exhibit_10-1.htm


    
      

    

    Exhibit
      10.1

    www.fuegoentertainment.net 

    FUEGO ENTERTAINMENT

    


    


     Letter
      of Agreement

    


    AGREEMENT
      MADE this 25 day of October, 2006 between FUEGO ENTERTAINMENT INC,
from hereon known as Fuego Entertainment with its principal
      place of
      business at 8010 NW 156 Terr, Miami Lakes, Florida, 33016 and Hugo M.
      Cancio from hereon known as The Producer

    


     
      RECITALS

    


    WHEREAS,
      The Producer is the rightful owner or licensee of all right, title and
      interest in the film; Zafiros Locura Azul

    


    


    WHEREAS,
      The Producer desires to grant the exclusive rights of distribution,
      marketing promotion and commercial exploitation of the film; Zafiros Locura
      Azul
      to Fuego Entertainment, Inc..

    


    


    WHEREAS,
      Fuego Entertainment Inc, herein accepts the exclusive rights granted by The
      Producer on the terms and conditions set forth in this agreement.

    


    


    NOW
      THEREFORE, the Parties hereto agree as follows:

    


    


    That
      The
      Producer. hereby grants Fuego Entertainment, Inc an exclusive rights , to market
      , promote , sell, distribute, sub license to other the feature film Zafiros
      Locura Azul.

     

    


    The
      rights to use all promotional artwork, negatives, photographs, DVD covers and
      textual materials including all materials related to the film or the name of
      the
      artist or participant feature in the film.All biographical information
      concerning the Producer, Director and production house of the film and those
      artists whose performances are embodied on the film or any portion
      thereof.

    


    


    In
      exchange for granting all the rights herein enclosed, The producer will receive
      25% of the NET revenues generated by the sale, distribution, licensing rights
      of
      the film for entire duration of this agreement.

    


    A
      quarterly distribution statement will be supplied to the producer. All net
      proceeds will be paid to the producer each quarter.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    TERMS

     

    The
      term
      of this agreement will be for a period of five (10)years automatically renewable
      at the end of the five year term unless otherwise express in writing by any
      of
      the parties. If there are no net proceeds after (1) year all rights return
      to
      the producer.

    


    


    TERRITORY

    


    The
      World.

    


     

    REPRESENTATIONS
      AND WARRANTIES.

    


     The
      producer hereby represents and warrants to Fuego Entertainment. all of the
      following : (a) The producer is duly organized and validly existing under the
      laws of its state of incorporation, or has full corporate power and authority
      to
      enter into this Agreement and to carry out the provisions hereof; (b) The
      Producer is duly authorized to execute and deliver this Agreement and to perform
      its obligations hereunder, and any person executing this Agreement on its behalf
      has been duly authorized to do so by all requisite corporate action; (c) This
      Agreement is legally binding upon the producer and enforceable in accordance
      with its terms, subject to the effects of bankruptcy, insolvency or other laws
      of general application affecting the enforcement of creditor rights and judicial
      principles affecting the availability of specific performance and general
      principles of equity whether enforceability is considered a proceeding at law
      or
      equity.

    


    (d)
      The
      producer owns and has full right in and to the film and all intellectual
      property rights thereto, or if licensed by the producer, all necessary rights
      and licenses to grant the licenses and rights granted to Fuego Entertainment
      under this Agreement; (e) The Film is delivered free and clear from all liens
      and encumbrances; (f) The Film are commercially and technically satisfactory;
      (g) The Film do not infringe or misappropriate any patent, trademark, copyright,
      trade secret know-how, moral rights or other intellectual property rights of
      any
      third party;(h)As of the Effective Date of this Agreement, there is no pending
      or threatened claim or liability against the producer arising out of or relating
      to the film or its master or claim that the Masters infringe or misappropriate
      any patent, trademark, copyright, trade secret know- how, moral rights or other
      intellectual property rights of any third party; (i)
      There
      is no notice or consent requirement in connection with the execution and
      delivery of this Agreement by the Producer and/or the consummation or
      performance of any of the transactions contemplated in this Agreement
      .

    


    (j)There
      are no contracts which prohibit Producer from granting the rights herein to
      Fuego Entertainment.

    


    Fuego
      Entertainment hereby represents and warrants to the producer all of the
      following:

    


    (a)
      Fuego
      Entertainment is duly organized and validly existing under the laws of its
      state
      of incorporation, and has full corporate power and authority to enter into
      this
      Agreement and to carry out the provisions hereof.

    


    (b)
      Fuego
      Entertainment is authorized to execute and deliver this Agreement and to perform
      its obligations hereunder, and any person executing this Agreement on its behalf
      has been duly authorized to do so by all requisite corporate
      action.

