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					               February 17, 2008  [EAIG OPERATING AGREEMENT] 
 
                                     LLC OPERATING AGREEMENT
                                                    OF
                               ETHIO-AMERICAN INVESTMENT GROUP

                  This operating agreement is made by Ethio-American Investment Group, LLC
                                                     A
                                     Georgia Limited Liability Company


                                      __________________, MEMBER


                                                 ARTICLE I
                                       ORGANIZATIONAL MATTERS


         1.1       Formation. The Members formed Ethio-American Investment Group as a limited
liability company under the purposes and upon the terms and conditions hereinafter set forth. The
rights, powers duties, and liabilities of the Members shall be as provided in the definition, except as
otherwise expressly provided herein. In the event of any inconsistency between any terms and
conditions contained in the Agreement and any non-mandatory provisions of the Act, the Agreement
shall govern.


         1.2      NAME. The name of the Company shall be Ethio-American Investment Group, LLC. The
Company may conduct business under one or more fictitious names as the Managing Member
Determines. The Managing Member may also change the legal name of the company.


         1.3      OFFICES. Ethio-American Investment Group shall have its registered office in the State
of Georgia, and may have such other offices and places of business within or without the State of
Georgia as the Managing Members may from time to time determine or the business of the Company
may require.


         1.4      Business Purpose. The company is authorized to engage in any lawful business, purpose
or activity in which a limited liability company may engage under applicable law, and as the Managing
Member determines.


         1.5      Certificate of Formation; Filings. The Members have caused to be executed and filed a
Certificate of Formation in the Office of the Georgia Secretary of State. The Managing Member may
execute and file any duly authorized amendments to the Certificate of Formation form time to time in a
form prescribed. The Managing Member shall also cause to be made, on behalf of the Company, such
additional filings and recordings as he shall deem necessary of advisable.


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         1.6      Term. The Company commenced existence on the date that the Certificate was first
properly filed with the Office of the Georgia Secretary of State, and shall continue perpetually until duly
terminated. The cessation of member by a Member of the Company shall not cause dissolution of the
Company.

                                                 ARTICLE II
                                               DEFINITIONS

         Capitalized words and phrases used and not otherwise defined elsewhere in the Agreement
shall have the following meanings:

         2.1      “Additional Members “means those Persons admitted as Members pursuant to
paragraph 3.6 below.

         2.2      “Agreement” means this Limited Liability Company agreement, as amended from time to
time.

         2.3      “Confidentiality” means the Members recognizes that its relationship with the Company
and may provide the Member with specialized knowledge, which, if used in competition with the
Company, could cause serious harm to the Company.

         2.4      “Capital Account” means the Capital Account maintained for Member on the Company’s
books and records in accordance with the accounting practices.

         2.5      “Capital Contribution” means, with respect to any Member, the total amount of money
contributed to the capital of the Company by such Member

         2.6      “Company” means the limited liability company formed in accordance with the terms of
this Agreement and upon the filing of a Certificate of the Formation.

         2.7      “Company Assets” means all direct and indirect interests in real and personal property
owned by the Company, including both tangible and intangible property (including cash).

         2.8      “Extraordinary Action” means the limitation set forth on the Managing Members not to
decide or to resolve the issues that require the vote of ¾ of the members vote.

         2.9      “Gender” Wherever appropriate, any reference herein to the singular shall include the
plural, and reference to the masculine shall include the feminine gender, and any reference to “it” shall
include “his” or “her” or vice versa, as the case may be.

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         2.10     “Involuntary Withdrawal” means, with respect to any Member, the occurrence of any of
the events stated below.

                  (a) The member becomes bankrupt;

                  (b) If the Member is and individual, the Member’s death or the adjudication by a court
                  of competent jurisdiction that the Member is incompetent to manage the Member’s
                  person or property.

         2.11     “Managing Member” means members elected to govern the board of the Company.

         2.12     “Members” means individually and collectively, each Person who executes the
Agreement and is admitted to the Company as a Member in accordance with the terms and conditions
set forth in the Agreement.

