Exhibit 10.15

Prepared By and Return to:
Troy M. Lovell, Esq.
Foley & Lardner
P.O. Box 3391
Tampa, Florida  33601

                     FORBEARANCE AND MODIFICATION AGREEMENT

      THIS FORBEARANCE AND MODIFICATION AGREEMENT (the "Forbearance Agreement")
is made this 12th day of April, 2000, (the "Effective Date") by and between Bank
of America, N.A., d/b/a NationsBank, N.A., successor to NationsBank, N.A., f/k/a
NationsBank, N.A. (South), as successor in interest to NationsBank of Florida,
N.A. (the "Bank"); and Elcotel, Inc., a Delaware corporation ("Elcotel");
Elcotel Direct, Inc., a Delaware corporation; Technology Service Group, Inc.,
successor by merger with Elcotel Hospitality Services, Inc., a Delaware
corporation; and all subsidiaries of any of them (collectively, the "Borrower"),
jointly and severally.

                                    RECITALS

      WHEREAS, pursuant to a Restated Loan Agreement, the Borrower is indebted
to the Bank pursuant to a Consolidation Promissory Note (the "Consolidated
Note"), dated November 25, 1997, in the original principal amount of
$15,000,000.00, which Consolidated Note consolidated and renewed prior
indebtedness from the Borrower to the Bank;

      WHEREAS, the Consolidated Note was secured by certain personal property
more particularly described in that certain Restated Security Agreement of even
date therewith;

      WHEREAS, the Restated Loan Agreement was modified by that certain First
Amendment to Loan Agreement and Security Agreement dated March 29, 1999 (as
modified, the "Loan Agreement");

      WHEREAS, Borrower is indebted to the Bank pursuant to a First Replacement
Promissory Note ("Note 1") in the original principal amount of $10,000,000.00,
dated March 29, 1999, which renewed and replaced a portion of the Consolidated
Note;

      WHEREAS, Borrower is indebted to the Bank pursuant to a Promissory Note
("Note 2") in the original principal amount of $1,500,000.00, dated March 29,
1999;


                                      -1-
<PAGE>

      WHEREAS, Borrower is indebted to the Bank pursuant to a Second Replacement
Promissory Note ("Note 3") in the original principal amount of $4,000,000.00,
dated March 29, 1999, which renewed and replaced a portion of the Consolidated
Note;

      WHEREAS, Elcotel is indebted to the Bank pursuant to a Consolidated
Promissory Note ("Note 4") in the original principal amount of $1,920,000.00,
dated November 25, 1997;

      WHEREAS, Note 4 is secured by that certain Mortgage (as modified, the
"Mortgage") by Elcotel in favor of Carl G. Santangelo, as Trustee encumbering
certain real property located in Manatee County, Florida, as more particularly
described on Exhibit A (the "Mortgaged Property") recorded in Official Records
Book 1416, beginning at Page 5745, which was assigned to the Bank by an
assignment recorded in Official Records Book 1435, beginning at Page 4451, and
which was modified by instruments recorded in Official Records Book 1425,
beginning at Page 6814, Official Records Book 1435, beginning at Page 4456,
Official Records Book 1468, beginning at Page 2483, Official Records Book 1537,
beginning at Page 2935, all of the public records of Manatee County, Florida;

      WHEREAS, Borrower is indebted to the Bank pursuant to a Promissory Note
("Note 5") in the original principal amount of $2,000,000.00, dated June 29,
1999;

      WHEREAS, Note 5 is secured by a lien on certain personal property,
including all accounts and general intangibles, together with the following
specifically described property: all export accounts receivable, inventory, and
general intangibles, pursuant to that certain Commercial Security Agreement
dated June 25, 1999;

      WHEREAS, the Notes are in default by virtue of a breach of the covenants
contained in the Loan Agreement, more specifically, breach of the debt service
coverage ratio required by the Loan Agreement (the "Existing Default");

