MEMORANDUM FROM DIVERSIFIED TO GRANVILLE-SMITH
     AS ATTACHED TO THE SETTLEMENT AGREEMENT (EXHIBIT 10.13)
                      DATED APRIL 24, 1997
                  (ON DIVERSIFIED LETTERHEAD)
                                
                                
    Diversified Corporate Consulting Group, L.L.C.
    A Delaware Limited Liability Company
    Business Consultants & Advisors
                                 
                                                                              


    
    MEMORANDUM 
    
    TO:          Edward Granville-Smith             
    FROM:        William A Calvo, III
    DATE:        April 24, 1997
    SUBJECT:     Matters Ancillary to Settlement Agreement
    REFERENCES:  Modifications Proposed by Jay C. Salyer, Jr.
        
                                                                      
         
    Dear Ted:
    
       Confirming our conversation of this morning:
    
    1. The Settlement Agreement is to be executed in its original
       form.
    
    2. To the extent that any of the following hold more than 10%
       of the common stock in Equity Growth Systems, Inc. or serve
       as officers or directors thereof, they are subject to
       resale restrictions imposed by Securities and Exchange
       Commission Rule 144:
            
        A.  William A. Calvo, III (40,000 shares);
    
        B.  William A. Calvo, III as trustee for William A Calvo,
            IV (40,000);
    
        C.  William A. Calvo, III as trustee for Alexander
            Nicholas Calvo (40,000 shares); 
    
        D.  William A. Calvo, III, as trustee for Edward Patrick
            Calvo (40,000 shares);
    
        E.  Cyndi Noyes Calvo (40,000 shares);
    
        F.  William A. Calvo, III & Cyndi Noyes Calvo, JTWRS
            (100,000 shares);
    
        G.  Joseph D. Radcliffe (200,000 shares);
    
        H.  Diversified Corporate Consulting Group, L.L.C.
            (2000,000 shares);
    
        I.  Dennis Radcliffe (50,000 shares); and
    
        J.  Michael J. Radcliffe (50,000 shares).
    
    
    3. Immediately following execution of the settlement agreement
       and filing thereof, Diversified Corporate Consulting Group,
       L.L.C., and Joseph D. Radcliffe (each record holders of
       200,000 shares, approximately 5.9% of the outstanding
       common stock), and, William A. Calvo, III (the holder of
       40,000 shares of common stock as an individual, 100,000
       shares as a joint tenant with his wife and 120,000 shares
       as a trustee for his children), will file Forms 3 and
       Schedules 13(g) prepared by your legal counsel in form
       satisfactory to me with the Securities and Exchange
       Commission, complying with reporting obligations for
       holders of more than 5% and 10% respectively of a Section
       12(g) issuer's common stock.  Such forms will aggregate the
       securities owned by the foregoing persons not filing such
       reports with those of the reporting persons and will
       disclose the basis for such aggregation, although Dennis
       Radcliffe, Michael J. Radcliffe and Cyndi Noyes Calvo may
       not meet the aggregation requirements.  It is also possible
       that the children for whom I serve as trustee will not meet
       such aggregation requirements.
    
    
    4. In conjunction with the foregoing, to the extent that any
       of the foregoing are required to transfer securities in
       order to meet tasks requested by you or anyone authorized
       to act for Equity Growth Systems, Inc. (E.g., payments to
       other consultants or service providers), such person would
       be reimbursed in kind from Equity Growth Systems, Inc.,
       immediately thereafter.  Any such transactions shall, to
       the extent legally possible, be exempt from any of the
       foregoing restrictions.
    
    
    5. In consideration for the foregoing, each such person shall,
       for so long as the foregoing legal impediments exist, have
       the right to have their shares registered with the
       Securities and Exchange Commission on any registration or
       notification statement filed by Equity Growth Systems, Inc.
       under the Securities Act of 1933, as amended, as well as
       with any state securities regulatory authorities; subject
       to such reasonable restrictions negotiated with them in
       good faith, as the underwriters involved in such 
       transaction may request.
    
    6. The foregoing restrictions will cease to apply at the time
       that they are no longer legally mandated.
    
                With best personal regards, we are
                                   
                         Very truly yours
                                   
          Diversified Corporate Consulting Group, L.L.C.
                                   
                        William A. Calvo, III
                        Managing Member
                                
                                
  The forgoing is hereby accepted, as of the date first set forth
                            above:
                                
                  Equity Growth Systems, Inc.
                                
                     Edward Granville-Smith
              Chairman and Chief Executive Officer