Filed by Automated Filing Services Inc. (604) 609-0244 - Encore Clean Energy, Inc. - Exhibit 10.1


 


 LIMITED LIABILITY COMPANY AGREEMENT 

 OF 

 WORLD, WIND AND WATER ENERGY LLC 

 THE LIMITED LIABILITY COMPANY INTERESTS EVIDENCED
  BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
  AS AMENDED (THE “ACT”), OR UNDER APPLICABLE STATE SECURITIES LAWS
  (THE “STATE ACTS”), AND MAY BE OFFERED OR SOLD BY A PURCHASER OF
  THE LIMITED LIABILITY COMPANY INTERESTS ONLY (1) UPON REGISTRATION OF THE LIMITED
  LIABILITY COMPANY INTERESTS UNDER THE ACT AND THE STATE ACTS OR PURSUANT TO
  AN EXCEPTION THEREFROM, AND (2) AFTER COMPLIANCE WITH ALL RESTRICTIONS ON TRANSFER
  OF LIMITED LIABILITY COMPANY INTEREST IMPOSED BY THIS AGREEMENT, INCLUDING (WITHOUT
  LIMITATION) THE PROVISIONS OF SECTION 9. 

 1 



 
  LIMITED LIABILITY COMPANY AGREEMENT 

 OF 

 WORLD, WIND AND WATER ENERGY LLC 

                                THIS
  LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is effectuated
  as of January 14, 2005, pursuant to Section 18-209 of the Delaware Limited Liability
  Company Act (the “Delaware LLC Act”). Encore Clean Energy, Inc.,
  a Delaware corporation (“Encore”), Robert D. Hunt (“Hunt”)
  and The Abell Foundation, Inc., a Maryland corporation (“Abell”),
  and any other persons or entities, who shall in the future execute and deliver
  this Agreement pursuant to the provisions hereof shall hereinafter collectively
  be referred to as the “Members.” 

                                WHEREAS,
  a Certificate of Formation (the “Certificate”), dated as of December
  16, 2004 has been filed by Mark Paul Lehman as an authorized person to form
  a limited liability company under the name “World, Wind and Water Energy
  LLC” (the “LLC”) pursuant to the provisions of the Delaware
  LLC Act; 

                                WHEREAS,
  Abell shall contribute cash to the LLC in accordance with this Agreement;

                                WHEREAS,
  Encore and Hunt shall contribute certain intellectual property (the “IP
  Contribution”) relating to air and water turbine technology to the LLC
  (the “LLC Technology”) pursuant to that certain Technology Contribution
  Agreement among the LLC, Encore and Hunt dated as of the date hereof; and 

                                WHEREAS,
  by executing this Agreement, each of the Members hereby (i) ratifies the formation
  of the LLC and the filing of the Certificate, (ii) confirms and agrees to the
  Members’ status as members of the LLC, and (iii) continues the existence
  of the LLC for the purposes hereinafter set forth, subject to the terms and
  conditions hereof. 

                                NOW,
  THEREFORE, in consideration of the foregoing, and of the covenants and agreements
  hereinafter set forth, it is hereby agreed as follows: 

 1.           CERTAIN
  DEFINITIONS  

                                Unless
  the context otherwise specifies or requires, capitalized terms used herein shall
  have the respective meanings assigned thereto in Addendum I,
  attached hereto, and incorporated herein by reference, for all purposes of this
  Agreement (such definitions to be equally applicable to both the singular and
  the plural forms of the terms defined). Unless otherwise specified, all references
  herein to Articles or Sections are to the Articles or Sections of this Agreement.


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 2.           FORMATION;
  NAME; PLACE OF BUSINESS 

               2.1
            Formation of LLC; Certificate
  of Formation 

                                The
  Members of the LLC hereby: 

                                2.1.1.
  approve and ratify the filing of the Certificate with the Secretary of State
  of the State of Delaware on December 17, 2004 under the provisions of the Delaware
  LLC Act; 

                                2.1.2.
  confirm and agree to their status as Members of the LLC; 

                                2.1.3.
  execute this Agreement for the purpose of continuing the existence of the LLC
  and establishing the rights, duties, and relationship of the Members; 

                                2.1.4.
  (i) agree that if the laws of any jurisdiction in which the LLC transacts business
  so require, the Board of Managers or the appropriate officers or other authorized
  representatives of the LLC shall file, or shall cause to be filed, with the
  appropriate office in that jurisdiction, any documents necessary for the LLC
  to qualify to transact business under such laws; and (ii) agree and obligate
  themselves to execute, acknowledge, and cause to be filed for record, in the
  place or places and manner prescribed by law, any amendments to the Certificate
  as may be required, either by the Delaware LLC Act, by the laws of any jurisdiction
  in which the LLC transacts business, or by this Agreement, to reflect changes
  in the information contained therein or otherwise to comply with the requirements
  of law for the continuation, preservation, and operation of the LLC as a limited
  liability company under the Delaware LLC Act; and 

                                2.1.5.
  each represent and warrant that such Member is duly authorized to execute, deliver,
  and perform its obligations under this Agreement and that the Person, if any,
  executing this Agreement on behalf of such Member is duly authorized to do so
  and that this Agreement is binding on and enforceable against such Member in
  accordance with its terms. 

               2.2
             Name of LLC 

                                The
  name under which the LLC shall conduct its business is “World, Wind and
  Water Energy LLC”. The business of the LLC may be conducted under any
  other name permitted by the Delaware LLC Act that is deemed necessary or desirable
  by the Board of Managers, in their sole and absolute discretion. The Board of
  Managers or the appropriate officers or other authorized representatives of
  the LLC promptly shall execute, file, and record, or cause to be executed, filed
  and 

 3




 recorded, any assumed or fictitious name certificates required by the laws
  of the State of Delaware or any state in which the LLC conducts business. 

               2.3
            Place of Business 

                                Except
  as otherwise set forth in Section 5.1.4 hereof, the principal
  place of business and any production, manufacturing or assembly facilities shall
  be located in the City of Baltimore, Maryland. The Board of Managers may hereafter
  change the principal place of business of the LLC to such other place or places
  within the United States as the Board of Managers may from time to time determine,
  only in accordance with Section 7.1.6, provided that if necessary,
  the Board of Managers shall amend, or shall cause to be amended, the Certificate
  in accordance with the applicable requirements of the Delaware LLC Act.

               2.4
             Registered Office
  and Registered Agent 

                                The
  street address of the initial registered office of the LLC shall be c/o The
  Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in
  the city of Wilmington, County of New Castle, Delaware, and the LLC’s
  registered agent at such address shall be The Corporation Trust Company. The
  registered office and the registered agent of the LLC may be changed by the
  Board of Managers from time to time in accordance with the then applicable provisions
  of the Delaware LLC Act and any other applicable laws. 

 3.           PURPOSES
  AND POWERS OF LLC

              
  3.1            Purposes 

                                The
  purposes of the LLC shall be to engage in any lawful business permitted by the
  Delaware LLC Act or laws of any jurisdiction in which the LLC may do business
  and to enter into any lawful transaction and engage in any lawful activities
  in furtherance of the foregoing purposes and as may be necessary, incidental,
  or convenient to carry out the business of the LLC as contemplated by this Agreement.

               3.2
             Powers 

                                Subject
  to all of the provisions of this Agreement, the LLC shall have the power to
  do any and all acts and things necessary, appropriate, advisable, or convenient
  for the furtherance and accomplishment of the purposes of the LLC, including,
  without limitation, to engage in any kind of activity and to enter into and
  perform obligations of any kind necessary to or in connection with, or incidental
  to, the accomplishment of the purposes of the LLC, so long as said activities
  and 

 4




 obligations may be lawfully engaged in or performed by a limited liability
  company under the Delaware LLC Act. 

 4.           TERM
  OF LLC  

                                The
  existence of the LLC commenced on the date upon which the Certificate was duly
  filed with the Secretary of State of the State of Delaware and shall continue
  until dissolved and liquidated in accordance with the provisions of
  Section 10. 

 5.           CAPITAL
  

               5.1
             Initial Capital
  Contributions and Percentage Interests of Members 

                                5.1.1.
  Initial Capital Contributions 

                                Concurrently
  with the execution of this Agreement, each Member shall be deemed to have made
  the initial Capital Contribution as set forth opposite such Member’s name
  in Exhibit A attached hereto. Except as otherwise provided
  in the Delaware LLC Act and this Agreement, the Members shall not be required
  to make any Capital Contributions or loans to the LLC other than set forth in
  this Section 5.1. Exhibit A shall be
  amended from time to time by the officers of the LLC as necessary to reflect
  any additional Capital Contributions made in accordance with this Section
  5.1. 

                                5.1.2.
  Percentage Interests 

                                Each
  Member shall own an LLC Interest representing the Percentage Interest in the
  LLC as set forth opposite such Member’s Name in Exhibit A.

                                5.1.3
  Abell Contribution 

                                Notwithstanding
  anything to the contrary contained herein, Abell shall contribute its initial
  Capital Contribution of $100,000 to the LCC (the “Abell Initial Capital
  Contribution”) whereby the Abell Initial Capital Contribution shall be
  delivered in one installment of $50,000 (the “First Installment”)
  and one (the “Full Second Installment”) or more (each a “Partial
  Second Installment”) additional installments to total $50,000 in the
  aggregate, such Full Second Installment or any Partial Second Installment to
  be provided in Abell’s sole discretion.

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                                5.1.4
  Reduction in Abell Contribution and Percentage Interest; Restriction Waiver
  and Return of LLC Technology 

                          
                 (i)
           In the event that Abell elects
  not to provide any Partial Second Installment or the Full Second Installment
  pursuant to Section 5.1.3 within thirty (30) days (the “Notice
  Period”) of the written request by Encore and Hunt (such notice to be
  provided upon the LLC’s use of substantially all of the funds from the
  First Installment), the Members hereby agree that Abell’s Capital Contribution
  and Percentage Interest in the LLC shall be reduced pro rata and the officers
  of the LLC shall reflect such reduction on Exhibit A
  hereto.

                         
                  (ii)
           In the event that Abell chooses
  not to provide a Full Second Installment pursuant to Section 5.1.3
  or has not otherwise purchased such New LLC Interests pursuant to Section
  9.5 hereof within the Notice Period (such Notice Period to be extended,
  if necessary, to provide Abell with the ten days to determine whether to purchase
  any New LLC Interest pursuant to Section 9.5) such that Abell
  holds ten percent (10%) or more of the LLC Interests, the Members hereby agree
  that the requirement as set forth in Section 2.3 to locate the principal place
  of business and any production, manufacturing or assembly facilities in the
  City of Baltimore, Maryland shall be waived.

                         
                  (iii)
           In the event that Abell elects
  not to provide any Partial Second Installment, the Full Second Installment or
  has not otherwise purchased any New LLC Interest pursuant to Section
  9.5 hereof within the Notice Period (such Notice Period to be extended,
  if necessary, to provide Abell with the ten days to determine whether to purchase
  any New LLC Interest pursuant to Section 9.5), (x) the Members
  agree to cause the LLC to execute an agreement to assign the LLC Technology,
  (y) the LLC shall have no further interest in the LLC Technology and (z) the
  LLC shall be deemed to have authorized and appointed Hunt and Encore and to
  have granted to Hunt and Encore full power of attorney to execute, jointly and
  severally, in the name of and on behalf of the LLC where necessary, all documents
  as are reasonably necessary to perfect, affirm, record and maintain title of
  the LLC Technology in Hunt and to establish Encore’s license rights under
  that certain Exclusive License Agreement by and between Encore and Hunt dated
  as of May 20, 2003. Upon the occurrence of the events set forth in this clause,
  the Members shall further cause the LLC to execute and deliver to Hunt and/or
  Encore such additional documents and take such other action as may be reasonably
  necessary to continue, secure, defend, register, confirm, evidence and otherwise
  give full effect to and to perfect the rights of Hunt and/or Encore in the LLC
  Technology. 

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               5.2
             Capital Accounts
   

                                A
  separate Capital Account shall be established and maintained for each Member
  in all events in accordance with the Tax Allocations Addendum attached hereto
  as Addendum II and by this reference incorporated herein. 

               5.3
             Negative Capital
  Accounts 

                                Except
  to the extent the Members are required or elect to make contributions to the
  capital of the LLC under Section 5.1, no Member shall be required
  to pay to the LLC or to any other Member any deficit or negative balance which
  may exist from time to time in such Member's Capital Account.

               5.4
             No Interest on
  Capital Contributions or Capital Accounts 

                                No
  Member shall be entitled to receive any interest on its Capital Contributions
  or its outstanding Capital Account balance. 

               5.5
             Advances to LLC
   

                                Members
  may advance funds to the LLC in excess of the amounts deemed hereunder to be
  contributed by them to the capital of the LLC only with the consent of the Board
  of Managers. Any such approved advances by a Member shall not result in any
  increase in the amount of such Member’s Capital Account or entitle it
  to any increase in the Percentage Interest represented by such Member’s
  LLC Interest. The amounts of such advances shall be a debt of the LLC to such
  Member and shall be payable or collectible only out of the LLC Assets in accordance
  with the terms and conditions agreed upon by the Board of Managers. 

               5.6
             Liability of Members
  and Board of Managers 

                                Except
  as otherwise provided in the Delaware LLC Act, the debts, obligations and liabilities
  of the LLC, whether arising in contract, tort or otherwise, shall be solely
  the debts, obligations and liabilities of the LLC, and none of the Members or
  the Managers shall be obligated personally for any such debt, obligation or
  liability of the LLC solely by reason of being a Member or a Manager. The failure
  of the LLC to observe any formalities or requirements relating to the exercise
  of its powers or management of its business or affairs under the Delaware LLC
  Act or this Agreement shall not be grounds for imposing personal liability on
  any Member or Manager for liabilities of the LLC. 

