APPENDIX 4

Provision of LLC Operating Agreement Creating Classes of Voting and Nonvoting Membership Interest, with Nonvoting Preferred Interests

____1. Definitions. For purposes of this Section:

“Class A Member” shall mean the holder of one or more Class A Voting Units.

“Class B Member” shall mean the holder of one or more Class B Non-Voting Units.

“Class A Voting Units” shall mean Units entitling the owner thereof to all rights set forth in the definition of “Membership Interest” below, including but not limited to the right to vote on matters affecting the business or operations of the Company that require an affirmative vote of the Members.

“Class B Non-Voting Units” shall mean Units entitling the owner thereof to all rights set forth in the definition of “Membership Interest” below except for the right to vote on matters affecting the business or operations of the Company that require an affirmative vote of the Members, and shall include both Class B Common Equity Units and Class B Preferred Equity Units.

“Class B Preferred Equity Member” shall mean each owner of one or more Class B Preferred Equity Units.

“Class B Preferred Equity Units” shall mean all issued and outstanding Class B Non-Voting Units designated by the Managers as “Class B Preferred Equity Units” pursuant to Sections __.2 and __.3 of this Agreement at the time of issuance, the holders of which shall have the rights and preferences as shall be determined by the Managers and approved by majority vote of the Class A Members at the time of issuance.

“Class B Common Equity Units” shall mean all issued and outstanding Class B Non-Voting Units other than Class B Preferred Equity Units.

“Membership Interest” means all of the rights of a Member in the Company, including a Member’s: (i) Interest; (ii) right to inspect the Company’s books and records; (iii) with respect to Members owning Class A Voting Rights only, the right to participate in the management of and vote on matters coming before the Company; and (iv) unless this Agreement or the Articles of Organization provide to the contrary, right to act as an agent of the Company.

____2. Units; Classes of Units. Ownership rights and Membership Interests in the Company are reflected in capital membership units (“Units” or “Units of Membership Interest”), all as recorded in the books and records of the Company. Units may be issued in two classes: Class A Voting Units and Class B Non-Voting Units. Class B Non-Voting Units may be either Class B Preferred Equity Units or Class B Common Equity Units, and the Managers shall designate each Class B Non-Voting Unit as either a Class B Preferred Equity Unit or a Class B Common Equity Unit in writing at the time of issuance. The holders of Class B Preferred Equity Units shall have such rights, benefits and preferences as shall be determined by the Managers and approved by the Class A Members at the time of designation. Unless otherwise set forth in this Agreement, each Unit: (a) if a Class A Voting Unit, has equal governance rights with every other Class A Voting Unit and in matters subject to a vote of the Class A Members has one (1) vote and (b) has equal rights with every other Unit with respect to sharing of profits and losses and with respect to Distributions attributable to the Units.

____3. Authorized and Issued Units; Classes of Units. (a) The aggregate number of Units that may be issued by the Company shall be One Million (1,000,000) (the “Authorized Units”). Of the Authorized Units, 800,000 shall be designated as Class A Voting Units and 200,000 shall be designated as Class B Non-Voting Units. One Hundred Thousand (100,000) Units shall be issued to the Initial Members as set forth in paragraph (b) below, with the remaining Nine Hundred Thousand (900,000) Units being reserved for issuance by affirmative vote of the Class A Members to new and existing Members as provided in this Agreement.

(b) The number of Units issued by the Company to the Initial Members as of the date hereof, and their designation as Class A Voting Units and Class B Non-Voting Units, shall be as set forth on Exhibit A hereto, which exhibit may be amended from time to time by the Managers to reflect the then existing Unit ownership of record.

