Exhibit 10.10


     

    Exhibit
      10.10


    


    


    MANAGEMENT
      AGREEMENT

    


    This
      MANAGEMENT AGREEMENT (the “Agreement”) is entered into on the _____ day of
      ________, 20__ by and between JDM REEF CAPITAL MANAGEMENT, LLC (the “Investment
      Manager”), and JDM REEF CAPITAL FUNDING, LLC, a Delaware limited liability
      company (the “Fund”).

    


    RECITALS

    


    WHEREAS,
      the Fund is engaged in a business of investing assets as more fully described
      in
      the Operating Agreement of the Fund (as the same may be amended, modified and
      restated from time to time, the “Fund Agreement”);

    


    WHEREAS,
      the Investment Manager has expertise in managing the types of investments for
      which the Fund is authorized to invest pursuant to the Fund
      Agreement;

    


    WHEREAS,
      the Fund desires to engage the Investment Manager to provide the Fund with
      certain investment management and related services, and the Investment Manager
      desires to render such services to the Fund in consideration of a fee as
      hereinafter specified; and

    


    WHEREAS,
      the engagement of the Investment Manager is authorized by the Fund
      Agreement;

     

    WHEREAS,
      the Investment Manager wishes to manage assets of the Fund and agrees to act
      in
      a manner consistent with the Fund Agreement and under the supervision of, and
      guidelines established by, the Managing Member of the Fund, JDM CAPITAL FUNDING
      II, LLC, a Delaware limited liability company (the “Managing
      Member”).

    


    NOW,
      THEREFORE, in consideration of the agreements made herein and intending to
      be
      legally bound hereby, it is agreed by and between the parties hereto as
      follows:

    


    
      	1.  	
              Fund
                Agreement Controls; Definitions. If there are any inconsistencies
                or
                conflicts between the terms and conditions of this Agreement and
                the terms
                and conditions set forth in the Fund Agreement, the terms and conditions
                of the Fund Agreement shall control. Capitalized terms used and not
                otherwise defined herein shall have the respective meanings attributable
                to such terms in the Fund
                Agreement.

            


    

    


    
      	2.  	
              Provision
                of Services by Investment Manager. The Fund hereby retains the Investment
                Manager to provide investment management services set forth in
                Schedule 2.0 of this Agreement (“Management Services”) and hereby
                appoints the Investment Manager to act on behalf of the Fund to find
                and
                evaluate investments pursuant to the Investment Guidelines (as defined
                in
                Section 3 below). The Investment Manager hereby accepts such retention
                and
                agrees to provide such investment management services as provided
                for in
                this Agreement.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	3.  	
              Investment
                Committee; Investment Guidelines and Objectives.
                

            


    

     

    
      	3.1  	
              The
                Fund Agreement provides that the Fund establishes an investment committee
                (the “Investment Committee”). The Investment Committee shall consist of at
                least three (3) members; with no less than two (2) representing the
                Fund
                and appointed by the Fund; and no less than one (1) representing
                the
                Investment Manager and appointed by the Investment Manager. The current
                composition of the Investment Committee for the Fund is set forth
                on
                Schedule 3.1 of this Agreement.

            


    

    


    
      	3.2  	
              Additional
                members may be added by a majority vote of the current members. Vacancies
                shall be replaced by the party whom the vacating member
                represented.

            


    

     

    
      	3.3  	
              Investment
                Manager shall provide Management Services for the Fund in accordance
                with
                the investment objectives and guidelines established by the Investment
                Committee as set forth on Schedule 3.3 of this Agreement, as it may
                be
                amended or revised from time to time by the Investment Committee
                (the
                “Investment Guidelines”). 

            


    

     

    
      	4.  	
              Investment
                Committee; Powers and Duties of the Investment Manager.
                

            


    

    


    
      	4.1  	
              The
                Investment Committee retains full and absolute discretion and complete
                and
                full power and authority to invest and reinvest the Fund Assets in
                investments recommend by the Investment Manager. In order to approve
                an
                investment (“Authorized Investment”) the Investment Committee must approve
                the Authorized Investment by the unanimous written consent of all
                members
                of the Investment Committee. All other decisions shall be made by
                a
                majority vote of the Investment Committee
                members.

