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THIS AGREEMENT is made as at the [day] day of [month], 2003.

BETWEEN:

| | (1) | ICOWORKS, INC., ICOWORKS SERVICES LTD., ICOWORKS EASTERN
      LTD. (collectively referred to as Icoworks)
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| |     |                                                                                                           
| | (2) | [NAME OF JOINT VENTURER] (Joint Venturer)                                                                 
| |     |                                                                                                           
| | (3) | [NAME OF JOINT VENTURER] (Joint Venturer)                                                                 
| |     |                                                                                                           
| | (4) | [NAME OF JOINT VENTURER] (Joint Venturer)                                                                 
| |     |                                                                                                           
| | (5) | __________________ (Joint Venturer)                                                                       
| |     |                                                                                                           
| | (6) | __________________ (Joint Venturer)                                                                       
| |     |                                                                                                           
| | (7) | ICOWORKS JOINT VENTURES INC.                                                                              

JOINT VENTURE AGREEMENT

WHEREAS:

Joint Venture means the joint venture created by this agreement.

Joint Venturer means a Joint Venturer who has agreed to participate in this agreement.

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Joint Venturers means all Joint Venturers who
  have agreed to participate in this agreement.

Inventory means goods and/or equipment acquired
  by Icoworks Joint Ventures Inc. for resale to third parties.

Proportionate Share means with respect to each
  Joint Venturer its undivided interest in the Inventory and in the Joint Venture,
  expressed as a percentage proportionate to each Joint Venturers contribution.

IN CONSIDERATION of the mutual covenants contained in this
  agreement, and other good and valuable consideration (the receipt and sufficiency
  of which is acknowledged by each of the parties), the parties agree as follows:

