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                                                              EXHIBIT 10.3
                              SERVICE AGREEMENT


     This AGREEMENT is dated as of this 1st day of September, 1996, by and 
between SPS PAYMENT SYSTEMS, INC., a Delaware corporation ("SPS"), and NOVUS 
SERVICES, INC., a Delaware corporation ("Company").

                                 WITNESSETH:

     WHEREAS, SPS provides an accounts receivable system (the "SPS System") and 
credit services, including credit review, credit card processing, 
authorization, collection and other appropriate services ("Services") to 
clients; and

     WHEREAS, COMPANY desires to have SPS provide access to the SPS System and 
perform certain of such Services for Company.

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

     1.  Term.  The term of this Agreement shall commence as of the date first 
written above, and shall continue until September 1, 1999, if the minimum 
volume of 369,051 Gross Active Accounts ("Minimum Volume") is achieved during 
the first year of the Agreement ("Initial Term"), provided that if such Minimum 
Volume is not achieved during the first year, the period of the Initial Term 
will be extended to a date which is two (2) years after the Minimum Volume is 
first achieved.  For purposes of this Agreement, a "Gross Active Account"  
means any account serviced which at any time during a billing cycle had a 
balance or a debit or credit activity.  Thereafter, this Agreement shall 
continue in effect for additional one (1) year periods ("Subsequent Term(s)") 
unless either party shall give written notice of termination to the other party 
at least ninety (90) days' prior to the expiration of the Initial Term or any 
Subsequent Term(s).  SPS' Services will be provided for Company's portfolios of 
accounts ("Programs").  Company may remove Accounts or Programs from the SPS 
System after the Minimum Volume has been sustained for at least two (2) years. 
 Both parties shall use their best efforts, and will exercise good faith, to 
ensure that the deconversion of Programs from the SPS System occurs in a 
gradual and orderly manner so as not to unduly affect the operations of either 
party.  It is agreed that certain assets which are integral to any Program 
which are listed on Exhibit B, shall be assigned to Company without any payment 
for such assignment.  During the first three (3) years of this Agreement, 
without Company's consent, such consent not to be unreasonably withheld, SPS 
will not provide Services for Programs for any third party direct competitor of 
Company, as long as Company meets the original Annual Projected Volumes of 
Ending Gross Active Accounts set forth in Exhibit H.

     2.  Services.  During the Term, SPS, through its employees or any 
independent contractor SPS may retain, shall provide Services by performing, in 
accordance with applicable federal and state laws, rules and regulations, the 
Services described in subparagraphs A through F of this Paragraph 2 and Exhibit 
A as the Company may request.  Further, SPS shall provide system support and 
development services requested by Company to modify the SPS System to 
accommodate certain applications and enhancements.  The price for development 
services and the scope of such work shall be agreed to by the parties prior to 
SPS' initiation of any development work.  The Company is solely responsible for 
the contents of any required cardholder disclosures and the determination of 
all credit service charges, including but not limited to, any finance charge 
rates and minimum amounts, delinquency charges, collection charges, attorneys' 
fees, insurance premiums, or any other charges or fees associated with the 
granting of credit by the Company to its customers, except for system 
calculation of Company's required credit service charges.  SPS agrees that it 
shall perform the Services in accordance with the applicable performance 
standards described in the Service Level Agreement as Exhibit C which is 
attached hereto and incorporated herein.
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          A.   General Services

               (i)    Create and maintain in coordination with Company, a 
policy and procedures manual relating to Services to be provided ("Policy and 
Procedures Manual").

               (ii)   Provide real time updates to Company's own authorization 
system in order to enable Company to utilize its own system to obtain 
authorizations.

               (iii)  Process transactions made by Company's cardholders.

               (iv)   Receive sales, returns, and payment data from Company in 
a mutually agreed upon format for updating the accounts receivable.

               (v)    Pass an account activity file to Company, in a form 
satisfactory to the Company and consistent with SPS' program parameters, which 
will enable Company to prepare monthly statements.  The file may vary according 
to the specifications required for each Program.

