KOKOPELLI MEXICAN GRILL FRANCHISE CORPORATION
THIS OPERATING AGREEMENT (this "Agreement") is made and entered into as of February 2, 2004, by
and between AZTECA WRAP FOODS, LLC., an Arizona Limited Liability Company ("AZTECA") with
address being 1949 E. Camelback Road, Suite 140, Phoenix, Arizona 85016 and BGR CORPORATION, a
Nevada corporation ("BGR") with address being 7702 E. Doubletree Ranch Road, Suite 300, Scottsdale,
FORMATION, NAME, PURPOSES, DEFINITIONS
1.1 FORMATION. Pursuant to the Nevada Corporation Act (the "Act"), the parties have formed a Nevada
corporation effective upon the filing of the Articles of Corporation of this Company with the Nevada Corporation
Commission. The parties shall immediately, and from time to time hereafter, as may be required by law, execute
all amendments of the Articles of Corporation, and do all filing, recording and other acts as may be appropriate
to operate the Company in compliance with the Act.
1.2 INTENT. It is the intent of the Initial Shareholders that the Company shall always be operated in a manner
consistent with its treatment as a "Sub-Chapter C Corporation" for federal and state income tax purposes. No
Initial Shareholder shall take any action inconsistent with the express intent of the parties.
1.3 NAME. The name of this Company shall be:
KOKOPELLI MEXICAN GRILL FRANCHISE CORPORATION (KMGFC)
1.4 PLACE OF BUSINESS. The principal place of business of the Company shall be at 7702 E. Doubletree
Ranch Road, Suite 300, Scottsdale, Arizona 85258, or such other place as the majority consent of all the Board
of Directors shall determine.
(a) The purpose of this Company shall be to operate a franchise company, and in connection therewith to
transact any and all lawful business for which a sub-chapter C corporation may be organized under Nevada law.
Subject to the terms hereof, the Company shall have the authority to do any act or thing necessary or appropriat