      WHEREAS, the outstanding principal balance on each of the Notes (Note 1,
Note 2, Note 3, Note 4, and Note 5 shall sometimes be collectively referred to
as the "Notes") as of April 1, 2000, is as follows:

                  Note 1 -       $6,095,400.00;
                  Note 2 -          280,656.92;
                  Note 3 -        3,322,296.94;
                  Note 4 -        1,761,610.69;
                  Note 5 -                0.00; and,


                                      -2-
<PAGE>

      WHEREAS, Borrower desires to modify the terms of the Notes and other Loan
Documents (the Notes, the Mortgage, the Consolidated Note, the Loan Agreement,
and all other documents executed in connection with the Notes and the loans
evidenced thereby are collectively referred to as the "Loan Documents") and to
have the Bank forbear enforcement of the Loan Documents and, notwithstanding the
existing default, the Bank is willing to forbear enforcement and modify the Loan
Documents, but only under the terms and conditions set forth herein.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

      1.    Recitals. The foregoing recitals are true and correct and
            incorporated herein by reference.

      2.    Maturity Date. The Maturity Date of this Forbearance Agreement, Note
            1, Note 2, Note 3, Note 4, and Note 5, is July 31, 2000,
            notwithstanding anything to the contrary contained in the Loan
            Documents.

      3.    Forbearance. Provided that no event of default occurs under this
            Forbearance Agreement, the Bank shall forbear from enforcing its
            rights and remedies under the Loan Documents up to and including the
            Maturity Date. In the event of a default under this Forbearance
            Agreement, the Bank shall charge and Borrower shall pay interest at
            a default rate from the date of such default, but not prior to that
            date. The Existing Default shall not be considered a default under
            this Forbearance Agreement for the purposes of this paragraph.

      4.    Unfunded Commitments. Note 2 and Note 5 provide for future advance
            funding up to and including the total principal amount stated
            therein. Notwithstanding such language, Note 2 and Note 5 are hereby
            modified to terminate any obligation for future funding by the Bank
            under Note 2 or Note 5.

      5.    Borrowing Base. Notwithstanding anything to the contrary contained
            in Subparagraph 2D of the Loan Agreement or elsewhere in the Loan
            Documents, the Borrowing Base for Note 1 shall be based on a
            Borrowing Base formula such that the principal balance of Note 1
            shall not exceed the lesser of (a) $10,000,000.00 or (b) the SUM of
            (i) 80% of Eligible Domestic Accounts Receivable (as defined in


                                      -3-
<PAGE>

            the Loan Agreement), plus 75% of Foreign Accounts Receivable (as
            defined in the Loan Agreement) which as of the date of any such
            determination of the Borrowing Base have not been owing for more
            than ninety (90) days from the invoice date relating thereto, PLUS
            (ii) 40% of Eligible Inventory (as defined in the Loan
            Agreement)(which inventory portion of Note 1 shall be capped at
            $4,000,000), LESS (iii) the balance of Note 3, and LESS (iv) the
            aggregate face amount of all outstanding Letters of Credit (as
            defined in the Loan Agreement). All other terms of Subparagraph 2D
            of the Loan Agreement remain unchanged.

      6.    Borrowing Base Certificates. Beginning on April 17, and continuing
            on each Monday until the Maturity Date, Borrower shall provide the
            Bank with a current certificate, in a form satisfactory to the Bank,
            in its sole discretion, which shall calculate the Borrowing Base in
            accordance with the formula set forth above.

      7.    Overadvance. Borrower shall be permitted an overadvance in the
            amount of $2,800,000 beyond the amount permitted by the Borrowing
            Base formula set forth above, from the Effective Date of this
            Forbearance Agreement through June 30, 2000. Beginning July 1, 2000,
            and continuing until the Maturity Date, Borrower shall be permitted
            an overadvance in the amount of $1,500,000 beyond the amount
            permitted by the Borrowing Base formula.

