[EXHIBIT 10.5]

                      MANAGEMENT AGREEMENT

     THIS MANAGEMENT AGREEMENT is dated February 28, 2007 by  and
between   UNIVERSAL   CAPITAL  MANAGEMENT,  [INC.,   a   Delaware
corporation] ("Manager"), and THIRD-ORDER NANOTECHNOLOGIES, INC.,
a Nevada corporation ("TDON").

                           BACKGROUND

     TDON desires to obtain from the Manager, and the Manager  is
willing  and  able  to provide to TDON, management  services  and
other assistance in accordance with and subject to the terms  and
conditions set forth in this Agreement.

     For   and  in  consideration  of  the  mutual  benefits  and
covenants   set  forth  below,  and  other  good   and   valuable
consideration,  the  receipt and adequacy  of  which  are  hereby
acknowledged, the parties hereto, intending to be legally  bound,
hereby agree as follows:

1.   Appointment as Manager.
     ----------------------

     (a)  TDON hereby engages Manager to provide management services
and  other  assistance  in accordance  with  the  terms  of  this
Agreement.   The Manager shall and hereby agrees to  devote  such
time  as  is  reasonably necessary to provide such  services  and
assistance.

2.   Scope of Services.
     -----------------

     (a)   Manager hereby agrees to provide to TDON the following
services  (as  amended  from  time  to  time,  collectively,  the
"Services"):

          (i)  Strategic Planning.  Manager shall assist TDON management
     in the strategic planning process to include but not be limited to
     analysis of potential markets, competition, product marketing
     approaches, pricing and future product utility.

         (ii)  Significant Managerial Assistance.  Manager shall provide
     TDON with day to day managerial assistance on issues such as
     employment, payroll, and benefits; real estate leasing; utility
     utilization; capital expenditures; personnel; and other related
     matters.

        (iii)  Financial Reporting Services.  Manager shall assist in
     providing  TDON on a quarter-annual basis a balance sheet, income
     statement and statement of cash flow for TDON.  Such financial
     reports shall be completed not later than thirty (30) days after
     the end of the quarter-annual period reported on.  Income
     statements will be based on generally accepted accounting
     principles as in effect in the United States of America,
     consistently applied from period to period and in accordance with
     the terms of contracts and service agreements.

         (iv)  Tax Reporting Services.  Manager shall assist in the
     preparation of  sales and use tax returns for all jurisdictions
     in which TDON is then subject to reporting as determined by TDON
     for goods or services sold.  Not later than the 10th business day
     of each calendar month in which a sales/use tax liability is due
     to  be paid TDON, Manager shall provide TDON with the amount of


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     such liability.  Such returns shall be delivered to TDON for
     execution no later than three (3) days prior to the filing due
     date for any such return.


          (v)  Accounts Payable Services.

               A.   Manager shall provide  for the usual and ordinary
          business aspects of the accounts payable process for TDON,
          including but not limited to:

                    (I.) Maintaining vendor master

                   (II.) Processing vendor invoices
                  (III.) Executing vendor payments from TDON's funds
                   (IV.) Processing travel expense reports
                    (V.) Executing employee payments for travel expense
                         from PSI-TEC's funds
                   (VI.) Stop payment administration
                  (VII.) 1099 Misc. reporting
                 (VIII.) Invoice filing
                   (IX.) Documentation retention

               B.   Manager shall direct and oversee  TDON's outstanding
     accounts payable from TDON's funds (if available) to contracted
     payment terms and consistent with past business practice.

     (a)  Investment Banking Consultation Services. Manager  will
     assist  TDON  in  seeking  funding and  in  preparation  for
     entering  the public market. Manager will provide TDON  with
     various  options  and methods for attaining  its  investment
     banking and public market goals.

     (b)To the extent that Manager is able in the ordinary course
     of  business, Manager shall provide or cause to be provided,
     all personnel, facilities, equipment, systems and management
     necessary  or appropriate to provide such Services.   In  no
     event  will Manager be required to stay in business or  take
     other  extraordinary measures solely to provide the Services
     to  TDON;  provided,  that Manager  shall  provide  Services
     pursuant to this Agreement in the same order of priority  as
     it  provides  the  same  or  similar  services  to  its  own
     departments    or    divisions   except   where    Manager's
     extraordinary business needs require otherwise and  provided
     TDON  is  notified in advance of any delay and the  Services
     are provided to TDON at the next available opportunity.


