EXHIBIT
10.23

     

    STEELCLOUD,
MEA JOINT VENTURE AGREEMENT

    


    This JOINT VENTURE AGREEMENT
(“Agreement”) is entered into on the 13th day of
October, 2008, by and among the members listed on Exhibit 1 with respect to the
SteelCloud MEA Joint Venture (“Company”).

    


    Explanatory
Statement

    


    The parties agree to organize and
operate the Company in accordance with the terms of, and subject to the
conditions set forth in this Agreement.  Certain capitalized terms are
defined in Paragraph 13.

    


    NOW, THEREFORE, for valuable
consideration, the parties, intending legally to be bound, agree as
follows:

    


    1.       
    Formation and Name; Office;
Purpose; Term.

     

    1.1.           Organization.  The
parties confirm the organization of a Limited Liability Company pursuant to
United Arab Emirates/Jebel Ali Free Zone laws, effective upon acceptance of the
application of the organization submitted on or about 11 September 2008 by the
Jebel Ali Free Zone.

     

    1.2.           Name of
the Company.  The name of the Company is "SteelCloud, MEA Joint
Venture" and it shall be an FZCO.

     

    1.3.           Purpose.  The
purposes for which the Company is formed are to provide technology products
produced by the Company or its members to end users and resellers in the United
Arab Emirates, the Kingdom of Saudi Arabia, and elsewhere as the Company may
determine, and to exercise and enjoy all of the powers, rights and privileges
granted to, or conferred upon, limited liability companies of a similar
character by the General Laws of United Arab Emirates/Jebel Ali Free Zone, now
or hereinafter in force related to said Contract.

     

    1.4.           Term.  The
term of the Company began upon the acceptance of the application submitted on or
about 11 September 2008 by the Jebel Ali Free Zone, and shall continue for 1
year, which automatically renew on its anniversary, unless terminated pursuant
to Paragraph 9 of this Agreement.

     

    1.5.           Principal
Office.  The principal office of the Company shall be 14040
Park Center Drive, Suite 210, Herndon, VA 20171, USA, which is also the office
of Member SteelCloud.

     

    1.6.           Members.  The
names, addresses, Membership Units and the Membership Percentages of the Members
are set forth on Exhibit 1.

     

    2.        
   Capital; Capital
Accounts.

     

    2.1.           Member
Loans or Services.  Loans or services by any Member to the
Company shall not be considered contributions to the capital of the Company and
shall be upon such commercially reasonable terms as the Member and the Company
may negotiate.

     

    2.2.           No
Interest on Capital Contributions.  Members shall not be paid
interest on their Capital Contributions.

     

    2.3.           Return of
Capital Contributions.  Except as otherwise provided in this
Agreement, no Interest Holder shall have the right to receive the return of any
Capital Contribution.

     

    2.4.           Capital
Accounts.  A separate Capital Account shall be maintained for
each Interest Holder as set forth in Paragraph 13.1 hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.5.           No
Subsequent Capital Contributions.  No capital contribution
shall be accepted from any Member that alters the ratio of profit and loss
allocation from that established on Exhibit 1 as of the date of this
Agreement.  Members shall have no obligation to contribute any capital
to the Company other than the initial Capital Contribution.

     

    3.      
     Currency, Profit, Loss, and
Distributions.

     

    3.1.           Accepted
Currency.  All transactions involving the Company and its Members
shall be determined in U.S. Dollars.  All distributions, dividends and
payments due and payable to XSAT FZE shall be payable in Dubai at the address
for XSAT FZE.

     

    3.2.           Allocation
of Profit or Loss.  Profit or Loss shall be allocated to the
Interest Holders in proportion to their Membership
Percentages.  Special and regulatory allocations are addressed in
Paragraph 12.

     

    3.3.           Distributions.  The
Members, by majority vote, may decide how much, if any, and when distributions
are made to the Members.

     

    3.4.           Allocation
and Distribution to Holder of Record.  All Profit and Loss
shall be allocated, and all distributions shall be made, to the Persons shown on
the records of the Company to have been Interest Holders as of the last day of
the taxable year for which the allocation or distribution is to be
made.  However, if there is a Transfer or an Involuntary Withdrawal
during the taxable year, the Profit or Loss shall be allocated between the
original Interest Holder and the successor on the basis of the number of days
that each was an Interest Holder during the taxable year.

