**SECOND
      AMENDED AND RESTATED**


**OPERATING
      AGREEMENT**





**OF**





**UNITY
      BUSINESS NETWORKS, L.L.C.,**


**an
      Arizona limited liability company**





**DATED:
      July 25, 2007**












**TABLE
      OF CONTENTS**


PageSection
                  I Formation; Name and Office; Purpose; Partnership
                  Treatment
              21.1
              Formation
              21.2
              Name
                  and Registered Office
              21.3
              Purpose
              21.4
              Treatment
                  as a Partnership
              21.5
              Qualification
                  in Other Jurisdictions
              2Section
                  II Definitions
              3Section
                  III Capital Contributions; Shares
              103.1
              Capital
                  Accounts
              103.2
              Capital
                  Contributions
              113.3
              Withdrawal
                  or Return of Capital Contributions
              123.4
              Form
                  of Return of Capital
              133.5
              Salary
                  or Interest
              13Section
                  IV Series A Preferred Shares
              134.1
              Series
                  A Preferred Shares
              134.2
              Voting
                  Rights
              134.3
              Conversion
              144.4
              Distributions
              174.5
              Subsequent
                  Offerings
              174.6
              Registration
                  Rights
              174.7
              Information
                  Rights
              174.8
              Option
              174.9
              Termination
                  of the Series A Preferred Rights
              18Section
                  V Allocations and Distributions
              185.1
              Allocations
              185.2.
              Section
                  704(c) Allocations
              195.3
              Regulatory
                  Allocations
              205.4
              Non-Liquidating
                  Distributions
              215.5
              Distributions
                  From a Liquidation Event
              215.6
              General
              22Section
                  VI Management
              236.1.
              Board
                  of Managers
              236.2.
              Number,
                  Tenure, and Qualifications
              236.3.
              Certain
                  Powers of the Board
              246.4.
              Actions
                  Requiring Special Approvals
              256.5.
              Meetings
                  of the Board
              276.6
              Quorum
                  and Acts of the Board
              276.7
              Electronic
                  Communications
              27
  -i-
  6.8
              Managers
                  Have No Exclusive Duty to Company
              276.9.
              Resignation
              276.10.
              Removal
              286.11.
              Vacancies
              286.12.
              Compensation
                  and Expenses
              286.13.
              Books
                  and Records
              286.14.
              Access
                  to Books and Records
              296.15.
              Returns
                  and Other Elections
              296.16.
              Fiscal
                  Year
              296.17.
              Reports
              296.18.
              Tax
                  Matters Partner
              296.20
              Management
                  Fee
              296.21
              Chairman
                  of the Board.
              30Section
                  VII Members
              307.1.
              Meetings
              307.2.
              Place
                  of Meetings
              307.3.
              Notice
                  of Meetings
              307.4.
              Meeting
                  of All Members
              307.5.
              Record
                  Date
              307.6.
              Quorum
              307.7.
              Voting
                  Rights of Members
              317.8.
              Manner
                  of Acting
              317.9.
              Proxies
              317.10.
              Action
                  by Members without a Meeting
              317.11.
              Telephonic
                  Communication
              317.12.
              Waiver
                  of Notice
              317.13
              Names
                  and Addresses of Members
              327.14
              Voting
                  Agreement
              32Section
                  VIII Transfers and Withdrawals
              338.1.
              Transfers
              338.2.
              Withdrawal
              338.3.
              Right
                  of First Refusal
              338.4
              Option
                  on Death or Bankruptcy
              348.5
              Conditions
                  of Transfer
              358.6
              No
                  Transfer of Membership Rights
              358.7
              Substitute
                  and Additional Members
              358.8
              Distributions
                  on Withdrawal
              36Section
                  IX Dissolution and Termination
              369.1
              Dissolution
              369.2
              Distributions
                  and Other Matters
              369.3
              Deficit
                  Capital Accounts
              379.4
              Rights
                  of Interest Holders—Distributions of Property
              379.5
              Articles
                  of Termination
              37
  -ii-
  Section
                  X Other Interests of an Interest Holder or a Manager
              3710.1
              Other
                  Interests Permitted
              3710.2
              Non-Competition/Non-Disclosure/Non-Solicitation
                  Provisions
              38Section
                  XI Indemnity
              4111.1
              Indemnity
                  Rights
              4111.2
              Notice
                  and Defense
              4111.3
              Expenses
              4211.4
              Other
                  Sources
              4211.5
              Survival
              42Section
                  XII Miscellaneous
              4212.1
              Notices
              4212.2
              Bank
                  Accounts
              4212.3
              Partial
                  Invalidity
              4212.4
              Governing
                  Law; Parties in Interest
              4312.5
              Amendment
              4312.6
              Execution
                  in Counterparts
              4312.7
              Titles
                  and Captions
              4312.8
              Pronouns
                  and Plurals
              4312.9
              Waiver
                  of Action for Partition
              4312.10
              Entire
                  Agreement
              4312.11
              Estoppel
                  Certificate
              43Section
                  XIII Arbitration
              43Section
                  XIV Agreement of Spouses of Members
              44





**EXHIBITS:**





Exhibit
                A
            —
            
            Members,
                Capital Contribution, Percentage Interests and SharesExhibit
                B
            —
            
            Purchase
                Price Determination Pursuant to Section 7.4Exhibit
                C
            —
            
            MT
                NoteExhibit
                D
            —
            
            Percentage
                Interests and Common Share Ownership after MT Loan Paid in
                Full


-iii-


**SECOND
      AMENDED AND RESTATED OPERATING AGREEMENT**


**OF**


**UNITY
      BUSINESS NETWORKS, L.L.C.**


**an
      Arizona limited liability company**





**THIS
      SECOND AMENDED AND RESTATED OPERATING AGREEMENT** (this
“ *Agreement* ”)
      is
      made and entered into effective as of the __ day of July, 2007, by and among
      (a)
      each of the persons and/or entities listed on *Exhibit
      A* and
      executing this Agreement or a counterpart thereof as Members, and (b) each
      of
      the persons executing this Agreement or a counterpart thereof as Managers,
      of
      UNITY BUSINESS NETWORKS, L.L.C., an Arizona limited liability company (the
      “ *Company* ”).




**WHEREAS** ,
      the
      Company was formed on October 1, 2003, and the Company and its initial Members
      entered into that certain Operating Agreement of the Company, dated October
      1,
      2003, which original operating agreement was subsequently amended and restated
      pursuant to the Amended and Restated Operating Agreement of the Company dated
      as
      of February 28, 2007 (collectively, the “ *Original
      Agreement* ”);




**WHEREAS** ,
      the
      Company and Zoom Technologies, Inc., a Delaware corporation (the “ *Purchaser* ”)
      have
      entered into that certain Series A Preferred Share Purchase Agreement, dated
      as
      of the date hereof (the “ *Purchase
      Agreement* ”),
      pursuant to which the Purchaser will purchase and the Company will issue and
      sell to Purchaser Series A Preferred Shares;




**WHEREAS** the
      Company, the Purchaser, and the holders of the Company’s common shares have
      entered into that certain Investor’s Rights Agreement, dated as of the date
      hereof (the “ *Investor’s
      Rights Agreement* ”),
      which
      agreement sets forth the various rights of the Series A Preferred Shares,
      including registration rights, information rights and rights to participate
      in
      future share issuances;




**WHEREAS** ,
      the
      Company and the Purchaser have entered into that certain Option Agreement,
      dated
      as of the date hereof (the “ *Option
      Agreement* ”),
      pursuant to which the Purchaser is granted an option to purchase the remaining
      ownership interests in the Company upon the terms and conditions set forth
      in
      the Option Agreement; and




**WHEREAS** ,
      in
      connection with the Purchase Agreement, the Members and the Company desire
      to
      amend and restate in its entirety the Original Agreement to reflect certain
      changes in the capital structure and management of the Company and to create
      the
      Series A Preferred Shares and prescribe the rights and preferences of the Series
      A Preferred Shares.




**NOW,
      THEREFORE** ,
      in
      consideration of the agreements and obligations set forth herein, the Members
      and Managers hereby agree as follows:









**Section
      I**




**Formation;
      Name and Office; Purpose; Partnership Treatment**




1.1  *Formation* .
      Pursuant to the Arizona Limited Liability Company Act, A.R.S. Sections 29-601
      through 29-857 (the “ *Act* ”),
      the
      parties have formed an Arizona limited liability company effective upon the
      filing of the Articles of Organization of this Company (the “ *Articles* ”)
      with
      the Arizona Corporation Commission. The parties have executed this Agreement
      to
      serve as the “Operating Agreement” of the Company, as that term is defined in
      A.R.S. Section 29-601(12), and subject to any applicable restrictions set forth
      in the Act, the business and affairs of the Company and the relationships of
      the
      parties to one another shall be operated in accordance with and governed by
      the
      terms and conditions set forth in this Agreement. The parties agree to execute
      all amendments of the Articles, and do all filing, publication, and other acts
      as may be appropriate from time to time hereafter to comply with the
      requirements of the Act.




1.2  *Name
      and Registered Office* .
      The
      Company shall be conducted under the name of UNITY BUSINESS NETWORKS, L.L.C.,
      and the registered office of the Company, as registered with the Arizona
      Secretary of State, shall be at 1313 North 25th Ave., Phoenix, AZ 85009, or
      such
      other place as the Board may from time to time determine.




1.3  *Purpose* .
      The
      purpose and business of the Company shall be to transact the business of
      internet voice-mail and phone services to small business through voice over
      IP,
      and any other related activities. The Company shall have the power to do any
      and
      all acts and things necessary, appropriate, or incidental to the furtherance
      of
      such purpose. The Company may engage in other business or acquire other assets
      only on the vote of a Majority in Interest of the Members.




1.4  *Treatment
      as a Partnership* .
      It is
      the intent of the Members that the Company shall always be operated in a manner
      consistent with its treatment as a partnership for federal and state income
      tax
      purposes, but that the Company shall not be operated or treated as a partnership
      for purposes of the federal bankruptcy code. No Member or Manager shall take
      any
      action inconsistent with this intent.




1.5  *Qualification
      in Other Jurisdictions* .
      The
      Board shall cause the Company to be qualified or registered under assumed or
      fictitious name statutes or similar laws in any jurisdiction in which the
      Company is required to so qualify or register by reason of the nature of the
      business conducted by the Company in such jurisdiction. The Board shall cause
      the execution, delivery and filing of any certificates (and any amendments
      and/or restatements thereof) necessary for the Company to qualify to do business
      in any jurisdiction in which the Company is required to so qualify. The Board
      shall cause the Company to withdraw or cancel its qualification, formation
      or
      registration under assumed or fictitious name statutes or similar laws in any
      jurisdiction in which the Company ceases to transact business. The Board shall
      cause the execution, delivery and filing of any certificates and other required
      documents necessary for the Company to withdraw its authority to do business
      in
      any jurisdiction in which the Company ceases to conduct business.




2






**Section
      II**




**Definitions**




The
      following terms shall have the meanings set forth in this Section
      II:




*“AAA”* has
      the
      meaning set forth in Section XIII.




*“Acquisition”* means
      (i)
      any consolidation or merger of the Company with or into any other corporation
      or
      other entity, or any other limited liability company reorganization, in which
      the members of the Company immediately prior to such consolidation, merger
      or
      reorganization, own less than fifty percent (50%) of the voting power of the
      surviving or successor entity (or in the event stock or ownership interests
      of
      an Affiliate are issued in such transaction, less than fifty percent (50%)
      of
      the voting power of such Affiliate) immediately after such consolidation, merger
      or reorganization; or (ii) any transaction or series of related transactions
      to
      which the Company is a party in which in excess of fifty percent (50%) of the
      Company’s outstanding voting power is transferred; *provided,
      however* ,
      that an
      Acquisition shall not include (x) any consolidation or merger effected
      exclusively to change the domicile of the Company, (y) any Company Conversion,
      or (z) any transaction or series of transactions principally for bona fide
      equity financing purposes in which cash is received by the Company or any
      successor or indebtedness of the Company is cancelled or converted or a
      combination thereof.




*“Act”* means
      the Arizona Limited Liability Company Act, A.R.S. Sections 29-601 through
      29-857, as amended from time to time (or any corresponding provisions of
      succeeding law).




*“Adjusted
      Book Value”* means
      with respect to Company Property, the Property's Initial Book Value with the
      adjustments required under this Agreement.




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




(i)
            the
                Capital Account shall be increased by the amounts which the Interest
                Holder is obligated to restore under this Agreement or is deemed
                obligated
                to restore pursuant to Regulation Sections 1.704-2(g)(1) and (i)(5)
                (*i.e.*,
                the Interest Holder's share of Minimum Gain and Member Minimum Gain);
                and




(ii)
            the
                Capital Account shall be decreased by the items described in Regulation
                Sections 1.704-1(b)(2)(ii)(d)(4), (5) and
                (6).




This
      definition of Adjusted Capital Account Deficit is intended to comply with
      Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be
      interpreted and applied in a manner consistent therewith.




*“Affiliate”* means,
      with respect to any Interest Holder or Manager, any Person: (i) who is a member
      of the Interest Holder's or Manager's Family; (ii) which owns more than fifty
      percent (50%) of the voting or economic interests in the Interest Holder or
      Manager; (iii) in which the Interest Holder or Manager owns more than fifty
      percent (50%) of the voting or economic interests; or (iv) in which more than
      fifty percent (50%) of the voting or economic interests are owned by a Person
      who has a relationship with the Interest Holder or Manager described in clause
      (i), (ii), or (iii) above.




3




*“Articles”* has
      the
      meaning set forth in Section 1.1.




“ *as
      converted basis* ”
of
      the
      Preferred Shares means that, the Preferred Shares shall be treated as that
      number of Common Shares issuable upon conversion thereof, as determined in
      accordance with Section 4.3.




“ *Asset
      Transfer* ”
means
      a
      sale, lease, conveyance or other disposition of all or substantially all of
      the
      assets of the Company or the exclusive licensing of substantially all of the
      Company’s intellectual property.




“ *Board* ”
means
      the Board of Managers of the Company, which shall be composed of the persons
      appointed for such purpose under Section 6.2 and any other person that succeeds
      such person in that capacity.




*“Capital
      Account”* means
      the account maintained by the Company for each Interest Holder in accordance
      with the provisions of Section III.




*“Capital
      Contribution”* means
      the total amount of cash and the fair market value of any other assets
      contributed (or deemed contributed under Regulation Section
      1.704-1(b)(2)(iv)(d)) to the Company by an Interest Holder, net of liabilities
      secured by the contributed Property that the Company is considered to assume
      or
      take subject to under Section 752 of the Code.




*“Cash
      Flow”* means
      all cash funds derived from operations of the Company (including interest
      received on reserves), without reduction for any noncash charges, but less
      cash
      funds used to pay current operating expenses and to pay or establish reasonable
      reserves for future expenses, debt payments, capital improvements, and
      replacements as determined by the Board. Cash Flow shall be increased by the
      reduction of any reserve previously established.




“ *Change
      of Control* ”
means
      any Acquisition or Asset Transfer.




*“Code”* means
      the Internal Revenue Code of 1986, as amended, or any corresponding provision
      of
      any succeeding law.




“ *Common
      Member* ”
means
      any holder of Common Shares, but solely in its capacity as a holder of Common
      Shares, without giving effect to the conversion features of any Preferred Shares
      or other securities until converted in accordance with the terms and provisions
      thereof or this Agreement.




*“Common
      Member Shares”* has the
      meaning set forth in Section 7.14.1.1.




4




*“Company
      Minimum Gain”* has the
      meaning set forth in Regulation Section 1.704-2(b)(2) and Section 1.704-2(d)
      for
“partnership minimum gain.”




*“Company
      Offer Period”* has
      the
      meaning set forth in Section 8.3.2.




“ *Common
      Percentage Interest(s)* ”
means
      with respect to a Member’s Percentage Interest of all outstanding Common Shares,
      the quotient obtained by dividing the number of Common Shares held by such
      Member by the total number of outstanding Common Shares.




