OPERATING AGREEMENT

OPERATING AGREEMENT

OF

NATUS, L.L.C.,
an Arizona limited liability company,

among

ACM INVESTMENTS, L.L.C.,
an Arizona limited liability company,

NATUS CORPORATION,
a Minnesota corporation,

and

NATUS MANAGEMENT, INC.,
an Arizona corporation,

March 12, 1996

TABLE OF CONTENTS

Page

SECTION 1
FORMATION OF THE COMPANY
1.1 Formation and Name.................................................. 1
1.2 Place of Business................................................... 1
1.3 Purpose............................................................. 1
1.4 Term................................................................ 1
1.5 Agent for Service of Process........................................ 1
1.6 Manager............................................................. 2
1.7 Definitions......................................................... 2

SECTION 2
CAPITAL CONTRIBUTIONS; MEMBERSHIP INTERESTS
2.1 Capital Contribution of Old Natus................................... 6
2.2 Capital Contribution of ACM......................................... 7
2.3 Capital Contribution of Manager..................................... 7
2.4 Additional Capital Contributions.................................... 7
2.5 Temporary Loans..................................................... 8
2.6 Membership Interests................................................ 8
2.7 Investment of Proceeds and Reserves................................. 9
2.8 Priority and Return of Capital...................................... 9
2.9 Payments of Individual Obligations.................................. 9
2.10 Limitation of Liability............................................. 9


SECTION 3
THE MANAGER
3.1 Management.......................................................... 9
3.2 Fees and Compensation to the Manager and Its Affiliates............. 11
3.3 Duties and Obligations of the Manager............................... 11
3.4 Confirmation of Authority........................................... 12
3.5 Liability and Indemnification of the Manager........................ 12
3.6 Withdrawal of the Manager........................................... 12


SECTION 4
OFFICERS OF THE COMPANY
4.1 Required Officers....................................................13
4.2 Appointment of Officers............................................. 13
4.3 Salaries............................................................ 13
4.4 Term of Office...................................................... 13
4.5 Chief Executive Officer............................................. 13
4.6 President........................................................... 13
4.7 Vice Presidents..................................................... 14
4.8 Liability and Indemnification of the Officers....................... 14


SECTION 5
THE MEMBERS
5.1 Members' Right to Vote.............................................. 14
5.2 Meetings............................................................ 15
5.3 Place of Meetings................................................... 15
5.4 Notice of Meetings.................................................. 15
5.5 Proxies............................................................. 15
5.6 Action by Members Without a Meeting................................. 15
5.7 Other Activities of the Members..................................... 15
5.8 Indemnification of the Members...................................... 16

SECTION 6
DISTRIBUTIONS
6.1 Amount and Time of Distribution..................................... 16
6.2 General Rule for Distributions...................................... 16
6.3 No Distribution upon Withdrawal..................................... 17


SECTION 7
ALLOCATION OF PROFITS AND LOSSES
7.1 Allocation of Profits............................................... 17
7.2 Allocation of Losses................................................ 17
7.3 Special Allocations................................................. 17
7.4 Curative Allocations................................................ 19
7.5 Other Allocations Rules............................................. 19
7.6 Capital Account..................................................... 20


SECTION 8
TRANSFERS OF MEMBERSHIP INTERESTS
8.1 Restrictions on Transfer of Membership Interests.................... 21
8.2 Termination of the Company for Tax Purposes......................... 21
8.3 Requirements for Transferee Becoming a Substituted Member........... 21


SECTION 9
DISSOLUTION, WINDING UP AND LIQUIDATION OF THE COMPANY
9.1 Dissolution......................................................... 21
9.2 Effect of Filing of Dissolving Statement............................ 22
9.3 Winding Up, Liquidation and Distribution of Assets.................. 23
9.4 Return of Contribution Nonrecourse to Other Members................. 23

SECTION 10
BOOKS AND RECORDS OF THE COMPANY; ACCOUNTING AND TAX MATTERS
10.1 Nature of Books and Records......................................... 24
10.2 Review; Audit....................................................... 24
10.3 Elections by Company as to Optional Adjustment to Basis............. 24
10.4 Election With Respect to Taxation as Company........................ 24
10.5 Names and Addresses of Members...................................... 24
10.6 Fiscal Year......................................................... 24
10.7 Tax Returns......................................................... 24
10.8 Financial Information............................................... 24
10.9 Records............................................................. 25
10.10 Access to Records................................................... 25

SECTION 11
MISCELLANEOUS PROVISIONS
11.1 Notices............................................................. 25
11.2 Successors and Assigns.............................................. 25
11.3 Controlling Law..................................................... 25
11.4 Provisions Severable................................................ 26
11.5 Indulgences Not Waivers............................................. 26
11.6 Titles Not to Affect Interpretation................................. 26
11.7 Gender.............................................................. 26
11.8 Execution In Counterpart............................................ 26
11.9 Statutory Provisions................................................ 26
11.10 Waiver of Action for Partition...................................... 26



OPERATING AGREEMENT

OF

NATUS, L.L.C.,
an Arizona limited liability company


THIS OPERATING AGREEMENT is made and entered into this 12th day of
March, 1996, by and among (i) Natus Management, Inc., an Arizona corporation
("Manager"), as the Manager and a Member, and (ii) ACM Investments, L.L.C., an
Arizona limited liability company ("ACM") and Natus Corporation, a Minnesota
corporation ("Old Natus"), as Members.

SECTION 1
FORMATION OF THE COMPANY

1.1 Formation and Name. ACM has formed a limited liability company
under the name "NATUS, L.L.C." ("Company") pursuant to the Arizona Limited
Liability Company Act, Arizona Revised Statutes ss.ss. 29-601 et seq. ("LLC
Act")

1.2 Place of Business. The principal place of business of the Company
shall be at 2777 E. Camelback Road, Phoenix, Arizona 85016, or such other place
as the Manager shall determine.

1.3 Purpose. The Company was formed (a) to acquire from Old Natus a
direct selling and multi-level marketing and product distribution business
formerly operated by Old Natus under the tradename of "Natus" (the "Business"),
and (b) to own, operate and expand the Business to maximize the value of the
Company, and may engage in any activities and perform all acts required in
connection with, or incidental to, its business, it being the intention of the
parties hereto to operate the Business through the Company for at least one
year. Except as specifically permitted herein, the Company may not engage in any
other activity or business and no Member shall have any authority to hold
himself out as an agent of another Member in any other business or activity.

1.4 Term. The term of the Company commenced on the date the Articles of
Organization were filed with the Arizona Corporation Commission and shall
continue until December 31, 2050, unless sooner dissolved pursuant to the terms
of Section 9.1.

1.5 Agent for Service of Process. The name and business address of the
agent for service of process for the Company is Richard F. Ross, Esq., 40 N.
Central Avenue, Suite 2700, Phoenix, Arizona 85004. The Manager may change the
agent for service of process from time to time.

1.6 Manager. The Company shall be managed by a manager, who shall be
Natus Management, Inc., unless changed in accordance with the terms of this
Agreement. The Manager may, but need not be, a Member of the Company.

1.7 Definitions. Whenever used in this Agreement, the following terms
shall have the following meanings:

"ACM." ACM Investments, L.L.C., an Arizona limited liability company.

"ADDITIONAL ASSESSMENT." As defined in Section 2.4(b).

"ADJUSTED CAPITAL ACCOUNT DEFICIT." With respect to any Member, the
deficit balance, if any, in such Member's Capital Account as of the end of the
relevant fiscal year, after giving effect to the following adjustments:

(a) Credit to such Capital Account any amounts which such
Member is obligated to restore pursuant to any provision of this Agreement or is
deemed to be obligated to restore pursuant to the penultimate sentences of
Regulations ss.ss. 1.704-2(g)(1) and 1.704-2(i)(5); and

(b) Debit to such Capital Account the items described in
Regulations ss.ss. 1.704-l(b)(2)(ii) (D) (4), (5), and (6).