     

    3.5.           Distributions
Upon Liquidation.  Distributions upon liquidation of the
Company are addressed in Paragraph 10.

     

    4.        
    Member
Meetings.

     

    4.1.           Member
Meetings.  There shall be at least two (2) semi-annual general
meetings of the Members per year at a time determined by the
Manager.

     

    4.2.           Special
Meetings.  Special meetings of the Members may be called at any
time for any purpose or purposes upon the request in writing of the holders of
any member or by the Manager.  Such request shall state the purpose or
purposes of the meeting.  Business transacted at all special meetings
of Members shall be confined to the purpose or purposes stated in the notice of
the meeting.

     

    4.3.           Place of
Holding Meetings.  Unless otherwise agreed by holders of a
majority of Membership Units of the Members, all meetings of Members shall be
held at the principal office of the Company.  Members may attend
meetings via teleconference or videoconference.

     

    4.4.           Notice of
Meetings.  Written notice of each meeting of the Members shall
be mailed, or e-mailed, to each Member of record entitled to vote at his post
office address or e-mail address, as it appears upon the books of the Company,
at least ten (10) days before the meeting.  Each such notice shall
state the place, day, and hour at which the meeting is to be held and, in the
case of any special meeting, shall state briefly the purpose or purposes
thereof.  Any notice of meeting may be waived by any
Member.

     

    4.5.           Quorum.  The
presence in person or by proxy of Members holding of record a majority of the
Membership Units shall constitute a quorum at all meetings of the Members,
except as otherwise provided by law, by the Articles or by this
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.6.           Voting.  At
all meetings of Members, every Member entitled to vote shall have a vote equal
to the number of his Membership Units.  Such vote may be either in
person or by proxy appointed by an instrument in writing subscribed by such
member or his duly authorized attorney-in-fact, bearing a date not more than
three (3) months prior to said meeting, unless such instrument provides for a
longer period.  Such proxy shall be signed and dated.  All
elections shall be had and all questions shall be decided by a majority of the
votes cast at a duly constituted meeting, except as otherwise provided by law or
by this Agreement.

     

    5.       
    Management of Joint Venture
and Performance of Work.

     

    5.1.           Management
Generally.  Each party shall participate in the management of
the Company.  SteelCloud is designated the managing venturer
(“Manager”).  The parties designate Kevin Murphy, an employee of
SteelCloud, as the Manager.  Should Murphy’s employment with
SteelCloud terminate, the parties will cooperatively select a replacement who
shall be an employee of SteelCloud.  SteelCloud shall maintain the
books and records of the Company at the Company’s principal office, and shall
account to the Members for all revenues and costs of the Company.

     

    5.2.           Power,
Authority and Duties of Manager.  The Manager shall have the
right, power and authority, on behalf of the Company and in its name, to
exercise all of the rights, powers and authority of the Company under the
controlling law, and to adopt such rules and regulations for the conduct of
their meetings and the management of the Company, subject to any express
limitations set forth herein.  The Manager shall have the powers
necessary for and shall perform all duties incident to the office of President
under the laws of United Arab Emirates/Jebel Ali Free Zone.  The
Manager will negotiate all contracts on behalf of the Company.

     

    5.3.           Compensation
of Manager.  The Manager shall not receive any compensation for
any duties as Manager.

     

    5.4.           Equipment
and Facilities.  SteelCloud and XSAT shall provide the Company the
equipment and facilities, if any, listed on Exhibit 2 as part of each Member’s
capital contributions, at the values stated therein.

     

    5.5.           Proposal
Preparation.  The parties shall use their best effort to
prepare proposals for presentation to clients.

     

    5.6.           Performance
Responsibilities.  The responsibilities of the Members with
regard to Contract performance, source of labor, and negotiation of the Contract
shall be as follows:

     

    5.6.1.     SteelCloud’s
Responsibilities.  SteelCloud
will provide product and Intellectual Property; appropriate training, control
record keeping, finance, administrative and legal matters; product training;
production, assembly, testing and image loading of products to be sold by the
Company; and provide sales functions and marketing assistance as
needed.

