ibii8k20100416ex4-9.htm


    
      

      

    

    
      EXHIBIT
4.9

    

     

    THIS
JOINT VENTURE AND INVESTMENT AGREEMENT (the “Agreement”) is made on and
effective as of April ____2010, between ________________, a limited liability
company organized and existing under the laws of the _____________ whose
registered head office is located at
___________________________________________________ (hereinafter referred to as
"GM"), and Island Breeze International a Cayman Islands Exempt Company, whose
principal office is located at 211 Benigno Blvd., Suite 201, Bellmawr, New
Jersey 08031 (hereinafter referred to as “IBI”) and Island Breeze International,
Inc a Delaware Corporation (hereinafter referred to as “Island Breeze
International Inc”).

    


    WITNESSETH:

    WHEREAS,
the parties desires to purchase and operate the _______________________________
(the “Vessel”), a passenger cruise vessel that is currently operating as an
overnight entertainment cruise-to-nowhere vessel in [Location];

    


    WHEREAS,
each party is willing to invest the time, money and skill to purchase the
[Vessel];

    


    WHEREAS,
IBI shall cause to be formed a “Subsidiary” (as defined herein), organized
outside of the United States currently expected to be the Cayman Islands, to
purchase and operate the [Vessel];

    


    WHEREAS,
GM has agreed to invest, by way of an equity investment, the sum Six Hundred
Thousand ($600,000) dollars in Island Breeze International, Inc. and further GM
has agreed to lend to IBI and its to be formed subsidiary a total of fourteen
million four hundred thousand ($14,400,000) dollars to purchase and operate the
[Vessel], under the terms and conditions described in this
Agreement;

    


    NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereby agree as follows:

    


    ARTICLE
1.

         DEFINITIONS

    


    In this
Agreement, the following terms shall, unless the context otherwise requires,
have the following meanings:

    


    1.1           "Either
Party" shall mean Island Breeze International or GM.

    


    1.2           "Both
Parties" shall jointly mean Island Breeze International and GM.

    


    1.3           “Liability”
shall mean and include any direct or indirect indebtedness, guaranty,
endorsement, claim, loss, damage, deficiency, cost, expense, obligation or
responsibility, fixed or unfixed, known or unknown, asserted or unasserted,
liquidated or unliquidated, secured or unsecured.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    1.4           “Material
Adverse Effect” means a material adverse effect on the business or
assets.

     

    1.5           “Materiality” – references to the term
“material” shall mean Twenty Five Thousand United States Dollars (US$25,000) per
item.

    


    1.6           "Subsidiary" shall mean the IBI
subsidiary company to be formed and incorporated pursuant to provisions of
Article 2 hereof.  It is currently expect that Subsidiary will be
formed in the Cayman Islands.

    


    


    ARTICLE
2.

    ESTABLISHMENT OF THE
SUBSIDIARY

    


    2.1         Formation of
Subsidiary.  Island Breeze International,
Inc. and IBI shall promptly upon receipt of funds from GM totaling Two
Million Dollars ($2,000,000) in the form of: (i) a Six Hundred Thousand
($600,000) equity purchase of Island Breeze International, Inc. stock; and (ii)
a One Million Four Hundred Thousand ($1,400,000) Dollar Convertible Note (as
further described in Section 3.2), cause to be formed a subsidiary corporation
organized in a non-United States Jurisdiction (the “Subsidiary”).

    


    2.2         Articles of
Incorporation. The Subsidiary’s Articles of Incorporation and by-laws
shall be in conformity with the terms and conditions of this Agreement. If any
discrepancy is found between this Agreement and the Subsidiaries Articles of
Incorporation, the parties shall amend the Articles of Incorporation in
accordance with this Agreement.

    


    


    ARTICLE
3.

    ISSUANCE AND SALE OF EQUITY AND
NOTES

    


    3.1           Purchase of
Equity.  Upon execution of this Agreement GM agrees to purchase
One Million Two Hundred Thousand (1,200,000) Class A Common Shares of Island
Breeze International, Inc. for a price of Six Hundred Thousand ($600,000)
Dollars.  In connection with the purchase, GM shall execute the
Securities Purchase Agreement and Questionnaire attached hereto as Exhibit
A.

    


    3.2           Issuance and Sale of
Notes.  Subject to the terms and conditions of this Agreement,
upon execution of this Agreement, GM agrees to purchase and IBI agrees to issue
and sell to GM, a One Million Four Hundred Thousand ($1,400,000) Dollar
“Convertible Note” in the form attached hereto as Exhibit B (“Convertible Note
A”).  The proceeds of Convertible Note A shall first be used for the
costs and fees related to establishing Subsidiary and for lodging a deposit on
[Vessel] ten (10) days after execution of a Memorandum of Agreement (“MOA”) to
purchase the [Vessel] Subsidiary shall issue, a Convertible Note in the amount
of Thirteen Million (US$13,000,000)
Dollars in the form attached hereto as Exhibit C (“Convertible Note
B”).  The proceeds of the Convertible Note shall be placed into a
mutually agreeable interest bearing escrow account to be released in whole or in
part upon the mutual agreement of Both Parties.  Notwithstanding the
above requirement, the entire escrow amount shall be released no later than the
day of closing to purchase the [Vessel].


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    3.3           
Convertible Note
A.  Convertible Note A shall bear an interest rate of ten (10%)
percent per annum.  The term shall be for a period of two (2)
years.  Interest shall accrue for the first twelve (12) months of the
loan term.  On or before the maturity date of Convertible Note A, GM
may convert the principal amount of the Convertible Note A into shares
representing Four and Two Tenths (4.2%) percent of the equity ownership of
Subsidiary.

    


    3.4           Convertible Note
B.  Convertible Note B shall bear an interest rate of ten (10%)
percent per annum.  The term shall be for a period of two (2)
years.  Interest shall accrue for the first twelve (12) months of the
loan term.  On or before the maturity date of Convertible Note B, GM
may convert the principal amount of the Convertible Note B into shares
representing a total of Thirty Nine (39%) percent of the equity ownership of
Subsidiary.  Therefore, if the full principal amount of both
Convertible Note A and Convertible Note B where converted into shares of
Subsidiary then the Lender will own a total of 43.2% of Subsidiary (4.2% +39% =
43.2%)

    


    


    ARTICLE
4.

    SECURITY
AND FEES

    


    
      	
              4.3

            	
              Security.  Convertible
      Note A and Convertible Note B shall be secured by [the
      Vessel].

            


    

    


    
      	
              4.4

            	
              Lender
      Fees.  Island Breeze International as additional
      consideration for Convertible Note A and Convertible Note B shall pay to
      GM within ten (10) days after release of the escrowed funds described in
      Section 3.2 above, a fee of 600,000 shares of Island Breeze International,
      Inc Class A Common Stock.

            


    

     

    


    ARTICLE 5.

    REPRESENTATIONS AND WARRANTIES OF ISLAND BREEZE
INTERNATIONAL INC. AND ISLAND BREEZE INTERNATIONAL

    


    
      	
               
      

            	
              IBI
      and Island Breeze International, Inc. hereby represents and warrants to GM
      as follows:

            


    

     

    5.1           Organization Authority; No
Breach of Contract.


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    (a) IBI is a corporation duly organized
and in good standing under the laws of the Cayman Islands with full power and
authority to conduct its business as now being conducted and to own and operate
its assets, properties and business.  IBI has full authority under its
Certificate of Incorporation and By-Laws to enter into this Agreement and to
perform its obligations hereunder, and the purchase of Business Assets hereunder
has been authorized by all requisite corporate action.

    


    (b)           The
IBI is qualified in all jurisdictions it is required to be
qualified.

    


    (c)           This
Agreement and the transactions contemplated hereunder have been duly authorized,
executed and delivered on behalf of IBI and constitute the legal, valid and
binding obligations of IBI enforceable against IBI in accordance with its
terms.  No approval or consent of any person is necessary or required
in connection with the execution and delivery of this Agreement performance and
consummation of the obligations by IBI.

    


    (d)           To
IBI’s knowledge, the execution and delivery of this Agreement and compliance
with the terms and provisions hereof on the part of IBI:

    


    (i)           will
not conflict with or result in a breach of IBI’s Certificate of Incorporation,
By-Laws, or any agreement or instrument to which IBI is a party or by which IBI
may be bound, or constitute a default thereunder; and

    


    (ii)           will
not result in, or cause the imposition of, any breach, conflict, default, liens,
claim, charge, encumbrance or title defect of any nature whatsoever upon, or
give to others any interest or rights in, or with respect to, any of the
properties, assets, contracts or business which such breach, conflict, default,
lien, claim, or charge would have a Material Adverse Effect on IBI.

    


    5.2           No Actions or
Proceedings.  To IBI’s knowledge, there are no claims, actions
or proceedings pending or threatened against IBI before any administrative or
licensing authority which, in any manner, may affect the title to the Business
Assets.

    


    5.3           Valid Issuance of Notes,
Warrant and Common Stock.  Convertible Note A and Convertible
Note B will be duly and validly issued, and, based in part upon the
representations of the GM and IBI in this Agreement, will be issued in
compliance with all applicable securities laws.  IBI and Island Breeze
International, Inc will cause the Class A Common Stock respectably, issuable
upon conversion of the Notes to be duly and validly reserved for issuance and,
upon issuance in accordance with the terms of the notes shall be duly and
validly issued, fully paid and nonassessable.

    


    5.4           No Untrue Statements or
Omissions of Material Fact; Completeness of Disclosure.  None
of
the representations and warranties made by IBI herein or in any statement,
exhibit, document or schedule furnished in connection herewith knowingly
contains or will knowingly contain any untrue statement of a material fact, or
knowingly omit to state a material fact necessary to make the statement made in
light of the circumstances in which they were made not
misleading.


