EXHIBIT 10.2

                        MANUFACTURING SERVICES AGREEMENT

                 ELCOTEL, INC. & TECHNOLOGY SERVICE GROUP, INC.

THIS  MANUFACTURING  AGREEMENT (this  "Agreement") is made as of the 26th day of
September, 1997 (the "Effective Date") by and between Elcotel, Inc. (hereinafter
referred to as "Elcotel") and Technology Service Group, Inc.
(hereinafter referred to as "TSG").

1    Consideration.  The parties are  entering  into this  Agreement  for and in
     consideration of the mutual  covenants  contained herein and other good and
     valuable  consideration,  the receipt and  sufficiency  of which are hereby
     acknowledged.

2    Background.  Elcotel and TSG have  entered  into an  Agreement  and Plan of
     Merger dated as of August 13, 1997 (the "Merger  Agreement")  providing for
     the merger of a wholly-owned subsidiary of Elcotel into TSG (the "Merger").
     As a result of the Merger Agreement,  TSG has canceled plans to move into a
     new facility in Alpharetta,  GA that would provide additional manufacturing
     capacity for TSG since  Elcotel has  adequate  space to  accommodate  TSG's
     manufacturing needs after the Merger. In entering into this Agreement,  the
     parties  wish to  provide  for the  possibility  that the Merger may not be
     consummated,  with the  result  that  TSG  would  be left  with  inadequate
     manufacturing   capacity  until  it  could  negotiate  a  lease  on  a  new
     manufacturing facility.

3    Compensation.  In the event that the Merger is not consummated  (other than
     by  reason of a breach  of the  Merger  Agreement  by TSG,  because  of the
     failure of TSG's stockholders to approve the Merger, or by mutual agreement
     by the  parties),  Elcotel shall pay to TSG as  reimbursement  for expenses
     that TSG will incur in establishing a manufacturing facility to replace the
     Alpharetta facility,  the lesser of one hundred thousand dollars ($100,000)
     or the sum of (i) TSG's actual costs  incurred in locating a new  facility;
     (ii) the  difference in annual rent between the  Alpharetta  facility and a
     replacement  facility  for a  five-year  term;  (iii) the  actual  costs of
     leasehold  improvements paid for by TSG and not covered by the rental rate;
     and (iv) any losses actually  incurred by TSG relating to the subleasing of
     the Alpharetta  facility (such as unreimbursed  leasehold expenses paid for
     by TSG). All such costs and losses shall be documented by TSG.

4    Elcotel's Responsibilities.

     4.1  Elcotel  will  assemble  and   manufacture   those  TSG  products  and
          components  listed on Exhibit A at  Elcotel's  facility  in  Sarasota,
          Florida  according  to TSG's  specifications  furnished to Elcotel for
          such purpose. A mutually agreed upon  implementation  schedule will be
          developed.  Additional  components  will  be  added  to  Exhibit  A as
          required.

     4.2  Elcotel warrants that TSG products manufactured and/or assembled by it
          will be free from 


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          defects in materials and workmanship  (other than materials  furnished
          by TSG) for a period of ninety  (90) days  after  delivery  thereof to
          TSG. Any products that do not conform to the foregoing warranty may be
          returned to Elcotel by TSG for credit. Elcotel shall repair and return
          to TSG, at Elcotel's expense, products that fail to meet the foregoing
          warranty.

     4.3  In the event of the  termination  of this  Agreement  Elcotel shall at
          TSG's   expense   and   direction   return   and/or   dispose  of  all
          specifications,  drawings, manuals, and other tangible items furnished
          by TSG to Elcotel to assist it in manufacturing  and/or assembling TSG
          products  and all unused TSG  inventory  then  remaining  at Elcotel's
          facility.

5    TSG's Responsibilities.

     5.1  TSG shall furnish to Elcotel such  specifications,  drawings,  manuals
          and the like as are  reasonably  required  by Elcotel  to  manufacture
          and/or assemble the TSG products.

     5.2  TSG  shall  provide  Elcotel  on a timely  basis  with the  parts  and
          components required to assemble TSG's products.

     5.3  Any inventory of parts or components furnished by TSG to Elcotel shall
          be on a  consignment  basis and shall at all times remain the property
          of TSG.

     5.4  TSG will supply the  manufacturing  equipment  to Elcotel as listed on
          Exhibit B which shall also at all times remain the property of TSG.

