OF

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OPERATING AGREEMENT

BIOAGRA LLC

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ARTICLE I
FORMATION, NAME, AND DEFINITIONS

Section 1.01. Formation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.03. Registered Office and Agent for Service of Process. . . . . . . . . . . . 1
Section 1.04. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.05. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II
ORGANIZATIONAL MATTERS

Section 2.01. Principal Place of Business . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.02. Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.03. No Partnership Intended for Non-Tax Purposes. . . . . . . . . . . . . . . 2
Section 2.04. Manager-Managed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.05. Powers of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.06. Other Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE III
CAPITALIZATION OF THE COMPANY

Section 3.01. Capital Contributions and Interests of Members. . . . . . . . . . . . . . 3
Section 3.02. Payment of Capital Contributions. . . . . . . . . . . . . . . . . . . . . 3
Section 3.03. Capital Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.04. Capital Account of Substituted Member . . . . . . . . . . . . . . . . . . 5
Section 3.05. Interest on Capital Contributions . . . . . . . . . . . . . . . . . . . . 5
Section 3.06. Third-Party Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.07. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.08. Withdrawal or Return of Capital Contributions . . . . . . . . . . . . . . 5
Section 3.09. Liability for Contributions . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE IV
DISTRIBUTIONS

Section 4.01. Monthly Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.02. Prorations on Assignment. . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.03. Priority of Distributions . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.04. Limitations on Distributions. . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE V
ALLOCATIONS

Section 5.01. General Allocation of Profits . . . . . . . . . . . . . . . . . . . . . . 7
Section 5.02. General Allocation of Losses. . . . . . . . . . . . . . . . . . . . . . . 7
Section 5.03. Regulatory and Curative Allocations . . . . . . . . . . . . . . . . . . . 7
Section 5.04. Prorations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE VI
FINANCIAL RECORDS, INSURANCE, LIABILITY OF MEMBERS, AND COMPANY
PROPERTY

Section 6.01. Books, Records, and Tax Returns . . . . . . . . . . . . . . . . . . . . . 8
Section 6.02. Records and Inspection Rights of Members. . . . . . . . . . . . . . . . . 8
Section 6.03. Tax Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 6.04. Tax Matters Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 6.05. Accounts; Investing Company Assets. . . . . . . . . . . . . . . . . . . . 9
Section 6.06. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 6.07. Commingling of Company Assets . . . . . . . . . . . . . . . . . . . . . . 9
Section 6.08. Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 6.09. Operating Budget. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE VII
BOARD OF MANAGERS; MANAGEMENT

Section 7.01. Board of Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7.02. Elections of Managers; Voting Interest. . . . . . . . . . . . . . . . . . 10
Section 7.03. Resignations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7.04. Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7.05. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7.06. Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.07. Meetings; Telephonic Meeting. . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.08. Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.09. Unanimous Vote or Consent . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.10. Meeting Not Required For Action . . . . . . . . . . . . . . . . . . . . . 11
Section 7.11. Reliance on Authority by Third Parties. . . . . . . . . . . . . . . . . . 11
Section 7.12. Managers' Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.13. Restrictions on Authority . . . . . . . . . . . . . . . . . . . . . . . . 13

Section 7.14. Liabilities of Any Member, Manager or Officer . . . . . . . . . . . . . . 13
Section 7.15. Competing Activities of Members, Managers and Officers. . . . . . . . . . 13
Section 7.16. Company Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 7.17. Reimbursement of Expenses . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 7.18. Transactions with any Member, Manager, Officer or Affiliates. . . . . . . 14
Section 7.19. Duties of the Managers and Officers . . . . . . . . . . . . . . . . . . . 14
Section 7.20. Members Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VIII
ADMISSIONS, WITHDRAWALS, ASSIGNMENTS AND DISSOCIATION

Section 8.01. Admission and Withdrawal of Members . . . . . . . . . . . . . . . . . . . 15
Section 8.02. Withdrawal of a Member. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.03. Assignment of Member's Interest . . . . . . . . . . . . . . . . . . . . . 17
Section 8.04. Restrictions on Consent to Assignment And Substitution of Members . . . . 19
Section 8.05. Effect of Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 8.06. Dissociation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE IX
DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COMPANY

Section 9.01. Event of Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 9.02. Notice, Publication and Filing. . . . . . . . . . . . . . . . . . . . . . 20
Section 9.03. Liquidation and Termination . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE X
ACCOUNTING ON DISSOLUTION AND LIQUIDATION

Section 10.01. Winding Up and Liquidating Distributions. . . . . . . . . . . . . . . . . 21
Section 10.02. Allocation of Profit and Loss . . . . . . . . . . . . . . . . . . . . . . 22
Section 10.03. Distribution of Installment Notes . . . . . . . . . . . . . . . . . . . . 22
Section 10.04. No Right to Particular Assets . . . . . . . . . . . . . . . . . . . . . . 22
Section 10.05. Certificate of Termination. . . . . . . . . . . . . . . . . . . . . . . . 22
Section 10.06. Effect of Filing Certificate of Termination . . . . . . . . . . . . . . . 22

ARTICLE XI
MEETINGS AND ACTION BY MEMBERS

Section 11.01. Annual and Special Meetings . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.02. Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.03. Location of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . 23

iii

Section 11.04. Telephonic Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.05. Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.06. Members Entitled to Vote. . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.07. Unanimous Vote or Consent . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.08. Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 11.09. Meeting Not Required For Action . . . . . . . . . . . . . . . . . . . . . 24
Section 11.10. Appointment of the Managers as Attorney-in-Fact . . . . . . . . . . . . . 24

ARTICLE XII
OFFICER PROVISIONS

Section 12.01. Number, Title and Qualifications. . . . . . . . . . . . . . . . . . . . . 25
Section 12.02. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.03. Initial Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.04. Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.05. President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.06. Executive Vice President. . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.07. Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.08. Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12.09. Assistant Treasurers and Assistant Secretaries. . . . . . . . . . . . . . 27
Section 12.10. Additional Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 12.11. Compensation of Officers. . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 12.12. Resignation and Removal . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 12.13. Vacancies; Incapacity . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 12.14. Duties to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE XIII
AMENDMENTS AND GENERAL PROVISIONS

Section 13.01. Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 13.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 13.03. Waiver of Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 13.04. Member's Representations. . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 13.05. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 13.06. Attorney Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 13.07. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . 29

Section 13.08. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 13.09. Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 13.10. Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 13.11. Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.12. Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.13. Creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.14. Counterparts; Facsimile . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.15. Sole and Absolute Discretion. . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.16. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.17. Construction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
APPENDIX ONE TO OPERATING AGREEMENT OF BIOAGRA LLC. . . . . . . . . . . . . . . . . . . . 1
APPENDIX TWO TO OPERATING AGREEMENT OF BIOAGRA LLC. . . . . . . . . . . . . . . . . . . . 1

OPERATING AGREEMENT
OF
BIOAGRA LLC

This Operating Agreement is entered into as of AUGUST 15, 2005 (the
"EFFECTIVE DATE"), by and among NANOPIERCE TECHNOLOGIES, INC. ("NANOPIERCE"),
XACT RESOURCES INTERNATIONAL, INC. ("XACT"), each as a Member, any other Persons
who have executed this Agreement or a counterpart hereof as a Member, or have
become Members pursuant to the terms of this Agreement (the "MEMBERS" or the
"PARTIES"), all of which are listed on APPENDIX TWO annexed hereto and made a
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part hereof, as may be amended from time to time.

RECITALS:

WHEREAS, the Company has been formed as a limited liability company known
as BioAgra LLC (the "COMPANY"), pursuant to the Georgia Limited Liability
Company Act, as amended from time to time, and any successor to such statute
(the "ACT") by filing articles of organization with the Georgia Secretary of
State on December 8, 2004;

WHEREAS, the Parties desire to adopt this Operating Agreement for the
Company;

NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth in this Agreement, and of other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:

ARTICLE I

FORMATION, NAME, AND DEFINITIONS

SECTION 1.01. FORMATION. The Company was organized as a Georgia limited
liability company effective upon the filing of articles of organization
("ARTICLES OF ORGANIZATION") with the Georgia Secretary of State. All actions
of the Organizer in filing the Articles of Organization of the Company are
accepted and ratified by the execution of this Agreement and the Organizer is
hereby discharged from any and all further duties in or respecting the Company.
The Parties shall file or cause to be filed any amendments to the Articles of
Organization that are necessary to reflect the terms of this Agreement.

SECTION 1.02. NAME. The name of the Company is BioAgra LLC. The words
"Limited Liability Company," "LLC" or similar words or letters shall be included
in the Company's name where necessary for the purposes of complying with the
laws of any jurisdiction that so requires. The name of the Company may be
changed only upon the approval of the Managers.

SECTION 1.03. REGISTERED OFFICE AND AGENT FOR SERVICE OF PROCESS. The
registered agent for the service of process and the registered office shall be
that Person and location reflected in the form prescribed by the Georgia
Secretary of State and required to be filed with the Articles of Organization in
the office of the Georgia Secretary of State. The Managers may,

from time to time, change the registered agent or office through appropriate
filings with the Georgia Secretary of State.

SECTION 1.04. DEFINITIONS. Capitalized terms used in this Agreement
(including exhibits, schedules and amendments) shall have the respective
meanings set forth in APPENDIX ONE or in the Section of this Agreement referred
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to in APPENDIX ONE, except as otherwise expressly indicated or limited by the
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context in which they appear in this Agreement. All terms defined in this
Agreement in the singular have the same meanings when used in the plural and
vice versa. Accounting terms used but not otherwise defined shall have the
meanings given to them under United States generally accepted accounting
principles.

SECTION 1.05. PURPOSE. The purpose of the Company and the general
character of its business are to:

(a) Produce, market and sell YBG-2000, a natural beta glucan immune
system feed supplement refined from bakers yeast used to replace antibiotic
fast growth additives which are currently used by producers of feeds for
the livestock, poultry and shrimp industries and which may be used for
other purposes.

(b) Conduct any business and any other activities that may be lawfully
conducted by a limited liability company formed pursuant to the Act.

ARTICLE II

ORGANIZATIONAL MATTERS

SECTION 2.01. PRINCIPAL PLACE OF BUSINESS. The principal office and place
of business of the Company shall be located at Park South, 0000 Xxxxxx Xxxxxx,
Xxxxx X-0, Xxxxxxxx, Xxxxxxx 00000. The principal office and place of business
may be changed to any other place within or outside the State of Georgia as the
Managers may designate in writing from time to time.

SECTION 2.02. TERM. The term of the existence of the Company commenced as
of the date on which the Articles of Organization were filed with the Georgia
Secretary of State and shall be perpetual, unless sooner terminated in
accordance with this Agreement.

SECTION 2.03. NO PARTNERSHIP INTENDED FOR NON-TAX PURPOSES. The Members
intend that the Company shall always be operated in a manner that is consistent
with its treatment as a partnership for federal and state tax purposes (or, if
there is only one Member, the Company shall be disregarded as an entity separate
from its owner for tax purposes) and shall never be operated or treated as a
partnership for purposes of Section 303 of the Bankruptcy Code of the United
States or any other applicable law or for any other purpose. Each Member agrees
to use its best efforts to carry out this intent, and no Member shall take any
action inconsistent with this intent.

SECTION 2.04. MANAGER-MANAGED. The Members intend that the Company shall
always be operated as a manager-managed limited liability company as described
in the Act, subject to, where appropriate, the terms, and conditions of this
Agreement.

SECTION 2.05. POWERS OF THE COMPANY. The Company shall have all of the
powers of a limited liability company as set forth in the Act and under the laws
of the State of Georgia. The Partnership also is empowered to do any and all
acts and things necessary, appropriate or advisable to ensure that the
Partnership will not be classified as a "publicly traded partnership" taxable as
a corporation within the meaning of Section 7704 of the Code.

SECTION 2.06. OTHER INSTRUMENTS. Each Member hereby agrees to execute and
deliver to the Company as soon as practicable after receipt of a written request
therefor, such other and further documents and instruments, statements of
interest and holdings, designations, powers of attorney and other instruments
and to take such other action as the Company deems necessary, useful or
appropriate to comply with any laws, rules or regulations as may be necessary to
enable the Company to fulfill its responsibilities under this Agreement.

ARTICLE III

CAPITALIZATION OF THE COMPANY

SECTION 3.01. CAPITAL CONTRIBUTIONS AND INTERESTS OF MEMBERS. Each Member
shall contribute initial capital to the Company in the amounts and of a nature
set forth next to the name and mailing address of the Member appearing on
APPENDIX TWO (collectively, the "INITIAL CONTRIBUTIONS"). In exchange for the
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contribution of this initial capital to the Company, a Member shall be entitled
to an Interest as described in this Agreement. A Member's Percentage Interest
in the Company shall be set forth in APPENDIX TWO, as may be amended from time
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to time as set forth in this Agreement.

