ex108.htm


    Exhibit
      10.8

     

    Consulting  Agreement

    


    


    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:

    


    
      	
              ·  

            	
              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, Vanguard will devote
                a
                minimum of 15 hours per month to the Company and will consult with
                the
                Company in all matters relative to growth and market strategies,
                as well
                as the engagement and hiring of personnel sufficient to insure the
                appropriate management of the Company as a public entity. (CFO/COO
                etc.)

            


    

    


    For
      its
      services provided herein, Vanguard shall be compensated as follows:

    


    
      	
              ·  

            	
              $10,000
                cash compensation per month beginning on completion of the financing,
                payable on the first of every month. In the event that the Company
                is not
                able to procure a minimum of $750,000 of financing, this amount will
                be
                reduced to $5,000 per month. This payment will continue for 24
                months.

            


    

    


    
      	
              ·  

            	
              2,000,000
                common shares of the Company which shall be registered along with
                any
                investor shares for public trading as soon as
                possible.

            


    

    


    


         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.

    


     

    
      	Vanguard
              Capital, LLC 	 	 	Gen2Media
              Corporation	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	
              By:
                Jim Byrd  

            	 	 	
              By:
                Mary Spio, President