LIMITED LIABILITY COMPANY AGREEMENT

FOR

SOUTHWEST REGION PORTABILITY COMPANY, L.L.C.

A DELAWARE LIMITED LIABILITY COMPANY

THE SECURITIES ISSUED PURSUANT TO OR REPRESENTED BY THIS

AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES

LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM

THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SAID ACT AND

SUCH LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,

DELIVERED AFTER SALE, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED

OR OTHERWISE DISPOSED OF UNLESS REGISTERED AND QUALIFIED UNDER

APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR UNLESS, IN THE

OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION

AND QUALIFICATION ARE NOT REQUIRED. ANY TRANSFER OF SUCH SECURITIES

IS SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS SET FORTH

HEREIN.

SUCH SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY

THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES

COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE

FOREGOING AUTHORITIES PASSED ON OR ENDORSED THE MERITS OF THIS

OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

LIMITED LIABILITY COMPANY AGREEMENT

FOR

SOUTHWEST REGION PORTABILITY COMPANY, L.L.C.

A Delaware Limited Liability Company

This Limited Liability Company Agreement for Southwest Region
Portability Company,

L.L.C. (this \"Agreement\"), dated as of March 15, 1997, is adopted,
executed and agreed to,

for good and valuable consideration, by the Members (as defined below).

ARTICLE I

DEFINITIONS

1.0 Definitions. As used in this Agreement, the following terms have the
following

meanings:

1.0.1 Act: means the Delaware Limited Liability Company Act and any
successor

statute, as amended from time to time.

1.0.2 Administrative Expenses: means those expenses incurred by the
Company in the

ordinary course of its operations, including but not limited to,
expenses incurred

for insurance, bank accounts and banking services, resident agents of
the

Company, professional services, postage, letterhead, office supplies and

materials, and services related to the issuance of any RFP, amounts
related to the

supervision and oversight of the Prime Vendor, and any another
contractor, and

a reasonable reserve for working capital. Administrative Expenses do not
include

any of the expenses of developing, implementing or maintaining the SMS

Database.

1.0.3 Affiliate or Affiliation: means a Person who controls, is
controlled by, or is under

the direct or indirect common control with another Person. A Person
shall be

deemed to control another if such Person possesses, directly or
indirectly, (i) an

equity interest by stock, partnership (general or limited) interest,
joint venture

participation, or member interest in the other Person in excess of ten
percent

(10%) or more of the total outstanding equity interests in the other
Person, or

\(ii\) the power to vote ten percent (10%) or more of the securities (by
stock,

partnership \[general or limited\] interest, joint venture participation
or member

interest) having ordinary voting power for the election of directors,
general

partner, or management of such other Person, or (iii) the power to
direct or cause

the direction of the management and policies of such other Person,
whether

through the ownership of or right to vote voting rights attributable to
the stock,

partnership (general or limited) interest, joint venture participation,
or member

interest of such other Person, by contract (including, but not limited
to

stockholder agreement, partnership \[general or limited\] agreement,
joint venture

agreement, or operating agreement), or otherwise.

1.0.4 Assignee: means any Person that acquires Membership Rights or any
portion

thereof (including a Membership Interest) through a Disposition;
provided,

however, that an Assignee shall have no right to be admitted to the
Company as

a Member except in accordance with Section 3.3(a). The Assignee of a
dissolved

Member is the shareholder, partner, member or other equity owner or
owners of

the dissolved Member to whom such Member\'s Membership Rights are
assigned

by the Person conducting the liquidation or winding up of such Member.
The

Assignee of a Bankrupt Member is the Person or Persons (if any) to whom
such

Bankrupt Member\'s Membership Rights are assigned by order of the
bankruptcy

court or other governmental authority having jurisdiction over such
Bankruptcy;

or in the event of a general assignment for the benefit of creditors,
the creditor

to which such Membership Rights are assigned.

1.0.5 Authorized Carrier: means a Person who possesses the requisite
authority under

the laws of any state in the Southwest Region to engage in the provision
to the

public of facilities-based wireline or wireless local exchange
telecommunications

services in any state in the Southwest Region.

1.0.6 Bankrupt Member: means (except to the extent a Majority Vote
consents

otherwise) any Member

\(a\) that

\(i\) makes a general assignment for the benefit of creditors;

\(ii\) files a voluntary bankruptcy petition;

\(iii\) becomes the subject of an order for relief or is declared
insolvent

in any federal or state bankruptcy or insolvency proceedings;

\(iv\) files a petition or answer seeking for the Member a
reorganization,

arrangement, composition, readjustment, liquidation, dissolution,

or similar relief under any law;

\(v\) files an answer or other pleading admitting or failing to contest
the

material allegations of a petition filed against the Member in a

proceeding of the type described in subclauses (i) through (iv) of

this clause (a); or

\(vi\) seeks, consents to, or acquiesces in the appointment of a
trustee,

receiver, or liquidator of the Member\'s or of all or any substantial

part of the Member\'s properties; or

\(b\) against which, a proceeding seeking reorganization, arrangement,

composition, readjustment, liquidation, dissolution, or similar relief
under

any law has been commenced and 120 days have expired without dismissal

thereof or with respect to which, without the Member\'s consent or

acquiescence, a trustee, receiver, or liquidator of the Member or of all
or

any substantial part of the Member\'s properties has been appointed and
90

days have expired without the appointment\'s having been vacated or

stayed, or 90 days have expired without the appointment\'s having been

vacated or stayed, or 90 days have expired after the date of expiration
of

a stay, if the appointment has not previously been vacated.

1.0.7 Business Day: means any day other than a Saturday, a Sunday, or a
holiday on

which national banking associations in the State of Delaware are closed.

1.0.8 Capital Account: See Section 4.7.

1.0.9 Capital Contribution: means any contribution by a Member to the
capital of the

Company, excluding any assessments for Administrative Expenses.

1.0.10 Code: means the Internal Revenue Code of 1986 and any successor
statute, as

amended from time to time.

1.0.11 Commission: means one or all of the state public utility
commissions in the states

of Texas, Oklahoma, Arkansas, Kansas and Missouri in which Members are

porting numbers or intend to port numbers under the Master Contract.

1.0.12 Commission Representative: means the Commission employee
designated by a

Commission to serve as the Commission\'s designated representative or
alternate

for purposes of attending all meetings of the Members and participating
as a non-

voting party.

1.0.13 Company: means Southwest Region Portability Company, L.L.C., a
Delaware

limited liability company.

1.0.14 Default Interest Rate: means a rate per annum equal to the lesser
of (a) the

varying rate per annum that is equal to the interest rate publicly
quoted by the

Wall Street Journal from time to time as the prime commercial or similar

reference interest rate, with adjustments in that varying rate to be
made on the

same date as any change in that rate, plus 3% and (b) the maximum rate

permitted by applicable law.

1.0.15 Dispose, Disposing, or Disposition: means with respect to any
asset (including

Membership Rights or any portion thereof including a Membership
Interest).

\(a\) a sale, assignment, transfer, conveyance, gift, exchange or other

disposition of such asset, whether such disposition be voluntary,

involuntary or by operation of law, including (i) a merger or
consolidation

of an entity that owns such asset, (ii) a conversion of such entity into

another type of entity, or a distribution of such asset in connection
with

the dissolution, liquidation, winding up or termination of such entity

(unless, in the case of dissolution, such entity\'s business is
continued

without the commencement of liquidation or winding-up) and

\(b\) a disposition in connection with, or in lieu of, a foreclosure of
an

Encumbrance; but such terms shall not include the creation of an

Encumbrance.

1.0.16 Encumber, Encumbering, or Encumbrance: means the creation of a
security

interest, pledge, mortgage or other encumbrance, whether such
encumbrance be

voluntary, involuntary or by operation of law.

1.0.17 Extraordinary Majority Vote: means the affirmative vote of
Members holding

among them at least 85% of all Sharing Ratios; provided, however, that
if a

provision of this Agreement provides that an Extraordinary Majority
Vote, for

purposes of such provision, is to be calculated or determined without
reference

to one or more excluded Members, then, solely for purposes of such
provision,

\"Extraordinary Majority Vote\" shall mean the affirmative vote of
Members, other

than the excluded Members, holding among them at least 85% of all
Sharing

Ratios, other than Sharing Ratios held by such excluded Members.

1.0.18 FCC: means the Federal Communications Commission.

1.0.19 General Interest Rate: means a rate per annum equal to the lesser
of (a) the

varying rate per annum that is equal to the interest rate at which the
Company

based on its own financial condition could directly borrow funds from a
third

party lender, with adjustments in that varying rate to be made on the
same date

as any change in that rate, and (b) the maximum rate permitted by
applicable law.

1.0.20 LNP Uploading: means the uploading to the SMS Database of the
information that

is required for telephone numbers in the Southwest Region to be ported
from one

telecommunications carrier to another.

1.0.21 Majority Vote: means the affirmative vote of Members holding
among them at

least a majority of all Sharing Ratios; provided, however, that if a
provision of

this Agreement provides that a Majority Vote, for purposes of such
provision, is

to be calculated or determined without reference to one or more excluded

Members, then, solely for purposes of such provision, \"Majority Vote\"
shall

mean the affirmative vote of Members, other than the excluded Members,
holding

among them at least a majority of all Sharing Ratios, other than Sharing
Ratios

held by such excluded Members.

1.0.22 Master Contract: means the contract between the Company and the
Prime Vendor

relating to the SMS Database for Number Portability.

1.0.23 Member: means any Person executing this Agreement as of the date
of this

Agreement as a member or hereafter admitted to the Company as a member
as

provided in this Agreement, but does not include any Person who has
ceased to

be a member in the Company.

1.0.24 Membership Interest: means a Member\'s share of the income, gain,
loss

distribution and credits of, and the right to receive distributions from
the

Company.

1.0.25 Membership Rights: means with respect to any Member (a) that
Member\'s status

as a Member; (b) that Member\'s Membership Interest; (c) all other
rights,

benefits and privileges enjoyed by that Member (under the Act, this
Agreement

or otherwise) in its capacity as a Member, including that Member\'s
right to vote,

consent and approve and otherwise to participate in the management of
the

Company; and (d) all obligations, duties and liabilities imposed on that
Member

(under the Act, this Agreement or otherwise) in its capacity as a
Member,

including any obligations to make Capital Contributions.

1.0.26 Number Portability: means number portability as defined in the

Telecommunications Act of 1996: the ability of users of
telecommunications

services to retain, at the same location, existing telecommunications
numbers

without impairment of quality, reliability, or convenience when
switching from

one telecommunications carrier to another.

1.0.27 Permitted Transferee: See Section 3.3(b).

1.0.28 Person: means a natural person, partnership (whether general or
limited and

whether domestic or foreign), limited liability company, foreign limited
liability

company, trust, estate, association, corporation, custodian, nominee, or
any other

individual or entity in its own or any representative capacity.

1.0.29 Prime Vendor: means the Person who enters into the Master
Contract with the

Company to: (a) establish, administer and maintain the number porting

administration center and the SMS Database, and (b) perform other duties

associated with the number porting administration center and SMS
Database as

directed by the Company. The Prime Vendor shall provide access to all
such

services in the Southwest Region on a nondiscriminatory basis, including

providing access to Persons that are not telecommunications carriers,
but assist

carriers with Number Portability.

1.0.30 Proceeding: See Section 8.0.

1.0.31 Request for Proposal or RFP: means the Request for Proposal for
the

establishment, administration and maintenance of the number porting

administration center and SMS Database necessary for implementation of

permanent Number Portability in the Southwest Region.

