Limited Liability Company Agreement

　　reference is made to that certain unit restriction agreement effective as of _________(m,d,y), by and between aaa holding, inc., ('fff'), aaa llc (the 'company') and _________ (the 'restriction agreement'). as a proposed recipient of certain options covered by said restriction agreement and llc agreement, the undersigned hereby agrees that such units, upon receipt, shall remain subject to all of the terms and conditions of said restriction agreement and llc agreement and all rights and obligations thereunder arising prior to such receipt, and that upon such receipt the undersigned shall be deemed automatically to have accepted all of the terms and conditions of said restriction agreement and llc agreement as therein provided, and that the undersigned shall thereafter be deemed to be a signatory party to said restriction agreement and llc agreement in the position of the unit holder. it is understood that upon execution of the statement of acceptance the same shall be attached to said restriction agreement and llc agreement and shall thereupon form a part thereof without any further action.

　　dated: _________(m,d,y).

　　unit holder

　　_________

　　date: _________

　　exhibit 11.4(d)

　　unit restriction agreement

　　(fff dilutive units pursuant to section 11.4(d) of the 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, a _________(state) limited liability company (the 'company'), and _________ (the

　　'unit holder').

　　recitals:

　　1. effective _________(m,d,y), unit holder was granted an option to acquire _________ common units in the company.

　　2. unit holder has exercised all or a portion of such option.

　　3. 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.