         2.13     “Membership Interest” or “Interest” means the entire ownership interest of a Member in
the Company at any particular time, including without limitation, the Member’s Economic Interest any
and all rights to vote and otherwise participate in the Company’s affairs, and the rights to any and all
benefits to which a Member may be entitled as provided in the Agreement, together with the obligations
of such Member to comply with all of the terms and provisions of the Agreement.

         2.14     “Pro Rata Basis” means an allocation of the referenced distributions, tax items, dilution
or other item among the group of Members of Interest Holders being referred to proportionate with said
Person’ relative percentage Interests.

         2.15     “Voluntary Withdrawal” means a Member’s dissociation with the Company by means
other than an Involuntary Withdrawal.

                                                   Article III

                                              CAPITALIZATION

         3.1      Initial Capitalization of Members. Upon the execution of the Agreement, the Members
shall contribute to the Company cash or property in the amounts respectively set forth below:

                  (i)      $130.00 registration fee.

                  (ii)     $50.00 per month and due date set before the 10th of each month starting
                           February 2008. A penalty of $10.00 will be asses for failing to pay on due date.



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         3.2      Additional Capital Contributions by Members. In Addition to the initial capital
contributions, the Managing Members may determine from time to time that additional capital
contributions are needed to enable the Company to conduct its business and affairs. Upon making such
a determination, Notice thereof shall be given to all Members in writing at least ten (10) business days
prior to the date on which such additional contributions are due. Such Notice shall describe in
reasonable detail, the purposes and uses of such additional capital, the amounts of additional capital
required, and the date by which payment of the additional capital is required. Each Member shall vote
to make such additional capital contribution to the extent of any unfulfilled commitment. Any Member,
who has fulfilled that Member's commitment, shall have the right, but not the obligation to make the
additional capital contributions needed according to that Member's Sharing Ratio.

         3.4      Capital Accounts. A Capital Account shall be established and maintained for each
member.

         3.5      Banking. All funds of the Company shall be deposited in its name in such checking
account or in other accounts as shall be designated by the Managing Member. All withdrawals there
from are to be made upon checks signed by three Managing Members who may from time to time be
designated by the members.

         3.6      Failure to Contribute. If any member fail to make a monthly capital contribution for
THREE consecutive months the membership will be terminated and the previous contribution made will
be return to the member after 20% penalty from gross contribution and other expenses deducted at the
end of the fiscal year.

         3.7      Voluntary Withdrawal. Member will pay a 20% penalty from gross contribution and
net income profit as well as all other expenses incurred.

         3.8      Involuntary Withdrawal. Member will refunded the full amount of contribution and
net income profit after all the expenses deducted.

         3.9      Fund. The Managing Members will determine the financial institution that will hold
Company funds and determine the authorized signatures on Company accounts.

         3.10     Additional Members. Following formation of the Company, the Managing Member my
issue Interests directly from the Company, and admit additional Members from time to time, on such
terms and condition and for such Capital Contributions, if any, as the Managing Member may
determine. Consent to this is required by the majority of the Members. As a condition to being admitted
to the Company, each Additional Member shall execute an agreement to be bound by the terms and
conditions of this Agreement.


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         3.11     Liability of Members. Except as otherwise required by any non-Waivable provision of
the Agreement or other applicable law: (a) no Member shall be personally liable for any debt, liability,
or other obligation of the Company; and (b) no Member shall have any liability to any Person in excess
of (i) the amount of its Capital contributions, and (ii) without duplication, its share of any assets and
undistributed profits Company.

                                                 ARTICLE IV

                                              DISTRIBUTIONS

         4.1      Distributions of Cash Available for Distribution.

                  4.1.1   Cash Available for Distribution shall be distributed to the Members only at such
times as may be determined in the sole discretion of the Managing Member.

                  4.1.2   Subject to members hereof, all distributions of Cash Available for Distribution
         shall be distributed to the Members pro rata (in proportion to some factor that can be exactly
         calculated) in accordance with their respective Percentage Interests.

         4.2      Distributions Upon Liquidation. Distributions made in conjunction with the final
liquidation of the Company, including, without limitation, the net proceeds of a Terminating Capital
Transaction, shall be applied or distributed to all current members hereof.

