OPERATING AGREEMENT OF ___________________________

Operating Agreement of __________________________

A Utah Limited Liability Company This Operating Agreement of _________________ , LLC effective as of the ____ day of November, 2008, is executed and agreed to by and among those Persons listed on Exhibit A attached hereto as the Members of _____________________, LLC as follows:

ORGANIZATION Formation. ____________________, LLC (Company) has been organized as a Utah limited liability company pursuant to the Act. The rights and obligations of the Members shall be as set forth in the Act unless this Agreement expressly provides otherwise.

Name of Company. The name of the Company is ____________________, L.L.C., and all Company business shall be conducted in that name or such other name the Members may select from time to time and which is in compliance with applicable laws.

Registered Agent and Designated Office. The registered agent of the Company in the State of Utah shall be _______________________, with an address of _____________________________, or such other Person or Persons as the Managers may designate from time to time.

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MEMBERS

Original Members.

The original members of the Company shall be _________, LLC

and __________________________, LLC (Members).

Member Contributions and Interests.

The Members shall make the following

contributions and be granted the corresponding member interests:

Member

Contribution $76.00 $24.00

Member Interest 76% 24%

Voting.

The members of the Company shall be entitled to vote in accordance with

their respective Member Interest in the Company, as defined below. Notwithstanding the foregoing, an 80% majority of the Member Interests shall be required with respect to amending the articles of organization of the Company, amending the operating agreement of the Company, approval of all compensation to the Managers of the Company, distributions to the Members, encumbering the credit or assets of the Company with indebtedness, any act of bankruptcy on behalf of the Company, and any act of dissolution of the Company. 7 Meetings. Meetings of the members may be called by any Member giving notice of

the same to the other Members no fewer than three (3) days and no more than sixty (60) days prior to the date of the meeting. Notice may be delivered personally, in writing, or through the United States Postal System, return receipt requested.

MANAGEMENT

Managers. (Managers).

The Company shall be managed by two (2) managers. The original

managers of the company shall be ___________________ and __________________

Authority of Managers.

The Managers may act independently of one another and

shall have authority to pay obligations, make disbursements, obligate the Company to normal operating expenses, and carry out all other usual and customary management functions.

IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the date first set forth above.

__________________________ a Utah limited liability company

____________________________ a Utah limited liability company

________________________________ By: Its: Manager

________________________________ By: Its: Manager