STOCK OPTION PLAN OF
                      RRUN VENTURES NETWORK INC.
                        A Nevada Corporation

1.  Purpose of the Plan

The purpose of this Plan is to strengthen RRun Ventures Network Inc.
(hereinafter the "Company") by providing incentive stock options as a
means to attract, retain and motivate key corporate personnel, through
ownership of stock of the Company, and to attract individuals of
outstanding ability to render services to and enter the employment of
the Company or its subsidiaries.

2.  Types of Stock Options

There shall be two types of Stock Options (referred to herein as
"Options" without distinction between such different types) that may be
granted under this Plan: (1) Options intended to qualify as Incentive
Stock Options under Section 422 of the Internal Revenue Code
("Qualified Stock Options"), and (2) Options not specifically
authorized or qualified for favorable income tax treatment
under the Internal Revenue Code ("Non-Qualified Stock Options").

3.  Definitions
The following definitions are applicable to the Plan:
(a)	Board.  The Board of Directors of the Company.
(b)	Code.  The Internal Revenue Code of 1986, as amended from time to
time.
(c)	Common Stock. The shares of Common Stock of the Company.
(d)	Company. RRun Ventures Network Inc., a Nevada corporation.
(e)	Consultant. An individual or entity that renders professional
services to the Company as an independent contractor and is not an
employee or under the direct supervision and control of the
Company.
(f)	Disabled or Disability. For the purposes of Section 7, a
disability of the type defined in Section 22(e)(3) of the Code. The
determination of whether an individual is Disabled or has a Disability
is determined under procedures established by the Plan Administrator
for purposes of the Plan.
(g)	Fair Market Value. For purposes of the Plan, the "fair market
value" per share of Common Stock of the Company at any date shall be:
(a) if the Common Stock is listed on an established stock exchange or
exchanges or the NASDAQ National Market, the closing price per share on
the last trading day immediately preceding such date on the principal
exchange on which it is traded or as reported by NASDAQ; or (b) if the
Common Stock is not then listed on an exchange or the NASDAQ National
Market, but is quoted on the NASDAQ Small Cap Market, the NASDAQ
electronic bulletin board or the National Quotation Bureau pink sheets,
the average of the closing bid and asked prices per share for the
Common Stock as quoted by NASDAQ or the National Quotation Bureau, as
the case may be, on the last trading day immediately preceding such
date; or (c) if the Common Stock is not then listed on an exchange or
the NASDAQ National Market, or quoted by NASDAQ or the National
Quotation Bureau, an amount determined in good faith by
the Plan Administrator.

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(h)	Incentive Stock Option. Any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section
422 of the Code.
(i)	Non-Qualified Stock Option. Any Stock Option that is not an
Incentive Stock Option.
(j)	Optionee. The recipient of a Stock Option.
(k)	Plan Administrator. The board or a committee designated by the
Board pursuant to Section 4 to administer and interpret the terms of
the Plan.
(l)	Stock Option. Any option to purchase shares of Common Stock
granted pursuant to Section 7.

4.  Administration of the Plan

This Plan shall be administered by a "Compensation Committee" or "Plan
Administrator" composed of members selected by, and serving at the
pleasure of, the Board of Directors. Subject to the provisions of the
Plan, the Plan Administrator shall have authority to construe and
interpret the Plan, to promulgate, amend, and rescind rules and
regulations relating to its administration, to select, from
time to time, among the eligible employees and non-employee consultants
(as determined pursuant to Section 5) of the Company and its
subsidiaries those employees and consultants to whom Stock Options will
be granted, to determine the duration and manner of the grant of the
Options, to determine the exercise price, the number of shares and
other terms covered by the Stock Options, to determine the duration and
purpose of leaves of absence which may be granted to Stock Option
holders without constituting termination of their employment for
purposes of the Plan, and to make all of the determinations necessary
or advisable for administration of the Plan. The interpretation and
construction by the Plan Administrator of any provision of the Plan, or
of any agreement issued and executed under the Plan, shall be final and
binding upon all parties. No member of the Committee or Board shall be
liable for any action or determination undertaken or made in good faith
with respect to the Plan or any agreement executed pursuant to the
Plan.

All of the members of the Committee shall be persons who, in the
opinion of counsel to the Company, are outside directors and "non-
employee directors" within the meaning of Rule l6b-3(b)(3)(i)
promulgated by the Securities and Exchange Commission.  From time to
time, the Board may increase or decrease the size of the Committee, and
add additional members to, or remove members from, the Committee. The
Committee shall act pursuant to a majority vote, or the written
consent of a majority of its members, and minutes shall be kept of all
of its meetings and copies thereof shall be provided to the Board.
Subject to the provisions of the Plan and the directions of the
Board, the Committee may establish and follow such rules and
regulations for the conduct of its business as it may deem advisable.

At the option of the Board, the entire Board of Directors of the
Company may act as the Plan Administrator during such periods of time
as all members of the Board are "outside directors" as defined in Prop.
Treas. Regs. Sec.1.162-27(e)(3), except that this requirement shall not
apply during any period of time prior to the date the Company's Common
Stock becomes registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended.

5.  Grant of Options

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The Company is hereby authorized to grant Incentive Stock Options as
defined in section 422 of the Code to any employee or director
(including any officer or director who is an employee) of the
Company, or of any of its subsidiaries; provided, however, that no
person who owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company, or any of its
parent or subsidiary corporations, shall be eligible to receive an
Incentive Stock Option under the Plan unless at the time such Incentive
Stock Option is granted the Option price is at least 110% of the fair
market value of the shares subject to the Option, and such Option by
its terms is not exercisable after the expiration of five years from
the date such Option is granted.

An employee may receive more than one Option under the Plan. Non-
Employee Directors shall be eligible to receive Non-Qualified Stock
Options in the discretion of the Plan Administrator.  In addition, Non-
Qualified Stock Options may be granted to Consultants who are selected
by the Plan Administrator.

6.  Stock Subject to Plan

The stock available for grant of Options under this Plan shall be
shares of the Company's authorized but unissued, or reacquired, Common
Stock. The aggregate sales price, or amount of securities sold,
during any 12 month period may not exceed the greater of: (1) $1
million, (2)  15% of the total assets of the Company, or (3) 15% of the
issued and outstanding common stock of the company, including
shares previously issued under this Plan or other stock option plans
created by the Company; provided however that the number of options.
The maximum number of shares for which an Option may be granted to any
Optionee during any calendar year shall not exceed 500,000 shares.  In
the event that any outstanding Option under the Plan for any reason
expires or is terminated, the shares of Common Stock allocable to the
unexercised portion of the Option shall again be available for Options
under the Plan as if no Option had been granted with regard to such
shares.

7.  Terms and Conditions of Options

Options granted under the Plan shall be evidenced by agreements (which
need not be identical) in such form and containing such provisions that
are consistent with the Plan as the Plan Administrator shall from time
to time approve. Such agreements may incorporate all or any of the
terms hereof by reference and shall comply with and be subject to the
following terms and conditions:

(a)	Number of Shares. Each Option agreement shall specify the number
of shares subject to the Option.

(b)	Option Price. The purchase price for the shares subject to any
Option shall be determined by the Plan Administrator at the time of the
grant, but shall not be less than 85% of Fair Market Value per share.
Anything to the contrary notwithstanding, the purchase price for the
shares subject to any Incentive Stock Option shall not be less than
100% of the Fair Market Value of the shares of Common Stock of the
Company on the date the Stock Option is granted. In the case of any
Option granted to an employee who owns stock possessing more than 10%
of the total combined voting power of all classes of stock of the
Company, or any of its parent or subsidiary corporations, the
Option price shall not be less than 110% of the Fair Market Value per
share of the Common Stock of the Company on the date the Option is
granted.  For purposes of determining the stock ownership of an
employee, the attribution rules of Section 424(d) of the Code shall
apply.

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(c)	Notice and Payment. Any exercisable portion of a Stock Option may
be exercised only by: (a) delivery of a written notice to the Company
prior to the time when such Stock Option becomes unexercisable herein,
stating the number of shares bring purchased and complying with all
applicable rules established by the Plan Administrator; (b) payment in
full of the exercise price of such Option by, as applicable, delivery
of: (i) cash or check for an amount equal to the aggregate Stock Option
exercise price for the number of shares being purchased, (ii) in the
discretion of the Plan Administrator, upon such terms as the Plan
Administrator shall approve, a copy of instructions to a broker
directing such broker to sell the Common Stock for which such Option is
exercised, and to remit to the Company the aggregate exercise price of
such Stock Option (a "cash1ess exercise"), or (iii) in the discretion
of the Plan Administrator, upon such terms as the Plan Administrator
shall approve, shares of the Company's Common Stock owned by the
Optionee, duly endorsed for transfer to the Company, with a Fair Market
Value on the date of delivery equal to the aggregate purchase price of
the shares with respect to which such Stock Option or portion is
thereby exercised (a "stock-for-stock exercise"); (c) payment of the
amount of tax required to be withheld (if any) by the Company, or any
parent or subsidiary corporation as a result of the exercise of a Stock
Option.  At the discretion of the Plan Administrator, upon such
terms as the Plan Administrator shall approve, the Optionee may pay all
or a portion of the tax withholding by: (i) cash or check payable to
the Company, (ii) a cashless exercise, (iii) a stock-for-stock
exercise, or (iv) a combination of one or more of the foregoing payment
rnethods; and (d) delivery of a written notice to the Company
requesting that the Company direct the transfer agent to issue to the
Optionee (or his designee) a certificate for the number of shares of
Common Stock for which the Option was exercised or, in the case of a
cashless exercise, for any shares that were not sold in the cashless
exercise. Notwithstanding the foregoing, the Company, in
its sole discretion, may extend and maintain, or mange for the
extension and maintenance of credit to any Optionee to finance the
Optionee's purchase of shares pursuant to the exercise of any
Stock Option, on such terms as may be approved by the Plan
Administrator, subject to applicable regulations of the Federal Reserve
Board and any other laws or regulations in effect at the time
such credit is extended.

(d)	Terms of Option.  No Option shall be exercisable after the
expiration of the earliest of: (a) ten years after the date the Option
is granted, (b) three months after the date the Optionee's
employment with the Company and its subsidiaries terminates, or a Non-
Employee Director or Consultant ceases to provide services to the
Company, if such termination or cessation is for any reason other than
Disability or death, (c) one year after the date the Optionee's
employment with the Company, and its subsidiaries, terminates, or a
Non-Employee Director or Consultant ceases to provide services to the
Company, if such termination or cessation is a result of death or
Disability; provided, however, that the Option agreement for any Option
may provide for shorter periods in each of the foregoing instances. In
the case of an Incentive Stock Option granted to an employee who owns
stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company, or any of its parent or subsidiary
corporations, the term set forth in (a) above shall not be more than
five years after the date the Option is granted.

(e)	Exercise of an Option. No Option shall be exercisable during the
lifetime of the Optionee by any person other than the Optionee. Subject
to the foregoing, the Plan Administrator shall have the power to set
the time or times within which each Option shall be exercisable and to
accelerate the time or times of exercise; provided however, the Option
shall provide the right to exercise at the

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rate of at least 20% per year over five years from the date the Option
is granted. Unless otherwise provided by the Plan Administrator, each
Option granted under the Plan shall become exercisable on a cumulative
basis as to one-third (1/3) of the total number of shares covered
thereby at any time after one year from the date the Option is granted
and an additional one-third (1/3) of such total number of shares at any
time after the end of each consecutive one-year period thereafter
until the Option has become exercisable as to all of such total number
of shares. To the extent that an Optionee has the right to exercise an
Option and purchase shares pursuant hereto, the Option may be exercised
from time to time by written notice to the Company, stating the number
of shares being purchased and accompanied by payment in full of the
exercise price for such shares.

(f)	No Transfer of Option. No Option shall be transferable by an
Optionee otherwise than by will or the laws of descent and
distribution.

(g)	Limit on Incentive Stock Option. The aggregate Fair Market Value
(determined at the time the Option is granted) of the stock with
respect to which an Incentive Stock Option is granted and exercisable
for the first time by an Optionee during any calendar year (under all
Incentive Stock Option plans of the Company and its subsidiaries) shall
not exceed $100,000.  To the extent the aggregate Fair Market Value
(determined at the time the Stock Option is granted) of the Common
Stock with respect to which Incentive Stock Options are exercisable for
the first time by an Optionee during any calendar year (under all
Incentive Stock Option plans of the Company and any parent or
subsidiary corporations) exceeds $100,000, such Stock Options shall be
treated as Non-Qualified Stock Options.  The determination of which
Stock Options shall be treated as Non-Qualified Stock Options shall be
made by taking Stock Options into account in the Order in which they
were granted.

(h)	Restriction on Issuance of Shares.  The issuance of Options and
shares shall be subject to compliance with all of the applicable
requirements of law with respect to the issuance and sale of
securities, including, without limitation, any required qualification
under state securities laws.  If an Optionee acquires shares of Common
Stock pursuant to the exercise of an Option, the Plan Administrator, in
its sole discretion, may require as a condition of issuance of shares
covered by the Option that the shares of Common Stock be subject to
restrictions on transfer. The Company may place a legend on the share
certificates reflecting the fact that they are subject to restrictions
on transfer pursuant to the terms of this Section.  In addition, the
Optionee may be required to execute a buy-sell agreement in favor of
the Company or its designee with respect to all or any of the shares so
acquired. In such event, the terms of any such agreement shall apply to
the optioned shares.

(i)	Investment Representation. Any Optionee may be required, as a
condition of issuance of shares covered by his or her Option, to
represent that the shares to be acquired pursuant to exercise will
be acquired for investment and without a view toward distribution
thereof, and in such case, the Company may place a legend on the share
certificate(s) evidencing the fact that they were acquired for
investment and cannot be sold or transferred unless registered under
the Securities Act of 1933, as amended, or unless counsel for the
Company is satisfied that the circumstances of the proposed transfer do
not require such registration.

