<PAGE>   1
                                                                    Exhibit 10.5

NATIONSBANK OF TENNESSEE, N.A.

FIRST MODIFICATION OF SECOND AMENDED AND RESTATED LOAN AGREEMENT

     THIS FIRST MODIFICATION OF SECOND AMENDED AND RESTATED LOAN AGREEMENT
("First Modification") made and entered into as of the 15th day of September,
1998, by and among NATIONSBANK OF TENNESSEE, N.A., a national banking
association ("Bank"), and SCB COMPUTER TECHNOLOGY, INC., a Tennessee
corporation, DELTA SOFTWARE SYSTEMS, INC., a Tennessee corporation, TMR
ACQUISITION, INC., a Tennessee corporation, PARTNERS CAPITAL GROUP, INC., a
California corporation, and PARTNERS RESOURCES, INC., an Arizona corporation
(collectively "Borrower").

                                   RECITALS:

          A.  Borrower has previously obtained from Bank a revolving term loan
facility (the "Revolving Loan") in the principal amount of $30,000,000.

          B.  The terms and conditions of the Revolving Loan are set forth in
that certain Second Amended and Restated Loan Agreement dated July 31, 1998,
(hereinafter as hereafter modified or amended collectively referred to as the
"Agreement").

          C.  Borrower has asked Bank, and Bank has agreed, to make certain
modifications to the Agreement as hereinafter set forth.

     NOW, THEREFORE, in consideration of the Revolving Loan from Bank to
Borrower and the mutual covenants and agreements contained herein, and
intending to be legally bound hereby, Bank and Borrower agree as follows:

          1.  Section 5.A. of the Agreement is hereby deleted in its entirety
and substituted in its place thereof shall be the following:

          A.  CAPITAL EXPENDITURES. Other than in connection with the purchase
          of the Equipment Upgrade, as defined in the First Amendment, make
          capital expenditures during any four quarter period on a trailing four
          quarter basis exceeding in the aggregate a number which is equal to
          twenty-five percent (25%) of the Net Income from such four quarter
          period. Expenditures for computer equipment which Borrower then leases
          to a third party under a true or capital lease shall be excluded from
          capital expenditures but shall be subject to the restriction on
          computer equipment expenditures contained in Section 5.B. below.

          2.  Section 5.B. of the Agreement is hereby deleted in its entirety
and substituted in place thereof shall be the following:

<PAGE>   2


     B. COMPUTER EQUIPMENT EXPENDITURES. Make expenditures for the acquisition
of computer equipment which Borrower then leases to a third party under a true
lease or capital lease during any four quarter period on a trailing four quarter
basis exceeding in the aggregate a number which is equal to twenty-five percent
(25%) of the Net Income from such four quarter period. Expenditures for computer
equipment which Borrower than leases shall be expenditures for the acquisition
of computer equipment only to the extent of the residual value of the lease. The
residual value of the lease shall be defined as the cost of the computer
equipment less the proceeds received by the Borrower from a substantially
simultaneous non-recourse loan relating to the computer equipment and the lease
thereof. If any non-recourse loan results in proceeds which exceed the cost of
the related computer equipment, such excess proceeds shall not reduce the amount
of expenditures for the acquisition of computer equipment.

     3..Section 5.F. of the Agreement is deleted in its entirety and
substituted in place thereof shall be the following:

     F. EXTENSIONS OF CREDIT. Other than loans to Subsidiaries, make or permit
any Subsidiary to make loans or advances in excess of One Million and No/100
Dollars ($1,000,000.00) in the aggregate outstanding at any time prior to
October 15, 1998, at which time the maximum aggregate amount outstanding at any
time shall be reduced to Five Hundred Thousand and No/100 Dollars
($500,000.00), or make any capital contribution to, or participate as a partner
or joint venturer with any Person, except for extensions of credit to employees
in the normal course of Borrower's business, and except for the purchase of
direct obligations of the United States or any agency thereof with maturities of
less than one year, or obligations of Bank or any subsidiary thereof. Any
aggregate amount of such loans made by Borrower in excess of Five Hundred
Thousand and No/100 Dollars($500,000.00) must be personally guaranteed by Ben
C. Bryant, Jr., and T. Scott Cobb.

     4. Borrower will pay Bank a structuring fee of Twenty Thousand and No/100
Dollars ($20,000.00) upon the execution of this First Modification.

