Exhibit 10.9


                              MANAGEMENT AGREEMENT

     THIS  AGREEMENT  is entered  into as of  December  29,  2000 by and between
Obsidian Capital Company, LLC, an Indiana limited liability company, maintaining
offices at 111 Monument Circle, Suite 3680, Indianapolis, Indiana 46204 ("OCC"),
and USRR Acquisition Corp., an Indiana corporation,  maintaining offices at 2000
Rubberway Road, Vicksburg, MS 39182 ("USRR!').

     WHEREAS,  OCC is willing and able to provide USRR with  certain  management
services,  including,  but not limited to, advice regarding  corporate  finance,
strategic planning, and similar services;

     WHEREAS, USRR wishes to retain OCC to provide such management services;

     NOW THEREFORE,  in  consideration  of the mutual promises and  undertakings
hereinafter set forth, the patties hereby agree as follows:

1.   Retention of OCC. USRR hereby  retains OCC and OCC agrees to be retained by
     USRR upon the terms and conditions hereinafter set forth.

2.   Term.  This Agreement  shall continue in full force and effect for a period
     of five (5) years from the date of this Agreement.

3.   Nature and Extent of Services. OCC shall devote such time and effort to the
     performance  of the  management  advisory  services  contemplated  by  this
     Agreement  as  OCC  deems  necessary  or  appropriate,  in  its  reasonable
     judgment.  OCC may perform such services directly,  through its own agents,
     or employees or, with the prior approval of USRR,  through such consultants
     as OCC may engage for such purpose. USRR may, by separate agreement, retain
     OCC to provide other or additional  services,  on such terms as the parties
     may mutually agree.

4.   Confidentiality.   OCC  shall   maintain  in  confidence   all   non-public
     information  of USRR which may come into the  possession of OCC as a result
     of the  services  provided  by OCC  under  this  Agreement,  and  shall use
     reasonable  efforts  to ensure  that its  officers,  directors,  employees,
     representatives,  agents,  and affiliates  maintain the  confidentiality of
     such information,  except to the extent disclosure may be required pursuant
     to any subpoena, order law or regulation.

5.   Compensation. In consideration for the services to be provided by OCC under
     the terms of this  Agreement,  USRR shall pay to OCC a monthly fee equal to
     two percent (2%) of USRR's monthly gross revenue which shall be payable ten
     (10) days  following  the end of each month (the  "Fee").  The Fee shall be
     suspended (but the liability  therefore  shall continue to accrue),  to the
     extent and during the period  that the payment of such  compensation  would
     cause USRR to be in violation of any agreement or covenant between USRR and
     any of its lenders.

6.   Reimbursement  of  Expenses.  USRR  shall  reimburse  OCC for all  expenses
     reasonably incurred by OCC in connection with or on account of the services
     provided  by OCC  under  this  Agreement,  including,  without  limitation,
     travel,  lodging,  and  similar  costs  incurred  by OCC.  Any  request for
     reimbursement   submitted   by  OCC  to  USRR  shall   include   reasonable
     documentation  with  respect to all  expenses  for which  reimbursement  is
     requested.

7.   Indemnification.  USRR agrees to provide indemnification to or on behalf of
     OCC in accordance with the following:

     (a)  USRR agrees to indemnify and hold harmless OCC, its affiliates,  their
          respective partners,  members,  officers,  directors,  employees,  and
          agents, and all other persons controlling OCC or any of its affiliates
          within the meaning of either Section 15 of the Securities Act of 1933,
          as amended,  or Section 20 of the Securities  Exchange Act of 1934, as
          amended  (individually,  an "Indemnified Party" and collectively,  the
          "Indemnified  Parties"),  from and against,  any claims,  liabilities,
          fees,  penalties,  expenses,  losses,  and damages  (including without
          limitation  the  reasonable   fees,   charges  and   disbursements  of
          counsel)(collectively,  "Losses") related to or arising out of actions
          taken  or  omitted  to be  taken  by any of  the  Indemnified  Parties
          pursuant  to  this  Agreement,  or any  Indemnified  Party's  role  in
          connection  with any such act or  omission;  and USRR  agrees  that no
          Indemnified  Party shall have any liability to USRR or its affiliates,
          security holders, or creditors, provided, however, that USRR shall not
          be  responsible  for any  Losses  to the  extent  that  it is  finally
          judicially  determined  that such losses  result  solely from  actions
          taken  or  omitted  to be taken by an  Indemnified  Party  due to such
          Indemnified Party's gross negligence or willful misconduct.

     (b)  If for  any  reason  the  indemnity  described  in  subsection  (a) is
          unavailable  to an  Indemnified  Party  or  insufficient  to  hold  an
          Indemnified  Party harmless,  then USRR shall contribute to the amount
          paid or payable by such Indemnified  Party as a result of such Loss in
          such  proportion  as is  appropriate  to reflect not only the relative
          benefits  received (or contemplated to be received) by USRR on the one
          hand  and  such  Indemnified  Party  on the  other  hand  or,  if such
          allocation  is  judicially  determined  to  be  unavailable,  in  such
          proportion as is appropriate to reflect other equitable considerations
          such  as  the  relative  fault  of  USRR  on the  one  hand  and  such
          Indemnified Party on the other hand, subject to the limitation that in
          any event an Indemnified Party's aggregate  contribution to all Losses
          shall  not  exceed  the  amount  of  fees  actually  received  by such
          Indemnified Party pursuant to this Agreement.

