OPERATING AGREEMENT (this “Agreement”) of IHR INVEST HOSPITALITY HOLDINGS, LLC the “Company”), dated as of September ___, 2007, by and among HOTEL INVEST DEUCE MM, LLC, a Delaware limited liability company, having an address at 280 Park Avenue, New York, New York 10017, as managing member (the “III Manager” or the “Managing Member”), and HOTEL INVEST DEUCE LP, LLC, a Delaware limited liability company, having an address at 280 Park Avenue, New York, New York 10017 (the “III Non-Managing Member”) and INTERSTATE INVEST, LLC, a Delaware limited liability company, having an address at 4501 North Fairfax Drive, Suite 500, Arlington, Virginia 22203 (the “Partner Non-Managing Member”), as non-managing members (the III Non-Managing Member and the Partner Non-Managing Member are, collectively, the “Non-Managing Members”). (The Managing Member and the Non-Managing Members are sometimes herein collectively referred to as the “Members”).

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“Business Plan” shall mean the business plan adopted by the Managing Member from time to time for the operation and management of Company Property, including, without limitation, the capital budget, and the operating budget for the operation of the Company Property for the next calendar year, any proposed franchise agreement, any promotional and advertising materials relating to the Company Property, the acquisition, lease, financing, restructuring or disposition of any asset of the Company and/or any Project Entity, and the Company’s compliance with the terms of each contract and agreement binding upon the Company and/or any Project Entity (a copy of the initial Business Plan is annexed hereto and made a part hereof as Exhibit “2”).
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Section 7.4 Business Plan. Managing Member shall prepare and formulate or cause to be prepared and formulated a proposed annual business plan for approval by the Members (the “Business Plan”). The proposed Business Plan for each Fiscal Year, or part of a Fiscal Year, when prepared by Managing Member and delivered to the Members for approval, shall include, to the extent applicable:

7.4.1 if applicable for that Fiscal Year, any Rehabilitation Plans, Rehabilitation Budgets and rehabilitation schedules;

7.4.2 a leasing and marketing plan and proforma which includes an outline of the terms under which space at all of the Properties shall be offered for lease, and a narrative description of any marketing and leasing activities proposed to be undertaken;

7.4.3 an insurance and risk management program listing the insurance coverage to be maintained by the Company or third parties for the benefit of the Company and the Members;

7.4.4 a monthly cash flow statement for the upcoming year and a narrative of the goals and objectives of the Property Managers for the Properties for the upcoming year together with a projection on a quarterly basis of the Net Cash Flow expected to be distributed to the Members during such Fiscal Year; and

7.4.5 such other schedules and plans as are necessary for the rehabilitation, marketing, leasing, operation, management, financing, refinancing, sale and other disposition of the Properties.

The proposed Business Plan shall be submitted to Fannie Mae for its approval not less than forty-five (45) days before the first day of the Fiscal Year covered by such Business Plan. During such forty-five (45) day period the Members shall cooperate with one another and endeavor in good faith to agree to the adoption of the Business Plan in a timely manner. The failure of the Members to agree upon a Business Plan in writing within the forty-five (45) day period shall be deemed to be disapproval of the proposed Business Plan. If the Members have not agreed upon a Business Plan before the commencement of a Fiscal Year, then, until a Business Plan is approved by the Members, Managing Member shall cause the Property to be developed and/or operated in accordance with the Business Plan most recently approved by the Members and shall pay any expenses which the Company is contractually obligated to pay pursuant to contracts which have been approved in accordance with the terms of this Agreement except that no new capital improvement project shall be deemed approved and undertaken except to the extent required by the terms of any Mortgage Loan.
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OF

BIG RIVER RESOURCES GRINNELL, LLC

THIS OPERATING AGREEMENT is hereby adopted and entered into effective as of February 1, 2007, by and between Big River Resources, LLC, an Iowa limited liability company (“Big River”) and US BioEnergy Corporation, a South Dakota corporation (US BioEnergy), each a “Member” and collectively, the “Members,” pursuant to the provisions of the Act (as defined below), on the terms and conditions set forth herein.

RECITALS

The Members have caused Big River Resources Grinnell, LLC (the “Company”) to be formed for the purpose of developing, constructing, owning and operating a 100 million gallon per year, natural gas-fired dry grind ethanol production facility near Grinnell, Iowa (the “Project”).

In consideration of the foregoing and the mutual covenants and promises contained herein, the Members agree as follows:

SECTION 1

THE LIMITED LIABILITY COMPANY

1.1 Formation and Agreement.

The Members have caused the Company to be formed as an Iowa limited liability company pursuant to the provisions of the Act. The Members hereby agree that this Agreement constitutes an “operating agreement” within the meaning of section 490A.102 of the Act. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provisions, this Agreement, to the extent permitted by the Act, shall control.

1.2 Name.

The name of the Company shall be Big River Resources Grinnell, LLC, and all business of the Company shall be conducted in such name, provided that a tag line such as “a joint venture with US BioEnergy” or other reference to US BioEnergy that identifies US BioEnergy’s ownership and involvement with the Company shall be used with the name of the Company in the conduct of all business of the Company. The name of the Company may be changed from time to time by the Members in accordance with the Act.
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This Operating Agreement is entered into as of March 2, 2005 by and between K-Tahoe Investments, Ltd. (“K-Tahoe) and Front Row Films, Inc. (“FRF”) (sometimes collectively referred to as “Emmons”) and National Lampoon, Inc. (“Lampoon”), (Emmons and Lampoon and additional members who may be admitted as hereinafter provided are referred to individually as a Member and collectively as the “Members”).

A. The Members have formed a limited liability company (“Company”) pursuant to the applicable laws of the State of Delaware (the “Act”). The Certificate of Formation (the “Certificate”) of the Company filed with the Delaware Secretary of State on September 30, 2004 under the initial name of Comedy Radio Partners, LLC, is hereby adopted and approved by the Members. The Company subsequently changed its name by a filing dated March 2, 2005 to NL Radio, LLC.

B. The initial purpose of the Company is the financing and launching of a radio network whose primary purpose is to program a 24/7 entertainment/lifestyle radio format under the National Lampoon brand.

C. Emmons Media Group (predecessor in interest to K-Tahoe) and Lampoon have heretofore entered into a letter agreement dated December 21, 2004 (the “Letter Agreement”), pursuant to which the parties agreed upon the basic terms of their business relationship; this Operating Agreement is intended to supplement the terms of the Letter Agreement. However, in the event of a conflict between this Operating Agreement and the Letter Agreement, the terms of the Letter Agreement shall control. It is acknowledged by the parties that K-Tahoe has succeeded to all of the rights and obligations of Emmons Media Group under the Letter Agreement;

D. The Members are entering into this Operating Agreement in order to provide for the governance of the Company and the conduct of its business and to specify their relative rights and obligations.
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A Delaware Limited Liability Company

This OPERATING AGREEMENT (this “Agreement”) of SFF ROYALTY, LLC (the
“Company”), effective as of November 26, 2007, is (a) adopted by the Managers
(as defined in Section 5.01), (b) executed and agreed to, for good and valuable
consideration, by the Members (as defined in Section 2.01), and (c) supersedes
and replaces all prior Operating Agreements adopted for the Company.

Article 1
Organization

1.01. Formation. The Company has been organized as a Delaware limited
liability company by the filing of a Certificate of Formation (the
“Certificate”) under and pursuant to the Delaware Limited Liability Company Act
(as amended from time to time, the “Act”).

1.02. Name. The name of the Company is “SFF ROYALTY, LLC” and all
Company business must be conducted in that name, or such other names that may be
selected by the Managers and that comply with applicable law.

1.03. Registered Office; Registered Agent; Offices. The registered
office and registered agent of the Company in the State of Delaware shall be as
specified in the Certificate or as designated by the Managers in the manner
provided by applicable law. The offices of the Company shall be at such places
as the Managers may designate, which need not be in the State of Delaware.
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This Amended and Restated Operating Agreement, made and entered into On April 27, 2007 and effective as of January 1, 2007 (the “EFFECTIVE DATE”), governs the relationship between the undersigned Members of William Rast Licensing, LLC, a California limited liability company (the “LLC”), and between the LLC and the undersigned Members, pursuant to the Beverly-Killea Limited Liability Act as amended from time to time (the “ACT”), and the Articles of Organization for the LLC. In consideration of their mutual promises, covenants, and agreements, the parties hereto do hereby promise, covenant, and agree as set forth herein.

RECITALS

A. Bella Rose, LLC, a California limited liability company (“BR”) and a wholly-owned subsidiary of People’s Liberation, Inc., a Delaware corporation (“PEOPLE’S LIBERATION”), and William Rast Enterprises, LLC, a Delaware limited liability company (“WRE”) are parties to letter agreements which contemplate the formation of a joint venture to exploit the William Rast(TM) trademark (the “VENTURE”), which letter agreements are dated March 15, 2005 and entered into on or around April 27, 2005 (the “LETTER AGREEMENTS”).
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OPERATING AGREEMENT OF

IMPERIUM GRAYS HARBOR, LLC

THIS OPERATING AGREEMENT (this “Agreement”) of IMPERIUM GRAYS HARBOR, LLC, a Washington limited liability company (the “Company”) is dated effective as of September 20, 2006 (the “Effective Date”) by and among Imperium Renewables, Inc., a Washington corporation (“Imperium”), with offices located at 1418 Third Avenue, Suite 300, Seattle, WA 98101, and Royal Caribbean Cruises, Ltd., a Liberia corporation with offices located at 1050 Caribbean Way, Miami, FL 33132 (“RCL”), and those Persons whose names are set forth on Exhibit A as attached hereto along with their permitted successors and assigns (the “Members”), together with any other Persons who become Members in the Company as provided herein.

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OPERATING AGREEMENT

OF

TENNESSEE VALLEY AGRI-ENERGY, LLC

THIS OPERATING AGREEMENT is hereby adopted and entered into effective as of the Effective Date (as defined below), by the Members (as defined below), pursuant to the provisions of the Act (as defined below), on the terms and conditions set forth herein.

SECTION 1

THE LIMITED LIABILITY COMPANY

1.1 Formation and Agreement.

The Members have caused the Company to be formed as a Delaware limited liability company pursuant to the provisions of the Act. The Members hereby agree that this Agreement, sometimes referred to herein or in other documents as an operating agreement, constitutes a “limited liability company agreement” within the meaning of section 18-101 (7) of the Act. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provisions, this Agreement, to the extent permitted by the Act, shall control.

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OPERATING AGREEMENT

OF

SHOW ME ETHANOL, LLC

THIS OPERATING AGREEMENT is made and entered into as of the 24^th day of January, 2006 (the “Effective Date”) by and among the Persons executing this Agreement as Members and/or Managers on the signature page hereof.

WHEREAS, the Members have caused SHOW ME ETHANOL, LLC (the “Company”) to be formed on January 24, 2006 as a limited liability company under the Missouri Limited Liability Company Act (the “Act”) and, as required thereunder, do hereby adopt this Operating Agreement as the operating agreement of the Company;

WHEREAS, by executing this Agreement, each of the Members hereby (a) ratifies the formation of the Company and the filing of the Articles, (b) confirms and agrees to the Members’ status as members of the Company, and (c) continues the existence of the Company for the purposes hereinafter set forth, subject to the terms and conditions hereof;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto agree as follows:

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OPERATING AGREEMENT
OF
KYKUIT RESOURCES, LLC

THIS OPERATING AGREEMENT (the “Agreement”) is entered into as of this 8^th day of May, 2007, by and between the undersigned Members of KYKUIT RESOURCES, LLC, an Ohio Limited Liability Company (the “Company”).

RECITALS

The parties have agreed to organize and operate a limited liability company under the laws of the State of Ohio in accordance with the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the parties, intending legally to be bound, agree as follows:

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