SEAWAY VALLEY FUND, LLC,
                      a Delaware limited liability company

THIS  SECOND  AMENDED  LIMITED  LIABILITY   COMPANY  OPERATING   AGREEMENT  (the
"Agreement")  is made on July 1, 2007 to amend the original August 14, 2002 (and
amended July 1, 2003) LIMITED LIABILITY  OPERATING AGREEMENT by and among Seaway
Valley  Capital  Corporation,  a  Delaware  corporation,  as  the  manager  (the
"Manager") and those persons  executing  this  Agreement as members,  whether in
counterpart or by separate instrument or otherwise, (collectively referred to as
the "Members" and singularly as a "Member"). The Manager and Members hereby form
a limited liability company (the "Company") under the Delaware Limited Liability
Company Act, as amended from time to time (the "Act").

                              W I T N E S S E T H:

WHEREAS,  the Manager  authorized  the formation of the Company for the purposes
described in Article 2.5 below; and

WHEREAS,  the  Members and the Manager  desire to enter into this  Agreement  to
define their  respective  rights and  liabilities  and to state their  agreement
regarding owning and dealing with the assets of the Company.

                                   AGREEMENT:

NOW,  THEREFORE,  to state the entire  agreement  of the Members and the Manager
with  respect to their  respective  rights  and  obligations  as Members  and as
Manager and with respect to the Company and its affairs, and in consideration of
these premises, it is hereby agreed as follows:

                                    ARTICLE I
                                   DEFINITIONS

In this Agreement,  the following terms,  unless the context otherwise requires,
have the meanings indicated:

"Accountant"  means the certified public  accountant or firm of certified public
accountants,  if any,  selected by the Manager,  to perform  certain  accounting
functions on behalf of the Company.

"Accredited Investor" means any Person who qualifies as an "accredited investor"
within  the  meaning  of Rule  501(a)  of  Regulation  D  promulgated  under the
Securities Act of 1933, as amended.

"Act" means the  Delaware  Revised  Uniform  Limited  Liability  Company Act, as
amended and as hereafter amended, or any successor law.

"Advisers  Act" means the  Investment  Advisers  Act of 1940,  as amended and as
hereafter amended, or any successor law.

"Advisory Board" has the meaning set forth in Article 4.2.

"Affiliate"  means,  with  respect to any  person,  (i) any Person  directly  or
indirectly controlling, controlled by, or under common control with such Person,
or  (ii)  a  Person  directly  or  indirectly  owning,  controlling,  or  having
beneficial  interest in more than fifty percent (50%) of the outstanding  voting
securities  or interests of a Person  identified  in clause (i). As used in this
definition of Affiliate,  the term "control" means the  possession,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of a Person,  whether  through the  ownership of voting  securities  of
Company interest, by contract, or otherwise.

"Agreement" means this Limited Liability Company Operating Agreement, as amended
from time to time.

"Annual Financial Statement" has the meaning set forth in Article 7.1

"Approval of the Members" or  "Approved  by the Members"  means the  affirmative
approval of Members then entitled to vote,  who hold more than 50% of the issued
and outstanding Membership Units, including, without limitation, Members who are
Affiliates of the Manager.

"Approval  of the  Nonaffiliated  Members"  or  "Approval  by the  Nonaffiliated
Members"  means the  affirmative  approval of Members then entitled to vote, who
hold more than 50% of the issued and outstanding Membership Units, excluding the
Members who are  Affiliates of the Manager at the time of  determination  or, if
such approval is made in connection  with a dissolution  or  liquidation  of the
Company, the last remaining Manager.

"Bankruptcy"  means, for any Member,  that Member's taking or acquiescing in the
taking of an action seeking relief under, or advantage of, an applicable  debtor
relief,  liquidation,  receivership,  conservatorship,  bankruptcy,  moratorium,
rearrangement,  insolvency,  reorganization, or similar law affecting the rights
or remedies  of  creditors  generally,  as in effect from time to time (the term
"acquiescing" including,  without limitation, the failure to file, within twenty
(20)  days  after  its  entry,  a  petition,  answer,  or motion to vacate or to
discharge an order, judgment, or decree providing for any such relief).

"Capital  Account" or  "Member's  Capital  Account"  means with  respect to each
Member the capital  account  established and maintained on behalf of such Member
as described in, Article 3.3.

"Capital Contribution" means, with respect to any Member on any date, the amount
of money,  and the reasonable  value of  Securities,  property and services that
have  been  contributed  to the  Company  by that  Member  on or by that date in
exchange for Membership Units.

"Cause"  means (a) a  determination  by a vote of Members  holding a majority of
outstanding Membership Units that the Manager has acted with gross negligence or
willful  malfeasance in the performance of its obligations  under this Agreement
or (b) a conviction of the Manager in a court of competent  jurisdiction  of any
criminal act involving fraud.

"Covered Person" has the meaning set forth in Article 4.8.

"Certificate" means the Certificate of Formation referred to in Article 2.1.

"Closing Date" means the first date as of which one or more Members are admitted
to the Company.

"Code"  means the  Internal  Revenue  Code of 1986,  as amended and as hereafter
amended, or any successor law.

"Company" means the limited  liability company formed pursuant to this Agreement
(i.e. the Seaway Valley Fund, LLC) and the business organization  continuing the
business of the Company in the event of dissolution as herein provided.

"Fiscal Period" means each period which starts on the day immediately  following
the last day of the  preceding  Fiscal  Period,  and which  ends on the first to
occur of the following dates:

     (a)  the last day of any calendar month;

     (b)  any date as of which any withdrawal or distribution of capital is made
          by or to any Members or as of which this  Agreement  provides  for any
          amount to be debited against the Capital Account of any Member,  other
          than a withdrawal  or  distribution  by or to, or an allocation to the
          Capital  Accounts of, all Members  which does not result in any change
          of any Member's Company Percentage; or

     (c)  the  date  which   immediately   precedes  any  date  as  of  which  a
          contribution  to capital is accepted  by the  Company  from any new or
          existing Member or as of which this Agreement  provides for any amount
          to be  credited to the  Capital  Account of any Member,  other than an
          allocation  to the  Capital  Accounts  of all  Members  which does not
          result in any change of any Member's Membership Percentage.

"Fiscal  Year"  means each  period  commencing  on January  1st of each year and
ending on  December  31st of each  year (or on the date of a final  distribution
pursuant to Article 6.1(a)(iii)),  unless the Manager shall elect another fiscal
year for the Company which is a permissible tax year under the Code.

"Interest" means the rights and obligations of a Member under this Agreement and
the Act attributable to each Membership Unit.

"Investment" means the purchase by the Company in any Security.

"Investment Committee" has the meaning set forth in Article 4.2.

"Loss  Carryforward  Account"  means a memorandum  account to be recorded in the
books and records of the Company with  respect to each Member,  which shall have
an initial balance of zero and which shall be adjusted as follows:

     (a)  As of the first day following the close of each Performance Period for
          such Member,  the balance of the Loss  Carryforward  Account  shall be
          increased by the amount, if any, of such Member's Negative Performance
          Change for such Performance Period and shall be reduced (but not below
          zero) by the amount,  if any, of such  Member's  Positive  Performance
          Change for such Performance Period.


     (b)  As of the close of any  Performance  Period  during  which the Capital
          Account of any Member is  reduced as the result of any  withdrawal  or
          distribution of capital, any positive balance of the Loss Carryforward
          Account shall be reduced (but not below zero) by an amount  determined
          by multiplying (i) such positive balance by (ii) a fraction,  of which
          (A) the  numerator  is  equal  to the  amount  of such  withdrawal  or
          distribution,  and (B) the denominator is equal to the balance of such
          Member's  Capital  Account  immediately  before  giving effect to such
          withdrawal or distribution, and by multiplying the resulting amount by
          (iii) a fraction, of which (A) the numerator is equal to the number of
          days  from  the date on  which  such  withdrawal  or  distribution  is
          effective  through the close of the  Performance  Period in which such
          withdrawal or  distribution  was made and (B) the denominator is equal
          to the total number of days in such Performance Period. Solely for the
          purposes of the foregoing  adjustment,  any withdrawal or distribution
          which  is  effective  on the  last  day of the  immediately  preceding
          Performance  Period shall be treated as a withdrawal  or  distribution
          effective on the first day of the current  Performance  Period. In the
          case of any adjustment  which is based on a withdrawal or distribution
          effective  (or  deemed  effective)  as of  any  date  other  than  the
          commencement of such Performance Period, a further adjustment shall be
          made to the  Loss  Carryforward  Account  as of the  first  day of the
          subsequent Performance Period by reducing any positive balance therein
          (but not below zero) by an amount determined by multiplying the amount
          referred to in clause (i) by the  fraction  referred to in clause (ii)
          and by multiplying the resulting amount by the difference  between one
          (1) and the fraction referred to in clause (iii).

No  transferee  of any  interest  in the Company  (other than a successor  to an
interest  as a result of an  involuntary  transfer  by  operation  of law) shall
succeed to any Loss Carryforward Account balance or portion thereof attributable
to the transferor without the express prior consent of the Manager.

"Manager" means,  initially,  Seaway Valley Capital  Corporation,  a corporation
organized in Delaware and currently  operating in New York, and any successor to
the Manager.

"Manager  Unit"  means the  rights and  obligations  of the  Manager  under this
Agreement.

"Managed  Account" means any assets or investment of the Manager,  or any assets
managed by the Manager for the account of any third party, which are invested or
available for investment in investment or trading  activities  whether or not of
the specific type being conducted by the Company.

"Management Fee" means, with respect to each Member, an amount equal to one-half
of one  percent  (0.5%)  of the  value of the  Capital  Account  of such  Member
calculated  and payable in advance as of the first  business day of each quarter
(after  taking  into  account  the  allocation  of net  profit  or net  loss and
withdrawals  or  distributions  or other  allocations  to such Member's  Capital
Account   effective  as  of  the  end  of  the  preceding  quarter  and  capital
contributions  as of the  beginning  of the current  quarter).  In the case of a
Member  who  is  admitted  (or  if  a  previously  admitted  Member  contributes
additional  capital)  to the  Company  on a day  which is not the first day of a
calendar quarter (that is, not the first day of January, April, July or October)
or who withdraws  from the Company prior to the last day of a calendar  quarter,
the  Management  Fee for such quarter shall be prorated to reflect the number of
days during which such Member was a Member. Manager may waive the Management Fee
for any Member for any period.

"Member"  means any Person who signs this  Agreement  as a Member and any Person
who has become an additional or  substituted  member of the Company  pursuant to
this  Agreement;  provided such Person has not ceased to be a member pursuant to
this Agreement. "Members" means all such Persons.

"Membership  Percentage"  means a percentage  established for each Member on the
Company's  books as of the  first  day of each  Fiscal  Period.  The  Membership
Percentage  of a Member for a Fiscal  Period shall be determined by dividing the
amount of the Member's  Capital Account as of the beginning of the Fiscal Period
(after  adjustment for any contributions to the capital of the Company which are
effective on such date) by the sum of the Capital Accounts of all of the Members
as of the beginning of the Fiscal Period (after adjustment for any contributions
to the capital of the Company which are effective on such date).  The sum of the
Membership  Percentages  of all Members for each Fiscal  Period  shall equal one
hundred percent (100%).

"Membership Unit" means, with respect to each Member,  the Interest held by that
Member and representing a Capital Contribution of $1.00 per Unit.

"Net Assets"  means the total value,  as determined by the Manager in accordance
with Article 7.2, of all Securities  and other assets of the Company  (including
net unrealized  appreciation or depreciation of Securities and accrued  interest
and dividends  receivable net of withholding taxes), less an amount equal to all
accrued  debts,  liabilities  and  obligations  of the  Company  (including  any
reserves for contingencies accrued pursuant to Article 3.6). Except as otherwise
expressly  provided herein,  Net Assets as of the first day of any Fiscal Period
shall be determined on the basis of the valuation of assets  conducted as of the
close of the immediately  preceding Fiscal Period but after giving effect to (i)
any of the  amounts set forth in (a) or (b) below  payable by the Company  which
are effective as of the close of such  immediately  preceding  Fiscal Period and
(ii) any capital  contributions made by any Member subsequent to the last day of
such  immediately  preceding  Fiscal  Period,  and before  giving  effect to any
Management  Fees accruing as of the first day of the current Fiscal Period;  and
Net Assets as of the last day of any Fiscal  Period shall be  determined  before
giving effect to any of the following  amounts  payable by the Company which are
effective as of the date on which such determination is made:

     (a)  any  withdrawals  or  distributions  payable to any  Member  which are
          effective as of the date on which such determination is made; and

     (b)  withholding  taxes and  other  items  payable,  and any  increases  or
          decreases  in any  reserves  or other  amounts  recorded  pursuant  to
          Article 3.6,  during the Fiscal  Period ending as of the date on which
          such determination is made, to the extent the Manager determines that,
          pursuant to any provisions of this Agreement, such items are not to be
          charged ratably to the Capital Accounts of all Members on the basis of
          their  respective  Member  Percentages as of the  commencement  of the
          Fiscal Period.

