THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT

("Agreement"), dated as of the ____ day of August, 1996, by and between the undersigned members (collectively, "Members").

In consideration of the covenants and mutual agreements hereinafter set forth, the parties hereto (hereinafter collectively referred to as the "Members") agree as follows:

1. FORMATION OF LIMITED LIABILITY COMPANY. The Members hereby form a limited liability company (hereinafter referred to as the "Company") pursuant to the provisions of the Georgia Limited Liability Company Act ("Act"). Articles of Organization have been filed with the Georgia Secretary of State in accordance with the Act.

2. GENERAL PROVISIONS.

a. Name. The name of the Company shall be XXXX, LLC. The Company may also conduct business under such trade name(s) as the Managers may determine.

THE LIMITED LIABILITY COMPANY INTERESTS IN XXXX, LLC HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"), IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION CONTAINED IN SECTIONS 3(a)(11), 3(b) OR 4(2) THEREOF OR REGULATION D PROMULGATED THEREUNDER, OR THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED (THE "GEORGIA ACT"), IN RELIANCE UPON THE EXEMPTION PROVIDED BY O.C.G.A. 10-5-9(13) THEREOF, OR OTHER STATE SECURITIES LAWS. SUCH INTERESTS MUST BE ACQUIRED BY THE MEMBERS FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, A DISTRIBUTION OF SUCH INTERESTS, AND SUCH INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED IN THE ABSENCE OF COMPLIANCE WITH THE TERMS OF THIS AGREEMENT AND (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE INTEREST UNDER THE FEDERAL ACT, THE GEORGIA ACT OR OTHER APPLICABLE STATE SECURITIES LAWS OR (ii) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH INTERESTS WILL BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED ONLY IN A TRANSACTION WHICH IS EXEMPT UNDER THE FEDERAL ACT, THE GEORGIA ACT OR OTHER APPLICABLE STATE SECURITIES LAWS, OR WHICH IS OTHERWISE IN COMPLIANCE WITH SUCH ACTS.

b. Purpose. The general purpose of the Company is to engage any lawful activities permitted under the Act.

c. Principal Office. The principal office and place of business of the Company shall be __________________________, or such place as the Managers may from time to time determine.

d. Term. The period of duration of the limited liability company shall be perpetual subject only to dissolution and termination of the Company in accordance with the provisions of Section 10 of this Agreement.

3. MEMBERS.

a. Membership Units. The interests in the Company of each Member, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members pursuant to this Agreement or the Act, shall initially be divided into units (the "Units"). The Members and their respective Units in the Company shall be as set forth on the Schedule of Members, Capital and Units attached hereto as Schedule A. The Managers may issue certificates of interest to the holders of the Units in such form as they may consider appropriate.

b. Authority of Members. No Member acting alone shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company.

c. Limitation on Liability. No Member shall have any personal liability for any debts or losses of the Company beyond his respective capital contributions, except as provided by law.

d. Actions by Managers with Respect to Sales of Units. The Managers shall, with respect to any sale of Units, (i) make a notation in the appropriate records of the Company with respect to such sale, and (ii) obtain a written representation from each purchaser of Units as to his or her investment intent.

4. ASSIGNMENT OF INTERESTS IN COMPANY. The Units, and any interest in the Units, may not be sold, conveyed, transferred, pledged or assigned, voluntarily or involuntarily (including by operation of law or otherwise), except in accordance with the provisions of this section. Any attempt to sell, convey, transfer, pledge or assign any interest in the Units in violation of this Agreement or any applicable state or federal law shall be void and of no effect.

a. Units are Restricted Securities. Units have not been registered under the Securities Act of 1933 as amended ("Securities Act") or under the securities laws of any state, and may not be offered, sold, pledged, hypothecated or otherwise transferred unless and until registered under the Securities Act or, in the opinion of counsel in form and substance satisfactory to the Company, such offer, sale, pledge, hypothecation or transfer is in compliance therewith.

