OPERATING AGREEMENT
OF
_____________________, LLC
(a South Dakota limited liability company)

            THIS OPERATING AGREEMENT (this “Agreement”) has been made and entered into as of the Effective Date by and between Apple Springs Management Company, a South Dakota corporation (“AS Management Company”), as Manager, and the Boulder Canyon Country Club, a South Dakota non-profit corporation (“BCCC”), and AS Management Company, as Members.  Apple Springs, Inc., a South Dakota corporation, has executed this Agreement as to the covenant contained in paragraph 4 on Exhibit E attached hereto only.

1. ARTICLE 1

FORMATION; NAME; PURPOSE;
DEFINITIONS

            1.1       Formation  Pursuant to the South Dakota Limited Liability Company Act, SDCL Chapter 47-34A (the “Act”), the parties have formed a South Dakota manager-managed limited liability company effective upon the filing of the Articles of Organization of this Company with the South Dakota Secretary of State.  Unless the Act expressly provides that it supersedes any provision contained in this Agreement, the terms and conditions of this Agreement shall apply unless expressly amended in writing by the Members as described in Section 13.5.  The parties shall immediately, and from time to time hereafter, as may be required by law, execute all amendments of the Articles of Organization, and do all filing, recording and other acts as may be appropriate to comply with the operation of the Company under the Act.
            1.2       Intent  It is the intent of the LLC Members that the Company shall always be operated in a manner consistent with its treatment as a “partnership” for federal and state income tax purposes.  It also is the intent of the LLC Members that the Company not be operated or treated as a “partnership” for purposes of Federal Bankruptcy Code Section 303.  No LLC Member shall take any action inconsistent with the express intent of the parties hereto.
            1.3       Name  The name of this Company shall be:
                                                     _____________________, LLC
            1.4       Place of Business.  The principal place of business of the Company shall be
                  (ADDRESS NEW CLUBHOUSE)         or such other place as the LLC Members shall determine from time to time.
            1.5       Purpose  The Company has been formed to manage and operate a country club (“Country Club”), golf course and related facilities known as the Boulder Canyon Country Club, located in Boulder Canyon, Lawrence County, near Sturgis, South Dakota, pursuant to the terms of a development agreement, dated                            , 2008 (the “Development Agreement”), by and between BCCC and Apple Springs, Inc.
            Under the terms of the Development Agreement, the existing Boulder Canyon Country Club golf course will be developed into an eighteen (18) hole golf course (the “Golf Course”), and a separate two (2) story multi-purpose building (the “Clubhouse/Office Building”), which includes a separate golf cart parking structure, has been developed and constructed by Apple Springs, Inc., as a condominium project (such condominium project, the “Clubhouse/Office Building Condominium Project”). In connection with the Development Agreement, Apple Springs, Inc., has conveyed to BCCC a separate condominium unit, which is a part of the Clubhouse/Office Building Condominium Project, for use as a Golf Course clubhouse (“Clubhouse”), pro shop (“Pro Shop”) and for golf cart parking. As a part of the Development Agreement, Apple Springs, Inc., has also modified holes one (1), eight (8) and nine (9) of the existing Boulder Canyon Country Club golf course.
            During the term of this Agreement, the Company shall have the exclusive right to manage and operate all Business Activities involving the Country Club, the Golf Course, the Clubhouse, the Pro Shop and golf cart storage.  The Business Activities shall be operated by the Company as the “Boulder Canyon Country Club” and/or the “Boulder Canyon Golf Course,” or any derivative thereof, or such other business name(s) as all of the LLC Members agree upon, and shall be marketed and promoted in connection with the “Apple Springs” residential community and resort located adjacent to the Boulder Canyon Country Club.
            1.6       Term  Articles of Organization for the Company were filed with the South Dakota Secretary of State on                                     , 200___. The existence of the Company shall be perpetual unless terminated by the LLC Members or as otherwise provided under the provisions of Article 10.
            1.7       LLC Members  The name and address of each of the LLC Members of this Company are as set forth in Exhibit A attached hereto as updated from time to time.
            1.8       Registered Agent for Service of Process  The name and business address of the initial registered agent for service of process for the Company is (Registered Agent determined by BCCC), or such other individual as BCCC shall appoint from time to time. BCCC shall be obligated to ensure that any acting registered agent for the Company timely notifies the Manager of all notices received or lawsuits served upon the registered agent.
            1.9       Definitions  Whenever used in this Agreement, the following terms shall have the following meanings:
                        (a)        “Act” means the South Dakota Limited Liability Company Act, SDCL
            Chapter 47-34A, as amended from time to time, and all successor legislation thereto.
                        (b)        “Additional LLC Member” means any Person who is admitted to the Company as an Additional LLC Member pursuant to Article 9.
                        (c)        “Agreement” means this written Operating Agreement.  No other document or oral agreement among the LLC Members shall be treated as part of or superseding this Agreement unless it is reduced to writing and it has been signed by all of the LLC Members.
                        (d)        “Annual Capital Improvement Account Addition” means the sum of Twenty-Five Thousand Dollars ($25,000.00) for each Fiscal Year occurring during the term of this Agreement commencing with the Fiscal Year ending  (INSERT FIRST FULL YEAR AFTER INITIAL FISCAL YEAR)      subject to increase by the sum of Seven Hundred Fifty Dollars ($750.00) for each Fiscal Year commencing with the Fiscal Year ending     (NEXT FISCAL YEAR)     . Each Annual Capital Improvement Account Addition shall be deposited in the Capital Improvement Account and shall be invested and disbursed by the Manager for Capital Improvement Projects.
                        Any profits realized by BCCC from liquor and alcoholic beverage sales managed by the Company during the term of this Agreement, less applicable income tax imposed thereon, shall reduce the amount of the Annual Capital Improvement Account Addition required to be made under the terms of this Agreement. All such net liquor and alcoholic beverage sale profits realized by BCCC shall be required to be contributed by BCCC to the Company for disbursement as a part of the Capital Improvement Account.
                        Notwithstanding the provisions of this Section 1.9(d), all expenditures made by AS Management Company for Capital Improvement Projects prior to the Effective Date of this Agreement shall be credited against the obligation of the Company to fund the Annual Capital Improvement Account Addition (all such expenditures hereinafter “Pre-Effective Date Capital Improvement Expenditures”). Expenditures required to be made by Apple Springs, Inc., pursuant to the terms of the Development Agreement, however, shall not be treated as Pre-Effective Date Capital Improvement Expenditures. All  Pre-Effective Date Capital Improvement Expenditures shall be treated as Additional Capital Contributions made by AS Management Company, and shall be credited against the obligation of the Company to fund the Annual Capital Improvement Account Addition each Fiscal Year until fully offset.
                        Subject to the provisions of this Agreement, AS Management Company shall unconditionally guarantee any shortfall in an Annual Capital Improvement Account Addition to the extent that the Profit of the Company for a Fiscal Year shall be insufficient to fully fund an Annual Capital Improvement Account Addition. Notwithstanding the preceding sentence, this obligation shall immediately cease, and shall be fully and completely released and extinguished, without any further liability, if AS Management Company is removed as the Manager of the Company upon the affirmative vote of  a majority of the Country Club Membership in accordance with the provisions of Section 3.2.
                        Any payment by AS Management Company of a shortfall in an Annual Capital Improvement Account Addition shall be treated as an Additional Capital Contribution by AS Management Company.
                        (e)        “Annual Debt Service Obligation” means all payments of principal and interest of the Assumed BCCC Indebtedness, which are due and payable during a Fiscal Year.
                        Subject to the provisions of this Agreement, AS Management Company shall unconditionally guarantee any shortfall in the Annual Debt Service Obligation to the extent the Profit of the Company for a Fiscal Year shall be insufficient to fully discharge the Annual Debt Service Obligation. Notwithstanding the preceding sentence, this obligation shall immediately cease, and shall be fully and completely released and extinguished, without any further liability, if AS Management Company is removed as the Manager of the Company upon the affirmative vote of a majority of the Country Club Membership in accordance with the provisions of Section 3.2.
                        Any payment by AS Management Company of a shortfall in the Annual Debt Service Obligation shall be treated as an Additional Capital Contribution by AS Management Company.
                        (f)         “Article” means an Article under this Agreement.
                        (g)        “Assignee” means the Transferee of an LLC Member’s Interest. An Assignee shall have no voting rights with respect to an LLC Member’s transferred Interest and shall not be an LLC Member of the Company unless admitted as a Substituted LLC Member with the approval of all LLC Members. An Assignee shall hold only an economic interest in the Company and shall be entitled only to an allocation of Profit and Loss and distributions with respect to the Interest held by the Assignee. An Assignee shall have no right to: (i) vote or otherwise participate in Company matters, (ii) exercise any rights of an LLC Member, (iii) receive any notices to be provided to the LLC Members under this Agreement or the Act, (iv) obtain any information, including financial accounting information, from the Company, or (v) inspect the books and records of the Company.
                        (h)        “Assumed BCCC Indebtedness” means the unpaid principal balance, together with all accrued interest due thereon, of the indebtedness of BCCC assumed by the Company on the Effective Date of this Agreement, which indebtedness is more particularly described on Exhibit B attached hereto.
                        At any time while AS Management Company is acting as the Manager of the Company, AS Management Company shall be permitted to refinance, or modify the terms of, the Assumed BCCC Indebtedness, with the prior consent of the LLC Members, which shall not be unreasonably withheld; provided, that (i) the terms of such refinanced or modified indebtedness are more favorable to the Company than the terms of the Assumed BCCC Indebtedness and (ii) the original principal balance of any new loan does not exceed the unpaid principal and interest balance of the Assumed BCCC Indebtedness. Provided any refinanced or modified indebtedness satisfies these requirements and has been approved by the LLC Members, BCCC and the Company shall execute and deliver all paperwork, agreements, documents and instruments necessary or required for such purpose.