"Net  Loss"  means  the  excess  of the Net  Assets on the first day of a Fiscal
Period over the Net Assets on the last day of the same Fiscal Period.

"Net  Profit"  means the  excess  of the Net  Assets on the last day of a Fiscal
Period over the Net Assets on the first day of the same Fiscal Period.

"Offering  Memorandum"  means  the  Confidential  Offering  Memorandum  of  this
Company,  as amended from time to time,  relating to the offering of  Membership
Units in the Company.

"Person"  means  any  corporation,   partnership,   limited  liability  company,
co-tenancy, joint venture, trust, individual, or any other legal entity, whether
or not a party to this Agreement.

"Performance  Allocation"  means with respect to any Member twenty percent (20%)
of the  amount,  determined  as of the  close of each  Performance  Period  with
respect to each Member, by which such Member's Positive  Performance  Change for
such Performance  Period,  if any, exceeds any positive balance in such Member's
Loss Carryforward  Account as of the close of such Performance  Period after all
adjustments thereto effective as of such date. If a Performance Period shall end
on a date  other  than at the  end of a  Fiscal  Year  solely  due to a  partial
withdrawal by a Member on such date, then the Performance Period shall be deemed
to have ended only with respect to the portion of such Member's  Capital Account
withdrawn on such date and the  Performance  Allocation  otherwise  due shall be
prorated by multiplying the Performance  Allocation by the fraction  referred to
in clause (ii) of the definition of Loss Carryforward Account.

"Performance  Change"  means,  with respect to each Member for each  Performance
Period, any amount by which:

     (a)  the sum of (i) the balance of such Member's  Capital Account as of the
          close  of  the   Performance   Period  (after  giving  effect  to  all
          allocations  to be made to such  Member's  Capital  Account as of such
          date other than any Performance  Allocation to be debited against such
          Member's  Capital  Account),  plus (ii) any  debits  to such  Member's
          Capital Account during the Performance Period to reflect any actual or
          deemed  distributions  or  withdrawals  with respect to such  Member's
          interest,  plus  (iii) any  debits to such  Member's  Capital  Account
          during the  Performance  Period to reflect any items allocable to such
          Member's  Capital  Account  pursuant to Article 3.5 hereof  other than
          Management Fees;

            exceeds:

     (b)  the sum of (i) the balance of, such Member's Capital Account as of the
          commencement of the Performance  Period, plus (ii) any credits to such
          Member's Capital Account during the Performance  Period to reflect any
          contributions by such Member to the capital of the Company.

If the amount  specified  in clause (a) exceeds the amount  specified  in clause
(b), such difference shall be a 'Positive Performance Change", and if the amount
specified  in clause  (b)  exceeds  the amount  specified  in clause  (a),  such
difference shall be a "Negative Performance Change."


"Performance  Period"  means,  with respect to each Member,  the initial  period
commencing  as of the date of  admission  of such  Member  to the  Company,  and
thereafter  each period  commencing  as of the day following the last day of the
preceding  Performance  Period with  respect to such  Member,  and ending at the
close of business on the first to occur of the following:

     (a)  the last day of a Fiscal Year;

     (b)  the day as of which such Member  withdraws all or part of his interest
          in the Company; and

     (c)  the day as of which  the  Company  admits  as a  substituted  Member a
          person to whom the entire  interest  of such Member in the Company has
          been Transferred.

"Record Date" means (i) in the event of any sale of Securities, the date of such
sale or (ii) in the event of any other event  requiring a  determination  of the
Fair Market Value of Securities,  the date set by the Manager which is not fewer
than ten nor more than fifteen Business Days prior to such determination.

"Regulations" means the Income Tax Regulations, including temporary regulations,
promulgated  under the Code,  as those  regulations  may be amended from time to
time (including corresponding provisions of succeeding regulations).

"Securities"  means publicly traded or privately  placed  securities of any kind
(including,  without limitations "securities" as that term is defined in Article
2(l) of the  Securities  Act of 1933,  as amended);  any contracts for future or
forward delivery of any security,  commodity or currency; any contracts based on
any  securities  or currency  index or group of securities  or  currencies;  any
evidences of indebtedness  (including  participations  in or assignments of bank
loans or trade credit claims);  any options to acquire any of the above; and any
derivative instrument of any kind.

"Security" means the singular of Securities.

"Schedule  of  Members"  means a schedule  to be  maintained  by the  Manager in
accordance  with this Agreement  showing the name,  address,  date of admission,
classification  as Member,  amount of initial  capital  contribution  and of any
additional capital contribution,  subsequent capital contribution, amount of any
withdrawal and amount of any transfer with respect to each Member.

"Transfer" means any sale, exchange, transfer, assignment, pledge or granting of
another form of security  interest or other  disposition by a Member of all or a
part of an interest in the Membership Unit to another party,  whether  voluntary
or involuntary.


"Withdrawal Event" has the meaning set forth in Article 5.5.


All defined terms used in this  Agreement that are not defined in this Article 1
have the meanings given to them elsewhere in this Agreement.


                                   ARTICLE II
                                  ORGANIZATION

2.1.    Formation of Limited Liability Company

The Members  hereto  hereby form the Company  under and pursuant to the Act. The
Manager has executed, acknowledged and filed a Certificate with the Secretary of
State of the State of Delaware in  accordance  with the Act.  In  addition,  the
Manager shall execute, acknowledge and file any amendments to the Certificate as
may be required by the Act and any other instruments, documents and certificates
which, in the opinion of the Company's  legal counsel,  may from time to time be
required by the laws of the United  States of America,  the State of Delaware or
any other  jurisdiction in which the Company shall determine to do business,  or
any political  subdivision  or agency  thereof,  or which such legal counsel may
deem necessary or  appropriate  to effectuate,  implement and continue the valid
and subsisting  existence and business of the Company. Any required amendment to
the  Certificate  shall be filed by the  Manager  promptly  following  the event
requiring said amendment.  All amendments may be signed either  personally or by
an attorney-in-fact.

2.2.    Name of Company

The name of the Company shall be Seaway  Valley Fund,  LLC or such other name as
the Manager may hereafter adopt upon (i) causing an amendment to the Certificate
to be filed  with the  Secretary  of State of the  State of  Delaware;  and (ii)
sending  notice  thereof to the Members.  The Company  shall have the  exclusive
ownership  and right to use the Company  name so long as the Company  continues,
despite the  withdrawal,  expulsion,  resignation or removal of any Member,  but
upon the  Company's  termination,  the  Company  shall  assign  the name and the
goodwill attached thereto to the Manager.

2.3.    Registered Office and Agent

The Company shall have its registered office at 1220 North Market Street,  Suite
606,  Wilmington,  DE 19801 or at such other place as the Manager may  designate
from time to time,  and its  initial  registered  agent in  Delaware is American
Incorporators Ltd.

2.4.    Term of Company

     (a)  The term of the Company commenced on the date on which the Certificate
          was filed with the  Secretary of State of the State of  Delaware,  and
          shall continue until the earliest of the following dates:

          (i)  any  date on which  the  Manager  shall  elect  to  dissolve  the
               Company; or

          (ii) the date on which (A) the Manager is declared bankrupt by a court
               with appropriate  jurisdiction,  (B) the Manager files a petition
               commencing  a voluntary  case under any  bankruptcy  law, (C) the
               Manager makes an assignment  for the benefit of creditors,  (D) a
               receiver for the property or affairs of the Manager is appointed,
               (E) the entire  Manager Unit of the Manager is withdrawn from the
               Manager, or (F) the Manager is dissolved and a winding up thereof
               commenced.


     (b)  Except as  otherwise  provided  in Article  2.4(a) or in the Act,  the
          death,   mental  illness,   dissolution,   termination,   liquidation,
          bankruptcy,  reorganization,  merger, sale of substantially all of the
          stock or assets of or other  change  in the  ownership  or nature of a
          Member,  the admission to the Company of a new Manager or Member,  the
          admission to the Manager of a new member,  the  withdrawal of a Member
          from the  Company,  or the transfer by a Member of his interest in the
          Company to a third party shall not cause the Company to dissolve.

     (c)  The  parties  agree  that  irreparable  damage  would  be  done to the
          goodwill and  reputation  of the Members if any Member should bring an
          action in court to dissolve the  Company.  Care has been taken in this
          Agreement to provide for fair and just payment in  liquidation  of the
          Interests of all Members.  Accordingly,  each Member hereby waives and
          renounces its right to such a court decree of  dissolution  or to seek
          the appointment by the court of a liquidator for the Company except as
          provided herein.

2.5.    Objects of Company

The objects of the Company shall be to purchase,  sell (including  short sales),
invest and trade in  Securities,  to engage in financial  transactions  relating
thereto, and to engage in any other lawful activity.

2.6.    Actions by Company

The Company may execute, deliver and perform all contracts, agreements and other
undertakings and engage in all activities and transactions as may in the opinion
of the Manager be necessary or advisable to carry out the foregoing objects.

                                   ARTICLE III
                                 CAPITALIZATION

     Acceptance of  Subscription  Agreements  shall be at the sole discretion of
the Manager.

3.1.    Contributions to Capital

     (a)  The Manager will contribute  $1,000 in cash to the Company in exchange
          for the Manager Unit. Except as provided in the Act, the Manager shall
          not be required or obligated to make any additional  contributions  to
          the Company.

     (b)  The minimum initial  contribution of each Member to the capital of the
          Company shall be $25,000  (twenty-five  thousand  Membership Units) or
          such lower  amount as the  Manager,  in its  discretion,  may  permit.
          Initial contributions to the capital of the Company may be accepted on
          the first day of any  calendar  month (or on such  other day as may be
          approved in advance by the Manager,  which approval may be withheld by
          the  Manager  in its  sole  discretion).  The  amount  of the  initial
          contribution  of each Member  shall be  recorded  by the Manager  upon
          acceptance as a contribution to the capital of the Company.

     (c)  The Members may make  additional  contributions  to the capital of the
          Company  at such  times and in such  amounts  as the  Manager,  in its
          discretion,  may  permit.  No Member  shall be  obligated  to make any
          additional  contribution  to the  capital of the  Company.  Additional
          contributions to the capital of the Company which are permitted by the
          Manager may be accepted on the first day of each calendar month (or on
          such other day as may be  approved  in advance by the  Manager,  which
          approval may be withheld by the Manager in its sole discretion).

     (d)  Except as  otherwise  permitted  by the  Manager,  (i) initial and any
          additional  contributions  to the capital of the Company by any Member
          shall be payable in cash or in such Securities  which the Manager,  in
          its absolute discretion, may agree to accept on behalf of the Company,
          and (ii) initial and any additional  contributions shall be payable in
          one  installment  and shall be paid prior to the date of the  proposed
          acceptance  of  the   contribution   (or  within  five  business  days
          thereafter with the Manager's  approval,  which may be withheld by the
          Manager in its sole  discretion).  The  Company  shall be  entitled to
          deduct  from the  amount of any  contribution  to be  credited  to the
          Capital Account of any Member introduced by a placement agent or other
          financial intermediary a subscription charge of up to two percent (2%)
          of the subscription  amount, which may be paid to such placement agent
          or intermediary.  Each Member allowed to contribute  Securities to the
          capital  of  the  Company  shall,  prior  to  the  date  of  any  such
          contribution,  furnish  to the  Company  evidence  as to his  dates of
          acquisition of such Securities,  his unencumbered  ownership  thereof,
          his  adjusted  basis  thereof for income tax  purposes and his holding
          period of such Securities.

3.2.    Rights of Members in Capital

     (a)  No Member shall be entitled to interest on the Member's  contributions
          to the capital of the Company.

     (b)  No Member shall have the right to  distributions  or the return of any
          contribution  to the capital of the Company except (i) upon withdrawal
          of such Member pursuant to Article 5.5 or (ii) upon the dissolution of
          the  Company  pursuant to Article  6.1.  The  entitlement  to any such
          distribution  or return at such time  shall be limited to the value of
          the Capital Account of the Member. The Manager shall not be liable for
          the distribution or return of any such amounts.

3.3.   Capital Accounts or Members Capital Accounts

     (a)  The Company shall maintain a separate Capital Account for each Member.

     (b)  Each Member's  Capital  Account shall have an initial balance equal to
          the amount of cash and the value of any Securities'  constituting such
          Member's  initial  contribution  to the capital of the Company (net of
          any sales charges.)

