OPERATING AGREEMENT OF PEAK ASPHALT, L.L.C.

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Title: OPERATING AGREEMENT OF PEAK ASPHALT, L.L.C.
Date: 1/20/2005

Exhibit 2.02

OPERATING AGREEMENT

PEAK ASPHALT, L.L.C.

THIS OPERATING AGREEMENT OF PEAK ASPHALT, L.L.C. (this "Agreement"), is

made and entered into this 22nd day of December, 2004, to be effective as of the

1st day of May, 2004, by and between CROWN ENERGY CORPORATION, a Utah

corporation ("Crown"), and PEAK HOLDING, LLC, an Idaho limited liability company

("Holding") (collectively referred to herein as the "Members").

Recitals

A. The parties desire to engage in the business of acquiring, holding,

managing, and operating asphalt terminals, asphalt blending and modification

equipment, and asphalt emulsion manufacturing equipment, and the asphalt

marketing and distribution business (collectively the "Business").

B. On or about April 19, 2004, Articles of Organization were filed with

the Division of Corporations and Commercial Code of the Department of Commerce,

State of Utah, to form Peak Asphalt, L.L.C. (the "Company").

C. [It is the intent of the parties that the Members will share in the

cost and expense of the Operations of the Business and in improvements to the

Business in proportion with their Ownership Percentages and will receive an

increase in each such party's Capital Account (as defined below).]

D. The parties hereto desire to provide for the regulation and

management of the affairs of the Company.

Agreement

NOW, THEREFORE, in consideration of the premises and the mutual

covenants set forth herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereby

agree as follows:

Article I

Defined Terms

When used in this Agreement, the following terms shall have the

meanings set forth below:

1.1 "Act" shall mean the Utah Revised Limited Liability Company Act, as

amended or revised from time to time.

1.2 "Additional Capital Contribution" shall have the meaning set forth

in Section 3.2.

1.3 "Additional Opportunity" shall have the meaning set forth in

Section 6.9.

1.4 "Affiliate" of a Person shall mean a Person, directly or

indirectly, through one or more intermediaries, controlling, controlled by, or

under common control with the Person in question. The term "control," as used in

the immediately preceding sentence, means, respecting a Person that is a

<PAGE>

corporation, the right to exercise, directly or indirectly, more than 50% of the

voting rights attributable to the shares of the controlled corporation, and,

respecting a Person that is not a corporation, the possession, directly or

indirectly, of the power to direct or cause the direction of the management or

policies of the controlled Person.

1.5 "Agreement" shall mean this Agreement as originally executed and as

amended from time to time. Words such as "herein," "hereinafter," "hereof,"

"hereto," "hereby," and "hereunder," when used with reference to this Agreement,

refer to this Agreement as a whole, unless the context otherwise requires.

1.6 "Available Cash" of the Company shall mean all cash funds of the

Company on hand from time to time (including cash funds obtained as

contributions to the capital of the Company by the Members, loans to the

Company, and net proceeds from Capital Transactions, but excluding cash funds

obtained from Terminating Transactions) after (a) payment of all expenses of the

Company as of such time, including all costs, expenses, or charges respecting

the ownership, operation, development, maintenance, and upkeep of the Company

Property, including ad valorem taxes, debt amortization (including interest

payments), advertising expenses, professional fees, wages, and utility costs,

(b) provision for payment of all outstanding and unpaid current obligations of

the Company as of such time, and (c) provision for an adequate working capital

reserve as determined by the Management Committee to be reasonably necessary for

Operations of the Business of the Company.

1.7 "Business" shall have the meaning set forth in Recital A above.

1.8 "Capital Account" shall have the meaning set forth in Section

3.4(a).

1.9 "Capital Transaction" shall mean a transaction (a) pursuant to

which the Company borrows funds, (b) pursuant to which part of the assets of the

Company are sold, condemned, exchanged, abandoned, or otherwise disposed of, (c)

pursuant to which insurance proceeds or other damages are recovered by the

Company in respect of a capital asset of the Company (and, not for such items as

Business interruption or similar items), or (d) that, in accordance with

generally accepted accounting principles, is otherwise considered capital in

nature.

1.10 "Code" shall mean the Internal Revenue Code of 1986, as amended

(or any corresponding provision or provisions of succeeding law).

1.11 "Company" shall mean the limited liability company operated

pursuant to the terms hereof for the limited purposes and scope set forth

herein.

1.12 "Contract Interest Rate" shall mean the prime rate, calculated per

annum, plus one percent (1%), as quoted in the Wall Street Journal calculated

the first day of each calendar quarter for that quarter as quoted in the Wall

Street Journal on that day.

1.13 "Delinquent Member" shall have the meaning set forth in Section

3.3.

1.14 "Fiscal Year" of the Company shall mean the calendar year.

1.15 "Indemnified Parties" shall have the meaning set forth in Section

6.5.

1.16 "Management Committee" shall mean the Persons designated pursuant

to Section 5.3 to manage and operate the Business of the Company.

<PAGE>

1.17 "Members" shall mean the parties to this Agreement and such other

Persons that are admitted to the Company as additional or substituted Members.

Reference to a "Member" shall mean any one of the Members.

1.18 "Net Income or Loss" of the Company for any Fiscal Year (or

portion thereof) shall mean the excess or deficit, as the case may be, of (a)

the gross income of the Company derived from Operations as calculated under

federal income tax accounting principles for such Fiscal Year over (b) all items

of expense incurred by the Company respecting Operations during such Fiscal Year

that are allowable as deductions under federal income tax accounting principles

and depreciation, cost recovery, or other amortization deduction allowable to

the Company for federal income tax purposes respecting any Company asset for

such Fiscal Year. The Management Committee shall use its best efforts in all

events, unless otherwise agreed to by the Manager designated by Crown, to

maximize the income of the Company at all times during which the promissory note

of the Company to Crown and its affiliates in the principal amount of $7,500,000

is outstanding.

1.19 "Non-Defaulting Member' shall have the meaning set forth in

Section 3.3.

1.20 "Operating Budget" shall have the meaning set forth in Section

7.4.

1.21 "Operating Line" shall have the meaning set forth in Section 7.1.

1.22 "Operations" shall mean all revenue-producing activities of the

Company other than activities relating to Capital Transactions, including, but

not limited to, (a) the ownership of the Property, (b) the purchase of raw

materials (i.e. asphalt, blend stock, extender oils, chemicals, emulsifiers,

polymers, etc.), (c) the storage of raw materials as inventory, (d) the

blending, mixing, and milling of raw materials through equipment at the Property

into finished asphalt and/or emulsion products, (e) the sale of finished asphalt

and emulsion products, (f) the management and accounting of sales, expenses, and

costs related to the Business.

1.23 "Ownership Percentage" means, respecting each Member, the product

of 100%, multiplied by a fraction, the numerator of which shall be the number of

Units held by such Member and the denominator of which shall be the total number

of Units outstanding at that time.

1.24 "Person" shall mean any individual, partnership, corporation,

trust, or other entity or association.

1.25 "Property" shall mean the property, equipment, and terminals being

acquired from Crown or its Affiliates, as more particularly described in Exhibit

1 attached hereto and incorporated herein by this reference, together with such

other property, equipment, terminals, buildings, fixtures, improvements, and

certain items of personal property that from time-to-time are acquired by the

Company.

1.26 "Regulations" shall mean the regulations promulgated by the United

States Department of the Treasury pursuant to and in respect of provisions of

the Code. All references herein to sections of the Regulations shall include any

corresponding provision or provisions of succeeding, similar, substitute

proposed, or final Regulations.

1.26 "Tax-Matters Member" shall have the meaning set forth in Section

5.12.

1.27 "Terminating Transaction" shall mean a sale, condemnation,

exchange, or other disposition, whether by foreclosure, abandonment, or

otherwise, of all or substantially all of the then-remaining assets of the

<PAGE>

Company that is entered into in connection with the dissolution, termination,

and winding up of the Company or that will result in the dissolution of the

Company.

1.28 "Unit" shall mean an interest in the Company consisting of the

rights, covenants, and responsibilities more particularly set forth herein.

Article II

General Provisions

2.1 Formation of the Company. The Members previously formed the Company

as a limited liability company pursuant to the provisions of the Act by filing

Articles of Organization with the Division of Corporations and Commercial Code

of the Department of Commerce, State of Utah, and hereby adopt this Agreement to

provide for the regulation and management of the affairs of the Company.

