EXHIBIT
10.1


 


OPERATING
AGREEMENT


for


PURE
GROW SYSTEMS LLC


(a
Wisconsin limited liability
company)





 


THIS
OPERATING AGREEMENT ("Agreement:")
is made effective
as of May 15,
2015, by and between
Sanidor Systems LLC
a Wisconsin limited liability
company ("Sanidor") and FastFunds Financial Corporation, a Nevada corporation ("FastFunds"), the present
members (the "Members") of Pure Grow Systems LLC (the "LLC"). The
LLC was formed pursuant to and is governed by the provisions of the Wisconsin Limited Liability Company Act, as it may be amended
from time to time (the "Act"), the Articles of Organization as filed with
the Wisconsin Secretary of State on May 1, 2015, as maybe amended from
time to time (the "Articles"),
and this Agreement.


 


RECITALS


 


A.
The Members desire
to operate as a
limited liability company
in accordance with
the laws of the
State of Wisconsin and otherwise to conduct business in accordance
with the terms and conditions of
this Agreement.


 


B.
The LLC intends to have its principal place
of business in Wisconsin located
at 1326 Schofield Avenue, Schofield, Wisconsin 54476.


 


C.
The Members desire to
enter into this
Operating Agreement, to govern the
newly formed LLC.


 


AGREEMENT


 


IN
CONSIDERATION of the foregoing
recitals and the mutual
promises and benefits contained
herein, the Members
agree as follows:


 


Article
1


Organizational
Matters


 


1.1
 Formation. The
LLC was formed
pursuant to the
Articles. The founding
members of the LLC are
Sanidor and FastFunds.


 


1.2
 Name. The
name of the LLC
is "Pure Grow
Systems LLC" and
all business shall
be conducted in such
name or in such other name
or names as comply with applicable law and as the Members may designate.


 


1.3
 Intent. The Members intend
to engage in
the business of
the LLC in
a manner consistent with
the Act, the Articles, and the
terms and conditions of this Agreement. The Members further intend that the LLC be operated in such manner as to qualify for treatment
as a partnership for state and federal income tax purposes.


 


1.4
Registered Agent; Principal Office. The principal office shall be
located at 1326 Schofield Avenue, Schofield,
Wisconsin  54476, or such other locations
as the Members may designate. The registered agent shall be Russell Mitchell, whose address is 1326 Schofield Avenue, Schofield,
Wisconsin 54476, or such other person and address within the state of Wisconsin as the Members may designate.


 


1.5
 LLC Purpose. The
 purpose  of
the  LLC shall
be (i) to
conduct, engage in
or accomplish any lawful
business, activity or purpose permitted under the
Act; (ii) to acquire, own, hold, maintain,
improve, use, sell, lease, exchange or otherwise
deal in or dispose of real and personal property, or any interest therein; and (iii)
to have an exercise all powers necessary,
customary, convenient or incident to the
foregoing.


 


1.6
 Term. The
LLC commenced upon
the filing of
the Articles of
Organization and shall continue
in existence until such time as
the LLC is terminated in accordance with
this Agreement or the Act.


 


1.7
 No Power
to Bind LLC
or Other Members;
No Partnership.  A
Member may not take
any action purporting
to bind the
LLC or any other Members except
as provided in this Agreement or other agreements among the Members
or between a Member and the LLC. By virtue of their execution 
of this  Agreement, none of the Members
shall be deemed to be an agent, employee, contractor, vendor, representative, or partner of
any other Member and may not hold himself or
herself out as such.  The Members
intend that the LLC not be a partnership,
limited partnership or joint venture and
that, by virtue of the execution of this
Agreement, no Member shall be a partner or
joint venturer of another Member for any
purposes other than federal and state income tax purposes, and
this Agreement shall not be deemed or construed to suggest otherwise.


 


Article
2


Matters
Relating to Members


 


2.1
Members and Managers.
FastFunds and Sanidor
are hereby admitted
to the LLC
as Members. Sanidor is
designated as Managing Member by the
terms of this Operating Agreement, in Paragraph
4.1 below.


 


2.2
 Admission of
Additional Members. Additional
Members may not
be admitted to
the LLC except in
accordance with the following terms: (1)
admission requires the unanimous written consent of the Members; (2) admission must be in compliance with applicable federal
and state securities laws; (3) no admission will be permitted if such admission
would result in a termination
of the LLC under Section 708(b)(1)(B) of the Internal Revenue Code  of 1986,
as amended (the "Code"); and (4) the new Member shall execute this Agreement.


 


2.3
 Right of
First Refusal. (a)  The
interest of a
Member in the
LLC (a "Membership Interest")
may not be transferred, assigned, encumbered,
or alienated in any way,
voluntarily or involuntarily, without first giving
the remaining Members the opportunity
to purchase such Membership Interest in the manner
described in this paragraph. The member proposing the transfer (the "Transferor")
may comply with this Paragraph either
prior to or after the Transferor has offered to sell such
Membership Interest to a third
party or has received a bona
fide offer from a third party to purchase such Membership
Interest.


