Exhibit 10.2

## IBM Credit
Corporation

# AGREEMENT FOR WHOLESALE FINANCING
(SECURITY AGREEMENT)

This
Agreement for Wholesale Financing - Security Agreement (as amended, supplemented
or otherwise modified from time to time, this Agreement) dated as of
January 5,2001(replacing the same agreement dated as of November 27,
2000) is by and between IBM Credit Corporation, a Delaware corporation,
with a place of business at 1500 RiverEdge Parkway, Atlanta, GA 30358 (IBM
Credit), and Information Technology Services, Inc., a New York
corporation, (Customer). This Agreement replaces that Inventory and
Working Capital Financing Agreement between the IBM Credit and Customer (as
amended, modified or supplemented from time to time) dated September 24, 1996.

In
the course of Customers business, Customer acquires products and wants IBM
Credit to finance Customers purchase of such products under the following
terms and conditions:

1.     IBM Credit may in
its sole discretion from time to time decide the amount of credit IBM Credit
extends to Customer, notwithstanding any prior course of conduct between IBM
Credit and Customer. IBM Credit may combine all of its advances to make one debt
owed by Customer.

2.     IBM Credit may in
its sole discretion decide the amount of funds, if any, IBM Credit will advance
on any products Customer may seek to acquire. Customer agrees that any decision
to finance products will not be binding on IBM Credit until such time as the
funds are actually advanced by IBM Credit.

3.     In the course of
Customers operations, Customer intends to purchase from persons approved
in writing by IBM Credit for the purpose of this Agreement (the Authorized
Suppliers) computer hardware and software products manufactured or
distributed by or bearing any trademark or trade name of such Authorized
Suppliers (the Approved Inventory). When IBM Credit advances funds,
IBM Credit may send Customer a Statement of Transaction or other statement. If
IBM Credit does, Customer will have acknowledged the debt to be an account
stated and Customer will have agreed to the terms set forth on such statement
unless Customer notifies IBM Credit in writing of any question or objection
within seven (7) days after such statement is mailed to Customer.

4.     To secure payment
of all of Customers current and future obligations to IBM Credit whether
under this Agreement, any guaranty that Customer now or hereafter executes, or
any other agreement between Customer and IBM Credit, whether direct or
contingent, Customer grants IBM Credit a security interest in all of
Customers inventory, equipment, fixtures, accounts, contract rights,
chattel paper, instruments, reserves, documents of title, deposit accounts and
general intangibles, whether now owned or hereafter acquired, and all
attachments, accessories, accessions, substitutions and/or replacements thereto
and all proceeds thereof. All of the above assets are defined pursuant to the
provisions of Article 9 of the Uniform Commercial Code and are hereinafter
collectively referred to as the Collateral. This security interest
is also granted to secure Customers obligations to all of IBM
Credits affiliates. Customer will hold all of the Collateral financed by
IBM Credit, and the proceeds thereof, in trust for IBM Credit and Customer will
immediately account for and remit directly to IBM Credit all such proceeds when
payment is required under the terms set forth in the billing statement or as
otherwise provided in this Agreement. IBM Credit may directly collect any amount
owed to Customer from Authorized Suppliers with respect to the Collateral and
credit Customer with all such sums received by IBM Credit from Authorized
Suppliers. IBM Credits title, lien or security interest will not be
impaired by any payments Customer makes to the seller or anyone else or by
Customers failure or refusal to account to IBM Credit for proceeds.

5.     Customer's principal place of business is located at:

|20 Precision Drive, Shirley, NY 11967                                                            
|-------------------------------------------------------------------------------------------------
|(Number and Street)                                               (City, County, State, Zip Code)

and Customer represents
that its business is conducted as a ___ SOLE PROPRIETORSHIP, ___ PARTNERSHIP XXX
CORPORATION, __ LIMITED LIABILITY COMPANY (check applicable term). Customer will
notify IBM Credit, in writing, prior to any change in Customers identity,
name, form of ownership or management, and of any change in Customers
principal place of business, or any additions or discontinuances of other
business locations. The Collateral will be kept at Customers principal
place of business. Customer will notify IBM Credit, in writing, thirty (30) days
prior to moving any of the Collateral to any other address. Customer and
Customers predecessors have done business during the last six (6) months
only under the following names:

---

---

This paragraph is not in
any manner intended to limit the extent of IBM Credits security interest
in the Collateral.

