JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT is made and entered into this 7th day of November, 2006 by and between INFORM WORLDWIDE HOLDINGS, INC. (OTCBB:IWWI), a Florida corporation, having its principal place of business in Henderson, Nevada (“IWWI”), and SOAM ENERGY, L.L.C., a Texas limited liability company, having its principal place of business in Clark County, Nevada (“Soam”). IWWI and Soam are hereinafter referred to collectively as the “Parties” and individually as a “Party.”

WHEREAS, Soam is a business entity engaged in the business of processing and selling coal, and holds leasehold ownership interests in surface and subsurface coal in excess of 3 million tons of recoverable coal fines, located in Westmoreland County, Pennsylvania (the "Banning 1 Lease”); and

WHEREAS, IWWI desires to provide Soam with financing to fund the development, processing and sale of coal located at the Banning 1 Lease site, the legal desciption of which is attached hereto as Exhibit A; and

WHEREAS, the Parties desire to form the Joint Venture for the purpose of conducting the Joint Venture Business (as defined below), in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1  

1.1  -Name of Joint Venture. The name of the Joint Venture shall be Banning 1 Partnership. 

1.2  -Duration. The Joint Venture shall be deemed to have commenced on the date IWWI deposits its initial contribution under this Agreement into the Joint Venture (the “effective date”), and shall continue until the first of the following to occur:

(a)  dissolution of the Joint Venture by agreement of the Parties; or

(b)  termination of the Joint Venture under the provisions of this Agreement; or

(c)  30 years from the effective date of this Agreement.

1.3  -Place of Business. The Joint Venture’s principal place of business shall be 2501 N. Green Valley Parkway, Suite 110, Henderson, NV 89014, or at such other place as may from time to time be mutually agreed upon by the Parties.

ARTICLE 2  

The limited purpose of the Joint Venture is to develop, process and sell all surface and subsurface coal located on the property subject to the Banning 1 Lease, and to engage in other activities as may be agreed upon from time to time by the Parties (collectively, the “Joint Venture Business”).

ARTICLE 3  

3.1  -Initial Capital Contributions. The parties have agreed that IWWI will make an initial cash contribution of $10,000.00. The parties have also agreed that Soam will make an initial contribution of leasehold rights to the Banning 1 Lease, which the parties have valued at $50,000.00 as of the date of this Agreement. Thus, the initial capital contributions of the Parties and their initial corresponding interests in the Joint Venture shall be as follows:

Contribution     Interest

IWWI          $10,000.00         50%

Soam          $50,000.00        50%

3.2  -Additional Capital Contributions.

In addition to the initial capital contributions specified in Section 3.1, the Parties agree to make additional capital contributions to the Joint Venture as follows:

(a)  As and when expenses are incurred with respect to the Joint Venture Business, and neither the revenues from Joint Venture operations nor the initial capital contribution are sufficient to pay such expenses, the “Manager” (as defined herein) may notify IWWI of such expenses, and IWWI will contribute the entire amount required to cover such expenses. At the option of the Manager, a reasonable estimate may be made in advance of incurring expenses. IWWI shall remit to the Manager the full amount of the expenses (or the estimated expenses) within ten (10) business days after receipt of such notice. The total of the $10,000.00 initial capital contributed by IWWI plus all other amounts contributed by IWWI pursuant hereto shall be deemed “Total Project Capital”. In the event that IWWI fails to pay such expenses within said ten (10) day period, then Soam shall have all the following options:

(i)  To advance the expenses of IWWI, which shall be considered a loan to IWWI due on demand and shall bear interest at the rate of ten percent (10%) per annum (or the highest rate allowable by law, if lower than ten percent (10%) per annum) until paid, and/or

(ii)  To institute legal action against IWWI, in which event IWWI shall be responsible for all costs of said action, including the actual attorneys’ fees incurred, and/or

(iii)  To foreclose on the lien of IWWI in accordance with then applicable provisions of Pennsylvania law, and/or

(iv)  To invest, upon thirty (30) days written notice, the funds required, and increase its percentage of ownership in an amount relative to the increase in the amount of capital contributed, and/or

(v)  To dissolve this Joint Venture.

(b)  It is agreed that the revenues generated by the Joint Venture Business shall be used to pay expenses of the Joint Venture Business before the Manager calls upon IWWI for the payment of such expenses. Notwithstanding anything herein to the contrary, as long as IWWI is in default in the payment of expenses to the Joint Venture, any distributions of cash relating to its interest in the Joint Venture shall be withheld and offset against the amount in default or shall be applied to any loan made by Soam pursuant to Section 3.2(a)(i) above.

(c)  In the event that this Joint Venture is dissolved pursuant to Section 3.2(a), once distributions are made pursuant to Section 6.2 and Section 4.2, if IWWI has not received repayment of its Total Project Capital in full, it will retain a lien on the Banning 1 Lease, and will continue to receive 50% of the net profits generated from the lease until their contributions are returned in full.

(d)  Each of the Parties shall be required to contribute to the Joint Venture its pro rata share of any capital necessary to reimburse any other Party for expenses which are reimbursable under Section 4.4, based on each Party’s interest in the Joint Venture. Each Party has and is hereby granted a lien on the interest of each of the other Parties in the Joint Venture to secure the payment by each Party of its proportionate share of such expenses. Notwithstanding such lien, each Party shall be personally liable for its proportionate share of expenses.

3.3  -No Interest on Capital Contributions. No Party shall be entitled to receive interest on any amount contributed to the capital of the Joint Venture.

3.4  -Withdrawal of Capital. Except as provided in this Agreement, no Party may withdraw all or any part of its capital from the Joint Venture.

3.5  -Right to Receive Assets Other Than Cash. Except as otherwise provided in this Agreement, no Party shall have the right to demand or receive assets other than cash as distributions under Section 4.2, upon dissolution of the Joint Venture, or otherwise.

3.6  -Loans to or From the Joint Venture. Except for as provided in Section 3.2(a)(i), no Party may loan or advance any money to, or borrow any money from, the Joint Venture without the mutual agreement of all of the Parties.

ARTICLE 4  

4.1  -Allocation of Profits and Losses.

(a)  The parties shall shares losses as follows: First, one hundred percent (100%) should be allocated to IWWI, to the extent of the Total Project Capital IWWI contributes to the Joint Venture, and, thereafter, the net losses of the Joint Venture shall be split evenly between the Parties in accordance with their respective interests in the Joint Venture, pursuant to Section 704(b) of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder.

(b)  The parties shall share profits as follows: First, one hundred percent (100%) should be allocated to IWWI, to the extent of the Total Project Capital IWWI contributes to the Joint Venture, and, thereafter, the net profits of the Joint Venture shall be split evenly between the Parties in accordance with their respective interests in the Joint Venture, pursuant to Section 704(b) of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder.

4.2  -Cash Distributions. The Joint Venture shall promptly distribute to the Parties all “Cash Available for Distribution.” “Cash Available for Distribution” shall mean all cash received by the Joint Venture from its regular business operations and from all other so