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OPERATING AGREEMENT

FOR

_______________________________________________

A LIMITED LIABILITY COMPANY

ARTICLE I

Company Formation

1.1. FORMATION. The Members have formed a Limited Liability Company ("Company")

according to the laws of the state in which the Company was formed. This operating agreement

is entered into and effective as of the date it is adopted by the members.

1.2. REGISTERED AGENT. The name and location of the Company’s registered agent will be

stated in the company’s formation documents.

1.3. TERM. The Company will continue perpetually unless, (a) Members whose capital interest as

defined in Article 2.2 exceeds 50 percent vote for dissolution; or (b) Any event which causes the

Company’s business to become unlawful; or (c) The death, resignation, expulsion, bankruptcy,

retirement of a Member or the occurrence of any other event that terminates the continued

membership of a Member of the Company; or (d) Any other event causing dissolution of the

Company under applicable state laws.

1.4. CONTINUANCE OF COMPANY. In the event of an occurrence described in ARTICLE

1.3(c), if there are at least two remaining Members, those Members have the right to continue

the business of the Company. This right can be exercised only by the unanimous vote of the

remaining Members within ninety (90) days after the occurrence of an event described in

ARTICLE 1.3(c). If not exercised, the right of the Members to continue the business of the

Company will expire.

1.5. BUSINESS PURPOSE. The Company will conduct any lawful business deemed appropriate in

carrying out the company’s objectives.

1.6. PRINCIPAL PLACE OF BUSINESS. The Company’s principal place of business will be

stated in the formation documents, or as selected by the Managers.

Operating Agreement – Page 1 of 9

1.7. THE MEMBERS. The name and residential address of each member are listed in Exhibit 2

attached to this Agreement.

1.8. ADMISSION OF ADDITIONAL MEMBERS. Additional members may only be admitted to

the Company through a Certificate of New Membership issuance by the company of new

interest in the Company or as otherwise provided in this agreement.

ARTICLE II

Capital Contributions

2.1. INITIAL CONTRIBUTIONS. The Members will initially contribute capital to the Company,

as described in Exhibit 3 attached to this Agreement. The agreed total value of such property

and cash is ____________________________.

2.2. ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member will be

obligated to make any additional contribution to the Company's capital.

ARTICLE III

Profits, Losses and Distributions

3.1. PROFITS/LOSSES. For financial accounting and tax purposes, the Company's net profits or

net losses will be determined on an annual basis. These profits and losses will be allocated to

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

Exhibit 2 as amended and in accordance with Treasury Regulation 1.704-1.

3.2. DISTRIBUTIONS. The Members will determine and distribute available funds annually or as

they see fit. “Available funds” refers to the net cash of the Company available after expenses

and liabilities are paid. Upon liquidation of the Company or liquidation of a Member's interest,

distributions will be made in accordance with the positive capital account balances or pursuant

to Treasury Regulation 1.704-l(b)(2)(ii)(b) (2). To the extent a Member has a negative capital

account balance, there will be a qualified income offset, as set forth in Treasury Regulation

1.704-l(b)(2)(ii)(d).

ARTICLE IV

Management

4.1. MANAGEMENT OF THE BUSINESS. The Members holding a majority of the capital

interests in the Company, as set forth in Exhibit 2 as amended, may vote to elect a Manager or

Managers. One manager will be elected by the Members as Chief Executive Manager. The

Manager(s) may be a Member or Non-Member. The name and residential address of each

Manager is attached as Exhibit 1 of this Agreement.

Operating Agreement – Page 2 of 9

4.2. MEMBERS. The liability of the Members will be limited according to state law. Members that

are not Managers will take no part in the control, management, direction, or operation of the

Company's affairs and will have no power to bind the Company in legal agreements. The

Managers may seek advice from the Members, but need not follow such advice. No Member is

an agent of any other Member of the Company, solely by reason of being a Member.

4.3. POWERS OF MANAGERS. The Managers are authorized on the Company's behalf to make

all decisions as to:

(a) the sale, development, lease or other disposition of the Company's assets;

(b) the purchase or other acquisition of other assets;

(d) the borrowing of money and the granting of security interests in the Company's

assets;

(e) the pre-payment, refinancing or extension of any loan affecting the Company's

assets;

(f) the compromise or release of any of the Company's claims or debts; and

(g) the employment of persons, firms or corporations for the operation and

management of the company's business.

The Managers are further authorized to execute and deliver:

(w) all contracts, conveyances, assignments leases, sub-leases, franchise agreements,

licensing agreements, management contracts and maintenance contracts covering

or affecting the Company's assets;

(x) all checks, drafts and other orders for the payment of the Company's funds;

(y) all promissory notes, loans, security agreements and other similar documents;

and

(z) all other instruments of any other kind relating to the Company's affairs.

4.4. CHIEF EXECUTIVE MANAGER. The Chief Executive Manager has primary responsibility

for managing the operations of the Company and for carrying out the decisions of the

Managers.

4.5. NOMINEE. Title to the Company's assets must be held in the Company's name or in the name

of any nominee that the Managers may designate. The Managers have power to enter into a

nominee agreement with any such person, and such agreement may contain provisions

indemnifying the nominee, except for his or her willful misconduct.

4.6. COMPANY INFORMATION. The Managers must supply information regarding the company

or its activities to any member upon his or her request. Any Member or their authorized

Operating Agreement – Page 3 of 9

representative will have access to and may inspect and copy all books, records and materials in

the Manager's possession regarding the Company or its activities. Access and inspection of

information will be at the requesting Member's expense.

