AMENDED
                                  BYLAWS
                                    OF
                       RRUN VENTURES NETWORK, INC.
                         (A NEVADA CORPORATION)

                                ARTICLE I

                                 OFFICES

Section 1.  Registered Office. The registered office of the corporation
in the State of Nevada shall be in the City of Las Vegas, State of
Nevada.

Section 2.  Other Offices.  The corporation shall also have and
maintain an office or principal place of business at such place as may
be fixed by the Board of Directors, and may also have offices at such
other places, both within and without the State of Nevada as the Board
of Directors may from time to time determine or the business of the
corporation may require.

                               ARTICLE II

                            CORPORATE SEAL

Section 3.  Corporate Seal.  If the corporation has a corporate seal,
it shall consist of a die bearing the name of the corporation and the
inscription, "Corporate Seal-Nevada." Said seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.  The existence and use of a corporate seal is optional.  Any
document to which the corporation is a party shall be as valid and
binding without the impress or image of a seal affixed as with it.

                            ARTICLE III

                       STOCKHOLDERS' MEETINGS

Section 4.  Place of Meetings.  Meetings of the stockholders of the
corporation shall be held at such place, either within or without the
State of Nevada, as may be designated from time to time by the Board of
Directors, or, if not so designated, then at the office of the
corporation required to be maintained pursuant to Section 2 hereof.

Section 5.  Annual Meeting.

(a) The annual meeting of the stockholders of the corporation, for the
purpose of election of directors and for such other business as may
lawfully come before it, shall be held on such date and at such time as
may be designated from time to time by the Board of Directors.  Failure
to hold an annual meeting shall not work to dissolve the corporation or
pierce the corporate veil other than as required by applicable law.  If
directors are not elected during any calendar year, the corporation
shall not for that reason be dissolved, but every director shall
continue to hold office and discharge his duties until his or her
successor has been elected.



(b) At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, business must be: (A)
specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (B) otherwise properly
brought before the meeting by or at the direction of the Board of
Directors, or (C) otherwise properly brought before the meeting by a
stockholder.  For business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not later than the close
of business on the sixtieth (60th) day nor earlier than the close of
business on the ninetieth (90th) day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the
event that no annual meeting was held in the previous year or the date
of the annual meeting has been changed by more than thirty (30) days
from the date contemplated at the time of the previous year's proxy
statement, notice by the stockholder to be timely must be so received
not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business
on the later of the sixtieth (60th) day prior to such annual meeting
or, in the event public announcement of the date of such annual meeting
is first made by the corporation fewer than seventy (70) days prior to
the date of such annual meeting, the close of business on the tenth
(10th) day following the day on which public announcement of the date
of such meeting is first made by the corporation.  A stockholder's
notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the corporation's
books, of the stockholder proposing such business, (iii) the class and
number of shares of the corporation which are beneficially owned by the
stockholder, (iv) any material interest of the stockholder in such
business and (v) any other information that is required to be provided
by the stockholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a
proponent to a stockholder proposal.  Notwithstanding the foregoing, in
order to include information with respect to a stockholder proposal in
the proxy statement and form of proxy for a stockholder's meeting,
stockholders must provide notice as required by the regulations
promulgated under the 1934 Act.  Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in this
paragraph (b).  The chairman of the annual meeting shall, if the facts
warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the
provisions of this paragraph (b), and, if he should so determine, he
shall so declare at the meeting that any such business not properly
brought before the meeting shall not be transacted.

(c) Only persons who are confirmed in accordance with the procedures
set forth in this paragraph (c) shall be eligible for election as
directors.  Nominations of persons for election to the Board of
Directors of the corporation may be made at a meeting of stockholders
by or at the direction of the Board of Directors or by any stockholder
of the corporation entitled to vote in the election of directors at the
meeting who complies with the notice procedures set forth in this
paragraph (c).  Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the corporation in accordance
with the
provisions of paragraph (b) of this Section 5.  Such stockholder's
notice shall set forth (i) as to each person, if any, whom the
stockholder proposes to nominate for election or re-election as a
director:
(A) the name, age, business address and residence address of such
person, (B) the principal occupation or employment of such person, (c)
the class and number of shares of the corporation which are
beneficially owned by such person, (D) a description of all
arrangements or understandings between the stockholder and each nominee
and any other person or persons (naming such person or persons)
pursuant to which the nominations are to be made by the stockholder,
and (E) any other information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under
the 1934 Act (including without limitation such person's written
consent to being named in the proxy statement, if any, as a nominee and
to serving as a director if elected); and (ii) as to such stockholder
giving notice, the information required to be provided pursuant to
paragraph (b) of this Section 5.  At the request of the Board of
Directors, any person nominated by a stockholder for election as a
director shall furnish to the Secretary of the corporation that
information required to be set forth in the stockholder's notice of
nomination which pertains to the nominee.  No person shall be eligible
for election as a director of the corporation unless nominated in
accordance with the procedures set forth in this paragraph (c).  The
chairman of the meeting shall, if the facts warrant, determine and
declare at the meeting that a nomination was not made in accordance
with the procedures prescribed by these Bylaws, and if he should so
determine, he shall so declare at the meeting, and the defective
nomination shall be disregarded.

