OPERATING AGREEMENT

                                       OF

                            KMA GLOBAL SOLUTIONS, LLC


                           A LIMITED LIABILITY COMPANY
                           ORGANIZED UNDER THE LAWS OF
                               THE STATE OF NEVADA


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                                TABLE OF CONTENTS
                                                                           Page
                                                                           -----
ARTICLE 1......................................................................1
   DEFINITIONS.................................................................1
ARTICLE 2......................................................................4
   FORMATION...................................................................4
      2.1.     Formation.......................................................4
      2.2.     Name............................................................5
      2.3.     Principal Office................................................5
      2.4.     Existence.......................................................5
ARTICLE 3......................................................................5
   BUSINESS AND PURPOSE OF THE COMPANY.........................................5
      3.1.     Purpose.........................................................5
      3.2.     Other Acts/Filings..............................................5
ARTICLE 4......................................................................5
   MEMBERS AND MEMBERSHIP CERTIFICATES.........................................5
      4.1.     Members.........................................................5
      4.2.     Membership Certificates and Seal................................5
ARTICLE 5......................................................................6
   RIGHTS AND DUTIES OF MEMBERS................................................6
      5.1.     Classes of Members..............................................6
      5.2.     Management of the Company.......................................6
      5.3.     Limitation of Liability.........................................6
      5.4.     Company Debt Liability..........................................6
      5.5.     Company Books...................................................6
ARTICLE 6......................................................................6
   MEETINGS OF MEMBERS.........................................................6
      6.1.     Meetings........................................................6
      6.2.     Actions Without a Meeting.......................................7
      6.3.     Vote by Proxy...................................................7
      6.4.     Emergency Procedures............................................7
      6.5.     Records.........................................................7
      6.6.     Quorum..........................................................7
      6.7.     Manner of Acting................................................8
ARTICLE 7......................................................................8
   MANAGEMENT..................................................................8
      7.1.     Board of Directors..............................................8
      7.2.     Delegation of Authority and Duties..............................8
      7.3.     Regular Meetings................................................8
      7.4.     Special Meetings................................................9
      7.5.     Quorum..........................................................9
      7.6.     Manner of Acting................................................9
      7.7.     Action Without Meeting..........................................9
      7.8.     Vacancies in Board of Directors.................................9
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      7.9.     Recusal.........................................................9
      7.10.    Resignation....................................................10
      7.11.    Removal........................................................10
      7.12.    Compensation...................................................10
      7.13.    Liability for Certain Acts.....................................10
      7.15.    Duties and Authorities of Officers.............................10
ARTICLE 8.....................................................................11
   CONTRIBUTIONS AND CAPITAL ACCOUNTS.........................................11
      8.1.     Members' Capital Contributions.................................11
      8.2.     Maintenance of Capital Accounts................................11
      8.3.     Withdrawal of Capital..........................................11
      8.4.     Additional Capital Contributions...............................11
      8.5.     Interest on Capital Contributions..............................12
      8.6.     Priority and Return of Capital.................................12
      8.7.     Limitation on Liability of Member..............................12
      8.8.     Loans..........................................................12
      8.9.     Default in Capital Contributions...............................12
ARTICLE 9.....................................................................12
   ALLOCATIONS OF PROFITS AND LOSSES..........................................12
      9.1.     Allocations of Profits and Losses from Operations..............12
      9.2.     Basis in Contributed Assets....................................13
      9.3.     Distributions..................................................13
      9.4.     Limitations upon Distributions.................................13
      9.5.     Accounting Principles..........................................13
      9.6.     Tax Returns....................................................13
      9.7.     Tax Matters....................................................13
ARTICLE 10....................................................................14
   DISTRIBUTION OF CASH FLOW..................................................14
      10.1.    Net Cash from Operations.......................................14
      10.2.    Net Cash from Sales or Refinancing.............................14
      10.3.    Restrictions on Distributions of Cash Flow.....................14
ARTICLE 11....................................................................15
   TRANSFER OF MEMBERSHIP INTERESTS...........................................15
      11.1.    Restriction on Transferability of Membership Interests.........15
ARTICLE 12....................................................................16
   DISSOCIATION OF A MEMBER...................................................16
      12.1.    Dissociation...................................................16
      12.2.    Rights of Dissociating Member..................................16
ARTICLE 13....................................................................17
   DISSOLUTION AND LIQUIDATION................................................17
      13.1.    Events Triggering Dissolution..................................17
      13.2.    Effect of Dissolution..........................................17
      13.3.    Liquidation....................................................17
      13.4.    Revaluation....................................................18
      13.5.    Distributions in Kind..........................................18
      13.6.    Timing of Liquidation..........................................18
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      13.7.    Articles of Cancellation.......................................18
ARTICLE 14....................................................................19
   MISCELLANEOUS PROVISIONS...................................................19
      14.1.    Arbitration....................................................19
      14.3.    Notices........................................................19
      14.4.    Books of Accounts and Records..................................19
      14.5.    Application of Nevada Law......................................19
      14.6.    Waiver of Action for Partition.................................19
      14.7.    Amendments.....................................................20
      14.8.    Amendments Without Consent of Members..........................20
      14.9.    Execution of Additional Instruments............................20
      14.10.   Construction...................................................20
      14.11.   Headings.......................................................20
      14.12.   Waivers........................................................20
      14.13.   Rights and Remedies Cumulative.................................20
      14.14.   Severability...................................................20
      14.15.   Heirs, Successors, and Assigns.................................20
      14.16.   Counterparts...................................................21
      14.17.   Prior Agreements Superceded....................................21
EXHIBIT "A"...................................................................23
   MEMBERSHIP INTERESTS/CAPITAL CONTRIBUTIONS.................................23




<PAGE>

                               OPERATING AGREEMENT

                                       OF

                            KMA GLOBAL SOLUTIONS, LLC

                       A NEVADA LIMITED LIABILITY COMPANY


      THIS OPERATING AGREEMENT is made and dated effective as of the 9th day of
March, 2006, by and among KMA GLOBAL SOLUTIONS, LLC, a limited liability company
formed under the laws of the State of Nevada and having its principal office at
8275 South eastern Avenue, No. 200-47, Las Vegas, Nevada 89123 (hereinafter
referred to as the "Company"); KMA GLOBAL SOLUTIONS INTERNATIONAL, INC., a
corporation formed under the laws of the State of Nevada corporation, and those
entities and/or individuals whose names are set forth on Schedule A to this
Agreement, as amended from time to time (collectively, the "Members").

