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Exhibit E <br />OPERATING AGREEMENT <br />OF <br />1103 DAMS STREET, LLC, <br />a California limited liability company <br />~, ~~ <br />This Operating Agreement (Agreement) of 1103 DAMS STREET, LLC, a California <br />limited liability company ("Company"), is made and entered into effective as of Apri125, 2005, <br />by LANGON HOMES, LLC, a California limited liability company, as the sole member <br />("Member"). <br />The Company is a limited liability company under the laws of the State of California, <br />including without limitation the Beverly-Killea Limited Liability Company Act set forth in <br />California Corporations Code Sections 17000 et. seq., as amended from time to time (the <br />"Act"), and the Member hereby agrees as follows: <br />1. Name. The name of the limited liability company is 1103 DAMS STREET, <br />LLC. <br />2. Articles of Organization. On April 6, 2005, Articles of Organization ("Articles") <br />for the Company were filed with the California Secretary of State. The Member or the <br />Manager (as defined in Section 9 of this Agreement) shall execute, deliver and file any and all <br />documents necessary for the Company to remain in good standing in the State of California <br />and to qualify to do business in any and all other jurisdictions in which the Company may wish <br />to conduct business. <br />3. Purpose and Powers. The purpose of the Company shall be real property <br />investment and all activities incidental or ancillary thereto deemed appropriate by the <br />Manager. The Company shall have those powers which are provided to California limited <br />liability companies under the Act. <br />4. Office and Agent. The Company shall continuously maintain a principal office <br />and registered agent in the State of California. The principal office shall be initially located at <br />291 Joaquin Avenue, San Leandro, California 94577 and maybe changed from time to time as <br />determined by the Manager. The Company may also have additional offices within or outside <br />the State of California as determined by the Manager. The registered agent shall be as stated <br />in the Articles or as otherwise determined by the Manager. <br />5. Limited Liability. Except as otherwise provided by the Act, the debts, <br />obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall <br />be solely the debts, obligations and liabilities of the Company, and neither the Member, the <br />Manager, nor any Officer (as defined in Section 10(a) of this Agreement) shall be obligated or <br />C:\DOCL7MENT5 AND SETTINGSIDAVID LANGON\LOCAL SETT[NGS\TEMPORARY iMERNET FILES\CONTENT.IES~FOSMST2EGSINGLEMEMBEROPERATINGAGT4-22- <br />OS[2].DOC <br />April 27, 2005 1 <br />