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                                                                   Exhibit 10.39

                        AGREEMENT FOR WHOLESALE FINANCING
                        (Unsecured -- Negative Covenant)

This Agreement for Wholesale Financing ("Agreement") is made as of February 25,
2000 between Deutsche Financial Services Corporation ("DFS") and Comteq Federal,
Inc., ______________a |_| SOLE PROPRIETORSHIP, |_| PARTNERSHIP, |xx|
CORPORATION, |_| LIMITED LIABILITY COMPANY (check applicable term) ("Dealer"),
having a principal Place of business located at 7503 Standish Place, Rockville,
MD 20855.

WHEREAS, Dealer and DFS heretofore entered into that certain Agreement for
Wholesale Financing dated July 17, 1997, as amended (the "Prior Agreement"), and

WHEREAS, Dealer has requested an unsecured credit facility from DFS; and

WHEREAS, Dealer and DFS desire to amend and restate the Prior Agreement to,
among other things, allow DFS to extend unsecured credit to Dealer.

NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby mutually amend and restate the Prior Agreement so that in its
entirety it reads as follows:

1.     Extension of Credit. Subject to the terms of this Agreement, DFS may
       extend credit to Dealer from time to time to purchase inventory from DFS
       approved vendors ("Vendors") and for other purposes. Upon DFS's advance
       of 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 genera1 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; (c)
       Dealer will have agreed that DFS is financing the items of inventory
       referenced in such Statement of Transaction 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 16% per annum or 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
       16, 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.     No Security Interest. Dealer has not granted, and will not in the future
       grant, a security interest to any third party in any of Dealer's assets
       including, but not limited to, Dealer's inventory financed by DFS (other
       than as may arise by operation of law, or which are being terminated in
       connection herewith, or liens on equipment which is the subject of
       capital leases or purchase money indebtedness ("Permitted
       Encumbrances")). Dealer has not executed, and will not execute, any
       financing statements or authorize the execution of any financing
       statements on Dealer's behalf.

4.     Affirmative Warranties and Representations. Dealer warrants and
       represents to DFS that: (a) Dealer's assets are not now and will not
       become subject to the security interest, lien, encumbrance or claim of
       any person, other than the Permitted Encumbrances; (b) Dealer will at all
       times be duly organized, existing, in good standing, qualified and
       licensed to do business in each state, county, or parish in which the
       failure to so qualify or be licensed could reasonably be expected to have
       a material adverse effect on Dealer's financial or business condition or
       could reasonably be expected to adversely affect a material portion of
       Dealer's assets (collectively, a "Material Adverse Effect"); (c) Dealer
       has the right and is duly authorized to enter into this Agreement; (d)
       Dealer's execution of this Agreement does not constitute a breach of any
       agreement to which Dealer is now or hereafter becomes bound which could
       cause a Material Adverse Effect; (e) there are and will be no actions or
       proceedings pending or threatened against Dealer which could have a
       Material Adverse Effect; (f) Dealer has paid and will pay when due all
       taxes, levies, assessments and governmental charges of any nature except
       those being contested by Dealer in good faith; (g) Dealer will promptly
       supply DFS with such information concerning it or any guarantor as DFS
       hereafter may reasonably request; (h) Dealer will give DFS thirty (30)
       days prior written notice of any change in Dealer's identity, name, form
       of business organization, ownership or principal place of business; (i)
       Dealer will observe and perform all matters required by any lease,
       license, concession or franchise necessary to the maintenance and
       operation of its business; (j) Dealer will advise DFS of the commencement
       of material legal proceedings against Dealer or any guarantor and (k)
       Dealer will comply with all applicable laws and will conduct its business
       in a manner which preserves and protects Dealer's assets.

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; or (b)
       merge or consolidate with another entity.

6.     Insurance. Dealer will keep the inventory insured for its full insurable
       value under an "all risk" property insurance policy with a company
       acceptable to DFS. Dealer will provide DFS with written evidence of such
       property insurance coverage upon request.

7.     Financial Statements. Dealer will deliver to DFS: (a) within ninety (90)
       days after the end of each of Dealer's fiscal years, a reasonably
       detailed balance sheet as of the last day of such fiscal year and a
       reasonably detailed income statement covering the consolidated operations
       of PC Connection, Inc. and its subsidiaries (including Dealer) for such
       fiscal year, in a form reasonably 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 the consolidated operations of PC
       Connection, Inc. and its subsidiaries (including Dealer) for such
       quarter, in a form reasonably satisfactory to DFS; and (c) within ten
       (10) days after request therefor by DFS, any other report reasonably
       requested by DFS relating to the inventory 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 in all material respects and have been and 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, other


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       than the corporate restructuring which occurred on or about December 31,
       1999 pursuant to which Dealer became a wholly-owned subsidiary of PC
       Connection, Inc.

