ex10_1.htm


    OPERATING
AGREEMENT

     

    OF

     

    GENERAL
AUTOMOTIVE ADVANCED TECHNOLOGY GROUP, LLC


     

    As of
July 15, 2008


     

    THE
MEMBERSHIP INTERESTS CREATED BY THIS OPERATING AGREEMENT ARE NOT INTENDED TO
CONSTITUTE SECURITIES.  TO THE EXTENT THESE MEMBERSHIP INTERESTS ARE
CONSTRUED TO BE SECURITIES, THEN SUCH SECURITIES REPRESENTED BY THIS OPERATING
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS.  SUCH
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED,
PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE
AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED.  ANY
TRANSFER OF THE SECURITIES REPRESENTED BY THIS OPERATING AGREEMENT IS FURTHER
SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    OPERATING
AGREEMENT

     

    OF

     

    GENERAL
AUTOMOTIVE ADVANCED TECHNOLOGY GROUP, LLC


     

    In accordance with the Florida Limited
Liability Company Act and subject to the Articles of Organization, which were
filed on July 15, 2008, with the Florida Department of State, General Automotive
Company, a Nevada corporation (the “GAC
Member”), and
SenCer Inc., a New York corporation (the “SenCer
Member”), as
initial Members and such other persons or entities who from time to time are
signatories hereto (collectively, the “Members”), adopt the following
Operating Agreement (the “Agreement”) regarding the conduct of
the business and affairs of General Automotive Advanced Technology Group, LLC, a
Florida limited liability company (the “Company”).

     

    W I T N E S S E T
H:

     

    WHEREAS, the initial Members named
above authorized A.G.C. Co., as its authorized representative, to form the
Company as a limited liability company under the Florida Limited Liability
Company Act on July 15, 2008; and

     

    WHEREAS, the initial Members desire to
adopt an Operating Agreement in order to set forth the regulations, terms and
conditions under which the Company will be operated.

     

    NOW, THEREFORE, set forth below are the
terms and conditions of the operation of the Company.

     

    
      	
               

            	
              

                ARTICLE
      I - DEFINED TERMS; EXHIBITS, SCHEDULES,
  ETC.

              

            


    

     

    1.1 Definitions.  As
used in this Agreement, the following terms shall have the respective meanings
indicated below:

     

    “Act” means the Florida Limited
Liability Company Act, as the same may be amended from time to
time.

     

    “Adjusted
Capital Account Deficit” means, with respect to any
Member, the deficit balance, if any, in such Member’s Capital Account as of the
end of the relevant Fiscal Year, after giving effect to the following
adjustments:

     

    (a) decrease
such deficit by any amounts which such Member is obligated or deemed obligated
to restore pursuant to this Agreement or the penultimate sentence of each of
Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

     

    (b) increase
such deficit by the items described in Regulation Section
1.704-1(b)(2)(ii)(d)(4), (5) and (6).

     

    
      
        
        

      

      
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    The
foregoing definition of Adjusted Capital Account Deficit is intended to comply
with the provisions of Regulation Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.

     

    “Affiliate” means any Person who or
which, directly or indirectly, through one or more intermediaries, controls or
is controlled by, or is under common control with an entity (the term “control”
for purposes of this definition meaning the ability, whether by ownership of
shares or other equity inter­ests, by contract or otherwise, to elect a
majority of the directors of a corporation, to select the managing or general
partner of a partnership, or otherwise to select, or have the power to remove
and then select, a majority of those Persons exercising governing authority over
an entity).

     

    “Agreement” means this Operating
Agreement, as originally executed and as amended, modified, supplemented or
restated from time to time, as the context requires.

     

    “Articles
of Organization”
means the Articles of Organization of the Company as filed with the Secretary of
State of Florida, as the same may be amended or restated from time to
time.

     

    “Bankrupt
Member” means any
Member (a) that (i) makes a general assignment for the benefit of creditors;
(ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an
order for relief or is declared insolvent in any federal or state bankruptcy or
insolvency proceedings; (iv) files a petition or answer seeking for the Member a
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any law; (v) files an answer or other
pleading admitting or failing to contest the material allegations of a petition
filed against the Member in a proceeding of the type described in subclauses (i)
through (iv) of this clause (a); or (vi) seeks, consents to, or acquiesces
in the appointment of a trustee, receiver, or liquidator of the Member’s or of
all or any substantial part of the Member’s properties; or (b) against
which, a proceeding seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any law has been
commenced and sixty (60) days have expired without dismissal thereof or with
respect to which, without the Member’s consent or acquiescence, a trustee,
receiver, or liquidator of the Member or of all or any substantial part of the
Member’s properties has been appointed and sixty (60) days have expired without
the appointments having been vacated or stayed, or sixty (60) days have expired
after the date of expiration of a stay, if the appointment has not previously
been vacated.

     

    “Business” means the business, directly
or indirectly, in whole or in part, as more particularly described in
Section 2.3 hereof.

     

    “Business
Day” means any
day on which banks are open for business in Orlando, Florida.

     

    “Capital
Account” means,
with respect to any Member, the separate “book” account which the Company shall
establish and maintain for each Member in accordance with Section 704(b) of the
Code and Regulation Section 1.704-1(b)(2)(iv) and such other provisions of
Regulation Section 1.704-1(b) that must be complied with in order for the
Capital Accounts to be determined in accordance with the provisions of the
Regulations.  In furtherance of the foregoing, the Capital Accounts
shall be maintained in compliance with Regulation Section 1.704-1(b)(2)(iv), and
the provisions hereof shall be interpreted and applied in a manner consistent
therewith.

     

    
      
        
        

      

      
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                    “Capital
Contribution”
means, with respect to each Member, the amount of money or property contributed
to the Company by such Member from time to time.

     

    “Change of
Control Transaction” means any of the following:
(i) any liquidation, dissolution or winding up of the Company, (ii) any sale,
lease or other disposition of the Company of all or substantially all of its
assets, (iii) any merger, consolidation, equity exchange, reorganization or
other similar transaction or series of transactions in which the Members
immediately prior to such event beneficially own fifty percent (50%) or less of
the voting power in the resulting entity immediately after such event, (iv) any
purchase or purchases by any person or persons of Membership Interests (either
through a negotiated Membership Interest purchase or a tender for such
Membership Interests), the effect of which is that the Members immediately prior
to such event beneficially own fifty percent (50%) or less of the voting power
in the resulting entity immediately after such event.

     

    “Code” means the Internal Revenue
Code of 1986, as amended, or any replacement or successor law
thereto.

     

    “Company
Minimum Gain” has
the meaning ascribed to partnership minimum gain in Regulation Sections
1.704-2(b)(2) and 1.704-2(d).

     

    “Defaulted
Member” means a
Member who has no right to vote with respect to any Company matter, including,
without limitation, Major Decisions, except as expressly provided for herein or
by law.

     

    “Depreciation” means, for each Fiscal Year
or other period, an amount equal to the depreciation, amortization or other cost
recovery deduction allowable for federal income tax purposes with respect to an
asset for such year or other period in accordance with the depreciation method
elected by the Company with respect to such asset, except that 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 which bears the same ratio to such beginning Gross Asset Value as the
federal income tax depreciation, amortization or other cost recovery deduction
allowable for such year or other period bears to such beginning adjusted tax
basis or as otherwise required under Section 1.704-1(b)(2)(iv)(g)(3) of the
Regulations, or, in the reasonable discretion of the Managing Member, as
otherwise permitted thereunder.

     

    “Designated
Person”  means, for any
Membership Interest held by an Entity, the person designated as such by the
board of directors (or similar governing body) of such Entity pursuant to
certified resolutions delivered to the Company, and a Designated Person may be
changed only by a subsequent certified resolutions delivered to the
Company.  Joe DeFrancisci is the initial Designated Person with
respect to the Membership Interest held by the GAC Member.  David Burt
is the initial Designated Person with respect to the Membership Interest held by
the SenCer Member.

     

    “Distributable
Cash” means, with
respect to any Fiscal Year or other applicable period, the excess, if any, as
determined by the Managing Member, of (a) all cash of the Company from all
sources for such period, including, without limitation, receipts from
operations, contributions of capital by the Members, proceeds of borrowing or
from the issuance of securities by the Company, 

     

    
      
        
        

      

      
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    deposits
and all other Company cash sources and all Company cash reserves on hand at the
beginning of such period over (b) all cash expenses and capital
expenditures of the Company for such period, all payments of principal and
interest on account of Company indebtedness, and such cash reserves as the
Managing Member deems necessary for any Company needs (or those mandated by law,
contract or the Company’s debt instruments).

     

    “Entity”  means any
corporation, partnership (general, limited or other), limited liability company,
company, trust, business trust, cooperative or association.

     

    “Event of
Bankruptcy” means
any event that causes a Member to be deemed a Bankrupt Member.

     

    “Financial
Statements”
means, for any Fiscal Year, the financial statements (consisting of a balance
sheet, statement of operations, statement of Members’ equity and statement of
cash flows) of the Company.  The Financial Statements shall be
prepared in accordance with U.S. generally accepted accounting principles or
such other methodology, consistently applied, as determined by the Managing
Member, and shall be consistent with the books and records of the
Company.

     

    “Fiscal
Year” means the
twelve-month period ending on December 31 of each year or such other fiscal year
as the Managing Member may select in its reasonable discretion from time to time
in accordance with the Code and the Regulations.

     

    “Gross
Asset Value”
means, with respect to any asset of the Company, the adjusted basis of such
asset for federal income tax purposes, except as follows:

     

    (a) The Gross
Asset Value of any asset contributed by a Member to the Company shall, as of the
date of such contribution and subject to further adjustment as herein provided,
be the gross fair market value of such asset, as reasonably determined by the
Managing Member or otherwise agreed upon by the Managing Member and the
contributing Member.

     

    (b) The Gross
Asset Values of all Company assets (including assets contributed to the Company)
shall be adjusted to equal their respective gross fair market values, as
reasonably determined by a Super Majority in Interest, as of each of the
following times: (i) the acquisition of an additional Membership Interest by any
new or existing Member in exchange for more than a de minimis capital
contribution; (ii) the distribution by the Company to a Member of more than a
de minimis
amount of Company property or cash in consideration of the redemption, or
partial redemption, of the Membership Interest of the Member or Members to whom
such distribution shall be made if, in connection therewith, the Managing Member
reasonably determines that such adjustment is necessary or appropriate to
reflect the relative economic interests of the Members in the Company; and (iii)
the liquidation of the Company within the meaning of Regulation Section
1.704-1(b)(2)(ii)(g).

     

    (c) The Gross
Asset Value of any Company asset distributed to any Member shall be the gross
fair market value of such asset on the date of distribution as reasonably
determined by the Managing Member.

     

    
      
        
        

      

      
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    (d) The Gross
Asset Value of any Company assets shall be increased (or decreased) to reflect
any adjustments to the adjusted basis of such assets pursuant to Code Section
734(b) or Code Section 743(b), but only to the extent that such adjustments are
taken into account in determining Capital Accounts pursuant to Regulation
Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall
not be adjusted to the extent the Managing Member determines that an adjustment
pursuant to subparagraph (b) above is necessary or appropriate in connection
with a transaction that would otherwise result in an adjustment pursuant to this
subparagraph (d).

     

    If the
Gross Asset Value of an asset has been determined or adjusted pursuant to any of
the foregoing, such Gross Asset Value shall thereafter be adjusted by the
Depreciation taken into account with respect to such asset for purposes of
computing Net Income and Net Losses.

     

    “Liquidating
Trustee” means
such Person as is selected at the time of dissolution by a Super Majority in
Interest, which Person may include an Affiliate of any Member.  The
Liquidating Trustee shall be empowered to give and receive notices, reports and
payments in connection with the dissolution, liquidation and/or winding-up of
the Company and shall hold and exercise such other rights and powers as are
necessary or required to permit all parties to deal with the Liquidating Trustee
in connection with the dissolution, liquidation, and/or winding-up of the
Company.

     

    “Managing
Member” means the
GAC Member, as appointed in Section 7.1 of this Agreement, or its successor as
appointed in Section 7.2 of this Agreement.