2.2 Name. The Business of the Company shall be conducted under the name

"Peak Asphalt, L.L.C." or such other name that the Management Committee may

select.

2.3 Purposes and Scope. Subject to the provisions of this Agreement,

the Company is formed to acquire, hold, manage, and operate asphalt receiving,

processing, storage, blending, manufacturing, distribution, and handling

facilities along with related Business activities; to acquire the asphalt assets

and Business from Crown's subsidiaries, which assets and Business will

constitute the Property; to engage in any activity necessary or convenient to

accomplish its purposes and operate its Business as set forth herein as the

Members may from time-to-time determine; and to exercise all powers permitted

thereby. This Agreement does not and shall not be construed to govern any

business relationships between the parties other than those specified in this

Agreement.

2.4 Articles of Organization. The Members further agree and obligate

themselves to execute, acknowledge, file, record, and/or publish, as necessary,

such amendments to the Articles of Organization as may be required by the terms

hereof or by law and such other certificates and documents as may be appropriate

to comply with the requirements of law for the continuation, preservation,

and/or operation of the Company as a limited liability company. Any amendment to

the Articles of Organization shall require the written consent of Members

holding in the aggregate at least 67% of the outstanding Units entitled to vote.

2.5 Fictitious Name. Concurrently with the execution of this Agreement,

the Company shall make any filings or disclosures required by the laws of the

state of Utah respecting its use of a fictitious name, if any.

2.6 Ownership. The interest of each Member in the Company shall be

personal property for all purposes. All property and interests in property, real

or personal, owned by the Company shall be deemed owned by the Company as an

entity, and no Member, individually, shall have any ownership in any property or

interest in property owned by the Company except as a Member in the Company.

Each of the Members irrevocably waives, during the term of the Company and

during any period of its liquidation following any dissolution, any right that

such Member may have to maintain any action for partition respecting any of the

assets of the Company.

2.7 No Individual Authority. Except as otherwise specifically provided

in this Agreement, no Member, acting alone, shall have any authority to act for,

or to undertake or assume any obligation, debt, duty, or responsibility on

behalf of, any other Member or the Company.

<PAGE>

2.8 Designated Office. The designated office of the Company shall be at

1710 West 2600 South, Woods Cross, Utah 84087, or at such other or additional

place or places as the Management Committee shall reasonably determine.

2.9 Term of the Company. The term of the Company shall continue until

terminated pursuant to the provisions of this Agreement or such other date as

the Members shall select in accordance with the provisions of Section 9.2

2.10 Registered Agent. The registered agent of the Company shall be Jay

Mealey whose office address is 1710 West 2600 South, Woods Cross, Utah 84087.

2.11 Registered Office. The registered office of the Company shall be

1710 West 2600 South, Woods Cross, Utah 84087.

Article III

Capital Contributions

3.1 Initial Capital Contributions; Units. In connection with the

formation of the Company, each Member has performed valuable services for or on

behalf of the Company, or will perform such valuable services in the future, for

which each such Member shall have a profits interest in the Company by virtue of

the Units credited to such Members as set forth opposite such Members' names set

forth below:

Units

Name Held

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

Peak Holding, LLC 5,100

Crown Energy Corporation 4,900

-----------

Total 10,000

===========

The Units credited to each Member shall reflect the interest of the Members in

the future profits of the Company and shall not otherwise affect their

respective capital interests.

3.2 Additional Contributions. The Management Committee shall have the

right to call for additional contributions by the Members to the capital of the

Company ("Additional Capital Contributions"), pro rata in accordance with the

Members' respective Ownership Percentages, and subject to the provisions of

Section 5.8. In the event of a call for Additional Capital Contributions, the

Management Committee shall deliver to the Members a Notice of Additional Capital

Contributions at least 30 days prior to the date such Additional Capital

Contributions are required. The Notice of Additional Capital Contributions shall

include the amount each Member is required to contribute. The Members shall make

such Additional Capital Contributions to the Company in good funds on the date

set forth in the Notice of Additional Capital Contributions. Any Additional

Capital Contributions of a Member shall increase the Member's Capital Account,

but, as long as such contributions are made in proportion to the Members'

respective Ownership Percentages, shall not result in an increase in the number

of Units held by the Members or a change in the Ownership Percentages of the

Members.

