EXHIBIT 4.4


                              MANAGEMENT  AGREEMENT
                              ---------------------


THIS  AGREEMENT  made  effective  the  1st  day  of  August  2000.


AMONG:

          COAST  FALCON  RESOURCES  LTD.,  a British  Columbia company having an
          address at 1260-609 Granville Street, Vancouver, BC, V7Y  1G5.

          (the  "Company")                              ON  THE  FIRST  PART


AND:

          PEMCORP  MANAGEMENT INC., a British Columbia company having an address
          at 1260-609  Granville  Street, Vancouver, BC, V7Y 1G5.

          ("Pemcorp")                                   ON THE SECOND  PART

WHEREAS:

A.        Pemcorp  is  in  the  business  of  providing  corporate  finance,
          management  and  administrative  consulting  services  to private  and
          public companies;

B.        The  Company  wishes  to engage Pemcorp and Pemcorp has agreed to be
          engaged to provide such services to the Company in accordance with the
          terms and conditions of this Agreement;

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

1.        Engagement  of  Manager
          -----------------------

The Company hereby engages Pemcorp to provide, corporate finance, management and
administrative  services  to the Company as required by the Company from time to
time.  Pemcorp hereby accepts the engagement as manager and agrees to faithfully
serve the Company and use its best efforts to satisfy the company's requirements
for  the  services  described  above  in  a  timely  and  efficient  manner.


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2.        Scope  of  Authority
          --------------------

Pemcorp  shall  not  have  authority  to  enter  into contracts as agent for the
Company  in  the  ordinary  course.

3.        Use  of  Information
          --------------------

Pemcorp  agrees  that  it;

a)   shall use their best efforts to promote the interests of the Company;

b)   shall not disclose the private affairs of the Company, or any secret of the
     Company,  to any person other than the Directors  without the prior consent
     of the Board of Directors; and

c)   shall not use for their own purposes  other that those of the Company,  any
     information they may acquire with respect to the Company's affairs.

4.        Management  Fee
          ---------------

During  the  first  year of the term of this Agreement, the Company shall pay to
Pemcorp  a  management  fee equal to $2,500 per month, plus all applicable goods
and services taxes that are payable thereon,  (the "Management Fee"), payable on
the  first  day  of  each  month  effective  on  August  1,  2000.

The management fee shall be mutually agreed upon between the Company and Pemcorp
in  any  renewal  term  of  this  Agreement.

5.        Administrative  Fees  and  Other  Expenses
          ------------------------------------------

In  addition  to  the  Management  Fee payable hereunder to Pemcorp, the Company
agrees  to  reimburse  Pemcorp  for  all  travelling  and  other direct expenses
actually and properly incurred by any employee or agent of Pemcorp in connection
with  fulfilling  the  duties  and  responsibilities  of  Pemcorp  hereunder.

The Company shall pay such amounts to Pemcorp on a monthly basis, forthwith upon
receipt  of  an  invoice  therefor  plus  all  related  statements and vouchers.

6.        Term  and  Termination
          ----------------------

This Agreement shall be in effect for a term of one year from and after the date
hereof,  unless  terminated  earlier  in  accordance  with  the  terms  of  this
Agreement,  and  shall  be  automatically renewed at the end of each year for an
additional  year  unless  either party gives notice of termination in accordance
with  this  Agreement.

Either  party  may  give to the other party one month's notice in writing of its
intention  to  terminate  this  Agreement.  Upon  the  expiration of one month's
notice,  this  Agreement  and  all  obligations  between  the  parties  shall be
terminated,  except for the Company's obligation to pay any monies due and owing
to  Pemcorp.


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7.        Indemnification
          ---------------

The  Company  hereby  agrees  to  indemnify  and  hold  harmless Pemcorp and its
officers,  directors,  agents,  officers and controlling persons (any and all of
whom  are  referred  to  as an "Indemnified Party") from and against any and all
losses,  claims,  damages  or liabilities, joint and several, and all actions in
respect  thereof  (including,  but  not  limited  to all legal or other expenses
reasonably  incurred  by an Indemnified Party in connection with the preparation
for  or defence of any claim,  action or proceeding, whether or not resulting in
any  liability)  that  were  sustained  or  incurred  by an Indemnified Party in
connection  with  the  performance  in  good faith of the obligations under this
Agreement.

8.        Further  Assurances
          -------------------

The  parties  hall  deliver  to  each other such further documentation and shall
perform  such further acts as and when the same may be required to carry out and
give  effect  to  the  terms  and  intent  of  this  Agreement.

9.        Notices
          -------

All  notices  given  in  connection  with this Agreement shall be in writing and
shall be personally delivered by a duly authorized representative to the parties
at  the addresses set out above.  Any such notices personally delivered shall be
deemed  delivered  on  the  day  of  delivery.  Any  party hereto may change its
address  for  service  by  notice  in  writing  to  the  other  parties  hereto.

10.       Waiver  and  Amendment
          ----------------------

This  Agreement  may  only  be amended by further written agreement executed and
delivered  by  all of the parties.  No waiver or consent by a party of or to any
breach  or  default  by  any  other party shall be effective unless evidenced in
writing,  executed  and  delivered  by the party so waiving or consenting and no
waiver or consent effectively given as aforesaid shall operate as a waiver of or
consent to any further or other breach of default in relation to the same or any
other  provision  of  this  Agreement.

11.       Assignment
          ----------

This  Agreement may not be assigned by Pemcorp without the prior written consent
of  the  Company.

12.       Entire  Agreement
          -----------------

This Agreement contains the entire agreement among the parties pertaining to the
subject matter hereof, and supersedes and replaces all previous written and oral
agreements  among  the  parties  with  respect  to  the  subject  matter hereof.

13.       Enurement
          ---------

This  Agreement  shall  enure  to  the  benefit  of  the  parties  hereto, their
respective  successors,  personal  representatives,  executors  and  permitted
assigns.


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14.       Governing  Law
          --------------

This  Agreement shall be governed by and interpreted in accordance with the laws
of  the  Province  of  British  Columbia,  Canada.


IN WITNESSETH WHEREOF this Agreement has been executed on the date first written
above.


PEMCORP  MANAGEMENT  INC.

As  per

  /s/  Leonard  Petersen
---------------------------
Authorized  Signatory


COAST FALCON RESOURCES LTD.

As  per:

  /s/  Vernon  Meyer
---------------------------
Authorized  Signatory


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