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OPERATING AGREEMENT

__________________________________________, L.L.C.

A STATE Limited Liability Company

THIS OPERATING AGREEMENT (this "Agreement") is made and entered into as of the ______ day of ___________________ 2001, by and between the parties listed on Exhibit A of this Agreement (collectively, the "Members" and each a "Member").

In consideration of the mutual promises of the parties, and of good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the Members mutually agreed as follows:

ARTICLE I ‑ FORMATION OF LIMITED LIABILITY COMPANY

Section 1.1 Formation. The Company has been organized as a STATE Limited Liability

Company under and pursuant to the STATE Limited Liability Company Act, being Act No. 23, Public Acts of 1993, as amended from time to time (or any successor law thereto) (the "Act") by the filing of the Articles of Organization ("Articles"), which have been or will be executed by two or more Members and filed with the Department of Commerce of the State of STATE as required by the Act. OR which have been filed on _________________ with the Department of Consumer and Industry Services-Corporation, Securities and Land Development Bureau.

Section 1.2 Name. The name of the limited liability company is __________________ (the

"Company"). The Company may also conduct its business under one or more assumed names, filed in accordance with the provisions of the Act.

Section 1.3 Purposes. The purposes of the Company are to engage in any activity 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 Act.

Section 1.4 Registered Office and Resident Agent. The registered office and resident agent of the Company shall be as designated in the initial Articles or any amendment thereof. The registered office and/or resident agent may be changed from time to time. Any such change shall be made in accordance with the Act. If the Resident Agent shall ever resign, the Company shall promptly appoint a successor.

Section 1.5 Principal Office. The principal office of the Company shall be located at _____________________________________, _______________, STATE ______________, or at such other location as the General Manager may determine from time to time.

Section 1.6 Term. The Company begins upon the filing of its Articles of Organization and shall continue in existence for the period fixed in the Articles or any amendment for the duration of the Company, or until the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

Section 1.7 Members and Percentage of Interest. The names and addresses of the Members of the Company are set forth on Exhibit A attached to and made a part of this Agreement. Each Member shall have a percentage interest ("Interest" or "Sharing Ratio") in the Company as set forth opposite his or her name on Exhibit A.

Section 1.8 Intention for Company. The Members have formed the Company as a Limited

Liability Company under and pursuant to the Act. The Members specifically intend and agree that the Company is not a partnership (including a limited partnership) or any other venture, but a Limited Liability Company under and pursuant to the Act. No Member shall be construed to be a partner in the Company or a partner of any other Member or person in the Articles, this Operating Agreement, and the relationships created thereby and arising therefrom shall not be construed to suggest otherwise.

Section 1.9 Title to Property. All real and personal property owned by the Company shall be owned by the Company as an entity and no Member shall have any ownership interest in such property in such Member's individual name or right, and each Member's interest in the Company shall be personal property for all purposes. Except as otherwise provided in this Agreement, the Company shall hold all of its real and personal property in the name of the Company and not in the name of any Member.

ARTICLE II ‑ CAPITAL CONTRIBUTIONS

Section 2.1 Initial Commitments and Contributions. By the execution of this Operating

Agreement, the initial Members hereby agree to make the capital contributions set forth in the attached Exhibit A. The interests of the respective Members in the total capital of the Company (their respective "Sharing Ratios," as adjusted from time to time to reflect changes in the Capital Accounts of the Members and the total Capital in the Company) is also set forth in Exhibit A. Any additional Member (other than an assignee of a membership interest who has been admitted as a Member) shall make the capital contribution set forth in an Admission Agreement. No Member shall have any right to withdraw or to be repaid any capital contribution except as provided in this Operating Agreement.

Section 2.2 Additional Contributions. In addition to the initial capital contributions, the General Manager may determine from time to time that additional capital contributions are needed to enable the Company to conduct its business and affairs. Upon making such a determination, notice thereof shall be given to all Members in writing at least fifteen ( 15) business days prior to the date on which such additional contributions are due. Such notice shall describe in reasonable detail, the purposes and uses of such additional capital, the amounts of additional capital required, and the date by which payment of the additional capital is required. Each Member shall be obligated to make such additional capital contribution to the extent of any unfulfilled commitment.

