Limited Liability Company Agreement[页108]

agreement and exercising the unit option. unit holder hereby agrees to all

terms and conditions of the llc agreement. unit holder further acknowledges and agrees that in the event of a reorganization (as defined in the llc agreement), unit holders' shares in the successor corporation (as defined in the llc agreement) shall be subject to the same transfer restrictions contained herein to which the unit holder's units are subject, until such time that this agreement is terminated pursuant to section 7 hereof.

10. modification.

10.1 this agreement may only be altered or amended by a written instrument signed by fff and the unit holder setting forth such changes.

11. costs of enforcement.

11.1 in any action at law or in equity to enforce any of the provisions or rights under this agreement, the unsuccessful party of such litigation, as determined by any court of competent jurisdiction in a final judgment or decree, shall pay the successful party or parties all costs, expenses and reasonable attorneys' fees incurred therein by such party or parties (including without limitation such costs, expenses and fees on any appeals), and if such successful party shall recover judgment in any action or proceeding, such costs, expenses and attorneys' fees shall be included as part of the judgment.

12. severability.

12.1 the invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof.

13. entire agreement; counterparts; headings.

13.1 this agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. this agreement may be executed in counterparts, all of which shall be deemed to be one and the same instrument, and it shall be sufficient for each party to have executed at least one, but not necessarily the same, counterpart. the headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement in any way. this agreement has been negotiated by the respective parties hereto and the language hereof shall not be construed for or against any party.

14. assignment.

14.1 this agreement shall be binding upon the parties and their respective legal representatives, beneficiaries, successors and assigns.

15. governing law.

15.1 this agreement and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the state of _________(state), without regard to the conflicts of laws principles of such state.