SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported)
                                 April 30, 1998

                          Triangle Imaging Group, Inc.,
             (Exact name of registrant as specified in its charter)


  Florida                         2-96392-A                       59-2493183
 (State or other                 (Commission                  (IRS Employer
 jurisdiction  of                File  Number)                Identification
   formation)                                                       No.)




               4400 West Sample Road, Coconut Creek, Florida 33073
               (Address of principal executive offices) (Zip Code)



       Registrant's telephone number, including area code (954) 968-2080


         _____________________________________________________________
         (Former name or former address, if changes since last report)

         _____________________________________________________________




<PAGE>

Item 2.  Acquisition or Disposition of Assets.

Acquisition of Credit Bureau Services

         On April  30,  1998,  an  Agreement  and Plan of  Merger  (the  "Merger
Agreement") was executed by and among Triangle Imaging Group, Inc. ("Triangle"),
QuickCredit  Corp., a wholly owned subsidiary of Triangle  ("QuickCredit"),  CBS
Acquisition  Corp,  an indirect  wholly owned  subsidiary  of Triangle  ("CAC"),
Credit Bureau  Services,  Inc.  ("CBS") and Kim A. Naimoli and Steven P. Naimoli
(collectively,  the  "Shareholders"),  pursuant to which CBS was merged with and
into CAC (the "Merger"). CBS compiles,  organizes and sells comprehensive credit
reports to its customers.

         As  consideration  for the  surrender  and exchange of all  outstanding
shares of capital stock of CBS by the Shareholders, QuickCredit (i) paid $50,000
in immediately  available funds, (ii) agreed to pay $25,000 on the date which is
180 days following the date of closing (the "Closing Date"), (iii) agreed to pay
$25,000 on the date which is 270 days following the Closing Date, (iv) delivered
245,000 shares of Triangle's Common Stock (the "Triangle Shares"), 50,000 shares
of which were  delivered to an escrow agent to be held for the benefit of and to
be released to  QuickCredit,  subject to certain  conditions,  in the event of a
breach of any  representation  or warranty of the Shareholders  contained in the
Merger Agreement, and (v) agreed to pay an amount in immediately available funds
equal to the net receivables of CBS (amounts  actually  collected  during the 90
day period  following the Closing Date less trade payables and other expenses of
CBS as of the  Closing  Date).  In  addition,  in the event that the closing bid
price for the shares of Common Stock of Triangle is less than $3.00 for not less
than five  consecutive  trading  days during the one year period  following  the
Closing Date, the Shareholders  have the right to require Triangle to repurchase
the Triangle Shares at a purchase price of $3.00 per share,  subject, in certain
cases, to adjustment.  The Merger  Agreement  contains other customary terms and
provisions, including representations, warranties, covenants and conditions. The
Merger will be accounted for under the purchase method of accounting.

          In connection with the Merger, CAC entered into employment  agreements
(the  "Employment  Agreements")  with the  Shareholders.  Under the terms of the
Employment  Agreements,  the Shareholders shall for a period of two years manage
the  business of CAC and report to the  President  of  Quickcredit.  Each of the
Shareholders shall earn a base salary of $60,000 and $36,000, respectively, plus
increases and bonuses based upon performance.  The Employment Agreements contain
other customary terms and conditions.

Acquisition of Florida Credit Bureau, Inc.

         On May  22,  1998,  an  Agreement  and  Plan  of  Merger  (the  "Merger
Agreement") was executed by and among Triangle Imaging Group, Inc. ("Triangle"),
QuickCredit  Corp., a wholly owned subsidiary of Triangle  ("QuickCredit"),  FCB
Acquisition  Corp,  an indirect  wholly owned  subsidiary  of Triangle  ("FAC"),
Florida Credit  Bureau,  Inc.  ("FCB") and Howard M. Watch (the  "Shareholder"),
pursuant to which FCB was merged with and into FAC (the "Merger"). FCB compiles,
organizes and sells comprehensive credit reports to its customers.

As  consideration  for the surrender and exchange of all  outstanding  shares of
capital  stock  of FCB by the  Shareholder,  QuickCredit  (i) paid  $150,000  in
immediately  available funds,  (ii) delivered 50,000 shares of Triangle's Common
Stock (the  "Triangle  Shares"),  20,000  shares of which were  delivered  to an
escrow  agent to be held for the benefit of and to be  released to  QuickCredit,
subject to certain conditions, in the event of a breach of any representation or
warranty of the Shareholder contained in the Merger Agreement,  and (iii) agreed
to pay an amount in immediately  available funds equal to the net receivables of
FCB (amounts  actually  collected during the 90 day period following the Closing
Date less trade  payables and other  expenses of FCB as of the Closing  Date) In
addition, in the event that the closing bid price for the shares of Common Stock
of Triangle is less than $3.00 for not less than five  consecutive  trading days
during the one year period following the Closing Date, the Shareholders have the
right to require  Triangle to repurchase the Triangle Shares at a purchase price
of $3.00 per  share,  subject,  in  certain  cases,  to  adjustment.  The Merger
Agreement   contains   other   customary   terms   and   provisions,   including
representations,  warranties,  covenants  and  conditions.  The  Merger  will be
accounted for under the purchase method of accounting.

          In  connection  with  the  Merger,  FAC  entered  into  an  employment
agreement (the "Employment Agreement") with the Shareholder.  Under the terms of
the Employment Agreement,  the Shareholder shall for a period of one year manage
the business of FAC and report to the President of QuickCredit.  The Shareholder
shall earn a base salary of $60,000.  The  Employment  Agreement  contains other
customary terms and conditions.

Acquisition of EJG Services, Inc.

         On  May  22,1998,   an  Agreement  and  Plan  of  Merger  (the  "Merger
Agreement")  was  executed  by and  among  Triangle  Imaging  Group,  Inc.  (the
"Triangle"),   QuickCredit   Corp.,  a  wholly  owned   subsidiary  of  Triangle
("QuickCredit"),  EJG Acquisition  Corp, an indirect wholly owned  subsidiary of
Triangle   ("EAC"),   EJG  Services,   Inc.  ("EJG")  and  Keith  Giordano  (the
"Shareholder"),  pursuant  to  which  EJG was  merged  with  and  into  EAC (the
"Merger"). EAC compiles, organizes and sells comprehensive credit reports to its
customers.

         As  consideration  for the  surrender  and exchange of all  outstanding
shares of capital stock of EJG by the Shareholder,  QuickCredit (i) paid $50,000
in immediately  available funds, (ii) agreed to pay $25,000 on the date which is
180 days following the date of closing (the "Closing Date"), (iii) agreed to pay
$25,000 on the date which is 270 days following the Closing Date, (iv) delivered
200,000 shares of Triangle's Common Stock (the "Triangle Shares"), 50,000 shares
of which were  delivered to an escrow agent to be held for the benefit of and to
be released to  QuickCredit,  subject to certain  conditions,  in the event of a
breach of any  representation  or warranty of the  Shareholder  contained in the
Merger Agreement, and (v) agreed to pay an amount in immediately available funds
equal to the net receivables of EJG (amounts  actually  collected  during the 90
day period  following the Closing Date less trade payables and other expenses of
CBS as of the  Closing  Date).  In  addition,  in the event that the closing bid
price for the shares of Common Stock of Triangle is less than $3.00 for not less
than five  consecutive  trading  days during the one year period  following  the
Closing Date, the Shareholders  have the right to require Triangle to repurchase
the Triangle Shares at a purchase price of $3.00 per share,  subject, in certain
cases, to adjustment.  The Merger  Agreement  contains other customary terms and
provisions, including representations, warranties, covenants and conditions. The
Merger will be accounted for under the purchase method of accounting.

          In  connection  with  the  Merger,  EAC  entered  into  an  employment
agreement (the "Employment Agreement") with the Shareholder.  Under the terms of
the Employment Agreement, the Shareholder shall for a period of two years manage
the business of EAC and report to the President of QuickCredit.  The Shareholder
shall earn a base  salary of  $60,000  plus  increases  and  bonuses  based upon
performance.  The  Employment  Agreement  contains  other  customary  terms  and
conditions.

Acquisition of Tri-Max Systems, Inc.

         On May  29,1998,  a  Stock  Purchase  Agreement  (the  "Stock  Purchase
Agreement") was executed by and among Triangle Imaging Group, Inc. ("Triangle"),
Thomas  Secreto  ("Secreto")  and Arthur  Marino  ("Marino"),  pursuant to which
Triangle acquired all of the outstanding capital stock of Tri-Max Systems,  Inc.
("Tri-Max").  Tri-Max  provides  computer  integration  consulting  services  to
companies in various industries.

         In  exchange  for all of the  outstanding  capital  stock  of  Tri-Max,
Triangle  paid an aggregate of 260,000  shares of  Triangle's  Common Stock (the
"Triangle  Shares").  The Stock Purchase  Agreement contains customary terms and
provisions, including representations, warranties, covenants and conditions.

          In connection  with the  acquisition,  Tri-Max entered into employment
agreements (the "Employment  Agreements") with each of Secreto and Marino. Under
the terms of the Employment Agreements, Secreto and Marino shall for a period of
two years serve as the President and Vice President, respectively of Tri-Max and
report to the President of Triangle. Each of Secreto and Marino shall (i) earn a
base salary of $97,000 plus  increases  and bonuses based upon  performance  and
(ii) receive options to purchase 100,000 shares of Triangle's Common Stock at an
exercise  price of $4.00,  one half of which shall vest on each of the first two
annual anniversaries  following date of grant. The Employment Agreements contain
other customary terms and conditions.

Acquisition of Multitask Computer Systems, Inc.

         On May  29,1998,  a  Stock  Purchase  Agreement  (the  "Stock  Purchase
Agreement")  was  executed  by  and  between   Triangle   Imaging  Group,   Inc.
("Triangle") and Marios Roussos ("Roussos"), pursuant to which Triangle acquired
all of the  outstanding  capital  stock  of  Multitask  Computer  Systems,  Inc.
("Multitask").  Multiask provides computer  integration  consulting  services to
companies in various industries.

         In exchange  for all of the  outstanding  capital  stock of  Multitask,
Triangle  paid an aggregate of 130,000  shares of  Triangle's  Common Stock (the
"Triangle  Shares").  The Stock Purchase  Agreement contains customary terms and
provisions, including representations, warranties, covenants and conditions.

In connection with the acquisition, Tri-Max entered into an employment agreement
(the  "Employment  Agreement")  with Roussos.  Under the terms of the Employment
Agreement,  Roussos shall for a period of two years serve as the Vice  President
of Tri-Max?  and report to the President and Chief Executive Officer of Tri-Max.
Roussos shall (i) earn a base salary of $97,000 plus increases and bonuses based
upon  performance  and (ii)  receive  options  to  purchase  100,000  shares  of
Triangle's  Common Stock at an exercise price of $4.00,  one half of which shall
vest on each of the first two annual anniversaries  following date of grant. The
Employment Agreement contain other customary terms and conditions.


Item 7.   Financial Statements and Exhibits.

(a)      Financial Statements of Business Acquired.

         The Registrant intends to file required financial statement  disclosure
within 60 days  following  the date on which this Report on Form 8-K is required
to be filed.

(c)      Exhibits.

     (i) Agreement and Plan of Merger and  Reorganization  dated as of April 30,
1998  by  and  among  Triangle  Imaging  Group,  Inc.,  QuickCREDIT  Corp.,  CBS
Acquisition Corp., Credit Bureau Services,  Inc., and the Shareholders of Credit
Bureau Services, Inc.

     (ii)  Agreement and Plan of Merger and  Reorganization  dated as of May 22,
1998  by  and  among  Triangle  Imaging  Group,  Inc.,  QuickCREDIT  Corp.,  EJG
Acquisition  Corp., EJG Services,  Inc. d/b/a Universal  Mortgage  Reporting,  a
Missouri corporation, and the Shareholders of EJG Services, Inc. d/b/a Universal
Mortgage Reporting.

     (iii) Agreement and Plan of Merger and  Reorganization  dated as of May 22,
1998  by  and  among  Triangle  Imaging  Group,  Inc.,  QuickCREDIT  Corp.,  FCB
Acquisition Corp., and the Shareholders of Florida Credit Bureau, Inc.

     (iv) Stock Purchase  Agreement dated as of May 29, 1998 by and among Thomas
Secreto, Arthur Marino and Triangle Imaging Group, Inc.

     (v) Stock Purchase Agreement dated as of May 29, 1998 by and between Marios
Roussos and Triangle Imaging Group, Inc.



<PAGE>


                                   SIGNATURES



                  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.



                                    TRIANGLE IMAGING GROUP, INC.




                                 By:____________________________________________
                                    Vito A. Bellezza
                                    Chief Executive Officer and
                                    Chief Financial Officer


Dated:    June ____, 1998



<PAGE>


                                                                     EXHIBIT 2.1



                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

                                  by and among:


              TRIANGLE IMAGING GROUP, INC., a Florida corporation,

                    QUICKCREDIT CORP., a Florida corporation,

                  CBS ACQUISITION CORP., a Florida corporation,

               CREDIT BUREAU SERVICES, INC., a Florida corporation

                                       and

                THE SHAREHOLDERS of CREDIT BUREAU SERVICES, INC.


                           __________________________

                           Dated as of April 30, 1998
                           __________________________




<PAGE>





                  Table of Contents                                         Page

Section 1.        DESCRIPTION OF TRANSACTION...................................1
         1.1      Merger of CBS with CAC.......................................1
         1.2      Effect of Merger.............................................1
         1.3      Closing; Effective Time......................................2
         1.4      Articles of Incorporation and Bylaws;
                  Directors and Officers.......................................2
         1.5      Conversion of Shares.........................................2
         1.6      Closing of Transfer Books of CBS.............................2
         1.7      Exchange of Certificates.....................................3
         1.8      Merger Consideration.........................................4
         1.9      Right to Obligate Triangle to
                  Repurchase Merger Shares.....................................5
         1.10     Tax Consequences.............................................6
         1.11     Further Action...............................................6

Section 2.        REPRESENTATIONS AND WARRANTIES OF CBS
                  AND THE SHAREHOLDERS.........................................6
         2.1      Due Organization and Qualification6
         2.2      Capitalization...............................................6
         2.3      Options or Other Rights......................................7
         2.4      Subsidiaries and Investments.................................7
         2.5      Charter and Bylaws...........................................7
         2.6      Books and Records............................................7
         2.7      Authority; Binding Nature of Agreement.......................7
         2.8      Financial Statements.........................................8
         2.9      Absence of Undisclosed Liabilities...........................9
         2.10     Absence of Changes...........................................9
         2.11     Legal Proceedings; Orders...................................11
         2.12     Tax Matters.................................................11
         2.13     Title to Assets.............................................12
         2.14     Compliance with Legal Requirements..........................13
         2.15     Contracts...................................................13
         2.16     Leases......................................................15
         2.17     Accounts and Notes Receivable...............................15
         2.18     Fixed Assets................................................15
         2.19     Trade Names and Other Intangibles...........................16
         2.20     Suppliers and Customers.....................................16
         2.21     Payment of Wages and Salary.................................16
         2.22     Employee Benefit Plans......................................17
         2.23     Insurance...................................................18
         2.24     Environmental Matters.......................................18
         2.25     Officers, Directors and Key Employees.......................19
         2.26     Restrictive Documents.......................................20
         2.27     Licenses....................................................20
         2.28     Transactions with Affiliated Parties........................20
         2.29     Bank Accounts and Powers of Attorney........................20
         2.30     Warranties..................................................20
         2.31     Assets Complete.............................................20
         2.32     No Changes Prior to Closing Date............................20
         2.33     Disclosure..................................................21
         2.34     Broker's or Finder's Fees...................................21
         2.35     Copies of Documents.........................................21

Section 3.        REPRESENTATIONS AND WARRANTIES OF TRIANGLE,
                  QUICKCREDIT AND CAC.........................................22
         3.1      Due Organization and Qualification..........................22
         3.2      Charter and By-Laws.........................................22
         3.3      Authority; Binding Nature of Agreement......................22
         3.4      Legal Proceedings; Orders...................................23
         3.5      SEC Filings; Financial Statements...........................23
         3.6      Valid Issuance..............................................24
         3.7      Broker's or Finder's Fees...................................24
         3.8      Broker's or Finder's Fees...................................24

Section 4.        CERTAIN COVENANTS OF CBS AND THE SHAREHOLDERS...............24
         4.1      Access and Investigation....................................24
         4.2      Operation of the Business of CBS............................25
         4.3      Notification; Updates to Schedules..........................26
         4.4      Pooling of Interests........................................27
         4.5      No Negotiation..............................................27

Section 5.        ADDITIONAL COVENANTS OF THE PARTIES.........................27
         5.1      Filings and Consents........................................27
         5.2      Public Announcements........................................28
         5.3      Best Efforts................................................28
         5.4      Employment Agreements.......................................28
         5.5      Restrictive Covenants Agreements............................28
         5.6      Release.....................................................28
         5.7      Share Subscription Agreement................................28
         5.8      Termination of Employee Plans...............................28
         5.9      Lease Agreement.............................................28
         5.10     Payment of Notes; Guaranty..................................29

Section 6.        CONDITIONS PRECEDENT TO OBLIGATIONS OF
                  TRIANGLE, QUICKCREDIT AND CAC...............................29
         6.1      Accuracy of Representations.................................29
         6.2      Performance of Covenants....................................29
         6.3      Consents....................................................29
         6.4      Agreements and Documents....................................29
         6.5      No Material Adverse Change..................................30
         6.6      Termination of Employee Plans...............................30
         6.7      Pooling Letter..............................................30
         6.8      Rule 506....................................................30
         6.9      No Restraints...............................................30
         6.10     No Legal Proceedings........................................31
         6.11     Completion of Due Diligence.................................31
         6.12     Certificates of Merger......................................31

Section 7.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CBS
                  AND THE SHAREHOLDERS........................................31
         7.1      Accuracy of Representations.................................31
         7.2      Performance of Covenants....................................31
         7.3      Consents....................................................31
         7.4      Agreements and Documents....................................31
         7.5      Cash Consideration..........................................32
         7.6      No Restraints...............................................32
         7.7      Certificates of Merger......................................32

Section 8.        TERMINATION.................................................32
         8.1      Termination Events..........................................32
         8.2      Termination Procedures......................................33
         8.3      Effect of Termination.......................................33

Section 9.        INDEMNIFICATION, ETC........................................33
         9.1      Survival of Representations and Warranties..................33
         9.2      Shareholders' Indemnity Agreement...........................33
         9.3      Indemnity Agreement of QuickCREDIT
                  and the Surviving Corporation...............................34
         9.4      Indemnification Procedure...................................35
         9.5      Pledge of Stock as Security.................................36
         9.6      Set-off.....................................................36

Section 10.       MISCELLANEOUS PROVISIONS....................................36
         10.1     Further Assurances..........................................36
         10.2     Fees and Expenses...........................................36
         10.3     Attorneys' Fees.............................................37
         10.4     Notices.....................................................37
         10.5     Time of the Essence.........................................38
         10.6     Headings....................................................38
         10.7     Counterparts................................................38
         10.8     Governing Law...............................................38
         10.9     Successors and Assigns......................................38
         10.10    Remedies Cumulative; Specific Performance...................38
         10.11    Waiver......................................................39
         10.12    Amendments..................................................39
         10.13    Severability................................................39
         10.14    Parties in Interest.........................................39
         10.15    Entire Agreement............................................39
         10.16    Construction................................................40


                                LIST OF EXHIBITS

Exhibit A         --   Shareholders of CBS
Exhibit B         --   Certain Definitions Used in this Agreement
Exhibit C         --   Directors and Officers of the Surviving Corporation
Exhibit D         --   Form of Employment Agreements
Exhibit E         --   Form of Restrictive Covenants Agreement
Exhibit F         --   Form of Release
Exhibit G         --   Form of Share Subscription Agreement
Exhibit H         --   Form of Lease Agreement
Exhibit I         --   Form of Guaranty
Exhibit J         --   Form of Opinion of Counsel to CBS and the Shareholders
Exhibit K         --   Form of Opinion of Counsel to Triangle,
                       QuickCREDIT and CAC
Exhibit L         --   Form of Escrow Agreement


                                LIST OF SCHEDULES

Schedule 2.1         --   Due Organization and Qualification
Schedule 2.2         --   Capitalization
Schedule 2.3         --   Options or Other Rights
Schedule 2.5         --   Charter and Bylaws
Schedule 2.7         --   Authority; Binding Nature of Agreement
Schedule 2.8         --   Financial Statements
Schedule 2.10        --   Absence of Changes
Schedule 2.11        --   Legal Proceedings; Orders
Schedule 2.12        --   Tax Matters
Schedule 2.13        --   Title to Assets
Schedule 2.14        --   Compliance with Legal Requirements
Schedule 2.15        --   Contracts
Schedule 2.16        --   Leases
Schedule 2.18        --   Fixed Assets
Schedule 2.19        --   Trade Names and Other Intangibles
Schedule 2.20        --   Suppliers and Customers
Schedule 2.22        --   Employee Benefit Plans
Schedule 2.23        --   Insurance
Schedule 2.24        --   Environmental Matters
Schedule 2.25        --   Officers, Directors and Key Employees
Schedule 2.27        --   Licenses
Schedule 2.28        --   Transactions with Affiliated Parties
Schedule 2.29        --   Bank Accounts and Powers of Attorney
Schedule 2.30        --   Warranties

Schedule 3.2         --   Charter and Bylaws
Schedule 3.4         --   Legal Proceedings; Orders


<PAGE>




                AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

         THIS  AGREEMENT  AND  PLAN OF  MERGER  AND  REORGANIZATION  is made and
entered into as of this 30th day of April,  1998, by and among TRIANGLE  IMAGING
GROUP, INC., a Florida  corporation  ("Triangle");  QUICKCREDIT CORP., a Florida
corporation  and a  wholly-owned  subsidiary  of Triangle  ("QuickCREDIT");  CBS
Acquisition  Corp.,  a  Florida  corporation  and  wholly-owned   subsidiary  of
QuickCREDIT  ("CAC");  CREDIT  BUREAU  SERVICES,  INC.,  a  Florida  corporation
("CBS"), Steven P. Naimoli and Kim A. Naimoli, individual residents of the State
of Florida (the  "Shareholders").  Each of the Shareholders and their respective
ownership interests in CBS are set forth in Exhibit A. Certain capitalized terms
used in this Agreement are defined in Exhibit B.

                                    RECITALS:

         A. The parties  intend to effect a merger of CBS with and into CAC (the
"Merger") in accordance with this Agreement and the Florida Business Corporation
Act (the "FBCA").  Upon consummation of the Merger, CBS will cease to exist, and
CAC will continue to exist as the surviving corporation of the Merger.

         B. It is intended that the Merger qualify as a tax-free  reorganization
within the meaning of Section 368(a) of the Code.

         C. This  Agreement  has been  adopted and  approved  by the  respective
boards of directors of Triangle,  QuickCREDIT and CAC and the board of directors
of CBS and the Shareholders.

         D. The  capitalization of CBS consists of 1,000 shares of voting common
stock,  $5.00 par  value  per  share,  of which  1,000  shares  are  issued  and
outstanding (the "CBS Common Stock").

         E.  It is  intended  that  the  Merger  be  treated  as a  "pooling  of
interests" under generally accepted accounting principles and SEC rules.

                                   AGREEMENT:

         The parties to this Agreement agree as follows:

Section 1.         DESCRIPTION OF TRANSACTION

Section 1.1 Merger of CBS with CAC. Upon the terms and subject to the conditions
set forth in this Agreement, at the Effective Time, CBS shall be merged with and
into CAC, and the separate  existence of CAC shall cease.  CAC will  continue as
the surviving corporation in the Merger (the "Surviving Corporation").

Section  1.2 Effect of Merger.  The Merger  shall have the  effects set forth in
this Agreement and in the applicable provisions of the FBCA.

Section 1.3  Closing;  Effective  Time.  The  consummation  of the  transactions
contemplated by this Agreement (the  "Closing")  shall take place at the offices
of QuickCREDIT,  4400 West Sample Road, Suite 228, Coconut Creek, Florida 33073,
at 1:00 p.m. local time on April 30, 1998, or at such other time and date during
the period from May 1, 1998 through May 31, 1998 as the parties shall  designate
(the  "Scheduled  Closing  Time";  the date on which the Closing  actually takes
place is referred to in this Agreement as the "Closing Date"). Contemporaneously
with or as  promptly  as  practicable  after the  Closing,  a properly  executed
certificate of merger (the  "Certificate  of Merger") for the merger of CBS with
CAC,  conforming  to the  requirements  of the  FBCA,  shall be  filed  with the
Secretary  of State of the State of Florida  (the  "Secretary  of  State").  The
Merger  shall take effect at the time such  Certificate  of Merger is filed with
the Secretary of State (the "Effective Time").

Section 1.4 Articles of Incorporation and Bylaws; Directors and Officers. Unless
the parties agree otherwise prior to the Effective Time:

(a) the  Articles of  Incorporation  of CAC shall  continue  as the  Articles of
Incorporation of the Surviving Corporation;

(b) the Bylaws of CAC shall continue as the Bylaws of the Surviving Corporation;

(c) the directors and officers of the Surviving  Corporation  immediately  after
the Effective Time shall be the individuals identified on Exhibit C; and

(d) the Surviving  Corporation  shall change its name to Credit Bureau Services,
Inc. promptly after the Closing.

Section 1.5       Conversion of Shares.

         Subject to Section 1.7 of this  Agreement,  at the  Effective  Time, by
virtue of the Merger and  without any  further  action on the part of  Triangle,
QuickCREDIT, CBS or any Shareholder,  each share of CBS Common Stock outstanding
immediately  prior to the  Effective  Time shall be  canceled  and  retired  and
converted  into the right to  receive a pro rata share of the  aggregate  Merger
Consideration described in Section 1.8 of this Agreement.

Section 1.6 Closing of Transfer Books of CBS. At the Effective Time, the holders
of certificates  representing  shares of CBS Common Stock that were  outstanding
immediately  prior to the  Effective  Time  shall  cease to have any  rights  as
shareholders  of CBS, and the stock  transfer  books of CBS shall be closed with
respect to all shares of such CBS Common Stock outstanding  immediately prior to
the Effective  Time. No further  transfer of any such shares of capital stock of
CBS shall be made on such stock  transfer  books after the Effective  Time.  If,
after the Effective Time, a valid  certificate  previously  representing  any of
such shares of CBS Common  Stock (a "CBS Stock  Certificate")  is  presented  to
QuickCREDIT, such CBS Stock Certificate shall be canceled and shall be exchanged
as provided in Section 1.7 of this Agreement.

Section 1.7       Exchange of Certificates.

(a) Each  Shareholder,  at the Closing or as soon  thereafter as is practicable,
shall surrender his or her respective CBS Stock  Certificate(s)  to QuickCREDIT,
together with such transmittal  documents as QuickCREDIT may reasonably require,
and QuickCREDIT  shall deliver or cause Triangle to deliver to such  Shareholder
such Shareholder's pro rata share of the aggregate Merger  Consideration,  to be
paid at Closing pursuant to, and as provided in, Section 1.8 of this Agreement.

(b) No  fractional  shares  of  common  stock  of  Triangle,  $.0001  par  value
("Triangle Common Stock") shall be issued in connection with the Merger,  and no
certificates  for any such  fractional  shares shall be issued.  In lieu of such
fractional  shares, any Shareholder who would otherwise be entitled to receive a
fraction of a share of Triangle  Common Stock (after  aggregating all fractional
shares of Triangle Common Stock issuable to such holder) shall receive shares of
Triangle  Common Stock rounded upward or downward to the nearest whole number of
shares.

(c) Until  surrendered  as  contemplated  by this  Section  1.7,  each CBS Stock
Certificate  shall be deemed,  from and after the  Effective  Time, to represent
only the right to receive a pro rata share of the Merger  Consideration.  If any
CBS Stock Certificate  shall have been lost, stolen or destroyed,  Triangle may,
in  its  discretion  and  as a  condition  precedent  to  the  issuance  of  any
certificate  representing Triangle Common Stock, require the owner of such lost,
stolen or destroyed CBS Stock Certificate,  to provide an appropriate  affidavit
and to  deliver  a bond (in such  sum as  Triangle  may  reasonably  direct)  as
indemnity  against any claim that may be made against  Triangle  with respect to
such CBS Stock Certificate.

(d) The shares of  Triangle  Common  Stock to be issued in the  Merger  shall be
characterized  as  "restricted  securities"  for  purposes of Rule 144 under the
Securities Act, and each certificate  representing any of such shares shall bear
a legend  identical or similar in effect to the following  legend (together with
any other legend or legends  required by  applicable  state  securities  laws or
otherwise):

                  THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED
UNDER THE FEDERAL  SECURITIES ACT OF 1933, (THE "FEDERAL ACT") OR THE SECURITIES
LAWS OF ANY STATE (THE "STATE  LAWS") AND MAY NOT BE OFFERED,  SOLD OR OTHERWISE
TRANSFERRED,  ASSIGNED,  PLEDGED OR  HYPOTHECATED  EXCEPT IF, IN THE  OPINION OF
COUNSEL TO TRIANGLE, SUCH SALE OR TRANSFER WOULD BE (1) PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE FEDERAL ACT OR PURSUANT TO AN EXEMPTION  FROM
SUCH  REGISTRATION;  AND (2) IN A TRANSACTION  WHICH IS EXEMPT UNDER  APPLICABLE
STATE LAWS, OR PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER APPLICABLE
STATE LAWS OR IN A TRANSACTION  WHICH IS OTHERWISE IN COMPLIANCE WITH APPLICABLE
STATE LAWS.

(e) QuickCREDIT  shall be entitled to deduct and withhold from any consideration
payable or otherwise  deliverable  to any holder or former  holder of CBS Common
Stock  pursuant to this  Agreement  such amounts as  QuickCREDIT  is required to
deduct or withhold  therefrom  under the Code or under any  provision  of state,
local or  foreign  tax law.  To the  extent  such  amounts  are so  deducted  or
withheld, such amounts shall be treated for all purposes under this Agreement as
having been paid to the Person to whom such amounts  would  otherwise  have been
paid.

(f) Neither  QuickCREDIT  nor  Triangle  shall be liable to any holder or former
holder of CBS Common Stock for any shares of Triangle Common Stock (or dividends
or distributions  with respect thereto),  or for any cash amounts,  delivered to
any public official pursuant to any applicable  abandoned  property,  escheat or
similar law.

Section 1.8 Merger Consideration. The aggregate consideration to be delivered by
QuickCREDIT  to the  Shareholders  in full  consideration  for the  Merger  (the
"Merger Consideration") shall be:

(i) a cash  payment  of Fifty  Thousand  and  no/100s  Dollars  ($50,000)  to be
delivered  at Closing or, if later,  upon the  surrender of the  applicable  CBS
Common Stock;

(ii) a cash payment of Twenty-Five  Thousand and no/100s Dollars ($25,000) to be
delivered on or before the date which is the later of the 180th day  immediately
following  the Closing Date or upon the surrender of the  applicable  CBS Common
Stock;

(iii) a cash payment of Twenty-Five Thousand and no/100s Dollars ($25,000) to be
delivered on or before the date which is the later of the 270th day  immediately
following  the Closing Date or upon the surrender of the  applicable  CBS Common
Stock;

(iv) Two Hundred  Forty-Five  Thousand (245,000) shares of Triangle Common Stock
(the "Merger  Shares") to be  delivered  by Triangle (or its transfer  agent) as
soon as is practicable following the date of the surrender of the applicable CBS
Common  Stock,  50,000  shares of which shall be  delivered  by Triangle (or its
transfer  agent) to Louis C. Anderson,  Esquire,  as escrow agent, to be held in
escrow pursuant to Section 9.5 of this Agreement (the "Escrow Shares"); and

(v) a cash payment to be made as soon as practicable following the date which is
the 90th day immediately following the Closing Date, in an amount which is equal
to (1) the aggregate of the accounts receivable of CBS that are (a) in existence
on the  Closing  Date  and (b)  actually  collected  by CAC  during  the  period
beginning on the day  immediately  following  the Closing Date and ending on the
date which is the 90th day immediately  following the Closing Date, less (2) all
trade  payable  accounts  and other  overhead  expenses  of CBS  existing on the
Closing Date.

Section 1.9 Right to Obligate  Triangle to Repurchase  Merger  Shares.  From the
Closing  Date and for a period  ending on the 365th day  immediately  thereafter
(the "Put  Option  Period"),  the  Shareholders  shall have the right to require
Triangle to purchase all or any portion of the Merger  Shares (the "Put Option")
at a purchase price of $3.00 per share (the "Repurchase  Price") if, at any time
during the Put Option  Period,  the bid price of Triangle  Common  Stock is less
than  $3.00  per  share  for  five (5) or more  consecutive  trading  days  (the
"Triggering  Event");  provided,  however,  that the  Repurchase  Price shall be
reduced by the amount of any cash dividends paid to the Shareholders  during the
Put Option Period and shall be proportionately adjusted in the event of a change
in the number of shares of Triangle Common Stock issued and  outstanding  during
the  Put  Option  Period  as  a  result  of  a  stock  split,   stock  dividend,
recapitalization,  reclassification  or similar transaction with respect to such
Triangle Common Stock.  The  Shareholders  may exercise the Put Option by giving
written notice of such  intention of exercise to Triangle  indicating the number
of shares to be  repurchased by Triangle (the  "Exercise  Notice"),  at any time
following the occurrence of the  Triggering  Event up to and including the fifth
business day following  the last day of the Put Option  Period.  Within  fifteen
(15) business days following receipt by Triangle of the Exercise Notice, subject
to  confirmation  by Triangle of the occurrence of a Triggering  Event,  (i) the
Shareholders  exercising their Put Option shall deliver to Triangle certificates
representing  the number of shares of Triangle Common Stock to be repurchased by
Triangle,  as indicated  in the  Exercise  Notice,  duly  endorsed in blank,  or
accompanied by stock powers duly endorsed in blank, with all necessary  transfer
tax and other revenue stamps acquired at the Shareholders' expense,  affixed and
canceled,  and (ii) Triangle shall deliver to each exercising Shareholder a cash
payment in the amount determined by multiplying the number of shares of Triangle
Common  Stock  to be  repurchased  by  Triangle  from  such  Shareholder  by the
Repurchase  Price,  as reduced or  adjusted  pursuant  to this  Section 1.9 (the
"Repurchase Payment"); provided, however, that Triangle shall not be required to
deliver that portion of any Repurchase  Payment  attributable to the exercise of
the Put Option with respect to any Escrow  Shares,  unless and until the release
of such Escrow  Shares from  escrow in  accordance  with the terms of the Escrow
Agreement  referenced in Section 9.5 of this Agreement,  at which time, upon the
tender of share  certificates  duly endorsed in blank, or accompanied by a stock
power duly endorsed in blank,  with all necessary revenue stamps acquired at the
exercising shareholders' expense, affixed and canceled,  evidencing the Escrowed
Shares  to be  repurchased,  Triangle  shall  be  required  to  deliver  to each
exercising  Shareholder a cash payment  determined by multiplying the Repurchase
Price,  as reduced or adjusted  pursuant to this Section 1.9 at the time of such
payment,  by the lesser of (x) the  number of shares of  Triangle  Common  Stock
requested by each such Shareholder to be repurchased  pursuant to the applicable
Exercise  Notice  or (y) the  number of Escrow  Shares  to be  released  to such
Shareholder from escrow,  as determined in accordance to the terms of the Escrow
Agreement  referenced  in Section 9.5 of this  Agreement.  The Put Option rights
granted to each Shareholder pursuant to this Section 1.9 shall be exercisable by
each  respective  Shareholder  during  his  or her  lifetime  and  shall  not be
transferrable  or  assignable  except  by  will,  or the  laws  of  descent  and
distribution.

Section 1.10 Tax  Consequences.For  federal  income tax purposes,  the Merger is
intended to constitute a reorganization within the meaning of Section 368 of the
Code.  The parties to this  Agreement  hereby adopt this Agreement as a "plan of
reorganization"  within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the
United States Treasury Regulations.

Section 1.11  Further  Action.  If, at any time after the  Effective  Time,  any
further  action is determined by Triangle,  QuickCREDIT  or CAC to be reasonably
necessary or  desirable  to carry out the purposes of this  Agreement or to vest
CAC with full right,  title and  possession of and to all rights and property of
CBS, the officers and directors of Triangle,  QuickCREDIT and CAC shall be fully
authorized (in the name of CBS and otherwise) to take such action.



Section 2.        REPRESENTATIONS AND WARRANTIES OF CBS AND THE SHAREHOLDERS

         As an  inducement to Triangle,  QuickCREDIT  and CAC to enter into this
Agreement and to consummate the transactions  contemplated  hereby, and with the
knowledge that Triangle, QuickCREDIT and CAC shall rely thereon, CBS and each of
the  Shareholders,  jointly and severally,  represents and warrants to Triangle,
QuickCREDIT  And CAC the  following  (both as of the Closing  Date and as of the
date hereof):


2.1 Due Organization and Qualification.  CBS is a corporation duly organized and
validly existing under the laws of the State of Florida, has made all filings as
required under applicable filing and annual registration  provisions of the FBCA
and has paid all filing fees due and payable  thereunder.  CBS has all necessary
corporate  power and lawful  authority  to conduct its business in the manner in
which its business is currently  being conducted and to own or lease and use its
assets in the manner in which it now owns, leases or uses its assets. CBS is not
qualified or otherwise authorized to do business as a foreign corporation in any
jurisdiction  other than the  jurisdictions  identified  in Schedule 2.1 annexed
hereto,   which   jurisdictions  are  the  only   jurisdictions  in  which  such
qualification  or  authorization  is  required  by law.  Except  as set forth on
Schedule  2.1  annexed  hereto,  CBS does not file and is not  required  to file
franchise,  income or other tax returns in any other jurisdiction based upon the
ownership or use of property therein or the conduct of business or derivation of
income  therefrom.  CBS does not own or lease  property or maintain any resident
employee in any jurisdiction  other than the jurisdictions set forth on Schedule
2.1 annexed hereto.

2.2 Capitalization. The title, par value, number of authorized shares and number
of issued  and  outstanding  shares of  capital  stock of CBS are  described  on
Schedule 2.2 annexed  hereto.  No other class of capital  stock of CBS is issued
and outstanding and there are no shares of capital stock held in CBS's treasury.
All of the issued  and  outstanding  shares of CBS  Common  Stock have been duly
authorized and validly issued and are fully paid and non-assessable.  The Shares
of capital stock of CBS owned of record and beneficially by each CBS shareholder
and the residence  address of each such shareholder is set forth on Schedule 2.2
annexed hereto.  Except as set forth on Schedule 2.2 no person or entity has, or
ever has had, any ownership interest in the property,  capital stock,  assets or
business of CBS.

2.3 Options or Other Rights. Except as described on Schedule 2.3 annexed hereto,
there is no (i) outstanding  subscription,  option,  call, warrant,  unsatisfied
preemptive  right,  commitment,  conversion right or other agreement or right of
any kind  pursuant  to which any Person has the right or option  (whether or not
currently  exercisable) to acquire,  or otherwise relating to, any shares of the
capital  stock  or  any  other  security  of  CBS;  (ii)  outstanding  security,
instrument or obligation that is or may become  convertible into or exchangeable
for any shares of the capital stock or any other security of CBS; (iii) contract
under which CBS is or may become obligated to sell or otherwise issue any shares
of its capital stock or any other securities;  or (iv) condition or circumstance
that may give rise to or  provide a basis  for the  assertion  of a claim by any
Person to the effect  that such  Person is  entitled  to acquire or receive  any
shares  of  capital  stock or other  securities  of CBS.  Except as set forth in
Schedule 2.3 annexed hereto,  CBS has never issued or granted any option,  call,
warrant or right to acquire, or otherwise relating to, any shares of its capital
stock or other securities.

2.4 Subsidiaries and Investments. CBS has no subsidiaries,  and has never owned,
beneficially or otherwise,  any shares or other  securities of, or any direct or
indirect interest of any nature in, any Entity.

2.5 Charter and Bylaws.  Schedule 2.5 annexed hereto contains true,  correct and
complete  copies of (a) the  articles of  incorporation  of CBS,  including  all
amendments  thereto  (certified  by the  Secretary  of  State  of the  State  of
Florida), and (b) the bylaws of CBS, including all amendments thereto (certified
by the secretary or other executive officer of CBS).

2.6 Books and Records.  The corporate  minute books,  stock  certificate  books,
stock  registers  and  other  corporate  records  of CBS are true,  correct  and
complete in all material respects, and the signatures appearing on all documents
contained  therein are the true  signatures  of the persons  purporting  to have
signed the same.  The  corporate  minute  books of CBS contain true and complete
records of all of the  meetings  and other  proceedings  (including  any actions
taken by  written  consent  or  otherwise  without  a  meeting)  of the board of
directors  of CBS,  any  committee  of the  board  of  directors  of CBS and the
shareholders  of CBS  since  the  date  of  incorporation  of CBS.  All  actions
reflected  in said books and records were duly and validly  taken in  compliance
with all Legal  Requirements  applicable  to such matters and the  provisions of
CBS's articles of incorporation or bylaws or of any resolution  adopted by CBS's
shareholders,  CBS's  board of  directors  or any  committee  of CBS's  board of
directors.  None of CBS's records,  systems,  controls,  data or information are
recorded,  stored,  maintained or operated by, or otherwise are wholly or partly
dependent  upon  or  held  by,  any  person,  entity  or  media  (including  any
electronic,  mechanical  or  photographic  process)  which  are  not  under  the
exclusive ownership and direct control (including all means of access) of CBS.

2.7               Authority; Binding Nature of Agreement.

(a) Each of the  Shareholders  has the full power and legal  capacity to execute
and  deliver  the  Shareholder   Documents  and  to  perform  their   respective
obligations  under  this  Agreement.  Each of the  Shareholder  Documents,  when
executed, will constitute a valid and binding agreement of the Shareholder which
is a party thereto,  enforceable against such Shareholder in accordance with its
terms.

(b) The execution, delivery and performance by CBS of the CBS Documents has been
duly  authorized  by all  necessary  action  on the part of CBS and its board of
directors and  shareholders.  Each of the CBS  Documents,  when  executed,  will
constitute the legal, valid and binding obligation of CBS,  enforceable  against
CBS in accordance with its terms.

(c)  Except  as  described  in  Schedule   2.7  annexed   hereto,   no  consent,
authorization or approval of, or declaration,  filing or registration  with, any
Governmental  Body, or any Consent of any other Person, is necessary in order to
enable  the  Shareholders  or CBS to enter  into and  perform  their  respective
obligations  under the Shareholder  Documents or CBS Documents,  and neither the
execution  and delivery of the  Shareholder  Documents or CBS  Documents nor the
consummation of the transactions contemplated thereby will:

(i) conflict  with,  require any consent  under,  result in the violation of, or
constitute a breach of any provision of the articles of  incorporation or bylaws
of CBS;

(ii)  conflict  with,  require any Consent  under,  result in the  violation of,
constitute  a breach  of or a  default  under,  or  accelerate  the  performance
required on the part of the Shareholders or CBS by the terms of, any evidence of
indebtedness  or Contract to which the  Shareholders  or CBS is a party, in each
case with or without notice or lapse of time or both,  including any evidence of
Encumbrance to which any property  either of CBS or CBS Common Stock is subject,
or permit the termination of any such Contract by another Person;

(iii)  result  in the  creation  or  imposition  of  any  Encumbrance  upon,  or
restriction  on the use of, any  property  or assets of CBS or CBS Common  Stock
under any Contract to which either CBS or the Shareholders are bound;

(iv) accelerate,  or constitute an event entitling, or which would, on notice or
lapse of time or both,  entitle  the  holder of any  indebtedness  of CBS or the
Shareholders to accelerate the maturity of any such indebtedness;

(v) conflict with or result in the breach or violation of any Legal  Requirement
that is binding on either CBS or the Shareholders; or

(vi) violate or cause any revocation of or limitation on any Permit of CBS.

2.8               Financial Statements.

(a)  CBS  has  delivered  to  QuickCREDIT  copies  of  the  following  financial
statements (collectively, the "CBS Financial Statements"):

(i) the profit and loss  statement of CBS for the fiscal years ended on December
31, 1994, 1995, 1996 and 1997 and for the quarter ended March 31, 1998; and

(ii) the unaudited  balance sheet of CBS (the  "Unaudited  Balance Sheet") as of
March 31, 1998 (the "Balance Sheet Date").

(b) Copies of the CBS Financial  Statements  are annexed hereto as Schedule 2.8.
The CBS  Financial  Statements  have been prepared from the books and records of
CBS in accordance with generally  accepted  accounting  principles  applied on a
consistent basis throughout the periods  covered.  The CBS Financial  Statements
present fairly the financial condition of CBS as of the respective dates thereof
and the results of  operations  of CBS for the  periods  covered  thereby,  and,
except as  indicated  therein,  reflect  all  claims  against  and all debts and
liabilities of CBS, whether fixed or contingent, as of the dates thereof.

2.9  Absence  of  Undisclosed  Liabilities.  All  liabilities,   commitments  or
obligations of CBS with respect to CBS's business  (whether secured or unsecured
and whether accrued, absolute,  contingent,  direct or indirect or otherwise and
whether due or to become due) are set forth or  adequately  reserved  against in
the CBS Financial Statements,  except for commercial liabilities and obligations
incurred  since the Balance  Sheet Date in the  ordinary  course of business and
consistent  with past  practice  and none of which  has or will have a  material
adverse effect on the business,  financial condition or results of operations of
CBS's  business.  The total of all  liabilities  in respect of accounts  payable
incurred in the ordinary course of business (i.e.,  invoices received,  approved
and authorized  for payment) of CBS as set forth on Schedule 2.9.  Except as and
to the extent described in the CBS Financial Statements, CBS has no knowledge of
any basis for the  assertion  against  CBS's  business  or the  business  of any
predecessor to CBS of any liability, and there are no circumstances, conditions,
happenings,  events or arrangements,  contractual or otherwise, which may likely
give rise to liabilities, except commercial liabilities and obligations incurred
in the ordinary course of business and consistent with past practice.

2.10 Absence of Changes. Except as set forth in Schedule 2.10 annexed hereto and
since the Balance Sheet Date:

(a) there has not been any material adverse change in CBS's business, condition,
assets,  liabilities,  operations,  financial  performance or prospects,  and no
event has  occurred  that will,  or could  reasonably  be  expected  to,  have a
Material Adverse Effect on CBS;

(b) there has not been any  material  loss,  damage  or  destruction  to, or any
material interruption in the use of, any of CBS's assets (whether or not covered
by insurance);

(c) CBS has not  declared,  accrued,  set aside or paid any dividend or made any
other  distribution  in  respect of any  shares of  capital  stock,  and has not
repurchased,  redeemed or otherwise  reacquired  any shares of capital  stock or
other securities;

(d) CBS has not sold, issued or authorized the issuance of (i) any capital stock
or other  security,  (ii) any  option,  call,  warrant or right to  acquire,  or
otherwise  relating to, any capital  stock or any other  security,  or (iii) any
instrument  convertible  into or  exchangeable  for any  capital  stock or other
security;

(e) there has been no amendment to CBS's  articles of  incorporation  or bylaws,
and CBS has  not  effected  or  been a  party  to any  Acquisition  Transaction,
recapitalization,  reclassification of shares,  stock split, reverse stock split
or similar transaction;

(f) CBS has not formed any  subsidiary or acquired any equity  interest or other
interest in any other Entity;

(g) CBS has not made any  capital  expenditure  which,  when  added to all other
capital expenditures made by CBS, exceeds $5,000 in the aggregate;

(h) CBS has not (i) entered into or permitted any of the assets owned or used by
it to become bound by any Contract,  or (ii) amended or prematurely  terminated,
or waived any material right or remedy under, any Contract to which it is or was
party or under which it has or has had any rights or obligations;

(i) CBS has not (i)  acquired,  leased or licensed any right or other asset from
any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any
right or other asset to any other Person,  or (iii) waived or  relinquished  any
right, except for immaterial rights or other immaterial assets acquired, leased,
licensed or disposed of in the ordinary  course of business and consistent  with
CBS's past practices;

(j) CBS has not written off as  uncollectible,  or established any extraordinary
reserve with respect to, any account receivable or other indebtedness;

(k) CBS has not made any pledge of any of its assets or otherwise  permitted any
of its  assets to become  subject  to any  Encumbrance,  except  for  pledges of
immaterial  assets made in the ordinary  course of business and consistent  with
CBS's past practices;

(l) CBS has not (i) lent money to any Person, or (ii) incurred or guaranteed any
indebtedness for borrowed money;

(m) CBS has not (i)  established,  adopted  or amended  any Plan,  (ii) paid any
bonus or made any  profit-sharing or similar payment to, or increased the amount
of the wages,  salary,  commissions,  fringe  benefits or other  compensation or
remuneration payable to, any of its directors,  officers or employees,  or (iii)
hired any new employee;

(n) CBS has not changed any of its methods of accounting or accounting practices
in any respect;

(o)               CBS has not made any Tax election;

(p) CBS has not commenced or settled,  whether or not commenced by it, any Legal
Proceeding;

(q) CBS has not  entered  into  any  material  transaction  or taken  any  other
material action outside the ordinary course of business or inconsistent with its
past practices; and

(r) CBS has not agreed or  committed  to take any of the actions  referred to in
clauses "(c)" through "(q)" above.

2.11              Legal Proceedings; Orders.

(a) Except as set forth in Schedule  2.11  annexed  hereto,  there is no pending
Legal Proceeding,  and, to the knowledge of CBS and the Shareholders,  no Person
has threatened to commence any Legal Proceeding, (i) that involves CBS or any of
the assets owned or used by CBS; or (ii) that  challenges,  or that may have the
effect of preventing,  delaying,  making illegal or otherwise  interfering with,
the Merger or any of the other transactions  contemplated by this Agreement.  To
the knowledge of CBS and the Shareholders,  except as set forth in Schedule 2.11
annexed hereto, no event has occurred,  and no claim, dispute or other condition
or circumstance exists, that will, or that could reasonably be expected to, give
rise to or serve as a basis for the commencement of any such Legal Proceeding.

(b) There is no order, writ, injunction, judgment or decree to which CBS, or any
of the assets owned or used by CBS, are subject.  Neither the  Shareholders  nor
CBS is subject to any order, writ,  injunction,  judgment or decree that relates
to CBS's business or to any of the assets owned or used by CBS. To the knowledge
of CBS and the  Shareholders,  no officer or other employee of CBS is subject to
any order, writ,  injunction,  judgment or decree that prohibits such officer or
other employee from engaging in or continuing any conduct,  activity or practice
relating to CBS's business.

2.12              Tax Matters.

(a) All Tax  Returns  required  to be  filed  by or on  behalf  of CBS  with any
Governmental  Body with  respect to any  transaction  occurring  or any  taxable
period  ending on or before the Closing Date (i) have been or will be filed when
due and  (ii)  have  been,  or will be when  filed,  accurately  and  completely
prepared in compliance with all applicable Legal Requirements. All Taxes owed by
CBS (whether or not shown on any Tax Return) have been paid. Except as set forth
on Schedule 2.12 annexed  hereto,  CBS is not currently the  beneficiary  of any
extension  of time within  which to file any Tax Return.  No claim has ever been
made by a  Governmental  Body in a  jurisdiction  where  CBS  does  not file Tax
Returns  that CBS is or may be subject to taxation by that  jurisdiction.  There
are no  Encumbrances  on any of the assets of CBS that arose in connection  with
any failure (or alleged failure) to pay any Tax.

(b) CBS has withheld and paid all Taxes  required to have been withheld and paid
by it in  connection  with  amounts paid or owing to any  employee,  independent
contractor, creditor, stockholder or other Person.

(c) None of the  Shareholders or any  Representative  of CBS (or any employee of
CBS  responsible  for Tax matters) has any reason to believe that any  authority
may assess any  additional  Taxes for any period for which Tax Returns have been
filed.  There is no dispute or claim  concerning any Tax liability of CBS either
(i)  claimed  or  raised by any  authority  in  writing  or (ii) as to which any
Shareholder  (or any employee of CBS responsible for Tax matters) has knowledge.
Schedule 2.12 annexed hereto lists all federal, state, local, and foreign income
Tax  Returns  filed with  respect to CBS for taxable  periods  ended on or after
December  31, 1994 and  indicates  those Tax Returns  that have been audited and
those Tax Returns that currently are the subject of an audit.  CBS has delivered
to  QuickCREDIT  correct and complete  copies of all federal income Tax Returns,
examination reports,  and statements of deficiencies  assessed against or agreed
to by CBS since December 31, 1994.

(d) CBS has not waived any statute of  limitations in respect of Taxes or agreed
to any extension of time with respect to a Tax assessment or deficiency.

(e) CBS has not (i)  applied  for any tax ruling,  (ii)  entered  into a closing
agreement with any taxing authority, (iii) made any payments, or been a party to
an agreement  (including  this  Agreement)  that under any  circumstances  could
obligate it to make payments that will not be deductible because of Section 280G
of the  Code,  or  (iv)  been a  party  to any  tax  allocation  or tax  sharing
agreement.  CBS has no  liability  for the Taxes of any Person or Entity  (other
than CBS)  under Reg.  ss.1.1502-6  (or any  similar  Legal  Requirement),  as a
transferee or successor, by contract, or otherwise.

(f) The unpaid  Taxes of CBS (i) did not, as of the Balance  Sheet Date,  exceed
the reserve for Tax  liability  (rather  than any  reserve  for  deferred  Taxes
established to reflect timing differences between book and Tax income) set forth
on the face of the Unaudited  Balance  Sheet (rather than in any notes  thereto)
and (ii) do not exceed that  reserve as adjusted for the passage of time through
the  Closing  Date in  accordance  with the past  custom and  practice of CBS in
filing its Tax Returns.

2.13  Title  to  Assets.  CBS has good and  valid  title to all of its  material
properties  and  assets  (both  tangible  and  intangible),   including  without
limitation,  all properties and assets shown on the Unaudited  Balance Sheet and
all properties  and assets  purchased or acquired by CBS since the Balance Sheet
Date;  in each case  subject to no  Encumbrances,  except  for (i)  Encumbrances
reflected  on the  Unaudited  Balance  Sheet,  (ii)  liens  for  current  taxes,
assessments  or  governmental  charges  or  levies  on  property  not yet due or
delinquent  and (iii)  Encumbrances  described on Schedule  2.13 annexed  hereto
("Permitted  Liens").  Except for software  licenses  described in Schedule 2.15
annexed hereto,  or leases or real and personal  property  described in Schedule
2.16, CBS owns outright and is in exclusive possession of all assets, properties
or rights currently used in its business.

2.14  Compliance with Legal  Requirements.  Except as described on Schedule 2.14
annexed hereto,  CBS is not in violation of any Legal Requirement  applicable to
the business of CBS. Without limiting the generality of the foregoing, except as
described on Schedule 2.14 annexed hereto,  (i) there is not pending,  or to the
knowledge  of  CBS or  the  Shareholders  threatened,  any  notification  of any
Governmental   Body  that  CBS  is  not  in  compliance  with  applicable  Legal
Requirements respecting employment and employment practices, occupational safety
and health laws and regulations, and laws or regulations relating to the quality
of the  environment,  and  neither  CBS nor the  Shareholders  know of any basis
therefor, and (ii) CBS has not received any such notification of past violations
of such Legal  Requirements  as can  reasonably  be expected to result in future
claims  against  CBS,  and  neither CBS nor the  Shareholders  know of any basis
therefor.

2.15              Contracts.

     (a) Schedule 2.15 annexed  hereto  contains a complete and accurate list of
all of the  following  Contracts to which CBS is a party or by or to which it or
its assets or properties  are bound or subject or which are necessary for CBS to
conduct its business as presently conducted:

     (i)  Contracts  with any  current or former  officer,  director,  employee,
consultant, agent or other representative or with any Person in which any of the
foregoing has an interest,  including any  "Affiliate"  or  "Associate"  of such
Person,  as such terms are defined in the  Securities  Act of 1933 and the rules
and regulations published thereunder;

     (ii)  Contracts  with any  labor  union  or  association  representing  any
employee;

     (iii)  Contracts  for the sale of any of CBS's assets or  properties  other
than in the  ordinary  course of  business or for the grant to any person of any
preferential rights to purchase any of its assets or properties;

     (iv)  Contracts  under which CBS agrees to indemnify  any party or to share
the tax liability of any Person;

     (v) Contracts of guaranty or relating to matters of suretyship;

     (vi)  Contracts  that  cannot be  canceled  without  liability,  premium or
penalty upon thirty (30) days' notice or less;

     (vii)  Contracts  containing  obligations  or  liabilities  of any  kind to
holders  of  CBS's  securities  as  such  (including,   without  limitation,  an
obligation to register any of such securities under any Legal Requirement);

     (viii) Contracts  containing covenants of CBS not to compete in any line of
business or with any person in any  geographical  area or covenants of any other
Person not to compete  with CBS in any line of business  or in any  geographical
area;

     (ix) Contracts relating to the acquisition by CBS of any operating business
or the capital stock of any other Person;

     (x) Contracts relating to Intellectual  Property owned, licensed or used by
CBS in the course of its business;

     (xi) Contracts  requiring the payment to any Person of a royalty,  override
or similar commission or fee;

     (xii) Contracts relating to the borrowing of money by CBS or subjecting any
assets or properties of CBS to any Encumbrance;

     (xiii) any Contract which might  reasonably be expected to have a potential
adverse impact on the business or operations of CBS;

     (xiv) any Contract not made in the ordinary course of business; or

     (xv) any other material Contract whether or not made in the ordinary course
of business.

(b) CBS has delivered or made available to QuickCREDIT  true and complete copies
of all of the Contracts  described on Schedule  2.15.  All of such Contracts are
valid and binding upon CBS in accordance with their terms, and CBS has performed
all contractual obligations required to be performed by it to date and is not in
default under any such contracts and has not taken any action which  constitutes
or with notice or lapse of time or both would  constitute  a default  under such
Contracts.  To the knowledge of CBS and the Shareholders,  no other party to any
such contract is in default in the performance of its obligations  thereunder or
has taken any action which constitutes,  or with notice or lapse of time or both
would constitute,  a breach or anticipatory breach thereof. Except as separately
identified on Schedule 2.15 annexed hereto, no approval or consent of any Person
is needed in order that the contracts and other agreements set forth on Schedule
2.15 annexed hereto or on any other  Schedule  continue in full force and effect
following the consummation of the transactions contemplated by this Agreement.

(c) The  Contracts  identified  on Schedule  2.15  annexed  hereto  collectively
constitute all of the Contracts  necessary to enable CBS to conduct its business
in the manner in which its  business is  currently  being  conducted  and in the
manner in which its business is proposed to be conducted.

(d) Schedule 2.15 annexed hereto  identifies and provides a brief description of
each proposed  Contract as to which any pending bid,  offer or proposal has been
submitted or received by CBS.

2.16 Leases.  Schedule 2.16 annexed hereto contains a complete and accurate list
of any real property  lease  binding CBS or to which CBS is a party  ("Leases").
Each such Lease is in full force and effect,  and CBS has fully performed all of
its  obligations to be performed to date under said Leases.  CBS is current with
respect to the payment of all rents and other charges due thereunder,  and their
use and  occupancy of the premises  which are the subject  matter of such leases
does not  violate any of the terms of such  Leases,  is in  conformity  with all
applicable  Legal  Requirements  and is not violative of the conditions of CBS's
respective  policies  of  insurance.  All  of  the  buildings,   structures  and
appurtenances  situated on such leased premises are, and as of the Closing Date,
will be, in good  operating  condition and state of  maintenance  and repair and
will be adequate and  suitable  for the  purposes  for which they are  presently
being or are  intended to be used,  and CBS has  adequate  rights of ingress and
egress and utility services for the operation of their respective  businesses in
the ordinary course.  No lessor or landlord under any Lease is in default in the
performance of its obligations thereunder,  and CBS has not received notice from
any such lessor or landlord of its  intention to exercise any option  thereunder
which would adversely  affect or terminate CBS's use or occupancy of the demised
premises under such Lease.  Except as  specifically  disclosed in Schedule 2.16,
all of the  Leases  permit the  consummation  of the  transactions  contemplated
hereby without  modification of the terms thereof and without the consent of the
applicable  lessor or landlord.  CBS does not own, and has never owned, any real
property.

2.17 Accounts and Notes Receivable.  All accounts and notes receivable reflected
on the Unaudited  Balance Sheet, and all accounts and notes  receivable  arising
subsequent  to the Balance  Sheet Date,  have arisen in the  ordinary  course of
business of CBS, represent valid obligations due to CBS and, subject only to the
reserve for bad debts shown on CBS's books and records and  computed in a manner
consistent  with  generally  accepted  accounting   principals  and  CBS's  past
practice,  are  collectible  in the  ordinary  course of  business of CBS in the
aggregate  recorded  amounts  thereof in accordance  with their terms and in any
event  not later  than 90 days from the  Closing  Date.  None of such  notes and
accounts  receivable  or other  debts  is (or as of the  Closing  Date  will be)
subject  to  any   counterclaim   or  set-off   except  to  the  extent  of  the
aforementioned reserve, or is (or as of the Closing Date will be) subject to any
Encumbrance whatsoever. For purposes of this Section 2.17, the collectibility of
accounts  and  notes  receivable  shall be  determined  by  applying  customers'
remittances based upon the specific  invoices to which such remittances  relate,
or in the absence of any  indication  of same, on a first-in,  first-out  basis.
There has been no material  change since the Balance Sheet Date in the amount of
accounts  receivable  or  other  debts  due CBS or the  reserves  for bad  debts
relating thereto from that reflected in the Unaudited Balance Sheet.

2.18 Fixed Assets. Schedule 2.18 annexed hereto contains a complete and accurate
list of all machinery,  equipment,  tools,  furniture,  leasehold  improvements,
trade fixtures, vehicles,  structures or any related capitalized items and other
tangible  property  material to the operation of the business of CBS (the "Fixed
Assets") all of which Fixed Assets are reflected in the Unaudited  Balance Sheet
(except any such  tangible  property  acquired  since the Balance  Sheet Date by
CBS).  Since the  Balance  Sheet Date,  CBS has not  disposed of any Fixed Asset
except in the ordinary  course of CBS's  business.  The Fixed Assets are in good
operating condition and repair,  subject to normal wear and tear from normal use
thereof,  and CBS has not received  notice that any of the Fixed Assets or CBS's
use  thereof  is in  violation  of any  existing  law or  any  applicable  Legal
Requirement.




2.19 Trade Names and Other Intangibles.  Schedule 2.19 annexed hereto contains a
complete  and  accurate   list  of  all  patents,   patent   rights,   licenses,
methodologies,  know-how, trademarks,  trademark rights, trade names, trade name
rights,  service  marks,  service  mark  rights,  copyrights  or similar  rights
("Intellectual  Property")  which are  either  (a)  wholly  or  partly  owned or
licensed  by CBS or (b) used in the conduct of the  business  of CBS.  Except as
described on Schedule 2.19 annexed hereto, no Person or Entity,  other than CBS,
has any rights  under or in  respect  of,  and to the  knowledge  of CBS and the
Shareholders, no Person is infringing or otherwise acting adversely with respect
to, CBS's respective  rights under or in respect of the  Intellectual  Property,
and CBS is the exclusive  owner of such rights and there is no claim for damages
or any  proceeding  pending  or, to the  knowledge  of CBS or the  Shareholders,
threatened  with respect  thereto.  CBS is not  infringing  or otherwise  acting
adversely  to the  right  of  any  Person  or  Entity  under  or in  respect  to
Intellectual  Property,  and there is no claim  for  damages  or any  proceeding
pending, or to the knowledge of CBS or the Shareholders threatened, with respect
thereto.

2.20 Suppliers and Customers.  Schedule 2.20 annexed hereto  contains a complete
and  accurate  list  with  respect  to CBS of (a) any  supplier  from  whom  CBS
purchased or to which CBS paid $_________ or more during the last fiscal year of
CBS and the amount  paid by CBS to each such  supplier  and (b) any  customer or
client of CBS which  purchased  during the last fiscal year of CBS $_________ or
more in services  from CBS. No customer  required to be listed on Schedule  2.20
has notified CBS of such customer's  intention to terminate or materially reduce
the use of CBS's services,  and neither CBS nor the Shareholders have any reason
to believe  any such  customer  is likely to  terminate  the  services of CBS on
account of the transactions contemplated hereunder.

2.21 Payment of Wages and Salary.  Other than amounts  which have not yet become
payable in accordance  with CBS's customary  practices,  which will be paid in a
timely manner, (i) CBS has paid in full to its full and part-time  employees all
wages,  salaries,  commissions,  bonuses and other direct  compensation  for all
services  performed  by them to date,  and (ii) CBS has  paid,  or will pay in a
timely manner, all severance pay, if any, and benefits,  FICA, withholding taxes
and  vacation  pay, if any, for all of its  employees  and is not subject to any
claim for  non-payment or  non-performance  of any of the  foregoing.  CBS is in
compliance  with all federal,  state and local laws and  regulations  respecting
employment  and  employment  practices,  terms and  conditions of employment and
wages  and  hours.  CBS  has  not  improperly  characterized  as an  independent
contractor  or  consultant,  any  individual  who should have been treated as an
employee of CBS for tax withholding or any other purpose.

2.22      Employee Benefit Plans.

(a) Except as described on Schedule 2.22 annexed hereto,  CBS is not a party to,
nor makes or is required to make employer  contributions to, nor has any current
or future obligation or liability with respect to, any pension,  profit sharing,
retirement,   deferred   compensation,   bonus,   stock   purchase,   severance,
hospitalization,  medical  insurance,  life insurance,  vacation policy or other
employee  benefit plan or program  providing  benefits for its current or former
employees,  other than  salaries or cash wages for  straight  time,  overtime or
shift  differential  (a "Plan").  Except as described  on Schedule  2.22 annexed
hereto, CBS has complied with all of its obligations under each Plan and, to the
knowledge of CBS and the Shareholders,  all other parties have complied with all
of their  respective  obligations  under each Plan. CBS has made or provided for
all  payments  due under or with  respect to each Plan up to and  including  the
Closing Date, and all amounts  properly  accrued up to and including the Closing
Date as  liabilities  of CBS under each Plan have been  recorded on the books of
CBS.  Except  as  described  on  Schedule  2.22  annexed  hereto,  no  Plan is a
"multiemployer plan" (within the meaning of Section 3(37) of ERISA), and, except
as so set  forth,  CBS  has  not  made,  or  has  been  required  to  make,  any
contributions to any "multiemployer plan" within the last five (5) years. Except
as described on Schedule  2.22 annexed  hereto,  no Plan listed on Schedule 2.22
(other than any "multiemployer plan") is subject to Title IV of ERISA.

(b) Each Plan listed on Schedule 2.22 has received a  determination  letter from
the  Internal  Revenue  Service to the effect that it  qualified  under  Section
401(a) of the Code,  and that each trust  established  under such Plan is exempt
from taxation  under Section  501(a) of the Code, and nothing has occurred which
would cause the loss of such qualifications or exemptions. No "reportable event"
(within the meaning of Section  4043(b) of ERISA) has  occurred  with respect to
any pension plan that is subject to Title IV of ERISA maintained by any trade or
business  (whether or not  incorporated)  that is under common control with CBS,
within the meaning of Section 414(c) of the Code and the regulations  thereunder
(hereinafter  any such plan shall be referred to as an "Affiliate  Plan" and any
such trade or business  shall be referred  to as an "ERISA  Affiliate"),  and no
"reportable  event" will occur with respect to any Plan or  Affiliate  Plan as a
result of any transaction contemplated by this Agreement.

(c) CBS would not be subject to any  withdrawal  liability  with  respect to any
"multiemployer  plan" listed on Schedule  2.22 if CBS were to withdraw  from any
such plan as of the date hereof.  Except as described on Schedule  2.22, CBS has
satisfied  all material  reporting  and  disclosure  requirements  and all other
requirements  applicable  to it under the Code or ERISA,  and the  Department of
Labor and the Internal Revenue Service regulations promulgated thereunder,  with
respect  to  the  Plans.  Neither  CBS  nor,  to  the  knowledge  of  CBS or the
Shareholders, any other "party in interest" or "disqualified person" (within the
meaning  of  Section  3(14)  of  ERISA  or  Section   4975(e)(2)  of  the  Code,
respectively)   with  respect  to  any  Plan  has  engaged  in  any  "prohibited
transaction"  (within the meaning of Section 406 of ERISA or Section 4975 of the
Code) which could subject any Plan, CBS or any trustee,  administrator  or other
fiduciary  of any Plan,  to any  penalty  or excise tax  imposed  on  prohibited
transactions  by Section 502(i) of ERISA or Section 4975 of the Code.  There are
no material  actions,  suits or claims  pending  (other than routine  claims for
benefits) or,  except as described on Schedule  2.22, to the knowledge of CBS or
the  Shareholders,  threatened,  against  any Plan or against  the assets of any
Plan.  No Plan which is subject to Part III of Subtitle B of Title I of ERISA or
Section 412 of the Code has incurred any  "accumulated  funding  deficiency" (as
defined in ERISA),  whether or not waived. Except as described on Schedule 2.22,
no Plan or  Affiliate  Plan that is or was subject to Title IV of ERISA has been
terminated and, to the knowledge of the Seller, no proceeding has been initiated
to terminate any such Plan or Affiliate Plan. Neither CBS, any ERISA Affiliates,
nor any Shareholder have incurred,  nor reasonably  expects to incur as a result
of any event  occurring on or prior to the Closing  Date,  any  liability to the
Pension Benefit Guaranty Corporation (except for required premium payments, none
of which  payments are overdue) or any  withdrawal  liability  under Title IV of
ERISA.

(d) With respect to each Plan that is an  "employee  benefit  plan,"  within the
meaning of Section 3(3) of ERISA,  true and complete copies of (i) the documents
embodying  the Plan,  any related  trust and all  amendments  thereto,  (ii) the
summary plan  description and all  modifications  thereto,  (iii) the last filed
Annual  Report (Form 5500 Series) and  Schedules A and B thereto,  (iv) the most
recent Internal Revenue Service  determination  letter,  if applicable,  (v) the
most recent actuarial  valuation report, if any, and (vi) the most recent annual
and periodic  financial  statements,  have been  delivered or made  available to
QuickCREDIT and are correct in all material respects.

2.23  Insurance.  Schedule  2.23  annexed  hereto  contains  a  list  and  brief
description  (specifying the insurer,  the policy number or covering note number
with  respect  to  binders  and the amount of any  deductible,  describing  each
pending  claim  thereunder  of more than  $5,000,  setting  forth the  aggregate
amounts  paid out  under  each  such  policy  through  the date  hereof  and the
aggregate limit, if any, of the insurer's liability  thereunder) of all policies
or  binders  of fire,  liability,  product  liability,  workmen's  compensation,
vehicular,  unemployment  and other  insurance held by or on behalf of CBS. Such
policies and binders are valid and  enforceable in accordance  with their terms,
are in full force and effect,  and insure  against risks and  liabilities to the
extent and in the manner  reasonably  determined  by CBS to be  appropriate  and
sufficient  and are adequate to protect CBS and its assets and  properties.  CBS
has paid all  premiums  due  thereon and is not in default  with  respect to any
provision  contained in any such policy or binder and has not failed to give any
notice or present  any claim  under any such  policy or binder in due and timely
fashion.  Except for claims described on Schedule 2.23, there are no outstanding
unpaid  claims under any such policy or binder.  CBS has not received  notice of
cancellation  or non-renewal of any such policy or binder.  None of the policies
listed on Schedule  2.23  provides  that premiums paid in respect of the periods
prior to the Closing Date may be adjusted or recomputed  based on  claims-paying
experience  of such  policies  or  otherwise.  CBS has no notice from any of its
insurance  carriers that any insurance  premiums will be increased in the future
or that any insurance  coverage listed on Schedule 2.23 will not be available in
the future on the same terms as now in effect.

2.24      Environmental Matters.

(a)  Except  as  described  in  Schedule  2.24,  (i)  CBS has  never  generated,
transported, used, stored, treated, disposed of, or managed any Hazardous Waste;
(ii) no  Hazardous  Material  has  ever  been or is  threatened  to be  spilled,
released,  or disposed of at any site  presently  or formerly  owned,  operated,
leased or used by CBS, or has ever come to be located in the soil or groundwater
at any such site; (iii) no Hazardous Material has ever been transported by or at
the  direction  of CBS from any site  presently  or  formerly  owned,  operated,
leased, or used by CBS for treatment,  storage,  or disposal at any other place;
and (iv) no Encumbrance  has ever been imposed by any  Governmental  Body on any
property, facility,  machinery, or equipment owned, operated, leased, or used by
CBS in connection with the presence of any Hazardous Material.

(b) (i) CBS has no liability under, nor has it ever violated,  any Environmental
Law; (ii) CBS, any property  owned,  operated,  leased,  or used by CBS, and any
facilities  and  operations  thereon,  are  presently  in  compliance  with  all
applicable  Environmental Laws; (iii) CBS has never entered into or been subject
to any judgment,  consent decree, compliance order, or administrative order with
respect to any environmental or health and safety matter or received any request
for information,  notice,  demand letter,  administrative  inquiry, or formal or
informal  complaint  or claim with  respect to any  environmental  or health and
safety matter or the enforcement of any Environmental  Law; and (iv) neither CBS
nor the Shareholders  have any knowledge or reason to know that any of the items
enumerated  in the  immediately  preceding  clause  of  this  paragraph  will be
forthcoming.

(c) CBS has  provided  to  QuickCREDIT  copies of all  documents,  records,  and
information available to CBS or the Shareholders concerning any environmental or
health and safety matter  relevant to CBS,  whether  generated by CBS or others,
including,   without  limitation,   environmental  audits,   environmental  risk
assessments,  site  assessments,  documentation  regarding  off-site disposal of
Hazardous Materials, spill control plans, and reports, correspondence,  permits,
licenses, approvals, consents, and other authorizations related to environmental
or health and safety matters issued by any governmental agency.

(d) For purposes of this Agreement,  "Hazardous Material" shall mean and include
any hazardous waste, hazardous material, hazardous substance, petroleum product,
oil, toxic substance, pollutant,  contaminant, or other substance which may pose
a threat  to the  environment  or to human  health  or  safety,  as  defined  or
regulated under any Environmental Law;  "Hazardous Waste" shall mean and include
any  hazardous  waste as  defined  or  regulated  under any  Environmental  Law;
"Environmental  Law" shall mean any  environmental or health and  safety-related
Legal Requirement existing at any time prior to the Closing Date.

2.25  Officers,  Directors  and Key  Employees.  Schedule  2.25  annexed  hereto
describes  with  respect  to CBS the name and  total  annual  compensation  (and
benefit  costs) of each officer and director of CBS and of each other  employee,
consultant,  agent or other  representative  of CBS whose current annual rate of
compensation  exceeds  $15,000.  CBS has not made a  commitment  or agreement to
increase the  compensation or to modify the conditions or terms of employment of
any  such  person.  None  of  such  persons  has  communicated  to CBS or to the
Shareholders  that such person  intends to resign or  otherwise  terminate  such
person's relationship with CBS.

2.26 Restrictive  Documents.  Neither CBS nor any of the Shareholders is subject
to, or a party to, any charter,  bylaw, Permit,  Contract,  Legal Requirement or
any  other  restriction  of any  kind,  which  adversely  affects  the  business
practices,  operations or condition of CBS or any of its assets or property,  or
which  would  prevent  consummation  of the  transactions  contemplated  by this
Agreement,  compliance by CBS or the Shareholders with the terms, conditions and
provisions  hereof, or the continued  operation of CBS's business after the date
hereof  or the  Closing  Date on  substantially  the same  basis  as  heretofore
operated or which would  restrict  the ability of CBS to acquire any property or
conduct business in any area.

2.27 Licenses.  CBS possesses all concessions,  permits,  licenses,  orders, and
other governmental  authorizations and approvals  ("Permits") required to permit
CBS to  carry on its  business  as it is  presently  being  conducted.  All such
Permits are  described on Schedule 2.27 annexed  hereto,  are in the name of CBS
and are in full force and effect, and no modification,  termination,  suspension
or  cancellation  of any of them is threatened.  Except as described in Schedule
2.27  annexed  hereto,   all  such  Permits  permit  the   consummation  of  the
transactions  contemplated hereby without  modification  thereof and without the
consent of the issuing authority.

2.28 Transactions with Affiliated Parties.  Except as described on Schedule 2.28
annexed hereto,  no Associate or Affiliate of CBS or any of the Shareholders (a)
has any ownership interest, directly or indirectly, in any competitor,  supplier
or customer of CBS,  (b) has any  outstanding  loan to or  receivable  in either
event to or from CBS or (c) is a party to or has any interest in any contract or
agreement with CBS.

2.29 Bank Accounts and Powers of Attorney. Schedule 2.29 annexed hereto contains
an accurate and  complete  list showing (a) the name and address of each bank in
which CBS has an account or safe  deposit box, the number of any such account or
any such box and the names of all persons  authorized to draw thereon or to have
access  thereto  and (b) the names of all  persons,  if any,  holding  powers of
attorney from CBS and a summary statement of the terms thereof.

2.30  Warranties.  Schedule 2.30 annexed hereto contains (a) a true and complete
description of all  warranties  granted or made with respect to services sold by
CBS during the three years prior to the date hereof; and (b) a true and complete
description  of CBS's warranty  experience for the same period.  Neither CBS nor
the  Shareholders  have any reason to believe that warranty claims for CBS will,
in the foreseeable future, exceed historical levels to any material extent.

2.31 Assets  Complete.  Upon the  Effective  Time of the Merger,  the  Surviving
Corporation  will own all of the assets and possess all of the rights  necessary
for it to conduct the business of CBS in a manner  consistent with the manner in
which CBS has conducted its business on and  immediately  prior to the Effective
Date.

2.32 No Changes Prior to Closing Date.  During the period from the Balance Sheet
Date to and including the Closing Date, except as expressly  contemplated hereby
or consented to in writing by QuickCREDIT in accordance with Section 4.2 hereof,
CBS will not have  (a)  incurred  any  liability  or  obligation  of any  nature
(whether  accrued,  absolute,  contingent or otherwise),  except in the ordinary
course of  business,  (b)  permitted  any of its assets to be  subjected  to any
Encumbrance,  (c) sold,  transferred or otherwise disposed of any of its assets,
(d) made any capital  expenditure or commitment  therefor,  (e) declared or paid
any dividend or made any  distribution  on any shares of its capital  stock,  or
redeemed,  purchased  or otherwise  acquired any shares of its capital  stock or
granted or canceled  any  option,  warrant or other right to purchase or acquire
any such shares,  (f) made any bonus or profit sharing  distribution  or similar
payment of any kind, (g) increased its  indebtedness for borrowed money, or made
any  loan  to any  Person,  (h)  except  in the  ordinary  course  of  business,
consistent  with past  practices  of CBS,  made or  permitted  any  amendment or
termination of any contract,  agreement or license to which CBS is a party or by
which it or any of its assets and properties  are subject or bound,  (i) entered
into any agreement or arrangement  granting any preferential  rights to purchase
any of CBS's assets or  properties  or requiring the consent of any party to the
transfer and assignment of any of CBS's assets or properties, (j) written off as
uncollectible  any  notes  or  accounts  receivable,  except  write-offs  in the
ordinary  course of  business  charged  to  applicable  reserves,  none of which
individually or in the aggregate is material to CBS, (k) granted any increase in
the rate of wages,  salaries,  bonuses or other  remuneration  of any  executive
employee or other  employees,  except in the ordinary  course of  business,  (l)
canceled  or waived  any  claims or rights of  substantial  value,  (m) made any
change in any method of accounting or auditing practice, (n) otherwise conducted
its business or entered into any  transaction,  except in the usual and ordinary
manner and in the ordinary course of its business, or (o) agreed, whether or not
in writing, to do any of the foregoing.

2.33  Disclosure.   Neither  this  Agreement,  nor  any  Schedule,   Exhibit  or
certificate delivered in accordance with the terms hereof by or on behalf of CBS
or the Shareholders, or by any of CBS's Representatives,  in connection with the
transactions  contemplated hereby, contains or will contain any untrue statement
of a material  fact,  or omits or will omit any  statement  of a  material  fact
necessary  in order to make the  statements  contained  herein  or  therein  not
misleading.  There is no fact known to CBS or the Shareholders  which materially
and  adversely  affects the  business,  prospects  (financial  or  otherwise) or
financial  condition of CBS or its properties or assets,  which has not been set
forth in this Agreement or in the  Schedules,  Exhibits,  certificates  or other
documents  furnished  by or on behalf of CBS or the  Shareholders,  or by any of
CBS's Representatives,  in connection with the transactions contemplated by this
Agreement.

2.34  Broker's  or Finder's  Fees.  No agent,  broker,  person or firm acting on
behalf of the  Shareholders or CBS is, or will be, entitled to any commission or
broker's or finder's  fees from any of the  parties  hereto,  or from any person
controlling,  controlled  by or under  common  control  with any of the  parties
hereto, in connection with any of the transactions contemplated herein.

2.35 Copies of Documents. CBS has caused to be made available for inspection and
copying by  QuickCREDIT  and its  Representatives,  true,  complete  and correct
copies  of all  documents  referred  to in  this  Section  2 or in any  Schedule
furnished by CBS or the Shareholders to Triangle or QuickCREDIT.


Section 3.        REPRESENTATIONS AND WARRANTIES OF TRIANGLE,
                  QUICKCREDIT AND CAC

         As an  inducement  to CBS and  the  Shareholders  to  enter  into  this
Agreement and to consummate the transactions  contemplated  hereby, and with the
knowledge  that  CBS  and  the  Shareholders   shall  rely  thereon,   Triangle,
QuickCREDIT and CAC, jointly and severally, represent and warrant to CBS and the
Shareholders  the  following  (both  as of the  Closing  Date and as of the date
hereof):

3.1 Due Organization and Qualification. Each of Triangle, QuickCREDIT and CAC is
a corporation duly organized and validly existing under the laws of the State of
Florida, has made all filings as required under the FBCA and has paid all filing
fees due and payable thereunder.  Each of Triangle,  QuickCREDIT and CAC has all
necessary  corporate  power and  lawful  authority  to  conduct  its  respective
business in the manner in which such business is currently  being  conducted and
to own or lease  and use its  respective  assets  in the  manner in which it now
owns, leases or uses its assets.

3.2 Charter and By-Laws.  Schedule 3.2 annexed hereto contains true, correct and
complete  copies  of (a) the  articles  of  incorporation  of each of  Triangle,
QuickCREDIT  and  CAC,  including  all  amendments  thereto  (certified  by  the
Secretary  of State of the  State of  Florida),  and (b) the  bylaws  of each of
Triangle,  QuickCREDIT and CAC,  including all amendments  thereto (certified by
the respective secretary or other executive officer of Triangle, QuickCREDIT and
CAC).

3.3       Authority; Binding Nature of Agreement.

(a) The execution, delivery and performance by Triangle,  QuickCREDIT and CAC of
the Acquiror's Documents has been duly authorized by all necessary action on the
part of Triangle,  QuickCREDIT and CAC and their respective boards of directors.
Each of the  Acquiror's  Documents  constitutes  the  legal,  valid and  binding
obligation of Triangle,  QuickCREDIT and CAC respectively,  enforceable  against
such entity in accordance with its respective terms.

(b) No  consent,  authorization  or  approval  of,  or  declaration,  filing  or
registration  with,  any  Governmental  Body, or any consent,  authorization  or
approval  of any  other  Person,  is  necessary  in  order to  enable  Triangle,
QuickCREDIT or CAC to enter into and perform their respective  obligations under
the  Acquiror's  Documents,  and  neither  the  execution  and  delivery  of the
Acquiror's  Documents  nor the  consummation  of the  transactions  contemplated
thereby will:

     (i) conflict with,  require any consent under,  result in the violation of,
or  constitute  a breach of any  provision  of the  articles or  certificate  of
incorporation or bylaws of Triangle, QuickCREDIT or CAC;

     (ii) conflict with, require any Consent under,  result in the violation of,
constitute a breach of, or accelerate  the  performance  required on the part of
Triangle,  QuickCREDIT or CAC by the terms of, any evidence of  indebtedness  or
Contract to which Triangle,  QuickCREDIT or CAC is a party, in each case with or
without  notice or lapse of time or both,  including any evidence of Encumbrance
to which any property  either of  Triangle,  QuickCREDIT  or CAC is subject,  or
permit the termination of any such Contract by another Person;

     (iii) result in the creation or  imposition  of any  Encumbrance  upon,  or
restriction  on the use of, any property or assets of Triangle,  QuickCREDIT  or
CAC under any Contract to which either Triangle, QuickCREDIT or CAC is bound;

     (iv)  accelerate,  or constitute  an event  entitling,  or which would,  on
notice  or lapse of time or both,  entitle  the  holder of any  indebtedness  of
Triangle,   QuickCREDIT   or  CAC  to  accelerate   the  maturity  of  any  such
indebtedness;

     (v)  conflict  with or  result  in the  breach  or  violation  of any Legal
Requirement that is binding on Triangle, QuickCREDIT or CAC; or

     (vi)  violate or cause any  revocation  of or  limitation  on any Permit of
Triangle, QuickCREDIT or CAC.

3.4 Legal  Proceedings;  Orders.  Except as set forth in  Schedule  3.4  annexed
hereto, there is no pending Legal Proceeding,  and, to the knowledge of Triangle
or QuickCREDIT,  no Person has threatened to commence any Legal  Proceeding that
challenges, or that may have the effect of preventing,  delaying, making illegal
or  otherwise  interfering  with,  the  Merger or any of the other  transactions
contemplated  by this  Agreement.  To the knowledge of Triangle,  QuickCREDIT or
CAC, except as set forth in Schedule 3.4 annexed hereto,  no event has occurred,
and no claim,  dispute or other condition or circumstance  exists, that will, or
that could  reasonably  be expected to, give rise to or serve as a basis for the
commencement of any such Legal Proceeding.

3.5       SEC Filings; Financial Statements.

(a) QuickCREDIT has delivered to CBS and the Shareholders  accurate and complete
copies (excluding copies of exhibits) of each report, registration statement (on
a form other than Form S-8) and  definitive  proxy  statement  filed by Triangle
with  the SEC  between  January  1,  1997 and the  date of this  Agreement  (the
"Triangle  SEC  Documents").  As of the time it was filed  with the SEC (or,  if
amended or superseded by a filing prior to the date of this  Agreement,  then on
the date of such filing), (i) each of the Triangle SEC Documents complied in all
material respects with the applicable requirements of the Securities Act of 1933
or the  Exchange  Act of 1934 (as the case may be) and (ii) none of the Triangle
SEC Documents  contained  any untrue  statement of a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

(b)  The  consolidated  financial  statements  contained  in  the  Triangle  SEC
Documents  (i) complied as to form in all material  respects  with the published
rules and  regulations  of the SEC  applicable  thereto;  (ii) were  prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods covered, except as may be indicated in the notes to
such financial statements and (in the case of unaudited statements) as permitted
by Form 10-Q of the SEC, and except that unaudited financial  statements may not
contain  footnotes  and are  subject  to normal  and  recurring  year-end  audit
adjustments  (which will not,  individually or in the aggregate,  be material in
magnitude);  and (iii) fairly  present the  consolidated  financial  position of
Triangle as of the  respective  dates  thereof and the  consolidated  results of
operations of Triangle for the periods covered thereby.

3.6  Valid  Issuance.   The  Triangle  Common  Stock  to  be  issued  as  Merger
Consideration  will,  when  issued in  accordance  with the  provisions  of this
Agreement, be validly issued, fully paid and non-assessable.

3.7 Broker's or Finder's Fees. No agent, broker, person or firm acting on behalf
of Triangle,  QuickCREDIT  or CAC is, or will be,  entitled to any commission or
broker's or finder's  fees from any of the  parties  hereto,  or from any person
controlling,  controlled  by or under  common  control  with any of the  parties
hereto, in connection with any of the transactions contemplated herein.

3.8 Representations True and Correct. No representation by Triangle, QuickCREDIT
or CAC in this  Section 3 contains  or will  contain any untrue  statement  of a
material fact necessary to make the statements herein not misleading.




Section 4.        CERTAIN COVENANTS OF CBS AND THE SHAREHOLDERS

4.1 Access and Investigation.  During the period from the date of this Agreement
through the Effective  Time (the  "Pre-Closing  Period"),  CBS shall,  and shall
cause its  Representatives  to (a) provide  QuickCREDIT and its  Representatives
with reasonable access to CBS's Representatives, personnel and assets and to all
existing  books,  records,  Tax  Returns,  work papers and other  documents  and
information relating to CBS; and (b) provide QuickCREDIT and its Representatives
with such copies of the existing books,  records,  Tax Returns,  work papers and
other  documents  and  information  relating  to CBS,  and with such  additional
financial,   operating  and  other  data  and  information   regarding  CBS,  as
QuickCREDIT  may reasonably  request.  In the event that this Agreement shall be
terminated in accordance  with Section 8 of this  Agreement,  QuickCREDIT  shall
keep  confidential,  and not use in any manner,  any  information  on  documents
obtained from CBS pursuant to this Section 4.1. QuickCREDIT's  investigation of,
or failure to investigate,  the business and affairs of CBS at any time prior to
the Effective Date shall not for any purpose (i) diminish,  obviate or otherwise
affect the representations  and warranties of CBS and the Shareholders  provided
in Section 2 of this Agreement or Triangle's or QuickCREDIT's right to rely upon
such  representations  and warranties or (ii) be deemed a waiver of or otherwise
affect in any way the rights of Triangle or  QuickCREDIT  set forth in Section 9
of this Agreement.

4.2  Operation of the Business of CBS.  During the  Pre-Closing  Period,  unless
Triangle and QuickCREDIT otherwise consent in writing:

     (a) CBS shall conduct its business and  operations  in the ordinary  course
and in  substantially  the same manner as such business and operations have been
conducted prior to the date of this Agreement;

     (b) CBS shall  use  reasonable  efforts  to  preserve  intact  its  current
business organizations,  keep available the services of its current officers and
employees and maintain its relations and goodwill with all suppliers, customers,
landlords,  creditors, employees and other Persons having business relationships
with CBS;

     (c)  CBS  shall  keep in full  force  and  effect  all  insurance  policies
identified in Schedule 2.23 annexed hereto;

     (d) CBS shall not  declare,  accrue,  set aside or pay any dividend or make
any other  distribution in respect of any shares of capital stock, and shall not
repurchase,  redeem or otherwise  reacquire any shares of capital stock or other
securities;

     (e) CBS shall not sell,  issue or authorize the issuance of (i) any capital
stock or other security,  (ii) any option, call, warrant or right to acquire, or
relating  to,  any  capital  stock or other  security,  or (iii) any  instrument
convertible into or exchangeable for any capital stock or other security;

     (f)  neither  CBS nor any of the  Shareholders  shall  amend or permit  the
adoption of any amendment to CBS articles of incorporation or bylaws,  or effect
or   permit   CBS  to   become   a  party   to  any   Acquisition   Transaction,
recapitalization,  reclassification of shares,  stock split, reverse stock split
or similar transaction;

     (g) CBS shall not form any  subsidiary  or acquire  any equity  interest or
other interest in any other Entity;

     (h) CBS  shall  not  make  any  capital  expenditure,  except  for  capital
expenditures  that, when added to all other capital  expenditures made on behalf
of CBS during the Pre-Closing Period, do not exceed $5,000 in the aggregate;

     (i) CBS shall not (i) enter  into or become  bound by, or permit any of the
assets owned or used by it to become bound by, any  material  Contract,  or (ii)
amend or prematurely terminate, or waive any material right or remedy under, any
material Contract except as contemplated in Section 5.9 of this Agreement;

     (j) CBS shall not, other than in the ordinary course of business consistent
with past  practice (i) acquire,  lease or license any right or other asset from
any other Person,  (ii) sell or otherwise  dispose of, or lease or license,  any
right or other  asset to any other  Person,  or (iii)  waive or  relinquish  any
right, except for immaterial assets acquired, leased, licensed or disposed of by
CBS;

     (k) CBS shall not (i) lend money to any Person,  or (ii) incur or guarantee
any  indebtedness,  except that CBS may make routine  borrowings in the ordinary
course of business under its respective existing lines of credit;

     (l) CBS shall  not (i)  establish,  adopt or amend  any Plan,  (ii) pay any
bonus or make any  profit-sharing  or similar payment to, or increase the amount
of the wages,  salary,  commissions,  fringe  benefits or other  compensation or
remuneration payable to, any of its directors,  officers or employees,  or (iii)
hire any new employee whose aggregate annual  compensation is expected to exceed
$15,000;

     (m) CBS shall not change any of its  methods of  accounting  or  accounting
practices in any respect;

     (n) CBS shall not make any Tax election;

     (o) CBS shall not commence or settle,  whether or not commenced by CBS, any
Legal Proceeding;

     (p) CBS shall not enter  into any  material  transaction  or take any other
material action outside the ordinary course of business or inconsistent with its
past practices; and

     (q) CBS shall not agree or commit to take any of the actions  described  in
clauses "(d)" through "(p)" of this Section 4.2.

4.3       Notification; Updates to Schedules.

(a) During the  Pre-Closing  Period,  CBS and the  Shareholders  shall  promptly
notify QuickCREDIT in writing of:

     (i) the discovery by CBS or the Shareholders of any event, condition,  fact
or  circumstance  that  occurred  or  existed  on or  prior  to the date of this
Agreement  and that  caused or  constitutes  an  inaccuracy  in or breach of any
representation  or  warranty  made  by CBS or any of the  Shareholders  in  this
Agreement;

     (ii) any event,  condition,  fact or  circumstance  that occurs,  arises or
exists after the date of this  Agreement  and that would cause or  constitute an
inaccuracy in or breach of any  representation or warranty made by CBS or any of
the  Shareholders in this Agreement if (A) such  representation  or warranty had
been  made as of the time of the  occurrence,  existence  or  discovery  of such
event, condition,  fact or circumstance,  or (B) such event, condition,  fact or
circumstance  had  occurred,  arisen or  existed on or prior to the date of this
Agreement;

     (iii)  any  breach  of  any  covenant  or  obligation  of CBS or any of the
Shareholders; and

     (iv) any event, condition,  fact or circumstance that would make the timely
satisfaction  of any of the  conditions  set forth in  Section 6 or Section 7 of
this Agreement impossible or unlikely.

(b) If any  event,  condition,  fact  or  circumstance  that is  required  to be
disclosed  pursuant to Section 4.3(a) of this  Agreement  requires any change in
any  Schedule  to this  Agreement,  or if any  such  event,  condition,  fact or
circumstance would require such a change assuming such Schedule were dated as of
the date of the  occurrence,  existence or  discovery of such event,  condition,
fact or  circumstance,  then CBS or the  Shareholders  shall promptly deliver to
QuickCREDIT an update to such Schedule  specifying  such change.  No such update
shall be deemed to  supplement  or amend any  Schedule  for the  purpose  of (i)
determining  the accuracy of any of the  representations  and warranties made by
CBS or any of the Shareholders in this Agreement,  or (ii)  determining  whether
any of the  conditions  set  forth  in  Section  6 of this  Agreement  has  been
satisfied.

4.4 Pooling of Interests.  Prior to the Closing, neither CBS nor any Shareholder
shall take any action  which  would  have an  adverse  effect on the  ability of
Triangle to account for the Merger as a "pooling of interests".

4.5 No Negotiation.  During the Pre-Closing Period, neither CBS nor
any of the Shareholders shall, directly or indirectly:

(a) solicit or encourage the  initiation of any inquiry,  proposal or offer from
any  Person  (other  than  QuickCREDIT)   relating  to  a  possible  Acquisition
Transaction;

(b)  participate in any  discussions or negotiations or enter into any agreement
with,  or  provide  any  non-public  information  to,  any  Person  (other  than
QuickCREDIT)   relating  to  or  in  connection  with  a  possible   Acquisition
Transaction; or

(c)  consider,  entertain or accept any proposal or offer from any Person (other
than QuickCREDIT) relating to a possible Acquisition Transaction.

CBS shall promptly  notify  QuickCREDIT  in writing of any inquiry,  proposal or
offer relating to a possible Acquisition  Transaction that is received by CBS or
any of the Shareholders during the Pre-Closing Period.


Section 5.        ADDITIONAL COVENANTS OF THE PARTIES

5.1 Filings and Consents. As promptly as practicable after the execution of this
Agreement,  each party to this Agreement (a) shall make all filings (if any) and
give  all  notices  (if any)  required  to be made  and  given by such  party in
connection  with the  Merger  and the other  transactions  contemplated  by this
Agreement,  and (b) shall use his,  its or their  best  efforts  to obtain  each
Consent (if any)  required  to be obtained  (pursuant  to any  applicable  Legal
Requirement  or Contract,  or otherwise)  by such party in  connection  with the
Merger or any of the other  transactions  contemplated  by this  Agreement.  CBS
shall promptly deliver to QuickCREDIT a copy of each such filing made, each such
notice  given and each such  Consent  obtained  by CBS  during  the  Pre-Closing
Period.  QuickCREDIT  shall  promptly  deliver to CBS a copy of each such filing
made,  each such notice  given and each such  consent  obtained  by  QuickCREDIT
during the Pre-Closing Period.

5.2 Public Announcements. During the Pre-Closing Period, (a) neither CBS nor any
of the Shareholders  shall (and CBS shall not permit any of its  Representatives
to) make any  public  statement  regarding  this  Agreement  or the  Merger,  or
regarding any of the other transactions contemplated by this Agreement,  without
QuickCREDIT's  prior written  consent,  and (b) QuickCREDIT  will use reasonable
efforts to consult  with CBS prior to  issuing  any press  release or making any
public statement regarding the Merger.

5.3 Best Efforts.  During the Pre-Closing  Period,  (a) CBS and the Shareholders
shall use their  reasonable  best efforts to cause the  conditions  set forth in
Section  6 of  this  Agreement  to be  satisfied  on a  timely  basis,  and  (b)
QuickCREDIT  shall use its  reasonable  best efforts to cause the conditions set
forth in Section 7 of this Agreement to be satisfied on a timely basis.

5.4 Employment Agreements.  At the Closing, Steven P. Naimoli and Kim A. Naimoli
shall enter into  employment  agreements with the Surviving  Corporation  having
substantially  the  form  as set  forth  in  Exhibit  D,  attached  hereto  (the
"Employment Agreements").

5.5 Restrictive Covenants Agreements.  At the Closing, Steven P. Naimoli and Kim
A. Naimoli shall enter into restrictive  covenants agreements with the Surviving
Corporation  having  substantially  the form as set forth in Exhibit E, attached
hereto (the "Restrictive Covenants Agreements").

5.6 Release. At the Closing,  each of the Shareholders shall execute and deliver
to Triangle a Release in the form of Exhibit F attached hereto (the "Release").

5.7 Share Subscription Agreement. At the Closing, each of the Shareholders shall
execute and deliver to Triangle a Share  Subscription  Agreement  in the form of
Exhibit G (the "Subscription Agreement").

5.8 Termination of Employee Plans. At the Closing, CBS shall terminate all Plans
under which any of its employees or former  employees  may have any rights,  and
shall  ensure  that no  employee  or  former  employee  of CBS  has  any  rights
thereunder  and that  any  liabilities  of CBS  thereunder  (including  any such
liabilities  relating  to services  performed  prior to the  Closing)  are fully
extinguished at no cost to CBS.

5.9 Lease Agreement.  At the Closing,  Steven P. Naimoli, Kim A. Naimoli and CBS
shall  terminate any existing lease  agreement  between such parties  respecting
that certain real property located at 3045 N. Federal Highway,  Fort Lauderdale,
Florida  33306,  and enter into a Lease  Agreement in the form of Exhibit H (the
"Lease Agreement").

5.10 Payment of Notes;  Guaranty.  Steven P. Naimoli and Kim A. Naimoli covenant
and  agree,  jointly  and  severally,  to make all  payments  of  principal  and
interest,  when  and as due,  in  accordance  with  the  terms  of that  certain
promissory  note dated  October 4, 1994,  in the  original  principal  amount of
$200,000 (the  "Promissory  Note"),  by and among  William J. Tackett,  Ethel K.
Tackett, CBS and Steven P. Naimoli,  including,  without limitation,  any amount
due and payable  monthly,  any amount payable as a result of the acceleration of
the  obligations  due under the Promissory  Note as a consequence of any default
thereunder,  including  any increase in the  interest  rate called for under the
Promissory  Note and the  costs of  collection  and  reasonable  attorneys  fees
associated  with any such default.  Steven P. Naimoli and Kim A Naimoli  further
covenant  and agree to enter into a  guarantee  agreement  in the form  attached
hereto as Exhibit I (the "Guaranty") guaranteeing their obligations set forth in
this Section 5.11 and the obligations of the Surviving  Corporation with respect
to the Promissory Note.


Section 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF TRIANGLE, QUICKCREDIT AND
           CAC

         The  obligations of Triangle,  QuickCREDIT and CAC to effect the Merger
and otherwise  consummate the  transactions  contemplated  by this Agreement are
subject  to the  satisfaction,  at or  prior  to the  Closing,  of  each  of the
following conditions:

6.1 Accuracy of Representations. Each of the representations and warranties made
by CBS  and  the  Shareholders  in  this  Agreement  and in  each  of the  other
agreements  and  instruments  delivered to  QuickCREDIT  in connection  with the
transactions  contemplated  by this  Agreement  shall have been  accurate in all
material respects as of the date of this Agreement, and shall be accurate in all
material respects as of the Closing Date as if made at the Closing Date (without
giving effect to any update to any Schedule to this Agreement).

6.2 Performance of Covenants. Each covenant or obligation that CBS or any of the
Shareholders is required to comply with or to perform at or prior to the Closing
shall have been complied with and performed in all material respects.

6.3 Consents. All Consents required to be obtained by CBS or the Shareholders in
connection  with the  Merger  and the other  transactions  contemplated  by this
Agreement shall have been obtained and shall be in full force and effect.

6.4  Agreements  and  Documents.  QuickCREDIT  shall have received the following
agreements and documents, each of which shall be in full force and effect:

     (a) the Employment  Agreements between each of Steven P. Naimoli and Kim A.
     Naimoli and the Surviving Corporation;

     (b) the Restrictive  Covenants Agreements between each of Steven P. Naimoli
and Kim A. Naimoli and the Surviving Corporation;

     (c) a Release, executed by each of the Shareholders;

     (d) a Share Subscription Agreement, executed by each of the Shareholders;

     (e) the Lease Agreement, executed by Steven P. Naimoli and Kim A. Naimoli;

     (f) the Guaranty, executed by Steven P. Naimoli and Kim A. Naimoli;

     (g) the  Escrow  Agreement  executed  by  Steven  P.  Naimoli  and Louis C.
     Anderson, Esquire;

     (h) a legal opinion of Louis C. Anderson,  dated as of the Closing Date, in
the form of Exhibit J;

(i) a certificate  executed by CBS and the Shareholders stating that each of the
representations  and  warranties  set forth in  Section 2 of this  Agreement  is
accurate  in all  material  respects  as of the  Closing  Date as if made on the
Closing Date and that the  conditions  set forth in Sections  6.1, 6.2, 6.3, 6.4
and 6.5 of this Agreement  have been duly satisfied (the "CBS and  Shareholders'
Closing Certificate"); and

(j) such  other  certified  resolutions,  documents  or  certificates  as may be
reasonably requested by QuickCREDIT prior to the Closing Date.

