HTI CLASS B, LLC



                           OPERATING AGREEMENT





      THIS  OPERATING  AGREEMENT  is made as of the ______ day of February

2000 by Heartland  Technology,  Inc., and those other persons, if any, who

from  time  to time  become  parties  to or are  otherwise  bound  by this

Agreement as provided herein.



      The parties  hereto,  desiring to form a limited  liability  company

for the purposes set forth in this Agreement, hereby agree as follows:





                                ARTICLE 1



                              DEFINED TERMS



1.1         "Act" means the Delaware Limited Liability Company Act, as

amended from time to time.



1.2         "Adjusted Capital Account Balance" means, with respect to

each Member, such Member's Capital Account balance maintained in

accordance with this Agreement, as of the end of the relevant fiscal

year of the Company, after giving effect to the following adjustments:



(a)         Credit to such Capital Account of such Member's share of

      minimum gain determined in accordance with Regulations Sections

      1.704-2(g)(1) and 1.704-2(i)(5); and



(b)         Debit to such Capital Account of the items described in

      Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).



The foregoing definition of "Adjusted Capital Account Balance" is

intended to comply with the provisions of Regulations Sections

1.704-1(b)(2)(ii)(d) and 1.704-2, and shall be interpreted consistently

therewith.



1.3         "Affiliate" means, with respect to any Person, any other

person that, directly or indirectly, controls, is under common control

with, or is controlled by that Person.  For purposes of this definition,

"control" (including, with correlative meaning, the terms "controlled

by" and "under common control with"), as used with respect to any

Person, shall mean the possession, directly or indirectly, of the power

to direct and cause the direction of the management and policies of such

Person, whether through the ownership of voting securities, by contract

or otherwise.



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1.4         "Agreement" means this Operating Agreement of HTI Class B,

LLC and all amendments thereto.



1.5         "Articles" means the Certificate of Formation of HTI Class

B, LLC, as amended from time to time, as filed in accordance with the

Act.



1.6         "Capital Account" means, with respect to each Member, the

Capital Account maintained for such 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 the amount of any Company liabilities assumed

      by such Member or which are secured by any property distributed to

      such Member by the Company.



(b)         To each Member's Capital Account there shall be debited the

      amount of cash and the Gross Asset Value of any property

      distributed to such Member pursuant to any provision of this

      Agreement, and such Member's distributive share of Losses.



(c)         In the event all or a portion of a Member's Membership

      Interest 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

      Membership Interest.



(d)         In determining the amount of any liability for purposes of

      the foregoing subparagraph (a), there shall be taken into account

      Code Section 752(c) and any other applicable provisions of the

      Code and Regulations.



      The foregoing provisions and the other provisions of this

Agreement relating to the maintenance of Capital Accounts are intended

to comply with Regulations Sections 1.704-1(b) and 1.704-2, and shall be

interpreted and applied in a manner consistent with such Regulations.

In the event the Managers shall reasonably determine that it is prudent

to modify the manner in which the Capital Accounts, or any debits or

credits thereto, are computed in order to comply with such Regulations,

the Managers may make such modification; provided that such modification

is not likely to have a material effect on the amount distributed to any

Member pursuant to Article 12 hereof upon the liquidation of the Company.



1.7         "Capital Contributions" means the aggregate amount of cash

and Gross Asset Value of property (less the amount of indebtedness, if

any, of such Member which is assumed by the Company and/or the amount of

indebtedness, if any, to which such property is subject, as of the date

of contribution, without regard to the provisions of Code Section

7701(g)) contributed by a Member to the capital of the Company.



1.8         "Cash Flow" means, for any period, the amount by which (a)

the gross cash receipts of the Company from any source for such period

(including, but not limited to, Capital Contributions, loans,

distributions received by the Company in respect of any stock,

partnership interest or other equity interest owned by the Company, and

proceeds from the sale, financing, refinancing or other disposition of

all or any portion of the Company property), exceed (b) the sum of (i)

the aggregate cash disbursements for such period (including, but not

limited to, Company administrative costs, reimbursements paid to the

Managers in respect of their day-to-day management activities hereunder,

principal and interest payable on Company debt and capital

expenditures), and (ii) amounts previously set aside as reserves as

determined by the Managers in their discretion.



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1.9         "Code" means the Internal Revenue Code of 1986, as amended

(or any corresponding provision of succeeding law).



1.10         "Company" means the limited liability company herein formed

and known as HTI Class B, LLC, as said Company may from time to time be

constituted.



1.11         "Consent" means the prior consent or written approval of a

Person to do the act or thing for which the consent or approval is

solicited, or the act of granting such consent or approval as the

context may require.



1.12        "Depreciation" means, 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 from 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

Managers.



1.13        "Gross Asset Value" means, 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 determined by the contributing Member and the Managers;



(b)         The Gross Asset Values of all Company assets shall be

      adjusted to equal their respective gross fair market values, as

      reasonably determined by the Managers, as of the following times:

      (i) the acquisition of an additional interest in the Company 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 Company assets,

      including money, as consideration for an interest in the Company;

      and (iii) the liquidation of the Company within the meaning of

      Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that

      adjustments pursuant to the preceding clauses (i) and (ii) shall

      be made only if the Managers reasonably determine that such

      adjustments are necessary or appropriate to reflect the relative

      economic interests of the Members in the Company;



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<PAGE>



(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; and



(d)         The Gross Asset Values of Company assets shall be increased

      (or decreased) to reflect any adjustments to the adjusted basis of

      such assets pursuant to Code Section 734(b) or Code Section

      743(b), but only to the extent that such adjustments are taken

      into account in determining Capital Accounts pursuant to

      Regulations Section 1.704-1(b)(2)(iv)(m) and the definition of

      "Capital Account" herein.



If the Gross Asset Value of an asset has been determined or adjusted

pursuant to any of the foregoing subparagraphs (a), (b) or (d) of this

Section, such Gross Asset Value shall thereafter be adjusted by the

Depreciation taken into account with respect to such asset for purposes

of computing Profits and Losses.



1.14        "Managers" means those Persons designated or appointed as

Managers pursuant to this Agreement, and any other Person who becomes a

successor or additional Manager of the Company pursuant to this

Agreement.



1.15        "Member" means any Person who is designated as a Member on

Exhibit A to this Agreement at the time of reference thereto and who is

acting in such Person's capacity as a Member of the Company and any

other Persons who from time to time become parties to or are otherwise

bound by this Agreement as Members.



1.16        "Membership Interest" means the entire ownership interest

(which may be expressed as a percentage) of a Member in the Company at

any particular time, including the right of such Member to any and all

benefits to which a Member may be entitled pursuant to this Agreement

and under the Act, together with all obligations of such Member to

comply with the terms and provisions of this Agreement and the Act.



1.17        "Notice" means a writing, containing the information

required by this Agreement to be communicated to any Person, and given

or delivered in accordance with the requirements of this Agreement.

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