     

    “Member
Nonrecourse Debt”
has the meaning ascribed to partner nonrecourse debt in Regulation Section
1.704-2(b)(4).

     

    “Member
Nonrecourse Debt Minimum Gain” means an amount, with
respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that
would result if such Member Nonrecourse Debt was treated as a Nonrecourse
Liability, determined in accordance with Regulation Sections 1.704-2(i)(2) and
(3).

     

    “Member
Nonrecourse Deductions” has the meaning ascribed to
partner nonrecourse deductions in Regulation Sections 1.704-2(i)(1) and
1.704-2(i)(2).

     

    “Members” means the Persons named in
the preamble to this Agreement who have been admitted to the Company in
accordance with this Agreement and other Persons who are admitted to the Company
as Members and have become signatories hereto from time to time, all of whom are
listed on Exhibit
A attached hereto and incorporated herein by reference, as the same shall
be amended from time to time.

     

    “Membership
Interest” means a
Member’s entire interest in the Company, which shall entitle the Member to (a)
an interest in the Net Income, Net Loss, Distributable Cash, and net proceeds of
liquidation of the Company, as set forth herein; (b) any right to vote as set
forth herein or as required under the Act; and (c) any right to participate in
the management of the Company as set forth herein or as required under the
Act.  A Membership Interest is personal property and a Member shall
have no interest in the specific assets or property of the Company.

     

    
      
        
        

      

      
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“Membership
Percentage”
means, with respect to each Member, such Member’s percentage ownership interest
in the Company set forth on Exhibit A attached
hereto, as may be amended or adjusted from time to time.

     

    “Minimum
Gain” shall mean
the minimum gain, determined by computing, with respect to each non-recourse
liability, the amount of gain (of whatever character), if any, that would be
realized if the Company disposed of (in a taxable transaction) the property
subject to such liability in full satisfaction thereof (and for no other
consideration), and by then aggregating the amounts so
computed.  Minimum Gain shall be computed in all respects in
conformity with the Regulations.  Without limiting the generality of
the foregoing, all definitions relevant for Minimum Gain purposes shall have the
meaning ascribed thereto in, or for purposes of, the Regulations.

     

    “Net
Income” or “Net
Loss” shall mean
the income or loss for federal income tax purposes determined as of the close of
the Company’s Fiscal Year or as of such other time as may be required by this
Agreement or the Code, as well as, where the context requires, related federal
tax items such as tax preferences and credits, appropriately adjusted with
respect to final determination of any of the foregoing for federal income tax
purposes, and also adjusted as follows:

     

    (a) Any
income that is exempt from federal income tax and not otherwise taken into
account in computing Net Income or Net Loss shall be added to such taxable
income or loss.

     

    (b) Any
expenditures described in Section 705(a)(2)(B) of the Code, or treated as
Section 705(a)(2)(B) expenditures pursuant to Regulation Section
1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net
Income or Net Loss shall be subtracted from such taxable income or
loss.

     

    (c) In lieu
of depreciation, amortization or other cost recovery deductions taken into
account in computing such taxable income or loss, there shall be taken into
account Depreciation for such Fiscal Year or other period.

     

    (d) Gain or
loss during any Fiscal Year on account of the sale, exchange, condemnation or
other disposition of any assets, as determined in accordance with Section 1001
of the Code (or, where applicable, Section 453 of the Code), appropriately
adjusted, however, with respect to final determination of the foregoing for
federal income tax purposes, and also adjusted as follows:

     

    (i) In the
event the Gross Asset Value of any asset is adjusted pursuant to
sub­para­graphs (b) or (c) of the definition of Gross Asset Value, the
amount of such adjustment shall be taken into account as though the same
constituted gain or loss from the disposition of such asset for purposes of
computing Net Income or Net Loss under the provisions of this
Agreement.

     

    (ii) gain or
loss, if any, resulting from any disposition of Company assets with respect to
which gain or loss is recognized for federal income tax purposes shall be
computed by reference to the Gross Asset Value of the property disposed of,
notwithstanding that the adjusted tax basis of such property differs from its
Gross Asset Value.

     

    
      
        
        

      

      
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                    “Nonrecourse
Deductions” has
the meaning set forth in Regulation Section 1.704-2(b)(1).

     

    “Nonrecourse
Liability” has
the meaning set forth in Regulation Section 1.704-2(b)(3).

     

    “Person” means any natural person or
Entity.

     

    “Regulation”
or “Regulations”
means the proposed, temporary and final regulations promulgated by the Treasury
Department pursuant to the Code, as amended from time to time.

     

    “Restricted
Business” means
any business based on, directly or indirectly, the ceramic composite technology
for any and all transportation applications using the UltraTemp products,
including gas sensors, fuel cell stacks and components, heat and gas
distribution products, excluding (Ref 2.10 i) plastic welding for automotive
components, and operational capabilities related thereto.

     

    “Super
Majority In Interest” means Members collectively
holding seventy percent (70%) or more of the Membership Percentage, not
including the Membership Percentage of Defaulted Members.

     

    “Tax
Distribution”
means a distribution by the Company of Distributable Cash to the Members which
is designed to estimate such Member’s respective tax liability with respect to
such Member’s Membership Interest for the applicable time
period.  Each Tax Distribution shall be in an amount presently equal
to an assumed aggregate Federal and state income tax liability of 40% of the
cumulative taxable income (after taking account of allocated tax losses and
deductions for any prior periods subsequent to the last Tax Distribution)
allocated (or estimated to be allocated if not determined at such time) to such
Member since the last Tax Distribution to such Member.  In the event
that the highest federal income tax rate tax for individuals is changed from
35%, the assumed rate above shall be likewise adjusted to reflect the change to
such modified maximum federal tax rate (rounded up to the next whole
percentage).  All such Tax Distributions shall be determined and made
without regard to any available or applied tax credits and otherwise without
regard to the tax status, profile or other actual tax liability of the
Members.

     

    “Transfer” means assign, sell, pledge,
encumber, give or otherwise transfer, dispose of or alienate, or grant an option
or contractual agreement to do any of the foregoing, but shall not include any
transfer to a legal representative or successor trustee.

     

    “Unreturned
Capital Contribution” shall mean with respect to
each Member the Capital Contributions made from time to time to the Company by
such Member, reduced by any distributions previously made to such Member
pursuant to Section 5.1(b)(i).  If at any time during the term of the
Company, the “Unreturned Capital Contribution” of any Member shall have been
reduced to zero, “Unreturned Capital Contributions” thereafter shall be
calculated with respect to such Member only by considering such Member’s
subsequent Capital Contributions and subsequent distributions pursuant to
Section 5.1(b)(i).

     

    1.2 Other Defined
Terms.  Capitalized
terms not defined in Section 1.1 shall have the meanings set forth in the other
sections of this Agreement.

     

    
      
        
        

      

      
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    1.3 References.  References
to an “Exhibit” or to a “Schedule” are, unless otherwise specified, to one of
the exhibits or schedules attached to this Agreement, and references to an
“Article” or a “Section” are, unless otherwise specified, to one of the articles
or sections of this Agreement.  Each Exhibit and Schedule attached
hereto and referred to herein is hereby incorporated herein by such
reference.

     

    
      ARTICLE
II-
ORGANIZATION

    

    
    

     

    2.1 Organization of
Company.  Effective
as of July 15, 2008, the date of the filing of the Articles of Organization with
the Secretary of State of the State of Florida, the initial Members named in the
preamble to this Agreement formed the Company as a limited liability
company.  From the date hereof forward, the Company is to be governed
by the terms hereof.  Except as provided herein or in the Articles of
Organization, the rights and obligations of the Members are as provided under
the Act.

     

    2.2 Name.  The
name of the Company is “General Automotive Advanced Technology Group, LLC” or
such other name as may be selected by the Managing Member.

     

    2.3 Purpose and
Powers.  The
purpose of the Company is to exercise all of the powers granted to a limited
liability company under the laws of the State of Florida, including, without
limitation, the powers specifically enumerated in Section 608.404 of the Act,
subject to the terms and conditions of this Agreement (the “Business”).

     

    2.4 Principal
Office.  The
location of the Company’s principal office is 5422 Carrier Drive, Suite 309,
Orlando, Florida 32819, or such other place as may be selected by the Managing
Member.

     

    2.5 Registered Agent and
Registered Office.  The
statutory agent for service of process and the registered office of the Company
in the State of Florida shall be A.G.C. Co., 200 S. Orange Avenue, Suite 2300,
Orlando, Florida 32801, or such other statutory agent and registered office as
the Managing Member may determine from time to time.  All notices
shall be forwarded to the Members.

     

    2.6 Members.  The
Members named in the preamble to this Agreement have been admitted to the
Company as initial Members.  The names and mailing addresses of the
Members are set forth in Exhibit A attached
hereto and incorporated herein by reference, as the same may be amended from
time to time.  The Company shall be entitled to recognize the
exclusive right of a person regis­tered on its books as the owner of
Membership Interests to receive distributions, and to vote or take other action
as such owner, and to hold liable for calls and assessments a person registered
on its books as the owner of Membership Interests, and shall not be bound to
recognize any equitable or other claim to or interest in such Membership
Interests on the part of any other Person, whether or not it shall have express
or other notice thereof, except as otherwise provide by the laws of the State of
Florida.

     

    2.7 Limited
Liability.  The
Members intend that the Company not be a partnership (including, without
limitation, a limited partnership) or joint venture under any state law, and
that no Member be a partner or joint venturer of any other Member, for any
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    federal
and state tax purposes (for which the Members do intend to be taxed as a
“partnership”), and that this Agreement not be construed to suggest otherwise.
Except as otherwise provided by the Act, the debts, obligations and liabilities
of the Company, whether arising in contract, tort or otherwise, shall be solely
the debts, obligations and liabilities of the Company, and the Members shall not
be obligated personally for any such debt, obligation or liability of the
Company solely by reason of being a member of the Company.

     

    2.8 Scope of Members’
Authority.  Unless
otherwise expressly provided in this Agreement, no Member shall have any
authority to act for, or assume any obligations or responsibility on behalf of
the Company or any other Member.  Nothing contained herein shall
constitute the Members as partners with one another in any matter (other than
for federal income tax purposes) or render any of them liable for the debts or
obligations of any other Member.

     

    2.9 SenCer
Member Services.

     

    (a)           Services.  For
as long as SenCer Member is a Member of the Company, SenCer Member shall provide the
following services for the benefit of and on behalf of the Company
(collectively, the “Services”):

     

    (i)           design
and develop applications and prototype products for clients of the
Company;

     

    (ii)           provide
technical support to marketing and commercialization efforts of GAC
Member;

     

    (iii)           provide
scale-up and manufacturing design services; and

     

    (iv)           such
other services as agreed by SenCer Member and the Managing Member from time to
time.

     

    At all
times that the Services are provided by SenCer Member, David Burt shall be
required to directly and actively participate in the provision of the Services,
including, without limitation, undertaking a supervisory role with respect to
such Services.  In the event David Burt shall terminate his
relationship with SenCer Member, die, become incapacitated or otherwise cannot,
will not or does not fulfill the obligations set forth above, then SenCer Member
shall have thirty (30) days to engage a replacement who is acceptable in GAC
Member’s sole and absolute discretion; and the failure to do so shall constitute
a Default (as defined in Section 9.5 hereof).  David Burt and any
replacement will also be required to execute and deliver a
non-disclosure/non-competition/non-solicitation agreement in form and substance
acceptable to the Managing Member on or before the Viability Confirmation Date
(as defined below) in the case of David Burt, and on or before his engagement
begins in the case of a replacement.

     

    (b)           Expenses.  The
Company shall reimburse SenCer Member for reasonable out-of-pocket costs and
expenses actually incurred by SenCer Member in the course of performing the
Services; provided, that (i) such costs and expenses were provided for in an
operating budget approved by the Managing Member, or (ii) SenCer Member shall
have obtained the approval of the Managing Member prior to incurring such costs
and expenses.  SenCer Member shall provide any and all documentation
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    connection
with any reimbursable expenses incurred.  The Managing Member shall
determine the reasonableness of the expenses incurred in its sole
discretion.

