Exhibit 10.1

                              MANAGEMENT AGREEMENT

         This Management  Agreement (the  "Agreement") is made as of the 1st day
of July 2004 by and between Wahoo  Funding,  LLC., a Florida  limited  liability
company (the  "Company")  and Genesis  Capital  Corporation  of Nevada,  Inc., a
Nevada corporation ("Genesis").

                                    RECITALS:

         A.   Genesis,   by  and  through  its  officers,   employees,   agents,
representatives  and  affiliates,  has  expertise  in  the  areas  of  corporate
management,  finance,  product  strategy,  investment,  acquisitions  and  other
matters relating to the business of the Company; and

         B. The Company  desires to avail itself of the  expertise of Genesis in
the aforesaid areas, in which it acknowledges the expertise of Genesis.

                                   AGREEMENT:

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
covenants and conditions herein set forth, the parties hereto agree as follows:

         1. APPOINTMENT.

         The  Company  hereby  appoints  Genesis  to  render  the  advisory  and
consulting  services  described  in  Section  2  hereof  for  the  term  of this
Agreement.

         2. SERVICES.

         (a)  During the term of this  Agreement,  Genesis  shall  render to the
Company,  by  and  through  such  of  Genesis'  officers,   employees,   agents,
representatives  and  affiliates  as  Genesis,  in its  sole  discretion,  shall
designate  from  time to time,  advisory,  consulting  and other  services  (the
"Oversight  Services") in relation to the  operations of the Company,  strategic
planning,  domestic and  international  marketing  and  financial  oversight and
including,  without limitation,  advisory and consulting services in relation to
the selection, retention and supervision of independent auditors, the selection,
retention and supervision of outside legal counsel, the selection, retention and
supervision of investment bankers or other financial advisors or consultants and
the structuring  and  implementation  of equity  participation  plans,  employee
benefit plans and other incentive arrangements for certain key executives of the
Company.

         (b) The parties  hereto  acknowledge  that certain  events will require
Genesis to render  services  beyond the scope of  activities  which the  parties
contemplate  as part of the  Oversight  Services and for which  Genesis shall be
entitled to additional  compensation  hereunder. It is expressly agreed that the
Oversight Services shall not include  Investment  Banking Services.  "Investment
Banking  Services" means  investment  banking,  financial  advisory or any other
services  rendered  by  Genesis  to the  Company  in  connection  with  (i)  any
acquisitions  and  divestitures  by the  Company  or  any  of its  subsidiaries,
including,  without  limitation,  the sale of substantially all of the assets of
the Company,  whether by a sale of assets,  the equity interests of the Company,





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merger or otherwise,  and the  acquisition or sale of any subsidiary or division
of the Company,  or (ii) the public or private sale of debt or equity  interests
of the Company, or any of its affiliates or any similar financing  transactions.
The Oversight  Services and the Investment Banking Services shall be referred to
herein as the "Services."

         3. FEES.

         (a) In  consideration  of the  performance  of the  Oversight  Services
contemplated  by Section  2(a) hereof,  the Company  agrees to pay to Genesis an
aggregate  fee (the  "Fee") for the  period  commencing  on the date  hereof and
continuing  until  August 31, 2006 a total  amount  equal to  $700,000,  payable
$350,000 on September 30, 2004 and $350,000 on or before September 30, 2005.

         (b) In  consideration  of any additional  Investment  Banking  Services
provided to the Company in connection  with the events  described in clauses (i)
and (ii) of the  definition of  Investment  Banking  Services,  Genesis shall be
entitled to receive  additional  reasonable  compensation  as agreed upon by the
parties hereto.

         4. OUT-OF-POCKET EXPENSES

         In addition to the compensation  payable to Genesis pursuant to Section
3 hereof,  the Company  shall,  at the direction of Genesis,  pay  directly,  or
reimburse Genesis for, its reasonable  Out-of-Pocket  Expenses. For the purposes
of this  Agreement,  the term  "Out-of-Pocket  Expenses"  shall mean the amounts
actually  paid by  Genesis in cash in  connection  with its  performance  of the
Services,  including, without limitation,  reasonable (i) fees and disbursements
(including,  underwriting  fees)  of any  independent  auditors,  outside  legal
counsel,   consultants,   investment  bankers,   financial  advisors  and  other
independent professionals and organizations,  (ii) costs of any outside services
or  independent  contractors  such as  financial  printers,  couriers,  business
publications or similar services and (iii)  transportation,  per diem, telephone
calls,  word processing  expenses or any similar expense not associated with its
ordinary operations. All reimbursements for Out-of-Pocket Expenses shall be made
promptly upon or as soon as  practicable  after  presentation  by Genesis to the
Company of the statement in connection therewith.

