Amended and Restated Operating Agreement

                                       for

                               Foote Creek IV, LLC

                      A Delaware Limited Liability Company



This AMENDED AND RESTATED OPERATING AGREEMENT (this "Agreement") for Foote Creek
IV, LLC  ("Company")  dated as of October  31,  2001,  is entered  into and made
effective  by Cinergy  Global  Foote  Creek IV,  Inc.,  a  Delaware  corporation
("Member") with reference to the following facts:

A. Foote Creek IV, LLC is a Delaware limited liability company formed by SeaWest
WindPower,  Inc.,  a  California  corporation  ("SeaWest  Member,"and  sometimes
referred to as "Initial  Member").  The  Certificate of Formation of the Company
was filed with the  Secretary  of State of Delaware on October  25,  1999.  This
Agreement is an amendment to the Second Amended and Restated Operating Agreement
of Foote Creek IV, LLC,  effective as of October 2, 2000, (the "Prior  Operating
Agreement");

B. Member now wishes to replace the Prior Operating Agreement in its entirety by
entering  into this  Agreement to provide for the  governance of the Company and
the conduct of its business as a limited liability company. This Agreement shall
be considered the "Limited  Liability  Company  Agreement" of the Company within
the meaning of Section 18-101(7) of the Act.

NOW THEREFORE,  the Prior Operating  Agreement is wholly replaced and superseded
by this Agreement in its entirety and this Agreement shall read as follows:

1. Definitions

Capitalized  terms used in this Agreement  shall have the meanings  respectively
given  thereto in this Section 1 or elsewhere in this  Agreement and when not so
defined shall have the meanings set forth in the Act.

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

"Affiliate"  means, with respect to any Member,  any person:  (i) that owns more
than 5 % of the voting interests in the Member; or (ii) in which the Member owns
more  than 5% of the  voting  interests;  or (iii) in which  more than 5% of the
voting  interests are owned by a Person who has a  relationship  with the Member
described in clause (i) or (ii) above.

"Agreement" means this Amended and Restated Operating  Agreement for Foote Creek
IV, LLC as may be amended from time to time.

"Capital  Account"  means the  account to be  maintained  by the  Company on the
Company's books and records for each Member in accordance with Section 3.6.

"Capital  Contribution"  means, with respect to any Member,  the total amount of
cash and the  Gross  Asset  Value of any  other  assets  contributed  or  deemed
contributed  to the  Company  by the Code (net of  liabilities  secured  by such
contributed  property  that the Company is considered to assume or take "subject
to" under Code Section 752) or services  rendered or a promissory  note or other
binding  obligation  to  contribute  cash or  assets or to  render  services  as
permitted under the Act in  consideration  of Membership  Rights held by such. A
Capital Contribution shall not be deemed a loan.

"Capital  Proceeds"  means the gross  receipts  received by the  Company  from a
Capital Transaction.

"Capital Transaction" means any transaction other than in the ordinary course of
business which results in the Company's  receipt of cash or other  consideration
other than Capital  Contributions,  including,  without limitation,  proceeds of
sales or exchanges or other  dispositions of property other than in the ordinary
course of  business,  financings,  refinancings,  condemnations,  recoveries  of
damage awards and insurance proceeds.

"Cash  Flow"  means  all cash  funds  derived  from  operations  of the  Company
(including  interest  received on reserves),  without reduction for any non-cash
charges,  but less cash funds used to pay current operating  expenses and to pay
or establish  reasonable  reserves for future expenses,  debt payments,  capital
improvements,  and  replacements as determined by the Managers.  Cash Flow shall
include net proceeds from all sales,  refinancings,  and other  dispositions  of
Company  property  that the  Managers  deem in excess of the  amount  reasonably
necessary for the  operating  requirements  of the Company.  Cash Flow shall not
include Capital  Proceeds but shall be increased by the reduction of any reserve
previously established.

"Certificate  of Formation"  means the  Certificate  of Formation of the Company
filed with the Secretary of State of Delaware in accordance  with the Act by the
Initial Member on October 25, 1999.

"Code" means the Internal Revenue Code of 1986, as amended, or any corresponding
provision of any succeeding law.

"Company" means Foote Creek IV, LLC, a Delaware limited liability company.

"Company  Assets"  means  all the  direct  and  indirect  interests  in real and
personal  property owned by the company from time to time and shall include both
tangible and intangible property (including cash).

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

"EWG" means an exempt wholesale  generator as such term is defined in Section 32
of PUHCA, as added by Section 711 of the Energy Policy Act of 1992.

"Fiscal Year" shall have the meaning given in Section 2.7.

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

     (i)  The initial Gross Asset Value of any item of property  contributed  by
          Member to the  Company  shall be the gross fair  market  value of such
          asset, as mutually agreed by the contributing Member and the Company;

     (ii) The Gross  Asset  Values of all  Company  Assets  shall be adjusted to
          equal their  respective  gross fair market values (taking Code Section
          7701(g)  into  account)  in   accordance   with   Regulation   Section
          1.704-1(b)(2)(iv)(f)  and  as  determined  by  the  Members  as of the
          following times: (a) the acquisition of an additional  interest in the
          Company by any new or existing  Member in exchange  for more than a de
          minimis Capital Contribution; (b) the distribution by the Company to a
          Member  of more  than a de  minimis  amount  of  Company  property  as
          consideration for an interest in the Company;  and (c) the liquidation
          of  the   Company   within   the   meaning   of   Regulation   Section
          1.704-1(b)(2)(ii)(g), provided that an adjustment described in clauses
          (a) and (b) of  this  paragraph  shall  be  made  only if the  Members
          reasonably  determine that such adjustment is necessary to reflect the
          relative Interests of the Members in the Company;

     (iii)The Gross Asset  Value of any item of Company  Assets  distributed  to
          any Member  shall be  adjusted  to equal the gross fair  market  value
          (taking Code Section  7701(g) into  account) of such asset on the date
          of  distribution  as mutually  agreed by the receiving  Member and the
          Company; and

     (iv) The Gross  Asset  Values of  Company  Assets  shall be  increased  (or
          decreased) to reflect any  adjustments  to the adjusted  basis of such
          assets  pursuant  to  Code  Section  732 or Code  Section  734 or Code
          Section 743,  subject to the  limitations  imposed by Code Section 755
          and only to the extent that such adjustments are taken into account in
          determining   Capital   Accounts   pursuant  to   Regulation   Section
          1.704-1(b)(2)(iv)(m)  and  subparagraph  (e) of the definition of "Net
          Profits" or "Net Losses";  provided,  however, that Gross Asset Values
          shall not be adjusted pursuant to this subparagraph (iv) to the extent
          that an  adjustment  pursuant  to  subparagraph  (ii) is  required  in
          connection  with a  transaction  that  would  otherwise  result  in an
          adjustment pursuant to this subparagraph (iv).

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

"Initial Member" means the SeaWest Member.

"Interest"  means an Interest  Holder's  share of the Profits and Losses of, and
the right to receive  distributions  from the Company,  but does not include any
other rights of a Member including,  without limitation, the right to vote or to
participate in management,  or any right to information  concerning the business
and affairs of the Company.

"Interest Holder" means any Person who holds an Interest, whether as a Member or
as an assignee of a Member who has not been admitted to the Company as a Member.