6.     Customer
represents and covenants that the Collateral is and will remain free from all
claims and liens superior to IBM Credits unless otherwise agreed to by IBM
Credit in writing, and that Customer will defend the Collateral against all
other claims and demands. Customer will not sell, rent, lease, lend,
demonstrate, pledge, transfer or secrete any of the Collateral or use any of the
Collateral for any purpose other than exhibition and sale to buyers in the
ordinary course of business, without IBM Credits prior written consent.
Customer will execute all documents IBM Credit may request to confirm or perfect
IBM Credits security interest in the Collateral. Customer warrants and
represents that Customer is not in default in the payment of any principal,
interest or other charges relating to any indebtedness owed to any third party,
and no event has occurred, as of the effective date of this Agreement or as of
the date of any request by Customer to IBM Credit for financing in the future,
under the terms of any agreement, document, promissory note or other instrument,
which with or without the passage of time and/or the giving of notice
constitutes or would constitute an event of default thereunder. Customer will
promptly provide its year-end financial statement, in form and detail
satisfactory to IBM Credit, to IBM Credit within ninety (90) days after
Customers fiscal year ends and, if requested by IBM Credit, Customer will
also promptly provide Customers financial statement to IBM Credit after
each fiscal quarter within forty five (45) days. Customer represents and
covenants that each financial statement that Customer submits to IBM Credit will
be prepared according to generally accepted accounting principles in effect in
the United States from time to time, and is and will be correct and will
accurately represent Customers financial condition. Customer further
acknowledges IBM Credits reliance on the truthfulness and accuracy of each
financial statement that Customer submits to IBM Credit in IBM Credits
extension of various financial accommodations to Customer.

7.     Customer will pay
all taxes, license fees, assessments and charges on the Collateral when due.
Customer will immediately notify IBM Credit of any loss, theft, or destruction
of or damage to any of the Collateral. Customer will be responsible for any
loss, theft or destruction or damage of Collateral. Customer will keep the
Collateral insured for its full insurable value against loss or damage under an
all risk insurance policy. Customer will obtain insurance under such
terms and in such amounts acceptable to IBM Credit, from time to time, with
companies acceptable to IBM Credit, with a lender loss-payee or mortgagee clause
payable to IBM Credit to the extent of any loss to the Collateral and containing
a waiver of all defenses against Customer that is acceptable to IBM Credit.
Customer agrees to provide IBM Credit with written evidence of the required
insurance coverage and lender loss-payee or mortgagee clause. Customer assigns
to IBM Credit all amounts owed to Customer under any insurance policy, and
Customer directs any insurance company to make payment directly to IBM Credit to
be applied to the unpaid obligations owed IBM Credit. Customer further grants
IBM Credit an irrevocable power of attorney to endorse any checks or drafts and
sign and file any of the papers, forms and documents required to initiate and
settle any insurance claims with respect to the Collateral. If Customer fails to
pay any of the above-referenced costs, charges, or insurance premiums, or if
Customer fails to insure the Collateral, IBM Credit may, but will not be
obligated to, pay such costs, charges and insurance premiums, and the amounts
paid will be considered an additional obligation owed by Customer to IBM Credit.

8.     IBM Credit has
the right to enter upon Customers premises from time to time, as IBM
Credit in its sole discretion may determine for IBM Credits sole benefit,
and all without any advance notice to Customer, to: examine the Collateral;
appraise it as security; verify its condition and non-use; verify that all
Collateral have been properly accounted for; verify that Customer has complied
with all terms and provisions of this Agreement; and assess, examine, and make
copies of Customers books and records. Any collection by IBM Credit of any
amounts Customer owes at or during IBM Credits examination of the Collateral does not relieve Customer of its continuing obligation to pay
Customers obligations owed to IBM Credit in accordance with such terms.

9.     Customer agrees
to immediately pay IBM Credit the full amount of the principal balance owed IBM
Credit on each item of Approved Inventory financed by IBM Credit at the time
such Approved Inventory is sold, lost, stolen, destroyed, or damaged, whichever
occurs first, unless IBM Credit has agreed in writing to provide financing to
Customer on other terms. Customer also agrees to provide IBM Credit, upon IBM
Credits request, an inventory report which describes all the Approved
Inventory in Customers possession (excluding any Approved Inventory
financed by IBM Credit under the Demonstration and Training Equipment Financing
Option). Regardless of the repayment terms set forth in any billing statement,
if IBM Credit determines, after conducting an inspection of all of
Customers inventory, that the current outstanding obligations owed by
Customer to IBM Credit exceeds the aggregate wholesale invoice price, net of all
applicable price reduction credits, of the Approved Inventory in Customers
possession that is new and in manufacturer sealed boxes and in which IBM Credit
has a perfected first priority security interest, Customer agrees to immediately
pay to IBM Credit an amount equal to the difference between such outstanding
obligations and the aggregate wholesale invoice price, net of all applicable
price reduction credits, of such Approved Inventory. Customer will make all
payments to IBM Credit according to the remit to instructions in the billing
statement. Any checks or other instruments delivered to IBM Credit to be applied
against Customers outstanding obligations will constitute conditional
payment until the funds represented by such instruments are actually received by
IBM Credit. IBM Credit may apply payments to reduce finance charges first and
then principal, irrespective of Customers instructions. Further, IBM
Credit may apply principal payments to the oldest (earliest) invoice for the
Approved Inventory financed by IBM Credit, or to such Approved Inventory which
is sold, lost, stolen, destroyed, damaged, or otherwise disposed of. If Customer
signs any instrument for any outstanding obligations, it will be evidence of
Customers obligation to pay and will not be payment. Any discount, rebate,
bonus, or credit for Approved Inventory granted to Customer by any Authorized
Supplier will not, in any way, reduce the obligations Customer owes IBM Credit,
until IBM Credit has received payment in good funds.

10.     Customer will
pay IBM Credit finance charges on the total amount of credit extended to
Customer in the amount agreed to between Customer and IBM Credit from time to
time. The period of any financing will begin on the invoice date for the
Approved Inventory whether or not IBM Credit advances payment on such date. This
period will be included in the calculation of the annual percentage rate of the
finance charges. Such finance charges may be applied by IBM Credit to cover any
amounts expended for IBM Credits: appraisal and examination of the
Collateral; maintenance of facilities for payment; assistance in support of
Customers retail sales; IBM Credits commitments to Authorized
Suppliers to finance shipments of Approved Inventory to Customer; recording and
filing fees; expenses incurred in obtaining additional collateral or security;
and any costs and expenses incurred by IBM Credit arising out of the financing
IBM Credit extends to Customer. Customer also agrees to pay IBM Credit
additional charges which will include: late payment fees at a per annum rate
equal to the Prime Rate plus 6.5%;flat charges; charges for receiving
NSF checks from Customer; renewal charges; and any other charges agreed to by
Customer and IBM Credit from time to time. For purposes of this Agreement,
Prime Rate will mean the average of the rates of interest announced
by banks which IBM Credit uses in its normal course of business of determining
prime rate. Unless Customer hereafter otherwise agrees in writing, the finance
charges and additional charges agreed upon will be IBM Credits applicable
finance charges and additional charges for the class of Approved Inventory
involved prevailing from time to time at IBM Credits principal place of
business, but in no event greater than the highest rate from time to time
permitted by applicable law. If it is determined that amounts received from
Customer were in excess of such highest rate, then the amount representing such
excess will be considered reductions to the outstanding principal of IBM
Credits advances to Customer. IBM Credit will send Customer, at monthly or
other intervals, a statement of all charges due on Customers account with
IBM Credit. Customer will have acknowledged the charges due, as indicated on the
statement, to be an account stated, unless Customer objects in writing to IBM
Credit within seven (7) days after such statement is mailed to Customer. This
statement may be adjusted by IBM Credit at any time to conform to applicable law
and this Agreement. IBM Credit shall calculate any free financing period
utilizing a methodology that is consistent with the methodologies used for
similarly situated customers of IBM Credit. The Customer understands that IBM
Credit may not offer, may change or may cease to offer a free financing period
for the Customers purchases of Approved Inventory. If any Authorized
Supplier fails to provide payment of a finance charge for Customer, as agreed,
Customer will be responsible for and pay to IBM Credit all finance charges
billed to Customers account.

