RRUN Staff Consultant Memorandum
By and Between:
RRUN Ventures Network Inc. herein known as ("RRUN" or "The Company")
00 X. 0xx Xxxxxx, 0xx Xxxxx,
Xxxxxxxxx, XX
Xxxxxx X0X 0X0
And
Xxxx Xxxxxx herein known as ("TM")
1974 Cliffwood Road
North Vancouver, BC
Canada V7G 1S2 Ph. 000-000-0000
ON this the 1st day of October, 2002.
WHEREAS RRUN is desirous of engaging TM as an independent Staff Consultant and
TM is desirous of performing as an independent Staff Consultant for RRUN as per
the following terms and conditions;
1) Services
1.1) TM will provide Independent Staff Consultant services to RRUN (details
as per Schedule A), including but not limited to:
- Business development for RRUN;
- Business development for RRUN subsidiaries such as RAHX, Inc.
("RAHX");
- Venture Development.
1.2) It is understood by both parties that during the term of this
Memorandum TM will be considered a "Staff Consultant" defined as a
consultant that affords the Company with the first right to purchase and
subsequently benefit from his/her services during the Term. Under this
Memorandum "First Right shall be defined as all services required by the
Company of TM during the Term shall take precedent over services of other
Clients of TM.
2) Compensation
2.1) RRUN will compensate TM for the above mentioned services as per the
following:
2.2.) Cash Compensation of USD $3,000/month plus commissions (See terms
Schedule B)
2.3) Reimbursement or advancement of reasonable expenses related to the
services rendered hereunder.
2.4) Consideration for Stock Options Grants or Warrants Grants* (See
Schedule B)
3) Term
3.1) The Term of this Memorandum will be for a term of three months until
December 31, 2002 and renewable for four (4) additional 3 month term(s).
- The renewable term(s) will be effective automatically unless the
Memorandum is terminated as per section 4 below. Terms of this Memorandum
will continue to stand for all consequent renewal terms unless specified.
3.2) This Memorandum may be replaced at the option of RRUN by a long form
consultant or employment agreement.
3.3) During the term RRUN reserves the right to conduct periodic reviews of
services provided by TM to RRUN.
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4) Termination
Either party has the right to terminate this agreement at any time. RRUN
must provide TM with 15 days notice of termination. TM must provide RRUN
with 30 days notice of termination.
THIS Memorandum is governed by the laws of the province of British Columbia.
Agreed and Accepted on the date above written:
/s/ Xxxx Xxxxx
_________________________________ ______________________________
RRUN Ventures Network Inc. Xxxx Xxxxxx
Authorized Signatory
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Schedule A - Scope of Services
Responsibilities including but not limited to the following:
- Business development for RRUN;
- Business development for RRUN subsidiaries such as RAHX, Inc.
("RAHX");
- Venture Development.
Specifically, including but not limited to:
o assist, lead or co-lead research and help actualize acquisitions
(i.e. nightclubs, promotion companies, etc.)
o assist to strategize and manage the growth of closed acquisitions
(with sales and marketing management, and HR)
o work with Management with strategy, management and structure
o ongoing effort towards business networking to grow RRUN's business
interests
o work to secure partnerships with promoters and promotion companies
o work to secure strategic partners
o develop, market and sell sponsorship packages
o work with Management to develop the RAHX Live promotion network
o create, present and help actualize new business projects
o assist in the headhunting and hiring process of quality employees
o assist with development of business structure of RRUN (i.e.
improving efficiency and effectiveness of business operations)
o oversee sales, marketing and promotions team (short-medium term),
develop and oversee bus dev team (long term)
Schedule B - Compensation Terms
________________________________________________________________________________
Chart B1) Cash Compensation Terms
________________________________________________________________________________
Total USD $3,000 / month
________________________________________________________________________________
Billing Invoiced to RRUN or RAHX, Inc. or other subsidiary as directed by
RRUN management. Invoiced Monthly at rate of USD $3000.00/month. All
payments to be made to Xxxx Xxxxxx.
________________________________________________________________________________
________________________________________________________________________________
Chart B2) Commission Based Incentive Structure
________________________________________________________________________________
______________________________________ _________________________________________
Commissionable Transaction Details
______________________________________ _________________________________________
Acquisitions 5% on stock exchanges and 2.5% on cash
exchanges (i.e. if an acquisition closes
and RRUN expends $100,000 USD in stock
and $100,000 USD in cash, TM would
receive $5,000 USD in stock and $2,500
USD in cash)
______________________________________ _________________________________________
Sponsorships $1,000 USD in stock for every $10,000 USD
of sponsorship secured made and 10% cash
commission
______________________________________ _________________________________________
Strategic Partners $1,000 USD in stock and $2,500 USD in
cash
______________________________________ _________________________________________
Human Resources $1,000 USD in stock and $1,000 USD in
cash for each employee
______________________________________ _________________________________________
Note:
- All stock based conversion done at market price
- All stock based compensation is defined as RRUN common stock
- All above compensation is in effect only when TM is the lead agent for RRUN
on the transaction
- The transaction must close fully for TM to receive the respective commission
- Commission will be payable in 60 days upon closing of Transaction
________________________________________________________________________________
________________________________________________________________________________
Chart B3) Stock Derivatives (Options and Warrants)
________________________________________________________________________________
Note 1: - during the Term the Company will consider TM eligible for Grants of
Stock Options or Warrants.
________________________________________________________________________________
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