Exhibit 10.34   Letter Agreement between Technology Service Group, Inc. and
                Mr. James Lacy dated September 18, 1996, amendment thereto
                and Assignment and Assumption of Real Estate Lease between
                Technology Service Group, Inc., Mr. James Lacy and
                G.P.E.D.C. dated November 6, 1996


                                      109
<PAGE>

September 18, 1996

Mr. James Lacy
c/o Gilliam Candy Co.
P.O. Box 1060-2401 Powell
Paducah, KY 42002

                 Re: Lease Assignment

Dear Sirs:

The  purpose  of  this  letter  (sometimes   hereinafter  referred  to  as  this
"Agreement")  is to set forth our  understanding  of the terms and conditions on
which  Technology  Service  Group,  Inc.  ("TSG")  will assign to Mr. James Lacy
("Lacy"),  with an address of P.O. Box 2828,  Cookeville,  Tennessee  38502, and
Lacy will assume,  all of TSG's rights and obligations  under that certain lease
agreement dated November 30, 1990 between  G.P.E.D.C.,  Inc. ("GPEDC") as lessor
and TSG as lessee (the "Lease") relating to an approximately 100,000 square-foot
manufacturing  facility located at 2400 South Beltline Road,  Paducah,  Kentucky
(the "Facility").

1.   Background.

     (a)  The initial term of the Lease is five and one-half years commencing on
          December 1, 1990 with an option to renew the Lease for two  additional
          periods of five years each.  The Lease gives TSG an option to purchase
          the property at the end of the lease term,  including  any  extensions
          thereof, at a price of $10,000.

     (b)  On March 20,  1996,  the initial  term of the Lease was extended for a
          period of one year to May 31, 1997.

     (c)  The Lease  may be  assigned  by TSG with the  written  consent  GPEDC.
          Accordingly  this  Agreement is  contingent  upon TSG  obtaining  such
          consent.  If such consent is not given on or before  November 1, 1996,
          this Agreement shall thereupon  become null and void and of no further
          force  or  effect,  and  neither  party  shall  thereafter  be  liable
          hereunder to the other party in any manner or respect.

2.   The Closing.

     (a)  The closing of the  assignment of the Lease shall occur on November 1,
          1996 (the "Closing Date").

     (b)  On the Closing  Date,  the parties  hereto shall  execute and deliver,
          each to the  other,  the form of  Assignment  and  Assumption  of Real
          Estate Lease set forth as Exhibit A (the  "Assignment") and Lacy shall
          pay to TSG fifty thousand dollars ($50,000) by certified check or wire
          transfer,  whereupon  Lacy shall take  possession of the property (the
          "Time of Possession").


                                      110
<PAGE>

Gilliam Candy Co.
September 18, 1996
Page 2


     (c)  In the event that a material  adverse  change in the  condition of the
          Facility  occurs  between the date of this  Agreement  and the Closing
          Date,  TSG shall have the option either (i) within thirty (30) days of
          the Closing  Date to restore,  at its  expense,  the  condition of the
          Facility to the condition it was in on the date hereof, or (ii) to pay
          the cost of such restoration to Lacy on the Closing Date. If TSG shall
          fail to restore  the  condition  of the  Facility  or to pay the costs
          thereof to Lacy,  this Agreement  shall become null and void and of no
          further force or effect,  and neither party shall thereafter be liable
          hereunder to the other party in any manner or respect.

3. Post and Pre Closing Subleases. As further consideration for the Assignment--

     (a)  From the Closing  Date through  December 31, 1996,  TSG shall have the
          right to  occupy  and use,  rent-free,  up to  30,000  square  feet of
          storage  space in the  Facility.  Lacy shall  furnish  to TSG  without
          charge  therefor such use of the  utilities  servicing the Facility as
          TSG shall reasonably request.

     (b)  From the date hereof  through the  Closing  Date,  Lacy shall have the
          right to  occupy  and use,  rent-free,  up to  10,000  square  feet of
          storage  space in the  Facility.  TSG shall  furnish  to Lacy  without
          charge  therefor such use of the  utilities  servicing the Facility as
          Lacy shall reasonably request.

