RECEIVABLES SALE AGREEMENT

                                   Dated as of

                                December 19, 2001

                                      among

                          HBS BILLING SERVICES COMPANY

                                       AND

                           ACI BILLING SERVICES, INC.

          individually and collectively, as Seller and Subservicer, and

                            RFC CAPITAL CORPORATION,

                                  as Purchaser


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                  RECEIVABLES  SALE  AGREEMENT  (the  "Agreement"),  dated as of
         December  19,  2001,  among  HBS  BILLING  SERVICES  COMPANY,  a  Texas
         corporation  and ACI BILLING  SERVICES,  INC., a Delaware  corporation,
         individually  and  collectively,  as Seller  and  Subservicer,  and RFC
         CAPITAL CORPORATION, a Delaware corporation, as Purchaser.

                                    RECITALS

         A. The  Seller  desires  to sell  certain  of its  receivables  and the
Purchaser  is a  corporation  formed  for  the  purpose  of  purchasing  certain
receivables from time to time.

         B. The Purchaser shall retain the complete right and ultimate authority
to perform certain servicing, administrative and collection functions in respect
of the receivables purchased by the Purchaser under this Agreement.

         C. The Purchaser  desires that the  Subservicer be appointed to perform
certain  servicing,  administrative  and collection  functions in respect of the
Purchased Receivables.

         D.  The  Seller  has  been  requested  and  is  willing  to  act as the
Subservicer.

         NOW, THEREFORE, the parties agree as follows:


                             ARTICLE I - DEFINITIONS

         Section 1.1. Certain Defined Terms. The capitalized  terms used in this
                      ---------------------
Agreement  shall  have the  respective  meanings  set forth on Exhibit A to this
Agreement.

         Section 1.2. Other Terms. All accounting terms not specifically defined
                      -----------
in this  Agreement  shall be construed in  accordance  with  generally  accepted
accounting  principles.  All terms  defined  in  Article  9 of the UCC,  and not
specifically defined in this Agreement, are used in this Agreement as defined in
such Article 9 of the UCC.


            ARTICLE II - PURCHASE AND SALE; ESTABLISHMENT OF ACCOUNTS

         Section  2.1.  Offer to Sell.  Seller  shall  offer to sell,  transfer,
                        -------------
assign and set over to Purchaser those Eligible  Receivables set forth on a list
of such Eligible  Receivables which list shall be delivered by the Seller to the
Purchaser no later than three (3) Business Days prior to each Purchase Date.

         Section  2.2.  Purchase  of  Receivables.  Until  the  occurrence  of a
                        -------------------------
Termination Date, upon receipt of the list of Eligible  Receivables and offer to
sell  pursuant to Section  2.1,  the  Purchaser,  in its sole  discretion,  will
confirm which of the Eligible  Receivables  offered by Seller that the Purchaser
will Purchase.  The Purchase of such Receivables shall occur upon payment of the
applicable  Purchase Price,  as provided at Section 2.3 of this Agreement.  Upon
Purchase of the Receivables,  Seller will have sold, transferred,  assigned, set
over and conveyed to Purchaser,  without  recourse except as expressly  provided
herein,  all of  Seller's  right,  title and  interest  in and to the  Purchased
Receivables,  and  title to such  Purchased  Receivables  shall  have  passed to
Purchaser at such time. The Seller shall not take any action  inconsistent  with
such ownership  and, from and after the date of such  transfer,  shall not claim
any  ownership in any  Purchased  Receivable.  The Seller shall  indicate in its
Records  that  ownership  interest in any  Purchased  Receivable  is held by the
Purchaser.  In addition,  the Seller shall respond to any inquiries with respect
to ownership of a Purchased Receivable by stating that it is no longer the owner
of such Purchased  Receivable and that ownership of such Purchased Receivable is
held by the Purchaser.  Documents relating to the Purchased Receivables shall be
held in  trust  by the  Seller  and the  Subservicer,  for  the  benefit  of the
Purchaser  as the owner of the  Purchased  Receivables,  and  possession  of any


<PAGE>

Required  Information  relating to the Purchased  Receivables so retained is for
the sole purpose of facilitating the servicing of the Purchased  Receivables and
carrying out the terms of this  Agreement.  Such  retention and possession is at
the will of the  Purchaser  and in a custodial  capacity  for the benefit of the
Purchaser only.

         Section  2.3.  Purchase  Price  and  Payment.  The  Purchase  Price for
                        -----------------------------
Receivables  purchased  on any  Purchase  Date and paid by the  Purchaser to the
Seller shall be an amount equal to the  aggregate  Net Values of such  Purchased
Receivables and shall be paid by the Purchaser to the Seller by wire transfer on
such  respective  Purchase  Date. The Purchase Price to be paid on such Purchase
Date shall be reduced by (a) the Program Fees as of such Purchase  Date, (b) the
amount,  if any, by which the Seller Credit Reserve  Account (net of withdrawals
required hereunder) is less than the Specified Credit Reserve Balance as of such
Purchase Date, (c) any Rejected Receivable Amount, and (d) other amounts due the
Purchaser in accordance with this Agreement. At any time the aggregate Net Value
of all Purchased Receivables shall not exceed the Purchase Commitment.

         Section  2.4.  Establishment  of  Accounts;   Conveyance  of  Interests
                        --------------------------------------------------------
Therein;  Investments. (a) A Lockbox Account will be established or assigned, as
---------------------
the case may be, for the  benefit of the  Purchaser  into which all  Collections
from Payors with respect to Receivables shall be deposited.  The Lockbox Account
will be  maintained  at the expense of the Seller.  The Seller agrees to deposit
all  Collections it receives with respect to Receivables in said Lockbox Account
and will instruct all Payors to make all payments on Receivables to said Lockbox
Account.  All funds in said Lockbox  Account will be remitted to the  Collection
Account as instructed by the Purchaser.

         (b) The Purchaser has  established  and shall maintain the  "Collection
Account"  (the  "Collection  Account"),  the "Purchase  Account" (the  "Purchase
Account") and the "Seller  Credit  Reserve  Account" (the "Seller Credit Reserve
Account").

         (c) The Seller does hereby sell, transfer,  assign, set over and convey
to the  Purchaser  all  right,  title and  interest  of the Seller in and to all
amounts  deposited,  from time to time, in the Lockbox  Account,  the Collection
Account and the Seller  Credit  Reserve  Account.  Any  Collections  relating to
Receivables held by the Seller or the Subservicer pending deposit to the Lockbox
Account as provided in this Agreement, shall be held in trust for the benefit of
the Purchaser  until such amounts are deposited  into the Lockbox  Account.  All
Collections in respect of Purchased  Receivables  received by the Seller and not
deposited  directly by the Payor in the Lockbox Account shall be remitted to the
Lockbox  Account on the day of receipt or the following  Business Day if the day
of receipt is not a Business  Day, and if such  Collections  are not remitted by
Seller on a timely  basis,  in addition  to its other  remedies  hereunder,  the
Purchaser shall be entitled to receive a late charge (which shall be in addition
to the Program  Fee) equal to 18% per annum of such  Collections  or the maximum
rate  legally  permitted  if less than  such  rate,  calculated  as of the first
Business Day of such delinquency.

