
                                                                     EXHIBIT 2.6

                               SERVICES AGREEMENT

      THIS SERVICES AGREEMENT (this "AGREEMENT") is made and entered into as of
October 9, 1998 between A.P.S., INC., a Delaware corporation ("APS") and a
debtor and debtor-in possession in a case pending under chapter 11 of the
Bankruptcy Code, and BWP DISTRIBUTORS, INC., a New York corporation ("BWP").
Capitalized terms used but not otherwise defined in this Agreement have the
meanings given in the Asset Purchase Agreement (as defined in the first Recitals
clause).

                                      RECITALS

      WHEREAS, APS and BWP have entered into an Asset Purchase Agreement (the
"ASSET PURCHASE AGREEMENT"), pursuant to which BWP has agreed to purchase
substantially all of the business assets located at the Purchased Locations;

      WHEREAS, following the consummation of the transactions contemplated by
the Asset Purchase Agreement, BWP will conduct business at certain of the
Purchased Locations and, in connection therewith, BWP desires to obtain limited
access to PIMS and certain related limited administrative and technical support
as provided for herein; and

      WHEREAS, APS desires to grant BWP limited access to PIMS and to provide
BWP with certain related limited administrative and technical support, as
provided for herein

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

SECTION  1.  PIMS ACCESS AND RELATED TECHNICAL AND CONSULTING SERVICES.

   1.1. APS shall grant BWP limited access to PIMS, subject to the conditions
   set forth herein, for a period of time (the "PIMS ACCESS Period") commencing
   on the Closing Date and ending on the earlier to occur of (i) the date which
   is six (6) months after the end of the month following the Closing Date; (ii)
   the date that APS ceases operation of PIMS; or (iii) ten (10) days after the
   date on which BWP notifies APS that it no longer requires PIMS access. BWP
   acknowledges that APS shall not be required to provide, and does not
   currently contemplate providing PIMS access following the expiration of the
   PIMS Access Period. BWP's access to PIMS shall be limited to information
   which pertains to the Purchased Locations, and BWP acknowledges that such
   information will relate only to product lines sold at the Purchased Locations
   prior to the Closing Date.

   1.2. On the Closing Date, APS shall provide BWP with PIMS access codes
   sufficient to access PIMS at the Purchased 

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   Locations utilizing currently available ports, and commencing on the Closing
   Date and until the expiration of the PIMS Access Period, BWP's personnel
   shall be permitted to log-on to PIMS from terminals located at the Purchased
   Locations and dial-up ports during normal PIMS operating hours.

   1.3. During the PIMS Access Period, APS shall provide (i) routine PIMS
   maintenance and technical support at APS headquarters; and (ii) the services
   associated with PIMS as set forth on SCHEDULE A attached hereto; PROVIDED,
   HOWEVER, that APS shall not be responsible for the link-up and interface of
   PIMS with BWP information management systems, for any on site maintenance at
   the Purchased Locations or for any custom programming (except as such
   services may be provided by APS' consultants as provided in SECTION 1.5).

   1.4. The software programs utilized by, and the know-how and operating
   procedures associated with PIMS are proprietary to and constitute trade
   secret information of APS. APS does not intend to grant, and BWP acknowledges
   that it is not obtaining hereby, any title to or right or interest in, by way
   of license or otherwise, PIMS operating procedures or know-how, PIMS software
   or the source code underlying such software. BWP shall not be granted access
   to the source code underlying PIMS software programs, and BWP shall not
   attempt to obtain such access. However, should it become necessary for BWP to
   restore PIMS access as provided in SECTION 3.4, APS agrees to disclose to BWP
   whatever proprietary information as may be necessary, including, but not
   limited to, programs, know-how, operating procedures or source code, to
   enable BWP to restore such access. BWP agrees that if such disclosure of
   APS's proprietary information becomes necessary, the information will be
   provided only to those persons directly involved in the restoration of PIMS
   access, and the confidentiality of the information will be treated by BWP
   with the same standard of care as it treats its own confidential information.
   PIMS shall be used exclusively by BWP and its employees, and BWP shall not
   allow others to use or have access to PIMS, directly or indirectly. BWP
   recognizes and acknowledges that PIMS operating procedures and data contained
   on PIMS are confidential and trade secrets and are the sole and exclusive
   property of APS. BWP shall maintain the confidential nature of all PIMS data
   (other than data input by BWP) and operating procedures, and shall not
   disseminate PIMS data (other than data input by BWP) or operating procedures
   to any third party without the prior written consent of APS. APS shall
   maintain the confidential nature of all PIMS data input by BWP, and shall not
   disseminate such PIMS data to any third party without the prior written
   consent of BWP.

