Filed by Automated Filing Services Inc. (604) 609-0244 - Gilder Enterprises, Inc. - Exhibit 10.2






MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT 



THIS AGREEMENT made as of the 1st day of April 2004.



BETWEEN:


      GILDER ENTERPRISES INC., a company 

       incorporated under the laws of the 

       State of Nevada 

      (Herein referred to as “Gilder” or
  the “Company”) 


AND:


      ANGUS CONSULTING INC., of

        3639 Garibaldi Drive 

        North Vancouver, British Columbia, Canada 

      (Herein referred to as “Angus Management”)


 WHEREAS:

	A.	 Angus Management, a company incorporated under the laws of the Province
      of British Columbia, maintains an office with administration services, including
      telephone, fax and computer services; 
	 	 
	B.	 Joseph Bowes, an employee of Angus Management, has business and management
      expertise relevant to Gilder’s business; 
	 	 
	C.	 Gilder requires management and administrative services, project management
      services and office administration services including, telephone, fax and
      computer services, and wishes to retain Angus Management to provide same.
    


NOW THEREFORE THIS AGREEMENT WITNESSES that the parties agree as follows:


	1.	SERVICES AND SCOPE OF WORK  


Angus Management will:

	 	(a)	 Provide the services of Joseph Bowes as President of Gilder to carry
      out the management and direction of the business of the Company, including
      retaining appropriate consultants, and managing, supervising and coordinating
      the business activities carried out by Gilder (the “Management Services”);
      and 
	 	(b)	 Provide office administration services including telephone, fax and computer
      services related to the Management Services (the “Administrative Services”).
    
	 	 	 
	2.	 TERM 


The Term of this Agreement shall be for a period of two years commencing April
  1, 2004 and ending March 30, 2006. 







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	3.	COMPENSATION


 In consideration of Angus Management providing the above Management Services
  and Administrative Services, Gilder agrees to pay to Angus Management a consulting
  fee in the amount of US $900.00 per month payable on the 1st day
  of each month. It is understood that the Management Services to be provided
  by Bowes on behalf of Angus Management to Gilder will account for approximately
  15% of Bowes's business time. It is further agreed that, in the event that Bowes
  is required to spend more than 15% of his business time in providing the Management
  Services, the consulting fee above will be increased to an amount equal to the
  fair market value of Bowes's services.

	4.	EXPENSES


It is understood and agreed that Angus Management will incur out-of-pocket
  expenses in connection with rendering the services provided for under this Agreement,
  including expenses related to travel. Apart from incidental parking, photocopying
  and long distance telephone charges related directly to the services provided,
  any travel and other expenses shall be as agreed with Gilder in advance. To
  the extent that convenient arrangements cannot be made to have such expenses
  paid directly by the Company, they will be invoiced by Angus Management to Gilder
  at cost.

	5.	CONFIDENTIAL INFORMATION 


 Angus Management covenants and agrees that it shall not disclose to anyone
  any confidential information with respect to the business or affairs of Gilder,
  except as may be necessary and in the best interests of Gilder or as required
  by a court or legal tribunal of competent jurisdiction. This obligation shall
  survive the expiry of this Agreement. 

	6.	TERMINATION OF SERVICES 


 The parties agree that Angus Management’s services under this Agreement
  may be terminated as follows: (a) by Gilder upon giving 30 days written notice
  of termination to Angus Management, or (b) with the mutual written consent of
  both Gilder and Angus Management. 

	7.	SEVERABILITY 


In the event that any provision or part of this Agreement shall be deemed to
  be null and void by a Court of competent jurisdiction, the remaining provisions
  or parts shall remain in full force and effect.

	8.	TERMINATION OF PRIOR MANAGEMENT SERVICES AGREEMENT 


 It is explicitly agreed between the parties that this Agreement will replace
  and supercede the pre-existing July 1, 2002 Management Services Agreement between
  the parties, which is herewith terminated and of no further force or effect.








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	9. 	ENTIRE AGREEMENT 


 This Agreement constitutes the entire Agreement between the parties with respect
  to the retaining by Gilder of Angus Management, and any and all previous agreements,
  written or oral, express or implied, between the parties relating to the retaining
  of Angus Management by Gilder, are terminated. 

	10.	MODIFICATION OF AGREEMENT 


  Any modification to this Agreement must be agreed in writing and signed
  by the parties or it shall have no effect and shall be void. 

	11.	HEADINGS 


The headings used in this Agreement are for convenience only and are not to
  be construed in any way as additions or limitations of the covenants and agreements
  contained in it. 


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.


 GILDER ENTERPRISES INC.

 Per: /s/ Joseph Bowes 

  Joseph Bowes, President 

  Authorized Signatory 


ANGUS CONSULTING INC.


 Per: /s/ Joseph Bowes 

  Joseph Bowes, President 

  Authorized Signatory