Management And Administrative Services Agreement

MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT


THIS AGREEMENT is made and entered into as of the 8th day of September, 1997, by and between Datatrend, Inc., a Massachusetts corporation ("Datatrend"), and Genco Management Company, a Pennsylvania corporation ("GMC").


WHEREAS, Datatrend has requested GMC to provide certain management, administrative and support services to Datatrend in connection with its operations; and


WHEREAS, GMC has agreed to provide Datatrend with such management, administrative and support services upon the terms and conditions set forth herein;


NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein, and intending to be legally bound hereby, the parties agree as follows:


1. Services to be Performed.


(a) GMC agrees to provide to Datatrend during the term of this Agreement management of the day-to-day business operations of Datatrend, including but not limited to those management, administrative and support services set forth on Exhibit A of this Agreement (collectively, the "Services"). In no event, however, shall GMC have any responsibility or liability with respect to environmental or occupational health and safety matters under any federal, state or local laws, rules or regulations, arising prior to the commencement of the Services. Datatrend agrees that, in the performance of the Services, GMC shall have no fiduciary responsibilities to Datatrend but shall have the right to take , and shall take, such actions as GMC, in a commercially reasonable manner, deems to be appropriate with respect to the management of Datatrend's operations, including but not limited to the liquidation of Datatrend's inventory or other assets, the collection of accounts receivable (including any discounting of the same), the compromise or settlement of accounts payable, and the hiring or termination of employees of Datatrend (subject, in the case of termination of employees, to the prior approval of Mark A. Hanson).


(b) The parties understand and agree that, subject to the authority of the Board of Directors of Datatrend. Datatrend through Mark Hanson and its other officers shall cooperate with GMC in the performance of GMCAEs duties hereunder during the term of this Agreement. Datatrend acknowledges and agrees that any acts or actions of Mr. Hanson during the term of this Agreement pursuant to the preceding sentence shall not be deemed to breach or conflict with the obligations of Mr. Hanson under the employment agreement, dated January 30, 1995, by and between Mr. Hanson and Datatrend (the "Employment Agreement"), including specifically Section 5 of the Employment Agreement.


2. Term of Agreement; Termination. (a) The term of this Agreement shall commence on September 8, 1997 and shall continue until terminated as follows:


(i) by GMC by giving to Datatrend at least twenty (20) days' prior written notice of its intent to terminate (A) within 90 days after GMC has paid the sum of at least $500,000 to Datatrend pursuant to Section 4 hereof or within 30 days after GMC has paid at least $50,000 of additional funds pursuant to such Section, or (B) in the event that the Board of Directors of Datatrend overrules or countermands any decision made by GMC or policy implemented by GMC in the performance of the Services hereunder, or (c) in the event that GMC becomes aware of any potential liability under any federal, state or local law, regulation, order, decree or ordinance regulating environmental or occupational health and safety matters, which liability is believed by GMC to have a potential material adverse effect on the Business; or


(ii) by either party immediately upon the termination of the Purchase Agreement, dated as of September 8, 1997, by and between GMC and Datatrend and Datatrend Services, Inc. (the "Purchase Agreement").


(b) In addition, GMC shall have the right to terminate this
Agreement immediately if (i) Datatrend or Datatrend Services, Inc.
("DSI") shall commence any cause, proceeding or other action (A) under
any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to
them, or seeking to adjudicate them a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to their debts,
or (B) seeking appointment of a receiver, trustee, custodian or other
similar official for Datatrend or DSI or for all or any substantial
part of the assets of Datatrend or DSI; or (ii) Datatrend or DSI shall
make a general assignment for the benefit of creditors; or (iii) there
shall be commenced against Datatrend or DSI any case, proceeding or
other action of a nature referred to in clause (i) above which (A)
results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a
period of sixty (60) days; or (iv) there shall be commenced against
Datatrend or DSI any case, proceeding or other action seeking issuance
of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets, which results in the
entry of an order for any such relief which shall not have been
vacated, discharged, or stayed or bonded pending appeal within thirty
(30) days from the entry thereof; or (v) Datatrend or DSI shall take
any action in furtherance of, or indicating its consent to, approval
of, or acquiescence in, any of the acts set forth in clauses (i), (ii),
(iii) or (iv) above.


3. Management Fee and Expenses. As consideration for providing the Services, Datatrend shall pay to GMC for each month, without setoff, counterclaim or deduction, the sum of $2,500.00 (such amount is hereinafter referred to as the "Management Fee"), which fee shall be prorated in the case of a partial month. In addition, Datatrend shall pay to GMC an amount equal to the actual out of pocket costs of Direct Services (as hereinafter defined) provided to Datatrend by or through GMC (the "Direct Services Fee"). For purposes of this Agreement, the ...