BENTLEY COMMUNICATIONS CORP/DE
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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>bentley_8kex10-2.txt
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                                                                    EXHIBIT 10.2
                              MANAGEMENT AGREEMENT
                              --------------------


THIS MANAGEMENT AGREEMENT is dated for reference the 4th day of August, 2003.

BETWEEN:

                  BENTLEY COMMUNICATIONS CORP.,
                  ----------------------------
                  of 11301 Olympic Boulevard, Suite 680
                  Los Angeles, CA  90064

                  (hereinafter referred to as the "COMPANY")

                                                               OF THE FIRST PART

AND:

                  JOE CRUMP
                  of #1 Chestnut Street, Suite 3A
                  Nashua, NH   03060

                  (hereinafter referred to as the "MANAGER")

                                                              OF THE SECOND PART

WHEREAS:

A.       The Company is a corporation incorporated under the laws of the State
         of Florida with its executive offices and a business office in Los
         Angeles, California;

B.       The Company's business consists of ecommerce and alternative and
         conventional forms of financial transactions for commerce, particularly
         ecommerce, and the development of proprietary software that will enable
         barter exchanges, and the companies that barter through them, access
         around the clock to a user-friendly, online trade exchange that will
         provide for faster trading, increased sales volume, access to new
         nationwide markets and an entire range of management tools;

D.       The Company wishes to retain the Manager to provide management services
         to a wholly-owned subsidiary of the Company (the "SUBSIDIARY"), to be
         determined by the Company, upon the terms and conditions hereinafter
         set out;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
all other good and valuable consideration and the mutual covenants herein
contained, the parties hereto hereby covenant and agree as follows:

INTERPRETATION
--------------

1.       For all purposes of this Agreement, except as otherwise expressly
         provided or unless the context otherwise requires:

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         (a)      "THIS AGREEMENT" means this Management Agreement as from time
                  to time supplemented or amended by one or more agreements
                  entered into pursuant to the applicable provisions hereof;

         (b)      the words "HEREIN", "HEREOF" and "HEREUNDER" and other words
                  of similar import refer to this Agreement as a whole and not
                  to any particular paragraph, subparagraph or other
                  subdivision;

         (c)      the headings are for convenience only and do not form a part
                  of this Agreement nor are they intended to interpret, define
                  or limit the scope, extent or intent of this Agreement or any
                  portion hereof;

         (d)      a reference to a statute includes all regulations made
                  pursuant thereto, all amendments to such statute or
                  regulations enforced from time to time and any statute or
                  regulation which supplements or supersede such statute or
                  regulation;

         (e)      the recitals and all schedules attached hereto are
                  specifically made a part of this Agreement.

2.       This Agreement shall be governed by and construed in accordance with
         the laws of the State of California.

3.       Unless otherwise indicated, all dollar amounts referred to in this
         Agreement are in currency of the United States of America.

4.       The terms, conditions, covenants, agreements, obligations and provisos
         contained in this Agreement shall be binding upon and shall inure to
         the benefit of the parties hereto and upon their respective heirs,
         executors, administrators, personal representatives, successors and, if
         permitted, assigns, as the case may be.

5.       Time shall be of the essence hereof.

6.       This Agreement may be executed in several parts in the same form and
         the several parts executed shall together constitute one agreement.

7.       There are no representations, warranties, conditions, terms or
         collateral contracts affecting the engagement of the Manager
         contemplated in this Agreement except as set out in this Agreement.

8.       If any provision or part of any provision of this Agreement is void for
         any reason, it shall be severed from the Agreement without affecting
         the validity of the balance of the Agreement.

9.       The Manager acknowledges ample opportunity and advice to take
         independent legal advice in connection with the execution of this
         Agreement.

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ENGAGEMENT AND TERMS OF RETENTION OF MANAGER
--------------------------------------------

10.      The Company hereby agrees to retain the Manager to provide management
         services to the Subsidiary during the Term of this Agreement (as
         hereinafter defined) upon and subject to the terms and conditions
         hereinafter set out and the Manager hereby accepts such retention upon
         such terms and conditions.

11.      The "TERM OF THIS AGREEMENT" as used herein shall mean that period
         beginning on the closing date of the Company's acquisition of the
         assets from Crump Barter System, Inc. pursuant to the Asset Purchase
         Agreement dated August 4th, 2003 and continuing for a period of twelve
         months from such closing date or until this Agreement is terminated in
         accordance with Sections 22 and 23 hereof.

