SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed  by  the  Registrant                            (X)
Filed  by  a  Party  other  than  the  Registrant     ( )

Check  the  appropriate  box:

(X)     Preliminary  Proxy  Statement
( )     Confidential,  for  Use  of  the Commission Only (as permitted by Rule
        14a-6(e)(2))
( )     Definitive  Proxy  Statement
( )     Definitive  Additional  Materials
( )     Soliciting  Material  under  Section  240.14a-12

                           RRUN VENTURES NETWORK, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment  of  Filing  Fee  (Check  the  appropriate  box):
 (X)       No  fee  required
 ( )       Fee  computed  on  table below per Exchange Act Rules 14a-6(i)(1) and
           0-11.

     1)   Title  of  each  class  of  securities  to  which transaction applies:

     2)   Aggregate  number  of  securities  to  which  transaction  applies:

     3)   Proposed  maximum  aggregate  value  of  transaction:

     4)   Total  fee  paid:

( )       Fee  paid  previously  with  preliminary  materials.

( )       Check  box if any part of the fee is offset as  provided  by  Exchange
          Act  Rule  0-11(a)(2) and identify the filing for which the offsetting
          fee  was paid previously. Identify the previous filing by registration
          statement  number, or the Form or Schedule and the date of its filing.

     1)   Amount  Previously  Paid:
     2)   Form,  Schedule  or  Registration  Statement  No.:
     3)   Filing  Party:
     4)   Date  Filed:







                           RRUN VENTURES NETWORK, INC.
                           62 W. 8th Avenue, 4th Floor
                   Vancouver, British Columbia, Canada V5Y 1M7

                                                           December  16,  2002

Dear  Shareholder:

You  are  cordially invited to attend the annual meeting of shareholders of RRUN
Ventures  Network,  Inc., which will be held at the offices of the Company at 62
W.  8th  Avenue,  4th  Floor,  Vancouver,  British  Columbia, Canada V5Y 1M7  on
December  30,  2002  at  10:00  a.m.  Pacific  Time.

Details  of  the business to be conducted at the annual meeting are given in the
attached  Notice  of  Annual  Meeting  of  Shareholders  and  Proxy  Statement.

Whether  or  not you attend the annual meeting, it is important that your shares
be  represented  and  voted at the meeting. Therefore, I urge you to sign, date,
and  promptly  return  the  enclosed  proxy.  If you decide to attend the annual
meeting  and  vote  in  person,  you  will  of  course  have  that  opportunity.

On  behalf  of  the board of directors, I would like to express our appreciation
for  your  continued  interest  in  the  affairs of RRUN Ventures, Network, Inc.

                                     Sincerely,



                                      Ray  A.  Hawkins
                                      President  &  CEO  &  Director





                           RRUN VENTURES NETWORK, INC.
                           62 W. 8th Avenue, 4th Floor
                   Vancouver, British Columbia, Canada V5Y 1M7
                            Telephone (604) 682-6541

              ____________________________________________________

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

               ___________________________________________________

TO THE SHAREHOLDERS OF.:

The  annual  meeting  of the shareholders of RRUN Ventures Network, Inc. will be
held  at  the  offices of the Company at 62 W. 8th Avenue, 4th Floor, Vancouver,
British  Columbia,  Canada  V5Y  1M7  on December 30, 2002 at 10:00 a.m. Pacific
Time,  for  the  following  purposes:

     1.   To  elect  three  directors  to serve until the next annual meeting or
          until  their  successors  are  elected  and  qualified;

     2.   To  confirm  the  appointment  of Morgan & Company as auditors for the
          Company;

     3.   To  ratify  the  amended  bylaws  approved  by the Board of Directors;

     4.   To  vote  upon  a  proposal  to amend the articles of incorporation in
          order  the  authorize the board of directors to increase the number of
          authorized common shares from 100,000,000 shares to 250,000,000 shares
          and  to  authorize  200,000,000  shares  of  preferred  stock;  and

     5.   To  transact  any  other  business  that  may properly come before the
          meeting  or  any  adjournment  of  the  meeting.



Shareholders of record at the close of business on December 5, 2002 are entitled
to  notice of and to vote at the meeting.  The Company's proxy statement and its
2001  annual  report  to  shareholders  accompany  this  notice.

All  shareholders  are  invited  to  attend  the  meeting  in  person.

                               BY ORDER OF THE BOARD OF DIRECTORS,


                               Ray A. Hawkins, President, CEO & Director

Vancouver,  British  Columbia,  Canada
December  16,  2002

                                       3




                                    IMPORTANT

Whether  or  not  you expect to attend in person, we urge you to sign, date, and
return  the  enclosed  Proxy  at your earliest convenience. This will ensure the
presence of a quorum at the meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE

PROXY  WILL  SAVE  THE  COMPANY  THE  EXPENSE  AND  EXTRA  WORK  OF  ADDITIONAL
SOLICITATION.  Sending in your Proxy will not prevent you from voting your stock
at  the  meeting  if  you  desire  to  do so, as your Proxy is revocable at your
option.

