RECITALS:

1
Exhibit 10.6

NATIONSBANK OF TENNESSEE, N.A.

AMENDED AND RESTATED LOAN AGREEMENT

This Amended and Restated Loan Agreement (the "Agreement") dated as of
March 12, 1998, by and between NATIONSBANK OF TENNESSEE, N.A., a national
banking association ("Bank"), and SCB COMPUTER TECHNOLOGY, INC., a Tennessee
corporation, DELTA SOFTWARE SYSTEMS, INC., a Tennessee corporation, and TMR
ACQUISITION, INC., a Tennessee corporation, PARTNERS CAPITAL GROUP, INC., a
California Corporation, and PARTNERS RESOURCES, INC., an Arizona Corporation
(collectively "Borrower").

RECITALS:

A. All of the Persons composing Borrower, with the exception
of Partners, have heretofore obtained a revolving term loan facility (the"Loan")
in the principal amount of Sixteen Million and No/100 Dollars ($16,000,000.00),
the terms and conditions of which were set forth in that certain Loan Agreement
dated July 20, 1997 (the "First Loan Agreement").

B. Such Persons have asked that Partners be included as part
of Borrower, and that the Loan be increased to Thirty Million and No/100 Dollars
($30,000,000.00).

C. One of the conditions of the Loan, as increased hereby,
from Bank to Borrower is the execution of this Agreement setting forth the terms
and conditions of the Loan, and amending and restating the First Loan Agreement.

NOW THEREFORE, in consideration of the Loan described below and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, Bank and Borrower agree as follows:

1. DEFINITIONS AND REFERENCE TERMS. In addition to any other
terms defined herein, the following terms shall have the meaning set forth with
respect thereto:

A. ACCOUNT DEBTOR: Account Debtor means any Person (as herein
defined) which is now or hereafter obligated or indebted to Borrower or Partners
(as herein defined) on any Account Receivable.

B. ACCOUNTS RECEIVABLE: Accounts Receivable means all amounts
owed to Borrower and Partners on account of sales, leases or rentals of goods or
services rendered in the ordinary course of trade or business to or on behalf of
any Person (as herein defined) which is now or hereafter obligated or indebted
to Borrower (i) which arise from goods theretofore sold and delivered or
services or rentals theretofore rendered or made, as the case may be, to an
Account Debtor (as herein defined); (ii) with respect to which no setoffs,
counterclaims or defenses are claimed by the Account Debtor; (iii) which
constitute the binding obligation of an Account Debtor which Bank deems, in the
exercise of its reasonable business judgment, to be solvent, to be financially
able to pay its debts and obligations as they become due and to be paying its
debts and obligations as they become due; (iv) which, in the case of "dated
invoices" which specify a due date for the payment thereof, do not remain unpaid
more than ninety (90) days after

the end of the month in which such due date falls, and in the case of all other
invoices, do not remain unpaid more than ninety (90) days after the date of such
invoice; (v) with respect to which the Account Debtor is not an officer,
director, agent or employee of Borrower (vi) which do not arise from a "sale on
approval," "sale or return," "guaranteed sale" or "consignment"; and (viii)
which are unencumbered or pledged as collateral for any other indebtedness of
Borrower.

C. BORROWER: SCB Computer Technology, Inc., a Tennessee
corporation, Delta Software Systems, Inc., a Tennessee Corporation, TMR
Acquisition, Inc., Partners Capital Group, Inc., a California corporation, and
Partners Resources, Inc., an Arizona corporation, collectively.

D. BORROWER'S ADDRESS:
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxx 00000

E. CURRENT LIABILITIES: Current Liabilities means the
aggregate amount of all current liabilities as determined in accordance with
GAAP, but in any event shall include all liabilities except those having a
maturity date which is more than one year from the date as of which such
computation is being made.

F. EBITDA: EBITDA means, without duplication for any period,
the following, each calculated for the trailing twelve (12) months of such
period: (a) Net Income; plus (b) any provision for (or minus any benefit from)
income or franchise taxes included in the determination of Net Income; plus (c)
interest expense (excluding that which is associated with any lease expense
whereby the contract is assigned to a non-recourse lender) deducted in the
determination of Net Income (excluding that which is associated with any lease
expense whereby the contract is assigned to a non-recourse lender); plus (d)
amortization and depreciation (excluding that which is associated with any lease
expense whereby the contract is assigned to a non-recourse lender) deducted in
the determination of Net Income (excluding that which is associated with any
lease expense whereby the contract is assigned to a non-recourse lender); plus
(e) losses from (or minus gains from) non-cash items (excluding sales, expenses
or losses related to current assets) included in the determination of Net
Income; minus (f) after tax extraordinary gains (or plus after tax extraordinary
losses) (in each case as defined under GAAP) included in the determination of
Net Income.

G. FUNDED DEBT: Funded Debt means the total indebtedness
outstanding under all recourse notes payable of Borrower, plus funded or
unfunded letters of credit issued pursuant to Borrower's application therefor,
plus capital leases of Borrower.

H. HAZARDOUS MATERIALS: Hazardous Materials include all
materials defined as hazardous materials or substances under any local, state or
federal environmental laws, rules or regulations, and petroleum, petroleum
products, oil and asbestos.

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I. LOAN: The revolving term loan facility as described in
Section 2 hereof and any subsequent loan which states that it is subject to this
Agreement.

J. LOAN DOCUMENTS: Loan Documents means this Agreement and any
and all promissory notes executed by Borrower in favor of Bank and all other
documents, instruments, guarantees, certificates and agreements executed and/or
delivered by Borrower, any guarantor or third party in connection with the Loan.

K. NET INCOME: Net Income means for any period, the net income
(or loss) of Borrower and its Subsidiaries after provision for or benefit from
income and franchise taxes determined in accordance with GAAP, but excluding:
(i) the income (or loss) of any Person (other than a Subsidiary) in which
Borrower has an ownership interest unless received by Borrower in a cash
distribution; and (ii) the income (or loss) of any Person accrued prior to the
date it is merged into or consolidated with Borrower.

L. PARTNERS: Partners means collectively Partners Capital
Group, Inc., a California corporation, and Partners Resources, Inc., an Arizona
corporation.

