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Biolargo, Inc. – ‘10KSB’ for 12/31/02 – EX-10.5

On: Friday, 5/23/03, at 9:08am ET · For: 12/31/02 · Accession #: 1144204-3-2812 · File #: 0-19709

Previous ‘10KSB’: ‘10KSB’ on 4/12/02 for 12/31/01 · Next: ‘10KSB’ on 11/16/04 for 12/31/03 · Latest: ‘10KSB/A’ on 3/10/08 for 12/31/06 · 31 References:

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/23/03  Biolargo, Inc.                    10KSB      12/31/02   15:591K                                   Vintage/FA

Annual Report — Small Business — Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       73    399K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      2±     9K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws      1      7K 
 4: EX-3.5      Articles of Incorporation/Organization or By-Laws      9     49K 
 9: EX-10.10    Material Contract                                     18     52K 
10: EX-10.11    Material Contract                                     14     56K 
11: EX-10.12    Material Contract                                     16     47K 
12: EX-10.13    Material Contract                                     14     47K 
13: EX-10.14    Material Contract                                     20     46K 
 5: EX-10.3     Material Contract                                     12     56K 
 6: EX-10.4     Material Contract                                     11     56K 
 7: EX-10.5     Material Contract                                     27    111K 
 8: EX-10.6     Material Contract                                      6     21K 
14: EX-21.1     Subsidiaries of the Registrant                         1      7K 
15: EX-99.1     Miscellaneous Exhibit                                  1      8K

EX-10.5 — Material Contract
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Article I Formation of Limited Liability Company Article Iii Contributions to Capital; Issuance of Shares Article Ii Membership Article Iv Responsibilities of the Joint Venturers Article Ix Accounting and Records ARTICLE VII action by Members Article Viii Notices Article Vi Officers Article V Management Article X Allocations Article Xi Distributions Article Xiii Termination Article Xii Transfer of Membership Article Xiv Definitions Article Xv Miscellaneous NuWay sports medicine ventures llc Officers 10.1 Allocation of Net Income or Net Loss 10.2 Time of Allocations 10.3 Special Tax Provisions 11.1 Distribution Shares 11.2 Tax Distributions 11.3 Quarterly Profit Distributions 11.4 Distributions in Kind 11.5 Restriction on Distributions and Withdrawals 1.1 Formation and Effective Date of Agreement 12.1 Right of First Refusal 12.2 Transfer 12.4 Admission of Transferee 1.2 Name and Principal Place of Business 13.1 Termination 13.2 Effect of Bankruptcy, Death, etc 13.3 Winding Up and Certificate of Cancellation 13.4 Distribution of Property 1.3 Agent for Service of Process 14.1 Definitions 1.4 Agreement 15.10 Notices 15.11 Severability 15.12 Counterparts 15.13 Entire Agreement 15.14 No Third Party Beneficiary 15.15 Preparation of Agreement 15.16 Acknowledgement of Risk 15.17 Public Disclosure of Information 15.1 Amendment 15.2 Power of Attorney 15.3 Legends 15.4 Withholding Taxes 15.5 Further Assurances 15.6 Binding Effect 15.7 Governing Law 15.8 Choice of Forum 15.9 Attorneys' Fees 1.5 Business 1.6 Definitions 2.1 Members 2.2 Representations and Warranties 2.4 Resignation or Withdrawal of a Member 3.1 LLC Shares 3.2 Contributions 3.3 Issuance of Shares; Percentage Ownership of Members 4.1 Responsibilities of NuWay 4.2 Responsibilities of KA NuWay 4.3 Joint Responsibilities 5.1 Management by Managers 5.2 Authority of Managers 5.4 Unanimous Approval Required 5.5 Meetings 5.6 Action without Meeting 5.7 Tax Matters Partner 5.8 Telephonic Participation 5.9 Compensation of Managers 6.1 Officers 6.2 Election of Officers 6.3 Compensation of Officers 6.5 Duties of Chief Financial Officer 6.6 Duties of Secretary 7.1 Meetings of Members 7.2 Calling Meetings 7.4 Voting Rights 7.5 Action without Meeting 7.6 Telephonic Participation 8.1 Notices 8.2 Waiver of Notice 9.1 Financial and Tax Reporting 9.2 Books and Records 9.3 Tax Returns
1	1st Page - Filing Submission
2	NuWay sports medicine ventures llc
6	Article I Formation of Limited Liability Company
"	1.1 Formation and Effective Date of Agreement
"	1.2 Name and Principal Place of Business
"	1.3 Agent for Service of Process
"	1.4 Agreement
"	1.5 Business
"	1.6 Definitions
7	Article Ii Membership
"	2.1 Members
"	2.2 Representations and Warranties
8	2.4 Resignation or Withdrawal of a Member
"	Article Iii Contributions to Capital; Issuance of Shares
"	3.1 LLC Shares
"	3.2 Contributions
"	3.3 Issuance of Shares; Percentage Ownership of Members
9	Article Iv Responsibilities of the Joint Venturers
"	4.1 Responsibilities of NuWay
"	4.2 Responsibilities of KA NuWay
"	4.3 Joint Responsibilities
"	Article V Management
"	5.1 Management by Managers
"	5.2 Authority of Managers
10	5.4 Unanimous Approval Required
11	5.5 Meetings
"	5.6 Action without Meeting
"	5.7 Tax Matters Partner
"	5.8 Telephonic Participation
"	5.9 Compensation of Managers
"	Article Vi Officers
"	Officers
"	6.1 Officers
"	6.2 Election of Officers
"	6.3 Compensation of Officers
12	6.5 Duties of Chief Financial Officer
"	6.6 Duties of Secretary
"	ARTICLE VII action by Members
"	7.1 Meetings of Members
"	7.2 Calling Meetings
13	7.4 Voting Rights
"	7.5 Action without Meeting
"	7.6 Telephonic Participation
"	Article Viii Notices
"	8.1 Notices
14	8.2 Waiver of Notice
"	Article Ix Accounting and Records
"	9.1 Financial and Tax Reporting
"	9.2 Books and Records
"	9.3 Tax Returns
"	Article X Allocations
"	10.1 Allocation of Net Income or Net Loss
15	10.2 Time of Allocations
"	10.3 Special Tax Provisions
16	Article Xi Distributions
"	11.1 Distribution Shares
"	11.2 Tax Distributions
"	11.3 Quarterly Profit Distributions
"	11.4 Distributions in Kind
"	11.5 Restriction on Distributions and Withdrawals
17	Article Xii Transfer of Membership
"	12.1 Right of First Refusal
"	12.2 Transfer
18	12.4 Admission of Transferee
"	Article Xiii Termination
"	13.1 Termination
"	13.2 Effect of Bankruptcy, Death, etc
"	13.3 Winding Up and Certificate of Cancellation
"	13.4 Distribution of Property
19	Article Xiv Definitions
"	14.1 Definitions
20	Article Xv Miscellaneous
"	15.1 Amendment
"	15.2 Power of Attorney
21	15.3 Legends
"	15.4 Withholding Taxes
"	15.5 Further Assurances
"	15.6 Binding Effect
"	15.7 Governing Law
"	15.8 Choice of Forum
"	15.9 Attorneys' Fees
22	15.10 Notices
"	15.11 Severability
"	15.12 Counterparts
"	15.13 Entire Agreement
23	15.14 No Third Party Beneficiary
"	15.15 Preparation of Agreement
"	15.16 Acknowledgement of Risk
"	15.17 Public Disclosure of Information

EX-10.5 1st Page of 27 TOC ↑Top Previous Next ↓Bottom Just 1st
 
Exhibit 10.5                                                                    

 JOINT VENTURE AGREEMENT

 BETWEEN

 NUWAY MEDICAL, INC.