     

    (c)           Ownership of Work
Product.

     

    (i)           SenCer
Member agrees that all works of authorship and materials (hereinafter
“materials”) and ideas generated or developed by SenCer Member (whether solely
or jointly with others) in performing Services under this Agreement or
contributed or furnished by SenCer Member to the Company, and any intellectual
property rights therein, shall be and remain the property of the
Company.  SenCer Member specifically agrees that all copyrightable
materials generated or developed in performing Services under this Agreement
shall, upon creation, be owned exclusively by the Company.  To the
extent that any such materials, under applicable law, may not be considered to
be owned exclusively by the Company, SenCer Member hereby assigns to the Company
the worldwide ownership of copyright in such materials, in any and all media and
forms of expression now known or hereafter devised, without the necessity of any
further consideration, and the Company shall be entitled to obtain and hold in
its own name all copyrights in respect of such materials.

     

    (ii)           If
and to the extent SenCer Member may, under applicable law, be entitled to claim
any ownership interest in any materials and ideas generated or developed by
SenCer Member (whether solely or jointly with others) in performing Services
under this Agreement, SenCer Member hereby transfers, grants, conveys, assigns,
and relinquishes exclusively to the Company all of SenCer Member’s worldwide
right, title, and interest in and to such materials and ideas, in any and all
media and forms of expression now known or hereafter devised, under patent,
copyright, trade secret, and trademark and any other law, in perpetuity or for
the longest period otherwise permitted by law.

     

    (iii)           SenCer
Member shall perform any acts that may be deemed necessary or desirable by the
Company to evidence more fully transfer of ownership of all materials, ideas and
Company Proprietary Rights (defined herein) designated under this Section 2.9(c)
to the Company to the fullest extent possible, including, but not limited to,
the making of further written assignments in a form determined by the Managing
Member.

     

    (iv)           The
Members acknowledge and agree that:  (i) as between any Member on the
one hand, and the Company on the other, the Company owns all worldwide right,
title and interest in and to any and all products and services of the Company
(including, without limitation, all prototypes and other products produced by
the Company or by a Member on behalf of or for the use or benefit of the Company
(whether solely or jointly with others)), the core systems and other technology
owned, licensed or used by the Company, any and all materials and content
provided by the Company to a Member in connection with this Agreement, any and
all trademarks and trademark applications, service marks and service mark
applications, trade names, logos, copyrights and copyright applications, and
patents and patent applications owned or licensed by the Company, any and all
proprietary processes, inventions, discoveries, technology, apparatus, tools,
drawings, designs, plans, specifications, trade secrets, know-how, standards,
documentation, applications, programs, methods, techniques, formulae, protocols,
analyses, information and data in any form developed by the Company or by a
Member on behalf of or for the use or benefit of the Company (whether solely or
jointly with others), any

     

    
      
        
        

      

      
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    and
all improvements, updates, upgrades, modifications and additions to, based
upon or derived from the foregoing developed by the Company or by a Member on
behalf of or for the use or benefit of the Company (whether solely or jointly
with others), and all associated intellectual property relating to or in
connection with the foregoing (the “Company
Proprietary Rights”); (ii) nothing in this
Agreement shall confer in any Member any license or right of ownership in the
Company Proprietary Rights; and (iii) no Member shall now or in the future
contest the Company’s ownership of the Company Proprietary Rights, or the
validity of any intellectual property rights registrations made by the Company
with respect thereto.  No licenses are hereby granted by the
Company.  For the purposes hereof, Company Proprietary Rights shall
exclude any intellectual property developed by SenCer Member independent from
SenCer Member’s performance of Services under this Agreement (and not jointly
with, on behalf of, or for the use or benefit of the Company) that is not,
directly or indirectly, related in any way to transportation applications, the
transportation industry or any business related thereto.

     

    (v)           SenCer
Member agrees that the foregoing assignments of rights include, without the
necessity of any further consideration: (i) an assignment (to the extent
assignable) of all moral rights and droit moral rights, and any rights similar
to them under tort, contract or other theories, in such materials and content,
or a waiver (to the extent not assignable, but waivable), by SenCer Member of
such rights; (ii) an assignment of all claims, demands and rights of action,
both statutory and based upon common law, that SenCer Member has or might have
by reason of any infringement of any of such materials, ideas and Company
Proprietary Rights prior to, on or after the date of this Agreement, together
with the right to prosecute such claims, demands and rights of action in the
Company’s own name, and (iii) any income, fees, royalties, damages and payments
now or hereafter due and/or payable under and with respect to any materials,
ideas and Company Proprietary Rights, including without limitation, the right to
recover for past, present or future infringements of such materials, ideas and
Company Proprietary Rights or unauthorized use or disclosure of the
same.

     

    2.10 Non-Competition
Covenants.

     

    (a)           With
respect to each Member, for the period commencing on the date such Member (a
“Covenanting
Member”) becomes
a Member of the Company and continuing for three (3) years after such Member
ceases to be a Member of the Company:

     

    (i)           None
of the Covenanting Member or any of its Affiliates shall, directly or
indirectly, enter into, engage, promote, assist (financially or otherwise), or
consult with, any business, enterprise or activity which competes, or would
compete with the Restricted Business anywhere worldwide; provided, however, with
respect to each Covenanting Member, Restricted Business shall not include, (A)
any business currently conducted by such Covenanting Member or its Affiliates,
or (B) any business of the Company which is not derived directly or indirectly
from the SenCer License (as defined below).

     

    (ii)           None
of the Covenanting Member or any of its Affiliates shall, directly or
indirectly, solicit (or attempt to solicit) any Restricted Business, conduct any
Restricted Business with, or render services constituting Restricted Business
to, any vendors, clients or prospective clients of the Company, or interfere (or
attempt to interfere) with any relationship of the Company with any vendor or
client.

     

    
      
        
        

      

      
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    (iii)           None
of the Covenanting Member or any of its Affiliates shall, directly or
indirectly, employ or engage any Person who, at any time within the twelve (12)
month period immediately preceding such employment or engagement, was an
employee, officer, director, sales representative, agent, vendor or independent
contractor of the Company.

     

    (iv)           The
Covenanting Member shall, and shall cause all of its Affiliates to, refer all
Restricted Business to the Company.

     

    (b)           The
Covenanting Member acknowledges that (i) the provisions of this Section 2.10 are
fundamental and essential for the protection of the Company’s legitimate
business and proprietary interests, and (ii) such provisions are reasonable and
appropriate in all respects.  If any of the covenants contained in
this Section 2.10 or any part thereof, is held to be unenforceable because of
the duration or geographical scope of such provision, the parties agree that the
court making such determination shall have the power to reduce the duration or
scope of such provision, as the case may be, or delete specific words or
phrases, and, in its reduced form, such provision shall then be enforceable and
shall be enforced.  The Covenanting Member further acknowledges that
the provisions of this Section 2.10 and the rights of the Company hereunder, are
critical to the Company and, but for such provisions, they would not have
entered into this Agreement.

     

    (c)           Notwithstanding
the foregoing, nothing contained in this Section 2.10 shall be deemed to
preclude the Covenanting Member or its Affiliates from owning less than five
percent (5%) of the combined voting power of all issued and outstanding voting
securities of any publicly held corporation whose stock is traded on a major
stock exchange or quoted on NASDAQ.

     

    (d)           The
Covenanting Member acknowledges and agrees that the Company’s remedies at law
for any violation or attempted violation of any of the Covenanting Member’s
obligations under this Section 2.10 would be inadequate, and agree that in the
event of any such violation or attempted violation, the Company shall be
entitled to a temporary restraining order, temporary and permanent injunctions,
and other equitable relief, without the necessity of posting any bond or proving
any actual damage, in addition to all other rights and remedies that may be
available to the Company from time to time.

    
       

      ARTICLE
III -
CAPITAL CONTRIBUTIONS

    

    
    

     

    3.1 Initial Capital
Contributions.   The
initial Capital Contributions of the Members named in the preamble to this
Agreement shall be made as follows:

     

                           (a)           Start-Up
Contribution.  Following the date hereof, GAC Member shall
contribute such services and incur such costs and expenses as it shall deem
necessary to determine the commercial viability of the Business (the “Start-Up
Services”). The
Company and the Members hereby acknowledge and agree that the Gross Asset Value
of the Start-Up Services is equal to $200,000, inclusive of costs and expenses
incurred by GAC Member in connection with the Start-Up Services.

     

    
      
        
        

      

      
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                          (b)           Viability Confirmation
Date.  In the event GAC Member becomes satisfied, in its sole
and absolute discretion, that the Business is commercially viable, GAC Member
shall provide written notice to SenCer Member of such
determination.  In such notice, GAC Member shall designate a “Viability
Confirmation Date” which date shall not be less
than ten (10) days or more than thirty (30) days after the date of such
notice.

     

    (i)           On
the Viability Confirmation Date and continuing at such times and from time to
time thereafter, GAC Member shall make additional Capital Contributions in such
amounts and at such times as GAC Member determines, up to an aggregate of
$750,000, in cash, to the Company to fund the operations of the
Company.

     

    (ii)           On
the Viability Confirmation Date, SenCer Member shall have contributed to the
Company a perpetual, irrevocable, exclusive, nontransferable (other than as part
of a sale of all or substantially all of the assets of the Company, a merger or
consolidation of the Company, or other transaction or series of transactions
constituting a sale of all or substantially all of the Membership Interests in
the Company), unlimited, unrestricted, royalty free right and license, with the
right to sublicense, to use SenCer Member’s ceramic composite technology for any
and all transportation applications using the UltraTemp products including gas
sensors, fuel cell stacks and components, heat and gas distribution products,
but excluding plastic welding for automotive components, and operational
capabilities related thereto (the “SenCer
License”), all
pursuant to an exclusive license agreement by and between the Company and SenCer
Member in the form attached hereto as Exhibit
B.  The Company and the Members hereby acknowledge and agree
that the Gross Asset Value of the SenCer License shall equal
$2,000,000.

     

    3.2 Withdrawal; Return of
Capital; Interest.  Except
as specifically provided herein, no Member shall be entitled to any
distributions from the Company or to withdraw any part of such Member’s Capital
Contribution prior to the Company’s dissolution and liquidation, or when such
withdrawal of capital is permitted, to demand distribution of property other
than money.  No Member shall be entitled to interest on its Capital
Contribution.

     

    3.3 Waiver of Appraisal
Rights.  Each
of the Members hereby agrees that no Member shall have any appraisal rights
whether pursuant to the Act or otherwise.

     

    
      
        
        

      

      
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    3.4 Obligation
to Make Additional Capital Contributions.  

     

    (a)           Except
as specifically set forth in this Agreement and after no less than $2,000,000
has been contributed to the Company by GAC Member, the Members shall make
additional Capital Contributions in such amounts and at such times and from time
to time as the Managing Member shall determine.  Upon a determination
by the Managing Member that a call for additional Capital Contributions is
needed, upon written notice of such capital call by the Managing Member, each
Member shall fund to the Company such Member’s pro rata share (based upon such
Member’s respective Membership Percentage) of the aggregate amount determined by
the Managing Member (the “Capital
Call Amount”),
which amount shall be due, in cash, on the date the Managing Member determines
(the “Funding
Date”).

