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LIMITED LIABILITY COMPANY OPERATING AGREEMENT

____________________ (COMPANY NAME), LLC

A Member-Managed Limited Liability Company

FLORIDA LLC OPERATING AGREEMENT

THIS OPERATING AGREEMENT is made and entered into effective

___________________ (Month Day, Year), by and among: ___________________

(Member Full Name), ___________________ (Member Full Name), and

___________________ (Member Full Name) (collectively referred to in this agreement

as the "Members").

SECTION 1

THE LIMITED LIABILITY COMPANY

1.1 Formation. Effective ___________________ (Month Day, Year), the Members form

a limited liability company under the name ___________________ (Company Name),

L.L.C. ___________________ (the "Company") on the terms and conditions in this

Operating Agreement (the "Agreement") and pursuant to Chapter 605 Florida Revised

Limited Liability Company Act (State Law) of the State of Florida (the "Act"). The

Members agree to file with the appropriate agency within the State of Florida charged

with processing and maintaining such records all documentation required for the

formation of the Company. The rights and obligations of the parties are as provided in

the Act except as otherwise expressly provided in this Agreement.

1.2 Name. The business of the Company will be conducted under the name

___________________ (Company Name), L.L.C., or such other name upon which the

Members may unanimously may agree.

1.3 Purpose. The purpose of the Company is to engage in any lawful act or activity for

which a Limited Liability Company may be formed within the State of Florida.

1.4 Office. The Company will maintain its principal business office within the State of

Florida at the following address:

_________________________________________________________ (Address, City,

State Zip).

1.5 Registered Agent. ___________________ (Full Name) is the Company's initial

registered agent in the State of Florida, and the registered office is

_________________________________________________________ (Address, City,

State Zip).

1.6 Term. The term of the Company commences on ___________________ (Month

Day, Year) and shall continue perpetually unless sooner terminated as provided in this

Agreement.

1.7 Names and Addresses of Members. The Members' names and addresses are

attached as Schedule 1 to this Agreement.

1.8 Admission of Additional Members. Except as otherwise expressly provided in this

Agreement, no additional members may be admitted to the Company through issuance

by the company of a new interest in the Company without the prior unanimous written

consent of the Members.

SECTION 2

CAPITAL CONTRIBUTIONS

2.1 Initial Contributions. The Members initially shall contribute to the Company capital

as described in Schedule 2 attached to this Agreement.

2.2 Additional Contributions. No Member shall be obligated to make any additional

contribution to the Company's capital without the prior unanimous written consent of the

Members.

2.3 No Interest on Capital Contributions. Members are not entitled to interest or other

compensation for or on account of their capital contributions to the Company except to

the extent, if any, expressly provided in this Agreement.

SECTION 3

ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS

3.1 Profits/Losses. For financial accounting and tax purposes, the Company's net

profits or net losses shall be determined on an annual basis and shall be allocated to

the Members in proportion to each Member's relative capital interest in the Company as

set forth in Schedule 2 as amended from time to time in accordance with U.S.

Department of the Treasury Regulation 1.704-1.

3.2 Distributions. The Members shall determine and distribute available funds annually

or at more frequent intervals as they see fit. Available funds, as referred to herein, shall

mean the net cash of the Company available after appropriate provision for expenses

and liabilities, as determined by the Managers. Distributions in liquidation of the

Company or in liquidation of a Member's interest shall be made in accordance with the

positive capital account balances pursuant to U.S. Department of the Treasury

Regulation 1.704.1(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital

account balance, there shall be a qualified income offset, as set forth in U.S.

Department of the Treasury Regulation 1.704.1(b)(2)(ii)(d).

3.3 No Right to Demand Return of Capital. No Member has any right to any return of

capital or other distribution except as expressly provided in this Agreement. No Member

has any drawing account in the Company.