                        (i)         “Business Activities” mean each and every for profit enterprise and activity
            associated with, related to, or conducted in connection with, the operation of the Country Club, the Golf Course, the Clubhouse, the Pro Shop and golf cart storage, including, without limitation, concessions, conventions, food service, management of liquor and alcoholic beverages sales for BCCC, retail clothing, equipment, souvenirs and related items,   golf green fees, golf tournament banquets and events scheduling, and membership fees and rights including issuing memberships (except as limited by the Development Agreement), setting and scheduling tee times and fees, tournaments and events, and all marketing, advertising and promotion related thereto.                            
                        (j)         “Capital Account” means the account established and maintained for each          LLC Member in accordance with this Agreement, the Code and the Regulations.  The rights
            of the LLC Members to distributions shall not be governed by their respective Capital
            Account balances.
                        (k)        “Capital Contribution” means any contribution to the capital of the Company in cash, property, or services by an LLC Member whenever made.  “Initial Capital Contribution” shall mean the initial contributions to the capital of the Company made pursuant to Section 2.2. The amount of each LLC Member’s Initial Capital Contribution is set forth in Exhibit C.   “Additional Capital Contributions” shall mean the contributions, if any, to the capital of the Company made pursuant to Section 2.3.
                        (l)         “Capital Improvement Account” means the bank account or other investment account into which Annual Capital Improvement Account Additions shall be deposited and expended for Capital Improvement Projects. The obligation of the Company to fund the Capital Improvement Account shall not exceed the Required Capital Improvements Account Threshold. The Capital Improvement Account shall be invested and disbursed as determined from time to time by the Manager for Capital Improvement Projects.
                        (m)       “Capital Improvement Projects” mean the Capital Improvement Projects described on Exhibit D attached hereto and any other Capital Improvement Projects mutually agreed upon by the LLC Members.
                        The Manager may undertake and expend the Capital Improvement Account for any Capital Improvement Project described on Exhibit D without the prior consent of the LLC Members.
                        AS Management Company may undertake any Capital Improvement Project described on Exhibit D prior to the Effective Date of this Agreement without the prior consent of BCCC, and may treat all expenditures incurred therefore as Pre-Effective Date Capital Improvement Expenditures.
                        (n)        “Code” means the Internal Revenue Code of 1986, as amended from time to time, and all successor legislation thereto.
                        (o)        “Company” means                                            , LLC.
                        (p)        “Country Club Membership” means the voting members of BCCC. Each member holding a Grandfathered Membership, and each new member issued a Golf Course and Country Club membership by the Company following the Effective Date, shall be a voting member of BCCC, and shall constitute the Country Club Membership for purposes of this Agreement.
                        (q)        “Effective Date” means the “LLC Management Effective Date” defined in the Development Agreement.
                        (r)        “Fiscal Year”  means the Fiscal Year of the Company, which shall begin on the first day of January and end on the last day of December each year, except that the initial Fiscal Year of the Company shall begin on the Effective Date.
                        (s)        “Interest”  means the economic rights of an LLC Member or Assignee of an LLC Member pursuant to this Agreement.
                        (t)         “Interim Distributions” means distributions of cash and property to the LLC Members during the term of this Agreement pursuant to Section 7.3 other than distributions to the LLC Members upon the liquidation and dissolution of the Company.
                        (u)        “LLC Member” means each of the parties who executes a counterpart of this Agreement as an LLC Member and each of the parties who may hereafter become Additional LLC Members or Substituted LLC Members.
                        (v)        “Major Decision” means any decision described on Exhibit F, which shall require the prior approval of all LLC Members.  Any Major Decision requiring the prior unanimous consent of all LLC Members shall be in addition to any action or decision, which requires the prior approval of all LLC Members under the terms of this Agreement.
                        (w)       “Majority-In-Interest” means LLC Members owning fifty-one percent (51%) or more of the Percentage Interests.
                        (x)        “Manager”  means the Person described as a Manager in Section 3.1 or any other Person that becomes a Manager pursuant to this Agreement. AS Management Company shall be the initial Manager of the Company.
                        (y)        “Method of Accounting” means the methods of accounting described in Section 7.5.
                        (z)        “Negative Capital Account Balance” means a Capital Account with a balance less than zero.
                        (aa)      “Operational Loss” means a Loss incurred by the Company for a Fiscal Year, without regard to non-cash expenses, such as depreciation and amortization.
                        Subject to the provisions of this Agreement, AS Management Company shall unconditionally guaranty any Operational Loss incurred by the Company for a Fiscal Year, and shall contribute monies to the Company in the form of an Additional Capital Contribution to the extent of any Operational Loss incurred by the Company.
                        (bb)      “Organization Expenses” means those expenses incurred in connection with the formation of the Company.
                        (cc)      “Percentage Interest” of an LLC Member means the applicable Percentage Interest set forth on Exhibit A.
                        (dd)      “Person” means any individual and any legal entity, and his, her, or its respective heirs, devisees, personal representatives, administrators, legal representatives, successors, and assigns.
                        (ee)      “Profit” and “Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with Code Section 703(a), with the following adjustments:
                        (i)         all items of income, gain, loss, deduction, or credit required to be
            stated separately pursuant to Code Section 703(a)(1) shall be included in
            computing taxable income or loss;
                        (ii)        any tax-exempt income of the Company, not otherwise taken into
            account in computing Profit or Loss, shall be included in computing taxable
            income or loss;
                        (iii)       any expenditures of the Company described in Code Section
            705(a)(2)(B) (or treated as such pursuant to Regulation Section 1.704-
            1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profit or Loss,
                        shall be subtracted from taxable income or loss;
                        (iv)       gain or loss resulting from any taxable disposition of the Company                                  property shall be computed by reference to the adjusted book value      property
                        disposed of, notwithstanding the fact that the adjusted book value differs from the
adjusted basis of the property for federal income tax purposes; and
                        (v)        in lieu of the depreciation, amortization or cost recovery
            deductions allowable in computing taxable income or loss, there shall be taken
            into account the depreciation computed based upon the adjusted book value of the
            asset.
                        (ff)        “Required Capital Improvements Account Threshold” means the sum of: (i) Two Hundred Fifty Thousand Dollars ($250,000.00) increased by (ii) Seventy-Five Hundred Dollars ($7,500.00) for each Fiscal Year occurring during the term of this Agreement commencing with the Fiscal Year ending     (INSERT FIRST FULL FISCAL YEAR AFTER INITIAL FISCAL YEAR)      . The Required Capital Improvement Account Threshold shall not be affected by disbursements from the Capital Improvements Account for Capital Improvement Projects; nor shall the Required Capital Improvement Account Threshold be adjusted for any increase or decrease in the value of the Capital Improvement Account from investment gain or loss. At all times during the term of this Agreement, the obligation of the Company to fund the Capital Improvement Account with an Annual Capital Improvement Account Addition each Fiscal Year shall be determined solely on the basis of whether or not the total of all prior Fiscal Year Annual Capital Improvement Account Additions are either greater than or lesser than the Required Capital Improvement Account Threshold. If the total of all prior Fiscal Year Annual Capital Improvement Account Additions (taking into account Pre-Effective Date Capital Improvement Expenditures) is equal to or greater than the Required Capital Improvements Account Threshold, then no Annual Capital Improvement Account Addition shall be required to be made for a Fiscal Year. If the total of all prior Fiscal Year Annual Capital Improvement Account Additions (taking into account Pre-Effective Date Capital Improvement Expenditures) is less than the Required Capital Improvements Account Threshold, then an Annual Capital Improvement Account Addition shall be required to be made for a Fiscal Year not to exceed the Required Capital Improvement Account Threshold. 
                        (gg)      “Reserves” mean, with respect to any Fiscal Year, funds set aside or amounts allocated during such period to Reserves which shall be maintained in amounts deemed sufficient by the Manager, in the Manager’s sole discretion, for: (i) working capital, (ii) to pay costs and expenses incident to the operation of the Company’s Business Activities, and/or (iii) to discharge principal and interest payments on indebtedness of the Company.
                        (hh)      “Section,” without reference to another instrument or body of law, means a Section under this Agreement.
                        (ii)        “Substituted LLC Member” means an Assignee, who becomes an LLC Member of the Company upon the affirmative written consent of all LLC Members.
                        (jj)        “Tax Distribution” means the distribution made to the LLC Members to permit them to discharge their obligation to pay federal income tax on their respective shares of the Profit of the Company multiplied by the highest marginal tax rate imposed on corporations under Code Section 11(b).
                        (kk)      “Taxable Year” means the taxable year of the Company under the Code.
(ll)        “Transfer” shall mean to sell, assign, transfer, give, donate, pledge, hypothecate, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the Company.
(mm)    “Transferee” shall mean a Person to whom a Transfer is made.
                        (nn)      “Treasury Regulation(s)” means the Regulations promulgated by the
            Department of Treasury under the Code.
                        (oo)      “Unrestricted Cash Balance” means the amount of cash and cash equivalents
            of the Company existing at the close of each Fiscal Year less the sum of: (i) Reserves established by the Manager, (ii) unpaid Tax Distributions distributable to the LLC Members, (iii) the unfunded balance of the Annual Capital Improvement Account Addition, and (iv) the non-discharged balance of the Annual Debt Service Obligation.
                                                                    ARTICLE 2

