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 NON- DISCLOSURE AGREEMENT
I. THE PARTIES. This Non-Disclosure Agreement, hereinafter known as the
“Agreement”, created on the _ day of _ , 20_ is by and between
st
_, hereinafter known as “1 Party”, and
_, hereinafter known as “2nd Party”, and collectively known
as the “Parties”.

WHEREAS, this Agreement is created for the purpose of preventing the unauthorized
disclosure of the confidential and proprietary information. The Parties agree as follows:

II. TYPE OF AGREEMENT. Check One (1)

☐ - Unilateral – This Agreement shall be Unilateral, whereas, 1st Party shall have sole
ownership of the Confidential Information with 2nd Party being prohibited from disclosing
confidential and proprietary information that is to be released by the 1st Party.

☐ - Mutual – This Agreement shall be Mutual, whereas, the Parties shall be prohibited
from disclosing confidential and proprietary information that is to be shared between
one another.

III. RELATIONSHIP. The Party A’s relationship to Party B can be described as

_ and Party B’s relationship to Party A can be described as
_.

IV. DEFINITION. For the purposes of this Agreement, the term “Confidential Information”
shall include, but not be limited to, documents, records, information and data (whether
verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules,
product plans, marketing plans, technical procedures, manufacturing processes, analyses,
compilations, studies, software, prototypes, samples, formulas, methodologies,
formulations, product developments, patent applications, know-how, experimental results,
specifications and other business information, relating to the Party’s business, assets,
operations or contracts, furnished to the other Party and/or the other Party’s affiliates,
employees, officers, owners, agents, consultants or representatives, in the course of their
work contemplated in this Agreement, regardless of whether such Confidential Information
has been expressly designated as confidential or proprietary. Confidential Information also
includes any and all, work products, studies and other material prepared by or in the
possession or control of the other Party, which contain, include, refer to or otherwise
reflect or are generated from any Confidential Information.

However, Confidential Information does not include:

(a) information generally available to the public;

(b) widely used programming practices or algorithms;

(c) information rightfully in the possession of the Parties prior to signing

this Agreement; and

(d) information independently developed without the use of any of the

provided Confidential Information.

V. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the
Confidential Information in the strictest of confidence at all times and to their
agents,
employees, representatives, affiliates, and any other individual or entity that is on a “need
to know” basis. If any such Confidential Information shall reach a third (3rd) party, or
become public, all liability will be on the Party that is responsible. Neither Party shall,
without the written approval of the other Party, publish, copy, or use the Confidential
Information for their sole benefit. If requested, either Party shall be bound to return any and
all materials to the Requesting Party within _ _ days.

This Section shall not apply to the 1st Party if this Agreement is Unilateral as marked in
Section II.

VI. TIME PERIOD. The bounded Party’s(ies’) duty to hold the Confidential Information in
confidence shall remain in effect until such information no longer qualifies as a trade
secret or written notice is given releasing such Party from this Agreement.

VII. INTEGRATION. This Agreement expresses the complete understanding of the

Parties with respect to the subject matter and supersedes all prior proposals, agreements,
representations, and understandings. This Agreement may not be amended except in
writing with the acknowledgment of the Parties.

VIII. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or
unenforceable, the remainder of this Agreement shall be interpreted so as best to affect
the intent of the Parties.

IX. ENFORCEMENT. The Parties acknowledge and agree that due to the unique and
sensitive nature of the Confidential Information, any breach of this Agreement would
cause irreparable harm for which damages and/or equitable relief may be sought. The
harmed Party in this Agreement shall be entitled to all remedies available at law.

X. GOVERNING LAW. This Agreement shall be governed under the laws in the State of
_.

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

1st Party’s Signature________________________________Date

Print Name _

2nd Party’s Signature _ Date _ _

Print Name
 LLC OPERATING AGREEMENT

OPERATING

AGREEMENT OF

A Limited Liability
Company

AGREEMENT, Date:
Made among:

Managing
Member 1:
Address:
Managing
Member 2:
Address:
Collectively hereafter referred to as “managing

Members” and,

Member
1:
Address:
Member
2:
Address:
Member
3:
Address:
Member
4:
Address:
Collectively hereafter referred to as “Members”

WITNESSETH:

WHEREAS, the parties hereto desire to form a limited liability company

pursuant to the laws of the State of (State of organization) for the purposes hereinafter set
forth, and to establish their respective rights and obligations in connection with the
limited liability company; and

NOW, THEREFORE, in consideration of the mutual covenants set forth

herein and other valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the Managing Members and Members agree as follows:
1. Formation

The parties hereby confirm that they have formed a limited liability company
(the “Limited Liability Company”) pursuant to the provisions of the (State of
organization)Limited Liability Company Act, as the same may be amended from time to
time, for the purposes and the period and upon the terms and conditions hereinafter set
forth. The parties have caused to be filed the Articles of Organization of the Limited
Liability Company, and shall execute, acknowledge, swear to and file any other
documents required under applicable law.
2. Name

The name of the Limited Liability Company shall be

(Name of LLC), and all business of the
Limited Liability Company shall be conducted under said name, or such other name as
the Members from time to time may determine.

3. Purposes

The purposes of the Limited Liability Company are to

To incur indebtedness, secured and unsecured; to enter into and perform contracts and
agreements of any kind necessary to, in connection with or incidental to the business of
the Limited Liability Company; and to carry on any other activities necessary to, in
connection with or incidental to the foregoing, as the Managing Members in their
discretion may deem desirable.

4. Place of Business

The principal place of business and specified office of the Limited Liability
Company at which the records required to be maintained by the Limited Liability
Company under the
(State of organization) Limited Liability Company Act are to be kept shall be at

,(Address) or at such other or additional places of business within or outside

of the State of
as the Managing Members from time to time may designate. The
Managing Members shall notify the other Members of any change of the principal
place of business and specified office.

The Limited Liability Company hereby designates

(Registered Agent), whose
address is
, as the Registered Agent of the
Limited Liability Company for service of process.

The Managing Members may change the registered office and Registered Agent
from time to time by filing the prescribed forms with the appropriate governmental
authorities.

5. Capital Contributions

The capital of the Limited Liability Company shall be $ . , which

shall consist of the aggregate of the capital contributions to be made pursuant to this
Article 6.
 Each of the Members shall contribute to the capital of the Limited Liability
Company the amount set forth opposite his name below:

Managing Member 1- $ .
Managing Member 2- $ .
Member 1- $ .
Member 2- $ .
Member 3- $ .
Member 4- $ .

The Members shall not be required to make any additional capital contributions.
 Except as specifically provided in this Agreement or required by law, no Member
shall have the right to withdraw or reduce his contributions to the capital of the Limited
Liability Company until the termination of the Limited Liability Company. No Member
shall have the right to demand and receive any distribution from the Limited Liability
Company in any form other than cash, regardless of the nature of such Member's capital
contribution. No Member shall be paid interest on capital contributions to the Limited
Liability Company.

The liability of any Member for the losses, debts, liabilities and obligations of the
Limited Liability Company shall be limited to paying: the capital contribution of such
Member when due under this Agreement; such Member's share of any undistributed
assets of the Limited Liability Company; and (only if and to the extent at any time
required by applicable law) any amounts previously distributed to such Member by the
Limited Liability Company.

6. Loans and Advances by Members

If any Member shall loan or advance any funds to the Limited Liability Company
in excess of the capital contribution of such Member prescribed herein, such loan or
advance shall not be deemed a capital contribution to the Limited Liability Company and
shall not in any respect increase such Member's interest in the Limited Liability
Company.

7. Allocations and Distributions

As used in this Agreement, the terms "net profits" and "net losses" shall mean the
profits or losses of the Limited Liability Company from the conduct of the Limited
Liability Company's business, after all expenses incurred in connection therewith have
been paid or provided for. The net profits or net losses of the Limited Liability Company
shall be determined by the Limited Liability Company's accountants in accordance with
generally accepted accounting principles applied in determining the income, gains,
expenses, deductions or losses, as the case may be, reported by the Limited Liability
Company for Federal income tax purposes.

The term "cash receipts" shall mean all cash receipts of the Limited Liability
Company from whatever source derived, including without limitation capital
contributions made by the Members; the proceeds of any sale, exchange, or other
disposition of all or any part of the assets of the Limited Liability Company; the proceeds
of any loan to the Limited Liability Company; the proceeds of any insurance policy
payable to the Limited Liability Company; and the proceeds from the liquidation of the
assets of the Limited Liability Company following a termination of the Limited Liability
Company.

The "capital account" for each Member shall mean the account established,
determined and maintained for such Member in accordance with Section 704(b) of the
Internal Revenue Code and Treasury Regulation Section 1.704-1(b)(2)(iv). The capital
account for each Member shall be increased by (1) the amount of money contributed by
such Member to the Limited Liability Company, (2) the fair market value of property
contributed by such Member to the Limited Liability Company (net of liabilities secured
by such contributed property that the Limited Liability Company is considered to assume
or take subject to under Section 752 of the Internal Revenue Code), and (3) allocations to
such Member of Limited Liability Company income and gain (or items thereof),
including income and gain exempt from tax and income and gain described in Treasury
Reg. Section 1.704-1(b)(2)(iv)(g), but excluding income and gain described in subsection
(b)(4)(i) of said Regulation, and shall be decreased by (4) the amount of money
distributed to such Member by the Limited Liability Company, (5) the fair market value
of property distributed to such Member by the Limited Liability Company (net of
liabilities secured by such distributed property that such Member is considered to assume
or take subject to under Section 752 of the Code), (6) allocations to such Member of
expenditures of the Limited Liability Company described in Section 705(a)(2)(B) of the
Code, and (7) allocations of Limited Liability Company loss and deduction (or items
thereof) including loss and deduction described in Treasury Reg. Section 1.704-1(b)(2)
(iv)(g), but excluding items described in (6)
above and loss or deduction described in subsections (b)(4)(i) or (b)(4)(iii) of said
Regulation. Net profits and net losses of the Limited Liability Company from other than
capital transactions, as of the end of any fiscal year or other period, shall be credited or
charged to the capital accounts of the Members prior to any charge or credit to said
capital accounts for net profits and net losses of the Limited Liability Company from
capital transactions as of the end of such fiscal year or other period. The capital account
for each Member shall be otherwise adjusted in accordance with the additional rules of
Treasury Reg. Section 1.704-1(b)(2)(iv).

The term "Members' Percentage Interests" shall mean the percentages set forth
opposite the name of each Member below:

Managing Members Percentage Interest

Other Members Percentage Interest

During each fiscal year, the net profits and net losses of the Limited Liability
Company (other than from capital transactions), and each item of income, gain, loss,
deduction or credit entering into the computation thereof, shall be credited or charged, as
the case may be, to the capital accounts of each Member in proportion to the Members'
Percentage Interests. The net profits of the Limited Liability Company from capital
transactions shall be allocated in the following order of priority: (a) to offset any negative
balance in the capital accounts of the Members in proportion to the amounts of the
negative balance in their respective capital accounts, until all negative balances in the
capital accounts have been eliminated; then (b) to the Members in proportion to the
Members' Percentage Interests. The net losses of the Limited Liability Company from
capital transactions shall be allocated in the following order of priority: (a) to the extent
that the balances in the capital accounts of any Members are in excess of their original
contributions, to such Members in proportion to such excess balances in the capital
accounts until all such excess balances have been reduced to zero; then (b) to the
Members in proportion to the Members' Percentage Interests.

The cash receipts of the Limited Liability Company shall be applied in the
following order of priority: (a) to the payment by the Limited Liability Company of
amounts due on debts and liabilities of the Limited Liability Company other than to any
Member, and operating expenses of the Limited Liability Company; (b) to the payment of
interest and amortization due on any loan made to the Limited Liability Company by any
Member; (c) to the establishment of cash reserves determined by the Managing Members
to be necessary or appropriate, including without limitation reserves for the operation of
the Limited Liability Company's business, taxes and contingencies; and (d) to the
repayment of any loans made to the Limited Liability Company by any Member.
Thereafter, the cash receipts of the Limited Liability Company shall be distributed among
the Members as hereafter provided.
 The cash receipts of the Limited Liability Company shall be distributed to the
Members from time to time at such times as the Managing Members shall determine. It is
contemplated that distributions will be made if the Managing Members deem such
distributions to be prudent and feasible.

Except as otherwise provided in this Agreement or required by law, distributions

of cash receipts of the Limited Liability Company, other than from capital transactions,
shall be allocated among the Members in proportion to the Members' Percentage
Interests.

Except as otherwise provided in this Agreement or required by law, distributions

of cash receipts from capital transactions shall be allocated in the following order of
priority: (a) to the Members in
proportion to their respective capital accounts until each Member has received cash
distributions equal to any positive balance in his capital account; then (b) to the Members
in proportion to the Members' Percentage Interests.

Special Allocations -- Notwithstanding the preceding provisions of this Article 8,

the following special allocations shall be made in the following order:

(1)Minimum Gain Chargeback -- Except as otherwise provided in

Treasury Reg. Section 1.704-2(f), if there is a net decrease in partnership
minimum gain (within the meaning of Treasury Reg. Sections 1.704-2(b)
(2) and 1.704-2(d)) during any fiscal year, each Member shall be allocated
items of the Limited Liability Company's income and gain for such fiscal
year (and, if necessary, subsequent fiscal years) in an amount equal to
such Member's share of the net decrease in partnership minimum gain,
determined in accordance with Treasury Reg. Section 1.704-2(g).
Allocations made pursuant to the preceding sentence shall be made in
proportion to the respective amounts required to be allocated to each
Member pursuant thereto. The items to be so allocated shall be determined
in accordance with Treasury Reg. Sections 1.704-2(f)(6) and 1.704-2(j)(2).
This provision is intended to comply with the minimum gain chargeback
requirement in Treasury Reg. Section 1.704-2(f) and shall be interpreted
consistently therewith.

(2)Partner Minimum Gain Chargeback -- Except as otherwise provided in

Treasury Reg. Section 1.704-2(i)(4), if there is a net decrease in partner
nonrecourse debt minimum gain attributable to a partner nonrecourse debt
during any fiscal year, each Member who has a share of the partner
nonrecourse debt minimum gain attributable to such partner nonrecourse
debt, determined in accordance with Treasury Reg. Section 1.704.2(i)(5),
shall be allocated items of the Limited Liability Company's income and
gain for such fiscal year (and, if necessary, subsequent fiscal years) in an
amount equal to such Member's share of the net decrease in partner
nonrecourse debt minimum gain attributable to such partner nonrecourse
debt, determined in accordance with Treasury Reg. Section 1.704-2(i)(4).
Allocations made pursuant to the preceding sentence shall be made in
proportion to the respective amounts required to be allocated to each
Member pursuant thereto. The items to be so allocated shall be determined
in accordance with Treasury Reg. Sections 1.704-2(i)(4) and 1.704-2(j)(2).
As used herein, "partner nonrecourse debt" has the meaning set forth in
Treasury Reg. Section 1.704-2(b)(4). As used herein, "partner nonrecourse
debt minimum gain" shall mean an amount, with respect to each partner
nonrecourse debt, equal to the partnership minimum gain (within the
meaning of Treasury Reg. Sections 1.704-2(b)(2) and 1.704-2(d)) that
would result if such partner nonrecourse debt were treated as a
nonrecourse liability (within the meaning of Treasury Reg. Section 1.704-
2(b)(3)) determined in accordance with Treasury Reg. Section 1.704-2(i)
(3). This provision is intended to comply with the minimum gain
chargeback requirement in Treasury Reg. Section 1.704-2(i)(4) and shall
be interpreted consistently therewith.

(3) Qualified Income Offset -- In the event any Member unexpectedly

receives any adjustments, allocations or distributions described in Treasury
Reg. Sections 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of the Limited
Liability Company's income and gain shall be allocated to such Member in
an amount and manner sufficient to eliminate, to the extent required by the
Regulations, any adjusted capital account deficit in such Member's capital
account, as quickly as possible, provided that an allocation pursuant to this
provision shall be made only if and to the extent that such Member would
have a adjusted capital account deficit in such Member's capital account
after all other allocations provided for in this Article 8 have been
tentatively made as if this provision were not in this Agreement. As used
herein, "adjusted capital account deficit" shall mean the deficit balance, if
any, in a Member's capital account at the end of the relevant fiscal year
after the following adjustments: (i) credit to such capital account the
minimum gain chargeback which the Member is obligated to restore
pursuant to the penultimate
 sentences of Treasury Reg. Sections 1.704-2(g)(1) and 1.704-2(i)(5); and
(ii) debit to such capital account the items described in Treasury Reg.
Sections 1.704- 1(b)(2)(ii)(d)(4), (5) and (6). This provision is intended to
constitute a qualified income offset within the meaning of Treasury Reg.
Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(4)Gross Income Allocation -- In the event any Member has a deficit

capital account at the end of any fiscal year which is in excess of the sum
of the amounts such Member is deemed to be obligated to restore pursuant
to the penultimate sentences of Treasury Reg. Sections 1.704-2(g)(1) and
1.704- 2(i)(5), each such Member shall be allocated items of the Limited
Liability Company's income and gain in the amount of such excess as
quickly as possible, provided that an allocation pursuant to this provision
shall be made only if and to the extent that such Member would have a
deficit in such Member's capital account in excess of such sum after all
other allocations provided for in this Article 8 have been tentatively made
as if this provision and the provisions of clause (3) above were not in this
Agreement.

(5)Nonrecourse Deductions -- Nonrecourse deductions (within the

meaning of Treasury Reg. Section 1.704-2(b)(1)) for any fiscal year shall
be allocated among the Members in proportion to the Members'
Percentage Interests.

(6)Partner Nonrecourse Deductions -- Any partner nonrecourse

deductions (within the meaning of Treasury Reg. Sections 1.704-2(b)(1)
and 1.704- 2(b)(2)) for any fiscal year shall be allocated to the Member
who bears the economic risk of loss with respect to the partner
nonrecourse debt (within the meaning of Treasury Reg. Section 1.704-2(b)
(4)) to which such partner nonrecourse deductions are attributable in
accordance with Treasury Reg. Section 1.704-2(i)(1).

(7) Other Mandatory Allocations -- In the event Section 704(c) of the

Internal Revenue Code or the Regulations thereunder require allocations in
a manner different than that set forth above in this Article 8, the provisions
of Section 704(c) and the Regulations thereunder shall control such
allocations among the Members.

It is the intention of the Members that the allocations hereunder shall be deemed
to have "substantial economic effect" within the meaning of Section 704 of the Internal
Revenue Code and Treasury Reg. Section 1.704-1. Should the provisions of this
Agreement be inconsistent with or in conflict with Section 704 of the Code or the
Regulations there under, then Section 704 of the Code and the Regulations shall be
deemed to override the contrary provisions hereof. If Section 704 or the Regulations at
any time require that limited liability company operating agreements contain provisions
which are not expressly set forth herein, such provisions shall be incorporated into this
Agreement by reference and shall be deemed a part of this Agreement to the same extent
as though they had been expressly set forth herein, and the Managing Members shall be
authorized by an instrument in writing to amend the terms of this Agreement to add such
provisions, and any such amendment shall be retroactive to whatever extent required to
create allocations with a substantial economic effect.
 8. Books, Records and Tax Returns

At all times during the continuance of the Limited Liability Company, the
Managing Members shall keep or cause to be kept complete and accurate records and
books of account in which shall be entered each transaction of the Limited Liability
Company in accordance with generally accepted accounting principles.

The fiscal year of the Limited Liability Company for both accounting and income
tax purposes shall be the calendar year. The Limited Liability Company shall report its
operations, net income and net losses in accordance with the methods of accounting
selected by the Managing Members.
 The Managing Members may employ on behalf of the Limited Liability Company
and at the expenses of the Limited Liability Company such firm of certified public
accountants as the Managing Members in their sole discretion deems appropriate to serve
as the Limited Liability Company's accountants.

The Managing Members shall furnish to each Member, within seventy-five days
after the end of each fiscal year, an annual report of the Limited Liability Company
which shall include a balance as of the end of such fiscal year; a profit and loss statement
of the Limited Liability Company for such fiscal year; a statement of the balance in the
capital account of such Member; and the amount of such Member's share of the Limited
Liability Company's income, gain, losses, deductions and other relevant items for Federal
income tax purposes.

The Managing Members shall prepare or cause to be prepared all Federal, State
and local income tax and information returns for the Limited Liability Company, and
shall cause such tax and information returns to be filed timely with the appropriate
governmental authorities. Within seventy-five days after the end of each fiscal year, the
Managing Members shall forward to each person who was a Member during the
preceding fiscal year a true copy of the Limited Liability Company's information return
filed with the Internal Revenue Service for the preceding fiscal year. The Managing
Members shall not be liable to any Member if any taxing authority disallows or adjusts
any deductions or credits in the Limited Liability Company's income tax or information
returns.

All elections required or permitted to be made by the Limited Liability Company

under the Internal Revenue Code, and the Managing Members shall make the designation
of a tax matters partner pursuant to Section 6231(a) (7) of the Internal Revenue Code for
all purposes permitted or required by the Code. The tax matters partner shall take such
action as may be necessary to cause each other Member to become a notice member
within the meaning of Section 6223 of the Code. The tax matters partner may not take
any action contemplated by Sections 6222 through 6232 of the Code without the consent
of the Managing Members.

All such records, books of account, tax and information returns, and reports and
statements, together with executed copies of this Agreement, shall at all times be
maintained at the principal place of business of the Limited Liability Company, and shall
be open to the inspection and examination of the Members or their duly authorized
representatives during regular business hours. Each Member, or a duly authorized
representative of such Member, may make copies of the Limited Liability Company's
books of account and records at the expense of such Member. Any Member, at the
expense of such Member, may conduct an audit of the Limited Liability Company's
books of account and records.

The Managing Members shall furnish to each Member, promptly upon request, a
current list of the names and addresses of all of the Managing Members and other
Members of the Limited Liability Company, and any other persons or entities having any
financial interest in the Limited Liability Company.

The cost of preparing all of the aforesaid records, books, returns and other items
shall be borne by the Limited Liability Company. Upon request of the Managing
Members, the Members shall pay to the Limited Liability Company, in proportion to the
Members'
 Percentage Interests, the cost of preparing same, not to exceed in the aggregate $2,000 for
each fiscal year.

9. Bank Accounts

All funds of the Limited Liability Company shall be deposited in the Limited
Liability Company's name in such bank account or the Managing Members shall
designate accounts as. Withdrawals from any such bank accounts shall be made only in
the regular course of business of the Limited Liability Company and shall be made upon
such signature or signatures as the Managing Members from time to time may designate.
 10. Management of the Limited Liability Company

The Members hereby designate , having

an address at ,
and
, having an
address at
to serve as Managing Members
for the Limited Liability Company.

The business and affairs of the Limited Liability Company shall be conducted and
managed by the Managing Members of the Limited Liability Company in accordance
with this Agreement and the laws of
(State of organization).

At any time there is more than one Managing Member, a majority in number of
the Managing Members shall decide any difference arising as to any matter within the
authority of Managing Members.

If at any time the Managing Members do not own, in the aggregate, at least 20
percent of the Members' Percentage Interests, all of the Members shall be Managing
Members until such time as the Members duly elect Managing Members who do own at
least 20 percent of the Members' Percentage Interests.

The Managing Members shall have responsibility for the day-to-day management
of the business and affairs of the Limited Liability Company and shall devote such time
and attention as the Managing Members deem necessary to the conduct and management
of the business and affairs of the Limited Liability Company.

Each of the Managing Members hereby is given sole power and authority to
execute instruments on behalf of the Limited Liability Company and to otherwise bind
the Limited Liability Company. Unless authorized by the Managing Members, no other
person shall have the power or authority to execute instruments on behalf of the Limited
Liability Company and to otherwise bind the Limited Liability Company. No person,
firm or corporation dealing with the Limited Liability Company shall be required to
investigate the authority of the Managing Members or to secure the approval of or
confirmation by the Members of any act of the Managing Members in connection with
the business or affairs of the Limited Liability Company.

No Member, other than the Managing Members or their designees, shall have the
authority, or shall take any action as a Member, to bind the Limited Liability Company.

Notwithstanding any other provision of this Agreement, the Managing Members

shall not, without the prior written consent of the affirmative vote or consent of Members
holding a majority of the Members' Percentage Interests, sell, exchange, lease, assign or
otherwise transfer all or substantially all of the assets of the Limited Liability Company;
borrow money on behalf of the Limited Liability Company in the excess of $ . ;
lend any Limited Liability Company funds or other assets to any person in an amount or
with a value in the excess of $ . ; establish any reserves for working capital
repairs, replacements, improvements or any other purpose, in excess of an aggregate of $
. ; confess a judgment against the Limited Liability Company; settle,
compromise or release, discharge or pay any claim, demand or debt in excess of $
. , including claims for insurance; approve a merger
or consolidation of the Limited Liability Company with or into any other limited liability
company, corporation, partnership or other entity: or change the nature or character of the
business of the Limited Liability Company.

The Managing Members shall be reimbursed by the Limited Liability Company

for all direct out- of-pocket expenses incurred by the Managing Members on behalf of the
Limited Liability Company in connection with the performance of their duties hereunder,
including without limitation amounts payable
 by the Managing Members for office, accounting, bookkeeping and other services,
materials, facilities and professional and legal services rendered or furnished to the
Limited Liability Company.

As compensation for the services of the Managing Members in arranging the

transactions contemplated by the Limited Liability Company and the continuing
management of the Limited Liability Company, the Limited Liability Company shall pay
the Managing Members a limited liability company management fee of $ .
per annum payable monthly. The compensation for the services of
the Managing Members to the Limited Liability Company may be modified from time to
time by the affirmative vote or consent of Members holding a majority of the Members'
Percentage Interests.

A Managing Member's duty of care in the discharge of the Managing Member's

duties to the Limited Liability Company and the Members is limited to refraining from
engaging in grossly negligent conduct, intentional misconduct, or a knowing violation of
law. In discharging the duties of a Managing Member, the Managing Member shall be
fully protected in relying in good faith upon the records of the Limited Liability
Company and upon such information, opinions, reports or statements by other Managing
Members, Members, agents or other persons as to matters the Managing Member
reasonably believes are within such person's professional or expert competence, including
without limitation information, opinions, reports or statements as to the value or amount
of the assets, liabilities, profits or losses of the Limited Liability Company or any other
facts pertinent to the existence and amount of assets from which distributions to Members
might properly be paid.

To the extent of the Limited Liability Company's assets, and to the extent
permitted by law, the Limited Liability Company shall indemnify and hold each
Managing Member harmless from and against all liability, claim, loss, damage or
expense, including reasonable attorneys' fees, incurred by the Managing Member by
reason of any act or omission of the Managing Member made in good faith on behalf of
the Limited Liability Company.

Except as expressly provided elsewhere in this Agreement, any decisions which

are to be made by the Members, rather than the Managing Members, shall be made by the
affirmative vote or consent of Members holding a majority of the Members' Percentage
Interests.

11. Assignment of Interests

Except as otherwise provided in this Agreement, no Member or other person

holding any interest in the Limited Liability Company may assign, pledge, hypothecate,
transfer or otherwise dispose of all or any part of his interest in the Limited Liability
Company, including without limitation the capital, profits or distributions of the Limited
Liability Company without the prior written consent of the other Members in each
instance.