(d)  For purposes of this Section 5, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section 6.  Special Meetings.

(a) Special meetings of the stockholders of the corporation may be
called, for any purpose or purposes, by (i) the Chairman of the Board
of Directors, (ii) the Chief Executive Officer, or (iii) the Board of
Directors pursuant to a resolution adopted by a majority of the total
number of authorized directors (whether or not there exist any
vacancies in previously authorized directorships at the time any such
resolution is presented to the Board of Directors for adoption), and
shall be held at such place, on such date, and at such time as the
Board of Directors, shall determine.

(b) If a special meeting is called by any person or persons other than
the Board of Directors, the request shall be in writing, specifying the
general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman of the Board of Directors,
the Chief Executive Officer, or the Secretary of the corporation.  No
business may be transacted at such special meeting otherwise than
specified in such notice.  The Board of Directors shall determine the
time and place of such special meeting, which shall be held not less
than thirty-five (35) nor more than one hundred twenty (120) days after
the date of the receipt of the request.  Upon determination of the time
and place of the meeting, the officer receiving the request shall cause
notice to be given to the stockholders entitled to vote, in accordance
with the provisions of Section 7 of these Bylaws.  If the notice is not
given within sixty (60) days after the receipt of the request, the
person or persons requesting the meeting may set the time and place of
the meeting and give the notice.  Nothing contained in this paragraph
(b) shall be construed as limiting, fixing, or affecting the time when
a meeting of stockholders called by action of the Board of Directors
may be held.



Section 7.  Notice of Meetings.  Except as otherwise provided by law or
the Articles of Incorporation, written notice of each meeting of
stockholders shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each stockholder entitled
to vote at such meeting, such notice to specify the place, date and
hour and purpose or purposes of the meeting.  Notice of the time, place
and purpose of any meeting of stockholders may be waived in writing,
signed by the person entitled to notice thereof, either before or after
such meeting, and will be waived by any stockholder by his attendance
thereat in person or by proxy, except when the stockholder attends a
meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened.  Any stockholder so waiving notice of such
meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.

Section 8.  Quorum.  At all meetings of stockholders, except where a
greater requirement is provided by statute or by the Articles of
Incorporation, or by these Bylaws, the presence, in person  or by proxy
duly authorized, of the holder or holders of 33 1/3 percent of the
outstanding shares of the corporation's common voting stock shall
constitute a quorum for the transaction of business.  In the absence of
a quorum, any meeting of stockholders may be adjourned, from time to
time, either by the chairman of the meeting or by vote of the holders
of a majority of the shares represented thereat, but no other business
shall be transacted at such meeting.  The stockholders present at a
duly called or convened meeting, at which a quorum is present, may
continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.  Except
as otherwise provided by law, the Articles of Incorporation or these
Bylaws, all action taken by the holders of a majority of the votes
cast, excluding abstentions, at any meeting at which a quorum is
present shall be valid and binding upon the corporation; provided,
however, that directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors.  Where a separate vote
by a class or classes or series is required, except where otherwise
provided by the statute or by the Articles of Incorporation or these
Bylaws, a majority of the outstanding shares of such class or classes
or series, present in person or represented by proxy, shall constitute
a quorum entitled to take action with respect to that vote on that
matter and, except where otherwise provided by the statute or by the
Articles of Incorporation or these Bylaws, the affirmative vote of the
majority (plurality, in the case of the election of directors) of the
votes cast, including abstentions, by the holders of shares of such
class or classes or series shall be the act of such class or classes or
series.

Section 9.  Adjournment and Notice of Adjourned Meetings.  Any meeting
of stockholders, whether annual or special, may be adjourned from time
to time either by the chairman of the meeting or by the vote of a
majority of the shares casting votes, excluding abstentions.  When
a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken.  At the
adjourned meeting, the corporation may transact any business which
might have been transacted at the original meeting.  If the adjournment
is for more than thirty (30) days or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.



Section 10.  Voting Rights.  For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders,
except as otherwise provided by law, only persons in whose names shares
stand on the stock records of the corporation on the record date, as
provided in Section 12 of these Bylaws, shall be entitled to vote at
any meeting of stockholders.  Every person entitled to vote shall have
the right to do so either in person or by an agent or agents authorized
by a proxy granted in accordance with Nevada law.  An agent so
appointed need not be a stockholder.  No proxy shall be voted after
three (3) years from its date of creation unless the proxy provides for
a longer period.

