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Penske Mover Contract                                            March, 1997
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 Penske Auto Center, located at 3270 West Big Beaver Rd, Suite 130, Troy, 
Michigan 48084, agrees to purchase and Service Business Systems with offices 
located at 11415 West I-70 Frontage Road North, Wheat Ridge, Colorado 80033 
(hereinafter called "SBS") agrees to provide Marketing Services (hereinafter 
called "Services") as may be required by Penske Auto Center (PAC) during the 
period of this Agreement and under the terms and conditions set forth herein.

Term of Agreement

 The term of the agreement for the PTL Mover Program ends April 30, 1998.  
This agreement may be extended by PAC upon 60 days prior written notice from 
the end of any term of this agreement for one or more additional years and 
the price per piece will be mutually agreed upon by SBS and PAC but in no 
event will exceed current pricing plus mutually agreed upon inflation 
adjustments, subject to equal or greater volumes.  Upon such renewal, if any, 
SBS will not charge PAC an additional set-up fee or other similar charges.

Description of Services:

PTL Mover Customer Acquisition and Retention Program

Service Business Systems (SBS) shall provide Penske Auto Center with the 
following services:

Database Management
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A computerized database will be updated through either a media transfer or 
electronic download process is used to target potential PAC customers.  The 
data will be provided by Penske Truck Leasing (PTL) on a daily basis.  The 
information will include the full name and address of the customer, date of 
move, and destination city and state.  PTL is responsible for all costs 
associated with the transfer of data to SBS.

Customer Communications
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The information provided by Penske Truck Leasing will be used to target those 
customers by PAC.  A generic letter will be mailed to the potential PAC 
customer.  The destination information will be used to determine which PAC 
locations are nearest to customers' new place of residence.

The same letter will be utilized for all mailings.  The letter is 8 1/2" x 11" 
letterhead provided by PTL.  The letter will be tri-folded and inserted into 
a #10 envelope.  The PAC logo and return address is pre-printed on the 
envelope.  The customized insert providing an offer to the customer will also 
be inserted into the envelope.  The insert will be approximately 2_" x 6", 2 
color.  The insert will list the nearest PAC location to the customers moving 
destination.


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Program Reporting
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SBS will provide additional information as reasonably required by Penske Auto 
Centers.  SBS and PAC will jointly determine what the appropriate level of 
reporting will be as the program progresses.  A balanced scorecard will be 
developed by SBS and PAC.  The scorecard will include shared objectives with 
common measures and company-specific objectives with shared measures.  These 
objectives and measures must be linked to the performance evaluations of the 
appropriate parties.

The insert will be coded to provide tracking information.  The accuracy of 
the tracking information is dependent on the data capture at the point of 
sale.  The primary performance measure is response rate.  Response rate is 
determined by the number of customers who visit a PAC location compared to 
the list of customers receiving the letter.

Customer Service
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SBS provides one Customer Service Representative devoted to the Penske Auto 
Centers account.  The Customer Service Representative is available from 7 a.m. 
until 5 p.m. (MST) for store inquiries.  The Customer Service Representative 
is responsible for day-to-day account activities.

SBS maintains a toll-free number to assist Penske Auto Center as well as 
Penske Truck Leasing in facilitating changes, database updates and answering 
questions on an on-going basis.  All inquiries are responded to by the end of 
the next business day.SBS recommends a quarterly meeting between SBS and 
Penske Auto Center to discuss past program results, current programs, and 
future marketing initiatives.

Time Frame
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SBS can begin delivery of products and services outlined in this proposal 
within 30 days of this agreement.  The time frame is based on the cooperation 
of all involved parties.




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                        Fee Structure

Any variation from the description of services required or the projected 
volumes may impact the fees.

Program Costs

The PTL Mover program will be billed at a per piece rate of $    .  The 
pricing is based on an estimated volume of 8,000 pieces per month.  PAC will 
pay such invoice in accordance with the terms set forth below.  The price 
include postage costs. Some aspects of a particular project can not be 
anticipated.  In these cases a quote will be prepared for any work not 
covered in the above price schedule.

Set-up Fee

The initial one-time set-up fee is $    .  The fee covers program development, 
data preparation and conversion, and internal custom programming.  Other than 
the price per piece and the set-up fee of $     , SBS will not charge PAC any 
additional amount except as expressly provided under additional services 
below, including any corporate overhead charges, postage charges or otherwise.  
In the event that SBS cancels this agreement and there are fewer than 100 
mailings in 1997, then SBS shall immediately refund to PAC an amount equal to 
$      multiplied by the difference between the number of mailings and the 
number of mailings actually made in 1997.

Mailing Frequency

The mailing frequency is daily.  SBS will work with Penske Auto Centers to 
determine the optimal mailing frequency for the program as the program 
matures.

Prepaid Postage

SBS will require PAC to provide postage fees on a monthly basis.  The amount 
of the pre-paid postage is based on mutually-agreed upon estimated monthly 
volumes multiplied by $    .  By mutual agreement, PAC and SBS will 
investigate alternatives to prepaid postage including EFT, a dedicated 
postage account, or a declining balance program and would utilize the most 
cost-effective method.

Additional Services

The services to be provided are all-inclusive.  All additional services, 
except for the PTL Mover Program, will only be rendered when approved in 
advance by Roger S. Penske, Jr., Tim Findlay, or Dave Baptisti.


