JOINT VENTURE AGREEMENT

This Agreement (this “Agreement”) is by and between GFC 2005, a limited liability company organized in St. Kitts, British West Indies (“GFC 2005”) and GLOBAL EARTH ENERGY INC., a placeStateNevada corporation (the “Company”).

In consideration of the mutual promises and covenants hereinafter contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.

Subject to the terms and conditions of this Agreement, the Company shall participate in the Coal Purchase Order owned by GFC 2005, a copy of which is attached hereto as Attachment A, and over time the Memorandum of Understanding for the remaining product, a copy of which is attached hereto as Attachment B (collectively, the “Coal Project”).  It is clearly understood between the parties that the Company does not have any ownership interest in the land or any leasehold interest in the land with respect to the Coal Project.  The Company has only interest in the income stream of the Coal Project hereinafter described.

2.

GFC 2005 represents and warrants to the best knowledge of GFC 2005 that information contained in Attachments C, D, and E are true, accurate, and complete in all material respects.

3.

In consideration for the execution of this Agreement, and based upon the representations and warranties of GFC 2005 herein, in order to fund GFC 2005’s production and sales of coal from the Coal Project, the Company agrees to pay to GFC 2005 the sum of $7,000,000.00 within five business days after the receipt by the Company of the sum of $100,000,000.00 from the sale by the Company of 1,000 shares of the Company’s Series A Preferred Stock to LB Tim Co., Ltd., a South Korean corporation (the “Preferred Stock Sale”).  If the Preferred Stock Sale does not close and fund within 30 days of this Agreement, this Agreement shall be null and void, and neither party shall have any liability to the other hereunder.

4.

Proceeds from the Coal Project sales shall be split as follows: seventy percent (70%) of the proceeds shall be distributed to GFC 2005 and thirty percent (30%) to the Company.

5.

The relationship of GFC 2005 to the Company shall be that of an exclusive partner.  Neither federal, state nor local income tax, payroll tax, nor any foreign tax of any kind shall be withheld or paid by GFC 2005 on behalf of the Company.  GFC 2005 and the Company each understand and agree that at no time does either party acquire rights, interest or title in any product or service or equity of the other party and that all copyrights, marks, patents, intellectual, rights and any and all other proprietary rights of each party remain and shall always remain the property of such party.

6.

Each party represents and warrants to the other that it is not party to any agreement, contract or understanding which will in any way restrict or prohibit it from entering into this Agreement and performing its obligations hereunder in accordance with the terms and conditions of this Agreement.  Neither party represents or warrants that it has any license or permit, foreign or domestic that may be required to sell the coal as contemplated by this Agreement.

7.

Both GFC 2005 and the Company shall indemnify and hold harmless one and the other and its affiliates from and against any and all losses, claims, damages, liabilities, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts (collectively “Claims”) arising from any and all claims, costs, demands, actions, suits or other proceedings (whether civil, criminal, administrative or investigative) (collectively “Proceedings”) in which either party may be involved, or threatened to be involved as a party or otherwise that as a result of or arising out of (a) either party’s acts or omissions, other than a Proceeding that also arises out of the acts or omissions of the Company that constituted negligence, or (b) a breach by either party of any of its representations, warranties, covenants or agreements under this Agreement.

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs.  A party’s failure to give prompt written notice shall relieve the indemnifying party of its obligations hereunder, but only to the extent that such failure to give notice prejudices the indemnifying party’s ability to defend such claim.  The indemnifying party thereafter shall have sole control of the defense of any such claim (with counsel reasonably satisfactory to the indemnified party) and all negotiations for settlement; provided, however, that the indemnified party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and, further provided, that any settlement intended to bind the indemnified party in any way other than the payment of a financial settlement within the scope of the indemnity or which may adversely affect the indemnified party’s continuing business activities shall not be final without the indemnified party’s written consent, which shall not be unreasonably withheld.  The indemnified party will provide the indemnifying party with all reasonably necessary assistance, information and authority to perform the foregoing, all at the indemnifying party’s expense.

All amounts to be paid under the indemnification provisions of this Agreement shall be paid by the indemnifying party to the indemnified party (ies) as such Claims are incurred.

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The obligations of the parties under this paragraph 7 shall survive the termination of this Agreement.

8.

Except as may be required under paragraph 6 of this Agreement with respect to indemnification, under no circumstances shall either party be liable for any indirect, incidental, economic, special, punitive or consequential damages, whether for breach of contract, negligence or under any other cause of action, that result from the relationship or the conduct of business contemplated herein.

9.

