EXHIBIT
      10.14

    


    INFORMATION
      TECHNOLOGY SERVICES AGREEMENT

    BETWEEN

    FIDELITY
      INFORMATION SERVICES, INC.

    And

    SOLERA
      BANK, N.A. (IO)

    


    THIS
      AGREEMENT by and between Fidelity
      Information Services, Inc.,
      an
      Arkansas corporation with offices located at 601 South Lake Destiny Road, Suite
      300, Maitland, Florida 32751 (“Fidelity”) and Solera
      Bank, N.A. (IO),
      with
      offices located at 6920 W. 38th
      Avenue,
      Wheat Ridge, Colorado 80033 (“Customer”) (each of Fidelity and Customer, a
“party,” and collectively, the “parties”) is made as of the later of the dates
      on which the parties sign below (“Effective Date”).

    


    The
      parties have agreed to certain General Terms and Conditions as more particularly
      identified below and attached hereto (“General Terms”). The parties agree that
      the General Terms shall be incorporated by reference to each Schedule identified
      below and attached hereto (“Schedule”) as well as to such additional Schedule(s)
      as may be agreed to by the parties from time to time, provided however, that
      each such Schedule explicitly incorporates these General Terms. 

    


    The
      parties acknowledge that each has reviewed the version number, as set forth
      below, used to identify the General Terms and the Schedule(s) attached hereto
      and confirm that said version number is the correct version of the General
      Terms
      and Schedule(s) to which each party has agreed.

    


    The
      parties hereby agree that each Schedule combined with the General Terms and
      this
      Signature Page constitutes a separate and independent legal agreement between
      the parties (“Agreement”).

      


    
      
        	x	
                GENERAL
                  TERMS AND CONDITIONS

              	
                (GTC104v1
                  dated 01/22/06)
                  

              
	x	
                BancPac
                  Service Bureau Processing Schedule 

              	
                (SCHBNCPCSB100v1
                  dated 01/22/06)

              
	x	
                Software
                  License Schedule 

              	
                (SCHLIC104v1
                  dated 01/22/06)

              
	x	
                Software
                  Maintenance Schedule 

              	
                (SCHMAINT103v1
                  dated 01/22/06)

              
	x	
                Item
                  Processing Services Schedule 

              	
                (SCHIP100v1
                  dated 01/22/06)

              
	x	
                Equipment
                  Purchase Schedule 

              	
                (SCHBPEQPURCH100v1
                  dated 01/22/06)

              
	x	
                Network
                  Services Schedule 

              	
                (SCHNS102v1
                  dated 01/22/06)

              
	x	
                Internet
                  Banking Services Schedule 

              	
                (SCHIB103v1
                  dated
                  01/22/06)

              
	x	
                Electronic
                  Bill Payment Services Schedule 

              	
                (SCHCFBP101v1
                  dated 01/22/06)

              
	x	
                Website
                  Development and Hosting Services Schedule 

              	
                (SCHWEB101v1
                  dated 01/22/06)

              
	x	
                Electronic
                  Funds Transfer Services Schedule 

              	
                (SCHEFT102v1
                  dated
                  01/22/06)

              


      

THE
      AUTHORIZED OFFICER OR REPRESENTATIVE OF EACH PARTY has signed this Agreement
      as
      a legally binding obligation of such party.

     

    
      	FIDELITY INFORMATION
              SERVICES, INC.	 	SOLERA
              BANK, N.A. (IO)
	 	 	 	 	 
	By:	
                 
                

            	 	By: 	
              /s/
                Robert Fenton

            
	Name:	 Gary
              Norcross	 	Name:	 Robert
              Fenton
	Title:	
               President,
                Integrated Financial Solutions

            	 	Title:	
               EVP,Chief
                Operating Officer(Proposed)

            
	Date:	
                    
                

            	 	Date:	
               March
                22, 2006

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                       

    
      GENERAL
        TERMS AND CONDITIONS

      


      These
        General Terms and Conditions (“General Terms”) shall apply to and be
        incorporated by reference into each and every Signature Page and Schedule
        between Fidelity Information Services, Inc. of Maitland,
        Florida (“Fidelity”) and Solera Bank, N.A. (IO) of Wheat Ridge,
        Colorado (“Customer”) (each of Fidelity and Customer, a “party,” and
        collectively, the “parties”) and shall be coterminous with each such Schedule
        provided however that each such Signature Page and Schedule explicitly
        incorporates by reference these General Terms. 

       

      1.    DEFINITIONS

      


      Except
        as may be modified in any Addenda to these General Terms, a Schedule or
        attachment thereto, the following defined terms shall have the meanings ascribed
        to them below.

      


      
        	 	
                1.1

              	
                “Adjustment
                  Date” shall mean the first of
                  the month in which the anniversary of the Commencement Date, as
                  defined in
                  each Schedule, falls each year.

              


      

      


      
        	 	
                1.2

              	
                “Affiliate”
                  shall mean a company which owns or controls, directly or indirectly,
                  a
                  majority of the stock of one of the parties, or a company whose
                  stock is
                  owned or controlled, directly or indirectly, by one of the parties
                  or its
                  parent.

              


      

      


      
        	
              	1.3	
                “Agreement”
                  shall be as defined on the applicable Signature
                  Page.

              


      

      


      
        	 	
                1.4

              	
                “Attachment”
                  shall mean the document setting forth the fees for contracted products
                  and/or services as described in the Schedule and which is attached
                  to such
                  Schedule and may be numbered. 

              


      

      


      
        	 	
                1.5

              	
                “Commencement
                  Date”
                  shall be specifically defined in the appropriate Schedule(s) describing
                  an
                  item of Software, Third Party Software, Equipment or a Service
                  to be
                  provided to Customer. 

              


      

      


      
        	 	
                1.6

              	
                “Confidential
                  Information”
                  shall mean all information of a non-public nature including Customer
                  Proprietary Information and Fidelity Proprietary Information.
                  “Confidential Information” shall also include all “non-public personal
                  information” as defined in Title V of the GLB Act that Fidelity receives
                  from or at the direction of Customer and that concerns any of Customer’s
                  “customers” and/or “consumers” (as defined in the GLB
                  Act).

              


      

      


      
        	 	
                1.7

              	
                “CPI-U”
                  shall mean Consumer Price Index for All Urban Consumers-Other Goods
                  and
                  Services as published by the U.S. Department of Labor, Bureau of
                  Labor
                  Statistics.

              


      

      


      
        	 	
                1.8

              	
                “Customer”
                  shall mean the financial institution, company or entity other than
                  Fidelity listed on the Signature
                  Page.

              


      

      


      
        	 	
                1.9

              	
                “Customer Proprietary
                  Information”
                  shall mean all of Customer’s data, output, and any Customer-provided
                  software, if applicable, and any modifications to the
                  foregoing.

              


      

      


      
        	 	
                1.10

              	
                “Equipment”
                  shall mean the hardware that may be identified in a Schedule and/or
                  Attachment as being sold or leased to Customer pursuant to the
                  terms of
                  such Schedule.

              


      

      


      
        	 	
                1.11

              	
                “Escalation
                  Procedures”
                  shall mean the procedures set forth in Section 16.3 of these General
                  Terms
                  and Conditions.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                1.12

              	
                “Expiration
                  Date” shall mean the last day of the Initial Term or of the
                  then-current Renewal Term.

              


      

      


      
        	 	
                1.13

              	
                “Fidelity
                  Proprietary Information”
                  shall mean specifications, manuals, tapes, programs, file formats,
                  user
                  documentation, and the Software and other materials belonging to,
                  developed by, and/or furnished to Customer by Fidelity and any
                  enhancements or modifications to the
                  foregoing.

              


      

      


      
        	 	
                1.14

              	
                “GLB
                  Act”
                  shall mean the Gramm-Leach-Bliley Act (15 U.S.C. Section 6801,
                  et seq.)
                  and the implementing regulations thereunder, as the same may be
                  amended
                  from time to time.

              


      

       

      
        	 	
                1.15

              	
                “Initial
                  Term” shall be set forth in the applicable
                  Schedule.

              


      

      


      
        	 	
                1.16

              	
                “Press
                  Release”
                  shall mean any news release, public announcement, news media response
                  or
                  other form of release of information concerning this Agreement
                  or the
                  transactions contemplated hereby that is intended to provide such
                  information to the news media or the
                  public.

              


      

      


      
        	
              	1.17	
                “Renewal
                  Term”
                  shall be set forth in the applicable Schedule.


              


      

      


      
        	 	
                1.18

              	
                “Schedule(s)”
                  shall mean each of the separate schedule(s) which further describe
                  the
                  products and/or services being provided to Customer by Fidelity
                  and to
                  which these General Terms apply.

              


      

      


      
        	 	
                1.19

              	
                “Services”
                  shall mean the services that are described in a Schedule, including,
                  not
                  limited to, data processing, support, recovery, and/or consulting
                  services.

              


      

      


      
        	 	
                1.20

              	
                “Signature
                  Page”
                  shall be the cover page attached to these General Terms and/or
                  each
                  Schedule which requires a signature by each of the parties. A separate
                  Signature Page shall be signed each time the parties agree to add
                  another
                  Schedule to these General Terms which shall more specifically identify
                  the
                  Schedule being attached.

              


      

      


      
        	 	
                1.21

              	
                “Software”
                  shall mean the object code version of the proprietary computer
                  programs of
                  Fidelity that may be identified in a Schedule and/or Attachment
                  as being
                  licensed to Customer pursuant to the terms of such Schedule and/or
                  Attachment.

              


      

       

      
        	
              	1.22	
                “Term”
                  shall be as set forth in the applicable Schedule.
                  

              


      

      


      
        	 	
                1.23

              	
                “Termination
                  Date”
                  shall be the last day that a product(s) or service(s) is being
                  provided to
                  Customer by Fidelity.

              


      

      


      
        	 	
                1.24

              	
                “Third
                  Party Software”
                  shall mean the object code version of the proprietary computer
                  programs of
                  a third party that may be identified in a Schedule and/or Attachment
                  as
                  being licensed by Customer pursuant to the terms of such Schedule.
                  

              


      

      


      2.    TERMINATION
        AND RENEWAL

       

      2.1 Right
        to Terminate.
        Either party may elect to terminate this Agreement if: (a) the other party
        fails
        to cure any material default hereunder within ninety (90) days after receipt
        of
        written notice from the non-defaulting party, which notice shall specify
        the
        nature and extent of any such material default (except for a default caused
        by
        nonpayment by Customer which is addressed in Section 3.3 or for a material
        breach of the confidentiality obligations as set forth in Section 9); or
        (b) the
        other party ceases to do business, makes a composition or assignment for
        the
        benefit of creditors, becomes bankrupt or insolvent, or is found subject
        to any
        provisions of the bankruptcy code concerning involuntary bankruptcy or similar
        proceeding.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      2.2 Method
        of Termination.
        Exercise of the right to terminate under Section 2.1 must be accomplished
        by
        written notice (in accordance with Section 17.2) to the defaulting party,
        specifying the basis for such termination, and fixing the Termination Date
        which
        shall be a date following the date of such notice. If either party is
        terminating under Section 2.1 (a) above, in which the other party has failed
        to
        cure a default, such written notice shall allow one hundred eighty (180)
        days
        following the date of such notice for complete termination of Services unless
        otherwise specified in a Schedule. If either party is terminating under Section
        2.1 (b) above, no notice of default or cure period is required and such written
        notice will allow thirty (30) days following the date of such notice for
        complete termination of this Agreement.

      


      2.3 No
        Waiver of Default.
        The
        failure of either party to exercise any right of termination hereunder shall
        not
        constitute a waiver of the rights granted herein with respect to any subsequent
        default.

      


      2.4 Extended
        Services.
        Any
        services that are provided to Customer after the expiration or termination
        of
        this Agreement, for which a written agreement has not been entered into by
        the
        parties, shall be provided by Fidelity on a month-to-month basis subject
        to the
        terms and conditions of this Agreement, except that the fees for such services
        shall be one hundred twenty-five percent (125%) of Fidelity’s then-current
        standard fees.

      


      2.5 Liquidated
        Damages.
        If this
        Agreement is terminated by Customer for any reason other than as permitted
        under
        Section 2.1, Customer shall pay to Fidelity, as liquidated damages and in
        addition to all unpaid amounts due and owing to Fidelity under this Agreement
        from the Effective Date up to and including the Termination Date, (i) a fee
        equal to the remaining fees due under this Agreement from the day immediately
        following the Termination Date through the end of the Term or then current
        Renewal Term had the termination not occurred; (ii) with respect to any
        transaction-based services, an amount equal to the average of all
        transaction-based fees paid by Customer on average per month during the six
        (6)
        month period immediately preceding the Termination Date, multiplied by the
        number of months remaining in the Term or the then current Renewal Term;
        (iii)
        any termination and shutdown costs incurred by Fidelity; and
        (iv)
        the
        then net book value of all software and hardware acquired by Fidelity to
        perform
        the Services hereunder on Customer’s behalf during the Term or any Renewal Term,
        if any.
        No
        refund of fees shall be made to Customer. Termination and shutdown costs
        may
        include, but are not necessarily limited to: costs actually incurred by Fidelity
        to cancel leases, licenses, subcontractor or other similar agreements, and
        costs
        associated with termination and/or relocation of dedicated resources. Fidelity
        shall use its reasonable efforts to mitigate the termination and shutdown
        costs.

      


      2.6 Date
        Fees are Payable.
        All known fees described in this Section 2 are due and payable prior to the
        earlier of (a) sixty (60) days prior to the Termination Date or (b) the release
        of any data in Fidelity’s possession to Customer. Any fees not known as of the
        date notice is given will be invoiced to Customer as they are incurred by
        Fidelity. Furthermore, in addition to the fees described in this Section
        2,
        Customer shall continue to make all payments due and payable to Fidelity
        pursuant to this Agreement for any Services rendered through the Termination
        Date. The fees described in this Section 2 are exclusive of any fees associated
        with deconversion.

      


      2.7 Return
        of Fidelity
        Data. Upon termination of these General Terms or any
        Schedule attached hereto, Customer will, at its expense, promptly return
        to
        Fidelity or destroy all copies of written or electronic materials, maintenance
        and policy manuals and other publications of Fidelity relating to the Services
        being so terminated (collectively "Copies"). Customer will destroy all Copies
        contained on any hard drive or other fixed medium of storage. Within sixty
        (60)
        days from the date of termination of these General Terms or any Schedule
        attached hereto, an officer of Customer will certify in writing to Fidelity
        that
        Customer has complied with all requirements of this Section. 

      


      3.    FEES
        AND EXPENSES

      


      3.1 Fees
        Payable to
        Fidelity. The fees payable pursuant to this Agreement are set forth in the
        Schedule and/or Attachment, shall be paid in U.S. Dollars, and shall be due
        to
        Fidelity within thirty (30) days of date of invoice, except as set forth
        in
        Section 2. Customer shall also pay to Fidelity any pass-through costs, fees
        and
        charges imposed upon Fidelity related to the Services provided hereunder.
        All
        payments due to Fidelity hereunder shall, unless otherwise indicated, be
        mailed
        to Fidelity at the remittance address on the invoice. If mutually agreed
        between
        the parties, Customer may alternatively make all payments under this Agreement
        by wire transfer or ACH of immediately available U.S. funds to an account
        or
        accounts designated by Fidelity. In the event that the due date of any payment
        is not a day upon which banks are open in the United States, then the due
        date
        of the payment shall be the next bank business day. Any amount not received
        by
        Fidelity within fifteen (15) days after the payment due date shall be subject
        to
        interest on the balance overdue at a rate equal to the lesser of: (i) the
        prime
        rate plus two percent (2%) per annum, as published in the Wall Street Journal
        on
        the first Monday (or next bank business day) following the payment due date;
        or
        (ii) the highest rate permitted by law, in each case for the number of days
        from
        payment due date up to and including the date payment is actually received
        by
        Fidelity. However, if any amount is not paid when due, Fidelity may, at its
        option, immediately suspend performance hereunder until payment is made,
        in
        addition to any other rights or remedies provided to Fidelity by this Agreement
        or applicable law.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      3.2 Disputed
        Charges.
        Should
        Customer dispute in good faith all or a portion of the amount due on any
        invoice
        or require any adjustment to an invoiced amount, Customer shall notify Fidelity
        in writing prior to the payment due date, of the nature and basis of the
        dispute
        and/or adjustment as soon as possible using the dispute resolution procedures
        set forth in Section 16 of this Agreement. Each party shall use its reasonable
        efforts to resolve the dispute prior to the payment due date. If the parties
        are
        unable to resolve the dispute prior to the payment due date, Customer shall
        nevertheless pay the entire amount to Fidelity by the due date. If it is
        ultimately determined that Customer should not have paid such amount to
        Fidelity, Fidelity shall credit this amount, plus interest in accordance
        with
        Section 16.1 of this Agreement on Customer’s next invoice.

      


      3.3 Monetary
        Default.
        Failure to pay any amount due under this Agreement, excluding disputed charges
        described in Section 3.2, within thirty (30) days of the date of invoice
        shall
        be deemed a monetary default (“Monetary Default”). In the event such Monetary
        Default is not cured within seven (7) business days after written notice
        is
        provided to Customer from Fidelity, then Fidelity may suspend or cancel
        Customer’s use of or access to the Services relating to the Monetary Default and
        may terminate this Agreement and pursue any and all other rights in law or
        equity that Fidelity may have. In addition to the foregoing, in the event
        that
        two (2) monetary defaults occur within any six (6) month period, Fidelity,
        at
        its sole discretion, may change the payment terms (including, but not limited
        to, requiring payment by wire, or requiring payment in advance of Fidelity
        providing or delivering such Services).

      


      3.4 Adjustment
        of Fees. The
        recurring fees, as outlined in the Schedule(s) and/or Attachment(s) (non-pass
        through and non-one-time fees) shall be adjusted annually on the Adjustment
        Date. Fees shall be increased, but not decreased, by the percentage increase
        in
        the CPI-U for the month of December preceding the Adjustment Date over the
        CPI-U
        for the month of December in the immediately preceding year. If additional
        products and/or services are added to the Agreement, the fees for such
        additional products or services shall be adjusted on such Adjustment Date
        in
        accordance with this Section. In the event the CPI-U is unavailable in time
        to
        allow the adjustment to be made on the Adjustment Date, Customer shall continue
        to pay the then-current fees for the Services until the CPI-U is made public,
        at
        which time the adjustment shall be calculated retroactively to the Adjustment
        Date, and Customer shall immediately pay to Fidelity any difference between
        the
        fees actually paid and adjusted fees. The adjustments shall be compounded
        and
        cumulative. In the event the CPI-U is discontinued or revised during the
        Initial
        Term or any Renewal Term, Fidelity shall select another governmental index
        or
        computation as a substitute for the CPI-U in order to obtain substantially
        the
        same result as if the CPI-U had not been discontinued or revised. Fidelity
        reserves the right to adjust at any time, pass-through costs, fees and charges,
        outside its control.

      


      3.5 Payment
        of One-Time
        Fees. Except as may be specifically stated in a Schedule and/or Attachment
        or otherwise mutually agreed by the parties in writing, Customer shall pay
        all
        one-time fees in the following manner: fifty percent (50%) upon Customer’s
        signing of this Agreement and/or as set forth in the Schedule(s), as applicable,
        and the remaining fifty percent (50%) on the Commencement Date.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      3.6 Payment
        of Recurring
        Fees. Fidelity will commence invoicing Customer for
        the recurring fees set forth in the Schedule and/or Attachment on the
        Commencement Date and Customer shall pay such fees as invoiced.

      


      3.7 Travel
        and Expenses.
        Customer shall reimburse Fidelity for all reasonable travel and expenses
        related
        to the performance of any Services provided by Fidelity that require Fidelity
        personnel to travel.

      


      3.8 Mergers
        and
        Acquisitions. At Customer’s request and subject to Section 17.11, Fidelity
        will provide additional licenses, process additional data and perform additional
        Services resulting from any merger, acquisition, affiliation or restructuring
        (regardless of form) involving Customer for fees to be mutually agreed upon
        prior to the time Customer begins using the Software or Services in the expanded
        environment.

      


      4.    TAXES

      


      All
        charges and fees to be paid by Customer under this Agreement are exclusive
        of
        any applicable withholding, sales, use, value added, excise, services or
        other
        United States or foreign tax which may be assessed on the provision of the
        Services. In the event that a withholding, sales, use, value added, excise,
        services or other United States or foreign tax is assessed on the provision
        of
        any of the Services provided to Customer under this Agreement, Customer will
        pay
        directly, reimburse or indemnify Fidelity for such taxes, as well as any
        applicable interest, penalties and other Fidelity fees and expenses. The
        parties
        will cooperate with each other in determining the extent to which any tax
        is due
        and owing under the circumstances, and shall provide and make available to
        each
        other any resale certificates, information regarding out-of-state or country
        use
        of materials, services or sale, and other exemption certificates or information
        reasonably requested by either party. Customer shall not be liable for payment
        of any taxes based on Fidelity’s net income.

