LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR

The Ambassadorial Society of America, LLC
_______________________________________
A Manager-Managed Limited Liability Company





THIS LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) is made and entered into this ______13_____ day of ___September___, 2006__ by: Venus Day as Manager


and each individual or business entity later subsequently admitted to the Company. These individuals and/or business entities shall be known as and referred to as “Members” and individually as a “Member.”


[None]


As of this date the sole Member ___Venus Day_____ has formed the _Ambassadorial Society of America_ Limited Liability Company named above under the laws of the State of Florida. Accordingly, in consideration of the conditions contained herein, they
agree as follows:



ARTICLE I

Company Formation and Registered Agent



1.1     FORMATION. The Member(s) hereby form a Limited Liability Company (“Company”) subject to the provisions of the Limited Liability Company Act as currently in effect as of this date. A Certificate of Formation shall be filed with the Secretary of State.



1.2     NAME. The name of the Company shall  be: _The Ambassadorial Society of America_, L.L.C.



1.3  REGISTERED OFFICE AND AGENT. The location of the registered office of the Company shall be:


1920 HL Ainsley Drive
Port Orange Florida 32128




1.4  TERM. The Company shall continue for a period ___20 years_____ unless dissolved by: _________Venus Day, Mgr and Sole Proprietor____________________________.



(a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for dissolution; or (b) Any event which makes it unlawful for the business of the Company to be carried on by the Members; or

(c) The death, resignation, expulsion, bankruptcy, retirement of a Member or the occurrence of any other event that terminates the continued membership of a Member of the Company; or

(d) Any other event causing a dissolution of a Limited Liability Company under the laws of the State of Florida.



1.5  CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.4, in the event of an occurrence described in ARTICLE 1.4(c), if there are at least two remaining Members, said remaining Members shall have the right to continue the business
of the Company. Such right can be exercised only by the unanimous vote of the remaining Members within ninety (90) days after the occurrence of an event described in ARTICLE 1.4(c). If not so exercised, the right of the Members to continue the business of
the Company shall expire.



1.6  BUSINESS PURPOSE. The purpose of the Company is to engage in any lawful act or activity for which a Limited Liability Company may be formed under the Limited Liability statutes of the State of Florida.



1.7  PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the Company shall be:


1920 HL Ainsley Drive
Port Orange Florida 32128



or at such other place as the Manager from time to time select.



1.8  THE MEMBER(S). The name and place of residence of each member are contained in Exhibit 2 attached to this Agreement.



1.9  ADMISSION OF ADDITIONAL MEMBER(S).  Except as otherwise expressly provided in the Agreement, no additional members may be admitted to the Company through issuance by the company of a new interest in the Company without the prior
unanimous written consent of the Member(s) and the Manager, Venus Day.  Members of the Society formed by the Ambassadorial Society of America, LLC are separate and NOT Members of the business.  No member(s) shall be admitted as a The
Ambassadorial Society of America, LLC in the capacity of a partner and additional member without the expressed written and not verbal consent of Venus Day.



ARTICLE 2
Capital Contributions



2.1  INITIAL CONTRIBUTIONS. The Member(s) initially shall contribute to the Company capital as described in Exhibit 3 attached to this Agreement. The agreed value of such property and cash is  $ _3000_.



2.2  ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be obligated to make any additional contribution to the Company’s capital.



ARTICLE 3

Profits, Losses and Distributions


3.1  PROFITS/LOSSES. For financial accounting and tax purposes the Company’s net profits or net losses shall be determined on an annual basis and shall be allocated to the Member(s) in proportion to each Member’s relative capital interest in the Company
as set forth in Exhibit 2 as amended from time to time in accordance with Treasury Regulation 1.704-1.



3.2  DISTRIBUTIONS. The Member(s) shall determine and distribute available funds annually or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for
expenses and liabilities, as determined by the Manager. Distributions in liquidation of the Company or in liquidation of a Member’s interest shall be made in accordance with the positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)
(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified

income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).



ARTICLE 4

Management


4.1  MANAGEMENT OF THE BUSINESS. The name and place of residence of each Manager is attached as Exhibit 1 of this Agreement. By a vote of the Member(s) holding a majority of the capital interests in the Company, as set forth in Exhibit 2 as
amended from time to time, shall elect so many Managers as the Members determine, but no fewer than one, with one Manager elected by the Members as Chief Executive Manager.



4.2  MEMBERS. The liability of the Members shall be limited as provided under the laws of the Florida Limited Liability statutes. Members that are not Managers shall take no part whatever in the control, management, direction, or operation of the Company’s
affairs and shall have no power to bind the Company. The Managers may from time to time seek advice from the Members, but they need not accept such advice, and at all times the Managers shall have the exclusive right to control and manage the
Company. No Member shall be

an agent of any other Member of the Company solely by reason of being a Member.



4.3  POWERS OF MANAGER. The Manager is authorized on the Company’s behalf to make all decisions as to (a) the sale, development lease or other disposition of the Company’s assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the
management of all or any part of the Company’s assets; (d) the borrowing of money and the granting of security interests in the Company’s assets; (e) the pre-payment,  refinancing or extension of any loan affecting the Company’s assets; (f ) the compromise or
release of any of the Company’s claims or debts; and, (g) the employment of persons, firms or corporations for the operation and management of the company’s business. In the exercise of their management powers, the Managers are authorized to execute and
deliver (a) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company’s assets; (b) all checks, drafts and other orders for the
payment of the Company’s funds; (c) all promissory notes, loans, security agreements and other similar documents; and, (d) all other instruments of any other kind relating to the Company’s  affairs, whether like or unlike the foregoing.



