AGREEMENT FOR WHOLESALE FINANCING FOR
                       MICROAGE COMMERCIAL CREDIT DEALERS

                       (SECURITY AGREEMENT - ARBITRATION)

     This Agreement for Wholesale Financing ("Agreement") is made as of February
26, 1997 between Deutsch  Financial  Services  Corporation  ("DFS") and Business
Technologies Systems, Inc. a Corporation,  ("Dealer"), having principal place of
business located at 4100 N. Powerline Road, Ste. P-6, Pompano Beach, FL 33073.

     Extension of Credit. Dealer is a computer reseller that has entered into an
     agreement with MicroAge  Computer  Centers,  Inc.  ("MCCI")  Subject to the
     terms of this Agreement,  DFS may extend credit to Dealer from time to time
     to purchase inventory from MCCI and other DFS approved vendors  ("Vendors")
     and for other purposes.  If DFS advances funds to Dealer following Dealer's
     execution of this  Agreement,  DFS will be deemed to have entered into this
     Agreement  with Dealer,  whether or not executed by DFS.  DFS'  decision to
     advance  funds will not be binding  until the funds are actually  advanced.
     DFS may  combine  all of DFS'  advances  to Dealer or on  Dealer's  behalf,
     whether under this Agreement or any other  agreement,  and whether provided
     by one or more of DFS' branch offices,  together with all finance  charges,
     fees and expenses  related  thereto,  to make one debt owed by Dealer.  DFS
     may,  at any time and  without  notice to Dealer,  elect not to finance any
     inventory  sold  by  particular   Vendors  who  are  in  default  of  their
     obligations to DFS or with respect to which DFS reasonably  feels insecure.
     This  is an  agreement  regarding  the  extension  of  credit,  and not the
     provision of goods or services.

2.   Financing  Terms and Statements of  Transaction.  Dealer and DFS agree that
     certain  financial  terms of any advance made by DFS under this  Agreement,
     whether regarding finance charges, other fees, maturities,  curtailments or
     other financial  terms, are not set forth herein because such terms depend,
     in part, upon the availability of Vendor discounts,  payment terms or other
     incentives,  prevailing economic conditions, DFS' floorplanning volume with
     Dealer and with Dealer's Vendors, and other economic factors which may vary
     over time.  Dealer and DFS  further  agree  that it is  therefore  in their
     mutual best interest to set forth in this  Agreement only the general terms
     of Dealer's  financing  arrangement  with DFS.  Upon  agreeing to finance a
     particular  item of inventory for Dealer,  DFS will send Dealer a Statement
     of Transaction  identifying  such  inventory and the  applicable  financial
     terms.  Unless  Dealer  notifies  DFS in  writing of any  objection  within
     fifteen (15) days after a Statement of Transaction is mailed to Dealer: (a)
     the  amount  shown on such  statement  of  Transaction  will be an  account
     stated;  (b) Dealer will have agreed to all rates,  charges and other terms
     shown on such  Statement of  Transaction  and to the terms of the financing
     programs agreed to from time to time in writing between DFS and MCCI and/or
     other  approved  Vendors,  as the case may be, and which are  identified on
     such Statement of  Transaction;  (c) Dealer will have agreed that the items
     of inventory referenced in such Statement of Transaction are being financed
     by DFS at Dealer's  request;  and (d) such Statement of Transaction will be
     incorporated  herein  by  reference,  will  be  made  a part  hereof  as if
     originally set forth herein,  and will  constitute an addendum  hereto.  If
     Dealer objects to the terms of any Statement of Transaction,  Dealer agrees
     to pay DFS for such inventory in accordance  with the most recent terms for
     similar  inventory to which  Dealer has not  objected  (or, if there are no
     prior  terms,  at the  lesser  of 15% per annum o r at the  maximum  lawful
     contract  rate of interest  permitted  under  applicable  law),  but Dealer
     acknowledges  that  DFS may  then  elect to  terminate  Dealer's  financing
     program  pursuant to Section 18, and cease  making  additional  advances to
     Dealer.  However,  such  termination  will not accelerate the maturities of
     advances  previously  made,  unless Dealer shall otherwise be in default of
     this Agreement.

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3.   Grant of Security  Interest.  To secure payment of all of Dealer's  current
     and future  debts to DFS,  whether  under this  Agreement or any current or
     future guaranty or other agreement,  Dealer grants DFS a security  interest
     in all of  Dealer's  inventory,  equipment,  fixtures,  accounts,  contract
     rights, chattel paper, security agreements,  instrument,  deposit accounts,
     reserves,   documents,  and  general  intangibles  (specifically  including
     without limitations, all vendor, manufacturer and dealer authorizations and
     medallions);  and all judgements,  claims,  insurance policies and payments
     owed or made  to  Dealer  thereon;  all  whether  now  owned  or  hereafter
     acquired, all attachments, accessories, accessions, returns, repossessions,
     exchanges, substitutions and replacements thereto, and al proceeds thereof.
     All such assets are collectively referred to herein as the Collateral." All
     of such terms for which  meanings  are  provided in the Uniform  Commercial
     Code of the  applicable  state  are used  herein  with such  meanings.  All
     Collateral financed by DFS, and all proceeds thereof, will be held in trust
     by Dealer for DFS,  with such proceeds  being  payable in  accordance  with
     Section 9. DFS' title,  lien or security  interest  will not be impaired by
     any payments  made by Dealer to MCCI or anyone else or by Dealer's  failure
     or refusal to account to DFS for proceeds.

4.   Affirmative Warranties and Representations.  Dealer warrants and represents
     to DFS that: (a) Dealer has good title to all Collateral; (b) DFS' security
     interest in the  Collateral  financed by DFS is not now and will not become
     subordinate  to the security  interest,  lien,  encumbrance or claim of any
     person;  (c) Dealer will execute all  documents DFS requests to perfect and
     maintain DFS' security  interest in the Collateral;  (d) Deler will deliver
     to DFS immediately upon each request,  and DFS may retain, each Certificate
     or Title or Statement of Origin issued for Collateral  financed by DFS; (e)
     Dealer  will at all times be duly  organized,  existing  in good  standing,
     qualified and licensed to do business in the state,  county,  or parish, in
     which the nature of its  business or property so  requires;  (f) Dealer has
     the right and is duly authorized to enter into this Agreement; (g) Dealer's
     execution of this  Agreement does not constitute a breach of any agreements
     to which Dealer is now or hereafter  becomes bound;  (h) there are and will
     be no actions or  proceedings  pending or threatened  against  Dealer which
     might  result in any  material  adverse  change in  Dealer's  financial  or
     business  condition  or which  might  in any way  adversely  affect  any of
     Dealer's assets;  (i) Dealer will maintain the Collateral in good condition
     and  repair;  (j) Dealer has duly filed and will duly file all tax  returns
     required  by law;  (k)  Dealer  has paid  and will pay when due all  taxes,
     levies, assessments and governmental charges of any nature; (l) Dealer will
     keep and maintain all of its books and records pertaining to the Collateral
     at its principal palce of business designated in this Agreement; (m) Dealer
     will  promptly  supply  DFS  with  such  information  concerning  ir or any
     guarantor as DFS hereafter may reasonable request;  (n) all Collateral will
     be kept at Dealer's  principal  place of business  listed  above,  and such
     other locations,  if any, of which Dealer has notified DFS is writing or as
     listed on any current or future  Exhibit "A" attached  hereto which written
     notice(s) to DFS and Exhibit A(s) are incorporated herein by reference; (o)
     Dealer will give DFS thirty (30) days prior written notice of any change in
     Dealer's  identity,   name,  form  of  business  organization,   ownership,
     management,  principal  place of  business,  Collateral  locations or other
     business  locations,  and before  moving and books and records to any other
     location;  (p) Dealer will observe and perform all matters  required by any
     lease, licenses,  concession or franchise forming part of the Collateral in
     order to maintain all the rights of DFS thereunder,  (q) Dealer will advise
     DFS of the commencement of material legal proceedings against Dealer or any
     guarantor,  and (r) Dealer will comply  with all  applicable  laws and will
     conduct  its  business  in  a  manner  which  preserves  and  protects  the
     Collateral and the earnings and incomes thereof.


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<PAGE>

5.   Negative Covenants. Dealer will not at any time (without DFS' prior written
     consent):  (a) other than in the  ordinary  course of its  business,  sell,
     lease or  otherwise  dispose of or transfer  any of its  assets;  (b) rent,
     lease, demonstrate,  consign, or use any Collateral financed by DFS; or (c)
     merge or consolidate with another entity.

6.   Insurance. Dealer will immediately notify DFS of any loss, theft, or damage
     to any  Collateral.  Dealer will keep the Collateral for its full insurable
     value  under  an  "all  risk"  property  insurance  policy  with a  company
     acceptable  to DFS,  naming DFS as a lender  loss- payee or  mortgagee  and
     containing  standard  lender's  loss  payable and  termination  provisions.
     Dealer will provide DFS with written  evidence of such  property  insurance
     coverage and lender's loss-payee or mortgagee endorsement.

7.   Financial  statements.  Dealer will deliver to DFS: (a) within  ninety (90)
     days after the end of each of Dealer's  fiscal year a  reasonably  detailed
     balance  sheet  as of the  last day of such  fiscal  year and a  reasonably
     detailed  income  statement  covering  Dealer's  operations foe such fiscal
     year, in a form  satisfactory to DFS; (b) within forty-five (45) days after
     the end of each of Dealer's fiscal quarters,  a reasonably detailed balance
     sheet as of the last day of such quarter and an income  statement  covering
     Dealer's  operations for such quarter,  in a form  satisfactory to DFS; and
     (c) within ten (10) days after  request  therefor by DFS,  and other report
     requested by DFS relating to the  Collateral or the financial  condition of
     Dealer. Dealer warrants and represents to DFS that all financial statements
     and information  relating to Dealer or any guarantor which have been or may
     hereafter be delivered by Dealer or any  guarantor are true and correct and
     have  been  an will be  prepared  in  accordance  with  generally  accepted
     accounting  principles  consistently  applied  and,  with  respect  to such
     previously delivered statements or information,  there has been no material
     adverse  change in the  financial  or business  condition  of Dealer or any
     guarantor  since the submission to DFS,  either as of the date of delivery,
     or, if different,  the date specified therein, and Dealer acknowledges DFS'
     reliance thereon.

8.   Reviews.  Dealer  grants  DFS an  irrevocable  license  to  enter  Dealer's
     business  locations  during normal  business hours without notice to Dealer
     to: (a)  account  for and  inspect  all  Collateral;  (b)  verify  Dealer's
     compliance with this Agreement; and (c) examine and copy Dealer's books and
     records related to the Collateral.

