Filed by Automated Filing Services Inc. (604) 609-0244 - Bark Group Inc. - Exhibit 10.9






EXHIBIT 10.9

J.nr. 037817-0005 THL/SPE/MDN

	 	 
	Management Services Agreement
	August 2007 
	 	 


between

Bark Corporation A/S

and 

Lugano Communication & Entertainment SA

 

Holst, | Advokater | Ny Banegårdsgade 55 | DK-8100 Århus C | T,
+45 7225 8000 | F, +45 7225 8001 | holst-law.com




Contents

	1. 	Preamble 	3 
	2.
      	Management
      services 	4
      
	3. 	Management fee and terms of payment 	5 
	4.
      	Commencement
      and termination 	6
      
	5. 	Holiday 	6 
	6.
      	Restrictive
      covenants 	6
      
	7. 	Breach of contract 	8 
	8.
      	Intellectual
      property rights 	8
      
	9. 	Secrecy 	8 
	10.
      	Assignment
      	9
      
	11. 	Notices 	9 
	12.
      	Severability
      and amendments 	9
      
	13. 	Miscellaneous 	10 
	14.
      	Venue
      and applicable law 	10
      
	15. 	Expenses 	10 
	16.
      	Counterparts
      and signatures 	10
      


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On this first day of August 2007

Bark Corporation A/S 
CVR No. 29935106 
Sølvgade 10, 5.

1307 Copenhagen K 
(Hereinafter referred to as "BC")

and 

Lugano Communication & Entertainment SA 
Registration:
CH50130084045 
Via Marconi 4 
6900 Lugano 
(represented by Sergio
Pezzatti) 
(hereinafter referred to as "LCE")

(the above hereinafter jointly referred to as the "Parties" and
severally as a "Party")

have entered into this Management Agreement (hereinafter
referred to as the "Agreement").

	1. 	
      Preamble

	 	 
	1.1 	
      BC is a venture company, the objective of which is to
      establish and invest in new companies within the television and marketing
      business in Europe where the management is able to document a network of
      customers together with a creative potential as to drafting of campaigns
      on existing as well as new media platforms (the "Business"). BC aims at
      having 8-12 portfolio companies within a period of a few years.

	 	 
	1.2 	
      The objective of LCE is to manage portfolio companies involved
        in the television and marketing business, including rendering assistance
        in investments in new companies on behalf of the venture companies and
        taking an active part in the management and development of the venture
        companies’ portfolio companies.

	 	 
	1.3 	
      The purpose of this Agreement is to set out the terms and
      conditions for the management services rendered to BC by
  LCE.



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	2. 	
      Management services

	 	 
	2.1 	
      LCE undertakes to place one partner for the delivery of
        management services at the disposal of BC, including the subsidiaries
        of BC and the portfolio companies of BC. The number of persons made available
        by LCE may be increased if both Parties agree to do so.

	 	 
	2.2 	
      LCE will make Anders Peter Hageskov (hereinafter referred
        to as "APH"), Danish social security number 150767-0179, available to
        BC. APH is available full-time as managing director of BC, Bark Advertising
        A/S (Danish company reg. no. 29937966; hereinafter referred to as "BA")
        and - at the request of BC - any other subsidiary/portfolio company. BC
        is entitled to appoint co-ordinate managers. The amount of working hours
        shall not be subject to limitations.

	 	 
	2.3 	
      As a main rule, the services under this Agreement shall
      be conducted from the registered office of LCE. However, the fulfilment of
      this Agreement includes certain travelling activities to the person placed
      at BC's disposal.

	 	 
	2.4 	
      LCE shall prove that APH is not registered as a Managing
      Director in companies outside BC.

	 	 
	2.5 	
      As of the signing of this Agreement LCE undertakes the
        day-to-day management of the aforesaid companies, including but not limited
        to:



	
    Negotiations with existing or potential costumers
      and business partners worldwide. 

  
	
  LCE undertakes the day-to-day group management of
  BC’s subsidiary companies in Europe (including BA). 

  
	
  Participation in monthly management meetings,
  including participation in meetings of the board of directors. 

  
	
  Establishment of a new media division in Europe.
  

  
	
  Establishment of a micro network in the advertising
  business. 

  
	
    Negotiation of new strategic alliances and acquisition
      of new companies. 

  


	2.6 	
      BC’s board of directors shall delegate certain powers
        to LCE, including the right to make unusual and substantial decisions,
        provided that the chairman of BC has consented to such decision in advance.
        However, decisions which the board of directors has an exclusive right
        to make and which according to current law cannot be delegated to others,
        shall not be comprised by this Clause



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2.6. Moreover, the board of directors
shall retain its supervision and control duties. An overview of the delegated
powers is enclosed hereto as Appendix 1.

	2.7 	
      LCE is obliged to manage BC and its Danish subsidiaries
      in accordance with the provisions and regulations in the Danish Companies
      Act and in accordance with rules on corporate governance. With regard to
      non-Danish subsidiaries, LCE is obliged to ensure compliance with the
      relevant national act on companies and in accordance with rules on
      corporate governance.

	 	 
	2.8 	
      LCE shall ensure that the necessary resources for managing
        the said companies are made available from time to time, but shall not
        have any financial obligation in this respect.

	 	 
	2.9 	
      LCE is obliged to inform BC’s board of directors of all
      affairs which must be assumed to be of interest to the board of directors,
      including but not limited to extraordinary matters and circumstances of
      particularly high importance to BC.

	 	 
	2.10 	
      LCE may access any and all information concerning the business
        of the BC group without having obtained the consent of BC’s board
        of directors in advance.

	 	 
	2.11 	
      LCE is obliged and entitled to be represented by its
      directors at meetings of BC’s board of directors.

	 	 
	2.12 	
      The obligation of LCE to deliver management services and
      the professional responsibility associated therewith shall be that of a
      chief executive officer (in Danish "adm. direktør") as stipulated by the
      Danish Companies Act (in Danish: "Aktieselskabsloven").

	 	 
	3. 	
      Management fee and terms of payment

	 	 
	3.1 	
      LCE shall receive an agreed annual fee, for the services
      rendered. The Parties have agreed that at the time of conclusion of this
      Agreement LCE shall receive a yearly fee of DKK 1,680,000 for the
      rendering of the services under this Agreement. The fee shall be equal to
      the market price for performance of the management duties referred to. The
      fee, with the addition of any applicable tax, duty or levy, shall be
      payable according to invoices submitted and LCE's terms of payment. The
      terms of payment are enclosed hereto as Appendix 2.

	 	 
	3.2 	
      The yearly fee mentioned in Clause 3.1 above shall be
      subject to renegotiation once every year when the annual report of BC has
      been approved by the board of directors. If the Parties fail to reach an
      understanding, the yearly fee shall remain unchanged. Irrespective of the
      foregoing, the said fee shall not be subject to renegotiation until March
      2008.



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	4. 	
      Commencement and termination

	 	 
	4.1 	
      This Agreement shall come into force and effect on the
      signing hereof and shall remain in force until 31 December 2008, and in
      the said period this Agreement shall not be terminated by either Party.
      The Agreement shall auto- matically be renewed for a further period of
      twelve (12) months unless the Agreement is terminated with written notice
      by either Party no later than six (6) months before expiry. Consequently,
      if notice of termination is given before 1 July 2008, the Agreement will
      expire by the end of the calendar year of 2008.

	 	 
	4.2 	
      The Parties intend for this Agreement to remain in effect
      for a period of at least three (3) years as of the execution of the
      Agreement.

	 	 
	4.3 	
      In the event that this Agreement is terminated, LCE shall
        immediately return all material and effects that may have come in LCE's
        possession in connection with the performance of this Agreement. Neither
        LCE nor the person at the disposal of BC is entitled to exercise any lien
        on material or other effects irrespective of whether LCE or the person
        has a claim against BC.

	 	 
	4.4 	
      On termination of the Agreement by BC, not caused by
      material breach on the part of LCE, LCE is entitled to a termination fee
      from BC. This termination fee is fixed at a six (6) months' fee, cf.
      Clauses 3.1 and 3.2 above. In addition, LCE is entitled to the said
      termination fee if LCE terminates the Agreement due to material breach on
      the part of BC. The determination fee will be paid at the end of the
      determination period, or the last working day, which ever comes
    first.

	 	 
	4.5 	
      BC has an unlimited right to set off any fee payable to
      LCE or the person at the disposal of BC elsewhere during the notice period
      against the fee which LCE is entitled to receive according to the
      Agreement, notwithstanding the reason for termination.

	 	 
	5. 	
      Holiday

	 	 
	5.1 	
      Pursuant to local regulation in Switzerland, employees
        have six (6) weeks holiday leave per year and the Parties agree that the
        services rendered pursuant to this Agreement shall be delivered in 46
        weeks out of a total of 52 weeks per year.

	 	 
	5.2 	
      The person at the disposal of BC shall plan his holiday
      with due regard to the best interests of BC.

	 	 
	6. 	
      Restrictive covenants



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	6.1 	
      For as long as this Agreement remains in full force and
      effect and for a period of one (1) year from expiry of this Agreement, LCE
      and its shareholders being employees of LCE undertake that they will not,
      and undertake to procure that each member of the LCE and the said
      shareholders’ group will not, in any way – whether through subsidiaries,
      affiliated companies, regardless of the share of ownership, by way of or
      by virtue of cooperation or joint venture – engage in or become directly
      or indirectly financially or otherwise involved in any activity competing
      with the business of BC as described in the Agreement and/or any business
      contemplated/commenced at the day of expiry of the Agreement.

	 	 
	6.2 	
      Notwithstanding the aforesaid, the Parties agree that LCE
      and/or APH may continue the following activities: Minor consultancy
      assignments regarding communication strategy.

	 	 
	6.3 	
      For as long as this Agreement remains in full force and
        effect and for a period of one (1) year from expiry of this Agreement,
        LCE and each member of LCE‘s group may not directly or indirectly
        solicit, endeavour to solicit or employ any persons employed as manager
        or director at the BC group at the day of termination, unless the person
        in question was dismissed from his job with BC/a subsidiary of BC without
        having breached his employment contract.

	 	 
	6.4 	
      For as long as this Agreement remains in full force and
        effect and for a period of one (1) year from expiry of this Agreement,
        LCE and each member of LCE‘s group may not have any direct or indirect
        commercial dealings with or contact to customers or other persons or businesses
        with whom the company has had commercial dealings in the past twelve (12)
        months prior to the date of termination. The obligation hereunder also
        applies to customers etc., listed by BC in a separate written notice forwarded
        to LCE prior to termination.

	 	 
	6.5 	
      Any manager employed by LCE must undertake a restrictive
      covenant as set out in this Clause 6. This does not apply to board members
      of LCE not being employees of LCE.

	 	 
	6.6 	
      In the event that a manager terminates his employment
      with LCE, LCE shall procure, and remain liable as the primary obligor for,
      that the manager shall be bound by the restrictive covenants in this
      Clause 6 for a period of one (1) year from termination of the
      employment.

	 	 
	6.7 	
      Each violation of this Clause 6 shall be deemed a
      material breach hereof and shall give rise to the payment by LCE of
      liquidated damages amounting to DKK 250,000. In case of continuous
      violation, LCE shall pay liquidated damages amounting to DKK 250,000 for
      each month or fraction of a month in which the violation subsists. Any
      payment of liquidated damages shall not release LCE from the obligations
      under this Clause 6.



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	6.8 	
      The restrictive covenant pursuant to Clause 6.1 shall not
      be effective in the event that BC terminates this agreement and such
      termination has not been reasonably caused by any error or omission on the
      part of LCE.

	 	 
	7. 	
      Breach of contract

	 	 
	7.1 	
      Where either Party is in material breach of any of its
      obligations hereunder, the other Party shall be entitled to forthwith
      terminate this Agreement unless the Party in breach has remedied the cause
      of the breach within ten (10) days of having received notice of the breach
      from the other Party, stating that any failure to remedy the breach will
      result in the termination of the Agreement.

	 	 
	7.2 	
      In the event of a Party’s breach of this Agreement, the
      Party in breach shall indemnify and hold the non-breaching Party harmless
      from and against any loss, damage, cost or expense (the "Loss") thereby
      suffered or incurred by the non-breaching Party.

	 	 
	7.3 	
      The non-breaching Party’s Loss shall be calculated
      exclusive of any indirect or consequential loss, cost or
expense.

	 	 
	8. 	
      Intellectual property rights

	 	 
	8.1 	
      All know-how and other intellectual property rights developed
        or acquired in LCE's delivery of the management services shall be vested
        with BG. Neither LCE nor APH is entitled to claim separate payment for
        such intellectual property as it is included in the fee as specified in
        Clause 3 above.

	 	 
	9. 	
      Secrecy

	 	 
	9.1 	
      Any information exchanged between the Parties shall constitute
        confidential information with the effect that both Parties hereto shall
        be under a duty of silence for an indefinite period of time. Moreover,
        for an indefinite period of time neither Party shall be allowed to use
        the information exchanged here-under in any context whatsoever, including
        without limitation any commercial context save that such information may
        be used in conformity with this Agreement and the performance hereof.

	 	 
	9.2 	
      The contents of this Agreement shall also constitute
      confidential information.

	 	 
	9.3 	 Any disclosure of confidential information to a Party’s
        employees or other authorized representatives shall be subject to the
        prior agreement by such employee or authorized representative in writing
        to treat the information as confidential.



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	10. 	
      Assignment

	 	 
	10.1 	
      This Agreement shall not be assigned or transferred by
      any Party without the prior written consent of the other Party. However,
      either Party may assign any of its rights and/or obligations to an entity
      controlled by such Party, provided that the assigning Party shall remain
      jointly and severally liable as a primary obligor and not merely as a
      surety with such entity for any and all obligations so assigned.

	 	 
	10.2 	
      In the event that the assigning Party cease to have
      control of the entity to which the control is assigned pursuant to Clause
      10.1, the Agreement shall be deemed to be reassigned to the assigning
      Party.

	 	 
	11. 	
      Notices

	 	 
	11.1 	
      Nothing in this Agreement or in any document referred to
        in this Agreement shall constitute either Party a partner of the other
        Party, nor shall the execution, completion or implementation of this Agreement
        confer on any Party hereto any power to bind or impose any obligations
        to any third parties on the other Party as an agent or otherwise, except
        as explicitly stated.

	 	 
	11.2 	
      LCE shall deliver its services in a manner so that BC is
        not considered or reported as having established permanent business in
        Switzerland.

	 	 
	12. 	
      Severability and amendments

	 	 
	12.1 	
      Any provision of this Agreement held to be invalid, illegal
        or unenforceable shall not affect the validity, legality or enforceability
        of the remaining provisions hereof. The Parties shall endeavour in good
        faith negotiations to replace the invalid, illegal or unenforceable provisions
        with valid provisions, the economic effect or the purpose of which comes
        as close as possible to that of the invalid, illegal or unenforceable
        provisions.

	 	 
	12.2 	
      Any amendment to this Agreement shall be valid only if
      made in writing and signed by the duly authorised representatives of the
      Parties.



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	13. 	
      Miscellaneous

	 	 
	13.1 	
      LCE undertakes to develop, and cause to be executed, a
        legally binding contract with APH which reflects any and all responsibilities
        and legal commitments contained in the Agreement. A copy of such contract
        will be made available to BC.

	 	 
	13.2 	
      The handling for tax purposes of payments made under the
      Agreement shall be of no concern to BC.

	 	 
	14. 	
      Venue and applicable law

	 	 
	14.1 	
      This Agreement shall be governed by and construed in
      accordance with the laws of Denmark, excluding Danish conflict of law
      rules (no renvoi).

	 	 
	14.2 	
      Any dispute arising out of or in connection with this Agreement
        or breach, termination or invalidity thereof shall be exclusively and
        finally settled by arbitration in accordance with the Rules of Procedure
        of the Danish Institute of Arbitration (Danish Arbitration). The arbitration
        tribunal shall be composed of three (3) arbitrators. Each Party shall
        appoint one (1) arbitrator, and the Danish Institute of Arbitration shall
        appoint the chairman of the arbitration tribunal. If a Party has not appointed
        an arbitrator within thirty (30) business days of having requested or
        received notice of the arbitration, such arbitrator shall be appointed
        by the Danish Institute of Arbitration. The place of arbitration shall
        be Copenhagen and the arbitration shall be conducted in English.

	 	 
	14.3 	
      This arbitration clause shall not prevent any interim legal
        measures such as an injunction, attachment, freezing of assets, taking
        of evidence pursuant to section 343 of the Danish Administration of Justice
        Act or any similar legal actions prior to the institution of arbitration
        proceedings or similar legal actions abroad.

	 	 
	15. 	
      Expenses

	 	 
	15.1 	
      BC shall bear all costs and expenses incurred in connection
        with the negotiation, preparation, and execution of this Agreement, including
        the fees of financial and legal advisors and others.

	 	 
	16. 	
      Counterparts and signatures

	 	 
	16.1 	 This Agreement may be executed by the Parties hereto
        in any number of separate counterparts, each of which when so executed
        and delivered, shall be an original, but such counterparts shall together
        constitute one and the same instrument.



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	On behalf of Bark Corporation A/S: 	On behalf of LCE: 
	 	 
	Copenhagen, 1 August 2007 	Copenhagen, 1 August 2007 
	  	  
	 	 
	By: /s/ Bent Helvang 	By: /s/ Sergio Pezzatti 
	Bent Helvang, Chairman of the board 	Sergio Pezzatti, Director 
	  	  
	 	 
	By: /s/ Jesper Svane 	  
	Jesper Svane, Member of the board 	  


*****

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