     5.5  TSG shall pay the freight on shipments of inventory  and  equipment to
          Elcotel  and  on  shipment  to  TSG of  products  manufactured  and/or
          assembled by Elcotel.

6    Acceptance  Testing.  TSG shall perform incoming inspection of all products
     shipped to it by Elcotel and shall  retain the right  reject  products  for
     return and repair. This inspection will be performed on a lot by lot basis.

7    Pricing and Payment.

     7.1  Elcotel  shall charge TSG for labor and  overhead at current  costs as
          documented on TSG's bills of materials.

     7.2  TSG shall pay Elcotel for products net thirty (30) days after  receipt
          of an invoice therefor.

8    Risk of Loss.

     8.1  The  risk of loss  of  inventory  and  equipment  furnished  by TSG to
          Elcotel  shall pass to Elcotel  upon  delivery to  Elcotel's  Sarasota
          manufacturing facility.

     8.2  Risk of loss of TSG products  manufactured and/or assembled by Elcotel
          shall  pass to TSG upon  delivery  to TSG  F.O.B.  Elcotel's  place of
          manufacture in Sarasota, Florida.


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9    Term & Termination.

     9.1  This  Agreement  shall  commence on the date hereof and shall continue
          until the  earlier to occur of the  consummation  of the Merger or the
          first  anniversary  of the date  Elcotel  first  becomes  obligated to
          provide manufacturing services to TSG hereunder.

     9.2  If either party shall breach any term,  condition or provision of this
          Agreement  and if the  breaching  party shall fail to cure such breach
          within thirty (30) days after receipt from the other party of a notice
          of such breach,  the non-breaching  party may terminate this Agreement
          by written  notice to the other  party  and/or  may pursue  such other
          remedies as are available to it under applicable law. However,  if the
          type of breach is one that cannot be cured within a thirty-day period,
          then such breach  shall be deemed to be cured if the  breaching  party
          within the thirty-day period shall have in good faith commenced a cure
          and shall  continue  thereafter  with all due diligence to effect such
          cure and in fact does so complete the cure with all due diligence.

10   Confidentiality. The confidentiality agreement between the parties dated as
     of February 27, 1997 entered into in connection with  negotiations  for the
     Merger  shall  continue  in full force and effect for the  duration of this
     Agreement and for three (3) years thereafter.

11   Limitation of Liability

     11.1 NEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS
          UNDER  THIS  AGREEMENT  OR  OTHERWISE  FOR  CONSEQUENTIAL,  EXEMPLARY,
          SPECIAL, INCIDENTAL,  INDIRECT OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN
          ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     11.2 EXCEPT  AS  EXPRESSLY  STATED  HEREIN,  ELCOTEL  DISCLAIMS  ALL  OTHER
          WARRANTIES,  EXPRESS  OR  IMPLIED,  ARISING  BY  OPERATION  OF  LAW OR
          OTHERWISE,  WITH RESPECT TO TSG PRODUCTS MANUFACTURED AND/OR ASSEMBLED
          BY ELCOTEL,  INCLUDING,  BUT NOT  LIMITED TO ANY  IMPLIED  WARRANTY OF
          MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12   Arbitration.

     12.1 Except  as  otherwise   provided   below,   this   Agreement  and  any
          controversy,   claim  or  dispute  between  the  parties  directly  or
          indirectly  concerning  this  Agreement  or the  breach  hereof or the
          subject matter hereof,  including  questions  concerning the scope and
          applicability   of  this  Section  12  shall  be  finally  settled  by
          arbitration held in Atlanta, Georgia in accordance with the provisions
          of this Section and the rules of commercial  arbitration then followed
          by  the  American  Arbitration  Association  or any  successor  to the
          functions thereof.

     12.2 The  arbitrators  shall be chosen in  accordance  with such  rules.  A
          majority  of the  arbitrators  shall have the right and  authority  to
          determine  how their  decision  or  determination  as to each issue or
          matter in dispute may be  implemented  or  enforced.  Any  decision or
          award of a majority of the  arbitrators  shall be final and conclusive
          on the  parties  to this  Agreement,  and  there  shall  be no  appeal
          therefrom other than for fraud or willful misconduct.  Notwithstanding
          anything herein to the contrary,  no arbitrator in any such proceeding
          shall


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          have  authority or power to (a) modify or alter any express  condition
          or provision  hereof by an award or otherwise;  (b) award  punitive or
          exemplary damages for or against any party to any such proceeding;  or
          (c) award any damages expressly excluded under this Agreement.