9.   Payment Terms.  Dealer will immediately pay DFS the principal  indebtedness
     owed  DFS on each  item of  Collateral  financed  by DFS (as  shown  on the
     Statement  of  Transaction  identifying  such  Collateral)  on the earliest
     occurrence  of any of the  following  events:  (a) when such  Collateral is
     lost,  stolen or damaged;  (b) for  Collateral  financed under Pay-As- Sold
     ("PAS") terms (as shown on the Statement of  Transaction  identifying  such
     Collateral),  when such Collateral is sold,  transferred,  rented,  leased,
     otherwise  disposed  of or  matured;  (c) in  strict  accordance  with  any
     curtailment  schedule  for such  Collateral  (as shown on the  Statement of
     Transaction identifying such Collateral); (d) for Collateral financed under
     Scheduled  Payment  Program  ("SPP")  terms (as shown on the  Statement  of
     Transaction  identifying such  Collateral),  in strict  accordance with the
     installment  payment  schedule;  and (e) when otherwise  required under the
     terms  of any  financing  program  agreed  to in  writing  by the  parties.
     Regardless of the SP terms pertaining to any Collateral financed by DFS, if
     DFS determined that the current  outstanding  debt which Dealer owes to DFS
     exceeds  the  aggregate  wholesale  invoice  price  of such  Collateral  in
     Dealer's  possession,  Dealer  will  immediately  upon  demand  pay DFS the
     difference  between  such  outstanding  debt  and the  aggregate  wholesale
     invoice price of such  Collateral.  If Dealer from time to time is required
     to make  immediate  payment  to DFS of any past due  obligation  discovered
     during any  Collateral  audit,  or at any other  time,  Dealer  agrees that
     acceptance  of such payment by DFS shall not be construed to have waived ot
     amended the terms of its financing program.  The proceeds of any Collateral
     received  by Dealer will be held by Dealer in trust for DFS'  benefit,  for
     application as provided in this Agreement. Dealer will send all payments to
     DFS' branch office(s)  responsible for Dealer's account. DFS may apply; (i)
     payments to reduce finance charges first and then principal,  regardless of
     Dealer's instructions; and (ii) principal payments to the oldest (earliest)
     invoice for  Collateral  financed by DFS, but, in any event,  all principal
     payments  will  first be applied to such  Collateral  which is sold,  lost,
     stolen,

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<PAGE>

     damaged,  rented,  leased or otherwise  disposed of or unaccounted for. Any
     third party  discount,  rebate,  bonus or credit  granted to Dealer for any
     Collateral  will not reduce the debt Dealer owes DFS until DFS has received
     payment  therefor in cash.  Dealer will: (1) pay DFS even if any Collateral
     is  defective or fails to conform to any  warranties  extended by any third
     party;  (2) not assert  against DFS any claim or defense Dealer has against
     any third party including,  without  limitation,  any set-off or refusal to
     pay or perform any of Dealer's obligations to DFS under this Agreement as a
     result of any dispute with or claim against MCCI or any other  Vendor;  and
     (3)  indemnify  and hold DFS  harmless  against  all  claims  and  defenses
     asserted by any buyer of the  Collateral  relating to the  condition of, or
     any  representations  regarding,  any of the Collateral.  Dealer waives all
     rights of offset and couterclaims Dealer may have against DFS.

10.  Calculation  of  Charges.  Dealer  will pay  finance  charges to DFS on the
     outstanding  principal  debt  which  Dealer  owes  DFS  for  each  item  of
     Collateral  financed  by DFS at  the  rate(s)  shown  on the  Statement  of
     Transaction  identifying such Collateral,  unless Dealer objects thereto as
     provided in Section 2. The finance  charges  attributable to the rate shown
     on the Statement of  Transaction  will:  (a) be computed based on a 360 day
     year, (b) be calculated by multiplying  the Daily Charge (as defined below)
     by the actual  number of days in the  applicable  billing  period;  and (c)
     accrue from the invoice date of the Collateral identified on such Statement
     of  Transaction  until  DFS  receives  full  payment  in good  funds of the
     principal  debt  Dealer  owes  DFS for  each  item of  such  Collateral  in
     accordance with DFS payment recognition policy and DFS applies such payment
     to Dealer's  principal debt in accordance with the terms of this Agreement.
     The "Daily  Charge" is the  product  of the Daily Rate (as  defined  below)
     multiplied  by the Average  Daily  Balance (as defined  below).  The "Daily
     Rate"  is the  quotient  of the  annual  rate  shown  on the  Statement  of
     Transaction  divided by 360, or the monthly rate shown on the  Statement of
     Transaction  divided by 30. The "Average  Daily Balance" is the quotient of
     (i) the sum of the  outstanding  principal  debt  owed DFS on each day of a
     billing  period for each item of  Collateral  identified  on a Statement of
     Transaction,  divided  by (ii) the  actual  number of days in such  billing
     period.  Dealer will also pay DFS $100 for each check  returned  unpaid for
     insufficient  funds  (an  "NSF  check")  (such  $100  payment  repays  DFS'
     estimated administrative costs; it does not waive the default caused by the
     NSF check).  The annual  percentage rate of the finance charges relating to
     any item of Collateral  financed by DFS will be calculated from the invoice
     date of such Collateral,  regardless of any period during which any finance
     charges  subsidy  shall  be paid or  payable  by any  third  party.  Dealer
     acknowledges  that DFS intends to strictly  conform to the applicable usury
     laws governing this Agreement. Regardless of any provision contained herein
     or in any other  document  executed or delivered in connection  herewith or
     therewith,  DFS shall never be deemed to have contracted for, charged or be
     entitled  to  receive,  collect  to apply  as  interest  on this  Agreement
     (whether  termed  interest  herein  or deemed to be  interest  by  judicial
     determination  or  operation  of law),  any amount in excess of the maximum
     amount allowed by applicable  law, and, if DFS ever  receives,  collects or
     applies as interest any such  excess,  such amount which would be excessive
     interest  will be applied  first to the  reduction of the unpaid  principal
     balances if advances  under this  Agreement,  and,  second,  any  remaining
     excess will be paid to Dealer.  In determining  whether or not the interest
     paid or payable under any specific  contingency  exceeds the highest lawful
     rate,  Dealer  and  DFS  shall,  to  the  maximum  extent  permitted  under
     applicable  law: (A)  characterize  any  non-principal  payment (other than
     payments which are expressly  designated as interest payment  hereunder) as
     an  expense  or  fee  rather  than  as  interest;   (B)  exclude  voluntary
     pre-payments  and the effect  thereof;  and (C) spread the total  amount of
     interest  throughout the entire term of this Agreement so that the interest
     rate is uniform throughout such term.

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11.  Billing  Statement.  DFS will  send  Dealer  a  monthly  billing  statement
     identifying  all  charges  due on Dealer's  account  with DFS.  The charges
     specified  on each billing  statement  will be; (a) due and payable in full
     immediately  on receipt;  and (b) an account  stated,  unless DFS  receives
     Dealer's  written  objection  thereto  within 15 days after it is mailed to
     Dealer.  If DFS does not  receive,  by the  25th  day of any  given  month,
     payment of all  charges  accrued to  Dealer's  account  with DFS during the
     immediately preceding month, Dealer will (tp the extent allowed by law) pay
     DFS a late fee ("Late  Fee") equal to the greater of $5 or 5% of the amount
     of such finance charges (payment of the Late Fee does not waive the default
     caused by the late  payment).  DFS may adjust the billing  statement at any
     time to conform to applicable law and this Agreement.

12.  SECURITY INTEREST GRANTED TO MCCI,  RELEASE GIVEN TO MCCI, AND MCCI FEE. To
     secure  payment of all of Dealer's  current and future  debts to MCCI under
     all  agreements  now or  hereafter  entered  into  between MCCI and Dealer,
     whether direct o contingent, Dealer also grants MCCI a security interest in
     all of Dealer's inventory,  equipment, fixtures, accounts, contract rights,
     chattel  paper,  instruments,  reserves,  documents,  deposit  accounts and
     general  intangibles  (specifically  including,   without  limitation,  all
     vendor,  manufacturer and dealer  authorizations  and medallions);  and all
     judgements,  claims, insurance policies and payments owed or made to Dealer
     thereon;  all whether now owned or  hereafter  acquired,  all  attachments,
     accessories,  accessions, returns, repossessions,  exchanges, substitutions
     and replacements  thereto,  and all proceeds  thereof;  provided,  however,
     MCCI's security  interest in Dealer's assets specified above shall be fully
     subordinate  and inferior to DFS' security  interest in all of such assets.
     Dealer,  on  behalf  of  itself  and its  respective  officers,  directors,
     shareholders,  partners,  agents,  employees,  representatives,  affiliated
     entities,  spouses,  heirs,  successors and assigns  ("Releasing  Parties")
     hereby release,  acquit and forever discharge  MicroAge  Commercial Credit,
     MCCI and their  respective  officers,  directors,  shareholders,  partners,
     agents, employees,  representatives,  affiliated entities,  successors, and
     assigns ("Released Parties") from any and all obligations,  claims,  debts,
     demands,  liabilities,  covenants,  contracts,  agreements,   undertakings,
     costs,  attorneys'  fees,  accounts,  claims,  actions or causes of action,
     whether known or unknown,  which any of the  Releasing  Parties has, had or
     claims to have against any of the Released  Parties,  arising,  directly or
     indirectly,  out  of  any  matter,  negotiation,   conversation,  contract,
     agreement or for any other  reason  whatsoever,  from the  beginning of the
     world to the date hereof. Dealer acknowledges, agrees and accepts that: (a)
     Dealer shall periodically pay a fee to MCCI to cover MCCI's  administrative
     expenses  relating  to  Dealer's   inventory  and/or  accounts   receivable
     financing  programs  with DFS  ("Fee");  (b) DFS shall be acting  solely on
     behalf of MCCI as MCCI's  agent to bill  Dealer for the Feeand  collect the
     Fee from  Dealer;  (c) the  amount of the Fees and the  frequency  at which
     Dealer  is  billed  fro the Fee  will  vary  from  time to time and will be
     determined  solely by MCCI; (d) the Statement of Transaction  shall include
     the Fee in the total amount of charges owed,  but the amount of the Fee may
     not be shown  separately;  (e) the  entire  Fee  collected  by DFS shall be
     remitted to MCCI and DFS will not retain any  portion of the Fee;  (f) DFS'
     billing  and  collection  of the Fee shall be remitted to MCCI and DFS will
     not retain any portion of the Fee; (f) DFS' billing and  collection  of the
     Fee  shall  not,  in any  way or  manner  whatsoever  affect  any or all of
     Dealer's  liabilities  and  obligations  owed to DFS,  whether  under  this
     Agreement,  Dealer's  financing  program  with  DFS or  otherwise;  (g) any
     dispute that may arise with respect to the Fee shall  involve only MCCI and
     Dealer,  shall not involve DFS and will not in any way or manner whatsoever
     affect any or all of Dealer's  liabilities and obligations owed to DFS; and
     (h) DFS may apply  payments  that DFS  receives  from  Dealer  first to the
     amounts due DFS under Dealer's  financing program with DFS, and then to the
     Fee for remittance to MCI, regardless of Dealer's instructions to DFS.

