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                   COLLATERAL ACCOUNT AGREEMENT

                         January 3, 1997


Norwest Business Credit, Inc.
1740 Broadway
Denver, Colorado 80274-8625

Re:  Account No. 312-8003425 maintained by Norwest Bank Colorado, N.A. (the 
"Bank")

Ladies and Gentlemen:

          SERVICE BUSINESS SYSTEMS, INC., a Colorado corporation (the 
"Client"), and the Bank are writing to confirm that they have agreed as 
follows:

      1.  The Client will deposit in the referenced Account (the "Collateral 
Account") all collections of receivables and other cash proceeds of the 
collateral security granted to Norwest Business Credit, Inc., a Minnesota 
corporation (the "Lender").

      2.  The Collateral Account will be operated and maintained exclusively 
for the Lender's benefit.  The Client shall have no right to make or 
countermand withdrawals from the Collateral Account.

      3.  The Client hereby pledges to and grants the Lender a security 
interest in all funds on deposit in the Collateral Account from time to time 
and all proceeds thereof, to secure payment of all of the Client's 
obligations to the Lender whether now existing or hereafter arising.

      4.  After allowing two days for collection of items deposited in the 
Collateral Account, the Client shall instruct the Bank to transmit good funds
in the amount of the deposit to Norwest Bank Minnesota, National Association,
ABA No. 091000019, for the Lender's account, account no. 635-5010459.

      5.  If any item deposited in the Collateral Account is returned unpaid,
the Bank will so notify the Client.

      6.  The Client hereby grants the Bank the right to charge its general 
operating account, account no. 312-8003409 maintained by the Client with the 
Bank for any item deposited in the Collateral Account which is returned 
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unpaid.  The Bank, however, shall have no right to charge or offset amounts 
in the Collateral Account for items returned unpaid.  Without limiting the
generality of the foregoing, the Bank hereby waives any right of setoff it 
may have with respect to the Collateral Account.

     This Agreement shall be governed by and construed in accordance with the
substantive laws (other than conflict laws) of the State of Colorado.  Each 
party consents to the personal jurisdiction of the state and federal courts 
located in the State of Colorado in connection with any controversy related 
to this Agreement, waives any argument that venue in any such forum is not 
convenient, and agrees that any litigation initiated by any of them in 
connection with this Agreement shall be venued in either the Colorado state 
courts of general jurisdiction located in the City and County of Denver, 
Colorado, or the United States District Court, District of Colorado.  The
parties waive any right to trial by jury in any action or proceeding based 
on or pertaining to this Agreement.  This Agreement may be executed in any 
number of counterparts, each of which shall be an original, but all of which 
together shall constitute one instrument.

     The Client may not terminate this Agreement without obtaining the 
Lender's prior written consent.  The Bank may not terminate this Agreement 
without 60 days' prior written notice  to the Lender.  The Lender may 
terminate this Agreement at any time, with or without cause.

          This Agreement shall be enforceable against the Client and the Bank 
by the Lender and the Lender's participants, successors and assigns.  The 
Client and the Bank waive notice of the Lender's acceptance hereof.

                                         SERVICE BUSINESS SYSTEMS, INC.

BY(Signature)                            /s/Donald V. Warriner
(Name and Title)                         Donald V. Warriner,
                                         President and CEO

                                         NORWEST BANK COLORADO, N.A.

BY(Signature)                            /s/Frank L. Cummings
(Name and Title)                         Frank L. Cummings                  
                                         AVP
                                   2
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Accepted:

NORWEST BUSINESS CREDIT, INC.

BY(Signature)                           /s/Greg Glessman
(Name and (Title)                       Greg Glessman
                                        Vice President





























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