b. Right of First Refusal on Sale of Units. Any Member desiring to sell all or less than all of his or her Units to a person or entity other than one of the other Members for any reason shall first notify the Company in writing of his or her intention to sell, stating the name and address of the proposed purchaser, the number of Units proposed to be sold, the consideration proposed to be received therefore, and the proposed terms of sale. The Company shall have the exclusive right and privilege to purchase the Units proposed to be sold for the consideration and upon the terms stated in such written notice at any time within 30 days of the later of (i) receipt of such written notice, or (ii) appointment of Managers to act on the Company's behalf. If the Company does not purchase the Units so offered, during the next succeeding 60-day period the Member desiring to sell Units may then sell such Units to the person and at the price and terms stated in the offer. If the Units are not so sold, they shall not be subsequently sold without first again offering them to the Company as hereinabove provided. This Section 4.b. shall not be construed as limiting in any way the authority and discretion of the Members either to give or withhold their consent to any proposed assignment of Units by a Member under Section 4.c., even though the Company shall not have exercised its right and privilege to purchase such Units.

c. Consent Required for Substitution of New Member. Subject to Sections 4.a. and 4.b., an assignee of any Units may become a Member only upon (i) execution and delivery by the assignee of a written acceptance and adoption of this Agreement, as the same may be amended, together with such other documents, if any, as the Managers may require; (ii) the payment to the Company by the Member selling his or her Units of all reasonable expenses incurred by the Company in connection with such assignment; and (iii) with the unanimous written consent of the Members, which consent may, in each case, be given or denied in the absolute discretion of each Member. Upon such execution and consent, when applicable, but not otherwise, the assignee shall, with respect to the Units assigned, be admitted to the Company and become a substituted Member therein. This Section 4 shall not apply to initial admission of Members pursuant to Section 3 of this Agreement or to transfers of Units between existing Members of the Company.

5. CAPITAL.

a. Capital Contributions of Members. In exchange for his or her Units in the Company, each Member agrees to contribute to the Company an initial capital contribution in the amount set forth opposite his or her name on Schedule A attached to this Agreement and incorporated herein by this reference.

b. No Right to Withdraw Capital. No interest shall accrue on any contribution to the capital of the Company, and no Member shall have the right to withdraw from the Company or be repaid any contribution of capital except as otherwise specifically provided herein.

c. Capital Accounts. A separate capital account shall be maintained for each Member. There shall be credited to each Member's capital account: 1) the amount of cash and the fair market value of any property contributed by the Member, and 2) the Member's share of the profits of the Company; and there shall be charged against each Member's capital account: 1) the amount of all distributions to the Member, and 2) the Member's share of losses of the Company. No Member shall be liable for any deficit or negative balance in his capital account.

6. DISTRIBUTIONS.

a. Distributions of Cash Flow. The "cash flow" of the Company may be distributed among the Members pro rata based on the number of all Units. Such distributions shall occur at least annually within ninety (90) days after the end of each calendar year and with such greater frequency as the Managers shall determine is consistent with the orderly administration of the business of the Company. No distribution shall be made to any Member if such distribution is prohibited by Section 14-11-407 of the Act. The "cash flow" of the Company shall be equal to the taxable income of the Company, increased by the amount allowable as depreciation on the Company's assets, the amount of any amortization deduction and the amount of any other items deductible for federal income tax purposes in excess of actual cash payments with respect thereto, and decreased by the amount of any repayment of the principal portion of any debt of the Company, all cash expenditures not deductible for federal income tax purposes or the amount thereof in excess of the amount deductible for federal income tax purposes, and the amount of all other expenses and all reserves set aside by the Managers as they shall determine are necessary or desirable to provide for actual or contingent liabilities, working capital requirements of the Company, and for other purposes necessary or incidental to the proper management function of the business of the Company.

b. No Liability for Distributions. Upon any such distribution made in good faith, the Managers shall incur no liability even though such distribution results in the Company retaining insufficient funds for the operation of its business, which insufficiency results in loss to the Company or necessitates requesting any additional capital contributions from the Members or the borrowing of funds by the Company.

7. PROFITS AND LOSSES. Except as otherwise provided in this Agreement, taxable income, gain, loss, deduction or credit shall be allocated among the Members in the same manner as distributions are made or, if no distributions are made during the period, pro rata based on the number of all Units. If any Units have been transferred or assigned during any taxable year, allocation of the interest represented thereby shall be prorated between the transferor and the transferee based upon the time the transferor and transferee held the Units during the year.

