email (847)835-2159 Model

Eurobondonline EUREXLLC Housing Futures Spread Management Business Plan Feb , 2006

1. EXECUTIVE SUMMARY & Strategic Plan :

Eurobononline/EurexLLC trades a Eurex Bund complex, Euribor and CBT/Eurex and Euro$/Euribor spreads interest rate spreads

Eurobononline 's Trading Model will be autumated into Trading Technologies AUTUTRADER at a CME Clearing Firm. AND INTO CQG trading ENGINE

Eurobononline/LLC trades a Euro$/Bond interest rate spreads

Eurobononline/GSILLC trades a Cash Treasury Bond vs CBT & Euro$ interest rate spreads

Eurobononline/EurexLLC trades a Eurex Bund complex, Euribor and CBT/Eurex and Euro$/Euribor spreads interest rate spreads

Eurobononline/EnergyLLC trades an ICE/NYMEX Energy futures spreads

Eurobononline/AgVatechLLC trades an Electronic Agriculture futures spreads

Eurobondonline/SPLLC trades S&P,DJ,Nasdaq,Stoxx, FTSE,Dax,Nikkei Index Futures and also Exchange Stocks: CME,BOT,ISE,ICE,NYMEX when it has it's IPO

Eurobononline/EurobondoptionLLC will trade Euro$ & Bond Option spreads

Eurobononline/GoldLLC trades Gold, Silver, Copper and various Intermarket and Calendar spreads

Eurobononline/FXLLC trades a FX spreads

Eurobononline/CSILLC will trade Housing Futures spreads

Eurobondonline provides market strategy and trader training for a Fixed Income Trading company in the CME Tower,

Eurobononline will set up a Virginia office in the summer of 2006 to train traders and trade.

1.1 Risk Factors Investments in EurobondonlineEUREXLLC involves a degree of risk, including but not necessarily limited to the risks described below. Each recipient of this Business Plan should consider carefully the following risk factors. No guarantees are expressed or implied regarding the success of the venture described in this business plan.

Eurobondonline Model Portfolio will document all transactions user eurooil pass eurooil
Euro$ Curve
Bond Curve
ED Packs and Bundles vs CBT and Treasuries
BOND Options
EURO$ Options
Fed Funds vs Euro$
Bund/Bond & Euro$ vs Euribor
Bund/Euribor Curve
FX
Equity Index

Eurobononline 's Trading Model will be autumated into Trading Technologies AUTUTRADER at a CME Clearing Firm. AND INTO CQG trading ENGINE

EurobondonlineEUREXLLC will allocate 5% of trading capital margin for Euro$ Curve Strategies

Traders Accounting:

EurobondonlineEUREXLLC is set up as an LLC to trade $x raised from investors. Jack Rhoades works full-time as a Eurobondonline trader,manage the trader training, mentoring and risk management.
A corporate structure will limit risk to the initial investment and also have tax advantages. For example, they elect mark to market accounting so that all income will be reported as net income or net loss. Also, because we will trade 1256 contracts (i.e., commodities & futures), gain or loss is treated as 60% long term and 40% short-term capital gains and losses. All income/loss will flow through to each of the partners via the K1 that is part of the LLC tax return.

Eurobondonline will earn 50% as incentive pay. Eurobondonline traders will have a guaranteed salary and bonus based on the group's p&L. For example, if the gain for the year is $400,000, investors will receive $100,000 and Eurobondonline will earn $100,000 .
Types of Transctions and Operating Rules
1) US, TY,FV,TU , Euro$, Fed Funds, Liffe and Eurex Interest rate products. Futures, naked long and short, but mostly spread trades
2) Purchases and Sales of Options on US, TY and FV , Euro$ and Euro$ Midcurve Futures and Options

Market Risk Defined Market risk is defined as a potential loss on a tranaction resulting from a move equal to three standard deviations (using 1-year data). For example, the potential loss on an 8-lot position in UZ43 requires a risk capital allocation of $100,567 because a three sigma move is 92.0bp. Each bp is $1,371.

After each position is shocked by 3 sigmas, the total "at risk" amount is obtained for each transaction type and cannot exceed the Risk Capital Limit by more than $2M.

Maximum capital "at risk may not exceed $400M irrespective of individual limits.
Proposed Drawdown Rules:
If during the course of any month, losses reach 7.5% of total capital, 50% of losing positions will be liquidated and a 24 hour "chill" period will be enforced. If during any month losses reach 5% of total capital, all losing positions will be liquidated and no new trades will occur until the beginning of a new month.

Jack Rhoades, CEO
EurobondonlineEUREXLLC
558 Green Bay Rd, Glencoe, Illinois 60022
(847)835-2159
email EuroBondOnline@hotmail.com

EurobondonlineEUREXLLC
	DEC	JAN	FEB	MAR	APR	May	JUN	JULY	AUG	SEP	OCT	NOV
RHOADES	5000	6000	6000	6000	6000	6000	6000	6000	6000	6000	6000	6000
Trader 1	2000	4000	4000	4000	4000	4000	4000	4000	4000	4000	4000	4000
Trader 1	2000	4000	4000	4000	4000	4000	4000	4000	4000	4000	4000	4000
Bond Risk Manager	2000	6000	6000	6000	6000	6000	6000	6000	6000	6000	6000	6000
Hedge Fund CapitalMGMT	2000	6000	6000	6000	6000	6000	6000	6000	6000	6000	6000	6000
Accounting	1000	1000	1000	1000	1000	1000	1000	1000	1000	1000	1000	1000
PC's	6,000
TradingTech/CQG		2000	2000	2000	2000	2000	2000	2000	2000	2000	2000	2000
Total Expense	16,000	12,000	12,000	12,000	12,000	12,000	12,000	12,000	12,000	12,000	12,000	12,000	148,000
Trading Capital	$390,000
Estimated Monthly Profits	-16000	40000	40000	40000	40000	40000	40000	40000	40000	40000	40000	40000	424000
EstimatedNet profits	-16000	28,000	28,000	28,000	28,000	28,000	28,000	28,000	28,000	28,000	28,000	28,000	292,000
Investors Payout 50%				34000			42000			42000		42000	160000
Eurobondonline Payout 30%				20400			25200			25200		25200	96,000
retirement benefits 20%

1.6 THE Target Market

The Euro$ Futures and Options market - Approximately 16,000,000 open interest in Euro$ futures and options. 70% of the futures trade is electronic, buy 1/2 of 1% of the options trade electronicaslly during regular the open outcry session. Since August 2000 , the CBT has traded Treasury Bonds/Notes electronically on the Eurex/ACE platform and at present have 95% of the Bond Futures trade . EuroBondOnline intends to concentrate it's marketing, software and services on CME Euro and CBT/Eurex Bonds Members and initiate various partnerships. The primary markets for EuroBondOnline at this time are in Global Capital market Swap dealers , Hedge Funds and professional investors. EuroBondOnline will also target individual floor traders who wish to trade Euro$ Electronically, by providing unique Realtime analytics. The system will be designed so that it is not necessary for such an individual to change clearing firms in order to use this product. This target market is easily accessible and identifiable. They are numerous parties who seriously interested in a product which is fully automatic, highly reliable, easily accessible, approved for trading in the United States and will have a low enough price to justify its use but a price which is high enough to create substantial profit for EuroBondOnline.

1.7 Management EurobondonlineEUREXLLC is the controlling Managing Director

1.8 Operations EurobondonlineEUREXLLC will connect Electronically to a CBT/CME/LIFFE/Eurex Clearing firm.

2.0 Initial Funding This business plan has been prepared to obtain the necessary financing to complete development of a market information, online trading vehicle, cover start-up costs and operating expenses for the first 12 months of operations.

