CONSORTIUM/JOINT VENTURE AGREEMENT

THIS AGREEMENT is made this day of __________, 20_____, by Heritage of Hope

Consortium and between
_________________________________________________________________, a
__________________________ Corporation, whose principal business address
is_____________________________________________________________________, and
Heritage of Hope Consortium, a Georgia Corporation ("HHC"), whose principal business
address is 3700 Main Street, College Park, Georgia 30337.
__________________________________________________________________________is
applying for membership of , "the Joint Venture" and by this agreement mutually agree to engage in,
undertake and carry on, as a Member of Heritage of Hope Consortium , certain public and/or private sector
Ventured projects and any profits derive from and any liability for losses arising out of the performance, be
defined by this agreement or in writing:

THEREFORE, it is agreed as follows:

1. FORMATION OF JOINT VENTURE

The Joint Ventures hereby constitute themselves as members of the Heritage of Hope Joint Venture for the
purpose of performing and completing the agreed public and/or private sector Ventured projects, ("Ventured
Contract"), attached hereto as schedule "A" and for no other purpose. From time to time upon written
consent of all joint ventures’, joint ventures may include new projects to the joint venture as voted on.

2. NAME OF JOINT VENTURE

The entered name of the contracted Joint Venture’ and shall be known as ____________________________

_____________________________________________________________________________________

shall apply and obtain all required legal documents and any License that is necessary under Heritage of
Hope Consortium, prior to entering into any JV agreement or performing any work.

3. JOINT AND SEVERAL OBLIGATIONS

The obligations of each member in completing the project under the Joint Venture Contract shall be joint
and several as listed in the MOU.

4. DURATION AND TERMINATION

This agreement shall remain in full force and effect until all the purposes for which this venture has been
undertaken and have been accomplished and completed or until __________, 20__ whichever comes
first.
5. PLACE OF BUSINESS
The principal place of business of the joint venture shall be in College Park, Georgia, or at such other place
as may from time to time be agreed upon by the Joint Venture.

6. FICTITIOUS BUSINESS NAME STATEMENT

The joint venture (Shell Corporation) shall comply with applicable laws of the State of Georgia regarding
the filing of notices with respect to the use, continuation of use and discontinuation of use of its fictitious
business name.

7. INTERESTS OF THE JOINT VENTURES’

The interest of the Joint Ventures’ in and to the Contract, and in and to any and all property and equipment
acquired in connection with the performance thereof and in and to any and all moneys which may be derived
from the performance thereof and the obligations and liabilities of each of the Joint Ventures’ hereto as
among themselves in connection with the Contract and with respect to any and all liabilities and losses in
connection therewith shall be respective to their Capital Contributions. Each Joint Venture does hereby
indemnify the other against any loss or liability exceeding the proportions hereinabove stated by reason of
any liability incurred or loss sustained in and about the Ventured Contract, or by reason of the execution of
any surety company bonds or indemnity agreements executed in connection therewith.

8. CONTRIBUTIONS AND DIVISION OF PROFITS

The interest of the parties in and to any profits and assets derived from the performance of the Ventured
Contract, and in and to any equipment acquired by the joint venture in connection with the work to be
performed under this instrument, and in and to all contributions required, all moneys received, and losses
incurred in the performance of the Contract shall be those percentages set opposite their respective names
as follows:

Name Amount Percentage

$_________________, _________%

(Loans and Grants) $_________________ , _________%

9. INDEMNITY AGREEMENTS; SURETY BONDS

Each of the parties agrees to execute all applications and indemnity agreements required by the sureties on
any bond or bonds required in connection with the Ventured Contract. All financial obligations assumed by
the parties, or any of them, in connection with the performance of the Ventured Contract, all liabilities
assumed by or charged to them, or any of them, as contractors, guarantors, or indemnitors, in connection
with any surety bond or other bonds which may be given or executed in connection with the Ventured
Contract, and all other obligations and liabilities of any kind or character which are assumed or undertaken
by the parties, or any of them, in connection with and for the benefit of the performance of the Contract
shall be shared by the parties proportionately and in accordance with their respective interest as set forth in
Article (8).
10. CONTRIBUTION OF WORKING CAPITAL
All necessary working capital when and as required for the performance and prosecution of the Contract
shall be furnished by the parties proportionately in accordance with their respective interests as set forth in
Article (8).

