Exhibit 10(b)


                              TAX SHARING AGREEMENT

                                     Between

                          SEAFIELD CAPITAL CORPORATION

                                       and

                                 SLH CORPORATION






































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                                TABLE OF CONTENTS

ARTICLE I         PREPARATION AND FILING OF TAX RETURNS......................2
                  1.1      General Rules.....................................2
                  1.2      Pre-Distribution Period Tax Returns...............2
                  1.3      Post-Distribution Period Tax Returns..............4

ARTICLE II                 DEFICIENCIES AND REFUNDS OF TAXES.................4
                  2.1      Definition of Final Determination.................4
                  2.2      Payment of Deficiencies by SLH....................4
                  2.3      Payment of Refunds to SLH.........................5

ARTICLE III                TAX AUDITS, TRANSACTIONS AND OTHER MATTERS........6
                  3.1      Tax Audits and Controversies......................6
                  3.2      Retention of Books and Records....................7
                  3.3      Cooperation Regarding Tax Matters.................7
                  3.4      Survival of Agreement.............................8

ARTICLE IV                 MISCELLANEOUS.....................................9
                  4.1      Severability......................................9
                  4.2      Modification of Agreement.........................9
                  4.3      Conflict with Other Agreements....................9
                  4.4      Notices...........................................9
                  4.5      Application to Present and Future Subsidiaries....10
                  4.6      Term..............................................10
                  4.7      Titles and Headings...............................10
                  4.8      Singular and Plural...............................10
                  4.9      Governing Law.....................................10
                  4.10     Counterparts......................................10




<PAGE>















                              TAX SHARING AGREEMENT

         THIS TAX SHARING AGREEMENT (the "Agreement") is made as of February 28,
1997 by Seafield Capital Corporation,  a Missouri corporation ("Seafield"),  and
SLH Corporation, a Kansas corporation ("SLH").

         WHEREAS, SLH is a newly-formed corporation to which Seafield has on the
date hereof  transferred  certain  assets,  subject to certain  liabilities,  in
exchange  for 100  percent  of the issued and  outstanding  common  stock of SLH
(which  common stock is the only issued and  outstanding  capital stock of SLH);
and

         WHEREAS,  the assets  transferred by Seafield to SLH on the date hereof
include 100 percent of the outstanding  capital stock of BMA Resources,  Inc., a
Missouri corporation,  and 100 percent of the outstanding capital stock of Scout
Development Corporation, a Missouri corporation which itself owns 100 percent of
the capital stock of Scout  Development  Corporation  of New Mexico,  a Missouri
corporation  and 100 percent of the capital stock of Carousel  Apartment  Homes,
Inc.  ("Carousel")  (SLH, BMA Resources,  Inc., Scout  Development  Corporation,
Scout  Development  Corporation  of New  Mexico  and  Carousel  are  hereinafter
collectively the "SLH Group"); and

         WHEREAS, Seafield and SLH have contemporaneously  herewith entered into
a Distribution Agreement (the "Distribution Agreement") pursuant to which all of
the issued and outstanding common stock of SLH is to be distributed effective as
of the  close of  business  on the date  hereof  (the  "Distribution  Date")  by
Seafield  to  the  holders  of  its  common  stock  on a  pro  rata  basis  (the
"Distribution"); and

         WHEREAS,  the parties  hereto  desire to provide for the payment of tax
liabilities  and  entitlement  to tax  refunds for the  taxable  periods  ending
before, on, and after the Distribution Date, to allocate  responsibility for and
provide  for  cooperation  in the  preparation  and filing of tax  returns  with
respect to such  taxable  periods,  and to provide  for  certain  other  related
matters;

         NOW, THEREFORE,  Seafield, on behalf of itself and its present, former,
and  future  subsidiaries,  other than  members of the SLH Group as  hereinafter
defined (the "Seafield Group"),  and SLH, on behalf of itself and the SLH Group,
in  consideration  of the premises and the mutual  covenants  contained  herein,
acknowledge and agree as follows:








<PAGE>
                                    ARTICLE I
                      PREPARATION AND FILING OF TAX RETURNS
         1.1      General Rules.