4.7. EXCULPATION. Any act or omission of the Managers, the effect of which may cause or result

in loss or damage to the Company or the Members, if done in good faith to promote the best

interests of the Company, will not subject the Managers to any liability.

4.8. INDEMNIFICATION. The Company will indemnify any person who was or is a party

defendant or is threatened to be made a party defendant, in a 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 the person 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, for instant 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 the person acted in good faith and in a manner he or

she 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 or 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, does not in itself create a

presumption that the person did or did not act in good faith and in a manner which he or she

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 or her conduct was lawful.

4.9. RECORDS. The Managers must keep the following at the company’s principal place of

business or other location:

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

(b) A copy of the Company’s Certificate of Formation and Operating Agreement and

all amendments;

the three most recent years;

(d) Copies of the Company’s financial statements for the three most recent years.

ARTICLE V

Compensation

5.1. MANAGEMENT FEE. Any Manager rendering services to the Company is entitled to

compensation proportionate with the value of those services.

5.2. REIMBURSEMENT. The Company must reimburse the Managers or Members for all direct

out-of-pocket expenses incurred by them in managing the Company.

Operating Agreement – Page 4 of 9

ARTICLE VI

Bookkeeping

6.1. BOOKS. The Managers will maintain a complete and accurate accounting of the Company's

affairs at the Company's principal place of business. The managers may select the method of

accounting and the company's accounting period will be the calendar year.

6.2. MEMBER'S ACCOUNTS. The Managers must maintain separate capital and distribution

accounts for each member. Each member's capital account will be determined and maintained in

the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and will consist of his or her initial

capital contribution increased by:

(a) Any additional capital contribution made by the member;

(b) Credit balances transferred from the member’s distribution account to his or her

capital account;

and decreased by:

(x) Distributions to the member in reduction of Company capital;

(y) The Member's share of Company losses if charged to his or her capital account.

6.3. REPORTS. The Managers will close the books of account after the close of each calendar year

and will prepare and send to each member, a statement of such Member's distributive share of

income and expense for income tax reporting purposes.

ARTICLE VII

Transfers

7.1. ASSIGNMENT. If a Member proposes to sell, assign, or otherwise dispose of all or any part of

his or her interest in the Company, that Member must first make a written offer to sell his or her

interest to the other Members at a price determined by mutual agreement. If the other Members

decline or fail to elect such interest within thirty (30) days, and if the sale or assignment is made

and the Members fail to approve this sale or assignment unanimously then, pursuant to the

applicable law, the purchaser or assignee will have no right to participate in the management of

the business and affairs of the Company. The purchaser or assignee will only be entitled to

receive the share of the profits or other compensation by way of income and the return of

contributions to which that Member would otherwise be entitled.

ARTICLE VIII

Dissolution

8.1. DISSOLUTION. The Member(s) may dissolve the company at any time. The Member may

NOT dissolve the company for a loss of membership interests. Upon dissolution the company

Operating Agreement – Page 5 of 9

must pay its debts first before distributing cash, assets, and/or initial capital to the Member or

the Members interests. The dissolution may only be ordered by the Member(s), not by the

owner of the Members interests.

CERTIFICATION OF MEMBER

The undersigned hereby agree, acknowledge, and certify that the foregoing operating agreement is

adopted and approved by each member as of this _____ day of __________________, 20___.

Members:

Name____________________________ Percent ______% X____________________________

Address ____________________________________________

Name____________________________ Percent ______% X____________________________

Address ____________________________________________

Name____________________________ Percent ______% X____________________________

Address ____________________________________________

Name____________________________ Percent ______% X____________________________

Address ____________________________________________

Operating Agreement – Page 6 of 9

EXHIBIT 1

LISTING OF MANAGERS

By a majority vote of the Members the following Managers were elected to operate the Company

pursuant to ARTICLE 4 of the Agreement:

__________________________________________

Printed Name

___________________________

Chief Executive Manager

__________________________ Address

__________________________

______________________________

Printed Name

___________________________

Title ______________________

__________________________ Address

__________________________

The above listed Manager(s) will serve in their capacities until they are removed for any reason by a

majority vote of the Members as defined by ARTICLE 4 or upon their voluntary resignation.

Signed and Agreed this _______day of ________________________, 20______.

_____________________________ _____________________________

Signature of Member Signature of Member

_____________________________ _____________________________

Signature of Member Signature of Member

Operating Agreement – Page 7 of 9

EXHIBIT 2

LISTING OF MEMBERS

As of the ____ day of _______________, 20____ the following is a list of Members of the Company:

Name____________________________ Percent ______% X____________________________

Address ____________________________________________

Name____________________________ Percent ______% X____________________________

Address ____________________________________________

Name____________________________ Percent ______% X____________________________

Address ____________________________________________

Name____________________________ Percent ______% X____________________________

Address ____________________________________________

Operating Agreement – Page 8 of 9

EXHIBIT 3

CAPITAL CONTRIBUTIONS

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

$______________________. The description and each individual portion of this initial contribution is

as follows:

__________________________________________________________ $______________

SIGNED AND AGREED this _____ day of ________________, 20____.

____________________________________ ____________________________________

Signature of Member Signature of Member

____________________________________ ____________________________________

Signature of Member Signature of Member

Operating Agreement – Page 9 of 9

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