REVOLVING CREDIT LOAN AGREEMENT

EXHIBIT 10.1

REVOLVING CREDIT LOAN AGREEMENT

(UNSECURED)

          THIS REVOLVING CREDIT LOAN AGREEMENT made and delivered this 14th day of January 2005, by and between MANATRON, INC. and COMERICA BANK.

WITNESSETH

          WHEREAS, the Borrower desires to borrow up to Six Million Dollars ($6,000,000) from the Bank from time to time to renew the existing debt of the Borrower to the Bank and for the working capital needs of the Borrower; and

          WHEREAS, the Bank is willing to supply such financing subject to the terms and conditions set forth in this Agreement;

          NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the Borrower, the Subsidiaries and the Bank agree as follows:

SECTION 1. DEFINITIONS

          1.1          Defined Terms . As used in this Agreement, the following terms shall have the following respective meanings:

          "Accounts Receivable" shall mean and include all Accounts, Chattel Paper and General Intangibles (including, but not limited to Tax Refunds, trade names, trade styles and goodwill, trade marks, copyrights and patents, and applications therefor, trade and proprietary secrets, formulae, designs, blueprints and plans, customer lists, literary rights, licenses and permits, receivables, insurance proceeds, beneficial interests in trusts and minute books and other books and records) now owned or hereafter acquired by the Borrower or any of the Subsidiaries.

          "Affiliate" shall mean, when used with respect to any person, any other person which, directly or indirectly, controls or is controlled by or is under common control with such person. For purposes of this definition, "control" (including the correlative meanings of the terms "controlled by" and "under common control with"), with respect to any person, shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or by contract or otherwise.

          "Agreement" shall mean this Revolving Credit Loan Agreement.

          "Bank" shall mean Comerica Bank, a Michigan banking corporation.

          "Bankruptcy Code" shall mean Title 11 of the United States Code, as amended, or any successor act or code.

          "Borrower" shall mean Manatron, Inc., a Michigan corporation.

          "Business Day" shall mean a day on which the Bank is open to carry on its normal commercial lending business.

          "Commitment Amount" shall mean $6,000,000.

          "Consolidated" or "consolidated" shall mean, when used with reference to any financial term in this Agreement, the aggregate for two or more persons of the amounts signified by such term for all such persons determined on a consolidated basis in accordance with GAAP. Unless otherwise specified herein, references to "consolidated" financial statements or data of the Borrower include consolidation with the Subsidiaries in accordance with GAAP.

          "Contract Rate" shall mean, as of any applicable date of determination, the interest rate determined in accordance with Section 2.4 of this Agreement.

          "Current Assets" shall mean for any applicable Persons and as of any applicable date of determination, all cash, investments, non-affiliated customer receivables, inventories, unbilled retainages, notes receivable, revenues earned in excess of billings, deferred tax assets and other assets classified as current in accordance with GAAP.

          "Current Liabilities" shall mean for any applicable Persons and as of any applicable date of determination, (i) all liabilities that should be classified as current in accordance with GAAP, including without limitation any portion of the outstanding principal of the Note classified as current, plus (ii) to the extent not otherwise included, all liabilities of such Persons to any of its Affiliates whether or not classified as current in accordance with GAAP and all outstanding principal of the Note which is not classified as current.

          "Debt" shall mean, for any applicable Person(s) and as of any applicable time of determination thereof, the total liabilities of such Person(s) at such time, as determined in accordance with GAAP.

          "Debt-to-Tangible Net Worth Ratio" shall mean, for any applicable Person(s) and as of any applicable time of determination thereof, the ratio of (i) the total Debt of such Person(s) at such time to (ii) the Tangible Net Worth of such Person(s) at such time.

          "Default" shall mean a condition or event which, with the giving of notice or the passage of time, or both, would become an Event of Default.

          "Disbursement Date" shall mean each date upon which the Bank makes the loan to the Borrower under Section 2.1 of this Agreement.

          "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor act or code.

          "Event of Default" shall mean any of those conditions or events listed in Section 8.1 of this Agreement.