 7




               5.7
             Return of Capital
   

                                Except
  upon the dissolution of the LLC or as may be specifically provided in this Agreement,
  no Member shall have the right to demand or to receive the return of all or
  any part of its Capital Account or its Capital Contributions to the LLC. 

               5.8
             Issuance of Additional
  LLC Interests

                                In
  accordance with this Agreement, the Board of Managers shall cause the LLC from
  time to time to issue to Members or other Persons (who, upon such issuance and
  the execution by such Persons of such documents as the Board of Manager deems
  necessary or appropriate to evidence such Persons’ agreement to be admitted
  as a Member and to be bound by the terms and conditions of the Certificate and
  this Agreement, shall automatically become Members) (i) additional LLC Class
  A Interests pursuant to warrants for LLC Class A Interests as set forth on Exhibit
  B and (ii) such other additional LLC Interests for such consideration
  and in one or more classes, or one or more series of any such classes, with
  such designations, preferences and relative, participation, optional or other
  special rights, powers and LLC Interests, all as shall be determined by the
  Board of Managers subject to the requirements of Delaware law and to the requirements
  of this Agreement, including without limitation, (x) the allocations of items
  of LLC income, gain, loss, deduction and credit to each such class or series
  of LLC Interests; (y) the right of each such class or series of LLC Interests
  to share in LLC distributions; and (z) the rights of each such class or series
  of LLC Interests upon dissolution and liquidation of the LLC. Such issuance
  of additional LLC Interests shall automatically and without any further action
  by the Members cause the Member’s Percentage Interests to be adjusted
  to reflect the additional LLC Interests issued. The Exhibits shall be amended
  from time to time by the officers of the LLC, as necessary, to reflect any issuance
  of additional LLC interests. 

 6.           ALLOCATION
  OF PROFITS AND LOSSES; DISTRIBUTIONS 

               6.1
             Allocation of Net
  Income or Net Loss 

                                The
  Net Income or Net Loss, other items of income, gains, losses, deductions and
  credits, and the taxable income, gains, losses, deductions and credits of the
  LLC, if any, for each Fiscal Year (or portion thereof) shall be allocated to
  the Members as provided in the Tax Allocations Addendum. 

               6.2
             Allocation of Income
  and Loss With Respect to LLC Interests Transferred 

                                If
  any LLC Interest is transferred during any Fiscal Year, the Net Income or Net
  Loss (and other items referred to in Section 6.3) attributable
  to such 

 8




 LLC Interest for such Fiscal Year shall be allocated between the transferor
  and the transferee based on the number of days during such Fiscal Year for which
  each party was the owner of the LLC Interest transferred. 

               6.3
             Distributions 

                                6.3.1
  Determination of Availability. 

                                Cash
  available or property available to be distributed in-kind by the LLC to the
  Members (“Distributions”) shall be determined for each Fiscal Year
  by the Board of Managers and shall be distributed to the Members in proportion
  to their Percentage Interests. 

                                6.3.2
  Distribution to Members. 

                                Distributions
  shall be distributed at least annually within one hundred twenty (120) days
  after the end of each Fiscal Year, commencing with the Fiscal Year ending December
  31, 2005. Distributions also may be distributed, in the sole and absolute discretion
  of the Board of Managers, after retention of appropriate reserves, at other
  times during any Fiscal Year in anticipation of the year-end determination thereof,
  and such Distributions shall be subject to year-end adjustment. The Members
  agree that, within thirty (30) days after determination by the LLC that an overpayment
  was made to any Member for any Fiscal Year pursuant to this Section
  6.3, such Member shall repay the overpayment unless the Board of Managers
  otherwise agrees to allow such overpayment to be a credit against future Distributions,
  or make such other adjustments as the Board of Managers determines to be appropriate
  to remedy such overpayment. 

 7.           MEMBERS
  AND MANAGEMENT 

              7.1
             Members 

                               7.1.1.
  Classes of LLC Interests. 

                                For
  purposes of voting, the LLC Interests shall be either “Class A Interests”
  or “Class B Interests” with such relative rights, powers and duties
  as are set forth in or established in accordance with this Agreement. The LLC
  Interests of each of Encore and Hunt (or any successor, respectively) (each
  a “Class A Member”) shall be Class A Interests. The LLC Interests
  of Abell (or its successor) (the “Class B Member”) shall be Class
  B Interests. 

                                7.1.2.
  Meetings 

                                The
  Members shall meet at such place, on such date and at such time as may be fixed
  by the Board of Managers for the purpose of electing Board of 

 9




 Managers and for the transaction of such other lawful business as may come
  before the meeting. Meetings of the Members may be called by a Chief Executive
  Officer and shall be called by the Chief Executive Officer or Secretary upon
  the request of the Board of Managers or any Member upon at least ten (10) nor
  more than sixty (60) days’ notice to all Members in writing or by telephone,
  facsimile or electronic mail. No business shall be acted upon at a meeting that
  is not stated in the notice of the meeting unless all Members are present (in
  person or by proxy) at the meeting and agree to take action on such business.
  Members may vote in person or by proxy, and such proxy may be granted in writing,
  by means of electronic transmission (as defined in the Delaware LLC Act), or
  as otherwise permitted by applicable law. Meetings of Members may be held by
  telephone or any other communications equipment by means of which all participating
  Members can simultaneously hear each other during the meeting. 

                                7.1.4.
  Quorum 

                                No
  action may be taken at a meeting of Members unless a quorum consisting of at
  least a majority of the Members is present in person or by proxy. 

                                7.1.5.
  Action by Written Consent 

                                Any
  action which may be taken by the Members, or by any class of Members, under
  this Agreement may be taken without a meeting if consents in writing setting
  forth the action so taken are signed by Members who own LLC Interests having
  voting power to cast not less than the minimum number of votes necessary for
  such action to be taken by the Members, or such class of Members. All Members
  who do not participate in taking the action by written consent shall be given
  written notice thereof by the Secretary of the LLC promptly after such action
  has been taken. A consent transmitted by electronic transmission (as defined
  in the Delaware LLC Act) by a Member or by a person or persons authorized to
  act for a Member shall be deemed to be written and signed for purposes of this
  Section 7.1.5. 

                                7.1.6.
  Voting Rights; Required Vote 

                           
                (i)
           Each Member shall be entitled
  to vote the Percentage Interest represented by such Member’s LLC Interest
  with respect to any section required or permitted to be entitled to vote the
  Percentage Interest represented by such Member’s LLC Interest as set forth
  on Exhibit A with respect to any action required or
  permitted to be taken by the Members under this Agreement except as otherwise
  set forth in below. Each Member shall be entitled to notice of all meetings
  of Members in accordance with this Agreement, and except as otherwise required
  by law or set forth in this Agreement, each Member shall be entitled to vote
  on all matters submitted to the Members for a vote.

 10




                           
                (ii)
           The Class A Members, by majority
  vote, shall be entitled to vote the Percentage Interest represented by each
  Class A Member for the election of one Manager (the “Class A Designated
  Manager”). The Class B Members, by majority vote, shall be entitled to
  vote the Percentage Interest represented by each Class B Member for the election
  of one Manager (the “Class B Designated Manager”). 

                         
                  (iii)
           Except as otherwise provided
  in Section 5.1.4 hereof, in addition to any other rights provided by law, the
  consent of the Class B Member given in writing or by vote at a meeting shall
  be required for the LLC to:

         (a)
           enter into any agreement, transaction,
  commitment or arrangements to incur any debt financing;

         (b)
           authorize or effect a (x) Reorganization
  Event or (y) Liquidation;

         (c)
           amend or repeal any provision
  of the LLC’s certificate of formation or this Agreement (except Exhibit
  A hereto which the officers of the LLC may amend from time to time in accordance
  with this Agreement); 

         (d)
           authorize the issuance of any
  additional LLC Interests (except pursuant to the warrant set forth on Exhibit
  B); 

         (e)
           authorize or effect the payment
  of Distributions on, or the redemption or repurchase of, any LLC Interests;


         (f)
           enter into any agreement, transaction,
  commitment or arrangement with any Affiliate with a value in excess of $5,000,
  except for (x) agreements, transactions, commitments and arrangements entered
  into with Managers and Affiliates thereof that are approved by a majority of
  the disinterested Managers, (y) agreements, transactions, commitments and arrangements
  entered into on an arm’s-length basis on terms that are fair and reasonable
  to the LLC, and (z) employment and compensation arrangements and benefit programs
  for officers and Managers approved by the Board of Managers (including, in the
  case of arrangements made with Managers, a majority of the disinterested Managers);


          (g)
           following the initial location
  of the chief executive office of the LLC in the City of Baltimore, move such
  office out of the City of Baltimore;

 11




         (h)
           following the initial location
  of the production or assembly facilities of the LLC in the City of Baltimore,
  Maryland, move such facilities out of the City of Baltimore, unless adequate
  space and industrial facilities are not available, or satisfactory labor agreements
  or transportation conditions are not attainable, within such City on commercially
  reasonable terms;

         (i)
           take any other action materially
  and adversely affecting the rights of the Class B Member;

         (j)
           form any direct or indirect
  subsidiary of the LLC; or 

         (k)
           materially change the nature
  of the LLC’s Business or enter into any new line of business. 

         “Business”
  shall mean solely the research and development of the LLC Technology, the production
  and testing of prototypes of the LLC Technology and related activities thereto.


                                7.1.7.
  Waivers of Notice 

                                Whenever
  the giving of any notice to Members is required by statute or this Agreement,
  a waiver thereof, in writing and delivered to the LLC signed by the Person or
  Persons entitled to said notice, whether before or after the event as to which
  such notice is required, shall be deemed equivalent to notice. Attendance of
  a Member at a meeting or execution of a written consent to any action shall
  constitute a waiver of notice of such meeting or action. 

               7.2
             Management of LLC
  by Board of Managers 

                                7.2.1.
  Management by Board of Managers 

                                The
  Members hereby unanimously agree that the full responsibility for management
  of the business and affairs of the LLC shall be delegated to a board of managers
  (the “Board of Managers”) pursuant to Section 18-402 of the Delaware
  LLC Act, subject in all cases to the provisions of Section 7.4.


                                7.2.2.
  Power and Authority of Board of Managers 

                                Subject
  to the provisions of Section 7.4 and except as otherwise expressly
  provided in this Agreement, the Board of Managers (acting on behalf of the LLC)
  shall have the right, power, and authority to manage, operate, and control the
  business and affairs of the LLC and to do or cause to be done any and all acts,
  at 

12




 the expense of the LLC, deemed by the Board of Managers to be necessary or
  appropriate to effectuate the purposes of the LLC. Except as otherwise expressly
  provided in this Agreement or as may be approved by the Board of Managers, no
  Member shall have any authority, right or power, by virtue of being a Member,
  to bind the LLC, or to manage or control, or to participate in the management
  or control of, the business and affairs of the LLC in any manner whatsoever.
  Without limiting the generality of the foregoing, the Board of Managers shall
  have the right, power, and authority on behalf of the LLC: 

                            
               (i)
           to develop, review, and approve
  annual budgets, policies, operating guidelines, and other operational items
  for the LLC; 

                           
               (ii)
           to elect officers of the LLC
  in accordance with Section 7.3; 

                          
                (iii)
          to arrange for such personnel as
  may be necessary or convenient to carry out the business and affairs of the
  LLC;

                         
                 
  (iv)        to establish such reasonable cash
  reserves to provide for anticipated expenses of the LLC as the Board of Managers
  determines to be necessary for timely payment of such expenses; and 

                        
                  (v)
           to direct the Chief Executive
  Officer or any other duly appointed officer of the LLC to make, execute, assign,
  acknowledge, and file on behalf of the LLC any and all documents or instruments
  of any kind which the Board of Managers may deem necessary or appropriate in
  carrying out the business and affairs of the LLC, including, without limitation,
  powers of attorney, agreements of indemnification, documents, or instruments
  of any kind or character, and amendments thereto (and no person, firm or corporation
  dealing with the Board of Managers shall be required to determine or inquire
  into the authority or power of the Board of Managers to bind the LLC or to execute,
  acknowledge, or deliver any and all documents in connection therewith). 

                                Except
  as may be approved by the Board of Managers, no Manager, acting individually,
  shall have any authority, right or power, by virtue of being a Manager, to bind
  the LLC. 

                                7.2.3.
  Composition; Election; Removal 

                             
              (i)         
  Number; Qualifications. The Board of Managers shall initially be composed
  of three (3) members (each, a “Manager”). Managers need not be Members.

                            
               (ii)
           Election. The Class
  A Manager and Class B Manager shall be elected pursuant to Section 7.1.6.
  The Class A Manager and Class B Manager shall elect an additional Manager (the
  “Additional Manager”). Each Class

 13




 A Manager and Class B Manager shall be elected at the annual meeting of Members
  held for the purpose of electing Managers, to hold office until the next annual
  meeting of Members and until their respective successors are duly elected and
  qualified. The Additional Manager shall hold office until such time as the Class
  A Manager and Class B Manager vote to remove such Additional Manager and until
  a successor is duly elected and qualified. 

                           
                (iii)
           Initial Board of Managers.
  The initial Board of Managers shall consist of Dan Hunter (designated hereafter
  as the Class A Manager) and Eileen O’Rourke (designated hereafter as the
  Class B Manager); provided, that upon receipt by the LLC of any Partial Second
  Installment or the Full Second Installment, the Class A Manager and Class B
  Manager shall appoint the Additional Manager pursuant to Section 7.2.3(ii) hereof.