     (c)  From and  after  the  Closing,  Lacy  shall at its own  expense  carry
          property,  casualty and liability  insurance on the  Facility,  and so
          long as TSG is occupying  any part of the  Facility,  TSG shall at its
          own expense carry casualty  insurance on its personal property located
          in the Facility.

     (d)  From the date  hereof  through the  Closing  Date,  so long as Lacy is
          occupying  any part of the  Facility,  Lacy  shall at its own  expense
          carry  casualty  insurance  on its  personal  property  located in the
          facility.

4.   Prorations.  Real property  taxes,  utility  charges and all rent under the
     Lease shall be  equitably  pro-rated  between the parties as of the Closing
     Date.

5.   Personal  Property.  Except as provided herein, all personal property owned
     and leased by TSG shall be removed  from the  premises  by TSG on or before
     December 31, 1996.  TSG shall  provide to Lacy,  at no  additional  cost to
     Lacy,  the  Merlin  telephone  system and all  office  furniture  presently
     located in the primary  office area.  In addition,  TSG shall  provide Lacy
     with the opportunity to bid on any other furniture,  fixtures and equipment
     that TSG  determines  to sell or  dispose  of,  but Lacy  shall be given no
     preference over any other bidder for such property.


                                      111
<PAGE>

Gilliam Candy Co.
September 18, 1996
Page 3


6.   Fixtures.  Except  as set forth  herein,  TSG  shall  not  remove  overhead
     lighting fixtures,  air supply piping,  power feed wiring, air conditioning
     system, PBX intercom system or any plumbing, electrical and exhaust systems
     or any  fixtures,  including  overhead  conveyer  systems,  that  were  not
     installed by TSG. It is understood that fixtures that were installed by TSG
     and that are removable  without serious damage to the Facility as set forth
     in Exhibit B hereto,  may be removed by TSG for  relocation,  sale or other
     disposition.  Any damage to the Facility  caused by such  removal  shall be
     repaired by TSG at its cost.

     Lacy agrees to assume TSG's obligations pursuant that certain equipment and
     service agreement between TSG and ADT Security dated January 5, 1994.

7.   Due  Diligence.  Lacy  represents  and warrants to TSG that it has read the
     Lease in its  entirety,  has been given  access to the  Facility  by TSG to
     perform such investigations  thereof as it deems necessary,  and has had an
     opportunity to do such other and further  investigations  prior to the Time
     of  Possession as it deems  necessary,  including  environmental  tests and
     surveys  and  examinations  of  official  records  and  the  like.  If  the
     environmental due diligence  procedures  reveal any possible  environmental
     problems,  then Lacy at his  option,  on or before  November  1, 1996,  may
     declare this Agreement null and void and of no further force or effect, and
     neither party shall  thereafter  be liable  hereunder to the other party in
     any  manner or  respect.  If Lacy shall  assume  the  Lease,  he shall take
     possession  of the Facility at the Time of  Possession in "as is" condition
     "with all faults.

8.   Miscellaneous.

     (a)  This  Agreement  together  with  Exhibits A and B contains  the entire
          understanding  of the parties on the subject  matter  hereof except as
          otherwise expressly  contemplated herein; shall not be amended, and no
          term  hereof  shall be  waived,  except by  written  agreement  of the
          parties signed by each of them; shall be binding upon and inure to the
          benefit of the parties and their successors and permitted assigns; may
          be executed in one or more  counterparts each of which shall be deemed
          an original hereof,  but all of which shall constitute but one and the
          same  agreement;  and shall not be  assignable  by a party without the
          prior written consent of the other party.

     (b)  The words "herein," "hereof,"  "hereunder,"  "hereby,"  "herewith" and
          words of similar import when used in this Agreement shall be construed
          to refer to this Agreement as a whole. The word "including" shall mean
          including, but not limited to any enumerated items.