         Section 2.5.  Grant of Security  Interest.  It is the  intention of the
                       ---------------------------
parties  to this  Agreement  that  each  payment  of the  Purchase  Price by the
Purchaser  to the  Seller  for  Purchased  Receivables  to be  made  under  this
Agreement  shall  constitute  payment of  consideration  for a purchase  of such
Purchased  Receivables  and not a loan. In the event,  however,  that a court of
competent  jurisdiction  were to hold  that the  transaction  evidenced  by this
Agreement constitutes a loan and not a purchase and sale, it is the intention of
the parties that this Agreement shall constitute a security  agreement under the
UCC and any other  applicable  law,  and that the Seller shall be deemed to have
granted to the Purchaser a first priority  perfected security interest in all of
the  Seller's  right,  title  and  interest  in,  to  and  under  the  Purchased
Receivables;  all  payments  of  principal  of or  interest  on  such  Purchased
Receivables;  all amounts on deposit  from time to time in the Lockbox  Account,
the Collection  Account and the Seller Credit Reserve Account;  all other rights
relating to and payments made under this  Agreement,  and all proceeds of any of
the foregoing.


<PAGE>

         Section 2.6.  Further Action  Evidencing  Purchases.  The Seller agrees
that,  from time to time, at its expense,  it will promptly  execute and deliver
all further instruments and documents,  and take all further action, that may be
necessary or appropriate, or that the Purchaser may reasonably request, in order
to perfect,  protect or more fully  evidence  the  transfer of  ownership of the
Purchased  Receivables  or to enable the Purchaser to exercise or enforce any of
its rights hereunder.


                      ARTICLE III - CONDITIONS OF PURCHASES

         Section 3.1. Conditions Precedent to All Purchases.  Each Purchase from
                      -------------------------------------
the Seller by the Purchaser shall be subject to the conditions precedent that as
of each Purchase Date:

         (a) No Event of  Seller  Default  has  occurred  and the  Seller  is in
compliance with each of its covenants and  representations set forth in Sections
4.1 and 4.2 of this Agreement;

         (b) The Seller shall have delivered to the Purchaser a complete copy of
each of the then current Billing and Collection  Agreements and any amendment or
modification of such agreements;

         (c) The Seller  shall have  delivered  to the  Purchaser a copy of each
written  notice  delivered  by or  received  by the Seller  with  respect to any
Billing and Collection Agreements;

         (d) The Termination Date shall not have occurred;

         (e) The Seller shall have taken such other  action,  including  but not
limited to any necessary audit or audit update of the Seller and the delivery of
(i) an opinion  of counsel  prior to the  initial  Purchase  Date in the form of
Exhibit D hereto,  (ii) the guaranties of Thurston Group, Avery  Communications,
Inc., and Patrick Haynes in the form attached hereto as Exhibit E and (iii) such
other  approvals,  opinions or documents to the Purchaser,  as the Purchaser may
reasonably request;

         (f) The Seller  shall (i) timely file all tax returns  which  Seller is
required by law to file or has obtained valid extensions  therefor and all taxes
and other sums  owing by Seller to any  governmental  authority  have been fully
paid,  (ii)  maintain  adequate  reserves  to pay such tax  liabilities  as they
accrue,  (iii)  delivered to Purchaser  satisfactory  evidence that Seller is in
good  standing  and  material  compliance  with  any  and all  relevant  taxing,
administrative,  local  exchange  carrier  billing  and  collection  agreements,
regulatory and/or Governmental Authorities; and

         (g) As of the initial  Purchase Date, the Purchaser shall have received
background checks on certain of Seller's  shareholders,  directors,  officers or
managers,  the results of which shall be  satisfactory  to the  Purchaser in its
sole discretion.


      ARTICLE IV - REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER

         Section  4.1.  Representations,  Warranties  and  Covenants  as to  the
                        --------------------------------------------------------
Seller.  The Seller represents and warrants to the Purchaser,  as of the date of
------
this  Agreement and will  represent and warrant as of each  subsequent  Purchase
Date, except as such  representations and warranties may be affected by Seller's
existing and future relationship with PT-1 as described on Schedule 4 hereto, as
follows:

         (a) The Seller is a corporation duly incorporated, validly existing and
in good  standing  under  the  laws of its  state of  incorporation  and is duly
qualified to do business and is in good standing in each  jurisdiction  in which
it is doing  business  where the failure to do so would have a material  adverse
effect and has the power and  authority to own and convey all of its  properties
and assets and to execute and deliver this  Agreement and the Related  Documents
and to perform the  transactions  contemplated  thereby;  and each is the legal,
valid and binding  obligation  of the Seller  enforceable  against the Seller in



<PAGE>

accordance  with its  terms,  subject  as to  enforcement  of  remedies,  to the
following   qualifications:   (i)  equitable  principles  generally,   and  (ii)
bankruptcy, insolvency,  liquidation,  reorganization,  reconstruction and other
similar laws affecting enforcement of creditors' rights generally;

         (b) The  execution,  delivery  and  performance  by the  Seller of this
Agreement and the Related  Documents and the transactions  contemplated  thereby
(i) have been duly authorized by all necessary  corporate or other action on the
part of the Seller,  (ii) do not contravene or cause the Seller to be in default
under (A) any contractual  restriction  contained in any loan or other agreement
or instrument  binding on or affecting  the Seller or its  property;  or (B) any
law, rule,  regulation,  order, writ,  judgment,  award,  injunction,  or decree
applicable to, binding on or affecting the Seller or its property and (iii) does
not result in or require the creation of any Adverse  Claim upon or with respect
to any of the  property of the Seller  (other than in favor of the  Purchaser as
contemplated hereunder);

         (c) There is no court order,  judgment,  writ,  pending or, to Seller's
knowledge,  threatened action, suit or proceeding,  of a material nature against
or  affecting  the Seller,  its  officers or  directors,  or the property of the
Seller, in any court or tribunal, or before any arbitrator of any kind or before
or by any Governmental  Authority (i) asserting the invalidity of this Agreement
or any of the Related Documents, (ii) seeking to prevent the sale and assignment
of any Receivable or the  consummation of any of the  transactions  contemplated
thereby,  (iii) seeking any  determination  or ruling that might  materially and
adversely  affect  the  Seller,  this  Agreement,  the  Related  Documents,  the
Receivables,  the Contracts or any LOA, or (iv) asserting a claim for payment of
money in excess of $100,000,  which is not being contested in good faith and for
which an appropriate  reserve has been  established in accordance with generally
accepted accounting principles;

