##### 



Exhibit 10.8
 JOINT VENTURE
AND
LIMITED LIABILITY COMPANY
AGREEMENT




---



##### 



TABLE OF CONTENTS
 ARARTICLE 1  DEFINITIONS
    
    
    1ARARTICLE 2  PRELIMINARY MATTERS
    
    
    4ARARTICLE 3  FORMATION OF THE JV
    
    
    4ARARTICLE 4  CONTRIBUTIONS; CAPITAL ACCOUNTS; DISTRIBUTIONS
    
    
    5ARARTICLE 5  MANAGEMENT OF THE JV
    
    
    8ARARTICLE 6  COVENANTS
    
    
    10ARARTICLE 7  REPRESENTATIONS AND WARRANTIES
    
    
    11ARARTICLE 8  TERM AND TERMINATION
    
    
    13ARARTICLE 9  TRANSFERS OF PARTICIPATING INTERESTS; WITHDRAWAL
    
    
    14ARARTICLE 10  CONVERSION OF JV INTERESTS
    
    
    16ARARTICLE 11  MISCELLANEOUS
    
    
    17




---



##### 



JOINT VENTURE AND LIMITED LIABILITY COMPANY AGREEMENT
  W I T N E S S E T H
    et seq
  ARTICLE 1  DEFINITIONS
  Arizona Act et seq.
 Capital Account
 Capital Expenditure
 Capital Expenditure Distribution Amount
 1




---



##### 



Change of Control
 Code
 Common Stock
 Deceased Spouse
 Development Activities
 Distribution Allocation
 Divorced Member
 Divorced Spouse
 Existing Powergrid Products
 Fiscal Year
 GAAP
 Improvements
 Initiating Member
 JV Teknik-Powergrid JV, LLC
 JV Financings
 JV Licenses
 Know-How
 Liens
 2




---



##### 



Liquidating Member
 Management Committee
 Manager
 Maximum Drawdown Other Member
 Member Spouse
 Member Representatives
 Members
 Membership Interest Conversion Right
 Net Distributions
 Net Profits Net Loss
 Other Member
 Participating Interests
 Party Parties
 Powergrid
 Powergrid License Agreement
 Profit/Loss Allocation
 Reimbursable Expenses
 Subject Interest
 3




---



##### 



Technical Data
 Technology
 Teknik
 Terms of Sale
 Third Party Expenses
 Unauthorized Transfer
 Video Game League Software
 Withdrawing Member
 ARTICLE 2  PRELIMINARY MATTERS
 THE EXISTING POWERGRID PRODUCTS execution as defined in Paragraph 4.4, and/or its affiliates
 ARTICLE 3  FORMATION OF THE JV
 Name and Address Teknik Powergrid, LLC 7518 Elbow Bend Road, B-9, Carefree, Arizona
 Registered Office and Registered Agent
 Purpose and Powers of the JV
 4




---



##### 



Members
 Name
    
    AddressTeknik Digital Arts, Inc.
    
    7518 Elbow Bend Road, B-9
Carefree, Arizona. 85377Powergrid Fitness, Inc.
    
    8681 Cherry Lane
Laurel, Maryland 20707
  Fiscal Year
 Liability of Members
 Restrictions on Transfer
 Admission of Additional or Substitute Members
 ARTICLE 4  CONTRIBUTIONS; CAPITAL ACCOUNTS; DISTRIBUTIONS
 Participating Interests
 Name
    
    Participating InterestTeknik Digital Arts, Inc.
    
    
    50
    %Powergrid Fitness, Inc.
    
    
    50
    %
 Allocation of Net Profits and Net Losses
 5




---



##### 



NameTeknik Digital Arts, Inc.
    
    
    50
    %Powergrid Fitness, Inc.
    
    
    50
    %
 Initial Capital Contributions
 Name
    
    Initial Capital ContributionTeknik Digital Arts, Inc.
    
    $
    50,000.00Powergrid Fitness, Inc.
    
