South Carolina Joint Venture Agreement

STATE OF SOUTH CAROLINA



COUNTY OF YORK JOINT VENTURE AGREEMENT





THIS AGREEMENT, made and entered into as of the 26th day of January, 1998 by and among AMERICAN AIRCARRIERS SUPPORT, INC., and GLOBAL TURBINE SERVICES, INC. (all of whom together are hereinafter collectively sometimes referred to as "Venturers").



W I T N E S S E T H:



WHEREAS, the parties hereto desire to form a Joint Venture (hereinafter referred to as the "Venture") for the term and upon the conditions hereinafter set forth:



NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, it is agreed by and among the parties hereto as follows:



ARTICLE I



BASIC STRUCTURE



1.1 Form and Purpose. The parties hereby form a Venture and agree to be governed by the laws of the State of South Carolina. The purpose for which the Venture is organized is to own, acquire, rent, lease, sell and otherwise deal in three JT3D-7 jet airplane engines.



1.2 Term. The Venture shall commence on the date first signed and shall continue until it is dissolved, its affairs are wound up and final liquidating distributions are made pursuant to this Agreement.



ARTICLE II



FINANCIAL ARRANGEMENTS



2.1 Initial Contributions. Each Venturer has made available to the initial capital of the Venture property in the amount of $235,000 in cash or cash equivalent.



2.2. Share of Profits and Losses. The Venture's profits and losses shall be allocated to the Venturers equally. 2





2.3 Distributions. Distributions to the Venturers of net operating profits of the Venture, as hereinafter defined, shall be made at such time as the Majority of the Venturers shall reasonably agree. Such distributions shall be made to the Venturers simultaneously. For t ...