RL Company Agm

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COMPANY AGREEMENT

OF

SENGER CREEK DEVELOPMENT, LLC

October ____, 2006 ____________, 2007

THE MEMBERSHIP INTERESTS DESCRIBED HEREIN HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, THE TEXAS SECURITIES ACT

OR THE SECURITIES LAWS OF ANY OTHER STATE. SUCH MEMBERSHIP

INTERESTS MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER

APPLICABLE SECURITIES LAWS OR EXEMPT FROM SUCH REGISTRATION AND

THE COMPANY MAY REQUIRE SUCH EVIDENCE AS THE COMPANY DEEMSAPPROPRIATE TO CONFIRM THAT ANY PROPOSED TRANSFER COMPLIES WITH

SUCH REQUIREMENTS. THE COMPANY IS NOT OBLIGATED TO REGISTER ANY

OF SUCH MEMBERSHIP INTERESTS OR TO MAINTAIN ANY INFORMATION ABOUT

THE COMPANY PUBLICLY AVAILABLE.


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This Company Agreement is adopted as of October _____, 2006 as the Company Agreement

of SENGER CREEK DEVELOPMENT, LLC, a Texas limited liability company (the

"Company"), by the undersigned initial Manager (as defined below) of the Company named in the

Company's Certificate of Formation, and the undersigned Members (as defined below), pursuant to

the Business Code (as defined below).

ARTICLE I

DEFINITIONS

1.01 Certain Definitions. The following terms shall have the meanings specified below

when used in these Company Agreement unless otherwise expressly specified herein to the contrary:

(a) "Additional Contribution" means the portion of the Agreed Contribution of

a Member to the Company which is in excess of such Member's Initial Contribution, including value

of the cash, property or services contributed to the Company in return for Membership Interest.

(b) "Agreed Contribution" means the sum of a Member's Initial Contribution and

Additional Contributions, if any, which such Member has agreed in writing to make to the Company

as shown in the attached Schedule "1".

(c) "Certificate" means the Certificate of Formation of the Company filed with

the Secretary of State of the State of Texas, as the same may be amended from time to time as

provided in the Business Code and this Company Agreement.

(d) "Authorized Purposes" shall mean the purposes of the Company specified in

the Articles or authorized by a vote of a Majority in Interest of all of the Members in accordance withthe provisions of this Company Agreement.

(e) "Business Code" means the Texas Business Organizations Code, as such

statute may be amended from time to time. All references herein to the Business Code shall include

any corresponding provision or provisions of succeeding law.

(f) "Capital Account" means, with respect to any Member, the account

maintained for such Member in accordance with Section 7.04 of this Company Agreement.

(g) "Capital Contribution" means any Initial Contribution, Additional

Contribution or Optional Contribution to the capital of the Company in cash, property or services

when and as such contribution is actually made to the Company by a Member.

(h) "Distributable Cash" means the amount by which (i) the aggregate amount of

all cash and other current funds on account from time to time held by the Company on hand or in

bank accounts or other temporary investments pending distribution, exceeds (ii) the aggregate

amount of all amounts paid or set aside by the Company for (A) all principal and interest payments

on indebtedness of the Company and all other sums payable to lenders; (B) all cash expenditures


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incurred incident to the normal operations of the Company's business; and (C) such cash reserves

as the Managers deem reasonably necessary to the proper operation of the Company's business.

(i) "Fiscal Year" means the Company's accounting year for accounting and tax

purposes, which shall be the calendar year.

(j) "Initial Contribution" means the initial Capital Contribution to the Company

made by a Member.

(k) "Losses" means, for each Fiscal Year (or portion thereof, as may be

applicable), the losses and deductions of the Company determined in accordance with accounting

principles consistently applied from year to year under the Company's Method of Accounting and

as reported, separately or in the aggregate as appropriate, on the Company's information tax return

filed for federal income tax purposes, plus any expenditures described in Section 705(a)(2)(B) of the

Tax Code.

(l) "Majority" means, with respect to any referenced group of Managers, acombination of any of such Managers constituting more than 50% of the number of Managers of

such referenced group who are then elected and qualified.

(m) "Majority in Interest" means, with respect to any referenced group of

Members, a combination of any of such Members who, in the aggregate, own more than 50% of the

Membership Interest owned by all of such referenced group of Members; provided, however, until

(i) the repayment in full of the Unrecovered Capital Contributions to the Members, (ii)

repayment in full of any loans to the Company from Robert B. Ferguson, Jr. and (iii) the

release of Robert B. Ferguson, Jr., or any affiliate of Mr. Ferguson from the guaranty of any

loans to the Company by third-party lenders, the vote of Robert B. Ferguson, Jr. shall

constitute a Majority in Interest_of the Members..

(n) "Manager" means each individual named as such in the initial Certificate, or

any other person who succeeds such individual in such capacity and any other individual who is

elected to act as a Manager of the Company as provided in this Company Agreement.

(o) "Managers" means all persons at any time then acting in the capacity as a

Manager of the Company (unless reference is made in specific instances to a smaller group of

Managers).

(p) "Member" means each person designated as a Member of the Company on

the attached Schedule"1", any successor to all or any part of any such person's Membership Interest

in the Company who has been duly admitted as a Member of the Company in accordance with this

Company Agreement and any other person admitted as an additional Member of the Company in

accordance with this Company Agreement.


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(q) "Members" means all Members of the Company collectively in their capacity

as Members of the Company (unless reference is made in specific instances to a smaller group of

Members).

(r) "Membership Interest" means the percentage of ownership interest of a

Member of the Company at any particular time. The initial Membership Interest of the initialMembers of the Company are specified in Schedule "1".

(s) "Method of Accounting" shall mean a cash basis method of accounting.

(t) "Optional Contribution" means a Capital Contribution by a Member which

is in addition to such Member's Agreed Contribution.

(u) "Principal Office" means location within the State of Texas as may from time

to time be determined by the Managers and specified by written notice from the Managers to the

Members.

(v) "Profits" means, for each Fiscal Year (or portion thereof, as may be

applicable), the income and gains of the Company determined in accordance with accounting

principles consistently applied from year to year under the Company's Method of Accounting and

as reported, separately or in the aggregate as appropriate, on the Company's information tax return

filed for federal income tax purposes, plus any income described in Section 705(a) (1) (B) of the Tax

Code.

(w) "Registered Agent" means the registered agent for the Company specified in

the Certificate, as such registered agent may be changed from time to time in accordance with the

Business Code.

(x) "Registered Office" means the registered office for the Company specified in

the Certificate, as such registered office may be changed from time to time in accordance with the

Business Code.

(y) "Company Agreement" means this Company Agreement of the Company as

originally adopted and as amended from time to time as herein provided.

(z) "Subscription Agreement" means the Subscription Agreement, if any,

executed by each Member pursuant to which such Member agrees to acquire a Membership Interest

in the Company.

(aa) "Tax Code" means the Internal Revenue Code of 1986, as amended.

(bb) "Tax Matters Partner" means the Manager.


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(dd) "Treasury Company Agreement" means the Company Agreement adopted

from time to time by the U.S. Department of the Treasury under and pursuant to the Tax Code.

(ee) "Unrecovered Capital Contribution" means with respect to any Member, the

total Capital Contribution of such Member, decreased by the amount of any Distributable Cash

received by such Member.

1.02 Additional Definitions. Additional terms which are defined in other provisions of this

Company Agreement shall have the meanings assigned to such terms in such provisions.

