JOINT VENTURE AGREEMENT

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:

	$      3,475,000.00
First 50%	$         868,750.00	To paid by Purewal
	$