            


    

     

    
      	4.2  	
              In
                connection with each Authorized Investment, the Investment Committee
                shall
                delegate the Investment Manager with the requisite power and authority
                to
                manage the Authorized Investment to serve the best interest of the
                Fund
                and to follow the Investment Guidelines. Such power shall be in the
                form
                of a written limited power of attorney signed by a duly authorized
                representative of the Managing Member of the Fund; provided, however,
                should there be more than one managing member of the Fund, then such
                power
                of attorney shall be signed by all such managing
                members.

            


    

     

    
      	4.3  	
              The
                Investment Manager and its manager(s), employees, and agents shall
                discharge their duties and exercise their powers hereunder solely
                in the
                interest of the Fund and with the care, skill, prudence and diligence
                that, under the circumstances then prevailing, a prudent person acting
                as
                a fiduciary in a like capacity and familiar with such matter would
                use.
                The Investment Manager shall devote such time and attention to the
                affairs
                of the Fund as is reasonably necessary to fulfill its obligations
                under
                this Agreement.

            


    

     

    
      	5.  	
              Investment
                Management Fee. As compensation for the Investment Manager’s services
                rendered hereunder, the Fund shall pay the Investment Manager a fee
                as set
                forth on Schedule 5.0 of this Agreement (the “Management
                Fee”).

            


    

    


    
      	6.  	
              Status
                of Investment Manager. Investment Manager agrees and acknowledges
                that in
                performing its duties and obligations under this Agreement, Investment
                Manager (including its affiliates) is acting as an independent contractor
                and not as a partner, agent, or employee of Fund. Further, nothing
                contained in this Agreement shall be construed to create the relationship
                of principal and agent, partnership, joint venture or any other
                relationship between the Investment Manager and the Fund, other than
                the
                relationship of independent contractors. Investment Manager shall
                have no
                authority to execute contracts for or on behalf of Fund, or otherwise
                to
                bind Fund to any legal obligation unless duly authorized in the manner
                provided in Section 4. 

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	7.  	
              Expenses.
                During the term of this Agreement, the Investment Manager shall be
                responsible for all of its own normal day-to-day operating expenses,
                including, without limitation, compensation of its staff and the
                cost of
                office space, office equipment, communications, utilities and other
                such
                normal overhead expenses. In addition, the Investment Manager will
                be
                responsible for expenses incurred in connection with the Management
                Services. The Investment Manager is solely responsible for paying
                his or
                its own federal state and local income taxes, and any unemployment
                insurance and employee benefits to its employees. The Fund will be
                responsible for direct transactional expenses such as legal, accounting,
                leverage (if appropriate) or other specialized consulting or professional
                services that are required and that the Investment Manager would
                not
                normally be expected to render with its own professional staff.
                Additionally, the Fund shall be responsible for Fund Expenses as
                set forth
                in the Fund Agreement. Any expenses that the Fund will be responsible
                for
                must be pre-approved by a majority of the Investment
                Committee.

            


    

     

    
      	8.  	
              Right
                of First Refusal. Investment Manager shall present to the Fund all
                investment opportunities known to or reviewed by the Investment Manager
                that meet the Investment Guidelines. Investment opportunities that
                the
                Fund declines may then be offered or directed by Investment Manager
                to
                others on terms no more favorable than those terms presented or
                recommended to the Fund.

            


    

     

    
      	9.  	
              Legal
                Compliance. With regard to providing the Management Services contemplated
                by this Agreement, Investment Manager and its manager(s), members,
                affiliates, and employees will at all times comply with all applicable
                federal and state laws, rules, and regulations regarding the Management
                Services provided under this Agreement. The Investment Manager is
                not
                registered or licensed to act, nor does it hold out itself or any
                of its
                employees or affiliates as, a broker, dealer or investment advisor
                (as
                those terms are defined in federal securities laws). Notwithstanding
                the
                preceding sentence, Investment Manager promptly shall undertake the
                process of becoming licensed if, subsequent to the execution of this
                Agreement, Investment Manager is required to do so pursuant to a
                change in
                applicable law in connection with providing Management Services under
                this
                Agreement.

            


    

     

    
      	10.  	
              Representations
                and Warranties of the Fund. Fund represents, warrants, and covenants
                to
                the Investment Manager that: 

            


    

     

    
      	10.1  	
              Fund
                is duly and validly organized and is validly existing and in good
                standing
                under the laws of the State of its formation, and is duly qualified
                to
                conduct business in each jurisdiction in which it engages in
                business.

            


    

     

    
      	10.2  	
              Fund
                has all requisite power and authority, and all necessary authorizations,
                approvals, required to enter into this Agreement and to be bound
                by the
                terms hereof. This Agreement will not result in the breach of any
                terms,
                conditions or provisions of, or constitute a default under, any agreement
                or other instrument to which it is a party, or to which it may be
                bound.

            


    

     

    
      	10.3  	
              The
                Fund has the authority to appoint the Investment Manager to manage
                the
                assets held in the Fund.

            


    

     

    
      	10.4  	
              There
                are no pending suits, actions, investigations or proceedings of any
                kind,
                or current judgments that might, individually or in the aggregate,
                materially affect Fund, its financial status or ability to carry
                on the
                business contemplated hereunder. 

            


    

     

    
      	10.5  	
              The
                Fund will maintain all books and records reasonably necessary to
                comply
                with its obligations under this
                Agreement.

            


    

     

    
      	10.6  	
              Fund
                shall immediately notify Investment Manager upon learning of any
                fact or
                the occurrence of any event, which would render any representation
                hereunder untrue or constitute a violation of any warranty or covenant
                hereunder. 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	11.  	
              Representations
                and Warranties of the Investment Manager. Investment Manager represents,
                warrants, and covenants to Fund that:


            


    

     

    
      	11.1  	
              Investment
                Manager is duly and validly organized and is validly existing and
                in good
                standing under the laws of the State of its formation, and is duly
                qualified to conduct business in each jurisdiction in which it engages
                in
                business. 

            


    

     

    
      	11.2  	
              Investment
                Manager has all requisite power and authority, and all necessary
                authorizations, approvals, and licenses required to enter into this
                Agreement and to be bound by the terms thereof and to perform the
                Management Services. 

            


    

     

    
      	11.3  	
              There
                are no pending or past suits, actions, investigations or proceedings
                of
                any kind, or judgments which might, individually or in the aggregate,
                materially affect Investment Manager, its financial status or ability
                to
                carry on the business contemplated hereunder. All such actions have
                been
                disclosed to the Fund prior to this
                agreement.

            


    

     

    
      	11.4  	
              Neither
                Investment Manager nor any of its members, managers, affiliates,
                employees
                or representatives shall use any marketing, educational or solicitation
                materials to market the Fund unless such materials are either provided
                by
                the Fund or have been approved in writing by the Fund prior to any
                such
                use. 

            


    

     

    
      	11.5  	
              The
                Investment Manager will maintain all books and records reasonably
                necessary to comply with its obligations under this
                Agreement.

            


    

     

    
      	11.6  	
              Investment
                Manager shall immediately notify the Fund if: (a) there is any material
                change to any Authorized Investment in the Fund, (b) there is any
                material
                change in personnel assigned to perform the Management Services under
                this
                Agreement, (c) there is any change in control or management of Investment
                Manager, or (d) Investment Manager becomes aware of any other material
                change in its business organization, including, but not limited to
                the
                filing of bankruptcy relief or other legal proceeding, suits, or
                actions
                involving the Investment Manager, or any of its affiliates or employees.
                .

            


    

     

    
      	11.7  	
              Investment
                Manager shall immediately notify Fund upon learning of any fact or
                the
                occurrence of any event, which would render any representation hereunder
                untrue or constitute a violation of any warranty or covenant
                hereunder.

            


    

     

    
      	12.  	
              Compliance
                Inquiries. Each party shall cooperate fully and in good faith with
                any
                reasonable request by the other party to (i) review their internal
                books
                and records in connection with their obligations or duties under
                this
                Agreement, or (ii) respond to any regulatory or accounting audit,
                investigation or inquiry, or legal action, related to any of the
                activities contemplated by this Agreement and shall make its books
                and
                records available during normal business hours for such purposes.
                If
                either party requires or reasonably believes it needs copies of any
                records of the other party to respond to any regulatory inquiry or
                claim
                or suit from any individual or entity, the party from whom the records
                are
                requested shall supply copies of such records in a timely manner.
                Each
                party shall make its records reasonably available to any neutral
                third
                party in connection with (i) above, or any regulatory authorities
                or in
                any judicial or arbitration proceeding involving the other party
                in
                connection with (ii) above, if requested by such other party. In
                the
                foregoing circumstances, the requesting party shall bear all reasonable
                costs involved with copying and delivering such records.
                

