EXHIBIT
10.01.2  MANAGEMENT
AGREEMENT   AGREEMENTdated as of June 8, 2001, by and
between Praxis Capital Management, LLC, a Delaware limited liability company
(the Management Company), and Praxis Capital Partners, a Delaware limited
liability company (the General Partner).  1.Definitions.  The capitalized termsused without definitionin
this Agreement have the respective meanings specified in the Limited
Partnership Agreement of Praxis Capital Ventures, L.P. (the Fund), dated as
of the date hereof (the Fund Agreement),the Limited Liability Company
Operating Agreement of the General Partner, dated as of the date hereof (the GP
Agreement) and the Limited Liability Company Operating Agreement of the
Management Company, dated as of the date hereof (the Management Company
Agreement), as each may be amended from time to time.  2.Payment
of Expenses. The Management Company agrees to assume and pay all of its own
costs and expenses incurred by it in providing the Services described in Section 4
below. However, the Management Company shall be entitled to be reimbursed for
certain Fund Expenses, incurred at the request of the General Partner, subject
to and in accordance with the terms of Sections 2.4 and 4.3 of the Fund
Agreement. The payment by the Fund of Fund Expenses as provided for in Section 4.2
shall be due and payable on a regular basis as billed. All Fund Expenses paid
by the Fund shall be made against appropriate supporting documentation.  3.Portfolio Company
Remuneration. Any directors fees or other remuneration (whether cash or
otherwise) received from a Portfolio Company by the Management Company or the
General Partner or any of the members, officers, directors, agents or
affiliates thereof shall be remitted to or retained by the Management Company,
but 50%of such fees or remuneration shall be credited
against the Management Fee.  4.Management
Company Duties.  (a)The Management Company
shall manage the day-to-day business and affairs of the Fund, including identifying
companies which present attractive investment opportunities, structuring and
negotiating the terms and conditions of each investment or acquisition,
arranging for all necessary financing and after consummation, monitoring the
progress of and providing managerial assistance and/or strategic advice to the
investments (the Portfolio Companies).  (b)The Management Company
shall also perform the following investment advisory and administrative
services (the Services) in connection with the operation of the Fund:  (i)Maintaining accounting
records for the Fund and the General Partner;


(ii)Annual financial and tax
reporting for the Fund and tax reporting for the General Partner (provided that
the audit expenses shall be paid by the Fund as Fund Expenses as set forth in Section 4.2
of the Fund Agreement);  (iii)Managing capital
contributions and cash flow requirements for the Fund, including short-term
investing (commercial paper);  (iv)Investor relations with
respect to the Limited Partners;  (v)Consulting
with the General Partner or Investment Committee on matters relating to the
Fund or investment management on a reasonable basis;  (vi)Monitoring
the performance of the Portfolio Companies;  (vii)Retaining files pertaining to the
Portfolio Companies and certificates and other evidences of ownership of the
Portfolio Securities as may be necessary to enable the Fund to comply with its
reporting and other obligations to its Limited Partners; and  (viii)Providing other administrative and
support services customarily provided by a management company to a private
equity fund.  (c)The
Management Company agrees not to engage in any activities that would cause the
Fund to violate its obligations under the Fund Agreement.  (d)Notwithstanding
the services provided by the Management Company hereunder, the Management
Company acknowledges that it shall not be authorized to manage the affairs of,
act in the name of or bind the Fund. The management, policies and operations of
the Fund shall be the responsibility of the General Partner of the Fund acting
pursuant to and in accordance with the Fund Agreement and all decisions
relating to Fund matters, including the selection and management of the Funds
investments, shall be made by the General Partner acting pursuant to and in
accordance with the Fund Agreement.  5.Services
Fee. As set forth in the Fund Agreement, the Management Company, as
compensation for services rendered in the management of the Fund, shall earn
the Management Fee, payable quarterly in advance, and equal to 2.0% per annum
of the aggregate Subscriptions of all Limited Partners for each fiscal year (or
portion thereof), and as set forth in Section 4.3 of the Fund Agreement.  6.Representations
and Warranties of the Management Company. The Management Company, by
execution of this Agreement, hereby represents to the Fund as follows:  (a)The
Management Company is a limited liability company, and is duly organized,
validly existing, and in good standing under the laws of the State of Delaware
and has the


