Limited Liability Company Agreement

　　3.5 notwithstanding any provision herein to the contrary, if the notice of proposed transfer specifies a consideration in other than united states money, the company shall have the right to acquire the offered units for the united states money equivalent of the specified consideration. if the notice of proposed transfer specifies any other manner, time, term or condition that cannot be complied with without unreasonable effort, the company shall have the right to acquire the offered units by complying with the reasonable equivalent of the specified manner, time, terms or conditions.

　　3.6 if the notice of proposed transfer specifies that the offered units are to be transferred without full consideration as a gift, the company shall have the right to acquire the offered units at a price per unit equal to their then current value as determined pursuant to 　　article 5. the manner and time at which the purchase and sale of the offered units shall take place shall be determined in accordance with 　　article 5.

　　4. company's purchase of the units upon termination of employment.

　　4.1 the company shall have the right to purchase all or any part of the units and held by the unit holder, upon the terms and conditions provided herein, in the event that (a) the unit holder's fulltime employment with all of company and each of its subsidiary corporations (or other entities) is terminated for any reason (the 'unit holder's departure').

　　4.2 the company may exercise its right to purchase units upon the unit holder's departure by providing written notice of such intention to the unit holder, stating the time, manner, terms and conditions of the repurchase in accordance with this section 4.2. such notice must be given within 60 days following the date of the unit holder's departure. the purchase price for the units that the company elects to purchase shall be the units' then current value as determined pursuant to article 5. the manner and time at which the purchase and sale of the units shall take place shall be determined in accordance with article 5.

　　4.3 the unit holder may retain all of the units with respect to which the

　　right of repurchase has not been exercised. such units shall remain subject to the terms and conditions of this agreement, and the unit holder shall comply with the provisions of article 3 herein prior to any subsequent transfer of such units.

　　4.4 in the event the unit holder delivers a notice of proposed transfer pursuant to section 3.2 within the period in which the company may exercise its right of repurchase under this article 4, the company may elect to make the purchase pursuant to either article 3 or article 4, in the company's sole discretion.