The key PDS section, reformatted:

 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.