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

"AFFILIATE." A Person that:

(a) directly or indirectly controls, is controlled by or is
under common control with another Person;

(b) owns or controls ten percent (10%) or more of the voting
securities of such other Person;

(c) is an officer, director or partner of such other Person
(or member, if such other Person is a limited liability company); or

(d) if such other Person is an officer, director, partner or
member of a limited liability company, any Person for which such other Person
acts in any such capacity.

For purposes of this definition, the terms "controls", "is controlled
by", or "is under common control with" shall mean the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a person or entity, whether through the ownership of voting
securities, by contract, or otherwise.

"AGREEMENT." This Operating Agreement.

"BUSINESS." As defined in Section 1.3.

"BUSINESS PLAN AND BUDGET." As defined in Section 3.3(b).

"CAPITAL ACCOUNT." The Capital Account established and maintained for
each Member pursuant to Section 7.6 hereof.

"CAPITAL CONTRIBUTION(S)." The amount of money and initial Gross Asset
Value of any property (other than money) contributed to the Company with respect
to the interest in the Company held by a Member. Any reference in this Agreement
to the Capital Contribution of a Member shall include a Capital Contribution
previously made by a predecessor of the Member with respect to the interest held
by such Member.

"CODE." The Internal Revenue Code of 1986, as amended from time to time
(or corresponding provision of succeeding law).

"COMPANY." Natus, L.L.C., an Arizona limited liability company.

"COMPANY MINIMUM GAIN." As defined in Regulations ss.ss. 1.704-2(b) (2)
and 1.704-2(d).

"CONTRIBUTION AGREEMENT." The Contribution Agreement dated March 12,
1996, between Old Natus and ACM.

"DEFAULT AMOUNT." As defined in Section 2.4(c)(i).

"DEPRECIATION." For each fiscal year or other period, an amount equal
to the depreciation, amortization or other cost recovery deduction allowable
with respect to an asset for such year or other period, 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 year or other period, 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 year or other period bears to such beginning adjusted tax basis;
provided, however, that if the federal income tax depreciation, amortization, or
other cost recovery deduction for such year or other period is zero,
Depreciation shall be determined with reference to such beginning Gross Asset
Value using any reasonable method selected by the Manager.

"DISTRIBUTION(S)." All distributions of cash or property by the Company
to the Members in accordance with this Agreement.

"GROSS ASSET VALUE." With respect to any asset, the asset's adjusted
basis for federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by
a Member to the Company shall be the gross fair market value of such asset as of
the date of contribution, as determined by the contributing Member and the
Manager or, in the case of Old Natus, in Section 2.1;

(b) the Gross Asset Value of all Company assets shall be
adjusted to equal their respective gross fair market values, as determined by
the Manager, as of the following times: (i) the acquisition of an additional
interest in the Company (other than the Capital Contributions pursuant to
Sections 2.2 and 2.3 of the Contribution Agreement) by any new or existing
Member in exchange for more than a de minimis Capital Contribution; (ii) the
distribution by the Company to a Member of more than a de minimis amount of
assets of the Company as consideration for any interest in the Company; and
(iii) the liquidation of the Company within the meaning of Regulations ss.
1.704-1 (b)(2)(ii)(G); provided, however, that adjustments pursuant to clauses
(i) and (ii) above shall be made only if the Manager reasonably determines that
such adjustments are necessary or appropriate to reflect the relative economic
interests of the Members in the Company;

(c) the Gross Asset Value of any Company asset distributed to
any Member shall be the gross fair market value of such asset on the date of
distribution as determined by the distributee and the Manager; and

(d) the Gross Asset Values of Company assets shall be
increased (or decreased) to reflect any adjustment to the adjusted basis of such
assets pursuant to Code ss. 734(b) or Code ss. 743(b), but only to the extent
that such adjustments are taken into account in determining Capital Accounts
pursuant to Regulations ss. 1.704-1(b)(2)(iv)(M) and Section 7.3(g) hereof;
provided, however that Gross Asset Values shall not be adjusted pursuant to this
subsection (d) to the extent the Manager determines that an adjustment pursuant
to subsection (b) hereof is necessary or appropriate in connection with a
transaction that would otherwise result in an adjustment pursuant to this
subsection (d).

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

"LLC ACT." The Arizona Limited Liability Company Act, Arizona Revised
Statutes ss.ss. 29-601 et seq., as amended.

"MANAGER." Natus Management, Inc., an Arizona corporation.

"MAXIMUM CONTRIBUTION." As defined in Section 2.2.

"MEMBER." Each of the Members named in this Agreement and any other
Person that becomes a Member pursuant to this Agreement.

"MEMBER NONRECOURSE DEBT." As defined in Regulations ss. 1.704-2(b)(4).

"MEMBER NONRECOURSE DEBT MINIMUM GAIN." An amount which, with respect
to each Member Nonrecourse Debt, is equal to the Company Minimum Gain that would
result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability
determined in accordance with Regulations ss. 1.704-2(i)(3).

"MEMBER NONRECOURSE DEDUCTIONS." As defined in Regulations ss.ss.
1.704-2(i)(1) and 1.704-2(i)(2).

"MEMBERSHIP INTEREST." The interest of a Member in the Profits, Losses
and Distributions (except as otherwise provided in this Agreement) of the
Company.

"NONRECOURSE DEDUCTION." As defined in Regulations ss. 1.704-2(b)(1).

"NONRECOURSE LIABILITY." As defined in Regulations ss. 1.704-2(b)(3).

"OFFICER." With respect to the Company, any Person appointed an officer
of the Company pursuant to Section 4.

"OLD NATUS." Natus Corporation, a Minnesota corporation.

"PERSON." An individual, firm, partnership, corporation, limited
liability company, estate, trust or other entity.

"PROFITS AND LOSSES." With respect to any fiscal year or other period,
an amount equal to the Company's taxable income or loss for such year or period,
determined in accordance with Code ss. 703(a) (for this purpose, all items of
income, gain, loss or deductions required to be stated separately pursuant to
Code ss. 703(a)(1) shall be included in taxable income or loss), with the
following adjustments:

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

(b) any expenditures of the Company described in Code ss.
705(a)(2)(B) or treated as Code ss. 705(a)(2)(B) expenditures pursuant to
Regulations ss. 1.704-l(b)(2)(iv)(I), and not otherwise taken into account in
computing Profits or Losses hereunder shall be subtracted from such taxable
income or loss;

(c) if the Gross Asset Value of any Company asset is adjusted
pursuant to subsections (b) or (c) of the definition of Gross Asset Value
herein, the amount of such adjustment shall be taken into account as gain or
loss from the disposition of such asset for purposes of computing Profits or
Losses;

(d) gain or loss resulting from any disposition of Company
property with respect to which gain or loss, if any, would be 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 assets may differ from its Gross Asset Value;

(e) in lieu of the depreciation, amortization and other cost
recovery deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such fiscal year or other
period, computed in accordance with the definition set forth herein;

(f) to the extent an adjustment to the adjusted tax basis of
any Company asset pursuant to Code ss. 734(b) or Code ss. 743(b) is required
pursuant to Regulations ss. 1.704-l(b)(2)(iv)(M)(4) to be taken into account in
determining Capital Accounts as a result of a distribution other than in
complete liquidation of a Member's Membership Interest in the Company, the
amount of such adjustment shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreases the basis
of the asset) from the disposition of the asset and shall be taken into account
for purposes of computing Profits or Losses; and

(g) notwithstanding any other provision of this definition,
any item which is specially allocated pursuant to Sections 7.3 or 7.4 of this
Agreement shall not be taken into account in computing Profits and Losses.