                                           CAPITAL AND COMPANY INTERESTS

            2.1       Each LLC Member’s Share.  Each LLC Member owns that share of the total Company capital in proportion to its Percentage Interest.  The rights of the LLC Members to distributions shall not be determined or based on their Capital Account balances.
            2.2       Initial Capital Contributions.  The amount of each LLC Member’s Initial Capital Contribution is set forth in Exhibit C.  Contributions to the Company shall be valued at the net fair market value of the property contributed, or as agreed by all LLC Members.
            2.3       Required Additional Capital Contributions  Except as otherwise provided in Section 1.9(d), Section 1.9(e) and Section 1.9(aa), the LLC Members of the Company shall not be required to make any Additional Capital Contributions to the Company.
            2.4       Adjustments.  Subject to the requirements of the Code and the Regulations, each LLC Member’s Capital Account for accounting and income tax reporting purposes will be adjusted whenever necessary, to reflect:
                        (a)        The amount of money or the value of property contributed by that LLC
            Member to the Company;
                        (b)        The LLC Member’s distributive share of Company Profit and Loss, including capital gains and losses;
                        (c)        The LLC Member’s contributions to the Company, subject to other provisions of this Agreement with respect to rights of other LLC Members;
                        (d)        Distributions made by the Company to the LLC Member; and
                        (e)        An LLC Member’s loans to the Company are not to be added to its Capital Account.
            2.5       Return of Contribution.  No LLC Member shall have the right to withdraw or demand the return of the LLC Member’s contributions to Company capital, once made, except as may be specifically provided in this Agreement.  Under circumstances involving a return of any Capital Contributions, no LLC Member shall have the right to receive property other than cash, except as may be specifically provided in this Agreement.
            2.6       No Interest Paid.  No LLC Member will receive any interest on its Capital Contributions or Interest.
            2.7       No Liability for Debts, Liabilities, Contracts or Other Obligations of the Company.  Except as otherwise expressly provided in this Agreement, no Manager or LLC Member shall be liable for the debts, liabilities, contracts, or any other obligations of the Company.  Except as otherwise expressly provided in this Agreement, in any other agreements, or under applicable law, no LLC Member shall have any obligation to make any Additional Capital Contribution to the Company.
            2.8       No Obligation to Restore Negative Capital Account on Liquidation and Dissolution of Company.  No LLC Member or Interest holder shall have any obligation to restore a Negative Capital Account Balance upon the liquidation and dissolution of the Company or otherwise.
ARTICLE 3