 AND

 KENYON RASHEED,
 DOING BUSINESS AS
 RASHEED AND ASSOCIATES,

 WITH REGARD TO THE FORMATION OF

 NUWAY SPORTS MEDICINE VENTURES LLC,
A CALIFORNIA LIMITED LIABILITY COMPANY

DECEMBER 1, 2002

EX-10.5 2nd Page of 27 TOC 1st Previous Next ↓Bottom Just 2nd
                                                        [Enlarge/Download Table]


                                       iii                                                                         

                       NUWAY SPORTS MEDICINE VENTURES LLC                                                          

                                TABLE OF CONTENTS                                                                  

                                                                                                               PAGE
                                                                                                                   

ARTICLE I FORMATION OF LIMITED LIABILITY COMPANY..................................................................2
         1.1      Formation and Effective Date of Agreement.......................................................2
         1.2      Name and Principal Place of Business............................................................2
         1.3      Agent for Service of Process....................................................................2
         1.4      Agreement.......................................................................................2
         1.5      Business........................................................................................2
         1.6      Definitions.....................................................................................2
         1.7      Term............................................................................................3

ARTICLE II MEMBERSHIP.............................................................................................3
         2.1      Members.........................................................................................3
         2.2      Representations and Warranties..................................................................3
         2.3      Additional Members..............................................................................4
         2.4      Resignation or Withdrawal of a Member...........................................................4

ARTICLE III CONTRIBUTIONS TO CAPITAL; ISSUANCE OF SHARES..........................................................4
         3.1      LLC Shares......................................................................................4
         3.2      Contributions...................................................................................4
         3.3      Issuance of Shares; Percentage Ownership of Members.............................................4
         3.4      Record of Capital Account.......................................................................5

ARTICLE IV RESPONSIBILITIES OF THE JOINT VENTURERS................................................................5
         4.1      Responsibilities of NuWay.......................................................................5
         4.2      Responsibilities of KA NuWay....................................................................5
         4.3      Joint Responsibilities..........................................................................5

ARTICLE V MANAGEMENT..............................................................................................5
         5.1      Management by Managers..........................................................................5
         5.2      Authority of Managers...........................................................................5
         5.3      Approval Generally Required.....................................................................6
         5.4      Unanimous Approval Required.....................................................................6
         5.5      Meetings........................................................................................7
         5.6      Action without Meeting..........................................................................7
         5.7      Tax Matters Partner.............................................................................7
         5.8      Telephonic Participation........................................................................7
         5.9      Compensation of Managers........................................................................7

ARTICLE VI OFFICERS...............................................................................................7
         6.1      Officers........................................................................................7
         6.2      Election of Officers............................................................................7
         6.3      Compensation of Officers........................................................................7
         6.4      Duties of President.............................................................................8
         6.5      Duties of Chief Financial Officer...............................................................8
         6.6      Duties of Secretary.............................................................................8

                                      i                                                                            

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ARTICLE VII action by Members.....................................................................................8
         7.1      Meetings of Members.............................................................................8
         7.2      Calling Meetings................................................................................8
         7.3      Quorum..........................................................................................9
         7.4      Voting Rights...................................................................................9
         7.5      Action without Meeting..........................................................................9
         7.6      Telephonic Participation........................................................................9

ARTICLE VIII NOTICES..............................................................................................9
         8.1      Notices.........................................................................................9
         8.2      Waiver of Notice...............................................................................10

ARTICLE IX ACCOUNTING AND RECORDS................................................................................10
         9.1      Financial and Tax Reporting....................................................................10
         9.2      Books and Records..............................................................................10
         9.3      Tax Returns....................................................................................10

ARTICLE X ALLOCATIONS............................................................................................10
         10.1     Allocation of Net Income or Net Loss...........................................................10
         10.2     Time of Allocations............................................................................11
         10.3     Special Tax Provisions.........................................................................11

ARTICLE XI DISTRIBUTIONS.........................................................................................12
         11.1     Distribution Shares............................................................................12
         11.2     Tax Distributions..............................................................................12
         11.3     Quarterly Profit Distributions.................................................................12
         11.4     Distributions in Kind..........................................................................12
         11.5     Restriction on Distributions and Withdrawals...................................................12

ARTICLE XII TRANSFER OF MEMBERSHIP...............................................................................13
         12.1     Right of First Refusal.........................................................................13
         12.2     Transfer.......................................................................................13
         12.3     Transfer Void..................................................................................14
         12.4     Admission of Transferee........................................................................14

ARTICLE XIII TERMINATION.........................................................................................14
         13.1     Termination....................................................................................14
         13.2     Effect of Bankruptcy, Death, etc...............................................................14
         13.3     Winding Up and Certificate of Cancellation.....................................................14
         13.4     Distribution of Property.......................................................................14

ARTICLE XIV DEFINITIONS..........................................................................................15
         14.1     Definitions....................................................................................15

                                       ii                                                                          

EX-10.5 4th Page of 27 TOC 1st Previous Next ↓Bottom Just 4th
ARTICLE XV MISCELLANEOUS.........................................................................................16
         15.1     Amendment......................................................................................16
         15.2     Power of Attorney..............................................................................16
         15.3     Legends........................................................................................17
         15.4     Withholding Taxes..............................................................................17
         15.5     Further Assurances.............................................................................17
         15.6     Binding Effect.................................................................................17
         15.7     Governing Law..................................................................................17
         15.8     Choice of Forum................................................................................17
         15.9     Attorneys' Fees................................................................................17
         15.10    Notices........................................................................................18
         15.11    Severability...................................................................................18
         15.12    Counterparts...................................................................................18
         15.13    Entire Agreement...............................................................................18
         15.14    No Third Party Beneficiary.....................................................................19
         15.15    Preparation of Agreement.......................................................................19
         15.16    Acknowledgement of Risk........................................................................19
         15.17    Public Disclosure of Information...............................................................19

EXHIBIT A         ARTICLES OF ORGANIZATION                                                                         

EXHIBIT B         CONSULTING AGREEMENT                                                                             

EXHIBIT C         BUSINESS PLAN                                                                                    


iii 

EX-10.5 5th Page of 27 TOC 1st Previous Next ↓Bottom Just 5th
NuWay sports medicine ventures llc

 JOINT VENTURE AGREEMENT

                  THIS JOINT VENTURE  AGREEMENT is made as of the date mentioned
above, by and between,  Kenyon Rasheed, doing business as Rasheed and Associates
("KA"), and NUWAY MEDICAL, INC., ("Nuway") a Delaware corporation, as members of
NuWay Sports Medicine Ventures LLC, a California  limited liability company (the
"JV" or the "LLC").                                                             

RECITALS

                  A........KA   has  been  a  development   stage  business  for
approximately  eighteen  months and has developed key contacts,  a business plan
attached hereto and  incorporated  by reference,  key vendor  relationships  and
numerous  prospective  customers who have  expressed a willingness to enter into
contractual arrangements with the newly formed Joint Venture.                   

                  B........Nuway is a healthcare company in the medical products
and  devices  business,  the main  focus is  bringing  real world  solutions  to
healthcare providers. The company prides itself on its technological innovations
and applications.  The company also acquires  healthcare  services  companies to
take advantage of economies of scale and vertical market opportunities.  It is a
public company traded under the symbol: NMED.                                   

                  C.  .....KA  in its  search to  pursue  its  business  plan is
bringing  Nuway into the  project  by  agreeing  to enter  into a joint  venture
agreement  with Nuway.  The intent of the parties is to work  together to profit
from the newly formed Joint Venture.                                            

                  D........As  a part of this new joint  venture  between KA and
Nuway,  Nuway is  agreeing  to  guaranty  for KA, the  payment of cash or freely
traded  shares of stock in Nuway  pursuant  to a  Consulting  Agreement,  by and
between Nuway and KA, which is attached hereto and incorporated by reference and
in exchange for each parties  ongoing  contribution  to the success of the joint
venture as described herein.                                                    

                  E........In  furtherance  of these  objectives,  KA and  Nuway
agrees  to form a  California  limited  liability  company  named  Nuway  Sports
Medicine  Ventures,  hereinafter  referred to as the  ("JV"),  which among other
products  will  include a system  referred to as NuWay  Medicals  Player  Record
Library System, which the JV will trademark as appropriate, and each party shall
contribute  it's  intellectual  property  and any and all  related  assets to in
exchange for it's ownership of the newly formed JV, which shall be allocated 49%
to KA and  51% to  Nuway.  This  Joint  Venture  Agreement  shall  serve  as the
Operating Agreement required by California Corporation's code section 17050(a). 

EX-10.5 6th Page of 27 TOC 1st Previous Next ↓Bottom Just 6th
                  NOW  THEREFORE,   in  addition  to  the   representations  and
agreements  contained above, for good and valuable  consideration do the parties
hereto agree as follows:                                                        

ARTICLE I 

FORMATION OF LIMITED LIABILITY COMPANY

1.1 FORMATION AND EFFECTIVE  DATE OF AGREEMENT.  The Members have formed the LLC
pursuant  to the  Beverly-Killea  Limited  Liability  Company Act (the "ACT") on
December  1,  2002  by  causing  Articles  of  Organization  conforming  to  the
requirements of the Act attached hereto as EXHIBIT A to be filed with the office
of the Secretary of State of the State of California.                           

1.2 NAME AND PRINCIPAL PLACE OF BUSINESS. Unless and until amended in accordance
with  this  Agreement  and the Act,  the name of the LLC will be  "NuWay  sports
medicine ventures llc." The principal place of business of the LLC in California
shall initially be 23461 South Pointe Drive, Suite 200, Laguna Hills,  92653, or
in such  other  place or places as the  Managers  from time to time  unanimously
determine.                                                                      

1.3 AGENT FOR SERVICE OF PROCESS. Until such time as the Managers have appointed
a different person to act in the State of California as the agent of the LLC for
service  of  process,  the LLC's  agent for  service  of process in the State of
California shall be as set forth in the Articles of Organization.               

1.4 AGREEMENT. For and in consideration of the mutual covenants herein contained
and for other good and valuable  consideration,  the receipt and  sufficiency of
which is hereby acknowledged,  the Members executing this Agreement hereby agree
to the terms and  conditions of this  Agreement,  as it may from time to time be
amended.  It is the express  intention of the parties hereto that this Agreement
shall be the sole  statement of agreement  among them with respect to this joint
venture,  and,  except to the extent a  provision  of this  Agreement  expressly
incorporates  federal  income tax rules by  reference to sections of the Code or
Treasury  Regulations or is expressly  prohibited or ineffective  under the Act,
the Agreement  shall govern even when  inconsistent  with or different  from the
provisions of the Act or any other law or rule.  It is the express  intention of
the parties hereto that this Agreement  fulfill the  requirement of corporations
code  section  17050(a).  To  the  extent  any  provision  of the  Agreement  is
prohibited  or  ineffective  under the Act, the  Agreement  shall be  considered
amended to the smallest degree possible in order to make the agreement effective
under the Act. In the event the Act is  subsequently  amended or  interpreted in
such a way to make  valid  any  provision  of the  Agreement  that was  formerly
invalid,  such provision shall be considered to be a part of this Agreement from
and after the date of such interpretation or amendment.                         

1.5 BUSINESS.  The purpose of the LLC is to engage in any lawful act or activity
for which an LLC may be organized under the Act, provided that the LLC shall not
engage in the practice of any  profession  requiring a license under the laws of
the State of California without first obtaining such license.  The joint venture
contemplated  by  the  parties  for  the  formation  of  the  LLC  involves  the
development,  production, marketing and distribution of a medical device produce
to be used by  professional  and  amateur  sports  organizations,  as more fully
described in the business plan attached as Exhibit "C".                         

1.6  DEFINITIONS.  Terms not otherwise  defined in this Agreement shall have the
meanings set forth in Article XIV.                                              

2     

EX-10.5 7th Page of 27 TOC 1st Previous Next ↓Bottom Just 7th
1.7 TERM.  The term of the LLC shall  begin upon the filing of the  Articles  of
Organization  and shall continue until November 30, 2102 unless its existence is
sooner terminated pursuant to Articles XII or XIII of this Agreement.           

ARTICLE II

MEMBERSHIP

2.1  MEMBERS.  The Members of the LLC are NuWay and KA, each of whom is admitted
to the LLC as a Member as of the date this Agreement becomes effective.         

2.2 REPRESENTATIONS  AND WARRANTIES.  Each Member hereby represents and warrants
to the LLC and each other Member as follows:                                    

(a) AUTHORIZATION.  If the Member is an organization, that it is duly organized,
validly  existing,  and  in  good  standing  under  the  law  of  its  state  of
organization  and that it has full power and authority to execute and enter into
this  Agreement  and to perform its  obligations  hereunder and that all actions
necessary for the due authorization, execution, delivery and performance by that
Member of this Agreement have been duly taken.                                  

(b) COMPLIANCE WITH OTHER INSTRUMENTS.  The Member's  authorization,  execution,
delivery,  and  performance  of this  Agreement do not  conflict  with any other
agreement or arrangement to which such Member is a party or by which it or he is
bound.                                                                          

(c) PURCHASE  ENTIRELY FOR OWN ACCOUNT.  The Member is acquiring his interest in
the LLC for the Member's own account for investment purposes only and not with a
view  to or for  the  resale,  distribution,  subdivision  or  fractionalization
thereof  and  has  no  contract,   understanding,   undertaking,   agreement  or
arrangement  of any kind  with any  Person  to sell,  transfer  or pledge to any
Person his  interest or any part  thereof nor does such Member have any plans to
enter into any such agreement.                                                  

(d) INVESTMENT EXPERIENCE.  By reason of their business or financial experience,
the Members have the capacity to protect their own interests in connection  with
the  transactions  contemplated  hereunder,  are  able to bear  the  risks of an
investment  in the LLC, and at the present time could afford a complete  loss of
such investment.                                                                

(e) DISCLOSURE OF INFORMATION. The Member is aware of the LLC's business affairs
and financial condition and has acquired sufficient information about the LLC to
reach an informed and knowledgeable decision to acquire an interest in the LLC. 

(f) FEDERAL AND STATE  SECURITIES  LAWS.  Assuming  federal and state securities
laws apply to the interests  described herein, the Member  acknowledges that the
interests have not been registered under the Securities Act of 1933 or any state
securities  laws,  inasmuch  as they are being  acquired  in a  transaction  not
involving  a public  offering,  and,  under  such  laws,  may not be  resold  or
transferred by the Member without  appropriate  registration or the availability
of  an  exemption  from  such  requirements.  In  this  connection,  the  Member
represents  that it is familiar  with SEC Rule 144, as presently in effect,  and
understands the resale limitations  imposed thereby and by the Securities Act of
1933.                                                                           

3 

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2.3 ADDITIONAL  MEMBERS.  Additional Persons may be issued Shares of the LLC and
admitted  to the LLC as  Members  at  whatever  times  and upon  such  terms and
conditions  as  the  Managers  may  unanimously  determine.   The  admission  of
additional  Members  shall be effected by  amendment  of this  Agreement  by the
unanimous consent of all Members.                                               

2.4  RESIGNATION  OR  WITHDRAWAL  OF A MEMBER.  Subject  to the  provisions  for
transfer  contained  in Article XI, no Member  shall have the right to resign or
withdraw  from  membership  in the LLC or withdraw  his interest in the capital,
except as may be approved unanimously by the Members.                           

ARTICLE III 

CONTRIBUTIONS TO CAPITAL; ISSUANCE OF SHARES

3.1 LLC SHARES.  Ownership of the LLC shall be divided into and  represented  by
shares of the LLC (the  "Shares").  The total  number of Shares which the LLC is
authorized to issue is one thousand (1,000).  Additional Shares may from time to
time be authorized, and the Shares may from time to time be divided into classes
and series,  as  unanimously  agreed upon by the  Members  and as  evidenced  by
amendment of this Agreement.                                                    

3.2  CONTRIBUTIONS.  Contemporaneously  with or forthwith after the execution of
this Agreement, each Member shall contribute assets to the capital of the LLC as
set  forth  below.   No  Member  shall  be  required  to  make  any   additional
contributions  to the capital of the LLC,  except as may be  unanimously  agreed
upon by the Members.                                                            

                  (a)......NuWay  shall  contribute  its  resources  and project
management abilities, and its access to capital to fund the growth of the JV;   

(b) KA shall contribute business and strategic plans, and marketing,  sales, and
customer  services to the LLC, as more  particularly  described  in a consulting
agreement substantially in the form attached hereto as EXHIBIT B, to be executed
by and between NuWay and KA;                                                    

3.3 ISSUANCE OF SHARES;  PERCENTAGE  OWNERSHIP  OF MEMBERS.  In exchange for the
initial  contributions to capital by the Members  pursuant to this Section,  the
LLC shall issue the following shares:                                           

(a) NuWay shall be issued 510 Shares (making its percentage ownership of the LLC
51%),                                                                           

(b) KA shall be issued 490 Shares  (making his  percentage  ownership of the LLC
49%),                                                                           

                  Certificates shall not be issued for the Shares, unless deemed
necessary and appropriate by the Managers or Members.  Unless  certificates  are
issued,  ownership of the Shares shall be evidenced by the  allocation of Shares
to each Member in this Agreement.                                               

-4- 

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3.4 RECORD OF CAPITAL  ACCOUNT.  The Managers shall keep a record which shall be
maintained  with the books and records of the LLC of the  Capital  Contributions
and Capital Account of each Member, and, if certificates for Shares are issued a
ledger of Share issuances and transfers.                                        

ARTICLE IV

 RESPONSIBILITIES OF THE JOINT VENTURERS

4.1 RESPONSIBILITIES OF NUWAY. In addition to its contribution as stated herein,
Nuway shall be responsible for the project  management  duties relating to newly
acquired  customers,  vendor selection  support and management and all financial
and corporate  management duties of the JV, including those described on Exhibit
"C".                                                                            

4.2  RESPONSIBILITIES  OF KA NUWAY.  In addition to its  contribution  as stated
herein,  KA shall be responsible for all marketing,  sales, and customer service
functions of the JV, as more fully described in Exhibit "B", attached hereto and
incorporated by reference.                                                      

4.3  JOINT   RESPONSIBILITIES.   In  addition  to  the  other   obligations  and
responsibilities outlined herein, NuWay and KA shall develop quarterly operating
budgets and shall be obligated to remain within those operating budgets.  To the
extent  either party  exceeds the amount  allocated to said party in the jointly
developed  budgets,  and in  the  absence  of any  other  agreement,  the  party
exceeding  the  amount  allocated  to it in the  budget  shall be  obligated  to
contribute  cash to  cover  the  overage  incurred  by the JV,  which  shall  be
allocated to capital  contribution,  and shall not be repayable by the JV to the
party making the contribution.                                                  