(c) The Managers are hereby authorized to issue options to officers, employees, agents and consultants of or to the Company in exchange for services rendered to acquire Class B Common Equity Units in amounts (including but not limited to themselves and other Members) in such amount as the Class A Members may approve from time to time pursuant to Section 5.1.3 hereof (“Bonus Units”), provided that any person, firm or entity receiving any additional Units or Bonus Units under this paragraph, if not already a Member of the Company, shall be required to execute and deliver this Operating Agreement and agree in writing to be bound by its terms as a condition to receiving such Bonus Units. The issuance of any such options or Bonus Units may be subject to such vesting periods and other conditions as the Managers may determine in accordance with Section 3.5 of this Agreement. A true and correct list of all Persons currently entitled to options to acquire Class B Common Equity Units for services rendered to the Company is attached to this Agreement as Exhibit “D” and made a part hereof.

(d )The number of Authorized Units may be increased by such amounts as shall be determined by the affirmative vote of a majority in interest of the Class A Members pursuant to Section ________ of this Agreement.

____4. Certificates Evidencing Units. (a) The Company may, with the approval of the Managers, issue certificates reflecting Units (each, a “Certificate”) held by a Member. Additionally, at the written request of a Member, the Company will provide certified statements of ownership interests, stating the number of Units owned, as well as (i) the percentage that such Units represent of the respective class of Units and (ii) any effective assignments of rights under those Units, as of the date the statement is provided. Certificates, if issued, shall be signed by a Manager and shall certify the number of Units held by that Member. Certificates for Units shall be issued only when the Units are fully paid. All Certificates shall bear a legend substantially in the form set forth below reflecting that (x) they are subject to the terms and conditions of this Agreement, if and as amended, and (y) they represent “restricted securities” within the meaning of the Securities Act of 1933, as amended, specifically reading as follows:

“TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF _______________________________ , LLC (THE “COMPANY”), AS AMENDED. THAT AGREEMET PROVIDES FOR VARIOUS LIMITATIONS AND OBLIGATIONS AND ALL THE TERMS THEREOF ARE INCORPORATED HEREIN. THE COMPANY WILL FURNISH A COPY OF THE AGREEMENT WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES ACT OF ANY STATE OR JURISDICTION (THE “STATE ACTS”). THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH OFFER, SALE OR TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR IN THE OPINION OF COUNSEL TO THE COMPANY, THE PROPOSED DISPOSITION FALLS WITHIN A VALID EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND THE STATE ACTS.”

All such Certificates shall be transferable upon the books of the Company upon, in addition to compliance with other applicable provisions of this Agreement, surrender and cancellation of Certificate(s) for a like number of Units, 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 Company or its agents may reasonably require.

(b) The Company may issue a new Certificate in place of any Certificate previously issued by it and alleged to have been lost, stolen or destroyed. The Company may require the owner or the owner’s legal representative to give the Company a bond containing such terms as the Company may require to protect the Company or any Person injured by the 7execution and delivery of a new Certificate.

____5. Consideration for Units; Conditions on Membership Rights. (a) The determination of when and for what consideration the Company will issue additional Units to new Members shall be made by the Managers. The books and records of the Company shall state the value and nature of the contribution received by the Company and the number and classification of Units received in return by any and all new Members.

(b) Notwithstanding anything to the contrary in this Agreement, the Managers may in their sole discretion, prior to the issuance of any Units (other than any issuance to the Initial Member as contemplated by this Agreement), impose conditions or restrictions, in the manner set forth below, on the ownership rights inuring to such Units. These conditions or restrictions may include, but shall not be limited to:

(i) Vesting Requirements. The vesting of ownership rights in the Units may be conditioned upon the attaining quantified benchmarks based on time of service, financial performance, etc.

(ii) Transferability Restrictions. The transferability of the Units may be subject to special restrictions.

(iii) Other Restrictions. Other rights afforded the Units under this Agreement may be limited or otherwise restricted (i.e., voting rights, Distribution rights, etc.).

(c) The Managers’ discretion to restrict ownership rights under this Section may only be imposed in connection with the initial issuance of the affected Units. Each Member receiving Units subject to this Section shall receive a written notice of restriction (the “Restriction Notice”) executed by the Managers setting forth in detail the nature of the restriction and the duration of time for which it is effective. The affected Member’s prior acceptance, execution and delivery of the Restriction Notice to the Company shall be a condition precedent to the issuance of the Units subject to the Restriction Notice.