The amounts of the items of Company income, gain, loss or deduction
available to be specially allocated pursuant to Sections 7.3 or 7.4 hereof shall
be determined by applying rules analogous to those set forth in this definition
of Profits and Losses.

"REGULATIONS." The temporary and final Treasury Regulations promulgated
under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

"REGULATORY ALLOCATIONS." As defined in Section 7.4.

"TRANSFER." To sell, assign, transfer, give, donate, pledge, deposit,
alienate, bequeath, devise or otherwise dispose of or encumber to any Person
other than the Company.


SECTION 2
CAPITAL CONTRIBUTIONS; MEMBERSHIP INTERESTS

2.1 Capital Contribution of Old Natus. Old Natus shall contribute, as a
contribution to the capital of the Company, assets of the Business pursuant to
the terms of the Contribution Agreement. The Gross Asset Value of Old Natus's
Capital Contribution (as reflected on the Balance Sheet (as such term is defined
in the Contribution Agreement)) is ________________ Dollars ($______________),
which amount shall be adjusted to reflect changes in the components of the
Balance Sheet as of the Contribution Date (as such term is defined in the
Contribution Agreement) made in the ordinary course of business. As set forth in
the Contribution Agreement, the Company shall not assume, nor acquire any assets
subject to, any liabilities, of Old Natus, whether or not related to the
Business, other than as specifically set forth in the Contribution Agreement.

2.2 Capital Contribution of ACM. ACM shall contribute an amount not to
exceed the sum of One Million and No/100ths Dollars ($1,000,000.00) in cash to
the capital of the Company ("Maximum Contribution") on an "as and if needed
basis," provided, however, that at such time as the Manager has prepared the
Business Plan and Budget pursuant to Section 3.3(b) of this Agreement, ACM shall
contribute such amounts (up to an aggregate of the Maximum Contribution) as
required from time to time by the Business Plan and Budget (provided the Company
achieves the anticipated results set forth in the Business Plan and Budget). In
no event shall ACM be required to contribute more than the Maximum Contribution
to the Company, nor shall ACM be required to contribute capital to the Company
to fund, directly or indirectly, distributions to the Members. Notwithstanding
the foregoing, (i) if Old Natus shall become in material default under this
Agreement, the Distribution Agreement or the Contribution Agreement, and such
default is not cured within sixty (60) after written notice thereof to Old Natus
of the default, or (ii) four (4) years after the date of this Agreement, the
obligation of ACM to continue to contribute cash to the capital of the Company
(up to the Maximum Contribution) shall terminate and expire and be of no further
force and effect.

2.3 Capital Contribution of Manager. The Manager shall not be required
to contribute any amounts to the capital of the Company.

2.4 Additional Capital Contributions. l Contributions.

(a) Discretionary. The Members may make additional Capital
Contributions from time to time in such amounts and proportions as are
unanimously agreed.

(b) Required. The Manager may make a capital call on ACM from
time to time in accordance with Section 2.2 of this Agreement if and to the
extent that the Company requires additional capital; provided, however, that if
the Manager has prepared the Business Plan and Budget required pursuant to
Section 3.3(b) of this Agreement, such additional capital calls may be made by
the Manager only in accordance with such Business Plan and Budget, and only if
the Company achieves the anticipated results set forth in the Business Plan and
Budget ("Additional Assessment"). The Manager shall provide written notice of
the requirement for such Additional Assessments to ACM at least thirty (30) days
prior to the date on which such Additional Assessments are required to be made.
If ACM fails to make payment when due of its share of any Additional
Assessments, ACM shall be in default, and the Company, the Manager and the other
Members may exercise any and all remedies to which they may be entitled.

(c) Remedies. In addition to any remedies otherwise available
at law or in equity, and in the alternative, the Manager in its sole discretion
may, in the event of a default by ACM in paying any Additional Assessment:

(i) suspend all rights (including the right to
vote) and benefits attributable to ACM's Membership
Interests and apply all Distributions otherwise owing
to ACM against the Additional Assessments that ACM
failed to make plus any expenses of the Company
resulting from such failure ("Default Amount"), until
the amount of such Distributions, together with any
other payments made by ACM, have cured such default
by paying to the Company the Default Amount; or

(ii) pay the Default Amount, and receive a
Membership Interest in the Company in proportion to
the ratio the Default Amount bears to the Capital
Contributions paid by all of the Members, and reduce
the Membership Interest of ACM by a corresponding
amount.

(d) Reasonableness of Remedies. ACM acknowledges and agrees
that its failure to make a payment owing by reason of any Additional Assessments
will subject the Company to substantial damage. ACM acknowledges and agrees that
it is extremely difficult and impractical to ascertain the extent of such
damages to the Company, the other Members and the Manager, and ACM acknowledges
and agrees that the remedies set forth in this Section 2.4 are reasonable and do
not constitute invalid penalty provisions.

2.5 Temporary Loans. The Manager may cause the Company to borrow funds
(i) in the ordinary course of business from third parties, (ii) if ACM has made
the Maximum Contribution (or the obligation of ACM to make the Maximum
Contribution has expired pursuant to Section 2.2 of this Agreement) and the
Capital Contributions, including the Maximum Contribution, operating income and
other Company funds are insufficient to finance Company activities, or (iii),
after the twelve (12) month period commencing on the date of this Agreement, out
of the ordinary course of business from any party that is not an Affiliate of a
Member. Any such loans shall be on such terms and conditions as the Manager
shall determine, which terms and conditions shall be substantially the same as
those upon which the Company could obtain such a loan from an unrelated third
party financial institution doing business in Arizona. The inability of the
Company to obtain such a loan on more favorable terms from such an unrelated
third party financial institution shall be conclusive evidence that such terms
and conditions satisfy the requirements hereof.

2.6 Membership Interests. The respective Membership Interests of the
Members shall be as follows:

Manager Membership Interest

ACM 84.15%
Old Natus 14.85%
Manager 1.00%
-------
100.00%

2.7 Investment of Proceeds and Reserves. The cash reserves of the
Company may be temporarily invested in short-term highly liquid investments
where there is appropriate safety of principal.

2.8 Priority and Return of Capital. Except as expressly set forth in
this Agreement, no Member shall have priority over any other Member, either as
to the return of Capital Contributions or as to Profits, Losses or
Distributions; provided, however, that this Section shall not apply to advances
or loans which a Member has made to the Company. No Member shall receive any
interest, salary or other return with respect to his Capital Contributions,
Capital Account or for services rendered on behalf of the Company or otherwise
in his capacity as a Member, except with respect to (a) such Member's service as
an Officer of the Company, or (b) loans made to the Company, or except as
otherwise specifically set forth in this Agreement.

2.9 Payments of Individual Obligations. The Company's credit and assets
shall be used solely for the benefit of the Company, and no asset of the Company
shall be transferred or encumbered for or in payment of any individual
obligation of a Member.

2.10 Limitation of Liability. Each Member's liability for the debts and
obligations of the Company shall be limited as set forth in the Act.

2.11 Return of Certain Capital Contributions. If, prior to the earlier
to occur of the first (1st) anniversary of the date of this Operating Agreement
or the contribution of at least the Maximum Contribution by ACM, the Company is
dissolved, sells all or substantially all of its assets, or ceases operations,
all rights to use the registered trademark "NatusPatch" and all rights acquired
from Old Natus to distribute analgesic patches shall be returned to Old Natus.

SECTION 3
THE MANAGER

3.1 Management. The Manager shall have the exclusive right to manage
the affairs of the Company and shall have all rights, powers and authority
afforded to the Manager of a Company under the LLC Act. Without limiting the
generality of the foregoing, the Manager shall have full power and authority to
do the following:

(a) to hold, operate, maintain, otherwise deal with the assets
of the Company;

(b) to engage, on behalf of the Company all employees, agents,
architects, engineers, contractors, attorneys, accountants, consultants or any
other Persons (including Affiliates of the Manager) as the Manager, in its sole
discretion, deems appropriate for the performance of legal and accounting
services or otherwise in connection with the conduct, operation and management
of the Company's business and affairs, all on such terms and for such
compensation as the Manager, in its sole discretion, deems proper; provided,
however, that if the Manager engages Affiliates of the Manager, such engagement
shall be on terms no less favorable to the Company than the terms on which such
services would be available from non-affiliated third-parties;

(c) to prosecute, defend, settle or compromise, at the
Company's expense, any suits, actions or claims at law or in equity to which the
Company is a party or by which it is affected as may be necessary or proper in
the Manager's sole discretion, to enforce or protect the Company's interests,
and to satisfy out of Company funds any judgment, decree or decision of any
court, board, agency or authority having jurisdiction or any settlement of any
suit, action or claim prior to judgment or final decision thereon;

(d) to pay the expenses of the Company from the funds of the
Company; provided that all of the Company's expenses shall, to the extent
feasible, be billed directly to and paid by the Company;

(e) to dissolve and liquidate the Company;

(f) to make loans to the Company and charge a reasonable rate
of interest on such loans;

(g) to admit as Members any Persons to whom Transfers of
Membership Interests are properly made pursuant to Section 8 of this Agreement;

(h) to vote at any election or meeting of any corporation in
person, or by proxy, and to appoint agents to do so in its place and stead;

(i) to file, on behalf of the Company, all required local,
state and federal tax returns relating to the Company or its assets and
properties, and to make or determine not to make any and all elections with
respect thereto, subject to the provisions of Section 7 of this Agreement;

(j) to invest and reinvest the funds of the Company and to
establish bank, money market and other accounts for the deposit of the Company's
funds and permit withdrawals therefrom upon such signatures as the Manager
designates:

(k) to obtain casualty and liability insurance on behalf of
and for the protection of the Company and the Members;

(l) to execute and deliver any and all instruments and
documents, and to do any and all other things necessary or appropriate, in the
Manager's sole discretion, for the accomplishment of the business and purposes
of the Company or necessary or incidental to the protection and benefit of the
Company;

(m) to establish and maintain a working capital reserve for
operating expenses, capital expenditures, normal repairs, replacements,
contingencies, and other anticipated costs relating to the assets of the Company
by retaining a percentage of revenues of the Company as determined from time to
time by the Manager to be reasonable under the then-existing circumstances;

(n) to appoint Officers pursuant to Section 4.2 and to
delegate any of the Manager's rights, powers and authority to any one or more of
such Officers;

(o) to amend this Agreement, provided that such amendment is
of an inconsequential nature and does not adversely affect the Members in any
material respect, or is necessary or desirable to comply with any applicable law
or governmental regulation or is required or contemplated by this Agreement.

3.2 Fees and Compensation to the Manager and Its Affiliates. The
Manager shall not be entitled to receive any compensation for its services to
the Company in its capacity as a Manager, but shall be entitled to reimbursement
for its expenses incurred in connection with the Company.

3.3 Duties and Obligations of the Manager.ns of the Manager.

(a) The Manager shall take action which may be necessary or
appropriate (i) for the continuation of the Company's valid existence as a
limited liability company under the laws of the state of Arizona; (ii) for the
qualification of the Company to do business in any jurisdiction in which such
qualification is necessary to conduct the Company's business; and (iii) for the
acquisition, development, maintenance, preservation and operation of all of the
Company's business in accordance with the provisions of this Agreement and
applicable laws and regulations.

(b) Within six (6) months after the date of this Agreement
with respect to the first year of operations, and thereafter within sixty (60)
days after the end of the preceding fiscal year, for all subsequent years of
operation, the Manager shall develop and prepare a business plan and operating
budget (the "Business Plan and Budget") for the fiscal year, consistent with the
purposes of the Company as set forth in Section 1.3 hereof, which Business Plan
and Budget shall set forth the anticipated capital needs of the Company and the
anticipated results of business of the Company. The Manager shall promptly
deliver a copy of each year's Business Plan and Budget, when prepared, and any
amendments thereto, to each Member.

(c) The Manager shall devote to the Company such time as may
be necessary for the proper performance of its duties hereunder, but shall not
be required to devote its full time to the performance of such duties.

(d) The Manager shall be under a fiduciary duty to conduct the
affairs of the Company in the best interests of the Company and of the Members,
including the safekeeping and use of all Company funds and assets for the
exclusive benefit of the Company. Neither the Manager nor any Affiliate of the
Manager shall enter into any transaction with the Company which may
significantly benefit the Manager or any such Affiliate in its independent
capacity unless the transaction is expressly permitted hereunder or is entered
into principally for the benefit of the Company in the ordinary course of the
Company's business.

3.4 Confirmation of Authority. Any documents to be executed on behalf
of the Company, including, but not limited to, agreements, leases, deeds,
mortgages, deeds of trust, notes, bonds, assignments, stock powers and other
forms of contracts, and all amendments, modifications or rescissions of the
same, shall be binding upon and considered as authorized for the Company when
signed on its behalf by the Manager, by any Officer so authorized pursuant to
this Agreement or by such other Person as the Manager shall specify in writing.

3.5 Liability and Indemnification of the Manager. The Manager, its
officers, directors, shareholders and agents, shall not be liable, responsible
or accountable in damages or otherwise to the Company or to any of the Members
for any act or omission performed or omitted by it, its officers, directors,
shareholders or agents in good faith pursuant to the authority granted to the
Manager by this Agreement in a manner reasonably believed by the Manager, such
officers, directors or agents, to be within the scope of the authority granted
to Manager by this Agreement and in or not opposed to the best interest of the
Company or the Members; provided, however, that neither the Manager, its
officers, directors, nor its agents, shall be relieved of liability in respect
of any claim, issue or matter as to which the Manager, its officers, directors
or agents shall have been adjudged to be liable for gross negligence or willful
misconduct in the performance of its fiduciary duty to the Company or to the
Members; and, subject to such limitation in the case of any such judgment of
liability, the Company shall indemnify, defend and hold the Manager, its
officers, directors, shareholders and agents harmless against any loss or damage
incurred by them including but not limited to any loss or damage resulting
solely by reason of serving as Manager or as an officer, director, shareholder
or agent thereof, and against expenses (including attorneys' fees and costs)
actually and reasonably incurred by Manager, its officers, directors,
shareholders and agents in connection with the defense or settlement of any
threatened, pending or completed action or suit by any Member in connection
therewith. The satisfaction of any indemnification and any saving harmless shall
be from and limited to Company assets, and no Member shall have any personal
liability on account thereof except as otherwise set forth in this Agreement.

3.6 Withdrawal of the Manager. The Manager shall not resign as Manager
without the approval of the Members holding at least a majority of the
Membership Interests. Upon a two-thirds vote of all Members, the Members may
remove the Manager as Manager and designate another person or entity as Manager.

SECTION 4
OFFICERS OF THE COMPANY

4.1 Required Officers. The Officers of the Company shall be a Chief
Executive Officer, a President, and one or more Vice-Presidents. The Manager may
also designate such other offices as the Manager, in its sole discretion, deems
proper or appropriate, and the persons filing such offices shall be deemed
"Officers" for the purposes of this Agreement, and they shall hold their offices
for such terms, exercise such powers and perform such duties as shall be
determined from time to time by the Manager.

