EXHIBIT 10.2
MEMORANDUM OF UNDERSTANDING
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To: Daniel Symmes
From: Stereo Vision Entertainment, Inc. (SVEI)
Re: Symmes Consulting Contract
This "Memorandum Of Understanding" will set forth terms and conditions relative
to services previously rendered by Daniel Symmes (Symmes) and a Consulting
Contract between Natural Vision Corporation (NVC) and SVEI for Symmes' services
to SVEI.
FOR SERVICES RENDERED - SVEI AGREES TO THE FOLLOWING:
o Daniel Symmes shall receive the sum of $102,000 (one hundred and two
thousand dollars) in the form of 17,000 S-8 shares of free trading
stock in SVED, currently listed at $6.00 (six dollars) in the NQB Pink
Sheets. Upon the time of sale, if the cash value of these shares is
less than $6.00 per share then SVEI will issue the corresponding number
of shares required to bring the value of the cash out to $102,000 (one
hundred and two thousand dollars). If at the time of sale of the above
referenced S-8 shares is above $6.00 per share, Symmes shall benefit
from the increased value of these shares. The S-8 Shares to be issued
shall be part of SVEI's S-8 plan which is subject to shareholder
approval and shall be prepared as soon as administratively possible.
Symmes agrees to sell his S-8 shares in cooperation with the Board of
Directors of Stereo Vision Entertainment, Inc.
FOR FURTHER SERVICES TO BE PERFORMED:
o SVEI will enter into an agreement with NVC to provide the services of
Symmes for a two year period whereby Symmes will consult to SVEI in the
capacity of director of creative affairs and director of 3D
technologies. Compensation to NVC for these services shall be $1,000
per week, plus options for the purchase of free trading stock in SVEI,
keyed to the gross income of SVEI (as outlined in the attached
addendum) at $6 per share, for a two year period.
ASSIGNMENT OR TRANSFER OF RIGHTS:
o Either party may assign or transfer their rights under this agreement
to a third party with the permission of the other. Such permission not
to be unreasonably withheld and such transfer not to impede alter or
infringe on the rights of either party to this agreement.
ARBITRATION OF DISPUTES:
o Any and all disputes arising under or related to this contract shall
first be submitted to mediation. If not resolved it shall then be
submitted to and finally decided, by binding arbitration under
California law and under the commercial arbitration rules of the
American Arbitration Association in Los Angeles, California, and
judgment on any award entered therein shall be entered into any court
of competent jurisdiction over the party charged by such award.
The parties agree to enter into a more detailed and formal agreement. However,
until that time this agreement shall represent the entire understanding between
the parties.
Agreed and accepted by:
/s/ Daniel Symmes Date April 26, 2000
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Daniel Symmes
President
Natural Vision Corporation
/s/ Lawrence Kallett Date April 26, 2000
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Lawrence Kallett
Secretary Treasurer
Stereo Vision Entertainment, Inc.
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ADDENDUM
NVC shall semi-annually receive free trading stock options for SVEI stock
at $6 per share (redeemable for up to two years) based on the following
schedule:
SVEI AND/OR NVC
GROSS INCOME SHARES
$1,000,000 2,000
$2,500,000 10,000
$5,000,000 150,000
$5,000,000 + 200,000
