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                                                                    Exhibit 10.3


                             INTERCREDITOR AGREEMENT
                                      (SCB)

THIS INTERCREDITOR AGREEMENT (this "Agreement") is made and entered into as of
June 15, 2003, by and between Wells Fargo Foothill, Inc., f/k/a Foothill Capital
Corporation, California corporation ("Foothill") and The State Bank and Trust
Company, a state bank chartered under the laws of Ohio ("STATE BANK", and
collectively with Foothill, the "EXISTING CREDITORS"); SCB Computer Technology,
Inc., a Tennessee corporation; ("SCB") and First Tennessee Bank National
Association, a national banking association (the "BANK").

                                    RECITALS:

         A. The Existing Creditors provide financing to SCB pursuant to the
terms and conditions of the Existing Creditors' Financing Documents (hereinafter
defined). The Existing Creditors' Claims (hereinafter defined) are secured by
blanket security interests in all the personal property of SCB;

         B. SCB has asked the Bank to provide financing to SCB to purchase or
reimburse SCB for the Equipment (hereinafter defined) pursuant to the Bank's
Financing Documents (hereinafter defined). The Bank's Claims (hereinafter
defined) are to be secured by a security interest in the Bank's Collateral
(hereinafter defined);

         C. As an inducement to the Bank to provide financing for the Equipment
to SCB, the Existing Creditors have agreed to enter into this Agreement to
establish and clarify their respective rights and priorities, and to establish
and recognize the Bank's security interest in the Bank's Collateral in the
manner hereinafter set forth, regardless of the order of filing any UCC
financing statements.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which hereby are acknowledged by each party hereto, the parties
hereto hereby agree that:

1. Definitions. Terms used herein that are defined in the UCC have the meanings
defined for those terms in the UCC unless otherwise expressly defined herein. As
used herein, the following terms shall have the meanings respectively set forth
after each:

                  "ACCOUNTS" means all rights to receive the Servicing Fees and
                  Termination Fee payable under the IBM Contracts.

                  "BANK ACCOUNT" shall mean deposit account number 170569022
                  maintained at the Bank into which the Servicing Fees are to be
                  sent by IBM each month, and into which the Termination Fee is
                  to be sent by IBM if and when the same becomes due and payable
                  by IBM to SCB.



<PAGE>

                  "BANK'S CLAIMS" means all present and future claims of the
                  Bank against SCB for the payment of money relating to that
                  certain term loan in the principal amount of $6,500,000 (the
                  "Bank Loan") evidenced by a promissory note of even date
                  herewith made by SCB to the order of the Bank in the principal
                  amount of $6,500,000, including all claims for principal and
                  interest under the Bank Loan (including interest accruing
                  after the commencement of a bankruptcy proceeding by or
                  against SCB), or for reimbursement of fees, costs or expenses,
                  or otherwise, whether fixed or contingent, matured or
                  unmatured, liquidated or unliquidated, but in each case
                  arising under the Bank's Financing Documents (as in effect on
                  the date hereof).

                  "BANK'S COLLATERAL" means:

                  (i)      the Equipment;
                  (ii)     the Accounts;
                  (iii)    the General Intangibles; and
                  (iv)     all proceeds of any and all of the Bank's Collateral.

                  "BANK EVENT OF DEFAULT" means any event of default described
                  in Section 6 of the Bank Loan Agreement as in effect on the
                  date hereof.

                  "BANK'S FINANCING DOCUMENTS" means all present and future loan
                  agreements, including, without limitation, the Bank Loan
                  Agreement, notes, reimbursement agreements, security documents
                  or other documents or agreements in any way evidencing or
                  documenting the Bank's Claims against SCB, as the same may
                  from time to time be amended, modified, renewed, extended or
                  restated.

                  "BANK LOAN AGREEMENT" means that certain Loan Agreement, dated
                  the date hereof, by and between the Bank and SCB.

                  "CLAIMS" mean collectively the Existing Creditors' Claims and
                  the Bank's Claims.

                  "COLLATERAL" means the Bank's Collateral collectively with the
                  Existing Creditor's Collateral.

                  "CONTRACTS" means collectively the IBM Contracts and the
                  Unisys Contracts.