The Members agree that no Member may voluntarily withdraw from the Limited
Liability Company without the affirmative vote or consent of Members holding a
majority of the Members' Percentage Interests (other than the withdrawing Member).
 A Member may assign all or any part of such Member's interest in the allocations
and distributions of the Limited Liability Company to any of the following (collectively
the "permitted assignees"): any person, corporation, partnership or other entity as to
which the Limited Liability Company has given consent to the assignment of such
interest in the allocations and distributions of the Limited Liability Company by the
affirmative vote or consent of Members holding a majority of the Members' Percentage
Interests. An assignment to a permitted assignee shall only entitle the permitted assignee
to the allocations and distributions to which the assigned interest is entitled, unless such
permitted assignee applies for admission to the Limited Liability Company and is
admitted to the Limited Liability Company as a Member in accordance with this
Agreement.
 An assignment, pledge, hypothecation, transfer or other disposition of all or any
part of the interest of a Member in the Limited Liability Company or other person
holding any interest in the Limited Liability Company in violation of the provisions
hereof shall be null and void for all purposes.

No assignment, transfer or other disposition of all or any part of the interest of any
Member permitted under this Agreement shall be binding upon the Limited Liability
Company unless and until a duly executed and acknowledged counterpart of such
assignment or instrument of transfer, in form and substance satisfactory to the Managing
Members, has been delivered to the Limited Liability Company.

No assignment or other disposition of any interest of any Member may be made if

such assignment or disposition, alone or when combined with other transactions, would
result in the termination of the Limited Liability Company within the meaning of Section
708 of the Internal Revenue Code or under any other relevant section of the Code or any
successor statute. No assignment or other disposition of any interest of any Member may
be made without an opinion of counsel satisfactory to the Managing Members that such
assignment or disposition is subject to an effective registration under, or exempt from the
registration requirements of, the applicable State and Federal securities laws. No interest
in the Limited Liability Company may be assigned or given to any person below the age
of 21 years or to a person who has been adjudged to be insane or incompetent.

Anything herein contained to the contrary, the Managing Members and the
Limited Liability Company shall be entitled to treat the record holder of the interest of a
Member as the absolute owner thereof, and shall incur no liability by reason of
distributions made in good faith to such record holder, unless and until there has been
delivered to the Managing Members the assignment or other instrument of transfer and
such other evidence as may be reasonably required by the Managing Members to
establish to the satisfaction of the Managing Members that an interest has been assigned
or transferred in accordance with this Agreement.

12. Admission of New Members

The Members may admit new Members (or transferees of any interests of existing
Members) into the Limited Liability Company by the unanimous vote or consent of the
Members.

As a condition to the admission of a new Member, such Member shall execute

and acknowledge such instruments, in form and substance satisfactory to the Managing
Members, as the Managing Members may deem necessary or desirable to effectuate such
admission and to confirm the agreement of such Member to be bound by all of the terms,
covenants and conditions of this Agreement, as the same may have been amended. Such
new Member shall pay all reasonable expenses in connection with such admission,
including without limitation reasonable attorneys' fees and the cost of the preparation,
filing or publication of any amendment to this Agreement or the Articles of Organization,
which the Managing Members may deem necessary or desirable in connection with such
admission.

No new Member shall be entitled to any retroactive allocation of income, losses, or

expense deductions of the Limited Liability Company. The Managing Members may
make pro rata allocations of income, losses or expense deductions to a new Member for
that portion of the tax year in which the Member was admitted in accordance with
Section 706(d) or the Internal Revenue Code and regulations there under.

In no event shall a new Member be admitted to the Limited Liability Company if

such admission would be in violation of applicable Federal or State securities laws or
would adversely affect the treatment of the Limited Liability Company as a partnership
for income tax purposes.
 13. Withdrawal Events Regarding
Members and Election to Continue
the Limited Liability Company

In the event of the death, retirement, withdrawal, expulsion, or dissolution of a

Member, or an event of bankruptcy or insolvency, as hereinafter defined, with respect to a
Member, or the occurrence of any other event which terminates the continued
membership of a Member in the Limited Liability Company pursuant to the laws of
(State of
organization) (each of the foregoing being hereinafter referred to as a "Withdrawal
Event"), the Limited Liability Company shall terminate sixty days after notice to the
Members of such Withdrawal Event unless the business of the Limited Liability
Company is continued as hereinafter provided.

Notwithstanding a Withdrawal Event with respect to a Member, the Limited

Liability Company shall not terminate, irrespective of applicable law, if within aforesaid
sixty day period the remaining Members, by the affirmative vote or consent of Members
holding a majority of the Members' Percentage Interests (other than the Member who
caused the Withdrawal Event), shall elect to continue the business of the Limited
Liability Company.

In the event of a Withdrawal Event with respect to any Member, any successor in
interest to such Member (including without limitation any executor, administrator, heir,
committee, guardian, or other representative or successor) shall not become entitled to
any rights or interest of such Member in the Limited Liability Company, other than the
allocations and distributions to which such Member is entitled, unless such successor in
interest is admitted as a Member in accordance with this Agreement.

An "event of bankruptcy or insolvency" with respect to a Member shall occur if

such Member: applies for or consents to the appointment of a receiver, trustee or
liquidator of all or a substantial part of his assets; or makes a general assignment for the
benefit of creditors; or is adjudicated a bankrupt or an insolvent; or files a voluntary
petition in bankruptcy or a petition or an answer seeking an arrangement with creditors or
to take advantage of any bankruptcy, insolvency, readjustment of debt or similar law or
statute, or an answer admitting the material allegations of a petition filed against him in
any bankruptcy, insolvency, readjustment of debt or similar proceedings; or takes any
action for the purpose of effecting any of the foregoing; or an order, judgment or decree
shall be entered, with or without the application, approval or consent of such Member, by
any court of competent jurisdiction, approving a petition for or appointing a receiver or
trustee of all or a substantial part of the assets of such Member, and such order, judgment
or decree shall continue unstayed and in effect for thirty days.

14. Dissolution and Liquidation

The Limited Liability Company shall terminate upon the occurrence of any of the
following: the election by the Members to dissolve the Limited Liability Company made
by the unanimous vote or consent of the Members; the occurrence of a Withdrawal Event
with respect to a Member and the failure of the remaining Members to elect to continue
the business of the Limited Liability Company as provided for in Article 14 above; or any
other event which pursuant to this Agreement, as the same may hereafter be amended,
shall cause a termination of the Limited Liability Company.
 The liquidation of the Limited Liability Company shall be conducted and
supervised by the Managing Members or if there be none then by a person designated for
such purposes by the affirmative vote or consent of Members holding a majority of the
Members' Percentage Interests (the "Liquidating Agent"). The Liquidating Agent hereby
is authorized and empowered to execute any and all documents and to take any and all
actions necessary or desirable to effectuate the dissolution and liquidation of the Limited
Liability Company in accordance with this Agreement.

Promptly after the termination of the Limited Liability Company, the Liquidating
Agent shall cause to be prepared and furnished to the Members a statement setting forth
the assets and liabilities of the Limited Liability Company as of the date of termination.
The Liquidating Agent, to the extent practicable, shall liquidate the assets of the Limited
Liability Company as promptly as possible, but in an orderly and
 businesslike manner so as not to involve undue sacrifice and in accordance with the
provisions of the
(State of Organization) Limited Liability Company Act.

The proceeds of sale and all other assets of the Limited Liability Company shall
be applied and distributed in the following order of priority: (a) to the payment of the
expenses of liquidation and the debts and liabilities of the Limited Liability Company,
other than debts and liabilities to Members; (b) to the payment of debts and liabilities to
Members;
(c) to the setting up of any reserves which the Liquidating Agent may deem necessary or
desirable for any contingent or unforeseen liabilities or obligations of the Limited
Liability Company, which reserves shall be paid over to an attorney-at-law admitted to
practice in the State of as escrowee, to be held for a period of two years for the
purpose of payment of the aforesaid liabilities and obligations, at the expiration of which
period the balance of such reserves shall be distributed as hereinafter provided; (d) to the
Members in proportion to their respective capital accounts until each Member has
received cash distributions equal to any positive balance in his capital account, in
accordance with the rules and requirements of Treasury Reg. Section 1.704- 1(b)(2)(ii)
(b); and (e) to the Members in proportion to the Members' Percentage Interests.

The liquidation shall be complete within the period required by Treasury Reg.
Section 1.704- 1(b)(2)(ii)(b).

If the Liquidating Agent shall determine that it is not practicable to liquidate all of
the assets of the Limited Liability Company, the Liquidating Agent may retain assets
having a fair market value equal to the amount by which the net proceeds of liquidated
assets are insufficient to satisfy the debts and liabilities referred to above. If, in the
absolute judgment of the Liquidating Agent, it is not feasible to distribute to each
Member his proportionate share of each asset, the Liquidating Agent may allocate and
distribute specific assets to one or more Member in such manner as the Liquidating Agent
shall determine to be fair and equitable, taking into consideration the basis for tax
purposes of each asset.

Upon compliance with the distribution plan, the Members shall cease to be such,
and the Managing Members shall execute, acknowledge and cause to be filed such
certificates and other in- struments as may be necessary or appropriate to evidence the
dissolution and termination of the Limited Liability Company.

15. Representations Of Members

Each of the Members represents, warrants and agrees that the Member is
acquiring the interest in the Limited Liability Company for the Member's own account as
an investment and not with a view to the sale or distribution thereof; the Member, if an
individual, is over the age of 21, or if the Member is an organization, such organization is
duly organized, validly existing and in good standing under the laws of its State of
organization and that it has full power and authority to execute and perform its obligations
under this Agreement; and the Member shall not dispose of such interest or any part
thereof in any manner which would constitute a violation of the Securities Act of 1933,
the Rules and Regulations of the Securities and Exchange Commission, or any applicable
laws, rules or regulations of any State or other governmental authorities, as the same may
be amended.
 16. Certificates Evidencing Membership

A Certificate of Membership issued by the Managing Members shall evidence

every membership interest in the Limited Liability Company. Each Certificate of
Membership shall set forth the name of the Member holding the membership interest and
the Member's Percentage Interest held by the Member, and shall bear the following
legend:
 The membership interest represented by this certificate is subject to, and
may not be transferred except in accordance with, the provisions of the
Operating Agreement of ,(LLC name) dated as of
, 20 , as the same from time to time may be amended, a
copy of which Operating Agreement is on file at the principal office of the
Limited Liability Company.

The Members agree promptly to deliver to the Managing Members any

Certificates of Membership previously issued for the purpose of adding the foregoing
legend thereto.

17. Notices

All notices, demands, requests or other communications which any of the parties
to this Agreement may desire or be required to give hereunder shall be in writing and
shall be deemed to have been properly given if sent by FedEx or similar private express
service or by registered or certified mail, return receipt requested, with postage prepaid,
addressed as follows: (a) if to the Limited Liability Company, to the Limited Liability
Company c/o the Managing Members at their address first above written or to such other
address or addresses as may be designated by the Limited Liability Company or the
Managing Members by notice to the Members pursuant to this Article 17; (b) if to the
Managing Members, to the Managing Members at their address first above written or to
such other address or addresses as may be designated by the Managing Members by
notice to the Limited Liability Company and the Members pursuant to this Article 18; and
(c) if to any Member, to the address of said Member first above written, or to such other
address as may be designated by said Member by notice to the Limited Liability
Company and the other Members pursuant to this Article 17. Each Member shall keep the
Limited Liability Company and the other Members informed of such Member's current
address.

18. Amendments

This Agreement may not be altered, amended, changed, supplemented, waived or

modified in any respect or particular unless the same shall be in writing and agreed to by
the affirmative vote or consent of Members holding two-thirds of the Members'
Percentage Interests. No amendment may be made to Articles 5, 7, 12 and 14 hereof,
insofar as said Articles apply to the financial interests of the Members, except by the vote
or consent of all of the Members. No amendment of any provision of this Agreement
relating to the voting requirements of the Members on any specific subject shall be made
without the affirmative vote or consent of at least the number or percentage of Members
required to vote on such subject.

19. Miscellaneous

This Agreement and the rights and liabilities of the parties hereunder shall be
governed by and determined in accordance with the laws of the State of (State of
organization). Every provision of this Agreement is intended to be severable. If any
provision of this Agreement shall be invalid or unenforceable, such invalidity or
unenforceability shall not affect the other provisions of this Agreement, which shall
remain in full force and effect.

The captions in this Agreement are for convenience only and are not to be
considered in construing this Agreement. All pronouns shall be deemed to be the
masculine, feminine, neuter, singular or plural as the identity of the person or persons
may require. References to a person or persons shall include partnerships, corporations,
limited liability companies, unincorporated associations, trusts, estates and other types of
entities. The Managing Members and the Members collectively are referred to herein as
the Members. Any one of the Members is referred to herein as a Member. References to
the Internal Revenue Code shall mean the Internal Revenue Code of 1986, as amended,
and any successor or superseding Federal revenue statute.
 This Agreement, and any amendments hereto may be executed in counterparts all
of whom taken together shall constitute one agreement.

This Agreement sets forth the entire agreement of the parties hereto with respect
to the subject matter hereof. It is the intention of the Members that this Agreement shall
be the sole source of agreement of the parties, and, except to the extent a provision of this
Agreement provides for the incorporation of Federal income tax rules or is expressly
prohibited or ineffective under the (State
of organization) Limited Liability Company Act, as the same may be amended from time
to time, this Agreement shall govern even when inconsistent with, or different from, the
provisions of any applicable law or rule. To the extent any provision of this Agreement is
prohibited or otherwise ineffective under the
(State of organization) Limited Liability Company Act, such provision
shall be considered to be ineffective to the smallest degree possible in order to make this
Agreement effective under the (State of organization)Limited Liability
Company Act.

Subject to the limitations on transferability contained herein, this Agreement shall

be binding upon and inure to the benefit of the parties hereto and to their respective heirs,
executors, administrators, successors and assigns.

No provision of this Agreement is intended to be for the benefit of or enforceable

by any third
party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on

the date first above written.

In the presence of:

Managing Member 1

Print:

Print:

Managing Member 2

Print:
Print:

In the presence of:

Member 1

Print:
Print:

Member 2

Print:

Print:

Member 3

Print:

Print:

Member 4

Print:

Print:
STATE OF , COUNTY OF , ss.

The foregoing instrument was acknowledged before me on the

day of ,
20 , by (MANAGING MEMBER ONE).

