<PAGE>
   
                                                                   Security    
                                                                  Agreement  



_____________________________________________________________________________

                                                        DATE: January 3, 1997
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DEBTOR| SERVICE BUSINESS SYSTEMS, INC. | SECURED| NORWEST BANK
COLORADO, N.A.|
      |                                |  PARTY |                            |
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 BUS. | 11415 WEST I-70 FRONTAGE ROAD  |ADDRESS | 12601 WEST 32ND AVE.       |
  OR  | NORTH                          |        |                            |
 RES. |                                |        |                            | 
 ADD. |                                |        |                            |
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CITY, | WHEAT RIDGE, CO 80033          | CITY,  | WHEAT RIDGE, CO 80033-5252 |
STATE |                                | STATE, |                            |
&     |                                | &      |                            |
ZIP   |                                | ZIP    |                            |
CODE  |                                | CODE   |                            |
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   1.  Security Interest and Collateral.  To secure the payment and 
performance of each and every debt, liability and obligation of every type 
and description which Debtor may now or at any time hereafter owe to Secured 
Party (whether such debt, liability or obligation now exists or is hereafter 
created or incurred, whether it is currently contemplated by the Debtor and 
Secured Party, whether any documents evidencing it refer to this Security 
Agreement, whether it arises with or without any documents (e.g. obligations 
to Secured party created by checking overdrafts), and whether it is or may be
 direct or indirect, due to become due, absolute or contingent, primary or 
secondary, liquidated or unliquidated, or joint, several or joint and 
several; all such debts, liabilities and obligations being herein 
collectively referred to as the "Obligations").  Debtor hereby grants Secured
Party a security interest (herein called the "Security Interest"0 int he 
following property (herein called the "Collateral) (check applicable boxes 
and complete information):

   (a)    INVENTORY:
      All Inventory of Debtor, whether now owned or hereafter acquired and 
      wherever located:

   (b)    EQUIPMENT, FARM PRODUCTS AND CONSUMER GOODS:
      All equipment of Debtor, whether now owned or hereafter acquired, 
      including but not limited to all present and future machinery, 
      vehicles, furniture, fixtures, manufacturing equipment, farm machinery 
      and equipment, shop equipment, office and recordkeeping equipment, 
      parts and tools, and the goods described in any equipment schedule or
      list herewith or hereafter furnished to Secured Party by Debtor (but 
      no such schedule or list need be furnished in order for the security 
      interest granted herein to be valid as to all of Debtor's equipment).
      All farm products of Debtor, whether now owned or hereafter acquired, 
      including but not limited to all poultry and livestock and their young,
      products thereof and produce thereof, all crops, whether annual or 
      perennial and the products thereof, and all feed, seed, fertilizer, 
      medicines and other supplies used or produced by Debtor in farming
      operations, and any crop insurance payments and any government farm 
      support payments, including any diversion or deficiency payments.  The 
      real estate concerned with the above described crops growing or to be 
      grown is:____________________________________________________________
      _____________________________________________________________________    
                                                                        
      and the name of the record owner is:_________________________________
      The following goods or types of goods:_______________________________
      _____________________________________________________________________

   (c)      ACCOUNTS AND OTHER RIGHTS TO PAYMENT:
      Each and every right of Debtor to the payment of money, whether such 
      right to payment now exists or hereafter arises, whether such right to 
      payment arises out of a sale, lease or other disposition of goods or 
      other property by Debtor, out of a rendering of services by Debtor, 
      out of a loan by Debtor, out of the overpayment of taxes or other
      liabilities of Debtor, or otherwise arises under any contract or 
      agreement, whether such right to payment is or is not already earned 
      by performance, and howsoever such right to payment may be evidenced, 
      together with all other rights and interests (including all liens and 
      security interests) which Debtor may at any time have by law or
      agreement against any account debtor or other obligor obligated to 
      make any such payment or against any of the property such account 
      debtor or other obligor;o all including but not limited to all present 
      and future debt instruments, chattel papers, accounts, loans and 
      obligations receivable and tax refunds.
      ______________________________________________________________________
      ______________________________________________________________________

   (d)     GENERAL INTANGIBLES:
      All general intangibles of Debtor, whether now owned or hereafter 
      acquired, including, but not limited to, applications for patents, 
      patients, copyrights, trademarks, trade secrets, good will, tradenames,
      customers' lists, permits and franchises, and the right to use Debtor's
      name.

together with all substitutions and replacements for and products of any of 
the foregoing property not constituting consumer goods and together with 
proceeds of any and all of the foregoing property and, in the case of all 
tangible Collateral, together with all accessions and, except in the case of 
consumer goods, together with (i) all accessories, attachments, parts, 
equipment and repairs now or hereafter attached or affixed to or used in 
connection with any such goods, and (ii) all warehouse receipts, bills of 
lading and other documents of title now or hereafter covering such goods.

