Consulting Agreement
Exhibit
10.8
Vanguard
Capital, LLC proposes to act
as a consultant to E360 Live and Gen2Media Corporation (“the Company”) in the
areas of corporate growth strategies, capital formation strategies, potential
public merger or reverse acquisition/public markets strategies. In this
capacity, Vanguard will do the following:
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Assist
the Company in creating a plan for private/public financing of $1.35
million consistent with the Company’s investment schedule. Vanguard is NOT
an investment banker or financial broker of any kind, and is not
being
engaged to raise money. Instead, Vanguard will assist in putting
the plan
and strategy into place and will introduce the Company to certain
investors or investor groups that may or may not participate in the
financing, including Vanguard.
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Assist
the Company in developing a plan and strategy and implementing same
for
the merger of the company into a public shell company or for pursuing
a
direct registration of the investors shares for sale as a public
entity.
In this capacity, Vanguard will not act as legal counsel regarding
same,
however, Vanguard will assist the Company in procuring appropriate
legal
and accounting firms for performing the public/investor compliance
functions.
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Consult
with the Company for a period of 24 months, beginning with the conclusion
of the $1.35m in financing. During this period, Vanguard will devote
a
minimum of 15 hours per month to the Company and will consult with
the
Company in all matters relative to growth and market strategies,
as well
as the engagement and hiring of personnel sufficient to insure the
appropriate management of the Company as a public entity. (CFO/COO
etc.)
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For
its
services provided herein, Vanguard shall be compensated as follows:
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$10,000
cash compensation per month beginning on completion of the financing,
payable on the first of every month. In the event that the Company
is not
able to procure a minimum of $750,000 of financing, this amount will
be
reduced to $5,000 per month. This payment will continue for 24
months.
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2,000,000
common shares of the Company which shall be registered along with
any
investor shares for public trading as soon as
possible.
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This
Proposal shall act as a final Consulting Agreement upon acceptance. The
engagement is Vanguard and the compensation set forth herein is not conditioned
on the success of the venture, and Vanguard makes no representation of any
kind
regarding the ability of the Company to succeed as a public company, or a
proposed or expected stock price or valuation. Vanguard
makes
no
representation as to the potential for raising capital.
This
Agreement shall be governed under
Florida law.
| Vanguard Capital, LLC | Gen2Media Corporation | |||
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/s/
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/s/
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By:
Xxx Xxxx
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By:
Xxxx Spio, President
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