ELCOTEL INC
SC 13D, 1998-12-11
TELEPHONE & TELEGRAPH APPARATUS
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                     SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C.  20549 
  
                                SCHEDULE 13D 
                               (Rule 13d-101) 
  
      INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d- 
           1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) 
  
                               ELCOTEL, INC. 
 ---------------------------------------------------------------------------
                             (Name of Issuer)  
  
                   Common Stock, par value $.01 per share 
 ---------------------------------------------------------------------------
                      (Title of Class and Securities) 
  
                                284447 0 10 9 
 ---------------------------------------------------------------------------
                   (CUSIP Number of Class of Securities) 
  
                             Arthur Amron, Esq. 
                          WEXFORD MANAGEMENT LLC 
                     411 West Putnam Avenue, Suite 125 
                        Greenwich, Connecticut 06830 
                               (203) 862-7000 
 ---------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
 and Communications) 
  
                                  Copy to: 
  
                           Randall H. Doud, Esq. 
                  Skadden, Arps, Slate, Meagher & Flom LLP 
                              919 Third Avenue 
                          New York, New York 10022 
                               (212) 735-3000 
  
                             December 18, 1997 
 ---------------------------------------------------------------------------
          (Date of Event which Requires Filing of this Statement) 
  
      If the filing person has previously filed a statement on Schedule 13G
 to report the acquisition which is the subject of this Statement because of
 Rule 13d-1(b)(3) or (4), check the following:   ( ) 
  
        See Rule 13d-1(a) for other parties to whom copies are to be sent. 
  


 CUSIP No. 284447 0 10 9              13D  

 1.   NAME OF REPORTING PERSON  
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. 
  
                        Wexford Partners Fund, L.P. 
                                               
 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
                                                                    (a)  (X) 
                                                                    (b)  ( )

 3.   SEC USE ONLY 

 4.   SOURCE OF FUNDS 
                                  OO

 5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e) 

                                                                         ( )

 6.   CITIZENSHIP OR PLACE OF ORGANIZATION 
  
                                   Delaware

 NUMBER OF                   7.   SOLE VOTING POWER         -0-
 SHARES 
 BENEFICIALLY                8.   SHARED VOTING POWER 
 OWNED BY                                               2,637,219
 EACH 
 REPORTING                   9.   SOLE DISPOSITIVE POWER
 PERSON                                                     -0-
 WITH                       10.   SHARED DISPOSITIVE POWER
                                                        2,637,219 
         
 11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
                                                        2,637,219

 12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
      
      CERTAIN SHARES                                                   ( )

 13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
      19.5% (based on 13,471,130 shares of Common Stock outstanding 
      on November 13, 1998 and up to 39,950 shares of Common Stock 
      issuable to certain of the Reporting Persons filing this 
      Schedule 13D).

 14.  TYPE OF REPORTING PERSON 
                                             PN


  
 CUSIP No. 284447 0 10 9              13D  

 1.   NAME OF REPORTING PERSON  
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. 
  
                           Wexford Capital, L.P. 
                                               
 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
                                                                    (a)  (X) 
                                                                    (b)  ( )

 3.   SEC USE ONLY 

 4.   SOURCE OF FUNDS 
                                             OO

 5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e) 
                                                                         ( )
 
 6.   CITIZENSHIP OR PLACE OF ORGANIZATION 
  
                                          Delaware

 NUMBER OF                 7.   SOLE VOTING POWER             -0-
 SHARES 
 BENEFICIALLY              8.     SHARED VOTING POWER
 OWNED BY                                                2,637,219
 EACH 
 REPORTING                 9.     SOLE DISPOSITIVE POWER
 PERSON                                                       -0-
 WITH  
                          10.     SHARED DISPOSITIVE POWER
                                                         2,637,219
         
 11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

                                                         2,637,219
 
 12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
      
      CERTAIN SHARES                                                     ( )

 13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
      19.5% (based on 13,471,130 shares of Common Stock outstanding
      on November 13, 1998 and up to 39,950 shares of Common Stock 
      issuable to certain of the Reporting Persons filing this 
      Schedule 13D).

 14.  TYPE OF REPORTING PERSON 
                                  PN



 CUSIP No. 284447 0 10 9              13D  

 1.   NAME OF REPORTING PERSON  
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. 
  
                           Wexford Capital Corp. 
                                               
 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
                                                                    (a)  (X) 
                                                                    (b)  ( )
 
 3.   SEC USE ONLY 

 4.   SOURCE OF FUNDS 
                                             OO
 
 5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e) 

                                                                         ( )
 6.   CITIZENSHIP OR PLACE OF ORGANIZATION 
  
                                          Delaware

 NUMBER OF              7.   SOLE VOTING POWER             -0-
 SHARES 
 BENEFICIALLY           8.   SHARED VOTING POWER
 OWNED BY                                              2,637,219 
 EACH 
 REPORTING              9.   SOLE DISPOSITIVE POWER
 PERSON                                                    -0-
 WITH                  10.   SHARED DISPOSITIVE POWER
                                                       2,637,219
        
 11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
                                                       2,637,219
 
 12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 

      CERTAIN SHARES
                                                                         ( )
 
 13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
      19.5% (based on 13,471,130 shares of Common Stock outstanding on 
      November 13, 1998 and up to 39,950 shares of Common Stock issuable 
      to certain of the Reporting Persons filing this Schedule 13D).

 14.  TYPE OF REPORTING PERSON 
                                             CO



 CUSIP No. 284447 0 10 9              13D  

 1.   NAME OF REPORTING PERSON  
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. 
  
                            Wexford Management LLC 
  
 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
                                                                    (a)  (X) 
                                                                    (b)  ( )

 3.   SEC USE ONLY 

 4.   SOURCE OF FUNDS 
                                             00

 5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e) 
                                                                         ( )
 
 6.   CITIZENSHIP OR PLACE OF ORGANIZATION 
  
                                        Connecticut

 NUMBER OF               7.   SOLE VOTING POWER            -0-
 SHARES 
 BENEFICIALLY            8.   SHARED VOTING POWER
 OWNED BY                                               2,637,219
 EACH 
 REPORTING               9.   SOLE DISPOSITIVE POWER 
 PERSON                                                    -0-
 WITH                   10.   SHARED DISPOSITIVE POWER 
                                                        2,637,219

 11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
                                                        2,637,219

 12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
      CERTAIN SHARES                                                  ( )

 13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
      19.5% (based on 13,471,130 shares of Common Stock outstanding 
      on November 13, 1998 and up to 39,950 shares of Common Stock 
      issuable to certain of the Reporting Persons filing this 
      Schedule 13D).

 14.  TYPE OF REPORTING PERSON 
                                             IA



      CUSIP No. 284447 0 10 9         13D  

 1.   NAME OF REPORTING PERSON  
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. 
  
                             Joseph M. Jacobs   
                                               
 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
                                                                    (a)  (X) 
                                                                    (b)  ( )

 3.   SEC USE ONLY 

 4.   SOURCE OF FUNDS 
                                             00

 5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e) 
                                                                         ( )
 6.   CITIZENSHIP OR PLACE OF ORGANIZATION 
  
                                  United States of America
 
 NUMBER OF                7.   SOLE VOTING POWER            -0-
 SHARES 
 BENEFICIALLY             8.   SHARED VOTING POWER
 OWNED BY                                                2,637,219
 EACH                     
 REPORTING                9.   SOLE DISPOSITIVE POWER       -0-
 PERSON 
 WITH                    10.   SHARED DISPOSITIVE POWER
                                                         2,637,219
           
 11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
                                                         2,637,219

 12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                         ( )

 13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
      19.5% (based on 13,471,130 shares of Common Stock outstanding 
      on November 13, 1998 and up to 39,950 issuable to certain of the 
      Reporting Persons filing this Schedule 13D).

 14.  TYPE OF REPORTING PERSON 
                                             IN 
  

  
 CUSIP No. 284447 0 10 9              13D  

 1.   NAME OF REPORTING PERSON  
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. 
  
                              Charles E. Davidson  
                                               
 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
                                                                    (a)  (X) 
                                                                    (b)  ( )

 3.   SEC USE ONLY 

 4.   SOURCE OF FUNDS 
                                             00

 5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e) 
                                                                         ( )
 
 6.   CITIZENSHIP OR PLACE OF ORGANIZATION 
  
                                  United States of America

 NUMBER OF                   7.   SOLE VOTING POWER           -0-
 SHARES 
 BENEFICIALLY                8.   SHARED VOTING POWER
 OWNED BY                                                   2,637,219
 EACH 
 REPORTING                   9.   SOLE DISPOSITIVE POWER      -0-
 PERSON 
 WITH                       10.   SHARED DISPOSITIVE POWER
                                                            2,637,219
       
 11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
                                                            2,637,219

 12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
      
      CERTAIN SHARES                                                     ( )

 13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
      19.5% (based on 13,471,130 shares of Common Stock outstanding 
      on November 13, 1998 and up to 39,950 shares of Common Stock 
      issuable to certain of the Reporting Persons filing this 
      Schedule 13D).
 
 14.  TYPE OF REPORTING PERSON 
                                             IN 



 Item 1.   Security and Issuer.                
  
      This statement relates to the shares of common stock, par value $.01
 per share (the "Common Stock"), of Elcotel, Inc., a Delaware corporation
 (the "Company").  The Company's principal executive offices are located at
 6428 Parkland Drive, Sarasota, Florida 34243. 
  
 Item 2.   Identity and Background. 
  
      (a)  This statement is being filed by (i) Wexford Partners Fund, L.P.
           (the "Partnership"), (ii) Wexford Capital, L.P. ("WCLP"), (iii)
           Wexford Capital Corp. ("WCC"), (iv) Wexford Management LLC
           ("Wexford"), (v) Joseph M. Jacobs, and (vi) Charles E. Davidson
           (the individuals and entities referred to above, collectively,
           the "Reporting Persons"), with respect to shares of Common Stock
           beneficially owned by the Reporting Persons. 
  
      (b)  The principal business and office address for the Reporting
           Persons is c/o Wexford Management LLC, 411 West Putnam Avenue,
           Greenwich, Connecticut 06830. 
  
      (c)  The Partnership is a Delaware limited partnership and its
           principal business is investments.   
  
           WCLP is a Delaware limited partnership and the general partner of
           the Partnership. 
  
           WCC is a Delaware corporation and the general partner of WCLP. 

           Wexford is a Connecticut limited liability company and is the
           manager of the Partnership.  Wexford also serves as investment
           manager or sub-advisor to the members of the Partnership. 
  
           Joseph M. Jacobs is an officer and controlling shareholder of WCC
           and is the president, managing member and a controlling member of
           Wexford.  Mr. Jacobs also is a controlling person or an investor
           in a number of private companies, including certain members of
           the Partnership. Mr. Jacobs is also a Director of the Company. 
  
           Charles E. Davidson is an officer, the sole director and a
           controlling shareholder of WCC and is the chairman and a
           controlling member of Wexford.  Mr. Davidson also is a
           controlling person or an investor in a number of private
           companies, including certain members of the Partnership and their
           controlling persons. 
            
      (d)  None of the Reporting Persons has during the last five years been
           convicted in a criminal proceeding (excluding traffic violations
           or similar misdemeanors). 
  
      (e)  None of the Reporting Persons was a party to a civil proceeding
           of a judicial or administrative body of competent jurisdiction
           and as a result of such proceeding was or is subject to a
           judgment, decree or final order enjoining future violations of,
           or prohibiting or mandating activities subject to, federal of
           state securities laws or finding any violation with respect to
           such laws. 
  
      (f)  Messrs. Jacobs and Davidson are United States citizens. 
  
 Item 3.   Source and Amount of Funds or Other Consideration. 
  
      On August 13, 1997, the Company, Technology Services Group, Inc.
 ("TSG") and Elcotel Hospitality Service, Inc. ("Merger Subsidiary") entered
 into an Agreement and Plan of Merger (the "TSG Merger Agreement"), pursuant
 to which, on December 18, 1997, Merger Subsidiary merged with and into TSG
 (the "TSG Merger").  As a result of the TSG Merger, the stockholders of TSG
 received 1.05 shares of Common Stock for each share of common stock of TSG
 that they held.  As a result of the TSG Merger, the Partnership, which was
 the holder of shares of TSG common stock at the time of the TSG  Merger,
 received 2,566,500 shares of Common Stock. In addition, options to purchase
 shares of common stock of TSG outstanding immediately prior to the TSG
 Merger were converted into options to purchase that number of shares of
 Common Stock equal to 1.05 times the number of shares of common stock of
 TSG purchasable pursuant to such outstanding options.  As a result of this
 option treatment, Messrs. Jacobs and Davidson and Mark L. Plaumann, an
 employee of Wexford at the time of the TSG Merger, received, collectively, 
 options to purchase up to 39,950 shares of Common Stock, all or a portion
 of which may be attributable to the Partnership pursuant to a management
 agreement between Wexford and the funds that it manages, including the
 Partnership.  The options are all currently exercisable at exercise prices
 per share ranging from $4.5625 to $10.2971.  In addition, in connection
 with the TSG Merger, 30,769 shares of Common Stock were issued to the
 Partnership by the Company for payment of an investment banking fee owed to
 the Partnership by TSG as a result of the provision of services in
 connection with the TSG Merger. 
  
      On December 18, 1997, the Company, the Partnership and Fundamental
 Management Corporation ("Fundamental") entered into a Stockholders'
 Agreement (the "Stockholders' Agreement") to, among other things: (i)
 comply with the conditions set by the TSG Merger Agreement; (ii) restrict
 some forms of transfers of the Common Stock held by the Stockholders; (iii)
 provide certain tag along rights among the parties to the Stockholders'
 Agreement; and (iv) require the Company to file a registration statement
 under the Securities Act of 1933, as amended, with respect to the Common
 Stock owned by the Partnership and Fundamental within 45 days after any
 request by both the Partnership and Fundamental.  
  
 Item 4.   Purpose of Transaction. 
  
      See Item 3 above. 
  
      The Reporting Persons reserve the right to acquire or dispose of the
 Common Stock or to formulate other purposes, plans or proposals regarding
 the Company or the Common Stock held by the Reporting Persons to the extent
 deemed advisable in light of general investment policies, market conditions
 and other factors. 
  