     5. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES
HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN A ACCORDANCE WITH THE FEDERAL
ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF
PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF
J.A.M.S./ENDISPUTE OR ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE

                                       2
<PAGE>   3
"SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL
RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY
COURT HAVING JURISDICTION. ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION,
INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY
CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING
JURISDICTION OVER SUCH ACTION.

     A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF
MEMPHIS, TENNESSEE, AT TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT OR
DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR, IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN
THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL
BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

     B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL BE
DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS ARBITRATION PROVISION; OR
(II) BE A WAIVER BY THE BANK OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C.
SECTION 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT
OF THE BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED
TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER. THE BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

     6. NOTICE OF FINAL AGREEMENT. This Agreement embodies the entire agreement
and understanding between the parties with respect to modifications of documents



                                       3


<PAGE>   4
provided for herein and supersedes all prior conflicting or inconsistent
agreements, consents and understandings relating to such subject matter.












                                       4


<PAGE>   5

     IN WITNESS WHEREOF, the parties have executed this First Modification of
Second Amended and Restated Loan Agreement as of the date first above written.

BORROWER:                                    BANK:

SCB COMPUTER TECHNOLOGY, INC.                NATIONSBANK OF TENNESSEE, N.A.

By: /s/ Gary E. McCarter                     By:
    -------------------------------              -------------------------------

Name: Gary E. McCarter                       Name:
      -----------------------------                -----------------------------

Title: Chief Financial Officer               Title:
       ----------------------------                 ----------------------------



Attest: /s/ Gordon Bateman
        ---------------------------

Name: Gordon Bateman
      -----------------------------

Title: Secretary
       ----------------------------



DELTA SOFTWARE SYSTEMS, INC.

By: /s/ Gary E. McCarter
    -------------------------------

Name: Gary E. McCarter
      -----------------------------

Title: Chief Financial Officer
       ----------------------------



Attest: /s/ Gordon Bateman
        ---------------------------

Name: Gordon Bateman
      -----------------------------

Title: Secretary
       ----------------------------


                                       5


<PAGE>   6

TMR ACQUISITION, INC.

BY: /s/ Gary E. McCarter
    -------------------------------

Name: Gary E. McCarter
      -----------------------------

Title: Chief Financial Officer
       ----------------------------



Attest: /s/ Gordon Bateman
        ---------------------------

Name: Gordon Bateman
      -----------------------------

Title: Secretary
       ----------------------------



PARTNERS CAPITAL GROUP, INC.

BY: /s/ Gary E. McCarter
    -------------------------------

Name: Gary E. McCarter
      -----------------------------

Title: Chief Financial Officer
       ----------------------------



Attest: /s/ Gordon Bateman
        ---------------------------

Name: Gordon Bateman
      -----------------------------

Title: Secretary
       ----------------------------

                                       6
<PAGE>   7

PARTNERS RESOURCES, INC.

BY: /s/ Gary E. McCarter
    -------------------------------

Name: Gary E. McCarter
      -----------------------------

Title: Chief Financial Officer
       ----------------------------



Attest: /s/ Gordon Bateman
        ---------------------------

Name: Gordon Bateman
      -----------------------------

Title: Secretary
       ----------------------------


                                       7
<PAGE>   8
NATIONSBANK OF TENNESSEE, N.A.

                     SECOND MODIFICATION OF SECOND AMENDED
                          AND RESTATED LOAN AGREEMENT

     THIS SECOND MODIFICATION OF SECOND AMENDED AND RESTATED LOAN AGREEMENT
("Second Modification") made and entered into as of the 20th day of May, 1999,
by and among NATIONSBANK, N.A., a national banking association ("Bank"), and
SCB COMPUTER TECHNOLOGY, INC., a Tennessee corporation, DELTA SOFTWARE SYSTEMS,
INC., a Tennessee corporation, TECHNOLOGY MANAGEMENT RESOURCES, INC. f/k/a TMR
ACQUISITION, INC., a Tennessee corporation, PARTNERS CAPITAL GROUP, INC., a
California corporation, and PARTNERS RESOURCES, INC., an Arizona corporation
(collectively "Borrower").

                                   RECITALS:

          A.   Borrower has previously obtained from Bank a revolving term loan
facility (the "Revolving Loan") in the principal amount of $30,000,000 and a
term loan facility (the "Term Loan") in the principal amount of $15,000,000.

          B.   The terms and conditions of the Revolving Loan and the Term Loan
are set forth in that certain Second Amended and Restated Loan Agreement dated
July 31, 1998, as modified by that certain First Modification of Second Amended
and Restated Loan Agreement dated September 15, 1998 (hereinafter modified or
amended collectively referred to as the "Agreement").