1.03 Construction. Whenever the context requires, the gender of all words used in this

Company Agreement includes the masculine, feminine, and neuter. All references to Articles and

Sections refer to articles and sections of this Company Agreement, and all references to Exhibits are

to exhibits attached hereto, each of which is made a part hereof for all purposes.

ARTICLE II

ORGANIZATION

2.01 Formation. The Company has been organized as a Texas limited liability company

by the filing of the Certificate pursuant to the Business Code and the issuance of a Certificate of

Filing for the Company by the Secretary of State of Texas.

2.02 Name. The name of the Company shall be as stated in the Certificate. All Company

business shall be conducted in that name or such other names that comply with applicable laws.

2.03 Registered Office; Registered Agent; Principal Office in United States; Other States.

The Registered Office of the Company required by the Business Code to be maintained in the Stateof Texas shall be the office of the initial Registered Agent named in the Certificate or such other

office (which not need be a place of business of the Company) as the Managers may designate from

time to time in the manner provided by law. The Registered Agent of the Company in the State of

Texas shall be the initial Registered Agent named in the Certificate or such other person as the

Managers may designate from time to time in the manner provided by law. The Principal Office of

the Company in the United States shall be at such place as the Managers may designate from time

to time, which need not be in the State of Texas, and the Company shall maintain records there as

required by the Business Code and shall keep the street address of such principal office at the

Registered Office of the Company in the State of Texas. The Company may have such other offices

as the Managers may designate from time to time.

2.04 Purposes. The purposes of the Company are those set forth in the Certificate.

2.05 Foreign Qualification. Prior to the Company conducting business in any jurisdiction

other than Texas, the Managers shall cause the Company to comply, to the extent procedures are

available and those matters are reasonably within the control of the Managers with all requirements


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necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the

request of the Managers, each Member shall execute, acknowledge, swear to, and deliver all

certificates and other instruments conforming with this Company Agreement that are necessary or

appropriate to qualify, continue and terminate the Company as a foreign limited liability company

and all such jurisdictions in which the Company may conduct business.

2.06 Term. The Company commenced on the date the Secretary of the State of Texas

issued a Certificate of Filing for the Company and shall continue in existence until dissolved in

accordance with the terms hereof.

2.07 No State-Law Partnership. The Members intend that the Company not be a

partnership, including without limitation, a limited partnership or joint venture, and that no Member

or Manager be a partner or joint venturer of any other Member or Manager, for any purposes other

than federal and state tax purposes, and this Company Agreement shall not be construed to suggest

otherwise.

ARTICLE III

MEMBERS

3.01 Place of Meetings of Members. All meetings of the Members shall be held at the

Principal Office of the Company or at such other place within or without the State of Texas as may

be determined by the Managers and set forth in the respective notice or waivers of notice of such

meeting or other written consent of all persons entitled to vote at such meeting.

3.02 Annual Meetings of Members. The annual meeting of the Members for the election

of Managers and the transaction of such other business as may properly come before the meeting,

shall be held at such time and on such date as shall be designated by the Managers from time to timeand stated in the notice of the meeting. Annual meetings of the Members shall be called in the same

manner as provided in this Company Agreement for calling special meetings of the Members, except

that the purposes of such annual meetings need not be stated in the notices of such annual meetings

unless and to the extent otherwise required by applicable law with respect to such annual meetings.

3.03 Special Meetings of Members. Special meetings of the Members may be called by

the Managers or by Members owning, in the aggregate, not less than 20% of the Membership

Interest. Business transacted at all special meetings shall be confined to the purposes stated in the

notices of such meetings.

3.04 Notices of Meetings of Members. Written or printed notice stating the place, date and

time of the meeting and, in the case of special meetings, the purposes or purposes for which such

meeting is called, shall be delivered not less than 10 days nor more than 60 days prior to the date of

such meeting, either personally or by mail, by or at the direction of the Managers or the Members

calling such meeting, to each Member of record entitled to vote at such meeting. If mailed, such

notice shall be deemed to have been delivered when deposited in the United States mail, postage


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prepaid, addressed to the Member at the address of such Member as it appears on the transfer records

of the Company.

3.05 Waiver of Notice. Attendance of a Member at any meeting shall constitute a waiver

of notice of such meeting, except where the Member attends a meeting for the express purpose of

objecting to the transaction of business at such meeting on the ground that such meeting is notlawfully called or convened. Any Member may waive notice of any meeting by signing a written

waiver to such effect before or after such meeting and such waiver shall be effective for all purposes

as satisfying all notice requirements of this Company Agreement or applicable law.

3.06 Quorum of Members. A Majority in Interest of all of the Members shall constitute

a quorum at all meetings of the Members, except as otherwise provided by law or the Certificate.

Once a quorum is present at a meeting of the Members, the subsequent withdrawal from the meeting

of any Member prior to adjournment or the refusal or any Member to vote shall not affect the

presence of a quorum at the meeting. If, however, such quorum shall not be present at any meeting

of the Members, the Members present and entitled to vote at such meeting shall have the power to

adjourn the meeting from time to time, without notice other than announcement at the meeting, untilMembers owning the requisite amount of Membership Interest shall be present or represented.

3.07 Voting at Meetings of Members. At any meeting of the Members at which a quorum

is present, the vote of the Members owning a Majority in Interest of the Members present in person

or by proxy and entitled to vote at such meeting shall be the act of the Members, unless the vote of

a greater percentage of the Membership Interest is required by the Business Code, the Certificate or

this Company Agreement. It is expressly acknowledged and agreed that a vote of the Members

which fails to be decided because of an equal split in the vote of the Members. shall be decided

as follows:

(a)

(b) Thereafter, tThe Members agree to submit the matter in dispute to

mandatory and binding arbitration administered by the American Arbitration

Association. The cost and expense of the arbitration proceeding to be borne by the

Company.

3.08 Voting by Proxy. Each Member shall be authorized to vote by proxy at any meeting

of the Members. Each proxy must be executed in writing by the Member or such Member's duly

authorized attorney-in-fact. No proxy shall be valid more than 11 months after the date of its

execution. Each proxy shall be revocable unless the proxy form states conspicuously that the proxy

is irrevocable and the proxy is coupled with an interest.

3.09 Record Date. For the purpose of determining Members entitled to notice of or to vote

at any meeting of Members or any adjournment thereof, or entitled to receive any distribution by the

Company, or in order to make a determination of Members for any other proper purpose, the

Managers shall fix in advance a date as the record date for any such determination of Members.

Such record date in any case shall not be more than 60 days, and in the case of a meeting of Members


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not less than 10 days, prior to the date on which the particular action requiring such determination

of Members is to be taken. If a determination of Members entitled to vote at any meeting of

Members has been made as provided in this Section 3.09, such determination shall apply to any

adjournment thereof. The transfer books of the Company shall not be closed for the purpose of

making a determination of Members under this Section 3.09.

3.10 List of Members Entitled to Vote. The Managers shall make, at least 10 days before

each meeting of Members, a complete list of the Members entitled to vote at such meeting, or any

adjournment thereof, arranged in alphabetical order by the surnames of the Members, which list shall

contain the address of each such Member and the Membership Interest held by each such Member.

Such list shall, for a period of 10 days prior to such meeting, be kept on file at the Registered Office

of the Company and shall be subject to inspections by any Member at any time during usual business

hours. Such list shall also be produced and kept open at the time and place of the meeting and shall

be subject to inspection of any Member during the whole time of the meeting. The failure to comply

with the provisions of this Section 3.10, however, shall not affect the validity of any action taken at

any such meeting of the Members.

3.11 Members of Record. The Company shall be entitled to treat the holder of record of

any Membership Interest as the holder in fact of such Membership Interest for all purposes.

Accordingly, the Company shall not be bound to recognize any equitable or other claim to or interest

in any Membership Interest on the part of any other person which is not reflected on the transfer

records of the Company, whether or not it shall have actual or other notice of such claim or interest,

except as expressly provided to the contrary by this Company Agreement or applicable law.

3.12 Actions by Members Without a Meeting. Any action required by the Business Code

or this Company Agreement to be taken by the Members at a meeting may be taken by the Members

without a meeting, without prior notice and without a vote, if a written consent or consents, setting

forth the action so taken, shall be signed by Members having not less than the minimum number ofvotes which would be necessary to take such action at a meeting at which all Members entitled to

vote on the action were present and voted.

3.13 Meetings by Conference Telephone. Subject to the provisions of this Company

Agreement regarding notice and waiver thereof, annual and special meetings of the Members may

be conducted by conference telephone call or other electronic means allowing all Members present

at such meeting to communicate among themselves.

ARTICLE IV

RIGHTS AND DUTIES OF MANAGERS

4.01 Management Powers of Managers. The powers of the Company shall be exercised

by or under the authority of, and the business and affairs of the Company shall be managed under,

its designated Manager or Managers. In addition to the powers and authorities expressly conferred

by this Company Agreement upon the Managers, the Managers may exercise all such powers of the


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Company and do all such lawful acts and things as are not directed or required to be exercised or

done by the Members by the Business Code, the Certificate or this Company Agreement, including,

but not limited to, contracting for or incurring debts, liabilities and other obligations on behalf of

the Company for Authorized Purposes. Notwithstanding the above, the Managers shall not take

any action, create any obligation or expend any sum for or on behalf of the Company or any Member

with respect to the matters set forth below unless and until a Majority in Interest of the Membershave approved the undertaking of such act, the creation of such obligation or the expenditure of such

sum in writing. Those items ("Major Decision") requiring written approval are as follows:

(a) The sale, mortgaging, or encumbering of any asset of the Company;

(b) The determination of whether or not the distributions of monies and/or assets

should be made to the Members;

(d) The making of any expenditure or incurring of any obligation by the Company

involving a sum of more than $5,000.00 for any transaction, or group or related transactions, except

for expenditures or obligations incurred pursuant to any contract or other agreement previouslyapproved by the Members;

(e) Binding the Company to any agreement not customary in the ordinary course

of business;

(f) Deciding who shall be the signatory party or parties on the Company's bank

accounts; and

(g) Any other decision or action which may have a major impact on the business

of the Company and any decision or action which by virtue of the provisions of this Company

Agreement is required to be approved by all Members.

4.02 Number of Managers. The number of Managers shall not be less than 1 nor more

than 3, as may be determined by the Members from time to time, but no decrease in the number of

Managers shall have the effect of shortening the term of any incumbent Manager.

4.03 Qualification of Managers. Managers need not be residents of the State of Texas.

Managers need not be Members of the Company.

4.04 Election of Managers. At the first annual meeting of the Members and at each annual

meeting thereafter, the Members shall elect the authorized number of Managers to hold office until

the next succeeding annual meeting. Unless removed in accordance with this Company Agreement,

each Manager shall hold office for the terms for which such Manager is elected and until such

Manager's successor shall be elected and qualified.

4.05 Removal of Managers. All or any lesser number of the Managers may be removed

by the Members, with or without cause, at a special meeting of the Members called for such purpose.


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Any such removal shall be effective immediately, regardless of whether a successor Manager is

elected simultaneously.

4.06 Vacancies. Except as otherwise provided below, any vacancy occurring in the

Managers may be filled by the affirmative vote of a majority of the remaining Managers though less

than a quorum of the Managers and any Manager elected to fill such a vacancy shall be elected forthe unexpired term of such Manager's predecessor in office; provided, however, that any such

vacancy which has not previously been filled by the remaining Managers may be filled by vote of

the Members at any special meeting of the Members called for such purpose. Any vacancy in the

Managers resulting from an increase in the authorized number of Managers shall be filled by vote

of the Members at an annual meeting or a special meeting called for such purpose. Any vacancy in

the Managers resulting from the removal of a Manager shall be filled by vote of the Members at an

annual meeting or a special meeting called for such purpose and need not be made concurrently with

such removal.

4.07 Place of Meetings of Managers. All meetings of the Managers may be held either

within or without the State of Texas.

4.08 Annual Meetings of Managers. The annual meeting of the Managers shall be held,

without further notice, immediately following the annual meeting of Members, and at the same

place, or at such other time and place as shall be fixed with the written consent of all of the

Managers.

4.09 Regular Meetings of Managers. Regular meetings of the Managers may be held

without notice at such time and place either within or without the State of Texas as shall from time

to time be determined by the Managers.

4.10 Special Meetings of Managers. Special meetings of the Managers may be called byany Manager on not less than 3 days' notice to each Manager, either personally or by mail, telephone,

telegram or facsimile transmission.

4.11 Notices and Waivers of Notice. Neither the business to be transacted at, nor the

purpose of, any regular or special meeting of the Managers need be specified in the notice or waiver

of notice of such meeting. Attendance of a Manager at any meeting shall constitute a waiver of

notice of such meeting, except where the Manager attends a meeting for the express purpose of

objecting to the transaction of business at such meeting on the ground that such meeting is not

lawfully called or convened. Any Manager may waive notice of any meeting by signing a written

waiver to such effect before or after such meeting and such waiver shall be effective for all purposes

as satisfying all notice requirements of this Company Agreement or applicable law.

4.12 Quorum of Managers. At all meetings of the Managers, the presence of a Majority

of the Managers shall be necessary and sufficient to constitute a quorum for the transaction of all

business unless a greater number is required by law. If a quorum shall not be present at any meeting


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of the Managers, the Managers present at the meeting may adjourn the meeting from time to time,

without notice other than announcement at the meeting, until a quorum shall be present.

4.13 Voting at Meetings of Managers. The act of a Majority of the Managers present at

a meeting at which a quorum is present shall be the act of the Managers, except as otherwise

provided by law.

4.14 Compensation of Managers. Managers, as such, shall not receive any stated salary

for their services, but shall receive such compensation for their services as may be from time to time

approved by vote of the Members at an annual meeting or a special meeting called for such purpose.

Nothing in this Company Agreement shall be construed to preclude any Manager from serving the

Company in any other capacity and receiving compensation for such purposes.

4.15 Committees of Managers. The Managers may designate from among the Managers

one or more committees, each of which shall be comprised of one or more Managers, and may

designate one or more of the Managers as alternate members of any committee, who may, subject

to any limitations imposed by the Managers, replace absent or disqualified Managers at any meetingof that committee. Any such committee shall have and may exercise all of the authority of the

Managers to the extent delegated by the Managers to such committee subject to the limitations on

such delegation set forth in the Business Code.

4.16 Contracts and Obligations. Debts liabilities and other obligations may be incurred,

and contracts and other instruments may be executed, on behalf of the Company for any Authorized

Purpose by any Manager only if, when and as such action is authorized by the affirmative vote of a

Majority of the Managers present at any meeting at which there is a quorum.

4.17 Actions by Managers Without a Meeting. Any action required by the Business Code

or this Company Agreement to be taken by the Managers at a meeting may be taken by the Managerswithout a meeting, without prior notice and without a vote, if a written consent or consents, setting

forth the action so taken, shall be signed by Managers having not less than the minimum number of

votes which would be necessary to take such action at a meeting at which all Managers entitled to

vote on the action were present and voted.

4.18 Meetings by Conference Telephone. Subject to the provisions of this Company

Agreement regarding notice and waiver thereof, annual and special meetings of the Managers may

be conducted by conference telephone call or other electronic means allowing all Managers present

at such meeting to communicate among themselves.


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such other powers and perform such other duties as are delegated to them by the President and as the

Managers shall prescribe.

5.07 Secretary. The Secretary shall attend all meetings of the Managers and all meetings

of the Members and record all the proceedings of such meetings in a book to be kept for that

purpose, and he shall perform like duties for the standing committees when required. He shall give,or cause to be given, notice of all meetings of the Members and special meetings of the Managers,

and he shall perform such other duties as may be prescribed by the Managers and President, under

whose supervision he shall be.

5.08 Assistant Secretaries. The Assistant Secretaries, in the order of their seniority, unless

otherwise determined by the Managers, shall, in the absence or disability of the Secretary, perform

the duties and have the authority and exercise the powers of the Secretary. They shall perform such

other duties and have such other powers as the Managers may from time to time prescribe or as the

President may from time to time delegate.

5.09 Treasurer. The Treasurer shall:

(a) have the custody of the funds and securities of the Company and shall keep

full and accurate accounts of receipts and disbursements in books belonging to the Company, and

in addition, he shall deposit all moneys and other valuable effects in the name and to the credit of

the Company in such depositories as may be designated by the Managers.

(b) disburse the funds of the Company as may be ordered by the Managers, taking

proper vouchers for such disbursements, and he shall render to the President and the Managers, at

the regular meeting of the Managers, or when the Managers so require, an account of all his

transactions as Treasurer and of the financial condition of the Company.

(c) if required by the Managers, give the Company a bond in such sum and with

such surety or sureties as shall be satisfactory to the Managers for the faithful performance of the

duties of this office and for the restoration to the Company, in case of his death, resignation,

retirement or removal from office, of all books, papers, vouchers, money and other property of

whatever kind in his possession or under his control belonging to the Company.

(d) perform such other duties and have such other authority and powers as the

Managers may from time to time prescribe or as the President may from time to time delegate.

ARTICLE VI

OFFICERS' AND MANAGERS' SERVICES,

CONFLICTING INTERESTS AND INDEMNIFICATION

6.01 Services. No Manager and, unless otherwise determined by the Managers, no officer

of the Company shall be required to devote his time or any particular portion of his time or render


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services or any particular services exclusively to the Company. Subject to each and every Manager's

duty of loyalty and fiduciary duty to the Company, each and every Manager and, unless otherwise

determined by the Managers, each and every officer of the Company shall be entirely free to engage,

participate and invest in any and all such businesses, enterprises and activities, either similar or

dissimilar to the business, enterprises and activities of the Company, without breach of duty to the

Company or to its Members and without accountability or liability to the Company or to its Membersin any event or under any circumstances or conditions. Subject to each and every Manager's duty

of loyalty and fiduciary duty to the Company, each and every Manager and, unless otherwise

determined by the Managers, each and every officer of the Company shall, respectively, be entirely

free to act for, serve and represent any other company or companies, entity or entities, and any person

or persons, in any capacity or capacities, and be or become a director or officer, or both, of any other

company or companies, entity or entities, irrespective of whether or not the business, purposes,

enterprises and activities, or any of them, thereof be similar or dissimilar to the business, purposes,

enterprises and activities, or any of them, of the Company, without breach of duty to the Company

or to its Members and without accountability or liability of any character or description to the

Company or to its Members in any event or under any circumstances or conditions.

6.02 Managers' and Officers' Interests in Contracts. No contract or other transaction

between the Company and one or more of its Managers or officers, or between the Company and any

firm or partnership of which one or more of its Managers or officers are members or employees or

in which they are otherwise interested, or between the Company and any other company or

association or other entity in which one or more of the Managers or officers of the Company are

shareholders, members, managers, officers or employees or in which they are otherwise interested,

shall be void or voidable by reason of or as a result of such connection with or holding an office or

offices as a Manager or officer of the Company or such interest in or in connection with such other

firm, partnership, company, association or other entity, notwithstanding the presence of such

Manager or Managers, officer or officers, at the meeting of the Managers of the Company which acts

upon or in reference to any such contract or other transaction, and notwithstanding his or their participation in such action, if (a) the fact of such interest shall be disclosed or known to the

Managers and the Managers shall authorize, approve or ratify such contract or other transaction by

a vote of a majority of the Managers present, such interested Manager or Managers to be counted

in determining whether a quorum is present, but not to be counted in calculating the majority

necessary to carry such vote, or if (b) the fact of such interest shall be disclosed or known to the

Members, and the Members either by written consent or by vote of holders of record of a majority

of all the outstanding Membership Interest entitled to vote, shall authorize, approve or ratify such

contract or other transaction; nor shall any Manager or officer be responsible to, or liable to account

to the Company for any profits realized by or from or through any such contract or other transaction

of the Company so authorized, ratified or approved, by reason of such interest or his being or having

been a Manager or officer, or both, of the Company. Nothing herein contained shall create

responsibility or liability in or in connection with any such event or events or prevent the

authorization, ratification or approval of such contracts or other transactions in any other manner

permitted by law or by statute. This Section shall not be construed to invalidate any contract or other

transaction which would otherwise be valid under the common or statutory law applicable thereto.


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6.03 Non-Liability of Managers and Officers in Certain Cases. No Manager or officer or

member of the executive committee or any other committee shall be liable for his acts as such if he

is excused from liability under any present or future provision or provisions of the Business Code,

as applicable, or the Certificate; and, in addition, to the fullest extent now or hereafter permitted by

the Business Code, as applicable, each officer or Manager or member of any committee shall, in the

discharge of any duty imposed or power conferred upon him by the Company, be fully protected if,in the exercise of ordinary care, he acted in good faith and in reliance upon the statements, valuations

or information referred to in the Business Code, as applicable, now or as hereafter amended.

6.04 Indemnification of Managers and Officers. The Company shall indemnify its

Managers, officers, employees and agents to the fullest extent permitted by the Business Code, as

applicable, now or as hereafter amended, or any other applicable laws as may from time to time be

in effect. In addition, the Company shall pay expenses incurred by such persons in defending a civil

or criminal action, suit or proceeding in advance of the final disposition of such action, suit or

proceeding, where the requirements imposed by the Business Code, as applicable, now or as

hereafter amended, are met. The Company's obligation to indemnify and to prepay expenses under

this Section shall arise, and all rights granted to the Managers, officers, employees or agentshereunder, shall vest, at the time of the occurrence of the transaction or event to which such action,

suit or proceeding relates, or at the time that the action or conduct to which such action, suit or

proceeding is first threatened, commenced or completed. Notwithstanding any other provision of

this Company Agreement, or the Certificate, no action taken by the Company, either by amendment

of the Certificate or otherwise, shall diminish or adversely affect any rights to indemnification or

prepayment of expenses granted under this section which shall have become vested as aforesaid prior

to the date that such amendment or other action is taken. Further, if any provision of this Section

shall be held to be invalid or unenforceable, the validity and enforceability of the remaining

provisions shall not in any way be affected or impaired.

6.05 Insurance. The Managers shall have, in their discretion, the power to purchase andmaintain insurance or another arrangement on behalf of any person who is or was a Manager, officer,

employee or agent of the Company, or is or was serving at the request of the Company as a director,

officer, employee or agent of another company, partnership, joint venture, trust or other enterprise

against any liability asserted against him and incurred by him in any such capacity or arising out of

his status as such, whether or not the Company would have the power to indemnify him against such

liability under the provisions of the Business Code, as applicable, the Certificate or this Company

Agreement. If the insurance or other arrangement is with a person or entity that is not regularly

engaged in the business of providing insurance coverage, the insurance or arrangement may provide

for payment of a liability with respect to which the Company would not have the power to indemnify

the person only if including coverage for the additional liability has been approved by the Members

of the Company. Without limiting the power of the Company to procure or maintain any kind of

insurance or other arrangement, the Managers may, for the benefit of persons indemnified by the

Company (a) create a trust fund, (b) establish any form of self-insurance, (c) secure the indemnity

obligation by grant of a security interest or other lien on the assets of the Company, or (d) establish

a letter of credit, guaranty or surety arrangement. The insurance or other arrangement may be

procured, maintained or established within the Company or with any insurer or other person deemed


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appropriate by the Managers regardless of whether all or part of the stock or other securities of the

insurer or other person are owned in whole or in part by the Company. In the absence of fraud, the

judgment of the Managers as to the terms and conditions of the insurance or other arrangement and

the identity of the insurer or other person participating in the arrangement shall be conclusive and

the insurance or arrangement shall not be voidable and shall not subject the Managers approving the

insurance or arrangement to liability, on any ground, regardless of whether Managers participatingin the approval are beneficiaries of the insurance or arrangement.

ARTICLE VII

CONTRIBUTIONS TO CAPITAL

7.01 Initial Contributions. Concurrently with the adoption of this Company Agreement,

each Member shall contribute cash to the capital of the Company in the amount of the Initial

Contribution of such Member as set forth in Schedule "1" which is attached hereto. Such cash

amount shall be the Initial Contribution of each such Member and, upon the payment of such Initial

Contribution each such Member shall receive such Member's Membership Interest as set forth inSchedule "1".

7.02 Additional Contributions. Each Member shall additionally contribute cash to the

capital of the Company in the amount of the Additional Contributions, if any, set forth in Schedule

"1". The obligation of each Member to complete the payment of such Member's Additional

Contributions to the Company is a personal recourse obligation which is enforceable by the

Company against such Member and the successors and assigns of such Member in the manner

prescribed by the Business Code or as otherwise permitted by law, all of which remedies shall be

cumulative and not exclusive.

7.03 Optional Contributions. If, at any time, the revenues and other funds available to theCompany are not adequate to meet its obligations, then the Managers shall request the Members to

approve a Call for Optional Contributions (herein so called) in the amount of the funds required to

defray such deficiency. Upon the approval of such Call for Optional Contributions by a Majority

in Interest of all of the Members, then the Managers shall promptly request each Member in writing

to make an Optional Contribution to the Company in the amount of such Member's prorata share of

such Call for Optional Contributions, determined in accordance with the Members' respective

Membership Interest. Each such Optional Contribution shall be due and payable within 10 days after

the Managers give the Members such notice. The obligation of each Member to make an Optional

Contribution to the Company which is required and authorized in the manner herein prescribed shall

be a nonrecourse obligation which is enforceable only against the Membership Interest of the

Member failing to make such Optional Contribution by means of a forced sale of such Membership

Interest (the "Offered Interest") in consideration of the payment to the Company of an aggregate

amount equal to the defaulted Optional Contribution either (i) prorata (or as they may otherwise

agree) to the Members who have agreed to make their prorata portions of such Call for Optional

Contributions; or (ii) to the extent that any portion of such Offered Interest is not purchased by such


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other Members, then to one or more purchasers who are not then Members as may be designated by

the Managers.

7.04 Maintenance of Capital Accounts. A separate Capital Account shall be established

and maintained for each Member and shall be increased and decreased in accordance with the

following provisions:

(a) Each Member's Capital Account will be increased by (i) the amount of money

contributed by such Member to the Company; (ii) the fair market value of any property contributed

by such Member to the Company; (iii) the amount of any liabilities of the Company that are assumed

by the Member or that are secured by any property distributed by the Company to the Member; and

(iv) the amount of Profits allocated to such Member.

(b) Each Member's Capital Account will be decreased by (i) the amount of money

distributed to such Member by the Company; (ii) the fair market value of any property distributed

to such Member by the Company; (iii) the amount of any liabilities of such Member that are assumed

by the Company or that are secured by any property contributed by such Member to the Company;and (iv) the amount of Losses allocated to such Member.

7.05 Company Loan. If any Member (the "Non-Advancing Member") fails to contribute

to the Company an Optional Contribution which he or it is obligated hereunder to contribute, then

any other Member (the "Advancing Member") may, at his or its election (without any obligation to

do so) advance to the Company an additional amount equal to the Non-Advancing Member's

proportionate part (or portion thereof) of the required funds which the Non-Advancing Member

failed to contribute. Thereupon, the Advancing Member may, at his or its option, elect to treat the

entire amount advanced by him or it (including both such Advancing Member's own Proportionate

share of the funds required plus the amount contributed by it to provide for the sum not contributed

by the Non-Advancing Member) as a loan from the Advancing Member to the Company ("CompanyLoan"). Each such Company Loan shall bear the interest at the maximum rate permitted by law at

the applicable time and shall be payable on or before 30 days after the date of the making of such

Company Loan. Until full payment of such Company Loan and all interest thereon, all distributions

of Distributable Cash shall, notwithstanding any other provision thereof, be applied first upon the

accrued interest and then upon the principal of such Company Loan. If any Company Loan is not

paid in full upon its maturity, then at the election of the Advancing Member, the Membership

Interest of the Non-Advancing Member (including, without limitation, the credit balance, if any, in

the capital account of such Non-Advancing Member and all other rights of the Non-Advancing

Member under this Agreement) shall be transferred to the Advancing Member, and such transfer

shall be deemed to be full payment and discharge of the Company Loan made by the Advancing

Member. The Members recognize that each Member, in entering into this Agreement, is relying on

the undertaking of the other Member to make Additional Contributions, if needed; the damages

which might be incurred by a Member as a result of the failure of the other Member to fulfill his

obligation to make such Additional Contributions would be difficult to ascertain at the present time,

and the transfer of such Non-Advancing Company's Membership Interest and other rights, as

aforesaid, would constitute a reasonable estimate of the damages which would be likely to be


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incurred by the Advancing Member, in the event of such default by the Non-Advancing Member.

The foregoing provision shall in no way be construed to limit any rights or remedies either party may

have against the other.

7.06 Compliance with Code and Treasury Company Agreement. The Members intend that

the terms of this Company Agreement regarding the computation and maintenance of the CapitalAccounts of the Members shall comply in all respects with the provisions of Section 704(b) of the

Tax Code and Treasury Company Agreement Section 1.704-l(b)(2)(iv) and applicable provisions of

succeeding law or Company Agreement. The Company shall make such adjustments as may from

time to time be necessary in order to effectuate the intent of the Members with respect to such

compliance.

7.07 Effect of Transfers. In the event of a permitted sale or other disposition of a

Membership Interest in the Company, the Capital Account of the transferor shall become the Capital

Account of the transferee to the extent such Capital Account relates to the transferred portion of the

Membership Interest.

7.08 No Interest on Contributions. No Member shall be entitled to receive any interest on

such Member's Capital Contributions to the Company.

7.09 No Withdrawal of Contributions. No Member shall have the right to withdraw all

or any part of such Member's Capital Contribution or to receive any return on or of any part of such

Member's Capital Contribution, except as may otherwise be specified in this Company Agreement.

