GLOBAL VENTURES TECHNOLOGY GROUP LLC

8.6

Loans by Members. Should the Company lack sufficient cash to pay its

obligations as they mature, any Member may, if so requested by the Managers, agree to loan/advance all or part of the needed funds to or on behalf of the Company, subject to the written approval of the Managers, as to the terms and conditions of any such loan/advance. An advance described in this Section shall constitute a loan from the Member to the Company, shall bear interest at the interest rate agreed to by the Managers and the lending Member from the date of the advance until the date of payment, and shall not be deemed to be a capital contribution by the lending Member to the Company.

ARTICLE IX ALLOCATIONS AND DISTRIBUTIONS

9.1

Allocations of Net Profit and Net Loss.

(a)

The Company's net profits and losses for each tax year (including gains and

losses resulting from sales, financings or refinancing) shall be allocated shall be allocated among the Members in accordance with their proportional Membership Interests.

(b)

Net loss allocated pursuant to Section 9.1(a) shall not exceed the maximum

amount of net loss that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of net loss pursuant to Section 9.1(a) hereof, the limitation set forth in this Section 9.1(b) shall be applied on a Member by Member basis so as to allocate the maximum permissible net loss to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

9.2

Distribution of Assets. If the Company at any time distributes any of its assets in

kind to any Member, the Capital Account of each member shall be adjusted to account for that Member' s allocable share of the net profits or net losses that would have been realized by the Company had it sold its assets that were distributed at their respective fair market values immediately prior to their distribution.

9.3

Qualified Income Offset. In the event any Member unexpectedly receives any

adjustments, allocations, or distributions described in Sections 1.704-1 (b)(2)(ii)(d)(4), 1.704-I(b)(2)(ii)(d)(5), or 1.704-I(b)(2)(ii)(d)(6) of the Regulations, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the· 'extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 9.3 shall be made only if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IX have been tentatively made as if this Section 9.3 were not in this Agreement.

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9.4

Gross Income Allocation. In the event any Member has a deficit Capital Account

balance at the end of any fiscal year that is in excess of the sum of (i) the amount such Member is obligated to restore and (ii) the amount such Member is deemed to be obligated to restore pursuant to the .penultimate sentences of Sections 1.704-2(g)(1)(ii) and 1.704-2(i)(5) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 9.4 shall be made if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article IX have been tentatively made as if Section 9.3 and this Section 9.4 were not in this Agreement.

9.5

Section 704(c) Allocation.

(a)

Notwithstanding any other provision of this Agreement to the contrary, any gain

or loss and any depreciation or other cost recovery deductions recognized by the Company for income tax purposes in any fiscal year with respect to al] or any part of the Company's property that is required or permitted to be allocated among the Members in accordance with Section 704(c) of the Code and any Regulations promulgated thereunder so as to take into account the variation, if any, between the adjusted tax basis of such property at the time of its contribution and the fait market value of such property at the time of its contribution, shall be allocated to the Members for income tax purposes in the manner so required or permitted.

(b)

Any elections or other decisions relating to such allocations shall be made by the

Officers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 9.5 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of net profit, net loss, other items, or distributions pursuant to any provision of this Agreement.

9.6

Distributions from Cash Flow. Revenues from operations (except revenues

resulting from the occurrence of a Major Event) shall be applied and distributed in the following manner and order of priority, in such amounts and at such time or times as the Managers shall determine, in writing (but not less than once per fiscal year for purposes of clause (b) of this Section 9.6 if any Member has incurred income tax liability as a result of Company profits for such fiscal year):

(a)

First, to payment of any and all due and outstanding debts or liabilities, expenses

or obligations of the Company, including notes payable, operating expenses and interest expenses;

(b)

Second, to each Member in such amount as is necessary for such Member to

satisfy his or her income tax liability attributable to the amount of any profits allocated to such member in accordance with this Article IX;

(c)

Third, to the establishment of any reserves deemed necessary by the Managers for

(i) working capital requirements of the Company; or (ii) any contingent or unforeseen liabilities of the Company;

(d)

Fourth, any rernammg Revenues shan be distributed to the Members 111

accordance with their proportional Membership Interests.

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9.7

Distributions Upon a Major Event. Upon the occurrence of a Major Event (as

defined herein), distributions, as and when determined by the Managers, shall be made as follows:

(a)

First, to payment of any and all due and outstanding debts or liabilities, expenses

or obligations of the Company, including notes payable, operating expenses and interest expenses; and

(b) Member.

Second, to each Member in proportion to the Membership Interests of such

A "Major Event" shall mean the sale, transfer or disposition of substantially all of the assets or business of the Company or the recapitalization of the Company whereby the Company receives cash. and distributes all or part of such cash to its Members.

