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;
Xxxxx Xxxxx (PB) having residence at #0000 Xxxxxxxxx Xx Xxxxxxxx, XX X0X 0X0.
Whereas this Memorandum outlines the understanding of the parties of the
following terms and conditions of Service between RRUN and PB ,
1) Role and Scope of Work
PB will act as an officer and director and provide exclusive services for RRUN
and for select RRUN subsidiaries. See Schedule A for details
2) Term & Compensation
a) TERM: Starting on January 1, 2002 for a term of 5 years.
b) Cash Compensation. $5,000 USD /month ($60,000 USD/year).
c) Annual Cash Compensation will be reviewed every year of the Term.
PB 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.
PB will have the right to receive additional Cash Compensation from RRUN
subsidiaries/ventures that PB is contributing significant services.
d) Bonus Cash Compensation: RRUN agrees to pay a Bonus Compensation in the
amount of $48,000 USD for the signing of this agreement and commitment of
service to RRUN. PB agrees there will be no specific terms of payment and any
unpaid balance will bear no interest. PB will have the right to convert any
portion of the unpaid balance of the Bonus Compensation to common stock of RRUN
or its RAHX, inc. subsidiary.
d) Stock Compensation (SCHEDULE B) - PB will have the right to receive
stock compensation in addition to Cash Compensation for the services listed in
Schedule A. This Stock Compensation will be granted to PB from time to time as
per approval of the Board of Directors of RRUN.
See Schedule B for stock options & stock grant details.
e) Additional Bonus - PB 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 PB.
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Management Services Memorandum
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f) Termination Terms
a) Notice Terms - If RRUN terminates this memorandum it must give PB 60 days
written notice. IF PB terminates this memorandum it must give RRUN 90 days
written notice.
b) Termination Provisions - If PB is terminated the following provisions
will take effect:
* All outstanding invoices or salaries for PB will become due and payable
immediately
* All outstanding Loans from PB are due and payable immediately
* PB 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
* RRUN will have the right to offer a buy out of PB's equity position,
convertible rights
3) 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/ Xxxxx Xxxxx
_______________________________ ________________________________
RRUN Ventures Network Inc
Authorized Signatory Xxxxx Xxxxx
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Management Services Memorandum
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Schedule A
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Role and Scope of Work
* ROLE #1 - VP Entertainment Ventures.
o Oversee all entertainment related businesses
o Responsible for operational and financial initiatives.
* ROLE #2 - Venture Development and Finance
o Identify new business opportunities and build them to operational
status
o Identify and create capital structures and financial strategies
o Develop investment strategies
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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