EXHIBIT 10.2

                  MANAGEMENT ADVISORY SERVICES AGREEMENT WITH
                        HEADLINE TECHNOLOGIES LTD. 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:

            HEADLINE TECHNOLOGIES LTD., having its head office at
            5512 Hastings Street, Burnaby, British Columbia, Canada

            (hereinafter called "HTL")

                                                               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 HTL provides various consulting, administrative, management and
related services;

         AND WHEREAS the  Company  wishes to engage HTL 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,  HTL will provide the services (the
"Services") described in Schedule "A" attached hereto.

2.0      FEES

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

3.0      EXPENSES

3.1     The Company will reimburse HTL for all reasonable and necessary expenses
incurred by HTL in performance of the Services. The Company will, at the request
of HTL, 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  HTL  in  connection  with the provision of the
Services.

4.0       REPRESENTATIVES OF THE COMPANY

         The Company will provide to HTL,  for the term of this  Agreement,  the
director, a senior employee or officer of the Company designated in Schedule "A"
to provide HTL 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 HTL 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      HTL 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 HTL and the performance of its
                obligations  has  been authorized  by  all  necessary  corporate
                action on the part of HTL; and

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

7.0      INVOICING

7.1   HTL 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 HTL pursuant to paragraph 2.0 hereto, the expenses incurred by HTL 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 HTL any fees and disbursements owing
to the date of termination and neither HTL 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 HTL by the
employees, officers or agents of the Company  during the term of this Agreement.
Without  restricting  the generality of the foregoing, HTL 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 HTL to enable  such
                 persons to assist HTL 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 HTL 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 HTL 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 HTL by a third party.


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10.0     ACCESS TO MATERIAL FACTS

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

10.2    The  Company  will send to HTL, 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 HTL 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 HTL, its  directors,  employees,
officers,  representatives  and agents,  harmless from and against all liability
including all actions, claims, damages, costs and legal fees which HTL may incur
or be a party to, arising out of actions taken or statements  made by HTL 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 HTL 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 HTL 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 HTL 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 HTL:

                 Headline Technologies Ltd.

                 Attention:        Mitchell Burton

        (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.



HEADLINE TECHNOLOGIES LTD..               CIROND NETWORKS INC.


By:  /s/ MITCHELL BURTON                  By:  /s/ NICHOLAS R. MILLER
   -------------------------------           -----------------------------------
     Mitchell Burton                            Nicholas R. Miller
     Authorized Signatory                       Authorized Signatory

:

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                                  SCHEDULE "A"

1.0      SCOPE OF SERVICES

         HTL shall  assist the Company to provide all  business  management  and
executive  services related to the role of the Chief  Technology  Officer of the
Company

2.0      REPRESENTATIVES OF COMPANY

         Mitchell Burton