6.5 No Material Adverse Change. There shall have been no material adverse change
in  CBS  business,   condition,  assets,  liabilities,   operations,   financial
performance or prospects since the date of this Agreement.

6.6  Termination of Employee  Plans.  CBS shall have provided  QuickCREDIT  with
evidence,  satisfactory  to  QuickCREDIT,  as to the  termination  of the  Plans
referred to in Section 2.10 of this Agreement.

6.7 Pooling  Letter.  Triangle  shall have  received  evidence  satisfactory  to
Triangle or a letter  from Mazars & Guerard,  certified  public  accountants  to
Triangle,  dated the Closing Date,  confirming that Triangle may account for the
Merger as a  "pooling  of  interests"  in  accordance  with  generally  accepted
accounting  principles,  Accounting  Principles  Board  Opinion  No.  16 and all
published rules, regulations and policies of the SEC.

6.8 Rule 506. All applicable  requirements  of Rule 506 under the Securities Act
shall have been satisfied.

6.9 No  Restraints.  No temporary  restraining  order,  preliminary or permanent
injunction or other order  preventing the  consummation of the Merger shall have
been issued by any court of  competent  jurisdiction  and remain in effect,  and
there shall not be any Legal  Requirement  enacted or deemed  applicable  to the
Merger that makes consummation of the Merger illegal.

6.10 No Legal  Proceedings.  No Person  shall have  commenced or  threatened  to
commence any Legal Proceeding  challenging or seeking the recovery of a material
amount of damages in connection  with the Merger or seeking to prohibit or limit
the exercise by CBS of any material  right  pertaining to its ownership of stock
of the Surviving Corporation.

6.11  Completion  of Due  Diligence.  QuickCREDIT  shall have  completed its due
diligence  investigation  of CBS and shall have been  satisfied with the results
thereof.

6.12  Certificates  of Merger.  The parties shall have executed a Certificate of
Merger to be filed with the Secretary of State as contemplated in Section 1.3 of
this Agreement.


Section  7.  CONDITIONS  PRECEDENT  TO  THE  OBLIGATIONS  OF  CBS  AND  THE
             SHAREHOLDERS

         The  obligations of CBS and the  Shareholders  to effect the Merger and
otherwise consummate the transactions contemplated by this Agreement are subject
to the satisfaction, at or prior to the Closing, of the following conditions:

7.1 Accuracy of Representations. Each of the representations and warranties made
by  Triangle,  QuickCREDIT  and CAC in this  Agreement  and in each of the other
agreements and instruments  delivered to CBS in connection with the transactions
contemplated by this Agreement shall have been accurate in all material respects
as of the date of this Agreement, and shall be accurate in all material respects
as of the Closing Date as if made at the Closing Date.

7.2  Performance  of  Covenants.  All  of the  covenants  and  obligations  that
Triangle,  QuickCREDIT  and CAC are  required to comply with or to perform at or
prior to the Closing shall have been complied with and performed in all material
respects.

7.3 Consents.  All Consents required to be obtained by Triangle,  QuickCREDIT or
CAC in connection  with the Merger and the other  transactions  contemplated  by
this Agreement shall have been obtained and shall be in full force and effect.

7.4 Agreements and Documents.  CBS and the Shareholders  shall have received the
following  agreements  and  documents,  each of which shall be in full force and
effect:

     (a) a legal  opinion  of  Smith,  Gambrell  &  Russell,  LLP in the form of
     Exhibit K;

(b) a certificate executed by Triangle, QuickCREDIT and CAC stating that each of
the  representations and warranties set forth in Section 3 of this Agreement are
accurate  in all  material  respects  as of the  Closing  Date as if made on the
Closing Date and that the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4
of this Agreement have been duly satisfied (the "Triangle Closing Certificate");
and

(c) such other  certified  resolutions,  documents,  or  certificates  as may be
reasonably requested by CBS prior to the Closing Date.

(d) a letter  shall  have been  delivered  to  Securities  Transfer  Corp.,  the
transfer  agent for  Triangle  (the  "Transfer  Agent")  requesting  that  stock
certificates  evidencing the shares of Triangle  common stock to be delivered by
Triangle pursuant to Section 1.8 of this Agreement be issued in the name of each
of the Shareholders in the amount set forth in Section 1.8 of this Agreement.

7.5  Cash  Consideration.  The cash  consideration to be paid to Shareholders at
     Closing shall have been delivered to Shareholders.

7.6 No  Restraints.  No temporary  restraining  order,  preliminary or permanent
injunction or other order preventing the consummation of the Merger by CBS shall
have been issued by any court of  competent  jurisdiction  and remain in effect,
and there shall not be any Legal Requirement enacted or deemed applicable to the
Merger that makes consummation of the Merger by CBS illegal.

7.7  Certificates  of Merger.  The parties shall have executed a Certificate  of
Merger to be filed with the Secretary of State as contemplated in Section 1.3 of
this Agreement.


Section 8.        TERMINATION

8.1 Termination Events. This Agreement may be terminated prior to the Closing:

(a)  by  QuickCREDIT  if  QuickCREDIT  reasonably  determines  that  the  timely
satisfaction  of any  condition  set forth in  Section 6 of this  Agreement  has
become  impossible  (other  than  as a  result  of any  failure  on the  part of
Triangle,  QuickCREDIT  or CAC  to  comply  with  or  perform  any  covenant  or
obligation of Triangle,  QuickCREDIT  or CAC set forth in this  Agreement),  and
such condition has not been cured within ten (10) business days after receipt by
CBS of  notice  from  QuickCREDIT  of  QuickCREDIT's  intent to  terminate  this
Agreement;

(b) by CBS if CBS  reasonably  determines  that the timely  satisfaction  of any
condition set forth in Section 7 of this Agreement has become  impossible (other
than as a result of any failure on the part of CBS or any of the Shareholders to
comply with or perform any covenant or obligation set forth in this Agreement or
in any  other  agreement  or  instrument  delivered  to  QuickCREDIT),  and such
condition  has not been cured  within ten (10)  business  days after  receipt by
QuickCREDIT of notice from CBS of CBS's intent to terminate this Agreement;

(c) by Triangle,  QuickCREDIT  or CAC at or after the Scheduled  Closing Time if
any condition set forth in Section 6 of this Agreement has not been satisfied by
the Scheduled Closing Time;

(d) by CBS at or after the Scheduled  Closing Time if any condition set forth in
Section 7 of this  Agreement  has not been  satisfied by the  Scheduled  Closing
Time;

(e) by  Triangle,  QuickCREDIT  or CAC if the  Closing has not taken place on or
before  May 31,  1998  (other  than as a result  of any  failure  on the part of
Triangle,  QuickCREDIT  or CAC  to  comply  with  or  perform  any  covenant  or
obligation of Triangle, QuickCREDIT or CAC set forth in this Agreement);

(f) by CBS if the  Closing  has not taken place on or before May 31, 1998 (other
than as a result of the failure on the part of CBS or any of the Shareholders to
comply with or perform any of their  respective  covenants  or  obligations  set
forth in this  Agreement or in any other  agreement or  instrument  delivered to
Triangle, QuickCREDIT or CAC); or

(g) by the mutual consent of Triangle, QuickCREDIT, CAC and CBS.

8.2 Termination Procedures. If Triangle,  QuickCREDIT or CAC wishes to terminate
this Agreement  pursuant to Section 8.1(a),  Section 8.1(c) or Section 8.1(e) of
this  Agreement,  Triangle,  QuickCREDIT  or CAC shall  deliver to CBS a written
notice stating that Triangle,  QuickCREDIT or CAC is terminating  this Agreement
and  setting  forth  a  brief  description  of  the  basis  on  which  Triangle,
QuickCREDIT or CAC is  terminating  this  Agreement.  If CBS wishes to terminate
this Agreement  pursuant to Section 8.1(b),  Section 8.1(d) or Section 8.1(f) of
this  Agreement,  CBS shall deliver to Triangle or  QuickCREDIT a written notice
stating  that  CBS is  terminating  this  Agreement  and  setting  forth a brief
description of the basis on which CBS is terminating this Agreement.

8.3 Effect of Termination.  If this Agreement is terminated  pursuant to Section
8.1 of this  Agreement,  all  further  obligations  of the  parties  under  this
Agreement shall terminate; provided, however, that no party shall be relieved of
any  obligation or liability  arising from any prior breach by such party of any
provision of this Agreement.


Section 9.        INDEMNIFICATION, ETC.

9.1 Survival of Representations  and Warranties.  All of the representations and
warranties of CBS, the Shareholders,  Triangle, QuickCREDIT and CAC contained in
this Agreement shall survive the Closing.

9.2 Shareholders' Indemnity Agreement. Subject to Section 9.6 of this Agreement,
the  Shareholders,  jointly and  severally,  shall  defend,  indemnify  and hold
harmless  Triangle,   QuickCREDIT  and  the  Surviving  Corporation  (and  their
respective directors,  officers,  employees, agents, affiliates,  successors and
assigns)  from and  against any and all direct or  indirect  requests,  demands,
claims,  payments,  defenses,  obligations,   recoveries,  deficiencies,  fines,
penalties,  interest,  assessments,  actions,  liens,  causes of action,  suits,
proceedings,  judgments, losses, Damages (including without limitation punitive,
exemplary or consequential damages, lost income and profits and interruptions of
business of the Surviving Corporation),  liabilities, costs, and expenses of any
kind  (including  without  limitation  (i) interest,  penalties  and  reasonable
attorneys' fees and expenses,  (ii)  attorneys'  fees and expenses  necessary to
enforce their rights to indemnification  hereunder,  and (iii) consultants' fees
and other costs of defending or investigating any claim hereunder), and interest
on any amount payable as a result of the foregoing,  whether accrued,  absolute,
contingent,  known,  unknown,  or otherwise as of the Closing Date or thereafter
asserted  against,  imposed  upon or  incurred  by  Triangle,  QuickCREDIT,  the
Surviving Corporation or any of their respective directors, officers, employees,
agents, affiliates,  successors or assigns (collectively,  a "Loss of Triangle")
by reason of,  resulting from,  arising out of, based upon,  awarded or asserted
against or otherwise in respect of:

(a) any period or periods of  operation  of CBS ending  prior to the Closing and
which involve any claims against Triangle,  QuickCREDIT, CAC, CBS, the Surviving
Corporation  or their  respective  properties or assets,  relating to actions or
inactions of CBS or its respective officers, directors, shareholders,  employees
or agents prior to Closing, or the operation of the business of CBS prior to the
Closing unless such liability was disclosed on the CBS Financial  Statements and
adequate reserves were established therefor;

(b) any breach of any representation and warranty contained in this Agreement or
any  misrepresentation  in or  omission  on the part of CBS or the  Shareholders
contained in any  certificate or other document  furnished or to be furnished to
Triangle  or  QuickCREDIT  by CBS or any of the  Shareholders  pursuant  to this
Agreement;

(c) any breach or  nonfulfillment  on the part of CBS or any of the Shareholders
of any covenant contained in this Agreement;

(d) the  failure  of CBS or any of the  Shareholders  to  obtain,  prior  to the
Closing Date,  any consents of  Governmental  Bodies and other Persons as may be
necessary to permit the  consummation  of the Merger and to permit the Surviving
Corporation  to continue to operate the business of CBS in the manner  presently
conducted after the Closing Date;

(e) any  federal,  state,  local or foreign  taxes,  including  any interest and
penalties  thereon,  due from CBS or the Shareholders with respect to any period
prior to the Closing Date,  other than amounts accrued therefor on CBS Financial
Statements.

9.3  Indemnity   Agreement  of  QuickCREDIT   and  the  Surviving   Corporation.
QuickCREDIT  and  the  Surviving   Corporation  shall,  jointly  and  severally,
indemnify and hold harmless the Shareholders  (and their  respective  successors
and assigns) from and against any and all direct or indirect requests,  demands,
claims,  payments,  defenses,  obligations,   recoveries,  deficiencies,  fines,
penalties,  interest,  assessments,  actions,  liens,  causes of action,  suits,
proceedings,  judgments, losses, Damages (including without limitation punitive,
exemplary or consequential damages and lost income and profits and interruptions
of business),  liabilities,  costs, and expenses of any kind (including  without
limitation (i) interest,  penalties and reasonable attorneys' fees and expenses,
(ii)  attorneys'  fees  and  expenses  necessary  to  enforce  their  rights  to
indemnification  hereunder,  and  (iii)  consultants'  fees and  other  costs of
defending  or  investigating  any claim  hereunder,  and  interest on any amount
payable as a result of the foregoing)  whether  accrued,  absolute,  contingent,
known,  unknown or  otherwise  as of the  Closing  Date or  thereafter  asserted
against,  imposed  upon or  incurred  by the  Shareholders  or their  respective
representatives  or  assigns,  (a  "Loss of the  Shareholders")  by  reason  of,
resulting  from,  arising  out of,  based upon,  awarded or asserted  against in
respect of or otherwise in respect of:

(a) any period or periods of operation of the  Surviving  Corporation  beginning
after the Closing and which involve any claims against the Shareholders or their
respective  assets  relating  to  actions or  inactions  of  QuickCREDIT  or the
Surviving  Corporation or their respective  officers,  directors,  shareholders,
employees  or agents  after  the  Closing,  or the  operation  of the  Surviving
Corporation  after the Closing  (except to the extent any of the foregoing arise
from the acts or omissions of the Shareholders); and

(b) any breach of any  representation  and  warranty  or  nonfulfillment  of any
covenant or agreement on the part of Triangle,  QuickCREDIT  or CAC contained in
this Agreement,  or any  misrepresentation in or omission from or nonfulfillment
of any covenant on the part of the Triangle, QuickCREDIT or CAC contained in any
certificate  furnished  or to be  furnished  to the  Shareholders  by  Triangle,
QuickCREDIT or CAC pursuant to this Agreement.

9.4       Indemnification Procedure.

(a) Upon obtaining knowledge thereof, the party to be indemnified hereunder (the
"Indemnitee")  shall  promptly  notify the  indemnifying  party  hereunder  (the
"Indemnitor")  in writing of any damage,  claim,  loss,  liability or expense or
other matter which the Indemnitee has determined has given or could give rise to
a claim for which  indemnification  rights are granted  hereunder  (such written
notice referred to as the "Notice of Claim"). The Notice of Claim shall specify,
in all  reasonable  detail,  the nature and  estimated  amount of any such claim
giving rise to a right of indemnification, to the extent the same can reasonably
be estimated.  Any failure on the part of an Indemnitee to give timely notice to
the Indemnitor of a claim shall not affect the right of the Indemnitee to obtain
indemnification  from the  Indemnitor  with  respect  to such  claim  unless the
Indemnitor is actually harmed by such failure to notify,  and only to the extent
of such actual harm.

(b) With  respect  to any matter  set forth in a Notice of Claim  relating  to a
third party claim the Indemnitor shall defend, in good faith and at its expense,
any such claim or demand,  and the  Indemnitee,  at its expense,  shall have the
right to  participate  in the defense of any such third party claim.  So long as
Indemnitor  is  defending,  in good  faith,  any such  third  party  claim,  the
Indemnitee shall not settle or compromise such third party claim. The Indemnitee
shall make  available to the Indemnitor or its  representatives  all records and
other  materials  reasonably  required by them for use in  contesting  any third
party claim and shall  cooperate fully with the Indemnitor in the defense of all
such claims.  If the Indemnitor does not defend any such third party claim or if
the  Indemnitor  does not provide  the  Indemnitee  with  prompt and  reasonable
assurances  that  the  Indemnitor  will  satisfy  the  third  party  claim,  the
Indemnitee  may, at its option,  elect to defend any such third party claim,  at
the Indemnitor's  expense,  but subject to the Indemnitor's right to assume such
defense  from the  Indemnitee  at any  time.  An  Indemnitor  may not  settle or
compromise any claim without obtaining a full and  unconditional  release of the
Indemnitee,  unless the  Indemnitee  consents in writing to such  settlement  or
compromise.  Notwithstanding the foregoing, if there is a reasonable probability
that a third  party  claim  for which  Triangle,  QuickCREDIT  or the  Surviving
Corporation has indemnification  rights against the Shareholders hereunder which
will  materially  and adversely  affect  Triangle,  QuickCREDIT or the Surviving
Corporation other than as a result of money damages or other payments, Triangle,
QuickCREDIT or the Surviving Corporation shall be entitled to participate in the
defense of such claim at the Shareholders' expense.

9.5 Pledge of Stock as Security. As security for the payment of any and all sums
in respect of which the  Shareholders  may be liable  pursuant to Section 9.2 of
this  Agreement,  the  Shareholders  agree to pledge  50,000  shares of Triangle
Common  Stock to be held in  escrow  by the law firm of Louis C.  Anderson,  224
Commercial  Boulevard,  Suite 310,  Lauderdale-by-the-Sea,  Florida 33308,  with
Louis C.  Anderson to act as the escrow agent  therefor in  accordance  with the
terms of that certain Escrow Agreement attached hereto as Exhibit L.

9.6 Set-off. Triangle,  QuickCREDIT and the Surviving Corporation shall have the
right to set-off and apply  against the shares of Triangle  Common Stock pledged
by the  Shareholders  pursuant  to Section 9.5 of this  Agreement  and any other
amounts owing from  Triangle,  QuickCREDIT  or the Surviving  Corporation to the
Shareholders  under any other  agreement  between  Triangle,  QuickCREDIT or the
Surviving  Corporation  and the  Shareholders,  all sums in respect of which the
Shareholders may be liable pursuant to Section 9.2 of this Agreement, such right
of set-off to be in addition  to and not in lieu of or an  election  against any
and all other  remedies  available to Triangle,  QuickCREDIT  and the  Surviving
Corporation under this Agreement or at law or in equity.



Section 10.        MISCELLANEOUS PROVISIONS

10.1  Further  Assurances.  Each  party  hereto  shall  execute  and cause to be
delivered to each other party hereto such instruments and other  documents,  and
shall take such other actions, as such other party may reasonably request (prior
to, at or after the Closing) for the purpose of carrying out or  evidencing  any
of the transactions contemplated by this Agreement.

10.2 Fees and Expenses.  Subject to Section 9 of this Agreement, all fees, costs
and expenses  (including legal fees and accounting fees) that have been incurred
or that  are  incurred  in the  future  by each  party  in  connection  with the
transactions  contemplated  by this  Agreement,  including  all fees,  costs and
expenses  incurred  by such  party in  connection  with or by  virtue of (a) any
investigation  and review conducted by such party of the other parties' business
(and the  furnishing of information in connection  with such  investigation  and
review),  (b) the negotiation,  preparation and review of this Agreement and all
agreements, certificates, opinions and other instruments and documents delivered
or to be delivered in  connection  with the  transactions  contemplated  by this
Agreement,  (c) the  preparation and submission of any filing or notice required
to be made or given in connection with any of the  transactions  contemplated by
this  Agreement,  and the  obtaining  of any Consent  required to be obtained in
connection with any of such transactions, and (d) the consummation of the Merger
shall  be  paid by  Triangle,  QuickCREDIT  or CAC,  if  incurred  by  Triangle,
QuickCREDIT  or  CAC,  and  by  the  Shareholders,  if  incurred  by  CBS or the
Shareholders.

10.3 Attorneys' Fees. If any action or proceeding  relating to this Agreement or
the  enforcement of any provision of this Agreement is brought against any party
hereto, the prevailing party shall be entitled to recover reasonable  attorneys'
fees,  costs and  disbursements  (in  addition to any other  relief to which the
prevailing party may be entitled).

10.4 Notices. All notices and other  communications  required or permitted to be
delivered  to any party  under this  Agreement  shall be in writing and shall be
deemed to have been  given  only if and when (a)  personally  delivered,  or (b)
three (3) business days after mailing,  postage  prepaid,  by certified mail, or
(c) when delivered (and receipted for) by an overnight delivery service,  or (d)
when  first  sent  by  e-mail,   telecopier  or  other  means  of  instantaneous
communication  provided  such  communication  is promptly  confirmed by personal
delivery,  mail or an overnight delivery service as provided above, addressed in
each case as follows:

                  if to Triangle, QuickCREDIT, CAC or the Surviving Corporation:

                         QuickCREDIT Corp.
                         4400 West Sample Road
                         Suite 228
                         Coconut Creek, Florida  33073
                         Attention:  Van Saliba
                         Facsimile: (954) 975-7559

                  with a copy to:

                         Smith, Gambrell & Russell, LLP
                         Promenade II, Suite 3100
                         1230 Peachtree Street, N.E.
                         Atlanta, Georgia 30309-3592
                         Attention:  Peter B. Barlow, Esq.
                         Facsimile:  (404) 685-6972

                  if to CBS :

                          Credit Bureau Services, Inc.
                         3045 N. Federal Highway
                         Suite 60
                         Fort Lauderdale, Florida 33306
                          Attention: Steven P. Naimoli
                            Facsimile: (954) ________

                  with a copy to:

                           Louis C. Anderson, Esquire
                       224 Commercial Boulevard, Suite 310
                         Lauderdale-by-the-Sea, Florida  33308
                            Facsimile: (954) 491-3739

                  if to the Shareholders:

                         Steven P. Naimoli and Kim A. Naimoli
                         1400 Dayview Drive
                         Ft. Lauderdale, Florida 33304


10.5 Time of the Essence. Time is of the essence of this Agreement.

10.6 Headings.  The bold-faced  Section headings contained in this Agreement are
for  convenience  of  reference  only,  shall not be deemed to be a part of this
Agreement and shall not be referred to in connection  with the  construction  or
interpretation of this Agreement.

10.7 Counterparts.  This Agreement may be executed in several counterparts, each
of which shall  constitute  an original and all of which,  when taken  together,
shall constitute one agreement.

10.8 Governing Law. This  Agreement  shall be construed in accordance  with, and
governed in all respects by, the internal laws of the State of Florida.

10.9  Successors and Assigns.  This Agreement shall be binding upon: CBS and its
successors and assigns (if any); the Shareholders and their respective  personal
representatives,  executors,  administrators,  estates,  heirs,  successors  and
assigns (if any); Triangle and its successors and assigns (if any);  QuickCREDIT
and its  successors and assigns (if any); and CAC and its successors and assigns
(if any). This Agreement  shall inure to the benefit of: CBS, the  Shareholders,
Triangle,  QuickCREDIT,  CAC  and  the  respective  successors,  heirs  personal
representatives  and assigns (if any) of the  foregoing.  Following  the Merger,
Triangle,  QuickCREDIT and CAC may freely assign any or all of their  respective
rights  under this  Agreement  (including  their  indemnification  rights  under
Section 9 of this  Agreement),  in whole or in part, to any other Person without
obtaining  the consent or  approval  of any other  party  hereto or of any other
Person; provided, however, that no assignment by Triangle, QuickCREDIT or CAC of
any or all of  their  respective  rights  under  this  Agreement  shall  relieve
Triangle,  QuickCREDIT or CAC of any of their respective  obligations under this
Agreement  (including  any  indemnification  obligation  under Section 9 of this
Agreement).

10.10 Remedies Cumulative;  Specific Performance. The rights and remedies of the
parties hereto shall be cumulative  (and not  alternative).  The parties to this
Agreement  agree that,  in the event of any breach or  threatened  breach by any
party to this Agreement of any covenant, obligation or other provision set forth
in this  Agreement  for the benefit of any other party to this  Agreement,  such
other  party  shall be entitled  (in  addition  to any other  remedy that may be
available to it) to (a) a decree or order of specific performance or mandamus to
enforce the  observance and  performance  of such covenant,  obligation or other
provision, and (b) an injunction restraining such breach or threatened breach.


10.11      Waiver.

(a) No failure on the part of any party to exercise any power, right,  privilege
or  remedy  under  this  Agreement,  and no delay  on the  part of any  party in
exercising any power,  right,  privilege or remedy under this  Agreement,  shall
operate as a waiver of such power, right,  privilege or remedy; and no single or
partial  exercise of any such power,  right,  privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege or
remedy.

(b) No party  shall be  deemed to have  waived  any  claim  arising  out of this
Agreement, or any power, right, privilege or remedy under this Agreement, unless
the waiver of such claim,  power,  right,  privilege or remedy is expressly  set
forth in a written  instrument  duly  executed  and  delivered on behalf of such
party;  and any such waiver shall not be applicable or have any effect except in
the specific instance in which it is given.

10.12  Amendments.  This  Agreement  may not be  amended,  modified,  altered or
supplemented  other  than by means of a written  instrument  duly  executed  and
delivered on behalf of all of the parties hereto.

10.13  Severability.  In the event that any provision of this Agreement,  or the
application of any such provision to any Person or set of  circumstances,  shall
be determined to be invalid,  unlawful, void or unenforceable to any extent, the
remainder of this Agreement, and the application of such provision to Persons or
circumstances  other  than  those as to which it is  determined  to be  invalid,
unlawful, void or unenforceable, shall not be impaired or otherwise affected and
shall continue to be valid and  enforceable  to the fullest extent  permitted by
law.

10.14  Parties  in  Interest.  Except  for the  provisions  of Section 9 of this
Agreement,  none of the  provisions of this Agreement is intended to provide any
rights or  remedies  to any  Person  other  than the  parties  hereto  and their
respective successors, heirs, personal representatives and assigns (if any).

10.15 Entire  Agreement.  This  Agreement and the other  agreements  referred to
herein set forth the entire  understanding of the parties hereto relating to the
subject  matter  hereof and  thereof  and  supersede  all prior  agreements  and
understandings, written or oral, among or between any of the parties relating to
the subject matter hereof and thereof.

10.16      Construction.

(a) For purposes of this Agreement,  whenever the context requires: the singular
number shall  include the plural,  and vice versa;  the  masculine  gender shall
include the feminine and neuter  genders;  the feminine gender shall include the
masculine and neuter genders;  and the neuter gender shall include the masculine
and feminine genders.

(b) The parties  hereto agree that any rule of  construction  to the effect that
ambiguities  are to be resolved  against the drafting party shall not be applied
in the construction or interpretation of this Agreement.

(c) As used  in  this  Agreement,  the  words  "include"  and  "including,"  and
variations  thereof,  shall not be deemed to be terms of limitation,  but rather
shall be deemed to be followed by the words "without limitation."

(d)  Except  as  otherwise  indicated,  all  references  in  this  Agreement  to
"Sections,"  "Exhibits"  and  "Schedules"  are  intended  to refer to  Sections,
Exhibits  and  Schedules  to this  Agreement.  All  Schedules  and  Exhibits are
integral  parts of this  Agreement and are  incorporated  into this Agreement by
reference.



<PAGE>


         The  parties  hereto  have caused  this  Agreement  to be executed  and
delivered as of the date first above written.

                              "TRIANGLE"

                              TRIANGLE IMAGING GROUP, INC.


                              __________________________________________________
                              By: Vito A. Bellezza
                              Title:  Chairman of the Board and
                                      Chief Executive Officer



                              "QUICKCREDIT"

                                QUICKCREDIT CORP.


                              __________________________________________________
                              By:   Van Saliba
                                Title: President



                              "CAC"

                              CBS ACQUISITION CORP.


                              __________________________________________________
                              By:   Van Saliba
                                Title: President




                              "CBS"

                              CREDIT BUREAU SERVICES, INC.


                              __________________________________________________
                              By: Steven P. Naimoli
                              Title:   President




                               THE "SHAREHOLDERS"


                              ____________________________________________(SEAL)
                                Steven P. Naimoli


                              ____________________________________________(SEAL)
                              Kim A. Naimoli


<PAGE>


                                    EXHIBIT A

                  SHAREHOLDERS OF CREDIT BUREAU SERVICES, INC.


Shareholder                                     Number and Class of Shares Owned

Steven P. Naimoli                                500 shares of CBS Common Stock

Kim A. Naimoli                                   500 shares of CBS Common Stock



<PAGE>




                                    EXHIBIT B

                   CERTAIN DEFINITIONS USED IN THIS AGREEMENT

         For purposes of the Agreement (including this Exhibit B):

     Acquisition   Transaction.   "Acquisition   Transaction"   shall  mean  any
     transaction involving:

     (a) the sale,  license,  disposition  or  acquisition  of all or a material
     portion of CBS's business or assets;

         (b) the issuance,  disposition  or acquisition of (i) any capital stock
or other  equity  security  of CBS;  (ii) any  option,  call,  warrant  or right
(whether or not immediately  exercisable) to acquire,  or otherwise relating to,
any  capital  stock or other  equity  security  of CBS;  or (iii) any  security,
instrument or obligation that is or may become  convertible into or exchangeable
for any capital stock or other equity security of CBS; or

         (c) any merger,  consolidation,  business combination,  share exchange,
reorganization or similar transaction involving CBS.

     Affiliate.   "Affiliate"  shall  have  the  meaning  specified  in  Section
2.15(a)(i) of this Agreement.

     Affiliate  Plan.  "Affiliate  Plan"  shall have the  meaning  specified  in
Section 2.22(b) of this Agreement.

     Agreement. "Agreement" shall mean the Agreement and Plan of Merger to which
this Exhibit B is attached (including all Exhibits and Schedules),  as it may be
amended from time to time.

     Associate.   "Associate"  shall  have  the  meaning  specified  in  Section
2.15(a)(i) of this Agreement.

     Balance Sheet Date.  "Balance Sheet Date" shall have the meaning  specified
in Section 2.8(a)(ii) of this Agreement.

     Certificate  of  Merger.  "Certificate  of Merger"  shall have the  meaning
specified in Section 1.3 of this Agreement.

     Closing.  "Closing" shall have the meaning specified in Section 1.3 of this
Agreement.

     Closing Date.  "Closing  Date" shall have the meaning  specified in Section
1.3 of this Agreement.

     Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.

     CBS Common Stock.  "CBS Common  Stock" shall have the meaning  specified in
the Recitals to this Agreement.

         CBS Documents.  "CBS Documents" shall mean this Agreement and the other
documents and agreements required to be executed and delivered by CBS hereunder.

     CBS Financial Statements. "CBS Financial Statements" shall have the meaning
specified in Section 2.8(a) of this Agreement.

         CBS and  Shareholders'  Closing  Certificate.  "CBS  and  Shareholders'
Closing  Certificate" shall have the meaning specified in Section 6.4(i) of this
Agreement.

     CBS Stock  Certificate.  "CBS Stock  Certificate"  shall  have the  meaning
specified in Section 1.6 of this Agreement.

     Consent.  "Consent"  shall  mean  any  approval,   consent,   ratification,
permission, waiver or authorization (including any Governmental Authorization).

         Contract.  "Contract" shall mean any written,  oral or other agreement,
contract,  subcontract,   lease,  understanding,   instrument,  note,  warranty,
insurance policy,  benefit plan, or legally binding commitment or undertaking of
any nature.

         Damages.  "Damages" shall include any loss, damage,  injury, decline in
value, lost opportunity,  liability, claim, demand, settlement, judgment, award,
fine, penalty,  Tax, fee (including  reasonable  attorneys' fees),  charge, cost
(including costs of investigation) or expense of any nature.

     Effective  Time.  "Effective  Time"  shall have the  meaning  specified  in
Section 1.3 of this Agreement.

     Employment  Agreements.  "Employment  Agreements"  shall  have the  meaning
specified in Section 5.4 of this Agreement.

         Encumbrance.  "Encumbrance" shall mean any lien, pledge, hypothecation,
charge,  mortgage,   security  interest,   encumbrance,   claim,   infringement,
interference,  option,  right  of first  refusal,  preemptive  right,  community
property interest or restriction of any nature (including any restriction on the
voting  of  any  security),   any  restriction  of  any  nature  (including  any
restriction  on the voting of any security,  any  restriction on the transfer of
any  security  or other  asset,  any  restriction  on the  receipt of any income
derived  from  any  asset,  any  restriction  on the  use of any  asset  and any
restriction on the  possession,  exercise or transfer of any other  attribute of
ownership of any asset).

         Entity.  "Entity" shall mean any corporation  (including any non-profit
corporation),   general  partnership,  limited  partnership,  limited  liability
partnership,  joint  venture,  estate,  trust,  company  (including  any limited
liability   company  or  joint  stock  company),   firm  or  other   enterprise,
association, organization or entity.

     Environmental Law.  "Environmental Law" shall have the meaning specified in
Section 2.24(d) of this Agreement.

     ERISA.  "ERISA" shall mean the Employee  Retirement  Income Security Act of
1974, as amended.

     ERISA  Affiliate.  "ERISA  Affiliate"  shall have the meaning  specified in
Section 2.22(b) of this Agreement.

         FBCA.  "FBCA" shall mean the Florida Business Corporation Act.

     Fixed Assets.  "Fixed  Assets" shall have the meaning  specified in Section
2.18 of this Agreement.

         Governmental Body.  "Governmental Body" shall mean any court, tribunal,
arbitrator,  authority, agency, commission, official or other instrumentality of
the United States, any foreign country or any domestic or foreign state, county,
city, local or other political subdivision.

     Guaranty.  "Guaranty"  shall have the meaning  specified in Section 5.11 of
this Agreement.

     Hazardous Material.  "Hazardous  Material" shall have the meaning specified
in Section 2.24(d) of this Agreement.

     Hazardous  Waste.  "Hazardous  Waste"  shall have the meaning  specified in
Section 2.24(d) of this Agreement.

     Indemnitor. "Indemnitor" shall have the meaning specified in Section 9.4(a)
of this Agreement.

     Indemnitee. "Indemnitee" shall have the meaning specified in Section 9.4(a)
of this Agreement.

     Intellectual  Property.  "Intellectual  Property"  shall  have the  meaning
specified in Section 2.19 of this Agreement.

     Investment Letter.  "Investment Letter" shall have the meaning specified in
Section 5.7 of this Agreement.

     Lease  Agreement.  "Lease  Agreement"  shall have the meaning  specified in
Section 5.10 of this Agreement.

     Leases.  "Leases" shall have the meaning  specified in Section 2.16 of this
Agreement.

         Legal  Proceeding.  "Legal  Proceeding"  shall mean any  action,  suit,
litigation,    arbitration,   proceeding   (including   any   civil,   criminal,
administrative, investigative or appellate proceeding), hearing, inquiry, audit,
examination  or  investigation  commenced,  brought,  conducted  or  heard by or
before,  or otherwise  involving,  any court or other  Governmental  Body or any
arbitrator or arbitration panel.

         Legal Requirement.  "Legal Requirement" shall mean any federal,  state,
local, municipal, foreign or other law, statute, constitute, principle of common
law, resolution,  ordinance,  code, edict, decree, rule,  regulation,  ruling or
requirement issued, enacted, adopted, promulgated,  implemented or otherwise put
into effect by or under the authority of any Governmental Body.

     Loss of the Shareholders. "Loss of the Shareholders" shall have the meaning
specified in Section 9.3 of this Agreement.

     Loss of Triangle.  "Loss of Triangle"  shall have the meaning  specified in
Section 9.2 of this Agreement.

         Material  Adverse Effect. A violation or other matter will be deemed to
have a  "Material  Adverse  Effect"  on CBS if such  violation  or other  matter
(considered together with all other matters that would constitute  exceptions to
the  representations  and  warranties set forth in the Agreement or in CBS's and
Shareholders'  Closing  Certificate  but for the presence of  "Material  Adverse
Effect" or other materiality qualifications,  or any similar qualifications,  in
such  representations  and warranties)  would have a material  adverse effect on
CBS's  business,   condition,   assets,   liabilities,   operations,   financial
performance or prospects.

     Merger.  "Merger" shall have the meaning  specified in the Recitals to this
Agreement.

     Merger  Consideration.   "Merger  Consideration"  shall  have  the  meaning
specified in Section 1.8 of this Agreement.

     Notice of Claim.  "Notice of Claim"  shall have the  meaning  specified  in
Section 9.4(a) of this Agreement.

     Person. "Person" shall mean any individual, Entity or Governmental Body.

     Permit.  "Permit" shall have the meaning  specified in Section 2.27 of this
Agreement.

     Permitted  Liens.  "Permitted  Liens"  shall have the meaning  specified in
Section 2.13 of this Agreement.

     Plan.  "Plan" shall have the meaning  specified in Section  2.22(a) of this
Agreement.

     Pre-Closing Period.  "Pre-Closing  Period" shall have the meaning specified
in Section 4.1 of this Agreement.

     Release.  "Release" shall have the meaning specified in Section 5.6 of this
Agreement.

     Representatives.   "Representatives"   shall  mean   officers,   directors,
employees, agents, attorneys, accounts, advisors and representatives.

     Restrictive  Covenants Agreement.  "Restrictive  Covenants Agreement" shall
have the meaning specified in Section 5.5 of this Agreement.

     Scheduled  Closing  Time.  "Scheduled  Closing Time" shall have the meaning
specified in Section 1.3 of this Agreement.

     SEC. "SEC" shall mean the United States Securities and Exchange Commission.

     Secretary of State.  "Secretary of State" shall have the meaning  specified
in Section 1.3 of this Agreement.

     Securities Act. "Securities Act" shall mean the Securities Act of 1933.

     Share Subscription Agreement. "Share Subscription Agreement" shall have the
meaning specified in Section 5.7 of this Agreement.

     Shareholder  Documents.  "Shareholder  Documents" shall mean this Agreement
and the other documents and agreements  required to be executed and delivered by
the Shareholders hereunder.

     Escrow  Agreement.  "Escrow  Agreement" shall have the meaning specified in
Section 9.5 of this Agreement.

     Surviving  Corporation.  "Surviving  Corporation"  shall  have the  meaning
specified in Section 1.1 of the Agreement.

         Tax. "Tax" shall mean any tax (including any income tax, franchise tax,
capital gains tax, gross receipts tax,  value-added tax, surtax,  excise tax, ad
valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business
tax, withholding tax or payroll tax), levy, assessment,  tariff, duty (including
any  customs  duty),  deficiency  or  fee,  and any  related  charge  or  amount
(including any fine, penalty or interest),  imposed, assessed or collected by or
under the authority of any Governmental Body.

         Tax  Return.   "Tax  Return"  shall  mean  any  return  (including  any
information return), report, statement, declaration, estimate, schedule, notice,
notification, form, election, certificate or other document or information filed
with or  submitted  to,  or  required  to be filed  with or  submitted  to,  any
Governmental Body in connection with the determination,  assessment,  collection
or payment of any Tax or in connection with the  administration,  implementation
or enforcement of or compliance with any Legal Requirement relating to any Tax.

     Triangle  Common  Stock.  "Triangle  Common  Stock"  shall have the meaning
specified in Section 1.7(b) of this Agreement.

     Triangle Closing Certificate. "Triangle Closing Certificate" shall have the
meaning specified in Section 7.4(b) of this Agreement.

     Triangle Documents.  "Triangle Documents" shall mean this Agreement and the
other documents and agreements required to be executed and delivered by Triangle
or CAC hereunder.

     Triangle SEC  Documents.  "Triangle SEC  Documents"  shall have the meaning
specified in Section 3.5(a) of this Agreement.

     Unaudited  Balance  Sheet.  Unaudited  Balance Sheet shall have the meaning
specified in Section 2.8(a)(ii) of this Agreement.



<PAGE>




                                    EXHIBIT C

              DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION

1.       Directors:

                  Vito A. Bellezza



2.       Officers:

                  President: Van Saliba
                  Secretary: Harold S. Fischer



<PAGE>





                                    EXHIBIT D

                        FORM OF EMPLOYMENT AGREEMENT WITH
                      STEVEN P. NAIMOLI AND KIM A. NAIMOLI


         THIS EMPLOYMENT  AGREEMENT (this  "Agreement") is made and entered into
as of the 30th day of April,  1998,  by and between  CBS  ACQUISITION  CORP.,  a
Florida corporation (the "Company"),  and KIM A. NAIMOLI, an individual resident
of the State of Florida ("Employee").


                              W I T N E S S E T H:

         WHEREAS, the Company and Employee are parties to that certain Agreement
and Plan of Merger and  Reorganization,  dated as of April 30, 1998 (the "Merger
Agreement"), which contemplates the execution of this Agreement; and

         WHEREAS,  the Company desires to retain Employee,  and Employee desires
to be retained by the Company,  all in accordance  with the terms and conditions
of the Merger Agreement and as hereinafter set forth;

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  premises,
covenants  and   agreements  set  forth  herein  and  other  good  and  valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of which  are  hereby
acknowledged, the parties hereto covenant and agree as follows:

         1.       Employment and Duties.

(a) Subject to the terms and conditions set forth in this Agreement, the Company
shall employ Employee,  and Employee shall serve the Company as Sales Executive.
Employee  shall  report to, and be subject to the  supervisory  authority of the
chief  executive  officer (the "CEO") of the Company or such other person as the
CEO may designate.

(b) At all times during the term hereof,  Employee shall, for the benefit of the
Company,  use her  skills,  knowledge  and  specialized  training to perform the
duties and  exercise  the  powers,  functions  and  discretions  incident to her
position as Sales Executive (including  preserving the Company's current base of
clients)  or which  from  time to time,  consistent  with such  position  may be
assigned  to or vested in her by the CEO or board of  directors  of the  Company
(the  "Board"),  in an  efficient  and  competent  manner  and on such terms and
subject  to such  restrictions  as the CEO or the  Board  may from  time to time
reasonably impose.

(c) At all times during the term hereof,  Employee  shall during normal  working
hours, devote such time and attention as are reasonably  necessary to her duties
hereunder  (reasonable  vacation  time  and  absence  for  sickness  or  similar
disability excepted).

         2. Term. The term of this  Agreement  shall begin as of the date hereof
(the "Effective  Date") and shall end on the second  anniversary  date following
the  Effective  Date unless  terminated  earlier as provided in this  Agreement.
Following  expiration of the initial term,  this  Agreement  shall continue on a
month-to-month  basis,  terminable  by either  party with or without  cause upon
thirty (30) days written notice to the other party.

         3.       Compensation.

                  (a)  Subject  to  the  terms  of  this   Agreement,   as  base
compensation for Employee's  services,  the Company shall pay Employee an annual
salary of not less  than  $36,000  per year.  Employee's  base  salary  shall be
payable to Employee on the regularly  reoccurring pay period  established by the
Company,  but not less  than  monthly.  Said  salary  may be  increased,  in the
Company's discretion, based upon Employee's performance,  industry standards and
other  factors the Company  deems  relevant.  In  addition  to  Employee's  base
compensation,  the Company shall pay Employee commission income based on certain
production  levels  established  by the  Company  as set  forth on  Exhibit  "A"
attached  hereto and made a part hereof.  Employee's  base salary and commission
income shall be subject to all required withholdings.

                  (b) In addition to the salary  described  in  subsection  3(a)
above,  Employee  shall be  entitled  to  reimbursement  by the  Company for all
actual, reasonable and direct expenses incurred by her in the performance of her
duties  hereunder,  provided  such  expenses (i) are business  expenses that are
properly tax deductible for the Company (ii) were pre-approved by an appropriate
officer of the Company and (iii) were otherwise  incurred in accordance with the
policies and procedures  established by the Company from time to time.  Employee
shall provide the Company with written  documentation of any expenses  submitted
for reimbursement as required by Company policy, and reimbursement for each item
of approved expense shall be made within a reasonable time.

         4.       Employment Benefits.

                  (a) Employee  shall have the right to  participate  in any and
all employee benefit programs established or maintained by the Company from time
to time for its employees generally, in accordance with the terms and conditions
of such employee benefit  programs.  The Company reserves the right, in its sole
discretion, to alter, amend or discontinue any of such employee benefit programs
at any time.

                  (b) Employee  acknowledges that the Company may adopt employee
handbooks,  policies and  procedures  from time to time and  Employee  agrees to
adhere to the terms of any handbook,  policy or procedures which the Company may
adopt. The Company reserves the right, in its sole discretion,  to alter,  amend
or terminate any handbook, policy or procedure.

                  (c)  Employee  shall also be entitled to company  benefits and
vacation days set forth on Exhibit "B" attached hereto and made a part hereof.


5.                Termination of Employment.

(a) If the Company terminates  Employee's  employment With Cause (as hereinafter
defined),  all obligations of Company to provide compensation and benefits under
this Agreement  shall cease as of the effective date of, and Employee shall have
no claim  against  the  Company  for  damages or  otherwise  by reason of,  such
termination.

(b) If  during  the  initial  two-year  term  of  this  Agreement,  the  Company
terminates Employee's  employment Without Cause (as hereinafter  defined),  then
Employee  will be  entitled  to  continue  to receive  Employee's  salary on the
regularly  reoccurring  pay  period of the  Company  until the end of the second
anniversary  of  the  Effective  Date   ("Post-termination   Compensation")   as
liquidated damages and in lieu of any other compensation or claims in connection
with such  termination  or  Employee's  employment  with the Company;  provided,
however,  that the Company may, in its sole discretion,  elect to pay Employee's
post-termination Compensation in one payment. Provided, further, that Employee's
Post-termination  Compensation  shall cease to accrue and Employee shall have no
further  entitlement  to the same from and after the  earlier of the  Employee's
death,   or  the  date  of  a  material   breach  by  Employee  of  any  of  the
post-employment  covenants  set  forth  in  this  Agreement  or of  any  of  the
representations,  warranties  and covenants of Employee  contained in the Merger
Agreement which breach results in any harm,  loss or expense,  whether direct or
indirect,  to the Company. The Company may condition payment of Post-termination
Compensation,  whether such payments are made in  accordance  with the Company's
regularly  reoccurring  pay  schedule  or are  paid in a  single  payment,  upon
Employee's execution of an unconditional release in favor of the Company.

(c) "With Cause" means the termination of employment resulting from:

(i) any act or omission which  constitutes a material  breach by Employee of her
obligations  under this  Agreement  or of the  representations,  warranties  and
covenants under the Merger Agreement which results in any harm, cost or expense,
whether direct or indirect, to the Company;

(ii) the conviction of Employee in a court of competent jurisdiction of a felony
or any crime involving moral turpitude, fraud or dishonesty;

(iii)  the  perpetration  by  Employee  of any  act of  material  misconduct  or
dishonesty  whether  relating  to  the  Company,   the  Company's  employees  or
otherwise,  including,  without limitation,  entering into any secret agreement,
orally or in writing,  with a competitor  of the Company or with a client of the
Company;

(iv) the use of illegal drugs by the Employee, or drunkenness or substance abuse
by the Employee which interferes with the performance of her duties hereunder;

     (v) gross  incompetence  on the part of Employee in the  performance of her
duties hereunder;

(vi) Employee's failure, refusal or inability to follow any lawful directives of
the Board,  the CEO or any person  designated  by the CEO to serve as Employee's
supervisor;

(vii)  taking  secret  charges on  transactions  between  the  Company and third
parties; or

(viii) any other act or omission  (other than an act or omission  resulting from
the  exercise by  Employee of good faith  business  judgment)  which  materially
impairs the financial condition or business reputation of the Company.

         Prior to the  Company's  termination  of  Employee  "With  Cause",  the
Company shall give Employee  written  notice of any violation by Employee of any
of the provisions of this Section 5(c) after the receipt of which Employee shall
have 20 days to cure or correct such violation.

(d) "Without  Cause" means the  termination  of  employment  resulting  from any
reason other than those enumerated in subsection (c) above.

(e) Employee may  terminate her  employment  hereunder by giving 60 days written
notice to  President of Company and her  compensation  shall be paid through the
date of termination.

(f) Any  termination  hereunder  shall be  communicated by written notice to the
other party which shall  indicate the  specific  termination  provisions  in the
Contract  relied  upon and shall set forth in  reasonable  detail  the facts and
circumstance claimed to provide the basis for termination of employment.

6.                Final Settlement and Effect of Termination.

(a) Upon  termination  of this  Agreement and payment to Employee of all amounts
due Employee hereunder, Employee or her representative shall execute and deliver
to the Company,  on a form prepared by the Company and reasonably  acceptable to
Employee's attorney, if any, a receipt for such sums and a release of all claims
for payment due pursuant to this Agreement,  except such claims as may have been
submitted pursuant to the terms of this Agreement and which remain unpaid.

(b) The  provisions  of this  Agreement  shall survive the  termination  of this
Agreement and the  termination of Employee's  employment with the Company to the
extent  required to give full effect to the covenants and  agreements  contained
herein.

7.                Confidentiality.

(a) Employee  agrees that,  both during the term of her employment and after the
termination  of her  employment  for any reason,  Employee shall not directly or
indirectly  use or disclose,  except as  authorized by the Company in connection
with the performance of Employee's  duties,  any  Confidential  Information,  as
defined hereinafter, that Employee may have or acquire (whether or not developed
or compiled by Employee and whether or not Employee has been  authorized to have
access to such Confidential  Information) during the term of this Agreement. The
term "Confidential Information" as used in this Agreement shall mean and include
any information,  data and know-how relating to the business of the Company that
is  disclosed  to  Employee  by the  Company  or known by her as a result of her
relationship  with  the  Company  and not  within  the  public  domain  (whether
constituting a trade secret or not), including without limitation, the following
information:

(i) financial  information,  such as Company's earnings,  assets, debts, prices,
fee structure,  volumes of purchases or sales or other financial  data,  whether
relating to Company generally, or to particular products,  services,  geographic
areas, or time periods;

(ii) marketing information,  such as details about ongoing or proposed marketing
programs  or  agreements  by or on behalf of  Company,  marketing  forecasts  or
results of marketing efforts or information about impending transactions;

(iii) intellectual  property  information,  such as formulas,  design details or
parameters,  software source code, proprietary programs, devises, techniques and
processes,  ongoing or planned activities in intellectual  property development,
ongoing or planned joint venture activities, and licensing terms or conditions;

(iv) personnel  information,  such as employees'  personal or medical histories,
compensation  or other  terms of  employment,  actual  or  proposed  promotions,
hiring,  resignations,  disciplinary actions,  terminations or reasons therefor,
training methods, performance, or other employee information;

(v)  customer  information,  such  as  any  compilation  of  past,  existing  or
prospective  customers,  customer  proposals or agreements between customers and
Company,  status of customer  accounts or credit,  or related  information about
actual or prospective customers; or

     (vi)  information  with  respect to any  customer  affairs that the Company
     agreed to treat as confidential.

The term "Confidential Information" does not include information that has become
generally  available  to the  public  by the act of one who  has  the  right  to
disclose  such  information  without  violating  any right of the Company or the
client to which such information pertains.

(b) The covenant  contained in this Section 7 shall survive the  termination  of
Employee's  employment  with the  Company for any reason for a period of two (2)
years;  provided,  however,  that with  respect to those  items of  Confidential
Information  which  constitute  trade secrets under  applicable law,  Employee's
obligations of confidentiality and non-disclosure as set forth in this Section 7
shall  continue  to survive  after such two (2) year  period for as long as such
items remain trade secrets under applicable law. These rights of the Company are
in addition to those  rights the Company has under the common law or  applicable
statutes for the protection of trade secrets.

8. Rights to Materials.  All records,  files,  memoranda,  reports, price lists,
customer lists, drawings, plans, sketches, documents and the like (together with
all copies  thereof)  relating to the  business of the Company,  which  Employee
shall use or prepare  or come in  contact  with in the course of, or as a result
of,  her  employment  shall,  as between  the  parties  hereto,  remain the sole
property of the Company.  Upon the  termination  of her  employment  or upon the
prior demand of the Company, she shall immediately return all such materials and
shall not thereafter cause removal thereof from the premises of the Company.

9. Works Made for Hire. The Company and Employee  acknowledge that in the course
of Employee's  employment by the Company,  Employee may from time to time create
for the  Company  copyrightable  works.  Such  works  may  consist  of  manuals,
pamphlets,  instructional  materials,  computer programs,  films, tapes or other
copyrightable  material,  or  portions  thereof,  and may be  created  within or
without the Company's  facilities  and before,  during or after normal  business
hours.  All such works  related to or useful in the  business of the Company are
specifically intended to be works made for hire and shall be the property of the
Company,  and Employee shall cooperate with the Company in the protection of the
Company's copyrights therein and, to the extent deemed desirable by the Company,
the registration of such copyrights.

10.   Discoveries.   Employee  agrees  that  any   inventions,   discoveries  or
improvements  that  Employee  may  develop  or  conceive  during  the  course of
Employee's employment shall be the sole property of the Company. Employee agrees
to promptly disclose to the Company in writing all such inventions,  discoveries
and improvements,  whether directly or indirectly related to the business of the
Company or whether made solely by the Employee or in conjunction with others. At
the Company's request and expense, both during and after Employee's  employment,
Employee will promptly execute a specific assignment of title to the Company (or
any  specified  member  thereof) of each  invention,  discovery  or  improvement
described  in the  preceding  paragraph,  and perform all other acts  reasonably
necessary to enable the Company to secure a patent therefor in the United States
and in foreign countries and to maintain,  defend and assert such patents.  This
obligation shall survive the termination or expiration of this Agreement.

11. Severability.  Except as noted below, should any provision of this Agreement
be  declared  or  determined  by  any  court  of  competent  jurisdiction  to be
unenforceable  or invalid for any reason,  the validity of the remaining  parts,
terms or  provisions  of this  Agreement  shall not be affected  thereby and the
invalid or  unenforceable  part,  term or provision  shall be deemed not to be a
part of this  Agreement.  The  covenants  set forth in this  Agreement are to be
reformed  pursuant to Section 12 if held to be unreasonable  or enforceable,  in
whole or in part, and, as written and as reformed, shall be deemed to be part of
this Agreement.

12.  Reformation.  If any of the  covenants  or promises of this  Agreement  are
determined by any court of law or equity, with jurisdiction over this matter, to
be overly broad and  therefore  unenforceable,  in whole or in part, as written,
Employee  hereby consents to and  affirmatively  requests that said court narrow
the scope of the covenant or promise so as to be reasonable and  enforceable and
that said court enforce the covenant or promise as so reformed.

13. Injunctive Relief. Employee understands, acknowledges and agrees that in the
event of a breach or  threatened  breach of any of the  covenants  and  promises
contained in Sections 7, 8, 9 and 10, the Company will suffer irreparable injury
for which there is no adequate  remedy at law and the Company will  therefore be
entitled  to  injunctive  relief  enjoining  said breach or  threatened  breach.
Employee further acknowledges, however, that the Company shall have the right to
seek a remedy at law as well as or in lieu of  equitable  relief in the event of
any such breach.

14. Assignment. This Agreement is a contract for personal services and shall not
be assigned by the  Company or  Employee  in any manner or by  operation  of law
except by mutual written consent of the parties hereto; provided,  however, that
this restriction against assignment shall not preclude assignment by the Company
without  the consent of  Employee  as a result of a merger  into,  consolidation
with,  or sale of  substantially  all of the  assets of the  Company  to another
entity. The terms and provisions of this Agreement shall inure to the benefit of
and be  binding  upon the  Company  and its  successors  and  assigns,  and upon
Employee and her heirs and personal representatives.  The term "Company" as used
in this  Agreement  shall be deemed to include the successors and assigns of the
original or any subsequent  entity  constituting  the Company as well as any and
all divisions, subsidiaries, or affiliates thereof.

15. Waiver.  The waiver by any party to this Agreement of a breach of any of the
provisions  of this  Agreement  shall not operate or be construed as a waiver of
any subsequent or simultaneous breach.

16.  Applicable  Law.  This  Agreement  shall be governed  by,  interpreted  and
construed under the internal laws of the State of Florida  without  reference to
its conflict of laws principles.

17. Headings and Captions.  The headings and captions used in this Agreement are
for convenience of reference only, and shall in no way define,  limit, expand or
otherwise affect the meaning or construction of any provision of this Agreement.

18.  Notice.  Any notice  required  or  permitted  to be given  pursuant to this
Agreement  shall be deemed  sufficiently  given when delivered in person or when
deposited,  properly  addressed,  in the United States mail, first class postage
prepaid, return receipt requested.

19. Gender.  All pronouns or any variations  thereof contained in this Agreement
refer to the masculine,  feminine or neuter, singular or plural, as the identity
of the person or persons may require.

20. Entire  Agreement.  This Agreement  constitutes the entire agreement between
the Company and Employee  with respect to the subject  matter of this  Agreement
and supersedes any prior  agreements or  understandings  between the Company and
Employee  with  respect to such subject  matter.  No amendment or waiver of this
Agreement or any provision hereof shall be effective unless in writing signed by
both of the parties.  Notwithstanding the foregoing,  Employee acknowledges that
she is entering into this Agreement in connection with the acquisition of Credit
Bureau Services,  Inc. ("CBS"), by the Company pursuant to the Merger Agreement,
to which  Employee  is a party.  In the event of any  direct  or  irreconcilable
conflict between this Agreement and the Merger  Agreement,  the Merger Agreement
shall control.

21.  Termination  of Merger  Agreement.  In the event the  Merger  Agreement  is
terminated in  accordance  with its terms prior to  consummation  of the Merger,
this Agreement shall be null and void.

        IN WITNESS WHEREOF,  the Company and Employee have caused this Agreement
to be executed, under seal, as of the date and year first above written.


                                           "COMPANY"

                                           CBS ACQUISITION CORP.
                                           a Florida corporation


                                           By:__________________________________
                                              Name: Van Saliba
                                              Title: President




                                                   [CORPORATE SEAL]



                                           "EMPLOYEE"



                                           _______________________________(L.S.)
                                                     KIM A. NAIMOLI




<PAGE>





                                   EXHIBIT "A"


                                QuickCREDIT Corp.

                       COMMISSION PLAN - FISCAL YEAR 1998


     The following is the commission plan for QuickCREDIT Corp., for fiscal year
     1998. Executive Management reserves the right to change or alter any of the
     published  rates at any time during the fiscal  year.  Commissions  will be
     payable in the month following the accepted transaction.

1. For the sale of infile Credit Reporting, the commission rate is 8% per credit
report  for all  credit  reports  sold  above  the  minimum  approved  level  of
individual single, double, or triple merge.

2. For the sale of an RMCR, at $50,00 per RMCR or higher, the commission rate is
10% per RMCR,  which is payable  after the month  ending the net billing to that
client.

3. For All  contracts  which are received,  executed and  delivered  upon during
Calendar  Year/Fiscal  Year 1998, a minimum of six(6) months  commission will be
paid on those transactions.



______________________________________      ____________________________________
QuickCREDIT Corp.                           Sales Executive

_________________                           _________________
Date                                        Date




<PAGE>





                                   EXHIBIT "B"


                                COMPANY BENEFITS




        The normal benefits enjoyed by all Triangle  employees,  including life,
medical,  dental,  disability insurance and participation in the Triangle 401(k)
Plan.


<PAGE>


                              EMPLOYMENT AGREEMENT


        THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
of the 30th day of April,  1998, by and between CBS ACQUISITION CORP., a Florida
corporation (the "Company"),  and STEVEN P. NAIMOLI,  an individual  resident of
the State of Florida ("Employee").


                              W I T N E S S E T H:

        WHEREAS,  the Company and Employee are parties to that certain Agreement
and Plan of Merger and  Reorganization,  dated as of April 30, 1998 (the "Merger
Agreement"), which contemplates the execution of this Agreement; and

        WHEREAS, the Company desires to retain Employee, and Employee desires to
be retained by the Company,  all in accordance  with the terms and conditions of
the Merger Agreement and as hereinafter set forth;

        NOW,  THEREFORE,  for  and  in  consideration  of the  mutual  premises,
covenants  and   agreements  set  forth  herein  and  other  good  and  valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of which  are  hereby
acknowledged, the parties hereto covenant and agree as follows:

        1.      Employment and Duties.

(a) Subject to the terms and conditions set forth in this Agreement, the Company
shall employ  Employee,  and Employee shall serve the Company as office manager.
Employee  shall  report to, and be subject to the  supervisory  authority of the
chief  executive  officer (the "CEO") of the Company or such other person as the
CEO may designate.

(b) At all times during the term hereof,  Employee shall, for the benefit of the
Company,  use his  skills,  knowledge  and  specialized  training to perform the
duties and  exercise  the  powers,  functions  and  discretions  incident to his
position as office manager  (including  preserving the Company's current base of
clients)  or which  from  time to time,  consistent  with such  position  may be
assigned  to or vested in him by the CEO or board of  directors  of the  Company
(the  "Board"),  in an  efficient  and  competent  manner  and on such terms and
subject  to such  restrictions  as the CEO or the  Board  may from  time to time
reasonably impose.

(c) At all times during the term hereof,  Employee  shall during normal  working
hours, devote such time and attention as are reasonably  necessary to his duties
hereunder  (reasonable  vacation  time  and  absence  for  sickness  or  similar
disability excepted).

        2. Term.  The term of this  Agreement  shall begin as of the date hereof
(the "Effective  Date") and shall end on the second  anniversary  date following
the  Effective  Date unless  terminated  earlier as provided in this  Agreement.
Following  expiration of the initial term,  this  Agreement  shall continue on a
month-to-month  basis,  terminable  by either  party with or without  cause upon
thirty (30) days written notice to the other party.

        3.      Compensation.

                (a) Subject to the terms of this Agreement, as base compensation
for Employee's services,  the Company shall pay Employee an annual salary of not
less than $60,000 per year.  Employee's base salary shall be payable to Employee
on the regularly reoccurring pay period established by the Company, but not less
than monthly. Said salary may be increased,  in the Company's discretion,  based
upon Employee's  performance,  industry  standards and other factors the Company
deems relevant.  In addition to Employee's base compensation,  the Company shall
pay Employee a bonus upon the  satisfaction  of the criteria set forth on and in
accordance  with Exhibit "A" attached  hereto.  Employee's base salary and bonus
shall be subject to all required withholdings.

                (b) In  addition  to the salary  described  in  subsection  3(a)
above,  Employee  shall be  entitled  to  reimbursement  by the  Company for all
actual, reasonable and direct expenses incurred by him in the performance of his
duties  hereunder,  provided  such  expenses (i) are business  expenses that are
properly tax deductible for the Company (ii) were pre-approved by an appropriate
officer of the Company and (iii) were otherwise  incurred in accordance with the
policies and procedures  established by the Company from time to time.  Employee
shall provide the Company with written  documentation of any expenses  submitted
for reimbursement as required by Company policy, and reimbursement for each item
of approved expense shall be made within a reasonable time.

        4.      Employment Benefits.

                (a) Employee  shall have the right to participate in any and all
employee benefit programs  established or maintained by the Company from time to
time for its employees generally, in accordance with the terms and conditions of
such employee  benefit  programs.  The Company  reserves the right,  in its sole
discretion, to alter, amend or discontinue any of such employee benefit programs
at any time.

                (b) Employee  acknowledges  that the Company may adopt  employee
handbooks,  policies and  procedures  from time to time and  Employee  agrees to
adhere to the terms of any handbook,  policy or procedures which the Company may
adopt. The Company reserves the right, in its sole discretion,  to alter,  amend
or terminate any handbook, policy or procedure.

                (c)  Employee  shall also be  entitled to company  benefits  and
vacation days set forth on Exhibit "B" attached hereto and made a part hereof.

        5.      Termination of Employment.

                (a) If the Company terminates  Employee's  employment With Cause
(as hereinafter defined), all obligations of Company to provide compensation and
benefits  under this  Agreement  shall  cease as of the  effective  date of, and
Employee  shall have no claim  against the Company for damages or  otherwise  by
reason of, such termination.

                (b) If during the initial  two-year term of this Agreement,  the
Company terminates Employee's employment Without Cause (as hereinafter defined),
then  Employee  will be entitled to  continue to receive  Employee's  salary and
bonus on the  regularly  reoccurring  pay period of the Company until the end of
the second anniversary of the Effective Date  ("Post-termination  Compensation")
as  liquidated  damages  and in lieu of any  other  compensation  or  claims  in
connection  with such  termination  or Employee's  employment  with the Company;
provided,  however,  that the Company may, in its sole discretion,  elect to pay
Employee's post-termination Compensation in one payment. Provided, further, that
Employee's  Post-termination  Compensation  shall  cease to accrue and  Employee
shall  have no  further  entitlement  to the same from and after the  earlier of
0.(i) the Employee's  death, or 0.(ii) the date of a material breach by Employee
of any of the post-employment covenants set forth in this Agreement or of any of
the  representations,  warranties  and  covenants  of Employee  contained in the
Merger  Agreement  which breach  results in any harm,  cost or expense,  whether
direct or  indirect,  to the  Company.  The  Company  may  condition  payment of
Post-termination Compensation, whether such payments are made in accordance with
the  Company's  regularly  reoccurring  pay  schedule  or are  paid in a  single
payment,  upon Employee's execution of an unconditional  release in favor of the
Company.

                (c) "With Cause" means the  termination of employment  resulting
from:

     (i) any act or omission which  constitutes a material breach by Employee of
     his obligations under this Agreement or of the representations,  warranties
     and covenants under the Merger Agreement which results in any harm, cost or
     expense, whether direct or indirect, to the Company;

     (ii) the conviction of Employee in a court of competent  jurisdiction  of a
     felony or any crime involving moral turpitude, fraud or dishonesty;

(i) the perpetration by Employee of any act of material misconduct or dishonesty
whether  relating  to  the  Company,   the  Company's  employees  or  otherwise,
including, without limitation,  entering into any secret agreement, orally or in
writing, with a competitor of the Company or with a client of the Company;

(ii) the use of illegal drugs by the Employee, or drunkenness or substance abuse
by the Employee which interferes with the performance of his duties hereunder;

     (iii) gross  incompetence on the part of Employee in the performance of his
     duties hereunder;

(iv) Employee's failure, refusal or inability to follow any lawful directives of
the Board,  the CEO or any person  designated  by the CEO to serve as Employee's
supervisor;

     (v) taking  secret  charges on  transactions  between the Company and third
     parties; or

(vi) any other act or omission (other than an act or omission resulting from the
exercise by Employee of good faith business  judgment) which materially  impairs
the financial condition or business reputation of the Company.

        Prior to the Company's termination of Employee "With Cause", the Company
shall give  Employee  written  notice of any violation by Employee of any of the
provisions of this Section 5(c) after the receipt of which  Employee  shall have
20 days to cure or correct such violation.

(d) "Without  Cause" means the  termination  of  employment  resulting  from any
reason other than those enumerated in subsection (c) above.

(e) Employee may  terminate his  employment  hereunder by giving 60 days written
notice to the  President of Company and his  compensation  shall be paid through
the date of termination.

(f) Any  termination  hereunder  shall be  communicated by written notice to the
other party which shall  indicate the  specific  termination  provisions  in the
Contract  relied  upon and shall set forth in  reasonable  detail  the facts and
circumstance claimed to provide the basis for termination of employment.


        6.      Final Settlement and Effect of Termination.

                (a) Upon  termination  of this Agreement and payment to Employee
of all amounts due  Employee  hereunder,  Employee or his  representative  shall
execute and deliver to the Company, on a form prepared by the Company, a receipt
for such sums and a release of all  claims  for  payment  due  pursuant  to this
Agreement,  except such claims as may have been submitted  pursuant to the terms
of this Agreement and which remain unpaid.

                (b)  The  provisions  of  this   Agreement   shall  survive  the
termination of this Agreement and the termination of Employee's  employment with
the  Company to the extent  required to give full  effect to the  covenants  and
agreements contained herein.

        7.      Confidentiality.

                (a) Employee agrees that, both during the term of his employment
and after the  termination of his employment for any reason,  Employee shall not
directly or indirectly  use or disclose,  except as authorized by the Company in
connection  with  the  performance  of  Employee's   duties,   any  Confidential
Information, as defined hereinafter,  that Employee may have or acquire (whether
or not  developed  or compiled by Employee  and whether or not Employee has been
authorized to have access to such Confidential  Information)  during the term of
this Agreement.  The term  "Confidential  Information" as used in this Agreement
shall mean and  include  any  information,  data and  know-how  relating  to the
business of the Company that is disclosed to Employee by the Company or known by
him as a result of his  relationship  with the Company and not within the public
domain  (whether   constituting  a  trade  secret  or  not),  including  without
limitation, the following information:

(i) financial  information,  such as Company's earnings,  assets, debts, prices,
fee structure,  volumes of purchases or sales or other financial  data,  whether
relating to Company generally, or to particular products,  services,  geographic
areas, or time periods;

(ii) marketing information,  such as details about ongoing or proposed marketing
programs  or  agreements  by or on behalf of  Company,  marketing  forecasts  or
results of marketing efforts or information about impending transactions;

(iii) intellectual  property  information,  such as formulas,  design details or
parameters,  software source code, proprietary programs, devises, techniques and
processes,  ongoing or planned activities in intellectual  property development,
ongoing or planned joint venture activities, and licensing terms or conditions;

(iv) personnel  information,  such as employees'  personal or medical histories,
compensation  or other  terms of  employment,  actual  or  proposed  promotions,
hiring,  resignations,  disciplinary actions,  terminations or reasons therefor,
training methods, performance, or other employee information;

(v)  customer  information,  such  as  any  compilation  of  past,  existing  or
prospective  customers,  customer  proposals or agreements between customers and
Company,  status of customer  accounts or credit,  or related  information about
actual or prospective customers; or

     (vi)  information  with  respect to any  customer  affairs that the Company
     agreed to treat as confidential.

The term "Confidential Information" does not include information that has become
generally  available  to the  public  by the act of one who  has  the  right  to
disclose  such  information  without  violating  any right of the Company or the
client to which such information pertains.

                (b) The covenant  contained in this Section 7 shall  survive the
termination  of  Employee's  employment  with the  Company  for any reason for a
period of two (2) years; provided,  however, that with respect to those items of
Confidential  Information  which  constitute trade secrets under applicable law,
Employee's  obligations of  confidentiality  and  non-disclosure as set forth in
this Section 7 shall  continue to survive  after such two (2) year period for as
long as such items remain trade secrets under  applicable  law.  These rights of
the Company are in addition to those rights the Company has under the common law
or applicable statutes for the protection of trade secrets.

        8. Rights to Materials.  All records, files,  memoranda,  reports, price
lists,  customer  lists,  drawings,  plans,  sketches,  documents  and the  like
(together  with all copies  thereof)  relating to the  business of the  Company,
which Employee shall use or prepare or come in contact with in the course of, or
as a result of, his employment shall, as between the parties hereto,  remain the
sole property of the Company. Upon the termination of his employment or upon the
prior demand of the Company,  he shall immediately return all such materials and
shall not thereafter cause removal thereof from the premises of the Company.

        9. Works Made for Hire. The Company and Employee acknowledge that in the
course of Employee's  employment by the Company,  Employee may from time to time
create for the Company  copyrightable  works. Such works may consist of manuals,
pamphlets,  instructional  materials,  computer programs,  films, tapes or other
copyrightable  material,  or  portions  thereof,  and may be  created  within or
without the Company's  facilities  and before,  during or after normal  business
hours.  All such works  related to or useful in the  business of the Company are
specifically intended to be works made for hire and shall be the property of the
Company,  and Employee shall cooperate with the Company in the protection of the
Company's copyrights therein and, to the extent deemed desirable by the Company,
the registration of such copyrights.

        10.  Discoveries.  Employee agrees that any  inventions,  discoveries or
improvements  that  Employee  may  develop  or  conceive  during  the  course of
Employee's employment shall be the sole property of the Company. Employee agrees
to promptly disclose to the Company in writing all such inventions,  discoveries
and improvements,  whether directly or indirectly related to the business of the
Company or whether made solely by the Employee or in conjunction with others. At
the Company's request and expense, both during and after Employee's  employment,
Employee will promptly execute a specific assignment of title to the Company (or
any  specified  member  thereof) of each  invention,  discovery  or  improvement
described  in the  preceding  paragraph,  and perform all other acts  reasonably
necessary to enable the Company to secure a patent therefor in the United States
and in foreign countries and to maintain,  defend and assert such patents.  This
obligation shall survive the termination or expiration of this Agreement.

        11.  Severability.  Except as noted below,  should any provision of this
Agreement be declared or determined by any court of competent jurisdiction to be
unenforceable  or invalid for any reason,  the validity of the remaining  parts,
terms or  provisions  of this  Agreement  shall not be affected  thereby and the
invalid or  unenforceable  part,  term or provision  shall be deemed not to be a
part of this  Agreement.  The  covenants  set forth in this  Agreement are to be
reformed  pursuant to Section 12 if held to be unreasonable  or enforceable,  in
whole or in part, and, as written and as reformed, shall be deemed to be part of
this Agreement.

        12.  Reformation.  If any of the covenants or promises of this Agreement
are  determined  by any  court of law or  equity,  with  jurisdiction  over this
matter, to be overly broad and therefore unenforceable,  in whole or in part, as
written,  Employee hereby consents to and affirmatively requests that said court
narrow  the  scope  of  the  covenant  or  promise  so as to be  reasonable  and
enforceable and that said court enforce the covenant or promise as so reformed.

        13. Injunctive  Relief.  Employee  understands,  acknowledges and agrees
that in the event of a breach or  threatened  breach of any of the covenants and
promises  contained  in  Sections  7,  8, 9 and  10,  the  Company  will  suffer
irreparable  injury for which there is no adequate remedy at law and the Company
will  therefore  be  entitled  to  injunctive  relief  enjoining  said breach or
threatened  breach.  Employee further  acknowledges,  however,  that the Company
shall have the right to seek a remedy at law as well as or in lieu of  equitable
relief in the event of any such breach.

        14.  Assignment.  This Agreement is a contract for personal services and
shall not be assigned  by the Company or Employee in any manner or by  operation
of law  except  by mutual  written  consent  of the  parties  hereto;  provided,
however,  that this restriction against assignment shall not preclude assignment
by the Company  without  the  consent of Employee as a result of a merger  into,
consolidation with, or sale of substantially all of the assets of the Company to
another  entity.  The terms and provisions of this Agreement  shall inure to the
benefit of and be binding upon the Company and its successors  and assigns,  and
upon Employee and his heirs and personal representatives.  The term "Company" as
used in this Agreement  shall be deemed to include the successors and assigns of
the original or any subsequent  entity  constituting  the Company as well as any
and all divisions, subsidiaries, or affiliates thereof.

        15. Waiver. The waiver by any party to this Agreement of a breach of any
of the  provisions  of this  Agreement  shall not operate or be  construed  as a
waiver of any subsequent or simultaneous breach.

        16. Applicable Law. This Agreement shall be governed by, interpreted and
construed under the internal laws of the State of Florida  without  reference to
its conflict of laws principles.

        17.  Headings and  Captions.  The  headings  and  captions  used in this
Agreement are for  convenience  of reference  only,  and shall in no way define,
limit,  expand or otherwise  affect the meaning or construction of any provision
of this Agreement.

        18.  Notice.  Any notice  required or permitted to be given  pursuant to
this Agreement  shall be deemed  sufficiently  given when delivered in person or
when  deposited,  properly  addressed,  in the United  States mail,  first class
postage prepaid, return receipt requested.

        19.  Gender.  All pronouns or any variations  thereof  contained in this
Agreement refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.

        20. Entire  Agreement.  This Agreement  constitutes the entire agreement
between the  Company and  Employee  with  respect to the subject  matter of this
Agreement and  supersedes  any prior  agreements or  understandings  between the
Company and Employee with respect to such subject matter. No amendment or waiver
of this Agreement or any provision  hereof shall be effective  unless in writing
signed  by  both  of  the  parties.   Notwithstanding  the  foregoing,  Employee
acknowledges  that he is entering  into this  Agreement in  connection  with the
acquisition of Credit Bureau Services,  Inc. ("CBS"), by the Company pursuant to
the Merger  Agreement,  to which Employee is a party. In the event of any direct
or irreconcilable conflict between this Agreement and the Merger Agreement,  the
Merger Agreement shall control.

        21.  Termination of Merger Agreement.  In the event the Merger Agreement
is terminated in accordance  with its terms prior to consummation of the Merger,
this Agreement shall be null and void.

        IN WITNESS WHEREOF,  the Company and Employee have caused this Agreement
to be executed, under seal, as of the date and year first above written.


                                          "COMPANY"

                                          CBS ACQUISITION CORP.
                                          a Florida corporation


                                          By:__________________________________
                                          Name: Van Saliba
                                          Title: President


                                                       [CORPORATE SEAL]




                                          "EMPLOYEE"


                                          ________________________________(L.S.)
                                          Steven P. Naimoli


<PAGE>


                                   EXHIBIT "A"


                         BONUS ACHIEVEMENT REQUIREMENTS







<PAGE>





                                   EXHIBIT "B"


                                COMPANY BENEFITS



        The normal benefits enjoyed by all Triangle  employees,  including life,
medical,  dental,  disability insurance and participation in the Triangle 401(k)
Plan.



<PAGE>





                                    EXHIBIT E

                     FORM OF RESTRICTIVE COVENANTS AGREEMENT


     THIS  RESTRICTIVE  COVENANTS  AGREEMENT  (this  "Agreement") is dated as of
April 30, 1998, by and among Triangle Imaging Group, Inc., a Florida corporation
("Triangle"),  QuickCREDIT  Corp., a Florida  corporation  ("QuickCREDIT"),  CBS
Acquisition Corp., a Florida corporation ("CAC") (Triangle,  QuickCREDIT and CAC
collectively  referred  to as  "Acquirors")  and  _________________________,  an
individual resident of the State of Florida ("Shareholder").

                              W I T N E S S E T H:

        WHEREAS, Triangle, QuickCREDIT, CAC and Shareholder have entered into an
Agreement  and  Plan of  Merger  and  Reorganization  (the  "Merger  Agreement")
providing  for the merger of Credit Bureau  Services,  Inc. (the "CBS") with and
into  CAC,  with  CAC  being  the  surviving  corporation  of such  merger  (the
"Surviving Corporation"); and

        WHEREAS,  Shareholder is a shareholder and executive officer of CBS, and
such position has placed  Shareholder in a position of confidence and trust with
respect to CBS; and

        WHEREAS,  the Merger Agreement requires that Shareholder enter into this
Agreement as a condition precedent to the merger of CBS and CAC; and

        WHEREAS,  in  consideration  of  Acquiror's   covenants  in  the  Merger
Agreement  and to induce  Buyer to acquire CBS,  the  Shareholder  is willing to
enter into this Agreement and to comply with the restrictive covenants contained
herein.

        NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
agreements of the parties hereto, and for other good and valuable consideration,
including,  without  limitation,  Shareholder's  prorata  portion  of the Merger
Consideration,  as defined in the Merger Agreement,  the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

     1. Definitions. The following terms shall have the meanings set forth below
     for purposes of this Agreement:

                (a)      The term "Area" shall mean the state of Florida.

                (b) The term  "Confidential  Information" shall mean and include
any information,  data and know-how relating to CBS and not generally within the
public domain  (whether  constituting a trade secret or not)  including  without
limitation the following information:

     (i) financial information, such as the earnings, assets, debts, prices, fee
     structures,   projections,  budgets,  margins,  tax  information  or  other
     financial data of CBS, whether relating to CBS generally, or to particular,
     services, geographic areas or time periods;

     (ii) product and service  information,  such as information  concerning the
     goods and services used or purchased by CBS, know-how,  techniques,  codes,
     development  plans,  manuals,  the identities of suppliers and consultants,
     terms of supply and consulting contracts, or of particular transactions, or
     related  information  about  potential  suppliers and  consultants,  to the
     extent that such  information is not generally known to the public,  and to
     the  extent  that  the  combination  of  suppliers  or use of a  particular
     supplier  or  consultant,  though  generally  known  or  available,  yields
     advantages to CBS the details of which are not generally known;

          (iii) marketing information, such as details about ongoing or proposed
          marketing  programs,  strategies or agreements by or on behalf of CBS,
          marketing  forecasts or strategies or results of marketing  efforts or
          information about impending transactions;

          (iv)  personnel  information,  such as employees'  personal or medical
          histories,  compensation  or other  terms  of  employment,  actual  or
          proposed  promotions,  hirings,  resignations,  disciplinary  actions,
          terminations or reasons therefor,  training methods,  performance,  or
          other employee information;

          (v) customer  information,  such as any compilations or lists of past,
          existing  or  prospective  customers,  proposals,  bids or  agreements
          between  customers and CBS, status of customer  accounts or credit, or
          related information about actual or prospective customers; and

     (vi) operations information, such as software, systems, techniques used and
developed by CBS, operations manuals and personnel manuals.

The term "Confidential Information" does not include information that has become
generally  available  to the  public  by the act of one who  has  the  right  to
disclose such information without violating any right of CBS.

                (c) The term  "Competing  Business"  shall mean and  include any
proprietorship,   partnership,   joint  venture,  business  trust,  corporation,
association or other entity or person (other than  Triangle,  QuickCREDIT or the
Surviving  Corporation  and  any  successor  of  Triangle,  QuickCREDIT  or  the
Surviving Corporation) engaged at the time of such determination in the business
of credit reporting.

                (d) The term  "Customer" or  "Customers"  shall mean any person,
partnership,  association, firm, corporation or other entities which at the time
of  determination  has  purchased,  during the  previous  two year  period,  any
services  or  products  from  CBS or  Triangle,  QuickCREDIT  or  the  Surviving
Corporation or which has been actively  sought as a prospective  customer of CBS
during such period.

        2. Acknowledgments.  The Shareholder acknowledges that this Agreement is
being executed and delivered  ancillary to the acquisition of CBS for separately
bargained-for consideration.  The Shareholder further acknowledges that CBS is a
highly  competitive  business,  strongly  dependent upon personal  contacts with
Customers and potential  Customers and the establishment of trust and confidence
in  relationships  between  the owners  and  executive  officers  of CBS and its
Customers.  The Shareholder agrees that Triangle,  QuickCREDIT and the Surviving
Corporation  would  suffer  great  loss  and  damage  if  the  Shareholder,   on
Shareholder's own behalf or on behalf of any Competing Business,  were to engage
in a business competitive with CBS.

        3.  Covenants.  Recognizing  the need of Triangle,  QuickCREDIT  and the
Surviving Corporation to protect their legitimate business interests,  including
the  goodwill of CBS,  and to induce  Triangle,  QuickCREDIT  and the  Surviving
Corporation  to enter into and perform their  respective  obligations  under the
Merger Agreement,  Shareholder  covenants and agrees with Triangle,  QuickCREDIT
and the Surviving Corporation as follows:

                (a) that  Shareholder  will not from the date of this  Agreement
until two (2) years  following  the date  hereof,  for whatever  reason,  either
directly or indirectly:

     (i) within the Area,  solicit the sale or lease on Shareholder's own behalf
or in the  service of or on behalf of any  Competing  Business,  any  product or
service similar to or in competition  with the existing  products or services of
Triangle,  QuickCREDIT  or the  Surviving  Corporation  or any  successor to the
business of Triangle, QuickCREDIT or the Surviving Corporation;

     (ii) within the Area, either directly or indirectly,  engage,  participate,
invest in (other than to hold 1% or less of any class of  securities of a public
company)  or  assist,  as owner,  part-owner,  stockholder,  partner,  director,
officer,  trustee,  employee,  agent,  consultant  or any  other  capacity,  any
Competing Business;

     (iii) solicit or attempt to solicit,  directly or by assisting others,  any
business from a Customer of Triangle,  QuickCREDIT or the Surviving  Corporation
for purposes of providing products or services in competition with CBS.

     (iv) employ or attempt to employ or assist  anyone else in employing in any
Competing  Business any employee of the Triangle,  QuickCREDIT  or the Surviving
Corporation  (whether or not such employment is full or part time or pursuant to
a written or oral contract).

                (b) that  Shareholder  will not for a period  of ten (10)  years
from the date hereof, for whatever reason,  disclose or use or otherwise exploit
for Shareholder's  own benefit,  for the benefit of any other person, or for the
benefit of any  Competing  Business,  any  Confidential  Information;  provided,
however,  that to the extent any  Confidential  Information  constitutes a trade
secret under  applicable  law, the  restrictions  contained in this Section 3(b)
shall continue to apply for so long as such information remains a trade secret.

        4. Remedies.  Shareholder  acknowledges that irreparable loss and injury
would result to Triangle,  QuickCREDIT  and the Surviving  Corporation  upon any
breach by  Shareholder  of any of the covenants  contained in this Agreement and
that  damages  arising  out of such  breach  would be  difficult  to  ascertain.
Shareholder agrees that, in addition to all other remedies provided at law or in
equity, either Triangle,  QuickCREDIT and the Surviving Corporation , or each of
them, may petition and obtain from a court of law or equity,  without bond, both
temporary and permanent  injunctive relief to prevent a breach by Shareholder of
any such covenant.

        5.      Miscellaneous.

                (a) The terms and  provisions of this  Agreement  shall inure to
the benefit of and be binding upon Buyer,  and its successors  and assigns,  and
upon the Shareholder and Shareholder's heirs and personal  representatives.  The
rights of Triangle,  QuickCREDIT and the Surviving  Corporation hereunder may be
assigned, without the consent of Shareholder,  by Triangle,  QuickCREDIT and the
Surviving Corporation to any successor to the business of Triangle, QuickCREDIT,
or the surviving  Corporation,  whether by merger, sale of stock, sale of assets
or other transaction.

                (b) This Agreement  constitutes the entire Agreement between the
parties hereto concerning the subject matter hereof. This Agreement shall not be
altered,  modified,  amended or terminated except by written instrument executed
by the parties hereto.

                (c)  This  Agreement,  and the  rights  and  liabilities  of the
parties  hereto,  shall be construed in all respects in accordance with the laws
of the State of Florida.

                (d) The covenants  contained in this  Agreement are separate and
severable and the invalidity or  unenforceability  of any one or more covenants,
shall not affect the validity or enforceability of any other covenant  contained
herein.  It is the intention of the parties  hereto that the  provisions of this
Agreement shall be enforced to the fullest extent permissible under the laws and
public policies of each  jurisdiction in which such  enforcement is sought,  but
that the enforceability (or judicial  modification to conform with such laws and
public policies, which the parties hereby expressly authorize), of any provision
hereof shall not render unenforceable or impair the remainder of this agreement,
which shall be deemed amended to delete or modify, as necessary,  the invalid or
unenforceable  portions.  The  parties  hereto  acknowledge  and agree  that for
purposes of judicial  interpretation  or  enforcement  of this  Agreement,  this
Agreement  shall be deemed to have been executed and delivered  ancillary to the
sale of a business.


        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
executed as of the day and year first above written.



                                     TRIANGLE IMAGING GROUP, INC.



                                     ___________________________________________
                                     By: Vito A. Bellezza
                                     Title: Chairman and Chief Executive Officer



                                     QUICKCREDIT CORP.



                                     ___________________________________________
                                     By: Van Saliba
                                     Title: President



                                     CBS ACQUISITION CORP.



                                     ___________________________________________
                                     By: Van Saliba
                                     Title: President



                                   SHAREHOLDER



                                     ___________________________________________
                                     By:



<PAGE>




                                    EXHIBIT F

                                 Form of Release


     THIS RELEASE (the  "Agreement")  is executed and  delivered as of April 30,
1998 by ________________________, an individual resident of the State of Florida
(the "Shareholder") in favor of, and for the benefit of, Triangle Imaging Group,
Inc.,  a  Florida  corporation   ("Triangle"),   QuickCREDIT  Corp.,  a  Florida
corporation  ("QuickCREDIT"),  CBS  Acquisition  Corp.,  a  Florida  corporation
("CAC"),  and the  Representatives  of the  foregoing  corporations  (as defined
below).

     WHEREAS,  the  Shareholder has entered into an Agreement and Plan of Merger
and Reorganization,  dated as of April 30, 1998 (the "Merger Agreement"), by and
among,  Triangle,  QuickCREDIT,  CAC,  Credit Bureau  Services,  Inc., a Florida
corporation ("CBS"), and the Shareholder,  whereby CBS shall merge with and into
CAC at which time CBS shall cease to exist (the "Merger"); and

     WHEREAS,  pursuant  to the  requirements  of  Section  5.6  of  the  Merger
Agreement,  and  as a  condition  to  closing  and  effecting  the  Merger,  the
Shareholder is required to release and forever discharge  Triangle,  QuickCREDIT
and CAC and each of their respective directors,  officers, agents and employees,
attorneys   and   stockholders   (collectively,   "Representatives"),   and  the
Shareholder is willing to so release and discharge Triangle, QuickCREDIT and CAC
and each of  their  respective  past,  present  and  future  Representatives  in
consideration  of the direct  personal  benefit to be derived by the Shareholder
from the Merger;

     NOW, THEREFORE,  for and in consideration of the premises and the promises,
undertakings  and  covenants  set  forth  herein,  the  receipt,   adequacy  and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound hereby, agree as follows:

1. Release by the Shareholder.  The Shareholder,  for himself and his respective
heirs,  personal  representatives,  successors and assigns,  hereby releases and
forever discharges Triangle,  QuickCREDIT and CAC, their respective  affiliates,
successors and assigns,  and each of their  respective  past,  present or future
Representatives,  of and from any and all causes of action and claims for relief
of  any  kind  and  nature  whatsoever,   known  and  unknown,  anticipated  and
unanticipated,  absolute or  contingent,  past,  present  and future,  for or on
account  of  any  and  all  losses,   injuries,   or  damages,   including   all
consequential,  incidental,  and  derivative  damages  of any kind  and  nature,
arising on or before the  Effective  Date (as defined in the Merger  Agreement),
resulting or to result from or in any way growing out of the previous employment
relationship  between the  Shareholder  and CBS prior to the Effective Date, and
all other matters of every type or nature which, directly or indirectly,  relate
to or  concern  any  relationship  between  the  Shareholder  and CBS and  their
respective  affiliates,  successors  and assigns,  and each of their  respective
past, present or future Representatives, prior to the Effective Date, except (i)
claims  for  regular  compensation  and  benefits  accrued  and  payable  to the
Shareholder  with respect to periods  beginning  prior to the Effective Date, as
applicable, in each case consistent with CBS's normal policies for such payments
as disclosed to Triangle,  QuickCREDIT  and CAC, (ii) claims  against  Triangle,
QuickCREDIT  and CAC for breach of the Merger  Agreement,  and (iii)  claims for
indemnification  for  actions  taken by the  Shareholder  in its  capacity as an
officer or director of CBS to the extent CBS is otherwise  legally  obligated to
so indemnify the Shareholder (collectively, the "Unreleased Claims").

2.  Representations  of the Shareholder.  The Shareholder  hereby represents and
warrants to Triangle,  QuickCREDIT  and CAC that the  Shareholder has not at any
time  assigned  any claim that the  Shareholder  may have had,  now has,  or may
hereafter  have against  Triangle,  QuickCREDIT,  CAC,  CBS or their  respective
affiliates,  successors  or assigns,  or each of their  past,  present or future
Representatives,  and  for  themselves  and  their  respective  heirs,  personal
representatives,   successors  and  assigns,  hereby  covenant  and  agree  with
Triangle,  QuickCREDIT and CAC, that they shall not hereafter take any action to
assign or assist in the  assignment of any such claim,  other than an Unreleased
Claim.

3. Governing Law. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Florida.

4.  Severability  of  Provisions.  Wherever  possible,  each  provision  of this
Agreement  shall be interpreted to be effective and valid under  applicable law,
but if any provision of this  Agreement  shall be prohibited by or invalid under
applicable law, said provision  shall be ineffective  only to the extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

5.  Counterparts.  This  Agreement may be executed in one or more  counterparts,
each of which taken together shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the  undersigned  has  caused  this  Agreement  to be
executed and delivered under seal as of the day and year first written above.



                                  ________________________________________(SEAL)
                                  Name:


<PAGE>



                                    EXHIBIT G

                      FORM OF SHARE SUBSCRIPTION AGREEMENT

                      IMPORTANT INFORMATION FOR SUBSCRIBER

THE SECURITIES PURCHASED PURSUANT TO THE SUBSCRIPTION  AGREEMENT SET FORTH BELOW
HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE
FLORIDA SECURITIES AND INVESTOR  PROTECTION ACT, AS AMENDED  (COLLECTIVELY,  THE
"ACTS"),  OR ANY OTHER  APPLICABLE BLUE SKY LAW, AND CANNOT BE SOLD OR OTHERWISE
TRANSFERRED  UNLESS SUCH SECURITIES (i) ARE REGISTERED  UNDER SUCH ACTS, (ii) IN
THE OPINION OF LEGAL COUNSEL AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE OR
(iii) THE REQUEST FOR  TRANSFER IS  ACCOMPANIED  BY  NO-ACTION  LETTERS FROM THE
SECURITIES  AND  EXCHANGE   COMMISSION  AND  THE  APPLICABLE   STATE  SECURITIES
COMMISSION.   BECAUSE  THE  SECURITIES  ARE  NOT  REGISTERED   UNDER  THE  ACTS,
SUBSCRIBERS  MUST BEAR THE ECONOMIC RISK OF INVESTMENT IN SUCH SECURITIES FOR AN
INDEFINITE PERIOD OF TIME. CERTIFICATES REPRESENTING SUCH SECURITIES WILL BEAR A
LEGEND BRIEFLY DESCRIBING  RESTRICTIONS WITH RESPECT TO THE TRANSFER THEREOF AND
A  STOP-TRANSFER  ORDER WITH RESPECT TO SUCH  SECURITIES WILL BE PLACED WITH THE
CORPORATION'S  TRANSFER  AGENT (OR NOTED IN THE  CORPORATION'S  RECORDS)  BEFORE
CERTIFICATES REPRESENTING ANY SECURITIES SUBSCRIBED WILL BE ISSUED.

                          SHARE SUBSCRIPTION AGREEMENT

         TO  THE  BOARD  OF  DIRECTORS  OF  Triangle  Imaging  Group,   Inc.,  a
corporation  organized and  incorporated  under the laws of the State of Florida
(the "Corporation"):

     1.  Subscription.   The  undersigned,   ___________________________________
("Subscriber"),  hereby  subscribes for __________ shares of common stock of the
Corporation,  $.0001 par value (the "Shares"),  for the aggregate  consideration
described in that certain Agreement and Plan of Merger and  Reorganization  (the
"Merger  Agreement") dated as of  _____________________,  1998, by and among the
Corporation,   QuickCREDIT   Corp.,  a  Florida   corporation  and  wholly-owned
subsidiary of the Corporation ("QuickCREDIT"),  CBS Acquisition Corp., a Florida
corporation    and     wholly-owned     subsidiary    of    QuickCREDIT,     and
______________________________, a Florida corporation, and Subscriber.

         2. Restrictions.  Subscriber  understands that the Shares have not been
registered  under the Acts, or any other  applicable "blue sky" law, and will be
issued  in  reliance  upon  certain  exemptions  from  registration  thereunder.
Subscriber understands that the statutory basis for such exemptions is dependent
upon  Subscriber's  undertaking to acquire the Shares for purposes of investment
for its own  account,  not as a nominee  or agent,  and  without  the  intent of
reselling  or disposing of the Shares,  or otherwise  participating  directly or
indirectly in a distribution  thereof.  Subscriber  further  understands that by
reason of the  exemptions to be relied upon in connection  with their  issuance,
the Shares issued to  Subscriber  will not be freely  transferable  and that any
proposed sale or other  transfer of the Shares may be prohibited and will in any
event be subject to significant restrictions.  Any certificates representing the
Shares will bear a legend to such effect, and a stop-transfer order with respect
to the Shares will be placed with the Corporation's  transfer agent (or noted in
the  Corporation's  records if the Corporation acts as its own transfer agent in
respect of the Shares).

         3.  Representations  and  Warranties of Subscriber.  Subscriber  hereby
represents and warrants to, and agrees with, the Corporation as follows:

     (a) The  Shares are being  acquired  by  Subscriber  for  Subscriber's  own
account,  not as a  nominee  or agent,  and not with a view to, or for,  resale,
transfer or distribution;

     (b) Subscriber has no intention of participating  directly or indirectly in
a distribution of the Shares;

     (c)  Subscriber has such knowledge and experience in financial and business
matters that  Subscriber is capable of  evaluating  the merits and risks of this
investment;

     (d)  Subscriber  has  received  and  reviewed  copies of the  Corporation's
filings with the United  States  Securities  and Exchange  Commission  listed on
Exhibit A hereto.

     (e)  Subscriber  has had access  during the course of the  transactions  as
contemplated in the Merger  Agreement and prior to its acquisition of the Shares
to such  additional  information  relating to the  Corporation as Subscriber has
desired and has been given the  opportunity to (i) ask questions of, and receive
answers from, the Corporation and its representatives concerning the Corporation
and the terms and conditions of the issuance of the Shares,  and (ii) obtain any
additional  information that the Corporation  possesses or can reasonably obtain
that is  necessary  to verify  the  accuracy  of  information  furnished  by the
Corporation in connection herewith;

     (f) Subscriber is an accredited investor as that term is defined in Section
501(a) under Regulation D promulgated by the Securities and Exchange  Commission
under the Securities Act of 1933.  Subscriber is capable of bearing the economic
risks of the investment in the Shares,  including loss of the entire investment,
and if  Subscriber  deems it  necessary to do so, has reviewed the merits of the
investment  with his tax and legal counsel and with investment  adviser(s),  and
Subscriber understands the merits and risks of this investment; and

     (g)   Subscriber  has   accurately   completed  the   accredited   Investor
Questionnaire  attached hereto as Exhibit B and has executed such Questionnaire,
and any applicable exhibits thereto, where required.

     (h)  Subscriber  has  evaluated  the  risks  of  this  investment  and  has
determined the Corporation is a suitable investment.

         4.   Representations   of  the  Corporation.   The  Corporation  hereby
represents and warrants to Subscriber as follows:

     (a) The  Corporation is a corporation  organized and in good standing under
the laws of the State of Florida;

     (b) All  corporate  action  on the part of the  Corporation  necessary  for
authorization  in  respect  of  the  Corporation's  issuance  of the  Shares  as
contemplated  hereunder  has been (or shall  be) taken  prior to the date of the
Corporation's execution of this Share Subscription Agreement;

     (c) The Corporation's  execution of this Share  Subscription  Agreement and
issuance  of the Shares as  contemplated  hereunder  will not  conflict  with or
violate any  provision  of the  Certificate  of  Incorporation  or Bylaws of the
Corporation or any material agreement to which the Corporation is bound; and

     (d) Upon execution of this Share Subscription  Agreement and receipt by the
Corporation of the consideration for the Shares as described herein,  the Shares
shall  be  deemed  to  be  validly  issued  and  outstanding,   fully  paid  and
nonassessable.

         5.  Consideration.  Subscriber  hereby agrees and understands  that the
consideration  for the  Shares  shall  not be  delivered  by  Subscriber  to the
Corporation  until the  share  subscription  contained  herein  shall  have been
accepted; provided, however, that such consideration shall be delivered promptly
thereafter in accordance  with the terms and conditions of the Merger  Agreement
and  prior  to  the  issuance  by the  Corporation  of  the  Shares.  Subscriber
understands  and  agrees  that  the   undersigned   shall  not  be  entitled  to
certificates for, nor shall the undersigned be entitled to vote the Shares until
the  consideration  set forth herein has been  delivered to the  Corporation  as
contemplated in the Merger Agreement.

         Executed as of the _______ day of _______________, 1998.


                                         Very truly yours,


                                         _________________________________(L.S.)


ACCEPTED AND AGREED TO:

TRIANGLE IMAGING GROUP, INC.


By:__________________________________________
   Name: Vito A. Bellezza
   Title: Chairman of the Board of Directors
             and Chief Executive Officer

Date: ________, 1998


<PAGE>




                                    EXHIBIT A


                              INDEX TO SEC FILINGS

     I. The Corporation's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997;

     II. The Corporation's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997;

     III. The Corporation's  Registration  Statement on Form S-8 filed on August
15, 1997;

     IV. The Corporation's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997;

     V. The Corporation's  Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997;

     VI. The  Corporation's  Quarterly  Report on Form 10-KSB for the year ended
December 31, 1996;

     VII. The Corporation's  Amendment to its Current Report on Form 8-K/A filed
March 4, 1997;

     VIII. The Corporation's Current Report on Form 8-K filed January 3, 1997;

     IX. The Corporation's Registration Statement on Form S-8 filed December 24,
1996;

     X. The Corporation's Current Report on Form 8-K filed December 20, 1996;

     XI. The  Corporation's  Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996;

     XII. The Corporation's  Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996;

     XIII. The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;

     XIV.  The  Corporation's  Annual  Report on Form  10-KSB for the year ended
December 31, 1995.



<PAGE>






                                    EXHIBIT B

                          TRIANGLE IMAGING GROUP, INC.
                        ACCREDITED INVESTOR QUESTIONNAIRE

Purpose of This Questionnaire

         The  undersigned  has met with certain  principals of Triangle  Imaging
Group,  Inc. (the  "Company"),  and has been provided  certain  information with
regard  to a  proposed  investment  in the  Company.  Certain  of the  Company's
securities  will be  offered  to the  undersigned  as an  "accredited  investor"
without  registration  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or the  securities  laws of any  state,  in  reliance  on the  exemption
contained in Section 3(b) and/or 4(2) and/or 4(6) of the 1933 Act in reliance on
Regulation D of the Securities and Exchange Commission thereunder and on similar
exemptions  under applicable state laws. Under Section 4(2) and/or certain state
laws,  the  Company  may be  required to  determine  that an  individual,  or an
individual together with a "purchaser  representative" or each individual equity
owner of an "investing  entity" meets certain  suitability  requirements  before
selling securities to such individual or entity.  This Questionnaire will enable
the Company to make  investor  qualification  determinations  and  discharge its
responsibilities  under federal and state  securities  laws and the Company will
rely  upon the  information  contained  herein.  SECURITIES  WILL NOT BE SOLD OR
ISSUED  TO  THE  UNDERSIGNED  UNTIL  A  QUESTIONNAIRE  HAS  BEEN  FILLED  OUT AS
THOROUGHLY AS POSSIBLE. IN THE CASE OF AN INVESTOR THAT IS A PARTNERSHIP,  TRUST
OR  CORPORATION  WHICH DOES NOT QUALIFY AS AN ACCREDITED  INVESTOR,  EACH EQUITY
OWNER  MUST  COMPLETE A  QUESTIONNAIRE  TO  DETERMINE  ACCREDITED  STATUS.  This
Questionnaire does not constitute an offer to sell or a solicitation of an offer
to buy any security.

Instructions:

         The Company will not issue securities to the undersigned  until one (1)
copy of this  Questionnaire has been completed,  signed,  dated and delivered to
the Company.

         Your  answers  will be kept  strictly  confidential  at all times.  The
Company may,  however,  present this  Questionnaire  to such parties as it deems
appropriate  in order to assure itself that the offer and sale of the securities
will not result in a violation of the registration provisions of the 1933 Act or
a violation of the securities laws of any state.

         All questions must be answered.  If the appropriate answer is "None" or
"Not  applicable,"  please so state.  Please  print or type your  answers to all
questions and attach  additional  sheets if necessary to complete your answer to
any item.