3.3 Failure To Contribute.

(a) If a Member fails to contribute by the time required all

or any portion of an Additional Capital Contribution that such Member

(the "Delinquent Member") is required to make as provided in this

Agreement, the Company, at the direction of the other Member (the

"Non-Defaulting Member"), or the Non-Defaulting Member, may, on notice

<PAGE>

to the Delinquent Member, deliver to the Company the amount of the

Delinquent Member's Additional Capital Contribution not paid by the

Delinquent Member. Such payment shall be, at the option of the Company

or the Non-Defaulting Member making payment, as the case may be, either

in the form of a loan to the Delinquent Member or a contribution to the

capital of the Company. The Company or the Non-Defaulting Member, as

the case may be, may plead for relief under one or more of such

remedies in any arbitration or judicial proceeding; provided, however,

to the extent the Company or the Non-Defaulting Member exercises one of

such remedies as to all or a portion of the Additional Capital

Contribution that is in default and receives the payment, adjustment,

or other relief provided for in connection with such remedy, the

Delinquent Member shall not be liable in any event for more than the

obligation that is owed.

(i) If the Non-Defaulting Member advances the

Delinquent Member's Additional Capital Contribution that is in

default as a loan, such loan will be made under the following

the provisions:

(1) the principal balance of the loan and

all accrued unpaid interest thereon shall be due and

payable in whole on the tenth day after written

demand therefore by the Non-Defaulting Member to the

Delinquent Member, provided, however, that the demand

for payment of such loan may not be made until after

the date that is six months after the date such loan

is made;

(2) the amount loaned shall bear interest at

the Contract Interest Rate plus 5% from the day that

the advance is deemed made until the date that the

loan, together with all interest accrued on it, is

repaid to the Non-Defaulting Member;

(3) all distributions from the Company that

otherwise would be made to the Delinquent Member

(whether before or after dissolution of the Company

and whether before or after demand for payment is

made pursuant to the immediately preceding subsection

(1)) instead shall be paid to the Non-Defaulting

Member until the loan and all interest accrued on it

have been paid in full to the Non-Defaulting Member

(with payments being applied first to accrued and

unpaid interest and then to principal); and

(4) the payment of the loan and interest

accrued on it shall be secured by a security interest

in the Delinquent Member's membership interest.

(ii) A contribution made to the Company and

designated as a capital contribution by the Non-Defaulting

Member shall be credited to the Capital Account of the

Non-Defaulting Member making the contribution. The Ownership

Percentage of the Delinquent Member shall be reduced by the

number of percentage points determined by the following

formula:

Unpaid Additional Capital Contribution of Delinquent Member

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

Total Capital Contributions by All Members

(iii) For purposes of this Section 3.3, "Total

Capital Contributions by All Members" means the aggregate

capital contributions of the Members (including the capital

contribution made by the Non-Defaulting Member pursuant to

this Section 3.3 on its own behalf and on behalf of the

Delinquent Member) since inception of the Company.

<PAGE>

(iv) The Ownership Percentage of the Non-Defaulting

Member that makes the contribution shall be increased by the

same number of percentage points equal to the reduction in the

Ownership Percentage of the Delinquent Member. Appropriate

adjustments shall be made in the Capital Accounts of the

Members to reflect actual cash contributions.

(b) Each Member grants to the Company, and to the

Non-Defaulting Member with respect to any loans made by the

Non-Defaulting Member to that Member as a Delinquent Member pursuant to

Section 3.3, as security, for the payment of all Additional Capital

Contributions that Member has agreed to make and the payment of all

loans and interest accrued on them made by the Non-Defaulting Member to

that Member as a Delinquent Member pursuant to Section 3.3, a security

interest in and a general lien on all of its interest in the Company

and the proceeds thereof, all under the Uniform Commercial Code of

Utah. On any default in the payment of an Additional Capital

Contribution or in the payment of such a loan or interest accrued on

it, the Company or the Non-Defaulting Member, as applicable, is

entitled to all the rights and remedies of a secured party under the

Uniform Commercial Code of the State of Utah with respect to the

security interest granted in this Section 3.3. Each Member shall

execute and deliver to the Company and the other Members all financing

statements and other instruments that the Company or the Non-Defaulting

Member, as applicable, may request to effectuate and carry out the

preceding provisions of this Section 3.3. At the option of the Company

or a Non-Defaulting Member, this Agreement or a carbon, photographic,

or other copy hereof may serve as a financing statement.