          C.   Borrower has asked Bank for a short-term loan in the principal
amount of $7,000,000 and Bank is willing to make such short-term loan to
Borrower.

          D.   Borrower has asked Bank, and Bank has agreed, to make certain
modifications to the Agreement as hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, Bank
and Borrower agree as follows:

     1.   Section 1.K. of the Agreement is hereby deleted in its entirety and
substituted in place thereof shall be the following:

          K.   LOANS: The Revolving Loan, the Term Loan and the Short-Term Loan
and any subsequent loan which states that it is subject to this Agreement.
<PAGE>   9
     2.   Section 1.X. of the Agreement is hereby deleted in its entirety and
substituted in place thereof shall be the following:

          X.  NOTES: The Revolving Note, the Term Note and the Short-Term Note.

     3.   Section 1 of the Agreement is hereby amended to add the following
terms:

          Z.  SHORT-TERM LOAN: The Short-Term Loan as described in Section 2
     hereof.

          AA.  SHORT-TERM NOTE: The promissory note evidencing the Short-Term
     Loan.

     4.   Section 2 of the Agreement is hereby amended to add the following
paragraphs:

          C.  SHORT-TERM LOAN. Bank hereby agrees to make a short-term loan to
Borrower in the principal amount of Seven Million and no/100 Dollars
($7,000,000.00). The obligation to repay the Short-Term Loan is evidenced by a
promissory note dated May 20, 1999, (the promissory note together with any and
all renewals, extensions or rearrangements thereof being hereafter collectively
referred to as the "Short-Term Note") having a maturity date, repayment terms
and interest rate as set forth in the Short-Term Note.

               (i)  PURPOSE. The Short-Term Loan shall be used by Borrower for
          general corporate purposes.

               (ii) COLLATERAL. The Short-Term Loan shall be secured by the
          Collateral described in the Security Agreement.

     5.   Section 4.A.i. is deleted in its entirety and substituted in place
thereof shall be the following:

          i. Maintain a ratio of Funded Debt to EBITDA of 2.75 to 1.0 or less;
          and on October 31, 1998, and thereafter until July 31, 1999, maintain
          a ratio of Funded Debt to EBITDA of 2.50 to 1.0 or less; and on July
          31, 1999, and thereafter maintain a ratio of Funded Debt to EBITDA of
          2.00 to 1.0 or less.

     6.  ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES
HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF



                                       2


<PAGE>   10
PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF
J.A.M.S/ENDISPUTE OR ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES"
SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL
CONTROL. JUDGMENT UPON AN ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING
JURISDICTION. ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A
SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.

          A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF
MEMPHIS, TENNESSEE, AT TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT OR
DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN
THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL
BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

          B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL
BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES
OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS ARBITRATION
PROVISION; OR (II) BE A WAIVER BY THE BANK OF THE PROTECTION AFFORDED TO IT BY
12 U.S.C. SECTION .91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT
THE RIGHT OF THE BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT
NOT LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL
PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY
REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR
THE APPOINTMENT OF A RECEIVER. THE BANK MAY EXERCISE SUCH SELF HELP RIGHTS,
FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES
BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT
PURSUANT TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF
SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR
FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF
THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE
THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.


                                       3
<PAGE>   11
     7.   NOTICE OF FINAL AGREEMENT. This Agreement embodies the entire
agreement and understanding between the parties with respect to modifications
of documents provided for herein and supersedes all prior conflicting or
inconsistent agreements, consents and understandings relating to such subject
matter.



                           [INTENTIONALLY LEFT BLANK]




















                                       4
<PAGE>   12
     IN WITNESS WHEREOF, the parties have executed this Second Modification of
Second Amended and Restated Loan Agreement as of the date first above written.

BORROWER:                                    BANK:

SCB COMPUTER TECHNOLOGY, INC.                NATIONSBANK, N.A.

By: /s/ Gary E. McCarter                     By: /s/ Michael R. Grick
  ---------------------------------             ------------------------------

Name: Gary E. McCarter                       Name: Michael R. Grick
     ------------------------------               ----------------------------

Title: Chief Financial Officer               Title: Vice President
      -----------------------------                ---------------------------


By: /s/ Gordon Bateman
  ---------------------------------

Name: Gordon Bateman
     ------------------------------

Title: Chief Administrative Officer
      -----------------------------


DELTA SOFTWARE SYSTEMS, INC.

