abds_8k-ex1001.htm


    Exhibit
10.1

    


    SERVICES
AGREEMENT

     

    THIS
SERVICES AGREEMENT (this "Agreement"), dated
and executed as of November 13, 2008, is made by and between Allegro Biodiesel
Corporation ("ABDS" or the "Company") and Ocean
Park Advisors, LLC, a California limited liability company (“OPA”).

     

    RECITALS

     

    WHEREAS,
the Company is monetizing non-operating assets and seeking a strategic
transaction.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the premises and covenants set forth herein, and
intending to be legally bound hereby, the parties to this Agreement hereby agree
as follows:

     

    1.           Effectiveness of the
Agreement.  This Agreement shall become effective as of
November 1, 2008.

     

    2.           Engagement. The
Company hereby engages OPA to perform management services for the benefit of the
Company on the terms and conditions set forth in this Agreement. The Company is
hereby obtaining from OPA the services set forth on Schedule 1 (the
“Management
Services”).

     

    3.           Duties.

     

    (a)           The
provision of Management Services by OPA shall be subject to ABDS’ Charter,
Bylaws (including without limitation the provision that the business and affairs
of ABDS shall be managed by its Board of Directors (the "Board")) and other
governing documents, including committee charters, as well as applicable laws
and regulations, including the regulations of any securities exchange on which
ABDS' securities are listed or traded.

     

    (b)           During
the Term, OPA shall be entitled to nominate two directors to the Board (the
“OPA
Directors”).  If any OPA Director is not elected to the Board
or for any reason is not serving as an ABDS director during the Term, then OPA
shall have the right to nominate another person to serve as a director of
ABDS.  As of the date of this Agreement, Comer serves as a Director of
ABDS.

     

    (c)           OPA
shall cause its representative to furnish such time at such locations as are
reasonably necessary to perform the Management
Services.  Consequently, it is hereby understood and agreed that no
individual person is required to devote a majority of his full time to this
engagement.  In furtherance of the foregoing, ABDS shall include the
OPA nominees in any proxy statement relating to the election of
directors.  If for any reason the OPA nominees are not elected to the
Board, the Board shall create a vacancy on the Board and appoint the OPA
directors to fill such vacancies in accordance with the bylaws of the
Company.

     

    (d)           In
undertaking to provide the services set forth herein, none of OPA or any other
person or entity guarantees or otherwise provides any assurances that their
efforts to build the Company's operational and financial health and stability
will be successful and, except for the amount referenced in Section 5(b), ABDS'
obligation to provide the compensation specified under Section 5 hereof
shall not be conditioned upon any particular results being
obtained.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           Term.

     

    (a)           The
initial term of OPA's engagement hereunder (the “Term”) shall be for
one year commencing on the date of the Closing.  The Term shall
continue thereafter on a month-to-month basis unless terminated by either party
upon 60 days’ advance written notice.

     

    (b)           ABDS
shall have the right to terminate the Management Services, effective upon 60
days advance written notice, if Comer, as contemplated by the terms of Schedule 1, is not
actively engaged in the provision of Management Services whether due to death,
disability or by reason of a material breach of this Agreement by
OPA.

     

    5.           Compensation. The
following compensation shall be payable to OPA for provision of the Management
Services by OPA:

     

    (a)           Base
Fee.  ABDS shall pay OPA a monthly fee (the “Base Fee”) of
$18,000, pro-rated for partial months and payable in advance no later than the
first day of every month during the Term.

     

    (b)           Bonus
Fees.  ABDS shall pay to OPA the following
bonuses (collectively, the “Bonus
Fees”).

     

    (i)           $30,000
upon the receipt of any net cash award (“Cash Award”) disbursed to ABDS in
connection with its claims against the escrow account that was established in
connection with ABDS’ acquisition of Vanguard Synfuels, LLC (the “Escrow
Account”), payable as follows:  (a) $15,000 immediately upon receipt
of the Cash Award by ABDS; and (b) an additional $15,000 if, and only if, the
sum of such additional $15,000 plus the amount
payable to OPA pursuant to Section 6(a) does not exceed the payment cap
established pursuant to the second sentence of such Section; provided that, such
cap will not apply if the Cash Award exceeds $600,000.

     

    (ii)           $15,000
upon the completion of the sale of ABDS’ entire interest in Community Power
Corporation (“CPC”), payable as follows:  (a) $7,500 immediately upon
the completion of such sale; and (b) an additional $7,500 if, and only if, the
sum of such additional $7,500 plus the amount
payable to OPA pursuant to Section 6(b) does not exceed the payment cap
established pursuant to the second sentence of such
Section.  Notwithstanding anything to the contrary contained in this
subparagraph, the amounts due to OPA hereunder and under Section 6(b) shall be
paid to OPA if the Board of Directors of ABDS determines that it is in the best
interests of ABDS to retain a portion of its interest in CPC.

     

    (iii)           $15,000
immediately upon the closing of a strategic transaction involving
ABDS.

     

    (c)           Expenses.   OPA
shall reimburse $1,320 per month to ABDS for shared use of office space occupied
by OPA.  In addition, OPA shall reimburse 60% of shared expenses
related to such office space to ABDS.  These items shall include:
telecom expenses, office supplies, parking, information technology support and
maintenance for capital equipment, etc.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           Other
Benefits.  Comer and other persons performing Management
Services shall also be entitled to coverage for services rendered to the Company
while they serve as directors or officers of the Company under director and
officer liability insurance policy(ies) maintained by the Company from time to
time.  No person rendering Management Services on behalf of OPA shall
be entitled to receive other benefits (including, without limitation, employee
welfare benefits) by virtue of this Agreement.

     

    (e)           Milestone
Tails.  In the event this Agreement expires or is terminated by
ABDS for a reason other than “Cause” (as defined herein) and (i) ABDS completes
one or more of the milestones set forth in Section 6 (a), (b) or (c) (the
“Milestones”) within two (2) years of the expiration or termination date, or
(ii) the Board of Directors of ABDS fails to use good faith reasonable efforts
to complete one or more of the Milestones within two (2) years of the
termination date, OPA shall be entitled to receive payment of the amount(s) that
would have been payable to it for the applicable Milestone(s) as provided in
Sections 5 and 6.  The term “Cause” means (i) a breach of this
Agreement by OPA which is not cured within applicable cure periods; (ii) gross
negligence by OPA or its employees in the performance of its services hereunder;
or (iii) a breach of the duty of loyalty by any employee of OPA who is acting as
an officer or director of ABDS pursuant to this Agreement.

     

    6.           Accrued Amounts Owed to OPA;
Milestones.  The parties agree that, as of November 1, 2008,
Allegro owes OPA $384,399.06 in accrued fees (“Accrued Fees”) payable pursuant
to the 2006 Services Agreement (as defined in Section 20).  OPA hereby
waives $184,399.06 of the Accrued Fees.  Allegro agrees to pay OPA the
balance of the Accrued Fees, equaling $200,000 (the “Balance of Accrued Fees”),
as follows:

     

    (a)           $135,000
upon the receipt of any Cash Award by ABDS; provided that the sum
of the amount of such payment, plus the $15,000
amount payable to OPA pursuant to subparagraph (b)(i)(b) of Section 5, may not
exceed 15% of the Cash Award (the “Cash Award Payment Cap”), and if it does
exceed such Cap, such amount will be reduced to the amount of such
Cap.  Notwithstanding the foregoing, the Cash Award Payment Cap will
not apply if the Cash Award exceeds $600,000.00.

     

    (b)           If
Allegro’s entire interest in CPC is sold (a “CPC Sale”) after ABDS’ receipt of
the Cash Award, OPA will receive $32,500 immediately upon the completion of the
CPC Sale; provided
that, the sum of such amount plus the $7,500
payable to OPA pursuant to subparagraph (b)(ii)(b) of Section 5 may not exceed
15% of the cash portion, if any, of the CPC Sale (the “CPC Payment Cap”), and if
it does exceed such Cap, such amount shall be reduced to the amount of the
Cap.  If Allegro’s entire interest in CPC is sold prior to ABDS’
receipt of the Cash Award, OPA will receive $16,750 immediately upon the
completion of the CPC Sale and $16,750 upon ABDS’ receipt, if ever, of the Cash
Award; provided
that, the sum of the aggregate amount of $32,500 payable to OPA pursuant
to this sentence plus the $7,500
payable pursuant to subparagraph (b)(ii)(b) of Section 5 may not exceed the CPC
Payment Cap, and if it does exceed such Cap, such amount shall be reduced to the
amount of such Cap.

     

    (c)           $32,500
immediately upon the closing of a strategic transaction involving
ABDS.

     

    (d)           OPA
will make bi-weekly reports to the independent director(s) of ABDS, in form and
substance reasonably satisfactory to the parties, regarding the steps being
taken by OPA to achieve the Milestones.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (e)           The
parties agree that the failure to achieve a Milestone by OPA or ABDS will have
no effect on OPA’s right to receive payment of the portion of the Balance of the
Accrued Fees which relates to such Milestone.  OPA will be entitled to
receive payment of such portion at such time, if ever, that ABDS pays other
creditors of ABDS, such payment to be made on a pari passu basis with such
creditors.

     

    7.           Representations and
Warranties.  Each party represents and warrants to the other
party as follows:

     

    (a)           It
is a legal entity duly organized and validly existing under the laws of the
jurisdiction in which it was organized and has all requisite corporate power to
enter into this Agreement.

     

    (b)           Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated herein nor compliance by it with any of the provisions
hereof will: (i) violate any order, writ, injunction, decree, law, statute, rule
or regulation applicable to it or (ii) require the consent, approval, permission
or other authorization of, or qualification or filing with or notice to, any
court, arbitrator or other tribunal or any governmental, administrative,
regulatory or self-regulatory agency or any other third party.

     

    (c)           This
Agreement has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding agreement.

     

    8.           Indemnification.

     

    (a)           The
Company shall indemnify and hold OPA, its principals, officers, shareholders,
employees and agents harmless from and against any and all liability, demands,
claims, actions, losses, interest, costs of defense and expenses (including,
without limitation, reasonable attorneys’ fees) which arise out of or in
connection with the acceptance of this Agreement and the performance of its
duties hereunder except such acts or omissions as may result from the willful
misconduct or gross negligence of OPA.  Promptly after receipt by OPA
of notice of any demand or claim or the commencement of any action, suit or
proceeding relating to this Agreement, OPA shall promptly notify the Company in
writing.  IT IS EXPRESSLY THE INTENT OF THE COMPANY TO INDEMNIFY OPA
AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS AND EMPLOYEES AND AGENTS FROM
ERRORS IN JUDGMENT OR OTHER ACTS OR OMISSIONS NOT AMOUNTING TO WILFULL
MISCONDUCT OR GROSS NEGLIGENCE.

     

    (b)           The
parties acknowledge that Comer has entered into Indemnification Agreements with
ABDS dated as of August 4, 2006, in connection with their service as officers
and directors of ABDS (the “Indemnification
Agreements”).  Further, ABDS shall, upon the execution and
delivery of this Agreement, enter into an indemnification agreement with OPA for
the benefit of OPA and all persons employed by OPA who render Management
Services on substantially similar terms as the Indemnification
Agreements.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.           Insurance.

     

    (a)           ABDS
has furnished to OPA a true, correct and complete copy of the following:
Directors and Officers Go Forward Policy underwritten by National Union Fire
Insurance Company of Pittsburgh, PA, Directors and Officers Runoff Policy
underwritten by National Union Fire Insurance Company of Pittsburgh, PA and
Commercial Liability Insurance underwritten by Markel International Inc. Co.,
LTD.  (collectively, the "Policies" or
individually referred to as a "Policy") issued to
ABDS by various insurers as set forth herein (collectively, the "Insurer"). ABDS
represents that, to the best of ABDS’ knowledge, the Policies are in full force
and effect and that no event has occurred that constitutes or, with the passage
of time or giving of notice would constitute, an event of default thereunder or
that would otherwise give the Insurer any right to cancel such Policies.
Promptly after OPA’s written request, ABDS shall notify the Insurer of the
appointment of any person performing Management Services who becomes an officer
of ABDS. ABDS shall cause its insurance broker to send copies of all
documentation and other communications regarding the Policies, including without
limitation any renewal or cancellation thereof, to the attention of OPA, in the
manner set forth herein, and OPA, Comer, and any person performing Management
Services who becomes an officer of ABDS shall have all indemnities available to
the officers of ABDS pursuant to ABDS’ Charter and Bylaws. As long as the same
can be done at a commercially reasonable cost, during the term of this
Agreement, ABDS shall maintain directors and officers liability insurance
coverage, employment practices insurance coverage and fiduciary liability
insurance coverage comparable as to terms (including without limitation the
provisions or any similar provision regarding extension of the discovery period
thereunder) and amounts not lower than those provided under the Policies, with
any such replacement coverage being obtained from an insurer with a rating from
a nationally recognized rating agency not lower than that of the Insurer
presently providing such coverage. Upon any cancellation or non-renewal of any
Policies by any Insurer, as long as the same can be done at a commercially
reasonable cost, ABDS shall exercise its rights under the applicable clause of
the relevant Policy to extend the claim period for a one-year "discovery period"
and shall exercise such rights and pay the premium required thereunder within
the 30-day period specified therein. ABDS shall use commercially reasonable
efforts, in connection with the next renewal of each Policy, to negotiate to
obtain an option to extend the discovery period set forth in such Policies from
one to three years, as long as the same can be obtained at a commercially
reasonable cost.

