JOINT VENTURE AGREEMENT
THIS
JOINT VENTURE AGREEMENT (“Agreement”), made and entered into as of this OCT 2
day of 2007, by and between Motion Picture Hall of Fame, Inc. (“MPHOF”) and The
Coliseum Mausoleum, Inc. (“TCMI”).
ARTICLE
I: GENERAL PROVISIONS
1.01 Business
Purpose.
The
business of the Joint Venture shall be as follows: To produce a one-time, 3
day
event tentatively to be called “STARFAIR (Las Vegas Classic Film Festival)” at a
Las Vegas Venue, on or about April, 2008.
1.02 Term
of the Agreement.
This
Joint Venture shall commence on the date first above written and shall continue
in existence until terminated, liquidated, or dissolved by law or as hereinafter
provided.
ARTICLE
II: GENERAL DEFINITIONS
The
following comprise the general definitions of terms utilized in this
Agreement:
2.01 Affiliate.
An
Affiliate of an entity is a person that, directly or indirectly through one
or
more intermediaries, controls, is controlled by or is under common control
of
such entity.
2.02 Capital
Contribution(s).
The
capital contribution to the Joint Venture actually made by the parties,
including property, cash and any additional capital contributions
made.
2.03 Profits
and Losses.
Any
income or loss of the Partnership for federal income tax purposes determined
by
the Partnership’s fiscal year, including, without limitation, each item of
Partnership income, gain, loss or deduction.
ARTICLE
III: CONTRIBUTION AND OBLIGATIONS OF THE
JOINT
VENTURERS
TCMI
will
contribute the sum of $315,000 in four (4) payments according to the following
schedule:
| A) |
First
payment of $40,000 on October 1,
2007;
|
| B) |
Second
payment of $40,000 on November 1,
2007;
|
| C) |
Third
payment of $117,500 on January 15,
2008;
|
| D) |
Fourth
and final payment of $117,500 on February 15, 2007
[sic].
|
Exhibit
10.2
Page
1 of
4
Pages
Time
is
of the essence for these payments. This Agreement does not take effect until
the
first payment is received by the Joint Venture.
The
$315,000 is to be repaid in full from first profits of the Joint Venture. MPHOF
is responsible for all operations and decisions of the Joint Venture in
consultation with TCMI.
ARTICLE
IV: ALLOCATIONS
4.01 Profits
and Losses.
Commencing on the date hereof and ending on the termination of the business
of
the Joint Venture, all profits, losses and other allocations to the Joint
Venture shall be allocated as follows at the conclusion of each fiscal year:
TCMI: 50%; MPHOF: 50%; subject
to
TMCI
[sic] receiving its Capital Contribution of $315,000 as first money back from
the Venture.
ARTICLE
V: RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01 Business
of the Joint Venture.
MPHOF
shall have full, exclusive and complete authority and discretion in the
management and control of the business of the Joint Venture for the purposes
herein stated and shall make all decisions affecting the business of the Joint
Venture. At [sic] such, any action taken shall constitute the act of, and serve
to bind, the Joint Venture. MPHOF shall manage and control the affairs of the
Joint Venture to the best of its ability and shall use its best efforts to
carry
out the business of the Joint Venture. TCMI shall not participate in or have
any
control over the Joint Venture business nor shall it have any authority or
right
to act for or bind the Joint Venture.
ARTICLE
VI: AGREEMENTS WITH THIRD PARTIES AND WITH
AFFILIATES
OF THE JOINT VENTURERS
6.01 Validity
of Transactions.
Affiliates of the parties to this Agreement maybe [sic] engaged to perform
services for the Joint Venture. The validity of any transaction, agreement
or
payment involving the Joint Venture and any Affiliates of the parties to this
Agreement otherwise permitted by the terms of this Agreement shall not be
affected by reason of the relationship between them and such Affiliates or
the
approval of such transactions, agreement or payment.
6.02 Other
Business of the Parties to this Agreement.