     (c)  Each Member's Capital Account shall be increased by the sum of (i) the
          amount of cash and the value of any Securities constituting additional
          contributions  by such Member to the capital of the Company  permitted
          pursuant  to  Article  3.1,  plus (ii) the  portion  of any Net Profit
          allocated to such Member's  Capital  Account  pursuant to Article 3.4,
          plus  (iii)  any  Performance  Allocation  credited  to such  Member's
          Capital  Account  pursuant to Article 3.7, plus (iv) a ratable portion
          of any  amounts  deducted  from any  withdrawal  payment  pursuant  to
          Article 5.5(e), plus (v) any decreases in any reserves recorded by the
          Company pursuant to Article 3.6(a), and any receipts  determined to be
          applicable to a prior Fiscal Period pursuant to Article 3.6(b), to the
          extent the Manager determines that,  pursuant to any provision of this
          Agreement,  such  item  is to be  credited  to such  Member's  Capital
          Account  on a  basis  which  is not in  accordance  with  the  current
          respective Membership Percentages of all Members.

     (d)  Each Member's  Capital  Account shall be reduced by the sum of (i) the
          amount of any cash and the net value of any  property  withdrawn by or
          distributed to such Member  pursuant to Article 5.5 or 6.1,  including
          any amount deducted from any such withdrawal or distribution  pursuant
          to Article 5.5(c),  plus (ii) the portion of any Net Loss allocated to
          such Member's  Capital Account pursuant to Article 3.4, plus (iii) the
          Management  Fees and any  withholding  taxes or  other  expense  items
          charged to such Member's Capital Account pursuant to Article 3.5, plus
          (iv) any  Performance  Allocation  charged  to such  Member's  Capital
          Account  pursuant  to  Article  3.7,  plus  (v) any  increases  in any
          reserves  recorded by the Company pursuant to Article 3.6(a),  and any
          payments determined to be applicable to a prior Fiscal Period pursuant
          to Article 3.6(b) and any charges made to a former Member  pursuant to
          Article  3.6(c)  which the Company  fails to collect  from such former
          Member,  to the extent the Manager  determines  that,  pursuant to any
          provision  of  this  Agreement,  such  item is to be  charged  to such
          Member's  Capital  Account on a basis which is not in accordance  with
          the current respective Membership Percentages of all Members.

3.4.     Allocation of Net Profit and Net Loss

     (a)  Subject to Articles 3.4(b) and 3.8, as of the, last day of each Fiscal
          Period,  any Net  Profit or Net Loss for the  Fiscal  Period  shall be
          allocated  among  and  credited  to or  debited  against  the  Capital
          Accounts of the Members in proportion to their  respective  Membership
          Percentages for the Fiscal Period.

     (b)  Notwithstanding  Article 3.4(a), the Company may establish one or more
          separate  brokerage  accounts  in its name in which it shall  hold all
          newly issued  securities which it may acquire.  To the extent required
          by  applicable  rules  of NASD  Regulation,  Inc.,  including  without
          limitation  the  Free-Riding  and  Withholding  Interpretation  or any
          successor  rule or  interpretation,  gains or losses  attributable  to
          securities  held in such account  shall not be allocated to any Member
          who shall be prohibited from receiving such allocation,  and such gain
          or loss shall  instead be allocated to all other  Members' pro rata in
          proportion to their respective Membership Percentages.

3.5.     Allocation of Management Fees, Withholding Taxes and Certain Other
Expenditures

     (a)  As of the first day of each Fiscal Period, and as of any other date on
          which a Member is admitted as a Member or makes an additional  capital
          contribution,  each Member's  Management Fee for such quarter shall be
          debited against the Capital  Account of such Member.  If the Member is
          admitted on a day that does not  represent the first day of a calendar
          quarter  (that  is,  not the  first  day of  January,  April,  July or
          October),  the  Management  fee will be pro rated for that quarter and
          calculated for and applied to the remaining  months of that particular
          quarter,  after which,  the regular  quarterly  Management Fee will be
          debited against the Member Capital Account.

     (b)  If the Company incurs a withholding  tax or other tax obligation  with
          respect to the share of Company income  allocable to any Member,  then
          the Manager  shall cause the amount of such  obligation  to be debited
          against  the  Capital  Account  of such  Member as of the close of the
          Fiscal  Period  during  which the Company  pays such  obligation.  The
          Manager  shall not be  obligated to apply for or obtain a reduction of
          or exemption from  withholding tax on behalf of any Member that may be
          eligible for such reduction or exemption.

     (c)  Except as otherwise  provided for in this Agreement,  any expenditures
          payable by the  Company,  to the extent  determined  by the Manager to
          have been paid or  withheld  on behalf of, or by reason of  particular
          circumstances  applicable  to,  one or more but fewer  than all of the
          Members,  shall be charged to only those  Members on whose behalf such
          payments are made or whose particular  circumstances gave rise to such
          payments.  Such charges shall be debited from the Capital  Accounts of
          such  Members as of the close of the Fiscal  Period  during  which any
          such items were accrued by the Company.

3.6.    Reserves; Adjustments for Certain Future Events

     (a)  Appropriate  reserves may be created,  accrued and charged against the
          Assets and proportionately against the Capital Accounts of the Members
          for contingent liabilities, if any, as of the date any such contingent
          liability  becomes  known to the Manager,  such  reserves to be in the
          amounts which the Manager in its sole  discretion  deems  necessary or
          appropriate.  The Manager may increase or reduce any such reserve from
          time to time by such  amounts as the  Manager  in its sole  discretion
          deems necessary or appropriate. The amount of any such reserve, or any
          increase  or decrease  therein,  shall be  proportionately  charged or
          credited, as appropriate, to the Capital Accounts of those parties who
          are  Members at the time when such  reserve is created,  increased  or
          decreased,  as the case may be; provided that if any such reserve,  or
          any increase or decrease therein, exceeds the lesser of $50,000 or one
          percent (1%) of the  aggregate  Capital  Accounts of all such Members,
          the  amount of such  reserve,  increase  or  decrease  may  instead be
          charged or credited to those  parties who were Members at the time, as
          determined  by the  Manager  in its  sole  discretion,  of the  act or
          omission giving rise to the contingent liability for which the reserve
          was established in proportion to their Capital Accounts at that time.

     (b)  If at  any  time  an  amount  is  paid  or  received  (other  than  in
          conjunction with investments or as capital contributions,  withdrawals
          or distributions) by the Company and such amount exceeds the lesser of
          $50,000 or one percent (1%) of the aggregate  Capital  Accounts of all
          Members  at the time of payment  or  receipt  and such  amount was not
          accrued or reserved for but would nevertheless, in accordance with the
          Company's  accounting  practices,  be treated as  applicable to one or
          more prior Fiscal Periods,  then such amount may, at the discretion of
          the Manager, be proportionately  charged or credited,  as appropriate,
          to those  parties who were Members  during such prior Fiscal Period or
          Periods.

     (c)  If any amount is charged or credited  pursuant to paragraph (a) or (b)
          of this Article 3.6 to a party who is no longer a Member,  such amount
          shall be paid by or to such party,  as the case may be, in cash,  with
          interest  from the date on which  the  Manager  determines  that  such
          charge or credit is  required  at a floating  rate  determined  by the
          Manager by reference to the interbank rate prevailing at that time. In
          the case of a charge,  the former Member shall be obligated to pay the
          amount of the charge,  plus interest as provided above, to the Company
          on  demand;  provided  that (i) in no event  shall a former  Member be
          obligated  to make a  payment  exceeding  the  amount  of its  Capital
          Account  at the time to which  the  charge  relates,  and (ii) no such
          demand  shall be made more than four years  after such  former  Member
          ceased to be a Member. To the extent the Company fails to collect,  in
          full, any amount  charged to such former Member  pursuant to paragraph
          (a) or (b) of this Article 3.6,  whether due to the  expiration of the
          applicable  limitation period or for any other reason whatsoever,  the
          deficiency shall be charged proportionately to the Capital Accounts of
          the other  persons  who were  Members  at the time to which the charge
          relates and, failing  collection from them, to the Capital Accounts of
          the current Members.

3.7.     Performance Allocation

The Performance  Allocation shall be debited against the Capital Account of each
Member as of the last day of each Performance Period with respect to such Member
(provided,  however,  that subject to  compliance  with the Advisers  Act,  such
Performance  Allocation  may be reduced by the  Manager in its  discretion  with
respect  to any  Member)  and the  amount so  debited  shall  simultaneously  be
credited to the Capital  Account of the Manager,  or, subject to compliance with
the  Advisers  Act,  to the  Capital  Accounts  of such  Members  as  have  been
designated in writing by the Manager  within ninety (90) days after the close of
such Performance Period.

3.8.    Allocation to Avoid Capital Account Deficits

To the extent that any debits  pursuant to Articles 3.4 through 3.7 hereof would
reduce the balance of the Capital Account of any Member below zero, that portion
of any such debits  shall  instead be  allocated  to the Capital  Account of the
Manager.  Any credits in any subsequent  Fiscal Period which would  otherwise be
allocable  pursuant to Articles 3.4 through 3.7 hereof to the Capital Account of
any Member  previously  affected by the  application  of this  Article 3.8 shall
instead be  allocated  to the Capital  Account of the Manager in such amounts as
are necessary to offset all previous debits attributable to such Member pursuant
to this Article 3.8 not previously recovered.

3.9.    Allocations for Income Tax Purposes

In each Fiscal Year, items of income,  deduction,  gain, loss or credit that are
recognized for income tax purposes shall be allocated among the Members, in such
manner as to reflect  equitably  amounts  credited  to or debited  against  each
Member's Capital  Account,  whether in such Fiscal Year or in prior Fiscal Years
(which  shall  include  appropriate   allocations  to  withdrawing  or  retiring
Members).  To this end, the Company shall  establish and maintain  records which
shall show the extent to winch the Capital  Account of each Member shall,  as of
the last day of each Fiscal Year,  be  comprised of amounts  which have not been
reflected  in the taxable  income of such  Member.  The Manager may, in its sole
discretion,  elect  to use an  "aggregate"  allocation  method  permitted  under
Article  704(b)-(c) of the Code and the regulations  thereunder.  In the event a
Member  withdraws  the entire  balance of such  Member's  Capital  Account,  the
Manager may in its sole discretion  make a special  allocation to the Member for
federal  income tax purposes of the capital  gains  recognized by the Company in
such a manner as,  will  reduce the amount if any,  by which the balance of such
Member's Capital Account exceeds its federal income tax basis in its interest in
the  Company  before such  allocation.  Otherwise,  to the extent  deemed by the
Manager to be feasible and  equitable,  taxable  income and gains in each Fiscal
Year shall be allocated among the Members who have enjoyed the related  credits,
and items of  deduction,  loss and credit in each Fiscal Year shall be allocated
among the Members who have bore the burden of the related  debits.  Taxable gain
or loss realized from the sale of Securities which were contributed in kind by a
Member (other than gain which was  recognized by such  contributing  Member upon
such contribution  pursuant to Article 721(b) of the Code) shall be allocated to
the contributing  Member to the extent required under Article 704(c) of the Code
and the regulations promulgated thereunder.

                                   ARTICLE IV
                                   MANAGEMENT


4.1.    Rights, Duties and Powers of the Manager

     (a)  Subject to the terms and  conditions  of this  Agreement,  the Manager
          shall have  complete  and  exclusive  responsibility  for managing and
          administering the affairs of the Company, and shall have the power and
          authority to do all things necessary or proper to carry out its duties
          hereunder.