3. Organization and Staffing

3.1 Managing Director Partner - Jack Rhoades
558 Green Bay rd, Glencoe, Il 60022 847-835-2159
Graduated from the University of Virginia in 1971 and have 25 years experience in the Swaps, Futures, options and Government securities markets.
Professional History: 1993-2002 IOM Member Chicago Mercantile Exchange; 1992 - ED&F Man-Brokered Treasury basis trades using Cantor Fitzgerald; 1989-1992 Transmarket Group - Chicago Board of Trade Member ; Trading Cantor Treasury screen vs 5 Year and 2 Year; 1988-1989 - Continental Bank - Trading a cash and futures fund; 1987 - Financial Futures Data Lab - Editor/Partner of an interest rate and foreign exchange research product with 500 domestic and foreign banks, swap dealers and fixed income / FX investors; 1979-1987 - Kleinwort Benson Government Securities, Chicago; Market maker in US Treasuries. Developed Tactician", a realtime and historical PC database; 1977-1978 - Thomson McKinnon, Richmond, Va. - Commodity Broker; 1975-76 - MBA program, Darden School, University of Virginia ; 1971-1975 - Merrill Lynch, Richmond, Va. - Commodity Broker; B.A. Economics, University of Virginia, Charlottesville, Va - 1971;
Personal: December 4,2001, My wife Nancy Rhoades died. We have have lived in Glencoe, Il since 1979. Kids: Zack 21 is at the U of Iowa, Laura 16.

3.0 Partnership PLAN The trading program for the first year will concentrate on developing a Partner base of Hedge Funds. Eurobondonline will attend various Futures Fund Management conferences.

4.0 Industry Analysis - EuroDollars Globex Euro$ traded nearly 1,000,000 electronically,65% of the total 1,600,000 on October 1st. Eurodollar futures at CME are the most actively traded futures contract in the United States and the world’s most liquid short-term interest rate product, often used by those trading interest rate swaps to hedge the risk of those positions. At any given time, a market participant can use Eurodollar futures to take a position on three months to 10 years of interest rate risk based on the U.S. dollar yield curve. The three-month instruments reflect the lending of U.S. dollars on deposit in institutions outside the United States.

Open interest in CME’s Eurodollar futures on October 1, 2004, at 5,784,881 positions. Representing the number of contracts outstanding at the close of trading, open interest signifies the use of products for risk management purposes and indicates the liquidity of a contract. CME offers open outcry trading of Eurodollar futures from 7:20 a.m. to 2:00 p.m. Central time, as well as electronic trading of the products virtually around the clock on its GLOBEX2 electronic trading system.

4.2 Industry Analysis - CME/CBT Common Clearing - January 1, 2004 This will provide Margin offsets for Fed Fund and ED Option positions.

4.3 Industry Analysis - CME Eagle

EAGLE, Implied prices integrate bids and offers in both spreads and their underlying contracts to provide the most liquid possible markets with the best possible prices. Effective February 22nd 2004, CME will extend implied prices to all GLOBEX listed calendar spreads within the first three years, as well as provide implied prices for the most commonly used calendar spreads across the fourth and fifth years. Additional Eurodollar calendar spreads will continue to be listed on GLOBEX as well, although without implied prices. For a complete list of all Eurodollar spreads available on GLOBEX, please contact the GLOBEX Control Center at (312) 456-2391. What Are GLOBEX Implied Prices? GLOBEX Implied Prices are a way to provide CME customers with greater market liquidity and improved prices. Bids and offers in individual futures contracts are automatically combined by GLOBEX to create additional liquidity in spread contracts, often at improved prices. These are called "Implied In" prices. Existing bids and offers in spread contracts are combined with bids and offers in individual futures contracts to create additional liquidity in other futures contracts. These are called "Implied Out" prices. For market makers, implied prices allow you to use relatively low risk spread contracts to generate liquidity in the underlying contracts. For market takers, implied prices mean more liquidity and better prices, whether you are trading spreads or the underlying contracts. For answers to the most frequently asked questions, please see the Implied Pricing FAQ. For a more detailed illustration of the GLOBEX implied spreading functionality, please refer to the online seminar. Which GLOBEX Contracts Offer Implied Prices? Implied pricing functionality is available in the first twenty quarterly Eurodollar futures expirations and on sixty calendar spread configurations that are derived from those, as shown below:

Implied prices integrate bids and offers in both spreads and their underlying contracts to provide the most liquid possible markets with the best possible prices. Effective February 22nd 2004, CME will extend implied prices to all GLOBEX listed calendar spreads within the first three years, as well as provide implied prices for the most commonly used calendar spreads across the fourth and fifth years. Additional Eurodollar calendar spreads will continue to be listed on GLOBEX as well, although without implied prices. For a complete list of all Eurodollar spreads available on GLOBEX, please contact the GLOBEX Control Center at (312) 456-2391. What Are GLOBEX Implied Prices? GLOBEX Implied Prices are a way to provide CME customers with greater market liquidity and improved prices. Bids and offers in individual futures contracts are automatically combined by GLOBEX to create additional liquidity in spread contracts, often at improved prices. These are called "Implied In" prices. Existing bids and offers in spread contracts are combined with bids and offers in individual futures contracts to create additional liquidity in other futures contracts. These are called "Implied Out" prices. For market makers, implied prices allow you to use relatively low risk spread contracts to generate liquidity in the underlying contracts. For market takers, implied prices mean more liquidity and better prices, whether you are trading spreads or the underlying contracts. For answers to the most frequently asked questions, please see the Implied Pricing FAQ. For a more detailed illustration of the GLOBEX implied spreading functionality, please refer to the online seminar. Which GLOBEX Contracts Offer Implied Prices? Implied pricing functionality is available in the first twenty quarterly Eurodollar futures expirations and on sixty calendar spread configurations that are derived from those, as shown below:

*GE is the symbol for Eurodollar futures traded on GLOBEX and the number stands for one of the first twenty quarterly contracts in order of expiration. For the current list of Eurodollar futures and calendar spreads offering implied prices, please click here. What are WHITES, REDS, GREENS, BLUES and GOLDS? Color designations are used as a form of "shorthand" to describe groups of contracts. WHITES refer to the nearest four (4) quarterly contracts REDS refer to the next four (4) quarterly contracts GREENS refer to the next four (4) quarterly contracts BLUES refer to the next four (4) quarterly contracts GOLDS refer to the next four (4) quarterly contracts Please note that, as time moves, any given contract may change its color designation. For example, the June 2005 Eurodollar contract (GEM5) is currently a "blue" contract because it is six calendar quarters away. In six months, the same contract will become a "WHITE" , because it will only be four calendar quarters away. How will CME customers be impacted? For all instruments enabled with spread functionality, customers who execute a spread trade will receive individual leg prices for the spread. Customers will also receive additional market data messages specifically for implied bids and offers calculated by GLOBEX. Minimum Price Increments for Implied Prices for Eurodollar Futures When the nearest quarterly contract month becomes the nearest expiring month, The implied-spread methodology will be applied to the 2nd to 13th quarterly expirations in the Eurodollar futures traded on GLOBEX at 0.50 basis point increments. The expiring quarterly contract and the calendar spreads associated with the expiring quarterly contract will not be eligible for the implied spread functionality; The expiring quarterly contract and the calendar spreads associated with the expiring quarterly contract will be available for trading at a minimum price increment of 0.25 basis points (one-quarter tick), both in open outcry trading and electronic trading on GLOBEX. The implied-spread methodology will continue to be applied to the 14th to 21st quarterly expirations in the Eurodollar futures traded on GLOBEX at 0.50 basis point increments. See the benefits of implied prices in action by viewing free, real-time Eurodollar quotes - straight from GLOBEX - on Eagle-i.

