<PAGE>
 
                                                                    EXHIBIT 10.4



                             MANAGEMENT AGREEMENT

     This Management Agreement (this "Agreement") is entered into as of the 21st
day of December 1998 by and between TISM, Inc., a Michigan corporation (together
with each of its direct and indirect subsidiaries signatory hereto or hereafter
becoming party hereto by executing a counterpart signature page hereof, the
"Company") and Bain Capital Partners VI, L.P., a Delaware limited partnership
("Bain").

          WHEREAS, TM Transitory Merger Corporation ("MergerCo") was formed for
     the purpose of effecting the recapitalization of the Company (the
     "Recapitalization"), all on the terms and subject to the conditions of that
     certain Agreement and Plan of Merger dated as of September 25, 1998 (as
     amended, restated, supplemented or otherwise modified, the "Merger
     Agreement") among the Company, MergerCo and Thomas S. Monaghan
     ("Monaghan");

          WHEREAS, Bain is providing advisory and other services in connection
     with the senior secured financing (the "Senior Financing") being provided
     for the Recapitalization pursuant to a Credit Agreement dated on or about
     the date hereof by J.P. Morgan Securities Inc., as arranger and syndication
     agent, Morgan Guaranty Trust Company of New York, as administrative agent,
     and the lending institutions from time to time party thereto (the "Credit
     Agreement");

          WHEREAS, certain funds (the "Bain Funds") affiliated with Bain are
     providing equity financing (the "Equity Investments") in connection with
     the Recapitalization; and

          WHEREAS, subject to the terms and conditions of this Agreement, the
     Company desires to retain Bain to provide certain management and advisory
     services to the Company, and Bain desires to provide such services;

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:

1.   SERVICES.  Bain hereby agrees that, during the term of this Agreement (the
     "Term"), it will:

     (a)  provide the Company with advice in connection with the negotiation and
          consummation of agreements, contracts, documents and instruments
          necessary to provide the Company with financing from banks or other
          financial institutions or other entities on terms and conditions
          satisfactory to the Company; and
<PAGE>
 
     (b)  provide the Company with financial, managerial and operational advice
          in connection with its day-to-day operations, including, without
          limitation:

          (i)  advice with respect to the investment of funds; and

          (ii) advice with respect to the development and implementation of
               strategies for improving the operating, marketing and financial
               performance of the Company.

2.   PAYMENT OF FEES.  The Company hereby agrees to:

     (a)  pay to Bain (or an affiliate of Bain designated by it) a fee in the
          amount of $11.75 million in connection with the structuring of the
          Senior Financing for the Recapitalization, together with reimbursement
          of Bain's expenses incurred on behalf of the Company through the
          Closing Date (as defined in the Merger Agreement) in connection with
          the Recapitalization, such fees and expenses being payable by the
          Company at the closing of the Recapitalization or, if the
          Recapitalization is not consummated, promptly after the time the
          Company has abandoned the Recapitalization;

     (b)  during the Term, pay to Bain (or an affiliate of Bain designated by
          it) a management fee in an amount not to exceed $2 million per annum
          in exchange for the services provided to the Company by Bain, as more
          fully described in Section 1, such fee being payable by the Company
          quarterly in advance, the first such payment to be made at the closing
          of the Recapitalization; and

     (c)  during the Term, allow Bain to participate in the negotiation and
          consummation of senior financing for any recapitalization or
          acquisition or other similar transactions by the Company, and pay to
          Bain (or an affiliate of Bain designated by it) a fee in connection
          therewith equal to one percent (1%) of the gross purchase price of the
          transaction (including all liabilities assumed or otherwise included
          in the transaction), such fee to be due and payable for the foregoing
          services at the closing of such transaction, whether or not any such
          senior financing is actually committed or drawn upon.

     Each payment made pursuant to this Section 2 shall be paid by wire transfer
     of immediately available federal funds to the account specified on Schedule
     1 hereto, or to such other account(s) as Bain may specify to the Company in
     writing prior to such payment.

     Bain hereby acknowledges that the Credit Agreement contains certain limits
     on the fees payable to Bain pursuant to this Section 2.
<PAGE>
 
     mutual consent of the parties, for so long as Bain (or any successor or
     permitted assign, as the case may be) continues to carry on the business of
     providing services of the type described in Section 1; provided, however,
     that (a) either party may terminate this Agreement following a material
     breach of the terms of this Agreement by the other party hereto and a
     failure to cure such breach within 30 days following written notice thereof
     and (b) Bain may terminate this Agreement upon not less than 60 days
     written notice to the Company; and provided further that each of (x) the
     obligations of the Company under Section 4, (y) any and all accrued and
     unpaid obligations of the Company owed under Section 2 and (z) the
     provisions of Section 7 shall survive any termination of this Agreement to
     the maximum extent permitted under applicable law.

4.   EXPENSES; INDEMNIFICATION.

     (a)  Expenses.  The Company agrees to pay on demand all expenses incurred
          by Bain, the Bain Funds and Bain Capital, Inc. (or any of them) in
          connection with this Agreement, the Recapitalization and such other
          transactions and all operations hereunder or in respect of the Equity
          Investments or otherwise incurred in connection with the
          Recapitalization or the Company, including but not limited to (i)  the
          fees and disbursements of:  (A) Ropes & Gray, special counsel to Bain
          Capital, Inc. and the Bain Funds, (B) PricewaterhouseCoopers LLP,
          accountant to Bain Capital, Inc. and the Bain Funds and (C) any other
          consultants or advisors retained by Bain, Bain Capital, Inc., the Bain
          Funds or either of the parties identified in clauses (A) and (B)
          arising in connection therewith (including but not limited to the
          preparation, negotiation and execution of this Agreement and any other
          agreement executed in connection herewith or in connection with the
          Recapitalization, the Senior Financing or the consummation of the
          other transactions contemplated hereby (and any and all amendments,
          modifications, restructurings and waivers, and exercises and
          preservations of rights and remedies hereunder or thereunder) and the
          operations of the Company) and (ii) any out-of-pocket expenses
          incurred by Bain, the Bain Funds and Bain Capital, Inc. (or any of
          them) in connection with the provision of services hereunder or the
          attendance at any meeting of the board of directors (or any committee
          thereof) of the Company or any of its affiliates.

     (b)  Indemnity and Liability.  In consideration of the execution and
          delivery of this Agreement by Bain and the provision of the Equity
          Investments by the Bain Funds, the Company hereby agrees to indemnify,
          exonerate and hold each of Bain, Bain Capital, Inc. and each Bain
          Fund, and each of their respective partners, shareholders, affiliates,
          directors, officers, fiduciaries, employees and agents and each of the
          partners, shareholders, affiliates, directors, officers, fiduciaries,
          employees and agents of each of the foregoing (collectively, the
<PAGE>
 
          "Indemnitees") free and harmless from and against any and all actions,
          causes of action, suits, losses, liabilities and damages, and expenses
          in connection therewith, including without limitation attorneys' fees
          and disbursements (collectively, "Liabilities"), incurred by the
          Indemnitees or any of them as a result of, or arising out of, or
          relating to the Recapitalization, the execution, delivery,
          performance, enforcement or existence of this Agreement or the
          transactions contemplated hereby (including but not limited to any
          indemnification obligations assumed or incurred by any Indemnitee to
          or on behalf of Seller, or any of its accountants or other
          representatives, agents or affiliates) (collectively, the "Indemnified
          Liabilities") except for any such Indemnified Liabilities arising on
          account of such Indemnitee's willful misconduct, and if and to the
          extent that the foregoing undertaking may be unenforceable for any
          reason, the Company hereby agrees to make the maximum contribution to
          the payment and satisfaction of each of the Indemnified Liabilities
          which is permissible under applicable law.

5.   ASSIGNMENT, ETC.  Except as provided below, neither party shall have the
     right to assign this Agreement.  Bain acknowledges that its services under
     this Agreement are unique. Accordingly, any purported assignment by Bain
     (other than as provided below) shall be void.  Notwithstanding the
     foregoing, (a) Bain may assign all or part of its rights and obligations
     hereunder to any affiliate of Bain which provides services similar to those
     called for by this Agreement, in which event Bain shall be released of all
     of its rights and obligations hereunder and (b) the provisions hereof for
     the benefit of the Bain Funds shall inure to the benefit of their
     successors and assigns.

6.   AMENDMENTS AND WAIVERS.  No amendment or waiver of any term, provision or
     condition of this Agreement shall be effective, unless in writing and
     executed by each of Bain and the Company.  No waiver on any one occasion
     shall extend to or effect or be construed as a waiver of any right or
     remedy on any future occasion.  No course of dealing of any person nor any
     delay or omission in exercising any right or remedy shall constitute an
     amendment of this Agreement or a waiver of any right or remedy of any party
     hereto.

7.   MISCELLANEOUS.

     (a)  Choice of Law.  This Agreement shall be governed by and construed in
          accordance with the domestic substantive laws of The Commonwealth of
          Massachusetts without giving effect to any choice or conflict of law
          provision or rule that would cause the application of the domestic
          substantive laws of any other jurisdiction.

