OPERATING AGREEMENT OF NNA, LLC

OPERATING AGREEMENT
OF
NNA, LLC

THIS OPERATING AGREEMENT (this "Agreement") is made and entered into as of
March , 2000, by and among NN Ball & Roller, Inc., a Delaware corporation
("NN"), General Bearing Corporation, a Delaware corporation ("GBC"), and ▇▇. ▇▇▇
Xiang Gui, an individual, (hereinafter sometimes referred to individually as a
"Member" or collectively as the "Members").

RECITALS

WHEREAS, the Members desire to form a limited liability company called
NNA, LLC (the "Company") pursuant to the provision of the Tennessee Limited
Liability Company Act, Tenn.Code ▇▇▇. Sections 48-201, et seq. (the "Act"); and

WHEREAS, the Members, being all of the members of the Company, desire and
agree to enter into this Operating Agreement in accordance with ss.▇▇-▇▇▇-▇▇▇ of
the Act;

NOW, THEREFORE, in consideration of the mutual covenants and premises
herein, and for other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

ARTICLE I
GENERAL PROVISIONS

Section 1.1. Formation of the Company. The Members hereby form the Company
and associate themselves as Members in the Company as formed under and pursuant
to the provisions of the Act for the purposes set forth in this Operating
Agreement. The Manager (as defined in Section 2.1 hereof) shall take such
actions as may be required to effect such formation including registration of
the Company as a foreign limited liability company in any other jurisdiction in
which such registration is necessary or appropriate. The costs and expenses
associated with such formation shall be borne by the Company and the Company
shall reimburse each Member for any and all out-of-pocket costs incurred by the
Member directly related to the formation of the Company. The term of the Company
shall be as set forth in the Articles of Organization of the Company and shall
continue until dissolution and termination of the Company in accordance with the
provisions thereof and hereof.

Section 1.2. Name. The business and affairs of the Company shall be
conducted solely under the name of "NNA, LLC" and such name shall be used at all
times in connection with the business and affairs of the Company.

Section 1.3. Purpose. The Company is organized for a profit and the nature
of its business and purposes to be conducted or promoted are to engage in any
lawful act or activities for which limited liability companies may be organized
under the Act.

Section 1.4. Place of Business. The Company shall maintain an office and
principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇,
or at such other place or places as the Manager may from time to time designate.

Section 1.5. Names and Addresses of the Members and Initial Manager. The
names and mailing addresses of the Members and the initial Manager of the
Company are as follows:

Name of Member Address of Member
-------------- -----------------

NN Ball & Roller, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇

General Bearing ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇

▇▇. ▇▇▇ Xiang Gui ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
People's Republic of China

Name of Initial Manager Address of Initial Manager
----------------------- --------------------------

NN ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇

Section 1.6. Registered Office and Resident Agent. The name of the
Company's resident agent for service of process in Tennessee and its registered
office in Tennessee shall be NN at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇.

ARTICLE II
DEFINITIONS

Section 2.1. Definitions. Capitalized terms used in this Agreement shall
have the meanings set forth below or as otherwise specified herein:

"Affiliate" means (1) any executive officer or director of a Member or
Manager, (2) any person that controls, is controlled by or is under common
control with such Member or Manager, and (3) any executive officer or director
of any entity described in (2) above.

"Agreement" means this Operating Agreement, as the same may be further
amended and/or restated from time to time.

"Available Cash" means any Net Cash Receipts not required by the Company
for ongoing operations or working capital needs as determined by the Manager.

"Capital Account" has the meaning set forth in Section 6.3 hereof.

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

"Company" means NNA, LLC.

"Dissolution Proceeds" is defined in Section 10.2.

"Excess Cash" means any remaining Available Cash after repaying any
outstanding amounts on the lines of credit provided by NN and GBC.

A Member's "Interest" in the Company means the right of such Member to any
and all distributions to which such Member may be entitled as provided in this
Agreement, together with the duties and obligations of such Member to comply
with all of the terms and provisions of this Agreement.

"Manager" means the person(s) designated as Manager of the Company
pursuant to Section 7.1 hereof (and their respective successors).