7.10 No Priority. Except as may be specifically provided in Article VIII below, no Member

shall have priority over any other Member, either as to the return of Capital Contributions or as to

Profits, Losses or distributions; provided, however, that this Section shall not apply to loans which

a Member has made to the Company with the approval of the Managers and a Majority in Interestof all of the Members.

7.11 Negative Capital Accounts. No Member shall at any time have any liability to the

Company or the other Members for any negative balance in such Capital Accounts except to the

extent that such negative balance arose as the result of distributions in violation of this Company

Agreement or applicable law.

7.12 Limited Liability of Members. No Member shall be liable for the debts, obligations

or liabilities of the Company beyond such Member's Agreed Contributions to the Company. No

Member shall be required to make any Capital Contribution or loan to the Company beyond the

amount of such Member's Agreed Contribution.


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ARTICLE VIII

ALLOCATIONS AND DISTRIBUTIONS

8.01 Allocations of Profits and Losses. The Profits and Losses of the Company for each

Fiscal Year (or portion thereof) shall be allocated among the Members in proportion to theirrespective Membership Interest in the Company. Any credit available for federal income tax

purposes shall be allocated among the Members in the same manner.

8.02 Interim Distributions. Interim distributions of Distributable Cash shall be made, not

less often than annually and at such other times as shall be determined by the Managers, by the

Company to the Members prorata in accordance with their respective Membership Interest.

8.03 Distributions on Withdrawal. A Member who has completed the payment of such

Member's Agreed Contribution to the Company and who thereafter withdraws from the Company,

and any other Member who withdraws from the Company with the consent of a Majority in Interest

of the remaining Members, shall receive an amount equal to the book value of such Member'sMembership Interest in the Company, determined as of the end of the Fiscal Year next preceding the

effective date of such withdrawal. Such amount shall be paid by the Company to such Member in

cash without interest within 1 year after the effective date of such withdrawal.

8.04 Distributions on Termination. Upon the dissolution and winding-up of the Company,

its assets shall be distributed in the manner prescribed in Section 11.04.

8.05 Limitation on Distributions. Any other provision hereof to the contrary

notwithstanding, no interim distribution, withdrawal distribution or termination distribution to any

Member shall be declared and paid unless, after the distribution is made, the fair market value of the

assets of the Company is in excess of all liabilities of the Company other than liabilities to theMembers on account of their Capital Contributions.

8.06 Distributions in Kind. Regardless of the form of a Member's Capital Contribution

to the Company, such Member shall not be entitled to demand or receive a distribution from the

Company in any form other than cash.

ARTICLE IX

ACCOUNTING AND TAX MATTERS

9.01 Books and Records. At the expense of the Company, the Managers shall maintain

full and complete books and records of the operations and expenditures of the Company at the

Principal Office of the Company. Such books and records shall include, without limitation, the

following:


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(a) A current list that states the name and mailing address of each Member and

the Membership Interest in the Company owned by each such Member;

(b) Copies of the federal, state and local information or income tax returns for

each of the Company's six most recent tax years;

(c) A copy of the Certificate and this Company Agreement, together with all

amendments or restatements thereof, executed copies of any powers of attorney and copies of any

document that creates, in the manner provided by the Certificate or this Company Agreement, if any,

classes or groups of Members;

(d) Unless contained in the Certificate or this Company Agreement, a written

statement of the following:

(1) The amount of the cash Capital Contribution and a description

and statement of the agreed value of any other Capital Contribution made by each

Member, and the amount of the cash Additional Contribution and a description andstatement of the agreed value of any other Additional Contribution that the Member

has agreed to make in the future;

(2) The times at which Additional Contributions are to be made or

events requiring Additional Contributions to be made;

(3) The events requiring the Company to be dissolved and its affairs

wound up; and

(4) The date on which each Member in the Company became a

Member; and

(e) Correct and complete books and records of account of the Company

maintained in accordance with its Method of Accounting.

9.02 Review of Books and Records. A Member or an assignee of a Membership Interest,

on written request stating the purpose, may examine and copy, in person or by the Member's or

assignee's representative, at any reasonable time, for any proper purpose, and at the Member's

expense, records required to be kept under this Article and other information regarding the business,

affairs and financial condition of the Company as is just and reasonable for the person to examine

and copy. On the written request by any Member or an assignee of a Membership Interest made to

the Company at its principal office, the Company shall provide to the requesting Member or assignee

without charge, true copies of: (i) the Certificate and Company Agreement and all amendments and

restatements; and (ii) any of the tax returns required to be kept pursuant to this Company Agreement.

9.03 Tax Returns. The Managers shall cause the timely preparation and filing of all tax

returns required to be filed by the Company pursuant to the Tax Code and all other tax returns


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deemed necessary and required in each jurisdiction in which the Company does business. Copies of

such returns, or pertinent information therefrom, shall be furnished to the Members within 75 days

after the end of each Fiscal Year of the Company.

9.04 Tax Elections. All tax elections permitted to be made by the Company under federal,

state or local laws shall be made by the Managers with the consent of a Majority in Interest of all ofthe Members.

9.05 Tax Matters Partner. To the full extent permitted by the Tax Code and/or other

applicable law, the Members hereby designate the Tax Matters Partner as the "Tax Matters Partner"

as that term is defined in Section 6231(a)(7) of the Tax Code. The Tax Matters Partner shall be

authorized to represent the Company and the Members in any administrative or judicial proceeding

involving the federal income tax liabilities of the Members resulting from the activities of the

Company. Costs and expenses incurred by the Tax Matters Partner in connection with any such

proceeding, including without limitation legal and accounting fees and expenses, shall be borne by

the Company.

ARTICLE X

TRANSFERS OF MEMBERSHIP INTEREST

10.01 Transfers in General. Except as expressly provided in the Certificate or this Company

Agreement, no Member shall have the right to sell, transfer or assign all or any portion of such

Member's Membership Interest in the Company, without the prior written consent of a Majority

Interest of the other Members.

10.02 Tax Restrictions on Transfers. Any other provision hereof to the contrary

notwithstanding, no Member shall sell, transfer or assign any portion of such Member's MembershipInterest without the prior written consent of all of the other Members if such sale, transfer or

assignment:

(a) Would, when added to the total of all other sales, transfers or assignments of

Membership Interest effected within the preceding 12 months, result in the Company being

considered to have terminated for federal income tax purposes within the meaning of Section 708

of the Tax Code; or

(b) Would otherwise cause the Company to lose its status as a partnership for federal

income tax purposes.

10.03 Securities Restrictions on Transfer. The Membership Interest have been acquired for

investment and have not been registered under the Securities Act of 1933, as amended (the "1933

Act"), or any state securities laws and may not be transferred in violation of the 1933 Act or any

applicable state securities law or any rule or regulation promulgated thereunder. Consequently, any

other provision hereof to the contrary notwithstanding, no Membership Interest may at any time be


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sold, pledged or otherwise transferred until and unless either (i) such Membership Interest has been

registered under the 1933 Act and all applicable state securities laws; or (ii) the Company has been

provided with an opinion of counsel satisfactory to the Company in all respects that such registration

is not required for such sale, pledge or other transfer. It is not anticipated that the Company will, and

the Company shall at no time be obligated to, register any of the Membership Interest under the 1933

Act or any state securities laws or maintain any information regarding the Company publiclyavailable for purposes of any provisions of 1933 Act or any state securities laws or any rule or

regulation promulgated thereunder.