                                       4




                           RRUN Ventures Network, Inc.
                           62 W. 8th Avenue, 4th Floor
                   Vancouver, British Columbia, Canada V5Y 1M7

                            Telephone (604) 682-6541
                ________________________________________________

                                 PROXY STATEMENT
                ________________________________________________

                     For the Annual Meeting of Shareholders
                          To be held December 30, 2002


NO  PERSONS  HAVE  BEEN  AUTHORIZED  TO  GIVE  ANY  INFORMATION  OR  TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION
WITH  THE  SOLICITATION  OF  PROXIES  MADE  HEREBY,  AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY  RRUN  VENTURES  NETWORK,  INC.  OR  ANY  OTHER  PERSON.

                            MATTERS TO BE CONSIDERED

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of RRUN Ventures Network, Inc. (the "Company") for use
at  the  annual  meeting of the shareholders of the Company, or any adjournments
thereof.  The  meeting  will  be held at the offices of the Company at 62 W. 8th
Avenue,  4th  Floor, Vancouver, British Columbia, Canada V5Y 1M7 on December 30,
2002 at 10:00 am. Pacific Time, to elect three directors to serve until the next
annual  meeting  or until their successors are elected and qualified, to confirm
the  appointment  of  the  accounting  firm of Morgan & Company as the Company's
auditors,  to approve the amended Bylaws of the Company and to approve amendment
to  the  articles  of  incorporation.

Management knows of no other business that may properly come before the meeting.
The  above matters require for their approval the affirmative vote of a majority
of  the  shares  represented  at  a  meeting  at  which  a  quorum  is  present.

This  proxy  statement  and the enclosed form of proxy are first being mailed to
shareholders  on  or  about  December  16,  2002.

                      RECORD DATE; SOLICITATION OF PROXIES

The  board  of  directors  of RRUN Ventures Network, Inc. has fixed the close of
business  on  December  5,  2002  as  the  record  date for the determination of
shareholders  entitled  to  notice of and to vote at the annual meeting.  At the
record  date, there were approximately 29,657,123 shares of common stock issued,
outstanding,  and  entitled  to vote at the meeting. Holders of common stock are
entitled  to  one  vote  at  the  meeting for each share of common stock held of
record  on  the  record  date.  There  are no separate voting groups or separate
series  of  stock.

                                       5




In addition to the solicitation of proxies by the board of directors through use
of  the  mails, proxies may also be solicited by RRUN Ventures Network, Inc. and
its  directors,  officers  and  employees  (who  will  receive  no  additional
compensation  therefor)  by telephone, telegram, facsimile transmission or other
electronic  communication, and/or by personal interview.  RRUN Ventures Network,
Inc.  will  reimburse  banks, brokerage houses, custodians and other fiduciaries
who  hold  shares  of  common  stock in their name or custody, or in the name of
nominees  for  others,  for  their out-of-pocket expenses incurred in forwarding
copies  of  the proxy materials to those persons for whom they hold such shares.
RRUN  Ventures  Network,  Inc.  will bear the costs of the annual meeting and of
soliciting  proxies  therefor,  including  the cost of printing and mailing this
proxy  statement  and  related  materials. RRUN Ventures Network, Inc. has spent
approximately  $3,000  in  legal  and  other expenses in the preparation of this
proxy  statement  and other expenses connected with the solicitation of security
holders.  It  is  anticipated  that  RRUN  Ventures  Network, Inc. will spend an
additional  $2,000  in  solicitation  of  security holders before the meeting is
held.

Any questions or requests for assistance regarding RRUN Ventures Network, Inc.'s
proxies  and  related  materials  may  be directed in writing to Ray A. Hawkins,
President  &  CEO,  at 62 W. 8th Avenue, 4th Floor, Vancouver, British Columbia,
Canada  V5Y  1M7.

                            VOTE REQUIRED AND VOTING

In order to obtain shareholder approval for all matters other than the amendment
to the articles of incorporation, thirty-three and one-third percent (33.33%) of
the  issued  and  outstanding  shares of common stock entitled to vote as of the
record  date, represented in person or by proxy, is required for a quorum at the
annual meeting.  Abstentions may be specified and will be counted as present for
the  purpose  of  determining  the  existence of a quorum. Election of directors
shall be accomplished by the three candidates receiving a plurality of the votes
cast  at  a shareholder's meeting at which a quorum is present.  The appointment
of  Morgan  &  Company  as auditors for the Company and the amend bylaws will be
approved  upon  the  majority vote of the shares in attendance at the meeting at
which  a  quorum  is  present.  Approval  of  the  amendments to the articles of
incorporation  requires  the  affirmative  at  the  meeting of a majority of all
common  shares  issued  and  outstanding.

