**Exhibit 10.31**

**MANAGEMENT AGREEMENT**

**THIS MANAGEMENT AGREEMENT**(this “Agreement”)is made as of June 26, 2006, between VI Acquisition Corp., a Delawarecorporation (the “Company”), and Jeffry L. Guido (“Executive”).

The Company and Executive desire to enter into an agreement pursuant towhich Executive will commit to purchase, and the Company will commit to sell,an aggregate of 10,948 shares of the Company’s Common Stock, par value $4.53per share (the “Common Stock”). All of such shares of Common Stock are referred to herein as “ExecutiveShares” or the “Shares.” Certain definitions are set forth in Section7 of this Agreement.

The parties hereto agree as follows:

# 1.             Executive Shares.

## (a)           Upon execution ofthis Agreement, Executive will purchase, and the Company will sell, 10,948shares of Common Stock at a price of $4.53 per share, the fair market value ofthe Common Stock on the date hereof.  TheCompany will deliver to Executive the certificates representing such ExecutiveShares, and Executive will deliver to the Company a cashier’s or certifiedcheck or wire transfer of funds in the aggregate amount of $49,594.44.

## (b)           Within thirty (30)days after the purchase by Executive of Executive Shares pursuant to thisAgreement, Executive will make an effective election with the Internal RevenueService under Section 83(b) of the Internal Revenue Code and the regulationspromulgated thereunder in the form of Exhibit A attached hereto.

## (c)           In connection withthe purchase and sale of the Executive Shares pursuant hereto, Executiverepresents and warrants to the Company that:

### (i)            The Executive Shares to be acquiredby Executive pursuant to this Agreement will be acquired for Executive’s ownaccount and not with a view to, or intention of, distribution thereof in violationof the Securities Act, or any applicable state securities laws, and theExecutive Shares will not be disposed of in contravention of the Securities Actor any applicable state securities laws;

### (ii)           Executive is an executive officer ofthe Company, is sophisticated in financial matters and is able to evaluate therisks and benefits of the investment in the Executive Shares;

### (iii)          Executive is able to bear the economicrisk of his investment in the Executive Shares for an indefinite period of timebecause the Executive Shares have not 

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### beenregistered under the Securities Act and, therefore, cannot be sold unlesssubsequently registered under the Securities Act or an exemption from suchregistration is available;

### (iv)          Executive has had an opportunity to askquestions and receive answers concerning the terms and conditions of theoffering of the Executive Shares and has had full access to such otherinformation concerning the Company as he has requested;

### (v)           This Agreement and each of the otheragreements contemplated hereby to which Executive is a party constitute legal,valid and binding obligations of Executive, enforceable in accordance withtheir terms, and the execution, delivery and performance of this Agreement andsuch other agreements by Executive does not and will not conflict with, violateor cause a breach of any agreement, contract or instrument to which Executiveis a party or any judgment, order or decree to which Executive is subject;

### (vi)          Executive is not a party to or boundby any other employment agreement, noncompete agreement or confidentialityagreement which conflicts with the obligations set forth in this Agreement orin the Employment Agreement; and

### (vii)         Executive is a resident of the State ofColorado.

## (d)           As an inducement forthe Company to commit to issue the Executive Shares to Executive, and as acondition thereto, Executive acknowledges and agrees that neither any futureissuance of capital stock of the Company to Executive nor any provisioncontained herein shall entitle Executive to remain in the employment of theCompany, or any Subsidiary of the Company, or affect the right of the Companyor any Subsidiary to terminate Executive’s employment at any time for anyreason, subject to the terms and conditions of the Employment Agreement.

