LIMITED
        LIABILITY COMPANY OPERATING AGREEMENT

      


      OF

      


      VORTEX
        OCEAN ONE, LLC

      A
        NEVADA LIMITED LIABILITY COMPANY

      


      Dated
        as of June 30, 2008

       

      
        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF
        CONTENTS

       

      
        
          	
                  ARTICLE
                    I. DEFINITIONS AND INTERPRETATION

                	
                  1

                
	
                  1.1
                    CERTAIN DEFINITIONS

                	
                  1

                
	
                  1.2
                    OTHER DEFINED TERMS

                	
                  4

                
	
                  1.3
                    INTERPRETATION

                	
                  5

                
	 	 
	
                  ARTICLE
                    II. INTRODUCTORY MATTERS

                	
                  5

                
	
                  2.1
                    FORMATION OF LLC

                	
                  5

                
	
                  2.2
                    NAME; PRINCIPAL OFFICE; AGENT

                	
                  5

                
	
                  2.3
                    PERIOD OF DURATION

                	
                  5

                
	
                  2.4
                    BUSINESS AND PURPOSE OF THE LLC

                	
                  5

                
	
                  2.5
                    TITLE TO ALL PROPERTIES

                	
                  6

                
	 	 
	
                  ARTICLE
                    III. MEMBERS AND CAPITAL CONTRIBUTIONS

                	
                  6

                
	
                  3.1
                    MEMBERS; NO PERSONAL LIABILITY

                	
                  6

                
	
                  3.2
                    INITIAL CAPITAL CONTRIBUTIONS

                	
                  6

                
	
                  3.3
                    ADDITIONAL CONTRIBUTIONS

                	
                  6

                
	
                  3.4
                    RIGHTS WITH RESPECT TO CAPITAL

                	
                  7

                
	
                  3.5
                    GENERAL RULES FOR ADJUSTMENT OF CAPITAL ACCOUNTS

                	
                  7

                
	
                  3.6
                    SPECIAL RULES WITH RESPECT TO CAPITAL ACCOUNTS

                	
                  8

                
	
                  3.7
                    TRANSFEREE'S CAPITAL ACCOUNT

                	
                  8

                
	 	 
	
                  ARTICLE
                    IV. ALLOCATION OF PROFITS AND LOSSES

                	
                  8

                
	
                  4.1
                    ALLOCATION OF NET PROFITS AND NET LOSSES

                	
                  8

                
	
                  4.2
                    RESIDUAL ALLOCATIONS

                	
                  9

                
	
                  4.3
                    QUALIFIED INCOME OFFSET

                	
                  9

                
	
                  4.4
                    MINIMUM GAIN CHARGEBACK

                	
                  9

                
	
                  4.5
                    MEMBER NONRECOURSE DEBT MINIMUM GAIN CHARGEBACK

                	
                  9

                
	
                  4.6
                    MEMBER NONRECOURSE DEDUCTIONS

                	
                  9

                
	
                  4.7
                    SPECIAL ALLOCATIONS

                	
                  9

                
	
                  4.8
                    FEES TO MEMBERS OR AFFILIATES

                	
                  10

                
	
                  4.9
                    SECTION 704(c) ALLOCATION

                	
                  10

                
	 	 
	
                  ARTICLE
                    V. DISTRIBUTIONS

                	
                  10

                
	
                  5.1
                    AVAILABLE CASH FLOW

                	
                  10

                
	
                  5.2
                    LIQUIDATING DISTRIBUTIONS

                	
                  11

                
	 	 
	
                  ARTICLE
                    VI. RIGHTS, DUTIES, OBLIGATIONS AND COMPENSATION OF MANAGER AND
                    OFFICERS

                	
                  11

                
	
                  6.1
                    MANAGER

                	
                  11

                
	
                  6.2
                    LIMITATIONS ON RIGHTS AND POWERS

                	
                  13

                
	
                  6.3
                    COMPENSATION OF MANAGER

                	
                  13

                


        


        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

        


        
          	
                  ARTICLE
                    VII. MEMBERS; MEMBERS' MEETINGS

                	
                  13

                
	
                  7.1
                    PLACE OF MEETINGS; MANAGER TO PRESIDE

                	
                  13

                
	
                  7.2
                    ANNUAL MEETINGS OF MEMBERS

                	
                  14

                
	
                  7.3
                    SPECIAL MEETINGS

                	
                  14

                
	
                  7.4
                    NOTICE OF MEETINGS

                	
                  14

                
	
                  7.5
                    VALIDATION OF MEMBERS' MEETINGS

                	
                  14

                
	
                  7.6
                    ACTIONS WITHOUT A MEETING

                	
                  14

                
	
                  7.7
                    REQUIRED VOTE

                	
                  15

                
	
                  7.8
                    QUORUM AND EFFECT OF VOTE

                	
                  15

                
	
                  7.9
                    COMPENSATION OF MEMBERS

                	
                  15

                
	 	 
	
                  ARTICLE
                    VIII. RESTRICTIONS ON TRANSFER OF LLC INTERESTS; ADMISSION OF
                    NEW
                    MEMBERS

                	
                  15

                
	
                  8.1
                    TRANSFER OR ASSIGNMENT OF INTERESTS

                	
                  15

                
	
                  8.2.
                    RIGHT OF FIRST REFUSAL UPON SALE

                	
                  15

                
	
                  8.3
                    BUYOUT OPTION

                	
                  16

                
	
                  8.4
                    VOID TRANSFERS

                	
                  18

                
	
                  8.5
                    SUBSTITUTION OF MEMBERS

                	
                  18

                
	
                  8.6
                    ADMISSION OF NEW MEMBERS

                	
                  18

                
	
                  8.7
                    SUBSEQUENT TRANSFERS SUBJECT TO TERMS OF AGREEMENT

                	
                  18

                
	
                  8.8
                    PURCHASE TERMS VARIED BY AGREEMENT

                	
                  18

                
	
                  8.9
                    SPOUSAL CONSENT

                	
                  18

                
	 	 
	
                  ARTICLE
                    IX. TERMINATION AND DISSOLUTION

                	
                  18

                
	
                  9.1
                    DISSOLUTION

                	
                  18

                
	
                  9.2
                    DISASSOCIATION EVENT

                	
                  19

                
	
                  9.3
                    STATEMENT OF INTENT TO DISSOLVE

                	
                  19

                
	
                  9.4
                    CONDUCT OF BUSINESS

                	
                  19

                
	
                  9.5
                    DISTRIBUTION OF NET PROCEEDS

                	
                  19

                
	 	 
	
                  ARTICLE
                    X. BOOKS, RECORDS, REPORTS AND BANK ACCOUNTS

                	
                  20

                
	
                  10.1
                    MAINTENANCE OF BOOKS AND RECORDS

                	
                  20

                
	
                  10.2
                    ANNUAL ACCOUNTING

                	
                  20

                
	
                  10.3
                    INSPECTION AND AUDIT RIGHTS

                	
                  21

                
	
                  10.4
                    BANK ACCOUNTS; FISCAL YEAR AND ACCOUNTING METHOD

                	
                  21

                
	
                  10.5
                    TAX MATTERS

                	
                  21

                
	
                  10.6
                    INCOME TAX ELECTIONS

                	
                  21

                
	 	 
	
                  ARTICLE
                    XI. INDEMNIFICATION OF THE MEMBERS, MANAGER, AND THEIR
                    AFFILIATES

                	
                  22

                
	
                  11.1
                    INDEMNIFICATION OF THE MEMBERS AND THEIR PRINCIPALS

                	
                  22

                
	
                  11.2
                    EXPENSES

                	
                  22

                
	
                  11.3
                    INDEMNIFICATION RIGHTS NON-EXCLUSIVE

                	
                  22

                
	
                  11.4
                    ERRORS AND OMISSIONS INSURANCE

                	
                  22

                
	
                  11.5
                    ASSETS OF THE LLC

                	
                  22

                


        


        
          
            
            

          

          
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                  ARTICLE
                    XII. ISSUANCE OF LLC CERTIFICATES

                	
                  23

                
	
                  12.1
                    ISSUANCE OF LLC CERTIFICATES

                	
                  23

                
	
                  12.2
                    TRANSFER OF LLC INTERESTS

                	
                  23

                
	
                  12.3
                    LOST, STOLEN OR DESTROYED CERTIFICATES

                	
                  23

                
	 	 
	
                  ARTICLE
                    XIII. AMENDMENTS

                	
                  24

                
	
                  13.1
                    AMENDMENT, ETC. OF OPERATING AGREEMENT

                	
                  24

                
	
                  13.2
                    AMENDMENT OF ARTICLES OF ORGANIZATION

                	
                  24

                
	 	 
	
                  ARTICLE
                    XIV. REPRESENTATIONS AND ACKNOWLEDGMENTS

                	
                  24

                
	
                  14.1
                    INVESTMENT REPRESENTATIONS

                	
                  24

                
	
                  14.2
                    NO REPRESENTATIONS BY LLC

                	
                  24

                
	
                  14.3
                    RISK FACTORS

                	
                  24

                
	 	 
	
                  ARTICLE
                    XV. MISCELLANEOUS PROVISIONS

                	
                  24

                
	
                  15.1
                    COUNTERPARTS

                	
                  24

                
	
                  15.2
                    SURVIVAL OF RIGHTS

                	
                  25

                
	
                  15.3
                    SEVERABILITY

                	
                  25

                
	
                  15.4
                    NOTIFICATION OR NOTICES

                	
                  25

                
	
                  15.5
                    GOVERNING LAW

                	
                  25

                
	
                  15.6
                    FURTHER ACTIONS

                	
                  25

                
	
                  15.7
                    ARBITRATION OF DISPUTES

                	
                  25

                
	
                  15.8
                    THIRD PARTY BENEFICIARIES

                	
                  26

                
	
                  15.9
                    PARTITION

                	
                  26

                
	
                  15.10
                    ENTIRE AGREEMENT

                	
                  26

                
	
                  15.11
                    WAIVER

                	
                  26

                
	
                  15.12
                    ATTORNEYS' FEES

                	
                  26

                
	
                  15.13
                    CONFIDENTIALITY

                	
                  26

                


        

      

       

      
        	
                EXHIBIT A

              	 	
                Initial
                  Member Names and Addresses; Initial Capital Contributions and Percentage
                  Interests

              
	
                EXHIBIT B

              	 	
                Form
                  of Certificate for LLC Interest

              
	
                EXHIBIT
                  C

              	 	
                TERM
                  ASSIGNMENT OF OIL AND GAS LEASE dated June 6, 2008

              
	
                EXHIBIT
                  D

              	 	
                RISK
                  FACTORS

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      


      VORTEX
        OCEAN ONE, LLC

       

      LIMITED
        LIABILITY COMPANY OPERATING AGREEMENT

       

      This
        Limited Liability Company Operating Agreement (this “Agreement”) is made and
        entered into effective as of June 30, 2008 by and among the Persons executing
        this Agreement on the signature pages hereof, with reference to the recitals
        set
        forth below.