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13.  Default.  Dealer  will be in default  under this  Agreement  if: (a) Dealer
     breaches any terms, warranties or representations  contained herein, in any
     Statement  of  Transaction  to which Dealer has not objected as provided in
     Section  2, or in any  other  agreement  between  DFS and  Dealer;  (b) any
     guarantor  of  Dealer's  debts to DFS  breaches  nd  terms,  warranties  or
     representations  contained in any guaranty or other  agreement  between the
     guarantor and DFS; (c) any representation, statement, report or certificate
     made or  delivered by Dealer or any  guarantor  to DFS is no accurate  when
     made; (d) Dealer fails to pay any portion of Dealer's debts to DFS when due
     end payable  hereunder or under any other agreement between DFS and Dealer;
     (e)  Dealer  abandons  any  Collateral  (f) Dealer or any  guarantor  is or
     becomes in default in the payment of any debt owed to any third party;  (g)
     a money judgement issues against Dealer or any grantor,  (h) an attachment,
     sale or seizure  issues or is  executed  against any assets of Dealer or of
     any guarantor; (i) the undersigned dies while Dealer's business is operated
     as a sole  proprietorship,  any general partner dies wile Dealer's business
     is  operated as a general or limited  partnership,  or any ember dies while
     Dealer's  business  is  p\operated  as  a  limited  liability  company,  as
     applicable; (j) any guarantor dies; (k) Dealer or any guarantor shall cease
     existence  as a  corporation,  partnership,  limited  liability  company or
     trust,  as  applicable;  (1)  Dealer or any  guarantor  ceases or  suspends
     business;  (m) Dealer,  any guarantor or any member while Dealer's business
     is operated as a limited liability company, as applicable , makes a general
     assignment for the benefit of creditors;  (n) Dealer,  any guarantor or any
     member while Dealer's business is operated as a limited liability  company,
     as applicable,  becomes  insolvent or voluntarily or involuntarily  becomes
     subject to the Federal  Bankruptcy  Code,  any state  insolvency law or any
     similar law; (o) any  receiver is appointed  for any assets of Dealer,  any
     guarantor  or any member while  Dealer's  business is operated as a limited
     liability company, as applicable; (p) any guaranty of Dealer's debts to DFS
     is terminated; (q) Dealer loses any franchise, permission, license or right
     to sell or deal in any Collateal  which DFS finances;  (r) Dealer fails, at
     any time,  to be in good standing with MCCI pursuant to the terms of any of
     Dealer's  agreements  heretofore or hereafter  entered into with MCCI;  (s)
     Dealer  or  any  guarantor   misrepresents  Dealer's  or  such  guarantor's
     financial condition or organizational  structure;  or (t) DFS determines in
     good faith that it is insecure with respect to any of the Collateral or the
     payment of any part of Dealer's obligation to DFS.

14.  Rights of DFS Upon Default. In the event of a default:

         (a)   DFS may at any time at DFS' election, without notice or demand to
               Dealer,  do any one or more of the following;  declare all or any
               part of the debt Dealer  owes DFS  immediately  due and  payable,
               together with all costs and expenses of DFS' collection activity,
               including,  without limitation,  all reasonable  attorneys' fees;
               exercise  any or all  rights  under  applicable  law  (including,
               without limitation, the right to possess, transfer and dispose of
               the Collateral);  and/or cease extending any additional credit to
               Dealer  (DFS'  right  to  cease  extending  credit  shall  not be
               continued  to  limit  the  discretionary  nature  of this  credit
               facility).  (b) Dealer will  segregate and keep the Collateral in
               trust for DFS,  and in good order and repair,  and will not sell,
               rent, lease, consign, otherwise dispose of or use any Collateral,
               nor further encumber any Collateral.

         (c)   Upon DFS' oral or written demand, Dealer will immediately deliver
               the  Collateral  to DFS',  in good order and  repair,  at a place
               specified by DFS,  together  with all related  documents;  or DFS
               may,  in DFS' sole  discretion  and  without  notice or demand to
               Dealer, take immediate possession of the Collateral together with
               all related documents.

                                      Page 208
<PAGE>


         (d)   DFS may,  without  notice,  apply a  default  finance  charge  to
               Dealer's outstanding principal  indebtedness equal to the default
               rate specified in Dealer's financing program with DFS, if any, or
               if there is none so  specified,  at the  lesser  of 3% per  annum
               above the rate in effect immediately prior to the default, or the
               highest  lawful   contract  rate  of  interest   permitted  under
               applicable law.

               All of DFS' rights and remedies are  cumulative.  DFS' failure to
               exercise any of DFS' rights or remedies  hereunder will not waive
               any of DFS' rights or remedies as to any past,  current or future
               default.

15.  Sale of  Collateral.  Dealer  agrees that of DFS conducts a private sale of
     any Collateral by requesting  bids from 10 or more dealers or  distributors
     in that type of Collateral,  any sale by DFS of such  Collateral in bulk or
     in parcels  within 120 days of: (a) DFS;' taking  possession and control of
     such  Collateral;  or (b) when DFS is  otherwise  authorized  to sell  such
     Collateral;  whichever  occurs last, to the bidder  submitting  the highest
     cash bid therefor,  is a commercially  reasonable  sale of such  Collateral
     under the Uniform  Commercial Code.  Dealer agrees that the purchase of any
     Collateral by a Vendor,  as provided in any  agreement  between DFS and the
     Vendor, is a commercially  reasonable  disposition and private sale of such
     Collateral under the Uniform Commercial Code, and no request for bids shall
     be required. Dealer further agrees that 7 or more days prior written notice
     will be  commercially  reasonable  notice  of any  public or  private  sale
     (including any sale to a Vendor). Dealer irrevocably waives any requirement
     that DFS retain possession and not dispose of any Collateral until after an
     arbitration  hearing,  arbitration  award,  confirmation,  trial  or  final
     judgement.  If DFS'  disposes of any such  Collateral  other than as herein
     contemplated,  the commercial  reasonableness  of such  disposition will be
     determined  in  accordance  with  the  laws  of the  state  governing  this
     Agreement.

16.  Power of Attorney.  Dealer grants DFS as irrevocable  power of attorney to:
     execute or endorse on  Dealer's  behalf any checks,  financing  statements,
     instruments,  Certificates of Title and Statements of Origin  pertaining to
     the  Collateral;  supply and omitted  information and correct errors in any
     document  between DFS and Dealer,  initiate and settle any insurance  claim
     pertaining to the  Collateral;  and do anything to preserve and protect the
     Collateral and DFS' rights and interest therein.

17.  Information.  DFS may provide to any third party any credit,  financial  or
     other information on Dealer that DFS may from time to time possess. DFS may
     obtain from any Vendor any credit, financial or other information regarding
     Dealer that such Vendor my from time to time possess.

18.  Termination.  Either  party may  terminate  this  Agreement  at ant time by
     written notice  received by other party.  If DFS terminates this Agreement,
     Dealer agrees that if Dealer (a) is not in default hereunder, 30 days prior
     notice of termination is reasonable and sufficient (although this provision
     shall not be construed to mean that shorter  periods may not, in particular
     circumstances, also be reasonable and sufficient); or (b) is in default, no
     prior notice of termination  is required.  Dealer will not be relieved from
     any  obligation  to DFS arising  out of DFS'  advance or  commitments  made
     before the effective termination date of the Agreement. DFS will retain all
     of its rights,  interests and remedies  hereunder until Dealer has paid all
     of Dealer's  debts to DFS. All waivers set forth within this Agreement will
     survive any termination of this Agreement.

                                      Page 209
<PAGE>



19.  Binding Effect. Dealer cannot assign its interest in this Agreement without
     DFS' prior written  consent,  although DFS may assign or  participate  DFS'
     interest,  in whole or in part,  without Dealer's  consent.  This Agreement
     will protect and bind DFS' and Dealer's respective heirs,  representatives,
     successors and assigns.

20.  Notices.  Except as  otherwise  stated  herein,  all  notices,  arbitration
     claims,  responses,  requests and documents will be  sufficiently  given or
     severed if mailed or delivered;  (a) to Dealer at Dealer's  principal place
     of business  specified above; and (b) to DFS at 655 Maryville Centre Drive,
     St. Louis, Missouri 63141-5832,  Attention:  General Counsel, or such other
     address as the parties may hereafter specify tin writing.

21.  NO ORAL  AGREEMENTS.  ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,  EXTEND
     CREDIT OR TO FORBEAR FROM ENFORCING  REPAYMENT OF A DEBT INCLUDING PROMISES
     TO EXTEND OR RENEW SUCH DEBTS ARE NOT  ENFORCEABLE.  TO PROTECT  DEALER AND
     DFS FROM  MISUNDERSTANDING OR DISAPPOINTMENT,  ALL AGREEMENTS COVERING SUCH
     MATTERS ARE CONTAINED IN THIS WRITING,  WHICH IS THE COMPLETE AND EXCLUSIVE
     STATEMENT  OF THE  AGREEMENT  BETWEEN THE PARTIES,  EXCEPT AS  SPECIFICALLY
     PROVIDED  HEREIN OR AS THE PARTIES MAY LATER AGREE IN WRITING TO MODIFY IT.
     THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

22.  Other Waivers. Dealer irrevocably waives notice of: DFS' acceptance of this
     Agreement, presentment.,  demand, protest, nonpayment,  nonperformance, and
     dishonor. Dealer and DFS irrevocably waive all rights to claim any punitive
     and/or  exemplary  damages.  Dealer  waives  and  renounces  all rights and
     benefits   Dealer  may  now  have  or  hereafter   acquire  as  third-party
     beneficiaries or otherwise under the terms of any agreements  heretofore or
     hereafter entered into by and between DFS and MCCI.

23.  Severability.  If any  provision of this  Agreement or its  application  is
     invalid or  unenforceable,  the  remainder  of this  Agreement  will not be
     impaired or affected and will remain binding and enforceable.

24.  Supplement.  If Dealer and DFS have heretofore executed other agreements in
     connection  with all of any part of the  Collateral,  this Agreement  shall
     supplement  each and  every  other  agreement  previously  executed  by and
     between Dealer and DFS, and in that event this  Agreement  shall neither be
     deemed a novation nor a termination of such previously  executed  agreement
     nor shall  execution  of this  Agreement  be deemed a  satisfaction  of any
     obligation secured by such previously executed agreement.