# 2.             Vesting of Shares.

## (a)           Except as otherwiseprovided in Section 2(b) below, the Executive Shares purchased hereunderwill become vested in accordance with the following schedule, if as of eachsuch date Executive is still employed by the Company or any Subsidiary of theCompany:

| Date                               | ** ** | **Cumulative Percentage of  Executive Shares to be Vested** | ** ** |
|------------------------------------|------------|-------------------------------------------------------------------------------------------|------------|
| 1st Anniversary  of this Agreement |       | 20                                                                                        | %          |
| 2nd Anniversary  of this Agreement |       | 40                                                                                        | %          |
| 3rd Anniversary  of this Agreement |       | 60                                                                                        | %          |
| 4th Anniversary  of this Agreement |       | 80                                                                                        | %          |
| 5th Anniversary of this  Agreement |       | 100                                                                                       | %          |

##  

## (b)           Notwithstanding theforegoing or anything herein to the contrary, upon the occurrence of a Sale ofthe Company, all Executive Shares which have not yet become vested shall becomevested at the time of such Sale of the Company (such portion being referred to 

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## herein as the “Accelerated Shares”); provided, however,and subject to and unless otherwise provided for under the StockholdersAgreement by and among the Company, the Investors, the Executive and certainother parties, that Executive shall not Transfer any interest in anyAccelerated Shares unless and until such time as the Investors shall havereceived cash dividends or other cash proceeds resulting from any distributionson or dispositions of any Preferred Stock or Common Stock in an aggregateamount equal to the product of (i) two (2), multiplied by (ii) the aggregatepurchase price paid by the Investors to the Company for all Preferred Stock,Common Stock and other equity interests of the Company purchased by theInvestors (but not in any event including amounts committed but not yetcontributed to the capital of the Company). Executive Shares which have becomevested hereunder are referred to herein as “Vested Shares,” and allother Executive Shares are referred to herein as “Unvested Shares.”

## (c)           The ExecutiveSecurities shall at all times be subject to such restrictions or limitationswith respect to the Transfer thereof that may be contained herein or in theStockholders Agreement or as otherwise provided by law.

# 3.             Repurchase Option.

## (a)           In the eventExecutive ceases to be employed by the Company or any Subsidiary for any reason(a “Separation”),****theShares and all other Executive Securities (whether held by Executive or one ormore of Executive’s transferees, other than the Company and the Investors) willbe subject to repurchase, in each case by the Company pursuant to the terms andconditions set forth in this Section 3 (the “Repurchase Option”).

## (b)           In the event of aSeparation, the Executive Shares purchased hereunder shall be subject torepurchase as follows: (i) the purchase price for each Unvested Share of CommonStock will be the Executive’s Original Cost for such share; provided,that if Executive’s employment is terminated by the Company or a Subsidiarywith Due Cause or by the Executive without Good Reason, then the purchase pricefor each Unvested Share of Common Stock will be the lesser of (a) Executive’sOriginal Cost for such share and (b) the Fair Market Value for such share, and(ii) the purchase price for each Vested Share of Common Stock will be the FairMarket Value for such share; provided that if Executive’s employment isterminated by the Company or a Subsidiary with Due Cause or by the Executivewithout Good Reason, then the purchase price for each Vested Share of CommonStock will be the lesser of (a) Executive’s Original Cost for such share and(b) the Fair Market Value for such share.

## (c)           In the event of aSeparation, any other Executive Securities not otherwise described in Section3(b) above shall be subject to repurchase as follows: the purchase pricefor each share of Common Stock will be the Fair Market Value for such share.

## (d)           In the event of aSeparation, the Company may elect to purchase all or any portion of theExecutive Securities by delivering written notice (the “Repurchase Notice”)to the holder or holders of the Executive Securities within 60 days after theSeparation.  The Repurchase Notice willset forth the number of Unvested Shares and Vested Shares to be acquired fromeach holder, the aggregate consideration to be paid for such securities and thetime and place for the closing of the transaction.  The number of securities to be repurchased bythe Company shall first be satisfied to the extent possible from the ExecutiveSecurities held by Executive at the time of delivery of the RepurchaseNotice.  If the number of ExecutiveSecurities then held by Executive 

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## is less than the total number of such securities which the Company has electedto purchase, the Company shall purchase the remaining securities elected to bepurchased from the other holder(s) of Executive Securities under thisAgreement, pro rata according to the number of Executive Securities held bysuch other holder(s) at the time of delivery of such Repurchase Notice(determined as nearly as practicable to the nearest share).  The number of Unvested Shares and VestedShares to be repurchased hereunder will be allocated among Executive and theother holders of Executive Securities (if any) pro rata according to the numberof Executive Securities to be purchased from such Person.