4.2 Appointment of Officers. The Officers of the Company shall be
selected by the Manager and shall be natural persons. Any number of offices may
be held by the same person, unless this Agreement provides otherwise. The
initial Officers of the Company shall be as follows:

Officer Office
Alan R. Mishkin Chief Executive Officer
Richard J. Bennetts President
Kathleen Billings Vice President--Marketing and
Products Development
Ryan Wuerch Vice President--Sales
Stanley Lumpp Vice President--Distribution

4.3 Salaries. The salaries of the Officers shall be fixed from time to
time by the Manager, and no Officer shall be prevented from receiving such
salary by reason of the fact that he is also an Affiliate of a Member or the
Manager.

4.4 Term of Office. The Officers shall hold office until their
successors are chosen and qualified. Any Officer may be removed at any time by
the Manager. Any vacancy occurring in any office because of death, resignation,
removal, disqualification or otherwise shall be filled by the Manager.

4.5 Chief Executive Officer. The Chief Executive Officer, if one shall
have been appointed and be serving, shall preside at all meetings of the
Members. The Chief Executive Officer shall act as directing head of the Company
and shall be responsible for the development of the overall business strategies
and goals of the Company, in a manner consistent with the purpose of the Company
set forth in Section 1.3 and the decisions of the Manager.

4.6 President. If a Chief Executive Officer shall not have been
appointed or, having been appointed, shall not be serving or be absent, the
President shall preside at all meetings of the Members. The President shall
possess the power and may perform the duties of the Chief Executive Officer in
his absence or disability and shall perform such other duties as may be
prescribed from time to time by the Manager or the Chief Executive Officer. He
shall have general and active management of the day to day business and affairs
of the Company and shall see that all decisions of the Manager and the Chief
Executive Officer are carried into effect. The President shall sign, unless he
or the Manager designates in writing someone to sign on his or her behalf, all
deeds and conveyances, all contracts and agreements, and all other instruments
requiring execution on behalf of the Company.

4.7 Vice Presidents. There shall be as many Vice Presidents as shall be
determined by the Manager from time to time, and they shall perform such duties
as from time to time may be assigned to them. Any one of the Vice Presidents, as
authorized by the Manager or Chief Executive Officer, shall have all the powers
and perform all the duties of the President in case of the temporary absence of
the President, or in the case of his or her temporary inability to act. In case
of the permanent absence or inability of the President to act, the office shall
be declared vacant by the Manager and a successor shall be chosen by the
Manager.

4.8 Liability and Indemnification of the Officers. No Officer shall be
liable, responsible or accountable in damages or otherwise to the Company or to
any of the Members for any act or omission performed or omitted by him in good
faith pursuant to the authority granted to him by this Agreement in a manner
reasonably believed by him to be within the scope of the authority granted to
him by this Agreement and in or not opposed to the best interest of the Company
or the Members; provided, however, that no Officer shall be relieved of
liability in respect of any claim, issue or matter as to which such Officer
shall have been adjudged to be liable for gross negligence or willful misconduct
in the performance of his fiduciary duty to the Company or to the Members; and,
subject to such limitation in the case of any such judgment of liability, the
Company shall indemnify, defend and hold each Officer harmless against any loss
or damage incurred by him including but not limited to any loss or damage
resulting solely by reason of serving as an Officer and against expenses
(including attorneys' fees and costs) actually and reasonably incurred by him in
connection with the defense or settlement of any threatened, pending or
completed action or suit by any Member in connection therewith. The satisfaction
of any indemnification and any saving harmless shall be from and limited to
Company assets, and no Member shall have any personal liability on account
thereof except as otherwise set forth in this Agreement.

SECTION 5
THE MEMBERS

5.1 Members' Right to Vote. Except as set forth in Section 3.6 hereof,
the Members shall not have the right to vote on any matters with respect to the
business or affairs of the Company except the following matters, as to which the
vote of Members holding a majority-in-interest of the Membership Interests shall
be obtained before the Manager undertakes any such action:

(a) any change in the purpose of the Company;

(b) any amendment to the Operating Agreement that reduces any
Member's Membership Interest; or

(c) any sale or lease of substantially all of the assets of
the Company to the Manager or any Affiliate thereof.

5.2 Meetings. The Manager shall call a meeting of the Members at least
once each year, on such date and at such time as the Manager deems desirable.
Special meetings of the Members may be called by the Manager from time to time
to obtain the vote of the Members on the matters set forth in Sections 3.6 or
5.1, or for any other purpose or purposes. Each Member shall pay its own
expenses incurred in connection with any meeting of the Members of the Company.

5.3 Place of Meetings. The Manager may designate any place, either
within or outside the State of Arizona, as the place of meeting for any meeting
of the Members. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be held at the principal place of business of
the Company, as set forth in Section 1.2.

5.4 Notice of Meetings. Written notice stating the place, day and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be delivered not less than three (3) nor more than fifty (50) days before the
date of the meeting, either personally or by mail, by or at the direction of the
Manager, to each Member entitled to vote at such meeting, unless notice is
waived in writing by each Member.

5.5 Proxies. At all meetings of the Members, a Member may vote in
person or by proxy executed in writing by the Member or by a duly authorized
attorney-in-fact. Such proxy shall be filed with the Company before or at the
time of the meeting. No proxy shall be valid after eleven months from the date
of its execution, unless otherwise provided in the proxy.

5.6 Action by Members Without a Meeting. Any action required or
permitted to be taken at a meeting of Members may be taken without a meeting if
the action is evidenced by one or more written consents describing the action
taken, signed by Members holding the proportion of Membership Interests as is
required by this Agreement to take such action, and delivered to the Company for
inclusion in the minutes or for filing with the Company records. Prior to the
Members taking an action under this Section on any matter identified in Sections
5.1(a) through 5.1(c), the Manager shall notify all Members of the proposed
action in writing. An action taken under this Section is effective when the
required number of Members have signed the consent, unless the consent specifies
a different effective date. The Manager shall notify all Members of any action
taken under this Section.

5.7 Other Activities of the Members. The Members and their Affiliates
may engage in other businesses and activities of every nature and description,
independently and with others, provided, however, that except as set forth in
this Section 5.7, no Member nor its Affiliates shall engage in, own, directly or
indirectly or be employed (whether as an employee or consultant) by, any entity
engaged in the multi-level (direct sales) marketing business in any of its
current aspects, and neither the Company nor any Member shall by reason of this
Agreement have any rights in any such venture or in the income or profits
derived therefrom. The Members acknowledge that Alan R. Mishkin, an Affiliate of
ACM and Manager, indirectly owns an interest in Red Rock Collections, Inc., a
corporation that does or may engage in the business of multi-level (direct
sales) marketing and product distribution and acknowledge that such ownership
interest shall not be deemed to be in violation of this Section 5.7.

5.8 Indemnification of the Members. The Company shall protect, defend,
indemnify and hold harmless each Member from and against any losses, damages
(including, without limitation, consequential damages and penalties) and
expenses (including, without limitation, reasonable counsel fees, costs and
expenses incurred in investigating and defending against the assertion of such
liabilities) which may be sustained, suffered or incurred by such Member in
connection any claims asserted by third-parties against such Member arising from
the operation of the Business by the Company.



SECTION 6
DISTRIBUTIONS

6.1 Amount and Time of Distribution. The portion, if any, of the
Company's cash funds and other property, after payment of expenses and the
making of all other required expenditures shall be distributed:

(a) on or before April 15, June 15 and September 15 of each
fiscal year of the Company and January 15 and April 15 of the year following
such fiscal year, an amount of cash with respect to each Member's income tax
liability attributable to allocations of Profits to each Member for such fiscal
year and prior fiscal years of the Company. The amount of each such distribution
shall be equal to (i) 35% of the excess of (A) the cumulative Profits allocated
to the Member pursuant to this Agreement for the fiscal year and all prior
fiscal years of the Company (including a reasonable estimate of the Member's
allocable share of Profits for the fiscal year as of the end of the month
preceding the distribution) over (B) cumulative Losses allocated to the Member
pursuant to this Agreement for all prior fiscal years of the Company minus (ii)
the sum of all prior distributions to such Member; and

(b) to the Members from time to time as the Manager deems
proper.