M. PERSON: Person means any individual, partnership,
corporation, trust, unincorporated organization, lender liability company,
association, joint venture or other legally recognized entity having the
capacity to contract in its own name.

N. SUBSIDIARIES: Subsidiaries means those corporations now or
hereafter owned by SCB Computer Technology, Inc., including at the present time,
those identified on Exhibit "A" attached hereto, as such list may be amended or
restated from time to time.

O. NET WORTH. Net Worth means the amount by which total
assets exceed total liabilities in accordance with GAAP.

P. ACCOUNTING TERMS. All accounting terms not specifically
defined or specified herein shall have the meanings generally attributed to such
terms under generally accepted accounting principles ("GAAP"), as in effect from
time to time, consistently applied, with respect to the financial statements
referenced in Section 3.H. hereof.

2. LOAN. The Loan as described in the First Loan Agreement is
hereby increased from Sixteen Million and No/100 Dollars ($16,000,000.00) to
Thirty Million and No/100 Dollars ($30,000,000.00). Bank hereby agrees to make
one or more loans to Borrower in the aggregate principal face amount of Thirty
Million and No/100 Dollars ($30,000,000.00). The obligation to repay the Loan is
evidenced by an amended and restated promissory note dated March 12, 1998 (the
promissory note together with any and all renewals, extensions or rearrangements
thereof being hereafter collectively referred to as the "Note") having a
maturity date, repayment terms and interest rate as set forth in the Note. The
First Loan Agreement is hereby canceled and is amended, restated and replaced by
this Agreement; provided, however, the Loan as described in the First Loan
Agreement remains in place as increased

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hereby and all collateral heretofore existing shall remain in full force and
effect and wherever any mention is made therein of the indebtedness secured
thereby, the same shall include the Loan and all indebtedness of Borrower to
Bank relating thereto.

A. REVOLVING TERM LOAN FEATURE. The Loan shall consist of a
revolving term loan facility under which Borrower may from time to time, borrow,
repay and re-borrow funds. The Loan shall be repaid as set forth in the Note
with a maturity date of October 1, 2000, at which time the entire outstanding
principal balance, plus all accrued and unpaid interest, shall be due and
payable in full. Interest shall be paid monthly as more fully provided in the
Note.

B. STRUCTURING FEE. Borrower will pay a structuring fee of
Thirty-Five Thousand and No/100 Dollars ($35,000.00) at the closing of the Loan.

C. UNUSED CREDIT FEE. Borrower will pay hereafter on April 1,
1998, and on the same day of each month thereafter for the period from and
including the date the Loan was established to and including the maturity date
of the Loan, an unused credit fee at a rate per annum equal to (i) .20%, (if the
Funded Debt/EBITDA ratio is less than 1.0 to 1.0), (ii) .25% (if such ratio is
equal to or less than 1.50 to 1.0), or (iii) .30% (if such ratio is greater than
1.5 to 1.0), times the average daily unused portion of the Loan during the
preceding month. Borrower may at any time upon written notice to Bank
permanently reduce the amount of the Loan at which time the obligation of
Borrower to pay such unused credit fee shall thereupon correspondingly be
reduced.

D. PURPOSE. The Loan shall be available to Borrower for
general corporate purposes (including, without limitation, additional
acquisitions made in accordance with the terms hereof).

3. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Bank as follows:

A. GOOD STANDING. Each of the Persons composing Borrower is a
corporation, duly organized, validly existing and in good standing under the
laws of the state of its formation and has the power and authority to own its
property and to carry on its business as currently conducted.

B. AUTHORITY AND COMPLIANCE. Borrower has full power and
authority to execute and deliver the Loan Documents and to incur and perform the
obligations provided for therein, all of which have been duly authorized by all
proper and necessary action of the appropriate governing body of Borrower. No
consent or approval of any public authority or other third party is required as
a condition to the validity of any Loan Document, and each Person composing
Borrower is in material compliance with all laws and regulatory requirements to
which each is subject.

C. BINDING AGREEMENT. This Agreement and the other Loan
Documents executed by Borrower constitute valid and legally binding obligations
of Borrower, enforceable in accordance with their terms.

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D. LITIGATION. There is no material proceeding involving
Borrower pending or, to the knowledge of Borrower, threatened before any court
or governmental authority, agency or arbitration authority, except as disclosed
to Bank in writing and acknowledged by Bank prior to the date of this Agreement.

E. NO CONFLICTING AGREEMENTS. There is no charter, bylaw,
stock provision, partnership agreement or other document pertaining to the
organization, power or authority of Borrower and no provision of any existing
material agreement, mortgage, indenture or contract binding on Borrower or
affecting its property, which would conflict with or in any way prevent the
execution, delivery or carrying out of the terms of this Agreement and the other
Loan Documents.

F. OWNERSHIP OF ASSETS. Borrower has good title to its assets,
and its assets are free and clear of liens, except limited liens involving
non-recourse lease related loans, and except for those granted to Bank and as
disclosed to Bank in writing prior to the date of this Agreement.

G. TAXES. All taxes and assessments due and payable by
Borrower have been paid or are being contested in good faith by appropriate
proceedings and Borrower has filed all tax returns which they are required to
file.

H. FINANCIAL STATEMENTS. The financial statements of Borrower
heretofore delivered to Bank have been prepared in accordance with GAAP applied
on a consistent basis throughout the period involved and fairly present
Borrower's financial condition as of the date or dates thereof, and there has
been no material adverse change in Borrower's financial condition or operations
since October 31, 1997. All factual information furnished by Borrower to Bank in
connection with this Agreement and the other Loan Documents is and will be
accurate and complete in all material respects on the date as of which such
information is delivered to Bank and is not and will not be incomplete by the
omission of any material fact necessary to make such information not misleading.

I. PLACE OF BUSINESS. Borrower's chief executive office is
located at
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxx 00000

J. ENVIRONMENTAL. The conduct of Borrower's business
operations and the condition of Borrower's properties does not and will not
violate any federal laws, rules or ordinances for environmental protection,
regulations of the Environmental Protection Agency, any applicable local or
state law, rule, regulation or rule of common law or any judicial interpretation
thereof relating primarily to the environment or Hazardous Materials.

K. CONTINUATION OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made under this Agreement shall be deemed to be
made at and as of the date hereof and at and as of the date of any advance under
the Loan.

