f8k063008ex10i_ea2bcc.htm


    


     

    ADVISORY

    AGREEMENT

     

    BETWEEN

    BEDMINSTER CAPITAL
CORP.

     

      AND

     

    THESEUS
ASSET MANAGEMENT COMPANY, LLC

     

    


     

    This ADVISORY AGREEMENT is made and
entered into as of this 30th  day
of June, 2008, between BEDMINSTER CAPITAL CORP. , a Nevada corporation (the
"Company") and THESEUS ASSET MANAGEMENT COMPANY, LLC (the "Advisor"), a New
Jersey limited liability company.

     

    WITNESSETH:

     

    WHEREAS, the Company desires to avail
itself of the experience, sources of information, advice and assistance of the
Advisor and to have the Advisor undertake the duties and responsibilities
hereinafter set forth, on behalf of and subject to the supervision of the Board
of Directors (the "Directors") of the Company, all as provided herein;
and

     

    WHEREAS, the Advisor is willing to
undertake to render such services, subject to the supervision of the Directors,
on the terms and conditions hereinafter set forth;

     

    NOW, THEREFORE, in consideration of the
premises and of the mutual covenants herein contained, and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:

     

    1.   Definitions.

     

    As used
herein, the following terms shall have the meanings set forth
below:

     

    (a)
"Affiliate" shall mean (i) any Person directly or indirectly owning, controlling
or holding with power to vote, five percent (5%) or more of the outstanding
voting securities of such other Person; (ii) any person five percent (5%) or
more of whose outstanding voting securities are directly or indirectly owned,
controlled, or held with power to vote, by such other Person;

     

    (hi) any
Person directly or indirectly controlling, controlled by, or under common
control with, such other Person; or (iv) any officer, director, partner,
copartner, or employee of such other Person.

     

    (b)
"Average Invested Assets" for any period shall mean the average of the aggregate
Book Value of the assets of the Company. This figure will be computed by taking
the average of such values at the end of each month during such
period.

     

    (c) "Book
Value" of an asset shall mean the value of such asset on the books of the
Company, before allowance for depreciation or amortization or other similar
non-cash reserves.

     

     

    
      
        
        

      

      
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    (d)
"Fiscal Year" shall mean any period for which an income tax return is submitted
by the Company to the Internal Revenue Service and which is treated by the
Internal Revenue Service as a reporting period for the Company.

     

    (e)
"Mortgage" shall mean a mortgage, a deed of trust or any other instrument
creating a security interest in a Real Property.

     

    (f)
"Mortgage Loan" shall mean a loan evidenced by a Mortgage.

     

    (g) "Net
Income" for any period shall mean total revenues applicable to such period, less
the expenses applicable to such period other than additions to reserves for
depreciation or bad debts or other similar non-cash reserves.

     

    (h)
"Person" shall mean and include individuals, corporations, limited partnerships,
limited liability companies, general partnerships, joint stock companies or
associations, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts, or other entities and governments and
agencies and political subdivisions thereof.

     

    (i) "Real
Property" shall mean improved and unimproved land, improvements, furniture and
fixtures located on or used in connection with land, and any right or interest
in any of the foregoing, including a leasehold interest, an interest in air,
subterranean or mineral rights, but shall not include Mortgage
Loans.

     

    (j)
“Directors” shall mean the board of directors as constituted by the Company from
time to time in accordance with its bylaws and certificate of
incorporation.

