MANAGEMENT SERVICES AGREEMENT

                                                                   July 29, 2005

Bongiovi Entertainment, Inc.
39 Hansen Farm Road
North Haven, CT 06473

Gentlemen:

      This will confirm the arrangements, terms and conditions pursuant to which
Sarmatan Developments Ltd. (the "Consultant") has been retained to serve as a
consultant and advisor to Bongiovi Entertainment, Inc., a Nevada corporation
(the "Company"), on a non-exclusive basis in connection with its potential
acquisition of an unaffiliated company. The undersigned hereby agrees to the
following terms and conditions:

1.    Services

            Consultant shall, at the request of the Company, upon reasonable
      notice, promptly render advice to the Company in connection with (i) the
      acquisition and/or merger of or with other companies, and (ii) bank
      financings or any other financing from financial institutions or otherwise
      (including, but not limited to, lines of credit, performance bonds,
      letters of credit or loans). It is agreed and acknowledged that Consultant
      has provided such services to the Company prior to the date hereof,
      without compensation.

            The services described in this Section 1 shall be rendered by
      Consultant without any direct supervision by the Company and at such time
      and place and in such manner (whether by conference, telephone, letter or
      otherwise) as Consultants may determine.

      2.    Term.

            This Agreement shall continue for a period of one year from the date
      hereof (the "Term").

      3.    Compensation.

            In full consideration for the services to be rendered by the
      Consultant hereunder, the Consultant shall be paid a fee of $200,000. The
      $200,000 shall be due and payable as follows: (i) $25,000 shall be paid on
      July 31, 2005, and (ii) $175,000 shall be payable within seven (7)
      business


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      days after closing of a material acquisition or merger by the Company.

      4.    Relationship. Nothing herein shall constitute Consultant as an
            employee or agent of the Company, except to such extent as might
            hereinafter be agreed upon for a particular purpose. Except as might
            hereinafter be expressly agreed, Consultant shall not have the
            authority to obligate or commit the Company in any manner
            whatsoever.

      5.    Confidentiality. Except in the course of the performance of their
            duties hereunder, Consultant agrees that they shall not disclose any
            trade secrets, know-how, or other proprietary information not in the
            public domain learned as a result of this Agreement unless and until
            such information becomes generally known.

      6.    Assignment and Termination. This Agreement shall not be assignable
            by any party except to successors to all or substantially all of the
            business of either party for any reason whatsoever without the prior
            written consent of the other party, which consent may be arbitrarily
            withheld by the party whose consent is required.

Very truly yours,                                             Consulting Fees:

SARMATAN DEVELOPMENTS, LTD.

By: /s/ Riccardo Mortara                                        $200,000.00
    --------------------

AGREED AND ACCEPTED:

BONGIOVI ENTERTANMENT, INC.

By: /s/ Larry Shatsoff
    --------------------
    Name: Larry Shatsoff
    Title: President