Section 2.3 Failure to Contribute. If any Member fails to make a capital contribution when

required, the Company may, in addition to the other rights and remedies the Company may have under the Act or applicable law, take such enforcement action (including the commencement and prosecution of court proceedings) against such Member as the Members consider appropriate. Moreover, the remaining Members may elect to contribute the amount of such required capital themselves according to their respective Sharing Ratios. In such an event, the remaining Members shall be entitled to treat such amounts as an extension of credit to such defaulting Member, payable upon demand, with interest accruing thereon at the rate of 7% per annum until paid, all of which shall be secured by such defaulting Member's interest in the Company, each Member who may hereafter default, hereby granting to each Member who may hereafter grant such an extension of credit, a security interest in such defaulting Member's interest in the Company.

Section 2.4 Maintenance of Capital Accounts. The Company shall establish and maintain capital accounts for each Member and Assignee. Each Member's capital account shall be increased by (1) the amount of any money actually contributed by the Member to the capital of the Company, (2) the fair market value of any property contributed, as determined by the Company and the contributing Member at arm's length at the time of contribution (net of liabilities assumed by the Company or subject to which the Company takes such property, within the meaning of Section 752 of the Code), and (3) the Member's share of Net Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 3.3 hereof, and the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member. Each Member's capital account shall be decreased by (1) the amount of any money actually distributed by the Company to the Member, (2) the fair market value of any property distributed to the Member, as determined by the Company and the contributing Member at arm's length at the time of distribution (net of liabilities of the Company assumed by the Member or subject to which the Member takes such property within the meaning of Section 752 of the Code), and (3) the Member's share of Net Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 3.3 hereof, and the amount of any liabilities of such Member assumed by the Company or which one secured by any property contributed by such Member to the Company. All Members promise that their capital accounts shall be maintained at all times in the same proportions to each other as their Sharing Ratios in the Company as set forth in Exhibit A, unless new additional Members are added or there is an agreed upon change to such capital accounts.

Section 2.5 Distribution of Assets. If the Company at any time distributes any of its assets in‑kind to any Member, the capital account of each Member shall be adjusted to account for that Member's allocable share of the net profits or net losses that would have been realized by the Company had it sold the assets that were distributed at their respective fair market values immediately prior to their distribution.

Section 2.6 Other Matters.

(a) Minimum Gain Chargeback. Notwithstanding any other provision of this Section 3, if there is a net decrease in the Company's Minimum Gain during any Company fiscal year, each Member shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) to the extent and subject to the exceptions set forth in the Minimum Gain chargeback requirements set forth in Treasury Regulation Section 1.704‑2(f). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. This Section 3.3(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704‑l(f) of the Treasury Regulations and shall be interpreted consistently therewith.

(a) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Section 1.704(b)(2)(ii)(d)(4), Section 1.704‑l(b)(2)(ii)(d)(5) or Section 1.704‑l(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 3.3 (b) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 3 have been tentatively made as if this Section 3.3(b) were not in the Operating Agreement.

(a) Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any fiscal year which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704‑2(g)( I ) and 1.704‑2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3.3(c) shall be made only if an to the extent and to the extent that such Member would have a deficit Capital Account in excess of such sum after all the other allocations provided in this Section 3 have been made as if Section 3.3(b) and this Section 3.3(c) were not in the Operating Agreement.

(a) Allocations Relating to Taxable Issuance of Company Interests. Any income, gain, loss or deduction realized as a direct or indirect result of the issuance of an interest by the Company to a Member (the "Issuance Items") shall be allocated among Members so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Member, shall be equal to the net amount that would have been allocated to each Member if the Issuance Items had not been realized.

Section 3.4 Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c) and the Treasury Regulations promulgated thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its agreed upon fair market value at the time of contribution. In addition, if Company property is revalued and Capital Accounts are adjusted, then subsequent allocations of income, gain, loss and deduction for tax purposes with respect to the revalued property shall take into account the variation between the properties' tax basis and book value in the same manner under Code Section 704(c) and the Treasury Regulations thereunder.

