Authorities, Duties and Responsibilities of the ASAP Members by Class:

The Class A Members shall have the following authorities, duties and responsibilities:

Selection of an Investment Target(s).  The Class A Members shall be solely responsible for selecting which Investment Targets the Company, through the Managing Member, should enter into discussions with regarding a potential Investment Project. 

Participation on Due Diligence Teams.  The Class A Members shall be responsible for the due diligence review of each Investment Target with whom the Company is negotiating an Investment Project.  No Class A Member shall be required to participate on any Due Diligence Teams, but the Due Diligence Teams shall be comprised solely of Class A Members.  In connection with any due diligence performed by the Due Diligence Team, the members of a Due Diligence Team may request the assistance of professionals approved by the Managing Member.  The Due Diligence Team shall prepare a final report on each Investment Target to be presented to the Class A Members.

Investment Decisions.  The Class A Members shall individually be responsible for all investment decisions.  No Class A Member shall be required or forced to invest in any Investment Target or to participate in any Investment Project.  The decision to invest in an Investment Target or participate in an Investment Project shall remain the decision of each Class A Member. 

The Class B Managing Member shall have the following Authorities, Duties and Responsibilities:

Specific Investment Related Authorities, Duties and Responsibilities.  Subject to the authority, duties and responsibilities reserved to the Class A Members, the Managing Member shall have the following authorities, duties and responsibilities with respect to investment opportunities for the Company:

Screening of Investment Targets.  The Managing Member shall be responsible for screening and pre-qualifying all Investment Targets for the Company, including without limitation obtaining information from each Investment Target through initial due diligence of such Investment Target and meetings with the management of each such Investment Target relating to the business of the Investment Target and the initial terms of a proposed Investment Project. 

Presentation of Investment Targets to Class A Members.  The Managing Member shall determine which Investment Targets have met the requirements established by the Managing Member in its sole and unlimited discretion to be presented to the Class A Members.  The Managing Member shall facilitate the presentation by the Investment Targets to the Class A Members and shall provide each Class A Member with an initial report regarding such Investment Target.

Appointment of Due Diligence Team with Respect to an Investment Target.  Upon the direction by the Class A Members to the Managing Member to proceed with negotiations with an Investment Target(s) regarding an Investment Project, the  Managing Member shall establish a Due Diligence Team for such Investment Target.  Such Due Diligence Team shall consist of Class A Members of the Company. 

Negotiation with an Investment Target.  The Managing Member shall, subject to the direction of the Class A Members, negotiate with an Investment Target to determine the terms of the Investment Project.

Presentation of Investment Project to Class A Members.  Upon negotiation of the terms of an Investment Project, the Managing Member shall present such Investment Project to the Class A Members.  Such presentation shall include the delivery of a report generated by the Due Diligence Team with respect to such Investment Target.

Class C Membership Interests. 

The Class C Members shall be any Class A Member who invests in or makes an Additional Capital Contribution with respect to an Investment Project and all of the Class C Membership Interests in this Agreement shall be allocated to the Class C Members based upon their total investments or Additional Capital Contributions in Investment Projects.

The Class C Member Interests. are the repository of each Class A Member?s actual investments in Target opportunities, and are held by and managed for those investing Class A Members by the Manager. Through the operation of an accounting algorithim, any benefits or losses of that specific investment accrue solely to the investor.