
<PAGE>


                LIMITED LIABILITY COMPANY OPERATING AGREEMENT

                                      OF

                                  ARHC, LLC

          LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") of
ARHC, LLC, is entered into as of the 22nd day of February, 1999, by Triarc
Companies, Inc., a Delaware corporation, as the sole member of the limited
liability company (the "Member").

          The Member hereby forms a limited liability company pursuant to and
in accordance with the Delaware Limited Liability Company Act (6 Del.C. 'SS'
18-101, et seq.), as amended from time to time (the "Act"), and hereby agrees
as follows:

          1. Name. The name of the limited liability company formed hereby is
ARHC, LLC (the "Company").

          2. Purpose. The Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

          3. Registered Office. The address of the registered office of the
Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware
19805.

          4. Registered Agent. The name and address of the registered agent of
the Company for service of process on the Company in the State of Delaware is
The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19805.

          5. Powers of the Company.

             (a) The Company shall have the power and authority to take any and
all actions necessary, appropriate, advisable, convenient or incidental to or
for the furtherance of the purpose set forth in Section 2, including, but not
limited to, the power:

                 (A) to conduct its business, carry on its operations and have
and exercise the powers granted to a limited liability company by the Act in any












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                                                                               2

state, territory, district or possession of the United States or in any foreign
country that may be necessary, convenient or incidental to the accomplishment of
the purpose of the Company;

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

                 (C) to enter into, perform and carry out contracts of any kind,
including, without limitation, contracts with the Member, any Manager (as
hereinafter defined) or any person or other entity that directly or indirectly
controls, is controlled by, or is under common control with the Member (any such
person or entity, an "Affiliate"), or any agent of the Company necessary to, in
connection with, convenient to, or incidental to, the accomplishment of the
purpose of the Company. For purposes of the definition of Affiliate, the term
"control" means possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of an entity, whether through
ownership of voting securities or otherwise;

                 (D) to purchase, take, receive, subscribe for or otherwise
acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or
otherwise dispose of, and otherwise use and deal in and with, shares or other
interests in or obligations of domestic or foreign corporations, associations,
general or limited partnerships (including, without limitation, the power to be
admitted as a partner thereof and to exercise the rights and perform the duties
created thereby), trusts, limited liability companies (including, without
limitation, the power to be admitted as a member or appointed as a manager
thereof and to exercise the rights and perform the duties created thereby), and
other entities or individuals, or direct or indirect obligations of the United
States or any foreign country or of any government, state, territory,
governmental district or municipality or of any instrumentality of any of them;

                 (E) to lend money for any proper purpose, to invest and
reinvest its funds, and to take and hold real and personal property for the
payment of funds so loaned or invested;

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

                 (G) to appoint employees and agents of the Company, and define
their duties and fix their compensation; 












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                                                                               3

                 (H) to indemnify any person or entity and to obtain any and all
types of insurance;

                 (I) to cease its activities and cancel its insurance;

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

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

                 (L) to guarantee indebtedness, including indebtedness of
subsidiaries of the Company;

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

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

             (b) The Company may merge with, or consolidate into, another
Delaware limited liability company or other business entity (as defined in
Section 18-209(a) of the Act) upon the written consent of the Member, in its
sole discretion.

          6. Member. The name and the business, residence or mailing address of
the member of the Company are as follows:

<TABLE>
<CAPTION>
Name:                                      Address: 
----                                       -------  
<S>                                        <C>                  
RC/Arby's Corporation                      1000 Corporate Drive 
                                           Fort Lauderdale, Florida 33334
</TABLE>

          7. Powers of Member. The Member shall have the power to exercise any
and all rights and powers granted to the Member pursuant to the express terms of
this Agreement. Except as otherwise specifically provided by this Agreement or
required by the Act, the Board of Managers (as hereinafter defined) shall have
the power to act for and on behalf of, and to bind, the Company. Each of Brian
L. Schorr,











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                                                                               4

Stuart I. Rosen and Colleen A. Keating is hereby designated as an authorized
person, with the meaning of the Act, to execute, deliver and file the
certificate of formation of the Company and any amendments and/or restatements
thereof (the "Certificate of Formation") and any other certificates (and any
amendments and/or restatements thereof) necessary for the Company to qualify to
do business in a jurisdiction in which the Company may wish to conduct business.