Section 3.5 Compliance with Code Section 704(b). The special allocations in Sections 3.3 are intended to comply with the Treasury Regulations promulgated under Code Section 704(b). Notwithstanding any other provision of this Section 3, those special allocations shall be taken into account in computing subsequent allocations of Profit, Loss, income, gain, loss and deductions pursuant to this Section 3, so that, to the extent possible, the net amount of any item so allocated and the Profit, Loss, income gain, loss and deductions allocated to each Member pursuant to this Section 3 shall be equal to the net amount that would have been allocated to each such Member pursuant to this Section 3 if those special allocations had not occurred.

Section 3.6 Advice of Tax Counsel. Upon the advice of the Company's Tax Counsel, this Section 3 may be amended by the members to Comply with the Code and the Treasury Regulations promulgated under Section 704 of the Code.

Section 3.7. Other Allocation Rules.

(a) For purposes of this Agreement, "Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

(i) Credit to such Capital Account any amounts which such Member is obligated to restore pursuant to any provision of this Operating Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704‑2(g)(l) and 1.704‑2(i)(5); and

(i) Debit to such Capital Account the items described in Sections

1.704‑l(b)(2)(ii)(d)(4), 1.704‑l(b)(2)(ii)(d)(5) and 1.704‑l(b)(2)(ii)(d)(6) of the Treasury Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the

provisions of Section 1.704‑l(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith.

(a) "Minimum Gain" means as of any date has the meaning set forth in Treasury Regulations Section 1.704‑2(d). Minimum Gain shall be computed separately for each Member, applying principles consistent with both the foregoing definition and the Treasury Regulations promulgated under Code Section 704(b).

(a) "Profit or Loss" means the income or loss, as the case may be, of the Company for a period as determined in accordance with Code Section 703(a)(l), including each item of income, gain, loss or deduction required to be separately stated, the excluding items specifically allocated under Section 3.3.

ARTICLE IV ‑ DISTRIBUTIONS, PROFITS, AND LOSSES

Section 4.1 Distributions. The General Manager may make distributions to the Members from time to time. Distributions may be made only after the General Manager determines in his reasonable judgment, that the Company has sufficient cash on hand which exceeds the current and the anticipated needs of the Company to fulfill its business purposes (including, needs for operating expenses, debt service, acquisitions, reserves and mandatory distributions, if any). All distributions shall be made to the Members in accordance with their Sharing Ratios. Distributions shall be in cash or property or partially in both, as determined by the General Manager. No distribution shall be declared or made if, after giving it effect, the Company would not be able to pay its debts as they become due in the usual course of business or the Company's total assets would be less than the sum of its total liabilities plus, the amount that would be needed if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other Members upon dissolution that are superior to the rights of the Members receiving the distribution.

Section 4.2 Timing of Distributions. Distributions, if any, shall be made at intervals approved by the General Manager to those persons recognized on the books of the Company as Members on the day of the distribution.

Section 4.3 Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation to the Company or the Members shall be treated as amounts distributed to the Members pursuant to this Section for all purposes under this Operating Agreement. The Members are authorized (but not obligated) to withhold from distributions, with respect to allocations, to the Members and to pay over to any federal, state, or local governments any amounts required to be so withheld pursuant to the Code or any provision of any other federal, state or local law and shall allocate such amounts to the Members with respect to such amount was withheld.

Section 4.4 Distributions in Kind. If a Member is entitled to receive a distribution (including but not limited to any return of a Capital Contribution), the Company may distribute cash, notes, property or a combination thereof to the Member. However, the Member shall not be compelled to accept a distribution in a form other than cash to the extent that the percentage of the asset distributed to the Member would otherwise exceed the Member's Sharing Ratio percentage. If any assets of the Company are distributed to the Members in kind, such assets shall be valued on the basis of the fair market value thereof on the date of the distribution.

