Joint Venture Agreement

Exhibit 10.1

Joint Venture Agreement

This Joint Venture Agreement is made in Ft. Lauderdale  Florida, as of this  7 ^th day of February, 2007, by and between SiteWorks, Building & Dev LLC. , (or assigns as permitted herein) (together, “Siteworks.”) having its offices at 6464 N W 5h Way , Ft.Lauderdale , Florida 33309  (or “JV Partner”) and Owen Baynard  and /or Assigns, et Al. , (“Equity Partner”). JV Partner and Equity Partner are sometimes hereinafter known as the “Parties”, or individually, a “Party”.

RECITALS

This Joint Venture Agreement is entered into with regard to the following factual recitals made a part hereof.

Whereas, the Parties have previously entered into a Letter of Intent, whereby they have agreed to acquire, develop and market affordable l homes in Chiefland , Florida  (“Project”) the terms of which are incorporated herein; and

Whereas, the Parties have agreed to form a joint venture company, which shall be Chiefland Partners (the “Company”) to develop the Project, all as more particularly described hereinafter.

Now, therefore , in consideration of the premises and the mutual promises, warranties, covenants and agreements made herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree, as follows:

ARTICLE I
DEFINED TERMS

          As used herein, the following terms shall have the following meanings:

           Affiliate .   The term “Affiliate” shall mean, as to any Person, (i) any other Person directly or indirectly controlling, controlled by or under common control with such Person; (ii) the officers, directors or partners of such Person; (iii) if such Person is an officer, director or partner, any company for which such Person acts in any such capacity; and (iv) any relative (by blood, adoption or marriage) within the second degree of any such Person or of any Person described in (i) and (ii) above. For purposes of this definition the term “control” means the ownership of 50% or more of the beneficial or voting interest in the Person referred to.

           Approved by or of the Parties .  The term “Approved by the Parties” or “Approval of the Parties” shall mean approved in writing in advance by more than 50% of all the equity of the Company then held by the Parties in their sole and absolute discretion unless otherwise expressly provided for herein.

           Change Order .  The term “Change Order” shall mean any request for a change to the Plans.

           Development Plan .  The term “Development Plan” is the plan for the acquisition, construction, development, operation and management of the Project.

           Member .  The term “Member” or “Representative” shall mean the authorized corporate officer(s) or shareholder(s) or other authorized agent(s), as the case may be, through whom a Party shall act in connection with decisions relating to its interest in the Company.

           Person .  The term “Person” shall mean any individual, partnership, association, corporation or other entity.

           Plans .  The term “Plans” shall mean the plans and specifications prepared in accordance with the Development Plan.

           Principles for Formation of the Company . The term “Principles for Formation of the Company” means those statements and/or agreements set forth in Exhibit A and A-1.

           Project Cost .  The term “Project Cost” shall mean the actual total cost of acquiring and constructing the Project.

           Project Budget .  The term “Project Budget” shall mean the Project Cost budget set forth in the Development Plan.

           Sales or Refinancing Proceeds .  The term “Sales or Refinancing Proceeds” shall mean the excess of the proceeds received by the Company from (i) any sale or other disposition of all or part of the Project (other than incidental sales of personal property or fixtures), (ii) any casualty resulting in the receipt of insurance proceeds (other than under policies commonly known as rent insurance) or damage recoveries by the Company, (iii) the condemnation of all or part of the Project, (iv) any future mortgaging or refinancing of the Project or other loan as Approved by the Parties and/or (v) any other transactions involving the ownership, operation or maintenance of the Project; over (A) any and all interest on and principal of any debt obligations of the Company that become due as a result of the occurrence of any of the events herein; (B) all costs and expenses related to such sale, insurance claim, condemnation, mortgaging, refinancing, loan or other transaction and (C) the amounts paid or reserved to fund the cost of restoration or the expenditures of the Company for which such mortgaging, refinancing, financing or loan occurred as Approved by the Parties.

          All personal pronouns used in this Joint Venture Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural and vice versa.  Titles of Articles and Sections are for convenience only, and neither limit nor amplify the provisions of the Joint Venture Agreement itself, and all references herein to Articles, Sections or subdivisions thereof shall refer to the corresponding Article, Section or subdivision of this Joint Venture Agreement unless specified reference is made to such Article, Sections or subdivisions of another document or instrument.

ARTICLE II
FORMATION AND SCOPE

2.1.     Formation of the Company

          The Parties hereto hereby agree to form the Company in Florida and the business and affairs of the Company shall be conducted under the name of Chiefland  Ventures LLC or such other name as the Parties shall otherwise determine.

2.2.    Governing Law

          Except as expressly provided herein to the contrary, the rights and obligations of the Parties and the administration and termination of the Company shall be governed by the laws of its jurisdiction.

2.3.     Scope

          (a)          Subject to the provisions of this Joint Venture Agreement, the Company shall be limited to the acquisition of the Project and the development, operation and management of the Project in accordance with the Development Plan. The Company shall be formed in accordance with the terms of this Joint Venture Agreement and the Principles for Formation of the Company, and the Project shall be constructed in compliance (except for minor and immaterial changes and variations) with all applicable laws and the Development Plan. In the event of a conflict between this Joint Venture Agreement and the Principles for Formation of the Company, on the one hand, and the Development Plan, on the other, this Joint Venture Agreement and the Principles for Formation of the Company shall control.

          (b)          Nothing in this Joint Venture Agreement shall be deemed to restrict in any way the freedom of any Party (or any Affiliate of any Party) to conduct any other business or activity whatsoever (including the acquisition, development, leasing, sale, operation and management of real property) without any accountability to any other Party with respect to the income or profits therefrom or the effect of such activity on the Project, so long as business or activity does not directly or indirectly compete with the business of the Company.