     

                  
(b)           If any
Member fails to make the full amount of the additional Capital Contribution to
the Company required of such Member by the Funding Date (the “Non-Contributing
Member”), the
other Members (the “Contributing
Members”) shall
have the right, exercisable within thirty (30) days after the Funding Date, to
elect either of the following options:

     

    (i) Upon the
approval of the Contributing Members to cause the Company to return to the
Contributing Members the full amount of any additional Capital Contribution made
to the Company with respect to the relevant Funding Date, and simultaneously
therewith causing the return to the Non-Contributing Member of any portion of
such additional Capital Contribution which may have been advanced to the Company
by the Non-Contributing Member, such refund to be made immediately upon written
demand therefor from the Contributing Members; or

     

    (ii) If the
Contributing Members shall not have elected to obtain a refund of their
additional Capital Contributions in accordance with subsection (i) above, the
Contributing Members may, pro rata (based upon the relative Membership
Percentages of the Contributing Members electing to make advances under this
subsection (ii)), then advance to the Company a sum equal to (but not less than)
the difference between the full amount of the additional Capital Contribution
which the Non-Contributing Member was required to advance to the Company and the
actual amount thereof, if any, so advanced by the Non-Contributing Member (said
difference being herein referred to as the “Unfunded
Balance”).  If any of the
Contributing Members elect to advance an amount equal to the Unfunded Balance to
the Company, then such Members shall, concurrently therewith, elect, by notice
in writing to the Company and to the Non-Contributing Member, to treat such
advance as a loan to the Non-Contributing Member (which loan shall bear interest
at a rate equal to the sum of the Contributing Member’s weighted average cost of
capital (as reasonably determined by such Contributing Member as of the Funding
Date) plus 4%, but not to exceed the highest rate permitted by law, be payable
in full upon demand by the Contributing Members, and be secured by the
Membership Interest of the Non-Contributing Member), or an additional Capital
Contribution to the Company, or any combination of loan and additional Capital
Contribution.  If such Contributing Members elects to treat all or
part of the additional advance as a loan to the Non-Contributing Member, the
Non-Contributing Member shall execute and deliver such documents and instruments
evidencing and securing such advance to the Contributing Members, including, but
not limited to, a promissory note, security agreement and UCC Financing


     

    
      
        
        

      

      
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    Statement,
all in form and substance acceptable to the Contributing Members in their sole
discretion.  If such Contributing Members elect to treat all or part
of the additional advance as an additional Capital Contribution to the Company,
then (i) the amount of such advance made by the Contributing Members shall be
treated as an additional Capital Contribution to the Company and credited to the
Capital Account of each such Contributing Member, and (ii) the Membership
Percentages of the Members shall be adjusted, effective as of the date of the
additional advance made by the Contributing Members, as follows:

     

    (A) The Membership Percentage of each
Contributing Member shall be equal to the percentage determined by dividing (x)
the Capital Base (as hereinafter defined) of such Contributing Member plus 100%
of any additional Capital Contribution, or part thereof, made by such
Contributing Member on behalf of a Non-Contributing Member, by (y) the Total
Capital Base (as hereinafter defined).

     

    (B) The Membership Percentage of the
Non-Contributing Member shall be an amount equal to 100% less the Membership
Percentage of the Contributing Members, as adjusted pursuant to clause (A)
above. In the event there is more than one Non-Contributing Member, the
Membership Percentage of each Non-Contributing Member shall be equal to 100%
less the Membership Percentages of the Contributing Members, as adjusted
pursuant to clause (A) above, multiplied by a fraction, the numerator of which
is such Non-Contributing Member’s Membership Percentage prior to adjustment as
provided herein and the denominator of which is the aggregate Membership
Percentages of all Non-Contributing Members.

     

    For
purposes hereof, the term “Capital
Base” shall mean
all Capital Contributions made to the Company by a Contributing Member as of the
date of adjustment hereunder, but not including any additional Capital
Contribution made by a Contributing Member on behalf of a Non-Contributing
Member for which an adjustment to the Members’ Membership Percentages is then
being made pursuant to this Section 3.4.  The term “Total
Capital Base”
shall mean that amount, as of the such date, of all Capital Contributions
theretofore made to the Company by all Members, including the additional Capital
Contributions made by the Contributing Members on behalf of a Non-Contributing
Member for which an adjustment to the Members’ Membership Percentages is then
being made pursuant to this Section 3.4.

     

    (c)           For
as long as a loan described in this Section 3.4 is outstanding, the
Non-Contributing Member hereby directs that all distributions made by the
Company, including, without limitation, Tax Distributions, that would otherwise
be payable to the Non-Contributing Member, shall be paid directly to the
Contributing Members, pro rata, in repayment of such loans until such loans are
paid in full.

     

    (d)           The
remedies provided above shall be in addition to any other rights and remedies
the Company and the Contributing Member may have in the event of the failure of
any Member to make an additional Capital Contribution under this Agreement, any
other agreement, at law or in equity.  Nothing herein shall be
interpreted to excuse a Member from its obligations to make additional Capital
Contributions pursuant to the terms of this Agreement.

     

    
      
        
        

      

      
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    3.5 Additional
Funding; Loans.  In the Managing Member’s discretion, the
Company may obtain one or more loans from third party lenders or the Managing
Member may elect to make or cause its Affiliates to make one or more loans to
the Company, in each case for any purpose as determined by the Managing
Member.  Such loans may be secured or unsecured and shall be subject
to such terms and conditions as the Managing Member shall
determine.  Any loans made by the Managing Member or its Affiliates
shall be subject to such agreements, documents and instruments as reasonably
required by a Super Majority in Interest; provided, however, in the event of an
emergency that, in the good faith determination of the Managing Member,
threatens the preservation of the business or operations of the Company or all
or any material part of the Company’s assets, then any loan made by the Managing
Member or its Affiliates under such circumstances shall be subject to such
agreements, documents and instruments as determined by the Managing Member in
its sole discretion.

     

    
      ARTICLE
IV-
ALLOCATION OF NET INCOME AND NET LOSS; ETC.

    

    
    

     

    4.1 Net
Income and Net Loss.

     

      After
giving effect to the special allocations in Section 4.2, Net Income and Net Loss
from operations of the Company shall be allocated as follows:

     

    (a)           Net
Income.  Net Income shall be allocated among the Members in the
following manner:

     

    (i)           First,
among the Members to the extent of and in proportion to their cumulative Net
Loss, if any, previously allocated to such Members pursuant to Section 4.1(b)
and Section 4.1(c), reduced by any prior allocations of Net Income to such
Members pursuant to this Section 4.1(a)(i);

     

    (ii)           Second,
after giving effect to the allocations made pursuant to Section 4.1(a)(i), to
the Members to the extent of and in proportion to their respective Unreturned
Capital Contributions until the balances of the Members’ Unreturned Capital
Contributions are zero; and

     

    
      
        
        

      

      
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    (iii)           Thereafter,
to the Members in proportion to their respective Membership
Percentages.

     

    (b)           Net
Loss.  Net Loss shall be allocated among the Members in the
following manner:

     

    (i)           First,
to the Members to the extent of and in proportion to their respective Unreturned
Capital Contributions until the balances of the Members’ Unreturned Capital
Contributions are zero; and

     

    (ii)           Second,
to the Members to the extent of and in proportion to their respective positive
Capital Account balances, as necessary to cause each Member’s Capital Account
balance, determined after adjusting the Members’ Capital Accounts for the
allocations made pursuant to Section 4.1(b)(i), to equal zero; and

     

    (iii)           Thereafter,
to the Members in proportion to their respective Membership
Percentages.

     

    (c)           Limitations on Net Loss
Allocation.  Notwithstanding Section 4.1(b), Net Losses
allocated to a Member pursuant to Section 4.1(b) shall not exceed the maximum
amount of Net Losses that can be allocated without causing a Member to have an
Adjusted Capital Account Deficit at the end of any taxable year.  If
any Member would have an Adjusted Capital Account Deficit as a consequence of an
allocation of Net Losses pursuant to Section 4.1(b), the amount of Net Losses
that would be allocated to such Member but for the application of this Section
4.1(c) shall be allocated to the other Members to the extent that such
allocations would not cause such other Members to have an Adjusted Capital
Account Deficit and allocated among such other Members in proportion to their
positive Adjusted Capital Account Balances.  If none of the Members
can be allocated Net Losses without such allocation causing such Members to have
an Adjusted Capital Account Deficit, such Net Losses shall be allocated as if
this Section 4.1(c) were not in effect.  Any allocation of items of
income, gain, loss, deduction or credit pursuant to this Section 4.1(c) shall be
taken into account in making subsequent allocations pursuant to Sections 4.1(a)
or 4.1(b), and prior to any allocation of items in such Section so that the net
amount of any items allocated to each Member pursuant to Section 4.1(a), Section
4.1(b) and this Section 4.1(c) shall, to the maximum extent practicable, be
equal to the net amount that would have been allocated to each Member pursuant
to the provisions of Section 4.1(a) and Section 4.1(b) if such allocations under
this Section 4.1(c) had not occurred.

     

    4.2 Special
Allocations.

     

    (a) Company Minimum Gain
Chargeback.  Notwithstanding any other provision of this
Article IV, if there is a net decrease in Company Minimum Gain during any
taxable year or other period for which allocations are made, prior to any other
allocation under this Agreement, each Member will be specially allocated items
of income and gain relating to that period (and, if necessary, subsequent
periods) in proportion to, and to the extent of, an amount equal to such
Member’s share of the net decrease in Minimum Gain during such year as
determined in accordance with Regulation Section 1.704-2(g)(2).  The
items to be allocated will be determined in accordance with Regulation Section
1.704-2(f).

     

    (b) Member Nonrecourse Debt
Minimum Gain Chargeback.  Notwithstanding any other provision
of this Article IV, if there is a net decrease in Member Nonrecourse Debt
Minimum Gain attributable to a Member Nonrecourse Debt, each Member who has a
share of the Member Nonrecourse Debt Minimum Gain attributable to such Member
Nonrecourse Debt, determined in accordance with Regulation Section
1.704-2(i)(5), shall be specially allocated items of income and gain for such
Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to
such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain
attributable to such Member Nonrecourse Debt, determined in accordance with
Regulation Section 1.704-2(i)(4).

     

    (c) Qualified Income
Offset.  A Member who unexpectedly receives any adjustment,
allocation or distribution described in Regulation Sections
1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be specially allocated items of income
and gain in an amount and manner 

     

    
      
        
        

      

      
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    sufficient
to eliminate, to the extent required by the Regulations, the Adjusted Capital
Account Deficit of the Member as quickly as possible.

     

    (d) Gross Income
Allocations.  Each Member who has an Adjusted Capital Account
Deficit at the end of any Fiscal Year will be specially allocated, as quickly as
possible, items of gross income and gain in the amount of such
deficit.

     

    (e) Nonrecourse
Deductions.  Nonrecourse Deductions for any Fiscal Year or
other period for which allocations are made will be allocated among the Members
in proportion to their respective Membership Percentages.

     

    (f) Member Nonrecourse
Deductions.  Notwithstanding anything to the contrary in this
Agreement, any Member Nonrecourse Deductions for any Fiscal Year or other period
for which allocations are made will be allocated to the Member who bears the
economic risk of loss with respect to the Member Nonrecourse Debt to which the
Member Nonrecourse Deductions are attributable in accordance with Regulation
Section 1.704-2(i).

     

    (g) Code Section 754
Adjustments.  To the extent an adjustment to the adjusted tax
basis of any Company asset under Code Sections 734(b) or 743(b) is required to
be taken into account in determining Capital Accounts under Regulation Section
1.704-1(b)(2)(iv)(m), the amount of the adjustment to the Capital Accounts will
be treated as an item of gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases the basis), and the gain or loss
will be specially allocated to the Members in a manner consistent with the
manner in which their Capital Accounts are required to be adjusted under
Regulation Section 1.704-1(b)(2)(iv)(m).

     

    (h) Interest in
Company.  Notwithstanding any other provision of this
Agreement, no allocation of Net Income or Net Loss or item of Net Income or Net
Loss will be made to a Member if the allocation would not have “economic effect”
under Regulation Section 1.704-1(b)(2)(ii).  The Tax Matters Member,
upon advice of independent tax counsel to the Company and with the consent of
the Managing Member, will have the authority to reallocate any item in
accordance with this Section 4.2(h).

     

    (i) Corrective
Allocations.  If the Company is required by Sections 4.2(c),
(d), (f) and (h) above to make an allocation in a manner less favorable to the
Members than is otherwise provided for in this Article IV, the Company shall,
upon the advice of the Company’s independent tax counsel that they are so
permitted under Section 704(b) of the Code and the Regulations thereunder or
other Code provisions, allocate Net Income or Net Loss arising in later Fiscal
Years so as to bring the allocations of Net Income or Net Loss to the Members as
nearly as possible to the allocations thereof otherwise contemplated by this
Article IV as if such allocation were not made.

