JOINT
      VENTURE AGREEMENT

    


    


    THIS
      JOINT VENTURE AGREEMENT (“Agreement”), made and entered into as of this OCT 2
      day of 2007, by and between Motion Picture Hall of Fame, Inc. (“MPHOF”) and The
      Coliseum Mausoleum, Inc. (“TCMI”).

    


    ARTICLE
      I: GENERAL PROVISIONS

    


    1.01 Business
      Purpose.
      The
      business of the Joint Venture shall be as follows: To produce a one-time, 3
      day
      event tentatively to be called “STARFAIR (Las Vegas Classic Film Festival)” at a
      Las Vegas Venue, on or about April, 2008.

    


    1.02 Term
      of the Agreement.
      This
      Joint Venture shall commence on the date first above written and shall continue
      in existence until terminated, liquidated, or dissolved by law or as hereinafter
      provided.

    


    ARTICLE
      II: GENERAL DEFINITIONS

    


    The
      following comprise the general definitions of terms utilized in this
      Agreement:

    


    2.01 Affiliate.
      An
      Affiliate of an entity is a person that, directly or indirectly through one
      or
      more intermediaries, controls, is controlled by or is under common control
      of
      such entity.

    


    2.02 Capital
      Contribution(s).
      The
      capital contribution to the Joint Venture actually made by the parties,
      including property, cash and any additional capital contributions
      made.

    


    2.03 Profits
      and Losses.
      Any
      income or loss of the Partnership for federal income tax purposes determined
      by
      the Partnership’s fiscal year, including, without limitation, each item of
      Partnership income, gain, loss or deduction.

    


    ARTICLE
      III: CONTRIBUTION AND OBLIGATIONS OF THE

    JOINT
      VENTURERS

    


    TCMI
      will
      contribute the sum of $315,000 in four (4) payments according to the following
      schedule:

    


    
      	
            	A)	
              First
                payment of $40,000 on October 1,
                2007;

            


    

    


    
      	
            	B)	
              Second
                payment of $40,000 on November 1,
                2007;

            


    

    


    
      	
            	C)	
              Third
                payment of $117,500 on January 15,
                2008;

            


    

    


    
      	
            	D)	
              Fourth
                and final payment of $117,500 on February 15, 2007
                [sic].

            


    

    


    
      
        
          Exhibit
            10.2

          Page
            1 of
            4
            Pages

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Time
      is
      of the essence for these payments. This Agreement does not take effect until
      the
      first payment is received by the Joint Venture.

    


    The
      $315,000 is to be repaid in full from first profits of the Joint Venture. MPHOF
      is responsible for all operations and decisions of the Joint Venture in
      consultation with TCMI.

    


    ARTICLE
      IV: ALLOCATIONS

    


    4.01 Profits
      and Losses.
      Commencing on the date hereof and ending on the termination of the business
      of
      the Joint Venture, all profits, losses and other allocations to the Joint
      Venture shall be allocated as follows at the conclusion of each fiscal year:
      TCMI: 50%; MPHOF: 50%; subject
      to
      TMCI
      [sic] receiving its Capital Contribution of $315,000 as first money back from
      the Venture.

    


    ARTICLE
      V: RIGHTS AND DUTIES OF THE JOINT VENTURERS

    


    5.01 Business
      of the Joint Venture.
      MPHOF
      shall have full, exclusive and complete authority and discretion in the
      management and control of the business of the Joint Venture for the purposes
      herein stated and shall make all decisions affecting the business of the Joint
      Venture. At [sic] such, any action taken shall constitute the act of, and serve
      to bind, the Joint Venture. MPHOF shall manage and control the affairs of the
      Joint Venture to the best of its ability and shall use its best efforts to
      carry
      out the business of the Joint Venture. TCMI shall not participate in or have
      any
      control over the Joint Venture business nor shall it have any authority or
      right
      to act for or bind the Joint Venture.

    


    ARTICLE
      VI: AGREEMENTS WITH THIRD PARTIES AND WITH

    AFFILIATES
      OF THE JOINT VENTURERS

    


    6.01 Validity
      of Transactions.
      Affiliates of the parties to this Agreement maybe [sic] engaged to perform
      services for the Joint Venture. The validity of any transaction, agreement
      or
      payment involving the Joint Venture and any Affiliates of the parties to this
      Agreement otherwise permitted by the terms of this Agreement shall not be
      affected by reason of the relationship between them and such Affiliates or
      the
      approval of such transactions, agreement or payment.

    


    6.02 Other
      Business of the Parties to this Agreement.
      The
      parties to this Agreement and their respective Affiliates may have interests
      in
      businesses other than the Joint Venture business. The Joint Venture shall not
      have the right to the income or proceeds derived from such other business
      interests and, even if they are competitive with the Partnership business,
      such
      business interests shall not be deemed wrongful or improper.

    


     

    
      
        
          Exhibit
            10.2

          Page
            2 of
            4
            Pages

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      VII: PAYMENT OF EXPENSES

    


    All
      expenses of the Joint Venture shall be paid by the Joint Venture or advanced
      by
      MPHOF and reimbursed by the Joint Venture.

    


    ARTICLE
      VIII: INDEMNIFICATION OF THE JOINT VENTURERS

    


    The
      parties to this Agreement shall have no liability to the other for any loss
      suffered which arises out of any action or inaction if, in good faith, it is
      determined that such course of conduct was in the best interests of the Joint
      Venture and such course of conduct did not constitute negligence or misconduct.
      The parties to this Agreement shall each be indemnified by the other against
      losses, judgments, liabilities, expenses and amounts paid in settlement of
      any
      claims sustained by it in connection with the Joint Venture.

    


    ARTICLE
      IX: DISSOLUTION

    


    9.01 Events
      of the Joint Venturers.
      The
      Joint Venture shall be dissolved upon the happening of any of the following
      events: (a) The adjudication of bankruptcy, filing of a petition pursuant to
      a
      Chapter of the Federal Bankruptcy Act, withdrawal, removal or insolvency of
      either of the parties. (b) The sale or other disposition, not including an
      exchange of all, or substantially all, of the Joint Venture assets. (c) Mutual
      agreement of the parties.

    


    ARTICLE
      X: NO PARTNERSHIP

    


    This
      Agreement does not create a partnership of any type between MPHOF and
      TCMI.

    


    ARTICLE
      XI: VALID AUTHORITY

    


    The
      signatures to this Agreement warrant that they have full authority to execute
      this contract on behalf of their respective entities.

    


    ARTICLE
      XII: MISCELLANEOUS PROVISIONS

    


    12.01 Books
      and Records.
      The
      Joint Venture shall keep adequate books and records at its place of business,
      setting forth a true and accurate account offal [sic] business transactions
      arising out of and in connection with the conduct of the Joint
      Venture.

    


    12.02 Validity.
      In the
      event that any provision of this Agreement shall behold [sic] to be invalid,
      the
      same shall not affect in any respect whatsoever the validity of the remainder
      of
      this Agreement.

    


    
      
        
          Exhibit
            10.2

          Page
            3 of
            4
            Pages

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12.03 Integrated
      Agreement.
      This
      Agreement constitutes the entire understanding and agreement among the parties
      hereto with respect to the subject matter hereof, and there are no agreements,
      understandings, restrictions or warranties among the parties other than those
      set forth herein provided for.

    


    12.04 Headings.
      The
      headings, titles and subtitles used in this Agreement are for ease of reference
      only and shall not control or affect the meaning or construction of any
      provision hereof.

    


    12.05 Notices.
      Except
      as may be otherwise specifically provided in this Agreement, all notices
      required or permitted hereunder shall be in writing and shall be deemed to
      be
      delivered when deposited in the United States mail, postage prepaid, certified
      or registered mail, return receipt requested, addressed to the parties at their
      respective addresses set forth in this Agreement or at such other addresses
      as
      may be subsequently specified by written notice.

    


    12.06 Applicable
      Law and Venue.
      This
      Agreement shall be construed and enforced under the laws of the State of
      California.

    


    12.07 Other
      Instruments.
      The
      parties hereto covenant and agree that they will execute each such other and
      further instruments and documents as are or may become reasonably necessary
      or
      convenient to effectuate and carry out the purposes of this
      Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written. Signed, sealed and delivered in the presence
      of:

    


    MOTION
      PICTURE HALL OF FAME, INC. THE
      COLISEUM MAUSOLEUM, INC.

     

     

    
      	
              /s/
                Robert Alexander

            	
              /s/
                Michael Brausen

            
	
              

              Oct
                3, 07

            	
              

              OCT-02-2007

            
	
              Robert
                Alexander, President

            	
              Michael
                Brausen, President

            


    

    


    
      
        
          Exhibit
            10.2

          Page
            4 of
            4
            Pages