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    ARTICE
6

    REPRESENTATIONS AND WARRANTIES OF GM

    


    GM hereby
represents and warrant to IBI as follows:

    


    6.1           Organization Authority; No
Breach of Contract.

    


    (a)           GM
is a corporation duly organized and in good standing under the laws of the State
of Nevada with full power and authority to conduct its business as now being
conducted and to own and operate its assets, properties and
business.  GM has full authority under its Certificate of
Incorporation and By-Laws and corporate action to enter into this Agreement and
to perform its obligations hereunder.

    


    (b)           This
Agreement and the transactions contemplated hereunder have been duly authorized,
executed and delivered on behalf of GM and constitute the legal, valid and
binding obligations of GM enforceable against GM in accordance with its
terms.  No approval or consent of any person is necessary or required
in connection with the execution and delivery of this Agreement performance and
consummation of the obligations by GM.

    


    (c)           To
GM’s knowledge, the execution and delivery of this Agreement and compliance with
the terms and provisions hereof on the part of GM:

    


    (i)           will
not conflict with or result in a breach of GM’s Certificate of Incorporation,
By-Laws, or any agreement or instrument to which GM is a party or by which GM
may be bound, or constitute a default thereunder; and

    


    (ii)           will
not result in, or cause the imposition of, any breach, conflict, default, liens,
claim, charge, encumbrance or title defect of any nature whatsoever upon, or
give to others any interest or rights in, or with respect to, any of the
properties, assets, contracts or business which such breach, conflict, default,
lien, claim, or charge would have a Material Adverse Effect on GM’s
business.

    


    6.2           No Actions or
Proceedings.  To GM’s knowledge, there are no claims, actions
or proceedings pending or threatened against GM before any administrative or
licensing authority which, in any manner, may affect ability to purchase
Convertible Note A or Convertible Note B.

     

    6.3           No Adverse
Action.  To GM’s knowledge, there are no actions, suits, claims
or other proceedings pending or injunctions or orders entered or pending to
restrain or prohibit the consummation of the transactions contemplated hereby,
and neither GM nor it representative has received notice that any such matter is
threatened.


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    6.4           Purchase Entirely for Own
Account.  The Convertible Notes to be purchased by GM and the
Common Stock issuable upon conversion of the Convertible Notes and the Common
Stock issuable conversion (collectively, the “Securities”) will be acquired for
investment for the GM’s own account and not with a view to the resale or
distribution of any part thereof.

    


    6.5           Accredited
Investor.  The GM is an “accredited investor” within the
meaning of Rule 501 of Regulation D of the Securities and Exchange
Commission (the “SEC”), as presently in effect.

    


    6.6           Disclosure of
Information.  The GM acknowledges that it has received all the
information that it has requested relating to the IBI and the purchase of the
Convertible Notes.  GM further represents that it has had an
opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the purchase of Class A Common Stock and the offering of
the Convertible Notes.  The foregoing, however, does not limit or
modify the representations and warranties of the Company in Sections 5 of
this Agreement or the right of the GM to rely thereon.

    


    6.7           Contrary
Actions.  GM shall refrain from taking any action which would
render any covenants, representations or warranties contained in this Agreement
inaccurate in any material respect on or after the Closing Date.  GM
will promptly notify IBI of any claims, proceedings or investigations against
GM, which have an adverse effect on the Business Assets.

    


    6.8           No Untrue Statements or
Omissions of Material Fact; Completeness of Disclosure.  None
of the representations and warranties made by GM herein or in any statement,
exhibit, document or schedule furnished in connection herewith or the
transaction contemplated hereby, knowingly contains or will knowingly contain
any untrue statement of a material fact, or knowingly omit to state a material
fact necessary to make the statement made in light of the circumstances in which
they were made not misleading.

    


    


    ARTICLE
7

    INDEMNIFICATION

    


    7.1           Indemnification of
Buyer.  GM hereby agrees, to indemnify, defend and hold IBI and
Subsidiary, harmless, and to reimburse IBI on demand, with respect to any and
all claims, demands, losses, costs, expenses, obligations, Liabilities, damages,
recoveries and deficiencies, including without limitation interest, penalties
and reasonable attorneys fees (collectively for purposes of this Article.7
referred to as “Business Losses”), that any of them shall incur or suffer,
and which arise, result from, or relate to any inaccuracy or breach of any
representation, warranty or covenant of GM contained
herein.


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    7.2           Indemnification of
Seller.  IBI and Subsidiary hereby agrees to indemnify and hold
GM harmless against, and reimburse GM on demand for, any actual damage, loss,
cost or expense (including reasonable attorneys’ fees) incurred by GM resulting
from any breach by IBI of its representations, warranties or covenants contained
in this Agreement.

    


    7.3           Notice of
Claims.  If any claim is made against a party hereto that, if
sustained, would give rise to a right of indemnity under this Article 7, the
party having the claim made against it (“Indemnitee”) shall give the other party
(“Indemnitor”) written notice thereof (specifying the nature and amount of the
claim and giving Indemnitor the right to contest the claim) within fifteen (15)
days of becoming aware of such claim (“Notice of Claim”).