SECTION 3.02. PAYMENT OF CAPITAL CONTRIBUTIONS. Except as established in
Section 3.01 or as otherwise unanimously agreed by all of the Managers, all
Contributions other than for services rendered or to be rendered shall be paid
to the Company in cash, by check drawn on a commercial bank having offices in
the United States, by a cashier's check, or by wire transfer of immediately
available U.S. funds. To the extent that all or a portion of a Contribution is
initially evidenced by a promise to pay, in the event that such Contribution is
not made in accordance with such promise to pay on or before the date specified
in such promise, Appendix Two shall be amended to reflect the actual Capital
Contribution made by such Person.

SECTION 3.03. CAPITAL ACCOUNTS.

(a) To the extent the Company has two or more Members, a single
Capital Account shall be maintained for each Member on the books of the
Company. In general, the Capital Account of each Member shall be maintained
consistently with the provisions of I.R.C. Sec. 704(b) and the Regulations.

(b) The Capital Account of each Member shall be credited with the
Initial Contributions of the Member to the capital of the Company and shall
be increased by:

(i) The amount of additional money contributed (or deemed
contributed) under the Regulations by the Member to the Company in
accordance with this Agreement and the initial Gross Asset Value of
any other property (except any promissory note or similar obligation,
the maker of which is a

contributing Member) contributed by the Member to the Company (net of
any liabilities secured by the contributed property that the Company
is considered to assume or take such property subject to under I.R.C.
Sec. 752 and any applicable Regulations);

(ii) The amount of any Profits allocated to the Member under this
Agreement; and

(iii) Any adjustments required by Section 3.03(d) below.

(i) The amount of money distributed (or deemed distributed) under
the Regulations by the Company to the Member in accordance with this
Agreement and the Gross Asset Value of any other property distributed
by the Company to the Member (net of any liabilities secured by the
distributed property that the Member is considered to assume or take
such property subject to under I.R.C. Sec. 752 and any applicable
Regulations);

(ii) The amount of Losses allocated to the Member under this
Agreement;

(iii) The Member's share of any reduction in the basis of the
Company's assets caused by any tax credit; and

(iv) Any adjustments required by Section 3.03(d) below.

(d) Capital Accounts shall be adjusted at the close of each Fiscal
Year or more often, as required for the purposes of making Distributions
and allocations of Profits and Losses pursuant to this Agreement. The
provisions of this Agreement relating to the maintenance of Capital
Accounts must comply in all events with T.R. Sec. 1.704-1(b), including
T.R. Sec. 1.704-1(b)(2)(iv), and shall be interpreted and applied in a
manner consistent with these Regulations. The Managers shall cause the
Capital Accounts maintained under this Agreement to be computed in
accordance with these Regulations and may make any adjustments to the
Capital Accounts as are required to be made to maintain the Capital
Accounts in accordance with these Regulations.

(e) Upon the Assignment of a Member's entire Interest in the Company,
the Tax Matters Partner shall have the authority to adjust the Capital
Accounts in accordance with the Regulations to reflect the fair market
value of the Company's assets. To the extent that the Capital Accounts of
the Members are restated in accordance with the provisions of the
Regulations, the Percentage Interests of the Members shall be amended to
reflect the relative balances of the Member's Capital Accounts.

(f) Notwithstanding any other provision of this Agreement, no Member
shall be obligated to restore any negative Capital Account, and any
negative balance in the Capital Account shall not be considered a debt or
obligation of the Member or any other Person.

SECTION 3.04. CAPITAL ACCOUNT OF SUBSTITUTED MEMBER. The Capital Account
of a Substituted Member shall be, in the case of a complete Assignment, the
Capital Account of the Assigning Member as of the date on which the substitution
becomes effective or, in the case of a partial Assignment, a proportionate share
of the Capital Account of the Assigning Member.

SECTION 3.05. INTEREST ON CAPITAL CONTRIBUTIONS. No interest or amounts
in the nature of interest shall be paid on any Contributions by any Member to
the capital of the Company.

SECTION 3.06. THIRD-PARTY RIGHTS. Without limiting the generality of
Section 7.14, the right of the Company or any Manager to require any
Contributions of any nature under the terms of this Agreement shall not be
construed to confer any right or benefit upon any Person that is not a Member,
including, without limitation, any creditor of the Company. No creditor of the
Company or other Person not a Member in the Company shall be entitled to require
the Manager or any Member to solicit or demand any Contributions from any other
Members.

SECTION 3.07. LOANS.

(a) If the Board of Managers determines that the business of the
Company requires additional funds, one or more of the Members or Managers
may lend such funds to the Company on a secured or unsecured basis, subject
to the limitations set forth in Section 7.18.

(b) Any loan made by a Member shall not constitute a Contribution of
the Member to the capital of the Company and, except for the terms
specified above, shall be on the terms as the lending Member and the
Managers determine to be appropriate in light of existing circumstances.

(c) No Member shall have any personal liability for the repayment of
any loans made by any Member or Manager to the Company, and all Member or
Manager loans shall be fully non-recourse. The occurrence of an Event of
Withdrawal or a Voluntary Withdrawal with respect to a lending Member,
however, shall not affect the liability of the Company to make, on a timely
basis, all principal and interest payments under the loan made by such
Member.

(d) All amounts due and unpaid on loans made by the Members or
Managers to the Company shall be repaid from available cash prior to the
Distributions of Disbursable Cash to the Members of the Company. All
decisions on timing for the repayment of the Member's loans to the Company
shall be made at the decision and discretion of the Managers.

SECTION 3.08. WITHDRAWAL OR RETURN OF CAPITAL CONTRIBUTIONS. No Member
shall have the right to withdraw or receive any return of its Contribution to
the capital of the Company without the consent of the Managers, except as
otherwise provided in this Agreement. Under circumstances requiring the return
of any Contribution from the capital of the Company, no Member shall have the
right to receive particular property other than cash and, except as expressly
provided in this Agreement, no Member shall have priority over any other Member
with respect to a return of any Contribution.

SECTION 3.09. LIABILITY FOR CONTRIBUTIONS. Each Member is liable to
contribute cash or property and to perform services to the Company only to the
extent provided in this Agreement or the Act.

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01. MONTHLY DISTRIBUTIONS. Except upon liquidation pursuant to
Article X, the Company shall distribute to the Members, within a reasonable time
after the end of each monthly period ending after September 30, 2005, 100% of
any Disbursable Cash of the Company received with respect to such period in the
following manner:

(a) First, to the Members with positive Capital Accounts in accordance
with the ratio that each Member's positive Capital Account bears to the sum
of all Members' positive Capital Accounts, until all positive Capital
Accounts have been reduced to zero; and

(b) Second, to the Members in accordance with their Percentages
Interests.

SECTION 4.02. PRORATIONS ON ASSIGNMENT. Distributions of cash or other
property made to a Member under this Agreement shall not be prorated upon any
Assignment of all or part of a Member's Interest in the Company but shall be
made to the owner of the Interest with respect to which the Distribution is
made, as reflected on the books of the Company, as of the date the Distribution
is declared or paid, whichever is earlier.

SECTION 4.03. PRIORITY OF DISTRIBUTIONS. If there is a dissolution and
liquidation of the Company, the liquidating distribution provisions of Article X
shall govern and shall have priority over the distribution provisions in this
Article IV.

SECTION 4.04. LIMITATIONS ON DISTRIBUTIONS.

(a) A Member may not receive a Distribution from the Company to the
extent that either: (i) after giving effect to the Distribution, all
liabilities of the Company (except liabilities to Members on account of
their Capital Accounts) exceed the assets of the Company; or (ii) the
Distribution is inconsistent with O.C.G.A. Section 00-00-000.

(b) A Member that is entitled to receive a Distribution shall be
considered a creditor of the Company and shall be entitled to exercise all
remedies available to a creditor under Georgia law.

ARTICLE V

ALLOCATIONS

SECTION 5.01. GENERAL ALLOCATION OF PROFITS. Subject to Sections 5.03 and
5.04 below, Profits of the Company for each Fiscal Year shall be allocated among
the Members as follows:

(a) First, to those Members to whom Losses have been previously
allocated, until the amount of Profits allocated pursuant to this clause,
from time to time, equals the amount of Losses previously allocated to the
Members (provided that the Profits allocated pursuant to this clause are
first allocated to the Members in the reverse order of the previous
allocations of Losses to the Members); and

(b) Second, to the Members in accordance with their Percentage
Interest.

SECTION 5.02. GENERAL ALLOCATION OF LOSSES. Except as provided in
Sections 5.03 and 5.04 below, Losses of the Company for each Fiscal Year will
first be allocated to the Members with positive balances in their Capital
Accounts in accordance with the ratio of their Capital Accounts, until all the
positive Capital Accounts have been reduced to zero. Thereafter, all remaining
Losses shall be allocated to the Members in accordance with their Percentage
Interest. No allocation of Loss shall be made to a Member to the extent that
the allocation would create or increase a negative balance in the Member's
Capital Account. If and to the extent that the Members may not be allocated
Losses as a result of the application of the preceding sentence, the Losses
shall be allocated to any other Members with positive balances in their Capital
Accounts. For purposes of the preceding provisions of this Section, the Capital
Accounts shall be determined hypothetically as required in T.R. Sec.
1.704-1(b)(2)(ii)(d).

SECTION 5.03. REGULATORY AND CURATIVE ALLOCATIONS. The allocations set
forth in Sections 5.01 and 5.02 are intended to comply with the requirements of
T.R. 1.704-1(b) and 1.704-2. If the Company incurs "nonrecourse deductions" or
"partner nonrecourse deductions," or if there is any change in the Company's
"minimum gain" or "partner nonrecourse debt minimum gain," all as defined in the
Regulations promulgated under Code Section 704(b), the allocation of Profits and
Losses (and items of Profits and Losses) to the Members shall be modified in a
reasonable manner deemed necessary or advisable by the tax matters partner to
comply with the applicable Regulations. In determining allocations to be made
under this Article V, the Company shall comply with any requirements of Code
Section 704(c) and 706 and any applicable Resolutions, and shall make
modifications to the allocations required under this Article V as are deemed
reasonably necessary by the Members to comply with the Regulations.

SECTION 5.04. PRORATIONS. If Members are admitted to or withdraw from the
Company, if Members increase or reduce their Percentage Interest in the Company,
or if an Interest is Assigned during any Fiscal Year, Profits or Losses and any
"cash basis" items identified in I.R.C. Sec. 706(d) for the Fiscal Year shall be
allocated pro rata to each day in the Fiscal Year to which the item is
attributable, and the amount of each item assigned to any day shall be allocated
to each Member based upon its respective Percentage Interest at the close of the
day. For the purpose of accounting convenience and simplicity, the Company
will treat any change in a Percentage Interest in the Company that occurs during
the first 15 days of any month as if it had

occurred on the first day of the month and any change which occurs after the
15th day of the month as if it had occurred on the 16th day of the month.

ARTICLE VI

FINANCIAL RECORDS, INSURANCE, LIABILITY OF MEMBERS,
AND COMPANY PROPERTY

SECTION 6.01. BOOKS, RECORDS, AND TAX RETURNS. The Company's financial
books and records shall be maintained on a consistent basis, and the Company
shall compute and file its tax returns using the accrual method of accounting,
or if permissible by the Code, such other method of accounting as shall be
selected by the Tax Matters Partner. The Managers shall cause income tax
returns to be prepared, effect reconciliation of bank accounts, and prepare
those statements, schedules, and estimates as are necessary to keep the Members
advised of the business and affairs of the Company at the times as are required
by the Tax Matters Partner and applicable law. The Managers shall cause the
Company to engage the services, at the expense of the Company, of a certified
public accountant selected by the Tax Matters Partner, to prepare the financial
statements of the Company as directed by the Tax Matters Partner. Any other
audit of the books and records of the Company by a certified public accountant
shall be made upon the request of any Member on the condition that the Member
making the request agrees to pay the entire cost of the audit.

SECTION 6.02. RECORDS AND INSPECTION RIGHTS OF MEMBERS. The Company shall
keep at its office the following: (i) a current list of the full name and last
known business, residence, or mailing address of each Member and Manager; (ii)
copies of records that would enable a Member to determine the voting rights of
the Members; (iii) a copy of the initial Articles of Organization and all
amendments; (iv) copies of all written operating agreements, as defined in
O.C.G.A. Section 14-11-101(18), including this Agreement, all amendments, and
any prior operating agreements no longer in effect; (v) copies of any other
written documents described in O.C.G.A. Section 00-00-000; (vi) copies of the
Company's federal, state, and local tax returns and reports, if any, for the
three most recent Fiscal Years; and (vii) copies of any financial statements of
the Company for the three most recent Fiscal Years. Each Member may inspect and
copy the records described above and any other information regarding the affairs
of the Company as is reasonable for any purpose reasonably related to the
Member's Interest.

SECTION 6.03. TAX ELECTIONS. Any decision as to whether to cause the
Company to make any available tax elections under the Code shall be made by the
Managers after taking into account the advice of the Company's independent
accountants and/or tax attorneys.