     

    4.3 Tax
Allocations.  In
accordance with Code Section 704(c) and the Regulations thereunder, income,
gain, loss, and deduction with respect to any property contributed to the
capital of the Company shall, solely for tax purposes, be allocated among the
Members so as to take account of any variation between the adjusted basis of
such property to the Company for federal income tax purposes and its initial
Gross Asset Value in accordance with the “traditional 

     

    
      
        
        

      

      
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    method”
set forth in Regulation Section 1.704-3(b)(1).  For purposes of this
Section 4.3, contributions of property by a Member shall be aggregated to the
extent permitted pursuant to Section 1.704-3(e)(l) of the
Regulations.  Any recapture of depreciation pursuant to Sections 1245
or 1250 of the Code shall be allocated to the Members which realized the benefit
of the deductions attributable to such recapture.

     

    4.4 Effect on Allocations of New
Members or Assignees.  In
the event that new Members are admitted to the Company or persons become
Assignees on other than the first day of any Fiscal Year, Net Income and Net
Loss for such Fiscal Year shall be allocated among the Members and Assignees in
accordance with Code section 706, using any convention permitted by law and
selected by the Managing Member.

     

    4.5 No Effect on Distributable
Cash.  The
provisions of this Article IV shall have no relevance whatsoever for
purposes of determining each Member’s share of the Company’s Distributable Cash
or liquidation proceeds.

     

    
      ARTICLE
V-
DISTRIBUTIONS

    

    
    

     

    5.1  Distributions.  Distributable
Cash, if any, shall be distributed only in the following order of
priority:

     

    (a)           Tax
Distributions.  Except as may be prohibited by applicable law,
within one hundred twenty (120) days after the close of each Fiscal Year, the
Managing Member shall cause the Company to distribute to each Member an amount
of cash equal to such Member’s Tax Distribution with respect to such Fiscal
Year.

     

    (b)           Remaining Distributable
Cash.  After the Managing Member shall have made the
distributions set forth in Section 5.1(a), the Managing Member shall, from time
to time, distribute any remaining Distributable Cash to the Members at such
times and from time to time as the Managing Member determines, as
follows:

     

    (i)           to
the Members in proportion to the amounts of their respective Unreturned Capital
Contributions until the balances of the Members’ Unreturned Capital
Contributions are zero; and

     

    (ii)           then,
to the Members in proportion to their respective Membership
Percentages.

     

    Appropriate
credit will be give to the distribution under this Section 5.1(b) for the
Member’s Tax Distributions under Section 5.1(a).

     

    5.2  Withholding.  If the Managing
Member determines that the Company is required to withhold taxes on behalf of a
Member, each Member hereby authorizes the Company to withhold from or pay on
behalf of or with respect to such Member any amount of federal, state, local or
foreign taxes that the Managing Member determines that the Company is required
to withhold or pay with respect to any amount distributable or allocable to such
Member pursuant to this Agreement, including, without limitation, any taxes
required to be withheld or paid by the 

     

    
      
        
        

      

      
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    Company
pursuant to Sections 1441, 1442, 1445 or 1446 or any other applicable sections
of the Code.  Any amount paid on behalf of or with respect to a Member
shall constitute a loan by the Company to such Member, which loan shall be
repaid by such Member within fifteen (15) days after notice from the Managing
Member that such payment must be made unless (a) the Company withholds such
payment from a distribution which would otherwise be made to the Member or (b)
the Managing Member determines, in his sole and absolute discretion, that such
payment may be satisfied out of the available funds of the Company which would,
but for such payment, be distributed to the Member.  Any amounts
withheld pursuant to the foregoing clauses (a) or (b) shall be treated, for
purposes of this Agreement, as having been distributed to such Member as a Tax
Distribution.  Each Member hereby unconditionally and irrevocably
grants to the Company a security interest in such Member’s Membership Units to
secure such Member’s obligation to pay to the Company any amounts required to be
paid pursuant to this Section 5.2.  In the event that a Member fails
to pay any amounts owed to the Company pursuant to this Section 5.2 when due,
the Managing Member may, in his sole and absolute discretion, elect to make the
payment to the Company on behalf of such defaulting Member, and in such event
shall be deemed to have loaned such amount to such defaulting Member and shall
succeed to all rights and remedies of the Company as against such defaulting
Member (including, without limitation, the right to receive
distributions).  Any amounts payable by a Member hereunder shall bear
interest at the base rate on corporate loans at Large United States money center
commercial banks, as published from time to time in the Wall Street Journal,
plus four percentage points (but not higher than the maximum lawful rate) from
the date such amount is due (i.e., fifteen (15) days after demand) until such
amount is paid in full.  Each Member shall take such actions as the
Company or the Managing Member shall request in order to perfect or enforce the
security interest created hereunder.

    
       

      ARTICLE
VI -
ACCOUNTING AND ADMINISTRATIVE MATTERS

    

    
    

     

    6.1 Books and
Records.  The
Company will maintain true, complete and correct books of account of the
Company, in accordance with U.S. generally accepted accounting principles or
such other methodology, consistently applied, as determined by the Managing
Member.  The books of account shall contain particulars of all monies,
goods, assets (including but not limited to real, personal, and intangible) or
effects belonging to or owing to or by the Company, or paid, received, sold or
purchased in the course of the Business, and all of such other transactions,
matters and things relating to the business of the Company as are usually
entered in books of accounts kept by persons engaged in a business of a like
kind and character.  In addition, the Company shall keep all records
required to be kept pursuant to the Act.  A Member shall, upon prior
written notice and during normal business hours, have access to the information
described in Section 608.4101 of the Act, for the purpose of inspecting or, at
the expense of such Member, copying the same.  Any Member reviewing
the books and records of the Company pursuant to the preceding sentence shall do
so in a manner which does not unduly interfere with the conduct of the business
of the Company.

     

    6.2 Reports.  The
Company shall prepare, or cause to be prepared, and shall furnish to each Person
who was a Member during a Fiscal Year, within one hundred twenty (120) days
after the close of such Fiscal Year, (a) Financial Statements for such
Fiscal Year and (b) a Schedule K-1 or such other form as shall be
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    investment
in the Company for federal, state, local, provincial, territorial and foreign
income tax reporting purposes.

     

    6.3 Tax
Matters Partner.  GAC Member shall be the “Tax Matters
Partner,” as such term is defined in Section 6231(a)(7) of the
Code.

     

    6.4 Tax
Elections.  All
elections required or permitted to be made by the Company under any applicable
tax laws shall be made by the Managing Member.

    
       

      ARTICLE
VII -
MANAGEMENT OF COMPANY

    

    
    

     

    7.1 The Managing
Member.

     

    (a)           Managing
Member.  Except as specifically provided herein, the management
and control of the Company shall be vested exclusively in the GAC Member, as the
Managing Member. The Managing Member shall be responsible for the establishment
of policy and operating procedures respecting the business affairs of the
Company and the day-to-day operation of the Company’s
business.  Subject to the provisions of Section 7.3 hereof and as
expressly provided in this Agreement, the Managing Member shall have the power
and authority to take any actions not prohibited under the Act or other
applicable law which the Managing Member in its sole discretion determines are
proper, advisable or convenient to the discharge of his duties under this
Agreement or applicable law to conduct the business and affairs of the Company,
including, but not limited to, the power and authority to execute agreements and
other documents on behalf of the Company.  Except as expressly
provided in this Agreement with respect to those matters specifically reserved
to the Members, the Managing Member shall have the right, power and authority to
take any and all actions on behalf of the Company.

     

    (b) Delegation of
Powers.  The Managing Member may delegate his powers, but not
his responsibilities, to the employees or affiliates of any Member or to any
other Person.

     

    (c) Officers.  The
Managing Member may appoint such officers as the Managing Member, in his sole
discretion, deems reasonably necessary to effectuate the purposes and the
operation of the Company, which may include, without limitation, a Chief
Executive Officer, a President, a Chief Technology Officer, one or more Vice
Presidents, a Secretary, an Assistant Secretary and a Treasurer (“Officers”).  Any two of such
Officers, other than President and Vice President, and Secretary and Assistant
Secretary, may be held by the same Person, but no Officer shall execute,
acknowledge or verify any instrument in more than one capacity.  The
Officers, subject to the direction and control of the Managing Member, shall do
all things and take all actions necessary to run the business of the
Company.  Each Officer shall have the duties assigned to him/her by
the Managing Member.  Except as determined by the Managing Member, no
Officer of the Company shall receive any compensation for services rendered to
the Company by such person in such capacity.  Any Officer may be
removed at any time, with or without cause, by the Managing
Member.  An Officer may resign at any time by delivering notice to the
Company, such resignation to be effective when such notice is delivered, unless
the notice specifies a later effective date and the Managing Member agrees with
such later effective date.  Each Officer shall have the power and
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    behalf of
the Company which have been approved by the Managing Member or the Members
pursuant to Section 7.3.

     

    (d) Chief Technology
Officer.  The Company shall at all times maintain an Officer
position of “Chief Technology Officer.” The Chief Technology Officer shall have
authority over all technical product development and product development process
matters of the Company, as well as such other duties assigned to him by the
Managing Member.  The initial Chief Technology Officer shall be David
Burt.

     

    (e) Employees.  The
Company may employ such employees as the Managing Member deems reasonably
necessary to effectuate the purposes and operation of the
Company.  The Company may lease employees from any Member, including
the Managing Member, or any other Person.

     

    (f) Marketing and
Commercialization Services.  In addition to its duties as
Managing Member, so long as GAC Member is the Managing Member, GAC Member shall
provide the following services for the benefit of and on behalf of the Company
(collectively, the “GAC
Special Services”):  (i) GAC Member
shall be responsible for marketing and commercializing the Company’s products
and (ii) such other services related thereto as agreed to by GAC
Member.

     

    7.2 Replacement of the Managing
Member.  The
Managing Member may resign at any time by giving written notice to the Members
(the “Resignation
Notice”).  The resignation
of the Managing Member shall take effect thirty (30) days after the Resignation
Notice is given or at such earlier time as accepted by a Super Majority in
Interest; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.  If the
Managing Member shall die, be adjudged incompetent, refuse to serve, be
dissolved, or resign, or if no one is serving as Managing Member for any reason,
then a new Managing Member shall be elected by a Super Majority in
Interest.  The resignation of the Managing Member shall not affect the
Managing Member’s rights as a Member, and shall not constitute the Managing
Member’s withdrawal as a Member.

     

    7.3 Actions Requiring Member
Approval.  Notwithstanding
anything in this Agreement to the contrary, no action shall be taken, sum
expended, decision made or obligation incurred with respect to a matter within
the scope of any of the major decisions enumerated below (the “Major
Decisions”),
unless such a Major Decision has been approved by a Super Majority In Interest.
The Major Decisions are:

     

    (a) amending,
modifying, waiving or repealing any provisions of this Agreement or the Articles
of Organization, except as otherwise contemplated in this Agreement or the
Articles of Organization;

     

    (b) enter
into and consummate a Change of Control Transaction;

     

    (c) issuing
any Membership Interest and admitting new Members to the Company, the result of
which would reduce any Member’s Membership Percentage by more than five percent
(5%);

     

    
      
        
        

      

      
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    (d) reorganizing
the Company or causing the Company to merge or consolidate with or into another
Entity or acquiring another Entity or all or substantially all the assets of
another Entity;

     

    (e) except as
set forth in Section 10.1(a) hereof, dissolving or liquidating the Company;
and

     

    (f) materially
modifying, changing or amending any agreement or arrangement which is the
subject of the matters referred to in this Section 7.3.

     

    7.4 Member
Meetings.  An
annual meeting of the Members shall be held, with notice, in June of each year
or with notice on such other date selected by the Managing Member, for the
purposes of discussing any business that may come before the annual
meeting.  The Managing Member may call special meetings of the Members
for any reason the Managing Member may deem necessary.  Member
meetings shall be chaired by the Managing Member.

