MANAGING AND OPERATING AGREEMENT.
EXHIBIT
10.3
This
agreement is executed today September 21, 2006 between: Fuego Entertainment
Media Group, LLC a Florida Limited Liability Corporation, from hereon refer
as:
(FEML),
and
Fuego Entertainment Inc from hereon refer as: (FEI),
A
State of Nevada Corporation.
WHEREAS:
Under
the term of the Lease Management Agreement (LMA)
and
Purchase Option dated September 20th.
2006;
FEML
holds
an
LMA
for the
operations of LPTV
Xxxxxxx
X00XX
XX Xxx
Xxxx, Xxxxxx Xxxx, X00XX
in Ponce
in Xxxxx, Puerto Rico and W51DJ
in
Mayaguez, Puerto Rico.
WHEREAS:,
FEI,
desires
to take position of the management and operation of the above mentioned TV
stations, to broadcast its programming and the sale of advertising time to
which
FEML
agrees.
WHEREAS:
FEI,
acquires the Purchase Option of said TV Stations at no extra cost and under
the
same conditions stipulated in the agreement between FEML
and
LATV,
herein
attached as exhibit “A” to which, FEML,
agrees.
NOW,
THERFORE,
for the
consideration of the mutual agreement the contained herein, the parties have
agreed to the following.
That
FEI
will
manage and operate the above mentioned TV stations for the sole purpose of
broadcasting its Fuego TV programming as part of FEI,
Fuego
TV Network. FEI.
FEI
will
have full and exclusive control of the TV Stations advertising
inventory.
CONDITIONS:
FEI
will pay
FEML,
25% of
the gross revenues generated from the sale of the advertising
inventory.
TERM:
This
agreement should be for the same term stipulated in the agreement between,
FEML
and
LVTV,
unless
FEI
exercises
the Purchase Option Agreement, at which time this agreement will no longer
be
affective.
ADITIONAL
AGREEMENTS:
FMI
should
perform in accordance to all conditions stipulated in the agreement between
FEML
and
LVTV,
with
the exception of the financial obligations stipulated in that agreement to
which
FEI
assumes
no responsibility as these obligation and liabilities are the sole
responsibility of FEML.
Indemnification:
Warranty.
FEML
will
hold FEI
harmless
against all liability, including resulting from FEML
default
of its agreement with LATTV,
any
misrepresentation or breach of any covenant, warranty or any agreement related
to third parties no mentioned herein but related to this agreement or any other
agreement or agreements related to the TV stations herein mentioned, any legal
fees, for libel, slander, illegal competition, any violation of FCC rules,
regulation and policies, monetary sanctions imposed by the FCC.
THIS
REPRESENTS THE ENTIRE AGREEMENT;
this
agreement represents the mutual understanding between the parties.
RELATIONSHIP
OF THE PARTIES:
FEML
and
FEI,
shall
not be deemed to be partners.
Signed
and Agreed by:
For
FEML
By:
/s/ Xxxx
X. Xxxxxx
Xxxx
X.
Xxxxxx
Title:
President & CEO
For
FEI
By:
/s/ Xxxx
X. Xxxxxx
Xxxx
X.
Xxxxxx
Title:
President & CEO
