LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR _________________________

A Single Member-Managed Limited Liability Company

ARTICLE I Company Formation

1.1 FORMATION. The Member hereby does form a Limited Liability Company ("Company") subject to the provisions of the Limited Liability Company ct as currently in effect as of this date. rticles of !r"ani#ation shall be filed $ith the %ecretary of %tate. NAME. The name of the Company shall be' ____________________________________.

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1.( REGISTERED AGENT. The name and location of the re"istered a"ent of the Company shall be' ____________________________________ ______________________ ______________________ _______________________ 1.) TERM. The Company shall continue for a perpetual period unless* (a) The Member votes for dissolution+ or (b) ny event $hich ma,es it unla$ful for the business of the Company to be carried on by the Member+ or (c) ny other event causin" dissolution of this Limited Liability Company under the la$s of the %tate of ___________________. 1.- CONTINUANCE OF COMPANY. .ot$ithstandin" the provisions of /T0CL1 1.)* in the event of an occurrence described in /T0CL1 1.)(c)* if there is at least one remainin" Member* said remainin" Member shall have the ri"ht to continue the business of the Company. %uch ri"ht can be e2ercised by the $ritten vote of the remainin" Member $ithin ninety (34) days after the occurrence of an event described in /T0CL1 1.)(c). 0f not so e2ercised* the ri"ht of the Member to continue the business of the Company may e2pire if that member desires.

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1.6 BUSINESS PURPOSE. The purpose of the Company is to __________________________ ________________________________________________________________________ ________________________________________________________________________ 1.7 PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the Company shall be' _________________________ _________________________ _________________________ The principal place of business may be chan"ed to a location the Member may select. The Member may also choose to store company documents at any address the Member chooses. 1.8 1.3 MEMBER. The name and place of residence of the member are contained in 12hibit 1 attached to this "reement. ADMISSION OF ADDITIONAL MEMBERS. 12cept as other$ise e2pressly provided in the "reement* additional members may be admitted to the Company throu"h issuance by the company of a ne$ interest in the Company or a sale of current a percent of current Member9s interest.

ARTICLE II Capital Contribution

&.1 INITIAL CONTRIBUTIONS. The Member initially shall contribute to the Company capital as described in 12hibit & attached to this "reement. The total value of such property and cash is ____________________________. &.& ADDITIONAL CONTRIBUTIONS. 12cept as provided in /T0CL1 6.&* no Member shall be obli"ated to ma,e any additional contribution to the Company:s capital.

ARTICLE III Pro!it " Lo # an$ Di tribution

(.1 PROFITS%LOSSES. ;or financial accountin" and ta2 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 12hibit & as amended from time to time in accordance $ith Treasury /e"ulation 1.74)51.

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DISTRIBUTIONS. The Member shall determine and distribute available funds annually or at more fre<uent intervals as the Member sees fit. vailable funds* as referred to herein* shall mean the net cash of the Company available after appropriate provision for e2penses and liabilities* as determined by the Member. =istributions in li<uidation of the Company or in li<uidation of a Member:s interest shall be made in accordance $ith the positive capital account balances pursuant to Treasury /e"ulation 1.74)5l(b)(&)(ii)(b)(&). To the e2tent a Member shall have a ne"ative capital account balance* there shall be a <ualified income offset* as set forth in Treasury /e"ulation 1.74)5l(b) (&)(ii)(d). C CORPORATION ELECTION& The Member may elect to be treated as a C corporation at any time to ,eep the profits of the LLC at the company level and not be forced to distribute profits to the Member.

