Management Agreement

MANAGEMENT AGREEMENT


THIS AGREEMENT is entered into as of the 1st of April, 1997, by and among NESCO, INC., a Delaware corporation, hereinafter referred to as "Nesco"; and Continental Global Group, Inc., hereinafter referred to as the "Company", being a Delaware corporation, in order to set forth the express terms of the relationship:


WHEREAS, Nesco has provided general management oversight services to the predecessor operations of the Company for the past ten years, and Nesco Executives provide similar services to other wholly-owned companies of NES Group, Inc. that are diversified in many businesses in the United States and Europe,


WHEREAS, the Company is in need of such services as provided by Nesco and can benefit therefrom, and


WHEREAS, in view of the fact that this Agreement will inure to the benefit of the Company, due to the additional advisory services that can be provided to the Company.


NOW, THEREFORE, be it hereby agreed by and among Nesco and the Company that in exchange for the mutual promises herein recited and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


1. Nesco, through its Executives will provide general management oversight services on a regular basis with the Company in regards to business activities involving financial results, legal issues and long-term planning regarding current operations and acquisitions. Business development planning will include Nesco assistance to identify and acquire acquisition candidates, including preliminary negotiations and contractual preparations for such activities. Nesco has and plans to assist the Company's efforts for banking relationships of the Company for cash operation needs as well as acquisitions and cash requirements, and will also monitor excess cash investments for ...