Exhibit 10.22

             [Form of verbally agreed management services agreement]

                          Management Services Agreement

                                 By and between

                     [Company] and Simmonds Capital Limited

This Management Services Agreement (this "Agreement") made as of the 1st day of
May 2003, by and between [COMPANY] a ____________ Corporation (hereinafter "the
Company") and SIMMONDS CAPITAL LIMITED, a corporation organized under the laws
of the Province of Ontario (hereinafter the "Provider").

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

WHEREAS, the Company has agreed to reimburse the Provider for the cost of such
executive, accounting and financial reporting, human resources, information
technology and other general management and administrative services relating to
its operations, including personnel services, business development, marketing
and investor relations; and

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

1.0 Term.

The term of this Agreement shall be for a 1 (one) year period from the date
hereof to April 30, 2004 provided, however, that either party for cause on 90
days prior written notice many terminate it. Termination will not negate
payments due to the Provider under the terms of this agreement. This agreement
will automatically renew for a term of 2 (two) years unless 60 days prior
written notice is provided to either party of intent to terminate this
agreement.

2.0 Services.

      2.1   The Provider agrees to provide, and the Company agrees to accept,
            executive, accounting and financial reporting, human resources,
            information technology and other general management and
            administrative services relating to its operations, including
            personnel services, marketing, business development, in house legal
            counsel (on a discounted per hour fee basis) office space and
            services and investor relations, described in Exhibit A attached
            hereto and as otherwise mutually agreed by the 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 the Provider in such manner as in the
            Provider's judgement 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


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            may be of interest to the Company; and (g) other means mutually
            agreed upon from time to time.

3.0 Compensation.

In consideration for the Services, the Company shall pay the Provider a fee of
USD $35,000 per month, payable in advance for each calendar month. The Company
shall also reimburse the Provider for its reasonable out-of-pocket expenses
incurred in connection with the Services, payable upon delivery of the
Provider's invoice therefor.

4.0 Obligations.

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

      4.2   The 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.

5.0 Liability.

The 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 the Provider.

6.0 Indemnity.

The Company shall indemnify the 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 and any 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-appeal able
judgement to have resulted from the Provider's gross negligence or willful
misconduct.

7.0 Independent Contractor.

The relationship between the Provider and the Company is that of independent
contractor. Neither the Provider nor the Company is, or may hold itself out as,
an agent for or employee of the other. Neither the 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 the Provider may 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.

8.0 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):


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(i)   if to the Provider at:
      Simmonds Capital Limited
      13980 Jane Street
      King City, Ontario L7B A3
      Attention: Carrie Weiler

(ii)  if to the Company at: [Company]

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

9.0 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 be 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 the Province of Ontario.

      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 the 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 reasons
            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.

      [COMPANY]

      Per:


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      SIMMONDS CAPITAL LIMITED

      Per:


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