    


    7.4           Right to
Contest.

    


    (a)           Indemnitee
shall afford Indemnitor the opportunity, at Indemnitor’s own expense, to assume
the defense or settlement of any such claim, with its own counsel.  In
connection therewith, the Indemnitee shall cooperate fully to make available all
pertinent information under its control and shall have the right to join in the
defense, at its own expense, with its own counsel.  If Indemnitor does
not elect to undertake the defense of a claim on the terms provided below,
Indemnitee shall be entitled to undertake the defense or settlement of the claim
at the expense of and for the account and risk of Indemnitor.

    


    (b)           Indemnitor
shall have the right to assume the entire defense of a claim hereunder provided
that (i) Indemnitor gives written notice of such desire (the “Notice of
Defense”) to Indemnitee within fifteen (15) days after Indemnitor’s receipt of
the Notice of Claim; (ii) Indemnitor’s defense of such claim shall be without
cost to Indemnitee or prejudice to Indemnitee’s rights under this Paragraph 12;
(iii) counsel chosen by Indemnitor to defend such claim shall be reasonably
acceptable to Indemnitee; (iv) Indemnitor shall bear all costs and expenses in
connection with the defense and settlement of such claim; (v) Indemnitee shall
have the right to receive periodic reports from Indemnitor and Indemnitor’s
counsel; and (vi) Indemnitor will not, without Indemnitee’s written consent,
settle or compromise any claim or consent to any entry of judgment which does
not include the unconditional release by claimant or plaintiff of all liability
with respect to the claim.

    


    (c)           The
Indemnified Party shall have no right to indemnification to the extent the
Indemnified Party’s failure to give notice of any such claim by a third party to
the Indemnifying Party as soon as reasonably practicable after a reasonable
determination that such claim may reasonably be expected to give rise to
indemnification hereunder prejudices the Indemnifying Party.

     

    
      7.5           Attorneys
Fees.  If an action, suit or other proceedings at law or in
equity is brought to enforce the covenants contained in this Agreement, or to
obtain money damages for the breach thereof, and such action results in the
award of a judgment for money damages or in the granting of any injunction in
favor of party hereto, all expenses (including reasonable attorneys’ fees and
expenses) of the prevailing party in such action, suit or other proceeding shall
be paid by the defaulting party (“Legal Expenses”).

    

     

    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    ARTICLE
8

    MISCELANEOUS

     

    8.1.           Terms Generally; Certain
Rules of Construction.  Definitions in
this Agreement shall apply equally to both the singular and plural forms of the
terms defined.  Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms.  All
references in this Agreement to Sections, and Schedules shall be deemed
referenced to Sections of, and Schedules to, this Agreement except as otherwise
provided.  Any reference in this Agreement to a “day” or number of “days”
(without the explicit qualification of “Business”) shall be interpreted as a
reference to a calendar day or number of calendar days.  If any action
or notice is to be taken or given on or by a particular calendar day, and such
calendar day is not a Business Day, then such action or notice shall be deferred
until, or may be taken or given on, the next Business
Day.  Expressions, in any form, regarding the “knowledge of” the Seller with
regard to any matter refer to the actual knowledge of members of the Seller; its
agents or employees.

     

    8.2           Expenses Incident to
Transaction.  Each party shall pay its own expenses and costs
relating to the negotiation, execution and performance of this
Agreement.

    


    8.3           Notices.  All
notices, requests, demands and other communications to be given by either party
to the other shall be in writing, and shall be deemed to have been duly given on
the date of service if given personally on the party to whom notice is to be
given, or on the date four (4) days after mailing if mailed to the party to whom
notice is to be given, both by first class mail, and registered or certified
mail, return receipt requested, postage prepaid and properly addressed as
follows:

    


    


    As to
GM:

    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               

              with
      a copy to:

            	 
      
	 
      	 
      	 
      
	 
      	
              INSERT

            	 
      


    

    



    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    As to
IBI:

    
      	 
      	
              Island
      Breeze International

            
	 
      	
              1001
      North America Way, Suite 201

            
	 
      	
              Miami,
      Florida  33132

            
	 
      	
              Attn:  Bradley
      T.  Prader

            
	 
      	 
      
	 
      	
              with
      a copy to:

            
	 
      	 
      
	 
      	
              Joseph
      L. Cannella

            
	 
      	
              Eaton
      & Van Winkle LLP

            
	 
      	
              3
      Park Avenue 16th Floor

            
	 
      	
              New
      York, NY 10016

            


    

    


    Either
party may designate a different person or entity or place to or at which notices
shall be given by delivering a written notice to that effect to the other party
in accordance with this Paragraph 19.2.

    


    8.4           Number, Gender,
Construction.  Except where the context indicates otherwise,
words in the singular number shall include the plural and words in the masculine
gender shall include the feminine and/or neuter, and vice versa when they should
so apply.  The failure to capitalize, or the erroneous capitalization,
in any provision of this Agreement of any word or term shall not affect the
definition.

    


    8.5           Headings.  The
headings used throughout this Agreement have been inserted for administrative
convenience only and do not constitute matter to be construed in interpreting
this Agreement.

