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Management  Services  Memorandum
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This  Memorandum  is  BY  and  BETWEEN

RRUN  Ventures  Network  Inc.  (RRUN)
having  office  at  4th  floor  62  w.  8th  Ave  Vancouver,  BC  V5Y  1M7

And;

Edwin  Kwong  (EK)

having  residence  at  #5  744  w  7th  Ave  Vancouver,  BC  V5Z  1B8.

Whereas  this  Memorandum  outlines  the  understanding  of  the  parties of the
following  terms  and  conditions  of  Service  between  RRUN  and  EK  ,

1)     Role  and  Scope  of  Work
EK  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.  $6,667  USD  /month  ($80,000  USD/year)
c)     Annual  Cash  Compensation  will  be  reviewed  every  year  of the Term.
EK  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.
EK  will  have  the  right  to  receive  additional  Cash Compensation from RRUN
subsidiaries/ventures  that  EK  is  contributing  significant  services.
d) Bonus Cash Compensation:  RRUN agrees to pay Bonus Compensation in the amount
of  $60,000 USD for the signing of this agreement and the commitment of services
to  RRUN.  EK  agrees  there will be no specific terms of payment and any unpaid
balance  will bear no interest. EK 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)  -  EK  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 EK 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 - EK 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  EK.

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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 EK 60 days
written  notice.  IF  EK  terminates  this  memorandum it must give RRUN 90 days
written  notice.
  b)   Termination  Provisions  -  If  EK is terminated the following provisions
will  take  effect:
  *  All  outstanding  invoices  or  salaries for EK will become due and payable
immediately
  *  All  outstanding  Loans  from  EK  are  due  and  payable  immediately
  *  EK will have the right to convert any outstanding invoices, salaries, loans
payable  or  other  income  payable  to  common stock @ a 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 EK'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/ Edwin Kwong                         /S/ Edwin Kwong
_______________________________         ________________________________
RRUN  Ventures  Network  Inc
Authorized  Signatory                   Edwin  Kwong

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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,  COO  and  interim  CFO  RRUN  Ventures Network Inc.
   * ROLE  #2  -  Director  &  COO  AXXUS  Corporation

   * All  above  roles have the following scope of work duties including but not
limited  to  the  following:  developing, directing and managing the operational
efficiency  of  the  Company;  the  management and support of all Accounting and
Administrative  functions  within  the  Company; business development; financial
management.




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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