to enter into a binding agreement (the Agreement) with ("") which would give the Company the rights to supply with (the ""),

to initially enter into a short-term joint venture to supply, and use marketing to market, the at locations for a period beginning shortly after the execution of this Agreement and ending on (the "Test Period") as a test (the "") to determine whether the sells well enough during the Test Period to provide business justification for to elect to continue the joint venture with respect to the following the expiration of the Test Period,

to continue to supply and market the to and/or other retail outlets or through other channels of distribution beyond the expiration of the Test Period if decides, in its sole discretion, that the Company should do so, and

to engage in any and all activities related or incident to the purposes described in (a) through (c) of this Section 1.5.

"Accounting Period" means the following fiscal periods: the initial Accounting Period commenced on the date on which the Certificate of Formation was filed with the Secretary of State. Each subsequent Accounting Period shall commence immediately after the close of the preceding Accounting Period. Each Accounting Period shall close at the earlier of the close of business on the last day of a Fiscal Year of the Company or on the date of the Company's dissolution. In addition, the Manager may, in its sole discretion, close the applicable Accounting Period of the Company upon: (1) the acceptance of a Capital Contribution from a new or existing Member, other than a Capital Contribution which is pro rata among all existing Members; or (2) the effective date of the withdrawal of a Member.

"Act" has the meaning set forth in Section 1.1. hereof.

"Adjusted Capital Account" means, with respect to any Member, the balance, if any, in such Member's Capital Account as of the end of the relevant Accounting Period.

"Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant Accounting Period.

"Affiliate" shall mean with respect to any Person, any other Person controlling, controlled by or under common control with such specified persons. The term "control", with respect to any Person, means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or a general partnership interest or limited liability company interest, by contract or otherwise.

"Agreement" means this operating agreement, as it may be amended and/or restated from time to time.

"Capital Account" means, with respect to any Member, the Member's Capital Contribution, increased or decreased as provided in this Agreement.

"Capital Account Balance" of any Member shall mean the balance in that Member's Capital Account at the time of determination, whether positive or negative, as determined in accordance with the terms of this Agreement.

"Capital Contribution" means, with respect to any Member, the amount of money and the initial Gross Asset Value of any property other than money contributed to the Company by that Member.

"Capital Transaction" means any sale or other disposition of all or a portion of the Property in a single transaction or in a series of related transactions, other than a sale or disposition in the ordinary course of the Company's business.

"Code" means the , as amended from time to time. A reference to a specific section of the Code refers not only to that specific section but any corresponding provisions of any tax statute enacted after the date of this Agreement, as such specific section or corresponding provisions are in effect on the date of application of this Agreement containing such reference.

"Company" means , LLC, a limited liability company.

"Depreciation" means, for each Accounting Period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis.

"Distributable Cash" means, with respect to any fiscal period, the excess of all cash receipts of the Company from any source whatsoever, including normal operations, sales of assets, proceeds of borrowings, Capital Contributions of the Members, proceeds from a Capital Transaction, and any and all other sources over the sum of the following amounts:

"Fiscal Year" means the calendar year; but, upon the organization of the Company, Fiscal Year means the period from the first day of the term of the Company to the next following December 31, and upon dissolution of the Company, shall mean the period from the end of the last preceding Fiscal Year to the date of such dissolution.

"Footwear" has the meaning set forth in Section 1.5. hereof.

"Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

"Initial Loan" has the meaning set forth in Section 3.1(b)(2) hereof.

"Initial Loan" has the meaning set forth in Section 3.1(b)(1) hereof.

"Manager" means and any other Person or Persons hereafter designated as a Manager pursuant to the Act or the terms of this Agreement.

"Member Loan" has the meaning set forth in Section 3.2(a) hereof.

"Members" means , , , and any other Person or Persons hereafter admitted to the Company as a Member as provided in this Agreement, but does not include any Person who has ceased to be a Member of the Company. The Members of the Company are listed on Schedule A attached hereto, and the Company shall keep a current list of all Members and their Capital Contributions.

"Member Nonrecourse Debt Minimum Gain" means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability.

"Membership Interest" shall mean the interest of a Member in the Company, including without limitation, rights to distributions (liquidating or otherwise), allocations, information and voting rights. The initial percentage Membership Interests of the Members in the Company are set forth on Schedule A attached hereto.

