# Board Oversight of the Company
The Company itself and it's Members shall be overseen by Indepdent Directors, to be 
known as the “For Profit Committee”.  The committee shall be governed by 
the For Profit Committee Charter. 

Changing the Committee Charter requires a unamious vote of written consent by 
the LLC members.


### Members Bound
Members shall be bound by the provisions of this Section in reporting their shares of 
Company income  for income tax purposes.

### Tax Returns
The Board Of Directors shall cause to be prepared and filed all
necessary federal and state income tax returns for the Company,
including making the elections described in Section "Tax Elections".

Each Member shall furnish to the Board Of Directors all pertinent
information in its possession relating to Company operations that is
necessary to enable such income tax returns to be prepared and filed.

### Tax Elections.

The following elections shall be made on the appropriate returns of the Company:

* to adopt the calendar year as the Company's fiscal year;

* to keep the Company's books and records on the income-tax method;

* if there is a distribution of Company property as described in
section 734 of the Code or if there is a transfer of a Company interest
as described in section 743 of the Code, upon written request of any
Member, to elect, pursuant to section 754 of the Code, to adjust the
basis of Company properties; and

* to elect to amortize the organizational expenses of the Company
ratably over a period of twelve (12) or sixty (60) months as permitted by section
709(b) of the Code.

No election shall be made by the Company or any Member to be excluded
from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state
laws.

### Tax Matters Partner.

The Board Of Directors and CFO collectivley shall be the "**tax matters partner**" 
of the Company pursuant 
to section 6231(a)(7) of the Code. As
tax matters partner, they shall take such action as may be
necessary to cause each other Member to become a "**notice partner**"
within the meaning of section 6223 of the Code. Such Member shall inform
each other Member of all significant matters that may come to its
attention in its capacity as tax matters partner by giving notice
thereof within ten days after becoming aware thereof and, within such
time, shall forward to each other Member copies of all significant
written communications it may receive in such capacity. Such Member
shall not take any action contemplated by sections 6222 through 6232 of
the Code without the consent of the Board Of Directors. This provision is not
intended to authorize such Member to take any action left to the
determination of an individual Member under sections 6222 through 6232
of the Code.

### Allocations on Transfer of Interests.
The Company income, gain,
loss or deduction allocable to any Member in respect of any interest in
the Company which may have been transferred shall be allocated during
such year based upon an interim closing of the Company's books as
described in the first sentence of Treasury Regulations §
1.706-1(c)(2)(ii), taking into account the actual results of Company
operations during the portion of the year in which such Member was the
owner thereof, and the date, amount and recipient of any distribution
which may have been made with respect to such interest.


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The Profits Interest Units below are issued to Party on the terms and conditions 
set forth in this Agreement.

Party shall make no Capital Contribution to the Company in connection with the 
Profits Interest Units issued hereunder and, as a result, 
Parties Capital Account balance in the Company immediately after their receipt of 
the Profits Interest Units shall be equal to zero.

Notwithstanding anything to the contrary contained in the LLC Agreement or set forth 
herein, with respect to the rights of Party related to, in respect of and in connection 
with the Company, Board Of Directors and other Members, Party and the Profits Interest 
Units owned thereby shall have only a right to share in or be allocated Net Profits and 
Net Losses and receive or share in distributions of the Company as set forth in 
the Agreement.

Party agrees to execute a counterpart signature page to the Agreement, in the form 
attached hereto and shall thereupon become a Member as of the Effective Date.

The Profits Interest Units acquired pursuant to this Agreement shall be fully 
subject to the terms and conditions contained in this Agreement, and Party
hereby acknowledges that Participant has read and understands the terms and conditions 
contained therein.