2.4.     Assumed Name Certificates

          The Parties shall execute and file in the appropriate records any assumed or fictitious name certificate or certificates required by law to be filed in connection with the formation of the Company.

2.5.     Authority of a Party

          Except as otherwise expressly and specifically provided in this Joint Venture Agreement, no Party shall have any authority to act for, or assume any obligations or responsibility on behalf of, any other Party or the Company.

2.6.      Principal Place of Business

          The principal place of business of the Company shall be the offices of the JV Partner.

ARTICLE III
MANAGEMENT

3.1.     Management

          (a)          Subject to the terms hereof, all decisions with respect to the operation and control of the Company shall be vested in the Company’s Board of Directors herein called “The Board”. Regardless of its equity holding of the Company, each party will appoint two Directors each to the Board and all decisions of the Board will be made by a majority vote of its Directors.

          (b)          In addition, the Company shall cause its founding documents to provide that no act shall be taken, sum expended, decision made or obligation incurred with respect to any of the major decisions enumerated below (hereinafter called “Major Decisions”), unless such act, sum, decision or obligation has been Approved by no less than 51% of the Board. Major Decisions shall include:

                         (i)          Acquisition of any land or interest therein other than the Project;

                         (ii)         Any debt financing of, or borrowing by, the Company, including, but not limited to, obtaining letters of credit or mortgaging or the placing of any permanent financing or other encumbrance on the Project or any parts thereof;

                         (iii)        Selecting or varying depreciation and accounting methods, changing the fiscal year of the Company and making other material decisions with respect to treatment of various transactions for accounting or tax purposes including making elections as to the proper maintenance of the Capital Accounts of the Parties;

                         (iv)        Approval of any Change Order whose cost will exceed $100,000 individually or whose cost when aggregated with all previous Change Orders will exceed $500,000;

                         (v)         Making non-capital expenditures in excess of $100,000 of the aggregate amount authorized under an annual budget Approved by the Parties for non-capital expenditures; provided, however, that the JV Partner may freely pay all real estate taxes, utilities, debt service and other amounts due on borrowings entered into by the Company and insurance premiums (for insurance Approved by the Parties); and provided, further, the Board of Directors may make emergency expenditures, even if such payments are not authorized under the Annual Budget or exceed the amounts authorized there under by more than $100,000, provided that the JV Partner notifies the Parties and the Board of such emergency expenditure contemporaneously therewith or as soon as reasonably practicable thereafter (as used herein, the term “emergency expenditures” means expenditures necessary to prevent damage or injury to the Project or to prevent exposing any person or entity to damage or injury or to prevent any other act or omission which would, in the good faith judgment of the Board, expose the Company to an unreasonable or unwarranted risk of loss, damage, or injury);

                         (vi)       Approval of any modification to the Development Plan;

                         (vii)     Granting, altering or terminating any Project rights or easements;

                         (viii)     Making any distributions of dividends to the Parties, except as set forth in this Joint Venture Agreement;

                         (ix)       The filing of a petition in bankruptcy;

                         (x)        Doing any act in contravention of this Joint Venture Agreement; and,

                         (xi)       Any other decision or action which, by the provisions of this Joint Venture Agreement, is required to be approved by the Parties.

The Company, at its expense, will furnish, or where appropriate, make available to each Party, or use its best efforts to obtain from third parties, such documents and information such Party may reasonably request in order to enable such Party to make the Major Decisions set forth above. The failure of any Party to approve or disapprove any Major Decision within 5 days after (i) receipt by such Party of a notice requesting its approval and (ii) receipt of all additional information reasonably requested by such Party pertaining thereto, shall be deemed the approval of such Party to such Major Decision.

          (c)          Each Party hereby acknowledges that such Party has received, reviewed and approved the Development Plan.

3.2.     Execution and Performance of Documents

          Documents to which the Company is a party shall be executed and/or performed on behalf of the Company by its JV Partner after the approval of such documents by the Board of Directors. No Person shall be required to inquire into said authority of the Board to execute and/or perform any document on behalf of the Company except as otherwise expressly provided in this Joint Venture Agreement, no Party or Member thereof shall have the authority or right to bind or act for any Company or any of the other Parties.

3.3.     Decisions by the Parties/Party’s Authority

          (a)          Each Party shall act through the persons it has appointed to oversee and make decisions with respect to its interest in the Company in compliance with the Principles for Formation of the Company. Upon notice to the other Party, each Party may at any time and for any reason substitute another person as its Representative. If a particular Representative should die, retire, withdraw for any reason or become disabled, the Party whom such Representative represents shall designate a substitute Representative within the following 10 business days. If during any period of time the Representative(s) representing a Party should die, retire, withdraw or for any reason become disabled the Company shall make no further Major Decisions until at least one Representative representing such Party shall have been substituted as set forth above. Further, for any purpose, a Representative may be represented by a proxy appointed by a written, executed instrument or a telegram, telecopy or telex.

          (b)          The Members of the Company shall meet at least quarterly, in Miami, Florida or such other place Approved by the Parties at a time and place acceptable to all Members. The Company shall indemnify and hold harmless each Member from and against any claim, cost (including reasonable attorneys’ fees), liability, judgment or cause of action which he may sustain or incur as a result of acting (or of having acted) as a Member, provided that such indemnification shall not encompass bad faith or any grossly negligent act or omission; and provided further that such indemnification shall extend only to a Member’s capacity, as such, and accordingly shall not affect the liability which any Member representing a Party, who may also be an officer of such Party, has as such officer.

          (c)          Alt