Unassociated Document


     

    

      MANAGEMENT
        AGREEMENT

      


      THIS
        MANAGEMENT AGREEMENT (the “Agreement”) is entered into as of July 11, 2007 (the
“Effective Date”) by and between ASIANADA, INC., a Nevada corporation (the
“Company”) and TRINAD MANAGEMENT, LLC, a Delaware limited liability company (the
“Manager”).

      


      WITNESSETH:

      


      WHEREAS,
        pursuant to this Agreement the Company shall utilize the Manager’s services on
        an ongoing basis for certain management services from the Effective Date
        and
        continuing until the expiration or termination of this Agreement pursuant
        to the
        terms contained herein.

      


      NOW
        THEREFORE, in consideration of the foregoing and of the covenants herein,
        it is
        mutually agreed as follows:

      


      	1.  	
              The
                Company hereby retains Manager and Manager agrees to provide the
                Company
                with management services (the “Management Services”) under and subject to
                all of the terms, conditions and provisions
                hereof.

            


      


      	2.  	
              The
                Management Services shall consist of certain management services,
                including, without limitation the sourcing, structuring and negotiation
                of
                a potential business combination transaction involving the
                Company.

            


      


      	3.  	
              The
                Manager shall provide such Management Services pursuant to the terms
                and
                conditions hereof. The Manager will provide the Management Services
                hereunder with the same care and diligence that it would exercise
                in the
                performance of such services for its own
                operations.

            


      


      	4.  	
              As
                compensation for the Management Services provided pursuant to this
                Agreement, the Company agrees to pay the Manager a fee (the “Management
                Fee”) of $90,000 per calendar quarter, plus reimbursement of all expenses
                reasonably incurred by the Manager in connection with the provision
                of the
                Management Services. The Management Fee shall be payable in advance
                at the
                beginning of each quarter.

            


      


      	5.  	
              It
                is expressly understood by all parties hereto that during the term
                hereof,
                the Manager will diligently devote such time and best efforts as
                is
                reasonably required in the performance of the Management Services
                and will
                perform the Management Services conscientiously, efficiently and
                to the
                best of its ability. Except as otherwise set forth herein or in other
                agreements with the Company, nothing contained in this Agreement
                shall
                preclude Manager from engaging in other business
                activities.

            


      


      	6.  	
              Subject
                to Section 6 below, the term of this Agreement will commence on the
                Effective Date and will continue for a period of five (5) years (the
                “Term”). 

            


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      	7.  	
              
                (a) The
                  parties hereto may terminate this Agreement at any time by mutual
                  written
                  agreement.

              

            


       

      
        	 	
                (b) The
                  Company may terminate this Agreement effective immediately by (i)
                  giving
                  written notice of termination to Manager, and (ii) concurrently
                  therewith,
                  making payment of a termination fee of $1,000,000 to
                  Manager.

              


         

        
          
            	 	
                    (c) Either
                      party may terminate this Agreement effective immediately by
                      giving written
                      notice of termination to the other party hereto only in the
                      event that
                      such other party shall default in any material respect in the
                      performance
                      of any duty or obligation imposed upon it by this
                      Agreement

                  


            
               

              
                
                  	 	
                          (d) Upon
                            the termination of this Agreement in accordance with
                            the terms hereof,
                            except as set forth in this Agreement, neither party
                            hereto shall have any
                            further obligation or liability to the other party hereunder.
                            The
                            following provision of this Agreement shall survive such
                            termination or
                            expiration of this Agreement, Sections 7(d), 9, 10, 11,
                            12, 13 and 17.
                            Upon termination of this Agreement for any reason, the
                            Manager shall
                            deliver to the Company all records, contracts, agreements
                            and other
                            papers, documents or other materials which pertain to
                            the Company’s
                            business and activities associated
                            therewith.

                        


                

                 

              

            

          

        

      

      	8.  	
              This
                Agreement may not be assigned by the Manager without the prior written
                approval of the Company.

            


      


      	9.  	
              The
                Manager shall not have or claim at any time, by virtue of its performance
                hereunder, any right, title or interest in any trade name, trademark,
                copyright or other similar rights or in any property or other tangible
                or
                intangible assets of any type owned by the Company and shall not
                have or
                claim at any time any right, title or interest in any other material,
                matter or asset of any sort prepared for or used in connection with
                the
                Company’s business or promotion.

            


      


      	10.  	
              The
                Manager expressly agrees that all books and records relating in any
                manner
                whatsoever to the Company’s business and all other files, books and
                records and other material owned by the Company or used by it in
                connection with the conduct of its business, whether prepared by
                Manager’s
                personnel, contract employees or otherwise coming into Manager’s
                possession (collectively, the “Proprietary Information”), shall be the
                exclusive property of the Company, regardless of who actually prepared
                the
                Proprietary Information. All such books and records and other materials
                shall be returned immediately to the Company upon termination of
                Manager’s
                services. The Manager agrees that it shall not disclose, transfer,
                use,
                copy, or allow access to any such Proprietary Information to any
                employees
                or to any third parties, except for those who have a need to know
                such
                Proprietary Information in order to accomplish the requirements of
                this
                Agreement and who are bound by contractual obligations of confidentiality
                and limitation of use sufficient to give effect to this Section 10.
                In no
                event shall the Manager disclose any such Proprietary Information
                to any
                competitors of the Company.