     (b)  Without   limiting  the   generality  of  the  Manager's   duties  and
          obligations   hereunder,   the  Manager  shall  have  full  power  and
          authority:

          (i)  to  solicit  investments  in the  Company  and to file  all  such
               documents  and take all such other actions as may be necessary or
               appropriate to qualify  Membership Units in the Company for offer
               and sale in any jurisdiction;

          (ii) to  receive  from  Members  contributions  to the  capital of the
               Company;

          (iii) to conduct meetings of the Members;

          (iv) to open,  maintain and close bank accounts and custodial accounts
               for the Company and draw checks and other  orders for the payment
               of money;

          (v)  to disburse  payments to Members in connection  with  withdrawals
               from the Company

          (vi) to disburse payments as provided for in this Agreement;

          (vii) to pay all expenses  relating to the organization of the Company
               (including attorneys' fees);

          (viii) to engage such attorneys,  accountants  and other  professional
               advisers  and  consultants  as the Manager may deem  necessary or
               advisable for the affairs of the Company;

          (ix) to furnish Members with the reports described in Article 7.1;

          (x)  to  furnish  Members  with  copies  of  all  amendments  to  this
               Agreement;

          (xi) to issue to any  Member,  in such  form and on such  terms as the
               Manager may consider  appropriate,  an instrument certifying that
               such Member is the owner of an Interest in the Company;

          (xii) to prepare and file, on behalf of the Company,  any required tax
               returns  and all other  documents  relating to the Company and to
               make  any   elections   (required  or  otherwise)  in  connection
               therewith;

          (xiii) to commence or defend  litigation  that pertains to the Company
               or any of its assets;

          (xiv) to provide office space,  office and executive  staff and office
               supplies and equipment for the Company's principal office;

          (xv) to cause the Company, if and to the extent the Manager deems such
               insurance  advisable,  to  purchase  or bear  the cost of (A) any
               insurance covering the potential  liabilities of the Company, the
               Manager and their members,  officers,  employees and agents,  (B)
               fidelity or other  insurance  relating to the  performance by the
               Manager  of its  duties  to the  Company,  and (C)  key-man  life
               insurance  on the  lives  of the  key  employees  of the  Manager
               provided that the Company is the beneficiary of such insurance;

          (xvi) in the  normal  course  of the  Company's  business  and for any
               Company  purpose,  including  without  limitation  payment of the
               Company's operating expenses and of Management Fees, to cause the
               Company to borrow  money and make,  issue,  accept,  endorse  and
               execute promissory notes, drafts,  bills of exchange,  guarantees
               and other  instruments and evidences of indebtedness,  and secure
               the  payment  thereof by  mortgage,  pledge or  assignment  of or
               security interests in all or any part of the securities and other
               property then owned or thereafter acquired by the Company;

          (xvii) generally  to provide all other  executive  and  administrative
               undertakings for and on behalf of the Company; and

          (xviii) subject to the other terms and  provisions of this  Agreement,
               to execute,  deliver and perform such  contracts,  agreements and
               other   undertakings,   and  to  engage  in  all  activities  and
               transactions,  as it may deem  necessary or advisable  for, or as
               may be incidental to, the conduct of the business contemplated by
               this Article 4.1,  including,  without in any manner limiting the
               generality of the foregoing, contracts, agreements,  undertakings
               and transactions with any Member or with any other person firm or
               corporation having any business,  financial or other relationship
               with any Member or Members.

     (c)  The Manager  shall be the tax matters  Member for  purposes of Article
          6231(a)(7)  of the Code.  Each  Member  agrees  not to  treat,  on his
          personal U.S.  federal income tax return or in any claim for a refund,
          any item of  income,  gain,  loss,  deduction  or  credit  in a manner
          inconsistent  with the  treatment  of such  item by the  Company.  The
          Manager shall have the exclusive  authority and discretion to make any
          elections  required or permitted  to be made by the Company  under any
          provisions of the Code or any other revenue laws.

     (d)  The  Manager  may  delegate to any person or persons any of the powers
          and authority  vested in it  hereunder,  and may engage such person or
          persons to  provide  administrative  and  accounting  services  to the
          Company, on such terms and conditions as it may consider appropriate.

4.2.    Investment Management

     (a)  The Manager shall have complete and exclusive  responsibility  for all
          investment  and  investment  management  decisions to be undertaken on
          behalf of the Company.  Without  limiting the  foregoing,  the Manager
          shall have full power and authority:

          (i)  to deposit funds in the Company's  name in an account or accounts
               maintained in an insured,  commercial financial  institution,  as
               determined by the Manager,  and which will not be commingled with
               the funds of any other Person (checks may be drawn on the account
               or accounts of the Company  only for the  purposes of the Company
               and  shall be  signed by the  Manager  or by its duly  authorized
               representatives);

          (ii) to purchase, sell, exchange, trade and otherwise deal in and with
               Securities and other property of the Company;

          (iii) to make all decisions relating to the manner,  method and timing
               of  investment  and  trading  transactions,  to  select  brokers,
               dealers or other  financial  intermediaries  (including any firms
               with which the Manager or any of its  principals is affiliated or
               associated)  for the  execution,  clearance and settlement of any
               transactions on such terms as the Manager considers  appropriate,
               and to grant limited discretionary  authorization to such persons
               with  respect to price,  time and other terms of  investment  and
               trading transactions;

          (iv) to trade on  margin,  to  borrow  from  banks or other  financial
               institutions,   and  to  pledge   Company  assets  as  collateral
               therefore; and

          (v)  to  arrange  for the  custody  of  Securities  and  other  assets
               acquired or held on behalf of the Company,  to direct  custodians
               to deliver  funds or  securities  for the  purpose  of  effecting
               transactions,  and to instruct  custodians to exercise or abstain
               from exercising any right or privilege attaching to assets.


     (b)  In the course of selecting brokers,  dealers, and other intermediaries
          for the execution,  clearance and settlement of  transactions  for the
          Company,  the  Manager may agree to such  commissions,  fees and other
          charges on behalf of the  Company as it shall deem  reasonable  in the
          circumstances  taking  into  account  all  such  factors  as it  deems
          relevant  (including  the quality of research and other  services made
          available  to it  even  if such  services  are  not for the  exclusive
          benefit  of the  Company  and  the  cost  of such  services  does  not
          represent the lowest cost  available) and shall be under no obligation
          to combine or arrange orders so as to obtain reduced charges.

     (c)  The  Manager may  establish  an  investment  advisory  committee  (the
          "Investment  Committee")  to  provide  assistance  to the  Manager  in
          determining the proposed Investments by the Company. In addition,  the
          Manager may establish an advisory board (the  "Advisory  Board") which
          will provide  strategic  planning  and other  advisory  services.  The
          Manager  shall have the right to select,  remove and replace,  with or
          without cause,  all members of the  Investment  Committee and Advisory
          Board,  provided that, when  establishing such Committee and Board, or
          when adding a member  thereto,  the Manager  shall  invite a Member to
          serve as such a member to the end that, if the invited  Member accepts
          such  invitation,  there  is at  least  one  Member  on  each  of  the
          Investment  Committee and the Advisory Board. The Investment Committee
          and  Advisory  Board shall be  advisory  only,  and the Manager  shall
          retain  ultimate   decision  making  authority   concerning  all  such
          Investments.

4.3.    Expenses

     (a)  The  Manager,  not the  Company,  shall pay all of the  Manager's  own
          operating and overhead  costs.  Such costs shall not include any costs
          of insurance referred to in subparagraph 4.1(b)(xv) above.

     (b)  The Company shall pay or reimburse the Manager for all other costs and
          expenses arising in connection with its operations, including, without
          limitation, the following expenses:


          (i)  all legal  and  other  organizational  expenses  incurred  in the
               formation of the Company.


          (ii) all  costs  and   expenses   directly   related   to   investment
               transactions and positions for the Company's  account,  including
               brokerage commissions,  custody charges,  interest and commitment
               fees on loans and debit balances;


          (iii) any  withholding or transfer taxes imposed on the Company or any
               of its Members as a result of its or their earnings,  investments
               or withdrawals (which amounts shall be assessed, where applicable
               to particular  Members,  directly against the Capital Accounts of
               such Members);


          (iv) any  governmental  fees  imposed on the capital of the Company or
               incurred in connection with compliance with applicable regulatory
               requirements;


          (v)  any legal fees and costs (including  settlement costs) arising in
               connection  with  any  litigation  or  regulatory   investigation
               instituted  against the Company or the Manager in connection with
               the affairs of the Company  except that the Company  shall not be
               obligated  for fees and  costs of any  litigation  or  regulatory
               investigation which results in a final determination of bad faith
               or dishonesty by the Manager;


          (vi) government charges and professional fees and expenses incurred in
               connection with the preparation of this Agreement, other contract
               documents  and a  disclosure  document  to be  furnished  by  the
               Manager  to  prospective  investors  in  Membership  Units in the
               Company;


          (vii) cost  of  the  audits  of  the,   Company  's  annual  financial
               statements and the preparation of its tax returns;


          (viii) fees and expenses of the Company's  counsel in connection  with
               advice directly relating to the Company's legal affairs;


          (ix) the costs of any other outside appraisers, accountants, attorneys
               or  other  experts  or  consultants  engaged  by the  Manager  in
               connection  with the  operations  of the Company as well as other
               expenses  directly related to the Company's  investment  program;
               and


          (x)  other  ordinary  operating  and  out-of-pocket  expenses  of  the
               Company.


The Manager shall be entitled to  reimbursement  from the Company for any of the
above expenses that it pays on behalf of the Company.

4.4.    Rights of Members

Except as otherwise  provided in this  Agreement the Members shall have no right
to participate in the management or control of the Company's  business.  Members
shall have no right or  authority  to act for the  Company or to vote on matters
other than the matters set forth in this  Agreement or as required by applicable
law and not subject to a different  requirement under this Agreement.  Except as
otherwise provided by law, the liability of each Member is limited to the amount
of his capital  contributions  (plus any  accretions  in value  thereto prior to
withdrawal).

4.5.    Activities of the Manager and Members

          (a)  The  Manager  shall not be  required  to devote  full time to the
               affairs  of the  Company,  but shall  devote  such time as may be
               reasonably required therefor.

          (b)  Each  Member  agrees  that any  other  Member  (and  any  Member,
               director,  officer,  shareholder,  affiliate  or  employee of any
               Member) may engage in or possess an  interest  in other  business
               ventures or  commercial  dealings of every kind and  description,
               independently  or with  others,  including,  but not  limited to,
               management  of  other  accounts,  investment  in,  or  financing,
               acquisition  and  disposition  of,  Securities,   investment  and
               management counseling,  brokerage services,  serving as director,
               officer,  adviser  or agent of any other  company,  member of any
               membership  entity, or trustee of any trust, or entering into any
               other   commercial   arrangements,   whether  or  not  any  such,
               activities  may  conflict  with any  interest of the parties with
               respect to the Company.  The Members expressly agree that neither
               the Manager  nor the Members  shall have any rights in or to such
               activities, or any profits derived therefrom.  Without in any way
               limiting the foregoing, each Member hereby acknowledges that: (i)
               neither the Manager,  any Members,  nor their respective members,
               directors, officers, shareholders,  affiliates or employees shall
               have any obligation or responsibility to disclose or refer any of
               the investment or other opportunities obtained through activities
               contemplated  by this paragraph (b) of Article 4.5 to the Manager
               or the Members, but may refer the same to any other party or keep
               such  opportunities for their own benefit;  and (ii) the Manager,
               the Members and their respective  members,  directors,  officers,
               shareholders,  affiliates and employees are hereby  authorized to
               engage  in  activities  contemplated  by  this  paragraph  (b) of
               Article  4.5 with,  or to  purchase,  sell or  otherwise  deal or
               invest in  Securities  issued by,  companies in which the Company
               might from time to time invest or be able to invest or  otherwise
               have any  interest  in,  without  the  consent or approval of the
               Company or any other Member.

          (c)  The parties  hereto hereby waive,  and covenant not to sue on the
               basis of, any law (statutory, common law or otherwise) respecting
               the rights and  obligations  of the Members  inter se which is or
               may be inconsistent with this Article 4.5.

4.6.    Duty of Care; Indemnification

          (a)  The Manager (and its Investment  Committee or Advisory  Board, if
               established)  shall not be liable to the Company or to any of its
               Members  for  any  loss  or  damage  occasioned  by any  acts  or
               omissions in the  performance of its services as Manager,  unless
               such loss or damage is due to the gross negligence,  recklessness
               or willful misconduct of the Manager, or as otherwise required by
               law.


          (b)  The Manager  (which  shall  include for this  purpose each of its
               members and employees,  and each of their  respective  directors,
               officers and  employees,  agents and each person who controls any
               of them,  and their  executors,  heirs,  assigns,  successors and
               other legal  representatives) shall be indemnified to the fullest
               extent  permitted  by law by the  Company  (but  not the  Members
               individually)  against any cost,  expense  (including  attorneys'
               fees),  judgment or liability  reasonably  incurred by or imposed
               upon  it in  connection  with  any  action,  suit  or  proceeding
               (including   any   proceeding   before  any   administrative   or
               legislative  body or  agency)  to which it may be made a party or
               otherwise  be  involved or with which it shall be  threatened  by
               reason of being or having been the  Manager;  provided,  however,
               that the Manager shall not be so  indemnified  to the extent such
               cost,  expense,  judgment or  liability  shall have been  finally
               determined  in a decision on the merits in any such action,  suit
               or proceeding to have been incurred or suffered by the Manager by
               reason  of  its  gross   negligence,   recklessness   or  willful
               misconduct.  The right to indemnification granted by this Article
               4.6 shall be in  addition  to any rights to which the Manager may
               otherwise  be  entitled  and shall  inure to the  benefit  of the
               successors  or assigns of the Manager.  The Company shall pay the
               expenses  incurred  by the  Manager  in  defending  a,  civil  or
               criminal  action,  suit or  proceeding  in  advance  of the final
               disposition of such action,  suit or proceeding,  upon receipt of
               an  undertaking  by the  Manager to repay  such  payment if there
               shall be an adjudication or determination that it is not entitled
               to  indemnification  as  provided  herein.  The  Manager  may not
               satisfy any right of indemnity or  reimbursement  granted in this
               Article 4.6 or to which it may be otherwise  entitled  except out
               of the assets of the Company,  and no Member shall be  personally
               liable  with   respect  to  any  such  claim  for   indemnity  or
               reimbursement.  The Manager may obtain  appropriate  insurance on
               behalf  of  the  Company  to  secure  the  Company's  obligations
               hereunder.

