EXHIBIT 4.19




     THIS MANAGEMENT AGREEMENT dated as of the 1st day of May, 2001.


BETWEEN:

           UNIGLOBE.COM INC., a Canadian corporation, having its head
           office at 900 - 1199 West Pender Street, Vancouver, British
           Columbia, V6E 2R1

           ("U.com")

                                                               OF THE FIRST PART

AND:

           COBALT REAL ESTATE CORPORATION, a Washington
           corporation, having an office at Suite 900 - 1199 West Pender
           Street, Vancouver, British Columbia, V6E 2R1

           ("Cobalt")

                                                              OF THE SECOND PART


WHEREAS:

A.   U.com  is in the  business  of  offering  travel  information,  retail  and
wholesale products and merchandise to the online consumer by way of a World Wide
Web site on the Internet  throughout  Canada,  the United  States of America and
other countries throughout the world;

B.   Cobalt  employs from time to time such  employees  as are  possessed of the
management and business experience to effectively  participate in the management
of U.com  (collectively,  the "Cobalt  Employees" and,  individually,  a "Cobalt
Employee"); and

C.   U.com wishes to retain Cobalt to provide executive and management  services
to U.com,  and the parties  wish to enter into this  Agreement  to record  their
agreement in writing with respect to the provision of such services.

     IN CONSIDERATION of the covenants and agreements hereinafter set forth, the
parties agree as follows:

1.   U.com hereby retains Cobalt to provide executive and management services to
U.com  commencing May 1, 2001. This Agreement shall remain in force until either
U.com or Cobalt  provides not less than one month's  written notice to the other
that the party  providing  the  notice is  terminating  this  Agreement  as of a
specified date.



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2.  Cobalt  agrees to provide  executive  and  management  services  to U.com as
hereinafter provided.

3.   During the term of this Agreement, Cobalt will employ such Cobalt Employees
as are required from time to time to provide  certain  executive and  management
services to U.com, and will initially cause R. Christopher  Charlwood ("RCC") to
provide such  services  and to devote  substantially  all of his business  time,
energies and efforts to the effective operation of the U.com business,  and will
also cause RCC or such other Cobalt  Employees,  acceptable to U.com, to perform
such  services  as may be  assigned  to Cobalt from time to time by the board of
directors of U.com (the "Board") and which are consistent with the engagement of
Cobalt hereunder.

4.   During the term of this Agreement, Cobalt agrees that it will not engage in
any  activity  competitive  with or adverse to the welfare of U.com,  and Cobalt
will use its best efforts to prevent any Cobalt  Employee  from  engaging in any
activity  competitive  with or adverse to the  welfare of U.com in any  material
way, whether alone, as a partner, officer, director,  employee or shareholder of
another company or otherwise.

5.   Notwithstanding  paragraph 4 hereof,  nothing  contained in this  Agreement
shall be construed to prevent any Cobalt Employee from:

     (a)  acting as a member of the board of directors of any other  corporation
          and from receiving compensation therefrom;

     (b)  making investments of any character in any business; or

     (c)  otherwise engaging in other business activities;

provided  only  that  such  investments  or  other  business  activities  do not
interfere materially with the performance of the services to be rendered by such
Cobalt Employee to Cobalt and by Cobalt to U.com under this  Agreement.  Without
limiting the generality of the foregoing,  a Cobalt  Employee may participate in
the ownership and management of Charlwood International  Corporation,  Charlwood
Pacific Holdings Corp.,  Charlwood  Pacific  Properties Ltd.,  Charlwood Pacific
Group  Ltd.  and  Cobalt,  and a Cobalt  Employee  may also  participate  in the
ownership and management of Uniglobe  Travel  (International)  Inc.,  Century 21
Real Estate  Canada  Inc.,  or any of their  present or future  subsidiaries  or
associated companies (as defined in the Canada Business Corporations Act).