      8.    Cure of Overadvance.

            a.    In the event that a Borrowing Base Certificate submitted by
                  Borrower in accordance with paragraph 6, above, shows an
                  overadvance by Borrower in excess of the amount permitted by
                  paragraph 7, above, Borrower shall, on the date such Borrowing
                  Base Certificate is due, make payment to the Bank sufficient
                  to bring the amount of Borrower's overadvance into compliance
                  with the terms of paragraph 7.

            b.    If, after Borrower makes one or more cure payments pursuant to
                  subparagraph (a), above, any subsequent Borrowing Base
                  Certificate shows an excess borrowing capacity under the terms
                  of paragraph 7, Borrower shall be permitted a re-advance of
                  such excess borrowing capacity, but only to the extent the
                  Bank has received cure payments in accordance with
                  subparagraph (a).

      9.    Financial Conditions. The Loan Agreement shall be amended as follows
            (definitions used herein shall have the same meaning as in the Loan
            Agreement).


                                      -4-
<PAGE>

            a.    Borrower shall maintain a consolidated ratio of Current Assets
                  to Current Liabilities of not less than 1.0 to 1.0 for each
                  calendar quarter, and 1.0 to 1.0 for fiscal year end measured
                  from Borrower's consolidated audited financial statements.

            b.    Borrower shall maintain a consolidated ratio of Total
                  Liabilities (as determined in accordance with GAAP) to
                  Tangible Net Worth of not more than 1.5 to 1.0 for each
                  calendar quarter and year end.

      10.   Interest Rate.

            a.    Note 1 and Note 2 shall accrue, and Borrower shall pay,
                  interest at a fluctuating rate equal to the "Prime Rate" of
                  the Bank plus 2.5% per annum from the Effective Date up to and
                  including payment in full or the occurrence of an event of
                  default other then the Existing Default. The "Prime Rate" is
                  the fluctuating rate of interest established by Bank from time
                  to time, at its discretion, whether or not such rate shall be
                  otherwise published. The Prime Rate is established by Bank as
                  an index and may or may not at any time be the best or lowest
                  rate charged by Bank on any loan.

            b.    Note 3 and Note 4 shall accrue, and Borrower shall pay,
                  interest at a fixed rate equal to the "Prime Rate" of the Bank
                  as of the Effective Date plus 2.5% per annum from the
                  Effective Date up to and including payment in full or the
                  occurrence of an event of default other than the Existing
                  Default.

            c.    If an event of default occurs under this Forbearance
                  Agreement, the Notes shall accrue, and Borrower and Guarantors
                  shall pay, interest at the maximum rate permitted by Florida
                  law.

      11.   Extension Fee. Concurrent with the execution of this Forbearance
            Agreement, Borrower shall pay to the Bank a commitment fee of
            $35,000.

      12.   Mortgage Modification. Concurrently with the execution of this
            Forbearance Agreement, Borrower and the Bank shall execute a
            Mortgage Modification Agreement, in form acceptable to the Bank and
            the Bank's counsel in their sole discretion, confirming the lien of
            the Mortgage and incorporating the terms of this Forbearance
            Agreement.

      13.   Second Mortgage. At Closing, Borrower shall execute and deliver to
            the bank a second-priority mortgage encumbering the Mortgaged
            Property as collateral for the Notes, up to a maximum of $1,000,000.


                                      -5-
<PAGE>

      14.   Accounts. Borrower shall deposit with the Bank and maintain there at
            all times an account containing all proceeds from Borrower's
            accounts receivable and any other monies collected from any other
            revenue source. Borrower agrees to transfer to an account with the
            Bank all sums currently maintained with any other financial
            institution.

      15.   Expenses. Borrower shall pay all costs and expenses incurred by the
            Bank in connection with the Existing Default, negotiating, drafting
            and closing this Forbearance Agreement and related documents,
            including, but not limited to, documentary stamp taxes, intangibles
            taxes, any other transactional taxes, recording fees, the Bank's
            attorneys fees, and title insurance premiums and search costs. All
            such expenses shall be due and payable at the time of the closing of
            this Forbearance Agreement, and shall be secured by the collateral
            of the Notes.

