EXHIBIT 10.62



                          BUSINESS FINANCING AGREEMENT


This Business  Financing  Agreement  ("Agreement")  is made as of April 21, 1998
between DEUTSCHE FINANCIAL SERVICES  CORPORATION  ("DFS") and CAPITAL ASSOCIATES
TECHNOLOGY GROUP,  INC., A Corporation  ("Dealer"),  having a principal place of
business located at 2236 Washington Blvd., Ogden, UT 84401

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1.   DEFINITIONS
     -----------
     1.1   SPECIAL  DEFINITIONS.  The following terms  will  have the  following
           meanings in this Agreement, Agreement for Wholesale  Financing and in
           the Other Agreements:
                  "ACCOUNTS":  all accounts,  leases,  contract rights,  chattel
                  paper, choses in action and instruments, including any lien or
                  other security  interest that secures or may secure any of the
                  foregoing,  plus all  books,  invoices,  documents  and  other
                  records  in any  form  evidencing  or  relating  to any of the
                  foregoing, now owned or hereafter acquired by Dealer.
                  "ACCOUNTS  RECEIVABLE  FACILITY":  a credit facility  extended
                  pursuant to this Agreement.
                  "AGREEMENT  FOR  WHOLESALE   FINANCING":   any  Agreement  for
                  Wholesale  Financing,  as  amended  from  time to time,  which
                  Dealer has executed in conjunction  with  inventory  financing
                  extended by DFS.
                  "AVERAGE CONTRACT BALANCE": the amount determined by dividing:
                  (a) the sum of the Daily  Contract  Balances  (as  defined  in
                  SECTION 2.1.1) for a billing period; by, (b) the actual number
                  of days in such billing period.
                  "DEFAULT": the events or occurrences enumerated in SECTION 6.
                  "ENTITY":  any  individual,  association,  firm,  corporation,
                  partnership,  limited liability company,  trust,  governmental
                  body, agency or instrumentality whatsoever.
                  "GUARANTOR": a guarantor of any of the Obligations.
                  "INVENTORY":  all of Dealer's  presently  owned and  hereafter
                  acquired goods which are held for sale or lease.
                  "OBLIGATIONS":   all  liabilities  and   indebtedness  now  or
                  hereafter  arising,  owing,  due or payable from Dealer to DFS
                  (and any of its subsidiaries  and  affiliates),  including any
                  third party  claims  against  Dealer  satisfied or acquired by
                  DFS, whether primary or secondary,  joint or several,  direct,
                  contingent,  fixed or otherwise,  and whether or not evidenced
                  by   instruments  or  evidences  of   indebtedness,   and  all
                  covenants,    agreements   (including   consent   to   binding
                  arbitration), warranties, duties and representations,  whether
                  such  Obligations  arise  under  this  Agreement,   the  Other
                  Agreements  or  any  other  agreements   previously,   now  or
                  hereafter  executed  by  Dealer  and  delivered  to  DFS or by
                  operation of law.
                  "OTHER  AGREEMENTS":  all security  agreements  (including the
                  Agreement  for  Wholesale   Financing),   mortgages,   leases,
                  instruments,  documents, guarantees, schedules,  certificates,
                  contracts and similar agreements heretofore,  now or hereafter
                  executed by Dealer and  delivered to DFS or delivered by or on
                  behalf  of  Dealer to a third  party  and  assigned  to DFS by
                  operation of law or otherwise.
                  "PRIME RATE":  the rate of interest which Chase Manhattan Bank
                  publicly  announces  from  time to time as its  prime  rate or
                  reference rate; provided,  however,  that for purposes of this
                  Agreement, the interest rate charged to Dealer will at no time
                  be  computed on a Prime Rate of less than Six percent ( 6% per
                  annum. The Prime Rate will change and take effect for purposes
                  of  this  Agreement  on the  day  that  Chase  Manhattan  Bank
                  announces any change in its Prime Rate or reference rate.

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2.   CREDIT FACILITY/INTEREST RATES/FEES
     -----------------------------------
     2.1   ACCOUNTS  RECEIVABLE   FACILITY.  Subject  to   the   terms  of  this
           Agreement, DFS  agrees to  provide  to Dealer an Accounts  Receivable
           Facility of Six Million DOLLARS  ($ 6,000,000.00).  DFS  will  not be
           obligated to advance funds if a Default has occurred hereunder.
           2.1.1  INTEREST.  Dealer  agrees to pay  interest to DFS on the Daily
                  Contract  Balance  at a rate  equal to the Prime Rate plus one
                  half of one percent ( .50% %) per annum.  Such interest  will:
                  (i) be computed  based on a 360 day year;  (ii) be  calculated
                  each day by  multiplying  the Daily Rate (as defined below) by
                  the Daily  Contract  Balance  (as  defined  below);  and (iii)
                  accrue  from  the  date  that DFS  authorizes  any  Electronic
                  Transfer  (as  defined in SECTION  3.10  herein) or  otherwise
                  makes an advance under the Accounts  Receivable Facility until
                  DFS receives the full and final payment of the principal  debt
                  which Dealer owes to DFS,  subject to the terms of SECTION 3.8
                  herein.  The "Daily  Rate" is the  quotient of the  applicable
                  annual  rate  provided  herein  divided  by  360.  The  "Daily
                  Contract  Balance" is the amount of the outstanding  principal
                  debt  which  Dealer  owes  to DFS on the  Accounts  Receivable
                  Facility at the end of each day  (including  the amount of all
                  Electronic  Transfers  authorized)  after DFS has credited the
                  payments  which it has  received  on the  Accounts  Receivable
                  Facility, subject to the terms of SECTION 3.8 herein.
           2.1.2  FEES. Dealer agrees to pay to DFS an advance fee equal to zero
                  percent ( 0%) on each  advance  to Dealer  under the  Accounts
                  Receivable Facility.
           2.1.3  MAXIMUM  INTEREST.  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 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.
     2.2   PAYMENTS.   DFS  will send  Dealer  a monthly  billing   statement(s)
           identifying  all  charges  due  on  Dealer's  account  with DFS.  The
           interest and fee 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 fifteen (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).  Dealer will also pay DFS $100
           for each of Dealer's checks 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).  DFS may adjust the billing  statement at any time to conform
           to  applicable  law and this  Agreement.  Dealer  waives the right to
           direct the application of any payments  hereafter  received by DFS on
           account of the  Obligations.  DFS will have the continuing  exclusive
           right to apply and reapply  any and all such  payments in such manner
           as DFS may deem advisable  notwithstanding  any entry by DFS upon its
           books and records.

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     2.3   ONE LOAN.  DFS may  combine  all of DFS'  advances  to  Dealer  or on
           Dealer's   behalf,   whether  under  this   Agreement  or  any  Other
           Agreements,  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.

