JOINT VENTURE AGREEMENT




THIS JOINT VENTURE AGREEMENT ("Agreement"), made and entered into as of this 30th day of January,2011 by and between GREEN TECHNOLOGY SOLUTIONS, INC. (hereafter GTSO) a Delaware corporation located at 2880 Zanker Road, Suite 203, San Jose, CA, 95134, and RARE EARTH EXPORTERS OF MONGOLIA Pte.Ltd.   (hereafter REEM) a Singapore company.




ARTICLE I:GENERAL PROVISIONS




1.01Business Purpose. The business of the Joint Venture shall be as follows: The Joint Venture shall be formed to procure rare earth mining claims and operations.





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.




2.02Capital 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%;  REEM-  50%





ARTICLE V: RIGHTS AND DUTIES OF THE JOINT VENTURERS




5.01  Business of the Joint Venture.    The Joint Venture Partners, 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 operating capital  and REEM  shall  contribute its knowledge and product development skills as consideration for this Joint Venture.




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





9.01Events of the Joint Venturers.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.




9.02  Failure to Act in Good Faith.  GTSO has the right to cease Capital Contributions under this Agreement if in its sole discretion REEM is not acting in good faith per its obligations under this Agreement.




9.03Dissolution Agreement.  Should a 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. The Joint Venture 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.




10.02Validity.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.




10.03Integrated 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.




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10.04Headings.  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.




10.05Notices.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:







GREEN TECHNOLOGY  SOLUTIONS,INC.







By:  /s/ John Shearer


JOHN SHEARER, President





RARE EARTH EXPORTERS OF MONGOLIA  Pte. Ltd




By:/s/ Zeng Jian Jun


ZENG JIAN JUN,President





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