You  can  vote  by  either attending the meeting in person or by filling out and
sending  in your proxy.  Shares of common stock that are represented by properly
executed  proxies,  unless  such  proxies  shall  have  previously been properly
revoked  (as provided herein), will be voted in accordance with the instructions
indicated  in  such  proxies.  If  no  contrary instructions are indicated, such
shares  will  be  voted  FOR  the  named  nominees  for  the  board of directors
identified  herein.  Shares  represented  by proxies that have voted against the
propositions  presented at the meeting cannot be used to postpone or adjourn the
meeting  in  order  to  solicit  more  votes  for  the  proposition.

Brokers  who  hold  shares in a street name have the authority to vote when they
have  not  received instructions from the beneficial owners.  Brokers who do not
receive  instructions,  but who are present in person or by proxy at the meeting
will  be  counted  as  present  for  quorum  purposes.

                                  OTHER MATTERS

It  is  not expected that any matters other than those referred to in this proxy
statement  will  be  brought  before the meeting.  If other matters are properly
presented,  however,  the  persons  named  as  proxy



                                       6



appointees will vote in accordance with their best judgment on such matters. The
grant  of  a proxy also will confer discretionary authority on the persons named
as  proxy  appointees  to vote in accordance with their best judgment on matters
incident  to  the  conduct  of  the  meeting.

                               REVOCATION OF PROXY

Any  shareholder  may  revoke  his,  her or its proxy (other than an irrevocable
proxy  coupled  with an interest) at any time before it is voted, by: (1) filing
with  the  corporate  secretary  of  RRUN  Ventures  Network, Inc. an instrument
revoking the proxy; (2) returning a duly executed proxy bearing a later date; or
(3)  attending the meeting and voting in person.  Attendance at the meeting will
not  by  itself  constitute  revocation  of  a  proxy.

SHAREHOLDERS  ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED
IN  THIS PROXY STATEMENT, AND SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND
PROMPTLY  RETURN  THE  ENCLOSED  PROXY  IN  THE  ACCOMPANYING  PREPAID ENVELOPE.

                                   PROPOSAL I
                              ELECTION OF DIRECTORS

Three  directors are to be elected at the annual meeting, to hold office for one
year  until  the next annual meeting of shareholders, and until their successors
are  elected  and  qualified. It is intended that the accompanying proxy will be
voted  in  favor  of  the  following  persons  to  serve as directors unless the
shareholder indicates to the contrary on the proxy. Management expects that each
of  the  nominees  will  be  available for election, but if any of them is not a
candidate  at  the time the election occurs, it is intended that such proxy will
be  voted  for  the election of another nominee to be designated by the Board of
Directors  to  fill  any  such  vacancy.

NOMINEES

The  following  sets  forth  information  regarding  each  nominee.

                    All Positions                             Years/Mos. Served
                    And  Offices                              as  Director
Name                with RRUN                     Age         of the Company

Ray A. Hawkins (1)  President, Chief Executive
                    Officer & Director            33          1 Year/ 3 Mos.

Edwin Kwong (1)     Secretary/Treasurer,
                    Chief  Operations  Officer,
                    Chief  Financial  Officer  &
                    Director                      31          1 Year/ 3  Mos.

Pavel Bains (2)     Executive Vice President &
                    Director                      27          Less than 1 year



                                       7




(1)  Appointed  to  the  Board  on  August  17,  2001
(2)  Appointed  to  the  Board  on  November  8,  2002

                                 Terms of Office

All  executive  officers are employed by RRUN on a full-time basis, except Pavel
Bains,  who  serves  as RRUN's Executive Vice President on a less than full-time
basis.  Vacancies  in the existing Board of Director are filled by majority vote
of  the  remaining  Directors.  The  officers  serve at the will of the Board of
Directors.  There  are no family relationships between any executive officer and
director.

Ray  Hawkins  -  Director,  President  &  CEO.

As  the  President  &  CEO,  Mr.  Hawkins duties include the forging of business
development,  securing  of partnerships, and overseeing product development, and
marketing campaigns.  Mr. Hawkins is a serial entrepreneur with over a decade of
experience  in  the  fields  of  media,  entertainment,  and  marketing.  From
1990-1995,  Mr.  Hawkins  operated  his  own  music  artist management firm, RAH
Talent.  During  that  time  Mr.  Hawkins  also  acted  as  the  CEO  of  Empire
Communications,  a  record  label  that  produced a number of cutting edge music
artists.  From  1993-1997  Mr.  Hawkins  acted  as a music consultant, procuring
cutting  edge  music  for  movie and television production houses like Paramount
Pictures  and  video  game  companies  like Electronic Arts.  From 1996-1999 Mr.
Hawkins was the founder, President, and CEO of TAXI Communications Network Inc.,
a  leading  edge  media and marketing firm that produced a popular local culture
magazine,  TAXI  Vancouver,  and  developed  urban based marketing campaigns for
companies  like  Labatt  Breweries, Universal Music, Virgin Megastore and Molson
Canada.

Edwin  Kwong  -  Director,  COO  and  CFO.

Mr.  Kwong  uses his background in finance and project management to oversee the
day-to-day  operations  of  RRUN.Mr.  Kwong  has  over  5 years of international
management consulting experience in Project Management and Finance in Canada and
Asia.  In  1993  Mr.  Kwong  received a Bachelor of Commerce in Finance from the
University  of  British Columbia.  In 1996 Mr. Kwong received a Graduate Diploma
in  Asian  Pacific  Management.  From  1994-1996  Mr. Kwong worked as Investment
Advisor  Assistant for Great Pacific Management in Vancouver.  From 1996 to 1997
Mr. Kwong acted as a consultant in Hong Kong for Manulife International Ltd. and
Ernst  and  Young Management Consulting.  From 1997-1998 Mr. Kwong was a Project
Executive  for  Hopewell Holdings in Hong Kong and Indonesia.  In 1998 Mr. Kwong
completed  his  Level  1 examination in the Chartered Financial Analyst program.
From  1999-2000  Mr.  Kwong  was the Senior Business Specialist for Intria Items
Inc.,  a  financial  technology  solutions division of Canadian Imperial Bank of
Commerce.

Pavel  Bains  -  Director,  Executive  Vice  President.

Mr.  Bains  has  over  five  years  of  experience  in  marketing and promotion,
e-commerce  development,  and  business  strategy.  Prior to RRUN, Mr. Bains was
employed  as  a Marketing Representative for both Labatt Breweries and Budweiser
where  he produced promotional and marketing programs aimed at the urban market.
Mr.  Bains has also tenured with the National Basketball Association's Vancouver



                                       8




Grizzlies  in  a  media  relations  role.  Mr.  Bains has a Bachelor's degree in
Business  Administration  from  Simon  Fraser  University  where  he  won  a
top-consulting  award  for  his  work  for  Amazon.com.

          THE BOARD RECOMMENDS  A VOTE IN FAVOR OF THE NAMED NOMINEES.


                                   PROPOSAL II
                              SELECTION OF AUDITORS

The  board of directors selected Morgan & Company, Chartered Accountants, as the
independent  auditors  to  examine  the  Company's  financial statements for the
fiscal  year  ended December 31, 2002.  The name of the principal accountant for
the Company at Morgan & Company is Mr. Jim Philip.  The board has presented this
selection  to  the  shareholders  to  confirm  the  appointment.

Representatives  of  the  principal  accountant for the current year and for the
most  recently  completed  fiscal  year  are  not  expected to be present at the
meeting.

THE  BOARD  RECOMMENDS  A  VOTE  IN  FAVOR  OF  CONFIRMING  THE  APPOINTMENT.


                                  PROPOSAL III
                                 AMENDED BYLAWS

On  August  17,  2001 the Board of Directors approved amended bylaws in the form
and content attached to this document as Appendix A.  The amended bylaws provide
the  following:

     *    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.

     *    Quorum.  At  all  meetings  of  stockholders,  except  where a greater
          requirement  is  provided  by  statute  or  by  the  Articles  of
          Incorporation,  or  by the 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.

     *    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

                                       9




               *    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  the  Bylaws.

THE  BOARD  RECOMMENDS  A  VOTE  IN  FAVOR  OF  THE  AMENDED  BYLAWS.

                                   PROPOSAL IV
  AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
          AUTHORIZED COMMON STOCK FROM 100,000,000 SHARES TO
                   250,000,000 SHARES AND TO AUTHORIZE
                  200,000,000 SHARES OF PREFERRED STOCK

Reason  for  the  Increase  in  Authorized  Common  Stock

The  Company  has announced that it is its intention to develop a chain of urban
based  liquor licensed entertainment establishments, namely nightclubs, in order
to  further its goal of developing an urban lifestyle business. The board of the
company has determined that the best way to do this is to acquire the first club
and possibly the second and use these as models for further establishments which
will  be  developed  from  the  ground  up.

It  is  expected  that the acquisitions will be made via both stock and cash. In
order  to  raise  capital  the  company  will  require  an  increase  in  shares
outstanding  to  make the acquisitions. Stock required for the acquisitions will
also  have  to be provided for. Finally in order to make the acquisitions, there
will  be  a  need for capital to cover the expenses of identification, targeting
and  closing  the  acquisitions  including  fees  for  lawyers,  accountants and
investment  bankers.

Because  of the currently low stock price, and given the expected purchase price
of  the  acquisitions,  this  may translate into at least 50 million outstanding
shares required to be added to the capital stock. Note that part of the purchase
price  of  an acquisition or the capital raised may need to include the granting
of  warrants.  These  warrants  will  therefore  be needed to be included in the
authorized  number.  These  additional  authorized  shares  may  also aid in the
securing of the capital needed to also cover the corporate expenses required for
the  acquisitions.  Additional  acquisitions or mergers that are made with stock
will  also  require  the additional shares made available by the increase in the
authorized common stock. The company has previously stated it may issue stock to
compensate,  staff,  consultants  and  others,  and  also  to  settle debts with
suppliers  and  creditors.


                                       10




The  Board  believes  that  the  increase in the authorized will be well merited
since  it  may  result  in  the company building a core of income-producing hard
assets.  The Board believes that the impact of these income producing assets may
result  in  an increase in the company's valuation and stock price such that the
apparent dilution may be more than offset by the increase in valuation such that
stockholders  may  see  an  increase  in  the  stock  price  as  a  result.

Reason  for  the  Authorization  of  Preferred  Stock

The  board  of  directors  has  approved  an  amendment  to  the  articles  of
incorporation  which  would  authorize  the board of directors of the company to
issue  up  to  200,000,000  shares  of  preferred  stock.  The  articles  of
incorporation  would  then  allow  the  board of directors at some later date to
designate  the  preferred  stock  into  series  and  to designate the rights and
preferences  of  each series.  The board of directors believes it is in the best
interest  of  the  company to have preferred stock designated so the company has
the  flexibility  to issue preferred shares quickly in the event it is necessary
in  order  to  raise  capital  or  to  attract and retain talent to the company.

If  the  amendment  to  the  articles of incorporation is approved, the board of
directors will have the authority to designate the rights and preferences of and
to  issue  preferred shares that may have rights and preferences superior to the
rights  and  preferences of common stock.  These superior rights and preferences
may include without limitation, preferential rights to dividends, to liquidation
proceeds  and  the  right  to vote preferred stock as a class on certain issues.
This  will  have the effect of subordinating the rights currently held by common
shareholders  to  the  rights  of  preferred  shareholders.

In  order to allow for the authorization of preferred shares and the increase in
the authorized number of common shares, it is necessary to amend the Articles of
Incorporation  of the company and authorize within the Articles of Incorporation
the  preferred  shares  and  the  increase in the common shares.   A copy of the
proposed  Certificate  of  Amendment to Articles of Incorporation is attached to
this proxy statement as Appendix B.  A vote in favor of amending the Articles of
Incorporation  is  also a vote in favor of having an officer of the company sign
and  file  the  Certificate  of  Amendment  to  Articles  of  Incorporation with
applicable  Nevada  state  authorities.

THE  BOARD  RECOMMENDS  A  VOTE  IN  FAVOR  OF  THE AMENDMENT TO THE ARTICLES
OF INCORPORATION.



                          FUTURE STOCKHOLDER PROPOSALS

It  is anticipated that the release date for RRUN Ventures Network, Inc.'s proxy
statement  and form of proxy for its next annual meeting of shareholders will be
June  27,  2003.  The  deadline  for  submittals  of shareholder proposals to be
included  in  that  proxy  statement and form of proxy is 120 days prior to that
date.  The  date  after  which  a  notice  of  a  shareholder proposal submitted
independent  of  RRUN Ventures Network, Inc.'s proxy statement and form of proxy
is  considered  untimely  is  45  days  prior  to  June  27,  2003.

             Section 16(a) Beneficial Ownership Reporting Compliance

                                       11




The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  Section  16(a) of the Exchange Act during the most recent
fiscal  year:

                               Number       Transactions   Known Failures
                               Of late      Not Timely     To File a
Name and principal position    Reports      Reported       Required Form
-------------------------------------------------------------------------
Ray A. Hawkins                    1             0               0
  CEO, President and Director

Edwin Kwong                       1             0               0
  COO,  CFO,  Treasurer,
  Secretary  and  Director


Saya Kyvrikosaios                 1             0               0
  Chief  Venture  Development.
  Officer  and  Director


Pavel Bains                       2             0               0
  Executive Vice President,
  Media  &  Entertainment

Emanuel Koseos                    0             0               0
  Chief  Technology  Officer


Note:  Form 3 was filed by each Director within 30 days of the occurrence of the
event necessitating the filing. Such event was the appointment by the Company to
the  Board  of  Directors  or  as  an  Officer  of  the  Company.


