EXHIBIT 10.2
                              MANAGEMENT AGREEMENT

THIS AGREEMENT made effective September 1, 1998.

BETWEEN:

          Phage  Therapeutics   International  Inc.,  a  body  corporate,   duly
          incorporated under the Laws of the state of Florida,  United States of
          America,  having its head  office  situated  at 22116 - 23rd Drive SE,
          Bothell, WA 98021

           (hereinafter called the " Corporation")

                                OF THE FIRST PART
AND:

          Stealth  Investments Corp., a body corporate,  duly incorporated under
          the laws of the Province of British  Columbia,  having its head office
          at 666 Burrard Street #1300,  Vancouver, BC V6C 3J8; (hereafter called
          the "Manager")

                               OF THE SECOND PART
WHEREAS:

(1)  The Corporation is engaged in the Bio-Technology  industry and requires the
     services of a manager to fulfill the day-to-day responsibilities imposed on
     the Corporation; and

(2)  The Manager has agreed to act as Manager of the Corporation;

NOW THEREFORE THIS AGREEMENT  WITNESSETH  that for and in  consideration  of the
premises,  the mutual  covenants  and  agreements  herein  contained the parties
hereto hereby agree as follows:

a)         The Corporation hereby agree to retain the services of the Manager.

b)         The  retention  of the Manager  shall be for a month to month  period
           commencing September 1, 1998, and continuing  thereafter from year to
           year unless and until terminated as hereinafter provided.

c)         The Manager shall serve the  Corporation  and any  subsidiaries  from
           time to time owned by the  Corporation in such capacity or capacities
           and shall  perform such duties and  exercise  such powers as may from
           time to time be determined by Resolution of the Board of Directors of
           Corporation.

d)         Subject to the control  vested in the Board of Directors with respect
           to the  activities  of the Manager,  the Manager  shall have from the
           date  of   commencement   of  this   Agreement,   the  authority  and
           responsibility  to  deal  with  the  following  subject  matters:

          1)   maintaining  the services of accounting  and legal  professionals
               for the purposes of reviewing  all  prospects  introduced  to the
               Corporation for investment or participation;
          2)   arranging for and securing  financing for the  Corporation as may
               be permitted by regulatory bodies;
          3)   arranging  for timely  disclosure  of all  material  facts in the
               affairs of the Corporation,  such as regulatory  filings,  timely
               financial disclosures and issuance of News Releases;
          4)   establishing and maintaining suitable banking relations;
          5)   ensuing  the  maintenance  of  proper   accounting   records  and
               compiling  monthly  statements of the source and  application  of
               funds;
          6)   arranging for payment of all payables of the  Corporation  and/or
               any subsidiaries;
          7)   perusing   and   replying   to  all   corporate   inquiries   and
               correspondence;
          8)   securing  and  obtaining  for  the  benefit  of  the  Corporation
               competent  tax advice,  legal advice and services and  accounting
               services; and
          9)   all such other  duties as may be imposed  upon the  Manager  from
               time to time due to the nature of the Corporation's business.

e)         The  remuneration of the Manager for his services  hereunder shall be
           at the rate of $10,000 US per month for a term of one year  (together
           with any such  increments  thereto as the Board of  Directors  of the
           Corporation  may from time to time a lot)  payable  in equal  monthly
           installments  in advance of the first  business day of each  calendar
           month,  the first such  installment to be payable on the first day of
           March, 1999.


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f)         The Manager shall be reimbursed  for all traveling and  out-of-pocket
           expenses  actually and properly incurred by it in connection with its
           duties hereunder.  In respect of expenses,  the Manager shall provide
           statements  and vouchers to the  Corporation  as and when required by
           it.

g)         The terms  "subsidiary"  and  "subsidiaries"  as used herein mean any
           corporation or Corporation of which more than 50% of the  outstanding
           shares  carrying  voting  rights at all times are for the time  being
           owned by or held for the benefit of the  Corporation  and include any
           corporation or company in like relation to a subsidiary.

h)         Any notice required or permitted to be given hereunder to the Manager
           or to the  Corporation  shall be given by  registered  mail,  postage
           prepaid,  addressed  to the  Manager  or  the  Corporation  at  their
           respective  registered  offices from time to time in  existence.  Any
           notice  mailed as aforesaid  shall be deemed to have been  received y
           the  Addressee  on the  second  business  day  following  the date of
           mailing.

i)         This Agreement may be terminated:
           1)  by  the  Manager  or  sixty  (60)  days  written  notice  to  the
           Corporation;  or 2) by the  Corporation  on sixty  (60) days  written
           notice to the Manager.

j)         The provisions of the Agreement shall be governed by and interpreted
           in accordance with the laws of the State of Washington.


k)         This  Agreement  may be  executed by  facsimile  and in any number of
           counterparts with the same effect as if all parties to this Agreement
           had signed the same document and all  counterparts  will be construed
           together and will  constitute  one and the same  instrument,  and any
           facsimile signature shall be taken as an original.

IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be
executed, as of the day and year first above written.

PHAGE THERAPEUTICS
INTERNATIONAL, INC.                                   STEALTH INVESTMENTS CORP.
/s/ Richard Honour /s/                                /s/ Darren Pylot /s/
Per: Authorized Signatory                             Per: Authorized Signatory