Global Peace Commerce Solutions Joint Venture Agreement

THIS agreement is made and entered into as of _______________ by and between Global Peace Commerce Solutions, a California Corporation and Black Wall Street ____________________, Inc. ____________________________ a_________________ Corporation hereinafter referred to as "Peace Initiator."
RECITALS

WHEREAS, Service Provider and Peace Initiator agrees to act on instituting activity that will tend to create World Peace; and in doing so, both parties agrees to attack the instability of human relations upon the earth by forming this Joint Venture WHEREAS, Service Provider maintains an e-commerce platform that is appropriately equipped with the necessary electronic commerce solutions for the Peace Initiator, provider assures suitable staffing to serve the public, and proper accountancy according to GAAP standards are to be employed whereby enabling the Peace Initiator to receive donations and capitalization under this joint venture agreement; and WHEREAS, Peace Initiator requires the services of Global Peace Commerce Solutions in the form of their E-commerce solutions and is not bound to the exclusivity of Service Providers E-commerce solution as its sole conduit of E-commerce. THEREFORE, the parties herein mutually agree as follows. 1. Service Provider will exclusively manage the E-commerce for Peace Initiator and all of its products. Service Provider will construct and maintain the structure of all the E-commerce solutions for Peace Initiator as it relates to this agreement, including but not limited to: (a) (b) Integration of Peace Initiator agreed upon products into Service Provider Database of products to be sold and journalize non-cash donations. This agreement will act as the master agreement and corresponds with the Product Agreement & Fiscal Sponsor Agreement contracts and the GPCS User Agreement represented exclusively for the processing of Peace Initiator products. Process all electronics payments, checks, debits, and money order for Peace Initiator as it relates Peace Initiator agreed upon products requiring exemption status. Manage the partitioning of payments received, by forwarding agreed upon share ratios to applicable partners and Sales Tax agencies.

(c)

(d)

2. Service Provider will structure a system of co-branding advertisement between Peace Initiator and Service Provider for display on all website affiliated with this agreement on the intent to induce the purchasing of products. (a) Create Banners soliciting visitors to purchase agreed upon products of this joint venture. 3. Employ proprietary database that will manage the process of billing, shipping and handling of merchandise, and equity distributions to partners. 4. Fees: In this agreement Service Provider and Peace Initiator agree that consideration for the services provided is as follows:

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Joint Venture Agreement

5. Donations and distribution: Service Provider shall be compensated Ten percent (10%) of the donations on all: Cash, check, wire transfers as it relates to donations and CD's, DVD, Video, SACD, downloads and any other media platform that could be considered as final agreed upon products of Peace Initiator products located in Product Agreement contract. Service Provider shall be compensated by the granting of a Ten percent (10%) interest of the appraised value of the non-cash donations in such items as Real Estate, Cars, Boats, Buses, and other non-cash donation received by partnership. Service Provider shall retain Ten percent (10%) of the donation on all products Service Provider sales for Peace Initiator via website, point of sale, landing pages, Banner advertisements, infomercials, and any other sales/donation outlet that is employed and provided by Peace Initiator requiring tax exempt status and included in Product Agreement contract. Real Estate donations will be secured by Deed of Trust and Note Payable and will be included in and at the close of Escrow or the Closing Table depending on what state the transaction commence. There will be no amortization, no interest due, or due date applicable to transaction. Note is payable upon selling or exchange of such property or upon the Peace Initiators compensating of the value of the Note Payable to Service Provider. Upon such time Service Provider will issue a Deed of Reconveyance to Peace Initiator. 7. Setup Fees: Service Provider will receive $249.00 setup fee. Set up fees include but is not limited to the integration of Music, Video and DVD, books, pamphlets and other things catalog into Service Provider shopping cart database. This cost will cover the conversion of current available Music, Books, Video and DVD, clothing, supplies, merchandise, intellectual material and any other items included in Product Agreement contract. 8. Payment- It is the understanding of the parties involved, and the essence of this agreement that Service Provider shall: (a) Pay promptly and release all amounts due Peace Initiator in accordance with terms of donation to Peace Initiator shall be paid every upon receipt of funds. Service Provider shall wire payment to Peace Initiators designated account or Peace Initiator shall have access to funds via signature authority to joint GPCS designated Bank Accounts designed exclusively with and for Peace Initiator. (b) Furnish, at Peace Initiators request, a detailed reconcilement of Service Provider statement of account with Service Provider records, listing all differences, and showing net amount distributor acknowledges to be due Peace Initiator. 9. Transaction Fee: There is a Thirty cent (.30) minimum transaction fee for every transaction process through the merchant services such as the internet and/or merchant machine, which is subject to change with vendor and market conditions.
10. Confidentiality: Non-Competition

