Limited Liability Company Agreement

　　in witness whereof, the parties have executed this agreement to be effective as of the effective date, executed this _________(m,d,y).aaa llc

　　by:_________

　　title:______

　　date:_______

　　aaa

　　holdings, inc.

　　by:_________

　　title:______

　　date:_______

　　optionee

　　____________

　　date _______

　　address:____

　　exhibit a

　　(to unit option agreement)

　　unit restriction agreement

　　(options to acquire fff units pursuant to 11.2 of llc agreement)

　　this unit restriction agreement (the 'agreement') is entered into as of _________(m,d,y), by and between bbb, inc., a _________(state) corporation ('fff'), aaa, llc, and _________ (the 'unit holder').

　　recitals:

　　1. fff was granted an option to acquire _________ common units in aaa, llc, a _________(state) limited liability company (the 'company') pursuant to section 11.2 of the company's limited liability agreement ('llc agreement').

　　2. effective _________(m,d,y), unit holder was granted an option to acquire

　　_________ common shares in fff for $,_________ per common share.

　　3. pursuant to that certain option exchange agreement of even date herewith, fff transferred to unit holder an option ('unit option') to acquire _________ common units in company ('units') in exchange for the transfer by unit holder to fff of his option to acquire _________ common shares of fff.

　　the company desires to impose restrictions in connection with the units acquired by the unit holder upon exercise of the unit option, and unit holder agrees to accept these restrictions.

　　agreement:

　　now, therefore, the parties hereto agree as follows:

　　1. restriction on transfer of units.

　　1.1 unit holder shall not sell, assign, give, pledge, encumber or otherwise transfer (hereinafter, 'transfer') any of the units, or any right or interest therein, or any certificate therefor, now owned or hereafter acquired whether voluntarily, involuntarily or by operation of law, except transfers to permitted transferees as provided in section 2.1 or bona fide transfers subject to and made as provided in article 3 or article 4. any transfer or attempted transfer made in violation of this agreement shall be void and neither fff nor the company shall recognize or give effect to such transfer on its books and records, or recognize the persons or entities to whom such transfer has been made as the legal or beneficial holder of the units or unit option.

　　1.2 no transfer or attempted transfer of any units shall be effective unless such units shall remain subject to the terms and conditions of this agreement and unless and until the proposed transferee, including a permitted transferee as defined in section 2.1, shall accept the terms and conditions of this agreement by executing and delivering to fff a statement of acceptance in the form attached hereto as exhibit a. upon the execution and delivery of the statement of acceptance, the transferee shall thereafter be deemed to be a signatory party to this agreement in the position of the unit holder.