Unassociated Document


     

    
      
         

        MANAGEMENT
          AGREEMENT

        


        THIS
          MANAGEMENT AGREEMENT (the “Agreement”) is entered into as of October 24, 2007
          (the “Effective Date”) by and between DRIFTWOOD VENTURES, INC., a Nevada
          corporation (the “Company”), and TRINAD MANAGEMENT, LLC, a Delaware limited
          liability company (the “Manager”).

        


        WITNESSETH:

        


        WHEREAS,
          pursuant to this Agreement the Company shall utilize the Manager’s services on
          an ongoing basis for certain management services from the Effective Date
          and
          continuing until the expiration or termination of this Agreement pursuant
          to the
          terms contained herein.

        


        NOW
          THEREFORE, in consideration of the foregoing and of the covenants herein,
          it is
          mutually agreed as follows:

        


        
          	
                  1.
                     

                	
                  The
                    Company hereby retains Manager and Manager agrees to provide
                    the Company
                    with management services (the “Management Services”) under and subject to
                    all of the terms, conditions and provisions
                    hereof.

                


        

        


        
          	
                  2.
                     

                	
                  The
                    Management Services shall consist of certain management services,
                    including, without limitation the sourcing, structuring and negotiation
                    of
                    a potential business combination transaction involving the
                    Company.

                


        

        


        
          	
                  3.
                     

                	
                  The
                    Manager shall provide such Management Services pursuant to the
                    terms and
                    conditions hereof. The Manager will provide the Management Services
                    hereunder with the same care and diligence that it would exercise
                    in the
                    performance of such services for its own
                    operations.

                


        

        


        
          	
                  4.
                     

                	
                  As
                    compensation for the Management Services provided pursuant to
                    this
                    Agreement, the Company agrees to pay the Manager a fee (the “Management
                    Fee”) of $90,000 per calendar quarter, plus reimbursement of all
                    expenses
                    reasonably incurred by the Manager in connection with the provision
                    of the
                    Management Services. The Management Fee shall be payable in advance
                    at the
                    beginning of each quarter.

                


        

        


        
          	
                  5.
                     

                	
                  It
                    is expressly understood by all parties hereto that during the
                    term hereof,
                    the Manager will diligently devote such time and best efforts
                    as is
                    reasonably required in the performance of the Management Services
                    and will
                    perform the Management Services conscientiously, efficiently
                    and to the
                    best of its ability. Except as otherwise set forth herein or
                    in other
                    agreements with the Company, nothing contained in this Agreement
                    shall
                    preclude Manager from engaging in other business
                    activities.

                


        

        


        
          	
                  6.
                     

                	
                  Subject
                    to Section 7 below, the term of this Agreement will commence
                    on the
                    Effective Date and will continue for a period of five (5) years.
                    

                


        

         

        
          	
                  7.
                     

                	
                  (a)
                    The parties hereto may terminate this Agreement at any time by
                    mutual
                    written agreement.

                


        

         

        
          	
                   

                	
                  (b) The
                    Company may terminate this Agreement effective immediately by
                    (i) giving
                    written notice of termination to the Manager, and (ii) concurrently
                    therewith, making payment of a termination fee of $1,000,000
                    to the
                    Manager.

                


        

         

        
          	
                   

                	
                  (c) Either
                    party may terminate this Agreement effective immediately by giving
                    written
                    notice of termination to the other party hereto only in the event
                    that
                    such other party shall default in any material respect in the
                    performance
                    of any duty or obligation imposed upon it by this
                    Agreement

                


        

         

        
          	
                   

                	
                  (d) Upon
                    the termination of this Agreement in accordance with the terms
                    hereof,
                    except as set forth in this Agreement, neither party hereto shall
                    have any
                    further obligation or liability to the other party hereunder.
                    The
                    following provisions of this Agreement shall survive such termination
                    or
                    expiration of this Agreement: Sections 7(d), 9, 10, 11, 12, 13
                    and 17.
                    Upon termination of this Agreement for any reason, the Manager
                    shall
                    deliver to the Company all records, contracts, agreements and
                    other
                    papers, documents or other materials which pertain to the Company’s
                    business and activities associated
                    therewith.