(j)	Rights as a Shareholder or Employee.  An Optionee or transferee
of an Option shall have no right as a stockholder of the Company with
respect to any shares covered by any Option until the

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date of the issuance of a share certificate for such shares.  No
adjustment shall be made for dividends (Ordinary or extraordinary,
whether cash, securities, or other property), or distributions
or other rights for which the record date is prior to the date such
share certificate is issued, except as provided in paragraph (m) below.
Nothing in the Plan or in any Option agreement shall confer upon any
employee any right to continue in the employ of the Company or any of
its subsidiaries or interfere in any way with any right of the Company
or any subsidiary to terminate the Optionee's employment at any time.

(k)	No Fractional Shares. In no event shall the Company be required
to issue fractional shares upon the exercise of an Option.

(l)	Exercise in the Event of Death. In the event of the death of the
Optionee, any Option or unexercised portion thereof granted to the
Optionee, to the extent exercisable by him or her on the date of death,
may be exercised by the Optionee's personal representatives, heirs, or
legatees subject to the provisions of paragraph (d) above.

(m)	 Recapitalization or Reorganization of the Company.  In the event
of a complete liquidation of the Company or a merger, reorganization,
or consolidation of the Company with any other corporation in which the
Company is not the surviving corporation, or the Company becomes a
wholly-owned subsidiary of another corporation, any unexercised Options
granted under the Plan shall be deemed cancelled unless the surviving
corporation in any such merger, reorganization, or consolidation elects
to assume the Options under the Plan or to issue substitute Options in
place thereof; provided, however, that notwithstanding the foregoing,
if such Options would be cancelled in accordance with the foregoing,
the Optionee shall have the right exercisable during a ten-day period
ending on the fifth day prior to such liquidation, merger, or
consolidation to exercise such Option in whole or in part without
regard to any installment exercise provisions in the Option agreement.

(n)	Modification, Extension and Renewal of Options.  Subject to the
terms and conditions and within the limitations of the Plan, the Plan
Administrator may modify, extend or renew outstanding options granted
under the Plan and accept the surrender of outstanding Options (to
the extent not theretofore exercised).  The Plan Administrator shall
not, however, without the approval of the Board, modify any outstanding
Incentive Stock Option in any manner that would cause the Option not to
qualify as an Incentive Stock Option within the meaning of Section 422
of the Code. Notwithstanding the foregoing. no modification of an
Option shall, without the consent of the Optionee, alter or impair any
rights of the Optionee under the Option.

(o)	Other Provisions. Each Option may contain such other terms,
provisions, and conditions not inconsistent with the Plan as may be
determined by the Plan Administrator.

8.  Termination or Amendment of the Plan

The Board may at any time terminate or amend the Plan; provided that,
without approval of the holders of a majority of the shares of Common
Stock of the Company represented and voting at a duly held meeting at
which a quorum is present or the written consent of a majority of the
outstanding shares of Common Stock, there shall be (except by operation
of the provisions of paragraph (m) above) no increase in the total
number of shares covered by the Plan, no change in the class of

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persons eligible to receive options granted under the Plan, no
reduction in the exercise price of Options granted under the Plan, and
no extension of the latest date upon which Options may be exercised;
and provided further that, without the consent of the Optionee, no
amendment may adversely affect any then outstanding Option or any
unexercised portion thereof.

9.  Indemnification

In addition to such other rights of indemnification as they may have as
members of the Board Committee that administers the Plan, the members
of the Plan Administrator shall be indemnified by the Company against
reasonable expense, including attorney's fees, actually and necessarily
incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein to which they, or
any of them, may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any Option granted
thereunder, and against any and all amounts paid by them in settlement
thereof (provided such settlement is approved by independent
legal counsel selected by the Company).  In addition, such members
shall be indemnified by the Company for any amount paid by them in
satisfaction of a judgment in any action, suit, or proceeding, except
in relation to matters as to which it shall have been adjudged that
such member is liable for negligence or misconduct in the performance
of his or her duties, provided however that within 60 days after
institution of any such action, suit, or proceeding, the member shall
in writing offer the Company the opportunity, at its own expense, to
handle and defend the same.

10.	Effective Date and Term of the Plan

This Plan shall become effective (the "Effective Date") on the date of
adoption by the board of directors as evidenced by the date and
signature below.  Options granted under the Plan prior to
shareholder approval are subject to cancellation by the Plan
Administrator if shareholder approval is not obtained within 12 months
of the date of adoption. Unless sooner terminated by the Board in its
sole discretion, this Plan will expire on December 31, 2011.

IN WITNESS WHEREOF, the Company by its duly authorized officer, has
caused this Plan to be executed this 1st day of  September, 2001.

RRUN VENTURES NETWORK INC.


/s/ Ray Hawkins
---------------
By: Ray Hawkins
Its: President

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