Exhibit
      10.1

     

     

    Management
      Agreement of

     

    Jason
      S. Lewis and Capital Resource Funding, Inc.


     

    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (this “Agreement”) dated this 3nd
      day of
      January, 2006, (the "Effective Date"), by and between CAPITAL RESOURCE
      FUNDING,
      Inc.,
      a North
      Carolina corporation with offices in Cornelius, North Carolina (the “Company”),
      and JASON S. LEWIS, a resident of North Carolina (the “Executive”).

    


    W
      I T N E S S E T H :

    


    WHEREAS,
      the Company is engaged in and seeks to expand its business in the business
      plan
      consulting industry, and the Executive has substantial experience in managing
      and operating businesses and as a senior management executive that would be
      very
      beneficial to the Company’s operations and future prospects;

    


    WHEREAS,
      the Company believes its progress and its prospects for future development
      and
      growth would be significantly enhanced if the Executive were to serve as the
      Company’s Executive Vice President;

    


    WHEREAS,
      the Board of Directors of the Company (the “Board”) has authorized this
      Agreement with the Executive and has approved its terms and conditions, all
      of
      which the Board has found to be reasonable, proper, and in the best interest
      of
      the Company;

    


    WHEREAS,
      the Company and the Executive desire to set forth the terms and conditions
      pursuant to which the Executive will be employed by the Company;
      and

    


    WHEREAS,
      the Executive is willing to be employed by the Company pursuant to the terms
      and
      conditions set forth herein;

    


    NOW
      THEREFORE, in consideration of the foregoing premises and of the mutual
      covenants and undertakings contained herein, the parties to this agreement
      hereby agree as follows:

    


    ARTICLE
      I

    


    EMPLOYMENT
      DUTIES AND COMPENSATION

    


    1.01 
(a) 
Initial
      Terms of Employment and Duties. The
      Company and the Executive hereby agree that for a twelve (12) month period
      beginning on the Effective Date, the Company shall employ the Executive as
      its
      Executive Vice President and the Executive shall perform services for the
      Company at the Company’s headquarters location or home office. The last day of
      such twelve (12) month period shall be the "Termination Date" for purposes
      of
      this Agreement.

    


         
      (b) 
Renewal
      of Term. Unless
      the Company shall have given the Executive written notice at least 180 days
      prior to the Termination Date, this Agreement shall renew and continue in effect
      for additional one-year periods (and all provisions of this Agreement shall
      continue in full force and effect), and each successive anniversary from such
      original Termination Date shall thereafter be designated as the “Termination
      Date” for all purposes under this Agreement, provided, however, that the Company
      may, at its election at any time after the expiration of the initial term of
      this Agreement, give the Executive notice of termination, in which event the
      Executive shall continue to receive, as severance pay, his base salary, if
      any,
      and benefits set forth in Paragraphs (d) and (f) below for 12 full months
      following such notice of termination. During such 12-month severance period,
      the
      Board may modify the Executive’s duties as described in Paragraph (c) below
      without triggering the provisions of Section 2.03 below. The Company agrees
      that
      it will not unreasonably withhold any annual renewals of this
      Agreement.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


         
      (c)   
Duties.
      As
      an
      Executive Vice President of the Company, the Executive shall carry out the
      strategic plans and policies as established by the Board of Directors of the
      Company and shall report to the Board of Directors. The Executive’s duties shall
      include but not be limited to the following: 

    


    
      	 	
              (i)
                

            	
              Supporting
                the operations and administration of the Board of Directors by advising
                and informing Board members with regard to the operations of the
                Company
                and interfacing between the Board and the staff of the Company;
                

            


    

    


    
      	 	
              (ii)
                

            	
              Overseeing
                the design, marketing, promotion, delivery, and quality of the Company's
                programs, products, and services; 

            


    

    


    
      	 	
              (iii)
                

            	
              Recommending
                a yearly budget of the new management consulting subsidiary for Board
                approval and prudently managing the Company’s resources within those
                budgetary guidelines according to current laws and regulations;
                

            


    

    


    
      	 	
              (iv)
                

            	
              Effectively
                managing the human resources of the new subsidiary according to authorized
                personnel policies and procedures that fully conform to current laws
                and
                regulations; 

            


    

    


    
      	 	
              (v)
                

            	
              Identifying
                and researching potential sources of capital and establishing strategies
                to obtain funding from such sources; and


            


    

    


    
      	 	
              (vi)
                

            	
              assuring
                that the Company and its mission programs, products, and services
                are
                consistently presented in strong, positive image to relevant
                stakeholders.