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	13.  	
              Mutual
                Indemnification. 

            


    

    


    
      	13.1  	
              Each
                party (“Indemnifying Party”) shall, to the maximum extent permitted by
                applicable law, indemnify and hold harmless the other party (“Indemnified
                Party”) and, its members, managers, employees, agents, assigns or any of
                their respective affiliates or any Person who was, at the time in
                question, such a Person (each an “Indemnified Person” and collectively,
                the “Indemnified Persons”) and the Indemnifying Party shall release each
                Indemnified Persons, to the fullest extent permitted by law, from
                and
                against any and all damages, including, without limitation, damages
                incurred in investigating, preparing or defending any action, claim,
                suit,
                inquiry, proceeding, investigation or appeal taken from any of the
                foregoing by or before any court, governmental authority, or
                self-regulatory authority, whether pending or threatened, whether
                or not a
                Indemnified Person is or may be a party thereto, which, in the judgment
                of
                the Managing Member, arise out of, relate to or are in connection
                with
                this Agreement, the Fund Agreement, or the management or conduct
                of the
                business or affairs of the Fund, provided that the act or failure
                to act
                giving rise to such damages was taken in good faith and except for
                any
                such damages that are found by a court of competent jurisdiction
                to have
                resulted primarily from any act or omission which constituted negligence,
                intentional misconduct, an intentional or material breach of this
                Agreement or the Fund Agreement, or a knowing violation of law.
                

            


    

    


    
      	13.2  	
              The
                termination of any proceeding by settlement shall not be deemed to
                create
                a presumption that the Indemnified Party involved in such settlement
                did
                not act in good faith or acted in a manner which constituted negligence,
                intentional misconduct, an intentional or material breach of this
                Agreement, a knowing violation of law or a material breach of any
                securities laws. The indemnification provisions of this section may
                be
                asserted and enforced by, and shall be for the benefit of, each
                Indemnified Person, and each Indemnified Person is hereby specifically
                empowered to assert and enforce such right; provided that any Indemnified
                Person who enters into a settlement of any proceeding without the
                prior
                approval of the Managing Member (which approval shall not be unreasonably
                withheld) shall not be entitled to the indemnification provided in
                this
                section. The right of any Indemnified Person to the indemnification
                provided herein shall be cumulative of, and in addition to, any and
                all
                rights to which such Indemnified Person may otherwise be entitled
                by
                contract or as a matter of law or equity and shall extend to his
                or its
                heirs, successors, assigns and legal
                representatives.

            


    

     

    
      	14.  	
              Confidentiality.
                

            


    

    


    
      	14.1  	
              The
                Fund will receive in confidence, and maintain the confidentiality
                of, and
                not disclose for its own purposes or benefit or for that of any Affiliate
                or third party, the names or other identifying characteristics of
                Investment Manager’s sources of potential investments or the identity the
                sources of investment opportunities presented to the Fund that the
                Fund
                declines to approve for any reason. The Fund will not acquire, from
                or
                through any source other than Investment Manager, any investment
                opportunity meeting the Investment Guidelines that has been presented
                to
                the Fund by Investment Manager hereunder and acknowledged in writing
                by
                the Fund as being accepted or rejected. Upon the termination of this
                Agreement for any reason, neither the Fund nor any Affiliate thereof
                shall
                for a period of six months following the date of termination, enter
                into
                any investments or transactions with a source first introduced to
                the Fund
                or to an Affiliate of the Fund by Investment Manager. Upon the termination
                of this Agreement for any reason, neither the Investment Manager
                nor any
                Affiliate thereof shall for a period of six months following the
                date of
                termination, enter into any investments or transactions with a source
                first introduced to the Investment Manager or to an Affiliate by
                the
                Fund.

            


    

    


    
      	14.2  	
              Investment
                Manager and Fund agree to keep confidential and not to disclose to
                third
                parties the terms and conditions of this Agreement except as may
                be
                required by law, rule or regulation, by any governmental regulator
                or any
                self-regulatory organization having jurisdiction over Investment
                Manager,
                or with the expressed written consent of the Managing Member of the
                Fund.
                Subject to compliance with applicable federal and state laws, rules
                and
                regulations, nothing in this Agreement shall prevent Investment Manager
                from using the investment return results and other attributes of
                the Fund
                as a statement of Investment Manager “track record,” provided that neither
                the Fund nor its affiliates are directly or indirectly
                identified.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	15.  	
              Term
                and Termination. 

