SHAPETM Trust, L.L.C.

OPERATING AGREEMENT

THIS AGREEMENT ("Agreement") amends and supercedes all prior agreementsgoverning SAMAD Trust L.L.C. as established by SAMAD American HoldingCorporation and first made effective the 4th day of February, 2003. This agreementreflects the change of name to SHAPETM Trust, L.L.C. This operating agreement ismade effective this 1 st day of June, 2005, by, through SHAPETM Financial Corp.

(formerly SAMAD American Holding Corporation) its President & CEO, AbdulkaderThomas.

ARTICLE IDEFINITIONS

The following words and phrases used in this Agreement shall, unless the contestclearly indicates otherwise, have the following meaning:

"Affiliate" mean (a) any Person who directly or indirectly, through one or moreintermediaries, controls or is controlled by or is under common control with thePerson specified, (b) any Person in which such specified Person has an equityinterest of ten percent (10%) or more and (c) any officer, director or partner ofthe Person specified.

.2 "Agreement" means this Operating Agreement as it may be hereafter amendedfrom time to time.

3 "Capital Contribution" means the total amount of capital contributed to theCompany by each Member pursuant to the terms of this Agreement. Anyreference to the Capital Contribution of a Member shall include the CapitalContribution made by a predecessor holder of the interest of such Member.

"Cash from Operation" means the gross cash receipts of the Company other than(a) Capital Contributions, (b) proceeds from Company borrowings and (c) Cashfrom Sale or Refinancing, less (i) all cash expenses of earning such receipts, (ii)all payments on any Company indebtedness or for capital improvements and (iii)all such reserves for working capital, liabilities and other contingencies as aMajority in Interest of the Members may deem advisable.

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,5 "Code" means the Internal Revenue Code of 1986, as amended from time totime.

"Company" means the limited liability company organized under Delaware lawgoverned by this Agreement.

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jSHAPP Financial Corporationwwwshapefinancial,~om inf()@shapefinan(ial(om

1_7 "Majority in Interest" means a Member or Members owning in the aggregatemore than fifty percent (50%) of the Membership Interests.

.8 "Members" means and includes the persons and entitles named in the firstparagraph above and any Person admitted as a Member in the Company inaccordance with Article XI.

1.9 "Membership Interest" means, with respect to any Member, the Member'sownership interest in the Company as set forth in Section 3.3 hereof.

10 "Partnership Minimum Gain" means generally the amount of gain in theaggregate, if any, which would be realized by the Company if it disposed of allCompany property subject to non recourse liabilities in full satisfaction of suchliabilities. Partnership Minimum Gain for purposes of this agreement shall bedetermined in compliance with Federal Income Tax Regulation Section 1.704-1 (b)( 4)(iv).

t 1 t "Person" means any individual, firm, partnership, corporation, association orother legal entity.

"Property" means all real and personal property of the Company owned orhereafter acquired.

"Tax Year" means the Company's tax year for federal income tax purposes.

ARTICLE IIMEMBERSHIP, FORMATION AND ORGANIZATION

Membership. The membership of the Company shall consist of the Memberswhich has as its sole initial member SHAPETM Financial Corporation.

2.2 Formation. The Members shall authorized and direct Abdulkader Thomas astheir Authorized Representative to make, sign and acknowledge (a) Articles ofOrganization as required by Chapter 1705 of the Revised Code to form a limitedliability company, and (b) any other documents which may be required under thelaw of the State of Delaware to form and organize the Company. The Membersdirect the Authorized Representative to cause these documents to be recordedand/or filed with the Secretary of State of Delaware with any other public officeas is appropriate and required by law.

2.3 Name of Company.Trust, L.L.C.

The Company shall operate under the name of SHAPETM

2.4 Principal Place of Business and Office. The principal place of business andoffice of the Company shall be located at 7600 Leesburg Pike, Suite 204W, FallsChurch, VA 22043.

