A LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT is made by the undersigned effective the 5^th day of  June, 1998.

I.  FORMATION

1.1  Formation.  The undersigned have formed a Limited Liability Company under the laws of the state of Georgia by filing on the 5^th day of June, 1998, Articles of Organization with the Secretary of State.

1.2  Name.  The name of this Limited Liability Company is SWIRL, LLC.

1.3  Purpose.  The purpose for which this Limited Liability Company is organized, and is to be operated, is limited to the purposes and business activities permitted to be conducted by a "Credit Union Service Organization", as that term is defined in the Federal Credit Union Act (12 U.S.C. §1757) and the regulations promulgated thereunder,  related to the routine, daily operations of credit unions, and to do any and all other things determined by the Board of Managers to be necessary, desirable or incidental to the foregoing purpose.

1.4  Duration.  The term of the Limited Liability Company shall become effective on the date the Articles of Organization are filed with the Secretary of State of Georgia, and shall continue until the Limited Liability Company is dissolved pursuant to the provisions of this Agreement or as provided in the Georgia Limited Liability Company Act, as it now exists or may exist in the future.

1.5  Offices.  The location of the principal place of business of the Limited Liability Company is within the State of Georgia.  The Board of Managers may change the principal place of business and may establish such additional places of business as they deem necessary or desirable to conduct the business of the Limited Liability Company.

1.6 Registered Agent, Office.  The Limited Liability Company's initial registered agent for service of process shall be Mr. Michael J. Mercer, and the initial registered office shall be at the following address: 2400 Pleasant Hill Road, Suite 300, Duluth, Gwinnett County, Georgia, or such other agent and such other address as the Board of Managers may designate from time to time.

II.  MEMBERS

2.1  Initial Members.  The initial Members of the Limited Liability Company are listed on Exhibit A, which is attached hereto and made a part hereof.  Exhibit A shall reflect the initial capital contribution of each Member, indicating the amount of cash contributed, the value of any property contributed and the value of any services contributed, each Member's initial percentage ownership of the Limited Liability Company, and each Member's initial number of Units of Membership Interests in the Limited Liability Company.

2.2  Members Rights Limited.  Except as otherwise specifically provided in this Agreement to the contrary, no Member shall have the right:

(A)  To take part in the control of the Limited Liability Company business or to sign for or to bind the Limited Liability Company, such power being solely vested in the Board of Managers.

(B)  To have any capital contribution repaid except to the extent provided in this Agreement.

(C)  To require partition of the Limited Liability Company's property or to compel any sale or appraisal of the Limited Liability Company's assets.

(D)  To sell or assign any interest in the Limited Liability Company or to constitute the vendee an assignee hereunder, except as provided in this Operating Agreement or a separate Members Agreement.

(E)  To voluntarily withdraw as a Member from the Limited Liability Company, except as provided in this or a separate Members Agreement.

2.3  Members Liabilities.  No Member shall be personally held accountable for any of the debts, losses, claims, judgments or any of the liabilities of the Limited Liability Company beyond the Member's contributions to the capital of the Limited Liability Company, except as provided by law.

III.  MEETINGS OF MEMBERS

3.1 Location of Meetings.  All meetings of the Members shall be held at the principal offices of the Limited Liability Company or at such other reasonable place as may be directed by the Chairman of the Board of Managers.

3.2  Annual meeting.  The annual meeting of the Members shall be held within twelve (12) months after the end of each fiscal year of the Limited Liability Company, the date and time to be determined by the Chairman of the Board of Managers, at which time the Members shall elect a Board of Managers, and transact such other business as may properly be brought before the meeting. Failure to hold the annual meeting as aforesaid shall not cause a forfeiture or dissolution of the Limited Liability Company.

3.3  Special Meetings.  Special meetings of the Members for any purpose or purposes, unless otherwise provided by statute or by the Articles of Organization, may be called by the Chairman of the Board of Managers or upon the request of Members representing at least 25% of the outstanding Units of Membership Interests. Business transacted at such special meetings shall be restricted to the purpose or purposes stated in the notice.

3.4  Notice of Meetings.  Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less that thirty (30) nor more than sixty (60) days before the date of the meeting, either personally or by first class mail, to each Member of record entitled to vote at such meeting, at such address as appears on the books of the Limited Liability Company.

3.5  Quorum.  A majority of the Units of Membership Interests entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the Members and shall be requisite for the transaction of business. If, however, such quorum shall not be represented in person or by proxy at any meeting of the Members, the meeting shall be adjourned for not less than seven (7) days or more than thirty (30) days and a second notice shall be given to all Members, containing the date of the rescheduled meeting.  Those then present shall constitute a quorum for the transaction of business.  The number of Units of Membership Interests shall be counted; the amount or value of Capital Accounts shall be ignored for voting purposes.