            


    

    


    As
      an
      Executive Vice President of the Company, the Executive shall be entitled to
      exercise all rights and power and shall have all the privileges and authorities
      commensurate with his offices, including without limitation:

    


    
      	 	
              (i)
                

            	
              The
                full authority for the operations and conduct of the business of
                the
                Company subject to President’s approval;


            


    

    


    
      	 	
              (ii)
                

            	
              General
                decision-making authority with respect to the day-to-day operations
                of the
                business of the Company, subject to President’s approval;
                

            


    

    


    
      	 	
              (iii)
                

            	
              The
                engagement, retention, and termination of employees and independent
                contractors of the Company, the setting of the compensation and other
                material terms of employment or engagement of employees and independent
                contractors and the establishment of work rules for employees subject
                to
                President’s approval; and 

            


    

    


    
      	 	
              (iv) 

            	
              The
                initiation, development, and implementation of new business, subject
                only
                to the supervision of the President Board. The Executive shall render
                his
                services thereunder in the headquarters city (or other headquarters
                location approved by the Board) subject to such reasonable travel
                as may
                be required to perform his duties hereunder. The Executive shall
                devote
                such time as is required to perform his services
                hereunder.

            


    

    


    Compensation
      and Expenses. As
      soon
      as practicable following the execution of this Agreement, the Executive shall
      be
      issued One Hundred Thousand (100,000) shares of the Company's Preferred Stock,
      which is convertible into common stock at the rate of one share of preferred
      stock for every ten shares of common stock, for the services rendered pursuant
      to this Agreement. Such shares, when converted, shall have piggy-back
      registration rights on the next registration statement filed by the Company,
      other than registration statements on Form S-8 and S-4. The Executive Vice
      President will also earn a seventy (70%) percent commission on all revenues
      generated by a new management consulting subsidiary, Waypoint Advisors,
      LLC.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    ARTICLE
      II

    


    RIGHTS
      ON TERMINATION OF EMPLOYMENT

    


    2.01 
Right
      to Terminate Employment. At
      any
      time subsequent to the closing of a Qualified Financing, the Executive may,
      at
      his option, terminate his employment under this Agreement upon not less than
      60
      days’ written notice to the Board of Directors of the Company given at any time.
      In the event of the termination of this Agreement by the Executive, the
      Executive shall be entitled to: 

    


    
      	 	
              (i) 

            	
              exercise
                during the 90-day period following the Executive's termination, any
                unexercised stock options that are vested as of the date of termination.
                Other than the foregoing, the Executive shall be entitled to no further
                compensation of any kind after the date of termination.
                

            


    

    


    2.02 
Rights
      Upon Termination of Employment Without Cause Prior to the
      Termination:

         
      The Company may terminate the Executive’s services without Cause (as defined in
      Section 4.20 below) by delivering written notice of such termination to the
      Executive. In addition, any:

    


    
      	 	
              (i) 

            	
              Material
                change of the Executive’s title, responsibilities, or authority by the
                Board without the Executive’s concurrence which is not cured within 30
                days after notice by the Executive,

            


    

    	(ii)      
             	
            Material
              breach by the Company of this Agreement which continues for 30 days
              after
              notice by the Executive, or

          


    	(iii)      
             	
            a
              change in control of the Company that is required to be reported by
              the
              Company on Form 8-K, 

          


    


    shall
      be
      deemed termination by the Company without Cause. In the event of termination
      pursuant to clauses (i), (ii), or (iii) of the preceding sentence, the Executive
      shall be entitled to give notice of termination, which notice shall have the
      same effect as a notice delivered by the Company.

    


    2.04 
Right
      Upon Termination of Employment for Cause

         
      The Company shall have the right at any time, by giving written notice to
      Executive to terminate Executive’s employment for Cause. Cause shall be deemed
      to have occurred if the Executive is convicted of a felony or a crime involving
      fraud, gross negligence, or significant mismanagement of the business. Upon
      such
      termination for Cause, Executive shall be paid his current monthly salary and
      any bonuses earned up to that point, and Executive may exercise any unexercised
      options or warrants that are vested. Executive shall forfeit all unexercised
      options not then vested.