SECTION 6.04. TAX MATTERS PARTNER. NanoPierce or, if NanoPierce is no
longer a Member, a Member selected by the remaining Members of the Company is
designated as the "tax matters partner" for the Company ("TAX MATTERS PARTNER"),
as that term is defined in I.R.C. Sec. 6231(a)(7), and is vested with all powers
and duties as stated in the I.R.C., including, without limitation, the right and
authority to represent the Company before any office of the Internal Revenue
Service with respect to tax matters regarding the Company and to appoint an
attorney-in-fact to represent the Company before any office of the Internal
Revenue Service. The tax matters partner shall be entitled to reimbursement
from the Company for all fees and

expenses reasonably incurred in connection with any Company tax-related matters.
The tax matters partner shall not be entitled to receive any other compensation
for services rendered to the Company in the capacity as the tax matters partner.

SECTION 6.05. ACCOUNTS; INVESTING COMPANY ASSETS. The Company shall
establish checking, savings, and other financial accounts in the name of the
Company as the Managers determine to be necessary. Each of the Managers shall
be signatories on all such accounts and shall be provided with online computer
access to such accounts. All funds of the Company shall be deposited into these
accounts. Funds deposited into these accounts shall be used only for the
business of the Company and withdrawal shall be made (i) upon the signature of
any Manager who is authorized to make withdrawals pursuant to the bank
resolutions with respect to any item in the Operating Budget up to an amount no
greater than $10,000 in excess of the amount budgeted therefor and (ii) upon the
signature of all the Managers with respect to any other items. Company funds
may be invested pending expenditure for Company business, and these investments
may be in short-term United States Government, state, or municipal securities,
short-term commercial paper, interest-bearing accounts, savings accounts,
certificates of deposit maintained with a bank or other financial institution,
or money market funds sponsored or maintained by a national securities dealer
registered with the Securities and Exchange Commission. All deposits of Company
funds made in banks or other financial institutions shall be made in banks or
other financial institutions whose accounts or deposits are federally insured.

SECTION 6.06. INSURANCE. The Company shall insure itself against
liability arising by virtue of the Company's conduct of its business from damage
to property and injuries or death of Persons by casualty and public liability
insurance in the amounts as the Managers from time to time determine. In
addition, the Company may obtain on behalf of the Company other kinds of
insurance determined by the Managers to be necessary or appropriate for the
proper conduct of the business of the Company.

SECTION 6.07. COMMINGLING OF COMPANY ASSETS. Money, property, or other
assets of the Company may not be commingled with the assets of any Member, any
Manager, any Affiliate of any Member or Manager, or any other Person. All
assets owned by the Company, whether real or personal, tangible or intangible,
shall be owned by the Company as an entity, and no Member or Manager,
individually, shall have any ownership in the property.

SECTION 6.08. REPORTS. The Company shall provide to each of the Members
in a form reasonably acceptable to the Members a weekly cash-receipt report and
a monthly sales report and such other reports as may be reasonably requested.

SECTION 6.09. OPERATING BUDGET. The Board of Managers shall prepare an
annual budget for the anticipated revenues and expenses of the Company for each
Fiscal Year, including anticipated capital expenditures and all reserves, by no
later than forty-five (45) days prior to the expiration of the previous Fiscal
Year. The annual budget approved by the Board of Managers will be the Operating
Budget for the Company for such Fiscal Year unless revised from time to time by
the Board of Managers. The Managers (i) shall use commercially reasonable
efforts to operate within, and in a manner consistent with, each approved
Operating Budget; and (ii) shall not substantially deviate from the Operating
Budget unless the Manager obtains the prior written

consent of the Board of Managers (it being agreed that a deviation in excess of
Ten Thousand Dollars ($10,000) in total is substantial).

ARTICLE VII

BOARD OF MANAGERS; MANAGEMENT

SECTION 7.01. BOARD OF MANAGERS. The management and control of the
business affairs and the property of the Company shall be vested in the Board of
Managers. The Company shall initially have two Managers that are collectively
referred to as the Board of Managers. The number of Managers may be set from
time to time by the Members, but there shall always be no fewer than one
Manager. Managers need not be residents of the State of Georgia or Members of
the Company.

SECTION 7.02. ELECTIONS OF MANAGERS; VOTING INTEREST.

(a) Each Initial Member shall be entitled to elect or appoint one
Manager. The two Managers set forth in APPENDIX TWO hereto are each
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initially appointed as Managers. Subsequent Members shall be entitled to
elect Managers only with the written consent of any remaining Initial
Members of the Company.

(b) A Manager shall be entitled to cast the number of votes equal to
the Manager's Voting Interest. Initially, the Manager elected or appointed
by such Initial Member shall have a Voting Interest equal to the Percentage
Interest of the Initial Member electing or appointing such Manager. The
Voting Interest of each initial Manager is set forth in APPENDIX TWO.
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(c) Upon the admission of additional Members, the Voting Interest of
the Manager appointed by an Initial Member shall collectively equal a
percentage, the numerator of which is equal to the Percentage Interest of
such Initial Member and the denominator is equal to the sum of the
Percentage Interests of all Initial Members.

SECTION 7.03. RESIGNATIONS. Any Manager may resign as Manager at any time
by giving written notice to all Members of the Company. Any resignation shall
take effect upon the receipt of written notice of the resignation or at any
later time specified in the notice (and approved by the Members). Unless
otherwise specified in the written resignation notice, the acceptance of the
resignation by the Members is not necessary to make the resignation effective.
If the Managers are also Members, the resignation as Manager shall not affect
the Managers' rights and liabilities under this Agreement as a Member. The
death of Managers shall act automatically as a resignation as Manager.

SECTION 7.04. REMOVAL. Any Manager may be removed at any time, with or
without notice, only by the Initial Member appointing or electing such Manager
unless otherwise agreed to by the remaining Initial Member.

SECTION 7.05. VACANCIES. Any vacancy that may occur in the office of
Manager may be filled by the Initial Member that appointed or elected such
Manager unless otherwise agreed to by the Initial Members that are then Members
of the Company. Any Person elected to fill a

vacancy is elected to fill the unexpired term of the predecessor in office and
shall hold office until the term expires (or until a successor is elected and
qualified). Any Manager chosen to fill a position resulting from an increase in
the number of Managers shall hold office until the next meeting of the Members.

SECTION 7.06. SALARIES. Any salary or other compensation paid to Managers
of the Company shall be fixed from time to time by the Managers, and no Managers
are prevented from receiving a salary by reason of the fact that the Managers
are also Members of the Company.

SECTION 7.07. MEETINGS; TELEPHONIC MEETING. The Board of Managers shall
meet no less frequently than quarterly and shall also meet at the written
request of any Manager delivered to the other Managers. Any meeting may be held
by means of conference telephone or similar communications equipment by means of
which all Persons attending the meeting can hear each other. Attendance at a
telephonic or similar meeting shall have the same effect as attendance in
person.

SECTION 7.08. QUORUM. A quorum for any meeting of the Board of Managers
shall be at least a Majority of the then existing Managers.

SECTION 7.09. UNANIMOUS VOTE OR CONSENT. Except as expressly provided in
this Agreement or required by the Act, all decisions with respect to the
management and control of the Company shall require the unanimous approval of
the Managers and, if so approved, shall then be binding on the Company and each
Member and Manager.

SECTION 7.10. MEETING NOT REQUIRED FOR ACTION. A formal meeting of the
Managers shall not be required to approve or disapprove any action of the
Company that requires Managers approval. Unless otherwise required to be in
writing under this Agreement, any action that requires Managers approval may be
approved through an oral vote (including a vote taken by telephonic means), a
written ballot of the Managers or a unanimous written consent signed by the
Managers. Approval through written ballot shall constitute written approval.
To the extent practical, all Managers actions and decisions approved by the
verbal authorization of the Managers should be noted in the Company's records.

SECTION 7.11. RELIANCE ON AUTHORITY BY THIRD PARTIES. As to Persons that
are not a Party to this Agreement, the execution of any document or instrument
on behalf of the Company by any one of the Managers shall be conclusively
presumed to be an action of the Company that is authorized by the requisite
number of Members or Managers, as applicable. Each Manager is appointed as an
agent of the Company for the purposes of executing all documents, instruments,
and agreements of the Company, and all documents, instruments, and agreements
signed by any one Manager bind the Company as to third parties. No Person
dealing with any of the Managers need inquire into the validity or propriety of
any document, instrument, or agreement executed in the name of the Company by
the Managers or as to the authority of the Managers to execute any document,
instrument, or agreement.

SECTION 7.12. MANAGERS' POWERS. In addition to any other rights and
powers which the Managers may possess under this Agreement and the Act, the
Managers shall, except as otherwise provided herein, have all specific rights
and powers required or appropriate to their

management of the Company business which, by way of illustration but not by way
of limitation, may include the following rights and powers:

(a) To cause the Company to engage in any activity and to execute,
perform, and carry out contracts or agreements of any kind necessary or
incidental to the accomplishment of any Company purposes and the business
that may be lawfully carried on or performed by a limited liability company
under the laws of the State of Georgia;

(b) To cause the Company to acquire by purchase, lease, exchange, or
otherwise any Company asset or any property incidental to the purposes of
the Company;

(c) To cause the Company to grant options, licenses, and other rights
with respect to any Company asset and enter into agreements with respect to
the use or operation of any Company asset;

(d) To cause the Company to borrow money and issue promissory notes
and other evidence of indebtedness on behalf of the Company for any Company
purpose, to secure the indebtedness by a mortgage, deed of trust, contract,
pledge, or other encumbrance or lien on all or any Company assets, and to
execute, on behalf of the Company, any notes or other evidence of
indebtedness, mortgage, deed of trust, contract, pledge, or other
encumbrance or lien;

(e) To cause the Company to pay, prepay, refinance, increase, modify,
or extend, in whole or in part, any indebtedness affecting Company property
and to execute any extensions or renewals of indebtedness on Company
assets;

(f) To cause the Company to acquire and enter into any contract of
insurance deemed necessary or appropriate for the protection of the Company
or its assets or for any other purpose convenient or beneficial to the
Company;

(g) To cause the Company to employ agents, employees, managers,
consultants, accountants, attorneys, and other Persons necessary or
appropriate to carry out the business and operations of the Company, and to
pay fees, expenses, salaries, wages, and other compensation to these
Persons;

(h) To cause the Company to make or seek revocation of any of the
elections referred to in the I.R.C.;

(i) To invest and reinvest, on behalf of the Company, Company funds;

(j) To place record title to, or the right to use, Company assets in
the name or names of a nominee or nominees or trustee or trustees for any
purpose convenient or beneficial to the Company for the benefit of the
Company;

(k) To establish and maintain reserves for purposes and in amounts as
deemed appropriate from time to time;

(l) To file actions, claims, petitions, and pleadings on behalf of the
Company in any state or federal court, including in bankruptcy court;

(m) To amend APPENDIX TWO from time to time to the extent necessary to
------------
reflect accurately, the information contained therein; and

(n) To engage in any kind of lawful activity, and perform and carry
out contracts of any kind, necessary or advisable in connection with the
accomplishment of the purposes of the Company.

SECTION 7.13. RESTRICTIONS ON AUTHORITY. Certain decisions of the Company
specifically enumerated herein are reserved to the approval of the Members under
the terms of this Agreement, and such decisions may not be made by the Managers,
including but not limited to certain amendments to this Agreement except as
specified in Section 13.01.

SECTION 7.14. LIABILITIES OF ANY MEMBER, MANAGER OR OFFICER

(a) No Member, Manager or Officer shall be liable, responsible, or
accountable in damages or otherwise to any other Member, Manager, Officer
or the Company for any act done or omitted by the Member, Manager or
Officer within the scope of the authority conferred on the Member, Manager
or Officer by this Agreement or by law, except for acts of gross
negligence, deceit, fraud, intentional misconduct, a knowing violation of
law or of this Agreement or, in the case of a Manager or Officer, breach of
the fiduciary duty of the Manager or Officer for any transaction for which
the Manager or Officer received a personal benefit in violation or breach
of any provision of this Agreement, as the case may be.

(b) Each Member's liability shall be limited to the fullest extent
permitted by O.C.G.A Section 14-11-303(a) and other applicable law. In
particular, to the fullest extent permitted by law, no Member, Manager or
Officer shall be bound by, or have any personal liability for, whether to
the Company, to any of the Members, to the Managers, the Officers or to the
creditors of the Company, the debts, liabilities, contracts or any other
obligations (including any judgments, decrees or orders of a court) of the
Company or for any losses of the Company or for the acts or omissions of
any other Member, any Manager, any Officer or any other agent or employee
of the Company, except as set forth in this Agreement, the Act and other
applicable law. The previous sentence, however, shall not be deemed to
limit or prevent a Member from enforcing any Withdrawal Price Note against
the Company or an applicable Member.