Print:
Notary Public
My commission expires on

Personally Known OR Produced Identification

Type of Identification
Produced:

Personally Known OR Produced Identification

Type of Identification Produced:

STATE OF , COUNTY OF , ss.

The foregoing instrument was acknowledged before me on the

day of ,
20 , by (MANAGING MEMBER TWO).

Print:
Notary Public
My commission expires on

Personally Known OR Produced Identification

Type of Identification
Produced:

Personally Known OR Produced Identification

Type of Identification Produced:

STATE OF , COUNTY OF , ss.

The foregoing instrument was acknowledged before me on the

day of ,
20 , by (Member 1).

Print:
Notary Public
 My commission expires on

Personally Known OR Produced Identification

Type of Identification
Produced:

Personally Known OR Produced Identification

Type of Identification Produced:
STATE OF , COUNTY OF , ss.

The foregoing instrument was acknowledged before me on the

day of ,
20 , by (Member 2).

Print:
Notary Public
My commission expires on

Personally Known OR Produced Identification

Type of Identification
Produced:

Personally Known OR Produced Identification Type of Identification Produced:

STATE OF , COUNTY OF , ss.

The foregoing instrument was acknowledged before me on the

day of ,
20 , by (Member 3).

Print:
Notary Public
My commission expires on

Personally Known OR Produced Identification

Type of Identification
Produced:

Personally Known OR Produced Identification Type of Identification Produced:

STATE OF , COUNTY OF , ss.

The foregoing instrument was acknowledged before me on the

day of ,
20 , by (Member 4).

Print:
Notary Public
My commission expires on
 INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT made this day of , 20 , by and between

 , hereinafter called the Contractor, and
, hereinafter called the Owner.

WITNESSETH, that the Contractor and the Owner for the consideration named agree as follows:

ARTICLE 1. SCOPE OF THE WORK

The Contractor shall furnish all the materials and perform all of the work shown on the drawings and/or
described in the specifications entitled Exhibit A, as annexed hereto as it pertains to work to be performed
on property located at:

ARTICLE 2. TIME OF COMPLETION

The work to be performed under this Contract shall be commenced on or before , 20

, and shall be substantially completed on or before , 20
. Time is of the essence.

ARTICLE 3. THE CONTRACT PRICE

The owner shall pay the Contractor for the material and labor to be performed under the Contract the
sum of Dollars ($ ), subject to additions
and deductions pursuant to authorized change orders.

ARTICLE 4. PROGRESS PAYMENTS

Payments of the Contract price shall be paid in the manner following:

ARTICLE 5. GENERAL PROVISIONS

1. All work shall be completed in a workmanship like manner and in compliance with
all building codes and other applicable laws.
2. To the extent required by law all work shall be performed by individuals duly
licensed and authorized by law to perform said work.
3. Contractor may at its discretion engage subcontractors to perform workhereunder,
provided Contractor shall fully pay said subcontractor and in all instances remain
responsible for the proper completion of this Contract.
4. Contractor shall furnish Owner appropriate releases or waivers of lien for all work
performed or materials provided at the time the next periodic payment shall be due.
5. All change orders shall be in writing and signed by both Owner and Contractor.

6. Contractor warrants it is adequately insured for injury to its employees and others
incurring loss or injury as a result of the acts of Contractor or its employees and
subcontractors.
 7. Contractor shall at its own expense obtain all permits necessary for the work to be
performed.
8. Contractor agrees to remove all debris and leave the premises in broom
clean condition.
9. In the event Owner shall fail to pay any periodic or installment payment due
hereunder, Contractor may cease work without breach pending payment or resolution
of any dispute.
10. All disputes hereunder shall be resolved by binding arbitration in accordance with
the rules of the American Arbitration Association.
11. Contractor shall not be liable for any delay due to circumstances beyond its control
including strikes, casualty or general unavailability of materials.
12. Contractor warrants all work for a period of months following
completion.
ARTICLE 6. OTHER TERMS

Signed this day of , 19 .

Signed in the presence of:

By:
Witness Contractor

By:
Witness Contractor
 CEASE AND DESIST

From

Date

Re: Notice to Cease and Desist for Specific Activity

Dear ,

This letter is served upon due to

(“Activity”).

If you do not cease the aforementioned Activity a lawsuit will be commenced

against you.

If the Activity continues we will immediately seek a temporary restraining order in

the District Court against you and any accomplices in this matter. We will also seek
monetary damages to be proved at trial. Hopefully this recourse is not necessary,
we have our own interests to protect and will vigorously do so.

You will not receive another warning letter. If you do not confirm in writing to us by
the day of , 20 that you will cease violating our
Agreement a lawsuit will be commenced immediately.

Sincerely,
 BILL OF SALE
STATE OF

COUNTY OF

KNOW ALL PERSONS BY THESE PRESENTS:

THAT I, [name], Seller, of [address],

County, [Name of State], in consideration of the payment of the
sum of dollars ($ ), receipt of payment
acknowledged, do hereby sell and transfer to [name], Buyer, of
[address], County,
[state], his/her successors and assigns, the following described personal property located
in County, [Name of State]: [description that
clearly identifies and distinguishes property].

Seller warrants that he/she is the lawful owner in every respect of all of the described
property and that it is free and clear of all liens, security agreements, encumbrances,
claims, demands, and charges of every kind whatsoever.

Seller binds Seller, his/her successors and assigns, to warrant and defend the title to all of
the described property to Buyer, his/her successors and assigns, forever against every
person lawfully claiming the described property or any part of it.

This Bill of Sale shall be effective as to the transfer of all property listed in it as of
[date].

IN WITNESS WHEREOF, this Bill of Sale is executed on [date].

[signature of seller]
 [typed name]

[signature of witness]

[typed witness]

ACKNOWLEDGMENT

STATE OF

COUNTY OF

Before me, the undersigned authority, on this day appeared [name

of seller], known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he/she executed the instrument for the
purposes and consideration expressed in the instrument.
Given under my hand and seal of office on [date].

[Notarial seal] [signature]

[typed name]
Notary Public in and for
County, [Name of State]
My commission expires:
 MINUTES OF ANNUAL MEETING

MINUTES OF THE ANNUAL MEETING OF MEMBERS OF

The annual Meeting of Members of the above named Limited Liability Company was
held on the date and time and at the place set forth in the written waiver of notice signed
by all the members, fixing such time and place, and prefixed to the minutes of this
meeting.

There were present at the meeting all of the members of the above named Limited
Liability Company.

The meeting was called to order by it was

moved, seconded and unanimously carried that act as
Chairman and that act as Secretary.

The Chairman then stated that all of the members were present.

The managing member presented his/hers annual report and, after discussion, the report
was accepted and ordered filed with the Secretary.
The Chairman noted that it was in order to consider electing managing members for the
ensuing year. Upon nominations duly made and seconded, the following were
unanimously elected managing members of the Limited Liability Company, to serve for
the ensuing year and until their successors are elected and qualified:

Managing
Member:

Secretary:

Treasurer:

There being no further business to come before the meeting, upon duly made, seconded
and unanimously carried, it was adjourned.

Secretary

Members:
 MEMBERSHIP VOTING PROXY

(Member: Insert name of proxyholder--the person you are authorizing to

vote in your place--in first paragraph, then date, sign and return by the date
indicated to LLC officer at address listed below.)

The undersigned member of

, a limited liability
company, authorizes to act as his or her
proxy and to represent and vote his/her LLC membership at a meeting of:

(Check one or both boxes)

[ ] managers

[ ] members

to be held on .

This proxy shall be effective for all items of business brought before the
meeting.

Date:

Signature of Member:

Printed Name of Member:

Please return proxy by

to:

Name of LLC Officer:

Name of LLC:
Address:

Phone: Fax:
 AFFADAVIT

THIS INSTRUMENT HEREBY ACKNOWLEDGES that the

undersigned, ,("affiant"),officer of corporation
residing
at ,
and does hereby swear and affirm that the following is true and accurate, to the
best of (his/her) knowledge, under penalty of perjury:

Signed to this day of , 20

SIGNATURE OF AFFIANT

PRINT NAME OF AFFIANT

(ADDRESS OF AFFIANT)

NOTARY PUBLIC

My Commission Expires:
(SEAL)
 BAD CHECK NOTICE
Date:

To:

Dear

Payment on your Check No. in the amountof $ , tendered to

us on , 20 , has been dishonored by your bank.
We have verified with your bank that there are still insufficient funds
to pay the check.

Accordingly, we request that you replace this check with a cash (or
certified check) payment.

Unless we receive good funds for said amount within days, we shall
immediately commence appropriate legal action to protect our interest. Upon
receipt of replacement funds we shall return to you the dishonored check.

Very truly,

Certified Mail, Return Receipt Requested.

 CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement ("Agreement") is made andeffective on

by and between ("Owner") and
("Recipient").
1. Confidential Information.

Owner proposes to disclose certain of its confidential and proprietary information (the
"Confidential Information") to Recipient. Confidential Information shall include all data,
materials, products, technology, computer programs, specifications, manuals, business
plans, software, marketing plans, business plans, financial information, and other
information disclosed or submitted, orally, in writing, or by any other media, to
Recipient by Owner. Confidential Information disclosed orally shall be identified as
such within five (5) days of disclosure.
Nothing herein shall require Owner to disclose any of its information.
2. Recipient's Obligations.

A. Recipient agrees that the Confidential Information is to be considered confidential

and proprietary to Owner and Recipient shall hold the same in confidence, shall not use
the Confidential Information other than for the purposes of its business with Owner, and
shall disclose it only to its officers, directors, or employees with a specific need to know.
Recipient will not disclose, publish or otherwise reveal any of the Confidential
Information received from Owner to any other party whatsoever except with the specific
prior written authorization of Owner.
B. Confidential Information furnished in tangible form shall not be duplicated by
Recipient except for purposes of this Agreement. Upon the request of Owner,
Recipient shall return all Confidential Information received in written or tangible form,
including copies, or reproductions or other media containing such Confidential
Information, within ten (10) days of such request. At Recipient's option, any
documents or other media developed by the Recipient containing Confidential
Information may be destroyed by Recipient. Recipient shallprovide a written certificate
to Owner regarding destruction within ten (10) days thereafter.

3. Term.
The obligations of Recipient herein shall be effective from
the date Owner last discloses any Confidential Information to Recipient pursuant to this
Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy,
receivership, assignment, attachment or seizure procedures, whether initiated by or
against Recipient, nor by the rejection of any agreement between Owner and Recipient,
by a trustee of Recipient in bankruptcy, or by the
Recipient as a debtor-in-possession or the equivalent of any of the foregoing under
local law.
4. Other Information.
Recipient shall have no obligation under this Agreement with respect to Confidential
Information which is or becomes publicly available without breach of this Agreement by
Recipient; is rightfully received by Recipient without obligations of confidentiality; or is
developed by Recipient without breach of this Agreement; provided, however, such
Confidential Information shall not be disclosed until thirty (30) days after written notice
of intent to disclose is given to Owner along with the asserted grounds for disclosure.
5. No License.

Nothing contained herein shall be construed as granting or conferring any rights by

license or otherwise in any Confidential Information. It is understood and agreed that
neither party solicits any change in the organization, business practice, service or
products of the other party, and that the disclosure of Confidential Information shall not
be construed as evidencing any intent by a party to purchase any products or services of
the other party nor as an encouragement to expend funds in development or research
efforts. Confidential Information may pertain to prospective or unannounced products.
Recipient agrees not to use any Confidential Information as a basis upon which to
develop or have a third party develop a competing or similar product.
6. No Publicity.
Recipient agrees not to disclose its participation in this undertaking, the existence or terms
and conditions of the Agreement, or the fact that discussions are being held with Owner.

7. Governing Law and Equitable Relief.

This Agreement shall be governed and construed in accordance with the laws of the
United States and the State of and Recipient
consents to the exclusive jurisdiction of the state courts and U.S. federal courts located
there for any dispute arising out of this Agreement. Recipient agrees that in the event of
any breach or threatened breach by Recipient, Owner may obtain, in addition to any other
legal remedies which may be available, such equitable relief as may be necessary to
protect Owner against any such breach or threatened breach.
8. Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on

the subject matter hereof. This Agreement may be modified only by a further writing
that is duly executed by both parties.
 9. No Assignment.
Recipient may not assign this Agreement or any interest herein without Owner's express
prior written consent.
10. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or

unenforceable, then this Agreement, including all of the remaining terms, will remain in
full force and effect as if such invalid or unenforceable term had never been included.
11. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing
and shall be given to the appropriate party by personal delivery or by certified mail,
postage prepaid, or recognized overnight delivery services.
If to Owner:

If to Recipient:
12. No Implied Waiver.
Either party's failure to insist in any one or more instances upon strict performance by the
other party of any of the terms of this Agreement shall not be construed as a waiver of
any continuing or subsequent failure to perform or delay in performance of any term
hereof.

13. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used
to construe meaning or intent.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Owner:

Recipient:
 COMPANY BYLAWS

A Profit Corporation

ARTICLE I

SHAREHOLD

ERS

1. Annual Meeting

A meeting of the shareholders shall be held annually for the election of

directors and the transaction of other business on such date in each year as may be
determined by the Board of Directors, but in no event later than 100 days after the
anniversary of the date of incorporation of the Corporation.

2. Special Meetings

Special meetings of the shareholders may be called by the Board of

Directors, Chairman of the Board or President and shall be called by the Board upon the
written request of the holders of record of a majority of the outstanding shares of the
Corporation entitled to vote at the meeting requested to be called. Such request shall state
the purpose or purposes of the proposed meeting. At such special meetings the only
business which may be transacted is that relating to the purpose or purposes set forth in
the notice thereof.

3. Place of Meetings

Meetings of the shareholders shall be held at such place within or outside of

the State of
as may be fixed by the Board of Directors. If no place is so fixed, such
meetings shall be held at the principal office of the Corporation.

4. Notice of Meetings

Notice of each meeting of the shareholders shall be given in writing and

shall state the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called. Notice of a special meeting shall indicate that it is being issued by
or at the direction of the person or persons calling or requesting the meeting.
 If, at any meeting, action is proposed to be taken which, if taken, would
entitle objecting shareholders to receive payment for their shares, the notice shall include
a statement of that purpose and to that effect.