ARTICLE V‑ MANAGEMENT

Section 5.1 Management by Manager. The business of the Company will be managed by a General Manager, who shall be a Member. ______________________ is designated to serve as the initial General Manager. The business and affairs of the Company shall be managed under the direction and control of the General Manager, and all powers of the Company shall be exercised by

or under the authority of the General Manager. No other person shall have any right or authority to act for or bind the Company except as permitted in this Agreement or as required by law.

Section 5.2 General Powers. Except as may otherwise be provided in this Operating Agreement, the ordinary and usual decisions concerning the business and affairs of the Company shall be made by the General Manager. The General Manager has the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including the power to: (a) purchase, lease or otherwise acquire any real or personal property; (b) sell, convey, mortgage, grant a security interest in, pledge, lease, exchange or otherwise dispose of or encumber any real or personal property; (c) open one or more depository accounts and make deposits into (and) checks and withdrawals against such accounts; (d) borrow money, incur liabilities, and other obligations; (e) enter into any and all agreements and execute any and all contracts, documents and instruments; (f) engage employees and agents, define their respective duties, and establish their compensation or remuneration; (g) establish pension plans, trusts, profit sharing plans, and other benefit and incentive plans for Members, employees and agents of the Company; (h) obtain insurance covering the business and affairs of the Company and its property and the lives and well being of its Member employees and agents; (i) commence, prosecute or defend any proceeding in the Company's name; (j) participate with others in partnerships, joint ventures

and other associations and strategic alliances; and (k) execute all documents to effectuate the above powers.

Section 5.3 Limitation on Authority of Members.

(a) lack of notice or defective notice of the meeting unless the Member at the beginning of the meeting objects to the holding of the meeting or transacting business at the meeting; and

(a) consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.

Section 6.5 Electronic Participation. A Member shall be deemed to be present in person at a meeting of Members if such Member participates in a meeting of Members by a conference telephone or by other similar communications equipment through which all persons participating in the meeting may communicate with each other and all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants.

Section 6.6 Consent. Any action required or permitted to be taken at an annual or special meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all membership interests entitled to vote on the action were present and voted. Every written consent shall bear the date and signature of each member who signs the consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Section 6.7 Other Businesses of Members. No Member will be required to devote full time effort to the Company. Each of the Members shall devote such time to the Company business as they, in their sole discretion, deem necessary to further the interests of the Company. Nothing contained in this Agreement shall be construed as preventing a Member from engaging in any other business activity, including an activity that would compete with this Company.

ARTICLE VII ‑ ASSIGNMENT AND WITHDRAWAL

Section 7.1 New Members; Substitute Members and Transferees. No new Members may be admitted to the Company without the prior written consent of all Members, which consent may be withheld in a Member's sole discretion. Unless otherwise required by law, no Member has the right to sell, assign, transfer, mortgage, or pledge his or her Interest, or any part of his or her Interest, in the Company or grant the right to become a substitute Member to an assignee of all or any part of his or her Interest, except with the prior written consent of all Members, which consent may be withheld in a Member's sole discretion, and any attempt to do so is null and void. If admitted, the substitute Member has, to the extent assigned, all of the rights and powers, and is subject to all of the restrictions and liabilities of a Member. Subject to the other provisions of this Agreement, a transferee of an Interest in the Company shall be admitted as a Member only after completion of the following:

(a) if the assignment, alone or when combined with other transactions, would result in a termination of the Company within the meaning of Section 708 of the Internal Revenue Code of 1986, as amended;

(a) without an opinion of counsel satisfactory to the Company that the assignment is subject to an effective registration under, or exempt from the registration requirements of, the applicable state and federal securities laws; and

(a) unless and until the Company receives from the assignee the information and agreements that the Company may reasonably require, including, but not limited to, any taxpayer identification number and any agreement that may be required by any taxing jurisdiction.

Section 7.3 Transfers Not in Compliance with This Article Void. Any attempted assignment of a Member Interest, or any part thereof, not in compliance with this Article is null and void ab initio and will be treated as a withdrawal in violation of this Operating Agreement by the assigning Member.