6.2 General Rule for Distributions. Except as otherwise provided in
this Agreement, all Distributions (other than those pursuant to Section 6.1(a))
shall be made to the Members in accordance with their respective Membership
Interests. Upon liquidation, or in the event of a sale of substantially all of
the assets of the Company in a single transaction, regardless of whether such
sale of the Company causes a dissolution pursuant to Section 9.1 of this
Agreement, liquidation or sales proceeds, as the case may be, shall be
distributed to the Members in accordance with Section 9.3.

6.3 No Distribution upon Withdrawal. No withdrawing Member shall be
entitled to receive any Distribution or the value of such Member's Membership
Interest as the result of such withdrawal prior to the liquidation of the
Company.

SECTION 7
ALLOCATION OF PROFITS AND LOSSES

7.1 Allocation of Profits. After taking into account the special
allocations provided in Sections 7.3 and 7.4, Profits, if any, of the Company
shall be allocated as follows:

(a) first, 100% to the Members until the aggregate Profits
allocated to the Members pursuant to this Section 7.1(a) for such fiscal year
and all previous years is equal to the aggregate Losses allocated to the Members
pursuant to the last sentence of Section 7.2 of this Agreement for all previous
years; and

(b) second, the balance, if any, shall be allocated to the
Members in accordance with their respective Membership Interests.

7.2 Allocation of Losses. After taking into account the special
allocations provided in Sections 7.3 and 7.4, Losses, if any, of the Company
shall be allocated to the Members in accordance with their respective Membership
Interests; provided, however, that the Losses allocated pursuant to this Section
7.2 to any Member shall not exceed the maximum amount of Losses that can be so
allocated without causing any Member to have an Adjusted Capital Account Deficit
at the end of any fiscal year. If an allocation of Losses pursuant to this
Section 7.2 would cause one, but not all, of the Members to have an Adjusted
Capital Account Deficit as a result of such allocation, the limitation set forth
in this Section 7.2 shall be applied on a Member by Member basis so as to
allocate the maximum permissible Losses to each Member under Regulations ss.
1.704-l(b)(2)(ii)(D).

7.3 Special Allocations. The following special allocations shall be
made in the following order:

(a) Except as otherwise provided in Regulations ss.
1.704-2(f), notwithstanding any other provision of this Section 7, if there is a
net decrease in Company Minimum Gain during any fiscal year, each Member shall
be specially allocated items of Company income and gain for such fiscal year
(and, if necessary, subsequent fiscal years) in an amount equal to such Member's
share of the net decrease in Company Minimum Gain, determined in accordance with
Regulations ss. 1.704-2(g). Allocations pursuant to the previous sentence shall
be made in proportion to the respective amounts required to be allocated to each
Member pursuant thereto. The items so to be allocated shall be determined in
accordance with Regulations ss.ss. 1.704-2(f)(6) and 1.704-2(j)(2). This Section
7.3(a) is intended to comply with the minimum gain chargeback requirement in
Regulations ss. 1.704-2(f) and shall be interpreted consistently therewith.

(b) Except as otherwise provided in Regulations ss.
1.704-2(i)(4), notwithstanding any other provision of this Section 7, if there
is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a
Member Nonrecourse Debt during any fiscal year, each Member who has a share of
the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse
Debt, determined in accordance with Regulations ss. 1.704-2(i)(5), shall be
specially allocated items of Company income and gain for such year (and, if
necessary, subsequent fiscal years) in an amount equal to such Member's share of
the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such
Member Nonrecourse Debt, determined in accordance with Regulations ss.
1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Member
pursuant thereto. The items to be so allocated shall be determined in accordance
with Regulations ss.ss. 1.704-2(i)(4) and 1.704-2(j)(2). This Section 7.3(b) is
intended to comply with the minimum gain chargeback requirement in Regulations
ss. 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c) If any Member unexpectedly receives any adjustments,
allocations or distributions described in Regulation ss.ss. 1.704-l(b)(2)(ii)
(D) (4), (5), or (6), items of Company income and gain shall be specially
allocated to such Member in an amount and a manner sufficient to eliminate, to
the extent required by the Regulations, the Adjusted Capital Account Deficit of
such Member as quickly as possible; provided that an allocation pursuant to this
Section 7.3(c) shall be made only if and to the extent that such Member would
have an Adjusted Capital Account Deficit after all other allocations provided
for in this Section 7 have been tentatively made as if this Section 7.3(c) were
not in this Agreement.

(d) If any Member has a deficit Capital Account at the end of
any fiscal year which is in excess of the sum of (i) the amount such Member is
obligated to restore pursuant to any provision of this Agreement, and (ii) the
amount such Member is deemed to be obligated to restore pursuant to the
penultimate sentences of Regulations ss.ss. 1.704-2(g)(1) and 1.704-2(i)(5),
each such Member shall be specially allocated items of Company income and gain
in the amount of such excess as quickly as possible; provided that an allocation
pursuant to this Section 7.3(d) shall be made only if and to the extent that
such Member would have a deficit Capital Account in excess of such sum after all
other allocations provided in this Section 7.3 have been made as if Section
7.3(c) hereof and this Section 7.3(d) were not in this Agreement.

(e) Nonrecourse Deductions for any fiscal year shall be
specially allocated to the Members in accordance with their Membership
Interests.

(f) Any Member Nonrecourse Deductions for any fiscal year
shall be specially allocated to the Member who bears the economic risk of loss
with respect to the Member Nonrecourse Debt to which such Member Nonrecourse
Deductions are attributable in accordance with Regulations ss. 1.704-2(i)(1).

(g) To the extent an adjustment to the adjusted tax basis of
any Company asset pursuant to Code ss. 734 (b) or Code ss. 743 (b) is required
to be taken into account pursuant to Regulations ss.ss. 1.704-1 (b)
(2)(iv)(M)(2) or 1.704-1 (b) (2)(iv)(M)(4) in determining Capital Accounts as
the result of a distribution to a Member in complete liquidation of his interest
in the Company, the amount of such adjustment to Capital Accounts shall be
treated as an item of gain (if the adjustment increases the basis of the asset)
or loss (if the adjustment decreases such basis) and such gain or loss shall be
specially allocated to the Members in accordance with their interests in the
Company if Regulations ss. 1.704-1 (b) (2)(iv)(M)(2) applies, or to the Member
to whom such distribution was made if Regulations ss. 1.704-1(b)(iv)(M)(4)
applies.

7.4 Curative Allocations. The allocations set forth in Section 7.3
hereof ("Regulatory Allocations") are intended to comply with certain
requirements of the Regulations. It is the intent of the Members that, to the
extent possible, all Regulatory Allocations will be offset with special
allocations of other items of Company income, gain, loss and deduction pursuant
to this Section 7.4. Therefore, notwithstanding any other provision of this
Section 7 (other than the Regulatory Allocations) the Manager shall make
offsetting special allocations of Company income, gain, loss or deduction in
whatever manner it determines appropriate so that, after such offsetting
allocations are made, each Member's Capital Account balance is, to the extent
possible, equal to the Capital Account balance such Member would have had if the
Regulatory Allocations were not part of the Agreement and all Company items were
allocated pursuant to Sections 7.1 and 7.2 hereof.