11. ADDITIONAL CAPITAL

Subject to the consent of the joint ventures’ , additional capital needed by the joint venture to meet its
operating needs from time to time during the term of the Joint Venture shall be obtained from loans to the
joint venture or, if such loans are not available, from additional capital contributions from the joint ventures,
which shall be made on an agreed basis.

12. WITHDRAWAL OF CAPITAL

Capital contributed in accordance with their respective interest as set forth in Article (8), to the joint venture
by a Joint Member may not be withdrawn without the consent of the joint ventures’

13. INTEREST ON CAPITAL

No interest shall be paid on any capital contributed to the Joint Venture by a member of the Joint Venture .

14. BORROWING MONEY; LOAN TO JOINT VENTURE

Neither Joint Member shall have the right to borrow money on behalf of the other Joint Member or to use
the credit of the other Joint Member for any purpose. All loans to the Joint Venture shall be approved by
the Joint Member. A loan by a Joint Member (or an affiliate of a Joint Member) to the Joint Venture shall
not be regarded as an increase in such Joint Members capital nor entitle such Joint Member to any increase
of the profits or losses of the Joint Venture.

15. AUTHORIZED REPRESENTATIVES

To facilitate the handling of all matters and questions in connection with the performance of the Ventured
Contract, each of the Joint Ventures’ appoints the following representatives to act for it in all such matters,
with full and complete authority to act on its behalf in relation to any matters or things in connection with ,
arising out of, or relative to the Joint Venture and in relation to any matters or things involving the
performance of the Ventured Contract.

Authorized Joint Member Representative ________________________________________________:

Authorized Legal Representative of HERITAGE OF HOPE CONSORTIUM:

S. Quincy Harris
Either Joint Member may at any time and from time to time change its representative by filing with the
other a notice and duly executed appointment of a new representative or alternate, but until the appointment
and filing of such notice the actions of the representative or alternate hereby appointed shall be conclusively
binding on such Joint Member.
16. MANAGEMENT OF JOINT VENTURE
The representatives of the Joint Ventures’ shall meet from time to time as required to act on necessary matter
pertaining to the Ventured contract. All decisions, commitments, agreements, undertakings, understandings,
or other matters pertaining to the performance of the Contract shall be mutually agreed upon by such
representatives. No representative shall be liable to the Joint Ventures’ by reason of his acts as such, except
in the case of its gross negligence or actual fraudulent or dishonest conduct. In the event the representatives
cannot agree on a matter of Joint Venture policy, the matter shall be submitted to informal, but binding,
arbitration to a mutually acceptable third party. If the Joint Ventures’ cannot agree on an arbitrator, then the
matter shall be resolved by binding commercial arbitration as provided in Article (42) below.

17. COST OF VENTURED

Cost of Ventured shall consist of the costs of all subcontracts, labor, material, plant, and equipment
purchased or rented, bonds, insurance, taxes on labor and material, imports, charges, legal fees, liabilities
not secured by insurance, and all other expenses and obligations incurred or suffered in and about the
performance of the Contract of a nature which under sound accounting practices would be properly charged
as a cost of the performance of the Ventured Contract. Such costs shall not include any charges against the
Joint Venture for any overhead expenses or charges of the main or branch offices of the Joint Ventures’ or
for the time which may be expended in connection with the work by any of the Joint Ventures’ or their
officers or employees, except as may be approved by the Joint Ventures’ and except as provided for by this
agreement. Equipment rented from either of the Joint Ventures’ shall be charged as a Ventured cost at a rate
mutually agreed on by the representatives of the parties.

18. RECORDS
a. Separate books of account for the performance of the Contract and all matters pertaining thereto
shall be kept by the Heritage of Hope Consortium and maintained at the main office of the CFO of
the Joint Venture. All records of the Joint Venture shall be open for inspection of either Joint
Member at all reasonable times.
b. A periodic audit of such books shall be made by an independent firm of accountants or by such
individuals as may be mutually agreed upon by the Joint Ventures’ , and a like audit shall be made
upon completion of the Ventured Contract. With respect to the periodic audits there shall be
included, if requested by the Joint Ventures’ , a periodic comparison between the items of cost and
the items set up in the estimate of cost. The cost of any such audits shall be a part of the cost of
Ventured.
c. Upon the completion of the Contract a true and correct accounting shall be had of all costs and
expenses and all accounts, vouchers, and other data relating to the Contract and its performance.
d. To the extent that the records of the Joint Venture must be kept subsequent to the completion of the
Ventured Contract, pursuant to the provisions of law, the same shall be kept at such place or places
as the Joint Ventures’ may from time to time determine, and the cost thereof shall be borne equally
by the Joint Ventures’ .

19. PROFITS
Upon the completion of the Ventured Contract, after providing for and paying:
a. all costs disbursed or incurred in the performance of the Ventured Contract;
 b. all other costs and charges ordinarily and usually charged as costs in the performance of such a
contract;
c. any and all claims not secured by insurance;
d. proper reserves for any claims which shall have either been brought against the Joint ventures’ or
which the Joint Ventures’ may reasonably anticipate will be brought against them; and
e. reserves for contingencies, if any, that shall be determined by the Joint Ventures’ in their discretion
to be necessary, and after repaying all sums advanced by the Joint Ventures’ for working capital,
any profits thereafter remaining, resulting from the performance of the Ventured Contract, shall be
distributed and divided equally between the Joint Ventures’ .
f. Any reserves, when no longer required, or so much thereof as shall remain, shall be similarly g.
distributed.

20. LOSSES
If the performance of the Contract results in a loss, the Joint Ventures’ shall be obligated equally for any
such loss. Such equal liability of the Joint Ventures’ for the bearing of losses shall continue with respect to
any claims which at any time, either before or after the completion of the Ventured Contract, shall be made
against them or either of them by reason of this Joint Venture or any matter or thing in connection therewith.

21. METHOD OF ACCOUNTING

The books of account of the Joint Venture shall be kept in accordance with generally accepted accounting
principles which shall be applied on a consistent basis.

22. ACCOUNTING YEAR

The accounting year of the Joint Venture shall end on the 31st day of December of each year.

23. ANNUAL REPORT/ACCOUNTING

Within 90 days after the end of each accounting year of the Joint Venture, a report and accounting shall be
made of the financial affairs of the Joint Venture as of the close of the said year. Upon such accounting
being made, the net profit or net loss sustained by the Joint Venture during said year shall be ascertained
and credited or debited, as the case may be, in the books of account of the Joint Venture to the respective
Joint Member in the proportions specified in Article (8) above.

24. DELIVERY OF TAX INFORMATION

Within 90 days after the end of each taxable year of the Joint Venture, the information necessary for the
Joint Ventures’ to complete their federal and state income tax or information returns shall be made available
to the Joint Ventures’ , and there shall be included with such information a copy of the Joint Venture's federal
and state income tax or information returns for the year.

25. TAX RETURNS

The Joint Venture shall prepare, and file all required income tax returns for the Joint Venture on a timely
basis.
26. BANK ACCOUNTS
All funds of the Joint Venture shall be deposited in accounts in the name of the Joint Venture at such bank
or banks as may be selected by the Joint Ventures’ . All withdrawals therefrom or drafts written thereon in
excess of $5,000.00 shall be signed by a signatory/representative of the Heritage of Hope Consortium
representing the Joint Ventures’ . The aggregate monthly withdrawals or drafts by anyone of Joint Ventures’
, shall not exceed $10,000.00 with out prior approval of Heritage of Hope Consortium CFO.

27. TIME/EFFORTS DEVOTED TO JOINT VENTURE

In general, each Joint Member shall cooperate in whatever manner is reasonably necessary to carry out the
purposes of the Joint Venture, including, but not limited, to making joint applications (with the other Joint
Member) for and obtaining Ventured related bonds. Neither of the Joint Ventures’ shall be required to spend
any fixed amount of time in Joint Venture business, and each of the Joint Ventures’ may engage in any
other outside business or activity of any type, including, but not limited to, the business regularly conducted
by it apart from this Joint Venture; provided, however, that each of the Joint Ventures’ shall spend a
sufficient amount of time to adequately perform such Joint Members respective duties and obligations under
this Agreement. Neither of the Joint Ventures’ shall have the duty to disclose to the other Joint Member or
the Joint Venture any business opportunities of which it becomes aware, and either Joint Member may take
such opportunities for itself without being in breach of its duties or obligations hereunder.

28. SALARIES
Salaries shall be paid to the Joint Venture representatives as agreed between the Joint Ventures’ from time
to time.

29. PAYMENT OF JOINT VENTURE EXPENSES

The Joint Venture shall pay all reasonable and necessary expenses of the Joint Venture, including, but not
limited to, reasonable rent for tools, machinery, personnel, etc., provided by one of the Joint Ventures’ to
the Joint Venture, as agreed by the Joint Ventures’ in advance. In addition, the Joint Venture shall reimburse
each Joint Member for other reasonable and necessary expenses incurred by it in the ordinary and proper
conduct of the Joint Venture business and/or for the preservation of the Joint Venture business or property.

