Filed by Automated Filing Services Inc. (604) 609-0244 - Rancho Santa Monica Developments Inc. - Exhibit 10.2





 MANAGEMENT CONSULTANT AGREEMENT 

 This Management Consultant Agreement (the "Agreement") is
  made and entered into effective as of the 1st day of October, 2004 (the "Effective
  Date"), between RANCHO SANTA MONICA DEVELOPMENTS INC., a Nevada corporation,
  (the "Company") and GRAHAM G. ALEXANDER (the “Consultant”).



WHEREAS: 

 A.            The
  Company intends to engage in the business of acquiring and developing recreational
  real estate properties. 

 B.            The
  Company desires to retain the Consultant to act as President of the Company
  and to provide consultant services to the Company on the terms and subject to
  the conditions of this Agreement. 

 C.            The
  Consultant has agreed to act as President of the Company and to provide consultant
  services to the Company on the terms and subject to the conditions of this Agreement.


 THIS AGREEMENT WITNESSES THAT in consideration of the
  premises and mutual covenants contained in this Agreement and other good and
  valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
  the parties, intending to be legally bound hereby, agree as follows: 

 1.            DEFINITIONS
  

 1.1          The
  following terms used in this Agreement shall have the meaning specified below
  unless the context clearly indicates the contrary: 

	 	 (a)      	 "Consultant Fee" shall mean the consultant
        fee payable to the Consultant at the rate set forth in Section 5.1; 

	 	 	 
	 	 (b)      	 "Board" shall mean the Board of Directors
        of the Company; 

	 	 	 
	 	 (c)      	 "Term" shall mean the term of this Agreement
        beginning on the Effective Date and ending on the close of business on
        the date of the termination of this Agreement. 



 2.            ENGAGEMENT
  AS A CONSULTANT 

 2.1          The
  Company hereby engages the Consultant as a consultant to provide the services
  of the Consultant in accordance with the terms and conditions of this Agreement
  and the Consultant hereby accepts such engagement. 








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 3.            TERM
  OF THIS AGREEMENT 

 3.1          The
  term of this Agreement shall become effective and begin as of the Effective
  Date, and shall continue until the close of business on December 31, 2004, unless
  this Agreement is earlier terminated in accordance with the terms of this Agreement
  or extended by the Board of Directors of the Company. 

 4.            CONSULTANT
  SERVICES 

 4.1          The
  Consultant agrees to act as President of the Company and to perform the following
  services and undertake the following responsibilities and duties to the Company
  as consulting services (the "Consulting Services"): 

	 	 (a)      	 exercising general direction and supervision over
        the business and financial affairs of the Company; 

	 	 	 
	 	 (b)      	 providing overall direction to the management of
        the Company; 

	 	 	 
	 	 (c)      	 reporting directly to board of directors of Company;
      

	 	 	 
	 	 (d)      	 performing such other duties and observing such
        instructions as may be reasonably assigned from time to time by or on
        behalf of the board of directors of the Company in the Consultant’s
        capacity as President, provided such duties are within the scope of the
        Company’s business and implementation of the Company’s business
        plan. 



 4.2          The
  Consultant shall devote such attention and energies to the business affairs
  of the Company as may be reasonably necessary for the discharge of his duties
  as President, provided, however, the Consultant may engage in reasonable investment
  and other personal activities that do not interfere with the Consultant's obligations
  hereunder.

 4.3          The
  Consultant will at all times be an independent contractor and the Consultant
  will not be deemed to be an employee of the Company.

 5.            CONSULTANT
  FEE 

 5.1          During
  the term of this Agreement, the Company shall pay the Consultant a consultant
  fee in consideration of the provision of the Consulting Services equal $1,800
  US per month (the "Consultant Fee"). 








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 6.            STOCK
  OPTIONS 

 6.1          The
  Consultant may be granted, subject to the approval of the Company’s board
  of directors, incentive stock options to purchase shares of the Company’s
  common stock in such amounts and at such times as the Board of Directors of
  the Company, in their absolute discretion, may from time to time determine.

 7.            REIMBURSEMENT
  OF EXPENSES 

 7.1          The
  Company will pay to the Consultant, in addition to the Consultant Fee, the reasonable
  travel and promotional expenses and other specific expenses incurred by the
  Consultant in provision of the Consulting Services, provided the Consultant
  has obtained the prior written approval of the Company.

 8.            TERMINATION


 8.1          The
  Company may terminate this Agreement at any time upon the occurrence of any
  of the following events of default (each an “Event of Default”):


	 	 (a)      	 the Consultant’s commission of an act of fraud,
        theft or embezzlement or other similar willful misconduct; 

	 	 	 
	 	 (b)      	 the neglect or breach by the Consultant of his material
        obligations or agreements under this Agreement; or 

	 	 	 
	 	 (c)      	 the Consultant’s refusal to follow lawful
        directives of the Board, 



 provided that notice of the Event of Default has been delivered
  to the Consultant and provided the Consultant has failed to remedy the default
  within thirty days of the date of delivery of notice of the Event of Default.


 8.2          The
  Consultant may terminate this Agreement at any time in the event of any breach
  of any material term of this Agreement by the Company, provided that written
  notice of default has been delivered to the Company and the Company has failed
  to remedy the default within thirty days of the date of delivery of notice of
  default. 

 8.3          On
  termination of this Agreement for any reason, all rights and obligations of
  each party that are expressly stated to survive termination or continue after
  termination will survive termination and continue in full force and effect as
  contemplated in this Agreement. 








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 9.            PROPRIETARY
  INFORMATION AND DEVELOPMENTS 

 9.1          The
  Consultant will not at any time, whether during or after the termination of
  this Agreement for any reason, reveal to any person or entity any of the trade
  secrets or confidential information concerning the organization, business or
  finances of the Company or of any third party which the Company is under an
  obligation to keep confidential, except as may be required in the ordinary course
  of performing the Consultant Services to the Company, and the Consultant shall
  keep secret such trade secrets and confidential information and shall not use
  or attempt to use any such secrets or information in any manner which is designed
  to injure or cause loss to the Company. Trade secrets or confidential information
  shall include, but not be limited to, the Company's financial statements and
  projections, expansion proposals, property acquisition opportunities and business
  relationships with banks, lenders and other parties not otherwise publicly available.


 10.           RELIEF
  

 10.1         The Consultant
  hereby expressly acknowledges that any breach or threatened breach by the Consultant
  of any of the terms set forth in Section 9 of this Agreement may result in significant
  and continuing injury to the Company, the monetary value of which would be impossible
  to establish, and any such breach or threatened breach will provide the Company
  with any and all rights and remedies to which it may be entitled under the law,
  including but not limited to injunctive relief or other equitable remedies.


 11.           PARTIES
  BENEFITED; ASSIGNMENTS 

 11.1          This
  Agreement shall be binding upon, and inure to the benefit of, the Consultant,
  his heirs and his personal representative or representatives, and upon the Company
  and its successors and assigns. Neither this Agreement nor any rights or obligations
  hereunder may be assigned by the Consultant. 

 12.           NOTICES
  

 12.1          Any
  notice required or permitted by this Agreement shall be in writing, sent by
  registered or certified mail, return receipt requested, or by overnight courier,
  addressed to the Board and the Company at its then principal office, or to the
  Consultant at the address set forth in the preamble, as the case may be, or
  to such other address or addresses as any party hereto may from time to time
  specify in writing for the purpose in a notice given to the other parties in
  compliance with this Section 12. Notices shall be deemed given when delivered.









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 13.           GOVERNING
  LAW 

 13.1           This
  Agreement shall be governed by and construed in accordance with the laws of
  the Province of British Columbia and each party hereto adjourns to the jurisdiction
  of the courts of the Province of British Columbia.

 14.           REPRESENTATIONS
  AND WARRANTIES 

 14.1           The
  Consultant represents and warrants to the Company that (a) the Consultant is
  under no contractual or other restriction which is inconsistent with the execution
  of this Agreement, the performance of his duties hereunder or other rights of
  Company hereunder, and (b) the Consultant is under no physical or mental disability
  that would hinder the performance of his duties under this Agreement. 

 15.           MISCELLANEOUS
  

 15.1           This
  Agreement contains the entire agreement of the parties relating to the subject
  matter hereof.

 15.2           This
  Agreement supersedes any prior written or oral agreements or understandings
  between the parties relating to the subject matter hereof. 

 15.3          No
  modification or amendment of this Agreement shall be valid unless in writing
  and signed by or on behalf of the parties hereto. 

 15.4           A
  waiver of the breach of any term or condition of this Agreement shall not be
  deemed to constitute a waiver of any subsequent breach of the same or any other
  term or condition.

 15.5           This
  Agreement is intended to be performed in accordance with, and only to the extent
  permitted by, all applicable laws, ordinances, rules and regulations. If any
  provision of this Agreement, or the application thereof to any person or circumstance,
  shall, for any reason and to any extent, be held invalid or unenforceable, such
  invalidity and unenforceability shall not affect the remaining provisions hereof
  and the application of such provisions to other persons or circumstances, all
  of which shall be enforced to the greatest extent permitted by law.

 15.6           The
  headings in this Agreement are inserted for convenience of reference only and
  shall not be a part of or control or affect the meaning of any provision hereof.


 15.7           The
  Consultant acknowledges and agrees that O'Neill Law Group PLLC has acted solely
  as legal counsel for the Company and that the Consultant has 








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 been advised to obtain independent legal advice prior to execution
  of this Agreement. 

 15.8          This
  Agreement may be executed in one or more counter-parts, each of which so executed
  shall constitute an original and all of which together shall constitute one
  and the same agreement. 

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

	RANCHO SANTA MONICA DEVELOPMENTS INC. 

      by its authorized signatory: 	 	 
	 	 	 
	 	 	 
	 /s/ Graham Alexander 
	 	 
	Signature of Authorized Signatory 	 	 
	 	 	 
	 	 	 
	Graham Alexander 	 	 
	Name of Authorized Signatory 	 	 
	 	 	 
	 	 	 
	President, Director 	 	 
	Position of Authorized Signatory 	 	 
	 	 	 
	 	 	 
	 	 	 
	SIGNED, SEALED AND DELIVERED 

      BY GRAHAM G. ALEXANDER 

      in the presence of: 	 	 
	 	 	 
	 	 	 
	/s/ Signed  	 	 
	Signature of Witness  	 	 
	 	 	 
	 	 	 
	3104 Sunnyhurst Road  	 	/s/ Graham G. Alexander  
	Address of Witness  	 	GRAHAM G. ALEXANDER 
	 	 	 
	 	 	 
	N. Vancouver, BC Canada