         4.3      Distributions in Kind. No Member shall have a right to receive property other than cash
as provided in this Agreement. The Members may determine, in their sole and absolute discretion, to
make a distribution in kind of Company Assets to the Members, and such Company Assets shall be
distributed in such a fashion as to ensure that the fair market value thereof is distributed and allocated
in accordance with this Article 4 and Article 5 hereof.

         4.4      Withholding. The Company may withhold distributions or portion thereof if it is
required to do so by any applicable rule, regulation, or law, and each Member herby authorize the
Company to withhold from or pay on behalf of or with respect to such Member any amount of federal,
state, local or foreign taxes that the Managing Member determines that the Company is required to
withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this
Agreement. Any amounts so paid or withheld with respect to a Member pursuant to this Paragraph 4.4
shall be treated as having been distributed to such Member.




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                                                 ARTICLE V

                             ALLOCATIONS OF NET PROFITS AND NET LOSSES

         5.1      General Allocation of Net Profits and Losses. The Members intend that the Company be
treated as partnership, or equivalent pass-through entity, for federal, state, and local income tax
purposes. Unless otherwise provided herein or permitted or required under the Code or the regulations,
Net Profits and Net Losses shall determined and allocated with respect to each fiscal year of the
Company as of the end of such fiscal year.

                                                 ARTICLE VI

                                     GOVERNANCE AND OPERATIONS

         6.1      Management.

                  6.1.1 The Managing member shall have full, and complete discretion to manage and
control the business and affairs of the Company, to make decision affecting the business and affairs of
the Company and to do or cause to be done any and all the acts, as it deems necessary or appropriate to
accomplish the purposes and direct the affairs of the Company. The managing Member shall at all times
be a Member of the Company.

                  6.1.2 Except to the extent expressly delegated by the managing Member, no other
member or Person other than the Managing Member shall be an agent for the Company or have any
right, power or authority to transact any business in the name of the Company or to act of or on behalf
of or to bind the company.

                  6.1.3 Only the Managing Member may commence a voluntary case on behalf of, or an
involuntary case against, the Company under the chapter of Title 11 U.S.C by the filing of a “petition”
(as defined in 11 U.S.C 101 (42) with the United States Bankruptcy Court. Any such petition filed by any
other Member shall be deemed an unauthorized and bad faith filing and all parties to this Agreement
shall use their best efforts to cause such petition to be dismissed.


         6.2      Compensation and Reimbursement of Managing Member. No compensation shall be
paid to Managing Members, as such, for their services, but the Managing Members may authorize
payment of an annual retainer and/or fixed sum and expenses for attendance at each annual, regular or
special meeting of the Managing Members. Nothing herein contained shall be construed to preclude



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any Managing Members from serving the Company in any other capacity and receiving compensation
therefore.

         6.3      Records and Reports

                  6.3.1   The managing Member shall cause to be kept, at the principal place of business
of the Company, or at such other location as the Managing Member shall reasonably deem appropriate,
full and proper ledgers, other books of account, and records of all receipts and disbursements, other
financial activities, and the internal affairs of the Company for at least the current and past four fiscal
years.

                  6.3.2   The Managing member shall also cause to be sent to each Member of the
Company, the following:

                          (a) Within ninety (90) days following the end of each fiscal year of the
Company, a report that shall include all necessary information required by the Members for
preparation of its federal, state, and local income or franchise tax or information returns, including
each Member’s pro rata share of Net Profits, Net Losses, and any other items of income, gain, loss, and
deduction for such fiscal year; and

                          (b) A copy of the Company’s federal, state, and local income tax or information
returns for each fiscal year, concurrent with the filing of such returns.

                  6.3.3   Members (Personally or through an authorized representative) may, for
purposes reasonably related to their Interests, examine and copy (at their own cost and expense) the
books and records of the Company at all reasonable business hours.

         6.4      Meeting of Members.

                  6.4.1 Place of Meetings. Meetings of Member for any purpose may be held at such place
         or places, within or the State of Georgia, as shall be designated by the Managing Member, or by
         the President with respect to meetings called by him.

                   6.4.2 Annual Meeting. The annual meeting of members shall be held every year as such
         date as may be determined by the Managing Member. At such meeting, the members shall
         present detail account and transaction for the budget year, upcoming project or transact such
         other business as may properly come before the meeting.