## (e)           The closing of thepurchase of the Executive Securities pursuant to the Repurchase Option shalltake place on the date designated by the Company in the Repurchase Notice,which date shall not be more than 2 months nor less than 5 days after thedelivery of such notice.  The Companywill pay for the Executive Securities to be purchased by it pursuant to the RepurchaseOption by first offsetting amounts outstanding under any bona fide debts owedby Executive to the Company and will pay the remainder of the purchase price tothe extent reasonably permissible under the Company’s and its Subsidiaries’equity financing agreements and agreements evidencing indebtedness for borrowedmoney and to the extent the Company has the financial wherewithal at the timeto make such payments, by a check or wire transfer of funds and, if not, by asubordinate note or notes, each on terms acceptable to banks and other financialinstitutions loaning money to the Company and its Subsidiaries, payable in upto three substantially equal, semi-annual installments beginning on the sixmonth anniversary of the closing of such purchase and bearing interest (payablequarterly) at a rate per annum equal to the prime rate as published in The WallStreet Journal from time to time, in the aggregate amount of the purchase pricefor such securities.  The Company will beentitled to receive customary representations and warranties from the sellersof Executive Securities (including representations and warranties regardinggood title to the Executive Securities, the absence of any liens on such titleor other encumbrances with respect to the Transfer of the Executive Securitiesand the ability of such sellers to consummate the sale).

## (f)            Notwithstandinganything to the contrary contained in this Agreement, all repurchases ofExecutive Securities by the Company shall be subject to applicable restrictionscontained in the Delaware General Corporation Law and as may be required byother parties in the Company’s or any Subsidiaries’ equity financing agreementsand agreements evidencing indebtedness for borrowed money, if any.  If any such restrictions prohibit therepurchase of Executive Securities hereunder which the Company is otherwiseentitled or required to make, the Company may make such repurchases as soon asit is permitted to do so under such restrictions.

## (g)           Notwithstandinganything to the contrary contained in this Agreement, if Executive delivers thenotice of objection described in the definition of Fair Market Value, or if theFair Market Value of a Share is otherwise determined to be an amount more than10% greater than the per share repurchase price for such Shares originally determinedby the Board, the Company shall have the right to revoke its exercise of theRepurchase Option for all or any portion of the Shares elected to berepurchased by it by delivering notice of such revocation in writing to theholders of the Shares during (i) the thirty-day period beginning on thedate the Company receives Executive’s written notice of objection and (ii) thethirty-day period beginning on the date the Company is given writtennotice that the Fair Market Value of a Share 

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## was finally determined to be an amount more than 10% greater than theper share repurchase price for such Shares originally determined by the Board.

# 4.             Restrictions on Transfer ofExecutive Securities.

## (a)           Transfer ofExecutive Securities.  Executiveshall not Transfer any interest in any Executive Securities, except at suchtime as the restrictions herein terminate as provided in Section 4(b)below.  Notwithstanding the foregoing,the restrictions contained in this Section 4 will not apply with respectto (i) Transfers of shares of Executive Securities pursuant to applicable lawsof descent and distribution or (ii) Transfer of shares of Executive Securitiesamong Executive’s Family Group; provided that in each case suchrestrictions will continue to be applicable to the Executive Securitiesirrespective of any such Transfer.  Anytransferee of Executive Securities pursuant to a Transfer in accordance withthe provisions of this Section 4(a) is herein referred to as a “PermittedTransferee.”  In addition to andwithout limitation on the operation of this Section 4, Executiveacknowledges that the Stockholders Agreement separately imposes restrictions onthe Transfer of the Shares.

## (b)           Termination ofRestrictions.  The restrictions onthe Transfer of Executive Securities set forth in this Section 4 willcontinue with respect to each Executive Security until the earlier of (i) aQualified Public Offering; or (ii) a Sale of the Company.

