**www.fuegoentertainment.net** **FUEGOENTERTAINMENT**








****Letter
      of Agreement





AGREEMENT
      MADE this 26 day of  October, 2006(“Effective Date”) 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.





**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.




**TERRITOTY**





The
      World.







1




**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
      Entertainmenthereby 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.




**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 any eason
      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.





3




**MISCELLANEOUS.**





.1
      Governing Law and Jurisdiction. This Agreement shall be governed and construed
      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
      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.





4




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 Media Group, LLC.**




By:
      Date:______________________


Its:
      _________________________________








**THE
      PRODUCER**




By:
      Date:______________________


Its:
      _________________________________