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                6.4.3 Special Meetings. Special meetings of members may be called at any time by the
Managing Members or by the President, and shall be called by the President or Secretary at the written
request of members.

                6.4.4 Notice of Meetings. Written notice of the annual meeting or any special meeting
of share shall be given to each member entitled to vote thereat, not less than ten nor more than sixty
days prior to the meeting, except as otherwise required by statute, and shall state the time and place
and, in the case of a special meeting, the purpose or purposes of the meeting. Notice need not be given,
however, to any member who submits a signed waiver of notice, before or after the meeting, or who
attends the meeting in person or by proxy without objecting to the transaction of business.

                 6.4.5 Quorum. At all meetings of members, the holders of a majority of the share issued
and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute
a quorum for the transaction of business, except as otherwise provided by statute, the Certificate of
Company or these By-Laws. When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any member. Agreed upon a Quorum consist 2/3 of the members present
in person or by proxy.

         6.5    Voting.

                          (a) At all meetings of members, each member having the right to vote thereat
                may vote in person or by proxy, and, unless otherwise provided in the Certificate of
                Company or in any resolution providing for the issuance of any class or series of Share
                adopted by the Managing Members pursuant to authority vested in the Managing by
                the Certificate of Company, shall have one vote for each share of share registered in his
                name. Election of Managing Members shall be by written ballot.

                          (b) When a quorum is once present at any meeting of members, a majority of
                the votes cast, whether in person or represented by proxy, shall decide any question or
                proposed action brought before such meeting, except for the election of Managing
                Members, who shall be elected by a plurality of the votes cast, or unless the question or
                action is one upon which a different vote is required by express provision of statute, the
                Certificate of Company or these By-Laws or an agreement among members, in which
                case such provision shall govern the vote on the decision of such question or action.

                          (c) The following Extraordinary Action should be decided by ¾ of the members
                             Vote.
                                 1. Convert from LLC to a Corporation
                                 2. Merging and dissolving the Company


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                                  3. Engage in a public offering of its securities or transferring a
                                  substantial portion of the company asset, or incurring any debt in
                                  single transaction.
                                  4. Amendment or modification of any provision of this agreement.

         6.6       Adjourned Meetings. Any meeting of members may be adjourned to a designated time
and place by a vote of a majority in interest of the members present in person or by proxy and entitled
to vote, even though less than a quorum is present, or by the President if a quorum of members is not
present. No notice of such adjourned meeting need be given, other than by announcement at the
meeting at which adjournment is taken, and any business may be transacted at the adjourned meeting
which might have been transacted at the meeting as originally called. However, if such adjournment is
for more than thirty days, or if after such adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each member of record entitled to vote at
such meeting.

         6.7      Action by Written Consent of Members. Any action of the members required or
permitted to be taken at any regular or special meeting thereof may be taken without any such meeting,
notice of meeting or vote if a consent in writing setting forth the action thereby taken is signed by the
holders of outstanding share having not less than the number of votes that would have been necessary
to authorize such action at a meeting at which all shares entitled to vote were present and voted. Prompt
notice of the taking of any such action shall be given to any members entitled to vote who have not so
consented in writing.

         6.8      Members of Record.

                          (a) The members from time to time entitled to notice of or to vote at any meeting
                  of members or any adjournment thereof, or to express consent to any company action
                  without a meeting, or entitled to exercise any rights in respect of any change,
                  conversion or exchange of share or for the purpose of any other lawful action, shall be
                  the members of record as of the close of business on a date fixed by the Managing
                  Members as the record date for any such purpose. Such a record date shall not precede
                  the date upon which the resolution fixing the record date is adopted by the Managing
                  Members, and shall not, with respect to member meetings, be more than sixty days nor
                  less than ten days before the date of such meeting, or, with respect to member consents,
                  more than ten days after the date upon which the resolution fixing the record date is
                  adopted by the Managing of Members.