2.5 Business and Purpose of the Company. The purpose for which the Company isorganized is to serve as a trustee for various trusts established in Delaware orelsewhere to hold title to properties financed under various Islamic stylemortgages including but not limited to the SHAPETM mortgage process.

2.6 Terms of Company. The term of the Company commenced upon the effectivedate of the Articles of Organization filed for the Company with the DelawareSecretary of State. The Company shall continue in existence thereafter inperpetuity, unless terminated in accordance with Article XII hereof.

2.7 Agent for Service of Process. The Members hereby appoint CT Corporation asthe Company's agent for service of process, and direct the AuthorizedRepresentative to file an Appointment of Statutory Agent and Acceptance ofAppointment with the Delaware Secretary of State to effectuate suchappointment.

2.8 Investments. The Company shall only make investments in real property in suchmanner and upon such terms as are required of it as trustee in support of thevarious trusts which are established to support the Islamic mortgage alternativebusiness in the United States.

ARTICLE IIICAPITAL CONTRIBUTIONS

3..1 Mandatory Contributions to Capital. Whenever as provided herein the Membersare obligated to contribute to the capital of the company, such contributionsshall, regardless of the Capital Accounts of the Members, be made by theMembers in proportion to their respective Membership Interests.

3.2 Membership Interests. The Membership Interest of each Member shall be thepercentage interest met to the Member name below;

Member Name Membership Interest

SHAPETM Financial Corporation 100%

3.3 Additional Contribution(s) to Capital. The Members shall be obligated tocontribute cash to the capital of the Company in such amounts and at such timesas are decided by a Majority in Interest of the Members to be required to providethe funds necessary for the replacement, operation or management of theProperty, the ongoing operating of the Company and/or for any additionalinvestments as provided in Section 2.3 hereof.

3.4 No Return of Capital Contribution. Except a expressly provided in thisAgreement, no Member shall be entitled to demand or receive the return of hisCapital Contribution.

ARTICLE IVCAPITAL ACCOUNTS

4. Determination of Capital Accounts

4. A "Capital Account" shall be established for each Member and shall bemaintained as necessary to comply with the maintenance of capital accountprovisions in Income Tax Regulations Section 1.704-1 (b )(2)(iv). F or example,each Member's Capital Account shall be increased by the amount of suchMember's.

4. contributions of money to the Company (including, without limitation, liabilitiesof the Company directly assumed by such Member);

4.1.1.2 property contributions to the Company to the extent of the fair market value ofsuch property (net of liabilities assumed by the Company and liabilities as towhich such contributed property is subject); and

4. .3 distribution share of Company net Income; and shall be decreased by the amountof such Member's unpaid commitment;

4. .4 distributions of money from the Company (including, without limitation,individual liabilities of such Member directly assumed by the Company);

4. .5 property distributions from the Company to the extent of the fair market value ofthe property (net of liabilities assumed by such Member and liabilities to whichsuch distributed property is subject);

4.1 .6 distributive share of Company net, loss; and

4.1 .7 distributive share of expenditures of the Company described in Section705(a)(2)(B) of the Code.

4.1.2 Prior to a distribution of property by the Company to any Member, the fairmarket value of such property shall be determined and the Capital Accounts ofthe Members first shall be adjusted to reflect the manner in which the unrealizedincome, gain loss, deduction and credit inherent in such property (that has notpreviously been reflected in the Capital Accounts) would be allocated among theMembers if there were a taxable disposition of such property for the fair marketvalue of such property on the date of distribution.

4. .3 In the event any Membership Interest is transferred, the transferee shall succeedto the Capital Account of the transferor to the extent such Capital Account isrelated to the transferred interest.

4. .4 The foregoing provisions relating to the maintenance of Capital Accounts areintended to comply with Income Tax Regulations Section 1.704-1 (b), and shallbe interpreted and applied in a manner consistent with such Regulations. In theevent that the Members determine that it is prudent to modify the manner inwhich the Capital Accounts, or any debits or credits thereto, are computed inorder to comply with such Regulations, the Members may make suchmodification provided that it is not likely to have a material effect on theamounts distributable to any Member under this Agreement.

ARTICLE VALLOCATIONS

s Profits and Losses

All Company profits and losses shall be allocated among the Members in thesame proportion as the Membership Interest of each Member bears to theMembership Interest of all Members. All profits and losses shall be calculatedafter all third party vendors and servicing agents, including, but not limited toSHAPETM Financial Corp. and Midwest Loan Services, Inc. have been paid fortheir work on behalf of the Company.

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In the event a Member sells or otherwise disposes of his Membership Interestduring the fiscal year, profits and losses with respect to such fiscal year shall beallocated among the persons who were holders of such interest during such year,in proportion to the number of days that each such holder was recognized as theowner on the records of the Company of such interest during such full calendaryear, without regard to the results of Company operations for the period of theyear that the interest was actually held by the person selling or otherwisedisposing of the interest, and without regard to the date, amount, or recipient ofany distribution which may have been made with respect to such interest for theyear of sale or other disposition.

Profits and losses shall be determined in accordance with the accountingmethods followed by the Company for federal income tax purposes.

5.2 Allocations for Contributed Property. Notwithstanding the above, if theProperty is revalued pursuant to Income Tax Regulations Section 1.704-I (b)(iv)(f) or (g), items of depreciation, amortization and gain or loss, ascomputed for tax purposes with respect to the Property, shall be determined andallocated to the Members so as to take account of the variation between theadjusted tax basis and book value of such Property in the same manner as underSection 704( c) of the Internal Revenue Code.

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5.3 Allocations of Tax Credits. The basis (or cost) of any Property which qualifiesfor tax credits, shall be allocated among the Members and their Capital accountsin accordance with Income Tax Regulations Section 1.46-3(f)(2)(i) and 1.704-I (b )(2)(iv)(j), respectively.

ARTICLE VIDISTRIBUTIONS OF CASH AND ASSETS

6. Cash from Operation. Cash from operations, if any, shall be distributed as soonafter the end of each quarter as reasonable practical to each Member inproportion to each Member's respective Membership Interest.

6.2 Cash from Sale or Refinancing. Cash from Sale or Refinancing, if any shall bedistributed as soon after the end of each quarter as reasonably practical to eachMember in proportion to each Member's respective Membership Interest.

6.3 In Kind Distributions. Property of the Company, other than cash, decided by aMajority in Interest of the Members to be surplus to the needs and requirementsof the Company and appropriate for distribution in kind shall be distributed tothe Members so that each Member shall receive an undivided interest in suchasset(s) in proportion to each Member's respective Membership Interest. AMajority in Interest of the Members shall decide the market value of theProperty distributed in kind.

6.4 Cash Distribution. Funds of the Company decided by the Members to be surplusto the needs and requirements of the Company shall first be applied to paymentor repayment pro rata of any debts of the Company to any Member(s), andsecondly, distributed to the Members in the same proportion as their respectivePercentage Interests.

ARTICLE VIIINTEREST

7. No interest shall be paid on Capital contributions to the Company. Any of theMembers may, but are not obligated to, lend to the Company, such amount offunds as a Majority in Interest of the Members determine are needed by theCompany. Any loan to the Company by a Member (other than a CapitalContribution) shall be repaid, along with accrued interest, as soon as cash flowof the Company permits or upon such other terms as a Majority in Interest of theMembers and the Member making such loan may agree.

ARTICLE VIIIMANAGEMENT

8. Meetings of Members. The affairs of the Company shall be managed by theMembers(s). Each of the Members(s) shall have voting rights equal to his/her

respective Membership Interest. The Member (s) shall meet a the request of anyMember at the principal place of business of the Company at such time as set bythe Member requesting the meeting provided at least five(5) days written noticeis given. At this time, SHAPETM Financial Corporation. shall manage the

Company.

8.2 Appointment of Trust Officers. The Members by a majority interest, shallappoint or re-appoint Trust Officers. The officers shall have much authority asis granted them by all Members. The amended Offices shall be as follows:

Trust OfficerTrust OfficerTrust OfficerTrust OfficerTrust OfficerTrust Officer

Abdulkader ThomasShazim AhmedJarnila ThomasSalah AyoubiNasim AishayaEric Donnelly

Company Decisions.

Each Member shall have a voice and vote with respect to all company affairs.The agreement of a Majority In Interest of the Members shall be required for allmatters and decisions by the Members relating on the affairs of the Company.

Meetings of the Members may be held through any communications equipmentif all persons participating can hear each other and participation in a meetingpursuant to this provision shall constitute presence at such meeting.

In the event that a Majority in Interest of the Members do not agree on anyCompany matter and the vote on the Company matter is evenly split so that adeadlock results, then such matter shall be decided by arbitration as provided inArticle XIII hereof.

8.4 Borrowings. The Company shall incur no debt for money borrowed as a resultof which any Member shall become personally liable without the consent of theMember so to become liable. Except for the limitation in the preceding sentenceof this Section 8.3, the Company may borrow money and secure such borrowingby mortgage or other security interest in any or all of the Property on such termsand conditions as a Majority in Interest of the Members may decide isacceptable.

Bank Accounts. All funds of the Company shall be deposited in its name in anaccount or accounts as shall be decided by a Majority in Interest of theMembers. All withdrawals therefrom shall be made by checks signed by suchperson(s) as a Majority in Interest of the Members shall decide. The Companyauthorizes SHAPETM Financial Corp. to handle, receive and pay any monieson its behalf in lieu of the Company formally opening a bank account.

8.6 Books and Records.

8.6. The Company books and records shall be maintained at such place as a Majorityin Interest of the Members shall decide, and Members shall be entitled to copiesthereof during regular business hours.

8.6.2 The books shall be kept on the cash method of accounting in accord withgenerally accepted accounting practices and principles. The fiscal year of theCompany shall be the calendar year.

ARTICLE IXLEGAL INSTRUMENTS

Required Signatures. All deeds, leases, mortgages and other instrumentspertaining Company Property, real or personal, and other contracts anddocuments required to be signed by a Majority in Interest of the Members unlessall members authorize the President to sign such instruments.

Authorized Members. Notwithstanding anything to the contrary containedherein, any document required to be signed on behalf of the Company in theordinary course running the company's day-to-day business operations may besigned by any Authorized Member. The Member(s) hereby designate either thePresident & CEO, the US Vice President, the Vice Chairman or the Chairman ofSHAPETM Financial Corporation as the Authorized Members.

Authority to Act. No Member without the written consent of a Majority inInterest of the Members shall, on behalf of the Company; (a) borrow or lendmoney; (b) make, deliver, or accept any commercial paper, (c) execute any deed,mortgage, security agreement, bond or lease; (d) purchase or contract topurchase any property; (e) sell or contract to sell any Company Property; (t)endorse any note, become surety for any Person, or act as an accommodationparty for any Person.

9.4 Tax Matters Partner. The Members hereby designate the Chief Financial Officeror the US Vice President of SHAPETM Financial Corp. as the "tax matterspartner" as referred to in Section 623(a)(7)(A) of the Code.

ARTICLE XOTHER VENTURES

Any Member and any Affiliate of a Member may engage in other businessventures, of every nature and description, independently or with others,including but not limited to the real estate business in all its phases whether ornot in competition with the Premises or other Property of the Company, and

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neither the Company nor the other Members shall have any rights in or to suchindependent ventures or the Income or profits derived therefrom.

ARTICLE XIBUY/SELL PROVISIONS

Transfer Restriction. Without the written consent of all the Members, noMember may mortgage, sell, assign, transfer, encumber or otherwise dispose ofall or any part of his Membership Interest except in accordance with the terms ofthe Article XI.

Definition of Trigger Event. For purposes of this Agreement, the term "TriggerEvent" means the occurrence of any one of the following events:

.2. The death, termination or dissolution of a Member.

.2.2 The filing of a voluntary of involuntary bankruptcy proceeding by or against aMember under the federal Bankruptcy code or under any state insolvencystatute;

.2.3 The declaration by a count of competent authority that a Member is mentallyincompetent; or

1.2.4 Delivery by a Member to all of the other Members of written notice stating thatthe Member wishes to sell his Membership Interest to a Person ("Purchaser")from whom the Member has received a written offer to purchase all or part ofthe Member's Membership Interest ("Offer").

Definition of Withdrawing Member. For purposes of this Agreement, the term"Withdrawing Member" means the Member who has suffered or incurred theTrigger Event.

.4 Acquisition of Withdrawing Member's Interest. Upon the occurrence of aTrigger Event, the interest of the Member shall be acquired by the Companyand/or the Members other than the Withdrawing Member ("Other Members") asfollows:

.4. The Company shall have twenty (20) days from the date of the Trigger Event toelect, as determined by a Majority in Interest of the Other Members, to acquireall, but not less than all, of the Withdrawing Member's Membership Interest bydelivering written notice thereof the Withdrawing Member.

11.4.2 If the Company does not elect to acquire all of the Withdrawing Member'sMembership Interest, each of the Other Members shall have fifteen (15) daysfrom the expiration of the (20) day period specified in Section 11.4(a) above, toelect to acquire his proportionate share of the Withdrawing Member's

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Membership Interest by delivering written notice thereof to the Company andthe Withdrawing Member. For purposes of this Section 11.4(b). An OtherMember's proportionate share of the Withdrawing Member's MembershipInterest shall be determined by dividing the Other Member's MembershipInterest by the sum of the Membership Interest of all of the Other Members.

,4.3 If not all of the Other Members elect to acquire their proportionate share of theWithdrawing Member's Membership Interest, then each of the Other Memberswho did so elect shall have ten( 1 0) days from the expiration of the fifteen (15)day period specified in Section 11.4(b) above, to elect to acquire the portion ofthe Withdrawing Member's Membership Interest which the non-electing OtherMembers did not elect to acquire ("Non-Elected Interest") by delivering writtennotice thereof the Company and the Withdrawing Member. If more than oneOther Member elects to acquire the Non-Elected interest, each of the OtherMembers who elected to acquire the Non-Elected Interest shall acquire hisproportionate share of the Non-Elected Interest. For purpose of this Section11.4(c), an Other Member's proportionate share of the Non-Elected Interest shallbe determined by dividing the Other Member's Membership Interest by the sumof the Membership Interests of all of the Other Members who elected to acquirethe Non-Elected Interest.

1.4.4 If the Withdrawing Member is deceased, such written notice shall be deliveredto the executor or administrator of the Withdrawing Member's estate or to anyone of the known legal heirs of the Withdrawing Member at the last knownaddress of such heir. If the Withdrawing Member is mentally incompetent, suchwritten notice shall be delivered to the guardian or other legal representative ofthe Withdrawing Member or to the spouse or ay child of the WithdrawingMember at the last known address of such spouse or child. If the WithdrawingMember is a trust which has been terminated, such written notice shall bedelivered to the legal representative of the Withdrawing Member or to anyoneof the trustees of the Withdrawing Member. If the Withdrawing Member is acorporation which has been dissolved, such written notice shall be delivered tothe legal representative of the Withdrawing Member or to anyone of theshareholders of the Withdrawing Member.

11.4.5 Other than as provided in Section 11.4( f) hereof, if the Other Members of theCompany do not elect to acquire all of the Withdrawing Member's MembershipInterest within the aforesaid time periods, the Company shall terminate and beliquidated.

11.4.6 Notwithstanding anything to the contrary contained herein, the Company shallnot terminate and be liquidated upon the occurrence of a Trigger Event and thefailure of the Other Members or the Company to elect to acquire all of theWithdrawing Member's Membership Interest if the Trigger Event was thedelivery of notice by the Withdrawing Member under Section 11.3( d) hereof. Insuch event, for a period of thirty (30) days after the expiration of the Other

Members' right to elect to acquire the Withdrawing Member's MembershipInterest, the Withdrawing Member may sell his Membership Interest to thePurchase identified in the Offer, but only at the purchase price and upon theother payment terms and conditions set forth in the Offer. If the WithdrawingMember does not sell all of his Membership Interest to such Purchaser withinthe aforesaid time period, the Withdrawing Member shall continue to be aMember and his Membership Interest shall once again be subject to all of therestrictions on transfer contained herein.

5 Purchase Price and Payment Terms. The purchase price and payment terms fora Withdrawing Member's Membership Interest to be acquired hereunder by theCompany or the Other Member(s) upon the occurrence of a Trigger Event shallbe as follows:

.5 The purchase price for the interest to be acquired ("Purchase Price") shall beequal to the Value of the Interest (as such tenn is defined in Section] ].6 hereof)as of the date of the Trigger Event;

11.5.2 A down payment of ten percent (100/0) of the Purchase Price of the Units("Down Payment") shall be paid within sixty (60) days after the Trigger Event;

.5.3 The remaining ninety percent (90%) of the Purchase Price sha11 be paid in nine(9) equal annua1 installments if principal and interest commencing on the firstannua1 anniversary of the date the Down Payment is paid;

.5.4 The unpaid Purchase Price shall bear interest at the lowest applicable federal ratein effect on the date the Down Payment is paid as established by the InternalRevenue Service pursuant to Section 1274 of the Code.

5.5 The Company or Other Member(s) acquiring the Withdrawing Member'sMembership Interest shall deliver a promissory note containing the paymentterms and conditions set forth in this Section 11.5 and other commerciallyreasonable terms to the Withdrawing Member on the date the Down Payment ispaid.

11.6 Value of the Interest

.6. For purposes of this Agreement, the term "Value of the Interest" on anyparticular date shall mean an amount equal to the Value of the Company on suchdate, multiplied by the Withdrawing Member's Membership Interest.

.6.2 On or before December 31st of each year, the Members shall agree upon the fairmarket value of the Company ("Va1ue of the Company") and shall evidencesuch agreement by setting forth the agreed Value of the Company on theattached Schedule "A". This agreed Value of the Company shall remain ineffect for a period of twelve (12) months. If a Member withdraws at a time

when no agreed Value of the Company is in effect, the Value of the Companyshall be determined by appraisal. Such appraised Value of the Company shallthen remain in effect for a period of twelve (12) months.

.6.3 Notwithstanding anything to the contrary contained herein, if the Value of theCompany has previously been determined by appraisal in accordance with thisSection 11.6 within twelve (12) months of the date of a Trigger Event("Previously Determined Value"), then the Value of the Company as of the dateof the Trigger Event shall be equal to the Previously Determined Value.

.6.4 Ifit is necessary to determine the fair market value of any of the Company's realproperty by appraisal, the Withdrawing Member, his estate or legalrepresentative, and a Majority in Interest of the Other Members, shall agree uponan independent appraiser to fix the fair market value of such real property. If theparties cannot agree on an appraiser within ten (10) days after the Trigger Event,then the Withdrawing Member, his estate or legal representative shall chooseanother and these two appraisers shall choose a third. Such appraiser(s) shall bechosen within twenty (20) days from the date of the Trigger Event. A majoritydecision of the appraisers shall control in fixing the fair market value of the real

property.

Execution of Documents. If the Company, Other Members or a Purchaseracquires a Withdrawing Member's Membership Interest, the Members shallexecute such documents, certificates, and conveyances as may be required orappropriate to evidence the change in ownership of the Withdrawing Member'sMembership Interest.

Liability and Release. Any transferee of a Withdrawing Member's MembershipInterest shall assume in writing all of the obligations of his transferor under andpursuant to this Agreement and shall thereupon be a Member for all purposes asif an original signatory hereto. Upon such transfer and assumption, thetransferor shall be released from all obligations hereunder accruing after theeffective date of the transfer.

ARTICLE XIITERMINATION AND DISSOLUTION

Consent. Upon consent of at least a majority in interest of the Member(s), theCompany can be dissolved and terminated.

Withdrawal of A Member. If the Other Members do not elect to purchase all ofthe Membership Interest of a Withdrawing Member, the Members shall proceedwith reasonable promptness to liquidate the Company.

ARTICLE XIIIARBITRATION

If there is a deadlock on any issue submitted to the members for a vote, or ifthere is any dispute as to the interpretation of any provision hereof, such disputeshall be resolved by arbitration. The arbitrators shall be appointed and sucharbitration shall be conducted in Fairfax County, Commonwealth of Virginia, inaccordance with the rules then obtaining of the American ArbitrationAssociation, and judgment upon the award rendered shall be final and bindingupon all Members and may be entered in any court having jurisdiction thereof.The expense of arbitration shall be borne by the Company.

ARTICLE XIVLIQUIDA nON AND DISTRIBUTION

Liquidation of Company. In the event of the dissolution of the Company, theMembers shall wind up the affairs of the Company and the liabilities of theCompany shall be paid in the order provided in Section 14.2. The property maybe sold, if a reasonable price may be obtained therefore, and the proceeds thereofas well as all other cash and properties of the Company shall be distributed in theorder provided in Section 14.2.

14.2 Order of Payments and Distributions. In the event of dissolution of theCompany, the liabilities of the Company shall be paid, and the remaining cashand other properties of the Company shall be distributed in the following order:

14.2. All of the Company's debt and liabilities to creditors, other than Members, shallbe paid and discharged;

14.2.2 All of the Company's debts and liabilities to Members shall be paid anddischarged; and

14.2.3 The remaining assets shall thereupon be distributed to the Members in the sameproportion as the Membership Interest of each Member bears to the MembershipInterest of all Members. Distribution of assets to Members may be in cash or inkind or any reasonable basis as determined by a Majority in Interest of theMembers.

ARTICLE XVMISCELLANEOUS

Binding Effect. All of the terms, covenants and conditions herein containedshall inure to the benefit of and be binding upon the parties hereto, theirsuccessors and assigns; provided, however, that any transfer of any interestherein in violation of any of the provisions hereof, shall confer no rights uponthe transferees.

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Notices. Expect where expressly provided otherwise in this Agreement,whenever it is provided in this Agreement that notice, demand, request or othercommunication shall be given to or served upon any of the Members by another,any such notice, demand, request or communication shall be in writing andpersonally delivered or sent by certified or registered mail return receiptrequested, addressed to the Member at the address set forth in the first paragraphof this Agreement or to such other place or attention as any Member shallspecify by notice. Such demand, notice, request or communication shall beeffective for the purpose hereof only when and if so personally delivered ormailed, as the case may be.

15.3 Amendment. This Agreement may be amended at any time by written consentof a Majority in Interest of the Members, except that no amendment which hasthe effect of reducing a Member's Membership Interest shall be effective unlesssigned by such Member.

Counterparts. This Agreement may be signed in multiple counterparts each ofwhich taken together will be deemed an original.

15.5 Entire Agreement. This Agreement is the entire agreement of the parties withrespect to the matters contained herein.

Governing Law. This Agreement shall be governed under and construed inaccordance with Virginia Law.

IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreementeffective on the date set forth at the beginning hereof.

MEMBERS

SHAPETM Financial Corporation

By:-~~,~~~. President & CEO