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                                                             EXHIBIT 10.25
                                SECOND AMENDMENT
                          TO CREDIT CARD RECEIVABLES 
                              PURCHASE AGREEMENT


   THIS SECOND AMENDMENT TO CREDIT CARD RECEIVABLES PURCHASE AGREEMENT, dated 
as of December 18, 1996, is entered into among BARTON CAPITAL CORPORATION, a 
Delaware corporation (the "Company"), SOCIETE GENERALE, a French banking 
corporation, as agent for the Company (in such capacity, the "Agent"), HURLEY 
STATE BANK, a South Dakota bank ("HSB"), SPS TRANSACTION SERVICES, INC., a 
Delaware corporation ("SPST"), DEAN WITTER, DISCOVER & CO., a Delaware 
corporation (the "Guarantor"), and SPS PAYMENT SYSTEMS, INC., a Delaware 
corporation, as servicer (the "Servicer").

                                   RECITALS

   A. The Company, the Agent, HSB, SPST, the Guarantor and the Servicer are 
parties to that certain Credit Card Receivables Purchase Agreement, dated as 
of December 30, 1992 (as heretofore amended, the "Agreement"); and

   B. The Company, the Agent, HSB, SPST, the Guarantor and the Servicer desire 
to amend the Agreement in certain respects to modify the meaning of certain 
provisions as hereinafter set forth.

                                  AGREEMENT

   NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, the parties agree as follows:

   1. Certain Defined Terms.  Capitalized terms which are used herein without 
definition and that are defined in the Agreement shall have the same meaning 
herein as in the Agreement.

   2. Amendment to the Agreement.  The Agreement is hereby amended as follows:

   2.1  Appendix A of the Agreement is amended by deleting ".22%" in clause 
(ii) of the definition of "Program Fee" and substituting therefor ".175%."

   2.2  Appendix A of the Agreement is further amended by deleting the date 
"December 26, 1996" in clause (i) of the definition of "Expiration Date" and 
substituting therefor the date "April 15, 1997. "

   2.3  Appendix A of the Agreement is further amended by deleting .25% in 
clause (ii) of the definition of "Commitment Fee" and substituting therefor 
 .175%.

   3. Representations and Warranties.  Each of HSB, SPST, the Guarantor and 
the Servicer hereby represents and warrants to the Company and the Agent, but 
in each case solely as to itself, as follows:

      a. Representations and Warranties.  Its representations and warranties  
   contained in Section 3.1 of the Agreement are true and correct as of the 
   date hereof (unless stated to relate solely to an earlier date).
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      b. Enforceability.  The execution and delivery by it of this Amendment, 
   and the performance of its obligations under this Amendment and the 
   Agreement, as amended hereby, are within its corporate powers and have been 
   duly authorized by all necessary corporate action on its part.  This 
   Amendment and the Agreement, as amended hereby, are its valid and legally 
   binding obligations, enforceable in accordance with their terms.

      c. No Termination Event.  No Termination Event (matured or unmatured) 
   has occurred and is continuing.

   4. Effect of Amendment.  Except as expressly amended and modified by this 
Amendment, all provisions of the Agreement shall remain in full force and 
effect.  After the Amendment becomes effective, all references in the 
Agreement to "this Agreement, " "hereof, " "herein" or words of similar effect 
referring to the Agreement shall be deemed to be references to the Agreement 
as amended by this Amendment.  This Amendment shall not be deemed to expressly 
or implied waive, amend or supplement any provision of the Agreement other 
than as set forth herein.

   5. Effectiveness.  This Amendment shall become effective as of the date 
hereof upon receipt by the Agent of counterparts of this Amendment (whether by 
facsimile or otherwise) executed by each of the parties hereto.

   6. Counterparts.  This Amendment may be executed in any number of 
counterparts and by different parties on separate counterparts, and each 
counterpart shall be deemed to be an original, and all such counterparts shall 
together constitute but one and the same instrument.

   7. Governing Law.  This Amendment shall be governed by, and construed in 
accordance with, the internal laws of the State of Illinois without regard to 
any otherwise applicable principles of conflicts of law.

   8. Section Headings.  The various headings of this Amendment are inserted 
for convenience only and shall not affect the meaning or interpretation of 
this amendment or the Agreement or any provision hereof or thereof.
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   IN WITNESS WHEREOF, the Company, the Agent, HSB, SPST, the Guarantor and 
the Servicer have caused this Amendment to be executed by their respective 
officers thereunto duly authorized as of the day and year first above written.

                                          BARTON CAPITAL CORPORATION

                                          By:  Elizabeth S. Eldridge
                                          Title: Vice President


                                          SOCIETE GENERALE, as the Agent:

                                          By: Martin J. Finan
                                          Title:  Vice President


                                          HURLEY STATE BANK

                                          By: Russell J. Bonaguidi
                                          Title:  Vice President and 
                                                  Controller


                                          SPS TRANSACTION SERVICES, INC.

                                          By: Michael J. Hartigan, Jr.
                                          Title:  Vice President, Assistant
                                                  General Counsel and
                                                  Assistant Secretary


                                          DEAN WITTER, DISCOVER & CO.

                                           By: Birendra Kumar
                                          Title: Treasurer



SPS PAYMENT SYSTEMS, INC.

                                          By: Michael J. Hartigan, Jr.
                                          Title:  Vice President, Assistant
                                                  General Counsel and
                                                  Assistant Secretary


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