Name(s):________________________________________________________________________


Social Security Number or Taxpayer Identification Number:_______________________


Home Address:___________________________________________________________________

________________________________________________________________________________


Business Address:_______________________________________________________________

________________________________________________________________________________


Home Telephone:_________________________________________________________________


Business Telephone:_____________________________________________________________


Occupation/Business:____________________________________________________________


Place and date of formation (if an entity):_____________________________________


If the  undersigned  is an individual,  please CHECK  whichever of the following
statements, (a)-(e) below, is applicable to you:

     ___ (a) The undersigned has had an individual  income in excess of $200,000
in each of the two most recent calendar years and reasonably  expects to have an
individual income in excess of $200,000 in the current calendar year;

     ___ (b) The  undersigned  has had joint  income  with his or her  spouse in
excess of $300,000 in each of the two most recent  calendar years and reasonably
expects to have joint income with his or her spouse in excess of $300,000 in the
current calendar year;

     ___ (c) The  undersigned  has an individual  net worth,  or joint net worth
with his or her spouse, in excess of $1,000,000;

     ___ (d) The undersigned is a director or executive officer of the Company;

     ___ (e) None of the above.

         For purposes of this Accredited Investor  Questionnaire,  the following
definitions apply:

         "Individual  income"  means  "adjusted  gross  income" as reported  for
federal  income tax  purposes,  less any income  attributable  to a spouse or to
property  owned  by a  spouse,  increased  by the  following  amounts  (but  not
including  any  amounts  attributable  to a  spouse  or to  property  owned by a
spouse):  (i) the amount of any interest  income  received  which is  tax-exempt
under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"),
(ii) the  amount  of any  losses  claimed  as a  limited  partner  in a  limited
partnership  (as  reported on  Schedule E of Form 1040) and (iii) any  deduction
claimed for depletion under Section 611 et seq. of the Code.

         "Joint income" means  "adjusted gross income" of you and your spouse as
reported for federal  income tax purposes,  increased by the following  amounts:
(i) the amount of any interest income received which is tax-exempt under Section
103 of the Code,  (ii) the amount of losses  claimed  as a limited  partner in a
limited  partnership  (as  reported  on  Schedule  E of Form 1040) and (iii) any
deduction claimed for depletion under Section 611 et seq.
of the Code.

         "Net  worth"  means the excess of total  assets at fair  market  value,
including  home  and  personal  property,  over  total  liabilities,   including
mortgages and income taxes on unrealized appreciation of assets.

If  the  undersigned  is a  corporation,  partnership,  employee  benefit  plan,
individual  retirement account or trust, please CHECK whichever of the following
statements (a)-(n) is applicable:

     ___ (a) The undersigned is a self-directed individual retirement account or
401(k) Plan (if this  statement  is  checked,  the  participant  must also check
whichever of statements 9(a)-(e), above are applicable);

     ___ (b) The undersigned is a bank as defined in section 3(a)(2) of the 1933
Act,  or a savings  and loan  association  or other  institution  as  defined in
section 3(a)(5)(A) of the 1933 Act, whether acting in an individual or fiduciary
capacity;

     ___ (c) The  undersigned  is a broker  or  dealer  registered  pursuant  to
section 15 of the Securities Exchange Act of 1934;

     ___ (d) The undersigned is an insurance company as defined in section 2(13)
of the 1933 Act;

     ___ (e) The  undersigned  is an  investment  company  registered  under the
Investment Company Act of 1940;

     ___ (f) The  undersigned  is a business  development  company as defined in
section 2(a)(48) of the Investment Company Act of 1940;

     ___ (g) The undersigned is a Small Business  Investment Company licensed by
the U.S. Small Business  Administration under section 301(c) or (d) of the Small
Business Investment Act of 1958;

     ___ (h) The  undersigned is a plan  established  and maintained by a state,
its political  subdivisions,  or any agency or instrumentality of a state or its
political subdivisions,  for the benefit of its employees if such plan has total
assets in excess of $5,000,000;

     ___ (i) The  undersigned is an employee  benefit plan within the meaning of
Title I of the Employee  Retirement  Income Security Act of 1974,  provided that
the investment decision is made by a plan fiduciary, as defined in section 3(21)
of such  Act,  and the  plan  fiduciary  is  either  a bank,  savings  and  loan
association,  insurance  company  or  registered  investment  adviser  or if the
employee  benefit  plan has  total  assets  in  excess  of  $5,000,000  or, if a
self-directed plan, the investment decisions are made solely by persons that are
accredited investors.

     ___ (j) The  undersigned  is a  private  business  development  company  as
defined in section 202(a)(22) of the Investment Advisers Act of 1940;

     ___ (k) The undersigned is an organization  described in section  501(c)(3)
of the Code, a  corporation,  a  Massachusetts  or similar  business  trust,  or
partnership,  not formed for the specific  purpose of acquiring the  securities,
with total assets in excess of $5,000,000;

     ___  (l)  The  undersigned  is a trust  with  total  assets  in  excess  of
$5,000,000,  not formed for the specific  purpose of acquiring  the  securities,
whose  purchase is  directed  by a  sophisticated  person as  described  in Rule
506(b)(2)(ii) under the Securities Act;

     ___ (m) The undersigned is an entity, each of whose stockholders,  partners
or beneficiaries  meets at least one of the conditions set forth under 9(a)-(d),
above  with  respect  to  individuals  or  10(b)-(l),   above  with  respect  to
corporations, partnerships, trusts or other entities; or

     ___ (n) None of the above.

IF YOU  CHECK  THE  STATEMENT  NOTED AS 10(m)  ABOVE  AND DO NOT CHECK ANY OTHER
STATEMENT,  A COMPLETED  QUESTIONNAIRE  FOR EACH  STOCKHOLDER OF THE SUBSCRIBING
CORPORATION,  EACH PARTNER OF THE SUBSCRIBING PARTNERSHIP OR EACH BENEFICIARY OF
THE SUBSCRIBING EMPLOYEE BENEFIT PLAN MUST ACCOMPANY THIS QUESTIONNAIRE.

     To the best of my knowledge and belief,  the above information  supplied by
me is true and correct in all respects.


Dated: _______________________           _______________________________________
                                         Signature

                                         _______________________________________
                                         Title (if an entity)


<PAGE>



                     ALL PURCHASERS MUST COMPLETE THIS PAGE


IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Accredited  Investor
Questionnaire on this _______ day of ____________________, 1998.

______________________ x $______________ per share = $__________________________
Shares to be Purchased                                      Purchase Price


Manner in which Title is to be held (Please Check One):


1.    _____  Individual                    7.    ______  Trust/Estate/Pension or
                                                         Profit Sharing Plan
                                                         Date Opened:___________

2.    _____  Joint Tenants With
             Right of Survivorship
                                           8.    ______  As a Custodian for
3.    _____  Community Property
                                                ________________________________
                                                Under the Uniform Gift to Minors
4.    _____  Tenants in Common                  Act of the State of_____________


5.    _____  Corporation/Partnership       9.    ______  Married with Separate
                                                         Property

6.    _____  IRA                          10.    ______  Keogh


                   INDIVIDUAL  PURCHASERS MUST COMPLETE PAGE 6; PURCHASERS WHICH
              ARE ENTITIES MUST COMPLETE PAGE 7.


<PAGE>


              FOR EXECUTION BY A PURCHASER WHO IS A NATURAL PERSON


________________________________________________________________________________
                     Exact Name in Which Title is to be Held



________________________________________________________________________________
                                   (Signature)



________________________________________________________________________________
                               Name (Please Print)



________________________________________________________________________________
                      Residence Address: Number and Street



________________________________________________________________________________
                City                               State             Zip Code


________________________________________________________________________________
                             Social Security Number


Accepted this ________ day of _________________, 1998, on behalf of the Company.



                                    By:_________________________________________

                                    Name:_______________________________________

                                    Title:______________________________________



<PAGE>


                 FOR EXECUTION BY A PURCHASER WHICH IS AN ENTITY

                     (Corporation, Partnership, Trust, Etc.)



________________________________________________________________________________
                          Name of Entity (Please Print)



                                    By:_________________________________________

                                    Title:______________________________________


                                    Attest:_____________________________________

                                    Title:______________________________________



                                                     [SEAL]



                                    ____________________________________________

                                    ____________________________________________

                                    ____________________________________________
                                     Address



                                    ____________________________________________
                                    Taxpayer Identification Number


ACCEPTED, this ______ day of __________________, 1998, on behalf of the Company.





                                    By:_________________________________________

                                    Name:_______________________________________

                                    Title:______________________________________



<PAGE>



                                    EXHIBIT H

                             FORM OF LEASE AGREEMENT







<PAGE>


                                    EXHIBIT I

                                FORM OF GUARANTY


        THIS GUARANTY (the  "Guaranty") is executed as of the 30th day of April,
1998 by STEVEN P. NAIMOLI and KIM A. NAIMOLI,  individual residents of the State
of Florida (the  "Guarantors"),  in favor of CBS  ACQUISITION  CORP.,  a Florida
corporation ("CAC").

        WHEREAS,  CAC and Guarantors  are parties to that certain  Agreement and
Plan of Merger and Reorganization  dated April 30, 1998 pursuant to which Credit
Bureau Services,  Inc., a Florida  corporation  ("CBS") will merge with and into
CAC (the  "Merger") and CAC will continue as the  surviving  corporation  of the
Merger; and

        WHEREAS,  CBS and Steven P.  Naimoli are  indebted to William J. Tackett
and Ethel K.  Tackett  (the  "Tacketts")  pursuant to the terms of that  certain
promissory  note dated  October 4, 1994,  in the  original  principal  amount of
$200,000 (the "Note") a copy of which is attached hereto as Exhibit A; and

        WHEREAS,  pursuant  to Section  5.11 of the Merger  Agreement  Steven P.
Naimoli and Kim A. Naimoli  covenant and agree to make all payments of principal
and interest,  when and as due, in accordance with the terms of the Note, all as
more fully set forth in said Section 5.11 of the Merger Agreement;

        WHEREAS,  it is a condition  precedent to the obligation of CAC to enter
into the Merger that this Guaranty be executed by Guarantors; and

        WHEREAS, Guarantors have determined that execution of this Guaranty will
be of benefit to Guarantors and Guarantors are therefore willing to execute this
Guaranty to induce CAC to enter into the Merger;

        NOW  THEREFORE,  in  consideration  of the  premises  and for  good  and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged by Guarantors, the Guarantors agree as follows:

i. Guaranty. For good and valuable consideration (the receipt and sufficiency of
which  Guarantors  hereby  acknowledge) and for the purpose of seeking to induce
CAC to enter into the  Merger  Agreement  (the  completion  of which  Guarantors
acknowledge  to be to the interest  and  advantage  of  Guarantors),  Guarantors
hereby  unconditionally,  absolutely and irrevocably  guarantee to CAC and CAC's
successors  and  assigns,  the full and prompt  payment,  in lawful money of the
United States when due, whether by acceleration or otherwise, with such interest
as may accrue thereon,  either before or after the termination  thereof,  of any
and all past,  present and future obligations of CBS or the Guarantors or any of
its or his affiliates, whether now or hereafter existing, arising under the Note
and/or  Section  5.11 of the  Merger  Agreement,  together  with  any  renewals,
modifications,  amendments and extensions  thereof.  This Guaranty uses the term
"obligations" (hereinafter collectively referred to as the "Obligations") in its
most comprehensive  sense,  including any and all obligations and liabilities of
CBS or the Guarantors arising out of or in any way relating to the Note.

2. Assignment.  This Guaranty is assignable by CAC, and any assignment hereof or
any  transfer or  assignment  of the  Guaranty or portions  thereof by CAC shall
operate to vest in any such assignee, to the extent so assigned,  all rights and
powers herein conferred upon and granted to CAC.

          IN WITNESS WHEREOF, Guarantors have signed and sealed this Guaranty as
          of the date first written above. Guarantors:




                                             By: _______________________________
                                                 Steven P. Naimoli




                                             By: _______________________________
                                                 Kim A. Naimoli


<PAGE>




                                    EXHIBIT J

               FORM OPINION OF COUNSEL TO CBS AND THE SHAREHOLDERS


                                 April 30, 1998


Triangle Imaging Group, Inc.
4400 West Sample Road, Suite 228
Coconut Creek, Florida 33073

Ladies and Gentlemen:

        This  opinion is rendered to you  pursuant  to the  requirements  of the
Agreement and Plan of Merger and Reorganization, dated as of April 30, 1998 (the
"Merger  Agreement"),  by and among  Credit  Bureau  Services,  Inc.,  a Florida
corporation  (the  "Company"),  Steven P.  Naimoli and Kim A.  Naimoli,  each an
individual  resident  of the State of  Florida  (the  "Shareholders"),  Triangle
Imaging Group, Inc., a Florida  corporation  ("Triangle"),  QuickCREDIT Corp., a
Florida  corporation  ("QuickCREDIT"),  and CBS  Acquisition  Corp.,  a  Florida
corporation (the "Subsidiary").

        We  have  acted  as  counsel  to the  Company  and the  Shareholders  in
connection  with  the  entry  into  and  performance  by  the  Company  and  the
Shareholders of the transactions  contemplated in the Merger  Agreement.  In the
capacity  described above, we are familiar with the corporate minute book of the
Company,  including  the articles of  incorporation,  bylaws and stock  transfer
records  of  the  Company,  and we  are  further  familiar  with  the  corporate
proceedings of the Company relating to the Merger Agreement and the transactions
contemplated  therein.  We have also examined originals or copies certified,  or
otherwise identified to our satisfaction, of the following documents:

        1.       the Merger Agreement;

        2. the  Share  Subscription  Agreements,  each  dated  April  30,  1998,
executed by each of the Shareholders in favor of Triangle;

     3. the  Releases,  each  dated  April  30,  1998,  executed  by each of the
Shareholders;

     4. the Employment  Agreements,  each dated April 30, 1998,  executed by the
Shareholders;

        5. the  Restrictive  Covenants  Agreements,  each dated April 30,  1998,
executed by each of the Shareholders;

     6.  the  Escrow   Agreement,   dated  April  30,  1998,   executed  by  the
Shareholders;

     7. a certificate,  dated April ____, 1998, issued by the Secretary of State
of the State of Florida with respect to the  corporate  existence of the Company
(the "Certificate of Existence"); and

        8. the  Certificate of Merger of the Company into the  Subsidiary  dated
April 30, 1998,  to be filed with the Secretary of State of the State of Florida
(the "Certificate of Merger").

     The  documents  referenced  in  items 1  through  8 above  are  hereinafter
collectively referred to as the "Merger Documents".

        This  opinion  letter  is  governed  by,  and  shall be  interpreted  in
accordance  with,  the Legal  Opinion  Accord of the ABA Section of Business Law
(1991)  (the  "Accord").  As  a  consequence,  it  is  subject  to a  number  of
qualifications,  exceptions,  definitions,  limitations  on  coverage  and other
limitations,  all as more particularly described in the Accord, and this opinion
letter should be read in conjunction  therewith.  Capitalized terms used in this
opinion  letter and not otherwise  defined  shall have the meanings  assigned to
such  terms in the  Accord  and the  Merger  Agreement.  If there  should be any
conflict  between  the  definition  contained  in  the  Accord  and  the  Merger
Agreement, the definition contained in the Accord shall control.

        The  opinions  expressed  herein are limited to the laws of the State of
Florida and the federal laws of the United States of America.

        In  connection  with the opinions  set forth below,  we have assumed the
genuineness  of all  signatures,  other than those on behalf of the  Company and
those of the Shareholders,  and the  authenticity,  completeness and accuracy of
all materials  examined.  As to questions of fact  material to our opinions,  we
have relied,  without  independent  verification of the accuracy or completeness
thereof, solely on the following:  (i) the contents of the corporate minute book
and  stock   transfer   records  of  the  Company;   (ii)  the   statements  and
representations  contained  in the  Certificate  of  Existence;  and  (iii)  the
respective  statements,  representations  and  warranties of the Company and the
Shareholders  contained in the Merger  Agreement.  We have made no other factual
investigation for the purpose of rendering this opinion letter.

        The use of the term "Actual  Knowledge"  shall have the meaning given to
such term in the Accord,  but shall not be taken that we have made,  and in fact
we have not made,  any  independent  investigation  concerning  the  accuracy or
veracity  of any  representation,  warranty or  statement  of fact other than as
described in the preceding paragraphs. We have made no independent search of any
public  records in  connection  with our  rendering  of the  opinions  contained
herein.

        Based upon and subject to the foregoing, we are of the opinion that:

        1. The Company is a corporation duly organized,  validly existing and in
good  standing  under the laws of the  State of  Florida  and has all  necessary
corporate  power and lawful  authority to own,  operate and lease its properties
and carry on its business as and where such business is now being conducted.  As
used herein,  the term "in good standing"  shall mean that all filings have been
made as required under applicable filing and annual  registration  provisions of
the  Florida  Business  Corporation  Act and all  filing  fees  due and  payable
thereunder have been paid.

        2. The issued and outstanding  shares of the Company are as set forth on
Schedule 2.2 to the Merger Agreement.  All the shares of the Company  identified
on  such  Schedule  are  duly  authorized,   validly  issued,   fully  paid  and
nonassessable.  Except as set forth on  Schedule  2.2 to the  Merger  Agreement,
there  is no  outstanding  capital  stock of the  Company,  and,  to our  Actual
Knowledge,  except as set forth on Schedule 2.3 to the Merger  Agreement,  there
are no outstanding options,  warrants or other rights to acquire common stock or
other securities of the Company.

        3. Each of the  Shareholders is the sole record and beneficial  owner of
the  shares  set  forth  beside  his or her  name  on  Exhibit  A to the  Merger
Agreement,  and,  to our  Actual  Knowledge,  has good and  valid  title to such
shares, free and clear of all liens, claims, encumbrances, equities or claims.

        4. The  Company has duly and validly  executed  each Merger  Document to
which it is a party,  and each such Merger  Document  is the valid,  binding and
enforceable  obligation of the Company.  Each of the  Shareholders  has duly and
validly  executed each Merger Document to which such Shareholder is a party, and
each such Merger Document is the valid,  binding and  enforceable  obligation of
such Shareholder.

        5. The execution,  delivery and  performance of the Merger  Documents to
which the Company is a party by the Company are within the  Company's  corporate
powers and have been duly  authorized by all necessary  corporate  action on the
part of the  Company.  The  execution,  delivery and  performance  of the Merger
Documents to which either  Shareholder is a party are within such  Shareholder's
full power and legal capacity.  Except as disclosed in the Merger Documents, the
execution,  delivery and  performance of the Merger  Documents by the Company or
either Shareholder, do not: (i) conflict with, require any consent under, result
in the  violation of, or constitute a breach of any provision of the articles or
certificate  of  incorporation  or bylaws  of the  Company;  (ii) to our  Actual
Knowledge, conflict with, require any Consent under, result in the violation of,
constitute a breach of, or accelerate  the  performance  required on the part of
either  Shareholder or the Company by the terms of, any evidence of indebtedness
or Contract to which either  Shareholder or the Company is a party, in each case
with or without  notice or lapse of time or both, or permit the  termination  of
any such Contract by another Person;  (iii) to our Actual  Knowledge,  result in
the creation or imposition of any  Encumbrance  upon, or  restriction on the use
of, any property or assets of the Company or the Company  Common Stock under any
Contract to which either the Company or either Shareholder is bound; (iv) to our
Actual Knowledge,  accelerate, or constitute an event entitling, or which would,
on notice or lapse of time or both,  entitle the holder of any  indebtedness  of
the  Company  or either  Shareholder  to  accelerate  the  maturity  of any such
indebtedness;  (v)  conflict  with or result in the breach or  violation  of any
Legal  Requirement that is binding on either the Company or either  Shareholder;
or (vi) violate or cause any  revocation  of or  limitation on any Permit of the
Company.

        6. Except as  disclosed  in  Schedule  2.7 to the Merger  Agreement,  no
authorization,  consent  or  approval  or other  action  by, and no notice to or
filing  with,  any  Governmental  Body or any  other  Person is  required  to be
obtained  or made by the  Company  or  either  of the  Shareholders  for the due
execution, delivery and performance by them of the Merger Documents.

        7. Under the laws of the State of Florida,  the Merger will be effective
upon the filing of the  Certificate  of Merger  with the  Secretary  of State of
Florida.

        8. This letter is given solely for the benefit of the addressees  hereof
and may  only  be  relied  upon  for  matters  arising  out of the  transactions
described herein. Without our prior written consent, this letter may not be used
or relied upon by any other person or entity for any purpose whatsoever.

                                Very truly yours,



                                By: ____________________________________________




<PAGE>




                                    EXHIBIT K

           FORM OF OPINION OF COUNSEL TO TRIANGLE, QUICKCREDIT AND CAC

                                 April 30, 1998


Credit Bureau Services, Inc.
3045 N. Federal Highway, Suite 60
Fort Lauderdale, Florida 33306

Ladies and Gentlemen:

        This opinion is rendered to you pursuant to the  requirements of Section
7.4 of the  Agreement and Plan of Merger and  Reorganization,  dated as of April
30, 1998 (the "Merger Agreement"),  by and among Credit Bureau Services, Inc., a
Florida corporation (the "CBS"),  Steven P. Naimoli and Kim A. Naimoli,  each an
individual  resident  of the State of  Florida  (the  "Shareholders"),  Triangle
Imaging Group, Inc., a Florida  corporation  ("Triangle"),  QuickCREDIT Corp., a
Florida  corporation  ("QuickCREDIT"),  and CBS  Acquisition  Corp.,  a  Florida
corporation ("CAC").

        We have  acted as  special  counsel  to  Triangle,  QuickCREDIT  and CAC
(collectively,  the "Parties") in connection  with the negotiation of the Merger
Agreement and the consummation by the Parties of the  transactions  contemplated
in the Merger Agreement.  In the capacity  described above, we are familiar with
the records of the corporate  proceedings of the Parties  relating to the Merger
Agreement  and the  transactions  contemplated  therein.  We have also  examined
originals or copies, certified, or otherwise identified, to our satisfaction, of
the following documents:

        1.       the Merger Agreement;

        2. the  Share  Subscription  Agreements,  each  dated  April  30,  1998,
executed by each of the Shareholders in favor of Triangle;

     3. the  Releases,  each  dated  April  30,  1998,  executed  by each of the
Shareholders;

        4. the  Restrictive  Covenants  Agreements,  each dated April 30,  1998,
executed by each of the Shareholders;

     5. the Employment  Agreements,  each dated April 30, 1998,  executed by the
Shareholders;

        6.  the  Escrow  Agreement  by  and  among  the  Parties,  CBS  and  the
Shareholders, dated as of April 30, 1998;

        7.  certificates of recent date, issued by the Secretary of State of the
State of Florida with respect to the corporate  existence of each of the Parties
(the "Certificates of Existence"); and

        8. the  Certificate  of Merger of CBS with and into CAC, dated April 30,
1998,  to be filed  with the  Secretary  of State of the State of  Florida  (the
"Certificate of Merger").

     The  documents  referenced  in  items 1  through  8 above  are  hereinafter
collectively referred to as the "Merger Documents".

        This  opinion  letter  is  governed  by,  and  shall be  interpreted  in
accordance  with,  the Legal  Opinion  Accord of the ABA Section of Business Law
(1991)  (the  "Accord").  As  a  consequence,  it  is  subject  to a  number  of
qualifications,  exceptions,  definitions,  limitations  on  coverage  and other
limitations,  all as more particularly described in the Accord, and this opinion
letter should be read in conjunction  therewith.  Capitalized terms used in this
opinion  letter and not otherwise  defined  shall have the meanings  assigned to
such  terms in the  Accord  and the  Merger  Agreement.  If there  should be any
conflict  between  the  definition  contained  in  the  Accord  and  the  Merger
Agreement, the definition contained in the Accord shall control.

        The  opinions  expressed  herein are limited to the federal  laws of the
United  States of America,  the laws of the State of Georgia,  as  currently  in
effect, and the provisions of the Florida Business  Corporation Act, as reported
in  standard  compilations  of  corporation  statutes  (excluding  any  case law
annotations  contained  therein).  We are  admitted  to the Bar of the  State of
Georgia and do not purport to be experts in the laws of any other state.

        In  connection  with the opinions set forth  below,  we have,  with your
permission,  assumed the  genuineness of all  signatures  and the  authenticity,
completeness  and accuracy of all  materials  examined.  As to questions of fact
material to our  opinions,  we have  relied,  with your  permission  and without
independent  verification of the accuracy or completeness thereof, solely on the
following:  (i) the records of the corporate proceedings of the Parties relating
to the Merger  Agreement and the  transactions  contemplated  therein;  (ii) the
statements and representations contained in the Certificates of Existence; (iii)
the  respective  statements,  representations  and  warranties  of  the  Parties
contained in the Merger Documents;  and (iv) an officer's certificate of each of
the Parties, each dated April 30, 1998, with respect to certain factual matters.
We have made no other factual investigation, including any independent search of
any public records, for the purpose of rendering this opinion letter.

        Based upon and subject to the foregoing, we are of the opinion that:

        1. Each of the Parties has duly authorized the execution and delivery of
the Merger  Documents to which it is a party and the  performance  of all of its
obligations thereunder.

        2. Each of the Parties has the requisite  corporate power to execute and
deliver the Merger Documents to which it is a party.

        3. The shares of Triangle  Common Stock to be delivered under the Merger
Agreement (the "Merger  Shares") have been duly  authorized  and, when delivered
against  surrender of the issued and outstanding  shares of CBS Common Stock, in
accordance with the provisions of the Merger Agreement,  will be validly issued,
fully paid and nonassessable.

        This letter is given solely for the benefit of the addressees hereof and
may only be relied upon for matters  arising out of the  transactions  described
herein. Without our prior written consent, this letter may not be used or relied
upon by any other person or entity for any purpose whatsoever.

                                Very truly yours,

                                SMITH, GAMBRELL & RUSSELL, LLP



                                By: ____________________________________________
                                    W. Thomas King




<PAGE>




                                    EXHIBIT L

                            FORM OF ESCROW AGREEMENT


        ESCROW  AGREEMENT  dated as of April 30,  1998,  by and  among  TRIANGLE
IMAGING GROUP, INC., a Florida  corporation  ("Triangle"),  QUICKCREDIT CORP., a
Florida corporation  ("QuickCREDIT"),  CBS ACQUISITION CORP., ("CAC") (Triangle,
QuickCREDIT and CAC each an "Acquiror" and collectively "Acquirors"),  Steven P.
Naimoli and Kim A.  Naimoli,  individual  residents of Florida  ("Sellers")  and
Louis C. Anderson,  Esquire,  an individual  resident of Florida and a member in
good standing of the State Bar of Florida ("Escrow Agent").

                              W I T N E S S E T H:

        WHEREAS, Acquirors,  Sellers and Credit Bureau Services, Inc. ("CBS"), a
Florida  corporation,  have entered into an Agreement  (the "Merger  Agreement")
pursuant to which, among other things, (i) CBS will be merged with and into CAC,
with CAC as the  surviving  entity  (the  "Merger")  and (ii)  each  issued  and
outstanding  share of the  common  stock of CBS,  $5.00 par value per share (the
"CBS  Common  Stock"),  will be  converted  into the right to receive the merger
consideration  set forth in Section  1.8 of the Merger  Agreement  (the  "Merger
Consideration"), which Merger Consideration includes 245,000 shares (the "Merger
Shares") of common stock of Triangle, $.0001 par value per share;

        WHEREAS, the Merger Agreement requires as a condition to consummation of
the  transactions  described  therein that  Acquirors,  Sellers and Escrow Agent
enter into this Agreement, and that Acquiror deposit 50,000 shares of the Merger
Shares with Escrow Agent (the "Escrow  Shares"),  in order to provide a fund for
indemnity  payments  which Sellers may become  obligated to make to Acquirors as
and to the extent  provided  in Section 9 of the  Merger  Agreement  ("Indemnity
Claims");

        WHEREAS,  the parties  hereto  desire that Escrow  Agent be appointed as
escrow agent to act in accordance with the terms and conditions hereof;

        WHEREAS,  Escrow  Agent is willing to serve as the escrow agent and hold
the Escrow Shares in accordance with the terms and conditions hereof;

        NOW,  THEREFORE,  in consideration for the mutual covenants  hereinafter
set forth and other good and valuable consideration,  the receipt,  adequacy and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

        1.       Appointment of Escrow Agent.

        Sellers  hereby  irrevocably  appoint  Escrow Agent as escrow agent,  to
receive, hold, administer and deliver the Escrow Funds (as defined below) at any
time held by Escrow Agent pursuant to this Escrow  Agreement in accordance  with
this Escrow  Agreement,  and Escrow Agent hereby accepts such  appointment,  all
subject to and upon the terms and conditions hereinafter set forth.

        2.       Deposit of Escrow Shares.

        Sellers  hereby  agree that the Escrow  Shares shall be deposited by the
Acquirors  with  Escrow  Agent  immediately  upon the  later to occur of (i) the
Closing  described in the Merger Agreement or (ii) receipt by Acquirors from the
Acquirors'  stock transfer agent, of a share  certificate  evidencing the Escrow
Shares.  Escrow  Agent hereby  agrees to hold the Escrow  Shares upon receipt in
accordance with this Escrow Agreement. Escrow Agent has no obligation to collect
all or any  portion of the Escrow  Shares and shall incur no  obligations  under
this Escrow Agreement until the Escrow Shares are received by Escrow Agent.

        3.       Investment.

(a) The Escrow Agent shall invest and reinvest all available  cash dividends and
other amounts distributed or paid from time to time by Triangle and delivered to
Escrow Agent in respect of the Escrow Shares,  as directed in writing by Sellers
and Acquirors jointly,  in any of the following kinds of investments,  or in any
combination  thereof:  (i) bonds or other  obligations of, or guaranteed by, the
government of the United States of America, or agencies of any of the foregoing,
having  maturities  of not greater  than  ninety (90) days (or, if earlier,  the
Release Date, as hereinafter defined);  (ii) commercial paper rated, at the time
of the Escrow  Agent's  investment  therein,  at least P-1 by Moody's  Investors
Service,  Inc. and A-1 by Standard & Poor's Corporation and having maturities of
not greater  than ninety (90) days (or,  if earlier,  the Release  Date);  (iii)
demand or time deposits in,  certificates of deposit of or bankers'  acceptances
issued by (A) a depository  institution or trust company  incorporated under the
laws of the United  States of  America,  any State  thereof or the  District  of
Columbia or (B) a United States branch office or agency of a foreign  depository
institution or trust company if, in any such case,  the depository  institution,
trust  company or office or agency has combined  capital and surplus of not less
than one hundred  million dollars  ($100,000,000)  (any such  institution  being
herein called a "Permitted  Bank") having  maturities of not greater than ninety
(90) days (or, if earlier,  the Release Date); (iv) repurchase  obligations of a
Permitted Bank or securities  dealer  (acting as principal)  meeting the capital
and surplus requirements specified for a Permitted Bank with respect to any bond
or other  obligation  referred to in clause (i) above; (v) any money market fund
substantially all of which is invested in the foregoing  investment  categories;
or (vi) such other investments as Acquirors and Sellers shall jointly approve in
writing.  The Escrow  Shares and any amounts paid thereon  while on deposit with
Escrow  Agent  shall be  referred  to  hereinafter  collectively  as the "Escrow
Funds".

(b) All  taxes  in  respect  of  earnings  on the  Escrow  Amount  shall  be the
obligation  of and shall be paid when due by  Sellers,  who  shall  jointly  and
severally  indemnify and hold  Acquirors and the Escrow Agent  harmless from and
against all such taxes.

        4.       Custody and Release of Escrow Funds.

                 Escrow  Agent  shall  hold and  disburse  the  Escrow  Funds in
accordance with the following:

                 (a) In the event  Acquirors  believe  Acquirors are entitled to
receive all or a portion of the Escrow Funds on account of an  Indemnity  Claim,
Acquirors  shall  deliver to Escrow  Agent a written  certificate  stating  that
Acquirors  are  entitled to payment  from the Escrow Funds on account of a valid
Indemnity Claim (the "Claim Certificate"). The Claim Certificate shall state the
amount of the payment from the Escrow Funds to which Acquirors believe Acquirors
are entitled.  Within 5 business days following  Escrow  Agent's  receipt of any
Claim  Certificate,  Escrow Agent shall send notice to Sellers of Escrow Agent's
receipt of such Claim  Certificate  ("Claim  Notice").  The Claim  Notice  shall
include a copy of the Claim Certificate.

                 (b) If Escrow Agent does not, within 15 business days following
receipt of the Claim Notice by Sellers,  receive  from Sellers a written  notice
objecting  to payment of all or any  portion of the  claim(s)  specified  in the
Claim Certificate ("Objection Notice"),  Escrow Agent shall deliver to Acquirors
an amount from the Escrow Funds equal to the lesser of (i) the amount  specified
in the Claim Certificate or (ii) the full remaining balance of the Escrow Funds.

                 (c) If Sellers elect to deliver an Objection  Notice within the
15 day period  specified in  subparagraph  4(b) above,  Sellers shall specify in
such Objection  Notice whether  Sellers  disputes all or a portion of the amount
claimed in the Claim  Certificate.  If Sellers do not dispute the entire  amount
claimed in the Claim Certificate, Sellers shall specify the amount which Sellers
disputes,  and upon receipt of the Objection Notice,  Escrow Agent shall pay any
undisputed  portion claimed in the Claim  Certificate to Acquirors in accordance
with subparagraph  4(b). Within 5 business days following Escrow Agent's receipt
of any Objection  Notice,  Escrow Agent shall notify Acquirors of Escrow Agent's
receipt of such  Objection  Notice and shall  provide to Acquirors a copy of the
Objection Notice with such notification.
                 (d) Any  portion  of the  Escrow  Funds  claimed  by  Acquirors
pursuant  to a Claim  Notice  delivered  to  Escrow  Agent  in  accordance  with
subparagraph  4(a) and  disputed  by Sellers  pursuant  to an  Objection  Notice
delivered  to Escrow  Agent in  accordance  with  subparagraph  4(b)  ("Disputed
Amounts")  shall be  retained  by Escrow  Agent  until  Escrow  Agent shall have
received either of the following:

     (i) a written directive executed jointly by Acquirors and Sellers directing
Escrow Agent to pay all or a portion of the Disputed  Amounts to Acquirors or to
Sellers and  specifying the amounts to be paid, in which case Escrow Agent shall
promptly pay such amounts to Acquirors from the Escrow Funds in accordance  with
such directive; or

     (ii) a  certified  copy of a  final,  non-appealable  order  of a court  of
competent  jurisdiction ordering Escrow Agent to deliver all or a portion of the
Disputed  Amounts,  in which case Escrow  Agent shall  promptly  comply with the
terms of such court order.

                 (e)  If,  on the  date  which  is  the  365th  day  immediately
following  the Closing  Date (the  "Release  Date"),  the amount of Escrow Funds
remaining in control of Escrow Agent  exceeds the  aggregate  amount of Disputed
Claims and Pending Claims, as hereafter  defined,  as of such date, Escrow Agent
shall release to Sellers all Escrow Funds  remaining in excess of such aggregate
sum.

                          A "Pending  Claim" for purposes of this Subsection (e)
shall be any amount of the Escrow
Funds which is the subject of a Notice of Claim  delivered  within 15 days prior
to the Release  Date with  respect to which the Escrow Agent has not received an
Objection Notice as of the Release Date.

                 (f) No Claim  Certificate  may be  delivered  by  Acquirors  to
Escrow Agent after the date which is two business days prior to the Release Date
(the "Bar Date"). Any Claim Certificate  delivered to Escrow Agent after the Bar
Date  shall be void and shall be  disregarded  by Escrow  Agent.  Subject to the
other terms and conditions of this Agreement, following the Release Date, Escrow
Agent shall continue to hold any Disputed  Amounts or Pending Amounts beyond the
Release Date until disbursement in accordance with subparagraphs 4(b) or (d), as
the case may be.

                 (g)   Anything  in  this  Escrow   Agreement  to  the  contrary
notwithstanding:

     (i) Escrow  Agent may deposit  all or any portion of the Escrow  Funds with
the clerk of any court of competent  jurisdiction upon commencement of an action
in the nature of interpleader or in the course of any court proceedings.

     (ii) If at any time Escrow Agent  receives an order of a court of competent
jurisdiction,  or (subject to  subparagraph  5(b)  below)  written  instructions
signed by both Acquirors and Sellers  directing  delivery of all or a portion of
the Escrow Funds, Escrow Agent shall comply with such order or instructions.

                 (h) The Escrow Funds shall not be subject to lien or attachment
by any  creditor of any party  hereto and shall be used solely for the  purposes
set forth in this Escrow Agreement.  The Escrow Funds shall not be available to,
and shall not be used by, Escrow Agent to set off any obligation of Acquirors or
Sellers to Escrow Agent.

                 (i) Upon any  delivery  or deposit  of all of the Escrow  Funds
pursuant  to this  Section 4,  Escrow  Agent shall  thereupon  be  released  and
discharged from any and all further  obligations arising in connection with this
Escrow Agreement.

        5.       Concerning Escrow Agent.

                 Escrow Agent has been induced to accept its  obligations  under
this Escrow Agreement by the following terms,  conditions,  representations  and
warranties:

                 (a) Escrow Agent shall not be liable,  except for his own gross
negligence or willful  misconduct  and, except with respect to claims based upon
such gross  negligence  or willful  misconduct  that are  successfully  asserted
against  Escrow  Agent.  Acquirors  and  Sellers  jointly  and  severally  shall
indemnify and hold harmless  Escrow Agent (and any successor  escrow agent) from
and against any and all claims, liabilities,  losses, damages, costs, reasonable
attorneys'  fees and other expenses  whatsoever  arising out of or in connection
with Escrow Agent's service as Escrow Agent under this Escrow Agreement. Without
limiting the foregoing,  in no event shall Escrow Agent be liable except for his
own gross  negligence or willful  misconduct for any matter or thing relating to
his  investment  or  reinvestment  of  the  Escrow  Funds,  including,   without
limitation, any failure to earn interest, any claim that a higher rate of return
could have been obtained,  any delays in the investment or  reinvestment  of any
amounts paid by Triangle with respect to the Escrow  Shares,  including  without
limitation, any failure to earn interest, any claim that a higher rate of return
could have been obtained,  any delays in the investment or  reinvestment of such
dividends or any loss of interest incident to any such delays.

                 (b) In the event of any disagreement  among the parties to this
Escrow  Agreement,  or  among  them  or any one of them  and any  other  person,
resulting in adverse claims or demands being made in connection  with all or any
part of the Escrow Funds,  or in the event that Escrow Agent in good faith is in
doubt as to what  action it should  take  hereunder,  Escrow  Agent may,  at its
option,  refuse to comply with any claims or demands on it (but  nothing  herein
shall obligate Escrow Agent so to do) until (i) Escrow Agent shall have received
an order of a court of competent  jurisdiction  directing delivery of all or any
part of the Escrow Funds or (ii) all  differences  shall have been  adjusted and
all  doubt  resolved  by  written  agreement  executed  by the  parties  to such
disagreement and delivered to Escrow Agent.

                 (c) Escrow  Agent shall be entitled to rely upon any  judgment,
certification,  demand,  notice,  instrument  or other  writing  delivered to it
hereunder without being required to determine the authenticity or correctness of
any fact stated therein or the propriety or validity of the service  thereof and
may act in  reliance  upon any  instrument  or  signature  believed  by it to be
genuine and may assume that any person  purporting to give any notice or receipt
or advice or make any statement or execute any document in  connection  with the
provisions hereof has been duly authorized to do so.

                 (d) Each of the  Acquirors  represents  and  warrants to Escrow
Agent that Acquirors have full power and authority to act as  representative  of
any and all of the other  Acquirors for all purposes with respect to this Escrow
Agreement  and  the  Escrow  Funds.  Escrow  Agent  shall  be  entitled  to rely
conclusively on the authority of any Acquiror to make Indemnity Claims on behalf
of any of the  Acquirors and Escrow Agent shall make payment with respect to any
such  claim  directly  to any  Acquiror  as  agent  and  trustee  of such  other
Acquiror(s).  Escrow Agent shall have no obligation to communicate directly with
any Acquiror or to honor or acknowledge any directives or  communications  given
or purportedly  given by any Acquiror,  other than those provided by an Acquiror
in accordance with the terms of this Escrow Agreement.

                 (e)  Neither  Acquirors  nor  Sellers  shall  have any right or
standing to make a claim,  provide any notice or receive any payment by, through
or under this  Agreement  except in  accordance  with the  procedures  described
herein.  Escrow Agent shall have no  obligation  to  communicate  directly  with
Acquirors or Sellers or to honor or acknowledge any directives or communications
given or  purportedly  given by Acquirors or Sellers,  except those  provided by
Acquirors or Sellers in accordance with this Agreement.

                 (f) Escrow Agent may seek the advice of legal counsel  selected
with  reasonable  care  in  the  event  of any  dispute  or  question  as to the
construction  of any of the  provisions  of this Escrow  Agreement or its duties
hereunder,  and it shall  incur no  liability  and shall be fully  protected  in
respect  of any  action  taken,  omitted  or  suffered  by it in good  faith  in
accordance with the opinion of such counsel;

                 (g) This Escrow  Agreement  expressly sets forth all the duties
of Escrow Agent with respect to any and all matters pertinent hereto.

        6.       Successor Escrow Agent.

                 Escrow Agent (and any  successor  escrow agent) may at any time
resign as such by  delivering  the Escrow  Funds to any  successor  escrow agent
mutually  designated  by  Acquirors  and Sellers in writing,  or to any court of
competent jurisdiction.  Escrow Agent may be removed by Acquirors and Sellers by
signing and  delivering  to Escrow Agent a joint  directive  stating that Escrow
Agent has been removed and  designating a successor  Escrow Agent, in which case
Escrow Agent shall  promptly  deliver the Escrow Funds to the  successor  escrow
agent.  Escrow  Agent  shall  be  discharged  of and  from  any and all  further
obligations  arising in  connection  with this Escrow  Agreement  following  any
resignation  or removal  immediately  upon  delivery of the Escrow Funds to such
court or such successor escrow agent.

        7.       Notices.

                 Any notices,  certificates or other communications  required or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given only if and when (i)  delivered by messenger  and  receipted  for, or (ii)
when  delivered and receipted  for by an overnight  mail service,  or (iii) when
delivered and receipted for by U.S.  certified  mail,  addressed in each case as
follows:

   If to Acquirors, to:

               QuickCREDIT Corp.
               4400 West Sample Road, Suite 228
               Coconut Creek, Florida 33073
               Attention: Van Saliba

     with a copy to:

               Smith, Gambrell & Russell, LLP
               1230 Peachtree Street, N.E.
               Suite 3100
               Atlanta, Georgia  30309
               Attention: Peter B. Barlow, Esquire

     If to Sellers to:

               Steven P. Naimoli and
               Kim A. Naimoli
               1400 Dayview Drive
               Ft. Lauderdale, Florida 33304

     with a copy to:

               Louis C. Anderson, Esquire
               224 Commercial Boulevard, Suite 317
               Lauderdale-by-the-Sea, Florida 33308

     If to Escrow Agent to:

               Louis C. Anderson, Esquire
               224 Commercial Boulevard, Suite 317
               Lauderdale-by-the-Sea, Florida 33308

Any  address  set forth  above may be changed by notice  given  pursuant to this
Section 7.

   8.     Miscellaneous.

          (a) Any provision of this Escrow  Agreement which may be determined by
any court of  competent  authority  to be  prohibited  or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction. It is expressly understood, however, that the parties hereto
intend  each and  every  provision  of this  Escrow  Agreement  to be valid  and
enforceable and hereby  knowingly waive all rights to object to any provision of
this Escrow Agreement.

          (b) This Escrow  Agreement  shall be binding  upon and inure solely to
the benefit of the parties hereto and their respective  successors and permitted
assigns,  and shall not be  enforceable  by or inure to the benefit of any third
party. No party may assign its rights or obligations under this Escrow Agreement
without the written consent of the other parties. In no event shall Escrow Agent
be required to act upon, or be bound by, any notice,  instruction,  confirmation
or other  communication  given by a person  other than  Acquirors or Sellers nor
shall  Escrow  Agent be required to deliver the Escrow Funds to any person other
than  Acquirors or Sellers or a successor  escrow agent  designated by Acquirors
and Sellers in accordance with Paragraph 6.

          (c) This Escrow  Agreement  shall be construed in accordance  with and
governed by the internal laws of the State of Florida.

          (d) This Escrow Agreement  constitutes the entire  understanding among
the parties with respect to the subject matter hereof. This Escrow Agreement may
only be modified or terminated by a writing signed by all of the parties hereto,
and no waiver hereunder shall be effective unless in writing signed by the party
to be charged.

          (e) The fees of Escrow Agent shall be paid 50% by Acquirors and 50% by
Sellers,  as and when billed by Escrow Agent in accordance  with the schedule of
fees described on Exhibit "A" hereto.

          (f)  This  Escrow   Agreement   may  be  executed  in  any  number  of
counterparts, each of which when so executed and delivered shall be deemed to be
an  original  and all of  which  counterparts  of this  Escrow  Agreement  taken
together shall constitute but one and the same instrument.

          (g) A "business day" for purposes of this Agreement shall mean any day
on  which  commercial  banks in Ft.  Lauderdale,  Florida  are open for  regular
business.

          (h) The section  headings used herein are for convenience of reference
only and shall not define or limit the provisions of this Escrow Agreement.


   IN WITNESS  WHEREOF,  the  parties  hereto  have duly  executed  this  Escrow
Agreement on the date first above written.


ACQUIRORS                                    SELLERS

TRIANGLE IMAGING GROUP, INC.



_________________________________________    ___________________________________
By:  Vito A. Bellezza                        By:  Steven P. Naimoli
Title: Chairman of the Board of Directors
        and Chief Financial Officer



_________________________________________    ___________________________________
By:  Harold S. Fischer                       By: Kim A. Naimoli
Title: President



                                             ESCROW AGENT




QUICKCREDIT CORP.                            ___________________________________
                                             By:  Louis C. Anderson, Esquire


_________________________________________
By:  Van Saliba
Title: President





CBS ACQUISITION CORP.



_________________________________________
By:  Van Saliba
Title: President



<PAGE>


                                    EXHIBIT A

                          SCHEDULE OF ESCROW AGENT FEES


                  Annual Charge     $1,000.00



   Any  out-of-pocket  expenses,  or  extraordinary  fees  or  expenses  such as
attorneys  fees or messenger  costs,  are additional and are not included in the
above schedule.




<PAGE>








                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

                                  by and among:


              TRIANGLE IMAGING GROUP, INC., a Florida corporation,

                    QUICKCREDIT CORP., a Florida corporation

                  EJG ACQUISITION CORP., a Florida corporation,

             EJG SERVICES, INC. d/b/a Universal Mortgage Reporting,
                             a Missouri corporation,

                                       and

                     THE SHAREHOLDERS OF EJG SERVICES, INC.
                       d/b/a Universal Mortgage Reporting


                            ________________________

                            Dated as of May 22, 1998
                            ________________________




<PAGE>



                  Table of Contents                                         Page

Section 1.        DESCRIPTION OF TRANSACTION...................................1
         1.1      Merger of EJG with EAC.......................................1
         1.2      Effect of Merger.............................................1
         1.3      Closing; Effective Time......................................2
         1.4      Articles of Incorporation and Bylaws;
                  Directors and Officers.......................................2
         1.5      Conversion of Shares.........................................2
         1.6      Closing of Transfer Books of EJG.............................2
         1.7      Exchange of Certificates.....................................3
         1.8      Merger Consideration.........................................4
         1.9      Right to Obligate Triangle to Repurchase Merger Shares.......5
         1.10     Tax Consequences.............................................6
         1.11     Further Action...............................................6

Section 2.        REPRESENTATIONS AND WARRANTIES OF EJG
                  AND THE SHAREHOLDERS.........................................6
         2.1      Due Organization and Qualification...........................6
         2.2      Capitalization...............................................6
         2.3      Options or Other Rights......................................7
         2.4      Subsidiaries and Investments.................................7
         2.5      Charter and Bylaws...........................................7
         2.6      Books and Records............................................7
         2.7      Authority; Binding Nature of Agreement.......................7
         2.8      Financial Statements.........................................8
         2.9      Absence of Undisclosed Liabilities...........................9
         2.10     Absence of Changes...........................................9
         2.11     Legal Proceedings; Orders...................................11
         2.12     Tax Matters.................................................11
         2.13     Title to Assets.............................................13
         2.14     Compliance with Legal Requirements..........................13
         2.15     Contracts...................................................13
         2.16     Leases......................................................15
         2.17     Accounts and Notes Receivable...............................15
         2.18     Fixed Assets................................................16
         2.19     Trade Names and Other Intangibles...........................16
         2.20     Suppliers and Customers.....................................16
         2.21     Payment of Wages and Salary.................................16
         2.22     Employee Benefit Plans......................................17
         2.23     Insurance...................................................18
         2.24     Environmental Matters.......................................19
         2.25     Officers, Directors and Key Employees.......................20
         2.26     Restrictive Documents.......................................20
         2.27     Licenses....................................................20
         2.28     Transactions with Affiliated Parties........................20
         2.29     Bank Accounts and Powers of Attorney........................20
         2.30     Warranties..................................................20
         2.31     Assets Complete.............................................21
         2.32     No Changes Prior to Closing Date............................21
         2.33     Disclosure..................................................21
         2.34     Broker's or Finder's Fees...................................21
         2.35     Copies of Documents.........................................22
         2.36     Disclosure Schedules........................................22

Section 3.        REPRESENTATIONS AND WARRANTIES OF TRIANGLE,
                  QUICKCREDIT AND EAC.........................................22
         3.1      Due Organization and Qualification..........................22
         3.2      Charter and By-Laws.........................................22
         3.3      Authority; Binding Nature of Agreement......................22
         3.4      Legal Proceedings; Orders...................................23
         3.5      SEC Filings; Financial Statements...........................24
         3.6      Valid Issuance..............................................24
         3.7      Broker's or Finder's Fees...................................24

Section 4.        CERTAIN COVENANTS OF EJG AND THE SHAREHOLDERS...............24
         4.1      Access and Investigation....................................25
         4.2      Operation of the Business of EJG............................25
         4.3      Notification; Updates to Schedules..........................27
         4.4      Pooling of Interests........................................27
         4.5      No Negotiation..............................................27

Section 5.        ADDITIONAL COVENANTS OF THE PARTIES.........................28
         5.1      Filings and Consents........................................28
         5.2      Public Announcements........................................28
         5.3      Best Efforts................................................28
         5.4      Employment Agreement........................................28
         5.5      Restrictive Covenants Agreement.............................28
         5.6      Share Subscription Agreement................................29
         5.7      Termination of Employee Plans...............................29
         5.8      Assumption of Notes Payable.................................29


Section 6.        CONDITIONS PRECEDENT TO OBLIGATIONS OF
                  TRIANGLE AND QUICKCREDIT....................................29
         6.1      Accuracy of Representations.................................29
         6.2      Performance of Covenants....................................29
         6.3      Consents....................................................29
         6.4      Agreements and Documents....................................29
         6.5      No Material Adverse Change..................................30
         6.6      Termination of Employee Plans...............................30
         6.7      Pooling Letter..............................................30
         6.8      Rule 506....................................................30
         6.9      No Restraints...............................................30
         6.10     No Legal Proceedings........................................31
         6.11     Completion of Due Diligence.................................31
         6.12     Certificates of Merger......................................31

Section 7.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
                  EJG AND THE SHAREHOLDERS....................................31
         7.1      Accuracy of Representations.................................31
         7.2      Performance of Covenants....................................31
         7.3      Consents....................................................31
         7.4      Agreements and Documents....................................31
         7.5      No Restraints...............................................32
         7.6      Certificates of Merger......................................32

Section 8.        TERMINATION.................................................32
         8.1      Termination Events..........................................32
         8.2      Termination Procedures......................................33
         8.3      Effect of Termination.......................................33

Section 9.        INDEMNIFICATION, ETC........................................33
         9.1      Survival of Representations and Warranties..................33
         9.2      Shareholders' Indemnity Agreement...........................33
         9.3      Indemnity Agreement of QuickCREDIT and
                  the Surviving Corporation...................................34
         9.4      Indemnification Procedure...................................35
         9.5      Pledge of Stock as Security.................................36
         9.6      Set-off.....................................................36

Section 10.       MISCELLANEOUS PROVISIONS....................................36
         10.1     Further Assurances..........................................36
         10.2     Fees and Expenses...........................................36
         10.3     Attorneys' Fees.............................................36
         10.4     Notices.....................................................37
         10.5     Time of the Essence.........................................38
         10.6     Headings....................................................38
         10.7     Counterparts................................................38
         10.8     Governing Law...............................................38
         10.9     Successors and Assigns......................................38
         10.10    Remedies Cumulative; Specific Performance...................38
         10.11    Waiver......................................................39
         10.12    Amendments..................................................39
         10.13    Severability................................................39
         10.14    Parties in Interest.........................................39
         10.15    Entire Agreement............................................39
         10.16    Construction................................................39


                                LIST OF EXHIBITS

Exhibit A         --       Shareholders of EJG
Exhibit B         --       Certain Definitions Used in this Agreement
Exhibit C         --       Directors and Officers of the Surviving Corporation
Exhibit D         --       Form of Employment Agreement with Keith Giordano
Exhibit E         --       Form of Restrictive Covenants Agreement with
                           Keith Giordano
Exhibit F         --       Form of Share Subscription Agreement
Exhibit G         --       Form of Opinion of Counsel to Triangle
                           and QuickCREDIT
Exhibit H         --       Form of Opinion of Counsel to EJG and the
                           Shareholders
Exhibit I         --       Form of Escrow Agreement


                                LIST OF SCHEDULES

Schedule 2.1         --       Due Organization and Qualification
Schedule 2.2         --       Capitalization
Schedule 2.3         --       Options or Other Rights
Schedule 2.5         --       Charter and Bylaws
Schedule 2.7         --       Authority; Binding Nature of Agreement
Schedule 2.8         --       Financial Statements
Schedule 2.10        --       Absence of Changes
Schedule 2.11        --       Legal Proceedings; Orders
Schedule 2.12        --       Tax Matters
Schedule 2.13        --       Title to Assets
Schedule 2.14        --       Compliance with Legal Requirements
Schedule 2.15        --       Contracts
Schedule 2.16        --       Leases
Schedule 2.18        --       Fixed Assets
Schedule 2.19        --       Trade Names and Other Intangibles
Schedule 2.20        --       Suppliers and Customers
Schedule 2.21        --       Payment of Wages and Salary
Schedule 2.22        --       Employee Benefit Plans
Schedule 2.23        --       Insurance
Schedule 2.24        --       Environmental Matters
Schedule 2.25        --       Officers, Directors and Key Employees
Schedule 2.27        --       Licenses
Schedule 2.28        --       Transactions with Affiliated Parties
Schedule 2.29        --       Bank Accounts and Powers of Attorney
Schedule 2.30        --       Warranties
Schedule 2.32        --       No Charges Prior to Closing

Schedule 3.2         --       Charter and Bylaws
Schedule 3.4         --       Legal Proceedings; Orders





<PAGE>





                AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

         THIS  AGREEMENT  AND  PLAN OF  MERGER  AND  REORGANIZATION  is made and
entered  into as of this 22 day of May,  1998,  by and  among  TRIANGLE  IMAGING
GROUP, INC., a Florida  corporation  ("Triangle");  QUICKCREDIT CORP., a Florida
corporation  and a  wholly-owned  subsidiary  of Triangle  ("QuickCREDIT");  EJG
ACQUISITION  CORP.,  a  Florida  corporation  and  wholly-owned   subsidiary  of
QuickCREDIT  ("EAC"); EJG SERVICES,  INC, d/b/a Universal Mortgage Reporting,  a
Missouri corporation ("EJG") and the shareholders of EJG identified on Exhibit A
hereto (the  "Shareholders").  Certain  capitalized terms used in this Agreement
are defined in Exhibit B.

                                    RECITALS:

         A. The parties intend to effect a merger of EJG with EAC (the "Merger")
in accordance  with this  Agreement the Florida  Business  Corporation  Act (the
"FBCA") and the General and Business  Corporation Law of Missouri (the "GBCLM").
Upon  consummation of the Merger,  EJG will cease to exist and EAC will continue
to exist as the surviving corporation of the Merger.

         B. It is intended that the Merger qualify as a tax-free  reorganization
within the meaning of Section 368(a) of the Code.

         C. This  Agreement  has been  adopted and  approved  by the  respective
boards of directors of Triangle,  QuickCREDIT and EAC and the board of directors
and the shareholders of EJG.

         D. The capitalization of EJG consists of 30,000 shares of voting common
stock,  no par value per share, of which 6,000 shares are issued and outstanding
(the "EJG Common Stock").

         E.  It is  intended  that  the  Merger  be  treated  as a  "pooling  of
interests" under generally accepted accounting principles and SEC rules.


                                   AGREEMENT:

         The parties to this Agreement agree as follows:

Section 1.        DESCRIPTION OF TRANSACTION

1.1 Merger of EJG with EAC.  Upon the terms and  subject to the  conditions  set
forth in this  Agreement,  at the Effective  Time,  EJG shall be merged with and
into EAC, and the separate  existence of EJG shall cease.  EAC will  continue as
the surviving corporation in the Merger (the "Surviving Corporation").

1.2  Effect of  Merger.  The Merger  shall  have the  effects  set forth in this
Agreement and in the applicable provisions of the FBCA.

1.3 Closing;  Effective Time. The consummation of the transactions  contemplated
by  this  Agreement  (the  "Closing")   shall  take  place  at  the  offices  of
QuickCREDIT,  4400 West Sample Road, Suite 228, Coconut Creek, Florida 33073, at
10:00 a.m.  local time on April 30, 1998, or at such other time on or before May
31, 1998 as the parties shall designate (the "Scheduled  Closing Time"; the date
on which the Closing  actually  takes place is referred to in this  Agreement as
the "Closing Date").  Contemporaneously with or as promptly as practicable after
the Closing,  a properly  executed  certificate of merger (the  "Certificate  of
Merger") for the merger of EJG with EAC,  conforming to the  requirements of the
FBCA,  shall be filed with the  Secretary  of State of the State of Florida (the
"Secretary of State"). The Merger shall take effect at the time such Certificate
of Merger is filed with the Secretary of State (the "Effective Time").

1.4 Articles of  Incorporation  and Bylaws;  Directors and Officers.  Unless the
parties agree otherwise prior to the Effective Time:

     (a) the Articles of  Incorporation of EAC shall continue as the Articles of
Incorporation of the Surviving Corporation;

(b) the Bylaws of EAC shall continue as the Bylaws of the Surviving Corporation;
(c) the directors and officers of the Surviving  Corporation  immediately  after
the Effective Time shall be the individuals identified on Exhibit C; and

(d) the Surviving Corporation shall change its name to EJG Services,  Inc. d/b/a
Universal Mortgage Reporting promptly after the Closing.

1.5       Conversion of Shares.

         Subject to Section 1.7 of this  Agreement,  at the  Effective  Time, by
virtue of the Merger and  without any  further  action on the part of  Triangle,
QuickCREDIT, EJG or any Shareholder,  each share of EJG Common Stock outstanding
immediately  prior to the  Effective  Time shall be  canceled  and  retired  and
converted  into the right to  receive a pro rata share of the  aggregate  Merger
Consideration described in Section 1.8 of this Agreement.

1.6 Closing of  Transfer  Books of EJG. At the  Effective  Time,  the holders of
certificates  representing  shares of EJG  Common  Stock  that were  outstanding
immediately  prior to the  Effective  Time  shall  cease to have any  rights  as
shareholders  of EJG, and the stock  transfer  books of EJG shall be closed with
respect to all shares of such EJG Common Stock outstanding  immediately prior to
the Effective  Time. No further  transfer of any such shares of capital stock of
EJG shall be made on such stock  transfer  books after the Effective  Time.  If,
after the Effective Time, a valid  certificate  previously  representing  any of
such shares of EJG Common  Stock (an "EJG Stock  Certificate")  is  presented to
QuickCREDIT, such EJG Stock Certificate shall be canceled and shall be exchanged
as provided in Section 1.7 of this Agreement.

1.7  Exchange  of Certificates.

(a) Each  Shareholder,  at the Closing or as soon  thereafter as is practicable,
shall  surrender  its,  his  or  her  respective  EJG  Stock  Certificate(s)  to
QuickCREDIT,  together  with  such  transmittal  documents  as  QuickCREDIT  may
reasonably  require,  and QuickCREDIT shall deliver or cause Triangle to deliver
to such  Shareholder such  Shareholder's  pro rata share of the aggregate Merger
Consideration, pursuant to, and as provided in, Section 1.8 of this Agreement.

(b) No fractional  shares of Triangle Common Stock shall be issued in connection
with the Merger,  and no certificates  for any such  fractional  shares shall be
issued. In lieu of such fractional  shares,  any Shareholder who would otherwise
be entitled to receive a fraction of a share of  Triangle  Common  Stock  (after
aggregating  all  fractional  shares of Triangle  Common Stock  issuable to such
holder) shall receive shares of Triangle Common Stock rounded upward or downward
to the nearest whole number of shares.

(c) Until  surrendered  as  contemplated  by this  Section  1.7,  each EJG Stock
Certificate  shall be deemed,  from and after the  Effective  Time, to represent
only the right to receive a pro rata share of the Merger  Consideration.  If any
EJG Stock Certificate  shall have been lost, stolen or destroyed,  Triangle may,
in  its  discretion  and  as a  condition  precedent  to  the  issuance  of  any
certificate  representing Triangle Common Stock, require the owner of such lost,
stolen or destroyed EJG Stock  Certificate to provide an  appropriate  affidavit
and to  deliver  a bond (in such  sum as  Triangle  may  reasonably  direct)  as
indemnity  against any claim that may be made against  Triangle  with respect to
such EJG Stock Certificate.

(d) The shares of  Triangle  Common  Stock to be issued in the  Merger  shall be
characterized  as  "restricted  securities"  for  purposes of Rule 144 under the
Securities Act, and each certificate  representing any of such shares shall bear
a legend  identical or similar in effect to the following  legend (together with
any other legend or legends  required by  applicable  state  securities  laws or
otherwise):

                  THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED
UNDER THE FEDERAL  SECURITIES ACT OF 1933, (THE "FEDERAL ACT") OR THE SECURITIES
LAWS OF ANY STATE (THE "STATE  LAWS") AND MAY NOT BE OFFERED,  SOLD OR OTHERWISE
TRANSFERRED,  ASSIGNED,  PLEDGED OR  HYPOTHECATED  EXCEPT IF, IN THE  OPINION OF
COUNSEL TO TRIANGLE, SUCH SALE OR TRANSFER WOULD BE (1) PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE FEDERAL ACT OR PURSUANT TO AN EXEMPTION  FROM
SUCH  REGISTRATION;  AND (2) IN A TRANSACTION  WHICH IS EXEMPT UNDER  APPLICABLE
STATE LAWS, OR PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER APPLICABLE
STATE LAWS OR IN A TRANSACTION  WHICH IS OTHERWISE IN COMPLIANCE WITH APPLICABLE
STATE LAWS.

(e) QuickCREDIT  shall be entitled to deduct and withhold from any consideration
payable or otherwise  deliverable  to any holder or former  holder of EJG Common
Stock  pursuant to this  Agreement  such amounts as  QuickCREDIT  is required to
deduct or withhold  therefrom  under the Code or under any  provision  of state,
local or  foreign  tax law.  To the  extent  such  amounts  are so  deducted  or
withheld, such amounts shall be treated for all purposes under this Agreement as
having been paid to the Person to whom such amounts  would  otherwise  have been
paid.

(f) Neither  QuickCREDIT  nor  Triangle  shall be liable to any holder or former
holder of EJG Common Stock for any shares of Triangle Common Stock (or dividends
or distributions  with respect thereto),  or for any cash amounts,  delivered to
any public official pursuant to any applicable  abandoned  property,  escheat or
similar law.

1.8  Merger  Consideration.  The  aggregate  consideration  to be  delivered  by
QuickCREDIT  to the  Shareholders  in full  consideration  for the  Merger  (the
"Merger Consideration") shall be:

(i) a cash  payment  of Fifty  Thousand  and  no/100s  Dollars  ($50,000)  to be
delivered  at Closing or, if later,  upon the  surrender of the  applicable  EJG
Common Stock;

(ii) a cash payment of Twenty-Five  Thousand and no/100s Dollars ($25,000) to be
delivered on or before the date which is the later of the 180th day  immediately
following the Closing Date or the date of surrender of the applicable EJG Common
Stock;

(iii) a cash payment of Twenty-Five Thousand and no/100s Dollars ($25,000) to be
delivered on or before the date which is the later of the 270th day  immediately
following the Closing Date or the date of surrender of the applicable EJG Common
Stock;

(iv) Two Hundred Thousand (200,000) shares of Triangle Common Stock (the "Merger
Shares") to be  delivered  by  Triangle  (or its  transfer  agent) as soon as is
practicable  following  the date of the surrender of the  applicable  EJG Common
Stock,  50,000 shares of which shall be delivered by the  Shareholders  to Glenn
Allen,  Esq., as escrow agent,  to be held in escrow  pursuant to Section 9.5 of
this Agreement (the "Escrow Shares"); and

(v) a cash payment to be made as soon as practicable following the date which is
the 90th day immediately  following the Closing Date (the "Payment Date"), in an
amount which is equal to (1) the  aggregate of the  accounts  receivable  of EJG
("EJG Receivables") that are (x) in existence at 5:00 p.m. on the day before the
Closing  Date and (y)  actually  collected  by EAC ("EAC  Receipts")  during the
period beginning on the Closing Date and ending on the Payment Date less (2) all
accounts payable and other overhead expenses of EJG existing at 5:00 p.m. on the
day before the Closing Date ("EJG Expenses");  provided that all EJG Receivables
remaining  on the  Payment  Date shall be  written  off by EAC and  assigned  to
Shareholders

1.9 Right to Obligate  Triangle to Repurchase  Merger  Shares.  From the Closing
Date and for a period ending on the 365th day  immediately  thereafter (the "Put
Option Period"),  the  Shareholders  shall have the right to require Triangle to
purchase  all or any  portion  of the  Merger  Shares  (the "Put  Option")  at a
purchase  price of $3.00  per share  (the  "Repurchase  Price")  if, at any time
during the Put Option  Period,  the bid price of Triangle  Common  Stock is less
than  $3.00  per  share  for  five (5) or more  consecutive  trading  days  (the
"Triggering  Event");  provided,  however,  that the  Repurchase  Price shall be
reduced by the amount of any cash dividends paid to the Shareholders  during the
Put Option Period and shall be proportionately adjusted in the event of a change
in the number of shares of Triangle Common Stock issued and  outstanding  during
the  Put  Option  Period  as  a  result  of  a  stock  split,   stock  dividend,
recapitalization,  reclassification  or similar transaction with respect to such
Triangle Common Stock.  The  Shareholders  may exercise the Put Option by giving
written notice of such  intention of exercise to Triangle  indicating the number
of shares to be  repurchased by Triangle (the  "Exercise  Notice"),  at any time
following the occurrence of the  Triggering  Event up to and including the fifth
business day following  the last day of the Put Option  Period.  Within  fifteen
(15) business days following receipt by Triangle of the Exercise Notice, subject
to  confirmation  by Triangle of the occurrence of a Triggering  Event,  (i) the
Shareholders  exercising their Put Option shall deliver to Triangle certificates
representing  the number of shares of Triangle Common Stock to be repurchased by
Triangle,  as indicated  in the  Exercise  Notice,  duly  endorsed in blank,  or
accompanied by stock powers duly endorsed in blank, with all necessary  transfer
tax and other revenue stamps acquired at the Shareholders' expense,  affixed and
canceled,  and (ii) Triangle shall deliver to each exercising Shareholder a cash
payment in the amount determined by multiplying the number of shares of Triangle
Common  Stock  to be  repurchased  by  Triangle  from  such  Shareholder  by the
Repurchase  Price,  as reduced or  adjusted  pursuant  to this  Section 1.9 (the
"Repurchase Payment"); provided, however, that Triangle shall not be required to
deliver that portion of any Repurchase  Payment  attributable to the exercise of
the Put Option with respect to any Escrow  Shares,  unless and until the release
of such  Escrow  Shares from  escrow in  accordance  with the terms of the Stock
Pledge and Escrow  Agreement  referenced  in Section 9.5 of this  Agreement,  at
which time,  upon the tender of share  certificates  duly endorsed in blank,  or
accompanied by a stock power duly endorsed in blank,  with all necessary revenue
stamps acquired at the exercising  Shareholders' expense,  affixed and canceled,
evidencing the Escrowed Shares to be repurchased,  Triangle shall be required to
deliver to each exercising  Shareholder a cash payment determined by multiplying
the Repurchase Price, as reduced or adjusted pursuant to this Section 1.9 at the
time of such  payment,  by the  lesser of (x) the  number of shares of  Triangle
Common Stock  requested by each such  Shareholder to be repurchased  pursuant to
the applicable Exercise Notice or (y) the number of Escrow Shares to be released
to such Shareholder  from escrow,  as determined in accordance with terms of the
Stock Pledge and Escrow  Agreement  referenced in Section 9.5 of this Agreement.
The Put Option rights granted to each  Shareholder  pursuant to this Section 1.9
shall be exercisable by each respective  Shareholder  during his or her lifetime
and  shall  not be  transferrable  or  assignable  except by will or the laws of
descent and distribution.

1.10 Tax Consequences.  For federal income tax purposes,  the Merger is intended
to  constitute a  reorganization  within the meaning of Section 368 of the Code.
The  parties  to this  Agreement  hereby  adopt  this  Agreement  as a "plan  of
reorganization"  within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the
United States Treasury Regulations.

1.11  Further  Action.  If, at any time after the  Effective  Time,  any further
action is determined by Triangle or  QuickCREDIT to be necessary or desirable to
carry out the purposes of this Agreement or to vest QuickCREDIT with full right,
title and  possession of and to all rights and property of EJG, the officers and
directors of Triangle and QuickCREDIT  shall be fully authorized (in the name of
EJG and otherwise) to take such action.



Section 2.        REPRESENTATIONS AND WARRANTIES OF EJG AND THE SHAREHOLDERS

         As an  inducement  to  Triangle  and  QuickCREDIT  to enter  into  this
Agreement and to consummate the transactions  contemplated  hereby, and with the
knowledge that Triangle and QuickCREDIT shall rely thereon,  EJG and each of the
Shareholders,  jointly and  severally,  represents  and warrants to Triangle and
QuickCREDIT  the  following  (both  as of the  Closing  Date  and as of the date
hereof):

2.1 Due Organization and Qualification.  EJG is a corporation duly organized and
validly existing under the laws of the State of Florida, has made all filings as
required under applicable filing and annual registration  provisions of the FBCA
and has paid all filing fees due and payable  thereunder.  EJG has all necessary
corporate  power and lawful  authority  to conduct its business in the manner in
which its business is currently  being conducted and to own or lease and use its
assets in the manner in which it now owns, leases or uses its assets. EJG is not
qualified or otherwise authorized to do business as a foreign corporation in any
jurisdiction  other than the  jurisdictions  identified  in Schedule 2.1 annexed
hereto,   which   jurisdictions  are  the  only   jurisdictions  in  which  such
qualification  or  authorization  is  required  by law.  Except  as set forth on
Schedule  2.1  annexed  hereto,  EJG does not file and is not  required  to file
franchise,  income or other tax returns in any other jurisdiction based upon the
ownership or use of property therein or the conduct of business or derivation of
income  therefrom.  EJG does not own or lease  property or maintain any resident
employee in any jurisdiction  other than the jurisdictions set forth on Schedule
2.1 annexed hereto.

2.2 Capitalization. The title, par value, number of authorized shares and number
of issued  and  outstanding  shares of  capital  stock of EJG are  described  on
Schedule 2.2 annexed  hereto.  No other class of capital  stock of EJG is issued
and outstanding and there are no shares of capital stock held in EJG's treasury.
All of the issued  and  outstanding  shares of EJG  Common  Stock have been duly
authorized and validly issued and are fully paid and non-assessable.  The Shares
of capital stock of EJG owned of record and beneficially by each EJG shareholder
and the residence  address of each such shareholder is set forth on Schedule 2.2
annexed hereto.  Except as set forth on Schedule 2.2 no person or entity has, or
ever has had, any ownership interest in the property,  capital stock,  assets or
business of EJG.

2.3 Options or Other Rights. Except as described on Schedule 2.3 annexed hereto,
there is no (i) outstanding  subscription,  option,  call, warrant,  unsatisfied
preemptive  right,  commitment,  conversion right or other agreement or right of
any kind  pursuant  to which any Person has the right or option  (whether or not
currently  exercisable) to acquire,  or otherwise relating to, any shares of the
capital  stock  or  any  other  security  of  EJG;  (ii)  outstanding  security,
instrument or obligation that is or may become  convertible into or exchangeable
for any shares of the capital stock or any other security of EJG; (iii) contract
under which EJG is or may become obligated to sell or otherwise issue any shares
of its capital stock or any other securities;  or (iv) condition or circumstance
that may give rise to or  provide a basis  for the  assertion  of a claim by any
Person to the effect  that such  Person is  entitled  to acquire or receive  any
shares  of  capital  stock or other  securities  of EJG.  Except as set forth in
Schedule 2.3 annexed hereto,  EJG has never issued or granted any option,  call,
warrant or right to acquire, or otherwise relating to, any shares of its capital
stock or other securities.

2.4 Subsidiaries and Investments. EJG has no subsidiaries,  and has never owned,
beneficially or otherwise,  any shares or other  securities of, or any direct or
indirect interest of any nature in, any Entity.

2.5 Charter and Bylaws.  Schedule 2.5 annexed hereto contains true,  correct and
complete  copies of (a) the  articles of  incorporation  of EJG,  including  all
amendments  thereto  (certified  by the  Secretary  of  State  of the  State  of
Florida), and (b) the bylaws of EJG, including all amendments thereto (certified
by the secretary or other executive officer of EJG).

2.6 Books and Records.  The corporate  minute books,  stock  certificate  books,
stock  registers  and  other  corporate  records  of EJG are true,  correct  and
complete in all material respects, and the signatures appearing on all documents
contained  therein are the true  signatures  of the persons  purporting  to have
signed the same.  The  corporate  minute  books of EJG contain true and complete
records of all of the  meetings  and other  proceedings  (including  any actions
taken by  written  consent  or  otherwise  without  a  meeting)  of the board of
directors  of EJG,  any  committee  of the  board  of  directors  of EJG and the
shareholders  of EJG  since  the  date  of  incorporation  of EJG.  All  actions
reflected  in said books and records were duly and validly  taken in  compliance
with all Legal  Requirements  applicable  to such matters and the  provisions of
EJG's articles of incorporation or bylaws or of any resolution  adopted by EJG's
shareholders,  EJG's  board of  directors  or any  committee  of EJG's  board of
directors.  None of EJG's records,  systems,  controls,  data or information are
recorded,  stored,  maintained or operated by, or otherwise are wholly or partly
dependent  upon  or  held  by,  any  person,  entity  or  media  (including  any
electronic,  mechanical  or  photographic  process)  which  are  not  under  the
exclusive ownership and direct control (including all means of access) of EJG.

2.7               Authority; Binding Nature of Agreement.

(a) Each of the  Shareholders  has the full power and legal  capacity to execute
and  deliver  the  Shareholder   Documents  and  to  perform  their   respective
obligations  under  this  Agreement.  Each of the  Shareholder  Documents,  when
executed, will constitute a valid and binding agreement of the Shareholder which
is a party thereto,  enforceable against such Shareholder in accordance with its
terms.

(b) The execution, delivery and performance by EJG of the EJG Documents has been
duly  authorized  by all  necessary  action  on the part of EJG and its board of
directors and  shareholders.  Each of the EJG  Documents,  when  executed,  will
constitute the legal, valid and binding obligation of EJG,  enforceable  against
EJG in accordance with its terms.

(c) Except as described in Schedule 2.7 annexed hereto,  no consent of any other
Person and, to the knowledge of each of the  Shareholders,  no  authorization or
approval of, or declaration, filing or registration with, any Governmental Body,
is  necessary  in order to  enable  the  Shareholders  or EJG to enter  into and
perform their  respective  obligations  under the  Shareholder  Documents or EJG
Documents,  and neither the execution and delivery of the Shareholder  Documents
or EJG Documents nor the consummation of the transactions  contemplated  thereby
will:

(i) conflict  with,  require any consent  under,  result in the violation of, or
constitute a breach of any provision of the articles of  incorporation or bylaws
of EJG;

(ii)  conflict  with,  require any Consent  under,  result in the  violation of,
constitute  a breach  of or a  default  under,  or  accelerate  the  performance
required on the part of the Shareholders or EJG by the terms of, any evidence of
indebtedness  or Contract to which the  Shareholders  or EJG is a party, in each
case with or without notice or lapse of time or both,  including any evidence of
Encumbrance to which any property  either of EJG or EJG Common Stock is subject,
or permit the termination of any such Contract by another Person;

(iii)  result  in the  creation  or  imposition  of  any  Encumbrance  upon,  or
restriction  on the use of, any  property  or assets of EJG or EJG Common  Stock
under any Contract to which either EJG or the Shareholders are bound;

(iv) accelerate,  or constitute an event entitling, or which would, on notice or
lapse of time or both,  entitle  the  holder of any  indebtedness  of EJG or the
Shareholders to accelerate the maturity of any such indebtedness;

(v) conflict with or result in the breach or violation of any Legal  Requirement
that is binding on either EJG or the Shareholders; or

(vi) violate or cause any revocation of or limitation on any Permit of EJG.

2.8               Financial Statements.

(a)  EJG  has  delivered  to  QuickCREDIT  copies  of  the  following  financial
statements (collectively, the "EJG Financial Statements"):

(i) the unaudited balance sheets and related statements of income, Shareholders'
equity and cash flow of EJG as of and for the fiscal years ended on December 31,
1995, December 31, 1996 and December 31, 1997; and

(ii) the unaudited  balance sheet of EJG (the  "Unaudited  Balance Sheet") as of
January 31, 1998 (the "Balance Sheet Date") and the related unaudited statements
of income, shareholders' equity and cash flow of EJG for the 3-month period then
ended.

(b) Copies of the EJG Financial  Statements  are annexed hereto as Schedule 2.8.
The EJG  Financial  Statements  have been prepared from the books and records of
EJG in accordance with generally accepted  principles of tax basis of accounting
applied on a consistent  basis  throughout the periods  covered [except that the
unaudited EJG Financial  Statements  for the 3-month period ended March 31, 1998
do not contain footnotes and are subject to normal and recurring  year-end audit
adjustments,  which will not,  individually or in the aggregate,  be material in
magnitude.] The EJG Financial  Statements present fairly the financial condition
of EJG as of the respective dates thereof and the results of operations and cash
flows of EJG for the periods covered thereby,  and, except as indicated therein,
reflect all claims against and all debts and  liabilities of EJG,  whether fixed
or contingent, as of the dates thereof.

2.9  Absence  of  Undisclosed  Liabilities.  All  liabilities,   commitments  or
obligations of EJG with respect to EJG's business  (whether secured or unsecured
and whether accrued, absolute,  contingent,  direct or indirect or otherwise and
whether due or to become due) are set forth or  adequately  reserved  against in
the EJG Financial Statements,  except for commercial liabilities and obligations
incurred  since the Balance  Sheet Date in the  ordinary  course of business and
consistent  with past  practice  and none of which  has or will have a  material
adverse effect on the business,  financial condition or results of operations of
EJG's  business.  The total of all  liabilities  in respect of accounts  payable
incurred in the ordinary course of business (i.e.,  invoices received,  approved
and  authorized  for  payment) of EJG do not exceed,  and as of the Closing Date
will not exceed,  $40,000 in value. Except as and to the extent described in the
EJG  Financial  Statements,  EJG has no knowledge of any basis for the assertion
against  EJG's  business  or  the  business  of  any  predecessor  to EJG of any
liability,  and there are no circumstances,  conditions,  happenings,  events or
arrangements,   contractual  or  otherwise,   which  may  likely  give  rise  to
liabilities,  except  commercial  liabilities  and  obligations  incurred in the
ordinary course of business and consistent with past practice.

2.10 Absence of Changes. Except as set forth in Schedule 2.10 annexed hereto and
since the Balance Sheet Date:

(a) there has not been any material adverse change in EJG's business, condition,
assets, liabilities,  operations,  financial performance or, to the knowledge of
Shareholders,  prospects,  and  no  event  has  occurred  that  will,  or  could
reasonably be expected to, have a Material Adverse Effect on EJG;

(b) there has not been any  material  loss,  damage  or  destruction  to, or any
material interruption in the use of, any of EJG's assets (whether or not covered
by insurance);

(c) EJG has not  declared,  accrued,  set aside or paid any dividend or made any
other  distribution  in  respect of any  shares of  capital  stock,  and has not
repurchased,  redeemed or otherwise  reacquired  any shares of capital  stock or
other securities;

(d) EJG has not sold, issued or authorized the issuance of (i) any capital stock
or other  security,  (ii) any  option,  call,  warrant or right to  acquire,  or
otherwise  relating to, any capital  stock or any other  security,  or (iii) any
instrument  convertible  into or  exchangeable  for any  capital  stock or other
security;

(e) there has been no amendment to EJG's  articles of  incorporation  or bylaws,
and EJG has  not  effected  or  been a  party  to any  Acquisition  Transaction,
recapitalization,  reclassification of shares,  stock split, reverse stock split
or similar transaction;

(f) EJG has not formed any  subsidiary or acquired any equity  interest or other
interest in any other Entity;

(g) EJG has not made any  capital  expenditure  which,  when  added to all other
capital expenditures made by EJG, exceeds $5,000 in the aggregate;

(h) EJG has not (i) entered into or permitted any of the assets owned or used by
it to become bound by any Contract,  or (ii) amended or prematurely  terminated,
or waived any material right or remedy under, any Contract to which it is or was
party or under which it has or has had any rights or obligations;

(i) EJG has not (i)  acquired,  leased or licensed any right or other asset from
any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any
right or other asset to any other Person,  or (iii) waived or  relinquished  any
right, except for immaterial rights or other immaterial assets acquired, leased,
licensed or disposed of in the ordinary  course of business and consistent  with
EJG's past practices;

(j) EJG has not written off as  uncollectible,  or established any extraordinary
reserve with respect to, any account receivable or other indebtedness;

(k) EJG has not made any pledge of any of its assets or otherwise  permitted any
of its  assets to become  subject  to any  Encumbrance,  except  for  pledges of
immaterial  assets made in the ordinary  course of business and consistent  with
EJG's past practices;

(l) EJG has not (i) lent money to any Person, or (ii) incurred or guaranteed any
indebtedness for borrowed money;

(m) EJG has not (i)  established,  adopted  or amended  any Plan,  (ii) paid any
bonus or made any  profit-sharing or similar payment to, or increased the amount
of the wages,  salary,  commissions,  fringe  benefits or other  compensation or
remuneration payable to, any of its directors,  officers or employees,  or (iii)
hired any new employee;

     (n) EJG has not  changed  any of its methods of  accounting  or  accounting
practices in any respect;

(o)               EJG has not made any Tax election;

     (p) EJG has not  commenced or settled,  whether or not commenced by it, any
Legal Proceeding;

(q) EJG has not  entered  into  any  material  transaction  or taken  any  other
material action outside the ordinary course of business or inconsistent with its
past practices; and

(r) EJG has not agreed or  committed  to take any of the actions  referred to in
clauses "(c)" through "(q)" above.

2.11              Legal Proceedings; Orders.

(a) Except as set forth in Schedule  2.11  annexed  hereto,  there is no pending
Legal Proceeding,  and, to the knowledge of EJG and the Shareholders,  no Person
has threatened to commence any Legal Proceeding, (i) that involves EJG or any of
the assets owned or used by EJG; or (ii) that  challenges,  or that may have the
effect of preventing,  delaying,  making illegal or otherwise  interfering with,
the Merger or any of the other transactions  contemplated by this Agreement.  To
the knowledge of EJG and the Shareholders,  except as set forth in Schedule 2.11
annexed hereto, no event has occurred,  and no claim, dispute or other condition
or circumstance exists, that will, or that could reasonably be expected to, give
rise to or serve as a basis for the commencement of any such Legal Proceeding.

(b) There is no order, writ, injunction, judgment or decree to which EJG, or any
of the assets owned or used by EJG, are subject.  Neither the  Shareholders  nor
EJG is subject to any order, writ,  injunction,  judgment or decree that relates
to EJG's business or to any of the assets owned or used by EJG. To the knowledge
of EJG and the  Shareholders,  no officer or other employee of EJG is subject to
any order, writ,  injunction,  judgment or decree that prohibits such officer or
other employee from engaging in or continuing any conduct,  activity or practice
relating to EJG's business.

2.12              Tax Matters.

(a) All Tax  Returns  required  to be  filed  by or on  behalf  of EJG  with any
Governmental  Body with  respect to any  transaction  occurring  or any  taxable
period  ending on or before the Closing Date (i) have been or will be filed when
due and  (ii)  have  been,  or will be when  filed,  accurately  and  completely
prepared in compliance  with all applicable  Legal  Requirements.  Except as set
forth on Schedule  2.12,  all Taxes owed by EJG (whether or not shown on any Tax
Return) have been paid. Except as set forth on Schedule 2.12 annexed hereto, EJG
is not currently the  beneficiary  of any extension of time within which to file
any Tax  Return.  No  claim  has  ever  been  made by a  Governmental  Body in a
jurisdiction  where EJG does not file Tax Returns  that EJG is or may be subject
to taxation by that jurisdiction. There are no Encumbrances on any of the assets
of EJG that arose in connection with any failure (or alleged failure) to pay any
Tax.

(b) EJG has withheld and paid all Taxes  required to have been withheld and paid
by it in  connection  with  amounts paid or owing to any  employee,  independent
contractor, creditor, stockholder or other Person.

(c) None of the  Shareholders or any  Representative  of EJG (or any employee of
EJG  responsible  for Tax matters) has any reason to believe that any  authority
may assess any  additional  Taxes for any period for which Tax Returns have been
filed.  There is no dispute or claim  concerning any Tax liability of EJG either
(i)  claimed  or  raised by any  authority  in  writing  or (ii) as to which any
Shareholder  (or any employee of EJG responsible for Tax matters) has knowledge.
Schedule 2.12 annexed hereto lists all federal, state, local, and foreign income
Tax  Returns  filed with  respect to EJG for taxable  periods  ended on or after
December  31, 1994 and  indicates  those Tax Returns  that have been audited and
those Tax Returns that currently are the subject of an audit.  EJG has delivered
to  QuickCREDIT  correct and complete  copies of all federal income Tax Returns,
examination reports,  and statements of deficiencies  assessed against or agreed
to by EJG since December 31, 1994.

(d) EJG has not waived any statute of  limitations in respect of Taxes or agreed
to any extension of time with respect to a Tax assessment or deficiency.

(e) EJG has not (i)  applied  for any tax ruling,  (ii)  entered  into a closing
agreement with any taxing authority, (iii) made any payments, or been a party to
an agreement  (including  this  Agreement)  that under any  circumstances  could
obligate it to make payments that will not be deductible because of Section 280G
of the  Code,  or  (iv)  been a  party  to any  tax  allocation  or tax  sharing
agreement.  EJG has no  liability  for the Taxes of any Person or Entity  (other
than EJG)  under Reg.  ss.1.1502-6  (or any  similar  Legal  Requirement),  as a
transferee or successor, by contract, or otherwise.

(f) The unpaid  Taxes of EJG (i) did not, as of the Balance  Sheet Date,  exceed
the reserve for Tax  liability  (rather  than any  reserve  for  deferred  Taxes
established to reflect timing differences between book and Tax income) set forth
on the face of the Unaudited  Balance  Sheet (rather than in any notes  thereto)
and (ii) do not exceed that  reserve as adjusted for the passage of time through
the  Closing  Date in  accordance  with the past  custom and  practice of EJG in
filing its Tax Returns.

2.13 Title to  Assets.  Except as set forth on  Exhibit  2.13,  EJG has good and
valid title to all of its  material  properties  and assets  (both  tangible and
intangible),  including without  limitation,  all properties and assets shown on
the Unaudited  Balance Sheet and all properties and assets purchased or acquired
by EJG since the Balance  Sheet Date;  in each case subject to no  Encumbrances,
except for (i) Encumbrances reflected on the Unaudited Balance Sheet, (ii) liens
for current taxes, assessments or governmental charges or levies on property not
yet due or delinquent and (iii) Encumbrances  described on Schedule 2.13 annexed
hereto ("Permitted  Liens").  Except for software licenses described in Schedule
2.15  annexed  hereto,  or leases or real and  personal  property  described  in
Schedule 2.15,  EJG owns outright and is in exclusive  possession of all assets,
properties or rights currently used in its business.

2.14  Compliance with Legal  Requirements.  Except as described on Schedule 2.14
annexed hereto,  EJG is not in violation of any Legal Requirement  applicable to
the business of EJG. Without limiting the generality of the foregoing, except as
described on Schedule 2.14 annexed hereto,  (i) there is not pending,  or to the
knowledge  of  EJG or  the  Shareholders  threatened,  any  notification  of any
Governmental   Body  that  EJG  is  not  in  compliance  with  applicable  Legal
Requirements respecting employment and employment practices, occupational safety
and health laws and regulations, and laws or regulations relating to the quality
of the  environment,  and  neither  EJG nor the  Shareholders  know of any basis
therefor, and (ii) EJG has not received any such notification of past violations
of such Legal  Requirements  as can  reasonably  be expected to result in future
claims  against  EJG,  and  neither EJG nor the  Shareholders  know of any basis
therefor.

2.15              Contracts.

(a) Schedule 2.15 annexed hereto contains a complete and accurate list of all of
the  following  Contracts  to  which  EJG is a party or by or to which it or its
assets or  properties  are bound or  subject or which are  necessary  for EJG to
conduct its business as presently conducted:

(i)  Contracts  with  any  current  or  former  officer,   director,   employee,
consultant, agent or other representative or with any Person in which any of the
foregoing has an interest,  including any  "Affiliate"  or  "Associate"  of such
Person,  as such terms are defined in the  Securities  Act of 1933 and the rules
and regulations published thereunder;

     (ii)  Contracts  with any  labor  union  or  association  representing  any
employee;

(iii) Contracts for the sale of any of EJG's assets or properties  other than in
the  ordinary  course  of  business  or  for  the  grant  to any  person  of any
preferential rights to purchase any of its assets or properties;

     (iv)  Contracts  under which EJG agrees to indemnify  any party or to share
the tax liability of any Person;

(v)               Contracts of guaranty or relating to matters of suretyship;

     (vi)  Contracts  that  cannot be  canceled  without  liability,  premium or
penalty upon thirty (30) days' notice or less;

(vii) Contracts containing  obligations or liabilities of any kind to holders of
EJG's  securities  as such  (including,  without  limitation,  an  obligation to
register any of such securities under any Legal Requirement);

(viii)  Contracts  containing  covenants  of EJG not to  compete  in any line of
business or with any person in any  geographical  area or covenants of any other
Person not to compete  with EJG in any line of business  or in any  geographical
area;

(ix) Contracts  relating to the acquisition by EJG of any operating  business or
the capital stock of any other Person;

(x) Contracts relating to Intellectual  Property owned,  licensed or used by EJG
in the course of its business;

     (xi) Contracts  requiring the payment to any Person of a royalty,  override
or similar commission or fee;

(xii)  Contracts  relating to the  borrowing of money by EJG or  subjecting  any
assets or properties of EJG to any Encumbrance;

(xiii) any  Contract  which  might  reasonably  be  expected to have a potential
adverse impact on the business or operations of EJG;

(xiv)             any Contract not made in the ordinary course of business; or

     (xv) any other material Contract whether or not made in the ordinary course
of business.

(b) EJG has delivered or made available to QuickCREDIT  true and complete copies
of all of the Contracts  described on Schedule  2.15.  All of such Contracts are
valid and binding upon EJG in accordance with their terms, and EJG has performed
all contractual obligations required to be performed by it to date and is not in
default under any such contracts and has not taken any action which  constitutes
or with notice or lapse of time or both would  constitute  a default  under such
Contracts.  To the knowledge of EJG and the Shareholders,  no other party to any
such contract is in default in the performance of its obligations  thereunder or
has taken any action which constitutes,  or with notice or lapse of time or both
would constitute,  a breach or anticipatory breach thereof. Except as separately
identified on Schedule 2.15 annexed hereto, no approval or consent of any Person
is needed in order that the contracts and other agreements set forth on Schedule
2.15 annexed hereto or on any other  Schedule  continue in full force and effect
following the consummation of the transactions contemplated by this Agreement.

(c) The  Contracts  identified  on Schedule  2.15  annexed  hereto  collectively
constitute all of the Contracts  necessary to enable EJG to conduct its business
in the manner in which its  business is  currently  being  conducted  and in the
manner in which its business is proposed to be conducted.

(d) Schedule 2.15 annexed hereto  identifies and provides a brief description of
each proposed  Contract as to which any pending bid,  offer or proposal has been
submitted or received by EJG.

2.16 Leases.  Schedule 2.16 annexed hereto contains a complete and accurate list
of any real property  lease  binding EJG or to which EJG is a party  ("Leases").
Each such Lease is in full force and effect,  and EJG has fully performed all of
its  obligations to be performed to date under said Leases.  EJG is current with
respect to the payment of all rents and other charges due thereunder,  and their
use and  occupancy of the premises  which are the subject  matter of such leases
does not  violate any of the terms of such  Leases,  is in  conformity  with all
applicable  Legal  Requirements  and is not violative of the conditions of EJG's
respective  policies  of  insurance.  All  of  the  buildings,   structures  and
appurtenances  situated on such leased premises are, and as of the Closing Date,
will be, in good  operating  condition and state of  maintenance  and repair and
will be adequate and  suitable  for the  purposes  for which they are  presently
being or are  intended to be used,  and EJG has  adequate  rights of ingress and
egress and utility services for the operation of their respective  businesses in
the ordinary course.  No lessor or landlord under any Lease is in default in the
performance of its obligations thereunder,  and EJG has not received notice from
any such lessor or landlord of its  intention to exercise any option  thereunder
which would adversely  affect or terminate EJG's use or occupancy of the demised
premises under such Lease.  Except as  specifically  disclosed in Schedule 2.16,
all of the  Leases  permit the  consummation  of the  transactions  contemplated
hereby without  modification of the terms thereof and without the consent of the
applicable  lessor or landlord.  EJG does not own, and has never owned, any real
property.

2.17 Accounts and Notes Receivable.  All accounts and notes receivable reflected
on the Unaudited  Balance Sheet, and all accounts and notes  receivable  arising
subsequent to the Balance Sheet Date and prior to the Closing Date,  have arisen
in the ordinary course of business of EJG,  represent  valid  obligations due to
EJG and,  subject  only to the  reserve  for bad debts  shown on EJG's books and
records and computed in a manner consistent with generally  accepted  accounting
principals and EJG's past practice,  are  collectible in the ordinary  course of
business of EJG in the aggregate  recorded  amounts  thereof in accordance  with
their terms and in any event not later than 90 days from the Closing Date.  None
of such notes and  accounts  receivable  or other debts is (or as of the Closing
Date will be) subject to any counterclaim or set-off except to the extent of the
aforementioned reserve, or is (or as of the Closing Date will be) subject to any
Encumbrance whatsoever. For purposes of this Section 2.17, the collectibility of
accounts  and  notes  receivable  shall be  determined  by  applying  customers'
remittances based upon the specific  invoices to which such remittances  relate,
or in the absence of any  indication  of same, on a first-in,  first-out  basis.
There has been no material  change since the Balance Sheet Date in the amount of
accounts  receivable  or  other  debts  due EJG or the  reserves  for bad  debts
relating thereto from that reflected in the Unaudited Balance Sheet.

2.18 Fixed Assets. Schedule 2.18 annexed hereto contains a complete and accurate
list of all machinery,  equipment,  tools,  furniture,  leasehold  improvements,
trade fixtures, vehicles,  structures or any related capitalized items and other
tangible  property  material to the operation of the business of EJG (the "Fixed
Assets") all of which Fixed Assets are reflected in the Unaudited  Balance Sheet
(except any such  tangible  property  acquired  since the Balance  Sheet Date by
EJG).  Since the  Balance  Sheet Date,  EJG has not  disposed of any Fixed Asset
except in the ordinary  course of EJG's  business.  The Fixed Assets are in good
operating condition and repair,  subject to normal wear and tear from normal use
thereof,  and EJG has not received  notice that any of the Fixed Assets or EJG's
use  thereof  is in  violation  of any  existing  law or  any  applicable  Legal
Requirement.

2.19 Trade Names and Other Intangibles.  Schedule 2.19 annexed hereto contains a
complete  and  accurate   list  of  all  patents,   patent   rights,   licenses,
methodologies,  know-how, trademarks,  trademark rights, trade names, trade name
rights,  service  marks,  service  mark  rights,  copyrights  or similar  rights
("Intellectual  Property")  which are  either  (a)  wholly  or  partly  owned or
licensed  by EJG or (b) used in the conduct of the  business  of EJG.  Except as
described on Schedule 2.19 annexed hereto, no Person or Entity,  other than EJG,
has any rights  under or in  respect  of,  and to the  knowledge  of EJG and the
Shareholders, no Person is infringing or otherwise acting adversely with respect
to, EJG's respective  rights under or in respect of the  Intellectual  Property,
and EJG is the exclusive  owner of such rights and there is no claim for damages
or any  proceeding  pending  or, to the  knowledge  of EJG or the  Shareholders,
threatened  with respect  thereto.  EJG is not  infringing  or otherwise  acting
adversely  to the  right  of  any  Person  or  Entity  under  or in  respect  to
Intellectual  Property,  and there is no claim  for  damages  or any  proceeding
pending, or to the knowledge of EJG or the Shareholders threatened, with respect
thereto.

2.20 Suppliers and Customers.  Schedule 2.20 annexed hereto  contains a complete
and  accurate  list  with  respect  to EJG of (a) any  supplier  from  whom  EJG
purchased or to which EJG paid $_________ or more during the last fiscal year of
EJG and the amount  paid by EJG to each such  supplier  and (b) any  customer or
client of EJG which  purchased  during the last fiscal year of EJG $_________ or
more in services  from EJG. No customer  required to be listed on Schedule  2.20
has notified EJG of such customer's  intention to terminate or materially reduce
the use of EJG's services,  and neither EJG nor the Shareholders have any reason
to believe  any such  customer  is likely to  terminate  the  services of EJG on
account of the transactions contemplated hereunder.

2.21 Payment of Wages and Salary.  Except as set forth on Schedule  2.21,  other
than  amounts  which  have not yet  become  payable  in  accordance  with  EJG's
customary practices,  which will be paid in a timely manner, (i) EJG has paid in
full to its full and  part-time  employees  all  wages,  salaries,  commissions,
bonuses and other  direct  compensation  for all  services  performed by them to
date, and (ii) EJG has paid, or will pay in a timely manner,  all severance pay,
if any, and benefits,  FICA, withholding taxes and vacation pay, if any, for all
of  its  employees  and  is  not  subject  to  any  claim  for   non-payment  or
non-performance of any of the foregoing.  EJG is in compliance with all federal,
state  and local  laws and  regulations  respecting  employment  and  employment
practices,  terms and conditions of employment and wages and hours.  EJG has not
improperly  characterized  as  an  independent  contractor  or  consultant,  any
individual  who  should  have  been  treated  as an  employee  of  EJG  for  tax
withholding or any other purpose.

2.22      Employee Benefit Plans.

(a) Except as described on Schedule 2.22 annexed hereto,  EJG is not a party to,
nor makes or is required to make employer  contributions to, nor has any current
or future obligation or liability with respect to, any pension,  profit sharing,
retirement,   deferred   compensation,   bonus,   stock   purchase,   severance,
hospitalization,  medical  insurance,  life insurance,  vacation policy or other
employee  benefit plan or program  providing  benefits for its current or former
employees,  other than  salaries or cash wages for  straight  time,  overtime or
shift  differential  (a "Plan").  Except as described  on Schedule  2.22 annexed
hereto, EJG has complied with all of its obligations under each Plan and, to the
knowledge of EJG and the Shareholders,  all other parties have complied with all
of their  respective  obligations  under each Plan. EJG has made or provided for
all  payments  due under or with  respect to each Plan up to and  including  the
Closing Date, and all amounts  properly  accrued up to and including the Closing
Date as  liabilities  of EJG under each Plan have been  recorded on the books of
EJG.  Except  as  described  on  Schedule  2.22  annexed  hereto,  no  Plan is a
"multiemployer plan" (within the meaning of Section 3(37) of ERISA), and, except
as so set  forth,  EJG  has  not  made,  or  has  been  required  to  make,  any
contributions to any "multiemployer plan" within the last five (5) years. Except
as described on Schedule  2.22 annexed  hereto,  no Plan listed on Schedule 2.22
(other than any "multiemployer plan") is subject to Title IV of ERISA.

(b) Each Plan listed on Schedule 2.22 has received a  determination  letter from
the  Internal  Revenue  Service to the effect that it  qualified  under  Section
401(a) of the Code,  and that each trust  established  under such Plan is exempt
from taxation  under Section  501(a) of the Code, and nothing has occurred which
would cause the loss of such qualifications or exemptions. No "reportable event"
(within the meaning of Section  4043(b) of ERISA) has  occurred  with respect to
any pension plan that is subject to Title IV of ERISA maintained by any trade or
business  (whether or not  incorporated)  that is under common control with EJG,
within the meaning of Section 414(c) of the Code and the regulations  thereunder
(hereinafter  any such plan shall be referred to as an "Affiliate  Plan" and any
such trade or business  shall be referred  to as an "ERISA  Affiliate"),  and no
"reportable  event" will occur with respect to any Plan or  Affiliate  Plan as a
result of any transaction contemplated by this Agreement.