      16.   Inspection. The Bank shall be entitled to inspect all collateral for
            any of the Notes and all books and records of the Borrower upon
            written notice provided one business day prior to the date of
            inspection.

      17.   Cancellation of Arbitration. The parties agree that all arbitration
            provisions contained in any of the Loan Documents are hereby null
            and void.

      18.   Waiver and Release. To induce the Bank to enter into this
            Forbearance Agreement, Borrower, for themselves, and their agents,
            attorneys, successors and assigns, do hereby release the Bank and
            its predecessors, successors, assigns, officers, managers,
            directors, shareholders, employees, agents, attorneys,
            representatives, parent corporations, subsidiaries, and affiliates
            (collectively referred to as "Affiliates"), jointly and severally
            from any and all claims, counterclaims, demands, damages, debts,
            agreements, covenants, suits, contracts, obligations, liabilities,
            accounts, offsets, rights, actions and causes of action for
            contribution and indemnity, whether arising at law or in equity
            (including without limitation, claims of fraud, duress, mistake,
            tortious interference, usury, or control), whether presently
            possessed or possessed in the future, whether known or unknown,
            whether liability be direct or indirect, liquidated or unliquidated,
            whether presently accrued or to accrue hereafter, whether absolute
            or contingent, foreseen or unforeseen, and whether or not heretofore
            asserted, for or because of or as a result of any act, omission,
            communication, transaction, occurrence, representation, promise,
            damage, breach of contract, fraud, violation of any statute or law,
            commission or of any tort, or any other matter whatsoever or thing
            done, omitted or suffered to be done by Lender or any of its
            Affiliates,


                                      -6-
<PAGE>

            insofar as the same arise out of or relate to the Loans, the Loan
            Documents, the collateral securing the Loans, the debtor-creditor
            relationship between the parties, and all communications or contacts
            between the parties related to any of the foregoing, including this
            Forbearance Agreement, which has occurred in whole or in part, or
            was initiated at any time from the beginning of time up to and
            immediately preceding the moment of the execution of this Agreement.
            The rights and defenses being waived and released hereunder include
            without limitation any claim or defense based on the Bank having
            charged or collected interest at a rate greater than that allowed to
            be contracted for by applicable law as changed from time to time;
            provided, however, in no event shall such waiver and release be
            deemed to change or modify the terms of the Loan Documents or the
            Loans which provide that sums paid or received in excess of the
            maximum rate of interest allowed to be contracted for by applicable
            law, as changed from time to time, reduce the principal sum due,
            said provision to be in full force and effect.

      19.   Acknowledgement of Default. Borrower acknowledges that the Notes are
            currently in default because of the Existing Default. Nothing
            contained herein or in any document executed concurrently herewith
            shall constitute or be construed as a waiver of such default. Except
            to the extent specifically set forth herein, the Bank retains all of
            its rights and remedies with respect to the Notes and the Loan
            Documents.

      20.   WAIVER OF JURY TRIAL. THE PARTIES HERETO KNOWINGLY, IRREVOCABLY,
            VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A
            TRIAL BY JURY IN RESPECT OF ANY CLAIM, DEFENSE, DISPUTE OR
            LITIGATION BETWEEN OR AMONG ANY OF THE PARTIES HERETO. THIS
            PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO
            THIS DOCUMENT.

      21.   Modification of Loan Documents. The terms of the Loan Documents are
            hereby modified to incorporate and reflect the terms and conditions
            of this Forbearance Agreement. In the event of any conflict between
            this Forbearance Agreement and the Loan Documents, the terms of this
            Forbearance Agreement shall prevail.

