Retail

                               OPERATING AGREEMENT
                                     BETWEEN
                              BARNES & NOBLE, INC.
                                       AND
                                 GAMESTOP CORP.

         OPERATING AGREEMENT, dated as of January 1, 2002, by and between Barnes
& Noble Inc., a Delaware corporation ("Barnes & Noble"), and GameStop Corp., a
Delaware corporation ("GameStop").

                              W I T N E S S E T H:

                  WHEREAS, the parties hereto wish to set forth the  . . .

                               OPERATING AGREEMENT

                                       OF

                                 MZ PUT JV, LLC


                        ORGANIZED UNDER THE OHIO LIMITED
                              LIABILITY COMPANY ACT

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<DESCRIPTION>OPERATING AGREEMENT OF MILFAM LLC
<TEXT>
<PAGE>   1
                               OPERATING AGREEMENT
                                       OF
                                   MILFAM LLC,
                        AN OHIO LIMITED LIABILITY COMPANY


        This operating agreement is entered into as of December 10, 1996 by
Lloyd I. Miller, III, the Irrevocable Trust U/A Catherine C. Miller dated March
26, 1991, and the Irrevocable Trust U/A Lloyd I. Miller,  . . .

                               OPERATING AGREEMENT
                                       OF
                                   FUMUME, LLC


         THIS OPERATING AGREEMENT is entered into this 18th day of May, 2001
and shall become effective on the Effective Date (as defined below), by and
among the undersigned (the "Members") identified on SCHEDULE A attached hereto
and hereby made a part hereof, initially Lifestyle Ventures, LLC, a Tennessee
limited liability company ("Lifestyle"), H&H, Holding Company, LLC, a Delaware
limited liability company ( . . .

                               OPERATING AGREEMENT

         THIS AGREEMENT, dated as of May 12, 2000 (the "Effective Date"), is
made by and between UnitedAuto Group, Inc., a Delaware corporation, with offices
at 13400 West Outer Drive, Suite B-36, Detroit Michigan 48239 ("UAG"), Penske
Automotive Group, Inc., a Delaware corporation with offices at 3534 North Peck
Road, El Monte, CA 91731 ("PAG" and collectively with UAG, "P/UAG") and
CarsDirect.com, Inc., a Delaware corporation, with offices at 10567 Jefferson
Blvd., Culver City, CA 90232 (" . . .

                                BUSINESS ACCOUNT
                              OPERATING AGREEMENT


     THIS AGREEMENT is made as of February 1, 1997, by and between NORDSTROM,
INC., a Washington corporation ("NORDSTROM"), AND NORDSTROM CREDIT, INC., a
Colorado corporation ("CREDIT").

                                   WITNESSETH

     WHEREAS, subject to the terms and conditions of this Agreement, Nordstrom
desires to transfer and assign to Credit and Credit desires to acquire from
Nordstrom certain Receivables generated pursuant to certain credit accounts  . . .

OPERATING AGREEMENT

OF

JB RESOURCES, LLC

Effective as of December 1, 2003

OPERATING AGREEMENT

OF

SYMMETRY INVESTMENTS, LLC

Dated: Effective as of December 31, 2003

OPERATING AGREEMENT

OF

UMBERTO HAUPPAUGE, LLC

OPERATING AGREEMENT (hereinafter called this �Agreement�) dated as of October 14, 1997, between SBARRO NEW HYDE PARK, INC., a New York corporation (referred to as �SBARRO�), and UMBERTO CORTEO, an individual residing at 1 Prince Path, Old Westbury, New York 11568 (referred to as �CORTEO� or �Umberto Corteo�). CORTEO and SBARRO are sometimes referred to collectively as �Members� and individually as �Member�.

WITNESSETH:

WHEREAS, the parties have agreed to organize and operate a limited liability Company (�Company�) in accordance with the  . . .

OPERATING AGREEMENT

OF

UMBERTO HICKSVILLE, LLC

OPERATING AGREEMENT (hereinafter called this �Agreement�) dated as of July 31, 1998, between SBARRO NEW HYDE PARK, INC., a New York corporation (referred to as �SBARRO�), and UMBERTO CORTEO, an individual residing at 1 Prince Path, Old Westbury, New York 11568 (referred to as �CORTEO� or �Umberto Corteo�). CORTEO and SBARRO are sometimes referred to collectively as �Members� and individually as �Member�.

WITNESSETH:

WHEREAS, the parties have agreed to organize and operate a limited liability company (�Company�) in accordance with the  . . .

OPERATING AGREEMENT

OF

UMBERTO SYOSSET, LLC

OPERATING AGREEMENT (hereinafter called this �Agreement�) dated as of December 22, 1997, between SBARRO NEW HYDE PARK, INC., a New York corporation (referred to as �SBARRO�), and UMBERTO CORTEO, an individual residing at 1 Prince Path, Old Westbury, New York 11568 (referred to as �CORTEO� or �Umberto Corteo�). CORTEO and SBARRO are sometimes referred to collectively as �Members� and individually as �Member�.

W I T N E S S E T H:

WHEREAS, the parties have agreed to organize and operate a limited liability company (�Company�) in  . . .