10.04 Termination of Member's Membership. Upon the death, retirement, resignation,

expulsion, bankruptcy, legal incapacity or dissolution of a Member or the occurrence of any other

event (other than an assignment as herein provided) which terminates the continued membership in

the Company of a Member, the liquidator, personal representative, trustee, receiver or other

representative of the estate of such Member shall have all the rights of a Member for purposes of

settling or managing such estate and such power as the Member possessed to assign all or any part

of such Member's Membership Interest and to join with the assignee in satisfying conditions

precedent to such assignee's becoming a substituted Member. The death, retirement, resignation,expulsion, bankruptcy, legal incapacity or dissolution of a Member or the occurrence of any other

event which terminates the continued membership in the Company of a Member shall dissolve the

Company except as otherwise provided in Section 11.01(c) hereof.

10.05 Assignment Procedures. Subject to the foregoing restrictions, all or part of a

Member's Membership Interest (the "Assigned Interest") may be transferred by such assigning

Member (the "Assignor") to the assignee (the "Assignee") named in a written instrument of

assignment (the "Assignment") in form and substance satisfactory to the Company and which

otherwise complies with the provisions of this Company Agreement. An Assignment shall be duly

executed and acknowledged by the Assignor and the Assignee (or their respective personal

representatives or authorized agents) and shall contain (i) an agreement by the Assignee to be boundby all the terms of this Company Agreement and (ii) a representation by the Assignor and the

assignee that such transfer has been made in compliance with the 1933 Act and all applicable state

securities laws. The Assignment DELETE [] UNLESS REQUESTED[, together with original

certificate evidencing such Membership Interest properly endorsed or accompanied by proper

evidence of succession, Assignment, or authority to transfer,] shall be delivered to the Company and

shall be accompanied by such evidences of authority, such assurances of genuineness and

effectiveness, such consents, approvals or waivers of governmental or other authorities and such

other documentation as may reasonably be required by the Company. Such Assignment and other

documentation shall be accompanied by a payment to the Company of such amount as shall be

reasonably required as reimbursement by the Company for its costs and expenses paid or incurred

in connection with such Assignment. Any such Assignment shall be effective, as to the Company,

as of the later of (i) the effective date specified in such Assignment; or (ii) the date on which such

Assignment has been determined by the Company to conform to the requirements of this Company

Agreement and has been duly recorded in the books of the Company. [Upon compliance of all

requirements, the Company shall issue a new certificate or certificates to the person or persons

entitled thereto, cancel the old certificate, and record the transaction upon the books.]


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10.06 Effect of Assignment. No Assignment shall entitle the Assignee to become, or to

exercise the rights or powers of, a Member of the Company until and unless the requirements of this

Article have been satisfied. Whether or not an Assignee becomes a Member of the Company, the

Assignor shall not be released from the Assignor's liability to the Company with respect to the

Assigned Interest. Until and unless an Assignee becomes a Member in accordance with this Article,

the Assignor will continue to be a Member with respect to the Assigned Interest and will continueto have the power to exercise any rights or powers of a Member with respect to such Assigned

Interest, except to the extent that such rights or powers are assigned; provided, however, that the

assignment of such rights or powers shall, except as otherwise expressly provided herein to the

contrary, be binding only as between the Assignor and the Assignee and the Company may continue

to rely on the exercise of such rights and powers by the Assignor as to the Assigned Interest until and

unless the Assignee becomes a Member in the manner herein prescribed with respect to the Assigned

Interest. Except as otherwise provided in the preceding sentence, an Assignor who has assigned all

of such Assignor's Membership Interest shall cease to be a Member of the Company.

10.07 Rights of Assignees. An Assignee who has not become a Member shall be entitled,

from and after the date of the Assignment, to receive distributions from the Company with respectto the Assigned Interest from and, for any proper purpose, to require reasonable information on

account from the Company and to make reasonable inspections of the Company's books and records.

10.08 Admission of Assignees as Member. No Assignor shall have the right to substitute

an Assignee as a Member with respect to any Assigned Interest. Any such Assignee may be admitted

as a Member of the Company with respect to the Assigned Interest only with the prior written

consent of a Majority in Interest of the other Members, which consent may be granted or withheld

in the sole discretion of such other Members. The foregoing provisions to the contrary

notwithstanding, however, any Assignee who was a Member prior to and at the time of any

Assignment shall automatically be entitled to exercise the rights of a Member with respect to the

Assigned Interest without any further action on the part of the other Members.

10.09 Admission of New Members. Any person may become a Member by purchasing a

new Membership Interest from the Company on such terms and conditions as shall have been

approved by the Managers and a Majority in Interest of all of the other Members.

10.10 Withdrawal of Members. Any Member may withdraw or resign as a Member of the

Company by giving not less than 90 days' prior written notice of such withdrawal or resignation to

the Company; provided, however, that any Member who has not completed the payment of such

Member's Agreed Contribution to the Company may not withdraw or resign as a Member of the

Company without the prior written consent of a Majority in Interest of the other Members of the

Company, which consent may be granted or withheld in the sole discretion of such other Members.


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ARTICLE XI

DISSOLUTION AND TERMINATION

11.01 Causes of Dissolution. The Company shall be dissolved upon the earliest to occur of

the following events:

(a) The expiration of the Term, if any, of the Company;

(b) Upon the election to dissolve the Company by a Majority in Interest of all of

the Members;

(c) Upon the death, retirement, resignation, expulsion, bankruptcy, legal

incapacity or dissolution of any Member, or the occurrence of any other event which terminates the

membership in the Company of any Member, unless there is at least 1 remaining Member and the

business of the Company is continued by the consent of a Majority in Interest of the remaining

Members within 90 days after the occurrence of such event; or

(d) The entry of a final decree of judicial dissolution of the Company under

Business Code.

11.02 Effect of Dissolution. Upon the dissolution of the Company, the Company shall cease

to carry on its business, except insofar as may be necessary for the winding up thereof, and the assets

of the Company shall be liquidated as herein provided. Dissolution of the Company shall be effective

as of the day on which the event occurs which results in such dissolution, but the Company shall not

terminate until there has been a winding-up of the Company's business and affairs and the assets of

the Company have been liquidated and distributed as herein provided. Upon the dissolution of the

Company, the Company shall cause written notice of its intention to dissolve to be mailed to eachknown creditor of and claimant against the Company in the manner required by the Business Code.

11.03 Winding Up Procedures. Upon the dissolution of the Company, the Company shall

proceed to collect its assets; convey and dispose of such of its properties as are not to be distributed

in kind to the Members; pay, satisfy and discharge its liabilities, or make adequate provision for

payment and discharge thereof; and do all other acts required to liquidate its business and affairs. The

Managers may cause any part or all of the assets of the Company to be sold in such manner as the

Managers shall determine in an effort to obtain the best prices for such assets; provided, however,

that the Managers shall be authorized to distribute assets of the Company in kind to the Members

to the extent the Managers determine that such action would be in the best interest of the Members.

11.04 Distribution of Assets Upon Dissolution. In settling the accounts of the Company

after its dissolution, the assets of the Company shall be applied and distributed in the following order

of priority:


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(a) First, to the extent otherwise permitted by law, and in accordance with the

priorities, if any, established by applicable law, to creditors in satisfaction of liabilities of the

Company, including liabilities of the Company to Members who are creditors (other than for

distributions and Capital Contributions), whether by payment or establishment of reserves; provided,

however, that if the property and assets of the Company are not sufficient to satisfy or discharge all

of the Company's liabilities and obligations, the Company shall apply its property and assets so faras they will go to the just and equitable payment of its liabilities and obligations;

(b) Second, to the Members, amounts due and unpaid with respect to distributions

to which such Members have previously become entitled.