     

    5.6.2      XSAT’s
Responsibilities. XSAT
will provide a local presence (includes office space, signage, etc.) in the
Territory; create demand for product; provide account management for Company
customers; and represent the Company in the Territory.  XSAT will work
with SteelCloud to ensure that its staff is trained to perform product warranty,
support, and logistical services required by the Company.  XSAT will
stock spare product units and parts, provide fulfillment and logistical
administration on Company orders, and provide warranty services as directed by
the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.7.           Liability and
Indemnification.

     

    5.7.1. The Manager shall at
all times act in a fiduciary capacity for the Company.  The Manager
shall not be liable, responsible or accountable, in damages or otherwise, to any
Member or to the Company for any act performed with respect to Company matters,
except for fraud, gross negligence or an intentional breach of this
Agreement.

     

    5.7.2. The Company shall
indemnify the Manager to the fullest extent permitted by law for any act
performed by the Manager with respect to Company matters, except for fraud,
gross negligence or an intentional breach of this Agreement.

     

    6.       
    Transfer of Interests and
Withdrawal of Members.

     

    6.1.         General
Prohibition on Transfers.  A Member may not, without the prior
written consent of all of the other Members, voluntarily or involuntarily, under
any circumstances and in any manner whatsoever, dispose of or encumber any of
the Membership Units which such Member now owns or hereafter at any time shall
acquire, other than in strict accordance with the terms of this
Agreement.  Any such attempted disposition or encumbrance in violation
of this Agreement shall be void.

     

    6.2.         Right of
First Offer.  A Member shall have the right to sell his
Membership Units to a third party so long as he first offers it to the other
Members.

     

    6.2.1. In the event that a
Member (“Offering Member”) desires to sell all, but not less than all, of his
Membership Units (“Offered Units”), the Offering Member shall notify the other
Members in writing of such desire (“Offering Notice”).  The Offering
Notice shall contain the price and terms that the Offering Member desires to
accept.

     

    6.2.2. The other Members shall
have a period of fourteen (14) days to elect to purchase, on a pro rata basis
according to the number of Membership Units owned by such Members, the
Membership Units of the Offering Member at the Offer Terms.  Such
election must be made in writing within such fourteen (14) day
period.

     

    6.2.3. In the event that some
of the other Members do not exercise their options with respect to the purchase
of some but not all of the Offered Units, the Members that exercised their
options (“exercising Members”) shall have an additional option, for a period of
seven (7) days after the expiration of such fourteen (14) day period, to
purchase on a pro rata basis according to the number of Membership Units owned
by such exercising Members, all of the balance of such Offered Units at the
Offer Terms so that all the Membership Units of the Offering Member are
purchased.  Such election must be made in writing within such
additional seven (7) day period.  The closing of the purchase of the
Offered Units shall take place at the offices of the Company no later than seven
(7) days after the expiration of the final option period or by mail as may be
appropriate.

     

    6.2.4. If the other Members do
not exercise their options to purchase all of the Offered Units, then the
Offering Member shall be free, for a period of one hundred
eighty  (180) days following the expiration of last period within
which options could be exercised, to sell the Offered Units to a third party,
provided, however, that the Offering Member may sell the Offered Units only for
an amount equal to or greater than the price set forth in the Offer Terms and
upon terms and conditions reasonably considered more favorable to the Offering
Member.  In the event that the Offered Units are not sold within such
one hundred eighty (180) day period, then the Offering Member shall be required
to again comply with the provisions of this paragraph for any subsequent
sale.

     

    6.3.         Voluntary
Withdrawal.  No Member shall have the right or power to
voluntarily withdraw from the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.4.         Involuntary
Withdrawal.  Immediately upon the occurrence of any of the
following events (“Involuntary Withdrawal”), the successor of the withdrawn
Member shall thereupon become an Interest Holder but shall not become a Member
without the consent of Members owning at least fifty-one percent (51%) of the
Membership Units: (i) making an assignment for the benefit of creditors; (ii)
filing a voluntary petition in bankruptcy; (iii) becoming the subject of an
order for relief or being declared insolvent in any bankruptcy or insolvency
proceeding; (iv) filing a petition or answer seeking for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any statute, law, or regulation; (v) filing an answer or other
pleading admitting or failing to contest the material allegation of a petition
filed against him in any proceeding of the nature described in subparagraph
(iv); (vi) seeking, consenting to, or acquiescing in the appointment of a
trustee, receiver, or liquidator of the general partner or of all or any
substantial part of his properties; or (vii) transferring all or a majority of
the assets or stock of a Member to a successor.

