REAL ESTATE JOINT VENTURE AGREEMENT
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.
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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
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,
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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.
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.