3.   ACCOUNTS RECEIVABLE FACILITY - ADDITIONAL PROVISIONS
     ----------------------------------------------------
     3.1   SCHEDULES.  Dealer  will, no less  than weekly or as otherwise agreed
           to, furnish DFS with a schedule of Accounts  ("Schedule") which will:
           (a)  describe  all  Accounts  created or acquired by Dealer since the
           last Schedule furnished DFS; (b) inform DFS of any rejection of goods
           by any  obligor,  delays in  delivery  of goods,  non-performance  of
           contracts and of any assertion of any claim,  offset or  counterclaim
           by any  obligor;  and  (c)  inform  DFS of  any  adverse  information
           relating to the  financial  condition of any obligor.
     3.2   AVAILABLE CREDIT. On receipt of each Schedule, DFS will credit Dealer
           with such amount as DFS may deem advisable up to eighty-five  percent
           ( 85 %) of the net  amount of the  eligible  Accounts  listed in such
           Schedule.  DFS will loan  Dealer  such  amounts so credited or a part
           thereof as requested  provided that at no time will such  outstanding
           loans exceed Dealer's maximum Accounts  Receivable Facility from time
           to time  established  by  DFS.  No  loans  need be made by DFS if the
           Dealer is in Default.
     3.3   INELIGIBLE   ACCOUNTS.  DFS  will  have  the  sole right to determine
           eligibility of Accounts and, without limiting DFS' discretion in that
           regard,  the  following  Accounts  will  be  deemed  ineligible:  (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 for which the
           obligor is an officer, director, shareholder, partner, member, owner,
           employee, agent, parent,  subsidiary,  affiliate of, or is related to
           Dealer  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 in SUBSECTION  3.4 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
           the Dealer to another party; (k) Accounts which are progress payment,
           barter, or contra accounts;  and (l) any and all other Accounts which
           DFS deems to be ineligible.  If DFS determines that any Account is or
           becomes an ineligible  Account,  immediately upon notice thereof from
           DFS,  Dealer will pay to DFS an amount equal to the monies  loaned by
           DFS for such ineligible Account.
     3.4   WARRANTIES AND  REPRESENTATIONS.  For each Account which Dealer lists
           on any Schedule,  Dealer  warrants and  represents to DFS that at all
           times: (a) such Account is genuine; (b) such Account is not evidenced
           by a judgment or promissory note or similar  instrument or agreement;
           (c) it represents an undisputed  bona fide  transaction  completed in
           accordance  with  the  terms  of the  invoices  and  purchase  orders
           relating  thereto;  (d) the goods  sold or  services  rendered  which
           resulted  in the  creation of such  Account  have been  delivered  or
           rendered to and accepted by the obligor; (e) the amounts shown on the
           Schedules, Dealer's books and records and all invoices and statements
           delivered to DFS with respect thereto are owing to Dealer and are not
           contingent;  (f) no payments have been or will be made thereon except
           payments turned over to DFS; (g) there are no offsets,  counterclaims
           or disputes  existing or asserted with respect thereto and Dealer has
           not made any agreement with any obligor for any deduction or discount
           of the sum payable  thereunder  except regular  discounts  allowed by
           Dealer in the ordinary course of its business for prompt payment; (h)
           there are no facts or events  which in any way impair the validity or
           enforceability  thereof or reduce the amount payable  thereunder from
           the amount shown on the Schedules, Dealer's books and records and the
           invoices and statements  delivered to DFS with respect  thereto;  (i)
           all persons  acting on behalf of obligors  thereon have the authority
           to bind the obligor;  (j) the goods sold or  transferred  giving rise


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           thereto are not subject to any lien,  claim,  encumbrance or security
           interest  which is  superior  to that of DFS;  and (k)  there  are no
           proceedings  or  actions  known to  Dealer  which are  threatened  or
           pending  against  any  obligor  thereon  which  might  result  in any
           material adverse change in such obligor's financial condition.
     3.5   NOTES.  Loans made pursuant to  this  Agreement need not be evidenced
           by  promissory  notes unless  otherwise  required by DFS in DFS' sole
           discretion.
     3.6   CERTAIN CHARGES.  Dealer will: (a) reimburse DFS for all charges made
           by banks,  including charges for collection of checks and other items
           of payment,  and (b) pay DFS' fees for  transfers of funds to or from
           the  Dealer;  provided  however,  that  Dealer  will not pay for Wire
           Transfer  fees.  DFS may,  from time to time,  announce  its fees for
           transfers of funds to or from the Dealer,  including  the issuance of
           Electronic Transfers.
     3.7   COLLECTIONS.   Unless   otherwise   directed   by  DFS,  to  expedite
           collection  of Accounts  for the benefit of DFS,  Dealer shall notify
           all of its  obligors to make  payment of the  Accounts to one or more
           lock-boxes  under the sole  control  of DFS.  The  lock-box,  and all
           accounts  into  which  the  proceeds  of any  such  lock-box(es)  are
           deposited,  shall be  established at banks selected by the Dealer and
           satisfactory to DFS in its sole discretion. Dealer shall issue to any
           such  banks  an  irrevocable  letter  of  instruction,  in  form  and
           substance  acceptable  to DFS,  directing  such banks to deposit  all
           payments  or  other  remittances  received  in the  lock-box  to such
           account or accounts as DFS shall direct, for application  against the
           outstanding  balance of the  Obligations.  All funds deposited in the
           lock-box or any such account immediately shall become the property of
           DFS,  and any  disbursements  of the  proceeds in the lock-box or any
           such  account  will  only be made to DFS.  Dealer  shall  obtain  the
           agreement of such banks to waive any offset rights  against the funds
           so  deposited.  DFS  assumes  no  responsibility  for  such  lock-box
           arrangement,  including,  without limitation, any claim of accord and
           satisfaction  or release  with  respect to  deposits  which any banks
           accept  thereunder.  All remittances which Dealer receives in payment
           of any  Accounts,  and the  proceeds of any of the other  Collateral,
           shall be: (i) kept separate and apart from Dealer's own funds so that
           they are capable of  identification  as DFS'  property;  (ii) held by
           Dealer as  trustee of an express  trust for DFS'  benefit;  and (iii)
           shall be  immediately  deposited in such accounts  designated by DFS.
           All  proceeds  received or collected by DFS with respect to Accounts,
           and reserves and other property of Dealer in possession of DFS at any
           time or  times  hereafter,  may be held by DFS  without  interest  to
           Dealer  until all  Obligations  are paid in full or applied by DFS on
           account of the  Obligations.  DFS may release to Dealer such portions
           of  such  reserves  and  proceeds  as DFS  may  determine.  Upon  the
           occurrence and during the  continuance  of a Default,  DFS may notify
           the obligors that the Accounts have been assigned to DFS, collect the
           Accounts directly in its own name and charge the collection costs and
           expenses,  including  attorneys' fees, to Dealer.  DFS has no duty to
           protect,  insure,  collect or realize  upon the  Accounts to preserve
           rights in them.
     3.8   COLLECTION DAYS.  All  payments  and  all  amounts  received  on  any
           Account will be credited by DFS to Dealer's account (subject to final
           collection  thereof)  after  allowing  three  (3)  business  days for
           collection of checks or other instruments.
     3.9   POWER OF  ATTORNEY.  Dealer irrevocably appoints  DFS (and any person
           designated  by it) as  Dealer's  true and lawful  Attorney  with full
           power  to at any  time,  in the  discretion  of DFS  (whether  or not
           Default has  occurred) to: (a) endorse the name of Dealer upon any of
           the items of payment or proceeds  and deposit the same in the account
           of DFS for  application  to the  Obligations;  (b)  sign  the name of
           Dealer to verify the accuracy of the  Accounts;  (c) sign the name of
           Dealer on any document or instrument that DFS shall deem necessary or
           appropriate to perfect and maintain  perfected the security interests
           in the Collateral under this Agreement and the Other Agreements;  and
           (d) initiate and settle any insurance claim and endorse Dealer's name
           on any check,  instrument or other item of payment. In the event of a
           Default,  Dealer irrevocably  appoints DFS (and any person designated
           by it) as Dealer's true and lawful Attorney with full power to at any
           time,  in the  discretion  of DFS to:  (i)  demand  payment,  enforce
           payment and otherwise  exercise all of Dealer's rights,  and remedies
           with respect to the collection of any Accounts;  (ii) settle, adjust,
           compromise,  extend or renew any Accounts;  (iii)  settle,  adjust or
           
