PDS should have an independent third member. Why then is it just Carl and Dan?

ARTICLE 4

                                   MANAGEMENT

         4.1  Management of the Company by Management Committee. The business

and affairs of the Company shall be managed by a management committee (the

"Management Committee") consisting of three (3) Managers, which number may not be changed without the written consent of the Members holding at least 75% of the Percentage Interests.

         4.2  Appointment of Management Committee.

              (a) Patriot Appointment. Patriot shall have the right to appoint one (1) Manager to the Management Committee (the "Patriot Appointee").

              (b) TPL Appointment. TPL shall have the right to appoint one (1)Manager to the Management Committee (the "TPL Appointee").

              (c) Independent Manager. The Patriot Appointee and the TPL

Appointee shall work together in good faith to appoint a mutually acceptable

third Manager (the "Independent Manager"). In the event that the Patriot

Appointee and the TPL Appointee are unable to appoint a mutually acceptable

Manager within 10 days of the resignation or removal of the Independent Manager,either party may apply to the American Arbitration Association ("AAA") in Santa Clara County, or the nearest county thereto, if necessary, for the appointment of the Independent Manager, and the AAA shall select the Independent Manager from a list of no more than three persons submitted by each party. All costs associated with the selection of the Independent Manager by the AAA pursuant to this Section 4.2(c) shall be paid by the Company.

              (d) Term of Service. Each Manager (other than the Independent

Manager) will serve until his or her death or resignation from the Management

Committee, or until his or her removal from the Management Committee by the

Member who appointed him or her. The Independent Manager shall serve a five (5) year term (subject to earlier removal as provided below).

              (e) Initial Managers.The initial Managers are as follows:

                   Patriot Appointee                    David H. Pohl

                   TPL Appointee                        Daniel E. Leckrone

 (emphases by me)

http://www.sec.gov/Archives/edgar/data/836564/000114420405019003/v019805_ex10-42.txt