# 5.             Registration.  Executive understands that the Shares are notcurrently being registered under the Securities Act by reason of theircontemplated issuance in a transaction exempt from the registration andprospectus delivery requirements of the Securities Act pursuant toRule 701 thereof.  Executive furtheragrees that he will not sell or otherwise dispose of the Shares unless suchsale or other disposition has been registered or is exempt from registrationunder the Securities Act and has been registered or qualified or is exempt fromregistration or qualification under applicable securities laws of anystate.  Executive understands that arestrictive legend consistent with the foregoing, and as set forth in Section 6,will be placed on the certificates evidencing the Shares, and related stoptransfer instructions will be noted in the stock transfer records of theCompany and/or its stock transfer agent for the Shares.

# 6.             Additional Restrictions onTransfer of Executive Securities.

## (a)           Legend.  The certificates representing the ExecutiveSecurities will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WEREORIGINALLY ISSUED AS OF MAY     , 2006, HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAYNOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.  THE SECURITIES REPRESENTED BY THISCERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAINREPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A MANAGEMENTAGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY DATED AS OF MAY     ,

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2006.  A COPY OFSUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPALPLACE OF BUSINESS WITHOUT CHARGE.”

## (b)           Opinion ofCounsel.  No holder of ExecutiveSecurities may transfer any Executive Securities (except pursuant to aneffective registration statement under the Securities Act) without firstdelivering to the Company an opinion of counsel (reasonably acceptable in formand substance to the Company) that neither registration nor qualification underthe Securities Act and applicable state securities laws is required inconnection with such Transfer.

# 7.             Definitions.

“Affiliate” of the Investors means any direct or indirectgeneral or limited partner or member of an Investor, as applicable, or anyemployee or owner thereof, or any other person, entity or investment fundcontrolling, controlled by or under common control with an Investor.

“Due Cause” has the meaning set forth in the EmploymentAgreement.

“Employment Agreement” means that certain Employment Agreementof even date herewith between VICORP Restaurants, Inc. and the Executive.

“Executive’s Family Group” means Executive’s spouse anddescendants (whether natural or adopted), any trust solely for the benefit ofExecutive and/or Executive’s spouse and/or descendants and any retirement planfor the Executive.

“Executive Securities” means the Shares and any other securitiesof the Company held by Executive or any of Executive’s transferees permittedhereunder.  All Executive Securities willcontinue to be Executive Securities in the hands of any holder other thanExecutive (except for the Company, the Investors and the Investors’ Affiliatesand except for transferees in a Public Sale). Except as otherwise provided herein, each such other holder of ExecutiveSecurities will succeed to all rights and obligations attributable to Executiveas a holder of Executive Securities hereunder. Executive Securities will also include shares of the Company’s capitalstock or other securities of the Company issued with respect to ExecutiveSecurities by way of a stock split, dividend or other recapitalization orreclassification.

“Fair Market Value” of each Share as of a relevant date meansthe average of the closing prices of the sales of the Common Stock on allsecurities exchanges on which such Common Stock may at the time be listed onthat date, or, if there have been no sales or exchange on which the CommonStock is listed on any day, the average of the highest bid and lowest askedprices on all nationally-recognized exchanges at the end of such day, or,if on any day such Common Stock is not so listed, the average of therepresentative bid and asked prices quoted in the NASDAQ System as of 4:00P.M., New York time, or, if on any day such Common Stock is not quoted in theNASDAQ System, of the average of the highest bid and lowest asked prices onsuch day in the domestic over-the-counter market as reported by the NationalQuotation Bureau Incorporated, or any similar successor organization, in eachsuch case averaged over a period of 21 days consisting of the day as of whichthe Fair Market Value is being determined and the 20 consecutive business daysprior to such day.  If at any time suchCommon Stock is not listed on any securities exchange or quoted in the NASDAQSystem or the over-the-counter market, the 