30. DRAW
Neither Joint Member shall be entitled to withdraw funds of the Joint Venture from time to time for its own
use, without the consent of the CFO.

31. PROHIBITED ACTS

Neither Joint Member shall take any action in the name of the Joint Venture except in the ordinary course
of the Joint Venture business, without the consent of the other Joint Member.

32. LIMITATION OF JOINT VENTURE

It is specifically understood and agreed between the parties that this Joint Venture agreement extends only
to the performance of the Ventured Contract, together with any changes or additions to this agreement or
extra work under it, and in no event, shall this agreement extend to or cover any different work.
The term "Ventured Contract" as used in this agreement is intended to and shall include the changes,
additions, or extra work in this agreement mentioned.

33. LEASING OF MACHINERY AND EQUIPMENT

The parties shall lease to the joint venture, and the Joint Venture shall lease from the parties, for the terms
respectively commencing when the Joint Venture shall require them for use in performing the Contract
without delay and continuing subsequently whenever and for as long as the same shall be required in such
performance, such machinery and equipment as the parties may have available for use on the project, at and
for the unit rental rates mutually agreed on by the representatives of the parties.
Schedules of the mutually agreed rental rates shall be signed by each Venturer and attached to this
agreement. The sponsoring Joint Member will consult with the other Ventures’ before committing the Joint
Venture to a purchase agreement or lease with option agreement for the acquisition or leasing of major
equipment items, such as: truck cranes, side boom cats, trucks, welding machines, compressors, tractors
and loaders.

34. PURCHASE OF EQUIPMENT ON COMPLETION

On completion of the Ventured Contract, the parties will secure a bona fide bid for each item or group of
items of equipment purchased by the Joint Venture, or held by it under a lease with option agreement, from
one or more reputable equipment dealers. Each of the parties shall have the right to purchase any item or
group of items, at the highest price bid for such item or items, by such dealers, provided that no party shall
be entitled to purchase a greater percentage of the equipment than the percentage of its interest in the Joint
Venture.

If more than one party shall desire to purchase the same items or items of equipment, at a price or prices so
determined, and mutually satisfactory adjustment is not effected by agreement between or among them,
then such item or items of equipment, in like manner as items not desired by the parties, shall be disposed
of by sale, for the best price obtainable, to outsiders. All hand tools will be purchased for the Contract from
suppliers or from members of the Joint Venture, provided their prices are considered equitable by the Joint
Venture participants. At the completion of the Contract the tools shall be divided by value according to each
Joint Members participation.

35. BANKRUPTCY OR DISSOLUTION OF PARTY

In the event of the bankruptcy or dissolution of any of the parties, this Joint Venture shall immediately cease
and terminate on its occurrence. Then, the parent organization Harris Worldwide Humanitarian Foundation
is the successors, receivers, and legal representative, in this agreement is called "representative" of any
party so affected shall cease to have any interest in the performance of the Contract and shall cease to have
any interest in and to the Joint Venture or its assets. In any such case the remaining party shall have the right
to wind up the affairs of the joint venture and to carry out and complete the performance of the Ventured
Contract. On such completion or sooner termination and receipt of payment of all amounts due under the
Ventured Contract, the remaining Joint Member shall account to the representative of the party or parties
so affected and such representative shall then be entitled to receive from the remaining Joint Member an
amount equal to the sums advanced by the party represented, plus such party's proportionate share of the
profits, or less such party's proportionate share of the losses resulting from the performance of the Contract
to the date of the termination of the Joint Venture. Provided, however, that the profit or loss computed as of
the day of the termination shall be in the same proportion to the whole profit or loss resulting from the
performance of the Contract as the amount of work done under it at such time bears to all of the work which
is done under it. In the event the share of the losses chargeable to the parties so represented exceeds the sum
advanced by such party, the representative shall promptly pay to the remaining Joint Member any such
excess. The books of the Joint Venture shall be conclusive in establishing whether a profit has been realized
or a loss sustained, the amount, and the proportionate amount of work done as of any given time or date.