     (c)  Each party and its counsel has reviewed this  Agreement.  Accordingly,
          the normal rule of construction that any ambiguities and uncertainties
          are to be resolved  against the party  preparing an agreement will not
          be  employed  in the  interpretation  of this  Agreement;  rather  the
          Agreement  shall be construed  as if all parties had jointly  prepared
          it.

     (d)  No  representation,  affirmation  of fact,  course of prior  dealings,
          promise or condition in connection  herewith or usage of the trade not
          expressly incorporated herein shall be binding on the parties.


                                      112
<PAGE>

Gilliam Candy Co.
September 18, 1996
Page 4


     (e)  The failure to insist upon strict  compliance with any term,  covenant
          or  condition  contained  herein  shall not be deemed a waiver of such
          term, nor shall any waiver or  relinquishment  of any right at any one
          or more  times be deemed a waiver or  relinquishment  of such right at
          any other time or times.

     (f)  The captions of the  paragraphs  herein are for  convenience  only and
          shall not be used to construe or interpret this Agreement.

If the  foregoing  sets forth our  agreement  on the matters  contained  in this
letter,  please so indicate  by signing  and  returning a copy of this letter to
TSG.

Very truly yours,

Technology Service Group, Inc.

By: /s/ Winton Schriner
    ------------------------------
    M. Winton Schriner
    Executive Vice President

Accepted and Agreed:

James Lacy

By: /s/ James Lacy
    ------------------------------

Guarantee:

Gilliam Candy Co.

Gilliam Candy Co., c/o Fine Products  Company,  Inc., P.O. Box 1060-2401 Powell,
Paducah,  KY 42002 hereby  guarantees  performance of all of the  obligations of
Lacy as set forth herein.

By: /s/ James Lacy,  Chairman
    ------------------------------
    Name:
    Title:


                                      113
<PAGE>

                                                                       EXHIBIT A

                 Assignment and Assumption of Real Estate Lease

FOR  VALUABLE  CONSIDERATION,  the receipt and  sufficiency  of which are hereby
acknowledged,  Technology  Service Group,  Inc., a Delaware  corporation  hereby
sells, assigns and transfers to Mr. James Lacy ("Assignee"),  with an address of
P.O. Box 2828 Cookeville,  Tennessee 38502, all its right, title and interest in
and to that certain lease agreement dated November 30, 1990 between  G.P.E.D.C.,
Inc. as lessor and Technology  Service Group, Inc. as lessee, AS IS AND WITH ALL
FAULTS, and Assignee hereby assumes and agrees to perform or pay all obligations
of the lessee under the Lease in accordance with and subject to its terms.

IN WITNESS  WHEREOF,  this instrument has been executed by the parties as of the
day of November 1996.

Technology Service Group, Inc.                  James Lacy

By:  /s/ Winton Schriner                        By:  /s/ James Lacy
     --------------------------                      --------------------------
      M. Winton Schriner
      Executive Vice President

                                    Guarantee

Gilliam Candy Co., c/o Fine Products  Company,  Inc., P.O. Box 1060-2401 Powell,
Paducah,  KY 42002 hereby  guarantees  performance of all of the  obligations of
James Lacy pursuant to this Assignment and Assumption of Real Estate Lease.

By:  /s/ James Lacy,  Chairman
     -------------------------
     Name:
     Title:

                                   ----------

THE UNDERSIGNED G.P.E.D.C., INC. HEREBY CONSENTS TO THE FOREGOING ASSIGNMENT AND
FROM AND AFTER THE DATE HEREOF  AGREES TO LOOK SOLELY TO MR.  JAMES LACY FOR THE
PERFORMANCE OF ALL OF LESSEES' OBLIGATIONS UNDER THE FOREGOING SAID LEASE.

G.P.E.D.C., Inc.

By: _____________________________
    Name:
    Title:


                                      114
<PAGE>

COMMONWEALTH OF KENTUCKY     )
COUNTY OF McCRACKEN          ) ss:

The foregoing  instrument  was  acknowledged  before me by Winton  Schriner,  on
behalf of Technology Service Group, Inc., this 18th day of September 1996.

