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                              OPERATING AGREEMENT

                                       OF

                                   BIOAGRA LLC




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<TABLE>
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<S>             <C>                                                                       <C>
                                         ARTICLE I
                             FORMATION, NAME, AND DEFINITIONS

Section 1.01.   Formation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
Section 1.02.   Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
Section 1.03.   Registered Office and Agent for Service of Process. . . . . . . . . . . .  1
Section 1.04.   Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
Section 1.05.   Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

                                        ARTICLE II
                                  ORGANIZATIONAL MATTERS

Section 2.01.   Principal Place of Business . . . . . . . . . . . . . . . . . . . . . . .  2
Section 2.02.   Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
Section 2.03.   No Partnership Intended for Non-Tax Purposes. . . . . . . . . . . . . . .  2
Section 2.04.   Manager-Managed . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
Section 2.05.   Powers of the Company . . . . . . . . . . . . . . . . . . . . . . . . . .  3
Section 2.06.   Other Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

                                       ARTICLE III
                               CAPITALIZATION OF THE COMPANY

Section 3.01.   Capital Contributions and Interests of Members. . . . . . . . . . . . . .  3
Section 3.02.   Payment of Capital Contributions. . . . . . . . . . . . . . . . . . . . .  3
Section 3.03.   Capital Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
Section 3.04.   Capital Account of Substituted Member . . . . . . . . . . . . . . . . . .  5
Section 3.05.   Interest on Capital Contributions . . . . . . . . . . . . . . . . . . . .  5
Section 3.06.   Third-Party Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
Section 3.07.   Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
Section 3.08.   Withdrawal or Return of Capital Contributions . . . . . . . . . . . . . .  5
Section 3.09.   Liability for Contributions . . . . . . . . . . . . . . . . . . . . . . .  6

                                        ARTICLE IV
                                       DISTRIBUTIONS

Section 4.01.   Monthly Distributions . . . . . . . . . . . . . . . . . . . . . . . . . .  6
Section 4.02.   Prorations on Assignment. . . . . . . . . . . . . . . . . . . . . . . . .  6
Section 4.03.   Priority of Distributions . . . . . . . . . . . . . . . . . . . . . . . .  6
Section 4.04.   Limitations on Distributions. . . . . . . . . . . . . . . . . . . . . . .  6


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                                         ARTICLE V
                                       ALLOCATIONS

Section 5.01.   General Allocation of Profits . . . . . . . . . . . . . . . . . . . . . .  7
Section 5.02.   General Allocation of Losses. . . . . . . . . . . . . . . . . . . . . . .  7
Section 5.03.   Regulatory and Curative Allocations . . . . . . . . . . . . . . . . . . .  7
Section 5.04.   Prorations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

                                        ARTICLE VI
             FINANCIAL RECORDS, INSURANCE, LIABILITY OF MEMBERS, AND COMPANY
                                         PROPERTY

Section 6.01.   Books, Records, and Tax Returns . . . . . . . . . . . . . . . . . . . . .  8
Section 6.02.   Records and Inspection Rights of Members. . . . . . . . . . . . . . . . .  8
Section 6.03.   Tax Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
Section 6.04.   Tax Matters Partner . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
Section 6.05.   Accounts; Investing Company Assets. . . . . . . . . . . . . . . . . . . .  9
Section 6.06.   Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
Section 6.07.   Commingling of Company Assets . . . . . . . . . . . . . . . . . . . . . .  9
Section 6.08.   Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
Section 6.09.   Operating Budget. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

                                       ARTICLE VII
                               BOARD OF MANAGERS; MANAGEMENT

Section 7.01.   Board of Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7.02.   Elections of Managers; Voting Interest. . . . . . . . . . . . . . . . . . 10
Section 7.03.   Resignations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7.04.   Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7.05.   Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7.06.   Salaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.07.   Meetings; Telephonic Meeting. . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.08.   Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.09.   Unanimous Vote or Consent . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.10.   Meeting Not Required For Action . . . . . . . . . . . . . . . . . . . . . 11
Section 7.11.   Reliance on Authority by Third Parties. . . . . . . . . . . . . . . . . . 11
Section 7.12.   Managers' Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.13.   Restrictions on Authority . . . . . . . . . . . . . . . . . . . . . . . . 13


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Section 7.14.   Liabilities of Any Member, Manager or Officer . . . . . . . . . . . . . . 13
Section 7.15.   Competing Activities of Members, Managers and Officers. . . . . . . . . . 13
Section 7.16.   Company Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 7.17.   Reimbursement of Expenses . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 7.18.   Transactions with any Member, Manager, Officer or Affiliates. . . . . . . 14
Section 7.19.   Duties of the Managers and Officers . . . . . . . . . . . . . . . . . . . 14
Section 7.20.   Members Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

                                       ARTICLE VIII
                   ADMISSIONS, WITHDRAWALS, ASSIGNMENTS AND DISSOCIATION

Section 8.01.   Admission and Withdrawal of Members . . . . . . . . . . . . . . . . . . . 15
Section 8.02.   Withdrawal of a Member. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.03.   Assignment of Member's Interest . . . . . . . . . . . . . . . . . . . . . 17
Section 8.04.   Restrictions on Consent to Assignment And Substitution of Members . . . . 19
Section 8.05.   Effect of Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 8.06.   Dissociation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

                                        ARTICLE IX
                 DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COMPANY

Section 9.01.   Event of Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 9.02.   Notice, Publication and Filing. . . . . . . . . . . . . . . . . . . . . . 20
Section 9.03.   Liquidation and Termination . . . . . . . . . . . . . . . . . . . . . . . 21

                                         ARTICLE X
                         ACCOUNTING ON DISSOLUTION AND LIQUIDATION

Section 10.01.  Winding Up and Liquidating Distributions. . . . . . . . . . . . . . . . . 21
Section 10.02.  Allocation of Profit and Loss . . . . . . . . . . . . . . . . . . . . . . 22
Section 10.03.  Distribution of Installment Notes . . . . . . . . . . . . . . . . . . . . 22
Section 10.04.  No Right to Particular Assets . . . . . . . . . . . . . . . . . . . . . . 22
Section 10.05.  Certificate of Termination. . . . . . . . . . . . . . . . . . . . . . . . 22
Section 10.06.  Effect of Filing Certificate of Termination . . . . . . . . . . . . . . . 22

                                        ARTICLE XI
                              MEETINGS AND ACTION BY MEMBERS

Section 11.01.  Annual and Special Meetings . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.02.  Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.03.  Location of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . 23


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Section 11.04.  Telephonic Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.05.  Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.06.  Members Entitled to Vote. . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.07.  Unanimous Vote or Consent . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.08.  Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.09.  Meeting Not Required For Action . . . . . . . . . . . . . . . . . . . . . 24
Section 11.10.  Appointment of the Managers as Attorney-in-Fact . . . . . . . . . . . . . 24

                                       ARTICLE XII
                                    OFFICER PROVISIONS

Section 12.01.  Number, Title and Qualifications. . . . . . . . . . . . . . . . . . . . . 25
Section 12.02.  Powers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.03.  Initial Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.04.  Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.05.  President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.06.  Executive Vice President. . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.07.  Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.08.  Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.09.  Assistant Treasurers and Assistant Secretaries. . . . . . . . . . . . . . 27
Section 12.10.  Additional Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 12.11.  Compensation of Officers. . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 12.12.  Resignation and Removal . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 12.13.  Vacancies; Incapacity . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 12.14.  Duties to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 27

                                       ARTICLE XIII
                             AMENDMENTS AND GENERAL PROVISIONS

Section 13.01.  Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 13.02.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 13.03.  Waiver of Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 13.04.  Member's Representations. . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 13.05.  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 13.06.  Attorney Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 13.07.  Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . 29


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Section 13.08.  Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 13.09.  Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 13.10.  Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 13.11.  Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.12.  Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.13.  Creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.14.  Counterparts; Facsimile . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.15.  Sole and Absolute Discretion. . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.16.  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.17.  Construction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
APPENDIX ONE TO OPERATING AGREEMENT OF BIOAGRA LLC. . . . . . . . . . . . . . . . . . . .  1
APPENDIX TWO TO OPERATING AGREEMENT OF BIOAGRA LLC. . . . . . . . . . . . . . . . . . . .  1
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                                        v
<PAGE>
                               OPERATING AGREEMENT
                                       OF
                                   BIOAGRA LLC

     This  Operating  Agreement  is  entered  into  as  of  AUGUST 15, 2005 (the
"EFFECTIVE  DATE"),  by  and among NANOPIERCE TECHNOLOGIES, INC. ("NANOPIERCE"),
XACT RESOURCES INTERNATIONAL, INC. ("XACT"), each as a Member, any other Persons
who  have  executed  this Agreement or a counterpart hereof as a Member, or have
become  Members  pursuant  to  the terms of this Agreement (the "MEMBERS" or the
"PARTIES"),  all  of  which are listed on APPENDIX TWO annexed hereto and made a
                                          ------------
part  hereof,  as  may  be  amended  from  time  to  time.

                                    RECITALS:

     WHEREAS,  the  Company has been formed as a limited liability company known
as  BioAgra  LLC  (the  "COMPANY"),  pursuant  to  the Georgia Limited Liability
Company  Act,  as  amended  from time to time, and any successor to such statute
(the  "ACT")  by  filing  articles of organization with the Georgia Secretary of
State  on  December  8,  2004;

     WHEREAS,  the  Parties  desire  to  adopt  this Operating Agreement for the
Company;

     NOW,  THEREFORE,  in  consideration of the mutual covenants and obligations
set  forth  in this Agreement, and of other good and valuable consideration, the
receipt  and  sufficiency  of  which is hereby acknowledged, the parties hereto,
intending  legally  to  be  bound,  hereby  agree  as  follows:

                                    ARTICLE I

                        FORMATION, NAME, AND DEFINITIONS

     SECTION  1.01.  FORMATION.  The  Company was organized as a Georgia limited
liability  company  effective  upon  the  filing  of  articles  of  organization
("ARTICLES  OF  ORGANIZATION") with the Georgia Secretary of State.  All actions
of  the  Organizer  in  filing  the  Articles of Organization of the Company are
accepted  and  ratified  by the execution of this Agreement and the Organizer is
hereby  discharged from any and all further duties in or respecting the Company.
The  Parties  shall  file or cause to be filed any amendments to the Articles of
Organization  that  are  necessary  to  reflect  the  terms  of  this Agreement.

     SECTION  1.02.  NAME.  The  name  of the Company is BioAgra LLC.  The words
"Limited Liability Company," "LLC" or similar words or letters shall be included
in  the  Company's  name  where necessary for the purposes of complying with the
laws  of  any  jurisdiction  that  so  requires.  The name of the Company may be
changed  only  upon  the  approval  of  the  Managers.

     SECTION  1.03.  REGISTERED  OFFICE  AND  AGENT FOR SERVICE OF PROCESS.  The
registered  agent  for the service of process and the registered office shall be
that  Person  and  location  reflected  in  the  form  prescribed by the Georgia
Secretary of State and required to be filed with the Articles of Organization in
the  office  of  the  Georgia  Secretary  of  State.  The  Managers  may,


<PAGE>
from  time  to  time,  change the registered agent or office through appropriate
filings  with  the  Georgia  Secretary  of  State.

     SECTION  1.04.  DEFINITIONS.  Capitalized  terms  used  in  this  Agreement
(including  exhibits,  schedules  and  amendments)  shall  have  the  respective
meanings  set forth in APPENDIX ONE or in the Section of this Agreement referred
                       ------------
to  in  APPENDIX  ONE, except as otherwise expressly indicated or limited by the
        -------------
context  in  which  they  appear  in  this Agreement.  All terms defined in this
Agreement  in  the  singular  have the same meanings when used in the plural and
vice  versa.  Accounting  terms  used  but  not otherwise defined shall have the
meanings  given  to  them  under  United  States  generally  accepted accounting
principles.

     SECTION  1.05.  PURPOSE.  The  purpose  of  the  Company  and  the  general
character  of  its  business  are  to:

          (a)  Produce,  market  and sell YBG-2000, a natural beta glucan immune
     system feed supplement refined from bakers yeast used to replace antibiotic
     fast  growth  additives  which are currently used by producers of feeds for
     the  livestock,  poultry  and  shrimp  industries and which may be used for
     other  purposes.

          (b) Conduct any business and any other activities that may be lawfully
     conducted  by  a  limited  liability  company  formed  pursuant to the Act.

                                   ARTICLE II

                             ORGANIZATIONAL MATTERS

     SECTION 2.01.  PRINCIPAL PLACE OF BUSINESS.  The principal office and place
of  business  of the Company shall be located at Park South, 7505 Waters Avenue,
Suite  C-8, Savannah, Georgia 31406.  The principal office and place of business
may  be changed to any other place within or outside the State of Georgia as the
Managers  may  designate  in  writing  from  time  to  time.

     SECTION 2.02.  TERM.  The term of the existence of the Company commenced as
of  the  date  on which the Articles of Organization were filed with the Georgia
Secretary  of  State  and  shall  be  perpetual,  unless  sooner  terminated  in
accordance  with  this  Agreement.

     SECTION  2.03.  NO  PARTNERSHIP INTENDED FOR NON-TAX PURPOSES.  The Members
intend  that the Company shall always be operated in a manner that is consistent
with  its  treatment as a partnership for federal and state tax purposes (or, if
there is only one Member, the Company shall be disregarded as an entity separate
from  its  owner  for  tax purposes) and shall never be operated or treated as a
partnership  for  purposes  of  Section 303 of the Bankruptcy Code of the United
States or any other applicable law or for any other purpose.  Each Member agrees
to  use  its best efforts to carry out this intent, and no Member shall take any
action  inconsistent  with  this  intent.

     SECTION  2.04.  MANAGER-MANAGED.  The Members intend that the Company shall
always  be  operated as a manager-managed limited liability company as described
in  the  Act,  subject  to, where appropriate, the terms, and conditions of this
Agreement.


                                        2
<PAGE>
     SECTION  2.05.  POWERS  OF  THE COMPANY.  The Company shall have all of the
powers of a limited liability company as set forth in the Act and under the laws
of  the  State  of Georgia.  The Partnership also is empowered to do any and all
acts  and  things  necessary,  appropriate  or  advisable  to  ensure  that  the
Partnership will not be classified as a "publicly traded partnership" taxable as
a  corporation  within  the  meaning  of  Section  7704  of  the  Code.

     SECTION 2.06.  OTHER INSTRUMENTS.  Each Member hereby agrees to execute and
deliver to the Company as soon as practicable after receipt of a written request
therefor,  such  other  and  further  documents  and  instruments, statements of
interest  and  holdings,  designations, powers of attorney and other instruments
and  to  take  such  other  action  as  the  Company  deems necessary, useful or
appropriate to comply with any laws, rules or regulations as may be necessary to
enable  the  Company  to  fulfill  its  responsibilities  under  this Agreement.

                                   ARTICLE III

                          CAPITALIZATION OF THE COMPANY


     SECTION 3.01.  CAPITAL CONTRIBUTIONS AND INTERESTS OF MEMBERS.  Each Member
shall  contribute  initial capital to the Company in the amounts and of a nature
set  forth  next  to  the  name  and  mailing address of the Member appearing on
APPENDIX TWO (collectively,  the  "INITIAL CONTRIBUTIONS").  In exchange for the
------------
contribution  of this initial capital to the Company, a Member shall be entitled
to  an  Interest as described in this Agreement.  A Member's Percentage Interest
in  the  Company shall be set forth in APPENDIX TWO, as may be amended from time
                                       ------------
to  time  as  set  forth  in  this  Agreement.