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ARTICLE I' Mana(#m#nt

).1 ).& MANAGEMENT OF T)E BUSINESS. The mana"ement of the business is invested in the Member. MEMBER. The liability of the Member shall be limited as provided pursuant to applicable la$. The Member is in control* mana"ement* direction* and operation of the Company:s affairs and shall have po$ers to bind the Company $ith any le"ally bindin" a"reement* includin" settin" up and operatin" a LLC company ban, account. PO*ERS OF T)E MEMBER. The Member is authori#ed on the Company:s behalf to ma,e all decisions in accordance $ith /T0CL1 ).& as to (a) the sale* development lease or other disposition of the Company:s assets+ (b) the purchase or other ac<uisition of other assets of all ,inds+ (c) the mana"ement of all or any part of the Company:s assets+ (d) the borro$in" of money and the "rantin" of security interests in the Company:s assets+ (e) the pre5payment* refinancin" or e2tension of any loan affectin" the Company:s assets+ (f ) the compromise or release of any of the Company:s claims or debts+ and* (") the employment of persons* firms or corporations for the operation and mana"ement of the company:s business. 0n the e2ercise of its mana"ement po$ers* the Member is authori#ed to e2ecute and deliver (a) all contracts* conveyances* assi"nments leases* sub5leases* franchise a"reements* licensin" a"reements* mana"ement contracts and maintenance contracts coverin" or affectin" the Company:s assets+ (b) all chec,s* drafts and other orders for the payment of the Company:s funds+ (c) all promissory notes* loans* security a"reements

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and other similar documents+ and* (d) all other instruments of any other ,ind relatin" to the Company:s affairs* $hether li,e or unli,e the fore"oin". ).7 NOMINEE. Title to the Company:s assets shall be held in the Company:s name or in the name of any nominee that the Member may desi"nate. The Member shall have po$er to enter into a nominee a"reement $ith any such person* and such a"reement may contain provisions indemnifyin" the nominee* e2cept for his $illful misconduct.

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COMPANY INFORMATION. >pon re<uest* the Chief 12ecutive Member shall supply to any member information re"ardin" the Company or its activities. 1ach Member or his authori#ed representative shall have access to and may inspect and copy all boo,s* records and materials in the Chief 12ecutive Member9s possession re"ardin" the Company or its activities.

).3 E+CULPATION. ny act or omission of the Member* the effect of $hich may cause or result in loss or dama"e to the Company or the Member if done in "ood faith to promote the best interests of the Company* shall not subject the Member to any liability to the Member. ).14 INDEMNIFICATION. The Company shall indemnify any person $ho $as or is a party defendant or is threatened to be made a party defendant* pendin" or completed action* suit or proceedin"* $hether civil* criminal* administrative* or investi"ative (other than an action by or in the ri"ht of the Company) by reason of the fact that he is or $as a Member of the Company* Mana"er* employee or a"ent of the Company* or is or $as servin" at the re<uest of the Company* for instant e2penses (includin" attorney:s fees)* jud"ments* fines* and amounts paid in settlement actually and reasonably incurred in connection $ith such action* suit or proceedin" if the Member acted in "ood faith and in a manner he?she reasonably believed to be in or not opposed to the best interest of the Company* and $ith respect to any criminal action proceedin"* has no reasonable cause to believe his?her conduct $as unla$ful. The termination of any action* suit* or proceedin" by jud"ment* order* settlement* conviction* or upon a plea of "no lo Contendere" or its e<uivalent* shall not in itself create a presumption that the person did or did not act in "ood faith and in a manner $hich he?she reasonably believed to be in the best interest of the Company* and* $ith respect to any criminal action or proceedin"* had reasonable cause to believe that his?her conduct $as la$ful. ).11 RECORDS. The Member shall cause the Company to ,eep at its principal place of business or other location the follo$in"'

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(a) copy of the Certificate of ;ormation and the Company !peratin" "reement and all amendments+ (b) Copies of the Company:s federal* state and local income ta2 returns and reports* if any* for the three most recent years+ (c) Copies of any financial statements of the limited liability company for the three most recent years.

ARTICLE ' Comp#n ation

-.1 M1M@1/ MANAGEMENT FEE. ny Member renderin" services to the Company shall be entitled to compensation commensurate $ith the value of such services. REIMBURSEMENT. The Company shall reimburse the Member for all direct out5of5poc,et e2penses incurred by the Member in mana"in" the Company.