 2.  Representations, Warranties and Agreements.  Debtor represents, 
     warrants and agrees that:

   (a)  Debtor is  an individual,  a partnership,  a corporation and, if 
        Debtor is an individual, the Debtor's residence is at the address of 
        Debtor shown at the beginning of this Agreement.

   (b)  The Collateral will be used primarily for  personal, family or 
        household purposes;  farming operations;  business purposes.

   (c)  if any part or all of the tangible Collateral will become so related 
        to particular real estate as to become a fixture, the real estate 
        concerned is:_______________________________________________________ 
        ____________________________________________________________________
        and the name of the record owner is:________________________________

   (d)  Debtor's chief executive office is located at:______________________
        or, if left blank, at the address of Debtor shown at the beginning of
        this Agreement.

  THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON THE
REVERSE SIDE
                 HEREOF, ALL OF WHICH ARE MADE A PART HEREOF.

NORWEST BANK COLORADO, N.A.                       SERVICE BUSINESS SYSTEM, INC
  Secured Party's Name                                   Debtor's Name
BY(Signature)     /s/Frank L. Cummings                /s/Donald V. Warriner
(Name and Title)  Frank L.Cummings                    Donald V. Warriner
                  AVP                                 President and CEO
      


<PAGE>
                          ADDITIONAL PROVISIONS

 3.  Additional Representations, Warranties and Agreements.  
     Debtor represents, warrants and agrees that:
     ------------------------------------------------------

   (a)  Debtor has (or will have all the time Debtor acquires rights in 
Collateral hereafter arising) absolute title to each item of Collateral free 
and clear of all security interests, liens and encumbrances, except the 
Security interest, and will defend the Collateral against all claims or 
demands of all persons other than Secured Party.  Debtor will not sell or 
otherwise dispose of the Collateral or any interest thereon without the prior 
written consent of Secured Party, except that, until the occurrence of an 
Event of Default and the revocation by Secured Party or Debtor's right to do 
so.  Debtor may sell any inventory constituting Collateral to buyers in the 
ordinary course of business and use and consume any farm products 
constituting Collateral in Debtor's farming operation.  If Debtor is a 
corporation, this Agreement has been duly and validly authorized by all 
necessary corporate action, and, if Debtor is a partnership, the partner(s) 
executing this Agreement has (have) authority to act for the partnership.

   (b)  Debtor will not permit any tangible Collateral to be located in any 
state (and, if county filing is required, in any county) in which a financing
statement covering such Collateral is required to be, but has not in fact 
been, titled in order to perfect the Security interest.

   (c)  Each right to payment and each instrument, document, chattel paper 
and other agreement constituting or evidencing Collateral is (or will be when
arising or issued) the valid, genuine and legally enforceable obligation, 
subject to no defense, set-off or counterclaim (other than those arising in 
the ordinary course of business) of the account debtor or other obligor named
therein or in Debtor's records pertaining thereto as being obligated to pay 
such obligation.  Debtor will neither agree to any material modification or 
amendment nor agree to any cancellation of any such obligation without 
Secured Party's prior written consent, and will not subordinate any such 
right to payment to claims or other creditors of such account debtor or other
obligor.