       

      R
        E C I T
        A L S

       

      WHEREAS,
        the Member(s) have caused VORTEX OCEAN ONE, LLC (the “LLC”) to be formed
        pursuant to the provisions of the provisions of the Nevada Revised Statutes
        as
        set forth in Title 7, Chapter 86 (the “Statute”); and

       

      WHEREAS,
        the Member(s) do hereby adopt this Agreement as the operating agreement of the
        LLC.

       

      NOW,
        THEREFORE, in consideration of the covenants and the promises made herein,
        the
        parties hereto hereby agree as follows.

       

       

      ARTICLE I.

      DEFINITIONS
        AND INTERPRETATION

       

      1.1 CERTAIN
        DEFINITIONS.  In
        this
        Agreement, the following terms have the meanings specified or referred to
        in
        this Section 1.1, which shall be equally applicable to both the singular
        and plural forms.

       

      1.1.1 “Adjusted
        Capital Account Deficit”
means,
        with respect to any Member, the deficit balance, if any, in such Member's
        Capital Account as of the end of the relevant fiscal year of the LLC, after
        giving effect to the following adjustments:

       

      (i) increase
        such Capital Account by any amounts which such Member is obligated to contribute
        to the LLC (pursuant to the terms of this Agreement or otherwise) or is deemed
        to be obligated to contribute to the LLC pursuant to Regulations
        Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

       

      (ii) reduce
        such Capital Account by the amount of the items described in Regulations
        Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

       

      1.1.2 “Affiliate”
means,
        when used with reference to a specified Person, (i) the Principal of the
        Person, (ii) any Person directly or indirectly controlling, controlled by
        or under common control with such Person, (iii) any Person owning or
        controlling 10% or more of the outstanding voting interests of such Person
        and
        (iv) any relative or spouse of such Person.

       

      1.1.3 “Agreement”
means
        this Limited Liability Company Operating Agreement, as originally executed
        and
        as amended from time to time.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      1.1.4 “Articles
        of Organization”
means
        the articles of organization filed with the Nevada Secretary of State for
        the
        purpose of forming the LLC.

       

      1.1.5 “Available
        Cash Flow”
means,
        with respect to any fiscal year of the LLC or other period, the sum of all
        cash
        receipts of the LLC from any and all sources, less all cash disbursements
        (including loan repayments, capital improvements and replacements) and a
        reasonable allowance for Reserves, contingencies and anticipated obligations,
        as
        determined by the Manager.

       

      1.1.6 “Capital
        Contribution”
means
        any money, property or services rendered, or a promissory note or other binding
        obligation to contribute money, property or services, that a Member contributes
        to the LLC as capital in such Member’s capacity as a Member and pursuant to an
        agreement among the Members, including an agreement as to the value of such
        contribution.

       

      1.1.7 “Code”
means
        the Internal Revenue Code of 1986, as amended.

       

      1.1.8 “Depreciation”
means,
        for each fiscal year of the LLC or other period, an amount equal to the
        depreciation, amortization or other cost recovery reduction allowable with
        respect to an asset for such fiscal year or other period.

       

      1.1.9 “Disassociation
        Event”
means
        the death, retirement, resignation, expulsion, bankruptcy or dissolution
        of a
        Member, or any other event that terminates the continued membership in the
        LLC
        of a Member.

       

      1.1.10 “Economic
        Interest”
means
        a
        Person's right to share in the Net Profits, Net Losses or similar items of,
        and
        to receive distributions from, the LLC, but does not include any other rights
        of
        a Member including the right to vote or to participate in the management
        of the
        LLC or, except as provided in Section 10.3, any right to information concerning
        the business and affairs of the LLC.

       

      1.1.11 “LLC
        Interest”
or
        “Interest”
means
        an ownership interest in the LLC, which includes the Economic Interest, the
        right to vote or participate in the management of the LLC and the right to
        information concerning the business and affairs of the LLC, as provided in
        this
        Agreement and under the Statute.
        The
        Interests of the Members, and any portion thereof, constitute the personal
        property of the holders thereof.

       

      1.1.12 “LLC
        Minimum Gain”
means
        the amount determined by computing with respect to each nonrecourse liability
        of
        the LLC, the amount of gain (of whatever character), if any, that would be
        realized by the LLC if it disposed (in a taxable transaction) of the Property
        subject to such liability in full satisfaction thereof, and by then aggregating
        the amounts so computed as set forth in Regulations Section
        1.704-2(d).

       

      1.1.13 “Majority
        in Interest of the Members”
means
        with respect to any date of determination more than 50% of the interests
        of the
        Members in the current profits and capital of the LLC.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      1.1.14 “Manager”
means
        each Person designated or elected to manage the LLC pursuant to Section 6.1
        of this Agreement.

       

      1.1.15 “Member
        Nonrecourse Debt”
has
        the
        meaning set forth in Regulations Section 1.704-2(b)(4).

       

      1.1.16 “Member
        Nonrecourse Debt Minimum Gain”
means
        an amount, with respect to each Member Nonrecourse Debt, equal to the LLC
        Minimum Gain that would result if such Member Nonrecourse Debt were treated
        as a
        nonrecourse liability of the LLC, determined in accordance with Regulations
        Sections 1.704-2(i)(2) and (3).

       

      1.1.17 “Member
        Nonrecourse Deductions”
has
        the
        meaning set forth in Regulations Section 1.704-2(i)(2). The amount of Member
        Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a fiscal
        year of the LLC equals the excess (if any) of the net increase (if any) in
        the
        amount of Member Nonrecourse Debt Minimum Gain attributable to such Member
        Nonrecourse Debt during that fiscal year over the aggregate amount of any
        distributions during that fiscal year to the Member that bears (or is deemed
        to
        bear) the economic loss for such Member Nonrecourse Debt to the extent such
        distributions are from the proceeds of such Member Nonrecourse Debt and are
        allocable to an increase in Member Nonrecourse Debt Minimum Gain attributable
        to
        such Member Nonrecourse Debt, determined in accordance with Regulations Section
        1.704-2(i)(2).

       

      1.1.18 “Member”
means
        a
        Person who is a signatory to this Agreement, as the same may be amended from
        time to time, and who has not resigned, withdrawn or been expelled as a Member
        or, if other than an individual, been dissolved.

       

      1.1.19 “Net
        Profits”
and
        “Net
        Losses”
mean,
        for each fiscal year of the LLC or other period, an amount equal to the LLC’s
        taxable income or loss for such fiscal year or period, determined in accordance
        with Code Section 703(a) (for this purpose, all items of income, gain, loss
        or
        deduction required to be stated separately pursuant to Code Section 703(a)(1)
        shall be included in taxable income or loss), with the following
        adjustments:

       

      (i) Any
        income of the LLC that is exempt from Federal income tax and not otherwise
        taken
        into account in computing Net Profits or Net Losses shall be added to such
        taxable income or loss;

       

      (ii) Any
        expenditures of the LLC described in Code Section 705(b)(2)(B) or treated
        as
        Code Section 705(b)(2)(B) expenditures pursuant to Regulations Section
        1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net
        Profits or Net Losses shall be subtracted from such taxable income or
        loss;

       

      (iii) Gain
        or
        loss resulting from any disposition of Property with respect to which gain
        or
        loss is recognized for Federal income tax purposes shall be computed by
        reference to the fair market value of the Property disposed of, notwithstanding
        that the adjusted tax basis of such Property differs from its fair market
        value;

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (iv) In
        lieu
        of depreciation, amortization and other cost recovery deductions taken into
        account in computing such taxable income or loss, there shall be taken into
        account Depreciation for such fiscal year or other period, computed in
        accordance with the Section 1.1.8 hereof, and

       

      (v) Notwithstanding
        any other provision of this subsection, any items of income, gain, loss or
        deduction which are specifically allocated shall not be taken into account
        in
        computing Net Profits or Net Losses.

       

      1.1.20 “Percentage
        Interests”
        of the
        Members shall be as set forth on Exhibit A hereto, as the same may be amended
        from time to time in accordance with this Agreement or supplemented by a
        register of Interests or any other books and records maintained in conformity
        with this Agreement by the LLC or its transfer agent or registrar for the
        purpose of recording the interests of the LLC’s Interest holders.

       

      1.1.21 “Person”
        means
        any individual, partnership, limited partnership, corporation, trust, estate,
        association, limited liability company or other entity, whether domestic
        or
        foreign.

       

      1.1.22 “Principal”
        means
        the individual who is in ultimate control of a Member.

       

      1.1.23 “Property”
        means
        all assets of the LLC, both tangible and intangible, or any portion
        thereof.

       

      1.1.24 “Regulations”
        means
        the Federal income tax regulations promulgated by the Treasury Department
        under
        the Code, as such regulations may be amended from time to time. 

       

      1.1.25 “Reserves”
        means
        funds set aside from Capital Contributions or gross cash revenues as reserves.
        Such Reserves shall be maintained in amounts reasonably deemed sufficient
        by the
        Manager for working capital and the payment of taxes, insurance, debt service,
        repairs, replacements, renewals or other costs or expenses incident to the
        business of the LLC.

       

      1.2 OTHER
        DEFINED TERMS. The
        following terms have the meanings defined for such terms in the Sections
        set
        forth below:

       

      
        	
                Term

              	 	
                Section

              
	 	 	 
	
                Arbitrator

              	 	
                15.7

              
	
                Buyout
                  Event

              	 	
                8.3.1

              
	
                Buyout
                  Notice

              	 	
                8.3.1

              
	
                Buyout
                  Option

              	 	
                8.3.1

              
	
                Capital
                  Account

              	 	
                3.4.3

              
	
                Departing
                  Member

              	 	
                8.3.1

              
	
                Fair
                  Market Value

              	 	
                8.3.2

              
	
                Indemnitee

              	 	
                11.1

              
	
                LLC

              	 	
                Recitals

              
	
                LLC
                  Certificate

              	 	
                12.1

              
	
                Period
                  of Duration

              	 	
                2.5

              
	
                Permitted
                  Transfer

              	 	
                8.1

              
	
                Remaining
                  Member

              	 	
                8.3.1

              
	
                Sale
                  Notice

              	 	
                8.2.1

              
	
                Statute

              	 	
                Recitals

              
	
                Transfer

              	 	
                8.1

              
	
                Vote

              	 	
                7.7

              


      

       

      
        
          
          

        

        
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      1.3 INTERPRETATION.  As
        used
        in this Agreement, the word “including” means without limitation, the word “or”
is not exclusive and
        the
        words “herein,” “hereof,” “hereto” and hereunder refer to this Agreement as a
        whole. Unless the context otherwise requires, references herein: (i) to
        Articles, Sections and Exhibits mean the Articles and Sections of and the
        Exhibits attached to this Agreement, (ii) to an
        agreement, instrument or other document means such agreement, instrument
        or
        other document as amended, supplemented and modified from time to time to
        the
        extent permitted by the provisions thereof and by this Agreement and (iii)
        to a
        statute means such statute as amended from time to time and includes any
        successor legislation thereto. The Exhibits referred to herein shall be
        construed with and as an integral part of this Agreement to the same extent
        as
        if they were set forth verbatim herein. Titles to Articles and headings of
        Sections are inserted for convenience of reference only and shall not be
        deemed
        a part of or to affect meaning or interpretation of this Agreement. The language
        herein shall be in all cases construed simply according to its fair meaning
        and
        not strictly for or against any of the Members.

       

      ARTICLE II.

      INTRODUCTORY
        MATTERS

       

      2.1 FORMATION
        OF LLC.  The
        parties have formed the LLC pursuant to the provisions of the Statute by
        filing
        the Articles of Organization with the Nevada Secretary of State.
        The
        rights and liabilities of the Members shall be determined pursuant to the
        Statute and this Agreement. To the extent that the rights or obligations
        of any
        Member are different by reason of any provision of this Agreement than they
        would be in the absence of such provision, this Agreement shall, to the extent
        permitted by the Statute, control.

       

      2.2 NAME;
        PRINCIPAL OFFICE; AGENT.  The
        name
        of the LLC is “VORTEX OCEAN ONE, LLC.” The
        LLC
        shall maintain its principal place of business at 10990 Wilshire Blvd., Suite
        1220, Los Angeles, California 90024, or at any other location mutually agreed
        upon by the Members.
        The name
        and address of the LLC's agent for service of process is KARIS
        CORPORATION whose address is 112 North Curry Street, Carson city, Nevada
        89703.

       

      2.3 PERIOD
        OF DURATION.  The
        period of duration of the LLC (the “Period of Duration”) shall be through 2075,
        unless the LLC is sooner terminated or dissolved in accordance with the
        provisions of this Agreement.

       

      2.4 BUSINESS
        AND PURPOSE OF THE LLC.  The
        purpose of the LLC is to engage in any lawful activities for which a limited
        liability company may be organized under the Statute, provided
        that the LLC shall not conduct any banking, insurance or trust company
        business.
        Specifically, the LLC has been formed to fund the drilling of a well located
        in
        Crockett County, Texas.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      2.5 TITLE
        TO ALL PROPERTIES.  Real
        and
        personal property owned or purchased by the LLC shall be held and owned,
        and
        conveyance made, in the name of the LLC. Instruments and documents providing
        for
        the acquisition, mortgage or disposition of Property of the LLC shall be
        valid
        and binding upon the LLC, except as otherwise limited by this Agreement,
        if
        executed by the Manager of the LLC.

       

      ARTICLE III.

      MEMBERS
        AND CAPITAL CONTRIBUTIONS

       

      3.1 MEMBERS;
        NO PERSONAL LIABILITY.   The
        name,
        present mailing address and Percentage Interest of each Member is set forth
        on
        Exhibit A hereto.
        No
        Member shall have any personal liability for any obligation of the LLC, except
        as expressly provided by law.

       

      3.2 CAPITAL
        CONTRIBUTIONS
        BY MEMBERS.  Upon
        execution of this Agreement, each Member shall contribute to the LLC the
        following: 

       

      3.2.1
        Emvelco
        Corp. shall
        cause to be contributed to the LLC the following assets: (i) FIVE HUNDRED
        AND
        TWENTY FIVE THOUSAND (525,000) fully paid and non-assessable Shares of Emvelco
        Corp. common stock; and (ii) that certain TERM ASSIGNMENT OF OIL AND GAS
        LEASE
        dated as of June 6, 2008 in the name of Emvelco Corp.’s wholly owned subsidiary,
        Davy Crockett Gas Company, LLC, attached hereto as Exhibit C and incorporated
        herein by this reference. 

       

      3.2.2 Member
        Tiran Ibgui shall contribute to the LLC: FIVE HUNDRED AND TWENTY FIVE THOUSAND
        DOLLARS ($525,000) in immediately available funds. 

       

      3.2.3 As
        a
        further inducement for the Members entering into this Agreement, Emvelco
        Corp.
        shall issue and grant to Member Tiran Ibgui TWO HUNDRED THOUSAND (200,000)
        Warrants convertible upon exercies to one (1) Common Share of stock at $1.50
        per
        share for a term of four (4) Years (the “Warrants”). Notwithstanding the
        foregoing, however, the Warrants may be converted to Common Shares only if
        EMVELCO issues Twenty-Five Million (25,000,000) or more of its Common Stock
        so
        that there are at least Thirty Million (30,000,000) authorized Shares at
        the
        time of the conversion term. 

       

      3.2.4 Each
        Member shall own a fifty percent (50%) Membership Interest in the LLC. In
        addition, Member Tiran Ibgui’s Membership Interest shall consist of the
        Warrants; however, this shall not affect the percentage ownership interest
        of
        each Member. 

       

      3.3 ADDITIONAL
        CONTRIBUTIONS.  Except
        as
        may be otherwise expressly set forth herein, no Member shall be required
        to make
        any additional Capital Contributions or loan or caused to be loaned to the
        LLC
        any money or other assets. 

       

      
        
          
          

        

        
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      3.4 RIGHTS
        WITH RESPECT TO CAPITAL. 
        

       

      3.4.1 LLC
        Capital.
        Except
        as otherwise provided in this Agreement, no Member shall have the right to
        withdraw or receive any return of its Capital Contribution, and no Capital
        Contribution may be returned in a form of property other than cash.

       

      3.4.2 No
        Interest on Capital Contributions.
        Except
        as expressly provided in this Agreement, no Capital Contribution of any Member
        shall bear any interest or otherwise entitle the contributing Member to any
        compensation for the use of contributed capital.

       

      3.4.3 Establishment
        of Capital Accounts.
        A
        separate capital account (each, a “Capital Account”) shall be maintained for
        each Member. For book purposes, each Member's Capital Account will be separated
        into a contribution account and an income (loss)
        account
        and will be maintained according to generally accepted accounting principles
        consistently applied. Sections 3.5 and 3.6 below describe the appropriate
        accounting treatment for tax purposes of the Capital Accounts.

       

      3.5 GENERAL
        RULES FOR ADJUSTMENT OF CAPITAL ACCOUNTS. 

       

      3.5.1 Increases.
        The
        Capital Account of a Member shall be increased by:

       

      (i) Such
        Member's cash contributions;

       

      (ii) The
        agreed fair market value of property contributed by such Member (net of
        liabilities secured by such contributed property that the LLC is deemed to
        assume or take subject to under Code Section 752); and

       

      (iii) All
        items
        of LLC income and gain (including income and gain exempt from tax) allocated
        to
        such Member pursuant to Article IV or other provisions of this
        Agreement.

       

      3.5.2 Decreases.
        The
        Capital Account of a Member shall be decreased by:

       

      (i) The
        amount of cash distributed to such Member;

       

      (ii) The
        agreed fair market value of all actual and deemed distributions of property
        made
        to such Member pursuant to this Agreement (net of liabilities secured by
        such
        distributed property that the Member is deemed to assume or take subject
        to
        under Code Section 752); and

       

      (iii) All
        items
        of LLC deduction and loss allocated to such Member pursuant to Article IV
        or other provisions of this Agreement.

       

      
        
          
          

        

        
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      3.6 SPECIAL
        RULES WITH RESPECT TO CAPITAL ACCOUNTS. 

       

      3.6.1 Time
        of Adjustment for Capital Contributions.
        For
        purposes of computing the balance in a Member's Capital Account, no credit
        shall
        be given for any Capital Contribution which such Member is to make until
        such
        contribution is actually made. 

       

      3.6.2 Intent
        to Comply with Treasury Regulations.
        The
        provisions of Section 3.5 and this Section 3.6 and the other provisions of
        this
        Agreement relating to the maintenance of Capital Accounts are intended to
        comply
        with Regulations Section 1.704-1(b), and shall be interpreted and applied
        in a
        manner consistent therewith. To the extent such provisions are inconsistent
        with
        such Regulations Section or are incomplete with respect thereto, the Capital
        Accounts shall be maintained in such manner as is required to comply with
        such
        Regulations Section.

       

      3.7 TRANSFEREE'S
        CAPITAL ACCOUNT.  In
        the
        event a Member or the holder of an Economic Interest transfers an 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.

       

      ARTICLE IV.

      ALLOCATION
        OF PROFITS AND LOSSES

       

      4.1 ALLOCATION
        OF NET PROFITS AND NET LOSSES.  Except
        as
        otherwise provided in this Article IV, Net Profits and Net Losses in each
        fiscal
        year of the LLC shall be allocated among the Members as follows:

       

      4.1.1 Net
        Profits.
        After
        giving effect to any special or other overriding allocations set forth in
        this
        Article IV, Net Profits shall be allocated among the Members as
        follows:

       

      (i) first,
        in
        proportion to and up to the amounts of Net Losses allocated for previous
        fiscal
        years of the LLC pursuant to Section 4.1.2(ii) and not previously affected
        by
        allocations pursuant to this Section 4.1.1(i); 

       

      (ii) second,
        in proportion to and up to the amounts of Net Losses allocated for previous
        fiscal years of the LLC pursuant to Section 4.1.2(i) and not previously affected
        by allocations pursuant to this Section 4.1.1(ii); and

       

      (iii) thereafter,
        to the Members in accordance with their respective Percentage
        Interests.

       

      4.1.2 Allocation
        of Net Losses.
        After
        giving effect to any special or other overriding allocations set forth in
        this
        Article IV, Net Losses shall be allocated among the Members as
        follows:

       

      (i) first,
        in
        proportion and to the extent of the Members’ positive adjusted Capital Accounts;
        and 

       

      
        
          
          

        

        
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      (ii) thereafter,
        to the Members in accordance with their respective Percentage
        Interests.

       

      4.2 RESIDUAL
        ALLOCATIONS.  Except
        as
        otherwise provided in this Agreement, all items of LLC income, gain, loss,
        deduction and any other allocations not otherwise provided for shall be divided
        among the Members in the same proportions as they share Net Profits or Net
        Losses, as the case may be, for the applicable fiscal year of the
        LLC.

       

      4.3 QUALIFIED
        INCOME OFFSET.  If
        any
        Member unexpectedly receives any adjustments, allocation or distributions
        described in clauses (4), (5) or (6) of Regulations Section
        1.704-1(b)(2)(ii)(d), items of LLC income
        shall be specially allocated to such Member in an amount and manner sufficient
        to eliminate the Adjusted Capital Account Deficit created by such adjustments,
        allocations or distributions as quickly as possible. This Section 4.3 is
        intended to constitute a “qualified income offset” within the meaning of
        Regulations Section  1.704-1(b)(2)(ii)(d)(3).

       

      4.4 MINIMUM
        GAIN CHARGEBACK.  If
        there
        is a net decrease in LLC Minimum Gain during a fiscal year, each Member will
        be
        allocated, before any other allocation under this Article IV, items of
        income and gain for such fiscal year (and, if necessary, subsequent years)
        in
        proportion to and to the extent of an amount equal to such Member's share
        of the
        net decrease in LLC Minimum Gain determined in accordance with Regulations
        Section 1.704-2(g)(2). This Section 4.4 is intended to comply with, and
        shall be interpreted consistently with, the “minimum gain chargeback” provisions
        of Regulations Section 1.704-2(f).