(c) EJG would not be subject to any  withdrawal  liability  with  respect to any
"multiemployer  plan" listed on Schedule  2.22 if EJG were to withdraw  from any
such plan as of the date hereof.  Except as described on Schedule  2.22, EJG has
satisfied  all material  reporting  and  disclosure  requirements  and all other
requirements  applicable  to it under the Code or ERISA,  and the  Department of
Labor and the Internal Revenue Service regulations promulgated thereunder,  with
respect  to  the  Plans.  Neither  EJG  nor,  to  the  knowledge  of  EJG or the
Shareholders, any other "party in interest" or "disqualified person" (within the
meaning  of  Section  3(14)  of  ERISA  or  Section   4975(e)(2)  of  the  Code,
respectively)   with  respect  to  any  Plan  has  engaged  in  any  "prohibited
transaction"  (within the meaning of Section 406 of ERISA or Section 4975 of the
Code) which could subject any Plan, EJG or any trustee,  administrator  or other
fiduciary  of any Plan,  to any  penalty  or excise tax  imposed  on  prohibited
transactions  by Section 502(i) of ERISA or Section 4975 of the Code.  There are
no material  actions,  suits or claims  pending  (other than routine  claims for
benefits) or,  except as described on Schedule  2.22, to the knowledge of EJG or
the  Shareholders,  threatened,  against  any Plan or against  the assets of any
Plan.  No Plan which is subject to Part III of Subtitle B of Title I of ERISA or
Section 412 of the Code has incurred any  "accumulated  funding  deficiency" (as
defined in ERISA),  whether or not waived. Except as described on Schedule 2.22,
no Plan or  Affiliate  Plan that is or was subject to Title IV of ERISA has been
terminated and, to the knowledge of the Seller, no proceeding has been initiated
to terminate any such Plan or Affiliate Plan. Neither EJG, any ERISA Affiliates,
nor any Shareholder have incurred,  nor reasonably  expects to incur as a result
of any event  occurring on or prior to the Closing  Date,  any  liability to the
Pension Benefit Guaranty Corporation (except for required premium payments, none
of which  payments are overdue) or any  withdrawal  liability  under Title IV of
ERISA.

(d) With respect to each Plan that is an  "employee  benefit  plan,"  within the
meaning of Section 3(3) of ERISA,  true and complete copies of (i) the documents
embodying  the Plan,  any related  trust and all  amendments  thereto,  (ii) the
summary plan  description and all  modifications  thereto,  (iii) the last filed
Annual  Report (Form 5500 Series) and  Schedules A and B thereto,  (iv) the most
recent Internal Revenue Service  determination  letter,  if applicable,  (v) the
most recent actuarial  valuation report, if any, and (vi) the most recent annual
and periodic  financial  statements,  have been  delivered or made  available to
QuickCREDIT and are correct in all material respects.

2.23  Insurance.  Schedule  2.23  annexed  hereto  contains  a  list  and  brief
description  (specifying the insurer,  the policy number or covering note number
with  respect  to  binders  and the amount of any  deductible,  describing  each
pending  claim  thereunder  of more than  $2,500,  setting  forth the  aggregate
amounts  paid out  under  each  such  policy  through  the date  hereof  and the
aggregate limit, if any, of the insurer's liability  thereunder) of all policies
or  binders  of fire,  liability,  product  liability,  workmen's  compensation,
vehicular,  unemployment  and other  insurance held by or on behalf of EJG. Such
policies and binders are valid and  enforceable in accordance  with their terms,
are in full force and effect,  and insure  against risks and  liabilities to the
extent and in the manner  reasonably  determined  by EJG to be  appropriate  and
sufficient  and are adequate to protect EJG and its assets and  properties.  EJG
has paid all  premiums  due  thereon and is not in default  with  respect to any
provision  contained in any such policy or binder and has not failed to give any
notice or present  any claim  under any such  policy or binder in due and timely
fashion.  Except for claims described on Schedule 2.23, there are no outstanding
unpaid  claims under any such policy or binder.  EJG has not received  notice of
cancellation  or non-renewal of any such policy or binder.  None of the policies
listed on Schedule  2.23  provides  that premiums paid in respect of the periods
prior to the Closing Date may be adjusted or recomputed  based on  claims-paying
experience  of such  policies  or  otherwise.  EJG has no notice from any of its
insurance  carriers that any insurance  premiums will be increased in the future
or that any insurance  coverage listed on Schedule 2.23 will not be available in
the future on the same terms as now in effect.

2.24      Environmental Matters.

(a)  Except  as  described  in  Schedule  2.24,  (i)  EJG has  never  generated,
transported, used, stored, treated, disposed of, or managed any Hazardous Waste;
(ii) no  Hazardous  Material  has  ever  been or is  threatened  to be  spilled,
released,  or disposed of at any site  presently  or formerly  owned,  operated,
leased or used by EJG, or has ever come to be located in the soil or groundwater
at any such site; (iii) no Hazardous Material has ever been transported by or at
the  direction  of EJG from any site  presently  or  formerly  owned,  operated,
leased, or used by EJG for treatment,  storage,  or disposal at any other place;
and (iv) no Encumbrance  has ever been imposed by any  Governmental  Body on any
property, facility,  machinery, or equipment owned, operated, leased, or used by
EJG in connection with the presence of any Hazardous Material.

(b) (i) EJG has no liability under, nor has it ever violated,  any Environmental
Law; (ii) EJG, any property  owned,  operated,  leased,  or used by EJG, and any
facilities  and  operations  thereon,  are  presently  in  compliance  with  all
applicable  Environmental Laws; (iii) EJG has never entered into or been subject
to any judgment,  consent decree, compliance order, or administrative order with
respect to any environmental or health and safety matter or received any request
for information,  notice,  demand letter,  administrative  inquiry, or formal or
informal  complaint  or claim with  respect to any  environmental  or health and
safety matter or the enforcement of any Environmental  Law; and (iv) neither EJG
nor the Shareholders  have any knowledge or reason to know that any of the items
enumerated  in the  immediately  preceding  clause  of  this  paragraph  will be
forthcoming.

(c) EJG has  provided  to  QuickCREDIT  copies of all  documents,  records,  and
information available to EJG or the Shareholders concerning any environmental or
health and safety matter  relevant to EJG,  whether  generated by EJG or others,
including,   without  limitation,   environmental  audits,   environmental  risk
assessments,  site  assessments,  documentation  regarding  off-site disposal of
Hazardous Materials, spill control plans, and reports, correspondence,  permits,
licenses, approvals, consents, and other authorizations related to environmental
or health and safety matters issued by any governmental agency.

(d) For purposes of this Agreement,  "Hazardous Material" shall mean and include
any hazardous waste, hazardous material, hazardous substance, petroleum product,
oil, toxic substance, pollutant,  contaminant, or other substance which may pose
a threat  to the  environment  or to human  health  or  safety,  as  defined  or
regulated under any Environmental Law;  "Hazardous Waste" shall mean and include
any  hazardous  waste as  defined  or  regulated  under any  Environmental  Law;
"Environmental  Law" shall mean any  environmental or health and  safety-related
Legal Requirement existing at any time prior to the Closing Date.

2.25  Officers,  Directors  and Key  Employees.  Schedule  2.25  annexed  hereto
describes  with  respect  to EJG the name and  total  annual  compensation  (and
benefit  costs) of each officer and director of EJG and of each other  employee,
consultant,  agent or other  representative  of EJG whose current annual rate of
compensation  exceeds  $15,000.  EJG has not made a  commitment  or agreement to
increase the  compensation or to modify the conditions or terms of employment of
any  such  person.  None  of  such  persons  has  communicated  to EJG or to the
Shareholders  that such person  intends to resign or  otherwise  terminate  such
person's relationship with EJG.

2.26 Restrictive  Documents.  Neither EJG nor any of the Shareholders is subject
to, or a party to, any charter,  bylaw, Permit,  Contract,  Legal Requirement or
any  other  restriction  of any  kind,  which  adversely  affects  the  business
practices,  operations or condition of EJG or any of its assets or property,  or
which  would  prevent  consummation  of the  transactions  contemplated  by this
Agreement,  compliance by EJG or the Shareholders with the terms, conditions and
provisions  hereof, or the continued  operation of EJG's business after the date
hereof  or the  Closing  Date on  substantially  the same  basis  as  heretofore
operated or which would  restrict  the ability of EJG to acquire any property or
conduct business in any area.

2.27  Licenses.  Except  as set  forth  on  Schedule  2.27,  EJG  possesses  all
concessions,  permits, licenses,  orders, and other governmental  authorizations
and approvals  ("Permits") required to permit EJG to carry on its business as it
is presently  being  conducted.  All such Permits are described on Schedule 2.27
annexed hereto,  are in the name of EJG and are in full force and effect, and no
modification,  termination,  suspension  or  cancellation  of  any  of  them  is
threatened.  Except as  described  in Schedule  2.27  annexed  hereto,  all such
Permits permit the consummation of the transactions  contemplated hereby without
modification thereof and without the consent of the issuing authority.

2.28 Transactions with Affiliated Parties.  Except as described on Schedule 2.28
annexed hereto,  no Associate or Affiliate of EJG or any of the Shareholders (a)
has any ownership interest, directly or indirectly, in any competitor,  supplier
or customer of EJG,  (b) has any  outstanding  loan to or  receivable  in either
event to or from EJG or (c) is a party to or has any interest in any contract or
agreement with EJG.

2.29 Bank Accounts and Powers of Attorney. Schedule 2.29 annexed hereto contains
an accurate and  complete  list showing (a) the name and address of each bank in
which EJG has an account or safe  deposit box, the number of any such account or
any such box and the names of all persons  authorized to draw thereon or to have
access  thereto  and (b) the names of all  persons,  if any,  holding  powers of
attorney from EJG and a summary statement of the terms thereof.

2.30  Warranties.  Schedule 2.30 annexed hereto contains (a) a true and complete
description of all  warranties  granted or made with respect to services sold by
EJG during the three years prior to the date hereof; and (b) a true and complete
description  of EJG's warranty  experience for the same period.  Neither EJG nor
the  Shareholders  have any reason to believe that warranty claims for EJG will,
in the foreseeable future, exceed historical levels to any material extent.

2.31 Assets  Complete.  Upon the  Effective  Time of the Merger,  the  Surviving
Corporation  will own all of the assets and possess all of the rights  necessary
for it to conduct the business of EJG in a manner  consistent with the manner in
which EJG has conducted its business on and  immediately  prior to the Effective
Date.

2.32 No Changes  Prior to Closing  Date.  Except as set forth on Schedule  2.32,
during the period from the Balance Sheet Date to and including the Closing Date,
except  as  expressly   contemplated  hereby  or  consented  to  in  writing  by
QuickCREDIT in accordance with Section 4.2 hereof,  EJG will not have, except in
the ordinary course of business, (a) incurred any liability or obligation of any
nature (whether accrued, absolute, contingent or otherwise),(b) permitted any of
its  assets  to be  subjected  to any  Encumbrance,  (c)  sold,  transferred  or
otherwise  disposed of any of its assets,  (d) made any capital  expenditure  or
commitment therefor,  (e) declared or paid any dividend or made any distribution
on any shares of its capital stock, or redeemed, purchased or otherwise acquired
any shares of its capital  stock or granted or canceled  any option,  warrant or
other right to purchase or acquire any such shares, (f) made any bonus or profit
sharing  distribution  or  similar  payment  of  any  kind,  (g)  increased  its
indebtedness  for borrowed money, or made any loan to any Person,  (h) except in
the ordinary course of business,  consistent with past practices of EJG, made or
permitted any amendment or termination of any contract,  agreement or license to
which  EJG is a party or by which it or any of its  assets  and  properties  are
subject or bound,  (i) entered into any  agreement or  arrangement  granting any
preferential  rights to purchase any of EJG's assets or  properties or requiring
the consent of any party to the transfer and  assignment  of any of EJG's assets
or  properties,   (j)  written  off  as  uncollectible  any  notes  or  accounts
receivable,  except  write-offs  in the ordinary  course of business  charged to
applicable reserves,  none of which individually or in the aggregate is material
to EJG,  (k) granted any  increase  in the rate of wages,  salaries,  bonuses or
other remuneration of any executive  employee or other employees,  except in the
ordinary  course of  business,  (l)  canceled  or waived any claims or rights of
substantial  value,  (m) made any change in any method of accounting or auditing
practice,  (n) otherwise conducted its business or entered into any transaction,
except  in the usual  and  ordinary  manner  and in the  ordinary  course of its
business, or (o) agreed, whether or not in writing, to do any of the foregoing.

2.33  Disclosure.   Neither  this  Agreement,  nor  any  Schedule,   Exhibit  or
certificate delivered in accordance with the terms hereof by or on behalf of EJG
or the Shareholders, or by any of EJG's Representatives,  in connection with the
transactions  contemplated hereby, contains or will contain any untrue statement
of a material  fact,  or omits or will omit any  statement  of a  material  fact
necessary  in order to make the  statements  contained  herein  or  therein  not
misleading.  There is no fact known to EJG or the Shareholders  which materially
and  adversely  affects the  business,  prospects  (financial  or  otherwise) or
financial  condition of EJG or its properties or assets,  which has not been set
forth in this Agreement or in the  Schedules,  Exhibits,  certificates  or other
documents  furnished  by or on behalf of EJG or the  Shareholders,  or by any of
EJG's Representatives,  in connection with the transactions contemplated by this
Agreement.

2.34  Broker's  or Finder's  Fees.  No agent,  broker,  person or firm acting on
behalf of the  Shareholders or EJG is, or will be, entitled to any commission or
broker's or finder's  fees from any of the  parties  hereto,  or from any person
controlling,  controlled  by or under  common  control  with any of the  parties
hereto, in connection with any of the transactions contemplated herein.

2.35 Copies of Documents. EJG has caused to be made available for inspection and
copying by  QuickCREDIT  and its  Representatives,  true,  complete  and correct
copies  of all  documents  referred  to in  this  Section  2 or in any  Schedule
furnished by EJG or the Shareholders to Triangle or QuickCREDIT.

2.36  Disclosure  Schedules.  Shareholders  have  prepared,  or will cause to be
prepared,  and have  delivered,  or will  cause to be  delivered,  to  Triangle,
QuickCREDIT  and EAC at Closing,  separate  disclosure  schedules  providing the
information responsive to each disclosure schedule identified in this Section 2.
Notwithstanding  the  foregoing,  the  inadvertent  failure of  Shareholders  to
disclose on any disclosure schedule any information  responsive to such schedule
shall be deemed provided  thereon when such information is included in any other
disclosure schedule provided incident to this Section 2.



Section 3.        REPRESENTATIONS AND WARRANTIES OF TRIANGLE,
                  QUICKCREDIT AND EAC

         As an  inducement  to EJG and  the  Shareholders  to  enter  into  this
Agreement and to consummate the transactions  contemplated  hereby, and with the
knowledge  that  EJG  and  the  Shareholders   shall  rely  thereon,   Triangle,
QuickCREDIT and EAC, jointly and severally, represent and warrant to EJG and the
Shareholders  the  following  (both  as of the  Closing  Date and as of the date
hereof):

3.1 Due Organization and Qualification. Each of Triangle, QuickCREDIT and EAC is
a corporation duly organized and validly existing under the laws of the State of
Florida, has made all filings as required under the FBCA and has paid all filing
fees due and payable thereunder.  Each of Triangle,  QuickCREDIT and EAC has all
necessary  corporate  power and  lawful  authority  to  conduct  its  respective
business in the manner in which such business is currently  being  conducted and
to own or lease  and use its  respective  assets  in the  manner in which it now
owns, leases or uses its assets.

3.2 Charter and By-Laws.  Schedule 3.2 annexed hereto contains true, correct and
complete  copies  of (a) the  articles  of  incorporation  of each of  Triangle,
QuickCREDIT  and  EAC,  including  all  amendments  thereto  (certified  by  the
Secretary  of State of the  State of  Florida),  and (b) the  bylaws  of each of
Triangle,  QuickCREDIT and EAC,  including all amendments  thereto (certified by
the respective secretary or other executive officer of Triangle, QuickCREDIT and
EAC).

3.3       Authority; Binding Nature of Agreement.

(a) The execution, delivery and performance by Triangle,  QuickCREDIT and EAC of
the Acquiror's Documents has been duly authorized by all necessary action on the
part of Triangle,  QuickCREDIT and EAC and their respective boards of directors.
Each of the  Acquiror's  Documents  constitutes  the  legal,  valid and  binding
obligation of Triangle,  QuickCREDIT and EAC respectively,  enforceable  against
such entity in accordance with its respective terms.

(b) No  consent,  authorization  or  approval  of,  or  declaration,  filing  or
registration  with,  any  Governmental  Body, or any consent,  authorization  or
approval  of any  other  Person,  is  necessary  in  order to  enable  Triangle,
QuickCREDIT or EAC to enter into and perform their respective  obligations under
the  Acquiror's  Documents,  and  neither  the  execution  and  delivery  of the
Acquiror's  Documents  nor the  consummation  of the  transactions  contemplated
thereby will:

(i) conflict  with,  require any consent  under,  result in the violation of, or
constitute  a  breach  of  any  provision  of the  articles  or  certificate  of
incorporation or bylaws of Triangle, QuickCREDIT or EAC;

(ii)  conflict  with,  require any Consent  under,  result in the  violation of,
constitute a breach of, or accelerate  the  performance  required on the part of
Triangle,  QuickCREDIT or EAC by the terms of, any evidence of  indebtedness  or
Contract to which Triangle,  QuickCREDIT or EAC is a party, in each case with or
without  notice or lapse of time or both,  including any evidence of Encumbrance
to which any property  either of  Triangle,  QuickCREDIT  or EAC is subject,  or
permit the termination of any such Contract by another Person;

(iii)  result  in the  creation  or  imposition  of  any  Encumbrance  upon,  or
restriction  on the use of, any property or assets of Triangle,  QuickCREDIT  or
EAC under any Contract to which either Triangle, QuickCREDIT or EAC is bound;

(iv) accelerate,  or constitute an event entitling, or which would, on notice or
lapse of time or both,  entitle  the  holder of any  indebtedness  of  Triangle,
QuickCREDIT or EAC to accelerate the maturity of any such indebtedness;

(v) conflict with or result in the breach or violation of any Legal  Requirement
that is binding on Triangle, QuickCREDIT or EAC; or

     (vi)  violate or cause any  revocation  of or  limitation  on any Permit of
Triangle, QuickCREDIT or EAC.

3.4 Legal  Proceedings;  Orders.  Except as set forth in  Schedule  3.4  annexed
hereto, there is no pending Legal Proceeding,  and, to the knowledge of Triangle
or QuickCREDIT,  no Person has threatened to commence any Legal  Proceeding that
challenges, or that may have the effect of preventing,  delaying, making illegal
or  otherwise  interfering  with,  the  Merger or any of the other  transactions
contemplated  by this  Agreement.  To the knowledge of Triangle,  QuickCREDIT or
EAC, except as set forth in Schedule 3.4 annexed hereto,  no event has occurred,
and no claim,  dispute or other condition or circumstance  exists, that will, or
that could  reasonably  be expected to, give rise to or serve as a basis for the
commencement of any such Legal Proceeding.

3.5       SEC Filings; Financial Statements.

(a) QuickCREDIT has delivered to EJG and the Shareholders  accurate and complete
copies (excluding copies of exhibits) of each report, registration statement (on
a form other than Form S-8) and  definitive  proxy  statement  filed by Triangle
with  the SEC  between  January  1,  1997 and the  date of this  Agreement  (the
"Triangle  SEC  Documents").  As of the time it was filed  with the SEC (or,  if
amended or superseded by a filing prior to the date of this  Agreement,  then on
the date of such filing), (i) each of the Triangle SEC Documents complied in all
material respects with the applicable requirements of the Securities Act of 1933
or the  Exchange  Act of 1934 (as the case may be) and (ii) none of the Triangle
SEC Documents  contained  any untrue  statement of a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

(b)  The  consolidated  financial  statements  contained  in  the  Triangle  SEC
Documents  (i) complied as to form in all material  respects  with the published
rules and  regulations  of the SEC  applicable  thereto;  (ii) were  prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods covered, except as may be indicated in the notes to
such financial statements and (in the case of unaudited statements) as permitted
by Form 10-Q of the SEC, and except that unaudited financial  statements may not
contain  footnotes  and are  subject  to normal  and  recurring  year-end  audit
adjustments  (which will not,  individually or in the aggregate,  be material in
magnitude);  and (iii) fairly  present the  consolidated  financial  position of
Triangle as of the  respective  dates  thereof and the  consolidated  results of
operations of Triangle for the periods covered thereby.

3.6  Valid  Issuance.   The  Triangle  Common  Stock  to  be  issued  as  Merger
Consideration  will,  when  issued in  accordance  with the  provisions  of this
Agreement, be validly issued, fully paid and non-assessable.

3.7 Broker's or Finder's Fees. No agent, broker, person or firm acting on behalf
of Triangle,  QuickCREDIT  or EAC is, or will be,  entitled to any commission or
broker's or finder's  fees from any of the  parties  hereto,  or from any person
controlling,  controlled  by or under  common  control  with any of the  parties
hereto, in connection with any of the transactions contemplated herein.


Section 4.        CERTAIN COVENANTS OF EJG AND THE SHAREHOLDERS

4.1 Access and Investigation.  During the period from the date of this Agreement
through the Closing Date (the "Pre-Closing  Period"), EJG shall, and shall cause
its  Representatives  to (a) provide  QuickCREDIT and its  Representatives  with
reasonable  access to EJG's  Representatives,  personnel  and  assets and to all
existing  books,  records,  Tax  Returns,  work papers and other  documents  and
information relating to EJG; and (b) provide QuickCREDIT and its Representatives
with such copies of the existing books,  records,  Tax Returns,  work papers and
other  documents  and  information  relating  to EJG,  and with such  additional
financial,   operating  and  other  data  and  information   regarding  EJG,  as
QuickCREDIT  may reasonably  request.  In the event that this Agreement shall be
terminated in accordance  with Section 8 of this  Agreement,  QuickCREDIT  shall
keep  confidential,  and not use in any manner,  any  information  on  documents
obtained from EJG pursuant to this Section 4.1. QuickCREDIT's  investigation of,
or failure to investigate,  the business and affairs of EJG at any time prior to
the Effective Date shall not for any purpose (i) diminish,  obviate or otherwise
affect the representations  and warranties of EJG and the Shareholders  provided
in Section 2 of this Agreement or Triangle's or QuickCREDIT's right to rely upon
such  representations  and warranties or (ii) be deemed a waiver of or otherwise
affect in any way the rights of Triangle or  QuickCREDIT  set forth in Section 9
of this Agreement.

4.2  Operation of the Business of EJG.  During the  Pre-Closing  Period,  unless
Triangle and QuickCREDIT otherwise consent in writing:

(a) EJG shall conduct its business and operations in the ordinary  course and in
substantially  the  same  manner  as such  business  and  operations  have  been
conducted prior to the date of this Agreement;

(b) EJG shall use  reasonable  efforts to preserve  intact its current  business
organizations, keep available the services of its current officers and employees
and  maintain  its  relations  and  goodwill  with  all  suppliers,   customers,
landlords,  creditors, employees and other Persons having business relationships
with EJG;

     (c)  EJG  shall  keep in full  force  and  effect  all  insurance  policies
identified in Schedule 2.23 annexed hereto;

(d) EJG shall not  declare,  accrue,  set aside or pay any  dividend or make any
other  distribution  in respect of any  shares of capital  stock,  and shall not
repurchase,  redeem or otherwise  reacquire any shares of capital stock or other
securities;

(e) EJG shall not sell, issue or authorize the issuance of (i) any capital stock
or other  security,  (ii) any  option,  call,  warrant or right to  acquire,  or
relating  to,  any  capital  stock or other  security,  or (iii) any  instrument
convertible into or exchangeable for any capital stock or other security;

(f) neither EJG nor any of the  Shareholders  shall amend or permit the adoption
of any amendment to EJG articles of incorporation or bylaws, or effect or permit
EJG  to  become  a  party  to  any  Acquisition  Transaction,  recapitalization,
reclassification  of  shares,  stock  split,  reverse  stock  split  or  similar
transaction;

     (g) EJG shall not form any  subsidiary  or acquire  any equity  interest or
other interest in any other Entity;

(h) EJG shall not make any capital expenditure,  except for capital expenditures
that, when added to all other capital  expenditures made on behalf of EJG during
the Pre-Closing Period, do not exceed $1,000 in the aggregate;

(i) EJG shall not (i) enter into or become bound by, or permit any of the assets
owned or used by it to become bound by, any material Contract,  or (ii) amend or
prematurely terminate, or waive any material right or remedy under, any material
Contract except as contemplated in Section 5.9 of this Agreement;

(j) EJG shall not, other than in the ordinary course of business consistent with
past  practice (i)  acquire,  lease or license any right or other asset from any
other Person, (ii) sell or otherwise dispose of, or lease or license,  any right
or other  asset to any other  Person,  or (iii) waive or  relinquish  any right,
except for immaterial assets acquired, leased, licensed or disposed of by EJG;

(k) EJG shall not (i) lend money to any Person,  or (ii) incur or guarantee  any
indebtedness, except that EJG may make routine borrowings in the ordinary course
of business under its respective existing lines of credit;

(l) EJG shall not (i) establish,  adopt or amend any Plan, (ii) pay any bonus or
make any  profit-sharing  or similar  payment to, or increase  the amount of the
wages,   salary,   commissions,   fringe  benefits  or  other   compensation  or
remuneration payable to, any of its directors,  officers or employees,  or (iii)
hire any new employee whose aggregate annual  compensation is expected to exceed
$15,000;

     (m) EJG shall not change any of its  methods of  accounting  or  accounting
practices in any respect;

(n)               EJG shall not make any Tax election;

     (o) EJG shall not commence or settle,  whether or not commenced by EJG, any
Legal Proceeding;

(p) EJG shall not enter into any material transaction or take any other material
action  outside the ordinary  course of business or  inconsistent  with its past
practices; and

(q) EJG  shall  not agree or  commit  to take any of the  actions  described  in
clauses "(d)" through "(p)" of this Section 4.2.

4.3       Notification; Updates to Schedules.

(a) During the  Pre-Closing  Period,  EJG and the  Shareholders  shall  promptly
notify QuickCREDIT in writing of:

(i) the discovery by EJG or the  Shareholders of any event,  condition,  fact or
circumstance  that occurred or existed on or prior to the date of this Agreement
and that caused or constitutes an inaccuracy in or breach of any  representation
or warranty made by EJG or any of the Shareholders in this Agreement;

(ii) any event,  condition,  fact or circumstance that occurs,  arises or exists
after  the  date of this  Agreement  and  that  would  cause  or  constitute  an
inaccuracy in or breach of any  representation or warranty made by EJG or any of
the  Shareholders in this Agreement if (A) such  representation  or warranty had
been  made as of the time of the  occurrence,  existence  or  discovery  of such
event, condition,  fact or circumstance,  or (B) such event, condition,  fact or
circumstance  had  occurred,  arisen or  existed on or prior to the date of this
Agreement;

     (iii)  any  breach  of  any  covenant  or  obligation  of EJG or any of the
Shareholders; and

(iv) any  event,  condition,  fact or  circumstance  that  would make the timely
satisfaction  of any of the  conditions  set forth in  Section 6 or Section 7 of
this Agreement impossible or unlikely.

(b) If any  event,  condition,  fact  or  circumstance  that is  required  to be
disclosed  pursuant to Section 4.3(a) of this  Agreement  requires any change in
any  Schedule  to this  Agreement,  or if any  such  event,  condition,  fact or
circumstance would require such a change assuming such Schedule were dated as of
the date of the  occurrence,  existence or  discovery of such event,  condition,
fact or  circumstance,  then EJG or the  Shareholders  shall promptly deliver to
QuickCREDIT an update to such Schedule  specifying  such change.  No such update
shall be deemed to  supplement  or amend any  Schedule  for the  purpose  of (i)
determining  the accuracy of any of the  representations  and warranties made by
EJG or any of the Shareholders in this Agreement,  or (ii)  determining  whether
any of the  conditions  set  forth  in  Section  6 of this  Agreement  has  been
satisfied.

4.4  Pooling of  Interests.  From the date of this  Agreement  up to the Closing
Date,  neither EJG nor any Shareholder shall take any action which would have an
adverse  effect on the  ability  of  Triangle  to  account  for the  Merger as a
"pooling of interests."

4.5 No Negotiation.  During the Pre-Closing Period, neither EJG nor
any of the Shareholders shall, directly or indirectly:

(a) solicit or encourage the  initiation of any inquiry,  proposal or offer from
any  Person  (other  than  QuickCREDIT)   relating  to  a  possible  Acquisition
Transaction;

(b)  participate in any  discussions or negotiations or enter into any agreement
with,  or  provide  any  non-public  information  to,  any  Person  (other  than
QuickCREDIT)   relating  to  or  in  connection  with  a  possible   Acquisition
Transaction; or

(c)  consider,  entertain or accept any proposal or offer from any Person (other
than QuickCREDIT) relating to a possible Acquisition Transaction.

EJG shall promptly  notify  QuickCREDIT  in writing of any inquiry,  proposal or
offer relating to a possible Acquisition  Transaction that is received by EJG or
any of the Shareholders during the Pre-Closing Period.


Section 5.        ADDITIONAL COVENANTS OF THE PARTIES

5.1 Filings and Consents. As promptly as practicable after the execution of this
Agreement,  each party to this Agreement (a) shall make all filings (if any) and
give  all  notices  (if any)  required  to be made  and  given by such  party in
connection  with the  Merger  and the other  transactions  contemplated  by this
Agreement,  and (b) shall use his,  its or their  best  efforts  to obtain  each
Consent (if any)  required  to be obtained  (pursuant  to any  applicable  Legal
Requirement  or Contract,  or otherwise)  by such party in  connection  with the
Merger or any of the other  transactions  contemplated  by this  Agreement.  EJG
shall promptly deliver to QuickCREDIT a copy of each such filing made, each such
notice  given and each such  Consent  obtained  by EJG  during  the  Pre-Closing
Period.  QuickCREDIT  shall  promptly  deliver to EJG a copy of each such filing
made,  each such notice  given and each such  consent  obtained  by  QuickCREDIT
during the Pre-Closing Period.

5.2 Public Announcements. During the Pre-Closing Period, (a) neither EJG nor any
of the Shareholders  shall (and EJG shall not permit any of its  Representatives
to) make any  public  statement  regarding  this  Agreement  or the  Merger,  or
regarding any of the other transactions contemplated by this Agreement,  without
QuickCREDIT's  prior written  consent,  and (b) QuickCREDIT  will use reasonable
efforts to consult  with EJG prior to  issuing  any press  release or making any
public statement regarding the Merger.

5.3 Best Efforts.  During the Pre-Closing  Period,  (a) EJG and the Shareholders
shall use their  reasonable  best efforts to cause the  conditions  set forth in
Section  6 of  this  Agreement  to be  satisfied  on a  timely  basis,  and  (b)
QuickCREDIT  shall use its  reasonable  best efforts to cause the conditions set
forth in Section 7 of this Agreement to be satisfied on a timely basis.

5.4  Employment  Agreement.  At the Closing,  Keith Giordano shall enter into an
employment  agreement with the Surviving  Corporation  having  substantially the
form as set forth in Exhibit D attached hereto (the "Employment Agreement").

5.5 Restrictive Covenants Agreement.  At the Closing, Keith Giordano shall enter
into a restrictive  covenants  agreement with the Surviving  Corporation  having
substantially  the  form  as  set  forth  in  Exhibit  E  attached  hereto  (the
"Restrictive Covenants Agreement").

5.6 Share Subscription Agreement. At the Closing, each of the Shareholders shall
execute and deliver to Triangle a Share  Subscription  Agreement  in the form of
Exhibit F (the "Subscription Agreement").

5.7 Termination of Employee Plans. At the Closing, EJG shall terminate all Plans
identified on Schedule 2.22 under which any of its employees or former employees
may have any rights, and shall ensure that no employee or former employee of EJG
has any rights thereunder and that any liabilities of EJG thereunder  (including
any such  liabilities  relating to services  performed prior to the Closing) are
fully extinguished at no cost to EJG.

5.8 Assumption of Notes Payable. The Shareholders, at the Closing, shall, and do
hereby,  assume full  liability  for the repayment of all notes payable to banks
and other lenders  entered into by EJG on or prior to the Closing Date and shall
take such steps and shall  provide such further  assurances  as are necessary to
obtain the release of any and all assets of FCB from all liens and  encumbrances
securing said notes payable.  Further,  the Shareholder  shall indemnify FAC, to
the full extent  contemplated by Section 9.2 of this Agreement,  with respect to
any  default  under,  or breach  of,  the terms of said  notes  payable  and any
collateral documents.



Section 6.    CONDITIONS PRECEDENT TO OBLIGATIONS OF TRIANGLE AND QUICKCREDIT

         The  obligations  of Triangle and  QuickCREDIT to effect the Merger and
otherwise consummate the transactions contemplated by this Agreement are subject
to the  satisfaction,  at or  prior  to the  Closing,  of each of the  following
conditions:

6.1 Accuracy of Representations. Each of the representations and warranties made
by EJG  and  the  Shareholders  in  this  Agreement  and in  each  of the  other
agreements  and  instruments  delivered to  QuickCREDIT  in connection  with the
transactions  contemplated  by this  Agreement  shall have been  accurate in all
material respects as of the date of this Agreement, and shall be accurate in all
material respects as of the Closing Date as if made at the Closing Date (without
giving effect to any update to any Schedule to this Agreement).

6.2 Performance of Covenants. Each covenant or obligation that EJG or any of the
Shareholders is required to comply with or to perform at or prior to the Closing
shall have been complied with and performed in all material respects.

6.3 Consents. All Consents required to be obtained by EJG or the Shareholders in
connection  with the  Merger  and the other  transactions  contemplated  by this
Agreement shall have been obtained and shall be in full force and effect.

6.4  Agreements  and  Documents.  QuickCREDIT  shall have received the following
agreements and documents, each of which shall be in full force and effect:

     (a) the  Employment  Agreement  between  Keith  Giordano and the  Surviving
Corporation;

     (b) the  Restrictive  Covenants  Agreement  between Keith  Giordano and the
Surviving Corporation;

     (c) a Share Subscription Agreement, executed by each of the Shareholders;

(d) an Affiliate Agreement, executed by each of the Shareholders and each Person
who would  reasonably be considered an Affiliate of EJG under the Securities Act
of 1933;

     (e) a legal opinion of Glenn Allen, Esquire,  dated as of the Closing Date,
in the form of Exhibit G;

(f) a certificate  executed by EJG and the Shareholders stating that each of the
representations  and  warranties  set forth in  Section 2 of this  Agreement  is
accurate  in all  material  respects  as of the  Closing  Date as if made on the
Closing Date and that the  conditions  set forth in Sections  6.1, 6.2, 6.3, 6.4
and 6.5 of this Agreement  have been duly satisfied (the "EJG and  Shareholders'
Closing Certificate"); and

(g) such  other  certified  resolutions,  documents  or  certificates  as may be
reasonably requested by QuickCREDIT prior to the Closing Date.

6.5 No Material Adverse Change. There shall have been no material adverse change
in  EJG  business,   condition,  assets,  liabilities,   operations,   financial
performance or prospects since the date of this Agreement.

6.6  Termination of Employee  Plans.  EJG shall have provided  QuickCREDIT  with
evidence,  satisfactory  to  QuickCREDIT,  as to the  termination  of the  Plans
referred to in Section 2.22 of this Agreement.

6.7 Pooling  Letter.  Triangle  shall have  received  evidence  satisfactory  to
Triangle or a letter  from Mazars & Guerard,  certified  public  accountants  to
Triangle,  dated the Closing Date,  confirming that Triangle may account for the
Merger as a  "pooling  of  interests"  in  accordance  with  generally  accepted
accounting  principles,  Accounting  Principles  Board  Opinion  No.  16 and all
published rules, regulations and policies of the SEC.

6.8 Rule 506. All applicable  requirements  of Rule 506 under the Securities Act
shall have been satisfied.

6.9 No  Restraints.  No temporary  restraining  order,  preliminary or permanent
injunction or other order  preventing the  consummation of the Merger shall have
been issued by any court of  competent  jurisdiction  and remain in effect,  and
there shall not be any Legal  Requirement  enacted or deemed  applicable  to the
Merger that makes consummation of the Merger illegal.

6.10 No Legal  Proceedings.  No Person  shall have  commenced or  threatened  to
commence any Legal Proceeding  challenging or seeking the recovery of a material
amount of damages in connection  with the Merger or seeking to prohibit or limit
the exercise by EJG of any material  right  pertaining to its ownership of stock
of the Surviving Corporation.

6.11  Completion  of Due  Diligence.  Triangle  shall  have  completed  its  due
diligence  investigation  of EJG and shall have been  satisfied with the results
thereof.

6.12  Certificates  of Merger.  The parties shall have executed a Certificate of
Merger to be filed with the Secretary of State as contemplated in Section 1.3 of
this Agreement.


Section 7.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
                  EJG AND THE SHAREHOLDERS

         The  obligations of EJG and the  Shareholders  to effect the Merger and
otherwise consummate the transactions contemplated by this Agreement are subject
to the satisfaction, at or prior to the Closing, of the following conditions:

7.1 Accuracy of Representations. Each of the representations and warranties made
by  Triangle  and  QuickCREDIT  in  this  Agreement  and in  each  of the  other
agreements and instruments  delivered to EJG in connection with the transactions
contemplated by this Agreement shall have been accurate in all material respects
as of the date of this Agreement, and shall be accurate in all material respects
as of the Closing Date as if made at the Closing Date.

7.2 Performance of Covenants. All of the covenants and obligations that Triangle
and  QuickCREDIT  are  required  to comply with or to perform at or prior to the
Closing shall have been complied with and performed in all material respects.

7.3 Consents. All Consents required to be obtained by Triangle or QuickCREDIT in
connection  with the  Merger  and the other  transactions  contemplated  by this
Agreement shall have been obtained and shall be in full force and effect.

7.4 Agreements and Documents.  EJG and the Shareholders  shall have received the
following  agreements  and  documents,  each of which shall be in full force and
effect:

     (a) a legal  opinion  of  Smith,  Gambrell  &  Russell,  LLP in the form of
Exhibit H;

(b) a certificate  executed by Triangle and QuickCREDIT stating that each of the
representations  and  warranties  set forth in Section 3 of this  Agreement  are
accurate  in all  material  respects  as of the  Closing  Date as if made on the
Closing Date and that the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4
of this Agreement have been duly satisfied (the "Triangle Closing Certificate");
and

(c) such other  certified  resolutions,  documents,  or  certificates  as may be
reasonably requested by EJG prior to the Closing Date.

7.5 No  Restraints.  No temporary  restraining  order,  preliminary or permanent
injunction or other order preventing the consummation of the Merger by EJG shall
have been issued by any court of  competent  jurisdiction  and remain in effect,
and there shall not be any Legal Requirement enacted or deemed applicable to the
Merger that makes consummation of the Merger by EJG illegal.

7.6  Certificates  of Merger.  The parties shall have executed a Certificate  of
Merger to be filed with the Secretary of State as contemplated in Section 1.3 of
this Agreement.


Section 8.        TERMINATION

8.1 Termination Events. This Agreement may be terminated prior to the Closing:

(a)  by  QuickCREDIT  if  QuickCREDIT  reasonably  determines  that  the  timely
satisfaction  of any  condition  set forth in  Section 6 of this  Agreement  has
become impossible (other than as a result of any failure on the part of Triangle
or  QuickCREDIT to comply with or perform any covenant or obligation of Triangle
or QuickCREDIT set forth in this Agreement);

(b) by EJG if EJG  reasonably  determines  that the timely  satisfaction  of any
condition set forth in Section 7 of this Agreement has become  impossible (other
than as a result of any failure on the part of EJG or any of the Shareholders to
comply with or perform any covenant or obligation set forth in this Agreement or
in any other agreement or instrument delivered to QuickCREDIT);

(c) by Triangle or  QuickCREDIT  at or after the  Scheduled  Closing Time if any
condition set forth in Section 6 of this Agreement has not been satisfied by the
Scheduled Closing Time;

(d) by EJG at or after the Scheduled  Closing Time if any condition set forth in
Section 7 of this  Agreement  has not been  satisfied by the  Scheduled  Closing
Time;

(e) by Triangle or  QuickCREDIT  if the Closing has not taken place on or before
May 31,  1998  (other than as a result of any failure on the part of Triangle or
QuickCREDIT  to comply with or perform any covenant or obligation of Triangle or
QuickCREDIT set forth in this Agreement);

(f) by EJG if the  Closing  has not taken place on or before May 31, 1998 (other
than as a result of the failure on the part of EJG or any of the Shareholders to
comply with or perform any of their  respective  covenants  or  obligations  set
forth in this  Agreement or in any other  agreement or  instrument  delivered to
QuickCREDIT); or

(g) by the mutual consent of Triangle, QuickCREDIT and EJG.

8.2 Termination Procedures.  If Triangle or QuickCREDIT wishes to terminate this
Agreement  pursuant to Section 8.1(a),  Section 8.1(c) or Section 8.1(e) of this
Agreement, Triangle or QuickCREDIT shall deliver to EJG a written notice stating
that Triangle or QuickCREDIT  is terminating  this Agreement and setting forth a
brief  description  of the basis on which Triangle or QuickCREDIT is terminating
this  Agreement.  If EJG wishes to terminate this Agreement  pursuant to Section
8.1(b), Section 8.1(d) or Section 8.1(f) of this Agreement, EJG shall deliver to
Triangle or QuickCREDIT a written  notice  stating that EJG is terminating  this
Agreement  and setting  forth a brief  description  of the basis on which EJG is
terminating this Agreement.

8.3 Effect of Termination.  If this Agreement is terminated  pursuant to Section
8.1 of this  Agreement,  all  further  obligations  of the  parties  under  this
Agreement shall terminate; provided, however, that no party shall be relieved of
any  obligation or liability  arising from any prior breach by such party of any
provision of this Agreement.



Section 9.        INDEMNIFICATION, ETC.

9.1 Survival of Representations  and Warranties.  All of the representations and
warranties of EJG, the Shareholders,  Triangle and QuickCREDIT contained in this
Agreement shall survive the Closing for a period of eighteen (18) months.

9.2 Shareholders' Indemnity Agreement. Subject to Section 9.6 of this Agreement,
the  Shareholders,  jointly and  severally,  shall  defend,  indemnify  and hold
harmless  Triangle,   QuickCREDIT  and  the  Surviving  Corporation  (and  their
respective directors,  officers,  employees, agents, affiliates,  successors and
assigns)  from and  against any and all direct or  indirect  requests,  demands,
claims,  payments,  defenses,  obligations,   recoveries,  deficiencies,  fines,
penalties,  interest,  assessments,  actions,  liens,  causes of action,  suits,
proceedings,  judgments, losses, Damages (including without limitation punitive,
exemplary or consequential  damages,  lost income and profits,  interruptions of
business and diminution in the value of the Surviving Corporation), liabilities,
costs,  and expenses of any kind  (including  without  limitation  (i) interest,
penalties and reasonable attorneys' fees and expenses,  (ii) attorneys' fees and
expenses  necessary to enforce their rights to  indemnification  hereunder,  and
(iii)  consultants' fees and other costs of defending or investigating any claim
hereunder),  and  interest on any amount  payable as a result of the  foregoing,
whether accrued,  absolute,  contingent,  known, unknown, or otherwise as of the
Closing  Date or  thereafter  asserted  against,  imposed  upon or  incurred  by
Triangle,  QuickCREDIT,  the Surviving  Corporation  or any of their  respective
directors,  officers,  employees,  agents,  affiliates,  successors  or  assigns
(collectively,  a "Loss of Triangle") by reason of, resulting from,  arising out
of, based upon, awarded or asserted against or otherwise in respect of:

(a) any period or periods of  operation  of EJG ending  prior to the Closing and
which  involve any claims  against  Triangle,  QuickCREDIT,  EJG, the  Surviving
Corporation  or their  respective  properties or assets,  relating to actions or
inactions of EJG or its respective officers, directors, shareholders,  employees
or agents prior to Closing, or the operation of the business of EJG prior to the
Closing unless such liability was disclosed on the EJG Financial  Statements and
adequate reserves were established therefor;

(b) any breach of any representation and warranty contained in this Agreement or
any  misrepresentation  in or  omission  on the part of EJG or the  Shareholders
contained in any  certificate or other document  furnished or to be furnished to
Triangle  or  QuickCREDIT  by EJG or any of the  Shareholders  pursuant  to this
Agreement;

(c) any breach or  nonfulfillment  on the part of EJG or any of the Shareholders
of any covenant contained in this Agreement;

(d) the  failure  of EJG or any of the  Shareholders  to  obtain,  prior  to the
Closing Date,  any consents of  Governmental  Bodies and other Persons as may be
necessary to permit the  consummation  of the Merger and to permit the Surviving
Corporation  to continue to operate the business of EJG in the manner  presently
conducted after the Closing Date;

(e) any  federal,  state,  local or foreign  taxes,  including  any interest and
penalties  thereon,  due from EJG or the Shareholders with respect to any period
prior to the Closing Date,  other than amounts accrued therefor on EJG Financial
Statements.

         The Shareholders'  obligation to indemnify Triangle,  QuickCREDIT,  and
the Surviving  Corporation against any loss of Triangle pursuant to this Section
9.2 shall not exceed,  in the aggregate  amount of all payments made or set-offs
exercised with respect to any claim for indemnity  pursuant to this Section 9.2,
the  total  cash  value  calculated  as of  the  Closing  Date,  of  the  Merger
Consideration set forth in Section 1.8 of this Agreement.

9.3  Indemnity   Agreement  of  QuickCREDIT   and  the  Surviving   Corporation.
QuickCREDIT  and  the  Surviving   Corporation  shall,  jointly  and  severally,
indemnify and hold harmless the Shareholders  (and their  respective  successors
and assigns) from and against any and all direct or indirect requests,  demands,
claims,  payments,  defenses,  obligations,   recoveries,  deficiencies,  fines,
penalties,  interest,  assessments,  actions,  liens,  causes of action,  suits,
proceedings,  judgments, losses, Damages (including without limitation punitive,
exemplary or consequential damages and lost income and profits and interruptions
of business),  liabilities,  costs, and expenses of any kind (including  without
limitation (i) interest,  penalties and reasonable attorneys' fees and expenses,
(ii)  attorneys'  fees  and  expenses  necessary  to  enforce  their  rights  to
indemnification  hereunder,  and  (iii)  consultants'  fees and  other  costs of
defending  or  investigating  any claim  hereunder,  and  interest on any amount
payable as a result of the foregoing)  whether  accrued,  absolute,  contingent,
known,  unknown or  otherwise  as of the  Closing  Date or  thereafter  asserted
against,  imposed  upon or  incurred  by the  Shareholders  or their  respective
representatives  or  assigns,  (a  "Loss of the  Shareholders")  by  reason  of,
resulting  from,  arising  out of,  based upon,  awarded or asserted  against in
respect of or otherwise in respect of:

(a) any period or periods of operation of the  Surviving  Corporation  beginning
after the Closing and which involve any claims against the Shareholders or their
respective  assets  relating  to  actions or  inactions  of  QuickCREDIT  or the
Surviving  Corporation or their respective  officers,  directors,  shareholders,
employees  or agents  after  the  Closing,  or the  operation  of the  Surviving
Corporation  after the Closing  (except to the extent any of the foregoing arise
from the acts or omissions of the Shareholders); and

(b) any breach of any  representation  and  warranty  or  nonfulfillment  of any
covenant or agreement on the part of Triangle or  QuickCREDIT  contained in this
Agreement, or any misrepresentation in or omission from or nonfulfillment of any
covenant on the part of the Triangle or QuickCREDIT contained in any certificate
furnished  or to be  furnished to the  Shareholders  by Triangle or  QuickCREDIT
pursuant to this Agreement.

9.4       Indemnification Procedure.

(a) Upon obtaining knowledge thereof, the party to be indemnified hereunder (the
"Indemnitee")  shall  promptly  notify the  indemnifying  party  hereunder  (the
"Indemnitor")  in writing of any damage,  claim,  loss,  liability or expense or
other matter which the Indemnitee has determined has given or could give rise to
a claim for which  indemnification  rights are granted  hereunder  (such written
notice referred to as the "Notice of Claim"). The Notice of Claim shall specify,
in all  reasonable  detail,  the nature and  estimated  amount of any such claim
giving rise to a right of indemnification, to the extent the same can reasonably
be estimated.  Any failure on the part of an Indemnitee to give timely notice to
the Indemnitor of a claim shall not affect the right of the Indemnitee to obtain
indemnification  from the  Indemnitor  with  respect  to such  claim  unless the
Indemnitor is actually harmed by such failure to notify,  and only to the extent
of such actual harm.

(b) With  respect  to any matter  set forth in a Notice of Claim  relating  to a
third party claim the Indemnitor shall defend, in good faith and at its expense,
any such claim or demand,  and the  Indemnitee,  at its expense,  shall have the
right to  participate  in the defense of any such third party claim.  So long as
Indemnitor  is  defending,  in good  faith,  any such  third  party  claim,  the
Indemnitee shall not settle or compromise such third party claim. The Indemnitee
shall make  available to the Indemnitor or its  representatives  all records and
other  materials  reasonably  required by them for use in  contesting  any third
party claim and shall  cooperate fully with the Indemnitor in the defense of all
such claims.  If the Indemnitor does not defend any such third party claim or if
the  Indemnitor  does not provide  the  Indemnitee  with  prompt and  reasonable
assurances  that  the  Indemnitor  will  satisfy  the  third  party  claim,  the
Indemnitee  may, at its option,  elect to defend any such third party claim,  at
the Indemnitor's  expense,  but subject to the Indemnitor's right to assume such
defense  from the  Indemnitee  at any  time.  An  Indemnitor  may not  settle or
compromise any claim without obtaining a full and  unconditional  release of the
Indemnitee,  unless the  Indemnitee  consents in writing to such  settlement  or
compromise.  Notwithstanding the foregoing, if there is a reasonable probability
that a third  party  claim  for which  Triangle,  QuickCREDIT  or the  Surviving
Corporation has indemnification  rights against the Shareholders hereunder which
will  materially  and adversely  affect  Triangle,  QuickCREDIT or the Surviving
Corporation other than as a result of money damages or other payments, Triangle,
QuickCREDIT or the Surviving Corporation shall be entitled to participate in the
defense of such claim at the Shareholders' expense.

9.5 Pledge of Stock as Security. As security for the payment of any and all sums
in respect of which the  Shareholders  may be liable  pursuant to Section 9.2 of
this  Agreement,  the  Shareholders  agree to pledge  50,000  shares of Triangle
Common Stock to be held in escrow by the law firm of Glenn Allen, Esquire, which
firm shall act as the escrow agent therefor in accordance with the terms of that
certain  Stock  Pledge  and  Escrow  Agreement  (the  "Stock  Pledge  and Escrow
Agreement") attached hereto as Exhibit I.

9.6 Set-off. Triangle,  QuickCREDIT and the Surviving Corporation shall have the
right to set-off and apply  against the shares of Triangle  Common Stock pledged
by the  Shareholders  pursuant to Section 9.5 of this  Agreement  (the number of
shares of  Triangle  Common  Stock to be  determined  based upon the closing bid
price of  Triangle  Common  Stock or the date of such  set-off to be against any
liability of the Shareholders  pursuant to Section 9.2 of this Agreement and any
other amounts owing from Triangle,  QuickCREDIT or the Surviving  Corporation to
the Shareholders under any other agreement between Triangle,  QuickCREDIT or the
Surviving  Corporation  and the  Shareholders,  all sums in respect of which the
Shareholders may be liable pursuant to Section 9.2 of this Agreement, such right
of set-off to be in addition  to and not in lieu of or an  election  against any
and all other  remedies  available to Triangle,  QuickCREDIT  and the  Surviving
Corporation under this Agreement or at law or in equity.


Section 10.         MISCELLANEOUS PROVISIONS

10.1  Further  Assurances.  Each  party  hereto  shall  execute  and cause to be
delivered to each other party hereto such instruments and other  documents,  and
shall take such other actions, as such other party may reasonably request (prior
to, at or after the Closing) for the purpose of carrying out or  evidencing  any
of the transactions contemplated by this Agreement.

10.2 Fees and Expenses.  Subject to Section 9 of this Agreement, all fees, costs
and expenses  (including legal fees and accounting fees) that have been incurred
or that  are  incurred  in the  future  by each  party  in  connection  with the
transactions  contemplated  by this  Agreement,  including  all fees,  costs and
expenses  incurred  by such  party in  connection  with or by  virtue of (a) any
investigation  and review conducted by such party of the other parties' business
(and the  furnishing of information in connection  with such  investigation  and
review),  (b) the negotiation,  preparation and review of this Agreement and all
agreements, certificates, opinions and other instruments and documents delivered
or to be delivered in  connection  with the  transactions  contemplated  by this
Agreement,  (c) the  preparation and submission of any filing or notice required
to be made or given in connection with any of the  transactions  contemplated by
this  Agreement,  and the  obtaining  of any Consent  required to be obtained in
connection with any of such transactions, and (d) the consummation of the Merger
shall be paid by QuickCREDIT, if incurred by Triangle or QuickCREDIT, and by the
Shareholders, if incurred by EJG or the Shareholders.

10.3 Attorneys' Fees. If any action or proceeding  relating to this Agreement or
the  enforcement of any provision of this Agreement is brought against any party
hereto, the prevailing party shall be entitled to recover reasonable  attorneys'
fees,  costs and  disbursements  (in  addition to any other  relief to which the
prevailing party may be entitled).

10.4 Notices. All notices and other  communications  required or permitted to be
delivered  to any party  under this  Agreement  shall be in writing and shall be
deemed to have been  given  only if and when (a)  personally  delivered,  or (b)
three (3) business days after mailing,  postage  prepaid,  by certified mail, or
(c) when delivered (and receipted for) by an overnight delivery service,  or (d)
when  first  sent  by  e-mail,   telecopier  or  other  means  of  instantaneous
communication  provided  such  communication  is promptly  confirmed by personal
delivery,  mail or an overnight delivery service as provided above, addressed in
each case as follows:

                  if to Triangle, QuickCREDIT or the Surviving Corporation:
                         QuickCREDIT Corp.
                         4400 West Sample Road
                         Suite 228
                          Coconut Creek, Florida 33073
                         Attention:  Van Saliba
                            Facsimile: (954) 975-7559

                  with a copy to:

                         Smith, Gambrell & Russell, LLP
                         Promenade II, Suite 3100
                         1230 Peachtree Street, N.E.
                         Atlanta, Georgia 30309-3592
                         Attention: W. Thomas King, Esq.
                         Facsimile:  (404) 685-6972

                  if to EJG :

                         EJG Services, Inc.
                       d/b/a Universal Mortgage Reporting
                          103 Century 21 Dr., Suite 120
                           Jacksonville, Florida 32216
                            Attention: Keith Giordano

                  with a copy to:

                         Glenn Allen, Esquire
                         353 E. Forsyth Street
                           Jacksonville, Florida 32202
                            Facsimile: (904) 353-8814

                  if to the Shareholders:

                         Keith Giordano
                         1302 Woodhill Place
                           Jacksonville, Florida 32256

10.5 Time of the Essence. Time is of the essence of this Agreement.

10.6 Headings.  The bold-faced  Section headings contained in this Agreement are
for  convenience  of  reference  only,  shall not be deemed to be a part of this
Agreement and shall not be referred to in connection  with the  construction  or
interpretation of this Agreement.

10.7 Counterparts.  This Agreement may be executed in several counterparts, each
of which shall  constitute  an original and all of which,  when taken  together,
shall constitute one agreement.

10.8 Governing Law. This  Agreement  shall be construed in accordance  with, and
governed in all respects by, the internal laws of the State of Florida.

10.9  Successors and Assigns.  This Agreement shall be binding upon: EJG and its
successors and assigns (if any); the Shareholders and their respective  personal
representatives,  executors,  administrators,  estates,  heirs,  successors  and
assigns  (if any);  Triangle  and its  successors  and  assigns  (if  any);  and
QuickCREDIT  and its successors and assigns (if any). This Agreement shall inure
to the  benefit  of:  EJG,  the  Shareholders,  Triangle,  QuickCREDIT,  and the
respective  successors,  heirs personal  representatives and assigns (if any) of
the foregoing.  Following the Merger, Triangle and QuickCREDIT may freely assign
any or all of their  respective  rights under this  Agreement  (including  their
indemnification rights under Section 9 of this Agreement),  in whole or in part,
to any other Person without obtaining the consent or approval of any other party
hereto or of any other Person; provided, however, that no assignment by Triangle
or  QuickCREDIT  of any or all of their  respective  rights under this Agreement
shall relieve  Triangle or  QuickCREDIT of any of their  respective  obligations
under this Agreement  (including any indemnification  obligation under Section 9
of this Agreement).

10.10 Remedies Cumulative;  Specific Performance. The rights and remedies of the
parties hereto shall be cumulative  (and not  alternative).  The parties to this
Agreement  agree that,  in the event of any breach or  threatened  breach by any
party to this Agreement of any covenant, obligation or other provision set forth
in this  Agreement  for the benefit of any other party to this  Agreement,  such
other  party  shall be entitled  (in  addition  to any other  remedy that may be
available to it) to (a) a decree or order of specific performance or mandamus to
enforce the  observance and  performance  of such covenant,  obligation or other
provision, and (b) an injunction restraining such breach or threatened breach.

10.11        Waiver.

(a) No failure on the part of any party to exercise any power, right,  privilege
or  remedy  under  this  Agreement,  and no delay  on the  part of any  party in
exercising any power,  right,  privilege or remedy under this  Agreement,  shall
operate as a waiver of such power, right,  privilege or remedy; and no single or
partial  exercise of any such power,  right,  privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege or
remedy.

(b) No party  shall be  deemed to have  waived  any  claim  arising  out of this
Agreement, or any power, right, privilege or remedy under this Agreement, unless
the waiver of such claim,  power,  right,  privilege or remedy is expressly  set
forth in a written  instrument  duly  executed  and  delivered on behalf of such
party;  and any such waiver shall not be applicable or have any effect except in
the specific instance in which it is given.

10.12  Amendments.  This  Agreement  may not be  amended,  modified,  altered or
supplemented  other  than by means of a written  instrument  duly  executed  and
delivered on behalf of all of the parties hereto.

10.13  Severability.  In the event that any provision of this Agreement,  or the
application of any such provision to any Person or set of  circumstances,  shall
be determined to be invalid,  unlawful, void or unenforceable to any extent, the
remainder of this Agreement, and the application of such provision to Persons or
circumstances  other  than  those as to which it is  determined  to be  invalid,
unlawful, void or unenforceable, shall not be impaired or otherwise affected and
shall continue to be valid and  enforceable  to the fullest extent  permitted by
law.

10.14  Parties  in  Interest.  Except  for the  provisions  of Section 9 of this
Agreement,  none of the  provisions of this Agreement is intended to provide any
rights or  remedies  to any  Person  other  than the  parties  hereto  and their
respective successors, heirs, personal representatives and assigns (if any).

10.15 Entire  Agreement.  This  Agreement and the other  agreements  referred to
herein set forth the entire  understanding of the parties hereto relating to the
subject  matter  hereof and  thereof  and  supersede  all prior  agreements  and
understandings, written or oral, among or between any of the parties relating to
the subject matter hereof and thereof.

10.16        Construction.

(a) For purposes of this Agreement,  whenever the context requires: the singular
number shall  include the plural,  and vice versa;  the  masculine  gender shall
include the feminine and neuter  genders;  the feminine gender shall include the
masculine and neuter genders;  and the neuter gender shall include the masculine
and feminine genders.

(b) The parties  hereto agree that any rule of  construction  to the effect that
ambiguities  are to be resolved  against the drafting party shall not be applied
in the construction or interpretation of this Agreement.

(c) As used  in  this  Agreement,  the  words  "include"  and  "including,"  and
variations  thereof,  shall not be deemed to be terms of limitation,  but rather
shall be deemed to be followed by the words "without limitation."

(d)  Except  as  otherwise  indicated,  all  references  in  this  Agreement  to
"Sections,"  "Exhibits"  and  "Schedules"  are  intended  to refer to  Sections,
Exhibits  and  Schedules  to this  Agreement.  All  Schedules  and  Exhibits are
integral  parts of this  Agreement and are  incorporated  into this Agreement by
reference.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.



                        "TRIANGLE"

                          TRIANGLE IMAGING GROUP, INC.



                        ________________________________________________________
                        By: Vito A. Bellezza
                        Title: Chairman of the Board and Chief Executive Officer



                        ________________________________________________________
                        By:  Harold S. Fischer
                        Title:  President


                        "QUICKCREDIT"

                        QUICKCREDIT Corp.



                        ________________________________________________________
                        By:   Van Saliba
                        Title: President


                        "EJG"

                        EJG SERVICES, INC. D/B/A
                          UNIVERSAL MORTGAGE REPORTING


                        ________________________________________________________
                        By:  Keith Giordano
                        Title:  President



                        THE "SHAREHOLDERS"


                        __________________________________________________(SEAL)
                        Keith Giordano


<PAGE>




                                    Exhibit A

                               Shareholders of EJG
                Services, Inc. d/b/a Universal Mortgage Reporting


Shareholder                                     Number and Class of Shares Owned

Keith Giordano                                  6000 shares of EJG Common Stock




<PAGE>


                                    Exhibit B

                   Certain Definitions Used in This Agreement



     For purposes of the Agreement (including this Exhibit B):




     AAA. "AAA" shall mean the American Arbitration Association.

     Acquisition   Transaction.   "Acquisition   Transaction"   shall  mean  any
transaction involving:

     (a) the sale,  license,  disposition  or  acquisition  of all or a material
portion of EJG's business or assets;

         (b) the issuance,  disposition  or acquisition of (i) any capital stock
or other  equity  security  of EJG;  (ii) any  option,  call,  warrant  or right
(whether or not immediately  exercisable) to acquire,  or otherwise relating to,
any  capital  stock or other  equity  security  of EJG;  or (iii) any  security,
instrument or obligation that is or may become  convertible into or exchangeable
for any capital stock or other equity security of EJG; or

         (c) any merger,  consolidation,  business combination,  share exchange,
reorganization or similar transaction involving EJG.

     Affiliate.   "Affiliate"  shall  have  the  meaning  specified  in  Section
2.15(a)(i) of this Agreement.

     Affiliate Agreement. "Affiliate Agreement" shall have the meaning specified
in Section 5.7 of this Agreement.

     Affiliate  Plan.  "Affiliate  Plan"  shall have the  meaning  specified  in
Section 2.22(b) of this Agreement.

     Agreement. "Agreement" shall mean the Agreement and Plan of Merger to which
this Exhibit B is attached (including all Exhibits and Schedules),  as it may be
amended from time to time.

     Associate.   "Associate"  shall  have  the  meaning  specified  in  Section
2.15(a)(i) of this Agreement.

     Balance Sheet Date.  "Balance Sheet Date" shall have the meaning  specified
in Section 2.8(a)(ii) of this Agreement.

     Certificate  of  Merger.  "Certificate  of Merger"  shall have the  meaning
specified in Section 1.3 of this Agreement.

     Closing.  "Closing" shall have the meaning specified in Section 1.3 of this
Agreement.

     Closing Date.  "Closing  Date" shall have the meaning  specified in Section
1.3 of this Agreement.

         Code.  "Code" shall mean the Internal Revenue Code of 1986, as amended.

     EJG Common Stock.  "EJG Common  Stock" shall have the meaning  specified in
the Recitals to this Agreement.

         EJG Documents.  "EJG Documents" shall mean this Agreement and the other
documents and agreements required to be executed and delivered by EJG hereunder.

     EJG Financial Statements. "EJG Financial Statements" shall have the meaning
specified in Section 2.8(a) of this Agreement.

         EJG and  Shareholders'  Closing  Certificate.  "EJG  and  Shareholders'
Closing  Certificate" shall have the meaning specified in Section 6.4(h) of this
Agreement.

     EJG Stock  Certificate.  "EJG Stock  Certificate"  shall  have the  meaning
specified in Section 1.6 of this Agreement.

     Consent.  "Consent"  shall  mean  any  approval,   consent,   ratification,
permission, waiver or authorization (including any Governmental Authorization).

         Contract.  "Contract" shall mean any written,  oral or other agreement,
contract,  subcontract,   lease,  understanding,   instrument,  note,  warranty,
insurance policy,  benefit plan, or legally binding commitment or undertaking of
any nature.

         Damages.  "Damages" shall include any loss, damage,  injury, decline in
value, lost opportunity,  liability, claim, demand, settlement, judgment, award,
fine, penalty,  Tax, fee (including  reasonable  attorneys' fees),  charge, cost
(including costs of investigation) or expense of any nature.

     Effective  Time.  "Effective  Time"  shall have the  meaning  specified  in
Section 1.3 of this Agreement.

     Florida  Certificate.  " Certificate"  shall have the meaning  specified in
Section 1.3 of this Agreement.

     Employment  Agreements.  "Employment  Agreements"  shall  have the  meaning
specified in Section 5.4 of this Agreement.

         Encumbrance.  "Encumbrance" shall mean any lien, pledge, hypothecation,
charge,  mortgage,   security  interest,   encumbrance,   claim,   infringement,
interference,  option,  right  of first  refusal,  preemptive  right,  community
property interest or restriction of any nature (including any restriction on the
voting  of  any  security),   any  restriction  of  any  nature  (including  any
restriction  on the voting of any security,  any  restriction on the transfer of
any  security  or other  asset,  any  restriction  on the  receipt of any income
derived  from  any  asset,  any  restriction  on the  use of any  asset  and any
restriction on the  possession,  exercise or transfer of any other  attribute of
ownership of any asset).

         Entity.  "Entity" shall mean any corporation  (including any non-profit
corporation),   general  partnership,  limited  partnership,  limited  liability
partnership,  joint  venture,  estate,  trust,  company  (including  any limited
liability   company  or  joint  stock  company),   firm  or  other   enterprise,
association, organization or entity.

     Environmental Law.  "Environmental Law" shall have the meaning specified in
Section 2.24(e) of this Agreement.

     ERISA.  "ERISA" shall mean the Employee  Retirement  Income Security Act of
1974, as amend

     ERISA  Affiliate.  "ERISA  Affiliate"  shall have the meaning  specified in
Section 2.22(b) of this Agreement.

         FBCA.  "FBCA" shall mean the Florida Business Corporation Act.

     Fixed Assets.  "Fixed  Assets" shall have the meaning  specified in Section
2.18 of this Agreement.

         Governmental Body.  "Governmental Body" shall mean any court, tribunal,
arbitrator,  authority, agency, commission, official or other instrumentality of
the United States, any foreign country or any domestic or foreign state, county,
city, local or other political subdivision.

     Hazardous Material.  "Hazardous  Material" shall have the meaning specified
in Section 2.24(d) of this Agreement.

     Hazardous  Waste.  "Hazardous  Waste"  shall have the meaning  specified in
Section 2.24(d) of this Agreement.

     Indemnitor. "Indemnitor" shall have the meaning specified in Section 9.4(a)
of this Agreement.

     Indemnitee. "Indemnitee" shall have the meaning specified in Section 9.4(a)
of this Agreement.

     Intellectual  Property.  "Intellectual  Property"  shall  have the  meaning
specified in Section 2.19 of this Agreement.

     Leases.  Leases  shall have the meaning  specified  in Section 2.16 of this
Agreement.

         Legal  Proceeding.  "Legal  Proceeding"  shall mean any  action,  suit,
litigation,    arbitration,   proceeding   (including   any   civil,   criminal,
administrative, investigative or appellate proceeding), hearing, inquiry, audit,
examination  or  investigation  commenced,  brought,  conducted  or  heard by or
before,  or otherwise  involving,  any court or other  Governmental  Body or any
arbitrator or arbitration panel.

         Legal Requirement.  "Legal Requirement" shall mean any federal,  state,
local, municipal, foreign or other law, statute, constitute, principle of common
law, resolution,  ordinance,  code, edict, decree, rule,  regulation,  ruling or
requirement issued, enacted, adopted, promulgated,  implemented or otherwise put
into effect by or under the authority of any Governmental Body.

     Loss of the Shareholders. "Loss of the Shareholders" shall have the meaning
specified in Section 9.3 of this Agreement.

     Loss of Triangle.  "Loss of Triangle"  shall have the meaning  specified in
Section 9.2 of this Agreement.

         Material  Adverse Effect. A violation or other matter will be deemed to
have a  "Material  Adverse  Effect"  on EJG if such  violation  or other  matter
(considered together with all other matters that would constitute  exceptions to
the  representations  and  warranties set forth in the Agreement or in EJG's and
Shareholders'  Closing  Certificate  but for the presence of  "Material  Adverse
Effect" or other materiality qualifications,  or any similar qualifications,  in
such  representations  and warranties)  would have a material  adverse effect on
EJG's  business,   condition,   assets,   liabilities,   operations,   financial
performance or prospects.

     Merger.  "Merger" shall have the meaning  specified in the Recitals to this
Agreement.

     Merger  Consideration.   "Merger  Consideration"  shall  have  the  meaning
specified in Section 1.8 of this Agreement.

     Notice of Claim.  "Notice of Claim"  shall have the  meaning  specified  in
Section 9.4(a) of this Agreement.

     Person. "Person" shall mean any individual, Entity or Governmental Body.

     Permit.  "Permit" shall have the meaning  specified in Section 2.27 of this
Agreement.

     Permitted  Liens.  "Permitted  Liens"  shall have the meaning  specified in
Section 2.13 of this Agreement.

     Plan.  "Plan" shall have the meaning  specified in Section  2.22(a) of this
Agreement.

     Pre-Closing Period.  "Pre-Closing  Period" shall have the meaning specified
in Section 4.1 of this Agreement.

     Release.  "Release" shall have the meaning specified in Section 5.5 of this
Agreement.

     Representatives.   "Representatives"   shall  mean   officers,   directors,
employees, agents, attorneys, accounts, advisors and representatives.

     Restrictive  Covenants Agreement.  "Restrictive  Covenants Agreement" shall
have the meaning specified in Section 6.4(b) of this Agreement.

     Scheduled  Closing  Time.  "Scheduled  Closing Time" shall have the meaning
specified in Section 1.3 of this Agreement.

     SEC. "SEC" shall mean the United States Securities and Exchange Commission.

     Secretary of State.  "Secretary of State" shall have the meaning  specified
in Section 1.3 of this Agreement.

     Securities Act. "Securities Act" shall mean the Securities Act of 1933.

     Share Subscription Agreement. "Share Subscription Agreement" shall have the
meaning specified in Section 5.6 of this Agreement.

     Shareholder  Documents.  "Shareholder  Documents" shall mean this Agreement
and the other documents and agreements  required to be executed and delivered by
the Shareholders hereunder.

     Surviving  Corporation.  "Surviving  Corporation"  shall  have the  meaning
specified in Section 1.1 of the Agreement.

         Tax. "Tax" shall mean any tax (including any income tax, franchise tax,
capital gains tax, gross receipts tax,  value-added tax, surtax,  excise tax, ad
valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business
tax, withholding tax or payroll tax), levy, assessment,  tariff, duty (including
any  customs  duty),  deficiency  or  fee,  and any  related  charge  or  amount
(including any fine, penalty or interest),  imposed, assessed or collected by or
under the authority of any Governmental Body.

         Tax  Return.   "Tax  Return"  shall  mean  any  return  (including  any
information return), report, statement, declaration, estimate, schedule, notice,
notification, form, election, certificate or other document or information filed
with or  submitted  to,  or  required  to be filed  with or  submitted  to,  any
Governmental Body in connection with the determination,  assessment,  collection
or payment of any Tax or in connection with the  administration,  implementation
or enforcement of or compliance with any Legal Requirement relating to any Tax.

     Triangle  Common  Stock.  "Triangle  Common  Stock"  shall have the meaning
specified in Section 1.7(b) of this Agreement.

     Triangle Closing Certificate. "Triangle Closing Certificate" shall have the
meaning specified in Section 7.4(b) of this Agreement.

     Triangle Documents.  "Triangle Documents" shall mean this Agreement and the
other documents and agreements required to be executed and delivered by Triangle
or EAC hereunder.

     Triangle SEC  Documents.  "Triangle SEC  Documents"  shall have the meaning
specified in Section 3.5(a) of this Agreement.

     Unaudited  Balance  Sheet.  Unaudited  Balance Sheet shall have the meaning
specified in Section 2.8(a)(ii) of this Agreement.




<PAGE>




                                    Exhibit C

                            Directors and Officers of
                   the Surviving Corporation After the Merger

1.       Directors

                  Vito A. Bellezza



2.       Officers

                  President: Keith Giordano
                  Secretary: Harold S. Fischer




<PAGE>




                                    Exhibit D

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT  AGREEMENT (this  "Agreement") is made and entered into
as of the _____ day of May,  1998,  by and  between  EJG  ACQUISITION  CORP.,  a
Florida corporation (the "Company"),  and KEITH GIORDANO, an individual resident
of the State of Florida ("Employee").


                              W I T N E S S E T H:

         WHEREAS, the Company and Employee are parties to that certain Agreement
and Plan of Merger and Reorganization,  dated as of May _____, 1998 (the "Merger
Agreement"), which contemplates the execution of this Agreement; and

         WHEREAS,  the Company desires to retain Employee,  and Employee desires
to be retained by the Company,  all in accordance  with the terms and conditions
of the Merger Agreement and as hereinafter set forth;

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  premises,
covenants  and   agreements  set  forth  herein  and  other  good  and  valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of which  are  hereby
acknowledged, the parties hereto covenant and agree as follows:

1.                Employment and Duties.

(a) Subject to the terms and conditions set forth in this Agreement, the Company
shall employ  Employee,  and Employee  shall serve the Company as its President.
Employee  shall  report to, and be subject to the  supervisory  authority of the
chief  executive  officer (the "CEO") of the Company or such other person as the
CEO may designate.

(b) At all times during the term hereof,  Employee shall, for the benefit of the
Company,  use his  skills,  knowledge  and  specialized  training to perform the
duties and  exercise  the  powers,  functions  and  discretions  incident to his
position as office manager  (including  preserving the Company's current base of
clients)  or which  from  time to time,  consistent  with such  position  may be
assigned  to or vested in him by the CEO or board of  directors  of the  Company
(the  "Board"),  in an  efficient  and  competent  manner  and on such terms and
subject  to such  restrictions  as the CEO or the  Board  may from  time to time
reasonably impose.

(c) At all times during the term hereof,  Employee  shall during normal  working
hours, devote such time and attention as are reasonably  necessary to his duties
hereunder  (reasonable  vacation  time  and  absence  for  sickness  or  similar
disability excepted).

2. Term.  The term of this  Agreement  shall  begin as of the date  hereof  (the
"Effective  Date") and shall end on the second  anniversary  date  following the
Effective  Date  unless  terminated  earlier  as  provided  in  this  Agreement.
Following  expiration of the initial term,  this  Agreement  shall continue on a
month-to-month  basis,  terminable  by either  party with or without  cause upon
thirty (30) days written notice to the other party.

3.                Compensation.

(a) Subject to the terms of this Agreement,  as base compensation for Employee's
services,  the Company  shall pay Employee an annual salary of $60,000 per year.
Employee's base salary shall be payable to Employee on the regularly reoccurring
pay period  established by the Company,  but not less than monthly.  Said salary
may  be  increased,   in  the  Company's   discretion,   based  upon  Employee's
performance, industry standards and other factors the Company deems relevant. In
addition to Employee's base compensation, the Company shall pay Employee a bonus
in the amount of and upon the  satisfaction  of the criteria set forth on and in
accordance with Exhibit "A" attached  hereto for each calendar  quarter in which
Employee is employed with the Company. Employee's base salary and bonus shall be
subject to all required withholdings.

(b) In addition to the salary described in subsection 3(a) above, Employee shall
be entitled to  reimbursement  by the  Company  for all actual,  reasonable  and
direct  expenses  incurred by him in the  performance  of his duties  hereunder,
provided  such  expenses  (i)  are  business  expenses  that  are  properly  tax
deductible for the Company (ii) were  pre-approved by an appropriate  officer of
the Company and (iii) were  otherwise  incurred in accordance  with the policies
and  procedures  established  by the Company from time to time.  Employee  shall
provide the Company with written  documentation  of any expenses  submitted  for
reimbursement as required by Company policy,  and reimbursement for each item of
approved expense shall be made within a reasonable time.

4.                Employment Benefits.

(a)  Employee  shall  have the  right to  participate  in the  employee  benefit
programs set forth on Exhibit "B" attached hereto,  in accordance with the terms
and conditions of such employee benefit program. The Company reserves the right,
in its sole  discretion,  to alter,  amend or  discontinue  any of such employee
benefit programs at any time.

(b)  Employee  acknowledges  that the  Company  may  adopt  employee  handbooks,
policies and procedures  from time to time and Employee  agrees to adhere to the
terms of any  handbook,  policy or procedures  which the Company may adopt.  The
Company reserves the right, in its sole discretion, to alter, amend or terminate
any handbook, policy or procedure.

5.                Termination of Employment.

(a) If the Company terminates  Employee's  employment With Cause (as hereinafter
defined),  all obligations of Company to provide compensation and benefits under
this Agreement  shall cease as of the effective date of, and Employee shall have
no claim  against  the  Company  for  damages or  otherwise  by reason of,  such
termination.

(b) If  during  the  initial  two-year  term  of  this  Agreement,  the  Company
terminates Employee's  employment Without Cause (as hereinafter  defined),  then
Employee will be entitled to continue to receive  Employee's salary and bonus on
the regularly  reoccurring pay period of the Company until the end of the second
anniversary  of  the  Effective  Date   ("Post-Termination   Compensation")   as
liquidated damages and in lieu of any other compensation or claims in connection
with such  termination  or  Employee's  employment  with the Company;  provided,
however,  that the Company may, in its sole discretion,  elect to pay Employee's
Post-Termination Compensation in one payment. Provided, further, that Employee's
Post-Termination  Compensation  shall cease to accrue and Employee shall have no
further  entitlement  to the same from and after the  earlier of the  Employee's
death,   or  the  date  of  a  material   breach  by  Employee  of  any  of  the
post-employment  covenants  set  forth  in  this  Agreement  or of  any  of  the
representations,  warranties  and covenants of Employee  contained in the Merger
Agreement which breach results in any harm,  cost or expense,  whether direct or
indirect,  to the Company. The Company may condition payment of Post-Termination
Compensation,  whether such payments are made in  accordance  with the Company's
regularly  reoccurring  pay  schedule  or are  paid in a  single  payment,  upon
Employee's execution of an unconditional release in favor of the Company.

(c) "With Cause" means the termination of employment resulting from:

(i) any act or  omission  which  (a)  constitutes  a breach by  Employee  of his
obligations under Section 7 of this Agreement or (b) a breach by the Employee of
the  Shareholder's  representations,  warranties and covenants  under the Merger
Agreement or which results in any material harm, cost or expense, whether direct
or indirect, to the Company;

(ii) the conviction of Employee in a court of competent jurisdiction of a felony
or any crime involving moral turpitude, fraud or dishonesty;

(iii)  the  perpetration  by  Employee  of any  act of  material  misconduct  or
dishonesty  whether  relating  to  the  Company,   the  Company's  employees  or
otherwise,  including,  without limitation,  entering into any secret agreement,
orally or in writing,  with a competitor  of the Company or with a client of the
Company;

(iv) the use of illegal drugs by the Employee, or drunkenness or substance abuse
by the Employee which interferes with the performance of his duties hereunder;

     (v) gross  incompetence  on the part of Employee in the  performance of his
duties hereunder;

(vi)  Employee's  failure,  refusal or  inability to follow any  reasonable  and
lawful  directives of the Board, the CEO or any person  designated by the CEO to
serve as Employee's supervisor;

(vii)  taking  secret  charges on  transactions  between  the  Company and third
parties; or

(viii) any other act or omission  (other than an act or omission  resulting from
the  exercise by Employee of good faith  business  judgment)  which  constitutes
gross  negligence  and  which  impairs  the  financial   condition  or  business
reputation of the Company.

         Prior to the  Company's  termination  of  Employee  "With  Cause",  the
Company shall give Employee  written  notice of any violation by Employee of any
of the provisions of this Section 5(c) after the receipt of which Employee shall
have 30 days to cure or correct such violation.

(d) "Without  Cause" means the  termination  of  employment  resulting  from any
reason other than those enumerated in subsection (c) above.

(e) Employee may  terminate his  employment  hereunder by giving 60 days written
notice to the  President of Company and his  compensation  shall be paid through
the date of termination.

(f) Any  termination  hereunder  shall be  communicated by written notice to the
other party which shall  indicate the  specific  termination  provisions  in the
Contract  relied  upon and shall set  forth  the facts and  circumstances  which
provide the basis for termination of employment.


6.                Final Settlement and Effect of Termination.

(a) Upon  termination  of this  Agreement and payment to Employee of all amounts
due Employee hereunder, Employee or his representative shall execute and deliver
to the Company, on a form prepared by the Company, a receipt for such sums and a
release of all claims for payment due  pursuant to this  Agreement,  except such
claims as may have been  submitted  pursuant to the terms of this  Agreement and
which remain unpaid.

(b) The  provisions  of this  Agreement  shall survive the  termination  of this
Agreement and the  termination of Employee's  employment with the Company to the
extent  required to give full effect to the covenants and  agreements  contained
herein.

7.                Confidentiality.

(a) Employee  agrees that,  both during the term of his employment and after the
termination  of his  employment  for any reason,  Employee shall not directly or
indirectly  use or disclose,  except as  authorized by the Company in connection
with the performance of Employee's  duties,  any  Confidential  Information,  as
defined hereinafter, that Employee may have or acquire (whether or not developed
or compiled by Employee and whether or not Employee has been  authorized to have
access to such Confidential  Information) during the term of this Agreement. The
term "Confidential Information" as used in this Agreement shall mean and include
any information,  data and know-how relating to the business of the Company that
is  disclosed  to  Employee  by the  Company  or known by him as a result of his
relationship  with  the  Company  and not  within  the  public  domain  (whether
constituting a trade secret or not), including without limitation, the following
information:

(i) financial  information,  such as Company's earnings,  assets, debts, prices,
fee structure,  volumes of purchases or sales or other financial  data,  whether
relating to Company generally, or to particular products,  services,  geographic
areas, or time periods;

(ii) marketing information,  such as details about ongoing or proposed marketing
programs  or  agreements  by or on behalf of  Company,  marketing  forecasts  or
results of marketing efforts or information about impending transactions;

(iii) intellectual  property  information,  such as formulas,  design details or
parameters,  software source code, proprietary programs, devises, techniques and
processes,  ongoing or planned activities in intellectual  property development,
ongoing or planned joint venture activities, and licensing terms or conditions;

(iv) personnel  information,  such as employees'  personal or medical histories,
compensation  or other  terms of  employment,  actual  or  proposed  promotions,
hiring,  resignations,  disciplinary actions,  terminations or reasons therefor,
training methods, performance, or other employee information;

(v)  customer  information,  such  as  any  compilation  of  past,  existing  or
prospective  customers,  customer  proposals or agreements between customers and
Company,  status of customer  accounts or credit,  or related  information about
actual or prospective customers; or

     (vi)  information  with  respect to any  customer  affairs that the Company
agreed to treat as confidential.

The term "Confidential Information" does not include information that has become
generally  available  to the  public  by the act of one who  has  the  right  to
disclose  such  information  without  violating  any right of the Company or the
client to which such information pertains.

(b) The covenant  contained in this Section 7 shall survive the  termination  of
Employee's  employment  with the  Company for any reason for a period of two (2)
years;  provided,  however,  that with  respect to those  items of  Confidential
Information  which  constitute  trade secrets under  applicable law,  Employee's
obligations of confidentiality and non-disclosure as set forth in this Section 7
shall  continue  to survive  after such two (2) year  period for as long as such
items remain trade secrets under applicable law. These rights of the Company are
in addition to those  rights the Company has under the common law or  applicable
statutes for the protection of trade secrets.

8. Rights to Materials.  All records,  files,  memoranda,  reports, price lists,
customer lists, drawings, plans, sketches, documents and the like (together with
all copies  thereof)  relating to the  business of the Company,  which  Employee
shall use or prepare  or come in  contact  with in the course of, or as a result
of,  his  employment  shall,  as between  the  parties  hereto,  remain the sole
property of the Company.  Upon the  termination  of his  employment  or upon the
prior demand of the Company,  he shall immediately return all such materials and
shall not thereafter cause removal thereof from the premises of the Company.

9. Works Made for Hire. The Company and Employee  acknowledge that in the course
of Employee's  employment by the Company,  Employee may from time to time create
for the  Company  copyrightable  works.  Such  works  may  consist  of  manuals,
pamphlets,  instructional  materials,  computer programs,  films, tapes or other
copyrightable  material,  or  portions  thereof,  and may be  created  within or
without the Company's  facilities  and before,  during or after normal  business
hours.  All such works  related to or useful in the  business of the Company are
specifically intended to be works made for hire and shall be the property of the
Company,  and Employee shall cooperate with the Company in the protection of the
Company's copyrights therein and, to the extent deemed desirable by the Company,
the registration of such copyrights.

10.   Discoveries.   Employee  agrees  that  any   inventions,   discoveries  or
improvements  that  Employee  may  develop  or  conceive  during  the  course of
Employee's employment shall be the sole property of the Company. Employee agrees
to promptly disclose to the Company in writing all such inventions,  discoveries
and improvements,  whether directly or indirectly related to the business of the
Company or whether made solely by the Employee or in conjunction with others. At
the Company's request and expense, both during and after Employee's  employment,
Employee will promptly execute a specific assignment of title to the Company (or
any  specified  member  thereof) of each  invention,  discovery  or  improvement
described  in the  preceding  paragraph,  and perform all other acts  reasonably
necessary to enable the Company to secure a patent therefor in the United States
and in foreign countries and to maintain,  defend and assert such patents.  This
obligation shall survive the termination or expiration of this Agreement.

11. Severability.  Except as noted below, should any provision of this Agreement
be  declared  or  determined  by  any  court  of  competent  jurisdiction  to be
unenforceable  or invalid for any reason,  the validity of the remaining  parts,
terms or  provisions  of this  Agreement  shall not be affected  thereby and the
invalid or  unenforceable  part,  term or provision  shall be deemed not to be a
part of this  Agreement.  The  covenants  set forth in this  Agreement are to be
reformed  pursuant to Section 12 if held to be unreasonable  or enforceable,  in
whole or in part, and, as written and as reformed, shall be deemed to be part of
this Agreement.

12.  Reformation.  If any of the  covenants  or promises of this  Agreement  are
determined by any court of law or equity, with jurisdiction over this matter, to
be overly broad and  therefore  unenforceable,  in whole or in part, as written,
Employee  hereby consents to and  affirmatively  requests that said court narrow
the scope of the covenant or promise so as to be reasonable and  enforceable and
that said court enforce the covenant or promise as so reformed.

13. Injunctive Relief. Employee understands, acknowledges and agrees that in the
event of a breach or  threatened  breach of any of the  covenants  and  promises
contained in Sections 7, 8, 9 and 10, the Company will suffer irreparable injury
for which there is no adequate  remedy at law and the Company will  therefore be
entitled  to  injunctive  relief  enjoining  said breach or  threatened  breach.
Employee further acknowledges, however, that the Company shall have the right to
seek a remedy at law as well as or in lieu of  equitable  relief in the event of
any such breach.

14. Assignment. This Agreement is a contract for personal services and shall not
be assigned by the  Company or  Employee  in any manner or by  operation  of law
except by mutual written consent of the parties hereto; provided,  however, that
this restriction against assignment shall not preclude assignment by the Company
without  the consent of  Employee  as a result of a merger  into,  consolidation
with,  or sale of  substantially  all of the  assets of the  Company  to another
entity. The terms and provisions of this Agreement shall inure to the benefit of
and be  binding  upon the  Company  and its  successors  and  assigns,  and upon
Employee and his heirs and personal representatives.  The term "Company" as used
in this  Agreement  shall be deemed to include the successors and assigns of the
original or any subsequent  entity  constituting  the Company as well as any and
all divisions, subsidiaries, or affiliates thereof.

15. Waiver.  The waiver by any party to this Agreement of a breach of any of the
provisions  of this  Agreement  shall not operate or be construed as a waiver of
any subsequent or simultaneous breach.

16.  Applicable  Law.  This  Agreement  shall be governed  by,  interpreted  and
construed under the internal laws of the State of Florida  without  reference to
its conflict of laws principles.

17. Headings and Captions.  The headings and captions used in this Agreement are
for convenience of reference only, and shall in no way define,  limit, expand or
otherwise affect the meaning or construction of any provision of this Agreement.

18.  Notice.  Any notice  required  or  permitted  to be given  pursuant to this
Agreement  shall be deemed  sufficiently  given when delivered in person or when
deposited,  properly  addressed,  in the United States mail, first class postage
prepaid, return receipt requested.

19. Gender.  All pronouns or any variations  thereof contained in this Agreement
refer to the masculine,  feminine or neuter, singular or plural, as the identity
of the person or persons may require.

20. Entire  Agreement.  This Agreement  constitutes the entire agreement between
the Company and Employee  with respect to the subject  matter of this  Agreement
and supersedes any prior  agreements or  understandings  between the Company and
Employee  with  respect to such subject  matter.  No amendment or waiver of this
Agreement or any provision hereof shall be effective unless in writing signed by
both of the parties.  Notwithstanding the foregoing,  Employee acknowledges that
he is entering into this  Agreement in connection  with the  acquisition  of EJG
Services,  Inc.  ("EJG"),  by the Company pursuant to the Merger  Agreement,  to
which Employee is a party. In the event of any direct or irreconcilable conflict
between this  Agreement and the Merger  Agreement,  the Merger  Agreement  shall
control.

21.  Termination  of Merger  Agreement.  In the event the  Merger  Agreement  is
terminated in  accordance  with its terms prior to  consummation  of the Merger,
this Agreement shall be null and void.

        IN WITNESS WHEREOF,  the Company and Employee have caused this Agreement
to be executed, under seal, as of the date and year first above written.


                                           "COMPANY"

                                           EJG ACQUISITION CORP.
                                           a Florida corporation


                                           By:__________________________________
                                           Name: Van Saliba
                                           Title: President

                                                    [CORPORATE SEAL]





                                           "EMPLOYEE"


                                           _______________________________(L.S.)
                                           KEITH GIORDANO




<PAGE>




                                   EXHIBIT "A"


                         BONUS ACHIEVEMENT REQUIREMENTS


Employee's  bonus,  to be  payable in  quarterly  increments  for each  calendar
quarter  in which  such bonus is earned  based  upon the  attainment  of certain
achievement levels established by Harold S. Fischer and Van Saliba,  shall be up
to:

1.  $6,000 for each  calendar  quarter,  or any portion  thereof,  in the period
beginning  hereof  on the date and  ending  on the date  which is the  365th day
immediately  following  the date hereof (for a total  annual bonus not to exceed
$24,000); and

2.  $8,000 for each  calendar  quarter,  or any portion  thereof,  in the period
beginning  on the date  which is the 366th day  immediately  following  the date
hereof and ending on the date which is the 731st day  immediately  following the
date hereof (for a total annual bonus not to exceed $32,000).




<PAGE>




                                   EXHIBIT "B"


                                COMPANY BENEFITS



        The normal benefits enjoyed by all Triangle  employees,  including life,
medical,  dental,  disability insurance and participation in the Triangle 401(k)
Plan.




<PAGE>




                                    Exhibit E

                         RESTRICTIVE COVENANTS AGREEMENT

        THIS RESTRICTIVE  COVENANTS  AGREEMENT (this "Agreement") is dated as of
May  _____,  1998,  by  and  among  Triangle  Imaging  Group,  Inc.,  a  Florida
corporation    ("Triangle"),    QuickCREDIT   Corp.,   a   Florida   corporation
("QuickCREDIT"), EJG Acquisition Corp., a Florida corporation ("EAC") (Triangle,
QuickCREDIT and EAC collectively referred to as "Acquirors") and Keith Giordano,
an individual resident of the State of Florida ("Shareholder").

                              W I T N E S S E T H:

        WHEREAS,   Triangle,   QuickCREDIT,   EJG  Services,  Inc.  ("EJG")  and
Shareholder have entered into an Agreement and Plan of Merger and Reorganization
(the "Merger Agreement") providing for the merger of EJG with and into EAC, with
EAC  being  the   surviving   corporation   of  such  merger   (the   "Surviving
Corporation"); and

        WHEREAS,  Shareholder is the sole  shareholder and executive  officer of
EJG, and such position has placed  Shareholder  in a position of confidence  and
trust with respect to EJG; and

        WHEREAS,  the Merger Agreement requires that Shareholder enter into this
Agreement as a condition precedent to the merger of EJG and EAC; and

        WHEREAS,  in  consideration  of  Acquirors'   covenants  in  the  Merger
Agreement and to induce  Acquirors to acquire EJG, the Shareholder is willing to
enter into this Agreement and to comply with the restrictive covenants contained
herein.

        NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
agreements of the parties hereto, and for other good and valuable consideration,
including,  without  limitation,  the  Merger  Consideration,  as defined in the
Merger Agreement,  the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

     1.  Definitions.  The  following  terms shall have the  meanings set forth
below for purposes of this Agreement:

(a)                      The term "Area" shall mean the state of Florida.

(b) The term "Confidential  Information" shall mean and include any information,
data and  know-how  relating  to EJG,  Triangle,  QuickCREDIT  or the  Surviving
Corporation and not generally  within the public domain (whether  constituting a
trade secret or not) including without limitation the following information:

(i) financial  information,  such as the earnings,  assets,  debts,  prices, fee
structures,  projections,  budgets,  margins, tax information or other financial
data of EJG, Triangle, QuickCREDIT or the Surviving Corporation whether relating
to EJG,  Triangle,  QuickCREDIT or the Surviving  Corporation  generally,  or to
particular, services, geographic areas or time periods;

(ii) product and service information,  such as information  concerning the goods
and services used or purchased by EJG,  Triangle,  QuickCREDIT  or the Surviving
Corporation,  know-how,  techniques,  codes,  development  plans,  manuals,  the
identities  of  suppliers  and  consultants,  terms  of  supply  and  consulting
contracts, or of particular transactions, or related information about potential
suppliers and consultants,  to the extent that such information is not generally
known to the public,  and to the extent that the combination of suppliers or use
of a particular  supplier or consultant,  though  generally  known or available,
yields advantages to EJG, Triangle, QuickCREDIT or the Surviving Corporation the
details of which are not generally known;

(iii) marketing information, such as details about ongoing or proposed marketing
programs, strategies or agreements by or on behalf of EJG, Triangle, QuickCREDIT
or the Surviving  Corporation,  marketing  forecasts or strategies or results of
marketing efforts or information about impending transactions;

(iv) personnel information, such as personal or medical histories,  compensation
or  other  terms  of  employment,   actual  or  proposed  promotions,   hirings,
resignations,  disciplinary actions,  terminations or reasons therefor, training
methods,  performance,  or other employee  information  relating to employees of
EJG, Triangle, QuickCREDIT or the Surviving Corporation;

(v) customer information, such as any compilations or lists of past, existing or
prospective customers,  proposals, bids or agreements between customers and EJG,
Triangle, QuickCREDIT or the Surviving Corporation,  status of customer accounts
or credit, or related information about actual or prospective customers; and

(vi) operations information,  such as software,  systems and techniques used and
developed  by  EJG,  Triangle,  QuickCREDIT  or the  Surviving  Corporation  and
operations  manuals and personnel manuals of EJG,  Triangle,  QuickCREDIT or the
Surviving Corporation.

The term "Confidential Information" does not include information that has become
generally  available  to the  public  by the act of one who  has  the  right  to
disclose  such  information  without  violating  any  right  of  EJG,  Triangle,
QuickCREDIT or the Surviving Corporation.

(c) The term  "Competing  Business"  shall mean and include any  proprietorship,
partnership,  joint venture, business trust,  corporation,  association or other
entity or person (other than Triangle,  QuickCREDIT or the Surviving Corporation
and any successor of Triangle, QuickCREDIT or the Surviving Corporation) engaged
at the time of such determination in the business of credit reporting.

(d) The term  "Customer"  or  "Customers"  shall mean any  person,  partnership,
association,   firm,  corporation  or  other  entities  which  at  the  time  of
determination has purchased,  during the previous two year period,  any services
or products from EJG, QuickCREDIT or the Surviving Corporation or which has been
actively sought as a prospective  customer of EJG,  QuickCREDIT or the Surviving
Corporation during such period.

2.  Acknowledgments.  The Shareholder  acknowledges that this Agreement is being
executed  and  delivered  ancillary  to the  acquisition  of EJG for  separately
bargained-for  consideration.  The  Shareholder  further  acknowledges  that the
business of EJG and QuickCREDIT is, and following the Merger the business of the
Surviving  Corporation will be, highly  competitive and strongly  dependent upon
personal  contacts with Customers and potential  Customers and the establishment
of trust and  confidence  in  relationships  between  the owners  and  executive
officers of each such business and its Customers.  The  Shareholder  agrees that
QuickCREDIT and the Surviving  Corporation would suffer great loss and damage if
the  Shareholder,  on  Shareholder's  own  behalf or on behalf of any  Competing
Business,  were to engage in a business competitive with EJG, QuickCREDIT or the
Surviving Corporation.

3. Covenants.  Recognizing  the need of Triangle,  QuickCREDIT and the Surviving
Corporation  to protect  their  legitimate  business  interests,  including  the
goodwill  of such  entities  and the  goodwill of EJG,  and to induce  Triangle,
QuickCREDIT  and the  Surviving  Corporation  to enter  into and  perform  their
respective  obligations  under the Merger Agreement,  Shareholder  covenants and
agrees with Triangle, QuickCREDIT and the Surviving Corporation as follows:

(a) that  Shareholder  will not from the date of this  Agreement  until  two (2)
years  following  the date  hereof,  for  whatever  reason,  either  directly or
indirectly:

(i) within the Area, solicit the sale or lease on Shareholder's own behalf or in
the service of or on behalf of any  Competing  Business,  any product or service
similar  to  or in  competition  with  the  existing  products  or  services  of
QuickCREDIT  or the  Surviving  Corporation  or any successor to the business of
QuickCREDIT or the Surviving Corporation;

(ii) within the Area, either directly or indirectly, engage, participate, invest
in  (other  than  to hold 1% or less of any  class  of  securities  of a  public
company)  or  assist,  as owner,  part-owner,  stockholder,  partner,  director,
officer,  trustee,  employee,  agent,  consultant or in any other capacity,  any
Competing Business;

(iii)  solicit or attempt to  solicit,  directly  or by  assisting  others,  any
business from a Customer of  QuickCREDIT  or the Surviving  Corporation,  or any
Customer  of EJG prior to the Merger  which does not become or remain a Customer
of the Surviving Corporation,  for purposes of providing products or services in
competition with QuickCREDIT or the Surviving Corporation.

(iv)  employ or  attempt to employ or assist  anyone  else in  employing  in any
Competing  Business any employee of  QuickCREDIT  or the  Surviving  Corporation
(whether or not such employment is full or part time or pursuant to a written or
oral contract).

(b)  that  Shareholder  will not for a period  of five (5)  years  from the date
hereof,  for  whatever  reason,   disclose  or  use  or  otherwise  exploit  for
Shareholder's  own  benefit,  for the  benefit of any other  person,  or for the
benefit of any  Competing  Business,  any  Confidential  Information;  provided,
however,  that to the extent any  Confidential  Information  constitutes a trade
secret under  applicable  law, the  restrictions  contained in this Section 3(b)
shall continue to apply for so long as such information remains a trade secret.

4. Remedies.  Shareholder  acknowledges  that  irreparable loss and injury would
result to Triangle, QuickCREDIT and the Surviving Corporation upon any breach by
Shareholder of any of the covenants contained in this Agreement and that damages
arising out of such breach would be difficult to ascertain.  Shareholder  agrees
that, in addition to all other remedies provided at law or in equity,  Triangle,
QuickCREDIT and the Surviving  Corporation , or any of them, may petition from a
court of law or equity,  without bond,  both temporary and permanent  injunctive
relief to prevent a breach by Shareholder of any such covenant.

5.             Miscellaneous.

(a) The terms and provisions of this Agreement shall inure to the benefit of and
be binding  upon  Acquirors,  and their  successors  and  assigns,  and upon the
Shareholder and Shareholder's heirs and personal representatives.  The rights of
Triangle,  QuickCREDIT and the Surviving  Corporation hereunder may be assigned,
without the consent of Shareholder,  by Triangle,  QuickCREDIT and the Surviving
Corporation  to any successor to the business of Triangle,  QuickCREDIT,  or the
surviving Corporation, whether by merger, sale of stock, sale of assets or other
transaction.

(b) This Agreement  constitutes the entire Agreement  between the parties hereto
concerning  the subject  matter  hereof.  This  Agreement  shall not be altered,
modified,  amended or terminated  except by written  instrument  executed by the
parties hereto.

(c) This Agreement,  and the rights and liabilities of the parties hereto, shall
be  construed  in all  respects  in  accordance  with the  laws of the  State of
Florida.

(d) The covenants contained in this Agreement are separate and severable and the
invalidity or  unenforceability  of any one or more covenants,  shall not affect
the validity or enforceability of any other covenant contained herein. It is the
intention of the parties hereto that the  provisions of this Agreement  shall be
enforced to the fullest extent permissible under the laws and public policies of
each   jurisdiction  in  which  such   enforcement  is  sought,   but  that  the
enforceability  (or judicial  modification  to conform with such laws and public
policies, which the parties hereby expressly authorize), of any provision hereof
shall not render unenforceable or impair the remainder of this agreement,  which
shall be deemed  amended  to delete or  modify,  as  necessary,  the  invalid or
unenforceable  portions.  The  parties  hereto  acknowledge  and agree  that for
purposes of judicial  interpretation  or  enforcement  of this  Agreement,  this
Agreement  shall be deemed to have been executed and delivered  ancillary to the
sale of a business.

        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
executed as of the day and year first above written.


                                     TRIANGLE IMAGING GROUP, INC.



                                     ___________________________________________
                                     By: Vito A. Bellezza
                                     Title: Chairman and Chief Executive Officer




                                     QUICKCREDIT CORP.



                                     ___________________________________________
                                     By: Van Saliba
                                     Title: President




                                     EJG ACQUISITION CORP.



                                     ___________________________________________
                                     By: Van Saliba
                                     Title: President



                                   SHAREHOLDER



                                     ___________________________________________
                                     By: Keith Giordano





<PAGE>





                                    Exhibit F

                      IMPORTANT INFORMATION FOR SUBSCRIBER

THE SECURITIES PURCHASED PURSUANT TO THE SUBSCRIPTION  AGREEMENT SET FORTH BELOW
HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE
FLORIDA SECURITIES AND INVESTOR  PROTECTION ACT, AS AMENDED  (COLLECTIVELY,  THE
"ACTS"),  OR ANY OTHER  APPLICABLE BLUE SKY LAW, AND CANNOT BE SOLD OR OTHERWISE
TRANSFERRED  UNLESS SUCH SECURITIES (i) ARE REGISTERED  UNDER SUCH ACTS, (ii) IN
THE OPINION OF LEGAL COUNSEL AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE OR
(iii) THE REQUEST FOR  TRANSFER IS  ACCOMPANIED  BY  NO-ACTION  LETTERS FROM THE
SECURITIES  AND  EXCHANGE   COMMISSION  AND  THE  APPLICABLE   STATE  SECURITIES
COMMISSION.   BECAUSE  THE  SECURITIES  ARE  NOT  REGISTERED   UNDER  THE  ACTS,
SUBSCRIBERS  MUST BEAR THE ECONOMIC RISK OF INVESTMENT IN SUCH SECURITIES FOR AN
INDEFINITE PERIOD OF TIME. CERTIFICATES REPRESENTING SUCH SECURITIES WILL BEAR A
LEGEND BRIEFLY DESCRIBING  RESTRICTIONS WITH RESPECT TO THE TRANSFER THEREOF AND
A  STOP-TRANSFER  ORDER WITH RESPECT TO SUCH  SECURITIES WILL BE PLACED WITH THE
CORPORATION'S  TRANSFER  AGENT (OR NOTED IN THE  CORPORATION'S  RECORDS)  BEFORE
CERTIFICATES REPRESENTING ANY SECURITIES SUBSCRIBED WILL BE ISSUED.

