Cheeky SolLLC

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OPERATING AGREEMENT for CHEEKY SOLUTIONS, LLC

This Operating Agreement is entered into as of August 2, 2010 by ElvinGrundy, Luis Reyes and ____Cheeky Reyes (referred to individually asMember and collectively as Members).

The Members desire to form a limited liability company, known as CHEEKYSOLUTIONS LLC (the Company) under the Arizona Limited LiabilityCompany Act (the Act).

The Members enter into this Operating Agreement to form and provide forgovernance of the Company and the conduct of its business and to specify theirrelative rights and obligations.

Now, therefore, the Members agree as follows:

POWERS AND SCOPE OF BUSINESS OF THE COMPANY

1.1 Powers and Privileges . The Company shall possess and mayexercise all the powers and privileges granted by the Act or by any other law or

by this Agreement, together with any powers incidental thereto.

1.2 Permitted Businesses; Primary Purpose and Business .Subject to any limitations contained in the Articles of Organization, theCompany may carry on any lawful business, purpose or activity permitted underthe Act to be carried on by a limited liability company. Without limiting theforegoing, the initial purpose and business of the Company shall be to operateand manage a business consulting services focused on limiting default and non-

payment on accounts receivable for businesses and consumers. Specific businessactivities shall include the providing of training services for individuals and

business and providing support for such clients facing economic distress. (theBusiness) . The Company may conduct such other business as may be agreedupon in writing by the members of the Company.

1.3 Competing Activity; Business Opportunities . The membersand their respective officers, directors, shareholders, partners, members,managers, agents, employees and affiliates may engage or invest in,independently or with others, any investment or business activity of any type or

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description, including without limitation those that might be the same as orsimilar to the Company's business and that might be in direct or indirectcompetition with the Company or that might be considered an investment or

business opportunity or prospective economic advantage of the Company.Neither the Company nor any Member shall have any right in or to such otheractivities, opportunities or advantages, or to the income or proceeds derivedtherefrom. The members shall not be obligated to present any investment or

business opportunity or prospective economic advantage to the Company, evenif it could be taken by the Company and shall have the right to hold anyinvestment or business opportunity or prospective economic advantage for theirown account or to recommend such opportunity or advantage to persons otherthan the Company. The members hereby waive any and all rights and claimswhich they may otherwise have against the members and their officers,directors, shareholders, partners, members, managers, agents, employees, and

affiliates as a result of any of such opportunities, activities or advantages.

FILINGS, OFFICE AND AGENT FOR SERVICE

1.4 Filings . The members and the manager shall from time totime execute, acknowledge, verify, deliver, file and publish such documents andinstruments (or cause the same to be done by his designee) as necessary tocomply with the Act and other applicable law for the formation, operation,qualification or registration of a limited liability company in all jurisdictionswhere the Company may conduct business or hold property, including withoutlimitation: certificates of amendment or cancellation of the articles oforganization or restated articles of organization, limited liability companystatements of information, and certificates of correction of any of the foregoing.

1.5 Offices . The manager may establish one or more offices ofthe Company at such place or places as the manager may from time to timedetermine.

1.6 Agent for Service of Process . The Company shallcontinuously maintain an agent for service of process in the State of Arizona andin such other state or states as may be necessary. The agent for service of

process in Arizona shall be the person designated as such in the original articlesof organization or such other person as the manager may from time to timedesignate.

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CAPITAL AND FINANCE

1.7 Capital Contributions . In connection with formation of the

Company, the Member have made the following contributions to the capital ofthe Company:

Cheeky Reyes a 24.5% interest in the Property

Elvin Grundy a 24.5% interest in the Property

Luis Reyes a 51% interest in the Property

1.8 Capital Accounts . Throughout the full term of the Company,

a separate capital account shall be maintained for the Company in accordancewith Section 704(b) of the Internal Revenue Code and Regulations thereunder.

1.9 Limitation on Withdrawal . No Member shall have the rightto withdraw from the Company or to withdraw any contribution prior to thedissolution and winding up of the Company, or to demand any distribution inkind, except as specifically provided in this Agreement.

1.10 Third Party Financing . It is the intention of the members tofinance the activities to the maximum extent possible through their initial capital

contributions, third party financing, if any, and earnings in excess of amountsrequired to be distributed in order to enable members to pay taxes on their sharesof cumulative net profits in excess of net losses of the Company.

MEMBERSHIP INTERESTS

1.11 Membership interests . For purposes of this Agreement, themembership interests of the members shall be expressed as percentages, whichinitially shall be as follows:

Luis Reyes 51%Elvin Grundy 24.5%Cheeky Reyes 24.5%

1.12 Calculation of Majority or Other Proportion . For purposes ofdetermining whether a quorum exists or a majority-in-interest of the membershave voted or approved any matter, or determining the share of any Member in

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any distribution or tax item, except as expressly provided otherwise in thisAgreement, the membership interests provided for hereinabove in this Articleshall govern.

DISTRIBUTIONS

1.13 Distributions by the Company . Distributions shall be madeat such time or times and in such amount or amounts as the members determine.

1.14 Order and Priority of Distributions . Except for distributionsin connection with any dissolution and winding up of the affairs of theCompany, all distributions shall be made to and among the members,pro rata,

in proportion to and in accordance with their respective membership interests.