     

    6.5.         Substitute
Member.  Except as otherwise provided, any transferee permitted
to acquire or receive an Interest pursuant to this paragraph shall be a
substitute Member and shall be bound by all of the provisions of this
Agreement.

     

    7.      Right of Members to
Participate in Future Equity Offerings by the Company.

     

    7.1.         Delivery
of Offer to Participate.  In the event that the Company intends
to issue any additional Membership Units in order to raise capital (“Offered
Units”), the Company shall deliver to the Members a written notice of any
proposed or intended issuance of Offered Units (“Offer”).  The Offer
shall (i) identify and describe the Offered Units, (ii) describe the price and
other terms upon which they will be issued, and the number or manner of Offered
Units to be issued, (iii) describe the general terms upon which the Company
proposes to effect such Offer or issuance and (iv) offer to issue and sell to
such Member a pro rata portion of the Offered Units determined by dividing the
aggregate number of Membership Units then held by such Members by the total
number of Membership Units then outstanding (“Basic Amount”), and any additional
portion of the Offered Units attributable to the Basic Amounts of other members
as such Member shall indicate he will purchase or acquire should the other
Members subscribe for less than their Basic Amounts (“Under Subscription
Amount”).  Each Member shall have the right, for a period of fourteen
(14) days following delivery of the Offer, to purchase or acquire, at the price
and upon the other terms specified in the Offer, the number or amount of Offered
Units described above.  The Offer by its terms shall remain open and
irrevocable for such fourteen (14) day period.

     

    7.2.         Member
Acceptance of Offer to Participate.  To accept an Offer, in
whole or in part, a Member must deliver a written notice to the Company prior to
the end of the fourteen (14) day period of the Offer setting forth the portion
of the Member’s Basic Amount that such Member elects to purchase and, if such
Member shall elect to purchase all of his Basic Amount, the Under Subscription
Amount, if any, that such Member elects to purchase (“Notice of
Acceptance”).  If the Basic Amounts subscribed for by all Members are
less than the total of all of the Basic Amounts available for purchase, then
each Member who set forth Under Subscription Amounts in his Notice of Acceptance
shall be entitled to purchase, in addition to the Basic Amounts subscribed for,
all Under Subscription Amounts he has subscribed for; provided, however, that
should the Under Subscription Amounts subscribed for exceed the difference of
all the Basic Amounts available for purchase and the Basic Amounts subscribed
for (“Available Under Subscription Amount”), each Member who has subscribed for
any Under Subscription Amount shall be entitled to purchase only that portion of
the Available Under Subscription Amount as the Under Subscription Amount
subscribed for by such Member bears to the total Under Subscription Amounts
subscribed for by all Members, subject to an equitable rounding by the Manager
to the extent that the Manager reasonably deems necessary.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.3.         Sale of
Membership Units of Third Parties.  The Company shall have one
hundred eighty (180) days from the expiration of the Period set forth in
Paragraph 7.2 to issue and sell all or any part of such Offered Units as to
which a Notice of Acceptance has not been given by the Members (“Refused
Units”), but only upon terms and conditions which are not, in the aggregate,
more favorable to the acquiring person or persons and less favorable to the
Company than those set forth in the Offer.  If the Refused Units are
not sold within such one hundred eighty (180) day period, then such Membership
Units may not be issued and sold until they are again offered to the Members
under the procedures specified in this paragraph.

     

    8.      
     Dispute
Resolution.  Any claim or controversy arising out of or related
to this Agreement, or any breach thereof, that interferes with the conduct of
the business shall, upon the request of any Member, be submitted to a single
arbitrator selected by the Members and settled by arbitration in accordance with
the rules of the American Arbitration Association then in effect.  Any
decision made pursuant to such arbitration shall be binding and conclusive upon
the parties and judgment upon such decision may be entered in any court having
jurisdiction thereof.  This paragraph shall not apply in the event
that a party seeks equitable or other relief not available in
arbitration.  Any arbitration shall be conducted in the Metropolitan
Washington, D.C. area.