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          "Financial Statements" shall mean all those balance sheets, earnings statements and other financial data (whether of the Borrower, any of the Subsidiaries, or otherwise) which have been and are hereafter furnished to the Bank for the purposes of, or in connection with, this Agreement and the transactions contemplated hereby, including without limit the following: Balance Sheet and Earnings Statement dated April 30, 2004.

          "GAAP" shall mean, as of any applicable date of determination, generally accepted accounting principles consistently applied.

          "Indebtedness" shall mean all loans, advances, indebtedness, obligations and liabilities of the Borrower and each of the Subsidiaries to the Bank under this Agreement, together with all other indebtedness, obligations and liabilities whatsoever of the Borrower and each of the Subsidiaries to the Bank, whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter arising.

          "Legal Rate" shall mean the maximum interest rate permitted to be paid by the Borrower or received by the Bank with respect to the Indebtedness represented by the Note under applicable law.

          "Note" or "Revolving Credit Note" shall mean the $6,000,000 promissory note of even date from the Borrower conforming to Section 2.3 of this Agreement.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation or any person succeeding to the present powers and functions of the Pension Benefit Guaranty Corporation.

          "Permitted Liens" shall mean:

          (i)          liens, mortgages, security interests and encumbrances to or in favor of Bank;

          (ii)          liens for taxes, assessments or other governmental charges incurred in the ordinary course of business and for which no interest, late charge or penalty is attaching or which is being contested in good faith by appropriate proceedings diligently pursued and, if requested by Bank, bonded in an amount and manner satisfactory to Bank;

          (iii)          liens, not delinquent, created by statute in connection with workers' compensation, unemployment insurance, social security, and similar statutory obligations;

          (iv)          liens in favor of mechanics, materialmen, carriers, warehousemen or other like statutory or common law liens securing obligations incurred in good faith in the ordinary course of business that are not yet due and payable;

          (v)          minor encumbrances or imperfections of title consisting of existing or future zoning restrictions, existing recorded rights-of-way, existing recorded easements, existing recorded private restriction or existing or future public restrictions on the use of real property, none of which (individually or in the aggregate) materially impairs, or

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would materially impair, the present or future use of such property in the operation of the business for which it is used, or would be violated in any material respect by any existing or proposed structure or land use or would have a material adverse effect on the sale or lease of such property, or render title thereto unmarketable; and

          (vi)          purchase money security interests and liens arising out of "capitalized leases" securing obligations (including, without limit, all loan and lease installment payments) not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00), in aggregate, at any time, so long as such security interests and liens arise substantially contemporaneously with the incurrence of the purchase money indebtedness or capitalized lease obligation to which it relates, secures only the respective purchase money indebtedness or capitalized lease obligation to which it relates, and no other Debt, and covers and extends only to the respective property and assets to which it relates, and no other property or assets.

          "Person" or "person" shall mean any individual, corporation, partnership, joint venture, association, trust, unincorporated association, joint stock company, government, municipality, political subdivision or agency, or other entity.

          "Prime Rate" shall mean that annual rate of interest designated by the Bank as its prime rate, which rate may not be the lowest rate of interest charged by the Bank to any of its customers, and which rate is changed by the Bank from time to time.

          "Revolving Loan" shall mean an advance made by the Bank to the Borrower under Section 2.1 of this Agreement on a Disbursement Date.

          "Subsidiary" shall mean any corporation, association, limited liability company, partnership or other business entity of which more than fifty percent (50%) of the outstanding voting stock or other equity interests is owned or controlled either directly or indirectly by the Borrower or one or more of its other Subsidiaries, or any combination thereof, or the management of which is controlled, either directly or indirectly by the Borrower or one or more of its other Subsidiaries, or any combination thereof.

          "Tangible Net Worth" shall mean, as of any applicable date of determination: (i) the net book value of all assets of a person (excluding patents, patent rights, trademarks, trade names, franchises, copyrights, licenses, goodwill, all other intangible assets, amounts due from employees and shareholders and prepaid expenses), after all appropriate deductions in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization), less (ii) all Debt of such person.