1.0.32 Securities Act: means the Securities Act of 1933, as amended.

1.0.33 Sharing Ratio: means subject in each case to adjustments on
account of

Dispositions of Membership Rights permitted by this Agreement, (a) in
the case

of a Member executing this Agreement as of the date of this Agreement or
a

Person acquiring those Membership Rights, the percentage specified for
that

Member as its Sharing Ratio on Exhibit A, and (b) in the case of
Membership

Rights issued pursuant to Section 3.4, the Sharing Ratio established
pursuant

thereto.

1.0.34 SMS Database: means the service management system developed and
maintained

by the Prime Vendor pursuant to the Master Contract which will permit

telecommunications carriers and Persons who provide services to

telecommunications carriers to obtain telephone number information and
services

from the Prime Vendor to facilitate porting of telephone numbers. The
SMS

Database shall include the information, database, hardware and software
platforms

and programs, technology, equipment and materials developed or used by
the

Prime Vendor to provide such services.

1.0.35 Supermajority Vote: means the affirmative vote of Members holding
among them

at least 75% of all Sharing Ratios; provided, however, that if a
provision of this

Agreement provides that a Supermajority Vote, for purposes of such
provision,

is to be calculated or determined without reference to one or more
excluded

Members, then, solely for purposes of such provision, \"Supermajority
Vote\" shall

mean the affirmative vote of Members, other than the excluded Members,
holding

among them at least 75% of all Sharing Ratios, other than Sharing Ratios
held by

such excluded Members.

1.0.36 Southwest Region: means the region consisting of any or all of
the states of

Texas, Oklahoma, Arkansas, Kansas and Missouri in which Members are
porting

numbers or intend to port numbers under the Master Contract.

1.0.37 Unanimous Vote: means the affirmative vote of Members holding
among them

all of the Sharing Ratios; provided, however, that if a provision of
this

Agreement provides that a Unanimous Vote, for purposes of such
provision, is

to be calculated or determined without reference to one or more excluded

Members, then, solely for the purpose of such provisions, \"Unanimous
Vote\"

shall mean the affirmative vote of Members, other than the excluded
Members,

holding among them all of the Sharing Ratios, other than the Sharing
Ratios held

by such excluded Members.

1.1 Construction. Whenever the context requires, the gender of all words
used in

this Agreement includes the masculine, feminine, and neuter. All
references to

Articles and Sections refer to articles and sections of this Agreement,
and all

references to Exhibits are to Exhibits attached hereto, each of which is
made a

part hereof for all purposes.

ARTICLE II

ORGANIZATION

2.0 Formation. The Company has been formed as a Delaware limited
liability

company by filing a Certificate of Formation with the Delaware Secretary
of State

under and pursuant to the Act on November 27, 1996.

2.1 Name. The name of the Company is \"SOUTHWEST REGION

PORTABILITY COMPANY, L.L.C.\" and all Company business must be

conducted in that name or such other names that comply with applicable
law as

a Majority Vote may select from time to time.

2.2 Registered Office; Registered Agent; Principal Office in the United
States;

Other Offices. The registered office of the Company required by the Act
to be

maintained in the State of Delaware shall be 1013 Centre Road,
Wilmington,

Delaware 19805 or such other office (which need not be a place of
business of

the Company) as a Majority Vote may designate from time to time in the
manner

provided by law. The registered agent of the Company in the State of
Delaware

shall be Corporation Service Company or such other Person or Persons as
a

Majority Vote may designate from time to time in the manner provided by
law.

The principal office of the Company in the United States shall be at
such place

as a Majority Vote may designate from time to time, which need not be in
the

State of Delaware, and the Company shall maintain records there as
required by

section 18-305 of the Act and shall keep the street address of such
principal office

at the registered office of the Company in the State of Delaware. The
Company

may have such other offices as a Majority Vote may designate from time
to time.

2.3 Purpose. The purposes of the Company are as follows:

\(a\) to prepare and issue a Request for Proposals (\"RFP\") to solicit
bids from

vendors interested in entering into the Master Contract to perform the

functions of the Prime Vendor;

\(b\) to develop and implement procedures for reviewing bids from
vendors

responding to the RFP and selecting the Prime Vendor;

\(c\) to ratify, after a bid is selected and before execution of the
Master

Contract, the award of the Master Contract to the Prime Vendor;

\(d\) to negotiate and execute the Master Contract and to negotiate and
execute

other contracts for goods or services, to negotiate changes in terms and

conditions of the Master Contract and any other contract, to renew or

rebid the Master Contract and any other contract, and to terminate the

Master Contract and any other contract as circumstances require;

\(e\) to supervise and oversee the Prime Vendor as well as any
subcontractor

or vendor to ensure compliance with Master Contract requirements;

\(f\) to purchase or own such facilities and other assets as the Company
may,

from time to time, reasonably require for its business; and to exercise
all

other powers necessary to or reasonably related to the Company\'s
business

that may legally be exercised by limited liability companies under the
Act;

\(g\) to engage in all activities necessary, customary, convenient,
incidental or

related to any of the foregoing, and to do so in a manner that does not

discriminate unreasonably against any Member or any non-member

provider of telecommunications service; and

\(h\) to commence actions against any Person if necessary to enforce and

protect the Company\'s rights and assets.

2.4 Foreign Qualification. Prior to the Company\'s conducting business
in any

jurisdiction other than Delaware, the Members shall cause the Company to

comply, to the extent procedures are available and those matters are
reasonably

within the control of the Members, with all requirements necessary to
qualify the

Company as a foreign limited liability company in that jurisdiction. At
the

request of a Majority Vote, each Member shall execute, acknowledge,
swear to,

and deliver all certificates and other instruments conforming with this
Agreement

that are necessary or appropriate to qualify, continue and terminate the
Company

as a foreign limited liability company in all such jurisdictions in
which the

Company may conduct business.

2.5 Term. The Company commenced on the date a Certificate of Formation
was

filed with the Secretary of State of Delaware and shall continue in
existence

perpetually, or until such earlier time as this Agreement may specify.

2.6 No State-Law Partnership. The Members intend that the Company not be
a

partnership (including, without limitation, a limited partnership) or
joint venture,

and that no Member be a partner or joint venturer of any other Member,
for any

purposes other than federal and state tax purposes, and this Agreement
shall not

be construed to suggest otherwise.

ARTICLE III

MEMBERSHIP; DISPOSITIONS OF INTERESTS

3.0 Admission to Membership. Subject to the satisfaction of the other
conditions

of membership set forth in this Agreement, a Person may become a Member
of

the Company provided such Person is an Authorized Carrier and meets one
of the

following criteria:

\(a\) The Authorized Carrier is actually uploading the information to
the SMS

Database that is required for telephone numbers in the Southwest Region

to be ported from one carrier to another (\"LNP Uploading\").

\(b\) For an Authorized Carrier joining the Company prior to the
commercial

availability of Number Portability in any portion of that Authorized

Carrier\'s designated serving area, the Authorized Carrier must express
a

good faith intent in writing to the Company prior to admission as a

Member that it will commence LNP Uploading within 12 months after

Number Portability becomes commercially available in any portion of that

Authorized Carrier\'s designated serving area in the Southwest Region.

\(c\) For an Authorized Carrier joining the Company after the commercial

availability of Number Portability in any portion of that Authorized

Carrier\'s designated serving area, the Authorized Carrier must express
a

good faith intent in writing to the Company prior to admission as a

Member that it will commence LNP Uploading within 12 months after

becoming a Member.

Any Member that ceases to meet these eligibility standards shall (i)
immediately

notify the Company in writing and state the basis for such ineligibility
and (ii)

automatically become inactive and ineligible to vote until such time as
it fulfills

the above eligibility standards and provides the Company with reasonable

evidence confirming that it does so. The membership criteria may be
modified

by the Members from time to time as appropriate. Membership in the
Company

is not a prerequisite to a telecommunications company\'s right to enter
into a

contract with the Primer Vendor to use the SMS Database.

3.1 Initial Members. The initial members of the Company are the Persons
executing

this Agreement as of the date of this Agreement as members, each of
which is

admitted to the Company as a Member.

3.2 Representations and Warranties. Each Member hereby represents and
warrants

to the Company and each other Member that

\(a\) if that Member is a corporation, it is duly organized, validly
existing, and

in good standing under the law of the state of its incorporation and is
duly

qualified and in good standing as a foreign corporation in the
jurisdiction

of its principal place of business (if not incorporated therein);

\(b\) if that Member is a limited liability company, it is duly
organized, validly

existing, and (if applicable) in good standing under the law of the
state of

its organization and is duly qualified, validly existing, and (if
applicable)

in good standing as a foreign limited liability company in the
jurisdiction

of its principal place of business (if not organized therein);

\(c\) if that Member is a partnership, trust, or other entity, it is
duly formed,

validly existing, and (if applicable) in good standing under the law of
the

state of its formation, and if required by law is duly qualified to do

business and (if applicable) in good standing in the jurisdiction of its

principal place of business (if not formed therein), and the
representations

and warranties in the foregoing clauses (a), (b) and (c), as applicable,
are

true and correct with respect to each partner (other than limited
partners),

trustee, or other member thereof;

\(d\) that Member has full corporate, limited liability company,
partnership,

trust or other applicable power and authority to execute and agree to
this

Agreement and to perform its obligations hereunder and all necessary

actions by the board of directors, shareholders, managers, members,

partners, trustees, beneficiaries, or other Persons necessary for the
due

authorization, execution, delivery, and performance of this Agreement by

that Member have been duly taken;

\(e\) that Member has duly executed and delivered this Agreement;

\(f\) that Member\'s authorization, execution, delivery, and performance
of this

Agreement do not conflict with any other agreement or arrangement to

which that Member is a party or by which it is bound; and

\(g\) that Member is familiar with the existing or proposed business and

prospects of the Company; it has asked such questions and conducted such

due diligence concerning such matters and concerning its acquisition of

Membership Rights as it has desired to ask and conduct, and all such

questions have been answered to its full satisfaction; it has such

knowledge and experience in financial and business matters that it is

capable of evaluating the merits and risks of an investment in the

Company; it understands that owning Membership Rights involves various

risks, including the restrictions on Dispositions set forth in Section
3.3,

the lack of any public market for Membership Rights, the risk of owning

its Membership Rights for an indefinite period of time and the risk of

losing its entire investment in the Company; it is able to bear the

economic risk of such investment; it is acquiring its Membership Rights

for investment, solely for its own beneficial account and not with a
view

to or any present intention of directly or indirectly selling,
transferring,

offering to sell or transfer, participating in any distribution or
otherwise

Disposing of all or a portion of its Membership Rights; and it

acknowledges that the Membership Rights have not been registered under

the Securities Act or any other applicable federal or state securities
laws,

and that the Company has no intention and shall not have any obligation

to register or to obtain an exemption from registration for the
Membership

Rights or to take action so as to permit sales pursuant to the
Securities

Act.

3.3 Restrictions on the Disposition and Encumbrances of Membership
Rights.

\(a\) Except as specifically provided in this Section 3.3, a Disposition
of

Membership Rights in the Company may be effected only to a transferee

that meets the eligibility requisites stated in Section 3.0 and upon the

consent of non-transferring Members holding among them more than 51%

of the Sharing Ratios of all Members, which consent may be withheld or

granted at the sole discretion of such Members. Any attempted

Disposition or Encumbrance by a Person of Membership Rights, or any

part thereof, in or in respect of the Company other than in accordance

with this Section 3.3 shall be, and is hereby declared, null and void ab

initio.