     

    2.    Duties
of the Advisor.

     

    The Advisor agrees to act on a basis
which is fair and reasonable to the Company and its shareholders in selecting
from among the particular investment opportunities that come to it; provided,
however, that the Advisor shall not be required to present to the Company any
particular investment opportunity which comes to it even if the opportunity is
one which, if presented to the Company, could be taken by the Company. Subject
to the supervision of the Directors, the Advisor shall:

    


    (a) use
its best efforts to present and recommend to the Company a continuing and
suitable investment program consistent with the investment policies and
objectives of the Company;

     

    (b)
administer the Company's day-to-day investment operations and perform or
supervise the performance of such other administrative functions in connection
with the management of the Company as may be agreed upon by the Advisor and the
Directors;

     

    (c) serve
as the Company's investment primary adviser and consultant in connection with
policy decisions to be made by the Directors and, as requested, furnish reports
to the Directors and provide research and economic and statistical data in
connection with the Company's investments and investment policies;

     

    
      
        
        

      

      
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    (d) As
may be agreed upon by the Advisor and the Directors, investigate, select and
conduct relations on behalf of the Company with consultants, borrowers, lenders,
mortgagors and other mortgage and investment participants, accountants, mortgage
loan originators, or brokers, correspondents and servicers, technical advisers,
attorneys, underwriters, brokers and dealers, corporate fiduciaries, escrow
agents, depositaries, custodians, agents tor collection, insurers, insurance
agents, banks, builders and developers, and persons acting in any other capacity
deemed by the Directors necessary or desirable, and enter into appropriate
contracts with, employ, retain arid supervise services performed or to be
performed by, any such parties in connection with investments which have been or
may be acquired, sold or otherwise disposed of by the Company;

     

    (e)
consult with the Directors and present to them opportunities to acquire
investments consistent with the investment policies and objectives of the
Company and furnish the Directors with advice and recommendations with respect
to the making, the acquiring (by purchase, investment, exchange or otherwise),
the holding and the disposition (through sale, exchange or otherwise) of
investments consistent with the policies and objectives of the
Company;

     

    (f)
obtain for the Company such services as may be required for property management,
mortgage servicing, construction and development loan disbursements and other
activities relating to the investment portfolio of the Company, and act as the
attorney-in-fact or agent of the Company in working with and supervising
whomever is selected to perform such services.

     

    3.   Relationship
of Parties:

     

    The relationship between the Parties
created by this Agreement is that of independent contractors, and not partners,
joint venturers or agents.

     

    4.   Records.

     

    At all times, the Advisor shall keep
proper books of account and records relating to services performed hereunder,
sufficient to enable the Company to verify that Company has received the
services for which the Company has been billed hereunder.  Such
records shall be maintained throughout the term of the Agreement, or for the
later of a period of two (2) years after  termination of this
Agreement.  The Company and any audit firm engaged by the Company
shall have the right, upon reasonable notice, to examine such records at any
time during ordinary business hours.

    


    5.  Other
Activities of Advisor.

    


              (a)  Nothing
herein contained shall prevent the Advisor, or any Affiliate of the Advisor,
from acting as adviser to any other person or  entity even though such
entity may have investment policies similar to the Company; provided, however,
that if, at any time, the Advisor serves as adviser to more than one real estate
entity (including the Company) with similar investment policies, it will offer
loans and investments which are appropriate to more than one such entity first
to that entity which has had uninvested funds for the longest period of
time.

    


             (b)  Affiliates
of the Advisor may serve as Directors, officers, employees, agents, nominees or
signatories for the Company.

    


             (
c)  When executing documents or otherwise acting in such capacities
for the  Company, such persons shall use their respective titles in
the Company.

     

     

    
      
        
        

      

      
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    6.   Liability
and Indemnification.

    


    (a)    The Advisor, its
officers and its employees will not be liable to the Company (whether on a tort,
breach of contract or other theory) for investment
advice or acts or omissions under or pursuant to this Agreement or for the acts
or omissions of the Company in the management of the assets, and the Company
shall indemnify and save harmless the Advisor, its officers and employees from
and against any and all claims asserted against them arising from any such
investment advice, acts or omissions, including all attorney’s fees and other
expenses reasonably incurred or to be incurred in the defense of any such
claim, to the extent such
liability, claims, damages or losses and related expenses are not fully
reimbursed by insurance, unless such act or omission for which exculpation or
indemnification is sought constituted a breach of this Agreement, bad faith,
willful misfeasance, gross negligence or reckless disregard by the Advisor of
its duties in the performance of services under this Agreement. The provisions
of this paragraph shall survive a termination or expiration of this
Agreement.