9.8

Limitations on Distributions. No distribution shall be made to Members if the

same is prohibited by any provision of the Act.

ARTICLE X TAXES

10.1

Elections. The tax matters partner shall make such tax elections for the Company

as the Manager shall authorize from time to time.

10.2 Taxes of Taxing Jurisdictions. To the extent that the laws of any taxing jurisdiction having jurisdiction over a Member or the Company so require, upon request by the Managers, each affected Member will submit an agreement indicating that the Member will make timely income tax payments to the taxing jurisdiction and that the Member accepts personal jurisdiction of the taxing jurisdiction with regard to the collection of income taxes attributable to the Member's income, and interest and penalties assessed on such income. If the Member fails to, provide such. agreement, the Company may withhold and pay over to such taxing jurisdiction the amount of any tax, penalty and interest determined under the laws of the taxing jurisdiction with respect to such income. The Managers may, where permitted by the rules of any taxing jurisdiction, file a composite, combined or aggregate tax return reflecting the income of the Company and pay the tax, interest and penalties of some or all of the Members on such income to the taxing jurisdiction. Any payments by the Company of tax and penalty or interest with respect to the income of a Member shall be treated as a distribution to such Member for purposes of Article IX.

10.3 Tax Matters Partner. The Members hereby designate ▇▇▇▇ ▇▇▇▇▇▇▇▇ as

the 'Tax Matters Partner" of the Company pursuant to Section 6231 (i.) (7) of the Code (the "Tax Matters Partner"). Any person designated as Tax Matters Partner shall take such action as may be necessary to cause each Member to become a "notice partner" within the meaning of § 6223 of the Code, Any Member who is designated as the tax matters partner may not take m1Y action contemplated by Sections 6222 through 6223 of the Code without the consent of all of the Managers then in office.

10.4 Method of Accow1ting, The records of the Company shall be maintained on the cash or accrual methods of accounting, as shall be determined by the Co-Managers, in writing.

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ARTICLE XI MEMBERSHIP INTERESTS

11.1 Membership Interests. Each Member's ownership interest in the Company (each a "Membership Interest" and collectively the "Membership Interests") shall be as described on Exhibit A. The Membership Interest of a Member shall be calculated by dividing the number of Units owned by such Member by the total Units held by all of the Members. Assignees and, in the case of approvals to withdraw where consent of the remaining Members is required, disassociating Members, shall not be considered Members for purposes of calculating the Membership Interests of the Members.

ARTICLE Xll DISSOLUTION AND WINDING UP

12.1

Dissolution. The Company is dissolved and its affairs shall be wound up when

the first of the following occurs:

(a)

at the time specified in the Articles;

(b)

upon the happening of an event specified in the Articles or this Agreement as

causing dissolution, including a vote of Members;

(c)

intentionally deleted

(d)

upon the entry of a decree of judicial dissolution.

12.2 Certificate of Dissolution. Upon the dissolution and commencement of winding up the Company, a certificate of dissolution shall be duly executed and filed with the Michigan Department of Consumer and Industry Services containing the information required by the Act.

12.3 Winding Up. Except as otherwise provided in the Articles, this Agreement or Section 805 of the Act, the Managers who have not wrongfully dissolved the Company may wind up the Company's affairs. The Managers who are winding up the Company's affairs shall continue to function, for the purpose of winding up, in accordance with the procedures set by the Act, the Articles, and this Agreement, shall be held to no greater standard of conduct than that described by Section 404 of the Act and shall be subject to no greater liabilities than would apply in the absence of dissolution. The Company may ▇▇▇ and be sued in its name and process may issue by and against the Company in the same manner as if dissolution had not occurred. An action brought by or against the Company before its dissolution does not ▇▇▇▇▇ because of the dissolution.

12.4 Liquidation and Termination. Upon dissolution of the Company, the Managers shall collectively serve as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make [mal distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Managers and the Officers. The steps to be accomplished by the liquidator are as follows:

(a)

As promptly as possible after dissolution and again after [mal liquidation, the

liquidator shall cause a professional accountant to make a proper accounting of the Company's

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assets, liabilities, and operations through the last day of the calendar month In which the dissolution occurs or the final liquidation is completed, as applicable.

(b)

The liquidator shall cause the notice described in Section 806 of the Act to be

mailed to each known' creditor of and claimant against the Company and the notice described in Section 807 of the Act to be published in the manner described therein.

(c)

The assets shall be distributed in accordance with Section 808 of the Act, except

as set forth in (d) below.

(d)

The distribution of assets to the Members shall be as follows:

(i) The liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members;

(ii) With respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not previously been reflected in the Capital Accounts would be allocated among the Members if there were a. taxable disposition of that property for the fair market value of that property on the date of distribution; and

(iii) Company property shall be distributed among the Members in accordance with the positive Capital Account balances of the Members, as determined after taking into account all Capital ACCOWlt adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).

All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section. The distribution of cash and/or property to a Member in accordance with the provisions of this Section constitutes a complete return to the Member of his or her capital contributions and a complete distribution to the Member of his or her Membership Interest and all the Company's property and constitutes a compromise to which all Members have consented within the meaning of Section 808(1)(c) of the Act.

12.5 Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of J money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member's Capital Account to zero.

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ARTICLE XIII

TRANSFERS, RIGHT OF FIRST REFUSAL, AND ADMISSION OF NEW MEMBERS

No Member shall encumber, transfer, or dispose of any Units of the Company which such Member now owns, or hereafter acquires, except as follows:

13.1 Transfer with Consent of Majority in Interest. Any Member desiring to dispose of his or her Units may do so with the written consent of a Majority in Interest prior to such disposition, so long as said transfer will not negate the SDVOSB status of the Company as referenced in Section 6.11.

13.2 Voluntary Transfer, Third Party Offer.

13.2.1 In the absence of written consent, and in the event a Member receives a bona fide written offer (the "Offer") acceptable to it for the purchase of all or a portion of its Units, such Member (the "Offering Member") must give prior written notice by registered mail to the other Members and to the Company of its intention to make such disposition, which notice must include a complete copy of such written Offer. The other Members shall thereupon have the option within thirty (30) days following receipt of such notice to purchase any or all of such Units (the "Offered Units"). The election to exercise the option shall be made, in writing, and mailed by registered mail to the Offering Member. If the election to purchase is exercised, the purchase price to be paid by the other Members shall be the price contained in the Offer as set out in such notice of the Offering Member.

13.2.2 In the event all of the Units so offered are not purchased by the other Members, then the option in favor of such Members shall be deemed to be waived and the Company shall then have the right, to be exercised within five (5) days after the expiration of the 30-day period referred to above, to purchase all of the Offered Units. If the Company does not exercise its right to purchase the Offered Units, the Offering Member may, within sixty (60) days after expiration of all option periods described above, sell them pursuant to the Offer, subject to any restrictions on' transfer as contained herein, including, but not limited to, restrictions concerning compliance with all state and federal securities laws. The Offering Member shall not have the right to sell such Units after expiration of the sixty (60) day period without again offering the Units as set forth in this Section 13.2.

13.2.3 The restrictions of this Section 13.2 shall not apply to a Transfer by a Member to a Family Member provided that any such transferee shall be bound by the terms of this Agreement in every respect as though such transferee(s) were the transferor.

13.2.4 No transfer which is made by a Member, and which is subject to tins Section 13, shall be deemed to confer on the transferee any rights as a Member of the Company, except the right to receive the economic benefits as a transferee of Units. The admission of a transferee as a voting Member of the Company shall be governed solely by the terms of Section 13.4 hereof.

13.3 Conditions of Transfer. No transferee of any Units will become an Assignee, until each of the following conditions has been satisfied;

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(a)

The transferor Member must have executed a written instrument of transfer of

such Units in form and substance satisfactory to the Officers;

(b)

The transferor Member and the Assignee must have executed a written agreement,

in form and substance satisfactory to the Officers, to indemnify and hold the Company and the non-transferring Members harmless from and against any expense, loss or liability arising out of the Transfer;

(c)

The transferor Member must have executed a written agreement, in form and

substance satisfactory to the Officers, acknowledging the termination of all of the transferor's rights and interests as a Member of the Company, or otherwise hereunder, effective immediately upon the Transfer;

(d)

Upon request by the Managers, the transferor must have delivered to the

Company a written opinion of counsel for the Company or of other counsel reasonably satisfactory to the Managers (which opinion shall be obtained at the expense of the transferor) that such Transfer will not result in (i) a violation of applicable law or this Agreement, (ii) the Company being classified as an association taxable as a corporation, (iii) the Company being deemed terminated pursuant to Section 708 of the Code or any comparable future section of the Code; or (iv) registration of the transaction or the Units under applicable federal and state securities laws;

(e)

Unless otherwise waived, in writing, by the Managers, the Assignee or transferor

must have paid all expenses incurred by the Company in connection with the Transfer and the admission of the Assignee to the Company as a Member; and

(f)

The Transferor shall not be in breach of this Agreement at the time of the

Transfer.

13.4 Admission to Membership of Assignees and Additional Members.

(a)

Except as set forth in Section 13.4( c) below, the Assignee of a Unit has no right to

vote or otherwise participate in the management of the business and affairs of the Company or to become a Member. The Assignee is only entitled to receive distributions and return of his or her Capital Account-and to be allocated the Profits and Losses attributable to his or her Units.

(b)

An Assignee of a Unit shall be admitted as a Substitute Member and entitled to all

the rights of the Member who initially assigned the Units only upon approval by a Majority in Interest. The Members may grant or withhold the approval of such admission for any Assignee in their sole and absolute discretion. If so admitted, the Assignee must execute and deliver the joinder agreement attached hereto as Exhibit C to assume all of the duties and obligations of the transferor Member under this Agreement and to be bound by and subject to all of the terms and conditions of this Agreement. Once admitted, the Substitute Member shall have all the rights and powers and is subject to all the restrictions and liabilities of the Member originally assigning the Units. The admission of a Substitute Member, without more, shall not release the Member originally assigning the Units from any liability to the Company that may exist prior to such admission.

(c)

Notwithstanding Sections 13.4(a) and (b) hereof, an Assignee shall be admitted as

a Member of the Company without the consent of the Managers or any of the other Members if

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the Assignee is an Affiliate of the Transferor or a Family Member of the Transferor, so long as said transfer will not negate the SDVOSB status of the Company as referenced in Section 6.11.

(d)

The Managers may, in writing, propose the admission of Additional Members and

determine the Capital Contributions of such Members. Notwithstanding the foregoing, an Additional Member may not become a Member, unless and until approved by a Majority in Interest.

13.5 Transfer by a Member in Violation of this Agreement.

13.5.1 If any of the Units belonging to any Member (referred to for purposes of this paragraph as the "Transferor") is transferred involuntarily or voluntarily in violation of this Agreement (whether to a receiver of the Transferor, a Trustee in bankruptcy, a secured creditor, a purchaser at any creditor's sale or court sale, the guardian of the estate of an incompetent Transferor, the spouse or former spouse of a Transferor pursuant to any divorce or property settlement proceedings or any other person or entity (a "Transferee"), the Company or the other Member(s) shall have the option to purchase any or all of the Units transferred to a Transferee by serving written notice upon the Transferor and the Transferee within forty-five (45) days of notice of such involuntary transfer, which notice shall be given promptly by the Transferee to the Company and to the Members. The purchase price for the purchase of each Unit purchased pursuant to this Section 13.5 shall TBD times the Average Net Revenue of the Company divided by the total number of Units issued and outstanding as of the date of the Transfer. For purposes hereof, "Average Net Revenue" means the average of the Company's three most recent years Net Revenue. "Net Revenue" means the revenue of the Company after provision has been made for federal, state, local, municipal and other taxes.

13.5.2 In the event that all of the Transferor's Units so offered are not purchased by the Company or other Member(s), all of the restrictions imposed herein shall remain with regard to any Units not purchased and retained by the Transferee.

13.6 Endorsement on Unit Certificate. Any certificates for Units issued by the Company which are owned by the Members or their transferees shall be or are presently endorsed with a statement in substantially the following form:

The Units represented by this Certificate have not been registered under the Securities Act of 1933 in reliance upon Section 4(2) thereof. The Units represented by this Certificate further have 110t been registered under any applicable state securities laws, in reliance upon exemptions contained therein. These Units have been acquired for investment and not with a view to distribution or resale, and may not be subject to a security interest, pledged, hypothecated, or otherwise transferred without (i) an effective registration statement for such Units under the Securities Act of 1933, or an opinion of counsel for the Company that registration is not required under such Act, and (ii) an effective registration statement for such Units under applicable state securities laws, or an opinion of counsel for the Company that registration is not required under such laws. The Units represented hereby are also subject to, and transfer of such Units is restricted by, the terms of the Company's Operating Agreement, a copy of which is on file with the Company, and no Units may be transferred, pledged or even sold other than in accordance with such Agreement.

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13.7 Encumbrance of Units. No Member shall be permitted to pledge, mortgage, create a security interest in, or otherwise encumber any of the Units owned by such Member.

ARTICLE XIV

LIMITATION ON LIABILITY; INDEMNIFICATION

14.1 Limitation of Personal Liability for Managers and Officers. Neither the Managers nor any Officer of the Company shall be personally liable to the Company or its Members for monetary liability for breach of duty established in Section 404 of the Act, except that this provision does not eliminate or limit the liability of a Manager or an Officer for any of the following:

(a) entitled.

The receipt of a financial benefit to which the Manager or an Officer is not

(b) (c) (d)

Liability under Section 308 of the Act.

A knowing violation of law.

An act or omission occurring before the effective date of this Agreement.

Any repeal, amendment or other modification of this Section shall not adversely affect any right or protection of a Manager or an Officer of the Company existing at the time of such repeal, amendment or other modification. If the Act is amended, after this Agreement becomes effective, to authorize action further eliminating or limiting personal liability of managers, then the liability of the Managers and Officers shall be eliminated or limited to the fullest extent permitted by the Act as so amended.

14.2 Indemnification. The Company shall and hereby agrees to indemnify and hold harmless the Managers, and shall and hereby agrees to indemnify and hold harmless a Member, Manager, Officer, employee or agent, who was or is a party or is threatened to be made a party to a threatened, pending or a completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, by reason of the fact that he or she is or was a Member, Manager, Officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, member, manager, partner, trustee employee or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys' fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding. The Company shall payor reimburse the reasonable expenses incurred by the foregoing indemnities in advance of final disposition of any proceeding(s). A Member, Manager, Officer, employee or agent shall not be entitled to indemnification for actions due to his or her willful misconduct or gross negligence.

14.3 Liability Insurance. The Company shall have the power (to be determined and executed by the Managers) to purchase and maintain insurance on behalf of any person who is or was a Member, Manager, Officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any

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such capacity or arising out of such person's status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Article or the Act.

ARTICLE XV AMENDMENT

15.1 Amendments or Modification to this Agreement.

(a) Except as otherwise provided in this Agreement, this Agreement and any provision hereof may be amended or modified from time to time only by a written instrument adopted by the Managers and approved by a Majority in Interest; provided, however, that no modification of the terms of this Agreement that (i) increases or extends any financial obligation or liability of a Member, (ii) alters the method of division of profits and losses for book or tax purposes or a method of distributions made to a Member, (iii) adversely affects a Member's ability to designate Managers or (iv) otherwise adversely affects the obligations or rights of a Member (as a Member) in a manner different from Members holding a Majority of the Membership Interests, shall be effective without the prior written consent of such Member; provided, further, that no amendment to this Section 15.1 that adversely affects the obligations or rights of a Member shall be effective as to any Member, without the prior written consent of that Member.

(b) In addition to any amendments otherwise authorized herein, the Managers may make any amendments to any of the Schedules to this Agreement from time to time to reflect Transfers of Membership Interests and Issuances of (c) Additional Membership Interests. Copies of such amendments shall be delivered to the Members upon execution thereof. Copies of such amendments shall be also delivered to the Managers upon execution thereof.

(d) The Managers shall cause to be prepared and filed any amendment to the Articles that may be required to be filed under the Act as a consequence of any amendment to this Agreement.

Any modification or amendment to this Agreement or the Articles made in accordance with this Section 15.1 shall be binding on all Members and the Managers.

. ARTICLE XVI MISCELLANEOUS PROVISIONS

16.1 Entire Agreement. This Agreement and the Articles together represent the entire agreement among all the Members of the Company.

16.2 No Partnership Intended for Nontax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the State Uniform Partnership Act nor the State Uniform Limited Partnership Act. The Members do not intend to be partners one to another or partners as to any third party.

16.3 Application of CityplaceStateMichigan Law. This Agreement, the application and interpretation hereof shall be governed exclusively by its terms and the laws of the State of CityplaceStateMichigan and specifically the Act. In the event that any term hereof shall not be enforceable for whatever reason, then the applicable provision of the Act governing the subject matter of such term shall be controlling.

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16.4 Execution of Additional Instruments. Each Member hereby agrees to execute such other and further statements of interest and holdings, designations, powers of attorney and other instruments necessary to comply with any laws, rules or regulations.

16.5 Construction. Whenever the singular form is used in this Agreement, and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

16.6 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of tills Agreement or any provision hereof.

16.7 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

16.8 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of anyone right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

16.9 Counterparts; Facsimile. This Agreement may be executed in counterparts and delivered via facsimile, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16.10 Certification of Non-Foreign Status. In order to comply with Section 1445 of the Code and the applicable Treasury Regulations thereunder, in the event of the disposition by the Company of a United States real property interest as defined in the Code and Treasury Regulations, each Member shall provide to the Company, an affidavit stating, under penalties of perjury, (i) the Member's address, (ii) the Member's United States taxpayer identification number, and (iii) an affidavit stating, that the Member is not a foreign person as that term is defined in the Code and Treasury Regulations. Failure by any Member to provide such affidavit by the date of such disposition shall authorize the Managers to withhold ten percent (10%) of each such Member's distribution share of the amount realized by the Company on the disposition.