3.6  Voting.  When a quorum is represented at any meeting, the vote of the holders of the majority of the Units of Membership Interests having voting power, present in person or represented by proxy, shall decide any question brought before the meeting, and be the act of the Members, except that if the question is one upon which, by express provision of statute or of the Articles of Organization or of this Operating Agreement, a different vote is required, such express provision shall govern and control the decision of such question. The number of Units of Membership Interests shall be counted; the amount or value of Capital Accounts shall be ignored for voting purposes.

3.7  Proxy.  At any meeting of the Members, each Member having the right to vote thereat shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by the Member and bearing a date not more than eleven months prior to such meeting, unless such instrument provides for a longer period. Each outstanding Unit of Membership Interest having voting power shall be entitled to one vote on each matter submitted to a vote at a Members meeting.

3.8  No Meeting Necessary.  Any action required to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by Members entitled to vote with respect to the subject matter thereof and collectively holding a sufficient number of Units of Membership Interests as to be able to decide any question brought before a properly called and constituted meeting of the Members.

3.9  Closing of Transfer Books.  For the purpose of determining Members entitled to notice of, or entitled to vote at, any meeting of Members or any adjournment thereof, or entitled to receive payment of any distribution, or in order to make a determination of Members for any proper purpose, the Board of Managers of the Limited Liability Company may provide that the Membership Interests transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the Membership Interests transfer books shall be closed for the purpose of determining Members entitled to notice of or to vote at a meeting as Members, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the Membership Interests transfer books, the Board of Managers may fix in advance a date as the record date for any determination of Members, not less than ten days nor more than fifty days prior to the date on which the particular action, requiring such determination, is to be taken. If the Membership Interests transfer books are not closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members or Members entitled to receive payment of a distribution, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Managers declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this section, such determination shall apply to any adjournment and reconvened meeting thereof, unless the Board of Managers sets a new record date under this section for the reconvened meeting.

IV.  MANAGEMENT

4.1  Initial Board of Managers.  The initial Board of Managers, who shall serve until their successors are elected in accordance with this Operating Agreement, shall be:

4.2  Number, Election and Length of Terms of Managers. The Board of Managers shall consist of nine qualified individuals. At the first annual meeting of the Members following organization, three Managers shall be elected to serve a three-year term of office, three Managers shall be elected to serve two-year terms of office and three Managers shall be elected to serve until the next annual meeting of the Limited Liability Company.  Thereafter, Managers shall be elected to serve three-year terms of office.

4.3  Qualifications of Managers.  Except for the initial Board of Managers, all Managers shall be required to meet the following qualifications:

(A)  A Manager must be a Manager (President or equivalent) or Assistant Manager (Vice President or equivalent) of a Class A Member, that has purchased Units of Class A Membership which, at the time of purchase, equated to an amount at least equivalent to $2.00 per Georgia resident consumer member.

            (B)  Not more than one Manager shall serve from any one Class A Member.

4.4  Vacancies of Managers.  If any vacancy shall occur in the Board of Managers by death, resignation, retirement, disqualification, removal from office or otherwise, the remaining Managers shall continue to act, and such vacancies shall be filled until the next Annual Meeting of Members by appointment of a qualified individual pursuant to a majority vote of the Board of Managers.

4.5  Authority.  The Board of Managers shall have the control and general management of the affairs and business of the Limited Liability Company. The Board shall have all rights and powers generally conferred by law and all rights and powers that are necessary, advisable or consistent in connection therewith and with the provisions of this Operating Agreement.  Such Managers shall in all cases act as a Board, regularly convened, by majority and they may adopt such rules and regulations for the conduct of their meetings and the management of the Limited Liability Company, as they may deem proper, not inconsistent with this Operating Agreement and the laws of the State of Georgia. The Managers shall receive no compensation from the Limited Liability Company for actions taken as Board of Managers pursuant to this Operating Agreement. Rights and powers of the Board of Managers, by way of illustration but not by way of limitation, shall include the right and power to:

(A)  Authorize or approve all actions with respect to distribution of funds and assets in kind of the Limited Liability Company; acquire, secure or dispose of investments, including, without limitation, selling and otherwise disposing of assets of the Limited Liability Company, borrowing funds, executing contracts, bonds, guarantees, notes, security agreements, mortgages and all other instruments to effect the purposes of this Agreement; and execute any and all other instruments and perform any acts determined to be necessary or advisable to carry out the intentions and purposes of the Limited Liability Company.

(B)  Subject to the limitations imposed by this Operating Agreement, or by a separate Members Agreement to which the Limited Liability Company is made a party, admit additional Members in substitution of Members disposing of their interest in the Limited Liability Company.