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     (c)During the Term of this Agreement, TDON may from time  to
     time  request  that  Manager  provide  special  services  or
     projects  in  addition to the Services  identified  in  this
     Section  2, and Manager may in its sole discretion agree  to
     provide  such additional services or projects.   If  Manager
     agrees to provide such additional services or projects,  the
     Parties shall negotiate in good faith to establish the terms
     (including,  without limitation, price) for  providing  such
     additional  services or projects and following agreement  on
     such  terms, this Section 2 shall be amended to include such
     additional services and projects.

3.   Term and Termination
     --------------------

     (a)  This Agreement shall be effective as of the date first
set forth above and, subject to the provisions of section (b) of
this Section  3,  shall terminate on February 28, 2008  (the
"Term").  The Term shall be automatically extended from year to
year in the absence of ninety (90) days' notice from one party
to the other.

     (b)  Notwithstanding the provisions of subsection (a) of this
Section 3, (i) Manager can terminate this Agreement at any time
upon thirty (30) days' notice to TDON upon TDON's failure to pay
the amounts required hereunder and (ii) TDON can terminate this
Agreement after thirty (30) days' notice to Manager of Manager's
material failure to fulfill its obligations hereunder and
Manager's failure to correct such failure during such time
period.

4.   Compensation.
     ------------

     (a)  Within thirty (30) days of the signing of this agreement
TDON  shall pay Manager for the Services by delivering to Manager
one million (1,000,000) Shares of common stock of the Company. If
the Term of this Agreement extends beyond February 28, 2008, TDON
shall pay for continuing Services hereunder by delivering five
hundred thousand (500,000) additional Shares to Manager in advance
of March 1, 2008 and each March 1 thereafter during the Term.

     (b)  In addition, TDON shall reimburse Manager for third party
and out-of-pocket expenses actually and reasonably incurred by
Manager in performing the Services; provided that expenses of
Affiliates of Manager shall not be deemed third party expenses
for purposes of this Section 4.

5.   Non-Exclusive Contract. The Manager acts as adviser to other
     ----------------------
clients and may  give advice, and  take action, with respect to any
such client which may differ from the advice given, or the timing or
nature  of action taken, with respect to TDON.

6.   Delegation and Assignment.  With TDON's prior written consent,
     -------------------------
which consent shall not be unreasonably  withheld or delayed, Manager
may delegate all or part of its duties to perform Services hereunder;
provided, that Manager' costs associated with any duties so delegated
shall  not be  deemed out-of-pocket expenses added to the price of
Services pursuant to Section 4.  Notwithstanding the foregoing, Manager
shall be entitled to delegate all or any part of its duties  to one or
more of its Affiliates upon notice to TDON; provided, however, that
Manager and its delegee  Affiliate(s) shall be jointly and severally
liable for performance of Manager's obligations under this Agreement.
TDON  shall not assign  or subcontract its rights, duties, or
obligations under this Agreement.


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7.   Confidential Information
     ------------------------

     (a)  Each party shall treat as confidential all Confidential
Information  of  the  other party that  comes  to  its  knowledge
through  this  Agreement.  Each party shall take  such  steps  to
prevent disclosure of such Confidential Information to any  third
person  as  it  would take in protecting its own  proprietary  or
confidential  information and shall not use any portion  of  such
Confidential Information for any purpose not authorized herein.

    (b)  No party shall be under any obligations with respect to any
Confidential Information:
        (i)  which is, at the time of disclosure, available to the
    general public;

       (ii)  which becomes at a later date available to the general
    public through no fault on the part of such party and then only
   after such later date;
      (iii)  which such party can demonstrate was in its possession
   before receipt from the other party; or
       (iv)  which is disclosed to such party without restriction on
   disclosure by a third party who has the lawful right to disclose
   such information.
   (c)  The confidentiality obligations of this Section 7 shall
survive the termination of this Agreement.