          8. Management.

             (a) General Powers. The business and affairs of the Company shall
be managed by or under the direction of the Board of Managers, which may
exercise all such powers of the Company and perform all such lawful acts and
things as are not by the Act, the Certificate of Formation or this Agreement
directed or required to be exercised or performed by the Member.

             (b) Number and Term of Office. The number of Managers shall be
three or such other number as shall be fixed from time to time by the Member.
Managers need not be Members. Managers shall be elected by written consent of
the Member and each Manager shall hold office until his successor is elected and
qualified or until his earlier death or resignation or removal in the manner
hereinafter provided.

             (c) Resignation. Any Manager may resign at any time by written
notice to the Board of Managers. Such resignation shall take effect at the time
specified in such notice or, if the time be not specified, upon receipt thereof
by the Board of Managers. Unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.

             (d) Removal. Any or all of the Managers may be removed, with or
without cause, at any time by written consent of the Member.

             (e) Vacancies. Vacancies occurring on the Board of Managers as a
result of the removal of Managers without cause may be filled only by written
consent of the Member. Vacancies occurring on the Board of Managers for any
other reason, including, without limitation, vacancies occurring as a result of
the creation of new manager positions that increase the number of Managers, may
be filled by such vote or written consent of the Board of Managers or by written
consent of the Member. If the number of Managers then in office is less than a
quorum, such other vacancies may be filled by vote of a majority of the Managers
then in office or by written consent of the Board of Managers or the Member.
Unless earlier removed pursuant to Section 8.4 hereof, each Manager chosen in
accordance with this Section 8.5 shall hold office until the next annual
election of Managers by the Member and until his or her successor shall be
elected and qualified.












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                                                                               5

             (f) Meetings.

                 (i) Times and Places of Meetings. The Board of Managers may
hold meetings, both regular and special, either within or without the State of
Delaware. The times and places for holding meetings of the Board of Managers may
be fixed from time to time by resolution of the Board of Managers or (unless
contrary to a resolution of the Board of Managers) in the notice of the meeting.

                 (ii) Annual Meetings. As soon as practicable after each annual
election of Managers by the Member, the Board of Managers shall hold its annual
meeting, without notice of such meeting, for the purposes of organization, the
election of officers and the transaction of other business. The annual meeting
of the Board of Managers may be held at any other time and place specified in a
notice given as provided in Section 8.6.4 hereof for special meetings of the
Board of Managers or in a waiver of notice thereof.

                 (iii) Regular Meetings. Regular meetings of the Board of
Managers may be held without notice at such times and at such places as shall
from time to time be determined by the Board of Managers.

                 (iv) Special Meetings. Special meetings of the Board of
Managers may be called by the Chairman, the President or the Secretary or by any
two or more Managers then serving on at least one day's notice to each Manager
given by one of the means specified in Section 8.6.7 hereof other than by mail,
or on at least three days' notice if given by mail. Special meetings shall be
called by the Chairman, President or Secretary in like manner and on like notice
on the written request of any two or more of the Managers then serving.

                 (v) Telephone Meetings. Managers or members of any committee
designated by the Board of Managers may participate in a meeting of the Board of
Managers or of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 8.6.5 shall constitute presence in person at such meeting.

