This Agreement is first made on ___________________, 1999, and is initially agreed to by Gestalt Controllers, LLC ("the Company") and all persons who on this date are Members of the Company, which include: Gestalt Group, LLC, Carol Hall, John Brice, Michael Miller, Charles Moore, and William Mitchell.

No person may become a Member of the Company without first assenting to and signing this Agreement. Any act by the Company to offer or provide Member status or reflect that status in the Company's Required Records automatically includes the condition that the person becoming a Member first assent to and sign this Agreement.

The name and number of membership units for membership of the initial members are as follows:

Regardless of whether this Agreement specifically refers to particular default rules:

1. if any provision of this Agreement conflicts with a default rule, the provision of this Agreement controls and the default rule is modified or negated accordingly, and
2. if it is necessary to construe a default rule as modified or negated in order to effectuate any provision of this Agreement, the default rule is modified or negated accordingly.

If a provision of this Agreement differs from a provision of the Company's Articles of Organization, then to the extent allowed by law this Agreement will govern.

( a ) Ownership rights in the Company are reflected in Membership Units as recorded in the Required Records. Each Membership Unit:

( i ) has equal governance rights with every other Membership Unit and in matters subject to a vote of the Members has one vote; and

( ii ) subject to Section 4.5(a), each Membership Unit has equal rights with every other Membership Unit with respect to sharing of profits and losses and with respect to distributions.

( b ) A Member may assign the Member's financial rights only as provided in and subject to Section 6.1. A Member many assign governance rights only as provided in Section 6.2. Assignment of a Member's entire interest, or any Membership Unit, involves the assignment of both financial rights and governance rights and may be accomplished only by complying with both Section 6.1 and Section 6.2.

( c ) The Company will not issue any certificates of Membership Units, but will at the written request of a Member provide certified statements of Membership interest, stating the number of Membership Units owned, as well as any effective assignments of rights under those Units, as of the date the statement is provided.

( a ) The Company may not accept additional contributions, make Contribution Agreements or Contribution Allowance Agreements, or create or allocate additional Membership Units except as approved by an act of the Members.

( b ) The Members must approve the admission of a new person or entity as a Member, must approve the contribution of such Member, and must approve the number of Membership Units issued to such Member.

( c ) Approval under this Section is not effective to authorize the creation of a separate class or series of Membership Units.

( a ) Profits and losses are allocated each fiscal year according to the number of Membership Units owned as reflected in the Required Records.

( b ) For any Membership Unit not owned by the same person for the entire fiscal year, the allocation will be prorated.

( c ) The Company will recognize any assignment of a Member's right to share in profits or losses only to the extent the assignment complied with Section 6.1.

( a ) Subject to sub-section ( b ), no Member has a right to any distribution prior to the termination of the Company.

Within 30 days of receiving the K-1 form and other information, if any, referred to in Section 5.1, a Member may apply to the Board of Governors for a distribution equal to the amount of federal and state income tax liability the Member will incur on account of the Member's interest in the Company during the preceding year. A Member who applies under this sub-section must provide the Board of Governors with an explanation of the liability amount and any other documentation or information the Board of Governors reasonably and promptly requires. Within three weeks of receiving the application and any required documentation and information, the Board of Governors will:

( i ) cause the Company to make a distribution to the applying Member in the requested amount,

( ii ) cause the Company to make a distribution to the applying Member in an amount less than the requested amount, or

( iii ) determine that no distribution will be made.

In determining whether to act under clause ( ii ) or ( iii ), the Board of Governors will consider the financial state of the Company, the completeness, accuracy and validity of the explanation, documentation and other information provided by the requesting Member, the balance in the requesting Member's capital account and any obligations the Member may owe the Company (whether or not past due). If the Board of Governors acts under clause ( ii ) or ( iii ), the Board of Governors will give the Member a brief written explanation of their actions within seven days after taking the action.

( a ) Interim distributions, if made, will be allocated according to the number of Membership Units owned as reflected in the Required Records.

( b ) For any Membership Unit not owned by the same person for the entire fiscal year, the allocation will be prorated.

( c ) The Company will recognize any assignment of a Member's right to receive distributions only to the extent the assignment complies with Section 6.1.

A Member's termination does not entitle the Member to any distribution, regardless of whether the termination causes the Company to dissolve.

( a ) At the termination of the Company, subject to Section 10.2, and after the Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, the Company's assets will be distributed in cash:

( i ) first to the Members and to any terminated Members whose interests have not been previously redeemed in discharge of their respective Capital Interests; and

( ii ) then to the Members in proportion to their Membership Units and to any terminated Members whose interests have not been previously redeemed.

( b ) If the Company lacks sufficient assets to make the distributions described in paragraph 4.5( a ), the Company will make distributions in proportion to the amount in the respective Capital Interests of the Members and terminated Members whose interests have not been previously redeemed.

( a ) No Member has a right to any distribution in any form other than money.

( b ) The Company may not make a distribution in kind unless:

( i ) the Member receiving the in-kind distribution consents,

( ii ) all Members receive undivided interests in the same property, or

( iii ) all Members receive, in proportion to their rights to distributions, interests in substantially equivalent property.

All distributions are subject to set-off by the Company:

( a ) in the case of a Member, for any past-due obligation of the Member to make a contribution to the Company; and

( b ) in the case of an assignee of financial rights, for any past-due obligation owed to the Company by the Member who originally owned the financial rights.

( a ) The Members acknowledge that the Company will be treated as a "partnership" for federal and Louisiana state tax purposes. All provisions of this Agreement and the Company's Articles of Organization are to be construed so as to preserve that tax status.

( b ) Within 90 days after the end of each fiscal year, the Chief Manager will cause to be delivered to each person who was a Member at any time during such fiscal year a Form K-1 and such other information, if any, with respect to the Company as may be necessary for the preparation of each Member's federal or state income tax (or information) returns, including a statement showing each Member's share of income, gain or loss, and credits for the fiscal year.

The Company will establish a Capital Account for each Member and will maintain each Account according to the following rules:

( a ) Maintenance: The Company will maintain the Capital Account in accordance with Treasury Regulations § 1.704-1(b)(2)(iv).

( b ) Liquidation Payments: If the Company liquidates itself or a Member's Membership interest, subject to Article X, the Company will make liquidating distributions in accordance with the positive Capital Account balances of the Members.

( c ) Negative Capital Account & Qualifies Income Offset: a Member is not liable to fund any deficit in the Member's Capital Account at any time. Notwithstanding any other provision in this Agreement, if a Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation § 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and the unexpected adjustment, allocation or distribution results in a deficit balance in the Capital Account for the Member, the Member will be allocated items of income and gain in an amount and manner sufficient to eliminate the deficit balance or the increase in the deficit balance as quickly as possible. It is intended that this subdivision will meet the requirements of a "qualified income offset" as defined in Treasury Regulation § 1.704-1(b)(2)(ii)(d) and this subdivision is to be interpreted and applied consistent with that intention.

( d ) Nonrecourse Deductions: If a Member's Capital Account has a deficit balance at any time and the deficit or increase in deficit was caused by the allocation of nonrecourse deductions as defined in Treasury Regulation § 1.704-2(b), then beginning in the first taxable year of the Company in which there are nonrecourse deductions or the Company makes a distribution of proceeds of a nonrecourse liability that are allocable to an increase in minimum gain as defined in Treasury Regulation § 1.704-2(d) and thereafter throughout the full term of the Company, the following rules shall apply:

( i ) nonrecourse deductions shall be allocated to the Members in a manner that is reasonably consistent with the allocations that have substantial economic effect as defined in Treasury Regulation § 1.704-1 of some other significant item attributable to the property securing the nonrecourse liabilities, if applicable; and

( ii ) if there is a net decrease in minimum gain for a taxable year, each Member will be allocated items of the Company income and gain for that year equal to that Member's share of the net decrease in minimum gain as defined in Treasury Regulation § 1.704-2(g)(2).

The Governors:

( a ) will make all decisions as to accounting matters, and

( b ) may cause the Company to make whatever elections the Company may make under the Code, including the election referred to in Section 754 of the Code to adjust the basis of Company assets.

The Governors will designate a Member to act on behalf of the Company as the "tax matters partner" within the meaning of Section 6231 (a) (7) of the Code.

( a ) A Member may assign its Financial rights in whole or in part. As to the Company, an assignment of Financial rights is effective only when the Company has received notice of the assignment and has noted the assignment in the Required Records.

( b ) An assignee of a Member's Financial Rights derives its rights exclusively through the Member/assignor. Any assignee takes the assignment subject to any claims or offsets the Company has against the Members, whether those claims or offsets exist at the time of the assignment or arise afterwards. An amendment to this Agreement may change a Member's rights and consequently affect the rights of an assignee, even if the amendment is made after the assignment.

( a ) Before assigning a complete Membership Unit or any governance rights (any Governance Unit) to anyone, a Member must first provide through right of first refusal, in order of precedence from the Members of greatest to least Membership interest, through either written and/or verbal communication, the opportunity to acquire said Membership Unit from the assigning Member.