"Involuntary  Withdrawal"  means, with respect to any Member,  the occurrence of
any of the following events;

     (i)  the Member makes an assignment for the benefit of creditors;

     (ii) the Member files a voluntary petition of bankruptcy;

     (iii)the  Member is  adjudged  bankrupt  or  insolvent  or there is entered
          against the Member an order for relief in any bankruptcy or insolvency
          proceeding;

     (iv) the  Member  files a  petition  or answer  seeking  for the Member any
          reorganization,  arrangement, composition, readjustment,  liquidation,
          dissolution, or similar relief under any statute, law, or regulation;

     (v)  the Member seeks,  consents to, or acquiesces in the  appointment of a
          trustee,  receiver,  or  liquidator  of  the  Member  or of all or any
          substantial part of the Member's properties;

     (vi) the Member files an answer or other  pleading  admitting or failing to
          contest  the  material  allegations  of a petition  filed  against the
          Member in any proceeding described in Subsections (i) through (v);

     (vii)within one hundred  twenty days (120) days of any  proceeding  against
          the   Member   seeking   reorganization,   arrangement,   composition,
          readjustment,  liquidation,  dissolution,  or similar relief under any
          statute,  law, or regulation if the proceeding has not been dismissed,
          or  within  ninety  (90)  days  after the  appointment  of a  trustee,
          receiver,  or liquidator for the Member or all or any substantial part
          of  the  Member's   properties   without  the  Member's  agreement  or
          acquiescence,  which  appointment is not vacated or stayed,  or if the
          appointment  is stayed,  for ninety (90) days after the  expiration of
          the stay which period the appointment is not vacated;

     (viii) if the Member is an individual,  the Member's death or  adjudication
          by a court of  competent  jurisdiction  as  incompetent  to manage the
          Member's person or property;

     (ix) if the  Member is acting as a Member by virtue of being a trustee of a
          trust, the termination of the trust:

     (x)  if the Member is a partnership or another limited  liability  company,
          the dissolution  and  commencement of winding up of the partnership or
          limited liability company;

     (xi) if the Member is a corporation,  the dissolution of the corporation or
          the revocation of its charter; or

     (xii)if the Member is an estate,  the  distribution by the fiduciary of the
          estate's entire interest in the limited liability company.

"Manager(s)" is the Person(s)  designated as such in Article 5 of this Agreement
or who is later elected as a Manager pursuant to the terms of this Agreement.

"Member"  means  Cinergy  Global  Foote  Creek  IV,  Inc.  and  any  Person  who
subsequently is admitted as a Member of the Company in accordance with the terms
of this Agreement.

"Membership  Interest"  means the entire  ownership  interest of a Member in the
Company at any particular time, including without limitation: (i) Interest, (ii)
right to inspect the Company's books and records; and (iii) right to participate
in the management of and vote on matters coming before the Company.

"Minimum  Gain" of the Company,  as provided in Regulation  Section  1.704-2(d),
means the total amount of gain the Company would realize for federal  income tax
purposes if it disposed of all assets  subject to their  respective  nonrecourse
liabilities for no consideration other than the full satisfaction thereof.

"Negative  Capital  Account" means a Capital Account with a balance of less than
zero.

"Nonrecourse  Deduction"  has  the  meaning  set  forth  in  Regulation  Section
1.704-2(b)(1).  The amount of  Nonrecourse  deductions for a Company fiscal year
equals the net increase in the amount of Company Minimum Gain during that fiscal
year,  reduced (but not below zero) by the aggregate amount of any distributions
during  that  fiscal  year of  proceeds  of a  Nonrecourse  Liability  that  are
allocable to an increase in Company Minimum Gain.

"Nonrecourse  Liability"  has  the  meaning  set  forth  in  Regulation  Section
1.752-1(a)(2).

"Percentage"  means, as to a Member, the percentage set forth after the Member's
name on Exhibit A of this Agreement,  as amended from time to time, and as to an
Interest  Holder who is not a Member,  the Percentage of the Member(s)  Interest
that has been  acquired  by such  Interest  Holder,  to the extent the  Interest
Holder has succeeded to that Member's Interest.

"Person" means an individual,  partnership,  limited partnership, trust, estate,
association,  corporation,  limited liability company, or other entity,  whether
domestic or foreign.

"Positive  Capital  Account" means a Capital Account with a balance greater than
zero.

"Profit"  and  "Loss"  means,  for each  Fiscal  Year of the  Company  (or other
period),  an amount equal to the Company's  taxable income or loss determined in
accordance  with Code Section  703(a)(for  this  purposes,  all items of income,
gain,  loss or  deduction  required  to be stated  separately  pursuant  to Code
Section  703(a)(1)  shall be  included  in  taxable  income or  loss),  with the
following adjustments:

     (i)  any tax exempt  income of the Company  shall be included in  computing
          Profit and Loss;

     (ii) any expenditures of the Company described in Code Section 705(a)(2)(B)
          (or    treated    as   such    pursuant    to    Regulation    Section
          1.704-1(b)(2)(iv)(i))   and  not  otherwise   taken  into  account  in
          computing Profit or Loss, shall be subtracted from Profit or Loss;

     (iii)gain or Loss  resulting  from any  disposition  of any Company  Assets
          where such gain or Loss is recognized  for federal income tax purposes
          shall be computed by reference to the Gross Asset Value of the Company
          Assets disposed of notwithstanding that the adjusted tax basis of such
          Company Assts differs from its Gross Asset Value;

     (iv) in lieu of the  depreciation,  amortization  and other  cost  recovery
          deductions  taken into  account in computing  such  taxable  income or
          loss,  there shall be taken into account  Depreciation for such Fiscal
          Year;

     (v)  if the  Gross  Asset  Value  of  any  Company  Asset  is  adjusted  in
          accordance with subparagraphs (ii) or (iii) of the definition thereof,
          the  amount of such  adjustment  shall be taken  into  account  in the
          taxable year of such  adjustment as gain or loss from the  disposition
          of such asset for the purposes of computing Profit of Loss; and

     (vi) notwithstanding any other provision of this definition, any items that
          are specially  allocated  pursuant to Section 4.2.2 shall not be taken
          into account in computing Profit and Loss.

"PUHCA" means the Public Utility  Holding  Company Act of 1935 and all rules and
regulations adopted thereunder.

"Regulation"   means  the  income  tax  regulations,   including  any  temporary
regulations, from time to time promulgated under the Code.

"Secretary of State" means the Secretary of State of the state of Delaware.

"Transfer"  means,  with respect to any Interest or  Membership  Interest in the
Company, a sale, conveyance,  exchange,  assignment,  pledge,  encumbrance gift,
bequest,  hypothecation  or other  transfer or  disposition  by any other means,
whether for value or no value and whether voluntary or involuntary.

2. Organizational Matters

2.1 Organization

     The Initial Member has filed a Certificate of Formation for Foote Creek IV,
     LLC, a Delaware  limited  liability  company,  on October 25, 1999, and the
     Company was  qualified  within the State of Wyoming on February  25,  2000.
     Member has acquired all of the Membership Interest of the Initial Member by
     way of  Transfer.  The  Managers  shall cause to be made,  on behalf of the
     Company, such additional filings and recordings in such other states as the
     Members shall deem necessary or advisable.

2.2 Name

     The name of the Company  shall  remain Foote Creek IV, LLC. The Company may
     do business  under that name and under any other name or names  approved by
     the Members.

2.3 Business

     The Company may engage in any business or projects  relating to wind energy
     generation   including   the   development,   construction,   installation,
     ownership,   operation,   maintenance   and   management  of   wind-powered
     electricity  generating  plant  and to  undertake  any and  all  activities
     related or incident thereto.

2.4 Term

     The  term of the  Company  commenced  as of the date of the  filing  of the
     Certificate  of Formation  and shall  continue on a perpetual  basis unless
     dissolved pursuant to Article 7 of this Agreement.

