<PAGE>
                                                               EXHIBIT 10.1
                        THIRD AMENDMENT TO SERVICE AGREEMENT

            THIS THIRD AMENDMENT TO SERVICE AGREEMENT (the "Third Amendment") 
is made effective as of the 1st day of January, 1996 by and between SPS PAYMENT 
SYSTEMS, INC. formerly known as Sears Payment Systems, Inc., ("SPS") and 
MOUNTAINWEST FINANCIAL CORPORATION, formerly known as SCFC ILC Inc. d/b/a 
MountainWest Financial ("MountainWest").

                                   WITNESSETH:

            WHEREAS, MountainWest and SPS entered into a Service Agreement  
dated as of November 1, 1990 and amended as of January 1, 1993 and May 1, 1993 
(collectively, the "Agreement").

            WHEREAS, MountainWest and SPS desire to extend the term of  the 
Agreement.

            NOW, THEREFORE, in consideration of the promises and mutual 
covenants hereinafter set forth and for other good and valuable consideration, 
the receipt and sufficiency of which are hereby acknowledged, MountainWest and 
SPS hereby agree as follows:


            1.    Term.  Paragraph 1, "Term", of the Agreement is deleted in 
its entirety and replaced with the following:

                  The term of this Agreement ("Term") shall be extended  
                  through December 31, 1998 and shall continue thereafter for 
                  consecutive one (1) year periods unless either party 
                  terminates this Agreement as provided herein.  Either party 
                  may terminate this Agreement on January 1, 1997 or on any 
                  subsequent January 1st by giving written notice of 
                  termination to the other party at least one hundred eighty 
                  (180) day prior to the date of termination.

            2.    Exhibit A-1.  Exhibit A-1 as amended is deleted in its 
entirety and replaced with Exhibit A-2 attached hereto.

            3.    Schedule.  Schedule 1 listing Merchants who have signed a 
Merchant Services Agreement is deleted in its entirety and replaced with 
Schedule 2 attached hereto.

            4.    MountainWest grants to SPS the right of first refusal to 
purchase any of the merchant portfolios listed in Schedule 2 to this Third 
Amendment in the event MountainWest desires to sell any portfolio to a third 
party purchaser subject to the  terms and conditions of the existing merchant 
services agreements.  MountainWest shall provide at least a fifteen (15) 
business days notification to SPS prior to entering into an agreement with a 
third party purchaser.  MountainWest will offer SPS the right to purchase any 
portfolio at the same price and terms offered to the third party purchaser 
subject to compliance with any applicable regulations.

            5.    Notice  The address of MountainWest contained in paragraph 8 
is amended to read as follows:

                  MountainWest Financial Corporation
                  280 West 10200 South
                  Sandy, Utah  84070-4154
                  Attn:  Chairman - CEO

            6.    Effective Date of Amendment.  This Third Amendment shall be 
effective as of January 1, 1996.

            7.    Terms.  Capitalized terms, not otherwise defined herein, are 
used in this Third Amendment as they are defined in the Agreement.

<PAGE>
            8     Continued Effect.  Except as specifically amended herein, the 
Agreement shall remain in full force and effect.
The undersigned have executed this Third Amendment through their duly 
authorized officers.

SPS PAYMENT SYSTEMS, INC.                   MOUNTAINWEST FINANCIAL CORPORATION 

By: /s/ Richard F. Atkinson                  By: /s/ Bradley O. McBride 

Title:  SVP - Operations                     Title:  VP/Treasurer