( b ) A Member must have Majority-In-Interest Consent before assigning a complete Membership Unit or any governance rights (any Governance Unit):

( i ) to a Member, if the assignment will leave the assignor/Member with no governance rights (Governance Membership Units).

( ii ) to a person not already a Member, regardless of whether the assignment will leave the assignor/Member with no governance rights (Governance Membership Units).

( c ) An assignment made in violation of Section 6.2 ( b ) is void.

The Company's business and affairs shall be vested in a Board of Governors.

The names of the initial Board of Governors of the Company shall be: Carol Hall, John Brice, and William Mitchell. Such Governors shall serve until the first annual meeting of Members or until their successors are elected and qualified.

Each Governor shall be a natural person 18 years of age or older. The number of Governors shall be three (3). The Members of the Company may increase the number of Governors from time to time.

( a ) The first meeting of each newly elected Board of Governors shall be held immediately following the annual meeting of the Members, and no notice of such meeting to the newly elected Governors shall be necessary in order to constitute the meeting provided a quorum shall be present.

( b ) Regular monthly meetings of the Governors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Governors.

( c ) Special meetings of the Board of Governors may be called by the Chief Manager, Secretary, or any Governor with five day's notice to each Governor of the date, time, and place of the meeting.

( d ) Governors may participate in a Board meeting by means of a telephone conference call or similar communications equipment which enables all participants in the meeting to hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

( a ) At all meetings of the Board of Governors, a majority of the Governors shall constitute a quorum for the transaction of business. The act of a majority of the Governors present at any meeting at which there is a quorum shall be the act of the Board of Governors, except as may be otherwise specifically provided. If a quorum shall not be present at any meeting of the Governors, the Governors present thereafter may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

( b ) A Governor of the Company who is present at a meeting of the Board of Governors at which action on any Company matter is taken is deemed to have assented to the action taken unless he objects at the beginning of the meeting to holding it or transacting business at the meeting and his dissent shall be entered in the minutes of the meeting, or he shall deliver written notice of dissent or abstention to such action with the person acting as the presiding officer of the meeting before the adjournment or to the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Governor who voted in favor of such action.

Unless otherwise restricted by the Articles of Organization or this Agreement, any action required or permitted to be taken at any meeting of the Board of Governors may be taken without a meeting provided the number of Governors necessary to authorize or take action at a meeting consent thereto in writing. The action must be evidenced by one or more written consents describing the action taken, signed by each Governor indicating the signing Governor's vote or abstention on the action, and included in the minutes of the Governors or with the Company's records reflecting the action taken.

( a ) No contract or evidence of indebtedness shall be contracted on behalf of the Company unless authorized by a resolution of all of the Governors. Such authority may be general or confined to specific instances.

( b ) The Board of Governors may authorize any Manager or Managers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company, and such authority may be general or confined to specific instances.

No transaction between the Company and one or more of its Governors, Managers, or non-Governor Members of a special litigation committee of the Company in which the Governor, Manager, or non-Governor Member of a special litigation committee has a direct or indirect interest is voidable solely because of their interest if any one of the following is true:

( 1 ) The material fact of the transaction and the Governor's or Manager's interest were disclosed or known to the Board of Governors or a committee of the Board of Governors and the Board of Governors or committee authorized, approved, or ratified the transaction;

( 2 ) The material fact of the transaction and Governor's or Manager's interest were disclosed or known to the Members entitled to vote and they authorized, approved, or ratified the transaction; or

( 3 ) The transaction was fair to the LLC.

Common or interested Governors may be counted in determining the presence of a quorum at a meeting of the Governors which authorizes the contract or transaction.

At the first annual meeting of the Members, the Members shall elect three Governors to serve staggered terms of three years, two years, and one year. At each annual meeting thereafter, the Members shall elect Governors to hold office whose terms expire. Each Governor shall hold office for the term for which he is elected and until his successor has been elected and qualified. In the event the Members increase the number of Governors under Section 7.3, the Members shall designate the term of any additional Governors.

Any vacancies occurring in the Board of Governors shall be filled by written agreement of a majority of the remaining Governors. A Governor chosen to fill a vacancy shall serve the unexpired term of his predecessor in office. Any Governor's position to be filled by reason of an increase in the number of Governors shall be filled by written agreement of a majority of the Governors then in office or by election at an annual meeting or at a special meeting of Members called for that purpose. A Governor chosen to fill a position resulting from an increase in the number of Governors shall hold office until the next annual meeting of Members and until his successor has been elected.

A Governor may resign at any time by giving a written resignation to the Secretary or Chief Manager. The resignation is effective without acceptance when such resignation is actually received by the Secretary or Chief Manager of the Company, unless a later effective time is specified in such resignation.