4.4 Industry Analysis - E-Speed/CBT

ESpeed / CBT
17 December 2002 - Espeed is to offer split-screen trading in Chicago Board of Trade futures contracts over its electronic bond system. The agreement will provide customers with the ability to trade both cash and futures through eSpeed's new SuperQuad 5.0 technology release. ESpeed says SuperQuad 5.0 will enable traders to access the market's liquidity for benchmarks, off-the-runs, spreads and now futures, in addition to a broad range of other fixed income products, on a single screen. The platform is currently being distributed globally, with over 500 users already having upgraded to the new application. ESpeed competitor BrokerTec Global already offers a single window to both the futures and cash markets for US treasuries, but its derivatives trading volumes pale in comparison to the numbers pushed through the Cbot's a/c/e system.

4.5 Industry Analysis - CME IPO December 5,2002
Chicago Mercantile Exchange Holdings Inc. Prices Initial Public Offering at $35 Per Share; Class A Common Stock to Begin Trading on NYSE Dec. 6 CHICAGO, Dec. 6, 2002 – Chicago Mercantile Exchange Holdings Inc. (NYSE: CME) yesterday priced its initial public offering of 4,751,070 shares of Class A common stock at $35 per share. A total of 3 million shares are being sold by the company. The remainder are being sold by existing shareholders. The company will not receive any proceeds from the sale of Class A shares by existing shareholders. The Class A common stock is expected to begin trading on Friday, Dec. 6. The company has granted the underwriters an option to purchase up to an additional 712,660 shares of Class A common stock to cover over-allotments. Morgan Stanley is the book-running manager for the offering with UBS Warburg as joint-lead manager. Salomon Smith Barney, J.P. Morgan Securities and William Blair & Company are the co-managing underwriters. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A copy of the final prospectus may be obtained from Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, N.Y. 10036. Chicago Mercantile Exchange Holdings Inc. is the parent company of Chicago Mercantile Exchange Inc. (www.cme.com), the largest futures exchange in the United States based on notional value, trading volume and open interest. As an international marketplace, CME brings together buyers and sellers on its trading floors and GLOBEX around-the-clock electronic trading platform. CME offers futures contracts and options on futures primarily in four product areas: interest rates, stock indexes, foreign exchange and commodities. The exchange moves about $1.7 billion per day in settlement payments and manages $27.7 billion in collateral deposits.
Kidder/Rhoades intend to market services to the CME Eurodollar members.

4.6 Industry Analysis - ICAP is Buying Brokertec-
Brokertec Cash Combined with Liffe Euro$

UPDATE - Euronext.liffe guns for CME's flagship Eurodollars Monday January 26, 5:40 pm ET By Ros Krasny (Adds FIA comment paragraphs 3-4, closing share price) CHICAGO, Jan 26 (Reuters) - European futures exchange Euronext.liffe turned up the heat on the Chicago Mercantile Exchange (NYSE:CME - News) on Monday, saying it would launch contracts to compete with the CME's flagship Eurodollar products.
Euronext.liffe's unexpected move is the first encroachment onto the turf of CME, the largest U.S. futures exchange. Transatlantic competition in the derivatives business is getting more intense, and was welcomed by the Futures Industry Association, a group that represents many large U.S. and multinational trading firms. "We are now seeing exactly what Congress intended with the passage of the Commodity Futures Modernization Act of 2000 -- the emergence of head-to-head competition among the world's leading exchanges," said FIA President John Damgard. Eurodollar futures and options contracts on Euronext.liffe will start trading on March 18. Euronext.liffe officials said dealers were keen to trade Eurodollars along with its other short-term interest rate contracts, such as Euribor, on the Liffe-Connect platform. "Our customers have been asking for all the short-term rate contracts on the same platform so they can trade them side by side," said Hugh Freedberg, CEO of Liffe. Using the single clearing system LCH.Clearnet will save dealers 75 to 80 percent on transaction costs due to cross-margining, Freedberg told Reuters. Trading fees have not yet been set but will be competitive, he added. CME Chief Executive Craig Donohue was unruffled. "CME's Eurodollar product is well positioned for continued growth due to the liquidity of our trading floor and the growing liquidity found on (the electronic platform) Globex," Donohue said. But Euronext.liffe officials noted slow growth in the CME's contract in 2003 -- just 0.5 percent compared with a 43-percent jump in Euribor volume. "This track record suggests that electronic trading promotes growth," Freedberg said. Still, Gerald Corcoran, CEO of Chicago-based trading firm R.J. O'Brien, said Eurodollars were difficult to clone. "Eurodollars are a different animal given how far out on the yield curve they trade. Most of the liquidity is in the first few years, but there is large spreading between the front months and the back months by swaps dealers," Corcoran said. Euronext.liffe plans to list contracts for 24 delivery months while the CME lists Eurodollar futures out to December 2013. Freedberg said Euronext.liffe's Connect system was well suited for trading short-term contracts like Eurodollars, suggesting the common wisdom -- that Eurodollars are too complex to trade electronically -- is about to be tested. Electronic volumes for the CME contract are rising but were still only 6.3 percent of futures volume in 2003 and next to zero in Eurodollar options. Euronext.liffe's head of interest rate products, Amanda Sudworth, said there was "a huge amount of new business that we can untap," while conceding it was "highly likely that a number of existing CME customers will come and trade as well." "This is perfectly logical and it exemplifies how competition is heating up in the derivatives world," said Patrick Young, a derivatives industry consultant. THE LATEST THREAT TO CHICAGO'S POSITION Chicago, which bills itself as the city that invented financial futures, has seen trading volumes surpassed in recent years by Eurex and Euronext.liffe. Pending regulatory approval, Eurex could be days away from listing U.S. Treasury securities contracts that go head-to-head with those traded at the CBOT. The Chicago exchanges have fought back against Eurex by cutting trading fees to proprietary traders in Europe. CME has established a telecommunications hub in London to lower users' costs and plans similar hubs in other European centers. The CME this month bought technology firm Liquidity Direct Technology LLC as a way to boost screen trading of Eurodollar options starting in the second half of 2004. Meanwhile, Euronext.liffe will undertake research into whether there is enough demand for it to list a Eurodollar contract on NQLX, its wholly owned U.S. exchange which currently trades single stock futures. CME shares ended down 16 cents at $85.45 on the New York Stock Exchange (News - Websites) , but hit a record high of $87.80 on Friday and are up 18 percent so far in 2004. "The marketplace is sending strong signals that they think the CME is the exchange of the future," Corcoran said.

4.7 Industry Description- The CME and GSCC Cross-Margining vs Euro$ will increase trading volumn

GSCC and CME Announce Cross-Margining of Government Securities and Eurodollar Futures, Options.NEW YORK and CHICAGO, Oct. 4, 2000

The GSCC and CME are preparing rule filings for their respective regulatory agencies for the cross-margining arrangement, and implementation is slated for early next year.

"Cross-margining allows members to optimize their capital usage by viewing their positions at different clearing organizations as a combined portfolio and reducing margin requirements accordingly," explained Jeff Ingber, General Counsel and Managing Director at GSCC.  "The GSCC-CME cross-margining relationship will recognize members' offsetting positions in Government securities and Eurodollar futures and options, creating the potential for large margin savings for members active in both markets. Reducing the amount of margin members have to post at various clearing organizations not only increases their liquidity, it further decreases the cost of capital, improves collateral management and lowers operational costs." 

Said Phupinder Gill, Managing Director and President of the CME Clearing House Division:  “We are very pleased to enhance our cross-margining capabilities through this important arrangement with the GSCC.  Our member firms will achieve significant benefit through offsetting their substantial Eurodollar positions against their Government securities activity.”

Cross-margining programs have long been recognized as enhancing the safety and soundness of clearing systems and reducing clearing system exposure during times of market stress. By minimizing the need for clearing organizations to call for large amounts of additional margin in volatile markets, cross-margining reduces the risk of a liquidity crisis. Various risk management benefits result, including providing clearing organizations with more complete data concerning the true risk of inter-market positions and enhanced sharing of collateral resources.

