EXHIBIT 10.02.2
First Amendment to Operating Agreement
This First Amendment to the Operating Agreement is entered into as of this
27/th/ day of December, 1996, between REALTORS(R) Information Network, Inc., an
Illinois corporation ("RIN") and RealSelect, Inc., a Delaware corporation
("RealSelect").
WITNESSETH:
WHEREAS, on December 4, 1996, RIN and RealSelect entered into an Operating
Agreement pursuant to which RealSelect was engaged to manage and operate the
business of soliciting, collecting and processing real estate information and
presenting it through electronic display; and
WHEREAS, Section 4.2(b) of that Operating Agreement provided RealSelect
with the use of certain Leased Equipment owned by RIN during the term of the
Operating Agreement;
WHEREAS, RIN desires to transfer ownership of the Leased Equipment to
RealSelect in accordance with the terms and conditions of this First Amendment
to the Operating Agreement ("Amendment");
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
hereinafter set forth, the parties hereby agree as follows:
1. In consideration of Ten dollars and other good and valuable
consideration, RIN hereby grants to RealSelect ownership of the
equipment identified in Schedule F of the Operating Agreement
("Equipment"). A copy of Schedule F is attached hereto and is hereby
incorporated by reference.
2. If the Operating Agreement should be terminated for any reason other
than RIN's bankruptcy or breach of the Operating Agreement any time
within a two year time period commencing the date of this Amendment,
RealSelect agrees that it will transfer ownership of the Equipment to
RIN. Such transfer of ownership shall take place within ten days
following termination of the Operating Agreement. RealSelect agrees
to allow RIN prompt and reasonable access to its facilities in order
for RIN to remove the Equipment.
3. RIN makes no warranties of any kind whatsoever with respect to the
Equipment and RealSelect hereby waives any and all warranties implied
by law including implied warranties of merchantability and fitness for
a particular purpose.
4. This Amendment may be accepted and executed by the parties hereto by
facsimile transmission of their respective signatures.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first written above.
REALTORS(R) INFORMATION NETWORK, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: President and CEO
RealSelect, Inc.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: President
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