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L. SUBSIDIARIES. Other than as shown on Exhibit "A," there
are no other Subsidiaries.

4. AFFIRMATIVE COVENANTS. Until full payment and performance of all
obligations of Borrower under the Loan Documents, Borrower will, on a
consolidated basis unless Bank consents otherwise in writing (and without
limiting any requirement of any other Loan Document):

A. FINANCIAL CONDITION. Maintain at all times Borrower's
financial condition as follows and determined in accordance with GAAP applied on
a consistent basis throughout the period involved except to the extent modified
by the following:

i. Maintain thereafter a ratio of Funded Debt to EBITDA
of 2.25 to 1.0 or less; and on July 31, 1998, and thereafter, maintain a ratio
of Funded Debt to EBITDA of 2.0 to 1.0 or less.
ii. Maintain a ratio of Funded Debt to Net Worth of 1.0 to
1.0 or less.

iii. Maintain a ratio of cash plus Accounts Receivable plus
unencumbered fixed assets (net of depreciation) such as buildings, furniture,
fixtures and equipment, and land (such sum as shown on the most recent financial
statements provided to Bank from time to time or derived from other information
made available to Bank, from which Bank may determine the sum using its
reasonable discretion as to what items should be included) to trade accounts
payable (as determined in accordance with GAAP and as such sum is shown on the
most recent financial statements provided to Bank from time to time or derived
from other information made available to Bank, from which Bank may determine the
sum using its reasonable discretion as to what items should be included) plus
unsecured Funded Debt of 1.0 to 1.0 or greater.

B. FINANCIAL STATEMENTS AND OTHER INFORMATION. Maintain a
system of accounting satisfactory to Bank and in accordance with GAAP applied on
a consistent basis throughout the period involved, permit Bank's officers or
authorized representatives to visit and inspect Borrower's books of account and
other records at such reasonable times and as often as Bank may desire, and pay
the reasonable fees and disbursements of any accountants or other agents of Bank
selected by Bank for the foregoing purposes. Unless written notice of another
location is given to Bank, Borrower's books and records will be located at
Borrower's chief executive office set forth above. All financial statements
called for below shall be prepared in form and content acceptable to Bank and by
independent certified public accountants acceptable to Bank.

In addition, Borrower will:

i. Furnish to Bank audited financial statements of
Borrower for each fiscal year of Borrower, within one hundred twenty (120) days
after the close of each such fiscal year, prepared by a public accounting firm
acceptable to Bank.

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ii. Furnish to Bank financial statements prepared by
Borrower (including a balance sheet and profit and loss statement) of Borrower,
for each quarter of each fiscal year of Borrower, within forty five (45) days
after the close of each such period, such financial statements to be certified
by the president, vice president or chief financial officer of Borrower.

iii. Furnish to Bank a compliance certificate for
(and executed by an authorized representative of) Borrower in the form of
Exhibit "B" attached hereto, concurrently with and dated as of the date of
delivery of each of the financial statements as required in paragraphs i and ii
above, and at such other times as Bank may request, containing (a) a
certification that the financial statements of even date are true and correct
and that Borrower is not in default under the terms of this Agreement, and (b)
computations and conclusions, in such detail as Bank may request, with respect
to compliance with this Agreement, and the other Loan Documents, including
computations of all quantitative covenants.

iv. Furnish to Bank promptly such additional
information, reports and statements respecting the business operations and
financial condition of Borrower and its Subsidiaries, respectively, from time to
time, as Bank may reasonably request.

C. INSURANCE. Maintain insurance with responsible insurance
companies on such of its properties, in such amounts and against such risks as
is customarily maintained by similar businesses operating in the same vicinity,
specifically to include fire and extended coverage insurance covering all
assets, business interruption insurance, workers compensation insurance and
liability insurance, all to be with such companies and in such amounts as are
satisfactory to Bank and providing for at least 30 days prior notice to Bank of
any cancellation thereof. Satisfactory evidence of such insurance will be
supplied to Bank prior to funding under the Loan(s) and 30 days prior to each
policy renewal.

D. EXISTENCE AND COMPLIANCE. Maintain its, as well as that of
its Subsidiaries, existence, good standing and qualification to do business,
where failure to do so would have a material adverse effect on Borrower or its
Subsidiaries, and comply with all laws, regulations and governmental
requirements including, without limitation, applicable environmental laws or to
any of its or their property, business operations and transactions.

E. ADVERSE CONDITIONS OR EVENTS. Promptly advise Bank in
writing of (i) any condition, event or act which comes to its attention that
would or might materially adversely affect Borrower's or any Subsidiary's
financial condition or operations or Bank's rights under the Loan Documents,
(ii) any material litigation filed by or against Borrower or any Subsidiary,
(iii) any event that has occurred that would constitute an event of default
under any Loan Documents and (iv) any uninsured or partially uninsured loss
through fire, theft, liability or property damage in excess of an aggregate of
Five Hundred Thousand and No/100 Dollars ($500,000.00).

F. TAXES AND OTHER OBLIGATIONS. Pay all of its taxes,
assessments and other obligations, including, but not limited to taxes, costs or
other expenses arising out of this transaction, as

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the same become due and payable, except to the extent the same are being
contested in good faith by appropriate proceedings in a diligent manner.

G. MAINTENANCE. Maintain all of its tangible property in good
condition and repair and make all necessary replacements thereof, and preserve
and maintain all licenses, trademarks, privileges, permits, franchises,
certificates and the like necessary for the operation of its business.

H. ENVIRONMENTAL. Immediately advise Bank in writing of (i)
any and all enforcement, cleanup, remedial, removal, or other governmental or
regulatory actions instituted, completed or threatened pursuant to any
applicable federal, state, or local laws, ordinances or regulations relating to
any Hazardous Materials affecting Borrower's or any Subsidiary's business
operations; and (ii) all claims made or threatened by any third party against
Borrower or any Subsidiary relating to damages, contribution, cost recovery,
compensation, loss or injury resulting from any Hazardous Materials. Borrower
shall immediately notify Bank of any remedial action taken by Borrower with
respect to Borrower's business operations. Borrower will not use or permit any
other party to use any Hazardous Materials at any of Borrower's places of
business or at any other property owned by Borrower except such materials as are
incidental to Borrower's normal course of business, maintenance and repairs and
which are handled in compliance with all applicable environmental laws. Borrower
agrees to permit Bank, its agents, contractors and employees to enter and
inspect any of Borrower's places of business or any other property of Borrower
at any reasonable times upon three (3) days prior notice for the purposes of
conducting an environmental investigation and audit (including taking physical
samples) to insure that Borrower is complying with this covenant and Borrower
shall reimburse Bank on demand for the costs of any such environmental
investigation and audit. Borrower shall provide Bank, its agents, contractors,
employees and representatives with access to and copies of any and all data and
documents relating to or dealing with any Hazardous Materials used, generated,
manufactured, stored or disposed of by Borrower's business operations within
five (5) days of the request therefore.