                           
                (iv)
           Vacancies. In
  the event of any vacancy in the office of a Manager as a result of the death,
  incapacity, resignation or removal of a Manager, such vacancy shall be filled
  either (x) by the affirmative vote of a majority of the Class of Members which
  elected the Manager whose office is vacant at a meeting of the Members called
  for such purpose or (y) by the Class A Manager and Class B Manager with respect
  to the Additional Manager. The Manager elected to fill any vacancy shall hold
  office until the next annual meeting of the Members for the election of Managers
  and until such Manager’s successor is duly elected and qualified.

                          
                 (v)
           Removal of Managers.
  Any Manager may be removed, with or without cause, by (i) the affirmative vote
  of a majority of the Class of Members which elected such Manager with respect
  to the Class A Manager and the Class B Manager, respectively, and (ii) the Class
  A Manager and Class B Manager with respect to the Additional Member. Any vacancy
  caused by any such removal shall be filled as provided in Section 7.2.3(iv)
  above.

                                7.2.4.
  Meetings 

                                Regular
  meetings of the Board of Managers shall be held at least once each Fiscal Year
  on such date and at such place and time as may be fixed from time to time by
  the Board of Managers (unless such meeting shall be waived by all of the Managers).
  Regular meetings of the Board of Managers shall be held on not less than two
  (2) days notice to all Managers in writing or by telephone or facsimile transmission.
  Special meetings of the Board of Managers may be called by the Chief Executive
  Officer or Secretary, on written request of two Managers or by the Class B Member.
  No business shall be acted upon at a special meeting that is not stated in the
  notice of the meeting unless all managers are present in person and consent
  to such additional business. Managers may vote in person or by proxy, and such
  proxy may be granted in writing, by electronic transmission (as defined in the
  Delaware LLC Act), or as otherwise permitted by applicable law. Meetings of
  the 

 14




 Board of Managers may be held by conference telephone or other communications
  equipment by means of which all participating Managers can simultaneously hear
  each other during the meeting.

                                7.2.5.
  Quorum 

                                No
  action may be taken at a meeting of the Board of Managers unless a quorum consisting
  of at least a majority of the Managers then in office are present in person
  or by proxy; provided, however, that the Class B Manager is present in person
  or by means permitted under this Section 7 and the act of a
  majority of the Managers present at any meeting at which there is a quorum (which
  majority shall include the Class B Manager) shall be the act of the Board of
  Managers, except as may be otherwise specifically provided by statute, the certificate
  of formation or this Agreement. If a quorum shall not be present at any meeting
  of the Board of Managers, the Managers present thereat may adjourn the meeting
  from time to time, without notice other than announcement at the meeting, until
  a quorum is present. 

                                7.2.6.
  Action by Written Consent 

                                Any
  action which may be taken by the Board of Managers under this Agreement may
  be taken without a meeting if consents in writing setting forth the action so
  taken are signed by a majority of the Managers then in office (which majority
  shall include the Class B Manager).

                                7.2.7.
  Voting Rights; Required Votes 

                                Each
  Manager shall be entitled to cast one vote with respect to any matter coming
  before the Board of Managers, except with respect to a determination to seek
  indemnification pursuant to Section 7.6 hereof, in which event
  a Manager seeking indemnification hereunder shall have no vote with respect
  to his indemnification. Any action required or permitted to be taken by the
  Board of Managers must be approved by the affirmative vote of a majority of
  the Managers then in office (which majority shall include the Class B Manager),
  except that any determination to grant indemnification to a Manager pursuant
  to Section 7.6 hereof shall require the affirmative vote of
  a minimum of one (1) Manager (provided, that to the extent that such determination
  is not concerning the Class B Manager, a majority shall include at least the
  Class B Manager). 

                                7.2.8.
  Compensation of Members of the Board of Managers

                                Members
  of the Board of Managers, as such, shall not receive any stated salary for their
  services, but the Board of Managers may authorize the payment to Managers of
  a fixed sum and expenses of attendance, if any, for each regular or special
  meeting of the Board of Managers attended; provided that 

 15




 nothing herein contained shall be construed to preclude any Manager from serving
  the LLC in any other capacity and receiving compensation therefor. 

                                7.2.9.
  Resignations 

                                Any
  Manager may resign at any time by giving written notice to the Board of Managers
  or to the Chief Executive Officer, President or the Secretary of the LLC. Any
  such resignation shall take effect at the time specified therein, or, if no
  time is specified, upon receipt thereof; and unless otherwise specified therein,
  acceptance of such resignation shall not be necessary to make it effective.

               7.3
             Officers 

                                7.3.1.
  Number, Election and Term of Office 

                                The
  officers of the LLC shall be a Chief Executive Officer, Treasurer and a Secretary,
  and may at the discretion of the Board of Managers include a President, one
  or more Vice Presidents, Assistant Secretaries and other officers. The officers
  of the LLC subsequently shall be elected annually by the Board of Managers at
  its first meeting held after the annual meeting of the Members for the election
  of Managers and shall hold their respective offices until their successors are
  duly elected and have qualified or until their earlier death, resignation or
  removal. Except as otherwise provided by law, any number of offices may be held
  by the same person.

                                7.3.2
  Chief Executive Officer 

                                The
  Chief Executive Officer of the LLC, subject to the direction of the Board of
  Managers, shall have general and active management of the business of the LLC,
  and shall see that all orders and resolutions of the Board of Managers are carried
  into effect. The Chief Executive Officer shall ensure that the books, reports,
  statements, certificates and other records of the LLC are kept, made or filed
  in accordance with the laws of the State of Delaware. The Chief Executive Officer
  shall cause to be called regular and special meetings of the Members and of
  the Board of Managers in accordance with this Agreement. The Chief Executive
  Officer may sign, execute and deliver in the name of the LLC all deeds, mortgages,
  bonds, contracts or other instruments authorized by the Board of Managers, except
  in cases where the signing, execution or delivery thereof shall be expressly
  delegated by the Board of Managers or by this Agreement to some other officer
  or agent of the LLC or where any of them shall be required by law otherwise
  to be signed, executed or delivered. The Chief Executive Officer shall appoint
  and remove, employ or discharge, and fix the compensation of all servants, agents,
  employees and clerks of the LLC other than the duly elected or appointed officers.
  In addition to the powers and duties expressly conferred upon the Chief Executive
  Officer by this Agreement, the Chief Executive Officer shall, except as otherwise
  specifically provided by the 

 16



 
 laws of the State of Delaware, have such other powers and duties as shall
  from time to time be assigned to the Chief Executive Officer by the Board of
  Managers. 

                                7.3.3.
  President 

                                Subject
  to the direction of the Board of Managers and Chief Executive Officer, the President
  (i) shall be the chief operating officer of the LLC, (ii) shall have full responsibility
  and authority for management of the day-today operations of the LLC, and (iii)
  may execute agreements and contracts on behalf of the LLC. 

                                7.3.4
  Treasurer 

                                The
  Treasurer shall have charge of the funds of the LLC. The Treasurer shall keep
  full and accurate accounts of all receipts and disbursements of the LLC in books
  belonging to the LLC and shall deposit all monies and other valuable effects
  in the name and to the credit of the LLC in such depositories as may be designated
  by the Board of Managers. The Treasurer shall disburse the funds of the LLC
  as may be ordered by the Board of Managers, and shall render to the Board of
  Managers, whenever they may require it, an account of all the Treasurer’s
  transactions as Treasurer and an account of the business and financial position
  of the LLC. 

                                7.3.5.
  Secretary 

                                The
  Secretary, at the direction of the Board of Managers, shall prepare and distribute
  to the Board Members an agenda in advance of each meeting and shall prepare
  and distribute promptly to each Board Member written minutes of all meetings
  of the Board of Managers. The Secretary shall also be responsible for preparing
  and distributing to the Board Members any notices received by the LLC or otherwise
  called for by this Agreement to be given by the LLC. 

                                7.3.6.
  Vice President 

                                The
  Board of Managers may appoint one or more Vice Presidents of the LLC. Each Vice
  President shall perform such duties as the Chief Executive Officer or the Board
  of Managers shall require of such Vice President.

                                7.3.7.
  Assistant Secretary 

                                The
  Board of Managers may appoint one or more Assistant Secretaries of the LLC.
  Each Assistant Secretary shall perform such duties as the Chief Executive Officer
  or the Board of Managers shall require of such Assistant Secretary. The Assistant
  Secretaries (in the order of their election) shall, during the absence or incapacity
  of the Secretary, assume and perform all functions and duties which the Secretary
  might lawfully do if present and not under any incapacity. 

 17



 
                                7.3.8.
  Other Officers 

                                The
  Board of Managers may appoint such other officers and agents of the LLC as the
  Board of Managers shall deem necessary or appropriate to carry out the business
  of the LLC upon such terms and conditions the Board of Managers may determine.
  Any such officer shall hold his or her respective office for the term specified
  by the Board of Managers unless earlier removed by the Board of Managers. 

                                7.3.9.
  Resignation 

                                Any
  officer or agent of the LLC may resign at any time by giving written notice
  to the Board of Managers or to the Chief Executive Officer of the LLC. Any such
  resignation shall take effect at the time specified therein or, if no time is
  specified, upon receipt thereof; and unless otherwise specified therein, acceptance
  of such resignation shall not be necessary to make it effective. 

                                7.3.10.
  Removal; Vacancies; Transfer of Duties 

                                Any
  officer or agent of the LLC may be removed from office, with or without cause,
  by the Board of Managers at a meeting called for that purpose. Any vacancy in
  the office of Chief Executive Officer or Secretary for any reason shall be filled
  by a person designated by the Board of Managers for the unexpired term of the
  vacant office. The Board of Managers in its sole and absolute discretion may
  transfer the power and duties, in whole or in part, of any officer to any other
  officer, or persons, notwithstanding the provisions of this Agreement, except
  as otherwise provided by the laws of the State of Delaware. 

                                7.3.11.
  Compensation 

                                The
  officers of the LLC shall be entitled to such salary or other compensation as
  the Board of Managers shall determine. 

                                7.3.12.
  Third Party Reliance 

                                Third
  parties dealing with the LLC shall be entitled to rely conclusively upon the
  power and authority of the officers of the LLC as set forth herein. 

               7.4
             Fiduciary Relationship
   

                                No
  Manager shall be liable to the LLC or its Members for monetary damages for breach
  of fiduciary duty as a Manager or otherwise liable, responsible or accountable
  to the LLC or its Members for monetary damages or otherwise for any acts performed,
  or for any failure to act; provided, however, that this provision shall not
  eliminate or limit the liability of a Manager (i) for any breach of the 

 18



 
 Manager’s duty of loyalty to the LLC or its Members, (ii) for acts or
  omissions which involve intentional misconduct or a knowing violation of law,
  or (iii) for any transaction from which the Manager received any improper personal
  benefit. 

               7.5
             Other Activities
  of Members or Affiliates 

                                Subject
  to any intellectual property or other property rights of the LLC and to protection
  of the confidentiality of any information treated as confidential by the LLC,
  any Member or any Affiliate thereof may have other business interests and may
  engage in other business ventures of any nature or description whatsoever, whether
  currently existing or hereafter created and may compete, directly or indirectly,
  with the business of the LLC. No Member or Affiliate thereof shall incur any
  liability to the LLC as a result of such Member’s or Affiliate’s
  pursuit of such other business interests, ventures, and competitive activity,
  and neither the LLC nor the other Members shall have any right to participate
  in such other business ventures or to receive or share in any income or profits
  derived therefrom. 

               7.6
             Indemnification
  of the Managers and Officers 

                                7.6.1.
  In accordance with Section 18-108 of the Delaware LLC Act, the LLC shall indemnify
  and hold harmless any Member, Manager, officer, or Affiliate thereof (individually,
  in each case, an “Indemnitee”) to the fullest extent permitted by
  law from and against any and all losses, claims, demands, costs, damages, liabilities
  (joint or several), expenses of any nature (including attorneys’ fees
  and disbursements), judgments, fines, settlements, and other amounts arising
  from any and all claims, demands, actions, suits, or proceedings, whether civil,
  criminal, administrative or investigative, in which the Indemnitee may be involved,
  or threatened to be involved, as a party or otherwise, arising out of or incidental
  to the business or activities of or relating to the LLC, regardless of whether
  the Indemnitee continues to be a Member, Manager, an officer or Affiliate thereof
  at the time any such liability or expense is paid or incurred; provided, however,
  that this provision shall not eliminate or limit the liability of an Indemnitee
  (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its
  Members, (ii) for acts or omissions which involve intentional misconduct or
  a knowing violation of law, or (iii) for any transaction from which the Indemnitee
  received any improper personal benefit. 

                                7.6.2.
  Expenses incurred by an Indemnitee in defending any claim, demand, action, suit,
  or proceeding subject to this Section 7.6 shall, from time
  to time, upon request by the Indemnitee be advanced by the LLC prior to the
  final disposition of such claim, demand, action, suit, or proceeding upon receipt
  by the LLC of an undertaking by or on behalf of the Indemnitee to repay such
  amount, if it shall be determined in a judicial proceeding or a binding arbitration
  that such Indemnitee is not entitled to be indemnified as authorized in this
  Section 7.6. 

 19



 
                                7.6.3.
  The indemnification provided by this Section 7.6 shall be in
  addition to any other rights to which an Indemnitee may be entitled under any
  agreement, vote of the Members, as a matter of law or equity, or otherwise,
  both as to an action in the Indemnitee’s capacity as a Member, Manager,
  an officer or any Affiliate thereof, and as to an action in another capacity,
  and shall continue as to an Indemnitee who has ceased to serve in such capacity
  and shall inure to the benefit of the heirs, successors, assigns, and administrators
  of the Indemnitee. 