     SECTION  3.02.  PAYMENT OF CAPITAL CONTRIBUTIONS.  Except as established in
Section  3.01  or  as  otherwise  unanimously agreed by all of the Managers, all
Contributions  other  than for services rendered or to be rendered shall be paid
to  the  Company  in cash, by check drawn on a commercial bank having offices in
the  United  States,  by  a  cashier's check, or by wire transfer of immediately
available  U.S. funds.  To the extent that all or a portion of a Contribution is
initially  evidenced by a promise to pay, in the event that such Contribution is
not  made in accordance with such promise to pay on or before the date specified
in  such  promise,  Appendix  Two shall be amended to reflect the actual Capital
Contribution  made  by  such  Person.

     SECTION  3.03.  CAPITAL  ACCOUNTS.

          (a)  To  the  extent  the  Company  has  two or more Members, a single
     Capital  Account  shall  be  maintained for each Member on the books of the
     Company. In general, the Capital Account of each Member shall be maintained
     consistently with the provisions of I.R.C. Sec. 704(b) and the Regulations.

          (b)  The  Capital  Account  of  each Member shall be credited with the
     Initial Contributions of the Member to the capital of the Company and shall
     be  increased  by:

               (i)  The  amount  of  additional  money  contributed  (or  deemed
          contributed)  under  the  Regulations  by the Member to the Company in
          accordance  with  this  Agreement and the initial Gross Asset Value of
          any  other property (except any promissory note or similar obligation,
          the  maker  of  which  is  a


                                        3
<PAGE>
          contributing  Member) contributed by the Member to the Company (net of
          any  liabilities  secured by the contributed property that the Company
          is  considered to assume or take such property subject to under I.R.C.
          Sec.  752  and  any  applicable  Regulations);

               (ii) The amount of any Profits allocated to the Member under this
          Agreement;  and

               (iii)  Any  adjustments  required  by  Section  3.03(d)  below.

          (c)  The  Capital  Account  of  each  Member  shall  be  decreased by:

               (i) The amount of money distributed (or deemed distributed) under
          the  Regulations  by the Company to the Member in accordance with this
          Agreement  and the Gross Asset Value of any other property distributed
          by  the  Company  to the Member (net of any liabilities secured by the
          distributed  property  that the Member is considered to assume or take
          such  property  subject  to  under  I.R.C. Sec. 752 and any applicable
          Regulations);

               (ii)  The  amount  of  Losses  allocated to the Member under this
          Agreement;

               (iii)  The  Member's  share  of any reduction in the basis of the
          Company's  assets  caused  by  any  tax  credit;  and

               (iv)  Any  adjustments  required  by  Section  3.03(d)  below.

          (d)  Capital  Accounts  shall  be adjusted at the close of each Fiscal
     Year  or  more  often, as required for the purposes of making Distributions
     and  allocations  of  Profits  and  Losses  pursuant to this Agreement. The
     provisions  of  this  Agreement  relating  to  the  maintenance  of Capital
     Accounts  must  comply  in  all events with T.R. Sec. 1.704-1(b), including
     T.R.  Sec.  1.704-1(b)(2)(iv),  and  shall  be interpreted and applied in a
     manner  consistent  with  these  Regulations.  The Managers shall cause the
     Capital  Accounts  maintained  under  this  Agreement  to  be  computed  in
     accordance  with  these  Regulations  and  may  make any adjustments to the
     Capital  Accounts  as  are  required  to  be  made  to maintain the Capital
     Accounts  in  accordance  with  these  Regulations.

          (e)  Upon the Assignment of a Member's entire Interest in the Company,
     the  Tax  Matters  Partner  shall  have the authority to adjust the Capital
     Accounts  in  accordance  with  the  Regulations to reflect the fair market
     value  of  the Company's assets. To the extent that the Capital Accounts of
     the  Members  are  restated  in  accordance  with  the  provisions  of  the
     Regulations,  the  Percentage  Interests of the Members shall be amended to
     reflect  the  relative  balances  of  the  Member's  Capital  Accounts.

          (f)  Notwithstanding  any other provision of this Agreement, no Member
     shall  be  obligated  to  restore  any  negative  Capital  Account, and any
     negative  balance  in the Capital Account shall not be considered a debt or
     obligation  of  the  Member  or  any  other  Person.


                                        4
<PAGE>
     SECTION  3.04.  CAPITAL ACCOUNT OF SUBSTITUTED MEMBER.  The Capital Account
of  a  Substituted  Member  shall  be, in the case of a complete Assignment, the
Capital Account of the Assigning Member as of the date on which the substitution
becomes effective or, in the case of a partial Assignment, a proportionate share
of  the  Capital  Account  of  the  Assigning  Member.

     SECTION  3.05.  INTEREST  ON CAPITAL CONTRIBUTIONS.  No interest or amounts
in  the  nature  of interest shall be paid on any Contributions by any Member to
the  capital  of  the  Company.

     SECTION  3.06.  THIRD-PARTY  RIGHTS.  Without  limiting  the  generality of
Section  7.14,  the  right  of  the  Company  or  any  Manager  to  require  any
Contributions  of  any  nature  under  the  terms of this Agreement shall not be
construed  to  confer any right or benefit upon any Person that is not a Member,
including,  without limitation, any creditor of the Company.  No creditor of the
Company or other Person not a Member in the Company shall be entitled to require
the  Manager or any Member to solicit or demand any Contributions from any other
Members.

     SECTION  3.07.  LOANS.

          (a)  If  the  Board  of  Managers  determines that the business of the
     Company  requires  additional funds, one or more of the Members or Managers
     may lend such funds to the Company on a secured or unsecured basis, subject
     to  the  limitations  set  forth  in  Section  7.18.

          (b)  Any  loan made by a Member shall not constitute a Contribution of
     the  Member  to  the  capital  of  the  Company  and,  except for the terms
     specified  above,  shall  be  on  the  terms  as the lending Member and the
     Managers  determine  to  be appropriate in light of existing circumstances.

          (c)  No  Member shall have any personal liability for the repayment of
     any  loans  made by any Member or Manager to the Company, and all Member or
     Manager  loans  shall  be fully non-recourse. The occurrence of an Event of
     Withdrawal  or  a  Voluntary  Withdrawal  with respect to a lending Member,
     however, shall not affect the liability of the Company to make, on a timely
     basis,  all  principal  and  interest  payments under the loan made by such
     Member.

          (d)  All  amounts  due  and  unpaid  on  loans  made by the Members or
     Managers  to  the  Company shall be repaid from available cash prior to the
     Distributions  of  Disbursable  Cash  to  the  Members  of the Company. All
     decisions  on timing for the repayment of the Member's loans to the Company
     shall  be  made  at  the  decision  and  discretion  of  the  Managers.

     SECTION  3.08.  WITHDRAWAL  OR  RETURN OF CAPITAL CONTRIBUTIONS.  No Member
shall  have  the  right to withdraw or receive any return of its Contribution to
the  capital  of  the  Company  without  the  consent of the Managers, except as
otherwise  provided in this Agreement.  Under circumstances requiring the return
of  any  Contribution  from the capital of the Company, no Member shall have the
right  to  receive  particular property other than cash and, except as expressly
provided  in this Agreement, no Member shall have priority over any other Member
with  respect  to  a  return  of  any  Contribution.


                                        5
<PAGE>
     SECTION  3.09.  LIABILITY  FOR  CONTRIBUTIONS.  Each  Member  is  liable to
contribute  cash  or property and to perform services to the Company only to the
extent  provided  in  this  Agreement  or  the  Act.

                                   ARTICLE IV

                                  DISTRIBUTIONS

     SECTION  4.01.  MONTHLY DISTRIBUTIONS.  Except upon liquidation pursuant to
Article X, the Company shall distribute to the Members, within a reasonable time
after  the  end  of each monthly period ending after September 30, 2005, 100% of
any  Disbursable Cash of the Company received with respect to such period in the
following  manner:

          (a) First, to the Members with positive Capital Accounts in accordance
     with the ratio that each Member's positive Capital Account bears to the sum
     of  all  Members'  positive  Capital  Accounts,  until all positive Capital
     Accounts  have  been  reduced  to  zero;  and

          (b)  Second,  to  the  Members  in  accordance  with their Percentages
     Interests.

     SECTION  4.02.  PRORATIONS  ON  ASSIGNMENT.  Distributions of cash or other
property  made  to  a Member under this Agreement shall not be prorated upon any
Assignment  of  all  or  part of a Member's Interest in the Company but shall be
made  to  the  owner  of  the Interest with respect to which the Distribution is
made,  as reflected on the books of the Company, as of the date the Distribution
is  declared  or  paid,  whichever  is  earlier.

     SECTION  4.03.  PRIORITY  OF  DISTRIBUTIONS.  If there is a dissolution and
liquidation of the Company, the liquidating distribution provisions of Article X
shall  govern  and  shall have priority over the distribution provisions in this
Article  IV.

     SECTION  4.04.  LIMITATIONS  ON  DISTRIBUTIONS.

          (a)  A  Member  may not receive a Distribution from the Company to the
     extent  that  either:  (i)  after  giving  effect  to the Distribution, all
     liabilities  of  the  Company  (except liabilities to Members on account of
     their  Capital  Accounts)  exceed  the  assets  of the Company; or (ii) the
     Distribution  is  inconsistent  with  O.C.G.A.  Section  14-11-407.

          (b)  A  Member  that  is  entitled  to receive a Distribution shall be
     considered  a creditor of the Company and shall be entitled to exercise all
     remedies  available  to  a  creditor  under  Georgia  law.


                                        6
<PAGE>
                                    ARTICLE V

                                   ALLOCATIONS

     SECTION 5.01.  GENERAL ALLOCATION OF PROFITS.  Subject to Sections 5.03 and
5.04 below, Profits of the Company for each Fiscal Year shall be allocated among
the  Members  as  follows:

          (a)  First,  to  those  Members  to  whom  Losses have been previously
     allocated,  until  the amount of Profits allocated pursuant to this clause,
     from  time to time, equals the amount of Losses previously allocated to the
     Members  (provided  that  the Profits allocated pursuant to this clause are
     first  allocated  to  the  Members  in  the  reverse  order of the previous
     allocations  of  Losses  to  the  Members);  and

          (b)  Second,  to  the  Members  in  accordance  with  their Percentage
     Interest.

     SECTION  5.02.  GENERAL  ALLOCATION  OF  LOSSES.  Except  as  provided  in
Sections  5.03  and  5.04 below, Losses of the Company for each Fiscal Year will
first  be  allocated  to  the  Members  with  positive balances in their Capital
Accounts  in  accordance with the ratio of their Capital Accounts, until all the
positive  Capital Accounts have been reduced to zero.  Thereafter, all remaining
Losses  shall  be  allocated  to the Members in accordance with their Percentage
Interest.  No  allocation  of  Loss shall be made to a Member to the extent that
the  allocation  would  create  or  increase  a negative balance in the Member's
Capital  Account.  If  and  to  the extent that the Members may not be allocated
Losses  as  a  result  of  the application of the preceding sentence, the Losses
shall  be allocated to any other Members with positive balances in their Capital
Accounts.  For purposes of the preceding provisions of this Section, the Capital
Accounts  shall  be  determined  hypothetically  as  required  in  T.R.  Sec.
1.704-1(b)(2)(ii)(d).

     SECTION  5.03.  REGULATORY  AND  CURATIVE ALLOCATIONS.  The allocations set
forth  in Sections 5.01 and 5.02 are intended to comply with the requirements of
T.R.  1.704-1(b) and 1.704-2.  If the Company incurs "nonrecourse deductions" or
"partner  nonrecourse  deductions,"  or  if there is any change in the Company's
"minimum gain" or "partner nonrecourse debt minimum gain," all as defined in the
Regulations promulgated under Code Section 704(b), the allocation of Profits and
Losses  (and  items of Profits and Losses) to the Members shall be modified in a
reasonable  manner  deemed  necessary or advisable by the tax matters partner to
comply  with  the applicable Regulations.  In determining allocations to be made
under  this  Article  V,  the Company shall comply with any requirements of Code
Section  704(c)  and  706  and  any  applicable  Resolutions,  and  shall  make
modifications  to  the  allocations  required under this Article V as are deemed
reasonably  necessary  by  the  Members  to  comply  with  the  Regulations.

     SECTION 5.04.  PRORATIONS.  If Members are admitted to or withdraw from the
Company, if Members increase or reduce their Percentage Interest in the Company,
or  if an Interest is Assigned during any Fiscal Year, Profits or Losses and any
"cash basis" items identified in I.R.C. Sec. 706(d) for the Fiscal Year shall be
allocated  pro  rata  to  each  day  in  the  Fiscal  Year  to which the item is
attributable, and the amount of each item assigned to any day shall be allocated
to each Member based upon its respective Percentage Interest at the close of the
day.  For  the  purpose  of  accounting  convenience and simplicity, the Company
will treat any change in a Percentage Interest in the Company that occurs during
the  first  15  days  of  any  month  as  if  it  had


                                        7
<PAGE>
occurred  on  the  first  day of the month and any change which occurs after the
15th  day  of  the  month  as  if  it had occurred on the 16th day of the month.

                                   ARTICLE VI

               FINANCIAL RECORDS, INSURANCE, LIABILITY OF MEMBERS,
                              AND COMPANY PROPERTY

     SECTION  6.01.  BOOKS,  RECORDS,  AND TAX RETURNS.  The Company's financial
books  and  records  shall  be maintained on a consistent basis, and the Company
shall  compute  and file its tax returns using the accrual method of accounting,
or  if  permissible  by  the  Code,  such other method of accounting as shall be
selected  by  the  Tax  Matters  Partner.  The  Managers  shall cause income tax
returns  to  be  prepared,  effect  reconciliation of bank accounts, and prepare
those  statements, schedules, and estimates as are necessary to keep the Members
advised  of the business and affairs of the Company at the times as are required
by  the  Tax  Matters  Partner and applicable law.  The Managers shall cause the
Company  to  engage  the services, at the expense of the Company, of a certified
public  accountant selected by the Tax Matters Partner, to prepare the financial
statements  of  the  Company  as directed by the Tax Matters Partner.  Any other
audit  of  the books and records of the Company by a certified public accountant
shall  be  made  upon the request of any Member on the condition that the Member
making  the  request  agrees  to  pay  the  entire  cost  of  the  audit.

     SECTION 6.02.  RECORDS AND INSPECTION RIGHTS OF MEMBERS.  The Company shall
keep  at  its office the following: (i) a current list of the full name and last
known  business,  residence, or mailing address of each Member and Manager; (ii)
copies  of  records that would enable a Member to determine the voting rights of
the  Members;  (iii)  a  copy  of  the  initial Articles of Organization and all
amendments;  (iv)  copies  of  all  written  operating agreements, as defined in
O.C.G.A.  Section  14-11-101(18),  including this Agreement, all amendments, and
any  prior  operating  agreements  no  longer in effect; (v) copies of any other
written  documents  described  in O.C.G.A. Section 14-11-313; (vi) copies of the
Company's  federal,  state,  and  local tax returns and reports, if any, for the
three  most recent Fiscal Years; and (vii) copies of any financial statements of
the Company for the three most recent Fiscal Years.  Each Member may inspect and
copy the records described above and any other information regarding the affairs
of  the  Company  as  is  reasonable  for  any purpose reasonably related to the
Member's  Interest.

