EXHIBIT 10.1
------------



                              MANAGEMENT AGREEMENT
                              --------------------


       THIS  AGREEMENT is made and dated for  reference  effective as of the 1st
       ---------------
day of August, 2002

BETWEEN:
--------

       P--CE COMPUTERS,  INC., a company duly incorporated under the laws of the
       ----------------------
       State of Nevada, and having an address for notice and delivery located at
       2300 - 1066 W. Hastings St., Vancouver, British Columbia, Canada, V6E 3X2

       (the "Company");

                                                               OF THE FIRST PART
                                                               -----------------

AND:
----

       ALLAN QUATTRIN,  an individual  having an address for delivery located at
       --------------
       905 - 388 Drake St., Vancouver, British Columbia, Canada, V6B 6A8

       (the "Consultant");

                                                              OF THE SECOND PART
                                                              ------------------

       (the  Company,  or the  Consultant,  being  hereinafter  singularly  also
       referred to as a "Party" and collectively referred to as the "Parties" as
       the context so requires).


WHEREAS:
--------

A.     The Company is a non-reporting  company duly incorporated in the State of
Nevada and is in the business of producing  and marketing  innovative  computing
and entertainment environments;

B.     The  Company  wishes to employ  the  Consultant  to provide  services  as
President and CEO of the Company;

C.     The Consultant has determined to accept the engagement by the Company;


       NOW THEREFORE  THIS AGREEMENT  WITNESSETH  that in  consideration  of the
       -----------------------------------------
mutual  covenants and provisos  herein  contained,  THE PARTIES  HERETO AGREE AS
                                                    ----------------------------
FOLLOWS:
--------


                                    Article I
                                    ---------

                                 INTERPRETATION
                                 --------------

1.1    Definitions.  For all  purposes of this  Agreement,  except as  otherwise
       -----------
expressly provided or unless the context otherwise requires, the following words
and phrases shall have the following meanings:




<PAGE>


                                       -2-



       (a)    "Agreement" means this Agreement as from time to time supplemented
              or amended;

       (b)    "Base  Fee"  means that  compensation  set forth in section  "4.1"
              below;

       (c)    "Board of  Directors"  or "Board"  means the Board of Directors of
              the Company, or any successors to the Company, as duly constituted
              from time to time;

       (d)    "Effective  Date" has the meaning  ascribed to it in section "3.1"
              hereinbelow;

       (e)    "Indemnified  Party"  has the  meaning  ascribed  to it in section
              "6.1" hereinbelow;

       (f)    "Non-Renewal  Notice"  has the  meaning  ascribed to it in section
              "3.2" hereinbelow;

       (g)    "Term"  has  the  meaning   ascribed   to  it  in  section   "3.1"
              hereinbelow; and

       (h)    "Termination  Fee" has the meaning  ascribed to it in section "3.4
              below.

1.2    Interpretation.  For the purposes of this Agreement,  except as otherwise
       --------------
expressly provided or unless the context otherwise requires,:

       (a)    the words  "herein",  "hereof" and  "hereunder" and other words of
              similar  import refer to this  Agreement as a whole and not to any
              particular   Article,   section  or  other   subdivision  of  this
              Agreement;

       (b)    the  headings are for  convenience  only and do not form a part of
              this Agreement nor are they intended to interpret, define or limit
              the scope or extent of this or any provision of this Agreement;

       (c)    any reference to an entity shall include and shall be deemed to be
              a reference to any entity that is a successor to such entity; and

       (d)    words  in  the  singular  include  the  plural  and  words  in the
              masculine gender include the feminine and neuter genders, and vice
              versa.


                                   Article II
                                   ----------

                      SERVICES AND DUTIES OF THE CONSULTANT
                      -------------------------------------

2.1    General  Services.  During  the Term  (as  hereinafter  defined)  of this
       -----------------
Agreement the Consultant  will provide the Company with such general  corporate,
administrative,  technical and management services as is considered necessary or
advisable by the Consultant for the due and proper  management of the Company to
achieve the goals and needs of the Company as  determined  by the  policies  and
proceedings of management and the Board of Directors and is considered advisable
and  within  the  normal  duties  of a  President  and  CEO  (collectively,  the
"Services").