                          SHARE SUBSCRIPTION AGREEMENT

         TO  THE  BOARD  OF  DIRECTORS  OF  Triangle  Imaging  Group,   Inc.,  a
corporation  organized and  incorporated  under the laws of the State of Florida
(the "Corporation"):

         1. Subscription. The undersigned, KEITH GIORDANO ("Subscriber"), hereby
subscribes  for 200,000  shares of common stock of the  Corporation,  $.0001 par
value (the "Shares"),  for the aggregate consideration described in that certain
Agreement and Plan of Merger and Reorganization (the "Merger Agreement"),  dated
as of May  _____,  1998,  by and among the  Corporation,  QuickCREDIT  Corp.,  a
Florida   corporation   and   wholly-owned   subsidiary   of   the   Corporation
("QuickCREDIT"),  EJG Acquisition Corp., a Florida  corporation and wholly-owned
subsidiary  of  QuickCREDIT,  and EJG  Services,  Inc.,  a Missouri  corporation
("EJG"), and Subscriber,  an individual resident of the State of Florida and the
sole shareholder of EJG.

         2. Restrictions.  Subscriber  understands that the Shares have not been
registered  under the Acts, or any other  applicable "blue sky" law, and will be
issued  in  reliance  upon  certain  exemptions  from  registration  thereunder.
Subscriber understands that the statutory basis for such exemptions is dependent
upon  Subscriber's  undertaking to acquire the Shares for purposes of investment
for its own  account,  not as a nominee  or agent,  and  without  the  intent of
reselling  or disposing of the Shares,  or otherwise  participating  directly or
indirectly in a distribution  thereof.  Subscriber  further  understands that by
reason of the  exemptions to be relied upon in connection  with their  issuance,
the Shares issued to  Subscriber  will not be freely  transferable  and that any
proposed sale or other  transfer of the Shares may be prohibited and will in any
event be subject to significant restrictions.  Any certificates representing the
Shares will bear a legend to such effect, and a stop-transfer order with respect
to the Shares will be placed with the Corporation's  transfer agent (or noted in
the  Corporation's  records if the Corporation acts as its own transfer agent in
respect of the Shares).

         3.  Representations  and  Warranties of Subscriber.  Subscriber  hereby
represents and warrants to, and agrees with, the Corporation as follows:

                  (a)  The  Shares  are  being   acquired  by   Subscriber   for
Subscriber's own account,  not as a nominee or agent, and not with a view to, or
for, resale, transfer or distribution;

     (b) Subscriber has no intention of participating  directly or indirectly in
a distribution of the Shares;

                  (c)  Subscriber has such knowledge and experience in financial
and business  matters that  Subscriber is capable of  evaluating  the merits and
risks of this investment;

                  (d)  Subscriber  has  received  and  reviewed  copies  of  the
Corporation's  filings with the United States Securities and Exchange Commission
listed on Exhibit A hereto.

                  (e)  Subscriber  has  had  access  during  the  course  of the
transactions  as  contemplated  in  the  Merger   Agreement  and  prior  to  its
acquisition  of the  Shares  to  such  additional  information  relating  to the
Corporation as Subscriber has desired and has been given the  opportunity to (i)
ask  questions  of,  and  receive   answers  from,  the   Corporation   and  its
representatives  concerning the  Corporation and the terms and conditions of the
issuance of the  Shares,  and (ii) obtain any  additional  information  that the
Corporation  possesses or can reasonably  obtain that is necessary to verify the
accuracy of information furnished by the Corporation in connection herewith;

                  (f)  Subscriber  is an  accredited  investor  as that  term is
defined in Section  501(a) under  Regulation D promulgated by the Securities and
Exchange  Commission under the Securities Act of 1933.  Subscriber is capable of
bearing the economic  risks of the  investment in the Shares,  including loss of
the  entire  investment,  and if  Subscriber  deems it  necessary  to do so, has
reviewed the merits of the  investment  with his tax and legal  counsel and with
investment  adviser(s),  and Subscriber understands the merits and risks of this
investment;

                  (g)  Subscriber   has  accurately   completed  the  accredited
Investor  Questionnaire  attached  hereto  as  Exhibit B and has  executed  such
Questionnaire, and any applicable exhibits thereto, where required; and

                  (h) Subscriber has evaluated the risks of this  investment and
has determined the Corporation is a suitable investment.

         4.   Representations   of  the  Corporation.   The  Corporation  hereby
represents and warrants to Subscriber as follows:

     (a) The  Corporation is a corporation  organized and in good standing under
the laws of the State of Florida;

                  (b)  All  corporate  action  on the  part  of the  Corporation
necessary  for  authorization  in respect of the  Corporation's  issuance of the
Shares as contemplated  hereunder has been (or shall be) taken prior to the date
of the Corporation's execution of this Share Subscription Agreement;

                  (c) The  Corporation's  execution  of this Share  Subscription
Agreement and issuance of the Shares as contemplated hereunder will not conflict
with or violate any provision of the Certificate of  Incorporation  or Bylaws of
the Corporation or any material agreement to which the Corporation is bound; and

                  (d) Upon  execution of this Share  Subscription  Agreement and
receipt by the  Corporation  of the  consideration  for the Shares as  described
herein,  the Shares shall be deemed to be validly issued and outstanding,  fully
paid and nonassessable.

         5.  Consideration.  Subscriber  hereby agrees and understands  that the
consideration  for the  Shares  shall  not be  delivered  by  Subscriber  to the
Corporation  until the  share  subscription  contained  herein  shall  have been
accepted; provided, however, that such consideration shall be delivered promptly
thereafter in accordance  with the terms and conditions of the Merger  Agreement
and  prior  to  the  issuance  by the  Corporation  of  the  Shares.  Subscriber
understands  and  agrees  that  the   undersigned   shall  not  be  entitled  to
certificates for, nor shall the undersigned be entitled to vote the Shares until
the  consideration  set forth herein has been  delivered to the  Corporation  as
contemplated in the Merger Agreement.

         Executed as of the _____ day of May, 1998.

                                      Very truly yours,


                                      ____________________________________(L.S.)
                                      Keith Giordano


ACCEPTED AND AGREED TO:

TRIANGLE IMAGING GROUP, INC.


By:_________________________________________
   Name: Vito A. Bellezza
   Title: Chairman of the Board of Directors
          and Chief Executive Officer

Date: May _____, 1998


<PAGE>




                                    EXHIBIT A


                              INDEX TO SEC FILINGS


     1. The  Corporation's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1998;

     2. The Corporation's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997;

     3. The Corporation's  Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997;

     4. The Corporation's Registration Statement on Form S-8 filed on August 15,
1997;

     5. The Corporation's  Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997;

     6. The Corporation's  Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997;

     7. The  Corporation's  Quarterly  Report on Form  10-KSB for the year ended
December 31, 1996;

     8. The  Corporation's  Amendment to its Current  Report on Form 8-K/A filed
March 4, 1997;

     9. The Corporation's Current Report on Form 8-K filed January 3, 1997;

     10. The Corporation's Registration Statement on Form S-8 filed December 24,
1996;

     11. The Corporation's Current Report on Form 8-K filed December 20, 1996;

     12. The  Corporation's  Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996;

     13. The  Corporation's  Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996;

     14. The  Corporation's  Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;

     15.  The  Corporation's  Annual  Report on Form  10-KSB  for the year ended
December 31, 1995.




<PAGE>




                                    EXHIBIT B

                          TRIANGLE IMAGING GROUP, INC.
                        ACCREDITED INVESTOR QUESTIONNAIRE

Purpose of This Questionnaire

         The  undersigned  has met with certain  principals of Triangle  Imaging
Group,  Inc. (the  "Company"),  and has been provided  certain  information with
regard  to a  proposed  investment  in the  Company.  Certain  of the  Company's
securities  will be  offered  to the  undersigned  as an  "accredited  investor"
without  registration  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or the  securities  laws of any  state,  in  reliance  on the  exemption
contained in Section 3(b) and/or 4(2) and/or 4(6) of the 1933 Act in reliance on
Regulation D of the Securities and Exchange Commission thereunder and on similar
exemptions  under applicable state laws. Under Section 4(2) and/or certain state
laws,  the  Company  may be  required to  determine  that an  individual,  or an
individual together with a "purchaser  representative" or each individual equity
owner of an "investing  entity" meets certain  suitability  requirements  before
selling securities to such individual or entity.  This Questionnaire will enable
the Company to make  investor  qualification  determinations  and  discharge its
responsibilities  under federal and state  securities  laws and the Company will
rely  upon the  information  contained  herein.  SECURITIES  WILL NOT BE SOLD OR
ISSUED  TO  THE  UNDERSIGNED  UNTIL  A  QUESTIONNAIRE  HAS  BEEN  FILLED  OUT AS
THOROUGHLY AS POSSIBLE. IN THE CASE OF AN INVESTOR THAT IS A PARTNERSHIP,  TRUST
OR  CORPORATION  WHICH DOES NOT QUALIFY AS AN ACCREDITED  INVESTOR,  EACH EQUITY
OWNER  MUST  COMPLETE A  QUESTIONNAIRE  TO  DETERMINE  ACCREDITED  STATUS.  This
Questionnaire does not constitute an offer to sell or a solicitation of an offer
to buy any security.

Instructions:

         The Company will not issue securities to the undersigned  until one (1)
copy of this  Questionnaire has been completed,  signed,  dated and delivered to
the Company.

         Your  answers  will be kept  strictly  confidential  at all times.  The
Company may,  however,  present this  Questionnaire  to such parties as it deems
appropriate  in order to assure itself that the offer and sale of the securities
will not result in a violation of the registration provisions of the 1933 Act or
a violation of the securities laws of any state.

         All questions must be answered.  If the appropriate answer is "None" or
"Not  applicable,"  please so state.  Please  print or type your  answers to all
questions and attach  additional  sheets if necessary to complete your answer to
any item.



Name(s):________________________________________________________________________


Social Security Number or Taxpayer Identification Number:_______________________


Home Address:___________________________________________________________________

________________________________________________________________________________


Business Address:_______________________________________________________________

________________________________________________________________________________


Home Telephone:_________________________________________________________________


Business Telephone:_____________________________________________________________


Occupation/Business:____________________________________________________________


Place and date of formation (if an entity):

If the  undersigned  is an individual,  please CHECK  whichever of the following
statements, (a)-(e) below, is applicable to you:

         ___ (a) The  undersigned  has had an  individual  income  in  excess of
$200,000 in each of the two most recent calendar years and reasonably expects to
have an individual income in excess of $200,000 in the current calendar year;

         ___ (b) The  undersigned has had joint income with his or her spouse in
excess of $300,000 in each of the two most recent  calendar years and reasonably
expects to have joint income with his or her spouse in excess of $300,000 in the
current calendar year;

     ___ (c) The  undersigned  has an individual  net worth,  or joint net worth
with his or her spouse, in excess of $1,000,000;

     ___ (d) The undersigned is a director or executive officer of the Company;

     ___ (e) None of the above.

         For purposes of this Accredited Investor  Questionnaire,  the following
definitions apply:

         "Individual  income"  means  "adjusted  gross  income" as reported  for
federal  income tax  purposes,  less any income  attributable  to a spouse or to
property  owned  by a  spouse,  increased  by the  following  amounts  (but  not
including  any  amounts  attributable  to a  spouse  or to  property  owned by a
spouse):  (i) the amount of any interest  income  received  which is  tax-exempt
under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"),
(ii) the  amount  of any  losses  claimed  as a  limited  partner  in a  limited
partnership  (as  reported on  Schedule E of Form 1040) and (iii) any  deduction
claimed for depletion under Section 611 et seq. of the Code.

         "Joint income" means  "adjusted gross income" of you and your spouse as
reported for federal  income tax purposes,  increased by the following  amounts:
(i) the amount of any interest income received which is tax-exempt under Section
103 of the Code,  (ii) the amount of losses  claimed  as a limited  partner in a
limited  partnership  (as  reported  on  Schedule  E of Form 1040) and (iii) any
deduction claimed for depletion under Section 611 et seq.
of the Code.

         "Net  worth"  means the excess of total  assets at fair  market  value,
including  home  and  personal  property,  over  total  liabilities,   including
mortgages and income taxes on unrealized appreciation of assets.

If  the  undersigned  is a  corporation,  partnership,  employee  benefit  plan,
individual  retirement account or trust, please CHECK whichever of the following
statements (a)-(n) is applicable:

     ___ (a) The undersigned is a self-directed individual retirement account or
401(k) Plan (if this  statement  is  checked,  the  participant  must also check
whichever of statements 9(a)-(e), above are applicable);

     ___ (b) The undersigned is a bank as defined in section 3(a)(2) of the 1933
Act,  or a savings  and loan  association  or other  institution  as  defined in
section 3(a)(5)(A) of the 1933 Act, whether acting in an individual or fiduciary
capacity;

     ___ (c) The  undersigned  is a broker  or  dealer  registered  pursuant  to
section 15 of the Securities Exchange Act of 1934;

     ___ (d) The undersigned is an insurance company as defined in section 2(13)
of the 1933 Act;

     ___ (e) The  undersigned  is an  investment  company  registered  under the
Investment Company Act of 1940;

     ___ (f) The  undersigned  is a business  development  company as defined in
section 2(a)(48) of the Investment Company Act of 1940;

     ___ (g) The undersigned is a Small Business  Investment Company licensed by
the U.S. Small Business  Administration under section 301(c) or (d) of the Small
Business Investment Act of 1958;

     ___ (h) The  undersigned is a plan  established  and maintained by a state,
its political  subdivisions,  or any agency or instrumentality of a state or its
political subdivisions,  for the benefit of its employees if such plan has total
assets in excess of $5,000,000;

     ___ (i) The  undersigned is an employee  benefit plan within the meaning of
Title I of the Employee  Retirement  Income Security Act of 1974,  provided that
the investment decision is made by a plan fiduciary, as defined in section 3(21)
of such  Act,  and the  plan  fiduciary  is  either  a bank,  savings  and  loan
association,  insurance  company  or  registered  investment  adviser  or if the
employee  benefit  plan has  total  assets  in  excess  of  $5,000,000  or, if a
self-directed plan, the investment decisions are made solely by persons that are
accredited investors.

     ___ (j) The  undersigned  is a  private  business  development  company  as
defined in section 202(a)(22) of the Investment Advisers Act of 1940;

     ___ (k) The undersigned is an organization  described in section  501(c)(3)
of the Code, a  corporation,  a  Massachusetts  or similar  business  trust,  or
partnership,  not formed for the specific  purpose of acquiring the  securities,
with total assets in excess of $5,000,000;

     ___  (l)  The  undersigned  is a trust  with  total  assets  in  excess  of
$5,000,000,  not formed for the specific  purpose of acquiring  the  securities,
whose  purchase is  directed  by a  sophisticated  person as  described  in Rule
506(b)(2)(ii) under the Securities Act;

     ___ (m) The undersigned is an entity, each of whose stockholders,  partners
or beneficiaries  meets at least one of the conditions set forth under 9(a)-(d),
above  with  respect  to  individuals  or  10(b)-(l),   above  with  respect  to
corporations, partnerships, trusts or other entities; or

     ___ (n) None of the above.

IF YOU  CHECK  THE  STATEMENT  NOTED AS 10(m)  ABOVE  AND DO NOT CHECK ANY OTHER
STATEMENT,  A COMPLETED  QUESTIONNAIRE  FOR EACH  STOCKHOLDER OF THE SUBSCRIBING
CORPORATION,  EACH PARTNER OF THE SUBSCRIBING PARTNERSHIP OR EACH BENEFICIARY OF
THE SUBSCRIBING EMPLOYEE BENEFIT PLAN MUST ACCOMPANY THIS QUESTIONNAIRE.

        To the best of my knowledge and belief,  the above information  supplied
by me is true and correct in all respects.


Dated: _______________________      ____________________________________________
                                    Signature

                                    ____________________________________________
                                    Title (if an entity)


<PAGE>


                     ALL PURCHASERS MUST COMPLETE THIS PAGE


IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Accredited  Investor
Questionnaire on this _______ day of __________________, 1998.

__________________________ x $______________ per share = $______________________
Shares to be Purchased                                        Purchase Price

Manner in which Title is to be held (Please Check One):


1.   ___     Individual                     7.   ___     Trust/Estate/Pension or
                                                         Profit Sharing Plan
                                                         Date Opened:___________
2.   ___     Joint Tenants With
             Right of Survivorship
                                            8.   ___     As a Custodian for
3.   ___     Community Property
                                                 _______________________________
                                                 Under the Uniform Gift to
4.   ___     Tenants in Common                   Act of the State of ___________


5.   ___     Corporation/Partnership        9.   ___     Married with Separate
                                                         Property

6.   ___     IRA                            10.  ___     Keogh


                   INDIVIDUAL  PURCHASERS MUST COMPLETE PAGE 6; PURCHASERS WHICH
              ARE ENTITIES MUST COMPLETE PAGE 7.


<PAGE>


              FOR EXECUTION BY A PURCHASER WHO IS A NATURAL PERSON


________________________________________________________________________________
                     Exact Name in Which Title is to be Held



________________________________________________________________________________
                                   (Signature)



________________________________________________________________________________
                               Name (Please Print)



________________________________________________________________________________
                      Residence Address: Number and Street



________________________________________________________________________________
               City                                  State           Zip Code



________________________________________________________________________________
                             Social Security Number


Accepted this _______ day of __________________, 1998, on behalf of the Company.




                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________


<PAGE>


                 FOR EXECUTION BY A PURCHASER WHICH IS AN ENTITY

                     (Corporation, Partnership, Trust, Etc.)



________________________________________________________________________________
                          Name of Entity (Please Print)




                                      By:_______________________________________

                                      Title:____________________________________



                                      Attest:___________________________________

                                      Title:____________________________________


                                                          [SEAL]





                                      ________________________________________--

                                      __________________________________________

                                      __________________________________________
                                     Address



                                      __________________________________________
                                      Taxpayer Identification Number


ACCEPTED, this _____ day of ___________________, 1998, on behalf of the Company.



                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________





<PAGE>




                                    Exhibit G

           Form of Opinion of Counsel To The Company and The Shareholders

                                  May ___, 1998


Triangle Imaging Group, Inc.
4400 West Sample Road, Suite 228
Coconut Creek, Florida 33073

Ladies and Gentlemen:

        This  opinion is rendered to you  pursuant  to the  requirements  of the
Agreement and Plan of Merger and Reorganization,  dated as of May ___, 1998 (the
"Merger Agreement"), by and among EJG Services, Inc., a Florida corporation (the
"Company"),  Keith Giordano, an individual resident of the State of Florida (the
"Shareholder"),   Triangle   Imaging   Group,   Inc.,   a  Florida   corporation
("Triangle"),  QuickCREDIT Corp., a Florida corporation ("QuickCREDIT"), and EJG
Acquisition Corp., a Florida corporation (the "Subsidiary").

        We have acted as counsel to the Company and  Shareholder  in  connection
with the entry  into and  performance  by the  Company  and  Shareholder  of the
transactions  contemplated in the Merger  Agreement.  In the capacity  described
above, we are familiar with the corporate minute book of the Company,  including
the articles of incorporation, bylaws and stock transfer records of the Company,
and we are  further  familiar  with the  corporate  proceedings  of the  Company
relating to the Merger Agreement and the transactions  contemplated  therein. We
have also examined originals or copies certified, or otherwise identified to our
satisfaction, of the following documents:

        1.       the Merger Agreement;

        2. the Share Subscription  Agreement,  dated May ___, 1998,  executed by
Shareholder in favor of Triangle;

        3.       the Release, dated May ___, 1998, executed by Shareholder;

     4. the Restrictive  Covenants  Agreement,  dated May ___, 1998, executed by
Shareholder;

     5. the Employment Agreement, dated May ___, 1998, executed by Shareholders;

        6. a certificate,  dated May ___, 1998, issued by the Secretary of State
of the State of Missouri with respect to the corporate  existence of the Company
(the "Certificate of Existence");

        7. a certificate,  dated May ___, 1998, issued by the Secretary of State
of the State of Florida with respect to the foreign qualification of the Company
to  do  business   in  the  State  of  Florida   (the   "Foreign   Qualification
Certificate"); and

        8. the  Certificate of Merger of the Company into the  Subsidiary  dated
May ___,  1998,  to be filed with the Secretary of State of the State of Florida
(the "Certificate of Merger").

     The  documents  referenced  in  items 1  through  5 above  are  hereinafter
collectively referred to as the "Merger Documents".

        This  opinion  letter  is  governed  by,  and  shall be  interpreted  in
accordance  with,  the Legal  Opinion  Accord of the ABA Section of Business Law
(1991)  (the  "Accord").  As  a  consequence,  it  is  subject  to a  number  of
qualifications,  exceptions,  definitions,  limitations  on  coverage  and other
limitations,  all as more particularly described in the Accord, and this opinion
letter should be read in conjunction  therewith.  Capitalized terms used in this
opinion  letter and not otherwise  defined  shall have the meanings  assigned to
such  terms in the  Accord  and the  Merger  Agreement.  If there  should be any
conflict  between  the  definition  contained  in  the  Accord  and  the  Merger
Agreement, the definition contained in the Accord shall control.

        The  opinions  expressed  herein are limited to the laws of the State of
Florida and the federal laws of the United States of America.

        In  connection  with the opinions  set forth below,  we have assumed the
genuineness  of all  signatures,  other than those on behalf of the  Company and
that of  Shareholder,  and the  authenticity,  completeness  and accuracy of all
materials  examined.  As to questions of fact material to our opinions,  we have
relied,  without  independent  verification  of  the  accuracy  or  completeness
thereof, solely on the following:  (i) the contents of the corporate minute book
and  stock   transfer   records  of  the  Company;   (ii)  the   statements  and
representations  contained  in the  Certificate  of  Existence;  and  (iii)  the
respective  statements,  representations  and  warranties  of  the  Company  and
Shareholder  contained in the Merger  Agreement.  We have made no other  factual
investigation for the purpose of rendering this opinion letter.

        The use of the term "Actual  Knowledge"  shall have the meaning given to
such term in the Accord,  but shall not be taken that we have made,  and in fact
we have not made,  any  independent  investigation  concerning  the  accuracy or
veracity  of any  representation,  warranty or  statement  of fact other than as
described in the preceding paragraphs. We have made no independent search of any
public  records in  connection  with our  rendering  of the  opinions  contained
herein.

        Based upon and subject to the foregoing, we are of the opinion that:

        1. The Company is a corporation duly organized,  validly existing and in
good  standing  under the laws of the State of  Missouri  and has all  necessary
corporate  power and lawful  authority to own,  operate and lease its properties
and  carry  on its  business  as and  where  else  such  business  is now  being
conducted,  including, without limitation, the State of Florida. As used herein,
the term "in good  standing"  shall  mean  that all  filings  have  been made as
required  under  applicable  filing and annual  registration  provisions  of the
[Missouri  Corporate  Code] and the  Florida  Business  Corporation  Act and all
filing fees due and payable thereunder have been paid.

        2. The issued and outstanding  shares of the Company are as set forth on
Schedule 2.2 to the Merger Agreement.  All the shares of the Company  identified
on  such  Schedule  are  duly  authorized,   validly  issued,   fully  paid  and
nonassessable.  Except as set forth on  Schedule  2.2 to the  Merger  Agreement,
there  is no  outstanding  capital  stock of the  Company,  and,  to our  Actual
Knowledge,  except as set forth on Schedule 2.3 to the Merger  Agreement,  there
are no outstanding options,  warrants or other rights to acquire common stock or
other securities of the Company.

        3. Shareholder is the sole record and beneficial owner of the shares set
forth beside his name on Exhibit A to the Merger  Agreement,  and, to our Actual
Knowledge, has good and valid title to such shares, free and clear of all liens,
claims, encumbrances, equities or claims.

        4. The  Company has duly and validly  executed  each Merger  Document to
which it is a party,  and each such Merger  Document  is the valid,  binding and
enforceable obligation of the Company. Shareholder has duly and validly executed
each Merger  Document to which he is a party,  and each such Merger  Document is
the valid, binding and enforceable obligation of Shareholder.

        5. The execution,  delivery and  performance of the Merger  Documents to
which the Company is a party by the Company are within the  Company's  corporate
powers and have been duly  authorized by all necessary  corporate  action on the
part of the  Company.  The  execution,  delivery and  performance  of the Merger
Documents to which  Shareholder is a party are within  Shareholder's  full power
and legal capacity.  Except as disclosed in the Merger Documents, the execution,
delivery and performance of the Merger  Documents by the Company or Shareholder,
do not: (i) conflict with,  require any consent  under,  result in the violation
of, or  constitute a breach of any provision of the articles or  certificate  of
incorporation or bylaws of the Company;  (ii) to our Actual Knowledge,  conflict
with, require any Consent under, result in the violation of, constitute a breach
of, or accelerate  the  performance  required on the part of  Shareholder or the
Company by the terms of, any  evidence  of  indebtedness  or  Contract  to which
Shareholder  or the Company is a party,  in each case with or without  notice or
lapse of time or both, or permit the termination of any such Contract by another
Person;  (iii) to our Actual Knowledge,  result in the creation or imposition of
any  Encumbrance  upon, or  restriction on the use of, any property or assets of
the Company or the Company  Common  Stock under any Contract to which either the
Company or Shareholder is bound;  (iv) to our Actual Knowledge,  accelerate,  or
constitute  an event  entitling,  or which would,  on notice or lapse of time or
both,  entitle the holder of any  indebtedness  of the Company or Shareholder to
accelerate the maturity of any such indebtedness; (v) conflict with or result in
the breach or violation of any Legal  Requirement  that is binding on either the
Company or Shareholder; or (vi) violate or cause any revocation of or limitation
on any Permit of the Company.

        6. Except as  disclosed  in  Schedule  2.7 to the Merger  Agreement,  no
authorization,  consent  or  approval  or other  action  by, and no notice to or
filing  with,  any  Governmental  Body or any  other  Person is  required  to be
obtained or made by the Company or Shareholder  for the due execution,  delivery
and performance by them of the Merger Documents.

        7. Under the laws of the State of Florida,  the Merger will be effective
upon the filing of the  Certificate  of Merger  with the  Secretary  of State of
Florida.

        8. This letter is given solely for the benefit of the addressees  hereof
and may  only  be  relied  upon  for  matters  arising  out of the  transactions
described herein. Without our prior written consent, this letter may not be used
or relied upon by any other person or entity for any purpose whatsoever.



                                      By:_______________________________________





<PAGE>




                                    Exhibit H


             FORM OF OPINION OF COUNSEL TO TRIANGLE AND QUICKCREDIT


                                  May 22, 1998


EJGServices, Inc.
103 Century 21 Drive, Suite 120
Jacksonville, Florida 32216

Ladies and Gentlemen:

        This opinion is rendered to you pursuant to the  requirements of Section
7.4 of the Agreement and Plan of Merger and Reorganization,  dated as of May 22,
1998 (the  "Merger  Agreement"),  by and among EJG  Services,  Inc.,  a Missouri
corporation  ("EJG"),  Keith  Giordano,  an individual  resident of the State of
Florida (the "Shareholder"), Triangle Imaging Group, Inc., a Florida corporation
("Triangle"),  QuickCREDIT Corp., a Florida corporation ("QuickCREDIT"), and EJG
Acquisition Corp., a Florida corporation ("EAC").

        We have  acted as  special  counsel  to  Triangle,  QuickCREDIT  and EAC
(collectively,  the "Parties") in connection  with the negotiation of the Merger
Agreement and the consummation by the Parties of the  transactions  contemplated
in the Merger Agreement.  In the capacity  described above, we are familiar with
the records of the corporate  proceedings of the Parties  relating to the Merger
Agreement  and the  transactions  contemplated  therein.  We have also  examined
originals or copies, certified, or otherwise identified, to our satisfaction, of
the following documents:

        1.       the Merger Agreement;

        2. the Share  Subscription  Agreement,  dated May 22, 1998,  executed by
Shareholder in favor of Triangle;

        3.       the Release, dated May 22, 1998, executed by Shareholder;

     4. the Restrictive  Covenants  Agreement,  dated May 22, 1998,  executed by
Shareholder;

     5. the Employment Agreement, dated May 22, 1998, executed by Shareholder;

     6. the Escrow Agreement by and among the Parties and the Shareholder, dated
as of May 22, 1998;

        7.  certificates of recent date, issued by the Secretary of State of the
State of Florida with respect to the corporate  existence of each of the Parties
(the "Certificates of Existence");

        8. the  Certificate  of Merger  of EJG with and into EAC,  dated May 22,
1998,  to be filed with the  Secretary  of State of each of the State of Florida
and the State of Missouri (the "Certificate of Merger"); and

        9. The Agreement Incident to Merger of EAC, dated as of May 22, 1998.

     The  documents  referenced  in  items 1  through  8 above  are  hereinafter
collectively referred to as the "Merger Documents".

        This  opinion  letter  is  governed  by,  and  shall be  interpreted  in
accordance  with,  the Legal  Opinion  Accord of the ABA Section of Business Law
(1991)  (the  "Accord").  As  a  consequence,  it  is  subject  to a  number  of
qualifications,  exceptions,  definitions,  limitations  on  coverage  and other
limitations,  all as more particularly described in the Accord, and this opinion
letter should be read in conjunction  therewith.  Capitalized terms used in this
opinion  letter and not otherwise  defined  shall have the meanings  assigned to
such  terms in the  Accord  and the  Merger  Agreement.  If there  should be any
conflict  between  the  definition  contained  in  the  Accord  and  the  Merger
Agreement, the definition contained in the Accord shall control.

        The  opinions  expressed  herein are limited to the federal  laws of the
United  States of America,  the laws of the State of Georgia,  as  currently  in
effect, and the provisions of the Florida Business  Corporation Act, as reported
in  standard  compilations  of  corporation  statutes  (excluding  any  case law
annotations  contained  therein).  We are  admitted  to the Bar of the  State of
Georgia and do not purport to be experts in the laws of any other state.

        In  connection  with the opinions set forth  below,  we have,  with your
permission,  assumed the  genuineness of all  signatures  and the  authenticity,
completeness  and accuracy of all  materials  examined.  As to questions of fact
material to our  opinions,  we have  relied,  with your  permission  and without
independent  verification of the accuracy or completeness thereof, solely on the
following:  (i) the records of the corporate proceedings of the Parties relating
to the Merger  Agreement and the  transactions  contemplated  therein;  (ii) the
statements and representations contained in the Certificates of Existence; (iii)
the  respective  statements,  representations  and  warranties  of  the  Parties
contained in the Merger Documents;  and (iv) an officer's certificate of each of
the Parties,  each dated May 22, 1998, with respect to certain factual  matters.
We have made no other factual investigation, including any independent search of
any public records, for the purpose of rendering this opinion letter.

        Based upon and subject to the foregoing, we are of the opinion that:

        1. Each of the Parties has duly authorized the execution and delivery of
the Merger  Documents to which it is a party and the  performance  of all of its
obligations thereunder.

        2. Each of the Parties has the requisite  corporate power to execute and
deliver the Merger Documents to which it is a party.

        3. The shares of Triangle  Common Stock to be delivered under the Merger
Agreement (the "Merger  Shares") have been duly  authorized  and, when delivered
against  surrender of the issued and outstanding  shares of EJG Common Stock, in
accordance with the provisions of the Merger Agreement, upon the Effective Date,
will be validly issued, fully paid and nonassessable.

        This letter is given solely for the benefit of the addressees hereof and
may only be relied upon for matters  arising out of the  transactions  described
herein. Without our prior written consent, this letter may not be used or relied
upon by any other person or entity for any purpose whatsoever.


                                Very truly yours,

                                SMITH, GAMBRELL & RUSSELL, LLP



                                By:_____________________________________________
                                 W. Thomas King





<PAGE>





                                    Exhibit I

                            FORM OF ESCROW AGREEMENT

        ESCROW AGREEMENT (the "Agreement")  dated as of May _____,  1998, by and
among  TRIANGLE  IMAGING  GROUP,  INC.,  a  Florida  corporation   ("Triangle"),
QUICKCREDIT CORP., a Florida corporation ("QuickCREDIT"), EJG ACQUISITION CORP.,
("EAC")  (Triangle,  QuickCREDIT  and EAC each an  "Acquiror"  and  collectively
"Acquirors"),  Keith Giordano,  an individual resident of Florida ("Seller") and
Glen  Allen,  Esquire,  an  individual  resident of Florida and a member in good
standing of the State Bar of Florida ("Escrow Agent").

                              W I T N E S S E T H:

        WHEREAS,  Acquirors,  Seller and EJG Services,  Inc. ("EJG"), a Missouri
corporation,  have entered into that  certain  Agreement  and Plan of Merger and
Reorganization,  dated as of May ___, 1998, by and among Triangle,  QuickCREDIT,
EAC,  EJG and Seller (the  "Merger  Agreement")  pursuant to which,  among other
things,  (i) EJG will be  merged  with and into EAC,  with EAC as the  surviving
entity (the "Merger") and (ii) each issued and  outstanding  share of the common
stock of EJG,  $1.00  par value per share  (the  "EJG  Common  Stock"),  will be
converted  into the  right to  receive  the  merger  consideration  set forth in
Section 1.8 of the Merger Agreement (the "Merger  Consideration"),  which Merger
Consideration  includes  200,000 shares (the "Merger Shares") of common stock of
Triangle, $.0001 par value per share;

        WHEREAS, the Merger Agreement requires as a condition to consummation of
the transactions described therein that Acquirors, Seller and Escrow Agent enter
into this  Agreement,  and that  Acquiror  deposit  50,000  shares of the Merger
Shares with Escrow Agent (the "Escrow  Shares"),  in order to provide a fund for
indemnity payments which Seller may become obligated to make to Acquirors as and
to the  extent  provided  in  Section  9 of  the  Merger  Agreement  ("Indemnity
Claims");

        WHEREAS,  the parties  hereto  desire that Escrow  Agent be appointed as
escrow agent to act in accordance with the terms and conditions hereof;

        WHEREAS,  Escrow  Agent is willing to serve as the escrow agent and hold
the Escrow Shares in accordance with the terms and conditions hereof;

        NOW,  THEREFORE,  in consideration for the mutual covenants  hereinafter
set forth and other good and valuable consideration,  the receipt,  adequacy and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1.      Appointment of Escrow Agent.

        Seller hereby  irrevocably  appoints  Escrow Agent as escrow  agent,  to
receive, hold, administer and deliver the Escrow Funds (as defined below) at any
time held by Escrow Agent pursuant to this Escrow  Agreement in accordance  with
this Escrow  Agreement,  and Escrow Agent hereby accepts such  appointment,  all
subject to and upon the terms and conditions hereinafter set forth.

2. Deposit of Escrow Shares.

        Seller  hereby  agrees that the Escrow  Shares shall be deposited by the
Acquirors  with  Escrow  Agent  immediately  upon the  later to occur of (i) the
Closing  described in the Merger Agreement or (ii) receipt by Acquirors from the
Acquirors'  stock transfer agent, of a share  certificate  evidencing the Escrow
Shares.  Escrow  Agent hereby  agrees to hold the Escrow  Shares upon receipt in
accordance with this Escrow Agreement. Escrow Agent has no obligation to collect
all or any  portion of the Escrow  Shares and shall incur no  obligations  under
this Escrow Agreement until the Escrow Shares are received by Escrow Agent.

3. Investment.

(a) The Escrow Agent shall invest and reinvest all available  cash dividends and
other amounts distributed or paid from time to time by Triangle and delivered to
Escrow Agent in respect of the Escrow  Shares,  as directed in writing by Seller
and Acquirors jointly,  in any of the following kinds of investments,  or in any
combination  thereof:  (i) bonds or other  obligations of, or guaranteed by, the
government of the United States of America, or agencies of any of the foregoing,
having  maturities  of not greater  than  ninety (90) days (or, if earlier,  the
Release Date, as hereinafter defined);  (ii) commercial paper rated, at the time
of the Escrow  Agent's  investment  therein,  at least P-1 by Moody's  Investors
Service,  Inc. and A-1 by Standard & Poor's Corporation and having maturities of
not greater  than ninety (90) days (or,  if earlier,  the Release  Date);  (iii)
demand or time deposits in,  certificates of deposit of or bankers'  acceptances
issued by (A) a depository  institution or trust company  incorporated under the
laws of the United  States of  America,  any State  thereof or the  District  of
Columbia or (B) a United States branch office or agency of a foreign  depository
institution or trust company if, in any such case,  the depository  institution,
trust  company or office or agency has combined  capital and surplus of not less
than one hundred  million dollars  ($100,000,000)  (any such  institution  being
herein called a "Permitted  Bank") having  maturities of not greater than ninety
(90) days (or, if earlier,  the Release Date); (iv) repurchase  obligations of a
Permitted Bank or securities  dealer  (acting as principal)  meeting the capital
and surplus requirements specified for a Permitted Bank with respect to any bond
or other  obligation  referred to in clause (i) above; (v) any money market fund
substantially all of which is invested in the foregoing  investment  categories;
or (vi) such other  investments as Acquirors and Seller shall jointly approve in
writing.  The Escrow  Shares and any amounts paid thereon  while on deposit with
Escrow  Agent  shall be  referred  to  hereinafter  collectively  as the "Escrow
Funds".

(b) All  taxes  in  respect  of  earnings  on the  Escrow  Amount  shall  be the
obligation  of and  shall be paid when due by  Seller,  who  shall  jointly  and
severally  indemnify and hold  Acquirors and the Escrow Agent  harmless from and
against all such taxes.

4. Custody and Release of Escrow Funds.

                 Escrow  Agent  shall  hold and  disburse  the  Escrow  Funds in
accordance with the following:

(a) In the event  Acquirors  believe  Acquirors are entitled to receive all or a
portion of the Escrow Funds on account of an Indemnity  Claim,  Acquirors  shall
deliver  to Escrow  Agent a  written  certificate  stating  that  Acquirors  are
entitled to payment from the Escrow Funds on account of a valid  Indemnity Claim
(the "Claim  Certificate").  The Claim Certificate shall state the amount of the
payment from the Escrow Funds to which Acquirors believe Acquirors are entitled.
Within  5  business  days  following   Escrow  Agent's   receipt  of  any  Claim
Certificate,  Escrow Agent shall send notice to Seller of Escrow Agent's receipt
of such Claim  Certificate  ("Claim  Notice").  The Claim Notice shall include a
copy of the Claim Certificate.

(b) If Escrow Agent does not,  within 15 business days following  receipt of the
Claim  Notice by Seller,  receive  from  Seller a written  notice  objecting  to
payment of all or any portion of the claim(s) specified in the Claim Certificate
("Objection Notice"), Escrow Agent shall deliver to Acquirors an amount from the
Escrow  Funds  equal to the  lesser  of (i) the  amount  specified  in the Claim
Certificate or (ii) the full remaining balance of the Escrow Funds.

(c) If Seller  elects to deliver an  Objection  Notice  within the 15 day period
specified in  subparagraph  4(b) above,  Seller shall specify in such  Objection
Notice  whether  Seller  disputes all or a portion of the amount  claimed in the
Claim  Certificate.  If Seller does not dispute the entire amount claimed in the
Claim  Certificate,  Seller shall specify the amount which Seller disputes,  and
upon receipt of the  Objection  Notice,  Escrow  Agent shall pay any  undisputed
portion  claimed  in the Claim  Certificate  to  Acquirors  in  accordance  with
subparagraph  4(b).  Within 5 business days following  Escrow Agent's receipt of
any  Objection  Notice,  Escrow Agent shall notify  Acquirors of Escrow  Agent's
receipt of such  Objection  Notice and shall  provide to Acquirors a copy of the
Objection Notice with such notification.

(d) Any portion of the Escrow  Funds  claimed by  Acquirors  pursuant to a Claim
Notice  delivered  to Escrow  Agent in  accordance  with  subparagraph  4(a) and
disputed by Seller pursuant to an Objection  Notice delivered to Escrow Agent in
accordance  with  subparagraph  4(b)  ("Disputed  Amounts") shall be retained by
Escrow Agent until Escrow Agent shall have received either of the following:

     (i) a written directive  executed jointly by Acquirors and Seller directing
Escrow Agent to pay all or a portion of the Disputed  Amounts to Acquirors or to
Seller and  specifying  the amounts to be paid, in which case Escrow Agent shall
promptly pay such amounts to Acquirors from the Escrow Funds in accordance  with
such directive; or

     (ii) a  certified  copy of a  final,  non-appealable  order  of a court  of
competent  jurisdiction ordering Escrow Agent to deliver all or a portion of the
Disputed  Amounts,  in which case Escrow  Agent shall  promptly  comply with the
terms of such court order.

(e) If, on the date which is the 365th day  immediately  following  the  Closing
Date (the "Release  Date"),  the amount of Escrow Funds  remaining in control of
Escrow Agent exceeds the aggregate amount of Disputed Claims and Pending Claims,
as hereafter defined,  as of such date, Escrow Agent shall release to Seller all
Escrow Funds remaining in excess of such aggregate sum.

     A "Pending  Claim" for purposes of this  Subsection (e) shall be any amount
of the Escrow Funds which is the subject of a Notice of Claim  delivered  within
15 days prior to the Release Date with respect to which the Escrow Agent has not
received an Objection Notice as of the Release Date.

(f) No Claim Certificate may be delivered by Acquirors to Escrow Agent after the
date which is two business days prior to the Release Date (the "Bar Date").  Any
Claim Certificate delivered to Escrow Agent after the Bar Date shall be void and
shall be disregarded by Escrow Agent.  Subject to the other terms and conditions
of this  Agreement,  following the Release Date,  Escrow Agent shall continue to
hold any  Disputed  Amounts or Pending  Amounts  beyond the  Release  Date until
disbursement in accordance with subparagraphs 4(b) or (d), as the case may be.

(g) Anything in this Escrow Agreement to the contrary notwithstanding:

     (i) Escrow  Agent may deposit  all or any portion of the Escrow  Funds with
the clerk of any court of competent  jurisdiction upon commencement of an action
in the nature of interpleader or in the course of any court proceedings.

     (ii) If at any time Escrow Agent  receives an order of a court of competent
jurisdiction,  or (subject to  subparagraph  5(b)  below)  written  instructions
signed by both  Acquirors and Seller  directing  delivery of all or a portion of
the Escrow Funds, Escrow Agent shall comply with such order or instructions.

(h) The Escrow Funds shall not be subject to lien or  attachment by any creditor
of any party  hereto and shall be used solely for the purposes set forth in this
Escrow  Agreement.  The Escrow Funds shall not be available to, and shall not be
used by, Escrow Agent to set off any obligation of Acquirors or Seller to Escrow
Agent.

(i) Upon any  delivery  or deposit of all of the Escrow  Funds  pursuant to this
Section 4, Escrow Agent shall  thereupon be released and discharged from any and
all further obligations arising in connection with this Escrow Agreement.

5.               Concerning Escrow Agent.

                 Escrow Agent has been induced to accept its  obligations  under
this Escrow Agreement by the following terms,  conditions,  representations  and
warranties:

(a) Escrow  Agent shall not be liable,  except for his own gross  negligence  or
willful  misconduct  and,  except with  respect to claims  based upon such gross
negligence or willful  misconduct that are successfully  asserted against Escrow
Agent.  Acquirors  and Seller  jointly and  severally  shall  indemnify and hold
harmless Escrow Agent (and any successor  escrow agent) from and against any and
all claims, liabilities,  losses, damages, costs, reasonable attorneys' fees and
other expenses  whatsoever  arising out of or in connection  with Escrow Agent's
service as Escrow  Agent  under this  Escrow  Agreement.  Without  limiting  the
foregoing,  in no event shall  Escrow  Agent be liable  except for his own gross
negligence  or  willful  misconduct  for any  matter  or thing  relating  to his
investment or reinvestment of the Escrow Funds,  including,  without limitation,
any failure to earn interest,  any claim that a higher rate of return could have
been obtained,  any delays in the investment or reinvestment of any amounts paid
by Triangle with respect to the Escrow Shares, including without limitation, any
failure to earn interest, any claim that a higher rate of return could have been
obtained,  any delays in the investment or reinvestment of such dividends or any
loss of interest incident to any such delays.

(b) In the event of any disagreement among the parties to this Escrow Agreement,
or among  them or any one of them and any other  person,  resulting  in  adverse
claims or demands  being made in  connection  with all or any part of the Escrow
Funds,  or in the event that  Escrow  Agent in good faith is in doubt as to what
action it should take  hereunder,  Escrow  Agent may,  at its option,  refuse to
comply  with any claims or  demands on it (but  nothing  herein  shall  obligate
Escrow Agent so to do) until (i) Escrow Agent shall have  received an order of a
court of  competent  jurisdiction  directing  delivery of all or any part of the
Escrow  Funds or (ii) all  differences  shall have been  adjusted  and all doubt
resolved by written  agreement  executed by the parties to such disagreement and
delivered to Escrow Agent.

(c) Escrow  Agent shall be entitled  to rely upon any  judgment,  certification,
demand,  notice,  instrument or other writing  delivered to it hereunder without
being required to determine the  authenticity  or correctness of any fact stated
therein or the  propriety  or  validity  of the  service  thereof and may act in
reliance upon any  instrument or signature  believed by it to be genuine and may
assume  that any  person  purporting  to give any notice or receipt or advice or
make any  statement or execute any document in  connection  with the  provisions
hereof has been duly authorized to do so.

(d) Each of the Acquirors represents and warrants to Escrow Agent that Acquirors
have full power and  authority  to act as  representative  of any and all of the
other  Acquirors for all purposes with respect to this Escrow  Agreement and the
Escrow  Funds.  Escrow  Agent  shall be  entitled  to rely  conclusively  on the
authority  of any  Acquiror  to make  Indemnity  Claims  on behalf of any of the
Acquirors  and Escrow  Agent shall make  payment  with respect to any such claim
directly to any Acquiror as agent and trustee of such other Acquiror(s).  Escrow
Agent shall have no obligation to  communicate  directly with any Acquiror or to
honor or acknowledge any directives or communications given or purportedly given
by any Acquiror, other than those provided by an Acquiror in accordance with the
terms of this Escrow Agreement.

(e)  Neither  Acquirors  nor Seller  shall have any right or  standing to make a
claim,  provide  any notice or receive  any  payment  by,  through or under this
Agreement  except in accordance  with the procedures  described  herein.  Escrow
Agent shall have no obligation to communicate  directly with Acquirors or Seller
or to honor or acknowledge any directives or communications given or purportedly
given by  Acquirors or Seller,  except those  provided by Acquirors or Seller in
accordance with this Agreement.

(f) Escrow Agent may seek the advice of legal counsel  selected with  reasonable
care in the event of any dispute or question  as to the  construction  of any of
the provisions of this Escrow  Agreement or its duties  hereunder,  and it shall
incur no liability and shall be fully  protected in respect of any action taken,
omitted or suffered by it in good faith in  accordance  with the opinion of such
counsel;

(g) This Escrow  Agreement  expressly  sets forth all the duties of Escrow Agent
with respect to any and all matters pertinent hereto.

6.      Successor Escrow Agent.

                 Escrow Agent (and any  successor  escrow agent) may at any time
resign as such by  delivering  the Escrow  Funds to any  successor  escrow agent
mutually  designated  by  Acquirors  and Seller in  writing,  or to any court of
competent  jurisdiction.  Escrow Agent may be removed by Acquirors and Seller by
signing and  delivering  to Escrow Agent a joint  directive  stating that Escrow
Agent has been removed and  designating a successor  Escrow Agent, in which case
Escrow Agent shall  promptly  deliver the Escrow Funds to the  successor  escrow
agent.  Escrow  Agent  shall  be  discharged  of and  from  any and all  further
obligations  arising in  connection  with this Escrow  Agreement  following  any
resignation  or removal  immediately  upon  delivery of the Escrow Funds to such
court or such successor escrow agent.

7.      Notices.

                 Any notices,  certificates or other communications  required or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given only if and when (i)  delivered by messenger  and  receipted  for, or (ii)
when  delivered and receipted  for by an overnight  mail service,  or (iii) when
delivered and receipted for by U.S.  certified  mail,  addressed in each case as
follows:

   If to Acquirors, to:

               QuickCREDIT Corp.
               4400 West Sample Road, Suite 228
               Coconut Creek, Florida 33073
               Attention: Van Saliba

     with a copy to:

               Smith, Gambrell & Russell, LLP
               1230 Peachtree Street, N.E.
               Suite 3100, Promenade II
               Atlanta, Georgia  30309
               Attention: W. Thomas King, Esquire

     If to Seller to:

               Keith Giordano
               1302 Woodhill Place
               Jacksonville, Florida 32256

     with a copy to:

               Glen Allen, Esquire
               353 E. Forsyth Street
               Jacksonville, Florida 32202

     If to Escrow Agent to:

               Glen Allen, Esquire
               353 E. Forsyth Street
               Jacksonville, Florida 32202


Any  address  set forth  above may be changed by notice  given  pursuant to this
Section 7.

8.      Miscellaneous.

(a) Any provision of this Escrow  Agreement which may be determined by any court
of competent  authority to be prohibited or  unenforceable  in any  jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability  without  invalidating the remaining  provisions hereof, and
any  such  prohibition  or   unenforceability  in  any  jurisdiction  shall  not
invalidate or render unenforceable such provision in any other jurisdiction.  It
is expressly understood,  however, that the parties hereto intend each and every
provision  of this  Escrow  Agreement  to be valid and  enforceable  and  hereby
knowingly waive all rights to object to any provision of this Escrow Agreement.

(b) This Escrow  Agreement shall be binding upon and inure solely to the benefit
of the parties hereto and their respective successors and permitted assigns, and
shall not be enforceable by or inure to the benefit of any third party. No party
may assign its rights or  obligations  under this Escrow  Agreement  without the
written consent of the other parties. In no event shall Escrow Agent be required
to act upon,  or be bound by, any  notice,  instruction,  confirmation  or other
communication  given by a person other than Acquirors or Seller nor shall Escrow
Agent be required to deliver the Escrow Funds to any person other than Acquirors
or Seller or a successor  escrow agent  designated  by  Acquirors  and Seller in
accordance with Paragraph 6.

(c) This Escrow  Agreement shall be construed in accordance with and governed by
the internal laws of the State of Florida.

(d) This Escrow Agreement constitutes the entire understanding among the parties
with respect to the subject  matter  hereof.  This Escrow  Agreement may only be
modified or terminated by a writing signed by all of the parties hereto,  and no
waiver  hereunder shall be effective unless in writing signed by the party to be
charged.

(e) The fees of Escrow Agent shall be paid 50% by  Acquirors  and 50% by Seller,
as and when  billed by Escrow  Agent in  accordance  with the  schedule  of fees
described on Exhibit "A" hereto.

(f) This Escrow Agreement may be executed in any number of counterparts, each of
which when so executed and  delivered  shall be deemed to be an original and all
of which  counterparts of this Escrow  Agreement taken together shall constitute
but one and the same instrument.

(g) A "business day" for purposes of this Agreement  shall mean any day on which
commercial banks in Ft. Lauderdale, Florida are open for regular business.

(h) The section  headings used herein are for  convenience of reference only and
shall not define or limit the provisions of this Escrow Agreement.


   IN WITNESS  WHEREOF,  the  parties  hereto  have duly  executed  this  Escrow
Agreement on the date first above written.

ACQUIRORS                                                       SELLER

TRIANGLE IMAGING GROUP, INC.



_________________________________________       ________________________________
By:  Vito A. Bellezza                           By: Keith Giordano
Title: Chairman of the Board of Directors
        and Chief Financial Officer

                                                ESCROW AGENT

_________________________________________
By:  Harold S. Fischer
Title: President                                ________________________________
                                                By: Glen Allen, Esquire


QUICKCREDIT CORP.



_________________________________________
By:  Van Saliba
Title: President



EJG ACQUISITION CORP.



_________________________________________
By:  Van Saliba
Title: President




<PAGE>



                                    EXHIBIT A

                          SCHEDULE OF ESCROW AGENT FEES


                  Annual Charge     $_____________



   Any  out-of-pocket  expenses,  or  extraordinary  fees  or  expenses  such as
attorneys  fees or messenger  costs,  are additional and are not included in the
above schedule.




<PAGE>





                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

                                  by and among:


              TRIANGLE IMAGING GROUP, INC., a Florida corporation,

                    QUICKCREDIT CORP., a Florida corporation,

                  FCB ACQUISITION CORP., a Florida corporation,

               FLORIDA CREDIT BUREAU, INC., a Florida corporation

                                       and

                 THE SHAREHOLDERS of FLORIDA CREDIT BUREAU, INC.


                            ________________________

                            Dated as of May 22, 1998
                            ________________________






<PAGE>



                  Table of Contents                                         Page

Section 1.        DESCRIPTION OF TRANSACTION...................................1
         1.1      Merger of FCB with FAC.......................................1
         1.2      Effect of Merger.............................................1
         1.3      Closing; Effective Time......................................2
         1.4      Articles of Incorporation and Bylaws;
                  Directors and Officers.......................................2
         1.5      Conversion of Shares.........................................2
         1.6      Closing of Transfer Books of FCB.............................2
         1.7      Exchange of Certificates.....................................3
         1.8      Merger Consideration.........................................4
         1.9      Right to Obligate Triangle to Repurchase Merger Shares.......5
         1.10     Tax Consequences.............................................6
         1.11     Further Action...............................................6

Section 2.        REPRESENTATIONS AND WARRANTIES OF
                  FCB AND THE SHAREHOLDERS.....................................6
         2.1      Due Organization and Qualification...........................6
         2.2      Capitalization...............................................7
         2.3      Options or Other Rights......................................7
         2.4      Subsidiaries and Investments.................................7
         2.5      Charter and Bylaws...........................................7
         2.6      Books and Records............................................8
         2.7      Authority; Binding Nature of Agreement.......................8
         2.8      Financial Statements.........................................9
         2.9      Absence of Undisclosed Liabilities...........................9
         2.10     Absence of Changes..........................................10
         2.11     Legal Proceedings; Orders...................................11
         2.12     Tax Matters.................................................12
         2.13     Title to Assets.............................................13
         2.14     Compliance with Legal Requirements..........................13
         2.15     Contracts...................................................13
         2.16     Leases......................................................15
         2.17     Intentionally Left Blank....................................15
         2.18     Fixed Assets................................................16
         2.19     Trade Names and Other Intangibles...........................16
         2.20     Suppliers and Customers.....................................16
         2.21     Payment of Wages and Salary.................................16
         2.22     Employee Benefit Plans......................................17
         2.23     Insurance...................................................18
         2.24     Environmental Matters.......................................19
         2.25     Officers, Directors and Key Employees.......................20
         2.26     Restrictive Documents.......................................20
         2.27     Licenses....................................................20
         2.28     Transactions with Affiliated Parties........................20
         2.29     Bank Accounts and Powers of Attorney........................20
         2.30     Warranties..................................................20
         2.31     Assets Complete.............................................21
         2.32     No Changes Prior to Closing Date............................21
         2.33     Disclosure..................................................21
         2.34     Broker's or Finder's Fees...................................21
         2.35     Copies of Documents.........................................22

Section 3.        REPRESENTATIONS AND WARRANTIES OF TRIANGLE,
                  QUICKCREDIT AND FAC.........................................22
         3.1      Due Organization and Qualification..........................22
         3.2      Charter and By-Laws.........................................22
         3.3      Authority; Binding Nature of Agreement......................22
         3.4      Legal Proceedings; Orders...................................23
         3.5      SEC Filings; Financial Statements...........................23
         3.6      Valid Issuance..............................................24
         3.7      Broker's or Finder's Fees...................................24
         3.8      Disclosure..................................................24

Section 4.        CERTAIN COVENANTS OF FCB AND THE SHAREHOLDERS...............24
         4.1      Access and Investigation....................................24
         4.2      Operation of the Business of FCB............................25
         4.3      Notification; Updates to Schedules..........................26
         4.4      Pooling of Interests........................................27
         4.5      No Negotiation..............................................27

Section 5.        ADDITIONAL COVENANTS OF THE PARTIES.........................28
         5.1      Filings and Consents........................................28
         5.2      Public Announcements........................................28
         5.3      Best Efforts................................................28
         5.4      Employment Agreements.......................................28
         5.5      Restrictive Covenants Agreements............................28
         5.6      Release.....................................................28
         5.7      Share Subscription Agreement................................29
         5.8      Termination of Employee Plans...............................29
         5.9      Software Assignment and License Agreement...................29
         5.10     National Telephone Service Collection Indemnity.............29

Section 6.        CONDITIONS PRECEDENT TO OBLIGATIONS OF TRIANGLE,
                  QUICKCREDIT AND FAC.........................................29
         6.1      Accuracy of Representations.................................29
         6.2      Performance of Covenants....................................29
         6.3      Consents....................................................29
         6.4      Agreements and Documents....................................30
         6.5      No Material Adverse Change..................................30
         6.6      Termination of Employee Plans...............................30
         6.7      Pooling Letter..............................................30
         6.8      Rule 506....................................................30
         6.9      No Restraints...............................................31
         6.10     No Legal Proceedings........................................31
         6.11     Completion of Due Diligence.................................31
         6.12     Certificates of Merger......................................31

Section 7.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
                  FCB AND THE SHAREHOLDERS....................................31
         7.1      Accuracy of Representations.................................31
         7.2      Performance of Covenants....................................31
         7.3      Consents....................................................31
         7.4      Release of Guaranty.........................................31
         7.5      Agreements and Documents....................................32
         7.6      Cash Consideration..........................................32
         7.9      No Restraints...............................................32
         7.10     Certificates of Merger......................................32

Section 8.        TERMINATION.................................................33
         8.1      Termination Events..........................................33
         8.2      Termination Procedures......................................33
         8.3      Effect of Termination.......................................34

Section 9.        INDEMNIFICATION, ETC........................................34
         9.1      Survival of Representations and Warranties..................34
         9.2      Shareholders' Indemnity Agreement...........................34
         9.3      Indemnity Agreement of QuickCREDIT and the
                  Surviving Corporation.......................................35
         9.4      Indemnification Procedure...................................36
         9.5      Pledge of Stock as Security.................................36
         9.6      Set-off.....................................................37

Section 10.       MISCELLANEOUS PROVISIONS....................................37
         10.1     Further Assurances..........................................37
         10.2     Fees and Expenses...........................................37
         10.3     Arbitration.................................................37
         10.4     Broker's and Finder's Fees..................................37
         10.5     Notices.....................................................38
         10.6     Time of the Essence.........................................39
         10.7     Headings....................................................39
         10.8     Counterparts................................................39
         10.9     Governing Law...............................................39
         10.10    Successors and Assigns......................................39
         10.11    Remedies Cumulative; Specific Performance...................39
         10.12    Waiver......................................................40
         10.13    Amendments..................................................40
         10.14    Severability................................................40
         10.15    Parties in Interest.........................................40
         10.16    Entire Agreement............................................40
         10.17    Construction................................................41


                                LIST OF EXHIBITS

Exhibit A         --       Shareholders of FCB
Exhibit B         --       Certain Definitions Used in this Agreement
Exhibit C         --       Directors and Officers of the Surviving Corporation
Exhibit D         --       Form of Assignment of Promissory Note
Exhibit E         --       Form of Assignment of Bank Accounts
Exhibit F         --       Form of Employment Agreement
Exhibit G         --       Form of Restrictive Covenants Agreement
Exhibit H         --       Form of Release
Exhibit I         --       Form of Share Subscription Agreement
Exhibit J         --       Form of Software Assignment and License Agreement
Exhibit K         --       Form of Opinion of Counsel to FCB
                           and the Shareholders
Exhibit L         --       Form of Opinion of Counsel to Triangle,
                           QuickCREDIT and FAC
Exhibit M         --       Form of Escrow Agreement


                                LIST OF SCHEDULES

Schedule 2.1         --       Due Organization and Qualification
Schedule 2.2         --       Capitalization
Schedule 2.3         --       Options or Other Rights
Schedule 2.5         --       Charter and Bylaws
Schedule 2.7         --       Authority; Binding Nature of Agreement
Schedule 2.8         --       Financial Statements
Schedule 2.9         --       Absence of Undisclosed Liabilities
Schedule 2.10        --       Absence of Changes
Schedule 2.11        --       Legal Proceedings; Orders
Schedule 2.12        --       Tax Matters
Schedule 2.13        --       Title to Assets
Schedule 2.14        --       Compliance with Legal Requirements
Schedule 2.15        --       Contracts
Schedule 2.16        --       Leases
Schedule 2.18        --       Fixed Assets
Schedule 2.19        --       Trade Names and Other Intangibles
Schedule 2.20        --       Suppliers and Customers
Schedule 2.22        --       Employee Benefit Plans
Schedule 2.23        --       Insurance
Schedule 2.24        --       Environmental Matters
Schedule 2.25        --       Officers, Directors and Key Employees
Schedule 2.27        --       Licenses
Schedule 2.28        --       Transactions with Affiliated Parties
Schedule 2.29        --       Bank Accounts and Powers of Attorney
Schedule 2.30        --       Warranties

Schedule 3.2         --       Charter and Bylaws
Schedule 3.4         --       Legal Proceedings; Orders




<PAGE>




                AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

         THIS  AGREEMENT  AND  PLAN OF  MERGER  AND  REORGANIZATION  is made and
entered into as of this 22nd day of May,  1998,  by and among  TRIANGLE  IMAGING
GROUP, INC., a Florida  corporation  ("Triangle");  QUICKCREDIT CORP., a Florida
corporation  and a  wholly-owned  subsidiary  of Triangle  ("QuickCREDIT");  FCB
Acquisition  Corp.,  a  Florida  corporation  and  wholly-owned   subsidiary  of
QuickCREDIT ("FAC"); FLORIDA CREDIT BUREAU, INC., a Florida corporation ("FCB"),
and the shareholders of FCB,  individual  residents of the State of Florida (the
"Shareholders").  Each  of  the  Shareholders  and  their  respective  ownership
interests in FCB are set forth in Exhibit A. Certain  capitalized  terms used in
this Agreement are defined in Exhibit B.

                                    RECITALS:

         A. The parties  intend to effect a merger of FCB with and into FAC (the
"Merger") in accordance with this Agreement and the Florida Business Corporation
Act (the "FBCA").  Upon consummation of the Merger, FCB will cease to exist, and
FAC will continue to exist as the surviving corporation of the Merger.

         B. It is intended that the Merger qualify as a tax-free  reorganization
within the meaning of Section 368(a) of the Code.

         C. This  Agreement  has been  adopted and  approved  by the  respective
boards of directors of Triangle,  QuickCREDIT and FAC and the board of directors
of FCB and the Shareholders.

         D. The  capitalization  of FCB consists of 500 shares of voting  common
stock, $1.00 par value per share, of which 100 shares are issued and outstanding
(the "FCB Common Stock").

         E.  It is  intended  that  the  Merger  be  treated  as a  "pooling  of
interests" under generally accepted accounting principles and SEC rules.


                                   AGREEMENT:

         The parties to this Agreement agree as follows:

Section 1.        DESCRIPTION OF TRANSACTION

1.1 Merger of FCB with FAC.  Upon the terms and  subject to the  conditions  set
forth in this  Agreement,  at the Effective  Time,  FCB shall be merged with and
into FAC, and the separate  existence of FAC shall cease.  FAC will  continue as
the surviving corporation in the Merger (the "Surviving Corporation").

1.2  Effect of  Merger.  The Merger  shall  have the  effects  set forth in this
Agreement and in the applicable provisions of the FBCA.

1.3 Closing;  Effective Time. The consummation of the transactions  contemplated
by  this  Agreement  (the  "Closing")   shall  take  place  at  the  offices  of
QuickCREDIT,  4400 West Sample Road, Suite 228, Coconut Creek, Florida 33073, at
1:00 p.m.  local  time on May 22,  1998,  or at such  other  time and date on or
before May 31, 1998 as the  parties  shall  designate  (the  "Scheduled  Closing
Time"; the date on which the Closing actually takes place is referred to in this
Agreement  as the  "Closing  Date").  Contemporaneously  with or as  promptly as
practicable after the Closing,  a properly  executed  certificate of merger (the
"Certificate  of  Merger")  for the  merger of FCB with FAC,  conforming  to the
requirements  of the FBCA,  shall be filed  with the  Secretary  of State of the
State of Florida (the "Secretary of State"). The Merger shall take effect at the
time such  Certificate  of  Merger is filed  with the  Secretary  of State  (the
"Effective Time").

1.4 Articles of  Incorporation  and Bylaws;  Directors and Officers.  Unless the
parties agree otherwise prior to the Effective Time:

     (a) the Articles of  Incorporation of FAC shall continue as the Articles of
Incorporation of the Surviving Corporation;

     (b) the  Bylaws  of FAC  shall  continue  as the  Bylaws  of the  Surviving
Corporation;

(c) the directors and officers of the Surviving  Corporation  immediately  after
the Effective Time shall be the individuals identified on Exhibit C; and

(d) the Surviving  Corporation  shall change its name to Florida  Credit Bureau,
Inc. promptly after the Closing.

1.5       Conversion of Shares.

         Subject to Section  1.7 of this  Agreement,  on the  Closing  Date,  by
virtue of the Merger and  without any  further  action on the part of  Triangle,
QuickCREDIT, FCB or any Shareholder,  each share of FCB Common Stock outstanding
immediately  prior  to the  Closing  Date  shall be  canceled  and  retired  and
converted  into the right to  receive a pro rata share of the  aggregate  Merger
Consideration described in Section 1.8 of this Agreement.

1.6  Closing of  Transfer  Books of FCB.  On the  Closing  Date,  the holders of
certificates  representing  shares of FCB  Common  Stock  that were  outstanding
immediately  prior to the Closing shall cease to have any rights as shareholders
of FCB, and the stock  transfer books of FCB shall be closed with respect to all
shares of such FCB Common Stock outstanding immediately prior to the Closing. No
further  transfer  of any such  shares of capital  stock of FCB shall be made on
such stock  transfer  books after the Closing.  If,  after the Closing,  a valid
certificate  previously  representing  any of such shares of FCB Common Stock (a
"FCB Stock Certificate") is presented to QuickCREDIT, such FCB Stock Certificate
shall be  canceled  and shall be  exchanged  as  provided in Section 1.7 of this
Agreement.

1.7       Exchange of Certificates.

(a) Each  Shareholder,  at the Closing or as soon  thereafter as is practicable,
shall surrender his or her respective FCB Stock  Certificate(s)  to QuickCREDIT,
together with such transmittal  documents as QuickCREDIT may reasonably require,
and QuickCREDIT  shall deliver or cause Triangle to deliver to such  Shareholder
such Shareholder's pro rata share of the aggregate Merger  Consideration,  to be
paid at Closing pursuant to, and as provided in, Section 1.8 of this Agreement.

(b) No  fractional  shares  of  common  stock  of  Triangle,  $.0001  par  value
("Triangle Common Stock") shall be issued in connection with the Merger,  and no
certificates  for any such  fractional  shares shall be issued.  In lieu of such
fractional  shares, any Shareholder who would otherwise be entitled to receive a
fraction of a share of Triangle  Common Stock (after  aggregating all fractional
shares of Triangle Common Stock issuable to such holder) shall receive shares of
Triangle  Common Stock rounded upward or downward to the nearest whole number of
shares.

(c) Until  surrendered  as  contemplated  by this  Section  1.7,  each FCB Stock
Certificate shall be deemed,  from and after the Closing,  to represent only the
right to receive a pro rata share of the Merger Consideration.  If any FCB Stock
Certificate  shall have been lost,  stolen or  destroyed,  Triangle  may, in its
discretion  and as a condition  precedent  to the  issuance  of any  certificate
representing  Triangle Common Stock,  require the owner of such lost,  stolen or
destroyed  FCB Stock  Certificate,  to provide an  appropriate  affidavit and to
deliver a bond (in such sum as  Triangle  may  reasonably  direct) as  indemnity
against any claim that may be made  against  Triangle  with  respect to such FCB
Stock Certificate.

(d) The shares of  Triangle  Common  Stock to be issued in the  Merger  shall be
characterized  as  "restricted  securities"  for  purposes of Rule 144 under the
Securities Act, and each certificate  representing any of such shares shall bear
a legend  identical or similar in effect to the following  legend (together with
any other legend or legends  required by  applicable  state  securities  laws or
otherwise):

                  THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED
UNDER THE FEDERAL  SECURITIES ACT OF 1933, (THE "FEDERAL ACT") OR THE SECURITIES
LAWS OF ANY STATE (THE "STATE  LAWS") AND MAY NOT BE OFFERED,  SOLD OR OTHERWISE
TRANSFERRED,  ASSIGNED,  PLEDGED OR  HYPOTHECATED  EXCEPT IF, IN THE  OPINION OF
COUNSEL TO TRIANGLE, SUCH SALE OR TRANSFER WOULD BE (1) PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE FEDERAL ACT OR PURSUANT TO AN EXEMPTION  FROM
SUCH  REGISTRATION;  AND (2) IN A TRANSACTION  WHICH IS EXEMPT UNDER  APPLICABLE
STATE LAWS, OR PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER APPLICABLE
STATE LAWS OR IN A TRANSACTION  WHICH IS OTHERWISE IN COMPLIANCE WITH APPLICABLE
STATE LAWS.

(e) QuickCREDIT  shall be entitled to deduct and withhold from any consideration
payable or otherwise  deliverable  to any holder or former  holder of FCB Common
Stock  pursuant to this  Agreement  such amounts as  QuickCREDIT  is required to
deduct or withhold  therefrom  under the Code or under any  provision  of state,
local or  foreign  tax law.  To the  extent  such  amounts  are so  deducted  or
withheld, such amounts shall be treated for all purposes under this Agreement as
having been paid to the Person to whom such amounts  would  otherwise  have been
paid.

(f) Neither  QuickCREDIT  nor  Triangle  shall be liable to any holder or former
holder of FCB Common Stock for any shares of Triangle Common Stock (or dividends
or distributions  with respect thereto),  or for any cash amounts,  delivered to
any public official pursuant to any applicable  abandoned  property,  escheat or
similar law.

1.8  Merger  Consideration.  The  aggregate  consideration  to be  delivered  by
QuickCREDIT  to the  Shareholders  in full  consideration  for the  Merger  (the
"Merger Consideration") shall be:

(i) a cash payment of One Hundred Fifty Thousand and no/100s Dollars  ($150,000)
to be  delivered  at  Closing  or, if later,  upon the  surrender  of all of the
outstanding shares of FCB Common Stock;

(ii) Fifty  Thousand  (50,000)  shares of  Triangle  Common  Stock (the  "Merger
Shares"),  represented by share  certificates  each  evidencing  5,000 shares of
Triangle  Common Stock,  to be delivered by Triangle (or its transfer  agent) as
soon  as is  practicable  following  the  date  of the  surrender  of all of the
outstanding  shares  of FCB  Common  Stock,  20,000  shares  of  which  shall be
delivered by Triangle (or its transfer  agent) to Lawrence H. Katz,  Attorney at
Law, P.A., a Florida  Professional  Association,  as escrow agent, to be held in
escrow pursuant to Section 9.5 of this Agreement (the "Escrow Shares");

(iii) the assignment by FAC to the Shareholders of that certain  promissory note
(the  "Promissory  Note") dated April 4, 1998,  by and between FCB and Financial
Resource Systems, Inc., a Florida corporation,  in the original principal amount
of $32,000,  such  assignment to be in the form of Exhibit D attached hereto and
to be made at Closing or, if later, upon the surrender of all of the outstanding
shares of FCB Common Stock;

(iv) a cash payment to be made as soon as  practicable  following the date which
is the 90th day immediately  following the Closing Date (the "Payment Date"), in
an amount which is equal to (1) the aggregate of the accounts  receivable of FCB
("FCB Receivables") that are (x) in existence at 5:00 p.m. on the day before the
Closing  Date and (y)  actually  collected  by FAC ("FAC  Receipts")  during the
period beginning on the Closing Date and ending on the Payment Date less (2) all
accounts payable and other overhead expenses of FCB existing at 5:00 p.m. on the
day before the Closing Date ("FCB Expenses");  provided that all FCB Receivables
remaining  on the  Payment  Date shall be  written  off by FAC and  assigned  to
Shareholders  and all FCB  Expenses  which have not been  charged,  invoiced  or
otherwise presented to FAC prior to the Payment Date shall become the obligation
of FAC on the Payment Date.  The parties  hereto agree that on or about June 30,
1998, the parties shall  determine the dollar amount of the FCB Expenses and FCB
Receipts which existed,  as of 5:00 p.m. on the day before the Closing Date (for
the purpose of  estimating  the amount by which the FCB Receipts  expected to be
collected by the Payment  Date will  exceed,  or fall short of, the FCB Expenses
expected to be billed or otherwise  invoiced to FCB prior to the Payment  Date).
The  Surviving  Corporation  further  agrees that on the  Payment  Date it shall
provide  to the  Shareholders  an  accounting  of the  dollar  amount of the FCB
Expenses  paid and FCB Receipts  collected,  during the period  beginning on the
Closing Date and ending on the Payment  Date, to be used to determine the amount
of the cash  payment,  if any, to be delivered to the  Shareholders  pursuant to
this Section 1.8(iv); and

(v) the  assignment  by FAC to the  Shareholders  of  FCB's  Operating  Account,
account  number  016604003538,  and FCB's Money Market  Account,  account number
01606018916 (which accounts are maintained at Huntington Bank, 253 North Orlando
Avenue, Maitland, Florida 32751), such assignment to be in the form of Exhibit E
attached  hereto and to be made at Closing or, if later,  upon the  surrender of
all of the outstanding shares of FCB Common Stock.

1.9 Right to Obligate  Triangle to  Repurchase  Merger  Shares.  From the period
beginning on the date which is the 366th day  immediately  following the Closing
Date and  ending on the day which is the 730th  day  immediately  following  the
Closing Date (the "Put Option Period"), the Shareholders shall have the right to
require  Triangle to purchase all or any portion of the Merger  Shares (the "Put
Option") at a purchase price of $3.00 per share (the "Repurchase  Price") if, at
any time during the Put Option Period, the bid price of Triangle Common Stock is
less than  $3.00 per share for five (5) or more  consecutive  trading  days (the
"Triggering  Event");  provided,  however,  that the  Repurchase  Price shall be
reduced by the amount of any cash dividends paid to the Shareholders  during the
Put Option Period and shall be proportionately adjusted in the event of a change
in the number of shares of Triangle Common Stock issued and  outstanding  during
the  Put  Option  Period  as  a  result  of  a  stock  split,   stock  dividend,
recapitalization,  reclassification  or similar transaction with respect to such
Triangle Common Stock.  The  Shareholders  may exercise the Put Option by giving
written notice of such  intention of exercise to Triangle  indicating the number
of shares to be  repurchased by Triangle (the  "Exercise  Notice"),  at any time
following the occurrence of the  Triggering  Event up to and including the fifth
business day following  the last day of the Put Option  Period.  Within  fifteen
(15) business days following receipt by Triangle of the Exercise Notice, subject
to  confirmation  by Triangle of the occurrence of a Triggering  Event,  (i) the
Shareholders  exercising their Put Option shall deliver to Triangle certificates
representing  the number of shares of Triangle Common Stock to be repurchased by
Triangle,  as indicated  in the  Exercise  Notice,  duly  endorsed in blank,  or
accompanied by stock powers duly endorsed in blank, with all necessary  transfer
tax and other revenue stamps acquired at the Shareholders' expense,  affixed and
canceled,  and (ii) Triangle shall deliver to each exercising Shareholder a cash
payment in the amount determined by multiplying the number of shares of Triangle
Common  Stock  to be  repurchased  by  Triangle  from  such  Shareholder  by the
Repurchase  Price,  as reduced or  adjusted  pursuant  to this  Section 1.9 (the
"Repurchase Payment"); provided, however, that Triangle shall not be required to
deliver that portion of any Repurchase  Payment  attributable to the exercise of
the Put Option with respect to any Escrow  Shares,  unless and until the release
of such Escrow  Shares from  escrow in  accordance  with the terms of the Escrow
Agreement  referenced in Section 9.5 of this Agreement,  at which time, upon the
tender of share  certificates  duly endorsed in blank, or accompanied by a stock
power duly endorsed in blank,  with all necessary revenue stamps acquired at the
exercising shareholders' expense, affixed and canceled,  evidencing the Escrowed
Shares  to be  repurchased,  Triangle  shall  be  required  to  deliver  to each
exercising  Shareholder a cash payment  determined by multiplying the Repurchase
Price,  as reduced or adjusted  pursuant to this Section 1.9 at the time of such
payment,  by the lesser of (x) the  number of shares of  Triangle  Common  Stock
requested by each such Shareholder to be repurchased  pursuant to the applicable
Exercise  Notice  or (y) the  number of Escrow  Shares  to be  released  to such
Shareholder from escrow,  as determined in accordance to the terms of the Escrow
Agreement  referenced  in Section 9.5 of this  Agreement.  The Put Option rights
granted to each Shareholder pursuant to this Section 1.9 shall be exercisable by
each  respective  Shareholder  during  his  or her  lifetime  and  shall  not be
transferrable  or  assignable  except  by  will,  or the  laws  of  descent  and
distribution.

1.10 Tax Consequences.  For federal income tax purposes,  the Merger is intended
to  constitute a  reorganization  within the meaning of Section 368 of the Code.
The  parties  to this  Agreement  hereby  adopt  this  Agreement  as a "plan  of
reorganization"  within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the
United States Treasury Regulations.

1.11  Further  Action.  If, at any time after the  Effective  Time,  any further
action is determined by Triangle,  QuickCREDIT or FAC to be reasonably necessary
or  desirable  to carry out the  purposes of this  Agreement or to vest FAC with
full right,  title and  possession of and to all rights and property of FCB, the
officers  and  directors  of  Triangle,  QuickCREDIT  and  FAC  shall  be  fully
authorized (in the name of FCB and otherwise) to take such action.


Section 2.        REPRESENTATIONS AND WARRANTIES OF FCB AND THE SHAREHOLDERS

         As an  inducement to Triangle,  QuickCREDIT  and FAC to enter into this
Agreement and to consummate the transactions  contemplated  hereby, and with the
knowledge that Triangle, QuickCREDIT and FAC shall rely thereon, FCB and each of
the  Shareholders,  jointly and severally,  represents and warrants to Triangle,
QuickCREDIT  And FAC the  following  (both as of the Closing  Date and as of the
date hereof):

2.1 Due Organization and Qualification.  FCB is a corporation duly organized and
validly existing under the laws of the State of Florida, has made all filings as
required under applicable filing and annual registration  provisions of the FBCA
and has paid all filing fees due and payable  thereunder.  FCB has all necessary
corporate  power and lawful  authority  to conduct its business in the manner in
which its business is currently  being conducted and to own or lease and use its
assets in the manner in which it now owns, leases or uses its assets. FCB is not
qualified or otherwise authorized to do business as a foreign corporation in any
jurisdiction  other than the  jurisdictions  identified  in Schedule 2.1 annexed
hereto,   which   jurisdictions  are  the  only   jurisdictions  in  which  such
qualification  or  authorization  is  required  by law.  Except  as set forth on
Schedule  2.1  annexed  hereto,  FCB does not file and is not  required  to file
franchise,  income or other tax returns in any other jurisdiction based upon the
ownership or use of property therein or the conduct of business or derivation of
income  therefrom.  FCB does not own or lease  property or maintain any resident
employee in any jurisdiction  other than the jurisdictions set forth on Schedule
2.1 annexed hereto.

2.2 Capitalization. The title, par value, number of authorized shares and number
of issued  and  outstanding  shares of  capital  stock of FCB are  described  on
Schedule 2.2 annexed  hereto.  No other class of capital  stock of FCB is issued
and outstanding and there are no shares of capital stock held in FCB's treasury.
All of the issued  and  outstanding  shares of FCB  Common  Stock have been duly
authorized and validly issued and are fully paid and non-assessable.  The Shares
of capital stock of FCB owned of record and beneficially by each FCB shareholder
and the residence  address of each such shareholder is set forth on Schedule 2.2
annexed hereto.  Except as set forth on Schedule 2.2 no person or entity has, or
ever has had, any ownership interest in the property,  capital stock,  assets or
business of FCB.

2.3 Options or Other Rights. Except as described on Schedule 2.3 annexed hereto,
there is no (i) outstanding  subscription,  option,  call, warrant,  unsatisfied
preemptive  right,  commitment,  conversion right or other agreement or right of
any kind  pursuant  to which any Person has the right or option  (whether or not
currently  exercisable) to acquire,  or otherwise relating to, any shares of the
capital  stock  or  any  other  security  of  FCB;  (ii)  outstanding  security,
instrument or obligation that is or may become  convertible into or exchangeable
for any shares of the capital stock or any other security of FCB; (iii) contract
under which FCB is or may become obligated to sell or otherwise issue any shares
of its capital stock or any other securities;  or (iv) condition or circumstance
that may give rise to or  provide a basis  for the  assertion  of a claim by any
Person to the effect  that such  Person is  entitled  to acquire or receive  any
shares  of  capital  stock or other  securities  of FCB.  Except as set forth in
Schedule 2.3 annexed hereto,  FCB has never issued or granted any option,  call,
warrant or right to acquire, or otherwise relating to, any shares of its capital
stock or other securities.

2.4 Subsidiaries and Investments. FCB has no subsidiaries,  and has never owned,
beneficially or otherwise,  any shares or other  securities of, or any direct or
indirect interest of any nature in, any Entity.

2.5 Charter and Bylaws.  Schedule 2.5 annexed hereto contains true,  correct and
complete  copies of (a) the  articles of  incorporation  of FCB,  including  all
amendments  thereto  (certified  by the  Secretary  of  State  of the  State  of
Florida), and (b) the bylaws of FCB, including all amendments thereto (certified
by the secretary or other executive officer of FCB).

2.6 Books and Records.  The corporate  minute books,  stock  certificate  books,
stock  registers  and  other  corporate  records  of FCB are true,  correct  and
complete in all material respects, and the signatures appearing on all documents
contained  therein are the true  signatures  of the persons  purporting  to have
signed the same.  The  corporate  minute  books of FCB contain true and complete
records of all of the  meetings  and other  proceedings  (including  any actions
taken by  written  consent  or  otherwise  without  a  meeting)  of the board of
directors  of FCB,  any  committee  of the  board  of  directors  of FCB and the
shareholders  of FCB  since  the  date  of  incorporation  of FCB.  All  actions
reflected  in said books and records were duly and validly  taken in  compliance
with all Legal  Requirements  applicable  to such matters and the  provisions of
FCB's articles of incorporation or bylaws or of any resolution  adopted by FCB's
shareholders,  FCB's  board of  directors  or any  committee  of FCB's  board of
directors.  None of FCB's records,  systems,  controls,  data or information are
recorded,  stored,  maintained or operated by, or otherwise are wholly or partly
dependent  upon  or  held  by,  any  person,  entity  or  media  (including  any
electronic,  mechanical  or  photographic  process)  which  are  not  under  the
exclusive ownership and direct control (including all means of access) of FCB.

2.7               Authority; Binding Nature of Agreement.

(a) Each of the  Shareholders  has the full power and legal  capacity to execute
and  deliver  the  Shareholder   Documents  and  to  perform  their   respective
obligations  under  this  Agreement.  Each of the  Shareholder  Documents,  when
executed, will constitute a valid and binding agreement of the Shareholder which
is a party thereto,  enforceable against such Shareholder in accordance with its
terms.

(b) The execution, delivery and performance by FCB of the FCB Documents has been
duly  authorized  by all  necessary  action  on the part of FCB and its board of
directors and  shareholders.  Each of the FCB  Documents,  when  executed,  will
constitute the legal, valid and binding obligation of FCB,  enforceable  against
FCB in accordance with its terms.

(c)  Except  as  described  in  Schedule   2.7  annexed   hereto,   no  consent,
authorization or approval of, or declaration,  filing or registration  with, any
Governmental  Body, or any Consent of any other Person, is necessary in order to
enable  the  Shareholders  or FCB to enter  into and  perform  their  respective
obligations  under the Shareholder  Documents or FCB Documents,  and neither the
execution  and delivery of the  Shareholder  Documents or FCB  Documents nor the
consummation of the transactions contemplated thereby will:

(i) conflict  with,  require any consent  under,  result in the violation of, or
constitute a breach of any provision of the articles of  incorporation or bylaws
of FCB;

(ii)  conflict  with,  require any Consent  under,  result in the  violation of,
constitute  a breach  of or a  default  under,  or  accelerate  the  performance
required on the part of the Shareholders or FCB by the terms of, any evidence of
indebtedness  or Contract to which the  Shareholders  or FCB is a party, in each
case with or without notice or lapse of time or both,  including any evidence of
Encumbrance to which any property  either of FCB or FCB Common Stock is subject,
or permit the termination of any such Contract by another Person;

(iii)  result  in the  creation  or  imposition  of  any  Encumbrance  upon,  or
restriction  on the use of, any  property  or assets of FCB or FCB Common  Stock
under any Contract to which either FCB or the Shareholders are bound;

(iv) accelerate,  or constitute an event entitling, or which would, on notice or
lapse of time or both,  entitle  the  holder of any  indebtedness  of FCB or the
Shareholders to accelerate the maturity of any such indebtedness;

(v) conflict with or result in the breach or violation of any Legal  Requirement
that is binding on either FCB or the Shareholders; or

(vi) violate or cause any revocation of or limitation on any Permit of FCB.

2.8               Financial Statements.

(a)  FCB  has  delivered  to  QuickCREDIT  copies  of  the  following  financial
statements (collectively, the "FCB Financial Statements"):

     (i) the income statements of FCB for the fiscal years ended on December 31,
1996 and 1997 and for the quarter ended March 31, 1998; and

(ii) the unaudited  balance sheet of FCB (the  "Unaudited  Balance Sheet") as of
March 31, 1998 (the "Balance Sheet Date").

(b) Copies of the FCB Financial  Statements  are annexed hereto as Schedule 2.8.
The FCB  Financial  Statements  have been prepared from the books and records of
FCB in accordance with generally  accepted  accounting  principles  applied on a
consistent basis throughout the periods  covered.  The FCB Financial  Statements
present fairly the financial condition of FCB as of the respective dates thereof
and the results of  operations  of FCB for the  periods  covered  thereby,  and,
except as  indicated  therein,  reflect  all  claims  against  and all debts and
liabilities of FCB, whether fixed or contingent, as of the dates thereof.

2.9  Absence  of  Undisclosed  Liabilities.  All  liabilities,   commitments  or
obligations of FCB with respect to FCB's business  (whether secured or unsecured
and whether accrued, absolute,  contingent,  direct or indirect or otherwise and
whether due or to become due) are set forth or  adequately  reserved  against in
the FCB Financial Statements,  except for commercial liabilities and obligations
incurred  since the Balance  Sheet Date in the  ordinary  course of business and
consistent  with past  practice  and none of which  has or will have a  material
adverse effect on the business,  financial condition or results of operations of
FCB's  business.  The total of all  liabilities  in respect of accounts  payable
incurred in the ordinary course of business (i.e.,  invoices received,  approved
and authorized  for payment) of FCB as set forth on Schedule 2.9.  Except as and
to the extent described in the FCB Financial Statements, FCB has no knowledge of
any basis for the  assertion  against  FCB's  business  or the  business  of any
predecessor to FCB of any liability, and there are no circumstances, conditions,
happenings,  events or arrangements,  contractual or otherwise, which may likely
give rise to liabilities, except commercial liabilities and obligations incurred
in the ordinary course of business and consistent with past practice.

2.10 Absence of Changes. Except as set forth in Schedule 2.10 annexed hereto and
since the Balance Sheet Date:

(a) there has not been any material adverse change in FCB's business, condition,
assets,  liabilities,  operations,  financial  performance or prospects,  and no
event has  occurred  that will,  or could  reasonably  be  expected  to,  have a
Material Adverse Effect on FCB;

(b) there has not been any  material  loss,  damage  or  destruction  to, or any
material interruption in the use of, any of FCB's assets (whether or not covered
by insurance);

(c) FCB has not  declared,  accrued,  set aside or paid any dividend or made any
other  distribution  in  respect of any  shares of  capital  stock,  and has not
repurchased,  redeemed or otherwise  reacquired  any shares of capital  stock or
other securities;

(d) FCB has not sold, issued or authorized the issuance of (i) any capital stock
or other  security,  (ii) any  option,  call,  warrant or right to  acquire,  or
otherwise  relating to, any capital  stock or any other  security,  or (iii) any
instrument  convertible  into or  exchangeable  for any  capital  stock or other
security;

(e) there has been no amendment to FCB's  articles of  incorporation  or bylaws,
and FCB has  not  effected  or  been a  party  to any  Acquisition  Transaction,
recapitalization,  reclassification of shares,  stock split, reverse stock split
or similar transaction;

(f) FCB has not formed any  subsidiary or acquired any equity  interest or other
interest in any other Entity;

(g) FCB has not made any  capital  expenditure  which,  when  added to all other
capital expenditures made by FCB, exceeds $5,000 in the aggregate;

(h) FCB has not (i) entered into or permitted any of the assets owned or used by
it to become bound by any Contract,  or (ii) amended or prematurely  terminated,
or waived any material right or remedy under, any Contract to which it is or was
party or under which it has or has had any rights or obligations;

(i) FCB has not (i)  acquired,  leased or licensed any right or other asset from
any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any
right or other asset to any other Person,  or (iii) waived or  relinquished  any
right, except for immaterial rights or other immaterial assets acquired, leased,
licensed or disposed of in the ordinary  course of business and consistent  with
FCB's past practices;

(j) FCB has not made any pledge of any of its assets or otherwise  permitted any
of its  assets to become  subject  to any  Encumbrance,  except  for  pledges of
immaterial  assets made in the ordinary  course of business and consistent  with
FCB's past practices;

(k) FCB has not (i) lent money to any Person, or (ii) incurred or guaranteed any
indebtedness for borrowed money;

(l) FCB has not (i)  established,  adopted  or amended  any Plan,  (ii) paid any
bonus or made any  profit-sharing or similar payment to, or increased the amount
of the wages,  salary,  commissions,  fringe  benefits or other  compensation or
remuneration payable to, any of its directors,  officers or employees,  or (iii)
hired any new employee;

     (m) FCB has not  changed  any of its methods of  accounting  or  accounting
practices in any respect;

(n)               FCB has not made any Tax election;

     (o) FCB has not  commenced or settled,  whether or not commenced by it, any
Legal Proceeding;

(p) FCB has not  entered  into  any  material  transaction  or taken  any  other
material action outside the ordinary course of business or inconsistent with its
past practices; and

(q) FCB has not agreed or  committed  to take any of the actions  referred to in
clauses "(c)" through "(p)" above.

2.11              Legal Proceedings; Orders.

(a) Except as set forth in Schedule  2.11  annexed  hereto,  there is no pending
Legal Proceeding,  and, to the knowledge of FCB and the Shareholders,  no Person
has threatened to commence any Legal Proceeding, (i) that involves FCB or any of
the assets owned or used by FCB; or (ii) that  challenges,  or that may have the
effect of preventing,  delaying,  making illegal or otherwise  interfering with,
the Merger or any of the other transactions  contemplated by this Agreement.  To
the knowledge of FCB and the Shareholders,  except as set forth in Schedule 2.11
annexed hereto, no event has occurred,  and no claim, dispute or other condition
or circumstance exists, that will, or that could reasonably be expected to, give
rise to or serve as a basis for the commencement of any such Legal Proceeding.

(b) There is no order, writ, injunction, judgment or decree to which FCB, or any
of the assets owned or used by FCB, are subject.  Neither the  Shareholders  nor
FCB is subject to any order, writ,  injunction,  judgment or decree that relates
to FCB's business or to any of the assets owned or used by FCB. To the knowledge
of FCB and the  Shareholders,  no officer or other employee of FCB is subject to
any order, writ,  injunction,  judgment or decree that prohibits such officer or
other employee from engaging in or continuing any conduct,  activity or practice
relating to FCB's business.

2.12              Tax Matters.

(a) All Tax  Returns  required  to be  filed  by or on  behalf  of FCB  with any
Governmental  Body with  respect to any  transaction  occurring  or any  taxable
period  ending on or before the Closing Date (i) have been or will be filed when
due and  (ii)  have  been,  or will be when  filed,  accurately  and  completely
prepared in compliance with all applicable Legal Requirements. All Taxes owed by
FCB (whether or not shown on any Tax Return) have been paid. Except as set forth
on Schedule 2.12 annexed  hereto,  FCB is not currently the  beneficiary  of any
extension  of time within  which to file any Tax Return.  No claim has ever been
made by a  Governmental  Body in a  jurisdiction  where  FCB  does  not file Tax
Returns  that FCB is or may be subject to taxation by that  jurisdiction.  There
are no  Encumbrances  on any of the assets of FCB that arose in connection  with
any failure (or alleged failure) to pay any Tax.

(b) FCB has withheld and paid all Taxes  required to have been withheld and paid
by it in  connection  with  amounts paid or owing to any  employee,  independent
contractor, creditor, stockholder or other Person.

(c) None of the  Shareholders or any  Representative  of FCB (or any employee of
FCB  responsible  for Tax matters) has any reason to believe that any  authority
may assess any  additional  Taxes for any period for which Tax Returns have been
filed.  There is no dispute or claim  concerning any Tax liability of FCB either
(i)  claimed  or  raised by any  authority  in  writing  or (ii) as to which any
Shareholder  (or any employee of FCB responsible for Tax matters) has knowledge.
Schedule 2.12 annexed hereto lists all federal, state, local, and foreign income
Tax  Returns  filed with  respect to FCB for taxable  periods  ended on or after
December  31, 1994 and  indicates  those Tax Returns  that have been audited and
those Tax Returns that currently are the subject of an audit.  FCB has delivered
to  QuickCREDIT  correct and complete  copies of all federal income Tax Returns,
examination reports,  and statements of deficiencies  assessed against or agreed
to by FCB since December 31, 1994.

(d) FCB has not waived any statute of  limitations in respect of Taxes or agreed
to any extension of time with respect to a Tax assessment or deficiency.

(e) FCB has not (i)  applied  for any tax ruling,  (ii)  entered  into a closing
agreement with any taxing authority, (iii) made any payments, or been a party to
an agreement  (including  this  Agreement)  that under any  circumstances  could
obligate it to make payments that will not be deductible because of Section 280G
of the  Code,  or  (iv)  been a  party  to any  tax  allocation  or tax  sharing
agreement.  FCB has no  liability  for the Taxes of any Person or Entity  (other
than FCB)  under Reg.  ss.1.1502-6  (or any  similar  Legal  Requirement),  as a
transferee or successor, by contract, or otherwise.

(f) The unpaid  Taxes of FCB (i) did not, as of the Balance  Sheet Date,  exceed
the reserve for Tax  liability  (rather  than any  reserve  for  deferred  Taxes
established to reflect timing differences between book and Tax income) set forth
on the face of the Unaudited  Balance  Sheet (rather than in any notes  thereto)
and (ii) do not exceed that  reserve as adjusted for the passage of time through
the  Closing  Date in  accordance  with the past  custom and  practice of FCB in
filing its Tax Returns.

2.13  Title  to  Assets.  FCB has good and  valid  title to all of its  material
properties  and  assets  (both  tangible  and  intangible),   including  without
limitation,  all properties and assets shown on the Unaudited  Balance Sheet and
all properties  and assets  purchased or acquired by FCB since the Balance Sheet
Date;  in each case  subject to no  Encumbrances,  except  for (i)  Encumbrances
reflected  on the  Unaudited  Balance  Sheet,  (ii)  liens  for  current  taxes,
assessments  or  governmental  charges  or  levies  on  property  not yet due or
delinquent  and (iii)  Encumbrances  described on Schedule  2.13 annexed  hereto
("Permitted  Liens").  Except for software  licenses  described in Schedule 2.15
annexed hereto,  or leases of real and personal  property  described in Schedule
2.16, FCB owns outright and is in exclusive possession of all assets, properties
or rights currently used in its business.

2.14  Compliance with Legal  Requirements.  Except as described on Schedule 2.14
annexed hereto,  FCB is not in violation of any Legal Requirement  applicable to
the business of FCB. Without limiting the generality of the foregoing, except as
described on Schedule 2.14 annexed hereto,  (i) there is not pending,  or to the
knowledge  of  FCB or  the  Shareholders  threatened,  any  notification  of any
Governmental   Body  that  FCB  is  not  in  compliance  with  applicable  Legal
Requirements respecting employment and employment practices, occupational safety
and health laws and regulations, and laws or regulations relating to the quality
of the  environment,  and  neither  FCB nor the  Shareholders  know of any basis
therefor, and (ii) FCB has not received any such notification of past violations
of such Legal  Requirements  as can  reasonably  be expected to result in future
claims  against  FCB,  and  neither FCB nor the  Shareholders  know of any basis
therefor.

2.15              Contracts.

(a) Schedule 2.15 annexed hereto contains a complete and accurate list of all of
the  following  Contracts  to  which  FCB is a party or by or to which it or its
assets or  properties  are bound or  subject or which are  necessary  for FCB to
conduct its business as presently conducted:

(i)  Contracts  with  any  current  or  former  officer,   director,   employee,
consultant, agent or other representative or with any Person in which any of the
foregoing has an interest,  including any  "Affiliate"  or  "Associate"  of such
Person,  as such terms are defined in the  Securities  Act of 1933 and the rules
and regulations published thereunder;

     (ii)  Contracts  with any  labor  union  or  association  representing  any
employee;

(iii) Contracts for the sale of any of FCB's assets or properties  other than in
the  ordinary  course  of  business  or  for  the  grant  to any  person  of any
preferential rights to purchase any of its assets or properties;

     (iv)  Contracts  under which FCB agrees to indemnify  any party or to share
the tax liability of any Person;

(v)               Contracts of guaranty or relating to matters of suretyship;

     (vi)  Contracts  that  cannot be  canceled  without  liability,  premium or
penalty upon thirty (30) days' notice or less;

(vii) Contracts containing  obligations or liabilities of any kind to holders of
FCB's  securities  as such  (including,  without  limitation,  an  obligation to
register any of such securities under any Legal Requirement);

(viii)  Contracts  containing  covenants  of FCB not to  compete  in any line of
business or with any person in any  geographical  area or covenants of any other
Person not to compete  with FCB in any line of business  or in any  geographical
area;

(ix) Contracts  relating to the acquisition by FCB of any operating  business or
the capital stock of any other Person;

(x) Contracts relating to Intellectual  Property owned,  licensed or used by FCB
in the course of its business;

     (xi) Contracts  requiring the payment to any Person of a royalty,  override
or similar commission or fee;

(xii)  Contracts  relating to the  borrowing of money by FCB or  subjecting  any
assets or properties of FCB to any Encumbrance;

(xiii) any  Contract  which  might  reasonably  be  expected to have a potential
adverse impact on the business or operations of FCB;

(xiv)             any Contract not made in the ordinary course of business; or

     (xv) any other material Contract whether or not made in the ordinary course
of business.

(b) FCB has delivered or made available to QuickCREDIT  true and complete copies
of all of the Contracts  described on Schedule  2.15.  All of such Contracts are
valid and binding upon FCB in accordance with their terms, and FCB has performed
all contractual obligations required to be performed by it to date and is not in
default under any such contracts and has not taken any action which  constitutes
or with notice or lapse of time or both would  constitute  a default  under such
Contracts.  To the knowledge of FCB and the Shareholders,  no other party to any
such contract is in default in the performance of its obligations  thereunder or
has taken any action which constitutes,  or with notice or lapse of time or both
would constitute,  a breach or anticipatory breach thereof. Except as separately
identified on Schedule 2.15 annexed hereto, no approval or consent of any Person
is needed in order that the contracts and other agreements set forth on Schedule
2.15 annexed hereto or on any other  Schedule  continue in full force and effect
following the consummation of the transactions contemplated by this Agreement.

(c) The  Contracts  identified  on Schedule  2.15  annexed  hereto  collectively
constitute all of the Contracts  necessary to enable FCB to conduct its business
in the manner in which its  business is  currently  being  conducted  and in the
manner in which its business is proposed to be conducted.

(d) Schedule 2.15 annexed hereto  identifies and provides a brief description of
each proposed  Contract as to which any pending bid,  offer or proposal has been
submitted or received by FCB.

2.16 Leases.  Schedule 2.16 annexed hereto contains a complete and accurate list
of any real property  lease  binding FCB or to which FCB is a party  ("Leases").
Each such Lease is in full force and effect,  and FCB has fully performed all of
its  obligations to be performed to date under said Leases.  FCB is current with
respect to the payment of all rents and other charges due thereunder,  and their
use and  occupancy of the premises  which are the subject  matter of such leases
does not  violate any of the terms of such  Leases,  is in  conformity  with all
applicable  Legal  Requirements  and is not violative of the conditions of FCB's
respective  policies  of  insurance.  All  of  the  buildings,   structures  and
appurtenances  situated on such leased premises are, and as of the Closing Date,
will be, in good  operating  condition and state of  maintenance  and repair and
will be adequate and  suitable  for the  purposes  for which they are  presently
being or are  intended to be used,  and FCB has  adequate  rights of ingress and
egress and utility services for the operation of their respective  businesses in
the ordinary course.  No lessor or landlord under any Lease is in default in the
performance of its obligations thereunder,  and FCB has not received notice from
any such lessor or landlord of its  intention to exercise any option  thereunder
which would adversely  affect or terminate FCB's use or occupancy of the demised
premises under such Lease.  Except as  specifically  disclosed in Schedule 2.16,
all of the  Leases  permit the  consummation  of the  transactions  contemplated
hereby without  modification of the terms thereof and without the consent of the
applicable  lessor or landlord.  FCB does not own, and has never owned, any real
property.

2.17              Intentionally Left Blank.

2.18 Fixed Assets. Schedule 2.18 annexed hereto contains a complete and accurate
list of all machinery,  equipment,  tools,  furniture,  leasehold  improvements,
trade fixtures, vehicles,  structures or any related capitalized items and other
tangible  property  material to the operation of the business of FCB (the "Fixed
Assets") all of which Fixed Assets are reflected in the Unaudited  Balance Sheet
(except any such  tangible  property  acquired  since the Balance  Sheet Date by
FCB).  Since the  Balance  Sheet Date,  FCB has not  disposed of any Fixed Asset
except in the ordinary  course of FCB's  business.  The Fixed Assets are in good
operating condition and repair,  subject to normal wear and tear from normal use
thereof,  and FCB has not received  notice that any of the Fixed Assets or FCB's
use  thereof  is in  violation  of any  existing  law or  any  applicable  Legal
Requirement.

