Exhibit 10.1


    
      

    

    
 

     

    BETWEEN

    


    


    METALS
      & ARSENIC REMOVAL TECHNOLOGY, INC.

    


    


    A
      N
      D

    


    


    Advanced
      Water Recycle Inc.

     

     

     

    

      
        

      

    

    


    JOINT
      VENTURE AGREEMENT

     

    
      

    

     

    
       

       

       

      
        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      AGREEMENT
      is made
      this  3 day of April 2006

     

    
      	
              BETWEEN

            	
              METALS
                & ARSENIC REMOVAL TECHNOLOGY, INC. (MARTI)
                a
                duly incorporated company whose registered address is 2503 reliance
                Ave.
                Apex, 27539 North Carolina, United States of America represented
                herein by
                George A. Moore III in his capacity as President and Chief Executive
                Officer of MARTI,
                INC.,
                he by his signature warranting that he is duly
                authorised;

            


    

     

    
      	
              A
                N D

            	
              Advanced
                Water Recycle Inc
                a
                duly incorporated company whose registered office is at 2501 Reliance
                Ave., Apex, NC 27539 (hereinafter collectively and jointly and severally
                referred to as “AWR”) represented herein by Dennis Mast in his capacity as
                the duly authorised agent of the AWR Inc, he by his signature warranting
                that he is duly authorised.

            


    

     

    WHEREAS:

     

    
      	
              1.

            	
              The
                parties each have a desire
                to team together and use the dual
                experience in Water treatment, and development to produce systems
                using
                the patented ARTI-64 product, and other technologies related to water
                treatment. 

            


    

     

    
      	
              2.

            	
              The
                parties wish to utilize their expertise and intellectual property
                rights
                to develop, marker, and operate water treatment recycle systems for
                market. 

            


    

     

    
      	
              3.

            	
              Both
                the MARTI Inc and AWR have intellectual property rights with or related
                to
                the provision of water treatment systems, in the case of MARTI being
                in
                particular its water treatment media and equipment in the case of
                the AWRI
                its production and management
                capabilities.

            


    

     

    IT
      IS
      AGREED
      as
      follows:

     

    
      	
              1.

            	
              INTERPRETATIONS
                AND DEFINITIONS

            


    

     

    
      	 	
              1.1

            	
              In
                this agreement the following terms shall, unless the context otherwise
                admits or requires, have the following
                meanings:

            


    

     

    “Business”
      means the development of systems or materials utilizing the expertise and
      intellectual property rights of the MARTI and AWRI collectively. 

     

    “Joint
      Venture” means the separate trading operation and activities of the parties as
      joint venturers and the establishment and promotion of the joint venture in
      terms of this agreement and “Joint Venturers” means the parties conducting the
      joint venture. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        2

      

    

     

    “Management
      Committee” means the management committee
      established in accordance with clause 3.
      

     

    “Parties”
      means the MARTI Group and AWRI Group and any other person who, pursuant to
      the
      terms and conditions of this agreement may become a party to the joint venture
      or otherwise bound by the terms of this agreement. 

     

    “Representative”
      means an actual person appointed as the representative of a joint venturer
      pursuant to clause 3.1(a)
      and
      includes alternative representative. 

     

    
      	 	
              1.2

            	
              In
                this agreement reference to the plural includes reference to the
                singular
                and vice versa. 

            


    

     

    
      	 	
              1.3

            	
              In
                this agreement reference to any statutory provision shall include
                any
                statutory provision which amends or replaces it and any subordinate
                legislation made under it. Headings inserted in this agreement are
                for
                convenience of reference only and do not effect the interpretation
                of this
                agreement.

            


    

     

    
      	
              2.

            	
              ESTABLISHMENT
                OF JOINT VENTURE

            


    

     

    
      	 	
              2.1

            	
              This
                agreement shall commence on April 3, 2006 and shall terminate in
                accordance with clause 12.
                

            


    

     

    
      	 	
              2.2

            	
              The
                joint venturers hereby establish a joint venture in accordance with
                the
                provisions of this agreement for the purpose of pursuing the business.
                

            


    

     

    
      	 	
              2.3

            	
              Upon
                or as soon as possible after the commencement
                date:

            


    

    

      
        	 	
                (a)

              	
                MARTI
                  shall provide:

              


      

       

    

    
      	 	
              (i)

            	
              Metal
                & Arsenic Removal Technology, Inc. (“MARTI”) raw materials relater to
                the production of ARTI-64. 