At a meeting called expressly for that purpose, one or more Governors may be removed with or without cause by the Members. At a meeting called expressly for that purpose, one or more Governors may be removed for cause by a vote of a majority of the entire Board of Governors.

Except to the extent that the Louisiana Limited Liability Act, the Articles of Organization or this Operating Agreement require otherwise, an act of the Members consists of either:

( a ) a majority vote of the Membership Unit present at a properly called meeting of the Members, when a quorum is present; or

( b ) written action without a meeting, as provided in Section 8.5.

( a ) An annual meeting of the Members shall be held at the Company's principal office on the second Tuesday of the third month following the end of the Company's fiscal year unless otherwise agreed by the Members.

( b ) A meeting of the Members may be called by the Chief Manager, the Secretary, any Governor, or any Member.

( c ) Meetings of Members may be held at the date, time, and place fixed by the person authorized to call the meeting except a meeting called by a Member must be held in the parish of the Company's principal office. If no other place is stated or so fixed, all meetings shall be held at the principal office of the Company.

( a ) Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than ten (10) days before the date of the meeting, either personally or by mail, by or at the direction of the person authorized to call the meeting to each Member of record entitled to vote at such meeting.

( b ) Written notice is not required when:

( 1 ) The meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of the adjournment; or

( 2 ) The following have been mailed by first class, certified or registered mail to a Member at the address in the Company's records and returned undeliverable;

( A ) Two (2) consecutive meeting notices; and

( B ) All payments of distributions for the greater of a twelve-month period or two (2) distributions.

( C ) If the Member delivers a written notice of the Member's current address to the Company, the notice requirement is reinstated.

( 3 ) An action or meeting that is taken or held without notice under Section 8.5.

( c ) A Member may waive notice of a meeting by:

( 1 ) a waiver of notice in writing, whether before or after the meeting, and the Secretary shall place such written waiver in the Company's records, or

( 2 ) by attending a meeting, except where the Member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at the meeting. The Secretary is required to note the objection in the minutes of the meeting.

( d ) Nonvoting Members shall be entitled to receive notices of meetings of the Members, other than the annual meeting, in which any of the following are items of business:

( 1 ) dissolution;

( 2 ) liquidation;

( 3 ) sale of all or substantially all of the assets of the Company; or

( 4 ) merger.

( a ) For any meeting of the Members, a quorum consists of a majority of the Membership Units. If a quorum is present when a properly called meeting is convened, the Members present may continue to transact business until adjournment, even though the departure of Members originally present leaves less than the proportion otherwise required for a quorum.

( b ) Each Membership Unit has one vote.

( c ) A Member may cast or authorize the casting of a vote by filing a written appointment of a revocable proxy with the Chief Manager or Secretary of the Company at or before the meeting at which the appointment is to be effective. The Member may sign or authorize the written appointment by telegram, cablegram or other means of electronic transmission stating or submitted with information sufficient to determine that the Member authorized such transmission. Any copy, facsimile, telecommunication or other reproduction of the original of either the writing or transmission may be used in lieu of the original, provided that it is a complete and legible reproduction of the entire original.

( d ) A Member may not grant or appoint an irrevocable proxy.

( a ) Unless the Articles of Organization provide otherwise, any action required or permitted to be taken at a meeting of the Members may be taken without a meeting by action on written consent as provided in Section 8.5 ( b ).

( b ) To take action on written consent:

( 1 ) A written waiver of acting at a meeting must be signed by all Members, or such smaller number or percentage interest as provided for in the Articles of Organization or Operating Agreement ( but not less than a majority in voting power); and

( 2 ) A written consent must be signed by Members who own Membership interests with voting power equal to the voting power that would be required to take the same action at a meeting of the Members at which all Members are present.

( 3 ) The action must be evidenced by one (1) or more instruments evidencing the waiver and consent which shall be delivered to the Secretary for inclusion in the records of the Company. All such instruments may be signed by counterparts.

The Managers of the Company shall be a Chief Manager and a Secretary, and such other officers as may from time to time be elected or appointed by the Board of Governors. Except for the offices of Chief Manager and Secretary, the same individual may simultaneously hold more than one (1) office in the Company.

At the first meeting of the Board of Governors after each annual meeting of the Members, the Board shall elect the Managers of the Company by a majority vote of those Governors present provided a quorum exists.

The Managers of the Company shall hold office for one (1) year or until their successors are chosen and qualify in their stead, subject, however, to the right and authority of the Board of Governors to remove any officer at any time with or without cause.

