EXHIBIT 10.2

                          Management Services Agreement

                                 By and between

         Azonic Corporation and Simmonds Mercantile and Management Inc.

This Management  Services Agreement (this "Agreement") made as of the 1st day of
October  2004,  by  and  between   AZONIC   CORPORATION  a  Nevada   Corporation
(hereinafter  "the  Company'") and SIMMONDS  MERCANTILE  AND MANAGEMENT  INC., a
corporation  incorporated under the laws of the province of Ontario (hereinafter
the "Provider").

WHEREAS,  the  Company  has the  need  for  certain  executive,  accounting  and
financial reporting,  corporate  secretarial,  human resources and other general
management and  administrative  services  relating to its operations,  including
personnel services, finance, accounting, and investor relations; and

WHEREAS,  the  Provider  has agreed to provide such  executive,  accounting  and
financial reporting,  corporate  secretarial,  human resources and other general
management and  administrative  services  relating to its operations,  including
personnel services, finance, accounting, and investor relations; and

WHEREAS,  the Company has agreed to reimburse  the Provider for the cost of such
executive,  accounting and financial  reporting,  corporate  secretarial,  human
resources and other general management and  administrative  services relating to
its operations,  including personnel services, finance, accounting, and investor
relations; and

NOW,  THEREFORE,  for and in  consideration  of the  forgoing  and the terms and
conditions contained hereinafter, the parties hereto agree as follows:

1.0 Term.

The initial term of this Agreement shall be for a 2 (two) year period  beginning
and  effective  upon the  closing of the  purchase  of certain  assets  from the
Filippo Guani Revocable Trust (the "Initial Term"); provided,  however, that the
Company or the Provider may terminate  this Agreement for cause at any time. The
Company may also terminate this Agreement without cause on 90 days prior written
notice,  provided  that the Company will be obligated to pay the lesser of: a) 6
(six) months fees or b) the remainder due under the Initial Term  (provided that
the Company's  failure to renew the Initial Term or any extension  thereof shall
not constitute a termination by the Company for purposes of this sentence). This
agreement will  automatically  renew for successive terms of 1 (one) year unless
60 days prior written  notice is provided to either party of intent to terminate
this agreement.  As used herein, "cause" shall mean either the Company's failure
to timely make the payments  specified  in Section 3.0 hereof or the  Provider's
failure to competently  perform the services specified in Section 2.0 hereof, as
applicable,  in each case after notice from one party to the other setting forth
the grounds on which the initiating party believes that this Agreement should be
terminated for cause and providing the other party with a reasonable opportunity
to cure any such deficiencies to the extent that such deficiencies are curable.

2.0 Services.

     2.1  The  Provider  agrees to provide,  and the  Company  agrees to accept,
          executive,  accounting and financial reporting, corporate secretarial,
          human  resources  and  other  general  management  and  administrative
          services  relating to its operations,  including  personnel  services,
          finance,  accounting,  and investor relations,  described in Exhibit A
          attached  hereto and as otherwise  mutually agreed by the Provider and
          the Company (the "services").

     2.2. If not otherwise agreed,  the specification of particular  methods for
          rendering the Services and the  assignment of personnel  therefor will
          be  determined  by the  Provider in such  manner as in the  Provider's
          judgement  will best serve the  objectives  indicated  by the Company.
          Such  methods  may  include,  but  are  not  limited  to:  (a)  remote
          consulting (by telephone, fax, E-mail, video conferencing,  etc.); (b)

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          written advice; (c) participation in meetings, seminars and workshops;
          (d)  secondment  of employees for specific  activities;  (e) supply of
          technical materials,  studies and other information;  (f) introduction
          to persons,  firms/companies  which may be of interest to the Company;
          and (g) other means mutually agreed upon from time to time.

3.0 Compensation.

In consideration  for the Services,  the Company shall pay the Provider a fee of
$20,000 per month, payable in advance for each calendar month during the Initial
Term or any extension thereof. The Company shall also reimburse the Provider for
its reasonable  out-of-pocket expenses incurred in connection with the Services,
payable upon delivery of the Provider's invoice therefor.

4.0 Obligations.

     4.1  The Company agrees to fully  cooperate with the Provider and to supply
          the  Provider  with any and all  information  reasonably  necessary to
          enable the Provider to perform the Services hereunder, in such form as
          may be  reasonably  requested.  The  Company  will  give the  Provider
          representatives'  free  access to any and all  sources of  information
          reasonably necessary to enable the Provider to satisfactorily  perform
          the  Services;  provided  that the  Provider  shall not, and shall not
          permit any of its  representatives,  employees or agents to,  disclose
          any such information to any third party except to the extent necessary
          to enable  the  Provider  to  perform  the  services  or to the extent
          required by applicable law.

     4.2  The Provider  agrees to fully cooperate with the Company and to supply
          the  Company  with any and all  information  reasonably  necessary  to
          enable the Company to meet its legal and tax requirements.