            


    

    

      
        	 	
                (ii)

              	
                Equipment
                  needed to treat water with ARTI-64 

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        3

      

    

     

    
      	 	
              (ii)

            	
              Instructions
                and literature related to
                Treatment.

            


    

     

    
      	 	
              (iii)

            	
              On-site
                assistance for start-ups.

            


    

     

    
      	 	
              (iv)

            	
              Access
                to the MARTI advisory board and Board
                members

            


    

     

    
      	 	
              (v)

            	
              Access
                to MARTI staff.

            


    

     

    
      	 	
              (vi)

            	
              Aid
                in design of systems

            


    

     

     

     

    

      
        	 	
                (b)

              	
                AWRI
                  will provide:

              


      

    

    

      
        	 	
                (i)

              	
                Expertise
                  in water treatment;

              


      

    

     

    
      	 	
              (ii)

            	
              Connection
                to market;

            


    

     

    
      	 	
              (iii)

            	
              Long
                term operation of system:

            


    

    
      	 	
              (iv)

            	
              Design
                of full systems

            


    

    
      	 	
              (v)

            	
              Oversee
                construction of systems

            


    

    
      	 	
              (vi)

            	
              Aid
                in grant development

            


    

    
      	 	
              (vii)

            	
              Engineering
                services

            


    

    


     

    
      	 	
              2.4

            	
              The
                joint venture shall operate as from the commencement date and the
                joint
                venturers shall conduct themselves in relation to the joint venture
                and
                this agreement for the maximum commercial advantage of the joint
                venture
                and the joint venturers consistent with prudent commercial practice
                and
                the laws of the USA to the extent relevant.


            


    

     

    
      	
              3.

            	
              MANAGEMENT
                COMMITTEE

            


    

     

    
      	 	
              3.1

            	
              The
                day-to-day management of the joint venture and policy matters of
                the joint
                venture shall be conducted by a management committee which shall
                consist
                of one representative appointed in writing by each of the joint venturers
                in respect of which the following shall
                apply:

            


    

    

      
        	 	
                (a)

              	
                Each
                  joint venturer shall duly appoint and maintain the appointment
                  of one
                  representative. 

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        4

      

    


    
      	 	
              (b)

            	
              Any
                joint venturer may at any time appoint one person to act as an alternative
                to its representative at any meeting or meetings and may at any time
                cancel the appointment. 

            


    

     

    
      	 	
              (c)

            	
              Each
                joint venturer may cancel the appointment of its representative provided
                that such notice appoints another representative in his
                stead.

            


    

     

    
      	 	
              (d)

            	
              Every
                such appointment or cancellation or reappointment shall be by notice
                in
                writing to the other joint venturer.


            


    

     

    
      	 	
              (e)

            	
              It
                shall be the responsibility of each joint venturer to appoint and
                maintain
                valid appointments of its representative and any alternates.
                

            


    

     

    
      	 	
              3.2

            	
              Any
                joint venturer and any representative may, at any time, by notice
                in
                writing to the other joint venturer given pursuant to clause 3.5
                summon a meeting of the management committee.


            


    

     

    
      	 	
              3.3

            	
              The
                joint venturers shall ensure that the management committee meets,
                either
                in person, or by video or telephone link, or by such other technological
                means as the parties may from time to time stipulate, at least every
                month.

            


    

     

    
      	 	
              3.4

            	
              All
                meetings of representatives shall, unless otherwise agreed by the
                joint
                venturers, be held at such reasonable place in North Carolina, the
                USA as
                the joint venturer calling the meeting chooses.


            


    

     

    
      	 	
              3.5

            	
              Not
                less than 14 days prior written notice shall be given to each joint
                venturer of all meetings of the management committee specifying the
                general nature of the business to be transacted thereat, and unless
                otherwise agreed unanimously by the representatives of the joint
                venturer
                present thereat, no business other than that specified shall be transacted
                at the relevant meeting. 

            


    

     

    
      	 	
              3.6

            	
              The
                quorum for meetings shall be one representative appointed by each
                joint
                venturer. 