2.5 Registered Office and Agent

     The  registered  agent of the  Company  is CT  Corporation  Trust  Company,
     Corporation Trust Center, 1209 Orange Street,  Wilmington,  Delaware 19801,
     or such other agent as determined by the Managers.  The principal  business
     office  of the  company  shall  be  located  at  139  East  Fourth  Street,
     Cincinnati,  Ohio  45202,  or  such  other  location  as the  Managers  may
     determine.

2.6 Members

     The name,  present mailing address,  taxpayer  identification  number,  and
     Percentage  of each of the  Members  are set forth on  Exhibit  A  attached
     hereto.  The Managers shall amend Exhibit A each and every time a Member is
     admitted  or ceases to be a Member  or when the  Percentage  of a Member is
     increased or decreased.

2.7 Fiscal Year

     The  Fiscal  Year of the  Company  shall  begin on  January  1st and end on
     December  31st.  The Company shall have the same fiscal year for accounting
     and for income tax purposes.

2.8 Member Interest Certificates

     All membership  interests in the Company shall be  certificated in the form
     attached  hereto as Exhibit C. The Company hereby  irrevocably  elects that
     all  membership  interests in the Company shall be  securities  governed by
     Article  8 of the  Uniform  Commercial  Code as in  effect  in the State of
     Delaware.  Each certificate  evidencing Membership Interests in the Company
     shall bear the following legend: "This certificate evidences an interest in
     Foote  Creek IV, LLC and shall be a security  for  purposes of Article 8 of
     the Uniform  Commercial  Code as in effect in the State of Delaware."  This
     provision  shall not be amended,  and no such  purported  amendment to this
     provision,  shall be effective until all outstanding certificates have been
     surrendered for cancellation.

3. Members; Capital and Capital Accounts

3.1 Capital Contributions

     Member's  predecessor  in interest has made a Capital  Contribution  of $ 0
     (zero  dollars).  The  Member  shall  not be  required  to  make a  Capital
     Contribution.

3.2 Additional Capital Contributions

     The  Members  shall  not  be  required  to  make  any  additional   Capital
     Contributions.

3.3 No Interest on Capital Contributions

     The Company shall not pay any interest on Capital Contributions.

3.4 Return of Capital Contributions

     Except as otherwise provided in this Agreement, neither the Members nor any
     Interest  Holder  shall have the right to receive the return of any Capital
     Contribution except upon dissolution of the Company.

3.5 [Intentionally Left Blank]

3.6 Capital Accounts

     3.6.1 A separate  Capital  Account shall be maintained  for each Member and
     each Interest Holder.

     3.6.2 An Interest  Holder's  Capital  Account  shall be increased  with the
     Interest  Holder's  Capital  Contributions,   the  amount  of  any  Company
     liabilities assumed by the Interest Holder (or which are secured by Company
     property  distributed  to  the  Interest  Holder),  the  Interest  Holder's
     distributive  share of Profit  and any item in the nature of income or gain
     specially  allocated to such Interest  Holder pursuant to the provisions of
     Section 4; and

     3.6.3 An Interest  Holder's  Capital  Account  shall be decreased  with the
     amount  of  money  and  the  Gross  Asset  Value  of any  Company  property
     distributed to the Interest  Holder,  the amount of any  liabilities of the
     Interest  Holder  assumed by the  Company (or which are secured by property
     contributed by the Interest Holder to the Company),  the interest  Holder's
     distributive  share of Loss,  and any item in the  nature  of  expenses  or
     losses  specially   allocated  to  the  Interest  Holder  pursuant  to  the
     provisions of Section 4.

     3.6.4  If any  Interest  is  transferred  pursuant  to the  terms  of  this
     Agreement,  the  transferee  shall  succeed to the  Capital  Account of the
     transferor  to the  extent  the  Capital  Account  is  attributable  to the
     transferred Interest.

     3.6.5 If the Gross  Asset Value of Company  Assets is adjusted  pursuant to
     Section 3.6.6,  the Capital Account of each Member or Interest Holder shall
     be adjusted to reflect the  aggregate  adjustment  in the same manner as if
     the  Company  had  recognized  gain or Loss  equal  to the  amount  of such
     aggregate adjustment.

     3.6.6 It is intended  that the Capital  Accounts  of all  Interest  Holders
     shall be maintained in compliance with the provisions of Regulation Section
     1.704-1(b)(2)(iv),  and all  provisions of this  Agreement  relating to the
     maintenance  of Capital  Accounts  shall be  interpreted  and  applied in a
     manner consistent with that Regulation.

3.7 Loans and Other Business Transactions

     Any Member may, at any time,  make or cause to be made a non-recourse  loan
     to the  Company  in any  amount  and on those  terms  upon which the Member
     making  such  non-recourse  loan and the  Company  may  agree  in  writing.
     Acceptance  by the Company of any such Loan  provided by a Member  requires
     the prior  unanimous  consent of the Members.  Any Member may also transact
     other business,  subject to the requirement provided in Section 5.3.4, with
     the Company and be an employee  or  independent  contractor  of the Company
     and,  in doing so, it shall have the same rights and be subject to the same
     obligations  arising out of any such business  transaction or employment or
     consultant  relationship,  as  would be  enjoyed  by and  imposed  upon any
     Person,  not a Member,  engaged in a similar business  transaction with the
     Company.

4. Allocations of Profit and Loss and Distributions

4.1 Distributions of Cash Flow

     Except as otherwise provided in Section 4.7.1 with respect to distributions
     upon  liquidation  of the  Company,  Cash Flow for each  Fiscal Year of the
     Company shall be distributed to the Interest Holders in proportion to their
     Percentages at such time or times and in such  aggregate  amounts as may be
     determined by the Managers. Cash Flow, other than revenues or proceeds from
     a  Capital  Transaction  or  the  dissolution  of  the  Company,  shall  be
     distributed as soon as practicable following a Manager's determination that
     such cash is available for  distribution.  The Members  acknowledge that no
     assurances  can be given with  respect to when or whether such cash will be
     available for distributions to the Members.

4.2 Allocations of Profits and Losses

     4.2.1 General. Except as otherwise provided in this Section 4.2, Profit and
     Loss of the  Company  shall be  allocated  among the  Interest  Holders  as
     follows:

          4.2.1.1  Profit  and Loss of the  Company  shall be  allocated  to the
          Interest Holders in proportion to their respective Percentages.

          4.2.1.2  In  accordance  with the  provisions  of  Regulation  Section
          1.704-2(i),  each item of an Interest Holder's  Nonrecourse  Deduction
          shall be allocated  among the Interest  Holders in  proportion  to the
          economic  risk of loss that the Interest  Holder bears with respect to
          the  nonrecourse  liability  of the  Company  to which such item of an
          Interest Holder's Nonrecourse Deduction is attributable.

     4.2.2 Allocation  Adjustments Required to Comply with Section 704(b) of the
     Code

          4.2.2.1  Limitation  on Allocation  of Loss.  Notwithstanding  Section
          4.2.1.1,  there shall be no allocation of Loss to any Interest  Holder
          that  would  create or  increase a deficit  balance  in such  Interest
          Holder's  Capital Account unless such  allocation  would be treated as
          valued under Regulation Section 1.704-1(b)(1)(i). Any Loss that cannot
          be allocated to an Interest Holder pursuant to the preceding  sentence
          shall be reallocated  to the other  Interest  Holders in proportion to
          their Percentages.

          4.2.2.2 Qualified Income Offset.  Notwithstanding  Section 4.2.1.1, if
          in any taxable  year an Interest  Holder  receives  (or is  reasonably
          expected to receive) a distribution, or an allocation or adjustment to
          such Interest Holder's Capital Account,  in accordance with Regulation
          Section   1.704-1(b)(2)(ii)(d)(4),   (5)  and  (6),  that  creates  or
          increases (or is reasonably  expected to create or increase) a deficit
          balance in such  interest  Holder's  Capital  Account,  there shall be
          allocated to the Interest  Holder such items of Company income or gain
          as are necessary to satisfy the  requirements  of a "qualified  income
          offset"     within    the     meaning    of     Regulation     Section
          1.704-1(b)(2)(ii)(d)(3).