    


    8.6           Severability.  If
any provision of this Agreement is declared illegal, unenforceable, ineffective,
or void, it is agreed that such invalidity or unenforceability shall not affect
any other provisions of this Agreement and the remaining covenants, restrictions
and provisions thereof shall remain in full force and effect and any court of
competent jurisdiction may so modify the objectionable provision as to make it
valid, reasonable and enforceable.

    


    8.7           Waiver.  Any
waiver by any party, express or implied, of any breach of any term, covenant, or
condition of this Agreement shall not be deemed a waiver of that term, covenant
or condition, or any subsequent breach of the same.

    


    8.8           Assignability.  This
Agreement may not be assigned by Either Party without the other parties written
consent.


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    8.9           Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements or understandings of the parties with respect
thereto.  No verbal or other statement, inducements, or
representations have been made to or relied upon by the parties and no
modification hereof shall be binding upon the parties unless in writing and
signed by the parties or their personal representatives, heirs, successors or
assigns.

    


    8.10           Counterparts.  This
Agreement or any addendum thereto may be executed simultaneously in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

    


    8.11           Applicable
Law.  This Agreement shall be construed in accordance with and
governed in all respects, whether as to validity, construction, capacity,
performance, or otherwise, by the internal laws of the State of New
York.

    


    8.12           Public
Disclosure.  The parties shall consult with each other as to
the form and substance of any press release or other public disclosure regarding
the transactions provided for herein or contemplated hereby, and neither party
shall make any public disclosure thereof prior to the closing of the [Vessel]
without consent of the other (which shall not be unreasonably withheld),
provided that nothing herein shall prohibit either party from making any public
disclosure which it, upon the advice of legal counsel, deems reasonably
necessary to comply with laws applicable to it.

    


    8.13           Counting Days; Automatic
Extension.  If any date or which a time period contained in
this Agreement is scheduled to expire is a Saturday, Sunday or legal holiday,
the subject date shall be extended to the next business day.  In the
event that the date for performance of any duty or obligation, exercise or any
right or option or giving of any notice shall occur upon a Saturday, Sunday or
legal holiday, the due date for such performance, exercise or giving of notice
shall be automatically extended to the next succeeding business
day.

    


    8.14           Drafts Not an Offer to Enter
Into a Legally Binding Contract.  The submission of a draft of
this Agreement by one party to another is not intended by either party to be an
offer to enter into a legally binding contract.  The parties shall be
legally bound pursuant to the terms of this Agreement only if and when IBI and
GM have fully executed and delivered to each other a counterpart of this
Agreement.

    


    


    


    


    



    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on the date above
written.

    


    
      	
              WITNESS:

            	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	
              By:

            	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	
              WITNESS:

            	 
      	
              Island
      Breeze International

            	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Bradley
      T.  Prader, President

            	 
	 
      	 
      	 
      	 
      	 
	
              WITNESS:

            	 
      	 
      	 
      	 
	 
      	 
      	
              Island
      Breeze International, Inc

            	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Bradley
      T.  Prader, President

            	 


    

    


    



    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    SECURITIES
PURCHASE AGREEMENT AND QUESTIONNAIRE

     

    
       

      Please
Refer To Exhibit 4.10 Filed With This Form 8K

      
 

    


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    CONVERTIBLE
NOTE A

     

    
 

    



    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    CONVERTIBLE
NOTE A (the “Note”)

     

    


    April
___,
2010                                                                                                                     

    


    Amount:  $1,400,000

    


    FOR VALUE RECEIVED, the undersigned,
("Borrower") promises to pay to ____________, ("Lender"), with an address of
_______________________________________, or at such place or places as Lender
may designate, the principal sum of One Million Four Hundred Thousand
($1,400,000) Dollars, without defalcation or discount, for value received, with
interest thereon at the rate set forth below, all in lawful money of the United
States (collectively, the "Loan).

    


    1.           Term.  The
term of this Loan (the “Maturity Date” or the “Term”) shall be for twenty-four
(24) months.

    


    2.           Interest.  Interest
will be charged and accrue on that part of outstanding principal which has not
been paid at the rate of ten percent (10 %) per annum (the
“Rate”).  Interest will be charged beginning on the date Borrower
receives all of the principal and will continue until the full amount of
principal Borrower has received has been paid.

    


    3.           Payments.  Payments
shall be payable at _______________________________, or at such other place as
the Lender may designate, in writing, and shall be repaid as
follows:

    


    Subject to the provisions contained in
paragraph 4, the principal of the Loan shall be repaid at the end of twenty-four
(24) months.  Interest shall accrue for the first twelve (12) months
of the Loan.  On the _____ day of April 2011 the accrued interest of
the Loan as of that date shall be payable.  Thereafter, accrued
interest shall be payable in arrears every three (3) months.  The
final payment of the outstanding principal and any interest which shall have
accrued thereon shall be due and payable on the ______ day of April
2012.