          "Tax Refunds" shall mean refunds or claims for refunds of any taxes at any time paid by Borrower to the United States of America or any state, city, county or other governmental entity.

          "Termination Date" shall mean August 1, 2007.

          "UCC" shall mean Public Act 174 of 1962 of the State of Michigan, as amended.

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          1.2          Accounting Terms . All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP.

          1.3          Singular and Plural . Where the context herein requires, the singular number shall be deemed to include the plural, the masculine gender shall include the feminine and neuter genders, and vice versa.

SECTION 2. COMMITMENT, INTEREST AND FEES

          2.1          Revolving Credit Commitment . Subject to the terms and conditions of this Agreement, the Bank agrees to make loans to the Borrower on a revolving basis in such amount as the Borrower shall request pursuant to Section 2.2 of this Agreement at any time from the date of this Agreement until the Termination Date, up to an aggregate principal amount outstanding at any time not to exceed the Commitment Amount, provided that each Disbursement Date under this Agreement must be a Business Day and provided that the principal amount of each Revolving Loan must be in the minimum amount of $5,000.

          2.2          Borrowing Procedures .

          2.2.1 Notice . The Borrower shall by telephone (1-800-444-4555, until the Bank notifies the Borrower of a different number) give the Bank notice of the Borrower's desire for a Revolving Loan no later than 1:00 p.m. Detroit, Michigan time in order to have the date of notice be the Disbursement Date, otherwise the following Business Day shall be the Disbursement Date. Such notice shall specify the principal amount of the proposed advance for such Revolving Loan. Prior to such telephone notice, Borrower shall have executed and delivered to the Bank a telephone notice authorization form satisfactory to the Bank.

          2.2.2 Bank Obligations . The Bank agrees to make the Revolving Loan on the Disbursement Date established by notice to the Bank from the Borrower conforming to the requirements of Section 2.2.1 by crediting any deposit account of the Borrower with the Bank (as specified by the Borrower from time to time) in the amount of such Revolving Loan, provided , however , that the Bank shall not be obligated if:

          (a)          Any of the conditions precedent set forth in Section 4 of this Agreement shall not have been satisfied or waived by the Bank in accordance with Section 9.3 of this Agreement, or

          (b)          Such proposed Revolving Loan would cause the aggregate unpaid principal amount of the Revolving Loans outstanding under this Agreement to exceed the Commitment Amount on the Disbursement Date.

          2.3          Revolving Credit Note . The Revolving Loans shall be evidenced by the Revolving Credit Note, executed by the Borrower, dated the date of this Agreement, payable to the Bank on the Termination Date (unless sooner accelerated pursuant to the terms of this Agreement), and in the principal amount of the original Commitment Amount. The date and amount of each Revolving Loan made by the Bank and of each repayment of principal thereon

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received by the Bank shall be recorded by the Bank in its records. The aggregate unpaid principal amount so recorded by the Bank shall constitute the best evidence of the principal amount owing and unpaid on the Revolving Credit Note, absent fraud or obvious error, provided , however , that the failure by the Bank so to record any such amount or any error in so recording any such amount shall not limit or otherwise affect the obligations of the Borrower under this Agreement or the Note to repay the principal amount of all the Revolving Loans together with all interest accrued or accruing thereon.

          2.4          Interest . The Revolving Credit Note shall bear interest on the principal balance from time to time outstanding under the Revolving Credit Note at a rate equal to the Prime Rate of the Bank minus .50% until maturity, whether by acceleration or otherwise, and thereafter at a rate equal to three percent (3%) per annum plus the rate otherwise prevailing hereunder, but in no event to exceed the Legal Rate. Interest shall be payable to the extent then accrued on the first day of each consecutive calendar month, beginning February 1, 2005, until maturity (whether by acceleration or otherwise) and from and after such maturity, on demand. The rate of interest applicable to the Note shall change as and when the Bank's Prime Rate changes.

          2.5          Maximum Rate . At no time shall the Contract Rate payable on the Revolving Credit Note be deemed to exceed the Legal Rate. In the event any interest is charged or received by the Bank in excess of the Legal Rate, the Borrower acknowledges that any such excess interest shall be the result of an accidental and bona fide error, and such excess shall first be applied to reduce the principal then unpaid hereunder (in inverse order of their maturities if principal amounts are due in installments); second, applied to reduce any obligation for other indebtedness of the Borrower to the Bank; and third, any remaining excess returned to the Borrower.

          2.6          Fees .

          2.6.1 Commitment Fee . On August 1, 2005 and on August 1, 2006, the Borrower shall pay to the Bank a commitment fee of $5,000.

          2.6.2 Preparation Fees . Upon demand of the Bank from time to time, the Borrower shall pay to the Bank the amount of the expenses (including without limit attorneys' fees, whether of inside or outside counsel, and disbursements) incurred by the Bank from time to time in connection with the preparation of this Agreement and related instruments and/or the making (or preparation for the making) of advances hereunder.

          2.7          Basis of Computation . The amount of all interest and fees hereunder shall be computed for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days.

          2.8          Prepayments .

          2.8.1 Mandatory Payments . The Borrower shall pay to the Bank the amount, if any, by which the aggregate unpaid principal amount of all Revolving Loans from time to time exceeds the Commitment Amount, together with all interest accrued and unpaid on the amount of such excess. Such payment shall be immediately due and owing without

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notice or demand upon the occurrence of any such excess, provided , however , that any mandatory payment made under this Section 2.8.1 shall not reduce the Commitment Amount.

          2.8.2 Optional Prepayments . The Borrower, at any time and from time to time, may prepay the unpaid principal amount of the Revolving Loans in whole or in part without premium.

          2.9          Basis of Payments . All sums payable by the Borrower to the Bank under this Agreement or the other documents contemplated hereby shall be paid directly to the Bank at its office set forth in Section 9.10 hereof in immediately available United States funds, without set off, deduction or counterclaim. In its sole discretion, the Bank may charge any and all deposit or other accounts (including without limit an account evidenced by a certificate of deposit) of the Borrower with the Bank for all or a part of any Indebtedness then due; provided, however, that this authorization shall not affect the Borrower's obligation to pay, when due, any Indebtedness whether or not account balances are sufficient to pay amounts due.

          2.10          Receipt of Payments . Any payment of the Indebtedness made by mail will be deemed tendered and received only upon actual receipt by the Bank at the address designated for such payment, whether or not the Bank has authorized payment by mail or any other manner, and shall not be deemed to have been made in a timely manner unless received on the date due for such payment, time being of the essence. The Borrower expressly assumes all risks of loss or liability resulting from non-delivery or delay of delivery of any item of payment transmitted by mail or in any other manner. Acceptance by the Bank of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be an Event of Default, and at any time thereafter and until the entire amount then due has been paid, the Bank shall be entitled to exercise any and all rights conferred upon it herein upon the occurrence of an Event of Default. Upon occurrence of an Event of Default, the Borrower waives the right to direct the application of any and all payments at any time or times thereafter received by the Bank from or on behalf of the Borrower. The Borrower agrees that the Bank shall have the continuing exclusive right to apply and to reapply any and all payments received at any time or times hereafter against the Indebtedness in such manner as the Bank may deem advisable, notwithstanding any entry by the Bank upon any of its books and records. The Borrower expressly agrees that to the extent that the Bank receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or benefit, the Indebtedness or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by the Bank, to the extent that the Bank did not directly receive a corresponding cash payment, shall be added to and be additional Indebtedness payable upon demand by the Bank.

SECTION 3. REFERENCES TO SUBSIDIARIES

          On the date of this Agreement, the Borrower has no Subsidiaries. All references in this Agreement to Subsidiaries is for convenience only in the event that the Borrower acquires any

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Subsidiaries after the date hereof in accordance with the terms and conditions of this Agreement. Any reference to "Subsidiaries" in this Agreement shall not be deemed a consent or waiver by the Bank of any term or condition of this Agreement which would be violated by the Borrower upon creation or acquisition of a Subsidiary.