4.8 Industry Competetion - BrokerTec Launched Bond Futures Exchange in November01
Eurex will Launch Electronic Euro$ Futures in 04?

5.0 Market Drivers EurobondonlineEUREXLLC will market the concept of EurobondonlineEUREXLLC market information products to Hedge Funds,Swap Dealers and large traders in exchange for Euro$ transactions.

5.1 Size of Target Market
Bloomberg has 200,000 clients paying $1500/month.
Trading Technologies has 8000 trading screen, 50% of the screen trading market. Eurobondonline - feel there are 1000 potential Swap/Hedge Fund traders that could benefit from fast Data, fast Charts and customized Euro$/Bond analytics and strategy and TRADER DECION SUPPORT TRAINING.

Eurobondonline will use CQG TRADING PLATFORM
Eurobondonline / CQG Handheld's - cost $2,000 Eurobondonline anticipates buying 2 CQG handhelds, which will be provided to the Fixed Income Trading Company's trading desk, which will organize connectivity to the Euro$ Packs/ Bundles and to Euro$ Options

Eurobondonline will use TRADESTATION TRADING PLATFORM for TREND TRADING BLACK BOX.

5.4 Pricing Strategy

6. OPERATIONS OVERVIEW
6.1 Overview
6.2 Members EurobondonlineEUREXLLC's primary focus will be Electronic Euro$ and CBT Bonds Realtime analytics delivered by Barchart, Optima and Kidder Reports market information. No other ISV Independant Software Vendor has our market Information niche.
6.3 Member Services
6.4 Potential Services

6. Financial Performance Eurobondonline/Eurobondonline intends to generate trading profits from Market-making Fed Fund straddles vs ED Straddles and executing client trades.

Managing Director Partner - Jack Rhoades

Kidder Reports, an interest rate consulting service run by Bill Kidder and John Kamerdin, provides decision-support and strategy services primarily to hedge funds and money desks. In addition to telephone and fax, they communicate with customers on the Internet via constant updates at their website: You are invited to take a look at the Kidder Reports website on a free trial basis. At the minimum, their concise, sophisticated content should help you navigate the complexities of the market. Better, it may help you make money. Combining their significant knowledge of business cycles and interest rates, Kidder and Kamerdin make about 100 specific market comments daily. Updates include items on cash-futures arbitrage, curve trades, rich/cheap analysis and much more. These bullet points supplement and follow-up advice to their consulting clients. In recognition that readers are busy, the information is "short and sweet”. Kidder Reports’ updates include links connecting to proprietary spreadsheets and other relevant web sources. Clients often use Kidder Reports as their homepage because it is easy to find other news and content from the Kidder Reports hub. A pioneer in the Federal funds and financial futures markets, Bill Kidder started his career trading Fed funds at Bank of America. In 1969, working for A.G. Becker, Kidder created one of the first matched books. In 1976, while head of the primary government bond dealer at Donaldson,Lufkin & Jenrette, Kidder initiated trading in the financial futures markets. John Kamerdin was a founding father of the cash Euro CD market in London back in the early 70's with First Boston. He is also a veteran money desk manager and technical analyst whose background includes DLJ as well as other Street shops.
The aim of price enhancement is to make basic price data more “user-friendly” and useful. Price enhancement converts and manipulates “raw” exchange feeds into more practical content. Enhanced displays provide yield-to-maturity as well as price. Enhanced displays use standard notation so that users do not have to decode it. Displays combine price data from multiple sources, showing related data side-by-side. Inter-market spreads are featured. Spreads to Treasury benchmarks are VITAL. Provide pre-formatted answers to FAQ’s (e.g., standard deviation, high, low, mean, etc).

   Kidder's MODEL PORTFOLIO RESULTS
Model Portfolio and Capital Usage Summary
Gain / Loss Recap | DETAILS: USM BOND FUTURES | DETAILS: BOND OPTIONS

EurobondonlineEUREXLLC LIMITED LIABILITY COMPANY AGREEMENT October__, 2004
table of contents
Page
ARTICLE I DEFINITIONS 1
ARTICLE II GENERAL PROVISIONS 1
ARTICLE III MANAGEMENT AND OPERATIONS OF THE COMPANY 2
ARTICLE IV INVESTMENTS AND INVESTMENT OPPORTUNITIES 4
ARTICLE V EXPENSES 4
ARTICLE VI CAPITAL CONTRIBUTIONS 5
ARTICLE VII ALLOCATIONS, DISTRIBUTIONS; CAPITAL ACCOUNTS 6
ARTICLE VIII BOOKS AND RECORDS AND REPORTS TO MEMBERS 9
ARTICLE IX EXCULPATION AND INDEMNIFICATION 9
ARTICLE X TERM AND DISSOLUTION OF THE COMPANY 10
ARTICLE XI TRANSFERABILITY OF THE MANAGING MEMBER’S INTEREST 12
ARTICLE XII TRANSFERABILITY OF AN INVESTOR MEMBER’S INTEREST 12
ARTICLE XIII MISCELLANEOUS 13

LIMITED LIABILITY COMPANY AGREEMENT OF EurobondonlineEUREXLLC
LIMITED LIABILITY COMPANY AGREEMENT dated as of October , 2004, of EurobondonlineEUREXLLC by Jack Rhoades (“Managing Member”), (“Managing Member”) and the persons listed in Schedule A (“Investor Members” and collectively , the “Members”) formed under the laws of Delaware. WHEREAS, the parties hereto desire to form a limited liability company in accordance with the Limited Liability Company Act of the State of Delaware; NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I DEFINITIONS SECTION 1.1. Definitions. Capitalized terms used herein without definition have the meanings assigned to such terms in Appendix A attached hereto. Unless otherwise expressly stated herein, references to Sections are references to Sections in this Agreement. Unless otherwise indicated or required by the context, defined terms in the singular include the plural and vice versa.

ARTICLE II GENERAL PROVISIONS

SECTION 2.1. Company Name. The name of the Company is “EurobondonlineEUREXLLC”.

SECTION 2.2. Registered Office; Business Address. (a) Registered Office of the Company. The Company shall maintain a registered office at Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, or such other address as determined by the Company. Corporation Services Company, or such other entity as determined by the Company, will act as the registered agent of the Company. The Managing Member may change the registered office and registered agent in its discretion. The Managing Member shall promptly notify the Members of the name and address of any subsequent registered office and agent. (b) Business Address of the Company, and the Managing Member. The business address of the Company and the Managing Member shall be 30 S Wacker , 20th Floor, Chicago, Illinois 60606; or such other place as the Managing Member shall determine from time to time in its discretion. The business address of Eurobondonline shall be 558 Green Bay rd, Glencoe, Il 60022. or such other place as Kamerdin shall determine from time to time in its discretion with written notice to the Company. The Managing Member shall promptly notify the Investor Members of any change in the business address of the Company, the Managing Member or the Investment Manager.

SECTION 2.3. Purposes of the Company. The purposes of the Company are (a) to identify potential Company Investments, (b) to acquire, hold and dispose of Company Investments, (c) pending utilization or disbursement of funds, to make Temporary Investments, and (d) to engage in such activities as the Managing Member deems necessary or desirable for the accomplishment of the above purposes or the furtherance of any of the powers herein set forth and to do every other act and thing incident thereto or connected therewith. The Company shall have the power to do any and all acts necessary, appropriate, desirable, incidental or convenient to or for the furtherance of the purposes described in this Section 2.3, including, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Managing Member pursuant to this Agreement.

SECTION 2.4. Liability of the Members and Managing Member. Except as otherwise expressly provided in the Act, no Member (or former Member) or the Managing Member shall be personally liable for any liabilities, or for the payment of any debts and obligations, of the Company.