4.7      Conflicts of Interest

Principals  of the  Manager are engaged in  financial  activities  other than on
behalf of the Company. Therefore,  conflicts of interest may arise in connection
with the allocation of the Manager's time between the Company and other business
affairs of the Manager.  The Manager and its  Affiliates  are engaged in private
equity,  financial advisory,  fund management,  and other activities that may be
viewed as in competition  with the Company.  Except as specifically  provided in
this Agreement, the Manager and any Manager Affiliate may engage in transactions
or cause or advise others to engage in transactions  which may differ from or be
identical to the transactions engaged in for the Company's account.

No Member shall,  by reason of being a Member in the Company,  have any right to
participate  in any  manner in any  profits  or income  earned or  derived by or
accruing to the Manager or any  Manager  Affiliate  from the conduct of business
other than the  business of the Company or from any  transaction  in  Securities
effected by the Manager or any Manager Affiliate for any account other than that
of the Company.  Further,  no Member will have any right to  participate  in any
other venture  capital or other fund  organized or managed by the Manager or its
Affiliates, whether presently existing or formed in the future.

4.8      Exculpation

To the extent  permitted by applicable  law, none of the Manager  (including any
member of an Investment  Committee or Advisory  Board),  any Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  the  Manager,  or  any  director,   officer,   employee,  member,
shareholder  or member of the  Manager,  or such other  Person  (each a "Manager
Affiliate"),  its agents, or any of their respective  assigns  (individually,  a
"Covered Person" and,  collectively,  the "Covered  Persons") shall be liable to
the  Company  or any  Member  for any  action  taken or omitted to be taken with
respect to the  management or conduct of the business or affairs of the Company,
so long as such action or omission does not constitute gross negligence,  fraud,
willful  misconduct,  willful violations of any state or federal securities laws
or willful violation of any law by such Covered Person. The Manager shall not be
liable to the Company or any other  Member for any action taken or omitted to be
taken by any other  Member,  nor shall the Manager (to the extent  permitted  by
applicable  law  and  in  the  absence  of  gross  negligence,   fraud,  willful
misconduct,  willful  violations  of any  state or  federal  securities  laws or
willful  violation  of any law by the  Manager)  be liable to the Company or any
other Member for any action or omission of any Manager Affiliate or agent of the
Company or the  Manager.  Any  Covered  Person may consult  with legal  counsel,
accountants  or other  professional  advisors  in respect of the  affairs of the
Company and, so long as such Covered Person shall have used  reasonable  care in
selecting such counsel,  accountants or other advisors, shall be fully protected
and  justified  in taking or omitting  to take any action in  reliance  upon the
advice or opinion of such counsel, accountants and other advisors.



                                    ARTICLE V
                      ADMISSIONS, TRANSFERS AND WITHDRAWALS

5.1.     Admission of Members


The Manager may at the beginning of each calendar month (or on such other day or
days as the Manager may in its sole  discretion  determine) and without  advance
notice to or consent  from the  Members  admit any person who shall  agree to be
bound by all of the terms of this  Agreement as a Member,  unless the investment
by such Member in the Company would have any of the effects described in clauses
(i) through (vi) of Article 5.3(b)  herein.  The Manager shall have the absolute
discretion  to  reject  subscriptions  for  Membership  Units  in  the  Company.
Effective  upon such  admission,  the  Schedule  of Members  shall be revised to
reflect the name and the required  contribution to the capital of the Company of
such additional Member.


5.2.     Admission of Additional Manager


The  Manager  may  admit one or more  additional  managers,  who may be  natural
persons, partnerships,  membership entities or corporations, to the Company only
if such action is approved by the affirmative  vote of Members whose  Membership
Percentages  represent more than fifty percent (50%) of the aggregate Membership
Percentages  of all Members,  except that the Manager may without the consent of
the Members  admit an  administrative  manager  which  shall  perform all of the
obligations  set forth in  Article  4.1(b) at the  expense  of the  Company.  No
additional  manager shall be added if adding such additional  manager would have
any of the  effects  described  in clauses (i)  through  (vi) of Article  5.3(b)
herein.

5.3.     Transfer of Interests of Members


     (a)  No Transfer of any Member's Interest in the Company, whether voluntary
          or involuntary,  shall be valid or effective,  and no transferee shall
          become a substituted  Member,  unless the prior written consent of the
          Manager has been  obtained,  which  consent  may be  withheld  for any
          reason or for no  reason.  Transfers  of a  Member's  Interest  in the
          Company may be consented to by the Manager only if the entire Interest
          of  such  Member  in the  Company  will  be  transferred  to a  single
          transferee,  except that the Manager  may  consent to  transfers  of a
          portion of the Interest of a Member in the Company  occurring upon the
          death of such  Member or to  members of the  immediate  family of such
          Member.  In the event of any  Transfer,  all of the  conditions of the
          remainder of this Article 5.3 must also be satisfied.  Manager has the
          right of first refusal to purchase for its account Member Interests if
          being  transferred  for any  returned  value (i.e.  if the Interest is
          sold.)

     (b)  No Transfer of any Member's Interest in the Company, whether voluntary
          or  involuntary,  shall be  valid  or  effective  unless  the  Manager
          determines,  after  consultation  with  legal  counsel  acting for the
          Company, that such Transfer will not:

               (i)  require  registration  of any interest in the Company  under
                    any  securities  laws of the United  States of America,  any
                    state thereof or any other jurisdiction;

               (ii) subject the Company or the Manager to registration under any
                    securities  or  commodities  laws of the  United  States  of
                    America, any state thereof or any other jurisdiction;

               (iii) result in a  termination  of the Company  for U.S.  federal
                    income tax purposes under Article 708(b)(1)(B) of the Code;

               (iv) result in the Company being deemed to be a "publicly  traded
                    Membership"  for  purposes of Article  7704 of the Code,  or
                    having more than 500 owners  (including for this purpose any
                    indirect   owners  of  an  S  corporation,   grantor  trust,
                    Membership or other entity that has elected to be treated as
                    a  Membership  for  U.S.  federal  income  tax  purposes  if
                    substantially  all of the assets of such entity are invested
                    in the Company);

(v)                     result in assets of the Company being considered "Plan
                        Assets" for purposes of ERISA; or

(vi)                    violate or be inconsistent with any representation or
                        warranty made by the transferring Member at the time the
                        Member subscribed to purchase an interest in the
                        Company.


The transferring  Member,  or his legal  representative,  shall give the Manager
written notice before making any voluntary  Transfer and within thirty (30) days
after any involuntary Transfer and shall provide sufficient information to allow
legal counsel acting for the Company to make the determination that the proposed
Transfer will not result in any of the  consequences  referred to in clauses (i)
through (vi) above.  If a Transfer  occurs by reason of the death of a Member or
assignee,  the notice may be given by the duly authorized  representative of the
estate of the Member or assignee. The notice must be supported by proof of legal
authority and valid assignment acceptable to the Manager.

     (c)  In the event any  Transfer  permitted by this Article 5.3 shall result
          in multiple  ownership  of any Member's  Interest in the Company,  the
          Manager may require one or more  trustees or nominees to be designated
          to represent a portion of or the entire  Interest  transferred for the
          purpose of receiving  all notices  which may be given and all payments
          which  may be made  under  this  Agreement,  and for  the  purpose  of
          exercising the rights which the transferor as a Member had pursuant to
          the provisions of this Agreement.

     (d)  A transferee  shall be entitled to the allocations  and  distributions
          attributable  to the  Interest  in the  Company  transferred  to  such
          transferee and to transfer such Interest in accordance  with the terms
          of this Agreement;  provided,  however, that such transferee shall not
          be  entitled  to the  other  rights  of a Member  as a result  of such
          transfer until he becomes a substituted Member. No transferee, except.
          with the consent of the Manager  (which consent may be withheld at its
          sole and absolute discretion), may become a substituted Member. If the
          Manager  withholds  consent,  a  transferee  will  not have any of the
          rights of a Member,  except  that the  transferee  will be entitled to
          receive  that share of  capital  or  profits  and to have the right of
          withdrawal to which his  transferor  would have been entitled and will
          remain  subject to the other terms of this  Agreement.  A transferring
          Member will remain liable to the Company as provided under  applicable
          law regardless of whether his transferee becomes a substituted Member.
          Notwithstanding  the above, the Company and the Manager shall incur no
          liability for allocations and distributions  made in good faith to the
          transferring  Member until a written  instrument  of transfer has been
          received by the Company  and  recorded on its books and the  effective
          date of the Transfer has passed.

     (e)  Each Member  agrees with all other  Members  that he will not make any
          Transfer  of his  Interest  in the  Company  which will  violate  this
          Article  5.3. In the event of any  attempted  Transfer of any Member's
          Interest in the Company in violation of the provisions of this Article
          5.3,  without  limiting any other  rights of the Company,  the Manager
          shall  have the  right to  require  the  withdrawal  of such  Member's
          Interest from the Company as provided by Article 5.5(g).

     (f)  Any other provision of this Agreement to the contrary notwithstanding,
          any  successor to any Member's  Interest in the Company shall be bound
          by the  provisions  hereof.  Prior  to  recognizing  any  Transfer  in
          accordance  with this  Article  5.3,  the  Manager may (i) require the
          transferring  Member to  execute  and  acknowledge  an  instrument  of
          transfer  in form and  substance  satisfactory  to the  Manager and to
          reimburse  the  Company  for  all  expenses   reasonably  incurred  in
          connection with the Transfer,  and (ii) require the transferee to make
          certain  representations and warranties to the Company and Members and
          to  accept,  adopt  and  approve  in  writing  all  of the  terms  and
          provisions of this Agreement.  A transferee shall become a substituted
          Member  effective upon the  satisfaction  of all of the conditions for
          such Transfer contained in this Article 5.3.

     (g)  In the event of a Transfer or in the event of a distribution of assets
          of the Company to any Member,  the  Company,  in the sole and absolute
          discretion of the Manager,  may, but shall not be required to, file an
          election  under  Article  754 of the Code and in  accordance  with the
          applicable  U.S.  Treasury  regulations,  to  cause  the  basis of the
          Company's  assets to be adjusted  for federal  income tax  purposes as
          provided by Articles 734 or 743 of the Code,

5.4.     Transfer of Interest of Manager


     (a)  The Manager may not  transfer  its Unit in the Company  other than (i)
          pursuant to a  transaction  not deemed to involve an assignment of its
          investment  management  obligations within the meaning of the Advisers
          Act, or (ii) with the approval of Members whose Membership Percentages
          represent  more than fifty percent (50%) of the aggregate  Percentages
          of all Members.  By  executing  this  Agreement,  each Member shall be
          deemed to have consented to any such transfer  permitted by clause (i)
          of the preceding sentence.

     (b)  The Manager  shall  promptly  notify the Members if Thomas  Scozzafava
          shall  for any  reason  cease  to be  active  in the  business  of the
          Manager.

5.5.     Withdrawal of Interests of Members

     (a)  The Interest of a Member in the Company may not be withdrawn  from the
          Company  prior to its  dissolution  except as provided in this Article
          5.5.

     (b)  If the 100% of the Company's holdings are liquid investments  (defined
          as cash or publicly-traded Securities):

          (1)  After  the  fifth  anniversary  of  a  Member's  initial  capital
               contribution in the Company,  a Member may  voluntarily  withdraw
               all or part of his  Interest in the Company as of the last day of
               each calendar quarter by giving irrevocable written notice to the
               Manager  at  the  principal   office  of  the  Company  at  least
               forty-five  (45)  days  prior  to the  proposed  withdrawal  date
               indicating  the  withdrawal  date and amount to be withdrawn from
               such Member's Capital Account in such notice. The Manager may, in
               its sole discretion,  waive the foregoing  notice  requirement or
               fifth  anniversary  requirement.  Except  with the consent of the
               Manager,  a withdrawal of less than a Member's entire Interest in
               the Company may be made only in integral multiples of $5,000, and
               any  withdrawal  which  leaves a  remaining  balance of less than
               $50,000 in a Member's  Capital  Account  may be deemed a complete
               withdrawal.