         5. INDEMNIFICATION

         The Company will indemnify and hold harmless  Genesis and its officers,
employees,  agents,  representatives,  members  and  affiliates  (each  being an
"Indemnified  Party")  from and  against any and all  losses,  costs,  expenses,
claims,  damages and liabilities (the  "Liabilities")  to which such Indemnified
Party may become  subject  under any  applicable  law,  or any claim made by any
third  party,  or  otherwise,  to the extent  they relate to or arise out of the
performance of the Services  contemplated by this Agreement or the engagement of
Genesis pursuant to, and the performance by Genesis of the Services contemplated
by, this  Agreement.  The Company will reimburse any  Indemnified  Party for all
reasonable  costs  and  expenses  (including   reasonable  attorneys'  fees  and
expenses)  as they  are  incurred  in  connection  with  the  investigation  of,
preparation  for or defense of any  pending  or  threatened  claim for which the
Indemnified  Party would be entitled to  indemnification  under the terms of the
previous sentence, or any action or proceeding arising therefrom, whether or not
such  Indemnified  Party  is a  party  hereto,  provided  that,  subject  to the
following sentence,  the Company shall be entitled to assume the defense



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thereof at its own expense,  with counsel satisfactory to such Indemnified Party
in its  reasonable  judgment.  Any  Indemnified  Party may, at its own  expense,
retain separate counsel to participate in such defense, and in any action, claim
or proceeding in which the Company,  on the one hand, and an Indemnified  Party,
on the  other  hand,  is,  or is  reasonably  likely to  become,  a party,  such
Indemnified  Party  shall  have the  right to  employ  separate  counsel  at the
Company's  expense  and to  control  its own  defense of such  action,  claim or
proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a
conflict or potential conflict exists between the Company,  on the one hand, and
such  Indemnified  Party,  on the other  hand,  that  would  make such  separate
representation advisable. The Company agrees that it will not, without the prior
written  consent of the  applicable  Indemnified  Party,  settle,  compromise or
consent to the entry of any judgment in any pending or threatened claim,  action
or proceeding  relating to the matters  contemplated  hereby (if any Indemnified
Party is a party  thereto  or has been  actually  threatened  to be made a party
thereto) unless such settlement, compromise or consent includes an unconditional
release of the applicable  Indemnified  Party and each other  Indemnified  Party
from all  liability  arising  or that may  arise  out of such  claim,  action or
proceeding.  Provided  that the Company is not in breach of its  indemnification
obligations hereunder, no Indemnified Party shall settle or compromise any claim
subject to  indemnification  hereunder  without the consent of the Company.  The
Company will not be liable under the foregoing  indemnification provision to the
extent that any loss, claim, damage, liability, cost or expense is determined by
a court,  in a final judgment from which no further appeal may be taken, to have
resulted solely from the gross negligence or willful  misconduct of Genesis.  If
an   Indemnified   Party  is  reimbursed   hereunder  for  any  expenses,   such
reimbursement  of  expenses  shall  be  refunded  to the  extent  it is  finally
judicially  determined that the Liabilities in question resulted solely from the
gross negligence or willful misconduct of Genesis.

         6. TERMINATION

         This Agreement shall be in effect on the date hereof and shall continue
until  August 31,  2006,  or such  earlier  time as the  Company and Genesis may
mutually  agree.  The  provisions  of Sections 5, 7 and 8 and  otherwise  as the
context so requires shall survive the termination of this Agreement.

         7. OTHER ACTIVITIES

         Nothing  herein  shall in any way  preclude  Genesis  or its  officers,
employees, agents,  representatives,  members or affiliates from engaging in any
business  activities or from performing services for its or their own account or
for the account of others,  including for companies  that may be in  competition
with the business conducted by the Company.

         8. MISCELLANEOUS.

         (a) No  amendment  or waiver of any  provision  of this  Agreement,  or
consent  to any  departure  by either  party from any such  provision,  shall be
effective  unless the same shall be in writing and signed by the parties to this
Agreement,  and,  in any  case,  such  amendment,  waiver  or  consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.






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         (b) This  Agreement and the rights of the parties  hereunder may not be
assigned  without the prior  written  consent of the parties  hereto;  provided,
however,  that Genesis may assign or transfer its duties or interests  hereunder
to a Genesis affiliate at the sole discretion of Genesis.

         (c) Any and all notices  hereunder  shall,  in the absence of receipted
hand  delivery,  be deemed duly given when mailed,  if the same shall be sent by
registered or certified  mail,  return receipt  requested,  and the mailing date
shall be deemed the date from  which all time  periods  pertaining  to a date of
notice shall run.  Notices  shall be  addressed to the parties at the  following
addresses:

If to the Company:                  Wahoo Funding , LLC
                                    ====================================

If to Genesis:                      Genesis Capital Corporation of Nevada, Inc.
                                    ====================================

         (d) This Agreement shall  constitute the entire  agreement  between the
parties with  respect to the subject  matter  hereof,  and shall  supersede  all
previous  oral  and  written  (and  all   contemporaneous   oral)  negotiations,
commitments, agreements and understandings relating hereto.

         (e) This  Agreement  shall be governed by, and  enforced in  accordance
with,  the laws of the State of Nevada  (excluding  the choice of law principles
thereof).  The  parties  to  this  Agreement  hereby  agree  to  submit  to  the
non-exclusive  jurisdiction of the federal and state courts located in the state
of Nevada  in any  action  or  proceeding  arising  out of or  relating  to this
Agreement.  This  Agreement  shall inure to the benefit of, and be binding upon,
Genesis and the Company  (including  any present or future  subsidiaries  of the
Company that are not signatories  hereto),  and their respective  successors and
assigns.

         (f) This Agreement may be executed in two or more counterparts,  and by
different  parties on separate  counterparts.  Each set of counterparts  showing
execution by all parties shall be deemed an original,  and shall  constitute one
and the same instrument.

         (g) The waiver by any party of any breach of this  Agreement  shall not
operate  as or be  construed  to be a waiver  by such  party  of any  subsequent
breach.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed and delivered by their duly authorized  officers or agents as set forth
below.














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Wahoo Funding , LLC

By:
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Name:
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Title:
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Date:
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Genesis Capital Corporation of Nevada, Inc

By:
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Name:
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Title:
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Date:
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