*“Common
      Share Equivalents”* has
      the
      meaning set forth in Section 4.3.2.




“ *Common
      Shares* ”
means
      those Shares designated as such by the Board and having those rights specified
      in Section 3.1.




“ *Company
      Conversion* ”
means
      (i) the conversion of the Company’s business form from a limited liability
      company to a corporation, (ii) the merger of the Company with or into a new
      or
      previously-established but dormant corporation having no assets or liabilities,
      debts or other obligations of any kind whatsoever other than those associated
      with its formation and initial capitalization, or (iii) the contribution of
      the
      assets and liabilities of the Company to a corporation in exchange for one
      class
      of common stock in such corporation, followed by a liquidation of the Company
      and a distribution of such corporation’s common stock to the members of the
      Company.




*“Conditions
      of Transfer”* has
      the
      meaning set forth in Section 8.5.




*“Confidential
      Information”* has the
      meaning set forth in Section 10.2.1.




“ *Conversion
      Price* ”
means
      the Series A Original Issue Price for the applicable Preferred Shares, as
      adjusted pursuant to Section 4.3.




*“Conversion
      Rights”* has the
      meaning set forth in Section 4.3.




“ *Covered
      Person”* has
      the
      meaning set forth in Section 11.1.




*“Event
      of Withdrawal”* means
      those events and circumstances listed in Section 29-733 of the Act other
      than subparagraphs 4 or 5 thereof.




“ *Exempt
      Transfers* ”
means
      the following Transfers: (1) the pledge of the Company’s membership interests
      pursuant to the MT Pledge Agreement; and (2) the transfer of the Common Shares
      to the Preferred Member in connection with the Preferred Member’s exercise of
      the Option.




*“Family”* means
      a
      Person's spouse, lineal ancestors or descendants by birth or adoption, siblings,
      and trusts for the benefit of such Person or any of the foregoing
      individuals.




*“Fiscal
      Year”* means
      the fiscal year of the Company, as determined under
      Section 6.16.




5




“ *Founder”* has
      the
      meaning set forth in Section 10.2.4.1.




*“Free
      Transfer Period”* has
      the
      meaning set forth in Section 8.3.5.




*“Interest”* means a
      Person's share of the Profits and Losses (and specially allocated items of
      income, gain, and deduction) of, and the right to receive distributions from,
      the Company.




*“Interest
      Holder”* means
      any Person who holds an Interest, whether as a Member or as an unadmitted
      assignee of a Member.




*“Initial
      Book Value”* means,
      with respect to Property contributed to the Company by an Interest Holder,
      the
      Property's fair market value at the time of contribution and, with respect
      to
      all other Property, the Property's adjusted basis for federal income tax
      purposes at the time of acquisition.




“ *Investor
      Shares* ”
has
      the
      meaning set forth in Section 7.14.1.2.




“ *Investor’s
      Rights Agreement* ”
has
      the
      meaning set forth in the Recitals hereto.




“ *Liquidation
      Event* ”
means
      the occurrence of any of the following events: a liquidation, dissolution,
      or
      winding up of the Company, its business or its affairs, whether voluntary or
      not
      and including pursuant to Section IX herein.




“ *Loss* ”
see
      definition of “ *Profit”* and
“ *Loss”* below.




“ *Majority
      Owner* ”
means
      Anthony Sheesley, but only prior to the repayment in full of the MT Note,
      whereupon this definition will no longer apply.




*“Majority
      in Interest”* means
      one or more Members who own, collectively, a simple majority
      of the Percentage Interests held by Members.




*“Manager”* means
      that person or those persons designated as such pursuant to Section VI of
      this Agreement.




*“Member”* means
      each Person signing this Agreement and any Person who subsequently is admitted
      as a Member (whether a Common Member or a Preferred Member) of the Company,
      until such time as an Event of Withdrawal has occurred with respect to such
      Member.




*“Member
      Nonrecourse Debt”* has the
      meaning set forth in Section 1.704-2(b)(4) of the Treasury Regulations for
“partner nonrecourse debt.”




*“Member
      Nonrecourse Debt Minimum Gain”* has the
      meaning set forth in Regulation Section 1.704-2(i) for “partner nonrecourse debt
      minimum gain.”




*“Member
      Nonrecourse Deductions”* has the
      meaning set forth in Regulation Section 1.704-2(i) for “partner nonrecourse
      deductions.”




6




“ *Member
      Offer Period”* has
      the
      meaning set forth in Section 8.3.4.




*“Membership
      Rights”* means
      all of the rights of a Member in the Company, including a Member's: (i)
      Interest, (ii) right to inspect the Company's books and records, and (iii)
      right
      to vote on matters coming before the Company.




*“MT”* has
      the
      meaning set forth in Section 3.2.3.




“ *MT
      Note* ”
has
      the
      meaning set forth in Section 3.2.3.




“ *MT
      Pledge Agreement* ”
means
      that certain Pledge of Limited Liability Company Interests in Unity Business
      Networks, L.L.C., dated as of October 1, 2003, among the MT Family Limited
      Partnership and Anthony Sheesley, Gregory Menard and Robert Paulsen.




*“Nonrecourse
      Deductions”* has the
      meaning set forth in Treasury Regulation Section 1.704-2(b)(1). The amount
      of
      Nonrecourse Deductions shall be determined according to the provisions of
      Regulation Section 1.704-2(c).




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




*“Offer”* has
      the
      meaning set forth in Section 8.3.1.3.




“ *Option* ”
has
      the
      meaning set forth in Section 4.8 hereof.




“ *Option
      Agreement* ”
has
      the
      meaning set forth in the Recitals hereto.




“ *Original
      Agreement* ”
has
      the
      meaning set forth in the Recitals hereto.




*“Percentage
      Interest”* means,
      as to a Member or an Interest Holder, the quotient obtained by dividing the
      number of Shares held by such Member or Interest Holder (on an as converted
      basis) by the total number of outstanding Shares (on an as converted basis).




*“Person”* means
      and includes an individual, corporation, partnership, association, limited
      liability company, trust, estate, or other entity.




“ *Preferred
      Member* ”
means
      any holder of Preferred Shares, but solely in its capacity as a holder of
      Preferred Shares.




“ *Preferred
      Shares* ”
means
      the Series A Preferred Shares.




*“Profit”* and *“Loss”* means,
      for each Fiscal Year of the Company (or other period for which Profit or Loss
      must be computed), the Company's taxable income or loss determined in accordance
      with Code Section 703(a), with the following adjustments:




(i)
            all
                items of income, gain, loss, deduction, or credit required to be
                stated
                separately pursuant to Code Section 703(a)(1) shall be included in
                computing taxable income or loss;




7




(ii)
            any
                tax-exempt income of the Company, not otherwise taken into account
                in
                computing Profit or Loss, shall be included in computing Profit or
                Loss;




(iii)
            any
                expenditures of the Company described in Code Section 705(a)(2)(B)
                (or
                treated as such pursuant to Treasury Regulation
                Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in
                computing Profit or Loss, shall be included in computing Profit or
                Loss;




(iv)
            if
                the Adjusted Book Value of Company Property differs from its adjusted
                basis for federal income tax purposes, then gain or loss resulting
                from
                any taxable disposition of Company property shall be computed by
                reference
                to the Adjusted Book Value of the Property disposed of rather than
                the
                adjusted basis of the property for federal income tax
                purposes;




(v)
            if
                the Adjusted Book Value of Company Property differs from its adjusted
                basis for federal income tax purposes, then in lieu of the depreciation,
                amortization, or cost recovery deductions allowable in computing
                taxable
                income or loss, the depreciation, amortization (or other cost recovery
                deduction) shall be an amount that bears the same ratio to the Adjusted
                Book Value of such Property as depreciation, amortization (or other
                cost
                recovery deduction) computed for federal income tax purposes for
                such
                period bears to the adjusted tax basis of such Property. If the Property
                has a zero adjusted tax basis, the depreciation, amortization (or
                other
                cost recovery deduction) of such Property shall be determined under
                any
                reasonable method selected by the Board;
                and




(vi)
            any
                items which are specially allocated pursuant to Sections 5.2 and
                5.3
                hereof shall not be taken into account in computing Profit or
                Loss.




*“Property”* means
      all real and personal property (including cash) owned or subsequently acquired
      by the Company, and any improvements thereto, and all rights associated
      therewith.




“ *Purchase
      Agreement* ”
has
      the
      meaning set forth in the Recitals hereto.




“ *Purchaser* ”
has
      the
      meaning set forth in the Recitals hereto.




“ *Regulation* ”
see
      definition of Treasury Regulation below.




“ *Remaining
      Members”* has
      the
      meaning set forth in Section 8.3.1.




“ *SAR
      Plan* ”
means
      that certain Stock Appreciation Rights Plan of the Company dated October 1,
      2005.




“ *Series
      A Manager* ”
means
      any member of the Board who has been appointed by the holders of the Series
      A
      Preferred Shares pursuant to Section 6.2.




8




“ *Series
      A Liquidation Preference* ”
means,
      with respect to any Series A Preferred Share, an amount equal to the Series
      A
      Original Issue Price, minus any distributions received by the Preferred Member
      with respect to the Series A Preferred Shares to date (other than distributions
      pursuant to Section 5.4.2).




“ *Series
      A Original Issue Date* ”
means
      the date upon which the Series A Preferred Shares are first issued.




“ *Series
      A Original Issue Price* ”
means
      $0.058388 per Series A Preferred Share, as adjusted for any combinations,
      splits, reorganizations, recapitalizations or the like or in respect of any
      Company Conversion.




“ *Series
      A Preferred Shares* ”
means
      the Preferred Shares denominated as such by the Board and having those rights,
      privileges, preferences and limitations specified in Section IV.




“ *Share(s)* ”
shall
      be the unit of measurement for determining a Person’s Interest in the Company,
      with each Share evidencing a proportional part of certain rights in the Company
      during its existence, and in the assets of the Company upon dissolution. All
      Interests in the Company shall be evidenced by Shares, which may be designated
      in one or more classes or series and with such rights, privileges, preferences
      and limitations as determined by the Board. If held by a Member, Shares evidence
      such Member’s Membership Rights; if held by an Interest Holder that is not a
      Member, Shares evidence Interest only. In the event of a Company Conversion,
      “Share(s)” shall instead mean and include the securities of the resulting
      corporation into which the relevant Shares of the Company are converted or
      for
      which they are exchanged in connection with such Company
      Conversion.




“ *Subject
      Shares”* has
      the
      meaning set forth in Section 7.14.2.




“ *Substitute
      Member”* has
      the
      meaning set forth in Section 8.7.




“ *Tax
      Distribution Amount* ”
means,
      with respect to each Member, for any Fiscal Year, an amount equal to (i) the
      taxable income of the Company (including items that are separately stated under
      Code Section 702) allocated by the Company to such Member on the Company’s
      Federal income tax return for that year reduced by any taxable loss of the
      Company (including items that are separately stated under Code Section 702)
      allocated by the Company to such Member on the Company’s Federal income tax
      returns in prior years (and that have not been so applied to reduce the Tax
      Distribution Amount for any prior years), multiplied by (ii) the highest
      combined Federal, state and local income tax rate applicable to an individual
      in
      his or her state of residence or to a corporation in the state where it is
      domiciled or, in the case of a corporation, in any state in which the Company
      is
      engaged in business (after taking into account the deductibility of state and
      local income taxes for Federal income tax purposes) or, in the case of a Person
      treated as a “partnership” for Federal and state income tax purposes, to the
      individual and non-individual Persons that are the “partners” of such
      partnership for Federal and state income tax purposes, assuming all Members
      to
      be in the maximum federal and the highest applicable State income tax
      bracket.




“ *Tax
      Matters Partner* ”
has
      the
      meaning set forth in Section 6.18.




9




*“Transfer”* means,
      when used as a noun, any voluntary or involuntary sale, hypothecation, pledge,
      assignment, attachment, or other transfer, and, when used as a verb, means
      voluntarily or involuntarily to sell, hypothecate, pledge, assign, or otherwise
      transfer.




*“Transfer
      Notice”* has
      the
      meaning set forth in Section 8.3.1.




*“Transfer
      Purchase Price”* has
      the
      meaning set forth in Section 8.3.1.3.




*“Transferee”* has
      the
      meaning set forth in Section 8.3.1.




“ *Transferee
      Offer* ”
has
      the
      meaning set forth in Section 8.3.1.




“ *Transferor* ”
has
      the
      meaning set forth in Section 8.3.1.




*“Treasury
      Regulations”* or *“Regulations”* means
      the income tax regulations, including any temporary regulations, promulgated
      under the Code as such regulations may be amended from time to time (including
      corresponding provisions of succeeding regulations).




“ *Undistributed
      Tax Distribution Amount* ”
means,
      on a given measurement date, for each Member (i) the Member’s cumulative share
      of the Tax Distribution Amount for the current and all prior Fiscal Years less
      (ii) any amounts actually distributed to the Member pursuant to Section 5.4
      prior to the measurement date.




“ *Withdraw* ”
or
      “ *Withdrawal* ”
see
      definition of “ *Event
      of Withdrawal* ”
above.




**Section
      III**




**Capital
      Contributions; Shares**




3.1  *Capital
      Accounts.* A
      Capital Account shall be maintained for each Interest Holder in accordance
      with
      the following provisions:




3.1.1  An
      Interest Holder's Capital Account shall be credited with the amount of money
      contributed by the Interest Holder to the Company; the fair market value of
      the
      Property contributed by the Interest Holder to the Company (net of liabilities
      secured by such contributed Property that the Company is considered to assume
      or
      take subject to under Section 752 of the Code); the Interest Holder's allocable
      share of Profit and items of income and gain specially allocated to the Interest
      Holder pursuant to Section V (other than Section 5.2); and the amount of Company
      liabilities that are assumed by the Interest Holder under Regulation Section
      1.704-1(b)(2)(iv)(c);




3.1.2  An
      Interest Holder's Capital Account shall be debited with the amount of money
      distributed to the Interest Holder; the fair market value of any Company
      property distributed to the Interest Holder (net of liabilities secured by
      such
      distributed Property that the Interest Holder is considered to assume or take
      subject to under Section 752 of the Code); the Interest Holder's allocable
      share
      of Loss and items of deduction and loss specially allocated to the Interest
      Holder pursuant to Section V (other than Section 5.2); and the amount of the
      Interest Holder's liabilities that are assumed by the Company under Regulation
      Section 1.704-1(b)(2)(iv)(c);




10




3.1.3  If
      Company Property is distributed to an Interest Holder, the Capital Accounts
      of
      all Interest Holders shall be adjusted as if the distributed Property had been
      sold in a taxable disposition for the gross fair market value of such Property
      on the date of distribution (taking into account Section 7701 of the Code)
      and
      the Profit or Loss from such disposition allocated to the Interest Holders
      as
      provided in Section V.




3.1.4  If
      money
      or other Property (other than a *de
      minimis* amount)
      is (i) contributed to the Company by a new or existing Interest Holder in
      exchange for an interest in the Company; or (ii) distributed by the Company
      to a
      retiring or continuing Interest Holder as consideration for an interest in
      the
      Company; then, if the Members deem by Majority in Interest vote such an
      adjustment to be necessary to reflect the economic interests of the Interest
      Holders, the Book Value of the Company's Property shall be adjusted to equal
      its
      gross fair market value on such date (taking into account Section 7701(g) of
      the
      Code) and the Capital Accounts of all Interest Holders shall be adjusted in
      the
      same manner as if all the Company Property had been sold in a taxable
      disposition for such amount on such date and the Profit or Loss allocated to
      the
      Interest Holders as provided in Section V. If there is a conversion pursuant
      to
      Section 4.3, then pursuant to Regulation Section 1.704-1(b)(2)(iv)(s) such
      conversion will be taken into account in determining Capital Accounts, and
      the
      Capital Account of the Interest Holders shall be adjusted in a manner consistent
      with the manner in which the Capital Accounts are required to be adjusted
      pursuant to that Section of the Regulations and *Exhibit
      A* shall be
      revised accordingly.




