Unassociated Document


    JOINT VENTURE
AGREEMENT

    


    This
Joint Venture Agreement (“Agreement”) is made by and between Go Public LLC, a
Delaware limited liability company with its principal place of business at 2000
Banks Road, Margate, Florida 33063 (“Go Public”), and Whitley Law Group, P.C., a
Texas professional corporation with its principal place of business at 1001
South Dairy Ashford, Suite 100, Houston, Texas 77077 (“WLG”). The above entities
may be referred to jointly as the “Parties”, or if referring to only one entity,
“Party.”

    


    Go Public
is a venture development company whose business plan is to take companies public
by paying their offering expenses and being compensated in stock.

    


    WLG is a
law firm with an active practice in securities and corporate law which desires
to use its expertise in a joint venture with Go Public.

    


    Go Public
and WLG seek to create companies with minimal assets (“shell companies”),
register the shell companies’ shares with the Securities and Exchange Commission
(“SEC”) pursuant to the Securities Exchange Act of 1934 (“1934 Act”), and then
sell the shell companies to private companies for substantial cash and/or equity
compensation. This business is referred to as the “Joint Venture.”

    


    The
Parties desire to document their agreement in order to further the Joint Venture
and their respective business objectives in good faith.

    


    NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

    


    
      	
              1.  

            	
              Establishment
      of Joint Venture. There is hereby established a joint venture
      between Go Public and WLG to create, register, and sell the shell
      companies. In exchange for the compensation set forth below in Section 3,
      WLG will provide all necessary legal services to carry out the business of
      the Joint Venture. Such services are expected to be (but are not limited
      to): (1) Preparation of the shell companies’ registration statements
      pursuant to the 1934 Act; (2) Preparation of the 1934 Act periodic reports
      for the shell companies; and (3) Preparation of the agreements pursuant to
      which the shell companies are sold. However, WLG’s obligation to provide
      legal services to the shell companies shall terminate at such time that
      the shell companies are sold to an unaffiliated thirty party, unless WLG
      expressly agrees otherwise.

            


    

    


    In
addition, WLG agrees to make certain modifications to Go Public’s Confidential
Private Offering Memorandum at no charge to Go Public. WLG may perform other
services for Go Public other than those set forth above, however, such
additional services will be billed at WLG’s prevailing fees.

    


    In
exchange for the compensation set forth below in Section 3, Go Public agrees to
pay all expenses relating to the Joint Venture. Such expenses are expected to be
(but are not limited to) organizational expenses for the shell companies, audit
fees for the shell companies, and printing and filing expenses.

     

    
      
        	
                _____GP

              	
                Joint
      Venture Agreement – Page 1 of 3

              	
                _____WLG

              


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
Parties agree to perform in good faith all services necessary to further the
business of the Joint Venture. Any services other than those set forth above
shall be performed jointly by the Parties unless one Party agrees to perform
such services individually.

    


    
      	
              2.  

            	
              Joint
      Consultation. All business decisions relating to the Joint Venture
      shall be consulted among Go Public and WLG and unanimously agreed upon.
      James Vogel and Samuel Whitley shall be named as directors of the shell
      companies.

            


    

    


    
      	
              3.  

            	
              Split
      of sale proceeds. Each Party shall receive fifty percent (50%) of
      the sale proceeds of all shell companies created pursuant to this Joint
      Venture. Each Party’s share of the proceeds shall be calculated without
      taking into account any expenses attributable to the Joint Venture or the
      shell companies.

            


    

    


    The
proceeds of sale from a shell company shall be considered attributable to each
Party’s sale of the shell company’s stock up to the full 50% of the sale
proceeds to which each Party is entitled. If WLG does not subscribe to the full
amount of shares permitted by Section 4 below, then its portion of the sale
proceeds shall be paid to WLG as legal fees for services rendered for the
benefit of the Joint Venture.

    


    
      	
              4.  

            	
              Stock
      subscription. It is contemplated that Go Public will be the only
      shareholder in the shell companies created pursuant to the Joint Venture
      and that in such case, the 50% split paid to WLG will be for legal
      expenses. However, WLG may purchase up to 50% of the stock of any shell
      company at any time before sale of the shell company to an unaffiliated
      third party by giving notice to Go Public and the shell company of WLG’s
      desire to subscribe to such stock. The amount paid for such stock shall
      not exceed the par value per share times the amount of shares subscribed,
      or if the shares have no par value, then an aggregate subscription price
      of one dollar ($1). However, in no case shall WLG’s share of the sale
      proceeds (whether paid as legal fees or as gains attributable to the shell
      companies’ stock) exceed 50%.

            


    

    


    
      	
              5.  

            	
              Joint
      venture company. Go Public and WLG may decide to form a corporate
      entity for the Joint Venture in the future. The terms of this Agreement
      shall be reflected in the organizational documents of such entity to the
      extent possible. To the extent that the terms of this Agreement are not
      incorporated into any such organizational documents, the terms of this
      Agreement shall remain in effect.

            


    

     

    
       

      
        
          	
                  _____GP

                	
                  Joint
      Venture Agreement – Page 2 of 3

                	
                  _____WLG

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.  

            	
              Ethics
      disclosure. WLG hereby makes the following disclosure to Go Public
      pursuant to Rule 1.08 of the Texas Disciplinary Rules of Professional
      Conduct: WLG currently provides legal representation to Go Public, and by
      virtue of this Agreement, WLG is entering into a business arrangement with
      a client. You are entitled to have independent counsel review this
      Agreement and advise you as to your legal
  rights.

            


    

    


    WHEREFORE,
this Agreement is entered into as of the 22nd day of
July, 2008.

    


    


    GO PUBLIC
LLC

    


    


    


    By: /s/                                                           


      
    James Vogel

      
    Managing Member

    


    


    


    WHITLEY
LAW GROUP, P.C.

    


    


    By: /s/                                                           

      
    Samuel E. Whitley

      
    President

    


     

    
      
        
          	
                  _____GP

                	
                  Joint
      Venture Agreement – Page 3 of 3

                	
                  _____WLG