\(b\) Notwithstanding the provisions of Section 3.3(a), the Membership
Rights

of any Member in the Company may be transferred without the consent

of the Members if (i) the transfer occurs by reason of or incident to
the

dissolution, liquidation, merger or termination of the transferor
Member,

and (ii) the transferee is a Permitted Transferee. A \"Permitted

Transferee\" is a trust, corporation, limited liability company, or

partnership controlled by such Member or another Person controlling,

controlled by, or under common control with such Member, which meets

the eligibility requisites stated in Section 3.0. For purposes of this
Section

3.3(b), a Person shall be deemed to control another if such Person

possesses, directly or indirectly, (i) an equity interest by stock
partnership

\[general or limited\] interest, joint venture participation, or member

interest in the other Person in excess of fifty (50%) percent or more of
the

total outstanding equity interests in the other Person, or (ii) the
power to

vote fifty (50%) percent or more of the securities (by stock,
partnership

\[general or limited\] interest, joint venture participation, or member

interest) having ordinary voting power for the election of directors,

general partner, or management of such other Person, or (iii) the power

to direct or cause the direction of the management and policies of such

other Person, whether through the ownership of or right to vote voting

rights attributable to the stock, partnership (general or limited)
interest,

joint venture participation, or member interest of such other Person, by

contract (including but not limited to stockholder agreement,
partnership

\[general or limited\] agreement, joint venture agreement, or operating

agreement), or otherwise.

\(c\) The provisions of this Section 3.3 shall cease to apply upon a
written

determination by a Majority Vote, based on the issuance of new final

regulations pursuant to Section 7701 of the Code or other changes in

federal tax law and corresponding changes in applicable state tax laws
or

regulations (to the extent that such changes do not automatically follow
the

changes in federal tax law), to the effect that such provisions are no

longer necessary to cause the Company to be treated as a partnership for

federal and applicable state income tax purposes. On and after the date

of such written determination, a transferee of Membership Rights in the

Company pursuant to a transfer which complies with this Article III
(i.e.,

is to a Permitted Transferee or to a Person admitted in accordance with

Section 3.3(d)) shall be automatically admitted as a Member of the

Company.

\(d\) Subject to the provisions of Section 3.3(e), (f) and (g) of this
Agreement,

\(i\) a Person to whom a Member\'s Membership Rights in the Company are

transferred has the right to be admitted to the Company as a Member with

the Sharing Ratio so transferred to such Person, if (A) the Member

making such transfer grants the transferee the right to be so admitted,
and

\(B\) such transfer complies with and is consented to in accordance with

Section 3.3(a); and (ii) a Permitted Transferee under the circumstances

described in Section 3.3(b) has the right to be admitted to the Company

as a Member with the Sharing Ratio so transferred to the Permitted

Transferee.

\(e\) The Company may not recognize for any purpose any purported

Disposition of all or part of a Member\'s Membership Rights unless and

until the other applicable provisions of Section 3.3 have been satisfied
and

the Members have received, on behalf of the Company, a document

\(i\) executed by both the Member effecting the Disposition (or if the

transfer is on account of the liquidation of the transferor, its

representative) and the Person to which the Membership Rights or

part thereof is Disposed,

\(ii\) including the notice address of any Person to be admitted to the

Company as a Member and its agreement to be bound by this

Agreement in respect of the Membership Rights or part thereof

being obtained,

\(iii\) setting forth the Sharing Ratios after the Disposition of the

Member effecting the Disposition and the Person to which the

Membership Rights or part thereof is Disposed (which together

must total the Sharing Ratio of the Member effecting the

Disposition before the Disposition), and

\(iv\) containing a representation and warranty that the Disposition was

made in accordance with all applicable laws and regulations

(including securities laws) and, if the Person to which the

Membership Rights or part thereof is Disposed is to be admitted

to the Company, its representation and warranty that the

representations and warranties in Section 3.2 are true and correct

with respect to that Person. Each Disposition and, if applicable,

admission complying with the provisions of this Section 3.3(e) is

effective as of the first day of the calendar month immediately

succeeding the month in which the Members receive the

notification of Disposition and the other requirements of this

Section 3.3 have been met.

\(f\) For the right of a Member to Dispose of Membership Rights or any
part

thereof or of any Person to be admitted to the Company in connection

therewith to exist or be exercised,

\(i\) either (A) the Membership Rights or part thereof subject to the

Disposition or admission must be registered under the Securities

Act of 1933, as amended, and any applicable state securities laws

or (B) the Company must receive a favorable opinion of the

Company\'s legal counsel or other legal counsel acceptable to a

Majority Vote to the effect that the Disposition or admission is

exempt from registration under those laws, and

\(ii\) the Company must receive a favorable opinion of the Company\'s

legal counsel or of other legal counsel acceptable to a Majority

Vote to the effect that the Disposition or admission, when added

to the total of all other sales, assignments or other Dispositions

within the preceding 12 months, would not result in the

Company\'s being considered to have terminated within the

meaning of the Code. A Majority Vote, however, may waive the

requirements of this Section 3.3(f).

\(g\) The Member effecting a Disposition and any Person admitted to the

Company in connection therewith shall pay, or reimburse the Company

for, all costs incurred by the Company in connection with the
Disposition

or admission (including, without limitation, the legal fees incurred in

connection with the legal opinions referred to in Section 3.3(f) of this

Agreement) on or before the tenth day after the receipt by that Person
of

the Company\'s invoice for the amount due. If payment is not made by

the date due, the Person owing that amount shall pay interest on the

unpaid amount from the date due until paid at a rate per annum equal to

the Default Interest Rate.

\(h\) Notwithstanding anything to the contrary in this Agreement if a
Member

is dissolved or terminated, the powers of that Member with respect to
the

Membership Rights of the Member (other than the Membership Interest)

may not be exercised by its legal representative or successor or any
other

Person.

3.4 Additional Members. Additional Persons may be admitted to the
Company as

Members and Membership Rights may be created and issued to those Persons
and

to existing Members at the direction of a Majority Vote, following a

determination by the Company\'s legal counsel that the Person seeking
admittance

qualifies under the eligibility requisites stated in Section 3.0. The
terms of

admission or issuance must specify the Sharing Ratios applicable
thereto. Any

such admission also must comply with the provisions of Section 3.3(d)(i)
and (ii)

and is effective only after the new Member has executed and delivered to
the

Members a document including the new Member\'s notice address, its
agreement

to be bound by this Agreement, and its representation and warranty that
the

representations and warranties in Section 3.2 are true and correct with
respect to

it and that the new Member has contributed its initial Capital
Contribution and

paid its proportionate share of prior assessments of Administrative
Expenses, as

required by Section 4.6. The provisions of this Section 3.4 shall not
apply to

Dispositions of a Membership Interest.

3.5 Interests in a Member; Encumbrances of Membership Rights. A Member

may not cause or permit an interest, direct or indirect, in itself to be
Disposed of

such that, after the Disposition, the Company would be considered to
have

terminated within the meaning of section 708 of the Code. A Member may
not

Encumber all or any portion of its Membership Rights without the consent
of the

non-Encumbering Members holding among them more than 51% of the Sharing

Ratios of all Members; provided, however, that this Section 3.5 shall
not apply

to Encumbrances by a Member in favor of one of its Affiliates.

3.6 Confidential Information; Intellectual Property.

\(a\) In addition to the other rights specifically set forth in this
Agreement, each

Member and each Assignee is entitled to all information to which that

Member is entitled to have access pursuant to section 18-305 of the Act

under the circumstances and subject to the conditions therein stated.
The

Members (on behalf of themselves and their Assignees) agree, however,

that a Supermajority Vote may determine, due to contractual obligations,

business concerns, or other considerations, that certain information

regarding the business, affairs, properties, and financial condition of
the

Company should be kept confidential and not provided to some or all

other Members or Assignees, and that it is not just or reasonable for
those

Members or Assignees or representatives thereof to examine or copy that

information.

\(b\) The Members (on behalf of themselves and their Assignees)
acknowledge

that, from time to time, they may receive information from or regarding

the Company or other Members in the nature of trade secrets or that

otherwise is confidential, the release of which may be damaging to the

Company or Persons with which it does business. Each Member and

Assignee shall hold in strict confidence any information it receives

regarding the Company that is identified as being confidential (and if
that

information is provided in writing, that is so marked) (\"Confidential

information\") and may not disclose it to any Person other than another

Member, except for disclosures

\(i\) compelled by law (but the Member or Assignee must notify the

other Members promptly of any request for that information,

before disclosing it if practicable),

\(ii\) to advisers or representatives of the Member or Assignee, or

Persons to which that Member\'s Membership Rights or

Membership Interest may be Disposed as permitted by this

Agreement, but only if the recipients have agreed to be bound by

the provisions of this Section 3.6(b), or

\(iii\) of information that the Member or Assignee also has received
from

a source independent of the Company that the Member or Assignee

reasonably believes was obtained without breach of any obligation

of confidentiality. The Members (on behalf of themselves and

their Assignees) acknowledge that breach of the provisions of this

Section 3.6(b) may cause irreparable injury to the Company for

which monetary damages are inadequate, difficult to compute, or

both. Accordingly, the Members agree that the provisions of this

Section 3.6(b) may be enforced by specific performance.

\(c\) All Confidential Information is the property of the Company or the

respective Member, as appropriate. Upon the written request of the

Company or the owning Member at any time, or upon the withdrawal of

a Member from the Company, a recipient of Confidential Information

shall return or destroy, as directed by the owner, all such Confidential

Information held in tangible form and no such Confidential Information

shall be retained in any form.

\(d\) Each Member retains all rights in and to its own Confidential
Information,

including but not limited to its customer information, and does not
hereby

grant any right in or to any such Confidential Information to the
Company

or any individual Member.

\(e\) To the extent that new technology and/or enhancements or
modifications

to existing technology are developed for the Company, or trade marks,

service marks and logos are developed for the Company (collectively

\"Intellectual Property\"), the terms and conditions stated in Exhibit B
shall

apply.

\(f\) Upon any order or other directive concerning Number Portability
issued

by a state Commission or the FCC causing the Company to merge,

consolidate, dissolve and terminate, or otherwise cease to exist, or
upon

the dissolution and termination of the Company pursuant to Section 12.0,

rights in and to Company Confidential Information and Intellectual

Property shall be disposed of as determined by a Majority Vote at the
time

of dissolution and termination.

3.7 Liability to Third Parties. No Member shall be liable for the debts,
obligations

or liabilities of the Company, including under a judgment, decree or
order of a

court.

3.8 Withdrawal. Any Member may, at any time and for any reason withdraw
from

the Company as a Member, upon 90 days\' prior written notice to such
effect

delivered to the Company and each other Member; provided, however, that
no

Member shall have any right to receive any return of its Capital
Contributions or

any positive balance in its Capital Account upon any such voluntary
withdrawal.

3.9 Expulsion. A member may be removed at any time for cause by a
Supermajority

Vote and in such event, its entire Membership Interest and Membership
Rights

shall be purchased by the Company as follows: (a) the Company shall pay
to the

removed Member any positive balance in its Capital Account within ninety
days

after the date of removal, and (b) the Company shall pay \$100 to the
Member for

its remaining Membership Interest and Membership Rights. For purposes of
this

Section 3.9, \"cause\" shall mean (i) failure to pay within ninety days
any amounts

that are due and payable pursuant to Article IV, or (ii) any violation
of this

Agreement. Any profits or losses of the Company that accrue after the
effective

date of the removal or that still may be subject to refund or forfeiture
shall not

be credited to the Capital Account of the removed Member, even if the
income

that comprises any such profits relates to a period prior to the
effective date of

such removal. The Capital Account of the removed Member as of the date
of

such determination and the \$100 payment shall be conclusively presumed
to be

and is agreed by each Member to be the fair market value of its
Membership

Interest and Membership Rights, and the removed Member shall not be
entitled

to any other payment or consideration for relinquishment of the
Member\'s

Membership Interest and Membership Rights.

3.10 Lack of Authority. No Member has the authority or power to act for
or on

behalf of the Company, to do any act that would be binding on the
Company, or

to incur any expenditures on behalf of the Company, unless the Member
has been

authorized by a Majority Vote to act as an agent of the Company.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.0 Initial Contributions. Contemporaneously with the execution by such
Member

of this Agreement, each Member shall make an initial Capital
Contribution to the

Company of cash in the amount of \$10,000. Within 30 days of its
admission to

the Company, a Member may also be required to pay other monies as
described

in Section 4.4. An initial Capital Contribution shall be imposed upon a
Member

that rejoins the Company after having once been a Member and paying its
Capital

Contribution, and then withdrawing from the Company.

