Operating Agreement

article 17

general provisions

17.1 entire agreement. this agreement embodies the entire understanding and agreement among the parties concerning the company and supersedes any and all prior negotiations, understandings or agreements in regard thereto.

17.2 amendment. this agreement may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by members having a sharing ratio of more than 50% in the aggregate.

17.3 applicable law. this agreement shall be construed in accordance with and governed by the laws of the state of _________(state).

17.4 pronouns. references to a member, including by use of a pronoun, shall be deemed to include masculine, feminine, singular, plural, individuals, partnerships, corporations or other legal entities where applicable.

17.5 counterparts. this instrument may be executed in any number of counterparts each of which shall be considered an original.

in witness whereof the parties have executed this agreement effective as of the date first above written.

aaa, inc. bbb inc.

by: _________ by: _________

name: _______ name: _______

title: ______ title: ______