         (d) The  primary  business  of the Seller is the  provision  of billing
services and/or equipment. Seller has complied in all material respects with all
applicable  laws,  rules,  regulations,  orders and  related  Contracts  and all
restrictions  contained in any agreement or  instrument  binding on or affecting
the  Seller,  and has  and  maintains  all  permits,  licenses,  certifications,
authorizations,   registrations,   approvals   and   consents  of   Governmental
Authorities or any other party necessary for the business of the Seller and each
of its Subsidiaries;

         (e)  The  Seller  (i) has  filed  on a  timely  basis  all tax  returns
(federal,  state,  and local) required to be filed and has paid or made adequate
provisions  for the payment of all taxes,  assessments,  and other  governmental
charges due from the Seller; (ii) the financial statements of the Seller through
September 30, 2001, copies of which have been furnished to the Purchaser, fairly
present the financial  condition of the Seller, all in accordance with generally
accepted accounting principles  consistently applied;  (iii) since September 30,
2001, there has been no material adverse change in any such condition,  business
or operations;  and (iv) the Seller has delivered to the Purchaser (a) within 45
days after the end of march, June and September and within 30 days after the end
of each other  calendar  month (other than  December) the financial  statements,
including  balance  sheet and  income  statement  prepared  in  accordance  with
generally accepted accounting principles,  exclusive of footnotes, of the Seller
And Avery Communications, Inc. as of the end of such month as kept by Seller and
Avery   Communications,   Inc.  in  the  ordinary  course  of  their  respective
businesses, certified by an officer of the Seller and Avery Communications, Inc.
and accompanied by a management narrative  summarizing  circumstances and issues
underlying   such   financial   statements  and  facing  the  Seller  and  Avery
Communications,  Inc.  going forward and (b) within 90 days after the end of the
fiscal  year  of the  Seller  and  Avery  Communications,  Inc.,  the  financial
statements,  including  balance sheet and income  statement  accompanied  by the
report  of the  independent  public  accounting  firm  approved  by the Board of
Directors of Avery Communications, Inc.;

         (f) All  information  furnished by or on behalf of the Seller and Avery
Communications,  Inc. to the Purchaser in connection with this Agreement is true
and complete in all material respects and does not omit to state a material fact
and the sales of  Purchased  Receivables  under this  Agreement  are made by the


<PAGE>

Seller  and Avery  Communications,  Inc.  in good  faith and  without  intent to
hinder,  delay or  defraud  present or future  creditors  of the Seller or Avery
Communications, Inc.;

         (g) The Lockbox  Account is the only  lockbox  account to which  Payors
have been or will be instructed to direct Receivable  proceeds and each Payor of
an Eligible Receivable has been directed upon its receipt of the notice attached
hereto as Exhibit B, which such  notice was mailed or  provided  to such  Payors
prior to the initial  Purchase  Date, to remit all payments with respect to such
Receivable for deposit in the Lockbox Account;

         (h) The principal place of business and chief  executive  office of the
Seller are located at the  addresses of the Seller set forth under its signature
below and there are not now,  and  during  the past four  months  there have not
been, any other  locations  where the Seller is located (as that term is used in
the UCC) or keeps Records  except as set forth in the  designated  space beneath
its signature line in this Agreement;

         (i) The legal  name of the Seller is as set forth at the  beginning  of
this  Agreement and,  except for changing its name from "HOLD Billing  Services,
Ltd." to "HBS Billing  Services  Company" on February  15, 2000,  and except for
changing its name from "ACI Communications, Inc." to ACI Billing Services, Inc."
on December 11, 2001,  the Seller has not changed its legal name in the last six
years,  and during such period,  the Seller did not use, nor does the Seller now
use any tradenames, fictitious names, assumed names or "doing business as" names
other than "HBS Billing  Services" and those  appearing on the signature page of
this Agreement; and

         (j) The Seller has not done  anything to impede or  interfere  with the
collection by the Purchaser of the  Purchased  Receivables  and has not amended,
waived or  otherwise  permitted  or agreed  to any  deviation  from the terms or
conditions of any Purchased  Receivable  or any related  Billing and  Collection
Agreement,  Contract or LOA so as to (i) create an Adverse Claim with respect to
any  Receivable  or (ii)  materially  affect the ability of  Subservicer  or the
Purchaser  to act in its  capacity as such;  and has not allowed any invoice due
and owing by the Seller  relating  to any Billing and  Collection  Agreement  to
become any more than thirty days past due.

         Section  4.2.  Representations  and  Warranties  of  the  Seller  as to
                        --------------------------------------------------------
Purchased  Receivables.  With respect to each Purchased Receivable sold pursuant
----------------------
to this  Agreement the Seller  represents and warrants as of the date hereof and
will represent and warrant as of each subsequent Purchase Date, as follows:

         (a)  Such   Purchased   Receivable   (i)   includes  all  the  Required
Information;  (ii) is the legal,  valid and  binding  obligation  of an Eligible
Payor and (iii) was either created by the provision or sale of telecommunication
services  or  equipment  by an  Eligible  Payor or by the  provision  of billing
services  by the  Seller  in the  ordinary  course of its  business;  (iv) has a
Purchase  Date no  later  than 90  days  from  its  Billing  Date;  (v) is not a
Purchased  Receivable which with respect to which, as of any Determination Date,
payment by the Payor of such Receivable has been received and is not duplicative
of any  other  Receivable;  (vi) is owned by the  Seller  free and  clear of any
Adverse  Claim,  and the Seller has the right to sell,  assign and  transfer the
same and interests  therein as contemplated  under this Agreement and no consent
other than those  secured  and  delivered  to the  Purchaser  on or prior to the
Closing  Date from any  Governmental  Authority,  the  Payor,  the  Billing  and
Collection  Agent,  or any other  Person shall be required to effect the sale of
any such Purchased Receivable;  (viii) is able to be legally and validly sold by
the Seller as the Seller has the right to sell, assign and transfer the same and
interests  therein as contemplated  under this Agreement and (ix) is not subject
to any consent  other than those  secured and  delivered to the  Purchaser on or
prior to the  Closing  Date from any  Governmental  Authority,  the  Payor,  the
Billing and  Collection  Agent,  or any other Person shall be required to effect
the sale of any such Purchased Receivable.

         (b) The Purchased Receivable is a Class 1 Purchased Receivable or, if a
Class 2 Purchased Receivable,  the Billed Amount of such Purchased Receivable is
payable in United States Dollars and the


<PAGE>

Eligible Receivable Amount with respect thereto, unless the Purchaser and Seller
agree  otherwise  in  writing,  is not in  excess  of  the  lesser  of 5% of the
aggregate  outstanding  Net Value Class 2 Purchased  Receivables or $15,000 with
respect to any one  individual  Payor of any Payor  Class other than an Eligible
Receivable payable under a Billing and Collection  Agreement as set forth on the
attached  Schedule  3,  and is net of any  adjustments  or  other  modifications
contemplated  by any Billing and  Collection  Agreement or otherwise and neither
the Receivable nor the related Billing and Collection  Agreement or Contract has
been  compromised,  adjusted,  extended,  satisfied,  subordinated,   rescinded,
set-off or  modified by the  Seller,  the Payor or the  Billing  and  Collection
Agent,  and is not, to Seller's  knowledge,  subject to compromise,  adjustment,
termination or modification,  whether arising out of transactions concerning the
Contract, any Billing and Collection Agreement or otherwise; and

         (c) Except as set forth on Schedule 4.2(c), there are no proceedings or
investigations  pending  or,  to  Seller's  knowledge,   threatened  before  any
Governmental Authority (i) asserting the invalidity of such Receivable,  Billing
and Collection Agreement, LOA or such Contract, (ii) asserting the bankruptcy or
insolvency of the related Payor, (iii) seeking the payment of such Receivable or
payment and performance of the related Billing and Collection Agreement, or such
other  Contract or LOA, or (iv) seeking any  determination  or ruling that might
materially  and  adversely  affect  the  validity  or   enforceability  of  such
Receivable  or the  related  Billing  and  Collection  Agreement,  or such other
Contract or LOA.

         Section 4.3.  Negative  Covenants of the Seller.  The Seller shall not,
                       ---------------------------------
without the prior written consent of the Purchaser,  which such consent will not
be unreasonably withheld:

         (a) Sell,  assign or otherwise dispose of, or create or suffer to exist
any  Adverse  Claim or lien  upon any  Receivable  and  related  Contracts,  its
Customer Base, the Lockbox Account, the Collection Account, or any other account
in which any Collections of any Receivable are deposited, or assign any right to
receive income in respect of any Receivable, other than Permitted Liens;

         (b) Submit or permit to be  submitted to Payors any invoice for billing
services or equipment  rendered by or on behalf of Seller which  contains a "pay
to" address other than the Lockbox Account;

         (c) Make any change to (i) the location of its chief  executive  office
or the location of the office where Records are kept or (ii) its corporate  name
or use any tradenames,  fictitious  names,  assumed names or "doing business as"
names;

         (d) Enter into or execute any  Clearinghouse  Agreement  or Billing and
Collection  Agreement  (other  than  those  listed on  Schedule 3 hereof) or any
amendment  or  modification  thereof  to the  extent  that  Seller has Net Value
related to an end user under the advance  funding  program  contemplated by this
Agreement;

         (e) Make any payments, transfers or remittances of cash or other assets
to any  Affiliate  other  than  management  fees  paid in the  normal  course of
business up to  $4,500,000  per annum,  but in any event only to the extent that
the payment of any such management fees does not otherwise cause a default under
this Agreement;

         (f) Other than in the normal  course of business as approved in advance
by Purchaser and pursuant to written agreements,  assume any liability, expense,
encumbrance or other obligation of an Affiliate;

         (g)  Pledge or  otherwise  encumber  any of its  assets  or  guarantee,
co-sign  or  endorse  any  obligation  or cause any  Affiliate  to do any of the
foregoing,  other than (i) Permitted Liens, or (ii) any of the foregoing done in
the ordinary  course of Seller's  business,  where the dollar amount of all such
actions do not, in the aggregate,  exceed  $100,000 during any 12 calendar month
period;


<PAGE>

         (h) For any calendar  month,  permit the ratio of outstanding Net Value
to Collections received in the Lockbox Account to exceed .25 to 1.0;

         (i)  Permit the sum of its cash and  accounts  receivable  (other  than
accounts receivable from Affiliates) to be less than the sum of its payables and
current liabilities;

         (j) Fail to pay billing customers of HBS Billing Services,  Inc. within
5 Business Days of receipt of payment from any local exchange  carrier;  or fail
to pay customers of ACI Billing  Services,  Inc. in accordance with the terms of
their respective Billing and Collection Agreements, or, with respect to payments
received by Seller during the last full  business  week of each calendar  month,
fail to pay customers of Seller within 10 Business Days of receipt of payment.

         (k)  Permit  receivables  purchased  from any  Participating  Client to
exceed amounts approved by Purchaser.

         Section 4.4.  Repurchase  Obligations.  Upon  discovery by any party to
                       -----------------------
this Agreement of a breach of any  representation or warranty in Sections 4.1 or
4.2 of this Article IV which  materially  and  adversely  affects the value of a
Purchased  Receivable  or the  interests  of the  Purchaser  therein  (herein  a
"Rejected  Receivable"),  the party  discovering  such breach  shall give prompt
written notice to the other parties to this Agreement.  Thereafter,  on the next
Purchase Date, the Net Value of the Rejected  Receivables shall be deducted from
the amount otherwise payable to the Seller pursuant to Section 2.3 and deposited
in the Collection Account in satisfaction of the Rejected Receivable Amount and,
provided  the full Net Value of such  Rejected  Receivables  is deposited in the
Collection Account,  such Rejected  Receivables shall then be considered to have
been  repurchased  by the  Seller.  In the event that the full Net Value of such
Rejected  Receivables is not deposited in the Collection Account pursuant to the
foregoing  sentence,  the Purchaser  shall deduct any such  deficiency  from the
Excess  Collection  Amount  or make  demand  upon  the  Seller  to pay any  such
deficiency  to the Purchaser for deposit to the  Collection  Account.  Upon full
payment of the  amounts set forth above to the  Collection  Account,  the Seller
will be deemed to have repurchased such Rejected Receivable.


                       ARTICLE V - ACCOUNTS ADMINISTRATION

         Section  5.1.  Collection  Account.  The  Purchaser  acknowledges  that
                        -------------------
certain  amounts  deposited in the Collection  Account may relate to Receivables
other than Purchased  Receivables and that such amounts  continue to be owned by
the Seller.  All such amounts shall be  administered  in accordance with Section
5.3.

         Section 5.2.  Determinations  of the Purchaser.  On each  Determination
                       --------------------------------
Date, the Purchaser will determine, in good faith, the following:

         (a) the Net  Value  of all  Purchased  Receivables  which  have  become
Rejected  Receivables  since the  prior  Purchase  Date and which  have not been
repurchased  or offset in the  manner set forth in  Section  4.4 (the  "Rejected
Receivable Amount");

         (b) the amount of Collections up to the Purchase Price of all Purchased
Receivables  received since the prior  Determination Date (the "Paid Receivables
Amount");

         (c) the Net  Value  of all  Purchased  Receivables  which  have  become
Defaulted  Receivables since the prior Purchase Date (the "Defaulted  Receivable
Amount" or "Credit Deficiency");

         (d) the aggregate amount deposited in the Collection  Account in excess
of the Net Value of each Purchased Receivable,  including Collections pertaining
to Receivables not purchased under this Agreement, since the prior Determination
Date (the "Excess Collection Amount");


<PAGE>

         (e) the Net  Value  of all  Purchased  Receivables  less  the  Rejected
Receivable  Amount  and  the  Defaulted  Receivable  Amount  as of  the  current
Determination Date; and

         (f) the amount of any accrued and unpaid Program Fee.