GFC 2005 and the Company acknowledge that each may receive or learn Confidential Information about the other and its customers during the course of this Agreement.  The party receiving the Confidential Information shall: (a) maintain it in confidence, except to the extent necessary to carry out the purposes of this Agreement, in which event written confidentiality restrictions shall be imposed upon the parties to whom such disclosures are made; and (b) use at least the same degree of care in maintaining its secrecy as it uses in maintaining the secrecy of its own Confidential Information, but in no event less than a reasonable degree of care.  “Confidential Information” means all proprietary, secret or confidential information or data relating to either party and their operations, employees, products or services, clients, and customers.

Information shall not be considered Confidential Information to the extent that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law, rule or regulation.

This paragraph shall survive for a period of three years after termination of this Agreement.

10.

This Agreement shall be binding in all respects upon the parties hereto and their successors.

11.

This Agreement expresses the entire understanding between the parties concerning its subject matter and supersedes all prior agreements made between the parties with respect to the subject matter hereof.  This Agreement may not be modified except by a written instrument signed by all parties.  The failure of a party to insist upon adherence to any term of this Agreement shall not be considered a waiver or deprive the party of the right thereafter to insist upon strict adherence to that term or any other term in this Agreement.

12.

This Agreement is executed voluntarily and without any duress or undue influence on the parties or their officers, employees, agents, or attorneys and no party is relying on any inducement, promises or representations made by any other party or any of its officers, employees, agents, or attorneys other than as set forth in this Agreement.

13.

This Agreement shall be enforceable upon the exchange of facsimile signatures and scanned and emailed signatures.  This Agreement may be executed in several counterparts, each of which shall be considered an original, but which when taken together, shall constitute one agreement.

14.

All notices, requests, demands, and other communications hereunder shall be in writing and delivered personally or sent by registered or certified United States mail, return receipt requested with postage prepaid, or by telecopy or e-mail, if to the Company, addressed to Mr. Sydney A. Harland at 1213 Culberth Drive, Wilmington, North Carolina 28405, telephone (910) 270-7749, telecopier (910) 270-6640, and e-mail sydneyharland@globalearthenergy.com; and if to GFC 2005, addressed to Mr. Paul M. Van Gamper at 3759 Baldwin Road, Suite 203, Lake Orion, Michigan 48359, telephone (248) 499-7011; telecopier (248)-920-0396, and email pvangamper1@gmail.com.  Any party hereto may change its address upon 10 days’ written notice to any other party hereto.

15.

The rights and obligations of GFC 2005 and the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of GFC 2005 and the Company.

16.

If any provision of this Agreement shall be found invalid or unenforceable for any reason, in whole or in part, then such provision shall be deemed modified, restricted, or reformulated to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified, restricted, or reformulated or as if such provision had not been originally incorporated herein, as the case may be.  The parties further agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if the parties are unable to agree upon a lawful substitute, the parties desire and request that a court or other authority called upon to decide the enforceability of this Agreement modify those restrictions in this Agreement that, once modified, will result in an agreement that is consistent with the intent of the parties and is enforceable to the maximum extent permitted by the law in existence at the time of the requested enforcement.

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17.

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to any conflicts of laws provisions thereof.  Each party hereby irrevocably submits to the personal jurisdiction of the United States District Court located in Hanover County, North Carolina, as well as of the Courts of the State of North Carolina in Hanover County, North Carolina over any suit, action or proceeding arising out of or relating to this Agreement.  Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such mediation, arbitration, suit, action or proceeding brought in any such county and any claim that any such mediation, arbitration, suit, action or proceeding brought in such county has been brought in an inconvenient forum.

18.

Each of the parties hereto waives any right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of February 9, 2011.

GFC 2005

By:    Paul M. Van Gamper, Chief Executive Officer

GLOBAL EARTH ENERGY, INC.

By:    Sydney A. Harland, Chief Executive Officer

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Attachments:

Attachment A

Coal Purchase Order

Attachment B

Memorandum of Understanding

Attachment C

Edmund Carroll Killen Resume

Attachment D

Evaluation of Northfork Coal Resource, Mcdowell, County, West Virginia

Attachment E

Buzzard Branch Coal Refuse Area Volumes, McDowell County, West Virginia

Attachment A

Coal Purchase Order

Attachment B

Memorandum of Understanding

Joint Venture Agreement GFC 2005 and Global Earth Energy v4 NTR

Attachment C

Edmund Carroll Killen Resume

EDMUND CARROLL KILLEN

313 Pine Street

Tazewell, Virginia 24651

(276) 988-5614

GENERAL

Over 35 years of experience in the coal mining industry as an educator, inventor, owner, operator, and consultant

HISTORY

May 1959

Graduated from high school in Clintwood, Virginia, high school

1959 - 1963

Enlisted in the US Air Force immediately after high school graduation and was trained as a radar technician

