http://www.EuroBondOnline.com/FXLLC.htm

Eurobondonline/FXLLC 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, will employ 2 traders initially and pay all trading expenses . 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 10% of total capital, all losing positions will be liquidated and no new trades will occur until the beginning of a new month.

50/40 Tax Treatment Lets review a little history about the 60/40 long-term/short-term capital gains tax advantage. Prior to approximately 1981 Futures transactions were taxed the same as any other capital asset. The treatment/rate depended upon the holding period. Many professional traders, primarily Exchange members, developed a number of techniques to convert short term trading gains into long-term capital gains transactions. These were commonly referred to as “tax-spreads”. Essentially a long tern low volatility spread trade was entered. These consisted of a long position and a short position in different months. The trader then hoped that the market moved. After some period of time (but before the long term time limit, usually 12 months) a second spread trade was done. This second spread consisted of the month of the original trade that was now a loser and yet a third month. This left the trader still spread from a risk standpoint, but with a P&S loss. After the long-term time limit had passed the remaining positions were exited. The result, a short-term loss and a long-term profit. Some creative traders were even able to “roll” their profits for multiple years. When these extremely successful techniques were aggressively marketed to the general public, the IRS and Congress became alarmed about the loss of tax revenue from these legitimate transactions. Rather than outlaw the transactions, which could have very legitimate economic purposes the IRS, came up with the concept of “marked to the market”. That is, the trader was taxed on this asset in a manner that was substantially different than any other capital asset. The IRS collected taxes on year-end gains from futures trades regardless of the fact that the contract had not yet been offset. This was like paying taxes each year on the appreciation of your house while you were still living there. In order to make such a radical idea palatable a political compromise was struck where all of the gains/losses from futures transactions were taxed “marked to the market” at a rate implied by 60% long-term capital gains and 40% short-term capital gains regardless of the actual holding period of the trade. This system is still in use today. If ICE contracts do not fall under the definition of 1256 contracts, can they therefore be used as capital assets for the “tax-spreads” of olden days? That is – if they don’t qualify for 60/40 is there no “marked to the market” tax due on positions that have not yet been closed out at the end of the tax year? It would seem to me that the potential competitive advantage from that kind of tax situation would come down on the side of ICE. Lets review a little history about the 60/40 long-term/short-term capital gains tax advantage. Prior to approximately 1981 Futures transactions were taxed the same as any other capital asset. The treatment/rate depended upon the holding period. Many professional traders, primarily Exchange members, developed a number of techniques to convert short term trading gains into long-term capital gains transactions. These were commonly referred to as “tax-spreads”. Essentially a long tern low volatility spread trade was entered. These consisted of a long position and a short position in different months. The trader then hoped that the market moved. After some period of time (but before the long term time limit, usually 12 months) a second spread trade was done. This second spread consisted of the month of the original trade that was now a loser and yet a third month. This left the trader still spread from a risk standpoint, but with a P&S loss. After the long-term time limit had passed the remaining positions were exited. The result, a short-term loss and a long-term profit. Some creative traders were even able to “roll” their profits for multiple years……

Jack Rhoades, CEO
Eurobondonline/FXLLC
558 Green Bay Rd, Glencoe, Illinois 60022
(847)835-2159
email EuroBondOnline@gmail.com

Eurobondonline/FXLLC

JAN FEB MAR APR May JUN JULY AUG SEP OCT NOV DEC

Head Trader 1 6000 8000 8000 8000 8000 8000 8000 8000 8000 8000 8000 8000

Trader 1 2000 4000 4000 4000 4000 4000 4000 4000 4000 4000 4000 4000

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

TradingTech/CQG 700 700 700 700 700 700 700 700 700 700 700

Trading Capital $390,000

Investors Payout 50% 34000 42000 42000 42000 160000

Eurobondonline Payout 30% 20400 25200 25200 25200 96,000

retirement benefits 20%

1.1 Risk Factors Investments in Eurobondonline/FXLLC 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.

1.6 THE Target Market

The ENERGY Futures and Options market - Approximately ? open interest in ENERGY futures and options. x% of the futures trade is electronic, buy 1/2 of 1% of the options trade electronicaslly during regular the open outcry session. EuroBondOnline intends to concentrate it's software and services on NYMEX ENERGY and ICE 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 ENERGY 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 Eurobondonline/FXLLC is the controlling Managing Director

1.8 Operations Eurobondonline/FXLLC will connect Electronically to a CBT/CME/LIFFE/Eurex/NYMEX/ICE 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 23 a recent grad of the U of Iowa, Laura 18, headed to UVA or VATech

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 - ICE

4.0 Industry Analysis - NYMEX

4.0 Industry Analysis - ICAP OTC

4.0 Industry Analysis - CERA is an Energy industry Agragator/seminar provider- FXLLC would like to enter a strategic market relationship. 5.0 Market Drivers Eurobondonline/FXLLC will market the concept of Eurobondonline/FXLLC market information products to Hedge Funds, Energy Swap Dealers and large traders

5.1 Size of Target Market FOR ENERGY TRADING ANALYTICS
Bloomberg has 200,000 clients paying $1500/month.
Trading Technologies has 8000 trading screen, 50% of the screen trading market. Eurobondonline - feel there are 100 potential Swap/Hedge Fund traders/Energy Companies that could benefit from fast Data, fast Charts and customized Euro$/Bond analytics and strategy and TRADER DECION SUPPORT TRAINING.

Eurobondonline will use CQG TRADING PLATFORM

5.4 Pricing Strategy

6. OPERATIONS OVERVIEW
6.1 Overview
6.2 Members
6.3 Member Services
6.4 Potential Services

6. Financial Performance Eurobondonline intends to generate trading profits from market-making , training traders, developing analytics and automating trading strategies.

Eurobondonline/FXLLC 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 Eurobondonline/FXLLC
LIMITED LIABILITY COMPANY AGREEMENT dated as of February, 2006, of Eurobondonline/FXLLC 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 “Eurobondonline/FXLLC”.

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 Eurobondonline/FXLLC, 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

Eurobondonline/FXLLC
	JAN	FEB	MAR	APR	May	JUN	JULY	AUG	SEP	OCT	NOV	DEC
Head Trader 1	6000	8000	8000	8000	8000	8000	8000	8000	8000	8000	8000	8000
Trader 1	2000	4000	4000	4000	4000	4000	4000	4000	4000	4000	4000	4000
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
TradingTech/CQG		700	700	700	700	700	700	700	700	700	700	700

Trading Capital	$390,000
Investors Payout 50%				34000			42000			42000		42000	160000
Eurobondonline Payout 30%				20400			25200			25200		25200	96,000
retirement benefits 20%