The powers and duties of the Chief Manager and Secretary shell be the duties set forth in T.C.A. § 48-241-102 which are:

( a ) Chief Manager. The Chief Manager shall:

( 1 ) See that all orders and resolutions of the Board of Governors are carried into effect.

( 2 ) Sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated:

( A ) By the Articles of Organization or Operating Agreement; or

( B ) By the Board of Governors.

( 3 ) Perform other duties prescribed by the Board of Governors or the Members; and

( 4 ) In the event the Company has a vacancy in the office of Secretary, any notices, documents or other matters that otherwise are required to go to the Secretary may be delivered to the Chief Manager.

( b ) Secretary. The Secretary shall:

( 1 ) Keep accurate membership records for the Company;

( 2 ) Maintain records of and, whenever necessary, certify all proceedings of the Board of Governors, Members or committees of the Company;

( 3 ) Receive notices required to be sent to the Secretary and to keep a record of such notices in the records of the Company; and

( 4 ) Perform other duties prescribed by the Board of Governors, the Members or by the Chief Manager.

The Board of Governors may remove any Manager at any time with or without cause.

Any vacancies occurring in the offices of the Chief Manager and Secretary shall be filled by the Board of Governors as soon as practical. Vacancies in other offices may be filled at the discretion of the Board of Governors.

With respect to claims or liabilities arising out of service as a Manager of the Company, the Company shall indemnify and advance expenses to each present and future Manager and his or her estate, heirs and personal representatives to the fullest extent allowed by the laws of the State of Louisiana, both as now in effect and as hereafter adopted or amended.

The Company shall be dissolved upon the occurrence of any of the following events:

( a ) when the period fixed for the duration of the Company expires;

( b ) by the affirmative vote of a majority of the Membership Units; or

( c ) upon the occurrence of an event which terminates the Membership of a Member in the Company including:

( i ) Death of a Member;

( ii ) Retirement of any Member;

( iii ) Withdrawal of any Member;

( iv ) Acquisition of a Member's complete Membership interest by the Company;

( v ) Assignment of a Member's Governance rights which leaves the assignor with no Governance rights;

( vi ) Bankruptcy of any Member;

( vii ) Dissolution of any Member;

( viii) A merger in which the Company is not the surviving organization;

( ix ) The occurrence of any other event that terminates the continued membership of a Member in the Company.

Notwithstanding paragraph 10.1, the Company is not dissolved by reason of any event that terminates the continued membership of a Member if there are at least two remaining Members and the existence and business of the Company is continued by the consent of a majority in interest of all the remaining Members as stated in the Articles of Organization of the Company within 90 days after the termination of the continued membership.

If for any reason the continued membership of a Member is terminated, then the Member whose membership has terminated loses all governance rights and will be considered merely an assignee of the financial rights owned before the termination of membership.

This Agreement may be altered or amended by a vote of a majority of the Members.

This Agreement and any question, dispute or other matter related to or arising from this Agreement, will be governed by the laws of the State of Louisiana.

This Agreement binds all Members and their respective distributees, successors and assigns and any other person claiming a right or benefit under or covered by this Agreement.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable:

( a ) that provision will be fully severable and this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never been part of this Agreement;

( b ) the remaining provisions of this Agreement will remain in full force and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement; and

( c ) in the place of the illegal, invalid, or unenforceable provision, there will be added automatically to this Agreement a legal, valid and enforceable provision which is similar to the illegal, invalid, or unenforceable provision as possible.

This Agreement may be executed in several counterparts, each of which will be considered an original and all of which will constitute one and the same document. Proving the execution and contents of this document against a party may be done by producing any copy of this Agreement signed by that party.

Each Member agrees to execute and deliver whatever additional documents and to perform such additional acts as may be necessary or appropriate to effectuate and perform all of the terms, provisions and conditions of this Agreement and the transactions contemplated by this Agreement.

( a ) Any notice to be given or made to the Company, any Governor, its Chief Manager, its Secretary or any Member, must be in writing and will be considered to have been given when delivered to the address specified in the Company's Required Records.

( b ) A person who wants to change its address as specified in the Required Records may do so by giving written notice of the change to the Company and to each Member. The change takes effect five days after the notice is given.

Witnesses: Member:

_______________________________ _______________________________

_______________________________ _______________________________

Date Signed: ____________________

STATE OF LOUISIANA )

PARISH OF CADDO )

Personally appeared before me, the within named _____________ __________________, with whom I am personally acquainted, and who after being duly sworn, executed the within instrument in my presence and acknowledged that he/she executed said instrument for the purposes contained therein.

Witness my hand and official seal at __________________________, on this the _________ day of __________________, 1999.

My Commission Expires: _________________