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: