Exhibit 10.1
                        ADMINISTRATIVE SERVICES AGREEMENT


ADMINISTRATIVE  SERVICES (the  "Agreement")  dated as of October 1, 2001 between
Shimoda Capital (USA),  Inc., a Connecticut  corporation  (""Capital  USA"") and
Shimoda Resources "Holdings", Inc. (""Holdings""), a Nevada corporation.

For good and valuable consideration,  the receipt and legal sufficiency of which
are hereby expressly acknowledged, the parties hereto agree as follows:

1. Engagement:  Upon the terms and subject to the conditions hereof,  "Holdings"
hereby engages "Capital USA" to provide "Holdings" with the Services (as defined
in Section 2 hereof), and "Capital USA" hereby agrees to provide "Holdings" with
the Services.

2.  Administrative and Support Services:  During the term hereof,  "Capital USA"
agrees to provide the administrative support and services (including accounting,
clerical,  secretarial  and  receptionist  assistance)  described  on Schedule A
attached   hereto  and   incorporated   herein  by  reference,   and  any  other
administrative  services  reasonably  requested by  "Holdings"  and agreed to by
"Capital  USA"  (hereinafter  referred  to as the  "Services").  Subject  to the
provisions  of Section 3,  "Capital  USA" agrees to provide the  Services (I) in
good  faith,  (ii)  in a  professional  and  workmanlike  manner  and  (iii)  in
accordance with the reasonable instructions of "Holdings".

3. Mutual Support and Cooperation:

(a) Each of  "Capital  USA" and  "Holdings"  agrees  that it will take all steps
reasonably necessary, at its own expense:

     (i)  to designate key individuals to perform its obligations hereunder;

     (ii) to conduct periodic meetings of all such key individuals and others as
     necessary;

     (iii) to fully cooperate with all reasonable requests for assistance; and

     (iv) to take such further  steps and execute such further  documents as may
     be reasonably necessary.

(b) The  parties  will  make  diligent  efforts  through  their  respective  key
individuals  to identify  the causes of any problems in the Services and to make
adjustments,  in an  equitable  fashion,  in order to address and  resolve  such
problems,  including the  substitution  or  modification of the Services and the
corresponding compensation therefore.

4. Fees:  "Capital  USA" will  invoice  "Holdings"  for the  Services  performed
hereunder  on a monthly  basis at the rate of $5,000 per month,  plus such other
out-of-pocket  costs  incurred by "Capital USA" as shall be  separately  stated.
Each invoice shall set forth a reasonable  explanation of the services  rendered
during such month and, if requested by "Holdings",  supporting  documentation in
reasonable  detail.  "Holdings"  will pay each invoice in full no later than the
30th day of the month  following the month in which such invoice is dated.  Each
party shall be  responsible  for paying all taxes,  if any,  imposed  upon it by
applicable law in connection with this Agreement.

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5. Term and Termination:

(a) Except as provided in Section 5(b) hereof,  the term of this Agreement shall
commence on the date hereof and shall  terminate at the close of business on the
first anniversary of the date hereof.

(b) Either party may, by delivering  written  notice thereof to the other party,
terminate  any or  all  of  its  obligations  under  this  Agreement,  effective
immediately, if the other party hereto:

     (i) is rendered bankrupt or becomes  insolvent,  and such insolvency is not
     cured within 15 days after written notice,  or files a written  petition in
     bankruptcy  or an answer  admitting  the  material  facts  recited  in such
     petition filed by another, or discontinues its business,  or has a receiver
     or other  custodian of any kind  appointed to  administer  any  substantial
     amount of its property; or

     (ii) commits a material breach of its duties, obligations or understandings
     under this  Agreement,  which breach is not cured within 30 days  following
     written notice of such breach from the non-breaching party.

Any such  termination  shall be in  addition  to any other  rights  or  remedies
available at law or in equity to the terminating party.

(c) Each party  hereto  agrees to consult in advance with the other party and to
bring to the attention of the other party any problems,  differences of opinion,
disagreements  or any other  matters,  which may lead such party to terminate or
seek to  terminate  this  Agreement.  The  purpose  and intent of the parties in
including  this  provision is to insure that both parties to this  Agreement are
made aware of any problems  arising out of or relating to this  Agreement or the
relationship of the parties  hereunder,  so that the parties hereto may, in good
faith,  consult with one another  concerning  such problems and, where possible,
resolve such problems to the parties' mutual  satisfaction,  thereby  preserving
their  contractual  relationship  and  goodwill  and  mutual  respect  presently
existing between the parties to this Agreement.