                 (vi) Adjourned Meetings. A majority of the Managers present
at any meeting of the Board of Managers, including an adjourned meeting, whether
or not a quorum is present, may adjourn such meeting to another time and place.
At least one day's notice of any adjourned meeting of the Board of Managers
shall be given to each Manager whether or not present at the time of the
adjournment, if such notice shall be given by one of the means specified in
Section 8.6.7 hereof other than by mail, or at least three days' notice if by
mail. Any business may be transacted












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                                                                               6

at an adjourned meeting that might have been transacted at the meeting as
originally called.

                 (vii) Notice Procedure. Subject to Sections 8.6.4 and 8.6.6
hereof, whenever, under the provisions of any statute, the Certificate of
Formation or this Agreement, notice is required to be given to any Manager, such
notice shall be deemed given effectively if given in person or by telephone, by
mail addressed to such Manager at such Manager's address as it appears on the
records of the Company, with postage thereon prepaid, or by telegram, telex,
telecopy or similar means addressed as aforesaid.

                 (viii) Waiver of Notice. Whenever the giving of any notice is
required by statute, the Certificate of Formation or this Agreement, a waiver
thereof, in writing, signed by the person or persons entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance by a person at a meeting shall
constitute a waiver of notice of such meeting except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business on the ground that the meeting has not been
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Managers or a
committee of the Board of Managers need be specified in any written waiver of
notice unless so required by statute, the Certificate of Formation or this
Agreement.

                 (ix) Organization. At each meeting of the Board of Managers,
the Chairman, or in the absence of the Chairman the President, or in the absence
of the President a chairman chosen by a majority of the Managers present, shall
preside. The Secretary shall act as secretary at each meeting of the Board of
Managers. In case the Secretary shall be absent from any meeting of the Board of
Managers, an Assistant Secretary shall perform the duties of secretary at such
meeting; and in the absence from any such meeting of the Secretary and all
Assistant Secretaries, the person presiding at the meeting may appoint any
person to act as secretary of the meeting.

                 (x) Quorum of Managers. The presence in person of a majority of
the entire Board of Managers shall be necessary and sufficient to constitute a
quorum for the transaction of business at any meeting of the Board of Managers,
but a majority of a smaller number may adjourn any such meeting to a later date.

                 (xi) Action by Majority Vote. Except as otherwise expressly
required by statute, the Certificate of Formation or this Agreement, the act of
a majority of the Managers present at a meeting at which a quorum is present
shall be the act of the Board of Managers.












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                                                                               7

                 (xii) Action Without Meeting. Unless otherwise restricted by
statute, the Certificate of Formation or this Agreement, any action required or
permitted to be taken at any meeting of the Board of Managers or of any
committee thereof may be taken without a meeting if all Managers or members of
such committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board of Managers
or committee.

                 (xiii) Compensation. The Board of Managers may determine the
compensation of Managers. In addition, as determined by the Board of Managers,
Managers may be reimbursed by the Company for their expenses, if any, in the
performance of their duties as Managers. Managers who serve as members of any
committee of the Board of Managers in consideration of serving as such shall be
entitled to such additional amount per annum or such fees for attendance at
committee meetings, or both, as the Board of Managers may from time to time
determine, together with reimbursement for their expenses, if any, in the
performance of their duties. No such compensation or reimbursement shall
preclude any Manager from serving the Company in any other capacity and
receiving compensation therefor.

                 (xiv) No Management by Managers. Except as otherwise expressly
provided herein, the Member shall not take part in the day-to-day management, or
the operation or control of the business and affairs, of the Company.


          9. Committees of the Board of Managers. The Board of Managers may, by
resolution passed by a vote of the entire Board of Managers, designate one or
more committees, each committee to consist of one or more of the Managers of the
Company. The Board of Managers may designate one or more Managers as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of such committee. If a member of a committee shall be absent from
any meeting, or disqualified from voting thereat, the remaining member or
members present and not disqualified from voting, whether or not such member or
members constitute a quorum, may, by a unanimous vote, appoint another member of
the Board of Managers to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Managers passed as aforesaid, shall have and may
exercise all the powers and authority of the Board of Managers in the management
of the business and affairs of the Company, and may authorize the seal of the
Company to be impressed on all papers that may require it, to the extent
permitted by the Act, the Certificate of Formation and this Agreement. Unless
otherwise specified in the resolution of the Board of Managers designating a
committee, at all meetings of such committee a majority of the total number of
members of the committee shall constitute a quorum for the transaction of
business, and the vote of a majority of the members of the committee present at
any meeting at which there is a quorum shall be the act of the committee. Each
committee shall keep regular minutes of its meetings. Unless the Board of
Managers otherwise












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                                                                               8

provides, each committee designated by the Board of Managers may make, alter and
repeal rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board of Managers
conducts its business pursuant to Section 8 of this Agreement.

          10. Officers.

             (a) Executive Officers. At the organization meeting of the Board of
Managers at its annual meeting, the Board of Managers shall elect as executive
officers of the Company a Chairman and Chief Executive Officer, a President and
Chief Operating Officer, a Secretary and a Treasurer, and may elect as executive
officers of the Company one or more Chairmen Emeritus, Vice Chairmen, Executive
Vice Presidents and Senior Vice Presidents. All such executive officers elected
by the Board of Managers are referred to in this Agreement as "Executive
Officers." The Board of Managers may from time to time appoint such other
officers and agents of the Company as the interests of the Company may require
and may fix their duties and terms of office. To the extent permitted by law,
any number of offices may be held by the same person.

             (b) Other Officers. In addition to the Executive Officers elected
by the Board of Managers pursuant to Section 10. 1, the Chairman and Chief
Executive Officer and the President and Chief Operating Officer may from time to
time appoint such other officers of the Company, including Vice Presidents,
Assistant Vice Presidents, Staff Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Controllers, as the interests of the Company may
require (the "Other Officers"); provided, however, that no Other Officer may be
appointed to the office of Chairman Emeritus, Vice Chairman, President and Chief
Operating Officer, Executive Vice President, Senior Vice President, Secretary or
Treasurer. Each appointment of an Other Officer shall be in writing and shall
set forth the duties of the Other Officer being appointed and, subject to
Section 10.3, such officer's term of office. 

             (c) Term of Office. Each Executive Officer shall hold office until
the annual meeting of the Board of Managers next succeeding such officer's
election and until such officer's successor is elected and qualified, or until
such officer's election and until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation, retirement or
removal. Each Other Officer shall hold office for a term to be decided by the
appointing Chairman and Chief Executive Officer or President and Chief Operating
Officer; provided, however, that no such term shall be for a period longer than
the term of office of the appointing Chairman and Chief Executive Officer or
President and Chief Operating Officer.

             (d) Removal of Officers. Any Executive Officer or Other Officer
may be removed from office with or without cause at any time by the












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                                                                               9

affirmative vote of a majority of the Board of Managers. Any Other Officer may
be removed from office at any time with or without cause by the Chairman and
Chief Executive Officer or the President and Chief Operating Officer.

             (e) Vacancies. A vacancy in any Executive Office or Other Office
arising from any cause may be filled for the unexpired portion of the term by
the Board of Managers. A vacancy in any Other Office arising from any cause may
be filled for the unexpired portion of the term by the Chairman and Chief
Executive Officer or the President and Chief Operating Officer.

             (f) Compensation of Officers. The salaries or compensation, if any,
of all Executive Officers shall be fixed by the Board of Managers or the
Compensation Committee of the Board of Managers, if there be one. The salaries
or compensation of the Other Officers and division officers, if there be any,
may be fixed from time to time by the Board of Managers, the Chairman and Chief
Executive Officer or the President and Chief Operating Officer.

