Limited Liability Company
Operating Agreement
Other Activities, Dissolution & Winding Up

IX. OTHER ACTIVITIES

Any Member and the Managers may engage in other business ventures of every nature, including, without limitation by specification, the ownership of another business similar to that operated by the Company. Neither the Company nor any of the other Members shall have any right or interest in any such independent venture or to the income and profits derived therefrom.

X. DISSOLUTION AND WINDING UP

1. Dissolution. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following events:

1. At any time specified in the Articles or this Operating Agreement;
2. Upon the happening of any event specified in the Articles or this Operating Agreement;
3. By the unanimous consent of all Members;
4. Upon the death, withdrawl, expulsion, bankruptcy, or dissolution of a Member or the occurence of any other event that terminates the continued membershios of a Member in the Company unless within Ninety (90) days after the disassociation of membership, a majority in interest of the remaining Members consent to continue the business of the Company and to the admission of one or more Members as necessary.

2. Winding Up. Upon dissloution, the Company shall cease carrying on its business and affairs and shall commense the winding up of the Company's business and affairs and complete the winding up as soon as practible. Upon the winding up of the Company, the assets of the Company shall be distributed first to creditors to the extent permitted by law, in satisfaction of Company debts, liabilities, obligations ant then to Members and former Members first, in satisfation of liabilities for distributions and then, in accordance with their Sharing Ratios. Such proceeds shall be paid to such Members within One Hundred Twenty(120) days after the date of winding up.

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