EXHIBIT 4.20



               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;

          (herein called "U.com")

                                                               OF THE FIRST PART

AND:

          CHARLWOOD INTERNATIONAL CORPORATION, a British
          Columbia company, having its registered office at Suite 2300 -
          1055 Dunsmuir Street, Vancouver, British Columbia V7X 1J1;

          (herein called "Charlwood International")

                                                              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.   Charlwood  International  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 "Charlwood International Employees"
and, individually, a "Charlwood International Employee"); and

C.   U.com wishes to retain  Charlwood  International  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  Charlwood  International  to provide  executive  and
management services to U.com commencing May 1, 2001. This Agreement shall remain
in force until either



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U.com or Cobalt  provides not less than 12 months'  written  notice to the other
party that the party providing the notice is terminating  this Agreement as of a
specific date.

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

3.   During the term of this Agreement, Charlwood International will employ such
Charlwood  International  Employees as are required from time to time to provide
certain  executive  and  management   services  to  U.com,  and,  in  connection
therewith,  will initially cause R.  Christopher  Charlwood  ("RCC") to serve as
president and chief operating  officer of U.com and Martin H. Charlwood  ("MHC")
to serve as  vice-chairman  and member of the board of  directors  of U.com (the
"Board"), or any variation thereof that the Board considers appropriate,  and to
devote  such of their  business  time,  energies  and  efforts  as  U.com  shall
determine are  reasonably  necessary to the interests of U.com and the effective
operation  of the U.com  business,  and will also cause  RCC,  MHC or such other
Charlwood International Employees, acceptable to U.com, to perform such services
as may be assigned to  Charlwood  International  from time to time by the Board,
and  which  are  consistent  with  the  engagement  of  Charlwood  International
hereunder.

4.   During the term of this Agreement,  Charlwood  International agrees that it
will not engage in any  activity  competitive  with or adverse to the welfare of
U.com, and Charlwood International will use its best efforts to prevent RCC 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 Fconstrued to prevent a Charlwood International 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 a
Charlwood  International  Employee to Charlwood  International  and by Charlwood
International to U.com under this Agreement.  Without limiting the generality of
the  foregoing,  a  Charlwood  International  Employee  may  participate  in the
ownership and management of Charlwood Pacific Properties Ltd., Charlwood Pacific
Holdings Corp., Charlwood International, Charlwood Pacific Group Ltd. and Cobalt
Real  Estate  Corporation,  and  may  also  participate  in  the  ownership  and
management of Uniglobe Travel (International) Inc.,


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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  Charlwood  International  or a  Charlwood
International 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 Charlwood International or a Charlwood International Employee during
the term of this Agreement  shall be retained in confidence,  unless required to
be disclosed by law, and  Charlwood  International  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.
Charlwood  International 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 Charlwood International
hereunder, U.com will pay to Charlwood International an annual management fee of
Cdn.$297,000  (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,  Charlwood  International 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
Charlwood  International,  any  increase  in the  difficulties  involved  in the
services rendered and  responsibility  assumed by Charlwood  International,  the
success  achieved by U.com as a result of the  services  rendered  by  Charlwood
International,  the matters  and amounts  under the  jurisdiction  of  Charlwood
International,  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  Charlwood   International  for  all
reasonable  travelling,  entertainment  and other  expenses  incurred or paid by
Charlwood International in connection with the performance of its services 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 Charlwood  International  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
Charlwood International and the personal plans of the Charlwood


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International   Employee,   and  shall  not  affect   the  right  of   Charlwood
International to the Management Fee.

10.  In the event of the death of any Charlwood  International  Employee  during
the term of this Agreement, Charlwood International shall be entitled to receive
the portion of the Management Fee attributable to the services  provided by such
deceased Charlwood International Employees to the last day of the sixth calendar
month  next   following  the  month  in  which  the  death  of  such   Charlwood
International  Employee shall have occurred,  unless, prior to such termination,
Charlwood  International  provided  another  Charlwood  International  Employee,
acceptable to U.com, to provide such services.