(a)

Peace Initiator agrees to keep all information regarding Service Provider business activities, sales figures and other trade secrets confidential and to not disclose any proprietary information to any third part other than Peace Initiator employees, production crew and Peace Initiator authorized distributors, without the prior written consent of Service Provider
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Joint Venture Agreement

(b)

For the purpose of direct response television marketing of the Product. Service Provider agrees not to make any contact with, deal with, call or otherwise be involved in any company, corporation, station broadcast network, cable company, introduced or utilized by Peace Initiator, in regards to this contract, during the term of this agreement without GPCS written consent.

11.Term. This agreement shall be for a term not to exceed (36) months commencing on the date hereof. Exclusivity. For the term of this agreement, Service Provider shall have exclusive rights as the E-commerce solutions provider as outlined in, Sections 1thru 13 of this agreement. 12. OBLIGATION UPON TERMINATION- Upon termination of this agreement Peace Initiator shall cease to be authorized to sale Service Provider products and Service Provider shall cease to be authorized to sale Peace Initiator products and: (a) All amounts owed by Service Provider to Peace Initiator shall, not withstanding prior terms of sale, become immediately due and payable. (b) All unshipped resell orders shall be canceled without liability of either party to the other. (c) Neither party shall be liable to the other because of such termination for compensation, reimbursement or damage on account of the loss of prospective profit or anticipated sales, or on account of expenditures, investments, leases, or commitments in connection with the business or good will of Service Provider or the Peace Initiator or for any other reason whatsoever growing out of such termination. 13. USE OF NAME PROHIBITED AFTER TERMINATION - Upon expiration/termination of this agreement, Peace Initiator will remove and not thereafter use any sign containing the name and trademark Service Provider or any other trademark owned by seller and immediately destroy all stationary, advertising matter and other printed matter in its possession or under its control containing the word Service Provider or such other trademarks. Peace Initiator will not at any time after such termination use or permit any such trademark to be used in any manner in connection with any business conducted by it or in which it may have interest, or otherwise whatsoever as descriptive of or referring to anything other than merchandise or products of Service Provider. Regardless of the cause of termination, Peace Initiator will immediately take all appropriate steps to remove and cancel its listings in telephone books, and other directories, and public records, or elsewhere which contain the name Service Provider or other such trademarks. If Peace Initiator fails to obtain such removals or cancellations promptly. Service Provider may make application for such removals or cancellations on behalf of Peace Initiator and in Peace Initiator' name and in such event Peace Initiator will render every assistance. 14. Mediation. The parties agree to negotiate in good faith in an effort to resolve any dispute between the parties. If the dispute cannot be resolved by negotiations, the dispute will be submitted to mediation before any other step. Choice of mediator and fees will be equally shared by the parties. 15. Venue and Attorneys Fees. Venue shall be the State of California. Prevailing party in any litigation shall be awarded reasonable attorneys fees and court costs

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Joint Venture Agreement

16. Entire Agreement. This Agreement represents the entire Agreement between the parties and supersedes all prior oral and written arrangements and agreements. This agreement is subject to Internal Revenue Codes 1771, 6700, 6701, 1828, 4122pc and both parties shall abide by these rules. This agreement may not be modified or amended, except by further written instrument or by an amendment to this Agreement signed by each of the parties hereto.

IN WITNES WHEREOF, the parties hereto have set their hand effective the day and year first above written. Peace Initiator By ________________________ Title:______________________ Service Provider PDO: _______________________ Supervisor: __________________ Global Peace Commerce Solutions Date: _____________

Date: ____________

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