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Memorandum of Agreement
between
e-commerce group Inc.
and
Greenfield Ventures Ltd.,
for
e-commerce group Inc. Recruitment Services
Dated: 25/th/
October 1999
__________________________________________________________________
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Memorandum of Agreement
Participants
The participants of this memorandum are as follows:
1. E-commerce group Inc, formerly Xxxxxx International Resources Inc. a NASDAQ
Bulletin Board quoted company (ECGM(E)- formerly DIRI
2. Greenfield Ventures Ltd (GVL)
In each case their duly authorized officers represent the companies. The
confidentiality expressed throughout extends to all other officers and or
associates of the participating companies and further assumes that there are
already NDA's covering the confidentiality.
Objective
Once signed, this document will set out the detailed the terms of a contract
where Greenfield Ventures Ltd. Will provide Recruitment Services to e-commerce
group Inc. on terms as specified within this contract. In essence the
recruitment of world class/industry leading individuals to join the e-commerce
Inc. team.
The terms set out in the enclosed are binding and form the basis of a legal
commitment by all the parties.
Greenfield Ventures (GVL)
. GVL is retained as the exclusive recruitment consultants to the group
for a period of three years
. The commencement date of the contract will be the date of completion of
the Private Placement of funds to ECGM under the Offering Memorandum
dated November 15/th/ 1999 issued by ECGM.
. This contract shall remain in force for the duration of this contract
unless one of the following situations transpires:
. ECGM is acquired or merged with another group.
. ECGM goes into receivership, Chapter 11 or liquidation or any other
form of administration within/by any of its operating groups or
subsidiaries
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. GVL is acquired or merged with another group deemed to be of a
competitive or negative influence/nature.
. GVL goes into receivership, Chapter 11 or liquidation or any other
form of administration within/by any of its operating groups or
subsidiaries
. If by mutual agreement GVL has been unable to perform its duties in
accordance with the requirements of ECGM. In this case ECGM reserves
the right to appoint another agency to complete the outstanding
appointments without course to honor the balance of the contract.
. The scope of the recruitment requirements is outlined in Appendix 1--
Headcount Plan & Recruitment schedule
. GVL agrees to work diligently to always seek the very best calibre of
staff each of the positions outlined in the attached Appendix-- R1--
Recruitment Contract Schedule
. It is clearly understood that the executive Management team has the
exclusive right of refusal to any candidate offered by GVL for any
reason, or for no reason.
. It is further understood that the Headcount Plan & Recruitment schedule
outlined in Appendix 1 only provides a guideline and may due to business
or economic reasons change both in time and numbers.
. ECGM however, commit to the recruitment of the following key positions
as identified in the schedule.
1. Chief Finance Officer
2. Development Director
3. USA Regional Director
4. Asia Regional Director
. This is on the clear understanding that suitable candidates are
offered within the required timescale.
. Failure on the part of ECGM to accept these individuals will result
in their honoring the recruitment fee, regardless of whether the
individual/s joined or not. Notwithstanding this, in the event the
commensurate fee has been paid where no individual has been recruited
the company can at a later date request recruitment against the/those
positions without further fees being due.
. The commensurate fees and Options structure is outlined in the attached
Appendix R2-- Compensation Schedule.
. Payments, and where contracted, the issuance of Options, in respect of
each new recruit will be made within 30 days of the commencement of the
employee
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. Should an employee leave the company within 180 days from their
start date, any Options issued will be suspended pending a
replacement candidate joining the company. Only 50% of the cash
compensation due on the original replacement will be due on the
replacement. Options issued on the original placement will become
'released' once the new recruit has started work. Such Options
will have a restricted period of not less than 180 days from the
date of the new employees commencement date but on no account
will the Options be restricted for less than twelve months in
total.
. Any Options issued in respect of this Memorandum of Agreement
will have a minimum restriction period of one year (twelve
months). All Options in respect of this agreement must be
redeemed (paid up) within two years from date of issue. Failure
to pay for Options within two years will result in their being
cancelled. Under no condition will the term be extended and
failure on either party to remind the other of their term or
maturing date will not provide grounds for any extention or
review of the terms.
. The compensation of monies and Options disclosed in Appendix R2-
Compensation Schedule, represent the total amounts due to GVL in
respect of this recruitment Contract.
. GVL may appoint agents or work with other organizations to
fulfill it's obligation under this contract however, no other
fees, other than those expressly declared in the schedule
Appendix R2- Compensation Schedule, are offered or implied.
. The executive management of e-commerce group Inc. agree to
forward all direct approaches for employment at e-commerce group
Inc. to GVL for follow up and processing.
Exit Terms
The spirit of this agreement, as previously stated, is to move quickly to
the completion of the raising of finance under the Offering Memorandum,
dated 1/st/ November 1999. Because of the level of expense incurred on the
promoting parties this agreement is binding save for the acceptable 'Exit
Terms' listed below;
. The required funding is not made available within the timeframe
detailed in the Offering Memorandum, dated 8/th/ November 1999
. A period of 120 days has lapsed (from the date of signing this
agreement) prior to completion of the Offering Memorandum.
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In the case the of failure to raise financing through the Offering
Memorandum this contract ceases to have any value and no compensation is
due to any party by the other.
Appendix
Appendix R1 - Recruitment Contract Schedule
Appendix R2 - Compensation Schedule
The signatories of this Memorandum of Understanding, (e-com Recruitment
MOA) hereby agree to voluntarily cooperate, according to their respective
roles and competencies and to conclude the project described above in a
positive and constructive manner for the benefit of all parties present and
future.
Further they agree to conduct themselves within the framework of the
regulatory bodies where required.
Each party agrees that this forms a binding contract on the terms set out
herein agrees it.
Signed Signed Signed
/s/ X. Xxxxxx /s/ Xxxx Xxxxxx
___________________ ----------------- -------------------
Print Name Print Name Print Name
XXXXX XXXX
Company Secretary
X X XXXXXX XXXX XXXXXX
___________________ ----------------- -------------------
On behalf of: On behalf of: Witness thereof:
e-commerce group Inc. Greenfield Ventures Ltd. 000 Xxxxxxxxx
Xxxxxxx
Xxxxxxxxxxxxxxx
XX
XX00XX
___________________________________________________________________________
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Appendix R1 - Recruitment Contract Schedule
Start time frame
--------------------------------------
FY 2000 FY2001
Position Salary (Pounds) pa. Comm Total Location QI Q2 Q3 Q4 Q1 Q2 Q3 Q4
--------------------------------------------------------------------------------------------------------------------------------
CFO 75000 25000 100000 UK 1 __________________________________
Group Sales & Marketing Director 75000 25000 100000 UK 1 ______________________________
USA Regional Director 75000 25000 100000 USA 1 ______________________________
Asia Regional Director 75000 25000 100000 HK/Sing 1 ______________________________
Network ISP Sales Exec 40000 25000 65000 UK 1 ______________________________
Kiosk Systems Sales Manager 40000 25000 65000 UK 1 ___________________________________
Kiosk Pre-Sales Engineer 30000 3000 33000 UK 1 _____________________
Senior Network Engineer 20000 2000 22000 UK 1 _____________________
Senior Network Engineer 20000 2000 22000 UK 1 ________________
Customer Services Engineer 15000 1500 16500 UK 1 __________________________
Customer Services Engineer 15000 1500 16500 UK 1 __________________________
Development Director 60000 6000 66000 UK 1 ___________________________________
Senior Hardware Dev. Engineer 30000 3000 33000 UK 1 ___________________________________
Senior S/W Dev. Engineer 40000 4000 44000 UK 1 ___________________________________
Software Dev. Engineer 25000 2500 27500 UK 1 ______________________________
Software Dev. Engineer 25000 2500 27500 UK 1 ______________________________
Production Engineering/Quality Mgr 35000 3500 38500 UK 1 _____________________
Group Marketing Manager 35000 3500 38500 UK 1 ___________________________________
Group Marcoms Exec. 30000 2500 32500 UK 1 ________________
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Totals (# of heads by month/Fee Warrants) 6 6 2 3 2 0 0 0
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The Board of e-commerce group Inc. may at its discretion bring forward or delay
any or all of the placements listed above
In the case of a delay the only commitment is to honor the payment for the
placements as agreed to in the initial contract and highlighted above.
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Appendix R2 - Compensation Schedule
Salary Fee Rate Total
Position (Pounds)'s pa. Comm Total Location % of S$'s $1,00 $3.50 $5.00 Warrants
------------------------------------------------------------------------------------------------------------------------------------
CFO 75000 25000 100000 UK 0% $ 25,000 25000 25000
Group Sales & Marketing Director 75000 25000 100000 UK 0% $ 25,000 25000 25000
USA Regional Director 75000 25000 100000 USA 0% $ 40,000 0 400000 40000
Asia Regional Director 75000 25000 100000 HK/Sing 0% $ 40,000 0 400000 40000
Network ISP Sales Exec 40000 25000 65000 UK 15% $ 9,750 0 6500 6500
Kiosk Systems Sales Manager 40000 25000 65000 UK 15% $ 9,750 0 6500 6500
Kiosk Pre-Sales Engineer 30000 3000 33000 UK 15% $ 4,950 0 3300 3300
Senior Network Engineer 20000 2000 22000 UK 15% $ 3,300 0 2200 2200
Senior Network Engineer 20000 2000 22000 UK 15% $ 3,300 0 0 2200 2200
Customer Services Engineer 15000 1500 16500 UK 15% $ 2,475 0 1650 1650
Customer Services Engineer 15000 1500 16500 UK 15% $ 2,475 0 1650 1650
Development Director 60000 6000 66000 UK 0% $ 25,000 25000 0 25000
Senior Hardware Dev. Engineer 30000 3000 33000 UK 15% $ 4,950 0 3300 3300
Senior S/W Dev. Engineer 40000 4000 44000 UK 15% $ 6,600 0 4400 4400
Software Dev. Engineer 25000 2500 27500 UK 15% $ 4,125 0 2750 2750
Software Dev. Engineer 25000 2500 27500 UK 15% $ 4,125 0 2750 2750
Production Engineering/Quality Mgr. 35000 3500 38500 UK 15% $ 5,775 0 3850 3850
Group Marketing Manager 35000 3500 38500 UK 15% $ 5,775 0 3850 3850
Group Marcoms Exec. 30000 2500 32500 UK 15% $ 4,875 0 0 3250 3250
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Totals (# of heads by month/Fee Warrants $ 227,225 75,000 122,700 5,450 203,150
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The Board of e-commerce group Inc. may at its discression bring forward or delay
any or all of The placements listed above
In the case of a delay the only commitment is to honor the payment for the
placements as agreed to in the initial contract and highlighted above.
Each time a warrant is issued it remains restricted for one year from the date a
person joins.
Should someone leave the company within the first 180 days the Warrants will be
suspended until a replacement joins the company. In this case only 50% of the
fee is due on the replacement head
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