SECTION 4

INDEMNIFICATION

The Company shall indemnify any person who was or is a party defendant or is

threatened to be made a party defendant, pending or completed action, suit or

proceeding, whether civil, criminal, administrative, or investigative (other than an action

by or in the right of the Company) by reason of the fact that he is or was a Member of

the Company, Manager, employee or agent of the Company, or is or was serving at the

request of the Company, against expenses (including attorney's fees), judgments, fines,

and amounts paid in settlement actually and reasonably incurred in connection with

such action, suit or proceeding if the Members determine that he acted in good faith and

in a manner he reasonably believed to be in or not opposed to the best interest of the

Company, and with respect to any criminal action proceeding, has no reasonable cause

to believe his/her conduct was unlawful. The termination of any action, suit, or

proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo

Contendere" or its equivalent, shall not in itself create a presumption that the person did

or did not act in good faith and in a manner which he reasonably believed to be in the

best interest of the Company, and, with respect to any criminal action or proceeding,

had reasonable cause to believe that his/her conduct was lawful

SECTION 5

POWERS AND DUTIES OF MANAGERS

5.1 Management of Company.

5.1.1 The Members, within the authority granted by the Act and the terms of this

Agreement shall have the complete power and authority to manage and operate

the Company and make all decisions affecting its business and affairs.

5.1.2 Except as otherwise provided in this Agreement, all decisions and

documents relating to the management and operation of the Company shall be

made and executed by a Majority in Interest of the Members.

5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively

upon the power and authority of a Majority in Interest of the Members to manage

and operate the business and affairs of the Company.

5.2 Decisions by Members. Whenever in this Agreement reference is made to

the decision, consent, approval, judgment, or action of the Members, unless

otherwise expressly provided in this Agreement, such decision, consent,

approval, judgment, or action shall mean a Majority of the Members.

5.3 Withdrawal by a Member. A Member has no power to withdraw from the

Company, except as otherwise provided in Section 8.

SECTION 6

SALARIES, REIMBURSEMENT, AND PAYMENT OF EXPENSES

6.1 Organization Expenses. All expenses incurred in connection with organization of

the Company will be paid by the Company.

6.2 Salary. No salary will be paid to a Member for the performance of his or her duties

under this Agreement unless the salary has been approved in writing by a Majority of

the Members.

6.3 Legal and Accounting Services. The Company may obtain legal and accounting

services to the extent reasonably necessary for the conduct of the Company's business.

SECTION 7

BOOKS OF ACCOUNT, ACCOUNTING REPORTS, TAX RETURNS,

FISCAL YEAR, BANKING

7.1 Method of Accounting. The Company will use the method of accounting previously

determined by the Members for financial reporting and tax purposes.

7.2 Fiscal Year; Taxable Year. The fiscal year and the taxable year of the Company is

the calendar year.

7.3 Capital Accounts. The Company will maintain a Capital Account for each Member

on a cumulative basis in accordance with federal income tax accounting principles.

7.4 Banking. All funds of the Company will be deposited in a separate bank account or

in an account or accounts of a savings and loan association in the name of the

Company as determined by a Majority of the Members. Company funds will be invested

or deposited with an institution, the accounts or deposits of which are insured or

guaranteed by an agency of the United States government.

SECTION 8

TRANSFER OF MEMBERSHIP INTEREST

8.1 Sale or Encumbrance Prohibited. Except as otherwise permitted in this

Agreement, no Member may voluntarily or involuntarily transfer, sell, convey, encumber,

pledge, assign, or otherwise dispose of (collectively, "Transfer") an interest in the

Company without the prior written consent of a majority of the other non-transferring

Members determined on a per capita basis.

8.2 Right of First Refusal. Notwithstanding Section 8.1, a Member may transfer all or

any part of the Member's interest in the Company (the "Interest") as follows:

8.2.1 The Member desiring to transfer his or her Interest first must provide written

notice (the "Notice") to the other Members, specifying the price and terms on

which the Member is prepared to sell the Interest (the "Offer").

8.2.2 For a period of 30 days after receipt of the Notice, the Members may

acquire all, but not less than all, of the Interest at the price and under the terms

specified in the Offer. If the other Members desiring to acquire the Interest cannot

agree among themselves on the allocation of the Interest among them, the

allocation will be proportional to the Ownership Interests of those Members

desiring to acquire the Interest.

8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided,

however, that the closing will not be less than 45 days after expiration of the 30-

day notice period.

8.2.4 If the other Members fail or refuse to notify the transferring Member of their

desire to acquire all of the Interest proposed to be transferred within the 30-day

period following receipt of the Notice, then the Members will be deemed to have

waived their right to acquire the Interest on the terms described in the Offer, and

the transferring Member may sell and convey the Interest consistent with the

Offer to any other person or entity; provided, however, that notwithstanding

anything in Section 8.2 to the contrary, should the sale to a third person be at a

price or on terms that are more favorable to the purchaser than stated in the

Offer, then the transferring Member must reoffer the sale of the Interest to the

remaining Members at that other price or other terms; provided, further, that if the

sale to a third person is not closed within six months after the expiration of the

30-day period describe above, then the provisions of Section 8.2 will again apply

to the Interest proposed to be sold or conveyed.