(C)  Perform any and all acts necessary to pay any and all organizational expenses incurred in the creation of the Limited Liability Company and in raising additional capital, including, without limitation, reasonable brokers' and underwriters' commissions, legal and accounting fees, license and franchise fees (it being understood that all expenses incurred in the creation of the Limited Liability Company and the commencement of the Limited Liability Company business shall be borne by the Limited Liability Company); and compromise, arbitrate or otherwise adjust claims in favor of or against the Limited Liability Company and to commence or defend against litigation with respect to the Limited Liability Company or any assets of the Limited Liability Company as deemed advisable, all or any of the above matters being at the expense of the Limited Liability Company; and to execute, acknowledge and deliver any and all instruments to effect any and all of the foregoing.

(D)  Purchase goods or services from any Limited Liability Company or other form of business enterprise, whether or not such Limited Liability Company or business enterprise is owned or controlled by, or affiliated with, the Managers or Members, including management services at the usual and customary rates prevailing in the management industry from time to time for similar services.

(E)  Establish Limited Liability Company offices at such other places as may be appropriate, hire Limited Liability Company employees and consultants, engage counsel and otherwise arrange for the facilities and personnel necessary to carry out the purposes and business of the Limited Liability Company, the cost and expense thereof and incidental thereto to be borne by the Limited Liability Company.

4.6  Annual Meetings.  The first annual meeting of each newly elected Board of Managers shall follow immediately and be held at the same place as the annual meeting of the Members. No notice of such meeting of the newly elected Managers shall be necessary in order to legally constitute a meeting of the Board of Managers, provided a quorum shall be present.

4.7  Special Meetings.  Special meetings of the Board of Managers may be called by the Chairman of the Board of Managers and may be held at any reasonable place and time specified in the notice. Special meetings shall also be so called upon request in writing of three Managers of the Limited Liability Company.

4.8  Notice and Waiver.  Written notice stating the place, day and hour of every special meeting and the purpose or purposes for which such special meeting is called, shall be delivered not less than two days before the date of the meeting, either personally or by first class mail, messenger, courier, telegram, cablegram facsimile message or electronic mail to each Manager. At any meeting at which every member of the Board of Managers is either present or signs a waiver of notice, even though held without proper notice, any business may be transacted which may be transacted as a meeting duly noticed.

4.9  Quorum.  A majority of the number of then duly elected or appointed and qualified Managers authorized by the Operating Agreement shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Managers, the Managers present thereat may adjourn the meeting from time to time until such time as a quorum shall be present. At such reconvened meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally convened.

4.10  Voting.  In any meeting at which a quorum of Managers is present, a simple majority of those Managers present shall decide any question brought before the meeting.

4.11  No Meeting Necessary.  Any action required to be taken at a meeting of the Managers or any action which may be taken at a meeting of the Managers may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by a sufficient number of the Managers who could have taken such action at a meeting of the Board of Managers, properly called and constituted and attended by all Managers then in office, with the consent to be filed with the minutes of the proceedings of the Board of Managers.

4.12  Meetings By Telephone.  In lieu of physical presence at a meeting, any or all Managers may participate in any regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Managers participating may simultaneously hear each other during the meeting. Any Manager participating in a meeting by this means is deemed to be present in person at the meeting.

4.13  Reports.  At each annual meeting of the Members and, when called for by a vote of the Members, at any special meeting, the Board of Managers shall make a full and clear statement of the business and condition of the Limited Liability Company and a full disclosure of all outstanding obligations of the Limited Liability Company, such as, but not limited to agreements, options, leases and all other contractual obligations, oral or written.

V.  COMMITTEES

5.1  Committees.  The Board of Managers, by resolution adopted by a majority of the entire Board, may designate one or more committees which shall have such name or names and shall have and may exercise such powers of the Board of Managers as may be determined from time to time by the Board of Managers.

5.2  Nominating Committee.  No less than one hundred twenty (120) days prior to the annual meeting, the Chairman of the Board of Managers shall appoint a Nominating Committee. The Nominating Committee shall file nominations for vacant or vacating positions on the Board of Managers with the Secretary no later than ninety (90) days prior to the annual meeting. The results shall be communicated to Members no later than seventy-five (75) days prior to the annual meeting.

5.3  Committee Members.  The Board of Managers shall have power at any time to remove any member of any committee, with or without cause, and to fill vacancies in and to dissolve any such committee.

VI.  WAIVER OF NOTICE

6.1  Waiver of Notice.  Whenever, under statute or the Articles of Organization for the Limited Liability Company or this Operating Agreement, notice is required, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time herein stated as required for such notice, shall be equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in the waiver of notice of the meeting.

VII.  OFFICERS

7.1  Selection.  The officers of the Limited Liability Company shall be selected by the Board of Managers and shall consist of the Chairman of the Board, Vice-Chairman, President, Treasurer and Secretary. Any two or more offices may be held by the same person, except that the same person may not be both Chairman and Secretary, or President and Secretary.

