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Exhibit 10.3  Execution Copy _______________________________  Management Services Agreement _______________________________  RICHLAND, GORDON & COMPANY 9330 Sears Tower 233 South Wacker Drive Chicago, IL 60093  April 29, 2009  Atlantica, Inc. c/o
Richland, Gordon & Company 9330
Sears Tower 233
South Wacker Drive Chicago,
IL 60093  Ladies and Gentlemen:  This
letter agreement sets forth the terms and conditions on which Richland, Gordon
& Company (the Manager) will provide Atlantica, Inc. (the
Company) with certain financial and management consulting services.  Accordingly,
we have agreed as follows:  1. Definitions.  (a) Claims is defined in Section 9.  (b) Company is defined in the first paragraph of this
agreement.  (c) Consulting Event is defined in Section 3.  (d) EBITDA
means, for any period, the sum of the amounts for such period of (i) the net
income (or loss) after taxes of the Company and its direct and indirect
subsidiaries on a consolidated basis, plus (ii) interest expense which
has been deducted in the determination of the net income (or loss) after taxes
of the Company and its direct and indirect subsidiaries on a consolidated basis,
plus (iii) federal, state and local taxes which have been deducted in
determining the net income (or loss) after taxes of the Company and its direct
and indirect subsidiaries on a consolidated basis, plus (iv) depreciation
and amortization expenses which have been deducted in determining the net income
(or loss) after taxes of the Company and its direct and indirect subsidiaries on
a consolidated basis, plus (v) extraordinary losses which have been
deducted in the determination of the net income (or loss) after taxes of the
Company and its direct and indirect subsidiaries on a consolidated basis,
plus (vi) all other non-cash charges, minus
(viii) extraordinary gains which have been included in the determination of
the net income     (or
loss) after taxes of the Company and its direct and indirect subsidiaries on a
consolidated basis.  Each item used in calculating EBITDA shall be
determined in accordance with generally accepted accounting principles,
consistent with that used in prior periods.  (e) Initial
Acquisition means the consummation by the Company of its initial
acquisition (whether directly or indirectly, in any form, including through any
of its subsidiaries) of, or other business combination with, any company or
business occurring following the date hereof.  (f) Initial
Financing means the consummation by the Company of its initial debt or
equity financing (whether directly or indirectly, in any form, including through
any of its subsidiaries) occurring following the date hereof, but shall not
include any loan made by Mirabella Holdings, LLC to the Company pursuant to the
Demand Promissory Note issued on the date hereof.  (g) Initial
Transaction means the first to occur following the date hereof of the
Initial Acquisition or the Initial Financing.  (h) Liabilities
is defined in Section 8.  (i) Management
Feeis defined in Section 3.  (j) Manager
is defined in the first paragraph of this agreement.  (k) Manager
Indemnitees is defined in Section 8.  2. Services.
 The Manager will provide the Company and its direct and indirect
subsidiaries with management and consulting services regarding the business of
the Company and its direct and indirect subsidiaries and such other services
relating to the Company and its direct and indirect subsidiaries as may from
time to time be reasonably requested by the Board of Directors or executive
officers of the Company.  Without limiting the generality of the foregoing,
the parties currently contemplate that these services shall include advice
regarding improvements to the Companys financial reporting, accounting and
management information systems and staffing, advice regarding the Companys
general preparation for any Initial Transaction, and advice regarding the
Companys execution of an Initial Transaction, if any.  The Manager shall
devote only so much time, and shall consult with and advise the officers and
managers of the Company only to such extent and at such times and places as may
be mutually convenient to the Company and the Manager.  3. Compensation
and Expenses.  (a) For
the services to be rendered by the Manager hereunder, the Manager shall receive
an annual fee (the Management Fee) equal to the greater of (i) $120,000
and (ii) 5% of EBITDA, computed without taking into consideration the fees
payable under this Section 3, as determined by the Companys regular auditors,
or in the absence thereof, by the Companys Board of Directors, with respect to
each fiscal year.  The Company shall pay the Management Fee in quarterly
installments in arrears, on April 15, July 15, October 15 and January 15 of each
year with respect to the immediately preceding calendar quarter, equal to the
greater of (i)  -2-    $30,000
and (ii) 5% of EBITDA for the immediately preceding calendar quarter, commencing
with respect to the calendar quarter ended March 31, 2008 (it being acknowledged
and agreed by the parties that the Manager has been providing to the Company the
services to be rendered hereunder since January 1, 2008), computed without
taking into consideration the fees payable under this Section 3;
provided, however, that all Management Fees earned by the Manager
prior to the Initial Transaction shall accrue and not be paid to the Manager
until the consummation of the Initial Transaction.  For purposes of
determining the amount of the Management Fee payable to the Manager with respect
to any calendar quarter, the Companys Board of Directors may, at the time, make
a reasonable good faith estimate of EBITDA with respect to such calendar
quarter.  Without limiting the foregoing, at the end of each fiscal year
during the term of this agreement, the parties shall make appropriate adjustment
to the aggregate amount of the Management Fee paid to date to the Manager with
respect to such prior fiscal year based on any adjustments made to the
calculation of EBITDA with respect to such prior fiscal year as a result of the
audit of the Companys or its subsidiaries financial statements, or in the
absence of such an audit as a result of the final determination of EBITDA with
respect to such prior fiscal year by the Companys Board of Directors.  (b) The
Company shall reimburse the Manager for the cost of all reasonable out-of-pocket
fees and expenses hereafter incurred by the Manager and its affiliates in the
performance of the services hereunder and all matters related thereto.  The
aforementioned expenses will be payable by the Company to the Manager on a
quarterly basis in arrears, on April 15, July 15, October 15 and January 15 of
each year with respect to the immediately preceding calendar quarter, upon
presentation by the Manager of invoices for such expenses.  (c) In
connection with additional management services required in connection with
certain corporate events, the Manager shall also be entitled to additional
customary and reasonable fees for management consulting services provided to the
Company or to any of its direct or indirect subsidiaries or shareholders,
including with respect to, without limitation, refinancings, restructurings,
equity or debt offerings, acquisitions, mergers, consolidations, business
combinations, sales and divestitures (each a Consulting Event).
 In the event that at any time during the term hereof, there shall occur a
Consulting Event involving the Company or any of the Companys direct or
indirect subsidiaries or shareholders, the Company shall pay the Manager a
management consulting fee, in cash, equal to 1% of the aggregate consideration
(including assumed debt and long-term liabilities) paid to or by the Company or
to or by any of its direct or indirect subsidiaries or shareholders in
consideration for the Managers performance of management consulting services in
connection with such Consulting Event; provided, however, that the
amount of the management consulting fee payable to the Manager in connection
with the Initial Transaction shall be reduced by the amount of all Management
Fees payable to the Manager with respect to the period occurring prior to the
consummation of the Initial Transaction.  4. Activities
of the Manager.  The Manager shall be free to provide similar services
to such other business enterprises or activities as the Manager may deem fit
without any limitation or restriction whatsoever.  5. Term.
 The term of this agreement shall commence as of the date hereof and shall
terminate on the tenth anniversary of the date hereof.   -3-    6. Relationship
of the Parties.  The Manager is providing services hereunder as an
independent contractor, retaining control and responsibility for its operations
and personnel.  Nothing in this agreement shall be deemed to constitute the
parties hereto joint venturers, partners or participants in an unincorporated
business or other separate entity, nor in any manner create any
employer-employee relationship between the Company and its direct and indirect
subsidiaries on the one hand, and the Manager or any of the Managers employees
on the other hand.  7. Board
of Directors and Officers.  Nothing in this agreement shall be
construed to relieve the directors or officers of the Company from the
performance of their respective duties or limit the exercise of their powers in
accordance with the Companys organizational documents, any applicable
provisions of applicable law, or otherwise.  The activities of the Company
shall at all times be subject to the control and direction of its Board of
Directors and officers.  The Company reserves the right to make all
decisions with regard to any matter upon which the Manager has rendered its
advice and consultation.  8. Limitation
of Liability.  Neither the Manager nor any of its affiliates, members,
partners, managers, directors, officers, employees, agents and/or controlling
persons, nor any successor by operation of law (including by merger) of any such
person, nor any entity that acquires all or substantially all of the assets of
any such person in a transaction or series of related transactions (all of the
foregoing, collectively, the Manager Indemnitees) shall be liable to
the Company or any of its subsidiaries or affiliates or any of the security
holders or creditors of the Company or any of its affiliates for any loss,
liability, damage, deficiency, diminution in value, action, suit, claim,
proceeding, investigation, audit, demand, assessment, fine, judgment, cost or
other expense (including, without limitation, legal fees and expenses)
(collectively, Liabilities) directly or indirectly (whether in
contract, tort or otherwise) arising out of, related to, caused by, based upon
or in connection with the performance of services contemplated by this
agreement, unless such Liability shall be proven to result directly and
primarily from the willful misconduct of such person.  The Manager makes no
representations or warranties, express or implied, in respect of the services
provided by any Manager Indemnitee.  In no event will any Manager
Indemnitee be liable to the Company or any of its subsidiaries or affiliates (a)
for special, indirect, punitive or consequential damages, including, without
limitation, loss of profits or savings or lost business, whether or not such
damages are foreseeable or such Manager Indemnitee has been advised of the
possibility of such damages or (b) in respect of any Liabilities relating to any
third party claims (whether based in contract, tort or otherwise), except as
expressly set forth in Section 9.  Under no circumstances will the
aggregate liability of the Manager Indemnitees exceed, in the aggregate, the
fees actually paid to the Manager hereunder.  9. Indemnification.