 


(b)
 The 
Transferor  shall  give 
notice  of the  proposed 
transfer  (the "Transfer Notice") 
to the other
Members (the "Offerees"),
setting forth the name of the proposed transferee (the "Transferee"), the
purchase price, and all other material  terms
and conditions of the proposed transfer. Any of the
Offerees  who so choose shall
have the right to purchase all but
not less than all ofthe Membership Interest proposed to be
transferred (in proportion to their Membership
Interests as defined  in Paragraph  3.1) at
the same price and on the same terms and
conditions set forth in the Transfer Notice.
If any Offeree desires to exercise its right
of first refusal, it
shall give notice (the "Purchase Notice") to the
Transferor within 15 business days from the receipt of the Transfer Notice.


 


(c)
 If no
Offeree  delivers  to
the Transferor a
Purchase  Notice  within 
the time specified, the
Transferor shall have the right, subject to Paragraph
2.4 below, for a period of 45
days following the expiration of the time for exercise of
the Offerees' right of first refusal, to
transfer the Membership Interest to the Transferee specified 
in the Transfer Notice, on the  terms 
specified therein, at a price specified 
therein or any higher  price, but not to
any other party or on different terms than
were specified in the Transfer  Notice.


 


(d)
 The notice
requirements and time
periods under this
Paragraph may be
waived only by the
written consent  of
all members.


 


2.4
Transferability of Members'
Interests. (a) In addition to
compliance with Paragraph 2.3, a
Membership Interest may
not be transferred,
assigned, encumbered, or alienated  in
any way, voluntarily or involuntarily, except in accordance with the following terms:
(1) the Membership Interest may be assigned
only with the unanimous written consent ofthe Members; (2) the transfer of the
Membership Interest shall be accomplished by an
instrument in writing, in form and substance satisfactory to the Managing Member; (3) an original counterpart of the instrument
of transfer, executed and acknowledged
by the transferring Member, shall be delivered to the LLC; (4)
any assignment of the Membership Interest must be in compliance with applicable federal
and state securities laws; (5) no assignment will
be permitted if such assignment would result in a termination of the
LLC under Section 708(b)(1)(B) of the
Internal Revenue Code of 1986 (the "Code"); (6) the transferring member shall pay a fee not
exceeding $250 to defray the costs of effecting the
transfer of the membership Interest; and (7) the transferee of the Membership Interest shall execute this Agreement.


 


(b)
Notwithstanding the provisions
of subparagraph (a)
of this Paragraph, the share
of profits and
the return of contributions to
which a Member would otherwise be entitled may be transferred upon
compliance with Paragraph 2.3, Right of First
Refusal, and this Paragraph 2.4 (a) items
(2) through (6), Transferability of Members' Interests, provided that the transferee
shall be bound by the provision of Paragraph
 3.2 through 3.4 of this Agreement. In
such event, the transferee shall have no right to participate in the management of the business
 and affairs of the LLC or to become a Member.
Except as specifically provided in this subparagraph,
any attempt to transfer a Membership Interest
without compliance with all the provisions of Paragraph 2.3 and subparagraph (a) of
this Paragraph 2.4 shall be ineffective and unenforceable.


 


(c)
As between a Member and its assignee, shares of income, gains, losses, expenses and
deductions shall be prorated on the basis of the number of days the Membership Interest in question was held, without regard to
the results of the LLC's operations during the periods before and after the effective date of the assignment.


 


(d)
 Notwithstanding anything
to the contrary
stated herein, at any
time until the second
anniversary of the
date hereof, from time
to time, Sanidor may elect
in its sole discretion to purchase from FastFunds a specified number
of Units (as defined in Section 3.1 hereof) in exchange for its payment to FastFunds
of$10,416.67 per Unit; provided, however, that the maximum number of Units purchased pursuant
to this Section 2.4(d) shall not exceed
24. For the avoidance of doubt, for example
only, as a result of such an election to purchase 24 Units, if given, and purchased
pursuant thereto, Sanidor will hold 75 Units and
FastFunds will hold 25 Units. FastFunds agrees and acknowledges that upon receipt
from Sanidor of notification of any such
election FastFunds will execute and deliver such documents and take such actions
as may be required to
effect such transfer.


 


2.5
 Resignation of
Member.  (a) A
Member may resign
from the LLC
at any time
by giving 60 days' prior written
notice to the other Members. If during
such 60 day period any
other Member objects to the resignation
by written notice to all of the Members,
and if the
resignation is not withdrawn within the 60 day period (or, if later, within
10 days of such notice of objection), then
the resignation shall be deemed a violation of
this Agreement and the LLC
may recover from the resigning Member
damages for breach of this Agreement and
offset such damages against amounts otherwise
distributable to the resigning Member. Notwithstanding such violation, the
resignation shall be effective as of the
date given in
the notice of
resignation.