2.19 Trade Names and Other Intangibles.  Schedule 2.19 annexed hereto contains a
complete  and  accurate   list  of  all  patents,   patent   rights,   licenses,
methodologies,  know-how, trademarks,  trademark rights, trade names, trade name
rights,  service  marks,  service  mark  rights,  copyrights  or similar  rights
("Intellectual  Property")  which are  either  (a)  wholly  or  partly  owned or
licensed  by FCB or (b) used in the conduct of the  business  of FCB.  Except as
described on Schedule 2.19 annexed hereto, no Person or Entity,  other than FCB,
has any rights  under or in  respect  of,  and to the  knowledge  of FCB and the
Shareholders, no Person is infringing or otherwise acting adversely with respect
to, FCB's respective  rights under or in respect of the  Intellectual  Property,
and FCB is the exclusive  owner of such rights and there is no claim for damages
or any  proceeding  pending  or, to the  knowledge  of FCB or the  Shareholders,
threatened  with respect  thereto.  FCB is not  infringing  or otherwise  acting
adversely  to the  right  of  any  Person  or  Entity  under  or in  respect  to
Intellectual  Property,  and there is no claim  for  damages  or any  proceeding
pending, or to the knowledge of FCB or the Shareholders threatened, with respect
thereto.

2.20 Suppliers and Customers.  Schedule 2.20 annexed hereto  contains a complete
and  accurate  list  with  respect  to FCB of (a) any  supplier  from  whom  FCB
purchased  or to which FCB paid  $15,000 or more  during the last fiscal year of
FCB and the amount  paid by FCB to each such  supplier  and (b) any  customer or
client of FCB which purchased during the last fiscal year of FCB $25,000 or more
in services  from FCB. No  customer  required to be listed on Schedule  2.20 has
notified FCB of such customer's  intention to terminate or materially reduce the
use of FCB's services,  and neither FCB nor the Shareholders  have any reason to
believe any such  customer is likely to terminate the services of FCB on account
of the transactions contemplated hereunder.

2.21 Payment of Wages and Salary.  Other than amounts  which have not yet become
payable in accordance  with FCB's customary  practices,  which will be paid in a
timely  manner,  (i) FCB has paid to  Paychex,  Inc.  (f/k/a  National  Business
Solutions)  all payments due to Paychex,  Inc.  pursuant to that certain  Client
Service Agreement (the "Paychex Agreement") dated August 1, 1994, by and between
Paychex,  Inc.  and FCB,  in respect of (i) the  wages,  salaries,  commissions,
bonuses,  and other direct  compensation  of all of the employees of FCB for the
pay period  ended  immediately  prior to the  Closing  Date,  (ii)  charges  for
employee benefit programs maintained by Paychex, Inc. for the benefit of all FCB
employees  entitled to  participate  therein,  (iii) all fees due and payable to
Paychex, Inc. pursuant to Section 3 of the Paychex Agreement, and (iv) all other
amounts due and payable to Paychex, Inc. pursuant to the Paychex Agreement.  FCB
is in  compliance  with all  federal,  state  and  local  laws  and  regulations
respecting  employment  and  employment  practices,   terms  and  conditions  of
employment  and wages and  hours.  FCB has not  improperly  characterized  as an
independent  contractor  or  consultant,  any  individual  who should  have been
treated as an employee of FCB for tax withholding or any other purpose. FCB does
not have any employees  who are not "Covered  Employees" as such term is defined
in the Paychex Agreement.

2.22  Employee Benefit Plans.

(a) Except as described on Schedule 2.22 annexed hereto,  FCB is not a party to,
nor makes or is required to make employer  contributions to, nor has any current
or future obligation or liability with respect to, any pension,  profit sharing,
retirement,   deferred   compensation,   bonus,   stock   purchase,   severance,
hospitalization,  medical  insurance,  life insurance,  vacation policy or other
employee  benefit plan or program  providing  benefits for its current or former
employees,  other than  salaries or cash wages for  straight  time,  overtime or
shift  differential  (a "Plan").  Except as described  on Schedule  2.22 annexed
hereto, FCB has complied with all of its obligations under each Plan and, to the
knowledge of FCB and the Shareholders,  all other parties have complied with all
of their  respective  obligations  under each Plan. FCB has made or provided for
all  payments  due under or with  respect to each Plan up to and  including  the
Closing Date, and all amounts  properly  accrued up to and including the Closing
Date as  liabilities  of FCB under each Plan have been  recorded on the books of
FCB.  Except  as  described  on  Schedule  2.22  annexed  hereto,  no  Plan is a
"multiemployer plan" (within the meaning of Section 3(37) of ERISA), and, except
as so set  forth,  FCB  has  not  made,  or  has  been  required  to  make,  any
contributions to any "multiemployer plan" within the last five (5) years. Except
as described on Schedule  2.22 annexed  hereto,  no Plan listed on Schedule 2.22
(other than any "multiemployer plan") is subject to Title IV of ERISA.

(b) Each Plan listed on Schedule 2.22 has received a  determination  letter from
the  Internal  Revenue  Service to the effect that it  qualified  under  Section
401(a) of the Code,  and that each trust  established  under such Plan is exempt
from taxation  under Section  501(a) of the Code, and nothing has occurred which
would cause the loss of such qualifications or exemptions. No "reportable event"
(within the meaning of Section  4043(b) of ERISA) has  occurred  with respect to
any pension plan that is subject to Title IV of ERISA maintained by any trade or
business  (whether or not  incorporated)  that is under common control with FCB,
within the meaning of Section 414(c) of the Code and the regulations  thereunder
(hereinafter  any such plan shall be referred to as an "Affiliate  Plan" and any
such trade or business  shall be referred  to as an "ERISA  Affiliate"),  and no
"reportable  event" will occur with respect to any Plan or  Affiliate  Plan as a
result of any transaction contemplated by this Agreement.

(c) FCB would not be subject to any  withdrawal  liability  with  respect to any
"multiemployer  plan" listed on Schedule  2.22 if FCB were to withdraw  from any
such plan as of the date hereof.  Except as described on Schedule  2.22, FCB has
satisfied  all material  reporting  and  disclosure  requirements  and all other
requirements  applicable  to it under the Code or ERISA,  and the  Department of
Labor and the Internal Revenue Service regulations promulgated thereunder,  with
respect  to  the  Plans.  Neither  FCB  nor,  to  the  knowledge  of  FCB or the
Shareholders, any other "party in interest" or "disqualified person" (within the
meaning  of  Section  3(14)  of  ERISA  or  Section   4975(e)(2)  of  the  Code,
respectively)   with  respect  to  any  Plan  has  engaged  in  any  "prohibited
transaction"  (within the meaning of Section 406 of ERISA or Section 4975 of the
Code) which could subject any Plan, FCB or any trustee,  administrator  or other
fiduciary  of any Plan,  to any  penalty  or excise tax  imposed  on  prohibited
transactions  by Section 502(i) of ERISA or Section 4975 of the Code.  There are
no material  actions,  suits or claims  pending  (other than routine  claims for
benefits) or,  except as described on Schedule  2.22, to the knowledge of FCB or
the  Shareholders,  threatened,  against  any Plan or against  the assets of any
Plan.  No Plan which is subject to Part III of Subtitle B of Title I of ERISA or
Section 412 of the Code has incurred any  "accumulated  funding  deficiency" (as
defined in ERISA),  whether or not waived. Except as described on Schedule 2.22,
no Plan or  Affiliate  Plan that is or was subject to Title IV of ERISA has been
terminated and, to the knowledge of the Seller, no proceeding has been initiated
to terminate any such Plan or Affiliate Plan. Neither FCB, any ERISA Affiliates,
nor any Shareholder have incurred,  nor reasonably  expects to incur as a result
of any event  occurring on or prior to the Closing  Date,  any  liability to the
Pension Benefit Guaranty Corporation (except for required premium payments, none
of which  payments are overdue) or any  withdrawal  liability  under Title IV of
ERISA.

(d) With respect to each Plan that is an  "employee  benefit  plan,"  within the
meaning of Section 3(3) of ERISA,  true and complete copies of (i) the documents
embodying  the Plan,  any related  trust and all  amendments  thereto,  (ii) the
summary plan  description and all  modifications  thereto,  (iii) the last filed
Annual  Report (Form 5500 Series) and  Schedules A and B thereto,  (iv) the most
recent Internal Revenue Service  determination  letter,  if applicable,  (v) the
most recent actuarial  valuation report, if any, and (vi) the most recent annual
and periodic  financial  statements,  have been  delivered or made  available to
QuickCREDIT and are correct in all material respects.

2.23  Insurance.  Schedule  2.23  annexed  hereto  contains  a  list  and  brief
description  (specifying the insurer,  the policy number or covering note number
with  respect  to  binders  and the amount of any  deductible,  describing  each
pending  claim  thereunder  of more than  $5,000,  setting  forth the  aggregate
amounts  paid out  under  each  such  policy  through  the date  hereof  and the
aggregate limit, if any, of the insurer's liability  thereunder) of all policies
or  binders  of fire,  liability,  product  liability,  workmen's  compensation,
vehicular,  unemployment  and other  insurance held by or on behalf of FCB. Such
policies and binders are valid and  enforceable in accordance  with their terms,
are in full force and effect,  and insure  against risks and  liabilities to the
extent and in the manner  reasonably  determined  by FCB to be  appropriate  and
sufficient  and are adequate to protect FCB and its assets and  properties.  FCB
has paid all  premiums  due  thereon and is not in default  with  respect to any
provision  contained in any such policy or binder and has not failed to give any
notice or present  any claim  under any such  policy or binder in due and timely
fashion.  Except for claims described on Schedule 2.23, there are no outstanding
unpaid  claims under any such policy or binder.  FCB has not received  notice of
cancellation  or non-renewal of any such policy or binder.  None of the policies
listed on Schedule  2.23  provides  that premiums paid in respect of the periods
prior to the Closing Date may be adjusted or recomputed  based on  claims-paying
experience  of such  policies  or  otherwise.  FCB has no notice from any of its
insurance  carriers that any insurance  premiums will be increased in the future
or that any insurance  coverage listed on Schedule 2.23 will not be available in
the future on the same terms as now in effect.

2.24      Environmental Matters.

(a)  Except  as  described  in  Schedule  2.24,  (i)  FCB has  never  generated,
transported, used, stored, treated, disposed of, or managed any Hazardous Waste;
(ii) no  Hazardous  Material  has  ever  been or is  threatened  to be  spilled,
released,  or disposed of at any site  presently  or formerly  owned,  operated,
leased or used by FCB, or has ever come to be located in the soil or groundwater
at any such site; (iii) no Hazardous Material has ever been transported by or at
the  direction  of FCB from any site  presently  or  formerly  owned,  operated,
leased, or used by FCB for treatment,  storage,  or disposal at any other place;
and (iv) no Encumbrance  has ever been imposed by any  Governmental  Body on any
property, facility,  machinery, or equipment owned, operated, leased, or used by
FCB in connection with the presence of any Hazardous Material.

(b) (i) FCB has no liability under, nor has it ever violated,  any Environmental
Law; (ii) FCB, any property  owned,  operated,  leased,  or used by FCB, and any
facilities  and  operations  thereon,  are  presently  in  compliance  with  all
applicable  Environmental Laws; (iii) FCB has never entered into or been subject
to any judgment,  consent decree, compliance order, or administrative order with
respect to any environmental or health and safety matter or received any request
for information,  notice,  demand letter,  administrative  inquiry, or formal or
informal  complaint  or claim with  respect to any  environmental  or health and
safety matter or the enforcement of any Environmental  Law; and (iv) neither FCB
nor the Shareholders  have any knowledge or reason to know that any of the items
enumerated  in the  immediately  preceding  clause  of  this  paragraph  will be
forthcoming.

(c) FCB has  provided  to  QuickCREDIT  copies of all  documents,  records,  and
information available to FCB or the Shareholders concerning any environmental or
health and safety matter  relevant to FCB,  whether  generated by FCB or others,
including,   without  limitation,   environmental  audits,   environmental  risk
assessments,  site  assessments,  documentation  regarding  off-site disposal of
Hazardous Materials, spill control plans, and reports, correspondence,  permits,
licenses, approvals, consents, and other authorizations related to environmental
or health and safety matters issued by any governmental agency.

(d) For purposes of this Agreement,  "Hazardous Material" shall mean and include
any hazardous waste, hazardous material, hazardous substance, petroleum product,
oil, toxic substance, pollutant,  contaminant, or other substance which may pose
a threat  to the  environment  or to human  health  or  safety,  as  defined  or
regulated under any Environmental Law;  "Hazardous Waste" shall mean and include
any  hazardous  waste as  defined  or  regulated  under any  Environmental  Law;
"Environmental  Law" shall mean any  environmental or health and  safety-related
Legal Requirement existing at any time prior to the Closing Date.

2.25  Officers,  Directors  and Key  Employees.  Schedule  2.25  annexed  hereto
describes  with  respect  to FCB the name and  total  annual  compensation  (and
benefit  costs) of each officer and director of FCB and of each other  employee,
consultant,  agent or other  representative  of FCB whose current annual rate of
compensation  exceeds  $15,000.  FCB has not made a  commitment  or agreement to
increase the  compensation or to modify the conditions or terms of employment of
any  such  person.  None  of  such  persons  has  communicated  to FCB or to the
Shareholders  that such person  intends to resign or  otherwise  terminate  such
person's relationship with FCB.

2.26 Restrictive  Documents.  Neither FCB nor any of the Shareholders is subject
to, or a party to, any charter,  bylaw, Permit,  Contract,  Legal Requirement or
any  other  restriction  of any  kind,  which  adversely  affects  the  business
practices,  operations or condition of FCB or any of its assets or property,  or
which  would  prevent  consummation  of the  transactions  contemplated  by this
Agreement,  compliance by FCB or the Shareholders with the terms, conditions and
provisions  hereof, or the continued  operation of FCB's business after the date
hereof  or the  Closing  Date on  substantially  the same  basis  as  heretofore
operated or which would  restrict  the ability of FCB to acquire any property or
conduct business in any area.

2.27 Licenses.  FCB possesses all concessions,  permits,  licenses,  orders, and
other governmental  authorizations and approvals  ("Permits") required to permit
FCB to  carry on its  business  as it is  presently  being  conducted.  All such
Permits are  described on Schedule 2.27 annexed  hereto,  are in the name of FCB
and are in full force and effect, and no modification,  termination,  suspension
or  cancellation  of any of them is threatened.  Except as described in Schedule
2.27  annexed  hereto,   all  such  Permits  permit  the   consummation  of  the
transactions  contemplated hereby without  modification  thereof and without the
consent of the issuing authority.

2.28 Transactions with Affiliated Parties.  Except as described on Schedule 2.28
annexed hereto,  no Associate or Affiliate of FCB or any of the Shareholders (a)
has any ownership interest, directly or indirectly, in any competitor,  supplier
or customer of FCB,  (b) has any  outstanding  loan to or  receivable  in either
event to or from FCB or (c) is a party to or has any interest in any contract or
agreement with FCB.

2.29 Bank Accounts and Powers of Attorney. Schedule 2.29 annexed hereto contains
an accurate and  complete  list showing (a) the name and address of each bank in
which FCB has an account or safe  deposit box, the number of any such account or
any such box and the names of all persons  authorized to draw thereon or to have
access  thereto  and (b) the names of all  persons,  if any,  holding  powers of
attorney from FCB and a summary statement of the terms thereof.

2.30  Warranties.  Schedule 2.30 annexed hereto contains (a) a true and complete
description of all  warranties  granted or made with respect to services sold by
FCB during the three years prior to the date hereof; and (b) a true and complete
description  of FCB's warranty  experience for the same period.  Neither FCB nor
the  Shareholders  have any reason to believe that warranty claims for FCB will,
in the foreseeable future, exceed historical levels to any material extent.

2.31 Assets  Complete.  Upon the  Effective  Time of the Merger,  the  Surviving
Corporation  will own all of the assets and possess all of the rights  necessary
for it to conduct the business of FCB in a manner  consistent with the manner in
which FCB has conducted its business on and  immediately  prior to the Effective
Date.

2.32 No Changes Prior to Closing Date.  During the period from the Balance Sheet
Date to and including the Closing Date, except as expressly  contemplated hereby
or consented to in writing by QuickCREDIT in accordance with Section 4.2 hereof,
FCB will not have  (a)  incurred  any  liability  or  obligation  of any  nature
(whether  accrued,  absolute,  contingent or otherwise),  except in the ordinary
course of  business,  (b)  permitted  any of its assets to be  subjected  to any
Encumbrance,  (c) sold,  transferred or otherwise disposed of any of its assets,
(d) made any capital  expenditure or commitment  therefor,  (e) declared or paid
any dividend or made any  distribution  on any shares of its capital  stock,  or
redeemed,  purchased  or otherwise  acquired any shares of its capital  stock or
granted or canceled  any  option,  warrant or other right to purchase or acquire
any such shares,  (f) made any bonus or profit sharing  distribution  or similar
payment of any kind, (g) increased its  indebtedness for borrowed money, or made
any  loan  to any  Person,  (h)  except  in the  ordinary  course  of  business,
consistent  with past  practices  of FCB,  made or  permitted  any  amendment or
termination of any contract,  agreement or license to which FCB is a party or by
which it or any of its assets and properties  are subject or bound,  (i) entered
into any agreement or arrangement  granting any preferential  rights to purchase
any of FCB's assets or  properties  or requiring the consent of any party to the
transfer and assignment of any of FCB's assets or properties, (j) written off as
uncollectible  any  notes  or  accounts  receivable,  except  write-offs  in the
ordinary  course of  business  charged  to  applicable  reserves,  none of which
individually or in the aggregate is material to FCB, (k) granted any increase in
the rate of wages,  salaries,  bonuses or other  remuneration  of any  executive
employee or other  employees,  except in the ordinary  course of  business,  (l)
canceled  or waived  any  claims or rights of  substantial  value,  (m) made any
change in any method of accounting or auditing practice, (n) otherwise conducted
its business or entered into any  transaction,  except in the usual and ordinary
manner and in the ordinary course of its business, or (o) agreed, whether or not
in writing, to do any of the foregoing.

2.33  Disclosure.   Neither  this  Agreement,  nor  any  Schedule,   Exhibit  or
certificate delivered in accordance with the terms hereof by or on behalf of FCB
or the Shareholders, or by any of FCB's Representatives,  in connection with the
transactions  contemplated hereby, contains or will contain any untrue statement
of a material  fact,  or omits or will omit any  statement  of a  material  fact
necessary  in order to make the  statements  contained  herein  or  therein  not
misleading.  There is no fact known to FCB or the Shareholders  which materially
and  adversely  affects the  business,  prospects  (financial  or  otherwise) or
financial  condition of FCB or its properties or assets,  which has not been set
forth in this Agreement or in the  Schedules,  Exhibits,  certificates  or other
documents  furnished  by or on behalf of FCB or the  Shareholders,  or by any of
FCB's Representatives,  in connection with the transactions contemplated by this
Agreement.

2.34 Broker's or Finder's Fees.  Except for George Gobel of Access Data Systems,
Inc.,  who is entitled  to payment of a finder's  fee upon  consummation  of the
Merger, which finder's fee Shareholders are obligated to pay pursuant to Section
10.4 of this Agreement, no agent, broker, person or firm acting on behalf of the
Shareholders  or FCB is, or will be,  entitled to any  commission or broker's or
finder's fees from any of the parties  hereto,  or from any person  controlling,
controlled  by or under  common  control  with  any of the  parties  hereto,  in
connection with any of the transactions contemplated herein.

2.35 Copies of Documents. FCB has caused to be made available for inspection and
copying by  QuickCREDIT  and its  Representatives,  true,  complete  and correct
copies  of all  documents  referred  to in  this  Section  2 or in any  Schedule
furnished by FCB or the Shareholders to Triangle or QuickCREDIT.



Section 3.        REPRESENTATIONS AND WARRANTIES OF TRIANGLE,
                  QUICKCREDIT AND FAC

         As an  inducement  to FCB and  the  Shareholders  to  enter  into  this
Agreement and to consummate the transactions  contemplated  hereby, and with the
knowledge  that  FCB  and  the  Shareholders   shall  rely  thereon,   Triangle,
QuickCREDIT and FAC, jointly and severally, represent and warrant to FCB and the
Shareholders  the  following  (both  as of the  Closing  Date and as of the date
hereof):

3.1 Due Organization and Qualification. Each of Triangle, QuickCREDIT and FAC is
a corporation duly organized and validly existing under the laws of the State of
Florida, has made all filings as required under the FBCA and has paid all filing
fees due and payable thereunder.  Each of Triangle,  QuickCREDIT and FAC has all
necessary  corporate  power and  lawful  authority  to  conduct  its  respective
business in the manner in which such business is currently  being  conducted and
to own or lease  and use its  respective  assets  in the  manner in which it now
owns, leases or uses its assets.

3.2 Charter and By-Laws.  Schedule 3.2 annexed hereto contains true, correct and
complete  copies  of (a) the  articles  of  incorporation  of each of  Triangle,
QuickCREDIT  and  FAC,  including  all  amendments  thereto  (certified  by  the
Secretary  of State of the  State of  Florida),  and (b) the  bylaws  of each of
Triangle,  QuickCREDIT and FAC,  including all amendments  thereto (certified by
the respective secretary or other executive officer of Triangle, QuickCREDIT and
FAC).

3.3       Authority; Binding Nature of Agreement.

(a) The execution, delivery and performance by Triangle,  QuickCREDIT and FAC of
the Acquiror's Documents has been duly authorized by all necessary action on the
part of Triangle,  QuickCREDIT and FAC and their respective boards of directors.
Each of the  Acquiror's  Documents  constitutes  the  legal,  valid and  binding
obligation of Triangle,  QuickCREDIT and FAC respectively,  enforceable  against
such entity in accordance with its respective terms.

(b) No  consent,  authorization  or  approval  of,  or  declaration,  filing  or
registration  with,  any  Governmental  Body, or any consent,  authorization  or
approval  of any  other  Person,  is  necessary  in  order to  enable  Triangle,
QuickCREDIT or FAC to enter into and perform their respective  obligations under
the  Acquiror's  Documents,  and  neither  the  execution  and  delivery  of the
Acquiror's  Documents  nor the  consummation  of the  transactions  contemplated
thereby will:

(i) conflict  with,  require any consent  under,  result in the violation of, or
constitute  a  breach  of  any  provision  of the  articles  or  certificate  of
incorporation or bylaws of Triangle, QuickCREDIT or FAC;

(ii)  conflict  with,  require any Consent  under,  result in the  violation of,
constitute a breach of, or accelerate  the  performance  required on the part of
Triangle,  QuickCREDIT or FAC by the terms of, any evidence of  indebtedness  or
Contract to which Triangle,  QuickCREDIT or FAC is a party, in each case with or
without  notice or lapse of time or both,  including any evidence of Encumbrance
to which any property  either of  Triangle,  QuickCREDIT  or FAC is subject,  or
permit the termination of any such Contract by another Person;

(iii)  result  in the  creation  or  imposition  of  any  Encumbrance  upon,  or
restriction  on the use of, any property or assets of Triangle,  QuickCREDIT  or
FAC under any Contract to which either Triangle, QuickCREDIT or FAC is bound;

(iv) accelerate,  or constitute an event entitling, or which would, on notice or
lapse of time or both,  entitle  the  holder of any  indebtedness  of  Triangle,
QuickCREDIT or FAC to accelerate the maturity of any such indebtedness;

(v) conflict with or result in the breach or violation of any Legal  Requirement
that is binding on Triangle, QuickCREDIT or FAC; or

     (vi)  violate or cause any  revocation  of or  limitation  on any Permit of
Triangle, QuickCREDIT or FAC.

3.4 Legal  Proceedings;  Orders.  Except as set forth in  Schedule  3.4  annexed
hereto, there is no pending Legal Proceeding,  and, to the knowledge of Triangle
or QuickCREDIT,  no Person has threatened to commence any Legal  Proceeding that
challenges, or that may have the effect of preventing,  delaying, making illegal
or  otherwise  interfering  with,  the  Merger or any of the other  transactions
contemplated  by this  Agreement.  To the knowledge of Triangle,  QuickCREDIT or
FAC, except as set forth in Schedule 3.4 annexed hereto,  no event has occurred,
and no claim,  dispute or other condition or circumstance  exists, that will, or
that could  reasonably  be expected to, give rise to or serve as a basis for the
commencement of any such Legal Proceeding.

3.5                SEC Filings; Financial Statements.

(a) QuickCREDIT has delivered to FCB and the Shareholders  accurate and complete
copies (excluding copies of exhibits) of each report, registration statement (on
a form other than Form S-8) and  definitive  proxy  statement  filed by Triangle
with  the SEC  between  January  1,  1997 and the  date of this  Agreement  (the
"Triangle  SEC  Documents").  As of the time it was filed  with the SEC (or,  if
amended or superseded by a filing prior to the date of this  Agreement,  then on
the date of such filing), (i) each of the Triangle SEC Documents complied in all
material respects with the applicable requirements of the Securities Act of 1933
or the  Exchange  Act of 1934 (as the case may be) and (ii) none of the Triangle
SEC Documents  contained  any untrue  statement of a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

(b)  The  consolidated  financial  statements  contained  in  the  Triangle  SEC
Documents (i) were prepared in accordance  with  generally  accepted  accounting
principles applied on a consistent basis throughout the periods covered,  except
as may be indicated in the notes to such  financial  statements and (in the case
of unaudited  statements)  as permitted by Form 10-Q of the SEC, and except that
unaudited  financial  statements  may not contain  footnotes  and are subject to
normal and recurring year-end audit adjustments (which will not, individually or
in the  aggregate,  be  material  in  magnitude);  and (ii)  fairly  present the
consolidated  financial  position of Triangle as of the respective dates thereof
and the  consolidated  results of operations of Triangle for the periods covered
thereby.

3.6  Valid  Issuance.   The  Triangle  Common  Stock  to  be  issued  as  Merger
Consideration  will,  when  issued in  accordance  with the  provisions  of this
Agreement, be validly issued, fully paid and non-assessable.

3.7 Broker's or Finder's Fees. No agent, broker, person or firm acting on behalf
of Triangle,  QuickCREDIT  or FAC is, or will be,  entitled to any commission or
broker's or finder's  fees from any of the  parties  hereto,  or from any person
controlling,  controlled  by or under  common  control  with any of the  parties
hereto, in connection with any of the transactions contemplated herein.

3.8  Disclosure.  No  representation  by  Triangle,  QuickCREDIT  or FAC in this
Section 3 contains any untrue statement of a material fact necessary to make the
statements herein not misleading on the date hereof.


Section 4.        CERTAIN COVENANTS OF FCB AND THE SHAREHOLDERS

4.1 Access and Investigation.  During the period from the date of this Agreement
through the Effective  Time (the  "Pre-Closing  Period"),  FCB shall,  and shall
cause its  Representatives  to (a) provide  QuickCREDIT and its  Representatives
with reasonable access to FCB's Representatives, personnel and assets and to all
existing  books,  records,  Tax  Returns,  work papers and other  documents  and
information relating to FCB; and (b) provide QuickCREDIT and its Representatives
with such copies of the existing books,  records,  Tax Returns,  work papers and
other  documents  and  information  relating  to FCB,  and with such  additional
financial,   operating  and  other  data  and  information   regarding  FCB,  as
QuickCREDIT  may reasonably  request.  In the event that this Agreement shall be
terminated in accordance  with Section 8 of this  Agreement,  QuickCREDIT  shall
keep  confidential,  and not use in any manner,  any  information  on  documents
obtained from FCB pursuant to this Section 4.1. QuickCREDIT's  investigation of,
or failure to investigate,  the business and affairs of FCB at any time prior to
the Effective Date shall not for any purpose (i) diminish,  obviate or otherwise
affect the representations  and warranties of FCB and the Shareholders  provided
in Section 2 of this Agreement or Triangle's or QuickCREDIT's right to rely upon
such  representations  and warranties or (ii) be deemed a waiver of or otherwise
affect in any way the rights of Triangle or  QuickCREDIT  set forth in Section 9
of this Agreement.

4.2  Operation of the Business of FCB.  During the  Pre-Closing  Period,  unless
Triangle and QuickCREDIT otherwise consent in writing:

(a) FCB shall conduct its business and operations in the ordinary  course and in
substantially  the  same  manner  as such  business  and  operations  have  been
conducted prior to the date of this Agreement;

(b) FCB shall use  reasonable  efforts to preserve  intact its current  business
organizations, keep available the services of its current officers and employees
and  maintain  its  relations  and  goodwill  with  all  suppliers,   customers,
landlords,  creditors, employees and other Persons having business relationships
with FCB;

     (c)  FCB  shall  keep in full  force  and  effect  all  insurance  policies
identified in Schedule 2.23 annexed hereto;

(d) FCB shall not  declare,  accrue,  set aside or pay any  dividend or make any
other  distribution  in respect of any  shares of capital  stock,  and shall not
repurchase,  redeem or otherwise  reacquire any shares of capital stock or other
securities;

(e) FCB shall not sell, issue or authorize the issuance of (i) any capital stock
or other  security,  (ii) any  option,  call,  warrant or right to  acquire,  or
relating  to,  any  capital  stock or other  security,  or (iii) any  instrument
convertible into or exchangeable for any capital stock or other security;

(f) neither FCB nor any of the  Shareholders  shall amend or permit the adoption
of any amendment to FCB articles of incorporation or bylaws, or effect or permit
FCB  to  become  a  party  to  any  Acquisition  Transaction,  recapitalization,
reclassification  of  shares,  stock  split,  reverse  stock  split  or  similar
transaction;

     (g) FCB shall not form any  subsidiary  or acquire  any equity  interest or
other interest in any other Entity;

(h) FCB shall not make any capital expenditure,  except for capital expenditures
that, when added to all other capital  expenditures made on behalf of FCB during
the Pre-Closing Period, do not exceed $5,000 in the aggregate;

(i) FCB shall not (i) enter into or become bound by, or permit any of the assets
owned or used by it to become bound by, any material Contract,  or (ii) amend or
prematurely terminate, or waive any material right or remedy under, any material
Contract except as contemplated in Section 5.9 of this Agreement;

(j) FCB shall not, other than in the ordinary course of business consistent with
past  practice (i)  acquire,  lease or license any right or other asset from any
other Person, (ii) sell or otherwise dispose of, or lease or license,  any right
or other  asset to any other  Person,  or (iii) waive or  relinquish  any right,
except for immaterial assets acquired, leased, licensed or disposed of by FCB;

(k) FCB shall not (i) lend money to any Person,  or (ii) incur or guarantee  any
indebtedness, except that FCB may make routine borrowings in the ordinary course
of business under its respective existing lines of credit;

(l) FCB shall not (i) establish,  adopt or amend any Plan, (ii) pay any bonus or
make any  profit-sharing  or similar  payment to, or increase  the amount of the
wages,   salary,   commissions,   fringe  benefits  or  other   compensation  or
remuneration payable to, any of its directors,  officers or employees,  or (iii)
hire any new employee whose aggregate annual  compensation is expected to exceed
$15,000;

     (m) FCB shall not change any of its  methods of  accounting  or  accounting
practices in any respect;

     (n) FCB shall not make any Tax election;

     (o) FCB shall not commence or settle,  whether or not commenced by FCB, any
Legal Proceeding;

(p) FCB shall not enter into any material transaction or take any other material
action  outside the ordinary  course of business or  inconsistent  with its past
practices; and

(q) FCB  shall  not agree or  commit  to take any of the  actions  described  in
clauses "(d)" through "(p)" of this Section 4.2.

4.3       Notification; Updates to Schedules.

(a) During the  Pre-Closing  Period,  FCB and the  Shareholders  shall  promptly
notify QuickCREDIT in writing of:

(i) the discovery by FCB or the  Shareholders of any event,  condition,  fact or
circumstance  that occurred or existed on or prior to the date of this Agreement
and that caused or constitutes an inaccuracy in or breach of any  representation
or warranty made by FCB or any of the Shareholders in this Agreement;

(ii) any event,  condition,  fact or circumstance that occurs,  arises or exists
after  the  date of this  Agreement  and  that  would  cause  or  constitute  an
inaccuracy in or breach of any  representation or warranty made by FCB or any of
the  Shareholders in this Agreement if (A) such  representation  or warranty had
been  made as of the time of the  occurrence,  existence  or  discovery  of such
event, condition,  fact or circumstance,  or (B) such event, condition,  fact or
circumstance  had  occurred,  arisen or  existed on or prior to the date of this
Agreement;

     (iii)  any  breach  of  any  covenant  or  obligation  of FCB or any of the
Shareholders; and

(iv) any  event,  condition,  fact or  circumstance  that  would make the timely
satisfaction  of any of the  conditions  set forth in  Section 6 or Section 7 of
this Agreement impossible or unlikely.

(b) If any  event,  condition,  fact  or  circumstance  that is  required  to be
disclosed  pursuant to Section 4.3(a) of this  Agreement  requires any change in
any  Schedule  to this  Agreement,  or if any  such  event,  condition,  fact or
circumstance would require such a change assuming such Schedule were dated as of
the date of the  occurrence,  existence or  discovery of such event,  condition,
fact or  circumstance,  then FCB or the  Shareholders  shall promptly deliver to
QuickCREDIT an update to such Schedule  specifying  such change.  No such update
shall be deemed to  supplement  or amend any  Schedule  for the  purpose  of (i)
determining  the accuracy of any of the  representations  and warranties made by
FCB or any of the Shareholders in this Agreement,  or (ii)  determining  whether
any of the  conditions  set  forth  in  Section  6 of this  Agreement  has  been
satisfied.

4.4 Pooling of Interests.  Prior to the Closing, neither FCB nor any Shareholder
shall take any action  which  would  have an  adverse  effect on the  ability of
Triangle to account for the Merger as a "pooling of interests".

4.5 No Negotiation.  During the Pre-Closing Period, neither FCB nor
any of the Shareholders shall, directly or indirectly:

(a) solicit or encourage the  initiation of any inquiry,  proposal or offer from
any  Person  (other  than  QuickCREDIT)   relating  to  a  possible  Acquisition
Transaction;

(b)  participate in any  discussions or negotiations or enter into any agreement
with,  or  provide  any  non-public  information  to,  any  Person  (other  than
QuickCREDIT)   relating  to  or  in  connection  with  a  possible   Acquisition
Transaction; or

(c)  consider,  entertain or accept any proposal or offer from any Person (other
than QuickCREDIT) relating to a possible Acquisition Transaction.

FCB shall promptly  notify  QuickCREDIT  in writing of any inquiry,  proposal or
offer relating to a possible Acquisition  Transaction that is received by FCB or
any of the Shareholders during the Pre-Closing Period.




Section 5.        ADDITIONAL COVENANTS OF THE PARTIES

5.1 Filings and Consents. As promptly as practicable after the execution of this
Agreement,  each party to this Agreement (a) shall make all filings (if any) and
give  all  notices  (if any)  required  to be made  and  given by such  party in
connection  with the  Merger  and the other  transactions  contemplated  by this
Agreement,  and (b) shall use his,  its or their  best  efforts  to obtain  each
Consent (if any)  required  to be obtained  (pursuant  to any  applicable  Legal
Requirement  or Contract,  or otherwise)  by such party in  connection  with the
Merger or any of the other  transactions  contemplated  by this  Agreement.  FCB
shall promptly deliver to QuickCREDIT a copy of each such filing made, each such
notice  given and each such  Consent  obtained  by FCB  during  the  Pre-Closing
Period.  QuickCREDIT  shall  promptly  deliver to FCB a copy of each such filing
made,  each such notice  given and each such  consent  obtained  by  QuickCREDIT
during the Pre-Closing Period.

5.2 Public Announcements. During the Pre-Closing Period, (a) neither FCB nor any
of the Shareholders  shall (and FCB shall not permit any of its  Representatives
to) make any  public  statement  regarding  this  Agreement  or the  Merger,  or
regarding any of the other transactions contemplated by this Agreement,  without
QuickCREDIT's  prior written  consent,  and (b) QuickCREDIT  will use reasonable
efforts to consult  with FCB prior to  issuing  any press  release or making any
public statement regarding the Merger.

5.3 Best Efforts.  During the Pre-Closing  Period,  (a) FCB and the Shareholders
shall use their  reasonable  best efforts to cause the  conditions  set forth in
Section  6 of  this  Agreement  to be  satisfied  on a  timely  basis,  and  (b)
QuickCREDIT  shall use its  reasonable  best efforts to cause the conditions set
forth in Section 7 of this Agreement to be satisfied on a timely basis.

5.4 Employment Agreements.  At the Closing,  Howard M. Watch shall enter into an
employment  agreement with the Surviving  Corporation  having  substantially the
form as set forth in Exhibit F, attached hereto (the "Employment Agreements").

5.5  Restrictive  Covenants  Agreements.  At the Closing,  Howard M. Watch shall
enter into a restrictive  covenants  agreement  with the  Surviving  Corporation
having  substantially  the form as set forth in Exhibit G, attached  hereto (the
"Restrictive Covenants Agreements").

5.6  Release.  At the  Closing,  Howard M. Watch  shall  execute  and deliver to
Triangle a Release in the form of Exhibit H, attached hereto (the "Release").

5.7 Share Subscription  Agreement. At the Closing, Howard M. Watch shall execute
and deliver to Triangle a Share Subscription Agreement in the form of Exhibit I,
attached hereto (the "Subscription Agreement").

5.8 Termination of Employee Plans. At the Closing, FCB shall terminate all Plans
set forth on Schedule 2.22 under which any of its employees or former  employees
may have any rights, and shall ensure that no employee or former employee of FCB
has any rights thereunder and that any liabilities of FCB thereunder  (including
any such  liabilities  relating to services  performed prior to the Closing) are
fully extinguished at no cost to FCB.

5.9 Software  Assignment  and License  Agreement.  At the  Closing,  FAC and the
Shareholders shall enter into a Software Assignment and License Agreement in the
form of Exhibit  J,  attached  hereto  (the  "Software  Assignment  and  License
Agreement").

5.10  National  Telecommunications,   Inc.  Collection  Indemnity.  Shareholders
covenant and agree to  indemnify,  upon the terms and  conditions  of and to the
fullest extent permitted by Section 9 of this Agreement,  Triangle,  QuickCREDIT
and the  Surviving  Corporation  against  any Loss of  Triangle,  as  defined in
Section 9 of this Agreement, by reason of, resulting from, arising out of, based
upon,  awarded  or  asserted  against  or  otherwise  in  respect of any and all
disputes by and  between FCB and  National  Telecommunications,  Inc.  regarding
claims for past due accounts existing on, and as of, the Closing Date.


Section 6.        CONDITIONS PRECEDENT TO OBLIGATIONS OF TRIANGLE,
                  QUICKCREDIT AND FAC

         The  obligations of Triangle,  QuickCREDIT and FAC to effect the Merger
and otherwise  consummate the  transactions  contemplated  by this Agreement are
subject  to the  satisfaction,  at or  prior  to the  Closing,  of  each  of the
following conditions:

6.1 Accuracy of Representations. Each of the representations and warranties made
by FCB  and  the  Shareholders  in  this  Agreement  and in  each  of the  other
agreements  and  instruments  delivered to  QuickCREDIT  in connection  with the
transactions  contemplated  by this  Agreement  shall have been  accurate in all
material respects as of the date of this Agreement, and shall be accurate in all
material respects as of the Closing Date as if made at the Closing Date (without
giving effect to any update to any Schedule to this Agreement).

6.2 Performance of Covenants. Each covenant or obligation that FCB or any of the
Shareholders is required to comply with or to perform at or prior to the Closing
shall have been complied with and performed in all material respects.

6.3 Consents. All Consents required to be obtained by FCB or the Shareholders in
connection  with the  Merger  and the other  transactions  contemplated  by this
Agreement shall have been obtained and shall be in full force and effect.

6.4  Agreements  and  Documents.  QuickCREDIT  shall have received the following
agreements and documents, each of which shall be in full force and effect:

     (a) the  Employment  Agreement  between  Howard M. Watch and the  Surviving
Corporation;

     (b) the  Restrictive  Covenants  Agreement  between Howard M. Watch and the
Surviving Corporation;

     (c) a Release, executed by Howard M. Watch;

     (d) a Share Subscription Agreement, executed by Howard M. Watch;

     (e) the Escrow  Agreement  executed by Howard M. Watch and  Lawrence  Katz,
Esquire;

     (f) a legal opinion of Lawrence H. Katz,  Attorney at Law, P.A. dated as of
the Closing Date, in the form of Exhibit J;

     (g) a certificate executed by FCB and the Shareholders stating that each of
the  representations  and warranties set forth in Section 2 of this Agreement is
accurate  in all  material  respects  as of the  Closing  Date as if made on the
Closing Date and that the  conditions  set forth in Sections  6.1, 6.2, 6.3, 6.4
and 6.5 of this Agreement  have been duly satisfied (the "FCB and  Shareholders'
Closing Certificate"); and

     (h) such other certified  resolutions,  documents or certificates as may be
reasonably requested by QuickCREDIT prior to the Closing Date.

6.5 No Material Adverse Change. There shall have been no material adverse change
in  FCB's  business,  condition,  assets,  liabilities,   operations,  financial
performance or prospects since the date of this Agreement.

6.6  Termination of Employee  Plans.  FCB shall have provided  QuickCREDIT  with
evidence,  satisfactory  to  QuickCREDIT,  as to the  termination  of the  Plans
referred to in Section 2.22 of this Agreement.

6.7 Pooling  Letter.  Triangle  shall have  received  evidence  satisfactory  to
Triangle or a letter  from Mazars & Guerard,  certified  public  accountants  to
Triangle,  dated the Closing Date,  confirming that Triangle may account for the
Merger as a  "pooling  of  interests"  in  accordance  with  generally  accepted
accounting  principles,  Accounting  Principles  Board  Opinion  No.  16 and all
published rules, regulations and policies of the SEC.

6.8 Rule 506. All applicable  requirements  of Rule 506 under the Securities Act
shall have been satisfied.

6.9 No  Restraints.  No temporary  restraining  order,  preliminary or permanent
injunction or other order  preventing the  consummation of the Merger shall have
been issued by any court of  competent  jurisdiction  and remain in effect,  and
there shall not be any Legal  Requirement  enacted or deemed  applicable  to the
Merger that makes consummation of the Merger illegal.

6.10 No Legal  Proceedings.  No Person  shall have  commenced or  threatened  to
commence any Legal Proceeding  challenging or seeking the recovery of a material
amount of damages in connection  with the Merger or seeking to prohibit or limit
the exercise by FCB of any material  right  pertaining to its ownership of stock
of the Surviving Corporation.

6.11  Completion  of Due  Diligence.  QuickCREDIT  shall have  completed its due
diligence  investigation  of FCB and shall have been  satisfied with the results
thereof.

6.12  Certificates  of Merger.  The parties shall have executed a Certificate of
Merger to be filed with the Secretary of State as contemplated in Section 1.3 of
this Agreement.


Section 7.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
                  FCB AND THE SHAREHOLDERS

         The  obligations of FCB and the  Shareholders  to effect the Merger and
otherwise consummate the transactions contemplated by this Agreement are subject
to the satisfaction, at or prior to the Closing, of the following conditions:

7.1 Accuracy of Representations. Each of the representations and warranties made
by  Triangle,  QuickCREDIT  and FAC in this  Agreement  and in each of the other
agreements and instruments  delivered to FCB in connection with the transactions
contemplated by this Agreement shall have been accurate in all material respects
as of the date of this Agreement, and shall be accurate in all material respects
as of the Closing Date as if made at the Closing Date.

7.2  Performance  of  Covenants.  All  of the  covenants  and  obligations  that
Triangle,  QuickCREDIT  and FAC are  required to comply with or to perform at or
prior to the Closing shall have been complied with and performed in all material
respects.

7.3 Consents.  All Consents required to be obtained by Triangle,  QuickCREDIT or
FAC in connection  with the Merger and the other  transactions  contemplated  by
this Agreement shall have been obtained and shall be in full force and effect.

7.4 Release of  Guaranty.  Howard M. Watch shall have  received a release of his
obligations under that certain guaranty agreement by and between Howard M. Watch
and The Maitland Building, dated February 20, 1998, guaranteeing the obligations
of FCB under that certain lease  agreement  dated  February 20, 1998 relating to
the letting of commercial office space located at 235 S. Maitland Avenue,  Suite
202, Maitland, Florida 32751.

7.5 Agreements and Documents.  FCB and the Shareholders  shall have received the
following  agreements  and  documents,  each of which shall be in full force and
effect:

     (a) a legal  opinion  of  Smith,  Gambrell  &  Russell,  LLP in the form of
Exhibit L;

     (b) a certificate  executed by Triangle,  QuickCREDIT  and FAC stating that
each of the  representations  and  warranties  set  forth in  Section  3 of this
Agreement  are  accurate in all  material  respects as of the Closing Date as if
made on the Closing Date and that the conditions set forth in Sections 7.1, 7.2,
7.3 and 7.4 of this Agreement  have been duly  satisfied (the "Triangle  Closing
Certificate");

     (c) FAC and  Shareholders  shall have entered into the Software  Assignment
and License Agreement;

     (d) such other certified resolutions,  documents, or certificates as may be
reasonably requested by FCB prior to the Closing Date; and

     (e) a letter shall have been delivered to Securities  Transfer  Corp.,  the
transfer  agent for  Triangle  (the  "Transfer  Agent")  requesting  that  stock
certificates  evidencing the shares of Triangle  common stock to be delivered by
Triangle pursuant to Section 1.8 of this Agreement be issued in the name of each
of the  Shareholders  in the amount set forth in Section 1.8 of this  Agreement,
20,000 shares of which shall be issued in a separate certificate to be delivered
to the Escrow Agent.

7.6 Cash  Consideration.  The cash  consideration  to be paid to Shareholders at
Closing shall have been delivered to Shareholders.

7.7 Assignment of Note. The  assignment of the Promissory  Note to  Shareholders
shall have been  executed  and  delivered to  Shareholders  in  accordance  with
Section 1.8 of this Agreement.

7.8  Assignment  of Bank  Accounts.  The  assignment  of the  Bank  Accounts  to
Shareholders  shall have been  executed  and  delivered to the  Shareholders  in
accordance with Section 1.8 of this Agreement.

7.9 No  Restraints.  No temporary  restraining  order,  preliminary or permanent
injunction or other order preventing the consummation of the Merger by FCB shall
have been issued by any court of  competent  jurisdiction  and remain in effect,
and there shall not be any Legal Requirement enacted or deemed applicable to the
Merger that makes consummation of the Merger by FCB illegal.

7.10  Certificates  of Merger.  The parties shall have executed a Certificate of
Merger to be filed with the Secretary of State as contemplated in Section 1.3 of
this Agreement.



Section 8.        TERMINATION

8.1 Termination Events. This Agreement may be terminated prior to the Closing:

(a)  by  QuickCREDIT  if  QuickCREDIT  reasonably  determines  that  the  timely
satisfaction  of any  condition  set forth in  Section 6 of this  Agreement  has
become  impossible  (other  than  as a  result  of any  failure  on the  part of
Triangle,  QuickCREDIT  or FAC  to  comply  with  or  perform  any  covenant  or
obligation of Triangle,  QuickCREDIT  or FAC set forth in this  Agreement),  and
such condition has not been cured within ten (10) business days after receipt by
FCB of  notice  from  QuickCREDIT  of  QuickCREDIT's  intent to  terminate  this
Agreement;

(b) by FCB if FCB  reasonably  determines  that the timely  satisfaction  of any
condition set forth in Section 7 of this Agreement has become  impossible (other
than as a result of any failure on the part of FCB or any of the Shareholders to
comply with or perform any covenant or obligation set forth in this Agreement or
in any  other  agreement  or  instrument  delivered  to  QuickCREDIT),  and such
condition  has not been cured  within ten (10)  business  days after  receipt by
QuickCREDIT of notice from FCB of FCB's intent to terminate this Agreement;

(c) by Triangle,  QuickCREDIT  or FAC at or after the Scheduled  Closing Time if
any condition set forth in Section 6 of this Agreement has not been satisfied by
the Scheduled Closing Time;

(d) by FCB at or after the Scheduled  Closing Time if any condition set forth in
Section 7 of this  Agreement  has not been  satisfied by the  Scheduled  Closing
Time;

(e) by  Triangle,  QuickCREDIT  or FAC if the  Closing has not taken place on or
before  May 31,  1998  (other  than as a result  of any  failure  on the part of
Triangle,  QuickCREDIT  or FAC  to  comply  with  or  perform  any  covenant  or
obligation of Triangle, QuickCREDIT or FAC set forth in this Agreement);

(f) by FCB if the  Closing  has not taken place on or before May 31, 1998 (other
than as a result of the failure on the part of FCB or any of the Shareholders to
comply with or perform any of their  respective  covenants  or  obligations  set
forth in this  Agreement or in any other  agreement or  instrument  delivered to
Triangle, QuickCREDIT or FAC); or

(g) by the mutual consent of Triangle, QuickCREDIT, FAC and FCB.

8.2 Termination Procedures. If Triangle,  QuickCREDIT or FAC wishes to terminate
this Agreement  pursuant to Section 8.1(a),  Section 8.1(c) or Section 8.1(e) of
this  Agreement,  Triangle,  QuickCREDIT  or FAC shall  deliver to FCB a written
notice stating that Triangle,  QuickCREDIT or FAC is terminating  this Agreement
and  setting  forth  a  brief  description  of  the  basis  on  which  Triangle,
QuickCREDIT or FAC is  terminating  this  Agreement.  If FCB wishes to terminate
this Agreement  pursuant to Section 8.1(b),  Section 8.1(d) or Section 8.1(f) of
this  Agreement,  FCB shall deliver to Triangle or  QuickCREDIT a written notice
stating  that  FCB is  terminating  this  Agreement  and  setting  forth a brief
description of the basis on which FCB is terminating this Agreement.

8.3 Effect of Termination.  If this Agreement is terminated  pursuant to Section
8.1 of this  Agreement,  all  further  obligations  of the  parties  under  this
Agreement shall terminate; provided, however, that no party shall be relieved of
any  obligation or liability  arising from any prior breach by such party of any
provision of this Agreement.



Section 9.        INDEMNIFICATION, ETC.

9.1 Survival of Representations  and Warranties.  All of the representations and
warranties of FCB, the Shareholders,  Triangle, QuickCREDIT and FAC contained in
this  Agreement  shall  survive  the  Closing for a period of 18 months from the
Closing Date.

9.2 Shareholders' Indemnity Agreement. Subject to Section 9.6 of this Agreement,
the  Shareholders,  jointly and  severally,  shall  defend,  indemnify  and hold
harmless  Triangle,   QuickCREDIT  and  the  Surviving  Corporation  (and  their
respective directors,  officers,  employees, agents, affiliates,  successors and
assigns)  from and  against any and all direct or  indirect  requests,  demands,
claims,  payments,  defenses,  obligations,   recoveries,  deficiencies,  fines,
penalties,  interest,  assessments,  actions,  liens,  causes of action,  suits,
proceedings,  judgments, losses, Damages (including without limitation punitive,
exemplary or consequential damages, lost income and profits and interruptions of
business of the Surviving Corporation),  liabilities, costs, and expenses of any
kind  (including  without  limitation  (i) interest,  penalties  and  reasonable
attorneys' fees and expenses,  (ii)  attorneys'  fees and expenses  necessary to
enforce their rights to indemnification  hereunder,  and (iii) consultants' fees
and other costs of defending or investigating any claim hereunder), and interest
on any amount payable as a result of the foregoing,  whether accrued,  absolute,
contingent,  known,  unknown,  or otherwise as of the Closing Date or thereafter
asserted  against,  imposed  upon or  incurred  by  Triangle,  QuickCREDIT,  the
Surviving Corporation or any of their respective directors, officers, employees,
agents, affiliates,  successors or assigns (collectively,  a "Loss of Triangle")
by reason of,  resulting from,  arising out of, based upon,  awarded or asserted
against or otherwise in respect of:

(a) any period or periods of  operation  of FCB ending  prior to the Closing and
which involve any claims against Triangle,  QuickCREDIT, FAC, FCB, the Surviving
Corporation  or their  respective  properties or assets,  relating to actions or
inactions of FCB or its respective officers, directors, shareholders,  employees
or agents prior to Closing, or the operation of the business of FCB prior to the
Closing unless such liability was disclosed on the FCB Financial  Statements and
adequate reserves were established therefor;

(b) any breach of any representation and warranty contained in this Agreement or
any  misrepresentation  in or  omission  on the part of FCB or the  Shareholders
contained in any  certificate or other document  furnished or to be furnished to
Triangle  or  QuickCREDIT  by FCB or any of the  Shareholders  pursuant  to this
Agreement;

(c) any breach or  nonfulfillment  on the part of FCB or any of the Shareholders
of any covenant contained in this Agreement;

(d) the  failure  of FCB or any of the  Shareholders  to  obtain,  prior  to the
Closing Date,  any consents of  Governmental  Bodies and other Persons as may be
necessary to permit the  consummation  of the Merger and to permit the Surviving
Corporation  to continue to operate the business of FCB in the manner  presently
conducted after the Closing Date;

(e) any  federal,  state,  local or foreign  taxes,  including  any interest and
penalties  thereon,  due from FCB or the Shareholders with respect to any period
prior to the Closing Date,  other than amounts accrued therefor on FCB Financial
Statements.

9.3  Indemnity   Agreement  of  QuickCREDIT   and  the  Surviving   Corporation.
QuickCREDIT  and  the  Surviving   Corporation  shall,  jointly  and  severally,
indemnify and hold harmless the Shareholders  (and their  respective  successors
and assigns) from and against any and all direct or indirect requests,  demands,
claims,  payments,  defenses,  obligations,   recoveries,  deficiencies,  fines,
penalties,  interest,  assessments,  actions,  liens,  causes of action,  suits,
proceedings,  judgments, losses, Damages (including without limitation punitive,
exemplary or consequential damages and lost income and profits and interruptions
of business),  liabilities,  costs, and expenses of any kind (including  without
limitation (i) interest,  penalties and reasonable attorneys' fees and expenses,
(ii)  attorneys'  fees  and  expenses  necessary  to  enforce  their  rights  to
indemnification  hereunder,  and  (iii)  consultants'  fees and  other  costs of
defending  or  investigating  any claim  hereunder,  and  interest on any amount
payable as a result of the foregoing)  whether  accrued,  absolute,  contingent,
known,  unknown or  otherwise  as of the  Closing  Date or  thereafter  asserted
against,  imposed  upon or  incurred  by the  Shareholders  or their  respective
representatives  or  assigns,  (a  "Loss of the  Shareholders")  by  reason  of,
resulting  from,  arising  out of,  based upon,  awarded or asserted  against in
respect of or otherwise in respect of:

(a) any period or periods of operation of the  Surviving  Corporation  beginning
after the Closing and which involve any claims against the Shareholders or their
respective  assets  relating  to  actions or  inactions  of  QuickCREDIT  or the
Surviving  Corporation or their respective  officers,  directors,  shareholders,
employees  or agents  after  the  Closing,  or the  operation  of the  Surviving
Corporation  after the Closing  (except to the extent any of the foregoing arise
from the acts or omissions of the Shareholders); and

(b) any breach of any  representation  and  warranty  or  nonfulfillment  of any
covenant or agreement on the part of Triangle,  QuickCREDIT  or FAC contained in
this Agreement,  or any  misrepresentation in or omission from or nonfulfillment
of any covenant on the part of the Triangle, QuickCREDIT or FAC contained in any
certificate  furnished  or to be  furnished  to the  Shareholders  by  Triangle,
QuickCREDIT or FAC pursuant to this Agreement.

(c) the guaranty by and between Howard M. Watch and The Maitland Building, dated
February 20, 1998,  guaranteeing the obligations of FCB under that certain lease
agreement  dated February 20, 1998 relating to the letting of commercial  office
space located at 235 S. Maitland Avenue, Suite 202, Maitland, Florida 32751.

9.4       Indemnification Procedure.

(a) Upon obtaining knowledge thereof, the party to be indemnified hereunder (the
"Indemnitee")  shall  promptly  notify the  indemnifying  party  hereunder  (the
"Indemnitor")  in writing of any damage,  claim,  loss,  liability or expense or
other matter which the Indemnitee has determined has given or could give rise to
a claim for which  indemnification  rights are granted  hereunder  (such written
notice referred to as the "Notice of Claim"). The Notice of Claim shall specify,
in all  reasonable  detail,  the nature and  estimated  amount of any such claim
giving rise to a right of indemnification, to the extent the same can reasonably
be estimated.  Any failure on the part of an Indemnitee to give timely notice to
the Indemnitor of a claim shall not affect the right of the Indemnitee to obtain
indemnification  from the  Indemnitor  with  respect  to such  claim  unless the
Indemnitor is actually harmed by such failure to notify,  and only to the extent
of such actual harm.

(b) With  respect  to any matter  set forth in a Notice of Claim  relating  to a
third party claim the Indemnitor shall defend, in good faith and at its expense,
any such claim or demand,  and the  Indemnitee,  at its expense,  shall have the
right to  participate  in the defense of any such third party claim.  So long as
Indemnitor  is  defending,  in good  faith,  any such  third  party  claim,  the
Indemnitee shall not settle or compromise such third party claim. The Indemnitee
shall make  available to the Indemnitor or its  representatives  all records and
other  materials  reasonably  required by them for use in  contesting  any third
party claim and shall  cooperate fully with the Indemnitor in the defense of all
such claims.  If the Indemnitor does not defend any such third party claim or if
the  Indemnitor  does not provide  the  Indemnitee  with  prompt and  reasonable
assurances  that  the  Indemnitor  will  satisfy  the  third  party  claim,  the
Indemnitee  may, at its option,  elect to defend any such third party claim,  at
the Indemnitor's  expense,  but subject to the Indemnitor's right to assume such
defense  from the  Indemnitee  at any  time.  An  Indemnitor  may not  settle or
compromise any claim without obtaining a full and  unconditional  release of the
Indemnitee,  unless the  Indemnitee  consents in writing to such  settlement  or
compromise.  Notwithstanding the foregoing, if there is a reasonable probability
that a third  party  claim  for which  Triangle,  QuickCREDIT  or the  Surviving
Corporation has indemnification  rights against the Shareholders hereunder which
will  materially  and adversely  affect  Triangle,  QuickCREDIT or the Surviving
Corporation other than as a result of money damages or other payments, Triangle,
QuickCREDIT or the Surviving Corporation shall be entitled to participate in the
defense of such claim at the Shareholders' expense.

9.5 Pledge of Stock as Security. As security for the payment of any and all sums
in respect of which the  Shareholders  may be liable  pursuant to Section 9.2 of
this  Agreement,  the  Shareholders  agree to pledge  20,000  shares of Triangle
Common Stock to be held in escrow by the law firm of Lawrence H. Katz,  Attorney
at Law, P.A., a Florida  professional  association,  341 North Maitland  Avenue,
Suite 120, Maitland,  Florida 32751-4761,  with Lawrence H. Katz, Esquire to act
as the escrow agent therefor in accordance with the terms of that certain Escrow
Agreement attached hereto as Exhibit M.

9.6 Set-off. Triangle,  QuickCREDIT and the Surviving Corporation shall have the
right to set-off and apply  against the shares of Triangle  Common Stock pledged
by the  Shareholders  pursuant  to Section 9.5 of this  Agreement  and any other
amounts owing from  Triangle,  QuickCREDIT  or the Surviving  Corporation to the
Shareholders  under any other  agreement  between  Triangle,  QuickCREDIT or the
Surviving  Corporation  and the  Shareholders,  all sums in respect of which the
Shareholders may be liable pursuant to Section 9.2 of this Agreement, such right
of set-off to be in addition  to and not in lieu of or an  election  against any
and all other  remedies  available to Triangle,  QuickCREDIT  and the  Surviving
Corporation under this Agreement or at law or in equity.



Section 10.        MISCELLANEOUS PROVISIONS

10.1  Further  Assurances.  Each  party  hereto  shall  execute  and cause to be
delivered to each other party hereto such instruments and other  documents,  and
shall take such other actions, as such other party may reasonably request (prior
to, at or after the Closing) for the purpose of carrying out or  evidencing  any
of the transactions contemplated by this Agreement.

10.2 Fees and Expenses.  Subject to Section 9 of this Agreement, all fees, costs
and expenses  (including legal fees and accounting fees) that have been incurred
or that  are  incurred  in the  future  by each  party  in  connection  with the
transactions  contemplated  by this  Agreement,  including  all fees,  costs and
expenses  incurred  by such  party in  connection  with or by  virtue of (a) any
investigation  and review conducted by such party of the other parties' business
(and the  furnishing of information in connection  with such  investigation  and
review),  (b) the negotiation,  preparation and review of this Agreement and all
agreements, certificates, opinions and other instruments and documents delivered
or to be delivered in  connection  with the  transactions  contemplated  by this
Agreement,  (c) the  preparation and submission of any filing or notice required
to be made or given in connection with any of the  transactions  contemplated by
this  Agreement,  and the  obtaining  of any Consent  required to be obtained in
connection with any of such transactions, and (d) the consummation of the Merger
shall  be  paid by  Triangle,  QuickCREDIT  or FAC,  if  incurred  by  Triangle,
QuickCREDIT  or  FAC,  and  by  the  Shareholders,  if  incurred  by  FCB or the
Shareholders.

10.3  Arbitration.  Except as provided in Section 10.11 of this  Agreement,  any
controversy,  dispute or claim  arising out of or relating to this  Agreement or
the breach  thereof  shall be settled by  arbitration.  Arbitration  proceedings
shall be conducted in accordance  with the rules then prevailing of the American
Arbitration Association or any successor.  The award of the Arbitration shall be
binding on the Parties. Judgment shall be entered upon an award of a majority of
the arbitrators filed in a court of competent jurisdiction and confirmed by such
court. Venue for Arbitration  proceedings shall be Broward County,  Florida. The
Parties consent that the costs of  arbitration,  attorneys' fees of the Parties,
together with all other  expenses  shall be paid as provided in the  Arbitration
award.

10.4  Broker's and Finder's  Fees.  Any agent,  broker,  finder,  person or firm
acting on behalf of the Shareholders or FCB, including without limitation George
Gobel  of  Access  Data  Systems,  Inc.,  which  is or will be  entitled  to any
commission or broker's or finder's fee from the Shareholders or FCB, or from any
person controlling,  controlled by or under common control with the Shareholders
or FCB, in connection with any of the transactions  contemplated herein shall be
paid by the Shareholders.

10.5 Notices. All notices and other  communications  required or permitted to be
delivered  to any party  under this  Agreement  shall be in writing and shall be
deemed to have been  given  only if and when (a)  personally  delivered,  or (b)
three (3) business days after mailing,  postage  prepaid,  by certified mail, or
(c) when delivered (and receipted for) by an overnight delivery service,  or (d)
when  first  sent  by  e-mail,   telecopier  or  other  means  of  instantaneous
communication  provided  such  communication  is promptly  confirmed by personal
delivery,  mail or an overnight delivery service as provided above, addressed in
each case as follows:

                  if to Triangle, QuickCREDIT, FAC or the Surviving Corporation:

                         QuickCREDIT Corp.
                         4400 West Sample Road
                         Suite 228
                         Coconut Creek, Florida  33073
                         Attention:  Van Saliba
                         Facsimile: (954) 975-7559

                  with a copy to:

                         Smith, Gambrell & Russell, LLP
                         Promenade II, Suite 3100
                         1230 Peachtree Street, N.E.
                         Atlanta, Georgia 30309-3592
                         Attention:  Peter B. Barlow, Esq.
                         Facsimile:  (404) 685-6972

                  if to FCB :

                           Florida Credit Bureau, Inc.
                         235 South Maitland Avenue, Suite 202
                         Maitland, Florida 32751
                           Attention: Howard M. Watch
                            Facsimile: (407) 539-0438

                  with a copy to:

                            Lawrence H. Katz, Esquire
                         Lawrence H. Katz, Attorney at Law, P.A.
                         341 North Maitland Avenue, Suite 120
                          Maitland, Florida 32751-4761
                            Facsimile: (407) 539-1466

                  if to the Shareholders:

                         Howard M. Watch
                         4922 Samoa Circle
                         Orlando, Florida 32808

Section 10.6 Time of the Essence. Time is of the essence of this Agreement.

10.7 Headings.  The bold-faced  Section headings contained in this Agreement are
for  convenience  of  reference  only,  shall not be deemed to be a part of this
Agreement and shall not be referred to in connection  with the  construction  or
interpretation of this Agreement.

10.8 Counterparts.  This Agreement may be executed in several counterparts, each
of which shall  constitute  an original and all of which,  when taken  together,
shall constitute one agreement.

10.9 Governing Law. This  Agreement  shall be construed in accordance  with, and
governed in all respects by, the internal laws of the State of Florida.

10.10 Successors and Assigns.  This Agreement shall be binding upon: FCB and its
successors and assigns (if any); the Shareholders and their respective  personal
representatives,  executors,  administrators,  estates,  heirs,  successors  and
assigns (if any); Triangle and its successors and assigns (if any);  QuickCREDIT
and its  successors and assigns (if any); and FAC and its successors and assigns
(if any). This Agreement  shall inure to the benefit of: FCB, the  Shareholders,
Triangle,  QuickCREDIT,  FAC  and  the  respective  successors,  heirs  personal
representatives  and assigns (if any) of the  foregoing.  Following  the Merger,
Triangle,  QuickCREDIT and FAC may freely assign any or all of their  respective
rights  under this  Agreement  (including  their  indemnification  rights  under
Section 9 of this  Agreement),  in whole or in part, to any other Person without
obtaining  the consent or  approval  of any other  party  hereto or of any other
Person; provided, however, that no assignment by Triangle, QuickCREDIT or FAC of
any or all of  their  respective  rights  under  this  Agreement  shall  relieve
Triangle,  QuickCREDIT or FAC of any of their respective  obligations under this
Agreement  (including  any  indemnification  obligation  under Section 9 of this
Agreement).

10.11 Remedies Cumulative;  Specific Performance. The rights and remedies of the
parties hereto shall be cumulative  (and not  alternative).  The parties to this
Agreement  agree that,  in the event of any breach or  threatened  breach by any
party to this Agreement of any covenant, obligation or other provision set forth
in this  Agreement  for the benefit of any other party to this  Agreement,  such
other  party  shall be entitled  (in  addition  to any other  remedy that may be
available to it) to (a) a decree or order of specific performance or mandamus to
enforce the  observance and  performance  of such covenant,  obligation or other
provision, and (b) an injunction restraining such breach or threatened breach.

10.12      Waiver.

(a) No failure on the part of any party to exercise any power, right,  privilege
or  remedy  under  this  Agreement,  and no delay  on the  part of any  party in
exercising any power,  right,  privilege or remedy under this  Agreement,  shall
operate as a waiver of such power, right,  privilege or remedy; and no single or
partial  exercise of any such power,  right,  privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege or
remedy.

(b) No party  shall be  deemed to have  waived  any  claim  arising  out of this
Agreement, or any power, right, privilege or remedy under this Agreement, unless
the waiver of such claim,  power,  right,  privilege or remedy is expressly  set
forth in a written  instrument  duly  executed  and  delivered on behalf of such
party;  and any such waiver shall not be applicable or have any effect except in
the specific instance in which it is given.

10.13  Amendments.  This  Agreement  may not be  amended,  modified,  altered or
supplemented  other  than by means of a written  instrument  duly  executed  and
delivered on behalf of all of the parties hereto.

10.14  Severability.  In the event that any provision of this Agreement,  or the
application of any such provision to any Person or set of  circumstances,  shall
be determined to be invalid,  unlawful, void or unenforceable to any extent, the
remainder of this Agreement, and the application of such provision to Persons or
circumstances  other  than  those as to which it is  determined  to be  invalid,
unlawful, void or unenforceable, shall not be impaired or otherwise affected and
shall continue to be valid and  enforceable  to the fullest extent  permitted by
law.

10.15  Parties  in  Interest.  Except  for the  provisions  of Section 9 of this
Agreement,  none of the  provisions of this Agreement is intended to provide any
rights or  remedies  to any  Person  other  than the  parties  hereto  and their
respective successors, heirs, personal representatives and assigns (if any).

10.16 Entire  Agreement.  This  Agreement and the other  agreements  referred to
herein set forth the entire  understanding of the parties hereto relating to the
subject  matter  hereof and  thereof  and  supersede  all prior  agreements  and
understandings, written or oral, among or between any of the parties relating to
the subject matter hereof and thereof.

10.17      Construction.

(a) For purposes of this Agreement,  whenever the context requires: the singular
number shall  include the plural,  and vice versa;  the  masculine  gender shall
include the feminine and neuter  genders;  the feminine gender shall include the
masculine and neuter genders;  and the neuter gender shall include the masculine
and feminine genders.

(b) The parties  hereto agree that any rule of  construction  to the effect that
ambiguities  are to be resolved  against the drafting party shall not be applied
in the construction or interpretation of this Agreement.

(c) As used  in  this  Agreement,  the  words  "include"  and  "including,"  and
variations  thereof,  shall not be deemed to be terms of limitation,  but rather
shall be deemed to be followed by the words "without limitation."

(d)  Except  as  otherwise  indicated,  all  references  in  this  Agreement  to
"Sections,"  "Exhibits"  and  "Schedules"  are  intended  to refer to  Sections,
Exhibits  and  Schedules  to this  Agreement.  All  Schedules  and  Exhibits are
integral  parts of this  Agreement and are  incorporated  into this Agreement by
reference.


         The  parties  hereto  have caused  this  Agreement  to be executed  and
delivered as of the date first above written.


                       "TRIANGLE"

                       TRIANGLE IMAGING GROUP, INC.


                       _________________________________________________________
                       By: Vito A. Bellezza
                       Title:  Chairman of the Board and Chief Executive Officer




                       "QUICKCREDIT"

                       QUICKCREDIT CORP.


                       _________________________________________________________
                       By:   Van Saliba
                       Title: President



                       "FAC"

                       FCB ACQUISITION CORP.


                       _________________________________________________________
                       By:   Van Saliba
                       Title: President



                       "FCB"

                       FLORIDA CREDIT BUREAU, INC.


                       _________________________________________________________
                       By:  Howard M. Watch
                       Title:   President



                       THE "SHAREHOLDER"


                       _________________________________________________________
                       (SEAL)
                       Howard M. Watch


<PAGE>



                                    EXHIBIT A

                   SHAREHOLDERS OF FLORIDA CREDIT BUREAU, INC.


Shareholder                                     Number and Class of Shares Owned

Howard M. Watch                                 100 shares of FCB Common Stock




<PAGE>





                                    EXHIBIT B

                   CERTAIN DEFINITIONS USED IN THIS AGREEMENT



         For purposes of the Agreement (including this Exhibit B):



     Acquisition   Transaction.   "Acquisition   Transaction"   shall  mean  any
transaction involving:

     (a) the sale,  license,  disposition  or  acquisition  of all or a material
portion of FCB's business or assets;

     (b) the issuance,  disposition  or  acquisition of (i) any capital stock or
other equity security of FCB; (ii) any option,  call,  warrant or right (whether
or not  immediately  exercisable)  to acquire,  or  otherwise  relating  to, any
capital stock or other equity security of FCB; or (iii) any security, instrument
or obligation that is or may become  convertible  into or  exchangeable  for any
capital stock or other equity security of FCB; or

     (c)  any  merger,  consolidation,  business  combination,  share  exchange,
reorganization or similar transaction involving FCB.

     Affiliate.   "Affiliate"  shall  have  the  meaning  specified  in  Section
2.15(a)(i) of this Agreement.

     Affiliate  Plan.  "Affiliate  Plan"  shall have the  meaning  specified  in
Section 2.22(b) of this Agreement.

     Agreement. "Agreement" shall mean the Agreement and Plan of Merger to which
this Exhibit B is attached (including all Exhibits and Schedules),  as it may be
amended from time to time.

     Associate.   "Associate"  shall  have  the  meaning  specified  in  Section
2.15(a)(i) of this Agreement.

     Balance Sheet Date.  "Balance Sheet Date" shall have the meaning  specified
in Section 2.8(a)(ii) of this Agreement.

     Certificate  of  Merger.  "Certificate  of Merger"  shall have the  meaning
specified in Section 1.3 of this Agreement.

     Closing.  "Closing" shall have the meaning specified in Section 1.3 of this
Agreement.

     Closing Date.  "Closing  Date" shall have the meaning  specified in Section
1.3 of this Agreement.

     Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.

     FCB Common Stock.  "FCB Common  Stock" shall have the meaning  specified in
the Recitals to this Agreement.

     FCB  Documents.  "FCB  Documents"  shall mean this  Agreement and the other
documents and agreements required to be executed and delivered by FCB hereunder.

     FCB Financial Statements. "FCB Financial Statements" shall have the meaning
specified in Section 2.8(a) of this Agreement.

     FCB and Shareholders'  Closing Certificate.  "FCB and Shareholders' Closing
Certificate"  shall  have  the  meaning  specified  in  Section  6.4(i)  of this
Agreement.

     FCB Stock  Certificate.  "FCB Stock  Certificate"  shall  have the  meaning
specified in Section 1.6 of this Agreement.

     Consent.  "Consent"  shall  mean  any  approval,   consent,   ratification,
permission, waiver or authorization (including any Governmental Authorization).

     Contract.  "Contract"  shall  mean any  written,  oral or other  agreement,
contract,  subcontract,   lease,  understanding,   instrument,  note,  warranty,
insurance policy,  benefit plan, or legally binding commitment or undertaking of
any nature.

     Damages.  "Damages"  shall  include any loss,  damage,  injury,  decline in
value, lost opportunity,  liability, claim, demand, settlement, judgment, award,
fine, penalty,  Tax, fee (including  reasonable  attorneys' fees),  charge, cost
(including costs of investigation) or expense of any nature.

     Effective  Time.  "Effective  Time"  shall have the  meaning  specified  in
Section 1.3 of this Agreement.

     Employment  Agreements.  "Employment  Agreements"  shall  have the  meaning
specified in Section 5.4 of this Agreement.

     Encumbrance.  "Encumbrance"  shall  mean any lien,  pledge,  hypothecation,
charge,  mortgage,   security  interest,   encumbrance,   claim,   infringement,
interference,  option,  right  of first  refusal,  preemptive  right,  community
property interest or restriction of any nature (including any restriction on the
voting  of  any  security),   any  restriction  of  any  nature  (including  any
restriction  on the voting of any security,  any  restriction on the transfer of
any  security  or other  asset,  any  restriction  on the  receipt of any income
derived  from  any  asset,  any  restriction  on the  use of any  asset  and any
restriction on the  possession,  exercise or transfer of any other  attribute of
ownership of any asset).

     Entity.  "Entity"  shall mean any  corporation  (including  any  non-profit
corporation),   general  partnership,  limited  partnership,  limited  liability
partnership,  joint  venture,  estate,  trust,  company  (including  any limited
liability   company  or  joint  stock  company),   firm  or  other   enterprise,
association, organization or entity.

     Environmental Law.  "Environmental Law" shall have the meaning specified in
Section 2.24(d) of this Agreement.

     ERISA.  "ERISA" shall mean the Employee  Retirement  Income Security Act of
1974, as amended.

     ERISA  Affiliate.  "ERISA  Affiliate"  shall have the meaning  specified in
Section 2.22(b) of this Agreement.

     FBCA. "FBCA" shall mean the Florida Business Corporation Act.

     Fixed Assets.  "Fixed  Assets" shall have the meaning  specified in Section
2.18 of this Agreement.

     Governmental  Body.  "Governmental  Body"  shall mean any court,  tribunal,
arbitrator,  authority, agency, commission, official or other instrumentality of
the United States, any foreign country or any domestic or foreign state, county,
city, local or other political subdivision.

     Hazardous Material.  "Hazardous  Material" shall have the meaning specified
in Section 2.24(d) of this Agreement.

     Hazardous  Waste.  "Hazardous  Waste"  shall have the meaning  specified in
Section 2.24(d) of this Agreement.

     Indemnitor. "Indemnitor" shall have the meaning specified in Section 9.4(a)
of this Agreement.

     Indemnitee. "Indemnitee" shall have the meaning specified in Section 9.4(a)
of this Agreement.

     Intellectual  Property.  "Intellectual  Property"  shall  have the  meaning
specified in Section 2.19 of this Agreement.

     Investment Letter.  "Investment Letter" shall have the meaning specified in
Section 5.7 of this Agreement.

     Leases.  "Leases" shall have the meaning  specified in Section 2.16 of this
Agreement.

     Legal  Proceeding.   "Legal  Proceeding"  shall  mean  any  action,   suit,
litigation,    arbitration,   proceeding   (including   any   civil,   criminal,
administrative, investigative or appellate proceeding), hearing, inquiry, audit,
examination  or  investigation  commenced,  brought,  conducted  or  heard by or
before,  or otherwise  involving,  any court or other  Governmental  Body or any
arbitrator or arbitration panel.

     Legal  Requirement.  "Legal  Requirement"  shall mean any  federal,  state,
local, municipal, foreign or other law, statute, constitute, principle of common
law, resolution,  ordinance,  code, edict, decree, rule,  regulation,  ruling or
requirement issued, enacted, adopted, promulgated,  implemented or otherwise put
into effect by or under the authority of any Governmental Body.

     Loss of the Shareholders. "Loss of the Shareholders" shall have the meaning
specified in Section 9.3 of this Agreement.

     Loss of Triangle.  "Loss of Triangle"  shall have the meaning  specified in
Section 9.2 of this Agreement.

     Material Adverse Effect. A violation or other matter will be deemed to have
a "Material Adverse Effect" on FCB if such violation or other matter (considered
together  with  all  other  matters  that  would  constitute  exceptions  to the
representations  and  warranties  set  forth in the  Agreement  or in FCB's  and
Shareholders'  Closing  Certificate  but for the presence of  "Material  Adverse
Effect" or other materiality qualifications,  or any similar qualifications,  in
such  representations  and warranties)  would have a material  adverse effect on
FCB's  business,   condition,   assets,   liabilities,   operations,   financial
performance or prospects.

     Merger.  "Merger" shall have the meaning  specified in the Recitals to this
Agreement.

     Merger  Consideration.   "Merger  Consideration"  shall  have  the  meaning
specified in Section 1.8 of this Agreement.

     Notice of Claim.  "Notice of Claim"  shall have the  meaning  specified  in
Section 9.4(a) of this Agreement.

     Person. "Person" shall mean any individual, Entity or Governmental Body.

     Permit.  "Permit" shall have the meaning  specified in Section 2.27 of this
Agreement.

     Permitted  Liens.  "Permitted  Liens"  shall have the meaning  specified in
Section 2.13 of this Agreement.

     Plan.  "Plan" shall have the meaning  specified in Section  2.22(a) of this
Agreement.

     Pre-Closing Period.  "Pre-Closing  Period" shall have the meaning specified
in Section 4.1 of this Agreement.

     Release.  "Release" shall have the meaning specified in Section 5.6 of this
Agreement.

     Representatives.   "Representatives"   shall  mean   officers,   directors,
employees, agents, attorneys, accounts, advisors and representatives.

     Restrictive  Covenants Agreement.  "Restrictive  Covenants Agreement" shall
have the meaning specified in Section 5.5 of this Agreement.

     Scheduled  Closing  Time.  "Scheduled  Closing Time" shall have the meaning
specified in Section 1.3 of this Agreement.

     SEC. "SEC" shall mean the United States Securities and Exchange Commission.

     Secretary of State.  "Secretary of State" shall have the meaning  specified
in Section 1.3 of this Agreement.

     Securities Act. "Securities Act" shall mean the Securities Act of 1933.

     Share Subscription Agreement. "Share Subscription Agreement" shall have the
meaning specified in Section 5.7 of this Agreement.

     Shareholder  Documents.  "Shareholder  Documents" shall mean this Agreement
and the other documents and agreements  required to be executed and delivered by
the Shareholders hereunder.

     Escrow  Agreement.  "Escrow  Agreement" shall have the meaning specified in
Section 9.5 of this Agreement.

     Surviving  Corporation.  "Surviving  Corporation"  shall  have the  meaning
specified in Section 1.1 of the Agreement.

     Tax.  "Tax" shall mean any tax  (including  any income tax,  franchise tax,
capital gains tax, gross receipts tax,  value-added tax, surtax,  excise tax, ad
valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business
tax, withholding tax or payroll tax), levy, assessment,  tariff, duty (including
any  customs  duty),  deficiency  or  fee,  and any  related  charge  or  amount
(including any fine, penalty or interest),  imposed, assessed or collected by or
under the authority of any Governmental Body.

     Tax Return.  "Tax Return" shall mean any return  (including any information
return),   report,   statement,   declaration,   estimate,   schedule,   notice,
notification, form, election, certificate or other document or information filed
with or  submitted  to,  or  required  to be filed  with or  submitted  to,  any
Governmental Body in connection with the determination,  assessment,  collection
or payment of any Tax or in connection with the  administration,  implementation
or enforcement of or compliance with any Legal Requirement relating to any Tax.

     Triangle  Common  Stock.  "Triangle  Common  Stock"  shall have the meaning
specified in Section 1.7(b) of this Agreement.

     Triangle Closing Certificate. "Triangle Closing Certificate" shall have the
meaning specified in Section 7.4(b) of this Agreement.

     Triangle Documents.  "Triangle Documents" shall mean this Agreement and the
other documents and agreements required to be executed and delivered by Triangle
or FAC hereunder.

     Triangle SEC  Documents.  "Triangle SEC  Documents"  shall have the meaning
specified in Section 3.5(a) of this Agreement.

     Unaudited  Balance  Sheet.  Unaudited  Balance Sheet shall have the meaning
specified in Section 2.8(a)(ii) of this Agreement.





<PAGE>



                                    EXHIBIT C

               DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION

1.       Directors:

                  Vito A. Bellezza



2.       Officers:

                  President: Van Saliba
                  Secretary: Harold S. Fischer



<PAGE>




                                    EXHIBIT D

                          ASSIGNMENT OF PROMISSORY NOTE

         THIS  ASSIGNMENT  AGREEMENT  is made and entered  into this 22nd day of
May,  1998,  by  and  between  FCB  Acquisition  Corp.,  a  Florida  corporation
(hereinafter  referred  to as  "Assignor")  and Howard M. Watch,  an  individual
resident of the State of Florida (hereinafter referred to as "Assignee");


                              W I T N E S S E T H:


         WHEREAS,  Financial  Resource  Systems,  Inc.,  a  Florida  corporation
executed and  delivered a promissory  note payable to Assignor on or about April
6, 1998, in the original principal amount of $32,000.00 (the "Promissory Note"),
a copy of which is attached  hereto as Exhibit A and is  incorporated  herein by
this reference, in consideration for the investment by Assignor in FRS; and

         WHEREAS,  in  consideration  for the  entry  into  and  performance  by
Assignee of his obligations  under that certain Agreement and Plan of Merger and
Reorganization  (the  "Merger  Agreement")  by  and  among  Assignor,  Assignee,
Triangle Imaging Group, Inc., a Florida corporation,  QuickCREDIT Corp., Inc., a
Florida  corporation,  and Florida Credit Bureau,  Inc., Assignor covenanted and
agreed in the Merger  Agreement  to convey,  transfer  and assign all  interest,
right and title of Assignor in and to the Promissory Note to Assignee;

         NOW,  THEREFORE,  in  consideration  of the  mutual  terms,  covenants,
conditions and agreements in the Merger Agreement and hereinafter  contained and
for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged by each of the parties, it is hereby agreed by and among the
parties as follows:

1. Assignor hereby transfers,  assigns, conveys and sets over to Assignee all of
Assignor's right, title and interest in and to the Promissory Note together with
all proceeds derived therefrom and any and all security instruments securing the
payment of the indebtedness evidenced thereby.

2. This Agreement  shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Assignment
Agreement under seal as of the date first above written.


                                    ASSIGNOR

                                    FCB Acquisition Corp.
                                    A Florida corporation



                                    ____________________________________________
                                    Van Saliba, President




                                                 [CORPORATE SEAL]



                                    ASSIGNEE

                                    Howard M. Watch
                                    A Florida resident


                                    ____________________________________________
                                    Howard M. Watch



<PAGE>






                                    EXHIBIT E

                           ASSIGNMENT OF BANK ACCOUNTS

         THIS  ASSIGNMENT  AGREEMENT  is made and entered  into this 22nd day of
May,  1998,  by  and  between  FCB  Acquisition  Corp.,  a  Florida  corporation
(hereinafter  referred  to as  "Assignor")  and Howard M. Watch,  an  individual
resident of the State of Florida (hereinafter referred to as "Assignee");


                              W I T N E S S E T H:


         WHEREAS,  in  consideration  for the  entry  into  and  performance  by
Assignee of his obligations  under that certain Agreement and Plan of Merger and
Reorganization  (the  "Merger  Agreement")  by  and  among  Assignor,  Assignee,
Triangle Imaging Group, Inc., a Florida corporation,  QuickCREDIT Corp., Inc., a
Florida  corporation,  and Florida Credit Bureau,  Inc., Assignor covenanted and
agreed in the Merger  Agreement  to convey,  transfer  and assign all  interest,
right and title of Assignor in and to FCB's  Operating  Account,  account number
016604003538,  and FCB'S Money Market  Account,  account number  01606018916(the
"Bank Accounts"), to Assignee;

         NOW,  THEREFORE,  in  consideration  of the  mutual  terms,  covenants,
conditions and agreements in the Merger Agreement and hereinafter  contained and
for other good and valuable consideration, the receipt, adequacy and sufficiency
of which are hereby  acknowledged by each of the parties, it is hereby agreed by
and among the parties as follows:

1. Assignor hereby transfers,  assigns, conveys and sets over to Assignee all of
Assignor's right, title and interest in and to the Bank Accounts.

         2. Assignee hereby agrees to indemnify and hold harmless Assignor,  and
its  successors  and  assigns,  from and  against any and all direct or indirect
demands,  claims,  obligations,   recoveries,  deficiencies,  fines,  penalties,
interest,  assessments,  actions, liens, suits, proceedings,  judgments, losses,
damages,  and costs and expenses of any kind,  by reason of,  resulting  from or
arising out of any overdraft,  assertion of nonsufficient  funds, or other claim
that the cash  balance  in  either or both of the Bank  Accounts  is at any time
insufficient  to cover,  pay, or otherwise  satisfy any claim for payment or any
withdrawal,  transfer,  draft or other  instrument  drawn  against or  otherwise
giving a claim of right to the cash balance in either of the Bank Accounts.

         3. Assignee  hereby  agrees to close the Bank Accounts  within ten (10)
business days of the date hereof.

         4. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Assignment
Agreement under seal as of the date first above written.


                                    ASSIGNOR

                                    FCB Acquisition Corp.
                                    A Florida corporation



                                    ____________________________________________
                                    Van Saliba, President



                                                 [CORPORATE SEAL]



                                    ASSIGNEE

                                    Howard M. Watch
                                    A Florida resident


                                    ____________________________________________
                                    Howard M. Watch



<PAGE>




                                    EXHIBIT F

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT  AGREEMENT (this  "Agreement") is made and entered into
as of the 22nd day of May, 1998, by and between FCB ACQUISITION CORP., a Florida
corporation (the "Company"),  and HOWARD M. WATCH, an individual resident of the
State of Florida ("Employee").


                              W I T N E S S E T H:

         WHEREAS, the Company and Employee are parties to that certain Agreement
and Plan of Merger and  Reorganization,  dated as of May 22,  1998 (the  "Merger
Agreement"), which contemplates the execution of this Agreement; and

         WHEREAS,  the Company desires to retain Employee,  and Employee desires
to be retained by the Company,  all in accordance  with the terms and conditions
of the Merger Agreement and as hereinafter set forth;

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  premises,
covenants  and   agreements  set  forth  herein  and  other  good  and  valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of which  are  hereby
acknowledged, the parties hereto covenant and agree as follows:

1.                Employment and Duties.

(a) Subject to the terms and conditions set forth in this Agreement, the Company
shall employ  Employee,  and Employee shall serve the Company as office manager.
Employee  shall  report to, and be subject to the  supervisory  authority of the
chief  executive  officer (the "CEO") of the Company or such other person as the
CEO may designate.

(b) At all times during the term hereof,  Employee shall, for the benefit of the
Company,  use his  skills,  knowledge  and  specialized  training to perform the
duties and  exercise  the  powers,  functions  and  discretions  incident to his
position as office manager  (including  preserving the Company's current base of
clients)  or which  from  time to time,  consistent  with such  position  may be
assigned  to or vested in him by the CEO or board of  directors  of the  Company
(the  "Board"),  in an  efficient  and  competent  manner  and on such terms and
subject  to such  restrictions  as the CEO or the  Board  may from  time to time
reasonably impose.

(c) At all times during the term hereof,  Employee  shall during normal  working
hours, devote such time and attention as are reasonably  necessary to his duties
hereunder  (reasonable  vacation  time  and  absence  for  sickness  or  similar
disability excepted).

2. Term.  The term of this  Agreement  shall  begin as of the date  hereof  (the
"Effective  Date") and shall end on the first  anniversary  date  following  the
Effective  Date  unless  terminated  earlier  as  provided  in  this  Agreement.
Following  expiration of the initial term,  this  Agreement  shall continue on a
month-to-month  basis,  terminable  by either  party with or without  cause upon
thirty (30) days written notice to the other party.

3.                Compensation.

(a)  Subject to the terms of this  Agreement,  as  compensation  for  Employee's
services,  the Company  shall pay Employee an annual salary of $60,000 per year.
Employee's salary shall be payable to Employee on the regularly  reoccurring pay
period established by the Company, but not less than monthly.

(b) In addition to the salary described in subsection 3(a) above, Employee shall
be entitled to  reimbursement  by the  Company  for all actual,  reasonable  and
direct  expenses  incurred by him in the  performance  of his duties  hereunder,
provided  such  expenses  (i)  are  business  expenses  that  are  properly  tax
deductible for the Company (ii) were  pre-approved by an appropriate  officer of
the Company and (iii) were  otherwise  incurred in accordance  with the policies
and  procedures  established  by the Company from time to time.  Employee  shall
provide the Company with written  documentation  of any expenses  submitted  for
reimbursement as required by Company policy,  and reimbursement for each item of
approved expense shall be made within a reasonable time.

4.                Employment Benefits.

(a) Employee  shall be entitled to the company  benefits  and vacation  days set
forth on  Exhibit  "A"  attached  hereto  and made a part  hereof.  The  Company
reserves the right, in its sole discretion,  to alter,  amend or discontinue any
of such employee benefit programs at any time.

(b)  Employee  acknowledges  that the  Company  may  adopt  employee  handbooks,
policies and procedures  from time to time and Employee  agrees to adhere to the
terms of any  handbook,  policy or procedures  which the Company may adopt.  The
Company reserves the right, in its sole discretion, to alter, amend or terminate
any handbook, policy or procedure.

5.                Termination of Employment.

(a) If the Company terminates  Employee's  employment With Cause (as hereinafter
defined),  all obligations of Company to provide compensation and benefits under
this Agreement  shall cease as of the effective date of, and Employee shall have
no claim  against  the  Company  for  damages or  otherwise  by reason of,  such
termination.

(b) If during the term of this  Agreement,  the  Company  terminates  Employee's
employment  Without  Cause  (as  hereinafter  defined),  then  Employee  will be
entitled to continue to receive  Employee's salary on the regularly  reoccurring
pay  period  of the  Company  until  the  end of the  first  anniversary  of the
Effective Date  ("Post-termination  Compensation") as liquidated  damages and in
lieu of any other  compensation or claims in connection with such termination or
Employee's employment with the Company; provided, however, that the Company may,
in its sole discretion, elect to pay Employee's post-termination Compensation in
one payment. Provided,  further, that Employee's  Post-termination  Compensation
shall cease to accrue and Employee shall have no further entitlement to the same
from and after the earlier of the  Employee's  death,  or the date of a material
breach by Employee  of any of the  post-employment  covenants  set forth in this
Agreement or of any of the representations, warranties and covenants of Employee
contained  in the Merger  Agreement  which breach  results in any harm,  cost or
expense,  whether direct or indirect,  to the Company. The Company may condition
payment of  Post-termination  Compensation,  whether  such  payments are made in
accordance with the Company's regularly  reoccurring pay schedule or are paid in
a single payment, upon Employee's execution of an unconditional release in favor
of the Company of all obligations of the Company under this Agreement.

(c) "With Cause" means the termination of employment resulting from:

(i) any act or omission which  constitutes a material  breach by Employee of his
obligations  under this  Agreement  or of the  representations,  warranties  and
covenants under the Merger Agreement which results in any harm, cost or expense,
whether direct or indirect, to the Company;

(ii) the conviction of Employee in a court of competent jurisdiction of a felony
or any crime involving moral turpitude, fraud or dishonesty;

(iii)  the  perpetration  by  Employee  of any  act of  material  misconduct  or
dishonesty  whether  relating  to  the  Company,   the  Company's  employees  or
otherwise,  including,  without limitation,  entering into any secret agreement,
orally or in writing,  with a competitor  of the Company or with a client of the
Company;

(iv) the use of illegal drugs by the Employee, or drunkenness or substance abuse
by the Employee which interferes with the performance of his duties hereunder;

     (v) gross  incompetence  on the part of Employee in the  performance of his
duties hereunder;

(vi) Employee's failure, refusal or inability to follow any lawful directives of
the Board,  the CEO or any person  designated  by the CEO to serve as Employee's
supervisor;

(vii)  taking  secret  charges on  transactions  between  the  Company and third
parties; or

(viii) any other act or omission  (other than an act or omission  resulting from
the  exercise by  Employee of good faith  business  judgment)  which  materially
impairs the financial condition or business reputation of the Company.

(d) "Without  Cause" means the  termination  of  employment  resulting  from any
reason other than those enumerated in subsection (c) above.


6.                Final Settlement and Effect of Termination.

(a) Upon  termination  of this  Agreement and payment to Employee of all amounts
due Employee hereunder, Employee or his representative shall execute and deliver
to the Company, on a form prepared by the Company, a receipt for such sums and a
release of all claims for payment due  pursuant to this  Agreement,  except such
claims as may have been  submitted  pursuant to the terms of this  Agreement and
which remain unpaid.

(b) The  provisions  of this  Agreement  shall survive the  termination  of this
Agreement and the  termination of Employee's  employment with the Company to the
extent  required to give full effect to the covenants and  agreements  contained
herein.

7.                Confidentiality.

(a) Employee  agrees that,  both during the term of his employment and after the
termination  of his  employment  for any reason,  Employee shall not directly or
indirectly  use or disclose,  except as  authorized by the Company in connection
with the performance of Employee's  duties,  any  Confidential  Information,  as
defined hereinafter, that Employee may have or acquire (whether or not developed
or compiled by Employee and whether or not Employee has been  authorized to have
access to such Confidential  Information) during the term of this Agreement. The
term "Confidential Information" as used in this Agreement shall mean and include
any information,  data and know-how relating to the business of the Company that
is  disclosed  to  Employee  by the  Company  or known by him as a result of his
relationship  with  the  Company  and not  within  the  public  domain  (whether
constituting a trade secret or not), including without limitation, the following
information:

(i) financial  information,  such as Company's earnings,  assets, debts, prices,
fee structure,  volumes of purchases or sales or other financial  data,  whether
relating to Company generally, or to particular products,  services,  geographic
areas, or time periods;

(ii) marketing information,  such as details about ongoing or proposed marketing
programs  or  agreements  by or on behalf of  Company,  marketing  forecasts  or
results of marketing efforts or information about impending transactions;

(iii) intellectual  property  information,  such as formulas,  design details or
parameters,  software source code, proprietary programs, devises, techniques and
processes,  ongoing or planned activities in intellectual  property development,
ongoing or planned joint venture activities, and licensing terms or conditions;

(iv) personnel  information,  such as employees'  personal or medical histories,
compensation  or other  terms of  employment,  actual  or  proposed  promotions,
hiring,  resignations,  disciplinary actions,  terminations or reasons therefor,
training methods, performance, or other employee information;

(v)  customer  information,  such  as  any  compilation  of  past,  existing  or
prospective  customers,  customer  proposals or agreements between customers and
Company,  status of customer  accounts or credit,  or related  information about
actual or prospective customers; or

     (vi)  information  with  respect to any  customer  affairs that the Company
agreed to treat as confidential.

The term "Confidential Information" does not include information that has become
generally  available  to the  public  by the act of one who  has  the  right  to
disclose  such  information  without  violating  any right of the Company or the
client to which such information pertains.

(b) The covenant  contained in this Section 7 shall survive the  termination  of
Employee's  employment  with the  Company for any reason for a period of two (2)
years;  provided,  however,  that with  respect to those  items of  Confidential
Information  which  constitute  trade secrets under  applicable law,  Employee's
obligations of confidentiality and non-disclosure as set forth in this Section 7
shall  continue  to survive  after such two (2) year  period for as long as such
items remain trade secrets under applicable law. These rights of the Company are
in  addition to those  rights the  Company has under the common law,  applicable
statutes for the protection of trade secrets or any other agreement  between the
Company and Employee respecting the subject matter hereof.

8. Rights to Materials.  All records,  files,  memoranda,  reports, price lists,
customer lists, drawings, plans, sketches, documents and the like (together with
all copies  thereof)  relating to the  business of the Company,  which  Employee
shall use or prepare  or come in  contact  with in the course of, or as a result
of,  his  employment  shall,  as between  the  parties  hereto,  remain the sole
property of the Company.  Upon the  termination  of his  employment  or upon the
prior demand of the Company,  he shall immediately return all such materials and
shall not thereafter cause removal thereof from the premises of the Company.

9. Works Made for Hire. The Company and Employee  acknowledge that in the course
of Employee's  employment by the Company,  Employee may from time to time create
for the  Company  copyrightable  works.  Such  works  may  consist  of  manuals,
pamphlets,  instructional  materials,  computer programs,  films, tapes or other
copyrightable  material,  or  portions  thereof,  and may be  created  within or
without the Company's  facilities  and before,  during or after normal  business
hours.  All such works  related to or useful in the  business of the Company are
specifically intended to be works made for hire and shall be the property of the
Company,  and Employee shall cooperate with the Company in the protection of the
Company's copyrights therein and, to the extent deemed desirable by the Company,
the registration of such copyrights.

10.   Discoveries.   Employee  agrees  that  any   inventions,   discoveries  or
improvements  that  Employee  may  develop  or  conceive  during  the  course of
Employee's employment shall be the sole property of the Company. Employee agrees
to promptly disclose to the Company in writing all such inventions,  discoveries
and improvements,  whether directly or indirectly related to the business of the
Company or whether made solely by the Employee or in conjunction with others. At
the Company's request and expense, both during and after Employee's  employment,
Employee will promptly execute a specific assignment of title to the Company (or
any  specified  member  thereof) of each  invention,  discovery  or  improvement
described  in the  preceding  paragraph,  and perform all other acts  reasonably
necessary to enable the Company to secure a patent therefor in the United States
and in foreign countries and to maintain,  defend and assert such patents.  This
obligation shall survive the termination or expiration of this Agreement.

11. Severability.  Except as noted below, should any provision of this Agreement
be  declared  or  determined  by  any  court  of  competent  jurisdiction  to be
unenforceable  or invalid for any reason,  the validity of the remaining  parts,
terms or  provisions  of this  Agreement  shall not be affected  thereby and the
invalid or  unenforceable  part,  term or provision  shall be deemed not to be a
part of this  Agreement.  The  covenants  set forth in this  Agreement are to be
reformed  pursuant to Section 12 if held to be unreasonable  or enforceable,  in
whole or in part, and, as written and as reformed, shall be deemed to be part of
this Agreement.

12.  Reformation.  If any of the  covenants  or promises of this  Agreement  are
determined by any court of law or equity, with jurisdiction over this matter, to
be overly broad and  therefore  unenforceable,  in whole or in part, as written,
Employee  hereby consents to and  affirmatively  requests that said court narrow
the scope of the covenant or promise so as to be reasonable and  enforceable and
that said court enforce the covenant or promise as so reformed.

13. Injunctive Relief. Employee understands, acknowledges and agrees that in the
event of a breach or  threatened  breach of any of the  covenants  and  promises
contained in Sections 7, 8, 9 and 10, the Company will suffer irreparable injury
for which there is no adequate  remedy at law and the Company will  therefore be
entitled  to  injunctive  relief  enjoining  said breach or  threatened  breach.
Employee further acknowledges, however, that the Company shall have the right to
seek a remedy at law as well as or in lieu of  equitable  relief in the event of
any such breach.

14. Assignment. This Agreement is a contract for personal services and shall not
be assigned by the  Company or  Employee  in any manner or by  operation  of law
except by mutual written consent of the parties hereto; provided,  however, that
this restriction against assignment shall not preclude assignment by the Company
without  the consent of  Employee  as a result of a merger  into,  consolidation
with,  or sale of  substantially  all of the  assets of the  Company  to another
entity. The terms and provisions of this Agreement shall inure to the benefit of
and be  binding  upon the  Company  and its  successors  and  assigns,  and upon
Employee and his heirs and personal representatives.  The term "Company" as used
in this  Agreement  shall be deemed to include the successors and assigns of the
original or any subsequent  entity  constituting  the Company as well as any and
all divisions, subsidiaries, or affiliates thereof.

15. Waiver.  The waiver by any party to this Agreement of a breach of any of the
provisions  of this  Agreement  shall not operate or be construed as a waiver of
any subsequent or simultaneous breach.

16.  Applicable  Law.  This  Agreement  shall be governed  by,  interpreted  and
construed under the internal laws of the State of Florida  without  reference to
its conflict of laws principles.

17. Headings and Captions.  The headings and captions used in this Agreement are
for convenience of reference only, and shall in no way define,  limit, expand or
otherwise affect the meaning or construction of any provision of this Agreement.

18.  Notice.  Any notice  required  or  permitted  to be given  pursuant to this
Agreement  shall be deemed  sufficiently  given when delivered in person or when
deposited,  properly  addressed,  in the United States mail, first class postage
prepaid, return receipt requested.

19. Gender.  All pronouns or any variations  thereof contained in this Agreement
refer to the masculine,  feminine or neuter, singular or plural, as the identity
of the person or persons may require.

20. Entire  Agreement.  This Agreement  constitutes the entire agreement between
the Company and Employee  with respect to the subject  matter of this  Agreement
and supersedes any prior  agreements or  understandings  between the Company and
Employee  with  respect to such subject  matter.  No amendment or waiver of this
Agreement or any provision hereof shall be effective unless in writing signed by
both of the parties.  Notwithstanding the foregoing,  Employee acknowledges that
he is entering into this Agreement in connection with the acquisition of Florida
Credit Bureau, Inc. ("FCB"), by the Company pursuant to the Merger Agreement, to
which Employee is a party. In the event of any direct or irreconcilable conflict
between this  Agreement and the Merger  Agreement,  the Merger  Agreement  shall
control.