3.1.5  To
      the
      extent an adjustment to the tax basis of any Company asset pursuant to Code
      Section 734(b) or Code Section 743(b) is required, pursuant to Regulation
      Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
      Accounts, the Book Value of the Company's Property and the Capital Account
      of
      the Interest Holders shall be adjusted in a manner consistent with the manner
      in
      which the Capital Accounts are required to be adjusted pursuant to that Section
      of the Regulations.




If
      any
      Shares are transferred pursuant to the terms of this Agreement, the transferee
      shall succeed to the Capital Account of the transferor to the extent the Capital
      Account is attributable to the transferred Shares. It is intended that the
      Capital Accounts of all Interest Holders shall be maintained in compliance
      with
      the provisions of Regulation Section 1.704-1(b), and all provisions of this
      Agreement relating to the maintenance of Capital Accounts or the Adjusted Book
      Value of Company Property shall be interpreted and applied in a manner
      consistent with that Section of the Regulations.




3.2  Capital
      Contributions .




3.2.1  *Common
      Shares* .
      In
      consideration of their initial and any subsequent Capital Contributions to
      the
      Company, as set forth on *Exhibit
      A* (which *Exhibit
      A* is, by
      this reference, made a part of this Agreement), the Company has issued to the
      Common Members the number of Common Shares set forth next to each Common
      Member’s name on *Exhibit
      A* .
      Each
      Common Member shall be entitled to one vote per one Common Share held of record
      on the Company’s books as to matters that come before the Members for a vote.
      The holders of the Common Shares shall be entitled to distributions as provided
      in Section V.




11




3.2.2  *Preferred
      Shares* .
      In
      consideration of its initial Capital Contribution to the Company, as set forth
      on *Exhibit
      A* ,
      the
      Company has issued to the Preferred Member the number of Series A Preferred
      Shares set forth next to the Preferred Member’s name on *Exhibit
      A* .
      The
      Series A Preferred Shares shall have such distribution rights, liquidation
      preferences, redemption provisions, voting rights, conversion and exchange
      rights and other rights, preferences, privileges, limitations, restrictions
      and
      other terms and provisions as set forth in Section IV.




3.2.3  *Common
      Shares and MT Family Limited Partnership Loan* .
      As of
      the date hereof, the Company owes approximately $711,000 to the MT FAMILY
      LIMITED PARTNERSHIP, an Arizona limited partnership (“ *MT* ”),
      under
      the Amended and Restated Promissory Note, dated as of May 1, 2007, and attached
      as *Exhibit
      C* to this
      Agreement (the “ *MT
      Note* ”),
      which
      MT Note is by this reference made a part hereof. The Company is obliged to
      pay
      off the MT Note in full prior to the closing of transferring of all remaining
      interests in the company to the Preferred Member, after Preferred Member’s
      exercise of the Option. Preferred Member agrees to provide no less than one
      week
      advance written notice to the Company prior to the closing of transferring
      such
      remaining interests, and further agrees to cooperate with the Company
      (including, if necessary, to fund the Company with sufficient cash) regarding
      the payoff of the MT Note and any obligation of the Company under the SAR Plan.
      The Members agree that any such direct funding by Preferred Member to the
      Company of sufficient funds to satisfy the obligations under the MT Note and
      the
      SAR Plan prior to closing will reduce the aggregate purchase price of the
      remaining interests by the amount of such funding by Preferred Member. At such
      time as the MT Note is fully satisfied and has been paid off, such number of
      Anthony E. Sheesley’s Common Shares shall be transferred on the books of the
      Company, in equal proportions, to Robert A. Paulsen and Gregory T. Menard,
      such
      that immediately following the pay-off of the MT Note, each of these three
      Common Members will own approximately an equal number of Common Shares, as
      further set forth in *Exhibit
      D* to this
      Agreement, but the aggregate number Common Shares owned by Mr. Sheesley, Mr.
      Paulsen and Mr. Menard remain the same.




3.2.4  *No
      Additional Capital Contributions* .
      No
      Member will be required to make additional Capital Contributions.




3.3  *Withdrawal
      or Return of Capital Contributions* .
      Except
      as specifically provided in this Agreement, no Interest Holder shall have the
      right to withdraw or reduce the Capital Contributions such Interest Holder
      makes
      to the Company. Upon dissolution of the Company or liquidation of such Interest
      Holder’s Shares, each Interest Holder shall look solely to the assets of the
      Company for return of such Interest Holder’s Capital Contributions and, if the
      Company's property remaining after the payment or discharge of the debts,
      obligations, and liabilities of the Company is insufficient to return the
      Capital contributions of each Interest Holder, no Interest Holder shall have
      any
      recourse against the Company, any Interest Holder, or Manager, except for gross
      negligence, malfeasance, bad faith, or fraud.




12




3.4  *Form
      of Return of Capital.* Under
      circumstances requiring a return of any Capital Contributions, no Interest
      Holder shall have the right to receive property other than cash except as may
      be
      specifically provided herein.




3.5  *Salary
      or Interest* .
      Except
      as otherwise expressly provided in Section 6.12 of this Agreement, no Interest
      Holder or Manager shall receive any interest, salary, or drawing with respect
      to
      his or her Capital Contributions or his or her Capital Account, or for services
      rendered on behalf of the Company.




**Section
      IV**




**Series
      A Preferred Shares**




4.1  *Series
      A Preferred Shares* .
      Pursuant to the Purchase Agreement, the Company issued and sold 18,154,412
      Series A Preferred Shares to the Preferred Member. The Series A Preferred Shares
      have the distribution rights, liquidation preferences, voting rights, conversion
      and exchange rights and other rights, preferences, privileges, limitations,
      restrictions and other terms and provisions as are set forth in this Section
      IV.




4.2  *Voting
      Rights* .




4.2.1.  Except
      as
      may be otherwise provided in this Section 4.2 or by law, each holder of the
      Series A Preferred Shares shall have one vote per Series A Preferred Share
      (determined on an as converted to Common Shares basis) together with all other
      classes and series of Shares of the Company (whether Common Shares or Preferred
      Shares) as a single class on all actions to be taken by the Members of the
      Company.




4.2.2.  For
      so
      long as any Series A Preferred Shares remain outstanding, in addition to any
      other vote or consent required herein or by law, the vote or written consent
      of
      the holders of at least a Majority in Interest of the outstanding Series A
      Preferred Shares, voting as a separate class, will be necessary for effecting
      or
      validating the following actions (either directly or indirectly by amendment
      of
      this Agreement or the Articles, merger, consolidation, reorganization,
      recapitalization or otherwise):




4.2.2.1  any
      issuance or any designation, whether by reclassification or otherwise, of any
      new class or series of Shares or any other securities convertible into equity
      securities of the Company ranking on a parity with or senior to the Series
      A
      Preferred Shares in right of liquidation preference, redemption, voting,
      distributions or dividends;




4.2.2.2  any
      amendment, alteration, or repeal of any provision of this Agreement or the
      Articles (or taking any other action) that would adversely affect the rights,
      preferences and privileges of holders of the Series A Preferred
      Shares;




4.2.2.3  any
      action that results in the payment or declaration of a distribution with respect
      to any Shares (other than a distribution payable only in Common Shares), unless
      a pari passu distribution is made in respect of the Series A Preferred Shares
      on
      an as converted basis, and except for distributions pursuant to Section 5.4.2
      (Tax Distributions);




13




4.2.2.4  redeem,
      purchase, or otherwise acquire any Preferred Shares or Common Shares or any
      other equity security of the Company; *provided,
      however* ,
      that
      this restriction shall not apply to (A) the repurchase of Shares from employees,
      officers, Managers, consultants or other Persons performing services for the
      Company or any subsidiary pursuant to agreements under which the Company has
      the
      option to repurchase such Shares at or below cost or at or below cost upon
      the
      occurrence of certain events, such as the termination of employment, or (B)
      the
      exercise by the Company of contractual rights of first refusal over such
      Shares;




4.2.2.5  any
      Liquidation Event or Change of Control;




4.2.2.6  any
      increase or decrease in the number of authorized Series A Preferred Shares
      or
      Common Shares;




4.2.2.7  any
      increase or decrease in the number of members of the Board;




4.2.2.8  any
      amendment of this Agreement;




4.2.2.9  an
      increase in new indebtedness for borrowed money in excess of $500,000;




4.2.2.10  any
      payment under the MT Note other than (A) pursuant to the Company’s regular
      payment schedule thereunder, (B) a partial or full prepayment of the MT Note
      pursuant to a refinancing of the MT Note, or (C) upon exercise of the Preferred
      Member’s Option (as such term is defined in Section 4.8); and




4.2.2.11  a
      decision to conduct the initial public offering of the Company or register
      any
      class or series of the Company’s Shares or other equity securities under the
      Securities Exchange Act of 1934, as amended (except, in the latter case, as
      may
      be required by applicable law).




4.2.3  The
      voting rights set forth in Section 4.2.2 shall terminate in the event, and
      on
      the date on which, the Option (as such term is defined in Section 4.8) expires
      unexercised despite the Company’s revenues (calculated pursuant to the revenue
      calculation rules set forth in the Option Agreement) for the Fiscal Year 2008
      reaching $9,000,000 or more.




4.3  *Conversion* .
      The
      holders of the Series A Preferred Shares shall have conversion rights as follows
      (the “ *Conversion
      Rights* ”):




4.3.1  *Optional
      Conversion* .
      Subject
      to and in compliance with the provisions of this Section 4.3, any Series A
      Preferred Shares may, at the option of the holder, be converted at any time
      into
      Common Shares. The number of Common Shares to which a holder of Series A
      Preferred Shares will be entitled upon conversion pursuant to this Section
      4.3
      will be determined by dividing the Series A Original Issue Price by the
      Conversion Price applicable to such Shares, in effect on the date of such
      conversion. The initial Conversion Price for each Series A Preferred Share
      shall
      be the Series A Original Issue Price, as applicable; *provided,
      however* ,
      that
      the Conversion Price for the Series A Preferred Shares shall be subject to
      adjustment as set forth below.




14




4.3.2  *Adjustments
      for Share Splits* .
      In the
      event the Company should at any time or from time to time after the Series
      A
      Original Issue Date fix a record date for the effectuation of a split or
      subdivision of the outstanding Common Shares or the determination of Members
      entitled to receive a distribution payable in additional Common Shares or other
      securities or rights convertible into, or entitling the holder thereof to
      receive directly or indirectly, additional Common Shares (hereinafter referred
      to as “ *Common
      Share Equivalents* ”)
      without payment of any consideration by such holder for the additional Common
      Shares or the Common Share Equivalents (including the additional Common Shares
      issuable upon conversion or exercise thereof), then, as of such record date
      (or
      the date of such dividend distribution, split or subdivision if no record date
      is fixed), the applicable Conversion Price of the Series A Preferred Shares
      shall be appropriately decreased so that the number of Common Shares on
      conversion of each Series A Preferred Share shall be increased in proportion
      to
      such increase of the aggregate of Common Shares outstanding and those issuable
      with respect to such Common Share Equivalents.




4.3.3  *Adjustments
      for Combinations* .
      If the
      number of Common Shares outstanding at any time after the Series A Original
      Issue Date is decreased by a combination of the outstanding Common Shares,
      then,
      following the record date of such combination, the Conversion Price for the
      Series A Preferred Shares shall be appropriately increased so that the number
      of
      Common Shares issuable on conversion of each Series A Preferred Share shall
      be
      decreased in proportion to such decrease in outstanding Shares.




4.3.4  *Adjustments
      for Distributions* .
      In the
      event the Company shall declare a distribution payable in securities of other
      Persons, evidences of indebtedness issued by the Company or other Persons,
      assets (excluding cash distributions), then, in each such case for the purpose
      of this Section, the holders of the Series A Preferred Shares shall be entitled
      to a proportionate share of any such distribution as though they were the
      holders of the number of Common Shares of the Company into which their Series
      A
      Preferred Shares are convertible as of the record date fixed for the
      determination of the holders of Common Shares entitled to receive such
      distribution.




4.3.5  *Adjustments
      for Recapitalization, Reclassification and Other Events* .
      If at
      any time or from time to time after the Series A Original Issue Date the Common
      Shares issuable upon the conversion of the Series A Preferred Shares are changed
      into the same or a different number of Shares of any series, class or classes
      of
      Shares whether by recapitalization, reclassification or otherwise (other than
      a
      Change of Control or a subdivision, distribution, reorganization, merger,
      consolidation or sale of assets provided for elsewhere in this Section 4.3),
      then in any such event each holder of Series A Preferred Shares shall have
      the
      right thereafter to convert such Shares into the kind and amount of securities
      and property receivable upon such recapitalization, reclassification or other
      change by holders of the number of Common Shares into which such Series A
      Preferred Shares could have been converted immediately prior to such
      recapitalization, reclassification, or change, all subject to further adjustment
      as provided herein or with respect to such other securities or property by
      the
      terms thereof.




4.3.6  *Adjustments
      for Reorganizations, Mergers or Consolidations* .
      If at
      any time or from time to time after the Series A Original Issue Date there
      is a
      reorganization, merger or consolidation of the Company (other than a Change
      of
      Control or a subdivision, distribution, reorganization, recapitalization,
      reclassification, exchange or substitution of interests provided for elsewhere
      in this Section 4.3), then, as a part of such reorganization, merger or
      consolidation, provision shall be made so that the holders of the Series A
      Preferred Shares thereafter shall be entitled to receive, upon conversion of
      the
      Series A Preferred Shares, the number of securities or property of the Company,
      or of such successor Entity resulting from such reorganization, merger or
      consolidation, to which a holder of Common Shares deliverable upon conversion
      would have been entitled on such reorganization, merger or consolidation
      (subject to adjustment in respect of such Shares or securities by the terms
      thereof). In any such case, appropriate adjustment shall be made in the
      application of the provisions of this Section 4.3.6 with respect to the rights
      of the holders of the Series A Preferred Shares after the reorganization, merger
      or consolidation to the end that the provisions of this Section 4.3.6 (including
      adjustment of the applicable Conversion Price then in effect and number of
      Common Shares issuable upon conversion of the Preferred Shares) shall be
      applicable after that event and be as nearly equivalent to the provisions hereof
      as may be practicable. This Section 4.3.6 shall similarly apply to successive
      reorganizations, mergers and consolidations.




15




4.3.7  *Certificate
      of Adjustment* .
      In each
      case of an adjustment or readjustment of the Conversion Price for the Series
      A
      Preferred Shares, the Company, at its expense, will compute such adjustment
      or
      readjustment in accordance with the provisions hereof and prepare a certificate
      showing such adjustment or readjustment, and will mail such certificate, by
      first class mail, postage prepaid, to each holder of Series A Preferred Shares
      at the holder’s address as shown in the Company’s books. The certificate will
      set forth such adjustment or readjustment, showing the material facts upon
      which
      such adjustment or readjustment is based, including a statement of the Common
      Shares issuable to such holder upon conversion of such holder’s Series A
      Preferred Shares following such adjustment.




4.3.8  *No
      Dilution or Impairment* .
      The
      Company will not, by amendment of this Agreement or its Articles or through
      any
      reorganization, recapitalization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other voluntary action, avoid
      or
      seek to avoid the observance or performance of any of the terms to be observed
      or performed hereunder by the Company, but will at all times in good faith
      assist in the carrying out of all the provisions of this Section 4.3 and in
      the
      taking of all such action as may be necessary or appropriate in order to protect
      the conversion rights of the holders of the Series A Preferred Shares against
      impairment.




4.3.9  *Termination
      of Conversion Rights* .
      In the
      event of a Liquidation Event or Change of Control, the Conversion Rights shall
      terminate at the close of business on the last full day preceding the date
      fixed
      for the payment of any such amounts distributable on such Liquidation Event
      or
      in connection with such Change of Control, as applicable, to the holders of
      Series A Preferred Shares.




4.3.10  *Fractional
      Shares* .
      No
      fractions of Common Shares are to be issued upon conversion of the Series A
      Preferred Shares, but in lieu thereof the Company will round-down for fractions
      less than one-half and round-up for fractions equal to or greater than one-half.
      No cash settlements shall be made with respect to any fractional Shares
      eliminated by rounding.