     SECTION  6.03.  TAX  ELECTIONS.  Any  decision  as  to whether to cause the
Company  to make any available tax elections under the Code shall be made by the
Managers  after  taking  into  account  the  advice of the Company's independent
accountants  and/or  tax  attorneys.

     SECTION  6.04.  TAX  MATTERS  PARTNER.  NanoPierce  or, if NanoPierce is no
longer  a  Member,  a Member selected by the remaining Members of the Company is
designated as the "tax matters partner" for the Company ("TAX MATTERS PARTNER"),
as that term is defined in I.R.C. Sec. 6231(a)(7), and is vested with all powers
and duties as stated in the I.R.C., including, without limitation, the right and
authority  to  represent  the  Company before any office of the Internal Revenue
Service  with  respect  to  tax  matters regarding the Company and to appoint an
attorney-in-fact  to  represent  the  Company  before any office of the Internal
Revenue  Service.  The  tax  matters  partner shall be entitled to reimbursement
from  the  Company  for  all  fees  and


                                        8
<PAGE>
expenses reasonably incurred in connection with any Company tax-related matters.
The  tax matters partner shall not be entitled to receive any other compensation
for services rendered to the Company in the capacity as the tax matters partner.

     SECTION  6.05.  ACCOUNTS;  INVESTING  COMPANY  ASSETS.  The  Company  shall
establish  checking,  savings,  and  other financial accounts in the name of the
Company  as  the Managers determine to be necessary.  Each of the Managers shall
be  signatories  on all such accounts and shall be provided with online computer
access to such accounts.  All funds of the Company shall be deposited into these
accounts.  Funds  deposited  into  these  accounts  shall  be  used only for the
business  of  the Company and withdrawal shall be made (i) upon the signature of
any  Manager  who  is  authorized  to  make  withdrawals  pursuant  to  the bank
resolutions  with respect to any item in the Operating Budget up to an amount no
greater than $10,000 in excess of the amount budgeted therefor and (ii) upon the
signature  of  all  the Managers with respect to any other items.  Company funds
may  be invested pending expenditure for Company business, and these investments
may  be  in short-term United States Government, state, or municipal securities,
short-term  commercial  paper,  interest-bearing  accounts,  savings  accounts,
certificates  of  deposit maintained with a bank or other financial institution,
or  money  market  funds sponsored or maintained by a national securities dealer
registered with the Securities and Exchange Commission.  All deposits of Company
funds  made  in  banks or other financial institutions shall be made in banks or
other  financial  institutions whose accounts or deposits are federally insured.

     SECTION  6.06.  INSURANCE.  The  Company  shall  insure  itself  against
liability arising by virtue of the Company's conduct of its business from damage
to  property  and  injuries or death of Persons by casualty and public liability
insurance  in  the  amounts  as  the  Managers  from time to time determine.  In
addition,  the  Company  may  obtain  on  behalf  of  the Company other kinds of
insurance  determined  by  the  Managers  to be necessary or appropriate for the
proper  conduct  of  the  business  of  the  Company.

     SECTION  6.07.  COMMINGLING  OF  COMPANY ASSETS.  Money, property, or other
assets  of  the Company may not be commingled with the assets of any Member, any
Manager,  any  Affiliate  of  any  Member  or Manager, or any other Person.  All
assets  owned  by the Company, whether real or personal, tangible or intangible,
shall  be  owned  by  the  Company  as  an  entity,  and  no  Member or Manager,
individually,  shall  have  any  ownership  in  the  property.

     SECTION  6.08.  REPORTS.  The  Company shall provide to each of the Members
in  a form reasonably acceptable to the Members a weekly cash-receipt report and
a  monthly  sales  report and such other reports as may be reasonably requested.

     SECTION  6.09.  OPERATING  BUDGET.  The  Board of Managers shall prepare an
annual  budget for the anticipated revenues and expenses of the Company for each
Fiscal  Year, including anticipated capital expenditures and all reserves, by no
later  than  forty-five (45) days prior to the expiration of the previous Fiscal
Year.  The annual budget approved by the Board of Managers will be the Operating
Budget  for the Company for such Fiscal Year unless revised from time to time by
the  Board  of  Managers.  The  Managers  (i)  shall use commercially reasonable
efforts  to  operate  within,  and  in  a  manner consistent with, each approved
Operating  Budget;  and  (ii) shall not substantially deviate from the Operating
Budget  unless  the  Manager  obtains  the  prior  written


                                        9
<PAGE>
consent  of the Board of Managers (it being agreed that a deviation in excess of
Ten  Thousand  Dollars  ($10,000)  in  total  is  substantial).

                                   ARTICLE VII

                          BOARD OF MANAGERS; MANAGEMENT

     SECTION  7.01.  BOARD  OF  MANAGERS.  The  management  and  control  of the
business affairs and the property of the Company shall be vested in the Board of
Managers.  The  Company  shall initially have two Managers that are collectively
referred  to  as  the Board of Managers.  The number of Managers may be set from
time  to  time  by  the  Members,  but  there  shall always be no fewer than one
Manager.  Managers  need  not be residents of the State of Georgia or Members of
the  Company.

     SECTION  7.02.  ELECTIONS  OF  MANAGERS;  VOTING  INTEREST.

          (a)  Each  Initial  Member  shall  be entitled to elect or appoint one
     Manager.  The  two  Managers  set  forth  in  APPENDIX  TWO hereto are each
                                                   -------------
     initially  appointed  as  Managers. Subsequent Members shall be entitled to
     elect  Managers  only  with  the  written  consent of any remaining Initial
     Members  of  the  Company.

          (b)  A  Manager shall be entitled to cast the number of votes equal to
     the  Manager's Voting Interest. Initially, the Manager elected or appointed
     by such Initial Member shall have a Voting Interest equal to the Percentage
     Interest  of  the  Initial  Member electing or appointing such Manager. The
     Voting  Interest  of  each  initial  Manager  is set forth in APPENDIX TWO.
                                                                   ------------

          (c)  Upon  the admission of additional Members, the Voting Interest of
     the  Manager  appointed  by  an  Initial  Member shall collectively equal a
     percentage,  the  numerator of which is equal to the Percentage Interest of
     such  Initial  Member  and  the  denominator  is  equal  to  the sum of the
     Percentage  Interests  of  all  Initial  Members.

     SECTION 7.03.  RESIGNATIONS.  Any Manager may resign as Manager at any time
by  giving  written notice to all Members of the Company.  Any resignation shall
take  effect  upon  the  receipt  of written notice of the resignation or at any
later  time  specified  in  the  notice  (and  approved by the Members).  Unless
otherwise  specified  in  the  written resignation notice, the acceptance of the
resignation  by  the Members is not necessary to make the resignation effective.
If  the  Managers  are also Members, the resignation as Manager shall not affect
the  Managers'  rights  and  liabilities  under this Agreement as a Member.  The
death  of  Managers  shall  act  automatically  as  a  resignation  as  Manager.

     SECTION  7.04.  REMOVAL.  Any  Manager  may be removed at any time, with or
without  notice,  only by the Initial Member appointing or electing such Manager
unless  otherwise  agreed  to  by  the  remaining  Initial  Member.

     SECTION  7.05.  VACANCIES.  Any  vacancy  that  may  occur in the office of
Manager  may  be  filled  by  the  Initial Member that appointed or elected such
Manager  unless otherwise agreed to by the Initial Members that are then Members
of  the  Company.  Any  Person  elected  to  fill  a


                                       10
<PAGE>
vacancy  is  elected to fill the unexpired term of the predecessor in office and
shall  hold  office  until the term expires (or until a successor is elected and
qualified).  Any Manager chosen to fill a position resulting from an increase in
the  number of Managers shall hold office until the next meeting of the Members.

     SECTION 7.06.  SALARIES.  Any salary or other compensation paid to Managers
of the Company shall be fixed from time to time by the Managers, and no Managers
are  prevented  from  receiving a salary by reason of the fact that the Managers
are  also  Members  of  the  Company.

     SECTION  7.07.  MEETINGS;  TELEPHONIC MEETING.  The Board of Managers shall
meet  no  less  frequently  than  quarterly  and  shall also meet at the written
request of any Manager delivered to the other Managers.  Any meeting may be held
by means of conference telephone or similar communications equipment by means of
which  all  Persons  attending the meeting can hear each other.  Attendance at a
telephonic  or  similar  meeting  shall  have  the  same effect as attendance in
person.

     SECTION  7.08.  QUORUM.  A  quorum for any meeting of the Board of Managers
shall  be  at  least  a  Majority  of  the  then  existing  Managers.

     SECTION  7.09.  UNANIMOUS VOTE OR CONSENT.  Except as expressly provided in
this  Agreement  or  required  by  the  Act,  all  decisions with respect to the
management  and  control  of the Company shall require the unanimous approval of
the  Managers and, if so approved, shall then be binding on the Company and each
Member  and  Manager.

     SECTION  7.10.  MEETING  NOT  REQUIRED FOR ACTION.  A formal meeting of the
Managers  shall  not  be  required  to  approve  or disapprove any action of the
Company  that  requires  Managers  approval.  Unless otherwise required to be in
writing  under this Agreement, any action that requires Managers approval may be
approved  through  an  oral vote (including a vote taken by telephonic means), a
written  ballot  of  the  Managers  or a unanimous written consent signed by the
Managers.  Approval  through  written  ballot shall constitute written approval.
To  the  extent  practical,  all  Managers actions and decisions approved by the
verbal  authorization  of the Managers should be noted in the Company's records.

     SECTION  7.11.  RELIANCE ON AUTHORITY BY THIRD PARTIES.  As to Persons that
are  not  a Party to this Agreement, the execution of any document or instrument
on  behalf  of  the  Company  by  any  one of the Managers shall be conclusively
presumed  to  be  an  action  of the Company that is authorized by the requisite
number  of  Members or Managers, as applicable.  Each Manager is appointed as an
agent  of  the Company for the purposes of executing all documents, instruments,
and  agreements  of  the Company, and all documents, instruments, and agreements
signed  by  any  one  Manager  bind  the Company as to third parties.  No Person
dealing  with any of the Managers need inquire into the validity or propriety of
any  document,  instrument,  or agreement executed in the name of the Company by
the  Managers  or  as  to the authority of the Managers to execute any document,
instrument,  or  agreement.

     SECTION  7.12.  MANAGERS'  POWERS.  In  addition  to  any  other rights and
powers  which  the  Managers  may  possess under this Agreement and the Act, the
Managers  shall,  except  as otherwise provided herein, have all specific rights
and  powers  required  or  appropriate  to  their


                                       11
<PAGE>
management  of the Company business which, by way of illustration but not by way
of  limitation,  may  include  the  following  rights  and  powers:

          (a)  To  cause  the  Company to engage in any activity and to execute,
     perform,  and  carry  out  contracts or agreements of any kind necessary or
     incidental  to  the accomplishment of any Company purposes and the business
     that may be lawfully carried on or performed by a limited liability company
     under  the  laws  of  the  State  of  Georgia;

          (b)  To  cause the Company to acquire by purchase, lease, exchange, or
     otherwise  any  Company asset or any property incidental to the purposes of
     the  Company;

          (c)  To cause the Company to grant options, licenses, and other rights
     with respect to any Company asset and enter into agreements with respect to
     the  use  or  operation  of  any  Company  asset;

          (d)  To  cause  the Company to borrow money and issue promissory notes
     and other evidence of indebtedness on behalf of the Company for any Company
     purpose, to secure the indebtedness by a mortgage, deed of trust, contract,
     pledge,  or  other encumbrance or lien on all or any Company assets, and to
     execute,  on  behalf  of  the  Company,  any  notes  or  other  evidence of
     indebtedness,  mortgage,  deed  of  trust,  contract,  pledge,  or  other
     encumbrance  or  lien;

          (e)  To cause the Company to pay, prepay, refinance, increase, modify,
     or extend, in whole or in part, any indebtedness affecting Company property
     and  to  execute  any  extensions  or  renewals  of indebtedness on Company
     assets;

          (f)  To  cause  the  Company to acquire and enter into any contract of
     insurance deemed necessary or appropriate for the protection of the Company
     or  its  assets  or  for  any other purpose convenient or beneficial to the
     Company;

          (g)  To  cause  the  Company  to  employ  agents, employees, managers,
     consultants,  accountants,  attorneys,  and  other  Persons  necessary  or
     appropriate to carry out the business and operations of the Company, and to
     pay  fees,  expenses,  salaries,  wages,  and  other  compensation to these
     Persons;

          (h)  To  cause  the  Company  to make or seek revocation of any of the
     elections  referred  to  in  the  I.R.C.;

          (i)  To  invest and reinvest, on behalf of the Company, Company funds;

          (j)  To  place record title to, or the right to use, Company assets in
     the  name  or names of a nominee or nominees or trustee or trustees for any
     purpose  convenient  or  beneficial  to  the Company for the benefit of the
     Company;

          (k)  To establish and maintain reserves for purposes and in amounts as
     deemed  appropriate  from  time  to  time;


                                       12
<PAGE>
          (l) To file actions, claims, petitions, and pleadings on behalf of the
     Company  in  any  state  or  federal  court, including in bankruptcy court;

          (m) To amend APPENDIX TWO from time to time to the extent necessary to
                       ------------
     reflect  accurately,  the  information  contained  therein;  and

          (n)  To  engage  in any kind of lawful activity, and perform and carry
     out  contracts  of  any kind, necessary or advisable in connection with the
     accomplishment  of  the  purposes  of  the  Company.

     SECTION 7.13.  RESTRICTIONS ON AUTHORITY.  Certain decisions of the Company
specifically enumerated herein are reserved to the approval of the Members under
the terms of this Agreement, and such decisions may not be made by the Managers,
including  but  not  limited  to  certain amendments to this Agreement except as
specified  in  Section  13.01.

     SECTION  7.14.  LIABILITIES  OF  ANY  MEMBER,  MANAGER  OR  OFFICER

          (a)  No  Member,  Manager  or Officer shall be liable, responsible, or
     accountable  in  damages or otherwise to any other Member, Manager, Officer
     or  the  Company  for  any  act  done  or omitted by the Member, Manager or
     Officer  within the scope of the authority conferred on the Member, Manager
     or  Officer  by  this  Agreement  or  by  law,  except  for  acts  of gross
     negligence,  deceit,  fraud, intentional misconduct, a knowing violation of
     law or of this Agreement or, in the case of a Manager or Officer, breach of
     the  fiduciary duty of the Manager or Officer for any transaction for which
     the  Manager  or Officer received a personal benefit in violation or breach
     of  any  provision  of  this  Agreement,  as  the  case  may  be.

          (b)  Each  Member's  liability  shall be limited to the fullest extent
     permitted  by  O.C.G.A  Section  14-11-303(a)  and other applicable law. In
     particular,  to  the fullest extent permitted by law, no Member, Manager or
     Officer  shall  be bound by, or have any personal liability for, whether to
     the Company, to any of the Members, to the Managers, the Officers or to the
     creditors  of  the  Company, the debts, liabilities, contracts or any other
     obligations  (including any judgments, decrees or orders of a court) of the
     Company  or  for  any losses of the Company or for the acts or omissions of
     any  other  Member, any Manager, any Officer or any other agent or employee
     of  the  Company,  except as set forth in this Agreement, the Act and other
     applicable  law.  The  previous  sentence,  however, shall not be deemed to
     limit  or prevent a Member from enforcing any Withdrawal Price Note against
     the  Company  or  an  applicable  Member.

          (c)  The  Managers, in their discretion, may procure at the expense of
     the  Company  an errors and omissions policy of insurance for the Managers,
     the  Members,  any  Officers of the Company and any other Persons permitted
     under  the  Act.

     SECTION  7.15.  COMPETING  ACTIVITIES  OF  MEMBERS,  MANAGERS AND OFFICERS.
During  the  term  of  the Company, any Member,  any Manager and any Officer may
engage in and possess an interest for its own account in other business ventures
of  every  nature and description, independently or with others, and neither the
Company  nor  any  Member,  Officer  or  Manager


                                       13
<PAGE>
shall  have,  by  virtue of this Agreement or otherwise, any right in and to the
independent  ventures  or  any  income  or  profits derived from the independent
ventures.

     SECTION  7.16.  COMPANY EXPENSES.  The Company shall be responsible for and
shall  pay  all  fees  and  expenses  relative  to  the operation of the Company
including,  without  limitation  or  duplication, (a) accounting fees, (b) legal
fees,  (c)  professional fees, (c) debt service on borrowed money, (d) taxes and
assessments  levied  on  all real and personal property, (e) insurance premiums,
(e)  costs  and  expenses  of acquiring and disposing of any Company assets, (f)
costs  and  expenses  relating to establishing and maintaining the Accounts, (g)
costs and expenses incurred in liquidating and dissolving the Company, (h) costs
of personnel employed or retained by the Company and involved in the business of
the  Company  including but not limited to salaries and/or fees that may be paid
to  Officers and Managers of the Company; (i) recording of documents relating to
Company  property; (j) expenses of organizing, revising, amending, converting or
modifying  the  Company; (k) costs of any accounting, statistical or bookkeeping
equipment necessary for the maintenance of the books and records of the Company;
(l) expenses and costs incurred in connection with Article VI; and (m) all other
costs  and  expenses  attributable  to  Company  operations.

     SECTION 7.17.  REIMBURSEMENT OF EXPENSES.  The Company shall pay any legal,
accounting,  and  other expenses incurred by any Member or Manager personally in
connection  with  the  organization  of  the  Company.

     SECTION  7.18.  TRANSACTIONS  WITH  ANY  MEMBER,  MANAGER,  OFFICER  OR
AFFILIATES.

          (a)  The  Company may enter into a transaction with a Member, Manager,
     Officer  or  an  Affiliate  of  a Member or a Manager if the transaction is
     specifically authorized by this Agreement or is consented to or approved by
     all  of the Managers in good faith after the material facts of the interest
     of  the  Member,  Manager,  Officer  or  Affiliate  in  the transaction are
     disclosed  to  or  known by the Managers and are fair to the Company at the
     time  of  the  undertaking  by  the  Company  or at the time the obligation
     becomes  binding  on  the Company, subject to the restrictions set forth in
     this  Section.

          (b)  The Company shall not make any loan to any Manager, Officer or an
     Affiliate thereof or a guaranty of an obligation of any Manager, Officer or
     an  Affiliate  thereof.

          (c) The provisions of O.C.G.A Section 14-11-307, as amended, shall not
     apply  to  the  Company.

     SECTION  7.19.  DUTIES  OF  THE  MANAGERS  AND  OFFICERS.  The Managers and
Officers  shall  devote  as  much  time  to  the  business  of the Company as is
necessary  to  carry  on  and  conduct  the  business  in  a  prudent  manner.

     SECTION  7.20.  MEMBERS  CONTROL.  No  Member, in such capacity, shall take
part in the control or management of the Company's business except to the extent
of  the  rights  and  powers  of  a  Member as established under this Agreement.
Unless  authorized  to do so by this Agreement, no Member, agent, or employee of
the Company shall have any power or authority to bind the Company in any way, to
pledge  its  credit,  or  to  render  it  liable  for  any  purpose.


                                       14
<PAGE>
These  limitations  on  Member  control and management are not applicable to the
Managers'  rights  to  take  part  in  the control or management of the Company.

                                  ARTICLE VIII

              ADMISSIONS, WITHDRAWALS, ASSIGNMENTS AND DISSOCIATION

     SECTION  8.01.  ADMISSION  AND  WITHDRAWAL  OF  MEMBERS.

          (a)  A  Person may be admitted to the Company as an Additional Member,
     may be a successor to part or all of the Interest of an existing Member, or
     may  become a Substituted Member only with the prior written consent of the
     Managers.  The  consent of any Manager to these matters may be withheld for
     any reason in the Manager's sole and absolute discretion. Upon (i) approval
     of  the admission of a Person as described in this Section; (ii) receipt of
     an executed signature page to this Agreement of such Additional Member or a
     Substitute  Member  (if such Person is not already a Member) agreeing to be
     bound  by  the  terms  and  conditions  hereof; (iii) receipt of such other
     documents  or  instruments  as  may  be  required in the discretion of each
     Manager in order to effect such Person's admission; and (iv) receipt of the
     Initial Contribution of such Person, if applicable, pursuant to Article III
     hereof,  the  Managers  shall  amend  APPENDIX  TWO  accordingly.
                                           -------------

          (b)  Any Member shall be permitted to make a Voluntary Withdrawal from
     the  Company  at any time. Notwithstanding the foregoing, the occurrence of
     any  Event  of  Withdrawal with respect to any Member shall be considered a
     withdrawal in violation of this Agreement and shall subject the withdrawing
     Member  to  damages  for  breach  of  this  Agreement.

          (c)  If  a Member withdraws from the Company and becomes a Withdrawing
     Member,  the  business  of  the Company shall be continued by the remaining
     Members, and the Company shall not be dissolved, liquidated and terminated.
     If  the  last  remaining  Member  becomes a Withdrawing Member, the Company
     shall be dissolved, liquidated, and terminated unless, within 90 days after
     the  last  remaining Member becomes a Withdrawing Member, all assignees (if
     any  exist under Section 8.03 below) of an Interest in the Company admit at
     least  one  Member  to  continue  the  business  of  the  Company.

     SECTION  8.02.  WITHDRAWAL  OF  A  MEMBER.

          (a)  A  Withdrawing  Member  shall  notify  (and  shall  have the sole
     responsibility  to notify) in writing the Managers and other Members of the
     Company  of  a  Voluntary  Withdrawal  or  an  Event  of  Withdrawal.

          (b)  If  a  Member  withdraws  from  the  Company  but  the Company is
     continued  pursuant  to  Section  8.01(c)  above, the Company shall have an
     option  to  purchase  the Interest of the Withdrawing Member upon the terms
     and  conditions  below. The option of the Company shall be exercisable upon
     approval  of  the  Managers.  The  option  of  the  Company  shall  remain
     exercisable  for  a  period  of  45  days  after  the  Company  receives


                                       15
<PAGE>
     written  notice  from the Withdrawing Member of the Voluntary Withdrawal or
     Event  of  Withdrawal.

          (c)  If  the  Company  fails  to exercise its option within the 45-day
     period described above, those Members who are not Withdrawing Members shall
     have  an additional 15 days to exercise the option to purchase the Interest
     of  the Withdrawing Member upon the terms and conditions below. To exercise
     the  option  to  purchase  the Interest of the Withdrawing Member, a Member
     shall  deliver  written  notice  to the Withdrawing Member. Any Member that
     exercises  the option to purchase the Interest of the Withdrawing Member is
     called  an "EXERCISING MEMBER." Notification by an Exercising Member to the
     Withdrawing  Member that the option rights granted under this paragraph are
     being  exercised  obligates  the Withdrawing Member to sell the Withdrawing
     Member's entire Interest in the Company and obligates the Exercising Member
     to  purchase  a  pro  rata share of the Interest of the Withdrawing Member.
     This  pro  rata  share  of  each  Exercising  Member  shall be equal to the
     quotient  derived  by  dividing  the  Percentage Interest of the applicable
     Exercising  Member by the total Percentage Interests of all non-Withdrawing
     Members;  however,  all  Exercising  Members may agree unanimously in their
     election  notice  to  purchase  the Interest of the Withdrawing Member on a
     different  basis.  If  the non-Withdrawing Members do not elect to purchase
     all of the Interest of the Withdrawing Member, the Exercising Members shall
     have  the  option  to purchase the remaining balance of the Interest of the
     Withdrawing  Member,  and each Exercising Member's portion of the remaining
     balance  shall  equal  the  quotient  derived  by  dividing  the Percentage
     Interest  of  the  applicable Exercising Member (i.e., an Exercising Member
     that  elects  to purchase all or a portion of the remaining balance) by the
     total  Percentage Interest of all Exercising Members that elect to purchase
     the  remaining  balance,  unless  the Managers otherwise unanimously agree.

          (d)  The  total  purchase  price  for  the Interest of the Withdrawing
     Member  ("WITHDRAWAL  PRICE")  shall  be  equal  to  the  payments that the
     Withdrawing  Member  would receive with respect to the Withdrawing Member's
     Interest  pursuant  to Section 10.01(b) if the Company assets were sold for
     cash  at  the  Company  Value,  the  Company immediately dissolved, and the
     assets  of the Company were applied and distributed in liquidation pursuant
     to  the provisions of Section 10.01. If the withdrawal is the result of the
     occurrence  of  an  Event  of Withdrawal, the total purchase price shall be
     reduced by any damages suffered by the Company as a result of such Event of
     Withdrawal.  If  the  entire Interest or any portion of the Interest of the
     Withdrawing  Member  is  purchased  by either the Exercising Members or the
     Company  or  both, the Company will release the Withdrawing Member from any
     future  obligations  that  the  Withdrawing  Member has to the Company as a
     Member.

          (e)  Unless otherwise agreed between the Withdrawing Member and all of
     the  Exercising  Members  or  Company,  as applicable, the Withdrawal Price
     shall  be  paid to the Withdrawing Member in 36 equal monthly installments,
     with  the  first installment due 30 days following the closing date for the
     sale.  If,  however,  the  Withdrawal  Price  for  the  Interest  exceeds
     $1,500,000,  excluding  interest,  the Company or any Exercising Member may
     elect  to pay all or any portion of the Withdrawal Price to the Withdrawing
     Member  in  up  to  60 equal monthly installments. The closing date for the
     purchase  of  a


                                       16
<PAGE>
     Withdrawing  Member's  Interest  shall  occur  on  the  date  agreed by the
     parties,  but  no  later  than  30  days  after  the latest notice from the
     Exercising  Members  or  the  Company  of  the  exercise of the option. The
     Withdrawal  Price  shall be evidenced by a separate promissory note (each a
     "WITHDRAWAL  PRICE  NOTE")  from  each  Exercising Member or the Company or
     both,  as  applicable,  and  in  the proportions described above, that: (i)
     shall  bear  interest  at  the Prime Lending Rate in effect on the date the
     last notice of exercise of the option is received by the Withdrawing Member
     plus  two percent; (ii) shall provide for acceleration of the due date upon
     default  in  the payment of any installment of principal and interest under
     the  applicable  note; and (iii) in the case of an Exercising Member, shall
     be  secured  by the Interest of the Withdrawing Member that is purchased by
     the  Exercising Members. The makers of the Withdrawal Price Note shall have
     the  option  to  prepay any portion of the principal and interest due under
     the  Withdrawal Price Note at any time without penalty, without notice, and
     with  interest  computed  only  to  the  date  of  prepayment.

          (f)  Any  Member  who  withdraws  from the Company as the result of an
     Event of Withdrawal shall: (i) cease to be a Member and shall be treated as
     an  assignee  of  the  Member's Interest under this Agreement; (ii) have no
     right  to  participate in the management of the Company or its business and
     affairs  or  to exercise any rights of a Member under this Agreement or the
     Act;  and  (iii) continue to share in distributions from the Company on the
     same  basis  as  if  it  had  not  withdrawn,  but  the  right  to  receive
     distributions  shall  be  deferred  until the liquidation of the Company in
     accordance  with  this Agreement and any damages to the Company as a result
     of  the  occurrence  of the Event of Withdrawal shall be offset against the
     amounts  otherwise  distributable  to  the Withdrawing Member. The right to
     share  in distributions granted in this subsection are in lieu of any right
     the  Withdrawing Member may have under the Act to receive a distribution or
     payment  of  the  fair  value  of  the Withdrawing Member's Interest in the
     Company.

     SECTION  8.03.  ASSIGNMENT  OF  MEMBER'S  INTEREST.

          (a)  Notwithstanding  anything  in  this Agreement to the contrary, no
     Member is permitted to Assign any Interest in the Company to any Person who
     is  not  a  Member  in the Company without the prior written consent of the
     Managers  or pursuant to this Section. A Dissociation of a Member shall not
     be  considered  an  Assignment  pursuant  to  the  terms of this Agreement.

          (b)  A  Member  ("SELLING MEMBER" or "ASSIGNING MEMBER") may Assign an
     Interest  in  the  Company  only  if  the  Interest is first offered to all
     non-assigning  Members  and  the Company upon the same terms and conditions
     offered  by  a  bona fide prospective purchaser ("RIGHT OF FIRST REFUSAL").

          (c)  Any  offer  to  the  non-assigning  Members and the Company under
     Section  8.03  shall  be  made  not less than 60 days prior to the proposed
     Assignment of the Interest. The Selling Member shall deliver written notice
     of  the  offer to the non-assigning Members and the Company, and the notice
     shall  contain all of the terms, conditions, and provisions of the proposed
     Assignment  including  the  name  and  address  of


                                       17
<PAGE>
     the proposed Assignee ("PURCHASE OFFER"). The Right of First Refusal may be
     exercised by the non-assigning Members at any time within 45 days after the
     Member  receives  the  Purchase  Offer.

          (d)  To exercise a Right of First Refusal, a non-assigning Member must
     deliver  to the Managers, the Selling Member and each other Member a notice
     ("PURCHASE  NOTICE")  advising  that  the  Member  ("PURCHASING MEMBER") is
     exercising  its  Right  of First Refusal to purchase all, but not less than
     all,  of  the  Selling  Member's  Interest in the Company. If more than one
     non-assigning  Member  delivers  a  Purchase Notice, each Purchasing Member
     shall  be obligated to purchase that portion of the Interest of the Selling
     Member  that  is  equal  to the quotient derived by dividing the Percentage
     Interest  of  an  applicable  Purchasing  Member  by  the  total Percentage
     Interest  of  all  Purchasing  Members.

          (e)  If  none  of  the  Members  elect  to exercise the Right of First
     Refusal  within  45 days after receipt of the offer, the Company shall have
     an  additional  15  days  to  exercise  the  option  to purchase the entire
     Interest  of  the  Selling  Member  by  delivery  of a Purchase Notice. Any
     decision  of  the  Company  to elect to exercise its Right of First Refusal
     shall  be  made  by  the Managers, not counting the Voting Interests of the
     Manager  if  such  Manager  is  also  a  Selling  Member.

          (f)  No  Selling Member shall be required to Assign any portion of its
     Interest  to  the  non-assigning  Members  or  the  Company  unless  the
     non-assigning  Members and the Company, individually or collectively, agree
     to  purchase  all  of  the  Selling  Member's  Interest  in  the  Company.

          (g)  Delivery  of  the Purchase Notice to the Selling Member by either
     the  Purchasing  Members  or  the  Company  shall  bind  contractually  the
     Purchasing  Members  or the Company, as applicable, to purchase the Selling
     Member's  entire Interest on the same terms and conditions set forth in the
     Purchase  Offer  and  shall bind the Selling Member to sell on these terms.
     The  sale shall occur not later than 30 days following delivery of the last
     Purchase  Notice.

          (h) If neither the Members nor the Company exercise the Right of First
     Refusal  on  the  Interest  of the Selling Member in the Company within the
     time  provided  above,  the  Selling  Member may Assign its Interest to the
     Person  making  the  bona fide offer, upon the price, terms, and conditions
     specified in the Purchase Offer. If the Interest is not Assigned within the
     time periods and on the same terms and conditions specified in the Purchase
     Offer,  the  Interest  shall continue to be subject to all of the terms and
     conditions  of  this Agreement, including, without limitation, the Right of
     First Refusal option set forth above. The purchaser of the Selling Member's
     Interest,  however,  shall  become a Substituted Member only if approved by
     the  Members. If the purchaser is not admitted as a Substituted Member, the
     purchaser:  (i)  shall  be  treated  as an assignee of the Selling Member's
     Interest  (as  provided  for  under  the  Act); (ii) shall have no right to
     participate  in  the business and affairs of the Company or to exercise any
     rights  of  the  Selling  Member under this Agreement or the Act; and (iii)
     shall  share  in  Distributions


                                       18
<PAGE>
     from  the Company with respect to the Selling Member's Interest on the same
     basis  as  the  Selling  Member.

     SECTION  8.04.  RESTRICTIONS  ON  CONSENT TO ASSIGNMENT AND SUBSTITUTION OF
     MEMBERS.

          (a)  No  Manager  may  consent  to  any Assignment of any Interest if:

               (i)  The  Assignment  would  result in the close of the Company's
          taxable  year  with  respect  to  all  Members  and termination of the
          Company  within  the  meaning  of I.R.C. Sec. 708(b)(1)(B), unless the
          Assignment  is  consented  to  by  all  the  Members;

               (ii)  The  Assignment  is  not  in conformity with any applicable
          provisions  of  the  federal  and  state  securities  laws;

               (iii)  The  assignee of a Member refuses to execute a counterpart
          of  this  Agreement  and  any  other  documents  or instruments as the
          Managers  may  require  in  their discretion, reasonably exercised, to
          protect  the  interests  of the Company and the non-assigning Members;

               (iv) The assignee of a Member refuses to provide the Company with
          those  opinions  of  counsel  as  the  Managers  may  request in their
          discretion  reasonably  exercised;

               (v)  The  assignee  of a Member refuses to assume all obligations
          that  the  Selling  Member  has to the Company under the terms of this
          Agreement;  or

               (vi)  The assignee of a Member is not financially capable, in the
          opinion of the Managers, of assuming the obligations of a Member under
          this  Agreement.

          (b)  No  assignee  of  an  Interest  shall  have the right to become a
     Substituted  Member  in  place  of  the Selling Member unless the following
     conditions  are  satisfied:

               (i)  A  duly  executed  and  acknowledged  written  instrument of
          Assignment  is filed with the Company specifying the Interest Assigned
          and  setting  forth  the  intention  of  the  Selling  Member that the
          assignee  succeed  to the assignor's Interest as a Substituted Member;

               (ii)  The Selling Member and assignee execute and acknowledge all
          other  instruments  as the Managers may deem necessary or desirable to
          effect  the  substitution,  including, without limitation, the written
          acceptance  and  adoption  by  the  assignee of the provisions of this
          Agreement  and the assumption of all obligations of the Selling Member
          to  the  Company  under  the  terms  of  this  Agreement;

               (iii)  The written consent of the Managers (excluding any Manager
          that  is  an  assigning  Member)  to the substitution is obtained (the
          grant  or  denial  of


                                       19
<PAGE>
          which shall be within the sole and absolute discretion of the Managers
          (excluding  any  Manager  that  is  an  assigning  Member);  and

               (iv) The requirements for the Right of First Refusal described in
          Section  8.03  have  been  met  or  waived  by  unanimous  consent.

     SECTION  8.05.  EFFECT  OF  ASSIGNMENT.

          (a)  Any assignee shall not, by virtue solely of an Assignment, become
     a  Substituted Member in the Company without compliance with the provisions
     of this Agreement. Further, any assignee that does not become a Substituted
     Member  shall  not  have any right to act as a Member under this Agreement,
     but  shall  have  only  the  rights  of  an  Economic  Interest  Owner.

          (b)  Until  the Assignment of an Interest has been consented to by the
     Managers,  the Assignment shall be void as to each non-assigning Member and
     the  Company,  and the Assigning Member of the Interest shall be treated as
     the  absolute  owner  of the Interest and shall continue to have the rights
     and  duties  of  a  Member.

          (c)  If  the  Managers  consent  to  the Assignment of any Interest in
     accordance  with  this  Agreement,  the  Interest  of the assignee shall be
     reflected upon the books of the Company. All costs and expenses incurred by
     the Company in connection with the Assignment of any Interest shall be paid
     by  the  Selling  Member.

     SECTION  8.06.  DISSOCIATION.  If a Member (i) who is an individual dies or
becomes disabled, or if a court of competent jurisdiction adjudges him/her to be
incompetent  to  manage  his  or her person or his or her property, the Member's
executor, administrator, guardian, conservator or other legal representative may
exercise  all  of  the  Member's rights and receive the benefits of the Member's
Interest  for  the  purpose of settling the Member's estate or administering the
Member's  property,  or  (ii)  is  a  corporation,  trust,  partnership, limited
liability  company or other entity and is dissolved or terminated or an assignee
thereof  under  law,  the  powers  of  that Member may be exercised by its legal
representative  or  successor;  provided,  however,  that,  except to the extent
required  by applicable law, any of the foregoing successors (A) shall have only
the  rights of an Economic Interest Owner, (B) shall not be considered a Member,
and  (C)  shall  not  have  any  right  to  Vote or to give or withhold consent,
agreement or approval with respect to any matter on which a Member might Vote or
give  or  withhold  consent,  agreement  or  approval.

                                   ARTICLE IX

                          DISSOLUTION, LIQUIDATION, AND
                           TERMINATION OF THE COMPANY

     SECTION  9.01.  EVENT  OF DISSOLUTION.  The Company shall be dissolved upon
the  occurrence  of  any  Event  of  Dissolution.

     SECTION  9.02.  NOTICE,  PUBLICATION AND FILING.  As soon as possible after
the  occurrence of an Event of Dissolution, an appropriate representative of the
Company  shall  comply  with  all


                                       20
<PAGE>
of  the  requirements  of the Act related to notification, publication or filing
required  for  an  impending  dissolution and winding up of the Company, and the
Company  then shall be liquidated as soon as practicable in accordance with this
Agreement  and  the  Act.

     SECTION  9.03.  LIQUIDATION  AND  TERMINATION.  Dissolution  of the Company
shall  be  effective  from the day on which the Event of Dissolution occurs, but
the  Company  shall  not  terminate  until  its  assets have been distributed in
liquidation  in  accordance with this Agreement and the Act and a certificate of
termination  has  been  filed  with the Georgia Secretary of State or until such
separate  existence  is  otherwise  terminated  as  provided in the Act or other
applicable  law.  Upon  the  dissolution  of  the  Company  and  prior  to  its
termination,  the  Company  shall  cease  to  carry  on  its business, except as
necessary  for  the  winding up of its affairs or to complete transactions begun
but  not  then  finished,  and the business and the affairs of the Members shall
continue  to  be  governed  by  this  Agreement.

                                    ARTICLE X

                    ACCOUNTING ON DISSOLUTION AND LIQUIDATION

     SECTION  10.01.  WINDING  UP  AND  LIQUIDATING  DISTRIBUTIONS.

          (a)  Following the dissolution of the Company, the Company shall cease
     to  carry  on  its  business  except  to the extent required to wind up the
     affairs of the Company's business or to complete transactions begun but not
     then  finished, but the Company's separate existence shall continue until a
     certificate  of  termination  has  been filed with the Georgia Secretary of
     State  or until such separate existence is otherwise terminated as provided
     in the Act or other applicable law. Upon the dissolution of the Company and
     to the extent determined to be appropriate by the Managers, (i) all Company
     receivables  and  payables  shall  be liquidated and cash reserves shall be
     established  for  the  payment  of unliquidated liabilities and all Company
     assets  shall  be  sold  and  (ii)  the Managers may deliver to the Georgia
     Secretary  of State for filing a statement of commencement of winding up as
     contemplated  under the Act. As soon as practicable after these events, the
     then  remaining  assets  of  the Company shall be distributed in the manner
     provided below. The Company thereafter shall be terminated upon fulfilling,
     as  soon  as  reasonably  practicable,  the  statutory  requirements  for
     completing the dissolution, winding up, liquidation, and termination of the
     Company.

          (b)  Upon  liquidation  of  the  Company,  as  defined  in  T.R.  Sec.
     1.704-1(b)(2)(ii)(g),  all  assets (including cash) of the Company shall be
     distributed  and applied in the following order of priority, subject to all
     requirements  of  the  Act  for  payment  or  discharge  of  liabilities:

               (i)  To  discharge, make provision to discharge or dispose of, as
          provided  in  the  Act,  all  liabilities  of the Company (except with
          respect  to Managers or Members), in the order of priority provided by
          law  (except, however, indebtedness secured by any Company assets that
          may  continue  in  effect);


                                       21
<PAGE>
               (ii)  To pay, pro rata, the Members and the Managers for loans or
          similar  payables  owed  to  them  by  the  Company;  and

               (iii)  To  pay  the  Members  with  positive  Capital Accounts in
          accordance with the ratio of their Capital Accounts, until all Capital
          Accounts  are  zero;  and

               (iv)  To  pay  the  Members  in  accordance with their Percentage
          Interests.

          (c)  The  Managers,  their  designees (if any) and other Members shall
     comply  with  all  applicable  laws  pertaining  to  the  winding up of the
     business  and  affirs  of  the  Company and the distribution of its assets.

     SECTION  10.02.  ALLOCATION  OF  PROFIT  AND  LOSS.  Notwithstanding  any
provision  to  this  Agreement  to  the contrary, Profits or Losses realized (or
treated  as being realized) upon the liquidation and dissolution of the Company,
as  defined  in  T.R.  Sec. 1.704-1(b)(2)(ii)(g), and each item of income, gain,
loss, deduction, and credit recognized upon liquidation of the Company, shall be
allocated  in  the  same  manner  as  provided  in  Article V of this Agreement.

     SECTION  10.03.  DISTRIBUTION OF INSTALLMENT NOTES.  The Members understand
that  liquidation  of the Company may require that assets held by the Company be
sold  on  a  deferred  payment  basis  and  that, in this event, the purchaser's
obligations  to  make  the  deferred  payments  shall  be evidenced by a secured
promissory  note.  If  any  assets  are  distributed to the Members in kind upon
liquidation  of  the  Company  pursuant  to  the provisions of this Article, the
assets  shall  be  distributed  on the basis of their fair market value, and any
Person entitled to any interest in the assets will receive interest in the asset
as  a  tenant-in-common  with  all  other  entitled  Members,  unless  the agree
otherwise.  The  fair  market  value  of  the  assets  shall be determined by an
independent  appraiser  to  be  selected  by  the  Managers.

     SECTION  10.04.  NO  RIGHT  TO  PARTICULAR  ASSETS.  Each Member shall look
solely  to  the assets of the Company for the return of its Contributions to the
capital  of  the  Company and the repayment of its loans to the Company, and, if
the  Company  assets  remaining  after the payment or discharge of the debts and
liabilities  of  the  Company  are insufficient to return the investment of each
Member, no Member shall have recourse against any other Member.  No Member shall
have  any  right to demand or receive property other than cash upon dissolution,
liquidation,  and  termination  of  the  Company  or to demand the return of its
Contributions  to  the capital of the Company prior to dissolution, liquidation,
and  termination  of  the  Company.  Any  property  distributed  in  kind  in  a
liquidation  shall  be  valued  and treated as though the property were sold and
cash  proceeds  distributed.

     SECTION  10.05.  CERTIFICATE  OF TERMINATION.  When all debts, liabilities,
and  obligations  have  been  paid  and  discharged  or disposed of, or adequate
provisions  have  been  made therefor in accordance with the requirements of the
Act,  and  all of the remaining property and assets have been distributed to the
Members and when any other statements required therein can truthfully be made, a
certificate  of termination shall be delivered to the Georgia Secretary of State
for  filing,  as  contemplated  by  O.C.G.A.  Section  14-11-610,  as  amended.

     SECTION  10.06.  EFFECT  OF  FILING  CERTIFICATE  OF TERMINATION.  Upon the
filing of the certificate of termination or completion of any other requirements
for  winding  up  and


                                       22
<PAGE>
termination  under the Act, the existence of the Company shall cease, except for
the  purpose  of suits, other proceedings, and appropriate action as provided in
the  Act.  Any  Member  shall  have authority to distribute any Company property
discovered  after dissolution, convey real estate, and take such other action as
may  be  necessary  on  behalf  of  and  in  the  name  of  the  Company.

                                   ARTICLE XI

                         MEETINGS AND ACTION BY MEMBERS

     SECTION  11.01.  ANNUAL  AND  SPECIAL  MEETINGS.  An  annual meeting of the
Members may be held at any time as determined by the Managers.  Special meetings
of  the  Members may be called from time to time by the Managers or the Members.

     SECTION  11.02.  NOTICE  OF  MEETINGS.  Unless  waived  by the Members, the
notice  of  any meeting shall be given in writing at least 10 days in advance of
the  time  and place set.  Notice of any meeting shall state the date, time, and
place  of  the  meeting and the general purpose for which the meeting is called.
Notice  of  any meeting shall be sent to each Member shown on the records of the
Company,  at  the  respective  address  shown.

     SECTION 11.03.  LOCATION OF MEETINGS.  Meetings of Members shall be held at
any  place  within  or  without  the State of Georgia designated by the Board of
Managers.  In  the  absence  of any such designation, Members' meetings shall be
held  at  the  principal  office  of  the  Company.

     SECTION  11.04.  TELEPHONIC  MEETINGS.  Any meeting may be held by means of
conference  telephone  or similar communications equipment by means of which all
Persons  attending  the meeting can hear each other.  Attendance at a telephonic
or  similar  meeting  shall  have  the  same  effect  as  attendance  in person.

     SECTION  11.05.  QUORUM.  The  presence in person or by proxy of all of the
Members shall constitute a quorum; however, if there is no quorum, a Majority of
the  Members  so  present  or so represented may adjourn the annual meeting from
time to time without further notice, until a quorum is present.  Attendance at a
meeting shall constitute a waiver of any right to receive notice of the meeting.

     SECTION  11.06.  MEMBERS ENTITLED TO VOTE.  The Members entitled to vote at
any  meeting  of  the  Company  shall be the Persons appearing as Members on the
books  and  records  of  the  Company on the day prior to the date notice of the
meeting  was  delivered,  or, if notice of the meeting is not given, the Persons
appearing  as Members on the books and records of the Company on the date of the
meeting.  A  Member  shall  be  entitled  to cast a number of votes equal to the
Member's Voting Interest.  A Member who is in default under this Agreement shall
not  be  entitled  to  vote  on any matter, so long as the default continues and
remains  uncured.

     SECTION  11.07.  UNANIMOUS  VOTE  OR  CONSENT.  Unless  expressly  provided
herein,  any matter to be approved by the Members shall require a unanimous vote
or  consent  of  the  Members.