21.  Termination  of Merger  Agreement.  In the event the  Merger  Agreement  is
terminated in  accordance  with its terms prior to  consummation  of the Merger,
this Agreement shall be null and void.

        IN WITNESS WHEREOF,  the Company and Employee have caused this Agreement
to be executed, under seal, as of the date and year first above written.



                                    "COMPANY"

                                      FCB ACQUISITION CORP.
                                      a Florida corporation


                                      By:_______________________________________
                                      Name: Van Saliba
                                      Title: President



                                                [CORPORATE SEAL]





                                      "EMPLOYEE"



                                      ____________________________________(L.S.)
                                      HOWARD M. WATCH


<PAGE>





                                   EXHIBIT "A"



                                COMPANY BENEFITS



        The normal benefits enjoyed by all Triangle  employees,  including life,
medical,  dental,  disability insurance and participation in the Triangle 401(k)
Plan.




<PAGE>





                                    EXHIBIT G

                         RESTRICTIVE COVENANTS AGREEMENT

        THIS RESTRICTIVE  COVENANTS  AGREEMENT (this "Agreement") is dated as of
May 22, 1998, by and among Triangle Imaging Group,  Inc., a Florida  corporation
("Triangle"),  QuickCREDIT  Corp., a Florida  corporation  ("QuickCREDIT"),  FCB
Acquisition Corp., a Florida corporation ("FAC") (Triangle,  QuickCREDIT and FAC
collectively  referred to as  "Acquirors")  and Howard M. Watch,  an  individual
resident of the State of Florida ("Shareholder").

                              W I T N E S S E T H:

        WHEREAS, Triangle, QuickCREDIT, FAC and Shareholder have entered into an
Agreement  and  Plan of  Merger  and  Reorganization  (the  "Merger  Agreement")
providing for the merger of Florida  Credit Bureau,  Inc.  ("FCB") with and into
FAC, with FAC being the  surviving  corporation  of such merger (the  "Surviving
Corporation"); and

        WHEREAS,  Shareholder is a shareholder and executive officer of FCB, and
such position has placed  Shareholder in a position of confidence and trust with
respect to FCB; and

        WHEREAS,  the Merger Agreement requires that Shareholder enter into this
Agreement as a condition precedent to the merger of FCB and FAC; and

        WHEREAS,  in  consideration  of  Acquiror's   covenants  in  the  Merger
Agreement  and to induce  Buyer to acquire FCB,  the  Shareholder  is willing to
enter into this Agreement and to comply with the restrictive covenants contained
herein.

        NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
agreements of the parties hereto, and for other good and valuable consideration,
including,  without  limitation,  the  Merger  Consideration,  as defined in the
Merger Agreement,  the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

1. Definitions. The following terms shall have the meanings set forth below for
purposes of this Agreement:

(a)                      The term "Area" shall mean the state of Florida.

(b) The term "Confidential  Information" shall mean and include any information,
data and know-how relating to the business of Triangle,  QuickCREDIT, FCB or the
Surviving  Corporation  and not  generally  within  the public  domain  (whether
constituting a trade secret or not) including  without  limitation the following
information:

(i) financial  information,  such as the earnings,  assets,  debts,  prices, fee
structures,  projections,  budgets,  margins, tax information or other financial
data of the business of Triangle, QuickCREDIT, FCB or the Surviving Corporation,
whether relating to the business of Triangle,  QuickCREDIT, FCB or the Surviving
Corporation  generally,  or to particular,  services,  geographic  areas or time
periods;

(ii) product and service information,  such as information  concerning the goods
and services  used or purchased by Triangle,  QuickCREDIT,  FCB or the Surviving
Corporation,  know-how,  techniques,  codes,  development  plans,  manuals,  the
identities  of  suppliers  and  consultants,  terms  of  supply  and  consulting
contracts, or of particular transactions, or related information about potential
suppliers and consultants,  to the extent that such information is not generally
known to the public,  and to the extent that the combination of suppliers or use
of a particular  supplier or consultant,  though  generally  known or available,
yields advantages to Triangle, QuickCREDIT, FCB or the Surviving Corporation the
details of which are not generally known;

(iii) marketing information, such as details about ongoing or proposed marketing
programs, strategies or agreements by or on behalf of Triangle, QuickCREDIT, FCB
or the Surviving  Corporation,  marketing  forecasts or strategies or results of
marketing efforts or information about impending transactions;

(iv) personnel  information,  such as employees'  personal or medical histories,
compensation  or other  terms of  employment,  actual  or  proposed  promotions,
hirings,  resignations,  disciplinary actions, terminations or reasons therefor,
training methods, performance, or other employee information;

(v) customer information, such as any compilations or lists of past, existing or
prospective  customers,  proposals,  bids or  agreements  between  customers and
Triangle,  QuickCREDIT,  FCB or the  Surviving  Corporation,  status of customer
accounts  or  credit,  or  related   information  about  actual  or  prospective
customers; and

(vi)  operations  information,  such as software,  systems,  techniques used and
developed by Triangle, QuickCREDIT, FCB or the Surviving Corporation, operations
manuals and personnel manuals.

        The term  "Confidential  Information" does not include  information that
has become generally available to the public by the act of one who has the right
to  disclose  such  information   without   violating  any  right  of  Triangle,
QuickCREDIT, FCB or the Surviving Corporation, as the case may be.

(c) The term  "Competing  Business"  shall mean and include any  proprietorship,
partnership,  joint venture, business trust,  corporation,  association or other
entity or person (other than Triangle,  QuickCREDIT or the Surviving Corporation
and any successor of Triangle, QuickCREDIT or the Surviving Corporation) engaged
at the time of such determination in the business of credit reporting.

(d) The term  "Customer"  or  "Customers"  shall mean any  person,  partnership,
association,   firm,  corporation  or  other  entities  which  at  the  time  of
determination has purchased,  during the previous two year period,  any services
or products from  Triangle,  QuickCREDIT,  FCB or the Surviving  Corporation  or
which  has  been  actively  sought  as  a  prospective   customer  of  Triangle,
QuickCREDIT, FCB or the Surviving Corporation during such period.

2.  Acknowledgments.  The Shareholder  acknowledges that this Agreement is being
executed  and  delivered  ancillary  to the  acquisition  of FCB for  separately
bargained-for consideration.  The Shareholder further acknowledges that FCB is a
highly  competitive  business,  strongly  dependent upon personal  contacts with
Customers and potential  Customers and the establishment of trust and confidence
in  relationships  between  the owners  and  executive  officers  of FCB and its
Customers.  The Shareholder agrees that Triangle,  QuickCREDIT and the Surviving
Corporation  would  suffer  great  loss  and  damage  if  the  Shareholder,   on
Shareholder's own behalf or on behalf of any Competing Business,  were to engage
in  a  business   competitive  with  Triangle,   QuickCREDIT  or  the  Surviving
Corporation.

3. Covenants.  Recognizing  the need of Triangle,  QuickCREDIT and the Surviving
Corporation  to protect  their  legitimate  business  interests,  including  the
goodwill of FCB acquired in the merger, and to induce Triangle,  QuickCREDIT and
the Surviving Corporation to enter into and perform their respective obligations
under the Merger  Agreement,  Shareholder  covenants  and agrees with  Triangle,
QuickCREDIT and the Surviving Corporation as follows:

(a) that  Shareholder  will not from the date of this  Agreement  until  two (2)
years  following  the date  hereof,  for  whatever  reason,  either  directly or
indirectly:

(i) within the Area, solicit the sale or lease on Shareholder's own behalf or in
the service of or on behalf of any  Competing  Business,  any product or service
similar to or in competition with the existing products or services of Triangle,
QuickCREDIT  or the  Surviving  Corporation  or any successor to the business of
Triangle, QuickCREDIT or the Surviving Corporation;

(ii) within the Area, either directly or indirectly, engage, participate, invest
in  (other  than  to hold 1% or less of any  class  of  securities  of a  public
company)  or  assist,  as owner,  part-owner,  stockholder,  partner,  director,
officer,  trustee,  employee,  agent,  consultant  or any  other  capacity,  any
Competing Business;

(iii)  solicit or attempt to  solicit,  directly  or by  assisting  others,  any
business from a Customer of Triangle,  QuickCREDIT or the Surviving  Corporation
for purposes of providing  products or services in  competition  with  Triangle,
QuickCREDIT or the Surviving Corporation.

(iv)  employ or  attempt to employ or assist  anyone  else in  employing  in any
Competing  Business any employee of the Triangle,  QuickCREDIT  or the Surviving
Corporation  (whether or not such employment is full or part time or pursuant to
a written or oral contract).

(b)  that  Shareholder  will not for a period  of five (5)  years  from the date
hereof,  for  whatever  reason,   disclose  or  use  or  otherwise  exploit  for
Shareholder's  own  benefit,  for the  benefit of any other  person,  or for the
benefit of any  Competing  Business,  any  Confidential  Information;  provided,
however,  that to the extent any  Confidential  Information  constitutes a trade
secret under  applicable  law, the  restrictions  contained in this Section 3(b)
shall continue to apply for so long as such information remains a trade secret.

4. Remedies.  Shareholder  acknowledges  that  irreparable loss and injury would
result to Triangle, QuickCREDIT and the Surviving Corporation upon any breach by
Shareholder of any of the covenants contained in this Agreement and that damages
arising out of such breach would be difficult to ascertain.  Shareholder  agrees
that, in addition to all other remedies provided at law or in equity,  Triangle,
QuickCREDIT  and the Surviving  Corporation , or each of them,  may petition and
obtain from a court of law or equity, without bond, both temporary and permanent
injunctive relief to prevent a breach by Shareholder of any such covenant.

5.             Miscellaneous.

(a) The terms and provisions of this Agreement shall inure to the benefit of and
be binding upon Acquirors,  the Surviving  Corporation and their  successors and
assigns,   and  upon  the  Shareholder  and  Shareholder's  heirs  and  personal
representatives.   The  rights  of  Triangle,   QuickCREDIT  and  the  Surviving
Corporation  hereunder may be assigned,  without the consent of Shareholder,  by
Triangle,  QuickCREDIT  and the  Surviving  Corporation  to any successor to the
business of Triangle,  QuickCREDIT,  or the  surviving  Corporation,  whether by
merger, sale of stock, sale of assets or other transaction.

(b) This Agreement  constitutes the entire Agreement  between the parties hereto
concerning  the subject  matter  hereof.  This  Agreement  shall not be altered,
modified,  amended or terminated  except by written  instrument  executed by the
parties hereto.

(c) This Agreement,  and the rights and liabilities of the parties hereto, shall
be  construed  in all  respects  in  accordance  with the  laws of the  State of
Florida.

(d) The covenants contained in this Agreement are separate and severable and the
invalidity or  unenforceability  of any one or more covenants,  shall not affect
the validity or enforceability of any other covenant contained herein. It is the
intention of the parties hereto that the  provisions of this Agreement  shall be
enforced to the fullest extent permissible under the laws and public policies of
each   jurisdiction  in  which  such   enforcement  is  sought,   but  that  the
enforceability  (or judicial  modification  to conform with such laws and public
policies, which the parties hereby expressly authorize), of any provision hereof
shall not render unenforceable or impair the remainder of this agreement,  which
shall be deemed  amended  to delete or  modify,  as  necessary,  the  invalid or
unenforceable  portions.  The  parties  hereto  acknowledge  and agree  that for
purposes of judicial  interpretation  or  enforcement  of this  Agreement,  this
Agreement  shall be deemed to have been executed and delivered  ancillary to the
sale of a business.

        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
executed as of the day and year first above written.



                                     TRIANGLE IMAGING GROUP, INC.



                                     ___________________________________________
                                     By: Vito A. Bellezza
                                     Title: Chairman and Chief Executive Officer




                                     QUICKCREDIT CORP.



                                     ___________________________________________
                                     By: Van Saliba
                                     Title: President




                                     FCB ACQUISITION CORP.



                                     ___________________________________________
                                     By: Van Saliba
                                     Title: President



                                   SHAREHOLDER



                                     ___________________________________________
                                     By: Howard M. Watch



<PAGE>




                                    EXHIBIT H

                                     RELEASE

     THIS RELEASE (the "Agreement") is executed and delivered as of May 22, 1998
by Howard  M.  Watch,  an  individual  resident  of the  State of  Florida  (the
"Shareholder")  in favor of, and for the benefit  of,  Triangle  Imaging  Group,
Inc.,  a  Florida  corporation   ("Triangle"),   QuickCREDIT  Corp.,  a  Florida
corporation  ("QuickCREDIT"),  FCB  Acquisition  Corp.,  a  Florida  corporation
("FAC")  and the  Representatives  of the  foregoing  corporations  (as  defined
below).

     WHEREAS,  the  Shareholder has entered into an Agreement and Plan of Merger
and Reorganization,  dated as of May 22, 1998 (the "Merger  Agreement"),  by and
among  Triangle,  QuickCREDIT,  FAC,  Florida  Credit  Bureau,  Inc.,  a Florida
corporation ("FCB"), and the Shareholder,  whereby FCB shall merge with and into
FAC at which time FCB shall cease to exist (the "Merger") and FAC shall continue
as the surviving corporation in the Merger (the "Surviving Corporation"); and

     WHEREAS,  pursuant  to the  requirements  of  Section  5.6  of  the  Merger
Agreement,  and  as a  condition  to  closing  and  effecting  the  Merger,  the
Shareholder is required to release and forever discharge Triangle,  QuickCREDIT,
FAC and the  Surviving  Corporation  and  each of  their  respective  directors,
officers,  agents  and  employees,  attorneys  and  stockholders  (collectively,
"Representatives"),  and the  Shareholder is willing to so release and discharge
Triangle,  QuickCREDIT,  FAC and the  Surviving  Corporation  and  each of their
respective  past,  present and future  Representatives  in  consideration of the
direct personal benefit to be derived by the Shareholder from the Merger;

     NOW, THEREFORE,  for and in consideration of the premises and the promises,
undertakings  and  covenants  set  forth  herein,  the  receipt,   adequacy  and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound hereby, agree as follows:

     1.  Release  by the  Shareholder.  The  Shareholder,  for  himself  and his
respective  heirs,  personal  representatives,  successors  and assigns,  hereby
releases and forever  discharges  Triangle,  QuickCREDIT,  FAC and the Surviving
Corporation,  their respective  affiliates,  successors and assigns, and each of
their respective past,  present or future  Representatives,  of and from any and
all causes of action  and  claims for relief of any kind and nature  whatsoever,
known and unknown, anticipated and unanticipated,  absolute or contingent, past,
present  and  future,  for or on account  of any and all  losses,  injuries,  or
damages, including all consequential,  incidental, and derivative damages of any
kind and nature, arising on or before the Closing Date (as defined in the Merger
Agreement),  resulting  or to  result  from  or in any  way  growing  out of the
previous  employment  relationship  between the Shareholder and FCB prior to the
Closing Date,  and all other matters of every type or nature which,  directly or
indirectly,  relate to or concern any  relationship  between the Shareholder and
FCB and their respective  affiliates,  successors and assigns, and each of their
respective past, present or future  Representatives,  prior to the Closing Date,
except (i) claims for regular  compensation  and benefits accrued and payable to
the Shareholder with respect to periods  beginning prior to the Closing Date, as
applicable, in each case consistent with FCB's normal policies for such payments
as disclosed to Triangle,  QuickCREDIT  and FAC, (ii) claims  against  Triangle,
QuickCREDIT  and FAC for breach of the Merger  Agreement,  and (iii)  claims for
indemnification  for  actions  taken by the  Shareholder  in his  capacity as an
officer or director of FCB to the extent FCB is otherwise  legally  obligated to
so indemnify the Shareholder (collectively, the "Unreleased Claims").

     2.  Representations  of the Shareholder.  The Shareholder hereby represents
and warrants to Triangle,  QuickCREDIT,  FAC and the Surviving  Corporation that
the  Shareholder has not at any time assigned any claim that the Shareholder may
have had, now has, or may hereafter  have against  Triangle,  QuickCREDIT,  FAC,
FCB, the Surviving  Corporation or their  respective  affiliates,  successors or
assigns,  or each of their  past,  present  or future  Representatives,  and for
themselves and their respective heirs, personal representatives,  successors and
assigns,  hereby  covenant  and agree with  Triangle,  QuickCREDIT,  FAC and the
Surviving  Corporation,  that they shall not hereafter take any action to assign
or assist in the assignment of any such claim, other than an Unreleased Claim.

     3.  Governing  Law. This  Agreement  shall be governed by and construed and
enforced in accordance with the laws of the State of Florida.

     4. Severability of Provisions.  Wherever  possible,  each provision of this
Agreement  shall be interpreted to be effective and valid under  applicable law,
but if any provision of this  Agreement  shall be prohibited by or invalid under
applicable law, said provision  shall be ineffective  only to the extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

     5.   Counterparts.   This   Agreement  may  be  executed  in  one  or  more
counterparts,  each of which taken  together  shall  constitute one and the same
instrument.

     IN WITNESS  WHEREOF,  the  undersigned  has  caused  this  Agreement  to be
executed and delivered under seal as of the day and year first written above.




                                     _____________________________________(SEAL)
                                     Name: Howard M. Watch


<PAGE>




                                    EXHIBIT I

                      IMPORTANT INFORMATION FOR SUBSCRIBER

THE SECURITIES PURCHASED PURSUANT TO THE SUBSCRIPTION  AGREEMENT SET FORTH BELOW
HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE
FLORIDA SECURITIES AND INVESTOR  PROTECTION ACT, AS AMENDED  (COLLECTIVELY,  THE
"ACTS"),  OR ANY OTHER  APPLICABLE BLUE SKY LAW, AND CANNOT BE SOLD OR OTHERWISE
TRANSFERRED  UNLESS SUCH SECURITIES (i) ARE REGISTERED  UNDER SUCH ACTS, (ii) IN
THE OPINION OF LEGAL COUNSEL AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE OR
(iii) THE REQUEST FOR  TRANSFER IS  ACCOMPANIED  BY  NO-ACTION  LETTERS FROM THE
SECURITIES  AND  EXCHANGE   COMMISSION  AND  THE  APPLICABLE   STATE  SECURITIES
COMMISSION.   BECAUSE  THE  SECURITIES  ARE  NOT  REGISTERED   UNDER  THE  ACTS,
SUBSCRIBERS  MUST BEAR THE ECONOMIC RISK OF INVESTMENT IN SUCH SECURITIES FOR AN
INDEFINITE PERIOD OF TIME. CERTIFICATES REPRESENTING SUCH SECURITIES WILL BEAR A
LEGEND BRIEFLY DESCRIBING  RESTRICTIONS WITH RESPECT TO THE TRANSFER THEREOF AND
A  STOP-TRANSFER  ORDER WITH RESPECT TO SUCH  SECURITIES WILL BE PLACED WITH THE
CORPORATION'S  TRANSFER  AGENT (OR NOTED IN THE  CORPORATION'S  RECORDS)  BEFORE
CERTIFICATES REPRESENTING ANY SECURITIES SUBSCRIBED WILL BE ISSUED.

                          SHARE SUBSCRIPTION AGREEMENT

         TO  THE  BOARD  OF  DIRECTORS  OF  Triangle  Imaging  Group,   Inc.,  a
corporation  organized and  incorporated  under the laws of the State of Florida
(the "Corporation"):

         1.  Subscription.  The  undersigned,  HOWARD M.  WATCH  ("Subscriber"),
hereby  subscribes for 50,000 shares of common stock of the Corporation,  $.0001
par value (the  "Shares"),  for the  aggregate  consideration  described in that
certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement")
dated as of May 22, 1998, by and among the  Corporation,  QuickCREDIT  Corp.,  a
Florida   corporation   and   wholly-owned   subsidiary   of   the   Corporation
("QuickCREDIT"),  FCB Acquisition Corp., a Florida  corporation and wholly-owned
subsidiary of QuickCREDIT,  Florida Credit Bureau,  Inc., a Florida  corporation
("FCB") and Subscriber,  an individual  resident of the State of Florida and the
sole shareholder of FCB.

         2. Restrictions.  Subscriber  understands that the Shares have not been
registered  under the Acts, or any other  applicable "blue sky" law, and will be
issued  in  reliance  upon  certain  exemptions  from  registration  thereunder.
Subscriber understands that the statutory basis for such exemptions is dependent
upon  Subscriber's  undertaking to acquire the Shares for purposes of investment
for its own  account,  not as a nominee  or agent,  and  without  the  intent of
reselling  or disposing of the Shares,  or otherwise  participating  directly or
indirectly in a distribution  thereof.  Subscriber  further  understands that by
reason of the  exemptions to be relied upon in connection  with their  issuance,
the Shares issued to  Subscriber  will not be freely  transferable  and that any
proposed sale or other  transfer of the Shares may be prohibited and will in any
event be subject to significant restrictions.  Any certificates representing the
Shares will bear a legend to such effect, and a stop-transfer order with respect
to the Shares will be placed with the Corporation's  transfer agent (or noted in
the  Corporation's  records if the Corporation acts as its own transfer agent in
respect of the Shares).

         3.  Representations  and  Warranties of Subscriber.  Subscriber  hereby
represents and warrants to, and agrees with, the Corporation as follows:

     (a) The  Shares are being  acquired  by  Subscriber  for  Subscriber's  own
account,  not as a  nominee  or agent,  and not with a view to, or for,  resale,
transfer or distribution;

     (b) Subscriber has no intention of participating  directly or indirectly in
a distribution of the Shares;

(c)  Subscriber  has such  knowledge  and  experience  in financial and business
matters that  Subscriber is capable of  evaluating  the merits and risks of this
investment;

(d) Subscriber  has received and reviewed  copies of the  Corporation's  filings
with the United States  Securities and Exchange  Commission  listed on Exhibit A
hereto.

(e)  Subscriber  has  had  access  during  the  course  of the  transactions  as
contemplated in the Merger  Agreement and prior to its acquisition of the Shares
to such  additional  information  relating to the  Corporation as Subscriber has
desired and has been given the  opportunity to (i) ask questions of, and receive
answers from, the Corporation and its representatives concerning the Corporation
and the terms and conditions of the issuance of the Shares,  and (ii) obtain any
additional  information that the Corporation  possesses or can reasonably obtain
that is  necessary  to verify  the  accuracy  of  information  furnished  by the
Corporation in connection herewith;

(f)  Subscriber  is an  accredited  investor  as that term is defined in Section
501(a) under Regulation D promulgated by the Securities and Exchange  Commission
under the Securities Act of 1933.  Subscriber is capable of bearing the economic
risks of the investment in the Shares,  including loss of the entire investment,
and if  Subscriber  deems it  necessary to do so, has reviewed the merits of the
investment  with his tax and legal counsel and with investment  adviser(s),  and
Subscriber understands the merits and risks of this investment; and

(g) Subscriber has accurately  completed the accredited  Investor  Questionnaire
attached  hereto  as  Exhibit B and has  executed  such  Questionnaire,  and any
applicable exhibits thereto, where required.

(h) Subscriber has evaluated the risks of this investment and has determined the
Corporation is a suitable investment.

         4.   Representations   of  the  Corporation.   The  Corporation  hereby
represents and warrants to Subscriber as follows:

     (a) The  Corporation is a corporation  organized and in good standing under
the laws of the State of Florida;

(b)  All  corporate  action  on  the  part  of  the  Corporation  necessary  for
authorization  in  respect  of  the  Corporation's  issuance  of the  Shares  as
contemplated  hereunder  has been (or shall  be) taken  prior to the date of the
Corporation's execution of this Share Subscription Agreement;

(c)  The  Corporation's  execution  of this  Share  Subscription  Agreement  and
issuance  of the Shares as  contemplated  hereunder  will not  conflict  with or
violate any  provision  of the  Certificate  of  Incorporation  or Bylaws of the
Corporation or any material agreement to which the Corporation is bound; and

(d) Upon  execution  of this Share  Subscription  Agreement  and  receipt by the
Corporation of the consideration for the Shares as described herein,  the Shares
shall  be  deemed  to  be  validly  issued  and  outstanding,   fully  paid  and
nonassessable.

         5.  Consideration.  Subscriber  hereby agrees and understands  that the
consideration  for the  Shares  shall  not be  delivered  by  Subscriber  to the
Corporation  until the  share  subscription  contained  herein  shall  have been
accepted; provided, however, that such consideration shall be delivered promptly
thereafter in accordance  with the terms and conditions of the Merger  Agreement
and  prior  to  the  issuance  by the  Corporation  of  the  Shares.  Subscriber
understands  and  agrees  that  the   undersigned   shall  not  be  entitled  to
certificates for, nor shall the undersigned be entitled to vote the Shares until
the  consideration  set forth herein has been  delivered to the  Corporation  as
contemplated in the Merger Agreement.

         Executed as of the 22nd day of May, 1998.

                                Very truly yours,


                                  ________________________________________(L.S.)
                                  Howard M. Watch


ACCEPTED AND AGREED TO:

TRIANGLE IMAGING GROUP, INC.


By:___________________________________________
   Name: Vito A. Bellezza
   Title: Chairman of the Board of Directors
          and Chief Executive Officer

Date: May 22, 1998



<PAGE>




                                    EXHIBIT A


                              INDEX TO SEC FILINGS

     I. The Corporation's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997;

     II. The Corporation's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997;

     III. The Corporation's  Registration  Statement on Form S-8 filed on August
15, 1997;

     IV. The Corporation's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997;

     V. The Corporation's  Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997;

     VI. The  Corporation's  Quarterly  Report on Form 10-KSB for the year ended
December 31, 1996;

     VII. The Corporation's  Amendment to its Current Report on Form 8-K/A filed
March 4, 1997;

     VIII. The Corporation's Current Report on Form 8-K filed January 3, 1997;

     IX. The Corporation's Registration Statement on Form S-8 filed December 24,
1996;

     X. The Corporation's Current Report on Form 8-K filed December 20, 1996;

     XI. The  Corporation's  Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996;

     XII. The Corporation's  Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996;

     XIII. The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;

     XIV.  The  Corporation's  Annual  Report on Form  10-KSB for the year ended
December 31, 1995.



<PAGE>



                                    EXHIBIT B

                          TRIANGLE IMAGING GROUP, INC.
                        ACCREDITED INVESTOR QUESTIONNAIRE

Purpose of This Questionnaire

         The  undersigned  has met with certain  principals of Triangle  Imaging
Group,  Inc. (the  "Company"),  and has been provided  certain  information with
regard  to a  proposed  investment  in the  Company.  Certain  of the  Company's
securities  will be  offered  to the  undersigned  as an  "accredited  investor"
without  registration  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or the  securities  laws of any  state,  in  reliance  on the  exemption
contained in Section 3(b) and/or 4(2) and/or 4(6) of the 1933 Act in reliance on
Regulation D of the Securities and Exchange Commission thereunder and on similar
exemptions  under applicable state laws. Under Section 4(2) and/or certain state
laws,  the  Company  may be  required to  determine  that an  individual,  or an
individual together with a "purchaser  representative" or each individual equity
owner of an "investing  entity" meets certain  suitability  requirements  before
selling securities to such individual or entity.  This Questionnaire will enable
the Company to make  investor  qualification  determinations  and  discharge its
responsibilities  under federal and state  securities  laws and the Company will
rely  upon the  information  contained  herein.  SECURITIES  WILL NOT BE SOLD OR
ISSUED  TO  THE  UNDERSIGNED  UNTIL  A  QUESTIONNAIRE  HAS  BEEN  FILLED  OUT AS
THOROUGHLY AS POSSIBLE. IN THE CASE OF AN INVESTOR THAT IS A PARTNERSHIP,  TRUST
OR  CORPORATION  WHICH DOES NOT QUALIFY AS AN ACCREDITED  INVESTOR,  EACH EQUITY
OWNER  MUST  COMPLETE A  QUESTIONNAIRE  TO  DETERMINE  ACCREDITED  STATUS.  This
Questionnaire does not constitute an offer to sell or a solicitation of an offer
to buy any security.

Instructions:

         The Company will not issue securities to the undersigned  until one (1)
copy of this  Questionnaire has been completed,  signed,  dated and delivered to
the Company.

         Your  answers  will be kept  strictly  confidential  at all times.  The
Company may,  however,  present this  Questionnaire  to such parties as it deems
appropriate  in order to assure itself that the offer and sale of the securities
will not result in a violation of the registration provisions of the 1933 Act or
a violation of the securities laws of any state.

         All questions must be answered.  If the appropriate answer is "None" or
"Not  applicable,"  please so state.  Please  print or type your  answers to all
questions and attach  additional  sheets if necessary to complete your answer to
any item.


Name(s):________________________________________________________________________


Social Security Number or Taxpayer Identification Number:_______________________


Home Address:___________________________________________________________________

________________________________________________________________________________


Business Address:_______________________________________________________________

________________________________________________________________________________


Home Telephone:_________________________________________________________________

Business Telephone:_____________________________________________________________

Occupation/Business:____________________________________________________________

Place and date of formation (if an entity):_____________________________________


If the  undersigned  is an individual,  please CHECK  whichever of the following
statements, (a)-(e) below, is applicable to you:

     ___ (a) The undersigned has had an individual  income in excess of $200,000
in each of the two most recent calendar years and reasonably  expects to have an
individual income in excess of $200,000 in the current calendar year;

     ___ (b) The  undersigned  has had joint  income  with his or her  spouse in
excess of $300,000 in each of the two most recent  calendar years and reasonably
expects to have joint income with his or her spouse in excess of $300,000 in the
current calendar year;

     ___ (c) The  undersigned  has an individual  net worth,  or joint net worth
with his or her spouse, in excess of $1,000,000;

     ___ (d) The undersigned is a director or executive officer of the Company;

     ___ (e) None of the above.

         For purposes of this Accredited Investor  Questionnaire,  the following
definitions apply:

         "Individual  income"  means  "adjusted  gross  income" as reported  for
federal  income tax  purposes,  less any income  attributable  to a spouse or to
property  owned  by a  spouse,  increased  by the  following  amounts  (but  not
including  any  amounts  attributable  to a  spouse  or to  property  owned by a
spouse):  (i) the amount of any interest  income  received  which is  tax-exempt
under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"),
(ii) the  amount  of any  losses  claimed  as a  limited  partner  in a  limited
partnership  (as  reported on  Schedule E of Form 1040) and (iii) any  deduction
claimed for depletion under Section 611 et seq. of the Code.

         "Joint income" means  "adjusted gross income" of you and your spouse as
reported for federal  income tax purposes,  increased by the following  amounts:
(i) the amount of any interest income received which is tax-exempt under Section
103 of the Code,  (ii) the amount of losses  claimed  as a limited  partner in a
limited  partnership  (as  reported  on  Schedule  E of Form 1040) and (iii) any
deduction claimed for depletion under Section 611 et seq.
of the Code.

         "Net  worth"  means the excess of total  assets at fair  market  value,
including  home  and  personal  property,  over  total  liabilities,   including
mortgages and income taxes on unrealized appreciation of assets.

If  the  undersigned  is a  corporation,  partnership,  employee  benefit  plan,
individual  retirement account or trust, please CHECK whichever of the following
statements (a)-(n) is applicable:

     ___ (a) The undersigned is a self-directed individual retirement account or
401(k) Plan (if this  statement  is  checked,  the  participant  must also check
whichever of statements 9(a)-(e), above are applicable);

     ___ (b) The undersigned is a bank as defined in section 3(a)(2) of the 1933
Act,  or a savings  and loan  association  or other  institution  as  defined in
section 3(a)(5)(A) of the 1933 Act, whether acting in an individual or fiduciary
capacity;

     ___ (c) The  undersigned  is a broker  or  dealer  registered  pursuant  to
section 15 of the Securities Exchange Act of 1934;

     ___ (d) The undersigned is an insurance company as defined in section 2(13)
of the 1933 Act;

     ___ (e) The  undersigned  is an  investment  company  registered  under the
Investment Company Act of 1940;

     ___ (f) The  undersigned  is a business  development  company as defined in
section 2(a)(48) of the Investment Company Act of 1940;

     ___ (g) The undersigned is a Small Business  Investment Company licensed by
the U.S. Small Business  Administration under section 301(c) or (d) of the Small
Business Investment Act of 1958;

     ___ (h) The  undersigned is a plan  established  and maintained by a state,
its political  subdivisions,  or any agency or instrumentality of a state or its
political subdivisions,  for the benefit of its employees if such plan has total
assets in excess of $5,000,000;

     ___ (i) The  undersigned is an employee  benefit plan within the meaning of
Title I of the Employee  Retirement  Income Security Act of 1974,  provided that
the investment decision is made by a plan fiduciary, as defined in section 3(21)
of such  Act,  and the  plan  fiduciary  is  either  a bank,  savings  and  loan
association,  insurance  company  or  registered  investment  adviser  or if the
employee  benefit  plan has  total  assets  in  excess  of  $5,000,000  or, if a
self-directed plan, the investment decisions are made solely by persons that are
accredited investors.

     ___ (j) The  undersigned  is a  private  business  development  company  as
defined in section 202(a)(22) of the Investment Advisers Act of 1940;

     ___ (k) The undersigned is an organization  described in section  501(c)(3)
of the Code, a  corporation,  a  Massachusetts  or similar  business  trust,  or
partnership,  not formed for the specific  purpose of acquiring the  securities,
with total assets in excess of $5,000,000;

     ___  (l)  The  undersigned  is a trust  with  total  assets  in  excess  of
$5,000,000,  not formed for the specific  purpose of acquiring  the  securities,
whose  purchase is  directed  by a  sophisticated  person as  described  in Rule
506(b)(2)(ii) under the Securities Act;

     ___ (m) The undersigned is an entity, each of whose stockholders,  partners
or beneficiaries  meets at least one of the conditions set forth under 9(a)-(d),
above  with  respect  to  individuals  or  10(b)-(l),   above  with  respect  to
corporations, partnerships, trusts or other entities; or

     ___ (n) None of the above.

IF YOU  CHECK  THE  STATEMENT  NOTED AS 10(m)  ABOVE  AND DO NOT CHECK ANY OTHER
STATEMENT,  A COMPLETED  QUESTIONNAIRE  FOR EACH  STOCKHOLDER OF THE SUBSCRIBING
CORPORATION,  EACH PARTNER OF THE SUBSCRIBING PARTNERSHIP OR EACH BENEFICIARY OF
THE SUBSCRIBING EMPLOYEE BENEFIT PLAN MUST ACCOMPANY THIS QUESTIONNAIRE.

        To the best of my knowledge and belief,  the above information  supplied
by me is true and correct in all respects.


Dated: _______________________        __________________________________________
                                      Signature

                                      __________________________________________
                                      Title (if an entity)


<PAGE>


                     ALL PURCHASERS MUST COMPLETE THIS PAGE


IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Accredited  Investor
Questionnaire on this _______ day of __________________, 1998.

__________________________ x $______________ per share = $______________________
Shares to be Purchased                                      Purchase Price

Manner in which Title is to be held (Please Check One):


1.   ___     Individual                     7.   ___     Trust/Estate/Pension or
                                                         Profit Sharing Plan
                                                         Date Opened:___________
2.   ___     Joint Tenants With
             Right of Survivorship
                                            8.   ___     As a Custodian for
3.   ___     Community Property
                                                 _______________________________
                                                 Under the Uniform Gift to
4.   ___     Tenants in Common                   Act of the State of ___________


5.   ___     Corporation/Partnership        9.   ___     Married with Separate
                                                         Property

6.   ___     IRA                            10.  ___     Keogh


                   INDIVIDUAL  PURCHASERS MUST COMPLETE PAGE 6; PURCHASERS WHICH
              ARE ENTITIES MUST COMPLETE PAGE 7.


<PAGE>


              FOR EXECUTION BY A PURCHASER WHO IS A NATURAL PERSON


________________________________________________________________________________
                     Exact Name in Which Title is to be Held



________________________________________________________________________________
                                   (Signature)



________________________________________________________________________________
                               Name (Please Print)



________________________________________________________________________________
                      Residence Address: Number and Street



________________________________________________________________________________
               City                                  State           Zip Code



________________________________________________________________________________
                             Social Security Number


Accepted this _______ day of __________________, 1998, on behalf of the Company.




                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________


<PAGE>


                 FOR EXECUTION BY A PURCHASER WHICH IS AN ENTITY

                     (Corporation, Partnership, Trust, Etc.)



________________________________________________________________________________
                          Name of Entity (Please Print)




                                      By:_______________________________________

                                      Title:____________________________________



                                      Attest:___________________________________

                                      Title:____________________________________


                                                          [SEAL]





                                      __________________________________________

                                      __________________________________________

                                      __________________________________________
                                     Address



                                      __________________________________________
                                      Taxpayer Identification Number


ACCEPTED, this _____ day of ___________________, 1998, on behalf of the Company.



                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________


<PAGE>


                                    EXHIBIT J

                    SOFTWARE ASSIGNMENT AND LICENSE AGREEMENT

        THIS SOFTWARE LICENSE AGREEMENT ("Agreement"), dated as of May 22, 1998,
is between Howard M. Watch,  a Florida  resident  ("Watch") and FCB  Acquisition
Corp., a Florida corporation ("FAC").

     Section 1.  DEFINITIONS.  These  capitalized words shall have the following
meaning:

        a.       "Commencement Date" means the date first above written.

        b.  "Documentation"  means  the  various  written  materials,   training
modules,  and audio and videotapes,  if any, which are provided by Watch to help
FAC use the Software.

     c. "Intellectual Property" means any copyrights,  patents, trade secrets or
similar property rights owned by any person or entity in the Software.

        d. "Merger" means the merger of Florida Credit Bureau, Inc. ("FCB") with
and  into  FAC  pursuant  to that  certain  agreement  and  plan of  merger  and
reorganization (the "Merger  Agreement") by and among FCB, FAC, Watch,  Triangle
Imaging Group,  Inc. and QuickCREDIT  Corp. FAC will be the surviving  entity in
the Merger.

        e. "Software" means the computer  programs which became the property FAC
incident to the Merger,  and any  modified,  updated and  enhanced  versions and
additions  thereto  that are  proprietary  to,  have been  developed  by, or are
licensed to Watch or FCB and were used in the  operation  of the business of FCB
prior to the Merger.

        Section  2.  ASSIGNMENT.  In  consideration  of  $1.00  and  the  mutual
promises, agreements and premises contained herein, FAC hereby sells, transfers,
assigns,  conveys,  sets over and delivers to Watch, and Watch hereby purchases,
accepts and acquirors  from FAC, all right,  title and interest of FAC in and to
the  Software.  FAC  agrees to do,  execute  and  deliver,  or cause to be done,
executed  and  delivered,  all such  further  acts,  transfers,  assignments  or
conveyances  necessary to convey to Watch, his successors and assigns the entire
right, title and interest in the Software.

        Section 3. LICENSE.  In  consideration of the assignment to Licensor set
forth in Section 2 of this  Agreement and the mutual  promises,  agreements  and
premises contained herein, subject to the terms,  conditions and limitations set
forth  herein,  Watch hereby  grants to FAC a  non-exclusive  license to use the
Software and Documentation in the operation of the business of FAC following the
Merger.

        Section  4.  OWNERSHIP.  Title  to and  ownership  of the  Software  and
Documentation  shall remain with Watch or those  entities  that have  authorized
Watch to  sublicense  and use  them,  free from any claim or right of FAC or the
holder of any security  interest,  lien or encumbrance on any of FAC's property.
FAC agrees to take such steps  required by Watch as may be reasonably  necessary
to  prevent  any  person  from   acquiring   any  rights  in  the   Software  or
Documentation.

        Section 5.  PROPRIETARY  PROTECTION,  RESTRICTIONS  AND ASSIGNMENT.  The
Software and  Documentation  are proprietary to Watch and/or those entities that
have  authorized  Watch to sublicense and use them. FAC agrees not to use, copy,
modify or distribute the Software  (electronically  or otherwise),  or any copy,
adaptation,  transcription,  or merged  portion  thereof,  except  as  expressly
authorized in writing by Watch. FAC may not reverse  assemble,  reverse compile,
or otherwise translate the Software.  FAC's rights hereunder may be transferred,
leased, assigned, or sublicensed, pursuant to any agreement to do the same or as
a result  of any  merger,  consolidation,  sale of  assets,  or  other  business
combination  or  restructuring,  to a successor  in interest of FAC's  business,
stock  or  assets,  or  to  any  parent  corporation,  grandparent  corporation,
subsidiary  or  affiliate  of FAC  who  assumes  FAC's  obligations  under  this
Agreement.

        Section 6.  TERM.  This  Agreement  will be  effective  from the date of
execution  by FAC and Watch (the  "Effective  Date") and shall  continue in full
force  and  effect  for a period  of 180  days  from the  Effective  Date.  Upon
expiration  or  sooner  termination  of this  Agreement,  FAC  agrees  to return
immediately  the  originals  and all copies of the  Software  and  Documentation
unencumbered to Watch. At Watch's request,  FAC will certify to Watch in writing
that the  original  and all  copies  of the  Software  Documentation  have  been
returned or destroyed.

     Section 7. TERMINATION. Watch shall be entitled to terminate this Agreement
immediately  if FAC violates or attempts to violate any of the  restrictions  in
Section 4 of this Agreement.

     Section 8.  AMENDMENTS.  This  Agreement  may not be  amended,  modified or
rescinded  except in writing,  signed by both parties,  and any attempt to do so
shall be void and of no effect.

     Section 9. GOVERNING LAW. this Agreement is to be governed by and construed
in accordance with the laws of the State of Florida.

     Section 10. SEVERABILITY.  If any provision of this Agreement is determined
to be void or  unenforceable,  the  provision  shall be deemed  severed from the
Agreement and the remainder of this  Agreement  shall continue in full force and
effect.

        Section 11.  WAIVER.  If either  party  fails to  exercise  any right or
option at any time  under  this  Agreement,  such  failure  will not be deemed a
waiver of the  exercise  of such right or option at any other time or the waiver
of a different right or option.

     Section 12. ENTIRE AGREEMENT.  This Agreement supersedes all prior oral and
written  agreements and  understandings  and  constitutes  the entire  Agreement
between the parties with respect to the subject matter hereof.

     Section 13.  SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall inure to the
benefit of and be binding  upon the  parties,  their  successors  and  permitted
assigns.





        IN WITNESS  WHEREOF,  the  parties  have  executed  and  delivered  this
Agreement as of the date set forth in the preamble to this Agreement,



                                      "LICENSOR"


                                      __________________________________________
                                      Howard M. Watch



                                      "LICENSEE"
                                      QUICKCREDIT CORP.


                                      __________________________________________
                                      By:  Van Saliba
                                      Title: President


<PAGE>






                                    EXHIBIT K

             FORM OF OPINION OF COUNSEL TO FCB AND THE SHAREHOLDERS






                                 May _____, 1998


Florida Credit Bureau, Inc.
235 S. Maitland Avenue, Suite 202
Maitland, Florida 32751

Ladies and Gentlemen:

        This opinion is rendered to you pursuant to the  requirements of Section
7.4 of the  Agreement  and Plan of Merger  and  Reorganization,  dated as of May
_____, 1998 (the "Merger Agreement"),  by and among Florida Credit Bureau, Inc.,
a Florida  corporation  ("FCB"),  Howard M. Watch, an individual resident of the
State of Florida (the  "Shareholder"),  Triangle Imaging Group,  Inc., a Florida
corporation    ("Triangle"),    QuickCREDIT   Corp.,   a   Florida   corporation
("QuickCREDIT"), and FCB Acquisition Corp., a Florida corporation ("FAC").

        We have  acted as  special  counsel  to  Triangle,  QuickCREDIT  and FAC
(collectively,  the "Parties") in connection  with the negotiation of the Merger
Agreement and the consummation by the Parties of the  transactions  contemplated
in the Merger Agreement.  In the capacity  described above, we are familiar with
the records of the corporate  proceedings of the Parties  relating to the Merger
Agreement  and the  transactions  contemplated  therein.  We have also  examined
originals or copies, certified, or otherwise identified, to our satisfaction, of
the following documents:

     1. the Merger Agreement;

     2. the Share Subscription Agreement, dated May _____, 1998, executed by the
Shareholder in favor of Triangle;

     3. the Release, dated May _____, 1998, executed by the Shareholder;

     4. the Restrictive Covenants Agreement,  dated May _____, 1998, executed by
the Shareholder;

     5. the  Employment  Agreement,  dated  May  _____,  1998,  executed  by the
Shareholder;

     6. the Escrow Agreement by and among the Parties,  FCB and the Shareholder,
dated as of May _____, 1998;


     7. the Assignment of Promissory  Note,  dated May ___, 1998, by and between
FAC and the Shareholder;

     8. the Assignment of Bank Accounts, dated May ___, 1998, by and between FAC
and the Shareholder;

     9.  certificates  of recent date,  issued by the  Secretary of State of the
State of Florida with respect to the corporate  existence of each of the Parties
(the "Certificates of Existence"); and

     10. the Articles of Merger of FCB with and into FAC, dated May _____, 1998,
to be  filed  with  the  Secretary  of  State  of  the  State  of  Florida  (the
"Certificate of Merger").

     The  documents  referenced  in items 1  through  10 above  are  hereinafter
collectively referred to as the "Merger Documents".

        This  opinion  letter  is  governed  by,  and  shall be  interpreted  in
accordance  with,  the Legal  Opinion  Accord of the ABA Section of Business Law
(1991)  (the  "Accord").  As  a  consequence,  it  is  subject  to a  number  of
qualifications,  exceptions,  definitions,  limitations  on  coverage  and other
limitations,  all as more particularly described in the Accord, and this opinion
letter should be read in conjunction  therewith.  Capitalized terms used in this
opinion  letter and not otherwise  defined  shall have the meanings  assigned to
such  terms in the  Accord  and the  Merger  Agreement.  If there  should be any
conflict  between  the  definition  contained  in  the  Accord  and  the  Merger
Agreement, the definition contained in the Accord shall control.

        The  opinions  expressed  herein are limited to the federal  laws of the
United  States of America,  the laws of the State of Georgia,  as  currently  in
effect, and the provisions of the Florida Business  Corporation Act, as reported
in  standard  compilations  of  corporation  statutes  (excluding  any  case law
annotations  contained  therein).  We are  admitted  to the Bar of the  State of
Georgia and do not purport to be experts in the laws of any other state.

        In  connection  with the opinions set forth  below,  we have,  with your
permission,  assumed the  genuineness of all  signatures  and the  authenticity,
completeness  and accuracy of all  materials  examined.  As to questions of fact
material to our  opinions,  we have  relied,  with your  permission  and without
independent  verification of the accuracy or completeness thereof, solely on the
following:  (i) the records of the corporate proceedings of the Parties relating
to the Merger  Agreement and the  transactions  contemplated  therein;  (ii) the
statements and representations contained in the Certificates of Existence; (iii)
the  respective  statements,  representations  and  warranties  of  the  Parties
contained in the Merger Documents;  and (iv) an officer's certificate of each of
the  Parties,  each  dated May _____,  1998,  with  respect  to certain  factual
matters. We have made no other factual investigation,  including any independent
search of any public records, for the purpose of rendering this opinion letter.

        Based upon and subject to the foregoing, we are of the opinion that:

        1. Each of the Parties has duly authorized the execution and delivery of
the Merger  Documents to which it is a party and the  performance  of all of its
obligations thereunder.

        2. Each of the Parties has the requisite  corporate power to execute and
deliver the Merger Documents to which it is a party.

        3. The shares of Triangle  Common Stock to be delivered under the Merger
Agreement (the "Merger  Shares") have been duly  authorized  and, when delivered
against  surrender of the issued and outstanding  shares of FCB Common Stock, in
accordance with the provisions of the Merger Agreement,  will be validly issued,
fully paid and nonassessable.

        This letter is given solely for the benefit of the addressees hereof and
may only be relied upon for matters  arising out of the  transactions  described
herein. Without our prior written consent, this letter may not be used or relied
upon by any other person or entity for any purpose whatsoever.

                                Very truly yours,

                                    SMITH, GAMBRELL & RUSSELL, LLP



                                    By:_________________________________________
                                       W. Thomas King




<PAGE>




                                    EXHIBIT L

           FORM OF OPINION OF COUNSEL TO TRIANGLE, QUICKCREDIT AND FAC


                                  May ___, 1998


Triangle Imaging Group, Inc.
4400 West Sample Road, Suite 228
Coconut Creek, Florida 33073

Ladies and Gentlemen:

        This  opinion is rendered to you  pursuant  to the  requirements  of the
Agreement and Plan of Merger and Reorganization,  dated as of May ___, 1998 (the
"Merger  Agreement"),  by and  among  Florida  Credit  Bureau,  Inc.,  a Florida
corporation  (the  "Company"),  Howard M. Watch,  an individual  resident of the
State of Florida (the  "Shareholder"),  Triangle Imaging Group,  Inc., a Florida
corporation    ("Triangle"),    QuickCREDIT   Corp.,   a   Florida   corporation
("QuickCREDIT"),   and  FCB  Acquisition  Corp.,  a  Florida   corporation  (the
"Subsidiary").

        We have acted as counsel to the Company and  Shareholder  in  connection
with the entry  into and  performance  by the  Company  and  Shareholder  of the
transactions  contemplated in the Merger  Agreement.  In the capacity  described
above, we are familiar with the corporate minute book of the Company,  including
the articles of incorporation, bylaws and stock transfer records of the Company,
and we are  further  familiar  with the  corporate  proceedings  of the  Company
relating to the Merger Agreement and the transactions  contemplated  therein. We
have also examined originals or copies certified, or otherwise identified to our
satisfaction, of the following documents:

     1. the Merger Agreement;

     2. the Share  Subscription  Agreement,  dated May ___,  1998,  executed  by
Shareholder in favor of Triangle;

     3. the Release, dated May ___, 1998, executed by Shareholder;

     4. the Restrictive  Covenants  Agreement,  dated May ___, 1998, executed by
Shareholder;

     5. a certificate,  dated May ___, 1998, issued by the Secretary of State of
the State of Florida with respect to the corporate existence of the Company (the
"Certificate of Existence");

     6. the Employment Agreement, dated May ___, 1998, executed by Shareholder;

     7. the Escrow Agreement, dated May ___, 1998; and

     8. the  Certificate of Merger of the Company into the Subsidiary  dated May
___,  1998, to be filed with the Secretary of State of the State of Florida (the
"Certificate of Merger").

     The  documents  referenced  in  items 1  through  8 above  are  hereinafter
collectively referred to as the "Merger Documents".

        This  opinion  letter  is  governed  by,  and  shall be  interpreted  in
accordance  with,  the Legal  Opinion  Accord of the ABA Section of Business Law
(1991)  (the  "Accord").  As  a  consequence,  it  is  subject  to a  number  of
qualifications,  exceptions,  definitions,  limitations  on  coverage  and other
limitations,  all as more particularly described in the Accord, and this opinion
letter should be read in conjunction  therewith.  Capitalized terms used in this
opinion  letter and not otherwise  defined  shall have the meanings  assigned to
such  terms in the  Accord  and the  Merger  Agreement.  If there  should be any
conflict  between  the  definition  contained  in  the  Accord  and  the  Merger
Agreement, the definition contained in the Accord shall control.

        The  opinions  expressed  herein are limited to the laws of the State of
Florida and the federal laws of the United States of America.

        In  connection  with the opinions  set forth below,  we have assumed the
genuineness  of all  signatures,  other than those on behalf of the  Company and
that of  Shareholder,  and the  authenticity,  completeness  and accuracy of all
materials  examined.  As to questions of fact material to our opinions,  we have
relied,  without  independent  verification  of  the  accuracy  or  completeness
thereof, solely on the following:  (i) the contents of the corporate minute book
and  stock   transfer   records  of  the  Company;   (ii)  the   statements  and
representations  contained  in the  Certificate  of  Existence;  and  (iii)  the
respective  statements,  representations  and  warranties  of  the  Company  and
Shareholder  contained in the Merger  Agreement.  We have made no other  factual
investigation for the purpose of rendering this opinion letter.

        The use of the term "Actual  Knowledge"  shall have the meaning given to
such term in the Accord,  but shall not be taken to mean that we have made,  and
in fact we have not made, any independent  investigation concerning the accuracy
or veracity of any  representation,  warranty or statement of fact other than as
described in the preceding paragraphs. We have made no independent search of any
public  records in  connection  with our  rendering  of the  opinions  contained
herein.

        Based upon and subject to the foregoing, we are of the opinion that:

        1. The Company is a corporation duly organized,  validly existing and in
good  standing  under the laws of the  State of  Florida  and has all  necessary
corporate  power and lawful  authority to own,  operate and lease its properties
and carry on its business as and where such business is now being conducted.  As
used herein,  the term "in good standing"  shall mean that all filings have been
made as required under applicable filing and annual  registration  provisions of
the  Florida  Business  Corporation  Act and all  filing  fees  due and  payable
thereunder have been paid.

        2. The issued and outstanding  shares of the Company are as set forth on
Schedule 2.2 to the Merger Agreement.  All the shares of the Company  identified
on  such  Schedule  are  duly  authorized,   validly  issued,   fully  paid  and
nonassessable.  Except as set forth on  Schedule  2.2 to the  Merger  Agreement,
there  is no  outstanding  capital  stock of the  Company,  and,  to our  Actual
Knowledge,  except as set forth on Schedule 2.3 to the Merger  Agreement,  there
are no outstanding options,  warrants or other rights to acquire common stock or
other securities of the Company.

        3. Shareholder is the sole record and beneficial owner of the shares set
forth beside his name on Exhibit A to the Merger  Agreement,  and, to our Actual
Knowledge, has good and valid title to such shares, free and clear of all liens,
claims, encumbrances, equities or claims.

        4. The  Company has duly and validly  executed  each Merger  Document to
which it is a party,  and each such Merger  Document  is the valid,  binding and
enforceable obligation of the Company. Shareholder has duly and validly executed
each Merger  Document to which he is a party,  and each such Merger  Document is
the valid, binding and enforceable obligation of Shareholder.

        5. The execution,  delivery and  performance of the Merger  Documents to
which the Company is a party by the Company are within the  Company's  corporate
powers and have been duly  authorized by all necessary  corporate  action on the
part of the  Company.  The  execution,  delivery and  performance  of the Merger
Documents to which  Shareholder is a party are within  Shareholder's  full power
and legal capacity.  Except as disclosed in the Merger Documents, the execution,
delivery and performance of the Merger  Documents by the Company or Shareholder,
do not: (i) conflict with,  require any consent  under,  result in the violation
of, or  constitute a breach of any provision of the articles or  certificate  of
incorporation or bylaws of the Company;  (ii) to our Actual Knowledge,  conflict
with, require any Consent under, result in the violation of, constitute a breach
of, or accelerate  the  performance  required on the part of  Shareholder or the
Company by the terms of, any  evidence  of  indebtedness  or  Contract  to which
Shareholder  or the Company is a party,  in each case with or without  notice or
lapse of time or both, or permit the termination of any such Contract by another
Person;  (iii) to our Actual Knowledge,  result in the creation or imposition of
any  Encumbrance  upon, or  restriction on the use of, any property or assets of
the Company or the Company  Common  Stock under any Contract to which either the
Company or Shareholder is bound;  (iv) to our Actual Knowledge,  accelerate,  or
constitute  an event  entitling,  or which would,  on notice or lapse of time or
both,  entitle the holder of any  indebtedness  of the Company or Shareholder to
accelerate the maturity of any such indebtedness; (v) conflict with or result in
the breach or violation of any Legal  Requirement  that is binding on either the
Company or Shareholder; or (vi) violate or cause any revocation of or limitation
on any Permit of the Company.

        6. Except as  disclosed  in  Schedule  2.7 to the Merger  Agreement,  no
authorization,  consent  or  approval  or other  action  by, and no notice to or
filing  with,  any  Governmental  Body or any  other  Person is  required  to be
obtained or made by the Company or Shareholder  for the due execution,  delivery
and performance by them of the Merger Documents.

        7. Under the laws of the State of Florida,  the Merger will be effective
upon the filing of the  Certificate  of Merger  with the  Secretary  of State of
Florida.

        8. This letter is given solely for the benefit of the addressees  hereof
and may  only  be  relied  upon  for  matters  arising  out of the  transactions
described herein. Without our prior written consent, this letter may not be used
or relied upon by any other person or entity for any purpose whatsoever.



                                    By:_________________________________________




<PAGE>



                                    EXHIBIT M


                                ESCROW AGREEMENT

        ESCROW AGREEMENT dated as of May 22, 1998, by and among TRIANGLE IMAGING
GROUP, INC., a Florida  corporation  ("Triangle"),  QUICKCREDIT CORP., a Florida
corporation   ("QuickCREDIT"),   FCB  ACQUISITION   CORP.,   ("FAC")  (Triangle,
QuickCREDIT and FAC each an "Acquiror" and collectively "Acquirors"),  Howard M.
Watch,  an  individual  resident  of Florida  ("Seller")  and  Lawrence H. Katz,
Attorney at Law, P.A., a Florida professional association ("Escrow Agent").

                              W I T N E S S E T H:

        WHEREAS,  Acquirors,  Seller and Florida Credit Bureau,  Inc. ("FCB"), a
Florida  corporation,  have entered into an Agreement  (the "Merger  Agreement")
pursuant to which, among other things, (i) FCB will be merged with and into FAC,
with FAC as the  surviving  entity  (the  "Merger")  and (ii)  each  issued  and
outstanding  share of the  common  stock of FCB,  $1.00 par value per share (the
"FCB  Common  Stock"),  will be  converted  into the right to receive the merger
consideration  set forth in Section  1.8 of the Merger  Agreement  (the  "Merger
Consideration"),  which Merger Consideration includes 50,000 shares (the "Merger
Shares") of common stock of Triangle, $.0001 par value per share;

        WHEREAS, the Merger Agreement requires as a condition to consummation of
the transactions described therein that Acquirors, Seller and Escrow Agent enter
into this  Agreement,  and that  Acquiror  deposit  20,000  shares of the Merger
Shares with Escrow Agent (the "Escrow  Shares"),  in order to provide a fund for
indemnity payments which Seller may become obligated to make to Acquirors as and
to the  extent  provided  in  Section  9 of  the  Merger  Agreement  ("Indemnity
Claims");

        WHEREAS,  the parties  hereto  desire that Escrow  Agent be appointed as
escrow agent to act in accordance with the terms and conditions hereof;

        WHEREAS,  Escrow  Agent is willing to serve as the escrow agent and hold
the Escrow Shares in accordance with the terms and conditions hereof;

        NOW,  THEREFORE,  in consideration for the mutual covenants  hereinafter
set forth and other good and valuable consideration,  the receipt,  adequacy and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1.               Appointment of Escrow Agent.

                 Seller  hereby  irrevocably  appoints  Escrow  Agent as  escrow
agent,  to receive,  hold,  administer  and deliver the Escrow Funds (as defined
below) at any time held by Escrow  Agent  pursuant to this Escrow  Agreement  in
accordance  with this Escrow  Agreement,  and Escrow Agent  hereby  accepts such
appointment,  all subject to and upon the terms and conditions  hereinafter  set
forth.

2.               Deposit of Escrow Shares.

                 Seller  hereby agrees that the Escrow Shares shall be deposited
by the Acquirors  with Escrow Agent  immediately  upon the later to occur of (i)
the Closing  described in the Merger Agreement or (ii) receipt by Acquirors from
the  Acquirors'  stock transfer  agent,  of a share  certificate  evidencing the
Escrow Shares. Escrow Agent hereby agrees to hold the Escrow Shares upon receipt
in  accordance  with this Escrow  Agreement.  Escrow Agent has no  obligation to
collect all or any portion of the Escrow  Shares and shall incur no  obligations
under this  Escrow  Agreement  until the Escrow  Shares are  received  by Escrow
Agent.

3.      Investment.

(i) The Escrow Agent shall invest and reinvest all available  cash dividends and
other amounts distributed or paid from time to time by Triangle and delivered to
Escrow Agent in respect of the Escrow  Shares,  as directed in writing by Seller
and Acquirors jointly,  in any of the following kinds of investments,  or in any
combination  thereof:  (i) bonds or other  obligations of, or guaranteed by, the
government of the United States of America, or agencies of any of the foregoing,
having  maturities  of not greater  than  ninety (90) days (or, if earlier,  the
Release Date, as hereinafter defined);  (ii) commercial paper rated, at the time
of the Escrow  Agent's  investment  therein,  at least P-1 by Moody's  Investors
Service,  Inc. and A-1 by Standard & Poor's Corporation and having maturities of
not greater  than ninety (90) days (or,  if earlier,  the Release  Date);  (iii)
demand or time deposits in,  certificates of deposit of or bankers'  acceptances
issued by (A) a depository  institution or trust company  incorporated under the
laws of the United  States of  America,  any State  thereof or the  District  of
Columbia or (B) a United States branch office or agency of a foreign  depository
institution or trust company if, in any such case,  the depository  institution,
trust  company or office or agency has combined  capital and surplus of not less
than one hundred  million dollars  ($100,000,000)  (any such  institution  being
herein called a "Permitted  Bank") having  maturities of not greater than ninety
(90) days (or, if earlier,  the Release Date); (iv) repurchase  obligations of a
Permitted Bank or securities  dealer  (acting as principal)  meeting the capital
and surplus requirements specified for a Permitted Bank with respect to any bond
or other  obligation  referred to in clause (i) above; (v) any money market fund
substantially all of which is invested in the foregoing  investment  categories;
or (vi) such other  investments as Acquirors and Seller shall jointly approve in
writing.  The Escrow  Shares and any amounts paid thereon  while on deposit with
Escrow  Agent  shall be  referred  to  hereinafter  collectively  as the "Escrow
Funds."

(ii) All  taxes  in  respect  of  earnings  on the  Escrow  Amount  shall be the
obligation  of and  shall be paid when due by  Seller,  who  shall  jointly  and
severally  indemnify and hold  Acquirors and the Escrow Agent  harmless from and
against all such taxes.

4.      Custody and Release of Escrow Funds.

                 Escrow  Agent  shall  hold and  disburse  the  Escrow  Funds in
accordance with the following:

(i) In the event  Acquirors  believe  Acquirors are entitled to receive all or a
portion of the Escrow Funds on account of an Indemnity  Claim,  Acquirors  shall
deliver  to Escrow  Agent a  written  certificate  stating  that  Acquirors  are
entitled to payment from the Escrow Funds on account of a valid  Indemnity Claim
(the "Claim  Certificate").  The Claim Certificate shall state the amount of the
payment from the Escrow Funds to which Acquirors believe Acquirors are entitled.
Within  5  business  days  following   Escrow  Agent's   receipt  of  any  Claim
Certificate,  Escrow Agent shall send notice to Seller of Escrow Agent's receipt
of such Claim  Certificate  ("Claim  Notice").  The Claim Notice shall include a
copy of the Claim Certificate.

(ii) If Escrow Agent does not, within 15 business days following  receipt of the
Claim  Notice by Seller,  receive  from  Seller a written  notice  objecting  to
payment of all or any portion of the claim(s) specified in the Claim Certificate
("Objection Notice"), Escrow Agent shall deliver to Acquirors an amount from the
Escrow  Funds  equal to the  lesser  of (i) the  amount  specified  in the Claim
Certificate or (ii) the full remaining balance of the Escrow Funds.

(iii) If Seller  elects to deliver an Objection  Notice within the 15 day period
specified in  subparagraph  4(b) above,  Seller shall specify in such  Objection
Notice  whether  Seller  disputes all or a portion of the amount  claimed in the
Claim  Certificate.  If Seller does not dispute the entire amount claimed in the
Claim  Certificate,  Seller shall specify the amount which Seller disputes,  and
upon receipt of the  Objection  Notice,  Escrow  Agent shall pay any  undisputed
portion  claimed  in the Claim  Certificate  to  Acquirors  in  accordance  with
subparagraph  4(b).  Within 5 business days following  Escrow Agent's receipt of
any  Objection  Notice,  Escrow Agent shall notify  Acquirors of Escrow  Agent's
receipt of such  Objection  Notice and shall  provide to Acquirors a copy of the
Objection  Notice with such  notification.  (iv) Any portion of the Escrow Funds
claimed by  Acquirors  pursuant to a Claim  Notice  delivered to Escrow Agent in
accordance  with  subparagraph  4(a)  and  disputed  by  Seller  pursuant  to an
Objection Notice delivered to Escrow Agent in accordance with  subparagraph 4(b)
("Disputed  Amounts") shall be retained by Escrow Agent until Escrow Agent shall
have received either of the following:

(2) a written  directive  executed  jointly by  Acquirors  and Seller  directing
Escrow Agent to pay all or a portion of the Disputed  Amounts to Acquirors or to
Seller and  specifying  the amounts to be paid, in which case Escrow Agent shall
promptly pay such amounts to Acquirors from the Escrow Funds in accordance  with
such directive; or

(3) a certified  copy of a final,  non-appealable  order of a court of competent
jurisdiction  ordering  Escrow Agent to deliver all or a portion of the Disputed
Amounts, in which case Escrow Agent shall promptly comply with the terms of such
court order.

                 (v)  If,  on the  date  which  is  the  365th  day  immediately
following  the Closing  Date (the  "Release  Date"),  the amount of Escrow Funds
remaining in control of Escrow Agent  exceeds the  aggregate  amount of Disputed
Claims and Pending Claims, as hereafter  defined,  as of such date, Escrow Agent
shall release to Seller all Escrow Funds  remaining in excess of such  aggregate
sum.

                          A "Pending  Claim" for purposes of this Subsection (e)
shall be any amount of the Escrow
Funds which is the subject of a Notice of Claim  delivered  within 15 days prior
to the Release  Date with  respect to which the Escrow Agent has not received an
Objection Notice as of the Release Date.

                 (vi) No Claim  Certificate  may be  delivered  by  Acquirors to
Escrow Agent after the date which is two business days prior to the Release Date
(the "Bar Date"). Any Claim Certificate  delivered to Escrow Agent after the Bar
Date  shall be void and shall be  disregarded  by Escrow  Agent.  Subject to the
other terms and conditions of this Agreement, following the Release Date, Escrow
Agent shall continue to hold any Disputed  Amounts or Pending Amounts beyond the
Release Date until disbursement in accordance with subparagraphs 4(b) or (d), as
the case may be.

                 (vii)  Anything  in  this  Escrow  Agreement  to  the  contrary
notwithstanding:

     (a) Escrow  Agent may deposit  all or any portion of the Escrow  Funds with
the clerk of any court of competent  jurisdiction upon commencement of an action
in the nature of interpleader or in the course of any court proceedings.

     (b) If at any time Escrow  Agent  receives an order of a court of competent
jurisdiction,  or (subject to  subparagraph  5(b)  below)  written  instructions
signed by both  Acquirors and Seller  directing  delivery of all or a portion of
the Escrow Funds, Escrow Agent shall comply with such order or instructions.

     (viii) The Escrow Funds shall not be subject to lien or  attachment  by any
creditor of any party hereto and shall be used solely for the purposes set forth
in this Escrow Agreement.  The Escrow Funds shall not be available to, and shall
not be used by, Escrow Agent to set off any obligation of Acquirors or Seller to
Escrow Agent.

     (ix) Upon any  delivery or deposit of all of the Escrow  Funds  pursuant to
this Section 4, Escrow Agent shall thereupon be released and discharged from any
and all further obligations arising in connection with this Escrow Agreement.

5.      Concerning Escrow Agent.

        Escrow  Agent has been  induced  to accept  its  obligations  under this
Escrow  Agreement  by  the  following  terms,  conditions,  representations  and
warranties:

(i) Escrow  Agent shall not be liable,  except for his own gross  negligence  or
willful  misconduct  and,  except with  respect to claims  based upon such gross
negligence or willful  misconduct that are successfully  asserted against Escrow
Agent.  Acquirors  and Seller  jointly and  severally  shall  indemnify and hold
harmless Escrow Agent (and any successor  escrow agent) from and against any and
all claims, liabilities,  losses, damages, costs, reasonable attorneys' fees and
other expenses  whatsoever  arising out of or in connection  with Escrow Agent's
service as Escrow  Agent  under this  Escrow  Agreement.  Without  limiting  the
foregoing,  in no event shall  Escrow  Agent be liable  except for his own gross
negligence  or  willful  misconduct  for any  matter  or thing  relating  to his
investment or reinvestment of the Escrow Funds,  including,  without limitation,
any failure to earn interest,  any claim that a higher rate of return could have
been obtained,  any delays in the investment or reinvestment of any amounts paid
by Triangle with respect to the Escrow Shares, including without limitation, any
failure to earn interest, any claim that a higher rate of return could have been
obtained,  any delays in the investment or reinvestment of such dividends or any
loss of interest incident to any such delays.

(ii)  In the  event  of any  disagreement  among  the  parties  to  this  Escrow
Agreement,  or among them or any one of them and any other person,  resulting in
adverse  claims or demands being made in connection  with all or any part of the
Escrow Funds,  or in the event that Escrow Agent in good faith is in doubt as to
what action it should take hereunder, Escrow Agent may, at its option, refuse to
comply  with any claims or  demands on it (but  nothing  herein  shall  obligate
Escrow Agent so to do) until (i) Escrow Agent shall have  received an order of a
court of  competent  jurisdiction  directing  delivery of all or any part of the
Escrow  Funds or (ii) all  differences  shall have been  adjusted  and all doubt
resolved by written  agreement  executed by the parties to such disagreement and
delivered to Escrow Agent.

(iii) Escrow Agent shall be entitled to rely upon any  judgment,  certification,
demand,  notice,  instrument or other writing  delivered to it hereunder without
being required to determine the  authenticity  or correctness of any fact stated
therein or the  propriety  or  validity  of the  service  thereof and may act in
reliance upon any  instrument or signature  believed by it to be genuine and may
assume  that any  person  purporting  to give any notice or receipt or advice or
make any  statement or execute any document in  connection  with the  provisions
hereof has been duly authorized to do so.

(iv)  Each of the  Acquirors  represents  and  warrants  to  Escrow  Agent  that
Acquirors have full power and authority to act as  representative of any and all
of the other  Acquirors for all purposes  with respect to this Escrow  Agreement
and the Escrow Funds. Escrow Agent shall be entitled to rely conclusively on the
authority  of any  Acquiror  to make  Indemnity  Claims  on behalf of any of the
Acquirors  and Escrow  Agent shall make  payment  with respect to any such claim
directly to any Acquiror as agent and trustee of such other Acquiror(s).  Escrow
Agent shall have no obligation to  communicate  directly with any Acquiror or to
honor or acknowledge any directives or communications given or purportedly given
by any Acquiror, other than those provided by an Acquiror in accordance with the
terms of this Escrow Agreement.

(v)  Neither  Acquirors  nor Seller  shall have any right or  standing to make a
claim,  provide  any notice or receive  any  payment  by,  through or under this
Agreement  except in accordance  with the procedures  described  herein.  Escrow
Agent shall have no obligation to communicate  directly with Acquirors or Seller
or to honor or acknowledge any directives or communications given or purportedly
given by  Acquirors or Seller,  except those  provided by Acquirors or Seller in
accordance with this Agreement.

(vi) Escrow Agent may seek the advice of legal counsel  selected with reasonable
care in the event of any dispute or question  as to the  construction  of any of
the provisions of this Escrow  Agreement or its duties  hereunder,  and it shall
incur no liability and shall be fully  protected in respect of any action taken,
omitted or suffered by it in good faith in  accordance  with the opinion of such
counsel;

(vii) This Escrow Agreement  expressly sets forth all the duties of Escrow Agent
with respect to any and all matters pertinent hereto.

6.      Successor Escrow Agent.

        Escrow Agent (and any successor  escrow agent) may at any time resign as
such by  delivering  the Escrow Funds to any  successor  escrow  agent  mutually
designated  by  Acquirors  and Seller in writing,  or to any court of  competent
jurisdiction. Escrow Agent may be removed by Acquirors and Seller by signing and
delivering to Escrow Agent a joint directive  stating that Escrow Agent has been
removed and  designating a successor  Escrow  Agent,  in which case Escrow Agent
shall promptly  deliver the Escrow Funds to the successor  escrow agent.  Escrow
Agent shall be discharged of and from any and all further obligations arising in
connection  with this Escrow  Agreement  following  any  resignation  or removal
immediately  upon  delivery of the Escrow Funds to such court or such  successor
escrow agent.

7.      Notices.

        Any notices,  certificates or other communications required or permitted
hereunder  shall be in writing  and shall be deemed to have been duly given only
if and when (i) delivered by messenger and receipted for, or (ii) when delivered
and receipted  for by an overnight  mail  service,  or (iii) when  delivered and
receipted for by U.S. certified mail, addressed in each case as follows:

   If to Acquirors, to:

               QuickCREDIT Corp.
               4400 West Sample Road, Suite 228
               Coconut Creek, Florida 33073
               Attention: Van Saliba

     with a copy to:

               Smith, Gambrell & Russell, LLP
               1230 Peachtree Street, N.E.
               Suite 3100
               Atlanta, Georgia  30309
               Attention: Peter B. Barlow, Esquire

     If to Seller to:

               Howard M. Watch
               4922 Samoa Circle
               Orlando, Florida 32808

     with a copy to:

               Lawrence H. Katz, Attorney at Law, P.A.
               341 North Maitland Avenue, Suite 120
               Maitland, Florida 32751-4761

     If to Escrow Agent to:

               Lawrence H. Katz, Attorney at Law, P.A.
               341 North Maitland Avenue, Suite 120
               Maitland, Florida 32751-4761


   Any address set forth above may be changed by notice  given  pursuant to this
Section 7.

Miscellaneous.

(i) Any provision of this Escrow  Agreement which may be determined by any court
of competent  authority to be prohibited or  unenforceable  in any  jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability  without  invalidating the remaining  provisions hereof, and
any  such  prohibition  or   unenforceability  in  any  jurisdiction  shall  not
invalidate or render unenforceable such provision in any other jurisdiction.  It
is expressly understood,  however, that the parties hereto intend each and every
provision  of this  Escrow  Agreement  to be valid and  enforceable  and  hereby
knowingly waive all rights to object to any provision of this Escrow Agreement.

(ii) This Escrow Agreement shall be binding upon and inure solely to the benefit
of the parties hereto and their respective successors and permitted assigns, and
shall not be enforceable by or inure to the benefit of any third party. No party
may assign its rights or  obligations  under this Escrow  Agreement  without the
written consent of the other parties. In no event shall Escrow Agent be required
to act upon,  or be bound by, any  notice,  instruction,  confirmation  or other
communication  given by a person other than Acquirors or Seller nor shall Escrow
Agent be required to deliver the Escrow Funds to any person other than Acquirors
or Seller or a successor  escrow agent  designated  by  Acquirors  and Seller in
accordance with Paragraph 6.

(iii) This Escrow  Agreement  shall be construed in accordance with and governed
by the internal laws of the State of Florida.

(iv) This  Escrow  Agreement  constitutes  the  entire  understanding  among the
parties with respect to the subject  matter  hereof.  This Escrow  Agreement may
only be modified or terminated by a writing signed by all of the parties hereto,
and no waiver hereunder shall be effective unless in writing signed by the party
to be charged.

(v) The fees of Escrow Agent shall be paid 50% by  Acquirors  and 50% by Seller,
as and when  billed by Escrow  Agent in  accordance  with the  schedule  of fees
described on Exhibit "A" hereto.

(vi) This Escrow Agreement may be executed in any number of  counterparts,  each
of which when so executed  and  delivered  shall be deemed to be an original and
all of  which  counterparts  of  this  Escrow  Agreement  taken  together  shall
constitute but one and the same instrument.

(vii) A  "business  day" for  purposes of this  Agreement  shall mean any day on
which commercial banks in Ft. Lauderdale, Florida are open for regular business.

(viii) The section  headings used herein are for  convenience  of reference only
and shall not define or limit the provisions of this Escrow Agreement.


   IN WITNESS  WHEREOF,  the  parties  hereto  have duly  executed  this  Escrow
Agreement on the date first above written.



ACQUIRORS                               SELLER

TRIANGLE IMAGING GROUP, INC.



____________________________________    ________________________________________
By:  Vito A. Bellezza                   By: Howard M. Watch
Title: Chairman of the Board
       of Directors and Chief
       Financial Officer                Federal Tax I.D.# ______________________



                                        ESCROW AGENT
____________________________________
By:  Harold S. Fischer
Title: President
                                        ________________________________________
                                        Lawrence H. Katz, Attorney at Law,
                                        P.A., a Florida Professional Corporation

QUICKCREDIT CORP.
                                        ________________________________________
                                        By: Lawrence H. Katz, Esquire, President

____________________________________
By:  Van Saliba
Title: President




FCB ACQUISITION CORP.



____________________________________
By:  Van Saliba
Title: President




<PAGE>



                                    EXHIBIT A

                          SCHEDULE OF ESCROW AGENT FEES


                  Hourly Rate       $250.00



   Any  out-of-pocket  expenses,  or  extraordinary  fees  or  expenses  such as
attorneys  fees or messenger  costs,  are additional and are not included in the
above schedule.




<PAGE>



                            STOCK PURCHASE AGREEMENT


                  STOCK  PURCHASE  AGREEMENT,  dated as of May 29, 1998,  by and
between Thomas Secreto,  an individual residing at 6 North Drive,  Westbury,  NY
11590 ("Secreto") and Arthur Marino, an individual residing at 216 Little Plains
Road,  Huntington,  NY 11743 ("Marino" and together with Secreto,  the Sellers")
and Triangle Imaging Group, Inc., a Florida corporation ("Purchaser").

                              W I T N E S S E T H:

                  WHEREAS,  the  Sellers  are the record  owners of 40 shares of
common stock, no par value,  of Tri-Max  Systems,  Inc., a New York  corporation
("Tri-Max"  or the  "Company")  representing  all of the issued and  outstanding
shares of the capital stock (the "Shares") of the Company; and

                  WHEREAS,  the  Sellers  desire  to  sell  the  Shares  to  the
Purchaser,  and the  Purchaser  desires to purchase the Shares from the Sellers,
all upon the terms and subject to the conditions hereinafter set forth;

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual representations,  warranties and agreements set forth herein, the parties
agree as follows:

                                    ARTICLE I

                         SALE OF SHARES; PURCHASE PRICE

                  1.1 Sale of Shares. On the Closing Date (as defined in Section
5.1 hereof),  the Seller shall sell, assign,  transfer and deliver the Shares to
the Purchaser, and the Purchaser shall purchase the Shares from the Sellers, all
upon the terms and conditions, and for the purchase price, set forth herein.

                  1.2  Purchase  Price.   The  aggregate   purchase  price  (the
"Purchase  Price")  for the Shares  shall be the  issuance to each Seller on the
Closing Date of 130,000  shares of Common Stock,  $.001 par value per share,  of
Purchaser for a total of 260,000 of such shares (the "Triangle Shares").

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

                  Each Seller, jointly and severally, represents and warrants to
the Purchaser that:

     2.1 Due Organization and Qualification: Subsidiaries: Due Authorization.

                  (a) The Company is a corporation  duly  incorporated,  validly
existing and in good standing  under the laws of New York,  with full  corporate
power and authority to own, lease and operate its business and properties and to
carry on its business in the places and in the manner as presently  conducted or
proposed  to  be  conducted.  The  Company  is in  good  standing  as a  foreign
corporation  in each  jurisdiction  in which  the  properties  owned,  leased or
operated,  or the business conducted,  by it requires such qualification  except
for any such failure,  which when taken together with all other failures, is not
likely to have a material adverse effect on the business of the Company.

                  (b) The Company has no subsidiaries. The Company does not own,
directly  or  indirectly,   any  capital  stock,   equity  or  interest  in  any
corporation,  firm, partnership, joint venture or other entity, other than those
set forth in  Schedule  2.1.  Except as set forth in Schedule  2.1,  there is no
contract,  agreement,  arrangement,  option,  warrant, call, commitment or other
right of any  character  obligating  or  entitling  the Company to issue,  sell,
redeem or repurchase any of its securities, and there is no outstanding security
of any kind convertible into or exchangeable for securities of the Company.

                  (c) Such  Seller  has all  requisite  power and  authority  to
execute and deliver this Agreement and all other agreements  contemplated hereby
(the "Additional  Agreements")  and to consummate the transactions  contemplated
hereby and thereby. Such Seller has taken all action necessary for the execution
and  delivery  of  this  Agreement  and  the   Additional   Agreements  and  the
consummation of the transactions  contemplated  hereby and thereby,  and each of
this  Agreement and the  Additional  Agreements  each  constitute  the valid and
binding obligation of such Seller, enforceable against such Seller in accordance
with its respective terms, except as may be affected by bankruptcy,  insolvency,
moratoria or other similar laws affecting the  enforcement of creditors'  rights
generally and subject to the  qualification  that the  availability of equitable
remedies is subject to the  discretion of the court before which any  proceeding
therefor may be brought.


                  2.2  Capitalization:  Title  to  the  Shares.  The  authorized
capital stock of Tri-Max  consists of 200 shares of common stock,  no par value,
of which 40 shares are issued and outstanding.  No shares of preferred stock are
authorized.  The Shares have been duly  authorized  and  validly  issued and are
fully paid and  non-assessable  and are free of preemptive  rights.  The Sellers
are, and on the Closing Date will be, the owners of record of all of the Shares,
and upon the sale of the Shares to the Purchaser pursuant to this Agreement, the
Purchaser will have good and marketable  title to the Shares,  free and clear of
all liens,  claims,  encumbrances or other contractual  restrictions of any kind
("Liens").  There  are no  existing  warrants,  options,  subscriptions,  calls,
rights,  commitments or any other agreements of any character obligating Tri-Max
to issue, sell or transfer any shares of its capital stock.

                  2.3  Agreements  With  Former  Shareholder.  Except  for  that
certain  Agreement dated May 29, 1998 by and between Sellers and Steve Rigisich,
neither  Sellers nor  Tri-Max is  currently  a party to any  agreement  with any
former shareholder of Tri-Max.

                  2.4 Employment and Consulting Agreements.  Except as set forth
on Schedule  2.4 neither  Sellers  nor Tri-Max is a party to any  consulting  or
employment agreements.

                  2.5 Financial Statements;  Absence of Certain Changes. Tri-Max
has  previously  furnished  to the  Purchaser  true and  complete  copies of the
following financial statements:

                  (i) Consolidated  unaudited  statements of financial condition
         of Tri-Max as of December 31, 1997.

                  All such financial statements have been prepared in conformity
with generally accepted accounting  principles applied on a consistent basis and
fairly  present  the  financial  condition  of Tri-Max as of the dates  thereof.
Specifically, without limitation, such financial statements reflect all material
accrued liabilities and adequate reserves for all material unaccrued liabilities
and for all reasonably anticipated material losses of Tri-Max.

                  2.6 No Conflicts or Defaults.  Except as set forth in Schedule
2.6 the execution and delivery of this Agreement and the  Additional  Agreements
by each Seller and the consummation of the transactions  contemplated hereby and
thereby do not and shall not (a) contravene the Certificate of  Incorporation or
By-Laws  of the  Company  or (b) with or  without  the  giving  of notice or the
passage of time and subject to obtaining  such consents  prior to the Closing as
are set forth in Schedule 2.6, (i) violate, conflict with, or result in a breach
of, or a default or loss of rights  under,  any  material  covenant,  agreement,
mortgage,  indenture, lease, instrument,  permit or license to which the Company
or any of the  Subsidiaries is a party or by which the Company or Sellers or any
of their respective  assets are bound, or any judgment,  order or decree, or any
law,  rule or  regulation  to  which  the  Company  or  Sellers  or any of their
respective assets are subject, (ii) result in the creation of, or give any party
the right to create any Liens upon any of the assets of the  Company or Sellers,
(iii)  terminate  or give any party the right to  terminate,  amend,  abandon or
refuse to perform,  any material  agreement,  arrangement or commitment to which
the  Company or Sellers is a party or by which the  Company or Sellers or any of
their  respective  assets are bound, or (iv)  accelerate or modify,  or give any
party the right to  accelerate or modify,  the time within  which,  or the terms
under which,  the Company or Sellers is to perform any duties or  obligations or
receive any rights or benefits  under any  material  agreement,  arrangement  or
commitment to which it is a party.

                  2.7  Further  Financial  Matters.  (a)  Except as set forth in
Schedule 2.7, the Company has no liabilities or obligations,  whether secured or
unsecured, accrued, determined,  absolute or contingent,  asserted or unasserted
or otherwise,  which are required to be reflected or reserved in a balance sheet
or the notes thereto under generally accepted accounting  principles,  but which
are not reflected in the Financial Statements.

                   (b) Except as set forth in Schedule 2.7, the Company does not
have any, direct or indirect,  indebtedness,  liability,  claim,  loss,  damage,
deficiency, obligation or responsibility,  fixed or unfixed, choate or inchoate,
liquidated or unliquidated,  secured or unsecured, accrued, absolute, contingent
or otherwise.

                  (c)  The  forecasted   operations  statements  and  cash  flow
statements of the Company, true and complete copies of which have been delivered
to the Purchaser, were prepared in good faith on the assumptions stated therein,
which assumptions were believed to be reasonable in light of conditions existing
at the time of  delivery  of such  forecasts,  and  represented,  at the time of
delivery,  such Seller's best estimate of its future financial  performance,  it
being  recognized  that such  forecasts  do not  constitute a warranty as to the
future  performance  of the  Company  and that  actual  results  may  vary  from
forecasted results.

                  2.8 Taxes.  Except as indicated  in Schedule  2.8, the Company
has filed all United States federal,  state, county, local and foreign national,
provincial  and local  returns and reports which were required to be filed on or
prior to the date  hereof in  respect  of all  income,  withholding,  franchise,
payroll,  excise,  property,  sales, use,  value-added or other taxes or levies,
imposts,  duties,  license  and  registration  fees,  charges,   assessments  or
withholdings  of any nature  whatsoever  (together,  "Taxes"),  and has paid all
Taxes (and any  related  penalties,  fines and  interest)  which have become due
pursuant  to such  returns or reports or pursuant  to any  assessment  which has
become  payable,  or, to the extent its liability for any Taxes (and any related
penalties, fines and interest) has not been fully discharged, the same have been
properly  reflected  as a liability  on the books and records of the Company and
adequate reserves  therefor have been established.  All such returns and reports
filed on or prior to the date hereof have been  properly  prepared and are true,
correct (and to the extent such returns  reflect  judgments made by the Company,
such  judgments were  reasonable  under the  circumstances)  and complete in all
material  respects.  Except as indicated in Schedule  2.8, no extension  for the
filing of any such return or report is currently in effect.  Except as indicated
in Schedule  2.8, no tax return or tax return  liability of the Company has been
audited  or,  presently  under  audit.  All taxes and any  penalties,  fines and
interest  which have been  asserted to be payable as a result of any audits have
been paid.  Except as  indicated  in Schedule  2.8, the Company has not given or
been  requested  to give waivers of any statute of  limitations  relating to the
payment of any Taxes (or any related penalties,  fines and interest).  There are
no claims pending or, to the knowledge of such Seller,  threatened,  against the
Company for past due Taxes.  Except as indicated  in Schedule  2.8, all payments
for withholding taxes,  unemployment  insurance and other amounts required to be
paid for  periods  prior to the date  hereof to any  governmental  authority  in
respect of  employment  obligations  of the Company,  have been paid or shall be
paid  prior to the  Closing  and have  been duly  provided  for on the books and
records of the Company and in the Financial Statements.

                  2.9      Indebtedness: Contracts: No Defaults.

                  (a) Schedule 2.9 sets forth a true,  complete and correct list
of all instruments,  agreements,  contracts, indentures,  mortgages, guarantees,
notes, commitments,  accommodations,  letters of credit or other arrangements or
understandings,  whether  written  or oral,  to  which  the  Company  is a party
(collectively,  the "Operating Agreements"). The Operating Agreements constitute
all of the contracts,  agreements,  understandings and arrangements required for
the  operation  of the  business of the Company or which have a material  effect
thereon.  Copies of all such written  Operating  Agreements have previously been
delivered or otherwise made available to the Purchaser and such copies are true,
complete and correct as of the date hereof.

                  (b) Except as disclosed in Schedule 2.9,  neither the Company,
nor any other  person or entity is in breach in any  material  respect of, or in
default in any material  respect under,  any contract,  agreement,  arrangement,
commitment  or plan to which the  Company is a party,  including  the  Operating
Agreements,  and no event or action has occurred,  is pending or is  threatened,
which,  after  the  giving  of  notice,  passage  of  time or  otherwise,  would
constitute  or  result in such a  material  breach or  material  default  by the
Company or, to the  knowledge  of such Seller,  any other person or entity.  The
Company has not received any notice of default  under any  contract,  agreement,
arrangement,  commitment or plan to which it is a party, including the Operating
Agreements,  which  default has not been cured to the  satisfaction  of, or duly
waived by, the party claiming such default on or before the date hereof.

                  2.10 Personal Property.  Except as set forth in Schedule 2.10,
the  Company  has good and  marketable  title  to all of its  tangible  personal
property and assets, including,  without limitation, all of the assets reflected
in the  Financial  Statements  that have not been  disposed  of in the  ordinary
course of  business  since  December  31,  1997,  free and clear of all Liens or
mortgages,  except for any Lien for  current  taxes not yet due and  payable and
such restrictions, if any, on the disposition of securities as may be imposed by
federal or applicable state securities laws.

                  2.11 Real  Property.  (a) Schedule  2.11 sets forth a true and
complete  list of all  real  property  owned by the  Company  (the  "Owned  Real
Property").  The  Company  is the owner of  insurable  title to such  Owned Real
Property and to all of the  structures  located  thereon,  free and clear of all
Liens,  mortgages and restrictions on the use thereof,  except matters of record
which do not  interfere  in any  material way with use or occupancy of the Owned
Real Property.

                  (b) Schedule 2.11 sets forth a true, correct and complete list
of all leases, subleases, licenses and other agreements (collectively, the "Real
Property Leases") under which the Company uses or occupies, has the right to use
or occupy, or leases the right to use or occupy,  now or in the future, any real
property  where  the  annual  rental  obligation   exceeds  $10,000  (the  land,
buildings,  and other  improvements  covered by the Real  Property  Leases being
herein called the "Leased Real Property").  Except as set forth in Schedule 2.11
each Real  Property  Lease is valid,  binding  and in full force and effect with
respect to the Company,  and, to the knowledge of such Seller, all other parties
thereto;  no notice of default or  termination  under any Real Property Lease is
outstanding; no termination event or condition or uncured default on the part of
the Company, exists under any Real Property Lease, and no event has occurred and
no  condition  exists  which,  with the giving of notice or the lapse of time or
both,  would  constitute  such a default or termination  event or condition with
respect to the Company,  or, to the  knowledge  of such Seller,  any other party
thereto. The Company holds any leasehold estate under, and any other interest in
each Real Property  Lease,  free and clear of all Liens and mortgages  except as
set forth in Schedule 2.11.
                  2.12  Compliance with Law. (a) Except as set forth in Schedule
2.12,  the  Company is not  conducting  its  business  or  affairs  in  material
violation  of any  applicable  federal,  state or local  law,  ordinance,  rule,
regulation, court or administrative order, decree or process, or any requirement
of insurance  carriers.  The Company has not received any notice of violation or
claimed violation of any such law, ordinance,  rule, regulation,  order, decree,
process or requirement.

                  (b) The Company is in compliance in all material respects with
all applicable federal,  state, local and foreign laws and regulations  relating
to the  protection of the  environment  and human  health.  There are no claims,
notices,  actions,  suits,  hearings,  investigations,  inquiries or proceedings
pending or, to the knowledge of such Seller, threatened against the Company that
are based on or related to any environmental  matters or the failure to have any
required environmental permits, and there are no past or present conditions that
such  Seller  has  reason to  believe  are  likely to give rise to any  material
liability or other obligations of the Company under any environmental laws.

                  2.13  Permits  and  Licenses.  Except as set forth in Schedule
2.13,  the  Company  has  all  certificates  of  occupancy,   rights,   permits,
certificates,  licenses,  franchises,  approvals and other authorizations as are
reasonably necessary to conduct its business and to own, lease, use, operate and
occupy its assets,  at the places and in the manner now  conducted and operated,
except  those the absence of which  would not  materially  adversely  affect its
business.  Except as set forth in  Schedule  2.13,  as of the date  hereof,  the
Company has not received any written or oral notice or claim  pertaining  to the
failure to obtain any material permit,  certificate,  license, approval or other
authorization required by any federal, state or local agency or other regulatory
body, the failure of which to obtain would  materially and adversely  affect its
business.

                  2.14 Ordinary  Course.  Except as set forth in Schedule  2.14,
since September 14, 1992, the Company has conducted its business, maintained its
real property and  equipment  and kept its books of account,  records and files,
substantially in the same manner as previously conducted, maintained or kept and
solely in the ordinary course.

                  2.15 No Adverse Changes. Except as set forth in Schedule 2.15,
since January 1, 1998, there has not been (a) any material adverse change in the
business,  prospects,  the  financial  or  other  condition,  or the  assets  or
liabilities  of the Company as reflected in the  Financial  Statements,  (b) any
material loss sustained by the Company,  including,  but not limited to any loss
on account of theft, fire, flood, explosion, accident or other calamity, whether
or not insured, which has materially and adversely interfered, or may materially
and adversely interfere, with the operation of the Company's business, or (c) to
the best  knowledge  of such  Seller,  any event,  condition  or state of facts,
including,  without limitation,  the enactment,  adoption or promulgation of any
law, rule or regulation,  the occurrence of which  materially and adversely does
or would affect the results of operations or the business or financial condition
of the Company.

                  2.16  Litigation.  (a)  Except as set forth in  Schedule  2.16
there is no claim,  dispute,  action, suit,  proceeding or investigation pending
or, to the  knowledge  of such  Seller,  threatened,  against or  affecting  the
business  of the  Company,  or  challenging  the  validity or  propriety  of the
transactions contemplated by this Agreement or the Additional Agreements, at law
or in equity or admiralty or before any federal,  state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, nor to the
knowledge of such Seller, has any such claim, dispute,  action, suit, proceeding
or  investigation  been  pending  or  threatened,  during  the  12-month  period
preceding the date hereof;  (b) there is no outstanding  judgment,  order, writ,
ruling,  injunction,  stipulation or decree of any court, arbitrator or federal,
state, local, foreign or other governmental authority, board, agency, commission
or instrumentality, against or materially affecting the business of the Company;
and (c) the Company has not  received  any  written or verbal  inquiry  from any
federal, state, local, foreign or other governmental  authority,  board, agency,
commission or instrumentality concerning the possible violation of any law, rule
or regulation or any matter disclosed in respect of its business.

                  2.17 Insurance.  The Company  maintains  insurance against all
risks  customarily  insured  against by companies in the computer and consulting
and servicing industry.  All such policies are in full force and effect, and the
Company has not  received  any notice  from any  insurance  company  suspending,
revoking,  modifying or canceling  (or  threatening  such action) any  insurance
policy  issued to the  Company.  Copies  of such  insurance  policies  have been
provided to Purchaser and are listed in Schedule 2.17.

                  2.18  Authorizations.  Any  authorization,   approval,  order,
license,  permit,  franchise  or  consent  of,  declaration  to,  or  filing  or
registration  with,  any court,  governmental  authority  or any other person or
entity which is not a party to this Agreement or the Additional Agreements which
is required in connection  with the execution,  delivery and performance by such
Seller of this Agreement or the Additional Agreements has been obtained or shall
be obtained as of the Closing  Date.  There is no pending or  threatened  claim,
action,  suit,  investigation  or proceeding  against the Company or such Seller
before any court,  arbitrator or  governmental  authority  which,  if determined
adversely to the Company or such Seller, would have a material adverse effect on
the ability of such Seller to perform its  obligations  under this  Agreement or
the Additional Agreements.

                  2.19 Certificate of Incorporation  and By-Laws:  Minute Books.
The copies of the Certificate of Incorporation and By-Laws (or similar governing
documents)  of the Company,  and all  amendments  to each are true,  correct and
complete.  The minute books of the Company contain true and complete  records of
all  meetings  and  consents in lieu of meetings  of their  respective  Board of
Directors (and any committees  thereof),  or similar governing bodies, since the
time of their respective organization.  The stock books of the Company are true,
correct and complete.

                  2.20 Employee  Benefit Plans.  Except as set forth in Schedule
2.20, the Company does not maintain, nor has the Company maintained in the past,
any  employee  benefit  plans  ("as  defined  in  Section  3(3) of the  Employee
Retirement  Income  Security Act of 1974, as amended  ("ERISA")),  or any plans,
programs,  policies,  practices,  arrangements  or contracts  (whether  group or
individual)  providing for payments,  benefits or reimbursements to employees of
the Company,  former employees,  their  beneficiaries and dependents under which
such employees, former employees, their beneficiaries and dependents are covered
through an employment  relationship with the Company,  or any entity required to
be aggregated in a controlled group or affiliated service group with the Company
for  purposes  of  ERISA  or the  Internal  Revenue  Code of 1986  (the  "Code")
(including,  without  limitation,  under Section 414(b),  (c), (m) or (o) of the
Code or Section 4001 of ERISA, at any relevant time ("Benefit Plans").

                  2.21  Patents and  Trademarks.  The Company  owns or possesses
sufficient legal rights to all patents, trademarks,  service marks, trade names,
copyrights,  trade  secrets,  licenses,  information,   proprietary  rights  and
processes  necessary for its business as now conducted without any conflict with
or  infringement  of the rights of  others.  There are no  outstanding  options,
licenses or agreements of any kind  relating to the  foregoing,  and neither the
Company is not bound by, or a party to, any options,  licenses or  agreements of
any kind with respect to the patents,  trademarks,  service marks,  trade names,
copyrights,  trade  secrets,  licenses,  information,   proprietary  rights  and
processes of any other person or entity.

                  2.22  Transactions  with  Affiliates.  Except  as set forth in
Schedule  2.22,  (a) the Company  has no  indebtedness  due from its  respective
officers,  directors or  stockholders  or any of their  respective  relatives or
affiliates,  or (b)  none of the  officers,  directors  or  stockholders  of the
Company or their  respective  relatives or affiliates  has any claim against the
Company.

                  2.23 Brokers. All negotiations  relative to this Agreement and
the  transactions  contemplated  hereby  have been  carried  out by the  Sellers
directly with the Purchaser  without the intervention of any person on behalf of
the  Company or  Sellers in such a manner as to give rise to any valid  claim by
any person against Purchaser for a finder's fee, brokerage commission or similar
payment.

                  2.24     Investment Representation.

                  (a) The Triangle  Shares to be received by such Seller will be
acquired for investment  for an indefinite  period for such Seller's own account
and not with a view to the sale or distribution of any part thereof,  and it has
no present intention of selling or otherwise distributing the same.

                  (b) Such Seller agrees not to make a disposition of any of the
Triangle Shares, unless the Triangle Shares shall have been registered under the
Act and any  applicable  state  securities  or Blue Sky  laws,  or  pursuant  to
exemptions therefrom.

                  (c)  Such   Seller  is  able  to  manage  for  itself  in  the
transactions  contemplated by this Agreement,  has such knowledge and experience
in financial and business  matters as to be capable of evaluating the merits and
risks of its  investment,  has the  ability  to bear the  economic  risks of its
investments,  and  has  received  all  the  information  it has  requested  from
Purchaser  that it considers  necessary or appropriate  for deciding  whether to
sell the Shares and receive the Triangle Shares.

                  (d) Such Seller  understands that the Triangle Shares will not
be registered  under the Act and applicable state securities or Blue Sky laws on
the  grounds  that  the  issuance  of  the  Triangle   Shares  are  exempt  from
registration under the Act and applicable state securities or Blue Sky laws.

                  2.25 Restricted  Securities.  Such Seller understands that the
Triangle Shares may not be sold,  transferred,  or otherwise disposed of without
registration under the Act or an exemption therefrom, and that in the absence of
an  effective  registration  statement  covering  the  Triangle  Shares  or  any
available exemption from registration under the Act, the Triangle Shares must be
held indefinitely. Such Seller is aware that the Triangle Shares may not be sold
pursuant to Rule 144  promulgated  under the Act unless all of the conditions of
that  Rule  are  met.  Among  the  conditions  for  use of  Rule  144 may be the
availability of current information to the public about Purchaser.

                  2.26 Miscellaneous. The representations and warranties made by
such Seller in this Agreement and the  Additional  Agreements and the statements
made by or on behalf of such  Seller in any  certificate,  document  or  exhibit
furnished in connection with the  transactions  contemplated  hereby or thereby,
when taken together,  do not contain any untrue  statement of a material fact or
omit to state any material fact necessary in order to make such  representations
or warranties or other such statements, in light of the circumstances under, and
at the time at, which they were made, not false or misleading.

                  2.27  Survival  of   Representations   and   Warranties.   The
representation  and  warranties  of such Seller  shall  survive the Closing Date
until the date upon which the liability to which any claim  relating to any such
representation or warranty is barred by all applicable statutes of limitation.


                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser represents and warrants to the Sellers that:

                  3.1 Due  Authorization:  Valid  Obligation.  Purchaser  has or
prior to the  Closing  Date  will  have  taken  all  corporate  or other  action
necessary  to  authorize  it to  execute  and  deliver  this  Agreement  and the
Additional  Agreements,  and to consummate the transactions  contemplated hereby
and thereby,  and this  Agreement and the Additional  Agreements  constitute the
valid and binding obligations of Purchaser, enforceable in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting the enforcement of creditors'  rights  generally
and subject to the qualification  that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding  therefor may
be brought.

                  3.2 No  Conflicts.  The execution and delivery by Purchaser of
this  Agreement  and  the  Additional  Agreements  and the  consummation  of the
transactions contemplated hereby and thereby do not and shall not (a) contravene
its Certificate of Incorporation or By-Laws (or similar governing  instruments),
or (b) with or  without  the giving of notice or the  passage of time,  violate,
conflict  with,  or result in a breach of, or a default or loss of rights under,
any  covenant,  agreement,  mortgage,  indenture,  lease or  instrument to which
Purchaser is a party or by which  Purchaser or any of its assets is bound or any
judgment,  order,  decree,  law, rule or regulation to which Purchaser or any of
its assets are subject.

                  3.3  Authorizations.   Any  authorization,   approval,  order,
license,  permit,  franchise  or  consent  of,  declaration  to,  or  filing  or
registration  with,  any court,  governmental  authority  or any other person or
entity  which is not a party to this  Agreement  and the  Additional  Agreements
which is required in connection with the execution,  delivery and performance of
this Agreement and the  Additional  Agreements by Purchaser has been obtained or
shall be  obtained  as of the Closing  Date.  There is no pending or  threatened
claim,  action,  suit,  investigation or proceeding against Purchaser before any
court,  arbitrator or governmental  authority which, if determined  adversely to
Purchaser,  would have a material  adverse effect on the ability of Purchaser to
perform its obligations under this Agreement.