3.4 Capital Accounts.

(a) A separate "Capital Account" (herein so called) shall be

maintained for each Member in accordance with the capital accounting

rules of Section 1.704-1(b)(2)(iv) of the Regulations. Each Member

shall have only one Capital Account, regardless of the number or

classes of Units in the Company owned by such Member and regardless of

the time or manner in which such Units were acquired by such Member.

Pursuant to the basic rules of Section 1.704-1(b)(2)(iv) of the

Regulations, the balance of each Member's Capital Account shall be:

(i) credited with: (1) the amount of money

contributed by such Member to the Company and the fair market

value of any Property contributed by such Member to the

Company (net of liabilities secured by such Property that the

Company assumes or takes subject to); (2) except as provided

below, the amount of taxable income or gain allocated to such

Member; and (3) such Member's pro rata share of any tax-exempt

income or gain of the Company; and

(ii) debited with: (1) the amount of money (excluding

guaranteed payments) and the agreed fair market value of any

Property distributed to such Member (net of liabilities

secured by such Property that the Member assumes or takes

subject to); (2) except as provided below, the amount of

taxable loss and deductions (or items thereof) allocated to

such Member; and (3) such Member's pro rata share of any

expenditures of the Company described in Section 705(a)(2)(B)

of the Code (or expenditures that are so treated under Section

1.704-(b) of the Regulations); and

(iii) otherwise adjusted in accordance with the other

capital account maintenance rules of Section 1.704-1(b)(2)(iv)

of the Regulations.

<PAGE>

In addition, if Property is distributed in kind by the Company, the

Capital Accounts of the Members shall be adjusted to reflect the manner

in which the unrealized income, gain, loss, and deduction inherent in

such Property (that has not already been reflected in the Members'

Capital Accounts) would be allocated to the Members if there were a

taxable disposition of such Property for its agreed fair market value

on the date of distribution.

(b) Notwithstanding the foregoing, if Property is contributed

to the Company by a Member, the Company shall thereafter compute gain,

loss, and depreciation in respect of the contributed Property

separately for book and tax purposes as required by Sections

1.704-1(b)(2)(iv), 1.704-1(b)(4)(i), and 1.704-(b)(4)(iii) of the

Regulations. Such items so computed for book purposes shall be

allocated among the Members in the manner provided in Article IV below

and shall be reflected in the Members' Capital Accounts by appropriate

increases or decreases thereto as required by Section

1.704-1(b)(2)(iv)(b) of the Regulations. Such items so allocated for

tax purposes shall not be reflected in the Members' Capital Accounts.

Members that their Capital Accounts in the Company be maintained

strictly in accordance with the capital account maintenance

requirements of Section 1.704-1(b) of the Regulations, and that their

Capital Accounts be adjusted to the extent required by the provisions

of such Regulations or any successor provisions thereto.

(d) A loan by a Member to the Company shall not be considered

a contribution of money to the capital of the Company, and the balance

of such Member's Capital Account shall not be increased by the amount

so loaned, unless such loan is determined by the Internal Revenue

Service in a final administrative proceeding to be a capital

contribution by such Member. No repayment of principal or interest on

any such loan, reimbursement made to a Member respecting advances or

other payments made by such Member on behalf of the Company, or

payments of fees to a Member or its Affiliates that are made by the

Company shall be considered a return of capital or in any manner affect

the balance of such Member's Capital Account.

(e) Except as otherwise provided herein or by the Act, no

Member having a negative balance in its Capital Account shall have any

obligation to the Company or any other Member to restore its Capital

Account to zero. A deficit Capital Account of a Member shall not be

deemed to be a liability of such Member or an asset or Property of the

Company.

3.5 Return of Capital. Except to the extent provided in Article IV

below, no Member shall have the right to demand or receive the return of such

Member's capital contributions to the Company.

3.6 No Interest on Capital Contributions. Except as otherwise provided

herein, no Member shall receive any interest on such Member's capital

contributions to the Company or such Member's Capital Account, notwithstanding

any disproportion therein as between the Members.