I. ACQUISITIONS. In the event Borrower acquires any other
Subsidiary, such Subsidiary shall sign an unlimited guaranty of the indebtedness
and obligations of Borrower to Bank, such guaranty to be in form and substance
prepared by and acceptable to Bank. In addition, Borrower shall pledge to Bank
all of the common stock to secure the Loan, in form and substance, and with such
supporting documents, as are acceptable to Bank.

5. NEGATIVE COVENANTS. Until full payment and performance of all
obligations of Borrower under the Loan Documents, Borrower will not, without the
prior written consent of Bank (and without limiting any requirement of any other
Loan Documents):

A. CAPITAL EXPENDITURES. Make capital expenditures during any
four quarter period on a trailing four quarter basis (including capitalized
leases) exceeding in the aggregate a number which is equal to twenty-five
percent (25%) of the Net Income from such four quarter period.

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B. LEASE RESIDUAL EXPENDITURES. Incur new obligations from
investment in the residual values of leases of real or personal property during
any four quarter period on a trailing four quarter basis exceeding in the
aggregate a number which is equal to twenty-five percent (25%) of the Net Income
from such four quarter period.

C. LEASE EXPENDITURES. Incur new obligations for the lease or
hire of real or personal property requiring payments in any fiscal year in
excess of an aggregate of Five Hundred Thousand and No/100 Dollars
($500,000.00).

D. TRANSFER OF ASSETS OR CONTROL. Sell, lease, assign or
otherwise dispose of or transfer any assets, except in the normal course of its
business, or change control or ownership of more than thirty-five percent (35%)
of any Person composing Borrower. For purposes of this covenant, a change in
control or ownership means (i) when any Person or two or more Persons acting in
concert shall have acquired beneficial ownership, directly or indirectly, of the
capital stock of Borrower or any Person composing Borrower (or other securities
convertible into such capital stock) representing thirty-five percent (35%) or
more of the combined voting power of all capital stock of Borrower or any such
Person composing Borrower; or (ii) during any period of up to twenty-four (24)
consecutive months, commencing after the date hereof, individuals who at the
beginning of such twenty-four (24) month period were directors of Borrower or
any such Person composing Borrower cease to constitute a majority of the board
of directors thereof and such event is a result (directly or indirectly) of the
acquisition of five percent (5%) or more of the combined voting power of the
capital stock by a Person or Persons who did not own at least five percent (5%)
or more of the combined voting power of the capital stock as of the date hereof.
As used herein, "beneficial ownership" shall have the meaning provided in Rule
13d-3 of the Securities and Exchange Commission under the Securities and
Exchange Act of 1934.

E. LIENS. Grant, suffer or permit any contractual or
noncontractual lien on or security interest in its assets (including, without
limitation, any of Borrower's intellectual property), except in favor of Bank
and except for limited liens involving non-recourse lease related loans, or fail
to promptly pay when due all lawful claims, whether for labor, materials or
otherwise.

F. EXTENSIONS OF CREDIT. Other than loans to Subsidiaries,
make or permit any Subsidiary to make, loans or advances in excess of One
Million and No/100 Dollars ($1,000,000.00) in the aggregate outstanding at any
time prior to July 30, 1998, at which time the maximum aggregate amount
outstanding at any time shall be reduced to Five Hundred Thousand and No/100
Dollars ($500,000.00), or make any capital contribution to, or participate as a
partner or joint venturer with any Person, except for extensions of credit to
employees in the normal course of Borrower's business, and except for the
purchase of direct obligations of the United States or any agency thereof with
maturities of less than one year, or obligations of Bank or any subsidiary
thereof. Any aggregate amount of such loans made by Borrower in excess of Five
Hundred Thousand and No/100 Dollars ($500,000.00) must be personally guaranteed
by Xxx X. Xxxxxx, Xx., and T. Xxxxx Xxxx.

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G. BORROWINGS. Create, incur, assume or become liable in any
manner for any indebtedness (for borrowed money, deferred payment for the
purchase of assets, lease payments, as surety or guarantor for the debt for
another, or otherwise) other than to Bank, except for normal trade debts
incurred in the ordinary course of Borrower's business, non-recourse
indebtedness, and except for existing indebtedness disclosed to Bank in writing
and acknowledged by Bank prior to the date of this Agreement.

H. DIVIDENDS AND DISTRIBUTIONS. Make any distribution (other
than dividends payable in capital stock of Borrower) on any shares of any class
of its capital stock or apply any of its property or assets to the purchase,
redemption or other retirement of any shares of any class of capital stock of
Borrower exceeding in the aggregate a sum which is equal to twenty-five percent
(25%) of net profit per fiscal year.

I. CHARACTER OF BUSINESS. Change the general character of
business as conducted at the date hereof, or engage in any type of business not
reasonably related to its business as presently conducted.

J. MANAGEMENT CHANGE. Make any substantial change in its
present executive or management personnel.

K. NEGATIVE PLEDGE LIMITATION. Enter into any agreement with
any person other than Bank pursuant hereto which prohibits or limits the ability
of Borrower or any Subsidiary to create, incur, assume or suffer to exist any
lien upon any of the assets, rights, revenues or property, whether real,
personal or mixed, whether tangible or intangible, and whether now owned or
hereafter acquired.