1.15 Tax Distributions . Notwithstanding anything contained inSection 5.1 to the contrary, the members shall make distributions of cash (to theextent cash is available) to and among the members,pro rata, in proportion toand in accordance with their respective membership interests, in the amount ofthe Company's taxable income for the current year (excluding income allocated

pursuant to the Special Allocations (as defined in Article 14)) multiplied by thehighest combined federal and state marginal rate of tax imposed on the ordinaryincome of an individual residing in the State of Arizona (taking into account the

deduction against federal taxable income for state taxes paid). To the extentpracticable and appropriate, this "tax distribution," if any, shall be payable inquarterly installments coinciding with the members' estimated federal and statetax payment obligations. All amounts payable under this Section 5.3 shall bedetermined by the Company's accountants, using their best estimates, or asotherwise agreed by the members. This Section 5.3 shall apply only for thosetaxable years in which, and then only to the extent by which, the Company'scumulative net taxable income for all years exceeds the Company's cumulativenet taxable losses for all years. Any distributions made pursuant to this Section5.3 shall be treated as advances against amounts due to the Members underSection 5.1.

1.16 Persons Entitled to Distributions . Distributions shall bemade only to members of record recognized pursuant to this Agreement on therecord date for the distribution (without regard to any transfer of a membershipinterest not so recognized, whether or not the Company or any Member orofficer has knowledge or notice of such transfer).

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1.17 Withholding from Distributions . The Company is authorizedto withhold from any amount otherwise distributable to a Member any and allamounts required to be withheld and/or remitted pursuant to any federal, state,local or foreign tax or other applicable laws. Any amounts so withheld and/orremitted shall be treated as having been distributed to the person with respect towhom withheld or remitted.

1.18 Legal Restriction on Distributions . No distribution shall bemade if, after giving effect to the distribution, as of the date of distribution thefair value of the Company's assets would be less than all liabilities, other thanliabilities to members on account of their membership interests and liabilities forwhich the recourse of creditors is limited to specified property of the Company(except that the fair value of property that is subject to a liability for which therecourse of creditors is limited shall be included in the assets of the Company

only to the extent that the fair value of that property exceeds that liability). TheCompany, the members may base a determination that a distribution is not

prohibited on any of the following: (i) financial statements prepared on thebasis of accounting practices and principles that are reasonable in thecircumstances; (ii) a fair valuation; or (iii) any other method that is reasonable inthe circumstances.

ALLOCATIONS OF PROFITS AND LOSSES

1.19 Allocation of net profits . Subject to the prior application ofthe Special Allocations (as defined in Article 14), net profits for any taxable year(or shorter period as may be required in order to comply with Internal RevenueCode Sections 706(c) and (d)) shall be allocated in proportion to membershipinterests.

1.20 Allocation of net losses . Subject to the prior application ofthe Special Allocations, net losses for any taxable year (or shorter period as may

be required in order to comply with Internal Revenue Code Sections 706(c) and(d)) shall be allocated in proportion to membership interests.

MANAGEMENT OF THE COMPANY

1.21 Management by or Under the Authority of the Manager .Subject only to the matters as to which the vote of the members is required by

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the Act or this Agreement, the business and affairs of the Company shall bemanaged exclusively by or under the authority of the manager. A Memberacting solely in the capacity of a Member shall not be an agent of the Company,nor can any Member bind or execute any instrument on behalf of the Company.Except in connection with voting on matters for which the approval of themembers is expressly required by the Act, a Member as such shall not

participate in the management of the business or affairs of the Company. Themanager of the Company shall be Luis Reyes.

1.22 Powers and Authority of Manager . In dealing with thirdparties, the manager shall have all necessary power and authority to act onbehalf of the Company conferred upon managers under the Act (provided,without limiting such power and authority, a manager shall not cause theCompany to take any action that requires the vote of members under the Act or

this Agreement without the requisite vote). Any person may rely on a certificateaddressed to that person and signed by a manager:

(a) as to who are the members or who is a Member hereunderor a manager or officer of the Company;

(b)as to the existence or non-existence of any fact whichconstitutes a condition precedent to acts by members, managers or officers or inany other manner germane to the affairs of the Company;

(c) as to who is authorized to execute, acknowledge, verify ordeliver any instrument or document of the Company;

(d)as to the authenticity of any copy of the articles oforganization, this Agreement, amendments thereto and any other documentrelating to the conduct of the affairs of the Company; or

(e) as to any act or failure to act by the Company or as to anyother matter whatsoever involving the Company, any member, manager orofficer in the capacity as a member, manager or officer of the Company.

1.23 Operating Budget . The manager shall prepare a budget togovern the fiscal affairs of the Company (as amended from time to time, the"Operating Budget"), which shall take effect upon approval thereof by a 75%majority interest of the members. The Operating Budget shall take such formand cover such matters as the members deem necessary or appropriate andwhich shall be amended from time to time as the manager proposes and themembers by 75% majority interest of the members approval may deem fit. Allmaintenance costs included in the operating budget shall require a minimum of

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two bids unless a unanimous vote of the members approves the OperatingBudget.

1.24 Member, Manager and Other Compensation . Except as mayotherwise be provided in the Operating Budget or otherwise agreed by 75%

majority interest of the members, no member, manager, officer or affiliate ofany of them shall receive from or out of any assets of the Company anycompensation for services. Furthermore, no member, manager, officer oraffiliate of a Member or officer shall be entitled to any other payment orreimbursement, whether for out-of-pocket expenditures, overhead,administrative expense or other item, except (i) in accordance with a theneffective Operating Budget (as defined below) or (ii) as expressly provided inthis Agreement;provided, however, the manager and the members shall beentitled to reimbursement by the Company of out-of-pocket expenditures to

third parties that the manager or Member in good faith determines arereasonably required to carry out the purposes, business and affairs of theCompany for the benefit of the Company and its members as a whole.