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  8.
                     

                	
                  This
                    Agreement may not be assigned by the Manager without the prior
                    written
                    approval of the Company.

                


        

        


        
          	
                  9.
                     

                	
                  The
                    Manager shall not have or claim at any time, by virtue of its
                    performance
                    hereunder, any right, title or interest in any trade name, trademark,
                    copyright or other similar rights or in any property or other
                    tangible or
                    intangible assets of any type owned by the Company and shall
                    not have or
                    claim at any time any right, title or interest in any other material,
                    matter or asset of any sort prepared for or used in connection
                    with the
                    Company’s business or promotion.

                


        

        


        
          	
                  10.
                     

                	
                  The
                    Manager expressly agrees that all books and records relating
                    in any manner
                    whatsoever to the Company’s business and all other files, books and
                    records and other material owned by the Company or used by it
                    in
                    connection with the conduct of its business, whether prepared
                    by Manager’s
                    personnel, contract employees or otherwise coming into Manager’s
                    possession (collectively, the “Proprietary Information”), shall be the
                    exclusive property of the Company, regardless of who actually
                    prepared the
                    Proprietary Information. All such books and records and other
                    materials
                    shall be returned immediately to the Company upon termination
                    of Manager’s
                    services. The Manager agrees that it shall not disclose, transfer,
                    use,
                    copy, or allow access to any such Proprietary Information to
                    any employees
                    or to any third parties, except for those who have a need to
                    know such
                    Proprietary Information in order to accomplish the requirements
                    of this
                    Agreement and who are bound by contractual obligations of confidentiality
                    and limitation of use sufficient to give effect to this Section
                    10. In no
                    event shall the Manager disclose any such Proprietary Information
                    to any
                    competitors of the Company.

                


        

         

        
          	
                  11.
                     

                	
                  (a)
                    The Company shall indemnify and hold harmless the Manager and
                    its
                    officers, directors, stockholders and employees against all third
                    person
                    claims, liabilities, losses, costs and expenses (including reasonable
                    legal and accounting fees) whether or not covered by insurance,
                    caused or
                    asserted to have been caused, directly or indirectly, by or as
                    a result of
                    (i) any acts or omissions of the Company and its employees or
                    (ii) any
                    breach of or failure to perform any obligation under this Agreement
                    by the
                    Company and/or its agents, employees and/or subcontractors (other
                    than the
                    Manager), except to the extent caused by the bad faith, gross
                    negligence,
                    willful misconduct or fraud of the
                    Manager.

                


        

         

        
          	
                   

                	
                  (b) 
                    The Manager shall indemnify and hold harmless the Company and
                    its
                    officers, directors, partners and employees against all third
                    person
                    claims, liabilities, losses, costs and expenses (including reasonable
                    legal and accounting fees) whether or not covered by insurance,
                    caused or
                    asserted to have been caused, directly or indirectly, by or as
                    a result of
                    (i) any acts or omissions of the Manager and its employees or
                    (ii) any
                    breach of or failure to perform any obligation under this Agreement
                    by the
                    Manager and/or its agents, employees and/or subcontractors, except
                    to the
                    extent caused by the bad faith, gross negligence, willful misconduct
                    or
                    fraud of the Company.

                


        

         

        
          	
                  12.
                     