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ARTICLE 'I Boo,,##pin(

6.1 BOO-S. The Member shall maintain complete and accurate boo,s of account of the Company:s affairs at the Company:s principal place of business or other a"reed location. %uch boo,s shall be ,ept on such method of accountin" as the Member shall select. The company:s accountin" period shall be the calendar year.

6.& MEMBER.S ACCOUNTS. The Member shall maintain separate capital and distribution accounts for each member. 1ach member:s capital account shall be determined and maintained in the manner set forth in Treasury /e"ulation 1.74)5l(b)(&)(iv) and shall consist of his initial capital contribution increased by' (a) ny additional capital contribution made by him?her+

(b) Credit balances transferred from his distribution account to his capital account+ and decreased by' (a) =istributions to him?her in reduction of Company capital+

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(b) The Member:s share of Company losses if char"ed to his?her capital account. 6.( REPORTS. The Member shall close the boo,s of account after the close of each calendar year* and shall prepare and send to each member a statement of such Member:s distributive share of income and e2pense for income ta2 reportin" purposes.

ARTICLE 'II Tran !#r

7.1 ASSIGNMENT. ccordin" to the appropriate Court* should the Member have a creditor $ith a jud"ment that $as issued an assi"nment of the membership interest* the creditor shall only obtain an assi"nment of the membership interest* not the actual transfer of Membership in the LLC. The ne$ assi"nee does not have any ri"hts of the Member or have the ability to be involved in mana"ement of the LLC or the ri"ht to dissolve the LLC. The ne$ assi"nee is only "ranted ri"hts of the distributions of the Member9s interests* if the Member decides to distribute at all* not the ri"hts of membership. The assi"nee must release the Member9s interests bac, to Member upon payment of the jud"ment in accordance $ith the appropriate Court.

ARTICLE 'III Di olution /&0 DISSOLUTION& The Member may dissolve the LLC at any time. The Member may .!T dissolve the LLC for a loss of membership interests. >pon dissolution the LLC must pay its debts first before distributin" cash* assets* and?or initial capital to the Member or the Members interests. The dissolution may only be ordered by the Member* not by the o$ner of the Members interests.

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CERTIFICATE OF FORMATION
This Company !peratin" "reement is entered into and shall become effective as of the 1ffective =ate by and amon" the Company and the person e2ecutin" this "reement as Member. 0t is the Member9s e2press intention to create a limited liability company in accordance $ith applicable la$* as currently $ritten or subse<uently amended or redrafted. The undersi"ned hereby a"ree* ac,no$led"e* and certify that the fore"oin" operatin" a"reement is adopted and approved by each member* the a"reement consistin" of 1111 pa"es* constitutes* to"ether $ith 12hibit 1* 12hibit & and 12hibit ( (if any)* the !peratin" "reement of ____________________________________________________* adopted by the member as of _______________________* _______ &4______. M#mb#r'

________________________________ %i"nature Aercent' _____B

Print#$ ________________________

Nam#

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E+)IBIT 0

LISTING OF MEMBERS

s of the _____ day of ______________________* &4_____ the follo$in" is a list of Members of the Company'

Nam#_________________________________

P#r2#nt ______B

ddress _______________________________________________

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E+)IBIT 3

CAPITAL CONTRIBUTIONS
Aursuant to /T0CL1 &* the Member9s initial contribution to the Company capital is stated to be C______________________. The description and each individual portion of this initial contribution are as follo$s'

__________________________________________________________ __________________________________________________________

C______________ C______________

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__________________________________________________________ __________________________________________________________ __________________________________________________________ __________________________________________________________ __________________________________________________________ __________________________________________________________ __________________________________________________________

C______________ C______________ C______________ C______________ C______________ C______________ C______________

%0D.1=

.= D/11= this _____ day of ________________* &4____.

____________________________________

Member

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