             (g) Chairman and Chief Executive Officer. The Chairman and Chief
Executive Officer shall be Chairman of the Board of Managers and of the
Executive Committee, if any, shall be the chief executive officer of the Company
and, subject to the control of the Board of Managers, shall have general charge
and control of the business and affairs of the Company with power and authority,
when acting in the ordinary course of business of the Company, in the name and
on behalf of the Company and under its seal attested by the Secretary or an
Assistant Secretary of the Company, or otherwise, to (i) execute and deliver
agreements, contracts, certificates and other instruments, (ii) purchase and
accept delivery of stocks, bonds, evidences of interest and indebtedness, rights
and options to acquire the same, and all other securities, whether negotiable or
non-negotiable, (iii) sell, assign, transfer and deliver all stocks, bonds,
evidence of interest and indebtedness, rights and options to acquire the same,
and all other securities, corporate or otherwise, now or hereafter standing in
the name of or owned beneficially by the Company, (iv) open and maintain
accounts with banking institutions, including investment banks and brokerage
firms, and (v) borrow from banks and other financial institutions, including
investment banks and brokerage firms, such sums of money for such periods of
time and upon such terms as such officer shall deem necessary or appropriate,
and execute and deliver notes, other evidences of indebtedness and agreements
for the repayment of any sums so borrowed in the name and on behalf of the
Company; provided, however, that no borrowing pursuant to this clause (v) shall
have an original maturity of more than one year. Such officer shall preside at
all meetings of stockholders of the Company and the Board of Managers at which
such officer is present. Such officer shall perform all other duties and enjoy
all other powers which are commonly incident to the office of Chairman and Chief
Executive Officer, or are delegated to such officer from time to time by the
Board of Managers or are or may at any time be authorized or required by law.











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             (h) Chairman Emeritus and Vice Chairmen of the Board. The Chairman
Emeritus and Vice Chairmen of the Board, if there by any, shall be members of
the Board of Managers and shall have such powers and perform such
duties as may from time to time be assigned to them by the Board of Managers,
the Chairman and Chief Executive Officer or the President and Chief Operating
Officer.

             (i) President and Chief Operating Officer. The President and Chief
Operating Officer shall be a member of the Board of Managers and of the
Executive Committee, if any, shall be the chief operating officer of the Company
responsible for directing, administering and coordinating the business
operations of the Company in accordance with policies, goals and objectives
established by the Board of Managers and the Chairman and Chief Executive
Officer with power and authority, when acting in the ordinary course of
business of the Company, in the name and on behalf of the Company and under its
seal attested by the Secretary or an Assistant Secretary of the Company, or
otherwise, to, (i) executive and deliver agreements, contracts, certificates and
other instruments, (ii) purchase and accept delivery of stocks, bonds, evidences
of interest and indebtedness, rights and options to acquire the same, and all
other securities, whether negotiable or non-negotiable, (iii) sell, assign,
transfer and deliver all stocks, bonds, evidences of interest and indebtedness,
rights and options to acquire the same, and all other securities, corporate or
otherwise, now or hereafter standing in the name of or owned beneficially by the
Company, (iv) open and maintain accounts with banking institutions, including
investment banks and brokerage firms, and (v) borrow from banks and other
financial institutions, including investment banks and brokerage firms, such
sums of money for such periods of time and upon such terms as such officer shall
deem necessary or appropriate, and execute and delivery notes, other evidences
of indebtedness and agreements for the repayment of any sums so borrowed in the
name and on behalf of the Company; provided, however, that no borrowing pursuant
to this clause (v) shall have an original maturity of more than one year. Such
officer shall perform all other duties and enjoy all other powers which are
commonly incident to the office of President and Chief Operating Officer or
which are delegated to such officer by the Board of Managers or the Chairman
and Chief Executive Officer. In the absence of the Chairman and Chief Executive
Officer, the President and Chief Operating Officer shall perform all duties and
may exercise all powers of the Chairman and Chief Executive Officer and shall
preside at meetings of Members of the Corporation and the Executive Committee.