Article IV

Allocations and Distributions

4.1 Distributions of Available Cash. The Management Committee, in its

sole discretion, shall determine whether the Company should distribute its

Available Cash; provided, however, that the Management Committee shall use its

best efforts to distribute sufficient Available Cash to allow the Members to

meet their obligations to federal and state taxing authorities. In the event

that the Management Committee decides that part or all of the Company's

Available Cash should be distributed to the Members, such Available Cash shall

be distributed to the Members pro rata in accordance with their respective

<PAGE>

Ownership Percentages. Notwithstanding the foregoing, the net proceeds of a

Terminating Transaction shall be distributed in accordance with Section 9.2

hereof.

4.2 Allocations of Income and Loss. Subject to the provision of Section

4.3, the Company's items of Net Income and Loss from Operations for each Fiscal

Year and gain and loss realized by the Company in connection with each Capital

Transaction, after giving effect to all Capital Account adjustments attributable

to contributions and distributions of money and Property made during such Fiscal

Year (but excluding income and loss, if any, that is required to be separately

determined and allocated to the Members for federal income tax purposes in the

same manner as prescribed under Section 704(c) of the Code), shall be allocated

to the Members, pro rata in accordance with their respective Ownership

Percentages.

4.3 Limitations and Qualifications Regarding Allocations.

Notwithstanding the provisions of Section 4.2, Net Income and Loss for each

Fiscal Year and gain and loss realized by the Company (or items of income, gain,

loss, deduction, or credit, as the case may be) shall be allocated in accordance

with the following provisions to the extent such provisions shall be applicable.

(a) If the allocation of Net Loss (or items thereof) as

provided in Section 4.2 hereof would cause or increase a deficit

balance in a Member's Capital Account, there shall be allocated to such

Member only that amount of Net Loss (or items thereof) as will not

cause or increase a deficit balance in the Member's Capital Account.

The Net Loss (or items thereof) that would, absent the application of

the preceding sentence, otherwise be allocated to such Member shall be

allocated first, to other Members having positive balances in their

Capital Accounts, in proportion to such positive balances; and second,

to all the Members in accordance with their respective Ownership

Percentages. For purposes hereof, each Member's Capital Account shall

be reduced for the items described in clauses (4), (5), and (6) of

Regulation Section 1.704-1(b)(2)(ii)(d). If any allocation of Net Loss

(or items thereof) is made under this Section 4.3, any allocation of

Net Income and gain (including income and gain exempt from tax) of the

Company allocated thereafter shall first be allocated as necessary to

offset in reverse order the allocation made pursuant to this Section

4.3.

(b) If any Member unexpectedly receives any adjustment,

allocation, or distribution described in clauses (4), (5), and (6) of

Regulation Section 1.704-1(b)(2)(ii)(d), such Member shall be

allocated, before any other allocation is made pursuant to Section 4.3,

items of income and gain (including a pro rata portion of each item of

income, including gross income, and gain for such year) in an amount

and manner sufficient to eliminate, as quickly as possible, the deficit

balance, if any, in such Member's Capital Account (in excess of any

limited dollar amount that such Member is obligated or treated as

obligated to restore by contribution, within the meaning of Regulation

Section 1.704-1-(b)(ii)(d)(2)). This provision is intended to be a

"qualified income offset" within the meaning of Section

1.704-1(b)(2)(ii)(d) of the Regulations and should be interpreted and

implemented as provided therein. Any allocation of income or gain

pursuant to this section shall be taken into account in computing

subsequent allocations of income and gain pursuant to Section 4.2 and

this Section 4.3, so that the net amount of all such allocations to

each Member shall, to the extent possible, be equal to the net amount

of income and gain that would have been allocated to each Member

pursuant to Section 4.3 if such unexpected adjustment, allocation, or

distribution had not occurred.

4.4 Allocation of Income and Loss and Distributions in Respect of Units

Transferred.

