FULCRUM GROWTH PARTNERS, L.L.C.









                       LIMITED LIABILITY COMPANY AGREEMENT









                                     between









                                 KFS CORPORATION





                                       and





                              MCCARTHY GROUP, INC.,

                                   as Members









                          Dated as of March 17, 1999







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                         FULCRUM GROWTH PARTNERS, L.L.C.

                     (a Delaware Limited Liability Company)



                       LIMITED LIABILITY COMPANY AGREEMENT





     THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is made and

entered into as of March 17, 1999 by and between KFS CORPORATION ("KFS"), a

Nebraska corporation, and MCCARTHY GROUP, INC. ("MGI"), a Nebraska corporation,

to provide for the formation, management and operation of FULCRUM GROWTH

PARTNERS, L.L.C (the "Company"), a Delaware limited liability company, pursuant

to the Act.



     In consideration of the mutual covenants contained herein, and other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:



                                    ARTICLE I



                         DEFINITIONS AND INTERPRETATION



     SECTION 1.01. DEFINITIONS. Unless the context shall otherwise require, the

capitalized terms used in this Agreement shall have the respective meanings

specified or referred to in Exhibit A attached hereto.



     SECTION 1.02. INTERPRETATION. Each definition in this Agreement includes

the singular and the plural, and reference to the neuter gender includes the

masculine and feminine where appropriate. References to any statute or

regulation mean such statute or regulation as amended at the time and include

any successor legislation or regulation. Each agreement referred to in this

Agreement shall mean such agreement as amended, supplemented and modified from

time to time to the extent permitted by the applicable provisions thereof and

hereof. The headings to the Articles and Sections are for convenience of

reference and shall not affect the meaning or interpretation of this Agreement.

Except as otherwise stated, references to Articles, Sections, Exhibits and

Schedules mean the Articles, Sections, Exhibits and Schedules of this Agreement.

The Exhibits and Schedules are hereby incorporated by reference into and shall

be deemed a part of this Agreement. For purposes of this Agreement, if any day

specified for notice to be given or any other action to be taken or period to

expire falls on a day which is not a Business Day, such notice shall be due,

action shall be taken or period shall expire on the next following Business Day.



                                   ARTICLE II



                                  ORGANIZATION



     SECTION 2.01. FORMATION. The Company has been organized as a Delaware

limited liability company under and pursuant to the Act by the filing of a

Certificate of Formation with the Office of the Secretary of State of Delaware

as required by the Act. In the event of a conflict between the terms of this

Agreement and the Certificate of Formation, the terms of the





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Certificate of Formation shall prevail. This Agreement shall be effective as of

the date of filing of the Certificate of Formation (the "Formation Date").



     SECTION 2.02. NAME. The name of the Company is Fulcrum Growth Partners,

L.L.C. To the extent permitted by the Act, the Company may conduct its business

under one or more assumed names deemed advisable by the Managing Member.



     SECTION 2.03. PURPOSES. The purposes of the Company are to engage in any

activity and/or business for which limited liability companies may be formed

under the Act. The Company shall have all the powers necessary or convenient to

effect any purpose for which it is formed, including all powers granted by the

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