4.1 Capital Contributions. No Member shall be required to make any
Capital

Contributions to the Company beyond those described in Section 4.0.
However,

if it is determined by a Majority Vote that the Company needs additional
capital

for the Company\'s Administrative Expenses, Members may be assessed and
be

obligated to pay additional capital assessments.

4.2 Failure to Contribute. If a Member does not contribute by the time
required all

or any portion of a Capital Contribution or assessment for
Administrative

Expenses which it is required to make as provided in this Agreement, a
Majority

Vote may cause the Company to exercise on notice to that Member, one or
more

of the following remedies:

\(a\) taking such action (including court proceedings) as a Majority
Vote may

deem appropriate to obtain payment by the delinquent Member of the

portion of the delinquent Member\'s Capital Contribution or assessment
for

Administrative Expenses that is in default, together with interest
thereon

at the Default Rate from the date that the Capital Contribution or

assessment for Administrative Expenses was due until the date that it is

made, all at the cost and expense of the delinquent Member;

\(b\) expelling that Member pursuant to Section 3.9 upon a Supermajority
Vote

as required thereunder; or

\(c\) exercising any other rights and remedies available at law or in
equity.

4.3 Return of Contributions. Except as set forth in this Agreement, a
Member is

not entitled to the return of any part of its Capital Contributions or
to be paid

interest in respect of either its capital Account or its Capital
Contributions. An

unrepaid Capital Contribution is not a liability of the Company or of
any

Member. A Member is not required to contribute or to lend any cash or
property

to the Company to enable the Company to return any Member\'s Capital

Contributions.

4.4 Assessments for Administrative Expenses. Each Member shall be
obligated to

pay in cash to the Company from time to time its proportionate share of
all

assessments for Administrative Expenses.

\(a\) Assessments may be made only for funds required by the Company to
pay

Administrative Expenses actually paid or incurred by the Company or

reasonably anticipated to be due and payable by the Company within 90

days of the date on which the administrative assessment is made.

\(b\) Assessments for Administrative Expenses may be made only for
amounts

approved by a Majority Vote.

\(c\) Assessments shall be made no more frequently than once per
calendar

month.

\(d\) Assessments shall not exceed \$30,000 per calendar year per
Member.

\(e\) Assessments shall be divided equally among the Members.

4.5 Notice of Assessment. The Company shall notify Members of an
assessment

under Section 4.4 by delivery of written notice (an \"Assessment
Notice\") to each

Member describing (i) the total amount then being assessed to the
Members for

Administrative Expenses, (ii) the uses and applications of the
assessments, (iii)

that Member\'s proportionate share of the total assessment then being
made, and

\(iv\) the date the assessment is due, which date shall not be less than
30 days after

the Assessment Notice has been given.

4.6 Subsequent Members. Except with respect to duly approved transfers
in

accordance with Section 3.3, each Member admitted after the date of
execution

of this Agreement shall pay the Company within 30 days of admission its
pro rata

share of one-half of the Administrative Expenses for the 12 calendar
months

immediately prior to the month during which the new Member is admitted,

subject to any adjustment at any time that may be agreed upon by a
Majority

Vote. Such amount shall not be considered a Capital Contribution to the

Company and the new Member\'s Capital Account shall not be credited with
such

amount.

4.7 Capital Accounts. A capital account shall be established and
maintained for each

Member. Each Member\'s capital account shall consist of its initial
Capital

Contribution and

\(a\) shall be increased by (i) the amount of any additional money
contributed

by that Member to the Company, (ii) the fair market value of property

contributed by that Member to the Company (net of liabilities secured by

the contributed property that the Company is considered to assume or
take

subject to section 752 of the Code), and (iii) allocations to that
Member

of Company income and gain (or items thereof), including income and

gain exempt from tax and income and gain described in Treas. Reg.

§ 1.704-1(b)(2)(iv)(g), but excluding income and gain described in
Treas.

Reg. § 1.704-1(b)(4)(i), and

\(b\) shall be decreased by (i) the amount of money distributed to that
Member

by the Company, (ii) the fair market value of property distributed to
that

Member by the Company (net of liabilities secured by the distributed

property that the Member is considered to assume or take subject to

section 752 of the Code), (iii) allocations to that Member of
expenditures

of the Company described in section 705(a)(2)(B) of the Code, and (iv)

allocations of Company loss and deduction (or items thereof), including

loss and deduction described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but

excluding items described in clause (b)(iii) above and loss or deduction

described in Treas. Reg. § 1.704-1(b)(4)(i) or § 1.704-1(b)(4)(iii). The

Members\' capital accounts also shall be maintained and adjusted as

permitted by the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(f) and as

required by the other provisions of Treas. Reg. §§ 1.704-1(b)(2)(iv) and

1.704-1(b)(4), including adjustments to reflect the allocations to the

Members of depreciation, depletion, amortization, and gain or loss as

computed for book purposes rather than the allocation of the

corresponding items as computed for tax purposes, as required by Treas.

Reg. § 1.704-1(b)(2)(iv)(g). On the transfer of all or part of a

Membership Interest, the capital account of the transferor that is

attributable to the transferred Membership Interest or part thereof
shall

carry over to the transferee Member in accordance with the provisions of

Treas. Reg. § 1.704-1(b)(2)(iv)(1).

ARTICLE V

ALLOCATIONS AND DISTRIBUTIONS

5.0 Allocations.

\(a\) Except as may be required by section 704(c) of the Code and Treas.
Reg.

§ 1.704-1(b)(2)(iv)(f)(4), all items of income, gain, loss deduction,
and

credit of the Company shall be allocated among the Members in

accordance with their Sharing Ratios.

\(b\) All items of income, gain, loss, deduction, and credit allocable
to any

Membership Interest that may have been transferred shall be allocated

between the transferor and the transferee based on the portion of the

calendar year during which each was recognized as owning that

Membership Interest, without regard to the results of Company operations

during any particular portion of that calendar year and without regard
to

whether cash distributions were made to the transferor or the transferee

during that calendar year; provided, however, that this allocation must
be

made in accordance with a method permissible under section 706 of the

Code and the regulations thereunder.

5.1 Distributions.

Except as provided in section 18-607 of the Act, Property of the Company
may

be distributed to the Members as often as determined by a Majority Vote,
which

distribution must be made in accordance with their Sharing Ratios and
may be

made subject to existing liabilities and obligations. Immediately prior
to such a

distribution, accounts of the Members shall be adjusted as provided in
Treas.

Reg. § 1.704-1(b)(2)(iv)(f).

ARTICLE VI

MANAGEMENT

6.0 Management by Members.

The management of the Company is fully reserved to the Members, and the

Company shall not have \"managers\" as that term is used in the Act. The
powers

of the Company shall be exercised by or under the authority of, and the
business

and affairs of the Company shall be managed under the direction of, the

Members, who shall make all decisions and take all actions for the
Company in

a manner that does not discriminate unreasonably against any Member or
non-

Member provider of telecommunications service.

6.1 Actions by Members; Committees; Delegation of Authority and Duties.

\(a\) In managing the business and affairs of the Company and exercising
its

powers, the Members shall act (i) collectively through resolutions
adopted

at meetings and in written consents pursuant to Sections 6.2 and 6.3;
and

\(ii\) through any committees pursuant to Sections 7.0 and 7.1; and
(iii)

through Members to whom authority and duties have been delegated

pursuant to Section 6.1(c). No Member has the right, power or authority

to act for or on behalf of the Company, to do any act that would be

binding on the Company, or to incur any expenditures on behalf of the

Company, except in accordance with the immediately preceding sentence.

Decisions or actions taken by the Members in accordance with this

Agreement shall constitute decisions or actions by the Company and shall

be binding on each Member, officer and employee of the Company.

\(b\) Each Member shall designate one of its employees as the
\"Designated

Representative\" of that Member (and any number of alternates for such

Designated Representative) for purposes of attending meetings, voting,

communications and other activities of the Company requiring

participation at the individual level. Each Member may change its

Designated Representative or alternates at any time. The Designated

Representative shall be the Member\'s exclusive agent with respect to
the

Company and can exercise all powers of the Member under this

Agreement, subject to any written proxy or other written instructions

received from the Member.

\(c\) A Majority Vote may, from time to time, delegate to one or more

Members such authority and duties as a Majority Vote may deem

advisable. Any delegation pursuant to this Section 6.1(c) may be revoked

at any time by a Majority Vote.

\(d\) A Majority Vote may, from time to time, designate one or more

committees, each of which shall be comprised of one or more of the

Members and any Person(s) not a Member who is designated by a

Majority Vote as a committee member. The Members may designate one

or more of the Members as alternate members of any committee, who

may, subject to any limitations imposed by a Majority Vote, replace

absent or disqualified Members at any meeting of that committee.

6.2 Decisions Requiring Consent of a Supermajority Vote, Extraordinary

Majority Vote or Unanimous Vote. Notwithstanding any power or authority

granted a Majority Vote under the Act, or this Agreement (including
Section 6.0),

a Majority Vote may not make any decision or take any action for which
the

consent of a Supermajority Vote, an Extraordinary Majority Vote or a
Unanimous

Vote is expressly required by this Agreement, without first obtaining
such consent

and a Majority Vote may not make any decision or take any action
specified

below in paragraphs (a), (b), (c) or (d) without first obtaining the
consent

described therein.

\(a\) The consent of a Unanimous Vote shall be required to (i) sell,
lease,

exchange or otherwise dispose of (other than by way of a pledge,

mortgage, deed of trust or trust indenture) all or substantially all the

Company\'s property and assets (with or without goodwill), other than in

the usual and regular course of the Company\'s business; or (ii) cause
or

permit the Company (A) to be a party to a merger, consolidation, share

exchange, interest exchange, or other transaction authorized by or
subject

to the Act except as provided in Section 6.2(c); (B) to convert into any

other type of entity; (C) to authorize any transaction, agreement or
action

on behalf of the Company that is unrelated to its purpose as set forth
in

or that otherwise contravenes this Agreement; and (D) to authorize any
act

that would make it impossible to carry on the ordinary business of the

Company.

\(b\) The consent of an Extraordinary Majority Vote shall be required to
(i)

issue a Request for Proposal, (ii) select the Prime Vendor, (iii) amend
this

Agreement and (iv) approve amendments to the Master Contract for

enhancements as required by Section 6.2(d).

\(c\) The consent of a Supermajority Vote shall be required to (i)
exclude any

Member from access to specific information concerning the Company in

accordance with Section 3.6(a), (ii) acquire, merge or consolidate with

another limited liability company for the purpose of continuing the

activities set forth in Section 2.4, (iii) incur any debt other than
debt

incurred in the ordinary course of business and (iv) enter into any

transaction between any Member or any Affiliate of a Member and the

Company.

\(d\) The ratification, renewal, amendment or termination of a Master
Contract

to the Prime Vendor requires the Supermajority Vote of Members having

no direct material financial interest in the Master Contract; provided,

however, that an amendment or contract for an enhanced feature for the

SMS Database (i.e., a service which is not part of the Master Contract)

which is (A) an enhanced feature for which the development costs exceed

\$1,000,000 in any 12 month period, (B) an enhanced feature for which
the

total development cost exceeds \$2,000,000 over its lifetime, (C) any

enhanced feature that would cause the cost of all enhanced features

approved in a 12-month period to exceed \$1,000,000, or (D) any

enhanced feature that would cause any one Member to incur internal costs

in excess of \$1,000,000, other than the cost of the enhancement itself,
as

asserted in good faith by the Member, must be approved by an

Extraordinary Majority Vote. Development costs for an enhanced feature

requested and paid for by an individual Member shall not be included in

these amounts. Development costs shall include costs recovered in up-

front fees, service charges or otherwise.