       

      4.5 MEMBER
        NONRECOURSE DEBT MINIMUM GAIN CHARGEBACK.  Notwithstanding
        any other provision of this Article IV, but except Section 4.4, if
        there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable
        to
        a Member Nonrecourse Debt during any fiscal year of the LLC, each Member
        who has
        a share of the Member Nonrecourse Debt Minimum Gain attributable to such
        Member
        Nonrecourse Debt, determined in accordance with Treasury Regulations Section
        1.704-2(i)(5), shall be specially allocated items of LLC income and gain
        for
        such year (and, if necessary, subsequent years) in an amount equal such Member's
        share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable
        to such Member Nonrecourse Debt, determined in accordance with Regulations
        Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall
        be
        made in proportion to the respective amounts required to be allocated to
        each
        Member pursuant thereto. The items to be so allocated shall be determined
        in
        accordance with Regulations Section 1.704-2(i)(4). This Section 4.5 is
        intended to comply with a minimum gain chargeback requirement of that Section
        of
        the Regulations and shall be interpreted consistently therewith.

       

      4.6 MEMBER
        NONRECOURSE DEDUCTIONS. Any
        Member Nonrecourse Deductions for any fiscal year of the LLC or other period
        shall be specially allocated to the Member who bears (or is deemed to bear)
        the
        economic risk of loss with respect to the Member Nonrecourse Debt to which
        such
        Member Nonrecourse Deductions are attributable in accordance with Regulations
        Section 1.704-2(i)(2).

       

      4.7 SPECIAL
        ALLOCATIONS.  Any
        special allocations of items of Net Profits pursuant to Sections 4.4, 4.5
        and 4.6 shall be taken into account in computing subsequent allocations of
        Net
        Profits pursuant to Section 4.1, so that the net amount of any items so
        allocated and the gain, loss and any other item allocated to each Member
        pursuant to Section 4.1 shall, to the extent possible, be equal to the net
        amount that would have been allocated to each such Member pursuant to the
        provisions of this Article IV if such special allocations had not
        occurred.

       

      
        
          
          

        

        
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      4.8 FEES
        TO MEMBERS OR AFFILIATES.  Notwithstanding
        the provisions of Section 4.1, in the event that any fees, interest or
        other amounts paid to any Member or any Affiliate thereof pursuant to this
        Agreement or any other agreement between the LLC and any Member or Affiliate
        thereof providing for the payment of such amount, and deducted by the LLC
        in
        reliance on Section 707(a) and/or 707(c) of the Code, are disallowed as
        deductions to the LLC on its federal income tax return and are treated as
        LLC
        distributions, then:

       

      (i) the
        Net
        Profits or Net Losses, as the case may be, for the fiscal year of the LLC
        in
        which such fees, interest, or other amounts were paid shall be increased
        or
        decreased, as the case may be, by the amount of such fees, interest or other
        amounts that are treated as LLC distributions; and

       

      (ii) there
        shall be allocated to the Member to which (or to whose Affiliate) such fees,
        interest or other amounts were paid, prior to the allocations pursuant to
        Section 4.1, an amount of gross income for such fiscal year equal to the
        amount
        of such fees, interest or other amounts that are treated as LLC
        distributions.

       

      4.9 SECTION
        704(c) ALLOCATION. 
        Any
        item
        of income, gain, loss and deduction with respect to any property (other than
        cash) that has been contributed by a Member to the capital of the LLC and which
        is required or permitted to be allocated to such Member for income tax purposes
        under Section 704(c) of the Code so as to take into account the variation
        between the tax basis of such property and its fair market value at the time
        of
        its contribution shall be allocated to such Member solely for income tax
        purposes in the manner so required or permitted.

       

      ARTICLE V.

      DISTRIBUTIONS

       

      5.1 AVAILABLE
        CASH FLOW.  Available
        Cash Flow shall be distributed, from time to time and from any source, as
        soon
        as reasonably possible following receipt thereof, in accordance with the
        following priority and agreements:

       

      5.1.1 First,
        Eighty/Twenty
        (80/20) to
        Member
        Ibgui until such Member has received an amount equal to his initial Capital
        Contribution ($525,000); and

       

      5.1.2 Thereafter,
        to the Members, each in the ratio that their respective Percentage Interests
        bear to the aggregate of the Percentage Interests of all Members.

       

      For
        purposes of allocations of Net Profits pursuant to Section 4.1.1, Available
        Cash Flow attributable to a specific fiscal year of the LLC shall be deemed
        distributed as of the end of such fiscal year.

       

      
        
          
          

        

        
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      5.2 LIQUIDATING
        DISTRIBUTIONS.  If
        the
        LLC is liquidated, the assets of the LLC shall be distributed to the Members
        in
        accordance with the balances in their respective Capital Accounts, after
        giving
        effect to all Capital Contributions, distributions and allocations for all
        periods. Distributions to the Members pursuant to this Section 5.2 shall be
        made in accordance with Section 1.704-1(b)(2)(ii)(b)(2) of the
        Regulations.

       

      ARTICLE VI.

      RIGHTS,
        DUTIES, OBLIGATIONS AND 

      COMPENSATION
        OF MANAGER AND OFFICERS

       

      6.1 MANAGER.  The
        LLC
        shall be managed by Emvelco Corp. Either the Members or the Manager may elect
        to
        increase or decrease the authorized number of Manager(s). A Manager need
        not be
        a Member or an individual.

       

      6.1.1 Duties
        of the Manager.
        The
        Manager shall function collectively as the general manager and chief executive
        officer of the LLC and have, subject to the control of the Members, general
        supervision, direction and control of the business of the LLC. Each Manager
        shall have such rights, duties and powers as are specified in this Agreement,
        or
        conferred upon the Manager by a Vote of the Members. Should the LLC at any
        time
        have only one Manager, the term “Manager” as used in this Agreement shall mean
        the Person who alone has the powers and duties specified in this Section
        6.1.1.

       

      6.1.2 Execution
        of Documents.
        To the
        extent practicable, the Manager shall operate the business and affairs of
        the
        LLC in consultation with one another, but notwithstanding the provisions
        of this
        Section 6.1, and except as set forth in Section 6.2 hereof, any
        Manager acting alone may execute any contract, deed, lease, agreement or
        other
        instrument on behalf of the LLC, and the execution thereof by a Manager shall
        be
        conclusive evidence in favor of every Person relying thereon or claiming
        thereunder that such contract, deed, lease, agreement or other instrument,
        when
        executed and delivered by such Manager, was duly authorized by the Members
        and/or the Manager, as appropriate; provided, however, that any action by
        the
        Manager with respect to the matters set forth in Section 6.2 hereof shall
        be authorized by the Manager in the manner set forth in this
        Section 6.1.

       

      6.1.3 Election.
        Each
        Manager shall hold office until such Manager’s successor has been elected by a
        Vote of the Members and has qualified, unless such Manager earlier resigns
        or is
        removed or otherwise disqualified to serve. In voting for a Manager, each
        Member
        shall have a number of votes equal to such Member’s Percentage Interest in the
        LLC. The candidate for a Manager position who receives the most Member votes
        cast with respect to such position shall succeed thereto.

       

      6.1.4 Subordinate
        Officers.
        The
        Members may appoint a secretary, a chief financial officer and such other
        officers as the business of the LLC may require, each of whom shall hold
        office
        for such period, have such authority and perform such duties as are provided
        in
        this Agreement, or as the Members may determine.

       

      
        
          
          

        

        
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      6.1.5 Removal
        and Resignation.
        Any
        Manager or other officer of the LLC may be removed, with or without cause,
        by a
        Vote of the Members. Any Manager or other officer of the LLC may resign at
        any
        time without prejudice to any rights of the LLC under any contract to which
        the
        Manager or other officer of the LLC is a party, by giving written notice
        to the
        Members or to the Manager, as applicable. Any such resignation shall take
        effect
        at the date of the receipt of such notice or at any later time specified
        therein
        and, unless otherwise specified therein, the acceptance of such resignation
        shall not be necessary to make it effective.

       

      6.1.6 Vacancies.
        A
        vacancy among the Managers or in any office because of death, resignation,
        removal, disqualification or any other cause shall be filled by a Vote of
        the
        Members through the appointment of a successor Manager or officer who shall
        hold
        office for the unexpired term.

       

      6.1.7 Meetings.
        Any
        meetings of the Manager shall be held at the principal office of the LLC,
        unless
        some other place is designated in the notice of the meeting. Any Manager
        may
        participate in a meeting through use of a conference telephone or similar
        communication equipment so long as all Managers participating in such a meeting
        can hear one another. Accurate minutes of any meeting of the Manager shall
        be
        maintained by the officer designated by the Manager for that
        purpose.

       

      6.1.8 Regular
        Meetings.
        Meetings
        of the Manager shall not be required. Regular meetings of the Manager may
        be
        held immediately following the adjournment of any annual meeting of the Members
        at which the Manager are elected. No notice need be given of such regular
        meetings.

       

      6.1.9 Special
        Meetings.
        Special
        meetings of the Manager for any purpose may be called at any time by any
        Manager. At least 48 hours notice of the time and place of a special meeting
        of
        the Manager shall be delivered personally to the Manager or personally
        communicated to them by an officer of the LLC by telephone, telegraph or
        facsimile. If the notice is sent to a Manager by letter, it shall be addressed
        to such Manager at his, her or its last known business address as it is shown
        in
        the records of the LLC. In case such notice is mailed, it shall be deposited
        in
        the United States mail, first-class postage, prepaid, in the place in which
        the
        principal office of the LLC is located at least four days prior to the time
        of
        the holding of the meeting. Such mailing, telegraphing, telephoning or delivery
        as above provided shall be considered due, legal and personal notice to such
        Manager.

       

      6.1.10 Meetings
        Without Notice. 
        Notice
        of a meeting need not be given to any Manager who signs a waiver of notice,
        a
        consent to holding the meeting or an approval of the minutes thereof, whether
        before or after the meeting, or who attends the meeting without protesting,
        prior thereto or at its commencement, the lack of notice to such Manager.
        All
        such waivers, consents and approvals shall be filed with the LLC’s records or
        made a part of the minutes of the meeting.

       

      6.1.11 Written
        Consent in Lieu of Meetings.
        Any
        action required or permitted to be taken by the Manager may be taken without
        a
        meeting and will have the same force and effect as if taken by a vote of
        the
        Manager at a meeting properly called and noticed, if authorized by a writing
        signed individually or collectively by all, but not less than all, of the
        Manager. Any such consent shall be filed with the records of the
        LLC.

       

      
        
          
          

        

        
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      6.1.12 Quorum.
        A
        majority of the total number of incumbent Manager shall be necessary to
        constitute a quorum for the transaction of business at any meeting of the
        Manager, and except as
        otherwise provided in this Agreement or by the Statute, the action of a majority
        of the Manager present at any meeting at which there is a quorum, when duly
        assembled, is valid. A meeting at which a quorum is initially present may
        continue to transact business, notwithstanding the withdrawal of Manager,
        if any
        action taken is approved by a majority of the required quorum for such
        meeting.