      


      5.    FORCE
        MAJEURE

      


      Fidelity
        shall not be liable for any loss, expense, error or delay, including but
        not
        limited to delays in processing of data or delivery of output or items to
        Customer, or any inability to provide Services hereunder, from any cause
        beyond
        its reasonable control and without its fault or negligence, including, but
        not
        limited to, acts of God, acts of civil or military authority, government
        regulations, government agencies, delay or failure to receive any required
        government approvals, embargoes, epidemics, war, terrorist acts, riots,
        insurrections, fires, explosions, earthquakes, nuclear accidents, floods,
        power
        blackouts affecting facilities, unusually severe weather conditions, inability
        to secure products or services of other persons or transportation facilities,
        or
        acts or omissions of transportation carriers or omissions of third parties
        (including but not limited to acts or omissions of any third party service
        provider or equipment vendor, messenger service or telephone carrier). Upon
        the
        occurrence of a condition described in this Section 5, Fidelity shall give
        written notice to Customer describing the affected area of performance, and
        the
        parties shall promptly confer, in good faith, to agree upon equitable,
        reasonable action to minimize the impact, on both parties, of such condition,
        including, without limitation, implementing disaster recovery services. Fidelity
        shall use commercially reasonable efforts to minimize the delay caused by
        force
        majeure events and recommence the performance of Services affected by the
        force
        majeure event. In the event the delay caused by the force majeure event lasts
        for a period of more than thirty (30) days, the parties shall negotiate an
        equitable modification to this Agreement with respect to the Services affected
        by the force majeure event. If the parties are unable to agree upon an equitable
        modification within fifteen (15) days after the expiration of such thirty
        (30)
        day period, then Customer shall be entitled to serve thirty (30) days’ written
        notice of termination to Fidelity. If the force majeure event continues to
        affect performance of Services on the expiration of such thirty (30) day
        notice
        period, the portion of this Agreement relating to the affected Service shall,
        at
        Customer’s option, terminate. The remaining portion of this Agreement that does
        not involve the affected Service shall continue in full force and effect.
        In
        such event Fidelity shall be entitled to be paid for that portion of the
        affected Service that Fidelity has completed or is in the process of completing
        through the Termination Date.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      6.    EXCLUSIONS
        AND LIMITATION OF LIABILITY 

      


      As
        a
        condition precedent to any liability of Fidelity, Customer must notify Fidelity
        in writing of any alleged negligence or breach of this Agreement as promptly
        as
        reasonably possible, but in no event later than five (5) business days following
        the day on which such alleged negligence or breach was, or could reasonably
        have
        been, discovered by Customer. FIDELITY’S LIABILITY, IF ANY, FOR ANY CLAIM, CAUSE
        OF ACTION OR LIABILITY WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING
        UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED
        TO
        LIABILITY FOR PROCESSING ERRORS OR NEGLIGENCE, SHALL BE LIMITED TO (I)
        CUSTOMER’S DIRECT DAMAGES, ACTUALLY INCURRED, WHICH UNDER NO CIRCUMSTANCES SHALL
        EXCEED FIDELITY’S CHARGES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING
        THE DATE OF THE ALLEGED NEGLIGENCE OR BREACH FOR THE PARTICULAR SERVICE TO
        WHICH
        CUSTOMER’S CLAIM PERTAINS OR (II) THE FINANCIAL REMEDIES SPECIFIED IN ANY
        SCHEDULE, IF APPLICABLE, WHICHEVER IS LESS. ALL DAMAGES SHALL BE REDUCED
        BY ANY
        AMOUNT RECEIVED BY CUSTOMER UNDER ANY INSURANCE POLICY COVERING THE EVENT
        GIVING
        RISE TO THE LIABILITY. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL FIDELITY
        BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
        DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, CLAIMS FOR
        LOSS OF
        REVENUE OR PROFITS, OR FOR CLAIMS OR DEMANDS MADE BY ANY THIRD PARTIES, EVEN
        IF
        FIDELITY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FIDELITY SHALL HAVE
        NO
        LIABILITY, EXPRESS OR IMPLIED, WHETHER ARISING UNDER CONTRACT, TORT OR OTHERWISE
        WHICH RESULTS DIRECTLY OR INDIRECTLY FROM THE INTERNAL OPERATIONS AND
        PERFORMANCE OF ANY CUSTOMER PROVIDED SOFTWARE OR ANY ENHANCEMENT, DEVELOPMENT
        OR
        MAINTENANCE THEREOF.  This Section
        also limits the liability of any agent, employee or Affiliate of
        Fidelity.

      


      7.    REPRESENTATIONS,
        WARRANTIES AND COVENANTS

      


      7.1 No
        Interference with Contractual Relationship.
        Each
        party warrants that, as of the date hereof, it is not subject to any contractual
        obligation that would prevent it from entering into this Agreement. Customer
        and
        Fidelity each further warrant to the other that entering into this Agreement
        shall not cause or induce it to breach any of its other contractual
        obligations.

      


      7.2 Covenant
        of Good Faith.
        Each of
        the parties agrees that, in its respective dealings with each other with
        respect
        to this Agreement, it shall act fairly and in good faith.

      


      7.3 Authorization
        and Effect. Each
        party represents and warrants to the other that the person signing this
        Agreement on behalf of the respective party has the requisite authority to
        do
        so, that both parties have been represented by counsel in their review of
        and
        prior to executing this Agreement and no further assurances are required
        for
        either party to be bound by the terms and conditions of this
        Agreement.

      


      7.4 Customer
        Software. If
        necessary for Fidelity to perform its obligations under this Agreement, Customer
        represents and warrants to Fidelity that any Customer software shall conform
        in
        all material respects with its documentation and specifications. 

      


      7.5 Professional
        and Workmanlike.  
        Each
        party represents and warrants to the other that they shall perform their
        respective obligations under this Agreement in a professional and workmanlike
        manner.

      


      7.6 Exclusive
        Provider. Customer represents and warrants that
        Fidelity, its Affiliates and/or subcontractors will be Customer’s sole and
        exclusive provider of the Services.

      


      7.7 Disclaimer
        of Warranties. EXCEPT
        AS
        SPECIFICALLY PROVIDED IN THIS AGREEMENT, FIDELITY MAKES NO REPRESENTATION
        OR
        WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED
        TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
        OR NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS WITH RESPECT TO ANY THIRD PARTY
        SOFTWARE OR EQUIPMENT, AND CUSTOMER AGREES THAT ALL SUCH OTHER REPRESENTATIONS
        AND WARRANTIES THAT ARE NOT PROVIDED IN THIS AGREEMENT ARE HEREBY EXCLUDED
        AND
        DISCLAIMED.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      THE
        PARTIES ACKNOWLEDGE THAT FIDELITY HAS SET ITS PRICES AND ENTERED INTO THIS
        AGREEMENT IN RELIANCE UPON THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET
        FORTH
        IN THIS AGREEMENT AND THE DISCLAIMERS OF WARRANTIES SET FORTH HEREIN, AND
        THAT
        THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE
        PARTIES
        AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DISCLAIMERS OF
        WARRANTIES SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND
        TO
        HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

      


      8.    INDEMNIFICATION

       

      8.1 Infringement
        of Fidelity Software.
        Subject
        to Section 6, Fidelity shall defend, at its own expense, any claim or action
        brought by any third party against Customer or against its officers, directors,
        employees, Customer’s
        Affiliates, or agents for actual infringement of any patent, copyright or
        other
        intellectual property right (including, but not limited to, misappropriation
        of
        trade secrets) based upon the Software furnished hereunder by Fidelity to
        provide Services to Customer hereunder. Furthermore, Fidelity shall indemnify
        and hold Customer and the Customer’s
        Affiliates harmless from and against any and all liabilities, losses, costs,
        damages, and expenses (including reasonable attorneys' fees) associated with
        any
        such claim or action incurred by Customer and the Customer’s
        Affiliates. Fidelity shall have the sole right to conduct and control the
        defense of any such claim or action and all negotiations for its settlement
        or
        compromise, unless otherwise mutually agreed to in writing between the parties
        hereto. Fidelity shall give Customer, and Customer shall give Fidelity, as
        appropriate, prompt written notice of any written threat, warning or notice
        of
        any such claim or action against Fidelity or Customer, as appropriate, or
        any
        other user or any supplier of components of the Software, which could have
        an
        adverse impact on Customer’s use of same, provided Fidelity or Customer, as
        appropriate, knows of such claim or action. If, in any such suit so defended,
        all or any part of the Software (or any component thereof) is held to constitute
        an infringement or violation of any other party's intellectual property rights
        and is enjoined, or if in respect of any claim of infringement, and if Fidelity
        deems it advisable to do so, Fidelity shall at its sole option take one or
        more
        of the following actions at no additional cost to Customer: (a) procure the
        right to continue the use of the same without material interruption for
        Customer; (b) replace or modify the Software with non-infringing software
        or
        component thereof without adversely altering its function or performance
        in any
        material way; or (c) take back the infringing Software or component thereof
        and
        credit Customer with an amount equal to the license fee for such Software
        or
        component thereof paid by the Customer. The foregoing represents the sole
        and
        exclusive remedy of Customer with regard to any of the above infringements
        or
        alleged infringements.

      


      8.2 Infringement
        of
        Customer-Provided Software. Customer shall defend, at its own expense, any
        claim or action brought by any third party against Fidelity or against its
        officers, directors, employees, Fidelity’s Affiliates, or agents for actual or
        alleged infringement of any patent, copyright or other intellectual property
        right (including, but not limited to, misappropriation of trade secrets)
        based
        upon the Customer-provided software furnished hereunder by Customer, if any.
        Furthermore, Customer shall indemnify and hold Fidelity and Fidelity’s
        Affiliates harmless from and against any and all liabilities, losses, costs,
        damages, and expenses (including reasonable attorneys’ fees) associated with any
        such claim or action incurred by Fidelity and Fidelity’s Affiliates. Customer
        shall have the sole right to conduct the defense of any such claim or action
        and
        all negotiations for its settlement or compromise, unless otherwise mutually
        agreed to in writing between the parties hereto. Customer shall give Fidelity,
        and Fidelity shall give Customer, as appropriate, prompt written notice of
        any
        written threat, warning or notice of any such claim or action against Fidelity
        or Customer, as appropriate, or any other user or any supplier of components
        of
        Customer-provided software covered hereunder, which could have an adverse
        impact
        on Fidelity’s use of same, provided Fidelity or Customer, as appropriate, knows
        of such claim or action. If in any such suit so defended, all or any part
        of the
        Customer-provided software (or any component thereof) is held to constitute
        an
        infringement or violation of any other party's intellectual property rights
        and
        is enjoined, or if in respect of any claim of infringement, Customer deems
        it
        advisable to do so, Customer shall at is sole option take one or more of
        the
        following actions at no additional cost to Fidelity: (a) procure the right
        to
        continue the use of the same without material interruption for Fidelity;
        (b)
        replace or modify the Customer-provided Software with non-infringing software
        or
        component thereof without adversely altering its function or performance
        in any
        material way; or (c) relieve Fidelity of its obligation to use such
        Customer-provided software to perform the applicable Services hereunder.
        The
        foregoing represents the sole and exclusive remedy of Fidelity with regard
        to
        any of the above infringements or alleged infringements.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      9.    CONFIDENTIAL
        INFORMATION

      


      9.1 Ownership.
        All
        Customer Proprietary Information disclosed by Customer in connection with
        this
        Agreement is and shall remain the sole property of Customer. All Fidelity
        Proprietary Information disclosed in connection with this Agreement is and
        shall
        remain the sole property of Fidelity and shall include any modification,
        enhancement, interface, upgrade, or change, and all software, source code,
        blueprints, diagrams, flow charts, specifications, functional descriptions
        or
        training materials relating thereto.

      


      9.2 Confidentiality
        Obligation. All Confidential Information disclosed by Customer or Fidelity
        to the other during the Initial Term or any Renewal Term shall be: (a) used
        solely for the purposes of administering and otherwise implementing the terms
        of
        this Agreement and (b) protected by the receiving party in accordance with
        the
        terms of this Section 9. For purposes of this Agreement, Fidelity acknowledges
        that the Customer Proprietary Information is “Confidential Information” of
        Customer, and Customer acknowledges that the Fidelity Proprietary Information
        is
“Confidential Information” of Fidelity. “Confidential Information” shall also
        include all “non-public personal information” as defined in Title V of the
        Gramm-Leach-Bliley Act (15 U.S.C. Section 6801, et seq.) and the implementing
        regulations thereunder (collectively, the “GLB Act”), as the same may be amended
        from time to time, that Fidelity receives from or at the direction of Customer
        and that concerns any of Customer’s “customers” and/or “consumers” (as defined
        in the GLB Act).

      


      9.3 Nondisclosure
        Covenant.
        Except
        as set forth in this Section 9, the parties shall not disclose any Confidential
        Information of the other party in whole or in part, including derivations,
        to
        any third party, without the prior written consent of the other party, except
        that Fidelity may disclose Customer’s Confidential Information to Fidelity’s
        subcontractors and agents in order to carry out Fidelity’s responsibilities
        under this Agreement, provided that Fidelity first executes a confidentiality
        agreement with each such subcontractor and/or agent. Confidential Information
        shall be held in confidence by the receiving party and its employees,
        contractors, subcontractors, and agents and shall be disclosed only to those
        of
        the receiving party's employees, contractors, subcontractors or agents who
        have
        a need to know it in connection with the administration and implementation
        of
        this Agreement. Under no circumstances shall Customer disclose the Software
        to,
        or use the Software on behalf of a competitor of Fidelity. The rights and
        obligations of the parties hereto under this Section 9 shall survive any
        termination or expiration of this Agreement.

      


      9.4 Exceptions.
        The
        obligations of this Section 9 shall not apply to any Confidential Information
        which:

      


      
        	 	
                (a)

              	
                is
                  or becomes publicly known through no wrongful act, fault or negligence
                  of
                  the receiving party;

              


      

      


      
        	 	
                (b)

              	
                was
                  known by the receiving party prior to disclosure and the receiving
                  party
                  was not under a duty of
                  nondisclosure;

              


      

      


      
        	 	
                (c)

              	
                was
                  disclosed to the receiving party by a third party who was free
                  of
                  obligations of confidentiality to the party providing the
                  information;

              


      

      


      
        	 	
                (d)

              	
                is
                  approved for release by written authorization of the disclosing
                  party;
                  and

              


      

      


      
        	 	
                (e)

              	
                is
                  furnished to a third party by the disclosing party owning the Confidential
                  Information without a similar restriction on the third party's
                  rights.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
        anything to the contrary contained herein, either party may disclose
        Confidential Information of the other: (1) pursuant to a requirement or official
        request of a governmental agency, a court or administrative subpoena or order,
        or any applicable legislative or regulatory requirement; (2) in defense of
        any
        claim or cause of action asserted against such party or any of its Affiliates,
        officers, directors, employees or agents; (3) as otherwise permitted by the
        GLB
        Act; (4) as required by law or national stock exchange rule; or (5) as otherwise
        permitted under this Agreement.

      


      9.5 Confidentiality
        of this Agreement; Protective Arrangements

      


      (a) The
        parties acknowledge that this Agreement contains confidential information
        that
        may be considered proprietary by one or both of the parties, and agree to
        limit
        distribution of this Agreement to those individuals with a need to know the
        contents of this Agreement. In no event may this Agreement be reproduced
        or
        copies shown to any third parties (exclusive of contractors, subcontractors
        and
        agents who have a need for it) without the prior written consent of the other
        party, except as may be necessary by reason of legal, accounting, tax or
        regulatory requirements, in which event Customer and Fidelity shall exercise
        reasonable diligence in limiting such disclosure to the minimum necessary
        under
        the particular circumstances. Furthermore, the parties will seek commercial
        confidential status for this Agreement with any regulatory commission with
        which
        this Agreement must be filed, to the extent such a designation can be
        secured.

      


      (b) In
        addition, to the extent allowed by law, each party shall give notice to the
        other parties of any demands to disclose or provide Confidential Information
        received from the other or any third party under lawful process prior to
        disclosing or furnishing Confidential Information, and shall cooperate in
        seeking reasonable protective arrangements requested by the other
        party.

      


      9.6 Security
        Measures.
        Fidelity has implemented certain commercially reasonable security measures
        designed to safeguard Customer’s customer information, limit access to terminals
        and satisfy Fidelity’s confidentiality obligations set forth above. Upon
        Customer’s reasonable written request, Fidelity will make commercially
        reasonable efforts to adhere to security measures in addition to those measures
        previously implemented by Fidelity. If adherence to such Customer-requested
        security measures will increase Fidelity’s costs of operation, Customer will pay
        Fidelity for the implementation and/or adherence to such additional security
        measures requested by Customer. Fidelity shall disclose to Customer any breach
        in security of its systems which compromises, or is reasonably likely to
        compromise, Customer’s Confidential Information following discovery or
        notification of such breach. Fidelity shall disclose the aforementioned
        information to Customer by the most expedient means possible and without
        unreasonable delay, unless and to the extent instructed by law enforcement
        or
        similar government agency to do otherwise.

      


      9.7 Return
        of Customer
        Proprietary Information. At the request of Customer, and upon payment to
        Fidelity of all monies due under the terms of this Agreement, Fidelity shall
        return any Customer Proprietary Information held by Fidelity to Customer.
        

      


      10.    AUDIT
        RECORDS

      


      10.1 Customer’s
        Audit Records.
        Customer shall be responsible for maintaining all necessary audit records
        required by law or any regulatory authority having jurisdiction over
        Customer.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      10.2 Third
        Party Audit Records.
        Fidelity shall provide to Customer a copy of any applicable required audit
        report (which may include Fidelity’s SAS70 Type II or AUP) upon written request.
        Fidelity may charge Customer a reasonable and customary charge for such report.
        

       

      11.    REGULATORY
        COMPLIANCE 

      


      11.1 Compliance. During
        the Initial Term and any Renewal Term, Fidelity shall maintain the Software
        and
        Services so that they will be in compliance with the applicable federal banking
        data processing output requirements specified by the federal authorities
        applicable to Customer. Customer will make Fidelity aware of any applicable
        local and/or state regulatory requirements that are different from those
        imposed
        by federal banking regulatory authorities. Any changes required by such state
        or
        local requirements which Fidelity agrees to make shall be paid for by Customer,
        and to the extent possible, Fidelity shall endeavor to obtain consents to
        share
        the costs of such charges required by such state and local requirements among
        the Fidelity customers affected. Customer shall be responsible for compliance
        with all applicable laws and governmental regulations related to the Services
        except as set forth herein.

      


      11.2 Final
        Regulatory Approval
        for De Novo Banks. If, after Customer uses its best efforts to receive its
        final regulatory approvals required for Customer to commence operations,
        Customer fails to receive such approvals for any reason, Customer may terminate
        this Agreement and may receive a refund of certain fees paid to Fidelity
        hereunder. Customer shall be responsible for paying Fidelity for all costs
        and
        expenses incurred by Fidelity in the performance of its obligations hereunder
        through the date that written notification of such failure is received by
        Fidelity, including all fees for implementation and other services provided
        through such date, and all fees for software and hardware purchased by Fidelity
        on Customer’s behalf. Customer shall provide to Fidelity proof of ratification
        of this Agreement by the Board of Directors of Customer following the grant
        of
        its banking charter by the applicable regulatory agency governing the issuance
        Customer’s charter and approval of its applicable business entity as Fidelity
        may reasonably request. In no event shall Fidelity install any hardware at
        Customer’s site before Customer has received regulatory approval for its charter
        and the sale of its stock for funding purposes is complete. In the event
        that
        Fidelity is able to sell or use such hardware elsewhere within one hundred
        and
        twenty (120) days from receipt of such notification from Customer, Customer
        shall receive an equitable refund for such hardware, not to exceed fifty
        percent
        (50%) of the cost of such hardware.

       

      12. DISASTER
        RECOVERY

      


      In accordance
        with FFIEC business continuity regulations, Fidelity has put in place a disaster
        recovery plan designed to minimize the risks associated with a disaster
        affecting Fidelity’s ability to provide the Services under this Agreement. The
        aforesaid plan shall be tested annually. Fidelity does not warrant that Services
        will be uninterrupted or error free in the event of a disaster. Fidelity
        shall
        maintain adequate backup procedures including storage of duplicate record
        files
        as necessary to reproduce Customer’s records and data, as may be applicable. In
        the event of a service disruption due to reasons beyond Fidelity’s control,
        Fidelity shall use commercially reasonable efforts to mitigate the effects
        of
        such an occurrence. Customer is responsible for adopting a disaster recovery
        plan relating to disasters affecting Customer’s facilities and for securing
        business interruption insurance or other insurance necessary for Customer’s
        protection. Upon reasonable request, Customer may review Fidelity’s disaster
        recovery plan.

       

      13. SUBCONTRACTING 

      


      Customer
        agrees that Fidelity may, in its sole discretion, subcontract all or any
        part of
        its obligations hereunder to one or more subcontractors, but in no event
        shall
        Customer be required, without prior written consent, to look to any such
        subcontractor directly for performance of any such obligation or to make
        any
        payment directly to any subcontractor.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      14. INSURANCE

      


      For
        so long as this Agreement remains in effect, Fidelity shall have and maintain
        in
        force the following Insurance coverages:

       

      14.1 Statutory
        workers’ compensation in accordance with all Federal, state, and local
        requirements; 

      


      14.2 Employers
        liability insurance, with minimum limits of coverage of: 

      


      (a) one
        million dollars ($1,000,000) per accident, bodily injury (including death)
        by
        accident; 

      


      (b) one
        million dollars ($1,000,000) for bodily injury (including death) by disease;
        and

      


      (c) one
        million dollars ($1,000,000) per employee for bodily injury (including death)
        by
        disease as required by the state wherein the services hereunder are to be
        performed.

      


      14.3 Commercial
        general liability with minimum limits of coverage of two million dollars
        ($2,000,000) general aggregate, and one million dollars ($1,000,000) per
        occurrence for bodily injury, property damage and personal injury;

      


      14.4 Automobile
        liability insurance, including Fidelity owned, leased, and non-owned vehicles
        with a minimum combined single limit of one million dollars
        ($1,000,000);

      


      14.5 Property
        insurance, covering the hardware and other equipment used by Fidelity to
        fulfill
        its obligations under this Agreement; 

      


      14.6 Errors
        and omissions, including technology E&O coverage, with minimum limits of
        five million dollars ($5,000,000) per claim;

      


      14.7 Umbrella
        (excess) liability insurance for the above-referenced comprehensive general
        liability and employer’s liability coverages in an amount of not less than five
        million dollars ($5,000,000) per occurrence; and

      


      14.8 Crime
        insurance, with coverage extended to include property of Customer in the
        care,
        custody, or control of Fidelity, or for which Fidelity is legally
        liable.

      


      15.    FINANCIAL
        STATEMENTS

      


      As
        of the Effective Date, Fidelity is a wholly owned subsidiary of a publicly
        traded company, Fidelity National Financial, Inc. (“FNF”). As a publicly traded
        company, FNF discloses its financial information pursuant to United States
        securities laws and regulations. That financial information includes the
        financial statement segment reporting of Fidelity. A copy of FNF’s financial
        information is available at www.FNF.com or through the Securities and
        Exchange Commission’s EDGAR website. If at any time in the future Fidelity’s
        financial segment information is no longer publicly available, Fidelity agrees
        to provide Customer with such information.

      


      16.    DISPUTE
        RESOLUTION

      


      16.1 Dispute
        Resolution
        Procedures. In the event a dispute arises between Fidelity and Customer with
        respect to the terms and conditions of this Agreement, or any subject matter
        governed by this Agreement, such dispute shall be settled as set forth in
        this
        Section. In the event that a party initiates the dispute resolution procedures
        in accordance with this Section, then during such procedure any time periods
        providing for termination of the Agreement or curing any material breach
        under
        Section 2 shall be automatically suspended, except with respect to any
        termination or breach arising out of Customer’s failure to make timely and
        complete payments to Fidelity under this Agreement. At such time as the dispute
        is resolved, interest at a rate equal to the prime rate per annum as published
        in the Wall Street Journal, or the highest rate permitted by law (as calculated
        on the basis of the actual days in the applicable calendar year) for the
        period
        of dispute shall be paid to the party entitled to receive the disputed monies
        to
        compensate for the lapsed time between the date such disputed amount originally
        was to have been paid (or was paid) through the date monies are paid (or
        credited) in settlement of the dispute.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      16.2 Claims
        Procedures. 
        If any
        party shall have any dispute with respect to the terms and conditions of
        this
        Agreement, or any subject matter referred to in or governed by this Agreement,
        that party (through the Fidelity Account Manager or the Customer Account
        Manager, as the case may be) shall provide written notification to the other
        party (through the Fidelity Account Manager or the Customer Account Manager,
        as
        the case may be) in the form of a claim identifying the issue or amount
        disputed, if applicable, and including a detailed reason for the claim. The
        party against whom the claim is made shall respond in writing to the claim
        within thirty (30) days from the date of receipt of the claim document. The
        party filing the claim shall have an additional thirty (30) days after the
        receipt of the response to either accept the resolution offered by the other
        party or request implementation of the Escalation Procedures. Failure to
        meet
        the time limitations set forth in this Section shall automatically result
        in the
        implementation of the Escalation Procedures.

      


      16.3 Escalation
        Procedures

      


      (a) Each
        of
        the parties will negotiate, in good faith, any claim or dispute that has
        not
        been satisfactorily resolved following the claim resolution procedures described
        in Section 16.2. To this end, each party will escalate any and all unresolved
        disputes or claims in accordance with Section 16.3(b)
        before
        taking further action.

      


      (b) If
        the negotiations conducted pursuant
        to Section 16.2 do not lead to resolution of the underlying dispute or claim
        to
        the satisfaction of the parties, then either party may notify the other in
        writing that it desires to escalate the dispute or claim to the individual
        executives on the other party’s staffs who are responsible for operations for
        resolution (“Executives”). Upon receipt by the other party of such written
        notice, the dispute or claim shall be so escalated and the Executives shall
        negotiate in good faith and each use their reasonable efforts to resolve
        such
        dispute or claim. The location, format, frequency, duration and conclusion
        of
        these escalated discussions shall be left to the discretion of the Executives
        involved. Upon agreement, the Executives may utilize other alternative dispute
        resolution procedures to assist in the negotiations. Discussions and
        correspondence among the Executives for purposes of these negotiations shall
        be
        treated as confidential information developed for purposes of settlement,
        exempt
        from discovery and production, and shall not be admissible in subsequent
        proceedings between the parties. Documents identified in or provided with
        such
        communications, which are not prepared for purposes of the negotiations,
        are not
        so exempted and may, if otherwise admissible, be admitted in evidence in
        such
        subsequent proceeding.

       

      16.4 Arbitration
        Procedures. In the event that a claim, controversy or dispute between the
        parties with respect to the terms and conditions of this Agreement, or any
        subject matter governed by this Agreement, which is subject to arbitration
        hereunder has not been resolved by use of the claims procedures described
        in
        Section 16.2 or the Escalation Procedures described in Section 16.3, either
        party may, within thirty (30) days after the Executives have met to address
        such
        claims, controversy or dispute, request binding arbitration of the issue
        in
        accordance with the following procedures:

      


      (a) Either
        party may request arbitration by giving the other party written notice to
        such
        effect, which notice shall describe, in reasonable detail, the nature of
        the
        dispute, controversy or claim. The Commercial Arbitration Rules of the American
        Arbitration Association, 1939 Rhode Island Avenue, N.W., Suite 509, Washington,
        D.C. 20036 ("AAA") will govern any such arbitration.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (b) Upon
        either party's request for arbitration, an arbitrator shall be selected by
        mutual agreement of the parties to hear the dispute in accordance with AAA
        rules. If the parties are unable to agree upon an arbitrator, then either
        party
        may request that the AAA select an arbitrator and such arbitrator shall hear
        the
        dispute in accordance with AAA rules. The arbitration shall be held in Orlando,
        Florida.

      


      (c) Each
        of
        the parties shall bear its own fees, costs and expenses of the arbitration
        and
        its own legal expenses, attorneys' fees and costs of all experts and witnesses.
        Unless the award provides otherwise, the parties will share equally the fees
        and
        expenses of the arbitration procedures, including the fees of the
        arbitrator(s).

      (d) Any
        award
        rendered pursuant to such arbitration shall be final, conclusive and binding
        upon the parties, and any judgment thereon may be entered and enforced in
        any
        court of competent jurisdiction.

      


      (e) Notwithstanding
        the provisions of this Section 16, the parties to this Agreement agree that
        the
        only circumstance in which disputes between them will not be subject to the
        provisions of this Section exists when: i) a party defaults under the provisions
        of Section 9 of this Agreement; or ii) a party makes a good faith determination
        that a breach of the terms of this Agreement by the other party is such that
        the
        damages to such party resulting therefrom will be so immediate, so large
        or
        severe and so incapable of adequate redress after the fact that a temporary
        restraining order and/or other immediate injunctive relief is the only adequate
        remedy for such breach. If a party making such a determination files a pleading
        with a court seeking such immediate injunctive relief and this pleading is
        challenged by the other party to this Agreement and the challenging party
        succeeds in such challenge, the party filing such pleading seeking immediate
        injunctive relief shall pay all of the costs and attorneys' fees of the party
        successfully challenging such pleading. 

      


      16.5 Claim
        Expiration.
        No
        claims to be resolved under this Section 16 may be made more than six (6)
        months
        after the date by which the fault or failure was or should reasonably have
        been
        discovered; failure to make such a claim within the six (6) month period
        shall
        forever bar the claim.

      


      17.    GENERAL

      


      17.1 Independent
        Contractor.
        It is
        agreed that Fidelity is an independent contractor and that:

      


      (a) Customer
        Supervisory Powers.
        Customer has no power to supervise, give direction or otherwise regulate
        Fidelity’s operations or its employees.

      


      (b) Employees.  
        Each
        party shall be solely responsible for payment of compensation to its respective
        personnel and for any injury to them in the course of their employment. Each
        party shall assume full responsibility for payment of all federal, state,
        local
        and foreign taxes or contributions imposed or required under unemployment
        insurance, social security and income tax laws with respect to such persons.
        

      


      (c) Relationship.
        The
        parties acknowledge that each party is engaged in a business which is
        independent from that of the other party and each party shall perform its
        obligations as an independent contractor. Neither party is an agent of the
        other
        party and has no authority to represent the other party as to any matters,
        except as authorized herein.

      


      17.2 Notices.
        All
        notices required by this Agreement shall be in writing; shall be sent by
        certified mail, return receipt requested or personally delivered to the other
        party at the address set forth below, or such other address as subsequently
        shall be given by either party to the other in writing; and shall be deemed
        effective upon personal delivery to the other party or three (3) days after
        mailing if mailed with sufficient postage and properly addressed.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      If
        to
        Fidelity:

      Fidelity
        Information Services, Inc.

      601
        South
        Lake Destiny Road

      Maitland,
        Florida 32751

      Attn.: President,
        Integrated Financial Solutions

      


      With
        a
        copy to:

      Fidelity
        Information Services, Inc.

      601
        Riverside Avenue, 12th
        Floor

      Jacksonville,
        Florida 32204

      Attn.: General
        Counsel

      


      If
        to
        Customer:

      Solera
        Bank, N.A. (IO)

      6920
        W.
        38th
        Avenue

      Wheat
        Ridge, Colorado 80033

      Attn.: CFO

      


      17.3 Headings
        and Construction.
        The
        text headings used in this Agreement are for convenience only and shall not
        be
        used in construing the meaning, intent, or interpretation of the provisions
        hereof.

      


      17.4 Survival.
        Termination or expiration of this Agreement will not affect the rights or
        obligations of the parties that arose prior to, or that are expressly intended
        by their terms to continue beyond, any such termination or expiration, and
        such
        rights or obligations, and the dispute resolution procedures set forth in
        this
        Agreement will survive any such termination or expiration. 

      


      17.5 Entire
        Agreement and Amendments.
        This
        Agreement contains the entire agreement of the parties hereto and supersedes
        all
        prior oral and written agreements, statements and understandings between
        the
        parties concerning the subject matter hereof. No other agreement, statement
        or
        promise made by any party hereto or by any employee, officer, or agent of
        any
        party hereto that is not in writing and signed by the parties is binding.
        This
        Agreement may not be amended in any fashion except by written instrument,
        executed by the parties hereto, specifically providing for the amendment
        of this
        Agreement. 

      


      17.6 Severability. In
        the
        event that any one or more of the provisions contained in the Agreement shall
        for any reason be held to be invalid or unenforceable in any respect under
        law,
        such invalidity or unenforceability shall not affect any other provision
        of this
        Agreement, but this Agreement shall be construed as if such provision(s)
        had
        never been contained herein, provided that the removal of such provision(s)
        does
        not materially alter the burdens or benefits of either of the parties under
        this
        Agreement.

      


      17.7 Third
        Party
        Beneficiaries. The provisions of this Agreement are
        for the benefit of the parties and not for any other person. Should any third
        party institute proceedings against a party to this Agreement, this Agreement
        shall not provide any such person with any remedy, claim, liability,
        reimbursement, cause of action, or other right. Customer agrees that the
        Services are for the benefit of Customer only unless otherwise agreed in
        writing. Customer agrees not to resell or re-market the Services to any third
        party.

      


      17.8 Executed
        in Counterparts.
        This
        Agreement may be executed in counterparts, each of which shall be considered
        an
        original, but such counterparts shall together constitute but one and the
        same
        document.

      


      17.9 Remedies
        Cumulative.
        Unless
        otherwise provided for under this Agreement, all rights of termination or
        cancellation, or other remedies set forth in this Agreement, are cumulative
        and
        are not intended to be exclusive of other remedies to which the injured party
        may be entitled by law or equity in the case of any breach or threatened
        breach
        by the other party of any provision of this Agreement. Use of one or more
        remedies shall not bar the use of any other remedy for the purpose of enforcing
        any provision of this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      17.10 Publicity;
        Fidelity Service Marks, Trademarks, Names and Logos. The parties shall
        consult with each other in preparing any Press Release that mentions or implies
        a relationship or names the other party in any way. Neither party shall issue
        or
        cause the publication of any such Press Release without the prior written
        consent of the other party, except that nothing herein will prohibit either
        party from issuing or causing publication of any such Press Release to the
        extent that such action is required by applicable law or the rules of any
        national stock exchange applicable to such party or its Affiliates, in which
        case the party wishing to make such disclosure will, if practicable under
        the
        circumstances, notify the other party of the proposed time of issuance of
        such
        Press Release and consult with and allow the other party reasonable time
        to
        comment on such Press Release in advance of its issuance. Customer may not
        use a
        service mark, the name or logo of Fidelity or its Affiliates for promotion
        or
        any other purpose without Fidelity’s prior written consent. Any request for such
        consent shall be in writing and shall include samples of, or designs for,
        Customer’s proposed use, which will conform to the graphic standards adopted
        from time-to-time by Fidelity or its Affiliates. Such use shall be in full
        compliance with such other terms and conditions specified by Fidelity.


      


      17.11 Assignment.
        Customer
        shall not make any assignment hereof without the prior written consent of
        Fidelity. Nothing in this Agreement is to be construed to limit or restrict
        the
        right of Fidelity to effect any assignment of this Agreement by merger,
        reorganization, sale of corporate assets or other corporate change as long
        as
        the Services outlined in this Agreement continue. This Agreement shall inure
        to
        the benefit of and all obligations and duties of any party under this Agreement
        shall be binding on all successors in interest and permitted assigns of such
        party. If the other party consents to the assignment, the proposed assignee
        or
        transferee shall, upon completion of the assignment, automatically succeed
        to
        the corresponding rights, interests, and obligations of the assigning and
        transferring party and shall be a successor of such party for purposes of
        this
        Agreement.

      


      17.12 Governing
        Law and Venue.
        The
        laws of the State of Florida govern this Agreement. Any action brought as
        a
        result, directly or indirectly, of this Agreement in accordance with Section
        16.4 (e) shall be brought in a court of competent jurisdiction in Orlando,
        Florida.

      


      17.13 Order
        of Precedence.
        The
        terms and conditions set forth in this Agreement shall apply to all Schedules,
        Attachments, Exhibits, Professional Services Agreements (PSAs) and Statements
        of
        Work (SOWs) attached hereto. To the extent any of the provisions are found
        to be
        in conflict with other provisions in the Agreement, the order of precedence
        of
        the Agreement documents is as follows: the provisions of the Attachments
        shall
        take precedence respectively, followed by the Exhibits respectively, followed
        by
        each Schedule, then the Agreement’s General Terms and Conditions, and then any
        applicable PSA or SOW respectively.

      


      17.14 Non-Solicitation
        of Employees.
        Neither
        Customer nor Fidelity will solicit the services of or hire any employee of
        the
        other party during the Initial or any Renewal Term of this Agreement without
        first obtaining the written consent of the other party. Notwithstanding the
        foregoing, Customer and Fidelity understand and agree that the following
        shall
        not constitute solicitation under this Section 17.14: (i) employment
        solicitations directed to the general public at large, including without
        limitation newspaper, radio, internet and television advertisements, and
        (ii) an
        employment solicitation directed by a party to an employee of the other party,
        and any related communications, that occurs after a communication regarding
        employment that was initiated by the employee.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      FIDELITY
        INFORMATION SERVICES, INC.

      BANCPAC
        SERVICE BUREAU PROCESSING SCHEDULE

      


      INITIAL
        TERM

      Five
        (5) Years

      


      RENEWAL
        TERM

      Five
        (5)
        Years 

      


      COMMENCEMENT
        DATE

      The
        date
        that the Services are first installed and available for Customer's use in
        a
        production environment, which is signified by Fidelity turning the system
        over
        to Fidelity support.

       

      This
        Schedule together with any attachments and/or exhibits hereto, the General
        Terms
        and Conditions to be signed concurrently with this Schedule ("General Terms"),
        and any written modifications thereto signed and agreed to by Fidelity
        Information Services, Inc.
        of
        Maitland, Florida ("Fidelity") and Solera
        Bank, N.A. (IO) of
        Wheat
        Ridge, Colorado ("Customer") from time to time hereafter shall be referred
        to as
        the “Data Processing Agreement” or “Agreement".

       

      This
        Schedule supersedes and replaces any and all prior agreements between the
        parties and/or their affiliates, subsidiaries, predecessors, successors,
        or
        assigns for the same or similar services as those described in this
        Schedule.

       

      1.    TERM

       

      Unless
        otherwise terminated as provided for in the General Terms or as may be set
        forth
        herein, the term of this Agreement shall commence on the Commencement Date
        and
        shall expire at the end of the Initial Term set forth above. Thereafter,
        this
        Agreement will automatically renew for the period of the Renewal Term(s)
        set
        forth above unless either party gives the other party written notice of at
        least
        one hundred eighty (180) days prior to the expiration date of the Term then
        in
        effect that this Agreement will not be renewed beyond such Term. The Initial
        Term and the Renewal Term(s) are herein collectively referred to as
        "Term".

       

      2.    FEES

       

      Customer
        agrees to pay to Fidelity the Fees for Services as set forth in the Pricing
        Attachment (“Attachment 2”) beginning on the Commencement Date in accordance
        with the payment terms set forth in the General Terms. The fees set forth
        in
        Attachment 2 are exclusive of any fees associated with de-conversion
        fees.

       

      3.    SERVICES

       

      
        	 	
                3.1

              	
                Description
                  of Services. Fidelity shall provide the outsource processing services
                  ("Services") described in this Agreement and such additional services
                  as
                  may be added by the parties from time to time in writing at the
                  then
                  current pricing for such additional services. Services shall be
                  provided
                  in accordance with applicable Fidelity user and operation manuals,
                  bulletins, guidelines, procedures, policies and similar materials,
                  as
                  established and revised from time to time, and in accordance with
                  the
                  Service Performance Standards attached hereto as Exhibit A. Fidelity
                  will
                  provide the Services on its own and/or through one or more Fidelity
                  affiliates and/or subcontractors and shall be the sole and exclusive
                  provider of the Services to Customer. Fidelity shall process MICR
                  data,
                  records, and all other input furnished to Fidelity (collectively,
                  "Data")
                  and shall prepare and make available, in accordance with such procedures
                  and schedules established by Fidelity, all documents, reports,
                  Customer
                  statements and other output (collectively,
                  "Output").

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.2

              	
                Method
                  of Delivery. The method of delivery of Data shall be either (1)
                  by
                  messenger delivery of printed Data or (2) by electronic transmission.
                  The
                  method of delivery of Output shall be by remote print at the designated
                  Customer location. The method of delivery will be selected during
                  implementation of the Services. A request from Customer to change
                  such
                  method must be received by Fidelity at least sixty (60) days prior
                  to the
                  requested date change. Any fees or charges resulting from such
                  change
                  shall be in accordance with Fidelity's then-prevailing fee schedule.
                  Customer will furnish, at its own expense, all printers, manpower,
                  forms
                  and paper for printing, unless otherwise stated in this
                  Agreement.

              


      

       

      
        	 	
                3.3

              	
                Time
                  Zone. For purposes of this Agreement, it is understood that any
                  times that
                  are listed are for the time zone in which Customer is headquartered,
                  unless otherwise stated or agreed. 

              


      

       

      4.    DATA

       

      
        	 	
                4.1

              	
                Data
                  Conversion. Prior to the Commencement Date, Fidelity shall provide
                  the
                  programming and mapping required to convert Customer's Data into
                  a format
                  compatible with the Fidelity System. Customer agrees to cooperate
                  with
                  Fidelity as reasonably necessary for Fidelity to complete the conversion
                  process. Among other things, Customer shall deliver conversion
                  input
                  information, in its entirety, in a mutually acceptable medium,
                  as and when
                  the parties agree. "Fidelity System" means the hardware and software
                  used
                  by Fidelity to provide the Services
                  hereunder.

              


      

       

      
        	 	
                4.2

              	
                Data
                  Review After Conversion. Fidelity shall notify Customer upon the
                  completion of Data conversion. Customer agrees to review and check
                  the
                  converted Data within ten (10) days following such notice and provision
                  of
                  the Data files to Customer. Fidelity reserves the right to postpone
                  conversion of Customer's Data if Customer is late in delivering
                  its
                  conversion input information or if any other circumstances arise
                  that
                  might jeopardize the successful completion of Customer's Data conversion
                  or the processing of the following days transactions for any other
                  customers of Fidelity.

              


      

       

      
        	 	
                4.3

              	
                Form.
                  Data shall be delivered by the method selected in accordance with
                  Section
                  0
                  to
                  the designated Fidelity facility at the times and in the form prescribed
                  by Fidelity. Fidelity shall not be liable for the accuracy, completeness
                  and authenticity of Data furnished to Fidelity by Customer, a Federal
                  Reserve Bank, an Automated Clearing House, or any other third party,
                  and
                  shall have no obligation or responsibility to audit, check or verify
                  the
                  Data. Customer shall be solely responsible for determining the
                  correctness
                  of magnetic ink encoding on items submitted for Customer's payment,
                  including but not limited to checks and drafts ("Items"); for verifying
                  dates, signatures, amounts, endorsements, authorizations, payment
                  notices,
                  collection times, fees and charges to Customer's clients and all
                  other
                  similar matters on Data submitted for processing, including Items;
                  and for
                  placing stop payments and holds on accounts.


              


      

       

      
        	 	
                4.4

              	
                Processing.
                  Fidelity shall follow the time schedules described in Exhibit A
                  in
                  processing Data and posting entries on behalf of Customer. Customer
                  authorizes Fidelity to create and process such entries, including
                  but not
                  limited to adjusting or correcting entries, as it deems necessary
                  or
                  appropriate to process the Data. Fidelity shall provide a report
                  of any
                  such adjusting or correcting entries to Customer. It shall be Customer's
                  sole responsibility to effect a timely return of any Item, or to
                  pursue
                  any claim or right of action in a timely manner against any third
                  party
                  arising from any Item. If Data is received by Fidelity prior to
                  the time
                  limits required by this Agreement, Fidelity may process such Data
                  immediately. If Fidelity receives Data after the time limits required
                  by
                  this Agreement, or if Data is delivered by any method other than
                  as
                  selected in accordance with Section 3.2, Fidelity may delay the
                  processing
                  of such Data. However, if Fidelity does process such Data, Customer
                  shall
                  pay any additional fees and charges required by Fidelity if applicable.
                  

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                4.5

              	
                Data
                  Review After Processing. It shall be Customer's responsibility
                  to review,
                  verify and make a final audit of all Output. Customer will balance
                  reports
                  to verify master file information and will inspect and review all
                  reports
                  and other Output created from Data provided by Customer to Fidelity.
                  Customer will notify Fidelity (through written notification to
                  Fidelity’s
                  Client Services Department) of all incorrect reports or Output
                  (a) within
                  two (2) business days after receipt of daily reports or Output,
                  (b) within
                  five (5) business days after receipt of annual, quarterly or monthly
                  reports or Output, and (c) within three (3) business days after
                  receipt of
                  all other reports or Output. Fidelity will correct any errors in
                  Customer's files that result in errors in reports or other Output
                  where
                  such errors are solely because of either malfunctions of Fidelity's
                  equipment or its systems or errors of Fidelity's operators, programmers
                  or
                  other personnel and are called to Fidelity's attention within the
                  time
                  frames specified for balancing and rejecting reports. Fidelity
                  will, to
                  the extent reasonably practicable, correct any other errors for
                  an
                  additional charge. The foregoing are Customer's exclusive remedies
                  for
                  errors in reports or other Output provided by Fidelity under this
                  Agreement.

              


      

       

      
        	 	
                4.6

              	
                Reprocessing.
                  If any Data submitted to Fidelity is incorrect, incomplete or not
                  in the
                  format required, Fidelity may require Customer to resubmit the
                  Data or
                  Fidelity may correct and complete the Data itself, and Customer
                  shall pay
                  additional fees and charges for any additional work incurred by
                  Fidelity
                  in connection therewith. In addition, any reprocessing required
                  because of
                  incorrect or incomplete Data shall be at Customer's expense, in
                  accordance
                  with Fidelity's then-current fee for such service. Fidelity shall
                  attempt
                  to notify Customer prior to incurring any expense for which Customer
                  would
                  be responsible under this Section.

              


      

       

      
        	 	
                4.7

              	
                Processing
                  On Non-Processing Days. If Customer requires Fidelity to process
                  on any
                  non-processing days, such non-processing days defined as Saturday,
                  Sunday
                  or Federal Reserve Holiday, Customer shall pay a non-processing
                  day fee
                  equal to $750.

              


      

       

      5.    COSTS;
        RISK OF LOSS DURING TRANSIT OR TRANSMISSION

       

      
        	 	
                5.1

              	
                Messenger.
                  Customer shall be solely responsible for and shall bear all costs
                  associated with having a messenger service transport Data, Output
                  or any
                  other information relating to Customer or the Services to or from
                  Fidelity's facility or other delivery location. The messenger delivering
                  all of such material shall be deemed to be the agent of
                  Customer.

              


      

       

      
        	 	
                5.2

              	
                Electronic
                  Data Transmission. Customer may elect to capture its own Data and
                  to
                  transmit such Data to Fidelity for processing through electronic
                  data
                  transmission ("EDT"), and/or receive reports by EDT. Customer shall
                  be
                  responsible for acquiring at its own expense all equipment needed
                  for such
                  transmission unless otherwise provided as part of this Agreement.
                  If
                  equipment is not provided as part of this Agreement, then Customer
                  equipment shall conform to Fidelity specifications and applicable
                  rules.
                  After installation, and prior to the commencement of transmission,
                  Customer shall notify Fidelity and Fidelity shall inspect the equipment,
                  and if such equipment conforms to all applicable Fidelity specifications,
                  Fidelity shall certify thereto.

