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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  Ray  Hawkins  (RH)  at  #71  - 1075 Granville Street Vancouver, BC V6Z 1L4.

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

1)     Role  and  Scope  of  Work  (Schedule  A,  if  needed)
  *  RH  will  act as an officer and director and provide exclusive services for
RRUN  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.   10K  USD  /month  ($120K  for  the  first  year  )
c)     Annual  Cash  Compensation  will  be  reviewed  every  year  of the Term.
RH  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.
RH  will  have  the  right  to  receive  additional  Cash Compensation from RRUN
subsidiaries/ventures  that  RH  is  contributing  significant  services.
c) Bonus Cash Compensation:  RRUN agrees to pay Bonus Compensation in the amount
of $150,000 USD for signing of this agreement and for commitment to services for
RRUN.  RH  agrees  there  will  be  no  specific terms of payment and any unpaid
balance  will bear no interest. RH will have the right to convert any portion of
the unpaid balance of the Bonus Cash Compensation to common stock of RRUN or its
RAHX  subsidiary/venture.
d)     Stock  Compensation  (SCHEDULE  B)  -  stock  options  &  stock  grant
e)     Additional Bonus - RH 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  RH.
e)  Property  Development  Compensation
As  part  of RH's overall compensation, RRUN will afford RH the right to receive
royalty  or  income  sharing  compensation  rights  in all products, services or
ventures  created,  co-created, invented or co invented or  conceptualized or co
conceptualized  by  RH  for  RRUN  or  any  of  its subsidiaries/ventures. These
Property Development Compensation will be negotiated on a case by case basis

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Management  Services  Memorandum
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and
will  executed  via  separate  Property  Development  agreements.  Any  Cash
Compensation  Paid  to  RH  will  be  deducted  from  any  Property  Development
Compensation  owed  to  RH before 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 RH 60 days
written  notice.  IF  RH  terminates  this  memorandum it must give RRUN 90 days
written  notice.
  ii.   Termination  Provisions  -  If RH is terminated the following provisions
will  take  effect:
   * All  outstanding  invoices  or  salaries for RH will become due and payable
immediately
   * All  outstanding  Loans  from  RH  are  due  and  payable  immediately
     RH 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 RH'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/ Ray Hawkins
_______________________________         ________________________________
RRUN  Ventures  Network  Inc
Authorized  Signatory                   Ray  Hawkins


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Management  Services  Memorandum
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Schedule  A
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Role  and  Scope  of  Work
  *  ROLE  #1  -  Chairman,  President  &  CEO  RRUN  Ventures  Network  Inc.

  *  ROLE  #2  -  Chairman,  President  &  CEO  RAHX,  Inc.

  *  ROLE  #3  -  co-Chairman,  President  &  Interim  co-CEO  AXXUS Corporation

     All  above  roles have the following scope of work duties including but not
limited  to  the  following:  developing,  directing and managing the vision and
direction  of  the  company,  securing  of  financing,  the  forging of business
development,  securing  of partnerships, and overseeing product development, and
marketing  campaigns.




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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