Unassociated Document


     

    EXHIBIT
10.1

    


    AMENDMENT
#2

    SUPPORT
SERVICES AGREEMENT

    


    This Amendment #2 to Support Services Agreement
(this “Amendment”) is
dated as of September 14, 2010 (the “Effective Date”), between
Cardiff Partners, LLC, a California limited liability company (“Cardiff”), Management Energy,
Inc., a Nevada corporation (“MGMT”), David Walters, Keith
Moore, and Matt Szot (collectively, the “Principals”).

    


    WHEREAS, Cardiff and MGMT are
parties to that certain Support Services Agreement dated as of January 14, 2009
(the “Original Agreement,” and as amended on
April 2, 2009, the “Agreement”).

    


    WHEREAS, pursuant to Section
2.1 of the Original Agreement, Cardiff agreed to defer the MS Fee payable
thereunder until MGMT received at least $3.0 million from one or more
Financings.

    


    WHEREAS, at the time Cardiff
and MGMT entered into the Original Agreement and Amendment, neither party
anticipated that Cardiff would be required to defer the MS Fee for the length of
time it currently has so deferred.

    


    WHEREAS, MGMT desires for
Cardiff to continue to perform the Management Services and, in order to induce
Cardiff to continue to perform the same, desires to issue to the Principals an
aggregate of 2,000,000 shares of MGMT’s restricted common stock as a
non-refundable retainer; and, conditioned on receipt of such shares by such
Principals, Cardiff desires to continue to perform the Management Services (the
“Retainer
Arrangement”).

    


    WHEREAS, MGMT and Cardiff
desire to amend the Original Agreement and Amendment #1 in order to set forth
their understanding regarding the Retainer Arrangement.

    


    NOW THEREFORE, in
consideration of the premises and of the mutual conditions and agreements
contained herein, the parties agree as follows:

    


    1.           Defined
Terms.  Capitalized terms used herein without definition shall
have the respective meanings ascribed to them in the Original
Agreement.

    


    2.           Retainer
Arrangement.  In order to induce Cardiff to continue to provide
the Management Services, promptly following the execution and delivery of this
Agreement, MGMT shall issue to the principals of Cardiff set forth on Schedule A that number of
shares of MGMT’s common stock set forth opposite the name of such principal on
Schedule A (the “Shares”).  Such
Shares shall constitute a non-refundable retainer fee and inducement to Cardiff
to continue to provide the Management Services.

     

    
      
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    3.           Investment
Representations.  Each Principal hereby several and not jointly
represents and warrants to MGMT that: Such Principal is an “accredited investor”
as defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended (the “Securities Act”), is
financially able to bear the economic risks of acquiring the Shares and the
other transactions contemplated hereby, and has no need for liquidity in this
investment. Such Principal has such knowledge and experience in financial and
business matters in general, and with respect to businesses of a nature similar
to the business of MGMT, so as to be capable of evaluating the merits and risks
of, and making an informed business decision with regard to, the acquisition of
the Shares. Such Principal is acquiring the Shares solely for his own account
and not with a view to or for resale in connection with any distribution or
public offering thereof, within the meaning of any applicable securities laws
and regulations, unless such distribution or offering is registered under the
Securities Act or an exemption from such registration is available. Such
Principal has (i) received all the information he has deemed necessary to make
an informed investment decision with respect to the acquisition of the Shares,
including the information MGMT has filed publicly with the Securities and
Exchange Commission (the “SEC”), (ii) had an opportunity
to make such investigation as he has desired pertaining to MGMT and the
acquisition of an interest therein, and to verify the information which is, and
has been, made available to him and (iii) had the opportunity to ask questions
of MGMT concerning its business and operations.  Such Principal has
received no public solicitation or advertisement with respect to the offer or
sale of the Shares. Such Principal realizes that the Shares are “restricted
securities” as that term is defined in Rule 144 promulgated by the SEC under the
Securities Act, the resale of the Shares is restricted by federal and state
securities laws and, accordingly, the Shares must be held indefinitely unless
their resale is subsequently registered under the Securities Act or an exemption
from such registration is available for their resale. Such Principal understands
that any resale of the Shares by him must be registered under the Securities Act
(and any applicable state securities law) or be effected in circumstances that,
in the opinion of counsel for MGMT at the time, create an exemption or otherwise
do not require registration under the Securities Act (or applicable state
securities laws). Such Principal acknowledges and consents that certificates now
or hereafter issued for the Shares will bear a legend substantially as
follows:

    


    “THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER
ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH
REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE
SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT
AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF
THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE
AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH
OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT
VIOLATE THE SECURITIES LAWS

     

    
      
         

      

      
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    Such
Principal understands that the Shares are being sold to such Principal pursuant
to the exemption from registration and that MGMT is relying upon the
representations made herein as one of the bases for claiming the
exemption.

    


    4.           Full
Force and Effect; Conflicts; Governing Law.  The Original
Agreement, as amended hereby, shall remain in full force and
effect.  In the event of a conflict between the Original Agreement and
this Amendment #2, this Amendment #2 shall control to the extent of the
conflict.  This Amendment shall be governed by the laws of the State
of California, without references to conflict of law principles
thereof.

    


    [Remainder
Left Blank – Signature Page Follows]

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the
parties have entered into this Amendment on the date first above
written.

    


    
      	
              CARDIFF
      PARTNERS, LLC,

            	 	
              MANAGEMENT
      ENERGY, INC.

            
	
              a
      California limited liability company

            	 	
              a
      Nevada corporation

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
              By:
      Keith Moore

            	 	
              By:
      David Walters

            
	
              Title:
      Managing Member

            	 	
              Title:
      Chief Executive Officer

            
	 	 	 
	 	 	 
	Address:   
      30950 Rancho Viejo Rd #120	 	 
	
              San
      Juan Capistrano, CA  92675

            	 	 
	 	 	 
	 	 	 
	 	 	 
	Keith
      Moore	 	 
	 	 	 
	 	 	 
	David
      Walters	 	 
	 	 	 
	 	 	 
	Matt
      Szot	 	 


    

     

    
 

    
      
         

      

      
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      Schedule
A

    

    Restricted
Common Stock to Be Issued:

     

    
      
        	David
      Walters:	 900,000
      common shares	 
	Keith
      Moore:	 900,000
      common shares	 
	Matt
      Szot:	 200,000
      common shares	 
	 	 	 
	 	 	 
	 	 	 


      

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