 Item 5.   Interest in Securities of the Issuer. 
  
      The Reporting Persons may be deemed to beneficially own the respective
 percentages and numbers of outstanding shares of Common Stock set forth
 below. Such percentages have been calculated using information contained in
 the Company's most recent quarterly report on Form 10-Q on the basis of
 13,471,130 shares of Common Stock issued and outstanding on November 13, 1998
 and the 39,950 shares of Common Stock issuable to certain of the Reporting
 Persons.   
  
   A.     Wexford Partners Fund, L.P. 
  
      (a)  Aggregate number of shares of Common Stock beneficially owned:
           2,637,219 
           Percentage: 19.5% 
  
      (b)  1.  Sole power to vote or to direct to vote: -0-  
           2.  Shared power to vote or to direct to vote: 2,637,219  
           3.  Sole power to dispose or to direct the 
               disposition: -0-                     
           4.  Shared power to dispose or to direct the  
               disposition: 2,637,219               
  
      (c)  There were no transactions by the Partnership during the past 60
           days. 
  
      (d)  Not applicable. 
  
      (e)  Not applicable. 
  
   B.     Wexford Capital, L.P. 
  
      (a)  Aggregate number of shares of Common Stock beneficially owned:
           2,637,219 
           Percentage: 19.5% 
  
      (b)  1.  Sole power to vote or to direct to vote: -0-  
           2.  Shared power to vote or to direct to vote: 2,637,219  
           3.  Sole power to dispose or to direct the 
               disposition: -0-                     
           4.  Shared power to dispose or to direct the  
               disposition: 2,637,219               
  
      (c)  There were no transactions by WCLP during the past 60 days. 
  
      (d)  Not applicable. 

      (e)  Not applicable. 
  
   C.      Wexford Capital Corp. 
  
      (a)  Aggregate number of shares of Common Stock beneficially owned:
           2,637,219 
           Percentage: 19.5% 
  
      (b)  1.  Sole power to vote or to direct to vote: -0-  
           2.  Shared power to vote or to direct to vote: 2,637,219  
           3.  Sole power to dispose or to direct the 
               disposition: -0-                     
           4.  Shared power to dispose or to direct the  
               disposition: 2,637,219               
  
      (c)  There were no transactions by WCC during the past 60 days. 
  
      (d)  Not applicable. 
  
      (e)  Not applicable. 
  
    D.     Wexford Management, LLC 
  
      (a)  Aggregate number of shares of Common Stock beneficially owned:
           2,637,219 
           Percentage: 19.5% 
  
      (b)  1.  Sole power to vote or to direct to vote: -0-  
           2.  Shared power to vote or to direct to vote: 2,637,219  
           3.  Sole power to dispose or to direct the 
               disposition: -0-                     
           4.  Shared power to dispose or to direct the  
               disposition: 2,637,219                    
  
      (c)  There were no transactions by Wexford during the past 60 days. 
  
      (d)  Not applicable. 
  
      (e)  Not applicable. 
  
   E.     Joseph M. Jacobs 
  
      (a)  Aggregate number of shares of Common Stock beneficially owned:
           2,637,219 
           Percentage: 19.5% 
  
      (b)  1.  Sole power to vote or to direct to vote: 2,637,219 
           2.  Shared power to vote or to direct to vote: 
           3.  Sole power to dispose or to direct the  
               disposition: 2,637,219 
           4.  Shared power to dispose or to direct the  
               disposition: -0- 
  
      (c)  There were no transactions by Mr. Jacobs during the past 60 days. 
  
      (d)  Not applicable. 
  
      (e)  Not applicable. 
  
   F.     Charles E. Davidson 
  
      (a)  Aggregate number of shares of Common Stock beneficially owned:
           2,637,219 

           Percentage: 19.5% 
  
      (b)  1.  Sole power to vote or to direct to vote: 2,637,219 
           2.  Shared power to vote or to direct to vote: -0- 
           3.  Sole power to dispose or to direct the  
               disposition: 2,637,219 
           4.  Shared power to dispose or to direct the  
               disposition: -0- 
  
      (c)  There were no transactions by Mr. Davidson during the past 60
           days. 
  
      (d)  Not applicable. 
  
      (e)  Not applicable. 
  
      Wexford, by reason of its status as manager of the Partnership, may be
 deemed to own beneficially the Common Stock of which the Partnership
 possesses beneficial ownership. 
  
   Each of WCLP and WCC, by reason of their status as controlling persons
 of the Partnership, may be deemed to own beneficially the Common Stock of
 which the Partnership possesses beneficial ownership. 
  
      Each of Charles E. Davidson and Joseph M. Jacobs, by reason of his
 status as a controlling person of the Partnership, WCLP and WCC, may be
 deemed to own beneficially the Common Stock of which those entities possess
 beneficial ownership. 
  
      Each of Charles E. Davidson, Joseph M. Jacobs and Wexford shares the
 power to vote and to dispose of the shares of Common Stock the Partnership
 beneficially owns. 
  
 Item 6.   Contracts, Arrangements, Understandings or Relationships With
           Respect to Securities of the Issuer. 
  
      See Items 2, 3, 4, and 5 above.   
  
      Except as described above, there are no contracts, arrangements,
 understandings or relationships (legal or otherwise) among the persons
 named in Item 2 or between such persons and any other person with respect
 to any securities of the Company, including but not limited to, transfer or
 voting of any such securities, finder's fees, joint ventures, loan or
 option arrangements, puts or calls, guarantees of profits, division of
 profits or loss, or the giving or withholding of proxies. 
  
 Item 7.   Material to be Filed as Exhibits. 
  
           Exhibit I   --      Stockholders' Agreement by and between 
                               Elcotel, Inc., Wexford Partners Fund, L.P.
                               and Fundamental Management Corporation dated
                               as of December 18, 1997. 

  

                                 SIGNATURE 
  
      After reasonable inquiry and to the best of our knowledge and belief,
 we certify that the information set forth in this statement is true,
 complete and correct. 
      
  
   Date: December 11, 1998 
       
                                               
                               Wexford Partners Fund, L.P. 
  
       
                               By: /s/ Arthur H. Amron     
                                  ------------------------- 
                               Name:  Arthur H. Amron 
                               Title: Vice President 
  
  
                               Wexford Capital, L.P. 
  
  
                               By: /s/ Arthur H. Amron     
                                  -------------------------
                               Name:  Arthur H. Amron 
                               Title: Vice President 
  
                                
                               Wexford Capital Corp. 
  
           
                               By: /s/ Arthur H. Amron          
                                  -------------------------
                               Name:  Arthur H. Amron
                               Title: Vice President 
  
  
                               Wexford Management LLC 
  
  
                               By: /s/ Arthur H. Amron   
                                  -------------------------  
                               Name:  Arthur H. Amron 
                               Title: Senior Vice President 
  
  
                               Joseph M. Jacobs 
  
  
                               By: /s/ Joseph M. Jacobs   
                                  ------------------------
          
          
                               Charles E. Davidson 
  
  
                               By: /s/ Charles E. Davidson  
                                  ------------------------






                                                                  EXHIBIT I 
  
  
                          STOCKHOLDERS' AGREEMENT 
  
  
           This STOCKHOLDERS' AGREEMENT, dated as of December 18, 1997 is
 among ELCOTEL, INC., a Delaware corporation (the "Company"); WEXFORD
 PARTNERS FUND, L.P., a Delaware limited partnership ("Wexford"); and
 FUNDAMENTAL MANAGEMENT CORPORATION, a Florida corporation ("Fundamental",
 together with Wexford, the "Stockholders"). 
  