SECTION 2.5. Fiscal Year. Unless otherwise required by applicable law, the fiscal year of the Company shall end on December 31st.

ARTICLE III MANAGEMENT AND OPERATIONS OF THE COMPANY
SECTION 3.1. Management by Managing Member. Subject to the other provisions of this Agreement, the management, administration and control of, and the determination of policies with respect to, the Company and its affairs shall be vested exclusively in the Managing Member. The Members shall have no part in the management, administration or control of the Company and shall have no authority or right to act for or on behalf of the Company in connection with any matter. As noted in Section 3.2 below, the Managing Member will act as investment manager with respect to all of the assets of the Company and will be responsible for providing certain administrative and related services to the Company.

SECTION 3.2. Authority of the Managing Member. Subject to the other provisions of this Agreement, the Managing Member shall have the exclusive power and authority, in its own name or on behalf of and in the name of the Company, to carry out any and all of the objects and purposes of the Company and all matters incidental to such objects and purposes, and to perform all acts which it may, in his sole discretion, deem necessary or desirable in furtherance thereof, and in connection with the performance of his duties hereunder. Notwithstanding the foregoing provisions of this Section 3.2, the Managing Member shall have the power to do all things and discharge all duties or requirements required of, or imposed on, a Manager by the Act or other applicable law (whether or not on behalf of the Company). The Managing Member may, in his sole discretion, delegate administrative and investment duties and decisions hereunder to such third Persons as the Managing Member may designate from time to time.

SECTION 3.3. Term. The term of the Company shall commence on the date the Company files a Certificate of Formation in the Office of the Secretary of State of the State of Delaware and shall continue until the occurrence of an event described in Section 10.2 herein.

SECTION 3.4. Books and Records; Accounting Method. (a) Books and Records. The Managing Member shall keep or cause to be kept at the business offices of the Company full and accurate books and records of the Company. Such books and records shall be available, upon request of a Member, for inspection at the business offices of the Company (or such other location designated by the Company, in its discretion) by the Member or his duly authorized agents, representatives or regulators during regular business hours at a time arranged in advance between the Managing Member and the Member. (b) Accounting Methods. Unless the Managing Member decides otherwise, the accounting or financial records or reports of the Company shall be prepared based on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles.

SECTION 3.5. Company Information and Tax Returns. The Managing Member shall cause to be prepared and timely filed all information and tax returns required to be filed by the Company, if any. The Managing Member may, in his reasonable discretion make, or refrain from making, any income or other tax elections for the Company that he deems necessary or advisable.

SECTION 3.6. Confidentiality. The Members agree to keep confidential and not to disclose to any Person (other than to directors, officers, partners, employees, agents, regulators, legal counsel of the Members responsible for matters relating to the Company or to any potential Substitute Investor Member who has previously agreed in writing to the confidentiality provisions contained in this Section 3.6) all information and documents relating to the Managing Member’s business plan relating to the Company, including the investment management process employed by the Managing Member.

SECTION 3.7. Meetings of Members. The Managing Member may call a meeting of the Members at any time for any purpose. The Managing Member will give timely notice of the time and place of such meeting to each Member.

SECTION 3.8. Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Managing Member as herein set forth, and shall not be required to inquire as to the Managing Member’s authority to bind the Company.

ARTICLE IV INVESTMENTS AND INVESTMENT OPPORTUNITIES

SECTION 4.1. General. The assets of the Company shall, to the extent not required for the payment of Company Expenses or otherwise necessary for the conduct of the Company’s business, and subject to Section 4.2, be invested in such Company Investments as the Managing Member shall determine, in his sole discretion.

SECTION 4.2. Temporary Investment of Funds. The Managing Member shall invest cash held by the Company in Temporary Investments, including all amounts being held by the Company for future investment in Company Investments, payment of Company Expenses or distribution to the Members.

SECTION 4.3. Investment Opportunities. The Managing Member and the Members may participate in the management of any other collective investment vehicles and investment accounts which have investment strategies similar to the Company.

ARTICLE V EXPENSES

SECTION 5.1. Company Expenses. (a) Payment of Company Expenses. The Company shall be responsible for and shall pay all Company Expenses.
(b) Definition of Company Expenses. As used herein, the term “Company Expenses” means all expenses or obligations of the Company or otherwise incurred by the Managing Member on behalf of the Company in connection with this Agreement. To the extent Company Expenses (other than those incurred under Section 5.1 (c)(ii), (iii), (vii), (viii) and (ix))exceed $20,000 in a Fiscal Year, the Managing Member and Kamerdin will reimburse such excess to the Company from their share of Net Profits.
(c) Specified Company Expenses. The parties agree that all of the following constitute Company Expenses, and comprise some, but not necessarily all, of the types of expenses that may constitute Company Expenses, depending upon the context in which such expenses are incurred: (i) all out-of-pocket expenses reasonably incurred by the Company or on its behalf that are directly related to the organization of the Company (“Organizational Expenses”); (ii) all expenses incurred by the Company or on its behalf that are directly related to the underwriting, acquisition, monitoring, management, restructuring, sale or other disposition of, or investment or reinvestment in, any Company Investment or Temporary Investment; (iii) expenses incurred in connection with obtaining legal, tax, accounting, and other professional advice and the advice of other consultants and experts on behalf of the Company; (iv) expenses incurred in connection with the registration, qualification or exemption of the Company under any applicable law; (v) out-of-pocket expenses incurred in connection with the collection of amounts due to the Company from any Person; (vi) expenses incurred in connection with the preparation of amendments to this Agreement; (vii) expenses incurred in connection with any Proceeding involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith, provided that any such expenses which, if incurred by any person, would not be indemnifiable under Article IX, shall not constitute Company Expenses; (viii) any indemnification obligation and any other indemnity contribution or reimbursement obligations of the Company with respect to any Person, whether payable in connection with a Proceeding involving the Company or otherwise; (ix) any taxes that are imposed on the Company; (x) interest incurred in connection with any interim financing on behalf of the Company; and (xi) all other expenses of the Company incurred in connection with the ongoing operations and administration of the Company, other than office space and computers which the Managing Member and Kamerdin will provide to the Company at no charge. (d) Working Capital Fund. At the closing, the Company will establish a working capital fund in the amount of $10,000 which will be used to fund the payment of Company Expenses. This fund will be replenished from time to time as required with Capital Contributions made by the Members.

ARTICLE VI CAPITAL CONTRIBUTIONS SECTION 6.1. Capital Contributions. The total Capital Contribution of all of the Investor Members shall be no more than $400,000, the Capital Contribution of Rhoades shall be $500 and the Capital Contribution of the Managing Member shall be $500. The minimum Capital Contribution shall be $25,000 for an Investor Member unless a smaller amount is approved by the Managing Member, in his sole discretion. However, the total number of Investor Members may not exceed fifteen (15).