    


    (c)
      This
      Agreement is legally binding upon Fuego Entertainment and enforceable in
      accordance with its terms, subject to the effects of bankruptcy, insolvency
      or
      other laws of general application affecting the enforcement of creditor rights
      and judicial principles affecting the availability of specific performance
      and
      general principles of equity whether enforceability is considered a
      proceeding

    at
      law or
      equity.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    INDEMNIFICATION.

    


    (a)
      The
      producer hereby agrees to indemnify, defend, and hold harmless Fuego
      Entertainment and its officers, directors, shareholders, employees, consultants
      and agents from and against any and all damages, suits, claims, actions, or
      demands, and any related liabilities, expenses and losses (including reasonable
      attorneys’ fees and other costs of defense) (“The Producers Claims”) arising out
of
      or in
      connection with, or are in any way related to (i) any claim, which if true,
      would result in a breach by The Producer of this Agreement ,and all third party
      claims alleging that the Masters infringe any patent, copyright, trademark,
      trade secret or other intellectual property rights of any such third
      party.

    


    (b)
      Fuego
      Entertainment hereby agrees to indemnify, defend, and hold harmless Licensor
      and
      its officers, directors, shareholders, employees, consultants and agents from
      and against any and all damages, suits, claims, actions, or demands, and any
      related liabilities, expenses and losses (including
      reasonable attorneys’ fees and other costs of defense) (“Fuego Entertainment
      Claims”) arising out of or
      in
      connection with, or are in any way related to any claim, which if true, would
      result in a breach by Fuego Entertainment of this.

    


    


    CONFIDENTIALITY.

    


    Each
      Party shall hold in confidence the financial terms of this Agreement and all
      materials or information disclosed to it in confidence hereunder (“Confidential
      Information”) which are marked as confidential or proprietary, or if disclosed
      verbally, reduced to writing and marked confidential within thirty (30) days
      after the date of disclosure. Each Party agrees to take precautions to prevent
      any unauthorized disclosure or use of Confidential Information consistent with
      precautions used to protect such Party’s own confidential information, but in no
      event less than reasonable care. The obligations of the Parties hereunder shall
      not apply to any materials or information which a party can demonstrate, through
      documented evidence (a) i-s now, or hereafter becomes, through no act or failure
      to act on the part of the receiving party, generally known or available; (b)
      is
      known by the receiving party at the time of receiving such information as
      evidenced by its records; (c) is hereafter furnished to the receiving party
      by a
      third party, as a matter of right and without restriction on disclosure; (d)
      is
      independently developed by the receiving party without use of any Confidential
      Information; or (e) is the subject of a written permission to disclose provided
      by the disclosing party. Notwithstanding any other provision of this Agreement,
      disclosure of Confidential Information shall not be precluded if such disclosure
      is reasonably necessary in connection with regulatory filings (including filings
      with the SEC) and complying with a court order, governmental regulations, or
      any
      applicable law; provided, however, that the responding Party shall first have
      given notice to the other Party hereto in order that such other Party may obtain
      a protective order requiring that the Confidential Information so disclosed
      be
      used only for which the order was issued and the responding Party uses
      reasonable efforts to have such information be treated as confidential and
      under
      seal.

    

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      TERMINATION.

      


      
        	
                1

              	
                Termination.

              


      

    

    


    Either
      Party may terminate this Agreement prior to the expiration of the
      Term
      or any Renewal Term upon the occurrence of any of the following: (1) upon or
      after the bankruptcy, insolvency, dissolution or winding up of the other Party;
      or (2) upon or after the breach of any material provision of this Agreement
      by
      the other Party if the breaching Party has not cured such breach within thirty
      (30) days after written notice thereof by the non-breaching Party. The Parties
      agree, however, that, in the case of any breach or threat of breach by the
      Producer of any terms or conditions of this Agreement, Fuego Entertainment
      may
      take any appropriate legal action, including without limitation action for
      injunctive relief, consisting of orders temporarily restraining and
      preliminarily and permanently enjoining such actual or threatened
      breach.

    


    
      	
              3

            	
              Effect
                of Expiration or Termination. Upon the expiration or termination
                for
                anyreason of this Agreement, all rights under the licenses granted
                hereunder shall automatically terminate, provided however, that expiration
                or termination of this Agreement shall not relieve the Parties of
                any
                obligation accruing prior to such expiration or termination. Within
                thirty
                (30) days following the expiration or termination of this Agreement,
                except to the extent and for so long as a Party is entitled to retain
                license rights under this Agreement, each Party shall deliver to
                the other
                Party any and all Confidential Information, and any copies thereof,
                of the
                other Party in its possession, except that the Party will be entitled
                to
                retain one (1) copy of all documents in its legal
                archives for the sole purpose of monitoring its compliance with its
                confidentiality obligations
                hereunder.

            


    

    


    
      	
              4

            	
              Fuego
                Entertainment will not license, without fee, any broadcast or other
                distribution, without express written consent from the
                Producer.

            


    

    


    PUBLICITY.

    


    Licensor
      and Fuego Entertainment will not issue a press release or release publicly
      any
      information relating to this
      Agreement or the underlying transaction, except with Fuego Entertainment ’s
      prior written consent.

    


    MISCELLANEOUS.

    


    
      	
              1

            	
              Governing
                Law and Jurisdiction. This Agreement shall be governed andconstrued
                in
                accordance with the laws of the State of Florida without regard to
                its
                conflicts of laws provisions and without applying the United Nations
                Convention on Contracts for the International Sale of Goods. The
                sole
                jurisdiction and venue for actions related to the subject matter
                of this
                Agreement shall the state and federal courts located in Dade County,
                Florida USA; provided, however, that either Party may seek injunctive
                relief and to enforce judgments in any court of competent jurisdiction.
                Both Parties consent to the exclusive personal and subject matter
                jurisdiction of such courts and each agree that process may be served
                in
                the manner provided herein for giving notices or otherwise as allowed
                state or U.S. federal law. In any action or proceeding to enforce
                rights
                under this Agreement, the prevailing party shall be entitled to recover
                costs and attorneys’ fees.

            


    

    


    
      	
              2

            	
              Successors
                and Assigns. The rights and obligations of the Parties under this
                Agreement shall be binding upon and inure to the benefit of the successors
                and permitted assigns of the
                Parties.

            


    

    


    
      	
              3

            	
              Force
                Majeure. Neither Party shall be held liable or responsible to the
                other
                Party nor be deemed to have defaulted under or breached this Agreement
                for
                failure or delay in fulfilling or performing any term of this Agreement
                (other than non-payment) when such failure or delay is caused by
                or
                results from causes beyond the reasonable control of the affected
                Party,
                including, but not limited to, fire, floods, embargoes, war, acts
                of war
                (whether war be declared or not), insurrections, riots, civil commotions,
                strikes, lockouts or other labor disturbances, acts of God or acts,
                omissions or delays in acting by any governmental authority or the
                other
                Party.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              4

            	
              Severability.
                In case any provision of this Agreement shall be invalid, illegal
                or
                unenforceable, that provision shall be limited or eliminated to the
                minimum extent necessary so that this Agreement shall otherwise remain
                in
                full force and effect and
                enforceable.

            


    

     

    
      	
              5

            	
              Notice.
                All notices and other communications provided for hereunder shall
                be in
                writing and shall be delivered personally or by first class mail,
                addressed as follows:

            


    

    


    


    


    Addressed
      to:

    Fuego
      Entertainment Inc,

    8010
      NW
      156 Terr

    Miami
      Lakes, Florida, 33016

    Attn:
      Hugo Cancio

    


    


    Either
      Party may by like notice specify or change an address to which notices and
      communications shall thereafter be sent. Notices sent by mail shall be effective
      upon receipt. Notices given personally shall be effective when
      delivered.

    


    
      	
              6

            	
              Independent
                Contractors. It is expressly agreed that Fuego Entertainment and
                the
                Producer shall be independent contractors. Neither the entering into,
                nor
                the performance of this Agreement, shall create any partnership,
                joint
                venture, agency, or employer-employee relationship between the Parties.
                Neither Party has the authority to make any statement, representations
                or
                commitments of any kind on behalf of the other, or to take any action
                that
                is binding on the other Party, without the prior written consent
                of the
                other Party.

            


    

    


    
      	
              7

            	
              Entire
                Agreement; Amendment. This Agreement (including all exhibits attached
                hereto) sets forth all of the covenants, promises, agreements, warranties,
                representations, conditions and understandings between the Parties
                hereto
                with respect to the subject matter hereof and supersedes and terminates
                all prior agreements and understandings between the Parties. No subsequent
                alteration, amendment, change or addition to this Agreement shall
                be
                binding upon the Parties hereto unless reduced to writing and signed
                by
                the respective authorized officers of the
                Parties.

            


    

    


    
      	
              8

            	
              Headings.
                The captions to the several sections hereof are not a part of this
                Agreement, but are merely guides or labels to assist in locating
                and
                reading the several sections
                hereof.

            


    

    


    
      	
              9

            	
              Waiver.
                Except as specifically provided for herein, the waiver from time
                to time
                by
                either of the Parties of any of their rights or their failure to
                exercise
                any remedy shall not operate or be construed as a continuing waiver
                of
                same or of any other of such Party’s rights or remedies provided in this
                Agreement.

            


    

    


    
      	
              10

            	
              Counterparts.
                This Agreement may be executed by counterparts, of which shall be
                deemed
                to be originals but both of which shall constitute one and the same
                Agreement.  Facsimile signatures shall be deemed to have the same
                effect as their originals.

            


    

     

    


    


    Fuego
      Entertainment Inc.

    By:
      Date:______________________

    Its:
      _________________________________

    


    


    THE
      PRODUCER


    By:
      Date:______________________

    Its:
      _________________________________

     

    5