     

    9.      
     Dissolution.

     

    9.1.         Events of
Dissolution.  The Company shall be dissolved upon the unanimous
written agreement of the Members owning at least seventy-five percent (75%) of
the Membership Units, upon 90 days notice to any Member not agreeing to the
dissolution.

     

    9.2.         Filing of
Articles of Cancellation.  If the Company is dissolved, the
Manager shall promptly file Articles of Cancellation with the United Arab
Emirates/Jebel Ali Free Zone authorities.

     

    10.           Liquidation.

     

    10.1.       Upon
termination and dissolution of the Company, the Members shall proceed to wind up
the affairs of the Company.  The liabilities and obligations of the
Company to creditors (other than Members) and all expenses incurred in its
liquidation and dissolution will be paid and will have first priority in winding
up.  The Members may retain from available cash and other assets of
the Company sufficient reserves for anticipated and contingent
liabilities.  Undistributed cash, and other property valued at its
fair market value on the date of distribution, will be distributed to the
Members in the following order:

     

    10.1.1. First, to repay any
loans to the Company by a Member.

     

    10.1.2. Distributions will
then be made to the Members in proportion to the credit balances in their
Capital Accounts until the capital account of each Member shall be brought to
zero.

     

    10.1.3. The balance, if any,
will be distributed to the Members in proportion to their respective Membership
Units.

     

    10.2.       No
Interest Holder shall be obligated to restore a Negative Capital Account except
where such Interest Holder engaged in fraud, gross negligence or an intentional
breach of this Agreement.

     

    11.          
Books, Records,
Accounting, and Tax Elections.

     

    11.1.       Bank
Accounts.  The Company shall establish and administer a special
bank account or accounts in the name of the Company.  The account(s)
may be in the United States or United Arab Emirates, as determined by the
Manager.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11.2.       Books and
Records.  The Manager shall keep or cause to be kept complete
and accurate books and records of the Company and supporting documentation of
the transactions with respect to the conduct of the Company's
business.  The books and records shall remain available for
examination by any Member or the Member's duly authorized representative at any
and all reasonable times upon reasonable notice during normal business
hours.

     

    11.3.       Annual
Accounting Period.  The annual accounting period of the Company
shall be its taxable year.  The Company's taxable year shall begin on
November 1 and end on October 31 of each calendar year.

     

    11.4.       Reports. The Manager shall use
its best efforts to cause the Company to deliver to each Member, within
twenty-one (21) days after the end of each calendar month, and seventy-five (75)
days after the end of the year, financial reports of the Company for such month
or year.  Monthly reports shall contain reports of operations and a
general management report on important events in the prior quarter and coming
months.  Within seventy-five (75) days after the end of each taxable
year of the Company, the Manager shall cause to be sent to each Member a
complete accounting of the affairs of the Company for the taxable year then
ended.  In addition, within seventy-five (75) days after the end of
each taxable year of the Company, the Manager shall cause to be sent to each
Member, that tax information concerning the Company which is reasonably
necessary for preparing the Member’s income tax returns for that
year.

     

    12.           Special and Regulatory
Clause

     

    The
Members hereby authorize the Manager, upon the advice of the Company's tax or
corporate counsel, to amend this Agreement to comply with the United States
Internal Revenue Code of 1986, as amended (“Code”) and the regulations and rules
promulgated thereunder, and/or the laws and rules of the United Arab
Emirates/Jebel Ali Free Zone; provided, however, that no amendment shall
materially affect the rights of an Interest Holder without the Interest Holder's
prior written consent.

     

    13.           Defined
Terms.  The following capitalized terms shall have the meanings
specified in this Paragraph 13.

     

    13.1.       “Capital
Account” means the account maintained by the Company for each Interest Holder in
accordance with the following provisions:

     

    13.1.1. an Interest Holder's
Capital Account shall be credited with the Interest Holder's Capital
Contributions, the amount of any Company liabilities assumed by the Interest
Holder (or which are secured by Company property distributed to the Interest
Holder), the Interest Holder's distributive share of Profit and any item in the
nature of income or gain specially allocated to such Interest Holder pursuant to
the provisions of Paragraph 3; and

     