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Fair Market Value will be the fair value of suchCommon Stock determined in good faith by the Board of Directors of the Company(the “Board Calculation”).  If theExecutive disagrees with the Board Calculation, the Executive may, within 30days after receipt of the Board Calculation, deliver a notice (an “ObjectionNotice”) to the Company setting forth the Executive’s calculation of FairMarket Value.  The Board and theExecutive will negotiate in good faith to agree on such Fair Market Value, butif such agreement is not reached within 30 days after the Company has receivedthe Objection Notice, Fair Market Value shall be determined by an appraiserselected by the Board, which appraiser shall submit to the Board and theExecutive a report within 30 days of its engagement setting forth suchdetermination.  The determination of suchappraiser shall be final and binding upon all parties.  The expenses of such appraiser shall be borneby the Executive unless the appraiser’s valuation is more than 10% greater thanthe amount determined by the Board of Directors, in which case, the costs ofthe appraiser shall be borne by the Company. If the Repurchase Option is exercised within 45 days after a Separation,then Fair Market Value shall be determined as of the date of such Separation;thereafter, Fair Market Value shall be determined as of the date the RepurchaseOption is exercised.  A comparableprocess will be employed to determine the Fair Market Value of Preferred Stock.

“Good Reason” has the meaning set forth in the EmploymentAgreement.

“Investors” has the meaning set forth in the StockholdersAgreement.

“Original Cost” means, (i) with respect to each share of CommonStock purchased hereunder, $     .00 (asproportionately adjusted for all subsequent stock splits, stock dividends andother recapitalizations) and (ii) with respect to each share of PreferredStock, the price paid for such Preferred Stock, plus all accrued and unpaiddividends of the Preferred Stock (as proportionately adjusted for allsubsequent stock splits, stock dividends and other recapitalizations).

“Person”****means anindividual, a partnership, a limited liability company, a corporation, anassociation, a joint stock company, a trust, a joint venture, an unincorporatedorganization and a governmental entity or any department, agency or politicalsubdivision thereof.

“Preferred Stock” means preferred stock issued by the Company.

 “Public Sale” means anysale pursuant to a registered public offering under the Securities Act or anysale to the public pursuant to Rule 144 promulgated under the Securities Acteffected through a broker, dealer or market maker.

“Qualified Public Offering” means the sale in an underwrittenpublic offering registered under the Securities Act of shares of the Company’sCommon Stock approved by the Board of Directors pursuant to which the Investorshave realized in cash a return of two or more times the amount of theirinvestment in the Company.

“Sale of the Company” means any transaction or series oftransactions pursuant to which (A) any Person(s) other than the Investors andtheir respective Affiliates in the aggregate acquire(s) (i) capital stock ofthe Company possessing the voting power (other than voting rights accruing onlyin the event of a default, breach or event of noncompliance) to elect amajority of the Company’s board of directors (whether by merger, consolidation,reorganization, 

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combination, sale or transfer of the Company’s capitalstock, shareholder or voting agreement, proxy, power of attorney or otherwise)or (ii) all or substantially all of the Company’s assets determined on aconsolidated basis; provided that the term “Sale of the Company” shallnot include any sale of equity or debt securities by the Company in a privateoffering to other investors selected by the Investors; or (B) more than 50% ofthe assets of the Company (treating investments in Affiliates as assets forthese purposes) is spun off, split off or otherwise distributed.

“Securities Act” means the Securities Act of 1933, as amendedfrom time to time.

“Stockholders Agreement” means that certain StockholdersAgreement dated June 13, 2003 among the Company, the Investors, and certainother parties, and joined by the Executive of even date herewith.

“Subsidiary” means any entity of which the Company ownssecurities having a majority of the ordinary voting power in electing the boardof directors, or the equivalent governing body, directly or through one or moresubsidiaries.

“Transfer”****means to sell,transfer, assign, pledge or otherwise dispose of (whether with or withoutconsideration and whether voluntarily or involuntarily or by operation of law).