                  "CREDITORS" means collectively the Existing Creditors and the
                  Bank.

                  "CUSTOMER SOLUTIONS AGREEMENT" means that certain agreement
                  dated December 24, 1999, as amended by the Statement of Work,
                  entered into by and between SCB and IBM.



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                  "ENFORCEMENT ACTION" means, with respect to any of the
                  Collateral; repossessing, selling, leasing or otherwise
                  disposing of all or any part of such Collateral, or exercising
                  notification or collection rights with respect to all or any
                  portion thereof, or attempting or agreeing to do so;
                  commencing the enforcement with respect to such Collateral of
                  any of the default remedies under any of such Creditor's
                  Financing Documents, the UCC or other applicable laws; or
                  appropriating, setting off, or applying any part or all of
                  such Collateral in the possession of, or coming into the
                  possession of, such Creditor or its agent or bailee, to such
                  Creditor's Claim.

                  "ENFORCEMENT PERIOD" means, with respect to any Claim of any
                  of the Creditors, any period of time commencing upon the
                  occurrence of any event of default with respect to such Claim
                  that permits such Creditor to take any of the Enforcement
                  Actions, and continuing until either (a) the final payment or
                  satisfaction in full of such Creditor's Claims, or (b) the
                  Creditors agree in writing to terminate such Enforcement
                  Period.

                  "EQUIPMENT" means the equipment purchased from Unisys
                  identified in Exhibit "A" attached hereto with loan proceeds
                  from the Bank Loan, wherever located, and whether now or
                  hereafter existing, and all parts thereof, replacements
                  therefor, and additions and accessions thereto.

                  "EXISTING CREDITORS' CLAIMS" means all present and future
                  claims of the Existing Creditors against SCB for the payment
                  of money, including all claims for principal and interest
                  (including interest accruing after the commencement of a
                  bankruptcy proceeding by or against SCB), or for reimbursement
                  in connection with amounts paid under letters of credit, or
                  for reimbursement of fees, costs or expenses, or otherwise,
                  whether fixed or contingent, matured or unmatured, liquidated
                  or unliquidated, and whether arising under contract, in tort
                  or otherwise, as further defined and prioritized in the Prior
                  Subordination Agreement.

                  "EXISTING CREDITORS' COLLATERAL" means all tangible and
                  intangible personal property of SCB, including, without
                  limitation, its accounts, general intangibles, intellectual
                  property, documents, chattel paper, instruments, money,
                  deposit accounts, securities, machinery, equipment,
                  furnishings, fixtures, inventory, whether now owned or
                  hereafter acquired, and all products and proceeds of any
                  thereof.

                  "EXISTING CREDITORS' FINANCING DOCUMENTS" means all present
                  and future loan agreements, notes, reimbursement agreements,
                  security documents or other documents or agreements in any way
                  evidencing or documenting the Existing Creditors' Claims
                  against SCB, as the same may from time to time be amended,
                  modified, renewed, extended or restated.

                  "FINANCING DOCUMENTS" means alternatively the Bank's Financing
                  Documents, and the Existing Creditors' Financing Documents.



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                  "GENERAL INTANGIBLES" means all of SCB's general intangibles
                  relating to SCB's right to receive the Servicing Fees and
                  Termination Fee payable under the IBM Contracts, and SCB's
                  general intangibles arising under the Unisys Contracts.

                  "IBM" means International Business Machines Corporation.

                  "IBM CONTRACTS" means the Customer Solutions Agreement and the
                  Statement of Work, as amended, restated or supplemented from
                  time to time.

                  "PRIOR SUBORDINATION AGREEMENT" means that certain
                  Intercreditor and Subordination Agreement dated July 23, 2001,
                  by and between Foothill and State Bank in which State Bank
                  subordinated certain obligations of SCB to State Bank to
                  certain obligations owed by SCB to Foothill.

                  "SERVICING FEES" means all fees, payments or charges payable
                  by IBM under the IBM Contacts prior to the termination
                  thereof.

                  "STATEMENT OF WORK" means that certain agreement entered into
                  by and between SCB and IBM amending the Customer Solutions
                  Agreement and providing for payment of the Servicing Fees and
                  the Termination Fee to SCB.

