Exhibit  10.2


Lane Clissold
135 West 900 South
Salt Lake City, UT 84101

George I. Norman III
c/o Treasure Mountain Holdings, Inc
1390 South 1100 East Suite 204
Salt Lake City, Utah 84111


                                                 February 26, 2004

         Re:      Administrative Services Agreement (the "Agreement")

Gentlemen:

         This letter shall set forth our  agreement  with respect to services to
be provided by George Norman and Lane Clissold (the "Executives",  individually,
each an "Executive") to Treasure Mountain  Holdings,  Inc., a Nevada corporation
(the  "Company").  Defined  terms not  otherwise  defined  herein shall have the
meanings ascribed to such terms in the Common Stock Purchase Agreement, dated as
of the 26th day of February 2004, as amended to date (the "Purchase Agreement"),
by and among the Company, the sellers listed on Schedule 1.1 annexed thereto and
the purchasers listed on Schedule 1.1 annexed thereto (collectively  referred to
herein as the "Purchasers"). We hereby agree as follows:

1.       Services. The  Executives  shall remain  officers and  directors of the
              Company in their  current  positions  for the  primary  purpose of
              performing administrative duties and tasks consistent with the way
              such tasks and duties  were  carried  out in 2002 and 2003.  These
              duties  and tasks  shall  include,  but are not  limited  to,  the
              following:

              a.   Overseeing  that all filings with the Securities and Exchange
                   Commission (the "Commission") are accurately and timely filed
                   with the Commission;

              b.   Assisting the Company's counsel in the preparation and filing
                   of the Company  filings  required by the Securities  Exchange
                   Act of 1934, as amended;

              c.   Maintaining  accurate  books  and  records  of  the  Company,
                   including financial statements in GAAP format consistent with
                   prior practice;

              d.   Preparing the general journal and trial balance  required for
                   the Company's  auditors to complete the  Company's  audit for
                   the  fiscal  year  ended  December  31,  2003  and  financial
                   statements for the fiscal  quarters ending March 31, 2004 and
                   June 30, 2004 (and any subsequent periodic reports);

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              e.   Assisting the Company's  auditors in the execution and filing
                   of   the   Company's   audit    confirmation    letters   and
                   representation letters;

              f.   Preparing  board  resolutions and board minutes for all board
                   actions,  subject to review by the Company's  counsel,  which
                   shall be a firm designated by the Purchasers;


              g.   Attending to any and all issues that arise with respect to
                  shareholders,  the  Company's  transfer  agent,  and any other
                  matter requiring the Executives' attention;

              h.   The availability of the Executives to discuss and confer with
                   any key shareholders  with respect to that key  shareholder's
                   questions;

              i.   Use without charge of George Norman's office as the Company's
                   headquarters  at 1390  South  1100  East  Suite 204 Salt Lake
                   City,  Utah  84111,  for  receipt  of mail  delivery  and the
                   continuation of local telephone  service listing in all local
                   phone directories;

              j.  Such other matters as shall be  consistent  with their titles,
                  their previous responsibilities and incident to the foregoing.

2.       Compensation. As compensation for the duties and tasks described above,
              the Company  agrees to provide the  Executives  with the following
              compensation  during the term hereof: (i) the Company will pay the
              Executives  $1,000 per month, in the aggregate,  commencing on May
              15, 2004, and on the 15th day of each month (the "Issuance  Date")
              during the term hereof, in the form of common stock of the Company
              ("Common  Stock")  of which the  Executives  will each  receive an
              equal amount, to be valued at the greater of (x) $.10 per share or
              (y) the average of the closing  prices of the Common  Stock during
              the five trading days  immediately  prior to the Issuance Date and
              (ii) cash  compensation  of $1,000  per  month,  payable to George
              Norman on the 15th of each month, commencing on March 15, 2004. If
              the 15th day of any month falls on a  Saturday,  Sunday or a legal
              holiday, then the foregoing compensation payments shall be paid on
              the next succeeding day not a Saturday, Sunday or legal holiday.

