Sandata Technologies Inc Watch

from 10KSB ~5 pages Third Amend & Waiver to Loan Agmt

from 10QSB 1 page Hsbc October 13, 2000 Bert E. Brodsky, Chairman Sandsport Data Services, Inc. 26 Harbor Park Drive Port Washington, Ny 11050 Re: Your Waiver Request Dated 10/6/00 Dear Mr. Brodsky: We Have Reviewed Your Request for a Waiver and Amendment of the Covenant Pertaining to the Net Worth Requirement Contained Within the Second Amendment Dated as of February 14, 2000 to the Loan Agreement Dated as of April 18, 1997 (The "Agreement") Between Sandsport Data Services, Inc. and Hsbc Bank USA, Formerly Known as Marine Midland Bank (The "Bank"), for the Period Ended May 31, 2000. Please Be Advised That the Bank Agrees to Waive Non-Compliance With the Above Covenant to the Extent of Such Non-Compliance for the Period Ended May 31, 2000. Additionally, the Bank Has Agreed to Amend the Net Worth Covenant, Which Requires an Increase of $75,000.00 as of Each Fiscal Year End, to an Increase of $25,000.00 as of Each Fiscal Year End. This Waiver and Amendment Are Effective Only in This Instance and for the Purpose for Which They Are Given. All Other Terms and Conditions Contained in the Agreement Remain in Full Force and Effect. No Waiver of Any Single Breach or Default Under the Agreement Shall Be Deemed a Waiver of Any Other Breach or Default. Kindly Execute and Return to the Bank, as Soon as Possible, an Acknowledgment Copy of This Letter Which Will Become Effective Upon the Bank's Receipt of Such Acknowledgement Copy. Sincerely, Hsbc Bank USA /S/Gary Sarro Gary Sarro Vice President Sandsport Data Services, Inc. /S/Bert E. Brodsky 10/16/00 Bert E. Brodsky, Chairman Date

from 10QSB 1 page Amended Promissory Note $ 500,000.00 Date May 31, 2000 This Promissory Note Amends and Replaces That Certain Note Dated May 31, 2000 Made by the Undersigned to the Lender in the Principal Amount of $500,000. on September 1, 2001 We Promise to Pay to - the Order of National Medical Health Card Systems, Inc. Five Hundred Thousand and No Cents ($500,000.00) Dollars Payable at 26 Harbor Park Drive, Port Washington, Ny 11050 for Value Received With Interest at Nine and One-Half Percent (9-1/2%) Per Annum Payable Quarterly. the Lender Represents That This Loan May Be Prepaid at Any Time Without Penalty. Sandata, Inc. By: /S/Bert E. Brodsky Bert E. Brodsky, Chairman Witness: /S/Linda Scarpantonio /S/Laurie G. Hof