25.  Receipt of Agreement.  Dealer  acknowledges that it has received a true and
     complete copy f this Agreement.  Dealer  acknowledges  that it has read and
     understood this Agreement. Notwithstanding anything herein to the contract:
     (a) DFS may rely on any facsimile  copy,  electronic  data  transmission or
     electronic  data storage of this  Agreement,  any Statement of Transaction,
     billing  statement,  invoice from a Vendor,  financial  statements or other
     reports,  and (b) such facsimile  copy,  electronic  data  transmission  or
     electronic  data storage will be deemed an original,  and the best evidence
     thereof  for  all  purposes,  including,  without  limitation,  under  this
     Agreement  or any  other  agreement  between  DFS and  Dealer,  and for all
     evidentiary  purposes  before any arbitrator,  court or other  adjudicatory
     authority.


                                      Page 210

<PAGE>


26.  Miscellaneous. Time is of the essence regarding Dealer's performance of its
     obligations to DFS  notwithstanding any course of dealing or custom of DFS'
     part to grant extensions of time.  Dealer's  liability under this Agreement
     is direct and  unconditional  and will not be  affected  by the  release or
     nonperfection of any security interest granted hereunder. DFS will have the
     right to refrain  from or postpone  enforcement  of this  Agreement  or any
     other agreements  between DFS and Dealer without  prejudice and the failure
     to  strictly  enforce  these  agreements  will not be  construed  as having
     created a course of dealing between DFS and Dealer contrary to the specific
     terms of the agreements or as having modified, released or waived the same.
     The express terms of this  Agreement  will not be modified by any course of
     dealing,  usage of trade,  or custom of trade  which may  deviate  from the
     terms hereto.  If Dealer fails to pay any taxes,  fees or other obligations
     which may impair  DFS'  interest  in the  Collateral,  or fails to keep the
     Collateral insured,  DFS may, but shall not be required to, pay such taxes,
     fees or  obligations  and pay the cost to insure  the  Collateral,  and the
     amounts paid will be: (a) an additional  debt owed by Dealer to DFS,  which
     shall be subject to finance  charges as  provided  herein;  and (b) due and
     payable  immediately in full.  Dealer agrees to pay all of DFS'  reasonable
     attorney's  fees and  expenses  incurred  by DFS in  enforcing  DFS' rights
     hereunder.  The Section titles used in this  Agreement are for  convenience
     only and do not define or limit the contents of any Section.

27.  BINDING ARBITRATION.

        27.1   Arbitrable  Claims.  Except as other wise  specified  below,  all
               actions,  disputes,  claims and  controversies  under common law,
               statutory  law or in  equity  of any  type or  nature  whatsoever
               (including,  without  limitation,  all torts,  whether  regarding
               negligence,  breach of fiduciary duty, restraint of trade, fraud,
               conversion,  duress,  interference,  wrongful replevin,  wrongful
               sequestration,  fraud in the inducement, usury or any other tort,
               all contract actions, whether regarding express or implied terms,
               such as implied  covenants of good faith,  fair dealing,  and the
               commercial  reasonableness of any Collateral disposition,  or any
               other contract claim,  all claims of deceptive trade practices or
               lender liability,  and all claims  questioning the reasonableness
               or lawfulness or any act),  whether  arising  before or after the
               date  of this  Agreement,  and  whether  directly  or  indirectly
               relating to; (a) this Agreement and/or any amendments and addenda
               hereto, or the breach,  invalidity or termination hereof; (b) any
               previous or subsequent  agreement between DFS and Dealer; (c) any
               act  committed  by DFS or by any parent  company,  subsidiary  or
               affiliated  company  of  DFS  (the  "DFS  Companies"),  or by any
               employee, agent, officer, or director of a DFS Company whether or
               not arising  within the scope and course of  employment  or other
               contractual  representation  of the DFS  Companies  provided that
               such act  arises  under a  relationship,  transaction  or dealing
               between  DFS  and  Dealer,  and/or  (d) any  other  relationship,
               transaction or dealing between DFS and Dealer  (collectively  the
               "Disputes"),   will  be  subject  to  and   resolved  by  binding
               arbitration.  27.2 Administrative Body. All arbitration hereunder
               will be conducted in accordance  with the Commercial  Arbitration
               Rules of The American Arbitration Association ("AAA"). If the AAA
               is  dissolved,  disbanded  or  becomes  subject  to any  state or
               federal  bankruptcy  or insolvency  proceeding,  the parties will
               remain subject to binding  arbitration which will be conducted by
               a mutually  agreeable  arbitral forum. The parties agree that all
               arbitrator(s)  selected will be attorneys  with at least five (5)
               years secured  transactions  experience.  The arbitrator(s)  will
               decide  if any  inconsistency  exists  between  the  rules of any
               applicable   arbitral  forum  and  the   arbitration   provisions
               contained herein. If such  inconsistency  exists, the arbitration
               provisions  contained  herein  will  control and  supersede  such
               rules.  The site of all  arbitration  proceedings  will be in the
               Division of the Federal Judicial  District in which AAA maintains
               a regional office that is closest to Dealer.

                                      Page 211
<PAGE>



        27.3   Discovery.  Discovery  permitted  in any  arbitration  proceeding
               commenced  hereunder is limited as follows.  No later than thirty
               (30) days  after  the  filing  of a claim  for  arbitration,  the
               parties will exchange detailed statements setting forth the facts
               supporting  the claim(s) and all defenses to be raised during the
               arbitration,  and a list of all exhibits and witnesses.  No later
               than twenty-one (21) days prior to the arbitration  hearing,  the
               parties  will  exchange  a  final  list of all  exhibits  and all
               witnesses,  including any  designation of any expert  witness(es)
               together  with a  summary  of  their  testimony;  a  copy  of all
               documents  and a  detailed  description  of  any  property  to be
               introduced at the hearing. Under no circumstances will the use of
               interrogatories,   requests  for  admission,   requests  for  the
               production  of  documents  or  the  taking  of   depositions   by
               permitted. However, in the event of the designation of any expert
               witness(es),  the following will occur;  (a) all  information and
               documents relied upon by the expert witness(es) will be delivered
               to the opposing  party,  (b) the opposing party will be permitted
               to depose the expert  witness(es);  (c) the opposing party will e
               permitted to designate rebuttal expert  witness(es),  and (d) the
               arbitration  hearing will be  continued to the earliest  possible
               date  that  enables  the  foregoing   limited   discovery  to  be
               accomplished.   27.4   Exemplary   or   Punitive   Damages.   The
               Arbitrator(s)  will not have the authority to award  exemplary or
               punitive damages.  27.5 Confidentially of Awards. All arbitration
               proceedings, including testimony or evidence at hearings, will be
               kept  confidential,  although any award or order  rendered by the
               arbitrator(s)  pursuant  to the  terms of this  Agreement  may be
               entered as a judgement or order in any state or federal court and
               may be  confirmed  within the  federal  judicial  district  which
               includes the  residence  of the party  against whom such award or
               order was entered. This Agreement concerns transactions involving
               commerce among the several states.  The Federal  Arbitration Act,
               Title 9 U.S.C. Sections 1 et seq., as amended ("FAA") will govern
               all arbitration(s) and confirmation  proceedings hereunder.  27.6
               Prejudgement  and  Provisional  Remedies.  Nothing herein will be
               construed  to  prevent  DFS'  or  Dealer's  use  of   bankruptcy,
               receivership,   injunction,  repossession,  replevin,  claim  and
               delivery, sequestration, seizure, attachment, foreclosure, dation
               and/or any other  prejudgement  or  provisional  action or remedy
               relating to any Collateral for any current or future debt owed by
               either  party to the other.  Any such  action or remedy  will not
               waive  DFS'  or  Dealer's  right  to  compel  arbitration  of any
               Dispute. 27.7 Attorney's Fees. If either Dealer or DFS brings any
               other  action for  judicial  relief  with  respect to any Dispute
               (other than those set forth in Section 27.6),  the party bringing
               such  action  will be liable for and  immediately  pay all of the
               other  part's  costs and  expenses  (including  attorneys'  fees)
               incurred  to stay or dismiss  such  action and  removes\ or refer
               such Dispute to  arbitration.  If either  Dealer or DFS brings or
               appeals  an action to vacate or modify an  arbitration  award and
               such  party does not  prevail,  such party will pay all costs and
               expenses,  including  attorneys' fees incurred by the other party
               in  defending  such action.  Additionally,  if Dealer sues DFS or
               institutes any arbitration  claim or counterclaim  against DFS in
               which DFS is the prevailing party,  Dealer will pay all costs and
               expenses  (including  attorneys'  fees)  incurred  by  DFS in the
               course of defending such action or proceeding.  27.8 Limitations.
               Any arbitration  proceeding must be instituted:  (a) with respect
               to any  Dispute  fro the  collection  of any debt  owed by either
               party to the other,  within two (2) years after the date the last
               payment  was  received  by the  instituting  party;  and (b) with
               respect to any other Dispute, within two (2) years after the date
               the  incident  giving rise thereto  occurred,  whether or not any
               damage was sustained or capable of

                                      Page 212
<PAGE>



               ascertainment  or either party knew of such incident.  Failure to
               institute  an  arbitration  proceeding  within  such  period will
               constitute an absolute bar and waiver to the  institution  of any
               proceeding,  whether  arbitration  or a  court  proceeding,  with
               respect to such Dispute.

        27.9   Survival  After  Termination.  The  agreement to  arbitrate  will
               survive the termination of this Agreement.

28.      INVALIDITY/UNENFORCEABILITY OF BINDING ARBITRATION.  IF THIS AGREEMENT
         IS FOUND TO BE NOT SUBJECT TO ARBITRATION , ANY LEGAL PROCEEDING WITH
         RESPECT TO ANY DISPUTE WILL BE TRIED IN A COURT OF COMPETENT
         JURISDICTION BY A JUDGE WITHOUT A JURY.  DEALER AND DFS WAIVE ANY
         RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDING.

29.      Governing Law. Dealer  acknowledges  and agrees that this and all other
         agreements between Dealer and DFS have been  substantially  negotiated,
         and  will  be  substantially  performed,  in  the  state  of  Colorado.
         Accordingly,  Dealer  agrees that all Disputes will be governed by, and
         construed in accordance  with,  the laws of such state,.  Except to the
         extent  inconsistent with the provisions of the FAA which shall control
         and govern all arbitration proceedings hereunder.