   1.5. During the PIMS Access Period, APS shall provide:

      (a) consulting services pertaining to PIMS on a per request basis, subject
      to the availability of APS consultants, which 

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      consulting services may include: (i) requirements analysis and initial and
      follow-up customized programming or reporting necessary for any interface
      of BWP's information management system with PIMS; (ii) on site maintenance
      by APS personnel at the Purchased Locations of any PIMS terminals,
      printers, or other hardware; (iii) training of BWP personnel in PIMS
      operation; and (iv) parts / product line changeover services, which
      consulting services provided by APS pursuant to this SECTION 1.5(A) shall
      be billed to BWP at an hourly rate of $150 plus expenses; and

      (b) accounting consulting services as described in and for the periods set
      forth on SCHEDULE B attached hereto, which consulting services shall be
      billed to BWP as set forth on such SCHEDULE B.

   All consulting services provided pursuant to this SECTION 1.5 shall be
   payable in accordance with SECTION 2.2.

   1.6. APS EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE OPERATION OF
   PIMS, DATA CONTAINED ON PIMS, AND SERVICES PROVIDED BY APS IN CONNECTION WITH
   PIMS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY USAGE OF
   TRADE OR COURSE OF DEALING, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF
   MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND, EXCEPT TO THE
   EXTENT THAT ANY EXECUTIVE OFFICER OF APS HAS ACTUAL KNOWLEDGE THEREOF, NO
   MISAPPROPRIATION AND NONINFRINGEMENT. APS SHALL NOT BE LIABLE FOR PUNITIVE,
   SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING,
   WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
   INTERRUPTION OR ANY OTHER LOSS) ARISING FROM OR RELATING TO THE USE OF PIMS
   BY BWP OR THE MALFUNCTION OR TEMPORARY OR PERMANENT SHUTDOWN OF PIMS, WHETHER
   CLAIMED UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

SECTION 2.  FEES; PAYMENT FOR CONSULTING SERVICES

   2.1. BWP shall pay to APS a monthly fee equal to $18,500 per DC servicing the
   stores at the Purchased Locations, payable in advance on the first day of
   each calendar month during the PIMS Access Period which fee shall be paid on
   a pro rata basis for any period shorter than a month during which this
   Agreement is in effect for a DC.

   2.2. APS shall separately invoice BWP monthly in arrears for all charges for
   consulting services pursuant to SECTIONS 1.5(A) and 1.5(B), which invoice
   shall be accompanied by reasonable documentation or explanation supporting
   such charges, and BWP shall pay APS the full amounts of such invoices, no
   later than twenty (20) days after each invoice date. All payments under this
   Agreement shall be made without deduction (except for charges billed in
   error), set off, recoupment or counterclaim. In the case of charges believed

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   to be billed in error, BWP shall timely pay the undisputed portion of the
   invoice, on or before the due date for payment of the charges. All overdue
   amounts shall bear interest, from the time such amounts are due until such
   amounts are actually paid (including any period in which such amounts are in
   dispute), at a rate equal to the lower of: (i) three percentage points above
   the prime rate in effect at the time payment was due or (ii) the highest rate
   permitted by law.

   2.3. BWP shall reimburse to APS an amount equal to the sum of (i) all
   reasonable direct out-of-pocket fees and expenses incurred by APS in
   rendering consulting services pursuant to this Agreement and (ii) any and all
   taxes (other than taxes based on APS' net income or gross income) assessed on
   the provision of services pursuant to this Agreement without any offset or
   deduction of any nature whatsoever. Such costs, expenditures and taxes will
   be billed to BWP in the monthly invoices in accordance with SECTION 2.2.

