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                                                            EXHIBIT 10.49

                                        Dated as of December 6, 1996

Receivables Capital Corporation
Bank of America National Trust
  and Savings Association, as Agent
231 South LaSalle Street
Chicago, Illinois  60697

   Re:  Extension and Amendment

Ladies and Gentlemen:

   Reference is hereby made to that certain Third Amended and Restated Master 
Receivables Purchase Agreement dated as of July 19, 1995, as amended as of 
December 15, 1995 (as amended or modified from time to time in accordance with 
the terms thereof, the "RCC Purchase Agreement"), among Hurley State Bank, as 
Seller (the "Seller"), SPS Payment Systems, Inc., as Servicer ("Servicer") and 
Recourse Party, Dean Witter, Discover & Co., as Guarantor, Receivables Capital 
Corporation, as Purchaser ("Purchaser"), and Bank of America National Trust and 
Savings Association, as Agent (the "Agent").  Capitalized terms not otherwise 
defined herein are used herein as defined in the RCC Purchase Agreement.

   This is to confirm the agreement of the parties hereto as follows:

      (a)  The date contained in clause (x) of the definition of "Facility 
   Termination Date" in the RCC Purchase Agreement is amended by replacing   
   "December 14, 1996" with "April 15, 1997."

   (b)  The Designated Long-Term Default Rate and the Designated Short-Term 
Default Rate set forth in each Supplement is hereby increased by adding to each 
of the existing rates 3%.

   Except as specifically modified hereby, the RCC Purchase Agreement is hereby 
confirmed and reaffirmed in all respects.  This letter amendment shall be 
governed by, and construed in accordance with, the internal laws of the State 
of Illinois without regard to conflict of laws principles.

   The terms of this letter amendment shall be binding upon the parties hereto 
and their respective successors and assigns and may be modified only by a 
subsequent writing signed by the Seller, the Servicer, the Purchaser and the 
Agent
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   This letter amendment may be executed in any number of counterparts 
separately by the different parties hereto.

                                       Very truly yours,

                                       HURLEY STATE BANK,
                                       as Seller

                                       By:  Russell J. Bonaguidi
Title: Vice President

                                       SPS PAYMENT SYSTEMS, INC.,
                                       as Servicer and Recourse Party

                                       By: Michael J. Hartigan, Jr.
                                       Title: Vice President

                                        DEAN WITTER, DISCOVER & CO.,
                                       as the Guarantor

                                       By: Birendra Kumar 
                                       Title:  Treasurer, Senior Vice President
Accepted:

BANK OF AMERICA NATIONAL TRUST
 AND SAVINGS ASSOCIATION,
   as the Agent

By:    Marvin Spencer
Title:   Attorney-In-Fact

RECEIVABLES CAPITAL CORPORATION

By:       Stewart Cutler
Title:    Vice President
Agreed and Accepted:

S:\SPS_LAW\LETTERAG\AMEND\RECCAP.AM