11.     Any of the
following events will constitute an event of default by Customer under this
Agreement: Customer breaches any of the terms, warranties or representations
contained in this Agreement or in any other agreements between Customer and IBM
Credit or between Customer and any of IBM Credits affiliates; any
guarantor of Customers obligations to IBM Credit under this Agreement or
any other agreements breaches any of the terms, warranties or representations
contained in such guaranty or other agreements between such guarantor and IBM
Credit; any representation, statement, report or certificate made or delivered
by Customer or any of Customers owners, representatives, employees or
agents or by any guarantor to IBM Credit is not true and correct; Customer fails
to pay any of the liabilities or obligations owed to IBM Credit or any of IBM
Credits affiliates when due and payable under this Agreement or under any
other agreements between Customer and IBM Credit or between Customer and any of
IBM Credits affiliates; IBM Credit determines that IBM Credit is insecure
with respect to any of the Collateral or the payment of Customers
obligations owed to IBM Credit; Customer abandons the Collateral or any part
thereof; Customer or any guarantor becomes in default in the payment of any
indebtedness owed to any third party; a judgment issues on any money demand
against Customer or any guarantor; an attachment, sale or seizure is issued
against Customer or any of the Collateral; any part of the Collateral is seized
or taken in execution; the death of the undersigned if the business is operated
as a sole proprietorship, or the death of a partner if the business is operated
as a partnership, or the death of any guarantor; Customer ceases or suspends
Customers business; Customer or any guarantor makes a general assignment
for the benefit of creditors; Customer or any guarantor becomes insolvent or
voluntarily or involuntarily becomes subject to the Federal Bankruptcy Code,
state insolvency laws or any act for the benefit of creditors; any receiver is
appointed for any of Customers or any guarantors assets, or any
guaranty pertaining to Customers obligations to IBM Credit is terminated
for any reason whatsoever; any guarantor disclaims any obligations under any
guaranty; Customer loses any franchise, permission, license or right to sell or
deal in any Approved Inventory; Customer or any guarantor misrepresents its
respective financial condition or organizational structure; or IBM Credit
determines, in its sole discretion, that the Collateral, any other collateral
given to IBM Credit to secure Customers obligations to IBM Credit, any
guarantors guaranty, or Customers or any guarantors net worth
has decreased in value, and Customer has been unable, within the time period
prescribed by IBM Credit, to either provide IBM Credit with additional
collateral in a form and substance satisfactory to IBM Credit or reduce
Customers total obligations by an amount sufficient to satisfy IBM Credit.
Following an event of a default:

(a)
        IBM Credit may, at any time at IBM Credits election, without notice or
demand to Customer do any one or more of the following: declare all or any part
of the obligations Customer owes IBM Credit immediately due and payable,
together with all court costs and all costs and expenses of IBM Credits
repossession and collection activity, including, but not limited to, all
attorneys fees; exercise any or all rights of a secured party under
applicable law; cease making any further financial accommodations or extending
any additional credit to Customer; and/or exercise any or all rights available
at law or in equity. All of IBM Credits rights and remedies are
cumulative.

(b)
        Customer will segregate, hold and keep the Collateral in trust, in good order
and repair, only for IBM Credits benefit, and Customer will not exhibit,
transfer, sell, further encumber, otherwise dispose of or use for any other
purpose whatsoever any of the Collateral.

(c)
        Upon IBM Credits oral or written demand, Customer will immediately deliver
the Collateral to IBM Credit, in good order and repair, at a place specified by
IBM Credit, together with all related documents; or IBM Credit may, in its sole
discretion and without notice or demand to Customer, take immediate possession
of the Collateral, together with all related documents.

(d)
        Customer waives and releases: any claims and causes of action which Customer may
now or ever have against IBM Credit as a direct or indirect result of any
possession, repossession, collection or sale by IBM Credit of any of the
Collateral and the benefit of all valuation, appraisal and exemption laws. If
IBM Credit seeks to take possession of any of the Collateral by court process,
Customer irrevocably waives any notice, bonds, surety and security relating
thereto required by any statute, court rule or otherwise.

(e)
        Customer appoints IBM Credit or any person IBM Credit may delegate as
Customers duly authorized Attorney-In-Fact to do, in IBM Credits
sole discretion, any of the following in the event of a default:

endorse Customers
name on any notes, checks, drafts or other forms of exchange constituting
Collateral or received as payment on any Collateral for deposit in IBM
Credits account; sell, assign, transfer, negotiate, demand, collect,
receive, settle, extend or renew any amounts due on any of the Collateral; and
exercise any rights Customer has in the Collateral.