Section 7.4 Right of First Refusal. Subject to this Section 7, no Member (the "Selling Member") may sell, assign or transfer all or any portion of his Membership Interest in the Company (the "Offered Membership Interest") unless he first notifies the Company and the other Members of the Company (the "Offeree(s)") of the identity of the prospective buyer, assignee or transferee and sends to the Company and the Offerees a copy of the written Offer (the "Offer") and unless the Selling Member shall first Offer to sell the Offered Membership Interest in the Company to the Offerees, with each Offeree being offered the proportion of the membership that is equal to the Offered Membership Interest multiplied by a fraction, the numerator which is each Offerees's Sharing Ratio and the denominator of which is the aggregate of the Sharing Ratios of all Offerees, for the same price and on the same terms as those being offered to the Selling Member in the Offer. The Offerees shall have thirty (30) days after receiving said Offer to accept said Offer. Any Membership Interest not purchased by any Offerees within the said thirty (30) day option period shall

be offered to those remaining Offeree Members who did purchase their respective proportionate Membership Interest from the Selling Member. Pursuant to the foregoing, said purchase is to be in equal amounts where more than one (1) remaining Offeree wishes to so purchase and for the same price and on the same terms that apply to the foregoing purchases. If the Offerees, in the aggregate, do not elect, by the end of the second option period, to purchase the entire original Offered Membership Interest, the Selling Member shall, for a period of ninety (90) days after the expiration of the two (2) thirty (30) day option periods set forth above, be free to sell the Offered Membership Interest to any purchaser for the exact price and upon the exact terms disclosed in the Offer. Notwithstanding this Paragraph, such purchaser shall not become a substitute Member of the Company unless the express written consent of all the other remaining Members is obtained. Otherwise, the purchaser shall become an assignee of a membership interest subject to 6.6 of this Agreement.

Section 7.5 No Assumption of Liability. An assignee of a Member's Interest, who is not admitted as a Member, will have no liability as a Member of the Company solely as a result of the assignment.

Section 7.6 Rights of Assignees. The assignee of a Member's Interest, even one who is already a Member, has no right to become a Member or exercise any rights of a Member (including, voting on or otherwise assenting to Company action), with respect to the assigned interest, unless admitted as a substitute Member as provided in this Agreement.

Section 7.7 Termination of Membership; Liability. Except as otherwise provided, a Member ceases to be a Member upon assignment of all of his or her Interest. The assignor is not released from his or her liability to the Company under Sections 302 and 308 of the Act, even if the assignee becomes a Member.

Section 7.8 Withdrawal. Before the dissolution and winding up of the business of the Company, no Member may voluntarily withdraw from the Company except with the prior written consent of all Members. If a Member withdraws in violation of this Section 7.8, such Member is not entitled to any distributions (under Section 305 or Section 808 of the Act) and the Company may recover from the withdrawing Member any damages for breach of this Agreement in excess of the amount that would otherwise be distributable to the Member under Sections 305 or 808 of the Act.

Section 7.9 Expulsion. A Member may be expelled from the Company only for cause and only upon the affirmative vote of a majority of the Sharing Ratios of all the Members. The Member whose expulsion is in question will be entitled to vote on the matter of expulsion. Expulsion will be at a meeting of the Members called expressly for that purpose, and the Member whose expulsion is in question will be given reasonable advance notice of the allegations against the Member and an opportunity to be heard at the meeting.

ARTICLE VIII ‑ DISSOLUTION AND LIQUIDATION OF THE COMPANY

Section 8.1 Dissolution; Right to Continue. Upon an event of dissolution (as defined below), a majority of the remaining Members, if any, shall have the right to consent to continue the business of the Company by written agreement within ninety (90) days after the event giving rise to the dissolution. Events of dissolution include the following:

(a) The expiration of the term of the Company as provided in the Articles;

(a) The unanimous consent of the Members;

(a) The death, withdrawal, expulsion, bankruptcy, or dissolution of a Member, or the occurrence of any other event that terminates the continued membership of a Member in the Company; or

(a) The entry of a decree of judicial dissolution.

