Attached files
| file | filename |
|---|---|
| 8-K/A - SECURE RUNWAY SYSTEMS CORP. | v208803_8ka.htm |
| EX-10.2 - SECURE RUNWAY SYSTEMS CORP. | v208803_ex10-2.htm |
JOINT
VENTURE AGREEMENT
This
JOINT VENTURE AGREEMENT ("Agreement") is made on April 27, 2010 between Secure
Runway Systems Corp (Pinksheets: SRWY) and Mineral Resources and Technical
Consulting, Inc (MRTC) a privately held Nevada Corporation.
RECITALS
The Joint
Venturers have agreed to make contributions to a common fund for the purpose of
acquiring and holding: potentially valuable mining properties in Nevada, Utah
and Arizona called the business interest.
The Joint
Venturers consider it advisable to acquire and to hold their business interest
through a nominee so as to avoid the necessity of numerous separate agreements,
to maintain the legal title to the business interest in a simple and practicable
form, and to facilitate the collection and distribution of the profits accruing
under the business interest, and Robert L. Hawkins has agreed to act as nominee
of the Joint Venturers with the understanding that he is also acquiring a
participating interest in this joint venture on his own account,
It is
therefore agreed:
1. Purpose. The Joint Venturers
form this joint venture to acquire and hold the business interest in common and
to provide the finances required for its acquisition. To the extent set forth in
this Agreement, each of the Joint Venturers shall own an undivided fractional
part in the business. The Joint Venturers appoint as their agent Robert L.
Hawkins, whose duty it shall be to hold each of the undivided fractional parts
in the business interest for the benefit of, and as agent for, the respective
Joint Venturers.
2. Contributions. The Agent
acknowledges that he has received from each of the Joint Venturers, for the
purpose of this joint venture, the sum set after the name of each Joint Venturer
as follows:
|
Name
of Joint Venturer
|
Contribution
|
|
Mineral
Resources and Technical Consulting, Inc
|
Proprietary
listings and research data of prospect mining
properties
|
|
Secure
Runway Systems
|
Cash
and common stock of SRWY
|
3. Acquisition of Business
Interest. The Agent is authorized to acquire and to hold in the name of
Mineral Resources and Technical Consulting, Inc, but on behalf of the Joint
Venturers (of which the Agent is one), the business interest, and to receive as
payment on behalf of Mineral Resources and Technical Consulting, Inc the sum
of $250,000.00USD and 500,000 shares of SRWY common stock for it as
follows: $25,000.00USD in cash upon the execution date of this
agreement, and the balance of $225,000.00USD and 500,000 shares of Secure Runway
Systems (SRWY) common stock in two tranches. The first tranche of
$75,000.00USD due within 60 days of the execution of this agreement and the
second tranche including all shares of common stock on or before August 31,
2010.
4. Profits. The Agent shall hold
and distribute the business interest and shall receive the net profits as they
accrue for the term of this Agreement or so long as the Joint Venturers are the
owners in common of the business interest, for the benefit of the Joint
Venturers as follows:
|
Name
of Joint Venturer
|
Proportion
|
|
Mineral
Resources and Technical Consulting, Inc
|
65%
|
|
Secure
Runway Systems
|
35%
|
5. Expenses of Venture. All
losses and disbursements incurred by the Agent in acquiring, holding and
protecting the business interest and the net profits shall, during the period of
the venture, be paid by the Joint Venturers, on demand of the Agent, in the
ratio which the contribution of each Joint Venturer bears to the total
contributions set forth in Paragraph 2.
6. Liability of Agent. The Agent
shall be liable only for his own willful misfeasance and bad faith, and no one
who is not a party to this Agreement shall have any rights whatsoever under this
Agreement against the Agent for any action taken or not taken by
him.
7. Term. This Agreement shall
terminate and the obligations of the Agent shall be deemed completed on the
happening of either of the following events: (a) the receipt and distribution by
the Agent of the final net profits accruing under the business interest; or (b)
termination by mutual assent of all joint ventures.
8. Compensation of Agent. Unless
otherwise agreed to in the future by a majority in interest of the Joint
Venturers, the Agent shall not receive any compensation for services rendered by
him under this Agreement.
9. Arbitration and Attorneys
Fees. The Joint Venturers agree that any dispute, claim, or controversy
concerning this Agreement or the termination of this Agreement, or any dispute,
claim or controversy arising out of or relating to any interpretation,
construction, performance or breach of this Agreement, shall be settled by
arbitration to be held in Las Vegas, NV in accordance with the rules then in
effect of the American Arbitration Association. The arbitrator may grant
injunctions or other relief in such dispute or controversy. The decision of the
arbitrator shall be final, conclusive and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator’s decision in any court
having jurisdiction. The Joint Venturers will pay the costs and expenses of such
arbitration in such proportions as the arbitrator shall decide, and each Joint
Venturer shall separately pay its own counsel fees and expenses.
10. Governing Law; Consent to Personal
Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF
NEVADA WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. EACH JOINT VENTURER
HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL
COURTS LOCATED IN THE STATE OF N FOR ANY LAWSUIT FILED THERE AGAINST ANY PARTY
TO THIS AGREEMENT BY ANY OTHER PARTY TO THIS AGREEMENT CONCERNING THE JOINT
VENTURE OR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT.
EFFECTIVE DATE OF
AGREEMENT - This agreement becomes effective as of the date it is
executed by the parties to do so.
The foregoing is agreed to
by:
|
April 27,
2010
|
||
| [Signature of Agent] |
[Date]
|
Robert L.
Hawkins
[Printed
or Typed Name of Agent]
| ``Edward Minnema`` |
April 27,
2010
|
||
| President, Secure Runway Systems Corp |
[Date]
|
Edward
Minnema
[Printed
or Typed Name of Joint Venturer]
|
|
April 27,
2010
|
||
| President, Mineral Resources and Technical Consulting, Inc |
[Date]
|
Robert L.
Hawkins
[Printed or Typed Name of Joint
Venturer]