   (d)  Debtor will keep all tangible Collateral in good repair, working 
order and condition, normal depreciation excepted, and will, from time to 
time, replace any worn, broken or defective parts thereof; promptly pay all 
taxes and other governmental charges levied or assessed upon or against any 
Collateral or upon or against the creation, perfection or continuance of the 
Security interest; keep all Collateral free and clear of all security 
interests, liens and encumbrances except the Security interest; at all 
reasonable times, permit Secured Party or its representatives to examine or 
inspect any Collateral, wherever located, and to examine, inspect and copy 
Debtor's books and records pertaining to the Collateral and its business and 
financial condition and to discuss with account debtors and other obligors 
requests for verifications of amounts owed to Debtor; keep accurate and 
complete records pertaining to the Collateral and pertaining to Debtor's 
business and financial condition and submit to Secured Party such periodic 
reports concerning the Collateral and Debtor's business and financial 
condition as Secured Party may from time to time reasonably request; 
promptly notify Secured Party of any loss of or material damage to any 
Collateral or of any adverse change, known to Debtor, in the prospect of 
payment of any sums due or on under any instrument, chattel paper, or 
account constituting Collateral; if Secured Party at any time so requests 
(whether the request is made before or after the occurrence of an Event of 
Default), promptly deliver to Secured Party any instrument, document or 
chattel paper constituting Collateral, duly endorsed or assigned by Debtor; 
at all times keep all tangible Collateral insured against risks of fire 
(including so-called extended coverage), theft, collision (in case of 
Collateral consisting of motor vehicles) any such other risks and in such 
amounts as Secured Party may reasonably request, with any loss payable to 
Secured Party to the extent of its interest; from time to time execute such 
financing statements as Secured Party may reasonably require in order to 
protect the Security interest and, if any Collateral consists of a motor 
vehicle, execute such documents as may be required to have the Security 
Interest properly noted on a certificate of title; pay when due or reimburse 
Secured Party on demand for all costs of collection of any of the Obligations
and all other out-of-pocket expenses (including in each case all reasonable 
attorneys' fees) incurred by Secured Party in connection with the creation, 
perfection, satisfaction, protection, defense or enforcement of the Security 
Interest or the creation, continuance, protection, defense or enforcement of 
this Agreement or any or all of the Obligations, including expenses incurred 
in any litigation or bankruptcy or insolvency proceedings; execute, deliver 
or endorse any and all instruments, documents, assignments, security 
agreements and other agreements and writings which Secured Party may at any 
time reasonably request in order to secure, protect, perfect or enforce
the Security Interest and Secured Party's rights under this Agreement; not 
use or keep any Collateral, or permit it to be used or kept, for any 
unlawful purpose or in violation of any federal, state or local law,
statute or ordinance; permit Secured Party at any time and from time to time 
to send requests (both before and after the occurrence of an Event of 
Default) to account debtors or other obligors for verification of amounts 
owed to Debtor; and not permit any tangible Collateral to become part of or 
to be affixed to any real property without first assuring to the reasonable 
satisfaction of Secured Party that the Security interest will be prior and 
senior to any interest or lien then held or thereafter acquired by any 
mortgagee of such real property or the owner or purchaser of any interest 
therein.  If Debtor at any time fails to perform or observe any agreement 
contained in this Section 3(d), and if such failure shall continue for a 
period of ten calendar days after Secured Party gives Debtor written notice 
thereof (or, in the case of the agreements contained in clauses (viii) and 
(ix) of this Section 3(d), immediately upon the occurrence of such failure, 
without notice or lapse of time), Secured Party may (but need not) perform or
observe such agreement on behalf and in the name, place and stead of Debtor 
(or, at Secured Party's option, in Secured Party's own name) and may (but 
need not) take any and all other actions which Secured Party may reasonably 
deem necessary to cure or correct such failure (including, without 
limitation, the payment of taxes, the satisfaction of security interests, 
liens, or encumbrances, the performance of obligations under contracts or 
agreements with account debtors or other obligors, the procurement and 
maintenance of insurance, the execution of financing statements, the 
endorsement of instruments, and the procurement of repairs, transportation or
insurance); and, except to the extent that the effect of such payment would 
be to render any loan or forbearance of money usurious or otherwise illegal 
under any applicable law, Debtor shall thereupon pay Secured Party on demand 
the amount of all moneys expended and all costs and expenses (including 
reasonable attorneys' fees) incurred by Secured Party in connection with or 
as a result of Secured Party's performing or observing such agreements or 
taking such actions, together with interest thereon from the date expended or
incurred by Secured Party at the highest rate then applicable to any of the 
Obligations.  To facilitate the performance or observance by Secured Party of
such agreements of Debtor, Debtor hereby irrevocably appoints ()which 
appointment is coupled with an interest) Secured Party, or its delegate, as 
the attorney-i-fact of Debtor with the right (but not the duty) from time to 
time to create, prepare, complete, execute, deliver, endorse or file, in
the name and on behalf of Debtor, any and all instruments, documents, 
financing statements, applications for insurance and other agreements and 
writings required to be obtained, executed, delivered or endorsed by Debtor 
under this Section 3 and Section 4.