               (vi)   Provide monthly updates of the status of the Company's 
customer accounts to up to four (4) credit bureaus which are designated in 
writing by the  Company.

               (vii)  Provide SPS' standard daily, weekly and monthly reports 
as set forth in Exhibit D.  From time to time, Company may request that SPS 
develop custom reports for Company.  SPS shall provide Company with the price 
for development of such custom reports and Company shall provide to SPS written 
authorization to develop such reports prior to initiation of SPS development.

          B.Credit Approval Services

               (i)  Provide and implement a procedure by which customer credit 
approval or rejection decisions for pending applications would normally be made 
by SPS in accordance with Company guidelines within two (2) days of receipt 
from Company, incorporating in such procedures a mechanism for review of 
rejected accounts in accordance with guidelines developed by the Company.

               (ii)  Utilize point scoring systems or models developed by SPS 
and approved by Company or provided by Company or their agents, on which the 
credit approval or rejection decision is based.

               (iii) Based on information from applications, SPS will create an 
embossing file including the name of the accountholder, the joint accountholder 
and any authorized users of the account, and any other mutually agreed upon 
information.

               (iv)  Any credit cards provided by SPS to Company's 
accountholders shall be delivered in accordance with Company's fraud prevention 
procedures mutually agreed upon between Company and SPS.

          C.   Collection Services

               Provide collection services utilizing SPS' standard collection 
procedures as set forth in Exhibit F as may be amended from time to time upon 
agreement of the parties. Collection services shall be provided in accordance 
with the policies and procedures as set forth in the Service Level Agreement.  
Notwithstanding the above, SPS shall be responsible for violations of 
applicable federal or state debt collection laws, except to the extent that 
such violations resulted from policies or procedures required by or 
specifically approved in writing by NOVUS.

          D.   Customer Services

               (i)  Provide telephone service for and handle cardholder 
inquiries and requests with respect to account activity twenty-four (24) hours 
per day, seven (7) days per week, which occurs on or after the date as of which 
SPS commences the performance of Services hereunder.
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               (ii) Handle customer inquiries in accordance with mutually 
agreed upon procedures and standards as set forth in the Service Level 
Agreement.

          E.   Fraud Investigation Services

               Provide fraud investigation services utilizing mutually agreed 
               upon policies and procedures.

          F.   Information Technology Support Services

               Provide Information Technology Support Services as set forth in 
               Exhibit G.

3.   Service Standards and Penalties.

          A.   Service Standards

               The parties acknowledge that the terms of this Agreement shall 
               be supplemented by the Service Level Agreement.

          B.   Penalties - Three Consecutive Months

               If SPS fails to comply with the requirements contained in the  
               Service Level Agreement with regard to a Service, the following 
               shall apply:

          (i)  beginning the fourth consecutive calendar month of SPS' failure 
to comply, the price of the Service for the non-complying Service shall be 
reduced by ten percent (10%), retroactive to the first month of the non-
compliance; and

          (ii) beginning the fifth consecutive calendar month of SPS' failure 
to comply, the price of the Service for the non-complying Service that month 
shall be reduced by twenty percent (20%); and

          (iii)beginning the sixth consecutive calendar month of SPS' failure 
to comply, the price of the Service for the non-complying Service shall be 
reduced by thirty percent (30%) for the sixth calendar month and all subsequent 
months of non-compliance; and

          (iv) beginning the seventh consecutive calendar month of SPS' failure 
to comply, Company, in its sole discretion, shall have the right, upon prior 
written notice to SPS, to do either or both of the following: (a) continue to 
apply the penalty pricing as described in subsection 3(B) above, and/or (b) 
remove the Service.  The penalty price described above shall continue to apply 
until Company removes the Service described in the preceding sentence or until 
SPS cures the non-compliance as described in Section 3(C) below.  Company and 
SPS may mutually agree upon the return of such Service to SPS.