 


(b)
 From and
after the date
of resignation, no
Member who has
resigned from the
LLC shall be entitled
to receive any distribution of operating
income, any distribution of proceeds from the sale
or exchange of LLC assets,
or any other distribution whatsoever from
the LLC subject to Section 6.6
hereof. Each Member hereby waives any
right upon resignation to receive the fair
value of its Membership Interest under Section
7-80-603 of the Act. Upon resignation,
the Membership Interests of the resigning
Member shall be reduced to zero. The
Managing Member shall distribute the Membership Interest and all rights
and obligation incident thereto of the resigning Member to the remaining Members
in proportion to their
Membership Interests.


 


2.6
 Limited Liability
of Members and
Managing Member. Members
and the Managing Member of
the LLC shall
not be liable for any
debt, obligation or liability of the
LLC, except for the amounts committed
to the capital of the LLC and
such Member's share of undistributed profits of the LLC. Each Member shall have the obligation 
to the LLC for the amount of any portion of the contribution returned to the member
as set forth in Section 7-80-607 of the Act.


 


Article 3


Capital
Contributions and Related  Matters


 


3.1
 Capital Contributions
and Membership Interests.
The equity in
the LLC shall
be represented by "Units"
as described in this Paragraph.
The "Membership Interest" of a Member from time to time
shall be determined by dividing
the number of Units owned by such Member
by the total number of Units
that are outstanding. Additional Units
shall be issued pursuant to Paragraph
2.2 and may be issued as provided in Paragraph 3.2. The
total number of Units issued as of the date of this Agreement is 100. The LLC shall be deemed to have issued, upon
execution of this Agreement, 51 Units to Sanidor and 49 Units to FastFunds, for which each Member shall have contributed
the LLC the following: (i) Sanidor shall have effected the assignment of proceeds under that certain master supply agreement terms
and conditions to the LLC (and subject to the
LLC's assumption of certain payment obligations thereunder, all in accordance
with the terms and conditions of the Assignment
and Assumption Agreement by and between Sanidor and the LLC, dated as of the date
hereof) and (ii) FastFunds shall have contributed $250,000 in cash.


 


3.2
 Additional  Capital 
Contributions.  If the
Members  adopt  a
resolution,  by the affirmative
vote of Members
holding more than 50% of the Membership
Interests, that additional funds are desired to carry out LLC purposes, and that the
issue and sale of additional Units at a price specified in such resolution shall be necessary to meet such requirements, the Managing
Member shall give notice (the "Notice")  of such resolution, the number of
Units required to be issued, the price
per Unit, and each Member's proportionate share of the Units
to be issued. For a period of30 days from the date such Notice is given,
each Member shall have the prior
and preemptive right to subscribe to all
but not less than all of his or her proportionate share of the Units to be
so issued. Any Member affirmatively subscribing to purchase his
or her proportionate share of Units
shall be contractually bound to complete such purchase subject to the
provisions on default set forth
in Section 3.3. Any Units not so subscribed by a Member
may, for a period of an additional60 days, be sold, at the same price and terms, to other Members,
or to any other person approved by unanimous consent of the Members, and such person shall
thereupon be admitted as a Member.


 


3.3
 Default. If a
Member who has
subscribed to purchase
additional Units pursuant
to Section 3.2 shall
fail to make
payment of any amount required under Section 3.2 when
due and payable, the Managing Member, on behalf of
the LLC, shall have the right in
their discretion:


 


(a)
to sue such
defaulting Member for
the amount due
and payable, and
the defaulting Member agrees to
pay all of
the LLC's actual
expenses incurred in
enforcing this Agreement, including without limitation, attorneys' fees and court
costs;


 


(b)
to terminate all
future distributions to
the defaulting Member
and apply such distributions against amounts
owed to the
LLC by the defaulting Member;


 


(c)
to borrow such
sums as may
be necessary to
make up any
such defaults on
such terms (including rate of
interest  and maturity) as are approved by Members
other than the defaulting Member then holding 50% of
the Membership Interests, in which
case the defaulting Member shall be liable to
the LLC for the amount which such defaulting
Member has failed to contribute, together
with the LLC's actual expenses incurred in
connection with any such borrowing,
including without limitation, interest and attorney's
fees; and


 


(d)
to sell the
interest of the
defaulting Member in
the LLC at
public or private
sale, in which event
the defaulting  Member shall
remain liable for the amount by which
the amount in default,  plus interest at the announced prime rate of interest,
from time to time in effect plus 5 percent per annum (but
in no event to exceed
any applicable usury limits), including
attorneys' fees and expense
of collection, exceeds the amount realized by the LLC as a result of
such sale.


 


3.4
 Special Power
of Attorney. Each
Member hereby consents
to the admission
of any additional Member admitted
to the LLC pursuant to the provisions of Section 3.2
or Section 3.3. Each Member hereby grants
to the Managing Member an irrevocable, special power of attorney, coupled with an
interest, for the following purposes:


 


(a)
 in the
event of a
sale of Units
under Section 3.2
to a person who
is not a
Member, to take all actions necessary
to admit such person as a Member
of the LLC; and


 


(b)
 in the
event of such
Member's default under
Section 3.2,
to take on
behalf of such Member
all actions necessary
to transfer all rights, interests and
obligations of such Member in the LLC to such
persons or entities as shall be
entitled to acquire its
interest in the LLC in accordance with the
provisions of Section 3.3.