My commission expires:  9-21-1999.

/s/ Ruby English
----------------------
Notary Public
Commonwealth of Kentucky at Large

COMMONWEALTH OF KENTUCKY     )
COUNTY OF McCRACKEN          ) ss:

The foregoing  instrument was acknowledged before me by James L. Lacy, on behalf
of Mr. James Lacy, ("Assignee"), this 18th day of September 1996.

My commission expires:  9-21-1999

/s/ Ruby English
----------------------
Notary Public
Commonwealth of Kentucky at Large

COMMONWEALTH OF KENTUCKY     )
COUNTY OF McCRACKEN          ) ss:

The foregoing  instrument was acknowledged before me by James L/ Lacy, on behalf
of Gilliam Candy Co., this 18th day of September 1996.

My commission expires:  9-21-1999

/s/ Ruby English
-----------------------
Notary Public
Commonwealth of Kentucky at Large

COMMONWEALTH OF KENTUCKY     )
COUNTY OF McCRACKEN          ) ss:

The     foregoing     instrument     was     acknowledged     before    me    by
___________________________,   _____________________________,   on   behalf   of
G.P.E.D.C., Inc. this __ day of November 1996.

My commission expires:____________________.

_______________________
Notary Public
Commonwealth of Kentucky at Large


                                      115
<PAGE>

                                                                       EXHIBIT B

            Fixtures to be Removed by Technology Service Group, Inc.

     1.   Two Wall mounted Model 200 Degreasers, with power safety switches

     2.   Three floor gravity skatewheel type conveyor systems

     3.   Conformal coat Binks spray booth

     4.   Two Simplex digital time clocks

     5.   Electrovert Model EPK-1 Econopak SMT wave solder machine with vent and
          blower,  including  transformer,  3-phase  control  panel  and 3  wall
          mounted control panels

     6.   Electrovert Model Ultraclean water ultrasonic cleaner

     7.   R&S Water Service water softener, with Technetic 1000 metering pump

     8.   Ruddglass commercial water heater, 120 gallons

     9.   P&G Pram Machine & Pram sand blast cabinet

     10.  P&G Sandblast Hopper

     11.  Power roller belt conveyor, two drives

     12.  Blasdel Enterprises, Inc. infrared drying oven

     13.  Overhead paint conveyor, chain & link type, with drive

     14.  DeVilbiss   7-1/2  hp  horizontal  tank  mounted   reciprocating   air
          compressor

     15.  Sullair Model 10B-24H,  25 hp Rotary Screw air compressor,  horizontal
          tank

     16.  Sears 3 hp Vertical tank mounted air compressor

     17.  Kellog  American  5  hp  horizontal  tank  mounted  reciprocating  air
          compressor

     18.  Washing machine & Dryer

     19.  First aid boxes

     20.  Rotary drill, with venting

     21.  Acroprint time clock


                                      116
<PAGE>

                 Assignment and Assumption of Real Estate Lease

FOR  VALUABLE  CONSIDERATION,  the receipt and  sufficiency  of which are hereby
acknowledged,  Technology  Service Group,  Inc., a Delaware  corporation  hereby
sells, assigns and transfers to Mr. James Lacy ("Assignee"),  with an address of
P.O. Box 2828, Cookeville,  Tennessee 38502 all its right, title and interest in
and to that certain lease agreement dated November 30, 1990 between  G.P.E.D.C.,
Inc. as lessor and Technology  Service Group, Inc. as lessee, AS IS AND WITH ALL
FAULTS, and Assignee hereby assumes and agrees to perform or pay all obligations
of the lessee under the Lease in accordance with and subject to its terms.

IN WITNESS  WHEREOF,  this instrument has been executed by the parties as of the
day of November 1996.

