AMENDMENT NO. 1 TO THE
LIMITED LIABILITY COMPANY AGREEMENT
CHELSEA MARKET SYSTEMS, L.L.C.
THIS AMENDMENT NO. 1 (the "Amendment") is made as of the 31st day of July, 2000, between and among
Renwick Technologies, Inc., a Texas corporation ("Renwick"), and Harry M. Levy ("Harry").
WHEREAS, the parties entered into the Limited Liability Company Agreement (the "Agreement") of the Chelsea
Market Systems, L.L.C. (the "Company") as of the 3rd day of January, 2000.
WHEREAS, the parties wish to amend the Agreement as set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual undertakings contained herein, the parties
hereto amend the Agreement as follows:
1. Section 7.1 of the Agreement shall be amended by adding provision 7.1 (d) which will read as follows:
(d) Renwick shall make contributions to the Company in an aggregate amount not to exceed $900,000 for the
payment of operation and marketing expenses, as and when needed by the Company upon five (5) days advance
2. Section 8.1 (a) of the Agreement shall be amended in its entirety to read as follows:
(a) Except as otherwise provided herein or by the Act, notwithstanding the provisions of Section 8.1 (b), all
distributions of Distributable Cash shall first be made to Renwick until such time as Renwick shall have received
an amount equal to 100% of the amount of their contribution made pursuant to 7.1 (d). When the amounts
required to be paid pursuant this
Section 8.1 (a) have been made, Distributable Cash shall be distributed among the Members pro rata in
accordance with their Sharing Ratios in such aggregate amounts and at such times as shall be determined by the
3. Section 9.2 shall be amended to add the words "and Section 7.1(d)" after the words "Section 7.1(b)" in
4. All provisions of the Agreement not amended hereby shall continue in full force and effect.
5. This Amendment, the Agreement, and the additional documents an