                                   WITNESSETH:

      WHEREAS, the Members have formed, or caused to be formed, the Company
pursuant to the Nevada Limited Liability Company Act, N.R.S. 86.011 et seq.
(hereinafter referred to as the "Act"); and

      WHEREAS, the Members wish to set forth in a written instrument their
mutual agreement relating to the operation of the Company and the right, duties,
powers, privileges, obligations and remedies of the Members therein;

      NOW THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements hereinbelow set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by each of the
parties to the others, the parties hereto, each intending to be legally bound
hereby, covenant and agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      In addition to those terms defined within this Agreement, for purposes of
this Agreement, the following terms shall have the following meanings:

      1.1. "Accountants" shall mean the firm of independent certified public
accountants regularly employed by the Company.

      1.2. "Articles" shall mean the Articles of Organization of KMA GLOBAL
SOLUTIONS, LLC, filed with the office of the Secretary of State of the State of
Nevada on March 9, 2006, as amended from time to time.


<PAGE>

      1.3. "Board of Directors" or "Director" shall mean those individuals
appointed by the Members to serve as directors of the Company in accordance with
the terms and conditions of Section 7.1 of this Agreement.

      1.4. "Capital Account" means, with respect to any Member, the separate
"book" account maintained for such Member in accordance with the following
provisions:

            (a) To each Member's Capital Account there shall be credited that
Member's Capital Contributions, such Member's distributive share of Profits and
allocations of income or gain in accordance with applicable provisions of the
Code, and the amount of any Company liabilities that are assumed by such Member
or that are secured by any Company property distributed to such Member; and

            (b) To each Member's Capital Account there shall be debited the
amount of cash (exclusive of amounts, if any, paid as compensation in exchange
for management services of the Director pursuant to Section 7.12) and value of
property distributed to that Member pursuant to the provisions hereof, that
Member's distributive share of Losses and allocations of expenditures or losses
in accordance with applicable provisions of the Code, such Member's distributive
share of non-capital, non-deductible expenditures of the Company under Code
Section 705(a)(2)(B) (including items treated as such expenditures pursuant to
Treasury Regulation Section 1.704-1(b)(2)(iv)(i)), and the amount of any
liabilities of such Member that are assumed by the Company or that are secured
by any property contributed by such Member to the Company.

            (c) In the event any Member transfers all or any portion of its
Membership Interest in accordance with the terms of this Agreement, the
transferee shall succeed to the Capital Account of the transferor to the extent
it relates to the transferred Interest.

            (d) In determining the amount of any liability for purposes of this
Section 1.3(d), there shall be taken into account Code Section 752(c) and other
applicable Code Sections and Treasury Regulations.

            (e) The foregoing provisions and the other provisions of this
Agreement relating to the maintenance of Capital Accounts are intended to comply
with Treasury Regulation Section 1.704-1(b), and shall be interpreted and
applied in a manner consistent with the Treasury Regulations. In the event the
Board of Directors determine that it is prudent to modify the manner in which
the Capital Accounts, or any debits or credits thereto (including, without
limitation, debits or credits relating to liabilities that are secured by
contributed or distributed property or that are assumed by the Company or the
Members), are computed in order to comply with such Regulations, the Board of
Directors may make such modification, provided that it is not likely to have a
material effect on the amounts distributable to any Member pursuant to Article
13 of this Agreement upon the dissolution of the Company. The Board of Directors
also shall (i) make any adjustments that are necessary or appropriate to
maintain equality between the Capital Accounts of the Members and the amount of
capital reflected on the Company's balance sheet, as computed for book purposes,
in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g), and (ii)
make any appropriate modifications in the event unanticipated events might
otherwise cause this Agreement not to comply with Treasury Regulation Section
1.704-1(b).

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      1.5. "Capital Contribution" shall mean any contribution to the capital of
the Company in cash or property (reflected at fair market value) made by a
Member, whenever made. "Initial Capital Contribution" shall mean the initial
contribution to the capital of the Company made by the Members pursuant to this
Agreement.

      1.6. "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any corresponding provisions of subsequent superseding revenue
laws of the United States.

      1.7. "Economic Interest" means a Member's share of the Company's Profits,
Losses, Net Cash Flow, and other distributions of the Company's assets pursuant
to this Agreement and the Act, but shall not include any right to participate in
the management or affairs of the Company, including, without limitation, the
right to vote on, consent to, or otherwise participate in any decision of the
Members, all as provided in Article 6.

      1.8. "Fiscal Year" shall mean the Company's fiscal year, which shall be
the calendar year.

      1.9. "Lender" means any Member who advances (other than as a Capital
Contribution) any money or property to the Company.

      1.10. "Membership Interest" shall mean a Member's Economic Interest in the
Company and such member's right to participate in the management of the business
and affairs of the Company, including, but not limited to, the Member's share of
the Company's Profits, Losses, the right to receive distributions of the
Company's assets pursuant to this Agreement and the Act and the right to vote
on, consent to, or otherwise participate in any decision or action of or by the
Members granted pursuant to this Agreement or the Act.

      1.11. "Net Cash from Operations" means the gross cash proceeds from
Company operations (including sales and dispositions in the ordinary course of
business) less the portion of such proceeds used to pay or establish Reserves
for all Company expenses, debt payments, capital improvements, replacements and
contingencies, all as determined by the Board of Directors. "Net Cash from
Operations" shall not be reduced by depreciation, amortization, cost recovery
deductions, or similar allowances, but shall be increased by any reductions of
reserves previously established. Payments of principal and interest on any debts
or other obligations of the Company, whether or not secured by mortgages or
liens on Company property, shall be considered as a deduction from Net Cash from
Operations.

      1.12. "Net Cash from Sales or Refinancing" mean the net cash proceeds from
all sales and other dispositions (other than in the ordinary course of business)
and all refinancing or placement of new mortgages on the Property, less any
portion of such proceeds used to establish Reserves, all as determined by the
Board of Directors. "Net Cash from Sales or Refinancing" shall include all
principal and interest payments received by the Company with respect to any note
or other obligations received by the Company in connection with sales and other
dispositions (other than in the ordinary course of business) of Property.
Payments of principal and interest on any debts or other obligations of the
Company, whether or not secured by mortgages or liens on Company property, shall
be considered as a deduction from Net Cash from Sales or Refinancing.

                                       3
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      1.13. "Profits" and "Losses" shall mean the income, gain, loss, deductions
and credits of the Company, in the aggregate or separately stated, as
appropriate, determined at the close of each Fiscal Year in accordance with
Section 703(a) of the Code and accounting principles consistently applied using
the Company's method of accounting set forth on the Company's information tax
return filed for Federal income tax purposes.