                                       12




                           BENEFICIAL STOCK OWNERSHIP

The  following  table sets forth, as of October 31, 2002, Common Stock ownership
of (1) the Directors of the Company, (2) the only persons known to management to
be  the  beneficial  owners of more than five percent of the Common Stock of the
Company,  based  on  management's best knowledge at the date set out above , and
(3)  the  Company's  Directors  and  Officers  as  a  group:

Directors, Officers and 5%                       Shares  Beneficially
Stockholders                                            Owned
----------------------------------------------------------------------------
                                                 Number             Percent
                                                 -------            -------

550605  B.C.  Ltd.                               2,814,000(1)         10.9%
4th  Floor,  62  W.  8th  Avenue
Vancouver,  B.C.  V5Y  1M7

Ray  A.  Hawkins                                 2,554,824(3)          9.8%
71-1075  Granville  Street
Vancouver,  B.C.  V6Z  1L4

Pavel  Bains                                       892,500(3)          3.4%
#101  -  1001  Broadway
Vancouver,  B.C.  V6H  4E4

Edwin  Kwong                                       817,500(3)          3.1%
#5  -  744  West  7th  Avenue
Vancouver,  B.C.  V5Z  1B8

Emanuel  Koseos                                 675,000(2)(3)          2.6%
#1  -  1601  M  Avenue.
Anacortes,  WA  98221

Neal  Stauffer                                   2,990,000(6)         10.1%
1100  Petroleum  Club  Building
601  South  Boulder
Tulsa  Oklahoma  74119

William  Cavert                                  2,690,000(7)          9.3%
314  South  Cincinati
Tulsa,  OK  74103

All  RRUN  directors  and                     4,409,824(4)(5)         16.5%
officers  as  a  group  (4persons)


(1)  Ray  A.  Hawkins  owns  74%  of  550605  B.C.  Ltd.
(2)  This  includes  530,000  shares owned by Kaph Data Engineering Inc. Emanuel
     Koseos  owns  85%  of  Kaph  Data  Engineering  Inc.
(3)  Includes  shares  issuable  upon  the  exercise  of options within 60 days.
(4)  Includes  862,500  shares  issuable  upon the exercise of options within 60
     days.
(5)  Does  not  include  3,000,000  options  awarded  to  Dr.  Ted  E  Prince.
(6)  Includes  1,790,000 shares issuable upon the exercise of warrants within 60
     days.
(7)  Includes  1,770,000 shares issuable upon the exercise of warrants within 60
     days.


All  beneficial  owners  have  sole  voting and investment power over all of the
shares  they  own.
Percentage  ownership  is  based  on  25,867,123  shares of common stock issued,
outstanding,  and  entitled  to  vote  at  the  meeting, except where indicated.



                         INFORMATION REGARDING THE BOARD

                                       13




The  Board met seven times during the fiscal year ended December 31, 2001 and as
issues  were  raised  signed several written consents to action without meeting.
All  directors  attended  each  of  the  meetings  held.

The  directors  are not currently paid for acting as members of the board, other
than  receiving  stock  options.

The  following  table  sets  forth certain information as to our Chief Executive
Officer  and  the  highest  paid officers and directors for our last fiscal year
ended  December 31, 2001. No other compensation was paid to any such officers or
directors  during  this  time  period.


                            Annual Compensation Table
                            -------------------------                         All
              Annual Compensation (1)     Long Term Compensation              Other
                                               Other   Re-              LTIP  Comp-
                                               Annual  stricted         pay-  en-
                                               Compen- Stock   Options/ outs  sa-
Name          Title    Year   Salary     Bonus sation  Awarded SARs (#) ($)   tion
---------------------------------------------------------------------------------------------
                                                   
Ray           President,  2001 $ 16,137   $ 0     $0      $0      100,000  $0    $0
A.            CEO         2002
Hawkins       and
              Director

---------------------------------------------------------------------------------------------
Edwin         COO,        2001   10,734     0      0       0      100,000   0     0
Kwong         CFO         2002
              and
              Director

---------------------------------------------------------------------------------------------
Saya          Chief       2001   24,712(2)  0      0       0      100,000   0     0
Kyvrikosaios  Development 2002
              Officer
              and
              Director
---------------------------------------------------------------------------------------------
Pavel         Exec.       2001   16,752 (3) 0      0       0      100,000   0     0
Bains         Vice        2002
              President
---------------------------------------------------------------------------------------------
Emanuel       Chief       2001    6,645     0      0       0      100,000   0     0
Koseos        Technology  2002
              Officer
---------------------------------------------------------------------------------------------



(1)  Unless  otherwise  noted,  compensation  is  for the six month period ended
December  31,  2001.  There  was  no  compensation  paid  by  the Company to the
officers  or  directors  of  the Company prior to that time.  As of December 31,
2001,  no  retirement,  pension  or insurance programs or other similar programs
have  been  adopted  by  RRUN  for  the  benefit  of  its  employees.

(2)  Mr.  Saya  Kyvrikosaios was paid approximately 60% of this total in the six
month  period  ending  June  30,  2001.


                                       14



(3)  Mr.  Pavel  Bains was paid approximately 56% of this total in the six month
period  ending  June  30,  2001.