     

    7.5 Notice.  Notice
of a special meeting shall be given to each Member not less than ten (10) days
nor more than sixty (60) days prior to the date designated therein for such
meeting.  The notice should state the time and place of the special
meeting and the purpose(s) for which such meeting is called, and shall be hand
delivered or mailed to each Member, at the address of such Member as it appears
on the books of the Company or, if such Member has filed with the Company a
written request that notices be mailed to some other address, then to the
address designated in such request.

     

    7.6 Quorum and
Voting.  Members
holding a majority of the Membership Percentages, but not including Membership
Percentages of Defaulted Members, shall constitute a quorum if present in person
or by proxy.  Except as provided in Section 7.3 hereof or elsewhere in
this Agreement, for any act for which the vote of the Membership is taken, the
vote of a Super Majority In Interest shall be the act of the
Company.  For actions on which the Members will vote, no action may be
taken at a meeting of the Members unless a quorum is present.  If a
Membership Interest is held in by an Entity, the action, agreement, consent or
vote of the Designated Person for such Membership Interest binds such Member for
the purposes of this Agreement.

     

    7.7 Proxies.  At
any meeting of the Members, a Member may vote by proxy executed in writing by
the Member or by his or her duly authorized attorney in fact.  Such
proxy shall be filed with the Company before or at the time of the
meeting.  Unless otherwise provided therein, a proxy shall not be
valid more than three years after the date of its execution, unless the proxy
provides for a longer period.

     

    7.8 Waiver of
Notice.  Whenever
written notice is required to be given to the Member, a written waiver thereof
signed by the Member entitled to such notice (whether, in the case of notice of
a meeting, the written waiver thereof is signed before or after the meeting)
shall be in all respects tantamount to notice.  Attendance of a Member
at a meeting of the Member shall constitute a waiver of notice of such meeting,
except where a Member attends a meeting for the express purpose of objection to
the transaction of any business on the grounds that the meeting is not lawfully
called or convened.

     

    
      
        
        

      

      
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    7.9 Telephonic
Meetings.  Any
meetings of the Members may be held, or any Member may participate in any
meeting of the Members, by use of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and communicate with each other.

     

    7.10 Compensation; Reimbursement
of Expenses.  Except
as provided in this Agreement or determined by the Members, neither the Managing
Member nor any Member shall receive compensation for their services to the
Company in such capacity.  The Company shall reimburse the GAC Member
for all reasonable costs and expenses incurred by it in or related to the
performance of its duties to the Company, including, without limitation, those
costs and expenses incurred in the performance of the GAC Special Services and
its duties as the Managing Member, but excluding those costs and expenses
incurred in connection with the Start-Up Services (for which GAC Member shall
receive Capital Account credit under Section 3.1(a) hereof).

     

    7.11 No Authority of Individual
Member.  Except
as set forth in this Article VII, or otherwise in this Agreement, no
Member, acting individually, nor any of their respective Affiliates, has the
power or authority to bind the Company, or any other Member or to authorize any
action to be taken by the Company, or to act as agent for the Company or any
other Member, unless that power or authority has been specifically delegated or
authorized by action of the Members.

     

    7.12 Presumption of
Assent.  A
Member who is present at a meeting of the Members shall be conclusively presumed
to have assented to any action taken unless his/her dissent shall be expressed
at such meeting and entered in the minutes of the meeting.

     

    7.13 Decision of Members by
Written Consent.  Any
action to be made by the Members may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by the Members owning the
Membership Percentages otherwise required for taking such action.

     

    7.14 Related Party
Transactions.  The
Members acknowledge that the Company may engage in transactions with Members or
their Affiliates.  With respect to contracts which the Company enters
into with an Affiliate of a Member, in the event the non-affiliated Member
reasonably determines that the Affiliate has defaulted under the terms of the
contract at issue, such non-affiliated Member shall have the right, on behalf of
the Company, to declare a default under such contract and to pursue any and all
remedies which the Company may have at law or in equity, including all remedies
available under the contract, without the consent or approval of the other
Member.  The acts of the non-affiliated Member with respect to any of
the foregoing shall be deemed to be the acts of the
Company.  Notwithstanding the foregoing, no Defaulted Member shall
have the any rights otherwise granted to non-affiliated Members
herein.

     

    
      
        
        

      

      
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      ARTICLE
VIII -
LIMITATION ON LIABILITY AND INDEMNIFICATION

    

     

    
    

     

    8.1 Exculpation of
Liability.  No
Member, including the Managing Member, Officer, or any of their Affiliates, or
any officer, director, shareholder, partner, member, manager, principal,
employee or agent of the foregoing (each, an “Exculpated
Party”), shall be
liable, in damages or otherwise, to the Company or to any of the Members for any
act or omission by any such Exculpated Party pursuant to the authority granted
by this Agreement, unless such act or omission results from fraud, gross
negligence, or willful misconduct.  The Company shall indemnify,
defend and hold harmless each Exculpated Party from and against any and all
claims or liabilities of any nature whatsoever, including reasonable attorneys’
fees, arising out of or in connection with any action taken or omitted by an
Exculpated Party pursuant to the authority granted by this Agreement or
otherwise, except where attributable to the fraud, gross negligence, or willful
misconduct of such Exculpated Party.  Each Exculpated Party shall be
entitled to rely on the advice of counsel, public accountants or other
independent experts experienced in the manner at issue, and any act or omission
of such Exculpated Party pursuant to such advice shall in no event subject such
Exculpated Party to liability to the Company or any Member.

     

    8.2 Liability of Exculpated
Parties and Members.

     

    (a) In
carrying out their respective powers and duties hereunder, each Exculpated Party
(as defined in Section 8.1 above) shall exercise its best efforts and shall not
be liable to the Company or to any Member for any actions taken or omitted to be
taken in good faith and reasonably believed to be in the best interest of the
Company or for errors of judgment made in good faith.

     

    (b) A Member
who ceases to be a Member shall not be liable for or on account of obligations
or liabilities of the Company incurred subsequent to its ceasing to be a
Member.

     

    8.3 Indemnification of the
Members and Affiliates.  In
any pending or completed action, suit, or proceeding to which any Member or any
of its Affiliates (which for purposes of this Section shall include in each case
the officers, directors, shareholders, partners, members, managers, principals,
employees or agents of the foregoing) is or was a party by reason of the fact
that such Member or Affiliate (a) is or was a Member or (b) is an Affiliate of a
Member, the Company shall hold harmless and indemnify such Member or Affiliate
harmless from and against any and all losses, harm, liabilities, damages, costs,
and expenses (including, but not limited to, attorneys’ fees, judgments, and
amounts paid in settlement) incurred by the Member or Affiliate in connection
with such action, suit, or proceeding if the Member or Affiliate determined in
good faith, that the course of conduct which caused the loss or liability was in
the best interests of the Company, and provided that such Member’s or
Affiliate’s conduct does not constitute gross negligence, willful misconduct, or
breach of fiduciary duty to the Members or the Company.

     

    8.4 Advancement of Legal Costs
and Expenses.  The
Company shall advance Company funds to a Member or its Affiliates for legal
expenses and other costs incurred as a result of any legal action if the
following conditions are satisfied: (a) the legal action relates to


     

    
      
        
        

      

      
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    acts or
omissions with respect to the performance of duties or services on behalf of the
Company; (b) the legal action is initiated by a third party who is not a Member,
or the legal action is initiated by a Member and a court of competent
jurisdiction specifically approves such advancement; and (c) the Member or
its  Affiliate undertakes to repay the advanced funds, together with
interest at the rate of prime plus 1%, to the Company in cases in which the
Member or such Affiliate are not entitled to indemnification under this
Article.  

     

    8.5 Provisions
Not Exclusive. 
The exculpation of liability and indemnification provided by this Article shall
not be deemed exclusive of any other limitation on liability or rights to which
those seeking indemnification may be entitled under any statute, agreement, vote
of Members or otherwise.

     

    8.6 Insurance.  The
Company may purchase insurance to insure against the liabilities contemplated by
this Article VIII.

     

    ARTICLE
IX - TRANSFER OF MEMBERSHIP INTERESTS;
PURCHASE OPTION UPON DEATH, BANKRUPTCY

     

    9.1 Transfer; First Right of
Refusal.

     

    (a)           Each
Member agrees that such Member will not Transfer all or any portion of its
Membership Interest, except in connection with, and strictly in compliance with
the conditions of, any of the following:

     

    (i)           Controlled
Affiliates.  Any Member may Transfer its Membership Interest to
any Affiliate of such Member; provided that such Affiliate is capable of
performing the Services and David Burt remains in a position to directly and
actively participate in the provision of the Services, including, without
limitation, undertaking a supervisory role with respect to such
Services.

     

    (ii)           With Member
Approval.  Any Member may Transfer its Membership Interest with
the affirmative vote of such Members holding at least fifty-one percent (51%) of
the Membership Percentages, not including any Defaulted Members.

     

    As used
in this Article, the term “Transfer” shall mean and include a
Transfer of all or any portion of any holder of any ownership, voting, or
beneficial interest in a Member such that this Article shall apply to any
disposition, alienation or encumbrance of any capital stock or other equity,
voting or other beneficial interest in a Member.  Any purported
Transfer, no matter how effected, which does not comply with the terms,
conditions and procedures of this Agreement shall be null and void and shall not
result in a transfer of any interest in the Company. Any transferees of a
Transfer permitted under this Section 9.1(a) shall be admitted as Members of the
Company provided they comply with the requirements set forth in Section 9.2
below.

     

    (b)           (i)           At
any time after the fifth anniversary of the date hereof, notwithstanding the
foregoing and in the event subsections 9.1(a)(i)-(ii) do not apply, if a Member
(the “Selling
Party”) receives
a bona fide written offer to purchase all, but not less than all, of such
Member’s Membership Interest in the Company (“Third
Party Offer”),
and such 

     

    
      
        
        

      

      
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    Selling
Party desires to sell all, but not less than all, of such Member’s Membership
Interest in the Company, the Selling Party may, subject to the provisions of
this Article IX, sell all, but not less than all of the Membership Interest, but
only after compliance with the terms and conditions set forth in the following
paragraph.

     

    (ii)           If
a Selling Party desires to accept a Third Party Offer, the Selling Party shall
first give written notice to the other Members stating that the Selling Party
desires to sell all of its Membership Interest in the Company (the “Offered
Interest”) for
the price and pursuant to the terms of the Third Party Offer, a full description
of which shall be attached to the notice.  The other Members shall
have the option to purchase in proportion to their relative Membership
Percentages, all, but not less than all of the Offered Interest at a purchase
price equal to the price contained in the Third Party Offer and otherwise in
accordance with terms substantially equivalent to those terms set forth in the
Third Party Offer, such option to be exercised by delivery of written notice of
acceptance to the Selling Party within twenty (20) Business Days from the other
Members receipt of the notice and description of the Third Party
Offer.  If, at the expiration of the twenty (20) Business Day period,
the other Members have not exercised its option to purchase all of the Offered
Interest, then the Selling Party shall be free to sell the Offered Interest to
the Person named in the Third Party Offer provided that such sale is on the same
terms and conditions as set forth in the Third Party Offer and such sale is
consummated within ninety (90) days following the giving of notice of the Third
Party Offer to the other Members.  In the event the sale is to be
consummated on terms other than as set forth in the Third Party Offer, such
terms shall be deemed to be a new Third Party Offer which must be offered to the
other Members in accordance with this paragraph.