            


    

     

    
      	 	
              3.7

            	
              If
                within half an hour from the time appointed for a meeting of the
                management committee a quorum is not present, the meeting shall stand
                adjourned to the same day in the next week at the same time and place,
                and
                if at the adjourned meeting a quorum is not present within half an
                hour
                from the time appointed for such adjourned meeting, the representative
                then present shall be deemed to be a quorum.


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        5

      

    

     

    
      	
              4.

            	
              POWERS
                OF THE MANAGEMENT COMMITTEE

            


    

     

    
      	 	
              4.1

            	
              A
                meeting of the management committee at which a quorum is present
                shall be
                empowered to exercise the functions of the joint venturers under
                this
                agreement, except for the following
                purposes:

            


    

    

      
        	 	
                (a)

              	
                Agreeing
                  to terminate this agreement and the joint venture;
                  or

              


      

       

      
        	 	
                (b)

              	
                modifying
                  or amending the provisions of this
                  agreement;

              


      

       

    

    when
      the
      written agreement of the joint venturers shall be required. Subject to the
      aforegoing provisions of this clause, decisions of the representatives shall
      be
      binding on the joint venturers. 

     

    
      	 	
              4.2

            	
              Except
                where it is expressly provided in this agreement to the contrary,
                decisions taken by the representatives in relation to the joint venture
                shall be unanimous. 

            


    

     

    
      	 	
              4.3

            	
              The
                members of the management committee may if they so desire nominate
                one of
                their members to be the chairperson of all meetings of representatives.
                The chairperson shall not be entitled to any casting vote.
                

            


    

     

    
      	 	
              4.4

            	
              Minutes,
                and a tape record of the proceedings at meetings of representatives
                shall
                be kept and copies thereof circulated within 30 days after such meeting
                to
                joint venturers for review, comment and such action as may be required.
                

            


    

     

    
      	 	
              4.5

            	
              Notwithstanding
                anything to the contrary herein contained, a motion, proposal or
                any other
                matter approved in writing (including by facsimile, telex, telegram
                or
                e-mail) by all the joint venturers entitled to be represented at
                meetings
                of representatives and directed to the other joint venturer, shall
                be
                binding and be given effect to as if it were duly passed at a meeting
                of
                representatives. 

            


    

     

    
      	
              5.

            	
              FINANCIAL

            


    

     

    Cost
      will
      be divided 50/50 on the MARTI product line and other components will not come
      from the MARTI budget unless set out in this document. 

     

    
      	
              6.

            	
              SPECIAL
                VOTING ARRANGEMENTS

            


    

     

    
      	 	
              6.1

            	
              The
                joint venturers agree that, notwithstanding anything contained in
                this
                agreement, no decision of the management committee shall be made
                in
                respect of any of the matters referred to in clause 6.2
                unless supported by each of the controlling bodies of the joint venturers
                themselves. The joint venturers agree that any resolution passed
                or
                decisions made in contravention of this clause shall be immediately
                rescinded. 

            



      
        
          
          

        

        
          
          

          
            

          

        

        
          6

        

      

    

     

    
      	 	
              6.2

            	
              The
                matters which are subject to the provisions of clause 6.1
                are:

            


    

    

      
        	 	
                (a)

              	
                the
                  consolidation or amalgamation of the joint venture with any other
                  company,
                  association, partnership or legal
                  entity;

              


      

       

      
        	 	
                (b)

              	
                any
                  significant new undertaking or activity by the joint venture outside
                  the
                  business described;

              


      

       

      
        	 	
                (c)

              	
                the
                  approval of annual capital and operating budgets of the joint venture
                  or
                  any significant variation thereof;

              


      

       

      
        	 	
                (d)

              	
                dismissal
                  of the manager or the variation to any material extent of the terms
                  and
                  conditions of the appointment of the
                  manager;

              


      

       

      
        	 	
                (e)

              	
                the
                  appointment or removal of the auditors of the joint
                  venture;

              


      

       

      
        	 	
                (f)

              	
                any
                  significant change in the method of funding the operations of the
                  joint
                  venture;

              


      

       

      
        	 	
                (g)

              	
                the
                  accounting procedures or policies of the joint venture.
                  

              


      

    

     

    
      	
              7.

            	
              ANCILLARY
                AGREEMENTS

            


    

     

    The
      joint
      venturers agree that there are no ancillary agreements entered into which are
      in
      conflict with the terms of this Joint Venture Agreement.