      1.14. "Persons" shall mean any individual, general partnership, limited
partnership, limited liability company, corporation, joint venture, trust,
business trust, cooperative, association, foreign trust or foreign business
organization, and the heirs, personal representatives, successors and assigns of
the "Person" when the context so permits.

      1.15. "Property" means the Company's interest in any tangible or
intangible property, real or personal, including Intellectual Property Rights
(as defined in Section 14.1), but excluding services and promises to perform
services in the future.

      1.16. "Reserves" shall mean, for any fiscal period, funds set aside or
amounts allocated during such period to reserves that shall be maintained in
amounts deemed sufficient by the Board of Directors for working capital and to
pay taxes, insurance, debt service or other costs or expenses incident to the
ownership or operation of the Company's business.

      1.17. "Treasury Regulations" shall mean the Income Tax Regulations
promulgated under the Code, as such regulations may be amended from time to
time, and the corresponding provisions of succeeding regulations and shall
include proposed, temporary and final regulations.

                                    ARTICLE 2
                                    FORMATION

      2.1 Formation. By execution of this Agreement, the Members hereby ratify,
approve and affirm the filing of the Articles for the purpose of forming the
Company pursuant to the Act. The Company shall conduct business as a limited
liability company pursuant to the terms of this Agreement, the Act and the
provisions of all applicable law. Unless the Act expressly provides that it
supersedes any provision contained in this Agreement, the terms and conditions
of this Agreement shall control, unless expressly amended in writing by the
Board of Directors in accordance with this Agreement.

      2.2. Name. The name of the Company is KMA GLOBAL SOLUTIONS, LLC.

                                       4
<PAGE>

      2.3. Principal Office. The principal office of the Company shall be
located at 8275 South eastern Avenue, No. 200-47, Las Vegas, Nevada 89123, or
such other place or places as determined by the Members from time to time in
accordance with this Agreement. The registered agent for the service of process
and registered office of the Company shall be the person and location set forth
in the Articles, and the Board of Directors may, from time to time, change such
agent and office by appropriate filings as required by law.

      2.4. Existence. The existence of the Company shall begin on the date the
Articles were filed with the Office of the Secretary of State of the State of
Nevada and shall be perpetual, unless the Company is earlier dissolved in
accordance with the provisions of Article 13 of this Agreement or pursuant to
the Act.

                                    ARTICLE 3
                       BUSINESS AND PURPOSE OF THE COMPANY

      3.1. Purpose. The Company may engage in any lawful business under the Act
or the laws of any jurisdiction in which the Company may do business. The
Company shall have the authority to do all things necessary or advisable in
order to accomplish such purpose.

      3.2. Other Acts/Filings. The Board of Directors shall from time to time
execute, or cause to be executed, all certificates and other documents and shall
do or cause to be done all such filings, recordings and other acts as deemed
necessary or appropriate to comply with the requirements of the Act and
applicable law for the formation and operation of the Company in all
jurisdictions in which the Company desires to conduct business.

                                    ARTICLE 4
                       MEMBERS AND MEMBERSHIP CERTIFICATES

      4.1. Members. The names and addresses of each of the Members are set forth
on Exhibit "A" attached hereto and made a part hereof. Each Member shall own the
number of membership units (hereinafter referred to individually as a
"Membership Unit" and collectively as the "Membership Units") set forth on
Exhibit "A" and constituting the percentage ownership of the Company indicated
on Exhibit "A."

      4.2. Membership Certificates and Seal. The Membership Units of the Members
in the Company shall be evidenced by membership certificates (hereinafter
referred to individually as a "Membership Certificate" and collectively as the
"Membership Certificates") duly executed and issued by the President and
Secretary of the Company if such offices shall have been filled by the Board of
Directors at the time of issuance or, if not, by any two (2) Directors in
accordance with the Act and shall have affixed thereto the seal of the Company,
in the form of the impression affixed hereon and which is hereby adopted by the
Members.

                                       5
<PAGE>

                                    ARTICLE 5
                          RIGHTS AND DUTIES OF MEMBERS

      5.1. Classes of Members. There shall be one class of Member of the
Company.

      5.2. Management of the Company. Except (a) as a Director and (b) for
Member voting contemplated or allowed under this Agreement and the Act, no
Member shall take part in the management or control of the business of the
Company, nor shall any Member have the power to sign for or bind the Company.
Notwithstanding the foregoing, a Member who is both a Director and a Member has
the rights and powers, and is subject to the restrictions and liabilities, of
both a Member and a Director.

      5.3. Limitation of Liability. Each Member's liability shall be limited as
set forth in this Agreement, the Act and other applicable law.

      5.4. Company Debt Liability. A Member shall not be personally liable for
any debts or losses of the Company beyond such Member's Capital Contributions
and any obligation of the Member under Article 8 below to make Capital
Contributions, except as required by law.

      5.5. Company Books. Upon reasonable notice to the other Members, each
Member shall have the right, during ordinary business hours, to inspect and copy
any books of the Company and other documents at the requesting Member's expense.

                                    ARTICLE 6
                               MEETINGS OF MEMBERS

      6.1. Meetings. Any Member may call a meeting to consider approval of an
action or decision under any provision of this Agreement by delivering to each
other Member notice of the time and purpose of such meeting at least ten (10)
days before the day of such meeting. A Member may waive the requirement of
notice of a meeting either by attending such meeting or executing a written
waiver before or after such meeting. Any such meeting shall be held during the
regular business hours at the Company's principal place of business unless all
of the other Members consent in writing or by their attendance at such meeting
to its being held at another location or time.

      6.2. Actions Without a Meeting. Any action or decision which may be made
by the Members at a properly noticed meeting of the Members at which a quorum of
Members exists, may be taken or made pursuant to a written consent issued by
that number of Members holding the same or a greater percentage of Membership
Units as would be required to be cast in favor of such action or decision at a
properly noticed meeting of Members at which a quorum of Members were present,
in person by proxy. A Member's written consent may be evidenced by such person's
signature on a counterpart of the proposal or by a separate writing (including a
facsimile) that identifies the proposal with reasonable specificity and states
that the Member consents to such proposal.

                                       6
<PAGE>

      6.3. Vote by Proxy. A Member may vote (or execute a written consent) by
proxy given to any other Member. Any such proxy must be in writing and must
identify the specific meeting or matter to which the proxy applies or state that
it applies to all matters (subject to specified reservations, if any) coming
before the Members for approval under any provision of this Agreement prior to a
specified date (which shall not be later than the first anniversary date on
which such proxy is given). Any such proxy shall be revocable at any time and
shall not be effective at any meeting at which the Member giving such proxy is
in attendance.

      6.4. Emergency Procedures. Notwithstanding any provisions of this Article
6, in the event that Members who could authorize a Company action or decision at
a duly called meeting reasonably determine, in writing, that the Company is
facing a significant emergency that requires immediate action, such Members may,
without complying with general applicable procedures or meetings or actions by
unanimous consent, authorize any action or decision that they deem reasonably
necessary to allow the Company to benefit from a significant opportunity or to
protect the Company from significant loss or damage, provided that they make
reasonable efforts under the circumstances to contact and consult all Members
concerning such action or decision and the reasons why such action or decision
must be made without observing generally applicable procedures.

      6.5. Records. Notwithstanding, the Company shall maintain permanent
records of all actions taken by the Members pursuant to any provision of this
Agreement, including minutes of all Company meetings, copies of all actions
taken by consent of the Members, and copies of all proxies pursuant to which one
Member votes or executes a consent on behalf of another.

      6.6. Quorum. The presence of Members owning a majority of Membership
Units, represented in person or by proxy, shall constitute a quorum at any
meeting of Members. At an adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. The Members present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal during the meeting of that number of Members owning Membership Units
whose absence would cause less than a quorum.

      6.7. Manner of Acting. If a quorum is present, the affirmative vote of
Members owning a majority of the Membership Units entitled to vote shall be the
act of the Members, unless the vote of a greater or lesser proportion or number
is otherwise required by the Act, by the Articles or by this Agreement. Each
Member shall have one (1) vote for each Membership Unit of the Company owned by
such Member. Unless otherwise expressly provided in this Agreement or required
under applicable law, Members who have an interest (economic or otherwise) in
the outcome of any particular matter upon which the Members vote or consent, may
vote or consent upon any such matter and their Membership Units, vote or
consent, as the case may be, shall be counted in the determination of whether
the requisite matter was approved by the Members.

                                       7
<PAGE>

                                    ARTICLE 7
                                   MANAGEMENT

      7.1. Board of Directors. The Members shall elect a Board of Directors
which shall consist of no less than one (1), nor more than three (3) Persons.
Jeffrey D. Reid is hereby appointed and accepts such appointment as the initial
Director of the Company. The initial Director shall serve until such time as the
Members shall elect a new Board of Directors. Each Director shall be elected by
the Members at each annual meeting and shall hold office until the next annual
meeting of Members and until that Director's successor shall have been duly
elected and qualified. The authority, power and responsibility for the general
day-to-day management, control and supervision of the business, activities,
operations and assets of the Company shall be delegated to and vested in the
Board of Directors.

      7.2. Delegation of Authority and Duties. The Board of Directors may, from
time to time, delegate to on or more persons such authority and duties as the
Board of Directors may deem advisable. In addition, the Board of Directors may
assign, in writing, titles to any person, including without limitation, the
titles of President, Vice-President, Secretary, Assistant Secretary, Treasurer
and Assistant Treasurer. Unless the Board of Directors decide otherwise, the
assignment of such title shall constitute the delegation to such person of the
authority and duties as are set forth in Section 7.15 below. Any number of
titles may be held by the same person. Any delegation pursuant to this Section
7.2 may be revoked at any time by the Board of Directors. The initial officer
designated by the Board of Directors shall be as follows, until such time as the
Board of Directors agrees otherwise:

      Name                               Office
      ----                               ------
      Jeffrey D. Reid                    President

      7.3. Regular Meetings. The Board of Directors may establish a schedule of
regular meetings of such Directors and at such times as the Directors shall deem
necessary and appropriate for the Directors' monitoring and supervision of the
Company's operations and such other matters as may come before the Directors.

      7.4. Special Meetings. A Special Meeting of the Board of Directors may be
called for any purpose or purposes at any time by any Director. Such meeting
shall be held upon not less than seven (7) nor more than thirty (30) days'
written notice delivered either personally or sent by United States registered
or certified mail, return receipt requested, by or at the direction of the
Director calling the meeting to each Director. If mailed, the same shall be
deemed to be delivered two (2) calendar days after being deposited in the United
States mail, addressed to the Director at the Director's address as it appears
on the books of the Company, with full postage therein prepaid. Such notice
shall specify the time and place of the meeting and the matters to be considered
at such meeting. Unless all Directors otherwise consent in person or by proxy, a
Special Meeting of the Board of Directors may address only those issues set
forth in the notice of meeting.

                                       8
<PAGE>

      7.5. Quorum. The presence of the majority of Directors shall constitute a
quorum at any meeting of Directors. At an adjourned meeting of which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at a meeting as originally noticed. If, during a meeting of
Directors, the number of Directors present shall decrease to less than a quorum,
no further actions shall be taken at that meeting and the meeting shall be
adjourned.

      7.6. Manner of Acting. If a quorum is present, the affirmative vote of a
majority of the Directors entitled to vote shall be the act of the Board of
Directors, unless the vote of a greater or lesser proportion or number is
otherwise required by the Act, by the Articles or by this Agreement. Each
Director shall have one (1) vote. Each Director shall have the full power and
authority to undertake the day-to-day business operations and business
activities of the Company in the ordinary course, subject only to the
limitations of Article 3 (related to the stated purposes of the Company).

      7.7. Action Without Meeting. The Board of Directors may act without a
meeting if the number of Directors sufficient to approve such action at a
meeting of the Board of Directors shall consent in writing to such action, and
notice of such consent shall be given promptly to all Directors not consenting.
The Company shall make a good faith effort to distribute the proposed written
consent to all Directors, including the dispatch of copies by mail to each
Director at his or her address shown on the Company's records. Such written
consent or consents shall be filed in the Company's minute book.

      7.8. Vacancies in Board of Directors. Any vacancy in the Board of
Directors, including a vacancy caused by an increase in the number of Directors,
shall be filled from among the Members by the affirmative vote of Members owning
a majority of the Membership Units entitled to vote.

      7.9. Recusal. Each Director shall recuse himself or herself from the Board
of Directors' consideration and voting concerning his or her termination of
contractual relations with the Company or other matters between such Director
and the Company and shall not be entitled to attend that portion of the meeting
concerning him or her or to vote thereon, but if otherwise in attendance shall
be deemed to be in attendance for the purposes of meeting quorum requirements.

      7.10. Resignation. Any Director of the Company may resign at any time by
giving written notice to the Members of the Company. The resignation of any
Director shall take effect upon receipt of that notice or at such later time as
shall be specified in the notice; and, unless otherwise specified in the notice,
the acceptance of the resignation shall not be necessary to make it effective.
The resignation of a Director who is also a Member shall not affect the
Director's rights as a Member and shall not constitute a withdrawal of a Member.