7.2  Time of Selection.  The officers shall be selected at the first meeting of the Board of Managers after each annual meeting of the Members.

7.3  Powers.  The Board of Managers shall create and select such other officers as it shall deem necessary. Such other officers shall hold office for such terms and exercise such powers and perform such duties as shall from time to time be determined by the Board of Managers.

7.4  Salaries.  The Officers shall serve the Limited Liability Company without compensation, with the exception of the President when exercising the duties of Chief Executive Officer.

7.5  Term, Removal and Vacancy.  The term of office of each Officer shall be until such time as his or her successor is selected and qualified. Any Officer selected by the Board of Managers may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Managers. Any vacancy occurring for any reason in the office of any Officer shall be filled by the Board of Managers.

7.6  Chairman of the Board of Managers.  The Chairman of the Board of Managers shall preside at all meetings, both of the Board of Managers and of the stockholders, shall be an ex-officio a member of all committees; and shall perform all duties usually incident to the office of the Chairman of the Board and such other duties as may be imposed upon him/her by the Board of Managers.

7.7  Vice Chairman of the Board of Managers.  The Vice Chairman of the Board of Managers shall perform all of the duties of the Chairman of the Board in the event of the latter's absence or inability to act, and such other duties as may be imposed upon him/her by the Board of Managers

7.8  President.  The President shall be the chief executive officer of the Limited Liability Company. He/she shall, in the absence of the Chairman of the Board and the Vice Chairman of the Board, preside at all meetings of the Members and of the Board of Managers, shall be an ex-officio member of all standing committees, shall have charge of general and active management of the business of the Limited Liability Company and shall see that all orders and resolutions of the Board of Managers are given effect.

7.9  Signature Authority.  The President shall execute all promissory notes, deeds, mortgages, and all instruments requiring a seal, under the seal of the Limited Liability Company, except where execution thereof shall be expressly delegated by the Board of Managers to some other Officer.

7.10  Secretary, Assistant Secretary.  The Secretary shall attend all meetings of the Board of Managers and all meetings of the Members and record all votes and the minutes of all proceedings in a book which he/she shall keep or cause to be kept for this purpose, and shall perform like duties for the standing committees when required. The duties of the Secretary can be delegated to an Assistant Secretary subsequent to the appointment of an Assistant Secretary by the Board of Managers.  He/she shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Managers, and shall perform such other duties as may be prescribed by the Board or Managers or President, under whose supervision he/she shall be. He/she shall keep in safe custody the seal of the Limited Liability Company and, when authorized by the Board, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of the Assistant Secretary.

7.11  Treasurer.  The Treasurer shall have the custody of the corporate funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Limited Liability Company and shall deposit all monies and other valuable effects belonging to the Limited Liability Company in the name and to the credit of the Limited Liability Company in such depositories as may be designated by the Board of Managers.

VIII.  CERTIFICATES OF MEMBERSHIP INTERESTS

8.1  Certificates of Membership Interests.  Each holder of Membership Interests shall be entitled to one or more certificates which shall certify the number of units of Membership Interests held in the Limited Liability Company.  However, no certificate shall be issued until such interests are fully paid. The certificates of Membership Interests in the Limited Liability Company shall be numbered and shall be entered in books of the Limited Liability Company as they are issued. They shall exhibit the holder's name and number of units of Membership Interest  and class of Membership Interests represented thereby, and a statement that the Limited Liability Company is organized under the laws of the State of Georgia. Each certificate shall be signed by the Chairman of the Board or President and the Secretary or Assistant Secretary.

8.2  Lost, Stolen or Destroyed Certificates.  The Limited Liability Company may issue a new certificate for units of Membership Interests in place of any certificate previously issued by it and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Managers, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate or certificates to advertise the same in such manner as it shall require or give the Limited Liability Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Limited Liability Company with respect to the certificate alleged to have been lost, stolen or destroyed, or both.

8.3  Transfer of Membership Interests.  Subject to the laws of the State of Georgia and the terms of this Operating Agreement and any other Agreement which may be relevant thereto, Membership Interests in the Limited Liability Company shall be transferable upon the books of the Limited Liability Company by the holders thereof, upon surrender and cancellation of certificate(s) for a like number of Membership Interests, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Limited Liability Company or its Board of Managers may reasonably require.  The transferee or assignee of any Member's interest shall have no right to participate in the management of the business and affairs of the Limited Liability Company or to become a Member unless and until the transfer or assignment shall have been reviewed and approved by the Board of Managers as being in full compliance with all of the requirements therefor or, in the alternative, the Members, other than the transferring or assigning Members, unanimously approve, in writing, the transfer or assignment to the transferee or assignee.

