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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  Emanuel  Koseos  (EKO)

having  office  at  4th  floor  62  w.  8th  Ave  Vancouver,  BC  V5Y  1M7.

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/ Edwin Kwong                         /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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