1.25 Members and Managers Not to Be Liable . A Member ormanager shall have no liability based upon any alleged failure to discharge the

person's obligations as a member, manager or officer if the Member or managerperforms such obligations in good faith and in a manner such Member ormanager believes to be in the best interests of the Company and its members. In

performing such obligations, a Member or manager shall be entitled to rely in

good faith on information, opinions, reports or statements, including financialstatements and other financial data, in each case prepared or presented by any ofthe following persons other than the Member or manager who so relies: (i) oneor more managers, officers or employees of the Company whom the Member ormanager in good faith believes to be reliable and competent in the matters

presented; and (ii) counsel, independent accountants or other persons as tomatters which the Member or manager in good faith believes to be within such

person's professional or expert competence. In addition, the Member ormanager may delegate such obligations under this agreement to managers,officers, employees or independent contractors whom the Member or managerin good faith believes to be reliable and competent to discharge such obligations,whose services and compensation shall be at the expense of the Company.

1.26 Devotion of Time . A Member or manager is notobligated todevote all or any particular portion of the time or business efforts of the Memberor manager to the affairs of the Company.

1.27 Major Decisions . No act shall be taken, no sum shall be

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expended, and no obligation shall be incurred by the Company, or by anyMember or manager on behalf of the Company, with respect to any matterwithin the ambit of any of the matters affecting the Company as enumerated

below ("Major Decisions"), without the prior written approval of every one ofthe members. Notwithstanding the foregoing, expenditures made, actions takenand obligations incurred pursuant to specific approval in an Operating Budget orother matters which have received a prior separate approval by the members inaccordance with this Agreement shall not be a Major Decision requiring anotherapproval under this Agreement; and provided further that the manager maymake any expenditure or incur any obligation in excess of the dollar limits setforth below (but in no event in excess of $2,000) in the event of any bona fideemergency or other situation requiring an immediate decision which cannot bedelayed until approval by the members has been secured. The manager shall

promptly notify each Member of the nature and amount of any such emergency

expenditure and shall promptly notify each Member of any changes,expenditures or obligations deviating from an Operating Budget. The MajorDecisions shall include the following matters, any modification, extension,renewal or amendment of such matters, and any agreement or obligation inconnection therewith (except to the extent that any such matter is specificallydetermined by another provision of this Agreement):

(a) The acquisition of any real property or any leasehold orother interest therein;

(b) Borrowing or lending of any sum of money by theCompany, the extension of credit or becoming a surety, guarantor, endorser oraccommodation maker, other than in the ordinary course of business or in anamount not in excess of $2,000;

(c) Sale, lease, or other conveyance or transfer, ormortgaging or the placing or suffering of any easement, right of way, securityinterest, deed of trust, option, or other encumbrance of any kind on substantiallyall the assets of the Company;

(d) The commencement, settlement, assignment, transfer,compromise, release or other action (including selection of counsel for theCompany) with respect to any claim of the Company or any legal, judicial,arbitral or administrative proceeding, other than in the ordinary course of

business or with respect to a matter not involving in excess of $2,000;

(e) Approval of any Operating Budget, or any changestherefrom involving in the aggregate $2,000 or more;

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(f) Making any expenditures or incurring any obligations byor of the Company involving in the aggregate a sum in excess of $2,000, exceptin accordance with an approved Operating Budget or in order to satisfyobligations previously incurred by the Company in accordance with thisAgreement;

(g)Any transaction between the Company and a member,manager, officer, or affiliate of a member, manager or officer except asexpressly provided in this Agreement;

(h) A decision to terminate the status of a Member as aprovider of services to the Company;

(i) Any transaction other than in the ordinary course ofbusiness of the Company and involving in excess of $2,000; or

(j) Any matter which under the terms of this Agreementrequires the approval, consent or vote of the members as such.

1.28 Unanimous Voting Rights . Notwithstanding any provisionthat might be construed to the contrary in this Agreement, the following mattersshall require the affirmative vote of all of the members:

(a) Amendment of the articles of organization;

(b)Amendment of this Agreement; and

(c) Negotiating and entering into an agreement involving asale, liquidation, dissolution, merger or change in control of the Company.

OFFICERS OF THE COMPANY

1.29 Appointment of Officers . The members may elect officers of

the Company. The officers of the Company may include a president, vice-president, secretary and chief financial officer. Any individual may hold anynumber of offices. No officer need be a resident of the State of Arizona or acitizen of the United States. If a Member is a corporation or other entity, suchcorporation's or other entitys members, managers or officers may serve asofficers of the Company. The officers shall exercise such powers and performsuch duties as specified in this Agreement and as shall be determined from timeto time by the members.

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1.30 Term, Resignation, Removal and Vacancies . Subject to anyrights of an officer under any contract of employment, each officer of theCompany shall serve at the pleasure of the members and may be removed at anytime by a 75% interest of the members with or without cause. Any officer mayresign at any time by giving written notice to the members. Any resignationshall take effect at the date of the receipt of that notice or at any later timespecified in that notice; and, unless otherwise specified in that notice, theacceptance of the resignation shall not be necessary to make it effective. Anyresignation is without prejudice to the rights, if any, of the Company under anycontract to which the officer is a party. A vacancy in any office because ofdeath, resignation, removal, disqualification or any other cause shall be filled inthe manner prescribed in this Agreement or under the Act for regularappointments to that office.

1.31 Salaries and Compensation . Subject to any requirements orlimitations contained in the Act or this Agreement, the salaries and othercompensation of all officers and agents of the Company shall be fixed by amajority-in-interest vote of the members.