              


      

       

      
        	 	
                5.3

              	
                Telephonic
                  Transmission. Customer may elect to transmit MICR Data and/or to
                  receive
                  reports over (i) Customer's own telephone line to one or more telephone
                  numbers at Fidelity's facility which may be shared with other data
                  transmitters ("Dial-Up Line"); or (ii) a dedicated telephone line
                  leased
                  from the appropriate telephone utility. If Customer elects to utilize
                  a
                  dedicated line, Fidelity shall arrange for the installation of
                  such line
                  and Customer shall bear all costs associated therewith, including
                  but not
                  limited to line rentals, installation charges and any required,
                  as well as
                  for any charges for additional connections or changes to locations
                  or
                  future services. If Customer elects to utilize a Dial-Up Line,
                  Customer
                  shall bear all cost in connection therewith, including but not
                  limited to
                  any long-distance charges. Dial-Up Lines and dedicated phone lines
                  must
                  conform to Fidelity's specifications and applicable
                  rules.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                5.4

              	
                Equipment
                  Compatibility. Customer's Equipment must be completely compatible
                  with the
                  systems and communications networks of Fidelity and, if requested
                  by
                  Fidelity, Customer shall be responsible for providing sufficient
                  information about the Equipment to Fidelity and for performing
                  adequate
                  tests to demonstrate that the Equipment is in good working order
                  and
                  completely compatible with the systems and communications networks
                  of
                  Fidelity. Fidelity shall provide the necessary hardware specifications
                  to
                  allow Customer to ensure Equipment compatibility. Data communications
                  and
                  the associated equipment shall be quoted on the Network Services
                  Schedule.

              


      

       

      
        	 	
                5.5

              	
                Limitation.
                  FIDELITY SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS OR DELAY
                  OF DATA,
                  OUTPUT OR ANY OTHER INFORMATION WHICH PERTAINS TO CUSTOMER OR THE
                  SERVICES
                  DURING ANY PERIOD OF TRANSIT OR ELECTRONIC TRANSMISSION TO OR FROM
                  FIDELITY'S FACILITY OR OTHER AGREED DELIVERY
                  LOCATION.

              


      

       

      6.    CONTINGENCY
        PLAN 

       

      
        	 	
                6.1

              	
                Business
                  Continuity Planning. Each party will develop, maintain and, as
                  necessary
                  in the event of business interruption, execute a business resumption
                  plan,
                  and will provide to the other party, its auditors and regulators
                  reasonable access to the plan and to plan test results, as such
                  other
                  party may reasonably request from time to time, including such
                  information
                  that may be reasonably required to determine the compatibility
                  of the
                  plans.

              


      

       

      (a) Fidelity
        shall provide disaster recovery services for its batch and on-line processing
        obligations to Customer at a dedicated facility which is equipped to handle
        the
        Fidelity data center processing in the event disaster recovery is needed.
        Throughout the Term of this Agreement, Fidelity will maintain in effect
        contracts and/or arrangements for disaster recovery that are substantially
        equivalent to those which are in effect as of the Effective Date. At Customer’s
        request, Fidelity will make Fidelity’s disaster recovery plans available for
        Customer’s review.

       

      (b) Customer
        acknowledges that disaster recovery arrangements are designed to deal with
        circumstances that are expected to cause a substantial portion of the
        capabilities at the Fidelity’s data center to be unavailable for a period
        exceeding seventy-two (72) consecutive hours.

       

      (c) Fidelity
        will test its disaster recovery capabilities at least once per calendar year.
        Customer shall participate in the disaster recovery test when deemed appropriate
        by Fidelity. Fidelity will provide a report of the test and its results to
        Customer upon written request.

       

      (d) Upon
        request, Fidelity will review and comment upon those portions of the Customer’s
        overall business resumption plan related to the Services provided under this
        Agreement and will provide a written report setting forth any discrepancies
        between Customer’s overall business resumption plan and the Fidelity disaster
        recovery plan.

       

      (e) Each
        party will be responsible for training its own personnel as required in
        connection with all applicable contingency planning activities.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                6.2

              	
                File
                  Backup. Fidelity will provide and maintain adequate backup files
                  of
                  Customer’s data received by Fidelity and all programs utilized to process
                  Customer’s data in order to execute to the business continuity plans as
                  described in this Section 6.

              


      

       

      
        	 	
                6.3

              	
                Retention.
                  Customer shall maintain copies of all of Customer’s input data submitted
                  to Fidelity for processing hereunder (whether submitted to Fidelity
                  directly or through third parties) to permit reconstruction of
                  such input
                  data if required. Fidelity shall use Fidelity’s standard practices to
                  maintain copies of all input data for processing hereunder to permit
                  reconstruction of such data if required. Customer assumes all risks
                  of
                  loss and expenses of reconstruction of such input data, except
                  for loss
                  caused by Fidelity’s failure to perform to Fidelity’s standard practices.
                  In the event that reconstruction of data is required, the parties
                  shall
                  mutually agree on the schedule for such reproduction based on the
                  needs of
                  the parties at that time. Reconstruction will be performed in accordance
                  with Fidelity’s data retention policy then in
                  effect.

              


      

       

      7.    PROBLEM
        REPORTING AND RESOLUTION

       

      
        	 	
                7.1

              	
                Problem
                  Reporting. Customer is responsible for reporting problems relating
                  to the
                  Services provided hereunder to Fidelity's Client Services staff
                  at the
                  contact numbers or addresses provided by Fidelity from time to
                  time.

              


      

       

      
        	 	
                7.2

              	
                Problem
                  Response. Fidelity shall respond to each reported problem promptly
                  based
                  on the severity of the problem and its effect on Customer's operations
                  and
                  the provision of Services hereunder. Fidelity shall use commercially
                  reasonable efforts to either resolve each problem or provide Customer
                  with
                  information to allow Customer's personnel to address the problem.
                  In the
                  event the resolution of a reported problem which materially impacts
                  Customer's operations or the provision of Services hereunder carries
                  over
                  to the next business day, Fidelity will provide Customer with a
                  status
                  report for the problem and an estimate of the resolution time and
                  course,
                  if possible. 

              


      

       

      8.    DE-CONVERSION

       

      Fidelity
        shall provide de-conversion services for Customer upon: (i) Customer’s written
        request for such services and (ii) receipt of a signed non-disclosure agreement
        by Customer, new processing vendor and Fidelity. The information to be provided
        by Fidelity to Customer will include one (1) test set and one (1) live set
        of
        Customer's data files as of the date specified in writing by the Customer.
        Such
        test and live data files shall be in Fidelity's standard machine readable
        format
        along with any information as is reasonable and customary to enable Customer
        to
        de-convert from the Fidelity System such as trial balances for each application
        and pertinent system documentation. Requests for media or format other than
        that
        stated may be available for additional charges.
        The fees
        for such services shall be equal to Fidelity’s then
        current time and materials rates for de-conversion assistance, which is equal
        to
        the greater of ten thousand dollars ($10,000) or the last two (2) months
        fee for
        Data Processing Services as set forth herein. The
        fees
        and charges quoted are for the physical de-conversion and the coordination
        of
        such de-conversion from the Fidelity System and do not include the Termination
        Costs as outlined in Section 2.5 of the General Terms.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
        A

       

      SERVICE
        PERFORMANCE STANDARDS

       

       

      
        	1.	
                Percentage
                  Up Time.
                  Fidelity shall ensure that the Fidelity System and the Services
                  are
                  available for daily processing tasks 98% of the time each month
                  during
                  regular hours of operation as set forth below. Fidelity will also
                  be
                  responsible for ensuring the Fidelity System has a reasonable end
                  user
                  response time.

              


      

       

      
        	2.	
                Hours
                  of Operation.
                  

              


      

       

      2.1 Generally.
        

       

      
        	 	
                (a)

              	
                The
                  Fidelity System will be staffed 8:00 a.m. to 8:30 p.m. Eastern
                  Standard
                  Time, Monday through Friday. The Fidelity System will not be attended
                  on
                  Saturdays, Sundays, or on the holidays observed by the Federal
                  Reserve
                  Bank, including the following:

              


      

      
        	 	 
	
                New
                  Year’s Day

              	
                President’s
                  Day

              
	
                Martin
                  Luther King Day

              	
                Thanksgiving
                  Day

              
	
                Memorial
                  Day

              	
                Christmas
                  Day

              
	
                Independence
                  Day

              	
                Columbus
                  Day

              
	
                Labor
                  Day

              	
                Veteran’s
                  Day

              


      

      
      

       

      
        	 	
                (b)

              	
                Fidelity
                  shall ensure that stand-by paging service will be available to
                  Customer at
                  all other times.

              


      

       

      
        	 	
                (c)

              	
                Other
                  than during nightly batch processing and required Fidelity System
                  maintenance, Fidelity agrees to provide on-line access 24 hours
                  a day, 7
                  days a week.

              


      

       

      
        	 	
                2.2

              	
                Extension
                  of Hours.
                  Fidelity will use its best efforts to accommodate requests for
                  exceptions
                  or extensions of the hours of operation. These hours may be modified
                  based
                  on dependencies with reporting files required to be sent to other
                  servicing organizations.

              


      

       

      
        	
                3.

              	
                Exclusions.
                  Fidelity shall not be responsible for (i) telecommunications failures,
                  (ii) service interruptions beyond Fidelity's control, (iii) delay
                  or
                  failure of any third party courier or delivery service, or (iv)
                  failure of
                  any third party vendor to deliver information, files, magnetic
                  media,
                  products, support or services, or other materials required for
                  Fidelity to
                  provide services hereunder.

              


      

       

      
        	
                4.

              	
                Service
                  Performance and Standards Remedy.
                  Notwithstanding any provision to the contrary in the General Terms,
                  Fidelity and Customer agree that the following provision represents
                  the
                  Customer’s sole and exclusive remedy for Fidelity’s failure to meet any
                  service performance standard:

              


      

       

      If
        Fidelity or the Fidelity System fails to meet the percentage up-time and
        performance standards specified above and such failure is not the result
        of a
        Customer error or omission, any act, failure or omission of any third party,
        or
        any other circumstance beyond Fidelity’s control, Customer shall notify Fidelity
        immediately in writing specifying the performance standard(s) not met and
        the
        nature of the deficiency. Within 15 days of receipt of such notice, Fidelity
        shall establish and provide Customer in writing with an action plan to meet
        the
        service performance standard(s). Upon expiration of such 15-day period, Fidelity
        shall have 30 days to bring its performance to the percentage/standard specified
        in the relevant service performance standard. Fidelity shall report the nature
        and status of its efforts at the end of such period. Should Fidelity’s
        performance remain below the applicable standard after such 30-day period,
        Fidelity shall have an additional 60 days to correct the situation and bring
        the
        affected performance up to the standard. During this period, Customer will
        be
        provided with a 15% reduction in the monthly Fidelity invoice for each month
        that the performance standard(s) remain deficient.

       

      Should
        Fidelity’s performance remain below the service standards following all such
        periods, Customer may elect to either (i) provide Fidelity with additional
        time
        to improve the affected standard, during which time Customer will receive
        a 15%
        reduction in the monthly Fidelity invoice, or (ii) terminate this Agreement
        by
        giving Fidelity written notice of termination. Such termination shall be
        without
        penalty or any charge to Customer other than charges for service fees incurred
        prior to the effective date of termination.

       

      
        	
                5.

              	
                Time
                  Schedules.
                  Customer and Fidelity shall establish a mutually agreeable time
                  schedule
                  for the receipt and delivery of work. Customer acknowledges that
                  such time
                  schedule will be constrained by limitations outside of Fidelity’s control
                  such as but not limited to the courier service provided by the
                  customer,
                  deadlines imposed by the Federal Reserve, the Customer’s account
                  processing deadline requirements, the quantity and quality of the
                  Customer’s transactions, and the backup and maintenance of the Fidelity
                  System.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
           

          
            FIDELITY
              INFORMATION SERVICES, INC.

            ELECTRONIC
              BILL PAYMENT SERVICES SCHEDULE

            


            INITIAL
              TERM

            Five
              (5) years

            


            RENEWAL
              TERM

            Five
              (5) years

            


            COMMENCEMENT
              DATE 

            The
              date
              that the Services are first installed and available for Customer’s use in a
              production environment which is signified by Fidelity turning the system
              over to
              Fidelity support.

            


            


            This
              Schedule together with any attachments and/or exhibits hereto, the
              General Terms
              and Conditions to
              be signed concurrently (“General
              Terms”), and any written modifications thereto signed and agreed to by
Fidelity
              Information Services, Inc.
              of
              Maitland, Florida (“Fidelity”) and Solera
              Bank, N.A. (IO) of Wheat
              Ridge, Colorado
              (“Customer”) from time to time hereafter shall be referred to as the “Bill
              Payment Agreement” or “Agreement”. 

            


            This
              Schedule supersedes and replaces any and all prior agreements between
              the
              parties and/or their affiliates, subsidiaries, predecessors, successors,
              or
              assigns for the same or similar services as those described in this
              Schedule.

            


            
              	
                      1.

                    	
                      DEFINITIONS

                    


            

            


            
              	 	
                      In
                        addition to any other defined terms contained in the General
                        Terms, the
                        following terms shall have the meaning ascribed to them below
                        for the
                        purposes of this Agreement:

                    


            

            


            
              	 	
                      1.1

                    	
                      "Business
                        Day"
                        shall mean every Monday through Friday, excluding Federal
                        Reserve
                        holidays.

                    


            

            


            
              	 	
                      1.2

                    	
                      “Due
                        Date”
                        shall mean the date reflected on the Subscriber’s Payee statement for
                        which the payment is due. 

                    


            

            


            
              	 	
                      1.3

                    	
                      “Fidelity
                        On-line Banking” shall
                        mean
                        the services offered by Fidelity to Customer that provides
                        for the
                        initiation of electronic banking transactions and/or electronic
                        bill
                        payments by the Customer's Subscribers.


                    


            

            


            
              	 	
                      1.4

                    	
                      “First
                        Tier Customer Care”
                        shall mean customer support responsibilities which include,
                        but are not
                        limited to: (1) adding Subscribers; (2) answering incoming
                        calls and
                        incoming e-mail from Subscribers; (3) opening payment research
                        cases; and
                        (4) processing payment research cases. First Tier Customer
                        Care may be
                        performed by either Customer or Processing
                        Agent.

                    


            

            


            
              	 	
                      1.5

                    	
                      “Payee”
                        shall mean any person or entity that receives and accepts
                        remittance data
                        and corresponding funds from the Processing Agent for payments
                        initiated
                        by Subscribers.

                    


            

            


            
              	 	
                      1.6

                    	
                      “Processing
                        Agent” shall
                        mean the entity that provides Bill Payment and Bill Delivery
                        Services, as
                        both are defined below.

                    


            

            


            
              	 	
                      1.7

                    	
                      “Processing
                        Agent Services”
                        or “Services”
                        shall
                        mean
                        the Bill Payment Services and Bill Delivery Services, collectively,
                        offered by Processing Agent. The Services represent a nationwide
                        system
                        for consolidating bill payments into the appropriate remittance
                        data, both
                        paper and electronic, for merchant/billers. The Bill Delivery
                        Services
                        represent a nationwide electronic bill delivery system for
                        the delivery of
                        consumer bills via the Internet.

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      1.8

                    	
                      "Scheduled
                        Payment Date"
                        shall mean the day the Subscriber wants its Payee to receive
                        bill payment
                        and is also the day the Subscriber’s payment account will be debited,
                        unless the Scheduled Payment Date falls on a non-Business
                        Day in which
                        case it will be considered to be the previous Business
                        Day.

                    


            

             

            
              	 	
                      1.9

                    	
                      “Second
                        Tier Customer Care”
                        shall mean Processing
                        Agent’s direct support to the provider(s) of First Tier Customer
                        Care, and
                        includes, but is not limited to, researching bill payment
                        research cases
                        received by the provider(s) of First Tier Customer Care and
                        contacting
                        Payees regarding payment research cases received. The provider
                        of First
                        Tier Customer Care will interact directly with Subscribers,
                        including, but
                        not limited to, handling incoming telephone calls, written
                        and email
                        correspondence, and application technical support. Processing
                        Agent is
                        always the provider of Second Tier Customer Care for all
                        bill payment
                        research cases and network support.

                    


            

            


            
              	 	
                      1.10

                    	
                      “Subscriber(s)” shall
                        mean
                        a consumer account holder of the Customer who generates the
                        electronic
                        bill payments that are initially processed by Customer before
                        being
                        forwarded to Processing Agent for Processing Agent
                        Services.

                    


            

            


            2.    TERM

            


            Unless
              otherwise terminated as provided for in the General Terms or as may
              be set forth
              herein, the term of this Agreement shall commence on the Commencement
              Date and
              shall expire at the end of the Initial Term set forth above. Thereafter,
              this
              Agreement will automatically renew for successive periods of the Renewal
              Term
              set forth above unless either party gives the other party written notice
              at
              least ninety (90) days prior to the expiration date of the Term then
              in effect
              that the Agreement will not be renewed beyond such Term. The Initial
              Term and
              the Renewal Terms are herein collectively referred to as “Term”.

            


            3.    FEES
              

            


            Customer
              agrees to pay to Fidelity the Fees for Services as set forth in Attachment
              1
              beginning on the Commencement Date in accordance with the payment terms
              set
              forth in the General Terms.

            


            
              	
                      4.

                    	
                      DESCRIPTION
                        OF SERVICES

                    


            

             

            
              	 	
                      4.1

                    	
                      Bill
                        Payment.
                        Fidelity will provide to eligible Subscribers with personal
                        computers (PCs
                        running compatible browsers) with the following functionality
                        available:

                    


            

            


            
              	 	
                      4.1.1

                    	
                      View
                        Payments.
                        Subscribers may view the current status of historical payments
                        and view,
                        edit, delete and initiate inquiries concerning processed
                        payments.

                    


            

            


            
              	
                    	4.1.2	
                      Payees.
                        Subscriber may add, view, edit and delete payee
                        information.

                    


            

            


            
              	 	
                      4.1.3

                    	
                      Schedule
                        Payments.
                        Subscriber may specify the account the payment is to be applied,
                        payment
                        amount and date of a single or recurring
                        payment.

                    


            

            


            
              	 	
                      4.1.4

                    	
                      Assistance.
                        Services provide online help and frequently asked questions
                        to assist
                        Subscribers with use and understanding of
                        Services.

                    


            

            


            
              	 	
                      4.1.5

                    	
                      Registration.
                        Subject to Customer approval, Subscribers request access
                        to
                        Services.

                    


            

            


            
              	 	
                      4.1.6

                    	
                      Bill
                        Presentment.
                        Subscriber may request, register, receive, pay and delete
                        electronic
                        versions of their bills from billers participating in the
                        Bill Presentment
                        program.

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      4.2

                    	
                      Terms
                        and Conditions of Services.
                        Fidelity will provide the Services to Subscribers upon the
                        following
                        conditions:

                    


            

             

            
              	
                    	4.2.1	
                      Eligibility.

                    


            

             

            
              	 	
                      (a)

                    	
                      Active
                        Users.
                        Subscriber must be an active user of Fidelity On-line
                        Banking.

                    


            

             

            
              	 	
                      (b)

                    	
                      Eligible
                        Subscribers.
                        Only consumer demand deposit account holders shall be eligible
                        to receive
                        Services (“Consumer Account Holder”). Customer bears sole responsibility
                        for determining a Subscriber’s eligibility as a Consumer Account
                        Holder.

                    


            

             

            
              	 	
                      (c)

                    	
                      Eligible
                        Bank Accounts.
                        Only the following bank account types shall be eligible for
                        Services: (i)
                        Subscribers may only debit/credit funds for Services from
                        demand deposit
                        accounts (checking accounts); (ii) the account must have
                        a valid routing
                        and transit number associated with it, as well as conform
                        to NACHA
                        standards for Automated Clearing House processing of credits
                        and debits;
                        and (iii) the accounts must be accessible by Fidelity On-line
                        Banking.

                    


            

             

            
              	 	
                      (d)

                    	
                      Number
                        of Bank Accounts per Bill Payment Account.
                        Subscribers may debit/credit funds for Services from a maximum
                        of
                        ninety-nine (99) bank accounts per bill payment account.
                        

                    


            

             

            
              	 	
                      4.2.2

                    	
                      Transaction
                        Cap.
                        The Processing Agent will not accept or process payments
                        in excess of
                        $99,999 (the “Transaction Cap”).

                    


            

             

            
              	 	
                      4.2.3

                    	
                      Restricted
                        Payments.
                        The Processing Agent is a pay everyone Service with the exception
                        of
                        payments made outside the United States (acceptable payee
                        addresses
                        discussed in Section 4.2.4 below). Tax payments and court
                        ordered payments
                        can be made using the Services, however Processing Agent
                        has limited
                        ability to research and resolve exceptions relating to such
                        payments.

                    


            

             

            
              	 	
                      4.2.4

                    	
                      Acceptable
                        Payee Addresses.
                        Bill payments may be made to any legal entity within the
                        fifty (50) United
                        States and its territories (i.e. American Samoa, Federated
                        States of
                        Micronesia, Guam, Marshall Islands, Northern Mariana Islands,
                        Palau,
                        Puerto Rico, and the Virgin Islands, collectively referred
                        to as
                        “Territories”).

                    


            

             

            
              	 	
                      4.2.5

                    	
                      Subscribers
                        Accessing the Services Outside the United States.
                        Subscribers may access the Services anywhere they can access
                        Fidelity
                        On-line Banking. However, the Processing Agent does not mail
                        software,
                        reference manuals, Customer support letters or any product-related
                        materials outside the fifty (50) United States and its Territories.
                        Subscriber addresses not in the United States will be substituted
                        with
                        Customer’s address. Customer will be responsible for ensuring these
                        Subscribers receive correspondence from Processing
                        Agent.

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      4.2.6

                    	
                      Credit
                        Risk.

                    


            

             

            
              	
                    	(a)	
                      Processing
                        Agent bears the credit risk associated with potential Non
                        Sufficient Funds
                        (“NSF”) or return items for all Subscribers up to the Transaction
                        Cap.

                    


            

             

            
              	
                    	(b)	
                      Customer
                        is responsible for assisting the Processing Agent in contacting
                        Subscribers in a collections status should the contact information
                        provided to the Processing Agent be
                        invalid.

                    


            

             

            


            
              	
                    	4.2.7	
                      Risk
                        Reduction Measures.

                    


            

             

            
              	
                    	(a)	
                      Fidelity
                        or the Processing Agent may, from time to time, institute
                        certain
                        operating procedures to reduce credit risk and exposure (“Procedures”).
                        Such measures may include, but are not limited to, issuing
                        laser drafts
                        for payments rather than using the ACH network. Customer
                        and all eligible
                        Subscribers are subject to, and shall conform with, all such
                        Procedures.
                        Fidelity shall use commercially reasonable efforts to inform
                        Customer in
                        advance of the implementation of such risk-reduction
                        Procedures.

                    


            

             

            
              	
                    	(b)	
                      The
                        Processing Agent does not secure funds before remitting payments
                        as part
                        of the risk payment-processing model, therefore, Subscribers
                        are subject
                        to a standard credit screening process. In conducting the
                        standard
                        screening, the Processing Agent complies with the Fair Credit
                        Reporting
                        Act and all other applicable laws. This screening does not
                        affect the
                        acceptance or rejection of enrollments in any way, nor will
                        it impact the
                        Subscriber payment scheduling. Screening is used solely to
                        establish the
                        level of risk that Processing Agent assumes for each individual
                        Subscriber, and will not appear on the Subscriber’s credit report.
                        