(c) The Managers, in their discretion, may procure at the expense of
the Company an errors and omissions policy of insurance for the Managers,
the Members, any Officers of the Company and any other Persons permitted
under the Act.

SECTION 7.15. COMPETING ACTIVITIES OF MEMBERS, MANAGERS AND OFFICERS.
During the term of the Company, any Member, any Manager and any Officer may
engage in and possess an interest for its own account in other business ventures
of every nature and description, independently or with others, and neither the
Company nor any Member, Officer or Manager

shall have, by virtue of this Agreement or otherwise, any right in and to the
independent ventures or any income or profits derived from the independent
ventures.

SECTION 7.16. COMPANY EXPENSES. The Company shall be responsible for and
shall pay all fees and expenses relative to the operation of the Company
including, without limitation or duplication, (a) accounting fees, (b) legal
fees, (c) professional fees, (c) debt service on borrowed money, (d) taxes and
assessments levied on all real and personal property, (e) insurance premiums,
(e) costs and expenses of acquiring and disposing of any Company assets, (f)
costs and expenses relating to establishing and maintaining the Accounts, (g)
costs and expenses incurred in liquidating and dissolving the Company, (h) costs
of personnel employed or retained by the Company and involved in the business of
the Company including but not limited to salaries and/or fees that may be paid
to Officers and Managers of the Company; (i) recording of documents relating to
Company property; (j) expenses of organizing, revising, amending, converting or
modifying the Company; (k) costs of any accounting, statistical or bookkeeping
equipment necessary for the maintenance of the books and records of the Company;
(l) expenses and costs incurred in connection with Article VI; and (m) all other
costs and expenses attributable to Company operations.

SECTION 7.17. REIMBURSEMENT OF EXPENSES. The Company shall pay any legal,
accounting, and other expenses incurred by any Member or Manager personally in
connection with the organization of the Company.

SECTION 7.18. TRANSACTIONS WITH ANY MEMBER, MANAGER, OFFICER OR
AFFILIATES.

(a) The Company may enter into a transaction with a Member, Manager,
Officer or an Affiliate of a Member or a Manager if the transaction is
specifically authorized by this Agreement or is consented to or approved by
all of the Managers in good faith after the material facts of the interest
of the Member, Manager, Officer or Affiliate in the transaction are
disclosed to or known by the Managers and are fair to the Company at the
time of the undertaking by the Company or at the time the obligation
becomes binding on the Company, subject to the restrictions set forth in
this Section.

(b) The Company shall not make any loan to any Manager, Officer or an
Affiliate thereof or a guaranty of an obligation of any Manager, Officer or
an Affiliate thereof.

SECTION 7.19. DUTIES OF THE MANAGERS AND OFFICERS. The Managers and
Officers shall devote as much time to the business of the Company as is
necessary to carry on and conduct the business in a prudent manner.

SECTION 7.20. MEMBERS CONTROL. No Member, in such capacity, shall take
part in the control or management of the Company's business except to the extent
of the rights and powers of a Member as established under this Agreement.
Unless authorized to do so by this Agreement, no Member, agent, or employee of
the Company shall have any power or authority to bind the Company in any way, to
pledge its credit, or to render it liable for any purpose.

These limitations on Member control and management are not applicable to the
Managers' rights to take part in the control or management of the Company.

ARTICLE VIII

ADMISSIONS, WITHDRAWALS, ASSIGNMENTS AND DISSOCIATION

SECTION 8.01. ADMISSION AND WITHDRAWAL OF MEMBERS.

(a) A Person may be admitted to the Company as an Additional Member,
may be a successor to part or all of the Interest of an existing Member, or
may become a Substituted Member only with the prior written consent of the
Managers. The consent of any Manager to these matters may be withheld for
any reason in the Manager's sole and absolute discretion. Upon (i) approval
of the admission of a Person as described in this Section; (ii) receipt of
an executed signature page to this Agreement of such Additional Member or a
Substitute Member (if such Person is not already a Member) agreeing to be
bound by the terms and conditions hereof; (iii) receipt of such other
documents or instruments as may be required in the discretion of each
Manager in order to effect such Person's admission; and (iv) receipt of the
Initial Contribution of such Person, if applicable, pursuant to Article III
hereof, the Managers shall amend APPENDIX TWO accordingly.
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(b) Any Member shall be permitted to make a Voluntary Withdrawal from
the Company at any time. Notwithstanding the foregoing, the occurrence of
any Event of Withdrawal with respect to any Member shall be considered a
withdrawal in violation of this Agreement and shall subject the withdrawing
Member to damages for breach of this Agreement.

(c) If a Member withdraws from the Company and becomes a Withdrawing
Member, the business of the Company shall be continued by the remaining
Members, and the Company shall not be dissolved, liquidated and terminated.
If the last remaining Member becomes a Withdrawing Member, the Company
shall be dissolved, liquidated, and terminated unless, within 90 days after
the last remaining Member becomes a Withdrawing Member, all assignees (if
any exist under Section 8.03 below) of an Interest in the Company admit at
least one Member to continue the business of the Company.

SECTION 8.02. WITHDRAWAL OF A MEMBER.

(a) A Withdrawing Member shall notify (and shall have the sole
responsibility to notify) in writing the Managers and other Members of the
Company of a Voluntary Withdrawal or an Event of Withdrawal.

(b) If a Member withdraws from the Company but the Company is
continued pursuant to Section 8.01(c) above, the Company shall have an
option to purchase the Interest of the Withdrawing Member upon the terms
and conditions below. The option of the Company shall be exercisable upon
approval of the Managers. The option of the Company shall remain
exercisable for a period of 45 days after the Company receives

written notice from the Withdrawing Member of the Voluntary Withdrawal or
Event of Withdrawal.

(c) If the Company fails to exercise its option within the 45-day
period described above, those Members who are not Withdrawing Members shall
have an additional 15 days to exercise the option to purchase the Interest
of the Withdrawing Member upon the terms and conditions below. To exercise
the option to purchase the Interest of the Withdrawing Member, a Member
shall deliver written notice to the Withdrawing Member. Any Member that
exercises the option to purchase the Interest of the Withdrawing Member is
called an "EXERCISING MEMBER." Notification by an Exercising Member to the
Withdrawing Member that the option rights granted under this paragraph are
being exercised obligates the Withdrawing Member to sell the Withdrawing
Member's entire Interest in the Company and obligates the Exercising Member
to purchase a pro rata share of the Interest of the Withdrawing Member.
This pro rata share of each Exercising Member shall be equal to the
quotient derived by dividing the Percentage Interest of the applicable
Exercising Member by the total Percentage Interests of all non-Withdrawing
Members; however, all Exercising Members may agree unanimously in their
election notice to purchase the Interest of the Withdrawing Member on a
different basis. If the non-Withdrawing Members do not elect to purchase
all of the Interest of the Withdrawing Member, the Exercising Members shall
have the option to purchase the remaining balance of the Interest of the
Withdrawing Member, and each Exercising Member's portion of the remaining
balance shall equal the quotient derived by dividing the Percentage
Interest of the applicable Exercising Member (i.e., an Exercising Member
that elects to purchase all or a portion of the remaining balance) by the
total Percentage Interest of all Exercising Members that elect to purchase
the remaining balance, unless the Managers otherwise unanimously agree.

(d) The total purchase price for the Interest of the Withdrawing
Member ("WITHDRAWAL PRICE") shall be equal to the payments that the
Withdrawing Member would receive with respect to the Withdrawing Member's
Interest pursuant to Section 10.01(b) if the Company assets were sold for
cash at the Company Value, the Company immediately dissolved, and the
assets of the Company were applied and distributed in liquidation pursuant
to the provisions of Section 10.01. If the withdrawal is the result of the
occurrence of an Event of Withdrawal, the total purchase price shall be
reduced by any damages suffered by the Company as a result of such Event of
Withdrawal. If the entire Interest or any portion of the Interest of the
Withdrawing Member is purchased by either the Exercising Members or the
Company or both, the Company will release the Withdrawing Member from any
future obligations that the Withdrawing Member has to the Company as a
Member.

(e) Unless otherwise agreed between the Withdrawing Member and all of
the Exercising Members or Company, as applicable, the Withdrawal Price
shall be paid to the Withdrawing Member in 36 equal monthly installments,
with the first installment due 30 days following the closing date for the
sale. If, however, the Withdrawal Price for the Interest exceeds
$1,500,000, excluding interest, the Company or any Exercising Member may
elect to pay all or any portion of the Withdrawal Price to the Withdrawing
Member in up to 60 equal monthly installments. The closing date for the
purchase of a

Withdrawing Member's Interest shall occur on the date agreed by the
parties, but no later than 30 days after the latest notice from the
Exercising Members or the Company of the exercise of the option. The
Withdrawal Price shall be evidenced by a separate promissory note (each a
"WITHDRAWAL PRICE NOTE") from each Exercising Member or the Company or
both, as applicable, and in the proportions described above, that: (i)
shall bear interest at the Prime Lending Rate in effect on the date the
last notice of exercise of the option is received by the Withdrawing Member
plus two percent; (ii) shall provide for acceleration of the due date upon
default in the payment of any installment of principal and interest under
the applicable note; and (iii) in the case of an Exercising Member, shall
be secured by the Interest of the Withdrawing Member that is purchased by
the Exercising Members. The makers of the Withdrawal Price Note shall have
the option to prepay any portion of the principal and interest due under
the Withdrawal Price Note at any time without penalty, without notice, and
with interest computed only to the date of prepayment.

(f) Any Member who withdraws from the Company as the result of an
Event of Withdrawal shall: (i) cease to be a Member and shall be treated as
an assignee of the Member's Interest under this Agreement; (ii) have no
right to participate in the management of the Company or its business and
affairs or to exercise any rights of a Member under this Agreement or the
Act; and (iii) continue to share in distributions from the Company on the
same basis as if it had not withdrawn, but the right to receive
distributions shall be deferred until the liquidation of the Company in
accordance with this Agreement and any damages to the Company as a result
of the occurrence of the Event of Withdrawal shall be offset against the
amounts otherwise distributable to the Withdrawing Member. The right to
share in distributions granted in this subsection are in lieu of any right
the Withdrawing Member may have under the Act to receive a distribution or
payment of the fair value of the Withdrawing Member's Interest in the
Company.

SECTION 8.03. ASSIGNMENT OF MEMBER'S INTEREST.

(a) Notwithstanding anything in this Agreement to the contrary, no
Member is permitted to Assign any Interest in the Company to any Person who
is not a Member in the Company without the prior written consent of the
Managers or pursuant to this Section. A Dissociation of a Member shall not
be considered an Assignment pursuant to the terms of this Agreement.

(b) A Member ("SELLING MEMBER" or "ASSIGNING MEMBER") may Assign an
Interest in the Company only if the Interest is first offered to all
non-assigning Members and the Company upon the same terms and conditions
offered by a bona fide prospective purchaser ("RIGHT OF FIRST REFUSAL").

(c) Any offer to the non-assigning Members and the Company under
Section 8.03 shall be made not less than 60 days prior to the proposed
Assignment of the Interest. The Selling Member shall deliver written notice
of the offer to the non-assigning Members and the Company, and the notice
shall contain all of the terms, conditions, and provisions of the proposed
Assignment including the name and address of

the proposed Assignee ("PURCHASE OFFER"). The Right of First Refusal may be
exercised by the non-assigning Members at any time within 45 days after the
Member receives the Purchase Offer.

(d) To exercise a Right of First Refusal, a non-assigning Member must
deliver to the Managers, the Selling Member and each other Member a notice
("PURCHASE NOTICE") advising that the Member ("PURCHASING MEMBER") is
exercising its Right of First Refusal to purchase all, but not less than
all, of the Selling Member's Interest in the Company. If more than one
non-assigning Member delivers a Purchase Notice, each Purchasing Member
shall be obligated to purchase that portion of the Interest of the Selling
Member that is equal to the quotient derived by dividing the Percentage
Interest of an applicable Purchasing Member by the total Percentage
Interest of all Purchasing Members.

(e) If none of the Members elect to exercise the Right of First
Refusal within 45 days after receipt of the offer, the Company shall have
an additional 15 days to exercise the option to purchase the entire
Interest of the Selling Member by delivery of a Purchase Notice. Any
decision of the Company to elect to exercise its Right of First Refusal
shall be made by the Managers, not counting the Voting Interests of the
Manager if such Manager is also a Selling Member.

(f) No Selling Member shall be required to Assign any portion of its
Interest to the non-assigning Members or the Company unless the
non-assigning Members and the Company, individually or collectively, agree
to purchase all of the Selling Member's Interest in the Company.

(g) Delivery of the Purchase Notice to the Selling Member by either
the Purchasing Members or the Company shall bind contractually the
Purchasing Members or the Company, as applicable, to purchase the Selling
Member's entire Interest on the same terms and conditions set forth in the
Purchase Offer and shall bind the Selling Member to sell on these terms.
The sale shall occur not later than 30 days following delivery of the last
Purchase Notice.

