Management Services Agreement


    MANAGEMENT
      SERVICES AGREEMENT

    


     

    THIS
      MANAGEMENT SERVICES AGREEMENT ("Agreement") is made and entered into effective
      as of the 1st day of March, 2007 (the "Effective Date"), by and between
      Bedminster Capital Corp., a Nevada corporation (the "Company"), and Apogee
      Holdings Inc., a New Jersey company (“Apogee").

    


    In
      consideration of the promises herein made and on the terms and subject to the
      conditions herein contained, the Company and Apogee hereby agree as
      follows:

    


    1.
      Engagement. The Company hereby retains Apogee for the period commencing on
      the
      Effective Date and continuing through December 31, 2017, subject to termination
      as provided under Section 4 below. Apogee accepts such engagement.

    


    2.
      Duties.

    


           (a)
      Apogee will provide Paul Patrizio ("Executive") to act as the Chief Executive
      Officer of the Company and cause Executive to report directly to the Company's
      Board of Directors ("Board"). Executive will have the day-to-day responsibility
      for the management and direction of the Company as well as such other duties
      and
      responsibilities commensurate with a chief executive officer .

    


           (b)
      Executive will perform his duties in conformity with the reasonable and
      appropriate directions of the Board. Executive will devote such time as Apogee
      deems necessary to the business and affairs of the Company.

    


    3.
      Compensation.

    


           (a)
      Fee.
      The Company will pay to Apogee (or such other entity designated by Apogee)
      a fee
      (the "Fee") at the monthly rate of Twenty Thousand Dollars ($20,000) per month,
      payable monthly in cash on the 1st day of each month; which Fee shall be
      increased by 5 % of such amount at each January 1 during the term of this
      Agreement. The Company will not withhold any taxes from such Fee. Such Fee
      shall
      be increased by $5,000 when and if the Company’s revenues, based on the trailing
      twelve months on a pro forma basis, exceed $5,000,000 and thereafter increased
      by an additional $2,000 for each such pro forma revenue increase of
      $5,000,000.

     

            
(b)
      Benefits.
      Apogee will be responsible for payment of Executive's withholding obligations
      and health benefits.

    


           (c)
      Bonus. Apogee will earn an annual bonus as follows: an amount equal to the
      greater of (i) one percent (1%) of the annual gross Real Estate Investments
      of
      the Company or (ii) 10% of the annual EBITDA of the Company , both based on
      the
      audited consolidated statements of the Company. 


    
      
         

      

      
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    This
      bonus shall be payable within thirty days (30) after the audit has been
      completed as follows: 40% of such bonus shall be paid in cash and the remaining
      60% shall be paid in shares of Class A Common Stock of the Company based on
      an
      amount equal to 120% of the Annual Average Stock Price. The Annual Average
      Stock
      Price for each fiscal year shall be determined by adding the closing price
      for a
      share of Class A Common Stock of the Company for each trading day of such year(
      adjusted for any recapitalizations) and dividing the sum by the number of such
      trading days; provided, however, that in no event shall the Annual Average
      Stock
      Price be less than the par value per share . Such Shares shall be restricted
      from sale for a period of three years from the date the Apogee receives such
      bonus shares. Apogee will also be entitled to an additional bonus of $100,000
      in
      cash if and when the Company becomes a separate publicly traded entity; provided
      that the Board shall determine that the Company has sufficient funds to pay
      such
      bonus or any portion of such bonus from time to time so that a portion of such
      bonus shall be paid if and only when the funds for payment of any such amounts
      is available to the Company and an equal amount of operating funds remain after
      any such payment.

     

                (d)
      Directors and
      Officers Insurance; Indemnity. The Company will maintain appropriate amounts
      of
      directors and officers insurance coverage and of liability insurance. The
      Company will name Apogee and Executive as an additional insured. The Company
      will indemnify, defend and hold Executive and Apogee harmless against any
      claims, costs (including legal fees) or liabilities respecting Executive's
      or
      Apogee's actions on behalf of the Company.

    


           (e)
      Reimbursement. The Company will reimburse Apogee for its reasonable
      Company-related expenses including office expense if an office is not provided
      by the Company.

    


    4.
      Termination of Employment.

    


           (a)
      Termination at Will by Either Party. Subject to the payment to Apogee of the
      applicable termination payment as provided in Section 4(e) below, if any, either
      party may terminate this Agreement, for any reason, with or without Cause (as
      defined at Section 4(c) and (d) below), upon written notice to the
      other.

    


           (b)
      Death
      or Permanent Disability of Executive. This Agreement will terminate
      automatically upon the death or permanent disability of Executive. Executive
      will be deemed permanently disabled for the purpose of this Agreement if in
      the
      good faith determination of the Board, Executive has become physically or
      mentally incapable of performing his duties hereunder for a continuous period
      of
      90 days, in which event Executive will be deemed permanently disabled upon
      the
      expiration of such 90-day period. In the event of a termination of this
      Agreement due to the death or permanent disability of Executive, Apogee
      will

    be
      entitled only to the Fee earned through the date of such death or
      permanent

    disability
      in accordance with Section 3, but to no other termination payment.