     (b)  Consent to Jurisdiction.  Each of the parties agrees that all actions,
          suits or proceedings arising out of or based upon this Agreement or
          the subject matter
<PAGE>
 
          hereof shall be brought and maintained exclusively in the federal and
          state courts of The Commonwealth of Massachusetts. Each of the parties
          hereto by execution hereof (i) hereby irrevocably submits to the
          jurisdiction of the federal and state courts in The Commonwealth of
          Massachusetts for the purpose of any action, suit or proceeding
          arising out of or based upon this Agreement or the subject matter
          hereof and (ii) hereby waives to the extent not prohibited by
          applicable law, and agrees not to assert, by way of motion, as a
          defense or otherwise, in any such action, suit or proceeding, any
          claim that it is not subject personally to the jurisdiction of the
          above-named courts, that it is immune from extraterritorial injunctive
          relief or other injunctive relief, that its property is exempt or
          immune from attachment or execution, that any such action, suit or
          proceeding may not be brought or maintained in one of the above-named
          courts, that any such action, suit or proceeding brought or maintained
          in one of the above-named courts should be dismissed on grounds of
          forum non conveniens, should be transferred to any court other than
          ----- --- ----------                                               
          one of the above-named courts, should be stayed by virtue of the
          pendency of any other action, suit or proceeding in any court other
          than one of the above-named courts, or that this Agreement or the
          subject matter hereof may not be enforced in or by any of the above-
          named courts.  Each of the parties hereto hereby consents to service
          of process in any such suit, action or proceeding in any manner
          permitted by the laws of The Commonwealth of Massachusetts, agrees
          that service of process by registered or certified mail, return
          receipt requested, at the address specified in or pursuant to Section
          9 is reasonably calculated to give actual notice and waives and agrees
          not to assert by way of motion, as a defense or otherwise, in any such
          action, suit or proceeding any claim that service of process made in
          accordance with Section 9 does not constitute good and sufficient
          service of process.  The provisions of this Section 7(b) shall not
          restrict the ability of any party to enforce in any court any judgment
          obtained in a federal or state court of The Commonwealth of
          Massachusetts.

     (c)  Waiver of Jury Trial.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
          WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND
          COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR
          OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY
          ISSUE, CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEEDING
          ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER
          HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND
          WHETHER IN CONTRACT OR TORT OR OTHERWISE. Each of the parties hereto
          acknowledges that it has been informed by each other party that the
          provisions of this Section 7(c) constitute a material inducement upon
          which such party is relying and will rely in entering into this
          Agreement and the transactions contemplated hereby.  Any of the
          parties hereto may file an original counterpart or a copy of this
          Agreement with any court as written
<PAGE>
 
          evidence of the consent of each of the parties hereto to the waiver of
          its right to trial by jury.

8.   MERGER/ENTIRE AGREEMENT.  This Agreement contains the entire understanding
     of the parties with respect to the subject matter hereof and supersedes any
     prior communication or agreement with respect thereto.

9.   NOTICE.  All notices, demands, and communications of any kind which any
     party may require or desire to serve upon any other party under this
     Agreement shall be in writing and shall be served upon such other party and
     such other party's copied persons as specified below by personal delivery
     to the address set forth for it below or to such other address as such
     party shall have specified by notice to each other party or by mailing a
     copy thereof by certified or registered mail, or by Federal Express or any
     other reputable overnight courier service, postage prepaid, with return
     receipt requested, addressed to such party and copied persons at such
     addresses.  In the case of service by personal delivery, it shall be deemed
     complete on the first business day after the date of actual delivery to
     such address.  In case of service by mail or by overnight courier, it shall
     be deemed complete, whether or not received, on the third day after the
     date of mailing as shown by the registered or certified mail receipt or
     courier service receipt.  Notwithstanding the foregoing, notice to any
     party or copied person of change of address shall be deemed complete only
     upon actual receipt by an officer or agent of such party or copied person.

     If to the Company, to it at:

          TISM, Inc.
          30 Frank Lloyd Wright Drive
          P.O. Box 997
          Ann Arbor, MI  48106-0997
          Attention:  Chief Executive Officer

          with a copy to:

          Bain Capital Partners VI, L.P.
          Two Copley Place, 7th Floor
          Boston, MA  02116
          Attention: Mark E. Nunnelly
                     Robert F. White
                     Andrew B. Balson
<PAGE>
 
     If to Bain, to it at:

          Two Copley Place, 7th Floor
          Boston, MA  02116
          Attention: Mark E. Nunnelly
                     Robert F. White
                     Andrew B. Balson

          with a copy to:

          Ropes & Gray
          One International Place
          Boston, MA  02110
          Attention:  R. Newcomb Stillwell

10.  SEVERABILITY.  If in any judicial or arbitral proceedings a court or
     arbitrator shall refuse to enforce any provision of this Agreement, then
     such unenforceable provision shall be deemed eliminated from this Agreement
     for the purpose of such proceedings to the extent necessary to permit the
     remaining provisions to be enforced.  To the full extent, however, that the
     provisions of any applicable law may be waived, they are hereby waived to
     the end that this Agreement be deemed to be valid and binding agreement
     enforceable in accordance with its terms, and in the event that any
     provision hereof shall be found to be invalid or unenforceable, such
     provision shall be construed by limiting it so as to be valid and
     enforceable to the maximum extent consistent with and possible under
     applicable law.