Technology Service Group, Inc.                   James Lacy

By:  /s/  Winton Schriner                        By:  /s/James Lacy
     ------------------------------                   --------------------------
     M. Winton Schriner
     Executive Vice President

                                    Guarantee

Gilliam Candy Co., c/o Fine Products  Company,  Inc., P.O. Box 1060-2401 Powell,
Paducah,  KY 42002 hereby  guarantees  performance of all of the  obligations of
James Lacy pursuant to this Assignment and Assumption of Real Estate Lease.

By:  /s/  James Lacy,  Chairman
     ------------------------------
     Name:
     Title:

                                   ----------

THE UNDERSIGNED G.P.E.D.C., INC. HEREBY CONSENTS TO THE FOREGOING ASSIGNMENT AND
FROM AND AFTER THE DATE HEREOF  AGREES TO LOOK SOLELY TO MR.  JAMES LACY FOR THE
PERFORMANCE OF ALL OF LESSEES' OBLIGATIONS UNDER THE FOREGOING SAID LEASE.

G.P.E.D.C., Inc.

By:  /s/  Kristin Reese
     ------------------------------
     Name:  Kristin Reese
     Title:  President & CEO


                                      117
<PAGE>

COMMONWEALTH OF KENTUCKY     )
COUNTY OF McCRACKEN          ) ss:

The foregoing  instrument  was  acknowledged  before me by Winton  Schriner,  on
behalf of Technology Service Group, Inc., this 18th day of September 1996.

My commission expires:  9-21-1999 .

/s/ Ruby English
-------------------------
Notary Public
Commonwealth of Kentucky at Large

COMMONWEALTH OF KENTUCKY     )
COUNTY OF McCRACKEN          ) ss:

The foregoing  instrument was acknowledged before me by James L. Lacy, on behalf
of Mr. James Lacy, ("Assignee"), this 18th day of September 1996.

My commission expires:  9-21-1999

/s/ Ruby English
Notary Public

Commonwealth of Kentucky at Large

COMMONWEALTH OF KENTUCKY)
COUNTY OF McCRACKEN              ) ss:

The foregoing  instrument was acknowledged before me by James L/ Lacy, on behalf
of Gilliam Candy Co., this 18th day of September 1996.

My commission expires:  9-21-1999

/s/ Ruby English
Notary Public

Commonwealth of Kentucky at Large

COMMONWEALTH OF KENTUCKY)
COUNTY OF McCRACKEN              ) ss:

The foregoing instrument was acknowledged before me by Kristin Reese,  President
& CEO, on behalf of G.P.E.D.C., Inc. this 6th day of November 1996.

My commission expires:  4/15/99

_________________________________
Notary Public
Commonwealth of Kentucky at Large


                                      118
<PAGE>

                          AMENDMENT TO LEASE ASSIGNMENT

================================================================================

     This Amendment to Lease Assignment ("Amendment") is entered into between
Mr. James Lacy ("Lacy") and Technology Service Group ("TSG") as of November 5,
1996.

     Whereas, Lacy and TSG had previously entered into a Lease Assignment dated
September 18, 1996 (the "Lease Assignment"); and

     Whereas the Lease Assignment was subject to the approval of G.P.E.D.C.,
Inc. ("GEPDC") and the Kentucky Development Finance Authority ("KDFA"), and

     Whereas, GPEDC requires certain changes to the Lease Assignment for its
consent to the assignment; and

     Whereas, the Lease Assignment was to have been finalized on November 1,
1996, but was not completed by that date; and

     Whereas, Lacy and TSG desire to complete the assignment of the lease and
agree to the changes set forth below in order to complete the Lease Assignment.

     1. TSG represents and warrants for itself and International Teleservice
Corporation (ITC), that TSG and ITC are in full compliance with section 15 of
the lease between GPEDC and ITC dated November 30, 1990 (the "Lease").