A copy of the notice of each meeting shall be given, personally or by first

class mail, not less than ten nor more than sixty days before the date of the meeting, to
each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed
to have been given when deposited in the United States mail, with postage thereon
prepaid, directed to the shareholder at his address as it appears on the record of the
shareholders, or, if he shall have filed with the Secretary of the Corporation a written
request that notices to him or her be mailed to some other address, then directed to him at
such other address.

When a meeting is adjourned to another time or place, it shall not be

necessary to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced
 at the meeting at which the adjournment is taken. At the adjourned meeting any business
may be transacted that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder
of record on the new record date entitled to notice under this Section 4.

5. Waiver of Notice

Notice of a meeting need not be given to any shareholder who submits a

signed waiver of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without protesting
prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute
a waiver of notice by him or her.

6. Inspectors of Election

The Board of Directors, in advance of any shareholders' meeting, may

appoint one or more inspectors to act at the meeting or any adjournment thereof. If
inspectors are not so appointed, the person presiding at a shareholders' meeting may, and
on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In
case any person appointed fails to appear or act, the vacancy may be filled by
appointment in advance of the meeting by the Board or at the meeting by the person
presiding thereat. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of such inspector at such meeting
with strict impartiality and according to the best of his ability.

The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a quorum,
and the validity and effect of proxies, and shall receive votes, ballots or consents, hear
and determine all challenges and questions arising in connection with the right to vote at
the meeting, count and tabulate all votes, ballots or consents, determine the result thereof,
and do such acts as are proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the meeting, or of any shareholder
entitled to vote thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and shall execute a certificate of any fact found by
them. Any report or certificate made by them shall be prima facie evidence of the facts
stated and of any vote certified by them.

7. List of Shareholders at Meetings

A list of the shareholders as of the record date, certified by the Secretary

or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the
shareholders upon the request thereat or prior thereto of any shareholder. If the right to
vote at any meeting is challenged, the inspectors of election, or the person presiding
thereat, shall require such list of the shareholders to be produced as evidence of the right
of the persons challenged to vote at such meeting, and all persons who appear from such
list to be shareholders entitled to vote thereat may vote at such meeting.
8. Qualification of Voters

Unless otherwise provided in the Certificate of Incorporation, every

shareholder of record shall be entitled at every meeting of the shareholders to one vote for
every share standing in its name on the record of the shareholders.

Treasury shares as of the record date and shares held as of the record date
by another domestic or foreign corporation of any kind, if a majority of the shares
entitled to vote in the election of directors of such other corporation is held as of the
record date by the Corporation, shall not be shares entitled to vote or to be counted in
determining the total number of outstanding shares.
 Shares held by an administrator, executor, guardian, conservator,
committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either
in person or by proxy, without the transfer of such shares into the name of such fiduciary.
Shares held by a trustee may be voted by him or her, either in person or by proxy, only
after the shares have been transferred into his name as trustee or into the name of his
nominee.

Shares standing in the name of another domestic or foreign corporation of

any type or kind may be voted by such officer, agent or proxy as the bylaws of such
corporation may provide, or, in the absence of such provision, as the board of directors of
such corporation may determine.

No shareholder shall sell his vote, or issue a proxy to vote, to any person
for any sum of money or anything of value except as permitted by law.

9. Quorum of Shareholders

The holders of a majority of the shares of the Corporation issued and

outstanding and entitled to vote at any meeting of the shareholders shall constitute a
quorum at such meeting for the transaction of any business, provided that when a
specified item of business is required to be voted on by a class or series, voting as a class,
the holders of a majority of the shares of such class or series shall constitute a quorum for
the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by

the subsequent withdrawal of any shareholders.

The shareholders who are present in person or by proxy and who are
entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence
of a quorum.

10. Proxies

Every shareholder entitled to vote at a meeting of the shareholders, or to

express consent or dissent without a meeting, may authorize another person or persons to
act for him by proxy.

Every proxy must be signed by the shareholder or its attorney. No proxy

shall be valid after the expiration of eleven months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the shareholder who executed the proxy, unless before the
authority is exercised written notice of an adjudication of such incompetence or of such
death is received by the Secretary or any Assistant Secretary.
 11. Vote or Consent of Shareholders

Directors, except as otherwise required by law, shall be elected by a

plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to
vote in the election.

Whenever any corporate action, other than the election of directors, is to

be taken by vote of the shareholders, it shall, except as otherwise required by law, be
authorized by a majority of the votes cast at a meeting of shareholders by the holders of
shares entitled to vote thereon.
 Whenever shareholders are required or permitted to take any action by
vote, such action may be taken without a meeting on written consent, setting forth the
action so taken, signed by the holders of all outstanding shares entitled to vote thereon.
Written consent thus given by the holders of all outstanding shares entitled to vote shall
have the same effect as an unanimous vote of shareholders.

12. Fixing The Record Date

For the purpose of determining the shareholders entitled to notice of or to

vote at any meeting of shareholders or any adjournment thereof, or to express consent to
or dissent from any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the allotment of any rights, or
for the purpose of any other action, the Board of Directors may fix, in advance, a date as
the record date for any such determination of shareholders. Such date shall not be less
than ten nor more than sixty days before the date of such meeting, nor more than sixty
days prior to any other action.

When a determination of shareholders of record entitled to notice of or to

vote at any meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof, unless the Board of Directors fixes
a new record date for the adjourned meeting.

ARTICLE II

BOARD OF

DIRECTORS

1. Power of Board and Qualification of Directors

The business of the Corporation shall be managed by the Board of

Directors. Each director shall be at least eighteen years of age.

2. Number of Directors

The number of directors constituting the entire Board of Directors shall be

the number, not less than one nor more than ten, fixed from time to time by a majority of
the total number of directors which the Corporation would have, prior to any increase or
decrease, if there were no vacancies, provided, however, that no decrease shall shorten
the term of an incumbent director. Until otherwise fixed by the directors, the number of
directors constituting the entire Board shall be four.

3. Election and Term of Directors

At each annual meeting of shareholders, directors shall be elected to hold

office until the next annual meeting and until their successors have been elected and
qualified or until their death, resignation or removal in the manner hereinafter provided.

4. Quorum of Directors and Action by the Board

A majority of the entire Board of Directors shall constitute a quorum for

the transaction of business, and, except where otherwise provided herein, the vote of a
majority of the directors present at a meeting at the time of such vote, if a quorum is then
present, shall be the act of the Board.

Any action required or permitted to be taken by the Board of Directors or

any committee thereof may be taken without a meeting if all members of the Board or the
committee consent in writing to the adoption of a resolution authorizing the action. The
resolution and the written consent thereto by the
 members of the Board or committee shall be filed with the minutes of the proceedings of
the Board or committee.

5. Meetings of the Board

An annual meeting of the Board of Directors shall be held in each year

directly after the annual meeting of shareholders. Regular meetings of the Board shall be
held at such times as may be fixed by the Board. Special meetings of the Board may be
held at any time upon the call of the President or any two directors.

Meetings of the Board of Directors shall be held at such places as may be

fixed by the Board for annual and regular meetings and in the notice of meeting for
special meetings. If no place is so fixed, meetings of the Board shall be held at the
principal office of the Corporation. Any one or more members of the Board of Directors
may participate in meetings by means of a conference telephone or similar
communications equipment.

No notice need be given of annual or regular meetings of the Board of

Directors. Notice of each special meeting of the Board shall be given to each director
either by mail not later than noon,
time, on the third day prior to the meeting or by telegram, written
message or orally not later than noon, time, on the day prior to the meeting.
Notices are deemed to have been properly given if given: by mail, when deposited in the
United States mail; by telegram at the time of filing; or by messenger at the time of
delivery. Notices by mail, telegram or messenger shall be sent to each director at the
address designated by him for that purpose, or, if none has been so designated, at his
last known residence or business address.

Notice of a meeting of the Board of Directors need not be given to any

director who submits a signed waiver of notice whether before or after the meeting, or
who attends the meeting without protesting, prior thereto or at its commencement, the
lack of notice to any director.

A notice, or waiver of notice, need not specify the purpose of any meeting
of the Board
of Directors.

A majority of the directors present, whether or not a quorum is present,

may adjourn any meeting to another time and place. Notice of any adjournment of a
meeting to another time or place shall be given, in the manner described above, to the
directors who were not present at the time of the adjournment and, unless such time and
place are announced at the meeting, to the other directors.

6. Resignations

Any director of the Corporation may resign at any time by giving written
notice to the Board of Directors or to the President or to the Secretary of the Corporation.
Such resignation shall take effect at the time specified therein; and unless otherwise
 specified therein the acceptance of such resignation shall not be necessary to make it
effective.

7. Removal of Directors

Any one or more of the directors may be removed for cause by action of the
Board of Directors. Any or all of the directors may be removed with or without cause by
vote of the shareholders.

8. Newly Created Directorships and Vacancies

 Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the Board of Directors for any reason except the
removal of directors by shareholders may be filled by vote of a majority of the directors
then in office, although less than a quorum exists. Vacancies occurring as a result of the
removal of directors by shareholders shall be filled by the shareholder. A director elected
to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

9. Executive and Other Committees of Directors

The Board of Directors, by resolution adopted by a majority of the entire

Board, may designate from among its members an executive committee and other
committees each consisting of three or more directors and each of which, to the extent
provided in the resolution, shall have all the authority of the Board, except that no such
committee shall have authority as to the following matters: (a) the submission to
shareholders of any action that needs shareholders' approval; (b) the filling of vacancies
in the Board or in any committee; (c) the fixing of compensation of the directors for
serving on the Board or on any committee; (d) the amendment or repeal of the bylaws, or
the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board
which, by its term, shall not be so amendable or repealable; or (f) the removal or
indemnification of directors.

The Board of Directors may designate one or more directors as alternate

members of any such committee, who may replace any absent member or members at any
meeting of such committee.

Unless a greater proportion is required by the resolution designating a

committee, a majority of the entire authorized number of members of such committee
shall constitute a quorum for the transaction of business, and the vote of a majority of the
members present at a meeting at the time of such vote, if a quorum is then present, shall
be the act of such committee.

Each such committee shall serve at the pleasure of the Board of Directors.

10. Compensation of Directors

The Board of Directors shall have authority to fix the compensation of

directors for services in any capacity.

11. Interest of Directors in a Transaction

Unless shown to be unfair and unreasonable as to the Corporation, no

contract or other transaction between the Corporation and one or more of its directors, or
between the Corporation and any other corporation, firm, association or other entity in
which one or more of the directors are directors or officers, or are financially interested,
shall be either void or voidable, irrespective of whether such interested director or
directors are present at a meeting of the Board of Directors, or of a committee thereof,
which authorizes such contract or transaction and irrespective of whether his or their
votes are counted for such purpose. In the absence of fraud any such contract and
transaction conclusively may be authorized or approved as fair and reasonable by: (a) the
Board of Directors or a duly empowered committee thereof, by a vote sufficient for such
purpose without counting the vote or votes of such interested director or directors
(although such interested director or directors may be counted in determining the
presence of a quorum at the meeting which authorizes such contract or transaction), if the
fact of such common directorship, officership or financial interest is disclosed or known
to the Board or committee, as the case may be; or (b) the shareholders entitled to vote for
the election of directors, if such common directorship, officership or financial interest is
disclosed or known to such shareholders.

Notwithstanding the foregoing, no loan, except advances in connection

with indemnification, shall be made by the Corporation to any director unless it is
authorized by vote of the
 shareholders without counting any shares of the director who would be the borrower or
unless the director who would be the borrower is the sole shareholder of the Corporation.

ARTICLE

III

OFFICERS

1. Election of Officers

The Board of Directors, as soon as may be practicable after the annual

election of directors, shall elect a President, a Secretary, and a Treasurer, and from time
to time may elect or appoint such other officers as it may determine. Any two or more
offices may be held by the same person. The Board of Directors may also elect one or
more Vice Presidents, Assistant Secretaries and Assistant Treasurers.

2. Other Officers

The Board of Directors may appoint such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the Board.

3. Compensation

The salaries of all officers and agents of the Corporation shall be fixed by
the Board of
Directors.

4. Term of Office and Removal

Each officer shall hold office for the term for which he is elected or
appointed, and until his successor has been elected or appointed and qualified. Unless
otherwise provided in the resolution of the Board of Directors electing or appointing an
officer, his term of office shall extend to and expire at the meeting of the Board following
the next annual meeting of shareholders. Any officer may be removed by the Board with
or without cause, at any time. Removal of an officer without cause shall be without
prejudice to his contract rights, if any, and the election or appointment of an officer shall
not of itself create contract rights.

5. President

The President shall be the chief executive officer of the Corporation, shall
have general and active management of the business of the Corporation and shall see that
 all orders and resolutions of the Board of Directors are carried into effect. The President
shall also preside at all meetings of the shareholders and the Board of Directors.

The President shall execute bonds, mortgages and other contracts

requiring a seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.

6. Vice Presidents
 The Vice Presidents, in the order designated by the Board of Directors, or
in the absence of any designation, then in the order of their election, during the absence
or disability of or refusal to act by the President, shall perform the duties and exercise the
powers of the President and shall perform such other duties as the Board of Directors
shall prescribe.

7. Secretary and Assistant Secretaries

The Secretary shall attend all meetings of the Board of Directors and all
meetings of the shareholders and record all the proceedings of the meetings of the
Corporation and of the Board of Directors in a book to be kept for that purpose, and shall
perform like duties for the standing committees when required. The Secretary shall give
or cause to be given, notice of all meetings of the shareholders and special meetings of
the Board of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or President, under whose supervision the Secretary shall be. The
Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or
an Assistant Secretary, shall have authority to affix the same to any instrument requiring
it and when so affixed, it may be attested by the Secretary's signature or by the signature
of such Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by his signature.