                  (a) Certain Definitions.  For purposes of this Agreement:  the
term  "Taxes"  shall  mean all  forms of  taxation  and  shall  include  without
limitation income, alternative minimum, superfund, sales, use, ad valorem, gross
receipts, franchise, transfer, recording,  withholding,  employment, excise, and
occupation taxes, together with any related interest,  penalties,  and additions
to tax, or additional  amounts,  imposed by any governmental  authority upon the
Seafield  Group,  the SLH  Group,  or any of  their  respective  members  or any
combination  thereof;  the term "Tax" shall mean any of the Taxes;  and the term
"Tax Return" shall mean any return,  filing,  questionnaire,  or other  document
required  by law to be filed,  including  any  amendment  and refund  claim that
constitutes  an amendment to any of the foregoing  that is required or permitted
to be filed, for any period with any  governmental  authority or other person in
connection  with any Taxes (whether or not a payment is required to be made with
respect to such filing).

                  (b) Preservation of Accounting Methods and Tax Elections.  All
Tax Returns  filed by any member of the  Seafield  Group or by any member of the
SLH Group  after the  Distribution  Date shall be prepared on a basis which does
not have an adverse effect on the elections,  accounting  methods,  conventions,
closing  agreements,  and principles of taxation used in any Tax Return filed by
any such  person for any  taxable  period  ending on or before the  Distribution
Date,  and shall be filed on a timely  basis by the party  responsible  for such
filing under this Agreement.

                  (c) Decisions Regarding Tax Returns. Subject to the provisions
of this Agreement,  all decisions  relating to the preparation and filing of Tax
Returns and  relating to the  handling of any audit or other  review of such Tax
Returns by any  governmental  authority  shall be made in the sole discretion of
the party responsible under this Agreement for such filing.

         1.2      Pre-Distribution Period Tax Returns.

                  (a)  Continued  Effectiveness  of Prior  Seafield  Tax Sharing
Agreement. The parties acknowledge that Seafield, its subsidiaries,  and members
of the SLH Group are  parties to a Tax Sharing  Agreement  dated as of August 1,
1990 (the  "Prior Tax  Agreement").  Notwithstanding  the change in the  federal
income tax consolidated group of which Seafield is the common parent corporation
that results from the  Distribution  (and similar  changes that may result under
state or local law),  the Prior Tax Agreement  shall  continue in full force and
effect after the  Distribution  Date with  respect to all Tax Returns  otherwise
subject to the  provisions  of such Prior Tax  Agreement  that  relate to fiscal
periods  beginning  before the  Distribution  Date. The Prior Tax Agreement,  as
modified, amplified, and supplemented by this Agreement, shall be interpreted in
accordance with

                                       2
<PAGE>
the past  practices  under such  agreement of the parties  thereto.  The parties
acknowledge  that, in accordance  with the preceding  provisions of this Section
1.2(a), Seafield shall be responsible for and shall pay all Federal income Taxes
arising as a result of the Distribution.

                  (b)  Performance  of Parties  Under Prior Tax  Agreement.  SLH
shall  cause each  member of the SLH Group to  perform on a timely  basis all of
such  member's  obligations,  if any,  under  the Prior Tax  Agreement  and,  in
addition,  shall promptly  provide to Seafield upon request all information that
Seafield may reasonably  request from time to time (including tax  computations,
reconciliations of book and taxable incomes,  and other similar information that
SLH or a member of the SLH Group must affirmatively  prepare) that may be needed
by  Seafield  to file Tax  Returns  or  otherwise  perform  under  the Prior Tax
Agreement or to monitor the  performance of any other party under such contract.
Seafield shall itself and shall cause each other member of the Seafield Group to
perform on a timely basis all of its or such member's obligations, respectively,
under the Prior Tax Agreement and shall promptly provide to SLH upon request all
information  that SLH may  reasonably  request from time to time relating to the
Tax liability of any member of the Seafield  Group or the SLH Group with respect
to a Tax Return that is subject to the  provisions of the Prior Tax Agreement or
to the performance under such contract of any of the parties thereto.

                  (c) Tax  Returns  Not  Governed  by Prior Tax  Agreement.  For
purposes of the preceding  Sections 1.2(a) and (b) (i.e., for purposes of filing
Tax Returns and paying  Taxes  pursuant  to the Prior Tax  Agreement  for fiscal
periods beginning prior to the Distribution Date),  paragraph 7 of the Prior Tax
Agreement  is hereby  modified to refer to and include all  municipal  and state
Taxes with  respect to which  combined,  consolidated,  or unitary  reporting is
permissible,  rather than merely  referring to and including state income Taxes.
All Tax Returns other than the Tax Returns  described in Section  1.2(a) and the
preceding  sentence  which  include or are filed with respect to a member of the
Seafield Group or the SLH Group for periods  beginning  before the  Distribution
Date shall be filed by the member of the Seafield Group or the SLH Group, as the
case may be, that is required to file such return by law.

                  (d)  Carryback  of  Tax  Attributes.   For  purposes  of  this
Agreement:  the term "Tax Attribute" shall mean any net operating loss,  capital
loss,  or tax  credit  allowed  by the  Internal  Revenue  Code  of  1986 or any
successor  thereto and the  regulations  promulgated  thereunder (the "Code") or
equivalent  state statute or local  ordinance;  and the term "Tax Benefit" shall
mean the amount of the decrease in Taxes resulting from any increase or decrease
in any item including, but not limited to, any item of income or deduction, gain
or  loss,  or tax  credit.  If any  member  of the SLH  Group  shall  have a Tax
Attribute that can only be utilized on a consolidated,  combined, or unitary Tax
Return filed by Seafield  for a fiscal year  beginning  before the  Distribution
Date,  then Seafield  shall promptly upon SLH's request (and upon SLH furnishing
to Seafield all information  relevant to such Tax Attribute) file an amended Tax
Return for such fiscal year reporting

                                        3
<PAGE>
such Tax Attribute and shall pay to such member of the SLH Group the Tax Benefit
attributable to such Tax Attribute, all in accordance with the provisions of the
Prior Tax  Agreement;  provided,  Seafield  may  withhold  from such payment and
retain for itself a reasonable  fee to  compensate it for the effort and expense
incurred by it in filing such amended Tax Return. If any member of the SLH Group
shall  have a Tax  Attribute  that can be  utilized  either  on a  consolidated,
combined,  or unitary Tax Return filed by Seafield  for a fiscal year  beginning
before the  Distribution  Date or on a Tax Return for a fiscal year beginning on
or after the  Distribution  Date, then such Tax Attribute may be carried back to
the  earlier  fiscal  period's  Tax Return (in  accordance  with the  procedures
described in the preceding  sentence) if Seafield and SLH mutually so agree, and
if not then the SLH Group member may utilize the Tax Attribute only on the later
fiscal period's Tax Return.

                  (e)  Apportionment  of Tax Attributes.  If all or a portion of
any  Tax  Attribute   arising  in  any  taxable  period   beginning  before  the
Distribution  Date is  apportioned  to a tax year of any member of the SLH Group
beginning on or after the  Distribution  Date pursuant to any  provisions of the
Code (or equivalent state or local law or regulation), then SLH shall retain the
Tax Benefit related to the Tax Attribute so apportioned.

         1.3 Post-Distribution Period Tax Returns. All Tax Returns and Taxes for
periods beginning on or after the Distribution Date shall be the  responsibility
of the  Seafield  Group if such Tax  Returns or Taxes are  legally  due from the
Seafield  Group  and  shall be the  responsibility  of the SLH Group if such Tax
Returns or Taxes are legally due from the SLH Group.

                                   ARTICLE II
                        DEFICIENCIES AND REFUNDS OF TAXES

         2.1 Definition of Final  Determination.  For purposes of this Agreement
the term "Final  Determination" shall mean the final resolution of liability for
any Tax for a taxable  period:  (i) by Internal  Revenue  Service  ("IRS")  Form
870-AD (or any  successor  forms  thereto)  on the date of  acceptance  by or on
behalf  of  the  IRS,  or  by  a  comparable   form  under  the  laws  of  other
jurisdictions;  (ii) by a decision,  judgment, decree, or other order by a court
of  competent  jurisdiction  which has become final and  unappealable;  (iii) by
closing  agreement or accepted offer in compromise under Section 7121 or 7122 of
the Code, or comparable agreement under the laws of other jurisdictions; (iv) by
any  allowance  of a refund or credit in respect of an  overpayment  of Tax, but
only  after the  expiration  of all  periods  during  which  such  refund may be
recovered (including by way of offset) by the Tax-imposing jurisdiction;  or (v)
by any other final  disposition,  including by reason of the  expiration  of the
applicable statute of limitations or by mutual agreement of the parties.