ARTICLE V 

MANAGEMENT

5.1 MANAGEMENT BY MANAGERS.  The LLC shall be managed and controlled by Managers
(the "BOARD OF MANAGERS")  who need not be Members of the LLC. Four Managers are
authorized by this Agreement,  two of whom may be appointed by NuWay, in NuWay's
sole and  absolute  discretion,  and two of whom may be appointed by KA, in KA's
sole and absolute discretion.  Two individuals are hereby appointed to the Board
of  Managers  at this  time:  Dennis  Calvert,  appointed  by NuWay,  and Kenyon
Rasheed, appointed by KA.                                                       

                  The persons  serving as Managers may be removed or replaced at
any time,  and the  number  of  Managers  authorized  may be  amended,  with the
unanimous approval of the Members. Each time a Manager withdraws,  is removed or
otherwise ceases to be a Manager, or there is a vacancy on the Board of Managers
for any other reason,  the remaining Managers shall promptly notify the Members,
who shall  elect a new  Manager  to fill such  vacancy.  If the  Members  cannot
unanimously  agree on a  Manager  to fill a  vacancy,  the spot on the  Board of
Managers  shall remain vacant until the Members can  unanimously  agree on a new
Manager.                                                                        

5.2 AUTHORITY OF MANAGERS. The business of the LLC shall be managed by and under
the direction of the Board of Managers,  who may exercise all such powers of the
LLC and do all such  lawful  acts and  things  as are not by  statute  or by the
Articles  of  Organization  or by this  Agreement  directed  or  required  to be
exercised or done by the Members.  It is intended  that the powers and authority
of the Board of  Managers  shall be  substantially  the same as the  powers  and
authority of directors  of a  corporation  formed under the laws of the State of
California.                                                                     

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5.3 APPROVAL  GENERALLY  REQUIRED.  Unless the Act or this Agreement  requires a
greater  number,  all actions of the  Managers  shall  require the approval of a
majority of the Board of Managers.                                              

5.4  UNANIMOUS  APPROVAL  REQUIRED.  In  addition  to other  provisions  of this
Agreement  that  require the  unanimous  vote of all  Managers to take action on
behalf of the LLC,  the  following  actions  cannot be taken by the  Managers on
behalf of the LLC without the unanimous consent of all Managers:                

(a) Any amendments to this Agreement or the Articles of Organization of the LLC.

(b) (i) a liquidation,  dissolution or other reorganization of the LLC, (ii) the
acquisition of the LLC by another  entity by means of any  transaction or series
of related  transactions  (including,  without  limitation,  any reorganization,
merger or consolidation),  or (iii) the sale of ten percent (10%) or more of the
assets of the LLC in a single transaction or series of related transactions (all
such transactions described in these clauses (ii) and (iii), a "COMPANY SALE"). 

(c) The  acquisition by the LLC of another entity by means of any transaction or
series   of   related   transactions   (including,   without   limitation,   any
reorganization,  merger or consolidation),  or the purchase of assets of another
entity in a transaction  or series of  transactions  whose value is greater than
ten  percent  (10%) of the value of the assets of the LLC  measured  immediately
prior to any such asset  purchase (all  transactions  in this  paragraph  (c), a
"COMPANY ACQUISITION").                                                         

(d) The issuance of any debt or equity  securities of the LLC, the incurrence of
any  debt by the  LLC,  or the  making  or  repayment  by the LLC of any  loans,
advances or guarantees.                                                         

(e) The  establishment  of the LLC's annual  operating  budgets and any material
changes to those budgets.                                                       

(f) The  payment of any  salaries,  fees,  bonuses,  benefits  or other forms of
remuneration  to directors,  officers,  employees or  consultants  to the LLC in
excess of amounts  specifically set forth in employment  agreements  approved by
the unanimous  vote of the Managers or in the operating  budget  approved by the
unanimous vote of the Managers.                                                 

(g) The  authorization or payment of any dividends or other LLC distributions or
the cancellation, redemption or repurchase of any Shares of the LLC.            

(h) Any  material  change in the business of the LLC, in the name of the LLC, or
the engagement in any business activity other than the LLC's current business.  

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(i) The creation of any  subsidiary of the LLC, or, after  creating a subsidiary
with the unanimous approval of the Managers,  the taking of any of the foregoing
actions in this Section 4.4 with respect to such subsidiary.                    

5.5  MEETINGS.  The  Managers  of the LLC may hold  meetings,  both  regular and
special,  either within or outside the State of California.  The meetings may be
held at such  time  and  place  as  shall  be  specified  in a  notice  given as
hereinafter  provided  at least two (2) days in advance of such  meeting,  or as
shall be specified in a written  waiver signed by all of the  Managers.  Regular
meetings of the  Managers  may be held  without  notice at such time and at such
place as shall from time to time be determined by the Managers.                 

5.6 ACTION WITHOUT MEETING.  Any action required or permitted to be taken by the
Managers  may be taken  without a meeting,  if all Managers  consent  thereto in
writing, and the writing or writings are filed with the books and records of the
LLC.                                                                            

5.7 TAX MATTERS PARTNER.  The Members hereby authorize the Managers to designate
from time to time one of the Managers to act as the tax matters partner pursuant
to Code Section 6231(a)(7).                                                     

5.8  TELEPHONIC  PARTICIPATION.  Any Manager  shall have the right to attend any
properly called and convened meeting by means of telephonic communications which
permit each person attending the meeting, in person or by telephone, to hear and
speak to each other person so present.                                          

5.9  COMPENSATION  OF MANAGERS.  Unless  otherwise  unanimously  approved by the
Members,  the Managers shall not be entitled to any compensation for services or
activities  undertaken  in their  capacity  as a  Manager  of the LLC,  but each
non-employee Manager shall be entitled to be reimbursed in full for any costs or
expenses reasonably incurred in performing the functions of a Manager hereunder.

ARTICLE VI

OFFICERS

6.1  OFFICERS.  The  officers  of the LLC  shall  include a  President,  a Chief
Financial  Officer and a Secretary to be appointed by the unanimous  vote of the
Managers.  The Managers acting by unanimous vote of the may create other offices
and elect  persons to hold such  other  offices  as they deem  appropriate.  Any
number of offices  may be held by the same  person.  The duties of any  officers
other than the President shall be established from time to time by the acting by
unanimous  vote of the  Managers  or by the  President  acting  under  authority
granted by the Managers acting by unanimous vote.                               

6.2  ELECTION OF  OFFICERS.  Each  officer  shall hold office for such terms and
shall  exercise such powers and perform such duties as shall be determined  from
time to time by the Managers.                                                   

6.3 COMPENSATION OF OFFICERS.  Subject to any applicable  employment  agreement,
the salaries of all officers and agents of the LLC shall be reasonably  fixed by
the unanimous  vote of the Managers or by the President  acting under  authority
granted by the Managers voting unanimously.                                     

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6.4 DUTIES OF PRESIDENT.  The President shall be the chief executive  officer of
the LLC and, unless the Managers  acting by unanimous vote determine  otherwise,
shall  preside at all meetings of the Members.  He shall have general and active
management of the day-to-day  business and affairs of the LLC, which may include
serving as a member of the  management  of any  subsidiary of the LLC, and shall
see that all orders and resolutions of the Managers are carried into effect.    

6.5 DUTIES OF CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall be the
chief accounting officer of the LLC and shall be responsible for maintaining all
financial records of the LLC, and for preparing financial  statements of the LLC
(with the  assistance  of outside  independent  auditors,  as  prescribed by the
Managers).                                                                      

6.6 DUTIES OF SECRETARY.  The Secretary shall attend all meetings of the Members
and record all the  proceedings  of the  meetings of the Members in a book to be
kept for that  purpose.  He shall  give,  or cause to be  given,  notice  of all
meetings of the Members and special  meetings of the Members,  and shall perform
such other duties as may be prescribed by the Managers acting by unanimous vote.

ARTICLE VII                                                                     

 action by Members

7.1 MEETINGS OF MEMBERS. All meetings of the Members shall be held at such place
as may be fixed  from time to time by the  Managers  and stated in the notice of
the  meeting.  Meetings  of Members for any purpose may be held at such time and
place as shall be stated  in the  notice of the  meeting  or in a duly  executed
waiver of notice  thereof.  The Members are not required to meet  annually or at
any other  regular  interval,  but only when  necessary to approve  matters that
require  Member  approval  hereunder  or when a meeting is  otherwise  called as
provided herein.                                                                

7.2      CALLING MEETINGS.                                                      

(a) Meetings of the Members,  for any purpose or purposes,  may be called by the
Managers  and shall be called by the  President at the request in writing of any
Manager, or at the request in writing of any Member, provided that such Managers
or Members  shall have  stated with  specificity  the purpose or purposes of the
proposed special meeting.                                                       

(b) Written notice of a meeting stating the place,  date and hour of the meeting
and the purpose or purposes for which the meeting is called,  shall be given not
less than ten (10) nor more than sixty (60) days before the date of the meeting,
to each Member entitled to vote at such meeting.                                