     2. TSG and ITC further represent and warrant that by December 31, 1996 they
will remove all of their assets in such a manner as to comply with section 15 of
the Lease. TSG will enter into the Environmental Indemnity Agreement with James
Lacy which is attached hereto as Exhibit A and is incorporated herein by
reference. The "As Is" character of the lease assignment shall not apply to any
recovery pursuant to section 15 of the Lease or the Environmental Indemnity
Agreement.

     3. The representations and warranties of TSG pursuant to items 1 and 2
above shall survive the closing of the Lease Assignment and a period of 2 years
thereafter.

     4. Since the time for the closing of the Lease Assignment was extended from
November 1, 1996 to November 6, 1996, Lacy will be responsible for rent for the
entire month of November, without any proration.

     5. TSG will maintain insurance coverage on the leased premises until the
parties close the Lease Assignment.

     6. Gilliam Candy Co., Inc., hereby signs this Amendment to indicate its
consent to the amendment of the Lease Assignment, since Gilliam guaranteed the
performance of all the obligations of Lacy pursuant to the Lease Assignment.

     7. This Amendment shall be binding upon and inure to the benefit of the
parties and their successors and assigns.


                                      119
<PAGE>

     8. The parties by their signatures below hereby ratify and affirm the Lease
Assignment dated September 18, 1996, in all respects, except as modified by this
Amendment.

TECHNOLOGY SERVICE GROUP, INC.

By:  /s/ Winton Schriner                    /s/ James Lacy
     ----------------------------           ---------------------------
      M. WINTON SCHRINER                    JAMES LACY
      Executive Vice President

                                            GILLIAM CANDY CO., INC.

                                            By:  /s/ James Lacy
                                                 ----------------------
                                                 JAMES LACY, Chairman


                                      120
<PAGE>

                    EXHIBIT A TO AMENDMEMT TO LEASE AGREEMENT

                        Environmental Indemnity Agreement

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement") is made as of this 5th
day of November, 1996 by and between Technology Service Group, Inc. (hereinafter
referred to as "TSG") and James Lacy (hereinafter referred to as "Lacy").

                                   Background

On the date of this  Agreement,  TSG is assigning to Lacy, and Lacy is assuming,
all of TSG's rights and  obligations  under that certain lease  agreement  dated
November 30, 1990 (the "Lease") relating to a manufacturing  facility located at
2400 South Beltline Road,  Paducah,  Kentucky (the "Facility").  The parties are
entering into this  Agreement to establish the  liabilities  of the parties with
respect to environmental matters arising at the Facility.

THEREFORE, for and in consideration of the mutual covenants contained herein and
other good and valuable  consideration  the receipt and sufficiency of which are
hereby acknowledged, it is hereby agreed as follows:

1.   TSG Environmental Representations

     (a)  To its  knowledge,  TSG  has  complied  with  all  environmental  laws
          relating  to its  operation  of the  Facility  and  no  action,  suit,
          proceeding,  complaint, or notice has been received by TSG relating to
          the Facility  alleging any failure to so comply.  Without limiting the
          generality  of the  preceding  sentence,  to  its  knowledge  TSG  has
          obtained and been in compliance  with all of the terms and  conditions
          of all environmental permits,  licenses, and other authorizations that
          are required  under,  and has complied with all other  conditions that
          are  contained  in, all  environmental  laws except to the extent that
          failure to so comply would not have a material adverse effect on TSG.

     (b)  To its  knowledge,  TSG has not operated the Facility in a manner that
          could  form  the  basis  for  any  present  or  future  action,  suit,
          proceeding or complaint giving rise to any liability for damage to the
          site on which the Facility is located under any environmental law.

2.   TSG's Obligations.  TSG shall assume  responsibility and liability for, and
     shall   indemnify  Lacy  from  and  against,   (a)  any  violation  of  any
     environmental   laws  whether   federal,   state  or  local,  and  (b)  any
     environmental  liabilities  relating to the Facility any of which arose out
     of the conduct of TSG at the Facility and that  occurred  prior to the date
     hereof or out of the  conduct  of TSG  while  occupying  a  portion  of the
     Facility hereafter;  provided,  however, that TSG shall not be obligated to
     perform  or pay the cost of any  remediation  at the  Facility  under  this
     indemnity unless such  remediation is required by a governmental  authority
     pursuant to an applicable environmental law. The foregoing notwithstanding,
     TSG  shall  at its  cost  and  expense,  dispose  of in an  environmentally
     acceptable manner, all paint thinners and any other chemicals,  solvents or
     cleaning  agents  that were used by TSG during the period  that it occupied
     the Facility.

