Someone please tell me how Carlton Johnson is entitled to $36K per year as a management fee for serving on PDS (Phoenix Digital Solution) when it states in the master agreement that only the Independent manager may receive separate compensation. As usual corrections welcome.

(d) Term of Service. Each Manager (other than the Independent Manager) will serve until his or her death or resignation from the Management Committee, or until his or her removal from the Management Committee by the Member who appointed him or her. The Independent Manager shall serve a five (5) year term (subject to earlier removal as provided below).

(e) Initial Managers.The initial Managers are as follows:

(iv) Compensation. No Manager other than the Independent Manager (in the Members' discretion) shall be eligible to receive separate compensation from the Company for his or her services on the Management Committee; provided, however, that the Managers shall be reimbursed by the Company for the reasonable and actual costs incurred in attending and participating in any meetings of the Management Committee and other costs and expenses reasonably related to fulfilling the duties and obligations of a Manager hereunder.

4.3 Responsibilities of the Management Committee. The Management Committee shall have the responsibility, on behalf of the Company:

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http://sec.edgar-online.com/patriot-scientific-corp/8-k-current-report-filing/2005/06/15/Section5.aspx

(emphasis by me)