The Assistant Secretary, or if there be more than one, the Assistant

Secretaries in the order designated by the Board of Directors, or in the absence of such
designation then in the order of their election, in the absence of the Secretary or in the
event of the Secretary's inability or refusal to act, shall perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

8. Treasurer and Assistant Treasurers

The Treasurer shall have the custody of the corporate funds and securities;
shall keep full and accurate accounts of receipts and disbursements in books belonging to
the Corporation; and shall deposit all moneys and other valuable effects in the name and
to the credit of the Corporation in such depositories as may be designated by the Board of
Directors.

The Treasurer shall disburse the funds as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to the
President and the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of the financial
condition of the Corporation.

If required by the Board of Directors, the Treasurer shall give the

Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of the office of
Treasurer, and for the restoration to the Corporation, in the case of the Treasurer's death,
resignation, retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in the possession or under the control of the Treasurer
 belonging to the Corporation.

The Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order designated by the Board of Directors, or in the absence of such
designation, then in the order of their election, in the absence of the Treasurer or in the
event of the Treasurer's inability or refusal to act, shall perform the duties and exercise
the powers of the Treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

9. Books and Records

 The Corporation shall keep: (a) correct and complete books and records of
account; (b) minutes of the proceedings of the shareholders, Board of Directors and any
committees of directors; and (c) a current list of the directors and officers and their
residence addresses. The Corporation shall also keep at its office in the State of or at the
office of its transfer agent or registrar in the State of
, if any, a record containing the names and addresses of all shareholders,
the number and class of shares held by each and the dates when they respectively
became the owners of record thereof.

The Board of Directors may determine whether and to what extent and at
what times and places and under what conditions and regulations any accounts, books,
records or other documents of the Corporation shall be open to inspection, and no
creditor, security holder or other person shall have any right to inspect any accounts,
books, records or other documents of the Corporation except as conferred by statute or as
so authorized by the Board.

10. Checks, Notes, etc.

All checks and drafts on, and withdrawals from the Corporation's accounts
with banks or other financial institutions, and all bills of exchange, notes and other
instruments for the payment of money, drawn, made, endorsed, or accepted by the
Corporation, shall be signed on its behalf by the person or persons thereunto authorized
by, or pursuant to resolution of, the Board of Directors.

ARTICLE
IV

CERTIFICATES AND TRANSFERS OF

SHARES

1. Forms of Share Certificates

The share of the Corporation shall be represented by certificates, in such

forms as the Board of Directors may prescribe, signed by the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer. The shares may be sealed with the seal of the Corporation or a facsimile
thereof. The signatures of the officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar other than the
Corporation or its employee. In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same effect as if he
were such officer at the date of issue.

Each certificate representing shares issued by the Corporation shall set

forth upon the face or back of the certificate, or shall state that the Corporation will
furnish to any shareholder upon request and without charge, a full statement of the
designation, relative rights, preferences and limitations of the shares of each class of
shares, if more than one, authorized to be issued and the designation, relative rights,
 preferences and limitations of each series of any class of preferred shares authorized to be
issued so far as the same have been fixed, and the authority of the Board of Directors to
designate and fix the relative rights, preferences and limitations of other series.

Each certificate representing shares shall state upon the face thereof:
(a) that the Corporation is formed under the laws of the State of ; (b) the name
of the person or persons to whom issued; and (c) the number and class of shares, and
the designation of the series, if any, which such certificate represents.

2. Transfers of Shares

Shares of the Corporation shall be transferable on the record of

shareholders upon presentment to the Corporation of a transfer agent of a certificate or
certificates representing the shares requested to be transferred, with proper endorsement
on the certificate or on a separate accompanying
 document, together with such evidence of the payment of transfer taxes and compliance
with other provisions of law as the Corporation or its transfer agent may require.

3. Lost, Stolen or Destroyed Share Certificates

No certificate for shares of the Corporation shall be issued in place of any

certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the
extent required by the Board of Directors upon: (a) production of evidence of loss,
destruction or wrongful taking; (b) delivery of a bond indemnifying the Corporation and
its agents against any claim that may be made against it or them on account of the alleged
loss, destruction or wrongful taking of the replaced certificate or the issuance of the new
certificate; (c) payment of the expenses of the Corporation and its agents incurred in
connection with the issuance of the new certificate; and (d) compliance with other such
reasonable requirements as may be imposed.

ARTICLE V

OTHER

MATTERS

1. Corporate Seal

The Board of Directors may adopt a corporate seal, alter such seal at
pleasure, and authorize it to be used by causing it or a facsimile to be affixed or
impressed or reproduced in any other manner.

2. Fiscal Year

The fiscal year of the Corporation shall be the twelve months ending
December 31st, or such other period as may be fixed by the Board of Directors.

3. Amendments

Bylaws of the Corporation may be adopted, amended or repealed by vote

of the holders of the shares at the time entitled to vote in the election of any directors.
Bylaws may also be adopted, amended or repealed by the Board of Directors, but any
bylaws adopted by the Board may be amended or repealed by the shareholders entitled to
vote thereon as herein above provided.

If any bylaw regulating an impending election of directors is adopted,

amended or repealed by the Board of Directors, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the bylaw so adopted, amended
or repealed, together with a concise statement of the changes made.
 DEMAND LETTER

Date:

To:

Dear

We have tried several times to resolve the problems of your past due account, but the
problem continues. Your account remains seriously overdue in the amount of
$ .

This is your final notice. Unless we have your check for

dollars $ within ten (10) days, we shall immediately turn your account
over for collection.

We believe you'll agree that immediate payment is in your best interest as it will
save you added interest and court costs, and help preserve your credit rating.

Very truly,
 COPYRIGHT INFRINGEMENT

Month Day, Year

Sender
Information:
Organization Name
Your Full Name,
Title
Your Contact Email
Address Your Phone & FAX
Recipient Information: Number Your Mailing
Future Quest, Inc. Address
C/O Copyright Agent for Notice of Claims of Copyright City State Zip
Infringement

Sent via: FAX and Postal Mail (or Email etc...)

DMCA Notice of Copyright Infringement
re: [http://example.com (IP 1.23.45.67)]

Dear Future Quest, Inc.

I, [Your Full Name Organization Name & Title], certify under penalty of perjury, that I am an agent
authorized to act on behalf of the owner of certain intellectual property rights.

I have a good faith belief that the items or materials listed below are not authorized by law for use
by the above named domain name owner or their agents and therefore infringes the copyright
owner's rights. I hereby demand that you act expeditiously to remove or disable access to the
material or items claimed to be infringing.

My contact information is as follows:

Organization Name
Your Full Name,
Title
Your Contact Email Address
Your Phone & FAX
Number Your Mailing
Address
City State Zip
 JOINT VENTURE AGREEMENT
This JOINT VENTURE AGREEMENT AGREEMENT is made on ,
20 between and
.

RECITALS
The Joint Venturers have agreed to make contributions to a common fund for the purpose
of acquiring and holding:
called
the business interest. The Joint Venturers consider it advisable to acquire and hold their
business interest through a nominee so as to avoid the necessity of numerous separate
agreements, to maintain the legal title to the business interest in a simple and practicable
form and to facilitate the collection and distribution of the profits accruing under the
business interest, and has agreed to act as nominee of the Joint Venturers with the
understanding that he is also acquiring a participating interest in this joint venture on his
own account, It is therefore agreed:
1. Purpose. The Joint Venturers form this joint venture to acquire and hold the business
interest in common and to provide the finances required for its acquisition. To the extent
set forth in this Agreement, each of the Joint Venturers shall own an undivided
fractional part in the business. The Joint Venturers appoint as their agent ,
whose duty it shall be to hold each of the undivided fractional parts in the business
interest for the benefit of and as agent for the respective Joint Venturers.
2. Contributions. The Agent acknowledges that he has received from each of the Joint
Venturers, for the purpose of this joint venture, the sum set after the name of each
Joint Venturer as follows: Contribution to Name Joint Venture
3. Acquisition of Business Interest. The Agent is authorized to acquire and hold in his
own name, but on behalf of the Joint Venturers (of which the Agent is one), the business
interest, and to pay $ for it as follows: $ in cash, and the balance
of $ by a note in that amount. The note shall bear interest at the rate of %,
shall be due and payable on , with prepayment privileges, and
shall be secured by which the
Agent is authorized to execute and deliver.

4. Profits. The Agent shall hold and distribute the business interest and shall receive the
net profits as they accrue for the term of this Agreement or so long as the Joint
Venturers are the owners in common of the business interest, for the benefit of the Joint
Venturers as follows: Name Proportion

5. Expenses of Venture. All losses and disbursements incurred by the Agent in

acquiring, holding and protecting the business interest and the net profits shall, during the
period of the venture, be paid by the Joint Venturers, on demand of the Agent, in the
ratio
which the contribution of each Joint Venturer bears to the total contributions set forth
in paragraph 2;

6. Liability of Agent. The Agent shall be liable only for his own willful misfeasance and
bad faith and no one not a party to this Agreement shall have any rights whatsoever
under this Agreement against the Agent for any action taken or not taken by him.
7. Term. This Agreement shall terminate and the obligations of the Agent shall be
deemed completed on the happening of either of the following events: (a) The receipt
and distribution by the Agent of the final net profits accruing under the business
interest. (b) Termination by mutual assent of all joint ventures.
8. Compensation of Agent. Unless otherwise agreed to in the future by a majority
in interest of the Joint Venturers, the Agent shall not receive any compensation for
services rendered by him under this Agreement.
In witness whereof the Agent and the Joint Venturers have signed and sealed
this Agreement.
 INTELLECTUAL PROPERTY LICENSE
AGREEMENT
This BRAND LICENSE AGREEMENT (this “Agreement”) is entered into as of March , 2011,
but is made effective between the parties hereto as of (the “Effective Date”) by and
between CNL INTELLECTUAL PROPERTIES, INC., a Florida corporation (“Licensor”)
and CORPORATE CAPITAL TRUST, INC., a Maryland corporation (“CCT”) (CCT and its Controlled
Affiliates (as hereinafter defined) are collectively referred to herein as “Licensee”).

RECITALS

WHEREAS, Licensor is the owner of the name and mark “CNL” and other intellectual property and
proprietary materials that together constitute the brand image by which Licensor is known to the public.
Licensor’s intellectual property and proprietary materials, include, but are not limited to: Licensor’s
proprietary management systems, trade secrets, trade names, corporate names, product names, service marks,
tag lines and descriptors, domain names, designs, typography, color palettes, and copyrightable works,
including but not limited to content of its internet sites, stationery, signage, promotional items, advertising
and marketing materials, trade show booths, sponsorships, events, awards, press releases, quarterly and
annual reports, presentations, photographs, forms, and electronic media as it relates to Licensor and its
Affiliates (the name and mark “CNL” and the other intellectual property and proprietary materials which
together constitute the brand image and language by which Licensor is known to the public are herein
collectively referred to as the “IP Rights”); and

WHEREAS, among the components of the IP Rights are the service marks listed on Appendix A hereto
for the services indicated on Appendix A and the United States service mark registrations and applications for
registration listed on Appendix A (collectively, the “Marks”); and

WHEREAS, CCT wishes to obtain a non-exclusive license to use the IP Rights, including, without
limitation, the Marks, in connection with the promotion of Licensee’s relationship with affiliates of Licensor
in connection with Licensee’s provision of its products and services, and Licensor is willing to grant to
Licensee a non-exclusive license to use the IP Rights, including, without limitation, the Marks for such
purpose, provided that CCT agrees to comply (and cause its Controlled Affiliates to comply) with the terms
and conditions of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties, the parties agree as follows:

I. LICENSE GRANT TO IP RIGHTS

A. Licensor’s Grant to Licensee. To the extent Licensor owns or controls such rights, Licensor grants
to Licensee during the Term of this Agreement a non-exclusive, worldwide license to use the IP Rights,
including, without limitation, the Marks and certain copyrighted works, each only in connection with the
promotion of Licensee’s relationship with Licensor in connection with advertising or promoting Licensee’s
products and services, for use in Regulatory Filings (as herein defined), and for making or having made
Approved Derivative Works (as herein defined). Except as set forth in this Agreement, such license as may
be granted in this Agreement may not be assigned, pledged, encumbered or otherwise transferred by
Licensee, voluntarily or involuntarily, by operation of law or otherwise, without Licensor’s prior written
consent, which consent may be withheld in Licensor’s sole discretion, and any attempt to do so in violation of
this Agreement will be without legal effect and void under this Agreement. To the extent that the IP Rights
licensed hereunder include any trade secrets, Licensee shall not reveal, distribute or otherwise disclose the
trade secrets to any third party.

-1-

B. Consideration for Licenses. For the promises received and given and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, Licensor grants to Licensee the licenses and
rights to the IP Rights and Marks as provided in this Section I. The License shall be considered fully-paid and
there shall be no royalty or other fee due for the license granted to the Licensee herein during the period this
Agreement is in effect as well as for the Transition Period.
 C. Licensee’s Grant to Licensor. To the extent Licensee owns such rights, Licensee grants to Licensor
(as well as Licensor’s affiliates) a non-exclusive, world-wide, irrevocable license to use the Regulatory
Filings (as herein defined) and Approved Derivative Works (as herein defined) and such license shall
include all rights necessary for Licensor or its affiliates to advertise, promote, sell and conduct any of its
business affairs and dealings as they relate to its relationship and this license with Licensee provided such
use by Licensor (or its affiliates) complies with all applicable state and/or federal laws, rules or regulations
(collectively, Licensor’s “Retained Rights”).

II. REGULATORY FILINGS AND RETAINED RIGHTS

A. CCT’s Regulatory Rights and Approved Derivative Works. CCT shall own such rights,
including any intellectual property rights, as may exist, exclusive of any and all rights in the IP Rights or
Marks and subject to Licensor’s Retained Rights, in:
(1) any documents filed by Licensee with any state or Federal regulatory agency or body as well as its
annual and quarterly reports and supplements or corrections thereto (collectively, the “Regulatory
Filings”); and
(2) any advertising and promotional materials that Licensee uses on websites and other works created by
or on behalf of Licensee subject to this License that contain or are derived from the IP Rights or that
use the Marks wherein such works have been approved by Licensor subject to Section IV of this
Agreement (collectively, the “Approved Derivative Works”).

