                 ------------

     "Adjusted  Capital Account Deficit" means, with respect to any Unit Holder,
the deficit balance, if any, in such Unit Holder's Capital Account as of the end
of the relevant Fiscal Year, after giving effect to the following adjustments:

          (i) Credit  to such  Capital Account any amounts that such Unit Holder
is obligated to restore or is deemed to be obligated to restore  pursuant to the
penultimate   sentences  of  Treasury   Regulation   ss.ss.   1.704-2(g)(1)  and
1.704-2(i)(5); and

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          (ii)  Debit to such Capital  Account the items described  in  Treasury
Regulation ss.ss. 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

     The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the provisions of Treasury Regulation ss.  1.704-1(b)(2)(ii)(d)  and
shall be interpreted consistently therewith.

     "Affiliate"  means,  with  respect to a  specified  Person,  (i) any Person
directly,  or  indirectly  through  one  or  more  intermediaries,  controlling,
controlled by or under common control with the specified Person, (ii) any Person
owning (or otherwise  controlling the voting rights with respect to) ten percent
(10%) or more of the outstanding voting interests of the specified Person, (iii)
any Person that is an officer or director of, general partner in, trustee of, or
serves in a similar  capacity  with respect to, the specified  Person,  (iv) any
Person who is an officer or director  of,  general  partner  in,  trustee of, or
holder of ten percent (10%) or more of the outstanding  voting  interests of any
Person  described in Clauses (i) through (iii) of this  sentence,  or (v) if the
specified  Person is an individual,  the spouse,  child,  grandchild,  parent or
grandparent  of the  specified  Person.  For purposes of the  definition  in the
immediately  preceding sentence,  the term "controls," "is controlled by" or "is
under common control with" shall mean the possession, direct or indirect, of the
power to direct or cause the  direction  of the  management  and  policies  of a
Person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise.

     "Agreement"  means this  Amended and  Restated  Limited  Liability  Company
Agreement of T.R. Winston & Company,  LLC, as further  amended,  supplemented or
restated from time to time.

     "Assign"  means,  with  respect to the  interest in the Company of any Unit
Holder, to sell, transfer,  pledge, encumber,  mortgage or otherwise hypothecate
such interest, and "Assignment" has a correlative meaning.

     "Assignee"  means any Person who is a transferee of a Member's  interest in
the  Company,  or part  thereof,  and who does not  become a  Substitute  Member
pursuant to Section 13.1 hereof.

     "Capital  Account"  means,  with  respect to any Unit  Holder,  the account
maintained for such Unit Holder in accordance with the provisions of Section 4.4
hereof.

     "Capital  Contribution"  means,  with  respect  to  any  Unit  Holder,  the
aggregate  amount of money and the initial  Gross  Asset  Value of any  property
(other  than  money)  contributed  to the  Company  pursuant to Section 4.1 with
respect to the Units held by such Unit Holder.  In the case of a Unit Holder who
acquires an interest in the  Company by virtue of an  Assignment  in  accordance
with the terms of this  Agreement,  "Capital  Contribution"  has the meaning set
forth in Section 4.4(i) hereof.

     "Certificate"  means the  Certificate  of Formation  filed on behalf of the
Company  with the office of the  Secretary  of State of the State of Delaware on
August 18, 2003, and all amendments thereto and restatements thereof required by
the Delaware Act to be filed with such office.


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     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time, or any  corresponding  federal tax statute  enacted after the date of this
Agreement.  A reference to a specific  section (ss.) of the Code refers not only
to such specific section but also to any corresponding  provision of any federal
tax statute enacted after the date of this Agreement,  as such specific  section
or  corresponding  provision  is in  effect  on the date of  application  of the
provisions of this Agreement containing such reference.

     "Commissions" has the meaning ascribed thereto in Section 15.5 hereof.

     "Company" means T.R. Winston & Company,  LLC, the limited liability company
formed under and pursuant to the Delaware Act and being  continued  and governed
under this Agreement.

     "Company  Minimum  Gain"  has the same  meaning  as the  term  "partnership
minimum  gain"  set  forth  in  Treasury  Regulation  ss.ss.  1.704-2(b)(2)  and
1.704-2(d).

     "Covered Person" means a Member,  any Affiliate of a Member,  any officers,
directors, shareholders, partners, members, employees, representatives or agents
of a Member's  Affiliates,  or any Manager,  employee or agent of the Company or
its Affiliates.

     "Delaware Act" means the Delaware Limited  Liability  Company Act, 6 Del.C.
ss. 18-101, et seq., and any successor thereto, as amended from time to time.

     "Depreciation" means, for each Fiscal Year or other period, an amount equal
to the  depreciation,  amortization or other cost recovery  deduction  allowable
with  respect  to an asset  for such  Fiscal  Year or  other  period;  provided,
however,  that if the Gross Asset Value of an asset  differs  from its  adjusted
basis for federal  income-tax  purposes at the  beginning of such Fiscal Year or
other period,  Depreciation shall be an amount that bears the same ratio to such
beginning Gross Asset Value as the federal income-tax depreciation, amortization
or other cost recovery deduction with respect to such asset for such Fiscal Year
or other  period  bears to such  beginning  adjusted  tax  basis;  and  provided
further, that if the federal income-tax depreciation, amortization or other cost
recovery  deduction  for such Fiscal Year or other period is zero,  Depreciation
shall be determined with reference to such beginning Gross Asset Value using any
reasonable method selected by the Manager.

     "Fiscal  Year" means (i) the period  commencing  upon the  formation of the
Company and ending on December 31, 2003,  (ii) any subsequent  twelve (12) month
period  commencing  on January 1 and ending on December 31, or (iii) any portion
of the period described in Clause (ii) of this sentence for which the Company is
required to allocate  Profits,  Losses and other items of Company income,  gain,
loss or deduction pursuant to Article VII hereof.

     "Focus Report" means the Financial and Operational  Combined Uniform Single
Report required to be filed monthly by the Company with the NASD.

     "Galuchie" means John W. Galuchie, Jr.


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<PAGE>

     "Galuchie Employment Agreement" means the Employment Agreement between Kent
and Galuchie dated as of July 1, 2001.

     "Galuchie  Termination  Compensation"  has the meaning  ascribed thereto in
Section 13.6 hereof.

     "Gross Asset Value" means, with respect to any asset, such asset's adjusted
basis for federal income-tax purposes, except as follows:

          (i) Except in the case of the assets deemed contributed to the Company
by the Initial Member pursuant to Section 4.1(i) hereof, the initial Gross Asset
Value of any asset  contributed  by a Member to the  Company  shall be the gross
fair market value of such asset, determined by the Manager, subject to Paragraph
(v) of this definition;

          (ii) The Gross Asset Value of all Company assets shall be adjusted  to
equal their respective gross fair market values, as  determined  by the Manager,
subject to Paragraph (v) of  this definition, as of the following times: (a) the
acquisition  of an  additional  interest  in the  Company by any new or existing
Member in  exchange  for more than a de minimis  Capital  Contribution;  (b) the
distribution by the Company to a Unit Holder of more than a de minimis amount of
Company  assets as  consideration  for an interest in the  Company;  and (c) the
liquidation  of the  Company  within the  meaning  of  Treasury  Regulation  ss.
1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to Clause (a)
and Clause (b) of this  sentence  shall be made only if the  Manager  reasonably
determines  that such  adjustments  are necessary or  appropriate to reflect the
relative economic interests of the Unit Holders in the Company;

          (iii) The  Gross Asset Value  of any Company  asset distributed to any
Unit Holder shall  be the gross fair  market value of such  asset on the date of
distribution,  as  determined  by the Manager,  subject to Paragraph (v) of this
definition; and

          (iv) The Gross Asset  Values of  Company assets  (including intangible
assets, such as goodwill)  shall  be  increased  (or  decreased) to  reflect any
adjustments to the adjusted bases  of  such assets pursuant to ss. 734(b) or ss.
743(b) of the Code, but only to the extent that such adjustments  are taken into
account in determining Capital Accounts pursuant to   Treasury  Regulation   ss.
1.704-1(b)(2)(iv)(m)  and  Paragraph  (vi) of the  definition  of "Profits"  and
"Losses" below or Section 8.2(vii) hereof;  provided,  however, that Gross Asset
Values shall not be adjusted  pursuant to this  Paragraph (iv) to the extent the
Manager  determines  that  an  adjustment  pursuant  to  Paragraph  (ii) of this
definition is necessary or  appropriate  in connection  with a transaction  that
would otherwise result in an adjustment pursuant to this Paragraph (iv).

          (v) With respect to any determination or adjustment to the Gross Asset
Value of any asset pursuant to the foregoing Paragraphs of this definition,  the
Manager  shall  prepare and  distribute  to all of the Members a written  report
detailing the determination or adjustment proposed to be made by the Manager and
the basis therefor.  Any Member may object in writing to such  determination  or
adjustment  thereto within thirty (30) days following the date of receipt of the
written  report.  In such event,  unless all Members  agree with  respect to the
Gross Asset Value or adjustment  thereto,  the Gross Asset Value or  appropriate
adjustment  thereto (if any) shall be  determined by an  independent  arbitrator


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<PAGE>

agreed  to by the  Manager  and the  objecting  Member,  and  such  arbitrator's
decision shall be binding upon the Company and all Unit Holders.

     If the  Gross  Asset  Value of an asset  has been  determined  or  adjusted
pursuant to Paragraph  (i),  (ii) or (iv) of this  definition,  such Gross Asset
Value shall thereafter be adjusted by the  Depreciation  taken into account with
respect to such asset for purposes of computing Profits and Losses.

     "Initial   Member"  means  Kent  Financial   Services,   Inc.,  a  Delaware
corporation.

     "Kent" means Kent Financial Services, Inc., a Delaware corporation.

     "Koether" means Paul O. Koether.

     "Liquidating  Trustee"  has the meaning  ascribed  thereto in Section  14.3
hereof.

     "Majority Vote" means the written  approval of, or the affirmative vote by,
Members holding a majority of the Units held by Members.

     "Manager" has the meaning ascribed thereto in Section 6.1 hereof.

     "Member"  means any Person  named as a member of the  Company on Schedule A
hereto and includes any Person admitted as an Additional  Member or a Substitute
Member  pursuant to the  provisions of this Agreement when acting in his, her or
its capacity as a member of the Company,  and "Members" means two (2) or more of
such Persons. For purposes of the Delaware Act, the Members shall constitute one
(1) class or group of members.

     "Member  Nonrecourse  Debt"  has the  same  meaning  as the  term  "partner
nonrecourse debt" set forth in Treasury Regulation ss. 1.704-2(b)(4).

     "Member  Nonrecourse  Debt Minimum  Gain" means an amount,  with respect to
each  Member  Nonrecourse  Debt,  equal to the Company  Minimum  Gain that would
result if such Member Nonrecourse Debt were treated as a Nonrecourse  Liability,
determined in accordance with Treasury Regulation ss. 1.704-2(i)(3).

     "Member  Nonrecourse  Deductions" has the same meaning as the term "partner
nonrecourse  deductions" set forth in Treasury Regulations ss.ss.  1.704-2(i)(1)
and (2).

     "Merger" means the merger of the Predecessor  Corporation with and into the
Company, effective as of August 20, 2003.

     "NASD" means National Association of Securities Dealers, Inc.

     "Net  Available  Cash"  means,  for each Fiscal Year or other period of the
Company,  the gross cash receipts of the Company from all sources, but excluding
any amounts,  such as gross  receipts  taxes,  that are held by the Company as a


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<PAGE>

collection   agent  or  in  trust  for   others  or  that  are   otherwise   not
unconditionally  available to the  Company,  less all amounts paid by or for the
account of the Company  during the same Fiscal Year or other period  (including,
without   limitation,   payments  of  principal  and  interest  on  any  Company
indebtedness  (including,  without limitation,  indebtedness to Kent and Runnels
under Section 4.6(iii)  hereof),  payments of salaries,  wages,  commissions and
other  compensation  to Runnels,  Galuchie,  Koether and other  employees of the
Company in accordance  with the  provisions of this  Agreement,  and payments of
expenses  reimbursed  to the Members and the Manager  under Section 5.2 hereof),
and less any amounts  determined by the Members by Required Vote to be necessary
to  provide  a  reasonable  reserve  for  working-capital  needs  or  any  other
contingencies  of the  Company.  Net  Available  Cash  shall  be  determined  in
accordance  with the cash receipts and  disbursements  method of accounting  and
otherwise  in  accordance  with  generally   accepted   accounting   principles,
consistently  applied.  Net Available Cash shall not be reduced by depreciation,
amortization,  cost recovery deductions,  depletion, similar allowances or other
non-cash items,  but shall be increased by any reduction of reserves  previously
established.

     "New Member" means either Runnels or Galuchie, and "New Members" means both
Runnels and Galuchie.

