<PAGE>
                                                                 EXHIBIT 10.55
                                LEASE AGREEMENT


Lease Agreement, made as of January 1, 1997, between NOVUS Credit Services Inc. 
 ("NCSI", formerly known as Sears Consumer Financial Corporation), a Delaware 
Corporation having its principal office at 2500 Lake Cook Road, Riverwoods, IL 
60015 (hereinafter referred to as "Landlord"), and SPS Payment Systems, Inc. 
("SPS", formerly known as Sears Payment Systems, Inc.), a Delaware Corporation, 
having its principal office at 2500 Lake Cook Road, Riverwoods, IL 60015 
(hereinafter referred to as "Tenant") .

In consideration of the rents and covenants herein set forth, Landlord hereby 
leases to Tenant, and Tenant hereby rents from Landlord premises containing 
approximately 2,405 rentable square feet (RSF), (hereinafter called "Leased 
Premises"), as shown crosshatched in red on Exhibit A, a copy of which is 
attached hereto, located in the office building known as 2500 Lake Cook Road, 
Riverwoods, IL 60015 (hereinafter called "Riverwoods Building"), which is 
situated on that certain parcel of land (hereinafter called "Riverwoods 
Building Area").  The Leased Premises contain the fixtures, improvements, and 
certain other property now installed.  This lease shall be for the term, upon 
the rentals and subject to the terms and conditions set forth in this Lease 
Agreement and Exhibits hereto.

Tenant and its agents, employees, and invitees have the nonexclusive right with 
others designated by Landlord to the free use of the common areas in the 
Riverwoods Building and of the land (hereinafter called "Land") on which the 
Riverwoods Building is located for the common areas' intended and normal 
purposes.  Common areas include elevators, sidewalks, parking areas, cafeteria, 
conference rooms (including without limitation conference rooms on the 
conference level), driveways, hallways, stairways, public bathrooms, common 
entrances, lobby, and other similar public areas and access ways.  Landlord may 
change common areas if the changes do not materially and unreasonably interfere 
with Tenant's access to the premises or use of them.  

Subject to Section VII, Tenant and its employees may have the nonexclusive 
right with others designated by Landlord, at whatever fee Landlord deems 
reasonable and charges any other NCSI subsidiary or affiliate that is 
headquartered in the Riverwoods Building (hereinafter called "NCSI Company") 
for the use of specially designated areas, not common areas, such as a fitness 
center.


                                  Section I

                                   TERM
                                   -----

The term of this Lease Agreement shall commence on January 1, 1997 (hereinafter 
called the "Commencement Date") and shall expire thirty-seven (37) months 
thereafter on January 31, 2000 (hereinafter called the "Term"). 

In the event there is mutual agreement between the Landlord and Tenant that the 
Term be modified, the parties will amend the Term of this Lease Agreement.
<PAGE>
                                 Section II

                                    USE
                                    ---

The Leased Premises shall be used by Tenant solely for general office purposes 
in keeping with the class and character of the Riverwoods Building and for no 
other purposes.  Landlord warrants that applicable laws, ordinances, and 
regulations permit the Leased Premises to be used for general offices.

                                Section III

                                   RENT
                                   ----

A.   Base Rent.
     ---------

Tenant covenants and agrees to pay Landlord, as rental for the Leased 
Premises, base rent (hereinafter called "Base Rent") in monthly 
installments, payable in advance on the first business day of each month 
for the Term as follows:

        Monthly installments of Five Thousand Seven Hundred Thirty Nine and   
        93/100 Dollars ($5,739.93) or the lowest amount that shall be charged  
        or allocated per rentable square foot to any other NCSI company, times 
        the Leased Premises (as stated above) divided by 12, for the period 
        from January 1, 1997 through January 31, 1997; and 

        Monthly installments of the lesser of Six Thousand Ninety Four and  
        67/100 Dollars ($6,094.67) or the lowest amount that shall be charged 
        or allocated per rentable square foot to any other NCSI Company, times 
        the Leased Premises (as stated above) divided by 12, for the period 
        from February 1, 1997 through January 31, 1998; and