            


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      	11.  	
              (a)
                The Company shall indemnify and hold harmless the Manager and its
                officers, directors, stockholders and employees against all third
                person
                claims, liabilities, losses, costs and expenses (including reasonable
                legal and accounting fees) whether or not covered by insurance, caused
                or
                asserted to have been caused, directly or indirectly, by or as a
                result of
                (i) any acts or omissions of the Company and its employees or (ii)
                any
                breach of or failure to perform any obligation under this Agreement
                by the
                Company and/or its agents, employees and/or subcontractors (other
                than the
                Manager), except to the extent caused by the bad faith, gross negligence,
                willful misconduct or fraud of the
                Manager.

            


      
         

        
          	 	
                  (b) 
                    The Manager shall indemnify and hold harmless the Company and
                    its
                    officers, directors, partners and employees against all third
                    person
                    claims, liabilities, losses, costs and expenses (including reasonable
                    legal and accounting fees) whether or not covered by insurance,
                    caused or
                    asserted to have been caused, directly or indirectly, by or as
                    a result of
                    (i) any acts or omissions of the Manager and its employees or
                    (ii) any
                    breach of or failure to perform any obligation under this Agreement
                    by the
                    Manager and/or its agents, employees and/or subcontractors, except
                    to the
                    extent caused by the bad faith, gross negligence, willful misconduct
                    or
                    fraud of the Company.

                


        

         

      

      	12.  	
              Any
                notice required or permitted to be given under this Agreement by
                one party
                hereto to the other shall be in writing and shall be deemed to have
                been
                given as of the second business day following the date of mailing
                if
                mailed to the party to whom notice is to be given, by first class
                mail,
                registered or certified, postage prepaid and properly addressed as
                follows:

            


       

      
        	 	
                To
                  the Manager:

              	
                TRINAD
                  MANAGEMENT, LLC

              
	 	 	
                2121
                  Avenue of the Stars, Suite 2550

              
	 	 	
                Los
                  Angeles, CA 90067

              
	 	 	
                Attention:
                  Robert Ellin

              
	 	 	 
	 	
                To
                  the Company:

              	
                ASIANADA,
                  INC.

              
	 	 	
                2121
                  Avenue of the Stars, Suite 2550

              
	 	 	
                Los
                  Angeles, CA 90067

              
	 	 	
                Attention:
                  Charles Bentz

              


      

    

    
      


      or
        such
        other addresses as the respective parties may in writing to the other
        designate.

      


      	13.  	
              If
                a proceeding is brought for the enforcement of this Agreement, or
                because
                of an alleged dispute, breach, default or misrepresentation in connection
                with any of the provisions of this Agreement, the successful or prevailing
                party or parties shall be entitled to recover reasonable attorneys’ fees
                and other costs incurred in connection with that action or proceeding,
                in
                addition to any other relief to which such party or parties may be
                entitled.

            


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      	14.  	
              The
                parties hereto agree that this Agreement constitutes the entire and
                exclusive agreement between them pertaining to the subject matter
                contained herein, and supersedes all prior or contemporaneous agreement
                oral or written, conditions, representation, warranties, proposals
                and
                understandings of the parties pertaining to such subject
                matter.

            


      


      	15.  	
              The
                provisions of this Agreement inure to the benefit of and are binding
                on
                the successor and assigns of the Company and the successor and assigns
                of
                Manager. The terms and provisions of this Agreement may be modified
                or
                amended only by written agreement executed by all parties hereto.
                The
                terms and provisions of this Agreement may be waived, or consent
                for the
                departure therefrom granted. No such waiver or consent shall be deemed
                to
                be or shall constitute a waiver or consent with respect to any other
                terms
                or provisions of this Agreement, whether or not similar. Each such
                waiver
                or consent shall be effective only in the specific instance and for
                the
                purpose for which it was given, and shall not constitute a continuing
                waiver or consent.

            


      


      	16.  	
              Should
                any paragraph or provision of this Agreement be held to be void,
                invalid
                or inoperative, it shall not affect any other paragraph or provision
                herein, and the remainder of this Agreement shall be effective as
                though
                such void, invalid or inoperative paragraph or provision had not
                been
                contained herein.

            


      


      	17.  	
              This
                Agreement shall be governed by the laws of the State of
                California.

            


      


      [Signature
        Page Follows]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        as
        of the day and year first above written.

       

      TRINAD
        MANAGEMENT, LLC

      
        	
              	
              	 
	
              	
              	 
	By:	
                /s/
                  Jay Wolf

              	 
	
              	
                
Name:	 
	
              	Title:	 


      

       

      ASIANADA, INC.

      
        
          	
                	
                	 
	
                	
                	 
	By:	
                  /s/
                    Charles Bentz

                	 
	
                	
                  
Name:	 
	
                	Title: