NBD Bank
701 First National Building
Detroit, Michigan 48226
Phone 3 13-225-4378
FAX 313-962-2326


Mary Lu D. Cramer
Vice President
NBD Business Finance


November 1, 1996




Data Systems Network Corporation

34705 W. Twelve Mile Road

Suite 300

Farmington Hills, MI     48331





Gentlemen:
This letter will constitute an amendment to our Restated Business 
Financing Agreement-Secured Credit Agreement (Accounts Receivable 
and Inventory) dated as of June 30, 1992 and amended by that certain 
letter agreement dated February 1, 1995. Paragraph 2 reads, in part, 
as follows: "...Lender, in its sole discretion, will lend to Borrower, on the 
terms described in this Agreement, up to the principal sum of- (a) up to 
85% of the net amount of "eligible" receivables (as determined in 
accordance with Paragraph 9 below); and (b) up to 25% of the lesser 
of the cost or market value, or whatever other reasonable valuation is 
set by Lender, of "eligible" Inventory (as determined in accordance with 
Paragraph 9 below).  The maximum principal amount to be advanced 
to Borrower under this line of credit will not exceed $7,500,000 at any 
one time outstanding, of which the maximum principal amount to be 
advanced against the security of eligible Inventory will not exceed 
$2,250,000, and of which the maximum principal amount to be 
advanced against the security of "eligible" Inventory constituting 
software will not exceed $300,000 at any one time outstanding.".
Effective this date, Paragraph 2 is amended, in part, to read as follows: 
"...Lender, in its sole discretion, will led to Borrower, on the terms 
described in this Agreement, up to the principal sum of.- (a) up to 85% 
or the net amount of "eligible" receivables (as determined in 
accordance with Paragraph 9 below)-, and (b) up to the sum of (i) 75% 
of the lesser of the cost or market value, or whatever other reasonable 
valuation is set by Lender, of "eligible" Inventory that is subject to 
repurchase by the seller thereof under written repurchase agreements 
satisfactory to Lender (as determined in accordance with Paragraph 9 
below ("Repurchase Inventory); (ii) up to 35% of the lesser of the cost 
or market value, or whatever Subsidiary of First Chicago NBD 
Corporation
Data Systems Network Corporation November 1, 1996 other 
reasonable valuation is set by Lender, of "eligible" software Inventory 
(as determined in accordance with Paragraph 9 below) ("Software 
Inventory") and (iii) up to 35% of the lesser of the cost or market value 
of all other "eligible" Inventory (as determined in accordance with 
Paragraph 9 below and after deducting from inventory an amount 
equal to the amount Borrower owes to IBM Credit and its affiliates and 
Borrower's Inventory reserve ("Other Inventory").  The maximum 
principal amount to be advanced to Borrower under this line of credit 
will not exceed $15,000,000 at any one time outstanding, of which the 
maximum principal amount to be advanced against the security of' 
eligible Inventory will not exceed $3,750,000, and of this $3,750,000 
amount, the maximum principal amount to be advanced against the 
security of all types of "eligible" Inventory consisting of Repurchase 
Inventory will not exceed $2,500,000 at any one time outstanding, and 
the maximum principal amount to be advanced against the security of 
"eligible" Inventory consisting of Software Inventory will not exceed 
$300,000 at any one time outstanding, and the maximum principal 
amount to be advanced against the security of "eligible" Inventory 
consisting or Other Inventory will not exceed $2,500,000 at any one 
time outstanding.".

Effective this date, the following Paragraph 2A is added immediately 
after Paragraph 2 and before Paragraph 3: "...2A Letter of Credit 
Facility. Lender agrees, in its sole discretion, to issue,, from time to 
time, Standby Letters of Credit ("S/L/C's") for Borrower's account.  The 
total face amount of the S/I./C's may not exceed $ 1 00,000 in the 
aggregate at ally one time outstanding. ]'he amount of all outstanding 
S/L/C plus the amount of outstanding advances under Paragraph 2, 
plus the amount of all draws under S/L/C's that have not been 
reimbursed to Lender, may not exceed the lesser of (i) $15,000,000 
and (ii) the borrowing base provided in Paragraph 2 above, less the 
face amount of all outstanding SLC's and the amount of all draws 
under SLC's that have not been reimbursed to Lender.  Borrower must 
execute I-ender standard documentation relating to S/L/C's ("SLC 
documents").  Each S/L/C must have an expiry date of not later than 
November 1, 1997.  Each S/L/C will accrue a commission at the per 
annum rate of 1.25% of the face amount of each S/L/C, payable in 
advance at the time of each issuance or extension.  In addition, 
Borrower must also pay all other usual and Customary fees charged by 
Lender in connection with the issuance of, amendments to, and draws 
under the S/L/C's.  All of Borrower's present and future obligations to 
Lender in connection with SLC's are secured by all collateral security 
heretofore, simultaneously herewith, or hereafter granted to Lender by 
Borrower for the purpose of securing any of Borrower's present or 
future obligations to Lender.  This collateral includes but is not limited 
to Receivables and Inventory.  If Borrower fails to make any payment 
due Lender under this




