Limited Liability Company Agreement

　　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.

　　1.3 notwithstanding anything to the contrary in this agreement, any units or options to acquire units which are forfeited by unit holder (pursuant to the terms of any plan, or option grant or other agreement or option) shall be forfeited to fff.

　　2. permitted transfers.

　　2.1 the unit holder shall have the right to transfer all or any part of the units to the following transferees (the 'permitted transferees'), subject to the requirements of section 1.2 above: (a) a trust established for the sole benefit of the unit holder or any of the unit holder's spouse, children or grandchildren; and (b) the personal representatives, beneficiaries or estate of the unit holder upon the unit holder's death, whether transferred by will or intestacy.

　　3. fff's right of first refusal.

　　3.1 fff shall have the right of first refusal, as hereinafter provided, with respect to any proposed transfer of units by the unit holder, except transfers to permitted transferees.

　　3.2 except with respect to transfers of the units to permitted transferees, the unit holder shall, 60 days prior to a proposed transfer of the units, deliver written notice to fff stating the number of units and the interest therein proposed to be transferred (the 'offered units'), the name of the proposed transferee(s) and the manner, time, terms and conditions of the proposed transfer. fff shall, for a period of 60 days following such notice, have an irrevocable option to purchase all or part of the offered units in accordance with the manner, time, terms and conditions specified in the notice of proposed transfer.

　　3.3 fff may elect to exercise its option to purchase all or part of the offered units by giving written notice to the unit holder of such intention within the 60 day period following fff's receipt of unit holder's notice of

　　proposed transfer. upon receipt of such notice, the unit holder shall be bound to transfer the offered units subject to such notice to fff, free and clear of all liens and encumbrances, and in accordance with the terms set forth in the notice of proposed transfer.