4.4  CHIEF EXECUTIVE MANAGER. The Chief Executive Manager shall have primary responsibility for managing the operations of the Company and for effectuating the decisions of the Manager(s).



4.5  NOMINEE. Title to the Company’s assets shall be held in the Company’s name or in the name of any nominee that the Manager may designate. The Manager, Venus Day, shall have power to enter into a nominee agreement with any such person, and
such agreement may contain provisions indemnifying the nominee, except for his willful misconduct.



4.6  COMPANY INFORMATION. Upon request, the Manager shall supply to any potential member information regarding the Company or its activities. Each Member or his authorized representative shall have access to and may inspect and copy all books,
records and materials in the Manager’s possession regarding the  Company or its activities. The exercise of the rights contained in this ARTICLE 4.6 shall be at the requesting Member’s expense.



4.7  EXCULPATION. Any act or omission of the Manager, the effect of which may cause or result in loss or damage to the Company or the Member if done in good faith to promote the best interests of the Company, shall not subject the Manager to any liability
to the Member.



4.8  INDEMNIFICATION. The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, for instant expenses (including attorney’s fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea
of “no lo Contendere” or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his/her conduct was lawful.



4.9  RECORDS. The Manager shall cause the Company to keep at its principal place of business the following:



(a)  a current list in alphabetical order of the full name and the last known street address of each Member;

(b) a copy of the Certificate of Formation and the Company Operating Agreement and all amendments;

(c)   copies of the Company’s federal, state and local income tax

returns and reports, if any, for the three most recent years;

(d) copies of any financial statements of the limited liability company for the three most recent years.



ARTICLE 5
Compensation



5.1  MANAGEMENT FEE. Any Manager rendering services to the Company shall be entitled to compensation commensurate with the value of such services.



5.2  REIMBURSEMENT. The Company shall reimburse the Manager or Member for all direct out-of-pocket expenses incurred by them in managing the Company.



ARTICLE 6

Bookkeeping



6.1  BOOKS. The Manager shall maintain complete and accurate books of account of the Company’s affairs at the Company’s principal place of business. Such books shall be kept on such method of accounting as the Manager shall select. The company’s
accounting period shall be the calendar year.



6.2  MEMBER’S ACCOUNTS. The Manager shall maintain separate capital and distribution accounts for each member. Each member’s capital account shall be determined and maintained in the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and
shall consist of his initial capital contribution increased by:

(a) any additional capital contribution made by him/her;

(b) credit balances transferred from his distribution account to his capital account;
and decreased by:

(a) distributions to him/her in reduction of Company capital;

(b) the Member’s share of Company losses if charged to his/her capital account.



6.3  REPORTS. The Manager shall close the books of account after the close of each calendar year, and shall prepare and send to each member a statement of such Member’s distributive share of income and expense for income tax reporting purposes.



ARTICLE 7
Transfers



7.1  ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise dispose of all or any part of his interest in the Company, such Member shall first make a written offer to sell such interest to the other Members (if present) at a price determined by
mutual agreement. If such other Members decline or fail to elect such interest within thirty (30) days, and if the sale or assignment is made and the Members fail to approve this sale or assignment unanimously then, pursuant to the Florida Limited Liability
statutes, the purchaser or assignee shall have no right to participate in the management of the business and affairs of the Company. The purchaser or assignee shall only be entitled to receive the share of the profits or other compensation by way of income and
the return of contributions to which that Member would otherwise be entitled.





Signed and Agreed this ___13_____ day of ____September______ 2006___.




Member___Venus M. Day_____



Venus M. Day
--------------------------------------------------------------------------------



LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR __The Ambassadorial Society of America_____, L.L.C.

LISTING OF MANAGER(S)



By a majority vote of the Member(s) the following Manager(s) were elected to operate the Company pursuant to ARTICLE 4 of the Agreement:

Venus M. Day
_____________________________
Chief Executive Manager

______________ VENUS M. DAY_______________
Printed Name:

________1920 HL Ainsley Drive______
Address Line 1

_______________Port Orange, Florida 32128______________
Address Line 2


The above listed Manager(s) will serve in their capacities until they are removed for any reason by a majority vote of the Members as defined by ARTICLE 4 or upon their voluntary resignation.





Signed and Agreed this ______13_____ day of _____September_________, 2006_.




[NONE]


_____________________________

Member



--------------------------------------------------------------------------------


LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR ______The Ambassadorial Society of America_________, L.L.C.

LISTING OF MEMBERS



As of the __13____ day of ____September_________, 2006__  the following is a list

of Members of the Company:



NAME:                                                  ADDRESS:



___Venus M. Day__        __1920 HL Ainsley Drive Port Orange, Florida 32128_




Authorized by Member(s) to provide Member Listing as of this ___13__ day of ____September____, 2006__




Venus M. Day
_______________________________

Member

--------------------------------------------------------------------------------


LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR ____The Ambassadorial Society of America__________, L.L.C.

CAPITAL CONTRIBUTIONS


Pursuant to ARTICLE 2, the Members’ initial contribution to the Company capital is stated to be $__3000___. The description and each individual portion of this initial contribution is as follows:





_________Venus M. Day________        $__3000___




SIGNED AND AGREED this _13____ day of ____September____________, 2006____.





Venus M. Day    VENUS M. DAY, Member and Manager and Sole Proprietor
Limited Liability Company
Operating Agreement