6.   All confidential or proprietary  information or know-how of U.com disclosed
to or developed by or learned by Cobalt or a Cobalt Employee, during the term of
this Agreement,  whether the subject matter of trade mark or not,  pertaining to
the business and affairs of U.com, as well as all information, data, inventions,
discoveries,  improvements,   modifications  or  developments  relating  to  the
business  activities of U.com or acquired by Cobalt or a Cobalt  Employee during
the term of this Agreement  shall be retained in confidence,  unless required to
be disclosed by law, and


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Cobalt will use its best efforts to prevent the use,  disclosure or  publication
of the same by its agents and  employees  to others  during or after the term of
this Agreement,  without the prior written consent of U.com,  unless required to
be disclosed by law.  Cobalt agrees that, upon the termination of this Agreement
for any reason,  it will deliver to U.com all data,  reports,  communications or
the like and all other materials, visual or conceptual presentations of any type
and copies and duplicates  thereof relating to all matters  contemplated by this
paragraph.

7.   In consideration of the services to be performed by Cobalt hereunder, U.com
will pay to  Cobalt an  aggregate  annual  management  fee of  Cdn.$72,000  (the
"Management Fee"),  payable in equal monthly instalments on the last day of each
month during the term of this Agreement,  with a pro rata payment to be made for
any portion of the month for which services are provided  prior to  termination.
In addition,  Cobalt or a Cobalt  Employee may  participate in any stock option,
bonus or  profit  sharing  programs  adopted  by U.com for its  executives.  The
criteria  which the  Board  shall  take  into  consideration  in  providing  for
participation  in any stock  option,  bonus or profit  sharing  programs are the
performance of the management and operating personnel of Cobalt, any increase in
the difficulties involved in the services rendered and responsibility assumed by
Cobalt,  the success  achieved by U.com as a result of the services  rendered by
Cobalt,  the matters and amounts under the jurisdiction of Cobalt,  the earnings
and  profits of U.com,  the  increase in volume and quality of business of U.com
and such other criteria as the Board may deem relevant.

8.   U.com shall also pay or  reimburse  Cobalt for all  reasonable  travelling,
entertainment  and other  expenses  incurred  or paid by  Cobalt  or any  Cobalt
Employee in connection with the performance of the services  contemplated  under
this  Agreement and in accordance  with policies  established  by the Board from
time to time, upon presentation of expense statements or vouchers and such other
supporting information as the Board may from time to time request.

9.   During the term of this Agreement,  each Cobalt Employee providing services
contemplated  hereunder  shall be entitled to a vacation or vacations  totalling
four weeks  duration,  to be taken at such times as shall be most  convenient in
relation  to the demands of the  business  of U.com and Cobalt and the  personal
plans of a Cobalt  Employee  and  shall  not  affect  the right of Cobalt to the
Management Fee.

10.  In the  event  of the  death  of any  Cobalt  Employee  providing  services
contemplated  hereunder  during  the  term of this  Agreement,  Cobalt  shall be
entitled to receive  that  portion of the  Management  Fee  attributable  to the
services  provided by such deceased Cobalt Employee to the last day of the sixth
calendar  month  next  following  the month in which  the  death of such  Cobalt
Employee shall have occurred.

11.  If  U.com  shall  determine  that  a  Cobalt  Employee  providing  services
hereunder has become disabled by reason of illness or other  incapacity,  except
as provided in paragraph12(a),  such that Cobalt is unable to render services of
a character  contemplated by this Agreement to Cobalt for six successive months,
or for shorter periods aggregating six months or more in any one year, then



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U.com may terminate  this  Agreement upon not less than 180 days' written notice
to Cobalt,  unless,  prior to such  termination,  Cobalt provides another Cobalt
Employee,  acceptable to U.com,  to provide such services.  Cobalt shall, in any
event, receive its full Management Fee for the period of such notice.