    $100.00 (License)
 Equalization Transactions
  (i)
    
    License to the JV, in a form of a license mutually
acceptable to each of Teknik and Powergrid (the
Powergrid Agreement), a License to all of Powergrids
right, title, and interest in and to the Existing
Powergrid Products, for the purposes of engaging in the
activities set forth in Section 3.3; and(ii)
    
    Refer all investors to Teknik to raise additional
capital for the JV. 50% of all Powergrid referral funds
invested shall be paid to Powergrid as a research and
development fee unless otherwise agreed by both members
of the JV.
  (i)
    
    Assign to the JV, all of Tekniks right,
title, and interest in and to the Video
Game League, for the purposes of
engaging in the activities set forth in
Section 3.3; and(ii)
    
    undertake the Development Activities; and(iii)
    
    make certain Capital Expenditures on
behalf of the JV, as more particularly
set forth in Section 6.1, and otherwise
contribute, as Reimbursable Expenses,
funds necessary to finance the
Development Activities; and(iv)
    
    Provide an investment vehicle for
Powergrid referral investors to invest
in Teknik, with the proceeds to be used
exclusively by the JV.
 6




---



##### 



Capital Account
 (a)
    
    There shall be established for each Member on the books of
the JV a capital account (a Capital Account). The Capital
Account of a Member shall be: (i) credited with: (x) such
Members initial capital contribution, (y) allocations of
Net Profits to such Member, and (z) additional capital
contributions made by such Member, including, without
limitation, Capital Expenditures, and (ii) decreased by:
(x) allocations of Net Losses to such Member, and (y)
distributions to such Member of Capital Expenditure
Distribution Amounts or Net Distributions.(b)
    
    Upon the occurrence of any event specified in Treasury
Regulation Section 1.704-1(b)(2)(iv)(i), the Management
Committee may cause the Capital Accounts of the Members to
be adjusted to reflect the fair market value of the JVs
assets at such time (as determined by the Management
Committee in its sole discretion) in accordance with such
regulation.
 Expenses; Distributions
 Teknik Digital Arts, Inc.
    
    
    50
    %Powergrid Fitness, Inc.
    
    
    50
    %
 Liabilities
 Limitation of Distributions
 7




---



##### 



Allocation of Income and Loss for Tax Purposes
 Determination by the Management Committee of Certain Matters
 ARTICLE 5  MANAGEMENT OF THE JV
 Management of the JV
 (a)
    
    Management Committee. The business and affairs of the JV
shall be governed in all respects by a committee (the
Management Committee) composed of two individuals (the
Member Representatives), one of whom shall be appointed
by each Member. The Management Committee shall be
responsible for: (i) formulating the policy of the JV, (ii)
determining initial and annual capital and operating
budgets, (iv) authorizing individuals to carry out all
material decisions regarding JV activities and operations,
including decisions regarding material capital expenditures
and investments, and (iii) monitoring the efforts and
progress of such individuals to determine that such
decisions are being properly implemented. In these regards,
each of the Members agrees to devote the time and to
exercise best reasonable efforts to cause the JV to achieve
its purposes, as set forth in Section 3.3.(b)
    
    Meetings.
 (i)
    
    The Management Committee shall
meet at least once every month,
or more or less frequently as
determined by the Member
Representatives. Management
Committee meetings may be held in
person, by telephone conference,
or by use of similar
communications equipment. Any
action required or permitted to
be taken by the Management
Committee may be taken without a
meeting if all of the Member
Representatives consent in
writing.(ii)
    
    Special meetings of the
Management Committee may be held
upon the call of any Member
Representative for any purpose.
Written notice of each regular
and special meeting shall be sent
to each Member Representative not
less than twenty-four hours
before such meeting. Notice of
any meeting need not be given to
any Member Representative
 8




---



##### 



who shall submit, either before or after
the meeting, a signed waiver of notice or
who shall attend the meeting.
 (c)
    
    Term of Member Representatives. Each Member Representative
shall hold office until his death, resignation, retirement,
or removal by the Member that appointed him. If a vacancy
shall occur in the Management Committee, the Member that
appointed such vacating Member Representative may appoint
his successor by giving written notice thereof to the other
Member. Similarly, if either Member desires to replace its
appointee, such Member may remove and replace such
appointee at any time by giving written notice thereof to
the other Member.(d)
    
    Compensation. Member Representatives shall not receive any
salaries, fees, or other compensation or expense
reimbursement from the JV in respect of their service on
the Management Committee; any such compensation and
reimbursement shall be the obligation of the Member
designating the particular Member Representative.(e)
    
    Quorum. The presence, by proxy, in person, or by telephone,
of both Member Representatives at any regular or special
meeting of the Management Committee shall be necessary to
constitute a quorum.(f)
    