2.2    Specific Services.  Without limiting the generality of the Services to be
       -----------------
provided as set forth in section "2.1"  hereinabove,  it is hereby  acknowledged
and agreed that the Consultant will provide the following specific services:

       (a)    supervision  of the hiring of competent  personnel as are required
              for the efficient operation of the Company's business;




<PAGE>


                                       -3-



       (b)    the management and supervision of the performance of personnel and
              of the operation of various business enterprises of the Company as
              approved by the Board;

       (c)    the identification of business  opportunities for the Company, the
              conduct of due diligence,  and assistance in the  negotiation  and
              conclusion of contracts for such opportunities;

       (d)    assistance  in  the   coordination  and   administration   of  all
              development  programs  of the  Company  together  with all capital
              funding  projects and resources which are  necessarily  incidental
              thereto;

       (e)    assistance   in   the   coordination   of  the   preparation   and
              dissemination of business plans and reports for the Company;

       (f)    assistance  in the liaison  with and the  setting up of  corporate
              alliances for the Company with major companies and customers,  the
              Company's  auditors,  the Company's  solicitors  and the Company's
              affiliated companies and business partners; and

       (g)    such other  activities as are necessary or incidental from time to
              time.

2.3    Company  Support.  The Company shall  reasonably  make available all such
       ----------------
resources  as shall be required for the  Consultant  to perform the Services and
otherwise to fulfill the requirements of this Agreement. The Company warrants it
shall provide the Consultant with all such reasonable  resources,  financial and
otherwise,  as the Consultant  shall require to fulfill its reasonable  goals as
determined by the Board and this Agreement.


                                   Article III
                                   -----------

                          TERM, RENEWAL AND TERMINATION
                          -----------------------------

3.1    Term. The Term of this Agreement (the "Term") is for a period of five (5)
       ----
years  commencing on August 1, 2002 (the "Effective  Date") and terminating July
31, 2007.

3.2    Renewal. This Agreement shall renew automatically for subsequent two-year
       -------
periods  if  not  specifically  terminated  in  accordance  with  the  following
provisions.  Renewal shall be on the same terms and conditions contained herein,
unless  modified  and agreed to in writing by the  Parties,  and this  Agreement
shall remain in full force and effect (with any collateral  written  amendments)
without the necessity to execute a new document.  A Party hereto determining not
to renew  agrees  to notify  the other  Parties  hereto in  writing  at least 90
calendar  days  prior to the end of the  Term of its  intent  not to renew  this
Agreement (the  "Non-Renewal  Notice") and such non-renewal  shall be subject to
the Termination Fee provisions of sec. 3.4.

3.3    Termination.  Notwithstanding any other provision of this Agreement, this
       -----------
Agreement may be terminated by a Party upon written notice if:

       (a)    the other Party fails to cure a material  breach of any  provision
              of this  Agreement  within 30  calendar  days from its  receipt of
              written  notice  from said Party  (unless  such  breach  cannot be
              reasonably  cured within said 30 calendar days and the other Party
              is actively pursuing curing of said breach); or

       (b)    the other Party commits fraud or serious  neglect or misconduct or
              illegal act in the discharge of its respective duties hereunder or
              under the law; or




<PAGE>


                                       -4-



       (c)    the other  Party  becomes  adjudged  bankrupt  or a  petition  for
              reorganization   or   arrangement   under  any  law   relating  to
              bankruptcy, and where any such petition is not dismissed;

but that the  Consultant  shall have the right to receive  the  Termination  Fee
(defined below)  regardless of the reason for termination,  without prejudice to
any rights of  counter-claim in the event of damages for fraud or misconduct and
without prejudice to the right to recovery in the event of judgement.

3.4    Termination  Fee. In the event that this  Agreement is terminated (by act
       ----------------
or  constructively),  or fails to renew due to  failure of  agreement  after the
issuance of a  Non-Renewal  Notice,  or  otherwise  at the  termination  of this
Agreement,  the  Consultant  shall receive a termination  fee (the  "Termination
Fee") equal to the sum of:

       (a)    buy-out of any outstanding  stock options for a price equal to the
       fair market value of the  Company's  shares,  determined  for the 30 days
       preceding  termination  and as determined in accordance  with  accounting
       principles,  multiplied by the number of shares under option and less the
       exercise price thereof or, at the optionee's  election and subject to any
       required regulatory approval, extension of the option for a period of two
       (2) years after termination or, at the optionee's election, the immediate
       vesting and exercise of all granted  options and the  immediate  right to
       employ `net exercise'  privileges in accordance with the practice of U.S.
       companies  or, if  established  in accordance  with the  Company's  stock
       option plan, in accordance with such plan; plus

       (b)    the greater of:

              (i)    the  aggregate   remaining   Base  Fee  for  the  unexpired
                     remainder of the Term; or

              (ii)   an annual Base Fee (Base Fee multiplied by twelve) plus one
                     month of Base Fee for each year, or portion thereof, served
                     after the Effective Date;

              but that such aggregate sum of this section 3.4(b)  (therefore not
              including  section  3.4(a)  amounts) shall not exceed the Base Fee
              multiplied by 24.

At the Company's  election the  Termination  Fee may be paid in 12 equal monthly
installments  commencing  with  the  first  payment  on the  effective  date  of
termination.  In the event of any dispute as to quantum of the  Termination  Fee
(or any claimed set-off or counter-claim),  payment thereof shall not be delayed
or deferred but shall commence  immediately  monthly,  in 12 equal parts, of the
aggregate sum of section 3.4(b) above which, if disputed, shall be determined by
an  accountant  selected by the  Consultant  which shall be  irrevocably  deemed
immediately  due and payable  monthly.  The aggregate  Termination  Fee (and any
counter-claim)   shall  then  be  determined  by  the  Parties   thereafter  and
adjustments,  payments,  or recoveries in  accordance  with judicial  process or
settlement.

3.5    Disability.  If the  Consultant  is unable  to  continue  an  employment,
       ----------
whether  through  disability or otherwise,  and the Consultant  consequently  be
unable to  provide  the  Services  adequately,  then the  Company  shall  fund a
disability  plan which shall  continue  for a period of two (2) years of seventy
five (75%)  percent of the average Base Fee and  Incentive  Fee of the two years
preceding  termination  ("Disability  Fund Sum").  If  physically  capable,  the
Consultant shall be made available for consultation for up to ten (10) hours per
week, non-cumulative,  at no cost to the Company. For additional hours per week,
the  Consultant  shall be paid at a per diem rate (any time spent in a day shall
be deemed to be a full day) equal to the per annum  Disability  Fund Sum divided
by 260.

3.6    Death. In the event that the Consultant is unable to provide the Services
       -----
due to the death of the Consultant,  the Company may terminate this Agreement as
a  without  fault  termination  and the  Termination  Fee  shall be  payable  in
accordance with section 3.4.




<PAGE>


                                       -5-



                                   Article IV
                                   ----------

                         COMPENSATION OF THE CONSULTANT
                         ------------------------------

4.1    Base Fee. The Consultant shall be compensated on a monthly basis from the
       --------
Effective Date of this Agreement by a basic monthly fee of twelve  thousand five
hundred (US$12,500) dollars USD (the "Base Fee").

4.2    Base Fee  Adjustment.  The Base Fee may be  renegotiated  annually at the
       --------------------
request of either  Party.  In the event that the Parties  cannot  agree then the
Base Fee shall be  increased  by the  greater of 5% or the amount of the cost of
living index increase as published by the U.S.  Federal  government in its final
annual publication of such reports.  The Base Fee may be temporarily adjusted in
the event that sales of the Company in any quarter are less than operating costs
of the Company and then at the end of the  subsequent  quarter  should  negative
cash flow be still  occurring  the  Consultant's  Base Fee shall,  together with
other management  personnel subject to the same formula,  be reduced pro rata to
reduce costs to balance  incoming  revenue and outgoing expense but only up to a
50%  reduction of the Base Fee. The  reduction of Base Fee shall be  ameliorated
upon the Company's revenue  increasing  sufficiently to pay some or all deferred
Base Fee (the Base Fee  payment  shall  increase  to its  normal  rate in direct
proportion to positive cash flow). Any reduction of Base Fee shall be treated as
a  shareholder  loan,  without  interest,  and shall be paid from profit  before
dividends.

4.3    Incentive  Fee. In addition to the Base Fee,  the  Consultant  shall also
       --------------
receive an incentive fee (the "Incentive  Fee") which shall be no less than that
established by the Board for other  management.  For all  management,  incentive
Fees shall not exceed 20% of before tax profit of the  Company and shall have an
aggregate maximum `cap' for all management of one million dollars ($1,000,000).

4.4    Discretionary Bonus. The Base Fee and Incentive Fee shall not exclude the
       -------------------
granting  of  discretionary  bonuses  to  the  Consultant  by the  Company  from
time-to-time.

4.5    Reimbursement  of  Expenses.  The  Consultant  shall  be  funded  for  or
       ---------------------------
reimbursed  for all  reasonable  expenses  incurred,  or to be incurred,  by the
Consultant  for the  benefit  of the  Company  within 15 days of  submission  of
invoice and support therefor.

4.6    Vacation.  The  Consultant  shall be  entitled  to up to four  weeks paid
       --------
vacation per year.


                                    Article V
                                    ---------

                    ADDITIONAL OBLIGATIONS OF THE CONSULTANT
                    ----------------------------------------

5.1    No Conflict.  During this Agreement the Consultant will not engage in any
       -----------
business which  reasonably  may detract from,  compete with or conflict with the
Consultant's  duties  and  obligations  to the  Company  as set  forth  in  this
Agreement, without disclosure to the Board of Directors of the Company, and will
not do so if the Board of Directors objects.

5.2    Confidentiality.  The  Consultant  will  not,  except  as  authorized  or
       ---------------
required by the Consultant's  duties hereunder,  reveal or divulge to any person
or companies any information  concerning the organization,  business,  finances,
transactions  or other  affairs of the Company,  or of any of its  subsidiaries,
which may come to the  Consultant's  knowledge  during the  continuance  of this
Agreement,  and the Consultant  will keep in complete  secrecy all  confidential




<PAGE>


                                       -6-



information  entrusted to the  Consultant and will not use or attempt to use any
such information in any manner which may injure or cause loss either directly or
indirectly to the Company's  business.  This  restriction will continue to apply
after the termination of this Agreement  without limit in point of time but will
cease to apply to  information  or  knowledge  which  may come  into the  public
domain.

5.3    Compliance with  Applicable  Laws.  The  Consultant  will comply with all
       ---------------------------------
Canadian,  U.S.  and  foreign  laws,  whether  federal,   provincial  or  state,
applicable  to the  Consultant's  duties  hereunder  and,  in  addition,  hereby
represents and warrants that any information which the Consultant may provide to
any person or company  hereunder  will be accurate  and complete in all material
respects and not misleading,  and will not omit to state any fact or information
which would be material to such person or company.

5.4    Reporting.  So often as may be  required by the Board of  Directors,  the
       ---------
Consultant  will  provide  to  the  Board  of  Directors  of  the  Company  such
information  concerning the results of the Consultant's  Services and activities
hereunder as the Board of Directors of the Company may reasonably require.


                                   Article VI
                                   ----------

                      INDEMNIFICATION AND LEGAL PROCEEDINGS
                      -------------------------------------

6.1    Indemnification.  The  Consultant  (the  "Indemnified  Party")  shall  be
       ---------------
indemnified  and  funded  on a  current  basis for all  losses,  damages,  legal
expenses,  and any other expenses or costs of any nature which may be occasioned
by its service with the Company.  Inter alia,  this indemnity shall apply to all
manner of actions,  proceedings, or prosecutions,  whether civil, regulatory, or
criminal,  to which the Indemnified Party may be subject due in whole or in part
to the Services  provided herein or by virtue of any office held. This indemnity
shall apply both during and after its Term for all  matters  arising  during the
Term, and any extension,  until any limitation  period has expired in respect to
any action which might be  contemplated.  The Company shall not refuse  coverage
for any purpose or reason and a strict presumption of innocence shall be applied
and the Company  may only seek refund of any  coverage in the case of finding of
fraud or criminal  culpability,  after  exhaustion  of all appeals.  The Company
shall  diligently  seek and  support  any such  court  approvals  for the within
indemnity as the Indemnified  Party may require.  The Company shall pay all such
retainers  and trust  requirements  as  counsel  for the  Indemnified  Party may
require and shall pay all accounts of counsel as they come due and such accounts
shall be rendered in the name of the Company  and,  further,  should the Company
fail to pay any reasonable account, it shall attorn to all such actions, summary
judgments, and garnishing orders as such counsel may consider fit to enforce and
receive  payment  of its  account.  The  Company  shall  not seek to  settle  or
compromise any action without the approval of the Indemnified Party. The Company
warrants  it  shall  employ  due  diligence  and  good  faith  and seek the best
interests of the  Indemnified  Party as defendants in any action or prosecution.
The Indemnified Party shall permit the Company to consult with their counsel and
to be informed of any matters  thereof,  subject  only to any  requirements  for
legal  privilege  purposes.  The Company shall make the Consultant  party to all
liability  insurance  policies,  to the full extent  permitted by such policies,
which may be acquired for the benefit of all or any of the Board or management.

6.2    Claim of  Indemnification.  The Parties  hereto  agree to waive any right
       -------------------------
they might have of first requiring the  Indemnified  Party to proceed against or
enforce any other right, power, remedy, security or claim payment from any other
person before claiming this indemnity.

6.3    Notice of Claim.  In case any  action is brought  against an  Indemnified
       ---------------
Party in respect of which indemnity may be sought,  the  Indemnified  Party will
give the  Company  prompt  written  notice  of any  such  action  of  which  the
Indemnified  Party has knowledge.  Failure by the Indemnified Party to so notify




<PAGE>


                                       -7-



shall not relieve the Company of its  obligation  of  indemnification  hereunder
unless (and only to the extent  that) such failure  results in a  forfeiture  of
substantive rights or defenses.


                                   Article VII
                                   -----------

                                  FORCE MAJEURE
                                  -------------

7.1    Events.  If  either  Party  hereto  is at any  time  either  during  this
       ------
Agreement or thereafter prevented or delayed in complying with any provisions of
this  Agreement  by  reason  of  strikes,  walk-outs,  labour  shortages,  power
shortages,  fires, wars, acts of God, earthquakes,  storms, floods,  explosions,
accidents,  protests or  demonstrations  by  environmental  lobbyists  or native
rights groups,  delays in transportation,  breakdown of machinery,  inability to
obtain  necessary  materials in the open market,  unavailability  of  equipment,
governmental  regulations restricting normal operations,  shipping delays or any
other reason or reasons beyond the control of that Party,  then the time limited
for the performance by that Party of its respective  obligations hereunder shall
be  extended  by a period of time  equal in  length  to the  period of each such
prevention or delay.

7.2    Notice. A Party shall within seven calendar days give notice to the other
       ------
Party of each event of force majeure under section "7.1"  hereinabove,  and upon
cessation of such event shall  furnish the other Party with notice of that event
together with particulars of the number of days by which the obligations of that
Party  hereunder have been extended by virtue of such event of force majeure and
all preceding events of force majeure.


                                  Article VIII
                                  ------------

                                     NOTICE
                                     ------

8.1    Notice. Each notice, demand or other communication  required or permitted
       ------
to be given  under  this  Agreement  shall be in  writing  and  shall be sent by
prepaid registered mail to the Party, or delivered to such Party, at the address
for such  Party  specified  on the  front  page of this  Agreement.  The date of
receipt  of such  notice,  demand  or other  communication  shall be the date of
delivery  thereof if delivered,  or, if given by  registered  mail as aforesaid,
shall be deemed  conclusively to be the third day after the same shall have been
so mailed,  except in the case of interruption of postal services for any reason
whatsoever,  in which  case the date of  receipt  shall be the date on which the
notice, demand or other communication is actually received by the addressee.

8.2    Change  of  Address.  Either  Party may at any time and from time to time
       -------------------
notify the other  Party in writing of a change of address and the new address to
which notice shall be given to it thereafter until further change.