    


    4.           Conversion.

    


    (a)  On
or before the Maturity Date, upon written notice to the Borrower, the Lender may
elect to convert the principal amount of the Loan into shares of a wholly owned
”Subsidiary” of Island Breeze International, as further defined in the Joint
Venture and Investment Agreement.   Upon conversion of this Note
into shares of Subsidiary, such shares shall represent four and two tenths
(4.2%) percent equity ownership of Subsidiary.

    


    (b)  In
the event of the conversion of the principal amount of this Note under sub section
(a) above, Lender shall return this Note to the Company, and thereafter, the
Borrower shall cause to be issued and delivered to the Lender, the shares of
Common Stock issuable upon conversion of the Note.


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    5.           Late
Charges.  Borrower shall pay to Lender a late charge of five
percent (5%) of any payment not received by Lender within fifteen (15) calendar
days after the payment is due.  The imposition or collection of this
fee shall not however constitute a waiver of any default or demand by
Lender.

    


    6.           Events of
Default.  At the option of Lender, upon the occurrence of any
of the following events of default ("Events of Default"), the Borrower will be
in default ("Default"):

    (a)           Nonpayment
of any amount due either under this Note.

    (b)           The
filing by Borrower or against Borrower of a petition in bankruptcy or insolvency
or in reorganization or for the appointment of a receiver, custodian,
liquidator, trustee, or other official covering Borrower or any of its assets,
or a making by the Borrower of an assignment for the benefit of creditors, or
the filing of a petition for an arrangement by the Borrower which is not
withdrawn or continued, dismissed, cancelled, and/or terminated before the end
of thirty (30) days' following commencement.

    (c)           Failure
to comply with or breach or default in any of the terms or conditions of the
Joint Venture and Investment Agreement between the Borrower and the Lender (the
“JV Agreement”) and failure to cure such breach within a reasonable
time.

     
 

    7.  Notice of
Default.  Lender shall provide Borrower with a fifteen (15) day
notice and a reasonable time period to cure following an Event of Default after
the earlier of (i) notice to Borrower of the Default, or (ii) the date Borrower
knows or should have known of the existence of such Default.

    


    8.  Lender's Rights upon
Default.  Upon an Event of Default, which is not cured pursuant
to any notice or cure period provided herein, Lender may, at Lender's option
declare Borrower to be in Default.  Upon declaration of Default, the
entire unpaid principal balance and any outstanding accrued interest, fees and
costs of this Note shall be immediately due and payable by Borrower
("Acceleration").  Payment of the foregoing may be enforced and
recovered at any time by one or more remedies provided to Lender in this Note,
and Lender may, at its option, thereafter exercise any rights it has against the
Collateral for this Note.

    Lender may exercise this option to
accelerate during any Default regardless of any prior forbearance.  If
the Lender has required Borrower to pay immediately in full as described above,
the Lender will have the right to be reimbursed by Borrower for all reasonable
costs and expenses incurred by Lender to the extent not prohibited by applicable
law.  Those expenses may include, for example, reasonable attorneys'
fees.

    The terms and conditions of the Joint
Venture and Investment Agreement are incorporated by reference into this
Note.  This Note shall be governed by and construed in accordance with
the laws of the State of New York.


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    9.  Borrower's
Waivers.  Presentment, demand of payment, notice of nonpayment,
dishonor or acceleration, protest or notice of protest, and all other notices or
demands in connection with the delivery, acceptance, performance, default or
enforcement of this Note are hereby waived by all makers, sureties, and
endorsers, and shall be binding upon them and their successors and
assigns.  Any failure by Lender to insist upon strict performance by
Borrower of any of the terms and provisions of the Note shall not be deemed a
waiver of any of the terms or provisions thereof, and the Lender shall have the
right thereafter to insist upon strict performance by the Borrower of any and/or
all of them.  Any failure or delay of Lender to exercise any right
hereunder shall not be construed as a waiver of the right to exercise the same
or any other right at any other time or times.  The waiver by Lender
of a breach or default of any provisions of this Note shall not operate or be
construed as a waiver of any subsequent breach or default
thereof.  Borrower agrees to reimburse Lender for all reasonable
expenses, including reasonable attorneys' fees, incurred by Lender to enforce
the provisions of this Note, protect and preserve Lender's rights and collect
Borrower's obligations hereunder.

    


    10.  Interest
Determination.  If, at any time, the rate of interest hereunder
shall be deemed by any competent court of law, governmental agency, or tribunal
to exceed the maximum rate of interest permitted by the laws of any applicable
jurisdiction or the rulers or regulations of any appropriate regulatory
authority or agency, then, during such time as such rate of interest would be
deemed excessive, that portion of each interest payment attributable to that
portion of such interest rate that exceeds the maximum rate of interest so
permitted shall be deemed a voluntary prepayment of principal.

    


    11.  Notices.  Any
notice to Borrower provided for in this Note shall be given by mailing such
notice by certified mail addressed to Borrower at the address listed below, or
to such other address as Borrower may designate by notice to the
Lender.  Any notice to the Lender shall be given by overnight delivery
service or mailing such notice by certified mail, return receipt requested, to
the Lender at the address stated in the first paragraph of this Note or to such
other address as may have been designated by notice to Borrower.

