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Operating Procedures

XXX Investment Club/Group

Partnership Agreement:

All Operating Procedures will be consistent with the Partnership Agreement.


Amendment of Procedures:

These Operating Procedures may be amended by a vote of two—thirds
(2/3) of the partners voting at any regularly scheduled or called
meeting of the partnership. Notice of the intended change or amendment
shall be given in writing not less than ten days before such meeting
to each of the partners.


Officers:

Annually at July meeting partners shall be elected by a majority vote of one
vote each to the following positions and duties:

President — Duties are to preside over meetings, notify members of
meetings and other activities, and see that resolutions passed by the
partnership are carried out.

Vice President — Duties are to take the place of the President when
absent or incapacitated. Shall assign partners to report on securities
for Club meetings. Shall keep records of the actions authorized by
the partners.

Treasurer - Duties are to keep a record of the Club's receipts and
disbursements and members' interests in the Club. Will place the buy
and sell orders authorized by the partners with the Club's broker, and
prepare the Club's monthly Liquidating Value Statement, not more than
ten days prior to each monthly meeting.

Deposits:

Each partner shall deposit with the Treasurer, on or before each
scheduled monthly meeting, the sum of Twenty—Five Dollars
($25.00). Additional deposits may be made in units of Ten Dollars
($10.00) or multiples thereof, but may not be made if said deposit
puts the partner's proportionate share in excess of twenty-five
percent (25%) of the capital account of all partners.



Meetings:

The Club shall hold a meeting on the fourth Wednesday of every month at
the home of one of the partners. Location of the meeting shall rotate
between selected partners' homes every six months. Notice of each
meeting shall be given by the President at least one week before the
meeting.



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Selection of Investments:

The Vice President shall appoint at least one partner at each meeting
to prepare a report on a security for presentation to the membership
at the following meeting. The appointed member(s) shall be responsible
for selecting a security, with the advice of the Vice President.

Decisions to buy or sell securities are to be made by a vote, with the
partners holding the majority of the capital accounts prevailing. If
insufficient partners are present at a meeting to make up a majority
of the capital accounts, no buy or sell decisions may be taken.

It is the intent of the partnership that selection of investments be
made in a humane and ecologically sensitive framework.


Monitoring Investments:

When a decision is made to purchase an investment, the President shall
appoint a partner as the monitor of that investment. The Monitor shall
be responsible for gathering recent information on a security and
preparing updated financial analyses as necessary, presenting them to
the members at the most appropriate meeting, as arranged with the
President.

At the time o purchase, an action price is established at
approximately 25% below purchase price or other figure agreed upon by
the membership.  If the action price is reached the membership has two
meetings to decide whether to buy more of the stock or to sell their
existing holdings.  One of these actions must be taken by the second
meeting. if the price stays at or below the action price.

If the action price is reached, the membership has two
meetings to decide ether to buy more of the stock or to sell their existing
holdings. One of these actions must be taken by the second meeting, if the price
stays at or below the action price.

A sell price (usually the bottom of the sell range) is established for each
security, and the Treasurer is authorized to sell when that price is reached,
without further deliberations of the membership.

Attendance:

Each member is expected to attend all regular meetings and may be
subject to termination for missing two or more meetings without a
confide excuse, i.e., illness or out of town.

Withdrawal Charge:

Upon the withdrawal of a partner, a charge of 4% of the withdrawing
partner's capital account will be made as a withdrawing charge. No individual
partial withdrawals will be permitted.

Guests:

Partners may invite guests to any meeting of the Club. When
consideration is given to adding partners to the Club as specified in
the Partnership Agreement, anyone considered must have been a guest at
one prior meeting at least.