B. Survival of CCT’s Rights. CCT shall continue to own such copyrights in the Regulatory Filings
and Approved Derivative Works after termination of this Intellectual Property License subject to the
continuing obligations relating to the IP Rights including as identified in Sections III and IV.

III. LIMITATIONS AND RIGHTS REVOKED

A. Licensor’s Retention of Rights. Licensor retains all rights in the IP Rights not expressly granted in
the License in this Agreement. Licensee shall not use the designation “CNL” as a part of its identification
including, without limitation, in the name of a newly formed corporation or other entity or the name of a new
product or service without the express, prior written consent of Licensor, which consent may be granted or
denied at Licensor’s discretion. Licensee shall provide a thirty (30)-day written notice and request to Licensor
prior to any planned use of the IP Rights as described in this section and the failure on the part of Licensor to
respond within that thirty (30)-day period shall be presumed to operate as a rejection of such request.

B. No Sublicensing. Licensor does not grant to Licensee, and nothing in this Agreement shall be
construed as granting to Licensee, the right to license, sublicense or authorize others to use the IP Rights or
the Marks other than the right for Licensee to authorize service providers the right to use and copy the IP
Rights solely in connection with providing services to Licensee in connection with Licensee’s products and
services (and in connection with Approved Derivative Works and Regulatory Filings).

-2-

C. Licensor’s Grant of Rights to Third Parties. During the Term of this Agreement, Licensor shall
retain the sole and absolute right to grant other non-exclusive licenses for some or all of the IP Rights,
including the Marks, to other entities not affiliated with Licensee, and Licensor shall retain ownership of the
IP Rights.

IV. QUALITY CONTROL

A. In General. Licensor and its Representatives (as defined herein) shall have the right to oversee
the use of the IP Rights by Licensee.

B. Licensor’s Policies and Standards. Licensee acknowledges that Licensor has provided, or will make
available, to Licensee certain policies and standards necessary for the preservation of the goodwill and
reputation associated with the Marks and the value associated with the IP Rights. (Such collection of policies
and standards as may be amended or supplemented from time to time by Licensor is commonly referred to as
the ‘CNL Brand Manual’, a copy of which has been provided to Licensee.) For the purposes of this
Agreement, the relevant policies and standards as contained in the CNL Brand Manual, together with any
subsequent policies and standards adopted or amended in accordance with this Section IV (B) are collectively
referred to hereinafter as the “Policies & Standards”. Furthermore, Licensee acknowledges that Licensor
shall have the right from time to time in its reasonable discretion, to adopt new Policies & Standards or
amend any existing Policies & Standards, which Licensee shall follow and adhere to in exercise of rights in
the IP Rights hereunder. Licensor shall give written notice to Licensee of any subsequently adopted or
amended Policies & Standards. Any such newly adopted or amended Policies & Standards shall take effect
with respect to this Agreement ninety (90) days from receipt by Licensee.

C. Licensee’s Compliance with Policies & Standards. CCT shall at all times during the Term of this
Agreement comply with, and shall cause each of its Controlled Affiliates as well as any agents, contractors or
consultants providing promotional, marketing, or regulatory filing services to Licensee, at all times during the
Term of this Agreement to comply with the Policies & Standards.

Licensor and Licensee acknowledge and agree that Licensee shall be responsible for any violation of or
failure to comply with the Policies & Standards by any employee, manager, executive, director, contractor or
other agent of Licensee, including, but not limited to, any failure to comply with the Policies & Standards
when creating or having created any Regulatory Filings or Approved Derivative Works. Licensor and
Licensee acknowledge and agree that Licensee shall not be responsible for any violation of or failure to
comply with the Policies & Standards in works created by any employee, manager, executive, director,
contractor, or Affiliate of Licensor (but not to include CNL Fund Advisors Company (the “CCT Advisor”)).

D. Licensee’s Policies. Licensee shall have the right to adopt additional policies and standards
(“Licensee’s Policies”) for the Approved Derivative Works so long as same do not conflict with or contradict
the Policies & Standards or Licensor’s Retainer Rights. If any of Licensee’s Policies conflict with or
contradict any of the Policies & Standards or Licensor’s Retained Rights, Licensee shall promptly discontinue
use of such conflicting Licensee’s Policies to the extent that such Licensee’s Policies are in conflict with the
Policies & Standards or Licensor’s Retained Rights.

-3-

E. Modifications to IP Rights. Except as set forth in the Policies & Standards, Licensee shall not make
or use any modification to any of the IP Rights without the prior express written approval of Licensor,
which approval may not be unreasonably delayed or withheld.

F. Limitations on Licensee’s Use. Licensee will use the Marks and other IP Rights, Approved
Derivative Works and Regulatory Filings, solely in connection with the promotion of Licensee’s relationship
with Licensor, in Licensee’s websites, advertising, promotional and other materials relating to Licensee’s
products and services. Such use of the Marks and other IP Rights by Licensee shall also be consistent with
and shall not be used beyond the scope of the services described on Appendix A (collectively, the
“Services”). Licensee shall add Licensor to all mailing lists and survey lists including, without limitation,
mass mailings and surveys to stockholders, customers, clients, vendors, and others.

G. Provision of Samples. Licensee will provide Licensor with representative samples of any new
materials that use or contain the IP Rights that have been prepared for, in connection with, or related to the
promotion, sale, regulatory activities or performance of Licensee’s products and services at least ten
(10) business days prior to any filing, distribution or use of such new materials should same have been
prepared or made by Licensee or a third-party agent or contractor retained by Licensee (collectively,
“3rd Party Works”). Licensor shall have the right to review and in its reasonable discretion approve or reject
the use or display of the IP Rights as may appear in such 3rd Party Works. Materials to be used for, in
connection with or related to the promotion, sale, regulatory activities or performance of Licensee’s products
and services prepared by an affiliate of Licensor (such affiliate not to include the CCT Advisor) shall be
presumed to be compliant with the Policies & Standards. For materials prepared as Regulatory Filings,
Licensee shall submit to Licensor representative samples of such Regulatory Filings and Licensor shall have
the right to review and in its reasonable discretion approve or reject such use of only the IP Rights as may be
contained or used in the Regulatory Filings. Any item submitted for approval shall be reviewed and either
approved or disapproved within ten (10) business days after submission to Licensor. Once approved, no
further approval from Licensor shall be required for extended promotions, advertising or marketing
campaigns using such approved materials; provided however, that Licensor must approve any changes to the
IP Rights as used in the Regulatory Filings. If Licensee has not received approval or disapproval from
Licensor, and Licensee has contacted the Licensor by telephone, email, or writing to make arrangements for
the review of the items, the submission shall then be deemed approved.

V. OWNERSHIP AND INFRINGEMENT

A. Ownership. Licensee acknowledges and agrees that the IP Rights including, without limitation, the
Marks and the goodwill associated with the IP Rights, are owned by Licensor and are the exclusive
property of Licensor and can be used only with Licensor’s prior written consent as granted through this
License.
Licensee will retain the goodwill in its business apart from the goodwill associated with the use of the Marks
and IP Rights. Licensee further acknowledges and agrees that upon the termination of this Agreement all of
Licensee’s rights in the IP Rights shall cease, and Licensee shall have no interest in or right to use any of the
IP Rights, including, but not limited to, the Policies & Standards, proprietary management systems or any
trade secrets which may have come into the possession of Licensee. Licensee will not in any manner
represent that it owns the IP Rights or any part or component of the IP Rights, and Licensee hereby
acknowledges that its use of the IP Rights shall not create any right, title, or interest in or to the IP Rights in
favor of Licensee, but that all use by Licensee of the IP Rights shall inure to the sole benefit of and be on
behalf of Licensor. Should Licensee use any part or component of the IP Rights or create any expansion of
the Services in violation of this Agreement, Licensee shall execute and deliver to Licensor an assignment of
all rights Licensee might have created in any work, trademark, or other intellectual property right using or
including the IP Rights together with any goodwill associated with the IP Rights for such expansion of the
Services. Licensee further acknowledges and agrees that Licensee will not at any time do, or cause to be
done, any act or thing to contest, oppose, seek to invalidate or in any way impair or intend to impair the
validity or enforceability of any applications, registrations, or rights in or for the IP Rights or any of
Licensor’s exclusive right, title and interest in the IP Rights.

-4-

B. Registrations; Corporate Names. Licensee will not register or apply to register any corporate name,
trademark, copyright, design registrations or any other proprietary rights, in any country, state or other
jurisdiction utilizing any part or component of the IP Rights, except that Licensee may register the copyright
in the Approved Derivative Works or the Regulatory Filings that contain IP Rights subject to the retained
ownership by Licensor of the Marks and IP Rights contained in such Approved Derivative Works or
Regulatory Filings and Retained Rights and all restrictions on such use of the Marks and IP Rights. For the
avoidance of doubt, Licensee may not use the designation “CNL” or any other IP Rights in Licensee’s
corporate name or as an identifier of Licensee or in any manner that may cause the general public to
identify Licensee with Licensor, except to communicate, as necessary or appropriate, that CCT Advisor and
CNL Securities Corp. are service providers to Licensee.

C. Infringement. During the Term of the License, Licensee shall promptly notify Licensor in writing of
any suspected or actual infringement of the Marks as may come to Licensee’s attention. In the event of any
suspected or actual infringement, Licensor has the right, but not the duty, to take any legal action or other
measures to protect the Marks against such infringement. Licensee shall cooperate with Licensor in any such
actions or measures at Licensor’s request and sole expense. In any action brought by Licensor: (a) Licensor
shall retain full control thereof, including the settlement or other disposition of the action; and (b) any
recovery shall be solely for the account of Licensor.

VI. TERM, TERMINATION AND EFFECT OF TERMINATION

A. Term. Unless earlier terminated in accordance with the terms of this Section VI, the term of this
Agreement shall commence on the Effective Date and continue until the termination of that certain Advisory
Agreement dated between CCT and the CCT Advisor.

B. Remedies Upon Breach. Termination of this Agreement shall not excuse any failure to perform or
breach of this Agreement by Licensee or Licensor, and Licensor and Licensee shall each be entitled to all
remedies under this Agreement and at law or equity with respect to such failure or breach.

C. Transition Period. Following notice of the termination of the Advisory Agreement or of this
Agreement, Licensee shall have no greater that one hundred twenty (120) days (such time period being the
“Transition Period”) to cease use of the IP Rights. Notwithstanding anything to the contrary herein, during
the Transition Period, Licensee may continue using the existing materials containing the IP Rights subject to
the terms and conditions of this Agreement. Following the Transition Period, Licensee shall immediately
and permanently discontinue all use of the IP Rights, including, without limitation, the Marks and further
will remove all uses of CNL Names, IP Rights, and Marks from the Approved Derivative Works and any
new or future Regulatory Filings; the Policies & Standards; Licensor’s trade secrets; refrain from using any
other mark, name, design, or any other designation confusingly similar to the designation “CNL”, or any of
the other IP Rights.

-5-

VII. BREACH AND REMEDIES

 A. Notice and Cure Period. If Licensor in good faith determines that 3rd Party Works prepared for or by
Licensee, or the use of IP Rights found in any such works that were not created by any employee, manager,
executive, director, contractor, or Affiliate (but not to include the CCT Advisor) or Licensor and that fail to
comply with any of the Policies & Standards or any other terms and conditions of this Agreement, Licensor
shall give Licensee written notice of such failure and demand that Licensee, within thirty (30) days after the
giving of such notice and demand, correct the failure or cause the failure to be corrected and submit evidence
of such correction satisfactory to Licensor.

B. Injunctive Relief. Licensor and CCT acknowledge and agree that a breach or threatened breach by
CCT, its Controlled Affiliates, or any of their Representatives of any of the terms or conditions contained in
Section I, III, IV, V, VIII or X of this Agreement, will cause immediate and irreparable harm and damage to
the other parties, and that monetary damages will be inadequate to compensate the other party for such
breach. Accordingly, Licensor and CCT agree that Licensor and Licensee shall, in addition to any other
remedies available to them at law or in equity, be entitled, without posting bond or other security, to seek an
injunction from any court of competent jurisdiction enjoining and restraining any breach or threatened
breach of the terms or conditions of this Agreement by CCT, its Controlled Affiliates or Licensor, its
Affiliates; or Representatives of any party.

VIII.INDEMNITY
A. By Licensor.
1) Except to the extent, if any, otherwise expressly provided in this Agreement,
Licensor assumes no liability to Licensee or to third parties with respect to the products and
services advertised and sold by Licensee using the IP Rights.
2) Licensor agrees to indemnify and hold Licensee, its Controlled Affiliates, and their
Representatives harmless from any and all damages, losses, costs, and liabilities (including,
without limitation, reasonable legal fees and the cost of enforcing this indemnity, whether prior to,
during or after trial, on appeal or in bankruptcy proceedings) that it or they may suffer or incur, that
have arisen out of, resulted from or are related to: (1) any breach by Licensor of its representations,
warranties, and covenants set forth in this Agreement or other failure by Licensor to comply with
any of the other terms or conditions of this Agreement that result in material harm to CCT or
Controlled Affiliates; or (2) any disclosure or use of Confidential Information (as defined in
Section X (A)) by Licensor or any of Licensor’s Affiliates or Representatives that is not permitted
under the terms of Section X of this Agreement.

B. By CCT. CCT agrees to indemnify and hold Licensor, its Affiliates, and their Representatives
harmless from any and all damages, losses, costs, and liabilities (including, without limitation, reasonable
legal fees and the cost of enforcing this indemnity, whether prior to, during or after trial, on appeal or in
bankruptcy proceedings) that it or they may suffer or incur, that have arisen out of, resulted from or are
related to: (1) any claims, actions, or lawsuits by third parties against Licensor, its Affiliates, or any of their
Representatives involving or arising from the products and services advertised and sold by Licensee or its use
of IP Rights including without limit in Regulatory Filings by Licensee to the extent not directly attributable
to any fault of Licensor; (2) any disclosure or use of Confidential Information (as defined in Section X
(A) below) by Licensee, or any of Licensee’s Representatives that is not permitted under the terms of Section
X of this Agreement; (3) the failure by Licensee to comply with any of the Policies & Standards; or (4) any
breach by Licensee of its representations, warranties, and covenants set forth in this Agreement, including the
License granted in Section I, hereinabove, or other failure by Licensee to comply with any of the other terms
or conditions of this Agreement, including the License.