8.     Reviews. Dealer grants DFS an irrevocable license to enter Dealer's
       business locations during normal business hours upon 24 hours notice to
       Dealer, unless Dealer is in default hereunder in which case no prior
       notice to Dealer shall be required, to (a) verify Dealer's compliance
       with this Agreement; (b) account for and inspect all inventory; and (c)
       examine and copy Dealer's books and records related to the inventory.

9.     Payment Terms. Dealer will immediately pay DFS the principal indebtedness
       owed DFS on each item of inventory financed by DFS (as shown on the
       Statement of Transaction identifying such inventory) on the earliest
       occurrence of any of the following events: (a) for inventory financed
       under Pay-As-Sold ("PAS") terms (as shown on the Statement of Transaction
       identifying such inventory), when such inventory is sold, transferred,
       rented, leased, otherwise disposed of or matured; (b) in strict
       accordance with any curtailment schedule for such inventory (as shown on
       the Statement of Transaction identifying such inventory); (c) for
       inventory financed under Scheduled Payment Program ("SPP") terms (as
       shown on the Statement of Transaction identifying such inventory), in
       strict accordance with the installment payment schedule; and (d) when
       otherwise required under the terms of any financing program agreed to in
       writing by the parties. If Dealer from time to time is required to make
       immediate payment to DFS of any past due obligation, Dealer agrees that
       acceptance of such payment by DFS shall not be construed to have waived
       or amended the terms of its financing program. 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 inventory financed by DFS,
       but, in any event, all principal payments will first be applied to such
       inventory which is sold, lost, stolen, damaged, rented, leased, or
       otherwise disposed of or unaccounted for. Any third party discount,
       rebate, bonus or credit granted to Dealer for any inventory will not
       reduce the debt Dealer owes DFS until DFS has received payment therefor
       in cash. Dealer will: (1) pay DFS even if any inventory 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; and (3) indemnify and hold DFS harmless against all claims and
       defenses asserted by any buyer of the inventory relating to the condition
       of, or any representations regarding, any of the inventory. Dealer waives
       all rights of offset and counterclaims 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
       inventory financed by DFS at the rate(s) shown on the Statement of
       Transaction identifying such inventory, 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 inventory identified on such
       Statement of Transaction until DFS receives full payment of the principal
       debt Dealer owes DFS for each item of such inventory in good funds 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 inventory 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 inventory financed by DFS will be
       calculated from the invoice date of such inventory, regardless of any
       period during which any finance charge subsidy shall be paid or payable
       by any third party. Dealer acknowledges that DFS intends to strictly
       conform to the applicable usury laws


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       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 or 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 of 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 payments 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.

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 (to 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.    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 any 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 not
       accurate when made; (d) Dealer fails to pay any portion of Dealer's debts
       to DFS when due and payable hereunder or under any other agreement
       between DFS and Dealer; (e) Dealer or any guarantor is or becomes in
       default in the payment of any debt owed to any third party in an amount
       over $1,000,000; (f) a money judgment issues against Dealer or any
       guarantor over $l,0000,000 in excess of insurance; (g) an attachment,
       sale or seizure issues or is executed against any assets of Dealer or of
       any guarantor; (h) Dealer or any guarantor shall cease existence as a
       corporation, partnership, limited liability company or trust, as
       applicable; (i) Dealer or any guarantor ceases or suspends business; (j)
       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; (k) 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; (l) 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; (m) any guaranty of Dealer's debts to
       DFS is terminated; (n) Dealer loses any franchise, permission, license or
       right necessary for the operation of its business; (q) Dealer or any
       guarantor misrepresents Dealer's or such guarantor's financial condition
       or organizational structure in any material respect; (o) DFS determines
       in good faith that it is insecure with respect to the payment of any part
       of Dealer's obligation to DFS; or (p) there shall occur a material
       adverse change in the financial or other condition or business prospects
       of Dealer or any guarantor.

13.    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


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              expenses of DFS' collection activity, including, without
              limitation, all reasonable attorneys' fees; exercise any or all
              rights under applicable law; and/or cease extending any additional
              credit to Dealer (DFS' right to cease extending credit shall not
              be construed to limit the discretionary nature of this credit
              facility).

       (b)    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.