Section 11.   Joint Owners of Stock.  If shares or other securities
having voting power stand of record in the names of two (2) or more
persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety, or otherwise, or if two (2)
or more persons have the same fiduciary relationship respecting the
same shares, unless the Secretary is given written notice to the
contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (a)
if only one (1) votes, his act binds all; (b) if more than one (1)
votes, the act of the majority so voting binds all; (c) if more than
one (1) votes, but the vote is evenly split on any particular matter,
each faction may vote the securities in question proportionally, or may
apply to the Nevada Court of Chancery for relief as provided in the
General Corporation Law of Nevada, Section 217(b).  If the instrument
filed with the Secretary shows that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of subsection (c)
shall be a majority or even-split in interest.

Section 12.   List of Stockholders.  The Secretary shall prepare and
make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at said meeting,
arranged in alphabetical order, showing the address of each stockholder
and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not specified,
at the place where the meeting is to be held.  The list shall be
produced and kept at the time and place of meeting during the whole
time thereof and may be inspected by any stockholder who is present.

Section 13.	  Action Without Meeting.  Any action required or permitted
to be taken at  a meeting of the stockholders may be taken without a
meeting if a written consent thereto is signed by stockholders holding
at least a majority of the voting power, except that if a different
proportion of voting power is required for such an action at a meeting,
then that proportion of written consents is required.

Section 14.	  Organization.

(a)  At every meeting of stockholders, the Chairman of the Board of
Directors, or, if a Chairman has not been appointed or is absent, the
President, or, if the President is absent, a chairman of the meeting
chosen by a majority in interest of the stockholders entitled to vote,
present in person or by proxy, shall act as chairman.  The Secretary,
or, in his absence, an Assistant Secretary directed to do so by the
President, shall act as secretary of the meeting.


(b)  The Board of Directors of the corporation shall be entitled to
make such rules or regulations for the conduct of meetings of
stockholders as it shall deem necessary, appropriate or convenient.
Subject to such rules and regulations of the Board of Directors, if
any, the chairman of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are necessary, appropriate
or convenient for the proper conduct of the meeting, including, without
limitation, establishing an agenda or order of business for the
meeting, rules and procedures for maintaining order at the meeting and
the safety of those present, limitations on participation in such
meeting to stockholders of record of the corporation and their duly
authorized and constituted proxies and such other persons as the
chairman shall permit, restrictions on entry to the meeting after the
time fixed for the commencement thereof, limitations on the time
allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting on matters which are to
be voted on by ballot.  Unless and to the extent determined by the
Board of Directors or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with rules
of parliamentary procedure.

                              ARTICLE IV

                              DIRECTORS

Section 15.  Number and Qualification.  The authorized number of
directors of the corporation shall be not less than one (1) nor more
than twelve (12) as fixed from time to time by resolution of the Board
of Directors; provided that no decrease in the number of directors
shall shorten the term of any incumbent directors.  Directors need not
be stockholders unless so required by the Articles of Incorporation.
If for any cause, the directors shall not have been elected at an
annual meeting, they may be elected as soon thereafter as convenient at
a special meeting of the stockholders called for that purpose in the
manner provided in these Bylaws.

Section 16.   Powers.  The powers of the corporation shall be
exercised, its business conducted and its property controlled by the
Board of Directors, except as may be otherwise provided by statute or
by the Articles of Incorporation.

Section 17.   Election and Term of Office of Directors.  Members of the
Board of Directors shall hold office for the terms specified in the
Articles of Incorporation, as it may be amended from time to time, and
until their successors have been elected as provided in the Articles
of Incorporation.



Section 18.	  Vacancies.   Unless otherwise provided in the Articles of
Incorporation, any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other causes and any
newly created directorships resulting from any increase in the number
of directors, shall unless the Board of Directors determines by
resolution that any such vacancies or newly created directorships shall
be filled by stockholder vote, be filled only by the affirmative vote
of a majority of the directors then in office, even though less than a
quorum of the Board of Directors.  Any director elected in accordance
with the preceding sentence shall hold office for the remainder of the
full term of the director for which the vacancy was created or occurred
and until such director's successor shall have been elected and
qualified.  A vacancy in the Board of Directors shall be deemed to
exist under this Bylaw in the case of the death, removal or resignation
of any director.

Section 19.   Resignation.  Any director may resign at any time by
delivering his written resignation to the Secretary, such resignation
to specify whether it will be effective at a particular
time, upon receipt by the Secretary or at the pleasure of the Board of
Directors.  If no such specification is made, it shall be deemed
effective at the pleasure of the Board of Directors.  When one or more
directors shall resign from the Board of Directors, effective at a
future date, a majority of the directors then in office, including
those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall
hold office for the unexpired portion of the term of the director whose
place shall be vacated and until his successor shall have been duly
elected and qualified.

Section 20.  Removal.  Subject to the Articles of Incorporation, any
director may be removed by:

(a) the affirmative vote of the holders of a majority of the
outstanding shares of the Corporation then entitled to vote, with or
without cause; or (b) the affirmative and unanimous vote of a majority
of the directors of the Corporation,
with the exception of the vote of the directors to be removed, with or
without cause.

Section 21.	  Meetings.

(a) Annual Meetings.  The annual meeting of the Board of Directors
shall be held immediately after the annual meeting of stockholders and
at the place where such meeting is held.  No notice of an annual
meeting of the Board of Directors shall be necessary and such meeting
shall be held for the purpose of electing officers and transacting such
other business as may lawfully come before it.

(b)  Regular Meetings.  Except as hereinafter otherwise provided,
regular meetings of the Board of Directors shall be held in the office
of the corporation required to be maintained pursuant to Section 2
hereof.  Unless otherwise restricted by the Articles of Incorporation,
regular meetings of the Board of Directors may also be held at any
place within or without the state of Nevada which has been designated
by resolution of the Board of Directors or the written consent of all
directors.

(c)  Special Meetings.  Unless otherwise restricted by the Articles of
Incorporation, special meetings of the Board of Directors may be held
at any time and place within or without the State of Nevada whenever
called by the Chairman of the Board, the President or any two of the
directors.



(d)  Telephone Meetings.  Any member of the Board of Directors, or of
any committee thereof, may participate in a meeting by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence in
person at such meeting.

(e) Notice of Meetings.  Notice of the time and place of all special
meetings of the Board of Directors shall be orally or in writing, by
telephone, facsimile, telegraph or telex, during normal business hours,
at least twenty-four (24) hours before the date and time of the
meeting, or sent in writing to each director by first class mail,
charges prepaid, at least three (3) days before the date of the
meeting.  Notice of any meeting may be waived in writing at any time
before or after the meeting and will be waived by any director by
attendance thereat, except when the director attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully
called or convened.

(f) Waiver of Notice.  The transaction of all business at any meeting
of the Board of Directors, or any committee thereof, however called or
noticed, or wherever held, shall be as valid as though had at a meeting
duly held after regular call and notice, if a quorum be present and if,
either before or after the meeting, each of the directors not present
shall sign a written waiver of notice.  All such waivers shall be filed
with the corporate records or made a part of the minutes of the
meeting.

Section 22.   Quorum and Voting.

(a) Unless the Articles of Incorporation requires a greater number and
except with respect to indemnification questions arising under Section
43 hereof, for which a quorum shall be one-third of the exact number of
directors fixed from time to time in accordance with the Articles of
Incorporation, a quorum of the Board of Directors shall consist of a
majority of the exact number of directors fixed from time to time by
the Board of Directors in accordance with the Articles of Incorporation
provided, however, at any meeting whether a quorum be present or
otherwise, a majority of the directors present may adjourn from time to
time until the time fixed for the next regular meeting of the Board of
Directors, without notice other than by announcement at the meeting.

(b) At each meeting of the Board of Directors at which a quorum is
present, all questions and business shall be determined by the
affirmative vote of a majority of the directors present, unless
a different vote be required by law, the Articles of Incorporation or
these Bylaws.

Section 23.   Action Without Meeting.  Unless otherwise restricted by
the Articles of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if all members of
the Board of Directors or committee, as the case may be, consent
thereto in writing, and such writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee.



Section 24.   Fees and Compensation.  Directors shall be entitled to
such compensation for their services as may be approved by the Board of
Directors, including, if so approved, by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, for
attendance at each regular or special meeting of the Board of Directors
and at any meeting of a committee of the Board of Directors.  Nothing
herein contained shall be construed to preclude any director from
serving the corporation in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation therefor.

Section 25.	  Committees.

(a)	Executive Committee.  The Board of Directors may by resolution
passed by a majority of the whole Board of Directors appoint an
Executive Committee to consist of one (1) or more members of the Board
of Directors.  The Executive Committee, to the extent permitted by law
and provided in the resolution of the Board of Directors shall have and
may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the corporation,
including without limitation the power or authority to declare a
dividend, to authorize the issuance of stock and to adopt a certificate
of ownership and merger, and may authorize the seal of the corporation
to be affixed to all papers which may require it; but no such committee
shall have the power or authority in reference to amending the Articles
of Incorporation (except that a committee may, to the extent authorized
in the resolution or resolutions providing for the issuance of
shares of stock adopted by the Board of Directors fix the designations
and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or
any other class or classes of stock of the corporation or fix the
number of shares of any series of stock or authorize the increase or
decrease of the shares of any series), adopting an agreement of merger
or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the bylaws of
the corporation.

(b)	Other Committees.  The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, from time to time
appoint such other committees as may be permitted by law.  Such other
committees appointed by the Board of Directors shall consist of one
(1) or more members of the Board of Directors and shall have such
powers and perform such duties as may be prescribed by the resolution
or resolutions creating such committees, but in no event shall
such committee have the powers denied to the Executive Committee in
these Bylaws.



(c)	Term.  Each member of a committee of the Board of Directors shall
serve a term on the committee coexistent with such member's term on the
Board of Directors.  The Board of Directors, subject to the provisions
of subsections (a) or (b) of this Bylaw may at any time increase
or decrease the number of members of a committee or terminate the
existence of a committee.  The membership of a committee member shall
terminate on the date of his death or voluntary resignation from the
committee or from the Board of Directors.  The Board of Directors may
at any time for any reason remove any individual committee member and
the Board of Directors may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the
committee.  The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee, and, in addition,
in the absence or disqualification of any member of a committee, the
member or members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified member.

(d)	Meetings.  Unless the Board of Directors shall otherwise provide,
regular meetings of the Executive Committee or any other committee
appointed pursuant to this Section 25 shall be held at such times and
places as are determined by the Board of Directors, or by any such
committee, and when notice thereof has been given to each member of
such committee, no further notice of such regular meetings need be
given thereafter.  Special meetings of any such committee may be held
at any place which has been determined from time to time by such
committee, and may be called by any director who is a member of such
committee, upon written notice to the members of such committee of the
time and place of such special meeting given in the manner provided for
the giving of written notice to members of the Board of Directors of
the time and place of special meetings of the Board of Directors.
Notice of any special meeting of any committee may be waived in writing
at any time before or after the meeting and will be waived by any
director by attendance thereat, except when the director attends such
special meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.  A majority of the authorized
number of members of any such committee shall constitute a quorum for
the transaction of business, and the act of a majority of those present
at any meeting at which a quorum is present shall be the act of such
committee.

Section 26.	  Organization.  At every meeting of the directors, the
Chairman of the Board of Directors, or, if a Chairman has not been
appointed or is absent, the President, or if the President
is absent, the most senior Vice President, or, in the absence of any
such officer, a chairman of the meeting chosen by a majority of the
directors present, shall preside over the meeting.  The Secretary,
or in his absence, an Assistant Secretary directed to do so by the
President, shall act as secretary of the meeting.

                                  ARTICLE V

                                  OFFICERS

Section 27.	  Officers Designated.  The officers of the corporation
shall include the President, the Secretary, and the Treasurer.  The
Board of Directors may also appoint one or more Assistant Secretaries,
Assistant Treasurers and such other officers and agents with such
powers and duties as it shall deem necessary.  The Board of Directors
may assign such additional titles to one or more of the officers as it
shall deem appropriate.  Any one person may hold any number of offices
of the corporation at any one time unless specifically prohibited
therefrom by law.  The salaries and other compensation of the officers
of the corporation shall be fixed by or in the manner designated by
the Board of Directors.

Section 28.	  Tenure and Duties of Officers.

(a)	General.  All officers shall hold office at the pleasure of the
Board of Directors and until their successors shall have been duly
elected and qualified, unless sooner removed.  Any officer elected or
appointed by the Board of Directors may be removed at any time by the
Board of Directors.  If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.

(b)	Duties of President.  The President shall preside at all meetings
of the stockholders and at all meetings of the Board of Directors,
unless the Chairman of the Board of Directors has been appointed and is
present.  Unless some other officer has been elected Chief Executive
Officer of the corporation, the President shall be the chief executive
officer of the corporation and shall, subject to the control of the
Board of Directors, have general supervision, direction and control of
the business and officers of the corporation.  The President shall
perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of
Directors shall designate from time to time.

(c)	Duties of Secretary.  The Secretary shall attend all meetings of
the stockholders and of the Board of Directors and shall record all
acts and proceedings thereof in the minute book of the corporation.
The Secretary shall give notice in conformity with these Bylaws of all
meetings of the stockholders and of all meetings of the Board of
Directors and any committee thereof requiring notice.  The Secretary
shall perform all other duties given him in these Bylaws and other
duties commonly incident to his office and shall also perform such
other duties and have such other powers as the Board of Directors shall
designate from time to time.  The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the
absence or disability of the Secretary, and each Assistant Secretary
shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board
of Directors or the President shall designate from time to time.



(d)	Duties of Treasurer.  The Treasurer shall keep or cause to be
kept the books of account of the corporation in a thorough and proper
manner and shall render statements of the financial affairs of the
corporation in such form and as often as required by the Board of
Directors or the President.  The Treasurer, subject to the order of the
Board of Directors, shall have the custody of all funds and securities
of the corporation.  The Treasurer shall perform other duties commonly
incident to his office and shall also perform such other duties and
have such other powers as the Board of Directors or the President shall
designate from time to time.

Section 29.	  Delegation of Authority.  The Board of Directors may from
time to time delegate the powers or duties of any officer to any other
officer or agent, notwithstanding any provision hereof.

Section 30.	  Resignations.  Any officer may resign at any time by
giving written notice to the Board of Directors or to the President or
to the Secretary.  Any such resignation shall be effective when
received by the person or persons to whom such notice is given, unless
a later time is specified therein, in which event the resignation shall
become effective at such later time.  Unless otherwise specified in
such notice, the acceptance of any such resignation shall not be
necessary to make it effective.  Any resignation shall be without
prejudice to the rights, if any, of the corporation under any contract
with the resigning officer.

Section 31.	  Removal.  Any officer may be removed from office at any
time, either with or without cause, by the affirmative vote of a
majority of the directors in office at the time, or by the unanimous
written consent of the directors in office at the time, or by any
committee or superior officers upon whom such power of removal may have
been conferred by the Board of Directors.

                                 ARTICLE VI

                EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                   OF SECURITIES OWNED BY THE CORPORATION

Section 32.	  Execution of Corporate Instrument.  The Board of
Directors may, in its discretion, determine the method and designate
the signatory officer or officers, or other person or
persons, to execute on behalf of the corporation any corporate
instrument or document, or to sign on
behalf of the corporation the corporate name without limitation, or to
enter into contracts on behalf
of the corporation, except where otherwise provided by law or these
Bylaws, and such execution or
signature shall be binding upon the corporation.


Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages
and other evidences of indebtedness of the corporation, and other
corporate instruments or documents requiring the corporate seal, and
certificates of shares of stock owned by the corporation, shall be
executed, signed or endorsed by the Chairman of the Board of Directors,
or the President or any Vice President, and by the Secretary or
Treasurer or any Assistant Secretary or Assistant Treasurer.  All other
instruments and documents requiting the corporate signature, but not
requiring the corporate seal, may be executed as aforesaid or in such
other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to
the credit of the corporation or in special accounts of the corporation
shall be signed by such person .or persons as the Board of Directors
shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any
purpose or for any amount.

Section 33.	   Voting of Securities Owned by the Corporation.  All
stock and other securities of other corporations owned or held by the
corporation for itself, or for other parties in any
capacity, shall be voted, and all proxies with respect thereto shall be
executed, by the person authorized so to do by resolution of the Board
of Directors, or, in the absence of such authorization, by the Chairman
of the Board of Directors, the Chief Executive Officer, the President,
or any Vice President.

                                ARTICLE VII

                             SHARES OF STOCK

Section 34.	  Form and Execution of Certificates.  Certificates for the
shares of stock of the corporation shall be in such form as is
consistent with the Articles of Incorporation and applicable law.
Every holder of stock in the corporation shall be entitled to have a
certificate signed by or in the name of the corporation by the Chairman
of the Board of Directors, or the President or any Vice President and
by the Treasurer or Assistant Treasurer or the Secretary or Assistant
Secretary, certifying the number of shares owned by him in the
corporation.   Any or all of the signatures on the certificate may be
facsimiles.  In case any officer, transfer agent, or registrar who
has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued with the
same effect as if he were such officer, transfer agent, or registrar at
the date of issue.  Each certificate shall state upon the face or back
thereof, in full or in summary, all of the powers, designations,
preferences, and rights, and the limitations or restrictions of the
shares authorized to be issued or shall, except as otherwise required
by law, set forth on the face or back a statement that the
corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.  Within a reasonable
time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on
certificates pursuant to this section or otherwise required by law or
with respect to this section a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or
rights.  Except as otherwise expressly provided by law, the rights and
obligations of the holders of certificates representing stock of the
same class and series shall be identical.

Section 35.	  Lost Certificates.  A new certificate or certificates
shall be issued in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed.
The corporation may require, as a condition precedent to the issuance
of a new certificate or certificates, the owner of such lost, stolen,
or destroyed certificate or certificates, or his legal representative,
to advertise the same in such manner as it shall require or to give the
corporation a surety bond in such form and amount as it may direct as
indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen, or
destroyed.

Section 36.	  Transfers.

(a)	Transfers of record of shares of stock of the corporation shall
be made only upon its books by the holders thereof, in person or by
attorney duly authorized, and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares.

(b)	The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of
stock of the corporation to restrict the transfer of shares of stock of
the corporation of any one or more classes owned by such stockholders
in any manner not prohibited by the General Corporation Law of Nevada.

Section 37.	  Fixing Record Dates.

(a)	In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix, in advance, a
record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting.  If no record
date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held.  A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however, that
the Board of Directors may fix a new record date for the adjourned
meeting.