     

    (b)           If
a Change of Control (as defined below) occurs after the date hereof with respect
to the Company within six years of the later of (i) the termination of the Term
or (ii) the date that Comer ceases to serve as officer or director of the
Company (such later date, the “Termination Date”),
then the Company shall purchase a “tail” directors and officers liability
coverage policy that shall name Comer as additional named
insured.  The maximum coverage amount of such policy shall be
appropriate for a Company of the type and size of the Company or the date the
policy is purchased, but in any event, not less than $10 million.  The
term of the policy shall be not less than six years less the period of time
lapsed since the Termination Date. “Change in Control”
shall mean the first to occur of any of the following events:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              A
      transaction or series of transactions (other than an offering of equity
      securities by the Company) whereby any “person” or related “group” of
      “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”))
      (other than the Company, any of its subsidiaries, an employee benefit plan
      maintained by the Company or any of its subsidiaries or a “person” that,
      prior to such transaction, directly or indirectly controls, is controlled
      by, or is under common control with, the Company) directly or indirectly
      acquires beneficial ownership (within the meaning of Rule 13d-3 under the
      Exchange Act) of securities of the Company possessing more than 50% of the
      total combined voting power of the Company’s securities outstanding
      immediately after such acquisition;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              During
      any twelve-month period, individuals who, at the beginning of such period,
      constitute the Board together with any new director(s) (other than a
      director designated by a person who shall have entered into an agreement
      with the Company to effect a transaction described in Section 5(i)(ii)(A)
      or Section 5(i)(ii)(C)) whose election by the Board or nomination for
      election by the Company’s stockholders was approved by a vote of at least
      a majority of the directors then still in office who either were directors
      at the beginning of the twelve-month period or whose election or
      nomination for election was previously so approved, cease for any reason
      to constitute a majority thereof; or


            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      consummation by the Company (whether directly involving the Company or
      indirectly involving the Company through one or more intermediaries) of
      (x) a merger, consolidation, reorganization, or business combination or
      (y) a sale or other disposition of all or substantially all of the
      Company’s assets in any single transaction or series of related
      transactions or (z) the acquisition of assets or stock of another entity,
      in each case other than a transaction that results in the Company’s voting
      securities outstanding immediately before the transaction continuing to
      represent (either by remaining outstanding or by being converted into
      voting securities of the Company or the person that, as a result of the
      transaction, controls, directly or indirectly, the Company or owns,
      directly or indirectly, all or substantially all of the Company’s assets
      or otherwise succeeds to the business of the Company (the Company or such
      person, the “Successor
      Entity”)) directly or indirectly, at least a majority of the
      combined voting power of the Successor Entity’s outstanding voting
      securities immediately after the
transaction.

            


    

     

    10.           Limitations on
Liability. The Company agrees that OPA and its personnel will not be
liable to the Company for any claims, liabilities, or expenses relating to this
engagement in excess of the fees paid by them to OPA pursuant to this Agreement,
unless there is a final, nonappealable order of a Court of competent
jurisdiction finding OPA or its personnel performing Management Services liable
for gross negligence or willful misconduct.  In no event will OPA or
any person or entity, or their personnel be liable for consequential, special,
indirect, incidental, punitive or exemplary loss, damages or expenses relating
to the provision of Management Services. These limitations on liability
provisions extend to the employees, representatives, agents and counsel of OPA.
The limitation on liability contained in this Agreement and the indemnification
agreements referenced in Section 7 shall
survive the completion or termination of this Agreement.

