EXHIBIT 10.12


STAR BANK, N.A.
425 Walnut Street
P. O. Box 1038
Cincinnati, Ohio 45201-1038


                           July 1, 1992


Mr. Richard D. Smith 
President
Dataguard Recovery Services, Inc.
P.O. Box 37144
Louisville, KY   40233-7144

Dear Mr. Smith:

This letter shall set out the terms and conditions under which Star
Bank, N.A. (Hereafter referred to as the "Bank") agrees to 
loan Dataguard Recovery Services, Inc. (Hereafter called the "Company")
One Hundred Thousand Dollars ($100,000) under this Revolving Credit
Agreement (the "Agreement").  The purpose of this loan is working
capital.

                       THE REVOLVING CREDIT

Subject to there being no event of default (or circumstance which
would, with the passage of time become an event of default) the
Bank agrees to make revolving credit loans to the Company (as
described below) from the date of this Agreement through the
earlier of: a) a demand for payment in accordance with the terms of
a revolving promissory note (the "Revolving Note") which will
evidence the Company's obligation, substantially in the form of
Exhibit "A" attached hereto; or b) July 1, 1993 (the "Maturity
Date").

The Revolving Note shall bear interest at 1.0% over the Bank's
prime rate (the "Prime Rate").  The Prime Rate is the rate
announced as such from time to time by the Bank.  The Prime Rate is
determined solely by the Bank pursuant to market factors and its
own operating needs, and is not necessarily the Bank's best or most
favorable rate for commercial or other loans.  The Prime Rate is
currently 6.5%.  The interest rate on the Revolving Note shall be
adjusted on the effective date of any change in the Bank's Prime
Rate.  Interest shall accrue in arrears and be payable beginning
October 1, 1992 and quarterly thereafter and on the Maturity Date.

                   REPRESENTATIONS & WARRANTIES

To induce the Bank to enter into this Agreement and to agree to
make the loans described herein, the Company represents and
warrants that:

(A)  Corporate Existence.  It is a corporate duly existing under
     the laws of the Commonwealth of Kentucky, is qualified to do
     business in all states where failure to be so qualified would
     have a material adverse effect on the Company, and has all
     requisite power and authority to own its property and carry on
     its business as now being conducted.

(B)  Borrowing Authorization.  The execution by the Company and the
     delivery and performance of this Agreement, the Note(s), and
     other documents connected to the loans described herein have
     been authorized by necessary corporate action and will not
     violate:  1) any provision of law; 2) the Articles of
     Incorporation or By-laws of the Company; or 3) any agreement
     binding on the Company.

(C)  Financial Statements.  Its audited financial statements dated
     December 31, 1991 (a copy of which have been previously
     furnished to the Bank) have been prepared in conformity with
     generally accepted accounting principles consistently applied,
     and fairly present the financial condition of the Company and
     its operation as of the date of the statements, and since such
     date there has been no material adverse change in its
     financial condition.

(D)  Actions Pending.  There is no litigation pending or threatened
     against or affecting the Company before any court or agency,
     or any contingent liabilities that are not provided for in the
     financial statements referred to in subsection (C) Financial 
     Statements above.

(E)  Liens.  None of the assets of the Company are subject to any
     mortgage, pledge, security interest, line, or other
     encumbrance except for those noted in the financial statements
     referred to in subsection (C) Financial Statements.

(F)  Environmental Matters.  All operations and property of the
     Company are in full compliance with all federal, state, and
     local statutes, rules, and regulations relating to air and
     water pollutants and hazardous waste disposal.  There is no
     judicial or administrative proceeding pending or threatened
     against or affecting the Company with respect to such
     environmental matters.

(G)  Compliance.  The Company is in compliance in all material
     respects with all statutes, rules, and regulations applicable
     to it.  No default (or event which with notice or lapse of
     time, or both, would constitute a default) exists under any
     agreement or instrument for borrowed money to which Company is
     a party or pursuant to which any property of Company is
     encumbered.

(H)  Liabilities.  All taxes, assessments, and other liabilities
     which are due have been paid in full and in a timely manner,
     except for those taxes and assessments which the Company is
     contesting in good faith and with respect to which the Company
     has taken proper steps to perfect its appeal and which have
     not resulted in liens on the company's property which
     materially diminishes the value of the property.