                  "TERMINATION FEE" means that certain fee payable by IBM under
                  the Customer Solutions Agreement, as amended by the Statement
                  of Work, in the event of the termination of the Customer
                  Solutions Agreement and Statement of Work, with or without
                  cause as provided therein.

                  "UCC" means the Tennessee Uniform Commercial Code, as in
                  effect from time to time.

                  "UNISYS" means Unisys Corporation.

                  "UNISYS CONTRACTS" means all agreements now or hereafter
                  entered into by and between the Debtor and Unisys relating to
                  the Equipment, including, without limitation, that certain
                  Master Agreement for Products and Services dated May , 2003.

2. Security Interest Priorities; Subordination. Notwithstanding (a) the date,
manner or order of perfection of the security interests and liens granted in
favor of the Creditors, (b) the provisions of the UCC or any other applicable
laws or decisions, (c) the provisions of any contract or the Financing Documents
in effect between the Creditors and SCB or any affiliate thereof, and (d)
whether the Creditors or any agent or bailee thereof holds possession of any
part or all of the Collateral, the following, as among the Creditors, shall be
the relative priority of the security interests and liens of the Creditors in
the Collateral:

         a.       The Bank shall have a first priority security interest in the
                  Equipment and the Termination Fee composing part of the Bank's
                  Collateral as well as the rights of SCB under the Unisys
                  Contracts (collectively the "Bank's Priority Collateral") to
                  the extent of the Bank's



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<PAGE>

                  Claims, and the Existing Creditors shall have a subordinated
                  security interest therein to the extent of the Existing
                  Creditors' Claims. The Existing Creditors hereby specifically
                  subordinate their security interests in the Equipment and
                  Termination Fee and the Unisys Contracts to the security
                  interest of the Bank therein, so that the Bank's security
                  interest in the "Bank's Priority Collateral" shall at all
                  times prior to the satisfaction in full of the Bank's Claims
                  be a first priority security interest therein, just as though
                  any financing statements filed on behalf of the Bank with
                  respect to the "Bank's Priority Collateral" under the UCC were
                  filed prior in time to any financing statements filed on
                  behalf of the Existing Creditors.

b. The Existing Creditors shall have a first priority security interest in the
Collateral other than the Bank's Priority Collateral (the Collateral, other than
the Bank's Priority Collateral, is hereinafter referred to as the "Existing
Creditors' Priority Collateral") to the extent of the Existing Creditors'
Claims, and the Bank shall have a subordinated security interest in the Bank's
Collateral to the extent not constituting the Bank's Priority Collateral, to the
extent of the Bank's Claims. The Bank hereby specifically subordinates its
security interest (if any) in the Existing Creditors' Priority Collateral to the
security interest of the Existing Creditors therein, so that the Existing
Creditors' security interest in the Existing Creditors' Priority Collateral
shall, at all times prior to the satisfaction in full of the Existing Creditors'
Claims, be a first priority security interest therein, just as though any
financing statements filed on behalf of the Existing Creditors with respect to
the Existing Creditors' Priority Collateral under the UCC were filed prior in
time to any financing statements filed on behalf of the Bank with respect to the
Existing Creditors' Priority Collateral.

The priorities set forth herein are solely for the purpose of establishing the
relative rights of the Creditors and there are no other persons or entities who
are intended to benefit in any way by this Agreement.

3. Distribution of the Servicing Fees and Termination Fee Prior to Enforcement
Period. Prior to the commencement of an Enforcement Period, the Servicing Fees
and Termination Fee, and the relative rights and priorities of the Creditors in
the proceeds of the same, shall be determined and distributed in accordance with
the following procedure:

a. Upon the payment of the Servicing Fees by IBM, which payments are to be
remitted to the Bank Account, the portion of the Servicing Fees necessary to pay
to the Bank its regularly scheduled monthly payment then due, and as currently
provided, under the Bank's Financing Documents (as in effect on the date
hereof), shall be first paid to the Bank. Any balance of the Servicing Fees
shall be paid promptly to Foothill. The Bank hereby agrees to give Foothill
prompt written notice if IBM fails to make any scheduled payment of the
Servicing Fees or the Termination Fee (or if any such payment made to the Bank
is insufficient to pay to the Bank its regularly scheduled monthly payment then
due) to the Bank within ten (10) days of the date when the payment to the Bank
is due under the Bank's Financing Documents.



                                       5
<PAGE>

b. In the event the Termination Fee is paid by IBM to the Bank prior to an
Enforcement Period, the Bank shall be entitled to receive such portion of the
Termination Fee as is necessary to satisfy the Bank's Claims in full. Any
balance of the Termination Fee shall be paid promptly to Foothill.

4. Distribution of Servicing Fees, Termination Fee and Proceeds of Collateral
During An Enforcement Period. During an Enforcement Period, the Servicing Fees,
the Termination Fee and all realizations upon Collateral, and the relative
rights and priorities of the Creditors in the proceeds of the same, shall be
determined and distributed in accordance with the following procedure:

a. During any Enforcement Period, in the event the Servicing Fees continue to be
paid by IBM under the IBM Contracts, such Servicing Fees shall be distributed in
accordance with paragraph 3(a) above. During any Enforcement Period, as long as
any portion of the Claims remains outstanding, the Bank shall not take any
Enforcement Action against, or with respect to, the Servicing Fees other than to
receive the portion thereof paid by IBM to the Bank Account that the Bank would
have been entitled to receive prior to an Enforcement Period, irrespective of
whether any indebtedness of SCB under the Financing Documents has been
accelerated or not.

b. During any Enforcement Period, if the Termination Fee is paid by IBM to the
Bank, the Bank shall be entitled to such portion of the Termination Fee as is
necessary to satisfy the Bank's Claims in full. Any surplus in the Termination
Fee over what is necessary to satisfy the Bank's Claims in full shall be paid
promptly to Foothill.

c. All realizations upon the Bank's Priority Collateral shall be applied to the
Bank's Claims. After the Bank's Claims are paid or otherwise satisfied in full,
any remaining realizations upon the Bank's Priority Collateral shall be applied
to the Existing Creditors' Claims until they are paid or otherwise satisfied in
full.

5. Enforcement Actions. The Creditors agree that:

a. As long as the Servicing Fees are being paid by IBM to the Bank Account in
such amounts as enable the Bank to remain current in its receipt of normally
scheduled payments of principal and interest on the Bank's Claim (as set forth
in the Bank's Financing Documents as in effect on the date hereof), shall not
take any Enforcement Action against SCB or IBM with respect to the Servicing
Fees. Other than in connection with the Servicing Fees, which shall be handled
in the manner set forth above, and subject to the Forbearance Period described
in Section 5(b) hereof, at such time as IBM ceases paying any Servicing Fees in
accordance with the IBM Contracts to the Bank for deposit in the Bank Account,
the Bank may, at its option, during any Enforcement Period relating to the
Bank's Claims, take any Enforcement Action it deems appropriate with respect to
the Bank's Collateral, without any requirement that it obtain the prior consent
of the Existing Creditors.

b. The Bank agrees to send the same notice to Foothill at the same time it sends
any notice of default it is required to send under the Bank's Financing
Documents to SCB, and to allow (but not obligate) Foothill to cure any such
default during any applicable cure period if possible, or




                                        6
<PAGE>

propose any other solution which the Bank finds acceptable in order to waive any
such default. The Bank agrees not to unreasonably withold its consent to, or
approval of, any such proposal made by Foothill. Notwithstanding the foregoing,
provided no Bank Event of Default exists under Section 6A of the Bank Loan
Agreement (as in effect on the date hereof) by reason of a failure of SCB to
make scheduled payments of the principal of, or interest on, the Loan (as such
term is defined in the Bank Loan Agreement) as and when due and payable, after
any applicable grace or notice and cure period has expired under the Bank's
Financing Documents without a cure being accomplished by SCB or Foothill, the
Bank shall give Foothill and SCB written notice (an "Enforcement Notice") of any
Enforcement Action that the Bank intends to take not less than thirty (30)
business days (the "Forbearance Period") prior to the taking of such Enforcement
Action (which shall set forth in reasonable detail the Bank Event of Default
giving rise to such Enforcement Action). The Bank will forbear from taking any
Enforcement Action during any applicable grace or notice and cure period and
during any Forbearance Period. During any Forbearance Period, Foothill may
provide the Bank with a written notice pursuant to which Foothill irrevocably
commits to acquire all of the remaining right, title, and interest of the Bank
in and to the obligations under the Bank Financing Documents (a "Committed
Buy-Out Notice") in accordance with Section 5(f) hereof.