    Vote. Each Member Representative shall vote the
Participating Interest of the Member that appointed him.
 Actions of the Management Committee
 Unanimous Consent Matters
 (a)
    
    waive any provision of this Agreement;(b)
    
    sell, transfer, or encumber a material part of the assets
of the JV, or cause the JV to merge or consolidate with any
other person or entity;(c)
    
    admit any additional Members or issue any additional
ownership interests in the JV, except as permitted in
Section 4.4(b)(ii);(d)
    
    enter into a joint venture, partnership, or similar
arrangement with any person or entity other than sales,
distribution, and license agreements entered into in the
ordinary course of business of the JV;(e)
    
    enter into any transaction with, or make or incur any
obligation to make any payment to, a Member or an affiliate
of a Member, other than as expressly provided in this
Agreement;
 9




---



##### 



(f)
    
    merge, reorganize, or restructure the JV, or register any
securities in the JV pursuant to any provision of any
applicable securities laws, except as permitted in Section
4.4(b)(ii); or(g)
    
    file a petition in voluntary bankruptcy; make an assignment
for the benefit of creditors; consent to the appointment of
a receiver or receivers of a material part of the property
of the JV; or file a petition or answer seeking
reorganization under the federal bankruptcy laws or any
other applicable law or statute of the United States or any
State thereof or any similar laws of any other
jurisdiction.
 Management 50,000 a month 100,000 per month
 Communications
 ARTICLE 6  COVENANTS
 Capital Expenditures
 (a)
    
    Teknik shall devote adequate resources to the JV, subject
to its right to rely on JV Financings as provided in
Section 4.4(b), to engage in such Development Activities as
are needed or desirable for the JV to achieve its purposes
set forth in Section 3.3.(b)
    
    Consistent with capital budgets approved by the Management
Committee, Teknik shall have the exclusive authority to
commit to and make Capital Expenditures on behalf of the
JV; provided, that a Capital Expenditure in excess of
$10,000.00 in any one or series of transactions shall
require the prior written consent of both members, such
consent not to be unreasonably withheld. Any equipment or
 10




---



##### 



capital assets purchased by Teknik on behalf of the JV shall be the property of the JV.
 Improvements; Protection of Rights in Improvements
 (a)
    
    The JV shall devote adequate resources to the manufacture,
development and marketing of Powergrid products and
Development Activities in the furtherance of the
development of the Video Game League Software and to the
research and development of Improvements to maximize the
exploitation by the JV of the JV Licenses. Teknik shall
present such Improvements to the JV and shall provide all
information regarding such Improvements reasonably
necessary for the JV to determine whether or not to
endeavor to have patent letters issued for such
Improvements.(b)
    
    Powergrid shall promptly consult with Teknik on any actions
or events that could materially impact the value of the
Powergrid Product License to the JV, including litigation.
 ARTICLE 7  REPRESENTATIONS AND WARRANTIES
 Powergrid Representations and Warranties
 (a)
    
    Due Organization and Good Standing. Powergrid is a
corporation duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its
organization and has full power and authority to own its
assets and properties and to carry on its business as now
conducted. Powergrid is duly qualified as a corporation to
transact business, and is in good standing, in each
jurisdiction where the character of its properties, owned
or leased, or the nature of its activities makes such
qualification necessary, except where the failure to be so
qualified would not have an adverse effect material to
Powergrid.(b)
    
    Authorization and Validity of Agreements. Powergrid has the
full corporate power and authority to enter into, execute,
and deliver this Agreement and the Powergrid License and to
perform fully its obligations hereunder and thereunder. The
execution, delivery, and performance of this Agreement and
the Powergrid License, and the consummation of the
transactions contemplated hereby and thereby, have been
duly authorized by all necessary action on the part of
Powergrid. No other action is necessary for the
authorization, execution, delivery, and performance by
Powergrid of this Agreement and the Powergrid License and
the consummation by Powergrid of the transactions
contemplated hereby and thereby. This Agreement and the
Powergrid License have been duly executed and delivered by
Powergrid and constitute valid and legally binding
obligations of Powergrid enforceable against it in
accordance with their terms.(c)
    
    No Governmental Approvals or Notices. Neither the execution
and delivery by Powergrid of this Agreement and the
Powergrid License, the performance by Powergrid of its
obligations hereunder and thereunder, nor the performance
by Powergrid of any action contemplated hereby or thereby
requires any consent,
 11




---



##### 



approval, order, or authorization of, or registration or filing with, or the giving of notice
to, any governmental or public body or authority.(d)
    
    No Conflict. Neither the execution and delivery by Powergrid of this Agreement and the
Powergrid License, the performance by Powergrid of its obligations hereunder and thereunder,
nor the performance by Powergrid of any action contemplated hereby or thereby will: (i)
violate (with or without the giving of notice or the lapse of time or both) any law, rule,
regulation, order, judgment, or decree, or to which its assets or properties are bound or
subject, including Teknik(e)
    
    Representations and Warranties. Teknik hereby represents and warrants to Powergrid as follows:(a)
    
    Due Organization and Good Standing. Teknik is a corporation duly organized, validly existing,
and in good standing under the laws of the jurisdiction of its organization and has full
power and authority to own its assets and properties and to carry on its business as now
conducted. Teknik is duly qualified as a foreign limited liability partnership to transact
business, and is in good standing, in each jurisdiction where the character of its
properties, owned or leased, or the nature of its activities makes such qualification
necessary, except where the failure to be so qualified would not have an adverse effect
material to Teknik.(b)
    
    Authorization and Validity of Agreements. Teknik has the full authority to enter into,
execute, and deliver this Agreement and to perform fully its obligations hereunder. No other
action is necessary for: (i) the authorization, execution, delivery, and performance by
Teknik of this Agreement, or (ii) the consummation by Teknik of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by Teknik and constitutes a valid
and legally binding obligation of Teknik enforceable against it in accordance with its terms.(c)
    
    No Governmental Approvals or Notices. Neither the execution and delivery by Teknik of this
Agreement, the performance by Teknik of its obligations hereunder, nor the performance by
Teknik of any action contemplated hereby, requires any consent, approval, order, or
authorization of, or registration or filing with, or the giving of notice to, any
governmental or public body or authority.(d)
    
    No Conflict. Neither the execution and delivery by Teknik of this Agreement, the performance
by Teknik of its obligations hereunder, nor the performance by Teknik of any action
contemplated hereby will: (i) violate (with or without the giving of notice or the lapse of
time or both) any law, rule, regulation, order, judgment, or decree, or (ii) conflict with or
result in the breach or violation of, or constitute (or with or without the giving of notice
or the lapse of time, or both, would constitute) a default under any instrument, contract, or
other agreement to which Teknik is a party or by or to which his assets or properties are
bound or subject.
 12




---



##### 



ARTICLE 8  TERM AND TERMINATION
 Term
 Termination
 (a)
    
    by the mutual agreement of both Members;(b)
    
    by the remaining Member, in the event the JV is required by a court of competent jurisdiction to recognize an Unauthorized Transfer, as set
forth under Article 9.2 hereof;(c)
    
    by the remaining Member, in the event the other Member withdraws, pursuant to Article 9.4 hereof;(d)
    
    upon a Change of Control of Teknik;(e)
    
    upon the exercise by Powergrid of its Membership Interest Conversion Rights under Article 10 of this Agreement; or(f)
    
    upon the giving of at least thirty days prior written notice:
 (i)
    
    by either of the Members, effective at the end of the Initial Term or any Additional Term,(ii)
    
    by either Member in the event the other Member has materially breached its obligations
under this Agreement and fails to cure such breach within thirty days of receipt of
notice from the non-breaching Member of such breach,(iii)
    
    by either Member at any time following the end of the first year of the Initial Term if
the JV does not secure Financing adequate to fund the activities of JV, but only if
Teknik is not funding the Reimbursable Expenses of the JV, or(iv)
    
    by either Member in the event the other Member is in bankruptcy proceedings or has
entered into an assignment for the distribution of assets to creditors.(v)
    
    If JV fails to pay Powergrid the agreed upon monthly management fee.
 Dissolution
 13




---



##### 



ARTICLE 9  TRANSFERS OF PARTICIPATING INTERESTS; WITHDRAWAL
 Transfers of Participating Interests
 Death, Divorce, or Bankruptcy of a Member
 (i)
    
