Operating agreement for LLC

2.1 INITIAL CONTRIBUTIONS. The Members initially shall contribute to the

Company capital as described in Exhibit 3 attached to this Agreement. The agreed value

of such property and cash is $ [insert amount] ___________.

2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no

Member shall be obligated to make any additional contribution to the Company's capital.

ARTICLE 3

Profits, Losses and Distributions

3.1 PROFITS/LOSSES. For financial accounting and tax 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 Exhibit 2 as amended from time to time in accordance with Treasury Regulation

1.704-1.

3.2 DISTRIBUTIONS. The Members shall determine and distribute available funds

annually or at more frequent intervals as they see fit. Available funds, as referred to

herein, shall mean the net cash of the Company available after appropriate provision for

expenses and liabilities, as determined by the Managers. Distributions in liquidation of

the Company or in liquidation of a Member's interest shall be made in accordance with

the positive capital account balances pursuant to Treasury Regulation 1.704-

l(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance,

there shall be a qualified income offset, as set forth in Treasury Regulation 1.704-

l(b)(2)(ii)(d).

ARTICLE 4

Management

4.1 MANAGEMENT OF THE BUSINESS. The name and place of residence of each

Manager is attached as Exhibit 1 of this Agreement. By a vote of the Members holding a

majority of the capital interests in the Company, as set forth in Exhibit 2 as amended

from time to time, shall elect so many Managers as the Members determine, but no fewer

than one, with one Manager elected by the Members as Chief Executive Manager.

4.2 MEMBERS. The liability of the Members shall be limited as provided under the

laws of the Vermont Limited Liability statutes. Members that are not Managers shall take

no part whatever in the control, management, direction, or operation of the Company's

affairs and shall have no power to bind the Company. The Managers may from time to

time seek advice from the Members, but they need not accept such advice, and at all

times the Managers shall have the exclusive right to control and manage the Company.

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Operating agreement for LLC
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