     

    (b)           Advisor shall indemnify and save
harmless the Company, its officers and employees from and against any and all
claims asserted against them arising from Advisor’s breach of this Agreement, bad faith,
willful misfeasance, gross negligence or reckless disregard by the Advisor of
its duties in the performance of services under this Agreement. The provisions
of this paragraph shall survive a termination or expiration of this
Agreement.

    


     7.   Expenses
of the Advisor.

    


    Without regard to the amount of
compensation received hereunder by the Advisor, the Advisor shall bear
the  following expenses:

    


              (a)   all
direct and indirect remuneration and all other employment expenses of employees
of the Advisor, including but not limited to, salaries, wages, payroll taxes and
the costs of employee benefit plans, but not including fees paid to Directors
affiliated with the Advisor;

    


               (b)   rent,
telephone, utilities, office furniture, equipment  and machinery and
other office expenses of the Advisor, except as any of such expenses relate to
an office maintained by the Company separate from the office of the
Advisor;

    


               (c)   costs
including but not limited to travel, marketing, seminars, courier, business
promotions, entertainment, advertising, office supplies, etc. where such costs
are not directly identifiable to the Company’s assets, liabilities, operations,
business and financial affairs; and

    


                (d)   miscellaneous
administrative expenses relating to performance by the Advisor of its duties
hereunder.

    


    


    


    
      
        
        

      

      
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    8.   Compensation.

     

    The Advisor shall be paid for services
rendered by it under this Agreement as follows:

     

    (a)           Base
Compensation.

    


    On or before the fifteenth (15th) day
of each calendar month, the Company shall pay to the Advisor the higher of
Thirty-Five thousand ($35,000.00) Dollars or  0.1666% (2.00% on an
annualized basis) of Average Invested Assets of the Company during the preceding
month.

    


    (b)           Incentive
Compensation.

    


    In order to further reward the Advisor
for performance hereunder, the Company shall pay in cash to the Advisor on or
before the ninetieth (90th) day after the close of each Fiscal Year an incentive
fee equal to twenty percent (20%) of Net Income for such Fiscal Year in excess
of the initial ten percent (10%) amount of such Net Income.

    


    (c)           Share
Compensation.

    


    (i)           Company
agrees to issue Three Million (3,000,000) Class A Common Shares of Company
(“Shares”) to Advisor.  The Company shall cause such Shares to be
issued as soon as reasonably practicable after execution of this Agreement and
after the effective date of a 1-for-10 reverse split to be carried out by the
Company in the second quarter of 2008.

    


    (ii)           By
Advisor’s execution of this Agreement, the Advisor hereby confirms, that the
Shares to be acquired by the Advisor will be acquired for investment for the
Advisor’s own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that the Advisor has no present
intention of selling, granting any participation in, or otherwise distributing
the same.  By executing this Agreement, the Advisor further represents
that the Advisor does not presently have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Shares. The Advisor
has not been formed for the specific purpose of acquiring the
Shares.  Notwithstanding the foregoing, the Shares subject to the
restrictions provided herein, may be transferred to a transferee who is a Member
of the Advisor, or an Affiliate of a Member of the Advisor.

     

    (iii)           The
Advisor understands that the Shares have not been, and will not be, registered
under the Securities Act, by reason of a specific exemption from the
registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of the
Advisor’s representations as expressed herein.  The Advisor
understands that the Shares are “restricted securities” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, the Advisor
must hold the Shares indefinitely
unless they are registered with the Securities and Exchange Commission and
qualified by state authorities, or an exemption from such registration and
qualification requirements is available.  The Advisor acknowledges
that the Company has no obligation to register or qualify the Shares, for
resale. The Advisor further acknowledges that if an exemption from registration
or qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period
for the Shares, and on requirements relating to the Company which are outside of
the Advisor’s control, and which the Company is under no obligation and may not be able to
satisfy. 