          4.2.2.3 Minimum Gain Chargeback.  Notwithstanding  Section 4.2.1, this
          Section  4.2.2.3  hereby  incorporates  by reference the "minimum gain
          chargeback" provisions of Regulation Section 1.704-2(f) and (i)(4). In
          general, upon a reduction of the Company's Minimum Gain, the preceding
          sentence  shall  require  that items of income  and gain be  allocated
          among the Interest Holders in a manner that reverses prior allocations
          of Nonrecourse  Deductions and Interest Holder Nonrecourse  Deductions
          as  well  as  reductions  in the  Interest  Holders'  Capital  Account
          balances resulting from distributions  that,  notwithstanding  Section
          4.6, are allocable to increases in the Company's Minimum Gain. Subject
          to the  provisions  of  Section  704 of the Code  and the  regulations
          thereunder,  if the Managers  determine at any time that  operation of
          such "minimum gain chargeback" provisions likely will not achieve such
          a reversal by the conclusion of the  liquidation  of the company,  the
          Managers shall adjust the allocation  provisions of this Section 4.2.2
          as necessary to accomplish this result.

          4.2.2.4 Allocations Subsequent to Certain Allocation Adjustments.  Any
          special  allocations  of items of Profit or Loss  pursuant to Sections
          4.2.2.1,  4.2.2.2 or 4.2.2.3  shall be taken into account in computing
          subsequent  allocations  pursuant to Section  4.2.1 so that,  for each
          Interest  Holder,  the net amount of any such special  allocations and
          all  allocations  pursuant  to  Section  4.2.1  shall,  to the  extent
          possible and taking into account prior allocations pursuant to Section
          4.2.7,  be equal to the net amount that would have been  allocated  to
          such Interest Holder pursuant to Section 4.2.1 without  application of
          Sections 4.2.2.1, 4.2.2.2 or 4.2.2.3.

     4.2.3 Book - Tax Accounting Disparities

     If the Company Assets are reflected in the Capital Accounts of the Interest
     Holders at a Gross Asset Value that  differs from the adjusted tax basis of
     such property (whether because such property was contributed to the Company
     by an Interest Holder or because of a revaluation of the Interest  Holders'
     Capital  Accounts  under  Regulation  Section  1.704-1(b)),  allocations of
     depreciation,  amortization,  income,  gain or loss  with  respect  to such
     property  shall be made among the Interest  Holders in a manner which takes
     such  difference  into account in accordance  with Code Section  704(c) and
     Regulation Section1.704-3(d) using the remedial method.

     4.2.4 Allocation in Event of Transfer

     If an Interest is Transferred,  in compliance with Section 6.1, allocations
     of the Company's Profit and Loss may be made by any method that is selected
     by the Managers and that is permissible under Section 706 of the Code.

     4.2.5 Adjustments to Capital Accounts for Distributions of Property

     If property distributed in kind is reflected in the Capital Accounts of the
     Interest  Holders at a Gross Asset Value that  differs from the fair market
     value of such property on the date of distribution, the difference shall be
     treated  as  Profit  or  Loss on the  sale of the  property  and  shall  be
     allocated to the Interest Holder who received such distribution.

     4.2.6 Tax Credits and Similar Items.

     Any tax credits or similar items not allocable  pursuant to Sections  4.2.1
     through  4.2.5 shall be allocated to the Interest  Holders in proportion to
     their  respective  Percentages.  Notwithstanding  the  preceding  sentence,
     Company  expenditures  that give rise to tax credits  attributable  to such
     expenditures  shall be  allocated in  accordance  with  Regulation  Section
     1.704-1(b)(4)(ii).

     4.2.7 Reallocation of Losses Related to Excess Distributions

     If, as a result of an Interest  Holder  receiving a distribution of cash or
     property  that it is required to return  because the  distribution  was not
     authorized  by  this  Agreement,  Loss  which  otherwise  would  have  been
     allocated  to the  Interest  Holder  was  allocated  to one or  more  other
     Interest  Holders (and such  allocation  has not been reversed  pursuant to
     Section 4.2.2.4), then subsequent profit and Loss shall be allocated to the
     Interest Holder and to the other Interest Holders so as, in connection with
     the return of such cash or property  (to the extent of the value  thereof),
     to effect a reallocation of such Loss to the Interest Holder.

4.3 Modifications to Preserve Underlying Economic Objectives

     If in the  opinion  of  counsel  to the  Company,  there is a change in the
     Federal  income  tax law  (including  the Code as well as the  regulations,
     rulings, and administrative  practices thereunder) which makes it necessary
     or prudent to modify the  allocation  provisions of this Section 4 in order
     to preserve the underlying  economic objectives of the Members as reflected
     in this  Agreement,  the  Managers  shall  make  the  minimum  modification
     necessary to achieve such purpose.

4.4 Withholding Taxes

     The Company shall  withhold  taxes from  distributions  to and  allocations
     among,  the  Interest  Holders to the  extent  required  by law.  Except as
     otherwise  provided in this Section 4.4, any amount withheld by the Company
     with regard to an  Interest  Holder  shall be treated for  purposes of this
     Agreement as an amount  actually  distributed to such Interest  Holder.  An
     amount  shall be  considered  withheld  by the  Company  if  remitted  to a
     governmental agency without regard to whether such remittance occurs at the
     same time as the  distribution or allocation to which it relates  provided,
     however that an amount  actually  withheld from a specific  distribution or
     designated by the Managers as withheld from a specific  allocation shall be
     treated  as if  distributed  at the time such  distribution  or  allocation
     occurs. To the extent operation of the foregoing provisions of this Section
     4.4 would  create or  increase a deficit  balance in an  Interest  Holder's
     Capital  Account  (excluding  for this  purpose any portion of such deficit
     attributable to the Interest  Holder's share of the Company's  Minimum Gain
     as determined  under Section 1), the amount  withheld shall be treated as a
     loan by the Company to such  Interest  Holder,  which loan shall be payable
     upon demand and shall bear interest at a rate equal to the lowest rate that
     will  not  give  rise  to  the  imputation  of  additional  interest  under
     applicable  federal income tax rules. At the election of the Managers,  the
     Company  shall be  entitled to withhold  from any  distributions  otherwise
     payable to an Interest  Holder amounts owed to the Company by such Interest
     Holder under the terms of the preceding sentence.

4.5 Nonallocation of Distributions to Increases in Minimum Gain

     To the extent permitted under Regulation Section 1.704-2(h),  distributions
     to Interest  Holders  shall not be allocable to increases in the  Company's
     Minimum Gain. In general,  and except as provided in such  Regulation,  the
     preceding  sentence is intended  to ensure that  reductions  in an Interest
     Holder's Capital Account balance  resulting from  distributions of money or
     other property to that Interest Holder are not reversed by the minimum gain
     chargeback provisions of Section 4.2.2.3.

4.6 Allocation of Liabilities

     Solely for purposes of determining the Interest Holders'  respective shares
     of the  nonrecourse  liabilities  of the  Company  within  the  meaning  of
     Regulation  Section  1.752-3(a)(3),  each  Interest  Holder's  interest  in
     Company Profit shall be equal to such Interest Holder's Percentage.