      22.   Ratification of Loan Documents. Borrower hereby ratifies and
            confirms all of the terms, warranties, representations, covenants
            and conditions set forth in the Loan Documents and this Forbearance
            Agreement and hereby acknowledges the Loan Documents as modified
            constitute valid and binding obligations of Borrower. Without
            limiting the foregoing,


                                      -7-
<PAGE>

            Borrower hereby ratifies and confirms the grant and conveyance to
            the Bank of the collateral set forth in the Loan Documents as
            security for the repayment of the Notes and all mortgages, security
            agreements, and financing statements, wherever filed, or unfiled.
            Borrower further acknowledges and agrees the Loan Documents as
            modified are enforceable in accordance with their terms and free
            from claims of defense, setoff or recoupment against the Bank or any
            other party. Without in any way limiting the applicability of the
            foregoing, Borrower hereby agrees, confirms and ratifies that all
            collateral securing any of the Notes shall serve as collateral for
            each of the Notes, and to the extent necessary to do so, hereby
            re-assigns all collateral to the Bank as security for each of the
            Notes.

      23.   Events of Default and Remedies. The failure to pay any sum required
            hereunder when due, the breach of any representation or warranty
            contained herein or in any of the Loan Documents, and the breach of
            any of the Loan Documents, other than the Existing Default, shall
            constitute an event of default under this Forbearance Agreement, and
            the Bank shall be immediately entitled, without notice or demand, to
            enforce its rights and remedies under the Loan Documents, this
            Forbearance Agreement, and law. An event of default under this
            Forbearance Agreement shall constitute an event of default under
            each of the Notes; an event of default under any of the Notes shall
            constitute an event of default under the other Notes and under this
            Forbearance Agreement.

      24.   Indemnity. Borrower hereby agrees to indemnify and hold harmless
            (including payment of attorneys fees and costs) the Bank from and
            against any loss, cost or expense resulting from any claim by
            Florida taxing authorities regarding the Loans or this Forbearance
            Agreement. This obligation to indemnify the Bank shall survive
            payment of the Notes, and the satisfaction of any Loan Document,
            this Forbearance Agreement or other instrument securing the Loans.

      25.   Anti-Novation. It is the intent of the parties that this instrument
            shall not constitute a novation and shall in no way adversely affect
            the lien priority of the Loan Documents referred to above.

      26.   First Lien. Borrower warrants and represents that the liens granted
            in the Loan Documents are valid first liens on the property
            described therein, as modified hereby, except for the second
            mortgage granted herein and purchase money security interest in
            chattels, including leases. If at any time the Bank shall determine
            that the lien priority of these Loan Documents as stated therein is
            invalid or in jeopardy, or if at any time the Bank is unable to
            obtain title insurance insuring


                                      -8-
<PAGE>

            such liens as valid liens with the priority stated therein on the
            collateral described therein, then the Bank shall have the option of
            declaring the entire indebtedness secured by the Loan Documents,
            together with all accrued interest thereon, to be immediately due
            and payable in full.

      27.   Future Cooperation. Borrower agrees to cooperate with the Bank in
            giving effect to the purposes and terms of this Forbearance
            Agreement, including, but not limited to, the execution of
            additional documents deemed necessary or desirable by the Bank to
            document or perfect the Bank's rights under the Loan Documents and
            this Forbearance Agreement.

      28.   Representations. Borrower acknowledges, represents, warrants, and
            confirms the following:

            a.    Review of Agreement. Borrower has carefully read and
                  understands the effect of this Forbearance Agreement. Borrower
                  has had the assistance or the opportunity to seek the
                  assistance of separate legal counsel in carefully reviewing,
                  discussing and considering all terms of this Forbearance
                  Agreement;

            b.    Reliance Only on Representations Herein. The execution of this
                  Forbearance Agreement by Borrower is not based upon reliance
                  upon any representation, understanding or agreement not
                  expressly set forth herein. The Bank has not made any
                  representations to Borrower not expressly set forth herein;

