TEXTRON FINANCIAL CORPORATION
                            130 East Chestnut Street
                               Columbus, OH 43215



                                November 8, 2002


VIA FACSIMILE
NO. (312) 419-0172

and
VIA Federal Express OVERNIGHT DELIVERY

Thomas C. Ratchford
HBS Billing Services Company
ACI Billing Services, Inc.
190 South Lasalle St.
Chicago, IL 60603

         RE:      SEPTEMBER  30,  2002  DETERMINATION  OF  COMPLIANCE  WITH  THE
                  COVENANTS IN THE  RECEIVABLES  SALE AGREEMENT BY AND AMONG HBS
                  BILLING  SERVICES   COMPANY,   ACI  BILLING   SERVICES,   INC.
                  (COLLECTIVELY,  "SELLERS"),  AND RFC CAPITAL CORPORATION N/K/A
                  TEXTRON FINANCIAL GROWTH CAPITAL DIVISION ("RFC"), DATED AS OF
                  DECEMBER 19, 2001 (AS AMENDED,  MODIFIED OR SUPPLEMENTED  FROM
                  TIME TO TIME, THE "SALE AGREEMENT")

Dear Tom:

         The purpose of this letter  agreement  (this "Letter  Agreement") is to
memorialize  the manner in which RFC and Sellers  have agreed to  calculate  the
covenant  described in Section  4.3(h) of the Sale  Agreement.  This letter will
also serve as RFC's  acknowledgment  that as of September 30, 2002, Sellers were
in compliance with the financial  covenants,  including as modified herein, that
are set forth in Section 4.3 of the Sale Agreement.

         Sellers and RFC hereby agree that for the calendar  month ending August
31,  2002,  Section  4.3(h) of the Sale  Agreement  shall be deemed to have been
deleted in its entirety from the Sale Agreement and replaced with the following:

         4.3(h)  Permit  the  ratio of  outstanding  Net  Value  to  Collections
received  in the  Lockbox  Account to exceed .28 to 1.0 for the  calendar  month
ending August 31, 2002 and .25 to 1.0 for each calendar month thereafter.

         As of  September  30,  2002,  RFC has  determined  that Sellers were in
compliance  with  all of the  covenants  described  in  Section  4.3 of the Sale
Agreement.

         Except as  modified  herein,  all of the  representations,  warranties,
terms,  covenants and conditions of the Sale Agreement and all other  agreements
executed in connection  therewith shall remain as written originally and in full
force and effect in accordance with their  respective  terms, and nothing herein
shall affect, modify, limit or impair any of the rights and powers which the RFC
may have  thereunder.  The  modification  set  forth  herein  shall  be  limited
precisely  as provided  for  herein,  and shall not be deemed to


<PAGE>
Mr. Thomas C. Ratchford
November 8, 2002
Page 2


be a waiver of,  amendment of,  consent to or  modification  of any of the RFC's
rights under or of any other term or provisions  of the Sale  Agreement or other
agreement executed in connection  therewith,  or of any term or provision of any
other  instrument  referred to therein or herein or of any transaction or future
action on the part of Sellers which would require the consent of RFC.

         This Letter Agreement may be executed in one or more counterparts, each
of which, when so executed and delivered, shall be an original, but all of which
together shall constitute one and the same document. Separate counterparts may
be executed with the same effect as if all parties had executed the same
counterparts. The facsimile or other electronically transmitted copy of this
Letter Agreement shall be treated the same as an originally executed copy
hereof.

         In connection with and in consideration of the modification provided
herein, Sellers shall pay RFC a modification and documentation fee in the amount
of $2,500.00. Please acknowledge Sellers' understanding and agreement to the
modification of Section 4.3(h) of the Sale Agreement by having an authorized
signer of each Seller affix his or her signature in the respective space
provided below.


                                               Very truly yours,

                                               RFC Capital Corporation

                                           By:  s/ Jeffrey A. Martin
                                               ------------------------
                                               Jeffrey A. Martin


ACKNOWLEDGED AND AGREED as of the 11th day of November 2002:


HBS Billing Services Company


By:      s / Thomas C. Ratchford
    ----------------------------------------

Its:     Vice President
    ----------------------------------------



ACI Billing Services, Inc.


By:      s / Thomas C. Ratchford
    ----------------------------------------

Its:     Vice President
    ----------------------------------------