4.7 Liquidation and Dissolution

     4.7.1  Distributions.  If the  Company  is  liquidated,  the  assets of the
     Company shall be distributed to the Interest Holders in accordance with the
     positive balances in their respective  Capital Accounts,  after taking into
     account all distributions and allocations of Profit or Loss and other items
     of income,  gain,  loss or deduction for the Company's  taxable year during
     which liquidation occurs. Distributions of the Interest Holders pursuant to
     this Section  4.7.1 shall be made in  accordance  with  Regulation  Section
     1.704-1(b)(2)(ii)(b)(2).

     4.7.2 Negative Capital  Accounts.  No Interest Holder shall be obligated to
     restore a negative Capital Account balance.

4.8 General

     4.8.1 Except as  otherwise  provided in this  Agreement,  the amount of all
     distributions  shall be determined by the Managers and distributions  shall
     be made as soon as  practicable  following a Manager's  determination.  The
     Members acknowledge that no assurances can be given with respect to when or
     whether such distributions will be available to the Members.

     4.8.2  The  Company  Assets  may be  distributed  in kind  to the  Interest
     Holders, and those assets shall be valued on the basis of their fair market
     value.  The fair  market  value of the assets  shall be  determined  by the
     Members.  In the case of  disagreement  among the Members,  an  independent
     appraiser,  who shall be selected by a Manager,  shall  determine  the fair
     market  value of the asset.  The Profit or Loss for each unsold asset shall
     be determined  as if the asset had been sold at its fair market value,  and
     the Profit or Loss shall be allocated to the Interest  Holders who received
     such distributions and shall be properly credited or charged to the Capital
     Accounts of the Interest Holders prior to the distribution of the assets in
     liquidation pursuant to Section 4.7.

     4.8.3 All Profit and Loss shall be allocated,  and all distributions  shall
     be made to the  Persons  shown on the  records of the  Company to have been
     Interest  Holders  as of the last day of the  taxable  year for  which  the
     allocation or  distribution is to be made.  Notwithstanding  the foregoing,
     unless the Company's taxable year is separated into segments, if there is a
     Transfer or an Involuntary  Withdrawal  during the taxable year, the Profit
     and Loss shall be allocated  between the original  Interest  Holder and the
     successor  on the basis of the number of days each was an  Interest  Holder
     during the taxable year;  provided,  however,  the  Company's  taxable year
     shall be  segregated  into two or more  segments  in order to  account  for
     Profit,  Loss or proceeds  attributable to a Capital  Transaction or to any
     other extraordinary non-recurring items of the Company.

     4.8.4 The Managers are hereby authorized,  upon the advice of the Company's
     tax  counsel,  to amend  this  Article  4 to  comply  with the Code and the
     Regulations promulgated under Code Section 704(b); provided,  however, that
     no amendment shall  materially  affect  distributions to an Interest Holder
     without the Interest Holder's prior written consent.

5. Manager(s) and Management

5.1 Management

     5.1.1 Manager(s) and Appointment

     The Company shall be managed by the Manager(s), who may, but need not, be a
     Member.  Member hereby designates  Bradley C. Arnett,  Gill Howard,  Philip
     Taylor and David L. Wozny to serve as the Managers.  The above  individuals
     shall serve as Managers until any of them resign or any of them are removed
     by the Member(s);  provided, however, that a Manager shall not be permitted
     to resign if such  Manager is, at the time,  the sole  Manager,  unless and
     until a replacement Manager shall be elected to serve as Manager.

     5.1.2 General Powers

     Each  Manager  individually  shall  have  full,  exclusive,   and  complete
     discretion,  power,  and  authority,  subject  in all  cases  to the  other
     provisions of this  Agreement and the  requirements  of applicable  law, to
     manage,  control,  administer,  and operate the business and affairs of the
     Company for the Purposes herein stated, and to make all decisions affecting
     such  business  and  affairs,  including  without  limitation,  for Company
     purposes, the power to:

     (a)  acquire  by  purchase,  lease,  or  otherwise,  any  real or  personal
          property, tangible or intangible;

     (b)  construct,  operate,  maintain, finance and improve, and to own, sell,
          convey, assign, mortgage, or lease any of the Company Assets;

     (c)  enter into  agreements and contracts in connection  with the Company's
          business;

     (d)  purchase  liability  and other  insurance  to  protect  the  Company's
          properties and business;

     (e)  borrow  money for and on  behalf  of the  Company,  and,  execute  any
          guaranty on behalf of a third party;

     (f)  execute or modify  agreements or contracts with respect to any part or
          all of the Company's Assets;

     (g)  prepay, in whole or in part,  refinance,  amend, modify, or extend any
          mortgages or deeds of trust which may affect any Company Asset and, in
          connection therewith,  to execute for and on behalf of the Company any
          extensions,  renewals,  or modifications of such mortgages or deeds of
          trust;

     (h)  execute  any and all  other  instruments  and  documents  which may be
          necessary or in the opinion of the Manager  desirable to carry out the
          intent and purpose of this Agreement;

     (i)  make  any  and  all  expenditures  which  the  Manager,  in  its  sole
          discretion,  deems  necessary or  appropriate  in connection  with the
          management  of the affairs of the Company and the  carrying out of its
          obligations  and  responsibilities  under this  Agreement,  including,
          without limitation,  all legal, accounting, and other related expenses
          incurred in connection with the organization, financing, and operation
          of the Company;

     (j)  enter into any kind of activity  necessary to, in connection  with, or
          incidental to, the accomplishment of the purposes of the Company; and

     (k)  invest and  reinvest  Company  reserves in short term  instruments  or
          money market funds

     5.1.3 Extraordinary Transactions

     (a)  Notwithstanding  anything  to the  contrary  in  this  Agreement,  the
          Managers shall not undertake any of the following without the approval
          of the Members:

          (i)  any Capital Transaction;

          (ii) to lend, assume or guaranty debt in excess of $100,000 in any one
               Fiscal Year;

          (iii)the  admission  of  additional  or  substitute   Members  to  the
               Company;

          (iv) the Company engaging in business in any  jurisdiction  which does
               not provide for the registration of limited liability companies;

          (v)  to authorize any expenditure  that causes the annual  expenditure
               budget to be exceeded by fifteen  percent (15%) in any one Fiscal
               Year; and

          (vi) to  provide  loans to any  Member;  assume  the debt of a Member;
               guaranty debt of a Member;  or acceptance of any loan provided by
               a Member.

5.1.4      Limitation on Authority of Members

     (a)  No  Member  is an agent of the  Company  solely  by  virtue of being a
          Member,  and no Member has authority to act for the Company  solely by
          virtue of being a Member.  Only the Managers are authorized to act for
          the  Company,  and no Member has any  authority to act for the Company
          unless such Member is also a Manager.

     (b)  This Section  5.1.4  supersedes  any  authority  granted to the Member
          pursuant to Section 18-402 of the Act. Any Member who takes any action
          or binds the  Company in  violation  of this  Section  5.1.4  shall be
          solely  responsible for any loss or expense incurred by the Company as
          a result of the  unauthorized  action and shall indemnify and hold the
          Company harmless with respect to the loss or expense.

     5.1.5 Removal of Manager

     The  Members,  at any time and from  time to time and for any  reason,  may
     remove any Manager then acting and elect a new Manager. No action to remove
     a Manager may be taken without the approval of  seventy-five  percent (75%)
     of the Members.