     2.2 Payment of  Deficiencies by SLH. The provisions of this Section 2.2 are
intended to amplify the provisions of paragraph 6 of the Prior Tax Agreement. If
a Final

                                        4
<PAGE>



Determination  is made that  results  in any  adjustments  to any Tax  Return of
Seafield  in which any member of the SLH Group is included  for taxable  periods
beginning before the Distribution Date, then to the extent that such adjustments
result in a greater Tax for such SLH Group member or any  Seafield  Group member
(in either case without regard to any offsetting adjustments to other members of
the  Seafield  Group),  such  member of the SLH Group  shall be liable  for such
increase in Taxes. If any member of the SLH Group shall have

any  liability as a result of this Section 2.2, SLH shall pay to Seafield,  hold
Seafield harmless, and indemnify Seafield for any such Tax liability, costs, and
attorneys  fees, and the amount thereof shall be paid by SLH to Seafield  within
15 days of the receipt by SLH of written notice of such liability, together with
a computation of the amount due and supporting  documentation  in such detail as
SLH may reasonably request to verify the computation of the amount due. Any such
required  payment  not made  within such 15-day  period  shall  thereafter  bear
interest until paid at the then most recently published rate of interest charged
by the IRS on income tax deficiencies pursuant to Code section 6621(a)(2).

         2.3 Payment of Refunds to SLH. The  provisions  of this Section 2.3 are
intended  to amplify  further  the  provisions  of  paragraph 6 of the Prior Tax
Agreement.  If a Final  Determination is made that results in any adjustments to
any Tax Return of Seafield in which any member of the SLH Group is included  for
taxable periods beginning before the Distribution  Date, then to the extent that
such  adjustments  decrease the Tax liability  attributable to any member of the
SLH Group and result in a Tax Benefit to Seafield or any member of the  Seafield
Group  (without  regard to any  offsetting  adjustments  to other members of the
Seafield Group),  then Seafield shall remit to SLH any refunds of Taxes received
by or credited to it as a result of the adjustments  attributable to a member of
the SLH Group.  Seafield shall pay any amounts due from it to SLH as a result of
this Section 2.3 within 15 days of its receipt of the relevant  refund or credit
from the IRS or any state or other  governmental  unit,  as the case may be. Any
such required  payment not made within such 15-day period shall  thereafter bear
interest  until paid at the then most recently  published  rate at which the IRS
pays interest on tax refunds pursuant to Code section 6621(a)(1).  Such payments
shall  be  accompanied  by a  computation  of  the  amount  due  and  supporting
documentation  in such  detail  as SLH may  reasonably  request  to  verify  the
computation of the amount due. Anything herein to the contrary  notwithstanding,
except as  provided  in this  Section  2.3,  no member of the SLH Group shall be
entitled  to any payment or benefit as a result of the receipt of any Tax refund
received by any member of the Seafield Group except to the extent such refund is
attributable  to the  overpayment  of  estimated  Taxes by the SLH  Group or any
member thereof.



                                        5

<PAGE>
                                   ARTICLE III
                   TAX AUDITS, TRANSACTIONS AND OTHER MATTERS

         3.1      Tax Audits and Controversies.

                  (a) Federal, State, or Local Income or Franchise Taxes. Except
as otherwise  provided in this Section 3.1,  Seafield  shall have the  exclusive
authority and  obligation  to represent  each member of the SLH Group before the
IRS or any other  governmental  agency or  authority  or before  any court  with
respect to any matter affecting the federal, state, or local income or franchise
Tax  liability of any member of either the  Seafield  Group or the SLH Group for
any Tax period beginning  before the  Distribution  Date, in each such case: (i)
allowing  representatives of the SLH Group, including without limitation outside
counsel and  consultants,  to  participate  in good faith in all respects in all
such Tax proceedings  affecting any member of the SLH Group;  and (ii) acting in
the best interests of both the Seafield Group and the SLH Group.