-6-

IX. REPRESENTATIONS, WARRANTIES, AND COVENANTS

A. By Licensor. Licensor represents, warrants and covenants that Licensor is a corporation duly
organized and in good standing under the laws of the State of Florida; and that Licensor has full corporate
power and authority, and has taken all corporate actions necessary to enter into this Agreement, to perform
its obligations under this Agreement, and to grant the rights granted under this Agreement, and that this
Agreement constitutes a legal, valid and binding agreement of Licensor, enforceable against Licensor in
accordance with its terms.

B. By CCT. CCT represents, warrants and covenants that CCT is a corporation duly organized and in
good standing under the laws of the State of Maryland; and that CCT has full corporate power and
authority,
and has taken all corporate actions and has obtained all necessary approvals or authorizations from any other
third party and government authority, to enter into this Agreement, to perform its obligations under this
Agreement, and to grant the rights granted under this Agreement, and that this Agreement constitutes a legal,
valid and binding agreement of CCT, enforceable against CCT in accordance with its terms.

X. CONFIDENTIALITY
A. Confidential Information. For purposes of this Agreement: (1) “Confidential Information” means
(a) with respect to Licensor, the Policies & Standards and confidential or proprietary information,
financial or otherwise, about the business, affairs, and assets of Licensor or its Affiliates, and Licensor’s
management strategies, whether or not any such documents, information, or materials are marked
“confidential” or “proprietary”; and (b) with respect to Licensee, confidential or proprietary information,
financial or otherwise, about the business, affairs, and assets of Licensee or its Controlled Affiliates;
(2) “Affiliate” means any entity other than CCT or any of its Controlled Affiliates, that controls, is
controlled by, or is under common control with Licensor; (3) “Controlled Affiliates” means any entity
that is controlled by CCT; (4) the term “control”, including the terms “controlling”, “controlled by”
and “under common control with,” means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a person, whether through the ownership of
voting shares, by contract, or otherwise; (5) “Representative” means the employees, contractors, agents,
directors, officers, legal counsel, accountants and financial advisors of a party; and (6) solely for the
purposes of this Section X, references to a party by name or by reference to “party” shall include its
Controlled Affiliates if the reference is to CCT, and their Representatives unless the context indicates
otherwise.

B. Nondisclosure of Confidential Information. None of Licensee, its Controlled Affiliates, Licensor, its
Affiliates or their Representatives shall disclose or use any Confidential Information that is furnished,
or to be furnished, to any of them by the other parties at any time or in any manner other than as
permitted by this Agreement.

-7-

C. Exceptions. Notwithstanding the prohibition in Section X(B), a party (the “Disclosing Party”) shall
be entitled to disclose Confidential Information about the other parties (the “Non-Disclosing Parties”):
(1) where CCT is the Disclosing Party, to its Controlled Affiliates and its and their Representatives to the
extent necessary to permit CCT, its Controlled Affiliates, and its and their Representatives to produce
Licensee’s products and services and with respect to Licensor, to its Affiliates and its and their
Representatives to perform their obligations hereunder; (2) to the extent such information becomes lawfully
part of the public domain or is obtained from a third-party other than in violation of this or any other
restrictive agreement with the Disclosing Party, its Affiliates or Controlled Affiliates (as applicable) and their
Representatives; (3) as compelled or required by a valid subpoena or other legal mandate; provided, however,
in the event that the Disclosing Party or its Representatives receive such a subpoena or other legal mandate, it
shall provide the Non-Disclosing Parties with prompt written notice of same as far in advance as practicable
of the date the Disclosing Party is required to make such disclosure so that the Non-Disclosing Parties may
seek an appropriate protective order for the Confidential Information or waive compliance with the provisions
of Section X (B); and in the absence of a protective order or the receipt of a waiver hereunder, the Disclosing
Party or any of its Representatives is nonetheless, in the written opinion of such party’s legal counsel, so
compelled to disclose the Confidential Information, such party or its Representative may disclose only that
portion of the Confidential Information that is, based on the written advice of its legal counsel, legally
required to be disclosed; (4) as required by applicable law, rule or regulation, including without limitation, the
rules of any exchange or quotation system on which Licensee’s, its Controlled Affiliates’, Licensor’s, or its
Affiliates’ class or series of equity is listed or quoted for trading, as applicable; (5) as is necessary to enforce
the terms of this Agreement.

D. Obligations Upon Termination. Upon a termination of this Agreement for whatever reason, each
party shall promptly return, in the manner reasonably directed by the other parties, all of the Confidential
Information that has been furnished to it or, alternatively, each party shall promptly destroy copies of all
documents or materials in its possession or control that contain Confidential Information or portions of
Confidential Information of the other parties, in whatever form or medium such copies or portions are
contained, whether tangible, electronic, or otherwise, unless retention of same is required by Federal, state or
other law, rule or regulation; and shall timely furnish to the other parties a written certificate to the reasonable
satisfaction of the other party certifying that such destruction has taken place.
 E. Non-Confidential Information. Notwithstanding the foregoing confidentiality provisions of this
Section X, at no time shall the Regulatory Filings or Approved Derivative Works materials or deliverables
created by Licensee for the purpose of publicly advertising or marketing the products and services of the
Licensee be considered Confidential Information.

XI. DISPUTE RESOLUTION; ARBITRATION

In the event of any dispute or claim between Licensor and Licensee under this Agreement or arising out
of or in connection with the interpretation of or performance under the Policies & Standards, the parties
hereto agree to submit such disputes to binding arbitration before a panel of three (3) arbitrators in accordance
with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration
Association. Said panel of arbitrators shall be composed of one (1) arbitrator selected by each party with the
third arbitrator being selected by the other two (2) arbitrators. The arbitration proceedings shall be undertaken
in as expeditious a manner as possible. The arbitration proceedings shall take place in Orlando, Florida.
Judgment upon any award rendered by the arbitrators shall be entered into any court having competent
jurisdiction without any right of appeal. Each party shall pay its own expenses of arbitration, and the expenses
of the arbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a
majority of the arbitrators any claim or defense was unreasonable, then the arbitrators may assess, as part of
their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’ fees
and costs) and of the arbitrators and the arbitration proceeding.

-8-

XII. GENERAL PROVISIONS

A. Governing Law. This Agreement and all questions of interpretation, construction and enforcement
hereof, and all controversies hereunder shall be governed by the laws of the State of Florida without regard
to conflict of law rules or principles that could result in the application of the laws of any other jurisdiction.

B. Waiver. No waiver of any provision or any default by any party shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver by any party shall be binding unless executed in writing by such party.

C. Binding Effect. This Agreement shall be binding on the parties to this Agreement and their
successors and permitted assigns.

D. Entire Agreement. This Agreement and the Appendices constitute the entire agreement between the
parties pertaining to this subject matter and supersede all prior and contemporaneous agreements,
representations and understandings of the parties.

E. Modification. No supplement, modification or amendment to this Agreement shall be binding

unless executed in writing by each of the parties.

F. Counterpart Signatures. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same instrument.

G. Conflicts. In the event of any conflict between the terms of this Agreement and the Policies
& Standards, this Agreement shall control.

H. Severability. In the event any terms or provision of this Agreement shall be held illegal,
unenforceable or inoperative as a matter of law, the remaining terms and conditions of this Agreement
shall remain in full force and effect if the essential terms and conditions of this Agreement for each party
remain valid, binding and enforceable.

I. Headings. The section headings inserted in this Agreement are for convenience only and are
not intended to affect the meaning or interpretation of this Agreement.

J. Construction. The language in this Agreement will be construed as a whole according to its fair
meaning and no Party will be deemed to be the drafter of this Agreement in any action that may later
arise between the Parties.

-9-

K. Notices. All notices, consents and other communications under this Agreement (other than
Licensor’s transmission of the Policies & Standards) must be given by facsimile; hand delivery; United States
certified mail, return receipt requested, postage prepaid; or by an overnight commercial courier service,
addressed as follows:

If to Licensor: If to Licensee:
CNL Intellectual Properties, Inc Corporate Capital Trust, Inc.
Attention: President Attention: President
CNL Center at City Commons CNL Center II at City Commons
450 South Orange Avenue – 14th Floor 420 South Orange Avenue – 8th Floor
Orlando, Florida 32801-3336 Orlando, Florida 32801
Facsimile: (407) 650-1543 Facsimile: (407) 540-7653

Either party may change its address for purposes of this Section by giving the other party written notice
of the new address in the manner set forth above. Any notice given as set forth in this Section XII will be
effective on the day of hand delivery, two (2) business days after mailing, the next business day if sent by
overnight commercial courier service, or the day of receipt by the other party if given by facsimile letter (or
the next business day if the day of receipt is not a business day).

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective as of the
date first written above.

Licensor: Licensee:

CNL Intellectual Properties, Inc. Corporate Capital Trust, Inc.

By: By:
Name: Name:
Title: Title:

- 10 -

REQUEST FOR REFERENCE

Date:

To:

Re:

The above-named individual has applied for a position with our company and
indicates previous employment with your firm. The information requested below will
help us to evaluate the applicant. We will hold your comments in strict confidence.

Thank you for your cooperation.

Sincerely,

Personnel Department

Please Indicate:

Position With
Your
Firm:

Employed
From Through

Final Salary $ Social Security Number

Please rate the applicant on the basis of his employment with you (good/fair/poor):

Ability Conduct Attitude

Efficiency Attendance Punctuality

What was the reason for termination?

Would you re-hire? . If not, give reason:

Signature and Title

SALES REPRESENTATIVE AGREEMENT

Agreement between (Company)
and (Sales Representative).

Sales Representative agrees to:

1. Represent and sell the Company's products/services in

the geographic area of .

2. Accurately represent and state Company policies to all

potential and present customers.

3. Promptly mail in all leads and orders to the Company.

4. Inform the sales manager of all problems concerning Company

customers within the sales territory.

5. Inform the sales manager if the Sales Representative is

representing, or plans to represent any other business firm. In
no event shall sales representative represent a competitive
company or product line either within or outside the designated
sales area.

6. Telephone the Company with reasonable frequency to discuss

sales activity within the territory.

7. Provide company 30-days' notice should the Representative

intend to terminate this agreement.

8. Return promptly all materials and samples provided by the

Company to the Representative, if either party terminates this
agreement.

the Company Agrees to:

1. Pay the following commissions to the Sales

Representative: (a) percent of all prepaid sales,
except as
stated in (4) below.
(b) percent of all credit sales, except
as stated in (4) below.

2. To negotiate in advance of sale the commissions percentage to

be paid on all orders that the Company allows a quantity
discount or other trade concession.
3. Commissions on refunds to customers or merchandise returned by
the customer in which a commission has already been paid to the
Representative shall be deducted from future commissions to be
paid to the Representative by the Company.

4. Except by special arrangement, the following shall not

be commissioned:

5. To provide the Sales Representative with reasonable quantities of

business cards, brochures, catalogs, and any product smaples
required for sales purposes.

6. To set minimum monthly quotas after consultation with the

Sales Representative.

7. To grant Representative 30-days' notice should the Company wish

to terminate this agreement.

8. To pay commissions to the Representative on sales from

existing customers for a period of ( ) months after this
agreement is terminated by either party.

9. This constitutes the entire agreement.

10. This agreement shall be binding upon the parties and their
successors and assigns.

Signed this day of , 20 .

Company Sales Representative

 CONSUMER LOAN AGREEMENT

1. Parties: The undersigned is , the Borrower,

and the Lender is .

2. Date of Agreement:

3. Promise to Pay: Within months from today, I promise to pay to

lender dollars ($ ), and interest and other charges
stated
below.

4. Responsibility: Although this agreement may be signed below by more than

one person,
I understand that we are each as individuals responsible for paying back the full amount.

5. Breakdown of Loan: This is what I will pay:

1. Amount of Loan: $
2. Other (Describe) $
3. Amount financed: $
(Add 1 and 2)
4. Finance charge: $
5. Total of payments: $
(Add 3 and 4)
ANNUAL PERCENTAGE RATE %

6. Repayment: This is how I will repay: I will repay the amount of

this note in equal uninterrupted monthly installments of $
each on the day of each month starting on the day of ,
19 , and ending on , 19 .

7. Prepayment: I have the right to prepay the whole outstanding amount at any time. If
I do, or if this loan is refinanced-that is, replaced by a new note-you will refund the
unearned finance charge, figured by the Rule of 78-a commonly used formula for
figuring
rebates on installment loans.

8. Late Charge: Any installment not paid within ten (10) days of its due date shall
be subject to a late charge of 5% of the payment, not to exceed $ for any such late
installment.

9. Security: Tp protect lender, I give what is known as a security interest or mortgage

in: (Describe)
 10. Default: If for any reason I fail to make any payment on time, I shall be in default. The
lender can then demand immediate payment of the entire remaining unpaid balance of this
loan, without giving anyone further notice. If I have not paid the full amount of the loan when
the final payment is due, the lender will charge me interest on the unpaid balance at
percent ( %) per year.

11. Right of Offset: If this loan becomes past due, the lender will have the right to pay this
laon from any deposit or security I have with this lender without notice to me. If the lender
gives me an extension of time to pay this loan, I still must repay the entire loan.

12. Collection fees: If this note is placed with an attorney for collection, then I agree to pay
an attorney's fee of fifteen percent (15%) of the unpaid balance. This fee will be added to the
unpaid balance of the loan.

13. Co-borrowers: If I am signing this agreement as a co-borrower, I agree to be equally

responsible with the borrower for this loan.

Agreed To:

Borrower Lender

Borrower