Each Member may, with respect to any vote, consent or approval that it
is

entitled to grant pursuant to this Agreement, grant or withhold such
consent or

approval in its sole discretion.

6.3 Meetings.

\(a\) The presence of Members holding at least 51% of the Sharing Ratios
of

all Members (represented either in person or by telephonic
participation)

shall constitute a quorum for the transaction of business at any meeting
of

the Members. In the absence of a quorum at any such meeting, a

majority of the Members so represented may adjourn the meeting from

time to time for a period not to exceed sixty days without further
notice.

However, if the adjournment is for more than sixty days, a notice of the

adjourned meeting shall be given to each Member. With respect to any

matter, other than a matter for which the affirmative vote of a

Supermajority Vote, an Extraordinary Majority Vote, a Unanimous Vote,

or other specified portion of the Members is required by this Agreement,

an act of a Majority Vote shall be the act of the Members.

\(b\) Regular meetings of the Members shall be held at such times and
places

as shall be determined by a Majority Vote. Notice of the establishment

of such regular meeting schedule, and of any amendments thereto, shall

be given to any Member that was not present at the meeting at which such

schedule or amendment was adopted or did not execute a written consent

in which such schedule or amendment was adopted. No other notices of

such regular meetings shall be required.

\(c\) Special meetings of the Members may be called by any two Members

among them holding at least 25% of the Sharing Ratios of all Members.

Any such meeting shall be held on such date and at such time as the

Members calling such meeting shall specify in the notice of the meeting

which shall be delivered by facsimile or overnight courier service to
each

Member at least 5 Business Days prior to such meeting. Such notice, or

waiver of notice, need not state the purpose or purposes of, nor the

business to be transacted at, such meeting, except as may otherwise be

required by law or provided for by this Agreement.

\(d\) Notwithstanding anything else in Section 6.3 to the contrary, no
subject

matter requiring a Supermajority Vote, an Extraordinary Majority Vote

or a Unanimous Vote shall be considered for action at any regular or

special meeting unless notice specifying the matter requiring such

Supermajority Vote, Extraordinary Vote or Unanimous Vote is given in

writing by certified mail or by nationally-recognized overnight courier

service to each Member not less than 14 calendar days prior to the date

of the meeting at which such matter is to be considered or the date on

which written consents must be submitted. Such notice shall:

\(i\) specifically describe the matter which will be submitted to the

Members for a Supermajority Vote, an Extraordinary Majority

Vote, or a Unanimous Vote;

\(ii\) identify the Members who propose the action requiring such vote;

\(iii\) specifically state that the matter requires such vote; and

\(iv\) provide a place on the notice for the Member to endorse the
notice

to cast a vote as an absentee vote, and specify the time for return

of the absentee vote for it to be counted at the meeting.

\(e\) Any meeting of the Members shall be held at the principal place of

business of the Company in the state of Texas, unless the notice of such

meeting (or resolution of a Majority Vote) specifies a different place,

which need not be in the state of Delaware or the state of Texas.

Members may choose to open any of their meetings to non-Members and

members of the public. However, non-Members and members of the

public have no voting rights during, nor any right to notice of time and

place of, any meeting of the Members. Notwithstanding the foregoing,

notice of the time and place of all meetings of the Members shall be
given

to each state Commission in the Southwest Region, and Commission

Representatives shall be entitled to attend all meetings of the Members,

subject to any requirement of any vendor that the Members and the

Commission representatives execute a confidentiality agreement regarding

the vendor\'s proprietary information which may be disclosed at a
meeting

of the Members.

\(f\) Attendance of a Person at such meeting shall constitute a waiver
of notice

of such meeting, except where such Person attends the meeting for the

express purpose of objecting to the transaction of any business on the

ground that the meeting is not lawfully called or convened.

\(g\) A Person entitled to vote may vote at such meeting either in
person or by

proxy executed in writing by that Person and delivered to another

Member. A proxy shall be revocable unless the proxy form conspicuously

states that the proxy is irrevocable.

\(h\) Any action required or permitted to be taken at such a meeting may
be

taken without a meeting, without prior notice, and without a vote, if a

consent or consents in writing, setting forth the action so taken, is
signed

by the Members having not fewer than the minimum number of votes that

would be necessary to take the action at a meeting at which all Members

entitled to vote on the action were present and voted.

\(i\) Members may participate in and hold such meeting by means of

conference telephone, video conference, or similar communications

equipment by means of which all Persons participating in the meeting can

hear each other, and participation in such meeting shall constitute

attendance and presence in person at such meeting, except where a Person

participates in the meeting for the express purpose of objecting to the

transaction of any business on the ground that the meeting is not
lawfully

called or convened.

6.4 Affiliate Voting and Supervision of Voting Rights.

\(a\) If any Member is an Affiliate of one or more other Members, such

affiliated Member group shall be entitled to only one vote on all
matters

set forth in this Agreement; such single vote to be cast by a Member

selected by the affiliated group as designated in writing by such group.

\(b\) A Member\'s right to vote may be suspended in accordance with
Section

3.0.

6.5 Compensation. The Members and members of any committee shall receive
such

reasonable compensation, if any, for their services as may be designated
from

time to time by a Unanimous Vote. In addition, the Members and members
of

any committee shall be entitled to be reimbursed for Administrative
Expenses

incurred by a Member on behalf of the Company.

6.6 Conflicts of Interest. Subject to the other express provisions of
this Agreement,

each Member, officer or Affiliate thereof may engage in and possess
interests in

other business ventures of any and every type and description,
independently or

with others (including ones in competition with the Company in the
Southwest

Region) with no obligation to offer to the Company or any other Member
or

officer the right to participate therein. The Company may transact
business with

any Member, officer or Affiliate thereof, provided the terms of those
transactions

are no less favorable than those the Company could obtain from unrelated
third

parties.

6.7 Officers.

\(a\) A Majority Vote may, from time to time, designate one or more
persons

to be officers of the Company. No officer need be a resident of the
State

of Delaware or any state within the Southwest Region. Any officers so

designated shall have such authority and perform such duties as a
Majority

Vote may, from time to time, delegate to them. Each officer shall hold

office until his successor shall be duly designated and shall qualify,
or

until his death or until he shall resign or shall have been removed in
the

manner hereinafter provided. Any number of offices may be held by the

same person. The salaries or other compensation, if any, of the officers

and agents of the Company shall be fixed from time to time by a

Supermajority Vote.

\(b\) Any officer may resign as such at any time. Such resignation shall
be

made in writing and shall take effect at the time specified therein, or
if no

time be specified, at the time of its receipt by the Members. The

acceptance of a resignation shall not be necessary to make it effective,

unless expressly so provided in the resignation. Any officer may be

removed as such, either with or without cause, by a Majority Vote

whenever in their judgment the best interests of the Company will be

served thereby; provided, however, that such removal shall be without

prejudice to the contract rights, if any, of the person so removed.

Designation of an officer shall not of itself create contract rights.
Any

vacancy occurring in any office of the Company may be filled by a

Majority Vote.

6.8 Limitations on Liability. Except as required under the Act or as
expressly set

forth in this Agreement, the debts, duties, obligations and liabilities
of the

Company, whether arising in contract, tort or otherwise, shall be solely
the debts,

duties, obligations and liabilities of the Company, and no Members or
member

of any committee shall be personally liable for any debt, duty,
obligation or

liability of the Company by reason of being a Member or a member of a

committee.

ARTICLE VII

COMMITTEES

7.0 Committees.

A Majority Vote shall select the members of any committee. Such members
may

include persons who are not employed by or affiliated with any Member. A

Majority Vote may, at any time, remove any member of any committee with
or

without cause and may designate one or more individuals as alternate
members

of any committee, who may replace any absent or disqualified committee
member

at any meeting of the committee. Persons serving on a committee,
including

Designated Representatives of Members, shall perform their duties in
good faith,

in a manner they reasonably believe to be in the best interests of the
Company,

and with such care as an ordinarily prudent person in a like position
would use

under similar circumstances. A person serving on a committee who so
performs

shall not have any liability to the Company or to any Member and shall
have the

same rights to indemnification as officers, employees and agents of the
Company

under Article VIII. A Majority Vote shall designate an individual to
serve as the

chair of each committee, in each case to preside at all meetings of the
committee.

Each committee also may appoint a secretary (who need not be a member of
the

committee), who shall keep its records and who shall hold office at the
pleasure

of the chair.

7.1 Provisions Applicable to Meetings of Committees.

In connection with any meeting of any committee, the following
provisions shall

apply:

\(a\) Regular and special meetings of committees may be held on such
schedule

and at such places as the committee may from time to time determine in

advance, provided that all committee members are given reasonable

advance notice of the schedule for such meetings.

\(b\) Unless authorized to do so by this Agreement or by the Members,
(i) no

committee shall have any power or authority to bind the Company in any

way or to render the Company liable in any way, and (ii) the authority
of

any committee shall be limited to making recommendations to the

Members as to matters assigned by a Majority Vote.

\(c\) Members of any committee may choose to open any of their meetings
to

non-Members and members of the public. However, non-Members and

members of the public have no right to notice of time and place of, any

meeting of any committee. Notwithstanding the foregoing, notice of the

time and place of all committee meetings shall be given to each state

Commission. Members of any committee may choose, but shall not be

required, to keep minutes of committee meetings.

\(d\) Any committee meeting shall be held at the principal place of
business of

the Company in the state of Texas, unless the notice of such meeting (or

resolution of a committee) specifies a different place, which need not
be

in the state of Delaware or in the state of Texas.

\(e\) Attendance of a Person at such meeting shall constitute a waiver
of notice

of such meeting, except where such Person attends the meeting for the

express purpose of objecting to the transaction of any business on the

ground that the meeting is not lawfully called or convened.

\(f\) Members of any committee may participate in and hold such meeting
by

means of conference telephone, video conference, or similar

communications equipment by means of which all Persons participating in

the meeting can hear each other, and participation in such meeting shall

constitute attendance and presence in person at such meeting, except

where a Person participates in the meeting for the express purpose of

objecting to the transaction of any business on the ground that the
meeting

is not lawfully called or convened.

ARTICLE VIII

INDEMNIFICATION

8.0 Right to Indemnification.

\(a\) Subject to the limitations and conditions as provided in this
Article VIII,

each Person who was or is made a party or is threatened to be made a

party to or is involved in any threatened, pending or completed action,

suit or proceeding, whether civil, criminal, administrative,
arbitrative, or

investigate that could lead to such a proceeding (hereafter a

\"Proceeding\"), by reason of the fact that he or she, or a Person of
whom

he or she is the legal representative, is or was a Member of the Company

or while a Member of the Company is or was serving at the request of the

Company as a member, manager, director, officer, partner, venturer,

proprietor, trustee, employee, agent, or similar functionary of another

foreign or domestic limited liability company, corporation, partnership,

joint venture, sole proprietorship, trust, employee benefit plan or
other

enterprise may be indemnified by the Company to the fullest extent

permitted by the Act, as the same exist or may hereafter be amended
(but,

in the case of any such amendment, only to the extent that such

amendment permits the Company to provide broader indemnification

rights than said law permitted the Company to provide prior to such

amendment) against judgments, penalties (including excise and similar

taxes and punitive damages), fines, settlements and reasonable expenses

(including, without limitation, attorney\'s fees) actually incurred by
such

Person in connection with such Proceeding, and indemnification under
this

Article VIII shall continue as to a Person who has ceased to serve in
the

capacity which initially entitled such Person to indemnity hereunder.

