Limited Liability Company Agreement

　　(c) the gross asset value of any company asset distributed to any equity owner shall be adjusted to equal the gross fair market value of such asset on the date of distribution as determined by an independent appraiser selected by the manager or by agreement of the members holding not less 90% of all voting interests; and

　　(d) the gross asset values of company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to section 734(b) or section 743(b) of the code, but only to the extent that such adjustments are taken into account in determining capital accounts pursuant to regulation section 1.7041(b)(2)(iv)(m) and section 8.3 and subparagraph (e) under the definition of profits and losses; provided, however, that gross asset values shall not be adjusted pursuant to this subparagraph (d) of this definition to the extent that the manager determines that an adjustment pursuant to subparagraph (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d).

　　if the gross asset value of an asset has been determined or adjusted pursuant to subparagraph (a), (b) or (d) of this definition, then such gross asset value shall thereafter be adjusted by the depreciation taken into account with respect to such asset for purposes of computing profits and losses.

　　1.26 holders. holders is defined in section 10.5(a).

　　1.27 ipo. ipo shall mean an initial public offering of company common stock which shall: (a) be effected by means of a firmcommitment underwriting managed by one or more nationally recognized investment banking firms; (b) be registered with the securities and exchange commission under the securities act; (c) involve the listing of the company common stock on any national securities exchange; and (d) raise gross proceeds to company which result in a 'total valuation' of the company immediately after the ipo of $75,000,000 or more. for purposes of this definition, 'total valuation' shall be (i) the initial price per share of the company's common stock offered to the public times the total number of shares of the company's common stock outstanding immediately after the closing of the offering, plus (ii) the fair market value (as determined in good faith by the manager) of any outstanding securities of the company which are not common stock.

　　1.28 intellectual property rights. intellectual property rights shall mean any (i) patents, patent applications, patent disclosures and all related continuation, continuationinpart, divisional, reissue, reexamination, utility model, certificate of invention and design patents, design patent applications, design registrations and applications for design registrations, and mask work rights, (ii) trademarks, tradenames, service marks, trade dress, logos, and registrations and applications for registration thereof, (iii) copyrights and registrations and applications for registration thereof, (iv) trade secrets and confidential business information (whether patentable or unpatentable and whether or not reduced to practice), knowhow, manufacturing and production processes and techniques, research and development information, and copyrightable works, (v) other proprietary rights relating to any of the foregoing, and (vi) copies and tangible embodiments thereof.