    


    2.05 
Beneficiaries
      of Payments 

         
      If the Executive shall die before receiving all payments to be made by the
      Company to him pursuant to any of the provisions of this Agreement, all such
      payments or any remaining payments, as the case may be, shall be made by the
      Company to such beneficiary or beneficiaries as the Executive may designate
      from
      time to time by notice in writing filed with the Company, or if the Executive
      shall fail or fail effectively to designate a beneficiary, or if no beneficiary
      shall survive the date when the last payment is to be made, any remaining
      payments shall be made to the Executive’s estate.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    ARTICLE
      III

    


    PROTECTIONS/CONFIDENTIALITY

    


    3.01
       
      Covenants
      Regarding Protections:

          
      The Executive hereby agrees and covenants to the following:

    


    (a)  
      Solicitation
      of Customers and Registered Primary Vendors:

    During
      the term of this Agreement and for a period of six months following the
      termination of this Agreement by either party (other than a termination of
      this
      Agreement by the Company’s failure to renew it pursuant to Section 1.01(b)
      above), the Executive hereby agrees not to solicit or contact in any manner
      that
      could be reasonably construed as a solicitation, any past or current customer
      or
      registered primary vendor of the Company for purposes of encouraging such
      customer to refrain from purchasing products or services from the Company or
      for
      purposes of encouraging such vendor to refrain from providing services or
      selling products to the Company. Notwithstanding the above, if the Executive
      should leave the Company and join a competitive company, it is recognized by
      the
      parties that the industry utilizes a variety of marketing and sales techniques
      such as direct mail, telemarketing, advertising, etc., and the customer might
      be
      contacted by the Company that the Executive joins as a matter of course, and
      in
      this event this practice would not be considered a violation of this
      Agreement.

    


    (b)  
      Solicitation
      of Executives: 

    During
      the term of this Agreement and for a period of six months following the
      termination of this Agreement by either party (other than a termination of
      this
      Agreement by the Company’s failure to renew it pursuant to Section 1.01(b)
      above), the Executive hereby agrees not to employ, either directly or indirectly
      through any entity in which the Executive is an executive officer, and agrees
      not to solicit, or contact in any manner that could reasonably be construed
      as a
      solicitation, any executive officer or director of the Company for purposes
      of
      encouraging such person to leave or terminate his employment with the
      Company.

    


    3.02 
Confidentiality;
      Competitive or Personal Disparagement:

         
      The Executive and the Company hereby agree that neither will, during the term
      of
      the Executive’s employment or at any time following the termination hereof for
      any reason, do or cause to have done any of the following:

    


    
      	 	
              (i)

            	
              Without
                the prior written consent of the other party, use for its own purposes
                or
                disclosure to any person or other entity any confidential and/or
                proprietary information of the Company or the Executive;
                and

            


    

    


    
      	 	
              (ii)

            	
              Each
                party agrees that it will not disparage the other
                party.

            


    

    


    3.03         
      Enforcement:

        
      The Executive and the Company recognize that the provisions of this Agreement
      are vitally important to the continuing welfare of the Company and the Executive
      and that money damages constitute an inadequate remedy for any violation
      thereof. Accordingly, in the event of any such violation by the Executive or
      the
      Company, the Company or the Executive, in addition to any other remedies it
      may
      have, shall have the right to institute and maintain a proceeding to compel
      specific performance thereof or to issue an injunction restraining any action
      by
      the Executive or the Company in violation of the Agreement. 

    


    ARTICLE
      IV

    


    4.01 
Indemnifications:

        
      The parties agree that the Executive shall be indemnified by the Company against
      any liability asserted against the Executive (and expenses, including without
      limitation, reasonable attorney’s fees, court costs, and other legal expenses
      incurred in connection therewith) by reason of his position with the Company
      or
      any subsidiary to the full extent a North Carolina corporation may indemnify
      an
      officer or director under the North Carolina General Corporate Law.