            


    

    


    
      	15.1  	
              This
                Agreement shall be effective on and from the date that the Fund commences
                operations and, unless otherwise terminated as provided herein, shall
                run
                through the Fund’s dissolution date. Either party shall have the right to
                terminate this Agreement upon ninety (90) days prior written notice
                to the
                other party. Termination of this Agreement pursuant to this Section
                15.1
                shall be deemed to occur as of the termination date set forth in
                such
                notice. 

            


    

     

    
      	15.2  	
              Notwithstanding
                the termination provision in Section 15.1, the Fund may terminate
                the
                Investment Manager at any time for “cause” by providing written notice of
                termination. Such termination will become effective upon the giving
                of
                such notice. Upon any such termination for cause, the Investment
                Manager
                shall have no right to compensation for any period subsequent to
                the
                effective date of termination. For purposes of this Section 15.2,
“cause”
                shall mean: (i) Investment Manager (including any of its members,
                managers, or employees) is convicted of a felony or misdemeanor or
                commits
                a criminal act; (ii) Investment Manager (including any of its members,
                managers, or employees), in carrying out its duties hereunder, has
                acted
                with negligence or intentional misconduct resulting, in any case,
                in harm
                to the Fund; (iii) Investment Manager (including any of its members,
                managers, or employees) misappropriates funds or otherwise defrauds
                the
                Fund; (iv) Investment Manager (including any of its members, managers,
                or
                employees) breaches its fiduciary duty to the Fund resulting in profit
                to
                the Investment Manager (including any of its members, managers, or
                employees), directly or indirectly; (v) Investment Manager (including
                any
                of its members, managers, or employees) materially breaches any agreement
                with the Fund; or (vi) Investment Manager fails to competently perform
                the
                Management Services.

            


    

    


    
      	16.  	
              Non-Assignment.
                The Investment Manager shall not assign this Agreement or any of
                its
                rights or obligations hereunder without the prior written consent
                of the
                Fund. An assignment includes any direct or indirect transfer or
                hypothecation of the contract or the beneficial ownership of a controlling
                block of outstanding voting securities by a security holder of the
                Investment Manager.

            


    

    


    
      	17.  	
              Entire
                Agreement. This Agreement and the Exhibits and Schedules hereto,
                which are
                incorporated herein by reference and made a part hereof, constitutes
                the
                entire Agreement between the parties and supersedes all prior oral
                and
                written agreements between the parties hereto with respect to the
                subject
                matter hereof. None of the prior and/or contemporaneous negotiations,
                preliminary drafts, or prior versions of this Agreement leading up
                to its
                execution and not set forth herein shall be construed to, or otherwise
                affect the validity of this Agreement. Each party acknowledges that
                no
                representation, inducement or condition not set forth herein has
                been made
                or relied upon by either party.

            


    

    


    
      	18.  	
              Amendments
                and Waivers. This Agreement may only be amended by a writing signed
                by
                both the Investment Manager and the Fund. The Investment Manager
                and the
                Fund may by written consent waive, either prospectively or
                retrospectively, and either for a specified period of time or
                indefinitely, the operation or effect of any provision of this Agreement.
                No waiver of any right by any party hereto shall be construed as
                a waiver
                of the same or any other right at any other
                time.

            


    

    


    
      	19.  	
              Captions.
                Captions contained in this Agreement are inserted only as a matter
                of
                convenience and in no way define, limit or extend or otherwise affect
                the
                scope or intent of this Agreement or any provision
                hereof.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	20.  	
              Severability.
                If any provision of this Agreement, or the application of such provision
                to any Person or circumstance, shall be held invalid, illegal or
                unenforceable in any jurisdiction, the validity, legality and
                enforceability of the remaining provisions of this Agreement, or
                the
                application of such provision in jurisdictions or to Persons or
                circumstances other than those to which it is held invalid, illegal
                or
                unenforceable shall not be affected
                thereby.

