EXHIBIT 10.1

                  MANAGEMENT ADVISORY SERVICES AGREEMENT WITH
                        AMBER TIGER HOLDINGS CORP DATED
                                FEBRUARY 1, 2002





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       This MANAGEMENT ADVISORY SERVICES AGREEMENT is dated for reference as of
                         the 1st. day of February, 2002.


BETWEEN:

               AMBER TIGER HOLDINGS CORP., having its head office at
               4812 Marine Drive, West Vancouver, British Columbia, Canada

               (hereinafter called "ATHC")

                                                               OF THE FIRST PART
AND:
               CIROND NETWORKS INC., having its head office at 213 -
               14500 North Northsight Boulevard, Scottsdale, Arizona  85260

               (hereinafter called the "Company")

                                                              OF THE SECOND PART


         WHEREAS ATHC provides various  consulting,  administrative,  management
and related services;

         AND WHEREAS the Company  wishes to engage ATHC to provide the  services
set out below;

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

1.0      SCOPE OF SERVICES

         During the term of this Agreement,  ATHC will provide the services (the
"Services") described in Schedule "A" attached hereto.

2.0      FEES

         The Company will pay to ATHC a fee of US$10,000 per month.

3.0      EXPENSES

3.1      The  Company  will  reimburse  ATHC for all  reasonable  and  necessary
expenses  incurred by ATHC in performance of the Services.  The Company will, at
the request of ATHC, provide funds in advance for substantial disbursements.

3.2      Reasonable and necessary expenses will include, but are not limited to,
travel, telephone,  facsimile,  photocopying,  postage, stationery,  courier and
printing costs  associated  with the

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Services,  and  the  cost  of  any  independent  legal,  accounting,   technical
consulting  services  obtain by ATHC in  connection  with the  provision  of the
Services.

4.0       REPRESENTATIVES OF THE COMPANY

         The  Company  will provide to ATHC, for the term of this Agreement, the
director, a senior employee or officer of the Company designated in Schedule "A"
to provide ATHC with any assistance  required from the Company in performance of
the Services, each of whom will be authorized to act on behalf of the Company.

5.0      REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1      The   Company  warrants and  represents,  which   representations   and
warranties  will  remain  in full  force  and  effect  during  the  term of this
agreement, to ATHC that:

         (a)      the  Company  and its  subsidiaries,  if any,  are  valid  and
                  subsisting corporations duly incorporated and in good standing
                  under  the  laws  of  the  jurisdictions  in  which  they  are
                  incorporated, continued or amalgamated; and

         (b)      the Company has all necessary corporate power and authority to
                  enter into this Agreement and to perform its  obligations  and
                  the  execution  and delivery of this  Agreement by the Company
                  and the  performance of its obligations has been authorized by
                  all necessary corporate action on the part of the Company.

6.0      ATHC WARRANTS AND REPRESENTS TO THE COMPANY THAT:

         (a)      it is a valid and subsisting corporation under the laws of the
                  jurisdiction in which it was incorporated;

         (b)      it has all  necessary  corporate  power and authority to enter
                  into this  Agreement  and to perform its  obligations  and the
                  execution  and  delivery  of this  Agreement  by ATHC  and the
                  performance  of its  obligations  has been  authorized  by all
                  necessary corporate action on the part of ATHC; and

         (c)      it  will  comply  with  the  requirements  of  all  applicable
                  corporate and securities laws, in performing the Services.

7.0      INVOICING

7.1      ATHC  will  deliver  to the  Company on or  before the 15th day of each

calendar month,  an invoice for the previous month (the  "Invoice")  setting out
the fee payable to ATHC pursuant to paragraph 2.0 hereto,  the expenses incurred
by ATHC in that month, and attached to the Invoice will be a summary of expenses
incurred.

7.2      The Invoice will be payable immediately upon receipt.

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8.0      TERM OF AGREEMENT

8.1      Subject  to  early termination  as  set out  below, this Agreement will
commence  on the date hereof for a term of one year,  subject to either  party's
right to terminate on three months' written notice to the other party.

8.2      On termination of this Agreement, the Company will pay to ATHC any fees
and  disbursements  owing to the date of  termination  and neither  ATHC nor the
Company will have any further rights or obligations  under this Agreement  other
than  pursuant  to  paragraph  10 which will  survive  the  termination  of this
Agreement.

9.0      CONFIDENTIALITY

         THC  will use its best efforts to preserve and protect any confidential
information  concerning the business and financial affairs of the Company or any
of its dealings,  transactions  or affairs which may be disclosed to ATHC by the
employees,  officers or agents of the Company during the term of this Agreement.
Without restricting the generality of the foregoing,  ATHC will not disclose any
of the aforesaid  information to third parties without the prior written consent
of the  Company,  except  that  such  consent  will not be  required  where  the
information is disclosed:

         (a)      to the  employees,  officers  or agents of ATHC to enable such
                  persons to assist ATHC in providing the Services;

         (b)      to the  employees,  officers or agents of the Company or other
                  persons as the directors of the Company may designate;

         (c)      pursuant  to  any  law,  statute,  regulation,   ordinance  or
                  administrative, regulatory or judicial order; or

         (d)      to any other person or party which ATHC  requires to assist in
                  providing the Services.

