AGREEMENT 

                             BETWEEN

               Clancy Systems International, Inc.
                       2250 S. Oneida #308
                     Denver, Colorado 80224

                               and

                       City of Cicero, Illinois  
                                           
                                           
                      

This  Agreement made and entered into this 13th day  of February,
1996,  by and between the City of Cicero,  Illinois,  hereinafter 
referred to as the "City" and Clancy Systems International, Inc., 
hereinafter referred to as the "Company".

                           WITNESSETH


     WHEREAS,  the volume of parking violations now being  issued 
and  handled by the  City has reached a level that  an  automated 
system  for the issuance and processing of parking citations  may 
be cost effective; and

     WHEREAS,  the  Company  is in the business  of  providing  a 
computerized  parking  control and enforcement systems  that  may 
prove  to   be  effective  and  compliment  the  City's   parking 
operations; and

     WHEREAS,  the  City  desires  to  engage  the  Company   for 
management of it's on-street parking operations; and

     WHEREAS, the Company has evidenced a willingness provide its 
management services, personnel, hardware, software, vehicles  and 
other  essential components to the City for a comprehensive   on-
street parking system.

     NOW,  THEREFORE,  in  consideration  of  mutual   covenants, 
promises  and  agreements  herein  set forth,  it  is  agreed  as 
follows:
<PAGE>









HARDWARE AND ESSENTIAL EQUIPMENT

The Company will provide all ticket issuance devices,  computers, 
LAN's,  point  of  sale equipment,  security  devices,  essential 
vehicles  and  other  necessary  equipment  to  complement   that 
equipment  already provided by the City to enable  the  on-street 
parking program to perform at its optimum level.


SUPPLIES

The Company  will provide expendable supplies including  tickets, 
envelopes, stationary and batteries.
                
EQUIPMENT MAINTENANCE

The  Company  unconditionally  warrants  all  equipment  that  it 
provides. 

The City shall maintain all equipment that it provides. 

   
PERSONNEL
  
Refer  to  the  Proposal Document  attached  hereto  and  labeled 
Addendum A for personnel provided by City and personnel  provided 
by Clancy and benefits to be provided under each.
 
SOFTWARE

The  Company will produce all custom programming  and  procedures 
for both the office computers and data entry terminals to reflect 
the   City's  requirements.  Company personnel will  devote  such 
time  as is necessary to familiarize themselves with the   City's 
protocol  for citation generation and the general  geography  and 
logistics of the City.

The  Company  will provide ticket management  software  including 
ticket management reports, complaint generation, notices,  permit 
information management, as well as other reports as required.

The Company will provide software for cashiering, collection  and 
adjudication programs. 

TRAINING

The  Company will provide training of all personnel who  will  be 
working with the system.


MANAGEMENT

The Company shall provide on-site management for the term of  the 
contract  and any renewal period thereof.  
<PAGE>
OFFICE SPACE

The  City  will provide office space to the extent  that  it  has 
currently  allocated sufficient office space for its current  on-
street parking program.

PAYMENT

Clancy agrees to pay the City five hundred fifty thousand dollars 
($550,000)  for each contract year. Payment shall be made at  the 
beginning  of each fiscal year, with the exception of  the  first 
year  where  fifty thousand dollars ($50,000) will be  paid  when 
contract  is  signed,  and the remaining  five  hundred  thousand 
dollars ($500,000) shall be paid at the time the system has  been 
installed and operations have commenced.

NON-DISCRIMINATION CLAUSE

The  Company agrees not to discriminate against any  employee  or 
applicant for employment because of age, race, creed, color, sex, 
national  origin or ancestry. The Company shall take  affirmative 
action  to  insure that employees are treated without  regard  to 
their age, race, creed, color, national origin, sex or  ancestry.  
Such actions shall include, but not be limited to the  following:  
employment,  upgrading,  demotion or transfer, of  pay  or  other 
forms  of  compensation  and selection  for  training,  including 
apprenticeship.

In  the  event  of the Company's non-compliance  with  this  non-
discrimination   clause,  the  contract  may  be   canceled    or 
terminated  by the City. The Company may be declared by the  City 
ineligible for further contracts with the City until satisfactory 
proof of intent to comply shall be made by the Company.

