Exhibit 10.13

                       Management Agreement with Mr. Loder









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                              MANAGEMENT AGREEMENT

THIS AGREEMENT, dated as of the 6th day of October, 1998, by and between Capital
Reserve Corporation,  a Colorado corporation (the "Company"), and Glen Loder, an
individual (the "Consultant").

WHEREAS,  the Consultant has experience and expertise in the financial  industry
and corporate management; and

WHEREAS, the Consultant is a member of the Company's board of directors; and

WHEREAS,  the  Company  desires to secure the  services  and  employment  of the
Consultant on behalf of the Company immediately and the Consultant is willing to
perform  services  as  a  Consultant  to  the  Company  until  the  Consultant's
employment  with the Company shall be terminated in accordance with the terms of
this Agreement;

NOW,  THEREFORE,  in  consideration of the foregoing and of the mutual covenants
and  agreements of the parties  contained  herein,  the parties  hereto agree as
follows:

1.       EMPLOYMENT  CONDITIONS.  The Company agrees to employ the Consultant as
         its  President  and  Chairman  of  the  Board  of  Directors,  and  the
         Consultant  agrees to accept such employment,  on the terms provided in
         this Agreement.

2.       DUTIES AND RESPONSIBILITIES.

         a)       During the term of this Agreement,  the Consultant shall serve
                  as Chairman  of the Board of  Directors  of the  Company  and,
                  additionally, as President of the Company.

         b)       The Consultant shall provide office space and necessary office
                  equipment to the Company as part of Consultant's services.

         c)       The Consultant,  in all capacities,  shall report to the Board
                  of Directors of the Company.

         d)       The    Consultant    shall    perform    those    duties   and
                  responsibilities,  commensurate  with the Consultant's  skills
                  and experience, and as designated by the Board of Directors of
                  the Company.





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         e)       During the Employment  Term,  the Consultant  agrees to devote
                  such time and  attention  to the  business  and affairs of the
                  Company  as the  Consultant  deems  necessary  and to use  the
                  Consultant's   best   efforts   to  perform   faithfully   and
                  efficiently such responsibilities.

3.       TERM OF AGREEMENT.  The Consultant's services shall be available to the
         Company from October 6, 1998, until terminated by the Consultant or the
         Company.

4.       WHERE SERVICES ARE TO BE PERFORMED.  The Consultant's  services will be
         performed  at the  Consultant's  offices  and the  Consulting  Fee,  as
         defined  in Section 5, shall  include  any  charges  for the use of the
         office  space and  associated  equipment.  The  Consultant  may perform
         services at such other  places that are  appropriate  and are  mutually
         agreed to by Consultant and the Company.

5.       COMPENSATION.  The Company will pay the  Consultant a consulting fee of
         Five  Thousand   United  States  dollars   (US$5,000)  per  month  (the
         "Consulting  Fee").  The  Consulting Fee shall be payable at the end of
         each month in which the Consultant  furnishes services pursuant to this
         Agreement.

6.       PER DIEM EXPENSES;  REIMBURSEMENT OF TRAVEL EXPENSES.  The Company will
         reimburse  the  Consultant  for  reasonable  expenses  incurred  by the
         Consultant  pursuant to this Agreement,  including  expenses for travel
         required in  connection  with the  furnishing  of  services  under this
         Agreement.  Reimbursement  of  expenses  shall be made on the  basis of
         itemized statements submitted by the Consultant and including, whenever
         possible, actual bills, receipts, or other evidence of expenditures.

7.       CONSULTANT AN INDEPENDENT  CONTRACTOR.  The Consultant will furnish the
         Consultant's  services  as an  independent  contractor  and  not  as an
         employee of the Company or of any company  affiliated with the Company.
         No  representation  will be made by  either  party to  anyone  that the
         Consultant is other than an independent  contractor.  The Consultant is
         not entitled to any medical coverage, life insurance,  participation in
         the Company's savings plan, or other benefits afforded to the Company's
         regular employees, or those of the Company's affiliated companies.


Loder Management Agreement - page 2                              -----     -----

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8.       CONSULTANT NOT TO ENGAGE IN CONFLICTING ACTIVITIES.  During the time of
         this  Agreement,  the  Consultant  will not  enter  into any  activity,
         employment,  or business  arrangement that conflicts with the Company's
         interests or the Consultant's obligations under this Agreement. In view
         of the sensitive nature of the Consultant's  status, the Company or the
         Consultant  shall have the option of terminating  this Agreement at any
         time if a conflict of interest  exists or is imminent.  The  Consultant
         will advise the Company of the  Consultant's  position  with respect to
         any activity,  employment,  or business arrangement contemplated by the
         Consultant  that may be relevant to this  Paragraph.  For this purpose,
         the  Consultant  agrees to disclose any such plans to the Company prior
         to implementation.

9.       PROPRIETARY AND CONFIDENTIAL INFORMATION.  The Consultant will treat as
         proprietary and confidential any information  belonging to the Company,
         the Company's affiliated companies, or any third parties,  disclosed to
         Consultant in the course of the Consultant's  services.  The Consultant
         shall not disclose or transfer any such information to any other person
         or entity  without the  Company's  prior  approval.  Any  documents  or
         information  otherwise  provided to the Consultant shall be returned to
         the Company upon termination of this Agreement.

10.      INSIDE  INFORMATION--SECURITIES  LAWS VIOLATIONS.  In the course of the
         performance  of  the  Consultant's  duties,  it is  expected  that  the
         Consultant will receive  information that is considered material inside
         information  within the meaning  and intent of the  federal  securities
         laws,  rules,  and  regulations.  The Consultant will not disclose this
         information, directly or indirectly, or use such information as a basis
         for advice to any other party  concerning any decision to buy, sell, or
         otherwise  deal in the  Company's  securities  or  those  of any of the
         Company's affiliated companies.

11.      NONASSIGNABILITY;   SUCCESSORS.   This   Agreement  is  personal   and,
         notwithstanding  anything  contained  in this  Agreement,  neither this
         Agreement nor any right or interest of the Consultant  hereunder  shall
         be  subject to  voluntary  or  involuntary  alienation,  assignment  or
         transfer,  without the Company's prior written consent.  This Agreement
         shall inure to the  benefit of and be binding  upon the Company and its
         successors.


Loder Management Agreement - page 3                              -----     -----



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12.      ENTIRE AGREEMENT;  SEVERABILITY.  This Agreement constitutes the entire
         agreement  between the parties  hereto in respect of the  employment of
         Gene Loder, the "Consultant", by the Company and supersedes any and all
         other  written,  implied or oral  agreements  and  understandings  with
         respect to the subject matter of this Agreement.  The provisions herein
         shall be regarded as severable. Any term or provision of this Agreement
         which is invalid or unenforceable in any jurisdiction shall, as to such
         jurisdiction,  be  ineffective  to the  extent  of such  invalidity  or
         unenforceability   without   rendering  invalid  or  unenforceable  the
         remaining   terms  or  provisions  of  this   Agreement  in  any  other
         jurisdiction.  If any provision of this  Agreement is so broad as to be
         unenforceable  or invalid,  such  provision  shall be interpreted to be
         only so broad as is enforceable and valid.

13.      WARRANTY    THAT    AGREEMENT    DOES    NOT    CONTEMPLATE     CORRUPT
         PRACTICES--DOMESTIC OR FOREIGN. Consultant represents and warrants that
         (a) all  payments  under this  Agreement  constitute  compensation  for
         services performed and (b) this Agreement and all payments, and the use
         of the  payments  by  Consultant,  do not and shall not  constitute  an
         offer, payment, or promise, or authorization of payment of any money or
         gift to an official or political  party of, or candidate  for political
         office in, any jurisdiction within or outside the United States.  These
         payments  may not be  used  to  influence  any  act or  decision  of an
         official, party, or candidate in his, her, or its official capacity, or
         to induce such  official,  party,  or candidate to use his, her, or its
         influence  with a government to affect or influence any act or decision
         of such  government  to  assist  Client  in  obtaining,  retaining,  or
         directing  business to Client or any person or other corporate  entity.
         As used in this  Paragraph,  the term  "official"  means any officer or
         employee of a government,  or any person acting in an official capacity
         for or on behalf of any government;  the term "government" includes any
         department, agency, or instrumentality of a government.

14.      GOVERNING LAW. The validity, construction,  performance and enforcement
         of this  Agreement  shall  be  governed  by the  laws of the  State  of
         Colorado.

15.      NOTICES.  All notices and other  communications  hereunder  shall be in
         writing  and shall be deemed to have been duly  given if  delivered  in
         person or sent by certified  mail,  return receipt  requested,  postage
         prepaid, addressed as follows:

         If to Company:             #11-1861 Beach Avenue
                                    Vancouver, British Columbia V6G 1Z1
                                    Canada

Loder Management Agreement - page 4                              -----     -----


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         If to Consultant:          #11-1861 Beach Avenue
                                    Vancouver, British Columbia V6G 1Z1
                                    Canada

         or to such other  addresses  as the party to whom notice is to be given
         may,  from  time to time,  designate  in  writing  delivered  in a like
         manner;  provided that notices of changes of address shall be effective
         only upon  receipt  thereof.  Notice  given by mail as set forth  above
         shall be deemed  delivered on the fifth day following the date the same
         is postmarked.

16.      MODIFICATION  AND  WAIVERS.  No  provision  of  this  Agreement  may be
         modified, altered or amended except by an instrument in writing that is
         executed by the parties  hereto and makes  specific  reference  to this
         Agreement.  No waiver by either party hereto of any breach by the other
         party  hereto  of any  provision  of this  Agreement  shall be deemed a
         waiver of any other provision of this  Agreement.  No failure by either
         party to enforce  any  provision  of this  Agreement  shall be deemed a
         waiver of the  right to  subsequently  enforce  any  provision  of this
         Agreement.

17.      HEADINGS.  The headings  contained herein are solely for the purpose of
         reference,  are not part of this  Agreement  and  shall  not in any way
         affect the meaning or interpretation of this Agreement.

18.      COUNTERPARTS.   This   Agreement   may  be  executed  in  two  or  more
         counterparts,  each of which shall be deemed to be an original  but all
         of which together shall constitute one and the same instrument.

19.      ARBITRATION.  Any  controversy  or claim  arising out of or relating to
         this  Agreement,  the breach thereof or the  transactions  contemplated
         hereby shall be settled by binding  arbitration in Denver,  Colorado in
         accordance with the then prevailing  rules of the American  Arbitration
         Association  and judgment upon the award rendered by the arbitrator may
         be entered in any court having  jurisdiction.  The prevailing  party in
         any such  matter  shall  also be  entitled  to an  award of  reasonable
         attorneys' fees and costs.


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IN WITNESS  WHEREOF,  the Company has caused  this  Agreement  to be executed by
authority of its Board of  Directors,  and the  Consultant  has hereunto set his
hand, the day and year first above written.

"Company"
CAPITAL RESERVE CORPORATION,
a Nevada Corporation


By:/s/GLEN LODER
Glen Loder, Director


"Consultant"




/s/GLEN LODER
Glen Loder



Loder Management Agreement - page 6


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                                   Exhibit 27

                             Financial Data Schedule







                                       34

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