EXHIBIT 10.1

                                    AMENDMENT
                                       TO
                INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT

         This AMENDMENT TO THE INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT
(this "Amendment") is made as of January 31, 2000 by and among SAVOIR TECHNOLOGY
GROUP, INC. ("SVTG"), a Delaware corporation, BUSINESS PARTNER SOLUTIONS, INC.,
a Texas corporation, MCBA SYSTEMS, INC., an Alabama corporation ("MCBA") and IBM
CREDIT CORPORATION, a Delaware corporation ("IBM Credit"). (SVTG and BPS and
MCBA are each referred to herein as a "Customer or, collectively, the
"Customers").

                                    RECITALS:

         WHEREAS, Customers and IBM Credit have entered into that certain
Inventory and Working Capital Financing Agreement dated as of September 4, 1998
(as amended, supplemented or otherwise modified from time to time, the
"Agreement");

         WHEREAS, Customers have requested that (i) the Term Loan be restructed,
including an increase in the principal amount, and (ii) the Credit Line be
temporarily increased, and IBM Credit is willing to agree to the requests,
subject to the terms set forth in this Amendment.

                                    AGREEMENT

         NOW THEREFORE, in consideration of the premises set forth herein, and
for other good and valuable consideration, the value and sufficiency of which is
hereby acknowledged, the parties hereto agree that the Agreement is amended as
follows:

SECTION 1. DEFINITIONS. All capitalized terms not otherwise defined herein shall
have the respective meanings set forth in the Agreement.

SECTION 2. AMENDMENT. The Agreement is hereby amended as follows:

         Attachment A to the Agreement is hereby amended by deleting such
Attachment A in its entirety and substituting, in lieu thereof, the Attachment A
attached hereto. Such new Attachment A shall be effective as of the date
specified in the new Attachment A. The changes contained in the new Attachment A
include, without limitation, the following:

(a)      The Commitment Fee described in Part I(L)(ii) is renamed to be an
         "Unused Line Fee" and is revised to "from and including January 1,
         2000, one half of one percent (0.50%) per annum of the difference
         between the then current Credit Line (including any temporary increases
         or decreases then in effect) and the Average of the sum of the Product
         Advances, PRO Advances and WCO Advances calculated and billed at the
         end of each month".

(b)      The Term Loan Commitments in Attachment A, Part I(H) are revised to:

         "Term A Loan:     Fifteen Million Two Hundred Dollars ($15,000,200.00)

         Term B Loan:      n/a"

                                  Page 1 of 3

<PAGE>

(c)      Terms of the Terms Loans described in Attachment A, Part I(H) are
         revised as follows:

   (i)   Finance Charges:

         Term A Loan:         Prime Rate plus 2.50% (effective January 1, 2000)

   (ii)  Repayment:           The repayment schedule for the Term Loan Advances
                              described in the parenthetical note is revised to
                              "(Note: Beginning January 1, 2000 and continuing
                              through the Stated Maturity Date, the outstanding
                              Term Loan Advances will be repaid in one principal
                              payment of $1,666,600.00 in January, 2000, 15
                              equal monthly principal payments of $8333,333.33
                              due on the 25th of each month beginning in March,
                              2000, and a final principal payment due on June
                              25, 2001 of $833,600.05 as well as interest on the
                              remaining principal. If the Prime Rate changes
                              during this period, the monthly interest payments
                              will be recalculated over the remaining term at
                              the new Term Loan Finance Charge)."

   (iii)  Maturity Date:      The Stated Maturity Date for the Term A Loan is
                              changed to June 25, 2001 (from September 30, 2000)
                              and the repayment terms are revised as described
                              in Attachment A.