          C.   Cure

          If SPS cures its non-conformance with the Service Level Agreement 
during the calendar month following the imposition of a penalty as described in 
subsection 3(B) above, then beginning with such calendar month, the price, as 
set forth in Exhibit A attached hereto, shall again apply for the Service which 
complies with the Service Level Agreement.  However, if the Service that was 
cured, again becomes non-complying during the calendar month immediately 
following the month in which the non-compliance was cured, it shall be deemed 
that no cure occurred and the penalty in effect previously shall resume at its 
prior level.
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          D.   Penalties - Six of Twelve Months

          If SPS fails to comply with the requirements contained in the Service 
Level Agreement with regard to any Service, as set forth in subsection (B) 
above, for six (6) months during any rolling twelve (12) month period, Company, 
in its sole discretion, shall have the right, upon prior written notice to SPS, 
to remove the Service.  Company and SPS may mutually agree upon the return of 
such Service to SPS.

          E.   Penalty - Critical Error

               (i)  SPS acknowledges and agrees that a Critical Error by SPS in 
the provision of certain Services may be highly detrimental to Company's 
relationship with Company's external client(s).  The term "Critical Error"  as 
used herein shall mean any failure by SPS to comply with the critical function 
requirements ("Critical Function Requirements") as described in the Service 
Level Agreement.

               (ii)  SPS and Company agree that if a Critical Error occurs and 
if SPS, or its agents, had exclusive control over the factors causing such 
Critical Error, then Company, in its sole discretion, shall have the right, 
upon written notice to SPS to (a) remove the affected Service or an entire 
Program, if Company reasonably determines that such removal is necessary; or 
(b) withhold payment from SPS for that portion of the Service that failed to 
comply with the Critical Function Requirements.

          F.   Right of Offset

          In the event SPS fails after fifteen (15) days written notice to 
reimburse Company for the amount of the applicable penalties, as set forth in 
this Section 3, then Company may offset or reduce any future amounts to SPS by 
the amount of the applicable penalty.

          G.   Variances in Projections

          The foregoing penalties other than for Critical Errors as described 
above shall not apply to the extent that the failure to comply with the Service 
Level Agreement is caused by variations in excess of twenty percent (20%) in 
projected volumes required to be provided under Section 4 hereunder.

          H.   Volume Projections

          Each month Company shall provide to SPS projections for the next 
three (3) months of each item listed in Exhibit I.  Any projections requiring 
incremental increases of more than 50,000 Gross Active Accounts in a given 
month will require at least ninety (90) days advance notice. Further, at least 
ninety (90) days prior to each calendar year of this Agreement, or as soon as 
Company's annual business plan is finalized, Company shall provide to SPS a 
projection of each item listed in Exhibit E.  In the event Company has not 
achieved the Minimum Volume prior to the end of the third year of this 
Agreement, the monthly projected volumes beginning month thirty-seven (37) and 
thereafter throughout the Initial Term of this Agreement shall be no less than 
the Minimum Volume.
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     4.  Fees and Payments.

         A.    Services and Supply Fees

         During the contract year which commences September 1, 1996, the fees 
for the Services which SPS will provide directly, as well as the fees charged 
to SPS for the related services and supplies SPS will procure from other 
providers and for which the Company will reimburse SPS shall be the amounts set 
forth opposite the description of each service or supply in the attached 
Exhibit A designated "Pricing For Services and Supplies," which is hereby made 
a part of this Agreement.  Each month during the term of the Agreement, SPS 
shall charge Company the fee for the actual volume of Services in accordance 
with Exhibit A.  If the actual number of Gross Active Accounts as of month-end 
is at least 80% of the number of Gross Active Accounts projected for such 
month-end on Exhibit I, no additional fees relating to Gross Active Accounts 
will be charged for such month.  If the actual number of Gross Active Accounts 
is less than 80% of the projected number of Gross Active Accounts, an 
additional fee will be charged under the following formula:

         [(The fee for actual volume of services divided by the    
         number of actual Gross Active Accounts as of month-end) 
         times 66%] times [(80% of the number of Gross Active 
         Accounts projected for such month-end) minus the number of 
         actual Gross Active Accounts as of month-end]

         During any subsequent contract year, SPS may increase the fees for 
Services which SPS will provide directly as of the beginning of a contract year 
(i) to account for differences between actual experience and the assumptions 
set forth in Attachments I and II to Exhibit A which are attached hereto and 
incorporated herein, and (ii) for Active Account Handling fees, Collection 
Account fees and Cardmember Inquiry fees set forth on Exhibit A only to the 
extent of sixty-six (66%) of the actual percentage increases in the Employment 
Cost Index for the preceding twelve (12) month period as reported by the U.S. 
Department of Labor, Bureau of Labor Statistics.  SPS will provide Company 
sixty (60) days' prior written notice of any such increase in fees.

         Subject to ten (10) days' prior written notice to the Company, SPS may 
at any time increase the fees for the reimbursable services or supplies SPS 
procures on behalf of the Company by the amount of any increase in the charge 
for such Services.  SPS shall provide notice of such price increases to Company 
within ten (10) days after SPS receives notice of a price increase from the 
servicer or supplier of such reimbursable services or supplies.  Before SPS 
procures any of the services or supplies described in Exhibit A for which the 
Company must reimburse SPS, SPS shall notify the Company in writing of the 
prices at which such services or supplies are to be procured and, if the 
Company does not desire to have SPS procure such services or supplies at the 
quoted prices, the Company must so advise SPS in writing within thirty (30) 
days after the date of the SPS notice.  SPS shall provide evidence of its costs 
for reimbursable services or supplies.

         SPS may, without prior notice, charge the Company additional amounts 
incurred by SPS due to increases in U.S. postal rates. 

         B.  Payment

         SPS shall bill the Company on a monthly basis for Services rendered in 
the previous month.  Each invoice shall be accompanied by appropriate 
supporting detail as agreed upon by SPS and the Company.  The Company shall pay 
such invoice within thirty (30) days of the date of such invoice.  In the event 
Company has a bona fide dispute concerning any item contained on an invoice, 
Company shall advise SPS in writing of the basis for the dispute within twenty 
(20) days after receipt of the invoice.  The parties will then meet in an 
attempt to resolve the dispute prior to the payment due date.

         C.  Most-Favored Nations Pricing

         The Fee for each of the Services set forth in Section I of Exhibit A 
shall be no greater than those fees charged to other Third Party clients of SPS 
for similar services taking in account similar volumes, assumptions and 
economics.  For purposes of this Agreement, "Third Parties"  shall mean a party 
that is not controlled by SPS or is not a corporate affiliate or subsidiary of 
either Company or SPS.
<PAGE>
     5.  Internal Control Review Report and Company's Operations and Regulator 
Review.  At Company's request, but no more frequently than annually, SPS shall 
provide Company with a report prepared by its firm of independent certified 
public accountants in accordance with applicable audit reporting standards, on 
the internal accounting controls of SPS.  Such review shall be completed at 
SPS' expense and shall be performed in accordance with the AICPA Audit Guide on 
Audits of Service-Center-Produced Records.  Further, Company employees may, 
upon reasonable request as to scope and frequency, visit SPS Operation centers 
to review applicable records and observe the Services performed for Company by 
SPS.  Further, upon reasonable notice, SPS shall permit appropriate federal or 
state regulators to review applicable Company records and observe the Services 
performed for Company by SPS.

     6.  Force Majeure.  SPS shall not be liable to the Company nor the Company 
to SPS for any failure, inability, or delay in performing its obligations 
hereunder if such failure, inability, or delay arises for reasons beyond the 
control and without the fault of the other party.  By way of example, but not 
limitation, such causes may include acts of war, strike, fire, explosion, 
sabotage, accident, or casualty.

     In the event of a delay in performance or non-performance at one or more 
of SPS' processing units, SPS shall provide a backup service at another SPS 
processing unit, and SPS shall be responsible for any additional telephone 
charges incurred.