                  Such representation  shall include but shall not be limited to
exclusive  control over: (i) any response to any examination of federal,  state,
or local income or franchise  Tax  Returns;  and (ii) any contest or  litigation
through a Final  Determination  of any issue  included  in any Tax  Return  that
includes a member of the  Seafield  Group,  including  but not  limited  to: (A)
whether and in what forum to conduct such  contest;  and (B) whether and on what
basis to settle such  contest,  except  that  Seafield  shall not without  SLH's
consent settle any claim,  suit,  action,  or proceeding in respect of which any
member  of the SLH Group may incur  any then  known  (by  Seafield)  future  Tax
liability,  or in respect of which indemnity for federal, state, or local income
or franchise Taxes may be sought hereunder  against SLH or any member of the SLH
Group,  which consent shall not be  unreasonably  withheld.  Seafield shall give
timely  notice  to  SLH of any  inquiry,  the  assertion  of any  claim,  or the
commencement of any suit,  action,  or proceeding in respect of which any member
of the SLH Group may incur any then known (by Seafield)  future Tax liability or
in respect of which  indemnity for federal,  state, or local income or franchise
Taxes may be sought  under this  Agreement  against SLH or any member of the SLH
Group  and shall  give SLH such  information  with  respect  thereto  as SLH may
reasonably request.

                  Anything in this Section 3.1 or elsewhere in this Agreement to
the contrary  notwithstanding,  if SLH contests or litigates any federal, state,
or local  income or  franchise  tax issue in any forum,  SLH shall pay and shall
indemnify and hold  harmless each member of the Seafield  Group from any and all
costs,  expenses,  and/or  liabilities of any type or nature  including  without
limitation,  any federal income tax liability  (including interest and penalties
thereon),  that are  incurred by or imposed  upon  Seafield or any member of the
Seafield  Group which Seafield or such Seafield Group member would not otherwise
have incurred.

     (b) Other Taxes. Except as otherwise provided in this Section 3.1, the

                                        6
<PAGE>
party responsible for filing any Tax Return (other than federal, state, or local
income or franchise Tax Returns) pursuant to Section 1.2(c) hereof shall, at its
own  expense,  have the  exclusive  authority  to  represent  each member of the
Seafield Group and the SLH Group before any governmental  agency or authority or
before any court with respect to any matter  affecting  the Tax liability of any
member  of  either  the  Seafield  Group  or the SLH  Group  for any Tax  period
beginning   before   the   Distribution   Date  in  each  case:   (i)   allowing
representatives  of the other group to participate in good faith in all respects
in all such Tax  proceedings  affecting any member of the other group;  and (ii)
acting in the best interests of both the Seafield Group and the SLH Group.

                  Such representation  shall include but shall not be limited to
exclusive  control over: (i) any response to any examination by the governmental
authority  of  such  Tax  Returns;   and  (ii)  any  contest   through  a  Final
Determination  of any issue included in any Tax Return that includes a member of
the SLH Group or the Seafield  Group,  including but not limited to: (A) whether
and in what forum to conduct such contest;  and (B) whether and on what basis to
settle such contest,  except that  Seafield or any member of the Seafield  Group
shall not settle any claim,  suit,  action,  or  proceeding  in respect of which
indemnity  for such Taxes may be sought  hereunder  against SLH or any member of
the SLH Group without  SLH's  consent,  which consent shall not be  unreasonably
withheld,  and except  that SLH or any member of the SLH Group  shall not settle
any claim,  suit,  action,  or proceeding in respect of which indemnity for such
Taxes may be sought  hereunder  against  Seafield or any member of the  Seafield
Group  without  Seafield's  consent,  which  consent  shall not be  unreasonably
withheld.