16.11 Banking. All funds of the Company shall be deposited in its name in an account or accounts as shall be designated from time to time by the Managers. All funds of the Company shall be used solely for the business of the Company.

16.12 Determination of Matters Not Provided for in This Agreement. The Managers shall decide any 'questions arising with respect to the Company and this Agreement that are not specifically or expressly provided for in this Agreement.

16.13 Further Assurances. The Members each agree to cooperate, and to execute and deliver in a timely fashion any and all additional documents necessary and to effectuate the purposes of the Company and this Agreement.

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16.14 Invalidity. The invalidity of any provision of this Agreement shall not affect the validity of the remainder of any such provision or the remaining provisions of this Agreement.

16.15 Notices. All notices, demands and requests required or permitted to be given under the provisions of this Agreement shall be in writing and shall be deemed given (a) when personally delivered to the party to be given such notice or other communication, (b) on the business day that such notice or other communication is sent by facsimile or similar electronic device, fully prepaid, which facsimile or similar electronic communication shall promptly be confirmed by written notice, (c) on the third business day following the date of deposit in the United States mail if such notice or other communication is sent by certified or registered air mail with return receipt requested and postage thereon fully prepaid, or (d) on the business day following the day such notice or other communication is sent by reputable overnight courier, to the address that the party receiving notice designates in writing.

16.16. Preparation of Agreement. The Members and the Company acknowledge that (a) counsel for Weldmation and the Company has prepared this Agreement at the request of the Company; (b) such counsel has advised each Member that a conflict exists or may exist among and between their individual interests; (c) such counsel has advised each Member to seek the advice of independent legal counsel; (d) each Member has had the opportunity to seek the advice of independent legal counsel; (e) each Member has obtained, or had the opportunity to obtain, all information deemed by such Member to be necessary to make an informed decision with regard to this Agreement; and (I) each Member and the Company hereby waives any conflict of interest with regard to this Agreement or its preparation by counsel to Weldmation.

[The balance of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Company and the Members have hereunto executed this Agreement, as of the date first above written, but effective for all purposes as of the Effective

Date.

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Global Ventures Technology Group, LLC

By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Co-Manager

And:  /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Co-Manager

“COMPANY”

Global Tech International, LLC

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇, COO

Weldmation, Inc.

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CEO.  

EXHIBIT A

EXHIBITB TO

_______ , LLC OPERATING AGREEMENT

NAMES AND ADDRESSES OF MEMBERS

(AS SHOWN AT THE BEGINNING OF THIS AGREEMENT)

EXHIBITC TO

---------------------------, LLC

OPERATING AGREEMENT

(NOT APPLICABLE)

EXHIBIT D

$'S AND FORM OF SERVICES TO BE CONTRIBUTED BY THE MEMBERS TO THE COMP ANY, AS CMIT CityplaceStateAL CONTRIBUTIONS BY THE RESPECTIVE MEMBERS

EXHIBIT E

ALLOWABLE REIMBURSEMENTS TO THE ME.MBERS AND THEIR AFFILIATES FOR COSTS AND EXPENSES INCURRED BY THE MEMBERS

EXHIBIT F

LETTER OF INTENT BETWEEN THE MEMBERS AS TO THE BUSINESS TERMS OF THE DEAL AND AS TO THE RELATIONSHIPS BETWEEN THE MEMBERS AND THE GENERAL BUSINESS PURPOSES OF THE COMPANY

(SEE ATTACHED CityplaceLOT)

WELDMATION INC.

CityaddressaddressStreet31720 ▇▇▇▇▇▇▇▇▇▇ HIGHWAY, addressMADISON HEIGHTS, M148071·1687 PHONE (248) 585·0010, FAX (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇

June_, 2008

▇▇▇▇▇ ▇▇▇▇▇▇▇, V.P.

Global Tech International, Inc. ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇

Re:

Proposed Joint Venture LLC between Global Tech International, Inc., a Delaware corporation ("Global") and a subsidiary to be designated of Weldmation, Inc., a Michigan corporation ("Weldmation"), for the Patent Licensing, Sale and Manufacturing of Equipment Utilizing Global's Patents, Described on Attached Exhibit A (the "Patents")

Dear ▇▇. ▇▇▇▇▇▇▇:

This letter will serve as a non-binding Letter of Intent (the "LOI") between Global, as the owner of the Patents, and Weldmation, with regard to the creation of a 5.0/50 joint venture LLC (the "LLC") between us, for and governing our joint exploitation of the Patents, for industrial purposes to OEM's and Tier 1 suppliers in the automotive industry and other industries, upon the following general

business terms:

1 .