     

     

    
      
        
        

      

      
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    Further,
Advisor and any transferees of Advisor permitted by this Agreement, will not be
permitted to transfer the Shares to any transferee not permitted by Section
8(c)(ii) of this Agreement, (except to the Company as provided in Section
8(c)(i) above) without the advance written permission of Company, for a period
of three (3) years frm the date of this Agreement.  Certificates
representing the Shares will bear one or more legends notifying the holder of
such Certificate of the existence of the foregoing restrictions.

     

    9.   Additional
Services.

     

    If and to the extent that the Company
shall request the Advisor, or any director, officer, partner or employee of the
Advisor, to render services for the Company other than those required to be
rendered by the Advisor hereunder, such additional services, if performed, will
be compensated separately on terms agreed upon between such party and the
Company from time to time, subject to applicable law. In particular, but without
limitation, if the Company shall request that the Advisor perform property
management, mortgage servicing, loan disbursement or similar functions, the
Company and the Advisor shall enter into a separate agreement specifying the
obligations of the parties and providing for reasonable additional compensation
to the Advisor for performing such services.

     

    10.   Statements.

     

    The Advisor shall prepare, at the
request of the Directors, a statement showing the computation of the fee, if
any, payable with respect to any period so requested.   The
Company shall have the right to audit such computation as provided inSection 4
above.

     

    11.   Information
Furnished to Advisor.

    


    The Directors shall at all times keep
the Advisor fully informed with regard to the investment policy of the Company,
the capitalization policy of the Company, and generally their then current
intentions as to the future of the Company. In particular, the Directors shall
notify the Advisor promptly of their intention to sell or otherwise dispose of
any of the Company's investments, or to make any new investment. The Company
shall furnish the Advisor with a copy of all financial statements, a signed copy
of each report prepared by independent certified public accountants, and such
other information with regard to its affairs which the Advisor from time to time
may reasonably request.

     

    12.   Expenses
of the Company,

     

    Except as expressly otherwise provided
in this Agreement, the Company shall pay all expenses not assumed by the
Advisor, including, but not limited to:

     

    (a) To
the extent the Advisor is not required to pay such expenses pursuant to Section
7 hereof, the salaries and other employment expenses of the Directors of and
personnel employed by the Company and travel and related expenses of directors,
officers and employees of the Advisor and of Directors, officers and employees
of the Company relating to the business and financial affairs of the
Company;

     

    (b) the
cost of borrowed money;

     

    (c) taxes
on income, taxes on property, assessments against Real Property, and all other
taxes and applicable to the Company;

     

     

    
      
        
        

      

      
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    (d)
legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing,
engraving and other expenses and taxes incurred in connection with the issuance,
distribution, transfer, registration and stock exchange listing of the Company's
securities;

     

    (e) fees
and expenses paid to independent advisers, independent contractors, consultants
(including investor relations consultants), managers and other agents employed
directly by the Company (other than through the Advisor);

     

    (f) to
the extent not paid by borrowers from the Company, costs of loan administration
and mortgage servicing;

     

    (g)
expenses related to mortgage loans and connected with the acquisition,
disposition, leasing and ownership of Real Property investments, including, to
the extent not paid by others, but not limited to, legal fees and other expenses
of professional services; the costs of foreclosure; costs
of  financings and refinancings; insurance premiums; legal or
accounting services; taxes; title and abstract expenses; brokerage and sales
commissions; maintenance, repair or improvement of Real Property; architectural
and engineering fees; expenses of managing Real Property equity interests and
appraisal or inspection fees except when performed by employees of the
Advisor;

     

    (h)
expenses related to Real Property equity interests owned by the Company,
including, but not limited to, insurance premiums; legal or accounting services;
architectural and engineering fees; appraisal or inspection fees except when
performed by employees of the Advisor; taxes; title and abstract expenses;
brokerage and sales commissions; management fees and expenses; and costs of
financings and refinancings;

     