            c.    Residency. Borrower is subject to the personal jurisdiction of
                  courts of the State of Florida;

            d.    Authority and Compliance. Borrower has full power and
                  authority to execute and deliver the Loan Documents and to
                  incur and perform the obligations provided for therein, all of
                  which have been duly authorized by all proper and necessary
                  action of the appropriate governing body of each. Each of
                  Borrower are corporations in good standing in the State of
                  Delaware and authorized to do business in Florida. Each of
                  Borrower shall provide a current incumbency certificate and
                  corporate resolution authorizing the entry into this
                  Forbearance Agreement. No additional consent or approval of
                  any court, public authority or other third party is required
                  as a condition to the validity of any Loan Document, and
                  Borrower is in compliance with all laws and regulatory
                  requirements to which each is subject;


                                      -9-
<PAGE>

            e.    Litigation. There is no proceeding against Borrower pending
                  or, to the knowledge of each, threatened before any court or
                  governmental authority, agency or arbitration authority,
                  except as disclosed to the Bank in writing and acknowledged by
                  the Bank prior to the date of this Forbearance Agreement;

            f.    Ownership of Assets. Borrower has good title to their
                  respective assets, and such assets are free and clear of
                  liens, except those granted to the Bank, except for purchase
                  money security interests in chattels, including leases, and as
                  disclosed to the Bank in writing prior to the date of this
                  Forbearance Agreement;

            g.    Taxes. All taxes and assessments due and payable by Borrower
                  have been paid or are being contested in good faith by
                  appropriate proceedings, and each has filed all tax returns
                  which it is required to file;

            h.    Voluntary Act. Borrower executes this Forbearance Agreement as
                  a free and voluntary act, without any duress, coercion or
                  undue influence exerted by or on behalf of the Bank or any
                  other party;

            i.    Representations True and Correct. All of the warranties and
                  representations made in this Forbearance Agreement and all
                  other Loan Documents, are materially true and correct as of
                  the date hereof and that Borrower is not in default of any of
                  the foregoing nor aware of any default with respect thereto;

            j.    Ownership of Claims. Borrower is the sole owner of the claims
                  or causes of action being released herein and has not conveyed
                  or assigned any interest in any such claims or causes of
                  action to any person or entity not a party hereto; and

            k.    Binding Agreement. This Forbearance Agreement does not violate
                  any law, rule, regulation, contract or agreement otherwise
                  enforceable by or against Borrower.

      29.   Miscellaneous.

            a.    Paragraph headings used herein are for convenience only and
                  shall not be construed as controlling the scope of any
                  provision hereof.

            b.    This Forbearance Agreement shall be governed by and construed
                  in accordance with the laws of the State of Florida


                                      -10-
<PAGE>

                  and of the United States of America and the rules and
                  regulations promulgated under the authority thereof. The
                  parties hereto acknowledge that this Forbearance Agreement
                  affects interstate commerce.

            c.    Time is of the essence of this Forbearance Agreement.

            d.    As used herein, the neuter gender shall include the masculine
                  and feminine genders, and vice versa, and the singular the
                  plural, and vice versa, as the context demands.

            e.    All costs incurred by the Bank in enforcing this Forbearance
                  Agreement and in collection of sums due the Bank from
                  Borrower, to include, without limitation, reasonable
                  attorney's fees through all mediation and arbitration
                  proceedings, trials, appeals and proceedings, to include,
                  without limitation, any proceedings pursuant to the bankruptcy
                  laws of the United States, shall be paid by Borrower.

            f.    This Forbearance Agreement shall inure to the benefit of and
                  be binding upon the parties hereto as well as their successors
                  and assigns, heirs and personal representatives.

      30.   Counterparts. This Forbearance Agreement may be executed in a number
            of multiple identical counterparts which, when taken together, shall
            constitute collectively one (1) agreement, but in making proof of
            this agreement it shall not be necessary to produce or account for
            more than one such counterpart executed by the party to be charged.
            Facsimile signatures may be deemed originals for all purposes.

