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2.6 No Interest on Capital Contributions. Members are not entitled to interest or other compensation for or on account of their capital contributions to the Company except to the extent, if any, expressly provided in this Agreement. 2.7 Unpaid Obligations of Members. Except as otherwise provided in this Agreement,no Member shall have any personal liability whatsoever, whether to the Company,to any of the Members or to the creditors of the Company for the debts of the Company or any of its losses except to the extent of his or her rights and interests in and to the Company and its assets. 2.8 Effect of Death or Incapacity of a Member. The death or legal incapacity of a Member shall not cause a dissolution of the Company but the rights of a deceased Member or incapacitated Member to share in the profits and losses of the Company, to receive distributions of Company funds and to receive the proceeds of any sale of such deceased or incapacitated Member's interest in the Company shall, on the happening of such an event,evolve to his/her legal representative. In no event, however, shall such legal representative become a substituted Member,except with the unanimous written consent of all the remaining Members. 2.9 Other Business of Members. Any Member may engage independently or with others in other business and investment ventures of every nature and description and shall have no obligation to account to the Company for such business or investments or for business or investment opportunities. 2.10 Additional Members. Except as otherwise expressly provided in this Agreement, no additional Members shall be admitted to the Company except upon the prior written unanimous consent of Member or Members. 3. MEMBER MEETINGS 3.1 Meetings. A meeting of Members shall be held (a) if it is called by the Operating Member or(b) if Members holding at least fifty percent (50%)ownership sign, date, and deliver to the Company's principal office a written demand for the meeting,describing the purpose or purposes for which it is to be held. Meetings of Members shall be held at the principal office of the Company or any other place specified in the notice of meeting. 3.2 Notice of Meeting. Notice of the date, time,and place of each Members' meeting shall be given to each member not earlier than sixty(60)days nor less than ten (10) days before the meeting date. The notice must include a description of the purpose or purposes for which the meeting is called. 3.3 Record Date. The persons entitled to notice of and to vote at a Members meeting, and their respective ownership interest, shall be determined as of the record date for the meeting. The record date shall be a date, not earlier than seventy(70) days nor less than ten (10)days before the meeting, selected by the Operating Member. If the Operating Member does not specify a record date, the record date shall be the date on which notice of the meeting was first mailed or otherwise delivered. 3.4 Quorum. The presence, in person or by proxy,of members holding at least fifty percent (50%) of Ownership Interests shall constitute a quorum. Page-13- OPERATING AGREEMENT