L. ACQUISITIONS OR MERGERS. Acquire or enter into any merger
or consolidation, or purchase or otherwise acquire, or permit any Subsidiary to
purchase or otherwise acquire, any capital stock, assets, obligations, or other
securities of, or otherwise invest in or acquire any interest in any entity,
except in regards to any acquisition that (i) has positive EBITDA during the
last two (2) fiscal years, (ii) the total consideration therefor is less than
Three Million and No/100 Dollars ($3,000,000.00) prior to July 31, 1998, or Five
Million and No/100 Dollars ($5,000,000.00) thereafter (unless the acquisition is
100% stock), and (iii) the total consideration is less than six (6) times the
acquisition EBITDA, provided, however, in no event may Borrower enter into any
acquisition if the results of such acquisition on a proforma basis would cause a
default hereunder.

6. DEFAULT. Borrower shall be in default under this Agreement and
under each of the other Loan Documents if any of the following should occur:

A. It shall default in the payment of any amounts due and
owing under the Loan within fifteen (15) days of the date when due or;

B. It should fail to timely and properly observe, keep or
perform any term, covenant, agreement or condition herein or in any other Loan
Document or in any other loan agreement, promissory

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note, security agreement, deed of trust, deed to secure debt, mortgage,
assignment or other contract securing or evidencing payment of any indebtedness
of Borrower to Bank or any affiliate or subsidiary of NationsBank Corporation;
or

C. There should occur any material adverse change in
Borrower's financial condition or business affairs from that shown on Borrower's
most recent financial statements provided to Bank, including, without
limitation, any legal proceedings commenced against Borrower or any of its
officers which Bank determines in its sole discretion could have a material
adverse effect on Borrower's financial condition or business affairs, provided,
however, that Bank agrees not to exercise its right to declare a default as a
result of any such material adverse change until forty five (45) days after
written notice from Bank to Borrower that Bank deems a material adverse change
to have occurred.

7. REMEDIES UPON DEFAULT. If any of the foregoing defaults shall
occur, Bank shall have all rights, powers and remedies available under each of
the Loan Documents as well as all rights and remedies available at law or in
equity.

8. NOTICES. All notices, requests or demands which any party is
required or may desire to give to any other party under any provision of this
Agreement must be in writing delivered to the other party at the following
address:

Borrower:
SCB Computer Technology, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxx XxXxxxxx
Fax. No. 901/000-0000

with a copy to:
Bass, Berry, & Xxxx PLC
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Xxxxxx Xxxxxx
Fax No. 615/000-0000

Bank:
NationsBank of Tennessee, N.A.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Fax No. 901/000-0000

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or to such other address as any party may designate by written notice to the
other party. Each such notice, request and demand shall be deemed given or made
as follows:

A. If sent by mail, upon the earlier of the date of receipt or
five (5) days after deposit in the U.S. Mail, first class postage prepaid;

B. If sent by any other means, upon delivery.

9. COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to
Bank immediately upon demand the full amount of all costs and expenses,
including reasonable attorneys' fees (to include outside counsel fees and all
allocated costs of Bank's in-house counsel if permitted by applicable law),
incurred by Bank in connection with (a) negotiation and preparation of this
Agreement and each of the Loan Documents, and (b) all other costs and attorneys'
fees incurred by Bank for which Borrower is obligated to reimburse Bank in
accordance with the Terms of the Loan Documents.

10. MISCELLANEOUS. Borrower and Bank further covenant and agree as
follows, without limiting any requirement of any other Loan Document:

A. CUMULATIVE RIGHTS AND NO WAIVER. Each and every right
granted to Bank under any Loan Document, or allowed it by law or equity shall be
cumulative of each other and may be exercised in addition to any and all other
rights of Bank, and no delay in exercising any right shall operate as a waiver
thereof, nor shall any single or partial exercise by Bank of any right preclude
any other or future exercise thereof or the exercise of any other right.
Borrower expressly waives any presentment, demand, protest or other notice of
any kind, including but not limited to notice of intent to accelerate and notice
of acceleration. No notice to or demand on Borrower in any case shall, of
itself, entitle Borrower to any other or future notice or demand in similar or
other circumstances.

B. APPLICABLE LAW. This Agreement and the rights and
obligations of the parties hereunder shall be governed by and interpreted in
accordance with the laws of the state of Tennessee and applicable United States
federal law.

C. AMENDMENT. No modification, consent, amendment or waiver of
any provision of this Agreement, nor consent to any departure by Borrower
therefrom, shall be effective unless the same shall be in writing and signed by
an officer of Bank, and then shall be effective only in the specified instance
and for the purpose for which given. This Agreement is binding upon Borrower,
its successors and assigns, and inures to the benefit of Bank, its successors
and assigns; however, no assignment or other transfer of Borrower's rights or
obligations hereunder shall be made or be effective without Bank's prior written
consent, nor shall it relieve Borrower of any obligations hereunder. There is no
third party beneficiary of this Agreement.

- 12 -

D. DOCUMENTS. All documents, certificates and other items
required under this Agreement to be executed and/or delivered to Bank shall be
in form and content satisfactory to Bank and its counsel.

E. PARTIAL INVALIDITY. The unenforceability or invalidity of
any provision of this Agreement shall not affect the enforceability or validity
of any other provision herein and the invalidity or unenforceability of any
provision of any Loan Document to any person or circumstance shall not affect
the enforceability or validity of such provision as it may apply to other
persons or circumstances.

F. INDEMNIFICATION. Notwithstanding anything to the contrary
contained in Section 10(G), except for gross negligence or willful misconduct,
Borrower shall indemnify, defend and hold Bank and its successors and assigns
harmless from and against any and all claims, demands, suits, losses, damages,
assessments, fines, penalties, costs or other expenses (including reasonable
attorneys' fees and court costs) arising from or in any way related to any of
the transactions contemplated hereby, including but not limited to actual or
threatened damage to the environment, agency costs of investigation, personal
injury or death, or property damage, due to a release or alleged release of
Hazardous Materials, arising from Borrower's business operations, any other
property owned by Borrower or in the surface or ground water arising from
Borrower's business operations, or gaseous emissions arising from Borrower's
business operations or any other condition existing or arising from Borrower's
business operations resulting from the use or existence of Hazardous Materials,
whether such claim proves to be true or false. Borrower further agrees that its
indemnity obligations shall include, but are not limited to, liability for
damages resulting from the personal injury or death of an employee of Borrower,
regardless of whether Borrower has paid the employee under the workmen' s
compensation laws of any state or other similar federal or state legislation for
the protection of employees. The term "property damage" as used in this
paragraph includes, but is not limited to, damage to any real or personal
property of Borrower, Bank, and of any third parties. Borrower's obligations
under this paragraph shall survive the repayment of the Loan and any deed in
lieu of foreclosure or foreclosure of any Deed to Secure Debt, Deed of Trust,
Security Agreement or Mortgage securing the Loan.