(h) If neither the Members nor the Company exercise the Right of First
Refusal on the Interest of the Selling Member in the Company within the
time provided above, the Selling Member may Assign its Interest to the
Person making the bona fide offer, upon the price, terms, and conditions
specified in the Purchase Offer. If the Interest is not Assigned within the
time periods and on the same terms and conditions specified in the Purchase
Offer, the Interest shall continue to be subject to all of the terms and
conditions of this Agreement, including, without limitation, the Right of
First Refusal option set forth above. The purchaser of the Selling Member's
Interest, however, shall become a Substituted Member only if approved by
the Members. If the purchaser is not admitted as a Substituted Member, the
purchaser: (i) shall be treated as an assignee of the Selling Member's
Interest (as provided for under the Act); (ii) shall have no right to
participate in the business and affairs of the Company or to exercise any
rights of the Selling Member under this Agreement or the Act; and (iii)
shall share in Distributions

from the Company with respect to the Selling Member's Interest on the same
basis as the Selling Member.

SECTION 8.04. RESTRICTIONS ON CONSENT TO ASSIGNMENT AND SUBSTITUTION OF
MEMBERS.

(a) No Manager may consent to any Assignment of any Interest if:

(i) The Assignment would result in the close of the Company's
taxable year with respect to all Members and termination of the
Company within the meaning of I.R.C. Sec. 708(b)(1)(B), unless the
Assignment is consented to by all the Members;

(ii) The Assignment is not in conformity with any applicable
provisions of the federal and state securities laws;

(iii) The assignee of a Member refuses to execute a counterpart
of this Agreement and any other documents or instruments as the
Managers may require in their discretion, reasonably exercised, to
protect the interests of the Company and the non-assigning Members;

(iv) The assignee of a Member refuses to provide the Company with
those opinions of counsel as the Managers may request in their
discretion reasonably exercised;

(v) The assignee of a Member refuses to assume all obligations
that the Selling Member has to the Company under the terms of this
Agreement; or

(vi) The assignee of a Member is not financially capable, in the
opinion of the Managers, of assuming the obligations of a Member under
this Agreement.

(b) No assignee of an Interest shall have the right to become a
Substituted Member in place of the Selling Member unless the following
conditions are satisfied:

(i) A duly executed and acknowledged written instrument of
Assignment is filed with the Company specifying the Interest Assigned
and setting forth the intention of the Selling Member that the
assignee succeed to the assignor's Interest as a Substituted Member;

(ii) The Selling Member and assignee execute and acknowledge all
other instruments as the Managers may deem necessary or desirable to
effect the substitution, including, without limitation, the written
acceptance and adoption by the assignee of the provisions of this
Agreement and the assumption of all obligations of the Selling Member
to the Company under the terms of this Agreement;

(iii) The written consent of the Managers (excluding any Manager
that is an assigning Member) to the substitution is obtained (the
grant or denial of

which shall be within the sole and absolute discretion of the Managers
(excluding any Manager that is an assigning Member); and

(iv) The requirements for the Right of First Refusal described in
Section 8.03 have been met or waived by unanimous consent.

SECTION 8.05. EFFECT OF ASSIGNMENT.

(a) Any assignee shall not, by virtue solely of an Assignment, become
a Substituted Member in the Company without compliance with the provisions
of this Agreement. Further, any assignee that does not become a Substituted
Member shall not have any right to act as a Member under this Agreement,
but shall have only the rights of an Economic Interest Owner.

(b) Until the Assignment of an Interest has been consented to by the
Managers, the Assignment shall be void as to each non-assigning Member and
the Company, and the Assigning Member of the Interest shall be treated as
the absolute owner of the Interest and shall continue to have the rights
and duties of a Member.

(c) If the Managers consent to the Assignment of any Interest in
accordance with this Agreement, the Interest of the assignee shall be
reflected upon the books of the Company. All costs and expenses incurred by
the Company in connection with the Assignment of any Interest shall be paid
by the Selling Member.

SECTION 8.06. DISSOCIATION. If a Member (i) who is an individual dies or
becomes disabled, or if a court of competent jurisdiction adjudges him/her to be
incompetent to manage his or her person or his or her property, the Member's
executor, administrator, guardian, conservator or other legal representative may
exercise all of the Member's rights and receive the benefits of the Member's
Interest for the purpose of settling the Member's estate or administering the
Member's property, or (ii) is a corporation, trust, partnership, limited
liability company or other entity and is dissolved or terminated or an assignee
thereof under law, the powers of that Member may be exercised by its legal
representative or successor; provided, however, that, except to the extent
required by applicable law, any of the foregoing successors (A) shall have only
the rights of an Economic Interest Owner, (B) shall not be considered a Member,
and (C) shall not have any right to Vote or to give or withhold consent,
agreement or approval with respect to any matter on which a Member might Vote or
give or withhold consent, agreement or approval.

ARTICLE IX

DISSOLUTION, LIQUIDATION, AND
TERMINATION OF THE COMPANY

SECTION 9.01. EVENT OF DISSOLUTION. The Company shall be dissolved upon
the occurrence of any Event of Dissolution.

SECTION 9.02. NOTICE, PUBLICATION AND FILING. As soon as possible after
the occurrence of an Event of Dissolution, an appropriate representative of the
Company shall comply with all

of the requirements of the Act related to notification, publication or filing
required for an impending dissolution and winding up of the Company, and the
Company then shall be liquidated as soon as practicable in accordance with this
Agreement and the Act.

SECTION 9.03. LIQUIDATION AND TERMINATION. Dissolution of the Company
shall be effective from the day on which the Event of Dissolution occurs, but
the Company shall not terminate until its assets have been distributed in
liquidation in accordance with this Agreement and the Act and a certificate of
termination has been filed with the Georgia Secretary of State or until such
separate existence is otherwise terminated as provided in the Act or other
applicable law. Upon the dissolution of the Company and prior to its
termination, the Company shall cease to carry on its business, except as
necessary for the winding up of its affairs or to complete transactions begun
but not then finished, and the business and the affairs of the Members shall
continue to be governed by this Agreement.

ARTICLE X

ACCOUNTING ON DISSOLUTION AND LIQUIDATION

SECTION 10.01. WINDING UP AND LIQUIDATING DISTRIBUTIONS.

(a) Following the dissolution of the Company, the Company shall cease
to carry on its business except to the extent required to wind up the
affairs of the Company's business or to complete transactions begun but not
then finished, but the Company's separate existence shall continue until a
certificate of termination has been filed with the Georgia Secretary of
State or until such separate existence is otherwise terminated as provided
in the Act or other applicable law. Upon the dissolution of the Company and
to the extent determined to be appropriate by the Managers, (i) all Company
receivables and payables shall be liquidated and cash reserves shall be
established for the payment of unliquidated liabilities and all Company
assets shall be sold and (ii) the Managers may deliver to the Georgia
Secretary of State for filing a statement of commencement of winding up as
contemplated under the Act. As soon as practicable after these events, the
then remaining assets of the Company shall be distributed in the manner
provided below. The Company thereafter shall be terminated upon fulfilling,
as soon as reasonably practicable, the statutory requirements for
completing the dissolution, winding up, liquidation, and termination of the
Company.

(b) Upon liquidation of the Company, as defined in T.R. Sec.
1.704-1(b)(2)(ii)(g), all assets (including cash) of the Company shall be
distributed and applied in the following order of priority, subject to all
requirements of the Act for payment or discharge of liabilities:

(i) To discharge, make provision to discharge or dispose of, as
provided in the Act, all liabilities of the Company (except with
respect to Managers or Members), in the order of priority provided by
law (except, however, indebtedness secured by any Company assets that
may continue in effect);

(ii) To pay, pro rata, the Members and the Managers for loans or
similar payables owed to them by the Company; and

(iii) To pay the Members with positive Capital Accounts in
accordance with the ratio of their Capital Accounts, until all Capital
Accounts are zero; and

(iv) To pay the Members in accordance with their Percentage
Interests.

(c) The Managers, their designees (if any) and other Members shall
comply with all applicable laws pertaining to the winding up of the
business and affirs of the Company and the distribution of its assets.

SECTION 10.02. ALLOCATION OF PROFIT AND LOSS. Notwithstanding any
provision to this Agreement to the contrary, Profits or Losses realized (or
treated as being realized) upon the liquidation and dissolution of the Company,
as defined in T.R. Sec. 1.704-1(b)(2)(ii)(g), and each item of income, gain,
loss, deduction, and credit recognized upon liquidation of the Company, shall be
allocated in the same manner as provided in Article V of this Agreement.

SECTION 10.03. DISTRIBUTION OF INSTALLMENT NOTES. The Members understand
that liquidation of the Company may require that assets held by the Company be
sold on a deferred payment basis and that, in this event, the purchaser's
obligations to make the deferred payments shall be evidenced by a secured
promissory note. If any assets are distributed to the Members in kind upon
liquidation of the Company pursuant to the provisions of this Article, the
assets shall be distributed on the basis of their fair market value, and any
Person entitled to any interest in the assets will receive interest in the asset
as a tenant-in-common with all other entitled Members, unless the agree
otherwise. The fair market value of the assets shall be determined by an
independent appraiser to be selected by the Managers.

SECTION 10.04. NO RIGHT TO PARTICULAR ASSETS. Each Member shall look
solely to the assets of the Company for the return of its Contributions to the
capital of the Company and the repayment of its loans to the Company, and, if
the Company assets remaining after the payment or discharge of the debts and
liabilities of the Company are insufficient to return the investment of each
Member, no Member shall have recourse against any other Member. No Member shall
have any right to demand or receive property other than cash upon dissolution,
liquidation, and termination of the Company or to demand the return of its
Contributions to the capital of the Company prior to dissolution, liquidation,
and termination of the Company. Any property distributed in kind in a
liquidation shall be valued and treated as though the property were sold and
cash proceeds distributed.

SECTION 10.05. CERTIFICATE OF TERMINATION. When all debts, liabilities,
and obligations have been paid and discharged or disposed of, or adequate
provisions have been made therefor in accordance with the requirements of the
Act, and all of the remaining property and assets have been distributed to the
Members and when any other statements required therein can truthfully be made, a
certificate of termination shall be delivered to the Georgia Secretary of State
for filing, as contemplated by O.C.G.A. Section 00-00-000, as amended.

SECTION 10.06. EFFECT OF FILING CERTIFICATE OF TERMINATION. Upon the
filing of the certificate of termination or completion of any other requirements
for winding up and

termination under the Act, the existence of the Company shall cease, except for
the purpose of suits, other proceedings, and appropriate action as provided in
the Act. Any Member shall have authority to distribute any Company property
discovered after dissolution, convey real estate, and take such other action as
may be necessary on behalf of and in the name of the Company.

ARTICLE XI

MEETINGS AND ACTION BY MEMBERS

SECTION 11.01. ANNUAL AND SPECIAL MEETINGS. An annual meeting of the
Members may be held at any time as determined by the Managers. Special meetings
of the Members may be called from time to time by the Managers or the Members.

SECTION 11.02. NOTICE OF MEETINGS. Unless waived by the Members, the
notice of any meeting shall be given in writing at least 10 days in advance of
the time and place set. Notice of any meeting shall state the date, time, and
place of the meeting and the general purpose for which the meeting is called.
Notice of any meeting shall be sent to each Member shown on the records of the
Company, at the respective address shown.

SECTION 11.03. LOCATION OF MEETINGS. Meetings of Members shall be held at
any place within or without the State of Georgia designated by the Board of
Managers. In the absence of any such designation, Members' meetings shall be
held at the principal office of the Company.

SECTION 11.04. TELEPHONIC MEETINGS. Any meeting may be held by means of
conference telephone or similar communications equipment by means of which all
Persons attending the meeting can hear each other. Attendance at a telephonic
or similar meeting shall have the same effect as attendance in person.

SECTION 11.05. QUORUM. The presence in person or by proxy of all of the
Members shall constitute a quorum; however, if there is no quorum, a Majority of
the Members so present or so represented may adjourn the annual meeting from
time to time without further notice, until a quorum is present. Attendance at a
meeting shall constitute a waiver of any right to receive notice of the meeting.

SECTION 11.06. MEMBERS ENTITLED TO VOTE. The Members entitled to vote at
any meeting of the Company shall be the Persons appearing as Members on the
books and records of the Company on the day prior to the date notice of the
meeting was delivered, or, if notice of the meeting is not given, the Persons
appearing as Members on the books and records of the Company on the date of the
meeting. A Member shall be entitled to cast a number of votes equal to the
Member's Voting Interest. A Member who is in default under this Agreement shall
not be entitled to vote on any matter, so long as the default continues and
remains uncured.

SECTION 11.07. UNANIMOUS VOTE OR CONSENT. Unless expressly provided
herein, any matter to be approved by the Members shall require a unanimous vote
or consent of the Members.

