Joint Venture

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the "Agreement") made and entered into this 17th day of January, 2006 (the "Execution Date")

BETWEEN

OF THE FIRST PART

And

(Your Name) of (Your Address)

OF THE SECOND PART

(Individually the "Member" and collectively the "Members").

BACKGROUND:

A. The Members wish to enter into an association of mutual benefit and agree to jointly invest and set up a joint venture enterprise.

B. The terms and conditions of this Agreement sets out the terms and conditions governing this association.

IN CONSIDERATION OF and as a condition of the Members entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:

Formation

1. By this Agreement the Members enter into a joint venture (the "Venture") in accordance with the laws of the State of California. The rights and obligations of the Members will be as stated in the applicable legislation of the State of California (the 'Act') except as otherwise provided here.

Name

2. The business name of the Venture will be (Property Address) Acquisition.

Purpose

3. The exclusive purpose of the Venture will be: Real Estate Acquisition.

Term

4. The Venture will begin on January 17th, 2006 and will continue to be effective and in full force for 120 days or until terminated as provided in this Agreement.

Place of Business

5. The principal office and legal address of the business of the Venture will be located at ____________________________________________or such other place as the Members may from time to time designate.

6. _________________and (Your Name) will decide major issues concerning the Venture. Unanimous approval will be required where indicated in this Agreement.

Capital Contributions

7. Each of the Members has contributed to the capital of the Venture, in cash or property (credit) in agreed upon value, as follows (the "Capital Contribution"):

Member Contribution Description Agreed Value

Cash Contribution, Management, Marketing, Refinance/Resale $10,000.00 USD

(Your Name) Credit Contribution $10,000.00 USD

8. Each Member will contribute its respective capital contributions fully and on time according to the following schedule:

Member Contribution Schedule Description

Transaction will begin on January 17, 2006 and will be completed by May 17, 2006 at 5:00 p.m.

(Your Name) A capital contribution of credit will be put forth by securing a loan for $260,000 to acquire said property (Property Address) with in 30-45 days.

Duties of Members

13. Each Member will be responsible for its respective duties as follows:

Member Duties Description

Responsible for setting up the deal, capital contribution, property management, any upgrades, refinancing/resale of said property by May 17, 2006 out of (Your Name) name.

(Your Name) Responsible for credit contribution, securing a loan to acquire said property, and selling said property to B.P.I Group either on or before May 17, 2006.

Withdrawal of Capital

14. No Member will have the right to demand or withdraw any portion of their capital contribution without the express written consent of the remaining Members.

Amendments

15. The Venture may, at any time, amend this Agreement by a 100 percent vote of the Members with the exception of this section and the Voting section, both of which will require a unanimous vote.

Admitting a New Member

16. New Members may be admitted into the Venture only with the unanimous consent of the existing Members. The new Member agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Member will execute such documents as are needed or required for this admission. Any new Member will receive a business interest in the Venture as determined by all other Members.

Dissociation of a Member

17. Where a Member is in breach of this Agreement and said Member has not remedied the breach on notice from the Venture and after a reasonable period then the remaining Members will have the right to terminate this Agreement with regard to the individual defaulting Member (an "Involuntary Withdrawal") and take whatever action necessary to protect the interests of the Venture.

18. If the Venture is harmed as the result of an act or failure to act of an individual Member then the said Member alone will be liable for said harm. If more than one Member is at fault then they will be jointly and severally liable for said harm.

19. Each Member will indemnify the other Members against all losses, costs and claims that may arise against them in the event of the Venture being terminated as a result of breach of the Agreement by the said Member.

20. If a Member is placed in bankruptcy, or withdraws voluntarily from the Venture, or if there is an Operation of Law against a Member, the other Members will be entitled to proceed as if the Member had breached this Agreement.

21. Distribution of any amount owing to a dissociated Member will be made according to the percentage of ownership as described in the Valuation of Interest or as otherwise may be agreed in writing.

Dissolution of the Joint Venture

22. The Venture will be dissolved and its assets liquidated in the event

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