ARTICLE VII ALLOCATIONS, DISTRIBUTIONS; CAPITAL ACCOUNTS

SECTION 7.1. Distributions. (a) Distributions Upon Sale of Company Investments. Subject to any adjustment required in the sole discretion of the Managing Member for the payment of Company Expenses pursuant to Article V and subject to Sections 7.1(b) and (c), Distributable Cash shall be distributed by the Company as soon as practicable following receipt thereof by the Company as follows:
(i) First, 100% to the Members and the Managing Member in proportion to their respective Capital Contributions until each Member and the Managing Member has received pursuant to this subclause (i), taking into account such proposed distribution and all prior distributions pursuant to this subclause
(i), an aggregate amount equal to the Managing Member and Member's Share of the Company’s Capital Contributions in respect of (1) the Company Investment giving rise to such proposed distribution (the “Disposed Investment”), and (2) all Company Investments previously sold, otherwise disposed of or written down or off by the Company due to permanent impairments under U.S. generally accepted accounting principles (“Previously Disposed Investments”).
(ii) Second, (A) 50% to the Investor Members and (B) 50% to the Managing Member (or his designee) and Kamerdin.
(b) Amounts Held in Reserve. The Managing Member shall have the right, in its discretion, to withhold amounts otherwise distributable by the Company to the Members in order to maintain the Company in a sound financial and cash position and to make such provision as the Managing Member in its discretion deems necessary or advisable for any and all debts, liabilities and obligations, contingent or otherwise, of the Company.
(c) Partial Disposition. For all purposes of this Agreement, with respect to the sale or other disposition of a portion of a Company Investment, such portion shall be treated as having been a separate Company Investment from the remaining Company Investment retained by the Company, and the related income and Capital Contributions with respect to such Company Investment shall be treated as having been divided between the portion which was sold or disposed of and the portion retained by the Company on a pro rata basis.
(d) Uninvested Amounts. In the event the Managing Member draws down amounts which are not expended by the Company as originally contemplated, the Managing Member may, in its sole discretion, distribute such amounts among the Members pro rata in accordance with the manner in which they funded such amounts.
(e) Distributions in Kind. With the consent of the Initial Investor Member, the Managing Member may make distributions of Securities or other assets other than cash. Distributions in kind shall be valued at their fair market value on the date of distribution. (f) Liquidating Distributions. Liquidating distributions shall be distributed to the Managing Member and the Members in proportion to their respective capital accounts. Any distributions in excess of the capital accounts shall be distributed 50% to the Members in proportion to their capital accounts, and 50% to the Managing Member (or its designee) .

SECTION 7.2. Capital Accounts; Adjustments to Capital Accounts. (a) Capital Account. There shall be established for each Member, on the books and records of the Company, an account (a “Capital Account”), which shall initially be zero and which shall be adjusted as set forth in this Section 7.2.
(b) Adjustments to Capital Account. The Capital Accounts of the Members shall be adjusted as follows: (i) Cash Contributions. The amount of cash and the fair value of other property contributed or deemed contributed to the Company by any Member shall be credited to the Capital Account of such Member; (ii) Distributions. The amount of cash and the Fair Value of other property distributed or deemed distributed by the Company to any Member in accordance with this Agreement shall be debited against the Capital Account of such Member; (iii) Net Profit. The amount of any Net Profit allocated to any Member under this Agreement shall be credited to the Capital Account of such Member; and (iv) Net Loss. The amount of any Net Loss allocated to any Member under this Agreement shall be debited against the Capital Account of such Member.
(c) Allocation of Net Profit and Net Loss Except as provided elsewhere in this Agreement, Net Profits (and items thereof) and Net Losses (and items thereof) for any fiscal year shall be allocated among the Members and the Managing Member in a manner so as to conform, in the judgment of the Managing Member, as nearly as practicable with the related distributions that would be made to the Members and the Managing Member during such fiscal year pursuant to Section 7.1(a) if the Company had distributed all of such Net Profits. Except as provided elsewhere in this Agreement, Net Losses (and items thereof) for any fiscal year shall be allocated among the Members and the Managing Member in the following order and priority: (i) first, among the Members and the Managing Member in proportion to and in reverse order of the amount of the cumulative Net Profits previously allocated to them until the cumulative amount of Net Losses equals the cumulative amount of Net Profits, and (ii) thereafter, any remaining Net Losses shall be allocated among the Members and the Managing Member in proportion to their respective Capital Account balances.
(d) Determination of Net Profits and Net Losses. "Net Profits" or "Net Losses" of the Company shall mean the net operating profits or net operating losses, as the case may be, for a fiscal year determined based on the method of accounting utilized by the Company in accordance with generally accepted accounting principles consistently applied (except as otherwise specified herein) and further in accordance with the following: (i) There shall be deducted in computing Net Profits and Net Losses the expenses of the Company incurred pursuant to Section 5.1 and; (ii) In computing the Net Profits and Net Losses of the Company, the Organizational Expenses of the Company may, in the Managing Member's sole discretion, be amortized over a period of up to 60 months.

SECTION 7.3. Tax Allocations. (a) For U.S. federal, state and local income tax purposes, each item of income, gain, loss and deduction of the Company shall be allocated among the Members and the Managing Member as nearly as possible in the same manner as the corresponding item of income, expense, gain or loss is allocated pursuant to the other provisions of this Article VII. Tax credits, if any, shall be equitably allocated among the Members and the Managing Member by the Managing Member. It is intended that the Capital Accounts will be maintained at all times in accordance with section 704 of the Code and applicable U.S. Treasury Regulations thereunder, and that the provisions hereof relating to the Capital Accounts be interpreted in a manner consistent therewith. The Managing Member shall be authorized to make appropriate amendments to the allocations of items pursuant to this Section 7.3 if necessary in order to comply with section 704 of the Code or applicable U.S. Treasury Regulations, provided that no such change shall have an adverse effect upon the amount distributable to any Partner hereunder.
(b) Notwithstanding anything else to the contrary contained herein, if any Member or the Managing Member has a deficit Capital Account for any fiscal year as a result of any unexpected adjustment, allocation or distribution of the type described in Treasury Regulation Section 1.704-1(b)(2)(d)(4) through
(6), then items of the Company’s income and gain shall be specially allocated to such Member or the Managing Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the deficit, if any, as quickly as possible, provided that an allocation pursuant to this subsection (b) shall be made only if and to the extent that such Member or the Managing Member would have such Capital Account deficit after all other allocations provided for in subsection (a) of this Section 7.3 have been tentatively made as if this subsection (b) were not in this Agreement. This subsection (b) is intended to comply with the qualified income offset provisions in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

SECTION 7.4. Loans and Withdrawal of Contribution. Except as expressly provided herein, no Member or the Managing Member shall be permitted to borrow or make an early withdrawal of, any portion of the Capital Contributions made by it.

SECTION 7.5. No Obligation to Restore. No Member shall have any obligation to restore a negative balance in its Capital Account.

SECTION 7.6. Other Tax Matters. (a) The Managing Member is hereby designated as the “tax matters partner” of the Company within the meaning of section 6231(a)(7) of the Code (and any similar provisions under any applicable state or local or foreign tax laws). (b) It is the intention of the Members and the Managing Member that the Company be treated as a partnership for all relevant tax purposes. The Managing Member shall therefore not permit the Company to elect, and the Company shall not elect, to be treated as an association taxable as a corporation for U.S. federal income, state or local income tax purposes under Treasury Regulations Section 301.7701­-3(a) or under any corresponding provision of state or local law.

ARTICLE VIII BOOKS AND RECORDS AND REPORTS TO MEMBERS

SECTION 8.1. Independent Public Accountants. At the election of the Managing Member, the financial statements of the Company may be audited as of the end of each fiscal year by the independent public accountant. Any audited financial statements of the Company and the supporting documents to such statements will be made available to the Members upon request. The Managing Member will reasonably cooperate and provide reasonable assistance to the Company in connection with the annual audits of the Company.

SECTION 8.2. Annual Reports. (a) Financial Statements. As soon as practicable and in any event within forty-five (45) calendar days after the end of each fiscal year, the Managing Member shall prepare and shall deliver to each Investor Member a copy of the Company’s financial statements for such year.

(b) Tax Information. As soon as practicable and in any event within 90 days after the end of each fiscal year, the Managing Member shall cause the Company's accountants to prepare and transmit a report setting forth in sufficient detail such transactions effected by the Company during such fiscal year as shall enable each Member to prepare its U.S. federal income tax return, if any. The Managing Member shall mail, or cause to be mailed, such materials to (i) each Member, and (ii) each former Member (or its successors or assigns) who may require such information in preparing its U.S. federal income tax return, if any.