7.5 Other Allocations Rules.

(a) In accordance with Code ss. 704(c) and the applicable
Regulations issued thereunder, income, gain, loss and deduction with respect to
any property contributed to the capital of the Company, shall, solely for tax
purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its initial Gross Asset Value. In the event the Gross Asset
Value of any Company property is adjusted pursuant to this Agreement, subsequent
allocations of income, gain, loss, and deduction with respect to such asset
shall take into account any variation between the adjusted basis of such asset
for federal income tax purposes and its Gross Asset Value in the same manner as
under Code ss. 704(c) and the Regulations thereunder. Any elections or other
decisions relating to such allocations shall be made by the Members in any
manner that reasonably reflects the purpose of this Agreement. Allocations made
pursuant to this Section 7.5(a) are solely for purposes of federal, state, and
local taxes and shall not affect, or in any way be taken into account in
computing, any Member's Capital Account or share of Profits, Losses, other
items, or Distributions pursuant to any provision of this Agreement.

(b) The Members shall make such other special allocations as
are required, from time to time, in order to comply with any mandatory provision
of the Regulations or to reflect a Member's economic interest in the Company
determined with reference to such Member's right to receive Distributions from
this Company and such Member's obligation, if any, to pay its expenses and
liabilities.

(c) The Members are aware of the income tax consequences of
the allocations made by this Section 7 and hereby agree to be bound by the
provisions of this Section 7 in reporting their share of Company income and loss
for income tax purposes.

7.6 Capital Account. The Company shall maintain a Capital Account for
each Member in accordance with the following provisions:

(a) To each Member's Capital Account there shall be credited
such Member's Capital Contributions, such Member's distributive share of Profits
and any items in the nature of income or gain which are specifically allocated
pursuant to Sections 7.3 and 7.4 hereof, and the amount of any Company
liabilities assumed by such Member or which are secured by any Company property
distributed to such Member.

(b) To each Member's Capital Account there shall be debited
the amount of cash and the Gross Asset Value of any Company property distributed
to such Member pursuant to any provision of this Agreement, such Member's
distributive share of Losses and any items in the nature of expenses or losses
which are specially allocated pursuant to Sections 7.3 and 7.4 hereof and the
amount of any liabilities of such Member assumed by the Company or which are
secured by any property contributed by such Member to the Company.

(c) In the event that any interest in the Company is
transferred in accordance with the terms of this Agreement, the transferee shall
succeed to the Capital Account of the transferor to the extent it relates to the
transferred interest.

(d) In determining the amount of any liability for purposes of
Subsections (a) and (b) above, there shall be taken into account Code ss. 752(c)
and any other applicable provisions of the Code and Regulations.

The foregoing provisions and other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Regulations ss. 1.704-l(b), and shall be interpreted and applied in a manner
consistent with such Regulations. In the event the Manager determines that it is
prudent to modify the manner in which the Capital Accounts, or any debits or
credits thereto (including, without limitation, debits or credits relating to
liabilities that are secured by contributed or distributed property or that are
assumed by the Company or the Members), are computed in order to comply with
such Regulations, the Manager may make such modification provided it does not
affect the amounts distributable to any Member upon the dissolution of the
Company. The Manager also shall make any appropriate modifications in the event
unanticipated events (for example, the acquisition by the Company of oil or gas
properties) might otherwise cause this Agreement not to comply with Regulations
ss. 1.704-l(b).

SECTION 8
TRANSFERS OF MEMBERSHIP INTERESTS

8.1 Restrictions on Transfer of Membership Interests. No Member shall
make a Transfer of any Membership Interest or any portion thereof (including,
without limitation, a Transfer of a right to Profits, Losses, or Distributions
to a transferee who does not become a substituted Member) unless approved by the
Manager in its sole discretion and in compliance with the requirements of this
Section 8.

8.2 Termination of the Company for Tax Purposes. The Transfer of all or
any part of a Membership Interest may not be made (and will be invalid) if the
interests sought to be transferred, when added to all other interests in the
Company's capital and/or profits transferred within the twelve consecutive month
period ending on the date of such proposed transfer, would cause the termination
of the Company for federal income tax purposes, provided, however, that a
Transfer causing such a termination may occur if the Manager consents to that
Transfer and acknowledges in writing that the Transfer may cause a termination
of the Company for federal income tax purposes.

8.3 Requirements for Transferee Becoming a Substituted Member. No
transferee shall become a substituted Member in the Company unless the Transfer
is in compliance with Section 8.2 hereof, and the following conditions are
satisfied:

(a) the Person to whom the Transfer is to be made shall
undertake in writing all of the obligations under this Agreement with respect to
the Membership Interest to which the Transfer relates;

(b) all reasonable fees and expenses required in connection
with the Transfer shall have been paid by or for the account of the Person to
whom the Transfer is to be made; and

(c) all agreements and all other documents shall have been
executed and filed and all other acts shall have been performed which the
Manager deems necessary to make the Person to whom the Transfer is to be made a
substituted Member in the Company and to preserve the status of the Company.

SECTION 9
DISSOLUTION, WINDING UP AND LIQUIDATION OF THE COMPANY

9.1 Dissolution.

(a) The Company shall be dissolved upon the occurrence of any
of the following events:

(i) the expiration of its term, as set forth
in Section 1.4;

(ii) the written agreement of Members
holding a majority-in- interest of the Membership Interests;

(iii) the entry of a decree of dissolution
under LLC Act 29-785;

(iv) the acquisition by one Member of all of
the outstanding Membership Interests;

(v) the sale of substantially all of the
assets of the Company in a single transaction and the
collection of all net sales proceeds related thereto; or

(vi) upon the occurrence of any event
described in LLC Act ss. 29-733 to the Manager, unless the
business of the Company is continued by the specific consent
of Members holding a majority (in both capital and profits) of
the Membership Interests given within 90 days after such event
and there are at least two remaining Members.

(b) As soon as possible following the occurrence of any event
causing dissolution of the Company if the Company is not continued, the Manager
shall execute and file a notice of winding up with the Arizona Corporation
Commission. When all debts, liabilities and obligations have been paid and
discharged or adequate provisions have been made therefor and all of the
remaining property and assets have been distributed to the Members, Articles of
Termination shall be executed and filed with the Arizona Corporation Commission.

(c) Notwithstanding any provisions of this Section 9 to the
contrary, if the Company is liquidated within the meaning of Regulations ss.
1.705-2(b)(ii)(G) but none of the events described in Section 9.1(a) hereof have
occurred, the Company shall not be liquidated, the Company's liabilities shall
not be paid or discharged, and the Company's affairs shall not be wound up.
Instead, solely for federal income tax purposes, the Company shall be deemed to
have distributed its assets in kind to the Members, who shall be deemed to have
assumed and taken subject to all Company liabilities, all in accordance with
their respective Capital Accounts and, immediately thereafter the Members shall
be deemed to have recontributed all of such assets in kind to the Company, which
shall be deemed to have assumed and taken subject to all liabilities.

9.2 Effect of Filing of Dissolving Statement. Upon the dissolution of
the Company, the Company shall cease to carry on its business except as may be
necessary for the winding up of its business, but its separate existence shall
continue until the Articles of Termination have been filed with the Arizona
Corporation Commission or until a decree dissolving the Company has been entered
by a court of competent jurisdiction.

9.3 Winding Up, Liquidation and Distribution of Assets.f Assets.

(a) Upon dissolution, an accounting shall be made by the
Company's independent accountants of the accounts of the Company and of the
Company's assets, liabilities and operations, from the date of the last previous
accounting until the date of dissolution. The Members shall immediately proceed
to wind up the affairs of the Company.

