Exhibit 10.8


 


Agency
Representative Agreement between  Public
Media Works, Inc. & U4oria Discovery, Inc


 


This Agency Representative Agreement is
binding for both parties and is to be treated as Confidential Information. Both
parties recognize that prior to this Agreement there have been no prior written
or oral offers, commitments, contracts or agreements.


 


Section 1: Parties to the Agreement 


Party A: Public Media
Works Inc. (‘PMW’) addressed at 14759 Oxnard St, Van Nuys, CA 91411. PMW is the
parent entity which encompasses, controls the creations, trademarks,
intellectual property rights and all brand development content and its
associated rights for its films, movies, website, and all other related
properties.  Party B: U4oria
Discovery, Inc. (‘U4oria  ‘), addressed
at 11316 Vista
Sorrento Parkway, U-205, San Diego, CA 92130.


 


Section 2: Agency Representative 


During the past several weeks both parties
have expressed interest and recognize their beneficial symmetry. By virtue of
this signed agreement, U4oria   will
become the official and preferred, lead Sponsorship Sales & Marketing
Agency for PMW managing and directing sponsorship sales for PMW and their
associated films to be developed. Currently there are approximately 4-5
representatives in the field selling for PMW. U4oria   will lead their efforts, as needed, and receive a 10% override
on sponsorship sales deals that U4oria is directly involved with.


 


Section 3: Services


U4oria, as lead Agency functioning as the
corporate sponsorship sales and marketing team for PMW will provide the
following services to PMW focusing on the two key immediate areas of need:  1) PMW Studio Real Estate ‘Title Sponsors’
sales online, 2) PMW movie sponsorship sales opportunities.


Sponsorship Sales & Marketing
Agency Function


•                  Strategic sponsorship
consulting services


•                  Sponsorship sales and
marketing strategies and rate card development


•                  Sponsorship procurement
process including negotiation and final sponsorship agreement contracting


 


Section 4: Commission Fees & Payments


U4oria will receive the following commission
fees from PMW:


•                  20% from all gross
sponsorship sales revenue up to $1,000,000.00


•                  15% on all gross sponsorship
sales revenue over $1,000,000.00 with no cap


•                  10% override on all gross
sponsorship revenue from U4oria  
involved w/other reps


 


Commission fee payments will be made to
U4oria   within 10 business days from
the receipt of all sponsorship sales revenue.


 


Jan 29th, 2004                       Confidential Agency
Representative Agreement                           Page
1 of 2


 

















 


Section 5: Performance Goals and Ongoing Commitments


In addition to Section 2: When U4oria   reaches the performance goal of securing a
minimum of $1,000,000.00 in cash sponsorship on or before March 30th, 2004, PMW
will negotiate in good faith with U4oria  
the following additional rights: 1) Exclusive ongoing Sponsorship Sales
& Marketing/ Strategic Brand Image Agency of record, 2) Two year contract
with a monthly retainer fee for services, ranging between $15,000.00 -
$25,000.00.


 


Section 6: Other Sources of Sponsorship


During the sponsorship sales process,
U4oria’s priority will be focused on raising cash sponsorship, however there
will be Value in Kind products and services (‘VIK’) deals closed as well. PMW
will pay U4oria   10% on VIK deals from
the total estimated dollar amount savings per VIK transactional item.


 


Section 7: Confidentiality


Neither party may disclose the confidential
nature, specifics, financial data and all other proprietary information in
written, oral and physical/ sample forms of business and/or identified as
confidential by either party, (collectively “Confidential Information”).
Neither party shall not in any way disclose, copy, disassemble, decompile,
reverse engineer or transfer Confidential Information to any other person or
entity at any time.


 


Thank you very much for this opportunity to
represent and serve you. If you are in agreement, please sign and date where
indicated below and return at your earliest convenience.


 


 


	
  /s/ KEVIN DONOVAN

  	
   

  	
  Jan. 29 04

  
	
  U4oria  Discovery, Inc.  Representative

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KEVIN DONOVAN

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PRESIDENT & CEO

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ THOMAS SZABO

  	
   

  	
  Jan. 29 04

  
	
  Public Media Works
  Representative

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THOMAS SZABO

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CEO

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  



 


 


 


October 23, 2003                   Confidential Agency
Representative Agreement                           Page
2 of 2