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                                                                 EXHIBIT 10.2.1



                   AMENDMENT TO MASTER AGREEMENT AND SCHEDULE

This is an Amendment (the "Amendment"), with an effective date of June 1, 2000,
to that Master Agreement between Netzee, Inc. ("Netzee") and The Bankers Bank
(the "Bankers Bank") with an effective date of March 1, 2000 (the "Original
Agreement"; and, as amended by this Amendment, the "Amended Agreement"),
pertaining to an Internet/Intranet based banking product referred to as the
"Link," Link Product" or "System" in the Original Agreement which is designed to
provide Correspondent Banking Institutions which are Bankers Bank's customers -
sometimes referred to as "Participating Banks," with means to communicate
electronically with Bankers Bank and perform certain electronic banking
transactions. Capitalized terms used and not defined herein shall have the
meaning given in the Original Agreement.

A License/Services Schedule with an Effective Date of March 1, 2000 was also
entered into by the parties as an Addendum to the Master Agreement (the
"Original Addendum"; and, as amended by this Amendment, the "Amended Addendum").

As more specifically provided in this Agreement, the parties have agreed that
prior to the occurrence of a Trigger Event (as defined below) Banker' Bank will
be allowed, alone or in collaboration with The Independent BankersBank (the
"Host Partner"), to host, maintain and customize the Link for the benefit of its
or their respective Participating Banks ("Authorized Participating Banks"),
using equipment and resources independently provided or procured, and allowed
additional rights after the occurrence of a Trigger Event, all as more
particularly set forth below, and accordingly the parties desire to amend the
terms of the Original Agreement and the Original Addendum as follows:

(1)      Promptly following execution of this Amendment, Bankers Bank will pay
         Netzee the sum of $1,100,000. Of this amount, $262,963 is to cover
         services previously rendered and work product previously delivered by
         Netzee to Bankers Bank in the months of March, April and May 2000; and
         the remainder, $837,037 (the "Transition Fee"), is in consideration of
         the rights and licenses granted in Paragraph (2) below and the services
         to be provided by Netzee pursuant to Paragraph (3) below. Such payment
         is non-cancelable and non-refundable.

(2)      For the purposes of this Amendment, the "Escrowed Software" shall mean
         the software commonly known as the Link that has the features set forth
         below and as such features have been subsequently added to or enhanced
         by or on behalf of Netzee on or before June 30, 2000:


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ACCOUNT DELIVERY

FUNDS TRANSFER

         Bank to Bank Transfer
         Internal Transfer
         Local Clearing
         Recurring Wire Table

INTERNATIONAL WIRE

         Exchange Rates
         Foreign Drafts
         Recurring Table

ACH

         ACH Received
         ACH Origination
         ACH Return/Notice of Change
         Recurring Table
         EFTPS
         ENR

INVESTMENTS

         Increase/Decrease Fed Funds
         Investments Research Requests
         Corporate Sweep Messages
         Securities Purchased and Sold
         Stock Order or Sale
         Pledge & Repo/Resell Maintenance
         Treasury Fund Factor
         Messages
                  Fed Fund Rates
                  T-Bill Rates
                  Wallstreet Report
                  Investment Broadcast Reports
                  Bond Portfolio Reports
                  Transaction Advices
                  Safekeeping Income Report

FILE DELIVERY

         MICR Delivery
         Open Case
         Case Inquiry
         Cash Letter Worksheet
         Reports
                  Check Adjustment Advice
                  Cash Letter Availability

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                  Over Night Fed Fund Report

FRB SERVICES
         Coin/currency Order & Shipment
         COIN/CURRENCY ORDER & Shipment Notification
         Large Dollar Return Item
         Recurring Savings Bond Table
         Series EE and I
         T T & L Report
         FR2900 Import

NOTIFICATIONS
         FR2900 Confirmation
         FED ACH Advice
         Fed Funds Sold & Purchased
         Weekly Fed Fund Re-Cap
         Incoming & Outgoing Wire Advices
         Internal Transfer Advice
         Miscellaneous Entry Advice
         Savings Bond Order Advice
         T T & L Advice

STATEMENT DELIVERY

         Account Analysis
         FRB Statement
         Daily and Weekly Account Statements
         FRB Charges

EVENT NOTIFICATION

DETAILED ADMINISTRATION CONTROLS

To the extent consistent with the foregoing and existing and available for
Netzee to provide Bankers Bank, the Escrowed Software shall include, without
limitation, copies of the Host Software; the Client Software; any existing
technical manuals associated with the Escrowed Software; existing maintenance
tools (such as test programs and program specifications); tools and
documentation used in the administration of the Escrowed Software, existing menu
and support programs and subroutine libraries in source and object code form;
existing compilation procedures in human and machine readable form; existing
execution procedures in human and machine readable form; existing end user
documentation; and existing system flow charts, programmers' notes, program flow
charts, file layouts, report layouts, and screen layouts. Unless otherwise
expressly qualified, Escrowed Software shall include such software in its source
code and object code forms.

