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                        PROFESSIONAL SERVICES CONTRACT

                                    Authorized by:  C.Boney

                                     Requested by:             Date: 12/12/96

Project Number/Facility Number       Approved By:


Information regarding 
this contract 
can be supplied by:       Telephone Number        One-Time Contract
   P.A. Lyons             215  977-6942        X  On-Going Services Contract
                                                  Release Against On-Going
                                                      Services Contract

Account or Appropriation Number:       Contract Number  CMMK00376
                                             Supplement 3

      To Contractor:                    Invoice to:
       Service Business Systems             Sun Company, Inc. (R&M)
       Attn: Don Warriner                   Attn: C. Boney
       11415 W I-70 Frontage Road North     1801 Market Street
       Wheat Ridge, CO  80033               Philadelphia, PA 19103

This CONTRACT, effective 1/1/97, between Sun Company, Inc. (R&M) hereinafter 
called "Owner", having an office at 1801 Market Street, Philadelphia, PA 
19103 and the "Contractor" shown above.

WITNESS in consideration of the mutual promises herein made, Owner and 
Contractor agree as follows:

ARTICLE 1 - THE WORK: The Work shall consist of: Contractor will provide Sun 
with customer follow-up services (hereinafter called "Services") as may be 
required  by Sun during the period of this agreement and under the terms and 
condition set forth in Scope of Work, attached and made part of this 
contract, and shall be performed at the site location of contractor or 
designated locations.

CONTRACTOR shall perform all work hereunder in accordance with the terms and 
conditions of this Contract and the following as noted:
   Exhibit A:  Scope of Work     Exhibit B:  Govt. Compliance Certificate

SUPPLEMENT #3, ISSUED 12/12/96, TO EXTEND THE TERMS OF THIS CONTRACT
AND 
MODIFY PRICING, AS DETAILED ON EXHIBIT C, ATTACHED 
AND MADE PART OF THIS CONTRACT.  ALL OTHER ITEMS REMAIN UNCHANGED.
  
Contractor shall furnish any and all personnel and all other things necessary 
for the performance and completion of all work authorized hereunder.  This 
agreement, including General Terms and Conditions and all attachments and 
Exhibits appended hereto or referenced herein shall constitute the Contract 
between the parties.

ARTICLE 2 - ITEMS PROVIDED BY OWNER: Items noted to be specifically supplied 
by Owner are as follows:

Information about USC dealers as needed for Contractor to provide required 
Services.  Logo/approved art work as required for printing requirements.

ARTICLE 3 - COMPENSATION: For satisfactory performance of the Work hereunder, 
Owner agreed to pay Contractor in the manner and at times specified in 
Article 4, and Contractor agrees to accept full and complete payment for 
providing such Work, compensation as follows: supplement #3, pricing 
schedule effective 1/1/97 thru 6/30/97.

As detailed in Scope of Work, attached and made part of this document.

ARTICLE 4 - TERMS OF PAYMENT: Net 30 days

Prior to final payment hereunder, and as a condition thereto Contractor shall
satisfy the requirements of General Terms and Conditions, paragraph 15.

ARTICLE 5 - TERM: Work under this Contract shall commence on or about 
SUPPLEMENT #3, 1/1/97.  All work shall be completed on or before 6/30/97.
IF THIS CONTRACT IS EXTENDED PAST THIS DATE, BOTH PARTIES MUST AGREE IN
WRITING TO THE TERMS OF THE EXENSION.

ARTICLE 6 - CHANGES, ADDITIONS AND/OR DELETIONS: Owner reserves the 
continuing right to make changes, additions and/or deletions to the Work as 
it may deem necessary.  All changes, additions, or deletions shall be made in
writing and accepted by both parties before Contractor proceeds with such 
Work.  Contractor shall make no changes, additions or deletions to the Work 
without Owner's prior written instructions.  The cost of such changes, 
additions or deletions shall be determined as follows:

The party requesting the changes shall be responsible for any additional 
charges.

Contractor shall make no changes in any performance schedule(s) provided for 
in Article 1 or in any other term of this contract without the prior written 
approval of Owner.

ARTICLE 7 - INSURANCE: Contractor shall take out, carry and maintain in 
insurance company or companies, and in policies of insurance acceptable to 
Owner, the insurance with limits not less than indicated for the respective 
items, as specified in General Terms and Conditions, Paragraph 25, or as 
amended below:
No changes in insurance requirements will be permitted.

ARTICLE 8 - Governing Law: This  Contract shall be governed by the laws of 
the States wherein the work is performed unless stated otherwise:

                                                              EXHIBIT 10.19
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Contract instructions:        The term "State" wherever used in this contract
Sun Company, Inc. (R&M)       shall be deemed to include the Commonwealth of 
Attn: P.M. Lyons              Puerto Rico.In witness whereof, the parties 
Ten Penn Center               have executed this Contract. This contract is 
1801 Market Street            subject to the terms and conditions shown on 
Philadelphia, PA              the reverse side hereof or attached hereto
         19103-1699           and which are incorporated herein.


Owner:   Date: 12/19/96                     Contractor:   Date: 12/24/96


Contractor shall sign and return one fully executed    
copy of this contract and all future contract notices
to the address shown above. If no address is
shown above, copy shall be returned to the "Invoice
To" address at the top.


BY(Signature)           /s/Peggy Lyon                   /s/Don Warriner
(Name and Title)     Title:                          Title:President and CEO


    Distribution:  Contractor  Owner  Accounts Payable  Materials Management