RIGHTS AND DUTIES OF MANAGER

            3.1       Management. The business and affairs of the Company shall be managed exclusively by its designated Manager, subject to such power and rights retained by the LLC Members pursuant to this Agreement. AS Management Company shall be the initial Manager of the Company. The Manager shall direct, manage, and control the Business Activities of the Company to the best of its ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things, which the Manager shall deem to be reasonably required to accomplish the business and objectives of the Company and to do all acts, deeds and undertakings necessary or expedient to further the Business Activities of the Company; provided, that the Business Activities shall be subject to the minimum operational covenants set forth on Exhibit E.  No LLC Member who is not a Manager shall have the authority to act for or bind the Company.
            Notwithstanding the preceding paragraph of this Section,  the Manager shall be required to obtain the consent of all LLC Members before undertaking any Major Decision described on Exhibit F.
            3.2       Right to Remove and Replace AS Management Company as Acting Manager. AS Management Company shall serve at the will of the Country Club Membership, and may be removed and replaced by a successor Manager upon the affirmative vote of a simple majority of the Country Club Membership. Upon the affirmative vote of a majority of the Country Club Membership to remove AS Management Company as the Manager of the Company pursuant to this Section 3.2, the Company shall be obligated to redeem the entire LLC Member Interest of AS Management Company in complete liquidation of its Interests in the Company in accordance with the provisions of Section 4.5. Any removal and replacement of AS Management Company with a successor Manager under this Section 3.2 shall be effective on the date of the closing provided in Section 4.5.
            3.3       Federal Tax Administration.  The LLC Members appoint the Manager, or such other qualifying Person as the Manager shall appoint as the Company’s “tax matters partner” within the meaning of Code Section 6231(a)(7), and to represent and act on behalf of the Company regarding any tax matter.  AS Management Company shall be the initial tax matters partner.
            3.4       Manager has No Exclusive Duty to Company.  The Manager shall not be required to manage the Company as the Manager’s sole and exclusive function.  The Manager and the Members may have other business interests and may engage in other activities in addition to those relating to the Company, whether or not competitive with business or activities of the Company, and are authorized to engage in directly competitive businesses or ventures with that of the Company.  Neither the Company nor any LLC Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of any Manager or any LLC Member or to the income or proceeds derived therefrom; nor shall any Manager or LLC Member have any fiduciary duty or obligation to disclose any business opportunity, or offer any  business opportunity or the right to participate therein, to the Company or to any LLC Member prior to pursuing such business opportunity.
            The Company and its LLC Members acknowledge and agree that AS Management Company, including Persons who act on behalf of AS Management Company, or are affiliated with AS Management Company, now have and in the future may have contractual and other obligations and duties, including fiduciary obligations and duties, to Persons and entities other than the Company and its LLC Members; and that AS Management Company is now involved, and Persons who act on behalf of Management Company, or are affiliated with AS Management Company, are involved, and may in the future be involved, in businesses and investments which may now and in the future be in competition or conflict with certain of the interests, goals and/or business purposes of the Company and its LLC Members (such obligations, duties, ownership interests, businesses and investments of the Manager and its affiliates hereinafter the “Outside Interests”).  Outside Interests may include, without limitation, Outside Interests with Persons who may also have contractual and other business relationships with the Company and may involve conflicts of interests with the Company and its LLC Members, which may arise in the ordinary course of business conducted by the Company and in the performance of the obligations of the Manager hereunder.  Accordingly, the fiduciary obligation and duty undertaken by the Manager to the Company and its LLC Members shall be understood by all parties, and interpreted, to be consistent with the Outside Interest.  Nothing contained herein shall be deemed to permit the Manager to breach, violate or fail to perform any of its contractual duties to the Company and its LLC Members imposed under this Agreement.
            3.5       Right of AS Management Company and its Affiliates to Contract on Arm’s Length Basis with the Company to Provide Goods and Services.  AS Management Company shall have the right to enter into arm’s length contractual commitments and obligations with the Company to provide goods and services to the Company; provided, that the cost of purchased goods and services shall not be greater than that charged by a third party for such goods and services. Any Persons who act on behalf of AS Management Company, or are affiliated with AS Management Company, may also enter into arm’s length contractual commitments and obligations with the Company to provide goods and services to the Company subject to the requirement imposed in the preceding sentence.
            3.6       Bank Accounts.  The Manager may from time to time open bank accounts in the name of the Company, and the Manager shall be the sole signatory thereon. All Company bank account statements shall be made available to the LLC Members for their inspection. Authorized representatives of the LLC Members shall also be provided with “review only” access to all online internet banking sites for bank accounts opened in the name of the Company.
            3.7.      Financial Statement Information. The Manager shall provide the LLC Members with copies of all monthly unaudited financial statements of the operations of the Company prepared by the Manager.
            3.8       Indemnity of the Manager.  The Manager shall be indemnified by the Company to the fullest extent permitted by South Dakota law.
            3.9       Resignation.  The Manager may resign as Manager of the Company at any time upon giving ninety (90) days prior written notice to the Members of the Company. Unless all of the LLC Members consent, such resignation shall not affect such Manager’s rights and liabilities as an LLC Member, if the Manager is an LLC Member.
            If AS Management Company resigns as Manager pursuant to this Section 3.9, the Company, upon the approval of a Majority-In-Interest of the LLC Members, shall be permitted to modify the Management Fee (defined below) in Section 3.10 to pay any third party, who acts as a successor Manager of the Company, an arm’s length Management Fee, which is not based on the cash balance of the Company.
            3.10     Management Services Fee.  In exchange for the performance of the Manager’s duties under this Agreement, the Company shall pay the Manager annually within ninety (90) days following the close of each Fiscal Year period of the Company, a management services fee (“Management Fee”) equal to the Unrestricted Cash Balance existing at the close of the Fiscal Year ended.
ARTICLE 4