16




4.3.11  *Reservation
      of Common Shares* .
      The
      Members agree to amend this Agreement as shall be necessary to issue such number
      of Common Shares as shall from time to time be sufficient to effect the
      conversion of all Series A Preferred Shares from time to time
      outstanding.




4.3.12  *Notices
      of Record Date* .
      In the
      event of any taking by the Company of a record of the holders of any class
      of
      securities for the purpose of determining the holders thereof who are entitled
      to receive any dividend or other distribution (other than a cash distribution),
      any right to subscribe for, purchase or otherwise acquire any Shares of any
      class or any other securities or property, or to receive any other right, the
      Company shall mail to each holder of Series A Preferred Shares, at least 20
      days
      prior to the date specified therein, a notice specifying the date on which
      any
      such record is to be taken for the purpose of such dividend, distribution or
      right, and the amount and character of such dividend, distribution or
      right.




4.3.13  *Automatic
      Conversion* .
      All
      Series A Preferred Shares shall automatically be converted into Common Shares,
      based on the then-effective Conversion Price, immediately upon the earliest to occur
      of (a) the affirmative election of a majority of the outstanding Series A
      Preferred Shares (voting as a separate class on an as converted basis); (b)
      the
      closing of an underwritten public offering with aggregate proceeds in excess
      of
      $25,000,000; or (c) 30 **** days
      following the date on which the Company’s audited financial statements for the
      Fiscal Year 2009 are delivered to the Preferred Members. Upon the occurrence
      of
      any of the events specified in the preceding sentence, the outstanding Series
      A
      Preferred Shares shall be converted automatically without any further action
      by
      the holders of such Series A Preferred Shares.




4.3.14  *Effect
      of Conversion* .
      In the
      event that any Series A Preferred Shares shall be converted pursuant to this
      Section 4.3, the Series A Preferred Shares so converted shall be cancelled
      and
      shall not be issuable by the Company. Upon such a conversion, the Preferred
      Members shall be deemed to be Common Members hereunder for all purposes with
      respect to the Series A Preferred Shares so converted and shall have no further
      rights as holders of Series A Preferred Shares with respect to such converted
      Series A Preferred Shares.




4.4  *Distributions* .
      The
      Company shall not make any distribution in respect of Common Shares without
      including the Series A Preferred Shares in such distribution on an as converted
      basis.




4.5  *Subsequent
      Offerings* .
      The
      Series A Preferred Shares (and the Common Shares, as applicable) shall have
      the
      rights regarding subsequent offerings set forth in Section 4 of Investor’s
      Rights Agreement.




4.6  *Registration
      Rights* .
      The
      Series A Preferred Shares shall have the registration rights set forth in
      Section 2 of the Investor’s Rights Agreement.




4.7  *Information
      Rights* .
      The
      Series A Preferred Shares shall have the information rights set forth in the
      Section 2 of Investor’s Rights Agreement.




4.8  *Option* .
      The
      Preferred Member shall have the option to purchase the remaining Shares in
      the
      Company upon the terms and conditions set forth in the Option Agreement (the
      “ *Option* ”).




17




4.9  *Termination
      of the Series A Preferred Rights* .
      The
      rights of the Series A Preferred Shares set forth in Section 4.2.2 (Voting
      Rights) shall terminate upon the earliest to occur of (a) a Liquidation Event;
      (b) a Change of Control; (c) the effective date of the registration statement
      pertaining to the initial public offering of the Company’s securities; or (d)
      conversion of the Series A Preferred Shares to Common Shares pursuant to Section
      4.3. **** The
      rights of the Series A Preferred Shares contained in the Investor’s Rights
      Agreement or the Option Agreement shall terminate as set forth in the Investor’s
      Rights Agreement and the Option Agreement, as applicable.




**Section
      V**




**Allocations
      and Distributions**




5.1  *Allocations.* After
      making any special allocations contained in Section 5.3, remaining Profits
      and
      Losses shall be allocated for any Fiscal Year in the following
      manner:




5.1.1  *Profits* .




5.1.1.1  First,
      to
      the holders of the Series A Preferred Shares in proportion to the cumulative
      Losses allocated among the holders of Series A Preferred Shares under Section
      5.1.2.3 until the cumulative Profits allocated to each holder of Series A
      Preferred Shares under this subparagraph equal the cumulative Losses previously
      allocated to each holder of Series A Preferred Shares under Section
      5.1.2.3;




5.1.1.2  Second,
      among the holders of Common Shares in proportion to the cumulative Losses
      previously allocated among the holders of Common Shares under Section 5.1.2.2
      until the cumulative Profits allocated to each holder of Common Shares under
      this subparagraph equal the cumulative Losses previously allocated to each
      holder of Common Shares under Section 5.1.2.2;




5.1.1.3.
      Thereafter, Profits shall be allocated to the Interest Holders in accordance
      with their Percentage Interests.




5.1.2  *Losses* .




5.1.2.1  First,
      Losses shall be allocated to the Interest Holders in proportion to the
      cumulative Profits previously allocated to the Interest Holders under Section
      5.1.1.3 until the cumulative Losses allocated pursuant to this subparagraph
      to
      each Interest Holder are equal to the cumulative Profits previously allocated
      to
      each Interest Holder under Section 5.1.1.3;




5.1.2.2  Second,
      Losses shall be allocated to the holders of Common Shares in accordance with
      their Common Percentage Interests until their Capital Account balances equal
      zero;




5.1.2.3  Third,
      Losses shall be allocated to the holders of Series A Preferred Shares in
      proportion to the number of Series A Preferred Shares held by them until their
      Capital Account balances equal zero;




18




5.1.2.4.  Thereafter,
      Losses shall be allocated to the Interest Holders in accordance with their
      Percentage Interests.




In
      the
      event of a Conversion under Section 4.3, all Profits and Losses (after any
      required adjustments to Capital Accounts under Section 3.1.4) will be allocated
      to the Interest Holders in accordance with their Percentage
      Interests.




5.1.3  *Loss
      Limitations* .




5.1.3.1  No
      Losses
      shall be allocated to any Interest Holder pursuant to Section 5.1 if the
      allocation causes the Interest Holder to have an Adjusted Capital Account
      Deficit or increases the Interest Holder's Adjusted Capital Account Deficit.
      All
      Losses in excess of the limitations set forth in this Subsection shall be
      allocated to the other Interest Holders in accordance with the other Interest
      Holders' Percentage Interests until all Interest Holders are subject to the
      limitation of this Subsection, and thereafter, in accordance with the Interest
      Holders' interest in the Company as determined by the Board. If any Losses
      are
      allocated to an Interest Holder because of this Subsection, then notwithstanding
      any other provision of this Agreement, all subsequent Profits shall be allocated
      to the Interest Holders *pro
      rata* based on
      Losses allocated to them pursuant to this Subsection until each Interest Holder
      has been allocated an amount of Profits pursuant to this Subsection equal to
      the
      Losses previously allocated to that Interest Holder under this
      Subsection.




5.1.3.2  If
      the
      Company is on the cash method of accounting and more than 50% of the Company's
      Losses in any year would be allocable to Interest Holders who are limited
      entrepreneurs (within the meaning of § 464(e)(2) of the Code), then except
      as otherwise provided in Section 5.1.3.1, the Losses in excess of 50% otherwise
      allocable to those Interest Holders shall be specially allocated among the
      other
      Interest Holders in the ratio that each shares in Losses. If any Losses are
      allocated to an Interest Holder under this Subsection, then notwithstanding
      any
      other provision of this Agreement, all subsequent Profits shall be allocated
      to
      the Interest Holders *pro
      rata* based on
      Losses allocated to them pursuant to this Subsection until each Interest Holder
      has been allocated an amount of Profits pursuant to this Subsection in the
      current and previous Fiscal Years equal to the Losses allocated to that Interest
      Holder pursuant to this Subsection in previous Fiscal Years.




5.2.  *Section
      704(c) Allocations* .




5.2.1  *Contributed
      Property.* In
      accordance with Code Section 704(c) and the Regulations thereunder, as well
      as
      Regulation Section 1.704-1(b)(2)(iv)(d)(3), income, gain, loss, and deduction
      with respect to any property contributed (or deemed contributed) to the Company
      shall, solely for tax purposes, be allocated among the Interest Holders so
      as to
      take account of any variation between the adjusted basis of the property to
      the
      Company for federal income tax purposes and its fair market value at the date
      of
      contribution (or deemed contribution).




5.2.2  *Adjustments
      to Book Value.* If
      the
      Adjusted Book Value of any Company asset is adjusted as provided in Section
      3.1.4, subsequent allocations of income, gain, loss, and deduction with respect
      to the asset shall, solely for tax purposes, take account of any variation
      between the adjusted basis of the asset for federal income tax purposes and
      its
      Adjusted Book Value in the manner as provided under Code Section 704(c) and
      the
      Regulations thereunder.




19




5.3  *Regulatory
      Allocations* .
      The
      following allocations shall be made in the following order:




5.3.1  *Company
      Minimum Gain Chargeback.* Except
      as set forth in Regulation Section 1.704-2(f)(2), (3), (4), and (5), if during
      any Fiscal Year there is a net decrease in Company Minimum Gain, each Interest
      Holder, prior to any other allocation pursuant to this Section V, shall be
      specially allocated items of gross income and gain for such taxable year (and,
      if necessary, succeeding taxable years) in an amount equal to that Interest
      Holder's share of the net decrease of Company Minimum Gain, computed in
      accordance with Regulation Section 1.704-2(g)(2). Allocations of gross income
      and gain pursuant to this Subsection shall be made first from gain recognized
      from the disposition of Company assets subject to Nonrecourse Liabilities to
      the
      extent of the Minimum Gain attributable to those assets and, thereafter, from
      a *pro
      rata* portion
      of the Company's other items of income and gain for the taxable year. It is
      the
      intent of the parties hereto that any allocation pursuant to this Subsection
      shall constitute a “minimum gain chargeback” under Regulation Section
      1.704-2(f).




5.3.2  *Member
      Nonrecourse Debt Minimum Gain Chargeback.* Except
      as set forth in Regulation Section 1.704-2(i)(4), if during any Fiscal Year
      there is a net decrease in Member Nonrecourse Debt Minimum Gain, each Interest
      Holder with a share of that Member Nonrecourse Debt Minimum Gain (determined
      under Regulation Section 1.704-2(i)(5)) as of the beginning of the Fiscal Year
      shall be specially allocated items of income and gain for such Fiscal Year
      (and,
      if necessary, succeeding Fiscal Years) in an amount equal to that Interest
      Holder's share of the net decrease in Member Nonrecourse Debt Minimum Gain,
      computed in accordance with Regulation Section 1.704-2(i)(4). Allocations of
      gross income and gain pursuant to this Subsection shall be made first from
      gain
      recognized from the disposition of Company assets subject to Member Nonrecourse
      Debt to the extent of the Member Minimum Gain attributable to those assets
      and,
      thereafter, from a *pro
      rata* portion
      of the Company's other items of income and gain for the Fiscal Year. It is
      the
      intent of the parties hereto that any allocation pursuant to this Subsection
      shall constitute a “minimum gain chargeback” under Regulation Section
      1.704-2(i)(4).




5.3.3  *Qualified
      Income Offset.* If an
      Interest Holder unexpectedly receives an adjustment, allocation, or distribution
      described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), then
      to
      the extent required under Regulations Section 1.704-1(b)(2)(d), such Interest
      Holder shall be allocated items of income and gain of the Company (consisting
      of
      a *pro
      rata* portion
      of each item of Company income, including gross income and gain for that Fiscal
      Year) before any other allocation is made of Company items for that Fiscal
      Year,
      in the amount and in proportions required to eliminate the Interest Holder's
      Adjusted Capital Account Deficit as quickly as possible. This Subsection is
      intended to comply with, and shall be interpreted consistently with, the
“qualified income offset” provisions of the Regulations promulgated under Code
      Section 704(b).




20




5.3.4  *Nonrecourse
      Deductions.* Nonrecourse Deductions for a Fiscal Year or other period shall be allocated
      among the Interest Holders in proportion to their Percentage
      Interests.




5.3.5  *Member
      Nonrecourse Deductions.* Any
      Member Nonrecourse Deduction for any Fiscal Year or other period attributable
      to
      a Member Nonrecourse Liability shall be allocated to the Interest Holder who
      bears the risk of loss for the Member Nonrecourse Debt in accordance with
      Regulation Section 1.704-2(i).




5.3.6  *Regulatory
      Allocations* .
      The
      allocations contained in Section 5.3 are contained herein to comply with the
      Regulations under Section 704(b) of the Code. In allocating other items of
      Profit or Loss, the allocations contained in Section 5.3 shall be taken into
      account so that to the maximum extent possible the net amount of Profit or
      Loss
      allocated to each Interest Holder will be equal to the amount that would have
      been allocated to each Interest Holder if the allocations contained in Section
      5.3 had not been made.




5.4  *Non-Liquidating
      Distributions* .
      Except
      for tax distributions that shall be made in accordance with Section 5.4.2 and
      distributions in connection with a Liquidation Event, distributions shall be
      made to the Interest Holders at such times and in such amounts as determined
      by
      the Board in its sole discretion; *provided,
      however* ,
      that
      all Cash Flow for each Fiscal Year of the Company shall be distributed to the
      Interest Holders no later than seventy-five (75) days after the end of such
      Fiscal Year. All distributions shall be made in the following order and
      priority:




5.4.1  *Priority* .
      Subject
      to Section IX (Dissolution) and Section 5.4.2, to the Interest Holders *pro
      rata* in
      proportion to their Percentage Interests.




5.4.2  *Tax
      Distributions* .
      During
      each Fiscal Year, to the extent permitted under applicable law, and to the
      extent consistent with the Board’s fiduciary duties, the Board shall distribute
      to the Members their Undistributed Tax Distribution Amounts. Such distributions
      shall be made to the Members in accordance with and in proportion to their
      Undistributed Tax Distribution Amounts. All Undistributed Tax Distribution
      Amounts shall be distributed prior to any distributions otherwise required
      pursuant to Section 5.4.1 and shall be treated as advances against and shall
      reduce amounts to which the Members are otherwise entitled to receive pursuant
      to Section 5.4.1. Undistributed Tax Distribution Amounts shall not be
      distributed prior to any distributions required pursuant to Section
      5.5.




5.5  *Distributions
      From a Liquidation Event.* To
      the
      extent permitted under applicable law, distributions in connection with a
      Liquidation Event shall be made by the Company as follows:




5.5.1  first,
      to
      the holders of the Series A Preferred Shares, in proportion to their holdings
      of
      Series A Preferred Shares, an amount equal to the greater of (i) the number
      of
      Series A Preferred Shares outstanding multiplied by the Series A Liquidation
      Preference, calculated on a per share basis, and (ii) the amount to be
      distributed pursuant to this Section 5.5 multiplied by the Percentage Interest
      of the holders of the Series A Preferred Shares; and




21




5.5.2  thereafter,
      among the Common Members in proportion to their respective Common Percentage
      Interests.




5.6  *General* .




5.6.1  *Timing
      and Amount of Distributions* .
      Except
      as otherwise provided in this Agreement, distributions shall be made to the
      Interest Holders at such times and in such amounts as determined by the Board
      in
      its sole discretion; *provided,
      however* ,
      that no
      distributions may be made on Common Shares until and unless a pro rata
      distribution has been made on the Series A Preferred Shares except as otherwise
      provided herein.




5.6.2  *Form
      of Distribution* .
      In
      connection with any distribution, no Interest Holder shall have the right to
      receive Property other than cash except as may be specifically provided herein.
      If any assets of the Company are distributed in kind to the Interest Holders,
      those assets shall be valued on the basis of their fair market value, and any
      Interest Holder entitled to any interest in those assets shall receive that
      interest as a tenant-in-common with all other Interest Holders so entitled.
      Unless the Interest Holders otherwise agree, the fair market value of the assets
      shall be determined by an independent appraiser who shall be selected by the
      Board.




