[LOGO] GlobalEuroNet Group, Inc.
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU"), entered this 28th day of June, 2000,
by and between GlobalEuroNet Group Inc. ("GEN") a Delaware corporation and
Advicorp Ltd. ("Advicorp") a UK corporation, sets forth the agreement terms of
the parties hereto.
WHEREAS: Advicorp, a London UK based limited company is involved in corporate
finance advisory activities particularly focusing on the Italian market.
Advicorp is SFA regulated with Corporate Finance Advisor classification.
WHEREAS: Advicorp maintains a representative office in Rome, Italy on the
premises of a private limited liability company-Cedis S.r.L.
WHEREAS: GEN is an investment company seeking to place investments in private
companies engaged in information technology; communications; Internet business;
and related products, applications and industries.
WHEREAS: GEN intends to focus efforts on markets in Europe and Israel and
desires to open a company office in Rome.
This MOU details the terms of the relationship between the parties effective as
of April 1, 2000, that have been agreed in principle and make up the basis of
further negotiation, agreement and execution of a definitive agreement, however,
it is the intention of the parties that this agreement shall govern their
relationship until such time as further documentation is prepared and executed:
1. Advicorp shall, subject to GEN's prior and ongoing approval, provide
office accommodations to GEN in Rome in Advicorp's representative office
or any other location as may be appropriate.
2. GEN has employed Xxxxxx Xxxxxx-Xxxxxxxx ("Xxxxxx-Xxxxxxxx"); Xxxxxx
X. Xxxxxxx ("Xxxxxxx") to run GEN operations in Italy and Israel, and
in additional territories as may be identified in the future. GEN has
also employed Xxxxxxxx Xxxxx ("Tomei") as an associate. Advicorp shall
pay salaries for Xxxxxx-Xxxxxxxx, Xxxxxxx and Xxxxx in arrears on a
monthly basis. Xxxxxx-Xxxxxxxx shall be compensated based upon $175,000
U.S. dollars per annum; Haggiag shall be compensated based upon
$100,000 U.S. dollars per annum; and Tomei shall be compensated based
upon $33,000 U.S. dollars per annum. Additionally, as to Tomei, he has
been granted a five-year option to purchase 30,000 shares of GEN at
$5.00 per share with 50% of such options vested now and the remaining
50% vesting on the one-year anniversary of Tomei's employment. Tomei
will also be eligible for the performance based increases in salary
referenced in his GEN employment letter dated April 12, 2000.
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MEMORANDUM OF UNDERSTANDING- Page 2
3. Xxxxxx-Xxxxxxxx shall devote all of his business time and efforts to
GEN related matters subject, however, to an initial ramp-up during which
time Xxxxxx-Xxxxxxxx shall be transferring responsibilities in certain
outside projects to others. It is understood that Xxxxxx-Xxxxxxxx shall
remain Managing Director of Advicorp during his employ by GEN. Haggiag
shall use reasonable efforts to devote approximately one-half of his
individual business time to GEN related matters. Tomei shall devote full
time to GEN matters.
4. GEN shall pay Advicorp a monthly fee in the amount of $30,100 by the
23rd of each month, covering GEN's monthly operating expenses in Italy.
This fee shall cover employee salaries, office rent and administrative
expenses; all of which must be documented via the provision of receipts
and invoices in hard copy form, except for the salaries of
Xxxxxx-Xxxxxxxx, Xxxxxxx and Xxxxx. GEN is exploring ways to provide
Xxxxxx-Xxxxxxxx, Haggiag and Tomei with medical insurance that is
similar in cost and benefit to that provided to XxxxxxXxxXxxxxxxxx.xxx's
employees in the UK or GEN's employees in the US.
5. GEN shall pay all approved business travel and reasonable
out-of-pocket business expenses. Advicorp shall provide receipts in hard
copy form for all such expenses to GEN via mail. GEN shall settle all
approved business expenses on a monthly basis.
6. Xxxxxx-Xxxxxxxx and Xxxxxxx shall be responsible for the day-to-day
business matters of the GEN offices in Rome. Xxxxxx-Xxxxxxxx and Haggiag
shall not have authority to bind GEN to expenses or obligations, except
as set forth in this MOU; and neither shall represent themselves, nor
Advicorp, as having the authority to enter into contracts on behalf of
GEN without prior written authority of the Board of Directors of GEN.
7. This MOU may be superseded by a more comprehensive definitive
agreement that will contain further provisions, however, under any
circumstances, by execution of this agreement, Advicorp and
Xxxxxx-Xxxxxxxx and Xxxxxxx agree to maintain all GEN information with
absolute confidentiality and not to compete with GEN under any
circumstances without written consent by GEN first obtained.
8. This MOU shall, unless otherwise agreed, remain in full force and
effect for 6 months, or until execution of a further agreement, and is
otherwise terminate on 3-month's written notice by either party.
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MEMORANDUM OF UNDERSTANDING- Page 3
9. English law shall govern this MOU.
Agreed and accepted this 20th day of July, 2000.
By: /s/ Xxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxxx-Xxxxxxxx
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GlobalEuroNet Group Inc. Advicorp Ltd.
