JOINT VENTURE AGREEMENT OF ________

THIS AGREEMENT is made and entered into on ________ [date] by and between ________, a Georgia
Corporation (hereby referred to as "________") and ________, a ________ Corporation (hereby referred to as
"________").

WITNESS:

The parties desire to enter into a joint venture for the development of approximately ________ acres of the
Property, which is legally described in Exhibit A, which is attached to and incorporated to this Agreement by
reference ________ [exhibit omitted]; and

________ is the President and shareholder of ________ and ________ is the President and sole shareholder
of ________; and

On ________ [date], the parties contracted with ________, as Trustee, to purchase approximately
________ acres of the Property for a purchase price of $________ (the "Contract") with the closing to be
scheduled for ________ [date]; and

________ has assigned a ________ percent interest in the Contract to ________; and

The approximate remaining ________ acres of the Property, owned by ________, is being contracted by
________ for the purchase thereof with the Property to be used for the development of a ________ for the City
of ________ an industrial park; and

________ and ________ (referred to below in the singular as "Venturer" and in the plural as "Venturers")
wish to assign their rights and interest in the Property to this Joint Venture.

THEREFORE, in consideration of the mutual benefits and covenants contained in this Agreement, the
Venturers agree as follows:

ARTICLE I

NAME OF BUSINESS

1.1 The Venturers agree to form a Georgia joint venture under the name ________ for the purpose of
owning, developing and operating the Property.

ARTICLE II

LOCATION OF PRINCIPAL PLACE OF BUSINESS

2.1 The location of the principal place of business of the Joint Venture will be ________ [describe], or any
other place as the Venturers may elect and all mail will be copied to ________.

ARTICLE III

TERM

3.1 Commencement. The Joint Venture will commence as of the date of this Agreement.
 3.2 Termination. The Joint Venture will continue until terminated, which will occur on the earlier of the
following events:
(a) Unanimous consent of the Venturers; or
(b) The sale or other disposition of substantially all of the assets of the Joint Venture to an entity or
person in which the Joint Venture does not have at least a majority ownership interest; or
(c) On ________ [date].

ARTICLE IV

CONTRIBUTION TO CAPITAL

4.1 Contribution to Venturers.

(a) The Venturers will contribute the following as to the Joint Venture:

______________________________ $________
______________________________ $________
______________________________ $________
______________________________ $________

(b) By execution of this Agreement, ________ have assigned all of their right, title and interest in and
to the Contract, including all deposits paid on it, together with any interest in the ________ [describe]
located on the Property to the Joint Venture with the contribution to be allocated equally among the
Venturers.

4.2 Loans/Guarantees. ________ has agreed to guarantee or personally loan the following amounts:
(a) ________ will guarantee the balance due on the closing of the ________ described in the Contract
and will use ________ [his or her] best efforts to raise the funds necessary to close the additional
________.
(b) ________ will use ________ [his or her] best efforts to obtain financing for the ________.
(c) ________ will guarantee or use ________ [his or her] personal funds, but not to exceed
$________, for the water, sewer, roads and engineering necessary to develop, market, sell and release the
________ being purchased under the Contract.
(d) ________ will either guarantee or provide a personal loan to ________ for $________ with the
amount to be applied to the acquisition of the ________.
(e) ________ will make available personal funds of not more than $________ per week beginning
________ [date] with the funds to be used as a draw to ________ on the basis of $________ week;
provided, however, that the obligation to fund will terminate on ________ [date] or at a time as the Joint
Venture has sufficient cash flow to make available this draw to ________.
(f) ________ agrees to provide funds to the Joint Venture for the acquisition of a van, with the
purchase price not to exceed $________, with the acquisition to be either provided by personal funds or by
guarantee by ________ and ________ will have the use of the van.
(g) ________ will either guarantee or assist in obtaining a $________ loan to the Joint Venture to
establish "________."

4.3 Repayment of Loans. All loans or personal funds by ________ to the Joint Venture must be repaid with
interest to be computed at ________ per year, compounded, and as provided in Section 5.3 below.