                    


            

             

            
              	 	
                      4.3

                    	
                      Bill
                        Payment Scheduling.
                        Transactions begin processing four (4) Business Days prior
                        to the
                        Scheduled Payment Date. Subscribers must select a Scheduled
                        Payment Date
                        more than four (4) Business Days before the current date.
                        When scheduling
                        payments Subscribers must select a Scheduled Payment Date
                        that is no later
                        than the actual Due Date unless the Due Date falls on a non-Business
                        Day.
                        If the actual Due Date falls on a non-Business Day, the Subscriber
                        must
                        select a Scheduled Payment Date that is at least one (1)
                        Business Day
                        before the actual Due Date. Scheduled Payment Dates should
                        be prior to any
                        late date or grace period.

                    


            

             

            
              	 	
                      4.3.1

                    	
                      From
                        time to time, Processing Agent may make changes to the above-described
                        procedures. Fidelity will use commercially reasonable efforts
                        to notify
                        Customer thirty (30) days in advance of any such
                        changes.

                    


            

            


            
              	
                    	4.3.2	
                      Payment
                        history information is available online for a rolling six
                        (6) month
                        period. 

                    


            

            


            
              	 	
                      4.3.3

                    	
                      Fidelity
                        shall submit Customer-initiated enhancement requests to Processing
                        Agent.
                        Implementation of these enhancement requests is at Processing
                        Agent’s
                        discretion.

                    


            

             

            
              	 	
                      4.4

                    	
                      Payment
                        Research and Late Fees.
                        Subscribers are eligible for reimbursement of late fees attributable
                        to
                        payment errors by the Processing Agent as provided
                        below:

                    


            

            


            
              	 	
                      4.4.1

                    	
                      Processing
                        Agent’s 2nd
                        Tier Customer Care Standard Operating Procedures.
                        Customer acknowledges receipt of Processing Agent’s 2nd
                        Tier Customer Care Standard Operating Procedure Manual. This
                        document
                        provides for Payment Research Requests and Regulation E
                        procedures.

                    


            

            


            
              	 	
                      4.4.2

                    	
                      Late
                        Fees and Finance Charges.
                        Assuming the Subscriber properly follows the procedures described
                        within
                        the Processing Agent’s 2nd
                        Tier Customer Care Standard Operating Procedures Manual,
                        and Processing
                        Agent fails to send a payment according to the payment instructions
                        received, the Processing Agent will bear responsibility for
                        late charges
                        up to a fifty dollar ($50) maximum. In any other event, the
                        risk of
                        incurring and the responsibility for paying any and all late
                        charges or
                        penalties shall be borne by the Subscriber. Refer to “Late Fees and
                        Finance Charges” in the Processing Agent’s 2nd
                        Tier Customer Care Standard Operating Procedures Manual for
                        complete
                        details.

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      4.4.3

                    	
                      Liability
                        for Unauthorized Transfers.
                        In the event of an unauthorized transfer from Subscriber’s account,
                        Subscriber must immediately notify Customer Care via telephone
                        or email.
                        If the Subscriber or the provider of Customer Care notifies
                        Processing
                        Agent more than two (2) banking business days following such
                        unauthorized
                        transfer, the Subscriber’s liability shall be limited to five hundred
                        dollars ($500). If Subscriber or the provider of Customer
                        Care notifies
                        Processing Agent within two (2) banking business days following
                        such
                        unauthorized transfer, Subscriber’s liability for unauthorized transfers
                        shall be limited to fifty dollars ($50). A Subscriber must
                        report an
                        unauthorized electronic fund transfer that appears on a periodic
                        statement
                        within sixty (60) days of the Customer’s transmittal of the statement to
                        avoid liability for subsequent transfers. If the Subscriber
                        fails to so
                        notify Customer, Processing Agent will not bear any responsibility.
                        

                    


            

             

            
              	 	
                      4.5

                    	
                      Application
                        Fraud.
                        Customer is solely responsible for fraud and/or misrepresentation
                        by
                        Subscriber with respect to completion and submission for
                        application of
                        Services.

                    


            

             

            
              	 	
                      4.6

                    	
                      Certification
                        Training.
                        The Services provided for in this Schedule require certification
                        training
                        of Customer by Processing Agent and/or Fidelity. Customer
                        agrees to
                        provide the resources to be so trained as reasonably requested
                        by Fidelity
                        and/or Processing Agent. The cost of the initial certification
                        training is
                        included in the One-time Set-up Fee for Services. Any additional
                        certification training required or desired shall be charged
                        to Customer at
                        Fidelity’s then-current fees for such
                        services.

                    


            

            


            
              	
                      5.

                    	
                      CONTRACTUAL
                        RELATIONSHIPS

                    


            

            


            Fidelity
              and Processing Agent will have no direct contractual relationship for
              the
              Services with individual Subscribers. This Agreement represents an
              agreement
              between Fidelity and Customer for Processing Agent Services, and Customer
              will
              establish and manage the relationships with its Subscribers. Fidelity
              shall have
              the right to change Processing Agents at its sole discretion, provided
              that no
              material degradation in the performance of Services provided to Customer
              hereunder results.

            


            
              	
                      6.

                    	
                      AUTHORIZED EMPLOYEES

                    


            

            


            Customer
              shall designate in writing to Fidelity on or before the date of the
              implementation kick-off meeting and at least annually thereafter or
              more
              frequently when reasonably requested by Fidelity from time to time,
              employees
              who are authorized to contact Fidelity support personnel to make system
              configuration changes and to authorize other requests for services
              under this
              Agreement. Fidelity may rely on the actions and representations of
              such
              authorized employees without performing any further investigation or
              confirmation. Customer shall be bound by all instructions and/or agreements,
              both written and verbal, entered into between Fidelity and such authorized
              employees.

            


            7.    SERVICE
              LEVELS

            


            
              	 	
                      7.1

                    	
                      General.
                        This Section 7 serves as the means for measuring performance
                        in providing
                        those services which are critical to Customer. In the event
                        that Fidelity
                        or Processing Agent fails to Meet Expectations (as defined
                        below),
                        Customer shall be granted a penalty, in the form of a credit
                        against
                        Customer’s monthly invoice, as set forth below. Such credit shall
                        be
                        Customer’s sole and exclusive remedy for any such failure by Fidelity
                        or
                        Processing Agent.

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                    	7.2	
                      Services
                        Availability

                    


            

            


            
              	 	
                      7.2.1

                    	
                      Description.
                        The Services Availability component encompasses those systems
                        provided by
                        Processing Agent for access by Customer, their representatives,
                        and their
                        users. Services Availability is the acceptable weighted ratio
                        of minutes,
                        based on Services utilization, that the production systems
                        are available
                        (excluding regularly scheduled weekly maintenance of up to
                        four (4) hours
                        one (1) day per week, which will be performed during low
                        Customer impact
                        periods, generally between 2:00 a.m. to 6:00 a.m. Eastern
                        Time on Sundays
                        and the regularly scheduled weekly maintenance for clients
                        utilizing the
                        Check Image Retrieval component/functionality for up to five
                        (5) hours one
                        (1) day per week, generally between 1:00 a.m. to 6:00 a.m.
                        Eastern Time on
                        Sundays) in a calendar month to the total number of minutes
                        in that
                        calendar month, less the exceptions noted herein. From time
                        to time,
                        system upgrades to the platform outside the regularly scheduled
                        weekly
                        maintenance will be performed. Such maintenance will not
                        be included in
                        this Services Availability component.


                    


            

            


            
              	
                    	7.2.2	
                      Target.

                    


            

            


            Meets
              Expectations

            Monthly
              Services Availability 3
              99.0%:
              no penalty.

            


            Below
              Expectations

            Monthly
              Services Availability 3
              98.0%
              and < 99.0%: penalty of 1.0% credit of that calendar month’s invoice to
              Customer.

            


            Monthly
              Services Availability 3
              97.0%
              and < 98.0%: penalty of 3.0% credit of that calendar month’s invoice to
              Customer.

            


            Monthly
              Services Availability < 97.0%: penalty of 5.0% credit of that calendar
              month’s invoice to Customer.

            


            
              	 	
                      7.3

                    	
                      Inapplicability
                        During Disaster.
                        Acts of God can affect performance levels and impact the
                        Services
                        components of this Agreement. The Services components established
                        in this
                        Agreement are for Processing Agent Services provided during
                        normal
                        business operations. In addition, in the event of a situation
                        which
                        necessitates execution of any portion of Processing Agent’s Disaster
                        Recovery Plan, the measurement and reporting of this Agreement
                        will be
                        suspended until the backup site is fully operational and
                        users can resume
                        normal use of the Processing Agent
                        Services.

                    


            

            


            
              	 	
                      7.4

                    	
                      Service
                        Level Exceptions.
                        It is expressly understood that Fidelity shall not be liable
                        to Customer
                        to Meet Expectations and no penalty shall be due to Customer
                        in the event
                        that:

                    


            

            


            
              	 	
                      7.4.1

                    	
                      problems
                        or system outages occur that are associated with systems
                        or providers not
                        directly contracted by Processing Agent or are out of Fidelity’s control,
                        including, but not limited to, telecommunications or network
                        providers,
                        Internet Service Providers (ISPs), any other third party,
                        or the Internet
                        network backbone; or

                    


            

            


            
              	 	
                      7.4.2

                    	
                      problems
                        with tax payments and court ordered payments occur, as Processing
                        Agent
                        has limited ability to research and resolve exceptions relating
                        to such
                        payments; or

                    


            

            


            
              	 	
                      7.4.3

                    	
                      Customer
                        breaches or fails to perform its obligations under the Agreement,
                        including but not limited to, failing to provide Customer
                        resources which
                        causes Fidelity and/or Processing Agent to miss the service
                        level;
                        or

                    


            

            


            
              	 	
                      7.4.4

                    	
                      any
                        Force Majeure event occurs.

                    


            

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        
           

          
            FIDELITY
              INFORMATION SERVICES, INC.

            ITEM
              PROCESSING SERVICES SCHEDULE

            


            INITIAL
              TERM

            Five
              (5) years

            


            RENEWAL
              TERM

            Five
              (5) years

            


            COMMENCEMENT
              DATE 

            The
              date
              that the Services are first installed and available for Customer’s use in a
              production environment which is signified by Fidelity turning the system
              over to
              Fidelity support.

            


            This
              Schedule together with any attachments and/or exhibits hereto, the
              General Terms
              and Conditions to
              be signed concurrently (“General
              Terms”), and any written modifications thereto signed and agreed to by
Fidelity
              Information Services, Inc.
              of
              Maitland, Florida (“Fidelity”) and Solera
              Bank, N.A. (IO) of Wheat
              Ridge, Colorado (“Customer”)
              from time to time hereafter shall be referred to as the “Item Processing
              Services Agreement” or “Agreement”. 

            


            This
              Schedule supersedes and replaces any and all prior agreements between
              the
              parties and/or their affiliates, subsidiaries, predecessors, successors,
              or
              assigns for the same or similar services as those described in this
              Schedule.

            


            As
              of the Commencement Date for Services, Fidelity will provide to Customer
              the
              Item Processing Services listed on Attachment 1 (“Pricing Attachment”) attached
              to this Schedule, as more fully described in Fidelity’s then current version of
              the Fidelity Item Processing Service Documentation.

             

            1.    DEFINITIONS

            


            In
              addition to any other defined terms contained in the General Terms,
              the
              following terms will have the following meanings with regard to this
              Agreement:

            


            
              	 	
                      1.1

                    	
                      “Account”
                        means a demand deposit, negotiable order of withdrawal, other
                        checking
                        type of account, money market deposit account, or other savings
                        type
                        account offered by Customer to its
                        end-customer(s).

                    


            

             

            
              	
                    	1.2	
                      “BCX
                        Product”
                        shall mean the BCX Services described in this
                        Schedule.

                    


            

             

            
              	 	
                      1.3

                    	
                      “Branch
                        Capture Express”
                        or “BCX”
                        shall mean the capture of Item Images at any location other
                        than the
                        Service Center. 

                    


            

             

            
              	 	
                      1.4

                    	
                      "Business
                        Day"
                        is
                        each weekday, Monday through Friday, which is not a holiday
                        of the
                        Federal
                        Reserve Bank for the Federal Reserve District in which Customer’s
                        principal office is located.

                    


            

             

            
              	 	
                      1.5

                    	
                      "Conversion
                        Services"
                        will mean a mutually agreeable schedule that Fidelity will
                        provide
                        services and instructions reasonably required for Customer
                        to convert to
                        and use the Services.  

                    


            

             

            
              	 	
                      1.6

                    	
                      “Crippled
                        Statement”
                        will mean an end-customer statement whose number of Items
                        to be enclosed
                        is greater than or less than the enclosure count for that
                        statement or as
                        the result of missing Images.

                    


            

             

            
              	 	
                      1.7

                    	
                      “Customer’s
                        Data Processing Services Provider”
                        is
                        the customer itself or vendor appointed by Customer to perform
                        Customer’s
                        core data processing services.

                    


            

             

            
              	 	
                      1.8

                    	
                      “Exception
                        Item”
                        will mean an Item, the automated processing of which is interrupted
                        because of a condition defined by Customer, such definitions
                        which may be
                        changed from time to time. 

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      1.9

                    	
                      “Exception
                        Item File”
                        will mean the file of Exception Items that Customer’s Data Processing
                        Services Provider or Customer’s end customer creates and transmits to
                        Fidelity.

                    


            

             

            
              	 	
                      1.10

                    	
                      “Fidelity
                        Business Hours”
                        are each Business Day from 07:00 to
                        18:00.

                    


            

             

            
              	 	
                      1.11

                    	
                      “Fidelity
                        Image Archive”
                        will mean the electronic storage of the bitonal front and
                        back item images
                        at a Fidelity designated facility.

                    


            

             

            
              	 	
                      1.12

                    	
                      “Internet
                        Banking Access to Check Images”
                        is
                        the Fidelity home banking archive interface described in
                        an attached
                        Exhibit if such additional service is
                        contracted.

                    


            

             

            
              	 	
                      1.13

                    	
                      “Inclearing
                        Item”
                        will mean a Customer Item that Fidelity receives from the
                        Federal Reserve
                        Bank or other financial institution with an incoming cash
                        letter for the
                        purpose of performing Services.

                    


            

             

            
              	 	
                      1.14

                    	
                      “Item
                        Image”
                        is
                        a digitized black and white image of the front and back of
                        each
                        Item.

                    


            

             

            
              	 	
                      1.15

                    	
                      "Item"
                        is
                        a document or other segment of media on which is recorded
                        information
                        evidencing a withdrawal from or draft against (i) a demand
                        deposit,
                        negotiable order of withdrawal, or other checking account
                        offered by
                        Customer to its customers, or (ii) an internal Customer general
                        ledger
                        account, deposit ticket, loan coupon or cash ticket.
                        

                    


            

             

            
              	 	
                      1.16

                    	
                      “Item
                        Posting File” will
                        mean a file that Fidelity creates from captured Items for
                        transmission to
                        Customer’s Data Processing Services
                        Provider.

                    


            

             

            
              	 	
                      1.17

                    	
                      “Item
                        Processing Services” are
                        the Services Fidelity will provide to Customer, and Customer
                        will purchase
                        from Fidelity, for their total requirements for Item Processing
                        Services.
                        

                    


            

             

            
              	 	
                      1.18

                    	
                      “MICR”
                        is
                        the magnetic ink character recognition information that is
                        encoded on
                        Items for processing.

                    


            

             

            
              	 	
                      1.19

                    	
                      “MICR
                        Rejects”
                        will mean Items captured during prime pass that are rejected
                        due to the
                        inability to properly interpret the MICR encoding. The inability
                        to
                        interpret the MICR encoding may be caused by a variety of
                        reasons,
                        including but not limited to: (a) poor MICR encoding; (b)
                        missing MICR
                        encoding; (c) physical document damage. Fidelity will electronically
                        repair and may physically repair the MICR
                        Rejects.

                    


            

             

            
              	 	
                      1.20

                    	
                      “On-Us
                        Item” will
                        mean an Item that is drawn on the Customer or Customer’s
                        end-customer.

                    


            

             

            
              	 	
                      1.21

                    	
                      “Original
                        Item Retrieval” will
                        mean occasionally removing Items from the check vault upon
                        Customer’s
                        request.

                    


            

             

            
              	 	
                      1.22

                    	
                      “Over-the-Counter”
                        will
                        mean Items submitted by Customer branch offices, departments,
                        or
                        Customer’s end-customers for the purpose of performing Item Processing
                        Services.

                    


            

             

            
              	 	
                      1.23

                    	
                      “Posting
                        Reversals” will
                        mean the monetary reversal of posted Items.


                    


            

             

            
              	 	
                      1.24

                    	
                      “Pre-encoded
                        Item” will
                        mean an Item received by Fidelity that has required MICR
                        line fields
                        encoded, which Fidelity will capture.


                    


            

             

            
              	 	
                      1.25

                    	
                      “Prime
                        Pass Item Volume” is
                        defined as the total number of Inclearing and Over-the-Counter
                        or Proof
                        and Transit Items. 

                    


            

             

            
              	 	
                      1.26

                    	
                      “Return
                        Item”
                        will mean an Item that Customer instructs Fidelity to return.
                        Customer
                        will provide Fidelity with a reason for the return of Return
                        Items.

                    


            

             

            
              	 	
                      1.27

                    	
                      “Serial
                        Fine Sort” will
                        mean the sorting of check Items into account, amount, and
                        or check number
                        order. 

                    


            

             

            
              	 	
                      1.28

                    	
                      "Service"
                        or
                        "Services"
                        are all of the services to be provided by Fidelity under
                        this Exhibit,
                        which include Item Processing Services and Conversion
                        Services.

                    


            

             

            
              	 	
                      1.29

                    	
                      "Service
                        Center"
                        is
                        the space at one or more locations where Fidelity performs
                        Item Processing
                        Services.

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      1.30

                    	
                      “Special
                        Programming”
                        will mean the provision of programming resources to support
                        Customer’s
                        request for new or modified products or services.
                        

                    


            

             

            
              	 	
                      1.31

                    	
                      “Statement
                        Cycle Date” will
                        mean the ending cycle date printed on end-customer’s Account
                        statement.

                    


            

             

            
              	 	
                      1.32

                    	
                      “Statement/Notice
                        Rendering”
                        will mean the insertion of an end-customer statement/notice
                        and required
                        Items and inserts into an envelope, sealing the envelope
                        in preparation
                        for mailing to the end-customer. Fidelity may apply postage,
                        which will be
                        recovered by the Customer.

                    


            

             

            
              	 	
                      1.33

                    	
                      "System"
                        or
                        "Systems" are
                        (i) computer programs, including without limitation software,
                        firmware,
                        application programs, operating systems, files, and utilities;
                        (ii)
                        supporting documentation for such computer programs, including
                        without
                        limitation input and output formats, program listings, narrative
                        descriptions, operating instructions and procedures, user
                        and training
                        documentation, special forms, and source code; and (iii) the tangible
                        media upon which such programs are recorded, including without
                        limitation
                        chips, tapes, disks, diskettes, and any other storage
                        media.

                    


            

             

            
              	 	
                      1.34

                    	
                      “Transit
                        Item” is
                        an encoded or Unencoded Item drawn on another financial institution
                        that
                        Fidelity will capture for the purpose of creating an outgoing
                        cash
                        letter.

                    


            

             

            
              	 	
                      1.35

                    	
                      “Unencoded
                        Item”
                        will mean a document received by Fidelity where the dollar
                        amount or any
                        other required data field is not
                        encoded.

                    


            

             

            2.    TERM

            


            Unless
              otherwise terminated as provided for in the General Terms or as may
              be set forth
              herein, the term of this Agreement shall commence on the Commencement
              Date and
              shall expire at the end of the Initial Term set forth above. Thereafter,
              this
              Agreement will automatically renew for successive periods of the Renewal
              Term
              set forth above unless either party gives the other party written notice
              at
              least one hundred eighty (180) days prior to the expiration date of
              the Term
              then in effect that the Agreement will not be renewed beyond such Term.
              The
              Initial Term and the Renewal Terms are herein collectively referred
              to as
“Term”.

            


            3.    FEES
              

            


            Customer
              agrees to pay to Fidelity the Fees for Services as set forth in Pricing
              Attachment beginning on the Commencement Date in accordance with the
              payment
              terms set forth in the General Terms.

            


            4.    ITEM
              PROCESSING DESCRIPTION OF SERVICES

            


            Fidelity
              will perform the following services: 

            


            
              	 	
                      4.1
                        

                    	
                      Proof
                        and Encode.
                        Over the counter (teller) work is filmed by the bank, bundled,
                        then routed
                        to Fidelity. Debit and Credit totals are established and
                        outgoing Cash
                        Letter items are encoded using Fidelity’s Image Processing
                        equipment.

                    


            

            


            
              	 	
                      4.2

                    	
                      Item
                        Capture.
                        Over the counter and Incoming Cash letter items are read
                        by the high speed
                        reader sorter. Images of all documents are digitized and
                        stored on
                        magnetic media along with information needed to post and/or
                        track each
                        document

                    


            

            


            
              	 	
                      4.3

                    	
                      NSF
                        and Un-posted Items.
                        All exception items will be reviewed with the bank if necessary
                        and will
                        then be processed by Fidelity. This includes preparation
                        and disposition
                        of NSF notices, outgoing return cash letters, and ACH returns.
                        Un-posted/unmatched items will be corrected and resubmitted
                        for posting.
                        

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      4.4

                    	
                      Incoming
                        Return Items.
                        Fidelity will process bank’s FRB return cash letter. Returned items will
                        be resubmitted, charged back to the customer account or placed
                        in
                        Customer’s cash items based on prearranged
                        agreements.

                    


            

            


            
              	 	
                      4.5

                    	
                      Statement
                        Rendering.
                        Imaged statements will be printed, metered and mailed by
                        Fidelity for all
                        Checking and Savings accounts based on bank’s instructions. Fidelity will
                        also verify enclosure counts, meter and mail statements on
                        non-imaged
                        accounts. Any account having an image or document discrepancy
                        (cripple
                        statement) that can not be resolved by Fidelity will be forwarded
                        to bank
                        for handling. At bank’s request, Fidelity will insert marketing or other
                        informational material in out-going
                        statements.

                    


            

            


            
              	 	
                      4.6

                    	
                      Research
                        and Adjustments.
                        Fidelity will conduct any necessary research and make appropriate
                        entries
                        required regarding FRB cash letters processed on behalf of
                        Customer.
                        

                    


            

            


            
              	 	
                      4.7

                    	
                      Document
                        Storage.
                        Fidelity will store Customer’s physical items at its facility for
                        safekeeping until they are disposed
                        of.