8.2.5 Notwithstanding the foregoing provisions of Section 8.2, should the sole

remaining Member be entitled to and elect to acquire all the Interests of the other

Members of the Company in accordance with the provisions of Section 8.2, the

acquiring Member may assign the right to acquire the Interests to a spouse,

lineal descendent, or an affiliated entity if the assignment is reasonably believed

to be necessary to continue the existence of the Company as a limited liability

company.

8.3 Substituted Parties. Any transfer in which the Transferee becomes a fully

substituted Member is not permitted unless and until:

8.3.1 The transferor and assignee execute and deliver to the Company the

documents and instruments of conveyance necessary or appropriate in the

opinion of counsel to the Company to effect the transfer and to confirm the

agreement of the permitted assignee to be bound by the provisions of this

Agreement; and

8.3.2 The transferor furnishes to the Company an opinion of counsel, satisfactory

to the Company, that the transfer will not cause the Company to terminate for

federal income tax purposes or that any termination is not adverse to the

Company or the other Members.

8.4 Death, Incompetency, or Bankruptcy of Member. On the death, adjudicated

incompetence, or bankruptcy of a Member, unless the Company exercises its rights

under Section 8.5, the successor in interest to the Member (whether an estate,

bankruptcy trustee, or otherwise) will receive only the economic right to receive

distributions whenever made by the Company and the Member's allocable share of

taxable income, gain, loss, deduction, and credit (the "Economic Rights") unless and

until a majority of the other Members determined on a per capita basis admit the

transferee as a fully substituted Member in accordance with the provisions of Section

8.3.

8.4.1 Any transfer of Economic Rights pursuant to Section 8.4 will not include

any right to participate in management of the Company, including any right to

vote, consent to, and will not include any right to information on the Company or

its operations or financial condition. Following any transfer of only the Economic

Rights of a Member's Interest in the Company, the transferring Member's power

and right to vote or consent to any matter submitted to the Members will be

eliminated, and the Ownership Interests of the remaining Members, for purposes

only of such votes, consents, and participation in management, will be

proportionately increased until such time, if any, as the transferee of the

Economic Rights becomes a fully substituted Member.

8.5 Death Buy Out. Notwithstanding the foregoing provision of Section 8, the Members

covenant and agree that on the death of any Member, the Company, at its option, by

providing written notice to the estate of the deceased Member within 180 days of the

death of the Member, may purchase, acquire, and redeem the Interest of the deceased

Member in the Company pursuant to the provision of Section 8.5.

8.5.1 The value of each Member's Interest in the Company will be determined on

the date this Agreement is signed, and the value will be endorsed on Schedule 3

attached and made a part of this Agreement. The value of each Member's

Interest will be redetermined unanimously by the Members annually, unless the

Members unanimously decide to redetermine those values more frequently. The

Members will use their best efforts to endorse those values on Schedule 3. The

purchase price for a decedent Member's interest conclusively is the value last

determined before the death of such Member; provided, however, that if the

latest valuation is more than two years before the death of the deceased

Member, the provisions of Section 8.5.2 will apply in determining the value of the

Member's Interest in the Company.

8.5.2 If the Members have failed to value the deceased Member's Interest within

the prior two-year period, the value of each Member's Interest in the Company on

the date of death, in the first instance, will be determined by mutual agreement of

the surviving Members and the personal representative of the estate of the

deceased Member. If the parties cannot reach an agreement on the value within

30 days after the appointment of the personal representative of the deceased

Member, then the surviving Members and the personal representative each must

select a qualified appraiser within the next succeeding 30 days. The appraisers

so selected must attempt to determine the value of the Company Interest owned

by the decedent at the time of death based solely on their appraisal of the total

value of the Company's assets and the amount the decedent would have

received had the assets of the Company been sold at that time for an amount

equal to their fair market value and the proceeds (after payment of all Company

obligations) were distributed in the manner contemplated in Section 8. The

appraisal may not consider and discount for the sale of a minority Interest in the

Company. In the event the appraisers cannot agree on the value within 30 days

after being selected, the two appraisers must, within 30 days, select a third

appraiser. The value of the Interest of the decedent in the Company and the

purchase price of it will be the average of the two appraisals nearest in amount to

one another. That amount will be final and binding on all parties and their

respective successors, assigns, and representatives. The costs and expenses of

the third appraiser and any costs and expenses of the appraiser retained but not

paid for by the estate of the deceased Member will be offset against the

purchase price paid for the deceased Member's Interest in the Company.

