EXHIBIT 10.2

                          Management Services Agreement

                  This Management  Services Agreement (this "Agreement") made as
of the 14th day of October,  1999, by and between SIMMONDS  CAPITAL LIMITED,  an
Ontario corporation  (hereinafter  "Provider"),  and HYCOMP, INC., a corporation
organized under the laws of the Commonwealth of  Massachusetts  (hereinafter the
"Company").

                  WHEREAS,  the  Company  has the  need for  certain  executive,
accounting, human resources, information technology and other general management
and  administrative  services  relating to its operations,  including  personnel
services, business development and investor relations; and

                  WHEREAS,  Provider  has  agreed  to  provide  such  executive,
accounting, human resources, information technology and other general management
and administrative services to the Company; and

                  WHEREAS,  the Company has agreed to reimburse Provider for the
cost of such executive,  accounting, human resources, information technology and
other  general  management  and  administrative  services  as  provided  in this
Agreement.

                  NOW, THEREFORE,  for and in consideration of the foregoing and
the terms and  conditions  contained  hereinafter,  the parties  hereto agree as
follows:

                  1.  Term.  The term of this  agreement  shall be from the date
hereof to March 31, 2000; provided, however, that it may be terminated by either
party on 45 days prior written  notice at any time after the Company has hired a
full time Chief Executive Officer.

                  2. Services.

                           2.1  Provider  agrees  to  provide,  and the  Company
agrees to  accept,  the  executive,  accounting,  human  resources,  information
technology and other general management and administrative services described in
Exhibit A attached  hereto and as otherwise  mutually agreed by Provider and the
Company (the "Services").

                           2.2 If not otherwise  agreed,  the  specification  of
particular  methods for rendering  the Services and the  assignment of personnel
therefore  will be  determined  by  Provider  in such  manner  as in  Provider's
judgment will best serve the objectives  indicated by the Company.  Such methods
may include,  but are not limited to: (a) remote consulting (by telephone,  fax,
E-mail,  video  conferencing,  etc.); (b) written advice;  (c)  participation in
meetings,  seminars and  workshops;  (d)  secondment  of employees  for specific
activities;  (e) supply of technical  materials,  studies and other information;
(f)  introduction  to persons,  firms/companies  which may be of interest to the
Company; and (g) other means mutually agreement agreed upon from time to time.

                  3.  Compensation.  In  consideration  for  the  Services,  the
Company shall pay Provider a fee of U.S.$15,000 per month, payable in arrears on
the 5th day of each calendar

<PAGE>

month.   The  Company  shall  also   reimburse   Provider  for  its   reasonable
out-of-pocket expenses incurred in connection with the Services,  payable within
30 days after Providers' invoice thereof.

                  4. Obligations.

                           4.1  The  Company  agrees  to  fully  cooperate  with
Provider  and to  supply  Provider  with  any  and  all  information  reasonably
necessary to enable Provider to perform the Services hereunder,  in such form as
may be reasonably requested. The Company will give Provider representatives free
access to any and all  sources of  information  reasonably  necessary  to enable
Provider to satisfactorily perform the Services.

                           4.2  Provider  agrees  to  fully  cooperate  with the
Company  and to  supply  the  Company  with any and all  information  reasonably
necessary to enable the Company to meet its legal and tax requirements.

                  5. Liability.  Provider shall have no liability to the Company
except to the extent of the actual damages (excluding lost profits or special or
punitive  damages)  suffered  by the  Company  as a direct  result  of the gross
negligence or greater culpability of Provider.

                  6.  Indemnity.  The Company shall  indemnify  Provider and its
officers,   directors,   employees,    independent   contractors,   agents   and
representatives,  in their  capacities as such (each, an  "Indemnified  Party"),
against and hold them harmless from any and all damage,  claim, loss,  liability
and expense  (including,  without  limitation,  reasonable  attorneys'  fees and
expenses)  incurred  or  suffered  by any  Indemnified  Party  arising out of or
relating to the Services,  except to the extent that such damage,  claim,  loss,
liability  or  expense  is  found  in a final  non-appealable  judgment  to have
resulted from Provider's gross negligence or willful misconduct.

                  7. Independent  Contractor.  The relationship between Provider
and the Company is that of  independent  contractor.  Neither  Provider  nor the
Company  is, or may hold  itself out as, an agent for or  employee of the other.
Neither  Provider nor the Company shall have any authority to take,  and neither
shall take,  any action which  binds,  or purports to bind,  the other.  Without
limiting the  foregoing,  no employee of Provider may make any claim,  demand or
application  to or for any  right  or  privilege  applicable  to an  officer  or
employee of the Company,  including  but not limited to  workmen's  compensation
coverage, unemployment insurance benefits, social security coverage, health plan
or insurance benefit, any other insurance benefit or any retirement benefit.

                  8. Notices. All notices and other communications given or made
pursuant  to this  Agreement  shall  be in  writing  and  shall  be (i)  sent by
registered or certified  mail,  return receipt  requested,  (ii) hand delivered,
(iii) sent by electronic mail, or (iv) sent by prepaid overnight carrier, with a
record of receipt,  to the parties at the following  addresses (or at such other
addresses as shall be specified by the parties by like notice):

                  (1)      if to Provider:

                           Simmonds Capital Limited
                           580 Granite Court
                           Pickering, Ontario L1W 3Z4

                                      -2-
<PAGE>

                           CANADA
                           Attn: John G. Simmonds

                           with a copy to:

                           Kramer, Levin, Naftalis & Frankel
                           919 Third Avenue
                           New York, NY  10022
                           Attn: Scott S. Rosenblum, Esq.

                  (2)      if to the Company:

                           HyComp, Inc.
                           67 Wall Street, Suite 2411
                           New York, N.Y.  10005
                           Attn: Chief Executive Officer

Each  notice or  communication  shall be  deemed to have been  given on the date
received.

                  9. Miscellaneous Provisions.

                           9.1   This    Agreement    contains    the   complete
understanding   of  the  parties   hereto  and  there  are  no   understandings,
representations,  or warranties of any kind, express or implied not specifically
set forth herein. This Agreement may be amended only by written documents signed
by duly authorized representatives of each of the parties hereto.

                           9.2 This Agreement  shall be governed,  construed and
interpreted in accordance with the laws of New York.

                           9.3 This  Agreement  may be executed in any number of
counterparts,  each of which shall be deemed an original  and all of which taken
together shall constitute a single agreement.

                           9.4  This  Agreement  shall  be for  the  benefit  of
Provider  and the  Company  and  shall be  binding  upon the  parties  and their
respective successors and permitted assigns.

                           9.5 Every  provision of this Agreement is intended to
be  severable.  If any term or  provision  hereof is illegal or invalid  for any
reason  whatsoever,  such term or  provision  shall be  enforced  to the maximum
extent  permitted by law and, in any event,  such illegality or invalidity shall
not affect the validity of the remainder of the Agreement.

                  IN WITNESS  WHEREOF,  the undersigned  have duly executed this
Agreement as of the day and year first above written.

                                    SIMMONDS CAPITAL LIMITED


                                      -3-
<PAGE>


                                    By: /s/ John G. Simmonds
                                       -----------------------------------
                                    Name:  John G. Simmonds
                                    Title: Chairman, President and Chief
                                           Executive Officer

                                    HYCOMP, INC.


                                    By: /s/ Paul K. Hickey
                                       ----------------------------------
                                    Name:  Paul K. Hickey
                                    Title: Chairman and Chief Executive Officer


                                      -4-
<PAGE>


                                    EXHIBIT A

The Services to be rendered under this Agreement  include,  without  limitation,
the following:

         1.   Assistance, advice and support in strategic policy, preparation of
              regular  operating  reviews,  attendance at board meetings and the
              provision of operations consultancy and support;

         2.   Assistance,  advice  and  support  in new  and  existing  services
              including technical support, quality controls, market research and
              development;

         3.   Assistance,   advice  and   support  in   business   organization,
              administration and logistics;

         4.   Assistance, advice and support in business development, marketing,
              promotion, advertising and investor relations;

         5.   Assistance, advice and support in purchasing,  including selection
              and identification of suppliers;

         6.   Assistance,  advice and support in human  resources  and training,
              including personnel  recruitment,  training and management as well
              as  advice  and   assistance  in  human   resource   policies  and
              procedures; also to engage and remunerate executive,  secretarial,
              clerical and other non executive  staff and make them available to
              the Company.  This may include  making  available  the services of
              existing executive personnel.

         7.   Assistance and advice in financial  matters,  including  access to
              funds,  cooperation  with  banks,  cash  management  and  treasury
              management;

         8.   Assistance,   advise   and   support  in   accounting,   including
              preparation  of business  plans,  budgets,  forecasts,  management
              accounts and project cost accounts;

         9.   Assistance,  advice and support in risk  management  and insurance
              matters;

         10.  Assistance,  advice and support in information  and  communication
              services   ("ICS")   (i.e.    electronic   data   processing   and
              communication  systems),  especially  selection,  installation and
              support of ICS systems and software;

         11.  Assistance, advice and support in legal and tax matters;

         12.  Assistance,  advice and  support in  negotiating  agreements  with
              third parties;

         13.  Provider may make available to the Company the services of such of
              Provider's  directors  or  executives  for  any  purposes  of  the
              business  including  taking up appointments as directors,  whether
              executive or non executive, of the Company.


                                      -5-