If Customer brings any
action or asserts any claim against IBM Credit which arises out of this
Agreement, any other agreement or any of the business dealings between IBM
Credit and Customer, in which Customer does not prevail, Customer agrees to pay
IBM Credit all costs and expenses of IBM Credits defense of such action or
claim including, but not limited to, all attorneys fees. If IBM Credit
fails to exercise any of IBM Credits rights or remedies under this
Agreement, such failure will in no way or manner waive any of IBM Credits
rights or remedies as to any past, current or future default.

12.     Customer agrees
that if IBM Credit conducts a private sale of any Collateral by soliciting bids
from ten (10) or more other dealers or distributors in the type of Collateral
repossessed by or returned to IBM Credit hereunder, any sale by IBM Credit of
such property will be deemed to be a commercially reasonable disposition under
the Uniform Commercial Code. IBM Credit agrees that commercially reasonable
notice of any public or private sale will be deemed given to Customer if IBM
Credit sends Customer a notice of sale at least seven (7) days prior to the date
of any public sale or the time after which a private sale will be made. If IBM
Credit disposes of any such Collateral other than as herein contemplated, the
commercial reasonableness of such sale will be determined in accordance with the
provisions of the Uniform Commercial Code as adopted by the state whose laws
govern this Agreement.

Customer agrees that IBM
Credit does not warrant the Approved Inventory. Customer will pay IBM Credit in
full even if the Approved Inventory is defective or fails to conform to any
warranties extended by any third party. Customers obligations to IBM
Credit will not be affected by any dispute Customer may have with any third
party. Customer will not assert against IBM Credit any claim or defense Customer
may have against any third party. Customer will indemnify and hold IBM Credit
harmless against any claims or defenses asserted by any buyer of the Approved
Inventory by reason of: the condition of any Approved Inventory; any
representations made about the Approved Inventory; or for any and all other
reasons whatsoever.

13.     Customer grants
to IBM Credit a power of attorney authorizing any of IBM Credits
representatives to: execute or endorse on Customers behalf any documents,
financing statements and instruments evidencing Customers obligations to
IBM Credit; supply any omitted information and correct errors in any documents
or other instruments executed by or for Customer; do any and every act which
Customer is obligated to perform under this Agreement; and do any other things
necessary to preserve and protect the Collateral and IBM Credits security
interest in the Collateral. Customer further authorizes IBM Credit to provide to
any third party any credit, financial or other information about Customer that
is in IBM Credits possession.

14.     Each party may
electronically transmit to or receive from the other party certain documents
specified in the E-Business Schedule A attached hereto (E-Documents)
via the Internet or electronic data interchange (EDI). Any
transmission of data which is not an E-Document shall have no force or effect
between the parties. EDI transmissions may be transmitted directly or through
any third party service provider (Provider) with which either party
may contract. Each party will be liable for the acts or omissions of its
Provider while handling E-Documents for such party, provided, that if both
parties use the same Provider, the originating party will be liable for the acts
or omissions of such Provider as to such E-Document. Some information to be made
available to Customer will be specific to Customer and will require Customer to
register with IBM Credit before access is provided. After IBM Credit has
approved the registration submitted by Customer, IBM Credit will provide an ID
and password(s) to an individual designated by Customer (Customer
Recipient). Customer accepts responsibility for the designated
individuals distribution of the ID and password(s) within its organization
and Customer will take reasonable measures to ensure that passwords are not
shared or disclosed to unauthorized individuals. Customer will conduct an annual
review of all IDs and passwords to ensure that they are accurate and properly
authorized. IBM CREDIT MAY CHANGE OR DISCONTINUE USE OF AN ID OR PASSWORD AT ITS
DISCRETION AT ANY TIME. E-Documents will not be deemed to have been properly
received, and no E-Document will give rise to any obligation, until accessible
to the receiving party at such partys receipt computer at the address
specified herein.

Upon proper receipt of an E-Document, the receiving party will promptly transmit a functional acknowledgment in return. A functional
acknowledgment will constitute conclusive evidence that an E-Document has been
properly received. If any transmitted E-Document is received in an
unintelligible or garbled form, the receiving party will promptly notify the
originating party in a reasonable manner. In the absence of such a notice, the
originating partys records of the contents of such E-Document will
control.