 4.  Lock Box, Collateral Account.  If Secured Party so requests at any time 
(whether before or after the occurrence of an Event of Default), Debtor will 
direct each of its account debtors to make payments due under the relevant 
account or chattel paper directly to a special lock box to be under the 
control of Secured Party.  Debtor hereby authorizes and directs Secured Party
to deposit into a special collateral account to be established and maintained
with Secured Party all checks, drafts and cash payments, received in said 
lock box.  All deposits in said collateral account to the payment of the 
Obligations in such order of application as Secured Party may determine or 
permit Debtor to withdraw all or any party of the balance on deposit in said 
collateral account.  If a collateral account is so established, Debtor agrees
that it will promptly deliver to Secured Party, for deposit into said 
collateral account, all payments on accounts and chattel paper received by 
it.  All such payments shall be delivered to Secured Party in the form 
received (except for Debtor's endorsement where necessary).  Until so 
deposited, all payments on accounts and chattel paper received by Debtor 
shall be held in trust by Debtor for and as the property of Secured Party 
and shall not be commingled with any funds or property of Debtor.


 5.  Collection Rights of Secured Party.  Notwithstanding Secured Party's 
rights under Section 4  With respect to any and all debt instruments, 
chattel papers, accounts, and other rights to payment constituting Collateral 
(including proceeds), Secured Party may, at any time (both before and after 
the occurrence of an Event of Default) notify any account debtor, or any 
other person obligated to pay any amount due, that such chattel paper, 
account, or other right to payment has been assigned or transferred to 
Secured Party for security and shall be a paid directly to Secured Party.  
If Secured Party so requests at any time, Debtor will so notify such account 
debtors and other obligors in writing and will indicate on all invoices to 
such account debtors or other obligors that the amount due is payable 
directly to Secured Party.  At any time after Secured Party or Debtor gives 
such notice to an account debtor or other obligor, secured Party may (but 
need not) in its own name or in Debtor's name, demand, sue for, collect or
receive any money or property at any time payable or receivable on account 
of, or securing, any such chattel paper, account, or other right to payment, 
or grant any extension to, make any compromise or settlement with or 
otherwise agree to waive, modify, amend or change the obligations (including 
collateral obligations) of any such account debtor or other obligor.


 6.  Assignment of Insurance.  Debtor hereby assigns to secured Party, as 
additional security for the payment of the Obligations, any and all moneys 
(including but not limited to proceeds of insurance and refunds of unearned 
premiums) due or to become due under, and all other rights of Debtor under 
or with respect to, any and all policies of insurance covering the 
Collateral, and Debtor hereby directs the issuer of any such policy to pay 
any such moneys directly to Secured Party.  Both before and after the 
occurrence of an Event of Default, Secured Party may (but need not) in its 
own name or in Debtor's name, execute and deliver proofs of claim, receive 
all such moneys, endorse checks and other instruments representing payment of
such moneys, and adjust, litigate, compromise or release any claim against
the issuer of any such policy.


 7.  Events of Default.  Each of the following occurrences shall constitute 
an event of default under this Agreement (herein called "Event of Default"): 
Debtor shall fail to pay any or all of the Obligations when due or (if 
payable on demand) on demand, or shall fail to observe or perform any 
covenant or agreement herein binding on it; 
(i) any representation or warranty by Debtor set forth in this Agreement or 
made to Secured Party in any financial statements or reports submitted to 
Secured Party by or on behalf of Debtor shall prove materially false or 
misleading; a garnishment, summons or a writ of attachment shall be issued 
against or served upon the Secured Party for the attachment of any property 
of the Debtor or any indebtedness owing to Debtor; Debtor or any guarantor of
any Obligation shall (A) be or become insolvent (however defined); or (B) 
voluntarily file or have filed against it involuntarily, a petition under 
the United States Bankruptcy Code; or (C) if a corporation, partnership, or 
organization be dissolved or liquidated or if a partnership suffer the death 
of a partner or, if an individual, die; or (D) go out of business; or Secured
Party shall in good faith believe that the prospect of due and punctual 
payment of any or all of the Obligations is impaired.


 8.  Remedies upon Event of Default.  Upon the occurrence of an Event of 
Default under Section 7 and at any time thereafter, Secured Party may 
exercise any one or more of the following rights and remedies: declare all 
unmatured Obligations to be immediately due and payable, and the same shall 
thereupon be immediately due and payable, without presentment or other notice
or demand; exercise and enforce any or a all rights and remedies available 
upon default to a secured party under the Uniform Commercial Code, including 
but not limited to the right to take possession of any Collateral, proceeding
without judicial process or by judicial process (without a prior hearing or 
notice thereof, which Debtor hereby expressly waives), and the right to sell,
lease or otherwise dispose of any or all of the Collateral, and in connection 
therewith, Secured Party may require Debtor to make the Collateral available 
to Secured Party at a place to be designed by Secured Party which is 
reasonably convenient to both parties, and if notice to Debtor of any 
intended disposition of Collateral or any other intended action is required 
by law in a particular instance, such notice shall be deemed commercially 
reasonable if given (in the manner specified in Section 10) at least 10 
calendar days prior to the date of intended disposition or other action; 
exercise or enforce any or all other rights or remedies available to Secured 
Party by law or agreement against the Collateral, against Debtor or against 
any other person or property.  Upon the occurrence of the Event of Default 
described in Section 7(iv)(B), all Obligations shall be immediately due
and payable without demand or notice thereof.  Secured Party is hereby 
granted a nonexclusive, worldwide and royalty-free license to use or 
otherwise exploit all trademarks, trade secrets, franchises, copyrights
and patents of Debtor that Secured Party deems necessary or appropriate to 
the disposition of any Collateral.


