OPERATING AGREEMENT

FOR
____________________________________________________
A MULTIPLE MEMBER-MANAGED LIMITED LIABILITY COMPANY

ARTICLE I
Company Formation
1.1. FORMATION. The members have formed a Limited Liability Company (the "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;
(b) Any event which causes the Company’s business to become unlawful;
(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 Section 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
Section 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 members.

1.7. THE MEMBERS. The name and residential address of each member are listed in Certification
of Member section of 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.

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 ARTICLE II
Capital Contributions
2.1. INITIAL CONTRIBUTIONS. The members will initially contribute capital to the Company,
as described in Exhibit 1 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 this
agreement below, 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 are responsible for the management of
the Company.

4.2. MEMBERS. The liability of the members will be limited according to state law. No member is
an agent of any other member of the Company, solely by reason of being a member.

4.3. POWERS OF MEMBERS. All members are authorized on the Company's behalf to make
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;
(c) the management of all or any part of the Company's 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

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 (g) the employment of persons, firms, or corporations for the operation and
management of the Company's business.
The members 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 Company 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 MEMBER. The members may elect a Chief Executive Member, as set
forth in Exhibit 2, as may be amended. The Chief Executive Member has primary responsibility
for managing the operations of the Company and for carrying out the decisions of the members.
If a Chief Executive Member is elected, then the powers listed in Section 4.3 shall be held by
the Chief Executive Member. If a Chief Executive Member is elected, then the other members
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 Chief Executive Member
may seek advice from the members, but need not follow such advice.

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 members may designate. Pursuant to the powers listed in Section 4.3,
the members 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 Chief Executive Member must supply information
regarding the company or its activities to any member upon request. Any member, or their
authorized representative, will have access to and may inspect and copy all books, records, and
materials in the Chief Executive Member’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 Chief Executive Member, the effect of which
may cause 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 Chief Executive Member 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, 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

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 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 members 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 Articles of Organization, this operating agreement, and all
amendments to either document;
(c) Copies of Company's federal, state and local income tax returns and reports for
the three (3) most recent years;
(d) Copies of the Company’s financial statements for the three (3) most recent years.

ARTICLE V
Compensation
5.1. MANAGEMENT FEE. Any member rendering services to the Company is entitled to
compensation proportionate with the value of those services.

5.2. REIMBURSEMENT. The Company must reimburse the members for all direct out-of-pocket
expenses incurred by them in managing the Company.

ARTICLE VI
Bookkeeping
6.1. BOOKS. The Chief Executive Member will maintain a complete and accurate accounting of
the Company's affairs at the Company's principal place of business. The members may select
the method of accounting and the company's accounting period will be the calendar year.

6.2. MEMBER'S ACCOUNTS. The members 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.

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6.3. REPORTS. The Chief Executive Member 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
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 ____________________________________________

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 EXHIBIT 1
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

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 EXHIBIT 2
LISTING OF CHIEF EXECUTIVE MEMBER

By a majority vote of the members the following Chief Executive Member was elected to operate the
Company pursuant to ARTICLE 4 of the Agreement:

__________________________________________
Signature of Chief Executive Member

___________________________
Printed Name

__________________________ Address
__________________________
__________________________

______________________________
Printed Name

___________________________

Title ______________________

__________________________ Address
__________________________
__________________________

The above listed Chief Executive Member 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

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