    


           (c)
      Executive's Termination for Cause. The Company will have the right to terminate
      this Agreement for "Cause" at any time effective upon its giving written notice
      to Apogee specifying with particularity the facts and circumstances constituting
      such Cause. 


    
      
         

      

      
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    For
      such
      purposes, "CAUSE" means the occurrence of one or more of the following: (i)
      conviction of Executive of any crime constituting either a felony or
      embezzlement, fraud or theft with respect to the property of the Company; (ii)
      habitual alcohol or drug abuse by Executive which adversely affects his job
      performance; (iii) the intentional breach of fiduciary duty to the Company;
      (iv)
      gross neglect or bad faith misconduct in the performance of Executive's duties
      hereunder which causes material loss, damage or injury to or otherwise
      materially endangers the property, reputation or employees of the Company;
      or
      (v) the breach of any material provision of this Agreement by
      Apogee.

     

                (d)
      Apogee's
      Resignation . Apogee will have the right to terminate this Agreement at any
      time
      effective upon ninety (90) days written notice to the Company .

     

                (e)
      Compensation Upon
      Termination.

    


        (i)
      In
      the event the Company terminates this Agreement for Cause or Apogee voluntarily
      terminates this Agreement , Apogee will be entitled to only: (A) the
      compensation provided for in Section 3(a) hereof for the period of time ending
      with the date of termination; and (B) reimbursement for such expenses as Apogee
      may have properly incurred on behalf of the Company as provided in Section
      3(e)
      above prior to the date of

    termination.

    


        (ii)
      In
      the event the Company terminates this Agreement without Cause , Company further
      will pay Apogee the Fee for each month or partial month remaining in the term
      of
      this Agreement up to a maximum termination payment of Two Hundred Fifty Thousand
      Dollars ($250,000).

    


    5.
      Assignment and Transfer.

    


           (a)
      Company. This Agreement may not be assigned by the Company to any purchaser
      of
      all or substantially all of the Company's business or assets without the written
      consent of Apogee.

    


           (b)
      Apogee. Apogee's rights and obligations under this Agreement will not be
      transferable by Apogee by assignment or otherwise, except to any entity
      controlled by either Executive or Apogee. Any other purported assignment,
      transfer or delegation thereof will be void.

    


    6.
      Confidentiality. Apogee agrees that all trade secrets, confidential or
      proprietary information with respect to the activities and businesses of the
      Company including, without limitation, personnel information, business plans,
      marketing plans, forecasts, strategies and information which have been or are
      learned by Executive in the course of its employment by the Company
      (collectively, "PROPRIETARY INFORMATION") will be kept and held in confidence
      and trust by Apogee . Apogee will not use or disclose Proprietary Information
      except as necessary in the normal course of the business of the Company for
      its
      sole and exclusive benefit, unless Apogee is compelled so to disclose under
      process of law, in which case Apogee will first notify the Company promptly
      after receipt of a demand to so disclose. 


    
      
         

      

      
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    Apogee
      agrees and acknowledges that it will cause Executive to comply with the terms
      of
      Section 6 of this Agreement.

    


    7.
      Independent Contractor. It is the express intention of the parties that Apogee
      is an independent contractor and neither it nor Executive are employees of
      the
      Company. Apogee reserves the right to determine the method, manner and means
      by
      which the services will be performed. Apogee shall not be entitled to employ
      anyone other than Executive to perform the services provided by this Agreement,
      without the express written consent of the Company. Unless specifically
      requested by the Company, Apogee is not required to perform the services during
      a fixed hourly or daily time.

    


    8.

      Miscellaneous.

    


           (a)
      Governing Law; Interpretation. This Agreement will be governed by the
      substantive laws of the State of New Jersey applicable to contracts entered
      into
      and fully performed in such jurisdiction. The headings and captions of the
      Sections of this Agreement are for convenience only and in no way define, limit
      or extend the scope or intent of this Agreement or any provision hereof. This
      Agreement will be construed as a whole, according to its fair meaning, and
      not
      in favor of or against any party, regardless of which party may have initially
      drafted certain provisions set forth herein.

     

                (b)
      Notices. Any
      notice, request, claim or other communication required or permitted hereunder
      will be in writing and will be deemed to have been duly given if delivered
      by
      hand or if sent by Federal Express to Apogee or to the Company at its corporate
      address.

    


           (c)
      Entire Agreement; Amendments. This Agreement constitutes the final and complete
      expression of all of the terms of the understanding and agreement between the
      parties hereto with respect to the subject matter hereof, and this Agreement
      replaces and supersedes any and all prior or contemporaneous negotiations,
      communications, understandings, obligations, commitments, agreements or
      contracts, whether written or oral, between the parties respecting the subject
      matter hereof. This Agreement may not be modified, amended, altered or
      supplemented except by means of the execution and delivery of a
      written

    instrument
      mutually executed by both parties.

    


     

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

    


    


    


    BEDMINSTER
      CAPITAL CORP.           APOGEE
      HOLDINGS INC.


    


    By:
      /s/_________________________      By:
      /s/                         

     

     

     

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