          (2)  Notwithstanding Article 5.5(b)(1), if investors request aggregate
               withdrawals  of more  than ten  percent  (10%)  of the  aggregate
               assets of the  Company,  effective  as of the end of any calendar
               quarter,  then the  Company  may  limit the  withdrawals  by each
               Member (on a pro rata  basis with each other  Member) so that not
               more  than  10% of  the  aggregate  assets  of  the  Company  are
               withdrawn in such calendar quarter.  Any amount which a Member is
               not  permitted to withdraw as of the end of any calendar  quarter
               shall be carried  forward and withdrawn as of the end of the next
               following calendar quarter, subject to the same ten percent (10%)
               limitation referred to in the preceding  sentence,  provided that
               the  limitations  in this Article  5.5(b)(2)  shall not delay the
               withdrawal of any amount subject to a withdrawal  notice for more
               than  twelve (12)  months  after the date on which such  original
               notice  would have been  effective in the absence of this Article
               5.5(2).

          (3)  The Manager may voluntarily  withdraw part of its Interest in the
               Company as of the last day of each  calendar  month  pursuant  to
               this Article 5.5 without giving notice to the Members.

          (4)  Except as provided in Article 5.5(b)(6), payment of the amount of
               such  withdrawal  shall be made in cash  within  thirty (30) days
               after  the  effective  date  of  withdrawal,   without  interest;
               provided,  however,  that any Member  withdrawing at least ninety
               percent (90%) of such Member's  Capital  Account shall be paid at
               least  ninety  percent  (90%) of the  amount  of such  withdrawal
               within  thirty (30) days after the  effective  date of withdrawal
               and  shall  be paid  any  remaining  balance  promptly  following
               completion of the audit of the Company's financial statements for
               the Fiscal Year which  includes the effective  date of withdrawal
               (with  interest on any unpaid balance from the 30th day after the
               withdrawal  date to the date or dates of payment at the  broker's
               call rate  available to the Company from time to time during such
               period).  The Manager may deduct from any withdrawal  payments or
               otherwise charge to the withdrawing  Member a charge of up to two
               percent  (2%) of the  amount  withdrawn,  to  reflect  actual  or
               estimated   costs  to  the  Company  and   existing   Members  of
               liquidating  portfolio  positions of the Company in order to fund
               such  withdrawal,  and such  amount  shall be  determined  by the
               Manager  in its  sole  discretion.  The  Manager  may  assess  an
               additional charge in connection with any withdrawal, representing
               a ratable  portion of the Company's  organization  expenses which
               have not yet been fully  amortized.  The  amount of such  charges
               retained by the Company in connection with any withdrawal, net of
               any actual costs and expenses of processing the withdrawal, shall
               be allocated  among and  credited to the Capital  Accounts of all
               Members  on the  commencement  of the Fiscal  Period  immediately
               following the effective date of the withdrawal in accordance with
               their respective Membership Percentages at such time.

          (5)  Upon receipt by the Manager of a Member's  notice of intention to
               withdraw  assets from the  Company,  the  Manager  shall have the
               discretion to manage the Company's assets in a manner which would
               provide for cash being available to satisfy such Member's request
               for  withdrawal,  but the Manager shall be under no obligation to
               effect sales of Company assets if the Manager, in its discretion,
               determines  that such  transactions  might be  detrimental to the
               Interest of the other Members or that such  transactions  are not
               reasonably  practicable.  In  the  event  that  on  the  date  of
               withdrawal the  withdrawal  cannot be fully funded with cash, the
               Manager may transfer certain  Securities to the Member,  the fair
               market  value of which  along  with  any cash  distributed  would
               satisfy the  Member's  request for  withdrawal.  The right of any
               Member to Withdraw or of any Member to have distributed an amount
               from his  Capital  Account  pursuant  to the  provisions  of this
               Article  5.5 is subject to the  provision  by the Manager for all
               Company  liabilities and for reserves for contingencies  provided
               for in Article 3.6 herein.

          (6)  The right of any Member to withdraw capital from the Company,  or
               to receive a  distribution  from the  Company,  pursuant  to this
               Article 5.5 may be suspended or restricted:

               (i)  when any such withdrawal  would result in a violation by the
                    Company or the Manager of the  securities or commodity  laws
                    of the United States or any other relevant  jurisdiction  or
                    the rules of any self-regulatory  organization applicable to
                    the Company or the Manager;

               (ii) when  any  securities  exchange  or  organized  inter-dealer
                    market  on  which a  significant  portion  of the  Company's
                    Securities   is   regularly   traded  or  quoted  is  closed
                    (otherwise  than for  holidays) or trading  thereon has been
                    restricted or suspended;

               (iii) whenever the Manager determines that disposal of any assets
                    of the  Company or other  transactions  involving  the sale,
                    transfer or delivery of funds, Securities or other assets in
                    the  ordinary  course  of  the  Company's  business  is  not
                    reasonably  practicable  without  being  detrimental  to the
                    Interests of the withdrawing or remaining Members;

               (iv) if, for any reason, it is not reasonably practicable to make
                    an accurate and timely determination of the net value of the
                    Company's assets; or

               (v)  if  any  event  has   occurred   which  may  result  in  the
                    termination of the Company.

The Manager  will  promptly  notify each Member who has  submitted a  withdrawal
request and to whom  payment in full of the amount being  withdrawn  has not yet
been remitted of any suspension of withdrawal or distribution rights pursuant to
this Article 5.5(b)(6).  The Manager may allow any such Members to rescind their
withdrawal  request to the extent of any portion  thereof  for which  withdrawal
proceeds have not yet been remitted.  The Manager may in its discretion complete
any  withdrawals  or  distributions  as of a date  after  the  cause of any such
suspension  has ceased to exist to be specified by the Manager as the  effective
date of withdrawal for all purposes of this Article 5.5.

          (7)  A  withdrawing  Member  shall not share in the income,  gains and
               losses of the Company or have any other  rights as a Member after
               the  effective  date of the  withdrawal  except  as  provided  in
               Article 3.6. The Schedule of Members  shall be amended to reflect
               such withdrawal.

     (c)  If  the  Company's  holdings  are  100%  illiquid  investments  or are
          partially liquid and partially illiquid investments:

          (1)  A Member may voluntarily  withdraw all or part of his Interest in
               the Company after the eighth  anniversary of the Member's initial
               capital  contribution  in the Company,  subject to the  following
               provisions of this Section 5(c)

          (2)  The  withdrawing   Member's  rights  and  obligations   shall  be
               determined  by the  terms  of  subsections  5(b)(1)  through  and
               including  5(b)(6)  above,  except as those terms are modified by
               any terms in this section 5(c).

          (3)  Payment to the  withdrawing  Member for the value of the illiquid
               investments   shall  be  by  transfer  to  such  Member  of  such
               investments in kind, in a type and in an amount determined by the
               Manager to represent on a book value basis the value necessary to
               pay such  Member,  when  combined  with the cash  payment to such
               Member, the withdrawal amount to which such Member is entitled.


                                   ARTICLE VI
                                   LIQUIDATION

6.1. General.

          (a)  Selection of  Liquidator.  If the Company is dissolved and is not
               reconstituted, then the Manager (or if a Manager has been removed
               for Cause, a Liquidator chosen by those parties specified in this
               Article; or if a Manager has retired,  resigned or withdrawn,  or
               is in Bankruptcy,  any remaining Manager; or if there are no such
               other  Managers  or  if  all  remaining  Managers  have  retired,
               resigned or withdrawn, then a liquidator or liquidating committee
               selected by Approval of the Nonaffiliated Members) shall begin to
               wind up the affairs of the Company and to liquidate  and sell its
               assets,  all pursuant to the Act.  The party or parties  actually
               conducting  the  liquidation  in  accordance  with the  foregoing
               sentence,  whether  a  Manager,  a  Member  as  liquidator,  or a
               liquidating committee, is herein referred to as the "Liquidator."

          (b)  Duties  and  Qualifications.  The  Liquidator  (if  other  than a
               Manager) shall have sufficient  business expertise and competence
               to conduct the winding up and  termination of the Company and, in
               the course thereof,  to cause the Company to perform any existing
               or future contractual obligations of the Company. The Liquidator,
               subject to the Approval of the Members, shall determine the time,
               manner and terms of any sale or sales of  property of the Company
               in  liquidation,  having due regard to the activity and condition
               of  the  relevant  market  and  general  financial  and  economic
               conditions.

          (c)  Compensation.  The  Liquidator  (if  other  than  a  Manager)  is
               entitled to receive reasonable  compensation for its services, as
               agreed upon by the Liquidator and Approved by the Members.

          (d)  Resignation;  Removal;  Succession.  The Liquidator may resign at
               any time by giving  fifteen (15) days' prior  written  notice and
               may be removed at any time,  with or  without  cause,  by written
               notice of removal Approved by the Nonaffiliated  Members.  On the
               death,  dissolution,  removal or resignation of the Liquidator, a
               successor and substitute  Liquidator  (who shall have and succeed
               to all the rights,  powers and duties of the original Liquidator)
               will,  within  thirty  (30)  days  thereafter,  be  appointed  by
               Approval  of the  Nonaffiliated  Members,  evidenced  by  written
               appointment  and  acceptance.  The right to  appoint a  successor
               substitute  Liquidator  in the manner  provided  herein  shall be
               recurring  and  continuing  for  so  long  as the  functions  and
               services of the  "Liquidator"  are  authorized to continue  under
               this Agreement,  and every reference  herein to the  "Liquidator"
               refers also to any successor or substitute  Liquidator  appointed
               in the  manner  herein  provided.  The  Liquidator  has  and  may
               exercise,  without further authorization or consent of any of the
               parties  hereto or their legal  representatives  or successors in
               interest,  all of the powers conferred by this Agreement upon the
               Manager to the extent  necessary  or  desirable in the good faith
               judgment of the  Liquidator to perform its duties and  functions.
               The  Liquidator  is not  liable  as a  Manager  hereunder  to the
               Members or to third party creditors.

6.2. Court Appointment of Liquidator.

If,  within  thirty (30) days after the date of  dissolution,  a  Liquidator  or
successor Liquidator has not been appointed in the manner provided therein, then
any Member or the Manager may make  application to the then senior United States
Federal  District  Judge  (in his or her  judicial  capacity)  for the  State of
Delaware in which the Company has its registered  office, for appointment of the
Liquidator or successor Liquidator, and that judge shall be fully authorized and
empowered to appoint and designate the Liquidator or successor  Liquidator,  who
shall have the powers,  duties,  rights and authorities of the Liquidator herein
provided.

6.3. Distribution of Assets.

In winding up and terminating the business and affairs of the Company, its
assets (other than cash) shall be sold at the discretion of the Liquidator, its
liabilities and obligations to creditors and all expenses incurred in its
liquidation shall be paid, and all resulting items of income, gain, loss or
deduction of the Company shall be credited or charged to the Capital Accounts of
the Members in accordance with Article III. Any Member may be a purchaser of
assets of the Company at one or more liquidation sales.

The net  proceeds  from those  sales  (after  deducting  all  selling  costs and
expenses in connection therewith), shall be distributed among the Members with a
positive Capital Account,  in proportion to those positive Capital Accounts.  If
there is a discrepancy  between the amount  distributable to a Member under this
provision and the positive balance in such Member's Capital Account,  then items
of Net  Income  and Net Loss for the  fiscal  year of the  liquidation  shall be
allocated  among the Members in a manner  such that the Capital  Account of each
Member,  immediately  after giving effect to such  allocation,  is, as nearly as
possible,  equal  (proportionately)  to the amount  distributable to such Member
under  this  Agreement.  If any assets of the  Company  are  distributed  to the
Members in kind, any  unrealized  gain or loss with respect to such assets shall
be allocated to the Members' respective Capital Accounts as though the assets in
question had been sold on the date of  distribution  and, after giving effect to
any such adjustment, such assets shall be distributed in the manner described in
this Article and Article  4.5. The  Liquidator  shall be  instructed  to use all
reasonable efforts to effect complete liquidation of the Company within one year
after the date on which the Company is  dissolved.  Each holder of a  Membership
Unit shall look solely to the assets of the Company  for all  distributions  and
shall have no  recourse  therefor  (on  dissolution  or  otherwise)  against the
Company,  the Members,  the Manager or the Liquidator.  On the completion of the
liquidation of the Company and the distribution of all funds of the Company, the
Company shall terminate and the Manager (or the Liquidator,  as the case may be)
may execute and record all documents  required to effectuate the dissolution and
termination of the Company.