36. ASSIGNMENTS AND TRANSFERS

Neither this agreement nor the interest of the parties or any of them in this agreement, including its
respective interest in any moneys belonging to or which may accrue to the Joint Venture in connection with
the Ventured Contract, may be assigned, pledged, transferred or hypothecated, except that in the event a
party desires to obtain banking accommodations, such party may assign, pledge, or hypothecate to the
lending institution as security for such banking accommodation, its interest in the moneys to be received
by such party under this agreement when distributed to it in accordance with its terms, if the other parties
to this agreement give their written consent to it in advance.

37. ADJUSTMENT OF ACCOUNTS

On completion of the performance of the Ventured Contract, the parties shall render a true and correct
account, each to the others, of all expenses incurred on account of and all moneys received as result of, such
performance. The parties mutually agree, on completion of the performance of the Ventured Contract, to
settle and adjust all accounts in connection with the performance of the Ventured Contract, and to pay, each
to the others, such sums as well result in reach of the parties receiving that portion of all profits arising from
the performance of the Ventured Contract, or bearing that proportion of all losses arising from it in
accordance with Articles (8), and (35).

38. TRUST FUNDS

All moneys contributed by the Joint Ventures’ to this Joint Venture and all moneys received as payments
under the Contract or otherwise received shall be treated and regarded as, and are hereby declared to be,
trust funds for the performance of the Contract and for no other purpose until the Contract shall have been
fully completed and accepted by owner and until all obligations of the Joint Ventures’ hereto shall have
been paid, otherwise discharged, or provided for adequate reserves. such reserves shall likewise be treated
as trust funds until they shall have served the purposes for which they were created. Proper fidelity bond
coverage shall be maintained on all persons who are directly connected with performance of the Ventured
Contract, and the cost of such fidelity bond premiums shall be part of the Ventured cost.

39. DISSOLUTION OF JOINT VENTURE

Upon dissolution of the Joint Venture, except as otherwise provided herein, the operation of the Joint
Venture's business shall be confined to those activities necessary to wind up the Joint Venture's affairs,
discharge its obligations, and preserve and distribute its assets. Any gains or losses of the Joint Venture
arising out of the liquidation of the Joint Venture's assets shall be allocated, and the cash and other property
of the Joint Venture remaining after satisfaction of Joint Venture obligations shall be distributed, to the Joint
Ventures’ in accordance with the provisions of Article (8) above. Promptly on dissolution, a Notice of
Dissolution of Joint Venture shall be published pursuant to Section 15035.5 of the Georgia Corporations
Code or any equivalent successor statute then applicable.
40. BINDING EFFECT
Except as otherwise provided in this agreement, this agreement shall inure to the benefit of, and be binding
on the parties, their successors, assign receivers and legal representatives, but shall not inure to the benefit
of any other person, firm, or corporation.

41. GOVERNING LAW

All questions relative to the execution, validity, interpretation, and performance of this agreement shall be
governed by the laws of the State of Georgia.

42. DISPUTE RESOLUTION

If a dispute arises that cannot be resolved through direct discussions, Joint Ventures’ shall participate in
mediation before recourse to any other form of binding dispute resolution. The location of the mediation
shall be Fulton County, Georgia. The Joint Ventures’ hereby shall participate in mediation under the
Ventured Industry Mediation Rules of the American Arbitration Association. Once one party provides
written notice of mediation to the American Arbitration Association, the parties agree to commence such
mediation within sixty (60) days of the notice of the request. Engaging in mediation is a condition precedent
to any other form of binding dispute resolution. Agreements reached in mediation shall be binding and
enforceable as any other settlement agreement. If the Joint Ventures’ are not able to resolve the dispute in
Mediation, then such disputes shall be resolved through binding arbitration carried out in accordance with
the rules and regulations of the American Arbitration Association. Each of the Joint Ventures’ shall be
entitled to conduct full discovery under the applicable provisions of the Georgia Code of Civil Procedure
in any such proceeding. The decision of the arbitrator in any such proceeding shall be fully enforceable in
any court of competent jurisdiction.

43. ATTORNEY'S FEES

Should any litigation or arbitration be commenced between the parties concerning any provision of this
Agreement, the party prevailing in such litigation shall be granted, to recover their costs and reasonable
attorney's fees incurred in such litigation.

44. ENTIRE AGREEMENT

This agreement contains the sole and only agreement of the parties hereto relating to the Joint Venture. Any
prior agreement, promises, negotiations or representations not expressly set forth in this Agreement are of
no force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Joint Venture Agreement as of the day and
year set forth above.

Member Company:____________________________________________________________________

BY: Name:_____________________________________Position_______________________

Member Company:____________________________________________________________________

BY: Name:_____________________________________Position_______________________