                                       9
<PAGE>

      7.11. Removal. A Director may be removed at any time by the vote of
Members owning two-thirds (2/3rds) or more of the Membership Units, at any time
for any reason, with or without cause. Upon the termination of a Director's
Membership Interest, that Director shall no longer be eligible to serve on the
Board of Directors and shall be deemed to have resigned his or her position as a
Director effective with the sale, transfer or redemption of his or her
Membership Interest in the Company.

      7.12. Compensation. The Directors may receive such compensation for their
management services as shall be determined by the vote of Members owning the
majority or more of the Membership Units and shall be entitled to be reimbursed
by the Company for all reasonable out-of-pocket expenses incurred in their role
as Directors on behalf of the Company.

      7.13. Liability for Certain Acts. Each Director shall perform his or her
duties in good faith, in a manner he or she reasonably believes to be in the
best interest of the Company, and with such care as an ordinarily prudent person
in a like position would use under similar circumstances. A Director who so
performs his or her duties shall not have any liability to the Company or to any
Member for any loss or damage sustained by the Company or any Member, unless the
loss or damage shall have been the result of fraud, deceit, gross negligence,
willful misconduct or a wrongful taking by such Director.

      7.15. Duties and Authorities of Officers.

            (a) President. The President shall be the chief executive officer of
the Company and shall have general charge and supervision over, and
responsibility for, the business and affairs of the Company subject to direction
of the Board of Directors. The President may enter into and execute, in the name
of the Company, contracts or other instruments in the ordinary course of
business or contracts or other instruments not in the ordinary course of
business which are authorized by the Board of Directors.

            (b) Vice President. The Vice President shall perform such duties and
have such authority as from time to time may be delegated by the President or by
the Board of Directors. In the absence of the President or in the event of the
President's death, inability, or refusal to act, the Vice President shall
perform the duties and be vested with the authority of the President.

            (c) Treasurer. The Treasurer shall have the custody of the funds and
securities of the Company and shall keep or cause to be kept regular books of
account for the Company. The Treasurer shall perform such other duties and
possess such other powers as are incident to that office or as shall be assigned
by the President or the Board of Directors.

            (d) Secretary. The Secretary shall cause notices of all meetings to
be served as prescribed in this Agreement, and shall keep or cause to be kept
the minutes of all meetings of the Board of Directors, the officers and any
committees. The Secretary shall have charge of the Company seal. The Secretary
shall perform such other duties and possess such other powers as are incident to
that office or as are assigned by the President or the Board of Directors.

                                       10
<PAGE>

            (e) Assistant Treasurer. The Assistant Treasurer shall perform such
duties and possess such powers as shall be assigned by the Treasurer, the
President or the Board of Directors. In the absence of the Treasurer or in the
event of the Treasurer's death, inability, or refusal to act, the Assistant
Treasurer shall perform the duties and be vested with the authority of the
Treasurer.

            (f) Assistant Secretary. The Assistant Secretary shall perform such
duties and possess such powers as shall be assigned by the Secretary, the
President or the Board of Directors. In the absence of the Secretary or in the
event of the Secretary's death, inability, or refusal to act, the Assistant
Secretary shall perform the duties and be vested with the authority of the
Secretary.

                                    ARTICLE 8
                       CONTRIBUTIONS AND CAPITAL ACCOUNTS

      8.1. Members' Capital Contributions. The Members have made the Capital
Contributions set forth on Exhibit "A" which is attached hereto and made a part
hereof.

      8.2. Maintenance of Capital Accounts. The Company shall establish and
maintain a Capital Account for each Member.

      8.3. Withdrawal of Capital. A Member shall not be entitled to withdraw any
part of such Member's Capital Account or to receive any distribution from the
Company, except as provided in this Agreement. The Board of Directors shall,
however, have the authority, in their discretion, to return to the Members all
or part of the Capital Contributions of the Members, provided that such payments
are made to the Members in proportions permitted under Article 9 below.

      8.4. Additional Capital Contributions. No Member shall be required to make
any additional capital contribution to the Company or to restore any deficit in
such Member's Capital Account, except as provided in this Agreement, and such
deficit, if any, shall not be considered a debt owed to the Company or to any
other person for any purpose.

      8.5. Interest on Capital Contributions. No interest shall be due from the
Company on any Capital Contribution of any Member.

      8.6. Priority and Return of Capital. Except as may be expressly provided
in this Agreement, no Member shall have priority over any other Member, either
for the return of Capital Contributions or for Net Cash from Operations or for
Net Cash from Sales or Refinancing, provided that this section shall not apply
to loans (as distinguished from Capital Contributions) which a Member has made
to the Company.

      8.7. Limitation on Liability of Member. The Members shall have no
liability or obligation for any debts, liabilities or obligations of the Company
beyond the Member's respective Capital Contribution or obligation to make a
Capital Contribution, except as expressly required by this Agreement or
applicable law. A Member who rightfully received any distribution of cash or
Property from the Company is nevertheless liable to the Company only to the
extent now or hereafter provided by the Act.

                                       11
<PAGE>

      8.8. Loans. If any Member makes any loan or loans to the Company, or
advances money on its behalf, the amount of any such loan or advance shall not
be deemed an increase in, or contribution to, the capital account of the lending
Member or entitle the lending Member to any increase in his or her share of the
distributions of the Company. Interest shall accrue on any such loan at an
annual rate agreed to by the Company and the lending Member (but not in excess
of the maximum rate allowable under applicable usury laws).

      8.9. Default in Capital Contributions. If any Member fails to make any
Capital Contribution when due, such Member shall be in default, and the Company
may exercise all legal rights including, without limitation, the commencement of
an action to collect from such defaulting Member by legal process the entire
amount of the unpaid Capital Contribution (including those not currently in
default), together with all court costs and reasonable attorney fees.

                                    ARTICLE 9
                        ALLOCATIONS OF PROFITS AND LOSSES

      9.1. Allocations of Profits and Losses from Operations. The Profits and
Losses of the Company for each Fiscal Year shall be allocated among the Members'
Capital Accounts in accordance with their respective Membership Interests as set
forth on Exhibit "A". Calculations and allocations of Profits and Losses shall
be made by the Accountants regularly employed by the Company as requested by the
Members, but at least annually and in conformity with the current requirements
of the Code. No allocations of loss, deduction and/or expenditures described in
Section 705(a)(2)(B) of the Code shall be charged to the Capital Accounts of any
Member if such allocation would cause such Member to have a negative balance in
his or her Capital Account. The amount of such loss, deduction and/or
expenditure shall instead be allocated pro rata among the Members.