(d)      Customer shall be required to maintain the following financial
         percentage(s) and ratio(s) as of the last day of the fiscal period
         under review by IBM Credit:

<TABLE>
<CAPTION>
         COVENANT             FYE 12/99      QTR. 3/00       QTR. 6/00      QTR. 9/00      FYE 12/00      QTR. 3/01+
<S>                           <C>            <C>             <C>            <C>            <C>             <C>
(i)   Net Profit after        .10%           .80%            1.00%          1.25%          1.50%           1.50%
      Tax to Revenue
      Equal to or Greater
      than

(ii)  Current Assets to       1.025:1.00     1.025:1.00      1.025:1.00     1.05:1.00      1.05:1.00       1.10:1.00
      Current Liabilities
      Greater than

(iii) Tangible Net Worth      $0             $2,500          $5,000         $10,000        $15,000         $20,000
      (in $K) Equal to or
      Greater than
</TABLE>

SECTION 3. REPRESENTATIONS AND WARRANTIES. Customers make to IBM Credit the
following representations and warranties all of which are material and are made
to induce IBM Credit to enter into this Amendment.

SECTION 3.1 ACCURACY AND COMPLETENESS OF WARRANTIES AND REPRESENTATIONS. All
representations made by Customers in the Agreement were true and accurate and
complete in every respect as of the date made, and, as amended by this
Amendment, all representations made by Customers in the Agreement are true,
accurate and complete in every material respect as of the date hereof, and do
not fail to disclose any material fact necessary to make representations not
misleading.

                                  Page 2 of 3

<PAGE>

SECTION 3.2 VIOLATION OF OTHER AGREEMENTS. The execution and delivery of this
Amendment and the performance and observance of the covenants to be performed
and observed hereunder do not violate or cause Customers not to be in compliance
with the terms of any agreement to which any Customer is a party.

SECTION 3.3 LITIGATION. Except as has been disclosed by Customers to IBM Credit
in writing, there is no litigation, proceeding, investigation or labor dispute
pending or threatened against any Customer, which if adversely determined, would
materially adversely affect such Customer's ability to perform Customer's
obligations under the Agreement and the other documents, instruments and
agreements executed in connection therewith or pursuant hereto.

SECTION 3.4 ENFORCEABILITY OF AMENDMENT. This Amendment has been duly
authorized, executed and delivered by Customers and is enforceable against
Customers in accordance with its terms.

SECTION 4. RATIFICATION OF AGREEMENT. Except as specifically amended hereby, all
of the provisions of the Agreement shall remain unamended and in full force and
effect. Customers hereby, ratify, confirm and agree that the Agreement, as
amended hereby, represents a valid and enforceable obligation of Customers, and
is not subject to any claims, offsets or defenses.

SECTION 5. GOVERNING LAW. This Amendment shall be governed by and interpreted in
accordance with the laws which govern the Agreement.

SECTION 6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which shall
constitute one agreement.

         IN WITNESS WHEREOF, this Amendment has been executed by duly authorized
representatives of the undersigned as of the day and year first above written.

SAVOIR TECHNOLOGY GROUP, INC.                BUSINESS PARTNER SOLUTIONS, INC.


By:     /s/ Dennis Polk                      By:     /s/Terry Johnson
    ------------------------------------         -------------------------------

Print Name:  Dennis Polk                     Print Name:   Terry Johnson
           -----------------------------                 -----------------------

Title:    SVP-Corporate Finance              Title:   CFO
       ---------------------------------            ----------------------------

Date:     2/7/00                             Date:    2/7/00
      ----------------------------------           -----------------------------

IBM CREDIT CORPORATION                       MCBA SYSTEMS, INC.


By:    /s/ Heather Jepson                    By:   /s/ Terry Johnson
    ------------------------------------         -------------------------------

Print Name:   Heather Jepson                 Print Name:   Terry Johnson
           -----------------------------                 -----------------------

Title:    Region Credit Manager              Title:   CFO
       ---------------------------------            ----------------------------

Date:    2/10/00                             Date:    2/7/00
      ----------------------------------           -----------------------------

                                  Page 3 of 3

<PAGE>

       ATTACHMENT A, EFFECTIVE DATE January 31, 2000 ("IWCF ATTACHMENT A")
     TO INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT")
                             DATED September 4, 1998

Customers:        SAVOIR TECHNOLOGY GROUP, INC.;
                  BUSINESS PARTNER SOLUTIONS, INC.;
                  MCBA SYSTEMS, INC.

I.       Fees, Rates and Repayment Terms:

         (A)      Credit Line:      One Hundred Twenty Five Million Dollars
                  ($125,000,000.00);

         (B)      Term Loan Commitment:

                  (i)      Term A Loan:     Fifteen Million Two Hundred Dollars
                                            ($15,000,200.00)

         (C)      Borrowing Base:

                  (i) 85% of the amount of the Customers' Eligible Accounts
                  other than Concentration Accounts as of the date of
                  determination as reflected in the Customers' most recent
                  Collateral Management Reports;

                  (ii) a percentage, determined from time to time by IBM Credit
                  in its sole discretion, of the amount of Customers'
                  Concentration Accounts for a specific Concentration Account
                  Debtor as of the date of determination as reflected in the
                  Customers' most recent Collateral Management Report; unless
                  otherwise notified by IBM Credit, in writing, the percentage
                  for Concentration Accounts for a specific Concentration
                  Account Debtor shall be the same as the percentage set forth
                  in paragraph (i) of the Borrowing Base;

                  (iii) 85% of the amount of the Customers' Eligible Accounts
                  arising from the sale of goods to or the performance of
                  services for Customers' clients in Puerto Rico ("Eligible
                  Puerto Rico Accounts") as of the date of determination as
                  reflected in the Customers' most recent Collateral Management
                  Reports, PROVIDED HOWEVER that Eligible Puerto Rico Accounts
                  shall be limited to the lesser of (a) an amount equal to 10%
                  of Eligible Accounts, or (b) $25,000.00;

                  (iv) 100% of amount of the Customer's Eligible IBM Credit
                  Accounts as of the date of determination as reflected in the
                  Customer's most recent Collateral Management Report;

                  (v) 100% of the Customers' inventory in the Customers'
                  possession as of the date of determination as reflected in the
                  Customers' most recent Collateral Management Report
                  constituting Products (other than service parts) financed
                  through a Product Advance by IBM Credit, provided, however,
                  IBM Credit has a

                                     Page 1 of 1tot

<PAGE>

                              IWCF ATTACHMENT A TO
      INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT')

I.       Fees, Rates and Repayment Terms (continued):

                  first priority security interest in such Products and such
                  Products are in new and in un-opened boxes. The value to be
                  assigned to such inventory shall be based upon the Authorized
                  Supplier's invoice price to Customers for Products net of all
                  applicable price reduction credits;

                  (vi) 50% of the value of other inventory in which IBM Credit
                  has a first priority security interest and ordered from
                  parties other than Authorized Suppliers which are on such
                  parties' current price list, UP TO a maximum collateral value
                  of $10,000,000.00. The value to be assigned to such inventory
                  shall be based upon the supplier's invoice price to Customers
                  for such products net of all applicable price reduction
                  credits;

                  (vii) 20% of the value of Customers' IBM new parts inventory
                  purchased from IBM. The value to be assigned to such inventory
                  shall be based upon the supplier's invoice price to Customers
                  for such products net of all applicable price reduction
                  credits;

                  (viii) 75% of used equipment purchased from IBM Credit;

                  (ix) 75% of verifiable prepaid expenses to IBM Credit End User
                  Financing for used equipment.

         (D)      Product Financing Charge: Prime Rate plus 1.625%.

         (E)      Product Financing Period: 75 days.

         (F)      Collateral Insurance Amount: Forty Million Dollars
                  ($40,000,000.00). Such insurance shall also include coverage
                  against earthquake peril for at least 30% of the value of
                  inventory stored in California.

         (G)      A/R Finance Charge:

                  (i)      PRO Advance Charge:  Prime Rate plus 1.875%.
                  (ii)     WCO Advance Charge:  Prime Rate plus 1.875%.

         (H)      Term Loan Finance Charges:

                  (i)      Term A Loan:  Prime Rate plus 2.500%

                  (Note: Beginning January 1, 2000 and continuing through the
                  Stated Maturity Date, the outstanding Term Loan Advances will
                  be repaid in one principal payment of $1,666,600.00 in
                  January, 2000, fifteen equal monthly principal payments of
                  $833,333.33 due on the 25th of each month beginning March,
                  2000, and a final principal payment due on June 25, 2001 of
                  $833,600.05 as well as interest on the remaining principal. If
                  the Prime Rate changes during this period, the monthly

                                 Page 2 of 2tot

<PAGE>

                 interest payments will be recalculated over the remaining term
                 at the new Term Loan Finance Charge).