c. Other than as specifically set forth herein concerning the Bank's Priority
Collateral, nothing herein shall (i) affect in any respect the perfection or the
priority of the security interests of the Existing Creditors (it being
understood and agreed that the security interest of the Existing Creditors in
the Collateral is and shall be senior and prior to the security interests of the
Bank in the Collateral, except as specifically subordinated herein in the Bank's
Priority Collateral to the extent of the Bank's Claims, or (ii) other than as
expressly set forth above with respect to the Bank's Collateral, limit or
restrict in any respect the rights, powers or privileges of the Existing
Creditors to take any Enforcement Action with respect to any of the Collateral
in accordance with the Existing Creditors' Financing Documents. The Bank hereby
waives notice of any actions taken by any Existing Creditor under any Existing
Creditor Financing Document or any other agreement or instrument relating
thereto and all other formalities of every kind in connection with the
enforcement of the Existing Creditors' Claims. Notwithstanding the immediately
preceding sentence, however, the Creditors acknowledge that a default under the
Existing Creditors' Financing Documents constitutes a default under the Bank's
Financing Documents.

d. In the event of a default under the Bank's Financing Documents which occurs
solely as a result of a default under the Existing Creditors' Financing
Documents ("Cross-Default"), and not as a result of a default under any other
provision of the Bank's Financing Documents, the Bank agrees that if Foothill
amends, waives or otherwise modifies, or grants any consent with respect to any
provision of any Existing Creditors' Financing Document which has the effect of
curing or waiving such default under the Existing Creditors' Financing
Documents, such Cross-Default under the Bank's Financing Documents shall be
deemed waived by the Bank and the Bank shall execute and deliver promptly upon
request by Foothill an acknowledgment of such waiver, duly executed on behalf of
the Bank.



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e. Until the Bank's Claims have been paid or satisfied in full, the Existing
Creditors shall not take any Enforcement Action against the Bank's Priority
Collateral without first obtaining the prior written consent of the Bank.

f. If Foothill gives the Committed Buy-Out Notice to the Bank as in accordance
with Section 4(b) hereof, Foothill shall be obligated to pay to the Bank within
five (5) business days a purchase price equal to: 100% of the outstanding
principal of the Loan (as such term is defined in the Bank Loan Agreement),
other than any applicable prepayment premium that may be due under the Bank's
Financing Documents, to the extent earned or due and payable in accordance with
the Bank Loan Agreement (as in effect on the date hereof), all interest accrued
thereon and remaining unpaid at the time of transfer from the Bank to Foothill,
and all expenses to the extent earned or due and payable in accordance with the
Bank Loan Agreement. At such time, the Bank shall promptly assign to Foothill,
without any representation, recourse, or warranty whatsoever (except that the
Bank shall warrant to Foothill that (1) the amount quoted by the Bank as its
portion of the purchase price represents the amount shown as due with respect to
the claims transferred as reflected on its books and records, (2) it owns, or
has the right to transfer to Foothill, the rights being transferred, and (3)
such transfer will be free and clear of liens and adverse claims), its right,
title, and interest with respect to the obligations due under the Bank's
Financing Documents, at no expense to Foothill other than the reimbursement by
Foothill of the reasonable out-of-pocket expenses of the Bank and the legal
counsel thereof in connection with documenting and effecting such assignment and
the related delivery to Foothill of the original Bank Financing Documents in the
possession of the Bank. In connection with such assignment, the Bank shall
deliver to Foothill any original Bank Financing Documents and any of the Bank's
Collateral in the Bank's possession, and execute such other documents,
instruments, and agreements reasonably necessary to effect such assignment.

