Exhibit 10.2
JOINT VENTURE AGREEMENT
THIS AGREEMENT is dated for reference this
28th day of July, 2006
BETWEEN:
STANFORD DEVELOPMENT CORPORATION ,
of 1963 Lougheed Highway, Coquitlam, British Columbia, V3K
3T8
(the “Company”)
OF THE FIRST PART
AND:
CANITALIA INDUSTRIES LTD.
(“Canitalia”)
OF THE SECOND PART
AND:
449991 B.C. LTD.
(“Purewal”)
OF THE THIRD PART
WHEREAS:
A.
Canitalia, Purewal and the Company (the
“Partners”) have entered into an agreement on July
14, 2006 to purchase two properties located at 20542 - 80
th Avenue and 20514 - 80 th Avenue,
Langley, B.C. (the “Properties”) for $1.7 million
each with the intention of proceeding with the development of
the Properties (the “Project”); and
B.
The Partners are attempting to arrange for a
bank loan to fund the purchase price and related expenses of
acquiring the Properties
NOW THEREFORE THIS AGREEMENT WITNESSES that
the parties mutually agree as follows:
1.
PARTNERSHIP
1.1
In the event a bank loan is available, the down
payment of the bank loan will be paid by Purewal and the Company
equally and all mortgage payments will be paid equally by
Purewal, Canatalia and the Company. All expenses associated with
any development, legal fees, mortgage setup costs, etc. will
also be paid equally by the three partners. After 5 years
from the date of purchase of this Agreement, if the Project is
not sold, Canatalia will be required to inject its 33.3% portion
of the down payment (“Canatalia Payment”) into the
Project and the Company and Purewal will be entitled to withdraw
50% of the Canatalia Payment from the Project each.
In the event the project is sold, the Company
and Purewal will be paid their respective down payments first
before any profits are distributed.
In the event the Project sustains a loss, the
loss is shared equally amongst the three partners.
1.2
In the event a bank requires the security of the
building located at 1963 lougheed Highway, Coquitlam and owned
by the Company’s subsidiary 0716590 BC Ltd.
(“Asset”) in order to proceed with the mortgage, the
Partners agree that, for the duration the Asset is pledged
(maximum 1 year), the Partners will pay the Company’s
subsidiary $7,083 per month.
1.31
In the event a bank loan is NOT available, the
estimated purchase price of $3,475,000 will be paid by:
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$ 3,475,000.00
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First 50%
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$
868,750.00
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To paid by Purewal
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$
868,750.00
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To be paid by Company
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Second 50%
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$
579,166.67
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To be paid by Canatalia
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$
579,166.67
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To paid by Purewal
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$
579,166.67
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To be paid by Company
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$ 3,475,000.00
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These f