12.  U.com may terminate  this  Agreement at any time, by and effective upon the
giving of  written  notice to  Cobalt of such  termination,  in the event of the
occurrence of any of the following events, namely:

     (a)  if  a  Cobalt  Employee  providing  services  contemplated  hereunder,
          becomes  mentally  incompetent as determined by a duly licensed doctor
          in the Province of British Columbia acceptable to U.com and to Cobalt;

     (b)  if Cobalt is petitioned into bankruptcy;

     (c)  if Cobalt  itself,  or through a Cobalt  Employee  providing  services
          contemplated  hereunder,  neglects to give  adequate time and personal
          attention  to the  business  of U.com  (except  in case of  illness or
          accident);

     (d)  if Cobalt  itself,  or through a Cobalt  Employee  providing  services
          contemplated  hereunder, is guilty of negligence in the performance of
          such services;

     (e)  if Cobalt  itself,  or through a Cobalt  Employee  providing  services
          contemplated hereunder,  fails to perform or observe any lawful orders
          or directions of the Board or infringes any of the  provisions of this
          Agreement;

     (f)  in the event of any  material  breach by Cobalt of any of the material
          provisions of this Agreement;

     (g)  in the event that RCC's  services  as  president  and chief  operating
          officer of U.com are terminated because the Board appoints a president
          of  U.com  who is not one of RCC,  Martin  H.  Charlwood  and Uwe Gary
          Charlwood; or

     (h)  in the  event  that RCC  ceases,  directly  or  indirectly,  to be the
          controlling shareholder of Cobalt;

provided however, except in the case of clause (g):

     (y)  termination  shall only be effective upon receipt of notice from U.com
          which specifies all grounds for such termination; and


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     (z)  a notice of  termination  shall not be given unless,  at least 30 days
          prior thereto, Cobalt shall have received notice from U.com specifying
          all  alleged  grounds  upon  which  U.com  intends to  terminate  this
          Agreement and those  grounds  shall be continuing  when such notice of
          termination is given.

13.  Except as herein  provided,  Cobalt shall be  responsible  for all expenses
relating to its own administration and management.

14.  Cobalt agrees to diligently and properly carry out the management  services
to be  rendered  hereunder  to U.com and to cause each of the  Cobalt  Employees
providing services contemplated  hereunder, to provide such services to the best
of his abilities.

15.  U.com  shall  have the right from time to time to apply for and take out in
its name and at its own expense, life, health or other insurance upon any Cobalt
Employee and in any amount or amounts which may be deemed  necessary by U.com to
protect its interest under this  Agreement,  and Cobalt shall do all such things
as may be necessary to assist in the procuring of such insurance by causing such
Cobalt Employee to make a proper application  therefor as may be required by the
insurance company and to submit to the usual and customary medical examinations.
Neither Cobalt nor any of the Cobalt  Employees  shall have any right,  title or
interest in or to such insurance but the same shall be solely for the benefit of
U.com and any amount payable  thereunder shall be solely payable to U.com. U.com
shall pay all premiums on the said policies  during the  continuance in force of
this Agreement as they come due. If any premium is not paid within 20 days after
its due date, either Cobalt or such Cobalt Employee, in respect of the policy on
his life only,  may pay such premium and be  reimbursed  therefor by U.com.  The
insurer is hereby authorized and directed to give to a Cobalt Employee, upon his
written request, any information with respect to the status of the policy on his
life only. In the event of the expiry or termination of this Agreement  prior to
the death of a Cobalt  Employee,  Cobalt may purchase from U.com the policies on
the life of a Cobalt  Employee by payment of the cash value  thereof at the date
of purchase, or, if there is not any cash value, for the sum of $1.00. If Cobalt
does not purchase from U.com the policies on the life of a Cobalt Employee, then
such Cobalt Employee, should he so desire, may purchase from U.com the policy on
his specific  life by payment of the cash value thereof at the date of purchase,
or,  if there is not any cash  value,  for the sum of $1.00.  Any such  offer to
purchase  shall be made within 60 days of the date of expiry or  termination  of
this Agreement and no such offer shall be refused.

16.  U.com, Cobalt and any of the Cobalt Employees may, from time to time, agree
that Cobalt will suspend its  obligation  to provide the services of such Cobalt
Employee to U.com for a specified  period of time and that such Cobalt  Employee
will become an  employee of U.com for such period of time.  During the time that
any of the Cobalt  Employees is an employee of U.com,  U.com will pay or provide
to such Cobalt  Employee a salary and other  benefits  equivalent to those to be
provided to Cobalt  hereunder for the services of such Cobalt Employee and U.com
will not pay the Management Fee to Cobalt  attributable to the services provided
by such Cobalt  Employee.  Upon expiry of the  specified  period of time for the
suspension of such services to U.com, such Cobalt


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                                      - 6 -



Employee will cease to be an employee of U.com, such services will be resumed by
Cobalt and the  Management  Fee  attributable  to such Cobalt  Employee  will be
re-instated.