     "Nonrecourse  Deductions" has the meaning set forth in Treasury  Regulation
ss. 1.704-2(b)(1). "Nonrecourse Liability" has the meaning set forth in Treasury
Regulation ss. 1.704-2(b)(3).

     "Original  Agreement" means the Limited  Liability Company Agreement of the
Company dated as of August 18, 2003.

     "Percentage  Interest"  means,  with  respect  to any Unit  Holder and with
respect to any point in time,  that fraction  (expresses as a percentage)  whose
numerator is the number of Units held by such Unit Holder and whose  denominator
is the total number of issued and outstanding Units at such time.

     "Person"  includes any individual,  corporation,  association,  partnership
(general or limited),  joint venture,  trust, estate, limited liability company,
or other legal entity or organization.

     "Predecessor  Corporation" means T.R. Winston & Company, Inc., a New Jersey
corporation.

     "Profits" and "Losses" means,  for each Fiscal Year, an amount equal to the
Company's taxable income or loss for such Fiscal Year,  determined in accordance
with ss. 703(a) of the Code (but  including in taxable  income or loss, for this
purpose,  all items of income,  gain,  loss or  deduction  required to be stated
separately   pursuant  to  ss.  703(a)(1)  of  the  Code),  with  the  following
adjustments:




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          (i) Any income of the Company  exempt from federal income  tax and not
otherwise  taken into  account in computing  Profits or Losses  pursuant to this
definition shall be added to such taxable income or loss;

          (ii) Any expenditures of the Company described  in ss. 705(a)(2)(B) of
the Code (or treated as expenditures  described  in ss. 705(a)(2)(B) of the Code
pursuant to Treasury  Regulation  ss.  1.704-1(b)(2)(iv)(i))  and not  otherwise
taken into account in computing  Profits or Losses  pursuant to this  definition
shall be subtracted from such taxable income or loss;

          (iii) In the event the Gross  Asset  Value  of  any  Company  asset is
adjusted in accordance with Paragraph (ii) or Paragraph  (iii) of the definition
of "Gross Asset Value" above, the amount  of such adjustment shall be taken into
account as gain or loss  from the  disposition  of such  asset for  purposes  of
computing Profits or Losses;

          (iv)  Gain or loss resulting from  any disposition of any asset of the
Company with respect to which gain or loss is recognized for federal  income-tax
purposes  shall be computed by  reference  to the Gross Asset Value of the asset
disposed of,  notwithstanding  that the adjusted tax basis of such asset differs
from its Gross Asset Value;

          (v) In lieu of the depreciation, amortization and other cost  recovery
deductions  taken into account in computing such taxable  income or loss,  there
shall be taken into  account  depreciation  for such Fiscal Year or other period
computed in accordance with the definition of "Depreciation" above;

          (vi) To the extent an  adjustment to the adjusted  tax  basis  of  any
Company asset  pursuant  to  ss. 734(b) or ss. 743(b) of  the Code  is  required
pursuant to Treasury  Regulation  ss.  1.704-1(b)(2)(iv)(m)(4)  to be taken into
account in determining Capital  Accounts as a  result  of a  distribution  other
than in liquidation of a Unit Holder's interest in the Company,  the  amount  of
such adjustment shall be treated as an item of gain (if the adjustment increases
the basis of such  asset) or loss (if the adjustment decreases the basis of such
asset) from the  disposition  of such asset and shall be taken into  account for
purposes of computing Profits or Losses; and

          (vii)  Notwithstanding any  other provision  of  this  definition, any
items that are specially allocated pursuant to Section 7.2 or Section 7.3 hereof
shall not be taken into account in computing Profits or Losses.

     "Regulatory  Allocations"  has the meaning  ascribed thereto in Section 7.3
hereof.

     "Required Vote" means the written  approval of, or the affirmative vote by,
the  holders of at least  seventy  percent  (70%) of the issued and  outstanding
Units held by Members.

     "Runnels" means G. Tyler Runnels.

     "Runnels   Employment   Agreement"  means  the  letter  agreement   between
Predecessor  Corporation and Runnels dated April 17, 1990, and all continuations


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thereof  and  substitutions  therefor,  whether in  writing,  oral or arising by
course of conduct and  understanding  between the  Predecessor  Corporation  and
Runnels.

     "Substitute  Member"  means a Person who is  admitted  to the  Company as a
Member  pursuant to Section 13.1 hereof and who is named as a Member on Schedule
A attached hereto.

     "Tax  Matters  Member" has the  meaning  ascribed  thereto in Section  10.2
hereof.

     "Treasury   Regulations"  means  the  income-tax   regulations,   including
temporary  regulations,  promulgated  under the Code, as such regulations may be
amended from time to time  (including  corresponding  provisions of  superseding
regulations).

     "Unit" means and represents  the right to share in Profits and Losses,  and
items thereof, and distributions of the Company, to the extent set forth in this
Agreement.

     "Unit Holder" means any Person who holds one (1) or more Units,  regardless
of whether such Person is a Member or mere  Assignee,  and regardless of whether
such  Units  were  initially  acquired  by such  Person  from the  Company or by
transfer from another Unit Holder.

     Section 1.2 Headings.  The headings and  subheadings  in this Agreement are
                 ---------
included for convenience and  identification  only and are in no way intended to
describe,  interpret,  define  or limit  the  scope,  extent  or  intent of this
Agreement or any provision hereof.

                                   ARTICLE II
                             ASSIGNMENT OF INTEREST,
                        CONTINUATION OF COMPANY AND TERM

     Section 2.1 Continuation.
                 -------------

     (i) The  Members  (a) hereby  agree to  continue  the  Company as a limited
liability  company under and pursuant to the provisions of the Delaware Act, and
(b) hereby agree that the rights,  duties and  liabilities  of the Members shall
hereafter  be as provided in the  Delaware  Act,  except as  otherwise  provided
herein.

     (ii)  Upon  the  execution  of this  Agreement,  or a  counterpart  of this
Agreement,  (a) the Initial  Member shall  continue and the New Members shall be
admitted to the Company as Members.

     (iii) The name, mailing address, number of Units and Percentage Interest of
each Unit  Holder  shall be listed on  Schedule A attached  hereto.  The Manager
shall be required to update Schedule A from time to time as necessary to reflect
accurately  the  information  therein.  Any  amendment or revision to Schedule A
(including Schedule A-1 attached thereto) made in accordance with this Agreement
shall  not be deemed an  amendment  to this  Agreement.  Any  reference  in this
Agreement  to  Schedule  A shall be deemed to be a  reference  to  Schedule A as
amended and in effect from time to time.


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     Section 2.2 Name. The name of the Company shall be "T.R. Winston & Company,
                 ----
LLC,"  unless and until the name of the  Company  is  changed by the  Members by
Required Vote and an appropriate  amendment to the Certificate is filed with the
office of the  Secretary  of State of the State of  Delaware  as required by the
Delaware Act.

     Section 2.3 Term. The term of the Company commenced on August 18, 2003, the
                 -----
date the  Certificate  was filed in the office of the  Secretary of State of the
State of  Delaware,  and  shall  continue  perpetually  unless  the  Company  is
dissolved in accordance with the provisions of this Agreement.  The existence of
the Company as a separate legal entity shall continue until  cancellation of the
Certificate in the manner required by the Delaware Act.

     Section 2.4 Registered Agent and Office. The Company's registered agent and
                 ---------------------------
office in Delaware shall be RL&F Service Corp.,  One Rodney Square,  10th Floor,
Tenth and King Streets,  Wilmington,  New Castle County,  Delaware 19801. At any
time, the Members by Majority Vote may designate another registered agent and/or
registered office.

     Section 2.5 Principal Place of Business. The principal place of business of
                 ----------------------------
the Company shall be 376 Main Street,  Bedminster,  New Jersey 07921. Subject to
the  provisions of Section 15.1 hereof,  the Members by Majority Vote may at any
time change the location of the Company's principal place of business.

     Section 2.6 Qualification in Other  Jurisdictions.  The Manager shall cause
                 --------------------------------------
the Company to be qualified,  formed or  registered  under assumed or fictitious
name statutes or similar laws in any jurisdiction in which the Company transacts
business.  The authority of Michael D. Allen as an authorized person, within the
meaning of the Delaware Act, terminated upon the filing of the Certificate,  and
the Manager,  as an authorized  person,  within the meaning of the Delaware Act,
shall  execute,  deliver and file (i) any amendments to or  restatements  of the
Certificate  required  by the  Delaware  Act to be filed  with the office of the
Secretary of State of the State of Delaware,  and (ii) any certificates (and any
amendments and/or restatements  thereof) necessary for the Company to qualify to
do business in a jurisdiction in which the Company may wish to conduct business.

                                   ARTICLE III
                       PURPOSES AND POWERS OF THE COMPANY

     Section  3.1  Purposes.  The  Company  is being  formed  for the object and
                   ---------
purpose of, and the nature of the  business to be  conducted  by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Delaware Act.

     Section 3.2 Powers of the Company.
                 ---------------------

     (i) The  Company  shall  have the power and  authority  to take any and all
actions necessary,  appropriate,  proper, advisable, incidental or convenient to
or for the  furtherance  of the  purposes  set  forth  in  Section  3.1  hereof,
including, but not limited to, the power:


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          (a) To conduct its  business,  carry  on  its  operations and have and
exercise the  powers  granted  to a limited  liability  company by the  Delaware
Act in  any state, territory, district or possession of the United States, or in
any  foreign country  that  may  be necessary, convenient  or  incidental to the
accomplishment of the purposes of the Company;

          (b) To  acquire  by  purchase,  lease,  contribution  of  property  or
otherwise, own,  hold,  operate, maintain,  finance,  improve, construct, lease,
sell, convey,  mortgage,  transfer,  demolish or dispose of any real or personal
property that may  be  necessary, convenient or incidental to the accomplishment
of the purposes of the Company;

          (c) To  enter  into,  perform  and  carry  out  contracts of any kind,
including, without  limitation,  contracts  with  any  Member,  any Affiliate of
a Member, the Manager,  or any employee or agent of the Company,  necessary  to,
in connection with, convenient  to,  or  incidental  to  the  accomplishment  of
the purposes of the Company;

          (d)  To sue  and  be sued, complain  and  defend, and  participate  in
administrative or other proceedings, in its name;

          (e) To  appoint employees  and  agents of the Company and define their
duties and fix their compensation;

          (f) To indemnify any Person in accordance with the Delaware Act;

          (g) To cease its activities and cancel its Certificate;

          (h) To  negotiate, enter into, renegotiate, extend, renew,  terminate,
modify, amend, waive, execute, acknowledge or take any other action with respect
to any lease,  contract  or security  agreement  in respect of any assets of the
Company;

          (i) To borrow money and issue evidences of indebtedness, and to secure
the same by a mortgage, pledge or other lien on any assets of the Company;

          (j) To  pay, collect,  compromise,  litigate,  arbitrate  or otherwise
adjust or settle any  and all other  claims or demands of or against the Company
or to hold such proceeds against the payment of contingent liabilities;

          (k)  To form, or  participate  in  the formation  of, and  enter  into
partnerships, limited liability companies, trusts, associations, corporations or
other ventures with other Persons in furtherance of the purposes of the Company;
and

          (l) To  make,  execute, acknowledge and  file any and all documents or
instruments  necessary,  convenient or incidental to the  accomplishment  of the
purposes of the Company.

     (ii) The Company is hereby authorized to execute, deliver and perform, and,
subject to the provisions of Sections 6.6 and 6.7 hereof, the Manager, on behalf

                                       10

<PAGE>

of the Company,  is hereby  authorized  to execute and deliver,  all  documents,
agreements and  certificates  required or otherwise  deemed by the Manager to be
necessary  or  desirable  in order for the Company to carry out the purposes set
forth in Section 3.1 hereof,  all without any further  act,  vote or approval of
any Member. The foregoing authorization shall not be deemed a restriction on the
powers of the Manager to enter into other agreements on behalf of the Company.

     (iii)  Subject  to the  provisions  of  Sections  6.6 and 6.7  hereof,  the
Manager,  in his sole  discretion,  may  authorize  any Person to enter into and
perform any document on behalf of the Company.

     (iv) The Company may merge with,  or  consolidate  into,  another  Delaware
limited  liability company or other business entity (as defined in ss. 18-209(a)
of the  Delaware  Act),  but only  with the prior  approval  by the  Members  by
Required Vote.

