<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>AGREEMENT AND 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.



         B. 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





<PAGE>



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, 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

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