                                WITNESSETH: 
  
           WHEREAS, pursuant to that certain Agreement and Plan of Merger
 dated as of August 13, 1997, as amended (the "Merger Agreement"), among the
 Company, Technology Services Group, Inc. ("TSG") and Elcotel Hospitality
 Service, Inc. ("Merger Subsidiary") pursuant to which Merger Subsidiary is
 merging (the "Merger") with and into TSG, and as a result of which the
 stockholders of TSG will receive shares (the "Merger Shares") of the
 Company's common stock, par value $.0l per share (the "Common Stock"); 
  
           WHEREAS, Fundamental is the owner of approximately 17.5 percent
 of the outstanding Common Stock of the Company immediately prior to the
 Merger; 
  
           WHEREAS, as a result of the consummation of the Merger, Wexford
 is receiving approximately 2,566,500 shares of Common Stock; 
  
           WHEREAS, the execution and delivery of this Agreement by the
 parties hereto is a condition to the transactions contemplated by the
 Merger Agreement and is an inducement therefor; 
  
           WHEREAS, the Stockholders' desire to enter into certain
 arrangements with respect to the disposition of their shares of Common
 Stock and to define certain rights, duties and obligations of such parties. 
  
           NOW THEREFORE, in consideration of the mutual covenants and
 obligations hereinafter set forth, the parties hereto, intending to be
 legally bound hereby, agree as follows: 
  
           1.  Transfers Restricted.  (a)  Neither Stockholder shall sell,
 assign, transfer, mortgage, pledge, hypothecate or in any way dispose of or
 encumber any legal or beneficial interest (collectively, "Transfer" or a
 "Transfer") in any or all of the Capital Stock now or hereafter owned by
 such Stockholder, whether for consideration or otherwise, except in
 accordance with the provisions of this Agreement.  For purposes of this
 Agreement, "Capital Stock" shall mean any and all Common Stock of the
 Company, any and all securities of the Company issued as a dividend on or
 in exchange for such Common Stock and any and all warrants, options,
 convertible securities or other rights to purchase or acquire any of the
 foregoing.
  
           (b)  Any purported Transfer of Capital Stock by a Stockholder
 which is not permitted by the provisions of this Agreement, or which is in
 violation of such provisions shall be void and of no force or effect
 whatsoever.  The Company or its transfer agent shall not recognize or give
 effect to any such proposed Transfer and shall be entitled to issue, or to
 cause to be issued, stop transfer instructions with respect to any proposed
 Transfer that violates the provisions of this Agreement.
  
           2.  Prohibitions on Transfers.   (a)   Each of the Stockholders
 agrees that it will not Transfer any of the Capital Stock owned by it
 during the six month period beginning on the effective date of the Merger;
 except that Fundamental may sell Capital Stock not to exceed 75,000 shares
 and Wexford may sell Capital Stock not to exceed 125,000 shares (1) during
 the three month period beginning on the day after the effective date of the
 Merger and (ii) during the three month period beginning on the three month
 anniversary of the effective date of the Merger.
  
           (b)  After such six month anniversary of the effective date of
 the Merger, the Stockholders may Transfer shares of Capital Stock owned by
 them in accordance with applicable law; provided that the Stockholder
 Transferring such shares complies with the provisions of Section 3 or
 Section 4.
  
           3.  Tag Along Rights.  If any Stockholder proposes to sell any
 shares of Capital Stock otherwise permitted to be sold pursuant to the
 terms of this Agreement, but excluding (i) sales to a Related Transferee of
 such Stockholder or to A.T.T. IV, N.V. in accordance with Section 4 or (ii)
 any sale in which all of the Stockholders agree and are permitted to
 participate, then such Stockholder shall offer (the "Participation Offer")
 to include in the proposed sale a number of shares of Capital Stock
 designated by any of the other Stockholders, not to exceed, in respect of
 any such other Stockholder, the number of shares equal to the product of
 (A) the aggregate number of shares of Capital Stock to be sold by such
 Stockholder to the proposed transferee(s) and (B) a fraction the numerator
 of which is equal to the number of shares of Capital Stock owned by such
 other Stockholder and the denominator of which is equal to the number of
 shares of Capital Stock held by all Stockholders; provided that if the
 consideration to be received by such Stockholder includes any securities
 subject to Section 5 of the Securities Act of 1933 (or any successor
 statute) (the "Securities Act"), only Stockholders who are permitted by the
 Securities Act to purchase such securities shall be entitled to include
 their shares of Capital Stock in such sale.  The Stockholder making the
 Participation Offer (the "Offering Stockholder") shall give written notice
 to each other Stockholder of the Participation Offer (the "Tag-Along
 Notice") at least 15 days prior to the proposed sale.  The Tag-Along Notice
 shall specify the proposed transferee(s), the number of shares of Capital
 Stock to be sold to such transferee(s), the amount and type of
 consideration to be received therefor, and the place and date on which the
 sale is to be consummated.  Each other Stockholder who wishes to include
 shares of Capital Stock in the proposed sale in accordance with the terms
 of this Section 3 shall so notify the Offering Stockholder not more than 10
 days after the date of the Tag-Along Notice.  The Participation Offer shall
 be conditioned upon consummation of the sale of shares of Capital Stock
 pursuant to the transactions contemplated in the Tag-Along Notice.  If any
 Stockholder shall have accepted the Participation Offer, the Offering
 Stockholder shall reduce to the extent necessary the amount of Capital
 Stock it otherwise would have sold in the proposed sale so as to permit the
 other Stockholders who have accepted the Participation Offer to sell the
 number of shares that they are entitled to sell under this Section 3, and
 the Offering Stockholder and such other Stockholders shall sell the number
 of shares specified in the Participation Offer in accordance with the terms
 of such sale set forth in the Tag-Along Notice.
  
           4.  Exempt Transfers.  Notwithstanding anything in this Agreement
 to the contrary, (a) Wexford may sell to A.T.T. IV, N.V. up to 150,000
 shares (subject to adjustment) of Capital Stock pursuant to the Amended and
 Restated Option Agreement of even date herewith, and (b) each Stockholder
 that is not a natural person may sell any or all of its Capital Stock to
 any entity or person affiliated with, controlled by, or under common
 control with such Stockholder, in each case without the consent of the
 other Stockholder or the Company and without being required to first offer
 such Capital Stock to any Stockholder or the Company.  Any such transferee
 of a Stockholder (other than A.T.T. IV, N.V. under clause (a) hereof) is
 referred to herein as a "Related Transferee." If any Stockholder transfers
 any of the Capital Stock held by it to a Related Transferee (or if any
 Related Transferee subsequently transfers or re-transfers any of such
 Capital Stock to another Related Transferee of such Stockholder), such
 Related Transferee shall receive and hold the Capital Stock so transferred
 subject to the provisions of this Agreement, including, without limitations
 the obligations hereunder of the Stockholder who originally transferred
 such Capital Stock, as though such Capital Stock were still owned by such
 holder and the Related Transferee shall be deemed a Stockholder for
 purposes of this Agreement.  It shall be a condition precedent to any
 Transfer permitted by this Section 4 that the Related Transferee shall
 execute and deliver to each party hereto an agreement acknowledging that
 all Capital Stock transferred or to be transferred to such Related
 Transferee is and shall be subject to this Agreement and no Transfer by any
 Stockholder (or by any of such holder's Related Transferees) under Section
 4 shall release such Stockholder from any of such holder's obligations or
 liabilities hereunder that occurred prior to the date of such transfer.
  