8.   Independent Contractor.   Manager  is  and  shall remain at all
     ----------------------
times  an  independent contractor  of TDON in the performance of all
Services hereunder, and all persons  employed by Manager to perform
such Services shall be and remain employees solely of Manager and
subject only to the supervision of Manager's supervisory  personnel.
With respect to Manager's employees providing  services  under  this
Agreement, Manager shall be responsible for the payment of all
salaries  and  benefits  and all income  taxes,  social security
taxes,  employment compensation taxes and other employment taxes
and  withholdings with respect to such employees and all fringe
benefits  program expenses, such as insurance costs,  pension or
retirement plans, vacation, sick leave and similar matters, with
respect  to  such  employees.  Manager  shall  be  entitled to
determine which of its employees shall provide the Services.

9.   Force Majeure.
     -------------

     (a)  Neither party shall be liable for any loss or damage for
delay or non-performance under this Agreement resulting from  the
operation of any applicable law, rule, ordinance or regulation of
any  governmental  entity  or  regulatory  agency,  or  from  any
requirement   or  intervention  of  civil,  naval   or   military
authorities or other agencies of the government, or by reason  of
any other causes whatsoever not reasonably within the control  of
such  party,  including, but not limited to, acts  of  God,  war,
riot,  insurrection,  civil violence or disobedience,  blockages,
embargoes, sabotage, epidemics, fire, strikes, lock-outs or other
industrial or labor disturbances, lightning, hurricanes, cyclonic
storms,  explosions  and delay of carriers;  provided,  that  the
affected  party  notifies  the  other  party  promptly   of   the
occurrence   of  the  cause  and  thereafter  exerts   reasonable


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commercial  efforts  to  overcome the  cause  of  prevention  and
hindrance and to resume performance; and provided, further,  that
the  settlement  of  strikes, lock-outs and other  industrial  or
labor disturbances shall be entirely within the discretion of the
affected  party, and the affected party shall not be required  to
make  settlement  of strikes, lock-outs and other  industrial  or
labor  disturbances by acceding to the demands  of  any  opposing
third  party  or parties when such course is unfavorable  in  the
affected party's judgment.

     (b)  If Manager' performance under this Agreement is suspended
or rendered impractical by reason of any cause covered by subsection
(a) of this Section 9 ("Force Majeure") for a period in excess of
twenty (20) days, TDON  shall have the right to terminate this
Agreement with respect to the disrupted Services immediately upon
written notice to Manager.  An event of Force Majeure shall not
operate to extend the Term or to limit amounts payable for
Services rendered on or prior to the actual date of the event of
Force Majeure.

10.  Limitation of Liability.   Notwithstanding any other provision of
     -----------------------
this Agreement to  the contrary, Manager shall not be liable to TDON
by reason  of  any error  of  omission or  commission, performance or
failure  to perform or delay in performing any Services under this
Agreement, for any damages, including, but not limited  to, special,
incidental or consequential damages, suffered by TDON beyond  a refund
to  TDON of all charges paid by TDON to Manager for the Services that
caused such damages, unless  Manager  shall  have gently of gross
negligence or willful misconduct.  The provisions of this Section 10
shall survive termination of this Agreement.

11.  Indemnification.   TDON shall and hereby agrees to indemnify and
     ---------------
hold  harmless the  Manager and each of its officers, directors, and
employees from and against any and all claims of any third parties
brought against  Manager and all Damages and Expenses incurred by Manager
except  such claims or Damages and Expenses, as the case may be, as
shall conclusively be shown to have resulted from  Manager's gross
negligence or willful misconduct.  The provisions of this Section 11
shall survive the termination of this Agreement.

12.  Manager's  Investment  Representations.   Manager   hereby
     --------------------------------------
represents and warrants to and with TDON that:

     (a)  Manager will be acquiring the Shares for its own account as
principal and not with a view to, or for sale in connection with, any
distribution of all or any of such Shares.  Manager  hereby agrees
that  it  will  not, directly or indirectly, assign, transfer, offer,
sell, pledge, hypothecate or otherwise dispose of  all or  any  of such
Shares (or solicit any offers  to buy, purchase or otherwise acquire
or take a pledge of any  of  such Shares) except in accordance with the
registration provisions  of the Securities Act of 1933 (the "Securities
Act") or an exemption from  such registration provisions or any
applicable  securities laws.

     (b)  Manager (i) is knowledgeable and experienced with respect
to the financial, tax and business aspects of the ownership of
investments such as the Shares and of the business contemplated by
TDON and is capable of evaluating the risks and merits of acquiring
the Shares and in making a decision to proceed with this investment,
has not relied on any representations, warranties or agreements of
TDON or others, and (ii) can bear the economic risk of an investment
in Shares for an indefinite period of time and can afford to suffer
the complete loss thereof.


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     (c)  Manager has evaluated the risks involved in investing in
the Shares and has determined  that the Shares are a suitable
investment for Manager.  Specifically, the aggregate amount of
the investments the Manager has in, and Manager's commitments to,
all similar investments that are illiquid  is reasonable in
relation to Manager's net worth, both  before and after the
acquisition of the Shares pursuant to this Agreement.

     (d)  Manager understands and acknowledges that the Shares have
not  been registered  under  the Securities  Act  or  any  state
securities laws and are being offered and sold  in  reliance  on
exemptions provided in the Securities Act and  state  securities
laws  for transactions not involving any  public  offering  and,
therefore,  cannot  be  resold  or transferred  unless  they are
subsequently  registered  under  the  Securities  Act  and  such
applicable state securities laws or unless an exemption from such
registration is available.  Manager also understands that TDON
does  not have any obligation or intention to register the Shares
for sale under the Securities Act or any state securities laws or
of supplying the information which may be necessary to enable the
Manager  to sell Shares and that  Manager has no right to require
the  registration of the Shares under the Securities  Act,  any
state securities laws or other applicable securities regulations.

     (e)   Manager  has no contract, understanding, agreement or
arrangement with any person to sell, transfer or pledge  to such
person  or  anyone else any of the Shares which the Manager will
acquire  pursuant to this Agreement and that Manager  has no
present  plans  to enter into any such  contract,  undertaking,
agreement or arrangement.

13.  Definitions.
     -----------

     (a)  "Affiliate" means, with respect to a Person, another Person
who  Controls, is Controlled by or is under common  Control  with
the first such Person.

     (b)  "Confidential Information" means any and all information of
either party that might reasonably be considered confidential,
secret, sensitive, proprietary or private. To the extent
practical, Confidential Information shall be marked "proprietary"
or "confidential."  Confidential Information shall include the
following:
          (i)  data, know-how, formulae, processes, designs, sketches,
     photographs, plans, drawings, specifications, samples, reports,
     lists, financial information, studies, findings, inventions and
     ideas, computer programs and software, or proprietary information
     relating to either party or the methods or techniques used by
     either party;

         (ii) data, documents or proprietary information employed in
     connection with the marketing and implementation of each party's
     products, including cost information, business policies and
     procedures, revenues and markets, distributor and customer lists,
     and similar items of information; and


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        (iii) any other data or information obtained by either party
     during the term of this Agreement which is not generally known to
     and not readily ascertainable by proper means by third persons
     who could obtain economic value from its use or disclosure.
     (c)   "Control" means the ability, through stock  ownership,
contract, or otherwise, to control the business or officers of  a
Person.

     (d)  "Damages and Expenses" means costs, liabilities, and
expenses incurred in investigating, defending, and paying
settlements or judgments with respect to claims (including
reasonable attorneys' fees).

     (e)  "Holiday" means for purposes of this Agreement, a day, other
than a Saturday or Sunday, on which national banks with branches
in the Commonwealth of Pennsylvania are or may elect to be
closed.

    (f)  "Person" means an individual or entity.

    (g)  "Shares" means shares of common stock of TDON, par value
$0.001 dollars  per share acquired by Manager pursuant to this
Agreement.