                            COLLATERAL

All obligations of the Company to the Bank under this Agreement and
the Note(s) shall be secured by the following (collectively called
the "Collateral"):

(A)  A security interest in the Company's accounts receivable,
     inventory, machinery, equipment, furniture, fixtures,
     furnishings, and general intangibles, now owned or hereafter
     acquired, their proceeds (cash or non-cash) and any insurance
     proceeds related thereto, located at either 6600 Grade Lane,
     Louisville, KY 40213 or 10301 Linn Station Road, Louisville,
     KY 40223, all to be evidenced by the Bank's standard Security
     Agreement in the form of Exhibit "B" Attached hereto dated
     October 10, 1989 and July 1, 1992.

The Collateral and all documentation with respect thereto shall be
in a form satisfactory to the Bank, and the Company agrees to
execute any an all documents necessary to assure the protection,
perfection, and/or enforcement of the Bank's security interest in
the Collateral.

                            COVENANTS

In consideration of the Bank's promise to make the loan described
herein, the Company agrees that, from the date of this Agreement
until the Note(s) are paid in full, it shall:

(A)  Financial Statement.  Furnish the Bank: 1) a copy of the
     Company's audited financial statements, prepared in conformity
     with generally accepted accounting principles applied on a
     basis consistent with the preceding years by independent
     certified public accountants acceptable to the Bank within 90
     days of the Company's fiscal year end; and 2) a copy of its
     unaudited financial statements, similarly prepared, in a form
     satisfactory to the Bank within 30 days of the end of each of
     its fiscal quarter.

(B)  Insurance.  Maintain insurance on all real and personal
     property with carriers acceptable to the Bank in an amount and
     against hazards and liabilities as is common with other
     companies in similar situations.  The policies shall show the
     Bank as "name insured" and "loss payee."  The Company shall
     provide the Bank with certificates of insurance or other
     satisfactory evidence upon request.

(C)  Taxes.  Pay all taxes, assessments, and other liabilities when
     due, except for those which are contested in good faith.

(D)  Notice.  Give the Bank prompt notice of any: (i) default of
     this or any other Agreement or contract under which the
     Company is liable; (ii) environmental or labor dispute; (iii)
     lawsuit filed naming the Company as a defendant; (iv)
     reportable event under ERISA; or (v) material change in the
     Company's business prospects or financial condition.

(E)  Corporate Existence and Status.  Maintain its corporate
     existence and remain in good standing under the laws of each
     jurisdiction where the Company is duly qualified to conduct
     its business.

(F)  Bank as Primary Depository.  Maintain all corporate accounts,
     including all time and demand deposit accounts, certificate of
     deposit accounts, and safekeeping accounts, at the Bank.

(G)  Maintenance of Property.  Maintain Company property in good
     condition and repair, and not commit or permit any action that
     may impair the value of the property or the Bank's Collateral.

(H)  Tangible Capital Base.  Not permit its tangible capital base
     to be less than $675,000 beginning with the fiscal year ending
     December 31, 1992 and for each fiscal year thereafter. 
     "Tangible Capital Base" shall mean, as of any date, the sum of 
     the Company's total equity plus debts subordinated to the Bank
     minus any intangible assets.  All financial terms in this
     Agreement shall have the meanings given them under generally
     accepted accounting principles.

(I)  Indebtedness.  Not incur or permit to exist any indebtedness,
     except:  (i)  the borrowings evidenced by this Agreement; (ii)
     favorable short-term unsecured trade credit granted in the
     ordinary course of business.

(J)  Liens.  Not create or permit to exist any mortgage, pledge,
     security interest, or other encumbrance with respect to any
     assets now owned or hereafter acquired, except for (i) liens
     created in favor of the Bank hereunder; or (ii) purchase money
     interests created in connection with the acquisition of
     property acquired after the date of this Agreement which
     attaches specifically to the property acquired.

(K)  Guaranties.  Not guaranty any obligation or indemnify any
     other person or enterprise except for the personal liability
     from the Company's own officers', directors', or employees'
     own actions on behalf of the Company.

(L)  Merger and Sale of Assets.  Not to be a party to any merger,
     consolidation, or reorganization (including the purchase of
     all or substantially all of the equity or assets of any other
     enterprise).  Not, except in the ordinary course of its
     business, sell, transfer, or lease any part of its property in
     excess of $50,000 in any one-year period.

(M)  Waiver.  Any variance from these covenants shall be permitted
     only with the prior written consent and/or waiver of the bank. 
     Any such waiver shall not preclude the exercise of any power
     or right under this Agreement by the Bank.

