RRUN Consultant Services 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
Xxxxxxxxx Xxxxxx herein known as ("AP")
00000 Xxxxxxxxxxxx Xxxxx,
Xxxxxx, Xxxxxxxxxx
XXX 91342
On this the 6th day of April , 2003.
WHEREAS, the Company is in the primary business of producing live entertainment
events and the development and management of entertainment establishments
namely, nightclubs; and
WHEREAS, Xxxxxxxxx Xxxxxx is an accomplished music producer and entertainment
entrepreneur. Xxxxxxxxx Xxxxxx provides music production services and
entertainment consulting services to clients such as Universal Pictures,
Universal Music, BMG, under his personal name, his professional moniker "Brainz
Dimilo" and also through his production company Presidential Campaign; and
WHEREAS RRUN is desirous of engaging AP as an independent consultant and AP is
desirous of performing as an independent consultant for RRUN as per the
following terms and conditions;
1) Services
1.1) AP will provide independent consultanting services to RRUN, its
subsidiary RAHX, Inc. or any other subsidiary of RRUN as directed by
management of RRUN and agreed to by AP (details as per Schedule A),
including but not limited to:
a) Provide advisory and consulting regarding development of
RAHX projects (entertainment establishments, namely
nightclubs; concerts, music, multimedia, etc.)
b) Provide advisory and consulting regarding development of
new entertainment and urban lifestyle projects for RRUN
c) Provide advisory and consulting regarding introduction of
contacts to RRUN for the purposes of business development
2) Compensation
2.1) RRUN will compensate AP for the above-mentioned services as per the
following:
2.2) Reimbursement or advancement of reasonable expenses related to the
services rendered hereunder.
2.4) Consideration in Stock Grants or Stock Options Grants or Warrants
Grants to be issued by RRUN (See Schedule B)
3) Term
3.1) The Term of this Memorandum will be for a term of nine months until
December 15, 2003 and renewable for one (1) additional 1 year 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 by mutual agreement of the parties in
exchange for a long-form consulting agreement.
3.3) During the term, RRUN reserves the right to conduct periodic reviews
of services provided by AP to RRUN.
Page 1 of 3
4) Termination
a) Either party may terminate this Memorandum by giving the
other party 30 days written notice.
b) Upon termination of this Memorandum, all confidential
information will be returned by each party to the other
party from which the confidential information was received.
5) Confidentiality
Both parties agree to keep all information received, verbal or written
confidential and further agree to execute any non disclosure or
confidentiality agreements required by the requesting party.
4 Notices and Modifications
Any notice or other communication hereunder shall be in writing and sent to
the principal address of the party set forth in the preamble to this
Memorandum. No modification to any provision hereof shall be effective
unless stated in writing and signed by both parties hereto.
This Memorandum is governed by the laws of the province of British Columbia.
Agreed and Accepted on the date above written:
_________________________________ ______________________________
RRUN Ventures Network Inc. Xxxxxxxxx Xxxxxx
Authorized Signatory
Page 2 0f 3
Schedule A - Scope of Services
Responsibilities including but not limited to the following:
d) Provide advisory and consulting regarding development of
RAHX projects (establishments, nightclubs, concerts, music,
multimedia, etc.)
e) Provide advisory and consulting regarding development of
new entertainment and urban lifestyle projects for RRUN
f) Provide advisory and consulting regarding introduction of
contacts to RRUN for the purposes of business development
Specifically, including but not limited to:
i) Advise and consult on the development of a nightclub with
a theme based around the personalities of certain
entertainers
ii) the development of nightclubs with other themes
iii) advising, consulting developing and producing of music
projects
iv) advising, consulting developing and producing of
multimedia projects
Schedule B - Compensation Terms
________________________________________________________________________________
Chart B) Stock Grant
________________________________________________________________________________
1. This gives effect to the provisions of Section 2bi) of that certain Strategic
Partnership Memorandum of Understanding entered into on December 16, 2002 by and
between RRUN and Presidential Campaign Entertainment, the contents of which are
hereby incorporated by reference:
Compensation will be 1,500,000 common shares of RRUN stock to be issued the AP
as follows:
a) An initial grant of 500,000 of RRUN common shares shall be a stock
grant as per the following issuance;
o 250,000 @ $0.004/share Restricted Xxxxxxxxx Xxxxxx
o 250,000 @ $0.01/share Free Trading Xxxxxxxxx Xxxxxx
b) Further stock based compensation that is due under the Memorandum
will be executed as per a stock grant (1,000,000 RRUN restricted
common shares @ $0.004/share). These shares will be issued and held
in escrow to be released to AP upon the attainment of mutually
agreed to be determined milestones.
2. The free trading shares referred to hereunder is compensation for the
personal advisory/consultancy services provided by AP and to RRUN as per
schedule A above.
3. As per the issued and escrowed restricted stock referred to in 1(b) above, XX
agrees to hereby authorize the Company to cancel any stock unearned and
subsequently unreleased.
4. The issuance agreed upon hereunder and any registration is further subject to
the approval of the Board of Directors of RRUN Ventures Network Inc.
________________________________________________________________________________
