Exhibit 10.10

                              MANAGEMENT AGREEMENT

     Pyramid Coach, Inc. ("Pyramid"),  a Tennessee corporation,  a subsidiary of
Danzer  Corporation  ("Danzer"),  a New York  corporation,  having its principal
place of business in Joelton,  Tennessee,  and DW Leasing Company, LLC ("DW"), a
Mississippi limited liability company, having its principal place of business in
Mississippi,  hereby enter into this Management  Agreement (this "Agreement") as
of the 16th day of June, 2001.

     Now, therefore,  in consideration of the mutual covenants set forth in this
Agreement, the parties to this Agreement hereby agree as follows:

     1. Provision of Services. During the term of this Agreement,  Pyramid shall
provide all of the management and operational services necessary and appropriate
for the leasing,  operation and maintenance on behalf of DW of all motor coaches
owned by DW. Pyramid shall provide its services  pursuant to this Agreement in a
manner which will qualify its  activities  on behalf of DW as the rendering of a
service  rather  than the  leasing  of  tangible  personal  property  subject to
Tennessee sale or use tax.  Therefore,  in performing its obligations under this
Agreement, Pyramid shall comply with the following provisions:

          (a) Service Contract. Pyramid shall enter into a service contract with
     all customers wishing to lease one of DW's motor coaches in the form of the
     service  contract  attached as Exhibit A to this  Agreement  (the  "Service
     Agreement").   Pyramid  shall  not  agree  to  any   modifications  to  the
     substantive  terms of that form of  agreement  without  the  prior  written
     consent of DW.

          (b) Performance of Obligations under Service  Contract.  Pyramid shall
     perform all of its  obligations  under each  Service  Agreement on a timely
     basis, including (without limitation) the following:

                    (1)  Insurance.   Pyramid  shall  obtain  and  maintain  the
               insurance  coverage  specified in each Service Contract and shall
               name DW as an additional insured.

                    (2) Approved  Operators.  Pyramid shall allow only operators
               approved  by Pyramid to operate  DW's motor  coaches,  consistent
               with the approved operator provisions of each Service Agreement.

               (c) Titleholder Agreement.  Pyramid shall have the right to lease
          each  motor  coach  owned by DW on behalf of DW in  Pyramid's  name as
          title owner of the motor coach. Pyramid and DW shall enter into one or
          more  titleholder  agreements,  in form  and  substance  substantially
          similar to the form of the titleholder agreement attached as Exhibit B
          to this  Agreement,  for  each  motor  coach  owned  by DW and  leased
          pursuant to a Service Contract. In the absence of the actual execution
          and delivery of a titleholder agreement, Pyramid and DW shall have the
          right to deem each other as having  executed a  titleholder  agreement
          for  the  applicable  motor  coach  as of the  execution  date  of the
          applicable Service Contract.

               (d) Operator  Agreement.  Pyramid shall have each customer  enter
          into an operator  agreement with an approved  operator for all of DW's
          motor  coaches  in the  form of the  operator  agreement  attached  as
          Exhibit C to this Agreement (the "Operator Agreement").  Pyramid shall
          not agree to any  modifications to the substantive  terms of that form
          of agreement without the prior written consent of DW.

     2. Delivery of Motor  Coaches.  Pyramid  shall take and accept  delivery of
each motor  coach  owned by DW and leased to a customer  pursuant to the Service
Contract  at DW's  facilities  in  Mississippi,  at the time and place  that the
approved  operator for the motor coach takes  physical  possession  of the motor
coach.

     3. Operating Accounts. Pyramid shall establish a separate operating account
for DW into which it shall  deposit  all cash  receipts  and from which it shall
make all cash disbursements for the benefit of DW.

     4. Operational Expenses.  Pyramid shall have the authority to incur and the
responsibility  to advance payment of all operational  expenses  (except routine
fluid changes on the motor coaches) of DW relating to all motor coaches owned by
DW during the term of this Agreement, first, out of the cash receipts of DW and,
then,  out of its separate  funds to the extent DW does not generate  sufficient
cash receipts.  DW shall immediately reimburse Pyramid for any expenses advanced
from Pyramid's own funds upon receipt of an invoice for such expenses.

     5.  Term.  The  term of this  Agreement  shall  begin  on the  date of this
Agreement  and shall  continue  until  terminated  by either party upon at least
thirty (30) days prior written notice.

     6.  Compensation.  For  its  services  rendered  during  the  term  of this
Agreement  Pyramid  shall have the right to retain  twenty  percent (20%) of the
gross  receipts from the operation of DW's motor coaches during the term of this
Agreement.

     7.  Liability.  In carrying  out its duties under this  Agreement,  Pyramid
shall  not bear any  liability  to DW,  except  for  actions  involving  willful
misconduct, fraud or gross negligence.

     8. Entire Agreement. This Agreement constitutes the entire agreement of the
parties  with regard to the subject  matter of this  Agreement  and replaces and
supersedes  all other written and oral  agreements and statements of the parties
relating to the subject matter of this Agreement.

     9. Waiver. The failure of a party to insist in any one or more instances on
the  performance of any terms or conditions of this Agreement  shall not operate
as a waiver of any future performance of that term or condition.

     10.  Assignment.  No party may assign any of the party's rights or delegate
any of the party's obligations under this Agreement.

     11. Governing Law. Notwithstanding the place where the parties execute this
Agreement, the internal laws of Mississippi shall govern the construction of the
terms and the application of the provisions of this Agreement.

     12.  Headings.  The headings used in this Agreement appear strictly for the
parties'  convenience in identifying  the provisions of this Agreement and shall
not  affect  the  construction  or  interpretation  of the  provisions  of  this
Agreement.

     13. Binding  Effect.  This Agreement binds and inures to the benefit of the
parties  and  their  respective  successors,  legal  representatives,  heirs and
permitted assigns.

     14.  Amendments.  No amendments to this Agreement shall become effective or
binding on the parties,  unless agreed to in writing by all of the parties,  and
by the unanimous consent of the Board of Directors of Danzer.

Executed on the day and year first set forth above.


                             Pyramid Coach, Inc.


                             By: [signature]
                             Its: Exec. Vice President


                             DW Leasing Company, LLC


                             By: /s/ Timothy J. Durham
                             Its: Managing Member