     7.  Warranties and Representations.

         A.  The Company represents and warrants that it is free, as of the 
date it signs this Agreement, or will be free, as of the date of commencement 
of the Term, of any contractual obligation that would prevent the Company from 
entering into this Agreement, and that SPS' offer to provide Services in no way 
caused or induced the Company to breach any contractual obligations.

         B.  SPS represents and warrants that it has the right to provide 
Services to the Company under the provisions of this Agreement.

         C.  SPS makes no representations, warranties or guarantees, express or 
implied, including without limitation any warranties of merchantability or 
fitness for intended use, other than the express representations, warranties 
and guarantees contained in this Agreement. 

     8.  Liability and Indemnification.

         A.  SPS shall protect, defend, hold harmless and indemnify the Company 
from and against any and all claims, actions, liabilities, losses, costs and 
expenses arising out of SPS', its employees', agents', and contractors' 
negligence performance of the obligations called for by this Agreement, 
provided, that SPS' obligation to indemnify the Company for such negligent 
performance shall be limited to:

             (i)    The actual cost of processing or reprocessing to correct 
any such negligent performance;

             (ii)   The actual income lost by the Company resulting directly 
from the negligent performance; and

             (iii)  Third party claims arising from SPS acts or omissions in 
providing Services hereunder to the extent such claims do not involve acts or 
omissions of Company, or obligations and responsibilities of Company under this 
Agreement.

          In no event shall SPS' liability to Company exceed the amount of 
insurance that would be paid under the general liability insurance or other 
policies in effect for actions or omissions of SPS under such policy.  For 
matters not covered under such policies, SPS' entire liability to Company under 
this Agreement will not exceed one million ($1,000,000) dollars.

In addition, SPS shall not be liable to the Company or its customers 
for any claims, damages, losses or expenses arising out of the performance of 
the Services called for by this Agreement to the extent such claims, damages, 
<PAGE>
losses or expenses are due to causes that are in whole or in part beyond the 
control of  SPS.

          B.  SPS shall not be liable for and the Company shall protect, 
defend, hold harmless and indemnify SPS, its employees, agents and contractors 
from and against any and all claims, actions, liabilities, losses, costs and 
expenses that may arise out of SPS' performance of the Services called for in 
this Agreement, to the extent such loss, damage, action, liability, expense or 
claim is caused by the negligence of the Company, its employees, agents or 
subcontractors, or the Company's customers except to the extent such loss, 
damage or expense is caused by the negligence of SPS or otherwise beyond the 
control of Company.

     9.   Contingency Planning.

          Services will be implemented in accordance with the SPS Contingency 
Plan, a copy of which will be provided to Company.

     10.  Notice.  Any notice required to be given hereunder by either party to 
the other shall be given in writing by personal delivery or certified mail, 
return receipt requested, and shall be effective when received.  Every such 
notice shall be addressed, if to SPS, to:

          SPS Payment Systems, Inc.
          2500 Lake Cook Road
          Riverwoods, Illinois  60015
          Attn:  Controller

with a copy to:

          SPS Payment Systems, Inc.
          2500 Lake Cook Road      
          Riverwoods, Illinois  60015
          Attn:  President

and, if to the Company, to:

          NOVUS Services, Inc.
          2500 Lake Cook Road
          Riverwoods, Illinois 60015
          Attn: Vice President and Controller

     11.  Confidential Nature of Data.

          A.  SPS recognizes the confidentiality of all data and documents 
related to Services provided hereunder to the Company and its customers and 
agrees to exercise the same standard of care in the protection of said 
information as it uses to protect its own confidential information.  SPS shall 
provide and take all necessary or appropriate security precautions to ensure 
that access to such data and documents shall be available only to those persons 
required to perform the Services hereunder and only to the extent necessary for 
them to perform their work.  SPS shall be authorized to release any information 
concerning such data and documents to any independent contractor SPS shall 
retain in connection with SPS' performance with this Agreement but only to the 
extent necessary for such contractors to perform work hereunder and only to 
those independent contractors which are under similar obligations of 
confidentiality.  SPS shall not sell any such data and documents or disclose 
the information contained therein, except as expressly provided herein.  SPS 
shall comply with any and all file safekeeping, recordkeeping, and data back-up 
procedures that may be required by applicable law or the Company in connection 
with its performance of this Agreement.  Neither SPS not its agents or 
employees shall divulge or communicate to any unauthorized third party any 
information concerning such data and documents unless so required by law or so 
directed by an authorized officer of the Company.
<PAGE>