RIGHTS AND OBLIGATIONS OF LLC MEMBERS

            4.1       Company Books. The Manager shall maintain and preserve at the Company’s principal place of business, during the term of the Company, all accounts, books, and other relevant Company documents, including, without limitation, a copy of the Articles of Organization initially filed with the South Dakota Secretary of State, copies of this Agreement, together with any supplements, modifications or amendments hereto, any prior Operating Agreements no longer in effect, written agreements by an LLC Member to make a Capital Contribution to the Company, copies of the Company’s federal, state, and local income tax returns and reports and copies of all financial statements.  Upon reasonable request, each LLC Member shall have the right, during ordinary business hours, to inspect and copy such Company documents at the LLC Member’s expense.
            4.2       Priority and Return of Capital.  Subject to the provisions of this Agreement, no LLC Member shall have priority over any other LLC Member, either as to a return of its Capital Contribution or as to distributions; provided, that this Section shall not apply to loans (as distinguished from Capital Contributions), which an LLC Member has made to the Company.
            4.3       Restrictions on Transfers.  Except as otherwise permitted by this Agreement, no LLC Member shall Transfer all or any portion of such LLC Member’s Interest.
4.4       LLC Member Assigning Interests.  A Transferee of an LLC Member’s Interest as an LLC Member in the Company shall remain an Assignee unless admitted as a Substituted LLC Member. An Assignee shall have no voting rights.
4.5.      Company Redemption Obligation.  If AS Management Company is removed as the Manager of the Company by the affirmative vote of a majority of the Country Club Membership in accordance with the provisions in Section 3.2, the Company shall redeem the entire LLC Member Interest of AS Management Company in complete liquidation of its Interests in the Company subject to the following:
                        (a)        The redemption of the LLC Member Interest of AS Management Company shall be characterized for federal income tax purposes as a complete liquidation of the interests of AS Management Company in the Company.
                        (b)        In exchange for the entire LLC Member interest of AS Management Company in the Company, the Company shall distribute to AS Management Company on the date of the closing the property described on Exhibit G.
                        (c)        AS Management Company shall not be entitled to receive a Management Fee for the Fiscal Year in which its entire LLC Member Interest is redeemed pursuant to this Section 4.5, except that any unpaid Management Fees owed to AS Management Company for any prior Fiscal Year shall be paid in full to AS Management Company on the date of the closing.
                        (d)        AS Management Company shall not be obligated to fund any shortfall in the Annual Capital Improvement Account Addition for the Fiscal Year in which its entire LLC Member Interest is redeemed pursuant to this Section 4.5, except that any obligation of AS Management Company to fund a shortfall in an Annual Capital Improvement Account Addition for any prior Fiscal Year shall be paid in full to the Company on the date of the closing.
                        (e)        AS Management Company shall not be obligated to fund any shortfall in the Annual Debt Service Obligation for the Fiscal Year in which its entire LLC Member Interest is redeemed pursuant to this Section 4.5, except that any obligation of AS Management Company to fund a shortfall in the Annual Debt Service Obligation for any prior Fiscal Year shall be paid in full to the Company on the date of the closing.
                        (f)         AS Management Company shall not be obligated to fund an Operational Loss incurred by the Company for the Fiscal Year in which its entire LLC Membership Interest is redeemed pursuant to this Section 4.5, except that any obligation of AS Management Company to fund an Operational Loss incurred by the Company for any prior Fiscal Year shall be paid in full to the Company on the date of the Closing.
                        (g)        On the date of the closing, the Company shall pay all unpaid sums owed to AS Management Company and its affiliates for goods and services provided to the Company.
                        (h)        Following the closing, AS Management Company and its affiliates shall have no obligation to honor any rights, privileges and amenities to utilize the facilities and premises of the Apple Springs residential community and resort located adjacent to the Boulder Canyon Country Club, which the Company has granted in connection with the Business Activities.
                        (i)         Following the closing, the operation of the Boulder Canyon Country Club shall be subject to the covenants set forth in Exhibit E.
                        (j)         The Company covenants that it shall not distribute funds from the Capital Improvement Account to discharge its obligations under this Section 4.5, or use the Capital Improvement Account as collateral for a loan to finance its obligations under this Section 4.5, but instead shall be obligated to expend the entire balance of the Capital Improvement Account existing on the date of the closing on Capital Improvement Projects as determined by BCCC within a five (5) year period following the date of the closing (such period, the “Capital Improvement Account Expenditure Period”). Within thirty (30) days following the close of each Fiscal Year occurring during the Capital Improvement Account Expenditure Period, BCCC shall provide AS Management Company with written notice detailing the expenditure of the Capital Improvement Account balance existing on the date of the closing over the Fiscal Year most recently ended.
                        (k)        The full and complete performance of all obligations of the Company under this Section 4.5 shall be unconditionally guaranteed by BCCC.
                        (l)         The Company, BCCC and AS Management Company shall execute a mutual release, which, except for a breach of the obligations contained in this Section 4.5, shall fully and completely release and discharge the parties and their affiliates from any and all injuries, claims, demands, actions, judgments, executions, damages, costs, expenses, liabilities and debts, whether in law or in equity, known or unknown, foreseen or unforeseen, which have been asserted or could have been asserted on or before the date of the closing by a party against another party or its affiliates.
                        (m)       Unless the parties otherwise agree, the closing for the transaction contemplated by this Section 4.5 shall occur within ninety (90) days after the date AS Management Company is removed as the Manager of the Company by the affirmative vote of a majority of the Country Club Membership in accordance with the provisions of Section 3.2.
            4.6       No Power to Dissociate from the Company, Except for Right to Withdrawal as an LLC Member.  No LLC Member shall have the right to dissociate from the Company in accordance with the Act, except that an LLC Member shall have the right to withdraw as an LLC Member of the Company upon providing written notice to the Manager. If an LLC Member withdraws as an LLC Member of the Company, the withdrawing LLC Member shall irrevocably forfeit all voting rights appurtenant to the LLC Member’s Interest in the Company and shall be treated as an Assignee.

ARTICLE 5

MEETINGS OF LLC MEMBERS

            Meetings of the LLC Members shall be held when determined by the Manager or upon the call of a Majority-In-Interest of the LLC Members subject to the following requirements:
            5.1.      Unless the LLC Members otherwise agree, all meetings shall be held at the Clubhouse.
            5.2.      Unless waived, all meetings may only be held upon providing not less than fifteen (15) days prior written notice to the LLC Members, which may be transmitted (i) via regular mail, (ii) via electronic e-mail, (iii) via telefacsimile, or (v) via hand delivery.
            5.3.      A quorum shall exist for an LLC Member meeting if a Majority-In-Interest of the Percentage Interests are represented at the meeting.
            5.4.      Each LLC Member shall be entitled to one (1) vote for each full one percent (1%) of their Percentage Interest held.
            5.5.      AS Management Company and BCCC shall be represented at an LLC Member meeting by the attendance of their respective board of director chairpersons or presidents, or by any other duly authorized representative.
            5.6.      Nothing shall prevent more than one (1) representative of AS Management Company and BCCC from attending any LLC Member meeting, but such attendance shall not increase the voting rights of an LLC Member.
            5.7.      A representative of either AS Management Company or BCCC shall be deemed to participate in an LLC Member meeting if he or she participates telephonically or via any other means, electronic or otherwise, which permits him or her to communicate.
ARTICLE 6
BCCC ADVISORY COMMITTEE
            At all times while AS Management Company is acting as the Manager of the Company, BCCC may appoint an advisory committee (the “Advisory Committee”) comprised of the members of the board of directors of BCCC, as constituted from time to time, to periodically meet with the Manager to provide communication to the membership of BCCC concerning any and all aspects of the Company’s business and operations, and for the Advisory Committee to communicate non-binding suggestions and input in order to assist AS Management Company in
 providing better management services to the Company and its LLC Members.  The Advisory Committee acting in such capacity, and not as the board of directors of BCCC, shall have no authority to bind BCCC; its role shall be solely advisory in nature.

1. ARTICLE 7

PROFIT; LOSS; DISTRIBUTIONS

            7.1       Percentage Interests.  The Percentage Interests of the LLC Members are reflected on Exhibit A as updated from time to time.
            7.2       Profit and Loss Allocation.  Profit and Loss of the Company shall be allocated to the LLC Members as follows:
            (a)        Profit shall be allocated to the LLC Members in proportion to each LLC Member’s Percentage Interest.
            (b)        Each LLC Member shall be allocated and share in Loss of the Company in proportion to each LLC Member’s Percentage Interest, except that one hundred percent (100%) of any Operational Loss incurred by the Company shall be allocated to and borne by AS Management Company.
            7.3       Interim Distributions.  Provided cash funds exist, the Manager shall, within ninety (90) days after the close of each Fiscal Year, make Interim Distributions to the LLC Members in satisfaction of any Tax Distributions distributable to them.
            7.4       Limitation Upon Distributions.  No distribution shall be paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company, except liabilities to LLC Members on account of their contributions.
            7.5       Method of Accounting.  The books and records held by the Manager of the Company of account of the Company shall be maintained in accordance with the methods of
accounting determined by the Manager.
            7.6       Interest On and Return of Capital Contributions.  No LLC Member shall be entitled to interest on an LLC Member’s Capital Contribution or to a return of the LLC Member’s Capital Contribution upon the liquidation and dissolution of the Company.
            7.7       Loans to Company.  Nothing in this Agreement shall prevent any LLC Member from making secured or unsecured loans to the Company by agreement with the Company; provided, that the terms of any such loan to the Company are approved by all LLC Members.  Such loans, to the extent permitted by law, shall be treated as a loan not made by an LLC Member.
            7.8       Records.  At the expense of the Company, the Manager shall maintain records and accounts of all operations and expenditures of the Company.  At a minimum, the Company shall keep at its principal place of business the following records:
                        (a)        A current list of the full name and last known business, residence, or mailing address of each LLC Member and Manager, both past and present;
                        (b)        A copy of the Articles of Organization of the Company and all amendments thereto, together with executed copies of any power of attorney pursuant to which any amendment has been executed;
                        (c)        Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three (3) most recent Fiscal Years;
                        (d)        Copies of the Company’s currently effective written operating agreement and all amendments thereto, copies of any prior written operating agreement no longer in effect, copies of any documents, instruments, paperwork and writings permitted or required with respect to an LLC Member’s obligation to contribute cash, property, or services, and copies of any financial statements of the Company for the three (3) most recent Fiscal Years;
                        (e)        Minutes of every annual, special, and court-ordered meeting of the LLC Members; and
                        (f)         Any written consents obtained from Members for actions taken by LLC Members without a meeting.
            7.9       Tax Returns and Other Elections.  At the expense of the Company, the Manager shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business.  Copies of such returns, or pertinent information therefrom, shall be furnished to the LLC Members within a reasonable time after the end of the Company’s Fiscal Year.  All elections permitted to be made by the Company under federal or state tax laws shall be made by the Manager in the Manager’s sole absolute and uncontrolled discretion.
ARTICLE 8
GOLF COURSE AND COUNTRY CLUB MEMBERSHIP
            The Manager shall have the exclusive right, power and authority to define, issue, regulate and administer Golf Course and Country Club memberships in accordance with the rules set forth on Exhibit H attached hereto. 