                                   Article IX
                                   ----------

                               GENERAL PROVISIONS
                               ------------------

9.1    Entire Agreement. This Agreement constitutes the entire agreement to date
       ----------------
between the Parties hereto and supersedes every previous agreement, expectation,
negotiation,  representation or understanding,  whether oral or written, express
or implied,  statutory  or  otherwise,  between the Parties  with respect to the
subject matter of this Agreement.

9.2    No relationship of Employer-Employee. Nothing contained in this Agreement
       ------------------------------------
shall be construed as creating the relationship of employer and employee.




<PAGE>


                                       -8-



9.3    No Assignment.  This Agreement may not be assigned by either Party except
       -------------
with the prior written consent of the other Party.

9.4    Warranty of Good Faith.  The Parties  hereto warrant each to the other to
       ----------------------
conduct their duties and obligations hereof in good faith and with due diligence
and to employ all  reasonable  endevours  to fully  comply  with and conduct the
terms and conditions of this Agreement.

9.5    Further  Assurances.  The  Parties  will  from  time  to time  after  the
       -------------------
execution of this  Agreement  make,  do,  execute or cause or permit to be made,
done or executed,  all such further and other acts, deeds,  things,  devices and
assurances in law  whatsoever as may be required to carry out the true intention
and to give full force and effect to this Agreement.

9.6    Representation  and  Costs.  It is  hereby  acknowledged  by  each of the
       --------------------------
Parties  hereto that, as between the Company and the Consultant  herein,  Devlin
Jensen,  Barristers and  Solicitors,  acts solely for the Company,  and that the
Consultant has been advised by Devlin Jensen to obtain  independent legal advice
with respect to this Agreement

9.7    Applicable  Law.  The  situs  of this  Agreement  is  Vancouver,  British
       ---------------
Columbia,  and for all purposes this Agreement  will be governed  exclusively by
and  construed  and  enforced  in  accordance  with the laws  prevailing  in the
Province of British Columbia.  This Agreement shall be exclusively  litigated in
British Columbia unless the Parties voluntarily consent otherwise in writing.

9.8    Severability and Construction. Each Article, section, paragraph, term and
       -----------------------------
provision  of this  Agreement,  and any  portion  thereof,  shall be  considered
severable,  and if, for any reason,  any portion of this Agreement is determined
to be invalid,  contrary to or in conflict with any applicable present or future
law,  rule or  regulation  in a final  unappealable  ruling issued by any court,
agency or tribunal  with valid  jurisdiction  in a proceeding to which any Party
hereto is a party,  that ruling shall not impair the  operation  of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible  (all of which shall remain  binding on the Parties and continue to
be given full  force and  effect as of the date upon  which the  ruling  becomes
final).

9.9    Consents and Waivers. No consent or waiver expressed or implied by either
       --------------------
Party in respect of any  breach or  default by the other in the  performance  by
such other of its obligations hereunder shall:

       (a)    be valid  unless it is in  writing  and  stated to be a consent or
              waiver pursuant to this section;

       (b)    be relied  upon as a consent  to or waiver of any other  breach or
              default  of the  same or any  other  obligation  or  constitute  a
              general waiver under this Agreement; or

               [The rest of this page is intentionally left blank]



<PAGE>


                                       -9-



       (c)    eliminate  or modify  the need for a  specific  consent  or waiver
              pursuant to this section in any other or subsequent instance.


       IN WITNESS WHEREOF the Parties hereto have hereunto set their  respective
       ------------------
hands and seals in the presence of their duly authorized  signatories  effective
as at the date first above written.


The CORPORATE SEAL of                       )
P--CE COMPUTERS, INC.                       )
---------------------                       )
was hereunto affixed in the presence of:    )
                                            )
         /s/ Ben Moglin                     )                    (C/S)
--------------------------------------------)
Authorized Signatory                        )



SIGNED, SEALED and DELIVERED by             )
ALLAN QUATTRIN                              )
--------------                              )
in the presence of:                         )
                                            )
         /s/ Kim Underwood                  )
--------------------------------------------)
Witness Signature                           )
                                            )         /s/ Allan Quattrin
                                            )     --------------------------
                                            )           ALLAN QUATTRIN
                                            )           --------------