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 Financial 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: ten percent (10%) of the
      annual adjusted EBITDA ( earnings before interest, taxes, depreciation,
      amortization, and less any unrealized capital gains) based on the audited
      consolidated results 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.


    
      
         

      

      
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            (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. 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.


    
      
         

      

      
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        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. 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.

    


     

    
      
         

      

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

     

    

      
        	
                BEDMINSTER
                  FINANCIAL CORP. 

              	
                APOGEE
                  HOLDINGS INC.

              
	 	 
	 	 
	
                By:
                  /s/                                

              	
                By:
                  /s/                            

              


      

    

     

     

     

     

     

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