MEMBERS

1.32 Admission of Members . A person shall be admitted as a

Member by issuance of a membership interest to such person by the Companyonly upon either (i) execution of this Agreement as a member, or (ii) thereafter,upon (1) the affirmative unanimous vote of the members (which vote may begranted or denied in the sole and absolute discretion of each member),(2) execution of this Agreement by such person, (3) the making of anycontribution or agreement to make a contribution required by or pursuant to thisAgreement or any agreement between the Company and such person, and(4) satisfaction of such other conditions and execution or performance of suchother covenants and agreements as may be required by the members. A person

shall be admitted as a Member upon transfer by a Member of a membershipinterest only as provided in Article 12.

1.33 Membership interests . The Company shall issue only oneclass of membership interests.

1.34 Voting and Meetings of Members . Except where a higherpercentage vote is required by this Agreement or the Act, any agreement,approval, consent, or vote required or permitted of the members under this

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Agreement or otherwise shall require the affirmative vote or written consent of amajority-in-interest of the members. All meetings of members shall be calledand conducted in accordance with the Act. No meetings of members arerequired by this Agreement to be held.

1.35 Action by Written Consent Without a Meeting . Any actionthat may be taken at a meeting of members may be taken without a meeting, if aconsent in writing setting forth the action so taken, is signed and delivered to theCompany by members having not less than the minimum number of votes thatwould be necessary to authorize or take that action at a meeting at which allmembers entitled to vote on that action at a meeting were present and voted.

LIMITED LIABILITY AND INDEMNIFICATIONOF MEMBERS, MANAGERS AND OFFICERS

1.36 Limited Liability . No person who is a member, manager orofficer of the Company or who holds any one or more of such capacities shall be

personally liable under any judgment of a court, or in any other manner, for anydebt, obligation, or liability of the Company, whether that liability or obligationarises in contract, tort, or otherwise, solely by reason of being a Member or

acting as a manager or officer of the Company or in any one or more of suchcapacities.

1.37 Indemnification of Members, Managers and Others . To thegreatest extent not inconsistent with the laws and public policies of Arizona, theCompany shall indemnify any member, manager or officer made a party to any

proceeding because such individual is or was a member, manager or officer, as amatter of right, against all liability determined in the specific case in accordancewith this Article that indemnification of such person is permissible in thecircumstances because the person has met the standard of conduct for

indemnification set forth in this Article. The Company shall also have thepower, but not the obligation, to indemnify any person who is or was anemployee or agent of the Company to the same extent as if such person was aMember or manager. For purposes of this Article:

(a) "Expenses" includes all direct and indirect costs(including without limitation counsel fees, retainers, court costs, transcripts, feesof experts, witness fees, travel expenses, duplicating costs, printing and binding

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costs, telephone charges, postage, delivery service fees and all otherdisbursements or out-of-pocket expenses) actually incurred in connection withthe investigation, defense, settlement or appeal of a proceeding or establishingor enforcing a right to indemnification under this section, applicable law orotherwise.

(b) "Liability" means the obligation to pay a judgment,settlement, penalty, fine, excise tax (including an excise tax assessed withrespect to an employee benefit plan), or reasonable expenses incurred withrespect to a proceeding.

(c) "Party" includes anyone who was, is or is threatened to bemade a named defendant or respondent in a proceeding.

(d) "Proceeding" means any threatened, pending or

completed action, suit or proceeding, whether, civil, criminal, administrative orinvestigative and whether formal or informal.

1.38 Undertakings for Indemnification . The Company shall payfor or reimburse the reasonable expenses incurred by a member, manager orofficer in connection with any such proceeding in advance of final dispositionthereof if (i) such person furnishes the Company a written affirmation of such

person's good faith belief that such person has met the standard of conduct forindemnification described in this Article, (ii) such person furnishes theCompany a written undertaking to repay the advance if it is ultimatelydetermined that such person did not meet such standard of conduct, and (iii) adetermination is made in accordance with this Article that based upon facts thenknown to those making the determination, indemnification would not be

precluded under this Article. The undertaking described above must be ageneral obligation of such person subject to such reasonable limitations as theCompany may permit, but need not be secured and may be accepted withoutreference to financial ability to make repayment.

1.39 Advancement of Expenses . Upon demand by a member,

manager or officer for indemnification or advancement of expenses, as the casemay be, the Company shall expeditiously determine whether the member,manager or officer is entitled thereto in accordance with this Article. Theindemnification and advancement of expenses provided for under this Articleshall be applicable to any proceeding arising from acts or omissions occurring

before or after the adoption of this Article.

1.40 Standards of Conduct for Indemnification . The Companyshall indemnify a member, manager or officer who is wholly successful, on the

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merits or otherwise, in the defense of any such proceeding, as a matter of right,against reasonable expenses incurred by such person in connection with the

proceeding without the requirement of a determination under this Article ofentitlement to such indemnification. In all other cases, indemnification is

permissible under this Article only if the person seeking indemnification:(i) acted in good faith; (ii) reasonably believed that such person's conduct was inor at least not opposed to Company's best interests; (iii) in the case of anycriminal proceeding, had no reasonable cause to believe such person's conductwas unlawful; and (iv) is not adjudged in any such proceeding to be liable fornegligence or misconduct in the performance of duty. The termination of a

proceeding by judgment, order, settlement, conviction or upon a plea ofnolocontendere or its equivalent is not, of itself, determinative that such person didnot meet the foregoing standards of conduct.

1.41 Procedures to Determine Indemnification . A determinationas to whether indemnification or advancement of expenses is permissible shall

be made by any one of the following procedures:

(a) By the members by vote of a 75% interest of the membersother than the manager, if the determination of entitlement to indemnification ismade with respect to a manager or officer of the Company as such;

(b) By vote of a majority-in-interest of the members otherthan the Member in question, if the determination of entitlement to

indemnification is made with respect to a Member of the Company as such;

(c) By special legal counsel selected by a majority-in-interestof the members, if a determination is not made pursuant to clause (a) or (b)above and clause (d) does not apply; or

(d)By determination of a court as provided herein.