                              IWCF ATTACHMENT A TO
      INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT")

I.       Fees, Rates and Repayment Terms (continued):

         (I)      Delinquency Fee Rate: Prime Rate plus 6.500%

         (J)      Shortfall Transaction Fee: Shortfall Amount multiplied by
                  0.30%

         (K)      Free Financing Period Exclusion Fee: Product Advance
                  multiplied by 0.25%

         (L)      Other Charges:

                  (i)      Monthly Service Fee: $1,500.00.

                  (ii)     Unused Line Fee:     one half of one percent (0.50%)
                                                per annum of the difference
                                                between the then current Credit
                                                Line (including any temporary
                                                increases or decreases then in
                                                effect) and the Average of the
                                                sum of the Product Advances, PRO
                                                Advances and WCO Advances
                                                calculated and billed at the end
                                                of each month

                  (iii)    Closing Fee          $200,000 payable on the Closing
                                                Date.

                                 Page 3 of 3tot

<PAGE>

II.      Bank Account

(A) Customer's Lockbox(es) and Special Account(s) will be maintained at the
following Bank(s):

Name of Bank:   _Silicon Valley Bank____________________________________________

Address:  ___________3003 Tasman Drive__________________________________________
___________________Santa Clara, CA 95054________________________________________

Phone: __                 (408) 654-7400________________________________________

Lockbox Address:          Dept, CH10917_________________________________________
                          Palatine, IL 60055-0917_______________________________

Special Account #: _341822772___________________________________________________

Name of Bank:  _Silicon Valley Bank_____________________________________________

Address:  ____________3003 Tasman Drive_________________________________________
____________________Santa Clara, CA 95054_______________________________________

Phone:  __                (408) 654-7400________________________________________

Lockbox Address:          Dept. LA21955_________________________________________
                          Pasadena, CA 91185-1955_______________________________

Special Account #:       _341822772_____________________________________________

Name of Bank:             Silicon Valley Bank___________________________________

Address: ___________3 Tasman Drive______________________________________________
___________________Santa Clara, CA 95054________________________________________

Phone: _____________(408) 654-7400______________________________________________

Account #             ___3418ZZ770_(operating account)__________________________

                                 Page 4 of 4tot

<PAGE>

                              IWCF ATTACHMENT A TO
      INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT")

III.     Financial Covenants:

Definitions: The following terms shall have the following respective meanings in
this Attachment A. All amounts shall be determined in accordance with generally
accepted accounting principles (GAAP).

         Consolidated Net Income shall mean, for any period, the net income (or
         loss), after taxes, of Customer on a consolidated basis for such period
         determined in accordance with GAAP.

         Current shall mean within the on-going twelve month period.

         Current Assets shall mean assets that are cash or expected to become
         cash within the on-going twelve months.

         Current Liabilities shall mean payment obligations resulting from past
         or current transactions that require settlement within the on-going
         twelve month period. All indebtedness to IBM Credit shall be considered
         a Current Liability for purposes of determining compliance with the
         Financial Covenants.

         Long Term shall mean beyond the on-going twelve month period.

         Long Term Assets shall mean assets that take longer than a year to be
         converted to cash. They are divided into four categories: tangible
         assets, investments intangibles and other.

         Long Term Debt shall mean payment obligations of indebtedness which
         mature more than twelve months from the date of determination, or
         mature within twelve months from such date but are renewable or
         extendible at the option of the debtor to a date more than twelve
         months from the date of determination.

         Net Profit after Tax shall mean Revenue plus all other income, minus
         all costs, including applicable taxes.

         Net Profit before Tax shall mean Revenue plus all other income, minus
         all costs, excluding applicable taxes.

         Revenue shall mean the monetary expression of the aggregate of products
         or services transferred by an enterprise to its customers for which
         said customers have paid or are obligated to pay, plus other income as
         allowed.

         Subordinated Debt shall mean Customers' indebtedness to third parties
         as evidenced by an executed Notes Payable Subordination Agreement in
         favor of IBM Credit.