You and we shall jointly create a 50/50 LLC (the "LLC") for the future licensing, sale, development and manufacturing of equipment utilizing the Patents owned by Global, in which Weldmation or its designated person will be the sole Manager thereof and each of us shall have the following respective specifically designated responsibilities and authorities, to-wit:

(i)

The subject Joint Venture LLC is predicated upon Global owning absolute and unrestricted title to the Patents described on attached Exhibit A, together with the right to transfer title thereto to the LLC, as contemplated hereunder, and to license the same to customers of the Joint Venture LLC (which Global hereby confirms and covenants to Weldmation), including the sale, design, engineering, development and manufacturing of equipment, utilizing the Patents, by the LLC for OEM's and Tier 1 suppliers in the automotive industry and other industries;

Weldmation Inc.

1013/08

(ii)

The Patent License Fee(s) to be charged, from time to time, by Global or the LLC to customers of the LLC on all products manufactured by such customers, using equipment manufactured by Weldmation utilizing the Patents, shall be determined mutually, from time to time, by both Global and Weldmation (with Weldmation being entitled to receive 50% of all such Patent License Fees, upon receipt thereof by Global or the LLC, as the case may be, from the customer(s);

(iii)

Global shall contribute marketable and unencumbered title to the Patents (and related equipment, office equipment, etc.) to the LLC (and shall cause the same to be relocated into Weldmation's designated facilities), for a mutually agreed upon value (which amount will then be deemed a capital contribution thereof to the LLC by Global), and Global shall be primarily responsible for all sales and marketing of the subject equipment, utilizing the Patents, to customers of the LLC (including to LLC customers first identified by Weldmation);

(iv)

Weldmation shall permit and pay for the relocation into its designated plant facilities of Global's said equipment, office equipment, etc., relating to said Patents, (for which moving and installation and ongoing housing/rental costs, as determined mutually by the parties, from time to time, Weldmation shall receive a capital contribution credit on the books of the LLC);

(v)

Weldmation shall also engineer, design and build all such equipment, utilizing the Patents, in accordance with plans and specifications therefor approved by the applicable customer(s) of the LLC and otherwise mutually agreed upon, in writing, by both Global and Weldmation, for a price to the LLC determined solely by Weldmation, with Global and Weldmation sharing equally in any portion of the final price for the applicable equipment sold to a customer(s) of the LLC in excess of Weldmation's quoted price therefor to the LLC; provided, however, that the parties hereto shall not share in any profits/cash flow, etc. of the LLC, until both Global and Weldmation have recovered 100% of all of their remaining unreturned capital contributions to the LLC;

(vi)

Weldmation will also have the right, without charge by the LLC, to utilize the LLC's equipment in Weldmation's facilities for occasional smaller production jobs, etc. generated

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separately by Weldmation, so long as such usage does not interfere with the use of such equipment for the business purposes of the LLC; provided, however, that, in addition to the foregoing, Weldmation shall have the right to the continual use of such equipment for its larger production jobs, providing it pays the LLC a reasonable usage fee therefor, as determined in good faith by the parties hereto, from time to time;

(vii)

All ongoing repairs, maintenance, taxes, upgrades, etc. of the subject equipment of the LLC at Weldmation's premises shall be the ongoing sole responsibility of the LLC and both parties thereto, equally; and

(viii)

In the event of any dissolution of the LLC or any other termination of the business of the LLC, the equipment, office equipment, etc. originally contributed by Global to the LLC shall be returned to Global, at its expense, in an "as is/where is" condition.

2.

Both parties hereto shall, in good faith, within the 45 day period following the full execution of this LOI, conduct whatever additional due diligence each of them desires with respect to each other and to the essence and viability of the Joint Venture LLC between them contemplated hereunder, and, if and only if both parties hereto are fully satisfied with their respective due diligence hereunder, the parties hereto shall then, promptly and in good faith, jointly prepare (utilizing counsel to Weldmation for such purposes), negotiate, conclude and execute a mutually satisfactory Operating Agreement for the Joint Venture LLC contemplated hereunder, with the understanding that if, for any reason, said Operating Agreement is not mutually concluded and executed by both parties hereto on or before , 2008, then, at any time thereafter, either party hereto may, in its sale discretion, elect to terminate this LOI and its relationship with the other, as contemplated hereunder, by notice thereof in writing to the other party hereto, in which event, neither party hereto shall have any further obligation or responsibility hereunder or to the other party hereto, by reason of the subject matter of this LOI;

3.

As aforesaid, Weldmation or its designated person shall be the sale Manager of the LLC and, for purposes of intra-member interaction and communication within the Joint Venture LLC, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and shall be the initially designated Weldmation representatives to such LLC and and shall be the initially designated Global representatives to such LLC, it being understood that any written

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notice or other communication sent by either party to the other shall be sent concurrently to both of such other party's respective representatives to the LLC;

4.

