Management Services Memorandum
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This Memorandum is BY and BETWEEN
RRUN Ventures Network Inc. (RRUN)
having office at 0xx xxxxx 00 x. 0xx Xxx Xxxxxxxxx, XX X0X 0X0
And Xxx Xxxxxxx (RH) at #00 - 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX X0X 0X0.
Whereas this Memorandum outlines the understanding of the parties of the
following terms and conditions of Service between RRUN and RH,
1) Role and Scope of Work (Schedule A, if needed)
* RH will act as an officer and director and provide exclusive services for
RRUN and for select RRUN subsidiaries. See Schedule for details
2) Term & Compensation
a) TERM: Starting on January 1, 2002 for a term of 5 years.
b) Cash Compensation. 10K USD /month ($120K for the first year )
c) Annual Cash Compensation will be reviewed every year of the Term.
RH will be employed and paid Cash Compensation as a staff contractor, whereby
the cash compensation will be invoiced and paid monthly, both parties will have
the right at anytime to pay Cash compensation as a salaried employee, neither
party will unreasonably withhold the exercising of such right.
RH will have the right to receive additional Cash Compensation from RRUN
subsidiaries/ventures that RH is contributing significant services.
c) Bonus Cash Compensation: RRUN agrees to pay Bonus Compensation in the amount
of $150,000 USD for signing of this agreement and for commitment to services for
RRUN. RH agrees there will be no specific terms of payment and any unpaid
balance will bear no interest. RH will have the right to convert any portion of
the unpaid balance of the Bonus Cash Compensation to common stock of RRUN or its
RAHX subsidiary/venture.
d) Stock Compensation (SCHEDULE B) - stock options & stock grant
e) Additional Bonus - RH will have the right to earn additional bonuses from
RRUN or any of its subsidiaries/ventures. The type of bonuses will be of the
following nature:
a) Additional Cash Compensation based on To Be Determined (TBD) milestones
b) Additional Stock Compensation (Stock Options or Grants) based on TBD
milestones
c) Additional Stock Options on TBD milestones
No bonuses will be payable until the specific bonus terms are determined and
approved by the board and subsequently earned by RH.
e) Property Development Compensation
As part of RH's overall compensation, RRUN will afford RH the right to receive
royalty or income sharing compensation rights in all products, services or
ventures created, co-created, invented or co invented or conceptualized or co
conceptualized by RH for RRUN or any of its subsidiaries/ventures. These
Property Development Compensation will be negotiated on a case by case basis
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Management Services Memorandum
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and
will executed via separate Property Development agreements. Any Cash
Compensation Paid to RH will be deducted from any Property Development
Compensation owed to RH before Property Development Compensation is commenced
and therefore considered advances on Property Development Compensation. All
Property Development Agreements and subsequent Property Development Compensation
will be subject to approval of the Board of Directors of RRUN or the relevant
RRUN subsidiary/venture.
f) Termination Terms
i. Notice Terms - If RRUN terminates this memorandum it must give XX 00 days
written notice. IF RH terminates this memorandum it must give RRUN 90 days
written notice.
ii. Termination Provisions - If RH is terminated the following provisions
will take effect:
* All outstanding invoices or salaries for RH will become due and payable
immediately
* All outstanding Loans from RH are due and payable immediately
RH will have the right to convert any outstanding invoices, salaries, loans
payable or other income payable to common stock @ reasonable discount to market
price with demand registration rights
* All unvested options will be vested immediately
* All Property Development Compensation Agreements will remain in effect
* RRUN will have the right to offer a buy out of RH's equity position,
convertible rights and any and all Property Development Compensation Agreements
g) Both parties understand that this Memorandum provides the basis for a
long-form agreement to be completed within 90 days of the signing of this
memorandum.
4) In the case the long form contract is not fully executed before the end of 90
days as per clause 3 above the 90 day period will automatically be renewed to
afford time to complete the agreement.
5) This memorandum and any subsequent long-form agreement are subject to
approval by the Board of Directors of RRUN.
6) This memorandum once approved by the Board of Directors of RRUN will be
binding upon both parties until replaced by the aforementioned long form
agreement.
Agreed and Accepted on this 1st day of January, 2002.
/S/ Xxxxx Xxxxx /S/ Xxx Xxxxxxx
_______________________________ ________________________________
RRUN Ventures Network Inc
Authorized Signatory Xxx Xxxxxxx
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Management Services Memorandum
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Schedule A
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Role and Scope of Work
* ROLE #1 - Chairman, President & CEO RRUN Ventures Network Inc.
* ROLE #2 - Chairman, President & CEO RAHX, Inc.
* ROLE #3 - co-Chairman, President & Interim co-CEO AXXUS Corporation
All above roles have the following scope of work duties including but not
limited to the following: developing, directing and managing the vision and
direction of the company, securing of financing, the forging of business
development, securing of partnerships, and overseeing product development, and
marketing campaigns.
Schedule B
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Stock Options
100,000 Stock Options in RRUN Ventures Network at $0.50 per share.
50% within the 1st year,
and evenly every 6 months for years 2 & 3.
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