 9.  Other Personal Property.  Unless at the time Secured Party takes 
possession of any tangible Collateral, or within seven days thereafter, 
Debtor gives written notice to Secured Party of the existence of any goods, 
paper or other property of Debtor, not affixed to or constituting a part of 
such Collateral, but which are located or found upon or within such 
Collateral, describing such property.  Secured Party shall not be responsible 
or liable to Debtor for any action taken or omitted by or on behalf of 
Secured Party with respect to such property without actual knowledge of the 
existence of any such property or without actual knowledge that it was 
located or to be found upon or within such Collateral.


 10. Miscellaneous.  This Agreement does not contemplate a sale of accounts 
or chattel paper.  Debtor agrees that each provision whose box is checked is 
part of this Agreement.  This Agreement can be waived, modified, amended, 
terminated or discharged, and the Security Interest can be released, only 
explicitly in a writing signed by Secured Party.  A waiver signed by Secured 
Party shall be effective only in the specific instance and for the specific 
purpose given.  Mere delay or failure to act shall not preclude the exercise 
or enforcement of any of Secured Party's rights or remedies.  All rights and 
remedies of Secured Party shall be cumulative and may be exercised singularly 
or concurrently at Secured Party's option, and the exercise or enforcement of
any one such right or remedy shall neither be a condition to nor bar the 
exercise or enforcement of any other.  All notices to be given to Debtor 
shall be deemed sufficiently given if delivered or mailed by registered or 
certified mail, postage prepaid, to Debtor at its address set forth 
above or at the most recent address shown on Secured Party's records.  
Secured Party's duty of care with respect to Collateral in its possession 
(as imposed by law) shall be deemed fulfilled if Secured Party exercises 
reasonable care in physically safekeeping such Collateral or, in the case of 
Collateral in the custody or possession of a bailee or other third person, 
exercises reasonable care in the selection of the bailee or other third 
person, and Secured Party need not otherwise preserve, protect, insure or 
care for any Collateral.  Secured Party shall not be obligated to preserve 
any rights Debtor may have against prior parties, to realize on the 
Collateral at all or in any particular manner or order, or to apply any cash 
proceeds of Collateral in any particular order of application.  This 
Agreement shall be binding upon and inure to the benefit of Debtor and 
Secured Party and their prospective heirs, representatives, successors and 
assigns and shall take effect when signed by Debtor and delivered to Secured
Party, and Debtor waives notice of Secured Party's acceptance hereof.  
Secured Party may execute this Agreement if appropriate for the purpose of 
timing, but the failure of Secured Party to execute this Agreement shall not 
affect or impair the validity or effectiveness of this Agreement.  A carbon, 
photographic or other reproduction of this Agreement or of any financing 
statement signed by the Debtor shall have the same force and effects as the 
original for all purposes of a financing statement.  Except to the extent 
otherwise required by law, this Agreement shall be governed by the internal 
laws of the state named as part of Secured Party's address above.  If any 
provision or application of this Agreement is held unlawful or unenforceable 
in any respect, such illegality or unenforceability shall not affect other
provisions or applications which can be given effect and this Agreement 
shall be construed as if the unlawful or unenforceable provision or 
application had never been contained herein or prescribed hereby. Any 
representations and warranties contained in this Agreement shall survive the 
execution, delivery and performance of this Agreement and the creation and 
payment of the Obligations.  If this Agreement is signed by more than one 
person as Debtor, the term "Debtor" shall refer to each of them separately 
and to both or all of them jointly: all such persons shall be bound both 
severally and jointly with the other(s), and the Obligations shall include 
all debts, liabilities and obligations owed to Secured Party by any Debtor 
solely or by both or several or all Debtors jointly or jointly and severally,
and all property described in Section 1 shall be included as part of the 
Collateral, whether it is owned jointly by both or all Debtors or is owned in
whole or in part by one (or more) of them.