12.      The Manager shall have the following duties and obligations during the
         term hereof, namely:

         (a)      to oversee the integration of the Crump Barter System, Inc. to
                  the Company and the Subsidiary;

         (b)      to assist the Subsidiary in increasing volume of trades and
                  expansion of the member base.;

         (c)      to oversee the Subsidiary's business strategy and direction
                  including preparation of business plans to define goals and
                  time lines to achieve such;

         (d)      to establish technology, marketing and sales goals;

         (f)      to assist in staffing and personnel hiring and deployment; and

         (h)      to oversee the formulation of policies, procedures and
                  programs and their implementation including but not limited to
                  weekly activity reports.

13.      Subject to any specific provisions of this Agreement, the Manager, in
         carrying out his duties and obligations hereunder, shall at all times
         be subject to the direction and control of the Board of Directors of
         the Company and the Subsidiary and shall perform his duties hereunder
         in accordance with the instructions and directions as from time to time
         communicated to him by the Board of Directors, and shall make all
         reports to the Board of Directors except where otherwise specifically
         provided herein.

14.      The Manager shall at all times during the Term of this Agreement,
         except during periods of vacation or when he is disabled by illness or
         incapacity, faithfully and diligently perform the Manager's duties and
         promote and advance the interests of the Company and the Subsidiary on
         a full-time basis.

15.      Nothing in this Agreement is to be construed as creating a partnership
         or a principal and agent relationship between the Company and/or the
         Subsidiary and the Manager.

16.      The Manager shall perform the services referred to herein in a
         confidential, efficient, prompt, economical, skilful and careful
         manner, in accordance with the best modern methods, standards and
         practices currently prevailing in the businesses similar to that of the
         Company and the Subsidiary. The Manager shall obey all applicable laws,
         regulations, rules and standards imposed by the governmental
         authorities.

                                       3
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17.      All documents, data and reports and other information generated by the
         Manager in performing the services herein shall at all times be and
         remain the property of the Company and/or the Subsidiary and all such
         material is confidential and proprietary to the Company and/or the
         Subsidiary.

18.      The Manager acknowledges that during the course of providing services
         to the Subsidiary, the Manager will have access to proprietary
         information of the Company and/or the Subsidiary including, but not
         limited to, information relating to financial costs and sales data;
         supply sources and contracts; business opportunities for new and
         developing business; products, procedures, systems and techniques
         relating to the operation of the Company's and/or Subsidiary's
         business. The Manager acknowledges that all such proprietary
         information is a valuable, special and unique asset of the Company
         and/or the Subsidiary. The Manager shall not disclose such proprietary
         information to others, other than in the course of the Manager's
         responsibilities to the Subsidiary, and shall not use such proprietary
         information for his own personal gain. Furthermore, the Manager
         specifically agrees that this provision continues during and after the
         termination or expiration of this Agreement. In the event of a breach
         or threatened breach by the Manager of the provisions of this
         paragraph, the Company and/or the Subsidiary shall be entitled to an
         injunction restraining the Manager from disclosing, in whole or in
         part, such proprietary information or from rendering any services to
         any person, firm, corporation, association or other entity to whom such
         proprietary information, in whole or in part, has been disclosed or is
         threatened to be disclosed. Nothing herein shall be construed the
         prohibiting of the Company and/or the Subsidiary from pursuing any
         other remedies available to it for such breach or threatened breach,
         including the recovery of damages from the Manager. Notwithstanding the
         foregoing, the Manager shall have no obligation with respect to matters
         which become publicly known other than as a result of the Manager's
         breach of his obligations hereunder. The Manager may disclose such
         matters to the extent required by applicable laws, governmental
         regulations or judicial process.

19.      The Manager warrants to the Company and/or the Subsidiary that the
         performance of the services by the Manager under this Agreement does
         not constitute a conflict with any party to whom the Manager has
         provided services prior to the effective date of this Agreement. During
         the term of this Agreement and after the termination of this Agreement,
         the Manager shall not enter into any business relationship, which gives
         rise to a conflict of interest between the Company and/or the
         Subsidiary and any other party.

REMUNERATION
------------

20.      During the term of this Agreement, the Subsidiary shall pay the Manager
         an annual salary of One Hundred and Twenty Thousand ($120,000) Dollars.
         The management fee shall be payable at the rate of Ten Thousand
         ($10,000) Dollars per month, payable in cash or cash equivalent as
         agreed to both by the Company and the Manager. The Subsidiary shall as
         well reimburse the Manager for all pre-approved and reasonably incurred
         out-of-pocket expenses relating to his duties hereunder verified by
         receipts.

TERMINATION
-----------

22.      The Manager may withdraw herefrom upon thirty (30) days written notice
         to the Board of Directors of the Company and/or the Subsidiary
         (collectively the "BOARD OF DIRECTORS").