                          (b) If the Managing Members does not fix a record date, (i) the record date for
                  the determination of members entitled to notice of or to vote at a meeting of members

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                 shall be as of the close of business on the day next preceding the day on which notice of
                 such meeting is given, or, if notice is waived as provided herein, on the day next
                 preceding the day on which the meeting is held; (ii) the record date for determining
                 members entitled to express consent to corporate action in writing without a meeting,
                 where no prior action by the Managing Members is necessary, shall be the close of
                 business on the day on which the first signed written consent setting forth the action
                 taken or proposed to be taken is delivered to the Company; and (iii) the record date for
                 determining members for any other purpose shall be at the close of business on the day
                 on which the resolution of the Managing of Members relating thereto is adopted.

         6.9     Confidentiality. The Member shall not at any item, without the written consent of the
        Company, directly or indirectly, use divulge, furnish, make available or disclose for any purpose
        whatsoever, any aspect concerning the Confidential Materials, which has been made available
        to the member as a result of its association with the Company. Upon the termination of the
        Member’s affiliation with the Company, the Member will return all Confidential Materials,
        whether prepared by the Company or by the Members, that constitute records of the Company
        or that contain any information relating to the Company’s business. The confidentially will
        stand between the Members and the Company the date started until Five years for any project
        or business the company pursue.

                                               ARTICLE VII
                                          MANAGING MEMBER

         7.1     Managing Members. The management of the affairs, property and business of the
Company shall be vested in Managing Members, the members of which need not be members. In
addition to the power and authority expressly conferred upon it by these By-Laws and the Certificate of
the Company, the Managing Members may take any action and do all such lawful acts and things on
behalf of the Company and as are not by statute or by the Certificate of Company or these By-Laws
required to be taken or done by the members.

        7.2      Officers. The managing member may, from time to time, designate officers of the
Company and delegate to such officers such authority and duties as the managing Member may deem
advisable and may assign titles (including, without limitation, President, Vice-President, Secretary and
treasurer) to any such officer. Any officer to whom a delegation is made pursuant to the foregoing shall
serve in the capacity delegated unless and until such delegation is revoked by the Managing Member
for any reason or no reason whatsoever, with or without cause, or such officer resigns.

        7.3      Number. The number of Managing Members shall be Seven, and as fixed from time to
time by the Managing Members.

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        7.4      Election and Term of Managing Members. Every two year, the members shall elect
Managing Members to hold office until the next election meeting. Each Managing Members shall hold
office until the expiration of such term and until his successor, if any, has been elected and qualified, or
until his earlier resignation or removal.

        7.5      Annual and Regular Meetings. The annual meeting of the Managing Members shall be
held promptly after the annual meeting of members, and regular meetings of the Managing Members
may be held at such times as the Managing Members may from time to time determine. No notice shall
be required for the annual or any regular meeting of the Managing Members.

        7.6      Special Meetings. Special meetings of the Managing Members may be called by the
President, by an officer of the Company who is also a Managing Members or by any two Managing
Members, upon one day's notice to each Managing Members either personally or by mail, telephone, or
email, and if by telephone, or email confirmed in writing before or after the meeting, setting forth the
time and place of such meeting. Notice of any special meeting need not be given, however, to any
Managing Members who submits a signed waiver of notice, before or after the meeting, or who attends
the meeting without objecting to the transaction of business.

        7.7      Place of Meetings.

                         (a) The Managing Members may hold its meetings, regular or special, at such
                 places, within the State of Georgia, as it may from time to time determine or as shall be
                 set forth in any notice of such meeting.

                         (b) Any meeting of the Managing Members may be held by means of
                 conference telephone or similar communications equipment whereby all persons
                 participating in the meeting can hear each other and such participation shall constitute
                 presence at the meeting.

        7.8      Adjourned Meetings. A majority of the Managing Members present, whether or not a
quorum, may adjourn any meeting of the Managing Members to another time and place. Notice of such
adjourned meeting need not be given if the time and place thereof are announced at the meeting at
which the adjournment is taken.

        7.9      Quorum of Managing Members. A majority of the total number of Managing member
shall constitute a quorum for the transaction of business. The total number of Managing Members
means the number of Managing Members the Company would have if there were no vacancies.




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        7.10     Action of the Managing Members. The vote of a majority of the Managing Members
present at a meeting at which a quorum is present shall be the act of the Managing Members, unless the
question or action is one upon which a different vote is required by express provision of statute, the
Certificate of Company or these By-Laws, in which case such provision shall govern the vote on the
decision of such question or action. Each Managing Members present shall have one vote.

        7.11     Action by Written Consent of Managing Members. Any action required or permitted to
be taken at any meeting of the Managing Members or of any committee thereof may be taken without a
meeting, if a written consent thereto is signed by all members of the Managing Members or of such
committee, and such written consent is filed with the minutes of proceedings of the Managing Members
or committee.

        7.12     Resignation. A Managing Member may resign at any time by giving written notice to
the Managing Members, the President or the Secretary of the Company. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt by the Managing Members or such officer, and
acceptance of the resignation shall not be necessary.

        7.13     Removal of Managing Members. Any or all of the Managing Members may be removed
with or without cause by the members.

        7.14     Newly Created Managing Memberships and Vacancies. Newly created Managing
Memberships resulting from an increase in the number of Managing Members or vacancies occurring
in the Managing Member for any reason except the removal of Managing Member without cause may
be filled by a vote of the majority of the Managing Members then in office, although less than a
quorum. Vacancies occurring by reason of the removal of Managing Member without cause shall be
filled by a vote of the members. A Managing Member elected to fill a newly created Managing
Membership or to fill any vacancy shall hold office until the next annual meeting of members, and until
his successor, if any, has been elected and qualified.

        7.15     Chairman. At all meetings of the Managing Members the Chairman or, if one has not
been elected or appointed or in his absence, a chairman chosen by the Managing Members present at
such meeting, shall preside.

        7.16     Committees Appointed by the Managing Members. The Managing Members may, by
resolution passed by a majority of the entire Managing Member or by written consent of all of the
Managing Members, designate one or more committees, each committee to consist of one or more of the
Managing Members. The Managing Member may also designate one or more Managing Member as
alternate members of any committee who may replace any absent or disqualified committee member at
any committee meeting. Any such committee, to the extent provided in the resolution, except as


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restricted by law, shall have and may exercise the powers of the Managing Members in the
management of the affairs, business and property of the Company, and may authorize the seal of the
Company to be affixed to all papers which may require it.

        7.17     Powers and Duties. The officers, agents and employees of the Company shall each have
such powers and perform such duties in the management of the affairs, property and business of the
Company, subject to the control of and limitation by the Managing Members, as generally pertain to
their respective offices, as well as such powers and duties as may be authorized from time to time by the
Managing Members.

        7.18     Sureties and Bonds. If the Managing Members shall so require, any officer, agent or
employee of the Company shall furnish to the Company a bond in such sum and with such surety or
sureties as the Managing Members may direct, conditioned upon the faithful performance of his duties
to the Company and including responsibility for negligence and for the accounting for all property,
funds or securities of the Company which may come into his hands.

                                                 ARTICLE VIII
                                                     TAXES


        8.1      Tax. For federal tax purpose, the Company will be taxed as partnership.


                                                  ARTICLE IX
                        CERTIFICATES, TRANSFER AND DISTRIBUTION OF SHARES


        9.1      Certificates. Unless otherwise provided pursuant to the General Company Law of the
State of Georgia, the shares of the Company shall be represented by certificates, as provided by the
General Company Law of the State of Georgia. They shall be numbered and entered in the books of the
Company as they are issued.

        9.2      Lost or Destroyed Certificates. The Managing Members may in its discretion authorize
the issuance of a new certificate or certificates in place of any certificate or certificates theretofore
issued by the Company, alleged to have been lost, stolen or destroyed. As a condition of such issuance,
the Managing Members may require, either generally or in each case, the record holder of such
certificates, or his legal representative, to furnish an affidavit setting forth the facts of such alleged loss,
theft or destruction, together with proof of advertisement of the alleged loss, theft or destruction, and a
bond with such surety and in such form and amount as the Managing may specify indemnifying the
Company, any transfer agent and registrar against any claim against any of them relating to such lost,
stolen or destroyed certificates.