"Person" means an individual, corporation, association, partnership, joint venture, limited liability company, estate, trust, or any other legal entity.

"Property" shall mean, at any time, all property, whether real or personal, interests, assets or rights owned or held by or on behalf of the Company at such time.

"Regulations" means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

"Reserve" or "Reserves" means amounts set aside and deemed sufficient by the Manager, as of the date of determination, for working capital and to pay taxes, insurance, debt service, or other costs and expenses, incident to the operation of the Company, and for advancing the purposes of the Company set forth in Section 1.5. hereof.

"Test Period" has the meaning set forth in Section 1.5. hereof.

"Transfer" shall mean, any disposition (including, without limitation, gifts, sales, assignments, pledges, encumbrances, bequests, and all other inter vivos or testamentary dispositions) whether voluntary, involuntary or whether pursuant to court order or by operation of law.

The Members shall, promptly after the execution of this Agreement, make the initial Capital Contributions set forth on Schedule A attached hereto to the Company in exchange for their Membership Interests.

During the Test Period:

To each such account there shall be credited:

From each such account there shall be debited:

If ownership of any Membership Interest in the Company is assigned in accordance with the terms of this Agreement, the assignee shall succeed to the Capital Account of the assignor to the extent it relates to the assigned Membership Interest.

first, to and , the amount required to provide them with the outstanding principal balance of the Initial Loan and the Initial Loan, respectively;

second, to each Member who has made a Member Loan, the amount required to provide such Member with any current and accumulated interest on his or its Member Loan;

third, to each Member who has made a Member Loan, the amount required to provide such Member with the outstanding principal balance of his or its Member Loan; and

thereafter, to the Members pro rata in accordance with their Membership Interests.

to each Member who has made a Member Loan, the amount, if any, required to provide such Member with any current and accumulated interest on his or its Member Loan, pro rata in accordance with the respective amounts of current and accumulated interest of all Member Loans;

to each Member who has made a Member Loan, the amount, if any, required to provide such Member with the outstanding principal balance of his or its Member Loan, pro rata in accordance with the respective amounts of the outstanding principal balances of all Member Loans;

to all Members with positive Adjusted Capital Account Balances in proportion to, and to the extent of, such positive balances; and

thereafter, to the Members pro rata in accordance with their Membership Interests.

Notwithstanding the foregoing provisions of this Section 4.3, prior to making the distributions provided for in subsections (b), (c), (d) and (e) of this Section 4.3, the Company shall, to the extent available, distribute the Tax Distribution Amount (as defined in Section 4.5 hereof) to the Members.

Subject to the special allocations set forth in Section 9 hereof, the Profits of the Company shall be determined each year in accordance with the accounting methods followed for federal income tax purposes and allocated as follows:

Subject to the special allocations set forth in Section 9 hereof, the Losses of the Company shall be determined each year in accordance with the accounting methods followed for federal income tax purposes and allocated as follows:

arrange for the collection and deposit of all cash receipts of the Company;

establish, maintain, and draw upon checking and other accounts in the name of the Company, in such bank or banks as the Manager may, from time to time, select;

execute notifications, statements, reports, returns and other filings that are necessary or desirable to be filed with any state or federal securities commission;

except as provided in Section 7.3 hereof, make any tax elections available to the Company under the Code or the Regulations thereunder, to designate a tax matters partner of the Company, and to execute, acknowledge and deliver any and all instruments desirable to effectuate the foregoing;

employ accountants, attorneys, consultants and other persons, firms, corporations or entities on such terms and for such compensation as it shall determine;

arrange for the payment of all liabilities of the Company;

arrange for the timely filing of all federal and state tax returns of the Company;

borrow money on behalf of the Company on such terms as the Manager may determine, provided, however, that, during the Test Period, any such borrowing in excess of shall be a Major Decision pursuant to Section 5.2(a)(4) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a);

hypothecate, encumber, and/or grant security interests in assets of the Company, provided, however, that, during the Test Period, any such hypothecation, encumbrance, and/or grant of security interests in assets of the Company having a fair market value in excess of shall be a Major Decision pursuant to Section 5.2 hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2; and

make, enter into, deliver and perform all contracts, agreements or undertakings, pay all costs and expenses and perform all acts deemed appropriate by the Manager to carry out the Company’s purposes.

change the nature of the Company’s business or enter into a new line of business;

engage in any transactions with a Member, any Affiliate of a Member, or any family member of a Member or family member of an owner of a Member or its Affiliates;

sell or dispose of all or substantially all of the Company’s assets other than on an arms-length basis;

during the Test Period, borrow money on behalf of the Company in excess of ten thousand dollars ;

during the Test Period, hypothecate, encumber, and/or grant security interests in assets of the Company having a fair market value in excess of .

