Exhibit E

                             OPERATING AGREEMENT OF
                            MADISON RUN HOLDINGS, LLC

                   THIS LIMITED  LIABILITY  COMPANY  OPERATING  AGREEMENT  (this
"Agreement")  of MADISON RUN  HOLDINGS,  LLC (the  "Company") is effective as of
this 10th day of May, 2004.

                  1. FORMATION OF LIMITED LIABILITY COMPANY. The Company was
formed as a limited liability company on May 5, 2004 pursuant to a Certificate
of Formation filed with the Secretary of State of the State of Delaware in
accordance with the provisions of the Delaware Limited Liability Company Act (6
Del. C. ss.ss.18-101 et seq.), as amended from time to time (the "Act"). The
rights and obligations of the Managing Member of the Company and the
administration and termination of the Company shall be governed by this
Agreement and the Act. This Agreement shall be considered the "Operating
Agreement" of the Company within the meaning of the Act. To the extent this
Agreement is inconsistent in any respect with the Act, this Agreement shall
control.

                  2. MEMBERS. G. Stewart Hall (the "Member"), is the sole member
and manager (the "Managing Member") of the Company and owns a one hundred (100%)
percent ownership interest in the Company.

                  3. PURPOSE. The Company is organized for the purposes of
engaging in any and all activities permitted by law including acting as the
General Manager for Madison Run, LLC and directly or indirectly purchasing,
acquiring, selling, owning, trading in, holding, investing in, managing and
otherwise dealing in and with marketable securities, and engaging in any and all
business, transactions and activities which are incidental or related thereto to
the fullest extent permitted by law.

                  4. NAME. The name of the Company shall be "Madison Run
Holdings, LLC".

                  5. REGISTERED AGENT AND PRINCIPAL OFFICE. The registered
office and registered agent of the Company in the State of Delaware shall be as
the Managing Member may designate from time to time. The Company may have such
other offices as the Managing Member may designate from time to time. The
mailing address of the Company shall be c/o G. Stewart Hall, 1331 H St. NW 12th
Floor WDC, 20005.

                  6. TERM OF COMPANY. The Company shall commence on the date the
Certificate of Formation for the Company is properly filed with the Secretary of
State of the State of Delaware and shall continue in existence in perpetuity
unless its business and affairs are earlier wound up following its dissolution.




                  7. MANAGEMENT OF COMPANY. All decisions relating to the
business, affairs and properties of the Company shall be made by the Managing
Member of the Company. The Managing Member may appoint a President and one or
more Vice Presidents and such other officers of the Company as the Managing
Member may deem necessary or advisable to manage the day-to-day business affairs
of the Company (the "Officers"). The Officers shall serve at the pleasure of the
Managing Member. To the extent delegated by the Managing Member, the Officers
shall have the authority to act on behalf of, bind and execute and deliver
documents in the name and on behalf of the Company. No such delegation shall
cause the member to cease to be a Member.

                  8. DISTRIBUTIONS. Each distribution of cash or other property
by the Company shall be made One Hundred (100%) Percent to the Member. Each item
of income, gain, loss, deduction and credit of the Company shall be allocated
One Hundred (100%) Percent to the Member.

                  9. CAPITAL ACCOUNTS AND TAX MATTERS. A capital account shall
be maintained for each Member in accordance with Treasury Regulations Section
1.704-1(b)(2)(iv). The Member intends that the Company not be treated as an
association for Federal Income Tax purposes. The Member shall act as the "tax
matters partner" within the meaning of the Internal Revenue Code.

                  10. DISSOLUTION AND WINDING UP. The Company shall dissolve and
its business and affairs shall be wound up pursuant to a written instrument
executed by the Managing Member.

                  11. AMENDMENTS. This Agreement may be amended or modified from
time to time by a written instrument executed by the Managing Member.

                  12. GOVERNING LAW. The validity and enforceability of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to otherwise governing principles of conflicts
of law.




                            [Signature page follows]







                           IN WITNESS WHEREOF, the Member has duly executed this
Agreement to be effective as of the date set forth above.



                           MEMBER AND MANAGING MEMBER:

                           /s/ G. Stewart Hall
                           ----------------------------------------------------
                           G. Stewart Hall