TABLE OF CONTENTS

		Page
SECTION 1 DEFINITIONS			1
1.1 Specific Definitions			1
1.2 General Usage			5
SECTION 2 FORMATION			6
2.1 Formation and Name			6
2.2 Term			6
2.3 Purpose and Scope			6
2.4 Principal Office			7
2.5 Delaware Office and Agent			7
2.6 Admission of Members and Additional Members			7
2.7 Names and Contact Information of the Members			7
2.8 Additional Documents			7
2.9 Title to Property			8
SECTION 3 CAPITALIZATION			8
3.1 Capital Commitments			8
3.2 Capital Contributions			8
3.3 Limitation on Capital Contributions			9
3.4 Penalties for Failure to Make Required Contributions			9
3.5 Withdrawal and Return of Capital			9
3.6 Loans to the Company			9
3.7 Interest on Capital			9
3.8 Limitation of Liability; Return of Certain Distributions			9
3.9 Contributed Property			10
SECTION 4 PROFITS AND LOSSES			10
4.1 Allocations of Company Profits and Losses			10
4.2 Nonallocation of Distributions to Increases in Minimum Gain			11
4.3 Allocation of Liabilities			12
4.4 Modifications to Preserve Underlying Economic Objectives			12
4.5 Withholding Taxes			12
SECTION 5 DISTRIBUTIONS			13
5.1 Operating Distributions			13
5.2 Liquidating Distributions			15
5.3 Limitation on Distributions			15
5.4 No Right to Distributions of Property			15
SECTION 6 ADMINISTRATION			15
6.1 Management Powers and Authority of the Managing Members			15
6.2 Management Rights and Powers of the Non-Managing Members			17
6.3 Managing Members Power to Bind the Company			17
6.4 Other Ventures and Activities			17
6.5 Duties to the Company			18
6.6 Officers			18

TABLE OF CONTENTS
(Continued)

		Page
6.7 Member Expenses			18
6.8 Member Compensation			18
6.9 Tax Matters Partner			19
6.10 Records and Financial Statements			19
6.11 Confidentiality			20
6.12 Disclosures			20
SECTION 7 TRANSFERS AND WITHDRAWALS			20
7.1 Transfers of Interests			20
7.2 Withdrawal/Removal of a Member			22
7.3 Procedures Following Member Withdrawal/Removal			22
7.4 Status of Assignees			22
SECTION 8 DISSOLUTION AND LIQUIDATION			24
8.1 Dissolving Events			24
8.2 Winding Up and Liquidation			24
SECTION 9 LIABILITY AND INDEMNIFICATION			25
9.1 Liability			25
9.2 Indemnification			25
9.3 Contribution			26
SECTION 10 GENERAL PROVISIONS			27
10.1 Meetings			27
10.2 Action Without a Meeting of All Members			27
10.3 Entire Agreement			27
10.4 Amendments			27
10.5 Governing Law			28
10.6 Severability			28
10.7 Counterparts; Binding upon Members and Assignees			29
10.8 Survival of Certain Obligations			29
10.9 No Third Party Beneficiaries			29
10.10 Notices, Consents, Elections, Etc			29
10.11 Certain Member Representations and Covenants			30
10.12 Avoidance of Publicly Traded Partnership Status			30
10.13 No Usury			31
10.14 Form and Venue			31
10.15 Fees and Costs			31
10.16 Remedies for Breach of this Agreement			31
10.17 Currency			32
10.18 Timing			32
10.19 Status Under the Act			32
10.20 Partnership for Tax Purposes Only			32
10.21 Miscellaneous			32
10.22 Press Release			33

     THIS OPERATING AGREEMENT of LiveWorld-WPP, L.L.C., a Delaware limited liability company, is entered into as of July 7, 2006.

SECTION 1

DEFINITIONS

     1.1 Specific Definitions. As used in this Agreement:

     Act shall mean the Delaware Limited Liability Company Act, Title 6, Delaware Code Ann., Section 18-101 et seq., as amended.

     Additional Member shall mean any Person, other than a Substitute Member, admitted to the Company as a Member after the date first above written.

     Affiliate shall mean, with respect to any Person, any other Person with regard to which the Person is controlling, controlled or commonly controlled. For purposes of the preceding sentence, control shall mean the power to direct the principal business management and activities of a Person, whether through ownership of voting securities, by agreement, or otherwise.

     Agreement shall mean this Operating Agreement of LiveWorld-WPP, L.L.C., a Delaware limited liability company, including all schedules, appendices, and exhibits hereto, as amended in accordance with the terms hereof.

     Allocation Percentage shall mean, for each Member, as of the date of determination, the percentage specified for such Member on Schedule A (as adjusted pursuant to this Agreement).

     Assignee shall mean a Person that has acquired all or any portion of an Interest (including by means of a Transfer permitted under Section 7), but that has not been admitted as a Member.

     Bank shall mean the Bank of America National Trust & Savings Assn., San Francisco, California main branch (or any successor entity thereto).

     Bankruptcy shall mean, with respect to a Member: (i) an assignment of all or substantially all of the assets of such Member for the benefit of its creditors generally; (ii) the commencement of any bankruptcy or insolvency case or proceeding against such Member which shall continue and remain unstayed and in effect for a period of sixty (60) consecutive days; (iii) the filing by such Member of a petition, answer or consent seeking relief under any bankruptcy, insolvency or similar law; or (iv) the occurrence of any other event that is deemed to constitute bankruptcy for purposes of the Act.

     Beneficial Owner shall mean, with respect to a Member, any Person that holds an equity interest in such Member, either directly or indirectly through a nominee or agent or through one or more intervening entities qualifying as partnerships, grantor trusts or S corporations, in each case as determined for Federal income tax purposes.