                                 Page 5 of 5tot

<PAGE>

                              IWCF ATTACHMENT A TO
      INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT")

III.     Financial Covenants (continued):

         Tangible Net Worth shall mean:

                  Total Net Worth minus;

                           (a)      goodwill, organizational expenses, pre-paid
                                    expenses, deferred charges, research and
                                    development expenses, software development
                                    costs, leasehold expenses, trademarks, trade
                                    names, copyrights, patents, patent
                                    applications, privileges, franchises,
                                    licenses and rights in any thereof, and
                                    other similar intangibles (but not including
                                    contract rights) and other current and
                                    non-current assets as identified in
                                    Customers' financial statements (except for
                                    those assets identified in Attachment B,
                                    Section VII or otherwise mutually agreed to
                                    in writing by Customers and IBM Credit); and

                           (b)      all accounts receivable from employees,
                                    officers, directors, stockholders and
                                    affiliates; and

                           (c)      all callable/redeemable preferred stock
                                    (with the exception of preferred stock
                                    redeemable for other equity securities, and
                                    up to $21.6 million of that preferred stock
                                    issued concurrent with the acquisition of
                                    Star Management Services, Inc).

                 Total Assets shall mean the total of Current Assets and Long
                 Term Assets.

                 Total Liabilities shall mean the Current Liabilities and Long
                 Term Debt less Subordinated Debt, resulting from past or
                 current transactions, that require settlement in the future.

                 Total Net Worth (the amount of owner's or stockholder's
                 ownership in an enterprise) is equal to Total Assets minus
                 Total Liabilities.

                 Working Capital shall mean Current Assets minus Current
                 Liabilities.

EBITDA shall mean, for any period (determined on a consolidated basis in
accordance with GAAP), (a) the Consolidated Net Income of Customer for such
period, plus (b) each of the following to the extent reflected as an expense in
the determination of such Consolidated Net Income: (i) the Customer's provisions
for taxes based on income for such period; (ii) Interest Expense for such
period; and (iii) depreciation and amortization of tangible and intangible
assets of Customer for such period.

                                 Page 6 of 6tot

<PAGE>

Fixed Charges shall mean, for any period, an amount equal to the sum, without
duplication, of the amounts for such as determined for the Customer on a
consolidated basis, of (i) scheduled repayments of principal of all Indebtedness
(as reduced by repayments thereon previously made), (ii) Interest Expense, (iii)
capital expenditures (iv) dividends, (v) leasehold improvement expenditures and
(vi) all provisions for U.S. and non U.S.
Federal, state and local taxes.

Fixed Charge Coverage Ratio shall mean the ratio as of the last day of any
fiscal year of (i) EBITDA as of the last day of such fiscal year to (ii) Fixed
Charges.

Interest Expense shall mean, for any period, the aggregate consolidated interest
expense of Customer during such period in respect of Indebtedness determined on
a consolidated basis in accordance with GAAP, including, without limitation,
amortization of original issue discount on any Indebtedness and of all fees
payable in connection with the incurrence of such Indebtedness (to the extent
included in interest expense), the interest portion of any deferred payment
obligation and the interest component of any capital lease obligations.

                                 Page 7 of 7tot

<PAGE>

                              IWCF ATTACHMENT A TO
      INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT")

III. Financial Covenants (continued):

Customers will be required to maintain the following financial ratios,
percentages and amounts as of the last day of the fiscal period under review by
IBM Credit, based upon the consolidated financial statements of Savoir
Technology Group, Inc. and in each case measured on a year-to-date basis through
the last day of the fiscal period under review:

         a)      Current Assets to Current Liabilities ratio greater than 1.0 :
                 1.0 from on and after the Closing Date through and including
                 December 31, 1998; greater than 1.05 : 1.0 from on and after
                 January 1, 1999 through and including September 30, 1999;
                 greater than 1.025 : 1.0 from on and after October 1, 1999
                 through and including June 30, 2000; greater than 1.05 : 1.0
                 from on and after July 1, 2000 through and including December
                 31, 2000; greater than 1.10 :1.0 beginning January 1, 2001 and
                 thereafter;