4.4 Third Party Loans. All loans obtained from third party lending institutions must be guaranteed by both
________.

ARTICLE V
 ACCOUNTING

5.1 Allocation of Net Profits and Net Losses and Capital Interests.
(a) Annual net profits of the Joint Venture must be allocated among the Venturers as follows:
(i) First, to each of the Venturers, the amount of Cash Flow Distributed to the Venturer pursuant to
Section 5.3 (b).
(ii) Second, net profits must be allocated in such a manner as will equalize the capital account
balances of each of the Venturers. All approved expenses and loans to this Joint Venture by Venturers
must be reimbursed before net profits are dispersed.
(iii) Third, the balance of the net profits remaining, if any, must be allocated in the same
percentage of the capital interest of each Venturer as set forth below ("Capital Interest").
(b) Annual net losses of the Joint Venture must be shared in the same percentage as the Capital Interest
of each Venturer.

5.2 Net Profits and Losses. For purposes of this Agreement, net profits and net losses must be the amount
finally determined for federal income tax purposes. Net profits and net losses must also include any gain or loss
from the sale of Joint Venture assets as finally determined for federal income tax purposes.

5.3 Distributions of Cash Flow.

(a) The cash flow of the Joint Venture ("Cash Flow") will mean, for purposes of this Agreement:
(i) All cash, other than capital contributions to the Joint Venture, received by the Joint Venture
from any source (including the net proceeds of the sale of Joint Venture assets), less
(ii) Cash expended for: (1) the expenses of the Joint Venture; (2) interest and principal payments
on any indebtedness of the Joint Venture other than to a Venturer; and (3) capital expenditures and
reasonable reserves otherwise required, in the discretion of the Venturers, for the Joint Venture
business.
(b) $________ of the Cash Flow available for distribution after the establishment and maintenance of
the reserves required by this Agreement will be used to pay the interest and principal due any Venturer for
loans made to the Venture and the balance will be distributed to the Venturers in accordance with the
Venturer's respective Capital Interest (as set forth in Section 5.1(a) of this Agreement), determined as of the
time of the distribution.
Anything in this Agreement to the contrary notwithstanding, no indebtedness will be incurred for the
purpose of or with a view to making distributions of Cash Flow to the Venturers. Distributions of Cash
Flow must be made not less frequently than annually at reasonable intervals as will be determined by
unanimous vote of the Venturers.

5.4 Books of Account. At all times during the continuance of the Joint Venture, ________ will cause proper
and true books of account to be kept and these books will contain specific information regarding all monies,
goods or effects belonging to or owing to or by the Joint Venture, or paid, received or sold or purchased in the
course of the Joint Venture's business, and all other transactions, matters and things relating to the business of
the Joint Venture as are usually entered in books of account by persons engaged in a business of a like kind and
character. The books must be maintained in accordance with generally accepted accounting principles. The
books of account will be kept at the principal office of the Joint Venture and each Venturer will at all reasonable
times have free access to and the right to inspect them.

5.5 Capital Accounts. A capital account must be maintained for each Venturer. Each Venturer's
proportionate share of Joint Venture net profits and net losses and each Venturer's drawings, further
contributions to the Joint Venture and any other transactions with the Joint Venture as should, under proper tax
accounting principles be reflected in a Venturer's capital account, will be so reflected.

5.6 Annual Statements. The books of account must be closed as promptly as reasonably possible after the
end of each fiscal year. Promptly after that, the Joint Venturer will make a written statement to each Venturer,
which may include a balance sheet of the Joint Venture as of the end of such year, a statement of income and
expenses for the year, a statement of each Venturer's capital account or statements with respect to the status of
the Joint Venture and distribution of net profits and net losses as are considered necessary to advise all
Venturers properly about their investment in the Joint Venture for federal income tax reporting purposes.