                                      Page 213
<PAGE>




                      SECRETARY'S CERTIFICATE OF RESOLUTION

         I  certify  that I am  the  Secretary  or  Assistant  Secretary  of the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

         Upon  motion  duly made and  seconded,  the  following  resolution  was
unanimously adopted after full discussion:

         "RESOLVED,  That the several  officers,  directors,  and agents of this
corporation,  or any one of more of them, are hereby authorized and empowered on
behalf of this corporation:  to obtain financing from Deutsch Financial Services
Corporation  ("DFS")  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper: to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  thereof;  from  time  to time  to  supplement  or  amend  any  such
agreement;  and from time to time to pledge,  assign,  mortgage,  grant security
interests,  and  otherwise  transfer,  to DFS as  collateral  security  for  any
obligations of this corporation to DFS, whenever and however arising, any assets
of this  corporation,  whether  now owned or  hereafter  acquired;  the Board of
Directors  hereby  ratifying,  approving  and  confirming  all  that any of said
officers,  directors  or  agents  have  done  or  may  do  with  respect  to the
foregoing."

         IN  WITNESS  WHEREOF,  I have  executed  and  affixed  the  seal of the
corporation on the date stated below.

Date: 2/26, 1997                              /s/ Assistant Secretary
                                               (Assistant Secretary)
                                               Business Technology Systems, Inc.
                                               Corporate Name

1990 MCCI. MicroAge is a registered trademark of MicroAge Computer Centers, Inc.
MicroAge is an  international  sales  organization  of  independently  owned and
operated company-owned, franchised and affiliated locations.

                                      Page 214
<PAGE>


                 AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING

     This Amendment to Agreement for Wholesale Financing is made to that certain
Agreement  for  Wholesale   Financing  entered  into  by  and  between  Business
Technology  Systems,  Inc. ("Dealer") and Deutsche Financial Services ("DFS") on
February 26, 1997, as amended ("Agreement").

     FOR VALUE RECEIVED,  Dealer and DFS agree to amend the Agreement to provide
as follows  (capitalized  terms shall have the same meaning as determined in the
Agreement unless otherwise indicated:

         Dealer  will  forward  to  DFS  at  least  once  each  calendar  week a
         Collateral  Report (as defined  below)  dated no earlier than seven (7)
         days prior to the sate of  delivery of each such  Collateral  Report to
         DFS.  Regardless of the SPP terms pertaining to any Collateral financed
         by DFS, and notwithstanding any scheduled payments made by Dealer after
         the  Determination  Date (as defined below),  if DFS determines,  after
         reviewing the Collateral Report,  after conducting an inspection of the
         Collateral  or  otherwise,  that  (i)  the  total  current  outstanding
         indebtedness  owed by  Dealer  to DFS as of the date of the  Collateral
         Report,  inspection  or any other date on which a paydown is  otherwise
         required hereunder,  as applicable (the "Determination  Date"), exceeds
         (ii) the  Collateral  Liquidation  Value (as  defined  below) as of the
         Determination  Date,  Dealer will  immediately  upon demand pay DFS the
         difference between (i) Dealer's total current outstanding  indebtedness
         owed to DFS as of the  Determination  Date,  and  (ii)  the  Collateral
         Liquidation Value as of the Determination Date.

         The  term  "Collateral  Report"  is  defined  herein  to mean a  report
         complied y Dealer specifying the following  information:  (a) the total
         aggregate wholesale invoice price of all of Dealer's inventory financed
         by DFS that is unsold and in Dealer's  possession and control as of the
         date of such  Report;  and (b) the total  outstanding  balance  owed to
         Dealer on Dealer's  Eligible Accounts (as defined below) as of the date
         of such  Report:  in each case to the extent DFS has a first  priority,
         fully perfected security interest therein.

         The term  "Eligible  Accounts"  is  defined  herein to  include  all of
         Dealer's accounts  receivable except for: (a) Accounts created from the
         sale of goods and services on non-standard  terms and/or that allow for
         payment  to be made more than  thirty  (30) days from the date of sale;
         (b)  Accounts  unpaid  more than ninety (90) days from date of invoice;
         (c) all accounts of any obligor with fifty percent (50%) or more of the
         outstanding balance unpaid for more than ninety (90) days from the date
         of invoice;  (d)  accounts  which the obligor is an officer,  director,
         shareholder, partner, member, owner, employee, agent,



                                      Page 215
<PAGE>



          parent,  subsidiary,  affiliate  of,  or  is  related  or  has  common
         shareholders,  officers,  directors,  owners,  partners or members; (e)
         consignment  sales;  (f)  accounts  for which the  payment is or may be
         conditional;  (g) accounts for which the obligor is not a commercial or
         institutional  entity  or is not a  resident  of the  United  States or
         Canada;   (h)   accounts   with   respect  to  which  any  warranty  or
         representation  provided  herein is not true and correct  (i)  Accounts
         which represent goods or services  purchased for a personal,  family or
         household  purpose;   (j)  accounts  which  represent  goods  used  for
         demonstration  purposes  or  loaned by Dealer  to  another  party;  (k)
         accounts which are progress  payment,  barter or contra  accounts;  (l)
         accounts which are discounts,  rebates, bonuses or credits for returned
         goods owed to Dealer by any third party;  (m) accounts  which are being
         financed by DFS  pursuant to a Business  Financing  Agreement  or other
         comparable  document  between Dealer and DFS; and (n) any and all other
         accounts which DFS deems to be ineligible.

         The term "Collateral  Liquidation Value" is defined herein to mean: (i)
         one hundred  percent (100%) of the total  aggregate  wholesale  invoice
         price of al of Dealer's inventory financed by DFS that is unsold and in
         Dealer's  possession and control excluding all in-use and demonstration
         inventory;  (ii) seventy percent (70%) of the total outstanding balance
         of Dealer's  Eligible  Accounts  (Except to the extent  payment for any
         such Account is in the Blocked  Account (as defined  below);  (iii) one
         hundred percent (100%) of all funds held in Dealer's bank account which
         has been  blocked  in favor of DFS,  pursuant  to a  lockbox  agreement
         executed  by the bank in which  such  account is  located,  in form and
         substance  satisfactory to DFS (the "Blocked  Account") and pursuant to
         which  agreement,  Dealer  hereby agrees to direct its obligors to make
         payment to the lockbox set forth therein;  and (iv) one hundred percent
         (100%) of current  proceeds and  proceeds in transit due from  Dealer's
         credit card clearing company,  as reflected on the credit card clearing
         company's report dated as of the date of the Collateral Report: in each
         case as of the date of the Collateral  Report and to the extent DFS has
         a first priority, fully perfected security interest therein.

         If Dealer from time to time is required  to make  immediate  Payment to
         DFS of any past due obligation  discovered during any Collateral audit;
         upon review of a Collateral  Report or at any other time, Dealer agrees
         that  acceptance  of such payment by DFS shall not be construed to have
         waived or amended the terms of its financing program.

         From time to time Dealer may request that DFS release funds held in the
         Blocked  Account to  Dealer.  DFS  agrees,  so long as Dealer is not in
         default to DFS, to release to Dealer.



                                      Page 216
<PAGE>


         from the Blocked  Account,  upon request and  submitted by Dealer of an
         updated Collateral Report in form and substance satisfactory to DFS, an
         amount not to exceed the positive  difference,  if any, between (i) the
         Collateral  Liquidation Value, minus (ii) one hundred percent (100%) of
         Dealer's  outstanding  indebtedness  to DFS as of the date of  Dealer's
         request.

All other terms as they appear in the Agreement,  to the extent  consistent with
the foregoing, are ratified and remain unchanged and in full force and effect.

     IN  WITNESS  WHEREOF,  Dealer  and DFS  have  executed  this  Amendment  to
Agreement for Wholesale Financing this 26 day of Feb., 1997.

                                            BUSINESS TECHNOLOGY SYSTEMS, INC.

                                            By: /s/ Ila Sethi
                                            Title: President

ATTEST:

                                         DEUTSCHE FINANCIAL SERVICES CORPORATION
/s/ Assistant Secretary

(Assistant) Secretary                       By: /s/ Branch Manager
                                            Title: Branch Manager


                                      Page 217

<PAGE>


                               EXTENSION AGREEMENT

                                    Exhibit A

     This Extension Agreement  ("Agreement") is entered into as of this 26th day
of August 1998, by and among Deutsche  Financial  Services  Corporation  (DFS"),
Business Technology Systems, Inc., a Florida Corporation  ("Borrower"),  and Ila
Sethi Madhu Sethi, Richard C. Peplin, Jr., and Colmena Corporation (collectively
"Guarantor") collectively the "Parties."

                                    RECITALS

A.   DFS has extended a credit facility to Borrower pursuant to the terms of the
Agreement for Wholesale Financing (Security Agreement - Arbitration) dated on or
about February 26, 1997, as amended (collectively the "Loan Document") providing
for inventory financing for Borrower.

B.   The loans made under the terms of the Load  Document  ("Loans") are secured
by a first priority  perfected  lien and security  interest in all of Borrower's
inventory,  equipment,  fixtures,  accounts,  contract  rights,  chattel  paper,
instruments,   reserves,  documents  of  title,  deposit  accounts  and  general
intangibles,  now owned or hereafter  acquired by Borrower,  and al attachments,
accessories,  accessions,  substitutions  and/or replacements  thereto,  and all
proceeds  thereof  (collectively   referred  to  herein  as  the  "Collateral").
Financing  Statements  perfecting DFS' security  interest in the Collateral were
properly recorded. The value of the Collateral has always exceeded the amount of
the Loans.

C.   Borrower's  obligations  and  liabilities to DFS have been  unconditionally
guaranteed by Guarantor pursuant to the certain Guaranty agreements dated August
5, 1997 by Ila Sethi and Madhu  Sethi,  dated May 1, 1998 by Richard C.  Peplin,
Jr. and dated May 1, 1998, by Colmena Corporation (collectively the "Guaranty").

D.   As of the date  hereof,  the Loans made to  Borrower  pursuant  to the Loan
Document are past due,  Borrower's primary breach of the Loan Document being its
failure topay principal payments to DFS when due, including the payment due June
15,  1998,  in the sum of  $43,229.81,  payment  due June 25, 1998 in the sum of
$68,233.21  and a  payment  due  July 5,  1998 in the sum of  $151.59.  Borrower
acknowledges  that the  indebtedness  due to DFS pursuant tothe Loan Document is
$348,858.39 which represents principal as of the close of business on August 14,
1998 of $345,473.78,  interest charges of $3,384.61  through July 31, 1998, plus
additional  interest  charges from August 1, 1998 at the per annum rate of Prime
plus 6.5% pursuant to the Loan Document,  as well as fees and expenses  incurred
by DFS  (collectively the "Debt").  Pursuant to the terms hereof,  DFS agrees to
extend the payment of the Debt, including the past due obligations.

E.   Borrower and Guarantor  have  requested  that DFS extend the payment of the
Debt,  including the past due  obligations  in lieu of enforcing DFS' rights and
remedies.

                                      Page 218
<PAGE>


F.   In exchange for the agreements,  representations,  covenants,  releases and
confirmations of Borrower and the Guarantor contained and referenced herein, DFS
willing to agree such extension.