    


    4.02 
No
      Obligation to Mitigate Damages:

        
      In the event of a termination of employment upon a change in control, the
      Executive shall not be required to mitigate damages by seeking other
      employment.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    4.03 Arbitration
      and Remedies:

     

    (a) All
      disputes, differences, or questions between the parties concerning the
      construction, interpretation, and effect of the Agreement, or the rights,
      obligations, and liabilities of the parties, and which have as their sole remedy
      monetary damages, will be settled by arbitration in the City of Charlotte,
      North
      Carolina, or such other place as the parties may mutually agree. In the case
      of
      a dispute, difference, or question, one party shall appoint its arbitrator
      and
      shall notify the other party in writing (the “Arbitration Notice”) of the
      appointment and the matter to be determined. If the party receiving the
      arbitration notice fails to appoint an arbitrator and notify the first party
      of
      such appointment for 15 days after receipt of such notice, the decision of
      the
      arbitrator appointed by the first of the parties shall be final and binding
      on
      both of the parties hereto. If two arbitrators are appointed, they shall meet
      within 30 days after appointment of the second arbitrator. If they do not agree
      as to their decision, they shall choose a third arbitrator, failing which,
      third
      arbitrator shall be selected in accordance with the rules of the American
      Arbitration Association. The arbitration shall be held as promptly as possible
      at such time and place in the designated city as the arbitrators may determine.
      The decision of the arbitrators so appointed, or a majority of them, will be
      final and binding upon the parties hereto. Judgment upon the award may be
      entered in any court having jurisdiction, or application may be made to such
      court for judicial acceptance of the award and an order to enforce, as the
      case
      may be. If the arbitrator appointed refuses to act, is incapable of acting,
      or
      dies, a substitute for him shall be appointed in the manner provided
      above.

    


    (b) Each
      of
      the parties to the Agreement will be entitled to enforce its rights under the
      Agreement specifically, to recover damages by reason of any breach of any
      provision of this Agreement and to exercise all other rights existing in its
      favor. The parties hereto agree and acknowledge that money damages may not
      be an
      adequate remedy for any breach of the provisions of the Agreement and that
      any
      party may, in its sole discretion, apply for specific performance and/or
      injunctive relief in either a federal or state court to enforce or prevent
      any
      violations of the provisions of this Agreement.

    


    4.04 
Legal
      Cost and Indemnification:

         
      The Company shall pay the Executive all legal fees and expenses incurred by
      him
      as a result of his termination without Cause or Disability, including but not
      limited to, all such fees and expenses, if any, incurred in contesting or
      disputing any such termination or in seeking to obtain or enforce any right
      or
      benefit provided in this Agreement through legal process or arbitration, if
      the
      Executive shall be wholly successful on the merits, such amounts not to exceed
      any court-directed maximum.

    


    4.05 
Notices:

         
      (a) Any
      notice to be given concerning this Agreement shall be given in writing and
      either (i) sent by certified or registered mail, return receipt requested,
      postage prepaid; or (ii) hand-delivered to the recipient personally. In the
      case
      of notice sent by mail, the date of the giving of the notice shall be deemed
      to
      be (i) the date of the postmark of the executed return receipt or (ii) the
      date
      of actual receipt if not postmarked by the United States Postal Service. In
      the
      case of notice being hand-delivered, a written dated receipt shall be given
      therefor. Hand-delivery of any notice to the Company shall be delivered to
      the
      Company’s chief financial officer personally.

    


         
      (b) Notice
      shall be sent as follows:

    


    If
      to the
      Executive:  JASON
      LEWIS

                                                                  
      2622
      Black Cherry Dr. 

                                                                   Charlotte,
      NC 28262

    


    If
      to the
      Company:  CAPITAL
      RESOURCE FUNDING, INC.

                                                                  
      2212
      Lantern Way Circle 

                                                                  
      Cornelius,
      North Carolina 28031

    


    (c) By
      giving
      notice to all other parties, any party may, from time to time, designate a
      different address to which notice by mail to such party shall be
      sent.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    4.06 
Successors
      and Assigns; Survival in Case of Merger:

         
      (a) This
      Agreement is intended to bind and inure to the benefit of, and be enforceable
      by, the Executive and the Company and their respective successors and
      assigns.