5.7 Fiscal Year. The fiscal year of the Joint Venture will end on ________ [date] of each calendar year.

5.8 Bank Accounts. All funds of the Joint Venture must be segregated from any funds not belonging to the
Joint Venture and will be deposited in the name of the Joint Venture in any bank account(s) as the Venturers
agree. All withdrawals are to be made on checks signed by both.

ARTICLE VI

RIGHTS, DUTIES AND RESTRICTIONS OF THE VENTURERS

6.1 Expenditures by Venturers. The Joint Venture must pay compensation for accounting, administrative,
legal, technical and management services rendered to the Joint Venture. A Venturer will be entitled to
reimbursement by the Joint Venture for any authorized expenditures incurred by that Venturer on behalf of the
Joint Venture which have been made other than out of the funds of the Joint Venture.

6.2 Potential Conflicts. The Venturers will devote so much of their time to the business of the Joint Venture
as, in their judgment, the conduct of its business will reasonably require. The Venturers may engage in business
ventures of any nature and description independently or with others, including, but not limited to, business of
the character described in Article I, and neither the Joint Venture nor any of the Venturers will have any rights
in and to such independent ventures or the income or profits derived from them.

6.3 Limitations. Without the unanimous consent or ratification of both Venturers, no Venturer will have the
authority to:
(a) consent to a sale or other disposition of all or a substantial part of the assets of the Joint Venture to
an entity or person in which the Joint Venture does not have at least a majority ownership interest; or
(b) enter into any contract with any entity that is affiliated with any Venturer ("affiliated" means
controlling, controlled by, or under common control with).

6.4 Management of Joint Venture. The business of the Joint Venture will be carried out under the
supervision and direction of ________. ________ [He or She] will be responsible for the marketing, sale and
promotion of the Property and will use ________ [his or her] best efforts to contract with ________ for
________ [specify]. ________ agrees to devote all of ________ [his or her] time, skill and effort to the conduct
of the business of the Joint Venture in that regard. However, no significant action will be undertaken by the
Joint Venture without the prior unanimous vote of the Venturers, including, but not limited to, the following:
(a) any expenditure of any indebtedness in excess of $________, except for amounts incurred pursuant
to budgets approved by Venturers;
(b) confess or consent to a judgment against the Joint Venture; or
(c) pledge or consent to a lien on any material portion of the Joint Venture assets.

6.5 Appointment of Managing Venturer. The Venturers, by unanimous vote, may appoint ________ as
Managing Venturer to manage and operate the day-to-day business of the Joint Venture, subject to the
supervision and direction of the Venturers. Except as provided in Section 6.1 of the Agreement, and unless
otherwise agreed to in writing by the Joint Venture and the Managing Venturer, the Managing Venturer will not
be entitled to reimbursement for costs relating to its management personnel and other employees who are
employed full-time in connection with the Property. The Managing General Venturer is authorized to execute,
on behalf of the Joint Venture and each of the Venturers, the documents and instruments which are
commercially reasonable and necessary, including negotiable promissory notes and mortgages, in order to cause
good and marketable title to the Property to be conveyed to the Joint Venture.

6.6 Authority of Venturers; Indemnification. Except as expressly set forth in this Agreement, no Venturer
will be liable in damages or otherwise to the Joint Venture or to the other Venturers for any act or failure to act
by ________ [him or her or it], unless the act or omission is attributable to willful misconduct, gross
negligence, fraud or the violation of any specific prohibition contained in this Agreement, in which case the
Venturer must indemnify and hold the Joint Venture and the other Venturers harmless from any loss, damage,
cost or expense (including, but not limited to, reasonable attorney's fees) arising from the act or omission.
Nothing in this Section 6.6 will be deemed to exculpate any Venturer from liability to the Joint Venture or to
any of the Venturers, to the extent that insurance proceeds under policies carried by the Joint Venture are
available to satisfy the liability. No indemnified party under this Agreement will be required to advance
________ [his or her or its] own legal fees and expenses in connection with any claim for which ________ [he
or she or it] may be indemnified under this Agreement. All those legal fees and expenses are to be borne
directly by the indemnifying party.