                    


            

            


            
              	 	
                      4.8

                    	
                      Optical
                        Image Storage.
                        Fidelity will archive document images from Customer’s designated RAID unit
                        to Fidelity’s Optical Disk system as needed for long term
                        storage.

                    


            

            


            
              	 	
                      4.9

                    	
                      Electronic
                        File Transmission.
                        Fidelity will transmit captured item data to bank via high
                        speed data
                        communications for input to bank’s processing
                        system.

                    


            

            


            
              	 	
                      4.10

                    	
                      Branch
                        Capture Xpress.
                        Customer will provide, at Customer’s expense and as documented in the
                        Pricing Attachment, attached hereto, the BCX hardware and
                        software
                        utilized within the branches or other locations designated
                        by Customer and
                        telecommunications connectivity between Customer locations
                        and the Service
                        Center. Fidelity will receive Item Images from Customer’s BCX locations by
                        the timeframe set forth in Exhibit B, Processing Times, of
                        this Schedule.
                        The BCX Items will be processed using Over-the-Counter Image
                        Capture.

                    


            

            


            Fidelity
              will: (i) provide the acquisition and installation of BCX hardware
              and software;
              (ii) process Customer’s data utilizing the BCX Product and report BCX Product
              processing results; (iii) provide one (1) day of training (up to ten
              hours) per
              BCX location and one (1) copy of user documentation to enable Customer
              to
              utilize the BCX Product; and (iv) BCX Product support via telephone
              during
              Fidelity Business Hours. If Fidelity is required to perform BCX Product
              maintenance or support at the Customer location, Fidelity will provide
              these
              services at the then current programming hourly rate plus materials
              and any
              travel related expenses. 

            


            5.    CUSTOMER'S
              OBLIGATIONS

             

            Customer
              will:

            


            
              	 	
                      5.1

                    	
                      Perform
                        all of its obligations hereunder, including but not limited
                        to testing,
                        reviewing and otherwise adhering to the timeframes set forth
                        in the
                        implementation project plan, in a timely manner;
                        and

                    


            

            


            
              	 	 	
                      5.2

                    	
                      Deliver
                        to Fidelity all Items,
                        in
                        a condition and form consistent with the generally accepted
                        requirements
                        of a high-speed item processing operation.
                        Customer assumes full responsibility for the accuracy, completeness,
                        and
                        authenticity of all Items furnished to Fidelity, and Fidelity
                        will thus be
                        entitled to rely thereon and will have no obligation or responsibility
                        to
                        audit, check, or verify the Items. Without limiting the generality
                        of the
                        foregoing, Customer will have sole responsibility for (a)
                        verifying dates,
                        signatures, amounts, authorizations, endorsements, payment
                        notices,
                        collection times, fees and charges imposed by Customer on
                        its customers
                        and other similar matters on all Items delivered to Fidelity;
                        (b) placing
                        stop payments and holds on Accounts; and (c) determining
                        the correctness
                        of all magnetic ink inscribed or appearing on Items, regardless
                        of by whom
                        or when inscribed. If any Items submitted to Fidelity are
                        incorrect, or
                        in
                        a condition inconsistent with the generally accepted requirements
                        of a
                        high speed item processing operation,
                        Fidelity may, in its sole discretion, either (i) require
                        Customer to
                        resubmit completed and corrected Items, or (ii) correct and
                        complete the
                        Items itself and Customer will pay Fidelity the charges for
                        any additional
                        services provided by Fidelity to correct or complete such
                        Items or
                        otherwise prepare such Items for
                        processing.

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                    	5.3	
                      Provide
                        Inclearing, Unencoded and Pre-encoded Items to Fidelity Business
                        Day
                        according to the Processing Times contained in the attached
                        Exhibit.

                    


            

            


            
              	 	
                      5.4

                    	
                      Provide
                        to Fidelity by mutually agreeable means, current information
                        reasonably
                        required by Fidelity concerning the Accounts offered by Customer
                        to its
                        end-customers and internal Customer general ledger
                        accounts.

                    


            

            


            
              	 	
                      5.5

                    	
                      Ensure
                        that all Items and other documents or media which Fidelity
                        may be required
                        to process under this Schedule are in a format acceptable
                        to Fidelity and
                        contain, in machine readable form, the data and information
                        required by
                        Fidelity.

                    


            

            


            
              	 	
                      5.6

                    	
                      Ensure
                        appropriate personnel of Customer are properly trained to
                        utilize the Item
                        Processing Services. 

                    


            

            


            
              	 	
                      5.7

                    	
                      In
                        a manner prescribed by Fidelity, Customer will balance non-business
                        Account statement cycles for monthly periodic statements
                        so that
                        approximately the same number of statements are to be prepared
                        on each of
                        the statement cycles (not more than twenty (20) Business
                        Days during the
                        month). The monthly statement print files will be transmitted,
                        in a format
                        acceptable to Fidelity, including intelligent insertion marks
                        or bar
                        coding indicating the number of Items to be enclosed with
                        each
                        statement.

                    


            

            


            
              	
                    	5.8	
                      Communicate
                        any changes or modifications to the statement cycle, permanent
                        or
                        temporary, to Fidelity at least five (5) Business Days in
                        advance
                        of
                        the Statement Cycle Date.

                    


            

            


            
              	
                    	5.9	
                      Cooperate
                        with Fidelity in the performance of Item Processing Services
                        and provide
                        to Fidelity such data and information, management decisions,
                        regulatory
                        interpretations and policy guidelines as Fidelity reasonably
                        requires.

                    


            

            


            
              	
                    	5.10	
                      Provide
                        Fidelity with contact list and escalation procedures to insure
                        that
                        production problems and other issues requiring Customer attention
                        are
                        addressed on a timely basis by the appropriate
                        individual(s).

                    


            

            


            
              	
                    	5.11	
                      Be
                        responsible for the transportation of all Items, records,
                        and other data
                        between Customer offices and the Service Center and the related
                        costs.

                    


            

            


            
              	
                    	5.12	
                      Appoint
                        Fidelity as its agent for purposes of receiving Items from
                        and returning
                        Items to clearing organizations. Customer will notify all
                        appropriate
                        third parties of such appointment and pay or reimburse Fidelity
                        for any
                        charges payable to such clearing organizations for, or required
                        as a
                        condition to, so receiving or returning
                        Items.

                    


            

            


            
              	
                    	5.13	
                      Forward
                        directly to Fidelity any On-Us Items or other Items that
                        are posted by or
                        on behalf of Customer without being entered into the clearing
                        process.

                    


            

            


            
              	 	
                      5.14

                    	
                      Networking
                        and communication devices provided by Customer must be approved
                        by
                        Fidelity to insure compatibility with the Fidelity
                        System.

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      5.15

                    	
                      Transmit
                        Item Images and Items to the Service Center or Customer location
                        in
                        accordance with the timeframe set forth in Exhibit B, Processing
                        Times, of
                        this Schedule. Customer will re-transmit or capture and re-transmit
                        Item
                        Images that were not received by Fidelity or were unreadable
                        when received
                        by Fidelity.

                    


            

            


            
              	 	
                      5.16

                    	
                      Utilize
                        internal documents that will enhance amount recognition software’s read
                        rates. Read rates must remain higher than 50% for BCX.  

                    


            

            


            6.    PROBLEM
              REPORTING AND RESOLUTION

            


            6.1.
               Problem
              Reporting.
              Customer is responsible for reporting problems to Fidelity's customer
              service or
              operations staff at the contact numbers or addresses provided by Fidelity
              from
              time to time.

            


            6.2.
              Problem
              Response.
              Fidelity shall respond to each reported problem promptly based on the
              severity
              of the problem and its effect on Customer's operations. Fidelity shall
              use
              reasonable commercial efforts to either resolve each problem or provide
              Customer
              with information to allow Customer's personnel to address the problem.
              In the
              event the resolution of a reported problem which materially impacts
              Customer's
              operations will carry-over to the next business day, Fidelity will
              provide
              Customer with a status report for the problem and an estimate of the
              resolution
              time and course, if possible. 

            


            7.  OTHER
              SERVICES

            


            7.1   Item
              Posting File Transmission Contingency.
              In the
              event that Fidelity is unable to successfully transmit any Item Posting
              File to
              Customer, Fidelity will burn a CD-ROM or DVD containing the data and
              make it
              available for pickup by Customer or Customer’s courier, or, arrange for courier
              delivery to Customer’s Data Processing Services Provider.

            


            7.2
               Image
              Processing System Reports.
              Fidelity will provide standard reports - All Items Listing, Cash Letter
              Detail,
              Cash Letter Summary, Change Log, and the Item Balancing Sheet - in
              a mutually
              acceptable format each Business Day and make the file available for
              pickup by
              Customer using a TCP/IP transfer utility or physically available by
              the
              timeframe documented in Exhibit B, Processing Times.

            


            8.    MISCELLANEOUS

            


            8.1
               Programming
              Support.
              Fidelity will provide Special Programming at Customer’s request for new or
              modified products or services at the current programming hourly
              rate.

            


            8.2
               On-site
              Consulting.
              Fidelity will provide item processing consulting services at Customer’s request
              for new or modified products or services at the current hourly rate.
              

            


            8.3
               Courier
              Services.
              Customer will be responsible for the selection, expense and overall
              management
              of the couriers that are used for the transportation of all Items,
              records, and
              other data between Customer offices and the Service Center, the Inclearing
              Items
              from the Federal Reserve Bank to the Service Center, and for the transportation
              of Transit Items to the Federal Reserve Bank or other upstream correspondent
              banks. The
              parties agree that such courier service may be either an existing courier
              service shared by other Fidelity customers or, if Customer in its sole
              discretion determines that it is not feasible or desirable to utilize
              such
              existing courier service, such other courier service as is designated
              by
              Customer. 

            


            8.4
               Change
              of Core Provider.
              Customer will provide Fidelity with at least 180 days advance written
              notice of
              its intent to change Customer’s Data Processing Services Provider. If Customer
              elects to change its Data Processing Services Provider, Customer will
              pay to
              Fidelity the certification and related charges necessary for Fidelity
              to
              determine how the image item capture services provided under this Schedule
              may
              continue to be provided following such change.

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            INTERNET
              BANKING ACCESS TO CHECK IMAGES

            EXHIBIT
              A

            


            
              	
                    	1.	
                      Statement
                        of Services.
                        This Internet Banking Access to Check Images Product is designed
                        and usage
                        is intended to enable the access, retrieval, and transfer
                        of a single Item
                        Image from the Fidelity Image Archive to the Customer’s home banking
                        application utilized by account holders of Customer for presentation
                        of a
                        single Item Image per each account holder’s request. Use of the Home
                        Banking Archive Interface Product for all other purposes
                        is expressly
                        prohibited without the written approval of Fidelity. This
                        Exhibit
                        authorizes use of the Home Banking Archive Interface Product
                        to interface
                        with the following home banking application (check one box
                        only):

                    


            

            


            
              	
                    	x	
                      Fidelity
                        eBanking - Home Banking

                    


            

            


            Fidelity
              or its designees will perform all modifications or customizations to
              the Home
              Banking Archive Interface Product requested by Customer under an approved
              written professional services agreement between the parties. 

            


            
              	 	
                      2.

                    	
                      Payment
                        for Services.
                        In consideration for the provision set forth above, Customer
                        will pay
                        Fidelity the amounts set forth in the Pricing Attachment
                        attached hereto
                        after the Implementation Date of the Home Banking Archive
                        Interface
                        Product. Monthly fees are for management and operation of
                        the Home Banking
                        Archive Interface Product as defined and exclude all other
                        charges,
                        specifically necessary telecommunication connectivity
                        requirements.

                    


            

            


            
              	 	
                      3.

                    	
                      Customer
                        Responsibilities.
                        Customer will (i) provide all telecommunications components
                        necessary for
                        connectivity between the Home Banking Archive Interface Product
                        and
                        Customer’s home banking application; (ii) provide Fidelity specifications
                        necessary for the implementation and testing of the Home
                        Banking Archive
                        Interface Product; (iii) grant Fidelity access to data generated
                        by the
                        Home Banking Archive Interface Product for support purposes;
                        (iv) contract
                        with Fidelity for Fidelity Intranet/Internet Access to Images
                        services;
                        and (v) perform all commercially reasonable user authentication,
                        data
                        encryption, “firewall protection”, and security management related to
                        connecting and using the Home Banking Archive Interface Product
                        and
                        accessing the Fidelity Image Archive that is accordance with:
                        (a)
                        generally accepted industry standards, (b) industry regulatory
                        requirements, and (c) Fidelity published network connectivity
                        standards.

                    


            

            


            
              	 	
                      4.

                    	
                      Performance
                        Standards.
                        The Home Banking Archive Interface Product will be available
                        seven days
                        per week except for time periods designated by Fidelity to
                        perform system
                        maintenance, repair, and component upgrades or replacement.
                        Images
                        captured by Fidelity will be available to the Home Banking
                        Archive
                        Interface Product by 08:00 a.m. local time the following
                        Business Day.
                        Images will remain available to the Home Banking Archive
                        Interface Product
                        for a period not to exceed ninety (90) days.


                    


            

            


            Fidelity’s
              failure to achieve this performance standard will not be conclusive
              evidence of
              a material breach by Fidelity of its obligations under this Exhibit.
              Customer
              may, however, if the facts and circumstances of such failure so warrant,
              declare
              a material breach of this Exhibit.

            


            
              	 	
                      5.

                    	
                      Home
                        Banking Archive Interface Product Warranty.
                        CUSTOMER’S
                        SOLE WARRANTY WITH RESPECT TO COMPUTER HARDWARE AND SOFTWARE
                        SUPPLIED BY
                        THIRD PARTIES AND USED BY FIDELITY IN PROVIDING THE SERVICE
                        UNDER THIS
                        EXHIBIT, IS THE WARRANTY PROVIDED BY SUCH THIRD PARTY AS
                        IT MAY BE
                        AVAILABLE TO CUSTOMER. FIDELITY HEREBY DISCLAIMS ANY REPRESENTATION
                        OR
                        WARRANTY WHATSOEVER ABOUT THE PERFORMANCE OR LEGAL OR REGULATORY
                        COMPLIANCE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
                        FITNESS FOR A
                        PARTICULAR PURPOSE OF ANY COMPUTER HARDWARE AND SOFTWARE
                        SUPPLIED BY THIRD
                        PARTIES. Customer
                        acknowledges that Fidelity has no duty or responsibility
                        to modify any
                        such third-party product, except to the extent that the vendor
                        thereof has
                        such a duty or responsibility to modify such product pursuant
                        to the
                        applicable license agreement between Fidelity and such
                        vendor.

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            PROCESSING
              TIMES

            EXHIBIT
              B

            


            
              	 	
                      1.

                    	
                      PROCESSING
                        TIMES

                    


            

            


            All
              times
              indicated in this Exhibit refer to the time zone in which the Service
              Center is
              located.

            


            
              	 	
                      I.

                    	
                      Client
                        Delivery Requirements.

                    


            

            


            
              	
                      Over-the-Counter
                        Items

                    	
                      Business
                        Day - Monday through Friday 

                      50%
                        by 16:00

                      100%
                        by 18:00

                    
	
                      Inclearing
                        Items

                    	
                      Business
                        Day - Monday through Friday 

                      RCPC
                        by 09:30

                      City
                        by 13:30

                    


            

            


            
              	 	
                      II.

                    	
                      File
                        Transmission
                        Requirements.

                    


            

             

            
              	
                      Over-the-Counter
                        Transmission by Fidelity

                    	
                      Business
                        Day - Tuesday through Thursday 

                      24:00

                      Business
                        Day - Monday (or day following holiday) 01:00

                      Business
                        Day - Friday 02:00

                    
	
                      Inclearing
                        Transmission by Fidelity

                    	
                      Business
                        Day - Monday through Friday 

                      22:00

                    
	
                      Statement
                        Print Text File Transmission(s) Completed by Client 

                    	
                      First
                        Business Day following Statement Cycle Date

                      04:00

                    
	
                      Statement
                        Reconciliation File Transmission(s) Completed by Client -
                        Image Statement
                        Only

                    	
                      First
                        Business Day following Statement Cycle Date

                      04:00

                    
	
                      Exception
                        Item File Transmission Completed by Client

                    	
                      Next
                        Calendar Day 

                      02:30

                    
	
                      Return
                        Item File Transmission by Client

                    	
                      Business
                        Day - Monday through Friday 

                      13:00

                    


            

            


            
              	 	
                      III.

                    	
                      Same
                        Day Settlement by
                        Fidelity.

                    


            

             

            
              	
                      Same
                        Day Settlement Adjustments 

                    	
                      Business
                        Day of Presentment - Monday through Friday 14:30

                    
	
                      Same
                        Day Settlement Adjustments Documentation Available for Pick-Up
                        

                    	
                      Business
                        Day of Presentment - Monday through Friday
                        18:00

                    


            

            


            
              	 	
                      IV.

                    	
                      Image
                        Archive Available by
                        Fidelity.

                    


            

             

            
              	
                      Image
                        Archive Available by Fidelity 

                    	
                      Next
                        Calendar Day 

                      07:30

                    


            

            


            
              	 	
                      V.

                    	
                      Return
                        Items and Large Item Returns by
                        Fidelity.

                    


            

             

            
              	
                      Return
                        Item Cash Letter Available for Pick-Up 

                    	
                      Business
                        Day - Monday through Friday 23:59

                    
	
                      Large
                        Item Notifications 

                    	
                      Business
                        Day - Monday through Friday 23:59

                    
	
                      Large
                        Item Notification Report Available for Pick-Up 

                    	
                      Next
                        Business Day - Monday through Friday
                        07:30

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      VI.

                    	
                      Exception
                        Items or Crippled Statements Available for Pickup by
                        Client.

                    


            

            


            
              	
                      Exception
                        Items Available for Pickup by Client

                    	
                      Next
                        Business Day Monday through Friday

                      07:30

                    


            

            


            
              	 	
                      VII.

                    	
                      Print
                        Available for Pickup by
                        Client.

                    


            

            


            
              	
                      Print
                        Available for Pickup by Client

                    	
                      Next
                        Business Day - Monday through Friday

                      07:30

                    


            

            


            
              	 	
                      VIII.

                    	
                      BCX
                        Processing Times. Client Delivery Requirements.

                    


            

            


            
              	
                      BCX
                        Over-the-counter Images 

                    	
                      Business
                        Day - Monday through Friday 

                      50%
                        by 14:00

                      100%
                        by 17:00

                    
	
                      BCX
                        Over-the-counter Items 

                    	
                      Business
                        Day - Monday through Friday 

                      100%
                        by 19:00

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

        
           

          
            FIDELITY
              INFORMATION SERVICES, INC.

            NETWORK
              SERVICES SCHEDULE

            


            INITIAL
              TERM

            Five
              (5)
              Years

            


            RENEWAL
              TERM

            Five
              (5)
              Years

            


            COMMENCEMENT
              DATE

            The
              date
              that the Services are first installed and available for Customer’s use in a
              production environment which is signified by Fidelity turning the system
              over to
              Fidelity support.

            


            This
              Schedule together with any attachments and/or exhibits hereto, the
              General Terms
              and Conditions to be signed concurrently (“General Terms”), and any written
              modifications thereto signed and agreed to by Fidelity
              Information Services, Inc.
              of
              Maitland, Florida (“Fidelity”) and Solera
              Bank, N.A. (IO) of
              Wheat
              Ridge, Colorado (“Customer”) from time to time hereafter shall hereafter be
              referred to as the “Network Services Agreement”, or “Agreement”.

            


            This
              Schedule supersedes and replaces any and all prior agreements between
              the
              parties and/or their affiliates, subsidiaries, predecessors, successors,
              or
              assigns for the same or similar services as those described in this
              Schedule.

            


            
              	
                      1.

                    	
                      TERM

                    


            

            


            
              	 	
                      Unless
                        otherwise terminated as provided for in the General Terms
                        or as may be set
                        forth herein, the term of this Network Services Agreement
                        shall commence
                        on the earlier of (a) the Effective Date as set forth on
                        the Signature
                        Page attached hereto or the (b) Commencement Date, as set
                        forth above, and
                        shall expire after the Initial Term provided above. Thereafter,
                        this
                        Network Services Agreement will automatically renew for successive
                        Renewals Terms as provided above unless either party gives
                        the other party
                        written notice at least one hundred eighty (180) days prior
                        to the
                        expiration date of the Term then in effect that this Network
                        Services
                        Agreement will not be renewed beyond such Term. The Initial
                        Term and the
                        Renewal Terms are herein collectively referred to as
                        “Term”.

                    


            

            


            
              	
                      2.

                    	
                      FEES

                    


            

            


            Customer
              agrees to pay to Fidelity the Fees for Services as set forth in the
              Network
              Services Proposal (“NSP”) Summary attached hereto, beginning on the Commencement
              Date in accordance with the payment terms set forth in the General
              Terms.
              Customer shall begin paying the recurring fees to Fidelity on the Commencement
              Date for Services and shall continue to make payment of such recurring
              fees in
              accordance with the payment terms of the Agreement for so long as Fidelity
              shall
              be providing services to Customer pursuant to the Agreement. The recurring
              fees
              are subject to adjustment annually pursuant to Section 3.4 of the General
              Terms.
              Additional professional services requested by Customer shall be billed
              to
              Customer at Fidelity’s then current rate for such professional
              services.

            


            Fifty
              percent (50%) of the one-time fees are due upon execution of the Agreement,
              and
              the remaining fifty percent (50%) is due upon delivery of the equipment.
              In
              addition to the fees and charges stated in this Agreement, Fidelity
              will invoice
              Customer, and Customer will pay for Fidelity’s reasonably travel and related
              expenses incurred in providing the Services. Customer
              also agrees to pay additional data communication charges, or other
              services
              contained in the NSP, if applicable. In
              addition to the fee increases provided elsewhere in the Agreement,
              Fidelity may
              increase fees and charges in this Schedule based upon market increases
              in
              telecommunications access/bandwidth fees and charges, as
              applicable.

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            
              	
                      3.

                    	
                      SERVICES
                        DESCRIPTION

                    


            

            


            Fidelity
              agrees to provide the network services, circuits, equipment and professional
              services contained in NSP Summary No. 18708 dated January 20, 2006,
              attached
              hereto, which is hereby incorporated into this Agreement by this reference..
              

            


            Fidelity
              will provide a managed virtual private network (“VPN”) solution. A measured
              business line (“MBL”) will be provided for router management. MBL charges do not
              include long distance or usage charges, which will be billed separately.
              Customer will provide Internet access for the VPN connection and a
              static IP
              address. 

            


            
              	
                      4.

                    	
                      SCHEDULING
                        SERVICES

                    


            

            


            
              	 	
                      Fidelity
                        and Customer will mutually agree upon a schedule of when
                        and where the
                        Services will be performed.

                    


            

            


            
              	
                      5.

                    	
                      CUSTOMER
                        RESOURCES REQUIRED

                    


            

            


            Customer
              agrees to cooperate with Fidelity during the provision of the Services
              by making
              the necessary members of Customer’s staff available to work with Fidelity’s
              personnel at the times and locations reasonably requested by
              Fidelity.

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

         

        
          FIDELITY
            INFORMATION SERVICES, INC.