                  3.4 Miscellaneous.  The representations and warranties made by
Purchaser in this Agreement and the statements made by or on behalf of Purchaser
or in any  certificate,  document or exhibit  furnished in  connection  with the
transactions  contemplated  hereby do not  contain  any  untrue  statement  of a
material fact or omit to state any material fact necessary in order to make such
representations  or  warranties  or  other  such  statement,  in  light  of  the
circumstances under which they were made, not false or misleading.

                  3.5   Survival  of   Representations   and   Warranties.   The
representation  and warranties of Purchaser shall survive the Closing Date until
the date upon  which the  liability  to which  any  claim  relating  to any such
representation or warranty is barred by all applicable statutes of limitation.


                                   ARTICLE IV

                                 INDEMNIFICATION

                  4.1 Indemnity of Purchaser.  Sellers,  jointly and  severally,
agree to defend,  indemnify and hold harmless Purchaser from and against, and to
reimburse  Purchaser  with  respect  to,  all  liabilities,  losses,  costs  and
expenses,   including,  without  limitation,   reasonable  attorneys'  fees  and
disbursements,  asserted  against or incurred by Purchaser by reason of, arising
out of, or in connection with:

                  (a) any  material  breach of any  representation  or  warranty
         contained in this  Agreement and made by the Sellers or in any document
         or certificate  delivered by the Sellers  pursuant to the provisions of
         this  Agreement or in  connection  with the  transactions  contemplated
         thereby;

                  (b)  any  material  failure  by the  Sellers  to  perform  any
         agreement required by this Agreement to be performed thereby; or

                  (c)  any  claim,   demand,   action,   suit,   proceeding   or
         investigation involving the Company arising out of the operation of the
         Company on or prior to the Closing Date or the  allegation by any third
         party of the existence of any state of facts which, if existing,  would
         constitute a material breach of any representation or warranty referred
         to in clause (a) of this Section 4.1.

                  4.2      Indemnification Procedure.

                  (a)  Purchaser  shall give prompt notice to the Sellers of any
claim for indemnification  arising under Section 4.1. The Sellers shall have the
right to assume and to  control  the  defense  of any such  claim  with  counsel
reasonably  acceptable  to  Purchaser,  at the  Sellers'  own cost and  expense,
including the cost and expense of reasonable  attorneys' fees and  disbursements
in  connection  with  such  defense,  in which  event the  Sellers  shall not be
obligated to pay the fees and disbursements of separate counsel for Purchaser in
such  action.  In the event,  however,  that  Purchaser's  legal  counsel  shall
determine that defenses may be available to Purchaser that are different from or
in addition to those available to the Sellers, in that there could reasonably be
expected to be a conflict of interest if  Purchaser  and the Sellers have common
counsel in any such  proceeding,  or if the Sellers have not assumed the defense
of the action or  proceedings,  then  Purchaser may employ  separate  counsel to
represent or defend Purchaser, and the Sellers shall pay the reasonable fees and
disbursements  of counsel  for  Purchaser.  No  settlement  of any such claim or
payment in connection with any such  settlement  shall be made without the prior
consent of the Sellers which consent shall not be unreasonably withheld.

                  4.3 Escrow of Triangle  Shares.  The parties  acknowledge that
Sellers shall deposit  50,000  (25,000 each Seller) of the Triangle  Shares with
Buyer  (accompanied  with stock powers duly endorsed in blank) which Buyer shall
retain for six months from the date of this Agreement as additional security for
the  indemnification  provisions  provided in this Section 4. If no  outstanding
claims have been made by Buyer on such date,  Buyer shall deliver such shares to
Sellers.  If, however,  there are outstanding claims pursuant to this Section 4,
Buyer shall retain such shares pending the resolution of such claims.  If any of
such  claims are in favor of Buyer,  Seller  shall  have the right to  reimburse
Buyer in immediately  available funds or direct the sale of a sufficient  number
of escrowed shares and direct the proceeds of such sale to Buyer.



                                    ARTICLE V

                              CLOSING DATE; CLOSING

                  5.1 Closing.  The closing hereunder (the "Closing") shall take
place at the offices of Berlack,  Israels & Liberman  LLP, 120 West 45th Street,
New York, New York 10036, at 9:00 A.M. (local time) on May 29,1998 (the "Closing
Date") or at such other time and  location  as  Purchaser  and Sellers may agree
upon.

                  5.2  Delivery  by  Sellers.  At  the  Closing,  Sellers  shall
deliver, or shall cause to be delivered, to Purchaser the following:

                  (i) Certificates  representing the Shares,  which certificates
         shall be duly  endorsed in blank or, in lieu thereof shall have affixed
         thereto stock powers executed in blank and in proper form for transfer;

                  (ii) The  resignations  of all  directors  and officers of the
         Company,  except for Thomas Secreto and Arthur Marino whom shall remain
         as the President and Vice President of the Company;

                  (iii) The Company's minute books,  stock books, stock transfer
         ledger  and  corporate  seal and all other  items and  documents  of or
         relating to the Company as the Purchaser may reasonably  request as are
         contained within the purposes of this Agreement;

     (iv) the Employment Agreements referred to in Section 6.2; and

     (v)  the  legal   opinion  of  Sellers'   counsel  in  form  and  substance
satisfactory to Purchaser and its legal counsel;

     5.3 Delivery by Purchaser.  At the closing,  Purchaser  shall  deliver,  or
cause to be delivered, to Sellers the following:

     (i) the  Triangle  Shares  (subject to the  provisions  of Sections 4.3 and
6.7); and

     (ii) the Employment Agreements referred to in Section 6.2.



                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

     6.1  Working  Capital.  Purchaser  agrees to provide  working  capital  for
Tri-Max in the amount of $200,000 to be funded at the discretion of Purchaser.

     6.2 Employment Agreement.  On the Closing Date, the Sellers will enter into
the Employment  Agreements with the Company,  forms of which are attached hereto
as Exhibit 1 and 2.

     6.3 Confidentiality. From and after the Closing Date, the Sellers shall not
disclose or furnish to any other person, except to the extent required by law or
by order of any court or governmental  agency,  (a) any information which is not
generally  known in the industry  relating to Purchaser or the Company,  (b) any
information  which  is not  generally  known  in the  industry  relating  to the
operations  or financial  status of the  Purchaser  or the Company  which is not
specifically  a  matter  of  public  record,  (c) any  trade  secrets  or  other
confidential  information  of the  Purchaser or the Company,  including  without
limitation,  any marketing or business  plans or research or  development on new
products and services or (d) the name, address or other information  relating to
any supplier or customer of the Purchaser or the Company.

                  6.4  Non-Competition.  (a)  Sellers  acknowledge  that (i) the
business of the Company is in the computer and consulting and servicing industry
(the  "Restricted  Activities"),  (ii) the business is national in scope,  (iii)
Sellers' ownership of the Company has brought them in close contact with certain
confidential affairs of the Company not readily available to the public and (iv)
Purchaser  would not purchase the Company but for the  agreements  and covenants
contained in this Section 6.4.

                  (b)  Sellers  shall  not  in the  United  States  of  America,
directly or  indirectly,  for a period  consisting of three years  following the
Closing Date (the "Restricted Period"),  (i) engage in the Restricted Activities
or (ii) become  interested in any person  engaged in the  Restricted  Activities
(other than Purchaser) as a partner,  shareholder,  principal,  agent,  trustee,
consultant., lender or in any other relationship or capacity, provided, however,
that this Section 6.4 shall not be  construed  to prohibit the  ownership of not
more than 2% of the capital stock of any corporation  which is engaged in any of
the Restricted  Activities having a class of securities  registered  pursuant to
the Securities Exchange Act of 1934.

                  (c) If Sellers breach,  or threaten to commit a breach of, any
of the provisions of this Section 6.4 (the "Restrictive  Covenants"),  Purchaser
shall have the right and remedy  (which shall not be affected by the  provisions
of any other  Section of this  Agreement and shall be in addition to, and not in
lieu of, any other  rights and remedies  available to Purchaser  under law or in
equity) to have the  Restrictive  Covenants  specifically  enforced by any court
having equity jurisdiction, including, without limitation, the right to an entry
against Sellers or restraining orders and injunctions  (preliminary,  mandatory,
temporary and permanent) against  violations,  threatened or actual, and whether
or not then continuing, of such covenants, it being acknowledged and agreed that
any such breach or threatened breach will cause irreparable  injury to Purchaser
and that money damages will not provide adequate remedy to Purchaser.

                  (d) If  any  court  determines  that  any  of the  Restrictive
Covenants,  or any part thereof,  is invalid or unenforceable,  the remainder of
the Restrictive  Covenants shall not thereby be affected and shall be given full
effect, without regard to the invalid portions. If any court determines that any
of the Restrictive  Covenants,  or any part thereof, is unenforceable because of
the duration of such  provision or the area  covered  thereby,  such court shall
have the power to reduce the  duration  or area of such  provisions  and, in its
reduced form, such provision shall then be enforceable and shall be enforced.

                  (e)  Purchaser  and  Sellers   intend  to  and  hereby  confer
jurisdiction  to  enforce  the  Restrictive  Covenants  upon the  courts  of any
jurisdiction  within the geographical scope of such Covenants.  If the courts of
any one or more of such  jurisdictions  hold the  Restrictive  Covenants  wholly
unenforceable  by reason of the  breadth of such scope or  otherwise,  it is the
intention of the Purchaser and Sellers that such determination not bar or in any
way affect  Purchaser's  right to the relief provided above in the courts of any
other jurisdiction being, for this purpose, several into diverse and independent
covenants, subject, where appropriate, to the doctrine of res judicata.

                  6.5 Post-Closing Further Assurances. At any time and from time
to time after the  Closing  Date at the  request of either  party,  and  without
further  consideration,  the other party will execute and deliver,  or cause the
execution and delivery of, such other instruments of sale, transfer, conveyance,
assignment and  confirmation  and take or cause to be taken such other action as
the party  requesting  the same may  reasonably  deem  necessary or desirable in
order to transfer,  convey and assign more  effectively to the requesting  party
all of the property and rights intended to be conveyed to such party pursuant to
the provisions of this Agreement.

                  6.6 Publicity. No publicity release or announcement concerning
this  Agreement or the  transactions  contemplated  hereby shall be made without
advance  approval  thereof by the  Purchaser.  No  approval  from the Sellers is
necessary.

                  6.7 Additional Shares. Each Seller shall receive an additional
5,000 shares of common stock of Triangle on the date hereof. However, if Tri-Max
does not  achieve  pre-tax  income of  $200,000  for the  period of June 1, 1998
through June 30, 1999,  such shares will be canceled.  Seller shall deposit such
shares with Buyer  (accompanied with stock power duly endorsed in blank) pending
the determination of whether or not such earning threshold shall be achieved.



                                   ARTICLE VII

                                  MISCELLANEOUS

                  7.1 Expenses.  Each of the parties hereto shall be responsible
for their respective  fees,  costs and expenses  incurred in connection with the
Agreement.

                  7.2 Notice. All communications, notices, requests, consents or
demands given or required under this Agreement  shall be in writing and shall be
deemed to have been duly  given  when  delivered  to,  or  received  by  prepaid
registered or certified mail or recognized  overnight  courier  addressed to, or
upon receipt of a facsimile sent to, the party for whom intended, as follows, or
to such other  address or facsimile  number as may be furnished by such party by
notice in the manner provided herein:

     If to the Purchaser:

                          Triangle Imaging Group, Inc.
                              4400 West Sample Road
                           Suite 228
                             Coconut Creek, FL 33073

     in each case with a copy to:

                           Berlack, Israels & Liberman LLP
                           120 West 45th Street
                           New York, New York 10036
                           Attention:   Alan N. Forman, Esq.
                           Tel.:  (212) 704-0100
                           Fax:   (212) 704-0196

     If to the Seller:

     To the  addresses of Sellers set forth on page 1 of this  Agreement in each
case with a copy to:

                           Allen Kramer, Esq.
                           30 Vessey Street
                           New York, NY  10007
                           Tel.:    (212) 233-0580
                           Fax:     (212) 732-8795


                  7.3 Entire  Agreement.  This Agreement,  the Schedules and the
Exhibits hereto, the Additional Agreements and the instruments and agreements to
be executed pursuant to this Agreement,  sets forth the entire  understanding of
the parties hereto with respect to its subject matter, merges and supersedes all
prior and contemporaneous  understandings with respect to its subject matter and
may not be waived or modified,  in whole or in part,  except by a writing signed
by each of the parties  hereto.  No waiver of any provision of this Agreement in
any instance  shall be deemed to be a waiver of the same or any other  provision
in any other  instance.  Failure of any party to enforce any  provision  of this
Agreement shall not be construed as a waiver of its rights under such provision.

                  7.4  Successors and Assigns.  This Agreement  shall be binding
upon,  enforceable  against and inure to the benefit of, the parties  hereto and
their respective -heirs,  administrators,  executors,  personal representatives,
successors  and  assigns,  and  nothing  herein is intended to confer any right,
remedy or benefit upon any other person.  This  Agreement may not be assigned by
any party hereto  except with the prior  written  consent of the other  parties,
which consent shall not be unreasonably withheld.
                  7.5 Governing Law; Submission to Jurisdiction.  This Agreement
shall in all respects be governed by and construed in  accordance  with the laws
of the State of Florida  applicable to agreements made and fully to be performed
in such state, without giving effect to conflicts of law principles. The parties
hereto agree to submit to the  jurisdiction  of the State and Federal  courts in
the State of  Florida  with  respect to any claim or matter  arising  under this
Agreement, and hereby consent that service of process with respect to all courts
in and of the State of Florida may be made by registered  mail to such person at
the address of such person set forth herein.

                  7.6  Counterparts.  This Agreement may be executed in multiple
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                  7.7 Construction. Headings contained in this Agreement are for
convenience only and shall not be used in the  interpretation of this Agreement.
References  herein to  Articles,  Sections  and  Exhibits  are to the  articles,
sections and exhibits, respectively, of this Agreement. The Schedules are hereby
incorporated  herein by  reference  and made a part of this  Agreement.  As used
herein, the singular includes the plural, and the masculine, feminine and neuter
gender each includes the others where the context so indicates.

                  7.8  Severability.  If any provision of this Agreement is held
to be  invalid  or  unenforceable  by a court of  competent  jurisdiction,  this
Agreement shall be interpreted and enforceable as if such provision were severed
or limited,  but only to the extent  necessary to render such provision and this
Agreement enforceable.

                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Agreement as of the date first set forth above.




                                   TRIANGLE IMAGING GROUP, INC.



                                   By:__________________________________________
                                      Name:
                                      Title:




                                   _____________________________________________
                                   Thomas Secreto



                                   _____________________________________________
                                   Arthur Marino


<PAGE>


                Schedule 2.4 Employment and Consulting Agreements

                                       N/A


<PAGE>



                       Schedule 2.6 Conflicts or Defaults

                                       N/A


<PAGE>



                     Schedule 2.7 Further Financial Matters


Designagraphics  is claiming  that they are owed about  $14,000 for work done on
behalf of Tri-Max as a consultant. Tri-Max is claiming that because of poor work
and errors  made,  Tri-Max  gave credits to the customer and had to redo some of
the work.

Designagraphics  has  offered  through  their  attorney to settle the matter for
$10,000.00.  Tri-Max  countered with an offer to pay $7,000.00 No litigation has
been started.



<PAGE>




                               Schedule 2.8 Taxes



Tri-Max has filed as a "sub chapter S" corporation.  After the  acquisition,  it
will no longer  qualify as one and  therefore,  must end its tax year at time of
sale and file a tax return for the period of January 1, 1998 through closing.



<PAGE>




                Schedule 2.9 Indebtedness; Contracts; No Defaults

IBM Business Partner agreement
Lotus  Development   Corporation   business  Partner  agreement  Fleet  Business
Revolving line of credit - $25,000 outstanding



<PAGE>




                         Schedule 2.10 Personal Property

None



<PAGE>




                           Schedule 2.11 Real Property


     Lease dated 28 July, 1995 between LBA Properties,  Inc. and GIM Electronics
and Tri-Max Corp. for 4500 sq. ft. at 270 H Duffy Avenue,  Hicksville,  New York
10801 for a term of 5 years, 1 month.



<PAGE>




                        Schedule 2.12 Compliance with Law

                                       N/A



<PAGE>




                       Schedule 2.13 Permits and Licenses

                                       N/A

<PAGE>




                          Schedule 2.14 Ordinary Course

                                       N/A

<PAGE>




                        Schedule 2.15 No Adverse Changes

                                       N/A

<PAGE>




                            Schedule 2.16 Litigation

See Schedule 2.7



<PAGE>




                             Schedule 2.17 Insurance


     State Farm Fire &  Casualty  Co. - business  policy,  Special  From 3 which
includes business liability of $1,000,000.



<PAGE>




                      Schedule 2.20 Employee Benefit Plans


Tri-Max Systems Corp. 401(k) Plan
401(k) Profit Sharing Plan
effective date:  1/1/93


<PAGE>




                    Schedule 2.22 Transaction with Affiliates

                                       N/A



<PAGE>








                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT,  dated as of May 29, 1998, by and between Tri-Max
Systems,  Inc., a New York corporation (the "Company"),  and Thomas Secreto,  an
individual residing at 6 North Drive, Westbury, NY 11590 (the "Executive").

                              W I T N E S S E T H :

     WHEREAS,  the Company  desires to secure the services of the Executive upon
the terms and conditions
hereinafter set forth; and

     WHEREAS,  the Executive  desires to render services to the Company upon the
terms and conditions hereinafter set forth.

     NOW, THEREFORE, the parties mutually agree as follows:

     1.  Employment.  The Company  hereby  employs  Executive  and the Executive
hereby  accepts  such  employment,  as the  President,  subject to the terms and
conditions set forth in this Agreement.

                  2. Duties. The Executive shall serve as the President.  During
the term of this Agreement,  the Executive shall devote all of his business time
to the performance of his duties hereunder  unless  otherwise  authorized by the
Chief Executive  Officer of the Company.  The Executive shall report directly to
the  Chief  Executive  Officer  of the  Company  and to the  Company's  Board of
Directors.

                  3.       Term of Employment; Vacation.

                  (a) The  term of the  Executive's  employment  shall  be for a
period of twenty four (24) months commencing on May 29, 1998 (the "Start Date"),
subject to earlier  termination by the parties pursuant to Section 6 hereof (the
"Term").

     (b) The Executive shall be entitled to three (3) weeks vacation during each
year of the Term.

     4. Compensation of Executive.

     4.1  Salary.  The Company  shall pay to  Executive a base salary (the "Base
Salary")  of  Ninety-Seven  Thousand  Dollars  ($97,000)  per  annum,  less such
deductions  as  shall  be  required  to  be  withheld  by  applicable   law  and
regulations.  All salaries  payable to  Executive  shall be paid at such regular
weekly,  biweekly or semi-monthly  time or times as the Company makes payment of
its regular payroll in the regular course of business.

     4.2 Bonuses.

     (a) During the first year of the Term,  the Executive  shall be entitled to
receive cash  performance  bonuses based upon after-tax  income  achieved by the
Company of $100,000 for each of the first four fiscal quarters.  If such earning
threshold  will be achieved,  within  forty-five  (45) days following the end of
each fiscal  quarter,  the Company shall pay to the Executive a cash bonus equal
to $5,000 for the fiscal  quarter  ending  preceding  such date,  calculated  in
accordance with generally accepted  accounting  principles.  Notwithstanding the
forgoing,  the parties agree that if officers of Triangle  Imaging  Group,  Inc.
("Triangle")  are paid  consulting  fees or salaries by the Company  outside the
ordinary  course of business,  such amounts shall be added back for the purposes
of calculating  the bonus due to the Executive  under this Section  4.2(a).  For
each ten percent (10%) that the threshold  shall be exceeded (ie.;  $10,000 in a
quarter),  Executive  shall receive an additional $500 bonus, up to a maximum of
$2,500 per fiscal quarter.

         (b)  Upon the  execution  of this  Agreement,  the  Executive  shall be
entitled to receive  options (the  "Options") to purchase  100,000 shares of the
common stock of Triangle  ("Common  Stock"),  pursuant to  Triangle's  Executive
Stock Option Plan, exercisable for a period of five (5) years following the date
of grant,  at an  exercise  price  equal to the  closing bid price of the Common
Stock on May 29, 1998.  The Options  shall vest one half on May 29, 1999 and the
remainder on May 29, 2000, so long as the Executive  continues to be employed by
the Company.

         (c)  Additional  bonuses may be paid to the  Executive in cash,  stock,
options or other  consideration  in such  amount(s)  as  determined  in the sole
discretion by the Company's Board of Directors.

     4.3 Expenses.  During the Term,  the Company shall  promptly  reimburse the
Executive  for  all   reasonable  and  necessary   travel   expenses  and  other
disbursements  incurred  by  the  Executive  on  behalf  of the  Company  in the
performance of the Executive's duties hereunder, assuming Executive has received
prior approval for such travel expenses and  disbursements by the Company to the
extent  possible  consistent  with  corporate  practices  with  respect  to  the
reimbursement  of expenses  incurred by the Company's  employees.  The Executive
shall also be entitled to an automobile allowance equal to $750 per month.

     4.4  Benefits.  The  Executive  shall  be  permitted  during  the  Term  to
participate  in  any  hospitalization  or  disability  insurance  plans,  health
programs  (including  medical and dental plans),  pension plans,  life insurance
plans,  bonus plans or similar  benefits  (such as the Company's  401-K Plan and
Employee  Stock Option Plan) that may be  available to other  executives  of the
Company (including coverage under any officers and directors liability insurance
policy),  subject to such  eligibility  rules as are applied to senior  managers
generally.  The  Company  will  only be  responsible  for the  premiums  on such
policies or plans for the Executive only and not for any other family members of
Executive.

     5.  Disability  of the  Executive.  If the  Executive is  incapacitated  or
disabled  by  accident,  sickness  or  otherwise  so as to render the  Executive
mentally or  physically  incapable of  performing  the  services  required to be
performed under this Agreement for a period of 60 consecutive days or 90 days in
any period of 360  consecutive  days (a  "Disability"),  the Company may, at the
time or during the  period of such  Disability,  at its  option,  terminate  the
employment of the Executive  under this  Agreement  immediately  upon giving the
Executive written notice to that effect.

     6. Termination.

     The Company may  terminate  the  employment of the Executive and all of the
Company's obligations under this Agreement at any time for Cause (as hereinafter
defined) by giving the Executive  notice of such  termination,  with  reasonable
specificity  of the  details  thereof.  "Cause"  shall mean (i) the  Executive's
willful misconduct which could reasonably be expected to have a material adverse
effect  on the  business  and  affairs  of the  Company,  (ii)  the  Executive's
disregard of lawful  instructions  of the Company's  Board of Directors or Chief
Executive Officer  consistent with the Executive's  responsibilities  under this
Agreement relating to the business of the Company, (iii) the Executive's neglect
of duties or failure to act, which, in each case,  could  reasonably be expected
to have a material  adverse  effect on the  business and affairs of the Company,
(iv) the commission by the Executive of an act constituting common law fraud, or
a felony, or criminal act against the Company or any affiliate thereof or any of
the assets of any of them, (v) the  Executive's  abuse of alcohol or other drugs
or controlled  substances,  or conviction of a crime involving moral  turpitude,
(vi) the Executive's  material breach of any of the agreements  contained herein
or (vii) the Executive's death or resignation hereunder;  provided however, that
if the  Executive  resigned  as a result of a material  breach by the Company of
this Agreement,  such resignation shall not be considered "Cause"  hereunder.  A
termination pursuant to Section 6(a)(i), (ii), (iii), (iv), (v) (other than as a
result of a conviction of a crime involving moral  turpitude) or (vi) shall take
effect 30 days  after the giving of the notice  contemplated  hereby  unless the
Executive   shall,   during  such  30-day  period,   remedy  to  the  reasonable
satisfaction of the Board of Directors of the Company the misconduct, disregard,
abuse  or  breach  specified  in  such  notice;  provided,  however,  that  such
termination shall take effect  immediately upon the giving of such notice if the
Board of Directors of the Company  shall,  in its  reasonable  discretion,  have
determined that such  misconduct,  disregard,  abuse or breach is not remediable
(which  determination shall be stated in such notice). A termination pursuant to
Section  6(a)(v)  (as a  result  of a  conviction  of a  crime  involving  moral
turpitude) or (vii) shall take effect  immediately upon the giving of the notice
contemplated  hereby.  For  convenience  of  reference,  the date upon which any
termination of the employment of the Executive pursuant to Sections 5 or 6 shall
be effective shall be hereinafter referred to as the "Termination Date".

     7. Effect of Termination of Employment.

     Upon  the  termination  of  the  Executive's  employment  for  Cause  or  a
Disability,  neither the Executive nor the Executive's  beneficiaries  or estate
shall have any further rights to compensation under this Agreement or any claims
against the Company arising out of this  Agreement,  except the right to receive
(i) the unpaid  portion of the Base Salary  provided for in Section 4.1,  earned
through  the   Termination   Date  (the  "Unpaid  Salary   Amount"),   and  (ii)
reimbursement   for  any  expenses  for  which  the  Executive  shall  not  have
theretofore  been   reimbursed,   as  provided  in  Section  4.3  (the  "Expense
Reimbursement   Amount").  If  the  Termination  Date  is  prior  to  the  first
anniversary  date of this  Agreement,  executive shall not be entitled to any of
the unvested Options. If the Termination Date occurs after the first anniversary
date of this  Agreement,  Executive  shall be  entitled  to  receive  a pro rata
portion of such Options equal to the number of months of employment hereunder as
a percentage of the 24 months of the Term of this Agreement.

     8. Disclosure of Confidential Information. Executive recognizes that he has
had and will  continue  to have  access to secret and  confidential  information
regarding the Company, including but not limited to its customer list, products,
know-how, and business plans. Executive acknowledges that such information is of
great value to the Company,  is the sole  property of the Company,  and has been
and will be acquired by him in confidence.  In  consideration of the obligations
undertaken by the Company  herein,  Executive  will not, at any time,  during or
after his employment hereunder, reveal, divulge or make known to any person, any
information acquired by Executive during the course of his employment,  which is
treated  as  confidential  by the  Company,  including  but not  limited  to its
customer list, not otherwise in the public domain, other than in the ordinary of
business during his employment hereunder. The provisions of this Section 8 shall
survive Executive's employment hereunder.

     9. Covenant Not To Compete.

     (a) Executive recognizes that the services to be performed by him hereunder
are special, unique and extraordinary. The parties confirm that it is reasonably
necessary for the protection of Company that Executive  agree,  and accordingly,
Executive does hereby agree, that he shall not,  directly or indirectly,  at any
time during the term of the Agreement and the "Restricted Period" (as defined in
Section 9(e) below):

     (i) except as provided in Subsection (d) below,  be engaged in the computer
and  computer  consulting  and  servicing   industries,   or  provide  technical
assistance,  advice or counseling  regarding such industries in any state in the
United States in which the Company or an affiliate thereof  transacts  business,
either  on his own  behalf or as an  officer,  director,  stockholder,  partner,
consultant, associate, employee, owner, agent, creditor, independent contractor,
or co-venturer of any third party; or

     (ii) employ or engage, or cause or authorize, directly or indirectly, to be
employed  or  engaged,  for or on behalf of  himself  or any  third  party,  any
employee or agent of Company or any affiliate thereof.

     (b) Executive hereby agrees that he will not,  directly or indirectly,  for
or on behalf of himself or any third  party,  at any time during the term of the
Agreement and during the Restricted  Period solicit any customers of the Company
or any affiliate thereof in a manner which directly or indirectly  competes with
the Company.

     (c) If any of the restrictions  contained in this Section 9 shall be deemed
to be  unenforceable  by reason of the extent,  duration or  geographical  scope
thereof,  or otherwise,  then the court making such determination shall have the
right to reduce such extent,  duration,  geographical scope, or other provisions
hereof,  and in its reduced form this Section shall then be  enforceable  in the
manner contemplated hereby.

     (d) This Section 9 shall not be construed to prevent Executive from owning,
directly or indirectly,  in the  aggregate,  an amount not exceeding two percent
(2%) of the issued and outstanding voting securities of any class of any company
whose voting capital stock is traded on a national securities exchange or on the
over-the-counter market other than securities of the Company.

     (e) The term "Restricted Period," as used in this Section 9, shall mean (i)
the  period  of  Executive's  actual  employment  hereunder  plus (ii) 24 months
thereafter in the event that the Executive is terminated for Cause.

     (f) The  provisions  of this Section 9 shall survive the end of the Term as
provided in Section 9(e) hereof.

     10. Miscellaneous.

     10.1  Injunctive  Relief.  Executive  acknowledges  that the services to be
rendered  under the  provisions of this  Agreement are of a special,  unique and
extraordinary  character and that it would be difficult or impossible to replace
such  services.  Accordingly,  Executive  agrees  that any breach or  threatened
breach by him of Section 8 or 9 of this  Agreement  shall  entitle  Company,  in
addition to all other legal  remedies  available to it, to apply to any court of
competent  jurisdiction to seek to enjoin such breach or threatened  breach. The
parties  understand  and intend  that each  restriction  agreed to by  Executive
hereinabove  shall be  construed  as separable  and  divisible  from every other
restriction,  that the  unenforceability  of any restriction shall not limit the
enforceability,  in whole or in part, of any other restriction,  and that one or
more or all of such  restrictions  may be  enforced  in  whole or in part as the
circumstances  warrant.  In the event that any  restriction in this Agreement is
more  restrictive  than  permitted by law in the  jurisdiction  in which Company
seeks  enforcement  thereof,  such  restriction  shall be  limited to the extent
permitted by law.

     10.2 Assignments.  Neither Executive nor the Company may assign or delegate
any of their rights or duties under this Agreement  without the express  written
consent of the other.

     10.3 Entire Agreement. This Agreement constitutes and embodies the full and
complete  understanding and agreement of the parties with respect to Executive's
employment  by Company,  supersedes  all prior  understandings  and  agreements,
whether  oral or  written,  between  Executive  and  Company,  and  shall not be
amended,  modified or changed except by an instrument in writing executed by the
party  to be  charged.  The  invalidity  or  partial  invalidity  of one or more
provisions of this Agreement  shall not  invalidate any other  provision of this
Agreement.  No  waiver by  either  party of any  provision  or  condition  to be
performed  shall be deemed a waiver  of  similar  or  dissimilar  provisions  or
conditions at the same time or any prior or subsequent time.

     10.4  Binding  Effect.  This  Agreement  shall  inure to the benefit of, be
binding upon and enforceable  against,  the parties hereto and their  respective
successors, heirs, beneficiaries and permitted assigns.

     10.5 Headings. The headings contained in this Agreement are for convenience
of reference only and shall not affect in any way the meaning or  interpretation
of this Agreement.

     10.6  Notices.  All  notices,  requests,  demands and other  communications
required or  permitted  to be given  hereunder  shall be in writing and shall be
deemed to have been duly given when personally delivered,  sent by registered or
certified  mail,  return  receipt  requested,  postage  prepaid,  or by  private
overnight  mail service (e.g.  Federal  Express) to the party at the address set
forth above or to such other address as either party may  hereafter  give notice
of in accordance  with the provisions  hereof.  Notices shall be deemed given on
the  sooner  of the date  actually  received  or the  third  business  day after
sending.

     10.7 Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Florida  without giving effect to such
State's conflicts of laws provisions and each of the parties hereto  irrevocably
consents to the  jurisdiction  and venue of the federal and state courts located
in the State of Florida.

     10.8 Counterparts.  This Agreement may be executed simultaneously in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

     10.9 Separability.  If any of the restrictions  contained in this Agreement
shall be  deemed  to be  unenforceable  by reason  of the  extent,  duration  or
geographical   scope  thereof,   or  otherwise,   then  the  court  making  such
determination shall have the right to reduce such extent, duration, geographical
scope, or other provisions  hereof, and in its reduced form this Agreement shall
then be enforceable in the manner contemplated hereby.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date set forth above.



                                  TRI-MAX SYSTEMS, INC.


                                  ______________________________________________
                                  By:

                                  ______________________________________________
                                  Name:

                                  ______________________________________________
                                  Title:



                                  ______________________________________________
                                 Thomas Secreto





<PAGE>




                              EMPLOYMENT AGREEMENT


         EMPLOYMENT AGREEMENT,  dated as of May 29, 1998, by and between Tri-Max
Systems,  Inc., a New York corporation (the  "Company"),  and Arthur Marino,  an
individual  residing  at 216  Little  Plains  Road,  Huntington,  NY 11743  (the
"Executive").

                              W I T N E S S E T H :

     WHEREAS,  the Company  desires to secure the services of the Executive upon
the terms and conditions hereinafter set forth; and

     WHEREAS,  the Executive  desires to render services to the Company upon the
terms and conditions hereinafter set forth.

     NOW, THEREFORE, the parties mutually agree as follows:

     1.  Employment.  The Company  hereby  employs  Executive  and the Executive
hereby accepts such employment, as the Vice President,  subject to the terms and
conditions set forth in this Agreement.

     2. Duties. The Executive shall serve as the Vice President. During the term
of this  Agreement,  the Executive  shall devote all of his business time to the
performance of his duties  hereunder  unless  otherwise  authorized by the Chief
Executive  Officer of the Company.  The Executive  shall report  directly to the
Chief Executive Officer of the Company and to the Company's Board of Directors.

     3. Term of Employment; Vacation.

     (a) The term of the Executive's  employment shall be for a period of twenty
four (24)  months  commencing  on May 29, 1998 (the  "Start  Date"),  subject to
earlier termination by the parties pursuant to Section 6 hereof (the "Term").

     (b) The Executive shall be entitled to three (3) weeks vacation during each
year of the Term. 4.  Compensation of Executive.  4.1 Salary.  The Company shall
pay to  Executive  a base salary (the "Base  Salary") of  Ninety-Seven  Thousand
Dollars  ($97,000)  per annum,  less such  deductions as shall be required to be
withheld by applicable law and  regulations.  All salaries  payable to Executive
shall be paid at such regular weekly,  biweekly or semi-monthly time or times as
the  Company  makes  payment of its  regular  payroll in the  regular  course of
business.

     4.2 Bonuses.

     (a) During the first year of the Term,  the Executive  shall be entitled to
receive cash  performance  bonuses based upon after-tax  income  achieved by the
Company of $100,000 for each of the first four fiscal quarters.  If such earning
threshold  will be achieved,  within  forty-five  (45) days following the end of
each fiscal  quarter,  the Company shall pay to the Executive a cash bonus equal
to $5,000 for the fiscal  quarter  ending  preceding  such date,  calculated  in
accordance with generally accepted  accounting  principles.  Notwithstanding the
forgoing,  the parties agree that if officers of Triangle  Imaging  Group,  Inc.
("Triangle")  are paid  consulting  fees or salaries by the Company  outside the
ordinary  course of business,  such amounts shall be added back for the purposes
of calculating  the bonus due to the Executive  under this Section  4.2(a).  For
each ten percent (10%) that the threshold  shall be exceeded (ie.;  $10,000 in a
quarter),  Executive  shall receive an additional $500 bonus, up to a maximum of
$2,500 per fiscal quarter.

     (b) Upon the execution of this  Agreement,  the Executive shall be entitled
to receive  options (the  "Options")  to purchase  100,000  shares of the common
stock of Triangle ("Common Stock"), pursuant to Triangle's Employee Stock Option
Plan, exercisable for a period of ten (10) years following the date of grant, at
an exercise  price equal to the closing bid price of the Common Stock on May 29,
1998.  The Options  shall vest one half on May 29, 1999 and the remainder on May
29, 2000, so long as the Executive continues to be employed by the Company.

     (c) Additional bonuses may be paid to the Executive in cash, stock, options
or other consideration in such amount(s) as determined in the sole discretion by
the Company's Board of Directors.

     4.3 Expenses.  During the Term,  the Company shall  promptly  reimburse the
Executive  for  all   reasonable  and  necessary   travel   expenses  and  other
disbursements  incurred  by  the  Executive  on  behalf  of the  Company  in the
performance of the Executive's duties hereunder, assuming Executive has received
prior approval for such travel expenses and  disbursements by the Company to the
extent  possible  consistent  with  corporate  practices  with  respect  to  the
reimbursement  of expenses  incurred by the Company's  employees.  The Executive
shall also be entitled to an automobile allowance equal to $750 per month.

     4.4  Benefits.  The  Executive  shall  be  permitted  during  the  Term  to
participate  in  any  hospitalization  or  disability  insurance  plans,  health
programs  (including  medical and dental plans),  pension plans,  life insurance
plans,  bonus plans or similar  benefits  (such as the Company's  401-K Plan and
Employee  Stock Option Plan) that may be  available to other  executives  of the
Company (including coverage under any officers and directors liability insurance
policy),  subject to such  eligibility  rules as are applied to senior  managers
generally.  The  Company  will  only be  responsible  for the  premiums  on such
policies or plans for the Executive only and not for any other family members of
Executive.

     5.  Disability  of the  Executive.  If the  Executive is  incapacitated  or
disabled  by  accident,  sickness  or  otherwise  so as to render the  Executive
mentally or  physically  incapable of  performing  the  services  required to be
performed under this Agreement for a period of 60 consecutive days or 90 days in
any period of 360  consecutive  days (a  "Disability"),  the Company may, at the
time or during the  period of such  Disability,  at its  option,  terminate  the
employment of the Executive  under this  Agreement  immediately  upon giving the
Executive written notice to that effect.

     6. Termination.

     The Company may  terminate  the  employment of the Executive and all of the
Company's obligations under this Agreement at any time for Cause (as hereinafter
defined) by giving the Executive  notice of such  termination,  with  reasonable
specificity  of the  details  thereof.  "Cause"  shall mean (i) the  Executive's
willful misconduct which could reasonably be expected to have a material adverse
effect  on the  business  and  affairs  of the  Company,  (ii)  the  Executive's
disregard of lawful  instructions  of the Company's  Board of Directors or Chief
Executive Officer  consistent with the Executive's  responsibilities  under this
Agreement relating to the business of the Company, (iii) the Executive's neglect
of duties or failure to act, which, in each case,  could  reasonably be expected
to have a material  adverse  effect on the  business and affairs of the Company,
(iv) the commission by the Executive of an act constituting common law fraud, or
a felony, or criminal act against the Company or any affiliate thereof or any of
the assets of any of them, (v) the  Executive's  abuse of alcohol or other drugs
or controlled  substances,  or conviction of a crime involving moral  turpitude,
(vi) the Executive's  material breach of any of the agreements  contained herein
or (vii) the Executive's death or resignation hereunder;  provided however, that
if the  Executive  resigned  as a result of a material  breach by the Company of
this Agreement,  such resignation shall not be considered "Cause"  hereunder.  A
termination pursuant to Section 6(a)(i), (ii), (iii), (iv), (v) (other than as a
result of a conviction of a crime involving moral  turpitude) or (vi) shall take
effect 30 days  after the giving of the notice  contemplated  hereby  unless the
Executive   shall,   during  such  30-day  period,   remedy  to  the  reasonable
satisfaction of the Board of Directors of the Company the misconduct, disregard,
abuse  or  breach  specified  in  such  notice;  provided,  however,  that  such
termination shall take effect  immediately upon the giving of such notice if the
Board of Directors of the Company  shall,  in its  reasonable  discretion,  have
determined that such  misconduct,  disregard,  abuse or breach is not remediable
(which  determination shall be stated in such notice). A termination pursuant to
Section  6(a)(v)  (as a  result  of a  conviction  of a  crime  involving  moral
turpitude) or (vii) shall take effect  immediately upon the giving of the notice
contemplated  hereby.  For  convenience  of  reference,  the date upon which any
termination of the employment of the Executive pursuant to Sections 5 or 6 shall
be effective shall be hereinafter referred to as the "Termination Date".

     7. Effect of Termination of Employment.

     Upon  the  termination  of  the  Executive's  employment  for  Cause  or  a
Disability,  neither the Executive nor the Executive's  beneficiaries  or estate
shall have any further rights to compensation under this Agreement or any claims
against the Company arising out of this  Agreement,  except the right to receive
(i) the unpaid  portion of the Base Salary  provided for in Section 4.1,  earned
through  the   Termination   Date  (the  "Unpaid  Salary   Amount"),   and  (ii)
reimbursement   for  any  expenses  for  which  the  Executive  shall  not  have
theretofore  been   reimbursed,   as  provided  in  Section  4.3  (the  "Expense
Reimbursement   Amount").  If  the  Termination  Date  is  prior  to  the  first
anniversary  date of this  Agreement,  executive shall not be entitled to any of
the unvested Options. If the Termination Date occurs after the first anniversary
date of this  Agreement,  Executive  shall be  entitled  to  receive  a pro rata
portion of such Options equal to the number of months of employment hereunder as
a percentage of the 24 months of the Term of this Agreement.

     8. Disclosure of Confidential Information. Executive recognizes that he has
had and will  continue  to have  access to secret and  confidential  information
regarding the Company, including but not limited to its customer list, products,
know-how, and business plans. Executive acknowledges that such information is of
great value to the Company,  is the sole  property of the Company,  and has been
and will be acquired by him in confidence.  In  consideration of the obligations
undertaken by the Company  herein,  Executive  will not, at any time,  during or
after his employment hereunder, reveal, divulge or make known to any person, any
information acquired by Executive during the course of his employment,  which is
treated  as  confidential  by the  Company,  including  but not  limited  to its
customer list, not otherwise in the public domain, other than in the ordinary of
business during his employment hereunder. The provisions of this Section 8 shall
survive Executive's employment hereunder.

                  9.       Covenant Not To Compete.

     (a) Executive  recognizes that the Company operates nationwide and that the
services to be performed by him hereunder are special, unique and extraordinary.
The parties  confirm  that it is  reasonably  necessary  for the  protection  of
Company that Executive agree, and accordingly, Executive does hereby agree, that
he  shall  not,  directly  or  indirectly,  at any time  during  the term of the
Agreement and the "Restricted Period" (as defined in Section 9(e) below):

     (i) except as provided in Subsection (d) below,  be engaged in the computer
and  computer  consulting  and  servicing   industries,   or  provide  technical
assistance,  advice or counseling  regarding such industries in any state in the
United States in which the Company or an affiliate thereof  transacts  business,
either  on his own  behalf or as an  officer,  director,  stockholder,  partner,
consultant, associate, employee, owner, agent, creditor, independent contractor,
or co-venturer of any third party; or

     (ii) employ or engage, or cause or authorize, directly or indirectly, to be
employed  or  engaged,  for or on behalf of  himself  or any  third  party,  any
employee or agent of Company or any affiliate thereof.

     (b) Executive hereby agrees that he will not,  directly or indirectly,  for
or on behalf of himself or any third  party,  at any time during the term of the
Agreement and during the Restricted  Period solicit any customers of the Company
or any affiliate thereof in a manner which directly or indirectly  competes with
the Company.

     (c) If any of the restrictions  contained in this Section 9 shall be deemed
to be  unenforceable  by reason of the extent,  duration or  geographical  scope
thereof,  or otherwise,  then the court making such determination shall have the
right to reduce such extent,  duration,  geographical scope, or other provisions
hereof,  and in its reduced form this Section shall then be  enforceable  in the
manner contemplated hereby.

     (d) This Section 9 shall not be construed to prevent Executive from owning,
directly or indirectly,  in the  aggregate,  an amount not exceeding two percent
(2%) of the issued and outstanding voting securities of any class of any company
whose voting capital stock is traded on a national securities exchange or on the
over-the-counter market other than securities of the Company.

     (e) The term "Restricted Period," as used in this Section 9, shall mean (i)
the  period  of  Executive's  actual  employment  hereunder  plus (ii) 24 months
thereafter in the event that the Executive is terminated for Cause.

     (f) The  provisions  of this Section 9 shall survive the end of the Term as
provided in Section 9(e) hereof.

     10. Miscellaneous.

     10.1  Injunctive  Relief.  Executive  acknowledges  that the services to be
rendered  under the  provisions of this  Agreement are of a special,  unique and
extraordinary  character and that it would be difficult or impossible to replace
such  services.  Accordingly,  Executive  agrees  that any breach or  threatened
breach by him of Section 8 or 9 of this  Agreement  shall  entitle  Company,  in
addition to all other legal  remedies  available to it, to apply to any court of
competent  jurisdiction to seek to enjoin such breach or threatened  breach. The
parties  understand  and intend  that each  restriction  agreed to by  Executive
hereinabove  shall be  construed  as separable  and  divisible  from every other
restriction,  that the  unenforceability  of any restriction shall not limit the
enforceability,  in whole or in part, of any other restriction,  and that one or
more or all of such  restrictions  may be  enforced  in  whole or in part as the
circumstances  warrant.  In the event that any  restriction in this Agreement is
more  restrictive  than  permitted by law in the  jurisdiction  in which Company
seeks  enforcement  thereof,  such  restriction  shall be  limited to the extent
permitted by law.

     10.2 Assignments.  Neither Executive nor the Company may assign or delegate
any of their rights or duties under this Agreement  without the express  written
consent of the other.

     10.3 Entire Agreement. This Agreement constitutes and embodies the full and
complete  understanding and agreement of the parties with respect to Executive's
employment  by Company,  supersedes  all prior  understandings  and  agreements,
whether  oral or  written,  between  Executive  and  Company,  and  shall not be
amended,  modified or changed except by an instrument in writing executed by the
party  to be  charged.  The  invalidity  or  partial  invalidity  of one or more
provisions of this Agreement  shall not  invalidate any other  provision of this
Agreement.  No  waiver by  either  party of any  provision  or  condition  to be
performed  shall be deemed a waiver  of  similar  or  dissimilar  provisions  or
conditions at the same time or any prior or subsequent time.

     10.4  Binding  Effect.  This  Agreement  shall  inure to the benefit of, be
binding upon and enforceable  against,  the parties hereto and their  respective
successors, heirs, beneficiaries and permitted assigns.

     10.5 Headings. The headings contained in this Agreement are for convenience
of reference only and shall not affect in any way the meaning or  interpretation
of this Agreement.

     10.6  Notices.  All  notices,  requests,  demands and other  communications
required or  permitted  to be given  hereunder  shall be in writing and shall be
deemed to have been duly given when personally delivered,  sent by registered or
certified  mail,  return  receipt  requested,  postage  prepaid,  or by  private
overnight  mail service (e.g.  Federal  Express) to the party at the address set
forth above or to such other address as either party may  hereafter  give notice
of in accordance  with the provisions  hereof.  Notices shall be deemed given on
the  sooner  of the date  actually  received  or the  third  business  day after
sending.

     10.7 Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Florida  without giving effect to such
State's conflicts of laws provisions and each of the parties hereto  irrevocably
consents to the  jurisdiction  and venue of the federal and state courts located
in the State of Florida.

     10.8 Counterparts.  This Agreement may be executed simultaneously in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

     10.9 Separability.  If any of the restrictions  contained in this Agreement
shall be  deemed  to be  unenforceable  by reason  of the  extent,  duration  or
geographical   scope  thereof,   or  otherwise,   then  the  court  making  such
determination shall have the right to reduce such extent, duration, geographical
scope, or other provisions  hereof, and in its reduced form this Agreement shall
then be enforceable in the manner contemplated hereby.


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date set forth above.

                                  TRI-MAX SYSTEMS, INC.


                                  ______________________________________________
                                  By:

                                  ______________________________________________
                                  Name:

                                  ______________________________________________
                                  Title:



                                  ______________________________________________
                                  Arthur Marino



<PAGE>








                            STOCK PURCHASE AGREEMENT


     STOCK PURCHASE  AGREEMENT,  dated as of May 29, 1998, by and between Marios
Roussos,  an individual  residing at 24 Lucille Lane, Dix Hills,  New York 11746
("Seller")   and  Triangle   Imaging   Group,   Inc.,   a  Florida   corporation
("Purchaser").

                              W I T N E S S E T H:

                  WHEREAS,  the  Seller  is the  record  owner of 100  shares of
common stock,  no par value,  of Multitask  Computer  Services  Inc., a New York
corporation  ("Multitask" or the "Company"),  representing all of the issued and
outstanding shares of the capital stock (the "Shares") of the Company; and

                  WHEREAS,  the  Seller  desires  to  sell  the  Shares  to  the
Purchaser, and the Purchaser desires to purchase the Shares from the Seller, all
upon the terms and subject to the conditions hereinafter set forth;

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual representations,  warranties and agreements set forth herein, the parties
agree as follows:



                                    ARTICLE I

                      SALE OF SHARES; PURCHASE PRICE

1.1 Sale of Shares. On the Closing Date (as defined in Section 5.1 hereof),  the
Seller shall sell, assign, transfer and deliver the Shares to the Purchaser, and
the Purchaser shall purchase the shares from the Seller,  all upon the terms and
conditions, and for the purchase price, set forth herein.

1.2 Purchase Price. The aggregate  purchase price (the "Purchase Price") for the
Shares shall be the issuance to Seller on the Closing Date of 130,000  shares of
Common Stock, $.001 par value per share of Purchaser (the "Triangle Shares").

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

                  The Seller represents and warrants to the Purchaser that:

     2.1 Due Organization and Qualification: Subsidiaries: Due Authorization.

                  (a) The Company is a corporation  duly  incorporated,  validly
existing and in good standing  under the laws of New York,  with full  corporate
power and authority to own, lease and operate its business and properties and to
carry on its business in the places and in the manner as presently  conducted or
proposed  to  be  conducted.  The  Company  is in  good  standing  as a  foreign
corporation  in each  jurisdiction  in which  the  properties  owned,  leased or
operated,  or the business conducted,  by it requires such qualification  except
for any such failure,  which when taken together with all other failures, is not
likely to have a material adverse effect on the business of the Company.

                  (b) The Company has no subsidiaries. The Company does not own,
directly  or  indirectly,   any  capital  stock,   equity  or  interest  in  any
corporation,  firm, partnership, joint venture or other entity, other than those
set forth in  Schedule  2.1.  Except as set forth in Schedule  2.1,  there is no
contract,  agreement,  arrangement,  option,  warrant, call, commitment or other
right of any  character  obligating  or  entitling  the Company to issue,  sell,
redeem or repurchase any of its securities, and there is no outstanding security
of any kind convertible into or exchangeable for securities of the Company.

                  (c) The  Seller  has all  requisite  power  and  authority  to
execute and deliver this Agreement and all other agreements  contemplated hereby
(the "Additional  Agreements")  and to consummate the transactions  contemplated
hereby and thereby.  The Seller has taken all action necessary for the execution
and  delivery  of  this  Agreement  and  the   Additional   Agreements  and  the
consummation of the transactions  contemplated  hereby and thereby,  and each of
this  Agreement and the  Additional  Agreements  each  constitute  the valid and
binding obligation of the Seller,  enforceable  against the Seller in accordance
with its respective terms, except as may be affected by bankruptcy,  insolvency,
moratoria or other similar laws affecting the  enforcement of creditors'  rights
generally and subject to the  qualification  that the  availability of equitable
remedies is subject to the  discretion of the court before which any  proceeding
therefor may be brought.


                  2.2  Capitalization:  Title  to  the  Shares.  The  authorized
capital stock of Multitask consists of 200 shares of common stock, no par value,
of which 100 shares are issued and outstanding. No shares of preferred stock are
authorized.  The Shares have been duly  authorized  and  validly  issued and are
fully paid and  non-assessable and are free of preemptive rights. The Seller is,
and on the Closing  Date will be, the owner of record of all of the Shares,  and
upon the sale of the Shares to the  Purchaser  pursuant to this  Agreement,  the
Purchaser will have good and marketable  title to the Shares,  free and clear of
all liens,  claims,  encumbrances or other contractual  restrictions of any kind
("Liens").  There  are no  existing  warrants,  options,  subscriptions,  calls,
rights,  commitments  or  any  other  agreements  of  any  character  obligating
Multitask to issue, sell or transfer any shares of its capital stock.

     2.3  Agreements  With Former  Shareholder.  Neither Seller nor Multitask is
currently a party to any agreement with any former shareholder of Multitask.

                  2.4 Employment and Consulting Agreements.  Except as set forth
on Schedule 2.4 neither  Seller nor  Multitask is a party to any  consulting  or
employment agreements.

                  2.5  Financial   Statements;   Absence  of  Certain   Changes.
Multitask has previously  furnished to the Purchaser true and complete copies of
the following financial statements:

     (ii) Consolidated  unaudited statements of financial condition of Multitask
as of December 31,1997

                  All such financial statements have been prepared in conformity
with generally accepted accounting  principles applied on a consistent basis and
fairly present the financial condition of Multitask as of the dates thereof.

                  2.6 No Conflicts or Defaults.  Except as set forth in Schedule
2.6 the execution and delivery of this Agreement and the  Additional  Agreements
by the Seller and the consummation of the transactions  contemplated  hereby and
thereby do not and shall not (a) contravene the Certificate of  Incorporation or
By-Laws  of the  Company  or (b) with or  without  the  giving  of notice or the
passage of time and subject to obtaining  such consents  prior to the Closing as
are set forth in Schedule 2.6, (i) violate, conflict with, or result in a breach
of, or a default or loss of rights  under,  any  material  covenant,  agreement,
mortgage,  indenture, lease, instrument,  permit or license to which the Company
or any of the  Subsidiaries  is a party or by which the Company or Seller or any
of their respective  assets are bound, or any judgment,  order or decree, or any
law,  rule or  regulation  to  which  the  Company  or  Seller  or any of  their
respective assets are subject, (ii) result in the creation of, or give any party
the right to create any Liens  upon any of the assets of the  Company or Seller,
(iii)  terminate  or give any party the right to  terminate,  amend,  abandon or
refuse to perform,  any material  agreement,  arrangement or commitment to which
the  Company  or Seller is a party or by which the  Company  or Seller or any of
their  respective  assets are bound, or (iv)  accelerate or modify,  or give any
party the right to  accelerate or modify,  the time within  which,  or the terms
under which,  the Company or Seller is to perform any duties or  obligations  or
receive any rights or benefits  under any  material  agreement,  arrangement  or
commitment to which it is a party.

                  2.7  Further  Financial  Matters.  (a)  Except as set forth in
Schedule 2.7, the Company has no liabilities or obligations,  whether secured or
unsecured, accrued, determined,  absolute or contingent,  asserted or unasserted
or otherwise,  which are required to be reflected or reserved in a balance sheet
or the notes thereto under generally accepted accounting  principles,  but which
are not reflected in the Financial Statements.

                   (b) Except as set forth in Schedule 2.7, the Company does not
have any, direct or indirect,  indebtedness,  liability,  claim,  loss,  damage,
deficiency, obligation or responsibility,  fixed or unfixed, choate or inchoate,
liquidated or unliquidated,  secured or unsecured, accrued, absolute, contingent
or otherwise.

                  2.8 Taxes.  Except as indicated  in Schedule  2.8, the Company
has filed all United States federal,  state, county, local and foreign national,
provincial  and local  returns and reports which were required to be filed on or
prior to the date  hereof in  respect  of all  income,  withholding,  franchise,
payroll,  excise,  property,  sales, use,  value-added or other taxes or levies,
imposts,  duties,  license  and  registration  fees,  charges,   assessments  or
withholdings  of any nature  whatsoever  (together,  "Taxes"),  and has paid all
Taxes (and any  related  penalties,  fines and  interest)  which have become due
pursuant  to such  returns or reports or pursuant  to any  assessment  which has
become  payable,  or, to the extent its liability for any Taxes (and any related
penalties, fines and interest) has not been fully discharged, the same have been
properly  reflected  as a liability  on the books and records of the Company and
adequate reserves  therefor have been established.  All such returns and reports
filed on or prior to the date hereof have been  properly  prepared and are true,
correct (and to the extent such returns  reflect  judgments made by the Company,
such  judgments were  reasonable  under the  circumstances)  and complete in all
material  respects.  Except as indicated in Schedule  2.8, no extension  for the
filing of any such return or report is currently in effect.  Except as indicated
in Schedule  2.8, no tax return or tax return  liability of the Company has been
audited  or,  presently  under  audit.  All taxes and any  penalties,  fines and
interest  which have been  asserted to be payable as a result of any audits have
been paid.  Except as  indicated  in Schedule  2.8, the Company has not given or
been  requested  to give waivers of any statute of  limitations  relating to the
payment of any Taxes (or any related penalties,  fines and interest).  There are
no claims  pending or, to the knowledge of the Seller,  threatened,  against the
Company for past due Taxes.  Except as indicated  in Schedule  2.8, all payments
for withholding taxes,  unemployment  insurance and other amounts required to be
paid for  periods  prior to the date  hereof to any  governmental  authority  in
respect of  employment  obligations  of the Company,  have been paid or shall be
paid  prior to the  Closing  and have  been duly  provided  for on the books and
records of the Company and in the Financial Statements.

                  2.9      Indebtedness: Contracts: No Defaults.

                  (a) Schedule 2.9 sets forth a true,  complete and correct list
of all instruments,  agreements,  contracts, indentures,  mortgages, guarantees,
notes, commitments,  accommodations,  letters of credit or other arrangements or
understandings,  whether  written  or oral,  to  which  the  Company  is a party
(collectively,  the "Operating Agreements"). The Operating Agreements constitute
all of the contracts,  agreements,  understandings and arrangements required for
the  operation  of the  business of the Company or which have a material  effect
thereon.  Copies of all such written  Operating  Agreements have previously been
delivered or otherwise made available to the Purchaser and such copies are true,
complete and correct as of the date hereof.

                  (b) Except as disclosed in Schedule 2.9,  neither the Company,
nor any other  person or entity is in breach in any  material  respect of, or in
default in any material  respect under,  any contract,  agreement,  arrangement,
commitment  or plan to which the  Company is a party,  including  the  Operating
Agreements,  and no event or action has occurred,  is pending or is  threatened,
which,  after  the  giving  of  notice,  passage  of  time or  otherwise,  would
constitute  or  result in such a  material  breach or  material  default  by the
Company or, to the  knowledge  of the Seller,  any other  person or entity.  The
Company has not received any notice of default  under any  contract,  agreement,
arrangement,  commitment or plan to which it is a party, including the Operating
Agreements,  which  default has not been cured to the  satisfaction  of, or duly
waived by, the party claiming such default on or before the date hereof.

                  2.10 Personal Property.  Except as set forth in Schedule 2.10,
the  Company  has good and  marketable  title  to all of its  tangible  personal
property and assets, including,  without limitation, all of the assets reflected
in the  Financial  Statements  that have not been  disposed  of in the  ordinary
course of  business  since  December  31,  1997,  free and clear of all Liens or
mortgages,  except for any Lien for  current  taxes not yet due and  payable and
such restrictions, if any, on the disposition of securities as may be imposed by
federal or applicable state securities laws.

                  2.11 Real  Property.  (a) Schedule  2.11 sets forth a true and
complete  list of all  real  property  owned by the  Company  (the  "Owned  Real
Property").  The  Company  is the owner of  insurable  title to such  Owned Real
Property and to all of the  structures  located  thereon,  free and clear of all
Liens,  mortgages and restrictions on the use thereof,  except matters of record
which do not  interfere  in any  material way with use or occupancy of the Owned
Real Property.

                  (b) Schedule 2.11 sets forth a true, correct and complete list
of all leases, subleases, licenses and other agreements (collectively, the "Real
Property Leases") under which the Company uses or occupies, has the right to use
or occupy, or leases the right to use or occupy,  now or in the future, any real
property  where  the  annual  rental  obligation   exceeds  $10,000  (the  land,
buildings,  and other  improvements  covered by the Real  Property  Leases being
herein called the "Leased Real Property").  Except as set forth in Schedule 2.11
each Real  Property  Lease is valid,  binding  and in full force and effect with
respect to the Company,  and, to the knowledge of the Seller,  all other parties
thereto;  no notice of default or  termination  under any Real Property Lease is
outstanding; no termination event or condition or uncured default on the part of
the Company, exists under any Real Property Lease, and no event has occurred and
no  condition  exists  which,  with the giving of notice or the lapse of time or
both,  would  constitute  such a default or termination  event or condition with
respect to the  Company,  or, to the  knowledge  of the Seller,  any other party
thereto. The Company holds any leasehold estate under, and any other interest in
each Real Property  Lease,  free and clear of all Liens and mortgages  except as
set forth in Schedule 2.11.

                  2.12  Compliance with Law. (a) Except as set forth in Schedule
2.12,  the  Company is not  conducting  its  business  or  affairs  in  material
violation  of any  applicable  federal,  state or local  law,  ordinance,  rule,
regulation, court or administrative order, decree or process, or any requirement
of insurance  carriers.  The Company has not received any notice of violation or
claimed violation of any such law, ordinance,  rule, regulation,  order, decree,
process or requirement.

                  (b) The Company is in compliance in all material respects with
all applicable federal,  state, local and foreign laws and regulations  relating
to the  protection of the  environment  and human  health.  There are no claims,
notices,  actions,  suits,  hearings,  investigations,  inquiries or proceedings
pending or, to the knowledge of the Seller,  threatened against the Company that
are based on or related to any environmental  matters or the failure to have any
required environmental permits, and there are no past or present conditions that
the  Seller  has  reason to  believe  are  likely  to give rise to any  material
liability or other obligations of the Company under any environmental laws.

                  2.13  Permits  and  Licenses.  Except as set forth in Schedule
2.13,  the  Company  has  all  certificates  of  occupancy,   rights,   permits,
certificates,  licenses,  franchises,  approvals and other authorizations as are
reasonably necessary to conduct its business and to own, lease, use, operate and
occupy its assets,  at the places and in the manner now  conducted and operated,
except  those the absence of which  would not  materially  adversely  affect its
business.  Except as set forth in  Schedule  2.13,  as of the date  hereof,  the
Company has not received any written or oral notice or claim  pertaining  to the
failure to obtain any material permit,  certificate,  license, approval or other
authorization required by any federal, state or local agency or other regulatory
body, the failure of which to obtain would  materially and adversely  affect its
business.

                  2.14 Ordinary  Course.  Except as set forth in Schedule  2.14,
since June 4, 1993, the Company has conducted its business,  maintained its real
property  and  equipment  and kept its  books of  account,  records  and  files,
substantially in the same manner as previously conducted, maintained or kept and
solely in the ordinary course.

                  2.15 No Adverse Changes. Except as set forth in Schedule 2.15,
since December 31, 1997,  there has not been (a) any material  adverse change in
the  business,  prospects,  the financial or other  condition,  or the assets or
liabilities  of the Company as reflected in the  Financial  Statements,  (b) any
material loss sustained by the Company,  including,  but not limited to any loss
on account of theft, fire, flood, explosion, accident or other calamity, whether
or not insured, which has materially and adversely interfered, or may materially
and adversely interfere, with the operation of the Company's business, or (c) to
the best  knowledge  of the  Seller,  any  event,  condition  or state of facts,
including,  without limitation,  the enactment,  adoption or promulgation of any
law, rule or regulation,  the occurrence of which  materially and adversely does
or would affect the results of operations or the business or financial condition
of the Company.

                  2.16  Litigation.  (a)  Except as set forth in  Schedule  2.16
there is no claim,  dispute,  action, suit,  proceeding or investigation pending
or, to the  knowledge  of the  Seller,  threatened,  against  or  affecting  the
business  of the  Company,  or  challenging  the  validity or  propriety  of the
transactions contemplated by this Agreement or the Additional Agreements, at law
or in equity or admiralty or before any federal,  state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, nor to the
knowledge of the Seller, has any such claim,  dispute,  action, suit, proceeding
or  investigation  been  pending  or  threatened,  during  the  12-month  period
preceding the date hereof;  (b) there is no outstanding  judgment,  order, writ,
ruling,  injunction,  stipulation or decree of any court, arbitrator or federal,
state, local, foreign or other governmental authority, board, agency, commission
or instrumentality, against or materially affecting the business of the Company;
and (c) the Company has not  received  any  written or verbal  inquiry  from any
federal, state, local, foreign or other governmental  authority,  board, agency,
commission or instrumentality concerning the possible violation of any law, rule
or regulation or any matter disclosed in respect of its business.

                  2.17 Insurance.  The Company  maintains  insurance against all
risks  customarily  insured  against by companies in the computer and consulting
and servicing industry.  All such policies are in full force and effect, and the
Company has not  received  any notice  from any  insurance  company  suspending,
revoking,  modifying or canceling  (or  threatening  such action) any  insurance
policy  issued to the  Company.  Copies  of such  insurance  policies  have been
provided to Purchaser and are listed in Schedule 2.17.

                  2.18  Authorizations.  Any  authorization,   approval,  order,
license,  permit,  franchise  or  consent  of,  declaration  to,  or  filing  or
registration  with,  any court,  governmental  authority  or any other person or
entity which is not a party to this Agreement or the Additional Agreements which
is required in connection  with the execution,  delivery and  performance by the
Seller of this Agreement or the Additional Agreements has been obtained or shall
be obtained as of the Closing  Date.  There is no pending or  threatened  claim,
action,  suit,  investigation or proceeding against the Company or Seller before
any court,  arbitrator or governmental  authority which, if determined adversely
to the Company or Seller, would have a material adverse effect on the ability of
the Seller to perform its  obligations  under this  Agreement or the  Additional
Agreements.

                  2.19 Certificate of Incorporation  and By-Laws:  Minute Books.
The copies of the Certificate of Incorporation and By-Laws (or similar governing
documents)  of the Company,  and all  amendments  to each are true,  correct and
complete.  The minute books of the Company contain true and complete  records of
all  meetings  and  consents in lieu of meetings  of their  respective  Board of
Directors (and any committees  thereof),  or similar governing bodies, since the
time of their respective organization.  The stock books of the Company are true,
correct and complete.

                  2.20 Employee  Benefit Plans.  Except as set forth in Schedule
2.20, the Company does not maintain, nor has the Company maintained in the past,
any  employee  benefit  plans  ("as  defined  in  Section  3(3) of the  Employee
Retirement  Income  Security Act of 1974, as amended  ("ERISA")),  or any plans,
programs,  policies,  practices,  arrangements  or contracts  (whether  group or
individual)  providing for payments,  benefits or reimbursements to employees of
the Company,  former employees,  their  beneficiaries and dependents under which
such employees, former employees, their beneficiaries and dependents are covered
through an employment  relationship with the Company,  or any entity required to
be aggregated in a controlled group or affiliated service group with the Company
for  purposes  of  ERISA  or the  Internal  Revenue  Code of 1986  (the  "Code")
(including,  without  limitation,  under Section 414(b),  (c), (m) or (o) of the
Code or Section 4001 of ERISA, at any relevant time ("Benefit Plans").

                  2.21  Patents and  Trademarks.  The Company  owns or possesses
sufficient legal rights to all patents, trademarks,  service marks, trade names,
copyrights,  trade  secrets,  licenses,  information,   proprietary  rights  and
processes  necessary for its business as now conducted without any conflict with
or  infringement  of the rights of  others.  There are no  outstanding  options,
licenses or agreements of any kind  relating to the  foregoing,  and neither the
Company is not bound by, or a party to, any options,  licenses or  agreements of
any kind with respect to the patents,  trademarks,  service marks,  trade names,
copyrights,  trade  secrets,  licenses,  information,   proprietary  rights  and
processes of any other person or entity.

                  2.22  Transactions  with  Affiliates.  Except  as set forth in
Schedule  2.22,  (a) the Company  has no  indebtedness  due from its  respective
officers,  directors or  stockholders  or any of their  respective  relatives or
affiliates,  or (b)  none of the  officers,  directors  or  stockholders  of the
Company or their  respective  relatives or affiliates  has any claim against the
Company.

                  2.23 Brokers. All negotiations  relative to this Agreement and
the  transactions  contemplated  hereby  have  been  carried  out by the  Seller
directly with the Purchaser  without the intervention of any person on behalf of
the Company or Seller in such a manner as to give rise to any valid claim by any
person  against  Purchaser for a finder's fee,  brokerage  commission or similar
payment.

                  2.24     Investment Representation.

                  (a) The  Triangle  Shares to be  received  by  Seller  will be
acquired for  investment  for an indefinite  period for the Seller's own account
and not with a view to the sale or distribution of any part thereof,  and it has
no present intention of selling or otherwise distributing the same.

                  (b) The Seller agrees not to make a disposition  of any of the
Triangle Shares, unless the Triangle Shares shall have been registered under the
Act and any  applicable  state  securities  or Blue Sky  laws,  or  pursuant  to
exemptions therefrom.

                  (c)  The   Seller  is  able  to  manage   for  itself  in  the
transactions  contemplated by this Agreement,  has such knowledge and experience
in financial and business  matters as to be capable of evaluating the merits and
risks of its  investment,  has the  ability  to bear the  economic  risks of its
investments,  and  has  received  all  the  information  it has  requested  from
Purchaser  that it considers  necessary or appropriate  for deciding  whether to
sell the Shares and receive the Triangle Shares.

                  (d) The Seller  understands  that the Triangle Shares will not
be registered  under the Act and applicable state securities or Blue Sky laws on
the  grounds  that  the  issuance  of  the  Triangle   Shares  are  exempt  from
registration under the Act and applicable state securities or Blue Sky laws.

                  2.25  Restricted  Securities.   Seller  understands  that  the
Triangle Shares may not be sold,  transferred,  or otherwise disposed of without
registration under the Act or an exemption therefrom, and that in the absence of
an  effective  registration  statement  covering  the  Triangle  Shares  or  any
available exemption from registration under the Act, the Triangle Shares must be
held  indefinitely.  Seller is aware  that the  Triangle  Shares may not be sold
pursuant to Rule 144  promulgated  under the Act unless all of the conditions of
that  Rule  are  met.  Among  the  conditions  for  use of  Rule  144 may be the
availability of current information to the public about Purchaser.

                  2.26 Miscellaneous. The representations and warranties made by
the Seller in this  Agreement and the  Additional  Agreements and the statements
made by or on  behalf of the  Seller in any  certificate,  document  or  exhibit
furnished in connection with the  transactions  contemplated  hereby or thereby,
when taken together,  do not contain any untrue  statement of a material fact or
omit to state any material fact necessary in order to make such  representations
or warranties or other such statements, in light of the circumstances under, and
at the time at, which they were made, not false or misleading.

                  2.27  Survival  of   Representations   and   Warranties.   The
representation and warranties of Seller shall survive the Closing Date until the
date  upon  which  the  liability  to  which  any  claim  relating  to any  such
representation or warranty is barred by all applicable statutes of limitation.


                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

                  The Purchaser represents and warrants to the Seller that:

                  3.1 Due  Authorization:  Valid  Obligation.  Purchaser  has or
prior to the  Closing  Date  will  have  taken  all  corporate  or other  action
necessary  to  authorize  it to  execute  and  deliver  this  Agreement  and the
Additional  Agreements,  and to consummate the transactions  contemplated hereby
and thereby,  and this  Agreement and the Additional  Agreements  constitute the
valid and binding obligations of Purchaser, enforceable in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting the enforcement of creditors'  rights  generally
and subject to the qualification  that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding  therefor may
be brought.

                  3.2 No  Conflicts.  The execution and delivery by Purchaser of
this  Agreement  and  the  Additional  Agreements  and the  consummation  of the
transactions contemplated hereby and thereby do not and shall not (a) contravene
its Certificate of Incorporation or By-Laws (or similar governing  instruments),
or (b) with or  without  the giving of notice or the  passage of time,  violate,
conflict  with,  or result in a breach of, or a default or loss of rights under,
any  covenant,  agreement,  mortgage,  indenture,  lease or  instrument to which
Purchaser is a party or by which  Purchaser or any of its assets is bound or any
judgment,  order,  decree,  law, rule or regulation to which Purchaser or any of
its assets are subject.

                  3.3  Authorizations.   Any  authorization,   approval,  order,
license,  permit,  franchise  or  consent  of,  declaration  to,  or  filing  or
registration  with,  any court,  governmental  authority  or any other person or
entity  which is not a party to this  Agreement  and the  Additional  Agreements
which is required in connection with the execution,  delivery and performance of
this Agreement and the  Additional  Agreements by Purchaser has been obtained or
shall be  obtained  as of the Closing  Date.  There is no pending or  threatened
claim,  action,  suit,  investigation or proceeding against Purchaser before any
court,  arbitrator or governmental  authority which, if determined  adversely to
Purchaser,  would have a material  adverse effect on the ability of Purchaser to
perform its obligations under this Agreement.

                  3.4 Miscellaneous.  The representations and warranties made by
Purchaser in this Agreement and the statements made by or on behalf of Purchaser
or in any  certificate,  document or exhibit  furnished in  connection  with the
transactions  contemplated  hereby do not  contain  any  untrue  statement  of a
material fact or omit to state any material fact necessary in order to make such
representations  or  warranties  or  other  such  statement,  in  light  of  the
circumstances under which they were made, not false or misleading.

                  3.5   Survival  of   Representations   and   Warranties.   The
representation  and warranties of Purchaser shall survive the Closing Date until
the date upon  which the  liability  to which  any  claim  relating  to any such
representation or warranty is barred by all applicable statutes of limitation.


                                   ARTICLE IV

                                 INDEMNIFICATION

                  4.1 Indemnity of Purchaser. Seller agrees to defend, indemnify
and hold harmless  Purchaser from and against,  and to reimburse  Purchaser with
respect to, all  liabilities,  losses,  costs and expenses,  including,  without
limitation,  reasonable  attorneys' fees and disbursements,  asserted against or
incurred by Purchaser by reason of, arising out of, or in connection with:

                  (a) any  material  breach of any  representation  or  warranty
         contained in this  Agreement  and made by the Seller or in any document
         or  certificate  delivered by the Seller  pursuant to the provisions of
         this  Agreement or in  connection  with the  transactions  contemplated
         thereby;

                  (b)  any  material  failure  by  the  Seller  to  perform  any
         agreement required by this Agreement to be performed thereby; or

                  (c)  any  claim,   demand,   action,   suit,   proceeding   or
         investigation involving the Company arising out of the operation of the
         Company on or prior to the Closing Date or the  allegation by any third
         party of the existence of any state of facts which, if existing,  would
         constitute a material breach of any representation or warranty referred
         to in clause (a) of this Section 4.1.

                  4.2     Indemnification Procedure.

                  (a)  Purchaser  shall give prompt  notice to the Seller of any
claim for  indemnification  arising under Section 4.1. The Seller shall have the
right to assume and to  control  the  defense  of any such  claim  with  counsel
reasonably  acceptable  to  Purchaser,  at the  Seller's  own cost and  expense,
including the cost and expense of reasonable  attorneys' fees and  disbursements
in  connection  with  such  defense,  in which  event  the  Seller  shall not be
obligated to pay the fees and disbursements of separate counsel for Purchaser in
such  action.  In the event,  however,  that  Purchaser's  legal  counsel  shall
determine that defenses may be available to Purchaser that are different from or
in addition to those available to the Seller,  in that there could reasonably be
expected to be a conflict of  interest if  Purchaser  and the Seller have common
counsel in any such proceeding,  or if the Seller has not assumed the defense of
the  action or  proceedings,  then  Purchaser  may  employ  separate  counsel to
represent or defend Purchaser,  and the Seller shall pay the reasonable fees and
disbursements  of counsel  for  Purchaser.  No  settlement  of any such claim or
payment in connection with any such  settlement  shall be made without the prior
consent of the Seller which consent shall not be unreasonably withheld.

                  4.3 Escrow of Triangle  Shares.  The parties  acknowledge that
Seller shall deposit 25,000 of the Triangle Shares with Buyer  (accompanied with
stock  powers duly  endorsed in blank)  which Buyer shall  retain for six months
from the date of this Agreement as additional  security for the  indemnification
provisions  provided in this Section 4. If no outstanding  claims against Seller
for  indemnification  have been made by Buyer on such date,  Buyer shall deliver
such shares to Seller.  If, however,  there are  outstanding  claims pursuant to
this Section 4, Buyer shall retain such shares  pending the  resolution  of such
claims. If any of such claims are in favor of Buyer, Seller shall have the right
to  reimburse  Buyer in  immediately  available  funds or  direct  the sale of a
sufficient  number of  escrowed  shares and direct the  proceeds of such sale to
Buyer.



                                    ARTICLE V

                              CLOSING DATE; CLOSING

                  5.1 Closing.  The closing hereunder (the "Closing") shall take
place at the offices of Berlack,  Israels & Liberman  LLP, 120 West 45th Street,
New York, New York 10036, at 9:00 A.M. (local time) on May 29,1998 (the "Closing
Date") or at such  other time and  location  as  Purchaser  and Seller may agree
upon.

                  5.2 Delivery by Seller. At the Closing,  Seller shall deliver,
or shall cause to be delivered, to Purchaser the following:

                  (i) Certificates  representing the Shares,  which certificates
         shall be duly  endorsed in blank or, in lieu thereof shall have affixed
         thereto stock powers executed in blank and in proper form for transfer;

     (ii) The resignations of all directors and officers of the Company;

                  (iii) The Company's minute books,  stock books, stock transfer
         ledger  and  corporate  seal and all other  items and  documents  of or
         relating to the Company as the Purchaser may reasonably  request as are
         contained within the purposes of this Agreement;

     (iv) the Employment Agreement referred to in Section 6.2; and

     (v)  the  legal   opinion  of  Seller's   counsel  in  form  and  substance
satisfactory to Purchaser and its legal counsel;

                  5.3 Delivery by  Purchaser.  At the closing,  Purchaser  shall
deliver, or cause to be delivered, to Seller the following:

     (i) the  Triangle  Shares  (subject to the  provisions  of Sections 4.3 and
6.7); and

     (ii) the Employment Agreement referred to in Section 6.2.



                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

                  6.1 Buyer shall  assume the  liabilities  of the  existing EAB
line of credit  referred to in Schedule  2.7 and use its best  efforts to obtain
the release of the personal guarantees of Marios Roussos and Athena Roussos.

                  6.2 Employment Agreement.  On the Closing Date, Marios Roussos
will enter into an Employment  Agreement,  a form of which is attached hereto as
Exhibit 1.

                  6.3  Confidentiality.  From and after the  Closing  Date,  the
Seller shall not disclose or furnish to any other  person,  except to the extent
required by law or by order of any court or  governmental  agency or to Seller's
advisors,  (a) any  information  which is not  generally  known in the  industry
relating to Purchaser or the Company, (b) any information which is not generally
known in the industry  relating to the  operations  or  financial  status of the
Purchaser or the Company which is not  specifically  a matter of public  record,
(c) any trade secrets or other confidential  information of the Purchaser or the
Company,  including  without  limitation,  any  marketing  or business  plans or
research or development on new products and services or (d) the name, address or
other  information  relating to any supplier or customer of the Purchaser or the
Company.

                  6.4  Non-Competition.  (a)  Seller  acknowledges  that (i) the
business of the Company is in the computer and consulting and servicing industry
(the  "Restricted  Activities"),  (ii) the business is national in scope,  (iii)
Seller's  ownership of the Company has brought him in close contact with certain
confidential affairs of the Company not readily available to the public and (iv)
Purchaser  would not purchase the Company but for the  agreements  and covenants
contained in this Section 6.4.

                  (b) Seller shall not in the United States of America, directly
or indirectly, for a period consisting of three years following the Closing Date
or such later date as  provided  in the  Employment  Agreement  with Seller (the
"Restricted Period"),  (i) engage in the Restricted Activities that compete with
Tri-Max or  Triangle  or (ii)  become  interested  in any person  engaged in the
Restricted  Activities  that  compete  with  Tri-Max  or  Triangle  (other  than
Purchaser) as a partner,  shareholder,  principal, agent, trustee,  consultant.,
lender or in any other relationship or capacity,  provided,  however,  that this
Section 6.4 shall not be construed to prohibit the ownership of not more than 2%
of  the  capital  stock  of  any  corporation  which  is  engaged  in any of the
Restricted  Activities having a class of securities  registered  pursuant to the
Securities Exchange Act of 1934.

                  (c) If Seller  breaches,  or  threatens to commit a breach of,
any of the  provisions  of  this  Section  6.4  (the  "Restrictive  Covenants"),
Purchaser  shall have the right and remedy  (which  shall not be affected by the
provisions of any other  Section of this  Agreement and shall be in addition to,
and not in lieu of, any other rights and remedies  available to Purchaser  under
law or in equity) to have the Restrictive Covenants specifically enforced by any
court having equity jurisdiction, including, without limitation, the right to an
entry  against  Seller  or  restraining  orders  and  injunctions  (preliminary,
mandatory,  temporary and permanent) against  violations,  threatened or actual,
and whether or not then continuing, of such covenants, it being acknowledged and
agreed that any such breach or threatened breach will cause  irreparable  injury
to  Purchaser  and that  money  damages  will not  provide  adequate  remedy  to
Purchaser.

                  (d) If  any  court  determines  that  any  of the  Restrictive
Covenants,  or any part thereof,  is invalid or unenforceable,  the remainder of
the Restrictive  Covenants shall not thereby be affected and shall be given full
effect, without regard to the invalid portions. If any court determines that any
of the Restrictive  Covenants,  or any part thereof, is unenforceable because of
the duration of such  provision or the area  covered  thereby,  such court shall
have the power to reduce the  duration  or area of such  provisions  and, in its
reduced form, such provision shall then be enforceable and shall be enforced.

                  (e)   Purchaser   and  Seller  intend  to  and  hereby  confer
jurisdiction  to  enforce  the  Restrictive  Covenants  upon the  courts  of any
jurisdiction  within the geographical scope of such Covenants.  If the courts of
any one or more of such  jurisdictions  hold the  Restrictive  Covenants  wholly
unenforceable  by reason of the  breadth of such scope or  otherwise,  it is the
intention of the Purchaser and Seller that such  determination not bar or in any
way affect  Purchaser's  right to the relief provided above in the courts of any
other  jurisdiction  being,  for  this  purpose,   severable  into  diverse  and
independent  covenants,  subject,  where  appropriate,  to the  doctrine  of res
judicata.

                  6.5 Post-Closing Further Assurances. At any time and from time
to time after the  Closing  Date at the  request of either  party,  and  without
further  consideration,  the other party will execute and deliver,  or cause the
execution and delivery of, such other instruments of sale, transfer, conveyance,
assignment and  confirmation  and take or cause to be taken such other action as
the party  requesting  the same may  reasonably  deem  necessary or desirable in
order to transfer,  convey and assign more  effectively to the requesting  party
all of the property and rights intended to be conveyed to such party pursuant to
the provisions of this Agreement.

                  6.6 Publicity. No publicity release or announcement concerning
this  Agreement or the  transactions  contemplated  hereby shall be made without
advance  approval  thereof  by the  Purchaser.  No  approval  from the Seller is
necessary.

                  6.7  Additional  Shares.  Seller shall  receive an  additional
5,000 shares of common stock of Triangle on the date hereof. However, if Tri-Max
does not  achieve  pre-tax  income of  $200,000  for the  period of June 1, 1998
through  June 30, 1999 such shares will be canceled.  Seller shall  deposit such
shares with Buyer (accompanied with stock powers duly endorsed in blank) pending
the determination of whether or not such earning threshold shall be achieved.



                                  ARTICLE VII

                                  MISCELLANEOUS

                  7.1 Expenses.  Each of the parties hereto shall be responsible
for their respective  fees,  costs and expenses  incurred in connection with the
Agreement.

                  7.2 Notice. All communications, notices, requests, consents or
demands given or required under this Agreement  shall be in writing and shall be
deemed to have been duly  given  when  delivered  to,  or  received  by  prepaid
registered or certified mail or recognized  overnight  courier  addressed to, or
upon receipt of a facsimile sent to, the party for whom intended, as follows, or
to such other  address or facsimile  number as may be furnished by such party by
notice in the manner provided herein:

     If to the Purchaser:

                          Triangle Imaging Group, Inc.
                              4400 West Sample Road
                           Suite 228
                             Coconut Creek, FL 33073

     in each case with a copy to:

                           Berlack, Israels & Liberman LLP
                           120 West 45th Street
                           New York, New York 10036
                           Attention:   Alan N. Forman, Esq.
                           Tel.:  (212) 704-0100
                           Fax:   (212) 704-0196

     If to the Seller:

                           24 Lucille Lane
                           Dix Hills, NY  11746

     in each case with a copy to:

                             Stuart R. Moshell, Esq.
                           Moshell & Moshell
                              100 Garden City Plaza
                           Suite 202
                              Garden City, NY 11530


                  7.3 Entire  Agreement.  This Agreement,  the Schedules and the
Exhibits hereto, the Additional Agreements and the instruments and agreements to
be executed pursuant to this Agreement,  sets forth the entire  understanding of
the parties hereto with respect to its subject matter, merges and supersedes all
prior and contemporaneous  understandings with respect to its subject matter and
may not be waived or modified,  in whole or in part,  except by a writing signed
by each of the parties  hereto.  No waiver of any provision of this Agreement in
any instance  shall be deemed to be a waiver of the same or any other  provision
in any other  instance.  Failure of any party to enforce any  provision  of this
Agreement shall not be construed as a waiver of its rights under such provision.

                  7.4  Successors and Assigns.  This Agreement  shall be binding
upon,  enforceable  against and inure to the benefit of, the parties  hereto and
their respective -heirs,  administrators,  executors,  personal representatives,
successors  and  assigns,  and  nothing  herein is intended to confer any right,
remedy or benefit upon any other person.  This  Agreement may not be assigned by
any party hereto  except with the prior  written  consent of the other  parties,
which consent shall not be unreasonably withheld.

                  7.5 Governing Law; Submission to Jurisdiction.  This Agreement
shall in all respects be governed by and construed in  accordance  with the laws
of the State of Florida  applicable to agreements made and fully to be performed
in such state, without giving effect to conflicts of law principles. The parties
hereto agree to submit to the  jurisdiction  of the State and Federal  courts in
the State of  Florida  with  respect to any claim or matter  arising  under this
Agreement, and hereby consent that service of process with respect to all courts
in and of the State of Florida may be made by registered  mail to such person at
the address of such person set forth herein.
                  7.6  Counterparts.  This Agreement may be executed in multiple
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                  7.7 Construction. Headings contained in this Agreement are for
convenience only and shall not be used in the  interpretation of this Agreement.
References  herein to  Articles,  Sections  and  Exhibits  are to the  articles,
sections and exhibits, respectively, of this Agreement. The Schedules are hereby
incorporated  herein by  reference  and made a part of this  Agreement.  As used
herein, the singular includes the plural, and the masculine, feminine and neuter
gender each includes the others where the context so indicates.

                  7.8  Severability.  If any provision of this Agreement is held
to be  invalid  or  unenforceable  by a court of  competent  jurisdiction,  this
Agreement shall be interpreted and enforceable as if such provision were severed
or limited,  but only to the extent  necessary to render such provision and this
Agreement enforceable.

                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Agreement as of the date first set forth above.


                                  TRIANGLE IMAGING GROUP, INC.


                                  ______________________________________________
                                  By:

                                  ______________________________________________
                                  Name:

                                  ______________________________________________
                                  Title:



                                  ______________________________________________
                                  Marios Roussos




<PAGE>




                                    Exhibit 1
                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT,  dated as of May 29, 1998, by and between Tri-Max
Systems,  Inc., a New York corporation (the "Company"),  and Marios Roussos,  an
individual  residing  at 24  Lucille  Lane,  Dix  Hills,  New  York  11746  (the
"Executive").

                              W I T N E S S E T H :

     WHEREAS,  the Company  desires to secure the services of the Executive upon
the terms and conditions hereinafter set forth; and

         WHEREAS,  the Executive  desires to render services to the Company upon
the terms and conditions hereinafter set forth.

         NOW, THEREFORE, the parties mutually agree as follows:

                  1.  Employment.  The Company hereby employs  Executive and the
Executive  hereby  accepts  such  employment,  as the Vice  President  of PC and
Networking  Systems,  subject  to the  terms  and  conditions  set forth in this
Agreement.

                  2. Duties.  The Executive shall serve as the Vice President of
PC and  Networking  Systems.  During the term of this  Agreement,  the Executive
shall devote all of his business time to the performance of his duties hereunder
unless otherwise  authorized by the Chief Executive Officer of the Company.  The
Executive shall report  directly to the Chief  Executive  Officer of the Company
and to the Company's Board of Directors.

                  3.       Term of Employment; Vacation.

                  (a) The  term of the  Executive's  employment  shall  be for a
period of twenty four (24) months commencing on May 29, 1998 (the "Start Date"),
subject to earlier  termination by the parties pursuant to Section 6 hereof (the
"Term").

                  (b) The  Executive  shall  be  entitled  to  three  (3)  weeks
                  vacation  during  each year of the Term.  4.  Compensation  of
                  Executive.  4.1 Salary.  The Company  shall pay to Executive a
                  base salary (the "Base Salary") of
Ninety-Seven Thousand Dollars ($97,000) per annum, less such deductions as shall
be required  to be withheld by  applicable  law and  regulations.  All  salaries
payable  to  Executive  shall  be paid  at  such  regular  weekly,  biweekly  or
semi-monthly  time or times as the Company makes payment of its regular  payroll
in the regular course of business.

                  4.2      Bonuses.

                  (a) During the first year of the Term, the Executive  shall be
entitled to receive cash performance bonuses,  payable on a bi-monthly basis, of
an aggregate  of $7,500 per quarter  (for an  aggregate  of $30,000).  Executive
acknowledges  that such  bonuses are being  advanced to him based upon  expected
after-tax  income  achieved by the Company of $100,000  per quarter  (during the
first four  quarters of the Term, it being  acknowledged  that the first quarter
shall  consist of four months (June 1 to September 30) with the remainder of the
three quarters to be 3 successive three month periods).  If the after-tax income
has not been achieved for a specific  quarter,  Executive will surrender (at the
end of the  fourth  quarter),  for  cancellation,  such  number of his shares of
common stock of Triangle Imaging Group, Inc. ("Triangle") that has a fair market
value equal to $7,500 (for each  quarter that such  threshold is not  achieved).
The date ending on the last day of the fourth  fiscal  quarter shall be the date
on which the fair market  value of the stock so  surrendered  (for all  previous
quarters) shall be computed.  In order to accomplish the potential forfeiture of
such stock,  Executive  shall  deliver to Triangle,  on the date hereof,  15,000
shares of  common  stock of  Triangle  (in  addition  to the stock to be held by
Triangle pursuant to Section 4.3 of the Stock Purchase Agreement, dated the date
hereof, between Triangle and Executive).  Any shares not so forfeited at the end
of the  four-quarter  period  shall be returned to  Executive.  Executive  shall
deliver  additional  shares to  Triangle if there is an  insufficient  number of
shares held by Triangle for  cancellation.  In the alternative,  Executive shall
reimburse the Company for all bonus payments  received by Executive  during each
quarter where Company did not meet its earning  threshold.  The after-tax income
shall be calculated in accordance with generally accepted accounting principles.
Notwithstanding the forgoing, the parties agree that if officers of Triangle are
paid  consulting  fees or salaries by the Company,  such amounts  shall be added
back for the purposes of calculating after-tax income under this Section 4.2(a).

         (b)  Upon the  execution  of this  Agreement,  the  Executive  shall be
entitled to receive  options (the  "Options") to purchase  100,000 shares of the
common stock of Triangle ("Common Stock"), pursuant to Triangle's Employee Stock
Option Plan,  exercisable  for a period of ten (10) years  following the date of
grant, at an exercise price as determined by the  compensation  committee of the
board of directors of Triangle.  The Options shall vest one half on May 29, 1999
and the  remainder on May 29,  2000,  so long as the  Executive  continues to be
employed by the Company.

         (c)  Additional  bonuses may be paid to the  Executive in cash,  stock,
options or other  consideration  in such  amount(s)  as  determined  in the sole
discretion by the Company's Board of Directors.

                  4.3  Expenses.  During the Term,  the Company  shall  promptly
reimburse the Executive for all  reasonable  and necessary  travel  expenses and
other  disbursements  incurred by the  Executive on behalf of the Company in the
performance of the Executive's duties hereunder, assuming Executive has received
prior approval for such travel expenses and  disbursements by the Company to the
extent  possible  consistent  with  corporate  practices  with  respect  to  the
reimbursement  of expenses  incurred by the Company's  employees.  The Executive
shall also be entitled to an automobile allowance equal to $750 per month.

                  4.4 Benefits. The Executive shall be permitted during the Term
to participate in any  hospitalization  or disability  insurance  plans,  health
programs  (including  medical and dental plans),  pension plans,  life insurance
plans,  bonus plans or similar  benefits  (such as the Company's  401-K Plan and
Employee  Stock Option Plan) that may be  available to other  executives  of the
Company (including coverage under any officers and directors liability insurance
policy),  subject to such  eligibility  rules as are applied to senior  managers
generally.  The  Company  will  only be  responsible  for the  premiums  on such
policies or plans for the Executive only and not for any other family members of
Executive.

                  5.   Disability  of  the   Executive.   If  the  Executive  is
incapacitated or disabled by accident, sickness or otherwise so as to render the
Executive  mentally or physically  incapable of performing the services required
to be performed  under this Agreement for a period of 60 consecutive  days or 90
days in any period of 360 consecutive days (a "Disability"), the Company may, at
the time or during the period of such Disability,  at its option,  terminate the
employment of the Executive  under this  Agreement  immediately  upon giving the
Executive written notice to that effect.

                  6.       Termination.

                  The Company may terminate the  employment of the Executive and
all of the Company's  obligations under this Agreement at any time for Cause (as
hereinafter  defined) by giving the Executive notice of such  termination,  with
reasonable  specificity  of the  details  thereof.  "Cause"  shall  mean (i) the
Executive's  willful  misconduct  which could  reasonably  be expected to have a
material  adverse  effect on the business  and affairs of the Company,  (ii) the
Executive's disregard of lawful instructions of the Company's Board of Directors
or Chief Executive  Officer  consistent  with the  Executive's  responsibilities
under  this  Agreement  relating  to the  business  of the  Company,  (iii)  the
Executive's  neglect of duties or willful  failure to act,  which, in each case,
could  reasonably be expected to have a material  adverse effect on the business
and affairs of the  Company,  (iv) the  commission  by the  Executive  of an act
constituting  common law fraud, or a felony, or criminal act against the Company
or any  affiliate  thereof  or  any of the  assets  of  any  of  them,  (v)  the
Executive's  abuse of  alcohol  or  other  drugs or  controlled  substances,  or
conviction of a crime involving moral turpitude,  (vi) the Executive's  material
breach of any of the agreements  contained herein or (vii) the Executive's death
or resignation hereunder;  provided however, that if the Executive resigned as a
result of a material breach by the Company of this Agreement,  such  resignation
shall not be considered  "Cause"  hereunder.  A termination  pursuant to Section
6(a)(i),  (ii),  (iii),  (iv),  (v) (other than as a result of a conviction of a
crime  involving  moral  turpitude)  or (vi) shall take effect 30 days after the
giving of the notice contemplated hereby unless the Executive shall, during such
30-day period,  remedy to the reasonable  satisfaction of the Board of Directors
of the Company the  misconduct,  disregard,  abuse or breach  specified  in such
notice;  provided,  however, that such termination shall take effect immediately
upon the giving of such notice if the Board of Directors  of the Company  shall,
in its reasonable discretion,  have determined that such misconduct,  disregard,
abuse or breach is not remediable (which  determination  shall be stated in such
notice). A termination  pursuant to Section 6(a)(v) (as a result of a conviction
of a crime  involving  moral  turpitude) or (vii) shall take effect  immediately
upon the giving of the notice contemplated hereby. For convenience of reference,
the date upon which any termination of the employment of the Executive  pursuant
to Sections 5 or 6 shall be effective  shall be  hereinafter  referred to as the
"Termination Date".

                  7.       Effect of Termination of Employment.

                  Upon the termination of the  Executive's  employment for Cause
or a  Disability,  neither the Executive nor the  Executive's  beneficiaries  or
estate shall have any further rights to compensation under this Agreement or any
claims against the Company  arising out of this  Agreement,  except the right to
receive (i) the unpaid  portion of the Base Salary  provided for in Section 4.1,
earned  through the  Termination  Date (the "Unpaid  Salary  Amount"),  and (ii)
reimbursement   for  any  expenses  for  which  the  Executive  shall  not  have
theretofore  been   reimbursed,   as  provided  in  Section  4.3  (the  "Expense
Reimbursement   Amount").  If  the  Termination  Date  is  prior  to  the  first
anniversary  date of this  Agreement,  executive shall not be entitled to any of
the unvested Options. If the Termination Date occurs after the first anniversary
date of this  Agreement,  Executive  shall be  entitled  to  receive  a pro rata
portion of such Options equal to the number of months of employment hereunder as
a percentage of the 24 months of the Term of this Agreement.

                  8.   Disclosure   of   Confidential   Information.   Executive
recognizes  that he has had and will  continue  to have  access  to  secret  and
confidential information regarding the Company, including but not limited to its
customer list, products,  know-how,  and business plans.  Executive acknowledges
that such information is of great value to the Company,  is the sole property of
the  Company,  and has  been  and  will be  acquired  by him in  confidence.  In
consideration  of the obligations  undertaken by the Company  herein,  Executive
will not, at any time, during or after his employment hereunder, reveal, divulge
or make known to any person,  any information  acquired by Executive  during the
course of his  employment,  which is treated  as  confidential  by the  Company,
including  but not limited to its  customer  list,  not  otherwise in the public
domain, other than in the ordinary of business during his employment  hereunder.
The provisions of this Section 8 shall survive Executive's employment hereunder.

                  9.       Covenant Not To Compete.

                  (a) Executive  recognizes that the Company operates nationwide
and that the services to be performed by him hereunder  are special,  unique and
extraordinary.  The parties  confirm  that it is  reasonably  necessary  for the
protection of Company that  Executive  agree,  and  accordingly,  Executive does
hereby agree, that he shall not, directly or indirectly,  at any time during the
term of the  Agreement and the  "Restricted  Period" (as defined in Section 9(e)
below):

     (i) except as provided in Subsection (d) below,  be engaged in the computer
and computer  consulting and servicing  industries that compete with Triangle or
the Company,  or provide technical  assistance,  advice or counseling  regarding
such  industries  in any state in the United  States in which the  Company or an
affiliate thereof transacts business, either on his own behalf or as an officer,
director, stockholder,  partner, consultant,  associate, employee, owner, agent,
creditor, independent contractor, or co-venturer of any third party; or

     (ii) solicit the employment or engagement, or cause or authorize,  directly
or  indirectly,  to be employed  or engaged,  for or on behalf of himself or any
third party, any employee or agent of Company or any affiliate thereof.

                  (b)  Executive  hereby  agrees  that he will not,  directly or
indirectly,  for or on behalf of himself or any third party,  at any time during
the term of the Agreement and during the Restricted Period solicit any customers
of the Company or any affiliate thereof in a manner which directly or indirectly
competes with the Company.

                  (c) If any of the  restrictions  contained  in this  Section 9
shall be  deemed  to be  unenforceable  by reason  of the  extent,  duration  or
geographical   scope  thereof,   or  otherwise,   then  the  court  making  such
determination shall have the right to reduce such extent, duration, geographical
scope, or other  provisions  hereof,  and in its reduced form this Section shall
then be enforceable in the manner contemplated hereby.

                  (d) This Section 9 shall not be construed to prevent Executive
from owning,  directly or indirectly,  in the aggregate, an amount not exceeding
two percent (2%) of the issued and outstanding voting securities of any class of
any  company  whose  voting  capital  stock is traded on a  national  securities
exchange or on the over-the-counter market other than securities of the Company.

                  (e) The term  "Restricted  Period," as used in this Section 9,
shall mean (i) the period of Executive's  actual employment  hereunder plus (ii)
24 months thereafter in the event that the Executive is terminated for Cause.

     (f) The  provisions  of this Section 9 shall survive the end of the Term as
provided in Section 9(e) hereof.

                  10.      Miscellaneous.

                  10.1  Injunctive  Relief.   Executive  acknowledges  that  the
services to be rendered under the provisions of this Agreement are of a special,
unique and extraordinary  character and that it would be difficult or impossible
to replace  such  services.  Accordingly,  Executive  agrees  that any breach or
threatened  breach by him of  Section  8 or 9 of this  Agreement  shall  entitle
Company,  in addition to all other legal  remedies  available to it, to apply to
any court of competent  jurisdiction to seek to enjoin such breach or threatened
breach.  The parties  understand and intend that each  restriction  agreed to by
Executive  hereinabove  shall be construed as separable and divisible from every
other restriction,  that the unenforceability of any restriction shall not limit
the enforceability,  in whole or in part, of any other restriction, and that one
or more or all of such  restrictions  may be enforced in whole or in part as the
circumstances  warrant.  In the event that any  restriction in this Agreement is
more  restrictive  than  permitted by law in the  jurisdiction  in which Company
seeks  enforcement  thereof,  such  restriction  shall be  limited to the extent
permitted by law.

                  10.2 Assignments. Neither Executive nor the Company may assign
or  delegate  any of their  rights or duties  under this  Agreement  without the
express written consent of the other.

                  10.3 Entire Agreement. This Agreement constitutes and embodies
the full and complete understanding and agreement of the parties with respect to
Executive's  employment  by Company,  supersedes  all prior  understandings  and
agreements,  whether oral or written,  between Executive and Company,  and shall
not be amended,  modified or changed except by an instrument in writing executed
by the party to be charged.  The invalidity or partial invalidity of one or more
provisions of this Agreement  shall not  invalidate any other  provision of this
Agreement.  No  waiver by  either  party of any  provision  or  condition  to be
performed  shall be deemed a waiver  of  similar  or  dissimilar  provisions  or
conditions at the same time or any prior or subsequent time.

                  10.4 Binding Effect. This Agreement shall inure to the benefit
of, be  binding  upon and  enforceable  against,  the  parties  hereto and their
respective successors, heirs, beneficiaries and permitted assigns.

                  10.5  Headings.  The headings  contained in this Agreement are
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.

                  10.6  Notices.  All  notices,   requests,  demands  and  other
communications  required or permitted to be given  hereunder shall be in writing
and shall be deemed to have been duly given when personally  delivered,  sent by
registered or certified mail, return receipt requested,  postage prepaid,  or by
private  overnight  mail  service  (e.g.  Federal  Express)  to the party at the
address set forth above or to such other  address as either party may  hereafter
give notice of in accordance with the provisions hereof. Notices shall be deemed
given on the sooner of the date  actually  received  or the third  business  day
after sending.

                  10.7 Governing  Law. This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of Florida  without  giving
effect to such  State's  conflicts  of laws  provisions  and each of the parties
hereto  irrevocably  consents to the  jurisdiction  and venue of the federal and
state courts located in the State of Florida.

                  10.8   Counterparts.    This   Agreement   may   be   executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

                  10.9  Separability.  If any of the  restrictions  contained in
this  Agreement  shall be deemed to be  unenforceable  by reason of the  extent,
duration or geographical scope thereof, or otherwise, then the court making such
determination shall have the right to reduce such extent, duration, geographical
scope, or other provisions  hereof, and in its reduced form this Agreement shall
then be enforceable in the manner contemplated hereby.


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date set forth above.



                                  TRI-MAX SYSTEMS, INC.


                                  ______________________________________________
                                  By:

                                  ______________________________________________
                                  Name:

                                  ______________________________________________
                                  Title:



                                  ______________________________________________
                                  Marios Roussos