SECTION 11.08. PROXIES. Each Member may authorize any Person or Persons
to act for the Member by proxy in all matters in which a Member is entitled to
participate, whether by

waiving notice of any meeting or voting or participating at a meeting. Every
proxy must be in writing and signed by the Member or an attorney-in-fact and
shall be revocable at the direction of the Member executing it.

SECTION 11.09. MEETING NOT REQUIRED FOR ACTION. A formal meeting of the
Members shall not be required to approve or disapprove any action of the Company
that requires Member approval. Unless otherwise required to be in writing under
this Agreement, any action that requires Member approval may be approved through
an oral vote (including a vote taken by telephonic means), a written ballot of
the Members or a unanimous written consent signed by the Members. Approval
through written ballot shall constitute written approval. To the extent
practical, all Member actions and decisions approved by the verbal authorization
of the Members should be noted in the Company's records.

SECTION 11.10. APPOINTMENT OF THE MANAGERS AS ATTORNEY-IN-FACT.

(a) Each Member, concurrently with the execution or written acceptance
and adoption of the provisions of this Agreement, grants to the Managers,
with full power of substitution, a special power of attorney by which each
of the Managers are irrevocably constituted and appointed the true and
lawful attorney for each Member, with full power and authority to act for
him or her in his or her name, place, and xxxxx, and for his or her use and
benefit, to execute, acknowledge, deliver, swear to, file, and record at
the appropriate public offices all documents and instruments as may be
necessary or appropriate to carry out any and all provisions of this
Agreement and do any and all acts specified below, including, without
limitation, to:

(i) Execute on behalf of any Member all amendments and
restatements to this Agreement that are adopted in accordance with the
terms of this Agreement and all other instruments or documents that
the Managers deem necessary or appropriate to form, qualify, or
continue the Company as a limited liability company in the
jurisdictions in which the Company may conduct business or in which
the formation, qualification, or continuation is, in the opinion of
the Managers, necessary to protect the limited liability of the
Members or is permitted under the terms of this Agreement;

(ii) Execute on behalf of any Member any other instrument or
document that may be required to be executed, recorded, or filed by
the Company or any Member under state or federal law or which the
Managers deem advisable to execute, record, or file;

(iii) Execute on behalf of any Member all conveyances, contracts,
and other documents or instruments that the Managers deem necessary or
appropriate carry on the business of the Company, effect the
dissolution and termination of the Company, sell, exchange, or
otherwise dispose of all or part of the Company assets, or to carry
out any provisions of this Agreement, so long as the foregoing are
adopted in accordance with the terms of this Agreement;

(iv) Act as the agent of any Member and any Withdrawing Member
for the purpose of executing, delivering, and filing any and all
documents required to be executed, delivered, or filed by the
Withdrawing Member to effect the Assignment of the applicable Member's
Interest to the Company or any other Person under the provisions of
this Agreement, and execute and deliver any and all documents
necessary to effect the Assignment of a Withdrawing Member's Interest;

(v) Execute and file on behalf of any Member any documents
necessary to perfect any security interest granted by a Member
pursuant to this Agreement;

(vi) File any petition in any court, including a petition seeking
protection under the federal bankruptcy laws, on behalf of the
Company; and

(vii) Execute any document or instrument, on behalf of any
Member, that is necessary, in the judgment of the Managers, to carry
out any provision of this Agreement.

(b) This special power of attorney is a power coupled with an
interest, is irrevocable, and shall survive the Incapacity or Bankruptcy of
any Member granting the power of attorney and the Assignment of all or any
part of any Interest of the Member (except that, if the assignee has been
approved for admission to the Company as a Substituted Member, the power of
attorney of the Assigning Member shall survive the Assignment until the
assignee is admitted to the Company as a Substituted Member and all
required documents and instruments are duly executed, filed, and recorded
to effect the substitution). The acts of any Manager pursuant to this power
of attorney are binding upon each Member, as if the act were done by the
Member. If there is any conflict between the provisions of this Agreement
and any document executed or filed by any Manager pursuant to the special
power of attorney, the terms of this Agreement govern in all instances.

ARTICLE XII

OFFICER PROVISIONS

SECTION 12.01. NUMBER, TITLE AND QUALIFICATIONS. The officers of the
Company ("OFFICERS") shall be chosen by the Board of Managers and shall
initially include a CEO (as defined below), a President, an Executive Vice
President, a Secretary and a CFO (as defined below). The Officers may include
such additional Officers as the Managers may determine from time to time by
resolution. Any two or more offices may be held by the same Person. The
Officers may be, but are not required to be, Managers. Each Officer of the
Company shall hold office until his or her death, voluntary resignation or
removal by the Managers. If the office of any Officer becomes vacant, for any
reason, the vacancy shall be filled by the Managers.

SECTION 12.02. POWERS. The Officers shall exercise and perform the
respective powers, duties and functions as are stated below, and as may be
assigned to them by the Board of Managers.

SECTION 12.03. INITIAL OFFICERS. The Officers set forth in APPENDIX TWO
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are hereby appointed by the Board of Managers to serve as the initial Officers
of the Company.

SECTION 12.04. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
("CEO") shall be the Chief Executive Officer of the Company, having all powers
and performing all duties appropriate to the capacity and as may be further
designated by the Managers. The CEO may sign, with the Secretary or any other
proper officer of the Company authorized by the Manager, any deeds, mortgages,
bonds, contracts or other instruments which the Managers have authorized to be
executed in the name of and on behalf of the Company, except in cases where the
signing and execution thereof shall be expressly delegated by the Managers or by
this Agreement or by statute to some other Officer or agent of the Company, and,
in general, the CEO shall perform all duties incident to the office of the CEO
and such other duties as may be prescribed by the Managers from time to time.

SECTION 12.05. PRESIDENT. The President shall be the principal operating
officer of the Company, shall have general authority to execute and deliver
documents on behalf of the Company and shall have such other duties and
responsibilities as may be prescribed by the Managers from time to time.

SECTION 12.06. EXECUTIVE VICE PRESIDENT. In the absence of the CEO and
the President, any Executive Vice President shall perform the duties of the CEO
and the President and, when so acting, shall have all of the powers of and be
subject to all of the restrictions upon the CEO and the President. The
Executive Vice President shall have such other duties and responsibilities as
may be prescribed by the CEO, the President and the Managers from time to time.

SECTION 12.07. SECRETARY. The Secretary shall keep the minutes of the
meetings of the Members and the Managers in one or more books provided for that
purpose; give all notices in accordance with the provisions of this Agreement or
as required by law; be custodian of the corporate records of the Company; keep a
register of the postal address of each Member and Manager which shall be
furnished to the Secretary by each Member; and, in general, perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to the Secretary by the CEO or by the Managers.

SECTION 12.08. CHIEF FINANCIAL OFFICER. If required by the Managers, the
Chief Financial Officer ("CFO") shall give a bond for the faithful discharge of
his or her duties in such sum and with such surety or sureties as the Managers
shall determine. The Company shall pay for such bond from its own funds. The
CFO shall have charge and custody of, and be responsible for, all funds and
securities of the Company; receive and give receipts for moneys due and payable
to the Company from any source whatsoever, and deposit all such moneys in the
name of the Company in such banks, trust companies and other depositories as may
be selected in accordance with this Agreement; and, in general, perform all of
the duties incident to the office of CFO and such other duties as from time to
time may be assigned to him or her by the CEO or by the Managers.

SECTION 12.09. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. If
required by the Managers, the Assistant Treasurers shall give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Managers shall determine. The Assistant Treasurers and Assistant Secretaries,
in general, shall perform such duties as shall be assigned to them by the CFO or
the Secretary, respectively, or by the CEO or the Managers.

SECTION 12.10. ADDITIONAL OFFICERS. The Managers shall have the power to
appoint individuals to serve as Officers of the Company with such powers and
duties, and upon such terms and conditions, as the Mangers shall determine from
time to time, including a Chief Technical Officer and a Chief Information
Officer. Each additional Officer shall hold office until his/her successor
shall be duly designated and shall qualify or has been transferred to another
role in the Company, until death, or until his/her resignation or removal by the
Managers

SECTION 12.11. COMPENSATION OF OFFICERS. The Officers of the Company
shall receive such compensation, expense reimbursement and other remuneration
for their services as Officers of the Company as may be established from time to
time by the Managers.

SECTION 12.12. RESIGNATION AND REMOVAL. An Officer may resign at any time
by giving written notice to the Managers. Such resignation is effective when
the notice is received by the Manager unless the notice specifies a later
effective date. Any Officer may be removed at any time with or without cause by
the Managers. Such removal does not affect the contractual rights, if any, of
the Company or of the Officer so removed. The appointment of an Officer shall
not in itself create any contractual rights.

SECTION 12.13. VACANCIES; INCAPACITY. A vacancy in any office, however
occurring, may be filled by the CEO with unanimous concurrence of the Managers
for the unexpired portion of the Officer's term. If an Officer is unable to
fulfill his/her duties due to illness or other incapacity, the CEO shall have
the authority to appoint an individual who shall fulfill the duties and shall
exercise all of the rights and powers of the incapacitated Officer during
his/her incapacity.

SECTION 12.14. DUTIES TO THE COMPANY. Except as expressly provided
herein, each Officer of the Company shall have the same duties and obligations
to the Company as a Manger.

ARTICLE XIII
AMENDMENTS AND GENERAL PROVISIONS

SECTION 13.01. AMENDMENTS. The Articles of Organization of the Company
and this Agreement may be amended only by the unanimous written consent of the
Members. The Members or Managers shall execute, when required by law or this
Agreement, all amendments of the Articles of Organization and this Agreement and
do all filings, recordings, and other acts as may be appropriate to comply with
the operation of the Company under Georgia law. Notwithstanding the foregoing,
the information in APPENDIX TWO shall be adjusted from time to time by the
-------------
Managers to the extent necessary to reflect accurately, the information
contained therein, without further action by the Members and this Agreement may
be amended by the Managers without consent of the Members (a) to correct any
error, (b) to cure any ambiguity or

SECTION 13.02. NOTICES. Except as otherwise required by law, any notice
required or permitted under this Agreement must be in writing and must be given
either: (i) by personal delivery; (ii) by United States certified mail,
return-receipt requested, postage prepaid, and properly addressed; (iii) by any
private overnight, "same day", or "next-day" delivery service, delivery charges
prepaid with proof of receipt; or (iv) by facsimile machine or telecopier.
Notice sent in any of the manners set forth above must be addressed or sent to
the Member at the addresses or facsimile phone numbers on record for the Member.
Any party may change its address or facsimile number for the purposes of
delivery and receipt of notices by advising all other parties in writing of the
change. Notice delivered in one of the foregoing manners shall be deemed to be
received: (I) on the date of delivery, if personally delivered; (II) on the date
which is two days after deposit in the United States mail, if given by certified
mail; (III) on the day after deposit with an express delivery service, if given
by overnight, "same day", or "next-day" delivery service; or (IV) on the date of
transmittal, if given by facsimile machine or facsimile. No notice shall be
deemed effective unless sent in one of the manners described above.

SECTION 13.03. WAIVER OF PARTITION. Each Member irrevocably waives any
right to partition or the right to take any other action that might otherwise be
available to the Member for the purpose of severing its relationship with the
Company or its Interest in the Company from the Interest of the other Members
until the dissolution of the Company.

SECTION 13.04. MEMBER'S REPRESENTATIONS. Each Member, by executing this
Agreement, represents that:

(a) The Member is acquiring the Interest in the Company for its own
account and not for the account of any other and as a long-term investment
and does not have any current intention or know of any circumstances that
might require the Assignment of any portion or all of the Interest;

(b) The Interests in the Company may not be Assigned without the
consent of the Managers and have not been registered under the Securities
Act of 1933 as amended, and the Company has no obligation to so register
the Interests; and

(c) The Member has either had access or has been provided with, prior
to acquiring the Interest in the Company, the same kind of information
regarding the Company as required by Regulation D, promulgated by the
Securities and Exchange Commission under the Securities Act of 1933 as
amended.

SECTION 13.05. INDEMNIFICATION.

(a) The Company shall indemnify and hold harmless each Member, Officer
and Manager for, from, and against all loss, damages, liabilities, and
expenses incurred by any Member, Officer or Manager arising out of acts or
omissions committed or alleged to have been committed while acting as a
Member, Officer or Manager for or on behalf of the Company, except for (i)
fraudulent or grossly negligence acts or omissions of a Member, Manager or
Officer; (ii) deceitful, intentional misconduct, a knowing

violation of law or of this Agreement or (iii) in the case of a Manager or
Officer, any act or omission committed in breach of the fiduciary duty of
the Manager or Officer for any transaction for which the Manager or Officer
received a personal benefit in violation or breach of any provision of this
Agreement. Any indemnification extended pursuant to the above-provision
shall be paid from, and limited to, the assets of the Company, and no
Member, Officer or Manager shall have any personal liability for the
indemnification.

(b) A Member, Officer or Manager shall remain liable to the Company
(and shall not be entitled to any indemnification or defense from the
Company) for all acts or omissions set forth in (a)(i) - (iii) above
causing damage to the Company or its Members, Officers or Managers as
determined by a final non-appealable order of a court of competent
jurisdiction (except to the extent the Company is compensated for the
damage by any insurance coverage maintained by the Company in accordance
with this Agreement).

SECTION 13.06. ATTORNEY FEES. If any suit, proceeding, claim, demand, or
liability is asserted by a Member against the Company or by the Company against
a Member or between any Members with respect to Company affairs, the prevailing
party, in addition to any other remedy, shall be entitled to recover attorney
fees, court costs, and other costs in a reasonable amount.

SECTION 13.07. SUCCESSORS AND ASSIGNS. Except as otherwise provided in
this Agreement, every covenant, term, and provision of this Agreement shall be
binding upon and inure to the benefit of the Members and their respective heirs,
legatees, legal representatives, successors, transferees, and assigns; however,
this Section shall not be deemed to authorize any Assignment not otherwise
permitted under this Agreement, to confer upon the assignee of a Member's
Interest any rights not specifically granted under this Agreement, or to
supersede or modify in any manner any provision of Article VIII.

SECTION 13.08. SEVERABILITY. If any one or more of the provisions of this
Agreement or the applicability in any provision to a specific situation is held
to be invalid or unenforceable, the provision shall be modified to the minimum
extent necessary to make it or its application valid and enforceable, and the
validity and enforceability of all other provisions of this Agreement and all
other applications of such provisions shall not be affected by any such
invalidity or unenforceability.

SECTION 13.09. HEADINGS. The headings of this Agreement are for reference
only and are not intended to limit or define the meaning of any provision of
this Agreement.

SECTION 13.10. APPLICABLE LAW. This Agreement shall be governed by, and
construed in accordance with, the substantive laws and judicial decisions of the
State of Georgia, excluding the conflicts of law provisions thereof.

SECTION 13.11. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between and among the Parties, and there have been no representations,
warranties, covenants, or conditions except for those specified in this
Agreement.

SECTION 13.12. TIME. Time is of the essence with respect to this
Agreement.

SECTION 13.13. CREDITORS. None of the provisions of this Agreement shall
be for the benefit of, or enforceable by, any creditors of the Company.

SECTION 13.14. COUNTERPARTS; FACSIMILE. This Agreement may be executed in
two or more counterparts by the parties hereto, and each such counterpart shall
be considered an original and all such counterparts shall constitute one and the
same instrument. Signatures on this Agreement may be communicated by facsimile
transmission and shall be binding upon the parties transmitting the same.
Counterparts with original signatures shall be provided to the other parties
within seven days of the applicable facsimile transmission; provided, however,
that the failure to provide the original counterpart shall have no effect on the
validity or the binding nature of this Agreement. If executed in counterparts,
this Agreement shall be effective as if simultaneously executed.

SECTION 13.15. SOLE AND ABSOLUTE DISCRETION. Except as otherwise provided
in this Agreement, all actions that any Member may take and all determinations
that any Member may make pursuant to this Agreement may be taken and made at the
sole and absolute discretion of the Member.

SECTION 13.16. CONFIDENTIALITY. The Managers and Members shall use
commercially reasonable efforts to avoid the disclosure of the terms of this
Agreement to third parties, except as may be required in connection with
contracts to be entered into by the Company for the purposes of an Assignment or
sale of an Interest in the Company or the construction, development, financing,
operation, and disposition of any real estate or other project in which the
Company elects to participate or except as may be required for financial, tax,
or regulatory purposes or otherwise required by law.

SECTION 13.17. CONSTRUCTION. Every covenant, term, and provision of this
Agreement shall be construed according to its fair meaning and not strictly for
or against any Member.

Each of the Parties has executed this Agreement or a counterpart to be
effective as of the Effective Date.

INITIAL MEMBERS:

NANOPIERCE TECHNOLOGIES, INC.

By:/s/ Xxxx X. Xxxxxxxxx
-------------------------------------
Xxxx X. Xxxxxxxxx, President, Chief
Executive Officer and Chairman of the
Board

XACT RESOURCES INTERNATIONAL, INC.

By:/s/ Xxxx Xxxxxxxxx
-------------------------------------
Xxxx Xxxxxxxxxx, Manager

SUBSEQUENT MEMBERS:

----------------------------------------
Name

This Agreement has been reviewed and accepted by the undersigned as the
initial Managers of the Company.

/s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxxx, Manager

/s/ Xxxx Xxxxxxxxxx
----------------------------------------
Xxxx Xxxxxxxxxx, Manager

APPENDIX ONE
TO
OPERATING AGREEMENT OF BIOAGRA LLC

For purposes of this Agreement, the following terms have the meanings
ascribed below:

"ACT" has the meaning set forth in the Recitals.

"ADDITIONAL MEMBER" means any Person who is admitted to the Company as a
new Member in addition to the original Members by obtaining the requisite
approval required by this Agreement, executing a signature page agreeing to be
bound by the terms of this Agreement and by paying the Company the Initial
Contribution, if any, as required by Article III hereof.

"AFFILIATE" means, with respect to any Member or other Person: (i) a
"Member of family," as that term is defined in I.R.C. Sec. 318(a)(1); or (ii) a
Person that directly or indirectly, through one or more intermediaries, controls
or is controlled by or is under common control with that Member or Person.

"AGREED VALUE" means the fair market value of any property contributed to
the Company without regard to any lien encumbering the property; however, in
accordance with I.R.C. Sec. 7701(g), the fair market value of this property
shall be treated as being not less than the amount of any nonrecourse
indebtedness to which this property is subject. The Agreed Value must be either
set forth in this Agreement or in a written agreement, incorporating this
Agreement by reference, executed by the contributing Member and all
non-contributing Members.

"AGREEMENT" means this Operating Agreement, as amended, restated, or
supplemented from time to time.

"ARTICLES OF ORGANIZATION" has the meaning set forth in Section 1.01 of
this Agreement.

"ASSIGN" or any variant of that term, means to sell, exchange, transfer,
assign, pledge, hypothecate, encumber, give, bequeath, distribute, or otherwise
dispose of any Interest in the Company or any beneficial interest in any
Interest in the Company. The term "ASSIGN" or any variant of that term shall
------
not include any sale, exchange, transfer, assignment, gift, bequest, or
distribution of any Interest in the Company to any Person who, at that time, is
already a Member of the Company upon compliance with the requirements set forth
in Sections 8.03, 8.04, and 8.05 of this Agreement and shall not include a
Dissociation pursuant to Section 8.06 of this Agreement.

"ASSIGNING MEMBER" has the meaning set forth in Section 8.03(b) of this
Agreement.

"BANKRUPTCY" means the filing by a Member of a petition commencing a
voluntary case under the Bankruptcy Code; the adjudication of the Member as a
bankrupt or insolvent; a general assignment by a Member for the benefit of
creditors; an admission in writing by a Member of his/her/its inability to pay
his/her/its debts as they become due; the filing by a Member of any

Appendix One - 1

petition or answer in any proceeding seeking for himself/herself/itself, or
consenting to, or acquiescing in, any insolvency, receivership, reorganization,
arrangement, composition, readjustment, or consenting to, or acquiescing in, any
insolvency, receivership, reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law, or regulation, or the filing by a Member of an answer or
other pleading admitting or failing to deny, or to contest, the material
allegations of the petition filed against him/her/it in any such proceeding; the
seeking or consenting to, or acquiescence by a Member in, the appointment of any
trustee, receiver, or liquidator of him/her/it, or any part of his/her/its
property; the commencement against a Member of an involuntary case under the
Bankruptcy Code, or a proceeding under any receivership, reorganization,
arrangement, composition, readjustment, liquidation, insolvency, dissolution or
like law or statute, which case or proceeding is not dismissed or vacated within
60 days; or the appointment without his/her/its consent or acquiescence of a
trustee, receiver or liquidator of the Member or any part of his/her/its
property, which appointment is not vacated or stayed within 60 days, and if
stayed, is not vacated within 60 days after the expiration of the stay.

"BOARD OF MANAGERS" means a board consisting of the Managers of the Company
elected by the Members, which Board of Managers shall manage the business and
affairs of the Company in accordance with the provisions of this Agreement.

"CAPITAL ACCOUNT" means the capital account maintained for each Member as
described in this Agreement.

"CEO" has the meaning set forth in Section 12.04 of this Agreement.

"CFO" has the meaning set forth in Section 12.08 of this Agreement.

"COMPANY" means BioAgra LLC, the limited liability company referred to in
this Agreement and any limited liability company continuing the business of the
Company upon a dissolution described in this Agreement.

"COMPANY VALUE" means the fair market value of the Company and its assets,
net of all accrued and unpaid liabilities, as determined by the Company's
accountant, if the Company were sold for cash on the date of the occurrence of
the Event of Withdrawal or the Voluntary Withdrawal, as the case may be. If
there is a dispute between the Members regarding the Company Value, the Company
Value shall be determined by a Qualified Appraiser acceptable to the Selling
Member and the Company. A "QUALIFIED APPRAISER" means a Person who is not an
-------------------
Affiliate of any Member and who is experienced in appraising property similar to
that of the Company. If the Selling Member and the Company are unable to agree
on a single Qualified Appraiser, the Selling Member and the purchaser each shall
appoint a Qualified Appraiser. If the Company Value as determined by the lower
of the two appraisals is equal to or greater than 85% of the Company Value as
determined by the higher appraisal, the Company Value shall be the average of
the two appraisals. If the Company Value as determined by the lower of the two
appraisals is less than 85% of the Company Value as determined by the higher
appraisal, the two Qualified Appraisers shall, within five business days after
the last of the two appraisal reports is delivered to the Members, agree on a
third Qualified Appraiser. The Company Value shall be deemed to be equal to the
average of the two appraisals with the least dollar variation between

Appendix One - 2

them; however, the Company Value shall be no higher than the higher of the two
original appraisals and no lower than the lower of the two original appraisals,
and, further, if one appraisal is the average of the other two appraisals, the
Company Value shall be deemed to be the average of all three appraisals. Each
Qualified Appraiser shall be instructed to provide an appraisal report within 30
days of his appointment, and all costs of appraisal shall be borne equally by
the Selling Member and the Company.

"CONTRIBUTION" means any cash, services rendered, and the fair market value
of any other Company asset contributed by a Member in exchange for, or in
respect of, an Interest in the Company, including the Initial Contributions. An
assumption of the Company's unsecured liability by a Member shall be treated as
a contribution of cash to the Company. For this purpose, the assumption of a
secured liability in excess of the fair market value of the security shall be
treated as the assumption of an unsecured liability to the extent of that
excess.

"DEPRECIATION" means, for each Fiscal Year or other period, an amount equal
to the cost recovery deduction allowable with respect to an asset for the year
or other period; however, if the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of such year or
other period, Depreciation shall be an amount that bears the same ratio to the
beginning Gross Asset Value as the federal income tax cost recovery deduction
for the year or other period bears to such beginning adjusted tax basis.

"DISBURSABLE CASH" means, for any applicable period, Net Cash Flow and any
investment interest received by the Company thereon for such period, less
reserves for working capital in such amounts as the Board of Managers deem
appropriate under the circumstances but not to exceed, with respect to such
period, aggregate existing reserves equal to six months of operating fees as set
forth in the Operating Budget for the applicable Fiscal Year.

"DISSOCIATION" refers to the death, disability or other event referred to
in Section 8.06 which terminates the continued membership of a Member in the
Company.

"DISSOLUTION" means (a) in the case of a Member who is acting as a Member
by virtue of being a trustee of a trust, the termination of the trust (but not
merely the substitution of a new trustee); (b) in the case of a Member that is a
partnership, the dissolution and commencement of winding up of the partnership;
(c) in the case of a Member that is a corporation, the filing of articles of
dissolution, or its equivalent, for the corporation or the revocation of its
charter; (d) in the case of a limited liability company, the filing of articles
of dissolution, or its equivalent, for the limited liability company, or the
involuntary dissolution by a non-appealable order of a court of competent
jurisdiction; or (e) in the case of an estate, the distribution by the fiduciary
of the estate's entire membership interest.

"DISTRIBUTION" means any cash, property or assets of the Company property
distributed to a Member or Economic Interest Owner in respect of its Interest in
the Company. All property and assets of the Company shall be valued at their
fair market value determined by the Company using such reasonable method of
valuation as it may adopt.

"ECONOMIC INTEREST" means a Person's share, if any, of the capital,
Profits, Losses, and Distributions of the Company under this Agreement and the
Act, but the term "ECONOMIC

Appendix One - 3

INTEREST" shall not include any right to participate in the management of the
business or affairs of the Company or any right to vote with Members upon any
matter upon which a vote of the Members is taken. The Economic Interest of each
Member shall be based upon the related Contribution to the Company.

"ECONOMIC INTEREST OWNER" means the owner of an Economic Interest who is
not a Member.

"EFFECTIVE DATE" has the meaning set forth on page one of this Agreement.

"EVENT OF DISSOLUTION" means the occurrence of any of the following: (i)
the unanimous agreement of the Members that the Company is to be dissolved,
liquidated, and terminated; (iii) the occurrence of an Event of Withdrawal or
Voluntary Withdrawal with respect to the last remaining Member, except as
otherwise provided in Section 8.01(c) of this Agreement; (iv) the sale or other
disposition by the Company of all or substantially all of the assets of the
Company and the Distribution to the Members of the proceeds from the sale or
other disposition; (v) the entry of a decree of judicial dissolution under
subsection (a) of O.C.G.A. Section 00-00-000; or (vi) the occurrence of any
event that, under the Act, would cause the dissolution of the Company.

"EVENT OF WITHDRAWAL" means, with respect to any Member, the occurrence of
any of the following: (i) Bankruptcy; (ii) Dissolution; (iii) the commission of
any act of gross negligence or fraud by a Member upon or affecting the Company;
(iv) a breach of a Member's fiduciary duty to the Company that causes the
Company material financial loss; (v) any Assignment of a Member's Interest in
the Company that is in violation of this Agreement; (vi) the failure of a Member
to pay its applicable Initial Contributions when required under this Agreement;
or (vii) the entry of a charging order against a Member's interest in the
Company pursuant to O.C.G.A. Section 00-00-000 (except that, an Event of
Withdrawal specified in clauses (v) or (vi) above shall not be treated as an
Event of Withdrawal to the extent the Managers not appointed or elected by such
Member otherwise agree not to treat such event as an Event of Withdrawal).
Further, notwithstanding the foregoing, in the case of the Assignment of all the
Interests in the Company, the assigning Members are permitted to remain as
Members in the Company until all assignees of the Member's Interest have been
admitted into the Company as Substituted Members.

"EXERCISING MEMBER" means each Member who is not a Withdrawing Member and
who is exercising its option to purchase the Interest of the Withdrawing Member
pursuant to this Agreement.

"FISCAL YEAR" means the year ending December 31 or, if the Company is
terminated prior to December 31 of any year, the period ending on the date the
Company is terminated. The Fiscal Year also shall constitute the taxable year
of the Company. The Fiscal Year identified above may be changed only upon the
unanimous approval of the Members.

"GROSS ASSET VALUE" means, with respect to any asset, the adjusted basis of
the asset for federal income tax purposes, except as follows: (i) the initial
Gross Asset Value of any asset contributed by a Member to the Company shall be
the Agreed Value of the asset; (ii) the Gross Asset Values of all Company assets
shall be adjusted to equal their respective gross fair market

Appendix One - 4

values (taking in to account I.R.C. Sec. 7701(g)), as determined by the Members,
at the following times: (I) the acquisition of an additional Interest in the
Company by any new or existing Member in exchange for a Contribution to the
capital of the Company, (II) the Distribution by the Company to a Member of an
amount of money or other Company property, unless all Members receive
simultaneous Distributions of the money or undivided interests in the
distributed property in accordance with the terms of this Agreement, and (III)
the liquidation of a Member's Interest in the Company as defined in T.R. Sec.
1.704-1(b)(2)(ii)(g), including with respect to the liquidation of the Company;
(iii) the Gross Asset Value of a Company asset distributed to one or more
Members shall be adjusted immediately prior to the Distribution to equal its
then gross fair market value (taking into account I.R.C. Sec. 7701(g)); and (iv)
if the Gross Asset Value of an asset has been determined or adjusted pursuant to
subsection (i) or (ii) above, the Gross Asset Value thereafter shall be adjusted
by the Depreciation, if any, taken into account with respect to the asset for
purposes of computing Profits and Losses.

"GROSS REVENUES" means, for any applicable period, the gross receipts of
the Company from operations, including all items of income, whether ordinary or
extraordinary, except Contributions or borrowing by the Company.

"INCAPACITY" means the death, adjudication of incompetency or insanity of
any individual, the status of an individual who has not attained the age of 18
years, or the dissolution, termination, or complete liquidation of any
corporation, limited liability company, partnership, trust, or other entity.

"INITIAL CONTRIBUTIONS" has the meaning set forth in Section 3.01 of this
Agreement.

"INITIAL MEMBERS" means NanoPierce and XACT.

"INTEREST" means (a) with respect to a Member, the entire ownership
interest of a Member in the Company, including such Member's Economic Interest,
together with any other rights and obligations granted to, or assumed by, a
Member under the Articles of Organization, this Agreement or the Act and (b)
with respect to an Economic Interest Owner, such Person's Economic Interest in
the Company. Pursuant to O.C.G.A. Section 00-00-000, an interest in the Company
shall be considered personal property for all purposes.

"I.R.C." or "CODE" means the Internal Revenue Code of 1986, as amended, and
a reference to any section or provision of the I.R.C. shall be deemed to refer
to any future section or provision of the federal tax law that corresponds to
the section or provision of the I.R.C. referred to that was in effect on the
date of this Agreement.

"LOSS" or "LOSSES" has the meaning set forth in the definition of
"Profits."

"MAJORITY" means (a) with respect to the Members, those Members whose
Voting Interests constitute more than 50% of all of the Voting Interests
attributable to the applicable Members entitled to vote on a matter and (b) with
respect to the Managers, those Managers whose Voting Interests constitute more
than 50% of all the Voting Interests attributable to the applicable Managers
entitled to vote on a matter. Unless otherwise specified in this Agreement or
in any written request for a vote, with respect to the Members, a Majority must
be indicated by the affirmative approval of a Majority of the Members.

Appendix One - 5

"MANAGER" means the Persons designated as the Managers on APPENDIX TWO, as
------------
may be amended from time to time.

"MEMBER" means all of the Parties to this Agreement and all Persons who may
become in the future an Additional Member or Substituted Member of the Company.
The name, mailing address, Voting Interest and Percentage Interest of each
Member of the Company appears on APPENDIX TWO, as may be amended from time to
------------
time.

"NET CASH FLOW" means, for any applicable period, the Gross Revenues of the
Company after payment (without duplication) of (a) the operating fees and
expenses set forth in the Operating Budget relating to such period; and (b)
expenses incurred relating to such period in connection with Section 7.16, all
as reasonably determined by the Board of Managers consistent with the Operating
Budget.

"O.C.G.A." means the Official Code of Georgia Annotated, as then in effect.

"OFFICERS" has the meaning set forth in Section 12.01 of this Agreement.

"OPERATING BUDGET" has the meaning set forth in Section 6.09 of this
Agreement.

"ORGANIZER" means the Person or Persons acting as the organizer or
organizers of the Company in accordance with O.C.G.A. Section 00-00-000, as such
may be amended from time to time.

"PARTIES" has the meaning set forth on page one of this Agreement.

"PERCENTAGE INTEREST" means with respect to the Members, the percentage
interest in the Company as set forth on APPENDIX TWO, which may be amended from
------------
time to time in the manner described in this Agreement.

"PERSON" means any individual, association, limited liability company,
partnership, corporation, trust estate, or other entity.

"PRIME LENDING RATE" means the rate of interest reported in the money rates
column of The Wall Street Journal for corporate loans at large U.S. commercial
banks. Whenever the Prime Lending Rate is used to calculate the payment of an
amount due under this Agreement, the Prime Lending Rate will be adjusted as and
when adjusted under The Wall Street Journal.

"PROFITS" or "LOSSES" or "PROFIT" or "LOSS", when used in reference to the
Company, means, for each Fiscal Year or other period, an amount equal to the
Company's taxable income or loss for the year or period, determined in
accordance with I.R.C. Sec. 703(a) (for this purpose, all items of income, gain,
deduction, or loss required to be stated separately pursuant to I.R.C. Sec.
703(a)(1) shall be included in taxable income or loss), with the following
adjustments: (i) any income of the Company that is exempt from federal income
tax and not otherwise taken into account in computing Profits and Losses shall
be added to the taxable income or loss; (ii) any expenditures of the Company
described in I.R.C. Sec. 705(a)(2)(B) or treated as I.R.C. Sec. 705(a)(2)(B)
expenditures pursuant to T.R. Sec. 1.704-1(b)(2)(iv)(i), and not otherwise taken
into account in computing Profits and Losses shall be subtracted from the
taxable income

Appendix One - 6

or loss; (iii) if the Gross Asset Value of any Company asset is adjusted
pursuant to the definition of Gross Asset Value, the adjustment shall be
reflected in the Profit or Loss of the Company for purposes of this Agreement as
if the Company realized and recognized gain or loss for federal income tax
purposes equal to the amount of such adjustment; (iv) gain or loss resulting
from any disposition or deemed disposition (under subsection (iii) of this
section) of Company property with respect to which gain or loss is recognized
for federal income tax purposes or deemed recognized (under subsection (iii) of
this section) shall be computed by reference to the Gross Asset Value of the
property disposed of or deemed disposed of, notwithstanding that the tax basis
of the property differs from its Gross Asset Value; and (v) in lieu of the cost
recovery deductions taken into account in computing the taxable income or loss,
there shall be taken into account Depreciation for the Fiscal Year or other
period, computed in accordance with the definition of Depreciation.

"PURCHASE NOTICE" has the meaning set forth in Section 8.03(d) of this
Agreement.

"PURCHASE OFFER" has the meaning set forth in Section 8.03(c) of this
Agreement.

"PURCHASING MEMBER" has the meaning set forth in Section 8.03(d) of this
Agreement.

"RIGHT OF FIRST REFUSAL" has the meaning set forth in Section 8.03(b) of
this Agreement.

"SELLING MEMBER" has the meaning set forth in Section 8.03(b) of this
Agreement.

"SUBSTITUTED MEMBER" means any Person who is admitted to the Company as a
Member pursuant to the provisions of Article VIII in place of, or as an assignee
of, a Member.

"TAX MATTERS PARTNER" has the meaning set forth in Section 6.04 of this
Agreement.

"T.R." or "REGULATIONS" means the United States Treasury Regulations that
are in effect on the date of this Agreement, and a reference to any section or
provision of the T.R. shall be deemed to refer to any future section or
provision of the T.R. that corresponds to the section or provision of the T.R.
referred to that was in effect on the date of this Agreement.

"VOLUNTARY WITHDRAWAL" means the decision or determination by a Member to
withdraw as a Member from the Company.

"VOTING INTEREST" means the number of votes assigned to the Members and the
Managers as shown on APPENDIX TWO. The Voting Interest of a Member (and the
------------
Manager or Managers appointed by such Member) may change based on adjustments to
the Percentage Interest of a Member. For example, if the Percentage Interest of
a Member is adjusted from 50% (and one vote) to 25%, the Voting Interest of the
Member and the Manager or Managers elected or appointed by such Member shall be
one-half vote.

"WITHDRAWAL PRICE" has the meaning set forth in Section 8.02(d) of this
Agreement.

"WITHDRAWAL PRICE NOTE" has the meaning set forth in Section 8.02(e) of
this Agreement.

"WITHDRAWING MEMBER" means a Member who withdraws from the Company.

Appendix One - 7

APPENDIX TWO
TO OPERATING AGREEMENT OF
BIOAGRA LLC

MEMBER NAME AND ADDRESS PERCENTAGE VOTING INTEREST INITIAL
INTEREST CONTRIBUTIONS

NanoPierce Technologies, Inc. 50% 1 vote $ 1,500,000*
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000

Xact Resources International, Inc. 50% 1 vote $ 1,500,000#
0000 X. Xxxxxxxx XX Xx,
Xxxxx 000
Xxxx Xxxxx, XX 00000
Facsimile: (000) 000-0000

*The Initial Contribution includes $1,500,000 cash.

#The Initial Contribution includes rights, licenses, intellectual properties,
know-how, processes, testing data, permits, approvals, customers, purchaser
orders and similar items essential to the business of the Company, including,
without limitation, the License Agreement dated as of November 9, 2004, by and
between Xact Resources, Inc. and Progressive Bioactives, Inc., as may be amended
from time to time and the Industrial Lease Agreement, by and between Liberty
County Industrial Authority and BioAgra LLC, as may be amended from time to
time, all of which shall be assigned to the Company pursuant to a General
Conveyance and Assignment dated as of the Effective Date in a form reasonably
acceptable to NanoPierce.

MANAGER NAME AND ADDRESS VOTING INTEREST
Xxxx X. Xxxxxxxxx 1 vote
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000

Xxxx Xxxxxxxxxx 1 vote
0000 X. Xxxxxxxx XX Xx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Facsimile: (000) 000-0000

Total Votes 2 votes

OFFICER NAME OFFICE(S) HELD
Xxxx Xxxxxxxxxx CEO
Xxxx X. Xxxxxxxxx Executive Vice President
Xxxxxx X. Xxxxxxxx CFO, Secretary

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