"Member" has the meaning set forth in the introductory paragraph.

"Members Owning a Majority in Interest" shall mean Members who, in the
aggregate, hold not less than a majority of the Percentage of Ownership of the
Company owned by all of the Members entitled to vote on the decision being
taken.

"Net Book Value" means the Company's total assets less its total
liabilities as shown on its last regularly prepared balance sheet.

"Net Cash Receipts" for the applicable period means the gross receipts of
the Company during such period, plus any reductions in funded reserves arising
out of the reversal of such reserves, less the following: (1) operating expenses
paid during such period; (2) interest and principal paid during such period on
indebtedness of the Company, including indebtedness to Members; (3) expenditures
for capital improvements and other capital items paid during such period; and
(4) additions to reserves made during such period. For purposes of the
foregoing, (a) gross receipts of the Company shall not include Dissolution
Proceeds, or any amount entering into the calculation thereof, and shall not
include capital contributions or loans by the Members; (b) reserves for
anticipated or contingent liabilities and working capital shall be established
for the Company in such amounts as are reasonably determined by the Manager; and
(c) no deductions from gross receipts of the Company shall be made for amounts
paid out of funded reserves.

"Officer" shall mean the individuals designated or elected as President,
Vice President, Secretary, or Treasurer as provided in this Agreement.

"Percentage of Ownership" shall be, for each Member, the percentage of the
Member's Interest in proportion to the total Interests held by all of the
Members in the Company and shall initially be as set forth opposite such
Member's name, as follows:

Member Percentage of Ownership
------ -----------------------

NN 33.33%

GBC 33.33%

▇▇. ▇▇▇ Xiang Gui 33.33%

100.0%

"Treasury Regulation(s)" means the Income Tax Regulations promulgated by
the United States Department of the Treasury under the Code, as such Treasury
Regulations may be amended or supplemented from time to time.

Section 2.2. Additional Definitions. The definitions in Section 2.1 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun used herein shall include the
corresponding masculine, feminine and neuter forms. The term "person" includes
individuals, partnerships, corporations, limited liability companies, trusts,
and other associations. The words "include," "includes," and "including" shall
be deemed to be followed by the phrase "without limitation." The words "herein,"
"hereof," "hereunder," and similar terms shall refer to this Agreement, unless
the context otherwise requires.

ARTICLE III
CAPITAL CONTRIBUTIONS AND LINES OF CREDIT

Section 3.1. Initial Capital Contributions. As of the date hereof, the
Members have heretofore made their respective capital contributions to the
Company as reflected on Schedule 1 attached hereto and incorporated herein by
reference.

Section 3.2. Additional Capital Contributions. Each Member may from time to
time transfer and convey to the Company as a contribution to the capital of the
Company items of property or cash, as approved by the Members. Except for the
capital contributions made pursuant to Section 3.1, no Member is required to
make any additional capital contributions to the Company. In the event the
Company needs additional capital, as determined by the Members, each Member
shall have the right to share in providing such additional capital.

Section 3.3. Lines of Credit. NN and GBC will establish lines of credit
with the Company in such amounts, at such times, and on such terms and
conditions as NN and GBC may agree from time to time. NN and GBC shall each
initially establish a $125,000 line of credit, which may be drawn upon, from
time to time, by the Company, as the Manager determines necessary. The loans
under the lines of credit shall be made on a pro-rata basis between NN and GBC
and shall not be deemed contributions to the capital of the Company.

Section 3.4. Distributions of Capital; No Interest on Capital; Limitation
on Contributions. Except as expressly provided in Article IV and/or Article X
hereof, (a) no Member shall be entitled to withdraw or to receive distributions
of or against its capital contributions until all liabilities of the Company
have been paid or sufficient property of the Company remains to pay them, the
prior written consent of all Members has been obtained, and upon the terms and
conditions agreed upon by all of the other Members; (b) no Member shall be paid
interest on any capital contribution; and (c) no Member shall have any priority
over any other Member as to contributions or as to compensation by way of
income.