       

      6.2 LIMITATIONS
        ON RIGHTS AND POWERS.  Except
        by
        a Vote of the Members which is evidenced in writing, neither the Manager
        nor any
        officers of the LLC shall have the authority to:

       

      (i) Enter
        into or commit to any agreement, contract, commitment or obligation on behalf
        of
        the LLC obligating any Member or Principal to fund additional capital, to
        make
        or guarantee a loan or to increase its personal liability either to the LLC
        or
        to third parties;

       

      (ii) Permit
        the LLC's funds to be commingled with the funds of any other
        Person;

       

      (iii) Do
        any
        act in contravention of this Agreement;

       

      (iv) Do
        any
        act which would make it impossible to carry on the business of the
        LLC;

       

      (v) Confess
        a
        judgment against the LLC;
        or

       

      (vi) Sell,
        exchange or otherwise dispose of all or substantially all of the assets of
        the
        LLC, whether in a single transaction or in a series of related transactions,
        or
        merge the LLC with or into any other limited liability company, limited
        partnership, corporation or other entity.

       

      6.3 COMPENSATION
        OF MANAGER.  The
        LLC
        shall pay to the Manager such salary and other benefits as shall be approved
        from time to time by a Vote of the Members. The LLC shall reimburse the Manager
        for any expense paid by a Manager that properly is to be borne by the
        LLC.

       

      ARTICLE VII.

      MEMBERS;
        MEMBERS' MEETINGS

       

      7.1 PLACE
        OF MEETINGS;
        MANAGER TO PRESIDE. Meetings
        of the Members shall be held at the principal office of the LLC or at such
        other
        location as may be reasonably designated by the Manager.
        The
        Manager shall preside at all meetings of the Members.

       

      
        
          
          

        

        
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    7.2 ANNUAL
      MEETINGS OF MEMBERS. Annual
      meetings of the Members shall not be required. An annual meeting of the Members
      may be held at such date, time and place within or without the State of Nevada
      (or California) as the Manager may determine from time to time. At any annual
      meeting, the Members may elect the Manager and transact such other business
      as
      may be properly brought before the meeting.
      Notwithstanding the foregoing, the Manager shall not be under any obligation
      to
      convene an annual meeting of the Members unless requested to do so in writing
      by
      a Majority in Interest of the Members.

     

    7.3 SPECIAL
      MEETINGS. Special
      meetings of the Members may be called at any time by any Manager or by one
      or
      more Members holding in the aggregate more than 10% of the Percentage Interests.
      Upon receipt of a written request, which request may be mailed or delivered
      personally to the Manager, from any Person entitled to call a special meeting
      of
      Members, the Manager shall cause notice to be given to the Members that a
      meeting will be held at a time requested by the Person or Persons calling the
      meeting, which time for the meeting shall be not less than 10 nor more than
      sixty 60 days after the receipt of such request. If such notice is not given
      within 20 days after delivery of such request to the Manager, the Persons
      calling the meeting may give notice thereof in the manner provided by this
      Agreement.

     

    7.4 NOTICE
      OF MEETINGS. Except
      as
      provided in Section 7.3 with respect to special meetings, notice of meetings
      shall be given by the Manager to the Members in writing not less than 10 nor
      more than 60 days before the date of the meeting. Notices for regular and
      special meetings shall be given personally, by mail or by
      facsimile, and shall be sent to each Member's last known business address
      appearing on the books of the LLC. Such notice shall be deemed given at the
      time
      it is delivered personally, deposited in the mail or sent by facsimile. Notice
      of any meeting of Members shall specify the place, the day and the hour of
      the
      meeting, and (i) in case of a special meeting, the general nature of the
      business to be transacted, or (ii) in the case of an annual meeting, those
      matters which the Manager, at the date of mailing, intend to present for action
      by the Members. 

     

    7.5 VALIDATION
      OF MEMBERS' MEETINGS. Business
      transacted at a meeting of Members which was not called or noticed pursuant
      to
      the provisions of Section 7.3 or 7.4 shall be valid as though transacted at
      a meeting duly held after regular call and notice, if Members holding in the
      aggregate more than 50% of the Percentage Interests are present, and if, either
      before or after the meeting, each of the Members entitled to vote but not
      present (whether in person or by proxy, as that term is used in the Statute)
      at
      the meeting signs a written waiver of notice, a consent to the holding of such
      meeting or an approval of the minutes thereof. All such waivers, consents or
      approvals shall be filed with the records of the LLC. Attendance at a meeting
      shall constitute a waiver of notice, unless an objection is made at the
      beginning of the meeting that it was not duly called or convened.

     

    7.6 ACTIONS
      WITHOUT A MEETING.  Any
      action which may be taken at any annual or special meeting of Members may be
      taken without a meeting and without prior notice if a consent in writing,
      setting forth the action so taken, shall be signed by Members holding in the
      aggregate the number of votes equal to or greater than the number
      of
      votes required to approve such action at a meeting of the Members. Notwithstanding
      the foregoing, unless the consents of all of the Members have been given in
      writing, notice of any approval of (i) an amendment to this Agreement or
      the Articles of Organization, (ii) a dissolution of the LLC pursuant to
      clause (ii) of Section 9.1 hereof or (iii) a merger of the LLC as
      provided in Section 17551 of the Statute shall be given at least
      10 days
      before the consummation of any such action to each Member whose consent was
      not
      so obtained. Any Member giving a written consent may revoke the consent by
      a
      writing received by the LLC prior to the time that written consents of Members
      required to authorize the proposed action have been filed with the LLC. Any
      such
      revocation shall be effective upon its receipt by the LLC.

     

    
      
        
        

      

      
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    7.7 REQUIRED
      VOTE. Unless
      otherwise expressly set forth in this Agreement or required by the terms of
      the
      Statute, Code or applicable Regulations thereunder, the affirmative vote of
      at
      least a Majority in Interest of the Members (a “Vote”), wherein each Member
      casts a number of votes equal to the Member's Percentage Interest in the
      LLC,
      shall
      constitute the approval of the Members.

     

    7.8 QUORUM
      AND EFFECT OF VOTE. A
      Majority in Interest of the Members shall constitute a quorum at all meetings
      of
      the Members for the transaction of business, and a Vote of the Members shall
      be
      required to approve any action, unless a greater vote is required or a lesser
      vote is provided for by this
      Agreement or by the Statute. Each Member shall have a number of votes equal
      to
      the Percentage Interest held by such Member, provided that if, pursuant to
      the
      Statute or the terms of this Agreement, a Member
      is
      not entitled to vote on a specific matter, then such Member's number of votes
      and Percentage Interest shall not be considered for purposes of determining
      whether a quorum is present, or whether approval by Vote of the Members has
      been
      obtained in respect of such specific matter.

     

    7.9 COMPENSATION
      OF MEMBERS. Except
      as
      expressly permitted by this Agreement or any other duly authorized and approved
      written agreement, the LLC shall pay no compensation to any Member or any
      Principal of any Member for their services to the LLC.

     

    ARTICLE VIII.

    RESTRICTIONS
      ON TRANSFER OF LLC

    INTERESTS;
      ADMISSION OF NEW MEMBERS

     

    8.1 TRANSFER
      OR ASSIGNMENT OF INTERESTS.  No
      transfer, sale, hypothecation, pledge, encumbrance, assignment or other
      disposition (each of the foregoing, a “Transfer”) of a Member’s Interest, or any
      part thereof, will be valid without the consent of a Majority in Interest of
      the
      Members. Any Transfer of an Interest, including an involuntary Transfer, which
      does not satisfy the requirements of this Section 8.1 shall be subject to
      the provisions of Section 8.3 hereof; provided, however, that any Transfer
      by a Member to a trust or other entity wholly owned by or established for the
      benefit of such Member, or to a parent, spouse, sibling or descendant of such
      Member or to a trust established exclusively for the benefit of one or more
      of
      such Persons (any such Transfer, a “Permitted Transfer”), shall not require
      consent pursuant to this Section 8.1.

     

    8.2. RIGHT
      OF FIRST REFUSAL UPON SALE. Other
      than with respect to Permitted Transfers, in the event that any Member receives
      a bona fide offer for the purchase and sale of all or any portion of such
      Member’s Interest, the Member shall first offer to sell such Interest or portion
      thereof to the other Members and to the LLC in accordance with the provisions
      of
      this Section 8.2.

     

    
      
        
        

      

      
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    8.2.1 Notice
      of Offer to Sell. Promptly
      following the receipt of an offer to purchase all or any portion of his, her
      or
      its Interest, a Member shall deliver a written notice (the “Sale Notice”) to the
      LLC and the other Members stating (i) such Member’s bona fide intention to sell
      his, her or its Interest, (ii) the name and address of the proposed transferee,
      (iii) the Interest or portion thereof to be sold and (iv) the purchase price
      and
      terms of payment upon which the Member proposes to sell such
      Interest.

     

    8.2.2 Right
      of First Refusal.
      Within
      90 days after receipt of the Sale Notice, the LLC and the Members electing
      to
      purchase the Interest subject to the Sale Notice shall have the first right
      to
      purchase or obtain such Interest upon the price and terms of payment designated
      in the Sale Notice. If the Sale Notice provides for the payment of non-cash
      consideration, the LLC and the purchasing Members each may elect to pay the
      consideration in cash equal to the good faith estimate of the present fair
      market value of the non-cash consideration offered, as determined by the Manager
      or, in the absence of an agreement among the Manager as to such value, by a
      nationally recognized firm of appraisers jointly selected by the
      Manager.

     

    8.2.3 Election
      to Exercise Right of First Refusal. Within
      30
      days after receipt of the Sale Notice, each non-selling Member shall notify
      the
      Manager in writing of his, her or its desire to purchase a portion of the
      Interest subject to the Sale Notice. The failure of any Member to so notify
      the
      Manager within the applicable period shall constitute an election on the part
      of
      that Member not to purchase any portion of the Interest subject to the Sale
      Notice. Each Member so electing to purchase shall be entitled to purchase a
      portion of such Interest in the same proportion that the Percentage Interest
      of
      such Member bears to the aggregate of the Percentage Interest of all of the
      Members electing to so purchase the Interest subject to the Sale Notice. In
      the
      event any Member elects to purchase none or less than all of his, her or its
      pro
      rata share of such Interest, then the other Members can elect to purchase more
      than their pro rata share. If such Members fail to purchase the entire Interest
      subject to the Sale Notice, the LLC may purchase any remaining share of such
      Interest.

     

    8.2.4 Lapse
      of Right of First Refusal. If
      the
      LLC or the other Members elect not to purchase or obtain all of the Interest
      subject to the Sale Notice, then the selling Member may sell the Interest
      described in the Sale Notice to the proposed transferee, provided such sale
      (i)
      is completed within 30 days after the expiration of the LLC’s and the other
      Members' right to purchase such Interest, (ii) is made on terms no less
      favorable to the selling Member than as designated in the Sale Notice and (iii)
      the requirements of Section 8.1 have been met. If such Interest is not so
      sold, the selling Member must give notice in accordance with this
      Section 8.2. prior to any subsequent sale of such Member’s
      Interest.

     

    8.3 BUYOUT
      OPTION.

     

    8.3.1 Buyout
      Notice.
      Any
      Member (a “Remaining Member”) or its designated Affiliate shall have the right
      (the “Buyout Option”) to purchase all, but not less than all, of the LLC
      Interest of any other Member (a “Departing Member”) in the event the Departing
      Member Transfers any portion of such Member’s LLC Interest other than as
      permitted pursuant to Section 8.1 hereof (a “Buyout Event”). Within 30 days
      of receipt of notice of a Buyout Event, the Remaining Member shall give written
      notice (the “Buyout Notice”) to the Departing Member of the Remaining Member’s
      desire to purchase the Departing Member’s LLC Interest. In the event that there
      is more than one Remaining Member at the time a Buyout Event occurs, the
      Remaining Members shall be entitled to exercise the Buyout Option pro rata
      in
      accordance with their respective Percentage Interests. 