8.4  Restrictions on Transfer.  No Member in this Limited Liability Company shall offer, sell, transfer, pledge or hypothecate any stock in this Limited Liability Company, except according to the provisions of this Operating Agreement and any other Agreement which may be relevant.

8.5  Registered Members.  The Limited Liability Company shall be entitled to treat the holder of record of any Membership Interest as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Membership Interest on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the state of Georgia.

8.6  Transfer Agent/Registrar.  The Board of Managers may appoint one or more Transfer Agents and one or more Registrars and may require each stock certificate to bear the signature or signatures of a Transfer Agent or a Registrar or both.

IX.  PROFITS, LOSSES AND ACCOUNTING

9.1  Allocation of profits and losses:

(A)  Except as otherwise provided herein, net profits and losses of the Limited Liability Company (including profits and losses attributable to the sale or other disposition of all or any portion of the Limited Liability Company's property) shall be allocated among or be borne by the Members initially in the percentages listed in Exhibit A, which is attached hereto and made a part hereof, or thereafter in accordance with their capital accounts, as those may change as provided herein.

(B)  Notwithstanding any provision of this Operating Agreement to the contrary, to the extent required by law, income, gain, loss and deduction attributable to property contributed to the Limited Liability Company by a Member shall be allocated among the Members so as to take into account any variation between the tax basis of the property and the fair market value thereof at the time of contribution, in accordance with the requirements of Section 704(c) of the Internal Revenue Code of 1986 (the ``Code''), as amended, or its counterpart in any subsequently‑enacted Internal Revenue Code, and the applicable Treasury Regulations (the ``Regulations'') thereunder.

(C)  Limited Liability Company profits, losses and gains shall be allocated to the Members in accordance with the portion of the year during which the Members have held their respective interests.  All items of income and loss shall be considered to have been earned ratably over the fiscal year of the Limited Liability Company, except that gains and losses arising from the disposition of assets shall be taken into account as of the date thereof.

(D)  Notwithstanding any provision of this Agreement to the contrary, in the event the Limited Liability Company is entitled to a deduction for imputed interest under any provision of the Code on any loan or advance from a Member, such deduction shall be allocated solely to such Member.

(E)  Notwithstanding any provision of this Agreement to the contrary, to the extent the payment of any expenditure by the Limited Liability Company is treated as a distribution to a Member for federal income tax purposes, there shall be a gross income allocation to such Member in the amount of such distribution.

(F)  Notwithstanding any provision of this Agreement to the contrary, if items of income or gain to be allocated include income or gain treated as ordinary income for federal income tax purposes because they are attributable to the recapture of depreciation under Section 1245 or 1250 of the Code, then such income or gain, to the extent treated as ordinary income, shall be allocated to, and reported by, the Members in proportion to their then respective cumulative allocations of depreciation.

9.2 Accounting:

(A)  The Limited Liability Company books shall be kept on the accrual basis and in accordance with generally accepted accounting principles.

(B)  The fiscal year of the Limited Liability Company shall end on December 31.

(C)  The terms ``net profits'' and ``net losses,'' as used herein, shall mean the net amount of the Limited Liability Company's profits and losses, as determined for federal income tax purposes, and shall also include each member's share of income described in Section 705(a)(1)(B) of the Code, any expenditures described in Section 705(a)(2)(B) of the Code, any expenditures described in Section 709(a) of the Code which are not deducted or amortized in accordance with Section 709(b) of the Code, basis adjustments required pursuant to former Section 48(q) of the Code, and losses not deductible pursuant to Section 267(a) or 707(b) of the Code.

9.3 Member's Capital Accounts:

(A)  There shall be maintained a capital account for each Member in accordance with this Section 9.3.  The amount of each Member's contribution of cash, property and or services to the capital of the Limited Liability Company shall be credited to such Member's capital account.  From time to time, but not less often than quarterly, each Member's share of profits, losses and distributions shall be credited or charged, as the case may be, to such Member's capital account.  The determination of a Member's capital account, and any adjustments thereto, shall be made in a manner consistent with tax accounting and other principles set forth in Section 704 of the Code and applicable Regulations thereunder.

(B)  If, at any time, the Limited Liability Company shall suffer a loss as a result of which the capital account of any Member shall be a negative amount, such loss shall be carried as a charge against that Member's capital account, and that Member's share of subsequent profits of the Limited Liability Company shall be applied to erase such capital account deficit.

(C)  Immediately following the transfer of any interest in the Limited Liability Company, the capital account of the transferee‑Member shall be equal to the capital account of the transferor‑Member attributable to the transferred interest.

(D)  For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in the Member's capital account, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes, taking into account any adjustments required pursuant to Section 704 of the Code and the applicable Regulations thereunder.

