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10.2.3.a.ii: Capital "Contribution" By Dint Of Management Fee Waiver
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10.2.3.b: Note on Capital Accounts

10.2.3.a.iii: Limited Liability Company Agreement

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Abstract

This Limited Liability Company Agreement (the "Agreement") is dated as of March __, 2006 by and among Jane Doe, ("Doe") and John Smith ("Smith") (each a "Member" and collectively, the "Members").

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10.2.3.a.ii: Capital "Contribution" By Dint Of Management Fee Waiver
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10.2.3.b: Note on Capital Accounts