Subsequent  to  December  31,  2001,  the  Company  executed Management Services
Memorandums  with  five  key  directors/officers  which are effective January 1,
2002.  In  addition  to total signing bonuses of $258,000 which have no specific
payment date and are payable in cash or shares of the Company or its subsidiary,
RAHX,  Inc.,  the  memorandums  provide for performance bonuses and total annual
compensation  as  follows:

              Year  ended  December  31,  2002     $     460,000
              --------------------------------     -     -------
              Year  ended  December  31,  2003     $     460,000
              Year  ended  December  31,  2004     $     460,000
              Year  ended  December  31,  2005     $     380,000
              Year  ended  December  31,  2006     $     380,000

                     Options/SAR Grants in Last Fiscal Year
                               (Individual Grants)

                Number of       Percent of
                Securities      Total options
                Underlying      /SARs granted   Exercise
                Options/SARs    employees in    or base    Expir-
                granted         fiscal          price      ation
         Name   (#)             year            ($/Sh)     date
         ----------------------------------------------------------
         Ray A. Hawkins     100,000     7.8%     $0.10     9/5/2004
         ----------------------------------------------------------
         Edwin Kwong        100,000     7.8%     $0.10     9/5/2004
         ----------------------------------------------------------
         Saya Kyvrikosaios  100,000     7.8%     $0.10     9/5/2004
         ----------------------------------------------------------
         Emanuel Koseos     100,000     7.8%     $0.50     9/5/2004
         ----------------------------------------------------------
         Pavel Bains        100,000     7.8%     $0.10     9/5/2004
         ----------------------------------------------------------



               Aggregated Option/SAR Exercises in Last Fiscal Year
                          and FY-End Option/SAR Values


                                           Number of      Value of
                                           unexercised    unexercised
                        Shares             options/       in-the- money
                        acquired           SARs at        options/
                        on       Value     FY-end(#)      SARs at FY-end($)
                        exercise realized  exercisable/   exercisable/
         Name           (#)      ($)       unexercisable  unexercisable
         ----------------------------------------------------------------
         Ray A. Hawkins    0      0         75,000/25,000  $15,000/$5,000
         ----------------------------------------------------------------
         Edwin Kwong       0      0         75,000/25,000  $15,000/$5,000
         ----------------------------------------------------------------
         Saya Kyvrikosaios 0      0         75,000/25,000  $15,000/$5,000
         ----------------------------------------------------------------
         Emanuel Koseos    0      0         10,000/90,000  $2,000/$18,000
         ----------------------------------------------------------------
         Pavel Bains       0      0         75,000/25,000  $15,000/$5,000
         ----------------------------------------------------------------

Insider  Participation  in  Compensation  Decisions


                                       15




The  Company does not have a Compensation Committee. All members of the Board of
Directors  are  officers  of  the  Company,  receive  compensation  for services
rendered  and  are  involved  in  participation  on  compensation  decisions.

Board  of  Directors  Report  on  Executive  Compensation

The  Board  of  Directors  has  no  existing policy with respect to the specific
relationship  of corporate performance to executive compensation.  The Board has
set executive compensation at what the Board considered to be the minimal levels
necessary  to  retain  and  compensate  the  officers  of  the Company for their
activities  on  the  Company's  behalf.

                                   AUDIT FEES
                                   ----------

RRUN  Ventures  Network,  Inc.  has  been billed by Morgan & Company $16,835 for
professional  services,  of  which  $12,770  was  rendered  for the audit of its
financial statements for the most recent fiscal year and $4,065 was rendered for
the  reviews  of  its  quarterly  financial  statements.

                       WHERE YOU CAN FIND MORE INFORMATION

RRUN  Ventures Network, Inc. is subject to the informational requirements of the
Securities  Exchange Act of 1934, as amended.  RRUN Ventures Network, Inc. files
reports,  proxy statements and other information with the SEC.  You may read and
copy  these  reports, proxy statements and other information at the SEC's Public
Reference  Section  at  450 Fifth Street, N.W., Washington, D.C. 20549.  You may
obtain  information on the operation of the Public Reference Room by calling the
SEC  at  1-800-SEC-0330.  The SEC also maintains an Internet website, located at
www.sec.gov,  that  contains  reports,  proxy  statements  and other information
regarding  companies  and  individuals  that  file  electronically with the SEC.

PLEASE  SIGN,  DATE  AND  RETURN  THE  ACCOMPANYING  PROXY  AT  YOUR  EARLIEST
CONVENIENCE,  WHETHER  OR  NOT  YOU  CURRENTLY  PLAN  TO  ATTEND  THE  MEETING.

By  Order  of  the  Board  of  Directors


_______________________________
Ray  A.  Hawkins
President,  CEO  and  Director

                                       16



                                   Appendix A

                                     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


                                                                               1



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).


                                                                               2



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 stock-holder'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 tele-graphic 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


                                                                               3



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


                                                                               4



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.


                                                                               5



     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.


                                                                               6



     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.


                                                                               7



     (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


                                                                               8



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.


                                                                               9



     (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.


                                                                              10



                                   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.


                                                                              11



     (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.


                                                                              12



     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.


                                                                              13



     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.


                                                                              14



     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


                                                                              15



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

     -    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


                                                                              16



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.