By: /s/ Gary E. McCarter
  ---------------------------------

Name: Gary E. McCarter
     ------------------------------

Title: Chief Administrative Officer
      -----------------------------

                                       5
<PAGE>   13
TECHNOLOGY MANAGEMENT RESOURCS, INC.
f/k/a TMR ACQUISITION, INC.

By: /s/ Gary E. McCarter
  ---------------------------------

Name: Gary E. McCarter
     ------------------------------

Title: Chief Financial Officer
      -----------------------------


By: /s/ Gordon Bateman
  ---------------------------------

Name: Gordon Bateman
     ------------------------------

Title: Chief Administrative Officer
      -----------------------------


PARTNERS CAPITAL GROUP, INC.

By: /s/ Gary E. McCarter
  ---------------------------------

Name: Gary E. McCarter
     ------------------------------

Title: Chief Financial Officer
      -----------------------------


By: /s/ Gordon Bateman
  ---------------------------------

Name: Gordon Bateman
     ------------------------------

Title: Chief Administrative Officer
      -----------------------------


                                       6
<PAGE>   14
PARTNERS RESOURCES, INC.

By: /s/ Gary E. McCarter
  ---------------------------------

Name: Gary E. McCarter
     ------------------------------

Title: Chief Financial Officer
      -----------------------------


DELTA SOFTWARE SYSTEMS, INC.

By: /s/ Gordon Bateman
  ---------------------------------

Name: Gordon Bateman
     ------------------------------

Title: Chief Administrative Officer
      -----------------------------

                                       7
<PAGE>   15
                                SHORT-TERM LOAN
                                PROMISSORY NOTE

May 20, 1999             $7,000,000.00             Maturity Date: June 21, 1999

Bank:                         Borrower:

NationsBank, N.A.             SCB Computer Technology, Inc.
6060 Poplar Avenue            Delta Software Systems, Inc.
Memphis, TN 38119             Technology Management Resources, Inc. f/k/a
                               TMR Acquisition, Inc.
                              Partners Capital Group, Inc.
                              Partners Resources, Inc.
                              1365 Brierbrook Road
                              Germantown, TN 38138



FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and
severally, if more than one) promises to pay to the order of Bank, its
successors and assigns, without set off, at its offices indicated at the
beginning of this Note, or at such other place as may be designated by Bank,
the principal amount of Seven Million and No/100 Dollars ($7,000,000.00) in
immediately available funds as set forth in that certain Second Amended and
Restated Loan Agreement dated July 31, 1998, as later modified by that certain
First Modification of Second Amended and Restated Loan Agreement dated September
15, 1998, and by that certain Second Modification of Second Amended and
Restated Loan Agreement of even date herewith (collectively the "Loan
Agreement"), together with interest computed daily on the outstanding principal
balance hereunder, at an annual interest rate, and in accordance with the
payment schedule, indicated below.

1. RATE. The unpaid principal balance of this Note from day to day outstanding
which is not past due shall bear interest at a rate per annum equal to Six and
42/100ths percent (6.42%).

The term "Maximum Rate" as used in this Note means the maximum nonusurious rate
of interest per annum permitted by whichever of applicable United States
federal law or the law of the state of Tennessee permits the higher interest
rate, including to the extent permitted by applicable law, any amendments
thereof hereafter or any new law hereafter coming into effect to the extent a
higher Maximum Rate is permitted thereby. The Maximum Rate shall be applied by
taking into account all amounts characterized by applicable law as interest on
the debt evidenced by this Note, so that the aggregate of all interest does not
exceed the maximum nonusurious amount permitted by applicable law.

Notwithstanding any provision of this Note, Bank does not intend to charge and
Borrower shall not be required to pay any amount of interest or other charges
in excess of the Maximum Rate; if any higher rate ceiling is lawful, then that
higher rate ceiling shall apply. Any payment in excess of such Maximum Rate
shall be refunded to Borrower or credited against principal, at the option of
Bank.

2. ANNUAL BASIS OR ACCRUAL METHOD. "Annual Basis" means computation of interest
at the Rate set forth above using a 365/360 day method (a daily amount of
interest is computed for a hypothetical year of 360 days; that amount is
multiplied by the actual number of days for which any principal is outstanding
hereunder).