             (j) Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents Elected by the Board. The Executive Vice Presidents, the Senior Vice
Presidents and the Vice Presidents elected by the Board of Managers pursuant to
Section 10. 1, if there be any, shall have such powers and perform such duties
as may from time to time be assigned to them by the Board of Managers, the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer.











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                                                                              11


             (k) Secretary. The Secretary shall record the proceedings of all
meetings of Members of the Company and of the Board of Managers which such
officer attends in a book or books to be kept for that purpose. Such officer
shall attend to the giving and serving of all notices on behalf of the Company,
shall have custody of the records and the seal of the Company and shall affix
the seal to any instrument which requires the seal of the Company. Such officer
shall, in general, perform all the duties and functions incident to the office
of Secretary and shall also perform such other duties as may from time to time
be assigned to such officer by the Board of Managers, the Chairman and Chief
Executive Officer or the President and Chief Operating Officer. 

             (l) Treasurer. The Treasurer shall have custody and control of all
funds and securities of the Company, except as otherwise provided by the Board
of Managers. Such officer shall keep full and accurate accounts of all receipts
and disbursements of the Company in books to be kept for that purpose, shall
deposit all money and other valuable effects in the name and to the credit of
the Company in such depositories as may be designated by the Board of Managers,
and shall render to the Chairman and Chief Executive Officer, the President and
Chief Operating Officer or the Board of Managers, whenever any of them may
require it, an account of all such officer's transactions as Treasurer and an
account of the financial condition of the Company. Such officer shall also
perform such other duties as may from time to time be assigned to such officer
by the Board of Managers, the Chairman and Chief Executive Officer or the
President and Chief Operating Officer. 

             (m) Powers and Duties of Other Officers. The Other Officers shall
have such powers and perform such duties as may from time to time be assigned to
them by the Board of Managers, the Chairman and Chief Executive Officer or the
President and Chief Operating Officer. 

          11. Dissolution. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or
dissolution of the Member or the occurrence of any other event which terminates
the continued membership of the Member in the Company, or (c) the entry of a
decree of judicial dissolution under Section 18-802 of the Act.

          12. Capital Contribution. The Member is not required to make any
capital contribution to the Company.

          13. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated to the Member.

          14. Distributions. Distributions shall be made to the Member at the
times and in the amounts determined by the Board of Managers.










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                                                                              12

          15. Tax Classification. The Member intends that the Company be
disregarded as an entity separate from the Member for Federal tax purposes
effective as of the date of this Agreement. The Member shall not file any
election for the Company to be taxable as an association for Federal tax
purposes.

          16. Assignments. The Member may assign in whole or in part its limited
liability company interest. An assignee of limited liability company interests
shall become a member of the Company upon satisfaction of the conditions set
forth in Section 17 of this Agreement.

          17. Resignation. The Member may resign from the Company at any time.

          18. Admission of Additional Members. One or more additional members of
the Company may be admitted to the Company with the consent of the Member. Prior
to the admission of any such additional member of the Company, the Member shall
amend this Agreement to make such changes as the Member shall determine to
reflect the fact that the Company shall have more than one member and each
additional member shall execute and deliver a counterpart of this Agreement, as
amended. 

          19. Liability of Member. The Member shall not have any liability for
the obligations or liabilities of the Company except to the extent provided in
the Act.

          20. Indemnification 

              (a) Exculpation.

                  1) For purposes of this Agreement, the term "Covered Persons"
means the Member, any Manager, any Affiliate of the Member or any Manager and
any officers, directors, shareholder, partners or employees of the Member or any
Manager and their respective Affiliates, and any officer, employee or expressly
authorized agent of the Company or its Affiliates.

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

                  3) A Covered Person shall be fully protected in relying in
good faith upon the records of the Company and upon such information, opinions,











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reports or statements presented to the Company by any person or entity as to
matters the Covered Person reasonably believes are within the professional or
expert competence of such person or entity and who or which has been selected
with reasonable care by or on behalf of the Company, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which distributions to the er properly be paid.