The
parties to this Agreement and their respective Affiliates may have interests
in
businesses other than the Joint Venture business. The Joint Venture shall not
have the right to the income or proceeds derived from such other business
interests and, even if they are competitive with the Partnership business,
such
business interests shall not be deemed wrongful or improper.
Exhibit
10.2
Page
2 of
4
Pages
ARTICLE
VII: PAYMENT OF EXPENSES
All
expenses of the Joint Venture shall be paid by the Joint Venture or advanced
by
MPHOF and reimbursed by the Joint Venture.
ARTICLE
VIII: INDEMNIFICATION OF THE JOINT VENTURERS
The
parties to this Agreement shall have no liability to the other for any loss
suffered which arises out of any action or inaction if, in good faith, it is
determined that such course of conduct was in the best interests of the Joint
Venture and such course of conduct did not constitute negligence or misconduct.
The parties to this Agreement shall each be indemnified by the other against
losses, judgments, liabilities, expenses and amounts paid in settlement of
any
claims sustained by it in connection with the Joint Venture.
ARTICLE
IX: DISSOLUTION
9.01 Events
of the Joint Venturers.
The
Joint Venture shall be dissolved upon the happening of any of the following
events: (a) The adjudication of bankruptcy, filing of a petition pursuant to
a
Chapter of the Federal Bankruptcy Act, withdrawal, removal or insolvency of
either of the parties. (b) The sale or other disposition, not including an
exchange of all, or substantially all, of the Joint Venture assets. (c) Mutual
agreement of the parties.
ARTICLE
X: NO PARTNERSHIP
This
Agreement does not create a partnership of any type between MPHOF and
TCMI.
ARTICLE
XI: VALID AUTHORITY
The
signatures to this Agreement warrant that they have full authority to execute
this contract on behalf of their respective entities.
ARTICLE
XII: MISCELLANEOUS PROVISIONS
12.01 Books
and Records.
The
Joint Venture shall keep adequate books and records at its place of business,
setting forth a true and accurate account offal [sic] business transactions
arising out of and in connection with the conduct of the Joint
Venture.
12.02 Validity.
In the
event that any provision of this Agreement shall behold [sic] to be invalid,
the
same shall not affect in any respect whatsoever the validity of the remainder
of
this Agreement.
Exhibit
10.2
Page
3 of
4
Pages
12.03 Integrated
Agreement.
This
Agreement constitutes the entire understanding and agreement among the parties
hereto with respect to the subject matter hereof, and there are no agreements,
understandings, restrictions or warranties among the parties other than those
set forth herein provided for.
12.04 Headings.
The
headings, titles and subtitles used in this Agreement are for ease of reference
only and shall not control or affect the meaning or construction of any
provision hereof.
12.05 Notices.
Except
as may be otherwise specifically provided in this Agreement, all notices
required or permitted hereunder shall be in writing and shall be deemed to
be
delivered when deposited in the United States mail, postage prepaid, certified
or registered mail, return receipt requested, addressed to the parties at their
respective addresses set forth in this Agreement or at such other addresses
as
may be subsequently specified by written notice.
12.06 Applicable
Law and Venue.
This
Agreement shall be construed and enforced under the laws of the State of
California.
12.07 Other
Instruments.
The
parties hereto covenant and agree that they will execute each such other and
further instruments and documents as are or may become reasonably necessary
or
convenient to effectuate and carry out the purposes of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written. Signed, sealed and delivered in the presence
of:
MOTION
PICTURE HALL OF FAME, INC. THE
COLISEUM MAUSOLEUM, INC.
|
/s/
Xxxxxx Xxxxxxxxx
|
/s/
Xxxxxxx Xxxxxxx
|
|
Oct
3, 07
|
OCT-02-2007
|
|
Xxxxxx
Xxxxxxxxx, President
|
Xxxxxxx
Xxxxxxx, President
|
Exhibit
10.2
Page
4 of
4
Pages