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           compromise  any legal  proceedings  brought to collect any  Accounts;
           (iv) sell or assign any  Accounts  upon such terms,  for such amounts
           and at such time or times as DFS may deem  advisable;  (v)  discharge
           and release any Accounts;  (vi) prepare,  file and sign Dealer's name
           on any Proof of Claim in Bankruptcy or similar  document  against any
           obligor;  (vii)  endorse the name of Dealer  upon any chattel  paper,
           document,  instrument,  invoice,  freight  bill,  bill of  lading  or
           similar  document  or  agreement  relating  to any  Account  or goods
           pertaining thereto; and (viii) take control in any manner of any item
           of  payments or  proceeds  and for such  purpose to notify the Postal
           Authorities  to change the address for delivery of mail  addressed to
           Dealer to such address as DFS may designate. The power of attorney is
           for value and coupled with an interest and is  irrevocable so long as
           any Obligations  remain outstanding and by DFS exercising such right,
           DFS shall not waive any right  against  Dealer until the  Obligations
           are paid in full.
     3.10  CONTINUING REQUIREMENTS.  Advances  hereunder will be made by DFS, at
           Dealer's direction,  by paper check, electronic transfer by Automated
           Clearing House ("ACH"),  Fed Wire Funds Transfer ("Fed Wire") or such
           other  electronic  means as DFS may announce  from time to time (ACH,
           Fed Wire and such other electronic transfer are collectively referred
           to as "Electronic Transfers"). If Dealer does not request advances be
           made in a specific method of transfer, DFS may determine from time to
           time in its sole  discretion  what method of transfer to use.  Dealer
           will:  (a) if from time to time  required  by DFS,  immediately  upon
           their  creation,  deliver  to DFS  copies of all  invoices,  delivery
           evidences and other such documents relating to each Account;  (b) not
           permit or agree to any  extension,  compromise  or settlement or make
           any change to any  Account;  (c) affix  appropriate  endorsements  or
           assignments  upon all such items of payment and  proceeds so that the
           same  may  be  properly  deposited  by  DFS  to  DFS'  account;   (d)
           immediately  notify  DFS in  writing  which  Accounts  may be  deemed
           ineligible as defined in  SUBSECTION  3.3; (e) mark all chattel paper
           and  instruments  now owned or hereafter  acquired by it to show that
           the  same are  subject  to DFS'  security  interest  and  immediately
           thereafter  deliver such chattel  paper and  instruments  to DFS with
           appropriate  endorsements and assignments to DFS; (f) within ten (10)
           days after the end of each month,  provide DFS with a detailed  aging
           of its Accounts for each month, together with the names and addresses
           of all obligors.
     3.11  RELEASE.  Dealer  releases DFS from all  claims and  causes of action
           which Dealer may now or  hereafter  have for any loss or damage to it
           claimed to be caused by or arising  from:  (a) any  failure of DFS to
           protect,  enforce or collect,  in whole or in part, any Account;  (b)
           DFS'  notification to any obligors thereon of DFS' security  interest
           in any of the Accounts; (c) DFS' directing any obligor to pay any sum
           owing to Dealer directly to DFS; and (d) any other act or omission to
           act on the part of DFS, its officers, agents or employees, except for
           willful misconduct. DFS will have no obligation to preserve rights to
           Accounts  against prior  parties.  Dealer waives all rights of offset
           and counterclaims Dealer may have against DFS.
     3.12  REVIEW.  Dealer  grants DFS an  irrevocable license to enter Dealer's
           business  locations during normal business hours with 24 hour notice(
           no notice will be required  hereunder  if a Default has  occurred) to
           Dealer to: (a) account for and  inspect  all  Collateral;  (b) verify
           Dealer's compliance with this Agreement; and (c) review, examine, and
           make copies of Dealer's books, records, files and business procedures
           and practices. Dealer further agrees to pay DFS a review fee of Seven
           Hundred Fifty DOLLARS ($ 750.00 ) for any such review,  inspection or
           examination made by DFS. DFS may, without notice to Dealer and at any
           time or times  hereafter,  verify the  validity,  amount or any other
           matter relating to any Account by mail, telephone, or other means, in
           the name of Dealer or DFS.

4.   SECURITY - COLLATERAL
     ---------------------
     4.1   GRANT OF SECURITY INTEREST.  To  secure  payment  of all of  Dealer's
           current and future Obligations and to secure Dealer's  performance of
           all of the provisions under this Agreement and the Other  Agreements,
           Dealer grants DFS a security  interest in all of Dealer's  inventory,
           accounts,   contract  rights,  chattel  paper,  security  agreements,
           instruments,  deposit  accounts,  reserves,  documents,  and  general
           intangibles;  and all  judgments,  claims,  insurance  policies,  and
           payments  owed or made to Dealer  thereon;  all  whether now owned or

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           hereafter  acquired,   all  attachments,   accessories,   accessions,
           returns,  repossessions,  exchanges,  substitutions  and replacements
           thereto,  and all 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. Dealer covenants
           with DFS that DFS may realize upon all or part of any  Collateral  in
           any  order it  desires  and any  realization  by any  means  upon any
           Collateral  will  not bar  realization  upon  any  other  collateral.
           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.  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 this Agreement.

5.   WARRANTIES AND REPRESENTATIONS
     ------------------------------
     5.1   AFFIRMATIVE  WARRANTIES AND  REPRESENTATIONS.   Except  as  otherwise
           specifically  provided in the Other  Agreements,  Dealer warrants and
           represents to DFS that: (a) Dealer has good title to all  Collateral;
           (b)  DFS'  security  interest  in the  Accounts  will  at  all  times
           constitute a perfected,  first security interest in such Accounts and
           will  not  become  subordinate  to  the  security   interest,   lien,
           encumbrance  or claim of any  Entity;  (c) Dealer  will  execute  all
           documents DFS requests to perfect and maintain DFS' security interest
           in  the   Collateral  and  to  fully   consummate  the   transactions
           contemplated  under  this  Agreement  and the Other  Agreements;  (d)
           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 nature of its business or property so
           requires;  (e) Dealer has the right and is duly  authorized  to enter
           into this  Agreement;  (f) Dealer's  execution of this Agreement does
           not  constitute  a breach of any  agreement to which Dealer is now or
           hereafter  becomes  bound;  (g) 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; (h) Dealer will maintain the Collateral in good condition and
           repair;  (i) Dealer has duly filed and will duly file all tax returns
           required by law; (j) Dealer has paid and will pay when due all taxes,
           levies,  assessments  and  governmental  charges of any  nature;  (k)
           Dealer  will  maintain  a system of  accounting  in  accordance  with
           generally  accepted  accounting  principles and account records which
           contain such  information in a format as may be requested by DFS; (l)
           Dealer will keep and maintain all of its books and records pertaining
           to the Accounts at its principal place of business designated in this
           Agreement;  (m) Dealer will promptly supply DFS with such information
           concerning  it or any  Guarantor  as  DFS  hereafter  may  reasonably
           request;  (n)  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
           any books and records to any other location;  (o) Dealer will observe
           and perform all matters required by any lease, license, concession or
           franchise forming part of the Collateral in order to maintain all the
           rights  of  DFS  thereunder;  (p)  Dealer  will  advise  DFS  of  the
           commencement  of material  legal  proceedings  against  Dealer or any
           Guarantor;  (q) 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;  and (r) Dealer will
           keep the  Collateral  insured 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  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 endorsement.
     5.2   NEGATIVE COVENANTS.  Dealer will not at any time  (without DFS' prior
           written  consent):  (a) grant to or in favor of any Entity a security
           interest in or permit to exist a lien,  claim or  encumbrance  in the
           Accounts  which is superior to the interest of DFS; (b) other than in
           the ordinary course of its business, sell, lease or otherwise dispose
           of or  transfer  any of its  assets;  (c) merge or  consolidate  with
           another Entity;  (d) acquire the assets or ownership  interest of any
           other  Entity;  (e) enter into any  transaction  not in the  ordinary
           course of business; (f) guarantee or indemnify or otherwise become in
           any way liable with respect to the obligations of any Entity,  except