8.5.3 Closing of the sale of the deceased Member's Interest in the Company will

be held at the office of the Company on a date designated by the Company, not

be later than 90 days after agreement with the personal representative of the

deceased Member's estate on the fair market value of the deceased Member's

Interest in the Company; provided, however, that if the purchase price are

determined by appraisals as set forth in Section 8.5.2, the closing will be 30 days

after the final appraisal and purchase price are determined. If no personal

representative has been appointed within 60 days after the deceased Member's

death, the surviving Members have the right to apply for and have a personal

representative appointed.

8.5.4 At closing, the Company will pay the purchase price for the deceased

Member's Interest in the Company. If the purchase price is less than $1,000.00,

the purchase price will be paid in cash; if the purchase price is $1,000.00 or

more, the purchase price will be paid as follows:

(1) $1,000.00 in cash, bank cashier's check, or certified funds;

(2) The balance of the purchase price by the Company executing and delivering

its promissory note for the balance, with interest at the prime interest rate stated

by primary banking institution utilized by the Company, its successors and

assigns, at the time of the deceased Member's death. Interest will be payable

monthly, with the principal sum being due and payable in three equal annual

installments. The promissory note will be unsecured and will contain provisions

that the principal sum may be paid in whole or in part at any time, without

penalty.

8.5.5 At the closing, the deceased Member's estate or personal representative

must assign to the Company all of the deceased Member's Interest in the

Company free and clear of all liens, claims, and encumbrances, and, at the

request of the Company, the estate or personal representative must execute all

other instruments as may reasonably be necessary to vest in the Company all of

the deceased Member's right, title, and interest in the Company and its assets. If

either the Company or the deceased Member's estate or personal representative

fails or refuses to execute any instrument required by this Agreement, the other

party is hereby granted the irrevocable power of attorney which, it is agreed, is

coupled with an interest, to execute and deliver on behalf of the failing or refusing

party all instruments required to be executed and delivered by the failing or

refusing party.

8.5.6 On completion of the purchase of the deceased Member's Interest in the

Company, the Ownership Interests of the remaining Members will increase

proportionately to their then existing Ownership Interests.

SECTION 9

DISSOLUTION AND WINDING UP OF THE COMPANY

9.1 Dissolution. The Company will be dissolved on the happening of any of the

following events:

9.1.1 Sale, transfer, or other disposition of all or substantially all of the property of

the Company;

9.1.2 The agreement of all of the Members;

9.1.3 By operation of law; or

9.1.4 The death, incompetence, expulsion, or bankruptcy of a Member, or the

occurrence of any event that terminates the continued membership of a Member

in the Company, unless there are then remaining at least the minimum number of

Members required by law and all of the remaining Members, within 120 days

after the date of the event, elect to continue the business of the Company.

9.2 Winding Up. On the dissolution of the Company (if the Company is not continued),

the Members must take full account of the Company's assets and liabilities, and the

assets will be liquidated as promptly as is consistent with obtaining their fair value, and

the proceeds, to the extent sufficient to pay the Company's obligations with respect to

the liquidation, will be applied and distributed, after any gain or loss realized in

connection with the liquidation has been allocated in accordance with Section 3 of this

Agreement, and the Members' Capital Accounts have been adjusted to reflect the

allocation and all other transactions through the date of the distribution, in the following

order:

9.2.1 To payment and discharge of the expenses of liquidation and of all the

Company's debts and liabilities to persons or organizations other than Members;

9.2.2 To the payment and discharge of any Company debts and liabilities owed

to Members; and

9.2.3 To Members in the amount of their respective adjusted Capital Account

balances on the date of distribution; provided, however, that any then

outstanding Default Advances (with interest and costs of collection) first must be

repaid from distributions otherwise allocable to the Defaulting Member pursuant

to Section 9.2.3.

SECTION 10

GENERAL PROVISIONS

10.1 Amendments. Amendments to this Agreement may be proposed by any Member.

A proposed amendment will be adopted and become effective as an amendment only

on the written approval of all of the Members.

