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WRITTENCONSENT OF THE DIRECTORS OF CAPORICCI&LARSON,INC. � A California Professional Corporation � The undersigned, being all of the Directors of Caporicci & Larson, Inc,, a California l professional corporation (the "Corporation"), pursuant to the provisions of Section 307(b) of the California Corporations Code and the Bylaws of the Corporations, do hereby consent to and adopt the following as the action of the Board of Directors of the Corporation: Sale of Assets WHEREAS, it is deemed to be in the best interest of the Carporation to sell a portion of the business �' of the Corporation pursuant to the terms and provisions of that certain Asset-Purchase Agreement ' including all schedules and exhibits thereto, a copy of which is attached to this Written Consent as i ' Exhibit A (the "APA"), by and between the Corporation and Badawi & Associates, a California corporation; and � I WHEREAS, the execution and delivery by the Corporation of the APA and any other document(s) required ta be executed and delivered by the Corporation in connection with any of the foregoing (collectively referred to hereafter as the"Transaction Documents" and individually, as a"Transaction Document"), and the consummation of the transactions contemplated by the Transaction Documents I (collectively,the"Transactions"), are in the best interests of the Corporation. NOW,THEREFORE,BE IT RESOLVED,that the forms,terms and provisions of the APA and each Transaction Document required to be executed and delivered by the Corporation in connection with and pursuant to the APA, and the consummation of the Transactions contemplated by the APA and the Transaction Documents, are collectively hereby approved, and the proper officers of the Corporation is(are) hereby authorized to execute and deliver the APA and each Transaction Document required to be executed and delivered by the Corporation, for and on behalf of the Corporation, with such changes therein and additions thereto as such officers shall approve, such approval to be evidenced conclusively by such officers' execution and delivery thereof; and FURTHER RESOLVED, that the proper officers and officer(s) of the Corporation, are authorized to take all such other action and to execute all such other documents and/or instruments as they, or any of them, deem necessary or appropriate in order to effect the foregoing resolutions and the tcansactions contemplated thereunder (any such determination to be conclusively, but not exclusively, evidenced by the taking of such action or the execution of any sueh doeument or instrument by any such person), and any acts of such officers of the Corporation and or any person designated and authorized by such officers,which acts would have been authorized by the foregoing resolutions except that such acts were taken prior to the adoption of such resolutions, are hereby severally authorized, ratified, confirmed, approved and adopted as acts in the name of the Corporation.