SECTION 4. CONDITIONS PRECEDENT TO OBLIGATIONS OF BANK

          4.1          Conditions to First Disbursement . The obligations of the Bank under this Agreement are subject to the occurrence, prior to or simultaneously with the Disbursement Date first occurring, of each of the following conditions:

          4.1.1 Note . The Borrower shall have executed and delivered the Note to the Bank.

          4.1.2 Certified Resolutions . The Borrower shall have furnished to the Bank a copy of resolutions of its Board of Directors authorizing (as appropriate) the execution, delivery and performance of this Agreement, the borrowing hereunder, the Revolving Credit Note, and any other documents contemplated by this Agreement, which shall have been certified by its Secretary or Assistant Secretary as of the Disbursement Date first occurring as being complete, accurate and in effect.

          4.1.3 Certified Articles . The Borrower shall have furnished to the Bank a copy of its Articles of Incorporation including all amendments thereto and restatements thereof, and all other charter documents, all of which shall have been certified by the appropriate department of the state of its incorporation as of a date within thirty days of the Disbursement Date first occurring.

          4.1.4 Certified Bylaws . The Borrower shall have furnished to the Bank a copy of its Bylaws, including all amendments thereto and restatements thereof, which shall have been certified by its Secretary or Assistant Secretary as of the Disbursement Date first occurring as being complete, accurate and in effect.

          4.1.5 Certificate of Good Standing . The Borrower shall have furnished to the Bank a certificate of good standing with respect to it, which shall have been certified by the appropriate department of its state of incorporation as of a date within thirty days of the Disbursement Date first occurring.

          4.1.6 Certificate of Incumbency . The Borrower shall have furnished to the Bank a certificate of its Secretary or Assistant Secretary, certified as of the Disbursement Date first occurring, as of the incumbency and signatures of its officers signing this Agreement, the Revolving Credit Note, and any documents contemplated or delivered under this Agreement.

          4.1.7 Opinion of Borrower's Counsel . The Borrower shall have furnished to the Bank the favorable written opinion of legal counsel to the Borrower, dated as of the Disbursement Date first occurring, in form and content as may be requested by the Bank.

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          4.1.8 UCC Lien Search . The Bank shall have received UCC record and copy searches disclosing no notice of any liens or encumbrances filed against any of the Borrower's assets other than the Permitted Liens.

          4.1.9 Casualty Insurance . The Borrower shall have furnished to the Bank, in form, content and amounts and with companies satisfactory to the Bank, casualty insurance policies with loss payable clauses in favor of the Bank, relating to the assets and properties of the Borrower.

          4.1.10 Approval of Bank Counsel . All actions, proceedings, instruments and documents required to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters shall have been satisfactory to and approved by legal counsel for the Bank, and said counsel shall have been furnished with such certified copies of actions and proceedings and such other instruments and documents as they shall have reasonably requested.

          4.2          Conditions to All Disbursements . The obligations of the Bank to make any Revolving Loan on any Disbursement Date, including, but not limited to, the Disbursement Date first occurring, are subject to the occurrence, prior to or on the Disbursement Date related to such Revolving Loan, of each of the following conditions:

          4.2.1 Certificate . If requested by the Bank, the Bank shall have received a certificate, executed by the chief executive or chief financial officer of the Borrower, certified as of such Disbursement Date, and confirming that, as of such Disbursement Date:

          (a)          No Default or Event of Default has occurred and is continuing; and

          (b)          The warranties and representations set forth in Section 5 of this Agreement are true and correct on and as of such Disbursement Date.