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<PAGE>



           by  endorsement of instruments or items of payment for deposit to the
           general  account of Dealer or which are transmitted or turned over to
           DFS on account of the  Obligations  except  for any  Guaranty  of the
           obligations  of the Dealer's  parent to the  provider(s)  of Dealer's
           parent's  working  capital  credit  facility;   (g)  redeem,  retire,
           purchase  or  otherwise  acquire,  directly  or  indirectly,  any  of
           Dealer's  capital  stock;  (h) make any  change in  Dealer's  capital
           structure or in any of its business  objectives or  operations  which
           might in any way adversely  affect the ability of Dealer to repay the
           Obligations;  (i) make any distribution of Dealer's assets not in the
           ordinary  course of  business;  (j) incur  any debts  outside  of the
           ordinary course of business except renewals or extensions of existing
           debts  and  interest  thereon;  and (k)  make  any  loans,  advances,
           contributions  or  payments  of money  or in goods to any  affiliated
           entity or to any officer, director, stockholder, member or partner of
           Dealer or of any such entity  (except for  compensation  for personal
           services actually rendered, or dividends to the Dealer's parent).
     5.3   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  Dealer's
           operations for 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; (c) within ten (10) days
           after  request  therefor by DFS,  any 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 to DFS are
           true and correct  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.

6.   DEFAULT
     -------
     6.1   DEFINITION.  Dealer will be in default under this  Agreement  if: (a)
           Dealer breaches any terms,  warranties or  representations  contained
           herein or in any Other Agreements and such breach is not cured within
           three (3) days of Dealer's  receipt of written notice of such breach;
           (b) any  Guarantor  of  Dealer's  debts to DFS  breaches  any  terms,
           warranties  or  representations  contained  in any  guaranty or Other
           Agreements  and such  breach  is not cured  within  three (3) days of
           Dealer's   receipt  of  written  notice  of  such  breach;   (c)  any
           representation,  statement,  report, or certificate made or delivered
           by Dealer or any  Guarantor to DFS is not accurate when made and such
           breach is not cured  within  three (3) days of  Dealer's  receipt  of
           written  notice of such  breach;  (d) Dealer  fails to pay any of the
           Obligations when due and payable;  (e) Dealer abandons any Collateral
           and such  breach  is not  cured  within  three  (3) days of  Dealer's
           receipt of written notice of such breach; (f) Dealer or any Guarantor
           is or becomes in default in the payment of any debt owed to any third
           party in excess of  $50,000.00  and such  breach is not cured  within
           three (3) days of Dealer's  receipt of written notice of such breach;
           (g) a money judgment issues against Dealer or any Guarantor in excess
           of  $50,000.00  and such breach is not cured within three (3) days of
           Dealer's   receipt  of  written  notice  of  such  breach;;   (h)  an
           attachment,  sale or seizure issues or is executed against any assets
           of Dealer or of any  Guarantor;  (i)  Dealer or any  Guarantor  shall
           cease  existence as a  corporation,  partnership,  limited  liability
           company or trust, as applicable;  (j) Dealer or any Guarantor  ceases
           or suspends  business;  (k) 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;
           (l) 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;
           (m) any receiver is appointed for any assets of Dealer, any Guarantor


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<PAGE>



           or any  member  while  Dealer's  business  is  operated  as a limited
           liability company,  as applicable;  (n) any guaranty of Dealer's debt
           to DFS  is  terminated;(o)  Dealer  or  any  Guarantor  misrepresents
           Dealer's or such Guarantor's  financial  condition or  organizational
           structure.
     6.2   RIGHTS OF DFS.  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 of the  Obligations  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
                construed  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.
           (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.
           (e)  DFS  may,  without  notice  to  Dealer  and at any time or times
                enforce payment and collect,  by legal proceedings or otherwise,
                Accounts in the name of Dealer or DFS;  and take  control of any
                cash or non-cash items of payment or proceeds of Accounts and of
                any rejected, returned,  repossessed or stopped in transit goods
                relating to Accounts.  DFS may at its sole  election and without
                demand enter, with or without process of law, any premises where
                Collateral  might be and,  without  charge or  liability  to DFS
                therefor do one or more of the following: (i) take possession of
                the Collateral and use or store it in said premises or remove it
                to such other place or places as DFS may deem  convenient;  (ii)
                take  possession  of  all or  part  of  such  premises  and  the
                Collateral  and  place  a  custodian  in the  exclusive  control
                thereof  until   completion  of  enforcement  of  DFS'  security
                interest  in  the  Collateral  or  until  DFS'  removal  of  the
                Collateral  and, (iii) remain on such premises and use the same,
                together with Dealer's materials,  supplies,  books and records,
                for the purpose of performing  all acts necessary and incidental
                to the collection or liquidation of such Collateral.

                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.
     6.3   SALE OF COLLATERAL.  Dealer  agrees  that  if  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  judgment.  If DFS disposes of any such

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<PAGE>



           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.

7.   MISCELLANEOUS
     -------------
     7.1   TERMINATION.  This  Agreement will  continue in full force and effect
           and be non-cancellable by Dealer (except that it may be terminated by
           DFS upon thirty (30) days written notice to Dealer or in the exercise
           of its rights and  remedies  upon  Default by Dealer) for a period of
           one (1) year from the first day of the first month following the date
           hereof and for successive one (1) year periods thereafter, subject to
           termination as to future  transactions  at the end of any such period
           on at least sixty (60) days prior written notice by Dealer to DFS. If
           such  notice of  termination  is given by Dealer to DFS,  such notice
           will be ineffective  unless Dealer pays to DFS all  Obligations on or
           before the  termination  date.  Any  termination of this Agreement by
           Dealer or DFS will have the effect of  accelerating  the  maturity of
           all Obligations not then otherwise due.
           7.1.1  TERMINATION  PRIVILEGE.  Despite  anything to the  contrary in
                  SECTION  7.1  of  this   Agreement,   this  Agreement  may  be
                  terminated  by Dealer at any time upon  sixty  (60) days prior
                  written  notice and  payment to DFS of the  following  sum (in
                  addition  to  payment  of all  Obligations,  whether or not by
                  their terms then due) which sum represents  liquidated damages
                  for the loss of the bargain and not as a penalty, and the same
                  is hereby  acknowledged by Dealer:  (1) the product of (a) one
                  half of one  percent  (.50%)  multiplied  by (b)  the  highest
                  Average  Contract  Balance  for the last 10 months  (or entire
                  term of this  Agreement  if less than 12 months)  prior to the
                  effective date of termination, multiplied by (2) the number of
                  months  remaining  in the original or renewal  term;  granted,
                  however that such  liquidated  damages will only be payable in
                  the event  termination  occurs during the first ten (1O) month
                  term of this  Agreement.  This sum will also be paid by Dealer
                  if the Agreement is terminated on account of Dealer's Default.
           7.1.2  EFFECT OF TERMINATION.  Dealer will  not be relieved from  any
                  Obligations 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 Obligations to
                  DFS. All waivers set forth within this  Agreement will survive
                  any termination of this Agreement.
     7.2   COLLECTION.  Checks and  other   instruments   delivered  to  DFS  on
           account of the Obligations will constitute  conditional payment until
           such  items  are  actually  paid  to DFS.
     7.3   DEMAND,  ETC.  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
           all notices of default and  non-payment  at maturity of any or all of
           the Accounts. 
     7.4   REIMBURSEMENT.  Dealer will assume and  reimburse DFS upon demand for
           all expenses  incurred by DFS in connection  with the  preparation of
           this Agreement and the Other Agreements  (including fees and costs of
           outside  counsel) and all filing and recording fees and taxes payable
           in  connection  with the filing or recording of all  documents  under
           this Agreement and the Other Agreements; provided, however, that such
           reimbursement  by Dealer  hereunder  will not  exceed  the sum of ONE
           THOUSAND  DOLLARS  ($1,000.00).
     7.5   ADDITIONAL  OBLIGATIONS.  DFS,  without   waiving  or  releasing  any
           Obligation or Default,  may perform any Obligations that Dealer fails
           or  refuses  to  perform.  All  sums  paid by DFS on  account  of the
           foregoing and any expenses,  including  reasonable  attorneys'  fees,
           will be a part of the  Obligations,  payable on demand and secured by
           the  Collateral.
     7.6   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
           AND  THE  OTHER  AGREEMENTS,  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.  DFS may,  from time to time,  announce in writing to Dealer