 


3.5
 No Third
Party Beneficiaries. The
provisions oft his  Agreement,
including but not limited
to Paragraph 3.2
through 3.4, are
not for the benefit of creditors or other
third parties, and may not be
relied upon in extending credit to the
LLC.


 


3.6
 Other Contributions
and Loans. The Members
 shall not
be liable to
make any contributions  or
loans to the
LLC other than as specifically required
by this Agreement. If the Members determine, by the affirmative vote of a majority
of the Members, that additional funds are required to carry out LLC purposes but do
not vote, pursuant to Section 3.2 to require capital contributions, 
then the Members may loan
funds to the
LLC for such purposes. If
any Member advances funds to the LLC other than as provided in Sections 3.1
and 3.2, unless otherwise agreed, the amount of any such advance shall not increase
such Member's Membership Interests, but shall be a debt due from the LLC to such Member.
In the absence of an express agreement governing such debt, it shall be repaid as
soon as practicable to such Member
together with interest thereon
at the announced prime rate of interest. No
loan or advance to the LLC by a Member shall be deemed a contribution.


 


3.7
Withdrawal of Capital.
No Member shall
have the right
to withdraw any
part of his or her
capital contribution prior
to the dissolution of the LLC, except
as provided in this Agreement. No
Member shall be
entitled to interest on his
or her capital contribution. Each Member expressly waives
the right, if any,
to bring an action for partition of any
property in which the LLC
may have an interest.


 


3.8
 Allocation of GAAP
Net Income and
Loss. Net income
and loss shall
be determined under generally
accepted accounting principles
and shall be
allocated among the Members for purposes of Section 3.14 in accordance
with this Agreement.  Allocations
of net income and loss to
a Member for a fiscal year during which the Members' Membership Interests
change shall be determined by pro-rating allocations determined pursuant to the preceding sentence
based upon the number of
days in the year through the date of
the change in Membership Interests.


 





3.9
Tax Allocations. For
federal income tax
purposes, the income
and loss of
the LLC shall be
allocated as follows: Items of LLC income,
gain, loss, deduction or credit shall be allocated in the same manner the corresponding
items enter into the calculation of net income
and loss as determined under generally accepted
accounting principles are allocated pursuant to Section 3.8.


 


3.10
Determination of Funds Available
for Distribution. The Managing Member shall from time
to time determine whether any LLC
funds may be available for distribution and so notify the Members. After consulting
with the Managing Member, the Members shall determine, by affirmative vote of
a majority of the Members holding more than 50% of the Membership Interests, whether a distribution shall be made and in
what amount. In making such determinations, the Members shall consider whether the
LLC has cash on hand in excess of amount required for
future operations or any reserves established by the Managing Member :from
time to time. If the Members determine that there is excess cash on hand and vote
to distribute such cash, the Managing Member shall be directed to distribute
any such excess cash.


 


3.11
Distributions of Operating
Income. Except as set forth
in the following
Section and in Section
6.3, any cash
:from operations that is determined to be available for distribution shall be
distributed by the Managing Member to the Members in
proportion to each Member's positive retained earnings account, maintained
in accordance with Paragraph 3.14, until each
member's positive retained earnings account is reduced to zero. Any remaining cash
available for distribution shall be distributed in proportion to each
Member's positive capital contribution account,
maintained in accordance with Paragraph
3.15 until each Member's positive
capital contribution account is reduced to zero. Remaining cash available for distribution,
if any, shall be shared in
accordance with the Members'  Membership
Interests at the time of the distribution. If the LLC has cash available after satisfaction of its other obligations, the Managing
Member shall, unless Members holding at
least 50% of the Membership Interests agree to
the contrary, distribute to members an amount
sufficient to allow each such
Member to pay any income taxes assessed against each
such Member with respect to each
such Member's Membership Interest.


 


3.12
 Distributions on
Sale of Assets
or on Dissolution. Any
net proceeds :from
sales of LLC assets
shall be distributed
first in proportion to each
Member's positive capital contribution account maintained in
accordance with Paragraph 3.15, until each
Member's capital contribution account is reduced
to zero. Any remaining net proceeds :from sales of LLC assets shall be distributed
in proportion to each
Member's positive retained earnings account, maintained in accordance with
Paragraph 3.14, until each Member's retained
earnings account is reduced to zero, and then in accordance with the Members' Membership
Interests at the time of the distribution.
All proceeds available for distribution upon the dissolution
of the LLC shall be distributed
by the Manager to the Members as provided in
Paragraph 6.3.


 


3.13
 Capital Accounts. A
separate capital account
shall be maintained
for each Member under
generally accepted accounting
principles.  In general,
a Member's capital
account shall equal the sum of his
or her retained earnings
account plus his
or her capital contribution account. Notwithstanding any  other 
provision hereof, capital accounts  for tax purposes ("tax capital accounts")
shall also be maintained pursuant to final Treasury
Regulations under Section 704(b) of the
Code. The Managing Member may, after consulting  with the Members, 
make such other adjustments, whether or not
consistent with the foregoing, to
the tax capital accounts as are necessary to comply
with such final Treasury Regulations.