3. PAYMENT SCHEDULE. All principal and interest thereon shall be due and
payable on June 21, 1999. All payments received hereunder shall be applied
first to the payment of any expense or charges payable hereunder or under any
other loan documents executed in connection with this Note, then to interest
due and payable, with the balance applied to principal, or in such other order
as Bank shall determine at its option.

                                       1
<PAGE>   16
4. WAIVERS, CONSENTS AND COVENANTS. Borrower, any indorse or guarantor hereof,
or any other party hereto (individually an "Obligor" and collectively
"Obligors") and each of them jointly and severally: (a) waive presentment,
demand, protest, notice of demand, notice of intent to accelerate, notice of
acceleration of maturity, notice of protest, notice of nonpayment, notice of
dishonor, and any other notice required to be given under the law to any
Obligor in connection with the delivery, acceptance, performance, default or
enforcement of this Note, any indorsement or guaranty of this Note, or any
other documents executed in connection with this Note or any other note or
other loan documents now or hereafter executed in connection with any
obligation of Borrower to Bank (the "Loan Documents"); (b) consent to all
delays, extensions, renewals or, in the case of any guarantor, other
modifications of this Note or the Loan Documents, or waivers of any term hereof
or of the Loan Documents, or release or discharge by Bank of any of Obligors,
or release, substitution or exchange of any security for the payment hereof, or
the failure to act on the part of Bank, or any indulgence shown by Bank
(without notice to or further assent from any of Obligors), and agree that no
such action, failure to act or failure to exercise any right or remedy by Bank
shall in any way affect or impair the obligations of any Obligors or be
construed as a waiver by Bank of, or otherwise affect, any of Bank's rights
under this Note, under any indorsement or guaranty of this Note or under any of
the Loan Documents; and (c) agree to pay, on demand, all costs and expenses of
collection or defense of this Note or of any indorsement or guaranty hereof
and/or the enforcement or defense of Bank's rights with respect to, or the
administration, supervision, preservation, or protection of, or realization
upon, any property securing payment hereof, including, without limitation,
reasonable attorney's fees, including fees related to any suit, mediation or
arbitration proceeding, out of court payment agreement, trial, appeal,
bankruptcy proceedings of other proceeding, in such amount as may be determined
reasonable by any arbitrator or court, whichever is applicable.

5. PREPAYMENTS. Prepayments may be made in whole or in part at any time without
penalty.

6. DELINQUENCY CHARGE. To the extent permitted by law, a delinquency charge may
be imposed in an amount not to exceed four percent (4%) of any payment that is
more than fifteen (15) days late.

7. EVENTS OF DEFAULT. The following are events of default hereunder: (a) the
failure to pay or perform any obligation, liability or indebtedness of any
Obligor to Bank, or to any affiliate or subsidiary of NationsBank Corporation,
whether under this Note, the Loan Agreement, or any of the other Loan
Documents, within fifteen (15) days of the date when due (whether upon demand,
at maturity or by acceleration); (b) the failure to pay or perform any other
material obligation, liability or indebtedness of any Obligor to any other
party; (c) the commencement of a proceeding against any Obligor for dissolution
or liquidation, the voluntary or involuntary termination or dissolution of any
Obligor for dissolution or liquidation, the voluntary or involuntary
termination or dissolution of any Obligor or the merger or consolidation of any
Obligor with or into another entity; (d) the insolvency of, the business
failure of, the appointment of a custodian, trustee, liquidator or receiver for
or for any of the property of, the assignment for the benefit of creditors by,
or the filing of a petition under bankruptcy, insolvency or debtor's relief law
or the filing of a petition for any adjustment of indebtedness, composition or
extension by or against any Obligor; (e) the determination by Bank that any
representation or warranty made to Bank by any Obligor in any Loan Documents or
otherwise is or was, when it was made, untrue or materially misleading; (f) the
failure of any Obligor to timely deliver such financial statements, including
tax returns, other statements of condition or other information, as Bank shall
request from time to time; or (g) the seizure of forfeiture of, or the issuance
of any writ of possession, garnishment or attachment, or any turnover order for
any property of any Obligor.