              (b) Duties and Liabilities of Covered Persons.

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

                  2) Unless otherwise expressly provided herein, (a) whenever a
conflict of interest exists or arises between Covered Persons, or (b) whenever
this Agreement or any other agreement contemplated herein or therein provides
that a Covered Person shall act in a manner that is, or provides terms that are,
fair and reasonable to the Company or the Member, the Covered Person shall
resolve such conflict of interest, taking such action or providing such terms,
considering in each case the relative interest of each party (including its own
interest) to such conflict, agreement, transaction or situation and the benefits
and burdens relating to such interests, any customary or accepted industry
practices, and any applicable generally accepted accounting practices or
principles. In the absence of bad faith by the Covered Person, the resolution,
action or term so made, taken or provided by the Covered Person shall not
constitute a breach of this Agreement or any other agreement contemplated herein
or of any duty or obligation of the Covered Person at law or in equity or
otherwise. 

                  3) Whenever in this Agreement a Covered Person is permitted or
required to make a decision (a) in its "discretion" or under a grant of similar
authority or latitude, the Covered Person shall be entitled to consider only
such interests and factors as it desires, including its own interests, and shall
have no duty or obligation to give any consideration to any interest of or
factors affecting the Company or any other Person, or (b) in its "good faith" or
under another express standard, the Covered Person shall act under such express
standard and shall not be subject to any other or different standard imposed by
this Agreement or other applicable law.

             (c) Indemnification. To the fullest extent permitted by applicable
law, a Covered Person shall be entitled to indemnification from the Company for
any loss,












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damage or claim incurred by such Covered Person by reason of any act or omission
performed or omitted by such Covered Person in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of authority
conferred on such Covered Person by this Agreement, except that no Covered
Person shall be entitled to be indemnified in respect of any loss, damage or
claim incurred by such Covered Person by reason of gross negligence or willful
misconduct with respect to such acts or omissions; provided, however, that any
indemnity under this Section 20 shall be provided out of and to the extent of
Company assets only, and no Covered Person shall have any personal liability on
account thereof. 

             (d) Expenses. To the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by a Covered Person in defending any
claim, demand, action, suit or proceeding shall, from time to time, be advanced
by the Company prior to the disposition of such claim, demand, action, suit or
proceeding upon receipt by the Company of an undertaking by or on behalf of the
Covered Person to repay such amount if it shall be determined that the Covered
Person is not entitled to be indemnified as authorized in Section 20 hereof.

             (e) Insurance. The Company may purchase and maintain insurance, to
the extent and in such amounts as the Board of Managers shall, in its sole
discretion, deem reasonable, on behalf of Covered Persons and such other persons
or entities as the Board of Managers shall determine, against any liability that
may be asserted against or expenses that may be incurred by any such person or
entity in connection with the activities of the Company or such indemnities,
regardless of whether the Company would have the power to indemnify such person
or entity against such liability under the provisions of this Agreement. The
Board of Managers and the Company may enter into indemnity contracts with
Covered Persons and adopt written procedures pursuant to which arrangements are
made for the advancement of expenses and the funding of obligations under
Section 20 hereof and containing such other procedures regarding indemnification
as are appropriate.

          21. Outside Business. The Member or Affiliate thereof may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Company, and the Company and the Member shall have no rights by virtue of this
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Company, shall not be deemed wrongful or improper. The Member
or Affiliate thereof shall not be obligated to present any particular investment
opportunity to the Company even if such opportunity is of a character that, if
presented to the Company, could be taken by the Company and the Member or
Affiliate thereof shall have the right to take for its own account (individually
or as a partner, shareholder, fiduciary or otherwise) or to recommend to others
any such particular investment opportunity.




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          22. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, without regard to the rules of 
conflict of laws thereof.




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