 


3.14
 Retained Earning
Accounts. A separate
retained earning account
shall be maintained for
each Member. A Member's 
retained earning account
shall be increased by
the Member's share of net income and decreased
by the Member's share
of loss and distributions made to it pursuant to the
first and third sentence of Paragraph 3.11
and the second sentence of Paragraph 3.12. For purposes of this Section, net
income and loss shall be determined pursuant to
generally accepted accounting principles and in accordance with the method
of accounting pursuant to which the LLC keeps its books under Section 4.11(a).


 


3.15
 Capital Contribution 
Accounts.  Separate capital
contribution  accounts shall
be maintained for each Member.
 In general,
a Member's capital contribution account shall be increased by the Member's
contributions to the LLC and shall be reduced by
distributions to the Members pursuant to the second sentence of Paragraph 3.11 and the first
sentence of Paragraph 3.12.


 


Article
4


Management



 


4.1
Management by Members. The management of the business
and affairs of the LLC shall be vested in
Sanidor (the "Managing Member").


 


4.2
Duties of Manager. (a)
Subject to the provisions
of this Agreement, the
Act and other applicable
law, a Managing Member shall have complete and unrestricted power and authority
to manage and administer the business, properties and activities of the LLC, in its sole and exclusive discretion.


 


(b)
 The Managing
Member shall perform
its duties as
the Managing Member
in good faith, in
a manner it
reasonably believes to be in the
best interests of the LLC
and with such care as an ordinarily prudent  person in 
a like position would use under similar  circumstances. The Managing Member
in so performing its duties
shall not have any liability
by reason of being or having been
a Managing Member of the LLC. The Managing Member
shall have no authority to do any act in contravention of
the Articles or of this Agreement.


 


4.3
 Specific Powers
of Managing Member. Subject
to any limitations
set forth in
this Section or in
Section 4.4, the
Managing Member shall have the following
specific powers, and may expend LLC funds in exercising such powers:


 


(a)
to pay or
cause to be
paid or reimbursed
all costs and
expenses incurred to
third parties incurred in
the conduct of the
business of the LLC;


 


(b)
to maintain or cause to be maintained all
financial records for the LLC; (c)  to maintain or cause to be maintained bank
accounts for the LLC;


 


(c)
to maintain or cause to be maintained bank accounts for the LLC;


 


(d)
to pay or
cause to be
paid obligations of
the LLC and
collect obligations owed
to the


 


(e)
to purchase or cause to
be purchased liability and other insurance to protect the LLC’s properties and
business at the
expense of the
LLC;


 


(f)
 to make
or cause to
be made all payments
required of the LLC pursuant to this
Agreement and for all direct and indirect costs and expenses incurred
in the conduct of its business, including, without limitation, all costs and expenses for legal, audit, accounting and
other technical and professional services, reports and other communications to, and
costs of maintaining relations with the Members, insurance, interest, taxes and governmental
fees;


 


(g)
 to cause
the LLC to
employ or to engage
persons or entities from time to
time, at the expense of the
LLC, to render the types of services generally needed
to assist in the operation of the business and investments of the LLC, including
but not limited to, accountants, bookkeepers, attorneys and consultants on such terms and for such compensation as the Manager
shall determine;


 


(h)
 to cause
the LLC to
demand, sue for,
collect, recover and
receive all goods, claims, debts,
monies, interest and
demands whatsoever now due or that
may hereafter become due or belong to the LLC, including the right
to institute any action, suit or other legal
proceeding for the recovery of any property
or any part or parts thereof,
the possession of which the LLC may be
entitled, and to make, execute and
deliver receipts, releases or other
discharges therefor under seal or otherwise;


 


(i)
 to cause
the LLC to
defend, settle, adjust,
compound and compromise
all actions, suits, accounts,
claims and demands
whatsoever that hereafter shall be pending between the LLC and any person;


 


(j)
 to appoint
a Member to
act as the
LLC's  "tax  matters
member" (unless another Member
is specifically designated as such), and
to make or revoke tax elections on behalf of the LLC, including
the election provided by Section
754 of the Code; and


 


(k)
 to execute
on behalf of
the LLC any
and all documents
or instruments of
any kind which the
Managing member may deem
appropriate in carrying out
the purposes of the LLC.


 


The
above enumeration of
specific powers of
the Managing Member
shall not require
the exercise of any
such power by
the Managing Member
except in their sole discretion
or as otherwise required by this Agreement.


 


4.4
Matters Requiring Vote.
Notwithstanding the provisions of
the preceding Sections


4.2
and 4.3, the
following actions shall
not be taken except
as approved by
Member(s) holding
more than 50% of
the Membership Interests:


 


(a)
 any sale
or other transfer
(in any form of
transaction) of all or
substantially all of the assets
of the LLC;


 


(b)
the incurring of
any indebtedness;


 


(c)
 any payment, or
the incurring of
any obligation to
make a payment,
to or for the benefit of the Managing
Member or any enterprise in which the Managing Member has an interest by ownership or otherwise, other than distributions and
expense reimbursements in accordance with the terms of this Agreement; and


 


(d)
 all determinations 
as to the need for funds for LLC purposes and the method for providing such
funds.


