EXHIBIT 4.1
REAL ESTATE JOINT VENTURE AGREEMENT
This JOINT VENTURE AGREEMENT made June 2, 2005, between: J.
Holder,
Inc., a New Jersey Corporation (hereinafter
"J. Holder")
and
Groveland Estates, L.L.C., a Delaware
corporation (hereinafter "Groveland")
(hereinafter collectively referred to as
"party" or one of the "parties") ,
WITNESSETH THAT:
1. Name
and business. The
parties do hereby form a joint venture
to be known as "700 JORDAN BLASS ESTATES "
to market, build upon, alter, repair,
rent, lease, and otherwise deal with real
property, particularly, and only, the
lands and premises known as 700 Jordan
Blass, Melbourne, Fla. , hereinafter
called the "P. Q.". The principal office of
the business shall be c/o Ragan &
Ragan, P.C., 3100 Route 138 West, Brinley
Plaza - Building One, Wall, N.J.
07719.
2.
Term. The partnership
shall begin on the same day as the
execution of this agreement by all parties,
and shall continue until terminated
as herein provided.
3.
Capital. J. Holder
agrees to contribute whatever cash may be
required for the acquisition of title to
the P.Q. into J. Holder, Inc. (via quit
claim deed from Groveland), and then
marketing, development if deemed feasible
by the parties, and sale of the P.Q. (
including all carrying costs, i.e. taxes,
insurance, utilities etc.) Such cash
contributions are at the sole discretion of
J. Holder. If at any time or times
hereafter, the parties hereto should
determine that future capital is required
by this joint venture and that the
capital of the joint venture should be
increased, the additional capital
required shall be contributed by J. Holder.
Notwithstanding, J. Holder shall be
responsibility to advance all carrying
costs for the P.Q.
Page 1 of 8
<PAGE>
4.
Profit, Loses and Return of Capital. The net profits and
return of capital of the joint venture
shall be divided between the parties upon
sale of the P.Q. as hereinafter set forth,
The foregoing means: 100% return of
all capital, including acquisition
(including the cost, if any, of J. Holder
clearing any title exceptions on the title
to the P.Q. from Groveland to enable
a clear owner's title policy) and
development, carrying costs relating to the
P.Q. plus J. Holder's actual cost of funds
(i.e. 2 points & 10%/annum interest)
advanced and 60% of profit to J. Holder;
and, 40% of profit to Groveland plus
20% of the actual cost (post acquisition)
of development of the PQ. If developed
into units, such costs to be paid pro rata
on the sale of each unit. Any net
losses to the joint venture shall be borne
by each party pro rata according to
the aforesaid formula for profits. Joint
venture profits and losses shall be
charged or credited to each party
respectively.
5.
Salaries and drawings.
No party shall receive any salary for
services rendered to the joint venture. The
efforts of each party is recognized
by the others as is reflected in the
formula for profits and loses in paragraph
4. above.
6.
Interest. Interest
shall be paid on contributions to the
capital of the joint venture or on any
subsequent contributions of capital as
provided in para. 4 above.
7.
Management, duties, and restrictions.
------------------------------------
(a) The
written consent of all parties shall be required
with respect to the management, conduct,
and operation of the joint venture
business.
(b) Each party
may have other business interests and may
engage in any other business or trade,
profession, or employment whatsoever, on
his own account, or in joint venture with
or as an employee of or as an officer,
Page 2 of 8
<PAGE>
director, or shareholder of any other
person, firm, or corporation, and he shall
not be required to devote his entire time
to the business of the joint venture.
No party shall be obligated to devote more
time and attention to the conduct of
the business of the joint venture than
shall be required for the supervision of
the ownership, operation, and management of
the P.Q. as provided herein.
8.
Banking. Not
applicable, as all funds are as advanced by J.
Holder, Inc.
9.
Books. The joint
venture books shall be maintained as a part
of the books and records of J. Holder.
Groveland shall have the right to inspect
J. Holder's books relating to the P.Q. and
J. Holder agrees to maintain such
books in accordance with sound accounting
principles.
10.
Voluntary