Both of us agree to act, and to cause our respective designated representatives and our respective employees and agents to act, promptly, timely and in good faith always ina manner consistent with the best interests of the Joint Venture LLC, in regard to all of our respective activities for and on behalf of the LLC, with respect to the business activities thereof, and, in the event of a irreconcilable disagreement between us as to any matter relating to the LLC and/or the activities thereof that requires the consent of both parties thereto, both parties hereto hereby agree that the same will be resolved by binding and court enforceable arbitration in Oakland County, MI pursuant to the then current rules of the American Arbitration Association, and the foregoing will be so provided in the definitive Operating Agreement for the Joint Venture LLC'

,

5.

Although neither of us shall at any time be obligated in such regard (and, further, shall have the right, at any time and for any or no reason, to unilaterally cancel the same), as aforesaid, if we have not jointly executed a mutually satisfactory and definitive Operating Agreement for the subject Joint Venture LLC contemplated hereunder by the date specified in Paragraph 2 above, it is understood and agreed that this LOI may be cancelled and terminated as provided in said Paragraph 2;

6.

Both of us agree to keep strictly confidential and not to disclose to any third party the terms of our joint venture, as described above, although the existence of a joint venture between the parties hereto for the exploitation of the Patents may be disclosed by either of the parties hereto to those third parties having a valid need for such information;

7.

The Operating Agreement for the Joint Venture LLC between us shall contain such terms and conditions as shall be mutually satisfactory to both of us and shall provide for Weldmation or its designated person to be the sale Manager thereof, with authority and responsibility to act and function alone in all specifically defined aspects of the business of the LLC, and for mutual signatures by at least one (1) of the representatives of each party to the LLC on all LLC documents, unless the Manager is authorized to act alone in such regard or unless both parties hereto jointly agree, in writing, to another execution protocol;

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8.

If, at any time in the future, one of the parties hereto desires to sell the business owned by the LLC and the other does not, then the mutually satisfactory definitive Operating Agreement for the Joint Venture LLC shall provide for a mutually satisfactory method and

- - structure by which such sale deadlock could be broken, including by way of a mutually satisfactory right of first refusal provision in favor of the party desiring not to sell, and each party hereto agrees to negotiate in good faith in regard to creating such anti-deadlock provision in the Operating Agreement for our LLC;

9.

No prior, present or future agreements or representations of either of the parties hereto shall be binding upon the such party, unless specifically incorporated into the definitive and mutually executed Operating Agreement for the Joint Venture LLC, and no modifications or changes in this LOI or in the said definitive Operating Agreement shall be valid or binding upon either of the parties hereto, unless in writing and executed by both of the parties hereto;

10.

This LOI and any definitive Operating Agreement for the said Joint Venture LLC executed by both parties hereto pursuant hereto shall be binding upon and shall inure to the benefit of both parties hereto and their respective successors and assigns. Any notice to be given hereunder or under the definitive Operating Agreement for said LLC shall be given in writing and delivered personally or by overnight delivery service (such as FedEx or UPS) or by facsimile, provided that the recipient thereof acknowledges receipt of the facsimile, to each party hereto at the addresses, telephone numbers and fax numbers for each of party indicated in this LOI or in said definitive Operating Agreement for the said Joint Venture LLC executed by both parties hereto pursuant hereto; and

11.

Both parties hereto hereby agree to keep the terms of this LOI and of any definitive Operating Agreement for the said Joint Venture LLC executed pursuant hereto strictly confidential' and not to disclose the same to any third parties whomsoever, other than to our respective legal and financial advisors, or as may otherwise be required by a court of competent jurisdiction.

As above stated, this LOI is not intended to be binding upon either party hereto and shall, at all times, be subject to the execution by both parties hereto of mutually satisfactory legal documents, including, without limitation, a formal and written definitive Operating Agreement for the Joint Venture LLC, evidencing the subject transaction and the related joint venture between the parties hereto.

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If you are agreeable to the foregoing basic business terms of the subject joint venture LOI between us, please so acknowledge the same in the space provided below and return an acknowledged copy of this LOI to the undersigned, after which we, jointly with you, shall cause a proposed form of Operating Agreement for our LLC to be prepared by our counsel, for our respective review and approval.

Sincerely,

WELDMATION, INC. (on behalf of a subsidiary to be formed)

By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CEO

The undersigned hereby agrees and consents to the foregoing.

GLOBAL TECH INTERNATIONAL, INC.

By:

_

Its:

------------

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