G.   Borrower  acknowledges that DFS hasperformed all obligations on its part to
be performed under the Loan Document and Borrower has no offsets nor defenses to
the payment of the sums due DFS.

     NOW, THEREFORE,  for and in consideration of the above premises, the mutual
promises and covenants  contained  herein,  and for such other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

     1.   DFS Extension

          Subject to the terms and conditions set forth herein,  DFS will extend
          the payment of the Debt, including the past due obligations in lieu of
          exercising its rights and remedies under the Loan Document  unless and
          until such time as Borrower or the Guarantor are in default of any the
          provisions of this Agreement, the Loan Document or the Guaranty.

     2.   Repayment Terms.

          A.   Borrower   hereby   surrenders  to  DFS  all  of  DFS'  inventory
               Collateral.  The Parties further agree that the inventory will be
               surrendered  to  DFS  for  the  purpose  of its  liquidation  and
               application to the Debt. Borrower further  acknowledges that such
               liquidation will discharge Borrower's  obligations to DFS only to
               the  extent  of the net  proceeds  of such  liquidation  and that
               Borrower and Guarantor shall remain liable for the balance of the
               Debt owed to DFS.  Borrower and  Guarantor  waive prior notice of
               private or public  sale of the  Collateral  and of their right to
               redeem same.  DFS' return of any  inventory to a vendor is hereby
               deemed commercially reasonable. Additionally, DFS' disposition of
               other Collateral is hereby deemed commercially  reasonable if DFS
               solicits at least ten bids by companies  who purchase the type of
               collateral and sells that collateral tot he highest  bidder.  DFS
               is  authorized  to contact any vendor  which does or did business
               with  Borrower  in order to  request  that  all  credit  memos be
               forwarded   directly  to  DFS.  DFS  will  provide   Borrower  an
               accounting of funds  received from the  disposition of collateral
               upon written request.

          B.   Borrower will continue to collect its Accounts and will remit all
               of the  proceeds  thereof to DFS.  Borrower  will  surrender  the
               Accounts  and  other  Collateral  to  DFS  and  all  records  and
               documents relating thereto upon written request from DFS.

          C.   DFS shall  maintain  its  security  interest and lien against the
               Collateral until The Debt is irrevocably paid in full by Borrower
               or  Guarantor.   DFS  will  cause  it's  UCC  form-one  Financing
               Statements to be terminated within  areasonable time after DFS is
               paid in full



                                      Page 219
<PAGE>



          D.   DFS will release Borrower and the Guarantor after all obligations
               to DFS Under this  Agreement,  the Load Document and the Guaranty
               have  irrevocably  been paid in full. As more fully  described in
               Paragraph 8 below,  Borrower and  Guarantor  release DFS from any
               claims they may have at this time.

          E.   The Debt will be paid to DFS by Borrower or  Guarantor  by paying
               DFS the Debt in good  funds  by Noon  eastern  time on or  before
               September 15, 1998.

          F.   Borrower  and  Guarantor  consent  to  the  entry  of  a  Consent
               Arbitration  Award  for  the  sum of  $348,858.39  plus  interest
               charges at the per annum rate of Prime plus 6.5%  pursuant to the
               Loan Document,  as well as fees and expenses incurred by DFS from
               August 1, 1998 in favor of DFS as provided in Exhibit A, attached
               hereto   ("Award")  and  pursuant  to  the  binding   arbitration
               provisions  as set out in the Loan  Document  and  Guaranty.  All
               funds received by DFS from the  liquidation of the Collateral and
               Borrower's and Guarantors'  payments will be credited against the
               Debt  and  Award.  DFS may  file  the  Award  with  the  American
               Arbitration  Association  after  the date of  Borrower's  default
               under this  Agreement.  The  arbitration  Award  shall be entered
               upon: 1) the filing with the American Arbitration  Association of
               a  sworn  affidavit  by DFS or its  attorney  setting  forth  the
               default in this  Agreement  and the balance due; and 2) providing
               the  Borrower and  Guarantor 10 days to file a  counter-affidavit
               rebutting  DFS'  affidavit.  A copy  of  said  affidavit  and any
               arbitration  pleadings  shall be  mailed by DFS to  Borrower  and
               Guarantor via Federal Express at their address provided herein. A
               copy of any counter-affidavits and arbitration pleadings shall be
               mailed by Borrower  and  Guarantor  via  Federal  Express at DFS'
               address  provided  herein.  UPON DEFAULT,  BORROWER AND GUARANTOR
               SPECIFICALLY  REAFFIRM THEIR CONSENT TO BINDING  ARBITRATION  AND
               THE ENTRY OF AN AWARD AGAINST THEM WITHOUT  ADDITIONAL SERVICE OF
               PROCESS  OTHER  THAN BY  FEDERAL  EXPRESS  OR  HEARING  AS MAY BE
               REQUIRED  BY  THE  ARBITRATION  RULES.   FURTHER,   BORROWER  AND
               GUARANTOR  SHALL NOT OPPOSE THE  CONFIRMATION  OF AN  ARBITRATION
               AWARD AS A FINAL  JUDGMENT  IF  APPLIED  FOR BY DFS IN A COURT OF
               COMPETENT JURISDICTION.

          G.   Borrower and  Guarantor  will pay DFS an extension fee in the sum
               of $5,000.00 in good funds upon execution of this Agreement.

     3.   Expiration of Extension

          DFS,  Borrower and Guarantor  further  agree that DFS may  immediately
          proceed to enforce any and all remedies available to it under the Loan
          Document,  Guaranty, or under applicable law in the event the Borrower
          or Guarantor fail to make any of the payments due or otherwise  comply
          with  this  Agreement  when due.  Time  shall be of the  essence  with
          respect  to  Borrower's  and   Guarantor's   obligations   under  this
          Agreement.



                                      Page 220
<PAGE>

     4    Conditions Precedent.

          The initial and ongoing  effectiveness of this Agreement is subject to
          the satisfaction of the following conditions precedent:

          A.   Execution  and delivery to DFS of an original  counterpart(s)  of
               this Agreement by Borrower and Guarantor and each of them.

               B.   Delivery of Incumbency  Certificates  of Borrower  approving
                    the  execution,  delivery and  performance of this Agreement
                    and the transactions  contemplated  herein,  duly adopted by
                    the Board of Directors in the same form as Exhibit A.

     5.   Representations and Warranties.

          Borrower represents and warrants to DFS that:

               A.   Borrower's  execution,  delivery  and  performance  of  this
                    Agreement  is not subject to the prior  consent  approval of
                    any third party or governmental authority.

               B.   All  the   obligations,   representations   and   warranties
                    contained  in the Loan  Document  remain  in full  force and
                    effect as modified hereby.

               C.   The execution, delivery and performance of this Agreement by
                    Borrower Does not violate,  contravene, or conflict with any
                    statute, rule, regulation,  agreement or instrument or order
                    binding upon Borrower or any of them, or to which  Borrower,
                    or any of them, is subject.

               D.   This Agreement  constitutes the valid and binding obligation
                    of Borrower and is enforceable in accordance with its terms,
                    except as such  enforceability  may be limited by bankruptcy
                    laws.

     6.   Covenants

          Until the Debt is paid in full and all  obligations and liabilities of
          Borrower  and the  Guarantor,  and each of them  under the  Agreement,
          Guaranty  and the  Loan  Document  are  performed  and  paid in  full,
          Borrower and Guarantor agree and covenant that:

                A.  Borrower is bound by the covenants and  agreements set forth
                    in the Loan Document.

                B.  Borrower  shall  promptly  notify DFS of:  (i) any  material
                    adverse  change in The  financial  condition  or business of
                    Borrower,  the Guarantor,  or any of them;  (ii) any default
                    under any agreement,  contract or other  instrument in which
                    Borrower,  or the  Guarantor,  or any of them, is a party or
                    which any of Borrower's or any of the Guarantor's properties
                    are  bound,  or  any  acceleration  of the  maturity  of any
                    indebtedness  owing by Borrower or the Guarantor,  or any of
                    them; (iii) any adverse claim against or affecting  Borrower
                    or the  Guarantor,  or any of them,  or any of  Borrower  or
                    Guarantor  property;  (iv) any  litigation,  arbitration  or
                    other claim or controversy which might become the subject of
                    litigation against Borrower or Guarantor, or any of them, or
                    affecting any of Borrower's or Guarantor's  properties;  and
                    (v)  any  bankruptcy  proceeding  filed  by or  against  the
                    Borrower  or  Guarantor   under  Tile  11  U.S.C.  or  state
                    insolvency proceeding.


                                      Page 221
<PAGE>

                C.  Borrower   authorizes,   and  consents  to,  the  continuing
                    presence of DFS  personnel on Borrower's  business  premises
                    during normal  business  hours for the purpose of inspecting
                    the Collateral and auditing of Borrower's books and records.
                    Borrower  acknowledge  and agrees  that the  presence of DFS
                    personnel  on  Borrower's  premises  shall be for purpose of
                    protecting  DFS' interest in the Collateral and never deemed
                    as DFS' exercise and control over  Borrower,  the Collateral
                    or Borrower's business.

                D.  Borrower shall deliver all of the documents and  instruments
                    requested by DFS in conjunction  with this Agreement and the
                    Loan  Document to maintain,  confirm or protect its security
                    interest in the Collateral.

     7.   Default/Remedies.

          Upon the  occurrence  of a default  under this  Agreement or under the
          Loan  Documents;  (i) DFS shall be entitled to take such lawful action
          as it deems appropriate (including without limitation, the institution
          of  arbitration   proceedings,   the   commencement   of  judicial  or
          non-judicial  proceedings  to recover  possession  of the  Collateral,
          filing a claim in an attempt  to obtain  immediate  possession  of the
          Collateral) for the purpose of collecting the indebtedness outstanding
          under the Loans, and preserving or protecting the Collateral  securing
          the payment  thereof;  and (ii) DFS and  Guarantor,  and each of them,
          except where prohibited by law or required under this Agreement or the
          Loan Document, waive any notice of default, acceleration,  termination
          of extension  or other notice  requirements  or  provisions  contained
          within the Loan  Document,  or imposed by applicable  law prior to DFS
          undertaking any such actions.