6. Waiver of Right to Require Marshaling. Each Creditor hereby expressly waives
any right that it otherwise might have to require the other Creditors to marshal
assets or to resort to any of the Collateral in any particular order or manner,
whether provided for by common law or statute, provided that this paragraph
shall not override any specific provision of this Agreement. No Creditor shall
be required to enforce any guaranty or any security interest given by any person
or entity other than SCB as a condition precedent or concurrent to the taking of
any Enforcement Action.

7. Exercise of Remedies. Subject only to any express provision of this Agreement
that requires a Creditor to take or refrain from taking an action, each Creditor
may exercise its good faith discretion with respect to exercising or refraining
from exercising any of its rights and remedies or taking any Enforcement Action.
The Bank agrees that the Existing Creditors shall not incur any liability to the
Bank for taking or refraining from taking any action with respect to the
Existing Creditors" Collateral. The Existing Creditors agrees that the Bank
shall not incur any liability to the Existing Creditors for taking or refraining
from taking any action with respect to the Bank Collateral.

8. UCC Notices. Without limiting any other provisions of this Agreement that
requires a Creditor to give notice to other Creditors, in the event that any
Creditor shall be required by the




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UCC or any other applicable law to give any notice to the other Creditors, such
notice shall be given in accordance with Section 19 hereof and five (5) days'
notice shall be conclusively deemed to be commercially reasonable.

9. Independent Credit Investigations. No Creditor, or any of its directors,
officers, agents or employees shall be responsible to the other Creditors or to
any other person or entity, for SCB's solvency, creditworthiness, financial
condition or ability to repay any of the Claims or for the accuracy of any
recitals, statements, representations or warranties of SCB, oral or written, or
for the validity, sufficiency, enforceability or perfection of the Claims or the
Financing Documents, or any security interests or liens granted by SCB to any
Creditor in connection therewith. Each Creditor has entered into its respective
Financing Documents with SCB based upon its own independent investigation, and
makes no warranty or representation to the other Creditors, nor does it rely
upon any representation of the other Creditors with respect to matters
identified or referred to in this paragraph. No Creditor shall have any
responsibility to the other Creditors for monitoring or assuring compliance by
SCB with any of SCB's covenants or representations made to any other Creditor.
Without limiting the generality of the foregoing, any Creditor may perform in
accordance with the terms of its Financing Documents (subject to this Agreement)
without regard to whether SCB's performance in accordance with the terms thereof
might or would constitute or result in a breach of covenants or representations
under the other Creditor's Financing Documents, and under no circumstances shall
any Creditor be liable to the other Creditor for inducing a breach or violation
of the other Creditors' Financing Documents by virtue of performing in
accordance with the terms of its own Financing Documents (subject to this
Agreement).

10. Non-Avoidability and Perfection of Liens. The subordinations and relative
priorities set forth in this Agreement are applicable regardless of whether the
security interest to which another security interest is subordinated is not
perfected, or is voidable for any reason.

11. Amendments. Modifications and Increases. Each Creditor may enter into
amendments, modifications, renewals or extensions of its Financing Documents
with SCB, or may increase or decrease the credit facilities made available by it
to SCB, without in any way affecting the rights and obligations of the other
Creditors under this Agreement. Should any Creditor cease extending further
credit to SCB, this Agreement nevertheless shall continue in effect as to the
outstanding Claims of each Creditor until this Agreement is terminated as set
forth in Section 12 hereof.

12. Termination. This Agreement is a continuing agreement, and, unless all
Creditors have specifically consented in writing to its earlier termination,
this Agreement shall remain in full force and effect in all respects until the
earlier of (a) such time as the Existing Creditors' Claims are paid or otherwise
satisfied in full, the Existing Creditors have no further commitment to extend
credit facilities to SCB, and the Existing Creditors have released or terminated
their security interest in the Existing Creditors' Collateral, or (b) such time
as the Bank's Claims are paid or otherwise satisfied in full.

13. Accountings. Each Creditor agrees, upon the occurrence of any Enforcement
Action, to provide the other Creditors upon reasonable request periodic
accountings of the amount of such Creditor's Claims, giving effect to any
applications of realizations upon any of the Collateral.




                                       9
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14. Bankruptcy Issues, Except as provided in this Section 14, this Agreement
shall continue in full force and effect after the commencement of a case by any
of the parties hereto under the United States Bankruptcy Code and all converted
or succeeding cases in respect thereof ("Bankruptcy Case") (all references
herein to SCB being deemed to apply to SCB as debtor-in-possession and to a
trustee for SCB's estate in a Bankruptcy Case), and shall apply with full force
and effect with respect to all Collateral acquired by SCB, and to all the
Existing Creditors" Claims and the Bank's Claims incurred by SCB, subsequent to
such commencement.

15. Effect of Dispositions of Collateral on Junior Security Interests. Other
than in connection with any portion of the Bank's Collateral which is included
as part of the Existing Creditors' Collateral, the Creditors agree that (a) any
UCC collection, sale or other disposition of the Existing Creditors' Collateral
by the Existing Creditors' shall be free and clear of any security interest,
lien, claim or offset of the Bank in such Existing Creditors' Collateral, and
(b) except in connection with the disposition of the Servicing Fees which shall
be controlled by the terms of this Agreement set forth above, any UCC
collection, sale or other disposition of the Bank's Collateral by the Bank shall
be free and clear of the junior security interests of the Existing Creditors in
such Bank Collateral. To the extent reasonably requested by any Creditor, the
other Creditors will cooperate in providing any necessary or appropriate
releases to permit a collection, sale or other disposition of Collateral by the
Creditor holding the senior security interest therein, free and clear of the
other Creditors' junior security interest.

16. Construction. Unless the context of this Agreement clearly requires
otherwise, references to the plural include the singular, the singular includes
the plural, the part includes the whole, "including" is not limiting, and "or"
has the inclusive meaning represented by the phrase "and/or." The words
"hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement
refer to this Agreement as a whole and not to any particular provision of this
Agreement. Section references are to this Agreement unless otherwise specified.

17. Modifications in Writing. No amendment, modification, supplement,
termination, consent, or waiver of or to any provision of this Agreement nor any
consent to any departure therefrom shall in any event be effective unless the
same shall be in writing and signed by or on behalf of each of the Creditors.
Any waiver of any provision of this Agreement, or any consent to any departure
from the terms of any provisions of this Agreement, shall be effective only in
the specific instance and for the specific purpose for which given.

18. Waivers; Failure or Delay. No failure or delay on the part of any Creditor
in the exercise of any power, right, remedy, or privilege under this Agreement
shall impair such power, right, remedy, or privilege or shall operate as a
waiver thereof; nor shall any single or partial exercise of any such power,
right, or privilege preclude any other or further exercise of any other power,
right, or privilege. The waiver of any such right, power, remedy, or privilege
with respect to particular facts and circumstances shall not be deemed to be a
waiver with respect to other facts and circumstances.

19. Notices and Communications. All notices, demands, instructions, and other
communications required or permitted to be given to or made upon any party
hereto shall be in writing and shall be delivered or sent by first-class mail,
postage prepaid, and shall be deemed to




                                       10
<PAGE>

be given for purposes of this Agreement on the day that such writing is properly
dispatched in accordance with the terms hereof to the intended recipient. Unless
otherwise specified in a notice mailed or delivered in accordance with the
foregoing provisions of this section, notices, demands, instructions and other
communications in writing shall be given to or made upon the respective parties
hereto at their respective addresses indicated on the signature pages hereof.

20. Headings. Section headings used in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement for any purpose
or affect the construction of this Agreement.

21. Execution in Counterparts. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original
and all of which counterparts, taken together, shall constitute but one and the
same Agreement. This Agreement shall become effective upon the execution and
delivery of a counterpart hereof by each of the parties hereto.

22. Severability of Provisions. Any provision of this Agreement which is
illegal, invalid, prohibited, or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such illegality, invalidity,
prohibition, or unenforceability without invalidating or impairing the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

23. Complete Agreement. This Agreement is intended by the parties as a final
expression of their agreement and is intended as a complete statement of the
terms and conditions of their agreement. This Agreement shall not be modified
except in a writing signed by the party to be charged, and may not be modified
by conduct or oral agreements.

