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Joint Venture Facilitation Agreement

Re:

Apache - Northwest Passage, Tisdale Express Way, Tulsa OK

Jason Gilbert, “Facilitator” submits this Joint Venture Facilitation Proposal regarding theabove-described Property consisting of 600 acres of land, under the following terms andconditions:1. Owner hereby agrees to allow Facilitator an exclusive right for a period of six months tofacilitate a Joint Venture (JV) with a qualified Developer. Facilitator shall work to locate aDeveloper, and assist in the structuring of the JV agreement under the terms as agreed.Facilitator shall secure a Letter of Intent from a Developer whereby the Owner shallcontribute subject property to the project and in return shall share in the project's profits,equity and income as follows:2. Owner to receive the first $ _______________. Additionally, Owner’s first $ ____________ may be secured against the property in the form of a junior mortgage/deed of trust (if permitted by the lender). Owner understands the lender will record a mortgage/deedof trust in first position against Owner’s property as security for the development loan.3. Developer shall conduct all due diligence. Owner agrees to allow 90 days for study anddue diligence. Upon completion of the due diligence, Developer will inform the Owner of thefeasibility of the project and either terminate efforts, or proceed to the Contract Phasewhereby a Joint Venture agreement will be drafted in the form of an LLC for review by theparties. The JV agreement shall be initiated and funded by the Developer.4. The entitlement and development of the property will commence upon execution of the JVagreement by all parties. Owner thereby agrees to allow Developer to construct and retain allincome producing aspects of the property in the LLC, so that upon final build out, long termfinancing (take out loan) can be put on the property and the first $_____________ of cashproceeds will be distributed to the Owner. Developer may also market and sell the project,but may not sell the property for less than owed to the Owner without the Owner’s expressedwritten consent.5. Owner shall have the right to approve all Developer financing and development plans.6. In the event that Facilitator successfully locates a Developer acceptable to Owner andthose parties enter into a Joint Venture Agreement and form a Limited Liability Company withOwner for the purpose of owning the Property and developing same, Owner agrees to makeFacilitator a member of the LLC and Facilitator shall receive the next $ _______________ of cash proceeds, after the Owner receives all of their cash proceeds. Facilitator may record amortgage/deed of trust against the property behind the Owner’s instrument.7. Facilitator shall forever be entitled to said compensation from any joint venture, purchase,and sale, lease or other transfer of the Property to anyone who the Facilitator registers inwriting with the Owner.

8. Owner has made a definitive decision to pursue a joint venture to develop the Property.Owner may not market the Property for sale, or enter into a purchase and sale transaction,until expiration of the term of this agreement.9. Owner understands Facilitator is not a licensed real estate agent or broker, is not creatingan agency representation with the owner, and the Facilitator is not listing the property for sale.10.

Owner warrants that: (i) Owner is the owner of the Property; (ii) no other persons or entities have title to the Property; and (iii) Owner has the authority to both execute thisAgreement and the Joint Venture Agreement. Exceptions to ownership, title and authority areas follows: __________________________________________________________________________ 11. Owner may not enter into a sale or joint venture with any party introduced by Facilitator for 90 days after the expiration or termination of this agreement.12. Owner represents that, unless otherwise specified in writing, Owner is unaware of (i) anyNotice of Default recorded against the Property; (ii) any delinquent amounts due under anyloan secured by, or other obligation affecting, the Property; (iii) any bankruptcy, insolvency or similar proceeding affecting the Property; (iv) any litigation, arbitration, administrative action,government investigation or other pending or threatened action that affects or may affect theProperty or Owner's ability to transfer it; and (v) any current, pending or proposed specialassessments affecting the Property. Owner shall promptly notify Facilitator in writing if Owner becomes aware of any of these items during the period of this Agreement or any extensionthereof.13. Entire Agreement. This Agreement constitutes the final, complete, and exclusivestatement of the terms of the agreement between the parties and supersedes all prior andcontemporaneous understandings or agreements of the parties. No party has been inducedto enter into this Agreement by, nor is any party relying on, any representation or warrantyoutside those expressly set forth in this Agreement.14. Modification of Agreement. This Agreement may be supplemented, amended or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by bothparties.15. Severability of Agreement. If a court of competent jurisdiction holds any provision of thisAgreement to be illegal, unenforceable, or invalid in whole or part for any reason, the validityand enforceability of the remaining provisions, or portions of them, will not be affected,unless an essential purpose of this Agreement would be defeated by the loss of illegal,unenforceable, or invalid provision.16. Parties in Interest. Nothing in this agreement, whether express or implied, is intended toconfer any rights or remedies under or by reason of this agreement on any persons other than the parties to it and their respective successors and assigns, nor is anything in thisagreement intended to relieve or discharge the obligation or liability of any third persons toany party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over any party to this Agreement.