X.  GENERAL PROVISIONS

10.1  Distributions.  The Board of Managers of the Limited Liability Company may from time to time, declare and the Limited Liability Company thereupon shall pay distributions on its outstanding Membership Interests in cash or property, except when the Limited Liability Company is insolvent or when the payment or distribution thereof would render the Limited Liability Company insolvent or the declaration or payment thereof would be contrary to any restrictions contained in either statute or the Articles of Organization of the Limited Liability Company or this Operating Agreement.

10.2  Reserves.  Before payment of any distribution, there may be set aside out of any funds of the Limited Liability Company available for distributions, such sum or sums as the Board of Managers from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing distributions, or for repairing or maintaining any property of the Limited Liability Company, or for such other purpose as the Board of Managers shall think conducive to the interest of the Limited Liability Company, and the Board of Managers may modify or abolish any reserve in the manner by which it was created.

10.3  Checks.  All checks or demands for money and notes of the Limited Liability Company shall be signed by such Officer or Officers or such other person or persons as the Board of Managers may from time to time designate.

10.4  Fiscal Year/Annual Audit.  The fiscal year of this Limited Liability Company shall end at the close of business on the thirty-first (31st) day of December. An annual opinion audit of the company's financial statement will be performed by an licensed Certified Public Accountant, in accordance with generally accepted auditing standards.

10.5  Official Limited Liability Company Seal.  If deemed advisable by the Board of Managers, the Limited Liability Company may adopt an official seal in such form as the Board of Managers may from time to time determine. The official seal shall have inscribed thereon the name of the Limited Liability Company. Said official seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

10.6  Inspection of Books.  Any Manager or Member of the Limited Liability Company shall have the right to inspect the books and financial records of the Limited Liability Company during regular business hours.

10.7  Annual Statements.  Not later than four months after the close of each fiscal year, and in any case prior to the next annual meeting of Members, the Limited Liability Company shall prepare: (1) a balance sheet showing in reasonable detail the financial condition of the Limited Liability Company as of the close of said fiscal year, and (2) a profit and loss statement showing the results of its operations during said fiscal year. Upon written request, the Limited Liability Company promptly shall mail to any Member of record a copy of either of the most recent such balance sheet or profit and loss statement.

10.8  Appointment of Agents.  The President shall be authorized and empowered in the name and as the acting head of the Limited Liability Company to name and appoint general and special agents, representatives, and attorneys to represent the Limited Liability Company in the United States or in any foreign country or countries and to name and appoint attorneys and proxies to vote any share of stock or other ownership interest in any other corporation, partnership, limited liability company or other business organization at any time owned or held of record by the Limited Liability Company, and to prescribe, limit and define the powers and duties of such agents, representatives, attorneys, and proxies and to make substitution, revocation, or cancellation in whole or in part of any power or authority conferred on any such agent, representative, attorney, or proxy. All powers of attorney or instruments under which such agents, representatives, attorneys, or proxies shall be so named and appointed shall be signed and executed by the President.

XI. PARLIAMENTARY PROCEDURES

11.1  Roberts Rules of Order.  Robert's Rules of Order, Revised shall govern in all meetings of the Limited Liability Company, Board of Managers and committees in all cases to which they are applicable and in which they are not inconsistent with the statutes, Articles of Organization of the Limited Liability Company, this Operating Agreement or other Agreements of the Limited Liability Company.

XII.  INDEMNIFICATION

12.1  Third Party Suits.  Under the circumstances prescribed in Section 3, the Limited Liability Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Limited Liability Company) by reason of the fact that he/she is or was a manager, officer, employee, or agent of the Limited Liability Company, or is or was serving at the request of the Limited Liability Company as a manager, officer, employee, or agent of any other corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he/she acted in a manner he/she reasonably believed to be in or not opposed to the best interests of the Limited Liability Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement  conviction, or upon a pleas of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Limited Liability Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

12.2  Suits by Limited Liability Company.  Under the circumstances prescribed in Section 3, the Limited Liability Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Limited Liability Company to procure a judgment in its favor by reason of the fact that he/she is or was a manager, officer, employee, or agent of the Limited Liability Company, or is or was serving at the request of the Limited Liability Company as a manager, officer, employee, or an agent of another Limited Liability Company, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Limited Liability Company, and, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Limited Liability Company, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

12.3  Right to Indemnification.  To the extent that a manager, officer, employee or agent of the Limited Liability Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 12.1, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him/her in connection therewith. Except as provided in the preceding sentence and except as may be ordered by a court, any indemnification under Section 12.1 shall be made by the Limited Liability Company only as authorized in the specific case upon a determination that indemnification of the manager, officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 12.1. Such a determination shall be made (i) by the Board of Managers by a majority vote of a quorum consisting of Managers who were not individually parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Managers so directs, by independent legal counsel employed by the Limited Liability Company, in a written opinion, or (iii) by the affirmative vote of a majority of the Membership Interests entitled to vote thereon.

