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:
For its services provided herein, Vanguard shall be compensated as follows:
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.
· 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.
· 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.
· Consult with the Company for a period of 24 months, beginning with the conclusion of the $1.35m in
financing. During this period,