                                   ARTICLE IV
                          CAPITAL CONTRIBUTIONS, UNITS,
               CAPITAL ACCOUNTS, ADVANCES AND PERSONAL GUARANTIES

     Section 4.1 Capital Contributions.
                 ----------------------

     (i) Kent. As of the effective  date of the Merger,  the Initial  Member was
         ----
deemed to have  contributed to the capital of the Company all of the assets then
held by the Predecessor  Corporation,  subject to all of the then liabilities of
the Predecessor Corporation, as more fully described on Schedule A-1 attached to
Schedule A attached  hereto.  The Company hereby assumes and agrees to discharge
in full all such  liabilities.  The agreed value of such contribution so made by
the Initial  Member is  $500,000,  as set forth on the said  Schedule  A-1.  Ten
thousand  (10,000)  Units  were  issued  by the  Company  as a  result  of  such
contribution by the Initial Member.  Of such contribution by the Initial Member,
$200,000 was  credited to the Initial  Member's  Capital  Account as the Initial
Member's  initial  Capital  Contribution  to the  Company  pursuant  to  Section
4.4(ii)(a)  hereof, and four thousand (4000) Units were issued by the Company to
the Initial Member.

     (ii)  Runnels.  By the  execution of this  Agreement,  Kent has assigned to
           --------
Runnels, and Runnels has accepted an assignment of, a fifty and one/one hundreth
percent  (50.01%)  interest  in the  contribution  to the Company by the Initial
Member  described in Subsection (i) of this Section 4.1, in complete payment and
satisfaction of all obligations of the Predecessor  Corporation to Runnels under
the Runnels Employment Agreement immediately preceding the effective time of the
Merger,  $250,000 shall be deemed to be the initial Capital  Contribution to the
Company by Runnels made as of the date of execution of this Agreement,  $250,050
was credited to Runnels' Capital Account pursuant to Section  4.4(ii)(a) hereof,
and the Company issued five thousand one (5001) Units to Runnels in exchange for
his initial Capital Contribution.

     (iii) Galuchie.  By the execution of this  Agreement,  Kent has transferred
           --------
and assigned to Galuchie,  and Galuchie has accepted the  assignment  of, a nine
and ninety nine/one  hundreths  percent (9.99%)  interest in the contribution to
the Company by the Initial  Member  described in Subsection  (i) of this Section
4.1, in complete payment and satisfaction (subject to Section 6.8 hereof) of all

                                       11

<PAGE>

remaining  obligations  of  Kent  to  Galuchie  under  the  Galuchie  Employment
Agreement immediately preceding the effective time of the Merger, Galuchie shall
be deemed to have contributed to the Company as of the date of execution of this
Agreement as his Capital Contribution $49,950,  which was credited to Galuchie's
Capital Account pursuant to Section  4.4(ii)(a)  hereof,  and the Company issued
nine  hundred  ninety-nine  (999) Units to Galuchie in exchange  for his Capital
Contribution.

     Section  4.2  Units.  The  number  of Units  (and the  Percentage  Interest
                   ------
represented  by such  Units)  held by each  Unit  Holder  shall be set  forth on
Schedule A attached hereto. As required by Section 2.1(iii) hereof,  the Manager
shall revise (or cause to be revised)  Schedule A to reflect any  adjustment  in
the number of Units of any Unit Holder. Each Unit Holder hereby agrees that his,
her or its  interest in the  Company and in his,  her or its Units shall for all
purposes be personal property. A Unit Holder has no interest in specific Company
property.

     Section 4.3 Status of Capital Contributions.
                 -------------------------------

     (i) Except as otherwise  provided in this  Agreement,  the amount of a Unit
Holder's Capital Contributions may be returned to him, her or it, in whole or in
part, at any time,  but only with the prior  approval by the Members by Required
Vote.  Except as  otherwise  provided  in this  Agreement,  any such  returns of
Capital  Contributions  shall be made to all Unit Holders in proportion to their
respective aggregate Capital  Contributions.  Notwithstanding the foregoing,  no
return of a Unit Holder's Capital  Contributions shall be made hereunder if such
distribution would violate applicable state law. Under circumstances requiring a
return of any  Capital  Contribution,  no Unit  Holder  shall  have the right to
demand or  receive  property  other  than  cash,  except as may be  specifically
provided in this Agreement.

     (ii) No Unit Holder  shall  receive any interest or drawing with respect to
his, her or its Capital Contributions or his, her or its Capital Account.

     (iii)  Except as  otherwise  provided in Section  4.6(ii)  hereof,  no Unit
Holder shall be required to lend any funds to the Company.  No Unit Holder shall
have any personal liability for the repayment of any Capital Contribution of any
other Member or Assignee.

     Section 4.4. Capital Accounts.
                  -----------------

     (i) An individual  Capital  Account shall be established and maintained for
each Unit Holder.  The original Capital Account  established for any Unit Holder
who acquires an interest in the Company by virtue of an assignment in accordance
with the  terms of this  Agreement  shall be in the same  amount  as,  and shall
replace, the Capital Account of the assignor of such interest, and, for purposes
of this  Agreement,  such Unit  Holder  shall be deemed to have made the Capital
Contributions  made by the assignor of such interest (or made by such assignor's
predecessor in interest).  To the extent such Unit Holder acquires less than the
entire  interest in the Company of the  assignor of the  interest so acquired by
such Unit Holder,  the original Capital Account of such Unit Holder and his, her
or its Capital  Contributions  shall be in proportion to the interest he, she or
it  acquires,  and the  Capital  Account of the  assignor  who retains a partial
interest  in  the   Company,   and  the  amount  of  his,  her  or  its  Capital

                                       12

<PAGE>

Contributions,  shall be reduced in  proportion  to the  interest  he, she or it
retains.

     (ii) The  Capital  Account  of each  Unit  Holder  shall be  maintained  in
accordance with the following provisions:

          (a) To such  Unit  Holder's  Capital Account  there shall  be credited
such Unit Holder's Capital Contributions, such Unit Holder's  distributive share
of  Profits, any items  in the  nature  of  income  or gains  that are specially
allocated to such Unit Holder pursuant  to Section  7.2 or Section  7.3  hereof,
and the amount of any Company  liabilities  that are assumed by such Unit Holder
or that are secured by any Company assets distributed to such Unit Holder;

          (b) To such  Unit Holder's  Capital Account there shall be debited the
amount of  cash and the Gross Asset Value  of any Company  assets distributed to
such Unit Holder pursuant to any provision of this Agreement, such Unit Holder's
distributive share of Losses, any items in the nature of expenses or losses that
are specially  allocated to such Unit Holder  pursuant to Section 7.2 or Section
7.3  hereof,  and the amount of any  liabilities  of such Unit  Holder  that are
assumed by the Company or that are secured by any property  contributed  by such
Unit Holder to the Company; and

          (c) In determining the  amount of any liability for  purposes  of this
Paragraph (ii), there shall be taken into account ss. 752(c) of the Code and any
other applicable provisions of the Code and the Treasury Regulations.

     Section 4.5  Advances.  If any Unit Holder  shall  advance any funds to the
                  --------
Company in excess of his, her or its Capital  Contributions,  the amount of such
advance shall neither  increase his, her or its Capital Account nor entitle him,
her or it to any increase in his, her or its share of the  distributions  of the
Company.  The  amount  of any such  advance  shall be a debt  obligation  of the
Company to such Unit Holder and shall be repaid to him, her or it by the Company
upon such terms and conditions, including rate of interest, as shall be mutually
determined by such Member and the Manager. Any such advance shall be payable and
collectible only out of Company assets,  and the other Unit Holders shall not be
personally  obligated  to repay  any part  thereof.  No  Person  who  makes  any
nonrecourse  loan to the Company  shall have or  acquire,  as a result of making
such loan, any direct or indirect  interest in the profits,  capital or property
of the Company, other than as a creditor.

     Section 4.6 Additional Capital Contributions and Required Loans.
                 ----------------------------------------------------

     (i) Except as otherwise expressly set forth in the subsequent provisions of
this  Section  4.6,  no Unit Holder  shall be  required  to make any  additional
contribution to the capital of the Company.

     (ii) On the  fifteenth  (15th) and on the last  business day of each of the
first  twenty-four (24) calendar months during the term of this Agreement,  Kent
shall  contribute  $3,750 to the  capital of the  Company to fund the  Company's
payment of salary to  Galuchie  for his  services  as the  Manager  pursuant  to
Section 6.8 hereof,  and each such $3,750 payment by Kent shall be an additional

                                       13

<PAGE>

Capital  Contribution  by Kent and shall be credited to Kent's  Capital  Account
pursuant to Section  4.4(ii)(a)  hereof.  No additional Units shall be issued to
Kent as a result of any payments made by it pursuant to this Subsection (ii).

     (iii) If and to the extent that within one year from the date of  execution
of this Agreement,  the Manager determines that the Company requires  additional
funds in order to satisfy net  capital  requirements  under NASD rules,  each of
Kent and Runnels  shall lend to the Company up to $100,000 to enable the Company
to meet such NASD net capital  requirements  during such one year period.  Fifty
percent (50%) of the required  amount of  additional  funds shall be lent to the
Company  by each of Kent and  Runnels,  and each loan  made by Kent and  Runnels
pursuant to this  Subsection  (iii) shall (a)  subject to  compliance  with NASD
rules,  be repaid by the Company in full within  ninety (90) days after the date
of such  loan,  (b) be repaid at the same  time,  and,  if not repaid in full in
single payments, in equal installment amounts, and (c) bear interest at the rate
mutually agreed upon by Kent, Runnels and the Manager;  provided,  however, that
the  interest  so payable by the  Company  shall not be less than the prime rate
published in the Wall Street Journal, as adjusted from time to time.

                                    ARTICLE V
                                     MEMBERS

     Section 5.1 Powers of Members. The Members shall have only those rights and
                 ------------------
powers  specifically  granted to the  Members by this  Agreement.  Other than as
expressly  set forth in this  Agreement,  no Member shall have any right to vote
(under the Delaware Act or this  Agreement)  or take any action on behalf of the
Company.

     Section 5.2 Reimbursements. The Company shall reimburse the Members and the
                 ---------------
Manager for all ordinary and necessary  out-of-pocket  expenses  incurred by the
Members and the  Managers on behalf of the  Company.  Within  fifteen  (15) days
after the end of each calendar  quarter during the term of this  Agreement,  the
Manager shall provide to all Members a written report of all expenses reimbursed
during such calendar quarter.

     Section 5.3 Partition. Each Unit Holder hereby waives, until termination of
                 ----------
the  Company,  any and all  rights  that he, she or it may have to  maintain  an
action for partition of the Company's property.

     Section 5.4  Resignation of Members and Redemption of Interests.  No Member
may  resign,  and no Unit  Holder  shall have the right to have his,  her or its
Units redeemed by the Company,  unless,  in either case, all of the Members have
first determined that such resignation or redemption is necessary for any reason
or is in the best  interests of the Company.  In the case of any redemption of a
Unit  Holder's  Units so approved by the Members,  the Company shall pay to such
Unit Holder in cash an amount  equal to the fair value of such Units as mutually
agreed  upon  by such  Unit  Holder  and the  Members.  In the  absence  of such
agreement  with  respect to fair  value,  fair value shall be  determined  by an
independent arbitrator agreed to by all of the Members. In the event that all of
the Members cannot agree on the appointment of a single independent  arbitrator,
fair value shall be  determined  by the majority  vote of three (3)  independent
arbitrators,  one (1) of which shall be  appointed  by  agreement of all Members

                                       14

<PAGE>

(excluding  any Member  seeking to resign  and/or to have his,  her or its Units
redeemed by the  Company)  and one (1) of which shall be  appointed by such Unit
Holder,  and the  third  of  which  shall  be  appointed  by the  other  two (2)
arbitrators.

     Section 5.5 Meetings of Members.
                 --------------------

     (i) No regular  meetings of the Members shall be held.  Special meetings of
the Members shall be called by the Manager at any time or times upon the written
request of any Member.  Written notice of a special meeting,  stating the place,
date and hour of the meeting  and the purpose or purposes  for which the meeting
has been called, shall be given by the Manager to each Member not fewer than ten
(10) nor more than sixty (60) days  before  the date of such  meeting.  Business
transacted at any meeting of Members shall be limited to the purpose or purposes
stated in the notice thereof.

     (ii) The holders of at least seventy  percent (70%) of the aggregate  Units
held by Members,  present in person or represented by proxy,  shall constitute a
quorum at all meetings of the Members for the transaction of business, except as
otherwise  specifically  provided in this Agreement.  If,  however,  such quorum
shall not be present or represented  at any meeting of the Members,  the Members
who are  present  in  person or  represented  by proxy  shall  have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present or represented.  At such 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.
If  the  adjournment  is for  more  than  thirty  (30)  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 by the Manager to each Member.

     (iii) When a quorum is present at any  meeting of the  Members,  a Majority
Vote shall be  required to decide any  question  brought  before  such  meeting,
unless the question is one upon which,  by express  provision of this Agreement,
either a Required Vote or the approval of all Members is required.

     (iv) Each Member shall at every  meeting of the Members be entitled to vote
in person or by  proxy,  but no proxy  shall be voted on after one (1) year from
its date, unless the proxy expressly provides for a longer period.

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

     (vi) Any  action  that may be taken at any  meeting of the  Members  may be
taken  without a meeting,  without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
that  number of the  issued  and  outstanding  Units held by Members as would be
necessary  to  authorize  or take such  action at a meeting at which all Members

                                       15

<PAGE>

were  present  and voted.  Prompt  notice of the taking of any action  without a
meeting of the  Members  by less than  unanimous  consent  shall be given by the
Manager to those Members who have not consented thereto in writing.

     Section  5.6 Duties of  Members.  Except as  otherwise  provided in Section
                  -------------------
11.6(ii) hereof, each Member, in connection with the business and affairs of the
Company, and in exercising such Member's discretion under this Agreement,  shall
to the  fullest  extent  permitted  by ss.  18-1101(c)  of the  Delaware  Act be
entitled  to  consider  such  interests  and  factors  as such  Member  desires,
including  his,  her or its own  interest  and the  interests of his, her or its
Affiliates,  and shall have no duty or obligation to give any  consideration  to
any interest of, or factors affecting, the Company or any other Member.

     Section 5.7 Members'  Lack of  Authority  to Bind the Company.  The Members
                 -------------------------------------------------
hereby  consent to the  exercise by the Manager of the powers  conferred  on the
Manager by this Agreement.  Except as otherwise specifically provided herein, no
Member  shall  have  any  power,  authority  or  right to act for or to bind the
Company (within the meaning of ss. 18-402 of the Delaware Act).

                                   ARTICLE VI
                                   MANAGEMENT

     Section 6.1 The Manager.  The Members hereby designate Galuchie as the sole
                 ------------
initial  Manager  (within the meaning of the  Delaware  Act) of the Company (the
"Manager"),  and Galuchie hereby accepts and agrees to be bound by the terms and
conditions of this Agreement. Except as otherwise specifically provided in other
provisions  of this  Agreement,  all of the  business and affairs of the Company
shall be managed exclusively by the Manager. The Manager shall have the power to
do any and all acts  necessary or  convenient to or for the  furtherance  of the
purposes  described  herein,  including  all  powers,  statutory  or  otherwise,
possessed by managers under the Delaware Act.  Except as expressly  provided for
in this Agreement,  no Member other than the Manager shall have the authority to
bind the Company within the meaning of ss. 18-402 of the Delaware Act. Effective
upon the  resignation  of Galuchie as the Manager,  or upon a transfer of all of
the Units held by Galuchie (or any successor to him as Manager),  the Members by
Majority  Vote shall  appoint a  successor  Manager,  but until such time as the
successor Manager has been appointed,  management of the Company shall be vested
in the Members (except for the ability to appoint a successor Manager, who shall
be appointed as aforesaid),  and a decision made by the Members by Majority Vote
shall be the  decision of the  Company.  Pursuant to ss.  18-407 of the Delaware
Act, the Manager may  delegate to other  Persons its rights and powers to manage
and  control  the  business  and  affairs  of the  Company,  including,  without
limitation, the execution of checks, drafts and similar instruments.

     Section  6.2 Removal of  Managers.  The Manager may at any time be removed,
                  ---------------------
with or without cause, by the Members by Majority Vote.

     Section 6.3 Manager as Agents. The Manager, to the extent of his powers set
                 -----------------
forth in this  Agreement,  is an agent of the  Company  for the  purpose  of the
Company's  business,  and the actions of the Manager,  taken in accordance  with
such  powers,  shall bind the Company  within the  meaning of ss.  18-402 of the
Delaware Act.

                                       16

<PAGE>

     Section 6.4 Duties of Manager. Each Member, by its or his execution of this
                 ------------------
Agreement,  hereby agrees to,  consents to and  acknowledges  the  delegation of
powers and  authority to the Manager and to actions and decisions of the Manager
within the scope of the Manager's authority as provided herein.

     Section 6.5 Fiduciary  Duties of Manager.  Except as otherwise  modified by
                 ----------------------------
this Agreement,  The Manager shall have the fiduciary duties of loyalty and care
similar to those of a director  of a business  corporation  organized  under the
General Corporation Law of the State of Delaware.

     Section  6.6  Decisions  Requiring  a Required  Vote.  Notwithstanding  the
                   ---------------------------------------
foregoing  provisions  of this  Article VI, the  Manager  shall have no power or
authority without the prior approval by the Members by Required Vote to:

     (i) Knowingly do any act in contravention of this Agreement;

     (ii) Take any action that would make it impossible to carry on the ordinary
business of the Company;

     (iii) Confess a judgment against the Company;

     (iv) Possess or use Company property for other than a Company purpose;

     (v) Appoint or change the Company's accountants or any independent auditor;

     (vi) Sell,  assign or otherwise  transfer,  or contract to sell,  assign or
transfer,  any assets of the Company  other than in the  ordinary  course of the
Company's business;

     (vii) (A) reclassify the Units, (B) convert the Company into any other form
of entity,  or (C) take any action  such that the Company is no longer a limited
liability company organized under the Delaware Act;

     (viii)  Enter into any  transaction,  directly  or  indirectly  (including,
without  limitation,  any purchase,  sale, lease,  investment,  loan, service or
management agreement or other transaction) with any Unit Holder or any affiliate
of a Unit Holder, except as expressly provided for in this Agreement;

         (x) For a period of two years from the date of this Agreement, cause
the Company to pay any salary, wages, commissions or other compensation to
Galuchie or Runnels in excess of the amounts set forth in Section 6.8 and
Section 15.4 hereof, respectively; or

     (xi) Institute  proceedings to adjudicate the Company bankrupt,  consent to
the filing of a bankruptcy  proceeding  against the Company,  file a petition or
answer  or  consent  seeking  reorganization  of  the  Company  under  the  U.S.
Bankruptcy Code or any other similar applicable  federal,  state or foreign law,
consent to the filing of any such petition  against the Company,  consent to the

                                       17

<PAGE>

appointment  of a receiver,  liquidator,  trustee or assignee in  bankruptcy  or
insolvency of the Company or of its property, make an assignment for the benefit
of creditors of the Company,  or admit in writing the Company's inability to pay
its debts generally as they become due.

     Section  6.7  Decisions  Requiring  a Majority  Vote.  Notwithstanding  the
                   --------------------------------------
foregoing  provisions  of this  Article VI, the  Manager  shall have no power or
authority without the prior approval by the Members by Majority Vote to:

     (i) Enter into any agreement,  commitment,  guarantee or other  undertaking
relating to the incurrence of any indebtedness by the Company,  or the making of
any  capital  expenditure  by  the  Company,  in  one  or a  series  of  related
transactions in excess of $200,000;

     (ii)  Make  any  loans,  or agree to make any  loans,  by the  Company,  or
guarantee by the Company any indebtedness of any other Person;

     (iii)  Pledge,  mortgage or  otherwise  grant any  security  interest  with
respect to any assets of the Company;

     (iv)  Establish any subsidiary of the Company or cause the Company to enter
into any joint venture or partnership;

     (v) Commence or settle any  litigation,  arbitration  or other  proceedings
that are material in the context of the Company's business;

     (vi) Take any action with respect to an initial  public  offering under the
securities laws of interests in the Company or with respect to its assets;

     (vii) Enter into any agreement or contract relating to the providing of any
material services to the Company by any Person unless such agreement or contract
is contemplated  by a current  business plan approved by the Members by Majority
Vote;

     (viii) Cause the Company to issue any  additional  Units or other equity or
membership interests in the Company;  provided,  however, that the Company shall
not issue any  additional  Units or other equity or membership  interests in the
Company  unless  such  issuance  is in  compliance  with  Section  12.1  of this
Agreement; or

     (ix) Expend any funds of the Company  other than in the ordinary  course of
the  Company's  business in excess of $200,000 for any item or series of related
items unless included in an annual budget of the Company approved by the Members
by Majority Vote.

     Section 6.8  Compensation of Galuchie as Manager.  During the first two (2)
                  -----------------------------------
years  following the date of this  Agreement,  the Company shall pay to Galuchie
$190,000 as his annual salary for services rendered by him as its Manager.  Such
annual  salary  shall be paid by the Company to  Galuchie in equal  semi-monthly
installments  of  $7,916.67  each,  payable  on the  fifteenth  (15th)  and last

                                       18

<PAGE>

business day of each calendar  month in such 2-year period during which Galuchie
serves as Manager.  Following the expiration of the 2-year period  following the
date of this Agreement,  Galuchie's  annual salary shall be such amount as shall
be agreed to by Galuchie and Runnels from time to time. In addition, the Company
shall enter into an employment  agreement with Galuchie,  approved in advance by
the Members by Required Vote,  providing  Galuchie with  substantially  the same
level of  benefits  and  reimbursement  of  expenses  as were being  provided to
Galuchie  immediately  prior  to the  Merger  under  Section  5 of the  Galuchie
Employment  Agreement.  It is hereby agreed by and among Kent,  Galuchie and the
Company that Galuchie's acquisition of a membership interest in the Company, the
Company's issuance of Units to Galuchie, Galuchie's Termination Compensation and
the other provisions of this Agreement constitute full and complete satisfaction
of any right or claim,  contractual or otherwise,  that Galuchie might otherwise
have  against  Kent for the  payment  of  salary,  wages,  commissions  or other
compensation  for any period prior to the date of  execution of this  Agreement,
including,  without  limitation,  any right or claim  arising under the Galuchie
Employment  Agreement  (including  specifically  any right or claim for payments
pursuant to the  change-in-control  provisions  of Section  6.3 of the  Galuchie
Employment Agreement),  and the Galuchie Employment Agreement, and any amendment
thereto,  and any course of conduct or  understanding  between Kent and Galuchie
with respect to his employment by Kent,  whether oral or in writing,  terminated
as of the date of  execution  of this  Agreement,  is void and is of no  further
effect.

                                   ARTICLE VII
                                   ALLOCATIONS

     Section 7.1 Profits and Losses.
                 ------------------

     (i) Profits.  After giving effect to the special  allocations  set forth in
         --------
Section  7.2 and  Section  7.3  hereof,  Profits  for any  Fiscal  Year shall be
allocated  to the Unit  Holders in  proportion  to their  respective  Percentage
Interests.

     (ii) Losses.  After giving effect to the special  allocations  set forth in
          -------
Section  7.2 and  Section  7.3  hereof,  Losses  for any  Fiscal  Year  shall be
allocated  to the Unit  Holders in  proportion  to their  respective  Percentage
Interests.

     Section 7.2 Special Allocations. The following special allocations shall be
                 -------------------
made in the following order:

     (i)  Company  Minimum  Gain  Chargeback.  Except as  otherwise  provided in
          ----------------------------------
Treasury Regulation ss. 1.704-2(f),  notwithstanding any other provision of this
Article  VIII,  if there is a net  decrease in Company  Minimum  Gain during any
Fiscal  Year,  each Unit Holder shall be  specially  allocated  items of Company
income and gain for such  Fiscal  Year (and,  if  necessary,  subsequent  Fiscal
Years) in an amount  equal to such Unit  Holder's  share of the net  decrease in
Company Minimum Gain,  determined in accordance with Treasury  Regulation ss.ss.
1.704-2(f) and (g). Allocations  pursuant to the immediately  preceding sentence
shall be made in proportion to the respective  amounts  required to be allocated
to each Unit Holder  pursuant  thereto.  The items to be so  allocated  shall be
determined  in accordance  with Treasury  Regulation  ss.ss.  1.704-2(f)(6)  and
1.704-2(j)(2).  This  Paragraph  (i) is intended to comply with the minimum gain

                                       19

<PAGE>

chargeback  requirement  in  Treasury  Regulation  ss.  1.704-2(f)  and shall be
interpreted consistently therewith.

     (ii)  Member  Minimum  Gain  Chargeback.  Except as  otherwise  provided in
           ---------------------------------
Treasury  Regulation ss.  1.704-2(i)(4),  notwithstanding any other provision of
this Article VIII, if there is a net decrease in Member Nonrecourse Debt Minimum
Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Unit
Holder who has a share of the Member  Nonrecourse Debt Minimum Gain attributable
to  such  Member  Nonrecourse  Debt,  determined  in  accordance  with  Treasury
Regulation  ss.  1.704-2(i)(5),  shall be specially  allocated  items of Company
income and gain for such  Fiscal  Year (and,  if  necessary,  subsequent  Fiscal
Years) in an amount  equal to such Unit  Holder's  share of the net  decrease in
Member  Nonrecourse  Debt Minimum Gain  attributable to such Member  Nonrecourse
Debt,  determined in  accordance  with Treasury  Regulation  ss.  1.704-2(i)(4).
Allocations  pursuant to the  immediately  preceding  sentence  shall be made in
proportion  to the  respective  amounts  required to be  allocated  to each Unit
Holder  pursuant  thereto.  The items to be so allocated  shall be determined in
accordance with Treasury Regulation ss.ss. 1.704-2(i)(4) and 1.704-2(j)(2). This
Paragraph  (ii)  is  intended  to  comply  with  the  minimum  gain   chargeback
requirement in Treasury  Regulation ss.  1.704-2(i)(4)  and shall be interpreted
consistently therewith.