11.  DISCLAIMER AND LIMITATION OF LIABILITY.

     (a)  Disclaimer. Bain makes no representations or warranties, express or
          implied, in respect of the services to be provided by it hereunder.

     (b)  Standard of Care.  Neither Bain nor any other Indemnitee shall be
          liable to the Company or any of its affiliates for any act, alleged
          act, omission or alleged omission suffered or taken by Bain or any
          other Indemnitee that does not constitute willful misconduct.

     (c)  Freedom to Pursue Opportunities, Etc.  In anticipation that the
          Company and Bain (or one or more affiliates, associated investment
          funds or portfolio companies, or clients of Bain) may engage in the
          same or similar activities or lines of business and have an interest
          in the same areas of corporate opportunities, and in recognition of
          the benefits to be derived by the Company from the services to be
          provided under this Agreement and in recognition of the difficulties
          which may confront any advisor who desires and endeavors fully to
<PAGE>
 
          satisfy such advisor's duties in determining the full scope of such
          duties in any particular situation, the provisions of this clause (c)
          are set forth to regulate, define and guide the conduct of certain
          affairs of the Company as they may involve Bain.  Except as Bain may
          otherwise agree in writing after the date hereof:

             (i)   Bain shall have the right to, and shall have no duty
                   (contractual or otherwise) not to, directly or indirectly:
                   (A) engage in the same or similar business activities or
                   lines of business as the Company, including those competing
                   with the Company and (B) do business with any client or
                   customer of the Company;

             (ii)  Neither Bain nor any officer, director, employee, partner,
                   affiliate or associated entity thereof shall be liable to the
                   Company or its affiliates for breach of any duty (contractual
                   or otherwise) by reason of any such activities of or of such
                   person's participation therein; and

             (iii) In the event that Bain acquires knowledge of a potential
                   transaction or matter that may be a corporate opportunity for
                   both the Company and Bain or any other person, Bain shall
                   have no duty (contractual or otherwise) to communicate or
                   present such corporate opportunity to the Company and,
                   notwithstanding any provision of this Agreement to the
                   contrary, shall not be liable to the Company or its
                   affiliates for breach of any duty (contractual or otherwise)
                   by reason of the fact that Bain directly or indirectly
                   pursues or acquires such opportunity for itself, directs such
                   opportunity to another person, or does not present such
                   opportunity to the Company.
 
     (d)  Limitation of Liability.  In no event will either party hereto be
          liable to the other for any indirect, special, incidental or
          consequential damages, including lost profits or savings, whether or
          not such damages are foreseeable, or in respect of any Liabilities
          relating to any third party claims (whether based in contract, tort or
          otherwise) other than the Indemnified Liabilities, relating to the
          services to be provided by Bain hereunder.

11.  COUNTERPARTS.  This Agreement may be executed in any number of counterparts
     and by each of the parties hereto in separate counterparts, each of which
     when so executed shall be deemed to be an original and all of which
     together shall constitute one and the same agreement.
<PAGE>
 
     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf as an instrument under seal as of the date first above
written by its officer or representative thereunto duly authorized.


The Company:                  TISM, INC.


                              By /s/ Harry J. Silverman
                                 ------------------------------
                                 Name:  Harry J. Silverman
                                 Title: Vice President

                              DOMINO'S, INC.


                              By /s/ Harry J. Silverman
                                 ------------------------------
                                 Name:  Harry J. Silverman
                                 Title: Vice President

                              DOMINO'S PIZZA, INC.


                              By /s/ Harry J. Silverman
                                 ------------------------------
                                 Name:  Harry J. Silverman
                                 Title: Vice President

                              BLUEFENCE, INC.


                              By /s/ Harry J. Silverman
                                 ------------------------------
                                 Name:  Harry J. Silverman
                                 Title: President

Bain:                         BAIN CAPITAL PARTNERS VI, L.P.

                              By  Bain Capital Investors VI, Inc.,
                                  its general partner


                                  By /s/ Mark E. Nunnelly     
                                     --------------------------
                                     Name:  Mark E. Nunnelly
                                     Title: Managing Director
<PAGE>
 
                                                                   Schedule 1 to
                                                            Management Agreement
                                                            --------------------



                        WIRE TRANSFER INSTRUCTIONS FOR
                        BAIN CAPITAL PARTNERS VI, L.P.

          
                                Citibank, N.A.
                                ABA # 021 000 089
                                For Brown Brothers Harriman
                                Account # 09250276
                                To Further Credit:
                                Bain Capital Partners VI, L.P.
                                Acct. # 610276-8