        Monthly installments of the lesser of Seven Thousand Three Hundred 
        Fifty Seven and 30/100 Dollars ($7,357.30) or the lowest amount that 
        shall be charged or allocated per rentable square foot to any other 
        NCSI Company, times the Leased Premises (as stated above) divided by 
        12, for the period from February 1, 1998 through January 31, 1999; and

        Monthly installments of the lesser of Seven Thousand Six Hundred Forty 
        Nine and 90/100 Dollars ($7,649.90) or the lowest amount that shall be 
        charged or allocated per rentable square foot to any other NCSI 
        Company, times the Leased Premises (as stated above) divided by 12, for 
        the period from February 1, 1999 through January 31, 2000.

   Notwithstanding the above, Landlord shall determine, at its sole discretion 
   annually, its prior year's actual Base Rent expense for the Leased Premises. 
   Landlord shall invoice Tenant for the difference between the actual Base 
   Rent expense, as determined above, and the amount of Base Rent paid to 
   Landlord if the actual Base Rent is greater.  Likewise, Landlord shall 
   credit Tenant for the difference between the Base Rent paid to Landlord and 
   the actual Base Rent expense, as determined above, if the Base Rent paid is 
   greater.  However, in no case shall any adjustment for a prior year's actual 
   Base Rent expense cause Tenant's Base Rent for such prior year to exceed the 
   applicable amount in the Base Rent schedule set forth above.  If Tenant is 
   invoiced for Base Rent, Tenant agrees to pay said invoice within thirty (30) 
   days from the date thereof.  Landlord shall exercise good business judgment 
   to contain operating costs within the proposed Base Rent structure.

   Additionally, Landlord shall, prior to January of each year of the Term, 
   advise Tenant of the projected monthly Base Rent for the next period; and 
   effective on February 1 and the first day of each month for the twelve (12) 
   months thereafter, Tenant shall pay Landlord said projected monthly Base 
   Rent.
<PAGE>
   Included in Base Rent are Real Estate Taxes and Operating Expenses as 
   defined below:

   1.  "Real Estate Taxes" shall be deemed to be those real estate taxes  
        assessed against the land and/or the Riverwoods Building and the   
        Riverwoods Building Area.  Real Estate Taxes shall exclude federal, 
        state or local income taxes; franchise, gift, transfer, excise, capital 
        stock, estate, succession, or inheritance taxes; penalties or interest 
        for late payment of such taxes.

   2.  "Operating Expenses" shall be the total expenses incurred by the 
       Landlord in connection with the operation, maintenance and repair of the 
       Riverwoods Building and the Riverwoods Building Area in accordance with 
       sound management and accounting principles generally accepted with 
       respect to the size and quality in the Chicago metropolitan area.  These 
       Operating Expenses shall include but not be limited to:  (i) all utility 
       charges; (ii) materials and supplies used in the operation and 
       maintenance of the building; (iii) wages and salaries paid to all 
       building service employees; (iv) all fees and contract costs paid to 
       independent contractors engaged in such operation, maintenance and the 
       cleaning of the Building; (v) "fringe benefits" for such employees in 
       (iii) above including all Social Security taxes, unemployment insurance 
       as well as all other types of applicable employee insurance, taxes, cost 
       for providing compensation for disability taxes, cost for any life 
       insurance, hospital and/or welfare plan or any federal and/or life 
       expenses included under the provisions of any collective bargaining 
       agreement covering employees of the Riverwoods Building; and (vi) 
       replacement of common area equipment furniture and fixtures rendered 
       unserviceable by normal wear and tear. 

   All Riverwoods Building and Riverwoods Building Area Real Estate Taxes and  
   Operating Expenses incurred by the Landlord in the operation of the 
   Riverwoods Building and the Riverwoods Building Area during the term of this 
   Lease Agreement shall be included in the Base Rent as set forth in this     
   Lease Agreement.  An example of an expense not included in the Base Rent is 
   an expense incurred as a result of Tenant's business or operations.  Such 
   expense includes but is not limited to Federal and/or State Clean Air Act   
   assessments. Any such assessment will be made based on Lessee's actual 
   performance under the terms of any such Federal or State Clean Air Act.  
   Insurance is not included in Operating Expenses and is charged directly to 
   Tenant by Risk Management.