                        CLOSING CONDITIONS

The obligation of the Bank to make the loans described by this
Agreement is subject to the satisfaction of each of the following
conditions:

(A)  Resolutions.  The Company shall have delivered to the Bank a 
     copy of the resolutions of the Company's Board of Directors
     authorizing the loans described herein and the execution and
     delivery of this Agreement, the Note(s), and other documents
     the Bank deems necessary for these loans, certified by an
     appropriate officer of the company.

(B)  Other Documents; Inspection.  The Company shall have delivered
     to the Bank such other documents as the Bank may request prior
     to the date of the initial loan.  The Bank or its designated
     representative shall have the continuing right to inspect and
     review all the Company's records, documents, and assets,
     whether or not directly related to the Company's obligations
     hereunder.

(C)  Default.  Before and after giving effect to the loan(s)
     described herein, no event of default (as defined below) or
     event which would with the passage of time mature into an
     event of default shall have occurred and/or be continuing.

(D)  Warranties.  Before and after giving effect to the loan(s)
     described herein, the representations and warranties noted
     above shall be true and correct on the date of this Agreement.

(E)  Fees and Expenses.  The Company agrees to pay the Bank a one-time 
     fee of ($500.00) plus any out-of-pocket expenses incurred
     by the Bank (including reasonable attorneys' fees, legal
     expenses, filing fees, etc.) in entering into and closing this
     Agreement.

                        EVENTS OF DEFAULT

Upon the occurrence of any of the following events, the Bank may
declare the Note(s) due and immediately payable, without further
notice or demand and the Bank shall have all rights to realize on
the collateral.  To the extent the maximum Amount Available is not
being utilized by the Company, the Bank may upon such declaration
of default terminate any unused balance:

(A)  Non-payment of principal or interest prescribed herein when
     due or when notice of such non-payment is sent to the Company
     by the Bank, or any default, demand, or acceleration under any
     Note or related instrument concerning the Collateral; or

(B)  Non-payment of principal or interest on any other borrowed
     money obligation when due or the holder of such obligation
     declares the obligation due prior to its stated maturity
     unless the obligation is disputed in good faith; or

(C)  Any representation or warranty of the Company in this or any
     other loan document is false; or

(D)  The Company violates any covenant or condition of this or any
     other loan documentation; or

(E)  The Company is unable to pay its business debts as they become
     due or the Company's consolidated financial statement
     indicates an insolvency or deficit net worth; or

(F)  The Company applies for the appointment of a trustee or
     receiver of any part of the assets of the Company or commences
     and proceedings relating to Borrower under any bankruptcy,
     reorganization, arrangement, insolvency, readjustment of debt,
     dissolution, or other liquidation law of any jurisdiction; or

(G)  Any such application, if filed, or any such proceedings are
     commenced against the Company, and the Company indicates its
     approval, consent, or acquiescence; or an order is entered
     appointing such trustee or receiver, or adjudicating the
     Company bankrupt or insolvent, or approving the petition in
     any such proceedings, and such order remains in effect for
     thirty (30) days; or

(H)  A material part of the Company's operations shall cease for a
     period of thirty (30) days, other than temporary or seasonal
     cessations which are simultaneously experienced by other
     companies in the Company's line of business (which, if
     continued, would not have a material adverse effect on the
     Company's operations or financial conditions); or,

(I)  If, in the reasonable opinion of the Bank, there has been a 
     material adverse change in the financial affairs or operating
     condition of the Company or in the value of the Collateral
     which, in the reasonable judgment of Bank, materially imperils
     the Company's ability to repay or secure its obligations to
     the Bank under this Agreement.

                         LAW/JURISDICTION

This Agreement, the loans, and the Note(s) shall be deemed made in
Ohio, and all the rights and obligations of the parties hereunder
shall in all respects be governed by and construed in accordance
with the laws of the State of Ohio, including all matters of
construction, validity, and performance.  Without limitation on the
ability of the Bank to exercise all its rights as to the Collateral
security for any loan or note, or to initiate and prosecute actions
for repayment in any applicable jurisdiction, Bank and Company
agree that any action or proceeding commenced by or on behalf of
the parties relating to this Agreement, the loans, or the Note(s)
shall be commenced and maintained exclusively in courts of
applicable jurisdiction located in Hamilton County, Ohio.

                                   STAR BANK, N.A.


                                   /s/ Edward L. Dwyer

                                   Edward L. Dwyer
                                   Assistant Vice President


Accepted this 1st day of July, 1992

Dataguard Recovery Services, Inc.


By /s/Richard W. Smith
 Richard W. Smith
 President