            


    

    


    
      	21.  	
              Notices
                and Addresses. All notices, offers, acceptance and any other acts
                under
                this Agreement (except payment) shall be in writing, and shall be
                sufficiently given (a) on the date of delivery if delivered to the
                addressees in person, (b) if deposited with Federal Express or similar
                reputable overnight receipted courier service, upon actual receipt
                (or if
                the date of actual receipt is not a Business Day, upon the next Business
                Day), (c) if sent by telecopy or facsimile transmission, upon confirmation
                of receipt (or if the date of such confirmation of receipt is not
                a
                Business Day, upon the next Business Day) if also sent by first class
                mail, registered or certified, postage prepaid, or (d) if sent by
                first
                class mail, registered or certified, postage prepaid, upon the earlier
                of
                three Business Days after deposit in the mail or the delivery as
                shown by
                return receipt, to the party to whom notice is given and properly
                addressed as per Schedule 21.0. Either party may change the address
                to
                which such notices are to be addressed by giving the other party
                hereto
                written notice of such change in the manner herein set
                forth.

            


    

     

    
      	22.  	
              Governing
                Law. To the extent not inconsistent with applicable federal law,
                this
                Agreement shall be governed by, and construed and enforced in accordance
                with, the laws of the State of Delaware, without giving effect to
                its
                principles of conflicts of law.

            


    

    


    
      	23.  	
              Submission
                to Jurisdiction. Each party irrevocably consents and agrees that
                any legal
                action or proceeding with respect to this Agreement and any action
                for
                enforcement of any judgment in respect thereof may be brought in
                the
                appropriate federal or state court in the State of Delaware and,
                by
                execution and delivery of this Agreement, each party hereby submits
                to and
                accepts for itself and in respect of its property, generally and
                unconditionally, the non-exclusive jurisdiction of the aforesaid
                courts
                and appellate courts from any appeal thereof. Each party hereby
                irrevocably waives any objection which it may now or hereafter have
                to the
                laying of venue of any of the aforesaid actions or proceedings arising
                out
                of or in connection with this Agreement brought in the courts referred
                to
                above, and hereby further irrevocably waives and agrees not to plead
                or
                claim in any such court that any such action or proceeding brought
                in any
                such court has been brought in an inconvenient forum.
                

            


    

    


    
      	24.  	
              Waiver
                of Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
                PARTY
                HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY
                ACTION,
                PROCEEDING OR COUNTERCLAIM, ARISING OUT OF OR IN CONNECTION WITH
                THIS
                AGREEMENT OR ANY MATTER ARISING
                HEREUNDER.

            


    

    


     

    


    [Signature
      Page to Follow]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized officers as of the day and year first above
      written.

    


    Fund:

    


    


    /s/
      Joseph
      DeMatteo                                                                __________

    Joseph
      DeMatteo, Member
      as                                                        
Date

    Member,
      JDM CAPITAL FUNDING II, LLC as

    Managing
      Member, JDM REEF CAPITAL FUNDING, LLC

    


    


    Investment
      Manager(s):

    


    


    /s/
      Joseph
      DeMatteo                                                                 
__________

    Joseph
      DeMatteo, Member as
      Member,                                           
Date

    JDM
      CAPITAL MANAGER, LLC,as Managing Member,    

    JDM
      REEF
      CAPITAL MANAGEMENT, LLC     

    


    


    /s/
      Dr. Claus G. Wagoner
      Bartak                                               
__________

    Dr.
      Claus
      G. Wagoner Bartak Member as
      Member,                           Date

    JDM
      REEF
      CAPITAL MANAGEMENT, LLC,

    as
      President of Red Reef Laboratories International   

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      2.0

    


    Investment
      Manager agrees and is authorized as follows:

    


    
      	1.  	
              Investment
                Manager is authorized to act on behalf of the Fund solely to find
                and
                evaluate investments for the Fund. 

            


    

    


    
      	2.  	
              Investments
                reviewed by Investment Manager that meet the criteria in the Investment
                Guidelines will be presented to the Fund in a form acceptable to
                the Fund
                in order for the Fund to make the determination whether or not to
                make the
                investment.

            


    

    


    
      	3.  	
              All
                documentation relating the investments shall be executed by the
                Fund.

            


    

    


    
      	4.  	
              Investment
                Manager will forward any and all information regarding each transaction
                to
                the Fund.

            


    

    


    
      	5.  	
              Investment
                Manager shall be responsible for providing the Fund with a schedule
                of all
                actions necessary to properly maintain the investments. Investment
                Manager
                shall issue a report to the Fund at least once per monthly detailing
                such
                actions. 