6.3. Distributions in Kind.

If the Company shall be wound up (whether the  liquidation  is voluntary,  under
supervision  or by the court),  the  Liquidator may divide among the Members the
whole or any part of the assets of the  Company,  and  whether or not the assets
shall  consist of property of a single kind,  and may for such purposes set such
value as he deems fair upon any one or more class or  classes of  property,  and
may determine how such division  shall be carried out as among the Members.  The
Liquidator may, with the like authority, vest any part of the assets in trustees
upon such  trusts for the  benefit of  Members as the  Liquidator  with the like
authority, as it shall determine appropriate, and the liquidation of the Company
may be  closed  and  the  Company  dissolved,  but so that no  Member  shall  be
compelled to accept any Membership Units in respect of which there is liability.

6.4. Creation of Reserves.

After  making  payment or  provision  for payment of all fixed and  determinable
debts and  liabilities  of the Company  and all  expenses  of  liquidation,  the
Liquidator  may set up,  for a period  not to exceed  one year after the date of
dissolution,  the cash reserves that the Liquidator deems  reasonably  necessary
for any contingent or unforeseen liabilities or obligations of the Company.

6.5. Final Accounting.

Within a reasonable time after completing the liquidation,  the Liquidator shall
supply to each of the Members a  statement  which shall set forth the assets and
the liabilities of the Company as of the date of complete  liquidation,  the Pro
Rata  portion  of each  Member of  distributions,  and the  amount  retained  as
reserves by the Liquidator.

                                   ARTICLE VII
                           ACCOUNTING AND VALUATIONS;
                                BOOKS AND RECORDS

7.1.    Accounting and Reports

          (a)  The Company may adopt for tax accounting  purposes any accounting
               method which the Manager  shall decide in its sole  discretion is
               in the best interests of the Company and which is permissible for
               U.S. federal income tax purposes.

          (b)  As soon as  practicable  after the end of each Fiscal  Year,  the
               Manager shall cause an examination of the financial statements of
               the  Company as of the end of each such Fiscal Year to be made on
               a  review  or  equivalent  basis  by a firm of  certified  public
               accountants   selected  by  the  Manager;   and  as  soon  as  is
               practicable  thereafter,  a copy of a set of financial statements
               prepared  in  accordance  with  generally   accepted   accounting
               principles,   including  the  report  of  such  certified  public
               accountants, shall be furnished to each Member.

          (c)  As soon as  practicable  after the end of each taxable year,  the
               Manager shall furnish to each Member such  information  as may be
               required to enable each Member properly to report for federal and
               state income tax purposes his distributive  share of each Company
               item of income, gain, loss, deduction or credit for such year.

          (d)  To the extent  required  by the  Advisers  Act the  Manager  will
               notify in writing each Member of any change in the  membership of
               the Manager within a reasonable time after the change.

7.2.     Valuation of Company Assets and Interests

          (a)  The Manager shall value or have valued the liquid  Securities and
               other liquid assets of the Company as of the close of business on
               the last day of each Fiscal  Period and the  illiquid  Securities
               and  other  illiquid  assets  of the  Company  and the  close  of
               business on the last day of each fiscal year.  In  addition,  the
               Manager shall value Securities which are being (i) contributed in
               kind as of their date of contribution pursuant to Article 3.1(d),
               or (ii)  distributed in kind as of their date of  distribution in
               accordance  with  Article  5.5(b)(5),  5.5(c)(3),  or 6.1(b).  In
               determining  the  value of the  assets of the  Company,  no value
               shall be placed on the  goodwill or name of the  Company,  or the
               office records, files, statistical data or any similar intangible
               assets of the Company not  normally  reflected  in the  Company's
               accounting  records,  but there shall be taken into consideration
               any related  items of income  earned but not  received,  expenses
               incurred  but not yet  paid,  liabilities  fixed  or  contingent,
               prepaid  expenses to the extent not  otherwise  reflected  in the
               books of  account,  and the value of  options or  commitments  to
               purchase or sell Securities  pursuant to agreements  entered into
               on or prior to such valuation date.  Valuation of Securities made
               pursuant  to this  Article  7.2  shall be  based on all  relevant
               factors and is expected to comply  generally  with the  following
               guidelines:

               (i)  The market  value of each  Security  listed or traded on any
                    recognized foreign or U.S.  securities exchange shall be the
                    last reported sale price at the relevant  valuation  date on
                    the  composite  tape or on the  principal  exchange on which
                    such  Security is traded.  If no such sale of such  Security
                    was  reported  on that date,  the market  value shall be the
                    average of the last reported bid and asked price. The market
                    value of any  security  quoted in the United  States  NASDAQ
                    National Market List or comparable foreign  over-the-counter
                    quotation  system  shall be  determined  in like  manner  by
                    reference to the last  reported  sale price,  or, if none is
                    available, to the average of the last reported bid and asked
                    quotation,  as reported by NASDAQ or the comparable  foreign
                    over-the-counter quotation system.

               (ii) The market value of each  Security  which is not listed on a
                    recognized foreign or U.S.  securities exchange or quoted in
                    the  NASDAQ  National  Market  List  or  comparable  foreign
                    over-the-counter  quotation system shall be as determined by
                    the  Manager.  The good faith  determination  by the Manager
                    shall be final and binding on all Members.

               (iii) Dividends  declared  but not yet  received  and rights,  in
                    respect  of  Securities  which  are  quoted  ex-dividend  or
                    ex-rights,  shall be recorded at the fair value thereof,  as
                    determined  by the Manager,  which may (but need not) be the
                    value so  determined  on the day such  Securities  are first
                    quoted ex-dividend or ex-rights.

               (iv) Listed  options,  or  over-the-counter   options  for  which
                    representative  brokers' quotations are available,  shall be
                    valued in the same manner as above listed.  Premiums for the
                    sale  of  such  options  written  by the  Company  shall  be
                    included in the assets of the Company,  and the market value
                    of such options shall be included as a liability.

               (v)  The  value  of  unrealized  gain or  loss  on  open  futures
                    contracts  shall be recorded as the  difference  between the
                    contract  price  on the  trade  date and the  closing  price
                    reported as of the valuation date on the primary exchange on
                    which such contracts are traded.

          (b)  The fair value of any assets not referred to in paragraph (a) (or
               the valuation of any assets referred to therein in the event that
               the Manager  shall  determine  that there is no active  market or
               that   another   method  of   valuation   is   advisable  in  the
               circumstances)   shall  be  determined  by  or  pursuant  to  the
               direction of the Manager.

          (c)  Except as  otherwise  determined  by or at the  direction  of the
               Manager:   (i)  investment  and  trading  transactions  shall  be
               accounted  for on the  trade  date;  and  (ii)  for  purposes  of
               determining gain or loss on investment,  cost of investments sold
               shall be determined on the first-in,  first-out  basis.  Accounts
               shall be  maintained  in U.S.  dollars,  and except as  otherwise
               determined by or at the direction of the Manager:  (A) assets and
               liabilities  denominated  in currencies  other than U.S.  dollars
               shall be  translated  at the rates of  exchange  in effect at the
               close of the Fiscal  Period (and  exchange  adjustments  shall be
               recorded in the results of  operations);  and (B)  investment and
               trading  transactions and income and expenses shall be translated
               at  the  rates  of  exchange  in  effect  at  the  time  of  each
               transaction.

          (d)  The value of each Security and other asset of the Company and the
               net worth of the Company as a whole  determined  pursuant to this
               Article 7.2 shall be conclusive and binding on all of the Members
               and all parties  claiming  through or under them absent bad faith
               or manifest error on the part of the Manager,  and may not in any
               event be disputed  after the  completion of the next audit of the
               financial statements of the Company.

7.3.    Determinations by Manager

          (a)  All matters concerning the determination and allocation among the
               Members of the amounts to be determined and allocated pursuant to
               Articles 3.4 through 3.8 hereof,  and the items of income,  gain,
               deduction,  loss  and  credit  to  be  determined  and  allocated
               pursuant to Article 3.9 hereof,  including  any taxes thereon and
               accounting procedures applicable thereto,  shall be determined by
               the Manager unless  specifically and expressly otherwise provided
               for by the provisions of this Agreement,  and such determinations
               and allocations shall be final and binding on all the Members.

          (b)  The Manager may make such  adjustments to the  computation of Net
               Profit or Net Loss,  the  Performance  Change with respect to any
               Member, or any component items comprising any of the foregoing as
               it considers  appropriate  to reflect  fairly and  accurately the
               financial  results of the  Company  and the  intended  allocation
               thereof among the Members.

7.4.    Books and Records

The Manager shall keep books and records  pertaining  to the  Company's  affairs
showing all of its assets and liabilities, receipts and disbursements,  realized
income, gains and losses, Members' Capital Accounts and all transactions entered
into by the Company.  Such books and records of the Company shall be kept at its
principal  office,  and all  Members  and  their  representatives  shall  at all
reasonable  times have free  access  thereto for the  purpose of  inspecting  or
copying the same.

7.5.     Confidentiality

          (a)  Each Member agrees to keep confidential,  and not to make any use
               of (other than for purposes reasonably related to its interest in
               the Company or for purposes of filing such  Member's tax returns)
               or disclose to any person,  any information or matter relating to
               the Company and its affairs and any information or matter related
               to any investment of the Company  (other than  disclosure to such
               Member's   directors,    employees,    agents,    advisors,    or
               representatives  responsible for matters  relating to the Company
               or to any other person  approved in writing by the Manager  (each
               such  person  being  hereinafter  referred  to as an  "Authorized
               Representative"));   provided   that  (i)  such  Member  and  its
               Authorized Representatives may make such disclosure to the extent
               that (x) the information to be disclosed is publicly known at the
               time  of  proposed   disclosure  by  such  Member  or  Authorized
               Representative,  (y)  the  information  otherwise  is or  becomes
               legally known to such Member other than through disclosure by the
               Company or the Manager, or (z) such disclosure is required by law
               or  in  response  to  any  governmental   agency  request  or  in
               connection  with an  examination  by any  regulatory  authorities
               (provided that such agency, regulatory authorities or association
               is aware of the confidential nature of the information disclosed)
               and (ii) such Member and its Authorized  Representatives may make
               such disclosure to such Member's  beneficial owners to the extent
               required under the terms of its arrangements with such beneficial
               owners.  Prior to making any  disclosure  required  by law,  each
               Member  must use its best  efforts to notify the  Manager of such
               disclosure.   Prior   to  any   disclosure   to  any   Authorized
               Representative  or beneficial owner, each Member must advise such
               Authorized  Representative or beneficial owner of the obligations
               set forth in this Article 7.5(a).

          (b)  The Manager has the right to keep  confidential from the Members,
               for such  period of time as the  Manager  in its sole  discretion
               deems  reasonable,  any information which the Manager in its sole
               discretion  reasonably  believes  to be in the  nature  of  trade
               secrets or other  information the disclosure of which the Manager
               in its sole  discretion  believes is not in the best interests of
               the Company or could  damage the Company or its business or which
               the Company is required by law or agreement with a third party to
               keep confidential.

          (c)  The Manager may, in its sole  discretion,  disclose to any of the
               Company's prospective investors such information relating, to the
               Company or the Company's  investments as the Manager  believes in
               good faith will benefit the Company and. facilitate an investment
               in the Company by such prospective investors.

7.6. Legend.

Each  Member  hereby  agrees  that the  following  legend  may be  placed on any
counterpart  of this  Agreement,  the  Certificate,  or any  other  document  or
instrument evidencing ownership of a Membership Unit:

          THE SECURITIES  REPRESENTED BY THIS  INSTRUMENT HAVE BEEN ACQUIRED FOR
          INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
          1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT  REGISTRATION,
          THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED AT ANY TIME
          WHATSOEVER, EXCEPT ON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL
          SATISFACTORY  TO THE MANAGER OF THE COMPANY THAT  REGISTRATION  IS NOT
          REQUIRED  FOR THE  TRANSFER  OR THE  SUBMISSION  TO THE MANAGER OF THE
          COMPANY OF OTHER  EVIDENCE  SATISFACTORY  TO THE MANAGER TO THE EFFECT
          THAT ANY TRANSFER  WILL NOT BE IN VIOLATION OF THE  SECURITIES  ACT OF
          1933, AS AMENDED, ANY APPLICABLE STATE SECURITIES LAWS OR ANY RULES OR
          REGULATIONS  PROMULGATED THEREUNDER.  ADDITIONALLY,  ANY SALE OR OTHER
          TRANSFER OF THESE SECURITIES IS SUBJECT TO CERTAIN  RESTRICTIONS  THAT
          ARE SET FORTH IN THE LIMITED LIABILITY COMPANY OPERATING  AGREEMENT OF
          THE COMPANY.