    (i) other
insurance as required by the Directors (including Directors' liability
insurance, if any);

     

    (j) the
expenses of dissolving the Company or of amending the Articles of Incorporation
or Bylaws of the Company or of merging the Company with any other
entity;

     

    (k)
expenses connected directly with payments to holders of securities of the
Company and other bookkeeping and clerical work necessary in maintaining
relations with holders of securities and the investment community in general,
including the cost of preparing, printing and distributing proxy materials,
reports to shareholders, news releases, and certificates for securities, and any
legal assistance related thereto;

     

    (1)
transfer agents', registrars', warrant agents', dividend paying agents' and
indenture trustees' fees and charges;

     

    (m)
advertising expenses incurred in seeking Real Property investments or disposing
of Real Property assets for the Company;

     

    (n) all
costs including but not limited to travel, marketing, seminars, courier,
business promotions, entertainment, advertising, office supplies, etc. where
such costs are directly attributable and identifiable to the Company's assets,
liabilities, operations, business and financial affairs.

     

    (o)  the
cost of a chief financial officer and controller for the Company who is
unaffiliated with the Advisor.

     

     

    
      
        
        

      

      
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    13.   No
Partnership or Joint Venture.

     

    The Company and the Advisor are not
partners or joint venturers with each other and nothing herein shall be
construed so as to make them such partners or joint venturers or impose any
liability as such on either of them.

     

    14.   Term
of Agreement - termination.

    


    (a.)    The term of
this Agreement shall commence on the date hereof and shall continue until
December 31 , 2012 (the “Initial Term”).  The term of this Agreement
shall be automatically renewed each year thereafter if not terminated by the
parties prior to the end of each year. The Initial Term as so extended is
referred to herein as the Extended Term.

     

    (b.)    Prior to
the expiration of this Agreement or any renewal term:

      

    (i)           Either
party may elect to terminate the Agreement if the other is the subject of
proceedings properly commenced under any chapter of the Bankruptcy Act; is the
subject of liquidation or insolvency proceedings properly commenced by a
regulatory agency with jurisdiction to liquidate the business and affairs of a
party; is adjudged insolvent in any proceeding commenced in any court of a
competent jurisdiction for the appointment of a receiver, liquidator or trustee;
makes a general assignment for the benefit of creditors; or admits in writing
its inability to pay its debts as they come due.

    


    (ii)           Either
party may terminate if the other materially breaches this Agreement or commits,
or has committed prior to the effective date of this Agreement, an act or
omission in the performances contemplated by this Agreement (or the Prior
Agreement between the parties) constituting bad faith, willful misfeasance,
gross  negligence or reckless disregard of duties or responsibilities
and such breach, act or omission is not cured within a period of thirty
(30) days next following the date on which written notice specifying such
breach or act or omission is delivered to the breaching party.

    


    (iii)           Either
party may terminate if the Company is the subject of any action by any
regulatory authority (including without limitation NASDAQ or an other stock
exchange, the Office of Comptroller of Currency, the Internal Revenue Service
and the Department of Labor) which results in conditions under which the
operation of the Company is not feasible.

    


    (iv)           The
Company may terminate this Agreement without cause, with 60 day written notice,
in the event that shareholders representing 51% of the outstanding voting shares
of the Company notify the Company and the Advisor in writing that they wish to
terminate the Advisor’s services under this Agreement.

    


                (c.)    Upon
termination or expiration, the Advisor will promptly honor all instructions
received from the Company. The Advisor shall provide to the Company a final
overall report and shall deliver to the Company any and all original documents
pertaining to Real Property Investments then in its possession and, as requested
by the Company, copies of other books and records relating to the Company and
the Real Estate Investments that are not already in the possession of the
Company.

     

                (d.)    Upon
termination, any fees due the Advisor shall be prorated to the date of
termination and paid within 30 days after the date of termination.

     

     

    
      
        
        

      

      
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    15.   Assignment.