(c)  Business  transacted  at any  meeting  of  Members  shall be limited to the
purposes stated in the notice.                                                  

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7.3      QUORUM.                                                                

(a) No less than a  majority  of the  holders  of all of the  Shares  issued and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy, shall constitute a quorum at a meeting of the Members for the transaction
of business,  except as otherwise provided by statute.  If such quorum shall not
be present or represented at any meeting of the Members, the Members entitled to
vote  thereat,  present in person or  represented  by proxy,  shall  adjourn the
meeting until a quorum shall be present or  represented.  If the  adjournment is
for more than thirty (30) days or if after the  adjournment a new record date is
fixed for the  adjourned  meeting,  a notice of the  adjourned  meeting shall be
given to each Member entitled to vote at the meeting.                           

(b) When a quorum is present at any meeting, only the vote of the holders of all
of the Shares  present in person or by proxy shall decide any  question  brought
before such meeting.                                                            

7.4      VOTING RIGHTS.                                                         
-------------                                                 

(a) Each Member shall be entitled to one (1) vote in person or by proxy for each
Share at every  meeting of the  Members.  No proxy  shall be voted after six (6)
months from its date unless the proxy  expressly  provides for a longer  period.
Notwithstanding  the above,  neither the assigning  Member nor the Transferee of
Shares  which  have been  assigned  shall have any right to a vote or votes with
respect to any assigned  Shares. A Member who has assigned some, but not all, of
his Shares of the LLC shall be treated as a Member and entitled to a vote on all
matters to the extent of his retained Shares of the LLC.                        

(b) In addition to the voting rights of the Members hereunder and under the Act,
Members holding all of the outstanding  Shares shall be required to approve at a
meeting or pursuant to Section 7.5 hereof (i) any  amendment to this  Agreement,
or (ii) any Company Sale or Company Acquisition.                                

7.5 ACTION WITHOUT MEETING.  Any action permitted or required to be taken at any
meeting  of Members of the LLC may be taken  without a  meeting,  without  prior
notice and without a vote, if a consent in writing,  setting forth the action so
taken,  shall be signed by Members holding all of the outstanding  Shares of the
LLC.                                                                            

7.6  TELEPHONIC  PARTICIPATION.  Any  Member  shall have the right to attend any
properly called and convened meeting by means of telephonic communications which
permit each person attending the meeting, in person or by telephone, to hear and
speak to each other person so present.                                          

ARTICLE VIII

 NOTICES

8.1  NOTICES.  Whenever  under  the  provisions  of the  Act,  the  Articles  of
Organization or this Agreement, notice is required to be given to any Member, it
shall not be construed to mean personal notice,  but such notice may be given in
writing,  by mail,  addressed to such Member at his or its address as it appears
on the records of the LLC with postage thereon prepaid, and such notice shall be

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deemed to be given two (2) days after the same shall be  deposited in the United
States mail.  Notice to Members may also be given by telegram or facsimile.  The
address of the Members on the  records of the LLC shall be as set forth  beneath
the signature of the Members on the signature page hereof,  until changed by any
Member on the records of the LLC by proper notice.                              

8.2 WAIVER OF NOTICE.  Whenever  any notice is  required  to be given  under the
provisions of the Act, the Articles of Organization or this Agreement,  a waiver
thereof in writing,  signed by the person or persons  entitled  to said  notice,
whether  before or after the time  stated  therein,  shall be deemed  equivalent
thereto.                                                                        

ARTICLE IX

ACCOUNTING AND RECORDS

9.1 FINANCIAL AND TAX REPORTING.  The LLC shall prepare its financial statements
in accordance with generally accepted accounting principles as from time to time
in effect  and shall  prepare  its  income tax  information  returns  using such
methods of accounting and tax year as the Managers deem necessary or appropriate
under  the Code and  Treasury  Regulations.  At the end of each  fiscal  quarter
(March 31, June 30,  September 30 and December 31), the Managers  shall cause to
be  prepared a detailed  accounting  of the  income and  expenses  of the LLC in
accordance  with  general  accepted  accounting  principles,  with  the year end
accounting  being  prepared  by  independent  auditors  selected by the Board of
Managers.                                                                       

9.2 BOOKS AND RECORDS.  Proper and complete  books of account and records of the
business of the LLC  (including  those books and records  identified  in Section
17058 of the Act) shall be kept under the  supervision  of the  Managers  at the
LLC's principal office and at such other place as designated by the Managers.   

9.3 TAX RETURNS. The Managers shall timely file a Federal income tax information
return and transmit to each Member a schedule showing such Member's distributive
Share of the LLC's income,  deductions  and credits,  and all other  information
necessary for such Members timely to file their Federal income tax returns.  The
Managers similarly shall file, and provide information to the Members regarding,
all appropriate state and local income tax returns.                             

ARTICLE X                                                                       

 ALLOCATIONS

10.1     ALLOCATION OF NET INCOME OR NET LOSS.                                  

(a)  Nonrecourse  Deductions  and all  Minimum  Gain shall be  allocated  to the
Members in proportion to their ownership of Shares.                             

(b) After giving  effect to the  allocations  set forth in paragraph (a) hereof,
Net Income or Net Loss, or items of income,  gain, loss or deduction included in
the determination of Net Income or Net Loss, for each Accounting  Period,  shall
be allocated to the Members as follows:                                         

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(i) Net  Income or, to the extent  necessary,  items of income or gain,  for the
Accounting  Period  shall be  allocated  to  Members  in an amount  equal to the
excess,  if any, of (a) the sum of such Member's  Capital Account as of the last
day of the  Accounting  Period  plus any  distributions  made by the LLC to such
Member during the Accounting  Period,  over (b) the sum of such Member's Capital
Account  as  of  the  beginning  of  the  Accounting  Period  plus  any  Capital
Contributions made during the Accounting Period; and                            

(ii) Net Loss, or to the extent  necessary  items of loss or deduction,  for the
Accounting  Period  shall be  allocated  to  Members  in an amount  equal to the
excess,  if  any,  of (a) the sum of such  Member's  Capital  Account  as of the
beginning of the Accounting  Period plus any Capital  Contributions  made during
the Accounting  Period,  over (b) the sum of such Member's Capital Account as of
the last day of the Accounting Period plus any distributions  made by the LLC to
such Member during the Accounting Period.                                       

(c) The income, gain, loss or deduction allocated to a Member shall include each
item which is included in the determination of Net Income or Net Loss under this
Agreement,  and in the event that it is necessary  to allocate  items of income,
gain,  loss or deduction to any Member under this Section 10.1, the  allocations
shall  be made in such a  fashion  as to  cause  the  Members  to have  the same
percentage  allocation  of all  items  of  income  or  gain,  or of all  loss or
deduction.                                                                      

10.2  TIME  OF  ALLOCATIONS.  The Net  Income  or Net  Loss of the LLC for  each
Accounting Period shall be allocated to the Members at the end of the Accounting
Period in accordance with the provisions of Section 9.1 above.                  

10.3     SPECIAL TAX PROVISIONS.                                                

(a) PARTNERSHIP TAX TREATMENT.  The Members expect and intend that the LLC shall
be treated as a partnership  for all federal income tax purposes and each Member
and the  Managers  agree that they (i) will  elect to be taxed as a  partnership
under applicable Treasury Regulations;  and (ii) will not on any federal, state,
local or other tax return  take a  position,  and shall not  otherwise  assert a
position, inconsistent with such expectation and intent.                        

(b) TAX ALLOCATIONS.  Except as otherwise provided in this Article VII, items of
income,  gain,  loss or deduction  recognized  for income tax purposes  shall be
allocated  in the same manner that the  corresponding  items  entering  into the
calculation of Net Income and Net Loss are allocated pursuant to this Agreement.

(c) SECTION 704(C)  ADJUSTMENTS.  In accordance with Code Section 704(c) and the
Treasury Regulations thereunder,  items of income, gain, loss and deduction with
respect to an asset, if any, contributed to the capital of the LLC shall, solely
for tax purposes,  be allocated between the Members so as to take account of any
variation  between the  adjusted  basis of such  property to the LLC for federal
income tax purposes and its value upon contribution to the LLC.                 

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(d) SECTION 754 ELECTION.  A Section 754 election may be made for the LLC at the
sole  discretion of the Managers.  In the event of an adjustment to the adjusted
tax basis of any LLC asset  under Code  Section  734(b) or Code  Section  743(b)
pursuant to a Section 754  election by the LLC,  subsequent  allocations  of tax
items shall reflect such  adjustment  consistent  with the Treasury  Regulations
promulgated under Sections 704, 734 and 743 of the Code.                        

