<SEQUENCE>3

<FILENAME>pdm111b.txt

<DESCRIPTION>AGREEMENT/PLAN OF REORGANIZATION

<TEXT>







                      AGREEMENT AND PLAN OF REORGANIZATION



                                  by and among



                             United Management, Inc.

                              a Nevada corporation







                                       and







                               RRUN Ventures Inc.

                              a Nevada corporation













                        Effective as of December 18, 2000

<PAGE>

                      AGREEMENT AND PLAN OF REORGANIZATION



     THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and

entered into this 18th day of December, 2000, by and between United Management,

Inc., a Nevada corporation ("UM"), and RRUN Ventures Inc., a Nevada corporation,

("RRUN").



                                    Premises



     A. This Agreement provides for the reorganization of RRUN with and into UM,

with the surviving entity adopting the name RRUN Ventures Inc., and in

connection therewith, the exchange of the outstanding common stock of RRUN for

shares of common voting stock of UM, all for the purpose of effecting a tax-free

reorganization pursuant to sections 354 and 368(a) of the Internal Revenue Code

of 1986, as amended.



     The boards of directors of UM and RRUN have determined, subject to the

terms and conditions set forth in this Agreement, that the exchange contemplated

hereby, as a result of which UM and RRUN will become one entity, is desirable

and in the best interests of their stockholders. This Agreement is being entered

into for the purpose of setting forth the terms and conditions of the proposed

exchange.



                                    Agreement



     NOW, THEREFORE, on the stated premises and for and in consideration of the

mutual covenants and agreements hereinafter set forth and the mutual benefits to

the parties to be derived herefrom, it is hereby agreed as follows:



                                   ARTICLE I

                REPRESENTATIONS, COVENANTS AND WARRANTIES OF RRUN



     As an inducement to and to obtain the reliance of UM, RRUN represents and

warrants as follows:



     Section 1.1 Organization. RRUN is a corporation duly organized, validly

existing, and in good standing under the laws of the State of Nevada and has the

corporate power and is duly authorized, qualified, franchised and licensed under

all applicable laws, regulations, ordinances and orders of public authorities to

own all of its properties and assets and to carry on its business in all

material respects as it is now being conducted, including qualification to do

business as a foreign corporation in the jurisdiction in which the character and

location of the assets owned by it or the nature of the business transacted by

it requires qualification. Included in the RRUN Schedules (as hereinafter

defined) are complete and correct copies of the articles of incorporation,

bylaws and amendments thereto of RRUN as in effect on the date hereof. The

execution and delivery of this Agreement do not and the consummation of the

transactions contemplated by this Agreement in accordance with the terms hereof

will not violate any provision of RRUN's articles of incorporation or bylaws.

RRUN has full power,



<PAGE>



authority and legal right and has taken all action required by law, its articles

of incorporation, its bylaws or otherwise to authorize the execution and

delivery of this Agreement.



     Section 1.2 Capitalization. The authorized capitalization of RRUN consists

of 25,000,000 common shares, par value $0.001 per share. All issued and

outstanding shares are legally issued, fully paid and nonassessable and are not

issued in violation of the preemptive or other rights of any person. RRUN has no

other securities, warrants or options authorized or issued other than as set

forth in the RRUN Schedules.



     Section 1.3 Subsidiaries and Predecessor Corporations. Except as otherwise

set forth in the RRUN Schedules or as previously provided to UM, RRUN does not

have any other subsidiaries and does not own, beneficially or of record, any

shares of any other corporation.



     Section 1.4 Financial Statements. Included in the RRUN Schedules is RRUN's

audited financial statements (including any predecessor companies) including a

balance sheet, statement of operations, shareholder equity and cash flows and

notes thereto, dated as of November 15, 2000. Relevant thereto:



          (a) the RRUN balance sheet presents fairly as of its date the

     financial condition of RRUN and RRUN does not have, as of the date of such

     balance sheet, except as noted and to the extent reflected or reserved

     against therein, any liabilities or obligations (absolute or contingent)

     which should be reflected in a balance sheet or the notes thereto and all

     material assets reflected therein are properly reported and present fairly

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