No Member, Manager or Affiliate of such Persons (a “Covered Person”) shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports, or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Profits, Losses or Distributable Cash or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, a Covered Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

Unless otherwise expressly provided herein, (1) whenever a conflict of interest exists or arises between Covered Persons, or (2) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or act in any manner that is, or provides terms that are, fair and reasonable to the Company or any Member, the Covered Person shall resolve such conflicts of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his, her or its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

Whenever in this Agreement a Covered Person is permitted or required to make a decision (1) in his, her or its “discretion” or under a grant of similar authority or latitude, the Covered Person shall be entitled to consider such interests and factors as he or it desires, including his or its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Persons, or (2) in his or its “good faith” or under another express standard, the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions, PROVIDED, HOWEVER, that any indemnity under this Section 5.6(a) shall be provided out of and to the extent of Company assets only, and no Member shall have any personal liability on account thereof.

To the fullest extent permitted by applicable law, reasonable expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 5.6(a) hereof.

The Company may, but is not required to, purchase and maintain insurance, to the extent and in such amounts as the Manager shall deem reasonable, on behalf of Covered Persons and such other Persons as the Manager shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power or obligation to indemnify such Person against such liability under the provisions of this Agreement. The Company may enter into indemnity contracts with Covered Persons and such other Persons as the Manager shall determine and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 5.6(b) hereof and containing such other procedures regarding indemnification as are appropriate.

Except as specifically provided in this Agreement, no Member shall Transfer, directly or indirectly, all or any portion of his or its Membership Interest in the Company.

Subject to Section 6.3 hereof, a Member may Transfer all or any portion of his or its Membership Interest in the Company to any transferee with the prior written consent of the Manager, which may be granted or withheld in its sole and absolute discretion.

If, following the expiration of the Test Period, the Company authorizes the issuance or sale of any equity in the Company to any Person (including any Member) (the "Offeree"), the Company shall first offer to sell to each Member a pro-rata portion (based on the Membership Interest held by such Member at such time) of such equity. The Members shall be entitled to purchase such equity at the same price as such equity is to be offered to the Offeree. The Members will take all necessary or desirable actions in connection with the consummation of the purchase transactions contemplated by this Section 6.2(a) as requested by the Company, including the execution of all agreements, documents and instruments in connection therewith in the form presented by the Company, and so long as such agreements, documents and instruments do not require such Members to make more burdensome representations, warranties, covenants or indemnities than those required of the Offeree in the agreements, documents or instruments in connection with such transaction. If any Member elects not to purchase any such equity, or not to purchase all of such Member’s pro-rata portion, each other Member who has elected to purchase all of such Member’s pro-rata portion (a "Fully Participating Member") shall be entitled to purchase an additional portion of such equity. If more than one Fully Participating Member desires to purchase such equity in excess of the portion allocated to such Member pursuant to the first sentence of this Section 6.2(a), then each such Fully Participating Member shall be entitled to purchase up to all of such available equity. If there is an oversubscription in respect of such remaining equity, the oversubscribed amount shall be fully allocated among the Fully Participating Members pro rata based on such Fully Participating Members’ percentage Membership Interest. Notwithstanding the foregoing or anything contained to the contrary herein, no Member shall be entitled to purchase equity pursuant to this Section 6.2(a) in the event such Member is in breach of, or has not complied with all of such Member’s obligations under this Agreement or other agreements to which such Member and the Company are a party.