B. Furniture Rent
   --------------

   Tenant covenants and agrees to pay Landlord as rental for the furniture in
   the Leased Premises, (hereinafter called "Furniture Rent") in monthly 
   installments payable in advance on the first day of the month, to the same
   payee and at the same place as the Base Rent according to the following 
   schedule:

      The lesser of $4.10 Per Square Foot in monthly installments of Eight 
      Hundred Twenty One and 71/100 Dollars ($821.71) or the lowest amount that 
      shall be charged or allocated per rentable square foot to any other NCSI 
      Company, times the Leased Premises square footage divided by 12, for the 
      period from January 1, 1997 through January 31, 1998; and

      The lowest amount that shall be charged or allocated per rentable square 
      foot to any other NCSI Company, times the Leased Premises square footage 
      divided by 12, for the period from February 1, 1998 through January 31, 
      1999; and 

      The lowest amount that shall be charged or allocated per rentable square
      foot to any other NCSI Company, times the Leased Premises square footage
      divided by 12, for the period from February 1, 1999 through January 31, 
      2000.

C. Base Rent and Furniture Rent are hereinafter referred to collectively   
   and/or alternatively as "Rent."  Any items or services covered under the 
   Rent due under this Lease will not be included in the Management Services 
   Agreement dated as of January 1, 1992, and any successor agreements thereto, 
   between the parties.  Additionally, rent on space available for expansion to 
   any other NCSI Company (hereinafter called "Riverwoods Expansion Space") 
   will not be charged to the Tenant during the Term.

D. Rent shall be paid without advance notice, demand, offset, or deduction 
   unless the offset or deduction is made by Tenant as permitted under this 
   Lease Agreement or to recover any unpaid (nonappealable) court judgment 
   Tenant has against Landlord.

   All Rent payable by Tenant to Landlord under this Lease Agreement shall be
   paid to Landlord at 2500 Lake Cook Road, Riverwoods, IL 60015, Attention: 
   Mary S. Dempsey, 1-West, or at such other place as Landlord may from time to
   time reasonably designate in writing.


                                 Section IV

                        IMPROVEMENTS AND ALTERATIONS
                        ----------------------------

A. Landlord's Improvements
   -----------------------

   Tenant will take the Leased Premises "as is" and Landlord will make no 
   landlord Improvements to the Leased Premises under this Lease.


B. Tenant Improvements
   -------------------

   Any alterations to the Leased Premises shall be requested in writing by 
   Tenant to Landlord in a format reasonably acceptable to Landlord.  Then, 
   upon Landlord's written consent to said alterations, which shall not be 
   unreasonably withheld, Landlord will coordinate and construct all said 
   improvements at Tenant's sole expense.  Prior to the construction of said 
   improvements, Landlord shall provide Tenant with an estimate of the cost of 
   said improvements.  The cost of such improvements, alterations or 
   renovations shall be based on the same then current rates as those offered 
   to any other tenant or occupant of the Riverwoods Building.  Commencement of 
   construction shall be subject to Tenant's prior approval of the proposed   
   costs.  Tenant shall pay for the cost of said alterations within thirty (30) 
   days of submission of bills therefor.

<PAGE>

                                   Section V

                                   RELOCATION
                                   ----------

                             Intentionally omitted.

                                  Section VI

                            MAINTENANCE AND REPAIR
                            ----------------------

Subject to Tenant's liability to pay for repair for damage caused by the 
negligence or willful misconduct of its agents, employees, visitors, or 
occupants, Landlord shall maintain and keep and repair the Riverwoods Building 
Area, the Riverwoods Building, and the Leased Premises including both exterior, 
interior, parking lots, driveways and all structural parts, fixtures, wiring, 
plumbing, heating, air conditioning, water pipes, plastering and flooring 
therein, except only those installations, if any, provided by Tenant.  Without 
limiting the foregoing, Landlord agrees to keep, to the best of its ability, 
heating plant, electrical and water connections and facilities and air 
conditioning in operating condition and available for use.  Landlord shall 
perform such repairs or replacements within a reasonable time after receiving 
notice or having actual knowledge of the need for a repair or replacement.  
Reasonable time shall mean that amount of time in which like repairs or 
replacements are generally performed for any other NCSI Company.

