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or authority to bind or act on behalf of the Company in any way, to pledge its credit or encumber its assets, or to otherwise render it liable for any purpose. (c) The Manager may resign at any time by giving written notice to the Member. The resignation of a Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Manager shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of the Manager as a Member. The Member shall appoint a successor Manager following resignation of the Manager. (d) The Manager may engage or invest in, independently or with others, any business activity of any type or description, including, without limitation, those that might be the same as or similar to the Company's business and those that might be in direct or indirect competition with the Company. Neither the Company nor the Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom. The Manager shall not be obligated to present any investment opportunity or prospective economic advantage to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by the Company. The Manager shall have the right to hold any investment opportunity or prospective economic advantage for his own account or to recommend such opportunity to persons other than the Company. The Member acknowledges that the Manager may own and/or manage other businesses, including businesses that may compete with the Company and for the Manager's time. The Member hereby waives any and all rights and claims which the Member may otherwise have against the Manager as a result of any such activities. (e) Notwithstanding that it may constitute a conflict of interest, the Manager may engage in any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with the Company so long as such transaction is not expressly prohibited by this Agreement or the Act and so long as the terms and conditions of such transaction are fair and reasonable to the Company. (g) The Member hereby appoints Langon Homes, LLC, a California limited liability company, to serve as the initial Manager of the Company. 10. Officers. (a) The Manager may, from time to time as he deems advisable, appoint individuals to serves as officers of the Company (the "Officers") and assign one or more titles (including, without limitation, President, Vice President, Secretary and Treasurer) to such individuals. The Officers shall have only those powers and such authority as specifically given them by the Manager in writing; provided, however, that if the Manager does not specify such C:\DOCUMF,N'IS AND SETIINGSDAVID L4NGONII.OCAL SEI'IiNGS\TEMPORARY iT7IF,RNET F77-FS\CONiFNT-LEAFQSMST2El5INGIBMEMBEROPERATINGAGT4-22- os~z~.DOc Apnl 27, 2005 2