Exhibit 10.65
                            SECOND AMENDMENT TO THE
                           TERMINAL SERVICE AGREEMENT


   THIS SECOND AMENDMENT to the Terminal Service Agreement ("Second
Amendment") is dated as of January 1, 1997 between SPS PAYMENT SYSTEMS, INC.
("Company") and NOVUS SERVICES, INC. formerly known as Discover Card Services,
Inc. ("NOVUS Services").

   WHEREAS, Company and NOVUS Services entered into a Terminal Service
Agreement dated January 1, 1992, as amended and supplemented by: a letter
agreement between the parties dated November 5, 1992, an amendment dated July
1, 1993 and a letter agreement dated September 1, 1995 ("Terminal Service
Agreement");

   WHEREAS, Company and NOVUS Services desire to amend certain provisions of
the Terminal Service Agreement.

   NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Company and
NOVUS Services agree as follows:

   1.  Fees.  Section 2.4 of the Terminal Service Agreement is amended by
deleting the fourth sentence in its entirety and replacing it with the
following sentence:

     "The fees set forth in the Schedule of Fees may be increased or decreased
      by Company during the term of the Agreement to accommodate demonstrable
      increases or decreases in the cost of component parts, provided that (i)
      Company shall provide at least one hundred eighty (180) days' written
      notice of such changes to NOVUS Services; and (ii) in the event that
      Company notifies NOVUS Services of an increase in the  fees payable
      pursuant to this Agreement, NOVUS may exercise its right to terminate
      this Agreement as set forth in Section 5.2(b)(iv) below."

   2.  Billing and Payment.  Section 2.5 of the Terminal Service Agreement is
amended by deleting the first sentence in its entirety and replacing it with
the following provision:

      "Prior to each calendar year, NOVUS Services shall provide Company with
      its projected volume of terminal deployments for the following calendar
      year.  Effective as of January 1, 1997, Company shall invoice NOVUS
      Services at the beginning of each calendar year for the projected
      volume of new terminal deployments during such calendar year, based on
      projections provided by NOVUS Services.  Company shall reconcile the
      projected and actual volume of terminal deployments after the end of
      each calendar year and shall make any adjustments by means of a debit
      or credit, as applicable, to NOVUS Services."

   3.  Term and Termination.  Section 5.2(a) of the Terminal Service Agreement
is deleted in its entirety and replaced with the following provision:


      "This Agreement shall be effective on the date first written above for
      an initial term which shall extend from January 1, 1992 until December
      31, 1993.  This Agreement shall remain in effect after the initial term
      for two successive three (3) year terms commencing January 1, 1994.
      Thereafter, this Agreement shall remain in effect for successive one
      (1) year terms provided that neither party has provided notice of
      termination of the Agreement, as set forth in Section 5.2(b) below."

   4.  Term and Termination.  Section 5.2(b) of the Terminal Service Agreement
is amended by adding new sections 5.2(b)(iii) and (iv) as set forth below:

      "(iii)  by either party upon written notice to the other party at least
      one hundred eighty (180) days' prior to the expiration of the initial
      term, or any subsequent term, of the Agreement.

      (iv)  by NOVUS Services upon thirty (30) days' written notice to
      Company following receipt of notice, as described in Section 2.4 above,
      of any increases to the fees applicable to the Agreement."

   5.  Non-Exclusivity.  Section 5.10 of the Terminal Service Agreement is
deleted in its entirety and replaced with the following provision:

      "This Agreement and the rights granted hereunder to each of the parties
      are non-exclusive.  Nothing in this Agreement shall prevent either party
      from engaging in or offering arrangements similar to those set forth
      herein with other parties."

   6.  The amended Schedule of Services and Schedule of Fees attached hereto
shall be effective as of the dates thereon.

   7.  This Second Amendment shall be effective on the date first written
above.

   8.  Any capitalized terms used herein and not otherwise defined shall have
the meanings given to them in the Terminal Service Agreement.  Except as
provided in this Second Amendment, or as necessary and appropriate to give
meaning to the terms of this Second Amendment, the terms and conditions of the
Terminal Service Agreement shall remain in full force and effect.

   The parties, intending to be legally bound, have executed this Second
Amendment.


SPS PAYMENT SYSTEMS, INC.                  NOVUS SERVICES, INC.

By:/s/Thomas W. Clarke                     By:/s/Tony Leal, Jr.
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Name: Thomas W. Clarke                     Name: Tony Leal, Jr.
      ---------------------------------          ----------------------------

Title: Vice President Network Services     Title: Vice President
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