    13.1.2. an Interest Holder's
Capital Account shall be debited with the amount of money and the fair market
value of any Company property distributed to the Interest Holder, the amount of
any liabilities of the Interest Holder assumed by the Company (or which are
secured by property contributed by the Interest Holder to the Company), the
Interest Holder's distributive share of Loss and any item in the nature of
expenses or losses specially allocated to the Interest Holder pursuant to the
provisions of Paragraph 3.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If any
Interest is transferred pursuant to the terms of this Agreement, the transferee
shall succeed to the Capital Account of the transferor to the extent the Capital
Account is attributable to the transferred Interest.  If the book
value of Company property is adjusted, the Capital Account of each Interest
Holder shall be adjusted to reflect the aggregate adjustment in the same manner
as if the Company had recognized gain or loss equal to the amount of such
aggregate adjustment.  It is intended that the Capital Accounts of all
Interest Holders shall be maintained in compliance with the provisions of United
States Internal Revenue Regulation § 1.704-l(b)(2), and all provisions of this
Agreement relating to the maintenance of Capital Accounts shall be interpreted
and applied in a manner consistent with that Regulation.

    


    13.2.       “Capital
Contribution” means the total amount of cash and the fair market value of any
other assets contributed (or deemed contributed under United States Internal
Revenue Regulation § 1.704-1(b)(2)(iv)(d)) to the Company by a Member, net of
liabilities assumed or to which the assets are subject.  The Capital
Contributions of the Members as of the date of this Agreement, with a cost or
value schedule, are set forth on Exhibit 2.

     

    13.3.       “Interest”
means a Person's share of the Profits and Losses of, and the right to receive
distributions from, the Company.

     

    13.4.       “Interest
Holder” means any Person who holds an Interest, whether as a Member or as an
un-admitted assignee of a Member.

     

    13.5.       “Member”
means the individuals listed on Exhibit 1. A Member may also include any Person
who subsequently is admitted as a Member of the Company.

     

    13.6.       “Membership
Percentage” means, as to a Member, the percentage of Units held by such Member
in proportion to the total number of Units in the Company, and as to an Interest
Holder who is not a Member, the Membership Percentage of the Member whose
Membership Units have been acquired by such Interest Holder, to the extent the
Interest Holder has succeeded to that Member's Membership Units.

     

    13.7.       “Membership
Units” means, with respect to any Member, the number or percentage of units set
forth opposite each Member's name on Exhibit 1, as amended from time to
time.  A Unit represents a Person's share of Profits and Losses of,
and the right to receive distributions from, the Company.

     

    13.8.       “Membership
Rights” means all of the rights of a Member in the Company, including a
Member's:  (i) Interest, (ii) right to inspect the Company's books and
records, and (iii) right to participate in the management of and vote on matters
coming before the Company.

     

    13.9.       “Negative
Capital Account” means a Capital Account with a balance of less than
zero.

     

    13.10.     “Person”
means and includes an individual, corporation, partnership, association, limited
liability company, trust, estate, or other entity.

     

    13.11.     “Profit”
and “Loss” means, for each taxable year of the Company (or other period for
which Profit or Loss must be computed) the Company's taxable income or loss
determined in accordance with United Stated Internal Revenue Code § 703(a), with
the following adjustments:

     

    13.11.1. all items of income,
gain, loss, deduction, or credit required to be stated separately pursuant to
United Stated Internal Revenue Code § 703(a)(1) shall be included in computing
taxable income or loss;

     

    13.11.2. any United Stated
Internal Revenue tax-exempt income of the Company, not otherwise taken into
account in computing Profit or Loss, shall be included in computing taxable
income or loss;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    13.11.3. any expenditures of
the Company described in United Stated Internal Revenue Code § 705(a)(2)(B) (or
treated as such pursuant to United Stated Internal Revenue Regulation §
1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profit
or Loss, shall be subtracted from taxable income or loss;

     

    13.11.4. gain or loss
resulting from any taxable disposition of Company property shall be computed by
reference to the adjusted book value of the property disposed of,
notwithstanding the fact that the adjusted book value differs from the adjusted
basis of the property for federal income tax purposes;

     

    13.11.5. in lieu of the
depreciation, amortization or cost recovery deductions allowable in computing
taxable income or loss, there shall be taken into account the depreciation
computed based upon the adjusted book value of the asset; and

     

    13.11.6. notwithstanding any
other provision of this definition, any items which are specially allocated
herein shall not be taken into account in computing Profit or Loss.