           5.  Stockholder Breaches of Sections 2 or 3.  If either
 Stockholder breaches its obligations with respect to the Transfer of shares
 of Capital Stock or giving notice with respect thereto under the provisions
 of Section 2 or Section 3 of this Agreement, the non-breaching Stockholder
 shall have the right for a period of 1 year after such Stockholder becomes
 aware of any such breach to require the breaching Stockholder to purchase
 for cash from the non-breaching Stockholder all or a portion of that number
 of its shares of Capital Stock equal to the number of shares of Capital
 Stock which were Transferred by the breaching Stockholder in violation of
 such Section 2 or 3 at a price per share of Capital Stock equal to (i) the
 price per share the breaching Stockholder received as consideration for the
 shares of Capital Stock Transferred by the breaching Stockholder in
 violation of such Section 2 or 3 plus (ii) interest at an annual rate of
 15% compounded quarterly on the amount payable pursuant to the foregoing
 clause (i) from the date of the breach until final payment is received by
 the non-breaching Stockholder.
  
           6.  Representations and Warranties.
  
           (a)  Each of the Stockholders (as to such Stockholder only)
 represents and warrants to the Company and the other Stockholders that:
  
                (i)  such Stockholder has full power and authority to
      execute, deliver, and perform this Agreement and to consummate the
      transactions contemplated hereby, and the execution, delivery, and
      performance by it of this Agreement and the consummation by it of the
      transactions contemplated hereby have been duly authorized by all
      necessary action;
  
                (ii)  this Agreement has been duly and validly executed and
      delivered by such Stockholder and constitutes the binding obligation
      of such Stockholder enforceable against such Stockholder in accordance
      with its terms; and

                (iii)  the execution, delivery, and performance by such
      Stockholder of this Agreement and the consummation by such Stockholder
      of the  transactions contemplated hereby will not, with or without the
      giving of notice or the lapse of time, or both, (A) violate any
      provision of law, statute, rule, or regulation to which it is subject,
      (B) violate any order, judgment, or decree applicable to it, or (C)
      conflict with, or result in a breach or default under, any term or
      condition of its certificate of incorporation or by-laws, certificate
      of limited partnership or partnership agreement, as applicable, or any
      agreement or other instrument to which such Stockholder is a party or
      by which such Stockholder is bound, other than any such violation,
      conflict or breach the occurrence of which would not have a material
      adverse effect on the ability of such Stockholder to perform this
      Agreement.
  
           (b)  The Company hereby represents and warrants to each
 Stockholder that:
  
                (i)  it is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware, it has
      full corporate power and authority under its certificate of
      incorporation to execute, deliver, and perform this Agreement and to
      consummate the transactions contemplated hereby, and the execution,
      delivery, and performance by it of this Agreement and the consummation
      of the transactions contemplated hereby have been duly authorized by
      all necessary corporate action;
  
                (ii)  this Agreement has been duly and validly executed and
      delivered by the Company and constitutes the binding obligation
      thereof enforceable against the Company in accordance with its terms;
      and
  
                (iii)  the execution, delivery, and performance by the
      Company of this Agreement and the consummation by the Company of the
      transactions contemplated hereby will not, with or without the giving
      of notice or the lapse of time, or both, (A) violate any provision of
      law, statute, rule, or regulation to which the Company is subject, (B)
      violate any order, judgment, or decree applicable to the Company, or
      (C) conflict with, or result in a breach or default under, any term or
      condition of its certificate of incorporation or by-laws or any
      agreement or other instrument to which the Company is a party or by
      which it is bound, other than any such violation, conflict or breach
      the occurrence of which would not have a material adverse effect on
      the ability of the Company to perform this Agreement.

           7.  Term.  This Agreement shall terminate as follows:
  
           (a)  Upon the unanimous agreement of all Stockholders and the
 Company.
  
           (b)  Upon the happening of any of the following events:
  
                (i)  A trustee or receiver is appointed for the Company or
      for the major part of its property and is not discharged within 30
      days after such appointment;
  
                (ii)  Bankruptcy, reorganization, arrangement or  insolvency
      proceedings, or other proceedings for relief under any bankruptcy or
      similar law or laws for the relief of debtors, are instituted against
      the Company, are consented to by the Company or are not dismissed
      within 60 days after such institution;
  
                (iii)  The Company shall be merged with or into another
      company and the stockholders of the Company immediately prior to such
      merger do not own after such merger substantially all of the capital
      stock of the Company or the surviving entity of such merger in
      substantially the same proportions or whose shares of capital stock
      shall not be listed on a national securities exchange or quoted on the
      National Association of Securities Dealers, Inc.  Automated Quotation
      System (the "NASDAQ System"); or
  
                (iv)  At such time as a Stockholder and its Related
      Transferees collectively own less than 5% of the outstanding Common
      Stock of the Company (in which event this Agreement shall continue to
      be binding upon the Company and the other Stockholders until such time
      as termination hereof otherwise occurs), provided that such
      Stockholder and Related Transferees' registration rights pursuant to
      Section 9 hereof shall only terminate upon the Stockholder and Related
      Transferees owning no outstanding Common Stock of the Company.
  
           (c)  In any event, not later than five (5) years from the  date of
 this Agreement.
  
           8.  Voting of Capital Stock.  During the period ending
 immediately after the second annual meeting of stockholders of the Company
 which occurs after the meeting at which the Merger was approved, each of
 the Stockholders agrees that it will vote (or cause to be voted) its shares
 of Capital Stock in favor of any nominees for director nominated by the
 incumbent Board of Directors of the Company.
  
           9.  Registration Rights.  Stockholders and their Related
 Transferees and Acor S.A. shall have the registration rights set forth in
 Exhibit A hereto.  The parties hereto acknowledge and agree that Acor S.A.
 is a third party beneficiary of such registration rights and shall have
 full power and authority to enforce such rights as if it had been a party
 executing this Agreement.
  
           10.  Specific Performance.  The Stockholders and the Company
 recognize that the obligations imposed on them in this Agreement are
 special, unique, and of extraordinary character, and that in the event of
 breach by any party, damages may be an insufficient remedy.  Consequently,
 it is agreed that the Stockholders and the Company may have specific
 performance and injunctive relief (in addition to damages) as a remedy for
 the enforcement hereof, without proving damages.
  
           11.  Notices.  Any and all notices, designations, consents,
 offers, acceptances, or other communications provided for herein (each a
 "Notice") shall be given in writing by overnight courier, telegram, or
 telecopy (with receipt confirmed) which shall be addressed, or sent, to the
 respective addresses as follows (or such other address or telecopier number
 as the Company or any Stockholder may specify to the Company and all other
 Stockholders by notice):
  
                To the Company, at 
  
                Elcotel, Inc. 
                6428 Parkland Drive 
                Sarasota, Florida 34243 
                Attention:  President 
                Telecopier:  (941) 751-4716 
  
                With a copy to 
  
                Larry P. Laubach, Esquire 
                Schnader, Harrison, Segal & Lewis LLP 
                1600 Market Street, Suite 3600 
                Philadelphia, PA 19103 
                Telecopier:  (215) 972-7378 
  
                If to Wexford, at 
  
                Wexford Partners Fund, L.P. 
                411 W. Putnam Avenue, Suite 125 
                Greenwich, CT 06830 
                Attention:  Mark Plaumann 
                Telecopier:  (203) 862-7313 
  
                If to Fundamental, at 
  
                Fundamental Management Corporation 
                4000 Hollywood Boulevard, Suite 610N 
                Hollywood, Florida 33021 
                Attention:  C. Shelton James 
                Telecopier:  (954) 961-5153 
  
 All notices shall be deemed effective and received (a) if given by
 telecopy, when such telecopy is transmitted to the telecopy number
 specified above and receipt thereof is confirmed;  (b) if given by
 overnight courier, on the business day immediately following the day on
 which such notice is delivered to a reputable overnight courier service; or
 (c) if given by telegram, when such notice is delivered at the address
 specified above.  No Stockholder shall be entitled to receive a notice
 hereunder (or a copy of a notice delivered to the Company) if, at the time
 such notice is to be sent, such Stockholder (including its Affiliates and
 the employees of such Stockholder and its Affiliates) no longer owns any
 shares of Common Stock. 
  
           12.  Modification, Amendment and Waiver. No modification,
 amendment or waiver of any provision of this Agreement shall be effective
 unless approved in writing by each of the parties hereto.  The failure of
 any party at any time to enforce any of the provisions of this Agreement
 shall in no way be construed as a waiver of such provisions and shall not
 affect the rights of the party thereafter to enforce the provisions of this
 Agreement in accordance with its terms.
  
           13.  Arbitration.  Any and all disputes arising out of, under, in
 connection with, or relating to this Agreement (including, without
 limitation, valuation disputes) shall be finally settled by arbitration in
 the City of New York, or in such other place as the parties hereto agree,
 in accordance with the rules then in effect of the American Arbitration
 Association.  The board of arbitrators shall be composed of three
 arbitrators, each being qualified to make evaluations of the kind under
 dispute.  Each of the parties to such arbitration shall appoint one
 arbitrator and the two arbitrators so appointed shall appoint the third
 arbitrator within thirty days after their appointment.  If either party
 fails to appoint its arbitrator within fifteen days after written request
 by the other party, the other party may request the President of the
 American Arbitration Association to make such appointment within fifteen
 days after such request to the President.  The arbitration award shall be
 final and binding on the parties and may include costs, including
 attorneys' fees.  Any arbitration award may be enforced in any court having
 jurisdiction over the party against which enforcement is sought.
  
           14.  Entire Agreement.  This document embodies the entire
 agreement and understanding between and among the parties hereto with
 respect to the subject matter hereof, and supersedes and preempts any prior
 understandings, agreements, or representations by or among the parties,
 written or oral, that may have related to the subject matter hereof.
  
           15.  Successors and Assigns.  This Agreement will bind and inure
 to the benefit of and be enforceable by the parties and their respective
 permitted successors and assigns.  This Agreement may not be assigned by
 any party hereto without the prior written consent of all parties hereto.
  
           16.  Counterparts.  This Agreement may be executed in separate
 counterparts, each of which will be an original and all of which taken
 together will constitute one and the same agreement.
  
           17.  Applicable Law.  All questions concerning this Agreement
 will be governed by and interpreted in accordance with the laws of the
 State of Delaware, without regard to the conflict of laws principles
 thereof.

             IN WITNESS WHEREOF, the undersigned have executed this
 Agreement as of the date first written above. 
  
  
 ELCOTEL, INC.                          WEXFORD PARTNERS FUND L.P. 
                                        By: Wexford Management LLC 
                                            Its Investment Manager 
  
  
  
 By: /s/ Tracey Gray                    By: /s/ H.E. Sullivan III    
    ------------------                      -------------------------
 Name:  Tracey L. Gray                  Name:  Howard E. Sullivan III 
 Title: President                       Title: Vice President 
  
  
 FUNDAMENTAL MANAGEMENT CORPORATION 
  
    
 By: /s/ C. Shelton James  
    ----------------------   
 Name:  C. Shelton James 
 Title: President



                                    EXHIBIT A
  
                               REGISTRATION RIGHTS
    
           1.  Definitions.  Except as otherwise set forth below, terms
 defined in the Stockholders Agreement of which this Exhibit is a part are
 used herein as therein defined.
  
           "Exchange Act" means the Securities Exchange Act of 1934, as
 amended. 
  
           "Holder" means any Stockholder, Related Transferee or Acor, S.A.
 who holds Registrable Securities. 
  
           "Indemnified Party" has the meaning set forth in Section 5(c)
 below. 
  
           "Indemnifying Party" has the meaning set forth in Section 5(c)
 below. 
  
           "Person" (or "Persons" as the context may require) means an
 individual, a corporation, a partnership, a limited liability partnership,
 a limited liability company, a firm, a joint venture, an association, a
 trust, or an unincorporated organization. 
  
           "Registrable Securities" means the Common Stock issued to Wexford
 pursuant to the Merger, any other Common Stock beneficially owned by
 Wexford, any Common Stock beneficially owned by Fundamental, any Common
 Stock beneficially owned by Acor, S.A. and any other securities issuable
 with respect to such Common Stock by way of a stock dividend or stock split
 or in connection with a combination of shares, recapitalization, merger,
 consolidation or reorganization; provided that 
  
           (1)  any Registrable Security will cease to be a
           Registrable Security when (a) a registration statement
           covering such Registrable Security has been declared
           effective by the SEC and it has been disposed of
           pursuant to such effective registration statement or
           (b) it is sold under circumstances in which all of the
           applicable conditions of Rule 144 (or any similar
           provisions then in force) under the Securities Act are
           met; and 
  
           (2)  Registrable Securities shall only include such
           Registrable Securities which any Holder could not
           otherwise sell pursuant to Rule 144 under the
           Securities Act without restriction as a result of
           volume limitations, whether under subsection (k) of
           Rule 144 or otherwise. 
  
           "Registration Expenses" has the meaning set forth in
           Section 4 below. 
  
           "SEC" means the United States Securities and Exchange
           Commission. 
  
           2.  Registration.  The Company shall file with the SEC within
 forty-five (45) days after the effective date of the Merger, a "shelf"
 registration statement on Form S-3 or other appropriate available Form,
 covering the Registrable Securities owned by the Holders and shall use its
 reasonable best efforts to cause the same to be declared effective by the
 SEC as promptly as practicable after such filing.
  