(e)  ALLOCATIONS  UPON  TRANSFERS OF LLC  INTERESTS.  If,  during an  Accounting
Period, a Member (the "TRANSFERRING MEMBER") transfers Shares to another person,
items of Net Income and Net Loss,  together with  corresponding  tax items, that
otherwise  would have been allocated to the  Transferring  Member with regard to
such Accounting  Period shall be allocated  between the Transferring  Member and
the  substitute  Member in accordance  with their  respective  Shares during the
Accounting  Period  using any method  permitted  by Section  706 of the Code and
selected by the Managers.                                                       

ARTICLE XI

 DISTRIBUTIONS

11.1  DISTRIBUTION  SHARES.  1. All distributions by the LLC to Members shall be
made  to the  Members  in  proportion  to  their  ownership  of  Shares  and the
respective rights of any classes and series of Shares that may from time to time
be created as permitted in this Agreement.                                      

11.2 TAX  DISTRIBUTIONS.  In  order  to  permit  Members  to pay  taxes on their
allocable share of the taxable income of the LLC, the Managers shall,  except as
prohibited by Section 10.5, cause the LLC to distribute,  as soon as practicable
after the end of each year,  an amount  equal to the excess,  if any, of (a) the
product of (i) the  taxable  income of the LLC for the  just-ended  Fiscal  Year
multiplied by (ii) 45%, over (b) any Section 10.3  distributions made during the
just-ended Fiscal Year. The percentage referred to in clause (a)(ii) above shall
be increased (or  decreased)  from time to time by the increase (or decrease) in
the maximum rate of tax imposed on individual taxpayers under the Code.         

11.3 QUARTERLY PROFIT  DISTRIBUTIONS.  On the last business day of each quarter,
the LLC shall  distribute to the Members fifty percent (50%) of all cash on hand
in excess of the LLC's anticipated expenses for the following quarter,  based on
the operating  budgets  agreed upon by the unanimous  agreement of the Managers.
Notwithstanding the foregoing  distribution  requirements,  at any time upon the
unanimous  agreement  of the  Managers,  the  Managers  may  elect  not to  make
distributions  required by this  Section 10.3 in order to  accumulate  funds for
working capital purposes or otherwise.                                          

11.4  DISTRIBUTIONS  IN KIND.  All  distributions  shall be made in cash or cash
equivalents  unless  the  Managers  voting  unanimously  shall  have  approved a
distribution of assets in kind.                                                 

11.5     RESTRICTION ON DISTRIBUTIONS AND WITHDRAWALS.                          

(a)  RECOUPING  INVESTMENTS.  All  investments  by either  KA or Nuway,  whether
directly  into the JV or on  behalf of the JV,  from the date of this  agreement
forward shall be recouped by the  investing  party prior to any  calculation  of
profit,  which shall include direct costs incurred by Nuway and Nuway's  payment
of  consulting  fees to KA  pursuant  to the  Consulting  Agreement  attached as
Exhibit "B".                                                                    

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(b)  REPAYMENT  OF COSTS.  The JV shall repay to its  members  any direct  costs
incurred by said party prior to making  profit  distributions,  or as  otherwise
agreed to by the parties.                                                       

(c) NO  DISTRIBUTIONS  ABOVE FAIR VALUE. The LLC shall not make any distribution
to the Members unless  immediately after giving effect to the distribution,  all
liabilities  of the LLC,  other than  liabilities to Members on account of their
interest in the LLC and liabilities as to which recourse of creditors is limited
to  specified  property  of the LLC,  do not  exceed  the fair  value of the LLC
assets,  provided  that the fair  value of any  property  that is  subject  to a
liability as to which  recourse of creditors is so limited  shall be included in
the LLC assets  only to the extent that the fair value of the  property  exceeds
such liability.                                                                 

(d) LIABILITY FOR IMPROPER  DISTRIBUTIONS.  NO MEMBER SHALL BE LIABLE TO THE LLC
FOR THE AMOUNT OF A  DISTRIBUTION  RECEIVED  PROVIDED  THAT,  AT THE TIME OF THE
DISTRIBUTION, SUCH MEMBER DID NOT KNOW THAT THE DISTRIBUTION WAS IN VIOLATION OF
SECTION 10.5(A).  A MEMBER WHICH RECEIVES A DISTRIBUTION IN VIOLATION OF SECTION
10.5(A),  AND WHICH KNEW AT THE TIME OF THE  DISTRIBUTION  THAT THE DISTRIBUTION
VIOLATED  SUCH  CONDITION,  SHALL BE  LIABLE  TO THE LLC FOR THE  AMOUNT  OF THE
DISTRIBUTION.                                                                   

ARTICLE XII 

TRANSFER OF MEMBERSHIP

12.1 RIGHT OF FIRST REFUSAL. Each member desiring to sell its interest in the JV
shall be obligated to give the other members a unilateral right of first refusal
to acquire the selling member's  interest in the JV. If the selling member is an
original  member of the JV, then the other original  member shall have the right
of first  refusal.  If the  selling  member is a member  other than an  original
member of the LLC, then each member has the right of first  refusal,  subject to
the terms herein.  The non-selling  members have 90 days from receipt of written
notice by the selling  member in which to  consummate  the sale, or the right to
purchase said member's  interest  shall be forfeited,  leaving the selling party
free to sell it's  ownership  interest to a third party at market price.  In the
event of a tender of an offer to buy, by one party to the other,  the  receiving
party shall be entitled to match the offer tendered and acquire the interests of
the other,  so long as it is  consummated  within 60 days of notice of intent to
buy.                                                                            

12.2  TRANSFER.  Subject to the  provisions of the Right of First  Refusal,  any
Member may sell, encumber, mortgage, assign or otherwise transfer any portion of
his Shares only if (i) the  non-transferring  Member(s) in their sole discretion
unanimously  agree to the  transfer,  (ii) the  Transferee  shall have agreed in
writing to assume all of the  obligations  of the  assignor  with respect to the
Shares assigned  (including the obligations  imposed hereunder as a condition to
any  transfer),  and (iii) the  non-transferring  Members  shall have  concluded
(which conclusion may be based upon an opinion of counsel  satisfactory to them)
that such  assignment or disposition  would not (A) result in a violation of the
Securities  Act of 1933 as  amended,  or any  other  applicable  statute  of any
jurisdiction; (B) result in a termination of the LLC for Federal or state income
tax  purposes or result in the LLC being taxed as a  corporation  for Federal or
state  income tax  purposes;  or (C) result in a violation  of any law,  rule or
regulation by the  transferring  Member,  the  Transferee,  the LLC or the other
Members.                                                                        

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12.3  TRANSFER  VOID.  Any  purported  transfer,  sale,  encumbrance,  mortgage,
assignment,  or disposition of Shares in  contravention of this Article XI shall
be void and of no effect to, on or against the LLC, any Member,  any creditor of
the LLC or any claimant against the LLC.                                        

12.4  ADMISSION  OF  TRANSFEREE.  Each  Person  to whom  any  Shares  have  been
transferred  in accordance  with the terms of this  Agreement or by operation of
law shall  immediately  be admitted as a Member of the LLC with  respect to such
Shares.  The transferee  Member shall have all the rights and powers and will be
subject to all the  restrictions  and  liabilities of the Member who transferred
the Shares.  The  admission of a transferee  Member shall not release any Member
who  previously  assigned  the Shares  from  liability  to the LLC that may have
existed prior to such substitution.                                             

ARTICLE XIII

 TERMINATION

13.1  TERMINATION.  The LLC shall be dissolved,  its assets  disposed of and its
affairs wound up upon the first to occur of the following:                      

(a) the expiration of its stated term;                                          

(b) the unanimous vote of the Members;                                          

(c) the consummation of a Buyout pursuant to Article XIII;                      

(d) the entry of a decree of judicial dissolution under the Act.                

13.2  EFFECT OF  BANKRUPTCY,  DEATH,  ETC.  The death,  bankruptcy,  retirement,
resignation,   expulsion  or  dissolution  of  a  Member  shall  not  cause  the
dissolution of the LLC provided that immediately  following any such event there
are at least two  Members,  or, if there are not two  Members  at such  time,  a
second Member is admitted within ninety (90) days of such event.                

13.3 WINDING UP AND CERTIFICATE OF CANCELLATION. The winding up of the LLC shall
be completed when all debts,  liabilities  and  obligations of the LLC have been
paid and discharged or reasonably adequate provision therefor has been made, and
all of the remaining property and assets of the LLC have been distributed to the
Members.  Upon the  completion  of  winding  up of the  LLC,  a  Certificate  of
Cancellation shall be filed with the California Secretary of State.             

13.4  DISTRIBUTION OF PROPERTY.  Upon dissolution and winding up of the LLC, the
affairs of the LLC shall be wound up and the LLC liquidated by the Members.  The
assets of the LLC shall be applied to repay creditors of the LLC in the order of
priority  provided by law. Except as provided in Section 13.6(b),  the remaining
balance of assets of the LLC after  satisfaction of the obligations to creditors
shall be distributed to the Members in proportion to the relative  percentage of
Shares owned by each at the time of the distribution.                           

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ARTICLE XIV 

 DEFINITIONS

14.1     DEFINITIONS. The following terms shall have the meanings set forth     
for purposes of this Agreement:                                                 

(a) "ACCOUNTING  PERIOD" shall mean for each Fiscal Year the period beginning on
the 1st of January and ending on the 31st of December;  provided  however,  that
the first  Accounting  Period shall commence on the date of formation of the LLC
and shall end on December 31, 2002; and provided, further, that a new Accounting
Period  shall  commence on any date on which a new Member is admitted to the LLC
or a Member ceases to be a Member for any reason.                               

