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Joint Venture JV Agreement

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Governing Law: New Jersey     Date: 6/22/2005
Industry: Aerospace and Defense     Sector: Capital Goods

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                                                                     EXHIBIT 4.1






         This JOINT VENTURE AGREEMENT made June 2, 2005, between: J. Holder,

Inc., a New Jersey Corporation (hereinafter "J. Holder")




Groveland Estates, L.L.C., a Delaware corporation (hereinafter "Groveland")

(hereinafter collectively referred to as "party" or one of the "parties") ,




         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.



         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



         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



                  (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



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 termination.   The joint venture may be dissolved at

any time by written agreement of the parties, in which event the parties shall

proceed with reasonable promptness to sell any and all assets owned by the joint

venture and to liquidate the business of the joint venture. The joint venture

shall also be dissolved by the sale of the PQ which is the subject of this joint

venture. Upon dissolution, the assets of the joint venture business shall be

used and distributed in the following order:


                  (a)       to pay or provide for the payment of all joint

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