    8.    Borrower's and Guarantors' Releases.

          Borrower and Guarantor,  and each of them for themselves and for their
          respective agents, partners,  servants,  employees,  attorneys, heirs,
          successors  and assigns,  have this day RELEASED and by these presents
          do RELEASE,  ACQUIT and FOREVER  DISCHARGE  DFS and its  predecessors,
          successors, assigns, managers, shareholders,  representatives,  parent
          corporations,   subsidiaries   and   affiliates,   agents,   servants,
          employees,   attorneys,   officers,  and  directors,   each  in  their
          respective  corporate and  individual  capacities  (collectively,  the
          "Released Parties") from any and all claims or cases of action,  suit,
          sums   of   money,   accounts,   reckonings,   covenants,   contracts,
          controversies,  agreements,  promises, rights, variances,  trespasses,
          damages, judgements,  executions,  claims and demands whatsoever which
          they have,  which are based on facts or  circumstances  which arose or
          existed from the  beginning of time to the date hereof,  whether known
          or unknown, asserted or unasserted, equitable or at law, arising under
          or pursuant to common or statutory law, rules or



                                      Page 222
<PAGE>



          regulations,  and which arose in the course of dealings between any of
          the Released  Parties and Borrower and  Guarantor,  or any of them, or
          which are directly or indirectly  attributable  tro the Loan Document,
          Guaranty or the rights,  interest,  covenants, or agreements evidenced
          thereby,  or any security therefor,  all loan modification  documents,
          any documents or  instruments  executed or delivered in connction with
          the   foregoing,    or   the   negotiation,    execution,    delivery,
          administration,   management,   collection  or   enforcement   thereof
          (collectively,  the "Applicable Transactions").  The foregoing release
          shall relate to any and all claims and causes of action of any kind or
          character relating to the Applicable  transactions,  growing out of or
          in any way  connected  with or resulting  from the acts,  actions,  or
          omissions,  of any of the  Released  Parties,  or any agent,  servant,
          employee,  attorney,  officer  or  director  of any  of  the  Released
          Parties,  including,  without  limitation,  any loss, costs, or damage
          arising or incurred in connection with any usurious  interest,  breach
          of  fiduciary  duty,  breach  of any duty of fair  dealing,  breach of
          confidence,  under influence,  duress, economic coercion,  conflict of
          interest, negligence, bad faith, malpractice, intentional or negligent
          infliction of mental distress,  tortious interference with contractual
          relations,   tortious   interference  with  corporate  or  partnership
          governance  or  prospective  business  advantage,  breach of contract,
          deceptive  trade  practices,  libel or slander  (without  admitting or
          implying  that any such  claim or cause of  action  exists  or has any
          validity).

    9.    Guarantor's  Consent.  Guarantor  hereby  consents  to the  terms  and
          conditions contained in this Agreement. Guarantor further confirms and
          agrees  that  neither  the  execution  of  this  Agreement,   nor  the
          consummation of the transactions  described therein,  shall in any way
          effect or diminish the liability of the  Guarantor  under the terms of
          the  Guaranty  previously,   concurrently  or  hereafter  executed  by
          Guarantor, and that such Guaranty continues in full force and effect.

    10.    Miscellaneous.

          (a)  Waivers. No failure to exercise,  and no delay in exercising,  on
          the part of any Party, any right under this Agreement, the Guaranty or
          the Loan  Document  shall operate as a waiver  thereof,  nor shall any
          single or  partial  exercise  thereof  preclude  any other or  further
          exercise thereof or the exercise of any other right. The rights of the
          Parties in such  documents  shall be in addition  to all other  rights
          provided  by  law.  No  notice  or  demand  given  in any  case  shall
          constitute  a waiver  of the right to take  other  action in the same,
          similar or other  instances  without  such  notice or demand.  Nothing
          herein or in the Loan  Document  shall be  construed to be a waiver by
          DFS of any rights  under the Loan  Document or  Guaranty.  DFS has not
          waived any rights or  remedies  available  to DFS,  whether  under the
          Agreement, Loan Document, Guaranty or otherwise.  Further, DFS has not
          consented  to, nor shall  anything  herein be  construed to imply DFS'
          consent  to, a  release  of the  liens and  security  interest  in the
          Collateral granted under the Loan Document.

          (b)  Survival of Representations  and Warranties.  All representations
          warranties,  covenants and conditions made in this Agreement, the Loan
          Document,  or the Guaranty shall survive the execution and delivery of
          these documents.



                                      Page 223
<PAGE>

          (c)  Severability.   Any  provision  of  this  Agreement  held  by  an
          arbitrator  or a court of  competent  jurisdiction  to be  invalid  or
          unenforceable  shall not impair or  invalidate  the  remainder of this
          Agreement and the effect thereof shall be confined to the provision so
          held to be invalid or unenforceable.

          (d)  Applicable Law. This Agreement shall be deemed to have been made,
          and to be  performable  in Georgia  and shall be  governed,  except as
          provided for in Paragraph  10(n),  by and construed in accordance with
          the laws of the State of Georgia.

          (e)  Successors and Assigns.  This Agreement is binding upon and shall
          inure to the benefit of DFS,  Borrower,  Guarantor,  and each of them,
          and their  respective  successors,  heirs  and  assigns,  except  that
          Borrower and  Guarantor may not assign or transfer any of their rights
          or obligations hereunder without the prior written consent of DFS.

          (h)  Counterparts.  This  Agreement  may be  executed  in one or  more
          counterparts,  each of which when so executed shall be deemed to be an
          original,  but all of which when taken together  shall  constitute one
          and the same  instrument.  The  original  of this  Agreement  shall be
          delivered to DFS by 5:00 p.m. E.D.T. on August 19, 1998.

          (g)  Notices.  Any notice  required or permitted to be given by DFS to
          Borrower or Guarantor, or any of them, hereunder shall be conclusively
          deemed to have been given and received if made in the  following  way:
          (i) either (a) in a writing  which is hand  delivered  to Borrower and
          Guarantor at the addresses set forth below for such parties, or (b) in
          a writing,  transmitted by facsimile  machine to the facsimile machine
          numbers  set forth  below  for such  parties;  and (ii) in a  writing,
          mailed by prepaid or recognized  overnight courier  (including without
          limitation,  Federal  Express or Airborne),  to the address  specified
          below; in each case such notice shall be deemed to have been given and
          received  on the day that it is  transmitted  or  mailed  as  provided
          herein.  All parties will notify all other parties of a change n their
          address or facsimile number.

                     DEUTSCHE FINANCIAL SERVICES CORPORATION
                        10000 Midlantic Drive, Suite 401
                          East Laurel Corporate Center
                              Mt. Laurel, NJ 08054
                            Attention: Greg Ledington
                            Facsimile: (609) 234-2530

                                 With a copy to:

                     DEUTSCHE FINANCIAL SERVICES CORPORATION
                           655 Maryville Centre Drive
                         St. Louis, Missouri 63141-5832
                           Attention: General Counsel
                            Facsimile: (314) 523-3190



                                      Page 224
<PAGE>

                    If to Borrower, Colmena and Peplin, or any of them:

                        Attention: Richard C. Peplin, Jr.
                                  Colmena Corp.
                               25100 Detroit Road
                              Westlake, Ohio 44145
                              Facsimile: (440) 871-

                                 With a copy to:

                        Oppenheimer, Wolff & Donnelly LLP
                       500 Newport Center Drive, Suite 700
                             Newport Beach, CA 92660
                     Attention: Teresa Tormey Fineman, Esq.
                            Facsimile: (949) 719-6020

               If to Ila Sethi and Madhu Sethl, or either of them:
                              22423 Overture Circle
                              Boca Raton, FL 33438
                           Facsimile: (954) 252-3740

          (h)  The headings,  captions and  arrangements  used in this Agreement
          are for convenience  only and shall not affect the  interpretation  of
          this Agreement.

          (i)  Insurance.  Borrower  will  continue to maintain  and provide DFS
          with Certificates of Insurance naming DFS as a loss payee covering the
          Collateral at all Borrower's locations until the Debt is paid in full.

          (j)  Full and Independent Knowledge. Each Party hereto represents that
          it has  been  represented  by an  attorney  in  conjunction  with  the
          preparation and review of this Agreement,  that its representative has
          specifically  discussed  with its  attorney  the meaning and effect of
          this Agreement,  or had to opportunity to consult with an attorney and
          that its  representative  has carefully read and understands the scope
          and  effect  each  provision  contained  herein.  Each  Party  further
          represents  that  it  does  not  rely  and has  not  relied  upon  any
          representation  or statement  made by the other party hereto or any of
          its representatives with regard to the subject matter, basis or effect
          of this Agreement.

     There are not unwritten agreements between the Parties.  This Agreement may
only be amended by a writing signed by the Parties.

         (k)  Ownership  Claims.  Each Party hereto  warrants and represents to
          each of the other that it has not heretofore  assigned or transferred,
          or purported to assign or transfer, to any person or entity, and claim
          or any portion thereof or interest  therein,  and agrees to indemnify,
          defend and hold each other party harmless from and against any and all
          claims  based  on or  arising  out  of  such  assignment  or  transfer
          purported  assignment or transfer of claims or any portion  thereof or
          interest therein.



                                      Page 225
<PAGE>

          (l)  Further  Assurances.   Each  of  the  parties,   without  further
          consideration  agrees to execute and deliver such other  documents and
          take  such  other  action  as may be  necessary  to  communicate  more
          effectively the subject matter hereof.

          (m)  Dispute  Resolution.  Any  controversy or claim arising out of or
          relating to this Agreement, the relationship resulting in or from this
          Agreement  or the  breach of any duties  hereunder  will be settled by
          Arbitration in accordance with the Commercial Arbitration Rules of the
          American  Arbitration  Association.  All  hearings  will  be  held  in
          Atlanta,  Georgia before an arbitrator who is a licensed  attorney.  A
          judgement upon the award  rendered by the arbitrator  shall be entered
          in a court of  competent  jurisdiction,  including  the United  States
          District  Court,   Eastern  District  of  Pennsylvania.   The  Federal
          Association  Act (Title 9 United  States Code  Sections 1 shall govern
          all arbitrations.

          (n)  Recitals.  The  above  recitals  are  true  and  correct  in  all
           respects.

     This Agreement is EXECUTED as of the date first written above.

  ATTEST:                                Business Technology Systems, Inc
                                              A Florida corporation
/s/ Richard C. Peplin, Jr.
___________________________________      By:/s/ Richard C. Peplin, Jr.
         Secretary
                                         Name: Richard C. Peplin, Jr.

                                         Title: President

                            CORPORATE ACKNOWLEDGMENT

STATE OF Ohio                       )
                                    )SS:
COUNTY OF Cuhahoga )

     On the 26th day of August,  1998,  before me  personally  came,  Richard C.
Peplin,  Jr.,  who being by me duly  sworn,  did  depose  and say that he is the
President of Business Technology Systems,  Inc. known to me to be the person who
executed  the within  Extension  Agreement  on behalf of said  corporation,  and
acknowledged to me that they executed the same for the purposes therein stated.


                                      Page 226

<PAGE>


/s/ Ila Sethi
-------------------------------
Ila Sethi - Guarantor

Address
22423 Overture Circle,
Boca Raton, FL 33428

                            INDIVIDUAL ACKNOWLEDGMENT

STATE OF Florida                            )
                                            )SS:
COUNTY OF Palm Beach                        )

         On this 1 day of  June,  1999,  before  me,  the  subscriber,  a Notary
Public,  personally appeared Ila Sethi known to me to be the person described in
and who  executed  the  above  Extension  Agreement,  and who  acknowledged  the
execution thereof to be her free act and deed.