    


    12.  Construction.  The
words "Borrower" and "Lender" include the singular and plural, individual or
corporation or company, and the respective heirs, executors, administrators,
successors and assigns of the Borrower or Lender, as the case may
be.  The use of any gender applies to all genders.  If more
than one party is named as a Borrower, the obligation hereunder of each such
party is joint and several.  Any terms not defined herein shall have
the meaning prescribed in the Joint Venture and Investment
Agreement.

    


    14.   Collateral.    Upon
the purchase of the [Vessel, as defined in the JV Agreement], the borrower shall
record a lien [on the Vessel] in the amount of outstanding
note.  Borrower shall cooperate with Lender in all respects regarding
the recording of such lien.  Lender shall cooperate with Borrower in
all respects regarding the removal of the lien upon payment all amount
due to Lender; or the conversion of all amounts due Lender under the terms of
paragraph 4.  Borrower may further encumber the
collateral.  The lien of Lender will be fully released and discharged
upon the earlier of: the amounts due under this Note are paid in full; or (ii)
this Note is exchanged for equity under the terms of this Note and the related
Joint Venture and Investment Agreement.


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    


    
      	
              Witness:

            	
              BORROWER:

               

            
	 
      	
              ISLAND
      BREEZE INTERNATIONAL

            
	 
      	
              1001
      North America Way, Suite 201

            
	 
      	
              Miami,
      Florida, 33132

            
	 
      	 
      
	 
      	 
      
	
              _______________________

            	
              By:__________________________

            
	 
      	
                     Bradley
      T. Prader, President

            


    

    


    


    


    



    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

    CONVERTIBLE
NOTE B

    


    


    


    



    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    CONVERTIBLE
NOTE B (the “Note”)

     

    


    April
___, 2010

    


    Amount:  $13,000,000

    


    FOR VALUE RECEIVED, the undersigned,
("Borrower") promises to pay to __________, ("Lender"), with an address of
_________________________________________, or at such place or places as Lender
may designate, the principal sum of Thirteen Million ($13,000,000) Dollars,
without defalcation or discount, for value received, with interest thereon at
the rate set forth below, all in lawful money of the United States
(collectively, the "Loan).

    


    1.           Term.  The
term of this Loan (the “Maturity Date” or the “Term”) shall be for twenty-four
(24) months.

    


    2.           Interest.  Interest
will be charged and accrue on that part of outstanding principal which has not
been paid at the rate of ten percent (10 %) per annum (the
“Rate”).  Interest will be charged beginning on the date Borrower
receives all of the principal and will continue until the full amount of
principal Borrower has received has been paid.

    


    3.           Payments.  Payments
shall be payable at _______________________________, or at such other place as
the Lender may designate, in writing, and shall be repaid as
follows:

    


    Subject to the provisions contained in
paragraph 4, the principal of the Loan shall be repaid at the end of twenty-four
(24) months.  Interest shall accrue for the first twelve (12) months
of the Loan.  On the _____ day of April 2011 the accrued interest of
the Loan as of that date shall be payable.  Thereafter, accrued
interest shall be payable in arrears every three (3) months.  The
final payment of the outstanding principal and any interest which shall have
accrued thereon shall be due and payable on the ______ day of April
2012.

    


    4.           Conversion.

    


    (a)  On
or before the Maturity Date, upon written notice to the Borrower, the Lender may
elect to convert the principal amount of the Loan into shares of a wholly owned
”Subsidiary” of Island Breeze International, as further defined in the Joint
Venture and Investment Agreement.   Upon conversion of this Note
into shares of Subsidiary, such shares shall represent thirty-nine percent (39%)
equity ownership of Subsidiary.

    


    (b)  In
the event of the conversion of the principal amount of this Note under
sub-section (a) above, Lender shall return this Note to the Company, and
thereafter, the Borrower shall
cause to be issued and delivered to the Lender, the shares of Common Stock
issuable upon conversion of the Note.


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    5.           Late
Charges.  Borrower shall pay to Lender a late charge of five
percent (5%) of any payment not received by Lender within fifteen (15) calendar
days after the payment is due.  The imposition or collection of this
fee shall not however constitute a waiver of any default or demand by
Lender.

    


    6.           Events of
Default.  At the option of Lender, upon the occurrence of any
of the following events of default ("Events of Default"), the Borrower will be
in default ("Default"):

    (a)           Nonpayment
of any amount due either under this Note.

    (b)           The
filing by Borrower or against Borrower of a petition in bankruptcy or insolvency
or in reorganization or for the appointment of a receiver, custodian,
liquidator, trustee, or other official covering Borrower or any of its assets,
or a making by the Borrower of an assignment for the benefit of creditors, or
the filing of a petition for an arrangement by the Borrower which is not
withdrawn or continued, dismissed, cancelled, and/or terminated before the end
of thirty (30) days' following commencement.

    (c)           Failure
to comply with or breach or default in any of the terms or conditions of the
Joint Venture and Investment Agreement between the Borrower and the Lender (the
“JV Agreement”) and failure to cure such breach within a reasonable
time.