10.2 Governing Law. This Agreement and the rights and obligations of the parties

under it are governed by and interpreted in accordance with the laws of the State of

Florida (without regard to principles of conflicts of law).

10.3 Entire Agreement; Modification. This Agreement constitutes the entire

understanding and agreement between the Members with respect to the subject matter

of this Agreement. No agreements, understandings, restrictions, representations, or

warranties exist between or among the members other than those in this Agreement or

referred to or provided for in this Agreement. No modification or amendment of any

provision of this Agreement will be binding on any Member unless in writing and signed

by all the Members.

10.4 Attorney Fees. In the event of any suit or action to enforce or interpret any

provision of this Agreement (or that is based on this Agreement), the prevailing party is

entitled to recover, in addition to other costs, reasonable attorney fees in connection

with the suit, action, or arbitration, and in any appeals. The determination of who is the

prevailing party and the amount of reasonable attorney fees to be paid to the prevailing

party will be decided by the court or courts, including any appellate courts, in which the

matter is tried, heard, or decided.

10.5 Further Effect. The parties agree to execute other documents reasonably

necessary to further effect and evidence the terms of this Agreement, as long as the

terms and provisions of the other documents are fully consistent with the terms of this

Agreement.

10.6 Severability. If any term or provision of this Agreement is held to be void or

unenforceable, that term or provision will be severed from this Agreement, the balance

of the Agreement will survive, and the balance of this Agreement will be reasonably

construed to carry out the intent of the parties as evidenced by the terms of this

Agreement.

10.7 Captions. The captions used in this Agreement are for the convenience of the

parties only and will not be interpreted to enlarge, contract, or alter the terms and

provisions of this Agreement.

10.8 Notices. All notices required to be given by this Agreement will be in writing and

will be effective when actually delivered or, if mailed, when deposited as certified mail,

postage prepaid, directed to the addresses first shown above for each Member or to

such other address as a Member may specify by notice given in conformance with

these provisions to the other Members.

IN WITNESS WHEREOF, the parties to this Agreement execute this Operating

Agreement as of the date and year first above written.

MEMBERS:

Printed/Typed Name

Signature

Printed/Typed Name

Signature

Printed/Typed Name

Signature

Listing of Members - Schedule 1

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR _______________________ (COMPANY NAME), L.L.C.

LISTING OF MEMBERS

As of the ____ (Day) day of _______________, 20____ (Month, Year), the following is

a list of Members of the Company:

NAME

ADDRESS

Authorized by Member(s) to provide Member Listing as of this (Day) day of (Month,

Year).

Printed/Typed Name

Signature

Printed/Typed Name

Signature

Printed/Typed Name

Signature

Listing of Capital Contributions - Schedule 2

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR _____________________ (COMPANY NAME), L.L.C.

CAPITAL CONTRIBUTIONS

Pursuant to ARTICLE 2, the Members' initial contribution to the Company capital is

stated to be $100. The description and each individual portion of this initial contribution

is as follows:

NAME

CONTRIBUTION

% OWNERSHIP

___________________________

(Member)

$_____________

________%

___________________________

(Member)

$_____________

________%

___________________________

(Member)

$_____________

________%

SIGNED AND AGREED this ____ (Day) day of ______________, 20____ (Month,

Year).

Printed/Typed Name

Signature

Printed/Typed Name

Signature

Printed/Typed Name

Signature

Listing of Valuation of Members Interest - Schedule 3

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR ____________________ (COMPANY NAME), L.L.C.

VALUATION OF MEMBERS INTEREST

Pursuant to ARTICLE 8, the value of each Member's interest in the Company is

endorsed as follows:

NAME

VALUATION ENDORSEMENT

___________________________

$________________

___________________________

$________________

___________________________

$________________

SIGNED AND AGREED this _____ (Day) day of ____________, 20____ (Month, Year).

Printed/Typed Name

Signature

Printed/Typed Name

Signature

Printed/Typed Name

Signature

NOTARY SEAL OF ACKNOWLEDGMENT

A notary public or other officer completing this

certificate verifies only the identity of the

individual who signed the document to which

this certificate is attached, and not the

truthfulness, accuracy, or validity of that

document.

State of ________________

County of )

On before

me,

__________________________

(insert

name)

personally appeared _______________________________, who proved to me on the basis

of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within

instrument and acknowledged to me that he/she/they executed the same in his/her/their

authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),

or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of __________________

that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

(Seal)

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