      9.2. Basis in Contributed Assets. Each Member who has contributed or may
hereafter contribute property other than money to the Company, or who acquires
his or her interest in the Company by transfer (whether by voluntary act or by
operation of law), shall on or prior to the date of any such contribution, or by
the end of the Fiscal Year in which any such transfer was made, furnish to the
Company a statement of his or her adjusted basis for such property, or his or
her interest in the Company for Federal income tax purposes. Such Member shall
also furnish such additional evidence or information with regard to his or her
basis and the holding period of the property as the other Members may deem
necessary or advisable. For purposes of calculating the adjusted basis of a
Member's interest in the Company, the information set forth on any such
statement shall be conclusively presumed to be correct. If a Member subsequently
learns that his or her initial statement was inaccurate or incorrect, he or she
shall immediately notify the other Members and a new calculation of said
Member's adjusted basis for his or her Membership Interest in the Company shall
be made. However, no such recalculation shall affect the allocation of Profits
or Losses for any period of time ending prior to the date on which the amended
statement is submitted.

                                       12
<PAGE>

      9.3. Distributions. Subject to the provisions of this Article 9, all
distributions of cash or other property shall be made to the Members in
accordance with their respective Membership Interests as set forth on Exhibit
"A".

      t 6 0 9.4. Limitations upon Distributions. The Company shall not make a
distribution to a Member to the extent that at the time of the distribution,
after giving effect to the distribution, all liabilities of the Company, other
than liabilities to Members on account of their Membership Interests and
liabilities for which the recourse of creditors is limited to specified property
of the Company, exceed the fair value of the assets of the Company, except that
the fair value of property that is subject to a liability for which the recourse
of creditors is limited shall be included in the assets of the Company only to
the extent that the fair value of that property exceeds that liability.

      9.5. Accounting Principles. The Profits and Losses of the Company shall be
determined in accordance with accounting principles applied on a consistent
basis using the same method of accounting as the Company uses for Federal income
tax purposes. It is intended that the Company will elect those accounting
methods that provide the Company with the greatest tax benefits.

      9.6. Tax Returns. The Members shall cause the preparation and timely
filing of all tax returns required to be filed by the Company pursuant to the
Code and all other tax returns deemed necessary and required in each
jurisdiction in which the Company does business. Copies of those returns, or
pertinent information from the returns, shall be furnished to all Members within
a reasonable time after the end of the Fiscal Year.

      9.7. Tax Matters. In the event the Company is subject to administrative or
judicial proceedings for the assessment and collection of deficiencies of
federal taxes or for the refund of overpayments of federal taxes arising out of
a Member's distributive share of income, losses, gain, credits or deductions,
the individual who is then holding the office of President of the Company shall
act in the capacity of a tax matters partner ("TMP") and shall have all the
powers and duties assigned to a TMP under Sections 6221 through 6233 of the Code
or under any Treasury Regulations thereunder. The Members agree to perform all
acts necessary under Section 6231 of the Code or under any Treasury Regulations
thereunder to permit such person to act as a TMP. The initial TMP of the Company
shall be Jeffrey D. Reid.

                                   ARTICLE 10
                            DISTRIBUTION OF CASH FLOW

      10.1. Net Cash from Operations. Net Cash from Operations shall be
distributed in the following priority, subject to Section 10.3 and Article 9:

                                       13
<PAGE>

            (a) First, Net Cash from Operations shall be distributed to any
Member who has advanced funds to the Company as a Lender, to the extent of and
in proportion to such advances, including interest thereof, if any;

            (b) Second, distributions, if any, of additional Net Cash from
Operations will be made, without priority, to the Members in proportion to their
respective Membership Interests, unless the Members have agreed, in a writing
signed by all of the Members, to a different division permitted by law and
applicable regulation.

      10.2. Net Cash from Sales or Refinancing. Net Cash from Sales or
Refinancing shall be distributed in the following priority, subject to Section
10.3 and Article 9:

            (a) First, to any Member who has advanced funds to the Company as a
Lender, to the extent of and in proportion to such advances, including interest
thereof, if any:

            (b) Distributions, if any, of additional Net Cash from Sales or
Refinancing will be made, without priority, to the Members in proportion to
their respective Membership Interests, unless the Members have agreed, in a
writing signed by all of the Members, to a different division permitted by law
and applicable regulation.

      10.3. Restrictions on Distributions of Cash Flow.

            (a) The Company may be restricted from making distributions under
the terms of notes, mortgages, or other types of debt obligations which it may
issue or assume in connection with borrowed funds, if any. In addition,
distributions are subject to the payment of Company expenses and to the
maintenance of sufficient reasonable reserves for such expenses and for
alterations, repairs, improvements, maintenance and replacement of Company
assets. Distributions may also be restricted or suspended in circumstances when
the Board of Directors determine, in their absolute discretion, that such action
is in the best interest of the Company.

            (b) Distributions of Net Cash from Operations or Net Cash from Sales
or Refinancing shall be made in such amounts and at such times as determined by
the discretion of the Board of Directors. The Company may distribute at least
annually to the Members so much of its Net Cash as is not, in the determination
by a majority vote of the Board of Directors, necessary or advisable for the
conduct of the Company's business, after setting aside such amounts as the Board
of Directors deem necessary to create adequate reserves for future capital or
operating needs of the Company. Distributions to the Members, as a class, unless
otherwise expressly indicated, shall be divided among them without priority.

            (c) If any assets of the Company are distributed in kind, such
assets shall be distributed to the Members entitled thereto as tenants-in-common
in the same proportions as such Members would have been entitled to cash
distributions.

            (d) No Member shall be entitled to demand and receive property other
than cash in return for Capital Contributions to the Company.

                                       14
<PAGE>

            (e) The Members irrevocably waive, during the term of the Company
and during the period of any liquidation following the dissolution of the
Company, any right to maintain any action or claim for partition with respect to
any assets of the Company.