5.2 Meetings of and Voting by Members

     5.2.1 A meeting of the Members may be called at any time by the Managers or
     by those Members holding at least a majority of the  Percentages  then held
     by Members.  It shall not be necessary  for the Managers to call or to hold
     regular  meetings of the Members.  Meetings of the Members shall be held at
     the Company's  principal place of business or at any other place designated
     by the Person  calling the  meeting.  Not less than seven (7) nor more than
     sixty (60) days before each meeting, a Manager shall give written notice of
     the meeting to each  Member  entitled  to vote at the  meeting.  The notice
     shall state the time,  place,  and purpose of the meeting.  Notwithstanding
     the foregoing  provisions,  each Member who is entitled to notice may waive
     notice,  either before or after the meeting,  by executing a waiver of such
     notice or if such  Member is present at the  meeting in person or by proxy.
     At a meeting  of  Members,  the  presence  in person or by proxy of Members
     holding  Percentages,  which  aggregate not less than  sixty-seven  percent
     (67%),  constitutes  a  quorum.  A Member  may vote  either in person or by
     written   proxy   signed  by  the   Member   or  by  his  duly   authorized
     attorney-in-fact.

     5.2.2  Except  as  otherwise  provided  in this  Agreement,  wherever  this
     Agreement  requires the approval of the Members,  the  affirmative  vote of
     those Members  holding a majority or more of the  Percentages  then held by
     Member(s) shall be required to approve the matter.

     5.2.3 In lieu of holding a meeting,  the Members may vote or otherwise take
     action  by a written  instrument  indicating  the  consent  of the  Members
     holding a majority of the  Percentages  then held. Any such approved action
     shall be effective immediately. The Company shall give prompt notice to all
     Members of any action approved by Members by less than unanimous consent.

     5.2.4 The provisions of this  Agreement are intended to replace  completely
     the provisions of the Act with respect to all matters concerning a Member's
     voting  rights,  procedures  for  meetings of  Members,  actions by Members
     without meetings, and the use of proxies.

5.3 Services and Duties of Members

     5.3.1 No Member  serving as a Manager  shall be expected to devote his, her
     or its full  working  time and efforts to the  business  and affairs of the
     Company,  and  each  shall  only  devote  so much  time and  efforts  as is
     reasonably required for such purposes.  The Managers shall devote such time
     to the business and affairs of the Company as is necessary to carry out the
     Manager's duties set forth in this Agreement.  Managers shall be reimbursed
     by the Company for reasonable  business  expenses incurred on behalf of the
     company and within guidelines established by the Members.

     5.3.2 No Member other than a Member serving as a Manager shall be expected,
     or entitled,  to work for the Company except with the prior written consent
     of the Managers.

     5.3.3 Except as otherwise  expressly provided in Section 5.3.4,  nothing in
     this  Agreement  shall be deemed to  restrict  in any way the rights of the
     Managers or any Member,  or to any  Affiliate of any Manager or any Member,
     to conduct any other business or activity  whatsoever,  and the Managers or
     any Member  shall not be  accountable  to the Company or to any Member with
     respect to that  business  or  activity  even if the  business  or activity
     competes with the Company's business. The organization of the Company shall
     be without  prejudice  to their  respective  rights (or the rights of their
     respective  Affiliates)  to  maintain,  expand,  or  diversify  such  other
     interests and activities  and to receive and enjoy profits or  compensation
     therefrom.  Each Member waives any rights the Members might  otherwise have
     to share or  participate  in such  other  interests  or  activities  of the
     Managers or any other Member or any Manager's or Member's Affiliates.

     5.3.4 Each  Member  understands  and  acknowledges  that the conduct of the
     Company's  business may involve business  dealings and undertakings  with a
     Member  and its  Affiliates.  In any of those  cases,  those  dealings  and
     undertakings shall be at arm's length and on commercially  reasonable terms
     as determined by the Managers.

5.4 Liability and Indemnification

     5.4.1 The Managers shall not be liable,  responsible,  or  accountable,  in
     damages or otherwise, to any Member or to the Company for any act performed
     by the Managers within the scope of the authority conferred on the Managers
     by this Agreement,  except for fraud, gross negligence,  wilful misconduct,
     or an intentional breach of this Agreement.

     5.4.2 The Company shall indemnify the Managers for any act performed by the
     Managers  within the scope of the  authority  conferred  on the Managers by
     this  Agreement,  unless  such  act  is a  breach  of  this  Agreement,  or
     constitutes  gross  negligence,  wilful  or  intentional  misconduct,  or a
     knowing violation of law.

5.5 Power of Attorney

     5.5.1 Grant of Power

     The Members  constitute  and appoint the Managers as the Members'  true and
     lawful  attorney-in-fact  ("Attorney-in-Fact"),  and in the Members'  name,
     place and stead, to make, execute, sign, acknowledge, and file:

     (a)  all documents  (including  amendments to the Certificate of Formation)
          which the Attorney-in-Fact deems appropriate to reflect any amendment,
          change, or modification of this Agreement;

     (b)  any and all other  certificates  or other  instruments  required to be
          filed by the Company under the laws of the State of Delaware or of any
          other  state  or  jurisdiction,  including,  without  limitation,  any
          certificate or other instruments necessary in order for the Company to
          continue to qualify as a limited  liability  company under the laws of
          the State of Delaware;

     (c)  one or more fictitious or trade name certificates; and

     (d)  all  documents  which may be required to dissolve  and  terminate  the
          Company and to cancel its Certificate of Formation.

     5.5.2 Irrevocability

     The  foregoing  power of attorney  is  irrevocable  and is coupled  with an
     interest, and, to the extent permitted by applicable law, shall survive the
     death or disability  of a Member.  It also shall survive the Transfer of an
     Interest,  except that if the  transferee  is approved  for  admission as a
     Member, this power of attorney shall survive the delivery of the assignment
     for  the  sole  purpose  of  enabling  the   Attorney-in-Fact  to  execute,
     acknowledge and file any documents  needed to effectuate the  substitution.
     Each   Member   shall  be  bound  by  any   representations   made  by  the
     Attorney-in-Fact  acting in good faith  pursuant to this power of attorney,
     and each Member hereby  waives any and all defenses  which may be available
     to contest, negate or disaffirm the action of the Attorney-in-Fact taken in
     good faith under this power of attorney.

6. Transfer of Interests and Withdrawals of Members

6.1 Transfers

     6.1.1  The  Members  and  Interest  Holders  shall not trade or deal in any
     Membership  Interest and Interest on any securities  exchange or securities
     market.

     6.1.2 No Person  may  Transfer  all or any  portion of or any  interest  or
     rights  in  the  Membership  Interest  or  Interest  unless  the  following
     conditions "Conditions of Transfer") are satisfied:

     (a)  The Transfer will not require  registration of Interests or Membership
          Interests under any federal or state securities laws;

     (b)  The transferee  delivers to the Company a written instrument  agreeing
          to be bound by the terms of this Agreement.

     (c)  The  Transfer  will  not  result  in the  termination  of the  Company
          pursuant to Code Section 708;

     (d)  The  Transfer  will not  result in the  Company  being  subject to the
          Investment Company Act of 1940, as amended;

     (e)  The transferor or the transferee delivers the following information to
          the Company: (i) the transferee's  taxpayer  identification number and
          (ii) the transferee's  initial tax basis in the Transferred  Interest;
          and

     (f)  The  Transfer  will  not  result  in  the  Company  being  taxed  as a
          corporation for purposes of federal or state income tax purposes.

     6.1.3 If the  Conditions  of  Transfer  are  satisfied,  then a  Member  or
     Interest Holder may Transfer all or any portion of that Person's  Interest.
     The Transfer of an Interest  pursuant to this Section 6.1 shall not result,
     however,  in the  Transfer  of any of  the  transferor's  other  Membership
     Interest,  if any, and the  transferee of the Interest  shall have no right
     to: (i) become a Member without the consent of the Members required by this
     Agreement;  or (ii)  exercise  any  Membership  Interest  other  than those
     specifically pertaining to the ownership of an Interest.

     6.1.4 The Members hereby  acknowledge the reasonableness of the prohibition
     contained in this Section 6.1 in view of the  structure and purposes of the
     Company. The Transfer of any Membership Rights or Interests in violation of
     the prohibition contained in this Section 6.1 shall be deemed invalid, null
     and  void,  and of no force or  effect  except  any  Transfer  mandated  by
     operation of law that cannot be waived or varied by private  agreement  and
     then  only to the  extent  necessary  to give  effect to such  Transfer  by
     operation of law.  Any Person to whom a Membership  Interest or Interest is
     attempted to be  transferred  in  violation  of this  Section  shall not be
     entitled to vote on matters  coming before the Members,  participate in the
     management of the Company, act as an agent of the Company or have any other
     rights in or with respect to the Membership Interest.

     6.1.5 Right of First Offer

     (a)  If an Interest Holder (a "Transferor")  desires to Transfer all or any
          portion of, or any  interest or rights in, the  Transferor's  Interest
          (the "Transferor  Interest"),  the Transferor shall notify the Company
          of that desire (the  "Transfer  Notice").  The  Transfer  Notice shall
          describe the  Transferor  Interest.  Each Member shall have the option
          (the "Purchase Option") to purchase all of the Transferor Interest for
          a price (the  "Purchase  Price")  equal to the  amount the  Transferor
          would  receive if the Company were  liquidated  and an amount equal to
          the  Appraised  Value (as  determined  pursuant  to Section  6.4) were
          available for distribution to the Members pursuant to Section 4.4.

     (b)  The Purchase Option shall be and remain  irrevocable for a period (the
          "Transfer  Period")  ending at 11:59 P.M.  local time at the Company's
          principal  office on the  thirtieth  (30th) day following the Transfer
          Notice is given to the Company.

     (c)  At any time  during  the  Transfer  Period,  each  Member may elect to
          exercise the Purchase  Option by giving written notice of its election
          to the Transferor. The Transferor shall not be deemed a Member for the
          purpose of voting on whether the Company  shall elect to exercise  the
          Purchase Option.

     (d)  If any Member  elects to exercise  the Purchase  Option,  the Member's
          notice of its election shall fix a closing date (the "Transfer Closing
          Date") for the purchase, which shall not be earlier than five (5) days
          after the date of the notice of election or more than thirty (30) days
          after the expiration of the Transfer Period.

     (e)  If a Member elects to exercise the Purchase Option, the Purchase Price
          shall be paid in cash on the Transfer Closing Date.

     (f)  If all Members fail to exercise the Purchase  Option,  the  Transferor
          shall be  permitted to offer and sell for a period of ninety (90) days
          (the "Free  Transfer  Period")  after the  expiration  of the Transfer
          Period at a price not less than the Purchase  Price. If the Transferor
          does not Transfer the  Transferor  Interest  within the Free  Transfer
          Period,  the  Transferor's  right to Transfer the Transferor  Interest
          pursuant to this Section shall cease and terminate.

     (g)  Any Transfer of the Transferor Interest made after the last day of the
          Free  Transfer  Period or without  strict  compliance  with the terms,
          provisions and conditions of this Section and other terms, provisions,
          and conditions of this Agreement, shall be null, void, and of no force
          or effect.

6.2 Voluntary Withdrawal Prohibited

     No Members  shall have the right or power to effect a voluntary  withdrawal
     from the Company.  Any Member who effectuates a voluntary  withdrawal is in
     violation of this  Agreement  and shall not be entitled to receive the fair
     value of the Member's  Interest as of the date of the voluntary  withdrawal
     as otherwise provided by Section 18-604 of the Act.

6.3 Involuntary Withdrawal

     Immediately upon the occurrence of an Involuntary Withdrawal,  the affected
     Member  shall  cease  to  have  a  Membership  Interest  and  the  Member's
     Membership Interest shall be automatically converted into just an Interest,
     except that any  successor-in-interest  to the Interest of a Member who has
     Involuntarily  Withdrawn shall be entitled to exercise such of the Member's
     rights as a Member as is  required by the  operation  of law that cannot be
     waived or varied by private agreement.

6.4 Appraised Value

     6.4.1 The term "Appraised Value" means the appraised value of the equity of
     the Company's  Assets as  hereinafter  provided.  Within  fifteen (15) days
     after  demand by either one or the other,  the Company and any  Withdrawing
     Member,  if  applicable,  shall each appoint an appraiser to determine  the
     value of the equity of the Company's  Assets.  If the two appraisers  agree
     upon the equity value of the Company's Assets,  they shall jointly render a
     single  written report  stating that value.  If the two  appraisers  cannot
     agree upon the equity value of the Company's Assets, they shall each render
     a separate  written report and shall appoint a third  appraiser,  who shall
     appraise  the  Company's  Assets  and  determine  the  value of the  equity
     therein,  and shall render a written  report of his opinion  thereon.  Each
     party  shall  pay the fees and  costs of the  appraiser  appointed  by that
     party,  and the fees and other costs of the third appraiser shall be shared
     equally by both parties.

     6.4.2 The equity value  contained in the aforesaid  joint written report or
     written  report of the third  appraiser,  as the case may be,  shall be the
     Appraised  Value;  provided,  however,  that  it the  value  of the  equity
     contained in the appraisal  report of the third  appraiser is more than the
     higher of the first two appraisals,  the higher of the first two appraisals
     shall  govern;  and  provided,  further,  that if the  value of the  equity
     contained in the appraisal  report of the third  appraiser is less than the
     lower of the first two  appraisals,  the lower of the first two  appraisals
     shall govern.

7. Dissolution, Liquidation, and Termination of the Company

7.1 Events of Dissolution

     The Company  shall be dissolved  upon the happening of any of the following
     events:

     7.1.1 on the date fixed for its termination in Section 2.4;

     7.1.2 upon the  decision  by the  Company to  dissolve,  as approved by the
     unanimous agreement of every Member without the consent of the Managers;

     7.1.3 upon the occurrence of an Involuntary  Withdrawal of a Member, unless
     the remaining Members,  within ninety (90) days after the occurrence of the
     Involuntary  Withdrawal,  unanimously elect to continue the business of the
     Company pursuant to the terms of this Agreement; or

     7.1.4 by  operation  of law that  cannot be  waived  or  varied by  private
     agreement.

7.2 Procedure for Winding Up and Dissolution

     If the Company is  dissolved,  the Managers  shall wind up its affairs.  If
     there  shall be no Manager or the  Managers  are unable or  unavailable  to
     perform these duties,  then the Members shall elect a Person to wind up the
     affairs of the  Company.  On winding up of the  Company,  the assets of the
     Company shall be distributed,  first, to creditors of the Company including
     Interest  Holders who are creditors,  in satisfaction of the liabilities of
     the  Company,  and then to the  Interest  Holders in  accordance  with this
     Agreement.

7.3 Filing of Certificate of Cancellation

     Upon  completion  of the  winding  up of the  affairs of the  Company,  the
     Managers  shall  promptly  file a  Certificate  of  Cancellation  with  the
     Secretary  of  State.  If there is no  Manager,  then  the  Certificate  of
     Cancellation  shall be filed by the  Members or by the last  Person to be a
     Member or by the legal or personal  representatives  of the Person who last
     was a Member.

8. Books, Records, Accounting, and Tax Elections

8.1 Bank Accounts

     All funds of the Company  shall be  deposited in a bank account or accounts
     opened and maintained in the Company's  name. The Managers shall  determine
     the  institution or  institutions  at which the accounts will be opened and
     maintained,  the types of accounts, and the Persons who will have authority
     with respect to the accounts and the funds therein.