     

    13.12.       “Tax
Rate” means the highest blended national, federal, state and local income tax
rate applicable to any of the Members.

     

    13.13.       “Territory”
means the United Arab Emirates, the Kingdom of Saudi Arabia, and elsewhere as
the Company may determine.

     

    13.14.       “Transfer”
means any voluntary or involuntary sale, hypothecation, pledge, assignment,
attachment or other transfer.

     

    13.15.       “Voluntary
Withdrawal” means a Member's dissociation with the Company by means other than a
Transfer or an Involuntary Withdrawal.

     

    14.           General
Provisions.

     

    14.1.       Assurances.  Each
Member shall execute all such certificates and other documents and shall do all
such filing recording, publishing, and other acts as the Members deem
appropriate to comply with the requirements of law for the formation and
operation of the Company and to comply with any laws, rules, and regulations
relating to the acquisition, operation, or holding of the property of the
Company.

     

    14.2.       Notifications.  Any
notice, demand, consent, election, offer, approval, request, or other
communication (collectively, a “notice”) required or permitted under this
Agreement must be in writing and either delivered personally or sent by
certified or registered mail, postage prepaid, return receipt
requested.  A notice must be addressed to an Interest Holder at the
Interest Holder's last known address on the records of the Company.  A
notice to the Company must be addressed to the Company's principal
office.  A notice delivered personally will be deemed given only when
acknowledged in writing by the person to whom it is delivered.  A
notice that is sent by mail will be deemed given three (3) business days after
it is mailed.  Any party may designate, by notice to all of the
others, substitute addresses or addressees for notices and, thereafter, notices
are to be directed to those substitute addresses or addressees.

     

    14.3.       Complete
Agreement.  This Agreement constitutes the complete and
exclusive statement of the agreement among the Members.  It supersedes
all prior written and oral statements, including any prior representation,
statement, condition, or warranty.

     

    14.4.       Applicable
Law.  All questions concerning the construction, validity, and
interpretation of this Agreement and the performance of the obligations imposed
by this Agreement shall be governed by the laws of the United Arab
Emirates/Jebel Ali Free Zone.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    14.5.       Paragraph
Titles.  The headings herein are inserted as a matter of
convenience only and do not define, limit, or describe the scope of this
Agreement or the intent of the provisions hereof.

     

    14.6.       Binding
Provisions.  This Agreement is binding upon, and inures to the
benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors, and
assigns.

     

    14.7.       Terms.  Common
nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter,
singular and plural, as the identity of the Person may in the context
require.

     

    14.8.       Separability
of Provisions.  Each provision of this Agreement shall be
considered separable and if, for any reason, any provision or provisions herein
are determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or affect those portions of this
Agreement which are valid.

     

    14.9.       Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts each of
which shall be deemed an original, and all of which, when taken together,
constitute one and the same document.  The signature of any party to
any counterpart shall be deemed a signature to, and may be appended to, any
other counterpart.

     

    14.10.     IN WITNESS WHEREOF, the
parties have executed, or caused this Agreement to be executed, under seal, as
of the date set forth above.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  WITNESS:

                                	 
      	
                                  MEMBER:

                                	
                                  SteelCloud

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                  (SEAL)

                                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                  WITNESS:

                                	 
      	
                                  MEMBER:

                                	
                                  XSAT

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                  (SEAL)

                                	 
      	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
1

    


    
      
        
          	
                  MEMBERS

                	 	
                  UNITS
      (TOTAL 100)

                
	 
      	 	 
      
	
                  SteelCloud,
      Inc.

                	 	
                  80
      units (80%)

                
	
                  14040
      Park Center Drive, Suite 210

                	 	 
      
	
                  Herndon,
      VA 20171

                	 	 
      
	
                  USA

                	 	 
      
	 
      	 	 
      
	
                  XSAT
      FTZ

                	 	
                  20
      units (20%)

                
	
                  JAFZA
      View 19, Office 2701

                	 	 
      
	
                  Jebel
      Ali Free Zone

                	 	 
      
	
                  Dubai

                	 	 
      
	
                  UAE