Section 8.2 Liquidation and Termination. Subject to any restrictions in any agreement to which the Company is a party, the Company may be terminated after dissolution if the remaining Members do not elect to continue the Company as provided in this Agreement. If the Company is terminated, the General Manager shall promptly liquidate and terminate the affairs of the Company by discharging all debts and liabilities of the Company and by distributing all assets in accordance with the Act and this Agreement.

ARTICLE IX ‑ BOOKS AND RECORDS

Section 9.1 Books and Records. The General Manager shall keep or cause to be kept proper and complete records and books of account of all Company business and these records shall be open to inspection by any Member or the Member's duly authorized representative at any reasonable time during normal business hours. Any Member may make copies of the records and books of account. The Company shall keep its books and records on the basis of accounting determined to be in the best interests of the Company as selected by the General Manager from time to time. Within seventy‑five (75) days after the end of each taxable year and at the expense of the Company, the General Manager shall cause to be prepared a complete accounting of the affairs of the Company, together with whatever appropriate information is required by each Member for the purpose of preparing such Member's income tax return for that year, which accounting and other information shall be furnished to each Member. The accounting and other information that shall be furnished to each Member shall include, but is not necessarily limited to:

(a) A current list of the full name and last known address of each Member;

(a) A copy of the Articles of Organization, together with any amendments to the Articles

of Organization;

(a) Copies of the Company's federal, state, and local income tax returns and reports, if any, for the three most recent years;

(a) Copies of any financial statements of the Company for the three most recent years;

(a) A copy of this Agreement; and

(a) Copy of records that would enable a Member to determine the Members' shares of the Company's distributions and their relative voting rights.

Section 9.3 Tax Matters. The General Manager shall be designated the Company's tax matters partner ("Tax Matters Partner") and will initially handle federal tax matters for the Company. The Tax Matters Partner shall have all powers and responsibilities provided in Section 6221,et ea., of the Internal Revenue Code of 1986, as amended. The Tax Matters Partner will take action as may be necessary to cause each other Member of the Company to become a "notice partner," within the meaning of Section 6223 of the Code.

Section 9.4 Special Basis Adjustment. In connection with any Permitted Transfer of a Company Interest, the Members shall cause the Company, at the written request of the Transferor or the Transferee, on behalf of the Company and at the time and in the manner provided in Treasury Regulations 1.754‑Kb), to make an election to adjust the basis of the Company's property in the manner provided in Sections 734(b) and 743 (b) of the Code, and such Transferee shall pay all costs incurred by the Company in connection therewith, including without limitation, reasonable attorneys and accountants fees.

Section 9.5 Bank Accounts. All funds of the Company shall be deposited in Company checking or other bank accounts, subject to such authorized signatures as the General Manager may determine.

Section 9.6 Fiscal Year. The fiscal year of the Company shall end on the 31st day of December in each year.

ARTICLE X ‑ LIABILITY AND INDEMNIFICATION

Section 10.1 Exculpation of Liability. Unless otherwise provided by law or expressly assumed, a person who is a Member or Manager, or both, shall not be liable for the acts, debts or liabilities of this Company. Further, the General Manager shall not be liable, responsible, or accountable, in damages or otherwise, to any Member or to the Company for any omission or any act performed by the General Manager within the scope of the authority conferred on the General Manager by this Agreement, except for fraud, gross negligence, and intentional breach of this Agreement, or as otherwise required by the Act.