8.2 Books and Records

     8.2.1 The  Managers  shall keep or cause to be kept  complete  and accurate
     books and  records  of the  Company  and  supporting  documentation  of the
     transactions  with respect to the conduct of the Company's  business at the
     Company's principal executive office. The records shall include, but not be
     limited to,  complete and accurate  information  regarding the state of the
     business and financial  condition of the Company, a copy of the Certificate
     of Formation and Limited  Liability Company Agreement and all amendments to
     the Certificate of Formation and the Limited Liability Company Agreement; a
     current list of the names and last known  business,  residence,  or mailing
     addresses of each Member;  and the Company's  federal,  state, or local tax
     returns and  reports,  if any,  for the six(6) most recent  taxable  years;
     internal  books and records for the current and three(3) most recent years;
     a true copy of relevant records  indicating the amount,  cost, and value of
     all property which the Company owns, claims, possesses, or controls.

     8.2.2 The books and records shall be  maintained  on the accrual  method of
     accounting in accordance  with the  requirements of the Code and Regulation
     Section 1.704-1(b) and shall be available at the Company's principal office
     for   examination   by  any  Member  or  the   Member's   duly   authorized
     representative at any and all reasonable times during normal business hours
     for any purpose reasonably related to such Member's interest as a Member of
     the Company.

8.3 A Member has the right upon reasonable request,  and for purposes reasonably
related to the interest of the Member in the Company, to do the following:

     8.3.1 to inspect and copy during normal  business  hours any of the records
     required to be maintained by the Company under this Agreement; and

     8.3.2 to obtain from the Company promptly after becoming available,  a copy
     of the Company's federal, state and local income tax or information returns
     for each year.

     8.3.3 The Managers  shall promptly  furnish to the requesting  Member (i) a
     copy of any  amendment to the  Certificate  of Formation or this  Agreement
     pursuant to a power of attorney from the Members provided in Section 5.5.1,
     and (ii) a copy of this Agreement,  at the expense of the Company, upon the
     reasonable  request of the Member for a purpose  reasonably  related to the
     interest of the Member in the Company.

     8.3.4 Unless otherwise provided in this Agreement, a Member shall reimburse
     the  Company  for  all  costs  and  expenses  incurred  by the  Company  in
     connection with the Member's  inspection and copying of the Company's books
     and records.

8.4 Annual Accounting Period

     The annual  accounting period of the Company shall be its taxable year. The
     Company's taxable year shall begin on January 1st and end on December 31st.

8.5 Tax Matters Partner

     Cinergy Global Foote Creek IV, Inc., a Delaware  corporation,  shall be the
     Company's tax matters  partner ("Tax Matters  Partner")  under Code Section
     6231.  The Tax Matters  Partner shall have all powers and  responsibilities
     provided in Code Section 6221,  et seq. The Tax Matters  Partner shall keep
     every Member  informed of all notices from  government  taxing  authorities
     that may come to the  attention  of the Tax  Matters  Partner.  The Company
     shall  pay and be  responsible  for all  reasonable  third-party  costs and
     expenses  incurred by the Tax Matters Partner in performing those duties. A
     Member  shall be  responsible  for any costs  incurred  by the Member  with
     respect  to  any  tax  audit  or  tax-related  administrative  or  judicial
     proceeding against any Member,  even though it relates to the Company.  The
     Tax  Matters  Partner may not  compromise  any  dispute  with the  Internal
     Revenue Service without the approval of the Member.

8.6 Tax Elections

     The Tax  Matters  Partner  shall  have the  authority  to make all  Company
     elections  permitted  under  the  Code,   including,   without  limitation,
     elections of methods of depreciation  and elections under Code Section 754.
     The  decision to make or not make an  election  shall be at the Tax Matters
     Partner's  sole  and  absolute  discretion,  subject  to  the  Tax  Matters
     Partner's  obligations  to act in the best  interest of the Company and its
     Members.

8.7 Title to Company Assets

     All real and personal  property  acquired by the Company  shall be acquired
     and held by the Company in its name.

9. General Provisions

9.1 Assurances

     The Members shall  execute all such  certificates  and other  documents and
     shall do all such  filing,  recording,  publishing,  and other  acts as the
     Managers deem  appropriate to comply with the  requirements  of law for the
     formation and  operation of the Company and to comply with any laws,  rules
     and regulations  relating to the  acquisition,  operation or holding of the
     property of the Company.

9.2 Notifications

     Any notice, demand, consent,  election, offer, approval,  request, or other
     communication  (collectively  a "notice")  required or permitted under this
     Agreement  must be in writing and either  delivered  personally  or sent by
     certified or registered mail,  postage prepaid,  return receipt  requested.
     Any  notice  to be given  hereunder  by the  Company  shall be given by the
     Managers.  A notice must be addressed to an Interest Holder at the Interest
     Holder's last known  address on the records of the Company.  All notices to
     the Company must be addressed to the Company's principal office with a copy
     to Cinergy Global Power Services Limited, at Cinergy House, Ryon Hill Park,
     Warwick Road, Stratford-upon-Avon,  Warwickshire, United Kingdom, CV37 0UU,
     Tel: 44 1789 200 100, Fax: 44 1789 200 101.

     A notice delivered  personally will be deemed given only when  acknowledged
     in writing by the person to whom it is delivered.  A notice that is sent by
     mail will be deemed given three (3) business  days after it is mailed.  Any
     party may designate,  by notice to all of the others,  substitute addresses
     or addressees for notices;  and, thereafter,  notices are to be directed to
     those substitute addresses or addressees.

9.3 Complete Agreement

     This  Agreement  constitutes  the complete and  exclusive  statement of the
     agreement  by the  Member(s).  It  supersedes  all prior  written  and oral
     statements,  including any prior representation,  statement,  condition, or
     warranty. Except as expressly provided otherwise herein, this Agreement may
     not be amended without the written consent of all of the Member(s).

9.4 Governing Law and Jurisdiction

     All questions  concerning the construction,  validity and interpretation of
     this  Agreement  and the  performance  of the  obligations  imposed by this
     Agreement  shall be governed by the internal law, not the law of conflicts,
     of the State of Delaware.

9.5 Section Titles

     The headings  herein are inserted as a matter of  convenience  only, and do
     not define, limit, or describe the scope of this Agreement or the intent of
     the provisions hereof.

9.6 Binding Provisions

     This  Agreement is binding upon,  and inures to the benefit of, the parties
     hereto and their respective heirs, executors, administrators,  personal and
     legal representatives, successors, and permitted assigns.

9.7 Terms

     Common  nouns  and  pronouns  shall be  deemed  to refer to the  masculine,
     feminine,  neuter,  singular, and plural, as the identity of the Person may
     in the context require.

9.8 Severability of Provisions

     If for any reason,  any provision or provisions herein are determined to be
     invalid and contrary to any existing or future law, such  invalidity  shall
     not impair the  operation  of or affect  those  portions of this  Agreement
     which are valid.



IN WITNESS  WHEREOF,  the Member has  executed,  or caused this  Agreement to be
executed  as of the date  set  forth  hereinabove  with  the  intent  that it be
effective on such date.



MEMBER:

Cinergy Global Foote Creek IV, Inc.
a Delaware corporation




By __________________________
Name: David L. Wozny
Title: Vice President







                                    Exhibit A
                                       to


                    Amended and Restated Operating Agreement
                                       Of
                               Foote Creek IV, LLC


Name, Address and Taxpayer I.D. Number    Capital Contribution     Percentages
Cinergy Global Foote Creek IV, Inc.            $ 0                     100 %
139 East Fourth Street
Cincinnati, Ohio  45202

Tax I.D.: 31-1732375
Total Capital Contribution                     $ 0                      100%




Effective as of October 31, 2001:

Approved by Manager:__________________________________