Agreement or the SLC documents, Lender may charge Borrower's loan 
account under the line of credit set forth in Paragraph 2 above or may 
debit such amounts from any of Borrower's accounts at Lender.".

Effective this date, Paragraph 3 reads, in part, as follows: "...The rate 
of interest to be charged on all advances, whether under this 
Agreement, any supplement, or otherwise ("Interest Rate") will be 3/4 
of one percentage point per annum higher than the prime per annum 
rate of interest adjusted on a daily basis.".

Effective this date, Paragraph 3 is amended, in part, to read as follows: 
" ...The rate of interest to be charged on all advances, whether under 
this Agreement, any supplement, or otherwise ("Interest Rate") will be 
1/4 of one percentage point per annum higher than the prime per 
annum rate of interest adjusted on a daily basis.".

Paragraph 6 reads, in part, as follows: "...Furthermore, all reasonable 
cost and expenses incurred by Lender or its agents in connection with 
this Agreement, including  the preparation and review of this 
Agreement and all related agreements and documents and all other 
obligations to Lender, shall be part of Borrower's obligations......

Effective this date, Paragraph 6 is amended, in part, to read as follows: 
"...Furthermore, all reasonable costs and expenses incurred by Lender 
or its agents in connection with this Agreement, including the 
preparation and review of this Agreement and all related agreements 
and documents, annual  collateral monitoring fee of $3,000 payable 
semiannually, and all other obligations to Lender, shall be part of 
Borrower's obligations..."

Effective this date, Paragraph 9 (b) (ii) is amended in its entirety to 
read as follows: "...if 50% or more of the total Receivables from a 
Customer are more than 90 days old (based on the billing date) or if 
50% or more of the total Receivables from the State of Michigan are 
more than 120 days old (based on the billing date); ".

Effective this date, Paragraph 15 is amended by the inclusion of 0) 
which will read as follows: "...if Borrower does not maintain its Tangible 
Net Worth, defined as all assets which, under GAAP would appear on 
its balance sheet, but excluding intangible items such as goodwill, 
treasury shares, reserves, patents, trademarks, research and 
development expenses and the like, and excluding any write-up or 
increase in the book value of assets resulting from a reevaluation 
thereof (except with respect to inventory on account of the standard 
costing system), a change in accounting methods, standards, practices 
or rules, or for any other reason, less total liabilities, at not less than 
$1,900,000 and increasing by $500,000 at each fiscal year thereafter.".



Paragraph 18 reads, in part, as follows: "...The Borrower shall be 
obligated to pay a prepayment premium if Borrower makes a 
prepayment of all or substantially all (more than 50%) of the principal 
then outstanding, accrued interest and other obligations due Lender by 
Borrower at any time other than the anniversary of this Agreement

Effective this date, Paragraph 18 is amended, in part, to read as 
follows: " The Borrower shall be obligated to pay a prepayment 
premium if Borrower makes a prepayment of all of the principal then 
outstanding, accrued interest and other obligations due Lender by 
Borrower at any time other than the anniversary of this Agreement.".

Simultaneously with the execution of this letter, Borrower must pay 
NBD Bank a $ 1 0,000 facility fee.

All other provisions and covenants contained in the Restated Business 
Financing Agreement Secured Credit Agreement ( Accounts 
Receivable and Inventory) and all related loan documents remain in full 
force and effect and unchanged.

Kindly acknowledge your acceptance of the foregoing by signing in the 
space provided below and return two copies of this letter to the 
undersigned.


Very truly yours,



Mary Lu Cramer                                       Mark W. Widawski
Vice President                                       First Vice President


The foregoing is hereby 
acknowledged and 
agreed to:

DATA SYSTEMS 
NETWORK 
CORPORATION



By:      Philip M. Goy 
Vice President Finance 
Chief Financial Officer