contribute the additional capital not paid in by such refusing Member, and shall receive therefore an increase in the proportionate share of the ownership or interest in the entire Company in direct proportion to the said additional capital contributed.  Unless otherwise agreed, the right to make up additional capital contributions of a refusing Member shall be available in the same portion order as the right to share in distributions of the remaining Members.

VI. Meetings - Board of Members

     The annual meeting of the Members shall be held at the principal place of business of the Company on _______________ of ______ of each year, commencing in the year 19__.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.  Special meetings of the Members, for any purpose or purposes described in the meeting notice, may be called by any Member.  Unless waived, as herein provided and allowed, written or printed notice stating the place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each Member not less than ten or more than sixty days before the date of the meeting.  Members may participate in meetings by telephone.  Any action which may be taken at a meeting of Members may be taken without a meeting by written action signed by all Members.

VII. Distributions

     Each of the Members shall have an interest in the capital of the Company and share in distributions in proportion to their share ownership, as set forth in Paragraphs IV and V.  Prior to dissolution and at least annually as income has been received by the Company accounts determined and tax returns filed, the Board of shall determine funds available for distribution.

VIII. Board of Members and Appointment of Officers

     Control and management of the business of the Company is vested in the Board of Members.  Company decisions and actions shall be decided by a majority in interest of the Board of Members at meetings regularly called with notice to all Members.  A quorum for any such meeting shall require the presence in person or by telephone of a majority in interest of the Members.  The Board of members may delegate any of their functions to one or more of the directors and may appoint one or more officers to carry out any act on behalf of the Company, including, without limitation, the execution of documents on behalf of and binding the Company.  Any action which may be taken at a meeting of the Members may be taken without a meeting by a written action signed by all of the Members.

IX. Admission of New Members

     New Members who take their interest directly from the Company may be admitted by a majority in interest of the Members.  For purposes of determining a "majority in interest," a Member's interest will be his interest in profits and losses as set forth in Paragraphs IV and V, and a majority will mean fifty-one percent (51%) or more.

X. Board Duties and Restrictions

     The Board of Members are all the Members.  No Member, without the consent of the Board, shall endorse any note or act as an accommodation party, or otherwise become surety for any person in any transaction involving the Company.  No Member shall on behalf of the Company borrow or lend money, or make, deliver or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property for or of the Company.  No Member shall mortgage, grant a security interest in the assets or property of the Company, or do any act detrimental to the best interests of the Company, or which would make it impossible to carry on the ordinary purpose of the Company.  Each Member shall be reimbursed by the Company for all expenses incurred on behalf of the Company and shall be paid a fee for attendance at meetings of the Members.  The member fee for physical attendance at a meeting shall be ____________ dollars per day, and the fee for attendance by telephone shall be ___________ dollars per hour.

XI. Banking

     All funds of the Company shall be deposited in its name in such bank account or accounts as shall be designated by the Board of Members.  All withdrawals therefrom are to be made upon the authority of such person or persons as may be authorized by the Board of Members from time to time.

XII. Books

     The Company books shall be maintained at the offices of ______ COMPANY LLC, and each Member shall have access thereto.  The fiscal year of the Company shall be the calendar year, and the books shall be closed and balanced at the end of each fiscal year.  The Company will furnish annual financial statements to the Members, and prepare tax returns in a timely manner, furnishing copies to all Members at least twenty (20) days before they are filed by the Company.

XIII. Voluntary Termination

     The Company may be dissolved at any time by Resolution passed by a majority interest at a meeting of its Members, in which event the Members shall proceed with reasonable promptness to liquidate the Company.  The assets of the Company shall be distributed in the following order:

     A.   To pay or provide for the payment of all Company liabilities to creditors other than Members, and liquidating expenses and obligations;

     B.   To pay debts owing to Members other than for capital and profits;

     C.   To pay the remaining funds to the Members in proportion to their share ownership.

XIV. Death of Owner

     In the event of the death of a owner, then the deceased heir or heirs shall be entitled to succeed to the economic share and interest of the deceased owner.  The Company may, upon unanimous consent of

the remaining owners, as soon as practicable, provide a document by which the heir or heirs personally affirm and accept all the terms, conditions and provisions of this Operating Agreement binding themselves to the same in writing, and select a designated representative of the deceased owner as a Member.

XV. Continuation

     Upon the occurrence of a statutory event of termination, the remaining Members of the Company have the right to continue the Company by a majority vote unless a higher vote is required by the state statute or by the IRS classification regulations allowing avoidance of the corporate characteristic of continuity of interest.

XVI. Amendment

     This Operating Agreement is a written contract of the Members.  Amendments must be written and executed by all Members.  Meeting of the Members, or at any adjournment of the meeting, the Members will cause the election to be held at a special meeting of the Members as soon thereafter as it may be held conveniently.

XVII. Violation of this Agreement

     Any member who shall violate any of the terms, conditions, and provisions of this agreement shall keep and save harmless the Company property and shall also indemnify the other then Members from any and all claims, demands and actions of every kind and nature whatsoever which may arise out of or by reason of such violation of any of the terms and conditions of this agreement.

     IN WITNESS WHEREOF, the parties have hereunto set their hands effective the day and first above written.  This Operating Agreement may be executed in counterparts with each counterpart constituting one and the same instrument.

Signed:

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