JOINT VENTURE AGREEMENT

     Aduddell Roofing & Sheet Metal, Inc. ("Aduddell") and Carothers
Construction, Inc. ("Carothers") make this Joint Venture Agreement ("Agreement")
effective as of September 2, 2005. Carothers and Aduddell have formed a joint
venture (the "Joint Venture") to perform contract number W912P9-05-D-0518 (the
"Prime Contract") with the United States government (acting through one of more
of its arms/entities) (the "Owner") for repair work and other work related to
Hurricane Katrina. Carothers and Aduddell are at times herein referred to as a
"Party", or, collectively as the "parties." Carothers and Aduddell agree as
follows:

     1. The name of the Joint Venture shall be "Carothers/Aduddell, a Joint
Venture". Neither Party is an agent of the other. The purpose of the Joint
Venture is strictly for performance of the Prime Contract. Subject to Paragraphs
8 and 14, each Party shall have an equal vote for the purpose of any further
decisions.

     2. The Joint Venture must perform all the obligations under the Prime
Contract, with all said obligations herein referred to as the "Prime Contract
Obligations". The Prime Contract Obligations will include, but not necessarily
be limited to, temporary emergency roof repairs and other repair and/or clean-up
work as to homes, buildings, structures and areas damaged and/or affected by
Hurricane Katrina. Carothers shall perform and/or provide the following for the
Prime Contract Obligations: (a) project administration; (1,) Owner
correspondence and communication; (c) requirements analysis and documentation;
(d) data conversion; (e) report writing; (f) submittals; (g) pay requests; and
(h) physical office requirements (with (a) through (h) collectively the
"Carothers Work"). Aduddell shall perform and/or provide the following for the
Prime Contract Obligations: (a) field coordination; (b) construction materials;
(a) construction labor; (d) physical lay down area requirements; sod (e) field
data coordination (with (a) through (e) collectively the "Aduddell Work").
Carothers and the Joint Venture shall execute a subcontract for the Carothers
Work. Aduddell and the Joint Venture shall execute a subcontract for the
Aduddell Work. The Parties believe the above allocation completely divides the
Prime Contract Obligations between them. The Parties shall work together to
resolve responsibility for any Prime Contract Obligations not allocated above.

     3. Carothers shall bear all losses and liabilities associated with the
Carothers Work. Carothers shall indemnify Aduddell for any loss, cost, expense,
liability or other damages (including attorneys' fees, costs and expenses)
suffered by Aduddell directly or indirectly (including but not limited to under
or in relation to any bonds) as a result of any failure by Carothers to perform
any of the Carothers Work or otherwise arising out of or relating to the
Carothers Work, including, but not limited to the failure to pay subcontractors,
suppliers, laborers and the like as to the Carothers Work.

     4. Aduddell shall bear all losses and liabilities associated with the
Aduddell Work. Aduddell shall indemnify Carothers for any loss, cost, expense,
liability or other damages (including attorneys' fees, costs and expenses)
suffered by Carothers directly or indirectly (including, but not limited In
under, or in relation to any bonds) as a result of any failure by Aduddell to
perform any of the Aduddell Work or otherwise arising out of or relating to the
Aduddell Work, including, but not limited to the failure to pay subcontractors,
suppliers, laborers and the like as to the Aduddell Work.

     5. All sums received by the Joint Venture under the Prime Contract shall be
distributed as follows: (a) first $0.05 per square foot to Carothers to
reimburse it for all costs related to bonding and insurance; (b) then second to
indemnify any Party for sums due to it under an indemnification obligation
hereunder; and (c) then third all remaining sums shall be distributed 80% to
Aduddell and 20% to Carothers.

     6. All funds received by or for the benefit of the Joint Venture shall he
deposited promptly in a depository account to be opened and maintained by
Carothers for the benefit of the Joint Venture. Neither Party shall use any
funds of the Joint Venture for any purposes other than those of the Joint
Venture. Both parties shall have signature authority.

     7. Each Party shall be solely responsible for any taxes, fees, or other
charges levied or imposed on it or on its revenues from, or its share of any
profits of or distribution by, the Joint Venture, and with it being further
understood that any such taxes, fees, or charges levied or imposed on the Joint
Venture itself shall be treated as Joint Venture costs and deducted before
distributions under item (c) in Paragraph 5. Likewise, it is anticipated that
due to the assignment of responsibilities as to the Carothers Work and the
Aduddell Work the Joint Venture itself should not ultimately bear any costs or
liability; however, to the extent any costs or liability are ultimately incurred
by the Joint Venture and to the extent same are not the responsibility of
either Party hereunder, then same shall be paid before distribution of sums
under item (c) in Paragraph 5.