    


          
      (b) Without
      limiting the effect of the foregoing, this Agreement and all of its terms shall
      survive, and be enforceable by the Executive, notwithstanding any merger,
      consolidation, combination, or reorganization of the Company with or into any
      other entity or person (“Surviving Entity”), including but not limited to any
      other corporation, partnership, or other similar organization, whether or not
      the Company is the Surviving Entity of such merger, consolidation, combination,
      or reorganization. The Surviving Entity shall be bound by this Agreement to
      the
      same extent as if such Surviving Entity had entered into the Agreement with
      the
      Executive on the Effective Date.

    


           
      (c) As
      a
      condition of any merger, consolidation, combination, or reorganization of the
      Company as discussed in Section 4.06(b) above, the Company agrees to include,
      as
      a condition of consummation of such merger, consolidation, combination, or
      reorganization, an undertaking by the Surviving Entity, pursuant to which the
      Surviving Entity shall agree in writing to be bound by this
      Agreement.

    


    4.07 
Amendment;
      Waiver:

         
      No amendment or other modification of this Agreement nor any waiver of any
      term
      of this Agreement shall be valid unless it is in writing and signed by the
      party
      against whom enforcement of the amendment, modification, or waiver is sought.
      No
      waiver by any party of the breach of any term contained in this Agreement,
      whether by conduct or otherwise, in any one or more instances, shall be deemed
      to be or construed as a further or continuing waiver of any such breach of
      any
      other term of this Agreement.

    


    4.08 
Further
      Assurances:

         
      Each party hereto agrees to perform any further acts and to execute and deliver
      any further documents mutually agreed to in writing that may be reasonably
      necessary to carry out the provisions of this Agreement.

    


    4.09
       
      Severability:

          
      In the event that any of the provisions, or portions thereof, of this Agreement
      are held to be unenforceable or invalid by any court of competent jurisdiction,
      the validity and enforceability of the remaining provisions, or portions
      thereof, shall not be affected thereby. 

    


    4.10 
Construction:

         
      Whenever used herein, the singular number shall include the plural, and the
      plural number shall include the singular.

    


    4.11 
Gender:

         
      Any references hereto to the masculine gender, or to the masculine form of
      any
      noun, adjective, or possessive, shall be construed to include the feminine
      or
      neuter gender and form, and vice versa.

    


    4.12 
Headings

         
      The headings contained in this Agreement are for purposes of reference only
      and
      shall not limit or otherwise affect the meaning of any of the provisions
      contained hereof.

    


    4.13 
Multiple
      Counterparts:

         
      This agreement may be executed in multiple counterparts, each of which shall
      be
      deemed to be an original but all of which together shall constitute one and
      the
      same instrument.

    


    4.14 
Governing
      Law:

         
      THIS AGREEMENT HAS BEEN EXECUTED IN AND SHALL BE GOVERNED BY THE LAWS OF THE
      STATE OF NORTH CAROLINA AND THE OBLIGATIONS OF THE PARTIES HERETO SHALL BE
      PERFORMABLE IN CHARLOTTE, NORTH CAROLINA.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    4.15 
Inurement:

         
      Subject to the restrictions against transfer or assignment as herein contained,
      the provisions of the Agreement shall inure to the benefit of, and shall be
      binding on, the assigns, successors in interest, personal representatives,
      estates, heirs, and legatees of each of the parties thereto.

    


    4.16          
       Waiver:

          
      No waiver of any provision or condition of this Agreement shall be valid unless
      executed in writing and signed by the party to be bound thereby and then only
      to
      the extent specified in such waiver. No waiver of any provision or condition
      of
      this Agreement shall be construed as a waiver of any other provision or
      condition of this Agreement and no present waivers of any provision or condition
      of this Agreement shall be construed as a future waiver of such provision or
      condition.

    


    4.17 
Entire
      Agreement: 

         
      This Agreement contains the entire understanding between the parties hereto
      concerning the subject matter contained herein.

    


     

    IN
      WITNESS WHEREOF, the parties to the Agreement have set their respective hands
      hereto as of the date first written above.

    


    EXECUTIVE
      VICE PRESIDENT

    JASON
      S.
      LEWIS

     

               
      By: /s/ Jason S. Lewis 

                                            
       Jason
      S.
      Lewis      

    


    THE
      COMPANY

    Capital
      Resource Funding, Inc.

    


    By:
      /s/ David Koran

         
      David Koran

                                                                                 
      President

     

     

    
      
         

      

      
        7