8. REMEDIES UPON DEFAULT. Whenever there is a default under this Note (a) the
entire balance outstanding hereunder and all other obligations of any Obligor
to Bank (however acquired or evidenced) shall, at the option of Bank, become
immediately due and payable and any obligation of Bank to permit further
borrowing under this Note shall immediately cease and terminate, and/or (b) to
the extent permitted by law, the Rate of interest on the unpaid principal shall
be increased at Bank's discretion up to the Maximum Rate, or if none, 25% per
annum (the "Default Rate"). The provisions herein for a Default Rate shall not
be deemed to extend the time for any payment hereunder or to constitute a "grace
period" giving Obligors a right to cure any default. At Bank's option, any
accrued and unpaid interest, fees or charges may, for purposes of computing  and
accruing interest on a daily basis after the due date of the Note or any
installment thereof, be deemed to be a part of the principal balance, and
interest shall accrue on a daily compounded basis after such date at the Default
Rate provided in this Note until the entire outstanding balance of principal and
interest is paid in full. Upon a default under this Note, Bank is hereby
authorized at any time, at its option and without notice or demand, to set off
and charge against any deposit accounts of any Obligor, (as well as any money,
instruments, securities, documents, chattel paper, credits, claims, demands,
income and any other property, rights and interests of any Obligor), which at
any time shall come into the possession or custody or under the control of Bank
or any of its agents, affiliates or correspondents, any and all obligations due
hereunder. Additionally, Bank shall have all rights and remedies available under
each of the Loan Documents, as well as all rights and remedies available at law
or in equity.



                                       2
<PAGE>   17
9. NON-WAIVER. The failure at any time of Bank to exercise any of its options
or any other rights hereunder shall not constitute a waiver thereof, nor shall
it be a bar to the exercise of any of its options or rights at a later date.
All rights and remedies of Bank shall be cumulative and may be pursued singly,
successively or together, at the option of Bank. The acceptance by Bank of any
partial payment shall not constitute a waiver of any default or of any of
Bank's rights under this Note. No waiver of any of its rights hereunder, and no
modification or amendment of this Note, shall be deemed to be made by Bank
unless the same shall be in writing, duly signed on behalf of Bank; each such
waiver shall apply only with respect to the specific instance involved, and
shall in no way impair the rights of Bank or the obligations of Obligors to
Bank in any other respect at any other time.

10. APPLICABLE LAW, VENUE AND JURISDICTION. This Note and the rights and
obligations of Borrower and Bank shall be governed by and interpreted in
accordance with the law of the State of Tennessee. In any litigation in
connection with or to enforce this Note or any indorsement or guaranty of this
Note or any Loan Documents, Obligors, and each of them, irrevocably consent to
and confer personal jurisdiction on the courts of the State of Tennessee or the
United States located within the State of Tennessee and expressly waive any
objections as to venue in any such courts. Nothing contained herein shall,
however, prevent Bank from bringing any action or exercising any rights within
any other state or jurisdiction or from obtaining personal jurisdiction by any
other means available under applicable law.

11. PARTIAL INVALIDITY. The unenforceability or invalidity of any provision of
this Note shall not affect the enforceability or validity of any other
provision herein and the invalidity or unenforceability of any provision of
this Note or of the Loan Documents to any person or circumstance shall not
affect the enforceability or validity of such provision as it may apply to
other persons or circumstances.

12. BINDING EFFECT. This Note shall be binding upon and inure to the benefit of
Borrower, Obligors and Bank and their respective successors, assigns, heirs and
personal representatives, provided, however, that no obligations of Borrower or
Obligors hereunder can be assigned without prior written consent of Bank.

13. CONTROLLING DOCUMENT. To the extent that this Note conflicts with or is in
any way incompatible with any other document related specifically to the loan
evidenced by this Note, this Note shall control over any other such document,
and if this Note does not address an issue, then each other such document shall
control to the extent that it deals most specifically with an issue.

14. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR
ANY SUCCESSOR THEREOF ("J.A.M.S.") AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY
PARTY TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING
A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER
SUCH ACTION.

A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF ANY
BORROWER'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT
OR DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION,
THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS
WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL BE DEEMED
TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12
U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT
LIMITED TO)





                                       3
<PAGE>   18
SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL, OR
(C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT
LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A
RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY,
OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE
PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS INSTRUMENT,
AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR THE
INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL OR
ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

Borrower represents to Bank that the proceeds of this loan are to be used
primarily for business, commercial or agricultural purposes. Borrower
acknowledges having read and understood, and agrees to be bound by, all terms
and conditions of this Note.

NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


<TABLE>
<S>                                               <C>
SCB COMPUTER TECHNOLOGY, INC.                     DELTA SOFTWARE SYSTEMS, INC.
By: /s/ Gary E. McCarter                          By: /s/ Gary E. McCarter
   --------------------------------                   -------------------------------
Name: Gary E. McCarter                            Name: Gary E. McCarter
      -----------------------------                          ------------------------
Title: Chief Financial Officer                    Title: Chief Financial Officer
       ----------------------------                           -----------------------
By: /s/ Gordon Bateman                            By: /s/ Gordon Bateman
   --------------------------------                  --------------------------------
Name: Gordon Bateman                              By: Gordon Bateman
      -----------------------------                        --------------------------
Title: Chief Administrative Officer               Title: Chief Administrative Officer
       ----------------------------                      ----------------------------

TECHNOLOGY MANAGEMENT RESOURCES, INC. f/k/a
TMR ACQUISITION, INC.                             PARTNERS CAPITAL GROUP, INC.
By: /s/ Gary E. McCarter                          By: /s/ Gary E. McCarter
   --------------------------------                  --------------------------------
Name: Gary E. McCarter                            Name: Gary E. McCarter
      -----------------------------                          ------------------------
Title: Chief Financial Officer                    Title: Chief Financial Officer
       ----------------------------                           -----------------------
By: /s/ Gordon Bateman                            By: /s/ Gordon Bateman
   --------------------------------                  --------------------------------
Name: Gordon Bateman                              By: Gordon Bateman
      -----------------------------                        --------------------------
Title: Chief Administrative Officer               Title: Chief Administrative Officer
       ----------------------------                      ----------------------------


PARTNERS RESOURCES, INC.
By: /s/ Gary E. McCarter
   --------------------------------
Name: Gary E. McCarter
      -----------------------------
Title: Chief Financial Officer
       ----------------------------
By: /s/ Gordon Bateman
   --------------------------------
Name: Gordon Bateman
      -----------------------------
</TABLE>








                                       4
<PAGE>   19
NATIONSBANK, N.A.


                      THIRD MODIFICATION OF SECOND AMENDED
                          AND RESTATED LOAN AGREEMENT

     THIS THIRD MODIFICATION OF SECOND AMENDED AND RESTATED LOAN AGREEMENT
("Section Modification") made and entered into as of the 21st day of June, 1999,
by and among NATIONSBANK, N.A., a national banking association ("Bank"), and SCB
COMPUTER TECHNOLOGY, INC., a Tennessee corporation, DELTA SOFTWARE SYSTEMS,
INC., a Tennessee corporation, TECHNOLOGY MANAGEMENT RESOURCES, INC. f/k/a TMR
ACQUISITION, INC., a Tennessee corporation, PARTNERS CAPITAL GROUP, INC., a
California corporation, and PARTNERS RESOURCES, INC., an Arizona corporation
(collectively "Borrower").

                                   RECITALS:

     A. Borrower has previously obtained from Bank a revolving term loan
facility (the "Revolving Loan") in the principal amount of $30,000,000 and a
term loan facility (the "Term Loan") in the principal amount of $15,000,000 and
a short-term loan (the "Short-Term Loan") in the principal amount of $7,000,000.

     B. The terms and conditions of the Revolving Loan and the Term Loan are set
forth in that certain Second Amended and Restated Loan Agreement dated July 31,
1998, as modified by that certain First Modification of Second Amended and
Restated Loan Agreement dated September 15, 1998, and by that certain Second
Modification of Second Amended and Restated Loan Agreement dated May 20, 1999
(hereinafter as hereafter modified or amended collectively referred to as the
"Agreement").

     C. Borrower has asked Bank for an additional short-term loan in the
principal amount of $7,000,000 the proceeds of which will be used to repay the
Short-Term Loan and Bank is willing to make such additional short-term loan to
Borrower pursuant to the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, Bank
and Borrower agree as follows:

     1.  Section 1.K. of the Agreement is hereby deleted in its entirety and
substituted in place thereof shall be the following:

          K. LOANS: The Revolving Loan, the Term Loan, the Short-Term Loan and
     the Replacement Short-Term Loan and any subsequent loan which states that
     it is subject to this Agreement.


<PAGE>   20
         2.       Section 1.X. of the Agreement is hereby deleted in its
entirety and substituted in place thereof shall be the following:

                  X.       Notes: The Revolving Note, the Term Note, the Short-
         Term Note and the Replacement Short-Term Note.

         3.       Section 1 of the Agreement is hereby amended to add the
following terms:

                  BB.      REPLACEMENT SHORT-TERM LOAN. The Replacement Short-
         Term Loan as described in Section 2 hereof.

