OPERATING AGREEMENT of _________________ LLC The Members of _____________________ LLC hereby enter into this Operating Agreement effective the (date). Article I Office The principal office of __________________ LLC is ______________, __________________________, ____________. The Company may have such other offices, either within or without the State of Wyoming, as the business of the Company may require. The registered office of the Company required by the _______________ Limited Liability Act to be maintained in the State of _________ is located at ________________________, ____________ and may be changed from time to time. Article II Purpose This Limited Liability Company is organized for all lawful purposes except banking and insurance. Article III Duration of the LLC The Company shall commence upon the filing of its Articles of Organization with the Secretary of State and shall continue for a term of thirty (30) years, unless (a) extended by the Members, (b) sooner dissolved by the Members, or (c) dissolved by a statutory event of dissolution. The right to continue after a statutory event of dissolution is reserved in the Articles. The Members agree for themselves and their successors, assigns and heirs, that their participation is considered a long-term investment and that their commitment to advance funds is enforceable by the Company. Article IV Capital Contributions The undersigned Members agree to share in all post formation capital contributions, profits, and surplus of the Company proraat according to their share ownership in the Company. The issuance of ____________ shares of capital stock is authorized in the Articles of Organization, and ____________ ______________ shares have been issued to the undersigned as follows: _________________ ______ Shares _________________ ______ Shares Article V Additional Capital Contributions The interests of the Members in the Company will be represented by share certificates evidencing the ownership of shares of the capital of the Company. The issuance of ______________ shares has been authorized. The amount of capital which the members have committed to contribute for such shares is an amount of ______________________ Dollars ($______) per share or an aggregate amount of up to ________________________ Dollars ($____________), for the issuance of _______ shares, which capital shall be contributed and the corresponding shares issued at such times as may be determined by the Board of Directors. Article VI Meetings The annual meeting of the Directors shall be held at the Registered Office of the Company on the ________ of _______ of each year, commencing in the year 19___. The annual meeting of the Members shall be held at such time and place as may be determined by the Members and shall be for the election of the Board of Directors and for the transaction of such other business as may come before the meeting. Each Member shall be entitled to elect one (1) person as Director of the Company and those two persons will by mutual agreement, elect a third Director of the Company. If the day fixed for the annual meeting shall be a legal holiday, such meetings shall be held at the next succeeding business day. A majority of the Directors of the Company must be persons who are not residents of _______[foreign country]______ for the purposes of that country’s Income Tax Act. Special meetings of the Members for any purpose or purposes described in the meeting notice, may be called by any Member. Special meetings of the Board for any purpose or purposes described in the meeting notice may be called by any Director. Unless waived, as herein provided and allowed, written or printed notice stating the place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each participant not less than ten nor more than sixty days before the date of the meeting. Members may participate in Member meetings by telephone. Directors may participate in Directors meetings by telephone. Any action which may be taken at a meeting of the Directors may be taken without a meeting by written action signed by all Directors. Any action which may be taken at a meeting of the Members may be taken without a meeting with written action signed by all the members. Article VII Distributions Each of the Members shall have an interest in the capital of the Company and share in distributions in proportion to their share ownership, as set forth in Article IV. Prior to dissolution and at least annually as income has been received by the Company accounts determined and tax returns filed, the Board of Directors shall determine funds available for distribution. Article VIII Board of Directors and Appointment of Officers Control and management of the business of the Company is vested in the Board of Directors. Company decisions and actions shall be decided by a majority of the Board of Directors, at meetings regularly called with notice to all Directors. No meeting of the Board of Directors shall take place in _____[foreign country]________. A quorum for any such meeting shall require the presence in person or by telephone of at least one Director appointed by each Member. The Board of Directors may delegate any of their functions to one or more of the directors and may appoint one or more officers to carry out any act on behalf of the Company, including, without limitation, the execution of documents on behalf of and binding the Company. Any action which may be taken at a meeting of the Directors may be taken without a meeting by a written action signed by all of the Directors. Article IX Board Duties and Restrictions The Board of Directors shall be elected by the Members at each annual meeting of the Members and shall serve until the next regular or special meeting of the Members. No Member and no Director, without the consent of the other Directors, shall endorse any note or act as an accommodation party, or otherwise become surety for any person in any transaction involving the Company. No Member shall on behalf of the Company borrow or lend money, or make, deliver or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property for or on behalf of the Company. No Member shall mortgage, grant a security interest in the assets or property of the Company, or do any act detrimental to the best interests of the Company, or which would make it impossible to carry on the ordinary purpose of the Company. Each Director shall be reimbursed by the Company for all expenses received on behalf of the Company and shall be paid a fee for attendance at meetings of the Directors. The Director fee for physical attendance at a meeting shall be _____________ ($______) per day and the fee for attendance by telephone shall be _________ ($____________) dollars per hour. Article X Banking All funds of the Company shall be deposited in its name in such bank account or accounts as shall be designated by the Board of Directors. All withdrawals therefrom are to be made upon the authority of such person or persons as may be authorized by the Board of Directors from time to time. Article XI Books The Company books shall be maintained at the offices of _________________ LLC, and each Member shall have access thereto. The fiscal year of the Company shall be the calendar year, and the books shall be closed and balanced at the end of each fiscal year. The Company will furnish annual financial statements to the Members, and prepare tax returns in a timely manner, furnishing copies to all Members at least twenty (20) days before they are filed by the Company. Article XII Voluntary Termination The Company may be dissolved at any time by Resolution passed at a meeting of its Members, in which event the Members shall proceed with reasonable promptness to liquidate the Company. The assets of the Company shall be distributed in the following order: A. To pay or provide for the payment of all company liabilities to creditors other than Members, and liquidating expenses and obligations; B. To pay debts owing to Members other than for capital and profits; C. To pay the remaining funds to the Members in proportion to their share ownership. Article XIII Continuation Upon the occurrence of a statutory event of termination, the remaining Members of the Company have the right to continue the Company by a majority vote unless a higher vote is required by the state statute or by the IRS classification regulations allowing avoidance of the corporate characteristic of continuity of interest. Article XIV Amendment This Operating Agreement is a written contract of the Members. Amendments must be written and executed by all Members. Article XV Violation of this Agreement Any Member who shall violate any of the terms, conditions, and provisions of this agreement shall keep and save harmless the Company property and shall also indemnify the other then Members from any and all claims, demands and actions of every kind and nature whatsoever which may arise out of or by reason of such violation of any of the terms and conditions of this agreement. IN WITNESS WHEREOF, the parties have hereunto set their hands effective the day and first above written. This Operating Agreement may be executed in counterparts with each counterpart constituting one and the same instrument. Signed: _________________________ _____________________________ Member Member