                                  ARTICLE VIII
                                  MISCELLANEOUS

8.1    Notices

Any notice  provided or  permitted to be given under this  Agreement  must be in
writing,  and may be  served  by  depositing  same in the  United  States  mail,
addressed to the Member to be  notified,  postage  prepaid,  and  registered  or
certified, with a return receipt requested. Notices by facsimile shall be deemed
to  have  been  received  on  the  date  reflected  on any  confirmation  of the
transmission thereof.  Notice served in any other manner shall be deemed to have
been given if and when  actually  received  by the  addressee.  For  purposes of
notices,  the addresses  and  facsimile  numbers of the Members are set forth on
Exhibit A hereof. Each notice given by registered mail shall be deemed delivered
and effective on the date of delivery as shown on the return  receipt,  and each
notice  delivered  in any other manner shall be deemed to be effective as of the
time of actual delivery thereof.  Failure of or delay in delivery of any copy of
a notice shall not impair the effectiveness of any notice given to any Member as
specified in this  Agreement.  Each Member may change his address and  facsimile
number for notice by the giving of notice thereof in the manner provided above.

8.2    Interpretation

The  construction  and validity of this Agreement and the rights and obligations
of the respective  parties  hereunder  shall be governed by and  interpreted and
enforced in accordance with Delaware law.

8.3    Terms

Common nouns and pronouns shall be deemed to refer to the  masculine,  feminine,
neuter,  singular, and plural, as the identity of the person or persons, firm or
corporation  may in the  context  require.  Any  reference  to the Code or other
statutes or laws shall include all amendments, modifications, or replacements of
the specific Articles and provisions concerned.

8.4    References

Unless otherwise expressly stated,  references to numbered or lettered articles,
Articles  and  subArticles  herein  contained  are  to  articles,  Articles  and
subArticles  of this  Agreement.  The  terms  "herein,"  "hereof,"  "hereunder,"
"hereby," "this  Agreement" and other similar  references  shall be construed to
mean and include this Limited  Liability  Company  Operating  Agreement  and all
amendments  thereof and  supplements  thereto  unless the context  shall clearly
indicate or require otherwise.

8.5    Severability

If any  provision  of  this  Agreement  or the  application  to  any  Person  or
circumstances  shall be invalid or unenforceable to any extent, the remainder of
this  Agreement  and the  application  of such  provisions  to other  Persons or
circumstances  shall  not be  affected  thereby  and  shall be  enforced  to the
greatest extent permitted by law.

8.6    No Third-Party Beneficiary

This  Agreement is made solely and  specifically  between and for the benefit of
the parties hereto and their respective  successors and assigns,  subject to the
expressed  provisions  hereof  relating to successors and assigns,  and no other
Person whatsoever has any rights, interest, or claims hereunder or is or will be
entitled to any benefits  under or on account of this Agreement as a third-party
beneficiary or otherwise unless specifically provided in this Agreement.

8.7    Absolute and Sole Discretion

Except as otherwise provided in this Agreement, all actions which any Member may
take and all determinations which any Member may make pursuant to this Agreement
may be taken and made at the sole and absolute discretion of that Member.

8.8    Binding Effect

Subject to the provisions of this Agreement  relating to  transferability,  this
Agreement shall be binding on and inure to the benefit of the parties  signatory
hereto, and their respective distributees, successors and assigns.

8.9    Complete Agreement

This Agreement constitutes the complete and exclusive statement of the agreement
between and among the Members and replaces and supersedes all prior  agreements,
except for any agreement  executed  contemporaneously  herewith by and among the
Members,  or any of them,  contemporaneously  herewith,  except letters from the
Manager  to  Members  confirming  that no  other  Members  have  been or will be
admitted  to the  Company  on terms more  favorable  (through  guarantees,  side
agreements or otherwise) than the terms  specified in this Agreement  applicable
to all Members.  This Agreement supersedes all written and oral statements,  and
no  representation,  statement,  condition,  or warranty  not  contained in this
Agreement  shall  be  binding  on the  Members  or  have  any  force  or  effect
whatsoever.  No Member has  rendered  any  services to or on behalf of any other
Member or the  Company,  and no Member shall have any rights with respect to any
services that might be alleged to have been rendered.

8.10   Additional Documents and Acts

In connection with this Agreement,  as well as all transactions  contemplated by
this Agreement,  each Member shall,  on the request of the Manager,  execute and
deliver such  additional  documents and  instruments and perform such additional
acts as may be necessary or appropriate  to  effectuate,  carry out, and perform
all of the terms,  provisions  and  conditions  of this  Agreement  and all such
transactions.

8.11   Counterparts

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

8.12   Reliance on Authority

If a Member is a Person other than a natural person, the Company and the Manager
(i) are not  required to  determine  the  authority  of the Person  signing this
Agreement to make any  commitment or  undertaking on behalf of such entity or to
determine any fact or  circumstance  bearing upon the existence of the authority
of such Person;  (ii) are not required to see to the application or distribution
of proceeds paid or credited to Persons signing this Agreement on behalf of that
entity;  (iii) are entitled to rely on the authority of the Person  signing this
Agreement  with  respect to the  giving of  consent on behalf of such  entity in
connection with any matter for which consent is permitted or required under this
Agreement;  and (iv)  are  entitled  to rely on the  authority  of any  Manager,
manager,  joint venturer,  or successor trustee,  or president or vice president
(as the case may be),  of any such  Person  the same as if the  Person  were the
Person originally signing this Agreement on behalf of that entity.

8.13   Amendment

The terms and  provisions  of this  Agreement  may be modified or amended at any
time and from  time-to-time by the Approval of the Members;  provided,  that (i)
without the  Approval of the Members or Approval of the  Nonaffiliated  Members,
the  Manager may amend this  Agreement  to make a change  that is  necessary  or
desirable to correct any  ambiguity,  to correct or supplement  any provision in
this  Agreement  that would be  inconsistent  with any other  provision  in this
Agreement and to make such other  provision with respect to matters or questions
arising under this Agreement that will not be  inconsistent  with the provisions
of this Agreement,  so long as the change does not materially  adversely  affect
the  Members;  and (ii) the  consent of each  Member  must be  obtained  for any
amendment  which would (A) increase the capital  commitment of such Member,  (B)
alter the provisions of Article 4 of this Agreement in anyway that would have an
adverse  effect on such Member  different  from the effect on all  Members,  (C)
adversely  affect his or its  limited  liability  as a Member,  or (D) alter the
provisions of Article 6 hereof.

8.14   Title to Property

The Members desire and intend that legal title to all property of the Company be
held and conveyed in the name of the Company. To the extent that any property of
the Company is held in the name of a Manager,  the property shall be deemed held
by that Manager as agent and nominee for and on behalf of the Company.  Property
acquired by or standing in the name of any Member shall be conclusively presumed
not to be Company  property,  unless an  instrument  in  writing,  signed by the
Member, specifies to the contrary.

8.15   Other Business

Each  Member may be engaged in a business or  businesses  other than that of the
Company without being accountable or liable to the Company for the breach of any
fiduciary obligation.

8.16   Representations

Notwithstanding  anything herein to the contrary,  each Member hereby represents
and  warrants to the  Company,  each  Manager,  and to each  officer,  director,
shareholder,  controlling person and agent of each Manager that (i) the Interest
in the Company of such Member is acquired for  investment  purposes only for its
own  account  and not with a view to or in  connection  with  any  distribution,
re-offer,  resale or other disposition not in compliance with the Securities Act
of 1933, as amended and the rules and  regulations  thereunder  (the "1933 Act")
and  applicable  state  securities  laws;  (ii)  such  Member  is an  accredited
investor;  (iii)  such  Member,  alone or  together  with  its  representatives,
possesses such expertise, knowledge and sophistication in financial and business
matters generally, and in the type of transactions in which the Company proposes
to engage in  particular,  that it is  capable  of  evaluating  the  merits  and
economic risks of acquiring and holding its Membership Unit in the Company; (iv)
such  Member  has had  access  to all of the  information  with  respect  to its
Interest in the Company that it deems  necessary  to make a complete  evaluation
thereof,  and has had the  opportunity to question the Manager  concerning  such
interest;  (v) such Member's decision to acquire its Interest in the Company for
investment  has been based  solely  upon the  evaluation  made by it;  (vi) such
Member is aware that it must bear the  economic  risk of its  investment  in the
Company for an indefinite  period of time because  Interests in the Company have
not been  registered  under the 1933 Act or under the securities laws of various
states,  and therefore,  cannot be sold unless such  Interests are  subsequently
registered  under the 1933 Act and any applicable  state  securities  laws or an
exemption from  registration is available;  (vii) such Member is aware that only
the Company can take  action to  register  such  Interest in the Company and the
Company is under no such  obligation  and does not  propose to attempt to do so;
and (viii) such Member is aware that the Agreement provides  restrictions on the
ability of the  Member to sell,  transfer,  assign,  mortgage,  hypothecate,  or
otherwise encumber its Interest in the Company.

8.17   Power of Attorney

Each Member  hereby  constitutes  and appoints  the Manager,  with full power of
substitution, its true and lawful attorney-in-fact,  and empowers and authorizes
such attorney,  in the name, place and stead of such Member,  to make,  execute,
sign, swear to,  acknowledge and file in all necessary or appropriate places all
documents relating to the Company and its activities, including, but not limited
to: (i) this Agreement and any amendments  thereto  approved as provided herein;
(ii) the Certificate and any amendments thereto,  under the laws of the State of
Delaware  or in any other state or  jurisdiction  in which such filing is deemed
advisable by the Manager; (iii) any applications,  forms, certificates,  reports
or other documents  which may be requested or required by any foreign,  federal,
state or local governmental agency, securities exchange, securities association,
self-regulatory  organization,  or  similar  institution  and which  are  deemed
necessary or advisable by the Manager;  (iv) any other  instrument  which may be
required to be filed or  recorded in any state or county or by any  governmental
agency  (foreign or domestic),  or which the Manager deems  advisable to file or
record,  including  without  limitation,  certificates  of assumed name; (v) any
documents  which may be  required  to effect  the  continuation  of the  Company
pursuant to the terms  hereof,  the  admission of new Members,  the admission of
substitute  Members,  the  withdrawal  of  a  Manager  or  the  dissolution  and
termination of the Company, provided such continuation, admission or dissolution
and  termination  are in accordance  with the terms of the  Agreement;  (vi) any
elections  contained  in the Code or state law  governing  taxation  of  limited
liability  companies;  and (vii) any other  documents  or items  relating to the
performance of ministerial duties or functions  necessary for the conduct of the
business of the Company. Each Member hereby ratifies, confirms and adopts as its
own,  all actions  that may be taken by such  attorney-in-fact  pursuant to this
Article 8.17. This power of attorney is coupled with an interest, is irrevocable
and shall continue  notwithstanding  the  subsequent  incapacity or death of the
Member.  Each Member  and/or his assignee,  transferee or  successor-in-interest
shall execute and deliver to the Manager an executed and appropriately notarized
power of attorney in such form  consistent  with the  provisions of this Article
8.17 as the Manager may request.

     IN WITNESS WHEREOF, this Agreement is effective as of the day and year
first above written.


                                   MANAGER:
                                   SEAWAY VALLEY CAPITAL CORPORATION
                                     a Delaware corporation

                                   By: Thomas W. Scozzafava
                                   Its: President & CEO





                                    MEMBERS:

                                    WISEBUYS STORES, INC.
                                    a Delaware corporation

                                    By: Thomas W. Scozzafava
                                    Its: Treasurer and CFO



<PAGE>



                                    EXHIBIT A


Company

Name:                                   Seaway Valley Fund, LLC

Principal Office:                       10-18 Park Street, 2nd Floor
                                        Gouverneur, NY 13642

Contact Information:                    315-287-1122 (phone)
                                        315-287-7529 (fax)


                                        Contact: Thomas W. Scozzafava

Registered Agent:                       American Incorporators Ltd.
                                        1220 North Market Street, Suite 606
                                        Wilmington, DE 19801

Manager

Name:                                   Seaway Valley Capital Corporation

Principal Office:                       10-18 Park Street, 2nd Floor
                                        Gouverneur, NY 13642

Contact Information:                    315-287-1122 (phone)
                                        315-287-7529 (fax)


                                        Contact: Thomas W. Scozzafava

Legal

Name:                                   Hiscock & Barclay LLP

Principal Office:                       Financial Plaza
                                        Post Office Box 4878
                                        221 South Warren Street
                                        Syracuse, New York 13221-4878