     

    
      	
              8.

            	
              AUDIT
                AND INSPECTION RIGHTS

            


    

     

    
      	 	
              8.1

            	
              Either
                joint venturer may at any time require any aspect or aspects of the
                financial, legal, technical or operational affairs of the joint venture
                to
                be the subject of a special enquiry or audit by a person or persons
                nominated by such joint venturer. Any such special enquiry or audit
                shall
                be conducted on the following
                basis:

            


    

    

      
        	 	
                (a)

              	
                The
                  costs of and in connection with such special enquiry or audit shall
                  be
                  borne by the joint venturer initiating the same.
                  

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            7

          

        


        
          	 	
                  (b)

                	
                  The
                    joint venturer initiating such audit or enquiry shall be responsible
                    to
                    ensure that such enquiry or audit is conducted in such manner
                    as results
                    in as little disruption of and interference with the management
                    of the
                    joint venture as is reasonably practical and that all information
                    relating
                    to the joint venture and the business is kept confidential.
                    

                


        

         

        
          	 	
                  (c)

                	
                  The
                    joint venturers shall ensure that the joint venture and its employees,
                    agents and contractors make available to the person or persons
                    conducting
                    such audit or enquiry all books, documents, records and such
                    other
                    information as is reasonably required by such person or persons
                    for the
                    purpose of conducting such audit or enquiry.


                


        

         

        
          	 	
                  (d)

                	
                  The
                    results of any audit or enquiry undertaken as afore-said shall
                    promptly be
                    made known to both joint venturers.


                


        

         

      

    

    
      	
              9.

            	
              CONFIDENTIALITY
                AND KNOW-HOW

            


    

     

    
      	 	
              9.1

            	
              All
                know-how and other information relating to the joint venture and
                the
                business shall be kept confidential and shall be the sole property
                of the
                joint venture and shall not be disclosed by any joint venturer to
                any
                party other than in the normal course of business of the joint
                venture. 

            


    

     

    
      	 	
              9.2

            	
              The
                provisions of clause 9.1
                shall continue to bind both joint venturers notwithstanding the
                termination of the joint venture and such restriction shall apply
                until a
                date one year after the date of termination.


            


    

     

    
      	 	
              9.3

            	
              All
                know-how, client contracts, client contacts, goodwill, trademarks,
                other
                intellectual property, the name of the joint venture itself and any
                other
                trade name used by the joint venture and all other intellectual property
                relating to the business shall belong to the joint venture and shall
                not
                be used or employed by any of the joint venturers except in accordance
                with this agreement. At the termination of this agreement, all such
                items
                introduced by one of the joint venturers shall however return to
                and again
                vest in the party introducing same.


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        8

      

    

     

    
      	
              10.

            	
              ENCUMBRANCE
                OF INTEREST IN THE JOINT
                VENTURE

            


    

     

    No
      joint
      venturer shall pledge, charge or encumber or cause to be pledged, charged or
      encumbered its interest in the joint venture or any part of the assets of the
      joint venture without the consent in writing of the other joint
      venturer.

     

    
      	
              11.

            	
              NEGATION
                OF PARTNERSHIP, AGENCY, SEVERAL
                LIABILITY

            


    

     

    
      	 	
              11.1

            	
              Nothing
                contained in this agreement or in the conduct of the joint venture
                by the
                parties shall be deemed to constitute any joint venturer the partner
                of
                any other party, or, except as otherwise herein expressly provided,
                to
                constitute any party as the agent or legal representative of the
                other. No
                party shall have any authority to act or assume any liability or
                obligation on behalf of the other parties, except as expressly provided
                in
                this agreement. 

            


    

     

    
      	 	
              11.2

            	
              Any
                agreement or obligation expressed in this agreement to be by or upon
                the
                joint venturers shall be deemed to be an agreement by or obligation
                upon
                each of them severally.

            


    

     

    
      	
              12.

            	
              TERMINATION

            


    

     

    
      	 	
              12.1

            	
              If
                any statutory, regulatory body or authority or any international
                aid
                organization or government of any of the countries in which the parties
                propose operating the joint venture, should require directly or indirectly
                any alteration or modification to any term of this joint venture
                agreement
                or to the funding arrangements of the joint venture in either case
                in a
                manner which is significantly adverse to either joint venturer, then
                such
                joint venturer may forthwith give notice to terminate this agreement
                and
                the joint venturer giving such notice shall incur no liability to
                the
                other joint venturer for any default or breach arising from the exercise
                of the right under this clause 12.1. 

            


    

     

    
      	 	
              12.2

            	
              Any
                joint venturer may give a notice of cancellation of this agreement
                in the
                event that any one or more members of the other joint
                venturer:

            


    

    

      
        	 	
                (a)

              	
                is
                  declared insolvent or bankrupt or has a receiver or receiver manager
                  of
                  its affairs appointed;

              


      

       

      
        	 	
                (b)

              	
                has
                  all or any substantial part of its capital or assets appropriated
                  by any
                  government authority;

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            9

          

        


        
          	 	
                  (c)

                	
                  is
                    removed or liquidated except in consequences of a solvent
                    reconstruction;

                


        

         

        
          	 	
                  (d)

                	
                  is
                    in default under this agreement and such default has not been
                    rectified
                    within 21 days following a notice to the defaulting joint venturer
                    specifying the default.


                


        

      

    

     

    
      	 	
              12.3

            	
              Notwithstanding
                that there may be no breach or default by either joint venturer,
                if a
                Fundamental Disagreement as to a major matter occurs then either
                joint
                venturer may give a notice to the other canceling this agreement
                on 60
                days notice and such notice shall incur no liability to the other
                joint
                venturer for any default or breach arising from the exercise of the
                right
                under this clause. 

            


    

     

    
      	 	
              12.4

            	
              A
                fundamental disagreement as to a major matter includes any of the
                following disagreements namely:

            


    

    

      
        	 	
                (a)

              	
                a
                  disagreement as to the need to increase the funding of the joint
                  venture
                  by either party or as to the method by which such funding shall
                  be made;
                  

              


      

       

      
        	 	
                (b)

              	
                a
                  disagreement as to the admission of additional parties to the joint
                  venture;

              


      

       

      
        	 	
                (c)

              	
                a
                  disagreement as to the making of a distribution or the dividend
                  policy;

              


      

       

      
        	 	
                (d)

              	
                a
                  disagreement as to the directions or expansion of the
                  venture;

              


      

       

      
        	 	
                (e)

              	
                a
                  disagreement as to the sale or other disposition of the venture
                  or part of
                  the business of the venture;

              


      

       

      
        	 	
                (f)

              	
                a
                  disagreement as to the appointment of the manager or the termination
                  of
                  the services of the manager;

              


      

       

      
        	 	
                (g)

              	
                a
                  disagreement as to any substantial matter which can be calculated
                  to cause
                  permanent injury to the joint venture as a going concern and where
                  the
                  disagreement of the joint venturers is threatening the failure
                  of the
                  viability of the joint
                  venture.

              


      

    

     

    
      	
              13.

            	
              COSTS

            


    

     

    In
      the
      first instance the costs of each joint venturer in settling the terms and
      conditions of this agreement are borne and paid for by each party to their
      own
      legal advisers. However as between the parties themselves the joint venture
      shall bear the costs of establishing this joint venture including the legal,
      accounting and all other out-of-pocket disbursements incurred by the parties
      in
      connection with this agreement. As against any legal advisers, accountants
      or
      other nominated officials of the joint venture the joint venture partners bind
      themselves jointly and severally for the settlement of amounts due to such
      parties. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        10

      

    

     

    
      	
              14.

            	
              GOVERNING
                LAW

            


    

     

    This
      agreement shall be governed by and interpreted according to the laws of North
      Carolina and each party irrevocably submits itself to the jurisdiction of the
      NC
      courts in respect of any proceedings arising out of or relating to this
      agreement or the joint venture itself. 

     

    
      	
              15.

            	
              NO
                WAIVER

            


    

     

    
      	 	
              15.1

            	
              No
                failure or delay on the part of either joint
                venturer in exercising any power or right under this Agreement shall
                operate as a waiver, nor shall any single or partial exercise of
                such
                right or power preclude any other or future exercise of the same,
                or any
                other right or power under this
                agreement.

            


    

     

    
      	 	
              15.2

            	
              No
                waiver by either party of any provisions of this agreement shall
                be
                binding unless made expressly and confirmed in writing. Further,
                any such
                waiver shall relate only to such matter, non-compliance or breach
                as is
                expressly stipulated and shall not apply to any subsequent or other
                matter, non-compliance or breach. 