         3.2  Retention  of Books and Records.  SLH and Seafield  each agrees to
retain and preserve in accessible and reproducible form all Tax Returns, related
schedules, and workpapers,  and all accounting and computer records (in whatever
media) and other documents relating thereto (collectively, the "Tax Documents"),
existing  on the date  hereof or  created  through  or with  respect  to taxable
periods  ending on or before the  Distribution  Date until the later of: (a) the
expiration of the statute of limitations  (including  extensions) of the taxable
years to which such Tax Returns and Tax  Documents  relate;  or (b) December 31,
2006.  No Tax  Documents  shall be destroyed or otherwise  disposed of by either
Seafield  or SLH (or any  member  of their  respective  groups)  until the party
intending  to make such  disposition  has given the other party at least 30 days
advance notice thereof, whereupon the party receiving such notice shall have the
right, at its own expense, to take possession of such Tax Documents.

         3.3      Cooperation Regarding Tax Matters.

                  (a) SLH's Obligations.  In addition to any obligations imposed
pursuant to the  Distribution  Agreement,  SLH and each other  member of the SLH
Group shall fully cooperate with Seafield and its  representatives,  in a prompt
and timely manner,  in connection  with the  preparation  and filing of, and any
inquiry, audit,  examination,  investigation,  dispute, or litigation involving,
any Tax Return filed or required to be filed
                                         7

<PAGE>
by or for any member of the  Seafield  Group for any  taxable  period  beginning
before the Distribution  Date. Such cooperation shall include but not be limited
to making available to Seafield during normal business hours, and within 30 days
of any request therefor, all Tax Documents, books, records, and information, and
the assistance of all officers and employees,  necessary or useful in connection
with any Tax inquiry, audit, examination, investigation, dispute, litigation, or
other matter.

                  SLH agrees on behalf of itself  and each  other  member of the
SLH Group to execute and deliver to Seafield, when so requested by Seafield, any
power of attorney that may be necessary or appropriate to allow Seafield and its
counsel  to  represent  SLH or such SLH Group  member in any  controversy  which
Seafield shall have the right to control pursuant to the terms of Section 3.1 of
this Agreement.

                  (b)  Seafield's  Obligation.  Except as otherwise  provided in
this   Article  III,   Seafield   shall  fully   cooperate   with  SLH  and  its
representatives,  in  a  prompt  and  timely  manner,  in  connection  with  the
preparation and filing of, and any inquiry, audit,  examination,  investigation,
dispute, or litigation  involving,  any Tax Return filed or required to be filed
pursuant  to  Section  1.2(c)  by or for  any  member  of the  SLH  Group.  Such
cooperation  shall include but not be limited to making  available to SLH during
normal business hours,  and within 30 days of any request  therefor,  all books,
records,  and  information,  and the  assistance of all officers and  employees,
necessary  or useful in  connection  with any tax inquiry,  audit,  examination,
investigation, dispute, litigation, or other matter.

                  Seafield  agrees on behalf of itself and each other  member of
the Seafield  Group to execute and deliver to SLH, when so requested by SLH, any
power of attorney  that may be  necessary  or  appropriate  to allow SLH and its
counsel  to  represent  Seafield  or such  other  Seafield  Group  member in any
controversy  which SLH shall have the right to control  pursuant to the terms of
Section 3.1(b) of this Agreement.

                  (c) Remedy  for  Failure to  Comply.  If  Seafield  reasonably
determines  that SLH is not for any  reason  fulfilling  its  obligations  under
Section  3.3(a),  or if SLH reasonably  determines  that Seafield is not for any
reason fulfilling its obligations under Section 3.3(b), then Seafield or SLH, as
the case may be,  shall have the right to appoint,  at the expense of the other,
an independent entity such as a nationally  recognized public accounting firm to
assist the other in meeting its obligations  under this Section 3.3. Such entity
shall have  complete  access to all books,  records,  and  information,  and the
complete cooperation of all officers and employees,  of SLH or Seafield,  as the
case may be.

         3.4 Survival of Agreement.  This Agreement and all covenants  contained
herein shall survive the expiration of all statutes of limitations prescribed by
the Code and other tax laws and any  extensions  thereof  that  apply to any Tax
Returns and any Taxes and any Final Determination relating to any Taxes.

                                        8

<PAGE>



                                   ARTICLE IV
                                  MISCELLANEOUS

         4.1 Severability.  In case any one or more of the provisions  contained
in  this  Agreement  should  be  invalid,   illegal,   or   unenforceable,   the
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.

