Agreement To Provide Interim Management Services

Mr. John J. Shields Vice Chairman Centennial Technologies, Inc. 37 Manning Road Billerica, MA 01821


Re: Agreement to provide interim management and consulting services


Dear Jack: This letter outlines the understanding between Jay Alix & Associates, a Michigan corporation ("JA&A") and Centennial Technologies, Inc. (the "Company") of the objectives, tasks, work product and fees for the engagement of JA&A to provide interim management services to the Company.


OBJECTIVES - ----------


- - To serve as interim CEO of the Company and assist the Board in
determining the Company's financial condition


- - To serve as interim CFO


TASKS - -----


- - To assist the Company in developing operating plans, cash flow forecasts
and control procedures with which to manage the Company.


- - Manage the Company operations.


- - Interview management employees and review available reports.


- - Develop information for the secured lender and negotiate toward revised
loan agreements.


- - Assist in such other matters as may be mutually agreed upon.


WORK PRODUCT - ------------


Our work product will be in the form of:


- - Information to be discussed with you and others, as you may direct.


- - Written reports and analysis worksheets to support our suggestions as we
deem necessary or as you may request.


2


Mr. John J. Shields February 17, 1997 Page 2


STAFFING - --------


Lawrence J. Ramaekers will be the principal responsible for the overall engagement. He will be assisted by a staff of consultants at various levels, all of whom have a wide range of skills and abilities related to this type of assignment. In addition, we have relationships with and periodically retain independent contractors with specialized skills and abilities to assist us.


TIMING, FEES AND EXPENSES - -------------------------


We will commence this engagement immediately upon receipt of a signed engagement letter and retainer.


Hourly Fees - -----------


This engagement will be staffed with professionals at various levels as the tasks require. For purposes of semi-monthly billings, our fees will be based on the hours charged at our hourly rates which are:


Principals $430 - $475
Senior Associates $300 - $325
Associates $235 - $260
Accountants and Consultants $ 90 - $160


Expenses - --------


We will require a retainer of $100,000 to be applied against the time charges, excluding expenses, specific to the engagement. We will submit semi-monthly invoices for services rendered and expenses incurred as described above, and we will offset such invoices against the retainer. Payment will be due upon receipt of the invoices to replenish the retainer to the agreed upon amount. Any unearned portion of the retainer will be returned to you at the termination of the engagement.


In addition to the fees set forth above, the Company shall pay directly or reimburse JA&A upon receipt of periodic billings, for all reasonable out-of-pocket expenses incurred in connection with this assignment such as travel, lodging, postage, telephone and facsimile charges.


3 Mr. John J. Shields February 17, 1997 Page 3


Additional Consideration - ------------------------


JA&A is granted options to purchase 200,000 shares of Company stock at a strike price set at the lowest average price for any 30-day period during the six-month period immediately following the resu ...