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Joint Venture agreement

This Joint Venture Agreement made this XXth Day of October, 2010.

By and Between

ëarty (A): Mr. XXXXXXXXXXXXXXXXXXXXX

Holder of Passport of the
Street
Phone/facsimile
eMail

- Hereinafter referenced to as ³Name Abbrevation´ and/or collectively

to as the ³ Collective PARTNER´ and/or ³Party (A)´
&

ëarty (B):
Mr. ëeter LIëë

Capital tate project Limited ± U.K.
Holder of Passport of Belgian with N°.: 278-0593118-42
Street
Phone/facsimile
Mobile: + 32.488.415.160
email: cfo.uk@capitalestateprojects.com

Hereinafter referenced to as ³PL´ and/or collectively to as the ³ Collective

PARTNER´ and/or ³Party (C)´
-

oIT
 :

ohereas in consideration to the mutual covenants and agreements contained herein, facilitator
and Collectives parties intending to be legally bound hereby, agree as follows:

1. The Collective Parties hereby form a joint venture for the purpose of the use of the
XXXXINSTRUMENTXXX ± specific in attachment ³A´ in the Private Placement
Investment Program
And all future business transaction and projects.
2. The ³Collective Parties´ ownership interest of the Joint Venture Shall be as follows:



  
  
 
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XX % of the global net benefit after deduction of any fees and expenses will be paid to
PARTY (A) = ACCOUNT SIGNATORY NAME
XX % of the global net benefit after deduction of any fees and expenses will be paid to
Party (B) = Capital Estate Projects Limited- represented by Peter Lippens.
3. All ³Collective Parties´ shall office from their own office locations and be responsible for
their own expenses pertaining to the transaction in attachment ³A´ and all future business
transaction and projects.
4. All controversies arising under or in connection with or relating to any alleged breach of
this Joint Venture Agreement shall be settled by arbitration in accordance with the rules
the obtaining of the International Chamber of Commerce, and judgment upon award
rendered may be entered in any court having jurisdiction.
5. This joint venture Agreement shall be binding upon and inure to the benefit of the
³Collective Parties´ hereto and their respective heirs, executors, administrators,
successors and assigns.
6. This joint Venture Agreement constitutes the entire agreement between the ³Collective
Parties´ hereto and supersedes all prior agreement negotiations and understandings of any
nature with respect to the subject matter hereto. No amendment waiver or discharge of
any of the provisions of this agreement shall be effective against any ³Collective parties´
unless the ³Collective Parties´ all have consented hereto in writing.
7. This Joint Venture Agreement shall be construed interpreted and enforced in accordance
with the Laws of England.

I
oIT
 o   ³Party (A)´ and ³Party (B)´ have caused this Joint Venture
Agreement to be duly executed this agreement the day and year first above written.

o  A, the ³Collective Parties´ wish to enter into an agreement for the purpose of
preventing the circumvention of one party by the other.

o  A, The ³Collective Parties´ wish to enter into an agreement for the purpose of
preventing the unauthorized disclosure and use of confidential information.

o T   , in consideration of the mutual covenants, warranties terms, and

conditions herein contained and for the other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and agreed as follows:

CLL CTIV ëATI   ë 
TATI
 A
 oAA
TI 

The ³Collective Parties´ hereby makes the following representations and warranties to each
of the ³Collective Parties´

a) ëo  T X CUT
 LIV  A
 ë M. The ³Collective Parties´ has
all necessary power and capability to execute deliver and perform the obligation to be



  
  
 
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preformed by the ³COLLECTIVE PARTIES´ pursuant to this agreement. This agreement
has been executed and delivered by, and is the valid and binding obligation of the
³Collective Parties´
b)
 VILATI
 LAo   C , the execution, delivery and performance
of the agreement by the ³Collective Parties´ are not prohibited by, or do not violate any
law, rule, regulation, judgment, decree or other requirement to which the ³Collective
Parties´
c)
 GV 
M
T C

T. Other then such consents and approval as are
othwresie delineated herein, no government consents approvals, orders or authorizations
are required for the execution, delivery or performance of this agreement by the
³Collective parties´.
d) CMëLIA
C oIT LAo A
 AG M
T. Neither the execution, delivery,
nor the performance of this agreement will conflict with or results in a breach of, or
default under, any provision of any contract agreement, law order ruling certificate,
license, regulation or demand of any court, agency or tribunal to which the ³Collective
Parties´ are subject.
e) ACCUACY  I
MATI
U
IC . No representation or warranty by
the ³Collective Parties´ contained in this agreement, and no statement contained in any
certificate furnished by, to be furnished by, or to be furnished on behalf of the ³Collective
parties´ pursuant hereto contains any untrue statement or fact: NOR is the ³Collective
Parties´ omitting, or will omit material facts that may tender the submitted information
misleading and/or erroneous.
All representatives, warranties and certificates will be given in an attempt to clarify,
disclose and reveal all pertinent material pursuant to the transaction herein being entered
into by all ³Collective parties´.