1.42 Court Ordered Indemnification . A member, manager orofficer of the Company who is a party to a proceeding may apply forindemnification from the Company to the court, if any, conducting the

proceeding or to another court of competent jurisdiction. On receipt of anapplication, the court, after giving such notice as the court considers necessary,may order indemnification if it determines:

(a) In a proceeding in which the member, manager or officeris wholly successful, on the merits or otherwise, the member, manager or officeris entitled to indemnification under this section, in which case the court shallorder the Company to pay such person's reasonable expenses incurred to obtain

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such court ordered indemnification; or

(b)The person is fairly and reasonably entitled toindemnification in view of all the relevant circumstances, whether or not the

person met the standard of conduct for indemnification.

1.43 Insurance for Indemnification . The Company may purchaseand maintain insurance for its benefit, the benefit of any person who is entitledto indemnification under this Article, or both, against any liability assertedagainst or incurred by such person in any capacity or arising out of such person'sservice with the Company, whether or not the Company would have the powerto indemnify such person against such liability.

RECORDS AND REPORTS

1.44 Maintenance of Records . The Company shall maintain thefollowing records:

(a) The current membership list of the full name and lastknown residence address of each Member in the Company.

(b)A copy of the articles of organization and all amendmentsthereto, together with any powers of attorney pursuant to which the same wereexecuted.

(c) Copies of the Company's federal, state and local incometax or information returns and reports, if any, for at least the six most recenttaxable years.

(d)A copy of this Agreement, and any amendments thereto,together with any powers of attorney pursuant to which the same were executed.

(e) Copies of the financial statements of the Company, if any,

for at least the six most recent fiscal years.

(f) The books and records of the Company as they relate tothe internal affairs of the Company for at least the current and past six fiscalyears.

1.45 Income Tax Reporting . The Company shall send or cause tobe sent to each Member within 90 days after the end of each taxable year suchinformation as is necessary to complete federal and state income tax or

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information returns.

TRANSFER OF INTERESTS

1.46 When Transfer Permitted . A Member shall not make anytransfer of a membership interest unless it is a permitted transfer. A transfer thatis not a permitted transfer shall be a prohibited transfer. Any prohibited transfershall be null and void ab initio; provided, however, this sentence shall not beconstrued to prevent dissolution of the Company upon a prohibited transfer thatwould result in dissolution or would result in dissolution unless the membersvote to continue the business of the Company in accordance with the Articles ofOrganization and this Agreement. In order for a transfer to be a permitted

transfer, the transfer must be either:

(a) expressly approved in writing by all members,

(b) made incident to the death of a Member or

(c) a transfer after July 31, 2011 by any Member to anothermember. Such transfer shall not require approval by all members. Thetransferee shall be entitled to apro rata share of the equity in the property, basedon fair market value, equal to their interest in the Company.

1.47 Effects of Permitted Transfer .

(a) A transferee shall not be admitted as a Member unless anduntil the vote of the members required for such admission under this Agreementis obtained and all other conditions to such admission shall have been satisfied;

provided, if the transferee already is a member, the transferee's membershipinterest shall be increased by the interest acquired in a permitted transfer. Untilthe transferee is so admitted, the transferor continues to be a Member and tohave the power to exercise any rights and powers of a Member with respect to

the shares transferred, including the right to vote the interest transferred (which,in the case of a Member who has assigned his or her or its entire interest in thelimited liability company, shall include the right to vote in proportion to theinterest the transferring Member would have, had the transfer not been made).

(b)The transferor is not released from liability as a member,including any obligations under this Agreement solely as a result of the transfer.Any such release shall occur only upon the consent of all members granted intheir sole and absolute discretion in form and content satisfactory to all members

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in their sole and absolute discretion.

(c) Whether or not admitted as a Member or substituted forthe transferor in respect of any such obligations, in case of a permitted transfer,with respect to the interest transferred:

(1)The interest of the transferee shall be subject to allthe provisions of the articles of organization and this Agreement,notwithstanding that under the Act the transferee may not have liability forobligations of the transferor as a member.

(2) The transferee shall have the right to receivedistributions from the Company after the effective date of the transfer. Theeffective date of transfer shall be the date the members shall determine that allconditions for the transfer to be a permitted transfer have been satisfied and a

reasonable period, not to exceed 30 days, has transpired within which themembers may enter the transferee as a Member of record in the books andrecords of the Company.

(3) Each item of income, gain, loss, deduction, orcredit of the Company for the taxable year during which the transfer occurs shall

be allocated between the transferor and the transferee in accordance with suchmethod as the members may select from time to time in compliance with the

provisions of Internal Revenue Code Section 706. Allocations of such items tothe transferee for such taxable year and subsequent periods shall be made asthough the transferee were the transferring Member with respect to the interesttransferred; provided, however, in determining whether there is any prohibitedcapital account deficit with respect to the transferee, the transferee shall not beconsidered to be obligated to restore any amount on liquidation of the Companyfor purposes of Regulations Sections 1.704-1(b)(2)(ii)(d)(2) except to the extentthe transferee assumes such an obligation of the transferor to the Company in amanner that the members shall determine satisfies such section of theRegulations.

(d) The members may, in the sole and absolute discretion ofthe members and under such conditions as the members may determine, causethe Company to make an election as provided in Internal Revenue Code Section754 (if such an election is not already in effect for the Company), and cause theCompany to make the adjustments to the basis of Company property (withregard to the transferee Member only) as provided in Internal Revenue CodeSection 743.

