EXHIBIT 10.1

      MANAGEMENT AGREEMENT WITH AGGRESSIVE AMERICAN CAPITAL PARTNERS, INC.

                              MANAGEMENT AGREEMENT


This Management Agreement is dated this 15th day of March, 2001.

BY AND BETWEEN:

IMMULABS CORPORATION, a company publicly traded on the Over the Counter Bulletin
Board trading  exchange,  and organized  under the laws of the State of Colorado
with a business address of 15945 Quality Trail N., Scandia, MN. 55073, USA

(herein called "IMLB")                                         OF THE FIRST PART

AND:

AGGRESSIVE AMERICAN CAPITAL PARTNERS, INC. a company organized under the laws of
the State of  Nevada  with a  business  address  of 2nd Floor - 827 West  Pender
Street, Vancouver, British Columbia, Canada V6C 3G8

(herein called "Aggressive")                                  OF THE SECOND PART


WHEREAS:

         IMLB  wishes  to  engage  the  management  services  of  Aggressive  in
accordance with the terms of this agreement.

NOW THEREFORE WITNESSETH,

         THAT in  consideration  of the premises and the covenants,  agreements,
representations,  warranties and payments herein  contained,  the parties hereto
covenant and agree as follows:

1.       MANAGEMENT FEE:  Aggressive will provide management services to IMLB in
         exchange for a monthly  management  fee of USD $30,000.00 and IMLB will
         pay the required fee as and when due in a timely manner.

2.       MANAGEMENT  SERVICES:   Aggressive  will  provide,  as  required,   the
         following management services to IMLB: sourcing,  location,  diligence,
         negotiation and  recommendation  of suitable  projects for acquisition,
         organization,  provision and maintenance of professional  services such
         as  accounting,  legal and news  dissemination,  faxing,  photocopying,
         paying telephone charges, purchasing supplies, filing, providing office
         space  and  paying  for  other  related  operational  costs,   advising
         generally  on  legal,  accounting  and  compliance  issues,  as well as
         fulfillment  of such  other  reasonable  corporate  needs  as IMLB  may
         request or require from Aggressive from time to time.

3.       ENTIRE  AGREEMENT:  This  Management  Agreement  constitutes the entire
         agreement  between  the  parties  and there are no  representations  or
         warranties,  expressed or implied, statutory or otherwise other than as
         expressly set forth or referred to herein.

4.       ENUREMENT:  This Management Agreement shall inure to the benefit of and
         be binding upon the parties hereto and their respective  successors and
         assigns.

5.       COUNTERPARTS:  This  Management  Agreement  may be  executed in several
         parts in the same form and such  parts as so  executed  shall  together
         form one original agreement, and such parts, if more than one, shall be
         read  together and construed as if all the signing  parties  hereto had
         executed one copy of this Management Agreement.

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6.       GOVERNING  LAW  AND  DISPUTES:   The  parties  hereto  agree  that  any
         disagreement  or dispute  between  them shall first be  attempted to be
         remedied  by  mediation  or  arbitration.  In the event that  agreement
         cannot be reached on the  appointment  of an  independent  mediator  or
         arbiter then the parties  hereto agree to accept the  appointment  of a
         mediator or arbiter who shall be appointed,  following  application for
         such  appointment  by the court.  If the dispute  cannot be remedied by
         mediation or arbitration  then this agreement shall be governed for all
         purposes  by the laws of the  Province  of  British  Columbia.  For any
         disputes  arising  among the parties  hereto,  venue shall lie with the
         court of competent jurisdiction in Vancouver, British Columbia.

         IN WITNESS  WHEREOF,  the parties hereto have agreed to and have caused
this agreement to be executed effective as of the date first above written.



Authorized Signatures:

SIGNED, SEALED & DELIVERED      )
By Authorized signatory of      )
AGGRESSIVE AMERICAN CAPITAL     )
PARTNERS, INC. in presence of:  )
                                )              Bruce Deildal,
                                )              President
_____________________________   )
Witness

SIGNED, SEALED & DELIVERED      )
By Authorized signatory of      )
IMMULABS                        )
CORPORATION  in presence of:    )
                                )
                                )
                                )
_____________________________   )              Ellen Luthy,
Witness                                        Secretary-Treasurer and Director



                                REPORT ON FORM 8K
                     (Current Report Filed January 10, 2001)

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On December 8, 2000, Scott Hatfield C.P.A.  ("Hatfield"),  then Auditor
for the Company,  advised the Company by letter in writing received December 13,
2000  (and  copied  to the U.S.  Securities  and  Exchange  Commission)  that he
declined reappointment as independent certified public accountants for the audit
period  ending  December  31, 2000 and would be ceasing to act in said  capacity
effective upon receipt of such letter by the parties.  The Board of Directors of
the Company have accepted the resignation and are seeking a replacement auditor.
The  Company  expects  its  future  reports to be filed in the  ordinary  course
without disruption.

         Each of  Hatfield's  audit  reports for the  previous two years did not
contain  an  adverse  opinion.   However,  each  opinion  was  qualified  as  to
uncertainty and contained the following paragraph:

<PAGE>

"The  accompanying  financial  statements  have been prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  company's  ability to continue as a going
concern and are discussed in note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties."

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         During the Company's  two most recent  fiscal years ended  December 31,
1999 and during the interim  period from  December 31, 1999 through  December 8,
2000, there were not any disagreements  with the former accountant on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope or procedure.  In  particular,  there was not in that period any
disagreement  which if not resolved to the satisfaction of Hatfield,  would have
caused Hatfield to make reference to the subject matter of the  disagreements in
connection with its report on the financial statements for those years. Further,
there was not, in the Company's two most recent fiscal years ended  December 31,
1999 and during the interim  period from  December 31, 1999 through  December 8,
2000,  any difference of opinion  between the former  accountant and the Company
related to any matters in Regulation  S-K 229.304 a (1) (v)(A)  through (D), nor
will  there  be,  due to  the  accountant's  resignation,  any  issue  remaining
unresolved to the former accountant's satisfaction.

         The decision to accept the  accountant's  declination of  reappointment
and action to approve change of accountants was made by the Board of Directors.


                                REPORT ON FORM 8K
                     (Current Report Filed January 22, 2001)


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On January 16th,  2001, the Company  appointed as its auditor,  Manning
Elliott,  Chartered  Accountants,  of 11th  Floor  - 1050  West  Pender  Street,
Vancouver, B.C. Canada V6E 3S7.

                                REPORT ON FORM 8K
                      (Current Report Filed March 7, 2001)

ITEM 5.  OTHER EVENTS.

         Quest Research Group Inc. of Boston,  Massachusetts,  the company which
Immulabs  Corporation  (the  "Company")  obtained rights to acquire under option
agreement,  has  informed  the Company that it now disputes and takes issue with
the present  option  agreement and wishes to terminate the same. The Company has
sought  clarification  and  resolution  of  this  matter  from  Quest,  and  has
discovered  other  resulting  legal  issues  related to the  position  which the
Company plans to advance, and is waiting for a formal reply. The Company intends
to  act  in  accordance  with  the   arbitration/mediation   dispute  resolution
mechanism, as well as other means, provided for in its option agreement in order
to have any differences  finally  determined and to duly address any new matters
arising.  Management is also currently evaluating several other opportunities to
supplement the current business model, thus decreasing the Company's  dependency
on any one technology.