ATICL 1

ection 1

CICUMV
TI
G  UI M
T

The ³Collective Parties´ hereby agree to the following terms and conditions regarding non-
circumvention.

a) oITT
ë MII
. The ³Collective Parties´, hereby agree that it or tis partners,
or any subsidiary, director, officer, employee, agent, consultant, associate or any other
person or persons, entity or entities associated with is shall not meat with deal with or be
involved.
ii) In any transaction with any projects, buyers, or seller or their respective agents¶
assignees, associates, affiliates or employees introduced by any other party yet unnamed
or undocumented without the express written permission of the ³Collective Parties´.
b) I M
IICATI
. The ³Collective Parties´ shall take all the necessary action not to
circumvent or evade this agreement and hereby agrees to indemnity the ³Collective


  
  
 
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parties´ against any and all losses damages, claims or expenses, including without
limitation attorney¶s fees and reasonable court costs, incurred or suffered by the
³Collective parties´ as a result of any such breach.
c)  M I . The ³Collective Parties´ understand and acknowledges that any
circumvention or evasion in violation of this agreement may cause the ³Collective Parties
irreparable harm the amount of which may be difficult to as certain and therefore agrees
that the ³Collective Parties´ shall have the rights to apply a court of competent
jurisdiction for order restraining any such further circumvention and for such other relief
as the ³Collective Parties´ shall deem appropriate. Such right of the ³Collective Parties´
is being in addition to the remedies otherwise available to the ³Collective parties´ at law
and equity.

ATICL 

 CTI
1 C
I
TIALITY A


ICLU  UI M
T

The ³Collective Parties´ agrees to the following terms and conditions regarding confidential
information and the non-disclosure of such information.

a) C
I
TIALITY. Each of the ³Collective Parties´ shall hold receive and treat all
information received from the other ³Collective parties´ in strictest confidence and in
trust of the sole and exclusive benefit o each of the ³Collective parties´
b) oITT
AëëVAL. The ³Collective parties´ shall not without the prior written
approval of the providing party or parties of the ³Collective Parties´ use for its own
benefit, publish or otherwise disclose to others, or permit the use to others for their benefit
or to the detriment of any or all of the ³Collective parties´ any of the information
provided by any of the ³Collective Parties´
c) ICLU T T . The ³Collective Parties´ shall carefully restrict access to
the information by any of the ³Collective Parties´. Access such information is to be
provided to those persons who Cleary need such access in order to assist or participate on
behalf on the ³Collective parties´ in the analysis and negations of a business relationship.
The ³Collective Parties´ will advise each of the persons to whom access to any
information (pursuant for the forgoing sentence) that such persons are strictly prohibited
from making any use publishing or otherwise disclosing to others or meriting others to
use for their benefit or the detriment of the ³Collective Parties´ any of the confidential
information.
d) ëUBLIC I
MATI
. The ³Collective Parties´ obligation hereunder shall not
extend to any of the confidential information, which was in the public domain before the
date of the agreement or which subsequently become public knowledge through no fault
to the ³Collective parties´.
e) ICLU T T . The ³Collective Parties´ shall take all necessary action to
protect the confidentiality of the confidential information, expect for the disclosures


  
  
 
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pursuant to Section 2 above and hereby agrees to indemnify all other ³Collective parties´
against any and all losses, damages, claims or expenses, including without limitation
attorney¶s fees and reasonable court costs incurred or suffered by the harmed ³Collective
parties´ as a result of any breach of this agreement.
f)  M I . The ³Collective Parties´ understand and acknowledge that any disclosure
or misappropriation of any of the confidential information in violation of this agreement
may cause any or all of the ³Collective parties´ irreparable harm, the amount of which
may be difficult to ascertain and therefore, agrees that any of the Collective Parties shall
have the right to apply to a court of competent jurisdiction for an order restraining such
further disclosure or misappropriation mid for such relief as that member of the
Collectives Parties shall deem appropriate. Such right of the Collective Parties is to be in
addition to the remedies otherwise available to the Collective Parties in law or in equity.

ATICL 3

 CTI
1.1 AM
M
T

This agreement may not be amended or modified except in writing executed by the Collective
Parties hereto.

 CTI
1.. AIG
M
T

This agreement is and shall be binding and inure to the benefit of the Collective parties herein
and their respective successors and assigns. Any of the Collective parties shall have the right
to assign its interest in this agreement at any time without the approval of the other Collective
Parties.

 CTI
1.3 UVIVAL   ë 
TATI
A
 oAA
TI 

All warranties, representation, indemnities and other agreement of each party contained
herein shall survive the execution and delivery of this agreement.

 CTI
1.4. IG T A
 BLIGATI
  T I ëATI 

Nothing in this agreement whether expressed or implied, its intended to confer any rights or
remedies under of by reason of this agreement on any person other than the Collective Parties
to it and their respective successor and assigns, nor is anything in this agreement intended to
relieve or discharge the obligations or liabilities of any third party of this agreement intended
to relieve or discharge the obligations or liabilities of any third party of this agreement, nor
shall any provision give any third party any right nor subrogation or action against any party
to this agreement.