8. MANAGEMENT.

a. Appointment of Managers. _______________ and ________________ are appointed Managers of the Company, and shall serve until his or her resignation, removal or until his or her successor has been appointed and has undertaken his or her duties.

b. Authority of the Managers. Except as otherwise expressly provided herein, all decisions respecting any matter set forth in this Agreement or otherwise affecting or arising out of conduct of the business of the Company shall be made by the Managers. The Managers shall have the exclusive right and full authority to manage, conduct and operate the Company business and to make all decisions regarding the operation of the Company business and to perform any and all other acts or activities customary or incident to the management of the Company business. Specifically, but not by way of limitation, the Managers shall be authorized to: (i) employ such agents, employees, managers, accountants, attorneys, consultants and other persons necessary or appropriate to carry out the business and affairs of the Company and to pay as an expense of the Company such reasonable fees, expenses, salaries, wages and other compensation to such persons as the Managers shall determine; (ii) cause to be paid all amounts due and payable by the Company to any person or entity; (iii) pay, expend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise upon such terms as the Managers may determine and upon such evidence as it may deem sufficient any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Company; (iv) make any and all expenditures or investments of excess funds in obligations which the Managers, in their sole discretion, deem necessary or appropriate in connection with the management of the affairs of the company and the carrying out of its obligations and responsibilities under this Agreement; (v) lease Company property on such terms and conditions as the Managers shall determine to be in the interest of the Company; (vi) incur such indebtedness on behalf of the Company as the Managers deem necessary to carry out business and affairs of the Company; (vii) purchase insurance insuring the Managers and/or employees of the Company from personal liability for actions taken in good faith on behalf of the Company; (viii) execute on behalf of the Company all instruments and documents; (ix) hold and own any Company real and/or personal properties in the name of the Company; (x) enter into other agreements on behalf of the Company; and (xi) all other acts as may be necessary or appropriate to the conduct of the Company business. With respect to all of their obligations, powers and responsibilities under Agreement, the Managers are authorized to execute and deliver for and on behalf of the Company such deeds, leases, notes, contracts, agreements, assignments, bills of sale, security agreements, deeds to secure debt and other documents in such form such terms and conditions as they shall deem proper.

c. Liability of Managers. The Managers shall not be liable, responsible or accountable in damages or otherwise to the Company or any Member for, and the Company shall indemnify and save harmless the Managers from as set forth below, any loss or damage incurred by reason of breach of duty of care or other duty as Managers, provided that the Managers were not guilty of intentional misconduct or a knowing violation of the law or receipt of a personal benefit in violation or breach of any provision of this Agreement. The satisfaction of any indemnification and any saving harmless shall be from and limited to Company assets, no Managers or employee or representative of Managers having any personal liability on account thereof. The Managers, their agents and employees shall be entitled to rely on information, opinions, reports or statements, including without limitation financial statements or other financial data prepared or presented in accordance with O.C.G.A. 14-11-305.

d. Limitations on Authority of Managers. Notwithstanding any provision of the Agreement to the contrary, unless having first obtained the consent of Members representing a majority of the total Units in the Company, the Managers shall not authorize the substitution of a new Manager, or incur any indebtedness on behalf of the Company for which the Members (other than the Managers) would be personally liable. The Members agree that any other approval or dissenters' rights of the Members provided in the Act, including without limitation Sections 14-11-308 and 14-11-1002 of the Act, shall not apply unless specifically provided in this Agreement.

e. Removal of Managers. The Members may from time to time remove any Manager only for "cause" (as defined herein), and only upon the affirmative vote of Members holding a majority of the total Units in the Company. For purposes of this Agreement, the term "cause" is defined as: (i) fraud, defalcation, misappropriation, criminal activity, or (ii) the failure of any Manager to cure any material breach of this Agreement by such Manager within thirty (30) days of written notice from the other Members specifying the nature of such breach.

f. Action by Managers. The Managers shall act jointly on all matters, except that either Manager may separately authorize Company expenditures or indebtedness not to exceed $10,000.00 per transaction.

g. Appointment and Substitution of New Manager. Within ninety (90) days of any event resulting in the withdrawal of all Managers, the Members holding a majority of the total Units in the Company shall appoint a new Manager, and the person so elected shall become a substitute Manager upon the execution and delivery of a written acceptance and adoption of this Agreement, as the same may have been amended, together with such other documents, if any, as counsel for the Company may require. Failure of the Members to appoint a new Manager within the time period specified in this Section 8.g. shall result in the dissolution of the Company.