         The  Purchaser's  determinations  of the  foregoing  amounts  shall  be
conclusive  in the absence of manifest  error.  The  Purchaser  shall notify the
Seller of such determinations.

         Section 5.3.  Distributions  from Accounts.  (a) On each  Determination
                       ----------------------------
Date,  following the determinations set forth in Section 5.2, the Purchaser will
make the following withdrawals and deposits:

                  (i)  withdraw  the Paid  Receivables  Amount and the  Rejected
Receivable Amount plus any outstanding  Rejected Receivable Amount applicable to
any prior period,  to the extent such Rejected  Receivable Amount is not paid to
the  Purchaser as a reduction in Purchase  Price to be paid to the Seller,  from
the Collection Account and deposit such amount in the Purchase Account;

                  (ii) withdraw the Defaulted  Receivable Amount from the Seller
Credit Reserve Account and deposit such amount in the Purchase Account;

                  (iii)   withdraw  the  Excess   Collection   Amount  from  the
Collection  Account and deposit such amount in the Seller Credit Reserve Account
to the extent that the Seller Credit Reserve  Account is less than the Specified
Credit Reserve Balance; and

                  (iv) withdraw the balance of the Excess Collection Amount from
the Collection  Account and, subject to any offset required under Section 5.3(b)
of this Agreement,  remit such amount by wire transfer to an account  designated
by the Seller;  provided,  however,  with  respect to  Receivables  processed or
cleared  pursuant to any Billing and Collection  Agreement,  if applicable,  any
Excess  Collection  Amount shall be retained by the Purchaser in the  Collection
Account until such time that the Seller's billing cycle (or batch) to which such
Excess Collection Amount applies is deemed closed by the Purchaser which, absent
the occurrence of an Event of Seller Default and provided that the Purchaser has
received  information  in  sufficient  form and format to allow the Purchaser to
properly apply and/or post Collections against Purchased Receivables, will occur
no later than the next immediate Purchase Date following such determination.

         (b) The full amount of the Purchase Price before any offsets, or in the
case where there is no Purchase Price paid in a given week,  such amounts as set
forth at (i) through (iv) of this Section,  shall be withdrawn from the Purchase
Account and paid and administered as follows:  (i) the Program Fee due and owing
as of each  respective  Purchase Date shall be paid to the  Purchaser,  (ii) the
amount,  if any,  by which the Seller  Credit  Reserve  Account is less than the
Specified  Credit Reserve Balance as of such  respective  Purchase Date shall be
deposited in the Seller Credit Reserve  Account,  (iii) the amount,  if any, due
and owing the Purchaser  pursuant to Section 9.4 of this Agreement shall be paid
to the Purchaser,  and (iv) any remaining  amount shall be paid to the Seller in
accordance with Section 2.3 of this Agreement.

         (c) Until the  Termination  Date,  with  commercially  reasonable  best
efforts on each  Purchase  Date or in any event within two Business Days of each
Purchase Date, the Purchaser shall withdraw all amounts deposited hereunder (net
of withdrawals  required hereunder) from the Seller Credit Reserve Account which
are in excess  of the  Specified  Credit  Reserve  Balance  and shall pay to the
Purchaser all amounts due and owing the  Purchaser in  accordance  with Sections
2.3, 4.4, 5.3, 8.1, 9.4 and any applicable Termination Fee, and pay the balance,
if any, by wire transfer to an account designated by the Seller.

         Section 5.4. Allocation of Moneys following  Termination Date. (a) Upon
                      ------------------------------------------------
the occurrence of a Termination  Date hereunder,  the Purchaser shall administer
and monitor the Lockbox Account and any


<PAGE>

and all Collections and apply the amount of such  Collections to the outstanding
Net Value of  Purchased  Receivables.  Following  the  Termination  Date and the
Purchaser's receipt of the Termination Fee, if applicable,  from the Seller, the
Purchaser  shall,  to the extent funds  deposited  hereunder (net of withdrawals
required hereunder) are sufficient,  withdraw an amount equal to the Program Fee
from the Seller Credit  Reserve  Account on each Purchase Date and deposit it in
the  Purchase  Account.  To the extent  that such funds do not equal the Program
Fee, the Seller shall deposit in the Purchase Account the balance of the Program
Fee within five  Business  Days  following  demand  therefor.  To the extent any
Purchased Receivable becomes a Defaulted Receivable,  the Purchaser may withdraw
an amount  equal to such  Defaulted  Receivable  Amount  from the Seller  Credit
Reserve  Account and deposit such amount in the  Collection  Account,  provided,
however,  that such recourse is expressly  limited to the monies which  comprise
the Seller  Credit  Reserve  Account at the time of the  Termination  Date which
shall not at any time exceed the Specified Credit Reserve  Balance.  Thereafter,
any Excess  Collection  Amount may not be used for deposit to the Seller  Credit
Reserve  Account and shall be otherwise  administered  in  accordance  with this
Agreement.

         (b) In any event,  following the  Termination  Date and the Purchaser's
receipt  of the  Termination  Fee,  if  any,  the  Seller  may,  at its  option,
repurchase all previously  Purchased  Receivables which have not been fully paid
by the  respective  Payors  thereof by  depositing  with the  Purchaser the then
aggregate Net Value of such  Purchased  Receivables.  Following such payment and
any  other  amount  due and owing  the  Purchaser  under  this  Agreement,  this
Agreement shall be deemed terminated.

         (c)  Following  the  Termination  Date,  on the first date on which the
aggregate  Net  Value  of  all  Purchased   Receivables  (other  than  Defaulted
Receivables)  is less than the aggregate  amount  remaining in the Seller Credit
Reserve Account,  the Purchaser shall withdraw an amount equal to such aggregate
Net Value from such accounts and deposit it in the Purchase  Account.  Thereupon
the Purchaser  shall  disburse all  remaining  amounts held in the Seller Credit
Reserve  Account  to the  Seller  and  all  interests  of the  Purchaser  in all
Purchased  Receivables  owned  by  the  Purchaser  shall  be  reconveyed  by the
Purchaser to the Seller.  Following such  disbursement  and  reconveyance,  this
Agreement shall be deemed terminated.