1. ARTICLE 9

ADDITIONAL LLC MEMBERS; SUBSTITUTED LLC MEMBERS

            After the formation of the Company, any Person acceptable to all the LLC Member may become admitted as an LLC Member of this Company for such consideration as the LLC Members shall determine and consent in writing.  No Assignee of an Interest shall become a Substituted LLC Member of the Company without the written consent of all LLC Members. The Manager may, at the time an Additional LLC Member is admitted or an Interest is assigned, close the Company books (as though the Company’s Taxable Year had ended) or make pro rata allocations of Profit and Loss items to an Additional LLC Member or to the Assignee of the Interest for that portion of the Company’s Taxable Year in which an Additional LLC Member was admitted or the Assignee of the Interest held the Interest in accordance with the provisions of Code Section 706(d) and the Treasury Regulations promulgated thereunder.
ARTICLE 10

DISSOLUTION AND TERMINATION

            10.1     Dissolution.  The Company shall be dissolved upon the occurrence of any of the following events:
                        (a)        upon the approval of all LLC Members;
                        (b)        upon the issuance of an order of dissolution by a court of competent
            jurisdiction or by action of the South Dakota Secretary of State; or
                        (c)        upon the issuance of an order of dissolution by an arbitrator.
            10.2     Effect of Dissolution.  Upon the dissolution of the Company, the Company shall cease to carry on its Business Activities, except insofar as may be necessary for the winding up of its Business Activities, but its separate existence shall continue until Articles of Termination have been filed with the South Dakota Secretary of State or until a decree dissolving the Company has been entered by a court of competent jurisdiction or an arbitrator.
            10.3     Winding Up, Liquidation, and Distribution of Assets.
                        (a)        Upon dissolution, an accounting shall be made of the accounts of the Company and of the Company’s assets, liabilities, and operations, from the date of the last previous accounting until the date of dissolution.  The Manager shall immediately proceed to wind up the affairs of the Company.  If any assets of the Company are to be distributed in kind, the gross fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of all of the LLC Members.  Such assets shall be deemed to have been sold as of the date of dissolution for their gross fair market value.
                        (b)        If the Company is dissolved and its affairs are to be wound up, the Manager shall: (1) sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Manager may determine to distribute any assets to the LLC Members in kind), (2) allocate any Profit or Loss resulting from such sales to the LLC Members’ Capital Accounts in accordance with their respective Percentage Interests, (3) discharge all liabilities for which the LLC Members have liability (other than liabilities to other LLC Members or to the Company), including all costs relating to the dissolution, winding up, and liquidation and distribution of assets, (4) establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the LLC Members, the amounts of such Reserves shall be deemed to be an expense of the Company), (5) discharge any liabilities of the Company to the LLC Members other than on account of their Interests in Company capital or Profit, and (6) distribute the remaining assets to the LLC Members in proportion to their respective Capital Account balances.
                        Notwithstanding the provisions of paragraph (b)(6) of this Section 10.3, BCCC, at its election, may cause the Manager to satisfy and discharge the obligation in paragraph (b)(6) wholly through the payment of cash to AS Management Company.
                        (c)        Notwithstanding anything to the contrary in this Agreement, no LLC Member shall have any obligation to make any contribution to the capital of the Company except to the extent expressly provided in the Agreement, and a Negative Capital Account Balance shall not be considered a debt owed by such LLC Member to the Company or to any other person for any purpose whatsoever.
                        (d)        Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated.
                        (e)        The Manager shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.
                        (f)         Any dissolution of the Company shall not discharge any unperformed obligation of the Company or BCCC under Section 4.5 unless AS Management Company executes a written release and waiver of such unperformed obligation.
            10.4     Articles of Termination.  When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the LLC Members, Articles of Termination shall be executed and filed with the South Dakota Secretary of State.
            10.5     Return of Contribution Non-Recourse to Other LLC Members.  Except as provided by law, upon dissolution, each LLC Member shall look solely to the assets of the Company for the return of the Member’s Capital Contribution.  If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash or other property contributions of one or more LLC Members, such LLC Member or LLC Members shall have no recourse against any other LLC Member.
ARTICLE 11
RESOLUTION OF DISPUTES
            All disputes between or among parties under or relating to this Agreement shall be exclusively and finally resolved in accordance with the dispute resolution procedures set forth in Exhibit I.
ARTICLE 12
REPRESENTATIONS AND WARRANTIES
12.1     AS Management Company Representations and Warrantees. AS Management Company represents and warrants to BCCC that:
(a)        AS Management Company is a corporation duly organized, validly existing and in good standing under the laws of the State of South Dakota.
(b)        AS Management Company has the right, power and authority to execute this Agreement and to perform its obligations hereunder, and that once duly executed and delivered, this Agreement shall be the binding and legal obligation of AS Management Company enforceable in accordance with its terms.
(c)        There is no litigation or proceeding pending, nor to the best of AS Management Company’s knowledge and belief, is any litigation threatened or pending involving AS Management Company which could, if adversely determined, materially and adversely affect AS Management Company’s obligations under this Agreement.
(d)        AS Management Company is not and, by virtue of entering into this Agreement, will not be in violation of any existing law, statute, regulation, contract, debt instrument or other obligation to which it is a party.
            12.2     BCCC Representations and Warranties.  BCCC represents and warrants to AS Management Company that:
(a)        BCCC is a non-profit corporation duly organized, validly existing and in good standing under the laws of the State of South Dakota.
(b)        BCCC has the right, power and authority to execute this Agreement and to perform its obligations hereunder, and that once duly executed and delivered, this Agreement shall be the binding and legal obligation of BCCC enforceable in accordance with its terms.
(c)        BCCC has good and marketable title to all real and personal property assets used or otherwise employed in connection with the operation of the Boulder Canyon Country Club, and that the same are free and clear of any and all security interests, pledges, liens, encumbrances, or other restrictions or claims, except for (i) trade payables incurred or accrued in the ordinary course of business and (ii) the Assumed BCCC Indebtedness.
(d)        BCCC has not defaulted in its payment of the BCCC Assumed Indebtedness, nor has BCCC breached any term, condition, covenant or obligation imposed upon it under the BCCC Assumed Indebtedness.
(e)        The unpaid principal balance of the BCCC Assumed Indebtedness, and all accrued interest due thereon, does not exceed the total sum of ____(BALANCE EXISTING WELLS FARGO BANK INDEBTEDNESS)____ Dollars ($_________).
(f)         There is no litigation or proceeding pending, nor to the best of BCCC’s knowledge and belief, is any litigation threatened or pending involving BCCC which could, if adversely determined, materially and adversely affect BCCC’s obligations under this Agreement.
(g)        BCCC is not and, by virtue of entering into this Agreement, will not be in violation of any existing law, statute, regulation, contract, debt instrument or other obligation to which it is a party.
            12.3     Survival of Representations and Warranties. The representations and warranties contained in this Agreement shall survive the date of this Agreement.
ARTICLE 13
MISCELLANEOUS PROVISIONS
            13.1     Notices.  Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an executive officer of the party to whom the same is directed or, if sent by registered or certified mail, postage and charges prepaid, addressed to the LLC Member’s and/or Company’s address, as appropriate, which is set forth in this Agreement.  Except as otherwise provided herein, any such notice shall be deemed to be given three (3) business days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed, and sent as aforesaid.
            13.2     Books of Account and Records.   Proper and complete records and books of account shall be kept or shall be caused to be kept by the Manager in which shall be entered fully and accurately all transactions and other matters relating to the Company’s Business Activities in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company.  Such books and records shall be maintained as provided in Article 7.  The books and records shall at all times be maintained at the principal office of the Company. The books of account and records shall be open to the reasonable inspection and examination of the LLC Members or their duly authorized representatives during reasonable business hours, and to make copies thereof.
            13.3     Application of South Dakota Law.  This Agreement and its application and interpretation shall be governed exclusively by its terms and by the laws of the State of South Dakota.
            13.4     Waiver of Action for Partition.  Each LLC Member irrevocably waives during the term of the Company any right that such LLC Member may have to maintain any action for partition with respect to the property of the Company.
            13.5     Amendments.  This Agreement may not be amended except by the approval and consent of all LLC Members.
            13.6     Execution of Additional Documents and Instruments.  Each LLC Member hereby agrees to execute and deliver such further documents and instruments and shall take all further actions as shall be necessary or required to carry out the intent and purpose of this Agreement.
            13.7     Construction.  Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and vice versa; and the word “person” or “party” shall include a corporation, firm, partnership, proprietorship, or other form of association.
            13.8     Final, Complete and Entire Agreement.  This Agreement, including the exhibits attached hereto, constitutes the final, complete and entire agreement of the parties as to the subject matter contained herein, and supersedes all prior agreements, negotiations, and communications of the parties, whether oral or written.
            13.9     Headings.  The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.
            13.10   Waivers.  The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.
            13.11   Rights and Remedies Cumulative.  The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies.  Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise.
            13.12   Severability.  If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
            13.13   Successors, and Assigns.  Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
            13.14   Creditors.  None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.
            13.15   Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]

EXHIBIT H

GOLF COURSE AND COUNTRY CLUB MEMBERSHIP RULES

            1.         From and after the Effective Date of this Agreement, all Golf Course and Country Club memberships shall be issued by the Company. All Golf Course and Country Club membership issued by the Company shall automatically vest in each Golf Course and Country Club member of the Company member status in BCCC.

            2.         Subject to the provisions of this Exhibit H, all Golf Course and Country Club
                        memberships of BCCC existing on the Effective Date of this Agreement (hereinafter
                        “Grandfathered Memberships”) shall be converted into Golf Course and Country
                        Club memberships of the Company.

            3.         From and after the Effective Date of this Agreement, BCCC shall not issue any
                        Golf Course and Country Club memberships.

            4.         Grandfathered Memberships  shall be entitled to perpetual membership renewals at
                        reasonable rates set by the Manager, subject to the following:

                        (a)        For this purpose, “perpetual” shall mean the natural lifetime of each member holding a Grandfathered Membership.

                        (b)        Except as provided herein, the total number of Grandfathered Memberships may not exceed three hundred (300) in number.

                        (c)        There will be no change in membership dues and fees until the Golf course is open for play as an eighteen (18) hole golf course at which time Grandfathered Memberships shall be subject to a one-time fifty percent (50%) increase in membership dues. At the time of this increased membership dues assessment for Grandfathered Memberships, a percentage shall be determined, which shall serve as a ceiling on future increases in annual membership dues for Grandfathered Memberships as hereinafter provided. This percentage ceiling shall be equal to the quotient of: (A) the adjusted membership dues for Grandfathered Memberships after the one-time fifty percent (50%) increase in membership dues divided by (B) the average of the advertised membership dues for Hart Ranch Golf Club, Red Rocks Golf Club and the Spearfish Canyon Golf Club. The percentage determined shall be hereinafter referred to as the “Grandfathered Member Percentage Ceiling.”  After the one-time fifty percent (50%) increase in membership dues has been assessed, the membership dues for Grandfathered Memberships may not increase again for a period of thirty-six (36) months. Following the expiration of this thirty-six (36) month moratorium, annual membership dues for Grandfathered Memberships may not be greater than the product of: (A) the Grandfathered Member Percentage Ceiling multiplied by (B) the average of the advertised membership dues for Hart Ranch Golf Club, Red Rocks Golf Club and the Spearfish Canyon Golf Club.

The following hypothetical is provided to illustrate the application of this Section 4(c). Assume that the annual BCCC membership dues will be $350 when the Golf Course is open for play as an eighteen (18) hole Golf Course. Assume further that the average of the advertised memberships dues for Hart Ranch Golf Club, Red Rocks Golf Club and the Spearfish Canyon Golf Club is $1,000.

In this example, after the one-time fifty percent (50%) increase in membership dues has been assessed, the adjusted membership dues for Grandfathered Memberships would be $525 ($350 x 1.5). Based on this
adjusted membership dues, the Grandfathered Member Percentage
                                                                      Ceiling would be 52.5% ($525/$1,000). If following the expiration of the
                                                                      thirty-six (36) month moratorium on membership dues increases for
                                                                      Grandfathered Memberships the average of the advertised membership dues
                                                                      for Hart Ranch Golf Club, Red Rocks Golf Club and the Spearfish Canyon
                                              Golf Club is $1,200, the membership dues which may be charged for
                                              Grandfathered Memberships cannot be greater than $630 (52.5% x $1,200).
                                  If in a subsequent year the average of the advertised membership dues for Hart Ranch Golf Club, Red Rocks Golf Club and the Spearfish Canyon Golf Club increased to $1,500, the annual membership dues for Grandfathered Memberships may not exceed $787.50 for that season (52.5% x $1,500).

                        (d)        Other membership fees such as but not limited to cart storage, trail fees,
                                    handicap cards, etc. shall also be subject to a rate increase at the time that the Golf Course is open to play as an eighteen (18) hole course. These fees will not exceed the average of similar advertised fees at the Elks Lodge No. 1187 Golf Course, Spearfish Canyon Golf Club and Southern Hills Golf Course.

                        (e)        Grandfathered Memberships may not be assigned, transferred, inherited, devised or otherwise alienated. In the event of a divorce, a Grandfathered Membership will continue to be held by both former spouses individually, but the resulting increase in Grandfathered Memberships shall not be deemed to violate the maximum number of Grandfathered Memberships set forth in paragraph 4(b) above. Grandfathered Memberships that are family memberships shall not entitle minor or dependent children to retain membership rights under a Grandfathered Membership status after their twenty-first (21st) birthday, except that children under the age of 18, but over the age of 15, as of July 21, 2006, shall be entitled to Grandfathered Membership status.

            5.         Except for Grandfathered Memberships, all other Golf Course and Country Club
                        memberships, and all rights, privileges and obligations pertaining thereto, shall be
                        determined, regulated and administered exclusively  by the Manager. Green fees will
                        be set by the Manager and shall be set for no more than one golf season. New
                        membership rights shall in no event exceed the rights of the Grandfathered
                        Memberships.

            6.         All Golf Course and Country Club members of the Company, including members
                        who hold Grandfathered Memberships and all new member memberships issued by
                        the Company, shall also be voting members of BCCC, and shall each be entitled to
                        one (1) vote as a member of BCCC on all member matters of BCCC to be voted on
                        by its members, subject to the internal governance rules of BCCC.

            7.         Golf Course and Country Club member status shall not entitle any Golf Course and
                        Country Club member to be an LLC Member of the Company.

            8.         AS Management Company in its capacity as the Manager of the Company shall
                        have the unrestricted right to grant “comp” golf rounds for any purpose in its
                        discretion, including, without limitation, to potential purchasers of lots located in the
                        Apple Springs residential development, but this right shall not unreasonably affect
                        Country Club Membership play of the Golf Course.

            9.         The Golf Course shall be designated as the home golf course of Sturgis Brown High School. AS Management Company in its capacity as the Manager of the Company shall use its best efforts to accommodate the scheduling of high school golf matches and tournaments involving Sturgis Brown High School.

EXHIBIT I

DISPUTE RESOLUTION PROCEDURES
1.         Alternative Dispute Resolution Procedures.
            1.1       Negotiations. In the event that any dispute may arise, the parties shall first seek to resolve any disputes by negotiations between representatives which have authority to settle the controversy.
                        (i)         Notification. When a party believes there is a dispute relating to the Agreement, the party will give the other party written notice of the dispute.
                        (ii)        Meetings. The representatives of the parties shall meet at a mutually acceptable time and place within thirty (30) days after the date of the notice to exchange relevant information and to attempt to resolve the dispute. If a the representative of a party intends to be accompanied at a meeting by an attorney, the other party’s representative shall be given at least three (3) business days’ notice of such intention and may also be accompanied by an attorney.
                        (iii)       Confidentiality. All negotiations are confidential and shall be treated as compromise and settlement negotiations under the State of South Dakota Rules of Evidence.
            1.2       Mediation. If the dispute has not been resolved within thirty (30) days after the date of the notice of a dispute, or if the party receiving such notice fails or refuses to meet within such time period, either party may initiate mediation of the dispute by sending the other party a written request that the dispute be mediated. The party receiving such a written request will promptly respond to the requesting party so that all parties can jointly select a neutral and impartial mediator and schedule the mediation session. The parties shall mediate the dispute before a neutral, thirty-party mediator within thirty (30) days after the date of the written request for mediation.
            1.3       Arbitration. If a dispute has not been resolved within sixty (60) days after the original notice of a dispute or within thirty (30) days after the date of a request for mediation, whichever is later, then either party may initiate arbitration proceedings. Notwithstanding the above provisions, if either Party deems that time is of the essence in resolving the dispute, it may initiate arbitration and seek interim measures under Section 6 of this Exhibit I, if appropriate, and then comply with the requirements for negotiations and mediation as long as they are fully completed before the commencement of the final hearing on the merits in the arbitration proceeding.

2.         Scope/Final and Binding. Any dispute, controversy or claim, of any and every kind or type, whether based on contract, tort, statute, regulations, or otherwise, arising out of, connected with, or relating in any way to this Agreement, the relationship of the parties, the obligations of the parties under this Agreement, including without limitation, any dispute as to the existence, validity, construction, interpretation, negotiation, performance, non-performance, breach, termination, or enforceability of this Agreement, shall be settled through final and binding arbitration, it being the intention of the parties that this is a broad form arbitration agreement designed to encompass all possible disputes among the parties relating to this Agreement.
3.         Institutional Arbitration. The arbitration shall be conducted before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) as in effect on the date of commencement of the arbitration proceeding (the “AAA Rules”). The arbitration panel shall apply the State of South Dakota Rules of Evidence to all evidentiary questions arising in the course of the arbitration, and shall apply the State of South Dakota Rules of Civil Procedure to the conduct of discovery in the course of the arbitration.
4.         Place of Arbitration. Unless otherwise agreed in writing by all Parties to the arbitration, the situs of the arbitration under this Agreement shall be Sturgis, South Dakota.
5.         Entry of Judgment. Judgment on the award of the arbitral tribunal may be entered by any court of competent jurisdiction.
6.         Interim Measures. The arbitrator may grant interim measures including injunctions, attachments and conservation orders in appropriate circumstances, which measures the parties agree may be immediately enforced by the arbitrator or by court order. Hearings on requests for interim measures may be held in person, by telephone or by video conference, and requests for relief, responses, briefs or memorials may be sent to, and orders or awards received from, the arbitrators by facsimile or other similar means which include a confirmation of delivery. Notwithstanding the requirements for alternative dispute resolution procedures (such as negotiation and mediation), prior to the constitution of the arbitration tribunal and thereafter as necessary to enforce the arbitrators’ rulings or in the absence of the jurisdiction of the arbitrators to rule on interim measures in a given jurisdiction, any party may apply to a court for interim measures, and the parties agree that seeking and obtaining such measures shall not waive the right to arbitration.
7.         Costs and Attorney’s Fees. In the event of any action, arbitration or litigation to enforce this Agreement, for interpretation or construction of this Agreement, or on account of any default under or breach of this Agreement, the nonprevailing party to such action, arbitration or litigation covenants and agrees to pay to the prevailing party therein, in addition to all other relief, all costs and expenses, expressly including, but not limited to, reasonable attorneys' fees (regardless of any otherwise applicable court schedule for the determination of such costs, expenses and attorneys' fees) incurred by such prevailing party in connection with such action, arbitration or litigation, including, but not limited to, any appeal thereof, which costs, expenses and attorneys' fees shall be included in and as a part of any judgment
            rendered in such action, arbitration or litigation. The arbitral tribunal is shall make an award of costs and attorney’s fees in accordance with this Section 7.
8.         Punitive Damages. Penal, punitive, treble, multiple, consequential, incidental or similar damages may not be recovered or awarded.
9.         Confidentiality. Except to the extent necessary to enforce the arbitration, agreement or award, to enforce other rights of the party, or as required by law, the parties, their employees, officers, directors, counsel, consultants, and expert witnesses, shall maintain as confidential the fact of the arbitration proceeding, the arbitral award, contemporaneous or historical documents exchanged or produced during the arbitration proceeding, and memorials, briefs or other documents prepared for the arbitration.
10.       Waiver of Appeals. To the extent permitted by law, right to appeal from or to cause a review of any arbitral award by any court is hereby waived by the parties.
11.       Summary Disposition. The arbitrators are hereby authorized, if they consider it appropriate, to decide any disputes by summary disposition on the documents and written testimony without hearing oral testimony.
12.       Draft of the Proposed Award. Prior to rendering the final award, the arbitral tribunal shall submit to the parties an unsigned draft of the proposed award and each party, within ten (10) business days after receipt of such draft award, may serve on every other party a file with the tribunal a written statement commenting upon any alleged errors of fact, law, computation, or otherwise. The tribunal shall endeavor to render its final award within ten (10) business days after the receipt of the letter of the written statements of the parties.