Exhibit
99.1
JOINT VENTURE
AGREEMENT
THIS JOINT
VENTURE AGREEMENT (the "Agreement"), made and entered into as
of
this 12 day of
July, 2011,
by and between
FOREX INTERNATIONAL TRADING CORP M.S. LTD – Company number
514424985 of Israel (hereinafter "FIT”") and
Heffernan
Capital Management Co Ltd
1.01 Business
Purpose. The business of the Joint Venture shall be as
follows:
International
Foreign Exchange Trading – utilizing exiting trading platform
via White label under the
URL: http://www.4xint.com to Non US
residences (“TP”).
1.02 Term of
the Agreement. This Joint Venture shall commence on the date first
above written and shall continue in existence for 6 months, where
then the parties will re-evaluate the performance of the platform
and will decide if to “convert” the platform to
Liquidity Provider rather than White Label, where the purpose is to
become Liquidity Provider until terminated, liquidated, or
dissolved by law or as hereinafter provided.
The following
comprise the general definitions of terms utilized in this
Agreement:
2.01 Affiliate.
An Affiliate of an entity is a person that, directly or indirectly
through one or more intermediaries, controls, is controlled by or
is under common control of such entity.
2.02 Capital
Contribution(s). The capital contribution to the Joint Venture
actually made by the parties, including property, cash and any
additional capital contributions made.
2.03 Profits
and Losses. Any income or loss of the Partnership for federal
income tax purposes determined by the Partnership's fiscal year,
including, without limitation, each item of
Partnership
income, gain, loss or deduction.
OBLIGATIONS OF
THE JOINT VENTURERS
Heffernan
Capital Management Co Ltd is responsible for all marketing
operations and decisions of the Joint Venture and will be
compensated for providing various services out of its portion of
the profit allocations.
4.01 Profits
and Losses deriving from TP per the terms of the licensing
agreement as defined there per the agreement between FXIT and
Triple 8 from April 2010 -
http://www.sec.gov/Archives/edgar/data/1471781/000101376210000895/form8k.htm
(said “White Label Agreement for the TP is attached to this
agreement and represent integral part of this
agreement. Commencing on the date hereof and ending on
the termination of the business of the Joint Venture, all profits,
losses and other allocations to the Joint Venture
shall be
allocated as follows at the conclusion of each fiscal
year:
Heffernan
Capital Management Co Ltd . . . . . . . . . 50%
As the nature
of the TP is that until 250 millions in trading volume is achieved,
30% of the P&L is being paid to FIT on monthly basis out of the
P&L activity, in essence, said monthly proceeds will be split
on monthly basis between the parties. To remove any doubt, all
proceeds deriving from said TP agreement (as if volume exceed 250
millions, then the TP entitled to 50% from P&L) will be split
in equal parts, where each party carry his own costs.
RIGHTS AND
DUTIES OF THE JOINT VENTURERS
5.01 Business
of the Joint Venture. Mr, Paul Ebeling Together with Mrs. Liat
Franco shall have full, exclusive and complete authority and
discretion in the management and control of the business of the
Joint Venture for the purposes herein stated and shall make all
decisions affecting the business of the Joint Venture. At such, any
action taken shall constitute the act of, and serve to bind, the
Joint Venture. _ Mr, Paul Ebeling Together with Mrs. Liat Franco
shall manage and control the affairs of the Joint Venture to the
best of its ability and shall use their best efforts to carry out
the business of the Joint Venture.
AGREEMENTS WITH
THIRD PARTIES AND
WITH AFFILIATES
OF THE JOINT VENTURERS
6.01 Validity
of Transactions. Affiliates of the parties to this Agreement may be
engaged to perform services for the Joint Venture. The validity of
any transaction, agreement or payment involving the Joint Venture
and any Affiliates of the parties to this Agreement otherwise
permitted by the terms of this Agreement shall not be affected by
reason of the relationship between them and such Affiliates or the
approval of said transactions, agreement or payment.
6.02 Other
Business of the Parties to this Agreement. The