In order to exercise its purchase rights hereunder, a Member must, within 0 days after receipt of written notice from the Company describing the equity being offered, the purchase price thereof, the payment terms and such Member’s percentage allotment, deliver a written notice to the Company describing its election hereunder (which election shall be absolute and unconditional). The 0 days time frame described herein shall apply both in the case of an initial written notice from the Company to the Members with respect to an offering of equity and in the case of any subsequent written notice from the Company to the Fully Participating Members with respect to an additional portion of such equity available for purchase as a result of another Member electing not to purchase all of its pro-rata portion.

Upon the expiration of the offering period described above, the Company shall be entitled to sell such equity to the Offeree which the Members have not elected to purchase during the 0 days following such expiration at no less than the purchase price stated in the notice provided under Section 6.2(b) hereunder. Any equity proposed to be offered or sold by the Company to the Offeree after such 0 days period, or at a price not complying with the immediate preceding sentence, must be reoffered to the Members pursuant to the terms of this Section 6.2 prior to any sale to the Offeree.

The Membership Interest with respect to which the transferee is admitted was acquired either in exchange for a Capital Contribution pursuant to Section 3.1 or 3.2(a) or by means of a Transfer permitted under subsection 6.1 hereof;

The transferee executes such documents and instruments as the Company may reasonably request as necessary or appropriate to confirm such transferee as a Member in the Company and such transferee’s agreement to be bound by the terms and conditions hereof;

The transferee furnishes copies of all instruments effecting the Transfer and such other certificates, instruments and documents as the Company may require;

At the request of the Manager, the transferee provides the Company with an opinion of counsel stating:

The transferee provides the Manager with a fully-executed and acknowledged written instrument of Transfer setting forth the intention of the transferor that the transferee become a Member in his or its place and stead;

The transferee and the transferor execute and acknowledge such other instruments as the Manager may deem necessary or desirable to effect such admission, including the written acceptance and adoption by the transferee of the provisions of this Agreement (including the power of attorney contained in Section 10.9 hereof) and the assumption by the transferee of all obligations of the transferor under this Agreement; and

The transferee has paid all reasonable expenses incurred by the Company (including any legal and accounting fees) in connection with such Transfer, including, but not limited to, the cost of the preparation, filing and publishing of any amendment to the Company’s certificate of formation or any other amendments or filings.

Upon a dissolution of the Company requiring the winding-up of its affairs, the Manager shall wind up its affairs. The assets of the Company shall be sold within a reasonable period of time to the extent necessary to pay or provide for the payment of all debts and liabilities of the Company, and may be sold to the extent deemed practicable and prudent by the Manager.

The net assets of the Company remaining after satisfaction of all such debts and liabilities and the creation of any reserves under subsection 8.2(d), shall be distributed to the Members in accordance with their positive Capital Account Balances as of the date of such distribution, after giving effect to all contributions, distributions and allocations for all periods, including the period during which such liquidation occurs. Any property distributed in kind in the liquidation shall be valued at fair market value.

Distributions to Members pursuant to this Section 8 shall be made by the later of (i) the end of the taxable year of the liquidation, or (ii) after the date of such liquidation in accordance with the Regulations.

The Manager may withhold from distribution under this Section 8.2 such reserves which are required by applicable law and such other reserves for subsequent computation adjustments and for contingencies, including contingent liabilities relating to pending or anticipated litigation or to Internal Revenue Service examinations. Any amount held as a reserve shall reduce the amount payable under this Section 8.2 and shall be held in a segregated interest-bearing account (which may be commingled with similar accounts). The unused portion of any reserve shall be distributed with interest thereon pursuant to this Section 8.2 after the Manager shall have determined that the need therefore shall have ceased.

Section and subsection headings are not to be considered part of this Agreement, are included solely for convenience of reference and are not intended to be full or accurate descriptions of the contents thereof.

Use of the terms “herein”, “hereunder”, “hereof” and like terms shall be deemed to refer to this entire Agreement and not merely to the particular provision in which the term is contained, unless the context clearly indicates otherwise. Use of the word “including” or a like term shall be construed to mean “including but not limited to”.

Exhibits and schedules to this Agreement are an integral part of this Agreement.

Words importing a particular gender shall include every other gender and words importing the singular shall include the plural and vice-versa, unless the context clearly indicates otherwise.

Any reference to a provision of the Code, Regulations or the Act shall be construed to be a reference to any successor provision thereof.