         b)      Net Profit after Tax to Revenue percentage equal to or greater
                 than 0.9 percent from on and after the Closing Date through and
                 including December 31, 1998; equal to or greater than 1.0
                 percent from on and after January 1, 1999 through and including
                 March 31, 1999; 1.20 percent from on and after April 1, 1999
                 through and including June 30, 1999; 1.4 percent from on and
                 after July 1, 1999 through and including September 30, 1999;
                 0.10 percent from on and after October 1, 1999 through and
                 including December 31, 1999; equal to or greater than 0.80
                 percent from on and after January 1, 2000 through and including
                 March 31, 2000; equal to or greater than 1.0 percent from on
                 and after April 1, 2000 through and including June 30, 2000;
                 equal to or greater than 1.25 percent from on and after July 1,
                 2000, through and including September 30, 2000; equal to or
                 greater than 1.50 percent from on and after October 1, 2000 and
                 thereafter;

         c)      Tangible Net Worth equal to or greater then $0.00 from on and
                 after the Closing Date through and including December 31, 1998;
                 equal to or greater than $2.0 million from on and after January
                 1, 1999 through and including March 31, 1999; equal to or
                 greater than ($3.4) million from on and after April 1, 1999
                 through and including June 30, 1999; equal to or greater than
                 ($1.1) million from on July 1, 1999 through and including
                 September 30, 1999; equal to or greater than $0.0M from on
                 October 1, 1999 through and including December 31, 1999; equal
                 to or greater than $2.5 million from on January 1, 2000,
                 through and including March 31, 2000; equal or greater than
                 $5.0 million from on April 1, 2000, through and including June
                 30, 2000; equal to or greater than $10.0 million from on July
                 1, 2000 through and including September 30, 2000; equal to or
                 greater than $15.0 million from on October 1, 2000, through and
                 including December 31, 2000; equal to or greater than $20
                 million from

                                 Page 8 of 8tot

<PAGE>

                 on January 1, 2001 and thereafter;

         d)      Net Profit before Tax and interest expense to interest expense
                 ratio equal to or greater than 2.25 : 1.0;

         e)      EBITDA to Fixed Charges ratio equal to or greater than 1.0:1.0

                                 Page 9 of 9tot

<PAGE>

IV.      Additional Conditions Precedent Pursuant to Section 5.1 (K) of the
Agreement:

         o       Executed Contingent Blocked Account Amendments;

         o       Executed Waiver of Landlord Lien for all premises in which a
                 landlord has the right of levy for rent;

         o       Executed Termination Notices of those Intercreditor Agreements
                 dated 9/30/97 between Canpartners Investments IV, Robert
                 Fleming, Inc, and IBM Credit, and Harvey Najim, C. Joseph
                 Mertens and IBM Credit;

         o       Fiscal year-end financial statements of Customers as of end of
                 Customers' prior fiscal year audited by an independent
                 certified public accountant;

         o       A Certificate of Location of Collateral whereby each Customer
                 certifies where Customer presently keeps or sells inventory,
                 equipment and other tangible Collateral;

         o       Subordination or Intercreditor Agreements from all creditors
                 having a lien which is superior to IBM Credit in any assets
                 that IBM Credit relies on to satisfy Customers' obligations to
                 IBM Credit;

         o       Listing of all creditors providing accounts receivable
                 financing to Customers;

         o       A Collateral Management Report in the form of Attachment F as
                 of the Closing Date;

         o       A Compliance Certificate as to Customers' compliance with the
                 financial covenants set forth in Attachment A as of the last
                 fiscal month of Customers for which financial statements have
                 been published;

         o       An Opinion of Counsel substantially in the form and substance
                 of Attachment H whereby the Customers' counsel states his or
                 her opinion about the execution, delivery and performance of
                 the Agreement and other documents by the Customers to be
                 delivered to IBM Credit within 90 days of Closing Date;

         o       A Corporate Secretary's Certificate from each Customer
                 substantially in the form and substance of Attachment I
                 certifying to, among other items, the resolutions of
                 Customer's Board of Directors authorizing borrowing by
                 Customer;

         o       Termination or release of Uniform Commercial Code filing by
                 other creditors as required by IBM Credit;

         o       A copy of an all-risk insurance certificate pursuant to Section
                 7.8 (B) of the Agreement;

         o       Payment of the Closing Fee an the Closing Date;

                                Page 10 of l0tot