6.7 Non-exclusive Agreement. Joint operations between the parties are limited to those operations specified
in this Agreement. This Agreement has no relation to any operation conducted by either party as an individual
or entity or jointly with others. However, neither party will participate in any activity, neither as an individual
nor jointly with others, where that participation is contrary to the purposes or activities of the joint venture
formed under this Agreement.

6.8 Disputes. The parties intend that the contract terms will control the parties' authority and decisions with
respect to the operation of the Joint Venture. As to matters not specifically controlled by the contract terms,
however, the parties agree to submit their differences to binding arbitration as governed by the ________
Arbitration Code.

ARTICLE VII

WITHDRAWALS AND PRIORITIES

7.1 Interest. During the term of the Joint Venture, no interest will be allowed to any Venturer on the
amount of ________ [his or her or its] capital account.

7.2 Withdrawal of Capital. No Venturer will be entitled to the return of ________ [his or her] capital
contribution except by way of the distribution to ________ [him or her or it] of assets on the dissolution of the
Joint Venture pursuant to the provisions of this Agreement, unless otherwise agreed by all Venturers.

ARTICLE VIII

DISSOLUTION AND TERMINATION

8.1 Accounting. In case of the dissolution and termination of the Joint Venture, a proper accounting must be
made of the capital and income accounts of each Venturer and of the net profits and net losses of the Joint
Venture from the date of the last previous accounting up to the date of dissolution.

8.2 Liquidating Trustee. On the dissolution of the Joint Venture business, for any reason, the then
remaining Venturers will act as the liquidating trustees ("Trustees"). The Trustees will have full power to sell,
assign and encumber Joint Venture assets. Notwithstanding that power, they must not sell any assets except in
the case of:
(a) sales necessary in order to raise cash for the payment of creditors; or
(b) assets not readily divisible.

All cash will, to the extent necessary, be used to pay creditors, and any assets remaining will be allocated
and distributed in kind in divided portions to the Venturers in the manner set forth in Section 8.3.

8.3 Distribution on Dissolution. In the event of the liquidation and dissolution of the Joint Venture for any
reason, after the payment of or provisions for creditors, including loans by Venturers to the Joint Venture, the
Joint Venture assets will be distributed among all the Venturers, Pro Rata, in accordance with the remaining
balances in their capital accounts. If any Venturer will have a deficit in ________ [his or her] capital account
following distribution of liquidation proceeds pursuant to this Section 8.3, the Venturer will contribute to the
Joint Venture for distribution to Venturers or creditors, cash in the amount of the deficiency.

ARTICLE IX

RESTRICTIONS ON TRANSFER OF A VENTURER'S INTEREST

9.1 Restrictions on Disposition of Interest. Except to another party controlled by, controlling or under
common control with the Venturer, no Venturer will sell, transfer or otherwise dispose of (the term "otherwise
dispose of" will not include the pledge, collateral assignment or grant of a security interest so long as the
pledgee, assignee or secured party, as the case may be, agrees in writing that the interest obtained by the party
will be subject to all the terms of this Agreement), all or any of ________ [his or her] interest as a Venturer
(excluding any interest as a creditor) in the Joint Venture (which interest or part of it is called the "Interest")
unless ________ [he or she] (the "Disposing Venturer") must have first sent written notice (the "First Refusal
Notice") to the other Venturers of the terms and conditions offered by, and the identity of, a bona fide
prospective purchaser and must have first complied with the provisions of this Agreement. No transfer nor
assignment will relieve a party of ________ [his or her] duties or obligations under this Agreement except with
the express written consent of the other party.