                                7.6.4.
  The LLC may purchase and maintain insurance on behalf of the Board of Managers
  and such other Persons as the Board of Managers shall determine against any
  liability that may be asserted against or expense that may be incurred by such
  Persons in connection with offering of interests in the LLC or the business
  or activities of the LLC, regardless of whether the LLC would have the power
  to indemnify such Persons against such liability under the provisions of this
  Agreement. 

                                7.6.5.
  An Indemnitee shall not be denied indemnification in whole or in part under
  this Section 7.6 or otherwise by reason of the fact that the
  Indemnitee had an interest in the transaction with respect to which the indemnification
  applies if the transaction was otherwise permitted or not expressly prohibited
  by the terms of this Agreement. 

                                7.6.6.
  The provisions of this Section 7.6 are for the benefit of the
  Indemnitees, their heirs, successors, assigns and administrators and shall not
  be deemed to create any rights for the benefit of any other Persons. 

               7.7
             Delegation of Rights
  and Authority 

                                Except
  as otherwise expressly provided in this Agreement, neither the Board of Managers
  nor any Member or Manager may delegate to any Person or Persons the rights and
  powers of the Board of Managers or of such Member or Manager to manage and control
  the business and affairs of the LLC. 

 8.           BANK
  ACCOUNTS; BOOKS AND RECORDS; STATEMENTS; TAXES; FISCAL YEAR 

               8.1
             Bank Accounts 

                                All
  funds of the LLC shall be deposited in its name in such checking and savings
  accounts, time deposits or certificates of deposit, or other accounts at such
  banks as shall be designated by the Chief Executive Officer from time to time,
  and the Chief Executive Officer shall arrange for the appropriate conduct of
  such account or accounts. 

 20



 
               8.2
             Books and Records
   

                                The
  Chief Executive Officer shall keep, or cause to be kept, accurate, full and
  complete books and accounts showing assets, liabilities, income, operations,
  transactions and the financial condition of the LLC. Such books and accounts
  shall be prepared on the accrual basis of accounting, as determined by the Board
  of Managers. Any Member, or its respective designee, shall have access thereto
  at any reasonable time during regular business hours and shall have the right
  to copy said records at its expense.

               8.3
             Financial Statements
  and Information 

                                8.3.1.
  All financial statements prepared pursuant to this Section 8.3
  shall present fairly the financial position and operating results of the LLC
  and shall be prepared in accordance with generally accepted accounting principles
  on the accrual basis as provided in Section 8.2 for each Fiscal
  Year of the LLC during the term of this Agreement. 

                                8.3.2.
  Within thirty (30) days after the end of each quarterly period (the “Fiscal
  Quarter”) of each Fiscal Year, commencing on the first full Fiscal Quarter
  after the date of this Agreement, the Chief Executive Officer shall prepare
  and submit or cause to be prepared and submitted to the Members an unaudited
  statement of profit and loss for the LLC for such Fiscal Quarter and year-to-date
  and an unaudited balance sheet of the LLC dated as of the end of such Fiscal
  Quarter, in each case prepared in accordance with the generally accepted accounting
  principles consistently applied (subject to normal year end adjustments). 

                                8.3.3.
  Within one hundred twenty (120) days after the end of each Fiscal Year during
  the term of this Agreement, the Chief Executive Officer shall prepare and submit
  or cause to be prepared and submitted to the Members (i) an audited balance
  sheet, together with audited statements of profit and loss, Members’ equity
  and changes in financial position for the LLC during such Fiscal Year; (ii)
  a report of the activities of the LLC during the Fiscal Year; (iii) a report
  summarizing the fees and other remuneration paid by the LLC for such Fiscal
  Year to the Board of Managers and/or officers; and (iv) an audited statement
  showing any amounts distributed to the Members in respect of such Fiscal Year.


                                8.3.4.
  The Chief Executive Officer shall provide to the Members such other reports
  and information concerning the business and affairs of the LLC as may be required
  by the Delaware LLC Act or by any other law or regulation of any regulatory
  body applicable to the LLC.

 21



 
               8.4
             Accounting Decisions
   

                                All
  decisions as to accounting matters, except as specifically provided to the contrary
  herein, shall be made by the Board of Managers. 

               8.5
             Where Maintained
   

                                The
  books, accounts and records of the LLC at all times shall be maintained at the
  LLC’s principal office or such other office or offices as the Board of
  Managers shall determine. 

               8.6
             Tax Returns 

                                8.6.1.
  The Chief Executive Officer shall, at the expense of the LLC, cause to be prepared
  and delivered to the Members, in a timely fashion after the end of each Fiscal
  Year, copies of all federal and state income tax returns for the LLC for such
  Fiscal Year, one copy of which shall be timely filed with the appropriate tax
  authorities. Such returns shall accurately reflect the results of operations
  of the LLC for such Fiscal Year. The Board of Managers shall appoint a Member
  as the “tax matters partner” (as defined in the Code) of the LLC
  and is authorized and required to represent the LLC (at the expense of the LLC)
  in connection with all examinations of the affairs of the LLC by any federal,
  state, or local tax authorities, including any resulting administrative and
  judicial proceedings, and to expend funds of the LLC for professional services
  and costs associated therewith. 

                                8.6.2.
  The “tax matters partner” shall keep all Members fully informed
  of the progress of any such examination, audit or other proceeding, and any
  Member with a Percentage Interest of at least 10% (and any person that was a
  Member with a Percentage Interest of at least 10% in the year to which such
  examination, audit or other proceeding relates) shall have the right to participate
  in such examination, audit or other proceeding. Each Member and former Member
  agrees to cooperate with the Board of Managers and the “tax matters partner”
  and to do or refrain from doing any or all things reasonably required by the
  Chief Executive Officer in connection with the conduct of such proceedings.


               8.7
              Fiscal Year 

                                The
  fiscal year of the LLC for financial, accounting, federal, state and local income
  tax purposes shall initially be the fiscal year commencing on January 1 and
  ending on December 31 (the “Fiscal Year”). The Board of Managers
  shall have authority to change the beginning and ending dates of the Fiscal
  Year if the Board of Managers, in its sole and absolute discretion, deems such
  change to be necessary or appropriate to the business of the LLC, and shall
  give written notice of any such change to the Members within thirty (30) days
  after the occurrence thereof. 

22



 
 9.           TRANSFER
  AND REDEMPTION OF LLC INTERESTS AND THE ADDITION, SUBSTITUTION AND WITHDRAWAL
  OF MEMBERS 

               9.1
             Transfer of LLC
  Interests 

                                9.1.1.
  The term “transfer”, when used in this Section 9
  with respect to an LLC Interest, shall include any sale, assignment, gift, pledge,
  hypothecation, mortgage, exchange, or other disposition, except that such term
  shall not include any pledge, mortgage, or hypothecation of or granting of a
  security interest in an LLC Interest in connection with any financing obtained
  on behalf of the LLC. 

                                9.1.2.
  No LLC Interest shall be transferred, in whole or in part, except in accordance
  with the terms and conditions set forth in this Section 9.
  Any transfer or purported transfer of any LLC Interest not made in accordance
  with this Section 9 shall be void ab initio. The Exhibits shall
  be amended from time to time, as necessary, to reflect any permitted transfers.


               9.2
             Restrictions on
  Transfers 

                                9.2.1.
  Any transferee of an LLC Interest shall become a substituted Member only (i)
  upon the transferee agreeing to be bound by all the terms and conditions of
  the Certificate and this Agreement as then in effect and (ii) upon the approval
  of at least a majority of the Managers. Unless and until a transferee is admitted
  as a substituted Member, the transferee shall have no right to exercise any
  of the powers, rights, and privileges of a Member hereunder. A Member who has
  transferred its LLC Interest shall cease to be a Member upon transfer of the
  Member’s entire LLC Interest and thereafter shall have no further powers,
  rights, and privileges as a Member hereunder except as provided in Section
  7.6 and Section 8.6.2. 

                                9.2.2.
  For the purpose of Section 9.2.1, in calculating a majority in interest of the
  non transferred LLC Interests, the LLC Interests of the transferring Member
  shall be excluded. 

                                9.2.3.
  The LLC, each Member, the Board of Managers, the officers and any other person
  or persons having business with the LLC need deal only with Members who are
  admitted as Members or as substituted Members of the LLC, and they shall not
  be required to deal with any other person by reason of transfer by a Member
  or by reason of the death of a Member, except as otherwise provided in this
  Agreement. In the absence of the substitution (as provided herein) of a Member
  for a transferring or a deceased Member, any payment to a Member or to a Member’s
  executors or administrators shall acquit the LLC and the Board of Managers of
  all liability to any other persons who may be interested in such payment by
  reason of an assignment by, or the death of, such Member. 

 23



 
                                9.2.4.
  Notwithstanding the foregoing, any Member may transfer such Member’s economic
  interest in such Member’s LLC Interest to a transferee which, directly
  or indirectly, controls, is controlled by, or under common control with, such
  Member; provided, however, such transfer shall give the transferee only the
  right to receive distributions, income, gain and loss allocable to such Member’s
  LLC Interest to which such Member would otherwise be entitled. 

               9.3
             Rights of First
  Refusal 

                               9.3.1.
  First Refusal Rights 

                                Neither
  Encore nor Hunt (each a “Non-Abell Holder” and collectively, the
  “Non-Abell Holders”) shall (during his lifetime, in the case of
  Hunt) Transfer any LLC Interest now or hereafter held or acquired by the Non-Abell
  Holders, respectively, to any individual or entity except upon receipt of a
  bona fide third party offer (a “Third Party Offer”) and after the
  Non-Abell Holder desiring to make the Transfer (the “Selling Holder”)
  shall first deliver a written notice (the “Transfer Notice”) to
  the Abell specifying (i) the name and address of the individual or entity making
  the Third Party Offer, (ii) the Percentage Interest which the Selling Stockholder
  wishes to sell (the “Offered Interest”), (iii) the cash or other
  purchase price offered for the LLC Interests (the “Offer Price”),
  (iv) any other terms and conditions of the Transfer and (v) a copy of the Third
  Party Offer. The Transfer Notice shall constitute an irrevocable offer by the
  Non-Abell Holder to sell to Abell the Offered Interest at the price and under
  the same terms and conditions contained in the Transfer Notice.

                                9.3.2.
  Abell Rights 

                                Abell
  shall have the right to purchase any Percentage Interest of the Offered Interest.
  Within ten (10) Business Days following its receipt of the Transfer Notice,
  Abell shall notify the Company and the Selling Holder as to the Percentage Interest,
  if any, that Abell is electing to purchase (each such notice being an “Acceptance”).
  Each Acceptance shall be deemed to be an irrevocable commitment to purchase
  from the Selling Holder that Percentage Interest of the Offered Interest which
  Abell has elected to purchase pursuant to its Acceptance. 

                                9.3.3.
  Sale by Selling Holder 

                                If
  Abell does not deliver to the Selling Holder an Acceptance to purchase all of
  the Offered Interest within the time period set forth in Section 9.3.2,
  above, the Selling Holder may, within a period of one hundred twenty (120) days
  from the date of the Transfer Notice, sell all, but not less than all, of the
  Offered Interest to one or more Third Parties (each a “Third Party Transferee”),
  for cash or other consideration substantially on the terms specified in the
  Transfer Notice. Upon any such sale, the Third Party Transferee shall fully
  comply with this 

 24



 
 Section 9 concerning the transfer of the LLC Interest. If
  the Selling Holder does not complete the sale of the Offered Interest within
  the 120-day period, the provisions of this Section 9.3 shall
  again apply, and no Transfer of LLC Interest held by the Selling Holder shall
  be made otherwise than in accordance with the terms of this Agreement.

                                9.3.4.
  Closing

                                The
  closing of purchases of Offered Interest by Abell shall take place within 60
  days after the date of the Transfer Notice at 10:00 A.M. local time at the principal
  offices of the Company, or at such other date, time or place as the parties
  to the sale may agree (the “Closing”). At the Closing, the Selling
  Holder shall sell, transfer and deliver to Abell full right, title and interest
  in and to the Offered Interest so purchased, free and clear of all liens, security
  interests or adverse claims of any kind and nature (except as otherwise set
  forth in this Agreement and applicable securities laws) and Abell shall deliver
  to the Selling Holder, in full payment of the purchase price of the Offered
  Interest purchased, (a) any cash consideration for the LLC Interest and/or (b)
  any non-cash consideration for the LLC Interest in person to the Selling Holder
  at Closing in accordance with the Transfer Notice. 

               9.4
             Redemption 

                                The
  Class B Member may, upon thirty (30) business days’ prior written notice
  to the LLC at any time after the fifth anniversary of the date of this Agreement,
  require the redemption of all or any portion of the LLC Interests owned by such
  holder at a redemption price equal to the Class B Member’s Capital Account.


               9.5
             Right of First
  Offer 

                                The
  LLC hereby grants to Abell the right, but not the obligation, to purchase all
  (or any part) of New LLC Interests (as hereafter defined) that the LLC may,
  from time to time, propose to sell. For purposes of this Section 9.5,
  “New LLC Interests” shall mean any LLC Interest, and rights, options
  or warrants to purchase such LLC Interests of any type whatsoever. 

                                In
  the event the LLC proposed to undertake an issuance of New LLC Interests, it
  shall give Abell written notice of its intention, describing the type of New
  LLC Interests, the price and the general terms upon which the LLC proposes to
  issue the same. Abell shall have ten (10) days from the date of receipt of any
  such notice to purchase all or a portion of its pro rata share of such New LLC
  Interests for the price and upon the general terms specified in the notice by
  giving written notice to the LLC and stating therein the New LLC Interests to
  be purchased. 