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        9.3      Transfer of Shares. (a) Upon surrender to the Company or the transfer agent of the
Company of a certificate for shares or other securities of the Company duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, the Company shall issue a new
certificate to the person entitled thereto, and cancel the old certificate, except to the extent the Company
or such transfer agent may be prevented from so doing by law, by the order or process of any court of
competent jurisdiction, or under any valid restriction on transfer imposed by the Certificate of In
Company, these By-Laws, or agreement of security holders. Every such transfer shall be entered on the
transfer books of the Company.

                                                ARTICLE X
                                           INDEMNIFICATION

        10.1     Indemnification. The Company shall indemnify the Managing Members, officers, agents
and employees of the Company in the manner and to the full extent provided in the General Company
Law of the State of Georgia. Such indemnification may be in addition to any other rights to which any
person seeking indemnification may be entitled under any agreement, vote of members or Managing
Members, and any provision of these By-Laws or otherwise. The Managing Members, officers,
employees and agents of the Company shall be fully protected individually in making or refusing to
make any payment or in taking or refusing to take any other action under this Article VI in reliance
upon the advice of counsel.

                                                ARTICLE XI
                                            MISCELLANEOUS

        11.1     Company Seal. The seal of the Company shall be __________and bear the name of the
Company, the year of its organization and the words, "Company Seal, Georgia". The seal of the
certificates for shares or any corporate obligation for the payment of money, or on any other
instrument, may be a facsimile, engraved, printed or otherwise reproduced.

        11.2     Execution of Instruments. All corporate instruments and documents shall be signed or
countersigned, executed, and, if desired, verified or acknowledged by a proper officer or officers or such
other person or persons as the Managing Members may from time to time designate.

        11.3     Fiscal Year. The fiscal year of the Company will end of the calendar of every year and
will amend by Managing Members.




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                                               ARTICLE XII
                                             AMENDMENTS

        12.1     Required Vote as to Non-Economic Matters. With respect to any matters not specifically
set forth in Article 12.2 hereof, the required vote for approval of any proposed amendment to this
Agreement shall be a Majority in Interest of the Members. The Managing Members, in consultation with
the Company’s Members, shall make the determination of whether a proposed amendment shall
constitute a matter for approval pursuant to this Article 12.1.

        12.2     Vote Consent for Certain Amendments. Notwithstanding the provisions of Article 12.1
hereof, if the effect of any proposed amendment to this Agreement or to the Articles of Organization
would be to increase the liability of the Members, or the change the contributions required of the
Members, the rights and interest of any Member in distributions from the Company or any Members’
rights upon liquidation of the Company, such proposed amendment shall be adopted only upon the 3/4
written consent of all the Members.

                                               ARTICLE XIII
                                         MEMBERS AGREEMENT

        13.1     Members Agreement. Should the Company at any time, or from time to time, be party to
a members agreement (a "Members Agreement"), then notwithstanding anything to the contrary
contained in these By-Laws, in the event of any conflict between any provision of such Members
Agreement and any provision of these By-Laws, such conflicting provision of the Members Agreement
shall be incorporated herein as a By-Law and shall control.

        13.2     Further Assurances. The parties hereto shall execute, acknowledge and deliver such
further instruments the Managing Member may deem expedient of necessary in the operation of the
Company and the achievement of its purpose, and shall perform such further acts and things as may be
required or appropriate to carry out the intent and purpose of the Agreement.




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                                     Execution Page
                                     For The Operating Agreement Of

                                  Ethio-American Investment Group, LLC

                                   A Georgia Limited Liability Company

        IN WITNESS WHEREOF, the parties hereto have executed this Operating Agreement in multiple
counterparts as of the day and in the year first above written, and each of such counterparts, when taken
together, shall constitute one and the same instrument.

SIGNATURE OF THE INITIAL Managing Member SECRETARY:

BY: ________________________________________              DATE: ___________________
      Initial Managing Member Secretary


SIGNATURE OF THE MEMBER



BY: ________________________________________              DATE: ____________________

__________________________________________________________________
Name & Title of Member (Please print)
_________________________________________________________________
Address or PO Box
__________________________________________________________________
City, State and Zip Code
___________________________________________________________________
Telephone #                                       Fax#


_________________________________________________________________
Email Address



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