14.  Miscellaneous.
      ------------

     (a)  Indulgences, Etc.  Neither the failure nor any delay on the
          ----------------
part  of either party to exercise any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof,
nor  shall  any single or partial exercise of any right, remedy,
power or privilege preclude any other or further exercise of the
same or of any other right, remedy, power or privilege, nor shall
any waiver of any right, remedy, power or privilege with respect
to any occurrence be construed as a waiver of such right, remedy,
power or  privilege  with respect to any other  occurrence.  No
waiver shall be effective unless it is in writing and is signed
by the party asserted to have granted such waiver.

     (b)  Controlling Law.  This Agreement and all questions relating
          ---------------
to its validity, interpretation, performance and enforcement
(including, without limitation, provisions concerning limitations
of actions), shall be governed by and construed in accordance
with the laws of the State of Delaware, notwithstanding any
conflict-of-laws doctrines of any jurisdiction to the contrary,
and without the aid of any canon, custom or rule of law requiring
construction against the draftsman.

     (c)  Notices.  All notices, requests, demands and other
          -------
communications required or permitted under this Agreement shall
be in writing and shall be deemed to have been duly given, made
and received only when delivered (personally, by courier service
such FedEx or by other messenger) against receipt or upon actual
receipt of registered or certified mail, postage prepaid, return
receipt requested, addressed as set forth below:

     If to:    Manager
               Universal Capital Management, Inc.
               2601 Annand Drive
               Suite 16
               Wilmington, DE 19808
               Attention: Michael D. Queen


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<PAGE>


     If to:    Third-Order Nanotechnologies, Inc.
               Fred R. Goetz, Jr.
               c/o Universal Capital Management
               2601 Annand Drive #16
               Wilmington, DE 19808
               Attention: Ms. Heather Fisher

     with a copy, given in the manner prescribed above, to:
               David M. Bovi
               David M. Bovi, P.A.
               319 Clematis Street, Suite 700
               West Palm Beach, FL 33401


In  addition,  notice  by  mail shall  be  sent  by  a  reputable
international  courier (such as FedEx) if posted outside  of  the
continental  United States.  Any party may alter the  address  to
which communications or copies are to be sent by giving notice of
such  change of address in conformity with the provisions of this
subparagraph for the giving of notice.

     (d)  Binding Nature of Agreement; No Assignment.  This Agreement
          ---------------------------
shall  be  binding upon and inure to the benefit of  the  parties
hereto and their respective successors and assigns.

     (e)  Provisions Separable.  The provisions of this Agreement are
          --------------------
independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue
of the fact that for any reason any other or others of them may
be invalid or unenforceable in whole or in part.

     (f)  Entire Agreement.  This Agreement contains the entire
          ----------------
understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings, inducements or
conditions, express or implied, oral or written, except as herein
contained.  The express terms hereof control and supersede any
course of performance and/or usage of the trade inconsistent with
any of the terms hereof.  This Agreement may not be modified or
amended other than by an agreement in writing.

     (g)  Section Headings. The Section and subsection headings in
          ----------------
this Agreement have been inserted for convenience of reference
only; they form no part of this Agreement and shall not affect
its interpretation.

     (h)  Gender, Etc. Words used herein, regardless of the number
          -----------
and gender specifically used, shall be deemed and construed to
include any other number, singular or plural, and any other
gender, masculine, feminine or neuter, as the context indicates
is appropriate.

     (i)  Number of Days.  In computing the number of days for
          --------------
purposes of this Agreement, all days shall be counted, including
Saturdays, Sundays and Holidays; provided, however, that if the
final day of any time period falls on a Saturday, Sunday or
Holiday, then the final day shall be deemed to be the next day
which is not a Saturday, Sunday or Holiday.


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     IN  WITNESS  WHEREOF, the Parties hereto have executed  this
Management Agreement



THIRD-ORDER NANOTECHNOLOGIES, INC.   UNIVERSAL CAPITAL MANAGEMENT, INC.



BY: /s/ Fred J. Goetz, Jr.         BY: /s/Michael D. Queen
    ------------------------          ------------------------
NAME: Fred J. Goetz, Jr.           NAME:  Michael D. Queen
      ----------------------             ---------------------
TITLE: President                   TITLE: President
       ---------------------             ---------------------

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