                                 Section VII

              HEAT, AIR CONDITIONING, UTILITIES AND OTHER SERVICES
              ----------------------------------------------------

Landlord shall furnish during "normal operating hours" (which shall include at 
least the hours from 8:00 a.m. to 6:00 p.m. on weekdays and 8:00 a.m. to 1:00 
p.m. on Saturdays) heat and air conditioning for the Leased Premises necessary 
for the comfortable conduct of business; toilet facilities for the use of 
employees, customers and other invitees of tenants; janitor service for the 
Leased Premises of a quality consistent with such services provided in other 
first rate office buildings in the area; electricity for lighting purposes and 
a reasonable number of light office machines customarily used for normal office 
purposes; adequate elevator services for the use of the employees, customers 
and other invitees of tenants.  In the event Tenant makes use of these services 
at hours other than normal operating hours, Landlord may make reasonable 
additional charges for such services.

Landlord shall allow Tenant the use of the following facilities provided Tenant 
complies with all rules and regulations established by Landlord from time to 
time with regard to the use of said facilities:

   1. Full access to the cafeteria and vending areas.

   2. Use of conference level facilities as they are available.

   3.Use of on-grade employee and visitor parking as available in common.
<PAGE>
Landlord shall provide to Tenant the following services at additional cost:

   1. Overtime air conditioning.

   2. Overtime use of the service elevator.

   3. The actual/allocated cost of any special services performed at Tenant's 
      request.
                                Section VIII

                               INDEMNIFICATION
                               ---------------

A. Tenant indemnifies, defends, and holds Landlord harmless from claims caused 
   by the negligence or willful misconduct of Tenant, its agents, employees, or 
   invitees.

   When the claim is caused by the joint negligence or willful misconduct of 
   Tenant and Landlord or Tenant and a third party unrelated to Tenant, except 
   Tenant's agents, employees, or invitees, Tenant's duty to defend, indemnify, 
   and hold Landlord harmless shall be in proportion to Tenant's allocable 
   share of the joint negligence or willful misconduct.

B. Landlord indemnifies, defends, and holds Tenant harmless from claims 
   resulting from the negligence or willful misconduct of Landlord, its agents,
   employees, or invitees.

   When the claim is caused by the joint negligence or willful misconduct of 
   Landlord and Tenant or Landlord and a third party unrelated to Landlord, 
   except Landlord's agents, employees, or invitees, Landlord's duty to defend,
   indemnify, and hold Tenant harmless shall be in proportion to Landlord's 
   allocable share of the joint negligence or willful misconduct.

C. Notwithstanding Paragraphs A and B, the parties release each other from any 
   claims either party ("Injured Party") has against the other solely to the 
   extent the claim is covered by the Injured Party's insurance.


                                Section IX

                     ASSIGNMENT OF LEASE AND SUBLETTING
                     ----------------------------------

Tenant will not assign or sublease the Leased Premises.


                                Section X

                          PANEL FURNITURE SYSTEMS
                          -----------------------

Tenant shall have the use of all building standard office furniture and Haworth 
Panel Furniture Systems in the Leased Premises, hereinafter referred to as the 
Furniture, for the term of this Lease.  Tenant shall be responsible for 
maintaining said Furniture, and for keeping it in a good state of repair.  
Landlord will perform any repair and/or maintenance work on the Furniture, and 
Tenant will pay Landlord, or Landlord's vendor, within thirty (30) days after 
rendition of a bill therefore by Landlord.


