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 Emanuel Koseos (EKO)
having office at 0xx xxxxx 00 x. 0xx Xxx Xxxxxxxxx, XX X0X 0X0.
Whereas this Memorandum outlines the understanding of the parties of the
following terms and conditions of Service between RRUN and EKO ,
1) Role and Scope of Work (Schedule A, if needed)
* EKO will act as an officer of RRUN and act as officer and director for
AXXUS Corporation (AXXUS) and other select RRUN subsidiaries and provide
exclusive services for RRUN, AXXUS 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. $10,000 USD /month ($120,000 USD/year) To be paid by
in whole or in part by AXXUS
Annual Cash Compensation will be reviewed every year of the Term.
EKO 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.
EKO will have the right to receive additional Cash Compensation from RRUN
subsidiaries/ventures that EKO is contributing significant services.
c) Stock Compensation (SCHEDULE B) - stock options & stock grant
d) BONUS - EKO will have the right to earn 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 EKO.
e) Property Development Compensation
As part of EKO's overall compensation, RRUN will afford EKO the right to receive
royalty or income sharing compensation rights in all technology products,
services or ventures created, co-created, invented or co invented or
conceptualized or co conceptualized by EKO for RRUN or any of its
subsidiaries/ventures. These Property Development Compensation will be
negotiated on a case by case basis and will executed via separate Property
Development agreements. Any Cash Compensation Paid to EKO will be deducted from
any Property Development Compensation owed to EKO before
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Management Services Memorandum
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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 EKO 60
days written notice. IF EKO terminates this memorandum it must give RRUN 90 days
written notice.
ii. Termination Provisions - If EKO is terminated the following provisions
will take effect:
* All outstanding invoices or salaries for EKO will become due and payable
immediately
* All outstanding Loans from EKO are due and payable immediately
* EKO 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 EKO'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/ Emanuel Koseos
_______________________________ ________________________________
RRUN Ventures Network Inc
Authorized Signatory Emanuel Koseos
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Management Services Memorandum
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Schedule A
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Role and Scope of Work
* ROLE #1 - CTO RRUN Ventures Network Inc.
* ROLE #2 - co-Chairman, Interim co CEO AXXUS
* All above roles have the following scope of work duties including but not
limited to the following: developing, directing and managing the technology
development of each company's technology research and development and technology
product completion from concept through to architecture design, alpha, and beta
stages.
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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