     

    The Advisor shall not assign this
Agreement without the written consent of the Company. The Company may terminate
this Agreement in the event of its assignment by the Advisor except in the event
of an assignment to a corporation, association, trust, or other successor
organization which may take over the property and carry on the affairs of the
Advisor, provided that following such assignment the entity which controls the
operations of the Advisor immediately prior to the assignment shall control the
operations of the successor organization, including the performance of the
Advisor's duties under this Agreement, and it shall be bound by the same
restrictions by which it was bound prior to such assignment; however, if at any
time subsequent to such an assignment such entity shall cease to control the
operations of the successor organization, the Company may thereupon terminate
this agreement. Such an assignment or any other assignment of this Agreement by
the Advisor shall bind the assignee hereunder in the same manner as the Advisor
is bound hereunder. In addition, the Advisor may delegate, assign, or otherwise
discharge any of its obligations under this Agreement to or through any of its
wholly-owned subsidiaries or their wholly-owned subsidiaries, subject to the
same terms and conditions as are applicable to the Advisor itself under this
Agreement, provided that Advisor remains responsible for the performance of such
subsidiaries.  Any assignment contrary to the terms of this Section 15
is null and void.

     

    16.   Default,
Bankruptcy, etc.

     

    At the option solely of the Directors,
this Agreement shall be and become terminated immediately upon written notice of
termination from the Directors to the Advisor if any of me following events
shall occur:

     

    (a)  if
the Advisor shall violate any provision of this Agreement, and after notice of
such violation shall not cure such default within thirty (30) days,

     

    (b)   if
the Advisor shall be adjudged bankrupt or insolvent by a court of competent
jurisdiction, or an order shall be made by a court of competent jurisdiction for
the appointment of a receiver, liquidator or trustee of the Advisor or of all or
substantially all of its property by reason of the foregoing, or approving any
petition filed against the Advisor for its reorganization and such adjudication
or order shall remain in full force or unstayed for a period of thirty (30)
days; or

    


    (c)   if
the Advisor shall institute proceedings for voluntary bankruptcy or shall file a
petition seeking reorganization under the Federal bankruptcy laws, or for relief
under any law for the relief of debtors, or shall consent to the appointment of
a receiver of itself or all or substantially all its property, or shall make a
general assignment for the benefit of its creditors, or shall admit in writing
its inability to pay its debts generally as they become due.

     

    The
Advisor agrees that if any of the events specified in subsections (b) or (c) of
this Section 16 shall occur, it will give written notice thereof to the
Directors within seven (7) days after the occurrence of such event.

     

     

    
      
        
        

      

      
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    17.   Action
Upon Termination.

     

    From and after the effective date of
expiration or termination of this Agreement, pursuant to Sections 14, 15, or 16
hereof, the Advisor shall not be entitled to compensation for further services
hereunder but shall be paid all compensation accruing to the date of expiration
or termination. The Advisor shall forthwith upon any such event:

     

    (a) pay
over the Company all monies collected and held for the account of the Company
pursuant to this Agreement;

     

    (b) as
soon as possible, deliver to the Directors a full accounting, including a
statement showing all payments collected by it and a statement of all monies
held by it, covering the period following die date of the last accounting
furnished to the Directors;

     

    (c)
deliver to the Directors all property and documents of the Company then in the
custody of the Advisor;

     

    (d)
cooperate with the Company and take all reasonable steps requested by the
Directors to assist the Directors in making an orderly transition.

     

    18.   Advisor's
Liability.

     

    The Advisor assumes no responsibility
under this Agreement other than to render the services called for hereunder in
good faith and to make decisions and advise courses of action that it
determines, in good faith, to be in the best interests of the Company, and the
Advisor shall not be responsible for any action of the Directors in following or
declining to follow any advice or recommendations of the Advisor. Neither the
Advisor nor its shareholders, directors, officers or employees shall be liable
to the Company, the Directors, the holders of securities of the Company or to
any successor or assign of the Company except by reason of acts constituting bad
faith, willful misfeasance, gross negligence or reckless disregard of their
duties.