     

    
      
        
        

      

      
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    8.3.2 Purchase
      Price of the Departing Member’s LLC Interest.
      The
      purchase price of the Departing Member’s LLC Interest shall be the Fair Market
      Value thereof. For purposes hereof, the “Fair Market Value” of such Interest
      shall be such value as is mutually agreed upon among the Members (which term
      shall include, for purposes of this Section 8.3.2, the Departing Member’s
      legal representatives); provided, however, that in the event that such Persons
      are unable to agree upon a Fair Market Value within 30 days of the date of
      the
      Buyout Notice, the Fair Market Value shall be determined by an independent
      appraiser affiliated with a nationally recognized firm of accountants,
      appraisers or investment bankers and selected by the Manager in the exercise
      of
      their reasonable discretion. The appraiser shall render a written report setting
      forth its determination of Fair Market Value as promptly as possible, and the
      Transfer incident to the exercise of the Buyout Option shall be made within
      15
      days after such determination has been made. In making such determination,
      the
      appraiser shall value the LLC as a going concern and shall take into
      consideration (i) the transferability and liquidity of the Departing Member’s
      Interest, (ii) the fact that additional capital may be required, from time
      to
      time, in connection with the business of the LLC and (iii) the economic risk
      and
      liability associated with the ownership of such Interest. Absent manifest error,
      the appraiser’s determination of Fair Market Value shall be final and binding on
      all parties. The fees and expenses of any appraiser shall be paid by the
      LLC.

     

    8.3.3 Exercise
      Terms.
      The
      Buyout Notice shall specify the date on which the Transfer pursuant to an
      exercise of the Buyout Option shall be consummated, which date shall be no
      earlier than 30 days nor later than 90 days from the date of the Buyout Notice,
      unless otherwise agreed by the Remaining Member and the Departing Member. Except
      as may be otherwise agreed by the Remaining Member and the Departing Member,
      the
      Remaining Member shall pay at least 20% of the purchase price for the Departing
      Member’s LLC Interest in cash, with the balance of the purchase price payable
      pursuant to a promissory note bearing interest at 110% of the then current
      applicable federal rate for mid-term obligations (as determined pursuant to
      Section 7872 of the Code). Such note shall be payable in equal installments
      of principal and interest over a period not to exceed five years. Any such
      promissory note may be prepaid at any time without premium or penalty. The
      Departing Member’s LLC Interest shall be transferred free and clear of all liens
      and encumbrances and, except as otherwise provided, the Departing Member shall
      be released at the closing from any guarantees, obligations, liabilities or
      similar undertakings to third parties given by such Member on behalf of the
      LLC.


     

    8.3.4 Further
      Cooperation.
      On the
      closing of the purchase and sale of the Departing Member’s LLC Interest pursuant
      to an exercise of the Buyout Option, each Member shall execute, acknowledge
      and
      deliver to each other Member such instruments, and take such actions, as each
      Member may reasonably request in order to effect the purchase and sale of the
      LLC Interest pursuant to the terms and conditions of this
      Section 8.3.

     

    
      
        
        

      

      
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    8.3.5 LLC
      Option.
      In the
      event the Remaining Member elects not to exercise any of its rights under this
      Section 8.3, the LLC, at its election, may assume such rights.

     

    8.4 VOID
      TRANSFERS. If
      the
      Manager determine in its sole discretion that any Transfer would cause the
      termination of the LLC under the Code, then such Transfer shall be null and
      void.

     

    8.5 SUBSTITUTION
      OF MEMBERS. A
      transferee of an Interest shall become a substitute Member, provided that
      (i) the Transfer was valid under Section 8.1 hereof and not voided by
      the Manager pursuant to Section 8.4 hereof, (ii) the transferee has
      become a party to this Agreement and (iii) the transferee pays any
      reasonable expenses in connection with his, her or its admission as a Member.
      A
      transferee who becomes a substituted Member has, to the extent transferred,
      all
      of the rights, powers and duties of a Member under this Agreement and the
      Statute.

     

    8.6 ADMISSION
      OF NEW MEMBERS. A
      new
      Member may be admitted into the LLC only upon the consent of a Majority in
      Interest of the Members. The
      amount of Capital Contribution, if any, which must be made by a new Member
      shall
      be determined by the Vote of all existing Members.
      A new
      Member shall not be deemed admitted into the LLC until the Capital Contribution
      required of such Person shall have been made and such Person has become a party
      to this Agreement and made any and all investment representations deemed
      necessary or advisable by the Manager in its sole discretion.

     

    8.7 SUBSEQUENT
      TRANSFERS SUBJECT TO TERMS OF AGREEMENT. After
      the
      consummation of any Transfer of any part of an LLC Interest, the Interest or
      portion thereof so transferred shall continue to be subject to the terms and
      provisions of this Agreement and any further Transfers shall be required to
      comply with all the terms and provisions hereof.

     

    8.8 PURCHASE
      TERMS VARIED BY AGREEMENT. Provided
      that the restrictions set forth in this Agreement have been satisfied, nothing
      contained herein is intended to prohibit Members from agreeing upon other terms
      and conditions for the purchase by the LLC or any other Member of the Interest
      (or any portion thereof) of any Member desiring to retire, withdraw or
      resign.

     

    8.9 SPOUSAL
      CONSENT. Each
      Member who is married as of the date hereof or who subsequently becomes married
      shall obtain his or her spouse’s signature to a spousal consent.

     

    ARTICLE IX.

    TERMINATION
      AND DISSOLUTION

     

    9.1 DISSOLUTION. The
      LLC
      shall be dissolved upon the occurrence of any of the following
      events:

     

    (i) When
      the
      Period of Duration of the LLC expires;


    
      
        
        

      

      
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    (ii) The
      written approval by a Majority in Interest of the Members to dissolve the
      LLC; 

     

    (iii) The
      sale
      of all or substantially all of the assets of the LLC and the distribution to
      the
      Members of the proceeds thereof;
      or

     

    (iv) Except
      as
      otherwise set forth in this Agreement, any other event causing a dissolution
      of
      the LLC under the Statute.

     

    9.2 DISASSOCIATION
      EVENT. The
      occurrence of a Disassociation Event shall not constitute a dissolution or
      termination of the LLC.

     

    9.3 STATEMENT
      OF INTENT TO DISSOLVE. As
      soon
      as possible after the occurrence of any of the events specified in
      Section 9.1 above, the LLC shall execute a Statement of Intent to Dissolve
      in such form as prescribed by the Nevada Secretary of State.

     

    9.4 CONDUCT
      OF BUSINESS. Upon
      the
      occurrence of any event specified in Section 9.1, the LLC shall continue
      solely for the purpose of winding up its affairs in an orderly manner,
      liquidating its assets and satisfying the claims of its creditors. The Manager
      who has not wrongfully dissolved the LLC or, if none, the Members, shall be
      responsible for overseeing the winding up and liquidation of the LLC, shall
      take
      full account of the assets and liabilities of the LLC, shall cause its assets
      to
      be either sold or distributed, and shall cause the proceeds therefrom, to the
      extent sufficient therefor, to be applied and distributed as provided in this
      Section 9.4. The Persons winding up the affairs of the LLC shall give
      written notice of the commencement of winding up by mail to all known creditors
      and claimants whose addresses appear on the records of the LLC. The Manager
      or Manager
      winding up the affairs of the LLC shall be entitled to reasonable compensation
      for such services.

     

    9.5 DISTRIBUTION
      OF NET PROCEEDS. The
      Members shall continue to divide Net Profits and Net Losses and Available Cash
      Flow during the winding-up period in the same manner and the same priorities
      as
      provided for in Articles IV and V hereof. The proceeds from the liquidation
      of Property shall be applied in the following order:

     

    (i) To
      creditors other than Members in the order of priority provided by
      law;
      then

     

    (ii) To
      creditors who are Members in order of priority, except amounts owed to Members
      on account of their Capital Contributions;
      then

     

    (iii) To
      the
      Members as provided in Section 5.2 hereof.

     

    Where
      the
      distribution pursuant to this Section 9.5 consists both of cash (or cash
      equivalents) and non-cash assets, the cash (or cash equivalents) shall first
      be
      distributed, in a descending order, to fully satisfy each category starting
      with
      the most preferred category set forth above. In the case of non-cash assets,
      the
      distribution values are to be based on the fair market value thereof as
      determined in good faith by the liquidator, and the shortest maturity portion
      of
      such non-cash assets (e.g., notes or other indebtedness) shall, to the extent
      such non-cash assets are readily divisible, be distributed, in a descending
      order, to fully satisfy each category above, starting with the most preferred
      category.

     

    
      
        
        

      

      
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    ARTICLE X.

    BOOKS,
      RECORDS, REPORTS AND BANK ACCOUNTS

     

    10.1 MAINTENANCE
      OF BOOKS AND RECORDS.  The
      Manager shall cause the books and records of the LLC to be maintained in
      accordance with generally accepted accounting principles, and shall give reports
      to the Members in accordance with prudent business practices and the Statute.
      There shall be kept at the principal office of the LLC, as well as at the office
      of record of the LLC specified in Section 2.3, if different, the following
      LLC documents:

     

    (i) A
      current
      list in alphabetical order of the full name and last known business or residence
      address of each Member and holder of an Economic Interest in the LLC, together
      with the Capital Contributions, Percentage Interest and share in Net Profits
      and
      Net Losses of each Member and holder of an Economic Interest;

     

    (ii) A
      current
      list of the full name and business or residence address of each
      Manager;

     

    (iii) A
      copy of
      the Articles of Organization and any amendments thereto, together with any
      powers of attorney pursuant to which the Articles of Organization and any
      amendments thereto were executed;

     

    (iv) Copies
      of
      the LLC's federal, state and local income tax or information returns and
      reports, if any, for the six most recent fiscal years of the LLC;

     

    (v) A
      copy of
      this Agreement and any amendments thereto, together with any powers of attorney
      pursuant to which this Agreement and any amendments thereto were
      executed;

     

    (vi) Copies
      of
      the financial statements of the LLC, if any, for the six most recent fiscal
      years of the LLC;

     

    (vii) The
      LLC's
      books and records as they relate to the internal affairs of the LLC for at
      least
      the current and past four fiscal years of the LLC; 

     

    (viii) Originals
      or copies of all minutes, actions by written consent, consents to action and
      waivers of notice to Members and Member Votes, actions and consents;
      and

     

    (ix) Any
      other
      information required to be maintained by the LLC pursuant to the
      Statute.

     

    10.2 ANNUAL
      ACCOUNTING.  Within
      120 days after the close of each fiscal year of the LLC, the LLC shall
      (i) cause to be prepared and submitted to each Member a balance sheet and
      income statement for the preceding fiscal year (or portion thereof) in
      conformity with generally accepted accounting principles and (ii) provide
      to the Members all information necessary for them to complete federal and state
      tax returns.