          INTERNET
            BANKING SERVICES SCHEDULE

          


          INITIAL
            TERM

          Five
            (5) years

          


          RENEWAL
            TERM

          Five
            (5) years

          


          COMMENCEMENT
            DATE 

          The
            date
            that the Services are first installed and available for Customer’s use in a
            production environment which is signified by Fidelity turning the system
            over to
            Fidelity support.

          


          This
            Schedule together with any attachments and/or exhibits hereto, the General
            Terms
            and Conditions to
            be signed concurrently (“General
            Terms”), and any written modifications thereto signed and agreed to by
Fidelity
            Information Services, Inc.
            of
            Maitland, Florida (“Fidelity”) and Solera
            Bank, N.A. (IO) of Wheat
            Ridge, Colorado
            (“Customer”) from time to time hereafter shall be referred to as the “Internet
            Banking Agreement” or “Agreement”. 

          


          This
            Schedule supersedes and replaces any and all prior agreements between
            the
            parties and/or their affiliates, subsidiaries, predecessors, successors,
            or
            assigns for the same or similar services as those described in this
            Schedule.

           

          As
            of the Commencement Date for Services, Fidelity will provide to Customer
            the
            Internet Banking Services listed on Attachment 1 attached to this Schedule,
            as
            more fully described in Fidelity’s then current version of the Fidelity Internet
            Banking Service Documentation.

           

          1.    DEFINITIONS

          


          In
            addition to any other defined terms contained in the General Terms, the
            following terms will have the following meanings with regard to this
            Agreement:

          


          
            	 	
                    1.1

                  	
                    "Customer
                      Base"
                      shall mean those clients or members of Customer as of the Commencement
                      Date of Services and those who become clients or members of
                      Customer
                      during the term.

                  


          

          


          
            	 	
                    1.2

                  	
                    “Customer
                      Data Center”
                      shall mean Customer’s internal data processing department, loan
                      origination system, or Customer’s Fidelity service
                      bureau.

                  


          

          


          
            	 	
                    1.3

                  	
                    "Documentation"
                      shall mean the installation and operating instructions for
                      Customer’s use
                      of the System.

                  


          

          


          
            	 	
                    1.4

                  	
                    "End User"
                      shall mean those in the Customer Base whose data resides in
                      the Fidelity
                      System.

                  


          

          


          
            	 	
                    1.5

                  	
                    “Equipment”
                      (if applicable) shall mean Customer’s computer equipment, software,
                      communications software, communications lines, router, channel
                      service
                      unit, dial-up modem, connecting cables, and any additional
                      equipment (e.g.
                      personal computer, emulex box, etc.) needed to meet the required
                      specifications for use with the
                      System.

                  


          

          


          
            	 	
                    1.6

                  	
                    “Fidelity's
                      Secure Server”
                      shall mean the server-grade computers owned and maintained
                      by Fidelity
                      and/or its Processing Agents on which the System and Customer’s website
                      resides.

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    1.7

                  	
                    “Fidelity
                      Internet Banking Service Documentation”
                      shall mean Fidelity’s then current documentation which (a) describes the
                      Services, (b) sets forth additional terms and conditions governing
                      the
                      provision of the Services, and (c) sets forth additional Customer
                      duties
                      and obligations regarding the
                      Services.

                  


          

          


          
            	 	
                    1.8

                  	
                    “Software"
                      shall mean that portion of the System that is comprised of
                      Fidelity’s
                      computer programs installed on Fidelity’s Secure
                      Server.

                  


          

          


          
            	 	
                    1.9

                  	
                    “System"
                      shall mean Fidelity's Software and proprietary Internet banking
                      system as
                      more fully described in the Fidelity Internet Banking Services
                      Documentation, together with all modifications made available
                      to Customer
                      under this agreement.

                  


          

          


          
            	 	
                    1.10

                  	
                    “Website”
                      shall mean Customer’s Internet presence found at Customer's Uniform
                      Resource Locator (URL) address.

                  


          

           

          2.    TERM

          


          Unless
            otherwise terminated as provided for in the General Terms or as may be
            set forth
            herein, the term of this Agreement shall commence on the Commencement
            Date and
            shall expire at the end of the Initial Term set forth above. Thereafter,
            this
            Agreement will automatically renew for successive periods of the Renewal
            Term
            set forth above unless either party gives the other party written notice
            at
            least one hundred eighty (180) days prior to the expiration date of the
            Term
            then in effect that the Agreement will not be renewed beyond such Term.
            The
            Initial Term and the Renewal Terms are herein collectively referred to
            as
“Term”.

          


          3.    FEES
            

          


          Customer
            agrees to pay to Fidelity the Fees for Services as set forth in Attachment
            1
            beginning on the Commencement Date in accordance with the payment terms
            set
            forth in the General Terms.

          


          4.    FIDELITY'S
            OBLIGATIONS

          


          Fidelity
            will: 

           

          
            	 	
                    4.1
                      

                  	
                    Register
                      an Internet domain name on behalf of Customer, for which Customer
                      will be
                      invoiced in the first year at the price set forth in Attachment
                      1 and
                      annually thereafter at the then-current renewal list price
                      offered by the
                      third party that provides the domain registration
                      service;

                  


          

           

          
            	 	
                    4.2

                  	
                    Register
                      a domain security key on behalf of Customer, for which Customer
                      will be
                      invoiced in the first year at the price set forth in Attachment
                      1 and
                      annually thereafter at the then-current renewal list price
                      offered by the
                      third party that provides the domain security key registration
                      service;

                  


          

          


          
            	 	
                    4.3

                  	
                    Provide
                      to Customer specifications for the Equipment Customer will
                      need from time
                      to time for the Services; 

                  


          

          


          
            	 	
                    4.4

                  	
                    Train
                      Customer personnel in the daily use and operation for the System;
                      and

                  


          

          


          
            	 	
                    4.5

                  	
                    Provide
                      the Internet Banking Services (the “Services”) listed on Attachment 1 in
                      accordance with the Fidelity Internet Banking Service Documentation.
                      The
                      applicable parts of the Fidelity Internet Banking Service Documentation
                      are hereby incorporated into this Agreement by this reference
                      as if fully
                      set forth herein.

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
5.    CUSTOMER'S
            OBLIGATIONS

           

          Customer
            will:

          


          
            	 	
                    5.1

                  	
                    As
                      promptly as practicable following the execution of this Agreement,
                      and at
                      its cost and expense, obtain or otherwise make available to
                      Fidelity the
                      Equipment needed for the Services;
                      and

                  


          

          


          
            	 	
                    5.2

                  	
                    Perform
                      all of its obligations hereunder, including but not limited
                      to testing,
                      reviewing and otherwise adhering to the timeframes set forth
                      in the
                      implementation project plan, in a timely manner;
                      and

                  


          

          


          
            	 	
                    5.3

                  	
                    Comply
                      with all reasonable instructions issued by Fidelity from time
                      to
                      time.

                  


          

           

          
            	
                    6.

                  	
                    SOFTWARE
                      ACCESS RIGHT 

                  


          

           

          During
            the term, and subject to the limitations set forth herein, Fidelity grants
            to
            Customer a limited, non-exclusive, and non-assignable right to access
            the
            Software located on Fidelity’s Secure Server for the purpose of receiving the
            Services and offering the System for use by End Users. Fidelity reserves
            all
            rights not expressly granted herein. Without limiting the foregoing,
            Customer
            has no right to possess the Software or any copies thereof in any
            form.

           

          
            	
                    7.

                  	
                    FIDELITY
                      AUTHORIZATON

                  


          

           

          Customer
            acknowledges and agrees that Fidelity’s implementation of the System and
            provision of Services hereunder necessitates certain agreements with
            third
            parties (such as licensing agreements for software or hardware used in
            the
            System). Customer hereby authorizes Fidelity to: 

           

          
            	 	
                    7.1

                  	
                    Act
                      as Customer’s agent for the limited purpose of entering into, on
                      Customer’s behalf, agreements necessary to register the domain name
                      and
                      the domain security key for Customer;
                      and

                  


          

          


          
            	 	
                    7.2

                  	
                    Install
                      any hardware or software reasonably required for Fidelity’s implementation
                      of the System and Services; and 

                  


          

          


          
            	 	
                    7.3

                  	
                    Access
                      End User information and data files from, and deliver information
                      and data
                      files to Customer Data Center on behalf of Customer. Customer
                      agrees to
                      provide all appropriate privacy or other notices to End Users
                      regarding
                      Fidelity’s access to End User information residing at the Customer Data
                      Center. Customer further acknowledges and agrees that Customer’s Website
                      may contain identifications (e.g., name, logo or brand) of
                      third-party
                      providers of certain services and expressly authorizes such
                      identifications so long as they are reasonable in size, presentation
                      and
                      frequency.

                  


          

           

          8.    SYSTEM
            CHANGES 

          


          Fidelity
            has the right to:

          


          
            	 	
                    8.1

                  	
                    Update
                      the System including, without limitation, to (i) make changes
                      in the
                      method of access to or delivery of the System including, without
                      limitation, interface procedures, which are provided to Customer
                      at no
                      additional cost (“Interface Changes”), and (ii) add improvements to the
                      System which are provided to Customer at no additional cost
                      (“System
                      Enhancements”), provided however that the quality of the Services is not
                      materially harmed by such modification(s);
                      and

                  


          

           

          
            	 	
                    8.2

                  	
                    Substitute
                      any brand or third-party provider of the Services, at its sole
                      discretion,
                      at any time with or without notice, provided that the quality
                      of the
                      Services is not materially harmed by such substitution. Customer
                      acknowledges and agrees that it will not rely on identification
                      in this
                      Agreement of specific brands or names of third-party providers
                      as a
                      promise by Fidelity to use any particular brand or third-party
                      provider.
                      

                  


          

           

          
            	
                    9.

                  	
                    CUSTOMER
                      INDEMNIFICATION 

                  


          

           

          In
            addition to any other indemnification requirements provided in the General
            Terms, with respect to the Services provided under this Agreement, Customer
            will
            indemnify and hold harmless Fidelity from, and defend Fidelity against,
            any
            claims arising from Fidelity’s compliance with specifications or instructions of
            Customer or a member of the Customer Base.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


         

         

        FIDELITY
          INFORMATION SERVICES, INC.

        ELECTRONIC
          FUNDS TRANSFER (EFT) SERVICES SCHEDULE

        


        INITIAL
          TERM

        Five
          (5)
          years

        


        RENEWAL
          TERM

        Five
          (5)
          years

        


        COMMENCEMENT
          DATE FOR SERVICES

        The
          date
          that the Services are first installed and available for Customer’s use in a
          production environment which is signified by Fidelity turning the system
          over to
          Fidelity support.

         

        This
          Schedule together with any Attachments and/or Exhibits hereto, the General
          Terms
          and Conditions to be signed concurrently (“General Terms”), and any written
          modifications thereto signed and agreed to by Fidelity
          Information Services, Inc.
          of
          Maitland, Florida (“Fidelity”) and Solera
          Bank, N.A. (IO) of
          Wheat
          Ridge, Colorado (“Customer”) from time to time hereafter shall be referred to as
          the “EFT Agreement” or “Agreement”. 

        


        This
          Schedule supersedes and replaces any and all prior agreements between the
          parties and/or their affiliates, subsidiaries, predecessors, successors,
          or
          assigns for the same or similar services as those described in this
          Schedule.

        


        
          	
                  1.

                	
                  DEFINITIONS

                


        

        In
          addition to any other defined terms contained in the Agreement, the following
          terms will have the following meanings with regard to this
          Schedule:

        


        
          	 	
                  1.1

                	
                  “ATM
                    Equipment” shall mean an Automated Teller Machine (“ATM”) or other
                    financial terminal or device owned or controlled by Customer
                    which is to
                    be connected to the Fidelity EFT System for transaction routing
                    and
                    processing as provided hereunder.

                


        

        


        
          	 	
                  1.2

                	
                  “Access
                    Cards” shall mean ATM, Debit or other terminal access cards issued by
                    or
                    on behalf of Customer to its
                    customers.

                


        

        


        
          	
                	1.3	
                  “EFT
                    Network” shall mean Fidelity’s electronic funds transfer
                    network.

                


        

        


        
          	 	
                  1.4

                	
                  “EFT
                    Services” shall mean the electronic funds transfer and related services
                    to
                    be provided by Fidelity hereunder.

                


        

        


        
          	 	
                  1.5

                	
                  “Fidelity
                    EFT System” shall mean the transaction processing system used by Fidelity
                    to provide EFT Services.

                


        

        


        
          	
                  2.

                	
                  TERM

                


        

        


        Unless
          otherwise terminated as provided for in the General Terms or as may be
          set forth
          herein, the term of this Agreement shall commence on the Commencement Date
          and
          shall expire at the end of the Initial Term set forth above. Thereafter,
          this
          Agreement will automatically renew for the period of the Renewal Term(s)
          set
          forth above unless either party gives the other party written notice of
          at least
          one hundred eighty (180) days prior to the expiration date of the Term
          then in
          effect that this Agreement will not be renewed beyond such Term. The Initial
          Term and the Renewal Term(s) are herein collectively referred to as
          "Term".

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        3.    FEES

        


        Customer
          agrees to pay the monthly fees for EFT Services as outlined on Attachment
          4
          attached hereto beginning on the Commencement Date of Services in accordance
          with the payment terms set forth in the Agreement. One-time fees set forth
          in
          Attachment 4 shall be paid as follows: fifty percent (50%) of such fees
          upon
          execution of this Schedule and the remaining fifty percent (50%) of such
          fees on
          the Commencement Date for Services. Fidelity reserves the right to adjust
          at any
          time, pass-through costs, fees and charges, outside its control, including
          without limitation, telecommunications charges associated with providing
          the
          services described in this Schedule.

        


        4.    ATM
          TERMINAL DRIVING SERVICES

        


        
          	
                	4.1	
                  Fidelity
                    shall provide to Customer the following EFT Services, if
                    contracted:

                


        

         

        
          	 	 	
                  4.1.1

                	
                  All
                    transactions will be switched via the Fidelity EFT System for
                    authorization, settlement, posting and reconciliation of Customer’s
                    customer accounts.

                


        

        


        
          	 	 	
                  4.1.2

                	
                  Customer’s
                    ATM devices will be operated by Fidelity for processing all local
“on-us”
                    and “foreign” cardholder transactions. Transactions will be processed and
                    settled along with all interchange, surcharge and switch fees
                    and will be
                    funded each business day. All settlement reporting will be made
                    available
                    daily to Customer.

                


        

        


        
          	 	 	
                  4.1.3

                	
                  Fidelity
                    will monitor Customer’s ATM devices twenty-four (24) hours a day, seven
                    (7) days per week for device, telecommunications, network and
                    transaction
                    availability. In the event of an outage, Fidelity shall attempt
                    to inform
                    the appropriate party regarding the status of any device,
                    telecommunication or network in accordance with the Customer-directed
                    call
                    list and standard network operations
                    protocol.

                


        

        


        
          	 	
                  4.1.4

                	
                  ATMs
                    shall provide standard transaction options for local “on-us” and foreign
                    transactions. This may include: loan payments, fast cash, withdrawals,
                    deposits, transfers, balance inquiry (hardware functionality
                    is required
                    to allow for multiple denominations and alternative media), and
                    multi-media (i.e., USPS stamps, traveler’s checks and miscellaneous
                    coupons). ATMs shall be available with multi-lingual options.
                    Screen
                    displays may present Customer-provided marketing messages, as
                    the hardware
                    allows.

                


        

        


        5.    BALANCING
          AND SETTLEMENT

        


        
          	 	
                  5.1

                	
                  Fidelity
                    will provide reports necessary for Customer to balance the terminal
                    transactions daily and provide other related management reports
                    necessary
                    to provide accurate and efficient terminal operation. Customer
                    agrees to
                    balance reports to its general ledger daily and to notify Fidelity
                    within
                    two (2) business days, in writing, of any out-of-balance condition.
                    In no
                    case shall Fidelity be liable for any losses or penalties arising
                    from
                    transactions reported after the network-allowed
                    timeframe.

                


        

        


        
          	 	
                  5.2

                	
                  Fidelity
                    shall not be responsible for any settlement issues or deficiencies
                    reported to Fidelity after two (2) business
                    days.

                


        

        


        6.     ERROR/DISPUTE
          RESOLUTION

        


        Customer
          will be responsible for the timely resolution of errors/disputes and
          notifications to cardholders as defined by federal regulations. Customer
          will
          handle monetary entries to its customer’s accounts and will establish and
          maintain a general ledger account for this purpose. Fidelity shall serve
          in an
          advisory capacity on dispute resolution. Customer shall forward dispute
          claims
          to Fidelity. Fidelity shall review such claims for adjustment eligibility
          and
          process all such eligible claims. Fidelity shall obtain draft copies, enter
          adjustments, and make appropriate entries to Customer’s clearing accounts.
          Fidelity shall work with Customer in connection with any adjustment returned
          for
          recharge to a cardholder’s account. Provided that Fidelity complies with all
          association guidelines related to adjustment processing, Customer is responsible
          for any losses incurred by disputed transactions.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        
          	
                  7.

                	
                  CUSTOMER
                    OBLIGATIONS

                


        

        


        Customer
          shall have the following obligations in connection with the EFT
          Services:

        


        
          	
                	7.1	
                  Data.

                


        

         

        
          	 	 	
                  7.1.1

                	
                  Customer
                    is responsible for storage and retrieval of all of Customer’s reporting
                    data.

                


        

        


        
          	 	 	
                  7.1.2

                	
                  If
                    the data submitted by Customer to Fidelity for processing, whether
                    electronically or otherwise, is incorrect, incomplete, or not
                    in the form
                    required by Fidelity for such data, Customer shall pay Fidelity
                    the
                    standard rates in effect at that time for any additional work
                    performed by
                    Fidelity to correct, complete and otherwise prepare data, until
                    such time
                    as Customer makes the data available in the proper form. If Customer
                    fails
                    to furnish the data to Fidelity in accordance with the schedule
                    and form
                    agreed upon by Fidelity and Customer, Fidelity will use its reasonable
                    efforts to reschedule and process Customer’s work as promptly as possible.
                    Customer shall pay for any expenses incurred by Fidelity caused
                    by
                    Customer’s failure to furnish its data to Fidelity in the form and/or
                    at
                    the time required.

                


        

        


        
          	 	
                  7.1.3

                	
                  Customer
                    shall maintain copies of all of Customer’s input data submitted to
                    Fidelity for processing hereunder (whether submitted to Fidelity
                    directly
                    or through any third party) to permit reconstruction of such
                    input data,
                    if required. Customer assumes all risks of loss and expense of
                    reconstruction of such input data, unless and only to the extent
                    that such
                    loss is caused by Fidelity’s failure to perform in accordance with
                    Fidelity’s standard practices. 

                


        

        


        
          	
                	7.2	
                  Use
                    of Services.

                


        

        


        
          	 	 	
                  7.2.1

                	
                  Customer
                    shall cooperate with Fidelity and provide Fidelity with all necessary
                    information (including, but not limited to, authorization and
                    access to
                    file layouts necessary to convert the card management system
                    information
                    to the Fidelity EFT System and other information necessary to
                    convert ATM
                    devices and debit card database information such as device type,
                    location
                    and address) and assistance required for Fidelity to make the
                    EFT Services
                    operational and available to
                    Customer.

                


        

        


        
          	 	 	
                  7.2.2

                	
                  Customer
                    assumes exclusive responsibility for the content of any instructions
                    it
                    may give to Fidelity.

                


        

        


        
          	 	 	
                  7.2.3

                	
                  Customer
                    will use, and will instruct its customers to use, the EFT Network
                    in
                    accordance with the published rules, which rules may be changed
                    by
                    Fidelity from time to time.

                


        

        


        
          	 	 	
                  7.2.4

                	
                  Except
                    as otherwise contemplated herein or otherwise permitted by Fidelity,
                    Customer will use the EFT Services only for its own internal
                    and proper
                    business purposes and will not resell, directly or indirectly,
                    any of the
                    EFT Services or any portion thereof to any third
                    party.

                


        

        


        
          	 	 	
                  7.2.5

                	
                  Customer
                    shall not make any alteration, change or modification to any
                    of the
                    computer programs and/or Fidelity supported files and data bases
                    (but not
                    including the Customer files) used or provided by Fidelity in
                    connection
                    with providing the EFT Services to Customer hereunder, without
                    Fidelity’s
                    prior written consent in each
                    instance.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                	7.3	
                  Communications
                    Lines and Equipment.

                


        

        


        
          	 	
                  7.3.1

                	
                  Except
                    as otherwise agreed by Fidelity and Customer, Customer shall
                    be
                    exclusively responsible for the payment of all installation,
                    monthly and
                    other charges relating to the use of communications lines and
                    equipment in
                    connection with the EFT Services. If applicable, Fidelity will
                    monitor all
                    data communications circuits between the ATM Equipment and the
                    Fidelity
                    EFT System for continuous operation. Upon detection of a telephone
                    line
                    failure, Fidelity will notify the appropriate communications
                    service
                    provider and maintain such monitoring activity until restoration
                    of
                    service. Fidelity shall not be responsible for (i) service interruptions
                    beyond Fidelity's control, (ii) delay or failure of any third
                    party
                    courier or delivery service, or (iii) failure of any third party
                    vendor to
                    deliver information, products, support or services, or other
                    materials
                    required for Fidelity to provide services
                    hereunder.

                


        

         

        


        
          	 	
                  7.3.2

                	
                  All
                    communications equipment, except communications equipment provided
                    to
                    Customer by Fidelity, shall be subject to Fidelity’s approval, not to be
                    unreasonably withheld.

                


        

        


        
          	
                	7.4	
                  Customer
                    Equipment.

                


        

        


        
          	 	
                  7.4.1

                	
                  Concurrently
                    with its signing of the Agreement, Customer will notify Fidelity
                    in
                    writing as to the number and location of any and all Customer
                    ATM
                    Equipment through which Customer will initially access the EFT
                    Services.

                


        

        


        
          	 	
                  7.4.2

                	
                  Customer
                    will supply and maintain all ATM Equipment. Customer’s maintenance
                    services shall include, but not be limited to, replenishing all
                    cash and
                    supplies required by the ATM Equipment and providing all required
                    preventive and remedial
                    maintenance.

                


        

        


        
          	 	
                  7.4.3

                	
                  Customer
                    may add additional ATM Equipment for which Fidelity will provide
                    the EFT
                    Services. The fees and charges for such additional EFT Services
                    will be
                    Fidelity’s then current standard rates. Customer must give Fidelity at
                    least sixty (60) days’ prior written notice of the installation and
                    location of such additional ATM equipment. The additional EFT
                    Services
                    will be provided in accordance with Fidelity’s then current service
                    offerings and procedures. 

                


        

        


        8.    CARD
          STANDARDS

        


        
          	 	
                  8.1

                	
                  All
                    Access Cards issued to Customer's customers to utilize any equipment
                    through which the EFT Services may be accessed shall conform
                    to the data
                    content, format and encoding specifications specified by Fidelity
                    to
                    Customer.