                                       4
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23.      If the Board of Directors, acting reasonably, determines that the
         Manager has failed to perform his duties in accordance with paragraph
         12 hereof, the Board of Directors shall deliver notice to the Manager
         setting out the deficiencies and corrective measures required. The
         Manager shall then have fourteen (14) days from receipt of this notice
         to remedy the deficiencies, failing which the Board of Directors may
         deliver to the Manager written notice terminating this Agreement. The
         effective date of the termination of this Agreement shall be ten (10)
         days after the Manager receives this last mentioned notice.

24.      Upon termination of this Agreement, the Manager shall forthwith deliver
         to the Subsidiary all files, reports and other documents belonging to
         the Company and/or the Subsidiary or produced by the Manager in the
         course of his duties and advising the Subsidiary on the matters set out
         above and the Subsidiary agrees to pay to the Manager the fees earned
         and the reimbursable expenses incurred up to the date of termination.

25.      The Company and/or the Subsidiary reserves the right to terminate this
         Agreement with notice for cause, including but not limited to the
         death or incapacitating illness of the Manager or the Manager's gross
         incompetence or dishonesty.


NOTICES
-------

26.      All notices, requests, reports, demands, authorizations or directions
         from one Party to this Agreement to another shall be in writing and
         delivered as follows:

                           If to the Company and/or the Subsidiary:

                           BENTLEY COMMUNICATIONS CORP.
                           11301 Olympic Boulevard, Suite 680
                           Los Angeles, CA  90064

                           Attention:  Gordon F. Lee

                           FAX:     (310) 445-2529

                           If to the Manager:

                           JOE CRUMP
                           #1 Chestnut Street, Suite 3A
                           Nashua, NH   03060

                           FAX:     (603) 577-5550

or to such other address as may be specified by either Party to the other in a
notice given in the manner herein provided.

27.      Any notices under this Agreement shall be sufficiently given by:

         (a) personal, couriered, or overnight delivery;

         (b)      facsimile transmission;

                                       5
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         (c)      registered letter, postage prepaid and mailed in a government
                  post office, addressed to the party, and the date of receipt
                  of any notice shall be deemed conclusively to be five (5) days
                  after the mailing, except in the event of a threatened or
                  actual postal disruption.

ENTIRE AGREEMENT
----------------

28.      This Agreement constitutes the entire Agreement between the Company and
         the Manager and there are no representations or warranties, expressed
         or implied, statutory or otherwise and no agreements collateral hereto
         other than expressly set forth or referred to herein.

ASSIGNMENT
----------

29.      This Agreement is a personal service agreement and may not be assigned
         by either Party without the prior written consent of the Board of
         Directors.

30.      The Manager shall not sub-contract all or any portion of the management
         services itemized in paragraph 12 hereof without the prior written
         consent of the Board of Directors.

ARBITRATION
-----------

31.      Arbitration. Any controversy or claim arising out of or relating to
         this agreement, or the breach thereof, shall be settled by arbitration
         administered by the American Arbitration Association in accordance with
         its Commercial, or other Arbitration Rules, including the RULES FOR
         EMERGENCY MEASURES OF PROTECTION and judgment on the award rendered by
         the arbitrator(s) may be entered in any court having jurisdiction
         thereof. The Parties to this Agreement expressly agree that any
         arbitration arising from or out of this Agreement shall be conducted in
         the State of New Hampshire. Further, the Parties expressly waive their
         right, if any, to a trial by jury of such claims or controversies and
         agree that the award of the arbitrator shall be final and binding upon
         them as though rendered by a court of law.

32.      Construction & Applicable Law. This Agreement will be governed,
         construed and enforced in accordance with and by the laws of the State
         of New Hampshire applicable to agreements made and to be performed in
         such jurisdiction, without reference to conflicts of law principles.
         The Parties irrevocably consent that any legal claim or proceeding
         against them under, arising out of or in any manner relating to this
         Agreement, or any other agreement, document or instrument arising out
         of or executed in connection with this Agreement, shall be submitted to
         arbitration by the American Arbitration Association, pursuant to 32,
         hereinabove, in the State of New Hampshire and the Parties each
         irrevocably consent to venue in New Hampshire and to the personal
         jurisdiction thereof. The Parties hereby expressly and irrevocably
         waive any claim or defense in any action or proceeding based on any
         alleged lack of personal jurisdiction, improper venue or forum non
         conveniens or any similar basis.


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


                                                  BENTLEY COMMUNICATIONS CORP.


                                                  /s/ Gordon F. Lee
                                                  ------------------------------
                                                  GORDON F. LEE,
                                                  PRESIDENT



/s/ Joe Crump
------------------------------------
JOE CRUMP


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