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                                                             Exhibit 10.12 (iii)


                                    TERM NOTE
                                                                January 14, 1997
                                                               Chicago, Illinois

$8,500,000


         FOR VALUE RECEIVED, the undersigned, CREDENTIALS SERVICES
INTERNATIONAL, INC., a Delaware corporation ("Borrower"), hereby unconditionally
promises to pay to the order of LASALLE NATIONAL BANK ("Lender"), at Lender's
office at 136 South LaSalle Street, Chicago, IL 60603, or at such other place as
Lender may from time to time designate in writing, the principal sum of EIGHT
MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($8,500,000). This Term Note is
referred to in and was executed and delivered pursuant to that certain Credit
Agreement of even date herewith (as amended, restated or otherwise modified from
time to time, the "Credit Agreement") between Borrower and Lender, to which
reference is hereby made for a statement of the terms and conditions under which
the Term Loan evidenced hereby was made and is to be repaid. Capitalized terms
used herein but not otherwise defined herein are as defined in the Credit
Agreement. This Term Note is secured by the Collateral.

         Unless otherwise required to be paid sooner pursuant to the provisions
of the Credit Agreement, the principal indebtedness evidenced hereby shall be
payable in eleven (11) consecutive installments in the amounts and at the times
specified in Section 2.01(b) of the Credit Agreement payable on the last day of
each calendar quarter commencing on March 31, 1997 and continuing thereafter
until September 30, 1999.

         Borrower further promises to pay interest on the outstanding unpaid
principal amount hereof from the date hereof until paid in full at the
applicable rate or rates specified in Section 2.11 (a) of the Credit Agreement;
provided, however, at the election of Lender, following the occurrence and
during the continuance of any Event of Default, Borrower promises to pay to
Lender interest on the unpaid principal amount hereof at the applicable rate or
rates specified in Section 2.11(c) of the Credit Agreement. Interest shall be
payable in arrears on the dates specified in Section 2.11(b) of the Credit
Agreement. Interest shall be computed on the basis of a 360 day year for the
actual number of days elapsed in the period during which it accrues.

         At the time of each payment or prepayment of principal of the Term
Loan, Lender shall make a notation either on the schedule attached hereto and
made a part hereof or in Lender's own books and records; provided, however,
that the failure of Lender to make such recordation or notation shall not
affect the Obligations of Borrower hereunder or under the Credit Agreement.

         Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower.

         THIS TERM NOTE HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN
MADE AT CHICAGO, ILLINOIS AND SHALL BE INTERPRETED, AND THE RIGHTS AND
LIABILITIES OF BORROWER AND LENDER HEREUNDER, SHALL BE DETERMINED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.  Whenever possible each
provision of this Term Note shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Term
Note shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Term Note. Whenever in this Term Note reference is made to Lender or
Borrower, such reference shall be deemed to include, as applicable, a reference
to their respective successors and assigns. The provisions of this Term Note
shall be binding upon and shall inure to




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the benefit of such successors and assigns. Borrower's successors and assigns
shall include, without limitation, a receiver, trustee or debtor in possession
of or for Borrower.

         IN WITNESS WHEREOF, the undersigned has executed this Term Note as of
the date first written above.

                                        CREDENTIALS SERVICES INTERNATIONAL, INC.


                                        By:  /s/ Vineet Pruthi 
                                          --------------------------------------
                                        Name:  Vineet Pruthi 
                                        Title: Chief Financial Officer