Joint Venture Facilitation Agreement

Re: Apache - Northwest Passage, Tisdale Express Way, Tulsa OK

Jason Gilbert, “Facilitator” submits this Joint Venture Facilitation Proposal regarding the
above-described Property consisting of 600 acres of land, under the following terms and
conditions:

1. Owner hereby agrees to allow Facilitator an exclusive right for a period of six months to
facilitate a Joint Venture (JV) with a qualified Developer. Facilitator shall work to locate a
Developer, 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 shall
contribute 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/deed
of 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 and
due diligence. Upon completion of the due diligence, Developer will inform the Owner of the
feasibility of the project and either terminate efforts, or proceed to the Contract Phase
whereby a Joint Venture agreement will be drafted in the form of an LLC for review by the
parties. 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 JV
agreement by all parties. Owner thereby agrees to allow Developer to construct and retain all
income producing aspects of the property in the LLC, so that upon final build out, long term
financing (take out loan) can be put on the property and the first $_____________ of cash
proceeds 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 expressed
written 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 and
those parties enter into a Joint Venture Agreement and form a Limited Liability Company with
Owner for the purpose of owning the Property and developing same, Owner agrees to make
Facilitator 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 a
mortgage/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 in
writing 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 creating
an 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 this
Agreement and the Joint Venture Agreement. Exceptions to ownership, title and authority are
as 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) any
Notice of Default recorded against the Property; (ii) any delinquent amounts due under any
loan 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 the
Property or Owner's ability to transfer it; and (v) any current, pending or proposed special
assessments 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 extension
thereof.

13. Entire Agreement. This Agreement constitutes the final, complete, and exclusive
statement of the terms of the agreement between the parties and supersedes all prior and
contemporaneous understandings or agreements of the parties. No party has been induced
to enter into this Agreement by, nor is any party relying on, any representation or warranty
outside 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 both
parties.

15. Severability of Agreement. If a court of competent jurisdiction holds any provision of this
Agreement to be illegal, unenforceable, or invalid in whole or part for any reason, the validity
and 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 to
confer 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 this
agreement intended to relieve or discharge the obligation or liability of any third persons to
any party to this Agreement, nor shall any provision give any third persons any right of
subrogation or action over any party to this Agreement.
17. Applicable Law. This Agreement shall be construed by and governed under the laws of
the State of California, and the parties irrevocable agree to submit to the jurisdiction and
venue of the courts of the State of California, County of San Diego, to resolve any dispute
arising under or relating to this agreement.

18. Mediation Required. Before commencing any litigation, the parties shall first participate
in mediation of any dispute arising under this agreement. Such mediation shall be conducted
before the Judicial Mediation and Arbitration Services at a location in San Diego County,
California. Mediation is a condition precedent of any legal proceeding under this Agreement.

19. Sales Commission. It is understood that the broker that has currently listed the property
will be compensated by the owner on terms and conditions outside of this JV Agreement and
are not an obligation of the Facilitator or the agreed upon Developer.

Agreed to and accepted this 11th day of November, 2009.

FACILITATOR: OWNER:

Company: ________________
By: ____________________
By: ________________________
Jason Gilbert
Title: _______________________
Date: _____________
Date: ______________________