              Such shares of Common Stock issued  pursuant to (i) above shall be
              "restricted securities" and may only be disposed of pursuant to an
              effective registration statement under the Securities Act of 1933,
              as amended  (the  "Securities  Act") or pursuant  to an  available
              exemption  from the  registration  requirements  of the Securities
              Act, and in compliance with any applicable  state securities laws.
              The Executives acknowledge that any certificates evidencing shares
              of Common Stock issued  hereunder  shall  contain the following or
              similar legend:

         "These  securities  have not been  registered  with the  securities and
exchange  commission or the securities  commission of any state in reliance upon
an exemption from registration under the Securities Act of 1933, as amended (the
"Securities Act"), and, accordingly,  may not be offered or sold except pursuant
to an effective  registration  statement under the Securities Act or pursuant to
an  available   exemption  from,  or  in  a  transaction  not  subject  to,  the
registration  requirements  of the  Securities  Act,  as  evidenced  by a  legal
opinion, the substance of which shall be reasonably  acceptable to the Company."


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3.       Term of  Employment;  Termination.  The  term of this  agreement  shall
              commence on the date hereof and shall  terminate  on July 31, 2004
              (the  "Initial  Term").  The term  shall be  automatically  deemed
              renewed  on a month to month  basis  thereafter  (each a  "Renewal
              Term") on the same terms as shall have been  effective  at the end
              of the immediately  preceding term,  whether the Initial Term or a
              Renewal Term,  if the Company or the Executive  have not delivered
              written  notice of  non-renewal of this agreement at least 30 days
              prior to the  expiration  of the Initial Term or Renewal  Term, as
              the case may be. Notwithstanding  anything to the contrary herein,
              upon the request of the Purchasers,  each of the Executive  hereby
              agree to resign as officers of the Company. Such resignation shall
              be effective  upon the delivery of such notice to the  Executives.
              Upon such  resignation,  this Agreement shall be terminated.  Each
              Executive may terminate  this Agreement with respect to himself at
              any time upon 30 days' prior written notice to the Company and the
              Purchasers.  Notwithstanding  anything herein to the contrary,  in
              their  capacities as the only members of the board of directors of
              the Company,  the Executives  hereby agree to increase the size of
              the board of directors of the Company, and to appoint designees of
              the Purchasers to fill such vacancies when and as requested by the
              Purchasers,  except to the extent their  fiduciary  duties require
              otherwise.  Further, immediately following such appointments,  the
              Executives  hereby agree to immediately  resign from all positions
              as  officers  and  directors  of the Company if  requested  by the
              Purchasers.

4.       Indemnification.  The Executives shall jointly and severally  indemnify
              the Company and its agents and hold them harmless from and against
              any and all losses, claims, damages,  actions, expenses (including
              without limitation  reasonable  attorneys' fees and disbursements)
              and liabilities arising in any manner out of or in connection with
              the rendering by the Executives of services hereunder.

5.       Shareholder Approval. During the term of this agreement, the Executives
              must receive the written consent of all of the Purchasers to carry
              out the following actions:

              a.   Any  merger or  consolidation  involving  the  Company or any
                   affiliate or subsidiary thereof;

              b.   Any amendment or repeal of the Articles of  Incorporation  or
                   by-laws of the Company;

              c.   Issuance of shares of any class or other  rights  relating to
                   the issuance of shares of the Company except for shares to be
                   issued as  compensation  to the  Executives  pursuant  to the
                   terms hereof;

              d.   Transfer of all, or  substantially  all of, the assets of the
                   Company;

              e.   Amendment to this agreement;

              f.   Voluntary dissolution of the Company;

              g.   The  expenditure  of any monies for any  purpose in excess of
                   $250 individually or $500 in the aggregate;