     SECTION  11.08.  PROXIES.  Each  Member may authorize any Person or Persons
to  act  for the Member by proxy in all matters in which a Member is entitled to
participate,  whether  by


                                       23
<PAGE>
waiving  notice  of  any meeting or voting or participating at a meeting.  Every
proxy  must  be  in  writing and signed by the Member or an attorney-in-fact and
shall  be  revocable  at  the  direction  of  the  Member  executing  it.

     SECTION  11.09.  MEETING  NOT REQUIRED FOR ACTION.  A formal meeting of the
Members shall not be required to approve or disapprove any action of the Company
that requires Member approval.  Unless otherwise required to be in writing under
this Agreement, any action that requires Member approval may be approved through
an  oral  vote (including a vote taken by telephonic means), a written ballot of
the  Members  or  a  unanimous  written consent signed by the Members.  Approval
through  written  ballot  shall  constitute  written  approval.  To  the  extent
practical, all Member actions and decisions approved by the verbal authorization
of  the  Members  should  be  noted  in  the  Company's  records.

     SECTION  11.10.  APPOINTMENT  OF  THE  MANAGERS  AS  ATTORNEY-IN-FACT.

          (a) Each Member, concurrently with the execution or written acceptance
     and  adoption  of the provisions of this Agreement, grants to the Managers,
     with  full power of substitution, a special power of attorney by which each
     of  the  Managers  are  irrevocably  constituted and appointed the true and
     lawful  attorney  for each Member, with full power and authority to act for
     him or her in his or her name, place, and stead, and for his or her use and
     benefit,  to  execute,  acknowledge, deliver, swear to, file, and record at
     the  appropriate  public  offices  all  documents and instruments as may be
     necessary  or  appropriate  to  carry  out  any  and all provisions of this
     Agreement  and  do  any  and  all  acts specified below, including, without
     limitation,  to:

               (i)  Execute  on  behalf  of  any  Member  all  amendments  and
          restatements to this Agreement that are adopted in accordance with the
          terms  of  this  Agreement and all other instruments or documents that
          the  Managers  deem  necessary  or  appropriate  to  form, qualify, or
          continue  the  Company  as  a  limited  liability  company  in  the
          jurisdictions  in  which  the Company may conduct business or in which
          the  formation,  qualification,  or continuation is, in the opinion of
          the  Managers,  necessary  to  protect  the  limited  liability of the
          Members  or  is  permitted  under  the  terms  of  this  Agreement;

               (ii)  Execute  on  behalf  of  any Member any other instrument or
          document  that  may  be required to be executed, recorded, or filed by
          the  Company  or  any  Member  under state or federal law or which the
          Managers  deem  advisable  to  execute,  record,  or  file;

               (iii) Execute on behalf of any Member all conveyances, contracts,
          and other documents or instruments that the Managers deem necessary or
          appropriate  carry  on  the  business  of  the  Company,  effect  the
          dissolution  and  termination  of  the  Company,  sell,  exchange,  or
          otherwise  dispose  of  all or part of the Company assets, or to carry
          out  any  provisions  of  this Agreement, so long as the foregoing are
          adopted  in  accordance  with  the  terms  of  this  Agreement;


                                       24
<PAGE>
               (iv)  Act  as  the agent of any Member and any Withdrawing Member
          for  the  purpose  of  executing,  delivering,  and filing any and all
          documents  required  to  be  executed,  delivered,  or  filed  by  the
          Withdrawing Member to effect the Assignment of the applicable Member's
          Interest  to  the  Company or any other Person under the provisions of
          this  Agreement,  and  execute  and  deliver  any  and  all  documents
          necessary to effect the Assignment of a Withdrawing Member's Interest;

               (v)  Execute  and  file  on  behalf  of  any Member any documents
          necessary  to  perfect  any  security  interest  granted  by  a Member
          pursuant  to  this  Agreement;

               (vi) File any petition in any court, including a petition seeking
          protection  under  the  federal  bankruptcy  laws,  on  behalf  of the
          Company;  and

               (vii)  Execute  any  document  or  instrument,  on  behalf of any
          Member,  that  is necessary, in the judgment of the Managers, to carry
          out  any  provision  of  this  Agreement.

          (b)  This  special  power  of  attorney  is  a  power  coupled with an
     interest, is irrevocable, and shall survive the Incapacity or Bankruptcy of
     any  Member granting the power of attorney and the Assignment of all or any
     part  of  any Interest of the Member (except that, if the assignee has been
     approved for admission to the Company as a Substituted Member, the power of
     attorney  of  the  Assigning  Member shall survive the Assignment until the
     assignee  is  admitted  to  the  Company  as  a  Substituted Member and all
     required  documents  and instruments are duly executed, filed, and recorded
     to effect the substitution). The acts of any Manager pursuant to this power
     of  attorney  are  binding upon each Member, as if the act were done by the
     Member.  If  there is any conflict between the provisions of this Agreement
     and  any  document executed or filed by any Manager pursuant to the special
     power  of  attorney,  the  terms of this Agreement govern in all instances.

          (c) This special power of attorney may be exercised only by the entire
     Board  of  Managers.

                                   ARTICLE XII

                               OFFICER PROVISIONS

     SECTION  12.01.  NUMBER,  TITLE  AND  QUALIFICATIONS.  The  officers of the
Company  ("OFFICERS")  shall  be  chosen  by  the  Board  of  Managers and shall
initially  include  a  CEO  (as  defined  below), a President, an Executive Vice
President,  a  Secretary and a CFO (as defined below).  The Officers may include
such  additional  Officers  as  the  Managers may determine from time to time by
resolution.  Any  two  or  more  offices  may  be  held by the same Person.  The
Officers  may  be,  but  are  not required to be, Managers.  Each Officer of the
Company  shall  hold  office  until  his  or her death, voluntary resignation or
removal  by  the Managers.  If the office of any Officer becomes vacant, for any
reason,  the  vacancy  shall  be  filled  by  the  Managers.


                                       25
<PAGE>
     SECTION  12.02.  POWERS.  The  Officers  shall  exercise  and  perform  the
respective  powers,  duties  and  functions  as  are stated below, and as may be
assigned  to  them  by  the  Board  of  Managers.

     SECTION  12.03.  INITIAL  OFFICERS.  The Officers set forth in APPENDIX TWO
                                                                    ------------
are  hereby  appointed by the Board of Managers to serve as the initial Officers
of  the  Company.

     SECTION  12.04.  CHIEF  EXECUTIVE  OFFICER.  The  Chief  Executive  Officer
("CEO")  shall  be the Chief Executive Officer of the Company, having all powers
and  performing  all  duties  appropriate  to the capacity and as may be further
designated  by  the Managers.  The CEO may sign, with the Secretary or any other
proper  officer  of the Company authorized by the Manager, any deeds, mortgages,
bonds,  contracts  or other instruments which the Managers have authorized to be
executed  in the name of and on behalf of the Company, except in cases where the
signing and execution thereof shall be expressly delegated by the Managers or by
this Agreement or by statute to some other Officer or agent of the Company, and,
in  general,  the CEO shall perform all duties incident to the office of the CEO
and  such  other  duties as may be prescribed by the Managers from time to time.

     SECTION  12.05.  PRESIDENT.  The President shall be the principal operating
officer  of  the  Company,  shall  have general authority to execute and deliver
documents  on  behalf  of  the  Company  and  shall  have  such other duties and
responsibilities  as  may  be  prescribed  by  the  Managers  from time to time.

     SECTION  12.06.  EXECUTIVE  VICE  PRESIDENT.  In the absence of the CEO and
the  President, any Executive Vice President shall perform the duties of the CEO
and  the  President  and, when so acting, shall have all of the powers of and be
subject  to  all  of  the  restrictions  upon  the  CEO  and the President.  The
Executive  Vice  President  shall have such other duties and responsibilities as
may  be prescribed by the CEO, the President and the Managers from time to time.

     SECTION  12.07.  SECRETARY.  The  Secretary  shall  keep the minutes of the
meetings  of the Members and the Managers in one or more books provided for that
purpose; give all notices in accordance with the provisions of this Agreement or
as required by law; be custodian of the corporate records of the Company; keep a
register  of  the  postal  address  of  each  Member  and Manager which shall be
furnished  to  the Secretary by each Member; and, in general, perform all duties
incident  to  the office of Secretary and such other duties as from time to time
may  be  assigned  to  the  Secretary  by  the  CEO  or  by  the  Managers.

     SECTION  12.08.  CHIEF FINANCIAL OFFICER.  If required by the Managers, the
Chief  Financial Officer ("CFO") shall give a bond for the faithful discharge of
his  or  her duties in such sum and with such surety or sureties as the Managers
shall  determine.  The  Company shall pay for such bond from its own funds.  The
CFO  shall  have  charge  and  custody of, and be responsible for, all funds and
securities  of the Company; receive and give receipts for moneys due and payable
to  the  Company  from any source whatsoever, and deposit all such moneys in the
name of the Company in such banks, trust companies and other depositories as may
be  selected  in accordance with this Agreement; and, in general, perform all of
the  duties  incident to the office of CFO and such other duties as from time to
time  may  be  assigned  to  him  or  her  by  the  CEO  or  by  the  Managers.


                                       26
<PAGE>
     SECTION  12.09.  ASSISTANT  TREASURERS  AND  ASSISTANT  SECRETARIES.  If
required  by  the  Managers,  the  Assistant Treasurers shall give bonds for the
faithful  discharge  of  their duties in such sums and with such sureties as the
Managers  shall  determine.  The Assistant Treasurers and Assistant Secretaries,
in general, shall perform such duties as shall be assigned to them by the CFO or
the  Secretary,  respectively,  or  by  the  CEO  or  the  Managers.

     SECTION  12.10.  ADDITIONAL OFFICERS.  The Managers shall have the power to
appoint  individuals  to  serve  as Officers of the Company with such powers and
duties,  and upon such terms and conditions, as the Mangers shall determine from
time  to  time,  including  a  Chief  Technical  Officer and a Chief Information
Officer.  Each  additional  Officer  shall  hold  office until his/her successor
shall  be  duly  designated and shall qualify or has been transferred to another
role in the Company, until death, or until his/her resignation or removal by the
Managers

     SECTION  12.11.  COMPENSATION  OF  OFFICERS.  The  Officers  of the Company
shall  receive  such  compensation, expense reimbursement and other remuneration
for their services as Officers of the Company as may be established from time to
time  by  the  Managers.

     SECTION 12.12.  RESIGNATION AND REMOVAL.  An Officer may resign at any time
by  giving  written  notice to the Managers.  Such resignation is effective when
the  notice  is  received  by  the  Manager  unless the notice specifies a later
effective date.  Any Officer may be removed at any time with or without cause by
the  Managers.  Such  removal does not affect the contractual rights, if any, of
the  Company  or of the Officer so removed.  The appointment of an Officer shall
not  in  itself  create  any  contractual  rights.

     SECTION  12.13.  VACANCIES;  INCAPACITY.  A  vacancy in any office, however
occurring,  may  be filled by the CEO with unanimous concurrence of the Managers
for  the  unexpired  portion  of the Officer's term.  If an Officer is unable to
fulfill  his/her  duties  due to illness or other incapacity, the CEO shall have
the  authority  to  appoint an individual who shall fulfill the duties and shall
exercise  all  of  the  rights  and  powers  of the incapacitated Officer during
his/her  incapacity.

     SECTION  12.14.  DUTIES  TO  THE  COMPANY.  Except  as  expressly  provided
herein,  each  Officer of the Company shall have the same duties and obligations
to  the  Company  as  a  Manger.

                                  ARTICLE XIII
                        AMENDMENTS AND GENERAL PROVISIONS

     SECTION  13.01.  AMENDMENTS.  The  Articles  of Organization of the Company
and  this  Agreement may be amended only by the unanimous written consent of the
Members.  The  Members  or  Managers shall execute, when required by law or this
Agreement, all amendments of the Articles of Organization and this Agreement and
do  all filings, recordings, and other acts as may be appropriate to comply with
the  operation of the Company under Georgia law.  Notwithstanding the foregoing,
the  information  in  APPENDIX  TWO  shall  be adjusted from time to time by the
                      -------------
Managers  to  the  extent  necessary  to  reflect  accurately,  the  information
contained  therein, without further action by the Members and this Agreement may
be  amended  by  the  Managers without consent of the Members (a) to correct any
error,  (b)  to  cure  any  ambiguity  or


                                       27
<PAGE>
(c)  to  convert  or  supplement  any  provision in a manner consistent with the
intent  of  this  Agreement.

     SECTION  13.02.  NOTICES.  Except  as otherwise required by law, any notice
required  or permitted under this Agreement must be in writing and must be given
either:  (i)  by  personal  delivery;  (ii)  by  United  States  certified mail,
return-receipt  requested, postage prepaid, and properly addressed; (iii) by any
private  overnight, "same day", or "next-day" delivery service, delivery charges
prepaid  with  proof  of  receipt;  or  (iv) by facsimile machine or telecopier.
Notice  sent  in any of the manners set forth above must be addressed or sent to
the Member at the addresses or facsimile phone numbers on record for the Member.
Any  party  may  change  its  address  or  facsimile  number for the purposes of
delivery  and receipt of notices by advising all other parties in writing of the
change.  Notice  delivered in one of the foregoing manners shall be deemed to be
received: (I) on the date of delivery, if personally delivered; (II) on the date
which is two days after deposit in the United States mail, if given by certified
mail;  (III) on the day after deposit with an express delivery service, if given
by overnight, "same day", or "next-day" delivery service; or (IV) on the date of
transmittal,  if  given  by  facsimile machine or facsimile.  No notice shall be
deemed  effective  unless  sent  in  one  of  the  manners  described  above.

     SECTION  13.03.  WAIVER  OF  PARTITION.  Each Member irrevocably waives any
right to partition or the right to take any other action that might otherwise be
available  to  the  Member for the purpose of severing its relationship with the
Company  or  its  Interest in the Company from the Interest of the other Members
until  the  dissolution  of  the  Company.

     SECTION  13.04.  MEMBER'S  REPRESENTATIONS.  Each Member, by executing this
Agreement,  represents  that:

          (a)  The  Member  is acquiring the Interest in the Company for its own
     account  and not for the account of any other and as a long-term investment
     and  does  not have any current intention or know of any circumstances that
     might  require  the  Assignment  of  any  portion  or  all of the Interest;

          (b)  The  Interests  in  the  Company  may not be Assigned without the
     consent  of  the Managers and have not been registered under the Securities
     Act  of  1933  as amended, and the Company has no obligation to so register
     the  Interests;  and

          (c)  The Member has either had access or has been provided with, prior
     to  acquiring  the  Interest  in  the Company, the same kind of information
     regarding  the  Company  as  required  by  Regulation D, promulgated by the
     Securities  and  Exchange  Commission  under  the Securities Act of 1933 as
     amended.

     SECTION  13.05.  INDEMNIFICATION.

          (a) The Company shall indemnify and hold harmless each Member, Officer
     and  Manager  for,  from,  and  against all loss, damages, liabilities, and
     expenses  incurred by any Member, Officer or Manager arising out of acts or
     omissions  committed  or  alleged  to have been committed while acting as a
     Member,  Officer or Manager for or on behalf of the Company, except for (i)
     fraudulent  or grossly negligence acts or omissions of a Member, Manager or
     Officer;  (ii)  deceitful,  intentional  misconduct,  a  knowing


                                       28
<PAGE>
     violation  of law or of this Agreement or (iii) in the case of a Manager or
     Officer,  any  act or omission committed in breach of the fiduciary duty of
     the Manager or Officer for any transaction for which the Manager or Officer
     received a personal benefit in violation or breach of any provision of this
     Agreement.  Any  indemnification  extended  pursuant to the above-provision
     shall  be  paid  from,  and  limited  to, the assets of the Company, and no
     Member,  Officer  or  Manager  shall  have  any  personal liability for the
     indemnification.