17.  Any  notice  or  other  communication  required  or  permitted  to be given
hereunder  shall be in writing and shall be given by  facsimile,  other means of
electronic  communication  or by  hand-  delivery.  Any  such  notice  or  other
communication,  if sent by facsimile or other means of electronic communication,
shall be deemed to have been  received on the  business day next  following  the
sending,  or if delivered  by hand shall be deemed to have been  received at the
time it is  delivered  to the  applicable  address  noted  below  either  to the
individual  designated below or to an individual at such address having apparent
authority to accept  deliveries on behalf of the addressee.  Notice of change of
address shall also be governed by this section. Notices and other communications
shall be addressed as follows:

             UNIGLOBE.COM INC.
             900 - 1199 West Pender Street
             Vancouver, British Columbia V6E 2R1
             Attention: Chairman, Compensation Committee
             Telecopier No.  718-2678

             COBALT REAL ESTATE CORPORATION
             900 - 1199 West Pender Street
             Vancouver, British Columbia V6E 2R1
             Attention: R. Christopher Charlwood
             Telecopier No. 718-2678

18.  Neither  the waiver or  indulgence  by U.com or Cobalt of any of its rights
under this Agreement, nor the invalidity of any provision herein contained shall
prevent either party from enforcing any other provision or right created by this
Agreement.

19. No  modification of this Agreement shall be valid unless made in writing and
signed by the parties hereto.

20.  Any provision of this Agreement  which is, or becomes  illegal,  invalid or
unenforceable  shall be severed from this  Agreement and be  ineffective  to the
extent of such illegality,  invalidity or unenforceability  and shall not affect
or impair the remaining provisions hereof, which provisions shall remain in full
force and effect.

21.  This  Agreement  shall be governed  by the laws of the  Province of British
Columbia and the laws of Canada applicable therein.


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22.  Any suit, action or proceeding arising out of or relating to this Agreement
against any party shall only be brought in the courts of the Province of British
Columbia  and each party  hereby  irrevocably  and  unconditionally  attorns and
submits to the  jurisdiction  of such courts over the subject matter of any such
suit,  action or  proceeding.  Each party  irrevocably  waives and agrees not to
raise any objection it might now or hereafter  have to any such suit,  action or
proceeding in any such court including,  without limitation,  any objection that
the place where such court is located is an inconvenient  forum or that there is
any other suit,  action or proceeding in any other place relating in whole or in
part to the same subject matter.  Any judgment or order in any such suit, action
or proceeding  brought in such a court shall be conclusive  and binding upon all
parties  hereto,  and each party  consents  to any such  judgment or order being
recognized and enforced in the courts of its  jurisdiction of  incorporation  or
other courts,  by  registration  or homologation of such judgment or order, by a
suit,  action or  proceeding  upon such  judgment  or order,  or any other means
available for  enforcement of judgments or orders,  provided that service of any
required  process is effected upon it in the manner  provided by the laws of the
Province of British Columbia.

23.  This Agreement,  and the services of Cobalt hereunder, is personal and said
Agreement  may not be assigned or otherwise  transferred  by Cobalt  without the
prior written consent of U.com.

24.  The  parties  acknowledge  that  any  breach  by them of the  terms of this
Agreement  will result in harm to the other parties that cannot be calculated or
fully or adequately  compensated by recovery of damages alone.  Accordingly,  in
addition to any other  relief to which the other  parties may be  entitled,  any
party shall be entitled to interim and  permanent  injunctive  relief,  specific
performance and other equitable remedies.

     IN WITNESS  WHEREOF this  Agreement has been executed by the parties hereto
as of the date first above written.


UNIGLOBE.COM INC.                             COBALT REAL ESTATE CORPORATION


Per: /s/ Illegible                           Per:  /s/ R. Christopher Charlwood
    -------------------------------                -----------------------------
    Authorized Signatory                           Authorized Signatory