SECTION 3.  TERMINATION; REMEDIES

   3.1. This Agreement shall terminate at the end of the PIMS Access Period,
   PROVIDED, HOWEVER, that APS shall use reasonable efforts to the extent
   practicable to provide BWP with timely written notice of the date on which
   APS expects that it will cease operating PIMS, if and when a voluntary and
   final decision is made by APS to cease operating PIMS.

   3.2. In the event that BWP fails to make any payment hereunder when due or
   otherwise fails to perform its obligations or breaches any of its covenants
   hereunder and such default is not cured within ten (10) days, (i) APS may
   terminate this Agreement upon ten (10) days' written notice to BWP; and (ii)
   all amounts owed by BWP to APS under this Agreement as of the date of such
   default shall become due and payable. BWP may terminate this Agreement on ten
   (10) days' written notice to APS. This Agreement is subject to termination or
   modification as may be necessary to comply with the provision of any decree
   or order of the Bankruptcy Court.

   3.3. Upon termination of this Agreement as provided in SECTION 3.1 or 3.2, or
   by operation of law or otherwise, all fees owed to APS hereunder through the
   date of termination shall become due and payable and all other obligations
   granted hereunder shall terminate, except as provided in SECTIONS 3.4 and 4.

   3.4. The sole remedy available to BWP in the event of a material failure of
   APS to provide PIMS access pursuant to this Agreement during the Access
   Period (other than by a willful breach of this Agreement by APS) shall be
   addressed to correcting said failure, rather than to penalizing APS. In
   recognition of this aim, BWP's sole and exclusive remedy for such a failure
   shall be that APS shall use commercially 

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   reasonable efforts to restore PIMS access to BWP within a commercially
   reasonable time. In the event that APS is unable to restore PIMS access, APS
   shall permit BWP to attempt to restore PIMS access and shall use reasonable
   commercial efforts not requiring additional expenditures (other than making a
   motion or motions to the Bankruptcy Court, if necessary, to assist BWP in
   restoring PIMS access, PROVIDED, THAT such PIMS access must be provided on a
   fair and equitable basis to all parties then having PIMS access rights. APS
   shall be excused from the corrective remedy set forth in this SECTION 3.4 if
   and to the extent that: (i) APS' failure to provide PIMS access pursuant to
   this Agreement is a direct or indirect result of BWP's breach of any covenant
   in this Agreement or failure to timely and accurately perform its
   responsibilities as set forth in this Agreement or (ii) BWP fails to provide
   reasonable cooperation in completing performance and correcting the problems
   that led to the failure at issue. Notwithstanding the foregoing, in the event
   of the willful failure of APS to provide BWP with PIMS access pursuant to
   this Agreement during the Access Period, APS shall be obligated to indemnify
   BWP for documented damages (including claims, liabilities, expenses,
   reasonable out-of-pocket costs and other legally recoverable damages)
   resulting from such breach, PROVIDED, HOWEVER that APS shall not have any
   obligation to indemnify BWP for damages to the extent that such damages
   exceed $250,000 in the aggregate, and FURTHER PROVIDED that BWP acknowledges
   that APS may cease operating PIMS and that such event shall not constitute a
   "willful failure" under this SECTION 3.4.

SECTION 4.  CONFIDENTIALITY.

   BWP and APS agree to keep, and to cause each of its affiliates, directors,
   officers, and employees to keep, confidential any and all confidential
   information of the other party that it receives in the course of performing
   its obligations hereunder (except that such information may be shared, on a
   confidential basis, with the party's attorneys and auditors) and will not,
   without the other party's written consent, use any of such confidential
   information except as reasonably necessary to perform its duties under this
   or another of its agreements with the other party. Upon termination of this
   Agreement, each party will return, and will cause its affiliates to return,
   to the other party, all original documents and copies of the confidential
   information which are in its possession. Notwithstanding the foregoing, APS
   shall be permitted to provide copies of this Agreement to its lenders and the
   Bankruptcy Court. This SECTION 4 shall survive the termination of this
   Agreement.

SECTION 5.  RELATIONSHIP OF THE PARTIES.

