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<br />OPERATING AGREEMENT <br /> <br />Of <br /> <br />FL GILL H20, LLC <br />THIS OPERAnNG AGREEMENT ( "Agreement") of Fl Gill H2O , LlC is dated and is <br />effective as of January 1, 2004 and is made by and between the three entity Members whose <br />names are set forth in the signature page of this Agfeement and they are hereinafter referred to <br />as the "Members", <br /> <br />RECITALS <br /> <br />WHEREAS, the Membefs have formed a limited liability company (the "Company") under <br />the laws of the State of Colorado pursuant to the filing of the Articles of Organization (the "Articles <br />of Organization") of the Company with the Cotorado Secretary of State on December 18,2003; <br />and <br /> <br />WHEREAS, the Members wish to $et forth the tenns punwant to which the Company will <br />be managed and operated. <br /> <br />NOW, THEREFORE. in consideration of the mutual promises and agreements made <br />herein, the parties, intending to be legally bound. hereby agree as follows: <br /> <br />ARTICLE I <br />DEFINED TERMS; RULES OF CONSTRUCTION <br /> <br />1.01 Defined Terms. <br /> <br />Terms used with initial capital letters, which are not otherwise defined in the body of this <br />Agreement. shall have the following meanings: <br /> <br />"Act": Cotorado Limited Liabifity Company Act, C.R.S. ~7 -80-101, et seq., as amended <br />from time to time. <br /> <br />"Additional Capital Contl'lbutloll": With respect to each Member, the amount of cash <br />or the agreed fair market value of any property (net of liabilities assumed by the Company and <br />any liabilities to which such property is subject) contributed by such Member. <br /> <br />"AI1teement": This Operating Agreement, as amended from time to time as set forth <br />herein. <br />