9. BOOKS, RECORDS AND MEETINGS.

a. Books and Records. The Managers shall keep, or cause to be kept, at the principal office of the Company, full and true books and records of account for the Company, which shall be available for reasonable inspection and examination by the Members or their duly authorized representatives during normal business hours upon prior written request to the Managers. The Managers shall not be required to deliver or mail copies of the articles of organization, or any amendment or cancellation thereof to the Members.

b. Accounting Period, Annual Financial Statements. The accounting period of the Company shall be the calendar year ending December 31. The Managers shall provide each Member with a financial statement of the Company within a reasonable time after the end of the calendar year.

c. Federal Income Taxes. The Managers shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Within a reasonable time after the close of each Company year, the Managers shall furnish a report to each Member of the net profits or losses of the Company to each Member, together with a statement indicating the Member's share in profits or losses for such year. In addition, each Member shall be provided with such additional information as may be reasonably required in preparing his or her own state and federal income tax returns.

d. Meetings. The Managers shall hold regular annual meetings at times and places to be selected by the Managers. In addition, the Members holding a total of twenty five percent (25%) of the Units in the Company may call a special meeting to be held at the principal place of business of the Company at any time after the giving of ten (10) business days prior notice to all of the Members. Any Member may waive notice of or attendance at any meeting of the Members, and may attend by proxy, telephone or any other electronic communication device or may execute a signed written consent. At such meeting, the Members shall transact such business as may properly be brought before the meeting. The Managers shall keep minutes of all meetings of the Members. The minutes shall be placed in the company records of the Company.

e. Action Without Meeting. Any action required by the Act or by this Agreement to be taken by the Members may be taken without a meeting if written consents setting forth the action so taken shall be signed by Members holding a majority of all Units entitled to vote and such consents shall have the same force and effect as a vote of the Members. Any such signed consents shall be placed in the minute book of the Company and forwarded to any Members who did not consent to the particular action in accordance with Section 14-11-309 of the Act.

10. DISSOLUTION AND TERMINATION.

a. Events of Dissolution. The Company is dissolved and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of all Members to dissolve; or (ii) ninety (90) days after any event of dissociation (as defined in Section 14-11-601(a) of the Act) with respect to any Member, unless within such ninety (90) day period the Company is continued by the written consent of all other Members.

b. No Right to Withdraw. No Member may withdraw from the Company by voluntary action without the prior written consent of all remaining Members, which consent may be given or denied in the absolute discretion of each Member.

c. Liquidation. The dissolution of the Company shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Company shall continue in existence to wind up and liquidate its business and distribute any remaining assets as provided herein. Notwithstanding the dissolution of the Company prior to the winding-up of the Company, the business of Company and the rights of the Members shall continue to be governed by this Agreement. Upon dissolution of the Company, the Managers, or (in the absence of Managers) a liquidator appointed with the consent of Members holding a majority of the total Units, shall liquidate the assets of the Company, apply and distribute the proceeds thereof as contemplated by this Agreement and file the certificate of termination. The liquidation of the assets of the Company and the discharge of the liabilities of the Company shall be completed within a reasonable time, as determined by the Managers.

d. Distributions in Liquidation. Upon the dissolution of the Company and incident to the winding-up of the Company's business and affairs, the Managers (or liquidator, as applicable) shall pay or make provision for the payment of all liabilities and obligations of the Company, actual or contingent, and all expenses of liquidation. Any amounts deemed necessary by the Managers (or liquidator) to provide a reserve for any unforeseen liabilities and obligations may, in the Managers' (or liquidator's) discretion, be deposited in a bank or trust company upon such terms and for such period of time as the Managers (or liquidator) may determine. Following the payment of, or provision for, the liabilities of the Company as aforesaid, the remaining assets of the Company shall be distributed to the Members proportionately in accordance with the remaining positive balances in their capital accounts. Such dissolution distributions may be in cash, in kind or evidences of indebtedness or in any other form of property, or in any combination thereof, as determined in the sole discretion of the Managers. Should evidences of indebtedness be included in any such distribution, however, the Managers may, in their sole discretion, hold such evidences of indebtedness in trust on behalf of the Members to collect the payments made thereon and to distribute same to the Members in the proper proportions when payments are collected, it being agreed that such an arrangement will facilitate payments to the Members on any such evidences of indebtedness.