# 8.             Notices.  Any notice, consent, waiver and othercommunications required or permitted pursuant to the provisions of thisAgreement must be in writing and will be deemed to have been properly given (a)when delivered by hand; (b) when sent by telecopier (with acknowledgement ofcomplete transmission), provided that a copy is mailed by U.S. certified mail,return receipt requested; (c) three (3) days after sent by certified mail,return receipt requested; or (d) one (1) day after deposit with a nationallyrecognized overnight delivery service, in each case to the appropriateaddresses and telecopier numbers set forth below:

If to the Company:

VI AcquisitionCorp.c/o Wind Point PartnersSuite 3700676 North Michigan AvenueChicago, Illinois   60611Attn:   Michael SolotTel:    (312) 255-4800Fax:    (312) 255-4820

If to the Executive

Jeffry L. Guido412 West Prentice CircleLittleton, Colorado 80123

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with a copy to:

Sachnoff &Weaver, Ltd.30 South Wacker DriveSuite 2900Chicago, Illinois   60606Fax:    (312) 207-6400Tel:    (312) 207-1000Attn:   Seth M. Hemming, Esq.

Each party will be entitled to specify a different address for thereceipt of subsequent notices by giving written notice thereof to the otherparty in accordance with this Section 8.

# 9.             General Provisions.

## (a)           Transfersin Violation of Agreement.  AnyTransfer or attempted Transfer of any Executive Securities in violation of anyprovision of this Agreement shall be null and void, and the Company shall notrecord such Transfer on its books or treat any purported transferee of suchExecutive Securities as the owner of such securities for any purpose.

## (b)           Severability.  Whenever possible, each provision of thisAgreement will be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Agreement is held to be invalid,illegal or unenforceable in any respect under any applicable law or rule in anyjurisdiction, such invalidity, illegality or unenforceability will not affectany other provision or any other jurisdiction, but this Agreement will bereformed, construed and enforced in such jurisdiction as if such invalid,illegal or unenforceable provision had never been contained herein.

## (c)           CompleteAgreement.  This Agreement, thosedocuments expressly referred to herein and other documents of even dateherewith embody the complete agreement and understanding among the parties andsupersede and preempt any prior understandings, agreements or representationsby or among the parties, written or oral, which may have related to the subjectmatter hereof in any way.  Executivehereby releases the Company and its affiliates and its and their predecessorsfrom any obligation or liability the Company or any of its affiliates or its ortheir predecessors owes or owed to Executive or any of his affiliates andrelated persons prior to the date hereof.

## (d)           Counterparts.  This Agreement may be executed in separatecounterparts, each of which is deemed to be an original and all of which takentogether constitute one and the same agreement.

## (e)           Successorsand Assigns.

### (i)            All ExecutiveSecurities will continue to be Executive Securities in the hands of any holderother than Executive, including any of Executive’s transferees permittedhereunder or under the Stockholders Agreement (except for the Company, theInvestors and the Investors’ Affiliates and except for transferees in a PublicSale).  Except as otherwise providedherein, each such other holder of Executive Securities will 

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### succeed to allrights and obligations attributable to Executive as a holder of ExecutiveSecurities hereunder.

### (ii)           Except as otherwiseprovided herein, this Agreement shall bind and inure to the benefit of and beenforceable by Executive, the Company, the Investors and their respectivesuccessors and assigns (including subsequent holders of Executive Securities); providedthat the rights and obligations of Executive under this Agreement shall not beassignable except in connection with a permitted transfer of ExecutiveSecurities hereunder.

### (iii)          Each of theInvestors is intended to be a third party beneficiary of this Agreement and mayenforce any rights granted to it hereunder.

## (f)            Choiceof Law.  The corporate law of theState of Delaware will govern all questions concerning the relative rights of theCompany and its stockholders.  All otherquestions concerning the construction, validity and interpretation of thisAgreement and the exhibits hereto will be governed by and construed inaccordance with the internal laws of the State of Illinois, without givingeffect to any choice of law or conflict of law provision or rule (whether ofthe State of Illinois or any other jurisdiction) that would cause theapplication of the laws of any jurisdiction other than the State of Illinois.  Furthermore, Executive and Company agree andconsent to submit to personal jurisdiction in the State of Illinois in anystate or federal court of competent subject matter jurisdiction situated inCook County, Illinois.  Executive and Companyagree that the sole and exclusive venue for any suit arising out of, or seekingto enforce, the terms of this Agreement shall be in a state or federal court ofcompetent subject matter jurisdiction situated in Cook County, Illinois.