G. SURVIVABILITY. All covenants, agreements, representations
and warranties made herein or in the other Loan Documents shall survive the
making of the Loan and shall continue in full force and effect so long as the
Loan is outstanding or the obligation of Bank to make any advances under the
Loan shall not have expired.

11. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES
HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS,
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR
ANY SUCCESSOR THEREOF

- 13 -

("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF ANY
INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION
AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO THIS
AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO
COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES
IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.

A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE
CITY OF THE BORROWER'S DOMICILE AT TIME OF THE EXECUTION OF THIS INSTRUMENT,
AGREEMENT OR DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN
ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE
ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL
ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR
ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60
DAYS.

B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION
PROVISION SHALL BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE
APPLICABLE STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS
ARBITRATION PROVISION; OR (II) BE A WAIVER BY THE BANK OF THE PROTECTION
AFFORDED TO IT BY 12 U.S.C. ss. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW;
OR (III) LIMIT THE RIGHT OF THE BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES
SUCH AS (BUT NOT LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR
PERSONAL PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR
ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF
POSSESSION OR THE APPOINTMENT OF A RECEIVER. THE BANK MAY EXERCISE SUCH SELF
HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR
ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION
PROCEEDING BROUGHT PURSUANT TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER
THIS EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN
ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A
WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO
ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH
REMEDIES.

12. NO ORAL AGREEMENT. THIS WRITTEN LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.

- 14 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed under seal by their duly authorized representatives as of the date
first above written.

BORROWER: BANK:

SCB COMPUTER TECHNOLOGY, INC. NATIONSBANK OF TENNESSEE, N.A.

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

Attest:
----------------------------
Name:
-----------------------------
Title:
----------------------------

DELTA SOFTWARE SYSTEMS, INC.

By:
-------------------------------

Name:
------------------------------

Title:
-----------------------------

Attest:
----------------------------

Name:
-----------------------------

Title:
-----------------------------

- 15 -

TMR ACQUISITION, INC.

By:
------------------------------

Name:
----------------------------

Title:
---------------------------

Attest:
--------------------------

Name:
---------------------------

Title:
---------------------------

PARTNERS CAPITAL GROUP, INC.

By:
------------------------------

Name:
----------------------------

Title:
---------------------------

Attest:
--------------------------

Name:
----------------------------

Title:
--------------------------

- 16 -

PARTNERS RESOURCES, INC.

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

Attest:
-------------------------
Name:
---------------------------
Title:
--------------------------

- 17 -

EXHIBIT "A"

SUBSIDIARIES

SCB Software Services, Inc.

- 18 -

19
NationsBank of Tennessee, N.A.

AMENDED AND RESTATED
MASTER REVOLVING TERM LOAN
PROMISSORY NOTE

March 12, 1998 $30,000,000.00 Maturity Date: October 1, 2000

================================================================================
Bank: Borrower:

NationsBank of Tennessee, N.A. SCB Computer Technology, Inc.
0000 Xxxxxx Xxxxxx Delta Software Systems, Inc.
Xxxxxxx, XX 00000 TMR Acquisition, Inc.
Partners Capital Group, Inc.
Partners Resources, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000

================================================================================

FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and
severally, if more than one) promises to pay to the order of Bank, its
successors and assigns, without setoff, at its offices indicated at the
beginning of this Note, or at such other place as may be designated by Bank, the
principal amount of Thirty Million and No/100 Dollars ($30,000,000.00), or so
much thereof as may be advanced from time to time in immediately available funds
as set forth in that certain Amended and Restated Loan Agreement of even date
herewith (the "Loan Agreement"), together with interest computed daily on the
outstanding principal balance hereunder, at an annual interest rate, and in
accordance with the payment schedule, indicated below.

1. RATE. The unpaid principal balance of this Note from day to day outstanding
which is not past due shall bear interest at a rate per annum equal to the
lesser of (i) the Maximum Rate (hereinafter defined) or (ii) the Stated Rate
(hereinafter defined) fixed for periods of one (1) month each and computed on
the Annual Basis (hereinafter defined).

(a) The term "Stated Rate" means the LIBOR Funding Rate plus the Applicable
Margin (as hereinafter set forth).

(b) The term "LIBOR Funding Rate" means the thirty (30) day rate of
interest set by Bank as the LIBOR Funding Rate as of and at any time during the
second Business Day immediately preceding the first day of such Interest Period,
for a term comparable to such Interest Period, as adjusted from time to time in
Bank's sole discretion for then applicable reserve requirements, deposit
insurance assessment rates and other regulatory costs.

(c) The term "Business Day" shall mean a day on which Bank is open for
business and dealing in deposits in Memphis, Tennessee.

(d) The term "Interest Period" shall mean, with respect to any LIBOR
Borrowing (hereinafter defined), a period from the 15th of each month in which
the LIBOR Funding Rate shall become effective as to such LIBOR Borrowing to the
14th of the following month, subject however to the following:

(i) if any Interest Period would otherwise end on a day which is not a
Business Day, the LIBOR Funding Rate shall be determined the immediately
preceding business day; and

(ii) no Interest Period shall extend beyond the final maturity date;
and

(e) The term " Applicable Margin" means the percentage added to the LIBOR
Funding Rate and shall be a function of the Funded Debt/EBITDA ratio as follows:

Funded Debt/EBITDA LIBOR Applicable Margin
------------------ -----------------------

(i) <1.00 x 0.75%
(ii) = or <1.50 x 1.00%
(iii)>1.50 x 1.50%

(f) The term "LIBOR Borrowing" as used herein means a separate and distinct
portion of the indebtedness evidenced by the Note bearing interest at a LIBOR
Funding Rate.