(b)  "AGREEMENT"  shall mean this Joint  Venture  Agreement as the same shall be
amended from time to time.                                                      

(c) "CAPITAL  ACCOUNT"  means with respect to each Member the amount,  as of the
date on which the  determination  is made,  which would be  distributed  to such
Member under this Agreement,  if on such date, all property of the LLC were sold
for an amount equal to its book value and the LLC immediately liquidated.       

(d)  "CAPITAL  CONTRIBUTION"  of a Member  shall  mean that  amount  of  capital
actually contributed by the Member to the LLC pursuant to Article III or Section
2.4 hereof.                                                                     

(e) "CODE" shall mean the Internal Revenue Code of 1986, as amended.            

(f) "EBITDA" means earnings before income tax, depreciation and amortization, as
calculated in accordance with generally accepted accounting principles.         

(g) "FISCAL  YEAR"  shall mean the period from  January 1 to December 31 of each
year, or as otherwise required by law.                                          

(h) "MANAGERS" shall mean the natural persons  responsible for management of the
LLC.                                                                            

(i)  "MEMBERS"  shall  mean  all  Members,   including  substitute  Members  and
new-original-issuance Members.                                                  

(j)  "MINIMUM  GAIN" has the  meaning set forth in  Sections  1.704-2(b)(2)  and
1.704-2(d) of the Treasury Regulations.                                         

(k) "NET  INCOME OR NET LOSS"  shall mean for any  Accounting  Period the amount
computed  as of the last day  thereof of the net income or loss  computed  under
generally accepted accounting principles.                                       

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(l) "NONRECOURSE  DEDUCTIONS" has the meaning set forth in Section 1.704-2(b)(1)
of the Treasury Regulations.                                                    

(m) "OFFICERS" shall mean those natural persons,  appointed from time to time by
the Managers, who have the same rights, powers, privileges, duties, obligations,
liabilities,  restrictions and immunities,  as near as may be, as the respective
officers of the Deemed Corporation.                                             

(n)  "PERSON"  shall  mean a natural  person,  partnership  (whether  general or
limited and whether  domestic or foreign),  limited  liability  company,  trust,
estate, association,  corporation, custodian, nominee or any other individual or
entity in its own or representative capacity.                                   

(o) "TRANSFEREE"  means any person to whom Shares are transferred or assigned in
compliance with ARTICLE XII.                                                    

(p) "TREASURY REGULATIONS" means regulations issued pursuant to the Code.       

ARTICLE XV

 MISCELLANEOUS

15.1 AMENDMENT.  (a) The Managers shall have the duty and authority to amend the
Articles of  Organization  or this  Agreement as and to the extent  necessary to
reflect any and all changes or corrections  necessary or appropriate as a result
of any  action  taken  by the  Members  in  accordance  with  the  terms of this
Agreement.                                                                      

15.2 POWER OF  ATTORNEY.  By signing  this  Agreement,  each Member  irrevocably
designates  and appoints the  Managers,  or any of them,  as his true and lawful
attorney,  in his name,  place and stead, to make,  execute,  sign and file such
instruments,  documents or certificates  which may from time to time be required
by the laws of the United States of America and the State of California  and any
political  subdivision  thereof or any other state or political  subdivision  in
which the LLC shall do  business to carry out the  purposes  of this  Agreement,
except where such action requires the express approval of the Members hereunder.
Such attorney is not hereby  granted any authority on behalf of the  undersigned
Members  to  amend  this  Agreement  except  that as  attorney  for  each of the
undersigned Members,  the Managers,  or any of them, shall have the authority to
amend this Agreement and the LLC's Articles of Organization to the extent as may
be required to give effect to the  transactions  below  following  any necessary
approvals or consents of the Members or Managers, as the case may be:           

(a) Extensions of the term of the LLC;                                          

(b) Admissions of additional Members;                                           

(c) Transfer of a Member's Shares;                                              

(d) Withdrawals or distributions; and                                           

(e) Contributions of additional capital.                                        

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                  The  Managers  shall  provide  to the  Members  copies  of all
documents  executed pursuant to the power of attorney  contained in this Section
15.2.                                                                           

15.3 LEGENDS.  If any certificates are issued  evidencing a Member's interest in
the LLC, each certificate shall bear a legend to the effect that the Shares have
not been  registered  under the  Securities  Act of 1933,  as  amended,  and are
subject  to the  restrictions  on  transferability  and sale  set  forth in this
Agreement and under the Act.                                                    

15.4  WITHHOLDING  TAXES. In the event that the LLC is obligated to withhold and
pay any taxes with respect to any Member, any tax required to be withheld may be
withheld  from any  distribution  otherwise  payable to such Member,  or in lieu
thereof upon  remittance to the appropriate tax authority may be charged to that
Member's  Capital  Account as if the amount of such tax had been  distributed to
such Member.                                                                    

15.5 FURTHER  ASSURANCES.  The parties  agree to execute and deliver any further
instruments or documents and perform any additional acts which are or may become
necessary to effectuate and carry on the LLC created by this Agreement.         

15.6  BINDING  EFFECT.  Subject to the  restrictions  on  transfer  set forth in
ARTICLE XII, this Agreement  shall be binding on and inure to the benefit of the
Members  and  their  respective  transferees,   successors,  assigns  and  legal
representatives.                                                                

15.7 GOVERNING LAW. This Agreement  shall be governed by and construed under the
laws of the State of  California  as  applied  to  agreements  among  California
residents entered into and to be performed entirely within California.          

15.8  CHOICE  OF  FORUM.  The  parties  agree  that any  dispute  regarding  the
interpretation or validity of, or otherwise arising out of this Agreement, shall
be subject to the exclusive  jurisdiction of the California  State Courts in and
for Orange  County,  California  or, in the event of federal  jurisdiction,  the
United States District Court for the Southern District of California  sitting in
Orange  County,  California,  and each  party  hereby  agrees  to  submit to the
personal and exclusive jurisdiction and venue of such courts and not to seek the
transfer of any case or proceeding out of such courts.                          

15.9 ATTORNEYS' FEES. If a party to this Agreement shall bring any action, suit,
counterclaim, appeal, arbitration, or mediation for any relief against any other
party or parties,  declaratory  or otherwise,  to enforce the terms hereof or to
declare  rights  hereunder  (collectively,  an  "ACTION"),  the losing  party or
parties  shall  pay to the  prevailing  party or  parties a  reasonable  sum for
attorneys'  fees and costs  incurred in  bringing  and  prosecuting  such Action
and/or  enforcing  any  judgment,  order,  ruling,  or  award  (collectively,  a
"DECISION") granted therein, all of which shall be deemed to have accrued on the
commencement  of such  Action and shall be paid  whether  or not such  Action is
prosecuted  to a Decision.  Any Decision  entered in such Action shall contain a
specific  provision  providing  for the  recovery of  attorneys'  fees and costs
incurred in enforcing such Decision.  The court or arbitrator may fix the amount
of reasonable  attorneys' fees and costs on the request of either party. For the
purposes of this paragraph,  attorneys' fees shall include,  without limitation,
fees incurred in the following: (1) postjudgment motions and collection actions;

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(2) contempt  proceedings;  (3)  garnishment,  levy,  and debtor and third party
examinations;  (4) discovery; and (5) bankruptcy litigation.  "PREVAILING PARTY"
within the meaning of this paragraph includes,  without limitation,  a party who
agrees to dismiss an Action on the other party's  payment of the sums  allegedly
due  or  performance  of  the  covenants  allegedly  breached,  or  who  obtains
substantially the relief sought by it.                                          

15.10 NOTICES.  All notices,  requests,  demands, and other communications under
this  Agreement  shall be in writing and shall be deemed to have been duly given
(i) on the date of service if served  personally  on the party to whom notice is
to be  given,  (ii) on the  second  day  after  date of  service  if by  private
airborne/overnight  delivery  service or (iii) on the fifth day after mailing if
mailed  to the  party  to whom  notice  is to be  given,  by first  class  mail,
registered or certified, postage prepaid, and properly addressed as follows:    

To Nuway                       Nuway Medical, Inc.                              
          23461 South Pointe Suite 200
     Laguna Hills, CA. 92653
    Phone:  (949) 454-9011
 Fax: (949) 454-9066
  www.nuwaymedical.com
          Email:  Nuwaymedical@aol.com

To KA                          Attention:                                       
               Kenyon Rasheed, doing business as
  Rasheed & Associates
              Address: _______________________
            ------------------------------

(949) 388-9480 off
 (949) 633-7595 cell
       www.rasheedassociates.com

         A  party  may  change  his/her  or its  address  for  purposes  of this
paragraph  by  giving  written  notice of the new  address  to each of the other
parties in the manner set forth above.                                          

15.11  SEVERABILITY.  All provisions  contained  herein are severable and in the
event that any of them shall be held to be to any  extent  invalid or  otherwise
unenforceable  by any court of competent  jurisdiction,  such provision shall be
construed as if it were  written so as to  effectuate  to the greatest  possible
extent the parties'  expressed  intent;  and in every case the remainder of this
Agreement shall not be affected  thereby and shall remain valid and enforceable,
as if such affected provision were not contained herein.                        