 25



 
 10.         DISSOLUTION AND
  LIQUIDATION 

               10.1
           Events Causing Dissolution

                                Subject
  to the provisions of Section 10.2 below, the LLC shall be dissolved
  and its affairs wound up upon the occurrence of any of the following events
  (each a “Liquidation”): 

                  
                10.1.1.
           the consent in writing to dissolve
  and wind up the affairs of the LLC by a majority of the Board of Managers (which
  majority shall include the Class B Member), subject to voting provisions set
  forth in Section 7.1.6; 

                  
                10.1.2.
           the sale or other disposition
  by the LLC of all or substantially all of the LLC Assets and the collection
  of all amounts derived from any such sale or other disposition, including all
  amounts payable to the LLC under any promissory notes or other evidences of
  indebtedness taken by the LLC (unless the Members shall elect to distribute
  such indebtedness to the Members in liquidation), and the satisfaction of contingent
  liabilities of the LLC in connection with such sale or other disposition; and


                  
                10.1.3.
           the occurrence of any other
  event that, under the Delaware LLC Act, would cause the dissolution of the LLC
  or that would make it unlawful for the business of the LLC to be continued.


               10.2
           Right to Continue Business
  of LLC 

                                Upon
  an event of Liquidation, the LLC thereafter shall be dissolved and liquidated
  unless, within 90 days after the event described in any such Sections, an election
  to continue the business of the LLC shall be made in writing by the remaining
  Members holding a majority of the LLC Interests held by the remaining Members;
  provided, however, that no such election may be made in the case of an event
  described in Section 10.1.3 that makes it unlawful for the
  business of the LLC to be continued. If such an election to continue the LLC
  is made, then the LLC shall continue until another event causing dissolution
  in accordance with this Section 10 shall occur. 

               10.3
           Cancellation of Certificate
   

                                Upon
  the dissolution and completion of winding up of the LLC, the Certificate shall
  be canceled in accordance with the provisions of Section 18-203 of the Delaware
  LLC Act, and the Board of Managers (or any other person or entity responsible
  for winding up the affairs of the LLC) shall promptly notify the Members of
  such dissolution. 

 26



 
               10.4
           Distributions Upon Liquidation
   

                                10.4.1.
           Upon the dissolution of the
  LLC, the Board of Manager (or any other person or entity responsible for winding
  up the affairs of the LLC) shall proceed without any unnecessary delay to sell
  or otherwise liquidate the LLC Assets and pay or make due provision for the
  payment of all debts, liabilities and obligations of the LLC. 

                                10.4.2.
           The Board of Managers (or any
  other person or entity responsible for winding up the affairs of the LLC) shall
  distribute the net liquidation proceeds and any other liquid assets of the LLC
  after the payment of all debts, liabilities and obligations of the LLC (including,
  without limitation, all amounts owing to a Member under this Agreement or under
  any agreement between the LLC and a Member entered into by the Member other
  than in its capacity as a Member in the LLC), the payment of expenses of liquidation
  of the LLC, and the establishment of a reasonable reserve in an amount estimated
  by the Board of Managers to be sufficient to pay any amounts reasonably anticipated
  to be required to be paid by the LLC, which shall be distributed to the Members
  first, pro rata, in proportion to the positive balances,
  if any, in their respective Capital Accounts until such Capital Accounts are
  reduced to zero amounts, and, second, the remaining LLC Assets, if any,
  shall be distributed to the Members, pro rata, in accordance with
  their respective Percentage Interests.

               10.5
           Reasonable Time for Winding
  Up 

                                A
  reasonable time shall be allowed for the orderly winding up of the business
  and affairs of the LLC and the liquidation of its assets pursuant to Section
  10.4 in order to minimize any losses otherwise attendant upon such a winding
  up. 

 11.         MISCELLANEOUS
  PROVISIONS 

               11.1.
          Compliance with Delaware LLC Act
  

                                Each
  Member agrees not to take any action or fail to take any action which, considered
  alone or in the aggregate with other actions or events, would result in the
  termination of the LLC under the Delaware LLC Act. 

               11.2.
           Additional Actions and Documents
   

                                Each
  of the Members hereby agrees to take or cause to be taken such further actions,
  to execute, acknowledge, deliver and file or cause to be executed, acknowledged,
  delivered and filed such further documents and instruments, and to use best
  efforts to obtain such consents, as may be necessary or as may be reasonably
  requested in order to fully effectuate the purposes, terms and conditions 

27



 
 of this Agreement, whether before, at or after the closing of the transactions
  contemplated by this Agreement. 

               11.3.
          Notices 

                                All
  notices, demands, requests or other communications which may be or are required
  to be given, served, or sent by a Member pursuant to this Agreement shall be
  in writing and shall be hand delivered (including delivery by courier), mailed
  by first-class, registered or certified mail, return receipt requested, postage
  prepaid, or transmitted by telegram, email or facsimile transmission, addressed
  as set forth: 

	 	 Notice to Encore:  	 Encore Clean Energy, Inc.  
	 	  	 Suite 610, 375 Water Street  
	 	  	 Vancouver, BC  
	 	  	 Canada V6B 5C6  
	 	  	 Attention: Dan Hunter  
	 	  	 Facsimile: (604) 801-5575  
	 	  	 Email: dhunter@encorecleanenergy.com  
	 	  	 
	 	 With a copy to:  	 Monahan & Biagi, PLLC  
	 	  	 701 Fifth Avenue  
	 	  	 Suite 2800  
	 	  	 Seattle, WA 98104-7003  
	 	  	 Attention: James F. Biagi, Jr.  
	 	  	 Facsimile: (206) 587-5710  
	 	  	 Email: JBiagi@MonahanBiagi.com  
	 	  	 
	 	 Notice to Hunt:  	 Robert Hunt  
	 	  	23707 Redfish Lane
	 	  	 Pass Christian, MS 39571  
	 	  	 Facsimile: (228) 452-0972  
	 	  	 Email: huntband@direcway.com  
	 	  	 
	 	 Notice to Abell:  	 The Abell Foundation, Inc.  
	 	  	 Suite 2300  
	 	  	111 S. Calvert Street
	 	  	 Baltimore, MD 21202-6174  
	 	  	 Attention: Eileen O’Rourke  
	 	  	 Facsimile: 410-539-6579  
	 	  	 Email: orourke@abell.org  
	 	  	 
	 	 With copies to:  	 Hogan & Hartson L.L.P.  
	 	  	 111 South Calvert Street  


 28




Suite 1600 

  Baltimore, MD 21202-6191 

  Attn: Nancy D. O’Neil 

  Fax: (410) 539-6981 

  Email: ndoneil@hhlaw.com 

                                Each
  Member may designate by notice in writing a new address to which any notice,
  demand, request or communication may thereafter be so given, served or sent.
  Each notice, demand, request, or communication which shall be delivered, mailed,
  or transmitted in the manner described above shall be deemed sufficiently given,
  served, sent, or received for all purposes at such time as it is delivered to
  the addressee (with an affidavit of personal delivery, the return receipt, the
  delivery receipt, or (with respect to a telex) the answer back being deemed
  conclusive evidence of such delivery) or at such time as delivery is refused
  by the addressee upon presentation. 

               11.4
           Severability 

                                The
  invalidity of any one or more provisions hereof or of any other agreement or
  instrument given pursuant to or in connection with this Agreement shall not
  affect the remaining portions of this Agreement or any such other agreement
  or instrument or any part thereof, all of which are inserted conditionally on
  their being held valid in law; and in the event that one or more of the provisions
  contained herein or therein should be invalid, or should operate to render this
  Agreement or any such other agreement or instrument invalid, this Agreement
  and such other agreements and instruments shall be construed as if such invalid
  provisions had not been inserted. 

               11.5
           Survival 

                                It
  is the express intention and agreement of the Members that all covenants, agreements,
  statements, representations, warranties and indemnities made in this Agreement
  shall survive the execution and delivery of this Agreement. 

               11.6
           Waivers 

                                Neither
  the waiver by the LLC or a Member of a breach of or a default under any of the
  provisions of this Agreement, nor the failure of the LLC or a Member, on one
  or more occasions, to enforce any of the provisions of this Agreement or to
  exercise any right, remedy or privilege hereunder, shall thereafter be construed
  as a waiver of any subsequent breach or default of a similar nature, or as a
  waiver of any such provisions, rights, remedies or privileges hereunder. 

 29



 
               11.7
           Exercise of Rights 

                                No
  failure or delay on the part of a Member or the LLC in exercising any right,
  power or privilege hereunder and no course of dealing between the Members or
  between a Member and the LLC shall operate as a waiver thereof; nor shall any
  single or partial exercise of any right, power or privilege hereunder preclude
  any other or further exercise thereof or the exercise of any other right, power
  or privilege. The rights and remedies herein expressly provided are cumulative
  and not exclusive of any other rights or remedies which a Member or the LLC
  would otherwise have at law or in equity or otherwise. 

               11.8
           Binding Effect 

                                Subject
  to any provisions hereof restricting assignment, this Agreement shall be binding
  upon and shall inure to the benefit of the Members and their respective heirs,
  devises, executors, administrators, legal representatives, successors, and assigns.


               11.9
           Limitation on Benefits of this
  Agreement 

                                Subject
  to Section 7.6 and Section 8.6.2, it is the explicit intention of the Members
  that no person or entity other than the Members and the LLC is or shall be entitled
  to bring any action to enforce any provision of this Agreement against any Member
  or the LLC, and that the covenants, undertakings and agreements set forth in
  this Agreement shall be solely for the benefit of, and shall be enforceable
  only by, the Members (or their respective successors and assigns as permitted
  hereunder), and the LLC. 

               11.10
          Amendment Procedure 

                                Amendments
  to Exhibit A to reflect actions taken pursuant to this Agreement may
  be made by the officers of the LLC. Any other amendment or modification to this
  Agreement may be made only upon the written consent of all Members. 

               11.11
          Entire Agreement 

                                This
  Agreement (including the Addenda and Exhibits hereto) contains the entire agreement
  between the Members with respect to the matters contemplated herein, and supersedes
  all prior oral or written agreements, commitments or understandings with respect
  to the matters provided for herein and therein. 

 30



 
               11.12
         Headings 

                                Section
  and subsection headings contained in this Agreement are inserted for convenience
  of reference only, shall not be deemed to be a part of this Agreement for any
  purpose, and shall not in any way define or affect the meaning, construction
  or scope of any of the provisions hereof. 

               11.13
         Governing Law 

                                This
  Agreement, the rights and obligations of the parties hereto, and any claims
  or disputes relating thereto, shall be governed by and construed in accordance
  with the laws of the State of Delaware (but not including the choice of law
  rules thereof). 

               11.14
         Execution in Counterparts 

                                To
  facilitate execution, this Agreement may be executed in as many counterparts
  as may be required; and it shall not be necessary that the signatures of, or
  on behalf of, each party, or that the signatures of all persons required to
  bind any party, appear on each counterpart; but it shall be sufficient that
  the signature of, or on behalf of, each party, or that the signatures of the
  persons required to bind any party, appear on one or more of the counterparts.
  All counterparts shall collectively constitute a single agreement. It shall
  not be necessary in making proof of this Agreement to produce or account for
  more than a number of counterparts containing the respective signatures of,
  or on behalf of, all of the parties hereto. 

 31



 
                                IN
  WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company
  Agreement, or have caused this Limited Liability Company Agreement to be duly
  executed on their behalf, as of the date and year first hereinabove set forth.


	 	 ENCORE CLEAN ENERGY, INC.  
	 	 	 
	 	 	 
	 	  	 
	 	 By:  	  /signed/ Dan Hunter  
	 	 Name:  Dan Hunter  
	 	 Title: Chief Executive Officer  
	 	 	 
	 	 	 
	 	 ROBERT D. HUNT  
	 	 	  
	 	 /signed/ Robert D. Hunt  
	 	 	 
	 	 	 
	 	 THE ABELL FOUNDATION, INC.  
	 	 	 
	 	 	 
	 	 	 
	 	 By: :  	  /signed/ Robert C. Embry, Jr.  
	 	 Name:  Robert C. Embry, Jr.  
	 	 Title:  President  


 32



 
 ADDENDUM I 

 DEFINITIONS 

                                “Abell”—As
  defined in the recitals. 

                                “Acceptance”—As
  defined in Section 9.3.2. 

                                “Additional
  Manager”—As defined in the recitals. 

                                “Affiliate”
  —When used with reference to a specified Person, means (i) any Person
  that directly or indirectly through one or more intermediaries controls or is
  controlled by or is under common control with the specified Person, (ii) any
  Person that is an officer or Manager of, general partner in or trustee of, or
  serves in a similar capacity with respect to, the specified Person or of which
  the specified Person is an officer, Manager, general partner or trustee, or
  with respect to which the specified Person serves in a similar capacity, (iii)
  any Person for which an officer or Manager of, general partner in or trustee
  of, or individual serving in a similar capacity with respect to, the specified
  Person serves in any such capacity, and (iv) any relative or spouse of the specified
  Person who makes his or her home with that of the specified Person. As used
  in this definition of “Affiliate”, the term “control”
  means the possession, directly or indirectly, of the power to direct or cause
  the direction of the management and policies of a Person, whether through the
  ownership of voting securities, by contract, or otherwise. 

                                “Agreement”—As
  defined in the recitals. 

                                “Board
  of Managers”—As defined in Section 7.2. 

                                “Capital
  Account” —The capital account established and maintained
  for each Member pursuant to the Tax Allocations Addendum in Addendum
  II attached hereto. 

                                “Capital
  Contribution” —Any tangible or intangible property (including
  cash) contributed to the LLC by or on behalf of a Member. The initial Capital
  Contributions of the Members are set forth in Exhibit A attached hereto,
  which may be amended from time to time. 

                                “Class
  A Designated Manager”—As defined in Section 7.1.6.

                               
  “Class B Designated Manager”—As defined in
  Section 7.1.6.  

                               “Class
  A Interest”—As defined in Section 7.1.1.