Each party will use those
security procedures which are reasonably sufficient to ensure that all
transmissions of E-Documents are authorized and to protect its business records
and data from improper access. Any E-Document received pursuant to this
paragraph 14 will have the same effect as if the contents of the E-Document had
been sent in paper rather than electronic form. The conduct of the parties
pursuant to this paragraph 14 will, for all legal purposes, evidence a course of
dealing and a course of performance accepted by the parties. The parties agree
not to contest the validity or enforceability of E-Documents under the
provisions of any applicable law relating to whether certain agreements are to
be in writing or signed by the party to be bound thereby. The parties agree, as
to any E-Document accompanied by Customers ID, that IBM Credit can
reasonably rely on the fact that such E-Document is properly authorized by
Customer. E-Documents, if introduced as evidence on paper in any judicial,
arbitration, mediation or administrative proceedings, will be admissible as
between the parties to the same extent and under the same conditions as other
business records originated and maintained in documentary form. Neither party
will contest the admissibility of copies of E-Documents under either the
business records exception to the hearsay rule or the best evidence rule on the
basis that the E-Documents were not originated or maintained in documentary
form.

Neither party will be
liable to the other for any special, incidental, exemplary or consequential
damages arising from or as a result of any delay, omission or error in the
electronic transmission or receipt of any E-Document pursuant to this paragraph
14, even if either party has been advised of the possibility of such damages. In
the event Customer requests IBM Credit to effect a withdrawal or debit of funds
from an account of Customer, then in no event will IBM Credit be liable for any
amount in excess of any amount incorrectly debited, except in the event of IBM
Credits gross negligence or willful misconduct. No party will be liable
for any failure to perform its obligations pursuant to this paragraph 14 in
connection with any E-Document, where such failure results from any act of God
or other cause beyond such partys reasonable control (including, without
limitation, any mechanical, electronic or communications failure) which prevents
such party from transmitting or receiving E-Documents.

CUSTOMER RECIPIENT for Internet transmissions:

Mary Driscoll, Controller
(PLEASE PRINT)
Name of Customer's Designated Central Contact Authorized to Receive IDs and Passwords:

Mary Driscoll, Controllere-mail Address:  Mary.Driscoll@infotechusa.comPhone Number: (631) 205-1000  x115

15.     Time is of the
essence in this Agreement. This Agreement will be effective from the date of its
acceptance at IBM Credits office. Customer acknowledges receipt of a true
copy and waives notice of IBM Credits acceptance of it. If IBM Credit
advances funds under this Agreement, IBM Credit will have accepted it. This
Agreement will remain in force until one of the parties gives notice to the
other that it is terminated. If Customer terminates this Agreement, IBM Credit
may declare all or any part of the obligations Customer owes IBM Credit due and
payable immediately. If this Agreement is terminated, Customer will not be
relieved from any obligations to IBM Credit arising out of IBM Credits
advances or commitments made before the effective date of termination. IBM
Credits rights under this Agreement and IBM Credits security
interest in present and future Collateral will remain valid and enforceable
until all Customers obligations to IBM Credit are paid in full. This
Agreement shall be binding upon and inure to the benefit of IBM Credit and the
Customer and their respective successors and assigns; provided, that the
Customer shall have no right to assign this Agreement without the prior written
consent of IBM Credit. This Agreement will protect and bind IBM Credits
and Customers respective heirs, representatives, successors and assigns.  It can be varied only by a document signed by IBM Credits and
Customers authorized representatives. If any provision of this Agreement
or its application is invalid or unenforceable, the remainder of this Agreement
will not be impaired or affected and will remain binding and enforceable. This
Agreement is executed with the authority of Customers Board of Directors,
and with shareholder approval, if required by the law, if Customer is a
corporation or if Customer is a limited liability company, with the authority of
authorized members. All notices IBM Credit sends to Customer will be
sufficiently given if mailed or delivered to Customer at its address shown in
paragraph 5.

16.     The laws of the
State of New York will govern this Agreement. Customer agrees that venue for any
lawsuit will be in the State or Federal Court within the county, parish, or
district where IBM Credits office, which provides the financial
accommodations, is located. Customer hereby waives any right to change the venue
of any action.

17.     If Customer has
previously executed any security agreements relating to the Collateral with IBM
Credit, Customer agrees that this Agreement is intended only to amend and
supplement such written agreements, and will not be deemed to be a novation or
termination of such written agreements. In the event the terms of this Agreement
conflict with the terms of any prior security agreement that Customer previously
executed with IBM Credit, the terms of this Agreement will control in
determining the agreement between Customer and IBM Credit.