          B.  The Company recognizes the confidentiality of all confidential 
information regarding SPS' business practices designated as confidential by SPS 
that it may learn as a result of this Agreement and agrees to exercise the same 
standard of care in the protection of said information as it uses to protect 
its own confidential information.  The Company shall comply with any and all 
file safekeeping, recordkeeping, and back-up procedures that may be required by 
applicable law in connection with its performance of this Agreement.

          C.  Upon termination of this Agreement, SPS shall promptly return to 
the  Company, if requested, the following Company data, which shall be and 
remain the property of the Company:

              (i)   Cardholder master tape files;

              (ii)  Merchant master tape files;

              (iii) Agent master tape files; and

              (iv)  Computer-produced reports which reflect activity during the 
ninety (90) day period immediately prior to termination of the Agreement or the 
written request. 

          SPS shall cooperate with the Company to transfer the Company accounts 
receivable processing back to the Company or to a new servicing organization.  
Upon the return of any such Company data, and the transfer of processing, SPS 
shall submit an invoice to the Company for the cost incurred by SPS in 
returning such Company data and coordinating the transfer.  Such cost will be 
limited to reasonable out of pocket expenses and direct time and materials 
cost.  The Company shall pay any such invoice within thirty (30) days of the 
date of such invoice.

     12.  Independent Contractor Relationship.  SPS shall perform all services 
hereunder as an independent contractor, and nothing contained herein shall be 
deemed to create any association, partnership, joint venture or relationship of 
principal and agent, or employer and employee, between the parties hereto or to 
provide any party with the right power or authority, whether express or 
implied, to create any such duty or obligation on behalf of the other party.

     13.  Change in Control.  Notwithstanding any other provision of this 
Agreement, Company may terminate this Agreement upon ninety (90) days' prior 
written notice if SPS is no longer controlled by Dean Witter, Discover & Co. 
and controlling interest of SPS is assumed by a competitor of Company.  For 
purposes of this Agreement, the term "competitor"  shall mean an entity which 
issues bank cards, charge cards or affinity card which are for universal 
acceptance and general use (e.g., not private label cards).

     14.  General Conditions.

          A.  The validity, construction and performance of this Agreement 
shall be governed by the laws of the State of Illinois.

          B.  All provisions contained in this Agreement shall extend to and be 
binding upon the parties and their respective successors and assigns.  This 
Agreement can be modified only in writing and may not be assigned by either 
party without the prior written consent of the other party, which consent will 
not be unreasonably withheld.

          C.  Each paragraph and provision of this Agreement is severable from 
the entire Agreement, and if one provision thereof is declared invalid, the 
remaining provisions shall nevertheless remain in effect.

          D.  This document constitutes the entire Agreement between SPS and 
the Company with respect to the Services to be performed by SPS, and no 
representation or statement not contained in this Agreement shall be binding 
upon SPS as a warranty or otherwise.  This Agreement may not be amended, 
changed, modified or altered except in writing, signed by both parties.  This 
Agreement constitutes the entire understanding between the parties and 
supersedes all previous Agreements and negotiations, whether written or oral, 
respecting the subject matter thereof.
<PAGE>
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed 
as of the date first above written.

SPS PAYMENT SYSTEMS, INC.                    NOVUS SERVICES, INC.

By:/s/ Robert L. Wieseneck                   By:/s/ William P. O'Hara

Title: President                             Title: Sr. Vice President