                                Section XI

                               SUBORDINATION
                               -------------

This Lease Agreement shall be subject and subordinate to the lien of any 
mortgage now against said premises or which may hereafter be placed against the 
Leased Premises, provided:
<PAGE>
A. that the holder thereof shall not be entitled to terminate this Lease 
   Agreement,  by foreclosure or other means, so long as the Tenant or its 
   successors or assigns shall not be in default hereunder beyond any period 
   herein given Tenant to cure such default;

B. and that the lien of such mortgage shall not cover any of Tenant's fixtures, 
   alterations, or improvements, installed at Tenant's expense or which may be 
   installed or made hereafter, at Tenant's expense, which, by law or the terms 
   of this Lease Agreement, Tenant is permitted to remove from the Leased 
   Premises.

In confirmation of such subordination, Tenant shall execute promptly any 
reasonable agreement which Landlord or mortgagee may request in writing with 
respect thereto.


                                Section XII

                            DEFAULT AND REMEDIES
                            --------------------
<PAGE>
A. Event of Default Defined
   ------------------------
 
   It shall be an "Event of Default" if a party shall default in the 
   performance or observance of any covenant or condition of this Lease 
   Agreement to be performed or observed by such party, and such default shall 
   continue for thirty (30) days after written notice of such default has been 
   given to such party by the other non-defaulting party.

B. Landlord's Remedies

   1. Termination of Lease.  Upon occurrence of any Event of Default by Tenant, 
      Landlord may, at its option, in addition to any other remedy or right   
      given hereunder or by law, give written notice to Tenant that this Lease 
      Agreement shall terminate upon the date specified in the notice, which 
      date shall not be earlier than twenty (20) days after the giving of such 
      notice, and upon the date specified in such notice or in any other notice 
      pursuant to law, this Lease Agreement and the term thereof shall 
      terminate.

   2. Repossession.  Upon termination of this Lease Agreement as hereinabove 
      provided, or pursuant to statute, or by summary proceedings, the Landlord 
      may enter forthwith without further demand or notice upon any part of the 
      Leased Premises, in the name of the whole, if it has not heretofore done 
      so, and resume possession either by summary proceedings, or by action at 
      law or equity, as the Landlord may determine.  In no event shall such 
      reentry or resumption of possession or reletting as hereafter provided be 
      deemed an acceptance or surrender of this Lease Agreement or a waiver of 
      the rights or remedies of Landlord hereunder.

C. Tenant's Remedies
   -----------------

   If Landlord commits a default, resulting in an Event of Default as defined  
   in A above, Tenant may pursue any remedy under the law.

<PAGE>
                                Section XIII

                             SURRENDER OF PREMISES
                             ---------------------

Tenant covenants to quit and surrender up the Leased Premises and Furniture to 
the Landlord at the end of the term of this Lease Agreement in the same 
condition as at the date of the commencement of this Lease Agreement, ordinary 
use and wear thereof excepted; provided however, that the Tenant shall not be 
liable for any damage caused by fire, windstorm, hail, or any other casualty, 
or explosion, riot, riot attending a strike, civil commotion, aircraft, motor 
vehicles, smoke, vandalism, and malicious mischief, or any other damage not 
caused by the negligence or willful act of the Tenant.  In the event the Tenant 
shall for any reason remain in possession after the expiration of either the 
term hereby granted or after the date specified in any written notice of 
termination given by either the Landlord or Tenant, such possession shall be as 
a month-to-month tenant during which time Tenant shall pay monthly Rent equal 
to 150 percent of that accruing during the last month of the preceding term.


                                 Section XIV

                               TERMS OF RENEWAL
                               ----------------

Tenant shall have the option of one (1) renewal period of three (3) years and 
shall notify Landlord 180 days prior to the expiration of this Lease Agreement 
of its intent to renew the Lease Agreement as provided herein.  All terms of 
this Lease Agreement, including Furniture Rent, shall remain in effect during 
the option renewal period, except the Base Rent for the three (3) years of the 
option shall be as follows:

The terms during the Option will be consistent with those in place during the 
lease term, except for Base Rent.  Base Rent shall be increased each year at 
the then-current CPI, All Urban Consumers, All Items, index for the Chicago-
Gary-Lake County area (or any subsequent index which may replace or supersede 
it) for the preceding 12-month period ending December 31 of the year preceding 
the then-current rent year.  For example, the Base Rent rate increase for the 
first 12-month period (February 1, 2000 - January 31, 2001) shall be the CPI 
rate as of December 31, 1999 for the previous 12-month period.