 


4.5
Other Employees. The
Managing Member shall
appoint such other
employees of the LLC
as are approved
by a majority of the Members holding
more than 50% of the Membership Interests.


 


4.6
Expense Reimbursements. Subject
to Section 4.6(1),
the Managing Member
shall be reimbursed by
the LLC for
all reasonable expenses
incurred by it on behalf
of the LLC, including without limitation all expenses incurred by the Managing
Member in the organization of the LLC, in connection with the
acquisition of LLC assets, and the preparation
of tax returns.


 


4.7 Other Activities. The
Managing Member shall devote such time to the business of
the LLC as it, in its reasonable discretion, considers
necessary or advisable.  The Managing
Member may at any time during the term of the LLC engage
and own an interest in any other business or
activity, including ownership of real estate, individually or through
any venture or entity. Nothing contained in this Agreement shall be construed to
constitute the Managing Member or any Member as the agent
or general partner of any other person or entity, nor in
any manner to limit the Managing Member or any Member in
the carrying on of their other respective businesses or activities.


 


4.8
Books and Records. (a)
The Managing Member shall maintain
or cause to be maintained 
complete  and  accurate 
books  of account 
of the LLC's 
affairs in accordance with generally
accepted accounting principles, consistently applied, at the LLC's principal place
of business. The LLC's books shall be kept on
the cash method of accounting
generally applicable to partnerships, provided that another method may be applied
for financial statement reporting purposes with the advice of the LLC's accountants. The
LLC's accounting period, taxable year and fiscal year shall be
the calendar year.


 


(b)
 The LLC
shall keep at
the principal office
of the LLC,
(1) a current
list of the
full name and last
known business, residence or mailing address
of each Member, both past
and present; (2) a copy of the Articles
and all amendments thereto, together with executed copies of any
powers of attorney pursuant to
which any amendment has been executed; (3)
copies of the LLC=s federal, state and local
income tax returns and reports, if any,
for the three most recent years; (4) copies of the currently
effective Operating Agreement; (5) copies of writings relating
to liability for contributions as required under the Act; (6)
copies of financial statements
of the LLC for
the three most recent years; (7) minutes of every annual and special
meeting of Members and any meeting
ordered by a court pursuant to the Act; (8) a statement prepared and certified as accurate by the Managing Member which
contains information about contributions of capital and
return of contributions as required by the Act; and
(9) consents and action taken by
Members without a meeting.


 





4.9
Reports and Information.
Tax returns of
the LLC shall
be provided to
all Members for their review as
soon as reasonably available before filing.  By
no later than March 30 of each year, or such
later date as
may be required by the LLC's
outside tax service, the Managing
Member shall mail or cause to be mailed
to each Member sufficient financial and tax information concerning the
results of LLC operations as is
necessary for each member to file
his or her own federal and
state income tax return for the
preceding year, as well as
financial statements prepared in accordance with generally accepted accounting
principles, consistently  applied. Upon  reasonable
request, any Member or his or her duly
authorized representative shall have the right to inspect and copy
any of the LLC books and records required to be kept pursuant to Section
4.11 during ordinary business hours.
 The Member shall pay any actual cost
of copying such books and
records, and shall pay any special costs (such as enlargement from microfilm or computer printout) which may be
required in connection with such inspection. Such inspection
shall be conducted at a
time and in a manner so as not to interfere with the operation of the business
of the LLC. In no event shall the Managing Member be compelled to prepare compilations
or summaries which are not customarily maintained in
the conduct of the business of the LLC.
In the event the Member wishes
to inspect records which are not
maintained at the principal place of business, such as
records on a shared or rented computer
system, the Managing Member shall have
a reasonable time to produce
such records at the principal place of business of the LLC.


 


4.10
 Limited Liability
Company Reports.  The
Managing Member shall
file reports on behalf
of the LLC
with the Secretary
of State as required under
the Act.


 


4.11 Tax Matters Member. Pursuant
to Section 6231(a)
of the Code, the designated tax
matters member for the LLC may take
any action on behalf of the LLC. If at
any time the Members elect a non-member as the sole Manager of the LLC, the
Members shall, by a vote of Members holding more than 50%
of the Membership Interests, select one
of the Members to serve as
the tax matters member for the LLC. The tax matters member
shall prepare or supervise the preparation of all tax
returns of the LLC, and shall be
entitled to reimbursement of any expenses
associated with such preparation.


 


Article
5


Meetings
 and Notices


 


5.1
 Meetings of
Members.  Meetings of
Members maybe held
at such place
as maybe stated in
the notice of
meeting. If no place is
stated in the notice of
meeting, the meeting shall
be held at the principal office
of the LLC. There shall be an annual meeting
of Members which shall be held on such date as
the Managing Member may designate
or as the Members may agree. Special meetings of the Members may be
called by the Managing Member or by any
Member.


