EXHIBIT 10.4

                  MANAGEMENT ADVISORY SERVICES AGREEMENT WITH
                        AMBER TIGER HOLDINGS CORP. DATED
                                JANUARY 1, 2004








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      This MANAGEMENT ADVISORY SERVICES AGREEMENT is dated for reference as of
                         the 1st. day of January, 2004.


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$15,000 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. The agreement will
automatically be renewed on an annual basis unless terminated by either 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