ARTICLE X

DEFAULT; REMEDIES

10.1 Default by a Venturer. The occurrence of any of the following events will constitute an Event of
Default as to a Venturer under this Agreement:
(a) Monetary. Default by any Venturer in providing any capital contributions or other funds required of
that Venturer in accordance with the terms of this Agreement; provided, however, that the default continues
for a period of ________ days after the Joint Venture, acting through any Venturer, provides written notice
of the default to the Defaulting Venturer.
(b) General. Default in performance of any other agreement or obligation of any Venturer in
accordance with the terms of this Agreement if the default continues for a period of ________ days after
written notice of it is given by the Joint Venture, acting through any Venturer, to the Defaulting Venturer,
except than an Event of Default will not be deemed to have occurred if the default is of a nature that
requires more than ________ days to cure, is capable of being cured within a reasonable time, the
Defaulting Venturer diligently proceeds to cure the default, and the Joint Venturer is not materially or
adversely prejudiced by a delay beyond ________ days.
(c) Insolvency. If any Venturer makes an assignment for the benefit of creditors or petitions for
appointment of a trustee or receiver of the Venturer or of any substantial portion of the assets of that
Venturer, or if any Venturer commences any proceeding pursuant to any bankruptcy, reorganization,
arrangement, insolvency, readjustment, debt, dissolution or liquidation law, or if any Venturer is
adjudicated bankrupt, or insolvent, and the proceedings or order are not dismissed within ________ days
after that.
(d) Dissolution. The dissolution, liquidation or cessation to exist of any Venturer.

10.2 Remedies of Default. Should an Event of Default occur as to any Venturer and continue beyond any
grace period provided in this Agreement, the non-defaulting Venturers will, at ________ [his or her] election,
have the right, power and authority to exercise any one or more of the following remedies:
(a) Purchase. To purchase the Interests of the Defaulting Venturer. In that type of case, the Defaulting
Venturer must, within ________ days after the date of the Event of Default, tender ________ [his or her]
Interest for sale to the non-defaulting Venturers at a price equal to ________ percent of the "Mandatory
Sale Price" (as defined in subsection 10.5) and the non-defaulting Venturers will have the option,
exercisable within ________ days following tender, to acquire the interests of the Defaulting Venturer; or
 (b) Termination. To terminate the Joint Venture; or
(c) General. To exercise any other remedy provided elsewhere in this Agreement or available at law or
in equity.

10.3 Specific Performance. The Venturers, through this document, declare and agree that it is impossible to
measure in money the damages that will accrue to a Venturer by reason of a failure by any Venturer to perform
any of the obligations under this Agreement. Therefore, any Venturer may institute an action or proceeding for
specific performance of this Agreement and any party (including the Joint Venture) against whom the action or
proceeding is brought waives the claim or defense that the party has an adequate remedy at law. However, in
the event of default, either Venturer will retain ________ of the Joint Venture for ________ [his or her]
previous efforts.

10.4 Additional Remedy for Violation of Transfer Restriction. On any sale, transfer or other disposition of
any interest in violation of any of the provisions of Section 9.1 ("Restrictions of Disposition of Interest") of this
Agreement, the other Venturer is expressly given the right and option, within ________ days after the discovery
by ________ [him or her] of the sale, transfer or other disposition in violation of this Agreement, to purchase
all (but not less than all) of the Interest from the then holder at the price and on the terms on which the Interest
was acquired by the holder, or at the election of the purchasing party, at the Mandatory Sale Price for it, using
the date on which the sale, transfer, pledge or other disposition occurred.

10.5 Mandatory Sale Price. The "Mandatory Sale Price" of each Interest required to be purchased under
this Agreement will be the value of it computed in accordance with the provisions of ________ attached to this
Agreement. The provisions of ________ may be modified at any time by the certified appraised value of the
Property within ________ days of default, or may be modified at any time by a certificate. The certificate must
be signed and attached to the original of this Agreement and included in the records of the Partnership, and the
provisions of it will be binding on all the parties.

ARTICLE XI

SEVERANCE OF BUSINESS RELATIONSHIP

11.1 Initiation of Severance. If any Venturer (called the "Severing Venturer") wishes to sever ________
[his or her] relationship in the Joint Venture with the other Venturers (the "Responding Venturers"), the
Severing Venturer must soon notify the responding Venturers in writing (the "Severance Notice") stating a date
not less than ________ days after the mailing of the notice when the Severing Venturer wishes the severance to
take place. The Severance Notice must also state the price that the Severing Venturer believes is the fair market
value for the total equity value of the Joint Venture ( the "Severance Price").