 The Company shall reimburse, defend, indemnify and hold the Manager
Indemnitees harmless from and against any Liabilities arising out of, related
to, caused by, based upon or in connection with (a) any act or omission of, or
on behalf of, the Company, any of its subsidiaries or the Manager, except to the
extent proven to result directly and primarily from the willful misconduct of
the person seeking indemnification, or (b) any act or omission made at the
direction of the Company or any of its subsidiaries (Claims).  The
Company shall defend at its own cost and expense and any and all suits or
actions (just or unjust) which may be brought against the Company, its
subsidiaries or any of their affiliates, or any Manager Indemnitee or in which
any Manager Indemnitee may be impleaded with others upon any  -4-    Claims,
or upon any matter, directly or indirectly arising out of, related to, caused
by, based upon or in connection with this agreement or the performance (or
failure of performance) hereof by any Manager Indemnitee.  10. Assignment.
 This agreement and the rights, duties and obligations of the Company
hereunder may not be assigned or delegated by the Company without the prior
written consent of the Manager.  This agreement and the rights, duties and
obligations of the Manager hereunder may not be assigned or delegated by the
Manager, other than to an affiliate of the Manager, without the prior written
consent of the Company.  11. Amendments.
 No amendment, supplement or waiver of any provision of this agreement
shall be effective unless the same shall be in writing and signed by the Manager
and the Company (in the case of an amendment or supplement) or by the waiving
party (in the case of a waiver).  12. Applicable
Law.  This agreement shall be governed by, and construed and enforced
in accordance with, the laws of the state of New York that apply to contracts
made and performed entirely within such state.  13. Section
Headings.  The headings of each section are contained herein for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this agreement.  14. Entire
Agreement.  This agreement contains the entire agreement of the parties
with respect to the subject matter hereof and supersedes and replaces all prior
negotiations, writings, agreements and understandings relating to the subject
matter of this agreement.  15. Severability.
 Any provision of this agreement that is held to be invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction shall be
ineffective only to the extent of such invalidity, illegality or
unenforceability, without affecting in any way the remaining provisions hereof;
provided, however, that the parties will attempt in good faith to
reform this agreement in a manner consistent with the intent of any such
ineffective provision for the purpose of carrying out such intent.  If any
provision is held void, invalid or unenforceable with respect to particular
circumstances, it shall nevertheless remain in full force and effect in all
other circumstances.  16. Counterparts.
 This agreement may be executed in counterparts, each of which shall be an
original, and both of which together shall constitute one and the same document.
Any counterpart may be executed by facsimile signature and such facsimile
signature shall be deemed an original.  [The next page is the signature page]  -5-    Please
sign below to confirm that the foregoing sets forth our agreement as of the date
first written above.  Very truly yours,  RICHLAND, GORDON & COMPANY   By:/s/Alan D. Gordon Name:  Alan D.
Gordon Title:
   President  Agreed:  ATLANTICA, INC.   By: /s/Shelley Goff Name:  Shelley
Goff Title:
   Secretary & Chief Financial Officer   [Management Services Agreement -- Signature Page]