                                “Class
  B Interest”—As defined in Section 7.1.1.


 33



 
                                “Class
  A Member”—As defined in Section 7.1.1. 

                               “Class
  B Member”—As defined in Section 7.1.1. 

                                “Class
  of Members”—All of the Class A Members and Class B Members,
  respectively. 

                                “Certificate”—As
  defined in the recitals. 

                                “Code”
  —The Internal Revenue Code of 1986, as in effect and hereafter amended,
  and, unless the context otherwise requires, applicable regulations thereunder.
  Any reference herein to a specific section or sections of the Code shall be
  deemed to include a reference to any corresponding provision of future law.


                                “Delaware
  LLC Act”—As defined in the recitals. 

                                “Distributions”--As
  defined in Section 6.3. 

                                “Encore”—As
  defined in the recitals. 

                                “Fiscal
  Quarter”—As defined in Section 8.3.2. 

                               “Fiscal
  Year”--As defined in Section 8.7. 

                               “First
  Installment”—As defined in Section 5.1.3.

                               “Full
  Second Installment”—As defined in Section 5.1.3.
  

                                “Hunt”—As
  defined in the recitals. 

                                “Indemnitee”
  —As defined in Section 7.6.1. 

                                “IP
  Contribution”—AS defined in the recitals.

                               
  “LLC”—As defined in the recitals. 

                                “LLC
  Assets” —All assets and property, whether tangible or intangible
  and whether real, personal, or mixed, at any time owned by or held for the benefit
  of the LLC. 

                                “LLC
  Interest” —As to any Member, all of the interest of that
  Member in the LLC, including, without limitation, such Member’s (i) right
  to a distributive share of the income, gain, losses and deductions of the LLC
  in accordance with this Agreement, and (ii) right to a distributive share of
  LLC Assets. 

                                “LLC
  Technology”—As defined in the recitals. 

 34



 
                                “Liquidation”—As
  defined in Section 10.1.

                               
  “Manager”—As defined in Section 7.2.3.


                                “Member”
  —The signatories to this Agreement, or any other Person who in the future
  shall execute and deliver this Agreement, or other documents as the Members
  deems necessary or appropriate to evidence such Person’s agreement to
  be admitted as a Member and be bound by the terms and conditions of the Certificate
  and this Agreement, and be admitted to the LLC as a new Member pursuant to the
  provisions hereof. 

                                “Net
  Profit or Net Loss” —As defined in the Tax Allocations
  Addendum. 

                                “New
  LLC Interests”—As defined in Section 9.5. 

                                “Non-Abell
  Holder” and “Non-Abell Holders”—As
  defined in Section 9.3.1. 

                                “Notice
  Period”—As defined in Section 5.1.4. 

                               “Offered
  Interest”—As defined in Section 9.3.1.


                                “Partial
  Second Installment”—As defined in Section 5.1.3.


                                “Percentage
  Interest” —A Member’s voting interest in the LLC
  as set forth on Exhibit A. 

                                “Person”
  —Any individual, corporation, association, partnership, limited liability
  company, joint venture, trust, estate, or other entity or organization. 

                                “Reorganization
  Event” —The merger or consolidation of the LLC into or
  with another corporation or limited liability company, or the merger or consolidation
  of any other corporation with or into the LLC, if in either case upon the completion
  thereof, the holders of the LLC immediately prior to the merger or consolidation
  no longer hold a majority of the outstanding LLC Interests or capital stock
  of the corporation or the sale, conveyance, exchange or transfer of all or substantially
  all of the property or assets of the LLC. 

                                “Selling
  Holder”—As defined in Section 9.3.1. 

                                “Tax
  Allocations Addendum” —The Addendum attached to the Agreement
  as Addendum II and incorporated herein by reference. 

                                “Third
  Party Offer”—As defined in Section 9.3.1.


 35



 
                                “Third
  Party Transferee”—As defined in Section 9.3.3.
  

                               “Transfer”—As
  defined in Section 9.1. 

                                “Transfer
  Notice”—As defined in Section 9.3.1.

 36



 
 ADDENDUM II 

 TAX ALLOCATIONS ADDENDUM 

                1.
              Purpose.


                                This
  Tax Allocations Addendum (the “Addendum”) is attached to, and constitutes
  a part of, the Limited Liability Company Agreement of World, Wind and Water
  ENERGY LLC (the “LLC”), as it may be amended from
  time to time (the “Agreement”), for the purpose of setting forth
  the rules governing the maintenance of the Capital Accounts required to be maintained
  for each Member under the Agreement and the rules governing the allocation of
  the LLC’s items of Net Income and Net Loss, other items of income, gain,
  loss, deduction and credit, and taxable income, gain, loss, deduction, and credit.
  This Addendum is to be construed and applied to the extent practicable in a
  manner consistent with the Members’ agreement with respect to LLC distributions
  as set forth in Section 6 of the Agreement. 

                2.
              Certain
  Definitions. 

                                Unless
  otherwise provided in this Addendum, all capitalized terms used in this Addendum
  shall have the meanings assigned to them in other provisions of the Agreement.
  In addition, the following terms shall have the meanings indicated: 

                               “Addendum”--This
  Tax Allocations Addendum, as it may be amended from time to time. 

                                “Adjusted
  Basis”--The basis for determining gain or loss for federal income
  tax purposes from the sale or other disposition of property, as defined in section
  1011 of the Code. 

                                “Adjusted
  Capital Account Balance”--The balance in a Member’s Capital
  Account after crediting to that account the Member’s current share of
  minimum gain as determined in Regulations sections 1.704 -2(g)(1) and 1.704
  -2(i)(5). This definition of “Adjusted Capital Account Balance”
  and the provisions in Section 4 of this Addendum that contain the term “Adjusted
  Capital Account Balance” are intended to take into account, in determining
  a Member’s Capital Account balance prior to liquidation, such Member’s
  share, if any, of future expected recapture of deductions attributable to nonrecourse
  debt. 



 
                                “Carrying
  Value”--With respect to any asset, the asset’s Adjusted
  Basis, except as follows:

                               
  (a)          the initial Carrying
  Value of any asset contributed (or deemed contributed) to the LLC shall be such
  asset’s fair market value at the time of such contribution;

                               (b)
           upon adjustment of the
  Members’ Capital Accounts pursuant to section 3(d) of this Addendum, the
  Carrying Values of all LLC assets shall be adjusted to equal their respective
  fair market values at the time of such adjustment;

                               
  (c)          any adjustments to
  the Adjusted Basis of any asset of the LLC pursuant to section 734 or 743 of
  the Code shall not be taken into account in determining such asset’s Carrying
  Value; and

                               
  (d)          if the Carrying Value
  of any asset has been determined pursuant to paragraph (a), (b) or (c) above,
  such Carrying Value shall thereafter be adjusted in the same manner as would
  the asset’s Adjusted Basis, except that depreciation, amortization or
  other cost recovery deductions shall be computed based on the asset’s
  Carrying Value as so determined, and not on the asset’s Adjusted Basis.


                                “Excess
  Deficit Balance”--The deficit balance, if any, in a Member’s
  Capital Account as of the end of a Fiscal Year determined, solely for purposes
  of this definition of “Excess Deficit Balance”, by crediting
  the Member’s Capital Account with the amount of any deficit balance in
  such Capital Account that the Member is obligated to restore or is treated as
  obligated to restore pursuant to Regulations sections 1.704 -1(b)(2)(ii)(b)(3)
  and 1.704 -1(b)(2)(ii)(c) or is deemed to be obligated to restore pursuant
  to the penultimate sentences of Regulations sections 1.704 -2(g)(1) and 1.704
  -2(i)(5) (determined after taking into account any Nonrecourse Deductions or
  recapture of Nonrecourse Deductions, as provided in section 4.3(a) of this Addendum,
  for such year), and by debiting the Member’s Capital Account with
  any adjustment, allocation, or distribution described in paragraph (4),
  (5), or (6) of Regulations section 1.704 -1(b)(2)(ii)(d).
  This definition of “Excess Deficit Balance” and the provisions in
  section 4 of this Addendum that contain the term “Excess Deficit Balance”
  are intended to deal with the theoretical but unlikely circumstances in which
  Capital Accounts could, but for the inclusion of such provisions in this Addendum,
  be driven negative without economic significance. 

                                “Fiscal
  Year”--The fiscal year of the LLC under the Agreement. 

                               “Net
  Income” and “Net Loss”--For a period
  as determined for federal income tax purposes, the taxable income or loss, respectively,
  computed with the following adjustments: 



 
                                (a)
           items of gain, loss and
  deduction relating to LLC assets shall be computed based on the Carrying Values
  of the LLC’s assets rather than upon the assets’ Adjusted Bases,
  and in the case of depreciation, amortization or other cost recovery deductions,
  computed using the same method and useful life used by the LLC in computing
  such deductions for federal income tax purposes; 

                               (b)
           tax-exempt income of the
  LLC shall be treated, for purposes of this definition only, as gross income;

                               
  (c)          expenditures of the
  LLC described in section 705(a)(2)(B) of the Code or treated as such expenditures
  pursuant to Regulations section 1.704 -1(b)(2)(iv)(i) shall be treated, for
  purposes of this definition only, as deductible expenses; and 

                               (d)         
  notwithstanding any other provision of this definition, any items which are
  specially allocated pursuant to Section 4.3 of this Addendum shall not be taken
  into account in computing Net Income or Net Loss. 

                                “Nonrecourse
  Deduction”--A deduction of the LLC described in Regulations sections
  1.704 -2(c) and (j)(1)(ii). 

                               “Regulations”--The
  regulations issued by the United States Department of the Treasury under the
  Code as now in effect and as they may be amended from time to time, and any
  successor regulations. 

                3.
              Maintenance
  of Capital Accounts. 

                                (a)
           The Board of Managers
  shall maintain a Capital Account for each Member in accordance with the rules
  set forth in Regulations sections 1.704 -1(b)(2)(iv) and 1.704 -2. Consistent
  with such Regulations, the Capital Account of each Member shall be credited
  with: 

                                              
  (i)          the amount of cash
  and the fair market value of any property (net of liabilities secured by such
  property, which liabilities are assumed or taken subject to by the LLC) contributed
  to the LLC by such Member; and

                                              
  (ii)          all Net Income and
  other specially allocated items of income and gain of the LLC allocated to such
  Member pursuant to section 4 of this Addendum; and shall be debited with the
  sum of:

                                              
  (iii)          all Net Losses and
  other specially allocated items of loss or deduction of the LLC allocated to
  such Member pursuant to section 4 of this Addendum; and 



 
                                               
  (iv)          all cash and the
  fair market value of any property (net of liabilities secured by such property,
  which liabilities are assumed or taken subject to by such Member) distributed
  by the LLC to such Member pursuant to Section 6.3 or Section
  10.4. of the Agreement. 

                                Any
  references in this Addendum or in the Agreement to the Capital Account of a
  Member shall be deemed to refer to such Capital Account as the same may be credited
  or debited from time to time as set forth above. 

                                (b)
           Immediately prior to decreasing
  a Member’s Capital Account to reflect any distribution of an LLC Asset
  to it (other than cash) (including a deemed liquidating distribution under section
  708 of the Code), all Members’ Capital Accounts shall be adjusted to reflect
  the manner in which the unrealized income, gain, loss and deduction inherent
  in such LLC Asset (that has not been reflected in the Capital Accounts previously)
  would be allocated among the Members if there were a taxable disposition of
  such LLC Asset for its fair market value (but not for less than the amount of
  any nonrecourse indebtedness secured by such LLC Asset). 

                                (c)
           A Member shall be considered
  to have only one Capital Account. 

                                (d)
           The Board of Managers
  may increase or decrease the Capital Account balances of the Members to reflect
  a revaluation of LLC Assets on the LLC’s books to the extent required
  or permitted by the Regulations; provided, however, that if any adjustment to
  the Capital Account balances made pursuant to this section 3(d) of this Addendum
  must be based on the fair market value of the LLC Assets as determined by the
  Board of Managers (provided that no LLC asset shall be valued at an amount less
  than any nonrecourse indebtedness to which such LLC asset is subject on the
  date of adjustment) and must reflect the manner in which the unrealized income,
  gain, loss, or deduction inherent in such LLC Assets (that has not been reflected
  in a Capital Account previously) would be allocated among the Members if there
  were a taxable disposition of such LLC Assets for such fair market value on
  that date. 

                                (e)
           Any permitted transferee
  of an interest in the LLC shall succeed to the Capital Account relating to the
  interest transferred. 

                                (f)
           Except as otherwise provided
  in this Addendum or the Agreement, whenever it is necessary to determine the
  Capital Account of any Member, the Capital Account of such Member shall be determined
  after giving effect to all allocations pursuant to Section 4 of this Addendum
  and all actual or deemed contributions and distributions made prior to the time
  as of which such determination is to be made. 



 
                4.
              Allocations.


                                4.1         
  Net Income. Subject to Section 4.3 of this Addendum, the Net Income of
  the LLC, if any, for each Fiscal Year (or portion thereof) shall be allocated
  as follows and in the following order of priority:

                                              
  (i)          First: to the
  extent of, and in proportion to, the amounts (if any) necessary to cause the
  Members’ Adjusted Capital Account Balances to be the same ratio to one
  another as the Members’ LLC Interests are to each other; and

                                              
  (ii)          Second: the
  balance of such Net Income (if any) shall be allocated to the Members in proportion
  to their respective LLC Interests. 

                                4.2         
  Net Loss. Subject to Section 4.3 of this Addendum, the Net Loss of the
  LLC, if any, for each Fiscal Year (or portion thereof) shall be allocated to
  the Members as follows and in the following order of priority: 

                                              
  (i)          First: to the
  extent of, and in proportion to, the Members’ positive Adjusted Capital
  Account Balances; and

                                              
  (ii)          Second: the
  balance of such Net Loss (if any) shall be allocated to the Members in proportion
  to their respective LLC Interests. 