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TERM, DISSOLUTION AND WINDING UP

1.48 Term . The term of the Company shall continue until

dissolved as specified below.

1.49 Dissolution . The Company shall be dissolved, its assets shallbe disposed of and its affairs wound up, on the first to occur of the following:

(a) The occurrence of the death, disability, or withdrawal ofall members;

(b) A unanimous determination by the members to dissolve;

(c) Sale of all or substantially all of the assets of theCompany; or

(d)Judicial dissolution in accordance with the Act.

1.50 Certificate of Cancellation . Upon dissolution and thecompletion of winding up of the Company, the members shall execute and filewith the Arizona Secretary of State a certificate of cancellation as required bythe Act.

1.51 Winding Up . Upon dissolution, the Company shall continuesolely for the purpose of winding up its affairs in accordance with the Act. Themanager or a liquidating trustee entitled to do so under the Act shall so wind upthe affairs of the Company, and no member, manager or officer shall take anyaction that is inconsistent therewith. To the extent not inconsistent with theforegoing, all covenants and obligations in this Agreement shall continue in fullforce and effect until such time as the assets have been distributed and theCompany has terminated.

1.52 Payment of Liabilities and Distributions Upon Dissolution .

After determining that all the known debts and liabilities of the Company in theprocess of winding up, including, without limitation, debts and liabilities tomembers who are creditors of the Company, have been paid or adequately

provided for as required by the Act, the remaining assets shall be distributed inaccordance with the positive capital account balances of members as required byRegulations Section 1.704-1(b)(2)(ii)(d)(1).

1.53 Limitations on Payments Made in Dissolution . Except asotherwise specifically provided in this Agreement, each Member shall only be

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entitled to look to the assets of the Company for the return of such member'spositive capital account balance.

DEFINITIONS

1.54 Definitions in the Act . Except as otherwise provided in thisAgreement to the extent permitted by the Act, and unless the context clearlyindicates otherwise, terms defined in the Act shall have the same meaningswhen used in this Agreement, i.e., the terms "articles" or "articles oforganization," "bankruptcy," "contribution" (provided, however, for purposes ofdetermining contributions, no contribution may be made in the form of servicesrendered or to be rendered except as expressly provided in this Agreement),

"distribution," "economic interest," "membership interest," "mail," "manager,""member," "operating agreement" (provided, only written provisions shall beconsidered to be included in this Agreement), "person," "proxy," "state," "time anotice is given or sent" (and similar terminology), "vote," "voting power,""withdrawal," and "written" or "writing" (provided, these last two terms shallinclude transmissions by electronic mail as well as by facsimile or telegraph).

1.55 Terms Defined by Agreement . For purposes of thisAgreement, unless the context clearly indicates otherwise, the term --

"affiliate" of a person shall include, but not be limited to,any individual, partnership, corporation, limited liability company, trust, or otherentity or association, directly or indirectly, through one or more intermediaries,controlling, controlled by, or under common control with such person."Control," as used in the immediately preceding sentence, means, with respect toa corporation, the right to exercise, directly or indirectly, more than 50 percentof the voting rights of such corporation, and, with respect to any individual,

partnership, limited liability company, trust, other entity or association, thepossession, directly or indirectly, of the power to direct or cause the direction ofthe management or policies of the such person;

"capital account," shall mean a capital account maintainedthroughout the term of the Company in accordance with Section 704(b) of theInternal Revenue Code and Regulations thereunder;

"Internal Revenue Code" shall mean the Internal RevenueCode of 1986, as amended from time to time;

"net profits" and "net losses" shall mean, for each taxable-18-


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year or other period, an amount equal to the Company's taxable income or lossfor such year or period, determined in accordance with Internal Revenue CodeSection 703(a), including in the calculation thereof (i) all items of income, gain,loss, or deduction required to be stated separately pursuant to Internal RevenueCode Section 703(a)(1), (ii) any income of the Company that is exempt fromfederal income tax, and (iii) any nondeductible expenditures of the Company not

properly chargeable to capital account described in Internal Revenue CodeSection 705(a)(2)(B) or treated as Internal Revenue Code Section 705(a)(2)(B)expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i); provided,however:

(1) in the event that for purposes of calculating capitalaccounts an asset of the Company is properly reflected on the books of theCompany at a book value other than the adjusted tax basis of the asset under the

Internal Revenue Code, then (a) the amount of any adjustment to such a bookvalue shall be taken into account as gain or loss from the disposition of suchasset, and (b) after such adjustment, depreciation with respect to such asset andany gain or loss resulting from disposition of such asset shall be computed byreference to the book value of the asset as so carried;

(2)any items that are specially allocated pursuant tothis Agreement other than by allocation as part of net profits or net losses assuch shall not be taken into account in computing net profits and net losses; and

(3) to the extent an adjustment to the adjusted tax basisof any Company asset pursuant to Internal Revenue Code Section 732(d), 734(b)or 743(b) is required to be taken into account in determining capital accounts

pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), the amount of suchadjustment to the capital accounts shall be treated as an item of gain (if theadjustment increases the basis of the asset) or loss (if the adjustment decreasessuch basis);

"Regulations" shall mean the regulations currently in force asfinal or temporary that have been issued by the U.S. Department of Treasury

pursuant to its authority under the Internal Revenue Code, and shall includeproposed regulations so issued except as the members may otherwise determine;

"Special Allocations" shall mean allocations items ofincome, gain, loss, deduction or credit that are specially allocated pursuant tothis Agreement other than by allocation as part of net profits or net losses assuch, and shall include the following Special Allocations which shall be made inthe order they appear below.