     

    11.           Independent Contractor;
Taxes. The parties intend that OPA shall render services hereunder as an
independent contractor, and nothing herein shall be construed to be inconsistent
with this relationship or status.  OPA and any person providing
Management Services shall be solely responsible for any tax consequences by
reason of this Agreement and the relationship established hereunder, and the
Company shall not be responsible for the payment of any federal, state or local
taxes or contributions imposed under any employment insurance, social security,
income tax or other tax law or regulation with respect to OPA’s performance of
management services hereunder. Notwithstanding anything in this Agreement to the
contrary, the Company shall be entitled to effect any withholding from any
amount payable by it pursuant to this Agreement to the extent required by
law.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    12.           Jurisdiction. Each of
OPA and the Company hereby irrevocably and unconditionally (a) submits for
itself and its property in any legal action or proceeding relating to this
Agreement, to the non-exclusive general jurisdiction of the State of California,
the Courts of the United States of America for the Central District of
California located in Los Angeles County, California, and appellate courts from
any thereof; (b) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same; (c) agrees that service of process in any such action or proceeding
may be effected in any manner permitted by law and agrees that nothing herein
shall affect the right to effect service of process in any manner permitted by
law or shall limit the right to sue in any other jurisdiction; and (d) waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this subsection any
special, exemplary or punitive or consequential damages.

     

    13.           Survival of
Agreement. Except as provided in this Agreement, the obligations set
forth in Sections 5,
6, 7 and 8 shall survive the expiration, termination, or supersession of
this Agreement.

     

    14.           Amendments. Any
amendment to this Agreement shall be made in writing and signed by the parties
hereto.

     

    15.           Enforceability. If
any provision of this Agreement shall be invalid or unenforceable, in whole or
in part, then such provision shall be deemed to be modified or restricted to the
extent and in the manner necessary to render the same valid and enforceable, or
shall be deemed excised from this Agreement, as the case may require, and this
Agreement shall be construed and enforced to the maximum extent permitted by law
as if such provision had been originally incorporated herein as so modified or
restricted or as if such provision had not been originally incorporated herein,
as the case may be.

     

    16.           Construction. This
Agreement shall be construed and interpreted in accordance with the internal
laws of the State of California.

     

    17.           Notices. All notices,
requests, consents and other communications hereunder to any party shall be
deemed to be sufficient if contained in a written instrument delivered in person
or duly sent by certified mail, postage prepaid or by an overnight delivery
service, charges prepaid; addressed to such party at the address set forth below
or such other address as may hereafter be designated in writing by the addressee
to the addressor:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              If to the
Company:

            	
              Allegro
      Biodiesel Corporation

              6033
      West Century Blvd., Suite 1090

              Los
      Angeles, California 90045

              Attention:  Chairman
      of the Board

               

              with
      a copy to:

              Zimmerman,
      Koomer, Connolly, Finkel & Gosselin LLP

              601
      South Figueroa Street, Suite 2610

              Los
      Angeles, CA 90017-5704

              Attention:
      Craig E. Gosselin, Esq.

               

            


    

    


    
      	
              If to OPA:

            	
              Ocean
      Park Advisors, LLC

              5710
      Crescent Park East, Suite 334

              Playa
      Vista, California 90094

              Attention:  W.
      Bruce Comer III

            


    

    


     

    Any party
may from time to time change its address for the purpose of notices to that
party by a similar notice specifying a new address, but no such change shall be
deemed to have been given until it is actually received by the party sought to
be charged with its contents.

     

    18.           Waivers. No claim or
right arising out of a breach or default under this Agreement shall be
discharged in whole or in part by a waiver of that claim or right unless the
waiver is supported by consideration and is in writing and executed by the
aggrieved party hereto or his or its duly authorized agent. A waiver by any
party hereto of a breach or default by the other party hereto of any provision
of this Agreement shall not be deemed a waiver of future compliance therewith,
and such provisions shall remain in full force and effect.

     

    19.           Counterparts. This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, and all of which shall together constitute one and the same
instrument.