     

    
      
        
        

      

      
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    10.3 INSPECTION
      AND AUDIT RIGHTS. Each
      Member and each holder of an Economic Interest in the LLC who is not a Member
      has the right upon reasonable request, for purposes reasonably related to the
      interest of that Person, to inspect and copy during normal business hours any
      of
      the LLC books and records required to be maintained in accordance with
      Section 10.1. Such right may be exercised by the Person or by that Person's
      agent or attorney. The determination of the Manager as to adjustments to the
      financial reports, books, records and returns of the LLC, in the absence of
      fraud or gross negligence,
      shall be final and binding upon the LLC and all of the Members.
      In
      addition, upon the request of a Member or a holder of an Economic Interest,
      for
      purposes reasonably related to the interest of that Person, the Manager shall
      promptly deliver to the Member or holder of an Economic Interest, at the expense
      of the LLC, a copy of this Agreement and a copy of the information listed in
      paragraphs (i), (ii) and (iv) of Section 10.1 of this Agreement.

     

    10.4 BANK
      ACCOUNTS; FISCAL YEAR AND ACCOUNTING METHOD. The
      bank
      accounts of the LLC shall be maintained in such banking institutions as the
      Manager shall determine. The
      fiscal year and accounting method of the LLC shall be as determined by the
      Manager in their reasonable discretion and in accordance with, to the extent
      applicable, the Code.

     

    10.5 TAX
      MATTERS. One
      of
      the Manager who is also a Member, or in the event no Manager is a Member, a
      Member or an officer of a corporate Member, shall be designated as “Tax Matters
      Partner” (as defined in Code section 6231), to represent the LLC (at the LLC's
      expense) in connection with all examinations of the LLC's affairs by tax
      authorities, including resulting judicial and administrative proceedings, and
      to
      expend LLC funds for professional services and costs associated therewith.
      In
      its capacity as Tax Matters Partner, the designated Person shall oversee the
      LLC
      tax affairs in the overall best interests of the LLC. The
      Manager shall designate the initial Tax Matters Partner, who shall serve in
      such
      capacity until such time as the Members designate another Tax Matters
      Partner.

     

    10.6 INCOME
      TAX ELECTIONS. The
      Tax
      Matters Partner designated pursuant to Section 10.5 shall have the
      authority on behalf of the LLC to make all elections permitted under the Code
      and all other tax-related statutes and regulations, including elections of
      methods of depreciation and elections under
      Section
      754 of the Code. The decision to make or not to make an election shall be at
      the
      Tax Matters Partner’s sole and absolute discretion.
      The
      Members hereby acknowledge that they are aware of the income tax consequences
      of
      the allocations made by this Agreement and hereby agree to be bound by the
      provisions of this Agreement in reporting their shares of the LLC income and
      loss for income tax purposes.

     

    
      
        
        

      

      
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    ARTICLE XI.

    INDEMNIFICATION
      OF MEMBERS,

    MANAGER
      AND THEIR AFFILIATES

     

    11.1 INDEMNIFICATION
      OF MEMBERS AND THEIR PRINCIPALS. The
      LLC
      shall indemnify and hold harmless the Members, the Manager, their Affiliates
      and
      their respective officers, directors, employees, agents and Principals
      (individually, an “Indemnitee”) from and against any and all losses, claims,
      demands, costs, damages, liabilities, joint and several, expenses of any nature
      (including reasonable 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 was involved or may be involved,
      or
      threatened to be involved, as a party or otherwise, arising out of or incidental
      to the business of the LLC, regardless of whether the Indemnitee continues
      to be
      a Member, an Affiliate, or an officer, director, employee, agent or Principal
      of
      the Member at the time any such liability or expense is paid or incurred, to
      the
      fullest extent permitted by the Statute and all other applicable
      laws.

     

    11.2 EXPENSES. Expenses
      incurred by an Indemnitee in defending any claim, demand, action, suit or
      proceeding subject to Section 11.1 shall, from time to time, 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 that such Person
      is
      not entitled to be indemnified as authorized in Section 11.1.

     

    11.3 INDEMNIFICATION
      RIGHTS NON-EXCLUSIVE. The
      indemnification provided by Section 11.1 shall be in addition to any other
      rights to which those indemnified may be entitled under any agreement or vote
      of
      the Members, as a matter of law or equity or otherwise, both as to action in
      the
      Indemnitee’s capacity as a Member, as an Affiliate or as an officer, director,
      employee, agent or Principal of a Member and as to any 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,
      representatives and administrators of the Indemnitee.

     

    11.4 ERRORS
      AND OMISSIONS INSURANCE. The
      LLC
      may purchase and maintain insurance, at the LLC's expense, on behalf of the
      Members and such other Persons as the Members shall determine, against any
      liability that may be asserted against, or any expense that may be incurred
      by,
      such Person in connection with the activities of the LLC and/or the Members'
      acts or omissions as the Members of the LLC regardless of whether the LLC
      would
      have the
      power to indemnify such Person against such liability under the provisions
      of
      this Agreement or under applicable law.

     

    11.5 ASSETS
      OF THE LLC. Any
      indemnification under Section 11.1 shall be satisfied solely out of the
      assets of the LLC. No Member shall be subject to personal liability
      or required
      to fund or to cause to be funded any obligation by reason of these
      indemnification provisions.

     

    
      
        
        

      

      
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    ARTICLE XII.

    ISSUANCE
      OF LLC CERTIFICATES

     

    12.1 ISSUANCE
      OF LLC CERTIFICATES. Upon
      or
      at any time after the execution of this Agreement and the payment of the Capital
      Contributions by the Members, the Manager may elect to cause the LLC to issue
      one or more LLC Certificates in the form of Exhibit B hereto (each, an “LLC
      Certificate”) in the name of each Member certifying that the Person named
      therein is the record holder of the LLC Interests set forth therein. For
      purposes of this Agreement, the term “record holder” shall mean the person whose
      name appears on Exhibit A as the Member owning the LLC Interest at
      issue.

     

    12.2 TRANSFER
      OF LLC INTERESTS. An
      LLC
      Interest which is transferred in accordance with the terms of this Agreement
      shall be transferable on the books of the LLC by the record holder thereof
      in
      person or by such record holder's duly authorized attorney, but, except as
      provided in Section 12.3 hereof with respect to lost, stolen or destroyed
      certificates, in the event an LLC Certificate has been issued, no transfer
      of an
      LLC Interest shall be entered until the previously issued LLC Certificate
      representing such LLC Interest shall have been surrendered to the LLC and
      canceled and a replacement LLC Certificate issued to the assignee of such LLC
      Interest in accordance with such procedures as the Manager may establish. In
      the
      event of a Transfer of less than all of a Member’s LLC Interests and if LLC
      Certificates have been issued, the Manager shall issue to the transferring
      Member a new LLC Certificate representing the LLC Interests not being
      transferred. Except as otherwise required by law, the LLC shall be entitled
      to
      treat the record holder of an LLC Certificate on its books as the owner thereof
      for all purposes regardless of any notice or knowledge to the
      contrary.

     

    12.3 LOST,
      STOLEN OR DESTROYED CERTIFICATES. The
      LLC
      shall issue a new LLC Certificate in place of any LLC Certificate previously
      issued if the record holder of the LLC Certificate:

     

    (i) makes
      proof by affidavit, in form and substance satisfactory to the Manager, that
      a
      previously issued LLC Certificate has been lost, destroyed or
      stolen;

     

    (ii) requests
      the issuance of a new LLC Certificate before the LLC has notice that the LLC
      Certificate has been acquired by a purchaser for value in good faith and without
      notice of an adverse claim;

     

    (iii) indemnifies
      the LLC against any claim that may be made on account of the alleged loss,
      destruction or theft of the LLC Certificate; and

     

    (iv) satisfies
      any other reasonable requirements imposed by the Manager.

     

    If
      a
      Member fails to notify the LLC within a reasonable time after it has notice
      of
      the loss, destruction or theft of an LLC Certificate, and a transfer of the
      LLC
      Interest represented by the LLC Certificate is registered before receiving
      such
      notification, the LLC shall have no liability with respect to any claim against
      the LLC for such transfer or for a new LLC Certificate.

     

    
      
        
        

      

      
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    ARTICLE XIII.

    AMENDMENTS

     

    13.1 AMENDMENT,
      ETC. OF OPERATING AGREEMENT. This
      Agreement may be adopted, altered, amended or repealed and a new operating
      agreement may be adopted by a Majority in Interest of the Members; provided,
      however, that no provision of this Agreement which requires the vote of a
      greater percentage than a Majority in Interest of the Members may be amended
      without the affirmative vote of such greater percentage.

     

    13.2 AMENDMENT
      OF ARTICLES OF ORGANIZATION. Notwithstanding
      any provision to the contrary in the Articles of Organization or this Agreement,
      in no event shall the Articles of Organization be amended without the
      affirmative vote of a Majority in Interest of the Members.

     

    ARTICLE
      XIV.

    REPRESENTATIONS
      AND ACKNOWLEDGMENTS

     

    14.1 INVESTMENT
      REPRESENTATIONS. Each
      Member hereby represents and warrants to the Manager, the other Members and
      the
      LLC that such Member is acquiring his, her or its Interest hereunder for such
      Member’s own account, for investment only, not for the benefit of any other
      Person and not for resale to any other Person or for future distribution, and
      that he, she or it relied solely on the advice of such Member’s personal tax,
      investment or other advisors in making such Member’s investment
      decision.

     

    14.2 NO
      REPRESENTATIONS BY LLC. Each
      Member acknowledges that the Manager have not made and hereby make no
      representations or warranties other than those set forth in this Agreement,
      and
      that neither any Manager, agent or employee of the LLC or of any Manager or
      any
      other Person has at any time expressly or implicitly represented, guaranteed
      or
      warranted to such Member that he, she or it may freely transfer such Person’s
      Interests, that a percentage of profit and/or amount or type of consideration
      will be realized as a result of an investment in the Interest, that past
      performance or experience on the part of the Manager or their Affiliates or
      any
      other Person in any way indicates the predictable results of the ownership
      of
      any Interests or of the overall LLC business, that any cash distributions from
      LLC operations or otherwise will be made to the Members by any specific date
      or
      will be made at all, or that any specific tax benefits will accrue as a result
      of an investment in the LLC.

     

    14.3 RISK
      FACTORS. Each
      Member acknowledges that he/it has read and reviewed the Risk Factors associated
      with an investment in the LLC, attached hereto as Exhibit D, and incorporated
      herein by this reference, 

     

    ARTICLE XV.

    MISCELLANEOUS
      PROVISIONS

     

    15.1 COUNTERPARTS. This
      Agreement may be executed in several counterparts, and all counterparts so
      executed shall constitute one Agreement, binding on all of the parties hereto,
      notwithstanding that all of the parties are not signatory to the original or
      the
      same counterpart.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    15.2 SURVIVAL
      OF RIGHTS. This
      Agreement shall be binding upon, and, as to permitted or accepted successors,
      transferees and assigns, inure to the benefit of the Members and the LLC and
      their respective heirs, legatees, legal representatives, successors, transferees
      and assigns,
      in all cases whether by the laws of descent and distribution, merger, reverse
      merger, consolidation, sale of assets, other sale, operation of law or
      otherwise.

     

    15.3 SEVERABILITY. In
      the
      event any Section, or any sentence within any Section, is declared by a court
      of
      competent jurisdiction to be void or unenforceable, such sentence or Section
      shall be deemed severed from the remainder of this Agreement and the balance
      of
      this Agreement shall remain in full force and effect.

     

    15.4 NOTIFICATION
      OR NOTICES. Except
      as
      otherwise provided in Articles VI and VII with respect to notices given for
      purposes of meetings of Manager and meetings of Members, any notice or other
      communication required or permitted hereunder shall be in writing and shall
      be
      deemed to have been given if personally delivered, transmitted by facsimile
      (with mechanical confirmation of transmission), or deposited in the United
      States mail, registered or certified, postage prepaid, addressed to the parties'
      addresses set forth on Exhibit A hereto, unless the same shall have been changed
      by notice in accordance herewith. Notices given in the manner provided for
      in
      this Section 15.4 shall be deemed effective on the third day following
      deposit in the mail or on the day of transmission or delivery if given by
      facsimile or by hand.

     

    15.5 GOVERNING
      LAW. This
      Agreement shall be governed and construed in accordance with the internal laws
      of the State of Nevada.

     

    15.6 FURTHER
      ACTIONS. Each
      of
      the Members agrees to execute, acknowledge and deliver such additional
      documents, and take such further actions, as may reasonably be required from
      time to time to carry out each of the provisions and the intent of this
      Agreement, and every agreement or document relating hereto or entered into
      in
      connection herewith.

     

    15.7 ARBITRATION
      OF DISPUTES. Any
      controversy or claim arising out of or relating to this Agreement or the breach
      thereof shall be submitted to binding, non-appealable arbitration administered
      by the American Arbitration Association in accordance with its Commercial
      Arbitration Rules. Such controversy or claim shall be heard by a single
      arbitrator (the “Arbitrator”). The award shall be made within six months of
      selection of the Arbitrator. Judgment on the award may be entered in any court
      having jurisdiction and the parties hereby consent to the jurisdiction of the
      Superior Court for Los Angeles County, California, and of the United States
      District Court for the Central District of California, for injunctive relief,
      specific performance or other relief in aid of any proceedings hereunder, but
      not otherwise. The arbitration shall be held in Los Angeles, California or
      as
      otherwise mutually agreed by the parties hereto. The Arbitrator shall determine
      issues of arbitrability but may not limit, expand or otherwise modify the terms
      of this Agreement nor have any authority to award punitive or other damages
      in
      excess of compensatory damages and each party irrevocably waives any claim
      thereto. The Arbitrator shall
      permit, to the extent reasonably necessary, one document production request,
      and
      one follow-up request, and one deposition of the principals involved in a
      controversy or claim submitted to arbitration hereunder. The parties, their
      representatives, other participants and the Arbitrator shall hold the existence,
      content and result of the arbitration in confidence except as disclosure is
      required by law or as is reasonably necessary to defend claims or procedural
      rights of the party making the disclosure.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    15.8 THIRD
      PARTY BENEFICIARIES. There
      are
      no third party beneficiaries of this Agreement except (i) Affiliates and
      Principals of the Members and (ii) any other Persons as may be entitled to
      the
      benefits of Article XI hereof.

     

    15.9 PARTITION. The
      Members agree that the Property that the LLC may own or have an interest in
      is
      not suitable for partition. Each of the Members hereby irrevocably waives any
      and all rights that it may have to maintain any action for partition of any
      Property the LLC may at any time have an interest in.

     

    15.10 ENTIRE
      AGREEMENT. This
      Agreement and the Articles of Organization constitute the entire agreement
      of
      the Members with respect to, and supersedes all prior written and oral
      agreements, understandings and negotiations with respect to, the subject matter
      hereof.

     

    15.11 WAIVER. No
      failure by any party to insist upon the strict performance of any covenant,
      duty, agreement or condition of this Agreement or to exercise any right or
      remedy consequent upon a breach thereof shall constitute a waiver of any such
      breach or any other covenant, duty, agreement or condition.

     

    15.12 ATTORNEYS'
      FEES. In
      the
      event of any litigation, arbitration or other dispute arising as a result of
      or
      by reason of this Agreement, the prevailing party in any such litigation,
      arbitration or other dispute shall be entitled to, in addition to any other
      damages assessed, its reasonable attorneys' fees, and all other costs and
      expenses incurred in connection with settling or resolving such dispute. The
      attorneys' fees which the prevailing party is entitled to recover shall include
      fees for prosecuting or defending any appeal and shall be awarded for any
      supplemental proceedings until the final judgment is satisfied in full. In
      addition to the foregoing award of attorneys' fees to the prevailing party,
      the
      prevailing party in any lawsuit or arbitration procedure on this Agreement
      shall
      be entitled to its reasonable attorneys' fees incurred in any
      post
      judgment proceedings to collect or enforce the judgment. This attorneys' fees
      provision is separate and several and shall survive the merger of this Agreement
      into any judgment.

     

    15.13 CONFIDENTIALITY. Each
      Member for itself and on behalf of its Affiliates agrees to keep the provisions
      of this Agreement and all schedules, exhibits and appendices hereto in
      confidence, except pursuant to the requirements of applicable law, and shall
      not
      publish or otherwise disclose the same at any time without the prior written
      consent of all the Members.

     

    IN
      WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement as
      of
      the date first written above. 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	 	
              EMVELCO
                CORP. 

            
	 	
              A Delaware Corporation

            
	 	 
	
              By:
                

            	
              /s/YOSSI
                ATTIA

            
	 	
              Yossi
                Attia, Chief Executive Officer

            
	 	 
	 	
              /s/TIRAN
                IBGUI

            
	 	
              Tiran
                Ibgui

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

     

    INITIAL
      MEMBER NAMES AND ADDRESSES; INITIAL

    CAPITAL
      CONTRIBUTIONS AND PERCENTAGE INTERESTS

     

    (As
      of June 30, 2008)

    


    
      	
              Member's name

            	
               

            	
              Member's address

            	
               

            	
              Member's capital

              contribution

            	
               

            	
              Member's
percentage

              interest

            	 
	
              EMVELCO
                CORP.

            	 	
              10990
                Wilshire Blvd. Suite 1220 Los Angeles, CA 90024

            	 	
              525,000
                Emvelco Corp. Shares + Warrants & Term Assignment

            	 	
              50

            	%
	
              TIRAN
                IBGUI

            	 	 	 	
              $

            	
              525,000

            	 	 	
              50

            	
              %

            
	
               

            	 	
              TOTALS:

            	 	 	
              ASSETS
                + $525,000

            	 	 	
              100

            	
              %

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

     

    (FACE
      OF CERTIFICATE)

     

    THE
      LLC
      INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS
      OF
      ANY STATE. SUCH LLC INTERESTS MAY NOT BE SOLD OR TRANSFERRED UNLESS SUBSEQUENTLY
      REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION FROM REGISTRATION OR
      QUALIFICATION IS AVAILABLE. THE AGREEMENT (AS DEFINED BELOW) PROVIDES FOR
      FURTHER RESTRICTIONS ON TRANSFER OF THE LLC INTERESTS REPRESENTED
      HEREBY.

     

    CERTIFICATE
      FOR LLC INTEREST

    IN

    VORTEX
      OCEAN ONE, LLC

     

    
      	
              Certificate
                No. ______________

            	
              ________
                Percentage Interest

            


    

    


    The
      undersigned, as
      a
      Manager of VORTEX OCEAN ONE, LLC, a Nevada limited liability company (the
“LLC”), hereby certifies that ___________________________ is the holder of an
      LLC Interest representing a _______ percent (__%) Percentage Interest, as those
      terms are defined in the Operating Agreement of the LLC, dated as of
      ________________, as amended and restated from time to time (the “Agreement”)
      (copies of which are on file at the principal office of the LLC).

     

    This
      Certificate is not negotiable or transferable except by operation of law, or
      as
      otherwise provided in the Agreement, and any such transfer will be valid only
      upon delivery of this Certificate, together with a duly executed assignment
      in
      the form set forth on the reverse hereof (or otherwise acceptable to the Manager
      and sufficient to convey an interest in an LLC pursuant to the Nevada Revised
      Statutes, as it may be amended and in effect from time to time, or any successor
      statute thereto) to the Manager of the LLC.

     

    
      	Dated:	
               

            	
              .

            	
              VORTEX OCEAN ONE,
                LLC

            
	 	 	 	 	 
	 	 	 	
              By:

            	 
	 	 	 	 	
              Its:
                Manager

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (REVERSE
      OF CERTIFICATE)

     

    ASSIGNMENT
      OF LLC INTEREST

    IN

    VORTEX
      OCEAN ONE, LLC

     

    FOR
      VALUE
      RECEIVED, the undersigned (“Assignor”) hereby assigns, conveys, sells and
      transfers unto

     

    
      	 
	
              (“Assignee”)

            


    

    


    
      	 	 	 
	
              (Please
                insert Social Security

            	 	
              (Please
                print or typewrite name and

            
	
              or
                other identifying number of Assignee)

            	 	
              address
                of Assignee)

            


    

    


    all
      rights and interest of Assignor in ______ percent of the LLC Interest evidenced
      hereby and directs that all future distributions and allocations with respect
      to
      such specified assigned LLC Interest be paid or allocated by the LLC to such
      Assignee. The Assignor hereby irrevocably constitutes and appoints each Manager
      as Assignor's attorney-in-fact with full power of substitution in the premises
      to transfer the same on the books of the LLC.

    


    
      	
              Dated:
                

            	 	 	 
	 	 	 	
              Signature
                of Assignor

            


    

    


    
      	Note:	
              The
                signature to any assignment must correspond with the name as written
                upon
                the face of this Certificate, in every particular, without alteration
                or
                enlargement or any change whatever. If the assignment is executed
                by an
                attorney, executor, administrator, trustee or guardian, the person
                executing the assignment must give such person's full title in such
                capacity, and proper evidence of authority to act in such capacity,
                if not
                on file with the LLC or its transfer agent, must be forwarded with
                this
                Certificate.

            


    

     

    The
      undersigned, a Manager of the LLC, hereby consents to this Assignment pursuant
      to Section 8.1 of the Agreement.

     

    
      	
              Dated:

            	 	 	 	
              ,
                LLC

            


    

    


    
      	
              By:

            	 
	 	
              Its:  Manager

            


    

     

    THE
      LLC
      INTERESTS EVIDENCED HEREBY ARE SUBJECT TO ALL TERMS AND CONDITIONS OF THE
      AGREEMENT AND UNLESS AND UNTIL ADMITTED TO THE LLC AS A MEMBER, NO ASSIGNEE
      SHALL BE ENTITLED TO ANY OF THE RIGHTS, POWERS OR PRIVILEGES OF THE ASSIGNOR,
      EXCEPT THAT ASSIGNEE SHALL BE ENTITLED TO THE DISTRIBUTIONS PAID AND ALLOCATIONS
      MADE WITH RESPECT TO SUCH INTERESTS AS DIRECTED BY THE ASSIGNOR
      ABOVE.