(c) Third, an amount equal to the then remaining positive balances, if any, in the

Capital Accounts of the Members shall be distributed to the Members in proportion to the amounts

of such positive balances; and

(d) Fourth, any remaining amount shall be distributed to and among the Members

prorata in accordance with their respective Membership Interest.

11.05 Distributions in Kind. If any assets of the Company are distributed in kind, such

assets shall be distributed to the Members entitled thereto as tenants in common in the same

proportions as the Members would have been entitled to cash distributions if such property had been

sold for cash and the net proceeds thereof distributed to the Member. In the event that distributions

in kind are made to the Members upon dissolution and liquidation of the Company, the Capital

Account balances of such Members shall be adjusted to reflect the Members' allocable share of gain

or loss which would have resulted if the distributed property had been sold at its fair market value.

11.06 Articles of Dissolution. When all liabilities and obligations of the Company have

been paid or discharged, or adequate provision has been made therefor, or in case its property andassets are not sufficient to satisfy and discharge all the Company's liabilities and obligations, then

when all the property and assets of the Company have been applied so far as they will go to the just

and equitable payment of the Company's liabilities and obligations, and all of the remaining property

and assets of the Company have been distributed to its Members according to their respective rights

and interests, then Articles of Dissolution shall be executed on behalf of the Company by the

Managers or an authorized Member and shall be filed with the Secretary of State of the State of

Texas, and the Managers and the Members shall execute, acknowledge and file any and all other

instruments necessary or appropriate to reflect the dissolution and termination of the Company.


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ARTICLE XIII

MISCELLANEOUS PROVISIONS

13.01 Notices. Any notice, demand, or communication required or permitted to be given

by any provision of this Company Agreement shall be made in writing, sent by (personal delivery,or (b) expedited delivery service with proof of delivery, or (c) United States mail, postage prepaid,

registered or certified mail, return receipt requested, or (d) facsimile (provided that such facsimile

is confirmed by expedited delivery service or by mail in the manner previously described), addressed

to the addressee at such party's address set forth herein, or to such other address as such party may

specify by written notice, sent in accordance with this paragraph at least 30 days prior to the date of

the giving of such notice. Any such notice or communication shall be deemed to have been given

and received either at the time of personal delivery, or in the case of mail, as of the date 3 days after

deposit in an official depository of the United States mail, or in the case of either delivery service,

or facsimile, upon receipt. To the extent actual receipt is required, rejection, or other refusal to

accept or the inability to deliver because of changed address of which no notice was received shall

be deemed to be receipt of the notice, demand, request or other communication sent.

13.02 Governing Law. This Company Agreement and the construction, interpretation and

application thereof, shall be governed exclusively by the Business Code and other applicable laws

of the State of Texas.

13.03 No Partition Action. No Member (or former Member) shall have any right to

maintain any action for partition with respect to the property of the Company or with respect to any

assets distributed to the Members in kind as tenants in common upon the dissolution of the

Company.

13.04 Captions and Headings. The captions and headings used in this Company Agreementare for convenience of reference only and shall not be taken into account in construing the meaning

and/or intent of this Company Agreement.

13.05 Certificate of Amendment. The Certificate may be amended, supplemented or

restated only by written consent of a Majority in Interest of all of the Members. Upon obtaining the

approval of any such amendment, supplement or restatement as to the Certificate, the Managers shall

cause Certificate of Amendment to be prepared, executed and filed in accordance with the Business

Code.

13.06 Amendment of Company Agreement. Except as herein otherwise expressly provided,

this Company Agreement may be amended, supplemented or restated only by written consent of a

Majority in Interest of all of the Members.

13.07 Entire Agreement; Supersedure. This Company Agreement constitutes the entire

agreement of the Members relating to the Company and supersedes all prior contracts or agreements

with respect to the Company, whether oral or written.


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IN WITNESS WHEREOF, following adoption of this Company Agreement by the Managers,

the Members have executed this Company Agreement as of the date first set forth above.

MANAGER:

JAMES GILBERT, Manager

MEMBERS SIGNATURE PAGES TO FOLLOW


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MEMBER SIGNATURE PAGE TO THE COMPANY AGREEMENT OF


IN WITNESS WHEREOF, the Member identified below has executed this Signature Page

to the Company Agreement of SENGER CREEK DEVELOPMENT, LLC, a Texas limitedliability company (the "Company"), and hereby agrees to be bound by all of its terms, provisions,

representations, and warranties.

NAME: ROBERT B. FERGUSON, JR.

ADDRESS:

TELEPHONE NUMBER:

MEMBERSHIP INTEREST: 50%

SIGNATURE:

ROBERT B. FERGUSON, JR.

SPOUSAL CONSENT

The undersigned spouse of the above-named individual member of the Company has read,

understands and agrees with the terms of the Company Agreement. The undersigned is aware that,

by its provisions, his/her spouse agrees to sell his/her spouse's interest in the Company as designated

more fully in the Company Agreement, including such spouse's community property or other

interests therein, upon such spouse's bankruptcy or default under the Company Agreement, and has

otherwise restricted the transfer of such spouse's community property or other interest therein duringhis/her lifetime. The undersigned hereby consents to each and every such sale and restriction, and

approves all of the provisions of the Company Agreement. The undersigned further hereby

designates and appoints his/her spouse as the undersigned's lawful agent and attorney-in-fact, which

appointment is coupled with an interest and is hereby made irrevocable, for purposes of making all

decisions, negotiating, executing, and delivering all instruments and documents, and taking whatever

actions as such spouse, in such spouse's discretion, deems necessary or desirable in connection with

the business or affairs of the Company (however, without the right to modify or amend this Spousal

Consent without the undersigned's prior approval).

SPOUSE SIGNATURE:

Print Name:


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to the Company Agreement ofSENGER CREEK DEVELOPMENT, LLC, a Texas limited

liability company (the "Company"), and hereby agrees to be bound by all of its terms, provisions,representations, and warranties.

NAME: CLAY MOORE

ADDRESS:

TELEPHONE NUMBER:

MEMBERSHIP INTEREST: 16-2/3%

SIGNATURE:CLAY MOORE

SPOUSAL CONSENT






otherwise restricted the transfer of such spouse's community property or other interest therein during

his/her lifetime. The undersigned hereby consents to each and every such sale and restriction, andapproves all of the provisions of the Company Agreement. The undersigned further hereby







SPOUSE SIGNATURE:

Print Name:


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NAME: TRENTON TORREGROSSA

ADDRESS:

TELEPHONE NUMBER:


SIGNATURE:TRENTON TORREGROSSA

SPOUSAL CONSENT














SPOUSE SIGNATURE:

Print Name:


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NAME: JAMES GILBERT

ADDRESS:

TELEPHONE NUMBER:


SIGNATURE:JAMES GILBERT

SPOUSAL CONSENT














SPOUSE SIGNATURE:

Print Name:


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SCHEDULE "1"

NAMES, AGREED CONTRIBUTIONS AND

MEMBERSHIP INTEREST OF MEMBERS

Agreed Membership

Names Contribution Interest

Robert B. Ferguson $500.00 50%

Clay Moore $162.33 16-2/3%

Trenton Torregrossa $162.33 16-2/3%

James Gilbert $162.33 16-2/3%

RL Company Agm

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Transcript of RL Company Agm