11.2 Response. The Responding Venturer will have ________ days after the mailing of the Severance
Notice to advise the Severing Venturer, in writing, whether the Responding Venturer wishes: (i) to sell all of
________ [his or her] Interests to the Severing Venturer for an amount equal to the Responding Venturer's
Capital Interest multiplied by the Severance Price; or (ii) to purchase all of the Severing Venturer's Interest for
an amount equal to the Severing Venturer's Capital interest multiplied by the Severance Price. If the
Responding Venturer does not advise the Severance Venturer of ________ [his or her] selection within that
time, the Responding Venturer will be deemed to have elected to sell ________ [his or her] Interest to the
Severing Venturer at the price set forth in the preceding sentence.

11.3 Closing. On the effective date of the Severance, as designated in the Severance Notice, the purchase
and sale of the Interest as described above will be closed in the Joint Venture's principal business office and all
appropriate documents will be executed and delivered to effect severance of the relationship and sale of the
Interests. The Severance Price will be paid by the purchasing Venturer to the selling Venturer in immediately
available cash funds. Notwithstanding anything in Article XI to the contrary, the Joint Venture, immediately
prior to the time of the Severance, will pay to each of the Venturers any amounts which have not been
previously paid to the Venturers pursuant to Sections 5.3(a) and 5.3(b) of this Agreement, and which have been
paid if the Joint Venture had generated sufficient Cash Flow prior to the time of Severance so that Cash Flow
would have been distributable pursuant to Section 5.3(b) of this Agreement.

ARTICLE XII

GENERAL PROVISIONS

12.1 Notices. All notices, offers or other communications required or permitted to be given pursuant to this
Agreement must be in writing and will be considered as properly given or made if personally delivered or
mailed from within the United States by first class United States mail, postage prepaid, or by prepaid telegram
and addressed to any Venturer, to the address set forth as to the Venturer in this Agreement. Any Venturer may
change ________ [his or her] address by giving notice in writing stating ________ [his or her] new address to
the other Venturers. Commencing on the ________ day after the giving of notice, the newly designated address
will be the Venturer's address for purposes of all notices or other communications required or permitted to be
given pursuant to this Agreement.

12.2 Successors. This Agreement and all the terms and provisions of it will be binding on and will inure to
the benefit of the Venturers and their respective legal representatives, heirs, successors and assigns, except as
otherwise expressly provided for in this Agreement.

12.3 Construction. This Agreement will be accepted in ________ and will be construed in conformity with
the laws of the State of Georgia. Whenever reference is made in this Agreement to a Venturer's Capital interest,
the reference will mean that Venturer's percentage Capital Interest under Section 5.1.

12.4 Counterparts. This Agreement may be executed in counterparts, each of which will be an original, but
all of which will constitute one and the same instrument.

12.5 Entire Agreement. This Agreement contains the entire understanding among the Venturers and
supersedes any prior understanding and/or written or oral agreements among them in regard to the contained
subject matter. There are no oral or written representations, agreements, arrangements or understandings
between and among the parties relating to the subject matter of this Agreement which are not fully expressed in
it.

12.6 Consent. Whenever the consent of any Venturer is required, that party agrees to exercise good faith in
granting or withholding of the consent in a manner believed by the parties to be in the best interests of the Joint
Venture.

12.7 Amendment. This Agreement may be amended only by a written agreement executed by both of the
Venturers.

12.8 Corporate Action. By execution of this Agreement, both of the Venturers agree and certify that the
requisite corporate action necessary to bind each of the respective Venturers to this Agreement has been taken.

IN WITNESS, the parties have executed this Agreement as of the day and year first written above.

By: ______________________________

President

[Corporate Seal]
By: ______________________________

President

[Corporate Seal]