     

    7.  Notice of
Default.  Lender shall provide Borrower with a fifteen (15) day
notice and a reasonable time period to cure following an Event of Default after
the earlier of (i) notice to Borrower of the Default, or (ii) the date Borrower
knows or should have known of the existence of such Default.

    


    8.  Lender's Rights upon
Default.  Upon an Event of Default, which is not cured pursuant
to any notice or cure period provided herein, Lender may, at Lender's option
declare Borrower to be in Default.  Upon declaration of Default, the
entire unpaid principal balance and any outstanding accrued interest, fees and
costs of this Note shall be immediately due and payable by Borrower
("Acceleration").  Payment of the foregoing may be enforced and
recovered at any time by one or more remedies provided to Lender in this Note,
and Lender may, at its option, thereafter exercise any rights it has against the
Collateral for this Note.

    Lender may exercise this option to
accelerate during any Default regardless of any prior forbearance.  If
the Lender has required Borrower to pay immediately in full as described above,
the Lender will have the right to be reimbursed by Borrower for all reasonable
costs and expenses incurred by Lender to the extent not prohibited by applicable
law.  Those expenses may include, for example, reasonable attorneys'
fees.

    The terms and conditions of the Joint
Venture and Investment Agreement are incorporated by reference into this
Note.  This Note shall be governed by and construed in accordance with
the laws of the State of New York.


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    9.  Borrower's
Waivers.  Presentment, demand of payment, notice of nonpayment,
dishonor or acceleration, protest or notice of protest, and all other notices or
demands in connection with the delivery, acceptance, performance, default or
enforcement of this Note are hereby waived by all makers, sureties, and
endorsers, and shall be binding upon them and their successors and
assigns.  Any failure by Lender to insist upon strict performance by
Borrower of any of the terms and provisions of the Note shall not be deemed a
waiver of any of the terms or provisions thereof, and the Lender shall have the
right thereafter to insist upon strict performance by the Borrower of any and/or
all of them.  Any failure or delay of Lender to exercise any right
hereunder shall not be construed as a waiver of the right to exercise the same
or any other right at any other time or times.  The waiver by Lender
of a breach or default of any provisions of this Note shall not operate or be
construed as a waiver of any subsequent breach or default
thereof.  Borrower agrees to reimburse Lender for all reasonable
expenses, including reasonable attorneys' fees, incurred by Lender to enforce
the provisions of this Note, protect and preserve Lender's rights and collect
Borrower's obligations hereunder.

    


    10.  Interest
Determination.  If, at any time, the rate of interest hereunder
shall be deemed by any competent court of law, governmental agency, or tribunal
to exceed the maximum rate of interest permitted by the laws of any applicable
jurisdiction or the rulers or regulations of any appropriate regulatory
authority or agency, then, during such time as such rate of interest would be
deemed excessive, that portion of each interest payment attributable to that
portion of such interest rate that exceeds the maximum rate of interest so
permitted shall be deemed a voluntary prepayment of principal.

    


    11.  Notices.  Any
notice to Borrower provided for in this Note shall be given by mailing such
notice by certified mail addressed to Borrower at the address listed below, or
to such other address as Borrower may designate by notice to the
Lender.  Any notice to the Lender shall be given by overnight delivery
service or mailing such notice by certified mail, return receipt requested, to
the Lender at the address stated in the first paragraph of this Note or to such
other address as may have been designated by notice to Borrower.

    


    12.  Construction.  The
words "Borrower" and "Lender" include the singular and plural, individual or
corporation or company, and the respective heirs, executors, administrators,
successors and assigns of the Borrower or Lender, as the case may
be.  The use of any gender applies to all genders.  If more
than one party is named as a Borrower, the obligation hereunder of each such
party is joint and several.  Any terms not defined herein shall have
the meaning prescribed in the Joint Venture and Investment
Agreement.

    


    14.           Collateral.  Upon
the purchase of the [Vessel, as defined in the JV Agreement], the borrower shall
record a lien [on the Vessel] in the amount of outstanding
note.  Borrower shall cooperate with Lender in all respects regarding
the recording of such lien.  Lender shall cooperate with Borrower in
all respects regarding the removal of the lien upon payment all amount due to
Lender; or the conversion of all amounts due Lender under the terms of
paragraph


    
      
        
          Joint
Venture and Investment Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    4.  Borrower
may further encumber the collateral.  The lien of Lender will be fully
released and discharged upon the earlier of: the amounts due under this Note are
paid in full; or (ii) this Note is exchanged for equity under the terms of this
Note and the related Joint Venture and Investment Agreement.

     

    


    


    


    


    
      	
              Witness:

            	
              BORROWER:

               

            	 
      
	 
      	
              ISLAND
      BREEZE INTERNATIONAL

            	 
      
	 
      	
              1001
      North America Way, Suite 201

            	 
      
	 
      	
              Miami,
      Florida, 33132

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              _______________________

            	
              By:__________________________

            	 
      
	 
      	
                     Bradley
      T. Prader, President

            	 
      


    

    


    


    


    Joint Venture and Investment
Agreement