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<PAGE>



           its policies and  procedures  regarding  its  administration  of this
           facility,  including,  without limitation, DFS' fees for the transfer
           of funds  to or from  Dealer,  including  Electronic  Transfers;  any
           subsequent  use  by  Dealer  of  this  facility  following  any  such
           announcement  shall  constitute  Dealer's  acceptance of such revised
           policies and procedures.  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. 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.
     7.7   SEVERABILITY.  If  any  provision  of  this  Agreement  or  the Other
           Agreements   or  the   application   thereof   is  held   invalid  or
           unenforceable,   the  remainder  of  this  Agreement  and  the  Other
           Agreements  will not be impaired or affected and will remain  binding
           and  enforceable.
     7.8   SUPPLEMENT.   If  Dealer  and  DFS  have  heretofore  executed  Other
           Agreements in connection with all or 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 any
           such previously  executed Other Agreement nor shall execution of this
           Agreement be deemed a satisfaction of any obligation  secured by such
           previously  executed  Other  Agreement.  In the event of any conflict
           between  the  terms of this  Agreement  and any  previously  executed
           Business  Financing  Agreement  between DFS and Dealer,  the terms of
           this Agreement shall control.
     7.9   SECTION TITLES.  The  Section  titles  used in this Agreement are for
           convenience  only and do not  define  or limit  the  contents  of any
           Section.
     7.10  BINDING EFFECT.  Dealer cannot assign its interest in this  Agreement
           or any Other Agreements without DFS' prior written consent,  although
           DFS may assign or  participate  DFS'  interest,  in whole or in part,
           without  Dealer's  consent.  This Agreement and the Other  Agreements
           will   protect  and  bind  DFS'  and   Dealer's   respective   heirs,
           representatives,  successors  and assigns.
     7.11  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.
     7.12  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 any
           Schedule,  statement,  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  Agreements,  and for all  evidentiary  purposes before any
           arbitrator,  court or other adjudicatory authority.
     7.13  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  third  party  any  credit,
           financial or other information regarding Dealer that such third party
           may from time to time possess.

8.   BINDING ARBITRATION
     -------------------
     8.1   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

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<PAGE>


           Collateral  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 or any Other
           Agreements  and/or any amendments  and addenda hereto or thereto,  or
           the breach,  invalidity  or  termination  hereof or thereof;  (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.
     8.2   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.
     8.3   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 be 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 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.
     8.4   EXEMPLARY OR PUNITIVE DAMAGES.  The Arbitrator(s)  will not  have the
           authority to award exemplary or punitive damages.
     8.5   CONFIDENTIALITY 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 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.
     8.6   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
           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.

AR000010  8/97                         11


<PAGE>
     8.7   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 8.6),  the party bringing such action will be liable
           for and  immediately  pay all of the other party's 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 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.
     8.8   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 thereto occurred,  whether or not any damage was
           sustained  or capable of  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.
     8.9   SURVIVAL AFTER TERMINATION.  The  agreement to arbitrate will survive
           the termination of this Agreement.

9.   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.

10.  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.

     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.

                                       Capital Associates Technology Group, Inc.
                                       A Utah Corporation
                                       f/k/a DBL, Inc.
                                       -----------------------------------------
                                                      Dealer's Name

DEUTSCHE FINANCIAL SERVICES CORPORATION


By:         /s/John Rowntree           By:         /s/Anthony M. DiPaolo
    ------------------------------          ------------------------------------
Print Name: John Rowntree              Print Name: Anthony M. DiPaolo
    ------------------------------          ------------------------------------
Title:      Credit Manager             Title:      SVP, CFO and Treasurer
    ------------------------------          ------------------------------------

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

                                       ATTEST:
                                                   /s/Philip J. Teigen
                                            ------------------------------------
                                                        Secretary
                                       Print Name:  Philip J. Teigen
                                            ------------------------------------

AR000010  8/97                         12


<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 or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche 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  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; 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."

     I do  further  certify  that  the  following  are the  names  and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:

President:              Brent W. Richardson          /s/Brent W. Richardson
                      -------------------------    -----------------------------
                        (Print Name)                       (Signature)

Vice-President:         James D. Walker              /s/James D. Walker
                      -------------------------    -----------------------------
                        (Print Name)                       (Signature)

Secretary:              Philip J. Teigen             /s/Philip J. Teigen
                      -------------------------    -----------------------------
                        (Print Name)                       (Signature)

SVP, CFO & Treasurer:   Anthony M. DiPaolo           /s/Anthony M. DiPaolo
                      -------------------------    -----------------------------
                        (Print Name)                       (Signature)

Assistant Treasurer:    John F. Sandoval             /s/John F. Sandoval
                      -------------------------    -----------------------------
                        (Print Name)                       (Signature)

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

Dated:  April 21, 1998                               /s/Philip J. Teigen
                                                   -----------------------------
                                                      (Assistant) Secretary
                                                   Philip J. Teigen

                                                   Capital Associates Technology
                                                   Group, Inc.
                                                   -----------------------------
         (SEAL)                                           Corporate Name



AR000010  8/97                         13


<PAGE>



                  ADDENDUM TO BUSINESS FINANCING AGREEMENT AND
                        AGREEMENT FOR WHOLESALE FINANCING


         This Addendum is made to (i) that certain Business Financing  Agreement
executed on the 21st day of April, 1998,  between CAPITAL ASSOCIATES  TECHNOLOGY
GROUP, INC. ("Dealer") and DEUTSCHE FINANCIAL SERVICES  CORPORATION  ("DFS"), as
amended ("BFA") and (ii) that certain Agreement for Wholesale  Financing between
Dealer and DFS dated July 15, 1991, as amended ("AWF").

         FOR VALUE RECEIVED, DFS and Dealer agree as follows:

         1. Section 3.2 of the BFA is hereby amended to read as follows, and, to
the  extent  applicable,  the  following  provision  shall  also  amend  the AWF
(capitalized  terms  shall  have the same  meaning  as defined in the BFA unless
otherwise indicated):

         "3.2 AVAILABLE CREDIT;  PAYDOWN. On receipt of each Schedule,  DFS will
         credit  Dealer  with such  amount as DFS may deem  advisable  up to the
         remainder  of (a)  eighty-five  percent  (85%)  of the  net  amount  of
         eligible Accounts listed in such Schedule, minus (b) an amount equal to
         one hundred percent (100%) of Dealer's  outstanding  indebtedness under
         Dealer's  Agreement for Wholesale  Financing (the 'AWF') with DFS as in
         effect from time to time (the 'Reserve  Amount') (the  remainder of (a)
         minus (b) is referred to herein as the 'Available Credit').

         In addition,  in the event  Dealer's  outstanding  loans under Dealer's
         accounts receivable credit facility as set forth in SECTION 2.1 of this
         Agreement at any time exceed  Dealer's  Available  Credit,  Dealer will
         immediately  pay to DFS an amount not less than the difference  between
         (i)  Dealer's  outstanding  loans under  Dealer's  accounts  receivable
         credit facility as set forth in SECTION 2.1 of this Agreement, and (ii)
         Dealer's Available Credit.

         Furthermore,  as an amendment to the AWF, in the event Dealer's Reserve
         Amount  exceeds at any time (a)  eighty-five  percent  (85%) of the net
         amount of Dealer's eligible  Accounts,  minus (b) Dealer's  outstanding
         loans under Dealer's  accounts  receivable credit facility as set forth
         in; SECTION 2.1 of this Agreement,  Dealer will immediately pay to DFS,
         as a reduction of Dealer's total current  outstanding  indebtedness  to
         DFS under the AWF, the difference  between (i) Dealer's Reserve Amount,
         and (ii) (a)  eighty-five  percent  (85%) of the net amount of Dealer's
         eligible  Accounts minus (b) Dealer's  outstanding loans under Dealer's
         accounts receivable credit facility as set forth in SECTION 2.1 of this
         Agreement. DFS will loan Dealer, on request, such amount so credited or
         a part  thereof  as  requested  provided  that  at no  time  will  such
         outstanding  loans exceed Dealer's maximum accounts  receivable  credit
         facility as set forth in SECTION 2.1 of this  Agreement.  No loans need
         be made by DFS if the Dealer is in Default."

         2. The following  paragraph is hereby  incorporated  into the BFA as if
fully and originally set forth therein:

         FACILITY  FEE.  Dealer  agrees  to pay DFS an  annual  facility  fee in
         connection with the Accounts Receivable  Facility,  payable in advance,
         upon the execution of this Agreement,  and on each anniversary  thereof
         through  the term of this  Agreement,  each in an  amount  equal to one
         hundred  twenty-five  one-thousandths  of one  percent  (0.125%) of the
         Accounts Receivable Facility (or such greater amount as shall from time
         to time  represent the sum of the maximum credit  available  under this
         Agreement.)  Once received by DFS, an annual  facility fee shall not be
         refundable by DFS for any reason; provided,  however, that in the event
         DFS terminates  this Agreement on other than the  anniversary  date and
         Dealer is not then in Default then DFS shall refund to Dealer a portion
         of the facility  fee equal to the number of whole  months  remaining in
         the current annual term (or renewal term) of this Agreement  multiplied
         by an amount  equal to one twelfth  (1/12) of the  facility fee paid by
         Dealer for that term."




<PAGE>



         3. The following  paragraph is incorporated  into the AWF and BFA as if
fully and originally set forth therein:

         "Dealer will at all times maintain:

         (a) a Tangible Net Worth and  Subordinated  Debt in the combined amount
         of not less than Nine Hundred Thousand Dollars ($900,000.00);

         (b) a ratio of Debt minus  Subordinated  Debt to Tangible Net Worth and
         Subordinated Debt of not more than five and seventy-five one-hundredths
         to one (5.75:1); and

         (c) a ratio of Current  Tangible  Assets to current  liabilities of not
         less than one and twenty one-hundredths to one (1.20:1).

         For purposes of this paragraph: (i) 'Tangible Net Worth' means the book
         value of Dealer's assets less  liabilities,  excluding from such assets
         all  Intangibles;   (ii)  'Intangibles'   means  and  includes  general
         intangibles (as that term is defined in the Uniform  Commercial  Code);
         accounts   receivable  and  advances  due  from  officers,   directors,
         employees,  stockholders and affiliates;  leasehold improvements net of
         depreciation;  licenses; good will; prepaid expenses;  escrow deposits;
         covenants  not to  compete;  the  excess  of cost  over  book  value of
         acquired assets; franchise fees; organizational costs; finance reserves
         held for recourse  obligations;  capitalized  research and  development
         costs;  and such  other  similar  items  as DFS may  from  time to time
         determine in DFS' sole  discretion;  (iii) 'Debt' means all of Dealer's
         liabilities and  indebtedness for borrowed money of any kind and nature
         whatsoever,  whether direct or indirect,  absolute or  contingent,  and
         including  obligations  under  capitalized  leases,  guaranties or with
         respect  to which  Dealer  has  pledged  assets to secure  performance,
         whether or not direct  recourse  liability  has been assumed by Dealer;
         (iv)   'Subordinated   Debt'  means  all  of  Dealer's  Debt  which  is
         subordinated  to  the  payment  of  Dealer's  liabilities  to DFS by an
         agreement in form and substance  satisfactory  to DFS; and (v) 'Current
         Tangible  Assets'  means  Dealer's  current  assets less, to the extent
         otherwise included therein,  all Intangibles.  The foregoing terms will
         be  determined  in  accordance  with  generally   accepted   accounting
         principles consistently applied, and on a non-consolidated basis."

         4. Paragraph 8 of the AWF is hereby  restated in its entirety to appear
as it did in the original AWF without giving effect to any Amendment thereto.

         All  other  terms  and  provisions  of the BFA and AWF,  to the  extent
consistent with the foregoing, are hereby ratified and will remain unchanged and
in full force and effect.






<PAGE>




         IN WITNESS WHEREOF,  Dealer and DFS have both read this Addendum to the
Business Financing Agreement and Agreement for Wholesale  Financing,  understand
all the terms and  provisions  hereof and agree to be bound  thereby and subject
thereto as of this day of April 21, 1998.

                                         CAPITAL ASSOCIATES INTERNATIONAL, INC.

ATTEST:                                  By:      /s/Anthony M. DiPaolo
                                               ---------------------------------
                                               Anthony M. DiPaolo

/s/Philip J. Teigen                      Title:  Sr.V.P. - CFO and Treasurer
-------------------------------                  -------------------------------
Secretary
Philip J. Teigen

                                         DEUTSCHE FINANCIAL SERVICES CORPORATION



                                         By:     /s/John Rowntree
                                              ----------------------------------
                                         Title:   Credit Manager
                                              ----------------------------------











<PAGE>



                                    GUARANTY

TO:      DEUTSCHE FINANCIAL SERVICES CORPORATION

     In consideration of financing  provided or to be provided by you to CAPITAL
ASSOCIATES  TECHNOLOGY GROUP, INC.  ("Dealer"),  and for other good and valuable
consideration  received, we jointly,  severally,  unconditionally and absolutely
guaranty to you,  from property held  separately,  jointly or in community,  the
immediate payment when due of all current and future  liabilities owed by Dealer
to you,  whether such  liabilities  are direct,  indirect or owed by Dealer to a
third party and acquired by you  ("Liabilities").  We will pay you on demand the
full  amount  of all sums owed by  Dealer  to you,  together  with all costs and
expenses (including,  without limitation,  reasonable  attorneys' fees). We also
indemnify  and hold you  harmless  from and against  all (a)  losses,  costs and
expenses  you incur  and/or  are  liable  for  (including,  without  limitation,
reasonable  attorneys' fees) and (b) claims,  actions and demands made by Dealer
or any third party against you, which in any way relate to any  relationship  or
transaction between you and Dealer.