     (iii) Qualified  Income Offset.  In the event any Unit Holder  unexpectedly
           ------------------------
receives any  adjustments,  allocations or  distributions  described in Treasury
Regulation ss. 1.704-1(b)(2)(ii)(d)(4),  (5) or (6), items of Company income and
gain  shall be  specially  allocated  to each such Unit  Holder in an amount and
manner  sufficient  to  eliminate,  to the  extent  required  by  such  Treasury
Regulation,  the Adjusted Capital Account Deficit of such Unit Holder as quickly
as possible,  provided that an allocation pursuant to this Paragraph (iii) shall
be made if, and only to the extent that, such Unit Holder would have an Adjusted
Capital Account Deficit after all other allocations provided for in this Article
VIII have been  tentatively  made as if this  Paragraph  (iii)  were not in this
Agreement.

     (iv) Gross  Income  Allocation.  In the event any Unit Holder has a deficit
          -------------------------
Capital  Account at the end of any  Fiscal  Year that is in excess of the amount
such  Unit  Holder  is  deemed  to be  obligated  to  restore  pursuant  to  the
penultimate   sentences  of  Treasury   Regulation   ss.ss.   1.704-2(g)(1)  and
1.704-2(i)(5),  each such Unit  Holder  shall be  specially  allocated  items of
Company  income  and gain in the amount of such  excess as quickly as  possible,
provided that an allocation  pursuant to this  Paragraph  (iv) shall be made if,
and only to the extent  that,  such Unit  Holder  would  have a deficit  Capital
Account in excess of such amount  after all other  allocations  provided  for in
this  Article  VIII have been  tentatively  made as if  Paragraph  (iii) of this
Section 8.2 and this Paragraph (iv) were not in this Agreement.

     (v)  Nonrecourse  Deductions.  Nonrecourse  Deductions  for any Fiscal Year
          -----------------------
shall  be  specially  allocated  to the  Unit  Holders  in  proportion  to their
respective Percentage Interests.

     (vi) Member Nonrecourse  Deductions.  Any Member Nonrecourse Deductions for
          ------------------------------
any Fiscal Year shall be  specially  allocated  to the Unit Holder who bears the
economic risk of loss with respect to the Member  Nonrecourse Debt to which such
Member  Nonrecourse  Deductions  are  attributable  in accordance  with Treasury
Regulation ss. 1.704-2(i)(1).

                                       20

<PAGE>

     (vii) Section 754  Adjustment.  To the extent an adjustment to the adjusted
           -----------------------
tax basis of any Company asset  pursuant to ss. 734(b) or ss. 743(b) of the Code
is required, pursuant to Treasury Regulation ss. 1.704-1(b)(2)(iv)(m)(2) or (4),
to be taken into  account in  determining  Capital  Accounts  as the result of a
distribution  to a Unit  Holder  in  complete  liquidation  of  his,  her or its
interest in the Company,  the amount of such adjustment to the Capital  Accounts
shall be treated as an item of gain (if the  adjustment  increases  the basis of
such asset) or loss (if the adjustment  decreases such basis),  and such gain or
loss shall be specially  allocated to the Unit Holders in accordance  with their
interests   in  the  Company  in  the  event  that   Treasury   Regulation   ss.
1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution
was made in the  event  that  Treasury  Regulation  ss.  1.704-1(b)(2)(iv)(m)(4)
applies.

     (viii) Priority  Allocation.  All deductions of the Company attributable to
            --------------------
the  payment to  Galuchie  of his annual  salary  pursuant to Section 6.7 hereof
during the first twenty-four (24) calendar months after the date of execution of
this  Agreement  shall be  specially  allocated  solely to Kent to the extent of
additional  Capital  Contributions  made  by  Kent to the  Company  during  such
24-month period pursuant to Section 4.6(ii) hereof.

     Section 7.3. Curative Allocations. The allocations set forth in Section 7.2
                  --------------------
hereof (the  "Regulatory  Allocations")  are  intended  to comply  with  certain
requirements of the Treasury Regulations.  It is the intent of the Members that,
to the extent possible,  all Regulatory  Allocations shall be offset either with
other  Regulatory  Allocations  or with  special  allocations  of other items of
Company  income,  gain,  loss,  or  deduction  pursuant  to  this  Section  7.3.
Therefore,  notwithstanding any other provision of this Article VIII (other than
the  Regulatory  Allocations),  the Manager shall make such  offsetting  special
allocations of Company  income,  gain,  loss or deduction in whatever  manner it
determines appropriate so that, after such offsetting allocations are made, each
Unit Holder's Capital Account balance is, to the extent  possible,  equal to the
Capital  Account  balance  such Unit  Holder  would  have had if the  Regulatory
Allocations were not part of this Agreement and all Company items were allocated
pursuant  to Section  7.1  hereof.  Notwithstanding  the  immediately  preceding
sentence, the Manager shall not make special allocations of income or gain under
this  Section  7.3  to  offset  Regulatory  Allocations  previously  made  under
Paragraphs (v) and (vi) of Section 7.2 hereof.

     Section 7.4 Loss Limitation.  Losses allocated  pursuant to Section 7.1(ii)
                 ----------------
hereof  shall not  exceed the  maximum  amount of losses  that can be  allocated
without  causing any Unit Holder to have an Adjusted  Capital Account Deficit at
the end of any Fiscal  Year.  In the event some but not all of the Unit  Holders
would have Adjusted  Capital Account  Deficits as a consequence of an allocation
of Losses pursuant to Section  7.1(ii) hereof,  the limitation set forth in this
Section 7.4 shall be applied on a Unit  Holder-by-Unit  Holder basis, and Losses
not  allocable  to any Unit  Holder  as a  result  of such  limitation  shall be
allocated to the other Unit Holders in accordance with the positive  balances in
such  other  Unit  Holders'  Capital  Accounts  so as to  allocate  the  maximum
permissible   Losses  to  each  Unit  Holder  under   Treasury   Regulation  ss.
1.704-1(b)(2)(ii)(d).

     Section 7.5. Other Allocation Rules.
                  -----------------------

                                       21

<PAGE>

     (i) Profits,  Losses and any other items of income, gain, loss or deduction
shall be allocated  to the Unit  Holders  pursuant to this Article VII as of the
last day of each Fiscal Year; provided,  however, that Profits,  Losses and such
other items  shall also be  allocated  at such times as are  required by Section
13.4 hereof and at such other times as the Gross Asset Values of Company  assets
are adjusted pursuant to Paragraph (ii) of the definition of "Gross Asset Value"
contained in Section 1.1 hereof.

     (ii) For purposes of  determining  the  Profits,  Losses or any other items
allocable  to any  period,  Profits,  Losses and any such other  items  shall be
determined  on a daily,  monthly or other basis,  as  determined  by the Manager
(except to the extent  otherwise  provided  in Section  13.4  hereof)  using any
method  that  is  permissible  under  ss.  706  of the  Code  and  the  Treasury
Regulations thereunder.

     (iii)  The  Members  are  aware  of  the  income-tax  consequences  of  the
allocations  made by this  Article  VII and  hereby  agree  to be  bound  by the
provisions of this Article VII in reporting  their shares of Company  income and
loss for income-tax purposes, except as otherwise required by law.

     (iv) Solely for the purpose of  determining a Unit  Holder's  proportionate
share of the "excess nonrecourse  liabilities" of the Company within the meaning
of Treasury  Regulation ss.  1.752-3(a)(3),  the interests in Company profits of
the Unit Holders are in proportion to their respective Percentage Interests.

     (v) To the extent permitted by Treasury Regulation ss.  1.704-2(h)(3),  the
Manager shall  endeavor to treat  distributions  of Net Available Cash as having
been made from the proceeds of a Nonrecourse  Liability or a Member  Nonrecourse
Debt only to the extent  that such  distributions  would  cause or  increase  an
Adjusted Capital Account Deficit for any Unit Holder.

     Section 7.6 Tax Allocations; Section 704(c) of the Code.
                 --------------------------------------------

     (i) In accordance with ss. 704(c) of the Code and the Treasury  Regulations
thereunder,  income,  gain,  loss and  deduction  with  respect to any  property
contributed to the capital of the Company shall, solely for income-tax purposes,
be  allocated  among the Unit  Holders so as to take  account  of any  variation
between the adjusted  basis of such  property to the Company for  federal-income
tax purposes and its initial Gross Asset Value  (computed in accordance with the
definition of "Gross Asset Value" contained in Section 1.1 hereof).

     (ii) In the event the Gross Asset  Value of any  Company  asset is adjusted
pursuant to Paragraph (ii) of the definition of "Gross Asset Value" contained in
Section 1.1 hereof,  subsequent  allocations of income, gain, loss and deduction
with  respect to such asset  shall take  account of any  variation  between  the
adjusted basis of such asset for federal income-tax purposes and its Gross Asset
Value in the  same  manner  as under  ss.  704(c)  of the Code and the  Treasury
Regulations thereunder.

     (iii) Any elections or other decisions  relating to allocations  under this
Section 7.6,  including the selection of any allocation  method  permitted under

                                       22

<PAGE>

Treasury Regulation ss. 1.704-3, shall be made by the Manager in any manner that
reasonably  reflects the purpose and  intention of this  Agreement.  Allocations
pursuant to this Section 7.6 are solely for purposes of federal, state and local
taxes and shall not affect,  or in any way be taken into  account in  computing,
any Unit Holder's  Capital Account or share of Profits,  Losses,  other items or
distributions pursuant to any provision of this Agreement.

                                  ARTICLE VIII
                                  DISTRIBUTIONS

     Section 8.1 Net Available Cash. Except as otherwise provided in Article XIV
                 ------------------
hereof  (relating to the  dissolution of the Company),  any  distribution of Net
Available  Cash  during  any Fiscal  Year  shall be made to the Unit  Holders in
proportion to their respective Percentage Interests;  provided, however, that no
distributions  shall be made that would  create or increase an Adjusted  Capital
Account Deficit for any Unit Holder.

     Section 8.2. Other Distribution Rules.
                  -------------------------

     (i) Within  thirty-five  (35) days after the end of each  calendar  quarter
during the term of this Agreement, the Company shall, subject to compliance with
NASD rules,  distribute to the Unit Holders all Net Available  Cash in excess of
the greater of (a) $500,000,  or (b) the minimum net capital requirements of the
Company as determined by the Manager, in his discretion,  applying the rules and
regulations of NASD.

     (ii) All  distributions  made by the Company pursuant to Section 8.1 hereof
shall be made only in cash.

     (iii) No distribution  pursuant to Section 8.1 hereof shall be made if such
distribution  would cause the Company to be in violation of applicable state law
or if such  distribution  is  prohibited  by the terms of any  agreement  of the
Company with a third party  (provided that such agreement with a third party was
approved by the Members by Required Vote).

     (iv) All  amounts  withheld  pursuant to the Code or any  provision  of any
state or local tax law with respect to any payment,  distribution  or allocation
to the Company or the Unit Holders  shall be treated as amounts  distributed  to
the  Unit  Holders  pursuant  to this  Article  VIII  for all  purposes  of this
Agreement.  The Manager is authorized to withhold, or cause to be withheld, from
distributions,  or with respect to  allocations,  to the Unit Holders and to pay
over to any federal,  state or local  government  any amounts  required to be so
withheld  pursuant to the Code or any provision of any other  federal,  state or
local law and shall  allocate such amounts to those Unit Holders with respect to
which such amounts were withheld.

                                   ARTICLE IX
                                BOOKS AND RECORDS

     Section 9.1 Books, Records and Financial Statements.
                 ----------------------------------------


                                       23

<PAGE>

     (i) At all times during the  continuance  of the Company,  the Manager,  on
behalf  of the  Company,  shall  maintain,  or  cause to be  maintained,  at the
Company's principal place of business, separate books of account for the Company
that shall show a true and accurate  record of all costs and expenses  incurred,
all  charges  made,  all credits  made and  received  and all income  derived in
connection  with the  operation of the  Company's  business in  accordance  with
generally accepted accounting  principles  consistently  applied.  Such books of
account,   together  with  a  certified  copy  of  this  Agreement  and  of  the
Certificate, shall at all times be maintained at the principal place of business
of the Company and shall be open to  inspection  and  examination  at reasonable
times by each Member and his, her or its duly authorized  representative for any
purpose reasonably  related to such Member's interest in the Company.  The books
of  account  and the  records  of the  Company  shall be  examined  by a firm of
independent  certified  public  accountants  selected by the Members by Required
Vote.  Any Member  shall have the right to have a private  audit of the  Company
books and records conducted at reasonable times and after ten (10) days' advance
notice to the  Company  for any  purpose  reasonably  related  to such  Member's
interest in the Company,  but any such private  audit shall be at the expense of
the Member desiring it, and it shall not be paid for out of Company funds.

     (ii) The Manager shall  prepare and  maintain,  or cause to be prepared and
maintained,  the books of account of the Company,  and the  following  documents
shall be transmitted to each Member at the times hereinafter set forth:

          (a)  Within three (3) months after the close of each Fiscal Year,  the
following financial statements,  examined by and certified to by the independent
certified public accountants referred to in Subsection (i) of this Section 9.1:

               (1)  Balance sheet of the Company as of the  beginning  and close
of such Fiscal Year;

               (2) Statement of Company Profits and Losses for such Fiscal Year;
and

               (3)  Statement of such  Member's Capital  Account as of the close
of such Fiscal Year, and changes therein during such Fiscal Year; and

          (b)  Within three (3) months after the close of each  Fiscal Year, the
following documents:

               (1) A  statement  indicating such Member's  share of each item of
Company  income,  gain, loss,  deduction  or  credit  for such  Fiscal  Year for
income-tax purposes; and

               (2) A copy of each income-tax return, federal or state, filed  by
the Company for such Fiscal Year.

          (c)  Simultaneously  with the  filing  with the NASD  after the end of
each calendar month, a copy of each Focus Report of the Company.


                                       24

<PAGE>

     (iii)  All  information  contained  in  any  statement  or  other  document
distributed  to any Member  pursuant to Paragraph (ii) of this Section 9.1 shall
be deemed  accurate,  binding and conclusive  with respect to such Member unless
written  objection is made thereto by such Member to the Manager  within  twenty
(20) business days after the receipt of such statement or other document by such
Member.

     Section  9.2  Accounting  Method.  For  both  financial  and tax  reporting
                   ------------------
purposes,  and for  purposes of  determining  Profits and Losses,  the books and
records of the Company  shall be kept on the accrual  method of  accounting  and
shall reflect all Company  transactions  and be appropriate and adequate for the
Company's business.

     Section  9.3 Annual  Audit.  As soon as  practicable  after the end of each
                  -------------
Fiscal Year,  but not later than sixty (60) days after such end,  the  financial
statements of the Company shall be audited by the independent  certified  public
accountants  referred to in Section 9.1(i)  hereof.  The cost of each such audit
will be an expense of the Company.  A copy of the audited  financial  statements
will be furnished to each Member within ten (10) days after their receipt by the
Manager.

                                    ARTICLE X
                                   TAX MATTERS

     Section 10.1 Tax Classification.  It is the intention of the parties hereto
                  -------------------
that the  Company be  classified  as a  partnership,  and not as an  association
taxable as a corporation,  for federal  income-tax  purposes.  The provisions of
this Agreement shall be interpreted in a manner  consistent with such intention,
and no  election  shall  be made to have the  Company  taxable  as other  than a
partnership for federal income-tax purposes except upon a Required Vote.

     Section 10.2 Tax Matters  Member.  Galuchie is hereby  designated to act as
                  -------------------
the "Tax Matters  Member" of the Company for purposes of ss.  6231(a)(7)  of the
Code and in any  similar  capacity  under  state or local law.  The Tax  Matters
Member  shall have the  authority,  without any  further  consent of the Members
being  required,  to make any and all  elections for federal,  state,  local and
foreign tax purposes,  including, without limitation, any election, if permitted
by applicable law (i) to adjust the basis of Company property pursuant to ss.ss.
754, 734(b) and 743(b) of the Code, or comparable  provisions of state, local or
foreign law, in  connection  with the transfer of any interest in the Company or
any  distribution by the Company;  (ii) to extend the statute of limitations for
assessment  of tax  deficiencies  against  the  Unit  Holders  with  respect  to
adjustments to the Company's federal,  state, local or foreign tax returns;  and
(iii) to the  extent  provided  in ss.ss.  6221  through  6231 of the Code,  and
similar  provisions of state, local or foreign law, to represent the Company and
the Unit Holders before taxing  authorities or courts of competent  jurisdiction
in tax matters  affecting the Company or the Unit Holders in their capacities as
Unit  Holders,  and to file any tax returns and execute any  agreements or other
documents  relating to or affecting  such tax matters,  including  agreements or
other  documents  that bind the Unit Holders with respect to such tax matters or
otherwise  affect  the rights of the  Company  and the Unit  Holders;  provided,
however,  that any such  agreement,  election  or  document  that  might  have a
material  adverse  effect on any Member shall require the prior  approval of the
Members by Required Vote.


                                       25

<PAGE>

                                   ARTICLE XI
                   LIABILITY, EXCULPATION AND INDEMNIFICATION

     Section 11.1 Liability.
                  ----------

     (i)  Except  as  otherwise   provided  by  the  Delaware  Act,  the  debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise,  shall be  solely  the  debts,  obligations  and  liabilities  of the
Company,  and no Covered Person shall be obligated personally for any such debt,
obligation  or  liability  of the  Company  solely  by reason of being a Covered
Person.

     (ii) Except as otherwise  expressly required herein or by law, a Member, in
his, her or its  capacity as such,  shall have no liability in excess of (a) the
amount of his,  her or its Capital  Contributions,  (b) his, her or its share of
any assets and undistributed  profits of the Company,  and (c) the amount of any
distributions wrongfully distributed to him, her or it.

         Section 11.2  Exculpation.
                       -----------

         (iii) To the fullest extent permitted by law, no Covered Person shall
be liable to the Company or any other Covered Person bound by this Agreement for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Covered Person in good faith on behalf of the Company and in a
manner reasonably believed to be within the scope of authority conferred on such
Covered Person by this Agreement, except that a Covered Person shall be liable
for any such loss, damage or claim incurred by reason of such Covered Person's
gross negligence or willful misconduct.

     (iv) A Covered  Person  shall be fully  protected  in relying in good faith
upon the records of the Company and upon such information,  opinions, reports or
statements  presented  to the  Company by any Person as to matters  the  Covered
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Company, including information,  opinions, reports or statements as to the value
and amount of the assets, liabilities,  Profits, Losses or Net Available Cash or
any other  facts  pertinent  to the  existence  and amount of assets  from which
distributions to Unit Holders might properly be paid.

     Section 11.3 Fiduciary Duty.
                  --------------

     (v) To the extent that,  at law or in equity,  a Covered  Person has duties
(including  fiduciary duties) and liabilities relating thereto to the Company or
to any other Covered Person,  a Covered Person acting under this Agreement shall
not be  liable  to the  Company  or to any other  Covered  Person  bound by this
Agreement  for his, her or its  good-faith  reliance on the  provisions  of this
Agreement.  The provisions of this  Agreement,  to the extent that they restrict
the duties and liabilities of a Covered Person  otherwise  existing at law or in
equity,  are  agreed by the  parties  hereto to replace  such  other  duties and
liabilities of such Covered Person.


                                       26

<PAGE>

     (vi) Unless otherwise expressly provided herein, (a) whenever a conflict of
interest exists or arises between Covered Persons or between the Company and one
or more Covered  Persons,  or (b) whenever this Agreement or any other agreement
contemplated  herein or therein  provides  that a Covered  Person shall act in a
manner that is, or provides  terms that are, fair and  reasonable to the Company
or any Member, the Covered Person (including, without limitation, the Manager on
behalf of the  Company)  shall  resolve such  conflict of interest,  taking such
action or providing such terms,  considering in each case the relative  interest
of each  party  (including  his,  her or its  own  interest)  to such  conflict,
agreement,  transaction  or situation  and the benefits and burdens  relating to
such interests, any customary or accepted industry practices, and any applicable
generally  accepted  accounting  practices or principles.  In the absence of bad
faith by the Covered Person,  the resolution,  action or term so made,  taken or
provided by the Covered  Person shall not  constitute a breach of this Agreement
or any other agreement  contemplated  herein or of any duty or obligation of the
Covered Person at law, in equity or otherwise.

     Section 11.4 Indemnification. To the fullest extent permitted by applicable
                  ---------------
law, a Covered Person shall be entitled to indemnification  from the Company for
any loss,  damage or claim  incurred by such Covered Person by reason of any act
or omission  performed or omitted by such Covered Person in good faith on behalf
of the  Company  and in a manner  reasonably  believed to be within the scope of
authority  conferred on such Covered  Person by this  Agreement,  except that no
Covered  Person  shall be  entitled  to be  indemnified  in respect of any loss,
damage or claim incurred by such Covered Person by reason of gross negligence or
willful  misconduct with respect to such acts or omissions;  provided,  however,
that any  indemnity  under this Section 11.4 shall be provided out of and to the
extent of Company  assets  only,  and no Covered  Person shall have any personal
liability on account thereof.

     Section 11.5 Expenses.  To the fullest extent  permitted by applicable law,
                  --------
expenses  (including  legal fees)  incurred by a Covered Person in defending any
claim, demand,  action, suit or proceeding shall, from time to time, be advanced
by the Company prior to the final  disposition  of such claim,  demand,  action,
suit or proceeding upon receipt by the Company of an undertaking by or on behalf
of the Covered  Person to repay such amount if it shall be  determined  that the
Covered  Person is not entitled to be  indemnified as authorized in Section 11.4
hereof.

     Section 11.6 Outside Businesses.
                  ------------------

     (i) Except as otherwise  provided in Subsection  (ii) of this Section 11.6,
and  notwithstanding any duty otherwise existing at law or in equity, any Member
or Affiliate of a Member may engage in or possess an interest in other  business
ventures of any nature or description,  independently or with others, similar or
dissimilar to the business of the Company, and the Company and the Members shall
have no rights by virtue of this Agreement in and to such  independent  ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if  competitive  with the  business  of the  Company,  shall  not be deemed
wrongful or improper.  Except as otherwise  provided in Subsection  (ii) of this
Section  11.6,  and  notwithstanding  any duty  otherwise  existing at law or in
equity,  no Member or  Affiliate  of a Member  shall be obligated to present any
particular investment  opportunity to the Company even if such opportunity is of
a character that, if presented to the Company, it could be taken by the Company,
and any Member or  Affiliate of a Member shall have the right to take for its or


                                       27

<PAGE>

his own account  (individually  or as a partner or fiduciary) or to recommend to
others any such particular investment opportunity.

     (ii) Notwithstanding the provisions of Subsection (i) of this Section 11.6,
each New Member hereby agrees that all funds and revenues  generated by such New
Member, directly or indirectly,  from any activities customarily available to an
investment banking or brokerage firm, including, without limitation,  securities
brokerage, investment banking, real estate and similar activities shall be funds
and revenues of the Company, and such New Member's right to receive commissions,
remuneration  or other  compensation  with respect to such  activities  shall be
solely as provided in this Agreement and the employment  agreement to be entered
into by the Company  with each New Member as  provided in Sections  6.8 and 15.4
hereof.

                                   ARTICLE XII
                          ADDITIONAL MEMBERS AND UNITS

     Section  12.1  Additional  Units.  If, but only if,  approved by a Majority
                    -----------------
Vote,  the Company is  authorized  to raise  additional  capital by offering and
selling, or causing to be offered and sold, additional limited liability company
interests in the Company  ("Additional Units") to any Person in such amounts and
on such terms as the Members may determine;  provided, however, that the Company
shall first  provide each of the Members with  written  notice of such  proposed
offer or sale of Additional Units and afford the Members,  for a thirty (30) day
period  following the date of such notice,  a right of first refusal to purchase
the Additional  Units,  which right shall be allocated pro rata among all of the
Members  desiring to participate in such purchase in proportion to the number of
Additional  Units to be sold  and in  accordance  with  such  procedures  as the
Manager  shall  specify.  If the  Members  do not elect to  purchase  all of the
Additional  Units  proposed to be sold  within such thirty (30) day period,  the
Company  shall be entitled  to offer and sell,  or cause to be offered and sold,
such Additional  Units not otherwise  purchased by the Members  pursuant to this
Section  12.1,  provided  that such sale takes  place  within  thirty  (30) days
thereafter.  Each Person who subscribes for any of the Additional Units shall be
admitted as an additional  member of the Company (each,  an "Additional  Member"
and collectively, the "Additional Members") at the time such Person (i) executes
this  Agreement or a counterpart of this Agreement and (ii) is named as a Member
on Schedule A hereto. The legal fees and expenses associated with such admission
shall be borne by the Company.

     Section  12.2  Allocations.  Additional  Units shall not be entitled to any
                    -----------
retroactive  allocation  of the Company's  income,  gains,  losses,  deductions,
credits or other items; provided that, subject to the restrictions of ss. 706(d)
of the Code, Additional Units shall be entitled to their respective share of the
Company's income,  gains,  losses,  deductions,  credits and other items arising
under  contracts  entered into before the effective  date of the issuance of any
Additional  Units to the extent that such  income,  gains,  losses,  deductions,
credits  and  other  items  arise  after  such  effective  date.  To the  extent
consistent  with ss.  706(d) of the Code and  Treasury  Regulations  promulgated
thereunder,  the Company's books may be closed at the time Additional  Units are
issued (as though the Company's tax year had ended) or the Company may credit to
the  Additional  Units pro rata  allocations  of the  Company's  income,  gains,
losses,  deductions,  credits and items for that portion of the Company's Fiscal
Year after the effective date of the issuance of the Additional Units.