            


    

     

    
      	
              16.

            	
              ASSIGNMENT

            


    

     

    This
      Agreement and the rights and obligations hereunder are personal to the joint
      venture partners and such rights shall not be assignable.

     

    
      	
              17.

            	
              NOTICES

            


    

     

    
      	 	
              17.1

            	
              All
                notices or other communications to be given under this agreement
                shall be
                given at the recipients last known place of address (or such other
                address
                within NC as that party may have specified in writing) and shall
                be deemed
                to have been given or made:

            


    

    

      
        	 	
                (a)

              	
                in
                  the case of a communication by letter, on the third day after being
                  posted
                  by mail directly addressed and stamped;


              


      

       

      
        	 	
                (b)

              	
                if
                  given by hand, on personal delivery to the recipient or to such
                  address;
                  

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            11

          

        


        
          	 	
                  (c)

                	
                  in
                    the case of a communication by facsimile, when transmitted with
                    no
                    indication of incomplete transmission to the recipient’s last known
                    facsimile number. In the case of a notice by facsimile the facsimile
                    communication shall forthwith be followed by the posting or delivery
                    of an
                    original notice;

                


        

         

        
          	 	
                  (d)

                	
                  in
                    the case of an e-mail communication, when transmitted with no
                    indication
                    of incomplete transmission to the recipient’s last known e-mail address.
                    In the case of notice by e-mail the e-mail communication shall
                    forthwith
                    be followed by the posting or delivery of an original
                    notice.

                


        

         

      

    

    
      	 	
              17.2

            	
              The
                notified addresses and facsimile numbers and e-mails of the parties
                are as
                follows:

            


    

    

      
        	 	
                (a)

              	
                The
                  MARTI Group

              


      

      

        
          	 	
                  Post
                    address:

                	
                  2503
                    Reliance Ave, 

                


        

         

        
          	 	 	
                  Apex,
                    NC 27539

                


        

         

        
          	 	
                  Facsimile
                    address:

                	
                  919-772-1220

                


        

         

        
          	 	
                  Telephone
                    number:

                	
                  Office:
                    919-772-9925 / Cell phone:
                    919-889-8458

                


        

         

        
          	 	
                  E-mail
                    address:

                	
                  gmoore@martiwater.com

                


        

         

        Advanced
          Water Recycle Inc (HydroFlo Inc portfolio company) 

         

        
          	 	
                  Post
                    address:

                	
                  2501
                    Reliance ave

                


        

         

        
          	 	 	
                  Apex
                    NC 27539

                


        

         

         

        
          	 	
                  Facsimile
                    address:

                	
                  919-355-1220

                


        

         

        
          	 	
                  Telephone
                    number:

                	
                  919-355-1201

                


        

         

        
          	 	
                  E-mail
                    address:

                	
                  dmast@hydroflo.cc

                


        

         

      

    

    
      	 	
              17.3

            	
              Any
                party may change its notified addresses and other details as set
                out in
                17.2 above by notice in writing served on the other
                party.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        12

      

    


    
      	
              18.

            	
              VARIATION

            


    

     

    No
      modification, alteration of or addition to this agreement shall be binding
      on
      the parties unless in writing and signed or acknowledged by each of the
      parties.

     

    
      	
              19.

            	
              PUBLICITY

            


    

     

    All
      public statements regarding the activities of the joint venture shall be
      authorzised by the joint venturers unanimously.

     

    
      	
              20.

            	
              FORCE
                MAJEURE

            


    

     

    No
      failure or omission by any party to carry out or observe any of the terms or
      conditions of this agreement, including the obligation to pay money, shall,
      except as herein expressly provided to the contrary, give rise to any claim
      against the party in question or be deemed a breach of this agreement, if such
      failure or omission arises from any cause reasonably beyond the control of
      such
      party. 

     

    
      	
              21.

            	
              FURTHER
                ASSURANCES

            


    

     

    
      	 	
              21.1

            	
              The
                parties shall execute and deliver all documents and do all things
                necessary for the proper and complete performance of their respective
                obligations under this agreement. 

            


    

     

    
      	 	
              21.2

            	
              Each
                of the parties agrees to execute such further documents and do
                such further things within its power as may reasonably be necessary
                from
                time to time to give effect to the terms of this
                agreement.

            


    

     

    
      	
              22.

            	
              GOOD
                FAITH

            


    

     

    On
      entering into this agreement the parties recognize that it is impractical to
      make provision for every contingency that may arise in the course of the
      performance of the parties’ obligations under this agreement. Accordingly the
      parties declare their intention that this agreement shall operate between them
      with fairness and without detriment to the interests of any of them, and if
      in
      the course of the performance of this agreement unfairness to any party is
      disclosed or anticipated then the parties shall use their best endeavours to
      agree upon such action as may be necessary and equitable to remove the cause
      of
      the unfairness. The joint venturers undertake to conduct the joint venture
      and
      their relations with one another in good faith and at all times in the best
      interests of the joint venture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        13

      

    


    
      	
              23.

            	
              RESTRICTION
                ON OTHER BUSINESS

            


    

     

    
      	 	
              23.1

            	
              No
                joint venturer shall, except with the consent of the other party,
                acquire
                or hold any interest, whether direct or indirect or have any involvement
                whatever in any business activity which competes or is likely to
                compete
                with the business of the joint venture.


            


    

     

    
      	 	
              23.2

            	
              Except
                as expressly provided above, nothing herein shall be deemed to restrict
                in
                any way the freedom of the joint venturers to conduct any other business
                activity whatsoever whether in USA or
                elsewhere.

            


    

     

    
      	
              24.

            	
              DISPUTE
                RESOLUTION

            


    

     

    
      	 	
              24.1

            	
              If
                there is a dispute between the parties arising out of or in connection
                with this agreement, or arising out of their respective rights and
                obligations under this agreement or in any way affecting the joint
                venture, neither of the parties is to commence any proceedings relating
                to
                that dispute until the following procedure has been completed
                with:

            


    

    

      
        	 	
                (a)

              	
                The
                  party claiming a dispute has arisen must give written notice to
                  the other
                  party specifying the nature of the
                  dispute.

              


      

       

      
        	 	
                (b)

              	
                The
                  parties will endeavour, in good faith, to resolve the dispute referred
                  to
                  in the notice by using informal dispute resolution techniques.
                  

              


      

       

      
        	 	
                (c)

              	
                If
                  the parties do not agree on a dispute resolution technique within
                  14 days
                  after the date notice of a dispute was given, the dispute is to
                  be
                  mediated according to the standard mediation.


              


      

       

      
        	 	
                (d)

              	
                Pending
                  resolution of the dispute, this agreement will remain in full effect
                  without prejudicing the parties respective rights and
                  remedies.

              


      

       

      
        	 	
                (e)

              	
                If
                  mediation is not successful in settling the dispute the dispute
                  shall be
                  referred to arbitration under the Arbitration Act 1996.
                  

              


      

       

      
        	 	
                (f)

              	
                Pending
                  resolution of the dispute, a party seeking urgent interlocutory
                  relief
                  may, by notice to the other party, elect not to comply with the
                  provisions
                  of this clause, but only to the extent of the relief sought, and
                  only for
                  the period required to dispose of the application for interlocutory
                  relief. 

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        14

      

    


    
      	
              25.

            	
              ENTIRE
                AGREEMENT

            


    

     

    This
      agreement constitutes the sole understanding of the joint venturers with respect
      to the subject matter hereof, and supersedes all prior undertakings, written
      or
      oral which shall be of no further force or effect. No modification, alteration
      or waiver of the terms of this agreement shall be binding unless the same shall
      be in writing dated subsequent to the date of this agreement and duly executed
      by both the joint venturers. 

     

    


     

    IN
      WITNESS
      of which
      this agreement has been executed by:

     

    


    
      	
              MARTI

            	
              )

            	
              George
                A. Moore III

            


    

    
      	
              Who
                by his signature declares himself to be fully

            	
              )

            


    

    
      	
              authorised
                thereto, and in the presence of the

            	
              )

            


    

    
      	
              undersigned
                witness

            	
              )

            


    

    


     

    


     

    
      	
              AWRI 

            	
              )

            	
              Dennis
                L. Mast

            


    

    
      	
              who
                by his signature declares himself to be fully 

            	
              )

            


    

    
      	
              authorised
                thereto, and in the presence of the 

            	
              )

            


    

    
      	
              undersigned
                witness

            	
              )