14.    Power of Attorney. Dealer grants DFS an irrevocable power of attorney to
       supply any omitted information and correct errors in any documents
       between DFS and Dealer; and to initiate and settle any insurance claim
       pertaining to the inventory.

15.    Information. DFS may provide to any third party upon request any credit
       information on Dealer that DFS may from time to time possess or any
       financial or other information on Dealer that DFS may from time to time
       possess as required by law. DFS may obtain from any Vendor any credit,
       financial or other information regarding Dealer that such Vendor may from
       time to time possess.

16.    Termination. Either party may terminate this Agreement at any time by
       written notice received by the 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 hereunder, no prior notice of
       termination is required. Dealer will not be relieved from any obligation
       to DFS arising out of DFS' advances or commitments made before the
       effective termination date of this 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.

17.    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.

18.    Notices. except as otherwise stated herein, all notices, arbitration
       claims, responses, requests and documents will be sufficiently given or
       served 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 in writing.

19.    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.

20.    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.

21.    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.


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22.    Supplement. If Dealer and DFS have heretofore executed other agreements
       in connection with all or any part of the inventory and/or 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.

23.    Receipt of Agreement. Dealer acknowledges that it has received a true and
       complete copy of this Agreement. Dealer acknowledges that it has read and
       understood this Agreement. Notwithstanding anything herein to the
       contrary: (a) DFS may rely on any facsimile copy, electronic data
       transmission or electronic data storage of this Agreement, any Statement
       of Transaction (unless rejected by Dealer in accordance with Section 2
       hereof), 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.

24.    Miscellaneous. Time is of the essence regarding Dealer's performance of
       its obligations to DFS notwithstanding any course of dealing or custom on
       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 hereof. If Dealer fails to pay any
       taxes, fees or other obligations which may impair DFS' interest in the
       inventory, or fails to keep the inventory insured, DFS may, but shall not
       be required to, pay such taxes, fees or obligations and pay the cost to
       insure the inventory, 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 attorneys' 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.

25.    BINDING ARBITRATION.

       25.1   Arbitrable Claims. Except as otherwise 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 inventory disposition, or any
              other contract claim, all claims of deceptive trade practices or
              lender liability, and all claims questioning the reasonableness or
              lawfulness of 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 an 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.


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       25.2   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.

       25.3   Discovery. Discovery permitted in any arbitration proceeding
              commenced hereunder is limited as follows. No later than sixty
              (60) 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. 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 be 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.

       25.4   Exemplary or Punitive Damages. The Arbitrator(s) will not have the
              authority to award exemplary or punitive damages.

       25.5   Confidentiality of Awards. All arbitration proceedings, including
              testimony of 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 judgment 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.

       25.6   Prejudgment 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 prejudgment or provisional action or remedy
              relating to any inventory and/or 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.

       25.7   Attorneys' 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 25.6), the party bringing such action will be
              liable for and immediately pay all of the other party's reasonable
              costs and expenses including attorneys' fees) incurred to stay or
              dismiss such action and remove 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 DFS not
              prevail, such party will pay all reasonable costs and expenses,
              including reasonable attorneys' fees, incurred by the other party
              in defending such action.

       25.8   Limitations. Any arbitration proceeding must be instituted: (a)
              with respect to any Dispute for 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


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<PAGE>

              thereto occurred. 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
              proceedings, with respect to such Dispute.

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

26.    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.

27.    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 Commonwealth of Massachusetts.
       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.

       IN WITNESS WHEREOF, Dealer and DFS have executed this Agreement as of the
date first set forth hereinabove.

THIS CONTRACT CONTAINS BINDING ARBITRATION, JURY WAIVER AND PUNITIVE DAMAGE
WAIVER PROVISIONS.


DEUTSCHE FINANCIAL SERVICES CORPORATION      Comteq Federal, Inc.
                                             -----------------------------------
                                             Dealer's Name
By: /s/ Mark B. Schafer
   --------------------------------          By: /s/ Gary Sorkin
Print Name: Mark B. Schafer                     --------------------------------
          -------------------------          Print Name: Gary Sorkin
Title: Vice President - Operations                      ------------------------
      -----------------------------          Title: President
                                                   -----------------------------

                                             By:
                                                --------------------------------
                                             Print Name:
                                                        ------------------------
                                             Title:
                                                   -----------------------------

                                             ATTEST:
                                             /s/ Dawn M. Cranford
                                             -----------------------------------
                                             (Assistant) Secretary
                                             Print Name: DAWN M. CRANFORD
                                                        ------------------------


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