   It is expressly understood and agreed that in rendering services hereunder,
   APS is acting as an independent contractor 

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   and that this Agreement does not constitute either party as an employee,
   partner, joint venturer, agent or other representative of the other party for
   any purpose whatsoever. Neither party has the right or authority to enter
   into any contract, warranty, guarantee or other undertaking in the name of or
   for the account of the other party, or to assume or create an obligation or
   liability of any kind, express or implied, on behalf of the other party, or
   to bind the other party in any manner whatsoever, or hold itself out as
   having any right, power or authority to create any such obligation or
   liability on behalf of the other or to bind the other party in any manner
   whatsoever (except as to any actions taken by either party at the express
   written request and direction of the other party).

SECTION 6.  MISCELLANEOUS.

   6.1. SEVERABILITY. If any term or provision of this Agreement or the
   application thereof with respect to any Person or circumstance shall, to any
   extent, be invalid or unenforceable, the remainder of this Agreement, or the
   application of that term or provision to persons or circumstances other than
   those as to which it is held invalid or unenforceable, shall not be affected
   thereby, and each term and provision of this Agreement shall be valid and be
   enforced to the fullest extent permitted by law.

   6.2.  GOVERNING LAW.  This Agreement shall be governed by and construed,
   interpreted and enforced in accordance with the laws of the State of
   Delaware.

   6.3. HEADINGS. The caption headings in this Agreement are for reference
   purposes only, and do not constitute a part of this Agreement and shall not
   affect its meaning or interpretation.

   6.4. NOTICES. All notices, requests, demands and other communications
   required or permitted under this Agreement shall be made in the same manner
   as is set forth in the Asset Purchase Agreement.

   6.5. ACCESS. To the extent reasonably required for APS to perform its
   obligations under this Agreement, BWP shall provide APS personnel with
   reasonable access to the Purchased Locations, including, without limitation,
   office space, and telecommunications and computer equipment, systems and
   software. As a condition to providing services pursuant to this Agreement,
   APS may restrict or prohibit any changes in the location of certain
   telecommunications and computer equipment and systems owned by APS and
   located at the Purchased Locations, and BWP shall be bound by all such
   requirements and restrictions.

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   6.6. FORCE MAJEURE. Neither party shall be liable for its failure or delay in
   fulfilling its obligations hereunder, if such failure or delay is caused by
   fire, flood, weather conditions or other Acts of God, invasions,
   insurrections, riots, closing of the public highways, strike, lockout or
   other labor dispute, civil unrest, war or any other reason beyond the
   reasonable control of the party. In the case of strikes, lockouts or other
   labor disputes, it is understood that such event is beyond the reasonable
   control of the party suffering the event unless and until the party is able
   to resolve it in a manner which such party deems reasonable and appropriate.

   6.7. NO THIRD PARTY RIGHTS. The provisions of this Agreement shall not
   entitle any person not a signatory hereto to any rights hereunder or in
   respect hereof, as a third party beneficiary or otherwise, it being the
   specific intention of the parties herein to preclude any and all such persons
   non-signatory hereto from such rights.

This Agreement shall enter into full force and effect as of the date first set
forth above upon its execution below by both of the parties.



                                    A.P.S., INC.


                                    By: /s/ BETTINA M. WHYTE
                                            Bettina M. Whyte, President



                                    BWP DISTRIBUTORS, INC.



                                    By: /s/ NEIL STOCKEL
                                            Neil Stockel, President


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                      SCHEDULE B TO BWP SERVICES AGREEMENT


List of accounting services for BWP Distributors, Inc. ("BWP") from APS, Inc.
("APS")

1.    Processing assistance by APS personnel at APS' facilities are to be made
      available to BWP personnel for the purpose of processing BWP financial
      information for the payments set forth below, subject to the conditions
      set forth in Paragraph 2 below.

      Omaha--an APS employee to be made available to provide consulting services
      with respect to accounts receivable, accounts payable and general ledger
      processing.

      Memphis--an APS employee to be made available to provide consulting
      services with respect to accounts receivable.

      The services listed above are to be billed at $150 per hour for
      professional personnel, and $50 per hour for clerical personnel.

2.    The accounting services to be provided by APS as described above are
      subject to the following conditions:

      The availability of APS personnel to provide consulting services set forth
      in Paragraph 1 shall be limited to 16 hours per week per consultant and
      shall be subject to the availability of adequate personnel to first meet
      APS' accounting requirements. The continued employment of employees
      providing consulting services shall be at the sole discretion of APS.