15.12 COUNTERPARTS.  This Agreement may be executed in one or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same single instrument.                                  

15.13 ENTIRE  AGREEMENT.  This Agreement  constitutes the entire agreement among
the parties with respect to the subject matter hereof and completely  supersedes
all  prior  or   contemporaneous   agreements,   understandings,   arrangements,
commitments,  negotiations  and  discussions  of the  parties,  whether  oral or
written  (all of which shall have no  substantive  significance  or  evidentiary

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effect). Each party acknowledges, represents and warrants that he has not relied
on any representation, agreement, understanding, arrangement or commitment which
has not been  expressly set forth in this  Agreement.  Each party  acknowledges,
represents and warrants that this Agreement is fully  integrated and not in need
of parol evidence in order to reflect the intentions of the parties. The parties
specifically  intend  that the literal  words of this  Agreement  shall,  alone,
conclusively determine all questions concerning the parties' intent.            

15.14 NO THIRD PARTY BENEFICIARY.  Nothing in this Agreement,  whether expressed
or implied,  is intended to create any third party  beneficiary  obligations and
the parties hereto specifically  declare that no person or entity, other than as
set forth in this  Agreement,  shall have any rights  hereunder  or any right of
enforcement hereunder.                                                          

15.15 PREPARATION OF AGREEMENT. It is acknowledged by each party that such party
either had  separate and  independent  advice of counsel or the  opportunity  to
avail itself or himself of same. In light of these facts it is acknowledged that
no party shall be construed to be solely  responsible  for the drafting  hereof,
and  therefore  any  ambiguity  shall not be construed  against any party as the
alleged draftsman of this Agreement.                                            

15.16  ACKNOWLEDGEMENT  OF RISK. The parties understand that when agreements are
secured with customers,  as  contemplated in the business plan attached  hereto,
the time,  personnel  limitations  and  relative  sophistication  and  practical
limitations  of  technology  may come to bear on the time and cost of execution,
which  could lead to failure of the JV.  Nuway has agreed to enter into the role
as Project Manager,  which shall necessitate the use of outside  consultants and
experts by the JV to properly execute for newly acquired customers of the JV. KA
has  represented  it has the  relationships,  key  contacts and ability to close
prospective  contracts,  and both parties acknowledge the  interrelationships of
operations to sales which  requires that both parties  perform  competently  and
communicate  continually.  In the  event  KA is  unable  to close  contracts  in
accordance  with the minimum  performance as contemplated  herein,  the JV could
fail.                                                                           

(a)  Limited  Expertise.  Nuway has shown  general  competency  in the  business
matters and overview of the applicable  technology  associated with the Venture,
but has made no  representation as to it's status as any sort of expert or final
source of technical  expertise,  but rather is being added to the JV in exchange
for it's  commitment  to  perform  as a project  manager  to assist in  finding,
securing, and buying the technology,  software,  services, hardware and the like
to execute newly acquired contracts on behalf of the JV. KA has shown an overall
grasp of the business  opportunity and the selling  process  associated with the
closing of customer  accounts  and expects to meet the  minimum  performance  as
contemplated herein.                                                            

15.17 PUBLIC  DISCLOSURE OF  INFORMATION.  NuWay shall have the sole  authority,
without  limitation,  to draft and  disseminate  any public  announcements  with
regards to the JV.                                                              

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                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Joint Venture Agreement as of the day and year first above written.             

NUWAY MEDICAL, INC., a Delaware corporation                                     

By:       /S/                                                                   
--------------------------                                              
DENNIS CALVERT, President                                     
Address: 23461 South Pointe Drive                                               
Suite 200                                               
Laguna Hills, CA  92653                                 
Facsimile:  (949) 454-9066                                                      

Kenyon Rasheed, doing business as                                               
Rasheed & Associates                                                            
By:           /S/                                                               
--------------------------                                              
KENYON RASHEED                                                
Address:                                                                        

Facsimile:                                                                      

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 EXHIBIT A

ARTICLES OF ORGANIZATION

(attached)

1 

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 EXHIBIT B

 FORM CONSULTING AGREEMENT

(attached)

2 

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 EXHIBIT C

 BUSINESS PLAN

(attached)

3

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10KSB’ Filing	Date	First	Last	Other Filings

Filed on:	5/23/03
For Period End:	12/31/02	19		NT 10-K
	12/1/02	1	6
				List all Filings

31 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/14/24  Biolargo, Inc.                    10-Q        3/31/24   71:8M                                     RDG Filings/FA
 4/12/24  Biolargo, Inc.                    S-1                    6:2M                                     RDG Filings/FA
 4/12/24  Biolargo, Inc.                    POS AM                 5:1.8M                                   RDG Filings/FA
 4/12/24  Biolargo, Inc.                    POS AM                 5:1.8M                                   RDG Filings/FA
 4/01/24  Biolargo, Inc.                    10-K       12/31/23   79:9.5M                                   RDG Filings/FA
11/14/23  Biolargo, Inc.                    10-Q        9/30/23   68:8.8M                                   RDG Filings/FA
 8/14/23  Biolargo, Inc.                    10-Q        6/30/23   67:8.6M                                   RDG Filings/FA
 5/17/23  Biolargo, Inc.                    10-Q        3/31/23   70:8.3M                                   RDG Filings/FA
 4/27/23  Biolargo, Inc.                    S-1                    5:1.9M                                   RDG Filings/FA
 4/27/23  Biolargo, Inc.                    POS AM                 3:1.8M                                   RDG Filings/FA
 4/14/23  Biolargo, Inc.                    POS AM                 4:1.8M                                   RDG Filings/FA
 3/31/23  Biolargo, Inc.                    10-K       12/31/22   77:9.4M                                   RDG Filings/FA
 1/11/23  Biolargo, Inc.                    S-1/A                  5:2.6M                                   RDG Filings/FA
12/23/22  Biolargo, Inc.                    S-1                    5:2.7M                                   RDG Filings/FA
11/14/22  Biolargo, Inc.                    10-Q        9/30/22   62:7.5M                                   RDG Filings/FA
 8/15/22  Biolargo, Inc.                    10-Q        6/30/22   60:7.2M                                   RDG Filings/FA
 5/16/22  Biolargo, Inc.                    10-Q        3/31/22   61:6.5M                                   RDG Filings/FA
 4/14/22  Biolargo, Inc.                    POS AM      4/13/22    2:1.9M                                   RDG Filings/FA
 4/14/22  Biolargo, Inc.                    POS AM      4/13/22    2:1.9M                                   RDG Filings/FA
 4/14/22  Biolargo, Inc.                    POS AM      4/13/22    2:1.8M                                   RDG Filings/FA
 3/31/22  Biolargo, Inc.                    10-K       12/31/21   73:9.3M                                   RDG Filings/FA
11/15/21  Biolargo, Inc.                    10-Q        9/30/21   64:8.3M                                   RDG Filings/FA
 8/16/21  Biolargo, Inc.                    10-Q        6/30/21   64:8.1M                                   RDG Filings/FA
 5/17/21  Biolargo, Inc.                    10-Q        3/31/21   64:7M                                     RDG Filings/FA
 4/08/21  Biolargo, Inc.                    POS AM      4/07/21    2:1.9M                                   RDG Filings/FA
 4/07/21  Biolargo, Inc.                    POS AM                 2:1.8M                                   RDG Filings/FA
 4/07/21  Biolargo, Inc.                    POS AM                 2:2M                                     RDG Filings/FA
 4/07/21  Biolargo, Inc.                    POS AM                 2:1.9M                                   RDG Filings/FA
 3/30/21  Biolargo, Inc.                    10-K       12/31/20   73:9.1M                                   RDG Filings/FA
11/16/20  Biolargo, Inc.                    10-Q        9/30/20   61:7.7M                                   RDG Filings/FA
 8/14/20  Biolargo, Inc.                    10-Q        6/30/20   61:7.4M                                   RDG Filings/FA

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Filing Submission 0001144204-03-002812 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Biolargo, Inc. – ‘10KSB’ for 12/31/02 – EX-10.5

On: Friday, 5/23/03, at 9:08am ET · For: 12/31/02 · Accession #: 1144204-3-2812 · File #: 0-19709

Annual Report — Small Business — Form 10-KSBFiling Table of Contents

EX-10.5 — Material ContractExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

31 Subsequent Filings that Reference this Filing

Annual Report — Small Business — Form 10-KSB
Filing Table of Contents

EX-10.5 — Material Contract
Exhibit Table of Contents