12.4  Expenses.  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Limited Liability Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Managers generally or as to a specific case or as to a specific person or persons (designated by name, title or class of persons), upon receipt of an undertaking by or on behalf of the manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Limited Liability Company as authorized in this Article XII.

12.5  Nonexclusivity.  The provisions for indemnification and advancement of expenses provided by this Article XII shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification may be entitled under any agreement or resolution approved by the affirmative vote of the holders of a majority of the Membership Interests entitled to vote thereon taken at a meeting, the notice of which specified that such resolution or agreement would be placed before the Members, both as to action by a manager, officer, employee or agent in his/her official capacity and as to action in another capacity while holding such office or position, except that no such other rights, in respect to indemnification or otherwise, may be provided or granted with respect to the liability of any manager, officer, employee or agent for (a) any appropriation, in violation of his/her duties, of any business opportunity of the Limited Liability Company; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) liabilities of a Manager imposed by Sections 14-11-305(4)(A)(i) and (ii) of the Georgia Limited Liability Company Act; or (d) any transaction from which the manager, officer, employee or agent derived an improper personal benefit.

 12.6  Insurance.

(A)  The Limited Liability Company may purchase and maintain insurance on behalf of any person who is or was a Manager, officer, employee or agent of the Limited Liability Company, or was serving at the request of the Limited Liability Company as a Manager, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Limited Liability Company would have the power to indemnify him/her against such liability under the provisions of this Article XII.

(B)  If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the Members or by an insurance carrier pursuant to insurance maintained by the Limited Liability Company, the Limited Liability Company shall, not later than the next annual meeting of Members unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, send by first class mail to its Members of record at the time entitled to vote for the election of Managers a statement specifying the persons paid, the amounts paid and the nature and status at the time of such payment of the litigation or threatened litigation.

12.7  Right to Participate in Defense.  As a condition to any such right of indemnification, or to receive advancement of expenses, the Limited Liability Company may require that it be permitted to participate in the defense of any such action or proceeding through legal counsel designated by the Limited Liability Company and at the expense of the Limited Liability Company.

12.8  Continuation of Right of Indemnification.  The rights to indemnification and advancement of expenses provided in this Article XII shall continue notwithstanding that a person who would otherwise have been entitled to indemnification or advancement of expenses hereunder shall have ceased to be a Manager, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such persons.

XIII.  EMERGENCY POWERS

13.1  Emergency Operating Agreement.  The Board of Managers may adopt an Emergency Operating Agreement, subject to repeal or change by action of the Members, which shall notwithstanding any provision of law, the Articles of Organization of the Limited Liability Company or this Operating Agreement, be operative during any emergency in the conduct of the business of the Limited Liability Company resulting from an attack on the United States or on a locality in which the Limited Liability Company conducts its business or customarily holds meetings of its Board of Managers or its Members, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Managers or a standing committee thereof cannot readily be convened for action. The Emergency Operating Agreement may make any provision that may be practical and necessary for the circumstances of the emergency.

13.2  Duties.  The Board of Managers, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all Officers or Agents of the Limited Liability Company shall for any reason be rendered incapable of discharging their duties.

13.3  Change of Head Office.  The Board of Managers, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the Officers to do so.

13.4  Term of Operating Agreement.  To the extent not inconsistent with any Emergency Operating Agreement so adopted, this Operating Agreement shall remain in effect during any such emergency and upon its termination the Emergency Operating Agreement shall cease to be operative.

13.5  Notice of Meetings.  Unless otherwise provided in the Emergency Operating Agreement, notice of any meeting of the Board of Managers during any such emergency may be given only to such of the Managers as it may be feasible to reach at the time, and by such means as may be feasible at the time, including publication. radio, or television.

13.6  Quorum.  To the extent required to constitute a quorum at any meeting of the Board of Managers during any such emergency, the Officers of the Limited Liability Company who are present shall, unless otherwise provided in the Emergency Operating Agreement be deemed in order of rank and within the same rank in order of seniority, to be Managers for such meeting.

13.7  Liability.  No Officer, Manager, Agent, or Employee acting in accordance with any Emergency Operating Agreement shall be liable except for willful misconduct. No Officer, Manager, Agent, or Employee shall be liable for any action taken by him/her in good faith in such an emergency in furtherance of the ordinary business affairs of the Limited Liability Company even though not authorized by the Operating Agreement then in effect.