5.0 Liability.

The Provider  shall have no liability to the Company except to the extent of the
actual damages  (excluding lost profits or special or punitive damages) suffered
by the Company as a direct result of the gross negligence or greater culpability
of the Provider.

6.0 Indemnity.

The Company shall indemnify the Provider and its officers, directors, employees,
independent contractors, agents and representatives, in their capacities as such
(each, an "Indemnified Party"),  against and hold them harmless from and any all
damage,  claim,  loss,  liability and expense  (including,  without  limitation,
reasonable attorneys' fees and expenses) incurred or suffered by any Indemnified
Party arising out of or relating to the Services, except to the extent that such
damage,  claim,  loss,  liability or expense is found in a final non-appeal able
judgement to have  resulted  from the  Provider's  gross  negligence  or willful
misconduct.

7.0 Notices.

All notices and other  communications  given or made pursuant to this  Agreement
shall be in  writing  and shall be (i) sent by  registered  or  certified  mail,
return receipt requested, (ii) hand delivered, (iii) sent by electronic mail, or
(iv) sent by prepaid overnight carrier, with a record of receipt, to the parties
at the following  addresses (or at such other addresses as shall be specified by
the parties by like notice):


(i)      if to the Provider at:
         Simmonds Mercantile and Management Inc.
         13980 Jane Street
         King City, Ontario L7B A3
         Attention:  John G. Simmonds, CEO

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(ii)     if to the Company at:
         Azonic Corporation
         7 Dey Street, Suite 900
         New York, NY 10007
         Attention: Gregory Laborde

Each  notice or  communication  shall be  deemed to have been  given on the date
received.

8.0 Miscellaneous Provisions.

     8.1  This  Agreement  contains  the complete  understanding  of the parties
          hereto and there are no understandings, representations, or warranties
          of any kind,  express or implied not  specifically  set forth  herein.
          This Agreement may be amended only by written documents signed by duly
          authorized representatives of each of the parties hereto.

     8.2  This  Agreement  shall  be  governed,  construed  and  interpreted  in
          accordance with the laws of the State of New York.

     8.3  This  Agreement  may be  executed in  separate  original or  facsimile
          counterparts,  each of which shall be deemed an  original  and both of
          which taken together shall constitute a single agreement.

     8.4  This  Agreement  shall  be for the  benefit  of the  Provider  and the
          Company and shall be binding  upon the  parties  and their  respective
          successors and permitted assigns.

     8.5  Every provision of this Agreement is intended to be severable.  If any
          term or  provision  hereof  is  illegal  or  invalid  for any  reasons
          whatsoever,  such term or  provision  shall be enforced to the maximum
          extent  permitted  by  law  and,  in any  event,  such  illegality  or
          invalidity  shall not  affect the  validity  of the  remainder  of the
          Agreement.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
the day and year first above written.

         AZONIC CORPORATION


         Per:________________________________________
         Gregory Laborde


         SIMMONDS MERCANTILE AND MANAGEMENT INC.


         Per:________________________________________
         John G. Simmonds

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                                   EXHIBIT A

The  Services  to  be  rendered  under  this  Agreement  may  include,   without
limitation, the following:

     1.   Assistance,  advice and support in strategic  policy,  preparation  of
          regular  operating  reviews,  attendance  at  board  meetings  and the
          provision of operations consultancy and support;

     2.   Assistance,    advice   and   support   in   business    organization,
          administration and logistics;

     3.   Assistance,  advice and  support in business  development,  marketing,
          promotion, advertising and investor relations;

     4.   Assistance,  advice  and  support  in human  resources  and  training,
          including  personnel  recruitment,  training and management as well as
          advice and assistance in human resource policies and procedures;  also
          to engage and remunerate  executive,  secretarial,  clerical and other
          non-executive  staff and make them available to the Company.  This may
          include making available the services of existing executive personnel.

     5.   Assistance and advice in financial matters, including access to funds,
          cooperation with banks, cash management and treasury management;

     6.   Assistance,  advice  and  support  in  communications  with the United
          States Securities and Exchange Commission;

     7.   Assistance,  advice and support in negotiating  agreements  with third
          parties;

     8.   Provider  may make  available  to the  Company  the  services  of such
          Provider's  directors or  executives  for any purposes of the business
          including  taking up appointments as directors,  whether  executive or
          non-executive, of the Company.

     9.   Specifically  under this  agreement  the  Provider  will  include  the
          following:

          o    The following  executives and  appropriate  responsibilities  and
               obligations those positions hold:

                Chief Executive Officer                     - John Simmonds
                Chief Financial Officer                     - Gary Hokkanen
                Corporate Secretary                         - Carrie Weiler



Should it be determined that the Company requires  additional services and human
resources,  the Company  and the  Provider  upon  mutual  consent may amend this
Agreement to incorporate any additions and fees associated with the amendments.











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