5.6.3  *Withholding.* Notwithstanding any other provision of this Agreement, the Company shall be
      entitled to withhold and pay over, or otherwise pay, any withholding or other
      taxes payable by the Company at such times and based upon such rates as the
      Board of Managers determines to be appropriate. If the Company makes a payment
      of tax for any accounting period with respect to any Member or as a result
      of
      any Member’s participation in the Company, such Member shall be deemed for all
      purposes of this Agreement to have received the amount of such payment as a
      distribution from the Company on the last day of the period for which the tax
      is
      withheld and paid or, if earlier, on the last day on which such Member owned
      any
      Shares. Any deemed distribution to a Member pursuant to this Section 5.6.3
      shall
      be treated (to the extent not repaid to the Company) as an advance of, and
      shall
      offset, an equal amount of distributions that would otherwise thereafter be
      made
      to such Member pursuant to the foregoing provisions of Section 5.4, Section
      5.5
      or Section 9, as the case may be, in the order that such distributions would
      otherwise have been made. To the extent that the aggregate of such distributions
      to a Member for any month exceeds the distributions to which such Member would
      otherwise be entitled for such month, the amount of such excess shall be repaid
      by such Member to the Company within thirty (30) days after the end of such
      month.




5.6.4  *Varying
      Interests; Distributions and Allocations in Respect to Transferred
      Shares* .
      Profits, Losses, and other items shall be calculated on a monthly, daily, or
      other basis permitted under Code Section 706 and the Regulations. If any Shares
      are sold, assigned, or transferred during any accounting period in compliance
      with the provisions of this Agreement, Profits, Losses, each item thereof,
      and
      all other items attributable to such Shares for such period shall be divided
      and
      allocated between the transferor and the transferee by taking into account
      their
      varying interests during the period in accordance with Code Section 706(d),
      using any conventions permitted by law and selected by the Board. All
      distributions on or before the date of such transfer shall be made to the
      transferor, and all distributions thereafter shall be made to the transferee.
      Solely for purposes of making such allocations and distributions, the Company
      shall recognize such transfer not later than the end of the calendar month
      during which it is given notice of such transfer, *provided
      that* if the
      Company does not receive a notice stating the date such Shares were transferred
      and such other information as it may reasonably require within thirty (30)
      days
      after the end of the Fiscal Year during which the transfer occurs, then all
      of
      such items shall be allocated, and all distributions shall be made, to the
      person who, according to the books and records of the Company, on the last
      day
      of the Fiscal Year during which the transfer occurs, was the owner of the
      Shares. Neither the Company nor any Interest Holder or Manager shall incur
      any
      liability for making allocations and distributions in accordance with the
      provisions of this Section, whether or not any Interest Holder, Manager, or
      the
      Company has knowledge of any transfer of ownership of any Shares.




22




5.6.5  *Knowledge.* The
      Interest Holders acknowledge that they understand the economic and income tax
      consequences of the allocations and distributions under this Agreement and
      agree
      to be bound by the provisions of this Section V in reporting their taxable
      income and loss from the Company.




5.6.6  *Amendment* .
      The
      Board is hereby authorized, upon the advice of the Company's tax counsel, to
      amend this Section V to comply with the Code and the Regulations promulgated
      under Code Section 704(b); *provided,
      however* ,
      that no
      amendment shall materially affect the distributions to an Interest Holder
      without the Interest Holder's prior written consent.




**Section
      VI**




**Management**




6.1.  *Board
      of Managers* .
      Subject
      to the limitations and restrictions contained herein and in the Act, the Board
      shall have the power and authority, on behalf of the Company, to manage and
      control the business, affairs and properties of the Company, to make all
      decisions regarding those matters, and to perform any and all other acts or
      activities customary or incident to the management of the Company’s business.
      The members of the Board shall be determined as provided in Section 6.2, each
      of
      whom shall be a “statutory manager” by the Members for all purposes of the Act.
      The Board shall not be required to conduct the day to day business of the
      Company, but shall be responsible for general policies of the Company and the
      management and oversight of its business and affairs. The Board may delegate
      any
      rights and powers to manage the Company on a day to day basis and its control
      of
      the day to day business and affairs of the Company delegated to it by the
      Members or pursuant to this Agreement to the officers appointed by the Board
      and
      then serving from time to time, each of whom shall be an agent of the Company
      with the powers to conduct the day to day business and affairs of the Company
      set forth herein or in any enabling resolution or other evidence of action
      of
      the Board.




6.2.  *Number,
      Tenure, and Qualifications* .
      The
      number of Managers of the Company shall be fixed at five (5); provided, however,
      that the number of Managers shall be reduced to four (4) upon the conversion
      of
      the Series A Preferred Shares into Common Shares pursuant to Section 4.3 hereof.
      Each Manager shall hold office until his death, resignation or removal. Managers
      need not be residents of the State of Arizona or Members of the Company. The
      members of the Board shall be determined as follows:




6.2.1  For
      so
      long as any Series A Preferred Shares are outstanding, the Preferred Members,
      voting as a separate class, shall be entitled to appoint one (1) member of
      the
      Board and to remove from office such Manager and to fill any vacancy caused
      by
      the resignation, death or removal of such Manager, with such designee initially
      being Frank Manning. The Preferred Members’ right set forth in this Subsection
      6.2.1. will terminate upon the conversion of the Series A Preferred Shares
      into
      Common Shares pursuant to Section 4.3 hereof.




23




6.2.2  The
      Common Members, voting as a separate class, shall be entitled to appoint four
      (4) members of the Board and to remove from office such Managers and to fill
      any
      vacancy caused by the resignation, death or removal of such Managers, with
      such
      designees initially being Robert Paulsen, Gregory Menard, Anthony Sheesley,
      and
      Isaac Elliott.




6.2.3  The
      Managers will elect a Chairman of the Board to serve as set forth in Section
      6.21. The initial Chairman will be Isaac Elliott.




6.3.  *Certain
      Powers of the Board* .
      Subject
      to any provisions of this Agreement that require the consent or approval of
      one
      or more Members and any other limitations contained in this Agreement, the
      Board
      shall have the exclusive right, power and authority to direct the business
      and
      affairs of the Company and to make all decisions with respect thereto. Except
      as
      may be otherwise expressly provided in this Agreement, in no event shall any
      Member, in its capacity as such, have any right or authority to act for or
      bind
      the Company, and no Member in its capacity as such shall take part in or
      interfere in any manner with the management of the business and affairs of
      the
      Company. To the fullest extent permitted by Arizona law, but subject to any
      specific provisions hereof granting rights to Members and any other limitations
      contained in this Agreement, the Board shall have the power to do any and all
      acts, statutory or otherwise, with respect to the Company or this Agreement
      that
      would otherwise be possessed by the Members under the laws of the State of
      Arizona. Subject to the particular provisions of this Agreement that require
      the
      consent or approval of one or more Members and any other limitations contained
      in this Agreement, the power and authority granted to the Board hereunder shall
      include all those necessary or convenient for the furtherance of the purposes
      of
      the Company and shall include the power to make all decisions with regard to
      the
      management, operations, assets, financing and capitalization of the Company.
      Without limiting the generality of the foregoing, the Board shall have power
      and
      authority on behalf of the Company:




6.3.1  To
      acquire property from and sell property to any Person as the Board may
      determine. The fact that a Member or a Manager is directly or indirectly
      affiliated or connected with any such Person shall not prohibit the Board from
      dealing with that Person, *provided
      that* the
      requirements of Section 6.4 are satisfied;




6.3.2  To
      borrow
      money for the Company from banks, other lending institutions, the Interest
      Holders, Managers, or Affiliates of the Interest Holders or Managers on such
      terms as the Board may deem appropriate, *provided
      that* the
      requirements of Section 6.4 are satisfied, and in connection therewith, to
      hypothecate, encumber, and grant security interests in the assets of the Company
      to secure repayment of the borrowed sums, *provided
      that* the
      requirements of Section 6.4 are satisfied. No debt or other obligation shall
      be
      contracted or liability incurred by or on behalf of the Company except with
      the
      Majority in Interest approval of the Members;




24




6.3.3  To
      purchase liability and other insurance to protect the Board and the Company's
      property and business;




6.3.4  To
      hold
      and own any Company real and personal property in the name of the
      Company;




6.3.5  To
      execute on behalf of the Company all instruments and documents, including,
      without limitation, checks, drafts, notes, and other negotiable instruments,
      mortgages, or deeds of trust, security agreements, financing statements,
      documents providing for the acquisition, mortgage, or disposition of the
      Company's property, assignments, bills of sale, leases, partnership agreements,
      and any other instruments or documents necessary, in the opinion of the Board,
      to accomplish the purposes of the Company;




6.3.6  To
      employ
      accountants, legal counsel, managing agents, or other experts to perform
      services for the Company and to compensate them from Company funds;




6.3.7  To
      enter
      into any and all other agreements on behalf of the Company, with any other
      Person for any purpose, in such forms as the Board may approve;




6.3.8  To
      do and
      perform all other acts as may be necessary or appropriate to accomplish the
      purposes of the Company; and




6.3.9  To
      take
      such other actions permitted under applicable laws as do not expressly require
      the consent of the Members under this Agreement.




A
      Manager
      may act by a duly authorized attorney-in-fact. Unless authorized to do so by
      this Agreement or by the Board, no Member, agent, or employee of the Company
      shall have any power or authority to bind the Company in any way, to pledge
      its
      credit, or to render it liable for any purpose. Notwithstanding
      the above, the Board may delegate its binding authority to any officer of the
      Company for any purpose, so long as such binding authority does not obligate
      the
      Company in an amount that is greater than $25,000.00 .




6.4.  *Actions
      Requiring Special Approvals* .




6.4.1  Actions
      Requiring Approval of the Members .
      In
      addition to those actions for which this Agreement specifically requires the
      consent of the Members, and in addition to the restrictions of Section 4.2
      hereof, the Board shall not take any of the following actions without first
      obtaining the approval of a Majority in Interest of the Members:




6.4.1.1   Amend
      the
      Articles or this Agreement, except that any amendments required under the Act
      to
      correct an inaccuracy in the Articles may be filed at any time by the Board
      without the Members’ approval;




6.4.1.2   Approve
      an Asset Transfer or an Acquisition;




6.4.1.3   Authorize
      the Company to make an assignment for the benefit of creditors of the Company,
      file a voluntary petition in bankruptcy, or consent to the appointment of a
      receiver for the Company or its assets;




25




6.4.1.4   Enter
      into any contract or agreement between the Company and any Manager, Interest
      Holder, or Affiliate of a Manager or Interest Holder without the consent of
      a
      Majority in Interest of the Interest Holders not involved in such contract
      or
      agreement; or




6.4.2  Veto
      Rights of the Majority Owner .
      Notwithstanding anything in this Agreement to the contrary, from the date hereof
      until the earliest to occur
      of (i) the consummation of a Liquidation Event or Change of Control, (ii) the
      completion of an initial public offering of the Company’s securities, or (iii)
      the repayment in full of the MT Note, the Board shall not take any of the
      following actions without first obtaining the approval of the Majority
      Owner:




6.4.2.1   any
      redemptions or repurchases of Shares except for purchases at cost upon
      termination of service or the exercise by the Company of contractual rights
      of
      first refusal over such Shares;




6.4.2.2   any
      Liquidation Event or Change of Control;




6.4.2.3   an
      increase or decrease in the authorized number of any of the Shares;




6.4.2.4   any
      adverse change to the rights, preferences, and privileges of the Common
      Shares;




6.4.2.5   an
      increase or decrease in the size of the Board;




6.4.2.6   any
      amendment of this Agreement that results in an adverse change to the rights,
      preferences, or privileges of the Common Shares;




6.4.2.7   a
      decision to conduct the initial public offering of the Company’s securities or
      register any class or series of the Company's securities under the Securities
      Exchange Act of 1934, as amended (except, in the latter case, as may be required
      by law);




6.4.2.8.  any
      change in the Company's bookkeeper, outside legal counsel or independent
      auditing firm; or




6.4.2.9   the
      incurrence of an obligation against the Company in an amount which exceeds
      $25,000.




The
      Majority Owner hereby constitutes, appoints and authorizes MT as its true and
      lawful attorney-in-fact and proxy, with full power of substitution and
      appointment, for and in the name, place and stead of the Majority Owner, to
      exercise the above set forth veto rights of the Majority Owner in the event
      Majority Owner is unavailable for a period of time such that an unreasonable
      delay in taking the actions requiring Majority Owner’s approval under this
      Section 6.4.2 would result. The foregoing power of attorney is coupled with
      an
      interest.




26





The
      Majority Owner's veto rights set forth in this Section 6.4.2 will terminate
      upon
      the earliest to occur
      of (i) the consummation of a Liquidation Event or Change of Control, (ii) the
      completion of an initial public offering of the Company’s securities, or (iii)
      the repayment in full of the MT Note.





6.5.  *Meetings
      of the Board* .
      The
      Board may hold meetings, both regular and special, either within or without
      the
      State of Arizona. Regular meetings of the Board may be held without notice
      at
      such time and at such place as shall be scheduled by the Board for each Fiscal
      Year. Special meetings of the Board may be called by the Chairman or by any
      Manager upon 24 hour ****** notice
      to
      each Manager, either personally, by telephone, by mail, by facsimile (with
      confirmation of each Manager’s receipt), e-mail (with confirmation of each
      Manager’s receipt), or by any other means of communication.




6.6  *Quorum
      and Acts of the Board* .
      At all
      meetings of the Board, a majority of the members of the Board shall constitute
      a
      quorum for the transaction of business. If a quorum is present, the affirmative
      vote of a majority of all of the Managers present shall constitute an action
      of
      the Board. If a quorum shall not be present at any meeting of the Board, the
      Managers present thereat may adjourn the meeting from time to time, without
      notice other than announcement at the meeting, until a quorum shall be present.
      Any action required or permitted to be taken at any meeting of the Board or
      of
      any committee thereof may be taken without a meeting, if all of the members
      of
      the Board or committee, as the case may be, consent thereto in writing, and
      the
      writing or writings are filed with the minutes of proceedings of the Board
      or
      committee.




6.7  *Electronic
      Communications.* The
      Board, or any committee designated by the Board, may hold a meeting, or one
      or
      more Managers may participate in a meeting of the Board, or any committee,
      by
      means of telephone conference, video conference or similar communications
      equipment by means of which all Persons participating in the meeting can hear
      each other, and such participation in a meeting by such means shall constitute
      presence in person at the meeting.




6.8  *Managers
      Have No Exclusive Duty to Company* .
      No
      Manager shall be required to manage the Company as the Manager's sole and
      exclusive function and any Manager may engage in other business and investment
      activities in addition to those relating to the Company. Neither the Company
      nor
      any Interest Holder shall have any right, solely by virtue of this Agreement
      or
      its relationship to a Manager or the Company, to share or participate in any
      such other investments or activities of such Manager or to the income or
      proceeds derived therefrom. No Manager shall have an obligation to disclose
      any
      such other investments or activities to the Board and the Interest Holders
      unless it is competitive with or otherwise actually or potentially adversely
      affects the business or property of the Company.




6.9.  *Resignation* .
      A
      Manager may resign as a Manager at any time by giving at least fifteen (15)
      days' written notice of his resignation to all the Members. The resignation
      of a
      Manager shall take effect upon receipt of written notice thereof or at such
      later time as shall be specified in such written notice; and, unless otherwise
      specified therein, the acceptance of such resignation shall not be necessary
      to
      make it effective. The resignation of any Manager who is also a Member shall
      not
      affect such Manager’s rights as a Member and shall not by itself cause a
      dissolution of the Company under Section IX.




27




6.10.  *Removal* .
      A
      Manager may be removed, with or without cause, on fifteen (15) days' written
      notice by the affirmative vote of a Majority in Interest of the Members, without
      liability or obligation except as may be provided in any written contract
      between such Manager and the Company, provided such contract has been approved
      by the Members as provided herein.