\(b\) The rights granted pursuant to this Article VIII shall be deemed
contract

rights, and no amendment, modification or repeal of this Article VIII
shall

have the effect of limiting or denying any such rights with respect to

actions taken or Proceedings arising prior to any such amendment,

modification or repeal. It is expressly acknowledged that the

indemnification provided in this Article VIII could involve
indemnification

for negligence or under theories of strict liability.

\(c\) Notwithstanding the foregoing, there shall be no indemnification
of any

such Person as to matters in respect of which it shall be adjudged in
such

Proceeding that:

\(i\) such act or omission of such person was material to the matter

giving rise to the Proceeding and was (1) committed in bad faith,

or (2) the result of active and deliberate dishonesty;

\(ii\) such Person actually received an improper personal benefit in

money, property or services; or

\(iii\) in the case of any criminal Proceeding, such Person had
reasonable

cause to believe that the act or omission was unlawful.

8.1 Insurance. The Company may purchase and maintain insurance for the
Company

or its Members on behalf of any Person who is or was or has agreed to
become

a Member, officer, committee member or agent of the Company or is or was

serving at the request of the Company as a member, manager, director,
officer,

partner, venturer, proprietor, trustee, employee or agent of another
limited

liability company, corporation, partnership, joint venture, sole
proprietorship,

trust, employee benefit plan, or other enterprise against any liability
asserted

against such Person and incurred in any such capacity or arising out of
such

status, whether or not the Company would have the power to indemnify
such

Person.

8.2 Member Notification. To the extent required by law, any
indemnification of a

Member in accordance with this Article VIII shall be reported in writing
to the

other Members with or before the notice or waiver of notice of the next

Members\' meeting or with or before the next submission to Members of a
consent

to action without a meeting and, in any case, within the 12-month period

immediately following the date of the indemnification.

8.3 Savings Clause. If this Article VIII or any portion hereof shall be
invalidated on

any ground by any court of competent jurisdiction, then the Company may

nevertheless indemnify and hold harmless each Member or any other Person

indemnified pursuant to this Article VIII as to costs, charges and
expenses

(including attorney\'s fees), judgments, fines and amounts paid in
settlement with

respect to any action, suit or proceeding, whether civil, criminal,
administrative

or investigative, to the full extent permitted by any applicable portion
of this

Article VIII that shall not have been invalidated and to the fullest
extent permitted

by applicable law.

ARTICLE IX

TAXES

9.0 Tax Returns. The Company shall prepare and file all necessary
federal, state

and local tax returns required to be filed by the Company, including
making the

elections described in Section 9.1. Each Member shall furnish to the
Company

all pertinent information in its possession relating to Company
operations that is

necessary to enable the Company\'s tax returns to be timely prepared and
filed.

The Company shall deliver a copy of each such return to the Members on
or

before twenty calendar days prior to the due date of any such return,
together

with such additional information as may be required by the Members in
order for

the Members to file their individual returns reflecting the Company\'s
operations.

The Company shall bear the costs of the preparation and filing of its
returns.

9.1 Tax Elections. The Company\'s annual accounting period shall be its
taxable

year. The Company\'s taxable year shall be selected by a Majority Vote,
subject

to the requirements and limitations of the Code. The Company shall make
the

following elections on the appropriate tax returns:

\(a\) to adopt the accrual method of accounting and to keep the
Company\'s

books and records on the income-tax method;

\(b\) if a distribution of Company property as described in section 734
of the

Code occurs or if a transfer of Membership Rights as described in
section

743 of the Code occurs, on written request of any Member, to elect,

pursuant to section 754 of the Code, to adjust the basis of Company

properties;

\(c\) to elect to amortize the organizational expenses of the Company
and the

start-up expenditures of the Company under section 195 of the Code

ratably over a period of 60 months as permitted by section 709(b) of the

Code; and

\(d\) any other election a Majority Vote may deem appropriate and in the
best

interests of the Members.

Neither the Company nor any Member may make an election for the Company

to be excluded from the application of the provisions of subchapter K of
chapter

1 of subtitle A of the Code or any similar provisions of applicable
state law, and

no provision of this Agreement (including, without limitations, Section
2.7) shall

be construed to sanction or approve such an election.

9.2 \"Tax Matters Partner\". A Majority Vote shall designate one Member
to be the

\"tax matters partner\" of the Company pursuant to section 6231(a)(7) of
the Code.

Any Member who is designated \"tax matters partner\" shall take such
action as

may be necessary to cause each other Member to become a \"notice
partner\"

within the meaning of section 6223 of the Code. Any Member who is
designated

\"tax matters partner\" shall inform each other Member of all
significant matters

that may come to its attention in its capacity as \"tax matters
partner\" by giving

notice thereof on or before the fifth Business Day after becoming aware
thereof

and, within that time, shall forward to each other Member copies of all
significant

written communications it may receive in that capacity. Any Member who
is

designated \"tax matters partner\" may not take any action contemplated
by sections

6222 through 6232 of the Code without the consent of a Majority Vote,
other

than such action as may be required by law.

ARTICLE X

BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

10.0 Maintenance of Books. The Members shall keep or cause to be kept at
the

principal office of the Company complete and accurate books and records
of the

Company and minutes of the proceedings of its Members. The books of
account

for the Company shall be maintained on an accrual basis in accordance
with the

terms of this Agreement, except that the Capital Accounts of the Members
shall

be maintained in accordance with Section 4.5. The Company shall maintain
at

its principal office in Texas all of the following:

\(a\) A current list of the full name and last known business address of
each

Member and each holder of a Membership Interest in the Company set

forth in alphabetical order, together with the Capital Contributions and

Capital Account balance of each Member and each holder of a

Membership Interest in the Company;

\(b\) A copy of the Certificate of Formation of the Company filed with
the

Delaware Secretary of State and all amendments thereto together with

executed copies of any powers of attorney pursuant to which the

Certificate or any amendments thereto have been executed;

\(c\) Copies of the Company\'s federal, state and local income tax or

information returns and reports, for the 6 most recent taxable years;

\(d\) A copy of this Agreement and all amendments hereto together with

executed copies of any powers of attorney to which this Agreement or any

amendments thereto have been executed;

\(e\) Copies of the financial statements of the Company, if any, for the
6 most

recent fiscal years;

\(f\) The Company\'s books and records as they relate to the internal
affairs of

the Company for at least the current and past 4 fiscal years;

\(g\) True and full information regarding the status of the business and
financial

condition of the Company; and

\(h\) True and full information regarding the amount of cash and a
description

and statement of the agreed value of any other property or services

contributed by each Member and which each Member has agreed to

contribute in the future, and the date on which each became a Member.

10.1 Delivery of Information. On the request of any Member for purposes

reasonably related to the interest of that Person as a Member, the
Company shall

promptly deliver to the requesting Member, at the Company\'s expense, a
copy

of the information required to be maintained by Section 10.0(a), (b),
(c) and (d).

On the request of a holder of a Membership Interest in the Company for
purposes

reasonably related to the interest of that Person as a holder of a
Membership

Interest in the Company, the Company shall promptly deliver to the
requesting

holder of a Membership Interest, at the Company\'s expense, a copy of
the

information required to be maintained by Section 10.0(a), (c) and (d).
Any

request for copies may be made by that Member or holder of a Membership

Interest, or by that Member\'s or holder\'s agent or attorney.

10.2 Reports. On or before the 90th day following the end of each fiscal
year during

the term of the Company, each Member shall be furnished with a balance
sheet,

an income statement, and a statement of changes in Members\' Capital
Accounts

of the Company for, or as of the end of, that year examined by a
recognized firm

of independent public accountants. These financial statements must be
prepared

in accordance with generally accepted accounting principles consistently
applied

(except as therein noted) and must be accompanied by a report of the
independent

public accountants stating that their examination was made in accordance
with

generally accepted auditing standards and, in their opinion, the
financial

statements fairly present the financial position, results of operations,
and changes

in Members\' Capital Accounts in accordance with generally accepted
accounting

principles consistently applied (except as therein noted). A Majority
Vote also

may cause to be prepared or delivered such other reports as they may
deem

appropriate. The Company shall bear the costs of all these reports.

10.3 Accounts. The Members shall establish and maintain one or more
separate bank

and investment accounts and arrangements for Company funds in the
Company

name with financial institutions and firms that a Majority Vote
determine. The

Members may not commingle the Company\'s funds with the funds of any
other

Person; however, Company funds may be invested in a manner the same as
or

similar to the Members\' investment of their own funds or investments by
their

Affiliates.

ARTICLE XI

BANKRUPTCY OF A MEMBER

11.0 Bankrupt Members. Subject to Section 12.0(c), if any Member becomes
a

Bankrupt Member, the Company shall have the option, exercisable by
notice from

a Majority Vote to the Bankrupt Member (or its representative) at any
time prior

to the 180th day after receipt of notice of the occurrence of the event
causing it

to become a Bankrupt Member, to buy, and on the exercise of this option
the

Bankrupt Member of its representative shall sell, its Membership Rights.
The

purchase price shall be an amount equal to the fair market value thereof

determined by agreement by the Bankrupt Member (or its representative)
and a

Majority Vote; however, if they do not agree on the fair market value on
or

before the 30th day following the exercise of the option, either may by
notice to

the other, require the determination of fair market value to be made by
an

independent appraiser specified in that notice. If the Person receiving
that notice

objects on or before the tenth day following receipt to the independent
appraiser

designated in that notice, and those Persons otherwise fail to agree on
an

independent appraiser, such Person may petition the appropriate United
States

District Court having authority to designate an independent appraiser.
The

determination of the independent appraiser, however designated, is final
and

binding on all parties. The Bankrupt Member and the Company each shall
pay

one-half of the costs of the appraisal. The purchaser shall pay the fair
market

value as so determined in four equal cash installments, the first due on
closing

and the remainder (together with accumulated interest on the amount
unpaid at the

General Interest Rate) due on each of the first three anniversaries
thereof. The

payment to be made to the Bankrupt Member or its representative pursuant
to this

Section 11.0 is in complete liquidation and satisfaction of all the
rights and

interest of the Bankrupt Member and its representative (and all Persons
claiming

by, through, or under the Bankrupt Member and its representative) in and
in

respect of the Company, including, without limitation, any Membership
Interest,

any rights in specific Company property and any rights against the
Company and

(insofar as the affairs of the Company are concerned) against the
Members, and

constitutes a compromise to which all Members have agreed pursuant to
section

18-502(b) of the Act.

ARTICLE XII

DISSOLUTION, LIQUIDATION, AND TERMINATION

12.0 Dissolution. The Company shall dissolve and its affairs shall be
wound up on

the first to occur of the following (each a \"Dissolution Event\"):

\(a\) the written consent of a Majority Vote;

\(b\) any Member shall resign, become a Bankrupt Member (with or without

the consent of a Majority Vote) or dissolve, or there shall occur any
other

event that terminates the continued membership in the Company of any

Member; provided, however, that if the event described in this Section

12.0(c) shall occur and there shall be at least two other Members

remaining, the Company shall not be dissolved, and the business of the

Company shall be continued, if remaining Members holding among them

both (i) a majority of the profits interests in the Company (as defined
in

Rev. Proc. 94-46, 1994-28 I.R.B. 129) held by the remaining Members

and (ii) a majority of the capital interests in the Company (as defined
in

Rev. Proc. 94-46) held of the remaining Members so agree within 45 days

after the Dissolution Event (such agreement is referred to herein as a

\"Continuation Election\"); and

\(c\) entry of a decree of judicial dissolution of the Company under
section

18-802 of the Act.

The provisions of Section 12.0(c) above shall cease to apply upon a
written

determination by a Majority Vote based on the issuance of new final
regulations

pursuant to Section 7701 of the Code or other changes in federal tax law
and

corresponding changes in applicable state tax laws or regulations (to
the extent

that such changes do not automatically follow the changes in federal tax
law), to

the effect that such provisions are no longer necessary to cause the
Company to

be treated as a partnership for federal and applicable state income tax
purposes.