The term "Maximum Rate" as used in this Note means the maximum nonusurious rate
of interest per annum permitted by whichever of applicable United States federal
law or the law of the state of Tennessee permits the higher interest rate,
including to the extent permitted by applicable law, any amendments thereof
hereafter or any new law hereafter coming into effect to the extent a higher
Maximum Rate is permitted thereby. The Maximum Rate shall be applied by taking
into account all amounts characterized by applicable law as interest on the debt
evidenced by this Note, so that the aggregate of all interest does not exceed
the maximum nonusurious amount permitted by applicable law.

Notwithstanding any provision of this Note, Bank does not intend to charge and
Borrower shall not be required to pay any amount of interest or other charges in
excess of the Maximum Rate; if any higher rate ceiling is lawful, then that
higher rate ceiling shall apply. Any payment in excess of such Maximum Rate
shall be refunded to Borrower or credited against principal, at the option of
Bank.

2. ANNUAL BASIS OR ACCRUAL METHOD. "Annual Basis" means computation of interest
at the Rate set forth above using a 365/360 day method (a daily amount of
interest is computed for a hypothetical year of 360 days; that amount is
multiplied by the actual number of days for which any principal is outstanding
hereunder).

3. RATE CHANGE DATE. The Stated Rate will change on the 15th of each month.

4. PAYMENT SCHEDULE. All payments received hereunder shall be applied first to
the payment of any expense or charges payable hereunder or under any other loan
documents executed in connection with this Note, then to interest due and
payable, with the balance applied to principal, or in such other order as Bank
shall determine at its option.

This Note evidences a reducing revolving term loan facility under which
Borrower may from time to time borrow, repay and re-borrow funds as provided in
the Loan Agreement. The loan shall be repaid as set forth hereinbelow and on
October 1, 2000 the entire outstanding principal balance, plus all accrued and
unpaid interest, shall be due and payable in full. Interest calculated at the
variable rate set forth above shall be paid monthly commencing on the 1st day of
April, 1998, and continuing on the same day of each and every month thereafter
until maturity.

Notwithstanding the original principal amount of this Note, the aggregate
principal amount of terms loans available and/or which may be outstanding
hereunder at any time shall reduce, and Borrower shall pay any outstanding sums
necessary to so reduce such aggregate balance, according to the following
schedule:

Aggregate Outstanding
Date of Reduction Balance Allowed
----------------- ---------------

a. August 1, 1998 $28,750,000.00

b. November 1, 1998 27,500,000.00

c. February 1, 1999 26,250,000.00

d. May 1, 1999 25,000,000.00

e. August 1, 1999 23,750,000.00

f. November 1, 1999 22,500,000.00

g. February 1, 2000 21,250,000.00

h. May 1, 2000 20,000,000.00

i. August 1, 2000 18,750,000.00

5. REVOLVING FEATURE.

Borrower may borrow, repay and reborrow hereunder at any time, up to a
maximum aggregate outstanding balance allowed at any one time equal to the
principal balances shown in Section 4 above, provided that Borrower is not in
default under any provision of this Note, the Loan Agreement, any other
documents executed in connection with this Note, or any other note or other loan
documents now or hereafter executed in connection with any other obligation of
Borrower to Bank, and provided that the borrowings hereunder do not exceed any
borrowing base or other limitation on borrowings by Borrower. Bank shall incur
no liability for its refusal to advance funds based upon its determination that
any conditions of such further advances have not been met. Bank records of the
amounts borrowed from time to time shall be conclusive proof thereof.

6. AUTOMATIC PAYMENT.

Borrower has elected to authorize Bank to effect payment of sums due under
this Note by means of debiting Borrower's account number 1800614826. This
authorization shall not affect the obligation of Borrower to pay such sums when
due, without notice, if there are insufficient funds in such account to make
such payment in full on the due date thereof, or if Bank fails to debit the
account.

7. WAIVERS, CONSENTS AND COVENANTS. Borrower, any indorser or guarantor hereof,
or any other party hereto (individually an "Obligor" and collectively
"Obligors") and each of them jointly and severally: (a) waive presentment,
demand, protest, notice of demand, notice of intent to accelerate, notice of
acceleration of maturity, notice of protest, notice of nonpayment, notice of
dishonor, and any other notice required to be given under the law to any Obligor
in connection with the delivery, acceptance, performance, default or enforcement
of this Note, any indorsement or guaranty of this Note, or any other documents
executed in connection with this Note or any other note or other loan documents
now or hereafter executed in connection with any obligation of Borrower to Bank
(the "Loan Documents"); (b) consent to all delays, extensions, renewals or, in
the case of any guarantor, other modifications of this Note or the Loan
Documents, or waivers of any term hereof or of the Loan Documents, or release or
discharge by Bank of any of Obligors, or release, substitution or exchange of
any security for the payment hereof, or the failure to act on the part of Bank,
or any indulgence shown by Bank (without notice to or further assent from any of
Obligors), and agree that no such action, failure to act or failure to exercise
any right or remedy by Bank shall in any way affect or impair the obligations of
any Obligors or be construed as a waiver by Bank of, or otherwise affect, any of
Bank's rights under this Note, under any indorsement or guaranty of this Note or
under any of the Loan Documents; and (c) agree to pay, on demand, all costs and
expenses of collection or defense of this Note or of any indorsement or guaranty
hereof and/or the enforcement or defense of Bank's rights with respect to, or
the administration, supervision, preservation, or protection of, or realization
upon, any property securing payment hereof, including, without limitation,
reasonable attorney's fees, including fees related to any suit, mediation or
arbitration proceeding, out of court payment agreement, trial, appeal,
bankruptcy proceedings or other proceeding, in such amount as may be determined
reasonable by any arbitrator or court, whichever is applicable.

8. PREPAYMENTS. Prepayments may be made in whole or in part at any time without
penalty.

9. DELINQUENCY CHARGE. To the extent permitted by law, a delinquency charge may
be imposed in an amount not to exceed four percent (4%) of any payment that is
more than fifteen (15) days late.

