Exhibit 2.4
TENANTS IN COMMON AGREEMENT
This agreement made this 5th day of May, 2004 by and between Denver Fund I,
Ltd. herein referred to as (Denver Fund I), a Colorado Limited Partnership
whose General Partner is Certified Property Advisors LLC.
And
Secured Diversified Investment, Ltd., herein referred to as (SDI), a Nevada
Public Corporation.
Pursuant to the closing of Alliance Title Escrow No. 15007698 343 BSB
wherein the parties to this agreement received two Grant Deeds for property
known as the Cannery Shopping Center in Las Vegas, Nevada. Said grant
deeds were accepted by the parties on May 14, 2004, and held unrecorded.
Pursuant to an Agreement executed as part of said escrow, the parties are
in full operating control and derive the revenue from the Cannery Shopping
Center with all the benefits of ownership.
It is the intent of the parties to record said deeds upon the happening of
one of the following events:
1). Assumption of the existing first mortgage.
2). The obtaining of a new mortgage sufficient to pay off the
existing mortgage.
3). Or as further determined by the parties in title.
Whereas, Denver Fund I, has accomplished a tax deferred exchange in
accordance with section 1031 of the Internal Revenue Code and conveyed
consideration in the amount of $900,000.00 as further set forth in said
escrow. And SDI, Ltd. has invested and conveyed $950,000.00 in
consideration, by virtue of issuing 250,000 Shares of Series "C" preferred
stock at a value of $750,000.00 ($3.00/Share) and a Corporate Note in the
amount of $200,000.00
The undivided Tenants in Common interest of each party is as follows:
1). SDI, Ltd. 51%
2). Denver Fund I. 49%
The purpose of this document is to define the interests of the respective
parties.
NOW, THEREFORE in consideration of the mutual promises of the parties and
for other good and valuable considerations, the sufficiency of which is
agreed to and acknowledged by the parties, be it agreed as follows:
A. Nature of the relationship between SDI, Ltd. and Denver Fund I as
Co-Tenants.
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SDI, Ltd. and Denver Fund I will hold their respective interests as
Tenants in Common. They plan to maintain the relationship as Tenants
in Common and not file under IRS Code as Partners or Joint Venturers.
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B. Duration of the Relationship.
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The term of this agreement shall begin at Closing and continue as long
as the Co-Tenants own the property. It is the intent of the parties
to own it at least 10 years, or as otherwise determined mutually
between parties. After that time, at a mutually agreeable time the
property may be sold, at which time this Tenants in Common Agreement
will terminate.
C. Operation of the Property.
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Concurrently with the acquisition, the Co-Tenants have hired a
Management Company to manage and lease the property. SDI, Ltd. will
appoint William Biddle, or another person, and Denver Fund I will
appoint Paul Winger, or another person, to oversee the Management
Company and consult when necessary.
D. Income Distributions from operation of the Property.
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This agreement sets forth a distribution of monthly cash flow and
profits from the operation. The Co-Tenants agree that the
distributions of cash flow will be made in this order:
First, Denver Fund I will receive the first $72,000.00 of
net income generated per year this represents an 8% return on
the capital contribution of $900,000.00. In the event that there
are not sufficient monies to pay the entire 8% - up to 2% will be
accrued. SDI will be responsible to see that there is enough
income to pay Denver Fund I 6% per year.
Second, to reimburse SDI, Ltd. for any payments made to
Denver Fund I pursuant to preceding sentence.
Third, to SDI, Ltd. in amount equal to funds received by
Denver Fund I.
Fourth, to Denver Fund I and SDI, Ltd. in proportion to
their respective ownership (49%/51%).
E. Fiscal Matters.
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1). The fiscal year will be the calendar year.
2). The bank account and accounting and distribution of cash
will be handled by SDI, Ltd.
3). The legal address for notices, etc. will be SDI, Ltd.
4). The CPA will be chosen by SDI, Ltd.
5). The CPA will provide individual tax returns to each Co-
Tenant not filing as a partnership or joint venture.
F. Financing or Refinancing.
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It is the intention of the Co-Tenants to either assume the existing
1st loan or apply for a new loan. Both Co-Tenants agree to cooperate and
participate in the financing.
G. Transfer, Right to Sell or Encumber.
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Each of the Co-Tenants may sell-convey, pledge, hypothecate, encumber
or transfer its undivided interest in the property. However, in each
instance of a change in the ownership status, either as a conveyance or an
encumbrance, the following must happen:
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1). The other Co-Tenant must be given the first right of refusal on
exactly the same monetary terms as given to the third party.
2). The first right shall be given for 30 days within which time the
other Co-Tenant will notify of its intent to perform or pass. If
the Co-Tenant exercises thereby its intent to meet the
conditions, that Co-Tenant will be given 30 additional days to
close. This first right shall apply equally to transfer, sale
or encumbrance.
3). In the event of exercise of this right, any transferee must
acknowledge this agreement and agree to perform its terms,
covenants, conditions and responsibilities and the transferor
will assign its interest herein along with a transfer of the
undivided interest in the property.
H. Responsibility for Additional Funds if necessary.
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If any funds are needed to maintain the operation or to provide Tenant
improvements, each Tenant in Common will be responsible for its pro-rata
share (51%/49%).
I. Sale of the Property.
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In the event of a sale, both Tenants must agree to the terms and
conditions of sale. If no agreement can be reached, the parties will enter
into a standard buy-sell agreement with the same time limits as apply to
the first Right of Refusal as outlined in (G) above. If an acceptable
offer to purchase comes from an outside party, the distribution of the sale
proceeds will be divided 51%/49%.
J. Concluding Matters.
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1). Governing Law. This agreement shall be governed by the laws
of the state of California.
2). Notice and Payment shall be made to:
Denver Fund I Secured Diversified Investment, Ltd.
6735A E. Arizona 5030 Campus Drive
Denver, Colorado Newport Beach, California
3). Successors and Assigns. All provisions of this agreement
shall inure to the benefit, and shall be binding upon, successors,
assigns and/or legal representative of the parties.
Time is of the essence.
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IN WITNESS WHEREOF, the parties have executed this agreement as of the
date herein.
TENANTS IN COMMON
Secured Diversified Investment, Ltd.
_________________________________________________
By: C.L. Strand, President date
Denver Fund I, Ltd, a Colorado Limited Partnership
By: Certified Property Advisors LLC
Its General Partner,
_________________________________________________
By: Paul F. Winger, Managing Member date
NOTARY: NOTARY:
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