6.11.  *Vacancies* .
      Unless
      and until filled by a Majority in Interest of the Members, any vacancy in the
      Board, however occurring, including a vacancy resulting from an enlargement
      of
      the Board, may be filled by vote of a majority of the Managers then in office,
      although less than a quorum, or by a sole remaining Manager. A Manager elected
      to fill a vacancy shall be elected for the unexpired term of his predecessor
      in
      office, and a Manager chosen to fill a position resulting from an increase
      in
      the number of Managers shall hold office until the next regular meeting of
      the
      Members and until his successor is elected and qualified, or until his earlier
      death, resignation or removal.




6.12.  *Compensation
      and Expenses* .
      The
      Company may enter into management or employment contracts, under such terms
      and
      conditions and providing for such compensation as shall be approved by the
      Members as provided herein, with one or more Managers or Interest Holders or
      Persons Affiliated with a Manager or an Interest Holder.




6.13.  *Books
      and Records.* At
      the
      expense of the Company, the Board shall keep or cause to be kept complete and
      accurate books and records of the Company and supporting documentation of
      transactions with respect to the conduct of the Company's business. The books
      and records shall be maintained in accordance with sound accounting practices
      and kept at the Company's principal place of business or such other location
      or
      locations as the Board shall from time to time determine. At a minimum the
      Company shall keep at its principal place of business the following
      records:




6.13.1  A
      current
      list of the full name and last known business, residence, or mailing address
      of
      each Member and each Manager;




6.13.2  A
      copy of
      the initial Articles and all amendments thereto and restatements
      thereof;




6.13.3  Copies
      of
      the Company's federal, state, and local income tax returns and reports, if
      any,
      for the three most recent fiscal years;




6.13.4  Copies
      of
      this Agreement and all amendments hereto or restatements hereof, including
      any
      prior operating agreements no longer in effect;




6.13.5  Copies
      of
      any documents relating to a Member's obligation to contribute cash, property,
      or
      services to the Company;




6.13.6  Copies
      of
      any financial statements of the Company for the three most recent fiscal years;
      and




28




6.13.7  Copies
      of
      minutes of all meetings of the Members and the Managers and all written consents
      obtained from Members and Managers for actions taken by Members and Managers
      without a meeting.




6.14.  *Access
      to Books and Records.* Upon
      written request to the Board, each Member shall have the right, during normal
      business hours, to inspect and copy, at the Member's expense, the Company's
      books and records.




6.15.  *Returns
      and Other Elections* .
      The
      Board shall cause the preparation and timely filing of all tax returns required
      to be filed by the Company pursuant to the Code and all other tax returns deemed
      necessary and required in each jurisdiction in which the Company does business.
      All elections permitted to be made by the Company under federal or state laws
      shall be made by the Board in its sole discretion.




6.16.  *Fiscal
      Year.* The
      annual accounting period of the Company shall be its Fiscal Year. The Company's
      Fiscal Year shall be selected by the Board, subject to the requirements and
      limitations of the Code.




6.17.  *Reports.* Within
      seventy-five (75) days after the end of each Fiscal Year of the Company, the
      Board shall cause to be sent to each Person who was a Member at any time during
      the Fiscal Year then ended a complete accounting of the affairs of the Company
      for the Fiscal Year then ended. In addition, within seventy-five (75) days
      after
      the end of each Fiscal Year of the Company, the Board shall cause to be sent
      to
      each Person who was an Interest Holder at any time during the Fiscal Year then
      ended, that tax information concerning the Company which is necessary for
      preparing the Interest Holder's income tax returns for that year. At the request
      of any Member, and at the Company's expense, the Board shall cause an audit
      of
      the Company's books and records to be prepared by independent accountants chosen
      by a Majority in Interest of the Members of the Company requesting the audit
      for
      the period requested by the Member.




6.18.  *Tax
      Matters Partner* .
      Anthony
      Sheesley shall be the Company's tax matters partner (“ *Tax
      Matters Partner* ”)
      unless
      the Members designate another person to serve in this capacity. The Tax Matters
      Partner shall have all powers and responsibilities provided in Code Section
      6221, *et
      seq* .
      The Tax
      Matters Partner shall keep all Members informed of all notices from government
      taxing authorities which may come to the attention of the Tax Matters Partner.
      The Company shall pay and be responsible for all reasonable third-party costs
      and expenses incurred by the Tax Matters Partner in performing those duties.
      A
      Member shall be responsible for any costs incurred by the Member with respect
      to
      any tax audit or tax-related administrative or judicial proceeding against
      such
      Member, even though it relates to the Company. The Tax Matters Partner shall
      not
      compromise any dispute with the Internal Revenue Service without the approval
      of
      a Majority in Interest of the Members.




6.20  *Management
      Fee* .
      The
      Company shall not be required to pay a management fee to any Manager for its
      duties as a Manager of the Company, but shall be required to reimburse each
      Manager for all out-of-pocket expenses reasonably incurred in the performance
      of
      such Manager’s duties hereunder during each tax year.




29




6.21  *Chairman
      of the Board* .
      The
      Chairman of the Board, if any, shall preside as chairman at meetings of the
      Members and the Board. He shall, in addition, have such other duties as the
      Board may prescribe that he perform.




**Section
      VII**




**Members**




7.1.  *Meetings* .
      Unless
      otherwise prescribed by the Act, meetings of the Members may be called, for
      any
      purpose or purposes, by the Chairman, by any Manager or by a Majority in
      Interest of the Members.




7.2.  *Place
      of Meetings* .
      Whoever
      calls the meeting may designate any place, either within or outside the State
      of
      Arizona, as the place of meeting for any meeting of the Members.




7.3.  *Notice
      of Meetings* .
      Except
      as provided in this Agreement, written notice stating the date, time, and place
      of the meeting, and the purpose or purposes for which the meeting is called,
      shall be delivered not less than three (3) nor more than fifty (50) days before
      the date of the meeting, either personally or by mail, facsimile, or overnight
      or next-day delivery services by or at the direction of the Board or the person
      or persons calling the meeting, to each Member entitled to vote at such meeting.
      If mailed, such notice shall be deemed to be delivered two (2) days after
      deposited in the United States mail, postage prepaid, addressed to the Member
      at
      its, his or her address as it appears on the books of the Company. If
      transmitted by way of facsimile, such notice shall be deemed to be delivered
      on
      the date of such facsimile transmission to the fax number, if any, for the
      respective Member which has been supplied by such Member to the Board and
      identified as such Member's facsimile number. If transmitted by overnight or
      next-day delivery, such notice shall be deemed to be delivered on the next
      business day after deposit with the delivery service addressed to the Member
      at
      its address as it appears on the books of the Company. When a meeting is
      adjourned to another time or place, 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, unless the adjournment is for more than thirty (30) days.
      At the adjourned meeting the Company may transact any business which might
      have
      been transacted at the original meeting.




7.4.  *Meeting
      of All Members.* If all
      of the Members shall meet at any time and place, including by conference
      telephone call, either within or outside of the State of Arizona, and consent
      to
      the holding of a meeting at such time and place, such meeting shall be valid
      without call or notice.




7.5.  *Record
      Date* .
      For the
      purpose of determining Members entitled to notice of or to vote at any meeting
      of Members or any adjournment thereof, the date on which notice of the meeting
      is mailed shall be the record date for such determination of Members. When
      a
      determination of Members entitled to vote at any meeting of Members has been
      made as provided in this Section, such determination shall apply to any
      adjournment thereof, unless notice of the adjourned meeting is required to
      be
      given pursuant to Section 7.3.




7.6.  *Quorum* .
      A
      Majority in Interest of the Members, represented in person or by proxy, shall
      constitute a quorum at any meeting of Members, *provided
      that* a
      minimum of one Member other than a single Member who holds a Majority in
      Interest is present. Business may be conducted once a quorum ** is
      present.




30




7.7.  *Voting
      Rights of Members* .
      Each
      Member shall be entitled to vote based on its Percentage Interest. If all or
      a
      portion of Shares is transferred to an assignee who does not become a Member,
      the Member from whom the Shares are transferred shall no longer be entitled
      to
      vote the Shares transferred nor shall the transferred Shares be considered
      outstanding for any purpose pertaining to meetings or voting. No withdrawn
      Member shall be entitled to vote nor shall such Member's Shares be considered
      outstanding for any purpose pertaining to meetings or voting.




7.8.  *Manner
      of Acting* .
      Unless
      otherwise provided in the Act, the Articles, or this Agreement, the affirmative
      vote of a Majority in Interest of the Members at a meeting at which a quorum
      is
      present shall be the act of the Members.




7.9.  *Proxies* .
      At all
      meetings of Members, a Member may vote in person or by proxy executed in writing
      by the Member or by a duly authorized attorney-in-fact. Such proxy shall be
      filed with the Board before or at the time of its exercise. No proxy shall
      be
      valid after eleven (11) months from the date of its execution, unless otherwise
      provided in the proxy.




7.10.  *Action
      by Members without a Meeting.* Any
      action required or permitted to be taken at a meeting of Members may be taken
      without a meeting if the action is evidenced by one or more written consents
      describing the action taken, circulated to all the Members with an explanation
      of the background and reasons for the proposed action, signed by the Members
      having not less than the minimum number of votes that would be necessary to
      authorize or take such action at a meeting at which all Shares entitled to
      vote
      thereon were present and voted. Any such written consents shall be delivered
      to
      the Board of the Company for inclusion in the minutes or for filing with the
      Company records. Action taken by written consent under this Section shall be
      effective on the date the required percentage or number of the Members have
      signed and delivered the consent to the Board, unless the consent specifies
      a
      different effective date. The record date for determining Members entitled
      to
      take action without a meeting shall be the date the written consent is
      circulated to the Members. Prompt notice of the taking of the member action
      without a meeting by less than unanimous consent shall be given to those Members
      who have not consented in writing. Any action taken pursuant to such written
      consent of the Members shall have the same force and effect as if taken by
      the
      Members at a meeting thereof.




7.11.  *Telephonic
      Communication.* Members
      may participate in and hold a meeting by means of conference telephone or
      similar communications equipment by means of which all persons participating
      in
      the meeting can hear each other, and participation in such meeting shall
      constitute attendance and presence in person, except where the Member
      participates in the meeting for the express purpose of objecting to the
      transaction of any business on the ground that the meeting is not lawfully
      called or convened.




7.12.  *Waiver
      of Notice* .
      When
      any notice is required to be given to any Member, a waiver thereof 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 such
      notice.




31




7.13  *Names
      and Addresses of Members* .
      The
      names and addresses of the Members and number of Shares held by each Member
      are
      listed on *Exhibit
      A* attached
      hereto, which *Exhibit*  *A* shall be
      updated from time to time by the Board without the consent of the Members to
      reflect additional Members and Substitute Members.




7.14  *Voting
      Agreement* .




7.14.1  *Common
      Shares and Preferred Shares* .




7.14.1.1  The
      Common Members each agree to hold all Shares of the Company registered in their
      respective names or beneficially owned by them as of the date hereof and any
      and
      all other securities of the Company legally or beneficially acquired by each
      of
      the Common Members after the date hereof (hereinafter collectively referred
      to
      as the “ *Common
      Member Shares* ”)
      subject to, and to vote the Common Member Shares in accordance with, the
      provisions of this Agreement.




7.14.1.2  The
      Preferred Members each agree to hold all Shares of the Company (including but
      not limited to all Common Shares issued in exchange for or upon conversion
      of
      the Series A Preferred Shares) registered in their respective names or
      beneficially owned by them as of the date hereof and any and all other
      securities of the Company legally or beneficially acquired by each of the
      Preferred Members after the date hereof (hereinafter collectively referred
      to as
      the “ *Investor
      Shares* ”)
      subject to, and to vote the Investor Shares in accordance with, the provisions
      of this Agreement. The Common Member Shares and the Investor Shares are
      sometimes referred to as “ *Subject
      Shares* .”




7.14.2  *Election
      of Managers* .
      On all
      matters relating to the election of Managers of the Company, the Common Members
      and the Preferred Members agree to vote all Subject Shares held by them (or
      the
      holders thereof shall consent pursuant to an action by written consent of the
      holders of Shares of the Company) so as to elect members of the Board as
      follows:




7.14.2.1  At
      each
      election of Managers in which the holders of Common Shares and holders of Series
      A Preferred Shares, voting together as a single class, or separately as
      individual classes, are entitled to elect Managers of the Company, the Common
      Members and the Preferred Members shall vote the Subject Shares held by them
      so
      as to elect (A) four (4) individuals designated by the Common Members and (B)
      one (1) individual designated by the Preferred Members, to the Board. Any vote
      taken to remove any Manager elected pursuant to this Section 7.14 or to fill
      any
      vacancy created by the resignation, removal or death of a Manager elected
      pursuant to this Section 7.14, shall also be subject to the provisions of this
      Section 7.14.




7.14.2.2  None
      of
      the parties hereto and no officer, director, stockholder, partner, employee
      or
      agent of any party makes any representation or warranty as to the fitness or
      competence of the designee of any party hereunder to serve on the Board by
      virtue of such party’s execution of this Agreement or by the act of such party
      in voting for, nominating or designating such designee pursuant to this
      Agreement.




The
      provisions of this Section 7.14 shall terminate upon the conversion of the
      Series A Preferred Shares to Common Shares pursuant to Section 4.3
      hereof.




32




**Section
      VIII**




**Transfers
      and Withdrawals**




8.1.  *Transfers.* Except
      as otherwise provided in this Section VIII (and except for Exempt Transfers
      to
      which this Section 8.1 does not apply), no Member or Interest Holder may
      Transfer all, or any portion of, or any interest or rights in, the Shares owned
      by such Member or Interest Holder, without the prior written consent of a
      Majority in Interest of the Members, which consent may be withheld in the
      Members' sole and absolute discretion. Any sale or foreclosure of a security
      interest will itself constitute a Transfer independent of the grant of security.
      Each Member hereby acknowledges the reasonableness of this prohibition in view
      of the purposes of the Company and the relationship of the Members. The Transfer
      of any Shares in violation of the prohibition contained in this Section VIII
      shall be deemed invalid, null, and void, and of no force or effect. Any Person
      to whom Shares are attempted to be transferred in violation of this Section
      VIII
      shall not be entitled to vote the Shares on matters coming before the Members,
      participate in the management of the Company, act as an agent of the Company,
      receive allocations or distributions from the Company, or have any other rights
      in or with respect to the Shares.




8.2.  *Withdrawal.* Except
      as otherwise provided in this Agreement, no Member shall have the right or
      power
      to Withdraw from the Company. Any such Withdrawal shall constitute a material
      breach of this Agreement and the Company shall have the right to recover damages
      from the withdrawn Member and to offset the damages against any amounts
      otherwise distributable to such Member under this Agreement.




8.3.  *Right
      of First Refusal* .




8.3.1  If
      an
      Interest Holder (individually, a “ *Transferor* ”)
      receives a *bona
      fide* written
      offer (the “ *Transferee
      Offer* ”)
      from
      any Person (a “ *Transferee* ”)
      to
      purchase all or any portion of, or any interest or rights in, the Transferor's
      Shares for a purchase price denominated and payable in United States dollars,
      then, prior to any Transfer of the Transferor’s Shares, the Transferor shall
      give the Board and the other Members (the “ *Remaining
      Members* ”)
      written notice (the “ *Transfer
      Notice* ”)
      containing each of the following:




8.3.1.1  the
      Transferee's identity;




8.3.1.2  a
      true
      and complete copy of the Transferee Offer; and




8.3.1.3  the
      Transferor's offer (the “ *Offer* ”)
      to
      sell the Transferor’s Shares to the Company, or if the Company does not accept
      the Offer, to the Remaining Members, for a total price equal to the price set
      forth in the Transferee Offer (the “ *Transfer
      Purchase Price* ”),
      which
      shall be payable in accordance with the payment terms set forth in the
      Transferee Offer.