           3.  Registration Procedures.  The Company will:
  
                (a)  before filing the registration statement or prospectus
 or any amendments or supplements thereto, furnish to all Holders and to one
 counsel selected by the Holders, copies of all such documents proposed to
 be filed, which document will be subject to the review of and comment by
 such counsel; 
  
                (b)  prepare and promptly file with the SEC such amendments
 and supplements to such registration statement and the prospectus used in
 connection therewith as may be necessary to keep such registration
 statement effective for a period (except as provided in the last paragraph
 of this Section 3) of not less than 360 consecutive days or, if shorter,
 the period terminating when all Registrable Securities covered by such
 registration statement have been sold (but not before the expiration of the
 applicable period referred to in Section 4(3) of the Securities Act and
 Rule 174 thereunder, if applicable); 
  
                (c)  furnish to each Holder such number of copies of such
 registration statement, each amendment and supplement thereto (in each case
 including all exhibits thereto) and the prospectus included in such
 registration statement as such Holder may reasonably request in order to
 facilitate the disposition of the Registrable Securities owned by such
 Holder; 
  
                (d)  notify the Holders promptly, (i) when the registration
 statement or any post-effective amendment has become effective under the
 Securities Act and applicable state law, (ii) of any request by the SEC or
 any other Federal or state governmental authority for amendments or
 supplements to the registration statement or related prospectus or for
 additional information, (iii) of the issuance by the SEC of any stop order
 suspending the effectiveness of the registration statement or the
 initiation of any proceedings for that purpose, (iv) of the receipt by the
 Company of any notification with respect to the suspension of the
 qualification or exemption from qualification of any of the Registrable
 Securities for sale in any jurisdiction or the initiation or threatening of
 any proceeding for such purpose, and (v) of the happening of any event
 which makes any statement made in such registration statement or related
 prospectus or any document incorporated or deemed to be incorporated
 therein by reference untrue in any material respect or that requires the
 making of any changes in such registration statement, prospectus or
 documents so that, in the case of the registration statement, it will not
 contain any untrue statements of a material fact or omit to state any
 material fact required to be stated therein or necessary to make the
 statements therein not misleading, and that in the case of the prospectus,
 it will not contain any untrue statement of a material fact or omit to
 state any material fact required to be stated therein or necessary to make
 the statements therein, in light of the circumstances under which they were
 made, not misleading; 
  
                (e)  use its reasonable best efforts to obtain the
 withdrawal of any order suspending the effectiveness of a registration
 statement, or the lifting of any suspension of the qualification (or
 exemption from qualification) of any of the Registrable Securities for sale
 in any jurisdiction; 
  
                (f)  use its reasonable best efforts to register or qualify
 such Registrable Securities as promptly as practicable under such other
 securities or blue sky laws of such jurisdictions as any Holder reasonably
 (in light of the intended plan of distribution) requests and do any and all
 other acts and things which may be reasonably necessary or advisable to
 enable such Holder to consummate the disposition in such jurisdictions of
 the Registrable Securities owned by such Holder; provided, that the Company
 will not be required to (i) qualify generally to do business in any
 jurisdiction where it would not otherwise be required to qualify but for
 this paragraph (f), (ii) subject itself to taxation in any such
 jurisdiction or (iii) consent to general service of process in any such
 jurisdiction; 
  
                (g)  use its reasonable best efforts to cause all such
 Registrable Securities to be listed on each securities exchange on which
 similar securities issued by the Company are then listed or quoted on any
 inter-dealer quotation system on which similar securities issued by the
 Company are then quoted; 
  
                (h)  if any event contemplated by Section 3(d)(v) above
 shall occur, as promptly as practicable prepare a supplement or amendment
 or post-effective amendment to such registration statement or the related
 prospectus or any document incorporated therein by reference or promptly
 file any other required document so that, as thereafter delivered to the
 purchasers of the Registrable Securities, the prospectus will not contain
 an untrue statement of a material fact or omit to state any material fact
 required to be stated therein or necessary to make the statements therein
 not misleading. 
  
             The Company may require each Holder to promptly furnish in
 writing to the Company such information regarding the distribution of the
 Registrable Securities as it may from time to time reasonably request and
 such other information as may be legally required in connection with such
 registration.  Notwithstanding anything herein to the contrary, the Company
 shall have the right to exclude from any offering the Registrable
 Securities of any Holder who does not comply with the provisions of the
 immediately preceding sentence. 
  
             Each Holder agrees that, upon receipt of any notice from the
 Company of the happening of any event of the kind described in Section
 3(d)(v) hereof, such Holder shall forthwith discontinue disposition of
 Registrable Securities pursuant to the registration statement covering such
 Registrable Securities until such Holder's receipt of the copies of the
 supplemented or amended prospectus contemplated by Section 3(d)(v) hereof,
 and, if so directed by the Company, such Holder shall deliver to the
 Company all copies, other than permanent file copies,  then in such
 Holder's possession, of the most recent prospectus covering such
 Registrable Securities at the time of receipt of such notice.  In the event
 the Company shall give such notice, the Company shall extend the period
 during which such registration statement shall be maintained effective
 (including the period referred to in Section 3(b) hereof) by the number of
 days during the period from and including the date of the giving of notice
 pursuant to Section 3(d)(v) hereof to the date when the Company shall make
 available to the Holders of Registrable Securities covered by such
 registration statement a prospectus supplemented or amended to conform with
 the requirements of Section 3(d)(v) hereof. 
  
           4.  Registration Expenses.  In connection with any registration
 statement required to be filed hereunder, the Company shall pay the
 following registration expenses (the "Registration Expenses'): (i) all
 registration and filing fees, (ii) fees and expenses of compliance with
 securities or blue sky laws, (iii) word processing, duplicating and
 printing expenses, (iv) internal expenses (including, without limitation,
 all salaries and expenses of its officers and employees performing legal or
 accounting duties), (v) transfer agents', trustees', depositories',
 registrars' and fiscal agents' fees, (vi) the fees and expenses incurred in
 connection with the listing of the Registrable Securities on the Nasdaq
 National Market or any other trading medium or exchange on which the Common
 Stock is then listed or traded, (vii) all fees and disbursements of counsel
 for the Company and fees and expenses for independent certified public
 accountants retained by the Company, and (viii) the fees and expenses of
 any special experts retained by the Company in connection with such
 registration.
  