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(1) Decrease in Company Minimum Gain.Notwithstanding any other provisions of the articles of organization orthis Agreement, if there is a net decrease in Company minimum gain for aCompany taxable year, then, if and to the extent required by theRegulations, each Member shall be allocated items of income and gain forsuch year (and, if necessary, subsequent years) in proportion to, and to theextent of, an amount equal to the greater of (a) the portion of suchmember's share of the net decrease in the Company minimum gain duringsuch year that is allocable to the disposition of Company property subjectto one or more Company nonrecourse liabilities, and (b) the deficit

balance in such member's capital account at the end of such year ascalculated for this purpose in accordance with the Regulations.

(2) Decrease in Member Nonrecourse Debt

Minimum Gain. Notwithstanding any other provision of this Agreement,if there is a net decrease during a Company taxable year in a member'sshare of Member nonrecourse debt minimum gain, then, if and to theextent required by the Regulations, any Member with a share of theMember nonrecourse debt minimum gain at the beginning of the yearshall be allocated items of Company income and gain for such year (and,if necessary, subsequent years) in proportion to, and to the extent of, anamount equal to the greater of (a) the portion of such member's share ofthe net decrease in the Member nonrecourse debt minimum gain that isallocable to the disposition of Company property subject to such

member's nonrecourse debt, and (b) the deficit balance in such member'scapital account at the end of such year as calculated for this purpose inaccordance with the Regulations. The items of Company income andgain allocated with respect to a decrease in Member nonrecourse debtminimum gain shall not include any items of income or gain allocatedwith respect to a decrease in Company minimum gain.

(3) Limitation on Loss Allocations and QualifiedIncome Offset. Any allocation of net loss or item of deduction, loss orexpense (including any nondeductible expenditure not properlychargeable to capital account or item treated as such under theRegulations) that would create or increase a prohibited capital accountdeficit shall instead be made to other members in proportion to theirshares to the extent permitted hereunder, and items of income and gainshall be allocated to eliminate any prohibited capital account deficit asrequired by Regulations Section 1.704-1(b)(2)(ii)(d). Subsequentallocations of net profits, net losses or items thereof shall, to the extent

possible and permissible hereunder, be made so that allocations for all

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periods are the same in amount and character as if allocations required bythe preceding sentence had not been made. For purposes hereof,"prohibited capital account deficit" means any deficit in a capital accountas of the end of the taxable year, after adjusting the capital account by(a) a credit for any amounts which under the Regulations the Member isobligated or deemed to be obligated to restore on liquidation of theCompany for purposes of Regulations Sections 1.704-1(b)(ii)(d)(2), and(b) a debit to the extent of the items described in RegulationsSections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).

(4) Allocation of Nonrecourse Deductions.Nonrecourse deductions shall be allocated in proportion to membershipinterests. Membership interests represent the interests in profits of the

Company for purposes of allocating excess nonrecourse liabilities underRegulations Section 1.752-3(a)(3).

(5) Allocation of Member Nonrecourse Deductions.Member nonrecourse deductions shall be allocated to the member, if any,that bears the economic risk of loss for the Member nonrecourse debt towhich the Member nonrecourse deductions are attributable. If more thanone Member bears the economic risk of loss for a Member nonrecoursedebt, the Member nonrecourse deductions attributable to such Membernonrecourse debt shall be allocated among such members in accordance

with the ratios in which such members share the economic risk of loss forsuch nonrecourse debt.

(6) Allocation of Income, Gains and Losses Relatedto Contributed or Revalued Property. In accordance with InternalRevenue Code Section 704(c) and the Regulations thereunder, income,gain, loss and deduction with respect to any property contributed to thecapital of the Company shall, solely for tax purposes, be allocated amongthe members so as to take account of any variation between the adjusted

basis of such property to the Company for federal income tax purposes

and its book value. In the event the book value of any Company asset isadjusted, subsequent allocations of income, gain, loss, and deduction withrespect to such asset shall take account of any variation between theadjusted basis of such asset for federal income tax purposes and its bookvalue in the same manner as under Internal Revenue Code Section 704(c)and the Regulations thereunder.

(7) Allocation of Gain and Losses Related to

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Adjustments in Tax Basis. Any adjustment to the adjusted tax basis ofany Company asset pursuant to Internal Revenue Code Section732(d), 734(b) or 743(b) that is required, pursuant to Regulations Section1.704-1(b)(2)(iv)(m), to be taken into account in determining capitalaccounts, and thus treated as an item of gain (if the adjustment increasesthe basis of the asset) or loss (if the adjustment decreases such basis) shall

be specially allocated to the members in a manner consistent with themanner in which their capital accounts are required to be adjusted

pursuant to such section of the Regulations.

(8) Recoupment of Prior Allocations of Net Profitsor Net Losses. Net profits and net losses shall be allocated so as to recoup

prior allocations of net losses and net profits, respectively, in order that tothe maximum extent possible cumulative net profits and net losses over

the life of the Company shall have been allocated in proportion tomembership interests;

