MANAGEMENT AGREEMENT

Exhibit 10.1

MANAGEMENT AGREEMENT

This Management Agreement (the “Agreement”) dated this 30th day of April 2010, and is made effective as of the 1st day of May 2010, by and between Xxxxxx Xxx Development, Inc., a Nevada corporation (the “Company”) and Xx. Xxxxxxx Xxxxxxxxxx (“Xx. Xxxxxxxxxx”).

RECITALS:

WHEREAS, Xx. Xxxxxxxxxx shall operate the day-to-day business of the Company and shall handle all other matters relating to the business of the Company; and

WHEREAS, the Company desires to avail itself of the expertise of Xx. Xxxxxxxxxx.

AGREEMENT:

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

1.

Appointment.

The Company hereby appoints Xx. Xxxxxxxxxx to render the services described in Section 2 hereof for the term of this Agreement.

2.

Services.

During the term of this Agreement, Xx. Xxxxxxxxxx shall render to the Company, as the Company’s Chief Executive Officer, President, Chief Financial Officer, Secretary and as a Director (the “Services”) in relation to the operations of the Company, strategic planning, and financial oversight and including, without limitation, advisory and consulting services in relation to the selection, retention and supervision of independent auditors, the selection, retention and supervision of outside legal counsel, the selection, retention and supervision financial advisors or consultants and the structuring and implementation of equity participation plans, employee benefit plans and other incentive arrangements for certain key executives of the Company.

3.

Fees.

In consideration of the performance of the Services contemplated by Section 2 hereof, the Company agrees to pay to Xx. Xxxxxxxxxx an aggregate monthly fee (the “Fee”) of $2,500 per calendar month. Such Fee may be converted into shares of the Company's common stock at a conversion rate to be determined by and between the Company and Xx. Xxxxxxxxxx from time to time. The Fee shall be payable on the last day of each calendar quarter.

4.

Out-of-Pocket Expenses

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

5.

Indemnification

The Company will indemnify and hold harmless Xx. Xxxxxxxxxx from and against any and all losses, costs, expenses, claims, damages and liabilities (the “Liabilities”) to which Xx. Xxxxxxxxxx may become subject under any applicable law, or any claim made by any third party, or otherwise, to the extent they relate to or arise out of the performance of the Services contemplated by this Agreement or the engagement of Xx. Xxxxxxxxxx pursuant to, and the performance by Xx. Xxxxxxxxxx of the Services contemplated by, this Agreement. The Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the gGuidarelli negligence or willful misconduct of Xx. Xxxxxxxxxx. If Xx. Xxxxxxxxxx is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in question resulted solely from the gGuidarelli negligence or willful misconduct of Xx. Xxxxxxxxxx.

6.

Termination

This Agreement shall be in effect on the date hereof and shall continue until such time as Xx. Xxxxxxxxxx or one or more of its affiliates collectively control, in the aggregate, less than 10% of the equity interests of the Company, or such earlier time as the Company and Xx. Xxxxxxxxxx may mutually agree. The provisions of Sections 5, 7 and 8 and otherwise as the context so requires shall survive the termination of this Agreement.

7.

Other Activities

Nothing herein shall in any way preclude Xx. Xxxxxxxxxx from engaging in any business activities or from performing services for its or their own account or for the account of others, including for companies that may be in competition with the business conducted by the Company.

8.

General.

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

(b) 

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

(c) 

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

(d) 

This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Nevada (excluding the choice of law principles thereof). The parties to this Agreement hereby agree to submit to the non-exclusive jurisdiction of the federal and state courts located in the state of Nevada in any action or proceeding arising out of or relating to this Agreement.

(e) 

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

(f)

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

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

		Xxxxxx Xxx Development, Inc.
		By:		/s/ Xxxxxxx Xxxxxxxxxx
		Name: Its:		Xxxxxxx Xxxxxxxxxx CEO & President
		Xxxxxxx Xxxxxxxxxx
		By:		/s/ Xxxxxxx Xxxxxxxxxx

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