Exhibit AMENDMENTNUMBER 1 TOLIMITED LIABILITY COMPANY OPERATING AGREEMENT

1.  Article 5 is hereby amended only as to Sections 5.1, 5.2 and 5.5 of the Agreement, and those sections are hereby amended and restated as follows:

5.1   Initial Capital Contributions. At the time of their respective execution of this Agreement, each Member or Unitholder has severally and not jointly agreed to guaranty a Proportionate amount of the Company's obligation for money it may borrow at any time, including all future reborrowing, from First Regional Bank, or any future lender or financial institution to the Company (each a "Lender"), each guarantying up to the amount as set forth in the Capital Contribution column opposite its name on Exhibit A to this Agreement. The amount of the Capital Contribution shall be based on each Percentage Interest multiplied by 150% multiplied by the maximum amount allowed to be borrowed by the Company. Notwithstanding any other term or provision of the Agreement, Members or Unitholders shall upon request further evidence their obligations under this Agreement by executing a personal guaranty and by delivering it promptly, in any reasonable forms or instruments provided by banks, and the Members and Unitholders shall execute such further instruments and documents as may be reasonably requested by the Company or its Lender or by a Member or Unitholder for the purpose of stating or confirming their guaranty or the manner of allocating liability among them as guarantors of the Company's past, present or future indebtedness. The Company's borrowing proceeds shall be used only for purposes reasonably related to the Equipment Lease with Javo for equipment that the Company owns and provides for Javo under the Equipment Lease. The Capital Contribution shall be evidenced by a personal guaranty, an Allocation Agreement, which shall be in substantially the form attached hereto as Exhibit B, and such further instruments and documents as may be reasonably requested by the Company or its Lender or by a Member or Unitholder for the purpose of stating the manner of allocating liability among them as guarantors of the Company's past, present or future indebtedness. The guaranty of the obligation shall be considered an immediate Capital Contribution to the Company for tax purposes. In exchange for the Capital Contribution, each Unitholder has been

 

issued the number of Units set forth opposite its name on Exhibit A to this Agreement equal to the amount of such Capital Contribution divided by $1,000.00. Each of the Members, Unitholders and the Company hereby agree that the amount of the Capital Contribution set forth opposite the name of each Unitholder is the fair market value of the total Capital Contribution made by such Unitholder as of the date of the execution by such Unitholder of this Agreement. The Company and each Member and Unitholder shall be deemed a third-party beneficiary of the guaranties of all the other Members or Unitholders. Accordingly, to the extent a Member or Unitholder shall make a payment on account of its guaranty that exceeds the lesser of (a) the Proportionate amount due under all such guaranties or (b) the amount of the Capital Contribution of the Member or Unitholder in Exhibit A, the paying Member or Unitholder shall have a right to claim and recover contribution from all other Members or Unitholders who have paid less than the lesser of (a) their Proportionate share of the obligation and (b) their Capital Contribution. Furthermore, the Company shall treat as a creditor any Member or Unitholder to the extent its payments under the guarantees exceed the lesser of (a) its Proportionate amount of the obligations or (b) the amount of the Capital Contribution of the Member or Unitholder in Exhibit A.

5.2 Additional Capital Contributions. Except as required by law or expressly contemplated or permitted by this Agreement pursuant to the issuance of Units, no Member shall be required or permitted to make any Capital Contributions or loans to the Company. Nothing herein is intended to detract from or diminish the obligations of Members under the guaranty to pay the Company upon demand the amount that is the lesser of (a) their respective Proportionate shares of the obligations of the Company to the Bank or (b) their respective Capital Contributions. Except with the prior unanimous consent of the Members, any and all Additional Capital Contributions must be used solely for equipment to be purchased and located as directed by Javo under the Equipment Lease between the Company and Javo.