authority to carry on its business as now being conducted and the authority
to execute, deliver, and perform this Agreement. The Management Company is duly
qualified to transact business and is in good standing in every jurisdiction in
which the character of the business conducted by it or permitted to be
conducted by it makes such qualification necessary, except where the failure to
be so qualified would not have a material adverse effect on the business,
operations or financial condition of the Management Company.  (b)The
Management Company has taken all actions necessary to authorize the execution,
delivery, and performance of this Agreement, and this Agreement is a valid and
binding obligation of the Management Company enforceable against it in
accordance with its terms, except as may be limited by federal and state laws
affecting the rights of creditors generally, and except.as may be limited by
legal or equitable remedies.  (c)The
Management Company has made, obtained, and performed all registration, filings,
approvals, authorizations, consents, licenses, or examinations required by any
government or governmental authority, domestic or foreign, in order to execute,
deliver and perform this Agreement.  (d)Neither
the execution, delivery, nor performance of this Agreement by the Management
Company will violate any law, statute, order, rule or regulation or judgment,
order or decree by any federal, state, local or foreign court or governmental
authority, domestic or foreign, to which the Management Company is subject, nor
will the same constitute a breach of, or default under, provisions of any
agreement or contract to which it is a party or by which it is bound.  (e)The
execution, delivery and performance of the Management Agreement by the
Management Company will not (i) violate the organizational documents of the
Management Company, (ii) result in a breach of any of the terms, conditions or
provisions of, or constitute a default under, any material contract by which it
is bound, (iii) violate any court order by which the Management Company is
bound or affected, (iv) violate any applicable laws that could have a material
adverse effect on the Management Company or the performance of the Management Companys
duties and obligations under this Agreement, or (v) require the filing or
registration with, or the approval, authorization, license or consent of, any
court or governmental department, agency or authority which has not already
been duly and validly obtained.  7.Standard
of Care.  (a)The
Management Company agrees to discharge its duties, with respect to any
Portfolio Company and the activities of the General Partner and the Fund (i) in
a manner which it believes to be in the best interest of the General Partner
and the Fund and their respective partners or members, and (ii) with the
reasonable care, skill and diligence customary to investment advisors in the U.S.venture
capital industry. The Management Company further agrees that at all times
during the term of this Agreement it will comply with all laws, rules, and regulations
of any governmental authority or agency having applicability to its activities
and the


transactions contemplated by this Agreement, and that it will perform
such activities in accordance with the standards of care set forth in this Section 7.  (b)The
Management Company hereby covenants and agrees that it shall immediately notify
the General Partner: (i) if it fails to comply with, or will for any reason be
unable to comply with, any material term or provision of this Agreement; (ii) of
any change in the Management Companys officers, directors, employees, or
agents who are providing services under this Agreement or to any material
adverse change in the Management Companys condition, financial or otherwise,
or in its business, organization, or any change which is or might be materially
adverse to the Management Company, or its ability to provide services
hereunder; and (iii) following the occurrence of any happening or event which
would cause any representation or warranty of the Management Company in Section 6
hereof, to be no longer true and correct in all respects provided that nothing
in the preceding sentence shall detract from or modify any representation or
warranty made by the Management Company in Section 6 hereof.  (c)The
Management Company agrees to establish, maintain and use its reasonable best
efforts to enforce for its officers, directors, employees and agents policies
against disclosure of confidential information and trading on inside informationin violation of federal and state securities laws.  8.Arbitration.  (a)Any
dispute, controversy or claim arising out of or relating to this Agreement or
the breach thereof or concerning the provisions of this Agreement or their
application to any state of facts or the rights orequities ofany
of the parties hereto shall be resolved by final and binding arbitration
conducted by one arbitrator in New York, New York, in accordance with the
then-current AAA Rules as modified by this Section 8 and the provisions of
the other provisions of this Agreement under which such arbitration is invoked.  (b)The
arbitrator shall be selected by mutual agreement of the Management Company and
the Managers of the Fund or, failing such agreement, in accordance with the AAA
Rules. The arbitrator shall be reasonably familiar with the operations of privateinvestment
fluids similar tothe Fund. The parties shall bear
the costs of the arbitration equally, subject to the proviso of Section 8(d)
below.  (c)The
parties shall have the right oflimited pre-hearing discovery, in
accordance with the U.S. Federal Rules of Civil Procedure, as then in effect, for a period not toexceed sixty
(60) days.  (d)As
soon as the discovery is concluded, but in any event within thirty (30) days
thereafter, the arbitrator shall hold a hearing in accordance with the
aforesaid AAA Rules. Thereafter, the arbitrator shall promptly render a written
decision, together with a written opinionsetting forth in reasonable detail
the grounds for such decision. Any award by the arbitrator in connection with
such decision may also provide that the prevailing party shall recover its


reasonable attorneys fees and other costs incurred in the proceedings,
in addition to any other relief which may be granted.  (e)Judgment
may be entered in any court of competent jurisdiction to enforce the award
entered by the arbitrator.  9.Amendment.
This Agreement can be modified or amended only by a writing signed by the
parties hereto, provided, however,that
the parties shall not amend this Agreement in a manner that is inconsistent
with, or would result in a breach of, the Fund Agreement or the Management
Company Operating Agreement.  10.Term
of Agreement. Commencing on the date hereof, services will be performed
hereunder until the earliest to occur of (a) the expiration of the term of the
Fund as set forth in the Fund Agreement (including any extensions thereof) plus
one year from the end of said term or (b) such time as liquidation of the Fund
is completed. However, if the Fund is dissolved prior to expiration ofits
specified term, this Agreement shall terminate one year from the date of such
dissolution or upon completion of the liquidation of the Fund, whichever is
sooner.  11.Governing Law.This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.  12.Sole Agreements.This
Agreement and the Fund Agreement
reflect the sole understanding of theparties hereto withrespect to the subjectmatter hereof and supersedes and replaces all agreements orunderstandings betweenthe Fundand the
Management Company withrespect to the subject matterhereof.  [The Remainder of this Page has
been Intentionally Left Blank]


IN WITNESSWHEREOF, the parties
haveexecuted
this Management Agreement as of the day and year first above written.   PRAXIS CAPITAL MANAGEMENT, LLCBy:
  /s/ Peter L. VenetisPeter L. VenetisManaging DirectorPRAXISCAPITAL PARTNERS,  LLCBy:
  /s/ Peter L. VenetisPeter L. VenetisManaging Director