 CTI
1.5.
TIC 



  
  
 
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Any notice, request consent or other communication hereunder shall be in writing and mailed
by registered or certified first class mail, return receipt requested, postage prepaid or
delivered personally and addressed to such address or addresses that each of the Collective
Parties shall designate or hereafter designate to other writing, Notices given by mail shall be
deemed effective and completely forty-eight (48) hours following the time of posting and
mailing thereof in accordance herewith, and notices delivered personally shall be deemed
effective and complete at the time of delivery thereof and obtaining a signed receipt thereof.

 CTI
1.6
TI AG M
T

This agreement constitutes the entire agreement between the Collective Parties hereto with
relation to the subject matter hereof. Any prior negotiations correspondence or
understandings relating to this subject mentioned be deemed to be merged in this agreement
and to the extent inconsistent herewith shall be deemed to be of no force or effect.

 CTI
1.7 ëVII
  T I AG M
T

Each provision of this agreement shall be considered serviceable and of for any reason any
provision which is not essential to the effectuation of the basis purpose of this agreement is
determined to be invalid and contrary to any existing or future law. Such invalidity shall not
impair the operation of or affect those provisions of this agreement which are valid.

 CTI
1.8 AI
G

The heading of the articles and Sections of this agreement are inserted for the convenience of
reference only and shall not be deemed to contribute a part hereof.

 CTI
1.9 CU
T ëAT

This agreement May be executed in any number of Counterparts each of which when
executed and delivered shall be an original but all counter part shall constitute one and the
same instrument.

 CTI
1.10 Xë
 

Expect as provided herein. Each party shall bear and pay its won expenses, fees and taxes
incurred in connection with the transaction contemplated by this agreement.

 CTI
1.11 ATT
Y¶  

If any action at law or in equity is brought to enforce or interpret the provisions of this
agreement the prevailing party shall be entitled to recover court costs and reasonable
attorney¶s fee in addition to any other relief to which it may be entitled.

 CTI
1.1 GV 
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G LAo



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The validity of this agreement and any of tis terms and provision as well as the rights and
duties of the collective parties pursuant to this agreement shall be governed by the I.C. Paris
division and Laws, and shall be valid for the period of 5 years from the date herein, renewable
based on future transaction and time of the expiration date.

JI
T V
TU AG M
T



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The Application
 1

ubject:

Utilizing the below listed ASSETS in form of the XXX INSTRUMENT SXXX issued by BANK NAME
for the Investment Purpose By the use of Blocking of the XXXINSTRUMENTSXXX for the Private
Placement Investment Program.

XXX INSTRUMETNSXXX issued by BANK +BANKADRESS in the Name of Mr.ACCOUNT

SIGNATORY:

R
  

    
   
    
   


XXXXX XXXXXX XXXXX XXXX XXXX USD$ XXXXX

et ërofit
ërofit hare & ërofit ëayment:

The parties hereto agree that each party referenced herein shall share the profits derived from each Private
Placement Investment Transaction consummated under this Joint Venture based on a mutually agreed
distribution schedule, to be paid to their designated bank coordinates upon closing of each tranche. Until
mutually agreed in writing to the otherwise, the Parties agree that the designated Joint Venture Profits
shall be distributed proportionally as follows:

All Profit returns, mentioned herein and are defined by all monies generated from Private Placement
Program payable weekly in arrears till the end of the investment Period. Both Parties consequently agree
that - subject to no additional Profit payments are to be paid ± the Actual Net Profits realized shall be
dived between the Profit Partner in equal share for their ownership, benefit and exclusive and unfettered
use ± that means:

XX % of the Net Profits to PARTY (A) - COMPANY NAME ± represented by Mr. ACCOUNT
SIGNATORY.

XX % of the Net to PARTY (B) ± CAPITAL ESTATE PROJECTS LIMITED ± represented by Mr. Peter
LIPPENS.

The PROFIT from the Investment Activities shall be allocated and transferred to a Bank Account
specified by the BENIFICIARY for his exclusive and unfettered use, ownership, benefit and enjoyment.
Should Mr. XXXXXXXXX wish, JV PARTNER shall assist Mr. XXXXXXXX in establishing profit
receiving account at any Bank that JV Partner Shall assists MR. XXXXXXXX in establishing profit
receiving account at any Bank that JV PARTNER may deem appropriate and friendly for the safety of
MR. XXXXXXXX Funds.

Signed and Sealed this «««««.. day ««««««.., 2010.

PARTY ³A´ PARTY ³B´

Signed by: Signed by:



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Mr. Mr. Peter Lippens

Holder of Holder of Belgium Passport:

Issuing date: Issuing Date:

Expiry Date: expiry Date:

Party ³B´

Mr./Miss.

Holder of

Issuing Date:

Expiry date:

   

Notary Signature and Notary Stamp or Seal:



  $