e. No Recourse. Upon dissolution, each Member shall look solely to the assets of the Company for the return of his or her investment, and if the property remaining after payment or discharge of the debts and liabilities of the Company is insufficient to return the capital contributions of any Member, such Member shall have no recourse against any other Member or any Managers.

11. AMENDMENTS.

a. Amendments. Amendments to this Agreement may be proposed by any Member. A proposed amendment shall be adopted and be effective as an amendment hereto if it receives the affirmative vote of the holders of the majority of the total Units.

b. Restrictions on Amendments. Notwithstanding Section 11.a. hereof, this Agreement shall not be amended without the consent of each Member adversely affected if such amendment would (i) modify the limited liability of such Member; or (ii) alter the interest of such Member in the profits, losses, or distributions of the Company.

12. MISCELLANEOUS.

a. Notices. Any and all notices, elections, consent or demands permitted or required to be made under this Agreement shall be made in accordance with Section 14-11-311 of the Act.

b. Successors and Assigns. Subject to the restrictions on transfers set forth herein, this Agreement and each and every provision hereof shall be binding upon and shall inure to the benefit of the Members, their respective successors, successors in title, heirs and assigns, and each and every successor in interest to any Member, whether such successor acquires such an interest by way of gift, purchase, foreclosure or by any other method, shall hold such interest subject to all the terms and provisions of this Agreement.

c. Applicable Law. This Agreement and the rights of the parties hereunder shall be governed by the laws of the State of Georgia.

d. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall be deemed one original instrument notwithstanding that all parties are not signatory to the same counterpart.

e. Entire Agreement. This Agreement contains the entire agreement among the Members with respect to the subject matter hereof.

f. Captions and Pronouns. The captions in this Agreement and the particular pronouns used herein, whether masculine, feminine, or neuter, are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. Where the content demands, the singular shall include the plural and the plural shall mean the singular.

g. Investment Representation and Indemnity Agreement. Each of the Members (and its assignees and transferees) by execution of an agreement to be bound by the terms of this Agreement represents to each of the other Members, to the Managers and to the Company that it is acquiring the interest in the Company for the purpose of investment and not with a view to, or for resale in connection with, any distribution of said interest. Furthermore, each of the Members (and its assignees and transferees) agrees to indemnify the other Members, the Managers, the Company and any agent, affiliate or legal counsel of such parties, from any and all loss, damage, liability, claims and expenses incurred, suffered or sustained by any of them in any manner because of the falsity of any representation contained in this paragraph, including, without limitation, liability for violation of the securities laws of the United States or of any state which violation would not have occurred had such representation been true.

h. Other Ventures. Any of the Members may engage in or possess an interest in other business ventures of every nature and description, independently or with others, including, but not limited to, the ownership, financing, leasing, operation, management, syndication, brokerage, and development of real property; and neither the Company nor the Members shall have any right by virtue of this Agreement in and to such independent ventures or to the income or profits derived therefrom.

i. Income Tax Elections. All elections required or permitted to be made by the Company under the Code shall be made by the Managers as determined in their sole discretion.

j. Severability. If any provision of this Operating Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, this Agreement has been executed by each of the Members as of the day and year first above written.

MEMBERS:

_____________________ _____________________

Name and Address Capital Number of Units

_____________

_____________

_____________

_____________

_____________

_____________

These forms are made available for example purposes only. The forms must be tailored to the particular circumstances of each limited liability company. Consultation with competent corporate counsel is strongly recommended. Parties using these forms do so entirely at their own risk.

Please send any comments about this web site to wmo@mindspring.com, or contact Scott Withrow at 404-814-0200, fax 404-814-0009.

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Last updated by Scott Withrow on September 17, 1996