6. Force Majeure:

Any  failure or delay in the  performance  by "Capital  USA" of its  obligations
hereunder  shall  not be a breach of this  Agreement  if such  failure  or delay
arises out of or results primarily from fire, storm, flood,  earthquake or other
acts of  God,  explosions,  wars,  insurrections,  strikes,  work  stoppages  or
slowdowns, epidemic or quarantine restrictions,  unforeseen equipment failure or
inability to obtain essential raw materials despite commercially reasonable best
efforts to do so (the  occurrence of any of the foregoing  shall be an "Event of
Force Majeure").

7. Confidentiality:

It is  stipulated  and agreed that during the term of this  Agreement,  "Capital
USA" and "Holdings" will be in a position to become acquainted with each other's
confidential,   privileged  and  proprietary   information  including,   without
limitation,   identities  of  suppliers;   expenses;   pricing   techniques  and
strategies;  profits and product line  profitability  information;  existing and
future product information;  research and development  programs;  specifications
for products;  software designs;  know-how, trade secrets and other intellectual
property;  business plans and records;  customer names,  lists,  files and other
customer  information;  budget  and  financial  information  and the  goals  and
objectives of the other party;  methods,  practices and techniques for promoting
and marketing  products;  personnel  matters and other  confidential  processes,
formulae or  materials  regarded  by such party as  privileged,  proprietary  or
confidential (each parties' respective  confidential  information is referred to
herein as such party's  "Confidential  Information").  "Capital USA" agrees that
the Confidential  Information of "Holdings",  and "Holdings",  and "Capital USA"
agrees that the  Confidential  Information  of "Capital USA", is an integral and

<PAGE>

key part of the assets of each respective  entity and that the  unauthorized use
or disclosure  of the other party's  Confidential  Information  would  seriously
damage  the owner  thereof  in its  business.  As a  consequence  of the  above,
"Capital  USA"  and  "Holdings"  hereby  agree  that,  during  the  term of this
Agreement and thereafter:

(a) "Capital USA" and "Holdings" shall not, directly or indirectly,  (I) use any
of the other party's Confidential Information or (ii) divulge, disclose, furnish
or make  accessible,  or cause any person to divulge,  disclose or furnish,  any
aspects of the other party's  Confidential  Information  to any person or entity
(other than the other party),  except as may be reasonably  necessary to perform
their respective  obligations  hereunder,  as may be expressly authorized by the
other  party in writing or as  required  by law or  pursuant  to a court  order;
provided, however, that, prior to any such compelled disclosure, the party whose
obligation  it is to keep such  information  confidential  shall  have given the
other party notice of the  circumstances  relating to such compelled  disclosure
and an opportunity to seek an appropriate protective order with respect thereto.

(b) "Capital USA" and "Holdings"  shall each refrain from any action or conduct,
which  might   reasonably  or   foreseably   be  expected  to   compromise   the
confidentiality  or  proprietary  nature  of  the  other  party's   Confidential
Information.

(c) The  term  "Confidential  Information"  as used in this  section  shall  not
include  information (I) which is or becomes  available to the public through no
act,  omission  or fault of, and absent any breach of a covenant  or  obligation
hereunder  by,  the  party  whose   obligation  is  to  keep  such   information
confidential  or (ii)  which  the  party  whose  obligation  it is to keep  such
information confidential may have received lawfully from any third party without
restrictions as to disclosure thereof.

8. Assignment/Successors:

Neither  Party hereto may assign this  Agreement or any rights  hereunder to any
other Person,  without the prior written consent of the other party hereto. This
Agreement  shall be binding upon and inure to the benefit of the  successors  of
the parties hereto.

9. Waiver of Breach:

The failure of any party hereto to enforce at any time any of the  provisions of
this  Agreement  shall in no way be construed to constitute a waiver of any such
provision  nor in any way to affect the  validity of this  Agreement or any part
hereof,  including  the right of any party  thereafter to enforce each and every
provision.  The waiver by any party to this Agreement of any breach or violation
of any  provision of this  Agreement by the other party hereto shall not operate
or be construed to be a waiver of any subsequent breach or violation thereof.

10. Severability:

The terms and  conditions of this  Agreement are hereby deemed by the parties to
be severable,  and the invalidity or  unenforceability of any one or more of the
provisions of this Agreement shall not affect the validity and enforceability of
the other provisions hereof.

11. Notices:

Any notice  contemplated  by or  required  or  permitted  to be given under this
Agreement  shall be in writing and (a) sent by fax, with a copy promptly sent by
first class mail,  (b) delivered  personally,  (C) sent by next day or overnight
courier or  delivery  or (d) mailed by  registered  or  certified  mail,  return
receipt requested, postage prepaid, as follows:

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"Capital USA":               Shimoda Capital (USA), Inc.
                             15 River Road
                             Suite 230
                             Wilton, Connecticut 06897


"Holdings":                  Shimoda Resources Holdings, Inc.
                             C/O CHQ Incorporated
                             1555 E. Flamingo Road, Suite 155
                             Las Vegas, Nevada 89119


or, in each case, at such other address or facsimile  number as may be specified
in  writing  to the other  parties  hereto.  Such  notices,  requests  and other
communications sent as provided  hereinabove shall be effective:  (w) if sent by
fax on a business  day  between  the hours of 9:00 a.m.  and 6:00 p.m.  New York
time, upon sending, but if sent by fax at any other time, upon the next business
day; (x) upon receipt, when personally delivered;  (y) the next business day, if
sent by  overnight  courier  or  delivery;  and (z) if  sent  by  registered  or
certified  mail,  return  receipt  requested,  upon the  expiration of the fifth
business day after being deposited in the United States mail.

12. Choice of Law:

This Agreement  shall in all respects be governed by and construed in accordance
with the laws of the State of New York.


13. Relationship of the Parties

"Capital USA" and "Holdings" are acting solely as independent  contractors under
this Agreement. It is expressly understood and agreed by the parties hereto that
nothing in this  Agreement,  its provisions or  transactions  and  relationships
contemplated  hereby  shall  constitute  either  party as the  agent,  employee,
partner or legal  representative  of the other for any purpose  whatsoever,  nor
shall  either  party hold itself out as such.  Neither  party to this  Agreement
shall have the  authority to bind or commit the other party hereto in any manner
or for any purpose  whatsoever,  except as may be expressly provided for herein,
but rather each party shall at all times act and conduct  itself in all respects
and events as an independent contractor. This Agreement creates no relationships
of joint  venturers,  partners,  associates  or principal  and agent between the
parties hereto.


14. Construction of Agreement; Entire Agreement; Amendments:

This  Agreement may be executed in  counterparts  in order to provide each party
hereto  with a fully  executed  original  hereof.  In that  this  Agreement  was
prepared as a result of  negotiation  and mutual  agreement  between the parties
hereto,  neither  this  Agreement  nor any  provision  hereof shall be construed
against either party hereto as the party who prepared this Agreement or any such
provision.  This Agreement reflects the complete understanding of the parties as
of the date hereof and constitutes their entire agreement  regarding the subject
matter hereof,  all prior  negotiations,  representations  and statements having
been merged herein.  This  Agreement may be amended only by a written  amendment
between the parties hereto.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement by the signature of
their  respective,  duly  authorized  corporate  officers as of the day and year
first above written.

                        Shimoda Capital (USA), Inc.

                        /s/ David J Mapley
                        ------------------
                        By: David J Mapley
                        Title: President


                        Shimoda Resources Holdings", Inc.


                        /s/ Peter J Lazaro
                        ------------------
                        By: Peter J Lazaro
                        Title: Secretary & Treasurer


<PAGE>

                        Administrative Services Agreement
                                   SCHEDULE A


Schedule of services to be provided:

-    All general  administrative  activities of a corporation,  including  those
     which require the approval of the board of directors, in which case Capital
     will  inform  the board of  directors  of  Holdings  and get all  necessary
     approvals and documentation.

-    Administrative  services will include,  but not be restricted to day to day
     management  duties,  all  filings  (regulatory  or other),  correspondence,
     maintenance  of all  books  and  records,  accounting  and  audit  liaison,
     billing,  collection of accounts  receivable,  payment of accounts payable,
     cash  management,   investor  relations,   liaison  with  outside  counsel,
     reconciliation of all bank accounts and any other administrative  functions
     necessary to operate Holdings day to day and which may be supplemented from
     time to time.