Filed by Automated Filing Services Inc. (604) 609-0244 - Ingenium Capital Corp. - Exhibit 10.2





 MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

 THIS AGREEMENT dated effective as of the 1st day of May, 2004.

BETWEEN:


  
    
      
        
          
            WILLIAM ASSELSTINE, of

              2360 Palmerston Avenue, 

              West Vancouver, British Columbia, Canada

              V7V 2W1

             ("Asselstine")

          

        

      

    

  



OF THE FIRST PART

AND:


  
    
      
        
          
             INGENIUM CAPITAL CORP.,

              a company incorporated under 

              the laws of the State of Nevada

             ("Ingenium")

          

        

      

    

  



 OF THE SECOND PART



  WHEREAS: 

	 A.      	 Ingenium is engaged in the business of mineral exploration
        of its Glove 2 mineral claim; 

	 
	 B.      	 Asselstine is the president and the sole director
        of Ingenium and has business and management expertise; 

	 
	 C.      	 Asselstine maintains an office with administration
        services, including telephone and computer services; 

	 
	 D.      	 Ingenium requires management services and office
        administration services, including telephone and computer services, and
        wishes Asselstine to provide same to Ingenium. 



 NOW THEREFORE THE PARTIES HAVE AGREED and do hereby agree as follows:

	 1.      
	 Asselstine hereby agrees to provide his services
        to carry out management and direction of the business of Ingenium, including
        managing and supervising and coordinating any mineral exploration activities
        carried out by Ingenium (the "Management Services"). 

	 
	 2.      
	 Asselstine hereby agrees to provide office administration
        services, including telephone and computer services, to Ingenium (the
        "Administrative Services"). 

	 
	 3.      
	 In consideration of Asselstine providing all the
        Management Services and the Administrative Services to Ingenium, Ingenium
        agrees to pay to Asselstine a consulting fee in the amount of $500.00
        U.S. per month payable on the last day of each month (the "Consulting
        Fee"). 

	 
	 4.      
	 In addition to the payment of the Consulting Fee,
        Ingenium agrees to reimburse Asselstine for any expenses directly attributable
        to performing his obligations to Ingenium pursuant to this Agreement.
      

	 
	 5.      
	 It is agreed that the Management Services to be
        provided by Asselstine to Ingenium will account for approximately 15%
        of Asselstine's business time. The Consulting Fee will be increased in
        the event that Asselstine is required to spend more than 15% of his business
        time in providing the Management Services. Any increase to the Consulting
        Fee will be proportionate based on the actual amount of time spent by
        Mr. Asselstine in providing the Management Services. 








 -2-

	 6.      	 This Agreement shall be on a month-to-month basis
        and shall be terminable by either party upon one month's notice to the
        other. 



 IN WITNESS WHEREOF the parties hereto have executed this Agreement
  as of the day and year first above written. 

	/s/ William Asselstine 	 
	WILLIAM ASSELSTINE 	 
	 	 
	 	 
	 	 
	INGENIUM CAPITAL CORP.	 
	by its authorized signatory 	 
	 	 
	 /s/ William Asselstine	 
	Signature of Authorized Signatory	 
	 	 
	William Asselstine 	 
	Name of Authorized Signatory