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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;

Pavel  Bains  (PB)  having residence at #9351 Granville St Richmond, BC V6Y 1P9.

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

1)     Role  and  Scope  of  Work
PB  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.  $5,000  USD  /month  ($60,000  USD/year).
c)     Annual  Cash  Compensation  will  be  reviewed  every  year  of the Term.
PB  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.
PB  will  have  the  right  to  receive  additional  Cash Compensation from RRUN
subsidiaries/ventures  that  PB  is  contributing  significant  services.
d)  Bonus  Cash  Compensation:  RRUN  agrees  to pay a Bonus Compensation in the
amount  of  $48,000  USD  for  the  signing  of this agreement and commitment of
service  to  RRUN.  PB agrees there will be no specific terms of payment and any
unpaid  balance  will  bear  no  interest. PB 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)  -  PB  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 PB 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 - PB 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  PB.

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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 PB 60 days
written  notice.  IF  PB  terminates  this  memorandum it must give RRUN 90 days
written  notice.
  b)   Termination  Provisions  -  If  PB is terminated the following provisions
will  take  effect:
   * All  outstanding  invoices  or  salaries for PB will become due and payable
immediately
   * All  outstanding  Loans  from  PB  are  due  and  payable  immediately
   * PB 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
   * RRUN  will  have  the  right  to  offer  a buy out of PB'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/ Pavel Bains
_______________________________         ________________________________
RRUN  Ventures  Network  Inc
Authorized  Signatory                   Pavel  Bains

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Management  Services  Memorandum
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Schedule  A
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Role  and  Scope  of  Work
   * ROLE  #1  -  VP  Entertainment  Ventures.
     o   Oversee  all  entertainment  related  businesses
     o   Responsible  for  operational  and  financial  initiatives.
   * ROLE  #2  -  Venture  Development  and  Finance
     o  Identify  new  business opportunities and build them to operational
status
     o  Identify  and  create  capital  structures  and  financial  strategies
     o   Develop  investment  strategies



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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