ARTICLE IV
DISTRIBUTIONS

Section 4.1. Distributions. Subject to the provisions of Section 10.2
hereof (governing the application of Dissolution Proceeds), the Company's
Available Cash shall be first used to repay any outstanding amounts on the lines
of credit provided by NN and GBC. Distributions of any Excess Cash may be made
to the Members upon the unanimous consent of all Members based on each Member's
Percentage of Ownership.

Section 4.2. Distributions to Be Made In Cash. Unless otherwise determined
by the Members, all distributions shall be made in cash and no Member shall have
the right to receive distributions of property other than cash either during the
term of the Company or upon its dissolution. No Member may be compelled to
accept a distribution of any property other than cash from the Company unless
all Members receive undivided ownership interests therein that are in proportion
to their respective Percentage of Ownership.

ARTICLE V
ALLOCATION OF PROFITS AND LOSSES

Section 5.1. Allocations with Respect to Tax Matters.

(a) Solely for tax purposes, income, gain, loss and deduction with
respect to property contributed to the Company by any Member shall (before
allocations are made under Section 5.2 hereof) be allocated in accordance
with Section 704(c) of the Code, Treasury Regulations issued thereunder,
and Treasury Regulation ss. 1.704-1(b)(2)(iv)(g), so as to take account of
any variation between the basis of the property to the Company and its fair
market value at the time of contribution.

(b) For purposes of determining the Members' respective shares of
nonrecourse liabilities of the Company under Treasury Regulation ss.
1.752-3(a)(3), it is hereby specified that each Member's interest in
Company profits is his Percentage of Ownership.

(c) If, during any taxable year of the Company, there is a change in
any Member's Interest in the Company, then the Manager shall cause the
allocations of the Company's income, gain, losses, deductions and credits
(and items thereof) to be made in a manner which takes into account the
varying interests of the Members in the Company during such taxable year in
accordance with Code Section 706(d) and the Treasury Regulations issued
thereunder.

Section 5.2. Profits and Losses. Subject to Section 5.1 hereof, the
Company's income, gain, losses, deductions and credits (and items thereof), for
each fiscal year of the Company, shall be allocated among the Members (for both
book and tax purposes) in proportion to their respective Percentage of
Ownership.

ARTICLE VI
ACCOUNTING

Section 6.1. Accounting Methods. The Company books and records shall be
prepared in accordance with United States generally accepted accounting
principles, consistently applied, except that the Members' Capital Accounts
shall be maintained as provided in this Agreement. The Company shall be on an
accrual basis for both tax and accounting purposes. All Federal, state and local
tax returns of the Company shall be prepared by the Manager or by the Company's
certified public accountants, under the direction of the Manager. NN is hereby
designated as the "Tax Matters Partner" for the Company (as such term is defined
in Section 6213(a)(7) of the Code).

Section 6.2. Fiscal Year. The fiscal year of the Company shall be the
calendar year, except that the first fiscal year shall be the period beginning
on the date of formation of the Company and ending on December 31, 2000.

Section 6.3. Capital Accounts. A capital account ("Capital Account") shall
be established for each Member and shall be determined, maintained and adjusted
in accordance with Treasury Regulation ss. 1.704-1(b)(2)(iv) and in accordance
with the provisions of this Agreement. The Capital Accounts of the Members shall
be adjusted upon each distribution of property by the Company to a Member to the
extent required by and in the manner described in Treasury Regulation ss.
1.704-1(b)(2)(iv)(e).

Section 6.4. 754 Election. In the case of a transfer of a Company Interest
which is permitted by this Agreement and which is made in the manner provided in
Section 743 of the Code, upon the request of the transferee of such Company
Interest, the Company shall file an election under Section 754 of the Code in
accordance with procedures set forth in the Treasury Regulations applicable
thereto.

Section 6.5. Tax Status. Notwithstanding any provision of this Agreement to
the contrary, solely for Federal income tax purposes, each of the Members hereby
recognize that the Company will be subject to all provisions of Subchapter K of
Chapter 1 of Subtitle A of the Code; provided, however, the filing of U.S.
Partnership Tax Returns shall not be construed to extend the purposes of the
Company or expand the obligations or liabilities of the Company or its Members.

Section 6.6. Financial Statements and Tax Returns. Within 90 days after the
end of each fiscal year the Manager shall send financial statements of the
Company to each Member for the year then ended. As soon as practicable after the
end of each year, the Manager shall also send each Member a copy of the federal
and state tax return of the Company for the year then ended along with all other
tax information reasonably necessary for the preparation by each Member of its
tax matters.

ARTICLE VII
MANAGEMENT

Section 7.1. Appointment of Manager. The Company shall have one (1)
Manager, who shall be appointed yearly by the agreement of NN and GBC. NN is
hereby designated as the initial Manager of the Company, to serve until its
successor is appointed.

Section 7.2. Authority of Manager.

(a) The management of the Company shall be vested exclusively in the
Manager, and subject to the rights expressly granted to the Members under
other provisions of this Agreement, the Manager shall have the exclusive
right, authority, and responsibility to manage and control the business,
affairs and the day-to-day operations of the Company, and to make all
decisions with respect thereto. Pursuant to this Article VII and subject to
the other provisions of this Agreement, the Manager shall have all of the
rights and powers of a "manager" as provided in the Act and as otherwise
provided by law.

(b) Without in any way limiting the general powers and authority of
the Manager, the Manager shall have the exclusive right, power and
authority, on behalf of the Company and in its name, to:

(1) Acquire, purchase, hold, exercise, operate, lease and manage
the business property of the Company and to contract for and enter
into agreements with others with respect to the acquisition, purchase,
holding, exercise, operation, leasing and management of such business
property;

(2) To execute and deliver, in furtherance of any or all of the
purposes of the Company, any deed, lease, mortgage, security
agreement, note, ▇▇▇▇ of sale, contract or other instrument purporting
to convey, exchange, sell or encumber all or any part of the business
property or any interest therein of the Company;

(3) To execute and deliver any and all agreements, contracts,
documents, certifications, and instruments necessary or convenient in
connection with the ordinary conduct of the business and affairs of
the Company and to give such receipts, releases and discharges with
respect to all of the foregoing and all matters incident thereto;

(4) To draw on the NN and GBC lines of credit as provided in
section 3.3;

(5) To deposit or invest Company funds in such interest-bearing
or non-interest bearing investments or accounts at a federally insured
bank as the Manager deems advisable to the extent such funds are not
then required for Company operations and are not required to be
distributed pursuant to this Agreement;

(6) To the extent that the funds of the Company are available
therefor, to pay (or prepay) all debts and other obligations of the
Company; and

(7) To supervise the operation, maintenance, manufacture,
management and repair of the business property, including hiring,
coordinating the services of, supervising the performance of, and
terminating employees, independent contractors and other persons
necessary or appropriate to carry out the business and purposes of the
Company.

(c) Any person dealing with the Company or the Manager may rely upon a
certificate signed by the Manager, thereunto duly authorized, as to:

(1) The identity of the Manager or any Member;

(2) The existence or non-existence of any fact which may
constitute a condition precedent to acts by the Manager or any Member
or in any other matter germane to the affairs of the Company;

(3) The persons who are authorized to execute and deliver any
instrument or document of the Company; or

(4) Any act or failure to act by the Company.

Section 7.3. Outside Activities of Manager. The Manager shall not be
required to manage the Company as its sole and exclusive function, but shall
devote whatever time, effort and skill as may be reasonably necessary to the
conduct of the Company's business.

Section 7.4. Limitations on Manager. The Manager shall not, without the
prior written consent of all Members not then in default:

(a) Issue any new or additional ownership in the Company to any third
party or Member;

(b) Sell all or substantially all of the assets of the Company;

(d) Incur any indebtedness of the Company other than as set forth in
Section 3.3 above;

(e) Merge or consolidate the Company with another entity;

(f) Make distributions of Excess Cash;

(g) Admit new members to the Company;

(h) Do any act in contravention of this Agreement; or

(i) Do any act which would make it impossible to carry on in the
ordinary course of the business of the Company.

Section 7.5. Indemnification of Manager. The Company shall indemnify the
Manager and its agents and affiliates (and their respective partners, directors,
officers, employees, agents, members, shareholders and affiliates) against any
and all losses, liabilities, damages or expenses (including, without limitation,
reasonable attorneys' fees and expenses in connection therewith in amounts paid
in settlement thereof) to which the Manager or any of such persons may directly
or indirectly become subject, but only to the extent that the Manager or such
other person (a) acted in good faith and in conformity with this Agreement, (b)
acted in a manner reasonably believed to be in the best interests of the
Company, and (c) was neither grossly negligent nor engaged in willful
misconduct.

Section 7.6. Management Fee. No fee shall be paid to the Manager for its
services, but the Manager shall be reimbursed for all expenses, including
allocated costs of personnel, overhead, and any other costs associated with
management duties of the Company.

ARTICLE VIII
MEETINGS AND VOTING

Section 8.1. Meetings of Members. Meetings of Members may be held for any
purpose or purposes, unless otherwise prohibited by statute or by the Articles
of Organization, and may be called by the Member(s) holding not less than twenty
percent (20%) of the Percentage of Ownership of the Company. Such written
request shall state the purpose or purposes of the proposed meeting. Business
transacted at any meeting of the Members shall be limited to the purposes stated
in the notice.

Section 8.2. Location of Meetings. All meetings of the Members shall be
held at such place, either within or without the State of Tennessee, as shall be
designated from time to time by the Manager as stated in the notice of the
meeting or in a waiver of notice thereof. In the event that the Manager shall
fail to fix the place for a meeting of the Members, such meeting shall be held
at the Company's principal office. Upon the option of the Members, meetings of
the Members may be held by telephone.

Section 8.3. Notice of Meetings. Notice of each meeting of the Members
stating the place, date and hour of the meeting and, the purpose or purposes for
which the meeting is called, shall be given to each Member entitled to vote at
such meeting not less than ten (10) days and not more than sixty (60) days
before the date of the meeting.

Section 8.4. Waiver of Notice. Whenever any notice is required to be given
to any Member under the provisions of this Agreement, or of the Articles of
Organization or of any law, a waiver thereof in writing signed by such Member,
whether before or after the time stated therein, shall be deemed the equivalent
to the giving of such notice. Attendance of a Member at a meeting shall
constitute a waiver of notice of such meeting, except when the Member attends a
meeting for the express and exclusive purpose of objecting at the beginning of
the meeting to the transaction of any business because the meeting was not
lawfully called or convened.

Section 8.5. Actions and Voting by Members. Except as otherwise
specifically provided in the Act, the Articles of Organization or this
Agreement, all decisions reserved to the Members by this Agreement shall be made
by Members Owning a Majority in Interest. Similarly, at any meeting, Members
Owning a Majority in Interest shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the Act,
the Articles of Organization or this Agreement, a different vote is required.

Section 8.6. Proxies. At all meetings of the Members, every Member having
the right to vote thereat shall be entitled to vote in person or by proxy
appointed by an instrument in writing subscribed by such Member and bearing a
date not more than three (3) years prior to such meeting.

ARTICLE IX
TRANSFER OF MEMBERS' INTERESTS

Section 9.1. Restrictions. Without the unanimous written consent of all the
Members, no Member may sell, assign, transfer, pledge, mortgage, or otherwise
dispose of all or any part of his or her Interest in the Company except any
Member may assign its Interest in the Company to another individual in its
immediate family or a corporation which is wholly-owned by that Member without
the consent of the other Members. As a condition to any transfer or assignment
of a Member's Interest, the transferor and the transferee shall provide such
legal opinions and documentation as the non-transferring Members shall
reasonably request.

Section 9.2. Additional Members. The Company may admit additional Members
only with the unanimous written consent of all Members.

Section 9.3. Sale of Member Interest to the Company. Each Member (the
"Selling Member") shall have the right to sell its Interest in the Company to
either the Company or the other Members (in proportion to their Member
Interests) at a price equal to the Net Book Value of the Member's Interest or at
a price mutually agreed upon at the time by all of the Members. If neither the
Company nor any Member agrees to purchase the Interest of the Selling Member
within 60 days of the Selling Member's notice of intent to sell, the Selling
Member shall have the right to cause the Company to be dissolved, wound up, and
liquidated, as provided under Article X herein. Upon the sale of Selling
Member's Interest in the Company, the Selling member shall transfer to the
Company or provide a license for the Company to use (depending on the nature of
the asset) any assets Selling Member owns which are exclusively used in and
devoted to the business and operations of the Company. In addition and if
applicable, the Selling Member shall provide the use of equipment, warehouse
space, and other services for 180 days following the sale to ensure a smooth
transition of the Selling Member's Interest. All Company assets, of any type, in
the possession of the Selling Member, shall be transferred to the Company upon
the sale of such Member's Interest.

Section 9.4. Payment of Purchase Price. Except as otherwise provided
herein, whenever the Company or any Member is obligated or elect to purchase a
Selling Member's Interest, that Interest shall be purchased by delivery of the
lesser of 25% of the purchase price or $50,000, in cash and a promissory note
for the unpaid balance of the purchase price. Such promissory note shall be
payable in forty (40) quarterly installments, with the first such

installment being due on the first day of the quarter following the quarter in
which the cash down payment was made. The unpaid balance of the purchase price
shall bear interest at LIBOR plus 100 basis points. The promissory note shall
also provide that, should default be made in payment of any installment when
due, the whole sum of principal and interest shall, at the option of the holder,
become immediately due and payable, and that if an action is instituted on the
promissory note, the Company or the Members, as the case may be, promise to pay
reasonable attorneys' fees and costs of collection. The obligor shall have the
right to pay any or all installments, in full or in part, at any time prior to
maturity, without penalty. The note shall be secured by the Interest being
purchased by the Payor from the Selling Member and shall be further secured, to
the extent permitted by existing agreements to which the Company is bound, by
liens on the real property of the Company, evidenced by mortgages and deeds of
trust, as appropriate, and by the granting of a security interest in the
tangible and intangible personal property of the Company, accounts receivable,
contract rights and general intangibles, which security interest shall be
granted in a Security Agreement in a form acceptable to the Selling Member.

ARTICLE X
DISSOLUTION OF THE COMPANY

Section 10.1. Dissolution Acts.

(a) No act, thing, occurrence, event or circumstance shall cause or
result in the dissolution of the Company except that the happening of any
one of the following events shall work as an immediate dissolution and
termination of the Company:

(1) A determination by all of the Members not then in default
hereunder to dissolve and terminate the Company;

(2) The exercise of a Selling Member's right to cause a
dissolution of the company pursuant to Section 9.3; or

(3) Any event described in ss. 245-101 of the Act ("Event(s) of
Withdrawal") causing the last remaining Member to cease to be a member
of the Company under the terms of the Act.

(b) The Company is hereby granted a right to continue and, absent the
unanimous consent of all remaining Members to the contrary, shall continue,
upon an Event of Withdrawal of a Member (other than the last remaining
Member), or upon the occurrence of any other event which terminates the
continued membership of a Member in the Company.

(c) Without limiting the other provisions hereof, neither the
assignment of all or any part of a Member's Interest hereunder, nor the
admission of a new Member shall work the dissolution and termination of the
Company.

Section 10.2. Distribution of Proceeds on Dissolution; Reserves. Upon the
dissolution and termination of the Company, the Manager shall file a notice of
dissolution pursuant to ss. 245-401 of the Act and shall proceed with the
liquidation and winding up of the Company pursuant to

ss. 245-501 of the Act as promptly as possible, but in an orderly and
businesslike manner so as not to involve undue sacrifice, and the proceeds
therefrom and any other funds and assets of the Company (the "Dissolution
Proceeds"), shall be applied and distributed as follows and in the following
order of priority:

(a) First, to the payment of debts and liabilities to creditors of the
Company, including to Members, and the expenses of liquidation;

(b) Second, to the Members in accordance with and to the extent of
their respective positive Capital Account balances; and

Section 10.3. No Negative Capital Account Restoration. In no event shall
any Member be required to contribute capital to restore a negative balance in
such Member's Capital Account upon the liquidation of the Company or such
Member's Interest, or at any other time.

ARTICLE XI
GENERAL

Section 11.1. Notices. Any notice, request, approval, consent, demand or
other communication required or permitted hereunder shall be given in writing by
(a) personal delivery, (b) expedited delivery service with proof of delivery,
(c) United States Mail, postage prepaid, registered or certified mail, return
receipt requested, or (d) prepaid telegram, facsimile or telex, confirmed
receipt requested (provided that such telegram, facsimile or telex is confirmed
by expedited delivery service or by mail in the manner previously described),
and shall be sent to each party at his respective address set in Section 1.5
hereof (or, in the case of the Company, the principal office address established
pursuant to Section 1.6 hereof), or to such different address as such addressee
shall have designated by written notice sent in accordance herewith, and shall
be deemed to have been given and received either at the time of personal
delivery or, in the case of delivery service or mail, as of the date of first
attempted delivery at the address and in the manner provided herein, or in the
case of telegram, facsimile or telex, upon receipt. The Members may change the
address to whom notice may be given by giving notice pursuant to this Section at
least thirty (30) days prior to the date the changes become effective.

Section 11.2. Public Disclosures. No Member, except as required by law,
shall disclose any financial or operating information about the Company,
including the economic impact of the Member's Interest in the Company, without
the express written approval of the other Members.

Section 11.3. Amendments. This Agreement may be amended by a written
agreement of amendment executed by all the Members, but not otherwise. No
variations, modifications, amendments, or changes herein or hereof shall be
binding upon any party hereto, unless set forth in a document duly executed by
or on behalf of such party.

Section 11.4. Miscellaneous. This Agreement supersedes any prior agreement
or understandings between the parties with respect to the Company. This
Agreement and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the

State of Tennessee, without regard to conflict of laws principles. Except as
herein otherwise specifically provided, this Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs, legal
representatives, successors and assigns. Captions contained in this Agreement in
no way define, limit, or extend the scope or intent of this Agreement. If any
provision of this Agreement or the application of such provision to any person
or circumstance shall be held invalid, the remainder of this Agreement, or the
application of such provision to any other persons or circumstances, shall not
be affected thereby. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same document.

Section 11.5. Remedies. If the Company or any party to this Agreement,
obtains a judgment against any other party by reason of breach of this Agreement
or failure to comply with the provisions hereof, reasonable attorneys' fees as
fixed by the court shall be included in such judgment. Any Member shall be
entitled to maintain, on his own behalf or on behalf of the Company, any action
or proceeding against any other Member or the Company (including any action for
damages, specific performance or declaratory relief) for or by reason of breach
by such party of this Agreement, or any other agreement entered into in
connection with the same, notwithstanding the fact that any or all of the
parties to such proceeding may then be Members, and without dissolving the
Company as a limited liability company. No remedy conferred upon the Company or
any Member in this Agreement is intended to be exclusive of any other remedy
herein or by law provided or permitted, but each shall be cumulative and shall
be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. No waiver by a Member or the Company
of any breach of this Agreement shall be deemed to be a waiver of any other
breach of any kind or nature and no acceptance of payment or performance by a
Member or the Company after any such breach shall be deemed to be a waiver of
any breach of this Agreement, whether or not such Member or the Company knows of
such breach at the time it accepts such payment or performance. If a Member has
the right herein to approve or consent to any matter or transaction, such
approval or consent may be withheld in the sole discretion of such Member for
any reason or no reason. No failure or delay on the part of a Member or the
Company to exercise any right it may have shall prevent the exercise thereof by
such Member or the Company at any time such other may continue to be so in
default, and no such failure or delay shall operate as a waiver of any default.

IN WITNESS WHEREOF, the parties hereto have executed this Operating
Agreement as of the date first above-written.

MEMBERS:

NN BALL & ROLLER, INC.

By:
Name:
Title:

GENERAL BEARING CORPORATION

By:
Name:
Title:

-------------------------------------
▇▇. ▇▇▇ Xiang Gui

SCHEDULE 1

INITIAL CAPITAL CONTRIBUTIONS

Member Initial Capital Contribution
------ ----------------------------

NN $1.00

GBC $1.00

▇▇. ▇▇▇ Xiang Gui $1.00

OPERATING AGREEMENT OF NNA, LLC

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