      31.   Final Agreement. THIS FORBEARANCE AGREEMENT REPRESENTS THE ENTIRE
            AND FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
            BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT WRITTEN OR ORAL
            AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
            BETWEEN THE PARTIES. THIS FORBEARANCE AGREEMENT CONSTITUTES THE
            FINAL AND COMPLETE RELEASE OF THE BANK AND ITS AFFILIATES OF THOSE
            MATTERS SET FORTH HEREIN.


                                      -11-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Forbearance
Agreement to be executed the date first above written, effective as of the
Effective Date.

WITNESSES

                                          ELCOTEL, INC., a Delaware corporation

________________________________
Print Name:_____________________

                                          By:  /s/ William H. Thompson
                                               ---------------------------------
________________________________          Print Name: William H. Thompson
Print Name:_____________________          Title:  Senior Vice President

                                          ELCOTEL DIRECT, INC., a Delaware
________________________________          corporation
Print Name:_____________________

                                          By: /s/ William H. Thompson
                                               ---------------------------------
________________________________          Print Name: William H. Thompson
Print Name:_____________________          Title:  Vice President

                                          TECHNOLOGY SERVICE GROUP, INC.

                                          successor by merger with Elcotel
                                          Hospitality Services, Inc., a Delaware
________________________________          corporation
Print Name:______________________

                                          By:  /s/ William H. Thompson
                                               ---------------------------------
_________________________________          Print Name:  William H. Thompson
Print Name:_______________________         Title:  Vice President


                                      -12-
<PAGE>

                                          BANK OF AMERICA, N.A., d/b/a
                                          NationsBank, N.A.

________________________________
Print Name:_____________________

                                          By:___________________________________

________________________________          Print Name:___________________________
Print Name:_____________________          Title:________________________________

STATE OF _______________________
COUNTY OF ______________________

      The foregoing Forbearance Agreement was acknowledged before me, the
undersigned authority, this ___ day of April, 2000, by
_______________________________ as ______________________________ of Elcotel,
Inc., a Delaware corporation, ___ who is personally known to me or ___ who
produced ____________________ as identification.

                                          ______________________________________
                                          Notary Public, State of ______________
                                          Print Name:___________________________

                                          My Commission Expires:________________


                                          [SEAL]

STATE OF ____________________
COUNTY OF ___________________

      The foregoing Forbearance Agreement was acknowledged before me, the
undersigned authority, this ___ day of April, 2000, by
_______________________________ as ______________________________ of Elcotel
Direct, Inc., a Delaware corporation, ___ who is personally known to me or ___
who produced ____________________ as identification.

                                          ______________________________________
                                          Notary Public, State of ______________
                                          Print Name:___________________________

                                          My Commission Expires:________________


                                          [SEAL]


                                      -13-
<PAGE>

STATE OF ____________________
COUNTY OF ___________________

      The foregoing Forbearance Agreement was acknowledged before me, the
undersigned authority, this ___ day of April, 2000, by
_______________________________ as ______________________________ of Technology
Service Group, Inc., successor by merger with Elcotel Hospitality Services,
Inc., a Delaware corporation, ___ who is personally known to me or ___ who
produced ____________________ as identification.

                                          ______________________________________
                                          Notary Public, State of ______________
                                          Print Name:___________________________

                                          My Commission Expires:________________


                                          [SEAL]


STATE OF ____________________
COUNTY OF ___________________

         The foregoing Forbearance Agreement was acknowledged before me, the
undersigned authority, this ___ day of April, 2000, by ____________________ as
______________ of Bank of America, N.A. d/b/a NationsBank, N.A., ___ who is
personally known to me or ___ who produced ____________________ as
identification.

                                          ______________________________________
                                          Notary Public, State of ______________
                                          Print Name:___________________________

                                          My Commission Expires:________________


                                          [SEAL]


                                      -14-