|1. | The business of the Joint Venture shall be carried
      on under the name Icoworks Joint Ventures Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|2. | The purpose of the Joint
        Venture is to purchase through Icoworks Joint Ventures Inc. various types
        of assets being liquidated in Receiverships and Bankruptcies, and resell
        same in accordance with the practice of the Auction and Liquidation Industry
        using the services of Icoworks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|3. | The Joint Venturers will
        provide financing support in the form of cash to Icoworks Joint Ventures
        Inc. for the purchase of such assets upon the recommendation of Icoworks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | Icoworks shall arrange for
        the purchase and sale of the said assets whether by Auction or otherwise.
        It is anticipated that Icoworks will incur specific sale costs for each
        transaction relating to the marketing and promotion of the purchased goods
        (Sale Costs). Icoworks Joint Ventures Inc. shall pay to Icoworks
        3.5% of the gross sale price of the assets to compensate for Sale Costs.
        It is also anticipated that there may be additional third party direct
        costs, including without limiting the generality of the foregoing, finders
        fees, repair, refurbishing, storage and transportation of goods, store
        rentals, store staffing, materials, processing costs, direct labor, project
        management and lodging (Additional Costs). The Additional
        Costs shall be paid by Icoworks Joint Ventures Inc. prior to calculation
        of the gross profit for distribution to the parties. However, Additional
        Costs shall not include Icoworks overhead.
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|5. | The gross profit (being
        the sale price of each completed sale, less acquisition costs, Sale Costs
        and Additional Costs) shall be calculated and distributed quarterly within
        60 days of the end of the calendar quarter as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|6.  | Icoworks hereby guarantees to each Joint
        Venturer that each Joint Venturer will earn a minimum of a 15% return
        on its investment annually prorated for part years and calculated
        on an accrual basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|7.  | Icoworks, Icoworks Joint Ventures Inc.
        and the Joint Venturers shall each be responsible for their own costs
        of operation, assessment, general and administration expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.  | The term of this agreement shall be
        for a minimum of one year and maximum of three years. The Joint Venturers
        or any of them may terminate their relationship and receive their initial
        investment at any time after one year by three months advance notice in
        writing. Icoworks may terminate at any time after two years by three months
        advance notice in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|9.  | The Joint Venturers acknowledge that
        a Joint Venture exists with respect to the inventory owned by Icoworks
        Joint Ventures Inc. from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|10. | No partnership is created by this agreement.
        Nothing contained in this agreement shall or shall be deemed to constitute
        the Joint Venturers nor any other party to this agreement as partners
        nor as agent of the other nor any other relationship whereby either could
        be held liable for any act or omission of the other. Neither Joint Venturer
        shall have any authority to act for the other or to incur any obligation
        on behalf of the other or of the Joint Venture save as specifically provided
        by this agreement. Each Joint Venturer covenants to indemnify the other
        from all claims, losses, costs, charges, fees, expenses, damages, obligations
        and responsibilities incurred by a Joint Venturer by reason of any action
        or omission of the other outside the scope of the authority specifically
        provided by this agreement.
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|11. | Except as provided in this agreement
        each Joint Venturer may independently engage in any business endeavour
        whether or not competitive with the objects of the Joint Ventures, without
        consulting the other Joint Venturer and without in any way being accountable
        to the Joint Venture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|12. | Icoworks Joint Ventures Inc. acknowledges
        that it will hold title to the Inventory as bare trustee and nominee for
        and on behalf of the Joint Venturers each as to its Proportionate Share.
        Icoworks Joint Ventures Inc. will execute a General Security Agreement
        for the benefit of the Joint Venturers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|13. | The Financial records shall be accounted
        for as a Joint Venture and not as a limited company or partnership in
        accordance with generally accepted accounting principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|14. | The business affairs of the Joint Venture
        and Icoworks Joint Ventures Inc. shall be managed by Icoworks with the
        intention to maximize gross profit. Icoworks shall report quarterly to
        the Joint Venturers. Distributions will be made on a quarterly cash received
        basis and the Joint Venturers may elect to receive the distribution or
        to reinvest the distribution in the Joint Venture and the Joint Venture
        percentages will be amded to reflect any such reinvestments.                                                                                                                                                                                                                                                                                                                                                                                         
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|15. | It is contemplated that additional Joint
        Venturers may be admitted to the Joint Venture from time to time to a
        maximum fund of $5,000,000.00. Therefore, upon receipt by Icoworks Joint
        Ventures Inc. of an investment in the Joint Venture from a proposed Joint
        Venturer deemed acceptable to Icoworks Services Ltd. and completion and
        execution of a copy of this agreement and such other instruments as Icoworks
        may request, the proposed Joint Venturer shall automatically be deemed
        to have been admitted to the Joint Venture as a Joint Venturer. However,
        a Joint Venturer who becomes a party to the Joint Venture at a time when
        the Joint Venture is between a purchase and sale and the funds contributed
        are not used in that particular transaction, shall not participate in
        the profits of that transaction.
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|16. | No Joint Venturer shall sell, transfer,
        assign, pledge, hypothecate, mortgage, or in any other manner encumber
        its interest in the Joint Venture without the written consent of the other.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|17. | The head office of the Joint Venture shall be at 2020 Pegasus
      Rd. N.E., Calgary, Alberta T2E 8K7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|18. | The bank of the Joint Venture shall
        be the Royal Bank of Canada. All cheques, bills, notes, drafts or other
        instruments made or accepted by the Joint Venture, and all contracts of
        any nature by the Joint Venture shall be signed by a representative of
        the Joint Venturers and Icoworks. Proper books of accounts shall be kept
        by the Joint Venture and each Joint Venturer shall have access thereto
        at all reasonable times. The auditors of the Joint Venture shall be the
        auditors of Icoworks and its accounting period shall be on a calendar
        basis.                                                                                                                                                                                                                                                                                          
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|19. | Each of the parties hereto shall from
        time to time, at the request of any other party, execute and deliver such
        further documents, conveyances and assurances as may be reasonably be
        required to carry out in full the terms and intent of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|20. | The Joint Venturers shall have the option
        to convert their investment in Icoworks Joint Ventures Inc. to common
        shares of Icoworks, Inc. at any time within one year of their investment.
        The conversion price shall be calculated on the average closing price
        of Icoworks, Inc. stock for five days immediately prior to the date of
        the investment. Icoworks, Inc. shall                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|    | advise the Joint Venturers of the optional conversion price
      at the time of their investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|21. | The Joint Venturers shall have the Right
        of First Refusal, on 14 days notice, to participate in future joint venture
        funds with Icoworks and Icoworks Joint Ventures Inc., the terms of which
        may or may not be similar to the terms of this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|22. | Each provision of this agreement is
        intended to be severable and if any provision is found to be illegal,
        invalid or unenforceable, the finding shall not affect the validity of
        the other provisions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|23. | The rights and remedies provided by
        this agreement are cumulative, are given in addition to any other rights
        and remedies available by law, statute, ordinance, in equity or otherwise
        and the use of any one right or remedy shall not preclude the use of others.                                                                                                                                                                                                                                                                                                                                                                                                    
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|24. | Any notice required or permitted under
        this agreement shall be in writing. Unless a particular provision of this
        agreement requires delivery in a specified manner, any notice shall be
        given by prepaid mail, or delivered personally or by facsimile transmission
        to the following:
      ICOWORKS, INC.
      and
      ICOWORKS SERVICES LTD.
      and
      ICOWORKS EASTERN LTD.
      and
      ICOWORKS SERVICES LTD.
      c/o 2020 Pegasus Rd. N.E. 
        Calgary, Alberta T2E 8K7 
        Fax#: (403) 291-0939
      Name: [NAME OF JOINT VENTURER]
      Address: [ADDRESS OF JOINT VENTURER]
      Fax Number: [FAX NUMBER OF JOINT VENTURER]

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|    | Name: [NAME OF JOINT VENTURER]
      Address: [ADDRESS OF JOINT VENTURER]
      Fax Number: [FAX NUMBER OF JOINT VENTURER]
      
      Name: [NAME OF JOINT VENTURER]
      Address: [ADDRESS OF JOINT VENTURER]
      Fax Number: [FAX NUMBER OF JOINT VENTURER]                
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|25. | Where given by prepaid mail, any notice
        shall be deemed to have been given on the third postal delivery day next
        following mailing. During any period of disruption of postal service,
        notices shall be delivered personally or by facsimile transmission.
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|26. | This agreement shall be governed by
        the laws of the Province of Alberta and shall enure to the benefit of
        and be binding on the parties to it and their respective successors and
        permitted assigns.                                                      

IN WITNESS WHEREOF the parties have executed this agreement the day, month and year first written above.

SIGNED, SEALED AND DELIVERED in the presence of:

| | ICOWORKS, INC.
      Per:
      ICOWORKS, INC.
      Per:
      ICOWORKS SERVICES LTD.
      Per:
      ICOWORKS EASTERN INC.
| | -----------------------------------------------------------------------------------------------------------------------------

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| | Per:
      ICOWORKS JOINT VENTURES INC.
      Per:
      _______________________________
        [NAME OF JOINT VENTURER]
      _______________________________
        [NAME OF JOINT VENTURER]
      _______________________________
        [NAME OF JOINT VENTURER]
      _______________________________
        [NAME OF JOINT VENTURER]
      _______________________________
        [NAME OF JOINT VENTURER]
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