24. Successors and Assigns. This Agreement is binding upon and inures to the
benefit of the successors and assigns of each Creditor. Each Creditor agrees to
maintain a copy of this Agreement together with its copies of the Financing
Documents relating to its Claims. Each Creditor expressly reserves its right to
transfer or assign its Claims, in whole or in part, together with its rights
hereunder, provided that, prior to transferring or assigning any interest in its
Claims to any person or entity, each Creditor shall disclose to such person or
entity the existence and contents of this Agreement, shall provide to such
person or entity a complete and legible copy hereof, and shall advise such
person or entity that such Creditor's security interest in the Collateral is
subject to the terms hereof.

25. Attorneys' Fees and Disbursements. In the event of any dispute concerning
the meaning or interpretation of this Agreement that results in litigation, or
in the event of any litigation by a party to enforce the provisions hereof, the
prevailing party shall be entitled to recover from the nonprevailing party its
reasonable attorneys' fees and disbursements, and any actual court costs
incurred.

26. Release of Collateral. The Creditors agree that any Creditor may release or
refrain from enforcing its security interest in any Collateral, or permit the
use or consumption of such Collateral by SCB free of such Creditor's security
interest, without incurring any liability to the other Creditors.



                                       11
<PAGE>

27. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Tennessee, without regard for any other
applicable choice of law provision.

28. Prior Subordination Agreement. The Prior Subordination Agreement (i) remains
in full force and effect; and (ii) controls all rights, duties and obligations
of the Existing Creditors, as between themselves, and their Obligations as to
the irrespective priorities in the Existing Creditors" Collateral.

         IN WITNESS WHEREOF, Creditors have entered into this Intercreditor
Agreement as of the date first set forth above, intending to be legally bound
hereby.

                           [SIGNATURE PAGES TO FOLLOW]























                                       12
<PAGE>
                                       The "Existing Creditors"

                                       WELLS FARGO FOOTHILL, INC.

                                       By:  /s/ David Sanchez
                                            ------------------------------------
                                       Name: David Sanchez
                                             -----------------------------------
                                       Title: Vice President
                                              ----------------------------------
                                       Address: One Boston Place
                                                18th Floor
                                                Boston, MA  02108

                                       -----------------------------------------

                                       -----------------------------------------

                                       -----------------------------------------











                                       13
<PAGE>



                                   THE STATE BANK AND TRUST COMPANY

                                   By: /s/ David A. Boyd, EVP
                                       -----------------------------------------
                                       David A. Boyd, Executive Vice President

                                   Address: 401 Clinton Street
                                            Defiance, OH  43512


                                   ---------------------------------------------

                                   ---------------------------------------------

                                   ---------------------------------------------














                                       14
<PAGE>



                                    The "Bank"

                                    FIRST TENNESSEE BANK NATIONAL ASSOCIATION

                                    By: /s/ Bob Nieman, S.V.P.
                                       -----------------------------------------
                                    Name: Bob Nieman
                                    Title: Senior Vice President

                                    Address:

                                    --------------------------------------------

                                    --------------------------------------------

                                    --------------------------------------------












                                       15
<PAGE>


         The undersigned, SCB COMPUTER TECHNOLOGY, INC. ("SCB"), hereby
acknowledges receipt of a copy of the foregoing Intercreditor Agreement (the
"Intercreditor Agreement"; all capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to them in the Intercreditor
Agreement) and consents to the terms thereof. SCB acknowledges and agrees that
any payments or other amounts received by a Creditor which are required to be
turned over or otherwise remitted by such Creditor to the other Creditors
pursuant to the terms of the Intercreditor Agreement shall not be deemed to be
payments on the Claims of the Creditor who is required to turn over or otherwise
remit such payments or other amounts to the other Creditors.

                  Executed this 15th day of June, 2003.


                                       SCB COMPUTER TECHNOLOGY, INC.


                                       By:   /s/ Michael J. Boling
                                           -------------------------------------
                                       Name:  Michael J. Boling
                                              ----------------------------------
                                       Title: Executive Vice President
                                              ----------------------------------















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