Netzee hereby grants to Bankers Bank the following nonexclusive, royalty free
rights and licenses:


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         (a)      to load, store, use, operate, and make copies of the Escrowed
                  Software (including any Modifications, as hereinafter defined)
                  for Bankers Bank's internal operations and, to the extent so
                  authorized by Bankers Bank, the operations of Authorized
                  Participating Banks (the "Users");

         (b)      to market, distribute, and sublicense to Users the Client
                  Software and any other portions of the Escrowed Software
                  (including any Modifications) necessary or reasonably
                  appropriate to the use of the Escrowed Software (including any
                  Modifications) and its functionality by Authorized
                  Participating Banks;

         (c)      to provide support and maintenance services for the Escrowed
                  Software (including any Modifications) to Users;

         (d)      to grant licenses to use the source code and other portions of
                  the Escrowed Software (including any Modifications) to Users
                  in accordance with source code escrow agreements, which
                  licenses are contingent on the occurrence of Bankers Bank's
                  insolvency, bankruptcy, contract default, failure to maintain
                  or modify the Escrowed Software, or similar circumstances;

         (e)      to compile, assemble, and otherwise transform source code
                  portions of the Escrowed Software (including any
                  Modifications) into object code;

         (f)      to alter, revise, modify, enhance, update and create other
                  modifications to the Escrowed Software (collectively,
                  "Modifications"), provided Netzee shall have no responsibility
                  with regard to the production, implementation, use or
                  performance of such Modifications; and

         (g)      to make and allow Users to make back up and archival copies of
                  the Escrowed Software (including Modifications).

The term of the licenses granted under this Amendment is perpetual, unless
earlier terminated as a result of a default under the Amended Agreement. Except
as provided in Paragraph 1 above, Netzee acknowledges and agrees that no fees or
royalties are currently or will in the future be payable under the Amended
Agreement, unless Bankers Bank requests and Netzee agrees to provide additional
services. The Users may utilize the services of independent service providers,
contractors or facility managers and, in connection with such services, provide
them access to the Escrowed Software to maintain and/or modify, or access and/or
operate on the User's behalf, any hardware of the Users or their suppliers,
other software owned or licensed by any User, and/or the Escrowed Software,
provided that use of the Escrowed Software is solely by or for the Users. As a
condition of each independent service provider's access to the Escrowed
Software, the independent service provider shall execute a confidentiality
agreement with the applicable User in which the independent service provider
agrees to use the Escrowed Software, and information obtained from the
applicable User concerning the Escrowed Software, only to perform services for
the applicable User, and agrees not to disclose any information concerning the
Escrowed Software to any third party.


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Netzee will provide to Bankers Bank a copy in acceptable form of the Escrowed
Software. Netzee will also provide to Bankers Bank, to the extent such
information is available or can be reasonably obtained, a list of the third
party systems, equipment, and software programs required for use and/or support
of the Escrowed Software. Bankers Bank shall be the exclusive owner of all
right, title, and interest (including, without limitation, all copyright,
patent, trade secret and other intellectual property rights) in and to all
Modifications to the Escrowed Software created by or on behalf of Bankers Bank
(provided that, in such regard, the ownership pertains to newly added or changed
material or content, as opposed to pre-existing material or content, the
ownership of which is retained by Netzee, and provided further that, if Netzee
participates in creation of such Modifications, Netzee retains its rights to
those portions of such Modifications that Netzee creates unless otherwise so
agreed in the context of the particular transaction). Both parties agree to
perform, during or after term of this Amended Agreement, such further deliveries
or execute such further instruments as may be necessary or desirable to
transfer, perfect and defend each party's respective ownership rights in the
Escrowed Software and any Modifications thereto as contemplated by the Amended
Agreement, as requested by either party.

Until the occurrence of a "Trigger Event" (defined below), use of the Escrowed
Software by the Users shall be limited to the internal business requirements of
such Users. Until the occurrence of a Trigger Event (but not thereafter),
Bankers Bank agrees not to license, or provide services using, the Escrowed
Software to any correspondent bank that is or becomes a licensee of Netzee or of
other business organizations licensed or engaged by Netzee with respect to the
same or similar software or services.

Upon the occurrence of a Trigger Event Bankers Bank is further granted the
nonexclusive, royalty free rights and licenses to market, distribute, and
sublicense, either directly or through resellers, value added resellers,
distributors, original equipment manufacturers, and similar entities and/or
provide services regarding the Escrowed Software (including any Modifications)
to bankers banks in addition to the Host Partner, and to banks which are
customers of such other bankers banks, whereupon such further bankers banks and
such other banks shall be deemed additional "Users" for purposes of this
Agreement.

For the purposes of this Amendment, a "Trigger Event" means one or more of the
following occurrences:

         (a)      Netzee files for relief under the federal Bankruptcy Code, or
                  any action is filed against Netzee under such Code and such
                  action is not cured within 30 days;

         (b)      Netzee enters into a general assignment for the benefit of
                  creditors;

         (c)      Netzee otherwise substantially ceases doing business, without
                  any successor organization undertaking such business; or

         (d)      A Trigger Event shall be deemed to have occurred on and at all
                  times after June 30, 2005.


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The rights and licenses granted in this Paragraph (2) are irrespective of the
fact that the conditions for release set forth in Section 7 of the Original
Agreement has not been met, and, to the extent expressly set forth herein, will
supersede the provisions of Section 7 of the Original Agreement, as well as any
other agreement providing for the license, reversion or release of the Software
to Banker's Bank.

The Bankers Bank will deliver to Netzee within fifteen (15) days after the end
of each calendar quarter (ending March 31, June 30, October 31, and December 31)
a certificate of an officer of Bankers Bank indicating the name and number of
Participating Users of Bankers Bank, except that the names (but not the numbers)
do not have to be provided in the event Netzee at any time incurs a change of
control of Netzee sufficient that the new controlling entity or entities are
able to change a majority of the Board of Directors of Netzee, whether by virtue
of a merger or consolidation with, a sale of all or substantially all of its
assets to, or otherwise.

(3)      Netzee shall provide the following transition support to one or both
         Bankers Bank and Host Partner, as they direct:

         (a)      Assistance with delivery of the Software and information
                  described in Paragraph (2) above.

         (b)      Knowledge transfer with regard to status of development of
                  features and options currently included or planned for the
                  Escrowed Software.

         (c)      Reasonable cooperation of technical personnel of Netzee, as
                  available.

         (d)      Periodic consultation and support with regard to core business
                  processes included in the Escrowed Software, to the extent
                  known and available from Netzee as part of its normal
                  business.

                  The parties will confer monthly with regard to scheduling and
                  circumstances of support to be provided to Bankers Bank and
                  the Host Partner. The foregoing support will be provided
                  jointly to Bankers Bank and the Host Partner. The Transition
                  Fee shall be considered earned in equal monthly amounts
                  between June 1, 2000 and February 28, 2001.

(4)      Except as provided in Paragraphs (3) above and (5) below, Netzee will
         have no responsibility to provide Services of any nature to Bankers
         Bank or Participating Users. In no event will Netzee have any
         continuing obligation to Bankers Bank or Participating Users after
         February 28, 2001. Bankers Bank and the applicable Participating Users
         shall hereafter have sole responsibility for creation, testing,
         implementation and support of the System, and Bankers Bank will hold
         Netzee harmless from any obligation or liability arising from such
         operation and activity. The Maintenance Agreement, scheduled to
         commence March 1, 2001, is terminated.


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(5)      Netzee warrants to Bankers Bank as follows:

         (a)      Netzee owns or has acquired rights to all proprietary
                  interests in the Escrowed Software necessary to grant the
                  rights set forth in this Amendment. This subparagraph (a)
                  shall not supercede any warranty or indemnification of either
                  party previously entered with respect to the ownership or
                  right to license the Escrowed Software or any part thereof.

         (b)      The Escrowed Software is not subject to any lien, security
                  interest, or similar instrument or conveyance that could have
                  the effect of terminating Bankers Bank's license rights
                  hereunder without Bankers Bank's written consent.

(6)      Except as provided in this Amendment, the Original Agreements shall
         remain in effect.



THE BANKERS BANK




BY: /S/ KEVIN TWEDDLE
    -------------------------
    KEVIN TWEDDLE




NETZEE, INC.




BY: /S/ RICHARD S. EISWIRTH
    -------------------------
     RICHARD S. EISWIRTH




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