     

    19.   Acknowledgments,
Representations and Warranties of  the Parties.

     

    
      	
              a.  

            	
              In
      providing the services described in this Agreement, The Advisor shall
      exercise the degree of care consistent with that of qualified professional
      investment advisers in relating to the same or similar kinds of
      investments and shall conduct itself in a manner consistent with the
      fiduciary.

            


    

     

    
      	
              b.  

            	
              The
      Company understands and acknowledges that the Advisor is not a registered
      investment adviser under the Investment Advisers Act of 1940, and that the
      Advisor does not expect to apply for such a license. The Company further
      represents and the Advisor relies upon the Company’s representation that
      it and its  legal counsel have reviewed the requirements for
      such licensure and has concluded that the services required from the
      Advisor as set forth in this agreement do not require the Advisor to have
      the above described licensure.

            


    

     

    
      	
              c.  

            	
              The
      Advisor shall promptly notify the Company in the event of any change in
      control of the Advisor or if  the Advisor or any affiliate of
      the Advisor is the subject of proceedings properly commenced under any
      chapter of the Bankruptcy Act, is the subject of liquidation or insolvency
      proceedings properly commenced by a regulatory agency with jurisdiction to
      liquidate the business and affairs of a party; is adjudged insolvent in
      any proceeding commenced in any court of competent jurisdiction for the
      appointment of a receiver, liquidator or trustee; makes a general
      assignment for the benefit of creditors; or admits in writing its
      inability to pay its debts as they come
due.

            


    

     

     

    
      
        
        

      

      
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    20.   Notices.

     

    Any notice, report or other
communication required or permitted to be given hereunder shall be in writing
unless some other method of giving such notice, report or other
communication

     

    21.   Miscellaneous.

     

    
      	
              a.  

            	
              This
      Agreement (including the exhibits, other addenda, if any, and documents
      incorporated by reference, if any) constitutes the entire Agreement
      between the parties with respect to its subject matter, and supersedes all
      prior agreements, proposals, negotiations and other written or oral
      communications between the parties with respect to the subject matter of
      this Agreement. No waiver of any breach of this Agreement, and no course
      of dealing between the parties, shall be construed as a waiver of any
      subsequent breach of this Agreement. Except as expressly provided herein,
      this Agreement may be modified only if such modifications are in writing
      and signed by the parties hereto.

            


    

     

    
      	
              b.  

            	
              If
      any one or more of the covenants, agreements, provisions or terms of this
      Agreement shall be held contrary to any express provision of law or
      contrary to the policy of express law, though not expressly prohibited, or
      against public policy, or shall for any reason whatsoever be held invalid,
      then such covenants, agreements, provisions or terms shall be deemed
      severable from the remaining covenants, agreements, provisions or terms of
      this Agreement and shall in no way affect the validity or enforceability
      of the other provisions of this Agreement or the rights of the parties
      hereto. Section headings are for convenience of reference only and shall
      not affect the interpretation of this
Agreement.

            


    

     

    
      	
              c.  

            	
              This
      Agreement shall be exclusively administered, construed and enforced in
      accordance with the laws of the State of New Jersey as if the Agreement
      were executed and performed entirely therein, without giving effects to
      principles of conflicts of law.

            


    

     

    
      	
              d.  

            	
              This
      Agreement may be executed in any manner of separate counterparts, each of
      which shall together be deemed an original, but the
      several  counterparts shall together constitute but one and the
      same Agreement of the parties
hereto.

            


    

     

    SIGNATURE
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    IN
WITNESS WHEREOF, the Parties have executed this Agreement on the day, month and
year as first set forth.

     

     

    Bedminster
Capital
Corp.                                                          THESEUS ASSETMANAGEMENT COMPANY,LLC

     

     

    _____________________________                                                                    _____________________________

     

    By:
Paul
Patrizio                                                                                                       
By: Christian Van Pelt

     

    Title:
CEO                                                                                                                    Title:
Manager