                                                                Exhibit A Page 1


                                      121
<PAGE>

3.   Lacy's Obligations. Lacy shall assume responsibility and liability for, and
     shall   indemnify   TSG  from  and  against,   (a)  any  violation  of  any
     environmental   laws,  whether  federal,   state  or  local,  and  (b)  any
     environmental liabilities relating to the Facility, any of which arises out
     of the  operation,  possession  or occupation of the Facility by Lacy on or
     after the date hereof, except for any violation that is attributable to TSG
     under Section 2, above.

4.   Cooperation.  Each party as an indemnified  party  hereunder  shall provide
     prompt  notification  to the  other  (indemnifying)  party of any claim for
     indemnification  under this  Agreement  and shall  provide  all  reasonable
     cooperation  to the  indemnifying  party in presenting or defending a claim
     (including  the  filing  or  defending  of a  suit  or  other  judicial  or
     administrative proceeding for contribution, indemnification, cost recovery,
     reimbursement,  or other  cause of  action)  against  or by any  entity  or
     person,  such  cooperation  to  include  the  provision  of  personnel  and
     documents.  Any out-of-pocket expenses incurred by the indemnified party in
     complying  with this  Section  4 shall be  reimbursed  by the  indemnifying
     party.

5.   Miscellaneous.

     (a)  This Agreement contains the entire understanding of the parties on the
          subject matter hereof;  shall not be amended, and no term hereof shall
          be waived,  except by written  agreement of the parties signed by each
          of them; shall be binding upon and inure to the benefit of the parties
          and their successors and permitted assigns;  may be executed in one or
          more  counterparts  each of which shall be deemed an original  hereof,
          but all of which shall constitute but one and the same agreement;  and
          shall not be assignable  by a party without the prior written  consent
          of the other party.

     (b)  The words "herein," "hereof,"  "hereunder,"  "hereby,"  "herewith" and
          words of similar import when used in this Agreement shall be construed
          to refer to this Agreement as a whole. The word "including" shall mean
          including, but not limited to any enumerated items.

     (c)  Each party and its counsel has reviewed this  Agreement.  Accordingly,
          the normal rule of construction that any ambiguities and uncertainties
          are to be resolved  against the party  preparing an agreement will not
          be  employed  in the  interpretation  of this  Agreement;  rather  the
          Agreement  shall be construed  as if all parties had jointly  prepared
          it.

     (d)  No  representation,  affirmation  of fact,  course of prior  dealings,
          promise or condition in connection  herewith or usage of the trade not
          expressly incorporated herein shall be binding on the parties.

     (e)  The failure to insist upon strict  compliance with any term,  covenant
          or  condition  contained  herein  shall not be deemed a waiver of such
          term, nor shall any waiver or  relinquishment  of any right at any one
          or more  times be deemed a waiver or  relinquishment  of such right at
          any other time or times.

                                                                Exhibit A Page 2


                                      122
<PAGE>

6.   The captions of the paragraphs  herein are for  convenience  only and shall
     not be used to construe or interpret this Agreement.

7.   The recitals set forth in "Background,"  above, are incorporated herein and
     made a part hereof as the  agreements  of the parties as fully and with the
     same force and effect as if reiterated herein in full.

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by
their  duly  authorized  representatives  as of the day  and  year  first  above
written.

Technology Service Group, Inc.

By:  /s/ Winton Schriner                          /s/ James Lacy
     ------------------------------------         ----------------------------
     Winton Schriner
     Executive Vice President Operations

                                                                Exhibit A Page 3


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