     

    20.           Entire Agreement;
Termination of 2006 Services Agreement.  This Agreement and the
other documents delivered pursuant hereto constitute the full and entire
understanding and agreement among the parties hereto with regard to the subjects
hereof and thereof and no party shall be liable or bound to any other in any
manner by any representations, warranties, covenants and agreements except as
specifically set forth herein and therein.  This Agreement
specifically supersedes that certain Services Agreement dated as of September
20, 2006, between OPA and Diametrics Medical, Inc. (which subsequently changed
its name to Allegro Biodiesel Corporation), as amended by that certain First
Amendment to Services Agreement (collectively, the “2006 Services
Agreement”).  The 2006 Services Agreement is hereby terminated and of
no further force or effect; provided however,
that all claims of OPA for deferred fees and bonuses under the 2006 Services
Agreement shall survive the termination thereof and shall be determined and paid
as provided in Sections 5 and 6 hereof.

     

    21.           No Third Party
Beneficiaries. This Agreement is for the sole and exclusive benefit of
the Parties hereto and nothing herein, expressed or implied, shall give or be
construed to give any person or entity, other than the parties hereto, any legal
or equitable rights hereunder.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    22.           Assignment.   Except as
specifically stated in this Agreement, neither this Agreement nor any of the
rights, interests or obligations of any party hereunder shall be assigned or
delegated by either party without the prior written consent of the other party,
not to be unreasonably withheld.  Any unauthorized assignment or
delegation shall be null and void. Notwithstanding the foregoing, OPA may assign
this Agreement to an affiliated entity for tax or organizational reasons, so
long as the Management Services and the principal individuals providing such
services shall be as contemplated herein.  Furthermore, either party
may, without the other’s consent, assign this Agreement to a present or future
affiliate, successor in a merger or similar transaction or purchaser of all or
substantially all of such party’s assets.

     

    23.           Bankruptcy.  OPA
agrees that:  (i) this Agreement will not be considered to be an
executory contract, as defined under the federal bankruptcy code (the “Code”);
(ii) if ABDS becomes a debtor under Chapter 7 of the Code or a petition for
reorganization or adjustment of debt is filed concerning ABDS under Chapters 11
or 13 of the Code, the Trustee in any such proceeding may elect to reject this
Agreement; and (iii) OPA shall not file a claim in any such proceeding as an
unsecured creditor with regard to any amounts payable to OPA after the date of
the commencement of such proceeding.

     

    IN
WITNESS WHEREOF, this Agreement has been executed by the parties as of the dates
below.

     

    ALLEGRO
BIODIESEL CORPORATION

    


    


    By:           /s/ Jeff
Lawton                               


    Name: Jeff Lawton

    Title: Director

    


    


    OCEAN
PARK ADVISORS, LLC

    


    


    By:           /s/ W. Bruce Comer
III                     

    Name: W. Bruce Comer II

    Title: Managing Partner

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
1

     

    Management
Services

     

    OPA will
provide executive management services (the “Management Services”) to the
Company, including, without limitation, fulfilling the duties typically
performed by a chief executive officer and chief financial
officer.  The Management Services shall include:

     

    
      	
               
      

            	
              ·

            	
              Managing
      the Company’s disclosure and corporate governance practices to meet the
      requirements relevant to a publicly-traded company of the Company’s stage
      of development;

            


    

     

    
      	
               
      

            	
              ·

            	
              Managing
      the day-to-day financial operations of the Company and overseeing the
      activities of the Company’s operating
units;

            


    

     

    
      	
               
      

            	
              ·

            	
              Review
      and assist in preparing the Company’s financial statements and disclosure
      filings as required by the SEC and applicable
  law;

            


    

     

    
      	
               
      

            	
              ·

            	
              Preparing
      for and holding Company board
meetings;

            


    

     

    
      	
               
      

            	
              ·

            	
              Assisting,
      as necessary, with capital-raising
efforts;

            


    

     

    
      	
               
      

            	
              ·

            	
              Assisting
      in the pursuit of business development transactions;
  and

            


    

     

    
      	
               
      

            	
              ·

            	
              Reviewing
      strategic and financing options for the
Company.

            


    

     

    It is
understood and agreed that the Management Services to be provided by OPA do not
encompass all services required to manage the Company and that the Company will
need to utilize, at the Company’s cost, additional specialists.  These
specialists may include, without limitation, legal, tax, environmental,
accounting, investor relations, website design and other advisory
persons.