     8. If either of the Parties shall voluntarily file a petition under the
bankruptcy laws or similar laws, or file an answer in any involuntary proceeding
admitting bankruptcy, insolvency, or inability to pay debts, or fail to obtain
a vacation or stay of involuntary proceedings brought for reorganization,
dissolution or liquidation of such Party, or if one of them is adjudged
bankrupt, or if a trustee or receiver shall be appointed for any of them or
their property, or if any Party shall make an assignment for the benefit of
creditors, or if an attachment, execution or other judicial seizure of a
material portion of the assets of either Party is ordered and such order is not
discharged or vacated within 10 days, then such party (herein called the
"Insolvent Party") may, at the option of the other Party (the "Performing
Party"), be excluded (in whole or in part), together with its successors,
receivers and other legal representatives, from further participation in the
management and actions of the Joint Venture (and/or from further rights under
its separate subcontract with the Joint Venture), and the Performing Party may
take over the interest of the Insolvent Party (in whole or in. part) in the
Joint Venture (without prejudice to the obligation of the Insolvent Party, or
its successor, receiver or other legal representative to bear its proportionate
and/or obligatory share of any liabilities, and without prejudice to the
Performing Party's equitable adjustment and claim rights set out herein), and
the Performing Party shall in addition have the right to wind up the affairs of
the Joint Venture and carry on and complete the performance of, the Prime
Contract, and the Performing Party shall further have the right to terminate
and/or takeover completion of said Insolvent Party's separate subcontract with
the Joint Venture, all without participation by the Insolvent Party. Regardless,
in the event of any such circumstances, the rights and liabilities of the
Parties shall be equitably adjusted to accommodate for the detriment incurred by
the Performing Party as a result of the above described insolvency or other
financial difficulty of the Insolvent Party, and the Performing Party shall have
a claim against the Insolvent Party, its successors, receiver or other legal
representative for any and all such detriment, and the Insolvent Party, its
successors, receiver or other legal representativeo shall compensate the
Performing Party for such claims. Neither the Insolvent Party nor any successor,
receiver, or other legal representative of the Insolvent Party shall have any
right or claim against the Performing Party or against the funds or other assets
of the Joint Venture except those that may be determined as allowed wader the
equitable adjustment.

     9. Each Party (the "Indemnifying Party") shall indemnify the other Party
against any and all loss, liability, costs, expenses, or damages for injury to
or death of persons or damage to or destruction of property arising out of the
negligence, gross negligence, breach, or willful misconduct of the Indemnifying
Party or of any employee of the Indemnifying Party, but only to the extent that
such loam, liability, or expense is not compensated by insurance carried by the
Joint Venture or by the Party which is so indemnified.

     10. The Joint Venture shall obtain and maintain or the Parties shall obtain
and maintain on behalf of the Joint Venture public liability (bodily injury and
property damage) and such other insurance coverage with such, carriers and for
such limits as may be required by the Prime Contract. Such insurance shall name
both the Joint Venture and both the Parties are insureds. Each Party shall waive
or cause to be waived any rights of subrogation against the other Party with
respect to any insured loan or liability arising out or related to the Party's
performance of the Prime Contract or any related contract except that the
Parties shall retain their rights of indemnity against the other Party as
provided for herein.

     11. Without the agreement of the other Party, no Party may bind the Joint
Venture or the other Party to any commitment, obligation or liability, nor
compromise, release or settle any claim or right ate Joint Venture.

     12. No Party shall give, sell, assign, encumber, pledge, transfer, convey
or in any way dispose of its rights, obligations or interest in the Joint
Venture without the express written consent of the other Party.

     13. All claims and disputes between the Parties arising out of or related
to this Agreement shall be settled by binding arbitration under the Construction
Industry Rules of the American Arbitration Association, and judgment upon the
award rendered may be entered in any court having jurisdiction thereof.

     14. In the event any Party (the Defaulting Party") is in material breach or
default under this Agreement, the Prime Contract and/or its separate subcontract
with the Joint Venture, and such material breach or default is not cured within
10 days after written notice thereof to the other Party (or reasonable action to
cure has not been initiated and continuously and diligently pursued), the other
party (the Non-Defaulting Party") shall have the right to take over and complete
all the obligations of the Prime Contract and/or the Joint Venture; likewise,
said Non-Defaulting Party shall have the right to individually take over,
complete and/or terminate the Defaulting Party's separate subcontract, and/or to
have the Joint Venture take over, complete and/or terminate said separate
subcontract. In the event of any breach or default, the Party committing such
breach or default agrees to indemnify the other Party from and for any and all
losses and damages suffered as a result of same.

     15. The term of the Joint Venture and this Agreement will continue until
each of the following have been satisfied: (a) all obligations and liabilities
of the Joint Venture under and in connection with the Prime Contract have been
carried out or discharged; (b) the Joint Venture has received payment in fall of
all sums due it under the Prime Contract; and (e) a final accounting and
settlement have been made.

     16. This Agreement shall be governed by Mississippi law. If any part of
this Agreement is determined to be invalid or otherwise unenforceable, such
invalidity or enforceability shall in no way affect the remaining parts of this
Agreement and such remaining parts shall continue to be valid and enforceable as
constituting the entire Agreement. This Agreement is binding upon the Parties,
their successors and assigns. This Agreement constitutes the entire agreement
between the Parties concerning its subject matter and supersedes any and all
prior agreements, understandings or undertakings. No Agreement may not be
changed except upon an amendment in writing signed by each Party to be charged.

     IN WITNESS WHEREOF the Parties have executed this Agreement effective as
set forth above.


ADUDDELL ROOFING & SHEET                      CAROTHERS CONSTRUCTION, INC.
METAL, INC.

By:    TIM ADUDDELL                           By:    MATT MILLS
       Tim Aduddell                                  Matt Mills
Its:   President                              Its:   Vice President