(b)	In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or
for the purpose of any other lawful action, the Board of Directors may
fix, in advance, a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted, and
which record date shall be not more than sixty (60) days prior to such
action.  If no record date is filed, the record date for determining
stockholders for any such purpose shall be at the close of business on
the day on which the Board of Directors adopts the resolution relating
thereto.

Section 38.  Registered Stockholders.  The corporation shall be
entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such
owner, and shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Nevada.

                           ARTICLE VIII

               OTHER SECURITIES OF THE CORPORATION

Section 39.  Execution of Other Securities.  All bonds, debentures and
other corporate securities of the corporation, other than stock
certificates (covered in Section 34), may be signed by the Chairman of
the Board of Directors, the President or any Vice President, or such
other person as may be authorized by the Board of Directors, and the
corporate seal impressed thereon or a facsimile of such seal imprinted
thereon and attested by the signature of the Secretary or an Assistant
Secretary, or the Chief Financial Officer or Treasurer or an Assistant
Treasurer; provided, however, that where any such bond, debenture or
other corporate security shall be authenticated by the manual
signature, or where permissible facsimile signature, of a trustee under
an indenture pursuant to which such bond, debenture or other corporate
security shall be issued, the signatures of the persons signing and
attesting the corporate seal on such bond, debenture or other corporate
security may be the imprinted facsimile of the signatures of such
persons.  Interest coupons appertaining to any such bond, debenture or
other corporate security, authenticated by a trustee as aforesaid,
shall be signed by the Treasurer or an Assistant Treasurer of the
corporation or such other person as may be authorized by the Board of
Directors, or bear imprinted thereon the facsimile signature of such
person.  In case any officer who shall have signed or attested any
bond, debenture or other corporate security, or whose facsimile
signature shall appear thereon or on any such interest coupon, shall
have ceased to be such officer before the bond, debenture or other
corporate security so signed or attested shall have been delivered,
such bond, debenture or other corporate security nevertheless may be
adopted by the corporation and issued and delivered as though the
person who signed the same or whose facsimile signature shall have been
used thereon had not ceased to be such officer of the corporation.



                             ARTICLE IX

                             DIVIDENDS

Section 40.  Declaration of Dividends.   Dividends upon the capital
stock of the corporation, subject to the provisions of the Articles of
Incorporation, if any, may be declared by the Board of Directors
pursuant to law at any regular or special meeting.  Dividends may be
paid in cash, in property, or in shares of the capital stock, subject
to the provisions of the Articles of Incorporation.

Section 41.  Dividend Reserve.   Before payment of any dividend, there
may be set aside out of any funds of the corporation available for
dividends such sum or sums as the Board of Directors from time to time,
in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose
as the Board of Directors shall think conducive to the interests
of the corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

                            ARTICLE X

                           FISCAL YEAR

Section 42.  Fiscal Year.  The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

                            ARTICLE XI

                   IMMUNITY AND INDEMNIFICATION

Section 43.  Immunity of Directors and Indemnification of Directors and
Officers.

(a)	Director Immunity.  Directors will be immune from monetary
liabilities to the fullest extent not prohibited by Nevada law.
Excepted from that immunity are:

- a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director has a
material conflict of interest;

- a violation of criminal law unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful;

- a transaction from which the director derived an improper personal
profit; and

- a willful misconduct.

(b)	Directors and Officers.  The corporation will indemnify its
directors and officers to the fullest extent not prohibited by Nevada
law; provided, however, that the corporation may modify the extent of
such indemnification by individual contracts with its directors and
officers; and, provided, further, that the corporation shall not be
required to indemnify any director or officer in connection with any
proceeding (or part thereof) initiated by such person unless (i) such
indemnification is expressly required to be made by law, (ii) the
proceeding was authorized by the Board of Directors of the corporation,
(iii) such indemnification is provided by the corporation, in its
sole discretion, pursuant to the powers vested in the corporation under
Nevada law or (iv) such indemnification is required to be made pursuant
to these Bylaws.



(c)	Expense.  The corporation will advance to any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that
he is or was a director or officer, of the corporation, or is or was
serving at the request of the corporation as a director or executive
officer of another corporation, partnership, joint venture, trust or
other enterprise, prior to the final disposition of the proceeding,
promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding upon receipt of
an undertaking by or on behalf of such person to repay said amounts if
it should be determined ultimately that such person is not entitled to
be indemnified under these Bylaws.

No advance shall be made by the corporation to an officer of the
corporation (except by reason of the fact that such officer is or was a
director of the corporation in which event this paragraph shall not
apply) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and
promptly made (i) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the proceeding,
or (ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, that the facts known to the decision-
making party at the time such determination is made demonstrate clearly
and convincingly that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to the best
interests of the corporation.