     Our guaranty will not be released, discharged or affected by, and we hereby
irrevocably  consent to, any: (a) change in the manner,  place,  interest  rate,
finance or other  charges,  or terms of payment or performance in any current or
future agreement between you and Dealer,  the release,  settlement or compromise
of or with any party  liable  for the  payment  or  performance  thereof  or the
substitution, release, non-perfection,  impairment, sale or other disposition of
any  collateral  thereunder;  (b) change in Dealer's  financial  condition;  (c)
interruption  of relations  between Dealer and you or us; (d) claim or action by
Dealer  against  you;  and/or (e)  increases  or decreases in any credit you may
provide to Dealer.  We will pay you even if you have not:  (i)  notified  Dealer
that it is in default of the  Liabilities,  and/or that you intend to accelerate
or have accelerated the payment of all or any part of the  Liabilities,  or (ii)
exercised any of your rights or remedies against Dealer, any other person or any
current or future collateral.  This Guaranty is assignable by you and will inure
to the benefit of your assignee. If Dealer hereafter undergoes any change in its
ownership,  identity or organizational  structure,  this Guaranty will extend to
all current and future  obligations  which such new or changed legal entity owes
to you.

     We  irrevocably  waive:   notice  of  your  acceptance  of  this  Guaranty,
presentment,  demand, protest, nonpayment,  nonperformance,  notice of breach or
default,  notice of intent  to  accelerate  and  notice of  acceleration  of any
indebtedness  of  Dealer,  any  right of  contribution  from  other  guarantors,
dishonor,  the amount of  indebtedness  of Dealer  outstanding  at any time, the
number and amount of advances made by you to Dealer in reliance on this Guaranty
and any claim or action against Dealer;  all other demands and notices  required
by law;  all  rights of offset and  counterclaims  against  you or  Dealer;  all
defenses to the enforceability of this Guaranty (including,  without limitation,
fraudulent  inducement).  We further  waive all defenses  based on suretyship or
impairment  of  collateral,  and  defenses  which the  Dealer  may assert on the
underlying debt, including but not limited to, failure of consideration,  breach
of  warranty,  fraud,  payment,  statute  of frauds,  bankruptcy,  lack of legal
capacity, statute of limitations,  lender liability,  deceptive trade practices,
accord and satisfaction and usury. We also waive all rights to claim,  arbitrate
for or sue for any  punitive  or  exemplary  damages.  In  addition,  we  hereby
irrevocably  subordinate to you any and all of our present and future rights and
remedies:  (a) of  subrogation  against Dealer to any of your rights or remedies
against  Dealer,  (b)  of  contribution,   reimbursement,   indemnification  and
restoration  from  Dealer;  and (c) to assert any other claim or action  against
Dealer directly or indirectly relating to this Guaranty,  such subordinations to
last until you have been paid in full for all  Liabilities.  All of our  waivers
and subordinations herein will survive any termination of this Guaranty.

     We have made an  independent  investigation  of the financial  condition of
Dealer  and give  this  Guaranty  based on that  investigation  and not upon any

US000700      3/96                      1





<PAGE>



representation  made by  you.  We have  access  to  current  and  future  Dealer
financial  information  which  enables  us to remain  continuously  informed  of
Dealer's  financial  condition.  We  represent  and  warrant to you that we have
received and will receive  substantial direct or indirect benefit by making this
Guaranty and  incurring  the  Liabilities.  We will  provide you with  financial
statements  on us each year  within  ninety  (90) days after the end of Dealer's
fiscal year end. We warrant and represent to you that all  financial  statements
and  information  relating to us or Dealer  which have been or may  hereafter be
delivered  by us or Dealer to you are true and correct and have been and will be
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied and, with respect to previously  delivered  statements and
information,  there has been no  material  adverse  change in the  financial  or
business condition of us or Dealer since the submission to you, either as of the
date  of  delivery,  or  if  different,  the  date  specified  therein,  and  we
acknowledge your reliance thereon. This Guaranty will survive any federal and/or
state bankruptcy or insolvency  action involving  Dealer. We are solvent and our
execution of this Guaranty  will not make us  insolvent.  If you are required in
any action  involving  Dealer to return or rescind any payment  made to or value
received by you from or for the account of Dealer,  this Guaranty will remain in
full force and effect and will be automatically  reinstated  without any further
action by you and  notwithstanding  any  termination  of this  Guaranty  or your
release of us. Any delay or failure by you, or your  successors  or assigns,  in
exercising  any of your  rights or  remedies  hereunder  will not waive any such
rights or remedies.  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 DEBT ARE NOT ENFORCEABLE. TO PROTECT US AND YOU FROM MISUNDERSTANDING
OR  DISAPPOINTMENT,  ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED
IN THIS WRITING,  WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN US, EXCEPT AS  SPECIFICALLY  PROVIDED HEREIN OR AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.  Notwithstanding  anything herein to the contrary: (a) you
may rely on any facsimile copy,  electronic data transmission or electronic data
storage of this Guaranty, any agreement between you and Dealer, any Statement of
Transaction,  billing statement,  invoice from a vendor, financial statements or
other report,  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 Guaranty or
any other agreement between you and us, and for all evidentiary  purposes before
any arbitrator,  court or other  adjudicatory  authority.  We may terminate this
Guaranty by a written notice to you, the  termination to be effective sixty (60)
days  after  you  receive  and  acknowledge  it,  but the  termination  will not
terminate  our  obligations  hereunder  for  Liabilities  arising  prior  to the
effective termination date. We have read and understood all terms and provisions
of this Guaranty.  We acknowledge receipt of a true copy of this Guaranty and of
all  agreements  between you and Dealer.  The  meanings of all terms  herein are
equally applicable to both the singular and plural forms of such terms.

     BINDING  ARBITRATION.  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 collateral
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
Guaranty,  and whether  directly or  indirectly  relating to: (a) this  Guaranty
and/or  any  amendments  and  addenda  hereto,  or  the  breach,  invalidity  or
termination hereof; (b) any previous or subsequent agreement between you and us;
(c) any act committed by you or by any parent company,  subsidiary or affiliated
company  of you (the "DFS  Companies"),  or by an  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 you

US000700      3/96                      2



<PAGE>



and  Dealer  or you and us;  and/or  (d) any  other  relationship,  transaction,
dealing or  agreement  between  you and Dealer or you and us  (collectively  the
"Disputes"), will be subject to and resolved by binding arbitration.

     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  arbitrations  will be in the  Division of the Federal  Judicial
District in which AAA maintains a regional office that is closest to Dealer.

     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  be
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  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.

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

     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  Guaranty  may be  entered  as a
judgment or order in any state or federal court and may be entered as a judgment
or order within the federal  judicial  district  which includes the residence of
the party against whom such award or order was entered.  This Guaranty  concerns
transactions   involving   commerce  among  the  several  states.   The  Federal
Arbitration  Act  ("FAA")  will  govern  all   arbitration(s)  and  confirmation
proceedings hereunder.