Section 10.2 Indemnification. Except as otherwise provided in this Article, the Company shall indemnify any Manager and may indemnify any employee or agent of the Company who was or is a party or threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, other than an action by or in the right of the Company by reason of the fact that such person is or was a Manager, employee or agent of the Company against expenses, including attorneys' fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, if the person acted in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner that such person reasonably believed to be in the best interests of the Company and with respect to a criminal action or proceeding, if such person had no reasonable cause to believe such person's conduct was unlawful. To the extent that a Member, employee or agent of the Company has been successful on the merits or otherwise in defense of an action, suit or proceeding or in defense of any claim, issue or other matter in the action, suit or proceeding, such persons shall be indemnified against actual and reasonable expenses, including attorneys' fees, incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided herein. Any indemnification permitted under this Article, unless ordered by a court, shall be made by the Company only as authorized in the specific case upon a determination that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation shall be made by a majority vote of the Members who are not parties or threatened to be made parties to the action, suit or proceeding. Notwithstanding the foregoing to the contrary, no indemnification shall be provided to any Manager, employee or agent of the Company for or in connection with the receipt of a financial benefit to which such person is not entitled, voting for or assenting to a distribution to Members in violation of this Operating Agreement or the Act, or a knowing violation of law.

ARTICLE XI ‑ MISCELLANEOUS

Section 11.1 Registration. Each Member hereby acknowledges and represents that:

(a) The Member is acquiring his Membership Interest in the Company for investment purposes only and not with a view to distribution or resale thereof; and

(a) The Member has made an independent investment analysis in deciding to become a

Member, has had the opportunity to investigate the business of the Company, the qualifications of the other Members and the tax and financial implications of an investment in the Company and has deemed the investment appropriate for him.

Section 11.3 Representations and Warranties. Each Member, and in the case of an organization, the person(s) executing this Agreement on behalf of the organization, hereby represents and warrants to the Company and each other Member that: (a) if the Member is an organization, that it is duly organized, validly existing, and in good standing under the laws of its state of organization and that it has full organizational power to execute and agree to this Agreement to perform its obligations hereunder; and (b) that the Member is acquiring its interest in the Company for the Member's own account as an investment and without an intent to distribute the interest.

Section 11.4 Binding Provisions. The covenants and agreements contained in this Agreement shall be binding upon the heirs, personal representatives, successors and permitted assigns of the respective Members.

Section 11.5 Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions of this Agreement are determined to be invalid and contrary to any existing or filture law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid.

Section 11.6 Specific Performance and Damages. The Members understand and agree that any Member may suffer irreparable damage in the event that this Agreement is not specifically performed according to its terms. Accordingly, the Members agree that all of the terms of this Agreement will be enforceable in a court having equity jurisdiction by a decree of specific performance or by injunction or by both; provided, however, that the foregoing will not be construed as prohibiting any of the Members from pursuing any additional remedies for a breach or threatened breach of this Agreement, including the recovery of damages.

Section 11.7 Notices. Any notice required or permitted to be given under this Agreement will be sufficient and deemed delivered if in writing, signed, and personally delivered or deposited in the United States mails in a sealed envelope addressed to the Member at the Member's address as it appears on the records of the Company in the case of notice to the Member, or to the Company's principal place of business and the Company's registered office, if different, in the case of notice to the Company, with postage prepaid.

Section 11.8 Entire Agreement. This Agreement constitutes the entire understanding and

agreement among the Members with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, express or implied, oral or written, except as contained in this Agreement.

Section 11.9 No Third Party Beneficiaries. Nothing contained in this Agreement shall create or be deemed to create any rights or benefits in any third parties.

Section 11.10 Amendment of Agreement and Articles of Organization. Neither this Agreement, nor the Articles of Organization, a form of which is attached to this Agreement as Exhibit B, may be amended or modified, except with the unanimous written consent of all Members.

Section 11.11 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of STATE.

Section 11.12 Captions. Captions are used in this Agreement for the convenience of the parties only and are not intended to be used in the interpretation of this Agreement.

Section 11.13 Counterparts. This Agreement may be executed in counter parts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same instrument, binding on the Members. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

IN WITNESS WHEREOF, the Members execute this Agreement as of the date first written above.

___________________(COMPANY NAME)

___________________________________

By:

Its: Member

MEMBERS:

_________________________ ___________________________________

Witness

_________________________

Witness

EXHIBIT A

Initial Capital Members Percentage

Member Contribution of Interest

_____________________ 1.00 100%

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