                                       28

<PAGE>

                                  ARTICLE XIII
                      ASSIGNABILITY AND SUBSTITUTE MEMBERS

     Section 13.1  Assignability  of Interests.  Except as set forth in Sections
                   ----------------------------
13.5 and 13.6 hereof,  and except in the case of an  Assignment  by operation of
law, no Member or Assignee  may Assign the whole or any part of his,  her or its
Units  without  having  obtained  the prior  approval of the Members by Required
Vote.  If such  approval is granted,  the Assignee  shall be entitled to receive
his, her or its share of the  distributions  of the Company to which his, her or
its predecessor in interest would have been entitled, but, to the fullest extent
permitted by law, the Assignee shall not be entitled to exercise any rights of a
Member, including, without limitation, the right to vote or consent with respect
to any  proposed  action of the  Company  as to which  such vote or  consent  is
required,  unless  and  until the  Assignee  is  admitted  to the  Company  as a
Substitute  Member by the  consent of the  Members  by  Required  Vote.  If such
consent of the Members is obtained, or in the case of an Assignment by operation
of law, the assignee of a Unit shall become a Substitute Member. Notwithstanding
the  foregoing  provisions  of this Section  13.1,  no transferee of Units shall
become a Substitute Member without (i) having executed an instrument  reasonably
satisfactory  to the Manager  accepting and agreeing to the terms and conditions
of this  Agreement,  including a counterpart  signature page to this  Agreement,
(ii)  having  paid to the  Company  a fee  sufficient  to cover  all  reasonable
expenses of the Company in  connection  with such  transferee's  admission  as a
Substitute  Member,  and (iii)  being  named as a Member on  Schedule A attached
hereto. An Assignee of Units who does not become a Substitute Member as provided
in this Section 13.1 and who desires to make a further Assignment of his, her or
its Units,  or part  thereof,  shall be subject  to all the  provisions  of this
Section 13.1 to the same extent as any Member desiring to make an Assignment.

     Section 13.2  Recognition of Assignment by Company.  No Assignment,  or any
                   ------------------------------------
part  thereof,  that is in  violation  of this  Article  XIII  shall be valid or
effective,  and neither the Company nor the Manager shall recognize the same for
the purpose of making  distributions  of Net Available  Cash pursuant to Section
8.1  hereof  with  respect to the Units  that are the  subject  of such  invalid
Assignment.  Neither the Company (or the Manager on behalf of the  Company)  nor
the  non-assigning  Members shall incur any liability as a result of refusing to
make any such distributions to the transferee of any such invalid Assignment.

     Section 13.3  Indemnification.  In the case of an  Assignment  or attempted
                   ---------------
Assignment of Units in violation of this Article XIII,  the parties  engaging or
attempting  to engage in such  Assignment  shall be liable to indemnify and hold
harmless  the  Company and the other  Members  from all costs,  liabilities  and
damages  that any of such  indemnified  Persons  may incur  (including,  without
limitation,  attorneys'  fees and  expenses) as a result of such  Assignment  or
attempted Assignment and efforts to enforce the indemnity granted hereby.

     Section 13.4 Effective Date of Assignment.  Any valid  Assignment of a Unit
                  ----------------------------
Holder's Units, or any part thereof,  pursuant to the provisions of this Article
XIII  shall be  effective  as of the  close of  business  on the last day of the
calendar month in which such  Assignment  occurs.  The Company  shall,  from the
effective date of such Assignment,  thereafter pay all further  distributions on
account of the Units so Assigned to the transferee of such Units. As between any


                                       29

<PAGE>

Unit Holder and his,  her or its  transferee,  Profits and Losses for the Fiscal
Year of the Company in which such  Assignment  occurs shall be  apportioned  for
federal  income-tax  purposes in accordance with any convention  permitted under
ss. 706(d) of the Code and selected by the Manager.

     Section 13.5 Tag-Along Rights of Kent. No New Member desiring to Assign all
                  ------------------------
or any part of this Units shall seek to obtain the prior approval of the Members
by Required Vote of such proposed  Assignment without having first obtained from
the proposed  assignee of such New Member's Units, or part thereof,  the written
commitment of such proposed assignee to purchase all of Kent's Units on the same
terms and  conditions,  including  per-Unit  purchase  price,  as such  proposed
assignee has agreed to purchase the Units of such New Member.  If the Members by
Required  Vote approve such New  Member's  Assignment  of all or any part of his
Units  to such  proposed  assignee,  Kent  shall  have  the  right,  but not the
obligation, to sell all of its Units to such proposed assignee without obtaining
the prior approval of any other Member.

     Section  13.6  Galuchie  Put Right.  Provided  that  Galuchie  has not been
                    -------------------
adjudicated  to have been in breach of this  Agreement (or is not the subject of
pending litigation  instituted by Kent that Galuchie is or has been in breach of
this  Agreement),  for a  period  of  thirty  (30)  days  following  the  second
anniversary of the date of execution of this Agreement,  Galuchie shall have the
right to  require  Kent to  purchase  all (but not less than all) of  Galuchie's
Units for a purchase price equal to $390,000 less the greater of (a) all Profits
allocated to Galuchie with respect to such 2-year period pursuant to Article VII
hereof,  or (b) the  aggregate  amount  of Net  Available  Cash  distributed  to
Galuchie with respect to such 2-year period pursuant to Article VIII hereof (the
"Galuchie Termination  Compensation").  If Galuchie exercises the option granted
to him pursuant to this Section 13.6, Galuchie shall send written notice of such
exercise to Kent within such 30-day  period and shall  simultaneously  submit to
the Company (with a copy to all Members) his written resignation as Manager, and
Kent shall be  required to pay to  Galuchie  in cash the  purchase  price of his
Units within  thirty (30) days after  Kent's  receipt of such notice and written
resignation.  If Galuchie  fails to send written  notice of his exercise of such
option to Kent within such 30-day period and accompanying  written  resignation,
Galuchie shall have no further rights under this Section 13.6.

                                   ARTICLE XIV
                    DISSOLUTION, LIQUIDATION AND TERMINATION

     Section  14.1 No  Dissolution.  The Company  shall not be  dissolved by the
                   ---------------
admission of  Additional  Members or Substitute  Members in accordance  with the
terms of this Agreement.

     Section 14.2 Events Causing Dissolution. The Company shall be dissolved and
                  --------------------------
its  affairs  shall  be wound up upon  the  occurrence  of any of the  following
events:

     (i) A Required Vote to dissolve the Company;

     (ii) The entry of a decree of judicial  dissolution under ss. 18-802 of the
Delaware Act; or


                                       30

<PAGE>

     (iii) At any time there are no members of the  Company,  unless the Company
is continued in accordance with the Act.

     Section 14.3 Notice of  Dissolution.  Upon the  dissolution of the Company,
                  ----------------------
any Person or Persons  approved by the Members by Required Vote to carry out the
winding up of the Company (such Person or Persons being hereinafter  referred to
as the  "Liquidating  Trustee")  shall  promptly  notify  the  Members  of  such
dissolution.

     Section 14.4 Liquidation.  Upon dissolution of the Company, the Liquidating
                  ------------
Trustee shall immediately  commence to wind up the Company's affairs;  provided,
however,  that a reasonable time shall be allowed for the orderly liquidation of
the assets of the Company and the satisfaction of liabilities to creditors so as
to  enable  the  Members  to  minimize  the  normal  losses   attendant  upon  a
liquidation.  The Unit Holders shall continue to share Profits and Losses during
liquidation  in the same  proportions,  as specified in Article VIII hereof,  as
before  liquidation.  Each Member shall be furnished with a statement that shall
set  forth  the  assets  and  liabilities  of  the  Company  as of the  date  of
dissolution.  The proceeds of liquidation shall be distributed,  as realized, in
the following order and priority:

     (iv) To creditors of the Company, including Unit Holders who are creditors,
to the extent otherwise  permitted by law, in satisfaction of the liabilities of
the  Company  (whether  by  payment or the making of  reasonable  provision  for
payment thereof), other than liabilities for distributions to Unit Holders; and

     (v) To the Unit Holders the remaining proceeds of liquidation in accordance
with their  respective  Capital  Account  balances,  after giving  effect to all
contributions, distributions and allocations for all periods.

     Section 14.5 Compliance with Certain Requirements of Treasury  Regulations;
                  --------------------------------------------------------------
Deficit Capital  Accounts.  In the event the Company is "liquidated"  within the
-------------------------
meaning of Treasury Regulation ss. 1.704-1(b)(2)(ii)(g),  distributions shall be
made pursuant to this Article XIV to the Unit Holders who have positive  Capital
Account    balances    in    compliance    with    Treasury    Regulation    ss.
1.704-1(b)(2)(ii)(b)(2). If any Unit Holder has a deficit balance in his, her or
its Capital Account (after giving effect to all contributions, distributions and
allocations  for all Fiscal  Years,  including the Fiscal Year during which such
liquidation  occurs),  such Unit  Holder  shall have no  obligation  to make any
contributions  to the capital of the Company with respect to such  deficit,  and
such  deficit  shall not be  considered  a debt to the  Company  or to any other
Person for any purpose whatsoever.

     Section 14.6 Deemed  Contribution  and  Distribution.  Notwithstanding  any
                  ---------------------------------------
other  provision of this  Article XIV, in the event the Company is  "liquidated"
within the meaning of Treasury  Regulation  ss.  1.704-1(b)(2)(ii)(g),  but such
liquidation  does not  constitute a  dissolution  of the Company,  the Company's
assets shall not be liquidated,  the Company's  liabilities shall not be paid or
discharged and the Company's affairs shall not be wound up. Instead,  solely for
federal income-tax purposes, the Company shall be deemed to have contributed all
of its assets and  liabilities to a new limited  liability  company  taxable for
federal-income tax purposes as a partnership in exchange for an interest in such


                                       31

<PAGE>

new  company  and,  immediately  thereafter,  the  Company  shall be  deemed  to
liquidate by distributing interests in the new company to the Unit Holders.

     Section  14.7  Termination.  The Company  shall  terminate  when all of the
                    -----------
assets  of the  Company,  after  payment  of or due  provision  for  all  debts,
liabilities and obligations of the Company,  shall have been  distributed to the
Unit Holders in the manner provided for in this Article XIV, and the Certificate
shall have been canceled in the manner required by the Delaware Act.

     Section 14.8 Claims of the Members.  The Members and  Assignees  shall look
                  ---------------------
solely to the Company's  assets for the return of their  Capital  Contributions,
and if the assets of the Company remaining after payment of or due provision for
all debts, liabilities and obligations of the Company are insufficient to return
such Capital  Contributions,  the Members and  Assignees  shall have no recourse
against the Company or any other Member.

     Section 14.9 Character of Liquidating  Distributions.  All payments made in
                  ----------------------------------------
liquidation  of the  interest in the  Company to a Unit Holder  shall be made in
exchange  for the interest of such Unit Holder in Company  property  pursuant to
ss. 736(b)(1) of the Code, including the interest of such Unit Holder in Company
goodwill.

                                   ARTICLE XV
                                  MISCELLANEOUS

     Section  15.1 Lease of Office.  Kent hereby  agrees to lease to the Company
                   ----------------
the office premises  located at 376 Main Street,  Bedminster,  New Jersey 07921,
that were  occupied  by the  Predecessor  Corporation  immediately  prior to the
Merger  upon the same  terms and  conditions,  including  rate of rent,  as were
contained in the lease between Kent and the  Predecessor  Corporation.  Within a
period of sixty (60) days after the date of  execution  of this  Agreement,  the
Company  and Kent shall  execute  and  deliver a  superseding  lease  containing
substantially the same terms and conditions as were contained in the prior lease
between Kent and the Predecessor Corporation,  but providing to each of Kent and
the Company the right, at its sole option,  to terminate such superseding  lease
at any time upon ninety (90) days' prior written notice to the other party.

     Section 15.2 Employee Benefits.  Provided that Kent is not required to bear
                  ------------------
any cost or assume the risk of any cost of the benefits, Kent shall use its best
efforts to allow the employees of the Company to  participate  in the group life
insurance,  disability  insurance and medical  benefits plans maintained by Kent
for the benefit of its employees and employees of its  subsidiaries  to the same
extent as the  employees of the  Predecessor  Corporation  participated  in such
plans immediately prior to the Merger.

     Section  15.3  Continued  Employment.  All  employees  of  the  Predecessor
                    ----------------------
Corporation  shall  become  employees  of the Company from and after the date of
execution of this  Agreement,  with the exception of Sue Itzel Merrill and Kelly
Weber, and except in the case of Jeffrey L. Criswell, who will be employed fifty
percent  (50%) by the Company and fifty percent (50%) by Kent or an Affiliate of
Kent.  From and  after  the date of  execution  of this  Agreement,  all  wages,

                                       32

<PAGE>

salaries,  compensation  and  other  benefits  of the  former  employees  of the
Predecessor  Corporation  shall become  obligations  of the Company and shall be
borne solely by the Company.