                                4.3         
  Special Allocation Rules. The following allocation rules shall apply
  notwithstanding the provisions of Sections 4.1 and 4.2 of this Addendum, and
  the provisions of Sections 4.1 and 4.2 of this Addendum shall be applied only
  after giving effect to the following rules. 

                                (a)         
  Nonrecourse Deductions for a Fiscal Year shall be allocated to the Members in
  the same manner as Net Loss is allocated pursuant to Section 4.2 of this Addendum.
  In accordance with Regulations sections 1.704 -2(f), (g) and (j), upon the recapture
  (or other reversal) of Nonrecourse Deductions, items of income or gain of the
  LLC shall be allocated to the Members in proportion to the amount of such Nonrecourse
  Deductions previously allocated to them pursuant to the preceding sentence (and
  not previously recaptured pursuant to this sentence). With respect to a liability
  (or portion thereof) of the LLC that is considered nonrecourse for purposes
  of Regulations section 1.1001 -2 but with respect to which a Member bears (or
  is deemed to bear) the economic risk of loss under Regulations section 1.752
  -2, deductions associated with such liability (and the recapture or other reversal
  of such deductions) shall be allocated in accordance with Regulations section
  1.704 -2(i) and (j). 

                               (b)
           For purposes of determining
  a Member’s proportionate share of the “excess nonrecourse liabilities”
  of the LLC within the meaning of 



 
 Regulations section 1.752 -3(a)(3), the respective interests of the Members
  in LLC profits shall be equal to their respective LLC Interests. 

                                (c)
           In the event a Member
  receives with respect to a Fiscal Year an adjustment, allocation, or distribution
  described in subparagraphs (4), (5), or (6) of Regulations
  section 1.704 -1(b)(2)(ii)(d) that causes or increases an Excess Deficit
  Balance in such Member’s Capital Account, such Member shall be specially
  allocated for such Fiscal Year (and, if necessary, in subsequent Fiscal Years)
  items of income and gain in an amount and manner sufficient to eliminate such
  Excess Deficit Balance as promptly as possible. Items to be so allocated shall
  be determined and the allocations made as provided in Regulations section 1.704
  -1(b)(2)(ii)(d). 

                               (d)
           No Net Loss or LLC deductions
  for any Fiscal Year shall be allocated to any Member to the extent such allocation
  would cause or increase an Excess Deficit Balance in such Member’s Capital
  Account. 

                                (e)
           In the event that any
  fees, interest, or other amounts paid to a Member or affiliate of a Member pursuant
  to the Agreement, or any agreement between the LLC and the Member or affiliate
  providing for the payment of such amounts, and deducted by the LLC, whether
  in reliance on sections 162, 163, 707(a), and/or 707(c) of the Code or otherwise,
  on its federal income tax return for the Fiscal Year in or with respect to which
  such amounts are claimed, are disallowed as deductions to the LLC and are treated
  as LLC distributions, then:

                                              
  (i)          the Net Income or
  Net Loss, as the case may be, for the Fiscal Year in or with respect to which
  such deduction was claimed shall be increased or decreased, as the case may
  be, by the amount of such deduction that is so disallowed and treated as an
  LLC distribution; and

                                              
   (ii)          there shall
  be allocated to the Member who received (or whose affiliate received) such payments,
  prior to the allocations pursuant to Sections 4.1 and 4.2 of this Addendum,
  an amount of gross income of the LLC for the Fiscal Year in or with respect
  to which such claimed deduction was disallowed equal to the amount of such deduction
  that is so disallowed and treated as an LLC distribution. 

                                (f)         
  If there is a net decrease in “partnership minimum gain” (within
  the meaning of Regulations section 1.704 -2(d)) for a Fiscal Year, there shall
  be allocated to each Member items of income and gain for such Fiscal Year equal
  to that Member’s share of the net decrease in partnership minimum gain
  (within the meaning of Regulations section 1.704 -2(g)(2)), subject to the exceptions
  set forth in Regulations section 1.704 -2(f)(2), (3) and (5). If the application
  of this minimum gain chargeback requirement would cause a distortion in the
  economic arrangement among the Members, the LLC shall request a waiver of the
  requirement pursuant to Regulations section 1.704 -2(f)(4). This provision is
  intended to be a “minimum gain 



 
 chargeback” provision as described in Regulations section 1.704 -2(f)
  and shall be interpreted and applied in accordance with such section. 

                                (g)         
  If there is a net decrease in “partner nonrecourse debt minimum gain”
  (within the meaning of Regulations section 1.704 -2(i)(3)) for a Fiscal Year,
  then in addition to the amounts allocated in accordance with Section 4.3(g)
  of this Addendum, if any, there shall be allocated to each Member with a share
  of such “partner nonrecourse debt minimum gain”(determined in accordance
  with Regulations section 1.704 -2(i)(5)) as of the beginning of the Fiscal Year
  items of income and gain for such Fiscal Year (and, if necessary, for subsequent
  Fiscal Years) equal to that Member’s share of the net decrease in partner
  nonrecourse debt minimum gain, subject to the exceptions set forth in Regulations
  section 1.704 -2(i)(4). If the application of this minimum gain chargeback requirement
  would cause a distortion in the economic arrangement among the Members, the
  LLC shall request a waiver of the requirement pursuant to Regulations sections
  1.704 -2(f)(4) and 1.704 -2(i)(4). This provision is intended to be a “chargeback
  of partner nonrecourse debt minimum gain” provision as described in Regulations
  section 1.704 -2(i)(4) and shall be interpreted and applied in accordance with
  such section. 

                               4.4         
  Tax Allocations 

                               (a)         
  For federal income and applicable state tax purposes, all items of taxable income,
  gain, loss and deduction of the LLC shall be allocated to the Members in the
  same manner as are Net Income, Net Loss and items of income, gain, loss and
  deduction pursuant to Sections 4.1,4.2 and 4.3 of this Addendum, and items of
  credit shall be allocated to the Members, generally in the same manner as items
  of Net Income, Net Loss and items of income, gain, loss and deduction, as provided
  in Regulations section 1.704 -1(b)(4)(ii); provided, however,
  that the character of any income recognized pursuant to section 1245 or 1250
  of the Code and any investment credit recapture recognized pursuant to section
  47 of the Code shall be allocated among the Members in the same proportions
  as the cost recovery deductions and investment credits giving rise to such income
  or recapture were allocated among such members and their respective predecessors
  in interest; and provided further, that if the Carrying Value
  of any LLC Asset differs from its Adjusted Basis, then items of taxable income,
  gain, loss and deduction shall be allocated among the Members in a manner that
  takes account of both the amount and character of such difference and that is
  consistent with section 704(c) of the Code and the Regulations thereunder and
  Regulations sections 1.704 -1(b)(2)(iv)(f), (b)(2)(iv)(g) and
  (b)(4)(i). 



 
                                (b)         
  In making the tax allocations provided for in section 4.4(a) of this Addendum,
  appropriate adjustments shall be made as necessary to take into account the
  effects of any election pursuant to Section 754 of the Code. 

                5.
              Section
  754 Election 

                                The
  Tax Matters Partner shall cause the LLC to file an election under Section 754
  of the Code to provide for an adjustment to the Adjusted Basis of LLC Assets
  if requested to by a Member in connection with the disposition of an LLC interest
  by that Member. 

                6.
              Compliance
  With Section 704(b) 

                                The
  provisions in this Addendum and Agreement pertaining to allocations and adjustments
  of the Capital Accounts are intended to comply with Code Section 704(b) and
  the regulations thereunder. The Members or Tax Matters Partner, whichever the
  case may be, shall make appropriate modifications when needed to comply with
  this Code section or the Regulations thereunder, to the extent such modifications
  would not result in any material modification of the economic arrangement of
  the Members as reflected in the provisions of Section 4 of this Addendum and
  Sections 6.3 and 10.4 of the Agreement. 



 
 EXHIBIT A 

 MEMBER CAPITAL CONTRIBUTION AND PERCENTAGE
  INTERESTS 

 MEMBER CAPITAL CONTRIBUTION 

	 Member  	 Capital  

      Contribution  
	 Abell  	$100,000
	Encore  	 $600,000 (pursuant to the
  IP Contribution)
	Hunt  	 $300,000 (pursuant to the

      IP Contribution)
	  	 
	 TOTAL  	$1,000,000  


 PERCENTAGE INTERESTS OF MEMBERS 

	 Member  	 Percentage of 

      Membership Interest 

      in LLC 
	 Abell  	 10% 
	 Encore  	 60%
	 Hunt  	 30% 
	  	 
	 TOTAL  	 100% 







 
 EXHIBIT B 

 WARRANTS TO RECEIVE 

  LLC INTERESTS 

 Warrant to purchase LLC Interests, No. WC-1, dated as of January __, 2005,
  whereby The Abell Foundation, Inc., or its registered assigns, is entitled to
  purchase for a period of up to three (3) years, up to 25% additional Percentage
  Interest of the LLC for an exercise price of $20,000 per 1% Percentage Interest.





 WARRANT 

 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
  ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT
  BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
  STATEMENT IN EFFECT WITH RESPECT TO THE WARRANT UNDER SUCH ACT OR AN OPINION
  OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


	 No. WC-1  	 Warrant to Purchase LLC Interest (subject 
    
	  	 to adjustment)  




 WARRANT TO PURCHASE LLC INTEREST 

 OF 

 WORLD, WIND AND WATER ENERGY LLC 

 Void after January __, 2008 

                                This
  certifies that, for value received, THE ABELL FOUNDATION, INC., a Maryland corporation,
  or registered assigns (“Holder”) is entitled, subject to the terms
  set forth below, to subscribe for and purchase from WORLD, WIND AND WATER ENERGY
  LLC, a Delaware limited liability company (the “Company”), that
  Percentage Interest (as defined in the Company’s Limited Liability Company
  Agreement dated as of January __, 2005, as may be amended and amended and restated
  from time to time (the “Operating Agreement”)) of the Company as
  is set forth in Section 2 hereof, as constituted on the date hereof (the “Warrant
  Issue Date”), upon surrender hereof, at the principal office of the Company
  referred to below, with the subscription form attached hereto duly executed,
  and simultaneous payment therefor in lawful money of the United States or otherwise
  as hereinafter provided, at the Exercise Price as set forth in Section 2 hereof.
  The term “Warrant” as used herein shall include this Warrant and
  any warrants delivered in substitution or exchange therefor as provided herein.


                                This
  Warrant is issued in connection with Holder entering into the Operating Agreement
  and making an initial capital contribution to the Company. 

                                1.   
  Term of Warrant. Subject to the terms and conditions set forth herein,
  this Warrant shall be exercisable, in whole or in part, during the term commencing
  from the date hereof and ending upon 5:00 p.m., Eastern standard time, on the
  date that is three (3) years from the date hereof (the “Exercise Period”),
  all subject to the terms, conditions and adjustments herein set forth. 

 -1- 




                                2.   
  Percentage Interest and Exercise Price.

                                (a)   
  The Warrant shall be exercisable for up to twenty-five (25) Percentage Interests
  of the LLC. 

                                (b)   
  The exercise price per one (1) Percentage Interest (the “Exercise Price”)
  shall be $20,000. 

                                All
  LLC Interests (as defined in the Operating Agreement) purchased pursuant to
  this Warrant shall be deemed to be Class B Interests (as defined in the Operating
  Agreement).

                                3.   
  Exercise of Warrant. 

                                (a)
     The rights represented by this Warrant are exercisable by
  the Holder in whole or in part, but not for less than one (1) Percentage Interest
  at a time, at any time, or from time to time, during the term hereof as described
  in Section 1 hereof, by the surrender of this Warrant and the Notice of Exercise
  annexed hereto duly completed and executed on behalf of the Holder, at the office
  of the Company (or such other office or agency of the Company as it may designate
  by notice in writing to the Holder at the address of the Holder appearing on
  the books of the Company), and upon payment of the Exercise Price of the Percentage
  Interest to be purchased (i) in cash or by check acceptable to the Company,
  (ii) by cancellation by the Holder of indebtedness of the Company to the Holder,
  or (iii) by a combination of (i) and (ii). 

                                (b)
     This Warrant shall be deemed to have been exercised immediately
  prior to the close of business on the date of its surrender for exercise as
  provided above, and the person entitled to receive the Percentage Interest upon
  such exercise shall be treated for all purposes as the holder of record of such
  LLC Interest as of the close of business on such date so long as Holder has
  complied with the requirement to become a member of the Company in accordance
  with the Operating Agreement, as necessary. As promptly as practicable on or
  after such date and in any event within twenty (20) days thereafter, the Company
  shall amend Exhibit A of the Operating Agreement to reflect the purchase of
  the additional Percentage Interest by the Holder. In the event that this Warrant
  is exercised in part, the Company at its expense will execute and deliver a
  new Warrant of like tenor exercisable for the Percentage Interest for which
  this Warrant may then be exercised. 

                                4.   
  Replacement of Warrant. On receipt of evidence reasonably satisfactory
  to the Company of the loss, theft, destruction or mutilation of this Warrant
  and, in the case of loss, theft or destruction, on delivery of an indemnity
  agreement reasonably satisfactory in form and substance to the Company or, in
  the case of mutilation, on surrender and cancellation of this Warrant, the Company
  at its expense shall execute and deliver, in lieu of this Warrant, a new warrant
  of like tenor and amount. 