(9) Revaluation of Company Assets. The membersmay adjust the book values of all Company assets to equal their respectivegross fair market values, as reasonably determined by the members, as ofthe following times: (a) the acquisition of an additional interest by anynew or existing Member in exchange for more than a de minimis capitalcontribution; (b) the distribution by the Company to a Member of morethan a de minimis amount of property as consideration for an interest; (c)

the grant of a more than de minimus interest in the Company asconsideration for the provision of services to or for the benefit of theCompany; and (d) the liquidation of the Company within the meaning ofSection 1.704-1(b)(2)(ii)(g) of the Regulations. Upon such revaluation ofCompany assets, the capital accounts of the members shall be adjusted forallocations to them of depreciation, amortization and net profits and netlosses, as computed for book purposes, with respect to such assets, as

provided in Section 1.704-1(b)(iv)(g) of the Regulations; and

"transfer" shall mean to sell, exchange, transfer, assign,

hypothecate, pledge, alienate, grant a proxy with respect to, distribute, orotherwise dispose of (whether voluntarily, involuntarily, by merger or otherwise

by operation of law) all or any portion of a membership interest in the Companyto any person in any manner or mode, direct or indirect, absolute or conditional,voluntary or involuntary (including any direct or indirect transfer of interests inan entity which is a Member or directly or indirectly holds interests in a Memberthrough one or more other entities). "Transfer" shall include an offer or attemptto make a transfer, and a person shall be deemed to have made a transfer of all

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such person's interest in the Company if such person files a petition seekingjudicial dissolution of the Company.

1.56 Certain Definitions in Tax Regulations . Unless the contextclearly indicates otherwise, for purposes of calculating capital accounts and

calculating and allocating net profits and net losses and items thereof, thefollowing terms shall have the meanings ascribed thereto by the Regulationsunder Internal Revenue Code Sections 704 and 752 (except that the use in suchRegulations of the terms "partnership" and "partner" shall correspond for

purposes of this Agreement to the terms "Company" and "member"): "bookvalue," "Company minimum gain" (and a member's share thereof or of anydecrease therein), "Company nonrecourse debt or liability," "Companynonrecourse deduction," "depreciation," "excess nonrecourse liabilities,""liquidation," "Member nonrecourse deduction," "Member nonrecourse debt or

liability," "Member nonrecourse debt or liability minimum gain" (and amember's share of such minimum gain or any decrease therein), "minimumgain" (and a member's share of such minimum gain or any decrease therein), and"nonrecourse deductions."

MISCELLANEOUS PROVISIONS

1.57 Complete Agreement; Amendment . The Agreement

constitutes the complete and exclusive statement of agreement among themembers and supersedes all prior agreements by and among the members or anyof them regarding the subject matter hereof. This Agreement may be amendedonly by written agreement of all members.

1.58 Binding Effect . The Agreement shall bind the transferees ofthe members and to the extent permitted hereunder shall inure to the benefit ofsuch transferees.

1.59 Governing Law . The Agreement and rights and obligations

thereunder shall be governed by and interpreted in accordance with the internallaws of the State of Arizona.

1.60 No Third Party Beneficiary . The Agreement is made solelyand specifically among and for the benefit of the members and, to the extent

permitted hereunder, their transferees. No creditor or other person shall haveany rights, interest, or claims hereunder or be entitled to any benefits under or onaccount of the Agreement, as a third party beneficiary or otherwise.

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1.61 Captions . Captions contained in the Agreement are insertedonly as a matter of convenience and in no way define, limit or extend the scopeor intent of the Agreement or any provision thereof.

1.62 Terminology . Unless the context otherwise requires,

(i) references to numbered or lettered articles, sections and subsections relate toarticles, sections and subsections of this Agreement unless otherwise expresslystated; (ii) the terms "herein," "hereunder" and other similar compounds of theword "here" refer to the entire Agreement and not to any particular provision orsection of the Agreement; and (iii) each gender and number includes each othergender and number.

1.63 Severability . If any provision of the Agreement is held to beillegal, invalid, or unenforceable under the present or future laws effectiveduring the term of the Agreement, such provision will be fully severable; theAgreement will be construed and enforced as if such illegal, invalid, orunenforceable provision had never comprised a part of the Agreement; and theremaining provisions of the Agreement will remain in full force and effect andwill not be affected by the illegal, invalid, or unenforceable provision or by itsseverance from the Agreement. Furthermore, in lieu of such illegal, invalid, orunenforceable provision, there will be added automatically as a part of theAgreement a provision as similar in terms to such illegal, invalid orunenforceable provision as may be possible and be legal, valid and enforceable.

1.64 Additional Documents and Acts . Each Member agrees toexecute and deliver such additional documents and instruments and to performsuch additional acts as may be necessary or appropriate to effectuate, carry outand perform all of the terms, provisions, and conditions of the Agreement andthe transactions contemplated hereby.

1.65 Notices . Any notice to be given or to be served upon theCompany or any Member in connection with the affairs of the Company or thisAgreement shall be in writing and may be given at the addresses reflected on thelist of names and addresses of members maintained by the Company.

1.66 Authority to Contract . Each Member represents andwarrants to the other members that (a) the Member has the capacity, power, andauthority to enter into this Agreement, (b) this Agreement is the valid, bindingand enforceable obligation of the member, and (c) the execution, delivery and

performance by the Member of its obligations set forth in this Agreement andthe consummation of the transactions contemplated hereby do not and will not(i) in the case of any Member that is not a natural person, violate any provision

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of the charter or other organizational documents of said member, (ii) except forconsents that have been obtained and are in full force and effect, conflict with,result in a breach of, or constitute (or, with the giving of notice or lapse of timeor both, would constitute) a default under, or require the approval or consent ofany person pursuant to, any material contractual obligation of the member, or(iii) violate any applicable law binding on the member.

1.67 Counterparts . The Agreement may be executed in anynumber of counterparts, each of which will be deemed an original but all ofwhich will constitute one and the same instrument. However, in making proofhereof it will be necessary to produce only one copy hereof signed by the partyto be charged.

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IN WITNESS WHEREOF, all members of the Companyhave executed this Agreement as of the date first above written.

By: _____________________________________________________

By: _____________________________________________________

By: ___________________________________

__________________