                	
                  Any
                    notice required or permitted to be given under this Agreement
                    by one party
                    hereto to the other shall be in writing and shall be deemed to
                    have been
                    given as of the second business day following the date of mailing
                    if
                    mailed to the party to whom notice is to be given, by first class
                    mail,
                    registered or certified, postage prepaid and properly addressed
                    as
                    follows:

                


        

         

        
          	
                   

                	
                  To
                    the Manager:

                	
                  TRINAD
                    MANAGEMENT, LLC

                
	
                   

                	
                   

                	
                  2121
                    Avenue of the Stars, Suite 2550

                
	
                   

                	
                   

                	
                  Los
                    Angeles, CA 90067

                
	
                   

                	
                   

                	
                  Attention:
                    Robert Ellin

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  To
                    the Company:

                	
                  DRIFTWOOD
                    VENTURES, INC.

                
	
                   

                	
                   

                	
                  2121
                    Avenue of the Stars, Suite 2550

                
	
                   

                	
                   

                	
                  Los
                    Angeles, CA 90067

                
	
                   

                	
                   

                	
                  Attention:
                    Charles Bentz

                


        

         

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

         

        or
          such
          other addresses as the respective parties may in writing to the other
          designate.

        


        
          	
                  13.
                     

                	
                  If
                    a proceeding is brought for the enforcement of this Agreement,
                    or because
                    of an alleged dispute, breach, default or misrepresentation in
                    connection
                    with any of the provisions of this Agreement, the successful
                    or prevailing
                    party or parties shall be entitled to recover reasonable attorneys’ fees
                    and other costs incurred in connection with that action or proceeding,
                    in
                    addition to any other relief to which such party or parties may
                    be
                    entitled.

                


        

         

        
          	
                  14.
                     

                	
                  The
                    parties hereto agree that this Agreement constitutes the entire
                    and
                    exclusive agreement between them pertaining to the subject matter
                    contained herein, and supersedes all prior or contemporaneous
                    agreement
                    oral or written, conditions, representation, warranties, proposals
                    and
                    understandings of the parties pertaining to such subject
                    matter.

                


        

        


        
          	
                  15.
                     

                	
                  The
                    provisions of this Agreement inure to the benefit of and are
                    binding on
                    the successor and assigns of the Company and the successor and
                    assigns of
                    Manager. The terms and provisions of this Agreement may be modified
                    or
                    amended only by written agreement executed by all parties hereto.
                    The
                    terms and provisions of this Agreement may be waived, or consent
                    for the
                    departure therefrom granted. No such waiver or consent shall
                    be deemed to
                    be or shall constitute a waiver or consent with respect to any
                    other terms
                    or provisions of this Agreement, whether or not similar. Each
                    such waiver
                    or consent shall be effective only in the specific instance and
                    for the
                    purpose for which it was given, and shall not constitute a continuing
                    waiver or consent.

                


        

        


        
          	
                  16.
                     

                	
                  Should
                    any paragraph or provision of this Agreement be held to be void,
                    invalid
                    or inoperative, it shall not affect any other paragraph or provision
                    herein, and the remainder of this Agreement shall be effective
                    as though
                    such void, invalid or inoperative paragraph or provision had
                    not been
                    contained herein.

                


        

        


        
          	
                  17.
                     

                	
                  This
                    Agreement shall be governed by the laws of the State of
                    California.

                


        

        


        [Signature
          Page Follows]

        


        
          
             

          

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

         

        TRINAD
          MANAGEMENT, LLC

        
          	 	 	
                   

                
	 	 	
                   

                
	
                  By:

                	 	
                   

                
	 	
                  /s/
                    Jay Wolf
                    
                    

                  

                  Name:
                    Jay Wolf

                	
                   

                
	 	
                  Title:
                    Director

                	
                   

                


        

         

         

        DRIFTWOOD
          VENTURES, INC.

        
          	 	 	
                   

                
	 	 	
                   

                
	
                  By:

                	 	
                   

                
	 	
                  /s/
                    Charles Bentz
                    
                    

                  

                  Name:
                    Charles Bentz

                	
                   

                
	 	
                  Title:
                    Chief Financial Officer

                	
                   

                


        

         

        
          
             

          

          
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