                  CC.      REPLACEMENT SHORT-TERM LOAN. The promissory note
         evidencing the Replacement Short-Term Loan.

         4.       Section 2 of the Agreement is hereby amended to add the
following paragraphs:

                  C.       REPLACEMENT SHORT-TERM LOAN. Bank hereby agrees to
make a short-term loan to Borrower in the principal amount of Seven Million and
no/100 Dollars ($7,000,000.00). The obligation to repay the Replacement
Short-Term Loan is evidenced by a promissory note dated June 21, 1999, (the
promissory note together with any and all renewals, extensions or
rearrangements thereof being hereafter collectively referred to as the
"Replacement Short-Term Note") having a maturity date, repayment terms and
interest rate as set forth in the Replacement Short-Term Note.

                           (i) PURPOSE. The Replacement Short-Term Loan shall be
         used by Borrower to repay the Short-Term Loan.

                           (ii) COLLATERAL. The Replacement Short-Term Loan
         shall be secured by the Collateral described in the Security Agreement.

                           (iii) EXTENSION FEE. Borrower will pay an extension
         fee of Fifty-Two Thousand Five Hundred and no/100 ($52,500.00) on the
         maturity date of the Replacement Short-Term Note; provided, however,
         this fee shall be waived should Borrower repay the Replacement Short-
         Term Note through an extension of credit arranged or provided by Bank.

         5.       ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE
PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO
THIS INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS
OR DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT,
SHALL BE DETERMINED BY BINDING


                                       2

<PAGE>   21
ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT
APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR
THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR ANY SUCCESSOR
THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF
ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY
ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO
THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING,
TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT
APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.

         A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF
MEMPHIS, TENNESSEE, AT TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT OR
DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN
THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL
BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

         B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL
BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS ARBITRATION PROVISION; OR
(II) BE A WAIVER BY THE BANK OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C.
SECTION 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT
OF THE BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED
TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER. THE BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.


                                       3
<PAGE>   22
     6.   NOTICE OF FINAL AGREEMENT. This Agreement embodies the entire
agreement and understanding between the parties with respect to modifications of
documents provided for herein and supersedes all prior conflicting or
inconsistent agreements, consents and understandings relating to such subject
matter.

     IN WITNESS WHEREOF, the parties have executed this Third Modification of
Second Amended and Restated Loan Agreement as of the date first above written.

BORROWER:                                    BANK:

SCB COMPUTER TECHNOLOGY, INC.                NATIONSBANK, N.A.

By: /s/ Gary E. McCarter                     By:
    -------------------------------             -------------------------

Name: Gary E. McCarter                       Name:
      -----------------------------               -----------------------

Title: Chief Financial Officer               Title:
       ----------------------------                ----------------------


By: /s/ Gordon Bateman
    -------------------------------

Name: Gordon Bateman
      -----------------------------

Title: Chief Administrative Officer
       ----------------------------


DELTA SOFTWARE SYSTEMS, INC.

By: /s/ Gary E. McCarter
    -------------------------------

Name: Gary E. McCarter
      -----------------------------

Title: Chief Financial Officer
       ----------------------------


By:    /s/ Gordon Bateman
    -------------------------------

Name:  Gordon Bateman
      -----------------------------

Title: Chief Administrative Officer
       ----------------------------

                                       4

<PAGE>   23
TECHNOLOGY MANAGEMENT RESOURCES, INC.
f/k/a TMR ACQUISITION, INC.


By: /s/ Gary E. McCarter
    -------------------------------

Name: Gary E. McCarter
      -----------------------------

Title: Chief Financial Officer
       ----------------------------


By:    /s/ Gordon Bateman
    -------------------------------

Name:  Gordon Bateman
      -----------------------------

Title: Chief Administrative Officer
       ----------------------------


PARTNERS CAPITAL GROUP, INC.

By: /s/ Gary E. McCarter
    -------------------------------

Name: Gary E. McCarter
      -----------------------------

Title: Chief Financial Officer
       ----------------------------


By:    /s/ Gordon Bateman
    -------------------------------

Name:  Gordon Bateman
      -----------------------------

Title: Chief Administrative Officer
       ----------------------------

                                       5

<PAGE>   24
PARTNERS RESOURCES, INC.

By: /s/ Gary E. McCarter
    -------------------------------

Name: Gary E. McCarter
      -----------------------------

Title: Chief Financial Officer
       ----------------------------


By:    /s/ Gordon Bateman
    -------------------------------

Name:  Gordon Bateman
      -----------------------------

Title: Chief Administrative Officer
       ----------------------------

                                       6