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;
Saya Kyvrikosaios (SK)
having residence at 00000 Xxxxx Xxxx, Xxxxx Xxxxx, XX X0X0X0.
Whereas this Memorandum outlines the understanding of the parties of the
following terms and conditions of Service between RRUN and SK,
1) Role and Scope of Work
SK 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 3 years.
b) Cash Compensation. $6,667 USD /month ($80,000 USD/year) .
c) Annual Cash Compensation will be reviewed every year of the Term.
SK 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.
SK will have the right to receive additional Cash Compensation from RRUN
subsidiaries/ventures that SK is contributing significant services.
d) Stock Compensation (SCHEDULE B) - SK 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 SK from time to time as
per approval of the Board of Directors of RRUN.
See Schedule B for stock options & stock grant details.
e) BONUS - SK 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 SK.
f) Termination Terms
a) Notice Terms - If RRUN terminates this memorandum it must give SK 60 days
written notice. IF SK terminates this memorandum it must give RRUN 90 days
written notice.
* Termination Provisions - If SK or RRUN terminates this memorandum the
following provisions will take effect:
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Management Services Memorandum
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* RRUN or any of RRUN management will have the right to offer a buy out or
option to buy out of SK's equity position
* SK will resign from the board of RRUN and from the board of any RRUN
subsidiary/AXXUS that he is a board member of.
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/ Saya Kyvrikosaios
_______________________________ ________________________________
RRUN Ventures Network Inc
Authorized Signatory Saya Kyvrikosaios
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Management Services Memorandum
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Schedule A
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Role and Scope of Work
* ROLE #1 - Director and Chief Ventures Development Officer RRUN Ventures
Network Inc.
o Direct, develop and manage the development of each venture
under RRUN
* ROLE #2 - Director, AXXUS Corporation
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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