(a) If any Units in the Company are transferred, or are

increased or decreased by reason of the admission of a new Member or

otherwise, during any Fiscal Year of the Company, each item of income,

gain, loss, deduction, or credit of the Company for such Fiscal Year

<PAGE>

shall be assigned pro rata to each day in the particular period of such

Fiscal Year to which such item is attributable (i.e., the day on or

during which it is accrued or otherwise incurred) and the amount of

each such item so assigned to any such day shall be allocated to the

Members based upon their respective Units in the Company at the close

of such day. For purposes of accounting convenience and simplicity, the

Company shall treat a transfer of, or an increase or decrease in, Units

in the Company that occurs at any time during a semimonthly period

(commencing with the semimonthly period including the date hereof) as

having been consummated on the first day of such semimonthly period,

regardless of when during such semimonthly period such transfer,

increase, or decrease actually occurs (i.e., sales and dispositions

made during the first 15 days of any month will be deemed to have been

made on the first day of the month and sales and dispositions

thereafter will be deemed to have been made on the 16th day of the

month).

(b) Distributions of assets of the Company in respect of Units

in the Company shall be made only to the Persons that, according to the

books and records of the Company, are the holders of records of Units

in respect of which such distributions are made on the actual date of

distribution. Neither the Company nor the Management Committee shall

incur any liability for making distributions in accordance with the

provisions of the preceding sentence, whether or not the Company or the

Management Committee has knowledge or notice of any transfer or

purported transfer of ownership of any Units in the Company.

or loss of the Company realized in connection with a sale or other

disposition of any of the assets of the Company shall be allocated

solely to the parties owning Units in the Company as of the date such

sale or other disposition occurs.

Article V

Status of Members and Management of the Company

5.1 Participation in Management. Except as otherwise provided herein,

the Members shall not participate in the management or control of the Company's

Business nor shall they transact any business for the Company, nor shall they

have the power to act for or bind the Company, said powers being vested solely

and exclusively in the Management Committee.

5.2 Limited Liability. Except as otherwise provided herein to the

contrary, the Members shall not be bound by, or personally liable for, the

expenses, liabilities, or obligations of the Company, except as provided in the

Act.

5.3 Management. Unless the Articles of Organization have dispensed with

or limited the authority of the Management Committee, all power of the Company

shall be exercised by or under the authority of, and the Business and affairs of

the Company shall be managed under the direction of, the Management Committee.

The Management Committee shall have exclusive power and control over the

Business of the Company; only the Management Committee, or its authorized

representatives, shall have the power to bind the Company. The initial

Management Committee shall be comprised of three Persons, two of whom will be

appointed by Holding and one of whom will be appointed by Crown. Each Person

appointed to the Management Committee shall act as such until the earliest to

occur of (a) his resignation, withdrawal, incapacity, removal, or death; or (b)

the dissolution of the Company. A Member may remove a Person such Member

appointed to the Management Committee at any time with or without cause.

Management Committee vacancies shall be filled by the Member that appointed the

member of the Management Committee causing the vacancy.

<PAGE>

5.4 Officers. The Management Committee will appoint a President and

Secretary to manage the day-to-day Operations of the Business and may appoint

additional officers as it deems necessary or desirable. Holding will appoint the

initial President until his successor is appointed by the Management Committee.

Crown will appoint the Secretary and his or her successor until such time as the

Promissory Note payable by the Company to Crown has been paid in full. The

officers shall report to the Management Committee.

5.5 Management Committee, Manner of Acting. At any time more than one

Person is serving on the Management Committee, the provisions of this Section

5.5 shall apply. As to matters in the ordinary course of Business and when a

vote of the Management Committee is not otherwise required, any proper officer

may execute any document or take any action without a meeting or other consent

of the Management Committee, provided that such does not contravene the

provisions of this Agreement and otherwise complies with applicable law. As to

matters not in the ordinary course of Business or when a vote of Management

Committee is otherwise required, the following shall apply:

(a) A majority of the Persons appointed to the Management

Committee shall constitute a quorum for the transaction of Business at

a meeting of the Management Committee unless this Agreement or the

Articles of Organization require a greater number.

(b) The act of the majority of the Management Committee

present at a meeting at which a quorum is present when the vote is

taken shall be the act of the Management Committee unless this

Agreement or the Articles of Organization require a greater percentage.

or all Persons appointed to the Management Committee may participate in

a meeting by, or conduct the meeting through the use of, any means of

communication by which all Persons participating may simultaneously

hear each other during the meeting. A Person participating in a meeting

by this means is deemed to be present in person at the meeting.

