Exhibit 10.1


 


JOINT VENTURE AGREEMENT


 


Diamond V Associates, Inc.


 


 


THIS JOINT VENTURE AGREEMENT (“Agreement”),
made and entered into as of this 3rd day of June, 2012 by and between Green Technology Solutions, Inc. (hereafter referred
to as “GTSO”), whose address is 2880 Zanker Road, Suite 203, San Jose, CA 95134 and Diamond V Associates, Inc. (hereafter
referred to as “DVA”) whose address is P.O. Box 852, Girdwood, Alaska.


 


ARTICLE I: GENERAL PROVISIONS


 


1.01 Business Purpose. The business
of the Joint Venture shall be to fund the research, planning and development of tungsten and other rare earths and precious metals
in North America and Africa.


 


1.02 Term of the Agreement. This
Joint Venture shall commence on the date first above written and shall continue in existence until terminated, liquidated, or dissolved
by law or as hereinafter provided.


 


ARTICLE II: GENERAL DEFINITIONS


 


The following comprise the general definitions
of terms utilized in this Agreement:


 


2.01 Affiliate. An Affiliate of
an entity is a person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common
control of such entity.


 


2.02 Capital Contribution(s). The
capital contribution to the Joint Venture actually made by the parties, including property, cash and any additional capital contributions
made.


 


2.03 Profits and Losses. Any income
or loss of the Joint Venture for federal income tax purposes determined by the Joint Venture’s fiscal year, including, without
limitation, each item of Joint Venture income, gain, loss or deduction.


 


ARTICLE III: OBLIGATIONS OF THE JOINT VENTURERS


 


3.01 Obligations. The Parties to
this Joint Venture shall jointly be responsible for all operations and decisions of the Joint Venture and will be compensated for
providing various services as mutually agreed in a Joint Venture Operating Agreement to be developed subsequent to the signing
of this Agreement. It is the intent of the Parties to this Joint Venture that the Joint Venture shall be separate and distinct
from the corporate business activities of the respective Parties that operate outside the definition of Purpose set forth in this
Agreement.


 


ARTICLE IV: ALLOCATIONS


 


4.01 Profits and Losses. Commencing
on the date hereof and ending on the termination of the business of the Joint Venture, all profits, losses and other allocations
to the Joint Venture shall be allocated as follows at the conclusion of each fiscal year: GTSO - 50%; DVA - 50%


 






    	 



    	 



    
 


ARTICLE V: RIGHTS AND DUTIES OF THE JOINT
VENTURERS


 


5.01 Business of the Joint Venture.
The Joint Venture parties, by and through their voting representatives, shall have full, exclusive and complete authority and discretion
in the management and control of the business of the Joint Venture for the purposes herein stated and shall make all decisions
affecting the business of the Joint Venture.


 


ARTICLE VI: AGREEMENTS WITH THIRD PARTIES
AND WITH AFFILIATES OF THE JOINT VENTURERS


 


6.01 Validity of Transactions. Affiliates
of the parties to this Agreement may be engaged to perform services for the Joint Venture. The validity of any transaction, agreement
or payment involving the Joint Venture and any Affiliates of the parties to this Agreement otherwise permitted by the terms of
this Agreement shall not be affected by reason of the relationship between them and such Affiliates or the approval of said transactions,
agreement or payment.


 


6.02 Other Business of the Parties to
this Agreement. The parties to this Agreement and their respective Affiliates may have interests in businesses other than the
Joint Venture business. The Joint Venture shall not have the right to the income or proceeds derived from such other business interests
and, even if they are competitive with the Partnership business, such business interests shall not be deemed wrongful or improper.


 


6.03 Assignment of Interest. GTSO
shall have the right to sell or assign its interest in this Joint Venture without restriction or approval from any other Joint
Venture Partner.


 


ARTICLE VII: FUNDING
FOR THE JOINT VENTURE


 


7.01 Funding. GTSO shall contribute
the working capital and DVA shall contribute its knowledge, excavation and development skills to identify prospects and maintain
operations for mineral extraction as a consideration for this Joint Venture. Upon execution of this Agreement, GTSO shall contribute
$2,000.00 per month to the joint venture, so that DVA can coordinate and develop mining prospects and operations. Should more work
be needed to be performed by DVA other than originally anticipated, the monthly payment will be renegotiated. Each project that
is funded that was sourced by DVA, GTSO and DVA shall negotiate a finders fee. All projects shall be approved and funded by agreement
of the parties.


 


ARTICLE VIII: INDEMNIFICATION OF THE JOINT
VENTURERS


 


8.01 Indemnification. The parties
to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in
good faith, it is determined that such course of conduct was in the best interests of the Joint Venture and such course of conduct
did not constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by the other against losses,
judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Joint Venture.


 


ARTICLE IX: DISSOLUTION


 


9.01 Events of the Joint Ventures.
The Joint Venture shall be dissolved upon the happening of any of the following events: (a) The adjudication of bankruptcy, filing
of a petition pursuant to a Chapter of the Federal Bankruptcy Act, withdrawal, removal or insolvency of either of the parties.
(b) The sale or other disposition, not including an exchange of all, or substantially all, of the Joint Venture assets. (c) Mutual
agreement of the parties. (d) A 30 day notice from one party to the other terminating the Joint Venture. The parties shall do a
final accounting prior to the formal termination of the Joint Venture.


 


9.02 Failure to Act in Good Faith.
GTSO has the right to cease capital contributions under this Agreement if in its sole discretion DVA is not acting in good faith
per its milestone and operational obligations under the proposed Joint Venture Operating Agreement.


 


9.03 Dissolution Agreement. Should
dissolution occur, the parties agree to negotiate and enter into an agreement regarding dissolution of the Joint Venture operations,
products and markets.


 






    	 



    	 



    
 


ARTICLE X: MISCELLANEOUS PROVISIONS


 


10.01 Books and Records. DVA and
GTSO shall keep adequate books and records at its place of business, setting forth a true and accurate account of all business
transactions arising out of and in connection with the conduct of the Joint Venture.


 


10.02 Validity. In the event that
any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of
the remainder of this Agreement.


 


10.03 Integrated Agreement. This
Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof,
and there are no agreements, understandings, restrictions or warranties among the parties other than those set forth herein provided
for.


 


10.04 Headings. The headings, titles
and subtitles used in this Agreement are for ease of reference only and shall not control or affect the meaning or construction
of any provision hereof.


 


10.05 Notices. Except as may be
otherwise specifically provided in this Agreement, all notices required or permitted hereunder shall be in writing and shall be
deemed to be delivered when deposited in the United States mail, postage prepaid, certified or registered mail, return receipt
requested, addressed to the parties at their respective addresses set forth in this Agreement or at such other addresses as may
be subsequently specified by written notice.


 


10.06 Applicable Law and Venue.
This Agreement shall be construed and enforced under the laws of the State of Texas.


 


10.07 Other Instruments. The parties
hereto covenant and agree that they will execute each such other and further instruments and documents as are or may become reasonably
necessary or convenient to effectuate and carry out the purposes of this Agreement.


 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the day and year first above written.


 


Signed, sealed and delivered by:


 


	DIAMOND V ASSOCIATES, INC.	 	 	 	 
	An Alaska Corporation	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ W. Kirk Bastian	 	 	June 8, 2012	 
	 	W. KIRK BASTIAN, CEO	 	 	Date	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	GREEN TECHNOLOGY SOLUTIONS, INC.	 	 	 	 
	A California Corporation	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Paul Watson	 	 	June 8, 2012	 
	 	PAUL WATSON, CEO	 	 	Date