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pa~~ers and authority in writing, the appointment of an individual to an office commonly used frsr officers of a business corporation formed under the laws of the State of California shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Manager may, at any time and for any reason or no reason, revoke any appointment of an Officer pursuant to this Section 10 or reduce, increase, or otherwise modify the scope of an Officer's authority or duties. No Officer shall be entitled to compensation for serving as such unless specifically set forth in writing by the Manager, and no Officer shall be entitled to reimbursement for expenses unless approved in advance by the Manager. (b) The Manager hereby appoints David J. Langon to serve as the Company's President. 11. Member's Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of any kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. 12. Records. Pursuant to Section 17058 of the Act, the Company shall maintain at its principal place of business the following: (a) a current list of the full name and last known business, residence, or mailing address of each Member and Manager; (b) a copy of the Articles and all amendments thereto, together with any powers of attorney pursuant to which any amendment thereto has been executed; (c) copies of the Company's federal, state and local income tax or information returns and reports, if any, for the six (6) most recent fiscal years; (d) copies of this Agreement and all amendments hereto, together with any powers of attorney pursuant to which the foregoing have been executed; (e) copies of the Company's financial statements for the six (6) most recent fiscal years; and (f) the books and records of the Company as they relate to its internal affairs for at least the current and past four (4) fiscal years. 13. Exculpation and Indemnification. To the full extent permitted by applicable law, neither the Member, the Manager nor any Officer (collectively, the "Indemnified Parties") shall be liable to the Company or any person or entity acting on behalf of or who has an interest in the Company, for any losses, damages or claims incurred by reason of any act or omission performed or omitted by an Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on the Indemnified Parry by this Agreement, except that the Indemnified Parties shall be liable for any and all such losses, damages or claims incurred by reason of their fraud, deceit, and willful misconduct. To the full extent permitted by applicable law, the Indemnified Parties shall be entitled to indemnification from the Company for any and all losses, damages or claims incurred by them by reason of any or omission performed or omitted in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of their authority; provided, however, that (a) no Indemnified Party shall be entitled to indemnification or other C:~DOCUMFNiS AND SE[TING5IDAVID IANGONU.OCAL SEITINGSTF.D~ORARY INCERNET FLIF_S\CONCENT-[EN'QSMST2ESINGLEMEMBEROYERATINGAGT4-22- OS[2].DOC April2~, 2005 4