                   ARTICLE VI - APPOINTMENT OF THE SUBSERVICER

         Section 6.1. Appointment of the Subservicer. Subject to Section 6.5, as
                      ------------------------------
consideration  for the Seller's receipt of that portion of the Excess Collection
Amount  relating to Purchased  Receivables,  the Purchaser  hereby  appoints the
Seller and the Seller  hereby  accepts such  appointment  to act as  Subservicer
under  this  Agreement.  The  Subservicer  may,  with the prior  consent  of the
Purchaser, which consent shall not be unreasonably withheld,  subcontract with a
subservicer  for  billing,  collection,   servicing  or  administration  of  the
Receivables.  Any  termination  or  resignation  of the  Subservicer  under this
Agreement  shall not affect any claims that the  Purchaser  may have against the
Subservicer for events or actions taken or not taken by the Subservicer  arising
prior to any such termination or resignation.

         Section  6.2.  Duties  and  Obligations  of the  Subservicer.  (a)  The
                        ---------------------------------------------
Subservicer shall service the Purchased  Receivables and enforce the Purchaser's
respective rights and interests in and under each Purchased  Receivable and each
related  Contract or LOA; and shall take, or cause to be taken, all such actions
as may be  necessary  or  advisable  to service,  administer  and  collect  each
Purchased  Receivable all in accordance with (i) customary and prudent servicing
procedures for  Receivables  of a similar type,  and (ii) all  applicable  laws,
rules and regulations; and shall serve in such capacity until the termination of
its  responsibilities  pursuant to Section 6.4 or 7. 1. The Subservicer shall at
any time permit the Purchaser or any of its representatives to visit the offices
of the Subservicer and examine and make copies of all Servicing Records;

         (b) The  Subservicer  shall notify the  Purchaser of any action,  suit,
proceeding,  dispute, offset, deduction,  defense or counterclaim that is or may
be asserted by any Person with respect to any Purchased Receivable.


<PAGE>

         (c) The  Purchaser  shall not have any  obligation  or  liability  with
respect to any Purchased  Receivables which may arise out of a related Contract,
nor shall it be obligated to perform any of the  obligations of the  Subservicer
hereunder.

         Section 6.3. Subservicing  Expenses.  The Subservicer shall be required
                      ----------------------
to pay for all  expenses  incurred by the  Subservicer  in  connection  with its
activities  hereunder  (including  any payments to  accountants,  counsel or any
other  Person)  and  shall  not be  entitled  to any  payment  or  reimbursement
therefor.

         Section  6.4.  Subservicer  Not to Resign.  The  Subservicer  shall not
                        --------------------------
resign from the duties and responsibilities  hereunder except upon determination
that (a) the performance of its duties hereunder has become  impermissible under
applicable law and (b) there is no reasonable action which the Subservicer could
take  to  make  the  performance  of  its  duties  hereunder  permissible  under
applicable law evidenced as to clause (a) above by an opinion of counsel to such
effect delivered to the Purchaser.

         Section  6.5.  Authorization  of  the  Purchaser.   The  Seller  hereby
                        ---------------------------------
acknowledges  that the Purchaser  (including  any of its successors or assigns),
shall retain the authority to take any and all reasonable  steps in its name and
on its behalf  necessary or desirable in the  determination  of the Purchaser to
collect  all amounts due under any and all  Purchased  Receivables,  process all
Collections,  commence  proceedings  with respect to  enforcing  payment of such
Purchased  Receivables  and the related  Contracts,  and adjusting,  settling or
compromising  the  account or payment  thereof.  The Seller  shall  furnish  the
Purchaser  (and any  successors  thereto)  with any powers of attorney and other
documents  necessary  or  appropriate  to enable the  Purchaser to carry out its
servicing and  administrative  duties under this Agreement,  and shall cooperate
with  the  Purchaser  to  the  fullest   extent  in  order  to  facilitate   the
collectibility of the Purchased Receivables.


                     ARTICLE VII - EVENTS OF SELLER DEFAULT

         Section 7.1. Events of Seller Default.  If any of the following  events
                      ------------------------
(each, an "Event of Seller Default") shall occur and be continuing:

         (a) The Seller (either as Seller or Subservicer)  shall materially fail
to  perform  or  observe  any term,  covenant  or  agreement  contained  in this
Agreement;

         (b) The Seller,  Avery  Communications,  Inc. or Thurston  Group,  Inc.
defaults:  (i) whether as primary or  secondary  obligor,  in the payment of any
principal or interest on any obligation for borrowed money beyond any applicable
grace  period or, if such  obligation  is  payable on demand,  fails to pay such
obligation  upon demand;  or (ii) in the  observance  of any  covenant,  term or
condition contained in any agreement, if the effect of such default is to cause,
or to permit any other party to such  obligation  to cause,  all or part of such
obligation to become due before its stated maturity;

         (c) An  Insolvency  Event  shall  have  occurred  and,  other than with
respect to any voluntary  Insolvency Event initiated or instituted by the Seller
or an  Affiliate,  which  has not been  cured  within  thirty  (60) days of such
Insolvency Event;

         (d)  There  is a  material  breach  of any of the  representations  and
warranties  of the  Seller as stated in  Sections  4.1 or 4.2 that has  remained
uncured  for a period of 30 days,  or, as such breach may pertain to a Purchased
Receivable, has not been cured pursuant to Section 4.4;

         (e) Any Governmental  Authority shall file notice of a lien with regard
to any of the assets of the Seller or with  regard to the  Seller  that  remains
undischarged for a period of 45 days;


<PAGE>

         (f) As of the first day of any respective  month, the average Net Value
of  Purchased   Receivables  that  became  Defaulted   Receivables  or  Rejected
Receivables  during the prior three month  period  shall exceed 10.0% of the Net
Value of all  Purchased  Receivables  then owned by the  Purchaser at the end of
each of such three months;

         (g) This Agreement  shall for any reason cease to evidence the transfer
to the Purchaser (or its  assignees or  transferees)  of the legal and equitable
title to, and ownership of, the Purchased Receivables;

         (h) The  termination  for any  reason  whatsoever  of any  Billing  and
Collection  Agreement  between  Seller and any Payor that is  obligated  to make
payments in respect of  Purchased  Receivables  then owned or held by  Purchaser
absent (i) the  consummation of a substitute  Billing and Collections  Agreement
with such Payor within ten Business Days of the termination thereof, or (ii) the
repurchase by Seller from Purchaser of all of such Payor's Purchased Receivables
within ten Business Days of the termination thereof, and/or, any invoice due and
owing by the Seller relating to any Billing and Collection  Agreement has become
more than thirty days' past due; provided,  however,  no Event of Seller Default
shall  be  deemed  to  have  occurred  hereunder  if a  local  exchange  carrier
unilaterally  terminates  a Billing  and  Collection  Agreement  and there is no
material adverse effect resulting therefrom; or

         (i)  The  amount  deposited  hereunder  (net  of  withdrawals  required
hereunder)  in the Seller Credit  Reserve  Account has remained at less than the
Specified Credit Reserve Balance for fourteen consecutive days;

then and in any such event,  the Purchaser  may, by written notice to the Seller
declare that an Event of Seller Default shall have occurred and, the Termination
Date shall forthwith  occur,  without  demand,  protest or further notice of any
kind, and the Purchaser  shall make no further  Purchases  from the Seller.  The
Purchaser,  in addition to all other rights and remedies  under this  Agreement,
shall  retain all other  rights and  remedies  provided  under the UCC and other
applicable law, which rights shall be cumulative.


