<PAGE>

THIS  ASSIGNMENT  OF  LEASE  made  for  reference  the  31st day of August, 2001


BETWEEN

RAH  MEDIA  VENTURES CORPORATION, a British Columbia company with its registered
--------------------------------
and  records  office at #610 - 938 Howe Street, Vancouver, British Columbia, V6Z
1N9

           (hereinafter  called  "the  Assignor")
                                                               OF THE FIRST PART
AND

RRUN  VENTURES  NETWORK  INC.with  an  office  situated  at  62 West 8th Avenue,
-----------------------------
Vancouver,  British  Columbia  V5Y  1M7
-------

          (hereinafter  called  "the  Assignee")
                                                              OF THE SECOND PART

AND

KWONG  HOLDINGS LTD., a British Columbia company with its registered and records
--------------------
office  at  #907 - 1030 West Georgia Street, Vancouver, British Columbia V6E 2Y3

          (hereinafter  called  "the  Lessor")
                                                               OF THE THIRD PART


WHEREAS:

By  an Indenture of Lease dated for reference the 9th day of November, 1999, and
made  between  Kwong Holdings Ltd. as Lessor, and Rah Media Ventures Corporation
as  Lessee,  the  Lessor  therein did demise unto the Lessee therein the demised
premises  thereinafter described to hold from the 3rd day of December, 1999, for
the  term  of THREE (3) YEARS and TWENTY-NINE (29) DAYS, subject to the Lessee's
covenants  therein  contained,  at  the  monthly  rental  as  follows:

The  sum  of  $0  per month from and including December 3, 1999 to and including
December  31,  1999;

The sum of $3,620.63 shall be paid on or before the 1st day of January, 2000 and
a  like  sum  shall be paid on the first day of each and every consecutive month
thereafter,  up  to  and  including  the  1st  day  of  December,  2000;

The sum of $3,927.47 shall be paid on or before the 1st day of January, 2001 and
a  like  sum  shall be paid on the first day of each and every consecutive month
thereafter,  up  to  and  including  the  1st  day  of  December,  2001;

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<PAGE>

The sum of $4,234.30 shall be paid on or before the 1st day of January, 2002 and
a  like  sum  shall be paid on the first day of each and every consecutive month
thereafter,  up  to  and  including  the  1st  day  of  December,  2002;


The  Assignor  has  agreed  to  assign  to  the Assignee with the consent of the
Lessor,  the  unexpired  portion  of  the  Lease.

NOW  THIS  INDENTURE  WITNESSETH that in consideration of ONE ($1.00) Dollar now
paid  by  the  Assignee  to  the  Assignor  (the  receipt  of  which  is  hereby
acknowledged)  the Assignor DOES GRANT and ASSIGN unto the Assignee that portion
of,  all and singular that certain parcel or tract of land and premises situate,
lying  and  being  in  the

     City  of  Vancouver,  PID #015-548-597; Lot 3, Except the South 20
     feet now lane,  Block  49  District  Lot  200A  Plan  197

     and  known  for  municipal  purpose  as  62  West 8th Avenue,
     Vancouver, British Columbia

together  with  the  residue unexpired of the said term, and the said Lease, and
all  the  benefits  and  advantages  to  be  derived  therefrom:

To hold the same unto the Assignee, henceforth for and during the residue of the
term  thereby  granted, and for all the other estate, term and interest (if any)
of  the Assignor therein, subject to the payment of the rent and the performance
of  the  Lessee's  covenants  and  agreements  in  the  said  Lease reserved and
contained.

The  Assignor  does  hereby  covenant  and  agree  with  the  Assignee

(a)     that notwithstanding any act of his, the said Lease is a good, valid and
subsisting  lease,
(b)     that  the rents thereby reserved have been fully paid up to the 31st day
of  August     ,  2001,
(c)     that  the  covenants  and  conditions  contained  therein have been duly
performed  by  the  Assignor  up  to  the  date  hereof,
(d)     that  the Assignor has good right to assign the said Lease and the lands
and  premises  in  the  manner  aforesaid,
(e)     that  subject  to  the  payment  of  the rent and the performance of the
Lessee's  covenants, it shall be lawful for the Assignee, peaceably and quietly,
to hold, occupy and enjoy the said lands and premises hereby assigned during the
residue  of  the term granted by the said Lease, without any interruption by the
Assignor  or  any  person  claiming  under  him,  free  from  all  charges  and
encumbrances  whatsoever,
(f)     that  he, the Assignor, and all persons lawful claiming under him, will,
at  all  times  hereafter,  at  the  request of and at the cost of the Assignee,
assign  and  confirm to the Assignee the said lands and premises for the residue
of  the  said  term  as  the  said  Assignee  shall  reasonably  require.

The  Assignee  does  hereby  covenant  and  agree  with  the  Assignor

(a)     that  it  will,  from time to time, pay the rent and observe and perform
the  Lessee's covenants and conditions in the said Lease reserved and contained,
(b)     that  it will save harmless the Assignor from all losses and expenses in
respect  of  the  non-observance  or  non-performance  of the said covenants and
conditions  or  any  of  them.

                                       2
<PAGE>

AND  IT  IS  EXPRESSLY  AGREED  between  the  parties  hereto  that  all grants,
covenants,  provisos  and agreements, rights, powers, privileges and liabilities
contained  herein  shall  be  read  and held as made by and with, granted to and
imposed  upon,  the  respective  parties  hereto,  and  their  respective heirs,
executors,  administrators,  successors  and  assigns  the  same as if the words
heirs,  executors,  administrators, successors and assigns had been inscribed in
all  proper  and necessary places; AND wherever the singular or the masculine is
used  herein,  the  same shall be construed as meaning the plural or feminine or
the  body  politic  or  corporate  where  the  context  or the parties hereto so
require,  and  where  a  party  is  more than one person, all covenants shall be
deemed  to  be  joint  and  several.

     IN  WITNESS WHEREOF the Assignor has hereunto set his hand and seal the day
and  year first above written, and where the Assignor is a corporate entity, the
corporate  seal  was  affixed  in  the presence of its duly authorized officers.


RAH  MEDIA  VENTURES                  )
CORPORATION  by  its  authorized      )
signatory                             )
                                      )
/S/ RAY A. HAWKINS                    )
________________________________      )
Name:     RAY  A.  HAWKINS            )
                                      )

RRUN  VENTURES                        )
NETWORK  INC.  by  its                )
authorized  signatory                 )
                                      )
                                      )
/S/ EDWIN KWONG                       )
________________________________      )
Name:    EDWIN  KWONG                 )
                                      )

KWONG  HOLDINGS  LTD.,
hereby  consent  to  this  Assignment  of  Lease


/S/ JERRY KWONG
________________________________
Name:     JERRY  KWONG
     Authorized  Signatory  for  Kwong  Holdings  Ltd.



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