          4.2.2 Bank Satisfaction . The Bank shall not know or have any reason to believe that, as of such Disbursement Date:

          (a)          Any Default or Event of Default has occurred and is continuing:

          (b)          Any warranty or representation set forth in Section 5 of this Agreement shall not be true and correct; or

          (c)          Any provision of law, any order of any court or other agency of government or any regulation, rule or interpretation thereof shall have had any material adverse effect on the validity or enforceability of this Agreement, the Revolving Credit Note or the other documents contemplated hereby.

          4.2.3 Approval of Bank Counsel . All actions, proceedings, instruments and documents required to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters shall have been satisfactory to and approved by legal counsel for the Bank, and said counsel shall have been furnished with

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such certified copies of actions and proceedings and such other instruments and documents as they shall have reasonably requested.

SECTION 5. WARRANTIES AND REPRESENTATIONS

          On a continuing basis from the date of this Agreement until the later of the Termination Date or when the Indebtedness is paid in full and the Borrower has performed all of its other obligations hereunder, the Borrower and each of the Subsidiaries represent and warrant to the Bank that:

          5.1          Corporate Existence and Power . (a) the Borrower and the Subsidiaries each is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, (b) the Borrower and the Subsidiaries each has the power and authority to own its properties and assets and to carry out its business as now being conducted and is qualified to do business and is in good standing in every jurisdiction wherein such qualification is necessary and where the failure to be so qualified would have a material adverse effect on the properties, businesses, prospects or condition (financial or otherwise) of the Borrower or of the Borrower and the Subsidiaries taken as a whole, and (c) the Borrower and the Subsidiaries each has the power and authority to execute, deliver and perform this Agreement, to borrow money in accordance with its terms, to execute, deliver and perform the Revolving Credit Note and other documents contemplated hereby and to do any and all other things required of each hereunder.

          5.2          Authorization and Approvals . The execution, delivery and performance of this Agreement, the borrowings hereunder and the execution, delivery and performance of the Revolving Credit Note and other documents contemplated hereby (a) have been duly authorized by all requisite corporate action of the Borrower and each of the Subsidiaries, (b) do not require registration with or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body, or, if such registration, consent or approval is required, the same has been obtained and disclosed in writing to the Bank, (c) will not violate any provision of law, any order of any court or other agency of government, the Articles of Incorporation or Bylaws of the Borrower or any of the Subsidiaries, any provision of any indenture, note, agreement or other instrument to which the Borrower or any of the Subsidiaries is a party, or by which any of them or any of their properties or assets are bound, (d) will not be in conflict with, result in a breach of or constitute (with or without notice or passage of time) a default under any such indenture, note, agreement or other instrument, and (e) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Borrower or any of the Subsidiaries other than in favor of the Bank and as contemplated hereby.

          5.3          Valid and Binding Agreement . This Agreement, the Revolving Credit Note and all other documents contemplated hereby have been appropriately executed and delivered, and are valid and binding obligations of the Borrower and the Subsidiaries in accordance with their terms (as to the documents executed by each of them).

          5.4          Actions, Suits or Proceedings . There are no actions, suits or proceedings, at law or in equity, and no proceedings before any arbitrator or by or before any governmental

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commission, board, bureau, or other administrative agency, pending, or, to the best knowledge of the Borrower, threatened against or affecting the Borrower or any of the Subsidiaries or any properties or rights of the Borrower, or any of the Subsidiaries, which, if adversely determined, could materially impair the right of the Borrower or any of the Subsidiaries to carry on business substantially as now conducted or could have a material adverse effect upon the financial condition of the Borrower and the Subsidiaries taken as a whole.

          5.5          No Liens, Pledges, Mortgages or Security Interests . Except for Permitted Liens, none of the Borrower's or any of the Subsidiaries' assets and properties are subject to any mortgage, pledge, lien, security interest or other encumbrance of any kind or character.

          5.6          Accounting Principles . All consolidated and consolidating balance sheets, earnings statements and other financial data furnished or to be furnished to the Bank for the purposes of, or in connection with, this Agreement and the transactions contemplated by this Agreement, have been prepared in accordance with GAAP, and do or will fairly present the financial condition of the Borrower and the Subsidiaries, as of the dates, and the