                                 ARTICLE XII

                                   NOTICES

Section 44.  Notices.

(a)	Notice to Stockholders.   Whenever, under any provisions of these
Bylaws, notice is required to be given to any stockholder, it shall be
given in writing, timely and duly deposited in the United States mail,
postage prepaid, and addressed to his last known post office address as
shown by the stock record of the corporation or its transfer agent.

(b)	Notice to directors.  Any notice required to be given to any
director may be given by the method stated in subsection (a), or by
facsimile, telex or telegram, except that such notice other than one
which is delivered personally shall be sent to such address as such
director shall have filed in writing with the Secretary, or, in the
absence of such filing, to the last known post office address
of such director.



(c)	Affidavit of Mailing. An affidavit of mailing, executed by a duly
authorized and competent employee of the corporation or its transfer
agent appointed with respect to the class of stock affected, specifying
the name and address or the names and addresses of the stockholder or
stockholders, or director or directors, to whom any such notice or
notices was or were given, and the time and method of giving the same,
shall in the absence of fraud, be prima facie evidence of the
facts therein contained.

(d)	Time Notices Deemed Given.  All notices given by mail, as above
provided, shall be deemed to have been given as at the time of mailing,
and all notices given by facsimile, telex or telegram shall be deemed
to have been given as of the sending time recorded at time of
transmission.

(e)	Methods of Notice.  It shall not be necessary that the same
method of giving notice be employed in respect of all directors, but
one permissible method may be employed in respect of any one or more,
and any other permissible method or methods may be employed in respect
of any other or others.

(f)	Failure to Receive Notice. The period or limitation of time
within which any stockholder may exercise any option or right, or enjoy
any privilege or benefit, or be required to act, or within which any
director may exercise any power or right, or enjoy any privilege,
pursuant to any notice sent him ill the manner above provided, shall
not be affected or extended in any manner by the failure of such
stockholder or such director to receive such notice.

(g)	Notice to Person with Whom Communication Is Unlawful.  Whenever
notice is required to be given, under any provision of law or of the
Articles of Incorporation or Bylaws of the corporation, to any person
with whom communication is unlawful, the giving of such notice to such
person shall not be require and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such
notice to such person.  Any action or meeting which shall be taken or
held without notice to any such person with whom communication is
unlawful shall have the same force and effect as if such notice had
been duly given.  In the event that the action taken by
the corporation is such as to require the filing of a certificate under
any provision of the Nevada General Corporation Law, the certificate
shall state, if such is the fact and if notice is required, that
notice was given to all persons entitled to receive notice except such
persons with whom communication is unlawful.



(h)	Notice to Person with Undeliverable Address.  Whenever notice is
required to be given, under any provision of law or the Articles of
Incorporation or Bylaws of the corporation, to any stockholder to whom
(i) notice of two consecutive annual meetings, and all notices of
meetings or of the taking of action by written consent without a
meeting to such person during the period between such two consecutive
annual meetings, or (ii) all, and at least two, payments (if sent by
first class mail) of dividends or interest on securities during a
twelve-month period, have been mailed addressed to such person at his
address as shown on the records of the corporation and have been
returned undeliverable, the giving of such notice to such person shall
not be required.  Any action or meeting which shall be taken or held
without notice to such person shall have the same force and effect as
if such notice had been duly given.  If any such person shall deliver
to the corporation a written notice setting forth his then current
address, the requirement that notice be given to such person shall be
reinstated.  In the event that the action taken by the corporation is
such as to require the filing of a certificate under any provision of
the Nevada General Corporation Law, the certificate need not state that
notice was not given to persons to whom notice was not required to be
given pursuant to this paragraph.




                                 ARTICLE XII

                                 AMENDMENTS

Section 45.  Amendments.

The Board of Directors shall have the power to adopt, amend, or repeal
these Bylaws.


                                ARTICLE XIV

                             LOANS TO OFFICERS

Section 46.  Loans to Officers.  The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other
employee of the corporation or of its subsidiaries, including any
officer or employee who is a Director of the corporation or its
subsidiaries, whenever, in the judgment of the Board of Directors, such
loan, guarantee or assistance may reasonably be expected to benefit the
corporation.  The loan, guarantee or other assistance may be with or
without interest and may be unsecured, or secured in such manner as the
Board of Directors shall approve, including, without limitation, a
pledge of shares of stock of the corporation. Nothing in these Bylaws
shall be deemed to deny, limit or restrict the powers of guaranty or
warranty of the corporation at common law or under any statute.


Declared and certified as the Bylaws of RRUN VENTURES NETWORK, INC.  as
of the 27th day of August, 2001.

Signature of Officer:  /s/ Ray Hawkins
                       ----------------
Name of Officer:       Ray Hawkins

Position of Officer:   President/CEO