(d) A Person who is present at a meeting of the Management

Committee when action is taken is deemed to have assented to the action

taken unless: (1) he objects at the beginning of the meeting (or

promptly upon his or her arrival) to holding it or transacting Business

at the meeting; or (2) his dissent or abstention from the action taken

is entered in the minutes of the meeting; or (3) he delivers written

notice of his dissent or abstention to the presiding officer of the

meeting before its adjournment or to the Company immediately after

adjournment of the meeting. The right of dissent or abstention is not

available to a Person who votes in favor of the action taken.

(e) Unless the Articles of Organization provide otherwise, any

action required or permitted to be taken by the Management Committee at

a meeting may be taken without a meeting, without prior notice, and

without a vote, if all of the members of the Management Committee sign

a written consent describing the action taken, and the consents are

filed with the records of the Company. Action taken by consent is

effective when the last Person signs the consent, unless the consent

specifies a subsequent effective date. A signed consent has the effect

of a meeting vote and may be described as such in any document.

(f) Unless this Agreement or Articles of Organization require

a greater percentage, the Management Committee shall determine all

matters based upon a majority consent, without regard to their

respective Ownership Percentage, if any. If, at any time, the

Management Committee is deadlocked as to a matter, the matter shall be

determined by a vote of the Members.

<PAGE>

(g) Unless the Articles of Organization provide for a longer

or shorter period, meetings of the Management Committee must be

preceded by at least two days' notice of the date, time, and place of

the meeting. The notice need not describe the purpose of the meeting

unless required by the Articles of Organization or this Agreement.

5.6 Management Committee; Specific Powers. Except as otherwise

specifically provided in this Agreement, all matters in connection with the

day-to-day conduct of the Company's Business and the use or disposition of its

assets shall be decided solely by the Management Committee, acting through the

officers of the Company. Without limiting the generality of the foregoing, the

Management Committee shall have the power and authority on behalf of the Company

to:

(a) acquire such tangible and intangible personal Property as

may be necessary or desirable to carry on the Business of the Company;

(b) negotiate, execute, and deliver leases for office space

for the Operations of the Company's Business;

manufacture, market, and distribute products as, in their sole

discretion, they shall deem advisable;

(d) employ, terminate the employment of, supervise, and

compensate such Persons as, in its sole discretion and judgment, it

shall deem advisable for the proper operation and management of the

Business of the Company;

(e) invest Company funds in interest-bearing accounts,

commercial paper, government securities, certificates of deposit, or

similar investments;

(f) execute promissory notes, deeds of trust, regulatory

agreements, and all other documents, agreements, or certifications;

(g) sell, transfer, exchange (whether or not qualifying as a

tax-free exchange under Section 1031 of the Code), assign, convey,

lease, further encumber, hypothecate, or otherwise dispose of all or

any part of the assets of the Company in the ordinary course of the

Business of the Company;

(h) execute and file all reports and maintain all records

required by law or by this Agreement; and

(i) coordinate the management and operation of the Company and

perform other normal Business functions and otherwise operate and

manage the Business and affairs of the Company in accordance with and

as limited by this Agreement.

5.7 Delegation by Management Committee. No Person serving on the

Management Committee may delegate (other than an entity to an authorized

representative) the Person's authority and power to manage the Business and

affairs of the Company unless (a) the delegation is in writing, (b) the scope

and duration of the authority delegated is specified in writing, (c) the Person

retains the power to revoke the delegation at any time for any or no reason, (d)

the delegation does not include any power of substitution without the written

consent of the Person, and (e) the delegation does not cause the Person to cease

to be a manager.

<PAGE>

5.8 Limitation on Powers and Authority of Management Committee.

Notwithstanding the provisions of this Article V or any other provisions herein,

the Management Committee shall not have the right or power to do any of the

following without the consent of Members holding 65% or more of all of the

Ownership Percentage.

(a) do any act that would make it impossible to carry on the

ordinary Business of the Company;

(b) make a substantial change in the authorized Business of

the Company;

(d) use the Company name, credit, or assets for other than

Company purposes;

(e) do any act in contravention of this Agreement;

(f) amend this Agreement;

(g) commingle the funds of the Company with the funds of any

other Person;

(h) submit any dispute involving the Company to binding

arbitration;

(i) execute or deliver any assignment for the benefit of the

creditors of the Company;

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