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                                                                   Exhibit 10.10

                            AMENDMENT NO. 2 TO THE
                    MAY & SPEH EMPLOYEE STOCK OWNERSHIP PLAN

     The May & Speh Employee Stock Ownership Plan (the "Plan"), as established 
and originally effective as of October 1, 1988, is hereby amended as follows:

                                      I.

     Section 1.10 of the Plan is amended in its entirety to read as follows, 
effective as of October 1, 1996:

          1.10 "Compensation" with respect to any Participant means such
          Participant's wages as defined in Code Section 3401(a) and all other
          payments of compensation by the Employer (in the course of the
          Employer's trade or business) for a Plan Year for which the Employer
          is required to furnish the Participant a written statement under Code
          Sections 6041(d), 6051(a)(3) and 6052. Compensation must be determined
          without regard to any rules under Code Section 3401(a) that limit the
          remuneration included in wages based on the nature or location of the
          employment or the services performed (such as the exception for
          agricultural labor in Code Section 3401(a)(2)).

               For purposes of this Section, the determination of compensation 
          shall be made by:

                    (a) excluding overtime;
                    (b) excluding commissions;
                    (c) excluding bonuses.

               For a Participant's initial year of participation, Compensation 
          shall be recognized for the entire Plan Year during which such
          Participant began his participation in the Plan.

               In addition to other applicable limitations set forth in the 
          Plan, and notwithstanding any other provision of the Plan to the
          contrary, the annual Compensation of each Employee taken into account
          under the Plan shall not exceed $150,000, as adjusted by the
          Commissioner for increases in the cost of living in accordance with
          Code Section 401(a)(17)(B). The cost of living adjustment in effect
          for a calendar year applies to any period, not exceeding twelve
          months, over which Compensation is determined (determination period)
          beginning in such calendar year. If a










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          determination period consists of fewer than twelve months, the annual
          Compensation limit of this paragraph will be multiplied by a fraction,
          the numerator of which is the number of months in the determination
          period, and the denominator of which is 12.

               Any reference in this Plan to the limitation under Code Section 
          401(a)(17) shall mean the Compensation limitation of $150,000, as
          adjusted if necessary, set forth in this Section 1.10.

               In applying the Compensation limitation, the family group of a 
          Highly Compensated Participant who is subject to the Family Member
          aggregation rules of Code Section 414(q)(96) because such Participant
          is either a "five percent owner" of the Employer or one of the ten
          (10) Highly Compensated Employees paid the greatest "415 Compensation"
          during the year, shall be treated as a single Participant, except that
          for this purpose Family Members shall include only the affected
          Participant's spouse and any lineal descendants who have not attained
          age nineteen (19) before the close of the year. If, as result of the
          above rules, the maximum "annual addition" limit of Section 4.4(a)
          would be exceeded for one or more of the affected Family Members, the
          prorated Compensation of all affected Family Members shall be adjusted
          to avoid or reduce any excess. The prorated Compensation of any
          affected Family Member whose allocation would exceed the limit shall
          be adjusted downward to the level needed to provide an allocation
          equal to such limit. The prorated Compensation of affected Family
          Members not affected by such limit shall then be adjusted upward on a
          pro rata basis not to exceed each such affected Family Member's
          Compensation as determined prior to application of the Family Member
          rule. The resulting allocation shall not exceed such individual's
          maximum "annual addition" limit. If, after these adjustments, an
          "excess amount" still results, such "excess amount" shall be disposed
          of in the manner described in Section 4.5(a) pro rata among all Family
          Members.

               If, in connection with the adoption of this amendment, the 
          definition of Compensation has been modified, then, for Plan Years
          prior to the Plan Year beginning on October 1, 1996, Compensation
          means compensation determined pursuant to the Plan then in effect.


















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                                      II.
 
Section 1.35 of the Plan is amended in its entirety to read as follows, 
effective as of October 1, 1995:

     1.35 "Normal Retirement Age" means a Participant's attainment 
     of the earlier of (a) age sixty-five (65) and (b) age sixty-two 
     (62) and ten (10) Years of Service. A Participant shall become 
     fully Vested in his Participant's Account upon attainment of his 
     Normal Retirement Age.

                                      III.

Section 4.3(b) of the Plan is amended in its entirety to read as follows, 
effective as of October 1, 1996:

     (b) The Employer shall provide the Administrator with all 
     information required by the Administrator to make a proper 
     allocation of the Employer's contributions for each Plan Year. 
     Within a reasonable period of time after the date of receipt 
     by the Administrator of such information, the Administrator 
     shall allocate such contribution to each Participant's
     Account in the same proportion that each such Participant's 
     Compensation for the Plan Year bears to the total Compensation 
     of all Participants for such Plan Year. Notwithstanding anything 
     contained herein to the contrary, for any Plan Year with respect 
     to which forfeited Employer securities described in Code Section 
     415(c)(6)(A) or Employer contributions described in Code Section 
     415(c)(6)(B) (determined without regard to the one-third 
     allocation condition contained in Code Section 415(c)(6)) are being
     allocated to Participants' Accounts, no more than one-third of the 
     Employer contributions made with respect to such Plan Year shall be 
     allocated to Highly Compensated Participants.

          Only Participants who have completed a Year of Service during the 
     Plan Year shall be eligible to share in the discretionary 
     contribution for such Plan Year. Except as provided in Section 
     4.3(h) and Section 4.3(i), Participants who are not actively 
     employed on the last day of the Plan Year shall not share in 
     the allocation of contributions and Forfeitures for that Plan Year.

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                                      IV.
 
Section 4.3(i) is amended in its entirety to read as follows, effective as of
October 1, 1996:

     (i)  Notwithstanding the foregoing, Participants who are not actively
     employed on the last day of the Plan Year due to Total and Permanent
     Disability or death shall share in the allocation of contributions and
     Forfeitures for that Plan Year.

                                      V.

Section 4.3 of the Plan is further amended, as follows, by the addition of a new
Section 4.3(q), effective as of October 1, 1995:

     (q)  Notwithstanding anything contained herein to the contrary, each
     Participant whose Social Security Number is listed on Exhibit A attached
     hereto and incorporated herein by reference shall receive a special
     allocation of shares of Company Stock, as shown on Exhibit A (the "special
     allocation"), for the Plan Year beginning on October 1, 1995, to the extent
     permitted under the Code. For purposes of this special allocation in such
     Plan Year, Company Stock released from the Unallocated Company Stock
     Suspense Account and any other contributions or forfeitures available for
     allocation to Participants' Accounts shall be allocated in the following
     order: first, to replace cash dividends used to repay an Exempt Loan as
     provided in Section 4.3(c); second, to the extent of any remainder, to the
     Participants listed on Exhibit A; and third, to the extent of any
     remainder, to all Participants eligible for an allocation pursuant to any
     other provisions of this Section 4.3. In the event that the total value of
     a Participant's special allocation exceeds the maximum amount allocable to
     him under Code Section 415 for the Plan Year beginning on October 1, 1995,
     would cause the Employer to exceed the maximum amount deductible under Code
     Section 404 for such Plan Year, or would cause any other Code provision to
     be violated, such excess shall be allocated to him in the Plan Year
     beginning on October 1, 1996, and in subsequent Plan Years, if necessary.

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Section 4.4 (e) of the Plan is amended in its entirety to read as follows, 
effective as of September 30, 1996.

     (e)  For purposes of applying the limitations of Code Section 415, the 
"limitation year" shall be the Plan Year. However, the limitations of Code 
Section 415 shall be separately applied to the period beginning on January 1, 
1996 and ending on September 30, 1996 (the "short limitation year"). The dollar 
limitation with regard to such short limitation year shall be reduced as 
provided in Section 4.4(a).

                                     VII.

Section 7.3 of the Plan is amended in its entirety to read as follows, effective
as of October 1, 1995:

     7.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

     In the event of a Participant's Total and Permanent Disability prior to his
Retirement Date or other termination of his employment, all amounts credited to 
such Participant's Account under the Plan shall become 100% Vested as of the 
Anniversary Date coinciding with, or next following, the event of Total and 
Permanent Disability. In accordance with the provisions of Sections 7.5 and 7.6,
the Trustee shall distribute to such Participant all amounts credited to such 
Participant's Account as though he had retired.

                                     VII.

The first paragraph of Section 7.4(a) is amended in its entirety to read as 
follows, effective as of October 1, 1996:

     (a)  The Vested portion of the Participant's Account of a Terminated 
Participant shall remain in a separate account for the Terminated Participant 
and shall share in earnings or losses pursuant to Section 4.3(d) until such time
as a distribution is made to the Terminated Participant.

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                                     IX.
 
The third sentence of the third paragraph of Section 7.4(a) is amended to read 
as follows, effective as of October 1, 1995:

     A distribution to a Terminated Participant shall not include any Company
     Stock acquired with the proceeds of an Exempt Loan until the close of the
     Plan Year in which such loan is repaid in full.

                                      X.

The first sentence of Section 7.6(a) of the Plan is amended to read as follows, 
effective as of October 1, 1995:

     Distribution of a Participant's benefit will be made (1) in whole shares of
     Company Stock to the extent the Participant's Account is invested in Common
     Stock on the distribution date and (2) in cash with respect to the
     remainder of the Participant's Account; provided, however, that if a
     Participant or Beneficiary so demands, such benefit shall be distributed
     solely in Company Stock.

                                      XI.

Section 7.6(c) of the Plan is amended in its entirety to read as follows, 
effective as of October 1, 1995:

     (c) The Trustee will make distributions from the Trust only on instructions
     from the Administrator. A Participant's Account shall be valued for
     distribution as of the Anniversary Date in the Plan Year in which the
     Participant requests a distribution or in which the Administrator
     determines that a distribution may be made without the Participant's
     consent. Notwithstanding anything contained herein to the contrary, all
     distributions pertaining to a Plan Year will be made as soon as
     administratively practicable after the Anniversary Date of such Plan Year.

                                     XII.

     Except as provided herein, the Plan shall remain in full force and effect.

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IN WITNESS WHEREOF, the undersigned duly authorized officer of May & Speh, Inc.
has caused the foregoing Amendment No. 2 to the May & Speh Employee Stock 
Ownership Plan to be executed this 30th day of September, 1996.


                                        May & Speh, Inc.


                                        By: /s/ Willard E. Engel, Jr.
                                           -------------------------------------
                                            Willard E. Engel, Jr.
                                            Vice-President

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