 


5.2
 Notice of
Members' Meetings. Written
notice stating the
place, day and hour
of the meeting and,
in the case of
a special meeting, the
purposes for which the meeting is
called, shall be delivered not less than
ten days nor more than 30 days
before the date of the meeting by or at
the direction of the Manager or the persons calling the meeting to each Member
of record entitled to vote at such meeting. If three
successive notices sent to the last
known address of a Member are returned
as undeliverable, no further notices
to such Member shall be necessary until
another address for such Member is made known to
the LLC. A waiver of notice of meeting
in writing, signed by
the person entitled to such notice,
whether before, at or after the
time stated therein, shall be equivalent to the giving of notice of a meeting
or any other matter.


 


5.3
 Method of
Notices. Any notice or
document required to
be given to any
Member or to the
LLC shall be
in writing and shall be
deemed given (1) upon personal delivery, (2) upon confirmation telephonically
or via e-mail of delivery by telefax or
e-mail, (3) on the first business day
after receipted delivery to a courier
service that guarantees next-business-day delivery, under circumstances where such
guaranty is applicable, or (4) on the third
business day after mailing, by certified or registered mail, to the
appropriate party. Notices given to the
LLC or the Managing Member shall be addressed to the LLC or the
Managing Member at the address of the principal office
of the LLC. The Managing Member shall maintain a record of names and addresses of
the Members, and any notice given the Members shall be given
according to the names and addresses on such record.


 


5.4  Voting Rights of Members. In all matters  presented  to or requiring a vote of
Members, each Member shall
have one vote.  A Member may vote in person or by written
proxy. Cumulative voting shall not be permitted. A Majority of Members entitled
to vote shall constitute a quorum at any meeting
of Members. If a quorum is present, the affirmative vote of a majority of
Members shall be the act of the Members unless the
vote of a greater number is
required under the Act or
other provisions of this Agreement.


 


5.5
 Adjourned Meetings.
If a quorum
is not represented
at a meeting
of Members, such meeting
may be adjourned for a period not to
exceed 30 days at any one adjournment. When a meeting is adjourned to another time or place, whether the
adjournment is for lack of quorum or otherwise, 
notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At any adjourned meeting,
the LLC may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
10 days after the
date of the original meeting, a
notice of the adjourned meeting shall be given to
each Member entitled to
vote at the meeting.


 


5.6
 Action of
Members Without a
Meeting. Action required
or permitted by the
Act to be taken
at a Members' meeting
may be taken without a meeting if the action is evidenced
by one or more written consents
describing the action taken, signed by each Member entitled
to vote. Action so taken shall
be effective when all Members entitled to vote have signed the consent
unless the consent specifies a different effective date in which case the action shall be effective as of the different
effective date. Written consent of Members entitled to vote shall have the
same force and effect as a unanimous
vote of such Members.


 


Article
6


Dissolution
and Termination


 


6.1
 Events of
Dissolution. The LLC
shall be dissolved
upon the occurrence of
any of the following
events:


 


(a)
The death, retirement,
resignation, expulsion, bankruptcy
or dissolution of a member,
or the occurrence
of any other
event which terminates the
continued membership of a Member in the LLC, unless there are at least two
remaining Members and the business of
the LLC is continued by the consent of all of the remaining members within 90 days
after the event which terminates  the continued membership of a
Member:


 


(b)
the unanimous written agreement of
all of the Members;


 


(c)
the entry of an
order for relief
involving liquidation of
the LLC under
Chapter 7 of the bankruptcy
law of the United  States;  the
filing by the LLC of a voluntary petition
for liquidation under Chapter 7 of the bankruptcy law of the United States; the general
assignment by the LLC for the benefit of creditors under the laws of any state; or
the appointment of a receiver for all or substantially all of the assets of the LLC, unless such receivership is dissolved within
30 days after the appointment of such receiver. However, the filing of a voluntary petition under Chapter
11 of the bankruptcy law of the United States by the LLC, or the entry of an order
for relief pursuant to a voluntary or involuntary petition by or against the LLC under
Chapter 11 of the bankruptcy law of the United States shall not, in itself,
cause dissolution of the LLC;


 


(d)
the disposition of substantially all of
the assets of the LLC;


 


(e)
a final adjudication that
the application of
any provision  of
this Agreement impairs the
limited  liability  of
any Member;


 


(f)
the happening of any
event that cannot be cured, which makes it
unlawful for the LLC business to be continued;


 


(g)
the expiration of the
term of the
LLC;  or the Act.


 


(h)
any other event
that would cause
dissolution of a
limited liability LLC under


 


6.2
 Filing of
Statement. As soon as
possible  following the
occurrence of any
event of dissolution, a
Managing Member shall execute and file with the Secretary of
State a statement of intent to dissolve in the form prescribed by the Secretary
of State, except that in the event  of a dissolution under Section 6.1(a), the Manager
 in his or her discretion may delay the
filing of a statement  of intent  to dissolve
until immediately after the 90-day period for continuation
of the business  of the LLC.


 


6.3
 Liquidation. Upon
the dissolution of the
LLC, the Members
shall act as
liquidator to wind up
the affairs of the LLC. 
The Managing Member shall have full power and authority to wind up
the affairs of the LLC in an orderly
and businesslike manner and on such terms
and conditions as it deems necessary  or advisable. The Managing Member shall 
have the power and authority to liquidate any or all
non-liquid assets of the LLC
only to the extent required (1) for payment of debts and liabilities of
the LLC, including any loans or advances to the
LLC by any Member, and the
costs and  expense of liquidation, (2) to the establishment of such reserves
as  the Members deems necessary  or advisable.
The proceeds from such liquidation shall be applied in the priority  stated. The balance
of the LLC's non-liquid assets, if any, shall be distributed to the Members
in kind, in accordance with Section
6.4 below.





 


6.4
 Distribution in
Kind. If any
LLC assets are
to be distributed
in kind to
the Members, the Managing
Member shall, in their discretion,
either carry out an informal appraisal
or obtain an independent appraisal of the
fair market value of
such assets at a date reasonably close
to the date
of liquidation and shall distribute such assets to the Members in undivided interests, as tenants-in-common,
in accordance with their Membership Interests at the time of the
distribution. The gain or loss shall be
determined as if the assets
had been sold for their appraised value
and allocated to the Members for
the purpose of maintaining capital accounts in
accordance with Article 3. Net proceeds shall be determined and the assets shall be
distributed in kind to the Members in accordance with Paragraph 6.3 as if the assets
had been sold for the appraised value.
The capital account of each Member shall be debited by the appraised value of the assets
distributed to it.


 


6.5
 Filing of
Articles. When all
debts, liabilities and
obligations of the
LLC have been paid
and discharged or adequate provision
has been made therefor and
all of the remaining property and assets have been distributed to
the Members, the liquidator shall file articles of dissolution
of the LLC with the Secretary of State.


 


Article
7


General
Provisions


 


7.1
 Transactions with
Members. A Member
or the Managing
Member may lend
money, act as surety
for, and transact other business
with the LLC and, subject to other applicable law, shall have the same rights and
obligations with respect thereto as a person who is not a Member or a Managing Member.


 


7.2
 Indemnification of
Manager,Employees and
Agents. The LLC
shall indemnify any person
made a party
to a proceeding
because such person is or was
a Managing Member against liability incurred
in any such proceeding and advance expenses to such person to the fullest
extent permitted under the Act.
The LLC may indemnify and advance expenses
to any employee or agent of the LLC who is not a Manager to the
same extent as a Managing Member. The LLC may purchase and maintain insurance  on
behalf of a person who is or was a Managing Member, employee, fiduciary or agent of the LLC against
any liability asserted against or incurred by such person
in any such capacity or arising
out of such person's status as such, whether or
not the LLC would have the power to indemnify such person against such liability.
 Any indemnification of or advance of expenses
to a Managing Member
in accordance with the foregoing, if arising
out of a proceeding by or on behalf of
the LLC, shall be reported in writing to the members with
or before the notice of the next
Members' meeting.


 


7.3
 Entire Agreement.
The Agreement embodies
the entire understanding
and agreement between the
parties concerning the
subject matter hereof,
and supersedes any and all prior negotiations, understandings or agreements
in regard thereto.


 


7.4
 Applicable Law.
This Agreement shall
be construed in
accordance with and
governed by the laws
of the State
of Wisconsin.


 


7.5
 Counterparts. This
Agreement may be
executed in any
number of counterparts,
each of which shall
be considered an original.





 


7.6
 Additional Documents.
The Members agree
to execute any
additional documents and to
perform any additional
acts as are or may become necessary
or convenient to carry out the purposes of this Agreement.


 


7.7
 Amendments.  Any
amendments  to this
Agreement shall require
the unanimous approval of
the Members.


 


Article
8


Member
Representations


 


By
executing this Agreement,
each Member represents
and acknowledges that:


 


(a)
 It
is aware that
the Units of
the LLC have
not been registered
under the Securities Act of 1933
or State Blue Sky Laws (the "Securities Acts") because the Units are being
issued in reliance upon an
exemption which is available only
if the Members acquire them
for investment and not with a view to distribution.  Each Member is familiar
with the phrase "acquired for investment and not with a view to distribution"
as it relates to the Securities Acts and the special meaning
given to such terms by the Securities and Exchange Commission.


 


(b)
 It understands
that the LLC
is under no
obligation to register
the Units under the
Securities Acts or
to assist any Member in
complying with any exemption from
such registration if any Member should
at a later date wish to dispose of the Units. Each Member realizes that
the Units are unlikely to qualify for
sale or other disposition under
either Rule 144 or Rule 237 issued by
the Securities and Exchange Commission.


 


(c)
 It
has made as
thorough and complete
an investigation of
this enterprise as
it considers prudent in the circumstances
and that all information has been made available
to it that it needs in order for it to make an
informed and intelligent decision to contribute to and become a Member of the
LLC. Each Member is an experienced and sophisticated
investor not in need of the protection afforded investors by the Securities Acts.





 


EXECUTED
to be effective 
as of the
date first set
forth above.