(b) If the Company is dissolved and its affairs are to be
wound up, the Manager shall (i) sell or otherwise liquidate all of the Company's
assets as promptly as practicable (except to the extent the Manager may
determine to distribute any assets to the Members in kind), (ii) allocate any
Profits or Losses resulting from such sales to the Members' Capital Accounts in
accordance with Section 7 hereof, (iii) discharge all liabilities of the
Company, including all costs relating to the dissolution, winding up, and
liquidation and distribution of assets, (iv) establish such reserves as may be
reasonably necessary to provide for contingent liabilities of the Company, and
(v) distribute all remaining cash and assets of the Company to the Members in
accordance with their Capital Accounts. Any amounts withheld as reserves but not
ultimately required to discharge liabilities of the Company shall be distributed
to the Members as promptly as possible. Distributions to the Members shall be
made in accordance with the time requirements set forth in Regulations ss.
1.704-1(b)(2)(ii)(B)(2).

(c) Notwithstanding anything to the contrary in this
Agreement, upon a liquidation within the meaning of Regulations ss.
1.704-1(b)(2)(ii)(G), if any Member has a negative deficit Capital Account
balance (after giving effect to all contributions, distributions, allocations
and other Capital Account adjustments for all taxable years, including the year
during which such liquidation occurs), such Member shall have no obligation to
make any contribution to the capital of the Company, and the negative balance of
such Member's Capital Account shall not be considered a debt owed by such Member
to the Company or to any other person for any purpose whatsoever.

(d) Upon completion of the winding up, liquidation and
distribution of the assets and filing of the Articles of Termination, the
Company shall be deemed terminated.

9.4 Return of Contribution Nonrecourse to Other Members. Except as
provided by law, upon dissolution, each Member shall look solely to the assets
of the Company for the return of his Capital Contributions. If the Company
property remaining after the payment or discharge of the debts and liabilities
of the Company is insufficient to return the Capital Contributions of one or
more Members, such Member or Members shall have no recourse against any other
Member.


SECTION 10
BOOKS AND RECORDS OF THE COMPANY; ACCOUNTING AND TAX MATTERS

10.1 Nature of Books and Records. The Manager shall maintain or cause
to be maintained complete and accurate records and books of account appropriate
for the Company's business and affairs. Such books and records shall be kept on
a basis consistent with the accounting methods followed by the Company for
federal income tax purposes.

10.2 Review; Audit. At the discretion of the Manager, the books of the
Company may be reviewed or audited annually at Company expense by such national
independent public accounting firm as the Manager shall designate.

10.3 Elections by Company as to Optional Adjustment to Basis. In the
case of a distribution of property within the provisions of Code ss. 734 or in
the case of a Transfer of a Membership Interest permitted by this Agreement made
within the provisions of Code ss. 743, the Manager on behalf of the Company may,
at its option, file an election under Code ss. 754 in accordance with the
procedures set forth in the applicable Regulations. If such an election is
filed, the Manager shall provide any additional accounting or tax information
with respect to any adjustment to basis for any Member.

10.4 Election With Respect to Taxation as Company. No election shall be
made under Code ss. 761 to exclude the Company from the application of any of
the provisions of Subchapter K, Chapter 1 of the Code.

10.5 Names and Addresses of Members. The Manager shall maintain a
current alphabetical list of the full names and last known business addresses of
all Members at the principal office of the Company. Such list shall be made
available for the review of any Member or his representative at reasonable times
and, upon request either in person or by mail, the Manager shall furnish a copy
of such list to any Member or his representative for the cost of reproduction
and mailing.

10.6 Fiscal Year. The fiscal year of the Company shall end on December
31 of each year.

10.7 Tax Returns. Within ninety (90) days after the end of each fiscal
year of the Company, the Manager shall cause a nationally certified audit firm
to prepare a U.S. partnership return of income and any applicable state or local
returns of income for the Company and, in connection therewith, shall make any
available or necessary elections. Within such ninety (90) day period, the
Company shall furnish to the Members information required to be set forth in
each Member's individual federal income tax return. The Company's U.S.
partnership returns of income, and any applicable state or local returns of
income, for the three most recent fiscal years of the Company shall be kept at
the Company's principal office.

10.8 Financial Information. The Manager shall furnish to each Member
from time to time or upon reasonable demand true and full information regarding
the business and financial condition of the Company. Such financial information
for the three most recent fiscal years of the Company shall be kept at the
Company's principal office.

10.9 Records. The Manager shall keep or cause to be kept at the
Company's principal office (a) full and accurate records of all transactions of
the Company for the three most recent fiscal years, (b) a copy of the Articles
of Organization and all Articles of Amendment thereto together with executed
copies of any powers of attorney pursuant to which any such document has been
executed, (c) copies of the then effective Agreement and (d) copies of any
financial statements of the Company for its three most recent fiscal years.

10.10 Access to Records. Each Member and its designated representatives
shall be permitted access to all records of the Company at the principal office
of the Company during ordinary business hours and shall have the right to make
copies thereof at their own expense. Upon written request, after payment of the
reasonable expenses of duplication, a Member shall be provided with a copy of
the Articles of Organization and any Articles of Amendment thereto. The Company
shall not otherwise be required to deliver or mail a copy of the Articles of
Organization or any Articles of Amendment thereto. The Members shall have the
further right to obtain from the Manager from time to time upon reasonable
demand (i) true and full information regarding the state of the business and
financial condition of the Company, (ii) promptly after becoming available, a
copy of the Company's federal, state and local income tax returns for such year
and (iii) such other information regarding the affairs of the Company as is just
and reasonable within the meaning of the LLC Act.


SECTION 11
MISCELLANEOUS PROVISIONS

11.1 Notices. All notices and other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed to have been duly given, made and received only when delivered against
receipt or when deposited in the United States mails, first class, postage
prepaid, return receipt requested, addressed to the addressee at his address as
shown from time to time in the records of the Company. Any Member may alter the
address to which communications are to be sent by giving written notice of such
change of address to the Manager in conformity with the provisions of this
Section.

11.2 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
heirs, personal representatives and assigns.

11.3 Controlling Law. This Agreement shall be governed by and construed
in accordance with the laws of the state of Arizona without respect to its
internal laws governing conflicts. The venue for any dispute arising hereunder
shall be Maricopa County, Arizona

11.4 Provisions Severable. If any provision of this Agreement shall be
or shall become illegal or unenforceable in whole or in part, for any reason,
the remaining provisions shall be nevertheless be deemed valid, binding and
subsisting.

11.5 Indulgences Not Waivers. Neither the failure nor any delay on the
part of any party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of any other right, remedy, power or privilege nor with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any subsequent occurrence.

11.6 Titles Not to Affect Interpretation. The titles of sections,
paragraphs and subparagraphs contained in this Agreement are inserted for the
convenience of reference only, and they neither form a part of this Agreement
nor are they to be used in the construction or interpretation thereof.

11.7 Gender. Words used herein, regardless of the number or gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context requires.

11.8 Execution In Counterpart. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any persons signatory hereto may execute this Agreement by
signing any such counterpart.

11.9 Statutory Provisions. Any statutory references in this Agreement
shall include a reference to any successor to such statute.

11.10 Waiver of Action for Partition. Each Member irrevocably waives
during the term of the Company any right that such Member have to maintain any
action for partition with respect to the property of the Company.

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


"ACM" "OLD NATUS"
ACM Investments, L.L.C., an Natus Corporation, a Minnesota
Arizona limited company corporation

By: Great Western Development
Corporation, an Arizona
corporation, Manager /s/Kathleen A. Billings
By: Kathleen A. Billings
Its: President
/s/Alan R, Mishkin
By: Alan R. Mishkin, President




"MANAGER"
Natus Management, Inc., an Arizona corporation



/s/Richard J. Bennetts
By: Richard J. Bennetts
Its: President