              h.   Any change in the number of members constituting the board of
                   directors  from  that  provided  for  in the  by-laws  of the
                   Company (and any action which would  derogate  from the right
                   of the  shareholders  to  nominate  members  of the  board of
                   directors);
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              i.   The acquisition by the Company of any shares or securities of
                   any  other  corporation  or of any  investment  in any  other
                   business entity;

              j.   The taking of any proceedings with a view to the dissolution,
                   winding up, or termination of the corporate  existence of the
                   Company,  or the merger or  consolidation of the Company with
                   or into another entity;

              k.   The sale, lease or other disposition by the Company of any of
                   its  assets in any one  transaction  or a series  of  related
                   transaction   whether  or  not  in  the  ordinary  course  of
                   business,  or the  granting  of an option  or other  right in
                   respect of such sale, lease or disposition;

              l.   The  establishment  or change of any dividend policy or other
                   policy  with  respect  to the  distribution  of any  class of
                   equity or the payment of any dividend or distribution;

              m.   Any change in the nature of the business of the Company;

              n.   The acquisition of all or substantially  all of the assets of
                   any  other  business  entity  or  the  entering  into  of any
                   amalgamation,  merger,  partnership,  joint  venture or other
                   combination with any other business entity;

              o.   The payment or  declaration of any bonuses,  profit  sharing,
                   retirement   allowances  or  other  such   distributions   to
                   directors,  officers  or  employees  of  the  Company  or any
                   increase in the compensation paid to any directors,  officers
                   or employees of the Company;

              p.   Any guaranty of any  liability of any other person or entity;
                   and

              q.   The  taking  of  any  action  which  may  lead  to any of the
                   foregoing.

6.       Miscellaneous.  This Agreement  constitutes the entire  agreement among
              the  Executives,  the Company and the  Purchasers  relative to the
              subject  matter hereof and  supersedes in its entirety any and all
              prior agreements (written or oral), understandings and discussions
              with respect  thereto,  and the parties  have made no  agreements,
              representations  or warranties  relating to the subject  matter of
              this  agreement  that are not set forth  herein or  therein.  This
              Agreement  may not be  modified,  amended  or waived in any manner
              except by an instrument  in writing  signed by each of the parties
              hereto. It is hereby acknowledged that the Executives shall not be
              responsible for providing  equity or debt financing to satisfy the
              Company's working capital needs during the term hereof. The waiver
              by either party of compliance with any provision of this Agreement
              by the other party shall not operate or be  construed  as a waiver
              of any other provision of this  agreement,  or of any other breach
              by such party of a provision  of this  Agreement.  The Company and
              the  Executives  may  not  assign  their   respective   rights  or
              obligations  hereunder.  This  agreement  shall be governed by and
              construed  in  accordance  with the laws of the State of New York,
              without  regard  to the  conflicts  of  laws  principles  thereof.
              Neither  party shall take any action with the  intention or result
              that such action directly or indirectly circumvents the intentions
              or provisions hereof.

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         If the foregoing  represents our agreement,  please sign both copies of
this agreement where indicated below and return them to me.

                                      Sincerely,

                                      TREASURE MOUNTAIN HOLDINGS, INC.


                                      By: /s/ Lane Clissold
                                          --------------------------------------
                                      Name:   Lane Clissold
                                      Title:  Secretary/Treasurer


                                      APPROVED AND ACCEPTED THIS
                                      26th DAY OF FEBRUARY 2004:


                                      /s/ George Norman III
                                      ------------------------------------------
                                      George Norman III



                                      /s/ Lane Clissold
                                      ------------------------------------------
                                      APPROVED AND ACCEPTED THIS
                                      26th DAY OF FEBRUARY 2004:



                                      SCIMITAR HOLDINGS, LLC

                                      By: Spencer Trask & Co., Inc.,
                                      its Member Manager


                                      By: /s/ William P. Dioguardi
                                          --------------------------------------
                                      Name:   William P. Dioguardi
                                      Title:  President


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