     

    9.2 Transferees As Substitute
Members; New Members.  Notwithstanding
any Transfer which may be permitted in accordance with the provisions of this
Article IX, no Person, not then a Member, to whom a Membership Interest
shall be Transferred in accordance with the provisions of this Article IX or
other than in accordance with this Article IX shall be admitted as a substituted
Member unless (a) such transferee shall agree in writing to be subject to
the terms hereof and shall become a substituted Member hereunder, and
(b) such transferee and the transferor otherwise complies with any other
requirements imposed by the Members (other than the transferor).  All
reasonable costs and expenses incurred by the Company in connection with any
Transfer, and, if applicable, the admission of a Person as a substituted Member,
shall be paid by the transferor.  In the event a transferee of a
Membership Interest is not admitted as a substituted Member, such transferee
shall be deemed a mere assignee of profits only without any right, power or
authority of a Member hereunder and shall bear losses in the same manner as its
predecessor in interest, and the transferor of such interest shall thereafter be
considered to have no further rights or interest in the Company with respect to
the interest Transferred, but shall nonetheless be subject to its obligations
under this Agreement with respect to such interest.  Additionally, the
transferor shall be deemed to be a Defaulted Member.  Upon admission
of a transferee as a substituted Member, the transferor shall withdraw from the
Company, and be relieved of any corresponding obligations, to the extent of its
Transferred Membership Interest.

     

    9.3 Terms of Admission of New
Members; Creation of Preferred or Special Interests.  Except
as otherwise set forth in this Article IX, the Managing Member, subject to
the rights of the Members pursuant to Section 7.3, shall have the right to admit
new Members in exchange for property, cash or services, and the Managing Member
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    amount
and nature of contribution by new Members admitted on such terms as the Managing
Member may determine.  The Members may create series or classes or
groups of Members (including existing Members) having such relative rights,
powers and duties as the Members may from time to time establish.  The
Managing Member may amend Exhibit A hereto to
reflect changes in Membership Percentages resulting from the issuance of
Membership Interests in exchange for any such property, cash or services or
resulting from the redemption of Membership Interests.

     

    9.4 Transfers
by Operation of Law;
Purchase Option.  If a Member (i) dies, (ii) becomes
incapacitated, (iii) becomes a Bankrupt Member, or (iv) is subject to a transfer
of its Membership Interest by operation of law, then the Company or its assignee
shall have the right to elect to purchase the Membership Interest which is then
owned by the Member in the manner set forth in Section 9.4(a)
hereof.  If the Company fails to purchase any or all of such
Membership Interest, the remaining Member or Members (the “Remaining
Members”) may
elect to purchase such remaining Membership Interest in the manner set forth in
Section 9.4(b) hereof.  Failure of the Company and the Members of the
Company to elect to purchase the Membership Interest under this Section 9.4
shall not affect the right of any of them to purchase the same Membership
Interest under Section 9.1 of this Agreement in the event of a proposed
sale, assignment, transfer or other disposition by or to any receiver,
petitioner, assignee, transferee or other person obtaining an interest in the
Membership Interest.

     

    (a) Upon the
Company’s receipt of written notice of the occurrence of an event described in
Section 9.4 of this Agreement (the “Section
9.4 Notice”), the
Company or its assignee shall have the exclusive right and option to purchase
all of such Membership Interest which is then owned by the Member at the
purchase price equal to the amount of the subject Member’s positive Capital
Account balance (to the extent above zero) by delivering written notice to such
Member or such Member’s legal representative within thirty (30) days after
receipt of the Section 9.4 Notice.  The Section 9.4 Notice shall be
delivered to the Company and all of the Members within thirty (30) days after
the occurrence of an event described in Section 9.4 of this Agreement by the
Member or such Member’s legal representative.

     

    (b) If the
Company fails to exercise its purchase option within the thirty (30) day period
provided in Section 9.4(a) of this Agreement, the Remaining Members may
elect to purchase such remaining Membership Interest at the purchase price equal
to the amount of the subject Member’s positive Capital Account balance (to the
extent above zero) by delivering written notice to the subject Member or such
Member’s legal representative not later than thirty (30) days after the
expiration of the thirty (30) day period described in Section 9.4(a) of this
Agreement. Unless otherwise agreed between or among the electing Members, the
purchase by the electing Members shall be pro rata to and in proportion with
their Membership Interests; provided, if one or more of the other Members elect
not to purchase any portion of such Membership Interest, the remaining electing
Members may purchase such Membership Interest without the consent of any
non-purchasing Members, pro rata between or among them or in such other manner
as they may agree.

     

    (c) The
subject Member (or its legal representative) whose entire Membership Interest is
to be purchased and succeeded to by the Company and/or the Remaining Members
pursuant to this Section 9.4 shall, within ten (10) days after receipt of notice
from the Company or the Remaining Members of their intent to purchase the entire
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    subject
Member, execute and deliver such deeds, bills of sale and other instruments as
shall reasonably be requested by the Company or such Remaining Members, as the
case may be, to effect the conveyance and transfer of the entire Membership
Interest of such subject Member, and shall, to the extent requested by the
Company or such Remaining Members, as the case may be, cooperate to effect a
smooth and efficient continuation of the Company affairs.  If the
subject Member (or its legal representative) disputes the right of the Company
or the Remaining Members, as the case may be, to purchase and succeed to the
subject Member’s entire Membership Interest, such subject Member (or its legal
representative) shall nevertheless execute instruments and cooperate with the
Company and the Remaining Members pursuant to the immediately preceding
sentence, without, however, being deemed to have waived his or its rights to
damages if the Company or the Remaining Members shall have purchased and
succeeded to the Membership Interest of the subject Member under this Section
9.4 without having the right to do so.

     

    (d) Upon
compliance by the subject Member (or its legal representative) with the
provisions of the immediately preceding subsections of this Section 9.4, the
Company or the Remaining Members succeeding to the entire Membership Interest of
the subject Member shall pay to such Member (or its legal representative) the
purchase price therefor within ninety (90) days thereafter.

     

    9.5 Purchase
Option of Defaulted Interest.

     

    (a)           Breach. In addition
to other remedies provided herein and by law, in the event a Member commits a
Default, then the Membership Interest of such Member shall be a “defaulted
interest” and such Member shall be deemed a “Defaulted
Member”
hereunder, such Defaulted Member shall have no right to vote with respect to any
Company matter, including, without limitation, Major Decisions, and such
Member’s Membership Interest shall become subject of a purchase option in favor
of the Company pursuant to Section 9.5(b) hereof.  For the purposes
hereof, a “Default” shall mean, in addition to
the meaning set forth in Section 2.9(a) hereof, a Member’s failure to comply
with, or violation of, any material provision of this Agreement that is not
susceptible to cure or where such failure or violation is susceptible to cure
and continues for (i) a period of thirty (30) days after notice of such failure
or violation is given to the defaulting Member, or (ii) if such failure or
violation is not reasonable susceptible to being cured within such period, then
such longer period (not to exceed an aggregate cure period of sixty (60) days)
as may be reasonable necessary to cure such failure or violation, provided the
defaulting Member at all times diligently pursues such cure.

     

    (b)           Purchase Option.  If
a Member becomes a Defaulted Member pursuant to this Agreement for any reason,
then, in addition to other remedies provided herein and by law, the Company or
its assignee shall have the right to elect to purchase the Membership Interest
which is then owned by the Defaulted Member in the manner set forth in Section
9.5 hereof.  Failure of the Company to elect to purchase the
Membership Interest under this Section 9.5 shall not affect any other
rights available to it pursuant this Agreement or by law.

     

    (i)           Once
a Member becomes a Defaulted Member, the Company or its assignee shall have the
exclusive right and option to purchase all of such Membership Interest which is
then owned by the Defaulted Member at the purchase price determined in
accordance 

     

    
      
        
        

      

      
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    with
Section 9.5(b)(iii) of this Agreement by delivering written notice to such
Defaulted Member (the “Section
9.5 Notice”).

     

    (ii)           The
Defaulted Member whose entire Membership Interest is to be purchased and
succeeded to by the Company pursuant to this Section 9.5 shall, within ten (10)
days after receipt of notice from the Company of its intent to purchase the
entire Membership Interest of the Defaulted Member, execute and deliver such
deeds, bills of sale and other instruments as shall reasonably be requested by
the Company to effect the conveyance and transfer of the entire Membership
Interest of such Defaulted Member, and shall, to the extent requested by the
Company, cooperate to effect a smooth and efficient continuation of the Company
affairs.  If the Defaulted Member disputes the right of the Company to
purchase and succeed to the Defaulted Member’s entire Membership Interest, such
Defaulted Member (or its legal representative) shall nevertheless execute
instruments and cooperate with the Company pursuant to the immediately preceding
sentence, without, however, being deemed to have waived his or its rights to
damages if the Company shall have purchased and succeeded to the Membership
Interest of the Defaulted Member under this Section 9.5 without having the right
to do so.

     

    (iii)           Upon
compliance by the Defaulted Member with the provisions of the immediately
preceding subsections of this Section 9.5, the Company shall pay to such
Defaulted Member an amount equal to $10.00 per each whole Membership Percentage
(for example, if the Defaulted Member had a Membership Interest having a 49.5%
Membership Percentage, the purchase price for such Membership Interest would be
$490.00.  The Company may deduct from such purchase price its costs
and expenses incurred in exercising its purchase option pursuant to this Section
9.5.  In addition, the Company shall have the right to offset any
amounts owed to it by the SenCer Member against such purchase
price.

     

    9.6  Certificates;
Legend on Membership Interest Certificates.  The Company has
the option to issue certificates or instruments representing the Members’
Membership Interests.  If the Company determines to issue such
certificates, such certificates shall be endorsed conspicuously on the face
thereof with the following legend:

     

    “The
Membership Interest represented by this certificate is subject to a certain
Operating Agreement, as the same may be amended and/or restated from time to
time, by and among the Members of the Company, a copy of which Operating
Agreement is available for inspection at the offices of the Company or may be
available upon request.”

     

                 
9.7  Repayment of Outstanding
Loans of Members.  Notwithstanding any
other provision of this Article IX, no Member may dispose of its Membership
Interest to a third party, and neither the Company nor any Member may elect to
purchase the Membership Interest of another Member, unless such Member or the
Company agrees to pay, in cash at the time of closing of such transaction, any
and all outstanding loans, debts, and obligations owed by the Company to every
other Member.

     

    
      
        
        

      

      
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    9.8  Drag
Along Rights.  To the extent a
Member has voting rights with respect to a Change of Control Transaction, by
applicable law or otherwise, each Member shall vote all of their Membership
Interests in favor of and raise no objection against a Change of Control
Transaction approved by a Super Majority In Interest, and, if applicable, each
Member shall sell all of their Membership Interests to the proposed purchaser on
the same terms as approved by the Super Majority In Interest.  Each
Member will take all action necessary and desirable in connection with the
consummation of such Change of Control Transaction, including, without
limitation, the waiver of all appraisal or dissenters rights available to any
such Member under applicable law (to the extent permitted by applicable law).


       

      ARTICLE
X - DISSOLUTION AND TERMINATION

       

    

                  
10.1 Dissolution.  The
Company shall continue in effect until dissolved upon the first to occur of the
following:

     

    (a) on
January 15, 2009, if the Viability Confirmation Date has not occurred by such
date unless the Managing Member elects to continue the existence of the Company;
if the Viability Confirmation Date has occurred by such date or if the Managing
Member elected to continue the existence of the Company notwithstanding the
Viability Confirmation Date not occurring by such date, the Company shall
continue in effect until required to be dissolved upon the events set forth
below.

     

    (b) the
affirmative vote of a Super Majority In Interest;

     

    (c) the entry
of a decree of judicial dissolution of the Company under Section 608.441(2) of
the Act or such other event requiring dissolution under the Act; or

     

    (d) sale or
other disposition of all or substantially all of the Company’s assets, unless
the Managing Member elects to continue the existence of the
Company.

     

    10.2 Accounting.  Upon
the dissolution of the Company, a proper accounting shall be made of the assets
and liabilities of the Company and the Capital Account of each Member as of the
date of dissolution and of the items of Net Income and Net Loss from the date of
the last previous accounting to the date of dissolution.  The
Liquidating Trustee shall cause Financial Statements presenting such accounting
to be prepared and certified.