Attended evening classes at the University of Louisville for one year

1963 – 1969

Discharged from the US Air Force

Began work as a project engineer and draftsman in Louisville, Kentucky

Attended evening college classes at the University of Kentucky, the University of Tennessee, and Western Kentucky University, under the auspices of the G.I. Bill for Viet Nam-era veterans

1969 – 1973

Passed a series of exams in Frankfort, Kentucky, and in Knoxville, Tennessee proving qualifications to knowledge to teach engineering trades at the University level

Taught basic engineering classes at the University of Kentucky under the MDTA program for almost four years

Taught at Elizabethtown Vocational School in Elizabethtown, Kentucky

Was certified as a land surveyor during this time.

1973 – 1990

Began a new manufacturing organization to produce mining electronics

Started an evening mining engineering program at Southwest Virginia Community College; the program continued for the next seventeen years

Taught twenty-seven classes in various subjects to including basic and advanced electronics, land surveying practices, basic and advanced mechanical drawing, machine blueprint reading and

related math, architectural rendering and design, mine mapping, and others.

Owned and operated a coal mine in Northfork, West Virginia.

Owned and operated several businesses manufacturing mining products, either electrical or electro/mechanical (one such company is now in it's 28th year and doing well)

1990 – present

Consultant for many individuals or mining companies, providing expertise in planning and implementing coal mining operations, and coal marketing

Generated feasibility reports covering reclamation of washed fines

Generated coal reserve estimate reports

NOTABLE ACCOMPLISHMENTS

Coal Mining:

Several innovative designs for the coal mining industry that involved a visual signal that was extracted from phone lines; this design resulted in the creation of a new law for underground communications (the first new law in 52 years)

Solar Power:

Several designs also in the field of solar power and the conversion of electricity from DC to AC power.

Provided design and consulting expertise for the Catholic Church to furnish power to certain islands the Fiji Islands group in the south Pacific

Developed a solar-power water pump for cattle farmers at the request of Virginia Tech

Designed solar power systems for several local homes

Other:

Hold a U.S. Patent for a marine propulsion device

PERSONAL

Wildlife artist; occasionally hold art shows displaying work

Date of Birth:

June 13, 1941

Attachment D

Evaluation of Northfork Coal Resource, Mcdowell, County, West Virginia

MCDOWELL COUNTY, WEST VIRGINIA September 30, 2009

EVALUATION OF NORTHFORK COAL RESOURCE

MCDOWELL, COUNTY, WEST VIRGINIA

INTRODUCTION

This report was prepared to document the value of the coal stockpile owned by GFC 2005 LLC at its site near Northfork, West Virginia. Total reserve information was acquired by the author when he personally inspected the site on September 30, 2009. Additional information acquired by reviewing reserve research records maintained by Black Diamond Enterprises, Inc. in its office in Cedar Bluff, Virginia and from the records maintained at the McDowell County Courthouse located in Welch, West Virginia.

LOCATION AND ACCESS

The subject resource is located on approximately 200 acres of property that is owned in fee by GFC 2005. As may be noted in the photographs which are a part of this report, the town of Northfork is adjacent to the property and both homes and businesses may easily be seen by looking southward from the reserve site. Northfork is a small town, with a population of approximately 700 people that is located near the state line in southeastern West Virginia. The property is easily accessed by taking US Highway 52 northwestward, approximately 25 miles, from Bluefield, West Virginia. It is also served by a major railroad. Water and electrical power are readily available on the site. A legal description of the subject property is enclosed as Attachment A.

BACKGROUND

Local operators and later Island Creek Coal Company, a major US coal producer, operated underground mines and cleaning facilities in this site from about 1920 until about 1952. The famous Pocahontas No. 3 and No. 4 coal seams outcrop and were mined on the property. These two seams are well known as being one of the highest quality “coking” or metallurgical grade coals ever found in the US. The remains of numerous coke ovens are still evident on the property.

At the time when operations were started in this location, only approximately 1-1/2 inch diameter and coarser coal particles were used for coke production. The coal was brought out of the mines with rail cars and “forked” into other cars for transport to the coke ovens. The forks that were used allowed the small or fine sized coal particles to fall through and be separated from the coarse material. The fine material was then simply dumped at convenient locations along the hillsides.

When Island Creek Coal Company took over the operations, they installed a cleaning plant with a “magnetite sink-float” process to clean the coal. Magnetite (Fe3O4) is a highly magnetic iron ore mineral with a specific gravity of 5.18. If minor amounts of finely ground magnetic particles are added to water it is easy to increase the density of the slurry to 1.65-1.70. In that medium, lumps of coal float while, heavier, non-coal minerals sink.