8.3.2  The
      Offer
      to the Company shall be and remain irrevocable for a period (the “ *Company
      Offer Period* ”)
      ending
      at 11:59 P.M. local time at the Company's principal office, on the thirtieth
      (30th) day following the date the Transfer Notice is given to the Company.
      At
      any time during the Company Offer Period, the Company may, by the vote of a
      Majority in Interest of the Remaining Members, accept the offer by giving
      written notice of its acceptance. The Transferor shall not be deemed a Member
      for the purpose of the vote on whether the Company shall accept the Offer.
      If
      the Company accepts the Offer, then the Company shall fix a closing date for
      the
      purchase, which shall not be more than ninety (90) days after the expiration
      of
      the Company Offer Period.




33




8.3.3  If
      the
      Company rejects the Offer or fails to accept the Offer (within the time and
      in
      the manner specified in this Section), then the Transferor shall offer to sell
      the Transferor’s Shares to the Remaining Members for the Transfer Purchase
      Price, which shall be payable in accordance with the payment terms set forth
      in
      the Transferee Offer.




8.3.4  The
      Offer
      shall be and remain irrevocable for a period (the “ *Member
      Offer Period* ”)
      ending
      at 11:59 P.M. local time at the Company's principal office, on the thirtieth
      (30th) day following the date the Company Offer expired. At any time during
      the
      Member Offer Period, any Remaining Member may accept the offer by notifying
      the
      Transferor in writing that the Remaining Member intends to purchase all, but
      not
      less than all, of the Transferor’s Shares. If two (2) or more Remaining Members
      desire to accept the Offer, then, in the absence of an agreement between or
      among them, each such Remaining Member shall purchase the Transferor’s Shares in
      the proportion that his respective Percentage Interest bears to the total
      Percentage Interests of all of the Remaining Members who desire to accept the
      Offer. If one or more Remaining Members accept the Offer, then the parties
      shall
      fix a closing date for the purchase, which shall not be more than ninety (90)
      days after the expiration of the Member Offer Period.




8.3.5  If
      no
      Remaining Member accepts the Offer (within the time periods and in the manner
      specified in this Section), then the Transferor shall be free for a period
      (the
“ *Free
      Transfer Period* ”)
      of
      thirty (30) days after the expiration of the Member Offer Period to Transfer
      the
      Transferor’s Shares to the Transferee, for the same or greater price and on the
      same terms and conditions as set forth in the Transfer Notice. The Transfer
      shall be subject, however, to the Conditions of Transfer contained in Section
      8.5. If the Transferor does not Transfer the Transferor’s Shares within the Free
      Transfer Period, the Transferor's right to Transfer the Transferor’s Shares
      pursuant to this Section shall cease and terminate.




8.3.6  Any
      Transfer by the Transferor after the last day of the Free Transfer Period or
      without strict compliance with the terms, provisions, and conditions of this
      Section and the other terms, provisions, and conditions of this Agreement,
      shall
      be null and void and of no force or effect.




8.4  *Option
      on Death or Bankruptcy.* On the
      death, bankruptcy, or similar event described in Section 29-733(4) or (5) of
      the
      Act (whether voluntary or involuntary) of a Member or Interest Holder, the
      Member or Interest Holder (or if an individual, such Person's estate) shall
      offer, or shall automatically be deemed to have offered, to sell the Member's
      or
      Interest Holder's Shares to the Company or its nominee. Upon the approval of
      a
      Majority in Interest of the Members other than the offering Member, the Company
      or its nominee shall have the right and option, within seventy-five (75) days
      after the Members' actual knowledge of the death, bankruptcy, or similar event,
      to acquire the Shares, for the purchase price and on the terms set forth in *Exhibit* B
      attached hereto and made a part hereof. If the Shares are not purchased by
      the
      Company or its nominee, the Shares shall be transferred to the assignee of
      the
      Shares but shall remain fully subject to and bound by the terms of this
      Agreement.




34




8.5  *Conditions
      of Transfer* .
      After
      satisfying the other restrictions contained in Section VIII, a Person may
      Transfer all or any portion of or any interest or rights in the Person's Shares
      only after the following conditions (“ *Conditions
      of Transfer* ”)
      are
      satisfied:




8.5.1  A
      duly
      executed and acknowledged written instrument of assignment is filed with the
      Company;




8.5.2  The
      transferee agrees to be bound by the terms and conditions of this Agreement,
      including without limitation the provisions of this Section VIII;




8.5.3  The
      Managers, Members, and the Company are reimbursed prior to the Transfer for
      any
      reasonable expenses incurred in connection with such Transfer. (There shall
      be
      no reimbursement for appraisal costs as allocated between the Company and the
      offering Member pursuant to Section 8.4 and Exhibit “B”. In any event, all
      reasonable expenses shall not exceed $12,000.);




8.5.4  The
      transferor and transferee agree in writing to indemnify and hold the Managers,
      Members, and the Company harmless for, from, and against, any loss, liability,
      claim, or expense arising out of the Transfer;




8.5.5  The
      Transfer will not cause a termination of the Company under Section 708 of the
      Code; *provided,
      however* ,
      that
      the requirement of this Subsection 8.5.5 shall be waived if the Company receives
      the written opinion of its attorney that such termination will not have a
      material adverse effect on the Company or its Interest Holders; and




8.5.6  The
      Transfer will not require registration of the Shares under any applicable
      federal or state securities laws.




8.6  *No
      Transfer of Membership Rights.* The
      Transfer of Shares shall not result in the Transfer of any of the Transferring
      Member's Membership Rights, other than the Interest represented by the Shares,
      if any, and unless the transferee is admitted as a Member pursuant to Section
      VIII of this Agreement, the transferee shall only be entitled to receive, to
      the
      extent transferred, the share of distributions, including distributions
      representing the return of contributions, and the allocation of Profits and
      Losses (and other items of income, gain, or deduction), to which the
      Transferring Member would have otherwise been entitled with respect to the
      Transferring Member's Shares. The transferee shall have no right to participate
      in the management of the business and affairs of the Company or to become or
      to
      exercise any rights of a Member.




8.7  *Substitute
      and Additional Members* .
      Notwithstanding any provision of this Agreement to the contrary, an assignee
      of
      a Member may only be admitted as a substitute Member (“ *Substitute
      Member* ”)
      upon
      the consent of the Board. Notwithstanding the foregoing, an assignee of Shares
      assigned by a Member that is also a Manager may only be admitted as a Substitute
      Member on the written consent of a Majority in Interest of the non-transferring
      Members, which may be withheld in the Members' sole and absolute discretion.
      The
      Company shall not issue additional Shares without the written consent or
      approval of the Board and the Series A Preferred Members as set forth in Section
      4.2 (if applicable).




35




8.8 *Distributions on Withdrawal* .
      Upon
      the occurrence of an Event of Withdrawal with respect to a Member, the withdrawn
      Member shall not be entitled to receive a withdrawal distribution, but the
      withdrawn Member (or the withdrawn Member's personal representatives,
      successors, and assigns) shall be entitled to receive the share of
      distributions, including distributions representing a return of Capital
      Contributions, and the allocation of Profits and Losses, to which the withdrawn
      Member otherwise would have been entitled if the Event of Withdrawal had not
      occurred, during the continuation of the business of the Company and during
      and
      on completion of winding up. If the Event of Withdrawal violated this Agreement,
      the distributions paid to the withdrawn Member shall be offset by any damages
      suffered by the Company or its Members as a result of the Event of
      Withdrawal.




**Section
      IX**




**Dissolution
      and Termination**




9.1  *Dissolution* .




9.1.1  *Events
      of Dissolution* .
      The
      Company will be dissolved upon the occurrence of any of the following
      events:




9.1.1.1  Upon
      the
      written consent of a Majority in Interest of the Members;




9.1.1.2  Upon
      the
      entry of a decree of dissolution under Section 29-785 of the Act or an
      administrative dissolution under Section 29-786 of the Act;




9.1.1.3  Upon
      the
      sale or other disposition of all or substantially all of the Company's assets
      and receipt by the Company of the proceeds therefrom; or




9.1.1.4  Upon
      the
      occurrence of an Event of Withdrawal of the last remaining Member, unless within
      90 days all assignees of Shares in the Company consent in writing to admit
      at
      least one Member pursuant to A.R.S. Section 29-731(B)(4) to continue the
      business of the Company.




9.2  *Distributions
      and Other Matters* .
      The
      Company shall not terminate until its affairs have been wound up and its assets
      distributed as provided herein. Promptly upon the dissolution of the Company,
      the Board shall cause a Notice of Winding Up to be executed and filed with
      the
      Arizona Corporation Commission in accordance with Section 29-781 of the Act,
      and
      the Board shall liquidate the assets of the Company and apply and distribute
      the
      proceeds of such liquidation, or distribute the Company's assets in kind, as
      follows and in the following order:




9.2.1  *Ordinary
      Debts* .
      To
      payment of the debts and liabilities of the Company, including debts owed to
      Interest Holders or Managers, in the order of priority provided by law; *provided
      that* the
      Company shall first pay, to the extent permitted by law, liabilities with
      respect to which any Interest Holder or Manager is or may be personally
      liable;




36




9.2.2  *Reserves* .
      To the
      setting up of such reserves as the Board may deem reasonably necessary for
      any
      contingent or unforeseen liabilities or obligations of the Company arising
      out
      of or in connection with the Company business; and




9.2.3  *Distributions* .
      The
      balance of the proceeds shall be distributed to the Interest Holders in
      accordance with Section 5.5, as applicable, but in any event, in accordance
      with
      the positive balance in their Capital Accounts, determined as though all of
      the
      Company assets were sold for cash at their fair market value as of the date
      of
      distribution. Any such distributions shall be made in accordance with the timing
      requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2).




9.3  *Deficit
      Capital Accounts* .
      Notwithstanding anything to the contrary in this Agreement, if any Interest
      Holder's Capital Account has a deficit balance (taking into account all
      contributions, distributions, and allocations for the year in which a
      liquidation occurs), the Interest Holder shall not be obligated to make any
      contribution to the capital of the Company and the negative balance of such
      Interest Holder's Capital Account shall not be considered a debt owed by the
      Interest Holder to the Company or to any other person for any purpose
      whatsoever.




9.4  *Rights
      of Interest Holders—Distributions of Property* .
      Except
      as otherwise provided in this Agreement, each Interest Holder shall look solely
      to the assets of the Company for the return of his or her Capital Contribution
      and shall have no right or power to demand or receive property other than cash
      from the Company. No Interest Holder shall have priority over any other Interest
      Holder for the return of its, his or her Capital Contributions, distributions,
      or allocations.




9.5  *Articles
      of Termination* .
      When
      all the assets of the Company have been distributed as provided herein, the
      Board shall cause Articles of Termination to be executed and filed as required
      by the Act.




**Section
      X**




**Other
      Interests of an Interest Holder or a Manager**




10.1  *Other
      Interests Permitted* .
      Subject
      to the covenants and restrictions set forth in Section 10.2 below, any Interest
      Holder or any Manager may engage in or possess interests in other business
      ventures of every nature and description, independently or with others. Neither
      the Company nor any Interest Holder or Manager shall have any right to any
      independent ventures of any other Interest Holder or Manager or to the income
      or
      Profits derived therefrom. The fact that an Interest Holder or a Manager, a
      member of his or her Family, or an Affiliate is employed by, or owns, or is
      otherwise directly or indirectly interested in or connected with, any person,
      firm, or corporation employed or retained by the Company to render or perform
      services, including without limitation, management, contracting, mortgage
      placement, financing, brokerage, or other services, or from whom the Company
      may
      buy property or merchandise, borrow money, arrange financing, or place
      securities, or may lease real property to or from the Company, shall not
      prohibit the Company from entering into contracts with or employing that person,
      firm, or corporation or otherwise dealing with him or it, and neither the
      Company nor any of the Interest Holders or Managers as such shall have any
      rights in or to any income or Profits derived therefrom provided that the
      transaction or agreement is approved as provided in Section 6.4.




37




10.2  *Non-Competition/Non-Disclosure/Non-Solicitation
      Provisions* .




10.2.1  *Acknowledgments
      by Members* .
      All of
      the Members acknowledge that each Member will occupy a position of trust and
      confidence in the Company and will become familiar with the following, any
      and
      all of which constitute “ *Confidential
      Information* ”
of
      the
      Company:




10.2.1.1  Any
      and
      all trade secrets concerning the business and affairs of the Company, product
      specifications, data, know-how, formulae, compositions, processes, designs,
      sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
      current and planned research and development, current and planned manufacturing
      and distribution methods and processes, customer lists, current and anticipated
      customer requirements, price lists, market studies, business plans, computer
      software and programs (including object code and source code), computer software
      and database technologies, systems, structures and architectures (and related
      processes, formulae, compositions, improvements, devices, know-how, inventions,
      discoveries, concepts, ideas, designs, methods and information of the Company
      and any other information, however documented, of the Company that is a trade
      secret within the meaning of the Arizona Trade Secrets Act;




10.2.1.2  Any
      and
      all information concerning the businesses and affairs of the Company, which
      includes historical financial statements, financial projections and budgets,
      historical and budget sales, capital spending, budgets and plans, the names
      and
      backgrounds of key personnel, personnel training and techniques and materials,
      however documented; and




10.2.1.3  Any
      and
      all notes, analysis, compilations, studies, summaries and other material
      prepared by or for the Company.




The
      Members agree that the provisions of this Section 10.2 are reasonable and
      necessary to protect and preserve the Company's business activities and the
      Company would be irreparably if any of the Members were to breach such covenants
      set forth herein.




10.2.2  *Confidential
      Information* .
      The
      Members acknowledge and agree that all Confidential Information known or
      obtained by each Member, whether before or after the date hereof, is the
      property of the Company. Therefore, each Member agrees that it will not, at
      any
      time, disclose to any unauthorized persons, or use for his or her own account
      or
      for the benefit of any third party, any Confidential Information, whether the
      Member has such information in Member's memory or embodied in writing or other
      physical form, without the Board’s written consent, unless and to the extent
      that such information ceases to be Confidential Information because it is or
      it
      becomes generally known to and available for use of the public other than as
      a
      result of the Member's fault or the fault of any other person bound by a duty
      of
      confidentiality to the Company. Each Member agrees to deliver to the Company
      all
      documents, memoranda, notes, plans, records, reports, and any other
      documentation, models, components, devices, or computer software or hardware,
      whether embodied in a disc or in other form (and all copies of all of the
      foregoing) relating to the business, operations or affairs of the Company and
      any other Confidential Information that the Member may possess or have under
      the
      Member's control at such time as the Member withdraws from the
      Company.




38




10.2.3  *Preferred
      Member’s Non-Compete and Non-Solicitation Covenants* .
      During
      the period commencing on the date hereof and continuing until the Option expires
      or is terminated, Preferred Member agrees that it will not, without the approval
      of the Board, make any investment in, or enter into any sales contract with,
      any
      entity whose revenues from the sales of hosted IP PBX services to businesses
      via
      direct sales in the states of Colorado, Minnesota, or Oregon represent 8% or
      more of such entity’s revenues. Preferred Member also agrees that, (i) except
      pursuant to the exercise of the Option, during the time it is a member of the
      Company and for one year after its withdrawal as a member of the Company,
      Preferred Member will not, directly or indirectly, either for itself or for
      any
      other person, induce or attempt to induce any employee or independent contractor
      of the Company to leave the employ or services of the Company and (ii) during
      such time as a representative of Preferred Member serves on the Board and for
      one year after Preferred Member ceases to have a representative serving on
      the
      Board, Preferred Member will not, for the purpose of selling hosted IP PBX
      services to businesses in Colorado, Minnesota, or Oregon, solicit business
      from
      any person or entity that is a customer of the Company on, or that was a
      customer of the Company within six (6) months before, the date on which
      Preferred Member ceases to have a representative on the Board.




10.2.4  *Founders’*  *Non-Compete
      and Non-Solicitation Covenants* .