     Section 15.4 Termination of Runnels Employment  Agreement.  Effective as of
                  ---------------------------------------------
the date of execution of this Agreement,  the Runnels Employment Agreement shall
be terminated,  void and of no further effect.  The Company hereby agrees to pay
to Runnels during the term of this Agreement in equal semi-monthly  installments
payable on the fifteenth (15th) and last business day of each calendar month the
$70,000 annual salary that was being paid by the Predecessor  Corporation  under
the Runnels Employment Agreement. The Company shall also pay to Runnels fees for
brokerage and  underwriting  services  rendered by Runnels to the Company at the
same rate as was provided in the Runnels  Employment  Agreement as well as fifty
percent (50%) of FORT 1% corporate  finance fees,  net of expenses.  The Company
shall enter into a superseding  employment  agreement  with Runnels,  subject to
prior approval by the Members by Required  Vote,  containing  substantially  the
same terms and conditions as were contained in the Runnels Employment Agreement.

     Section  15.5  Koether  Employment  Agreement.  Effective as of the date of
                    ------------------------------
execution of this Agreement,  any existing employment  arrangement or agreement,
whether oral or written,  between Koether and the Predecessor  Corporation shall
be terminated,  void and of no further effect. The Company agrees to pay Koether
fees for brokerage and underwriting  services rendered by Koether to the Company
at the same rate as was the  arrangement  between  Koether  and the  Predecessor
Corporation  immediately prior to the effective time of Merger, such arrangement
consisting of the Predecessor Corporation paying Koether (a) a percentage of the
commissions  before deducting  clearing costs  ("Commissions")  for transactions
executed on behalf of his customers as follows:  (i) 50% of  Commissions  earned
for transactions involving listed securities, and (ii) 60% of Commissions earned
either for principal transactions or for transactions involving over-the-counter
securities or NASDAQ  securities,  and (b) a percentage of  compensation  before
deducting  clearing  costs (or other  applicable  costs) as follows:  (i) 60% of
underwriting  concessions,  and (ii) 50% of investment  banking and/or  advisory
fees.  The Company  shall also continue to pay  Koether's  reasonable  costs and
expenses per the arrangement  between  Koether and the  Predecessor  Corporation
immediately  prior  to  the  effective  time  of  Merger,   including,   without
limitation,  payment for a quote machine,  postage,  telephone  expense,  office
supplies,  investment  related  publications,  dues and  internet  charges.  The
Company  shall  enter into a  superseding  employment  agreement  with  Koether,
subject  to  prior  approval  by  the  Members  by  Required  Vote,   containing
substantially  the same terms and  conditions  as contained in this Section 15.5
and per the arrangement  immediately prior to the Merger between Koether and the
Predecessor Corporation.

     Section  15.6  FORT  Referral  Fees.  The  parties  agree  that any FORT 2%
                    --------------------
referral fees shall be allocated forty percent (40%) to the Company, thirty-five
percent  (35%) to the party who locates the  investor  and  twenty-five  percent
(25%) to a bonus pool created by the Company.  Bonuses from the bonus pool shall
be payable to Company  employees  or  registered  representatives,  if any,  who
facilitate the closing of transactions  creating such FORT 2% referral fees from
time to time and in such amounts as determined in good faith by the Manager. Any
amounts  remaining  in the bonus pool which have not been paid to the  Company's
employees or registered  representatives  at the end of each calendar year shall

                                       33

<PAGE>

revert to the Company and no longer be considered part of the bonus pool. Within
fifteen (15) days after the end of each calendar quarter during the term of this
Agreement, the Manager shall provide to all Members a written report of all FORT
2% referral fees  received by the Company,  including a listing of (a) the party
who located and, if applicable,  referred the investor, (b) the Company employee
or  registered  representative,  if any,  who  facilitated  the  closing  of the
transaction,  and (c) any  amounts  paid to any Company  employee or  registered
representative from the bonus pool.

     Section  15.7  Officers.  The  initial  officers  of the  Company  shall be
                    ---------
Galuchie, President and Treasurer; Runnels, Executive Vice President; Jeffrey L.
Criswell,  Secretary;  and Gale A. Sancio, Assistant Secretary; and such persons
shall hold office  until their  successors  are duly chosen and  qualified.  Any
Officer may be removed at any time, with or without cause, by a Majority Vote of
the Members.  Any vacancy occurring in any office of the Company shall be filled
by a Majority  Vote of the Members.  No officer shall have the authority to bind
the Company within the meaning of ss. 18-402 of the Delaware Act.

     Section 15.8  Resignations  of New Members.  Each New Member hereby resigns
                   ----------------------------
from all officer and director positions held by such New Member with Kent or any
Affiliate of Kent, effective as of the date of execution of this Agreement.

     Section 15.9 Termination of Retirement,  Benefit and Welfare Benefits. From
                  --------------------------------------------------------
and after the date of  execution of this  Agreement,  the  participation  by all
Company  employees in all qualified and  non-qualified  retirement,  benefit and
welfare  plans  maintained  by Kent and any  Affiliate of Kent for its employees
shall terminate, except as otherwise provided in Section 15.2 hereof.

     Section 15.10 Notices.  All notices provided for in this Agreement shall be
                   -------
in writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by registered or certified mail, as follows:

     (i) If given to the Company,  at the Company's  principal place of business
established  pursuant to Section 2.5 hereof,  addressed to the  attention of the
Manager; or

     (ii) If given to any Member,  at the address set forth opposite his, her or
its name on Schedule A attached hereto,  or at such other address as such Member
may hereafter designate by written notice to the Company and all other Members.

     All such notices shall be deemed to have been given when received.

     Section 15.11 Amendments.
                   ----------

     (i) No amendment to this  Agreement  shall be effective or binding upon the
parties  hereto unless the same shall be in writing and shall have been approved
by the  Members by Required  Vote.  Upon the receipt by the Manager of a written
request  signed by any Member,  or should the Manager  desire to propose such an
amendment,  the Manager shall call a meeting of the Members  pursuant to Section

                                       34

<PAGE>

5.5(i)  hereof for the  purpose  of a vote by the  Members  for or  against  the
adoption of such proposed amendment.

     (ii)  Notwithstanding  the  provisions  of  Subsection  (i) of this Section
15.11,  the Manager may amend this  Agreement  without the consent of any Member
for the purpose of correcting any patent error,  omission or ambiguity contained
in this Agreement.  The Manager shall,  promptly after approval of any amendment
pursuant to this Paragraph  (ii),  cause a copy of the amendment to be delivered
to each Member and Assignee.

     Section 15.12 Failure to Pursue Remedies.  The failure of any party to seek
                   --------------------------
redress  for  violation  of, or to insist  upon the strict  performance  of, any
provision of this Agreement shall not prevent a subsequent act, which would have
originally  constituted  a  violation,  from  having the  effect of an  original
violation.

     Section 15.13 Cumulative Remedies. The rights and remedies provided by this
                   -------------------
Agreement  are  cumulative,  and the use of any one right or remedy by any party
shall  not  preclude  or waive  his,  her or its  right to use any or all  other
remedies. Said rights and remedies are given in addition to any other rights the
parties may have by law, statute, ordinance or otherwise.

     Section  15.14 Binding  Effect.  This  Agreement  shall be binding upon and
                    ---------------
inure to the benefit of all of the parties  hereto and, to the extent  permitted
by this Agreement, their successors, legal representatives and assigns.

     Section 15.15  Interpretation.  Throughout this Agreement,  nouns, pronouns
                    --------------
and verbs shall be construed as masculine, feminine, neuter, singular or plural,
whichever shall be applicable.  All references herein to "Articles,"  "Sections"
and "Paragraphs" shall refer to corresponding provisions of this Agreement.

     Section  15.16  Severability.  The  invalidity or  unenforceability  of any
                     ------------
particular  provision of this  Agreement  shall not affect the other  provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provision were omitted.

     Section 15.17 Counterparts. This Agreement may be executed in any number of
                   ------------
counterparts  with the same effect as if all parties  hereto had signed the same
document.  All counterparts shall be construed together and shall constitute one
instrument.

     Section 15.18 Integration.  This Agreement constitutes the entire agreement
                   -----------
among the parties hereto  pertaining to the subject matter hereof and supersedes
all prior agreements (including, without limitation, the Original Agreement) and
understandings pertaining thereto.

     Section 15.19  Governing  Law. This Agreement and the rights of the parties
                    --------------
hereunder  shall be  interpreted  in  accordance  with the laws of the  State of
Delaware,  and all rights and  remedies  shall be governed by such laws  without
regard to principles of conflict of laws.  Each party to this  Agreement  hereby
submits to and accepts the exclusive  jurisdiction of any state or federal court
sitting in the State of Delaware with respect to any action,  suit or proceeding
arising out of or based upon this Agreement or any matter relating hereto.  Each
party to this  Agreement  hereby  waives any  objection  that it may have to the

                                       35

<PAGE>

laying of venue in any such court.  Each party to this Agreement  further agrees
that (i) to the extent such party is not otherwise subject to service of process
in the State of  Delaware,  to appoint an agent in the State of Delaware as such
party's agent for acceptance of legal process and to notify all other parties of
the name and address of such agent,  and (ii) to the fullest extent permitted by
law,  service  of  process  may be made  upon  him,  her or it by  certified  or
registered U.S. mail.  Nothing herein shall affect the right of a party to serve
process in any other  manner  permitted  by law.  EACH  PARTY TO THIS  AGREEMENT
HEREBY  IRREVOCABLY  WAIVES  ALL RIGHT TO TRIAL BY JURY IN ANY  ACTION,  SUIT OR
PROCEEDING  ARISING OUT OF OR BASED UPON THIS  AGREEMENT OR ANY MATTER  RELATING
HERETO.

























                                       36

<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the 20th day of August, 2003.

                              KENT FINANCIAL SERVICES INC.
                               Initial Member



                              By:  /s/ Paul O. Koether
                                   -----------------------------------
                                   Name:    Paul O. Koether
                                   Title:   Chairman and Chief Executive Officer



                                   /s/ G. TYLER RUNNELS
                                   ----------------------------------
                                   G. TYLER RUNNELS




                                   /s/ JOHN W. GALUCHIE, JR.
                                   ----------------------------------
                                   JOHN W. GALUCHIE, JR.






















                                       37

<PAGE>


                                   SCHEDULE A
                                       TO
                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                           T.R. WINSTON & COMPANY, LLC

                              MEMBERS AND ASSIGNEES
                              ---------------------

1.  MEMBERS

                                                         Number      Percentage
            Name                  Mailing               of Units      Interest
            ----                  -------               ---------    ----------

(a) Kent Financial Services,      376 Main Street
       Inc.                       P.O. Box 74
                                  Bedminster, NJ 07921     4000         40%

(b) G. Tyler Runnels              1999 Avenue of the Stars
                                  Suite 2530
                                  Los Angeles, CA  90067   5001      50.01%

(c) John W. Galuchie, Jr.         376 Main Street
                                  P.O. Box 74
                                  Bedminster, NJ  07921     999       9.99%

                                                        -------      ------

TOTALS                                                    10000        100%
                                                        =======      ======

2.  ASSIGNEES

         None














                                       38

<PAGE>
                                  SCHEDULE A-1
                                       TO
                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                           T.R. WINSTON & COMPANY, LLC

The  following is a  description  of the assets of the  Predecessor  Corporation
deemed  contributed  by Kent to the Company  pursuant  to Section  4.1(i) of the
Agreement,  the agreed Gross Asset Values of such assets,  a description  of the
liabilities of the Predecessor Corporation assumed by the Company, the amount of
such liabilities,  and the aggregate agreed net value of the contribution to the
Company deemed made by Kent pursuant to Section 4.1(i) of the Agreement:

Description of Assets                                         Gross Asset Value
---------------------                                         -----------------

Current Assets
      Cash and cash equivalents                                 $     133,328
      Due to/from broker                                              179,035
      Marketable securities, net                                      145,002
      Accrued interest receivable                                     167
      Commissions receivable                                          56,854
      Pre-paid Expenses                                               31,483
      Securities sold not settled                                     974,250
                                                                      -------
        Total current assets                                          1,520,119
                                                                      ---------

Fixed Assets                                                          38,379
      less:  Accumulated depreciation                                (35,782)
                                                                      ------
      Fixed assets, net                                               2,597
                                                                      -----

Total Assets                                                          1,522,716
                                                                      ---------

Description of Liabilities                                            Amount
--------------------------                                            ------

Current Liabilities
Accounts payable                                                      12,561
      Accrued expenses                                                67,546
      Stock purchased not settled                                     942,609
      Total current liabilities                                       1,022,716
                                                                      ---------
Agreed Net Value                                                      $500,000
                                                                      ========






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