ARTICLE IX EXCULPATION AND INDEMNIFICATION

SECTION 9.1. Exculpation and Indemnification. Neither the Managing Member, Kamerdin or any of their respective Affiliates, partners and employees (if any) (each, an “Indemnified Person” and collectively, the “Indemnified Persons”) shall be liable to the Company or to the Investor Members for any act or omission performed or omitted by him or it, as the case may be, or for any losses, damages, costs, expenses or liabilities arising therefrom, except to the extent arising out of (A) a violation of federal or state securities laws or any other intentional or criminal wrongdoing, or (B)  the willful misfeasance, gross negligence, fraud or bad faith on his or its part, as the case may be. To the fullest extent permitted by law, the Company will also indemnify each Indemnified Person, and defend and hold such Persons harmless from and against any losses, damages, costs, expenses, or liabilities to which such Indemnified Person may become subject as a result of any act or omission believed by them in good faith to be within the scope of the authority conferred upon them pursuant to this Agreement, except to the extent that any such loss, damage, cost, expense or liability results from the willful misfeasance, gross negligence, fraud or bad faith of such Indemnified Person, or any violation of any federal or state securities laws or any other intentional or criminal wrongdoing or any material breach of this Agreement by such Indemnified Person.

SECTION 9.2. Exclusive Jurisdiction. To the fullest extent permitted by applicable law, the Members hereby agree that any claim, action or proceeding by any Member seeking any relief whatsoever against any Indemnified Person based on, arising out of, or in connection with, this Agreement or the Company’s business or affairs shall be brought only in the U.S. federal courts located in the City and State of New York and not in any other State or U.S. federal court in the United States of America or any court in any other country. The Members acknowledge that, in the event of any breach of this provision, the Indemnified Persons have no adequate remedy at law and shall be entitled to injunctive relief to enforce the terms of this Section 9.2.

ARTICLE X TERM AND DISSOLUTION OF THE COMPANY

SECTION 10.1. Duration. Unless sooner dissolved pursuant to Section 10.2, the Company shall continue in existence until the fifth anniversary of the Closing Date, provided, however, that the Managing Member may, in its sole discretion, extend the term of the Company under this Section 10.1 for up to two consecutive one-year periods.

SECTION 10.2. Dissolution. (a) Subject to clause (b) below, the Company shall be dissolved and its affairs shall be wound up upon the earliest of:
(i) the expiration of the term of the Company as determined in accordance with Section 10.1; (ii) the bankruptcy, liquidation, dissolution or insolvency of the Managing Member; or (iii) the withdrawal of the Managing Member pursuant to Section 11.2, the removal of the Managing Member pursuant to Section 11.3 or the decision by the Managing Member to dissolve the Company. (b) Notwithstanding clauses (a)(ii) and (iii) above, Members representing, in the aggregate, at least 75% of the aggregate Capital Contributions may agree to continue, at any time prior to the 90th day after the occurrence of an event described in clause (a)(ii) or (a)(iii) above, the Company and in such event Members representing a majority of the aggregate Capital Contributions will select a new Managing Member.

SECTION 10.3. Liquidation of the Company. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The responsibilities of the Managing Member shall be consistent with the responsibilities provided for it in this Agreement. The Managing Member, or if there shall be no Managing Member, one or more Persons appointed by the other Members, shall act as the Liquidator in carrying out such liquidation and in winding up the affairs of the Company (the “Liquidator”). In performing its duties, the Liquidator is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in any reasonable manner that the Liquidator shall determine to be in the best interest of the Members.

SECTION 10.4. Distribution Upon Dissolution of the Company. (a)  Liquidating Distribution. Upon dissolution of the Company, the Liquidator winding up the affairs of the Company shall determine, in its sole discretion, which assets of the Company shall be sold and which assets of the Company shall be retained for distribution in kind to the Members. The Capital Accounts shall be adjusted in accordance with Section 7.2, immediately prior to any such distribution in kind, to reflect the gain or loss that would be recognized had the assets to be distributed in kind been sold for their Fair Value. After all liabilities (contingent or otherwise) of the Company have been satisfied or duly provided for (as determined by the Liquidator in its discretion), the remaining assets of the Company shall be distributed to the Members in accordance with Article VII. Any goodwill of the Company (including its investment performance record), and any right to use of the Company’s name, shall belong exclusively to the Managing Member. (b) Liquidating Trust, etc. In the discretion of the Liquidator, a portion of the distributions that would otherwise be made to the Members pursuant to this Section 10.4 may be: (i) distributed to a trust established for the benefit of the Members for purposes of liquidating Company assets, collecting amounts owed to the Company and paying any debts liabilities or other obligations of the Company or the Managing Member arising out of, or in connection with, this Agreement or the Company’s business or affairs; or (ii) withheld, with respect to any Member, to provide a reserve for the payment of such Member’s share of future Company Expenses, provided that such withheld amounts shall be distributed to the Members as soon as the Liquidator determines, in its sole discretion, that it is no longer necessary to retain such amounts. The assets of any trust established in connection with clause (i) of this Section 10.4(b) shall be distributed to the Members from time to time, in the discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement. (c) No Priority. Each Member shall look solely to the assets of the Company for the return of such Member's aggregate Capital Contribution in Company Investments and no Member shall have priority over any other Member as to the return of such Invested Capital.

SECTION 10.5. No Withdrawal by Members. A Member may not withdraw from the Company prior to its dissolution and winding up, and no Interest is redeemable or repurchasable by the Company at the option of a Member. Except as expressly provided in this Agreement, no event affecting a Member (including death, bankruptcy or insolvency) shall affect its obligations under this Agreement or affect the Company.

ARTICLE XI TRANSFERABILITY OF THE MANAGING MEMBER’S INTEREST

SECTION 11.1. Transferability of the Managing Member’s Interest. The Managing Member may not transfer, assign, or pledge or otherwise dispose of all or any portion of its Interest to any Person. Notwithstanding the foregoing, the Managing Member may make a Transfer of all or any portion of its Interest to an Affiliate or to a Person which succeeds to the business of the Managing Member as an entirety, or with the consent of a Majority-in-Interest of the Members, which consent shall not unreasonably be withheld. The Managing Member may not be removed as a Managing Member of the Company.

ARTICLE XII TRANSFERABILITY OF AN INVESTOR MEMBER’S INTEREST

SECTION 12.1. Conditions for Transfer. A Member may Transfer all or any part of its Interest to his or her immediate family member without the consent of the Managing Member. Except as otherwise provided in the immediately preceding sentence, a Member may Transfer all or any part of its Interest to any Person only with the written consent of the Managing Member, which consent shall not unreasonably be withheld. However, such Member must first offer in writing on the same terms and conditions such Interest to the Managing Member.

SECTION 12.2. Substitute Investor Member. A purchaser, assignee or transferee of a Member’s Interest (a “Transferee”) permitted under Section 12.1 shall have the right to become a Substitute Member only if the Member and the Transferee shall have executed and acknowledged such instruments and documents and taken such other action as the Managing Member shall reasonably deem necessary or desirable to effect such admission. In the event of the admission of a Transferee as a Substitute Member, all references herein to the Members shall be deemed to apply to such Substitute Member and such Substitute Member shall succeed to all rights and obligations of the transferor Member hereunder, including the Capital Account balance of such transferor, to the extent of such Transfer. A Transferee who is not admitted to the Company as a Substitute Member shall have none of the rights of, and no liability as, a Member and the assignor in such case shall remain fully liable for the unpaid portion of its Capital Commitment. ARTICLE XIII MISCELLANEOUS

SECTION 13.1. Amendments; Waivers. (a) Generally. The provisions of this Agreement may be amended or waived as follows:

(i) the provisions of this Agreement may not be amended or waived without the approval of the Managing Member and 80% of the Members; (ii) no amendment or waiver of the provisions of this Agreement may, without the approval of the Managing Member, and the affected Member change the Capital Contribution of such affected Member; and (iii) any provision of this Agreement in which a percentage of Capital Contributions is specified as being required for any action or approval of the Members may not be amended or waived without the approval of the Members having Capital Contributions representing in aggregate at least such specified percentage of Capital Contributions.

