THIS JOINT VENTURE AGREEMENT (herein after referred to as the “Agreement”) is entered into this 30th day of September, 2010, by and among:
International Capital partners, LLC a Delaware limited liability company with its registered office at 9120 Rockrose Dr Tampa, FL 33647 and Joeseph F Maida, Inc- a corporation incorporated in Florida with its registered office at 4000 W Island Blvd Aventura Florida 33160 suite 1002 ( IJ) “IJ” as used herein shall include each of the officers/directors/employees of the company, affiliated companies and other affiliated entities
Alto Group Holdings, incorporated in Nevada with its registered office located at 10757 South River Front Parkway Ste. 125 South Jordan, UT 84095 (“ALTO”) “ALTO” as used herein shall include each of the officers/directors/employees of the company, affiliated companies and other affiliated entities
(Each of the above a “Party” and collectively the “Parties”).
W I T N E S S E T H:
WHEREAS, the Parties desire to enter into the Joint Venture covering the Project as defined below by execution of this Agreement for the purposes set forth herein, including defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the Project; and
NOW, THEREFORE , in consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, the Parties agree to cooperate and coordinate their activities for the purposes before mentioned, and intending to be legally bound hereby, the Parties hereto do covenant and agree as follows:
" Project" shall refer to the purchase and resale of Commodity products by the Joint Venture from any and all suppliers to any and all buyers of those products on terms to be mutually agreed upon by the Parties. The Parties to this Agreement will cooperate and coordinate their actions in order to effectuate the successful purchase and resale of said products.
(a) The Parties do hereby enter into this agreement in order to effectuate the Project and to carry on the purposes for which provision is made herein.
(b) The Parties shall execute such documents as may be required for the Project and the joint venture to operate successfully.
and use of their credit lines from major world banks, and issuance a DLC to ALTO’s end seller, after the seller, exit buyer and PB are in place.
ALTO shall establish and maintain all bank accounts and bookkeeping and accounting records and systems for and on behalf of the Joint Venture, in accordance with United States Generally Accepted Accounting Principles then in effect. ALTO shall establish and maintain complete and accurate records and accounts of all transactions undertaken by and in connection with the Joint Venture.
The Parties shall share the total profit realized from the Project, after netting out any mutually agreed costs and expenses as set forth below. All costs and expenses for the issuance of any instruments are to be the full responsibility of IJ.
Facsimile copy of this Agreement shall be deemed as Original for 2 weeks until originals are exchanged
6. RESOLUTION OF DISPUTES
All disputes arising out of this Agreem