Joint
Venture Deal Memorandum
By and Between
Livestar Entertainment Events International Inc.
(“Livestar”) and A.C.D. Inc. d/b/a Coolworld
Entertainment (“Coolworld”)
The parties
agrees as follows as the terms of this Joint Venture Deal
Memorandum (“Memorandum”).
Whereby the
parties are desirous to enter into a mutually beneficial business
arrangement (the “Joint Venture”) whereby:
A. the parties
will under their respective Joint Venture responsibilities provide
certain production support to Cyberfest October 9, 2004 in San
Francisco, CA and Revolution, October 30, 2004 in Miami, FL and
Planet New Year, December 31, 2004, San Francisco, CA (the
“Joint Venture Events”) and;
B. the parties
will endeavor to grow the Joint Venture to encompass other events
and execute certain options and rights under this Joint
Venture.
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a.
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The Joint
Venture will have a term of six (6) months, with a renewable term
of six (6) months that may be enacted only upon mutual agreement of
the parties.
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b.
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Either party
can terminate this Memorandum with 30 days notice providing that if
a Joint Venture Event is in development or production that the
Joint Venture will remain in force until the closing of the Joint
Venture Event and the termination will affect all other Joint
Venture activities.
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c.
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Both parties
agree to provide to the other party 14 days to remedy any action
that may be deemed as a default of any of the provisions hereunder.
If remedies cannot be reached through this provision, Section
eleven (11) will be enacted.
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2.
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Joint
Venture Responsibilities of Livestar. Livestar agrees to provide the following
production support to the Joint Venture:
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a.
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Livestar to
commit to co-producing the Joint Venture Events.
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b.
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Livestar will
provide the following capital to the Joint Venture:
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i.
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providing of up
to $300,000 for production costs as per the following
schedule;
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ii.
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September 21,
2004$50,000
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iii.
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September 30,
2004$100,000
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Livestar will
use best efforts to provide the aforementioned capital as per the
above schedule and as a schedule requested by Coolworld. (see
Schedule A)
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c.
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Livestar will
provide co-production staff in the capacities of executive
production, administration marketing/promotional support and
accounting.
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3.
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Joint
Venture Responsibilities of Coolworld . Coolworld agrees to provide the following to
the Joint Venture:
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a.
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Coolworld will
provide to the Joint Venture Events ;executive production,
production, talent buying, marketing.
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4.
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Joint
Venture Marketing Arrangement. The Parties agree to the following Joint Venture
Marketing agreement. (Both Parties agree that the following may be
altered to include additional items upon mutual
agreement):
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a.
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Coolworld will
provide to Livestar placement of the Livestar Logo and credit as
co-Presenter and co-Production Partner on the following;
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i.
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on all
marketing materials regarding each Joint Venture Event or Future
Joint Venture Event
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ii.
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on all tickets
or passes of each Joint Venture Event or Future Joint Venture
Event
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iii.
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on the
Coolworld website or Website for each Joint Event or Future Joint
Venture Event
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iv.
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on all
backdrops (ie the “Stand and Turn” back drop for the
photo area of any Joint Venture Event or Future Joint Venture
Event
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b.
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Livestar will
provide to Coolworld placement of the Coolworld Logo and credit as
co-Presenter and co-Production Partner on the following;
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i.
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on all
marketing materials regarding each Joint Venture Event or Future
Event the Livestar produces
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ii.
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on the Livestar
consumer site and in the partners section of the Livestar corporate
site
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c.
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Both Parties
agree to mutual work to provide both Parties will equitable
exposure in the marketing of each Joint Venture Event or Future
Joint Venture Event. For example, the placement of Coolworld and
Livestar signage at locations during each Joint Venture Event or
Future Joint Venture Event.
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5.
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Joint
Venture Corporate Structure. A new Corporation (New Co) will be formed for
the Joint Venture.
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a.
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New Co will be
owned as per the following structure:
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i.
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Livestar 51% of
the common stock
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ii.
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Coolworld 49%
of the common stock
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b.
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Corporate
Governance will be set in place as mutually agreed by the parties,
including but not limited to, the following:
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i.
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Sason Parry
will be set as a shareholder w/ Liability
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ii.
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A separation
agreement will be set up.
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iii.
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Shareholder
agreements will be set up.
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c.
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All accounting
for the Joint Venture will be done as per a structure determined by
t
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