Notwithstanding the foregoing terms of renewal, the Base Rent shall be the 
lesser of the amounts described above or the lowest amount that shall be 
charged or allocated per rentable square foot to any other NCSI Company for the 
same period, provided that this provision shall not apply if at any time during 
the Option Tenant is no longer under the control of NCSI or any of its 
affiliates.


                                  Section XV

                                EXPANSION SPACE
                                ---------------

Landlord will make available additional space to Tenant on an "as available" 
basis, to be reasonably determined by Landlord, under the same lease terms and 
conditions as those in this Lease and any amendments, if any, thereto.  
Additionally, Landlord shall use its best efforts to ensure that Tenant is 
accorded the same right and ability to expand its Leased Premises as any other 
NCSI Company.
<PAGE>
Notwithstanding the above, any relocation costs and expenses pertaining to 
expansion space will be subject to a separate agreement to be negotiated 
between Landlord and Tenant.

Tenant will not be charged for non-Tenant Riverwoods expansion space during any 
term of this Lease Agreement.

                                Section XVI

                          APPRECIATION RECAPTURE
                          ----------------------

                           Intentionally Omitted


                              Section XVII

                          MISCELLANEOUS PROVISIONS
                          ------------------------

A. Persons Bound.  The agreements herein contained shall be binding upon and
   shall inure to the benefit of the parties hereto, their respective 
   successors, assigns, heirs, devisees and personal representatives.

B. Captions Contained in Lease.  The captions contained herein are for 
   reference purposes only and shall not be deemed to be a part hereof nor to
   modify or qualify any of the terms, covenants or conditions hereof.

C. Partial Invalidity of Lease.  The invalidity or unenforceability of any 
   provision of this Lease Agreement shall in no way affect the validity or 
   enforceability of any other provision hereof.

D. Notices.  All notices at any time to be served by Landlord upon Tenant shall
   be in writing and sent by registered or certified mail with postage prepaid 
   or be hand delivered and signed for, addressed to Tenant at the Riverwoods 
   Building to the attention of Tenant's President, or to such other persons 
   and addresses as may hereafter be designated by Tenant in writing.  All 
   notices at any time to be served by Tenant upon Landlord shall be in writing 
   and sent by registered or certified mail with postage prepaid or be hand 
   delivered and signed for, addressed to Mary S. Dempsey, NOVUS Credit 
   Services Inc., 2500 Lake Cook Road, Riverwoods, IL 60015, or to such other 
   trustee or agent as may be so designated by it in writing from time to time 
   and addressed as directed by it.

E. Signs.  Landlord will not unreasonably withhold consent to Tenant's 
   installation of interior signs as are reasonably necessary to Tenant's 
   business and are in keeping with the reasonable standards maintained in the 
   Riverwoods Building.

F. Relocation.  Subject to Tenant's prior written approval, Landlord may, at 
   the Landlord's expense, relocate the Tenant within the Riverwoods Building 
   to a location of similar size space and quality.  

G. Rules and Regulations.  Tenant and Tenant's servants, employees and agents 
   shall observe and comply with the rules and regulations set forth in 
   Exhibit B attached hereto and made a part hereof, entitled "Rules and 
   Regulations" and such other and further reasonable rules and regulations as 
   Landlord or Landlord's agents may from time to time adopt for the Riverwoods 
   Building or the Riverwoods Building Area.  In the event of any conflict 
   between these Rules and Regulations and the Lease, the terms of the Lease 
   shall prevail.

H. Asbestos.  Landlord warrants that, to the best of its knowledge, asbestos is 
   not contained in the Riverwoods Building.

IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this Lease 
Agreement as of the date and year first above written by their duly authorized 
officers.


TENANT:                                     LANDLORD:

By: Robert L. Wieseneck                     By: Bruce L. Osborne

Its: President                              Its: Vice President




leasedoc\spsrwd3.lse - created 11-18-96