10. EVENTS OF DEFAULT. The following are events of default hereunder: (a) the
failure to pay or perform any obligation, liability or indebtedness of any
Obligor to Bank, or to any affiliate or subsidiary of NationsBank Corporation,
whether under this Note, the Loan Agreement, or any of the other Loan Documents,
within fifteen (15) days of the date when due (whether upon demand, at maturity
or by acceleration); (b) the failure to pay or perform any other material
obligation, liability or indebtedness of any Obligor to any other party; (c) the
commencement of a proceeding against any Obligor for dissolution or liquidation,
the voluntary or involuntary termination or dissolution of any Obligor or the
merger or consolidation of any Obligor with or into another entity; (d) the
insolvency of, the business failure of, the appointment of a custodian, trustee,
liquidator or receiver for or for any of the property of, the assignment for the
benefit of creditors by, or the filing of a petition under bankruptcy,
insolvency or debtor's relief law or the filing of a petition for any adjustment
of indebtedness, composition or extension by or against any Obligor; (e) the
determination by Bank that any representation or warranty made to Bank by any
Obligor in any Loan Documents or otherwise is or was, when it was made, untrue
or materially misleading; (f) the failure of any Obligor to timely deliver such
financial statements, including tax returns, other statements of condition or
other information, as Bank shall request from time to time; or (g) the seizure
or forfeiture of, or the issuance of any writ of possession, garnishment or
attachment, or any turnover order for any property of any Obligor.

11. REMEDIES UPON DEFAULT. Whenever there is a default under this Note (a) the
entire balance outstanding hereunder and all other obligations of any Obligor to
Bank (however acquired or evidenced) shall, at the option of Bank, become
immediately due and payable

and any obligation of Bank to permit further borrowing under this Note shall
immediately cease and terminate, and/or (b) to the extent permitted by law, the
Rate of interest on the unpaid principal shall be increased at Bank's discretion
up to the Maximum Rate, or if none, 25% per annum (the "Default Rate"). The
provisions herein for a Default Rate shall not be deemed to extend the time for
any payment hereunder or to constitute a "grace period" giving Obligors a right
to cure any default. At Bank's option, any accrued and unpaid interest, fees or
charges may, for purposes of computing and accruing interest on a daily basis
after the due date of the Note or any installment thereof, be deemed to be a
part of the principal balance, and interest shall accrue on a daily compounded
basis after such date at the Default Rate provided in this Note until the entire
outstanding balance of principal and interest is paid in full. Upon a default
under this Note, Bank is hereby authorized at any time, at its option and
without notice or demand, to set off and charge against any deposit accounts of
any Obligor, (as well as any money, instruments, securities, documents, chattel
paper, credits, claims, demands, income and any other property, rights and
interests of any Obligor), which at any time shall come into the possession or
custody or under the control of Bank or any of its agents, affiliates or
correspondents, any and all obligations due hereunder. Additionally, Bank shall
have all rights and remedies available under each of the Loan Documents, as well
as all rights and remedies available at law or in equity.

12. NON-WAIVER. The failure at any time of Bank to exercise any of its options
or any other rights hereunder shall not constitute a waiver thereof, nor shall
it be a bar to the exercise of any of its options or rights at a later date. All
rights and remedies of Bank shall be cumulative and may be pursued singly,
successively or together, at the option of Bank. The acceptance by Bank of any
partial payment shall not constitute a waiver of any default or of any of Bank's
rights under this Note. No waiver of any of its rights hereunder, and no
modification or amendment of this Note, shall be deemed to be made by Bank
unless the same shall be in writing, duly signed on behalf of Bank; each such
waiver shall apply only with respect to the specific instance involved, and
shall in no way impair the rights of Bank or the obligations of Obligors to Bank
in any other respect at any other time.

13. APPLICABLE LAW, VENUE AND JURISDICTION. This Note and the rights and
obligations of Borrower and Bank shall be governed by and interpreted in
accordance with the law of the State of Tennessee. In any litigation in
connection with or to enforce this Note or any indorsement or guaranty of this
Note or any Loan Documents, Obligors, and each of them, irrevocably consent to
and confer personal jurisdiction on the courts of the State of Tennessee or the
United States located within the State of Tennessee and expressly waive any
objections as to venue in any such courts. Nothing contained herein shall,
however, prevent Bank from bringing any action or exercising any rights within
any other state or jurisdiction or from obtaining personal jurisdiction by any
other means available under applicable law.

14. PARTIAL INVALIDITY. The unenforceability or invalidity of any provision of
this Note shall not affect the enforceability or validity of any other provision
herein and the invalidity or unenforceability of any provision of this Note or
of the Loan Documents to any person or circumstance shall not affect the
enforceability or validity of such provision as it may apply to other persons or
circumstances.

15. BINDING EFFECT. This Note shall be binding upon and inure to the benefit of
Borrower, Obligors and Bank and their respective successors, assigns, heirs and
personal representatives, provided, however, that no obligations of Borrower or
Obligors hereunder can be assigned without prior written consent of Bank.

16. CONTROLLING DOCUMENT. This Note amends, restates and replaces that certain
Master Revolving Term Loan Promissory Note dated July 10, 1997, in the principal
amount of Sixteen Million and No/100 Dollars ($16,000,000.00). To the extent
that this Note conflicts with or is in any way incompatible with any other
document related specifically to the loan evidenced by this Note, this Note
shall control over any other such document, and if this Note does not address an
issue, then each other such document shall control to the extent that it deals
most specifically with an issue.

17. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR
ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING A
SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.

A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF ANY
BORROWER'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT
OR DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN
THE AMERICAN ARBITRATION ASSOCIATION

WILL SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE
DEMAND FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF
CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN
ADDITIONAL 60 DAYS.

B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL BE
DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12
U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED
TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

BORROWER REPRESENTS TO BANK THAT THE PROCEEDS OF THIS LOAN ARE TO BE USED
PRIMARILY FOR BUSINESS, COMMERCIAL OR AGRICULTURAL PURPOSES. BORROWER
ACKNOWLEDGES HAVING READ AND UNDERSTOOD, AND AGREES TO BE BOUND BY, ALL TERMS
AND CONDITIONS OF THIS NOTE.

NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

SCB COMPUTER TECHNOLOGY, INC.

By:
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Name:
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Title:
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Attest

DELTA SOFTWARE SYSTEMS, INC.

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Name:
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Title:
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Attest

TMR ACQUISITION, INC.

By:
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Name:
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Title:
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Attest

PARTNERS CAPITAL GROUP, INC.

By:
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Name:
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Title:
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Attest

PARTNERS RESOURCES, INC.

By:
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Name:
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Title:
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Attest

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