                                5.   
  Rights of Member. This Warrant shall not entitle the Holder to any of
  the rights of a member of the Company. 

 -2- 




                                6.   
  Transfer of Warrant. 

                                (a)   
  Warrant Register. The Company will maintain a register (the “Warrant
  Register”) containing the names and addresses of the Holder or Holders.
  Any Holder of this Warrant or any portion thereof may change his address as
  shown on the Warrant Register by written notice to the Company requesting such
  change. Any notice or written communication required or permitted to be given
  to the Holder may be delivered or given by mail to such Holder as shown on the
  Warrant Register and at the address shown on the Warrant Register. Until this
  Warrant is transferred on the Warrant Register of the Company, the Company may
  treat the Holder as shown on the Warrant Register as the absolute owner of this
  Warrant for all purposes, notwithstanding any notice to the contrary. 

                                (b)   
  Transferability and Nonnegotiability of Warrant. This Warrant may not
  be transferred or assigned in whole or in part without compliance with all applicable
  federal and state securities laws by the transferor and the transferee (including
  the delivery of investment representation letters and legal opinions reasonably
  satisfactory to the Company, if such are requested by the Company). Subject
  to the provisions of this Warrant with respect to compliance with the Securities
  Act of 1933, as amended (the “Securities Act”), title to this Warrant
  may be transferred by endorsement (by the Holder executing the Assignment Form
  annexed hereto) and delivery in the same manner as a negotiable instrument transferable
  by endorsement and delivery. 

                                (c)   
  Exchange of Warrant Upon a Transfer. On surrender of this Warrant for
  exchange, properly endorsed on the Assignment Form and subject to the provisions
  of this Warrant with respect to compliance with the Securities Act and with
  the limitations on assignments and transfers contained in this Section 6, the
  Company at its expense shall issue to or on the order of the Holder a new warrant
  or warrants of like tenor, in the name of the Holder or as the Holder (on payment
  by the Holder of any applicable transfer taxes) may direct, for the Percentage
  Interest upon exercise hereof. 

                                (d)   
  Compliance with Securities Laws. 

                                The
  Holder of this Warrant, by acceptance hereof, acknowledges that it is an “accredited
  investor” within the meaning of the Rule 501 of Regulation D promulgated
  under the Securities Act, as presently in effect, and this Warrant and the LLC
  Interest to be issued upon exercise hereof are being acquired solely for the
  Holder's own account and not as a nominee for any other party, and for investment,
  and that the Holder will not offer, sell or otherwise dispose of this Warrant
  or any LLC Interest to be issued upon exercise hereof except under circumstances
  that will not result in a violation of the Securities Act or any state securities
  laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company,
  confirm in writing, in a form satisfactory to the Company, that the LLC Interest
  so purchased are being acquired solely for the Holder's own account and not
  as a nominee for any other party, for investment, and not with a view toward
  distribution or resale. 

 -3- 




                                8.   
  Notices. 

                                (a)
     Whenever the Percentage Interest purchasable hereunder shall
  be adjusted pursuant to Section 10 hereof, the Company shall issue a certificate
  signed by its Chief Executive Officer setting forth, in reasonable detail, the
  event requiring the adjustment, the amount of the adjustment, the method by
  which such adjustment was calculated, and the number of securities purchasable
  hereunder after giving effect to such adjustment, and shall cause a copy of
  such certificate to be mailed (by first-class mail, postage prepaid) to the
  Holder of this Warrant. 

                                (b)   
  In case:

                               (i)
     the Company shall take a record of the holders of its LLC
  Interests for the purpose of entitling them to receive any distribution, or
  any right to subscribe for or purchase LLC Interests of any class or any other
  securities, or to receive any other right, or 

                               (ii)   
  of any capital reorganization of the Company, any reclassification of the LLC
  Interests of the Company, any consolidation or merger of the Company with or
  into another corporation or other entity, or any conveyance of all or substantially
  all of the assets of the Company to another corporation, or 

                               (iii)
     of any voluntary dissolution, liquidation or winding-up of
  the Company, 

 then, and in each such case, the Company will mail or cause to be mailed to
  the Holder or Holders a notice specifying, as the case may be, (A) the date
  on which a record is to be taken for the purpose of such distribution or right,
  and stating the amount and character of such distribution or right, or (B) the
  date on which such reorganization, reclassification, consolidation, merger,
  conveyance, dissolution, liquidation or winding-up is to take place, and the
  time, if any is to be fixed, as of which the holders of record of LLC Interests
  shall be entitled to exchange their LLC Interests for securities or other property
  deliverable upon such reorganization, reclassification, consolidation, merger,
  conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed
  at least fifteen (15) days prior to the date therein specified. 

                                (c)   
  All such notices, advices and communications shall be deemed to have been received
  (i) in the case of personal delivery, on the date of such delivery and (ii)
  in the case of mailing, on the third business day following the date of such
  mailing. 

                                9.   
  Amendments. 

                                (a)
     Any term of this Warrant may be amended with the written consent
  of the Company and the Holder or Holders of this Warrant.

 -4- 




                                (b)
     No waivers of, or exceptions to, any term, condition or provision
  of this Warrant, in any one or more instances, shall be deemed to be, or construed
  as, a further or continuing waiver of any such term, condition or provision.


                                10.   
  Adjustments. The number of securities purchasable hereunder are subject
  to adjustment from time to time as follows: 

                                10.1  
  Merger, Sale of Assets, etc. If at any time while this Warrant, or any
  portion thereof, is outstanding and unexpired there shall be (i) a reorganization,
  (ii) a merger or consolidation of the Company with or into another corporation
  or other entity in which the Company is not the surviving entity, or a reverse
  triangular merger in which the Company is the surviving entity but the LLC Interests
  prior to the merger are converted by virtue of the merger into other property,
  whether in the form of securities, cash or otherwise, or (iii) a sale or transfer
  of the Company's properties and assets as, or substantially as, an entirety
  to any other person (each, an “Acquisition”), then, as a part of
  such Acquisition, lawful provision shall be made so that the holder of this
  Warrant shall thereafter be entitled to receive upon exercise of this Warrant,
  during the period specified herein and upon payment of the Exercise Price then
  in effect, the number of securities or property of the successor corporation
  or entity resulting from such Acquisition that a holder of the LLC Interest
  deliverable upon exercise of this Warrant would have been entitled to receive
  in such Acquisition if this Warrant had been exercised immediately before such
  Acquisition, all subject to further adjustment as provided in this Section 10.
  The foregoing provisions of this Section 10.1 shall similarly apply to successive
  Acquisitions and to the stock or securities of any other corporation that are
  at the time receivable upon the exercise of this Warrant. If the consideration
  payable to the holder hereof for LLC Interests in connection with any such transaction
  is in a form other than cash or marketable securities, then the value of such
  consideration shall be determined in good faith by the Company's Board of Managers.
  In all events, appropriate adjustment (as determined in good faith by the Company's
  Board of Managers) shall be made in the application of the provisions of this
  Warrant with respect to the rights and interests of the Holder after the transaction,
  to the end that the provisions of this Warrant shall be applicable after that
  event, as near as reasonably may be, in relation to any securities or other
  property deliverable after that event upon exercise of this Warrant. 

                                10.2  
  Reclassification, etc. If the Company, at any time while this Warrant,
  or any portion thereof, remains outstanding and unexpired by reclassification
  of securities or otherwise, shall change any of the securities as to which purchase
  rights under this Warrant exist into the same or a different number of securities
  of any other class or classes, this Warrant shall thereafter represent the right
  to acquire such number and kind of securities as would have been issuable as
  the result of such change with respect to the securities that were subject to
  the purchase rights under this Warrant immediately prior to such reclassification
  or other change and the Exercise Price therefor shall be appropriately adjusted,
  all subject to further adjustment as provided in this Section 10. 

                                10.3  
  Certificate as to Adjustments. Upon the occurrence of each adjustment
  or readjustment pursuant to this Section 10, the Company at its expense shall
  promptly compute 

 -5- 




 such adjustment or readjustment in accordance with the terms hereof and furnish
  to each Holder of this Warrant a certificate setting forth such adjustment or
  readjustment and showing in detail the facts upon which such adjustment or readjustment
  is based. The Company shall, upon the written request, at any time, of any such
  Holder, furnish or cause to be furnished to such Holder a like certificate setting
  forth: (a) such adjustments and readjustments; (b) the Exercise Price at the
  time in effect; and (c) the number of securities and the amount, if any, of
  other property that at the time would be received upon the exercise of the Warrant.


                                10.4  
  No Impairment. The Company will not, by any voluntary action, avoid or
  seek to avoid the observance or performance of any of the terms to be observed
  or performed hereunder by the Company, but will at all times in good faith assist
  in the carrying out of all the provisions of this Section 10 and in the taking
  of all such action as may be necessary or appropriate in order to protect the
  rights of the Holders of this Warrant against impairment. 

                                11.   
  Miscellaneous. 

                                11.1  
  Governing Law. This Agreement shall be governed by and construed under
  the laws of the State of Delaware, without regard to Delaware choice of law
  provisions. 

                                11.2  
  Expenses; Attorneys Fees in the Event of a Dispute. Each party to this
  Warrant shall bear its own expenses incurred in connection with the negotiation,
  preparation, execution and consummation of this Warrant, including the fees,
  expenses and disbursements of its respective legal counsel incurred in connection
  herewith. In the event of any action at law, suit in equity or arbitration proceeding
  in relation to this Warrant or any LLC Interest issued or to be issued hereunder,
  the prevailing party or parties, shall be paid by the other party or parties
  a reasonable sum for attorneys' fees and expenses of such prevailing party or
  parties. 

                                11.3  
  Saturdays, Sundays, Holidays. If the last or appointed day for the taking
  of any action or the expiration of any right required or granted herein shall
  be a Saturday or a Sunday or shall be a legal holiday in the State of Delaware,
  then such action may be taken or such right may be exercised on the next succeeding
  day that is not a legal holiday. 

                                11.4  
  Severability of this Agreement. If any provision of this Warrant shall
  be judicially determined to be invalid, illegal or unenforceable, the validity,
  legality and enforceability of the remaining provisions shall not in any way
  be affected or impaired thereby. 

                                11.5  
  Heading; References. All headings used herein are used for convenience
  only and shall not be used to construe or interpret this Warrant. Except as
  otherwise indicated, all references herein to Sections refer to Sections hereof.


                                11.6  
  Successors and Assigns. Except as otherwise expressly provided herein,
  the provisions hereof shall inure to the benefit of, and be binding upon, the
  successors, assigns, heirs, executors and administrators of the parties hereto.


 -6- 




                                11.7  
  Entire Agreement. This Warrant constitutes the full and entire understanding
  and agreement between the parties with regard to the subjects hereof and thereof.


                                11.9  
  Notices, etc. All notices and other communications required or permitted
  hereunder shall be effective upon receipt, shall be in writing, and may be delivered
  in person, by telecopy, electronic mail, overnight delivery service or United
  States mail, in which event they may be mailed by first-class, certified or
  registered, postage prepaid, addressed (a) if to Holder, at the address Holder
  has given to the Company for notice purposes, or (b) if to the Company, at its
  address set forth on the signature page hereto, or at such other address as
  the Company shall have furnished to the Investors and each such other holder
  in writing. 

                                IN
  WITNESS WHEREOF, World, Wind and Water Energy LLC has caused this Warrant to
  be executed by its officers thereunto duly authorized. 

                                Dated
  as of January __, 2005. 

	 	 WORLD, WIND AND WATER  
	 	 ENERGY LLC  
	 	 	  
	 	 	  
	 	 	  
	 	By:  	 
    
	 	 	 Name:  
	 	 	 Title:  




 -7- 




 NOTICE OF EXERCISE 

 To: World, Wind and Water Energy LLC 

                                (1)
  The undersigned hereby elects to purchase __________ Percentage Interest of
  World, Wind and Water Energy LLC pursuant to the terms of Section 3(a) of the
  attached Warrant, and tenders herewith payment of the purchase price for such
  Percentage Interest in full. 

                                (2)
  In exercising this Warrant, the undersigned hereby confirms and acknowledges
  that the LLC Interests to be issued upon exercise thereof are being acquired
  solely for the account of the undersigned and not as a nominee for any other
  party, or for investment, and that the undersigned will not offer, sell or otherwise
  dispose of any such LLC Interests except under circumstances that will not result
  in a violation of the Securities Act of 1933, as amended, or any state securities
  laws. 

                                (3)
  Please amend Exhibit A to the Operating Agreement in the name or names of the
  undersigned or in such other name or names as is specified below: 

	 	 	
      (Name)  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	
      (Name)  




                                (4)
  Please issue a new Warrant for the unexercised portion of the attached Warrant
  in the name of the undersigned or in such other name as is specified below:


	 	 	
      (Name)  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	(Date) 	 	
      (Name)  







 ASSIGNMENT FORM 

                                FOR
  VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells,
  assigns and transfers unto the Assignee named below all of the rights of the
  undersigned under the within Warrant, with respect to the Percentage Interests
  set forth below: 

	 Name of Assignee  	 Address  	 Percentage Interests  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


and does hereby irrevocably constitute and appoint  _______________________________
  to make such  transfer on the books of World, Wind and Water Energy LLC
  maintained for the purpose, with  full power of substitution in the premises.


                               The
  undersigned also represents that, by assignment hereof, the Assignee acknowledges
  that this Warrant and the LLC Interests to be issued upon exercise hereof are
  being acquired for investment and that the Assignee will not offer, sell or
  otherwise dispose of this Warrant or any LLC Interests to be issued upon exercise
  hereof except under circumstances which will not result in a violation of the
  Securities Act of 1933, as amended, or any state securities laws. Further, the
  Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall,
  if requested by the Company, confirm in writing, in a form satisfactory to the
  Company, that the LLC Interests so purchased are being acquired for investment
  and not with a view toward distribution or resale.

                               Dated:
  __________ , 200__.  

  



	 	
      Signature of Holder