SECTION 13.2. Approvals. Except as otherwise specifically provided herein, each Member agrees that, to the extent permitted by applicable law, for purposes of granting the approval of the Members with respect to any proposed action of the Company, the Managing Member or any Affiliate of the Managing Member, the written approval of the Required Members shall bind the Company and each Member and shall have the same legal effect as the written approval of each Member. The Managing Member may request the written approval of the Required Members to approve any matter that the Managing Member determines, in its discretion, necessary or desirable to be so approved.

SECTION 13.3. Notices. Except as otherwise provided in Section 11.3, all notices, requests and other communications to any party hereunder shall be in writing (including telex, facsimile or similar writing) and shall be given to such party (a) if such party is a Member other than the Managing Member or Kamerdin, at its address or telex or facsimile number set forth in Schedule A or such other address or telex or facsimile number as such Member may hereafter specify by written notice to the Managing Member for such purpose, (b) if such party is Kamerdin, at the address set forth in Section 2.2(b) or such other address or telex or facsimile number as Kamerdin may hereafter specify by written notice to the Managing Member for such purpose, or (c) if such party is the Company or the Managing Member to 558 Green Bay Rd, Glencoe, Il 60022 or such other address or telex or facsimile number the Company or the Managing Member may hereafter specify by written notice to the Members for such purpose. Each such notice, request or other communication shall be effective (i) if given by telex or facsimile, when such telex or facsimile is transmitted to the telex or facsimile number specified pursuant to this Section 13.3 and the appropriate answerback or confirmation is received, (ii) if given by mail, five days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, (iii) if given by overnight courier, 48 hours after such communication is received by such courier, or (iv) if given by any other means, when delivered at the address specified pursuant to this Section 13.3.

SECTION 13.4. Successors; Counterparts. This Agreement (i) shall be binding upon the successors and permitted assigns of the Members, and (ii) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

SECTION 13.5. Governing Law; Severability. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware. In particular, it shall be construed to the maximum extent possible to comply with all of the terms and conditions of the Act. If it shall be determined by a court of competent jurisdiction that any provision or wording of this Agreement shall be invalid or unenforceable under applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement, in which case this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event such term or provision cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable provisions.

SECTION 13.6. Filings. The Managing Member shall also promptly cause to be filed, recorded and published such statements of fictitious business name and other notices, certificates, statements or other instruments required by any provision of applicable law of any jurisdiction which governs the conduct of the Managing Member’s business from time to time.

SECTION 13.7. Power of Attorney. Each Member and Kamerdin does hereby constitute and appoint the Managing Member as its true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign and file (i) any amendment to the Certificate of Formation of the Company required because of an amendment to this Agreement or in order to effectuate any change in the membership of the Company, (ii) any amendments to this Agreement in accordance with Section 13.1, and (iii) all such other instruments, documents and certificates which may from time to time be required by the laws of the State of Delaware to effectuate, implement and continue the valid and subsisting existence of the Company or to dissolve the Company.

SECTION 13.8. Goodwill. No value shall be placed on the name or goodwill of the Company.

SECTION 13.9. Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

SECTION 13.10. Entire Agreement. This Agreement constitutes the entire agreement among the Members with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them with respect to such subject matter.

IN WITNESS WHEREOF, the undersigned have executed and delivered this document as a deed on the day and year first above written.

MANAGING MEMBER: Jack Rhoades ____________________________________
Name:
Title:
MEMBERS:

INVESTOR MEMBERS LISTED IN SCHEDULE A

Appendix A DEFINITIONS
“Act” means the Delaware Limited Liability Company Act.
“Affiliate” of any specified Person means any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
“Agreement” means this Limited Liability Company Agreement, as amended or restated from time to time.
“Capital Account” has the meaning set forth in Section 7.2(a).
“Capital Contribution” means, with respect to any Member, a cash contribution made by such Member to the Company pursuant to Article VI and Article IX.
“Closing” means the date on which the Investor Member is admitted to the Company.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Company” means EurobondonlineEUREXLLC, a Delaware limited liability company.
“Company Expenses” has the meaning set forth in Section 5.1(b).
“Company Investment” means an investment by the Company in any Securities.
“Disposed Investments” has the meaning set forth in Section 7.1(a).
“Distributable Cash” means cash receipts of all kinds derived from Company Investments less any amounts retained by the Company in accordance with Section 7.1(a).
“Fair Value” means the valuation of a Company Investment or other Company property by the Managing Member in good faith in accordance with Section 7.2 and 10.4.
“Follow-On Investment” means any investment in the securities of a company at a time at which the Company holds a Company Investment in Securities of such company or an Affiliate of such company where the investment is made for the purpose of protecting, enhancing or realizing on the Company’s existing Company Investment.
“Indemnified Person” has the meaning set forth in Section 9.1.
“Interest” means an interest in the capital and Net Profits and Net Losses of the Company.
“Invested Capital” means with respect to any Company Investment at any time, the aggregate amount of the Capital Contributions invested in such Company Investment (including Company Expenses directly attributable to the acquisition of such Company Investment) as of such time after taking into account all distributions made with respect to such Company Investment.
“Investor Member” means the Members listed in Schedule A and any Substitute Investor Member thereof.
“Liquidator” has the meaning set forth in Section 10.3.
“Majority-in-Interest” means, at any time, Members representing at least a majority of all Members’ Capital Contributions (or, if no Capital Contributions have been made, Capital Commitments) at such time.
“Managing Member” means William Kidder.
“Members” means Jack Rhoades and the Investor Members.
“Member’s Percentage” means, with respect to any Member, the percentage derived by dividing the Capital Commitment of the Member by the aggregate Capital Commitment of all Members.
“Member’s Share” means, with respect to any Member, the amount obtained by multiplying a particular amount by the Members’ Percentage.
“Net Loss” has the meaning set forth in Section 7.2(b).
“Net Profit” has the meaning set forth in Section 7.2(b).
“Organizational Expenses” has the meaning set forth in Section 5.1(c).
“Person” means any individual, partnership, corporation, trust, limited liability company, limited liability partnership, joint stock company or other legal entity.
“Proceeding” means any action, claim, suit, investigation, arbitration or proceeding, whether at law or in equity, and whether by or before any court, arbitrator, governmental body or other administrative, regulatory or other agency or commission.
“Securities” means non-rated, distressed or defaulted securities issued by state and/or local governmental units and, in the opinion of the Managing Member, distressed or defaulted securities or loans on projects or facilities that may qualify for financing with municipal securities and not more than $100,000 in principal amount of securities of any single issuer purchased in the minimum denominations then available to enhance the ability of the Company to gain access to financial and other information regarding a potential Company Investment.
“Substitute Investor Member” means any purchaser, assignee, transferee or other recipient of all or any portion of any Investor Member’s Interest who is admitted as an Investor Member to the Company in accordance with Section 12.2.
“Temporary Investments” mean investments in (i) short-term money market investments issued by issuers in the two highest rating categories as stated by nationally recognized statistical ratings organizations, (ii) obligations backed by full faith and credit of the United States federal government and with a maturity date not in excess of 18 months from the date of purchase by the Company, (iii) interest-bearing bank or brokerage accounts and/or certificates of deposit issued by banks with undivided capital and surplus of $100,000,000 or more, and (iv) other comparable investments.
“Transfer” has the meaning set forth in Section 11.1.
“Transferee” has the meaning set forth in Section 12.2.
“U.S.” means the United States of America.
Schedule A
LIST OF INVESTOR MEMBERS