                                                                              17



     (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.


                                                                              18



                                  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
___  day  of  ____________,  2001.

Signature of Officer:     ________________________

Name of Officer:          Ray  Hawkins

Position of Officer:      President/CEO


                                                                              19







                                   Appendix B

              Certificate of Amendment to Articles of Incorporation
                            Nevada Profit Corporation
                       (Pursuant to NRS 78.385 and 78.390)

1.   The  name  of  this  corporation  is  RRUN  Ventures  Network  Inc.

2.   The  articles  have  been  amended  as  follows:

     ARTICLE  III  of  the  Articles  of Incorporation is amended to read in its
     entirety  as  follows:


                                   ARTICLE III
                            AUTHORIZED CAPITAL STOCK

          The  amount  of  total  authorized capital stock which the Corporation
     shall  have  authority to issue is 450,000,000 shares, 250,000,000 of which
     shall  be  common  shares,  each with $0.0001 par value, and 200,000,000 of
     which  shall  be  preferred  shares,  each  with  $0.0001 par value. To the
     fullest  extent permitted by the laws of the State of Nevada (currently set
     forth in NRS 78.195), as the same now exists or may hereafter be amended or
     supplemented,  the  Board  of  Directors  may  fix  and  determine  the
     designations,  rights,  preferences  or  other  variations of each class or
     series  within  each  class  of  capital  stock  of  the  Corporation.

          No  cumulative  voting,  on  any matter to which shareholders shall be
     entitled  to  vote,  shall  be  allowed  for  any  purpose.

          The  authorized  stock of this Corporation may be issued at such time,
     upon  such  terms and conditions and for such consideration as the Board of
     Directors  shall, from time to time, determine. Shareholders shall not have
     pre-emptive  rights  to  acquire  unissued  shares  of  the  stock  of this
     Corporation.

3.   The  vote  by  which  the  stockholders  holding  shares in the corporation
     entitling them to exercise at least a majority of the voting power, or such
     greater  proportion of the voting power as may be required in the case of a
     vote  by  classes or series, or as may be required by the provisions of the
     articles of incorporation have voted in favor of the amendment is: _______.

4.   Signatures


     _______________________                        _______________________
     President                                      Secretary





                           RRUN Ventures Network, Inc.
                                      PROXY

                         Annual Meeting of Shareholders
                                December 30, 2002
                                      PROXY
The undersigned appoints Ray A. Hawkins of RRUN Ventures Network, Inc. with full
power  of substitution, the attorney and proxy of the undersigned, to attend the
annual  meeting  of  shareholders  of  RRUN  Ventures  Network, Inc., to be held
December  30,  2002, beginning at 10:00 p.m., Pacific Time, at 62 W. 8th Avenue,
4th  Floor,  Vancouver, British Columbia, Canada V5Y 1M7, and at any adjournment
thereof,  and  to  vote  the  stock the undersigned would be entitled to vote if
personally  present,  on  all  matters  set forth in the Proxy Statement sent to
Shareholders,  a copy of which has been received by the undersigned, as follows:

Please mark your votes as indicated  [X]  Total Number of Shares Held: _________

This  proxy  when properly signed will be voted in the manner directed herein by
the  undersigned shareholder.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR  THE  PROPOSAL.

1.   For  the  election  of  the  following  three  nominees as directors of the
     Company,  to serve until the next annual meeting and until their successors
     are  elected  and  qualify:  Ray  A. Hawkins, Edwin Kwong, and Pavel Bains.

                      FOR  Nominees     NOT  FOR  Nominees
                          [_]                  [_]

2.   To  confirm  the appointment of Morgan & Company as the Company's auditors.

                      FOR  Appointment     NOT  FOR  Appointment
                          [_]                  [_]

3.   To  ratify  the  amended  bylaws  approved  by  the  Board  of  Directors.

                      FOR  Amended  Bylaws     NOT  FOR  Amended  Bylaws
                          [_]                  [_]

4.   To  approve  the  amendments  to  the  articles  of  incorporation.

                      FOR  Amended  Articles     NOT  FOR  Amended  Articles
                          [_]                  [_]

In  his  discretion, the proxy is authorized to vote upon such other business as
may  properly  come  before  the  meeting.

IMPORTANT  -  PLEASE  SIGN  AND RETURN PROMPTLY. When joint tenants hold shares,
both should sign. When signing as attorney, executor, administrator, trustee, or
guardian,  please give full title as such. If a corporation, please sign in full
corporate  name  by  President  or  other  authorized officer. If a partnership,
please


                                       17




sign  in  partnership  name by an authorized person. Please sign exactly as your
name  appears  on  your  stock  certificate(s).


Signature(s)                              Dated:  ________________,  2002



___________________________               ___________________________


          PLEASE SIGN AND RETURN THIS PROXY PRIOR TO DECEMBER 30, 2002.

                                       18