Management Agreement

THIS AGREEMENT made Date of Agreement (ie. July 31, 2000) between Name of Manager
of Address of Manager (the "Manager") and Name of Owner of Address of Owner (the
"Owner").

WHEREAS:

(A) The Manager carries on business as a manager of businesses;

(B) The Owner wishes to retain the management services of the Manager in connection with
the carrying on of the Owner's business of a Describe Business of Owner (ie. Accounting
Office) (the "Business");

NOW THEREFORE IN CONSIDERATION of the mutual covenants contained in this

Agreement and other good and valuable consideration, the receipt of which is acknowledged by
each party, the parties covenant and agree with each other as follows:

1. Management Services. The Manager shall provide to the Owner as required by the
Owner the following management services (the "Management Services"):

(a) All equipment (the "Equipment") required by the Owner in connection with the
Business including but not limited to:

(i) computers, typewriters, facsimile machines, copiers, transcription and

reproduction equipment and other office equipment and furniture; and

(ii) any automobiles required by the Owner;

(b) secretarial and typing services;

(c) telephone answering and receptionist services;

(d) filing and general clerical services;

(e) delivery services;

(f) purchasing and inventory control;

(g) systems administration;

(h) collection of accounts receivable;

and such other assets and services as may be required from time to time.
2. Business Expenditures. The Manager will pay all expenditures necessary to maintain
the Business including, without limiting the generality of the foregoing or the provisions
of paragraph 1, rental payments, the cost of all supplies required by the Owner in
carrying on the Business and all utility bills.

3. Management Fee. In consideration of the Manager undertaking the management of the

Business, the Owner agrees to pay to the Manager a monthly fee consisting of the cost of
the Manager plus fifteen percent (15%). The cost of the Manager shall be determined by
the Manager and monthly payment shall be made within ten (10) days of the Manager
submitting an invoice for payment to the Owner.

4. No Warranties. The Manager makes no representation or warranty whatsoever with

respect to the suitability or durability of any Equipment for the purposes or uses of the
Owner or any other representation or warranty concerning any Equipment, express or
implied.

5. Location and use of Equipment. The Equipment shall be located and used only on the
Premises and shall not be removed without prior written consent of the Manager. The
Equipment shall be maintained and operated by competent employees only. The Owner
shall pay all expenses of operating and maintaining the Equipment and shall insure the
Equipment against normal perils, with loss payable to the Manager.

6. Ownership of Equipment. The Equipment shall at all times be and remain the exclusive
property of the Manager, and the Owner shall have no right of property except the right
to use the Equipment on the terms and conditions in this Agreement.

7. Equipment Not Fixtures. The Equipment shall at all times during the term of this
Agreement be personal or moveable property, regardless of the manner in which it may
be attached to any real estate. The Owner shall install the Equipment in a manner which
will permit its removal without material injury to the place of installation. The Owner
shall be responsible for any damage done to any real estate, building or structure by the
removal of the Equipment and shall indemnify the Manager against liability for such
damage.

8. Care of Equipment. The Owner shall at all times, at its own expense, keep the
Equipment in good and efficient working order and repair. The Manager, its employees
and agents shall at all reasonable times have access to the Equipment for the purpose of
inspecting it. The Owner shall not, without the prior written consent of the Manager
make any alterations, additions or improvements to the Equipment. All alterations,
additions or improvements shall belong to and remain the property of the Manager.

9. Risk of Loss Or Damage. Except for loss or damage to the Equipment from fire or theft,
the Owner assumes the entire risk of loss or damage to the Equipment from any cause.
No loss or damage to the Equipment or any part of it, except loss or damage from fire or
theft, shall affect the obligations of the Owner.
10. Liens and Taxes. The Owner shall keep the Equipment free of levies, liens and
encumbrances and shall pay all licence fees, registration fees, assessments, charges and
taxes (municipal, state and federal), which may be levied or assessed directly or
indirectly against or on account of the Equipment or any interest therein or use thereof. If
the Owner shall fail to pay such licence fees, registration fees, assessments, charges or
taxes, the Manager may pay the same in which event the cost shall constitute additional
rent, which shall be immediately due and payable and the Manager shall be entitled to all
the remedies provided in this Agreement in the event of default of payment of rent.

11. Compliance with Law. The Owner shall comply with all laws, ordinances, regulations
and by-laws present or future, in any way relating to the ownership, possession, use or
maintenance of the Equipment throughout the term of this Agreement, and shall
indemnify the Manager against all liability it may incur by the Owner's failure to comply.

12. Indemnity. The Owner shall indemnify the Manager against any and all claims, costs
and expenses in any manner arising from the Owner's use or possession of the Equipment
and against all loss, damage and expense arising from any action, suit or proceedings, or
otherwise on account of any personal injury or death or damage to property occasioned
by the Equipment during the term created or on account of any infringement or alleged
infringement of patent occasioned by the operation of the Equipment.

13. Events of Default. The following shall each constitute an"event of default":

(a) the failure of the Owner to pay any amount owing under this Agreement;

(b) the breach of any covenant or condition contained in this Agreement;

(c) the subjection of the Equipment to any lien, levy or attachment;

(d) any assignment of the Owner for the benefit of creditors;

(e) the admission by the Owner in writing of its inability to pay its debts generally as
they become due;

(f) the appointment of a receiver, trustee, or similar official for the Owner or for any
of its property;

(g) the filing by or against the Owner of a petition in bankruptcy (or a petition for the
reorganization or liquidation of the Owner under any federal or state laws if the
Owner is a corporation);

(h) any other act of bankruptcy or other act or omission by the Owner in furtherance
of any of the above purposes; or

(i) if the Equipment is, in the opinion of the Manager, in danger of being confiscated
or attached.
14. Remedies on Default. On the occurrence of any event of default the Manager may, at its
option, terminate this Agreement by written notice to the Owner whereupon the Owner
shall return the Equipment to the Manager and shall also be liable to the Manager for the
payment of the total amount which shall become due and payable immediately and for all
damages which the Manager may sustain by reason of the Owner's breach including,
without limitation, all legal fees and other expense incurred by the Manager in
attempting to enforce this Agreement or to recover damages for breach, and the Manager
shall have the right to either: (i) sell the Equipment or any portion and, after deducting
all costs and expenses incurred in connection with the sale, to credit the net proceeds of
such sale to the payment of the obligations of the Owner; or (ii) lease the Equipment or
any portion for such period, and to such persons as the Manager shall elect and after
deducting all costs and expenses incurred in connection with the agreement to apply any
rent received therefrom the payment of the obligations of the Owner.

15. Term of Agreement. This Agreement shall commence on the date first above mentioned
and shall continue in full force and effect for a period of Period of Agreement in Years
(ie. three (3) years) thereafter. Notwithstanding the foregoing, this Agreement shall
automatically be renewed for successive terms of one (1) year each, unless either party
notifies the other in writing of non-renewal at least sixty (60) days prior to the end of the
term or any renewal term.

16. Return of Equipment. On the termination of this Agreement for any reason, the Owner
shall at the Owner's cost, return the Equipment to the Manager, failing which the
Manager shall have the right to enter the premises where the Equipment is located and
remove it at the Owner's expense, all without legal process.

17. Headings. The headings contained in the Agreement are inserted solely for convenience
of reference. They do not form a part of this Agreement and are not to be used as an aid
in interpreting this Agreement.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of
which when so executed shall be deemed to be an original and such counterparts together
shall constitute one and the same instrument.

19. Execution by Facsimile. The parties acknowledge that this Agreement may be
negotiated and transmitted between the parties by means of a facsimile machine and that
the terms and conditions agreed to are binding upon the parties. Upon the Agreement
being accepted, copies of the facsimile will be validated by both parties forthwith.

20. Successors and Assigns. This Agreement is personal to the parties hereto and neither
party may assign this Agreement, or any part hereof, without the prior written consent of
the other. This Agreement shall enure to the benefit of and be binding upon the heirs,
executors, administrators, successors and permitted assigns of the parties.

21. Entire Agreement. This Agreement is sets forth the entire agreement between the
parties relating to the subject matter hereof and stands in the place of any previous
agreement, whether oral or in writing. The parties agree that no amendment to this
 Agreement shall be binding upon the parties unless it is in writing and executed by both
parties.

22. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of State or Province.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written
above.

Witness Manager

Witness Owner