              ARTICLE VIII - INDEMNIFICATION AND SECURITY INTEREST

         Section 8.1.  Indemnities by the Seller. (a) Without limiting any other
                       -------------------------
rights that the  Purchaser or any  director,  officer,  employee or agent of the
Purchaser (each an  "Indemnified  Party") may have under this Agreement or under
applicable  law, the Seller hereby agrees to indemnify  each  Indemnified  Party
from and against any and all claims, losses, liabilities,  obligations, damages,
penalties,  actions,  judgments,  suits,  and related  costs and expenses of any
nature whatsoever,  including reasonable  attorneys' fees and disbursements (all
of the foregoing being collectively referred to as "Indemnified  Amounts") which
may be imposed on, incurred by or asserted  against an Indemnified  Party in any
way  arising  out of or  relating  to this  Agreement  or the  ownership  of the
Purchased  Receivables  or  in  respect  of  any  Receivable  or  any  Contract,
excluding,  however,  Indemnified  Amounts  to the extent  resulting  from gross
negligence or willful misconduct on the part of any Indemnified Party.

         (b) Any Indemnified Amounts subject to the  indemnification  provisions
of this Section shall be paid to the Indemnified Party within five Business Days
following demand therefor, together with interest at the lesser of 12% per annum
or the  highest  rate  permitted  by law  from  the  date  of  demand  for  such
Indemnified Amount.

         Section  8.2  Security  Interest.  The  Seller  hereby  grants  to  the
                       ------------------
Purchaser a first priority  perfected security interest in the Seller's Customer
Base,  including  but not  limited  to, all past,  present  and future  customer
contracts, lists, agreements, LOA's or arrangements relating thereto; all of the
Seller's  right,  title  and  interest  in,  to and  under  all of the  Seller's
Receivables  not  sold to the  Purchaser  hereunder,  including  all  rights  to
payments under any related Contracts,  contract rights, instruments,  documents,


<PAGE>

chattel paper,  general  intangibles,  LOA's or other agreements with all Payors
and all the Collections,  Records and proceeds thereof; any other obligations or
rights of Seller to receive any payments in money or kind;  all cash or non-cash
proceeds of the foregoing; all of the right, title and interest of the Seller in
and with respect to the goods,  services or other property which gave rise to or
which  secure  any of the  foregoing  as  security  for the timely  payment  and
performance of any and all obligations the Seller or the Subservicer may owe the
Purchaser  under  Sections 2.3, 4.4, 5.3, 8.1, 9.4 and any  applicable  Purchase
Commitment  Fees and/or  Termination  Fee,  but  excluding  recourse  for unpaid
Purchased  Receivables.  This Section 8.2 shall constitute a security  agreement
under the UCC and any other  applicable  law and the  Purchaser  shall  have the
rights and remedies of a secured party thereunder.  Such security interest shall
be further  evidenced  by Seller's  execution  of  appropriate  UCC-1  financing
statements  prepared by and acceptable to the Purchaser,  and such other further
assurances that may be reasonably requested by the Purchaser from time to time.


                           ARTICLE IX - MISCELLANEOUS

         Section 9.1. Notices, Etc. All written notices required hereunder shall
                      ------------
be mailed or  telecommunicated,  or  delivered as to each party  hereto,  at its
address set forth under its name on the signature  pages hereof or at such other
address as shall be  designated  by such party in a written  notice to the other
parties hereto. All such notices and communications shall not be effective until
received by the party to whom such notice or communication is addressed.

         Section 9.2. Remedies. No failure or delay on the part of the Purchaser
                      --------
to exercise  any right  hereunder  shall  operate as a waiver or partial  waiver
thereof.  The remedies  herein  provided are cumulative and not exclusive of any
remedies provided by law.

         Section 9.3.  Binding  Effect;  Assignability.  This Agreement shall be
                       ---------------
binding  upon and inure to the  benefit  of the  Seller,  the  Subservicer,  the
Purchaser and their  respective  successors and permitted  assigns.  Neither the
Seller  nor the  Subservicer  may assign  any of their  rights  and  obligations
hereunder  or any  interest  herein  without  the prior  written  consent of the
Purchaser.  The Purchaser may, at any time, without the consent of the Seller or
the Subservicer,  assign any of its rights and obligations hereunder or interest
herein to any Person.  Without  limiting the  generality of the  foregoing,  the
Seller acknowledges that the Purchaser has assigned its rights hereunder for the
benefit of third  parties.  The Seller does hereby  further agree to execute and
deliver to the Purchaser all documents and amendments presented to the Seller by
the  Purchaser  in  order to  effectuate  the  assignment  by the  Purchaser  in
furtherance of this Section 9.3 consistent with the terms and provisions of this
Agreement. This Agreement shall create and constitute the continuing obligations
of the parties  hereto in  accordance  with its terms,  and shall remain in full
force and effect until its termination;  provided,  that the rights and remedies
                                         --------
with respect to any breach of any representation and warranty made by the Seller
pursuant to Article IV and the indemnification and payment provisions of Article
VIII shall be continuing and shall survive any termination of this Agreement.

         Section 9.4. Costs,  Expenses and Taxes.  (a) In addition to the rights
                      --------------------------
of indemnification under Article VIII, the Seller agrees to pay upon demand, all
reasonable  costs and expenses in connection  with this  Agreement and the other
documents to be delivered  hereunder,  including,  without limitation:  (i) four
periodic audits of the Seller per year and the modification or amendment of this
Agreement;  (ii) the reasonable fees and  out-of-pocket  expenses of counsel for
the  Purchaser  with respect to (A) advising the  Purchaser as to its rights and
remedies  under  this  Agreement  or  (B)  the  enforcement   (whether   through
negotiations,  legal  proceedings  or otherwise) of this  Agreement or the other
documents to be delivered  hereunder;  (iii) any and all accrued Program Fee and
amounts related thereto not yet paid to the Purchaser; (iv) any and all Purchase
Commitment Fees and amounts  related thereto not yet paid to the Purchaser;  (v)
any and all Termination Fees and amounts related thereto, if applicable, and not
yet paid to the Purchaser;  and (vi) any and all stamp,  sales, excise and other
taxes and fees  payable  or  determined  to be payable  in  connection  with the
execution,  delivery,  filing  or  recording  of  this  Agreement  or the  other


<PAGE>

agreements and documents to be delivered hereunder,  and agrees to indemnify and
save each  Indemnified  Party  from and  against  any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
and fees.

         (b) If the Seller or the  Subservicer  fails to pay any Lockbox Account
fees or other charges or debits related to such  accounts,  or to pay or perform
any agreement or obligation  contained under this  Agreement,  the Purchaser may
pay  or  perform,  or  cause  payment  or  performance  of,  such  agreement  or
obligation,  and the expenses of the Purchaser incurred in connection  therewith
shall be payable by the party which has failed to so perform.

         Section 9.5. Amendments; Waivers; Consents. No modification,  amendment
                      -----------------------------
or waiver of, or with respect to, any provision of this Agreement or the Related
Documents,  shall be effective  unless it shall be in writing and signed by each
of the parties hereto.  This Agreement,  the Related Documents and the documents
referred  to  therein  embody  the  entire  agreement  among  the  Seller,   the
Subservicer  and  the  Purchaser,   and  supersede  all  prior   agreements  and
understandings relating to the subject hereof, whether written or oral.

         Section 9.6.  GOVERNING LAW;  CONSENT TO  JURISDICTION;  WAIVER OF JURY
                       ---------------------------------------------------------
TRIAL.  (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
-----
THE INTERNAL  LAWS (AS OPPOSED TO CONFLICT OF LAWS  PROVISIONS)  OF THE STATE OF
OHIO,  EXCEPT TO THE EXTENT THAT THE VALIDITY OR  PERFECTION OF THE INTERESTS OF
THE PURCHASER IN THE PURCHASED  RECEIVABLES OR REMEDIES HEREUNDER OR THEREUNDER,
IN RESPECT  THEREOF,  ARE GOVERNED BY THE LAWS OF A JURISDICTION  OTHER THAN THE
STATE OF OHIO.

         (b) THE  SELLER  AND THE  SUBSERVICER  HEREBY  SUBMIT TO THE  EXCLUSIVE
JURISDICTION  OF THE COURTS OF THE STATE OF OHIO AND THE UNITED STATES  DISTRICT
COURT LOCATED IN THE SOUTHERN DISTRICT OF OHIO, AND EACH WAIVES PERSONAL SERVICE
OF ANY AND ALL PROCESS UPON IT AND CONSENTS  THAT ALL SUCH SERVICE OF PROCESS BE
MADE BY REGISTERED  MAIL DIRECTED TO THE ADDRESS SET FORTH ON THE SIGNATURE PAGE
HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE  COMPLETED  FIVE DAYS AFTER THE
SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS,  POSTAGE  PREPAID.  THE SELLER
AND THE  SUBSERVICER  EACH  HEREBY  WAIVES  ANY  OBJECTION  BASED ON  FORUM  NON
CONVENIENS,  AND ANY OBJECTION TO VENUE OF ANY ACTION  INSTITUTED  HEREUNDER AND
CONSENTS  TO THE  GRANTING  OF SUCH  LEGAL  OR  EQUITABLE  RELIEF  AS IS  DEEMED
APPROPRIATE BY THE COURT.  NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF THE
PURCHASER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR AFFECT
THE RIGHT OF THE PURCHASER TO BRING ANY ACTION OR PROCEEDING  AGAINST THE SELLER
OR ITS PROPERTY,  OR THE  SUBSERVICER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION.  THE  SELLER  AND THE  SUBSERVICER  EACH  HEREBY  AGREE  THAT  THE
EXCLUSIVE AND APPROPRIATE FORUMS FOR ANY DISPUTE HEREUNDER ARE THE COURTS OF THE
STATE OF OHIO AND THE UNITED  STATES  DISTRICT  COURT  LOCATED  IN THE  SOUTHERN
DISTRICT OF OHIO AND AGREE NOT TO INSTITUTE ANY ACTION IN ANY OTHER FORUM.

         (c) THE SELLER,  AND THE  SUBSERVICER  EACH HEREBY  WAIVES ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,  WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH,  RELATED TO, OR IN CONNECTION
WITH THIS AGREEMENT.  INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN
A BENCH TRIAL WITHOUT A JURY.

         Section 9.7.  Execution in Counterparts;  Severability.  This Agreement
                       ----------------------------------------
may be  executed in any number of  counterparts,  each of which when so executed
shall be deemed to be an  original  and all of


<PAGE>

which when taken together shall  constitute one and the same agreement.  In case
any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction,  the validity, legality and enforceability of
the remaining  provisions or obligations,  or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.

         Section 9.8. Confidentiality. The Seller understands and agrees to keep
                      ---------------
confidential, and shall cause its respective directors, officers,  shareholders,
employees,  agents,  and attorneys to keep confidential the terms and conditions
of this  Agreement,  all documents  referenced  herein and the respective  terms
thereof,  and any communication  between the parties regarding this Agreement or
the services to be provided hereunder hereby,  except to the extent that (a) any
party  makes  any  disclosure  to  his  or  its  auditors,  attorneys  or  other
professional  advisors,  (b) any  disclosure  is  otherwise  required  by law or
pursuant to any rule or regulation of any federal,  state or other  governmental
authority or  regulatory  agency,  provided that Seller  provides  prior written
notice  thereof or (c) the Seller is in receipt of the prior written  consent of
Purchaser  with  respect  to any  compromise  by Seller  of the  confidentiality
contemplated hereunder. Seller further understands and agrees that the violation
by the Seller or its agents of the foregoing shall entitle the Purchaser, at its
option,  to obtain  injunctive  relief without a showing of irreparable  harm or
injury and without bond.


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         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.

                         HBS BILLING SERVICES COMPANY, as Seller and Subservicer


                         By:               s / Thomas C. Ratchford
                                ------------------------------------------------
                         Name:             Thomas C. Ratchford
                         Title:            Vice President

                         Address at which the chief executive office is located:

                         Address: 4242 Medical Drive, #2100
                                  San Antonio, Texas  78229
                         Attention:             Patrick J. Haynes
                         Phone number:          800-604-4653
                         Telecopier number:     210-593-9810


                         ACI BILLING SERVICES, INC.


                         By:               s / Thomas C. Ratchford
                                ------------------------------------------------
                         Name:             Thomas C. Ratchford
                         Title:            Vice President

                         Address at which the chief executive office is located:

                         Address: Michael J. Labedz
                                  190 south LaSalle Street
                                  Chicago, Illinois   60603
                         Attention:                 Michael J. Labedz
                         Phone number:              312-419-0077
                         Telecopier number:         312-419-0172


                         RFC CAPITAL CORPORATION


                         By:               s / Jeffrey A. Martin
                                ------------------------------------------------
                         Name:             Jeffrey A. Martin
                         Title:            Vice President

                         Address: 130 East Chestnut Street
                                  Suite 400
                                  Columbus, OH  43215
                         Attention:             Jeffrey A. Martin
                         Phone number:          (614) 229-7979
                         Telecopier number:     (614) 229-7980

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