PW SEQUOIA FUND, L.L.C.

                       LIMITED LIABILITY COMPANY AGREEMENT



          THIS LIMITED LIABILITY COMPANY AGREEMENT of PW Sequoia Fund, L.L.C.

(the "Fund") is dated and effective as of July 27, 2000 by and among the

Organizational Member, the Manager and each person hereinafter admitted to the

Fund and reflected on the books of the Fund as a Member.



                              W I T N E S S E T H :



          WHEREAS, the Fund heretofore has been formed as a limited liability

company under the Delaware Limited Liability Company Act, pursuant to the

Certificate dated as of July 26, 2000 and filed with the Secretary of State of

the State of Delaware on July 26, 2000;



          NOW, THEREFORE, for and in consideration of the foregoing and the

mutual covenants hereinafter set forth, it is hereby agreed as follows:



                    ________________________________________



                                    ARTICLE I



                                   DEFINITIONS

                    ________________________________________





          For purposes of this Agreement:



          ADVICE AND MANAGEMENT means those services provided to the Fund by the

Manager pursuant to Section 3.4(b) hereof.



          ADVISERS ACT means the Investment Advisers Act of 1940 and the rules,

regulations and orders thereunder, as amended from time to time, or any

successor law.



          AFFILIATE means affiliated person as such term is defined in the 1940

Act.



          AGREEMENT means this Limited Liability Company Agreement, as amended

and/or restated from time to time.



          ALLOCATION CHANGE means, with respect to each Member for each

Allocation Period, the difference between:



          (1)  the sum of (a) the balance of such Member's Capital Account as of

               the close of the Allocation Period (after giving effect to all

               allocations to be made to such Member's Capital Account as of

               such date other than any Incentive Allocation to be debited

               against such Member's Capital Account), plus (b) any debits to

               such Member's Capital Account during the Allocation Period to

               reflect any actual or deemed distributions or repurchases with

               respect to such Member's Interest, plus (c) any debits to such

               Member's Capital Account during the Allocation Period to reflect

               any Insurance premiums allocable to such Member, plus (d) any

               debits to such Member's Capital Account during the Allocation

               Period to reflect any items allocable to such Member's Capital

               Account pursuant to Section 5.6 hereof other than Management

               Fees; and



          (2)  the sum of (a) the balance of such Member's Capital Account as of

               the commencement of the Allocation Period, plus (b) any credits

               to such Member's Capital Account during the Allocation Period to

               reflect any contributions by such Member to the capital of the

               Fund, plus (c) any credits to such Member's Capital Account

               during the Allocation Period to reflect any Insurance proceeds

               allocable to such Member.



               If the amount specified in clause (1) exceeds the amount

               specified in clause (2), such difference shall be a POSITIVE

               ALLOCATION CHANGE, and if the amount specified in clause (2)

               exceeds the amount specified in clause (1), such difference shall

               be a NEGATIVE ALLOCATION CHANGE.



          ALLOCATION PERIOD means, with respect to each Member, the period

commencing as of the date of admission of such Member to the Fund and ending at

the close of business on the first to occur of the following:



          (1)  the last day of the twelfth complete calendar month since the

               admission of such Member to the Fund;



          (2)  the last day of a Fiscal Year subsequent to a Member having been

               admitted to the Fund for 12 complete calendar months, and the

               last day of each Fiscal Year thereafter;



          (3)  the day as of which the Fund repurchases any Interest or portion

               of an Interest of such Member;



          (4)  the day as of which the Fund admits as a substituted Member a

               person to whom the Interest (or a portion thereof) of such Member

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