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Payment Terms and Conditions

SBS will invoice PAC directly for all Services provided under the terms and 
conditions of this agreement.  Upon request, SBS will provide verifications 
of all completed mailings.  This verification will be in the form of receipts 
and reports provided by the USPS.

Invoices are prepared monthly.  Terms of payment are net thirty (30) days 
from the date of invoice.  Payments not received within 30 days are subject 
to an interest rate of 1.5% per month.  Payments not received within 60 days 
constitute a material breach of this agreement.

Price Protection

Pricing will be firm through the term of the contract, with the exception 
that SBS will be entitled to increase the pricing in the event of changes 
initiated by PAC or postal or paper costs increase at any time during the 
term of this agreement.  Increases in paper or postage costs would affect PAC 
pricing on a direct pass-through basis with no additional charges for 
corporate overhead or similar charges.

Conflict of Interest

Each party, in performing its obligations under this agreement, shall 
establish and maintain appropriate business standards, procedures and controls 
including those necessary to avoid any real or apparent impropriety or adverse 
impact on the interest of the other party.  Each party shall review with 
reasonable frequency during the term of the agreement, such business standards 
and procedures including, without limitation, those related to the activities 
of its employees and agents in their relations with other party's employees, 
agents and representatives, and other third parties.

Governing Law

The validity and interpretation of this agreement and the legal obligation of 
the parties to it shall be governed by the laws of the State of Colorado, 
unless otherwise agreed in writing by representatives of PAC and SBS at the 
time of the order.

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Notices

All notices pertaining to this Agreement shall be in writing, addressed to 
the party for whom intended at the address set forth below or at such other 
address as may be furnished by such party in writing and shall be deemed 
given on the date of mailing.

 The address of PAC is:                      The address of SBS is:
 Penske Auto Center                          Service Business Systems
 Attn:Roger S. Penske, Jr.                   Attn:  Don Warriner
 3270 W. Big Beaver Rd.                      11415 West I-70 Frontage Road N.
 Suite 130                                   Wheat Ridge, CO  80033
 Troy, MI  48084

Indemnity

SBS agrees to indemnify and hold harmless PAC, its officers, employees and 
agents with respect to any damages, claims or losses arising out of SBS's 
nonperformance or misperformance of its obligations under this agreement.

PAC agrees to indemnify and hold harmless SBS, its officers, employees and 
agents with respect to any damages, claims or losses arising out of PAC's 
nonperformance or misperformance of its obligations under this agreement and 
for any alleged trademark infringement or infringement of any intellectual 
property of third parties.  PAC also agrees to indemnify SBS against any and 
all losses regarding any dispute over the ownership of information contained 
in the database between PAC and its employees/contractors.

Confidentiality

SBS shall hold all customer and client information obtained from PAC, its 
officers, employees or agents in strict confidence.  SBS acknowledges that 
all such information is confidential and proprietary to PAC.  SBS agrees not 
to divulge this information without prior written permission of PAC.  
Information obtained in the performance of this agreement is to be used only 
in connection with providing Services under this agreement.  SBS, however, 
shall be permitted to disclose said information to its employees and vendors 
as reasonably necessary to provide the Services described herein, provided 
that SBS takes steps to ensure that its employees and vendors keep said 
information confidential.  This provision shall survive any termination of 
this agreement.

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Non-exclusive

PAC acknowledges that SBS is in the business of providing information services 
and database marketing services to the automotive markets.  SBS will continue 
to provide said services to its current customers, which include major and 
independent oil companies, automobile dealerships and other local and regional 
automotive service providers.  For the duration of this agreement, SBS will 
not provide customer acquisition services as outlined in this agreement to 
other direct automotive full-service national competitors of PAC, including 
but not limited to WalMart, Montgomery Wards, Target, and Pep Boys, without 
prior written approval from PAC.  For the duration of this agreement, SBS can 
provide customer follow-up services to other direct automotive full-service 
national competitors of PAC.  Without limiting the nature of SBS's 
confidentiality obligations set forth in the immediately preceding paragraph, 
in the event of a conflict between this paragraph and the immediately 
preceding paragraph, the terms of the immediately preceding paragraph shall 
control.

Cancellation

Without Cause:  Either party is entitled to terminate this contract by 
providing written notice to the other of such termination with at least sixty 
(60) days advance notice.

With Cause:  The breach of the terms of this contract by either party, 
provided such breach is not cured within seven (7) days following notification 
(or reasonable action taken to correct such a breach within a reasonable time 
period) by the other party, shall entitle such other party to terminate this 
contract.
Upon any cancellation of this agreement, SBS agrees return to PAC within 
fifteen (15) days of the date of notice of cancellation any and all 
information obtained by SBS under the terms of this agreement, including 
without limitation the then current database.

Separability

The invalidity or unenforceability of any of the terms, covenants or 
conditions contained in this agreement shall not render invalid or 
unenforceable any of the other terms, covenants or conditions of this 
contract.

If the foregoing is in accordance with your understanding of our agreement, 
please sign both copies in the space provided and return one copy to this 
office.

 Agreed and Accepted                         Agreed and Accepted
 Penske Auto Centers, Inc.                   Service Business Systems
 By:                                         By:  
 Title:                                      Title:  
 Date:                                       Date:  



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