Exhibit 10.12

	SUBLEASE AND SERVICES AGREEMENT


This Sublease and Services Agreement (the "Agreement") is made as 
of the 1st day of June, 1997, between Seafield Capital Corporation, a 
Missouri corporation ("Seafield") and SLH Corporation, a Kansas 
corporation ("SLH").

WHEREAS, the parties hereto determined that it is desirable to 
terminate that certain Facilities Sharing and Interim Services 
Agreement dated as of February 28, 1997, by and between Seafield and 
SLH (the "Interim Services Agreement"), effective as of May 31, 1997;

WHEREAS, in connection with the termination of the Interim 
Services Agreement, Seafield no longer has any employees; and

WHEREAS, certain accounting and administrative requirements of 
Seafield can more cost effectively be performed by personnel of SLH 
than by outside third parties; and

WHEREAS, employees of SLH have adequate time available to perform 
the required accounting and administrative functions for Seafield; and

WHEREAS, Seafield desires to sublease a small space from SLH for 
the storage of Seafield records; and

WHEREAS, SLH has available the amount of space desired by 
Seafield, which space SLH does not require for its own purposes;

NOW, THEREFORE, in consideration of the premises and mutual 
covenants herein made, the parties hereto agree as follows:

1.	Termination of Interim Services Agreement.  SLH and Seafield 
hereby agree that the Interim Services Agreement shall be 
terminated and shall have no further force or effect, effective 
as of May 31, 1997.

2.	Sublease.  SLH does hereby sublease to Seafield a space 
approximately 12 feet by 12 feet in size within the premises 
being leased by SLH, constituting Suite 260 in the office 
building at 5000 West 95th Street, Shawnee Mission, Kansas 66207. 
 The subject space shall be separate from the space utilized by, 
and shall not itself by utilized by, SLH during the term of this 
sublease, but the parties understand that the space being sublet 
to Seafield is not secured and can be accessed by personnel from 
SLH.  The term of the sublease respecting said space shall be 
identical to the term of SLH's lease of Suite 260, including any 
extensions or renewals thereof.


3.	Services.  SLH hereby agrees to perform all of 
those accounting and administrative services requested 
by Seafield which are of a nature that would have been 
performed by Seafield employees if Seafield were to 
have those employees it had prior to the effective date 
of this Agreement.  Seafield recognizes that SLH 
employees must also perform accounting and 
administrative functions for SLH and SLH shall be 
entitled to use reasonable discretion in determining 
the allocation of time by SLH employees when services 
are requested by Seafield and at the same time required 
by SLH.

4.	Consideration.  In consideration of the space 
sublet to Seafield hereunder and in consideration of 
the services to be provided by SLH hereunder, Seafield 
shall pay to SLH the sum of Seventy-Five Thousand 
Dollars ($75,000.00) annually.

5.	Term.  The effective date of this Agreement shall 
be June 1, 1997.  The term of the sublease arrangement 
shall be as set forth in Section 1 hereof.  The term of 
the remainder of this Agreement shall be one year; 
provided that the term shall automatically renew for 
additional one year periods unless either party shall 
notify the other not less than sixty (60) days prior to 
the end of the then-current term.

6.	Miscellaneous.  This Agreement shall be governed 
by the internal laws of the State of Kansas.  The 
Agreement may not be amended except by writing signed 
by both parties.

IN WITNESS WHEREOF, the parties hereto have signed this 
Agreement as of the date first above written.

SEAFIELD CAPITAL CORPORATION


By:	
Name:	
Title:	

SLH CORPORATION


By:	
Name:	
Title: