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EXHIBIT 10.8
OPERATING AGREEMENT
Purpose of this agreement is to define the working relationship between World
Key, Inc., a California corporation, and TravelnStore, LLC, a California Limited
Liability corporation.
RECITALS:
1. World Key, Inc. has established goodwill, relationships and contracts
throughout travel services industry.
2. TravelnStore, LLC has been formed to develop, implement and promote the
XxxxxxxXxxxx.xxx website and business model.
3. The concept and formation of TravelnStore, LLC has been in part the result of
time and investment on the part of officers and shareholders of World Key, Inc.
and TravelnStore, LLC can significantly benefit from the goodwill, relationships
and contracts which World Key, Inc. has established throughout travel services
industry.
4. The continued development of TravelnStore, LLC necessitates continued
involvement by officers and shareholders of World Key, Inc., and the utilization
of World Key, Inc. premises, equipment and personnel.
5. World Key, Inc. is willing to provide TravelnStore, LLC the use of a portion
of its premises, equipment and personnel provided that XxxxxxxXxxxx.xxx
reimburses and/or advances World Key, Inc. funds to compensate World Key, Inc.
for said uses.
THEREFORE, WORLD KEY, INC. AND TRAVELNSTORE, LLC AGREE TO THE FOLLOWING:
1. Xxx Xxxxx, Chairman and President of World Key, Inc. will also serve as
Managing Member of TravelnStore, LLC. TravelnStore, LLC will reimburse World
Key, Inc. for his services at a rate which shall be determined by Xxx Xxxxx
based upon his evaluation of his efforts managing and directing TravelnStore,
LLC.
2. Xxxx Xxxxx, Vice President and Secretary of World Key, Inc. will act as
Controller for TravelnStore, LLC at the direction of Xxx Xxxxx. Xxx Xxxxx will
determine the reimbursement to World Key, Inc. from TravelnStore, LLC for the
services of Xxxx Xxxxx. World Key Inc. shall also be reimbursed for the use of
any World Key, Inc. employee.
3. TravelnStore, LLC shall reimburse World Key, Inc. for a portion of the World
Key, Inc. premises located at 000 Xxxxx, Xxxxxxxxx, Xxxxxxxxxx. Xxx Xxxxx shall
determine the rental rate and utilities to be paid by TravelnStore, LLC for the
use of the premises.
4. Xxx Xxxxx is also authorized to reimburse or advance World Key, Inc. funds
from TravelnStore, LLC as he may determine from time to time are in the best
interests of the shareholders of World Key, Inc. and the members of
TravelnStore, LLC.
5. Xxx Xxxxx is authorized to advance or transfer funds between World Key, Inc.
and TravelnStore, LLC as may be required based upon his determination as to the
best interests of the shareholders of World Key, Inc. and the members of
TravelnStore, LLC. Any advances of services or cash to TravelnStore, LLC from
World Key, Inc. will be considered a general obligation of TravelnStore, LLC
payable to
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World Key, Inc. Any advances of services or cash to World Key, Inc. from
TravelnStore, LLC in excess of the reimbursements required by this Agreement
shall be considered a general obligation of World Key, Inc. payable to
TravelnStore, LLC.
GENERAL TERMS AND CONDITIONS:
1. This Agreement is to be executed on behalf of World Key, Inc. by Xxx Xxxxx
and Xxxx Xxxxx representing a majority of the shares of World Key, Inc. and on
behalf of TravelnStore, LLC by Xxx Xxxxx, Xxxx Xxxxx and Xxxx Xxxx representing
a majority of the membership interests of TravelnStore, LLC having received the
concurrence of Xxxxxx X.
Xxxxxxx and Xxxxxx X. Xxxxxx.
2. This Agreement is made in the county of Ventura, state of California and
shall be governed by those legal jurisdictions.
3. This Agreement may be modified and amended from time to time by mutual
agreement of the parties.
4. This Agreement shall bind the parties and any successor entities of either.
This is Agreement is entered into September 8, 1998.
FOR WORLD KEY, INC.: FOR TRAVELNSTORE, LLC:
Signed Xxx Xxxxx Signed Xxx Xxxxx
Signed Xxxx Xxxxx Signed Xxxx Xxxxx
Signed Xxxx Xxxx