10.2.4.1.  Each
      of
      Mr. Menard, Mr. Paulsen, and Mr. Sheesley (each a “ *Founder* ”
and
      collectively, the “ *Founders* ”)
      agrees
      that during the period of such Founder’s employment with the Company and for one
      year after termination thereof, such Founder will not:




(i)  recruit
      or solicit, offer employment to, or employ, any person who is an employee or
      independent contractor of the Company on, or was an employee or independent
      contractor of the Company within six (6) months before, the date of termination
      of such Founder’s employment with the Company, or




(ii)  work
      for,
      or solicit or accept business from, any person or entity that is a customer
      of
      the Company on, or was a customer of the Company within six (6) months before,
      the date of termination of such Founder’s employment, or




(iii)  compete
      with the Company anywhere in the United States in the business of hosted IP
      PBX
      services for businesses.




10.2.4.2.  Each
      Founder agrees that he will not engage in the activities prohibited in clauses
      (i), (ii) and (iii) above, directly or indirectly (by being associated with
      any
      person or entity as owner, partner, employee, agent, consultant, director,
      officer, stockholder (other than as the owner of less than 2% of the outstanding
      stock of a publicly-traded corporation) or in any other capacity or manner
      whatsoever). If a Founder violates any restriction contained in this Subsection
      10.2.4, the period of restriction shall be extended until a period of one year
      has expired without any violation. The provisions of clauses (i), (ii) and
      (iii)
      above will terminate effective immediately upon either (a) the exercise of
      the
      Option, if the Founder is not offered continued employment with the Company
      (or
      a successor entity) or if such Founder’s employment has a material reduction in
      responsibilities, compensation or quantity of direct reports within the Company
      compared to the employment terms in effect immediately prior to the exercise
      of
      the Option; or (b) termination of such Founder’s employment with the Company (or
      a successor entity) following the exercise of the Option, either by the Company
      (or the successor entity) without “cause” or by the Founder following a material
      decrease in such Founder’s employment responsibilities, compensation or the
      quantity of his direct reports.




39




10.2.5  *Elliott’s
      Non-Compete and Non-Solicitation Covenants* .




10.2.5.1  Mr.
      Isaac
      Elliott agrees that during the period he provides part-time consulting services
      to the Company and for one year after termination thereof, he will not recruit
      or solicit, offer employment to, or employ, any person who was an employee
      or
      independent contractor of the Company on, or within six (6) months before,
      the
      termination of his engagement with the Company.




10.2.5.2  If
      Mr.
      Elliott violates any restriction contained in this Subsection 10.2.5, the period
      of restriction shall be extended until a period of one year has expired without
      any violation. The provisions of this Subsection 10.2.5 will terminate effective
      immediately upon either (a) the exercise of the Option, if Mr. Elliott is not
      offered continued engagement with the Company (or a successor entity) or if
      such
      engagement has a material reduction in responsibilities, compensation or
      quantity of direct reports within the Company compared to the engagement terms
      in effect immediately prior to the exercise of the Option; or (b) termination
      of
      Mr. Elliott’s engagement with the Company (or a successor entity) following the
      exercise of the Option, either by the Company (or the successor entity) without
      “cause” or by Mr. Elliott following a material decrease in Mr. Elliott’s
      responsibilities, compensation or the quantity of his direct
      reports.




10.2.5.3  In
      addition, if at any time during Mr. Elliott’s engagement with the Company, Mr.
      Elliott is offered the opportunity to be employed by, or consult to, or serve
      as
      an officer or director or advisory board member to, any person or entity that
      competes with the Company directly or indirectly anywhere in the United States
      in the business of hosted IP PBX services for businesses and Mr. Elliott plans
      to accept such offer, Mr. Elliott shall provide prompt notice to the Company
      of
      such fact, whereupon the Company may remove Mr. Elliott from the Board, or
      as an
      officer, or may otherwise restrict Mr. Elliott’s access to confidential and
      proprietary information of the Company.




10.2.5.4.  In
      the
      event Mr. Elliott commences working more than 35 hours per week for the Company,
      the provisions of this Subsection 10.2.5 shall terminate and Mr. Elliott shall
      be subject to the restrictions of subsection 10.2.4 as if he were a “Founder”
subject to the restrictions of Subsection 10.2.4.




10.2.6  *Remedies* .
      If any
      Member breaches any of the provisions of this Section 10.2, the Company will
      be
      entitled to all of the following remedies:




10.2.6.1  The
      Company will be entitled to offset any and all amounts then-owing by the Company
      to the withdrawing Member against any damages resulting from the Member’s
      violation of this Section 10.2.




40




10.2.6.2  The
      Company will have rights to damages and any rights to obtain injunctive or
      equitable relief to restrain any breach or threatened breach of this Section
      10.2, or otherwise to specifically enforce the provisions of this Section 10.2,
      it being understood that money damages alone would be inadequate to compensate
      the Company and the remaining Members for such breach.




10.2.6.3  The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative.




**Section
      XI**




**Indemnity**




11.1  *Indemnity
      Rights* .
      To the
      fullest extent permitted by applicable law, the Company shall indemnify and
      hold
      harmless each Manager, Interest Holder, any Affiliate of a Manager or an
      Interest Holder, any shareholders, members, partners, employees, directors,
      officers, managers, representatives or agents of a Manager or Interest Holder
      or
      their respective Affiliates, or any employee or agent of the Company or its
      Affiliates (the “ *Covered
      Person* ”)
      who
      was or is a party to or is threatened to be made a party to any threatened,
      pending, or completed action, suit, or proceeding, whether civil, criminal,
      administrative, or investigative, by reason of its, his or her actions or
      omissions performed or omitted in good faith on behalf of the Company and in
      a
      manner reasonably believed to be within the scope of authority conferred on
      such
      Covered Person by this Agreement, or by reason of its, his or her actions or
      omissions performed or omitted in good faith while serving at the request of
      the
      Company as a director, officer, manager, employee, or agent of another
      corporation, partnership, joint venture, trust, or other enterprise, and in
      a
      manner reasonably believed to be within the scope of authority conferred on
      such
      Covered Person, against expenses, including reasonable attorneys' fees, and
      against judgments, fines, and amounts paid in settlement actually and reasonably
      incurred by it, him or her in connection with such action, suit, or proceeding; *provided
      that* the acts
      of such Covered Person were not committed with fraud, gross negligence or
      willful misconduct, and, with respect to any criminal action or proceeding,
      such
      Covered Person had no reasonable cause to believe his or her conduct was
      unlawful; *provided
      further* , *that* ,
      any
      indemnity under this Section 11.1 shall be provided out of and to the extent
      of
      Company assets only, and no Covered Person shall have any personal liability
      or
      any obligation to make any Capital Contribution on account thereof. The
      termination of any action, suit, or proceeding by judgment, order, settlement,
      or conviction, or upon a plea of no contest or its equivalent, shall not, in
      and
      of itself, create a presumption that the Covered Person acted with gross
      negligence or willful misconduct, or with respect to any criminal action or
      proceeding, had reasonable cause to believe that his or her conduct was
      unlawful.




11.2  *Notice
      and Defense* .
      Any
      Covered Person who is or may be entitled to indemnification hereunder shall
      give
      timely written notice to the Board that a claim has been or is about to be
      made
      against it, him or her, shall permit the Company to defend it, him or her
      through legal counsel of the Company’s own choosing, and shall cooperate with
      the Company in defending against the claim. The Board (or, in the event a
      Manager is seeking indemnity, a majority of the other Managers), shall have
      the
      sole power and authority to determine the terms and conditions of any settlement
      of the claim.




41




11.3  *Expenses.* The
      to
      the fullest extent permitted by applicable law, the Company shall advance from
      time to time expenses (including reasonable attorneys’ fees and disbursements)
      incurred by a Covered Person in defending any claim, demand, action, suit or
      proceeding prior to the final disposition of such claim, demand, action, suit
      or
      proceeding upon receipt by the Company of a written undertaking by or on behalf
      of the Covered Person to repay such amount if it shall be finally determined
      that the Covered Person is not entitled to be indemnified as authorized in
      Section 11.1.




11.4  *Other
      Sources.* The
      indemnification provided for herein shall apply only in the event, and to the
      extent that, the Covered Person is not entitled to indemnification, or other
      payment, from any other source (including insurance), and the Company's
      indemnity obligations hereunder shall be in excess of any indemnification or
      other payment provided by such other source.




11.5  *Survival.* The
      indemnification provided for herein shall continue as to a Covered Person who
      has ceased to serve in such capacity and shall inure to the benefit of the
      successors, heirs, executors, and administrators of such Covered
      Person.




**Section
      XII**




**Miscellaneous**




12.1  *Notices* .
      Any
      notice, demand, offer, or other communication which any person is required
      or
      may desire to give to any other person shall be delivered in person or by United
      States mail, facsimile, or overnight or next-day delivery service. If mailed,
      such notice shall be deemed to be delivered two (2) days after deposited in
      the
      United States mail, postage prepaid, addressed to the person at his or her
      address as it appears on the books of the Company. If transmitted by way of
      facsimile, such notice shall be deemed to be delivered on the date of such
      facsimile transmission to the fax number, if any, for the Person which has
      been
      supplied by such Person and identified as such Person's facsimile number. If
      transmitted by overnight or next-day delivery, such notice shall be deemed
      to be
      delivered on the next business day after deposit with the delivery service
      addressed to the Person at its, his or her address as it appears on the books
      of
      the Company.




12.2  *Bank
      Accounts* .
      All
      funds of the Company shall be deposited in a bank account or accounts opened
      in
      the Company's name. The Board shall determine the institution or institutions
      at
      which the accounts will be opened and maintained, the types of accounts, and
      the
      Persons who will have authority with respect to the accounts and the funds
      therein.




12.3  *Partial
      Invalidity* .
      The
      invalidity of any portion of this Agreement will not affect the validity of
      the
      remainder hereof.




42




12.4  *Governing
      Law; Parties in Interest.* This
      Agreement will be governed by and construed according to the laws of the State
      of Arizona without regard to conflicts of law principles, and it will bind
      and
      inure to the benefit of the heirs, successors, assigns, and personal
      representatives of the parties.




12.5  *Amendment* .
      This
      Agreement may only be amended, restated, or revoked by the consent of a Majority
      in Interest of the Members.




12.6  *Execution
      in Counterparts* .
      This
      Agreement may be executed in counterparts, all of which taken together shall
      be
      deemed one original.




12.7  *Titles
      and Captions* .
      All
      article, section, or paragraph titles or captions contained in this Agreement
      are for convenience only and are not deemed part of the context
      thereof.




12.8  *Pronouns
      and Plurals.* All
      pronouns and any variations thereof are deemed to refer to the masculine,
      feminine, neuter, singular, or plural as the identity of the Person or Persons
      may require.




12.9  *Waiver
      of Action for Partition.* The
      Board
      and each of the Interest Holders irrevocably waives any right that it, he or
      she
      may have to maintain any action for partition with respect to any of the Company
      Property.




12.10  *Entire
      Agreement.* This
      Agreement contains the entire understanding among the parties, and supersedes
      any prior understandings and agreements between or among them with respect
      to
      the subject matter hereof.




12.11  *Estoppel
      Certificate.* Each
      Member shall, within ten (10) days after written request by any Member or a
      Manager, deliver to the requesting Person a certificate stating, to the Member's
      knowledge, that: (a) this Agreement is in full force and effect; (b) this
      Agreement has not been modified except by any instrument or instruments
      identified in the certificate; and (c) there is no default hereunder by the
      requesting Person, or if there is a default, the nature and extent
      thereof.




**Section
      XIII**




**Arbitration**




If
      the
      parties are unable to resolve any dispute arising out of this Agreement either
      during or after its term informally, including the question as to whether any
      particular matter is arbitrable, the parties agree to submit the matter to
      binding arbitration. In the event the parties have not agreed upon an arbitrator
      within twenty (20) days after a party has demanded arbitration, a party may
      file
      a demand for arbitration with the Denver regional office of the American
      Arbitration Association (“ *AAA* ”),
      and a
      single arbitrator shall be appointed in accordance with the then existing
      Commercial Arbitration Rules of the AAA. Discovery may be conducted either
      upon
      mutual consent of the parties, or by order of the arbitrator upon good cause
      being shown. In ruling on motions pertaining to discovery, the arbitrator shall
      consider that the purpose of arbitration is to provide for the efficient and
      inexpensive resolution of disputes, and the arbitrator shall limit discovery
      whenever appropriate to insure that this purpose is pre-served. The dispute
      among the parties shall be submitted for determination within sixty (60) days
      after the arbitrator has been selected. The decision of the arbitrator shall
      be
      rendered within thirty (30) days after the conclusion of the arbitration
      hearing. The decision of the arbitrator shall be in writing and shall specify
      the factual and legal basis for the decision. Upon stipulation of the parties,
      or upon a showing of good cause by a party, the arbitrator may lengthen or
      shorten the time periods set forth herein for conducting the hearing or for
      rendering a decision. The decision of the arbitrator shall be final and binding
      upon the parties. Judgment to enforce the decision of the arbitrator, whether
      for legal or equitable relief, may be entered in any court having jurisdiction
      thereof, and the parties hereto expressly and irrevocably consent to the
      jurisdiction of the Colorado Courts for such purpose. The arbitrator shall
      conduct all proceedings pursuant to the then existing Commercial Arbitration
      Rules of the AAA, to the extent such rules are not inconsistent with the
      provisions of this Section XIII. The Uniform Rules of Procedure Arbitration
      shall not apply to any arbitration proceeding relating to the subject matter
      or
      terms of the documents. In the event a dispute is submitted to arbitration
      pursuant to this Section, the prevailing party shall be entitled to the payment
      of its reasonable attorneys' fees and costs, as determined by the arbitrator.
      Each of the parties shall keep all disputes and arbitration proceedings strictly
      confidential, except for disclosures of information required by applicable
      law
      or regulation.




43




**Section
      XIV**




**Agreement
      of Spouses of Members**




By
      executing this Agreement, the spouse of each Interest Holder acknowledges and
      consents to the terms and conditions of this Agreement and agrees, for himself
      or herself and for the community of himself and herself and the Interest Holder,
      to be bound hereby. Each spouse of an Interest Holder, for himself or herself
      and the community of which he or she is a member, hereby irrevocably appoints
      the Interest Holder as attorney-in-fact with an irrevocable proxy coupled with
      an interest to vote on any matter to come before the Members or to agree to
      and
      execute any amendments of this Agreement without further consent or
      acknowledgment of the spouse and to execute proxies, instruments, or documents
      in the spouse's name as may be required to effect the same. This power of
      attorney is intended to be durable and shall not be affected by disability
      of
      the spouse.




44


***IN
      WITNESS WHEREOF,*** the
      Managers and Members have executed this Second Amended and Restated Operating
      Agreement, effective as of the date first set forth above.




***MANAGERS:***




/s/
                Issaac ElliottISAAC
                ELLIOTT  /s/
                Anthony E. SheesleyANTHONY
                E. SHEESLEY





/s/
                Robert Allan PaulsenROBERT
                ALLAN PAULSEN


/s/
                Gregory Thomas MenardGREGORY
                THOMAS MENARD


/s/
                Frank ManningFRANK
                MANNING


***COMMON
              MEMBERS:***
            
            
            ***SPOUSES
                OF COMMON MEMBERS:***/s/
              Isaac Elliott
            
            
            /s/
              Kimberly ElliottISAAC
              ELLIOTT
            
            
            KIMBERLY
              ELLIOTT


/s/
              Anthony E.
              Sheesley
            
            
            /s/
              Natalia A.
              SheesleyANTHONY
              E. SHEESLEY
            
            
            NATALIA
              A. SHEESLEY




/s
              /Robert Allan
              Paulsen
            
            
            /s/
              Kristin
              Kuelthau PaulsenROBERT
              ALLAN PAULSEN
            
            
            KRISTIN
              KUELTHAU PAULSEN


/s/
              Gregory Thomas
              Menard
            
            
            /s/
              Melinda
              MenardGREGORY
              THOMAS MENARD
            
            
            MELINDA MENARD




D-1




***PREFERRED
      MEMBERS:***




ZOOM
      TECHNOLOGIES, INC.




By:/s/
                Frank B. ManningName:Frank
                B. Manning
              Title:Chief
                Executive Officer




D-2