JOINT VENTURE AGREEMENT

BETWEEN

METALS & ARSENIC REMOVAL TECHNOLOGY, INC. (MARTI) a duly incorporated company whose registered address is 2503 reliance Ave. Apex, 27539 North Carolina, United States of America represented herein by George A. Moore III in his capacity as President and Chief Executive Officer of MARTI, INC., he by his signature warranting that he is duly authorised;

A N D

Advanced Water Recycle Inc a duly incorporated company whose registered office is at 2501 Reliance Ave., Apex, NC 27539 (hereinafter collectively and jointly and severally referred to as “AWR”) represented herein by Dennis Mast in his capacity as the duly authorised agent of the AWR Inc, he by his signature warranting that he is duly authorised.

1.

The parties each have a desire to team together and use the dual experience in Water treatment, and development to produce systems using the patented ARTI-64 product, and other technologies related to water treatment.

2.

The parties wish to utilize their expertise and intellectual property rights to develop, marker, and operate water treatment recycle systems for market.

3.

Both the MARTI Inc and AWR have intellectual property rights with or related to the provision of water treatment systems, in the case of MARTI being in particular its water treatment media and equipment in the case of the AWRI its production and management capabilities.

1.

INTERPRETATIONS AND DEFINITIONS

1.1

In this agreement the following terms shall, unless the context otherwise admits or requires, have the following meanings:

1.2

In this agreement reference to the plural includes reference to the singular and vice versa.

1.3

In this agreement reference to any statutory provision shall include any statutory provision which amends or replaces it and any subordinate legislation made under it. Headings inserted in this agreement are for convenience of reference only and do not effect the interpretation of this agreement.

2.

ESTABLISHMENT OF JOINT VENTURE

2.1

This agreement shall commence on April 3, 2006 and shall terminate in accordance with clause 12.

2.2

The joint venturers hereby establish a joint venture in accordance with the provisions of this agreement for the purpose of pursuing the business.

2.3

Upon or as soon as possible after the commencement date:

(i)

Metal & Arsenic Removal Technology, Inc. (“MARTI”) raw materials relater to the production of ARTI-64.

(ii)

Instructions and literature related to Treatment.

(iii)

On-site assistance for start-ups.

(iv)

Access to the MARTI advisory board and Board members

(v)

Access to MARTI staff.

(vi)

Aid in design of systems

(ii)

Connection to market;

(iii)

Long term operation of system:

(v)

Oversee construction of systems

(vii)

Engineering services

2.4

The joint venture shall operate as from the commencement date and the joint venturers shall conduct themselves in relation to the joint venture and this agreement for the maximum commercial advantage of the joint venture and the joint venturers consistent with prudent commercial practice and the laws of the USA to the extent relevant.

3.

MANAGEMENT COMMITTEE

3.1

The day-to-day management of the joint venture and policy matters of the joint venture shall be conducted by a management committee which shall consist of one representative appointed in writing by each of the joint venturers in respect of which the following shall apply:

(b)

Any joint venturer may at any time appoint one person to act as an alternative to its representative at any meeting or meetings and may at any time cancel the appointment.

(c)

Each joint venturer may cancel the appointment of its representative provided that such notice appoints another representative in his stead.

(d)

Every such appointment or cancellation or reappointment shall be by notice in writing to the other joint venturer.

(e)

It shall be the responsibility of each joint venturer to appoint and maintain valid appointments of its representative and any alternates.

3.2

Any joint venturer and any representative may, at any time, by notice in writing to the other joint venturer given pursuant to clause 3.5 summon a meeting of the management committee.

3.3

The joint venturers shall ensure that the management committee meets, either in person, or by video or telephone link, or by such other technological means as the parties may from time to time stipulate, at least every month.

3.4

All meetings of representatives shall, unless otherwise agreed by the joint venturers, be held at such reasonable place in North Carolina, the USA as the joint venturer calling the meeting chooses.

3.5

Not less than 14 days prior written notice shall be given to each joint venturer of all meetings of the management committee specifying the general nature of the business to be transacted thereat, and unless otherwise agreed unanimously by the representatives of the joint venturer present thereat, no business other than that specified shall be transacted at the relevant meeting. 

3.6

The quorum for meetings shall be one representative appointed by each joint venturer.

3.7

If within half an hour from the time appointed for a meeting of the management committee a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for such adjourned meeting, the representative then present shall be deemed to be a quorum.

4.

POWERS OF THE MANAGEMENT COMMITTEE

4.1

A meeting of the management committee at which a quorum is present shall be empowered to exercise the functions of the joint venturers under this agreement, except for the following purposes:

4.2

Except where it is expressly provided in this agreement to the contrary, decisions taken by the representatives in relation to the joint venture shall be unanimous.

4.3

The members of the management committee may if they so desire nominate one of their members to be the chairperson of all meetings of representatives. The chairperson shall not be entitled to any casting vote.

4.4

Minutes, and a tape record of the proceedings at meetings of representatives shall be kept and copies thereof circulated within 30 days after such meeting to joint venturers for review, comment and such action as may be required.

4.5

Notwithstanding anything to the contrary herein contained, a motion, proposal or any other matter approved in writing (including by facsimile, telex, telegram or e-mail) by all the joint venturers entitled to be represented at meetings of representatives and directed to the other joint venturer, shall be binding and be given effect to as if it were duly passed at a meeting of representatives.

5.

FINANCIAL

6.

SPECIAL VOTING ARRANGEMENTS

6.1

The joint venturers agree that, notwithstanding anything contained in this agreement, no decision of the management committee shall be made in respect of any of the matters referred to in clause 6.2 unless supported by each of the controlling bodies of the joint venturers themselves. The joint venturers agree that any resolution passed or decisions made in contravention of this clause shall be immediately rescinded.