     Nothing  herein will be construed to prevent your or our use of bankruptcy,
receivership,   injunction,   repossession,   replevin,   claim  and   delivery,
sequestration,   seizure,  attachment,  foreclosure,  cation  and/or  any  other
prejudgment 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 your or our right to compel arbitration of any Dispute.

     If either we or you bring any other action for judicial relief with respect
to any  Dispute  (other  than  those  set  forth  in the  immediately  preceding
paragraph),  the party  bringing such action will be liable for and  immediately
pay all of the other  party's  costs and expenses  (including  attorneys'  fees)
incurred  to stay or dismiss  such  action  and remove or refer such  Dispute to
arbitration.  If  either we or you bring or appeal an action to vacate or modify


US000700      3/96                      3






<PAGE>




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 we sue you or institute any arbitration
claim or counterclaim against you in which you are the prevailing party, we will
pay all costs and expenses  (including  attorneys'  fees) incurred by you in the
course of defending such action or proceeding.

     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 thereto  occurred,  whether or not any damage was
sustained or capable of  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 with
respect  to such  Dispute.  Except as  otherwise  stated  herein,  all  notices,
arbitration claims, responses, requests and documents will be sufficiently given
or served if mailed or delivered: (i) to us at our address below; (ii) to you at
655 Maryville Centre Drive, St. Louis, Missouri 63141-5832,  Attention:  General
Counsel;  or such other  address as the parties may specify from time to time in
writing.

     The agreement to arbitrate will survive the termination of this Guaranty.

     IF THIS  GUARANTY  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.  WE WAIVE ANY RIGHT TO A JURY TRIAL IN
ANY SUCH PROCEEDING.

     We  acknowledge  and agree that this  Guaranty and all  agreements  between
Dealer and you have been substantially negotiated, and will be performed, in the
state of Colorado.  Accordingly, we agree 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 will control and govern all
arbitration proceedings hereunder.

THIS GUARANTY  CONTAINS  BINDING  ARBITRATION,  JURY WAIVER AND PUNITIVE DAMAGES
WAIVER PROVISIONS.

Date:  April 21, 1998
       --------------------------------

CORPORATE GUARANTOR:

Capital Associates International, Inc.
(Name of Corporate Guarantor)

By:     /s/Anthony M. DiPaolo
     ----------------------------------
[Print Name:    Anthony M. DiPaolo    ]
     ----------------------------------
Title:    Sr.V.P.- CFO and Treasurer
     ----------------------------------


By:     /s/Philip J. Teigen
     ----------------------------------
[Print Name:     Philip J. Teigen     ]
     ----------------------------------
Title:     Secretary
     ----------------------------------


                                         Address of Guarantor(s):

                                         7175 West Jefferson Avenue, Suite 4000
                                         ---------------------------------------
                                         Lakewood, Colorado 80235
                                         ---------------------------------------

                                         ---------------------------------------


US000700      3/96                      4



<PAGE>

                             SECRETARY'S CERTIFICATE


     I hereby certify that I am the Secretary or Assistant  Secretary of Capital
Associates  International,  Inc.  ("Guarantor")  and that execution of the above
Guaranty was ratified,  approved and confirmed by the Shareholders at a meeting,
if  necessary,  and  pursuant  to a  resolution  of the  Board of  Directors  of
Guarantor  at a meeting  of the Board of  Directors  duly  called,  and which is
currently in effect,  which resolution was duly presented,  seconded and adopted
and reads as follows:

     "BE IT RESOLVED that any officer of this  corporation is hereby  authorized
to execute a guaranty of the obligations of CAPITAL ASSOCIATES TECHNOLOGY GROUP,
INC.  ("Dealer") to Deutsche  Financial  Services  Corporation  on behalf of the
corporation,  which instrument may contain such terms as the above named persons
may see fit  including,  but not limited to a waiver of notice of the acceptance
of  the  guaranty;   presentment;   demand;  protest;   notices  of  nonpayment,
nonperformance,  dishonor,  the amount of indebtedness of Dealer  outstanding at
any time,  any legal  proceedings  against  Dealer,  and any other  demands  and
notices required by law; and any right of contribution from other guarantors."

         IN  WITNESS  WHEREOF,  I have  hereunto  set my hand  and  affixed  the
corporate seal on this 21st day of April, l998.




         (SEAL)                          Secretary:     /s/Philip J. Teigen
                                                     ---------------------------
                                                     Philip J. Teigen



































US000700      3/96                      5


<PAGE>



                              ADDENDUM TO GUARANTY

     This Addendum is made to that certain  Guaranty entered into by and between
CAPITAL  ASSOCIATES  INTERNATIONAL,  INC.  ("Guarantor") and DEUTSCHE  FINANCIAL
SERVICES CORPORATION ("DFS") on April 21, 1998, as amended ("Guaranty).

     FOR VALUE RECEIVED, DFS and Guarantor agree that the following paragraph is
incorporated into the Guaranty as if fully and originally set forth therein:

     "Guarantor will at all times maintain a Tangible Net Worth and Subordinated
     Debt in the  combined  amount  of not  less  than  Twelve  Million  Dollars
     ($12,000,000.00).

     For purposes of this  paragraph:  (i)  'Tangible  Net Worth' means the book
     value of Guarantor's  assets less  liabilities,  excluding from such assets
     all Intangibles;  (ii) 'Intangibles' means and includes general intangibles
     (as  that  term  is  defined  in the  Uniform  Commercial  Code);  accounts
     receivable   and  advances  due  from   officers,   directors,   employees,
     stockholders  and affiliates;  leasehold  improvements net of depreciation;
     licenses;  good will; prepaid expenses;  escrow deposits;  covenants not to
     compete;  the excess of cost over book value of acquired assets;  franchise
     fees; organizational costs; finance reserves held for recourse obligations;
     capitalized research and development costs; and such other similar items as
     DFS may from time to time determine in DFS' sole  discretion;  (iii) 'Debt'
     means all of Guarantor's liabilities and indebtedness for borrowed money of
     any kind and nature  whatsoever,  whether  direct or indirect,  absolute or
     contingent, and including obligations under capitalized leases, guaranties,
     or  with  respect  to  which   Guarantor  has  pledged   assets  to  secure
     performance,  whether or not direct recourse  liability has been assumed by
     Guarantor; and (iv) 'Subordinated Debt' means all of Guarantor's Debt which
     is  subordinated  to the payment of  Guarantor's  liabilities  to DFS by an
     agreement in form and substance  satisfactory  to DFS. The foregoing  terms
     shall be  determined  in  accordance  with  generally  accepted  accounting
     principles  consistently  applied,  and, if  applicable,  on a consolidated
     basis."

     All  other  terms  and  provisions  of  the  Guaranty,  to the  extent  not
inconsistent  with the foregoing,  are ratified and remain unchanged and in full
force and effect.





























                                        1


<PAGE>



     IN WITNESS  WHEREOF,  Guarantor and DFS have executed this Addendum on this
21st day of April 1998.

                                         CAPITAL ASSOCIATES INTERNATIONAL, INC.

ATTEST:


                                         By:      /s/Anthony M. DiPaolo
                                             -----------------------------------
/s/Philip J. Teigen                      Title:  Sr.V.P. - CFO and Treasurer
---------------------------------                -------------------------------
Secretary                                        Anthony M. DiPaolo


                                         DEUTSCHE FINANCIAL SERVICES CORPORATION



                                         By:      /s/John Rowntree
                                             -----------------------------------
                                         Titl      Credit Manager
                                             -----------------------------------













































                                        2