           5.  Indemnification;  Contribution.  (a)  Indemnification by the
 Company.  The Company agrees to indemnify and hold harmless each Holder,
 each Person, if any, who controls such Holder within the meaning of Section
 15 of the Securities Act or Section 20 of the Exchange Act, and the
 officers, directors, agents, general and limited partners, and employees of
 each Holder and each such controlling person from and against any and all
 losses, claims, damages, liabilities, and reasonable expenses (including
 reasonable costs of investigation) directly or indirectly arising out of or
 based upon any untrue statement or alleged untrue statement of a material
 fact contained in any registration statement or prospectus relating to the
 Registrable Securities or in any amendment or supplement thereto or in any
 preliminary prospectus, or arising out of or based upon any omission or
 alleged omission to state therein a material fact required to be stated
 therein or necessary to make the statements therein not misleading, except
 insofar as such losses, claims, damages, liabilities or reasonable expenses
 arise out of, or are based upon, any such untrue statement or omission or
 allegation thereof based upon information furnished to the Company by such
 Holder or on such Holder's behalf expressly for use therein; and the
 Company will reimburse such Indemnified Party for any legal or other
 expenses reasonably incurred by them in connection with enforcing their
 rights hereunder, provided, however, that with respect to  any untrue
 statement or omission or alleged untrue statement or omission made in any
 preliminary prospectus, the indemnity agreement contained in this paragraph
 shall not apply to the extent that any such loss, claim, damage, liability
 or expense results from the fact that a current copy of the prospectus was
 not sent or given to the Persons asserting any such loss, claim, damage,
 liability or expense at or prior to the written confirmation of the sale of
 the Registrable Securities concerned to such Person if it is determined
 that (i)(A) it was the responsibility of such Holder to provide such person
 with a current copy of the prospectus, (B) such Holder was provided with a
 current copy of the prospectus prior to the written confirmation of sale
 and (C)  such current copy of the prospectus would have cured the defect
 giving rise to such loss, claim, damage, liability or expense or (ii) the
 Holder provided a prospectus to any Person in violation of the last
 paragraph of Section 3 hereof.
  
                (b)  Indemnification by Holder of Registrable Securities. 
 Each Holder agrees to indemnify and hold harmless the Company, and each
 Person, if any, who controls the Company within the meaning of either
 Section 15 of the Securities Act or Section 20 of the Exchange Act and the
 officers, directors, agents and employees of the Company and each such
 controlling Person to the same extent as the foregoing indemnity from the
 Company to such Holder, but only with respect to written information
 furnished by such Holder or on such Holder's behalf for use in any
 registration statement or prospectus relating to the Registrable
 Securities.  The liability of any Holder under this Section 5(b) shall be
 limited to the net amount of proceeds received by such Holder pursuant to
 the sale of Registrable Securities covered by such registration statement
 or prospectus. 
  
                (c)  Conduct of Indemnification Proceedings.  If any action
 or proceeding (including any governmental investigation) shall be brought
 or asserted against any Person entitled to indemnification under Section
 5(a) or 5(b) above (an "Indemnified Party") in respect of which indemnity
 may be sought from any party who has agreed to provide such indemnification
 under Section 5(a) or 5(b) above (an "Indemnifying Party"), the Indemnified
 Party shall give prompt notice to the Indemnifying Party, provided that the
 failure of any Indemnified Party to give notice as provided herein shall
 not relieve the Indemnifying Party of its obligations under this Section 5,
 except to the extent that such Indemnifying Party is materially prejudiced
 by such failure to give notice.  The Indemnifying Party shall assume the
 defense thereof, including the employment of counsel reasonably
 satisfactory to such Indemnified Party, and shall assume the payment of all
 reasonable expenses of such defense.  Such Indemnified Party shall have the
 right to employ separate counsel in any such action or proceeding and to
 participate in the defense thereof, but the fees and expenses of such
 counsel shall be at the expense of such Indemnified Party unless (i) the
 Indemnifying Party has agreed to pay such fees and expenses or (ii) the 
 Indemnifying Parry fails promptly to assume the defense of such action or
 proceeding or fails to employ counsel reasonably satisfactory to such
 Indemnified Party or (iii) the named parties to any such action or
 proceeding (including any impleaded parties) include both such Indemnified
 Party and Indemnifying Party (or an affiliate of the Indemnifying Party),
 and such Indemnified Party shall have been advised by counsel that there is
 a conflict of interest on the part of counsel employed by the Indemnifying
 Party to represent such Indemnified Party (in which case, if such
 Indemnified Party notifies the Indemnifying Party in writing that it elects
 to employ separate counsel at the expense of the Indemnifying Party, the
 Indemnifying Party shall not have the right to assume the defense of such
 action or proceeding on behalf of such Indemnified Party).  Notwithstanding
 the foregoing, the Indemnifying Party shall not, in connection with any one
 such action or proceeding or separate but substantially similar related
 actions or proceedings in the same jurisdiction arising out of the same
 general allegations or circumstances, be liable at any time for the fees
 and expenses of more than one separate firm of attorneys (together in each
 case with appropriate local counsel).  The Indemnifying Party shall not be
 liable for any settlement of any such action or proceeding effected without
 its written consent (which consent will not be unreasonably withheld), but
 if settled with its written consent, or if there be a final judgment for
 the plaintiff in any such action or proceeding, the Indemnifying Party
 shall indemnify and hold harmless such Indemnified Party from and against
 any loss or liability (to the extent stated above) by reason of such
 settlement or judgment.  The Indemnifying Party shall not consent to entry
 of any judgment or enter into any settlement that does not include as an
 unconditional term thereof the giving by the claimant or plaintiff to such
 Indemnified Party of a release, in form and substance satisfactory to the
 Indemnified Party, from all liability in respect of such action or
 proceeding for which such Indemnified Party would be entitled to
 indemnification hereunder. 
  
                (d)  Contribution.  If the indemnification provided for in
 this Section 5 is unavailable to the Indemnified Parties in respect of any
 losses, claims, damages, liabilities or judgment referred to herein, then
 each such Indemnifying Party, in lieu of indemnifying such Indemnified
 Party, shall contribute to the amount paid or payable by such Indemnified
 Party as a result of such losses, claims, damages, liabilities and
 judgments as between the Company on the one hand and each Holder on the
 other, in such proportion as is appropriate to reflect the relative fault
 of the Company and of each Holder in connection with the statements or
 omissions which resulted in such losses, claims, damages, liabilities or
 judgments, as well as any other relevant equitable considerations.  The
 relative fault of the Company on the one hand and of each Holder on the
 other shall be determined by reference to, among other things, whether the
 untrue or alleged untrue statement of a material fact or the omission or
 alleged omission to state a material fact relates to information supplied
 by such party, and the parties' relative intent, knowledge, access to
 information and opportunity to correct or prevent such statement or
 omission. 
  
                The Company and the Holders agree that it would not be just
 and equitable if contribution pursuant to this Section 5(d) were determined
 by pro rata allocation or by any other method of allocation which does not
 take account of the equitable considerations referred to in the immediately
 preceding paragraph.  The amount paid or payable by the Indemnified Party
 as a result of the losses, claims, damages, liabilities or judgments
 referred to in the immediately preceding paragraph shall be deemed to
 include, subject to the limitations set forth above, any legal or other
 expenses reasonably incurred by such Indemnified Party in connection with
 the investigating or defending any such action or claim.  Notwithstanding
 the provisions of this Section 5(d), no Holder shall be required to
 contribute any amount in excess of the amount by which the total price of
 which the  Registrable Securities of such Holder were offered to the public
 exceeds the amount of any damages which Holder has otherwise been required
 to pay by reason of such untrue or alleged untrue statements or omission or
 alleged omission.  No Person guilty of fraudulent misrepresentation (within
 the meaning of Section II (f) of the Securities Act) shall be entitled to
 contribution from any Person who was not guilty of such fraudulent
 misrepresentation. 





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