                                   ARTICLE 11
                        TRANSFER OF MEMBERSHIP INTERESTS

      11.1. Restriction on Transferability of Membership Interests. None of the
Members shall, while this Agreement is in force, sell, assign, encumber, pledge,
hypothecate, transfer or otherwise dispose of any of their Membership Units now
or hereafter owned by such Member, except pursuant to the terms of this
Agreement or with the written consent of the Board of Directors. In order to
effectuate this Agreement, each membership certificate evidencing a Member's
ownership of Membership Units shall bear the following legend upon its face,
which legend shall likewise be endorsed upon all Membership Certificates subject
to this Agreement which shall hereafter be issued:

                  "OWNERSHIP, SALE, ASSIGNMENT, ENCUMBRANCE, PLEDGE,
                  HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THIS
                  MEMBERSHIP CERTIFICATE, OR ANY MEMBERSHIP ISSUED IN LIEU
                  THEREOF, ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN A
                  CERTAIN OPERATING AGREEMENT MADE AND DATED EFFECTIVE AS OF THE
                  _____ DAY OF MARCH, 2006, A COPY OF WHICH IS ON FILE AND
                  AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE
                  COMPANY."

                                   ARTICLE 12
                            DISSOCIATION OF A MEMBER

      12.1. Dissociation. A Person shall cease to be a Member upon the happening
of the following events:

            (a) the bankruptcy of such Member;

            (b) the assignment by such Member of his or her entire Membership
Interest in accordance with the terms of this Agreement;

            (c) in the case of a Member who is a natural person, the death of
such Member or the entry of an order by a court of competent jurisdiction
adjudicating such Member incompetent to manage his or her personal estate;

            (d) in the case of a Member who is acting as a Member by virtue of
being a trustee of a trust, the termination of the trust (but not merely the
substitution of a new trustee);

                                       15
<PAGE>

            (e) in the case of a Member that is a separate organization other
than a Company, the dissolution and commencement of winding up of the separate
organization; or

            (f) in the case of a Member that is a Company, the filing of a
certificate of dissolution, or its equivalent, for the Company or the revocation
of its charter.

      12.2. Rights of Dissociating Member. In the event any Member dissociates
prior to the expiration of the term of the Company:

            (a) if the dissociation causes a dissolution and winding up of the
Company under Article 13, the Member shall be entitled to participate in the
winding up of the Company to the same extent as any other Member except that any
distributions to which the Member would have been entitled shall be reduced by
the damages sustained by the Company as a result of the dissolution and winding
up;

            (b) if the dissociation does not cause a dissolution and winding up
of the Company under Article 13, the Member who dissociates, or such Member's
successor in interest shall, regardless of whether the dissociation was the
result of a voluntary act by such Member, not be entitled to receive any
distributions to which the Member would not have been entitled had the Member
remained a Member; or

            (c) if the dissociation does not cause a dissolution and winding up
of the Company under Article 13 and occurs by virtue of an assignment of such
Member's entire Membership Interest in accordance with this Agreement, then the
rights of the dissociating Member (and such Member's successor) shall be
determined under Article 11.

                                   ARTICLE 13
                           DISSOLUTION AND LIQUIDATION

      13.1. Events Triggering Dissolution. The Company shall dissolve and
commence winding up and liquidating upon the first to occur of any of the
following (each a "Liquidating Event"):

            (a) the determination by the Board of Directors, or by unanimous
agreement of all of the Members, that the Company should be dissolved;

            (b) the dissociation of a Member or any other event that causes a
Member to cease to be a Member under the Act (other than an assignment of a
Member's entire Membership Interest in accordance with the terms of this
Agreement), provided that any such event shall not constitute a Liquidating
Event if the business of the Company is continued either by the consent, within
90 days after the dissociation, of the remaining Members holding at least a
majority of the remaining Membership Units;

            (c) the insolvency or bankruptcy of the Company;

            (d) the sale of all or substantially all of the Company's assets;

                                       16
<PAGE>

            (e) any event that makes it impossible, unlawful or impractical to
carry on the business of the Company; or

            (f) the expiration of the period fixed for the duration of the
Company, if any, pursuant to Section 2.4 of this Agreement.

      13.2. Effect of Dissolution. No dissolution of the Company shall release
any of the parties to this Agreement from their contractual obligations under
this Agreement.

      13.3. Liquidation. Upon dissolution of the Company in accordance with
Section 13.1, the Company shall be liquidated. The Board of Directors (or if
there are no Directors, then the Members holding a majority of the Membership
Interests) shall select a liquidating Director (who may be any Member or
Director) who shall serve only for purposes of winding up the Company
("Liquidating Director"). The proceeds of such liquidation shall be applied and
distributed in the following order of priority:

            (a) to the payment of the debts and liabilities of the Company
(other than debts and liabilities owing to a Member) and the expenses of
liquidation (including, if applicable, the reasonable fees of the Liquidating
Director);

            (b) the setting up of any reserves which the Liquidating Director
may deem reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Company, which reserves shall be paid over to an attorney at
law of the State of Nevada, as escrow holder, to be held for the purpose of
disbursing (under the direction of the Liquidating Director) such reserves in
payment of any of the aforementioned liabilities and, at the expiration of such
period (not to exceed two (2) years) as the Liquidating Director may deem
advisable, for distribution in the manner hereinafter provided;

            (c) to the repayment of any outstanding advances or loans that may
have been made by any of the Members to the Company, other than capital
contributions, pro rata among them on the basis of such advances and loans to
the Company; and

            (d) the balance, if any, to the Members (or to the permitted
transferees of their Interest in the Company, in whole or in part) in accordance
with their respective Capital Accounts, after adjustment for all income, loss,
and gain of the Company and after adjustment for all previous contributions and
distributions of the Company.

      13.4. Revaluation. If the Company assets are not sold, but instead are
distributed in kind, such assets, for purposes of determining the amount to be
distributed to the parties, shall be revalued on the Company's books to reflect
their then current fair market value as of a date reasonably close to the date
of liquidation. Any unrealized appreciation or depreciation shall be allocated
among the Members (in accordance with the provisions of Article 9 as if such
assets were sold at such fair market value) and taken into account in
determining the Capital Accounts of the Members as of the date of liquidation.

                                       17
<PAGE>

      13.5. Distributions in Kind. The Liquidating Director may make
distributions to the Members in cash or in kind, or partly in cash or partly in
kind, in divided or undivided interests, and to allocate any property towards
the satisfaction of any payment or distribution due to the Members in such
manner as the Liquidating Director may determine, whether or not such
distributive shares may as a result be composed of different assets.
Distribution of any asset in kind to a Member shall be considered as a
distribution of an amount equal to the asset's fair market value for purposes of
this Article 13.

      13.6. Timing of Liquidation. Distributions and liquidation of the Company
shall be made in compliance with Treasury Regulation Section
1.704-1(b)(2)(ii)(b). Distributions may be made to a trust established for the
benefit of the Members for the purposes of liquidating Company assets,
collecting amounts owed to the Company, and paying any contingent or unforeseen
liabilities or obligations of the Company or of the Members arising out of or in
connection with the Company. The assets of any such trust shall be distributed
to the Members from time to time in the reasonable discretion of the Liquidating
Director, in the same proportions as the amount distributed to such trust by the
Company would otherwise have been distributed to such persons pursuant to this
Agreement.

      13.7. Articles of Cancellation. Upon the dissolution of the Company and
the completion of the liquidation and winding up of the Company's affairs and
business, the Liquidating Director shall (or if the Liquidating Director fails
to act, then any Member may) prepare and file articles of cancellation with the
office of the State Treasurer of the State of Nevada, as required by the Act.
When such articles are filed, the Company's existence shall cease.

                                   ARTICLE 14
                            MISCELLANEOUS PROVISIONS


      14.1. Arbitration.

            (a) All disputes, controversies, or differences which may arise by
and among the Members, out of, or in relation to, or in connection with this
Agreement, or for the breach thereof, shall be submitted to binding arbitration
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. The place of arbitration shall be in _____________ County,
____________. The decision of the arbitration shall be final and non-appealable,
except to enforce the award of the arbitration.

            (b) If any action or arbitration or other proceeding shall be
commenced to enforce this Agreement, the prevailing party in such action or
proceeding shall be entitled to recover from the other party reasonable
attorney's fees, arbitration costs and out-of-pocket expenses incurred by such
prevailing party in connection with such action or proceeding.

      14.3. Notices. Any notice, demand, or communication required or permitted
to be given by any provision of this Agreement shall be deemed to have been
sufficiently given or served for all purposes if delivered personally to the
party or to an executive officer of the party to whom the same is directed or,
if sent by registered or certified mail, postage and charges prepaid, addressed
to the Member's and/or Company's address, as appropriate, which is set forth in
this Agreement. Except as otherwise provided in this Agreement, any such notice
shall be deemed to be given three business days after the date on which the same
was deposited in a regularly maintained receptacle for the deposit of United
States mail, addressed and sent as aforesaid.

                                       18
<PAGE>

      14.4. Books of Accounts and Records. Proper and complete records and books
of accounts shall be kept or shall be caused to be kept by the Members in which
shall be entered fully and accurately all transactions and other matters
relating to the Company's business in the detail and completeness customary and
usual for businesses of the type engaged in by the Company. The books and
records shall, to the extent practical, be maintained at the principal executive
office of the Company or such other place as the Company shall determine and
shall be open to the reasonable inspection and examination of the Members or
their duly authorized representatives during reasonable business hours.

      14.5. Application of Nevada Law. This Agreement, and the application and
interpretation hereof, shall be governed exclusively by its terms and by the
laws of the State of Nevada, without regard to principles of conflict of laws.

      14.6. Waiver of Action for Partition. Each Member irrevocably waives
during the term of the Company any right that it may have to maintain any action
for partition with respect to any property of the Company.

      14.7. Amendments. This Agreement may not be amended except by the
unanimous written agreement of Members.

      14.8. Amendments Without Consent of Members. In addition to any amendments
otherwise authorized in this Agreement, amendments may be made to this Agreement
from time to time by the Board of Directors, without the consent of any Member,
which (a) do not adversely affect the rights of the Members or their assignees
in any material respect; (b) correct any error or resolve any ambiguity in or
inconsistency among any of the provisions of this Agreement; (c) delete or add
any provision of this Agreement that is required to be so deleted or added by
any Federal or state securities commission or other governmental authority; (d)
amend this Agreement and any certificate to admit new Members in accordance with
this Agreement; or (e) is in response to a change in the Act that permits or
requires an amendment so long as no Member is adversely affected in any material
respect.

      14.9. Execution of Additional Instruments. Each Member hereby agrees to
execute such other and further statements of interest and holdings,
designations, power of attorney, and other instruments necessary to comply with
any laws, rules or regulations.

      14.10. Construction. Whenever the singular number is used in this
Agreement and when required by the context, the same shall include the plural
and vice versa, and the masculine gender shall include the feminine and neuter
genders and vice versa.

                                       19
<PAGE>

      14.11. Headings. The heading in this Agreement are for convenience only
and are in no way intended to describe, interpret, define or limit the scope,
extent or intent of this Agreement or any of its provisions.

      14.12. Waivers. The failure of any party to seek redress for violation of
or to insist upon the strict performance of any covenant or condition of this
Agreement shall not prevent a subsequent act, that would have originally
constituted a violation, from having the effect of an original violation.

      14.13. Rights and Remedies Cumulative. The rights and remedies provided by
this Agreement are cumulative and the use of any one right or remedy by any
party shall not preclude or waive the right to use any or all other remedies.
Said rights and remedies are given in addition to any other rights the parties
may have by law, statute, ordinance, or otherwise.

      14.14. Severability. If any provision of this Agreement or its application
to any person or circumstance shall be invalid, illegal or unenforceable to any
extent, the remainder of this Agreement and its application shall not be
affected and shall be enforceable to the fullest extent permitted by law.

      14.15. Heirs, Successors, and Assigns. Each and all of the covenants,
terms, provisions, and agreements contained in this Agreement shall be binding
upon and inure to the benefit of the parties hereto and, to the extent permitted
by this Agreement, their respective heirs, personal representatives, successors
and assigns.

      14.16. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same instrument.

      14.17. Prior Agreements Superseded. Any and all prior agreements between
or among the Members, whether oral or written, in the nature of an Operating
Agreement or relating to substantially the same subject matter as this
Agreement, is hereby terminated and superseded.








               [Intentionally left blank - Signature page follows]




                                       20
<PAGE>



            IN WITNESS WHEREOF, the parties have entered into this Operating
Agreement as of the date first set forth above.

                                   THE COMPANY:

                                      KMA GLOBAL SOLUTIONS, LLC

                                          s/s Jeffrey D. Reid
                                      BY:_____________________________________
                                         Jeffrey D. Reid, Director and President


                                   THE MEMBER(S)

                                            KMA GLOBAL SOLUTIONS
                                            INTERNATIONAL, INC.

                                          s/s Jeffrey D. Reid
                                      BY:______________________________________
                                         Name and Title:  Jeffrey D. Reid,
                                                          President





                                       21
<PAGE>

                                   EXHIBIT "A"
                   MEMBERSHIP INTERESTS/CAPITAL CONTRIBUTIONS

                                                      Certificate
Names of Members                Membership Interest      Number    Contribution
----------------                -------------------      ------    ------------
                                Percentage   Units
                                ----------   -----
KMA Global Solutions            100%           1            1          100%
International, Inc.



                       TOTALS:  100.00%        1                     $ 100.00
                                =======    ==========                 =======



                                       22