         4.2 Modification of Agreement. No modification, amendment, or waiver of
any provision of this Agreement  shall be effective  unless the same shall be in
writing  and signed by each of the  parties  hereto and then such  modification,
amendment,  or waiver shall be effective  only in the specific  instance and for
the purpose for which given.

         4.3 Conflict with Other  Agreements.  Anything in this Agreement or the
Distribution Agreement to the contrary notwithstanding,  in the event and to the
extent that there shall be a conflict  between the  provisions of this Agreement
and the Distribution Agreement,  the provisions of this Agreement shall control.
In the event and to the  extent  that  there  shall be a  conflict  between  the
provisions of this Agreement and the Prior Tax Agreement as modified, amplified,
and  supplemented  by this  Agreement,  the provisions of this  Agreement  shall
control.  Notwithstanding any other provision of this Agree ment, however,  this
Agreement  shall not amend,  modify,  or affect in any way the provisions of the
Distribution  Agreement  and the  Blanket  Assignment,  Bill of  Sale,  Deed and
Assumption  Agreement  between  Seafield  and SLH  dated  the date  hereof  (the
"Assignment")  that  relate to the rights or  obligations  of either  party with
respect to certain  federal income tax or other  tax-related  claims and certain
federal income tax or other tax-related  liabilities that are described therein;
the  parties  expressly  intend  for all  matters  relating  to such  claims  or
liabilities to be governed by the Distribution Agreement and the Assignment.

         4.4 Notices. All notices or other communications  required or permitted
under  this  Agreement  shall be  delivered  by hand,  mailed  by  certified  or
registered mail, postage prepaid and return receipt requested, or sent by cable,
telegram,  telex, or telecopy  (confirmed by regular,  first-class mail), to the
parties at the following  addresses  (or at such other  addresses for a party as
shall be  specified  by like  notice)  and shall be deemed  given on the date on
which such notice is received:

                  (a)      In the case of Seafield, to

                           Seafield Capital Corporation
                           2600 Grand Boulevard, Suite 500
                           Kansas City, Missouri  64108
                           Attention:  President



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                  (b)      In the case of SLH, to

                           SLH Corporation
                           2600 Grand Boulevard, Suite 500
                           Kansas City, Missouri  64108
                           Attention:  President

         4.5 Application to Present and Future  Subsidiaries.  This Agreement is
being entered into by Seafield and SLH on behalf of  themselves  and each member
of the Seafield  Group and the SLH Group,  respectively.  This  Agreement  shall
constitute a direct  obligation  of each such member and shall be deemed to have
been readopted and affirmed on behalf of any corporation  which becomes a member
of the  Seafield  Group or the SLH Group in the future.  Seafield and SLH hereby
guarantee the performance of all actions,  agreements,  and obligations provided
for under this Agreement of each member of the Seafield Group and the SLH Group,
respectively.  Seafield  and SLH shall,  upon the written  request of the other,
cause any of their  respective group members formally to execute this Agreement.
This  Agreement  shall be binding  upon,  and shall inure to the benefit of, the
successors,  assigns,  and persons  controlling  any of the  corporations  bound
hereby.

         4.6  Term.  This  Agreement  shall  commence  on the date of  execution
indicated  above  and shall  continue  in effect  until  otherwise  agreed to in
writing by Seafield and SLH, or their successors.

         4.7 Titles and  Headings.  Titles and  headings to sections  herein are
inserted for the convenience of reference only and are not intended to be a part
or to affect the meaning or interpretation of this Agreement.

     4.8 Singular and Plural.  As used herein,  the singular  shall  include the
plural and vice versa.

     4.9  Governing  Law.  This  Agreement  shall be governed by the laws of the
State of Missouri.

         4.10  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  all of which shall be considered one and the same agreement,  and
shall become a binding  agreement when one or more counterparts have been signed
by each party and delivered to the other parties.


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized  officers,  all on the day and year first
above written.

                                   SEAFIELD CAPITAL CORPORATION,
                                   a Missouri corporation

                                      s/P. Anthony Jacobs
                                   By:___________________________
                                        P. Anthony Jacobs, CFA
                                        President

                                   SLH CORPORATION,
                                   a Kansas corporation

                                      s/James R. Seward
                                   By:_________________________
                                        James R. Seward, CFA
                                        President


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