          (b)  A  Member,  Officer or Manager shall remain liable to the Company
     (and  shall  not  be  entitled  to  any indemnification or defense from the
     Company)  for  all  acts  or  omissions  set  forth in (a)(i) - (iii) above
     causing  damage  to  the  Company  or  its Members, Officers or Managers as
     determined  by  a  final  non-appealable  order  of  a  court  of competent
     jurisdiction  (except  to  the  extent  the  Company is compensated for the
     damage  by  any  insurance coverage maintained by the Company in accordance
     with  this  Agreement).

     SECTION  13.06.  ATTORNEY FEES.  If any suit, proceeding, claim, demand, or
liability  is asserted by a Member against the Company or by the Company against
a  Member or between any Members with respect to Company affairs, the prevailing
party,  in  addition  to any other remedy, shall be entitled to recover attorney
fees,  court  costs,  and  other  costs  in  a  reasonable  amount.

     SECTION  13.07.  SUCCESSORS  AND  ASSIGNS.  Except as otherwise provided in
this  Agreement,  every covenant, term, and provision of this Agreement shall be
binding upon and inure to the benefit of the Members and their respective heirs,
legatees,  legal representatives, successors, transferees, and assigns; however,
this  Section  shall  not  be  deemed  to authorize any Assignment not otherwise
permitted  under  this  Agreement,  to  confer  upon  the assignee of a Member's
Interest  any  rights  not  specifically  granted  under  this  Agreement, or to
supersede  or  modify  in  any  manner  any  provision  of  Article  VIII.

     SECTION 13.08.  SEVERABILITY.  If any one or more of the provisions of this
Agreement  or the applicability in any provision to a specific situation is held
to  be  invalid or unenforceable, the provision shall be modified to the minimum
extent  necessary  to  make it or its application valid and enforceable, and the
validity  and  enforceability  of all other provisions of this Agreement and all
other  applications  of  such  provisions  shall  not  be  affected  by any such
invalidity  or  unenforceability.

     SECTION 13.09.  HEADINGS.  The headings of this Agreement are for reference
only  and  are  not  intended to limit or define the meaning of any provision of
this  Agreement.

     SECTION  13.10.  APPLICABLE  LAW.  This Agreement shall be governed by, and
construed in accordance with, the substantive laws and judicial decisions of the
State  of  Georgia,  excluding  the  conflicts  of  law  provisions  thereof.

     SECTION  13.11.  ENTIRE  AGREEMENT.  This  Agreement constitutes the entire
agreement between and among the Parties, and there have been no representations,
warranties,  covenants,  or  conditions  except  for  those  specified  in  this
Agreement.

     SECTION  13.12.  TIME.  Time  is  of  the  essence  with  respect  to  this
Agreement.


                                       29
<PAGE>
     SECTION  13.13.  CREDITORS.  None of the provisions of this Agreement shall
be  for  the  benefit  of,  or  enforceable  by,  any  creditors of the Company.

     SECTION 13.14.  COUNTERPARTS; FACSIMILE.  This Agreement may be executed in
two  or more counterparts by the parties hereto, and each such counterpart shall
be considered an original and all such counterparts shall constitute one and the
same  instrument.  Signatures on this Agreement may be communicated by facsimile
transmission  and  shall  be  binding  upon  the  parties transmitting the same.
Counterparts  with  original  signatures  shall be provided to the other parties
within  seven  days of the applicable facsimile transmission; provided, however,
that the failure to provide the original counterpart shall have no effect on the
validity  or the binding nature of this Agreement.  If executed in counterparts,
this  Agreement  shall  be  effective  as  if  simultaneously  executed.

     SECTION 13.15.  SOLE AND ABSOLUTE DISCRETION.  Except as otherwise provided
in  this  Agreement, all actions that any Member may take and all determinations
that any Member may make pursuant to this Agreement may be taken and made at the
sole  and  absolute  discretion  of  the  Member.

     SECTION  13.16.  CONFIDENTIALITY.  The  Managers  and  Members  shall  use
commercially  reasonable  efforts  to  avoid the disclosure of the terms of this
Agreement  to  third  parties,  except  as  may  be  required in connection with
contracts to be entered into by the Company for the purposes of an Assignment or
sale  of an Interest in the Company or the construction, development, financing,
operation,  and  disposition  of  any  real estate or other project in which the
Company  elects  to participate or except as may be required for financial, tax,
or  regulatory  purposes  or  otherwise  required  by  law.

     SECTION  13.17.  CONSTRUCTION.  Every covenant, term, and provision of this
Agreement  shall be construed according to its fair meaning and not strictly for
or  against  any  Member.


                                       30
<PAGE>
     Each  of  the  Parties  has  executed this Agreement or a counterpart to be
effective  as  of  the  Effective  Date.


                                       INITIAL MEMBERS:


                                       NANOPIERCE TECHNOLOGIES, INC.


                                       By:/s/ Paul H. Metzinger
                                          -------------------------------------
                                          Paul H. Metzinger, President, Chief
                                          Executive Officer and Chairman of the
                                          Board


                                       XACT RESOURCES INTERNATIONAL, INC.


                                       By:/s/ Neal Baroletta
                                          -------------------------------------
                                          Neal Bartoletta, Manager


                                       SUBSEQUENT MEMBERS:



                                       ----------------------------------------
                                       Name

                                       ----------------------------------------
                                       Name

                                       ----------------------------------------
                                       Name


                                       31
<PAGE>
     This  Agreement  has  been  reviewed and accepted by the undersigned as the
initial  Managers  of  the  Company.


                                       /s/ Paul H. Metzinger
                                       ----------------------------------------
                                       Paul H. Metzinger, Manager



                                       /s/ Neal Bartoletta
                                       ----------------------------------------
                                       Neal Bartoletta, Manager


                                       32
<PAGE>
                                  APPENDIX ONE
                                       TO
                       OPERATING AGREEMENT OF BIOAGRA LLC

     For  purposes  of  this  Agreement,  the  following terms have the meanings
ascribed  below:

     "ACT"  has  the  meaning  set  forth  in  the  Recitals.

     "ADDITIONAL  MEMBER"  means  any Person who is admitted to the Company as a
new  Member  in  addition  to  the  original  Members by obtaining the requisite
approval  required  by this Agreement, executing a signature page agreeing to be
bound  by  the  terms  of  this  Agreement and by paying the Company the Initial
Contribution,  if  any,  as  required  by  Article  III  hereof.

     "AFFILIATE"  means,  with  respect  to  any  Member  or other Person: (i) a
"Member  of family," as that term is defined in I.R.C. Sec. 318(a)(1); or (ii) a
Person that directly or indirectly, through one or more intermediaries, controls
or  is  controlled  by  or  is  under common control with that Member or Person.

     "AGREED  VALUE"  means the fair market value of any property contributed to
the  Company  without  regard  to any lien encumbering the property; however, in
accordance  with  I.R.C.  Sec.  7701(g),  the fair market value of this property
shall  be  treated  as  being  not  less  than  the  amount  of  any nonrecourse
indebtedness to which this property is subject.  The Agreed Value must be either
set  forth  in  this  Agreement  or  in  a written agreement, incorporating this
Agreement  by  reference,  executed  by  the  contributing  Member  and  all
non-contributing  Members.

     "AGREEMENT"  means  this  Operating  Agreement,  as  amended,  restated, or
supplemented  from  time  to  time.

     "ARTICLES  OF  ORGANIZATION"  has  the meaning set forth in Section 1.01 of
this  Agreement.

     "ASSIGN"  or  any  variant of that term, means to sell, exchange, transfer,
assign,  pledge, hypothecate, encumber, give, bequeath, distribute, or otherwise
dispose  of  any  Interest  in  the  Company  or  any beneficial interest in any
Interest  in  the  Company.  The term "ASSIGN" or any variant of that term shall
                                       ------
not  include  any  sale,  exchange,  transfer,  assignment,  gift,  bequest,  or
distribution  of any Interest in the Company to any Person who, at that time, is
already  a Member of the Company upon compliance with the requirements set forth
in  Sections  8.03,  8.04,  and  8.05  of this Agreement and shall not include a
Dissociation  pursuant  to  Section  8.06  of  this  Agreement.

     "ASSIGNING  MEMBER"  has  the  meaning set forth in Section 8.03(b) of this
Agreement.

     "BANKRUPTCY"  means  the  filing  by  a  Member  of a petition commencing a
voluntary  case  under  the Bankruptcy Code; the adjudication of the Member as a
bankrupt  or  insolvent;  a  general  assignment  by a Member for the benefit of
creditors;  an  admission in writing by a Member of his/her/its inability to pay
his/her/its  debts  as  they  become  due;  the  filing  by  a  Member  of  any


                                Appendix One - 1
<PAGE>
petition  or  answer  in  any  proceeding seeking for himself/herself/itself, or
consenting  to, or acquiescing in, any insolvency, receivership, reorganization,
arrangement, composition, readjustment, or consenting to, or acquiescing in, any
insolvency,  receivership,  reorganization,  arrangement,  composition,
readjustment,  liquidation,  dissolution  or similar relief under any present or
future  statute,  law,  or regulation, or the filing by a Member of an answer or
other  pleading  admitting  or  failing  to  deny,  or  to contest, the material
allegations of the petition filed against him/her/it in any such proceeding; the
seeking or consenting to, or acquiescence by a Member in, the appointment of any
trustee,  receiver,  or  liquidator  of  him/her/it,  or any part of his/her/its
property;  the  commencement  against  a Member of an involuntary case under the
Bankruptcy  Code,  or  a  proceeding  under  any  receivership,  reorganization,
arrangement,  composition, readjustment, liquidation, insolvency, dissolution or
like law or statute, which case or proceeding is not dismissed or vacated within
60  days;  or  the  appointment without his/her/its consent or acquiescence of a
trustee,  receiver  or  liquidator  of  the  Member  or  any part of his/her/its
property,  which  appointment  is  not  vacated or stayed within 60 days, and if
stayed,  is  not  vacated  within  60  days  after  the  expiration of the stay.

     "BOARD OF MANAGERS" means a board consisting of the Managers of the Company
elected  by  the  Members, which Board of Managers shall manage the business and
affairs  of  the  Company  in  accordance with the provisions of this Agreement.

     "CAPITAL  ACCOUNT"  means the capital account maintained for each Member as
described  in  this  Agreement.

     "CEO"  has  the  meaning  set  forth  in  Section  12.04 of this Agreement.

     "CFO"  has  the  meaning  set  forth  in  Section  12.08 of this Agreement.

     "COMPANY"  means  BioAgra LLC, the limited liability company referred to in
this  Agreement and any limited liability company continuing the business of the
Company  upon  a  dissolution  described  in  this  Agreement.

     "COMPANY  VALUE" means the fair market value of the Company and its assets,
net  of  all  accrued  and  unpaid  liabilities,  as determined by the Company's
accountant,  if  the Company were sold for cash on the date of the occurrence of
the  Event  of  Withdrawal  or the Voluntary Withdrawal, as the case may be.  If
there  is a dispute between the Members regarding the Company Value, the Company
Value  shall  be  determined  by a Qualified Appraiser acceptable to the Selling
Member  and  the  Company.  A "QUALIFIED APPRAISER" means a Person who is not an
                               -------------------
Affiliate of any Member and who is experienced in appraising property similar to
that  of the Company.  If the Selling Member and the Company are unable to agree
on a single Qualified Appraiser, the Selling Member and the purchaser each shall
appoint  a Qualified Appraiser.  If the Company Value as determined by the lower
of  the  two  appraisals is equal to or greater than 85% of the Company Value as
determined  by  the  higher appraisal, the Company Value shall be the average of
the  two appraisals.  If the Company Value as determined by the lower of the two
appraisals  is  less  than  85% of the Company Value as determined by the higher
appraisal,  the  two Qualified Appraisers shall, within five business days after
the  last  of  the two appraisal reports is delivered to the Members, agree on a
third Qualified Appraiser.  The Company Value shall be deemed to be equal to the
average  of  the  two  appraisals  with  the  least  dollar  variation  between


                                Appendix One - 2
<PAGE>
them;  however,  the Company Value shall be no higher than the higher of the two
original  appraisals and no lower than the lower of the two original appraisals,
and,  further,  if one appraisal is the average of the other two appraisals, the
Company  Value  shall be deemed to be the average of all three appraisals.  Each
Qualified Appraiser shall be instructed to provide an appraisal report within 30
days  of  his  appointment, and all costs of appraisal shall be borne equally by
the  Selling  Member  and  the  Company.

     "CONTRIBUTION" means any cash, services rendered, and the fair market value
of  any  other  Company  asset  contributed  by  a Member in exchange for, or in
respect of, an Interest in the Company, including the Initial Contributions.  An
assumption  of the Company's unsecured liability by a Member shall be treated as
a  contribution  of  cash to the Company.  For this purpose, the assumption of a
secured  liability  in  excess of the fair market value of the security shall be
treated  as  the  assumption  of  an  unsecured  liability to the extent of that
excess.

     "DEPRECIATION" means, for each Fiscal Year or other period, an amount equal
to  the  cost recovery deduction allowable with respect to an asset for the year
or  other period; however, if the Gross Asset Value of an asset differs from its
adjusted  basis for federal income tax purposes at the beginning of such year or
other  period,  Depreciation shall be an amount that bears the same ratio to the
beginning  Gross  Asset  Value as the federal income tax cost recovery deduction
for  the  year  or  other  period  bears  to  such beginning adjusted tax basis.

     "DISBURSABLE  CASH" means, for any applicable period, Net Cash Flow and any
investment  interest  received  by  the  Company  thereon  for such period, less
reserves  for  working  capital  in  such  amounts as the Board of Managers deem
appropriate  under  the  circumstances  but  not to exceed, with respect to such
period, aggregate existing reserves equal to six months of operating fees as set
forth  in  the  Operating  Budget  for  the  applicable  Fiscal  Year.

     "DISSOCIATION"  refers  to the death, disability or other event referred to
in  Section  8.06  which  terminates the continued membership of a Member in the
Company.

     "DISSOLUTION"  means  (a) in the case of a Member who is acting as a Member
by  virtue  of being a trustee of a trust, the termination of the trust (but not
merely the substitution of a new trustee); (b) in the case of a Member that is a
partnership,  the dissolution and commencement of winding up of the partnership;
(c)  in  the  case  of a Member that is a corporation, the filing of articles of
dissolution,  or  its  equivalent,  for the corporation or the revocation of its
charter;  (d) in the case of a limited liability company, the filing of articles
of  dissolution,  or  its  equivalent, for the limited liability company, or the
involuntary  dissolution  by  a  non-appealable  order  of  a court of competent
jurisdiction; or (e) in the case of an estate, the distribution by the fiduciary
of  the  estate's  entire  membership  interest.

     "DISTRIBUTION"  means  any cash, property or assets of the Company property
distributed to a Member or Economic Interest Owner in respect of its Interest in
the  Company.  All  property  and assets of the Company shall be valued at their
fair  market  value  determined  by  the Company using such reasonable method of
valuation  as  it  may  adopt.

     "ECONOMIC  INTEREST"  means  a  Person's  share,  if  any,  of the capital,
Profits,  Losses,  and Distributions of the Company under this Agreement and the
Act,  but  the  term  "ECONOMIC


                                Appendix One - 3
<PAGE>
INTEREST"  shall  not  include any right to participate in the management of the
business  or  affairs  of the Company or any right to vote with Members upon any
matter upon which a vote of the Members is taken.  The Economic Interest of each
Member  shall  be  based  upon  the  related  Contribution  to  the  Company.

     "ECONOMIC  INTEREST  OWNER"  means the owner of an Economic Interest who is
not  a  Member.

     "EFFECTIVE  DATE"  has the meaning set forth on page one of this Agreement.

     "EVENT  OF  DISSOLUTION"  means the occurrence of any of the following: (i)
the  unanimous  agreement  of  the  Members that the Company is to be dissolved,
liquidated,  and  terminated;  (iii) the occurrence of an Event of Withdrawal or
Voluntary  Withdrawal  with  respect  to  the  last  remaining Member, except as
otherwise  provided in Section 8.01(c) of this Agreement; (iv) the sale or other
disposition  by  the  Company  of  all or substantially all of the assets of the
Company  and  the  Distribution  to the Members of the proceeds from the sale or
other  disposition;  (v)  the  entry  of  a decree of judicial dissolution under
subsection  (a)  of  O.C.G.A.  Section  14-11-603; or (vi) the occurrence of any
event  that,  under  the  Act,  would  cause  the  dissolution  of  the Company.

     "EVENT  OF WITHDRAWAL" means, with respect to any Member, the occurrence of
any  of the following: (i) Bankruptcy; (ii) Dissolution; (iii) the commission of
any  act of gross negligence or fraud by a Member upon or affecting the Company;
(iv)  a  breach  of  a  Member's  fiduciary  duty to the Company that causes the
Company  material  financial  loss; (v) any Assignment of a Member's Interest in
the Company that is in violation of this Agreement; (vi) the failure of a Member
to  pay its applicable Initial Contributions when required under this Agreement;
or  (vii)  the  entry  of  a  charging  order against a Member's interest in the
Company  pursuant  to  O.C.G.A.  Section  14-11-504  (except  that,  an Event of
Withdrawal  specified  in  clauses  (v) or (vi) above shall not be treated as an
Event  of Withdrawal to the extent the Managers not appointed or elected by such
Member  otherwise  agree  not  to  treat  such event as an Event of Withdrawal).
Further, notwithstanding the foregoing, in the case of the Assignment of all the
Interests  in  the  Company,  the  assigning  Members are permitted to remain as
Members  in  the  Company until all assignees of the Member's Interest have been
admitted  into  the  Company  as  Substituted  Members.

     "EXERCISING  MEMBER"  means each Member who is not a Withdrawing Member and
who  is exercising its option to purchase the Interest of the Withdrawing Member
pursuant  to  this  Agreement.

     "FISCAL  YEAR"  means  the  year  ending  December 31 or, if the Company is
terminated  prior  to December 31 of any year, the period ending on the date the
Company  is  terminated.  The Fiscal Year also shall constitute the taxable year
of  the  Company.  The Fiscal Year identified above may be changed only upon the
unanimous  approval  of  the  Members.

     "GROSS ASSET VALUE" means, with respect to any asset, the adjusted basis of
the  asset  for  federal income tax purposes, except as follows: (i) the initial
Gross  Asset  Value of any asset contributed by a Member to the Company shall be
the Agreed Value of the asset; (ii) the Gross Asset Values of all Company assets
shall  be  adjusted  to  equal  their  respective  gross  fair  market


                                Appendix One - 4
<PAGE>
values (taking in to account I.R.C. Sec. 7701(g)), as determined by the Members,
at  the  following  times:  (I) the acquisition of an additional Interest in the
Company  by  any  new  or  existing Member in exchange for a Contribution to the
capital  of  the Company, (II) the Distribution by the Company to a Member of an
amount  of  money  or  other  Company  property,  unless  all  Members  receive
simultaneous  Distributions  of  the  money  or  undivided  interests  in  the
distributed  property  in accordance with the terms of this Agreement, and (III)
the  liquidation  of  a Member's Interest in the Company as defined in T.R. Sec.
1.704-1(b)(2)(ii)(g),  including with respect to the liquidation of the Company;
(iii)  the  Gross  Asset  Value  of  a  Company asset distributed to one or more
Members  shall  be  adjusted  immediately prior to the Distribution to equal its
then gross fair market value (taking into account I.R.C. Sec. 7701(g)); and (iv)
if the Gross Asset Value of an asset has been determined or adjusted pursuant to
subsection (i) or (ii) above, the Gross Asset Value thereafter shall be adjusted
by  the  Depreciation,  if any, taken into account with respect to the asset for
purposes  of  computing  Profits  and  Losses.

     "GROSS  REVENUES"  means,  for any applicable period, the gross receipts of
the  Company from operations, including all items of income, whether ordinary or
extraordinary,  except  Contributions  or  borrowing  by  the  Company.

     "INCAPACITY"  means  the death, adjudication of incompetency or insanity of
any  individual,  the status of an individual who has not attained the age of 18
years,  or  the  dissolution,  termination,  or  complete  liquidation  of  any
corporation,  limited  liability  company,  partnership, trust, or other entity.

     "INITIAL  CONTRIBUTIONS"  has the meaning set forth in Section 3.01 of this
Agreement.

     "INITIAL  MEMBERS"  means  NanoPierce  and  XACT.

     "INTEREST"  means  (a)  with  respect  to  a  Member,  the entire ownership
interest  of a Member in the Company, including such Member's Economic Interest,
together  with  any  other  rights  and obligations granted to, or assumed by, a
Member  under  the  Articles  of Organization, this Agreement or the Act and (b)
with  respect  to an Economic Interest Owner, such Person's Economic Interest in
the Company.  Pursuant to O.C.G.A. Section 14-11-501, an interest in the Company
shall  be  considered  personal  property  for  all  purposes.

     "I.R.C." or "CODE" means the Internal Revenue Code of 1986, as amended, and
a  reference  to any section or provision of the I.R.C. shall be deemed to refer
to  any  future  section or provision of the federal tax law that corresponds to
the  section  or  provision  of the I.R.C. referred to that was in effect on the
date  of  this  Agreement.

     "LOSS"  or  "LOSSES"  has  the  meaning  set  forth  in  the  definition of
"Profits."

     "MAJORITY"  means  (a)  with  respect  to  the Members, those Members whose
Voting  Interests  constitute  more  than  50%  of  all  of the Voting Interests
attributable to the applicable Members entitled to vote on a matter and (b) with
respect  to  the Managers, those Managers whose Voting Interests constitute more
than  50%  of  all  the Voting Interests attributable to the applicable Managers
entitled  to  vote on a matter.  Unless otherwise specified in this Agreement or
in  any written request for a vote, with respect to the Members, a Majority must
be  indicated  by  the  affirmative  approval  of  a  Majority  of  the Members.


                                Appendix One - 5
<PAGE>
     "MANAGER"  means the Persons designated as the Managers on APPENDIX TWO, as
                                                                ------------
may  be  amended  from  time  to  time.

     "MEMBER" means all of the Parties to this Agreement and all Persons who may
become  in the future an Additional Member or Substituted Member of the Company.
The  name,  mailing  address,  Voting  Interest  and Percentage Interest of each
Member  of  the Company  appears on APPENDIX TWO, as may be amended from time to
                                    ------------
time.

     "NET CASH FLOW" means, for any applicable period, the Gross Revenues of the
Company  after  payment  (without  duplication)  of  (a)  the operating fees and
expenses  set  forth  in  the  Operating Budget relating to such period; and (b)
expenses  incurred  relating to such period in connection with Section 7.16, all
as  reasonably determined by the Board of Managers consistent with the Operating
Budget.

     "O.C.G.A." means the Official Code of Georgia Annotated, as then in effect.

     "OFFICERS"  has  the  meaning set forth in Section 12.01 of this Agreement.

     "OPERATING  BUDGET"  has  the  meaning  set  forth  in Section 6.09 of this
Agreement.

     "ORGANIZER"  means  the  Person  or  Persons  acting  as  the  organizer or
organizers of the Company in accordance with O.C.G.A. Section 14-11-203, as such
may  be  amended  from  time  to  time.

     "PARTIES"  has  the  meaning  set  forth  on  page  one  of this Agreement.

     "PERCENTAGE  INTEREST"  means  with  respect to the Members, the percentage
interest  in the Company as set forth on APPENDIX TWO, which may be amended from
                                         ------------
time  to  time  in  the  manner  described  in  this  Agreement.

     "PERSON"  means  any  individual,  association,  limited liability company,
partnership,  corporation,  trust  estate,  or  other  entity.

     "PRIME LENDING RATE" means the rate of interest reported in the money rates
column  of  The Wall Street Journal for corporate loans at large U.S. commercial
banks.  Whenever  the  Prime Lending Rate is used to calculate the payment of an
amount  due under this Agreement, the Prime Lending Rate will be adjusted as and
when  adjusted  under  The  Wall  Street  Journal.

     "PROFITS"  or "LOSSES" or "PROFIT" or "LOSS", when used in reference to the
Company,  means,  for  each  Fiscal Year or other period, an amount equal to the
Company's  taxable  income  or  loss  for  the  year  or  period,  determined in
accordance with I.R.C. Sec. 703(a) (for this purpose, all items of income, gain,
deduction,  or  loss  required  to  be stated separately pursuant to I.R.C. Sec.
703(a)(1)  shall  be  included  in  taxable  income or loss), with the following
adjustments:  (i)  any  income of the Company that is exempt from federal income
tax  and  not otherwise taken into account in computing Profits and Losses shall
be  added  to  the  taxable income or loss; (ii) any expenditures of the Company
described  in  I.R.C.  Sec.  705(a)(2)(B) or treated as I.R.C. Sec. 705(a)(2)(B)
expenditures pursuant to T.R. Sec. 1.704-1(b)(2)(iv)(i), and not otherwise taken
into  account  in  computing  Profits  and  Losses  shall be subtracted from the
taxable  income


                                Appendix One - 6
<PAGE>
or  loss;  (iii)  if  the  Gross  Asset  Value  of any Company asset is adjusted
pursuant  to  the  definition  of  Gross  Asset  Value,  the adjustment shall be
reflected in the Profit or Loss of the Company for purposes of this Agreement as
if  the  Company  realized  and  recognized  gain or loss for federal income tax
purposes  equal  to  the  amount of such adjustment; (iv) gain or loss resulting
from  any  disposition  or  deemed  disposition  (under subsection (iii) of this
section)  of  Company  property with respect to which gain or loss is recognized
for  federal income tax purposes or deemed recognized (under subsection (iii) of
this  section)  shall  be  computed by reference to the Gross Asset Value of the
property  disposed  of or deemed disposed of, notwithstanding that the tax basis
of  the property differs from its Gross Asset Value; and (v) in lieu of the cost
recovery  deductions taken into account in computing the taxable income or loss,
there  shall  be  taken  into  account Depreciation for the Fiscal Year or other
period,  computed  in  accordance  with  the  definition  of  Depreciation.

     "PURCHASE  NOTICE"  has  the  meaning  set forth in Section 8.03(d) of this
Agreement.

     "PURCHASE  OFFER"  has  the  meaning  set  forth in Section 8.03(c) of this
Agreement.

     "PURCHASING  MEMBER"  has  the meaning set forth in Section 8.03(d) of this
Agreement.

     "RIGHT  OF  FIRST  REFUSAL" has the meaning set forth in Section 8.03(b) of
this  Agreement.

     "SELLING  MEMBER"  has  the  meaning  set  forth in Section 8.03(b) of this
Agreement.

     "SUBSTITUTED  MEMBER"  means any Person who is admitted to the Company as a
Member pursuant to the provisions of Article VIII in place of, or as an assignee
of,  a  Member.

     "TAX  MATTERS  PARTNER"  has  the meaning set forth in Section 6.04 of this
Agreement.

     "T.R."  or  "REGULATIONS" means the United States Treasury Regulations that
are  in  effect on the date of this Agreement, and a reference to any section or
provision  of  the  T.R.  shall  be  deemed  to  refer  to any future section or
provision  of  the T.R. that corresponds to the section or provision of the T.R.
referred  to  that  was  in  effect  on  the  date  of  this  Agreement.

     "VOLUNTARY  WITHDRAWAL"  means the decision or determination by a Member to
withdraw  as  a  Member  from  the  Company.

     "VOTING INTEREST" means the number of votes assigned to the Members and the
Managers  as  shown  on  APPENDIX TWO. The  Voting Interest of a Member (and the
                         ------------
Manager or Managers appointed by such Member) may change based on adjustments to
the Percentage Interest of a Member.  For example, if the Percentage Interest of
a  Member is adjusted from 50% (and one vote) to 25%, the Voting Interest of the
Member  and the Manager or Managers elected or appointed by such Member shall be
one-half  vote.

     "WITHDRAWAL  PRICE"  has  the  meaning set forth in Section 8.02(d) of this
Agreement.

     "WITHDRAWAL  PRICE  NOTE"  has  the meaning set forth in Section 8.02(e) of
this  Agreement.

     "WITHDRAWING  MEMBER"  means  a  Member  who  withdraws  from  the Company.


                                Appendix One - 7
<PAGE>
                                  APPENDIX TWO
                            TO OPERATING AGREEMENT OF
                                   BIOAGRA LLC

<TABLE>
<CAPTION>
MEMBER NAME AND ADDRESS             PERCENTAGE   VOTING INTEREST     INITIAL
                                     INTEREST                     CONTRIBUTIONS
<S>                                 <C>          <C>              <C>
NanoPierce Technologies, Inc.               50%           1 vote  $   1,500,000*
370 17th Street, Suite 3640
Denver, CO 80202
Facsimile: (303) 592-1054

Xact Resources International, Inc.          50%           1 vote  $   1,500,000#
7040 W. Palmetto PK Rd,
Suite 271
Boca Raton, FL 33442
Facsimile: (954) 421-5734
</TABLE>

*The  Initial  Contribution  includes  $1,500,000  cash.

#The  Initial  Contribution  includes rights, licenses, intellectual properties,
know-how,  processes,  testing  data,  permits,  approvals, customers, purchaser
orders  and  similar  items essential to the business of the Company, including,
without  limitation,  the License Agreement dated as of November 9, 2004, by and
between Xact Resources, Inc. and Progressive Bioactives, Inc., as may be amended
from  time  to  time  and the Industrial Lease Agreement, by and between Liberty
County  Industrial  Authority  and  BioAgra  LLC, as may be amended from time to
time,  all  of  which  shall  be  assigned  to the Company pursuant to a General
Conveyance  and  Assignment  dated as of the Effective Date in a form reasonably
acceptable  to  NanoPierce.

<TABLE>
<CAPTION>
<S>                                          <C>
             MANAGER NAME AND ADDRESS         VOTING INTEREST
           Paul H. Metzinger                           1 vote
           370 17th Street, Suite 3640
           Denver, CO 80202
           Facsimile: (303) 592-1054

           Neal Bartoletta                             1 vote
           7040 W. Palmetto PK Rd, Suite 271
           Boca Raton, FL 33442
           Facsimile: (954) 421-5734

           Total Votes                                2 votes
</TABLE>

<TABLE>
<CAPTION>
<S>                                           <C>
        OFFICER NAME                               OFFICE(S) HELD
     Neal Bartoletta                                               CEO
     Paul H. Metzinger                        Executive Vice President
     Kristi J. Kampmann                                 CFO, Secretary
</TABLE>