11.  If  U.com  shall  determine  that  any  Charlwood   International  Employee
providing  services  contemplated  hereunder  has become  disabled  by reason of
illness or other  incapacity,  except as provided in paragraph 12(a),  such that
the Charlwood International Employee is unable to render services of a character
contemplated by this Agreement for six successive months, or for shorter periods
aggregating six months or more in any one year, then U.com may terminate payment
of such portion of the Management Fee  attributable to the services  provided by
such  disabled  Charlwood  International  Employee  upon not less than 180 days'
written  notice  given  to  Charlwood  International,   unless,  prior  to  such
termination,  Charlwood  International provides another Charlwood  International
Employee,  acceptable to U.com to perform such services. Charlwood International
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 Charlwood International of such termination,  in the
event of the occurrence of any of the following events, namely:

     (a)  if a Charlwood  International 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 Charlwood International;

     (b)  if Charlwood International is petitioned into bankruptcy;

     (c)  if   Charlwood   International   itself,   or   through  a   Charlwood
          International  Employee,  neglects to give adequate time and attention
          to the business of U.com (except in case of illness or accident);

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


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                                      - 5 -



     (e)  if   Charlwood   International   itself,   or   through  a   Charlwood
          International  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 Charlwood  International 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, MHC and U. Gary Charlwood; or

     (h)  in the event UGC ceases  directly or indirectly to be the  controlling
          shareholder of Charlwood International;

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

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

     (z)  a notice of  termination  shall not be given unless,  at least 30 days
          prior thereto, Charlwood International 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, Charlwood International shall be responsible for
all expenses relating to its own administration and management.

14.  Charlwood  International  agrees to diligently  and properly  carry out the
management  services to be rendered  hereunder to U.com and to cause each of the
Charlwood  International  Employees providing services contemplated hereunder to
provide such services to U.com 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 of the
Charlwood  International  Employees  and in any amount or  amounts  which may be
deemed  necessary by U.com to protect its  interest  under this  Agreement,  and
Charlwood  International  shall do all such things as may be necessary to assist
in the  procuring  of such  insurance by causing  such  Charlwood  International
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 Charlwood International nor any of the Charlwood International 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


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continuance  in force of this  Agreement as they come due. If any premium is not
paid within 20 days after its due date,  either Charlwood  International or such
Charlwood International 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 such Charlwood  International  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 such Charlwood International  Employee,  Charlwood International
may purchase from U.com the policies on the life of such Charlwood International
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 Charlwood  International
does  not  purchase  from  U.com  the  policies  on  the  life  of  a  Charlwood
International Employee, then such Charlwood International 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,  Charlwood  International  and  any of the  Charlwood  International
Employees  may,  from time to time,  agree  that  Charlwood  International  will
suspend its obligation to provide the services of such  Charlwood  International
Employee  to U.com  for a  specified  period  of time and  that  such  Charlwood
International Employee will become an employee of U.com for such period of time.
During the time that any of the Charlwood International Employees is an employee
of U.com, U.com will pay or provide to such Charlwood  International  Employee a
salary  and other  benefits  equivalent  to those to be  provided  to  Charlwood
International  hereunder  for  the  services  of  such  Charlwood  International
Employee and U.com will not pay to Charlwood  International  the  Management Fee
attributable to the services provided by such Charlwood  International Employee.
Upon expiry of the specified period of time for the suspension of such services,
such Charlwood International Employee will cease to become an employee of U.com,
such services will be resumed by Charlwood  International and the Management Fee
attributable to the services provided by such Charlwood  International  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:

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                                      - 7 -



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

                  CHARLWOOD INTERNATIONAL 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 Charlwood International 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.

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.


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23.  This Agreement,  and the services of Charlwood International  hereunder, is
personal  and said  Agreement  may not be assigned or otherwise  transferred  by
Charlwood International 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.                             CHARLWOOD INTERNATIONAL
                                              CORPORATION

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