EXHIBIT 10.1
JOINT
VENTURE
AGREEMENT
Page 1 of 8 Pages
THIS AGREEMENT made
the
day of May 2009
BETWEEN:
SEA 2 SKY CORPORATION, a corporation registered under the laws
of Nevada, with an office at 2287 Slater Road,
Ferndale, WA
USA 98248.
(Hereinafter called the "SSKY")
OF THE FIRST PART
AND:
GATEWAY ASSOCIATES LLC. a corporation duly incorporated
under
the laws of the Lummi Indian Nation, WA USA 98248,
(hereinafter called the "Gateway")
WHEREAS:
A. SSKY is a public
corporation specializing in renewable
energy and
alternative energy supply and sources
to the United States and
international countries.
B. As part of its
operations SSKY is developing long term
sources of
supply
of woody biomass alternative
fuels in pelletized forms
(hereinafter
referred to as "Pellet Products").
C. Pellet Products are used in
various market places throughout the world
for
industrial, commercial and residential
applications of heat,
electricity
and other uses.
D. In addition, Pellet
Products are used by various customers within the
market
place; with some of those customers being individual home users
(hereinafter
the "Retail Market"),
governmental bodies, whether
federal, military, state or
local bodies or agencies
(the
"Institutional Market") and
large industrial contractors (the
"Industrial
Market").
E. In evaluating the US
marketplace, SSKY is in the process of locating
market
access points into the Retail Market, the Institutional
Market
and
Industrial Market.
F. After research SSKY has
determined that the Retail, Institutional and
Industrial Markets are competitive in
nature with the market for
SSKY's
Pellet Products is increasing in size and potential due to
the
increased US
Government mandates in each of the Retail, Institutional
and
Industrial Markets via the stimulus
funding set forth by the
government.
G. SSKY is in process of
evaluating the Retail Market and various retail
market entry
points.
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JOINT
Page
2 of 8 Pages
VENTURE AGREEMENT
H. Gateway is a
corporation incorporated under the laws of the
Lummi
Nation and
is controlled by Henry James.
I. Gateway is a
consulting corporation that has the ability to
source,
promote and to propose
contracts within the Institutional and
Industrial
Markets (the "Referral Network").
J. Gateway and
Gateway's Referral Network contains parties
who have
distinctive market access rights to the Institutional
and Industrial
Markets through the usage of, access to and
location on a Foreign
Trade Zone
(FTZ), a zone created under the Foreign-Trade Zones Act
of
1934,
(see US Code Title 19-Customs Duties)
which can allow and
facilitate
the movement of any international SSKY Pellet Products into
the United
States potentially without or with reduced import duties as
applicable
as well as significant tax and possible grant incentives in
doing
business within a Historically underutilized Business (HUB)
Zone
and the
Domestic Sovereign Lummi Nation.
K. Further, Gateway and
Gateway's Referral Network contains parties who
have
distinctive market access rights to
the Institutional and
Industrial
Markets through those parties various special
designations
under US law
as noted hereunder.
L. Gateway's
current research shows that
within the competitive
Institutional and Industrial Marketplace the US government has
created
various
incentive programs for certain demographic and minority
based
businesses
in the Institutional Marketplace to an aggregate of 23%
of
the Federal
Procurement Budget to compete; namely:
a. Under US Public Law
Public Law 108-183 and
Veterans
Administration Law 109-461. A requirement has been established
to provide a strategic plan to have
3% mandated purchase
requirements for Service-Disabled Veteran Owned Small Business
(SDVOSB) from the Budget.
b. Under Small Business
Reauthorization Act of 1997 a business
locating on a HUB Zone is eligible for
Federal contracting
preferences with the government
having a further 3% for
contract set-asides to HUB Zone-certified companies.
c. Under SBA regulations ata
small business is eligible for
Federal contracting preferences with the government having
up
to a further 13% for contract set-asides to
small business
companies.
d. Under SBA Reauthorization Act of
1999, SBA Regulations and
other law, a business owned and operated by a Native
American
is eligible for Federal contracting
preferences with the
government having a further 5% for contract set-asides.
(with
these four category rights collectively
referred to as the
Special
Category Business Rights" and the minority business
referred
to as
"Special Category Businesses").
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JOINT
Page 3 of 8 Pages
VENTURE AGREEMENT
Based on
research, the cumulative mandate of the US government is
the
within the
Institutional Market, businesses that have these
Special
Category
Businesses Rights have the right under a contract set-aside
to
sell into the government on a priority
basis of 23 % of the US
federal
Budget of $425,000,000,000 for a total contract preference
of
$97,750,000,000.
M. In evaluating the
Industrial Market, Gateway has determined that the
US
Government often requires that the industrial companies
within the
Industrial
Market, provide a similar mandate of their own
buying to
Special
Category Business companies in order at times to be
eligible
to continued
contracting with the US government
N. Based on current
evaluation, currently only approximately one-quarter
of this
target amount is serviced, leaving approximately
17% of the
federal procurement budget as an unmet market
need. The current US
federal
procurement budget is estimated to be $425,000,000,000 dollars
thereby leaving the unmet market need available to
Special Category
Businesses
is as high as $72,250,000,000 Dollars (the
"Institutional
Market Unmet
Demand").
O. Although not quantifiable,
Gateway is aware that the Industrial Market
has similar
type programs and will be of like size (the
"Industrial
Market Unmet
Demand").
P. The parties
hereto agree to commence a
Joint Venture between
themselves in accordance with the
terms of this agreement where
Gateway will engage its Referral
Network to allow SSKY to submit,
promote and provide its Pellet
Products and expertise to the
Institution and Industrial Markets to tap into and
start to meet the
Institutional Market and Industrial Market Unmet Demand
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in
consideration of the premises,
the mutual covenants herein contained, and other good and valuable
consideration
now paid by each party to the other, the receipt and
s