     

    10.3 Liquidating
Trustee.

     

    (a) Upon the
dissolution of the Company, the affairs of the Company shall be wound up and
terminated and the Members shall continue to share Net Income, Net Loss,
Distributable Cash and other items of the Company during the winding-up period
in accordance with the provisions of Articles IV and V hereof.  The
winding-up of the affairs of the Company and the distribution of its assets
shall be conducted exclusively by the Liquidating Trustee, who is hereby
authorized to do all acts authorized by law for these purposes.  The
Liquidating Trustee, in carrying out such winding up and distribution, shall
have full power and authority to sell, assign, transfer and encumber all or any
of the Company assets.  The Liquidating Trustee 

     

    
      
        
        

      

      
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    shall be
the Managing Member, unless the Managing Member has appointed another Person as
Liquidating Trustee.

     

                  (b) Upon the
completion of the winding up of the Company and the distribution of all Company
assets, the Company shall terminate and the Liquidating Trustee shall have the
authority to execute and record any and all other documents required to
effectuate the termination of the Company.

     

                  (c) The
Liquidating Trustee shall be indemnified and held harmless by the Company from
and against any and all claims, liabilities, costs, damages and causes of action
of any nature whatsoever arising out of or incidental to the Liquidating
Trustee’s taking of or failure to take any action authorized under, or within
the scope of, this Agreement; provided, however, that the
Liquidating Trustee shall not be entitled to indemnification for:

     

    (i) matters
entirely unrelated to the Liquidating Trustee’s actions under the provisions of
this Agreement; or

     

    (ii) fraud,
willful misconduct, self-dealing or criminal activity.

     

    10.4 Liquidating
Distribution.  In
the event of the dissolution of the Company for any reason, the assets of the
Company shall be liquidated for distribution in the following rank and
order:

     

    (a) first, to
the payment and discharge of all the debts and liabilities in the order of
priority as provided by the Act;

     

    (b) second,
to the establishment of any necessary reserves to provide for contingent
liabilities, if any; and

     

    (c) third, to
the Members in proportion to their positive Capital Accounts after giving effect
to the allocations set forth in Article IV hereof, treating any distribution of
property as a sale thereof at fair market value.

     

    Such
distributions shall be made on or before a date (the “Final
Liquidation Date”) no later than the later to
occur of (i) the last day of the taxable year of the Company in which the
liquidation of the Company occurs and (ii) 90 days after such
liquidation.  If the Liquidating Trustee, in its discretion,
determines that the distributions will not be timely made, it may distribute all
of the assets and liabilities of the Company in trust with the Liquidating
Trustee, or such other Person as may be selected by the Liquidating Trustee
acting as trustee; the purpose of the trust is to allow the Company to comply
with the timing requirements under Regulation Section 1.704-1(b).  The
trustees of said trust shall distribute the former Company assets (however
constituted, enhanced or otherwise) as promptly as such trustee deems proper and
in the same manner as directed in this Section (without regard to this sentence
or the preceding two sentences) and otherwise as required
hereunder.  The trust shall be terminated as soon as possible after
the trust property is distributed to the beneficiaries thereof.

     

    10.5 Distributions in
Kind.  Company
property distributed in kind shall be transferred and conveyed to the
distributees as tenants in common subject to any liabilities attached thereto


     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    so as to
vest in them undivided interests in the whole of such property in proportion to
their respective rights to share in the proceeds of the sale of such property in
accordance with this Article.

    
       

      ARTICLE
XI-
MISCELLANEOUS

    

    
    

     

    11.1 Appointment of Attorney in
Fact.  Each
of the Members constitutes and appoints the Managing Member as its true and
lawful attorney to make, execute, sign, swear to, acknowledge and file in his
name, place and stead:

     

    (a) the
Articles of Organization;

     

    (b) any other
certificate or instrument which may be required to be filed by the Company under
the laws of the State of Florida or any other jurisdiction;

     

    (c) any and
all amendments or modifications of this Agreement and/or the instruments
described in subpara­graphs (a) and (b) of this Section 11.1 permitted by
this Agreement, including specifi­cally, but without limitation, amendments
reflecting the admission of substituted or additional Members pursuant to
Article IX (pro­vided that this power shall not entitle the Managing Member
to approve of any amendment of this Agreement on behalf of any
Member);

     

    (d) all
documents and instruments which may be required to effectuate the dissolution
and termination of the Company and cancellation of its Articles of Organization,
as from time to time amended; and

     

    (e) such
other document or documents or instrument or instruments relating to the Company
and in keeping with its stated purpose as may be required under the laws of any
state or of the United States or of any other jurisdic­tion.

     

    This power is coupled with an interest,
shall survive and not be affected by the subsequent disability, death,
dissolution or incapacity of any Member, and shall be irrevocable unless the
attorney-in-fact files a petition in bankruptcy or is dissolved and in any such
event this power with respect to the Managing Member shall be automatically
revoked.

     

    11.2 Amendment.  This
Agreement may be modified or amended only by the written approval of a Super
Majority In Interest; provided, that, subject to Section 9.3 hereof, the
Managing Member may amend and supplement this Agreement and Exhibit A to reflect
the creation of separate series or classes, changes in Members, Membership
Percentages and value of Company assets made in accordance with the provisions
of this Agreement, including amendments contemplated by Section 9.3 hereof,
without such approval of the Members; and provided further that the approval of
all Members, including Defaulted Members, shall be required to amend this
Section 11.2, and the approval of any Member, including a Defaulted Member,
shall be required for any amendment which would increase its obligations under
this Agreement.

     

    
      
        
        

      

      
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    11.3 Further
Assurances.  Each
Member agrees to execute, acknowledge, deliver, file, record and publish such
further certificates, amendments to certificates, instruments and documents, and
do such other acts and things as may be required by law, or as may be required
to carry out the intent and purposes of this Agreement.

     

    11.4 Notices.  All
notices, demands, consents, approvals, requests, offers or other communications
which any of the parties to this Agreement may desire or shall be required to be
given hereunder shall be in writing and shall be given (a) by registered or
certified mail, return receipt requested, or (b) delivery, signed receipt
required, via nationally recognized overnight delivery service, the cost and
expense of such delivery to be borne by the sending party.  All
notices shall be addressed to the recipient at the address set forth on Exhibit A hereto
unless such address is subsequently changed by such recipient in accordance with
the following procedure.  Any Member may designate another address (or
change its address) for notices hereunder by delivery of a written notice to the
Managing Member in accordance with the provisions of this Section
11.4.  Any notice sent in compliance with the above provisions shall
be deemed delivered and received, except for electronic communications, on the
third business day next succeeding the day on which it was sent, or, if sooner,
on the actual date received, and, in the case of electronic communications, only
on the date the sending party receives acknowledgment of receipt of such
notice.

     

    11.5 Confidentiality.  The
Members acknowledge that each has furnished or provided access to information
and shall be furnishing or providing access to information to the other Member,
and that such information is confidential (the “Confidential
Information”).
Each Member agrees to maintain (and to cause its Affiliates to maintain) the
confidentiality of the Confidential Information. The Confidential Information
shall only be used by the Members in connection with Company
business.  Further, each Member agrees to transmit the Confidential
Information only to such of its Affiliates and representatives who need to know
the Confidential Information for the sole purpose of assisting such Member in
connection with Company business.  If, pursuant to a court or other
legal order, a Member is requested or required (by oral questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process) to disclose any Confidential
Information supplied to such Member, or its Affiliates or representatives, it is
agreed that such Member will provide the other Member with prompt written notice
of such request or requirement so that the other Member may seek an appropriate
protective order and/or waive compliance with the provisions of this Agreement;
but it is understood that such Member will be obligated to and may comply with
requirements of the law.  The Members recognize and acknowledge the
competitive value and confidential nature of the Confidential Information and
the irreparable damage that could result if information contained therein is
disclosed to any third party.  Accordingly, and in view of the nature
of the Confidential Information, each Party agrees that any unauthorized
disclosure of Confidential Information or other violation, or threatened
violation, of this Section 11.5 would cause irreparable damage to the other
Members, and that, therefore, each Member shall be entitled to an injunction
prohibiting the other Member or its Affiliates or representatives from any such
disclosure, attempted disclosure, violation, or threatened violation of this
Section 11.5 as its sole remedy. The Members’ respective obligations under this
Section 11.5 shall continue after the dissolution of the Company.  The
Members acknowledge that, in order to comply with applicable requirements of
federal securities laws, GAC Member shall be required to publicly file and


     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    disclose
the existence of this Agreement and the exhibits hereto and the terms and
conditions hereof, and the Members hereby consent to such
disclosure.

     

    11.6 Governing Law and
Venue.  This
Agreement is made pursuant to and shall be governed by and construed in
accordance with the laws of the State of Florida, without regard to the conflict
of laws principles thereof.  The venue for any suit or proceeding
brought as a result of this Agreement shall be the appropriate federal or state
court in Orange County, Florida.

     

    11.7 Captions.  All
articles and section headings or captions contained in this Agreement are
inserted only as a matter of convenience and for reference and in no way define,
limit, extend or describe the scope of this Agreement or the intent of any
provision hereof.

     

    11.8 Pronouns.  As
used herein, all pronouns shall include the masculine, feminine, neuter,
singular and plural thereof wherever the context and facts require such
construction.

     

    11.9 Successors and
Assigns.  This
Agreement shall be binding upon the parties hereto and their respective
executors, administrators, legal representatives, heirs, successors and assigns,
and shall inure to the benefit of the parties hereto, and, except as otherwise
herein expressly provided, their respective executors, administrators, legal
representatives, successors and assigns.

     

    11.10 Extension not a
Waiver.  No
delay or omission in the exercise of any power, remedy or right herein provided
or otherwise available to a party or to the Company shall impair or affect the
right of such Member or the Company thereafter to exercise the
same.  Any extension of time or other indulgences granted to a Member
hereunder shall not otherwise alter or affect any power, remedy or right of any
other Member or of the Company or of the obligations of the Member to whom such
extension or indulgence is granted.

     

    11.11 Severability.  If
any provision of this Agreement or application to any party or circumstances
shall be determined by any court of competent jurisdiction to be invalid or
unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such Person or circumstances, other than as to which it is
so determined invalid or unenforceable, shall not be affected thereby, and each
provision shall be valid and shall be enforced to the fullest extent permitted
by law.

     

    11.12 Entire
Agreement.  This
Agreement, and the schedules and exhibits hereto, contain the entire
understanding and agreement of the parties hereto relating to the subject matter
hereof and all prior agreements relative hereto which are not contained
herein.

     

    11.13 Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which, when taken together, shall be deemed one
agreement, but no counterpart shall be binding unless an identical counterpart
shall have been executed and delivered by each of the other parties
hereto.

     

    11.14 No Third Party
Beneficiary.  The
provisions of this Agreement shall be solely for the benefit of the parties
hereto and their respective successors and assigns.

     

    [SIGNATURES
APPEAR ON FOLLOWING PAGE]

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed this ____ day of
July, 2008, effective as of the 15th day of July, 2008.

    
    

     

    
      	 	
              GENERAL
      AUTOMOTIVE COMPANY, a

            
	 	Nevada
      corporation
	 	 
	 	By:  /s/Joe DeFrancisci
	 	
                     
      Joe DeFrancisci

            
	 	       
      Chief Executive Officer


    

     

    
      	 	
              SENCER
      INC., a New York corporation

            
	 	 
	 	By:    /s/David Burt
	 	          David
      Burt
	 	
                       
      President

            


    

    
       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
A

     

    OPERATING
AGREEMENT

     

    OF

     

    GENERAL
AUTOMOTIVE ADVANCED TECHNOLOGY GROUP, LLC


     

    
      	
              NAME
      AND ADDRESS

              OF MEMBER

            	
              MEMBERSHIP

              PERCENTAGE

               

            
	 	 
	
                  General
      Automotive Company

              5422
      Carrier Drive, Suite 309

              Orlando,
      Florida 32819

              Attention:
      Joe DeFrancisci

            	
               

              50%

               

            
	 	 
	
                 
      SenCer Inc.

              1
      Keuka Business Park

              Penn
      Yan, New York 14527

              Attention:
      David Burt

            	
               

              50%

               

            


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

    OPERATING
AGREEMENT

     

    OF

     

    GENERAL
AUTOMOTIVE ADVANCED TECHNOLOGY GROUP, LLC

     

    


    


    FORM OF TECHNOLOGY LICENSE
AGREEMENT