The  Company agrees to include this non-discrimination clause  in 
any   subcontracts  connected  with  the  performance   of   this 
agreement.


NOTICE

Any   written  notice  provided  for  hereto  shall   be   deemed 
properly mailed and delivered when the same is deposited  in  the 
United States mail, postage prepaid and properly addressed to the 
party to whom such notice is directed.  Proper address of the two 
parties shall be as follows:

     The City:  City of Cicero 
                                  
     
     Company:   Clancy Systems International, Inc.
                2250 S. Oneida #308
                Denver, CO 80224

<PAGE>
PROPERTY  TAX,  SALES  TAX, USE TAX, EXCISE  TAX,  OTHER  SPECIAL 
LICENSES

Any property tax due on the hardware placed on City premises  for 
use  by the City shall be the responsibility of the City in  such 
event that the City does not have tax exempt status.  Should  the 
City fall under tax exempt status provisions, such hardware shall 
fall under such provisions.

Any  applicable sales tax, use tax, excise tax or  other  special 
taxes  or  licensing requirements shall be paid directly  by  the 
City  to  the  proper taxing agency.  The Company  shall  not  be 
required  to collect, file and transmit such taxes on  behalf  of 
the City.

OWNERSHIP

Ownership of all hardware, software, vehicles and other  material 
items  provided by the City shall be and remain the  property  of 
the City.  At the expiration of the contract term, all  equipment 
titled to the City shall remain with the City.

All hardware, software and source code shall and other  equipment 
provided by Clancy shall be and remain at all times the exclusive 
property of Clancy Systems International, Inc. At the  expiration 
of  the  contract term, all equipment shall be  returned  to  the 
Company.   


CITY PROVIDED RESPONSIBILITIES

Refer to Addendum A attached hereto.

CLANCY PROVIDED RESPONSIBILITIES

Refer to Addendum A attached hereto

TERM OF AGREEMENT

The  term of this Agreement shall be for seven  years  commencing 
the 15th  day of February, 1996, and ending on the 14th   day  of 
February, 2002.  Thereafter, until a  cancellation notice  issued 
in writing,  this contract shall automatically renew from year to 
year.   Any exceptions to be made shall be duly  acknowledged  in 
writing  by  the parties and incorporated as an  exhibit  to  the 
original contract. 

It  is hereby agreed,  that this Contract shall take effect,  and 
remain  in  force  and effect,  from the date  of  the  execution 
hereof,  and further this Contract may be terminated at any time, 
by either party,  upon the giving of thirty (30) days notice, in 
writing  to  the other party.  Charges will be prorated  for  any 
portion  of  a  month  that equipment is  in  place  should  such 
cancellation occur. 
<PAGE>
ATTACHMENTS

Addendum A - Proposal Document
Addendum B - List of City personnel to be provided
             Name, Title, job description
Addendum C - List of City Equipment
             Value and Depreciation Schedules
Addendum D - List of City Vehicles
             Value and Depreciation Schedules
Addendum E - List of Clancy Equipment


ENTIRE AGREEMENT

It is expressly understood and agreed by the parties hereto  that 
the  provisions embodied in this Agreement contain all covenants, 
agreements,  obligations  and  stipulations agreed  upon  by  the 
parties  and  upon  execution thereof.   This  Agreement  may  be 
modified or amended at any time by mutual agreement in writing of 
the parties.

This Agreement shall be executed in multiple counterparts each of 
which shall be deemed an original.

This Agreement shall inure to the benefit of and shall be binding 
upon  the City, the Company and their respective  successors  and 
assigns, if such assignment has been approved by both parties.

This  agreement shall be governed by and construed in  accordance 
with the laws of the State of Colorado, including its conflict of 
laws provisions.

In Witness Whereof, the parties have hereunto set their hands and 
seals.

                         CLANCY SYSTEMS INTERNATIONAL, INC.


                         By /s/s Stanley J. Wolfson                  
                            President
SEAL
ATTEST:

/s/ Liz Wolfson                   
          Secretary

CITY OF CICIERO, ILLINOIS                                     


/s/ Betty Loren-Maltese
SEAL
ATTEST:

/s/Mark Moro                          
<PAGE>




/s/ Betty Loren-Maltese
SEAL
ATTEST:

/s/Mark Moro          
<PAGE>