JOINT VENTURE AGREEMENT
This AGREEMENT, made and entered into this 14th day of January, 2004 By and existing between Delta
Mutual, Inc., a corporation duly organized and existing under the laws of the State of Delaware, and having its
head office at 111 North Branch Street, Sellersville, PA 18960 (hereinafter referred to as "Delta"), and Hi Tech
Consulting and Construction, Inc., a corporation duly organized and existing under the laws of the State of
Virginia, and having its head office presently located at 1725 Gosnell Road, Suite 203, Vienna, VA 22182
(hereinafter referred to as "Hi Tech').
WHEREAS, Delta and its AFFILIATES (as hereinafter defined) are engaged, inter-alia, in providing
environmental SERVICES (as hereinafter defined), and have accumulated unique knowledge and experience in
that connection; and
WHEREAS, Hi Tech and Delta mutually agreed to establish a corporation under the laws of the State of
Delaware, in which each of them will be shareholders, for the purpose of the sale of such SERVICES primarily in
Middle East and Africa;
NOW THEREFORE, for and in consideration of the premises and mutual covenants herein contained, Delta and
Hi Tech hereby set forth their agreement as follows:
SECTION 1.00 DEFINITIONS
When used in the Agreement, each of the terms set forth in this SECTION 1.00 shall have the meaning indicated:
The stock corporation to be incorporated under the laws of the State of Delaware by the parties hereto in the
manner provided in Section 3.00 hereof, and to be known as "Delta-Envirotech".
1.02 "EFFECTIVE DATE"
Those authorizations, validations, licenses, ruling or other governmental approvals or actions required or
permitted to be obtained pursuant to SECTION 2.00 hereof.
1.03 "EFFECTIVE DATE"
The date on which both parties have agreed that all AUTHORIZATIONS have been obtained and are
satisfactory to both parties.
1.04 "ASSOCIATED AGREEMENTS"
Those agreements related to this Agreement which are to b