     (c)  Promptly  after  receipt  by an  Indemnified  Party of  notice  of any
          complaint or the commencement of any action or proceeding with respect
          to which  indemnification  may be sought against USRR hereunder,  such
          Indemnified  Party  will  notify  OCC in  writing  of the  receipt  or
          commencement  thereof, but failure to notify OCC will relieve OCC from
          any and all liability  which it may have hereunder only if, and to the
          extent that,  such failure  results in the  forfeiture of  substantial
          rights and defenses on the part of such  Indemnified  Party,  and will
          not  in any  event  relieve  OCC  from  any  other  obligation  to any
          Indemnified  Party.  USRR shall  assume the  defense of such action or
          proceeding  (including without limitation payment of fees, charges and
          disbursements  of counsel)  insofar as such action or proceeding shall
          relate to any alleged Loss in respect of which indemnity may be sought
          against  USRR.  An  Indemnified  Party  shall have the right to employ
          separate  counsel in any such action and to participate in the defense
          thereof,  but the fees,  charges,  and  disbursements  of such counsel
          shall be at the expense of such Indemnified Party unless employment of
          such counsel has been specifically authorized by USRR in writing.

     (d)  USRR shall authorize  separate counsel for an Indemnified Party if the
          named  parties to any action or  proceeding  (including  any impleaded
          parties)  include  USRR (or any  other  directors  of  USRR)  and such
          Indemnified  Party,  and  (1) in  the  good  faith  judgment  of  such
          Indemnified  Party (as  advised by counsel)  the use of joint  counsel
          would  present such  counsel  with an actual or potential  conflict of
          interest,  or (2) an  Indemnified  Party  shall  have been  advised by
          counsel that there may be one or more legal  defenses  available to It
          which are different  from or additional to those  available to USRR or
          its directors.

     (e)  USRR will reimburse each Indemnified Party for all expenses (including
          without limitation the reasonable fees, charges,  and disbursements of
          counsel  authorized by USRR) as they are incurred by such  Indemnified
          Party in connection  with  investigating,  preparing for, or defending
          any  action,  claim or  proceeding  ("Action")  referred  to above (or
          enforcing this Agreement),  whether or not any Indemnified Party is or
          becomes a party to such  Action,  and  whether  or not such  Action is
          initiated or brought by OCC.  USRR  further  agrees that USRR will not
          settle,  compromise,  or consent to the entry of any  judgment  in any
          pending or threatened Action in respect of which  indemnification  may
          be sought  hereunder  (whether or not an Indemnified  Party is a party
          thereto)  unless USRR has given OCC  reasonable  prior written  notice
          thereof and  obtained  an  unconditional  release of each  Indemnified
          Party from all liability arising therefrom. No Indemnified Party shall
          admit any liability with respect to, or settle,  compromise or consent
          to the entry of any  judgment in any pending or  threatened  Action in
          respect of which indemnification is being sought hereunder without the
          prior written consent of USRR (which consent shall not be unreasonably
          withheld or delayed).

     (f)  An  Indemnified  Party shall not be liable to USRR or any other person
          in connection with the services it renders pursuant to this Agreement,
          except  for such  Indemnified  Party's  gross  negligence  or  willful
          misconduct  judicially  determined as aforesaid.  The Indemnification,
          contribution,  and  expense  reimbursement  obligations  that USRR has
          under this  Agreement  shall be in addition to any liability  USRR may
          otherwise have.

     (g)  EACH OF THE PARTIES  HEREBY AGREES TO WAIVE ANY RIGHT TO TRIAL BY JURY
          WITH  RESPECT  TO ANY CLAIM,  COUNTERCLAIM  OR ACTION  RELATING  TO OR
          ARISING UNDER THIS SECTION,

     (h)  The  provisions  of this Section shall remain in full force and effect
          regardless of the  completion or  termination of this Agreement or any
          amendment, supplement, or other modification to or of this Agreement.

8.   Notice.  Any notice  required or permitted to be given  hereunder  shall be
     deemed  sufficient when given in writing and actually served upon the party
     to be notified,  or placed in an envelope to the party given to be notified
     at the  address  set  forth  in this  Agreement  and sent by  certified  or
     registered mail,  postage  prepaid.  Either party may change its address by
     written notice, given in the manner provided in this Section.

9.   Non-Waiver.  No waiver of any default shall be effective unless in writing,
     nor  shall it  operate  as a waiver  of any  other  default  or of the same
     default on a future occasion.

10.  Modifications.  This  Agreement  may not be amended or  otherwise  modified
     except by subsequent written agreement signed by both parties.

11.  Construction.   This  Agreement   shall  be  interpreted  and  enforced  in
     accordance with the laws of the State of Indiana,  without giving affect to
     any choice or conflict of law provisional rule that would cause the laws of
     any jurisdiction other than the State of Indiana to be enforced.

12.  Successors.  The  provisions  of this  Agreement  shall be binding upon and
     inure to the benefit of the parties hereto and their respective  successors
     or assigns.

13.  Entire  Agreement.  THE PARTIES  EXPRESSLY  ACKNOWLEDGE THAT THEY HAVE READ
     THIS  AGREEMENT,  UNDERSTAND  IT, AND AGREE TO BE BOUND BY ITS  TERMS.  The
     parties do further  acknowledge  that this  Agreement  contains  the entire
     understanding  of the parties  regarding  the  retention  of OCC to provide
     consulting  management  advisory  services to USRR  superseding any and all
     prior offers,  proposals,  or agreements,  whether oral or in writing. Each
     party has had adequate  opportunity  to consult with legal counsel or other
     advisors prior to the execution of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.

Obsidian Capital Company, LLC

By: /s/ Terry G. Whitesell
       Terry G. Whitesell

Title:  Member


USRR Acquisition Corp.

By:  /s/ Timothy S. Durham
       Timothy S. Durham

Title: President