12.1 Liquidation and Termination. On the occurrence of a Dissolution
Event, unless

a Continuation Election is made, a Majority Vote (calculated without
reference

to any Member with respect to which a Dissolution Event described in
Section

12.0(c) has occurred) shall appoint one or more Members other than a
Member

described in the immediately preceding parenthetical as liquidator. The
liquidator

shall proceed diligently to wind up the affairs of the Company and make
final

distributions as provided herein and in the Act. The costs of
liquidation shall be

borne as a Company expense. Until final distribution, the liquidator
shall

continue to operate the Company properties with all of the power and
authority

of the Members. The steps to be accomplished by the liquidator are as
follows:

\(a\) as promptly as possible after dissolution and again after final
liquidation,

the liquidator shall cause a proper accounting to be made by a
recognized

firm of certified public accountants of the Company\'s assets,
liabilities,

and operations through the last day of the calendar month in which the

dissolution occurs or the final liquidation is completed, as applicable;

\(b\) the liquidator shall pay, satisfy or discharge from Company funds
all of

the debts, liabilities and obligations of the Company (including,
without

limitation, all expenses incurred in liquidation) or otherwise make

adequate provision for payment and discharge thereof (including, without

limitation, the establishment of a cash escrow fund for contingent

liabilities in such amount and for such term as the liquidator may

reasonably determine); and

\(c\) all remaining assets of the Company shall be distributed to the
Members

as follows:

\(i\) the liquidator may sell any or all Company property (including to

Members provided such Member pays the fair market value of

such Company property), and any resulting gain or loss from each

sale shall be computed and allocated to the Capital Accounts of the

Members;

\(ii\) with respect to all Company property that has not been sold, the

fair market value of that property shall be determined and the

Capital Accounts of the Members shall be adjusted to reflect the

manner in which the unrealized income, gain, loss and deduction

inherent in property that has not been reflected in the Capital

Accounts previously would be allocated among the Members if

there were a taxable disposition of that property for the fair market

value of that property on the date of distribution; and

\(iii\) Company property shall be distributed among the Members in

accordance with the positive Capital Account balances of the

Members, as determined after taking into account all Capital

Account adjustments for the taxable year of the Company during

which the liquidation of the Company occurs (other than those

made by reason of this clause (iii)); and those distributions shall be

made by the end of the taxable year of the Company during which

the liquidation of the Company occurs (or, if later, 90 days after

the date of liquidation).

All distributions in kind to Members shall be made subject to the
liability of each

distributee for costs, expenses, and liabilities theretofore incurred or
for which

the Company has committed prior to the date of termination and those
costs,

expenses, and liabilities shall be allocated to the distributee pursuant
to this

Section 12.1. The distribution of cash and/or property to a Member in

accordance with the provisions of this Section 12.1 constitutes a
complete return

to the Member of its Capital Contributions and a complete distribution
to the

Member of its Membership Interest and all the Company\'s property and

constitutes a compromise to which all Members have consented within the

meaning of section 18-502(b) of the Act. To the extent that a Member
returns

funds to the Company, it has no claim against any other Member for those
funds.

12.2 Deficit Capital Accounts. No Member will be required to pay to the
Company,

to any other Member or to any third party any deficit balance which may
exist

from time to time in the Member\'s Capital Account.

12.3 Certificate of Cancellation. On completion of the distribution of
Company

assets as provided herein, the Company is terminated, and the Members
(or such

other Person or Persons as the Act may require or permit) shall file a
Certificate

of Cancellation with the Secretary of State of Delaware and make such
other

filings in Texas, Oklahoma, Arkansas, Kansas, and Missouri and take such
other

actions as may be necessary to terminate the existence of the Company.

ARTICLE XIII

ARBITRATION AND MEDIATION

13.0 Internal Dispute, Review, Arbitration and Mediation. In the event
of a dispute

or disagreement regarding a decision or action of the Members as to any
matter

not required by law to be submitted for review or mediation to a state

Commission of a state within the Southwest Region, any Member shall
first make

a good faith effort to review or mediate such dispute or disagreement
pursuant to

the procedure set forth in Section 13.1. Nothing in this Section 13.0 is
intended

to or shall be interpreted as an attempt to limit any Commission\'s
authority to

initiate a proceeding or inquiry on its own initiative or in response to
a complaint

filed by any affected Person with respect to the availability or
provision of

Number Portability.

13.1 Submission of Disputes to Arbitration.

\(a\) This Section 13.1 shall apply to (A) any dispute regarding the

construction, interpretation, performance, validity, or enforceability
of any

provision of this Agreement, or whether any Person is in compliance
with,

or in breach of, any provision of this Agreement, or (B) any other
dispute

of a legal nature arising under this Agreement, (a \"Dispute\"). It is

intended that this Section 13.1 shall not include any disputes of a
purely

business nature, such as disputes as to business strategy or the
selection

of committee members. With respect to a particular Dispute, each Person

that is a party to such Dispute (whether a Member or other Person) is

referred to herein as a \"Disputing Party.\"

\(b\) If the Disputing Parties are unable to resolve a Dispute within a

reasonable period of time after the commencement of the Dispute, any

Disputing Party may submit such Dispute to binding arbitration under
this

Section 13.1 by notifying the other Disputing Parties (an \"Arbitration

Notice\"). Arbitration pursuant to this Section 13.1 shall be the
exclusive

method of resolving Disputes other than through agreement of the

Disputing Parties, unless the Members or parties involved in the Dispute

are required by law to seek review or mediation of such dispute by a
state

Commission of a state in the Southwest Region.

13.2 Selection of Arbitrator.

\(a\) Any arbitration conducted under this Section 13 shall be heard by
a sole

arbitrator (the \"Arbitrator\") selected in accordance with this Section
13.2.

The arbitrator shall be an attorney or law firm with expertise in the
law

of limited liability companies (unless the Dispute concerns a different
field

of law, in which case the Arbitrator shall have expertise in such other

field). Each Disputing Party and each proposed Arbitrator shall disclose

to the other Disputing Parties any business, familial or other
relationship

or Affiliation that may exist between such Disputing Party and such

proposed Arbitrator; and any Disputing Party may disapprove of such

proposed Arbitrator on the basis of such relationship or Affiliation.

\(b\) The Disputing Party that submits a Dispute to arbitration shall
designate

a proposed Arbitrator in its Arbitration Notice. If any other Disputing

Party objects to such proposed Arbitrator, it may, on or before the
tenth

Business Day following delivery of the Arbitration Notice, notify all of

the other Disputing Parties of such objection. All of the Disputing
Parties

shall attempt to agree upon a mutually acceptable Arbitrator. If they
are

unable to do so within 20 Business Days following delivery of the notice

described in the immediately preceding sentence, any Disputing Party may

petition the American Arbitration Association to designate the
Arbitrator.

If the Arbitrator so chosen shall die, resign, or otherwise fail or
become

unable to serve as Arbitrator, a replacement Arbitrator shall be chosen
in

accordance with this Section 13.2.

13.3 Conduct of Arbitration. The Arbitrator shall expeditiously (and, if
possible,

within 50 calendar days after the Arbitrator\'s selection) hear and
decide all

matters concerning the Dispute. Any arbitration hearing shall be held in
the City

of Dallas, Texas, unless another city is mutually agreed upon. The
arbitration

shall be conducted in accordance with the then-current Commercial
Arbitration

Rules of the American Arbitration Association (excluding rules governing
the

payment of arbitration, administrative or other fees or expenses to the
Arbitrator

or such Association), to the extent that such Rules do not conflict with
the terms

of this Agreement. Except as expressly provided to the contrary in this

Agreement, the Arbitrator shall have the power (a) to gather such
materials,

information, testimony, and evidence as it deems relevant to the Dispute
before

it (and each Member will provide such materials, information, testimony,
and

evidence requested by the Arbitrator, except to the extent any
information so

requested is proprietary, subject to a third-party confidentiality
restriction or to

an attorney-client or other privilege) and (b) to grant injunctive
relief and enforce

specific performance. If it deems necessary, the Arbitrator may propose
to the

Disputing Parties that one or more other experts be retained to assist
it in

resolving the Dispute. The retention of such other experts shall require
the

unanimous consent of the Disputing Parties, which shall not be
unreasonably

withheld. Each Disputing Party, the Arbitrator, and any proposed expert
shall

disclose to the other Disputing Parties any business, familial, or other
relationship

or Affiliation that may exist between such Disputing Party (or the
Arbitrator) and

such proposed expert; and any Disputing Party may disapprove of such
proposed

expert on the basis of such relationship or Affiliation. The Arbitrator
shall apply

the laws of Delaware without regard to Delaware\'s conflicts of laws
principles

in adjudicating any Dispute and in rendering its decision, except that
if the

Dispute concerns the availability or provision of Number Portability and
there is

a direct conflict between the laws of Delaware and federal law and
regulations

governing Number Portability, or between the laws of Delaware and the
laws and

regulations governing Number Portability of the state(s) in which the
Disputing

Parties are porting numbers, the Arbitrator shall apply federal law and
regulations

or state laws and regulations, as the case may be. In the event state
laws and

regulations among states in the Southwest Region conflict, the
Arbitrator may

determine that some or all of the issues in any Dispute are not
appropriate for

arbitration, in which case the Disputing Parties shall be free to pursue
all

remedies otherwise available. The decision of the Arbitrator (which
shall be

rendered in writing but shall not include findings of fact and
conclusions of law)

shall be final, nonappealable, and binding upon the Disputing Parties
and may be

enforced in any court of competent jurisdiction. The responsibility for
paying the

costs and expenses of the arbitration, including compensation to the
Arbitrator

and any experts retained by the Arbitrator, shall be allocated among the
Disputing

Parties in a manner determined by the Arbitrator to be fair and
reasonable under

the circumstances. Each Disputing Party shall be responsible for the
fees and

expenses of its respective counsel, consultants, and witnesses, unless
the

Arbitrator determines that compelling reasons exist for allocating all
or a portion

of such costs and expenses to one or more other Disputing Parties.

13.4 Limitations. The provisions of this Section 13 shall not be
construed as limiting

such legal and procedural remedies as may be otherwise available to any
Member

regarding controversies and disagreements among the Members not relating
to this

Agreement (as specified in Section 13.1(a)).

13.5 Commission Proceedings. If a Unanimous Vote decides to submit any
Dispute

to review or mediation by a State Commission for a state within the
Southwest

Region or if any Dispute is required by law to be submitted to such
Commission

then the Disputing Party shall promptly file an appropriate petition,
letter,

pleading or other request for action in accordance with the applicable
rules of the

Commission having jurisdiction over the Disputing Parties and the
subject matter

of the Dispute. Thereafter, the Members will participate in good faith
in any

Commission proceeding and will comply with the Commission\'s decision,
except

as such decision may be stayed or reversed or modified on appeal.
However, if

any action by the Company or a Member or its Affiliate is the subject of
the

Dispute, such action shall not be delayed or postponed unless agreed to
by a

Unanimous Vote or unless ordered by the Commission. If the Commission

determines, for any reason, not to review or mediate the Dispute, the
Disputing

Party may seek Arbitration under this Section 13.

13.6 Conflicting Actions of State Regulatory Bodies. If the Company is
subject to

conflicting direction by any of the Commissions in the states within the
Southwest

Region or by any such Commission and the FCC, or by courts of states
which

have jurisdiction over the Company or the SMS Database then:

\(a\) upon the Majority Vote of the Members, the Company may directly

petition the FCC to resolve such conflict to the extent the FCC has

jurisdiction of such matter, or petition one or more of such state

Commissions to seek resolution; or

\(b\) upon the Extraordinary Majority Vote of the Members, the Company
may

cease operation or operation of the SMS Database within one or more of

the states within the Southwest Region in order to avoid such
conflicting

directions unless such withdrawal is prohibited by applicable statute,

regulation or order.

ARTICLE XIV

LEGAL COUNSEL

14.0 Each Member acknowledges and understands that this Agreement and
related

documents to organize the Company have been prepared and/or reviewed by

Winstead Sechrest & Minick P.C. as initial counsel for the SMS Database
project

consisting of the members of the Southwest Region LNP Steering Committee
(the

\"Steering Committee\"). Although some of the participants in the
Steering

Committee are the initial Members of the Company, counsel for the
Steering

Committee has not represented or been engaged to provide services to any

Member individually. Each Member acknowledges and understands that such

counsel or other counsel may hereafter be engaged by the Company to
provide

legal services and representation to the Company in such manner as the
Members

may determine, and in such event, such counsel or other counsel may

concurrently represent either or both of the Company and the Steering

Committee, and the Members may execute on behalf of the Company and the

Steering Committee any consent to such concurrent representation that
such

counsel or other counsel may request pursuant to the applicable rules of

professional conduct for lawyers. Each Member acknowledges and
understands

that counsel for the Steering Committee or the Company does not
represent any

Member individually in the absence of a clear and explicit agreement to
that

effect between such Member and such counsel, and in the absence of such

agreement, such counsel shall owe no duties to any Member. Each Member

agrees that in the event of any dispute between any of the Members and
the

Company, counsel for the Steering Committee may represent the Company in

such dispute to the extent permitted by such rules, and such Member
hereby

consents to such representation. Each Member further acknowledges that
counsel

for the Steering Committee has not represented the interest of any
Member in

preparing and negotiating this Agreement and that, while communications
with

such counsel concerning the Steering Committee, the Company and the
Members

may be confidential with respect to third parties, such Member has no
expectation

that such communications are confidential with respect to other Members.

Counsel for the Steering Committee shall be a third party beneficiary of
this

Agreement and may rely on the consents provided by this Article XIV as
if such

counsel were a party to this Agreement.

ARTICLE XV

GENERAL PROVISIONS

15.0 Offset. Whenever the Company is to pay any sum to any Member, any
amounts

that Member owes the Company may be deducted from that sum before
payment.

15.1 Notices. Except as expressly set forth to the contrary in this
Agreement, all

notices, requests, or consents provided for or permitted to be given
under this

Agreement must be in writing and must be given either by depositing that
writing

in the United States mail, addressed to the recipient, postage paid, and
registered

or certified with return receipt requested or by delivering that writing
to the

recipient in person, by courier, or by facsimile transmission; and a
notice,

request, or consent given under this Agreement is effective on receipt
by the

Person to receive it. All notices, requests, and consents to be sent to
a Member

must be sent to or made at the addresses given for that Member on
Exhibit A or

any such address as that Member may specify by notice to the other
Members.

Any notice, request, or consent to the Company must be given at the
following

address: 816 Congress Avenue, Suite 1270, Austin, Texas 78701. Whenever

any notice is required to be given by law or this Agreement, a written
waiver

thereof, signed by the Person entitled to notice, whether before or
after the time

stated therein, shall be deemed equivalent to the giving of such notice.

15.2 Entire Agreement; Supersedure. This Agreement constitutes the
entire

agreement of the Members relating to the Company and supersedes all
prior

contracts or agreements with respect to the Company, whether oral or
written.

There are no representations, agreements, arrangements or
understandings, oral

or written, between or among the Members relating to the Company which
are

not fully expressed in this Agreement.

15.3 Effect of Waiver or Consent. A waiver or consent, express or
implied, to or

of any breach or default by any Person in the performance by that Person
of its

obligations with respect to the Company is not a consent or waiver to or
of any

other breach or default in the performance by that Person of the same or
any

other obligations of that Person with respect to the Company. Failure on
the part

of a Person to complain of any act of any Person or to declare any
Person in

default with respect to the Company, irrespective of how long that
failure

continues, does not constitute a waiver by that Person of its rights
with respect

to that default until the applicable statute of limitations period has
run.

15.4 Amendment or Modification. This Agreement may be amended or
modified

from time to time only by a written instrument adopted by a
Extraordinary

Majority Vote.

15.5 Binding Effect. Subject to the restrictions on Dispositions set
forth in this

Agreement, this Agreement is binding on and inures to the benefit of the

Members and their respective legal representatives, successors, and
assigns.

15.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND

SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE

STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE

OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE

CONSTRUCTION OF THESE REGULATIONS TO THE LAW OF ANOTHER

JURISDICTION. In the event of a direct conflict between the provisions
of this

Agreement and any mandatory provision of the Act, the Act shall control.
In the

event of a direct conflict between the provisions of this Agreement and
any state

or federal law or regulation governing Number Portability, the law or
regulation

governing Number Portability shall control. If any provision of this
Agreement

or the application thereof to any Person or circumstance is held invalid
or

unenforceable to any extent, the remainder of this Agreement and the
application

of that provision to other Persons or circumstances is not affected
thereby and

that provision shall be enforced to the greatest extent permitted by
law.

15.7 Further Assurances. In connection with this Agreement and the
transactions

contemplated hereby, each Member shall execute and deliver any
additional

documents and instruments and perform any additional acts that may be
necessary

or appropriate to effectuate and perform the provisions of this
Agreement and

those transactions.

15.8 Waiver of Certain Rights. Each Member irrevocably waives any right
it may

have to maintain any action for dissolution of the Company or for
partition of the

property of the Company.

15.9 Limitation on Rights of Others. Nothing in this Agreement, whether
express

or implied, shall be construed to give any Person (other than the
Members and

their respective legal representatives, permitted successors and assigns
as

expressly provided herein) any legal or equitable right, remedy or claim
under or

in respect of this Agreement or any covenants, conditions or provisions
contained

herein, as a third party beneficiary or otherwise. Without limiting the
generality

of the foregoing, none of the provisions of this Agreement shall be for
the benefit

of, or enforceable by, any creditors of the Company or any other Person.
Except

and only to the extent provided by applicable statute, no such creditor
or other

third party shall have any rights under this Agreement or any agreement
between

the Company and any Member with respect to any Capital Contribution or

otherwise.

15.10 Notice to Members of Provisions of this Agreement. By executing
this

Agreement, each Member acknowledges that it has actual notice of all of
the

provisions of this Agreement, including, without limitation, the
restrictions on the

transfer of Membership Interests set forth in Article III. Each Member
hereby

agrees that this Agreement constitutes adequate notice of all such
provisions,

including, without limitation, any notice requirement under Chapter 8 of
the

Delaware Uniform Commercial Code and each Member hereby waives any

requirement that any further notice thereunder be given.

15.11 Headings. Headings used in this Agreement are for convenience only
and shall

not in any way control the meaning or interpretation of this Agreement.

15.12 Counterparts. This Agreement may be executed in any number of
counterparts

with the same effect as if all signing parties had signed the same
document. All

counterparts shall be construed together and constitute one and the same

instrument.

15.13 Facsimiles. Any copy, facsimile, telecommunication, other reliable
reproduction

of a writing, transmission or signature may be substituted or used in
lieu of the

original writing, transmission or signature for any and all purposes for
which the

original writing, transmission or signature could be used, provided such
copy,

facsimile, telecommunication or other reproduction shall be a complete

reproduction of the entire original writing, transmission or signature.

IN WITNESS WHEREOF, the Members have executed this Agreement as of the
date

first set forth above.

MEMBERS:

MCIMETRO ACCESS TRANSMISSION SOUTHWESTERN BELL TELEPHONE

SERVICES TELEPHONE COMPANY

By: By:

Title: Title:

Date of Execution: Date of Execution:

AT&T COMMUNICATIONS OF THE GTE SOUTHWEST INCORPORATED

SOUTHWEST

By: By:

Title: Title:

Date of Execution: Date of Execution:

MFS COMMUNICATIONS COMPANY, TIME WARNER COMMUNICATIONS

INC. HOLDINGS, INC.

By: By:

Title: Title:

Date of Execution: Date of Execution:

SPRINT/UNITED MANAGEMENT COMPANY

By:

Title:

Date of Execution:

EXHIBIT A

List of Members

Name and Address Capital Sharing

of Each Member Contribution Ratio

1\. MCImetro Access Transmission \$10,000 1/7 or 14.3%

8521 Leesburg Pike

Vienna, VA 22181

2\. Southwestern Bell Telephone \$10,000 1/7 or 14.3%

Company

1616 Guadalupe, Room 600

Austin, TX 78701

3\. AT&T Communications of the \$10,000 1/7 or 14.3%

Southwest

919 Congress Avenue

Austin, Texas 78701

4\. GTE Southwest Incorporated \$10,000 1/7 or 14.3%

HQE-2N20

600 Hidden Ridge

Irving, TX 75038

5\. MFS Communications Company, Inc. \$10,000 1/7 or 14.3%

400 W. 15th Street, Suite 200

Austin, Texas 78701

6\. Time Warner Communications \$10,000 1/7 or 14.3%

Holdings, Inc.

12012 N. MoPac Expressway

Austin, TX 78758

7\. Sprint/United Management Company \$10,000 1/7 or 14.3%

5454 West 110th Street

Overland Park, Kansas 66211

EXHIBIT B

Terms And Conditions Governing Intellectual Property

I. Intellectual Property\--Rights in and to Technology.

\(a\) To the extent that any new technology and/or any improvements,
enhancements

or modifications to existing technology are developed for the Company,
the

Company may endeavor, consistent with any restrictions imposed by law,
to

obtain appropriate ownership or use rights in and to such technology and
all

intellectual property and other proprietary rights therein.

\(b\) To the extent the Company obtains ownership or use rights, upon
request and to

the extent allowed by the owner and/or licensor, a Member may obtain a
license

for the use of such technology on terms and conditions for Member use of
such

technology to be developed by the Company (\"Company Terms and
Conditions\").

\(c\) Any such Member license rights are assignable to a Member\'s
Affiliate.

\(d\) Upon the withdrawal of a Member from the Company, any license
rights in and

to such technology shall be treated in accordance with the Company Terms
and

Conditions.

\(e\) Each Member retains all rights in and to its own technology and
does not hereby

grant any right in or to such technology to the Company or any
individual

Member.

II\. Rights in and to Trademarks, Service Marks, Logos and Other
Proprietary Marks

\(a\) To the extent that the Company develops any trademarks, service
marks, logos

and other proprietary marks (\"Company Marks\") the Company shall hold
all

rights in and to any Company Marks.

\(b\) To the extent that the Company develops any Company Marks, upon
request, a

Member may obtain the right to use the Company Marks for uses consistent
with

policies to be developed by the Company for Member use of Company Marks.

\(c\) Any such Member use rights are assignable to Member\'s Affiliates.

\(d\) Upon the withdrawal or expulsion of a Member from the Company, any
use

rights in and to the Company Marks automatically shall terminate.

\(e\) Each Member retains all rights in and to its own trademarks,
service marks, logos

and other proprietary marks and does not hereby grant any right in or to
such

marks to the Company or any individual Member.

LIMITED LIABILITY COMPANY AGREEMENT

FOR

SOUTHWEST REGION PORTABILITY COMPANY, L.L.C.

A DELAWARE LIMITED LIABILITY COMPANY

THE SECURITIES ISSUED PURSUANT TO OR REPRESENTED BY THIS

AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES

LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM

THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SAID ACT AND

SUCH LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,

DELIVERED AFTER SALE, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED

OR OTHERWISE DISPOSED OF UNLESS REGISTERED AND QUALIFIED UNDER

APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR UNLESS, IN THE

OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION

AND QUALIFICATION ARE NOT REQUIRED. ANY TRANSFER OF SUCH SECURITIES

IS SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS SET FORTH

HEREIN.

SUCH SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY

THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES

COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE

FOREGOING AUTHORITIES PASSED ON OR ENDORSED THE MERITS OF THIS

OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.