         The  above  covenants  as  to  confidentiality  will  not  apply to any
information which:

         (e)      through no act or omission of ATHC becomes  generally known or
                  part of the public domain;

         (f)      is furnished to others by the Company  without  restriction or
                  disclosure; or

         (g)      is furnished to ATHC by a third party.
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10.0     ACCESS TO MATERIAL FACTS

10.1     The  Company  will  provide  ATHC  with  full  access to material facts
related to the Company's corporate  activities and financial position,  and keep
ATHC advised of current and impending corporate developments.

10.2     The Company will send to ATHC, from time to time, as soon as available,
copies of all documents filed by the Company with securities commissions,  stock
exchanges and other regulatory  authorities including,  without limitation,  all
financial statements, press releases, material change reports, quarterly reports
and filing statements of the Company.

10.3     The  Company  will  advise  ATHC  immediately  in  writing  of the full
particulars of any "material change",  as such term is defined in the SECURITIES
ACT (British Columbia), in the affairs of the Company.

11.0     INDEMNIFICATION

         The  Company  will  indemnify  and save ATHC, its directors, employees,
officers,  representatives  and agents,  harmless from and against all liability
including  all  actions,  claims,  damages,  costs and legal fees which ATHC may
incur or be a party to, arising out of actions taken or statements  made by ATHC
at the Company's  request or based upon information  supplied or approved by the
Company.

12.0     AMENDMENT OF AGREEMENT

         This  Agreement  may  only be  amended by written agreement between the
parties hereto.

13.0     GENERAL PROVISIONS

13.1    EXISTENCE OF CLAIM. The provisions of this Agreement will be enforceable
notwithstanding  the  existence  of any claim or cause of action of the  Company
against ATHC whether predicated on this Agreement or otherwise.

13.2    GOVERNING LAW. This Agreement is and will be  governed and  construed in
accordance  with the laws of the  Province of British  Columbia  and the parties
hereto  irrevocably  attorn to the jurisdiction of the courts of the Province of
British Columbia.

13.3    ENTIRE AGREEMENT.  This Agreement represents the entire understanding of
the parties with respect to the specific  subject  matter of this  Agreement and
supersedes  all previous  understandings,  written or oral,  between the parties
with respect to the subject matter.

13.4    ASSIGNMENT. Neither party will assign its interest hereunder without the
express written consent of the other.

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13.5     RELATIONSHIP OF PARTIES. The legal  relationship  between  the  parties
hereto is that of  independent  contracting  parties  and is not and will not be
deemed to be any other form of legal relationship,  including,  without limiting
the generality of the foregoing, joint venture, partners or principal and agent.

13.6     TIME OF ESSENCE. Time will be of the essence of this Agreement.

13.7     HEADINGS.  The  headings  used in this Agreement are for convenience of
reference only and do not form part  of this Agreement and are not to be used in
the interpretation thereof.

13.8     SEVERABILITY.  If  any  part of  this  Agreement is found to be void or
unenforceable in whole or in part, it will not be deemed to effect or impair the
validity of any other part of this  Agreement  which will continue in full force
and effect and be construed as if this  Agreement had been executed  without the
invalid part and it is hereby  declared  the  intention of the parties that this
Agreement would have been executed without  reference to any part which may, for
any reason, be determined to be void or unenforceable.

13.9     WAIVER.  The  failure of ATHC to insist, in one or more instances, upon
the  performance of any term or terms of this Agreement will not be construed as
a waiver by ATHC to require such  performance in the future,  performance of any
such terms and the  obligations  of the Company will  continue in full force and
effect.

13.10    NOTICE.  Any  notice  or  any writing required or permitted to be given
hereunder will be sufficiently  given if delivered  personally or transmitted by
telecopier to the addresses or facsimile numbers of the parties set out below:

         (a)      If to ATHC:

                  Amber Tiger Holdings Corp.

                  Attention:        Nicholas Miller
                  Fax No.: (604) 922-7164

         (b)      If to the Company:

                  Attention:        Nicholas Miller
                  Fax No.: (604) 205-3984

         Such notice  will be  deemed  to have been received, if received during
the  normal  business  hours  of  the  recipient  on the  date  of  delivery  or
transmission.  If such notice is received after the end of such normal  business
hours,  it will be  deemed  to have  been  received  on the  next  business  day
following  the date of delivery  or  transmission.  Any party may,  from time to
time,  by notice  in  writing,  change  its  address  for the  purposes  of this
paragraph.

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13.11    ENUREMENT. This Agreement will be binding upon and enure to the benefit
of the parties hereto and their respective successors and permitted assigns.

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



AMBER TIGER HOLDINGS CORP.               CIROND NETWORKS INC.


By:  /s/ NICHOLAS R. MILLER              By: /s/ NICHOLAS R. MILLER
   ------------------------------           --------------------------------
      Nicholas R. Miller                        Nicholas R. Miller
      Authorized Signatory                      Authorized Signatory

:

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                                  SCHEDULE "A"
1.0      SCOPE OF SERVICES

         ATHC  shall  assist  the Company to provide all business management and
executive services related to  the  role  of  the  President and Chief Executive
Officer of the Company

2.0      REPRESENTATIVES OF COMPANY

         Nicholas R. Miller