            


    

    


    
      	6.  	
              Investment
                Manager will supervise and coordinate the servicing of such
                investments.

            


    

    


    
      	7.  	
              Investment
                Manager agrees to provide to Fund any and all original records pertaining
                to the transactions, duties and responsibilities under this
                Agreement.

            


    

    


    
      	8.  	
              Investment
                Manager shall prepare a monthly report showing information concerning
                the
                performance of the Fund. The report shall be provided in a form and
                manner, and include such additional information, as may be reasonably
                required by the Fund. 

            


    

    


    
      	9.  	
              Investment
                Manager shall meet with the Fund at the Fund’s request and at mutually
                agreed upon times, to discuss any action with respect to the Account,
                including a review of performance or to discuss present and future
                investment strategy. Investment Manager shall be available to answer
                questions by the Fund, its investors, or staff from time to time
                as
                needed, by phone or upon reasonable occasion in the Fund’s
                office.

            


    

    


    
      	10.  	
              Investment
                Manager will keep core functions to a cost plus 5% maximum structure
                in
                order to drive maximum returns and cost control
                projects

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3.1

    


    Initial
      Members of the Investment Committee:

    


    1.Joseph
      W. DeMatteo

    2.John
      R.
      Buono

    3.Dr
      Claus G. Wagner Bartak

    4.

    
 

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      3.3

    


    Investment
      Guidelines

    


    


    


    


    


    


    


    [Investment
      Guidelines as prepared by Investment Manager]

    


    To
      be
      discussed and added

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      5.0

    


    
      	1.  	
              Fees
                Paid to the Investment Manager (all fees together herein referred
                to as
                the “Management Fees”). The Management Fees shall be paid to the
                Investment Manager and include the
                following:

            


    

    


    
      	a.  	
              Servicing
                Fee. The Investment Manager shall be paid a fee equal to 1/12th of
                one
                percent (.08333%) of ending Total Assets (according to GAAP) of the
                Fund
                at the end of each calendar month.

            


    

    


    
      	b.  	
              Profit
                Sharing Fee. The Investment Manager shall be paid a fee equal to
                100%
                percent (100%) of the Net Profit (according to GAAP) in excess of
                both an
                Eighteen percent (18%) Annual Hurdle Rate Of Return, and in excess
                of a
                High Water Mark of the first dollar of Thirty Five (35%) of Net Profit
                after the repayment of any Debt to each asset or project of the fund,
                but
                prior to any distribution to Investment
                Manager.

            


    

    


    
      	c.  	
              All
                Profit Sharing Fees will be payable only after the successful Exit
                Plan,
                refinancing, sale and after the satisfaction of any and all title,
                liens
                and contracted encumbrances.

            


    

    


    
      	2.  	
              Fees
                Upon Termination. Upon Termination of the Management Agreement as
                described in Section 15, the following the following will apply to
                the
                Management Fees:

            


    

    


    
      	a.  	
              Where
                termination has been for Cause, as described in Section 15.2, the
                Investment Manager will not be paid any additional fees and will
                forfeit
                any profit participation.

            


    

    


    
      	b.  	
              Where
                the Investment Manager terminates the Management Agreement pursuant
                to
                Section 15.1, the Investment Manager will no longer receive any additional
                Management Fees.

            


    

    


    
      	c.  	
              Where
                the Fund terminates the Management Agreement pursuant to Section
                15.1, the
                Investment Manager will continue to receive the Profit Share Fee
                for
                investments held in the Fund at the time of termination, but will
                no
                longer receive any Servicing Fees.

            


    

    


    
      	3.  	
              Servicing
                Fees will be paid as soon as practical after the completion of the
                Fund’s
                monthly financial statements. Profit Sharing Fees will be paid as
                soon as
                practical after the completion of the Fund’s annual
                audit.

            


    

     

    


    Definitions:

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      21.0

    


    All
      notices shall be delivered to the following:

    


    For
      the
      Fund:

    


    


    


    


    For
      the
      Investment Manager:

    


    JDM
      Reef
      Capital Funding, LLC

    Attention:
      Joseph Dematteo

    730
      Fifth
      Avenue, 9th
      Floor

    New
      York,
      NY 10019

    Telephone:
      212-659-7781

    Fax:
      212-659-7781

    


    
      
        
        

      

      
        13