My Commission Expires 5/7/2001
Notary Public:

/s/ Madhu Sethi
------------------------------
Madhu Sethi - Guarantor

Address
22423Overture Circle,
Boca Raton, FL 33428




                            INDIVIDUAL ACKNOWLEDGMENT

STATE OF Florida                            )
                                            )SS:
COUNTY OF Palm Beach                        )


         On this 1 day of  June,  1999,  before  me,  the  subscriber,  a Notary
Public,  personally appeared Madhu Sethi, known to me to be the person described
in and who executed the above  Extension  Agreement,  and who  acknowledged  the
execution thereof to be his free act and deed.

My Commission Expires: 5/7/2001
Notary Public:



                                      Page 227
<PAGE>


/s/ Richard C. Peplin, Jr.
--------------------------------
Richard C. Peplin, Jr. - Guarantor
Address:
24811  Framingham  Westlake, OH 44145


                            INDIVIDUAL ACKNOWLEDGMENT

STATE OF Ohio                       )
                                    )SS:
COUNTY OF Cuhahoga )


     On this 26th day of  August,  1998,  before me,  the  subscriber,  a Notary
Public, personally appeared Richard C. Peplin, Jr., known to me to be the person
described  in  and  who  executed  the  above  Extension   Agreement,   and  who
acknowledged the execution thereof to be his free act and deed.

My Commission Expires: 10/12/99                    Notary Public Pamela S. Burda



/s/ Richard C. Peplin, Jr.
Colmena Corporation - Guarantor
Address:
25100 Detroit Rd., Westlake, OH 44145

                            CORPORATE ACKNOWLEDGMENT

STATE OF Ohio                       )
                                    )SS:
COUNTY OF Cuhahoga )

         On this 26th day of August,  1998, before me, the subscriber,  a Notary
Public personally  appeared Richard C. Peplin,  Jr., know to me to be the person
described in and who executed the above  Extension  Agreement on behalf  Colmena
Corporation as a duly authorized  officer,  and who  acknowledged  the execution
thereof to be his free act and deed.

My Commission expires: 10/12/99                   Notary Public: Pamela S. Burda



DEUTSCHE FINANCIAL SERVICE CORPORATION,
A Florida Corporation

By: /s/ Ila Sethi
Title: ________________

                                      Page 228
<PAGE>



                             INCUMBENCY CERTIFICATE
                                       OF

                        Business Technology Systems, Inc.

     I, Richard C. Peplin, Jr., hereby certify that:

     I am the  duly  qualified  and  acting  Secretary  of  Business  Technology
Systems, Inc., and Florida corporation (the "Corporation").

     I hereby certify that the following named  individuals are duly elected and
appointed  officers  of the  Corporation  who are  currently  serving  in  their
respective  offices on behalf of the  Corporation.  I further  certify  that the
signatures of said officers  subscribed  to the within  instrument  are true and
genuine signatures of said officers.

                 The officers of the Corporation are as follows:

Office                     Name                             Manual Signature

President                  Richard C. Peplin, Jr.   /s/ Richard C. Peplin, Jr.

Chairman of the Board      Richard C. Peplin, Jr.   /s/ Richard C. Peplin, Jr.

Secretary                  Richard C. Peplin, Jr.   /s/ Richard C. Peplin, Jr.

     I further  certify that  President and Secretary are  authorized to execute
and deliver any and all documents on behalf of the Corporation.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of the Corporation this 25th day of August, 1998.

(SEAL)
                                 /s/ Richard C. Peplin, Jr.
                                _______________________________
                                 Richard C. Peplin, Jr., Secretary



                                      Page 229
<PAGE>


                        AMERICAN ARBITRATION ASSOCIATION
                         COMMERCIAL ARBITRATION TRIBUNAL

DEUTSCHE FINANCIAL SERVICES                                   )
CORPORATION                                                   )
         Claimant,                                            )        Case No.
v.                                                            )
Business Technology Systems, Inc.                             )
a Florida Corporation ("Borrower"),                           )
Ila Sethi, Madhu Sethi,                                       )
Richard C. Peplin, Jr. and                                    )
Colmena Corporation                                           )
                  Respondents.                                )

                            CONSENT ARBITRATION AWARD

Duetsche Financial Services  Corporation  ("DFS"),  Business Technology Systems,
Inc., a Florida Corporation ("Borrower"), and Ila Sethi, Madhu Sethi, Richard C.
Peplin, Jr. and Colmena Corporation, (collectively "Respondents") hereby consent
to the  entry of an  arbitration  award  ("Award")  in favor of DFS and  against
Respondents, in the amount of $348,858.39 plus interest at the per annum rate of
Prime plus 6.5% from August 1, 1998 less such sums  received by DFS  pursuant to
the Extension Agreement dated as of August 19, 1998 a state the following:

WHEREAS,  DFS and  Respondents  have agreed that all disputes  between and among
them would be  resolved by binding  arbitration  with the  American  Arbitration
Association;

WHEREAS,  DFS and Respondents mutually desire to resolve all claims between them
and to avoid any further cost or  inconvenience  inherent in proceeding  with an
arbitration  claim,  and to that ens,  DFS and  Respondents  have entered into a
Extension  Agreement  (collectively  "Settlement"),  a true and accurate copy of
which is attached hereto as Exhibit 1 and incorporated herein by reference.

NOW THEREFORE, for and in consideration of the mutual covenants,  conditions and
promises  contained herein and/or in the Settlement,  and other good an valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, DFS
and Respondents hereby agree as follows:

         1.  Respondents  consent  tot he  entry of an Award in favor if DFS and
against  Respondents in the amount of $348,858.39 plus interest at the per annum
rate of Prime  plus 6.5% from  August  1,  1998 less such sums  received  by DFS
pursuant  to the  Extension  Agreement  dated as of August 19,  1998.  All funds
received by DFS from the  liquidation of the Collateral and from the Respondents
will be credited against the Debt.

         2. In the event Respondents do not comply with the provisions described
in the Settlement,  DFS shall have the right to file the Award with the American
Arbitration  Association  upon the filing of an affidavit of proof setting forth
the amount of the debt together


                                      Page 230
<PAGE>



with the proof of service upon Respondents.  Thereafter, DFS may move to confirm
the entry of the Award as a Judgement  in a Federal or State court of  competent
jurisdiction  and Respondent shall not oppose the confirmation of the Award as a
final  judgement  if  applied  for by  DFS.  Service  upon  Respondents  in such
confirmation  action shall be  sufficient  if  forwarded  by Federal  Express to
Respondents at the address  contained in the Extension  Agreement.  The original
Award  shall be held by DFS  subject  to a default in the  payment  terms of the
Settlement.  The Award will be satisfied by the timely  payment of the Debt,  as
adjusted, by Respondent. The Federal Arbitration Act (Title 9 United States Code
Section 1 et seq.) Shall govern all such proceedings.

CONSENTED TO:

ATTEST:                                        Business Technology Systems, Inc.
                                                      a Florida corporation

/s/ Secretary                                     By: /s/ Richasrd C. Peplin, Jr
Secretary
                                                  Name: Richard C. Peplin. Jr.

                                                Title President

                            CORPORATE ACKNOWLEDGMENT

STATE OF OHIO      )
                   ) SS:
COUNTY OF Cuyahoga )

         On  the  26th  day  of  August,   1998,   before  me  personally  came,
_______________________________  who being by me duly sworn,  did depose and say
that he is the President of Business Technology Systems, Inc., known to me to be
the  person  who  executed  the  within  Extension  Agreement  on behalf of said
corporatio,  and acknowledged to me that they executed the same for the purposes
therein stated.

                            /s/ Pamela Burda
                                 Notary Public

My commission expires:


                                                                   /s/ Ila Sethi
                                                                       Ila Sethi
                                                                       Guarantor

                                      Page 231
<PAGE>



                            INDIVIDUAL ACKNOWLEDGMENT

STATE OF  Florida   )
                    )        SS:
COUNTY OF Palm Beach)

         On this 1 day of  June,  1999,  before  me,  the  subscriber,  a Notary
Public, personally appeared Ila Sethi, known to me to be the person described in
and who  executed  the  above  Extension  Agreement,  and who  acknowledged  the
execution thereof to be her free act and deed.

My Commission Expires: 5/7/2001

                       Notary Public: /s/ Joseph L. Gall, Jr.


                                                                /s/  Madhu Sethi
                                                                     Madhu Sethi
                                                                       Guarantor

                            INDIVIDUAL ACKNOWLEDGMENT

STATE OF Florida    )
                    )               ss:
COUNTY OF Palm Beach)

         On this 1 day of  June,  1999,  before  me,  the  subscriber,  a Notary
Public,  personally appeared Madhu Sethi, known to me to be the person described
in and who executed the above  Extension  Agreement,  and who  acknowledged  the
execution thereof to be his free act and deed.

My Commission expires 5/7/2001

                       Notary Public: /s/ Pamela S. Burda


                                                      /s/ Richard C. Peplin, Jr.
                                                          Richard C. Peplin, Jr.
                                                                       Guarantor

                            INDIVIDUAL ACKNOWLEDGMENT

STATE OF   Ohio    )
                   )       ss:
COUNTY OF Cuyahoga )

     On this 26th day of  August,  1998,  before me,  the  subscriber,  a Notary
Public, personally appeared Richard C. Peplin, Jr., known to me to be the person
described  in  and  who  executed  the  above  Extension   Agreement,   and  who
acknowledged he execution thereof to be his free act and deed.

My Commission Expires Oct. 12, 1999

                       Notary Public: /s/ Pamela S. Burda

                                      Page 232
<PAGE>



                                                      /s/ Richard C. Peplin, Jr.
                                                             Colmena Corporation
                                                                       Guarantor

                            CORPORATE ACKNOWLEDGMENT

STATE OF Ohio       )
                    )       SS:
COUNTY OF Cuyahoga  )

         On this 26th day of August,  1998, before me, the subscriber,  a Notary
Public, personally appeared Richard C. Peplin, Jr., known to me to be the person
described in and who executed the above Extension Agreement on behalf of Colmena
Corporation as a duly authorized  officer,  and who  acknowledged  the execution
thereof to be his free act and deed.

My Commission Expires: Oct. 12, 1999

                       Notary Public:  /s/ Pamela S. Burda


                                        DEUTSCHE FINANCIAL SERVICES CORPORATION,
                                                            a Nevada Corporation

                             By: /s/ Senior Vic President (signature unreadable)


                                                     Name: _____________________

                                                   Title:_______________________

                                      Page 233