XIV.  CONFLICT OF INTEREST

14.1  Conflict of Interest.  No manager, committee member, officer, agent or employee of the Limited Liability Company shall in any manner, directly or indirectly participate in the deliberation upon the determination of any question affecting his/her pecuniary interest or the pecuniary interest of any corporation, limited liability company, partnership, or association in which he/she is directly or indirectly interested. In the event of the disqualification of any Manager respecting any matter presented to the Board of Managers for deliberation or determination, such Manager shall withdraw from such deliberation or determination; and in such event the remaining qualified Managers present at the meeting, if constituting a quorum with the disqualified Managers, may exercise with respect to this matter, by majority vote, all the Powers of the Board of Managers.

XV.  DISCLOSURE/CONFIDENTIALITY

15.1  Disclosure, Confidentiality.  The officers, managers, members of committees, and employees of the Limited Liability Company shall hold in strictest confidence all transactions of the Limited Liability Company with its Members and all information respecting their personal affairs.

XVI.  DISSOLUTION AND TERMINATION

16.1  Events of Dissolution.  Upon the occurrence of the following events, the Limited Liability Company shall be dissolved: 

(A)  the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member, or any other occurrence which terminates a Member's membership in the Limited Liability Company, except where the Members, other than the effected Member, vote by simple majority of the units of Membership Interests then issued and outstanding to continue the business of the Limited Liability Company;

(B)  the term of the Limited Liability Company expires;

(C)  the Board of Managers sell or transfer substantially all of the assets of the Limited Liability Company;

(D)  the Limited Liability Company ceases its business operations; or

(E)  the Members vote by a ninety percent (90%) majority of the units of Membership Interests then issued and outstanding to dissolve and terminate the Limited Liability Company.

16.2  Winding up After Dissolution.  In the event of the dissolution of the Limited Liability Company, the business and affairs of the Limited Liability Company shall continue to be governed by this Operating Agreement during the winding up of the Limited Liability Company's business and affairs.

XVII.  LIQUIDATION

17.1  Liquidation Procedures.  Upon the dissolution and termination of the Limited Liability Company, the Board of Managers shall proceed with the liquidation of the Limited Liability Company and the sale of its assets.  The proceeds of such liquidation shall be applied and distributed in the following order or priority: 

(A)  to the payment of the debts and liabilities of the Limited Liability Company (other than any loans or advances that may have been made by the Members to the Limited Liability Company) and expenses of liquidation;

(B)  to the payment of any loans or advances made to or for the benefit of the Limited Liability Company by a Member, or for any compensation owed to any of the Managers, but if the amount available for repayment shall be insufficient, then the amount available shall be distributed among the applicable Members through the use of a fraction whose numerator is the amount owed to a single member and whose denominator is the total amount owed to all members;

(C)  to the setting up of any reserves which the Board of Managers may deem reasonably necessary in order to meet any contingent or unforeseen liabilities or obligations of the Limited Liability Company  arising out of, or in connection with, the business of the Limited Liability Company.  Said reserves shall be paid over by the Board of Managers to any financial institution, as escrow agent, with trust authority in the county in which the principal accounting records of the Limited Liability Company have been maintained in order to be held by it for the purpose of disbursing such reserves in payment of any of the aforementioned contingencies or liabilities; and at the expiration of such period as the Board of Managers shall deem advisable, the financial institution shall distribute the balance remaining in the manner provided in this Section 17.1 and in the order named above; and

(D)  to the payment of the balance, if any, of the respective capital accounts of the Members, if any.

17.2  Articles of Dissolution.  When all of the acts provided for in Section 17.1 have been accomplished, the Board of Managers shall file such Certificate of Termination and any other certificate or notice or filing required in the State of Georgia and in any other state that may be required by law.

XVIII.            AMENDMENTS

18.1  Amendment by the Board of Managers.  This Operating Agreement may be amended by the Board of Managers without the approval of the Members, provided that such amendment is:

            (A)  solely for the purpose of clarification and does not change the substance hereof;

(B)  for the purpose of substituting a Member in accordance with the provisions of this Operating Agreement and in accordance with the Members Agreement;

(C)  merely an implementation of the terms of this Agreement; or

(D)  in the opinion of counsel for the Limited Liability Company, necessary or appropriate to satisfy current requirements of the Internal Revenue Code of 1986, as amended, with respect to limited liability companies, or any federal or state financial institution or securities laws or regulations.

Any amendment made pursuant to (A) or (C) may be made effective as of the date of this Operating Agreement.  All Members shall be notified as to the substance of any such amendment to this Agreement and, upon request, shall be furnished a copy thereof.

18.2  Amendments by Members.  All other amendments to this Operating Agreement shall require the approval of Members holding at least two-thirds (2/3) of all Units of Membership Interests outstanding and entitled to vote. The number of Units of Membership Interests shall be counted; the amount or value of Capital Accounts shall be ignored for voting purposes.

IN WITNESS WHEREOF, the Members have entered into this Agreement and have hereunto set their hands and seals, as of the effective date first written above. 

MEMBERS: