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OPERATING AGREEMENT
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This OPERATING AGREEMENT (this "Agreement") is by and between E-Net
Xxxxxxxxx.xxx, Inc. ("Parent") and Anza Properties, Inc. ("Subsidiary").
It is acknowledged that the Subsidiary shall conduct an offering on a best
efforts basis of secured bonds for the purpose of acquiring real estate. The
purpose of this Agreement is to provide for the terms, pursuant to which, the
Subsidiary shall be operated.
1. Xxxxxx Xxxxxxx shall be the vice president of real estate
acquisitions of the Subsidiary in accordance with the terms of a separate
Employment Agreement. Xxxxx Xxxxxxxx shall be the president of the subsidiary.
Messrs. Xxxxxxx and Xxxxxxxx shall constitute the Board of Directors of the
Subsidiary until termination of Xx. Xxxxxxx'x Employment Agreement or the mutual
agreement of the parties hereto. It is understood that certain clerical tasks,
such as accounting and payroll of the Subsidiary shall be the responsibility of
the Parent. It is further understood that the obligation of E-Net Financial,
Inc. to repay the bridge loan in the amount of $200,000 is independent of the
performance of the Subsidiary in successfully completing the proposed offering
of Bonds.
2. Any bank account established for the Subsidiary shall require the
written approval, with signatures of both Xx. Xxxxxxx and Xx. Xxxxxxxx for the
transfer of funds of any amount in excess of $500. It is further acknowledged
that the unanimous consent of Xx. Xxxxxxx and Xx. Xxxxxxxx shall be required in
order to acquire or dispose of any real estate in connection with operations of
the Subsidiary, which neither parties consent will not be unreasonably withheld
without written explanation for such action. Upon Company securing national
market approval, Xx. Xxxxxxx shall be relieved of all rights and obligations
under this Agreement.
3. There shall be no lien or encumbrance placed upon the assets of the
Subsidiary unless unanimously agreed by Xx. Xxxxxxx and Xx. Xxxxxxxx and shares
issued by the Subsidiary to the Parent shall not be encumbered or otherwise
transferred without the express written consent of both parties hereto.
It is hereby acknowledged that Xx. Xxxxxxxx has represented that he is
retaining independent counsel in connection with the development and execution
of all documentation associated with the bridge financing and the bond financing
referenced in this Operating Agreement. Xx. Xxxxxxx and the law firm, Xxxx
Xxxxxxx Xxxxxxxxx, LLP, will only represent Xx. Xxxxxxx and Laguna Pacific
Partners, LP in connection with the execution of such documentation. Xx.
Xxxxxxx and any law firm affiliated with Xx. Xxxxxxx provide legal
representation to Xx. Xxxxxxx and Laguna Pacific Partners, LP only.
[SIGNATURES FOLLOW NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of this 27th day of June, 2001.
E NET XXXXXXXXX.XXX, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Its: President & CEO
ANZA PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Its: Vice President