## (g)           Remedies.  Each of the parties to this Agreement (includingthe Investor) will be entitled to enforce its rights under this Agreementspecifically, to recover damages and costs (including attorney’s fees) causedby any breach of any provision of this Agreement and to exercise all otherrights existing in its favor.  Theparties hereto agree and acknowledge that money damages may not be an adequateremedy for any breach of the provisions of this Agreement and that any partymay in its sole discretion apply to any court of law or equity of competentjurisdiction (without posting any bond or deposit) for specific performanceand/or other injunctive relief in order to enforce or prevent any violations ofthe provisions of this Agreement.

## (h)           Amendmentand Waiver.  The provisions of thisAgreement may be amended and waived only with the prior written consent of theCompany and Executive.  No cause ofconduct or failure or delay in enforcing the provisions of this Agreement shallaffect the validity, binding effect or enforceability of this Agreement.

## (i)            BusinessDays.  If any time period for givingnotice or taking action hereunder expires on a day which is a Saturday, Sundayor holiday in the state in which the Company’s chief executive office islocated, the time period shall be automatically extended to the business dayimmediately following such Saturday, Sunday or holiday.

## (j)            Indemnificationand Reimbursement of Payments on Behalf of Executive.  The Company and any Subsidiary shall beentitled to deduct or withhold from any amounts owing 

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## from the Company or any Subsidiary to theExecutive any federal, state, local or foreign withholding taxes, excise taxes,or employment taxes (“Taxes”) imposed with respect to the Executive’scompensation or other payments from the Company or any Subsidiary or theExecutive’s ownership interest in the Company, including, but not limited to,wages, bonuses, dividends, the receipt or exercise of stock options and/or thereceipt or vesting of restricted stock. The Executive shall indemnify the Company and any Subsidiary for any amountspaid with respect to any such Taxes, together with any interest, penalties andrelated expenses thereto.

## (k)           Termination.  This Agreement shall survive the terminationof Executive’s employment with the Company or any Subsidiary and shall remainin full force and effect after such termination.

## (l)            GenerallyAccepted Accounting Principles; Adjustments of Numbers.  Where any accounting determination orcalculation is required to be made under this Agreement or the exhibits hereto,such determination or calculation (unless otherwise provided) shall be made inaccordance with United States generally accepted accounting principles,consistently applied.  All numbers setforth herein which refer to share prices or amounts will be appropriatelyadjusted to reflect stock splits, stock dividends, combinations of shares,recapitalizations or other similar transactions affecting the subject class ofstock.

## (m)          Waiverof Jury Trial.  Each of the partieshereto hereby irrevocably waives any and all right to trial by jury of anyclaim or cause of action in any legal proceeding arising out of or related tothis Agreement or the transactions or events contemplated hereby or any courseof conduct, course of dealing, statements (whether verbal or written) oractions of any party hereto.  The partieshereto each agree that any and all such claims and causes of action shall betried by a court trial without a jury. Each of the parties hereto further waives any right to seek toconsolidate any such legal proceeding in which a jury trial has been waivedwith any other legal proceeding in which a jury trial cannot or has not beenwaived.

**IN WITNESS WHEREOF**,the parties hereto have executed this Management Agreement as of the date firstwritten above.
|            | **VI ACQUISITION CORP.** |
|------------|--------------------------|
| ** ** | ** **               |
| ** ** | ** **               |   |
|       | By:                      |   |   |
|       | Name:                    | Debra Koenig |   |
|       | Its:                     | Chief Executive Officer |   |
|       |                     |   |   |
|       |                     |   |   |
|       |                     |   |   |
|       |                     |   |
|       | **Jeffry L. Guido**      |   |

** **

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