MANAGEMENT
AGREEMENT


 


THIS
MANAGEMENT AGREEMENT, made as of August 5th, 2019 by and between Players Network Inc., a Nevada corporation, hereinafter referred
to as PNI, and GLFI, Inc., a Wyoming corporation and wholly-owned subsidiary of PNI, hereinafter referred to as Manager.


 


WITNESSETH:


 


WHEREAS,
on or about December 13, 2018, PNI entered into a Cooperation Agreement Framework for the Advancement of the Province of Jujuy’s
Promotion Program for the Cultivation and Production of Cannabis for Scientific, Medical and/or Therapeutic Purposes (the “Cooperative
Agreement”) with Cannabis Avatara S.E. (“Cannava”), a state owned corporation duly organized and validly existing
under the laws of the Republic of Argentina;


 


WHEREAS,
Cannava was created by the Province of Jujuy Argentina, to cultivate cannabis and its derivatives for scientific, medical and
therapeutic purposes, empowered to engage directly, or through third parties to develop and establish cannabis plantations, and
the production, industrialization and commercialization of its derivatives and byproducts;


 


WHEREAS,
the Province of Jujuy Argentina has established the creation of a Provincial Program for the Promotion of Cannabis Production
and Cultivation for Scientific, Medical and Therapeutic Purposes (the “Program”);


 


WHEREAS,
significant to PNI, Cannava has entered into the Cooperative Agreement to retain PNI in a joint cooperative to facilitate the
Program by establishing work associated with a Pilot Cultivation Plan, Industrial Cultivation Plan and Public Education and Communication
Plan (the “Work”);


 


WHEREAS,
the above parties each have unique capabilities which are complementary, and which are not independently available within either
of their respective companies; and


 


WHEREAS,
the above parties wish to enter into this Agreement in order to develop the best management and technical approach to the Program
and completion of the Work;


 


NOW,
THEREFORE, the parties hereby agree as follows:


 


1.
SCOPE OF EFFORT


 


(a)
PROGRAM PROPOSALS:


 


During
the term of this Agreement, PNI as the contracting party with Cannava, shall, from time to time, as required under the Cooperative
Agreement, submit proposals for the Program to Cannava and will include Manager as subcontractor for its portion of the Work as
delineated in Exhibit A. Manager shall use its best efforts to assist PNI in submitting the proposals for the Program through
its endeavors in the areas of Work described in the attached Exhibit A as follows: Manager will cooperate with PNI (i) to provide
such assistance as may be required during the pre-proposal, proposal and post-proposal stages, (ii) to furnish proposal material
including manuscripts, graphic material and cost and pricing data backup information as appropriate, (iii) to raise all funds
for the Work to be completed under the Program; (iv) to assure availability of management and technical personnel, and (v) to
submit management, technical and cost proposal materials and proposal clarifications within the time frames requested by PNI.
PNI will identify Manager as a proposed subcontractor and contributor to the proposal effort in both the proposal and in communications
with Cannava and identify the areas of Work attributable to Manager as set forth in Exhibit A. PNI will keep Manager informed
of communications with Cannava relating to the areas of Work attributable to Manager. It is understood that PNI shall be the sole
contact with Cannava in the performance of this Agreement, but that Manager shall be in charge of all operations in Argentina.


 




    	 



    	 



    

 


(b)
PROGRAM PERFORMANCE ACTIVITIES


 


PNI
will subcontract with Manager that portion of the Work as described in Exhibit A, provided that Cannava approves or does not disapprove
such a subcontract. PNI and Manager shall thereafter work together jointly to come up with a plan to accomplish: (i) the required
terms and conditions under the Program, (ii) assessing the applicable statutes or regulations under the Program and (iii) other
terms and conditions as may be mutually be agreed upon. In the event Manager is unable to perform any Work under the Program or
only a portion thereof, PNI shall have the right to enter into subcontracts with other business entities for the performance of
the Work, which was to have been covered by the above referenced subcontract. PNI shall compensate Manager for its Work on the
Program out of the proceeds of the Cooperative Agreement.


 


2.
EXCLUSIVE EFFORT


 


For
the term of this agreement, PNI and Manager mutually agree that Manager will team exclusively with PNI with regard to the Program,
and will not collaborate with any other business entity regarding this Program.


 


3.
PROPRIETARY INFORMATION


 


The
party receiving the information described below shall be hereinafter referred to as the receiving party and the party furnishing
the information the transmitting party. The receiving party agrees to keep in confidence and prevent the unauthorized disclosure
to any person or persons outside its organization, and agrees further not to use for a purpose other than for which furnished
(and then only with appropriate restrictions governing its use), any and all data and information including all data and information
previously furnished by the transmitting party relating to the subject areas of expertise of the transmitting party to which the
Program pertains. This includes all data and information which is designated in writing, or by appropriate stamp or legend, by
the transmitting party to be of a proprietary nature. The receiving party shall not be liable for unauthorized disclosure of any
such data or information if the same:


 


(a)
is in the public domain at the time it was disclosed; or


 


(b)
is known to the receiving party at the time of receipt; or


 


(c)
is disclosed inadvertently despite the exercise of the same degree of care as the receiving party takes to preserve and safeguard
its own proprietary information, provided also that any person having access to such information shall be advised of the contents
of this Agreement; or


 


(d)
is disclosed with a written approval of the transmitting party; or


 


(e)
was independently developed by the receiving party; or


 


(f)
becomes known to the receiving party from a source other than the transmitting party who is legally entitled to such information
without breach of this Agreement; or


 




    	 



    	 



    

 


(g)
was not identified in writing, or by application of the appropriate identifying stamp or legend, as proprietary information subject
to this Agreement; or


 


(h)
is disclosed more than (3) years after it was first received under this Agreement.


 


Each
party shall designate in writing the individual or individuals authorized to receive proprietary information under this Agreement
and either party may change its designation by written notice to the other.


 


4.
TERMINATION


 


This
Agreement and all rights and duties hereunder, except those under paragraph 3, above, cease and terminate upon the first to occur
of the following events:


 


(a)
in the event of a disapproval of the PNI subcontract to Manager by Cannava.


 


(b)
the expiration of three (3) years from the effective date of this Agreement but it will automatically renew for successive a one
(1) year terms, until terminated by mutual agreement of the parties.


 


5.
EXPENSES


 


Each
party shall bear their own expenses. Until Manager has capital for its own expenses, Manager shall reimburse PNI for any and all
expenses that it incurs on its behalf.


 


6.
PUBLICITY


 


No
publicity or advertising regarding any proposal or contract under the Program or relating to this Agreement shall be released
without prior approval of PNI, except that this Agreement may be made known to Cannava.


 


7.
NEGATION OF FORMATION OF A BUSINESS ORGANIZATION


 


This
Agreement shall not constitute, create, or in any way be interpreted as a partnership, joint venture or formal business organization
of any kind.


 


8.
ASSIGNMENTS


 


Neither
party may assign or transfer its interest herein without the prior written consent of the other. This approval requirement shall
not apply to the assignment to any successor corporation in the event of a merger or consolidation. Any consent required shall
not be unreasonably withheld.


 


9.
COMPLIANCE WITH LAW


 


The
parties shall comply with all applicable international, federal, state and local laws.


 


10.
LIMITATION OF LIABILITY


 


Neither
party shall be liable to the other for any indirect, incidental, special or consequential damages, however caused, whether as
a consequence of the negligence of the one party or otherwise.


 




    	 



    	 



    

 


11.
SEVERABILITY


 


If
any provision of this Agreement or part of such provision is or becomes invalid or unenforceable, then the remaining provisions
hereof shall continue to be effective.


 


12.
WAIVERS


 


No
waiver by a party of any of its rights or remedies shall be construed as a waiver by such party of any other rights or remedies
that such party may have under this Agreement.


 


13.
ENTIRE AGREEMENT


 


This
Agreement contains the entire Agreement between the parties with respect to the Program and supersedes any previous understanding,
commitments, or agreement, oral or written. This Agreement shall not be amended nor shall any waiver of any right hereunder be
effective, unless set forth in a document executed by duly authorized representatives of both Manager and PNI. The laws of the
State of Nevada shall govern the validity, construction, scope and performance of this Agreement.


 


IN
WITNESS WHEREOF, the parties hereby have caused this Agreement to be duly executed on the date noted above.


 


GLFI,
INC.


 


 





 






	By:	Brett H. Pojunis 	 
	Its:	Director
and Secretary	 


 


PLAYERS
NETWORK INC.


 








 






	By:	Mark
Bradley	 
	Its:	Chairman and CEO 	 


 




    	 



    	 



    

 


EXHIBIT
“A”


STATEMENT
OF WORK


FOR


CANNAVA


 


This
Exhibit A specifies the work share and roles and responsibilities between PNI and Manager during the Cooperative Agreement with
Cannava. As an exclusive subcontractor to PNI, Manager agrees to provide the support specified herein to help PNI in submitting
a plan to fulfill the Work under the Program.


 


PNI
will act as the go-between with Manager and Cannava under the Cooperative Agreement. PNI shall contribute all rights under the
Cooperative Agreement to Manager to ensure that Manager is able to accomplish its tasks. Specifically, PNI shall contribute approximately
400 acers of farming land to cultivate cannabis to be extracted and sold to the world market. In addition to the 400 acers there
will be other such infrastructure to support the project. This infrastructure includes legal, accounting, offices and processing
centers located outside the main farm, in San Salvador Jujuy, the free Zone and in Buenos Aries


 


In
time, the parties understand that PNI shall eventually hand over its role to a Malta corporation to be set up in the future and
will operate under the name Green Leaf Farms South America (GLFSA). This corporation will eventually operate out of Buenos Aries
Argentina and manage all of the PNI assets in South America.


 


Manager
shall provide all management needed to operate the Jujuy on a day to day basis. GLFI, will be providing all funding for the project
in consideration of certain financial privileges that include 80/20 split of profits in GLFI favor. Profits will be distributed
once the company is cash flow positive and intended to pay back investors who purchase preferred shares in the venture. Once all
preferred shares have all be redeemed, the split between PNI and Manager shall be adjusted to a 50/50 split.


 


Accounting
will follow all GAPP rules and provided unaudited financials on a quarterly basis with the eventual goal to have GLIF become fully
reporting on a national exchange.