18.     CUSTOMER
WAIVES ALL EXEMPTIONS AND HOMESTEAD LAWS TO THE MAXIMUM EXTENT PERMITTED BY LAW.
CUSTOMER WAIVES ANY STATUTORY RIGHT TO NOTICE OR HEARING PRIOR TO IBM
CREDITS ATTACHMENT, REPOSSESSION OR SEIZURE OF THE COLLATERAL CUSTOMER
FURTHER WAIVES ANY AND ALL RIGHTS OF SETOFF CUSTOMER MAY HAVE AGAINST IBM
CREDIT. CUSTOMER AGREES THAT ANY PROCEEDING IN WHICH CUSTOMER, OR IBM CREDIT OR
ANY OF IBM CREDITS AFFILIATES, OR CUSTOMERS OR IBM CREDITS
ASSIGNS ARE PARTIES, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY
OUT OF THIS AGREEMENT, OR THE RELATIONS AMONG THE PARTIES LISTED IN THIS
PARAGRAPH WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE WITHOUT
A JURY. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN
ANY SUCH PROCEEDING.

|ATTEST:                       |  | INFORMATION TECHNOLOGY SERVICES, INC.
|----------------------------- |  | -------------------------------------
|                              |  | Customer                             
|/s/  MICHAEL KRAWITZ          |  | By:/s/  DAVID A. LOPPERT             
|Secretary                     |  |                                      
|                              |  |                                      
|Print Name:   Michael Krawitz |  | Print Name:   David A. Loppert       
|                              |  | Title:   Chief Executive Officer     

(CORPORATE SEAL)

# E-BUSINESS
SCHEDULE A (SCHEDULE A)

CUSTOMER NAME: INFORMATION TECHNOLOGY SERVICES, INC.

EFFECTIVE DATE OF THIS SCHEDULE A: November 27, 2000

E-DOCUMENTS AVAILABLE TO SUPPLIERS:

Invoices

Payment Report/Remittance Advisor

E-DOCUMENTS AVAILABLE TO CUSTOMER:

Invoices

Remittance Advisor

Transaction Approval

Billing Statement

Payment Planner

Auto Cash

Statements of Transaction

|Common | Dispute | Form
|------ | ------- | ----

# SECRETARY'S CERTIFICATE OF RESOLUTION

I  certify  that I am the  Secretary  and the  official  custodian  of  certain  records,  including  the
certificate  of  incorporation,  charter,  by-laws  and  minutes of the  meeting of the Board of  Directors  of the
corporation  named below,  and that the following is a true,  accurate and compared extract from the minutes of the
Board of Directors of the corporation  adopted at a special  meeting  thereof held on due notice,  at which meeting
there was present a quorum  authorized to transact the business  described  below,  and that the proceedings of the
meeting were in accordance  with the  certificate of  incorporation,  charter and by-laws of the  corporation,  and
that they have not been revoked, annulled or amended in any manner whatsoever.

Upon  motion  duly made and  seconded,  the  following  resolution  was  unanimously  adopted  after full
discussion:  "RESOLVED, That the several officers,  directors and agents of this corporation, or any one or more of
them,  are hereby  authorized  and empowered on behalf of this  corporation:  to obtain  financing  from IBM Credit
Corporation  ("IBM  Credit") in such amounts and on such terms as such  officers,  directors or agents deem proper;
to enter into  security and other  agreements  with IBM Credit  relating to the terms upon which  financing  may be
obtained and security to be furnished by this  corporation  therefor;  from time to time to supplement or amend any
such agreements;  and from time to time to pledge,  assign,  guaranty,  mortgage,  grant security  interest in and,
otherwise  transfer to IBM Credit as collateral  security for any obligations of this corporation to IBM Credit and
its  affiliated  companies,  whenever and however  arising,  any assets of this  corporation,  whether now owned or
hereafter acquired; hereby ratifying,  approving and confirming all that any of said officers,  directors or agents
have done or may do in the premises."

IN WITNESS WHEREOF, I have executed and affixed the seal of the corporation on the date stated below.

|Dated:  January 5, 2001 |  |                                                          
|----------------------- |  | ---------------------------------------------------------
|                        |  | Secretary                                                
|                        |  | Information Technology Services, Inc.      Corporate Name