    In the event of the
death of a Member
(which for purposes
of this Section 9.1
shall be deemed to
cover the death,
divorce, or
bankruptcy of an
individual owning a
controlling interest
in a Member that is a
business entity),
where the
Participating
Interest owned by the
bankrupt or divorcing
Member is or would be
transferred in any
manner to any other
person as a result of
the death, divorce,
or bankruptcy of the
Member (the deceased,
divorcing, or
bankrupt Member is
referred to as the
Withdrawing
Member), the JV
shall have the option
to purchase and
acquire from the
estate of the
Withdrawing Member,
the Member, or any
other person, all of
the Participating
Interest which the
Withdrawing Member
owned at the time of
his death, divorce,
or bankruptcy at the
price and upon the
terms and conditions
set forth herein.
Such purchase shall
be closed within
thirty days following
the death of the
Withdrawing Member or
the agreement or
order authorizing or
compelling the
transfer of the
Members
Participating
Interest as a result
of the divorce or
bankruptcy of the
Withdrawing Member.
The Participating
Interest subject to
the obligations set
forth in the
preceding sentence
shall be referred to
herein as the
Subject Interest.
In the event that the
JV shall be
prohibited by law
from purchasing the
Subject Interest, or
any portion thereof
or elect not to
purchase the Subject
Interest, or any
portion thereof, the
remaining Member of
the JV shall have the
option to purchase
and acquire the
Subject Interest or
the portion thereof
which the JV does not
purchase at the same
price and upon the
same terms and
conditions applicable
to the purchase
thereof by the JV.
Upon the occurrence
of any of the
foregoing, the
Withdrawing Member or
the personal
representative of the
Member shall be
obligated to sell and
convey the Subject
Interest to the JV or
the remaining Member
at such price and
upon the terms and
conditions
hereinafter set
forth.(ii)
    
    The purchase price
for the Subject
Interest shall be
that price agreed to
by the Withdrawing
Member, the personal
representative of the
Withdrawing Member,
or any other legal
representative of the
 14




---



##### 



Withdrawing Member, as applicable, and the JV or the remaining Member, as applicable.
 (b)
    
    Death of a Members Spouse.In the event of the death of a spouse (the Deceased Spouse) of a Member (the Member Spouse) under
circumstances in which by the will of the Deceased Spouse or by the laws of intestate succession the
community interest of the Deceased Spouse in any Members Participating Interest would pass to or vest in
a person other than the Member Spouse, either legally or beneficially, the Member Spouse shall have the
option to purchase from such other person or the estate of the Deceased Spouse the community interest of
the Deceased Spouse in such Participating Interest, and such other person and/or the estate of such
Deceased Spouse shall sell any Members Participating Interest to the Member Spouse, at the price
determined in accordance with Section 9.1(a)(ii).(c)
    
    Divorce of a Member.In the event of the divorce of a person that has ownership in, or contractual rights to control, a Member
(the Divorced Member) under circumstances in which such persons spouse (the Divorced Spouse) has or
receives any interest in or to any Members Participating Interest by community property rights or
otherwise, the Divorced Member shall have the option to purchase from the Divorced Spouse any and all
interest of the Divorced Spouse in or to any Members Participating Interest, and the Divorced Spouse
shall sell any such interest in and to such Members Participating Interest to the Divorced Member, at
the price determined in accordance with Section 9.1(a)(ii).(d)
    
    Liens and Security Interests.No Member shall pledge, mortgage, hypothecate, or grant (or permit or suffer to attach) any lien or
security interest in his or her Participating Interest without the prior written consent of the other
Member, which approval shall not be unreasonably withheld.(e)
    
    Parties Bound.The provisions of this Section 9.1 shall be binding on each Member of the JV, and on the spouses, heirs,
executors, administrators, successors, and assigns of each such Member.
 Unauthorized Transfers
 15




---



##### 



Rights of Assignee
 Withdrawal of Members
 ARTICLE 10  CONVERSION OF JV INTERESTS
 Membership Interest Conversion Right ,
 (a)
    
    Ten (10) times the share of the net pre-tax earnings of the JV for the
most recent Fiscal Year allocated to Powergrid; and
  Issuance of Certificates; Time Conversion Effected
 16




---



##### 



No Fractional Shares
 Change of Control of Teknik
 ARTICLE 11  MISCELLANEOUS
 Confidentiality
 Public Announcements
 Affiliate Transactions
 Books and Records
 17




---



##### 



Tax Matters; Accountants pro rata
 Benefits of Agreement
 Integration
 Headings
 Counterparts
 Notices
 Governing Law
 Tax Code References
 Amendments
 18




---



##### 



TEKNIK DIGITAL ARTS, INC.
    
    
    
    POWERGRID FITNESS, INC.By:
    
    
    
    
    
    By:Name:
    
    John Ward
    
    
    
    Name:
    
    Greg MerrilTitle:
    
    President
    
    
    
    Title:
    
    President
 19