     12.3 The parties hereto agree that an action to compel arbitration pursuant
          to this Agreement may be brought in the appropriate court of the State
          of  Georgia.   Application   may  also  be  made  to  such  court  for
          confirmation   of  any   decision  or  award  of  a  majority  of  the
          arbitrators,  for an order of  enforcement  and for any other remedies
          that may be necessary to effectuate  such  decision or award.  Each of
          the  parties  hereto  hereby  consents  to  the  jurisdiction  of  the
          arbitrators  and  of  such  court  and  waives  any  objection  to the
          jurisdiction of such arbitrators and court.

     12.4 Notwithstanding anything contained herein to the contrary, the parties
          hereby  agree  that this  Section  12 shall  not  apply to any  action
          brought by a party seeking an injunction or other equitable relief.

     12.5 In any controversy,  claim or dispute subject to arbitration under the
          terms of this Section 12, the parties  shall pay the fees and expenses
          of the  arbitrators  in  accordance  with any  decision  or award of a
          majority of the arbitrators.

13   Force Majeure.  Neither party shall be liable to the other party  hereunder
     for  non-performance  or delay in the  performance  of any of the terms and
     conditions of this Agreement if such  non-performance or delay is caused by
     circumstances beyond its control,  which circumstances,  however, shall not
     include lack of funds.

14   Notices. All notices required or permitted under this Agreement shall be in
     writing and shall be deemed given to a party either (a) when hand delivered
     to such party;  (b) when  deposited with a  nationally-recognized  delivery
     service with instructions to provide  next-business-day  delivery and proof
     of  delivery  to such  party;  or (c) when sent to such party by  facsimile
     transmission as follows:

         If to Elcotel at:                 If to TSG at:
               6428 Parkland Drive               20 Mansell Court East Suite 200
               Sarasota, Florida 34243           Roswell, Georgia 30076
               Attention: President              Attention: President
               Fax #: (941) 751-4716             Fax #: (770) 641-7528

     or to such other  address of a party as such party may by notice  hereunder
     designate to the other party.

15   Instruments.  All instruments such as purchase orders,  order  acceptances,
     confirmations, invoices and the like used in connection with this Agreement
     shall  be for the sole  purpose  of  describing,  defining  or  identifying
     Products, quantities, prices, amounts due, delivery dates and destinations,
     and to this extent only are  incorporated  into this Agreement.  All of the
     printed or other terms on the front and reverse side of any such instrument
     shall be void and of no force or effect.


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16   Severability.  If any provision or part of a provision of this Agreement is
     finally  declared to be invalid by any tribunal of competent  jurisdiction,
     such part shall be deemed automatically  adjusted,  if possible, to conform
     to the requirements for validity,  but, if such adjustment is not possible,
     it shall be deemed  deleted from this Agreement as though it had never been
     included  herein.  In either case, the balance of any such provision and of
     this Agreement shall remain in full force and effect.  Notwithstanding  the
     foregoing, however, no provision shall be severed if it is clearly apparent
     under the  circumstances  that either or both of the parties would not have
     entered into this Agreement without such provision.

17   Survival.

     The expiration or earlier  termination of this Agreement  shall not relieve
     (i) Elcotel of its warranty  hereunder,  (ii) TSG of the  obligation to pay
     for conforming  products shipped prior to termination or (iii) either party
     of its obligations of confidentiality as provided herein.

18   Relationship.  The  relationship  between  the  parties  shall  be  that of
     independent  contractors,  and nothing contained in this Agreement shall be
     construed to constitute either party as a partner, employee, joint venturer
     or agent of the other.  Neither  party shall have the authority to bind the
     other  in  any  manner  without  the  other's  prior  written  consent  and
     authorization.

19   Miscellaneous.

     19.1 This  Agreement  together  with  Exhibits A and B contains  the entire
          understanding  of the parties on the subject  matter  hereof except as
          otherwise expressly  contemplated  herein; shall not be amended except
          by written  agreement of the parties signed by each of them;  shall be
          binding  upon and  inure  to the  benefit  of the  parties  and  their
          successors  and  permitted  assigns;  may be  executed  in one or more
          counterparts each of which shall be deemed an original hereof, but all
          of which shall  constitute but one and the same  agreement;  and shall
          not be assignable by a party without the prior written  consent of the
          other party.

     19.2 The words "herein," "hereof,"  "hereunder,"  "hereby,"  "herewith" and
          words of similar import when used in this Agreement shall be construed
          to refer to this Agreement as a whole. The word "including" shall mean
          including, but not limited to any one or more enumerated items.

     19.3 "Best  Efforts  means that the  obligated  party is required to make a
          diligent,  reasonable  good  faith  effort to  accomplish  the  stated
          objective.  The obligated  party is not,  however,  required to expend
          funds or incur liabilities and is not required to act in a manner that
          would  be  contrary  to  normal  commercial   practices  in  order  to
          accomplish  the  objective.   The  fact  that  the  objective  is  not
          accomplished  is not by itself an indication  that the obligated party
          did not in fact use its Best Efforts.

     19.4 "Business  Day"  means  a day  that  is not a  Saturday,  Sunday  or a
          statutory or civic  holiday in the state of Florida,  or any other day
          on which the  principal  office of either  party is closed or  becomes
          closed  prior to 2:00 p.m.  local  time,  whether in  accordance  with
          established  company  policy or as a result of  unanticipated  events,
          including adverse weather conditions.


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     19.5 Each  provision of this Agreement  shall be  interpreted  and enforced
          without  the aid of any  canon,  custom  or rule of law  requiring  or
          suggestion  construction  against  the party  drafting  or causing the
          drafting of such provision.

     19.6 No  representation,  affirmation  of fact,  course of prior  dealings,
          promise or condition in connection  herewith or usage of the trade not
          expressly incorporated herein shall be binding on the parties.

     19.7 The failure by a party to insist upon strict compliance with any term,
          covenant or  condition,  or to exercise  any right,  contained  herein
          shall not be  deemed a waiver of such  term,  covenant,  condition  or
          right;  and  no  waiver  or  relinquishment  of  any  term,  covenant,
          condition  or right at any one or more times  shall be deemed a waiver
          or relinquishment thereof at any other time or times.

     19.8 The captions of the  paragraphs  herein are for  convenience  only and
          shall not be used to construe or interpret this Agreement.

     19.9 This Agreement shall not confer any rights or remedies upon any person
          other than the parties and their  respective  successors and permitted
          assigns.

20   Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance  with the domestic laws of the State of Georgia  without  giving
     effect to any choice of law or conflict of law  provision or rule  (whether
     of the State of Georgia or of any other  jurisdiction) that would cause the
     application  hereto of the laws of any jurisdiction other than the State of
     Georgia.

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by
their  duly  authorized  representatives  as of the day  and  year  first  above
written.

Elcotel, Inc.                              Technology Service Group, Inc.

By: /s/ Tracey L. Gray                       By: /s/ Vincent C. Bisceglia
   ------------------------------------        ---------------------------------
    Tracey L. Gray                           Vincent C. Bisceglia
    President & Chief Operating Officer      President & Chief Executive Officer



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                                                                       EXHIBIT A

                     LISTING OF TSG PRODUCTS AND COMPONENTS
                              TO BE MANUFACTURED AT
                                     ELCOTEL

Item

UBX C Cash Box Switch

Hookswitch Assembly

GC Dial UCD Assembly

DC Dial UCD Assembly

Note:  This  listing  may  be  increased  to  include  additional  products  and
components


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                                                                       EXHIBIT B

                     LISTING OF TSG MANUFACTURING EQUIPMENT
                                 TO BE LOANED TO
                                     ELCOTEL

Item

1.   Reed Switch Forming Fixture Consisting of:

     a.   Sony Monitor
     b.   Camera
     c.   Lights
     d.   Pneumatic Switch Forming Fixture
     e.   Lead Straightener

2.   Microscope and Base with Light Adapter - Bausch & Lomb

3.   Two Reed Switch Assembly Stations with Vacuum Pumps

4.   Gauss Meter and Fixture with Holding Tool

5.   Manual Sleeve Press for Mounting Screws

6.   UBX Final Test Station:

     *    a.   Holding Block for UBX with Test Strip
          b.   Lower Phone Housing with Cash Box Test Fixture

*    Have two more in Orange, will ship when we complete assembly.

Note: This list may be increased to include additional equipment


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