                


        

        


        
          	 	
                  8.2

                	
                  Customer
                    has the option to purchase card stock through Fidelity or through
                    a vendor
                    of its choice. If Customer requests Fidelity to purchase the
                    card stock,
                    Customer shall pay Fidelity at the quoted rate plus any tax or
                    freight.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  9.

                	
                  ACCESS
                    TO NETWORKS

                


        

        


        
          	 	
                  9.1

                	
                  If,
                    as part of the EFT Services provided by Fidelity to Customer
                    hereunder,
                    Customer instructs Fidelity to provide Customer with access to
                    networks
                    maintained by Fidelity and/or third parties, Customer shall comply
                    with
                    the rules, regulations, procedures, fees, assessments, penalties
                    and other
                    membership duties, obligations and costs of such networks then
                    in effect,
                    which are applicable to Customer. Fidelity’s ability to provide the
                    network related services is contingent upon Customer obtaining
                    financial
                    institution sponsorship into the shared transaction network(s)
                    in which
                    Customer wishes to participate. Fidelity shall only render network
                    related
                    services concurrently with network sponsorship. Customer and/or
                    its agents
                    shall provide proof of sponsorship to Fidelity by providing a
                    copy of the
                    executed agreement between Customer and each network
                    sponsor.

                


        

        


        
          	 	
                  9.2

                	
                  Customer
                    will comply with all Fidelity and third party network rules,
                    regulations,
                    procedures and pay all costs which Fidelity may incur in providing
                    Services to Customer.

                


        

        


        
          	 	
                  9.3

                	
                  Fidelity
                    may, upon receipt of written instructions from any network to
                    which
                    Fidelity is providing access hereunder, including without limitation
                    a
                    network owned and/or operated by the Fidelity, immediately cease
                    to
                    provide to Customer, including Customer's customers, access to
                    such
                    network. Fidelity shall use its reasonable efforts to promptly
                    notify
                    Customer of such interruption in network access. Customer shall
                    indemnify
                    and hold Fidelity harmless from any claims, liabilities or losses,
                    including cost and attorney's fees, resulting from Fidelity’s compliance
                    with the written instructions of any
                    network.

                


        

        


        
          	 	
                  9.4

                	
                  Customer
                    shall indemnify and hold Fidelity harmless from any claims, liabilities
                    or
                    losses, including costs and attorneys' fees, resulting from (i)
                    transactions effected with lost, stolen, counterfeit or misused
                    Access
                    Cards issued by, or on behalf of, Customer to allow customers
                    of Customer
                    to access the EFT Services, and/or (ii) actions, omissions or
                    commissions
                    of Customer's agents and third party host processors relating
                    to the EFT
                    Services provided that the indemnity provided for in this paragraph
                    shall
                    not be applicable to losses caused by the gross negligence or
                    willful
                    misconduct of Fidelity.

                


        

        


        10.    AUTHORIZATION
          OF TRANSACTION REQUESTS

        


        A
          shared
          network interface service allows Customers’ cardholders to access their accounts
          through third party terminals which are connected to the shared network,
          and
          allows third party customers access to their accounts with other institutions
          through Customer’s terminals. Transaction authorization requests are received
          from the shared network switch by Fidelity for authorization approval.
          Fidelity
          shall authorize transactions based on one (1) of the following options
          at
          Customer’s discretion: (i) positive balance file, for which Fidelity will
          maintain a record containing certain balance information and authorization
          limits for each of Customer’s cardholders, which is updated on a frequency
          defined by Customer (usually daily) through a file transmission, (ii) host
          authorization interface, for which Fidelity will maintain a host to host
          interface between the Fidelity EFT System and Customer’s system, which provides
          for the routing of foreign transaction requests at the Customer’s terminals to
          the appropriate network for disposition as well as the routing of Customer’s
          cardholder requests at network terminals to Customer’s system for authorization,
          or (iii) parameter file authorization for which Fidelity will maintain
          a
          cardholder file and authorize transactions based on a limit defined by
          Customer
          for a specified period of time. Regardless of the option chosen by Customer,
          Fidelity will provide Customer with a daily data file of authorized transactions
          in ACH format and the appropriate settlement reports.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        11.    WARRANTY
          REGARDING EFT SERVICES

        


        
          	 	
                  11.1

                	
                  Fidelity
                    assumes no liability arising from claims as a result of the unavailability
                    of the EFT Services provided by third
                    parties.

                


        

        


        
          	 	
                  11.2

                	
                  Stand-in
                    processing occurs when the direct processor (Fidelity) or the
                    indirect
                    processor (Customer) does not respond to an authorization. Stand-in
                    limits
                    are to be defined by Customer, as appropriate. While Fidelity
                    will use
                    commercially reasonable efforts to respond to all authorizations
                    in the
                    allotted time-frame, in no event shall Fidelity be liable for
                    any losses
                    associated with transactions authorized as a result of such stand-in
                    processing.

                


        

        
          
            	 	 


          

          
            	
                    12.

                  	
                    LAWS
                      AND GOVERNMENTAL
                      REGULATIONS

                  


          

        

        


        
          	 	
                  12.1

                	
                  Customer
                    shall be responsible for compliance with all applicable laws
                    and
                    governmental regulations related to the EFT
                    Services.

                


        

        


        
          	 	
                  12.2

                	
                  If,
                    after the date hereof, any modifications to the EFT Services
                    shall be
                    required by law or by any governmental regulatory authority having
                    authority over the business of Customer, except to the extent
                    such changes
                    may be beyond the capability of the Fidelity’s ATM network and/or the
                    Customer equipment to implement, Fidelity shall modify the EFT
                    Services to
                    be in compliance with such new laws or governmental regulations.
                    Fidelity
                    may, at its discretion, pass on in whole or in part on an equitable
                    basis
                    to all similarly situated users, the costs of making any such
                    modification
                    to the EFT Services.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          FIDELITY
            INFORMATION SERVICES, INC.

          EQUIPMENT
            PURCHASE SCHEDULE

          


          


          COMMENCEMENT
            DATE 

          


          The
            date
            that the Equipment identified in this Schedule is delivered to
            Customer.

          


          This
            Schedule together with any attachments and/or exhibits hereto, the General
            Terms
            and Conditions to be signed concurrently with this Schedule ("General
            Terms"),
            and any written modifications thereto signed and agreed to by Fidelity
            Information Services, Inc.
            of
            Maitland, Florida ("Fidelity") and Solera
            Bank, N.A. (IO)
            of Wheat
            Ridge, Colorado ("Customer") from time to time hereafter shall be referred
            to as
            the "Agreement".

          


          This
            Schedule supersedes and replaces any and all prior agreements between
            the
            parties and/or their affiliates, subsidiaries, predecessors, successors,
            or
            assigns for the same or similar services as those described in this
            Schedule.

          


          1.    FEES
            

           

          
            	 	
                    Customer
                      agrees to pay to Fidelity the Fees as set forth in Attachment
                      3 beginning
                      on the Commencement Date in accordance with the payment terms
                      set forth in
                      this Agreement. Title to the Equipment shall not pass to Customer
                      until
                      payment for such Equipment has been paid in
                      full.

                  


          

           

          2.    SALE
            OF EQUIPMENT

           

          
            	 	
                    Fidelity
                      agrees to sell to Customer and Customer agrees to purchase
                      from Fidelity
                      the equipment as listed on Attachment 3 to this Agreement (the
                      "Equipment"). All Equipment orders are accepted subject to
                      availability of
                      the designated Equipment from the
                      manufacturer.

                  


          

           

          3.    EQUIPMENT
            SUBSTITUTION

           

          
            	 	
                    In
                      the event Fidelity deems it appropriate to discontinue, prior
                      to shipment,
                      any specific item of Equipment listed on any Attachment, including
                      Attachment 3, Fidelity shall not be in default of this Agreement
                      provided
                      Fidelity offers Customer substitute Equipment capable of equal
                      or better
                      performance. In the event that the price of such substitute
                      Equipment
                      exceeds the price of such discontinued Equipment, Fidelity
                      shall notify
                      Customer of the substitute price at least thirty (30) days
                      prior to the
                      date of shipment of such Equipment, and Customer shall have
                      the option to
                      cancel such order for the substitute Equipment within seven
                      (7) days of
                      receipt of notice from Fidelity with no liability to Fidelity
                      with respect
                      to
                      such Equipment.
                      If Customer elects to cancel the order for such substitute
                      Equipment,
                      Customer and Fidelity shall then decided on mutually agreeable
                      Equipment
                      within thirty (30) days of the cancellation of such order. 
                      In
                      the event that Fidelity does not receive notice of Customer's
                      election to
                      cancel the order for substitute equipment as set forth above,
                      Customer
                      shall be deemed to have agreed to purchase the substitute Equipment
                      at the
                      substitute price pursuant to the other terms and conditions
                      hereof. In the
                      event that the price of such substitute Equipment does not
                      exceed the
                      price of such discontinued Equipment, such substitute Equipment
                      shall be
                      substituted at the substitute price for the discontinued Equipment
                      under
                      this Agreement and Fidelity shall have no obligation to provide
                      notice of
                      the substitute equipment.

                  


          

           

          4.    DELIVERY,
            SECURITY INTEREST, AND RISK OF LOSS OR DAMAGE

           

          
            	 	
                    4.1

                  	
                    Delivery.
                      Customer agrees to pay or reimburse Fidelity for all costs
                      of shipping
                      Equipment to Customer, including freight, insurance and special
                      packaging
                      charges in connection with delivery. The means of shipment
                      of the
                      Equipment shall be in Fidelity's discretion and shipment may
                      be made in
                      installments unless otherwise mutually agreed in writing prior
                      to
                      shipment. Any delivery dates quoted by Fidelity are estimates
                      only and are
                      subject to availability and delivery from the respective manufacturers
                      of
                      the Equipment. Fidelity shall not be responsible for any delay
                      attributable to any manufacturer or other third party.
                      

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    4.2

                  	
                    Security
                      Interest.
                      Fidelity retains a purchase money security interest in each
                      piece of
                      Equipment until payment in full is received. Fidelity may file
                      a copy of
                      this Agreement with appropriate authorities at any time after
                      signature by
                      Customer as a financing statement and/or chattel mortgage in
                      order to
                      perfect such security interest. Customer agrees to execute
                      any financing
                      statements and other instruments requested by Fidelity to perfect
                      such
                      security interest. Customer shall not sell, exchange, lease,
                      encumber or
                      pledge the Equipment or grant or permit the creation or attachment
                      of any
                      other security interest therein without Fidelity's prior written
                      consent.
                      Until the purchase price for each piece of Equipment is paid
                      in full,
                      Customer, at its sole cost and expense, shall acquire and maintain
                      adequate insurance to cover the unpaid portion of the purchase
                      price.
                      Coverage shall include, but not be limited to, fire, extended
                      coverage,
                      vandalism, malicious mischief and other coverage reasonably
                      required by
                      Fidelity. In the event of any loss, damage or destruction to
                      the Equipment
                      while any portion of the purchase price remains unpaid, Customer
                      shall pay
                      the remaining unpaid portion of the purchase price from the
                      insurance
                      proceeds.

                  


          

           

          
            	 	
                    4.3

                  	
                    Client’s
                      Business Use. Client
                      represents and warrants that it is acquiring the Equipment
                      for its own
                      business use and purpose, without any intention to re-sell
                      or transfer the
                      Equipment to any third party.

                  


          

           

          
            	 	
                    4.4

                  	
                    Risk
                      of Loss or Damage.
                      Risk of loss or damage for all Equipment and title to all Equipment
                      shall
                      pass to Customer upon delivery by Fidelity to the first common
                      carrier at
                      Fidelity's facility, or at the manufacturer's facility if shipped
                      directly
                      from the manufacturer, or upon delivery to Customer should
                      Customer elect
                      to pick up the Equipment. 

                  


          

          


          5.    WARRANTIES

           

          It
            is
            understood and mutually agreed that Equipment purchased by Customer from
            Fidelity hereunder is manufactured by companies other than Fidelity,
            and
            therefore Fidelity makes no warranty, express or implied, on any such
            Equipment.
            Customer accepts as the sole warranty on any Equipment, the warranty
            used or
            made by the manufacturer of such Equipment. Fidelity does warrant to
            Customer
            that any Equipment installed by Fidelity will be properly installed in
            accordance with the manufacturer's installation instructions. Fidelity
            does not
            extend to Customer any other warranty on or pertaining to the
            Equipment. EXCEPT
            AS
            PROVIDED IN THIS AGREEMENT, FIDELITY SPECIFICALLY DISCLAIMS ANY AND ALL
            WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY RELATING TO THE
            EQUIPMENT,
            INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS
            FOR
            A PARTICULAR PURPOSE.

           

          6.    USE
            OF EQUIPMENT

           

          Customer
            shall at all times use the Equipment in a careful and proper manner in
            conformity with the manufacturer's specifications and documentation,
            and in
            compliance with all applicable federal, state and local laws and regulations
            and
            the provisions of any insurance policies required hereby which relate
            to the
            possession or use of the Equipment.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	
                    7.

                  	
                    MAINTENANCE

                  


          

           

          
            	 	
                    Subject
                      to the payment by Customer of the fees for Equipment maintenance
                      set forth
                      in Attachment 3 and in accordance therewith, Fidelity agrees
                      to provide
                      Customer with maintenance services for the Equipment as
                      follows:

                  


          

           

          
            	 	
                    7.1

                  	
                    Term.
                      Unless otherwise terminated as provided for in the General
                      Terms or as may
                      be set forth herein, the term of the Maintenance described
                      in this Section
                      shall be for one (1) year and shall commence on the Commencement
                      Date.
                      Thereafter, the Maintenance will automatically renew for successive
                      one
                      (1) year periods unless either party gives the other party
                      written notice
                      at least one hundred eighty (180) days prior to the expiration
                      date of the
                      Term then in effect that the Maintenance will not be renewed
                      beyond such
                      Term. The Initial Term and the Renewal Terms are herein collectively
                      referred to as “Term”.

                  


          

           

          
            	 	
                    7.2

                  	
                    Telephone
                      Support.
                      Fidelity will provide remote telephonic support for the Equipment
                      in
                      accordance with Fidelity’s then-current policies and procedures for the
                      applicable Equipment. Telephone support shall include Fidelity’s
                      commercially reasonable efforts to (i) diagnose errors or malfunctions
                      in
                      the Equipment and/or malfunctions caused by operator error,
                      (ii) advise
                      Customer of corrective measures, and (iii) clarify operating
                      instructions.

                  


          

           

          
            	 	
                    7.3

                  	
                    Equipment
                      Not Supported by Fidelity.
                      Fidelity is not responsible for 1) Equipment supported by any
                      third party,
                      2) any Equipment which Fidelity has not expressly agreed to
                      support, 3)
                      which Customer has not paid the applicable maintenance fees,
                      or 4) any
                      Equipment which cannot be reasonably repaired, is obsolete
                      where parts are
                      no longer available from the hardware manufacturer or where
                      the hardware
                      manufacturer no longer provides maintenance support services
                      for the
                      hardware. 

                  


          

           

          
            	 	
                    7.4

                  	
                    Customer
                      Obligations. Customer
                      shall promptly notify Fidelity of all problems with the Equipment,
                      and
                      shall, if applicable, provide assistance in identifying and
detecting
                      problems, errors, and malfunctions. Customer
                      agrees not to attempt any repair or maintenance of the Equipment
                      during
                      the term of this Agreement without the prior written consent
                      of
                      Fidelity.

                  


          

           

          
            	 	
                    7.5

                  	
                    Limitations
                      of Maintenance Liability. Fidelity
                      shall not be responsible for design or manufacturing defects,
                      which shall
                      be the sole responsibility of the manufacturer.


                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

            
               

              
                FIDELITY
                  INFORMATION SERVICES, INC.

                WEBSITE
                  DEVELOPMENT AND HOSTING SERVICES SCHEDULE

                


                INITIAL
                  TERM

                Five
                  (5) years

                 

                RENEWAL
                  TERM

                Five
                  (5) years

                


                COMMENCEMENT
                  DATE 

                The
                  date
                  that the Services are first installed and available for Customer’s use in a
                  production environment which is signified by Fidelity turning the
                  system over to
                  Fidelity support.

                


                This
                  Schedule together with any attachments and/or exhibits hereto,
                  the General Terms
                  and Conditions to
                  be signed concurrently (“General
                  Terms”), and any written modifications thereto signed and agreed to by
                  Fidelity
                  Information Services, Inc.
                  of
                  Maitland, Florida (“Fidelity”) and Solera
                  Bank, N.A. (IO) of Wheat
                  Ridge, Colorado
                  (“Customer”) from time to time hereafter shall be referred to as the “Website
                  Agreement” or “Agreement”. 

                


                This
                  Schedule supersedes and replaces any and all prior agreements between
                  the
                  parties and/or their affiliates, subsidiaries, predecessors, successors,
                  or
                  assigns for the same or similar services as those described in
                  this
                  Schedule.

                


                1.    DEFINITIONS

                


                In
                  addition to all other defined terms in the General Terms, the following
                  terms
                  will have the following meanings for purposes of this Website
                  Agreement:

                


                
                  	 	
                          1.1

                        	
                          “Customer
                            Data Center"
                            shall mean (i) the Customer’s internal data processing department
                            operating on Fidelity-provided systems or (ii) Fidelity
                            operating as the
                            Customer’s service bureau or data processing
                            provider.

                        


                

                


                
                  	 	
                          1.2

                        	
                          "Data
                            Center"
                            shall mean the space at one or more locations where Fidelity
                            performs the
                            Services, excluding Customer
                            locations.

                        


                

                


                
                  	 	
                          1.3

                        	
                          "End
                            User Customer"
                            shall mean a customer, client or member of Customer who
                            uses the
                            System.

                        


                

                


                
                  	 	
                          1.4

                        	
                          "Fidelity's
                            Server"
                            shall mean the server-grade computers maintained by Fidelity
                            on which the
                            Customer’s website resides.

                        


                

                


                
                  	 	
                          1.5

                        	
                          "Website"
                            shall mean Customer’s Internet presence found at Customer's Uniform
                            Resource Locator (URL) address.

                        


                

                 

                2.    TERM

                


                Unless
                  otherwise terminated as provided for in the General Terms or as
                  may be set forth
                  herein, the term of this Agreement shall commence on the Commencement
                  Date and
                  shall expire at the end of the Initial Term set forth above. Thereafter,
                  this
                  Agreement will automatically renew for successive periods of the
                  Renewal Term
                  set forth above unless either party gives the other party written
                  notice at
                  least one hundred eighty (180) days prior to the expiration date
                  of the Term
                  then in effect that the Agreement will not be renewed beyond such
                  Term. The
                  Initial Term and the Renewal Terms are herein collectively referred
                  to as
“Term”.

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                


                3.    FEES
                  

                


                Customer
                  agrees to pay to Fidelity the Fees for Services as set forth in
                  Attachment 1
                  beginning on the Commencement Date in accordance with the payment
                  terms set
                  forth in the General Terms.

                


                4.    SERVICES

                


                
                  	 	
                          4.1

                        	
                          Website
                            Services.
                            Fidelity agrees to provide to Customer, and Customer
                            agrees to accept from
                            Fidelity, the website services (the “Services”) described herein, subject
                            to the terms and conditions set forth herein. For purposes
                            of the
                            foregoing, the term "Customer" will include Customer's
                            affiliates.

                        


                

                


                
                  	 	
                          4.2

                        	
                          Customer
                            Mark License.
                            During the Term and subject to the limitations set forth
                            herein, Customer
                            grants to Fidelity a limited, non-exclusive, and non-assignable
                            (except to
                            Fidelity’s subcontractors who provide the Services hereunder)
                            license to
                            use Customer's service marks and trademarks solely for
                            the purpose of
                            performing the Services and for no other purpose. Customer
                            reserves all
                            rights not expressly granted
                            herein.

                        


                

                


                
                  	 	
                          4.3

                        	
                          Regulatory
                            Compliance for Services.
                            Customer will be responsible for (i) compliance with
                            all state and federal
                            laws and regulations governing banks and other financial
                            institutions and
                            all associated regulatory disclosures; (ii) any disclosure
                            to its End User
                            Customers with respect to the Services and each Customer
                            product or
                            service made available through the Services ("Customer
                            Product/Service");
                            (iii) the terms and conditions of any Customer Product/Service;
                            (iv) the
                            terms, conditions, and any limitations on which any Customer
                            Product/Service may be accessed, utilized or transactions
                            originated by
                            any End User Customer; (v) determining the authority
                            of any person
                            accessing a Customer Product/Service; and (vi) preparing,
                            maintaining, and
                            monitoring compliance with verifiable documentation with
                            respect to the
                            foregoing. Customer acknowledges and agrees that Customer
                            will not rely
                            upon Fidelity for advice regarding compliance with governmental
                            regulations. Customer must independently verify its compliance
                            with such
                            regulations. Fidelity will use commercially reasonable
                            efforts, during the
                            Term of this Agreement, to be in substantive compliance
                            with federal rules
                            and regulations as they relate to vendors of Services.
                            In the event that
                            there is a significant change in the manner by which
                            the Services can be
                            furnished hereunder, as a result of a regulatory compliance
                            requirement,
                            Fidelity and Customer will negotiate in good faith to
                            resolve the
                            compliance issue. If Fidelity determines that compliance
                            is cost
                            prohibitive, Fidelity may elect to terminate this Agreement
                            without
                            penalty, by providing Customer with thirty (30) days
                            prior written notice.
                            

                        


                

                


                Customer
                  will promptly notify Fidelity of any modifications to the Services
                  it believes
                  to be required under any laws, rules, or regulations. Fidelity
                  will perform any
                  modifications to the Services that Fidelity determines are necessary
                  or
                  desirable. If such modifications result in a significant increase
                  in Fidelity’s
                  cost to provide Services, Fidelity will be entitled to increase
                  the charges
                  under this Agreement by an amount that reflects a pro rata allocation
                  of
                  Fidelity’s increased cost among the applicable Fidelity customers.
                  Notwithstanding the foregoing, Customer acknowledges that the Services
                  may, from
                  time to time, consist in part of system(s) licensed by Fidelity
                  from third-party
                  vendor(s), and therefore, Fidelity will have no duty or responsibility
                  to modify
                  any such third-party system, except to the extent that the vendor
                  thereof has
                  such a duty or responsibility pursuant to the applicable license
                  agreement
                  between Fidelity and such vendor. This Section 4.3 specifically
                  supersedes the
                  provisions of the General Terms in conflict herewith to which this
                  Schedule is
                  attached.

                


                
                  	 	
                          4.4

                        	
                          Third-Party
                            Providers.
                            Fidelity reserves the right to substitute any brand or
                            third-party
                            provider of the Services, at its sole discretion, at
                            any time with or
                            without notice, provided that the quality of the Services
                            is not
                            materially diminished by such
                            substitution.

                        


                

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                
5.    TERMINATION
                  AND RELATED MATTERS

                


                Within
                  thirty (30) days after an officer of Customer certifies in writing
                  to Fidelity
                  that Customer has complied with the requirements for return of
                  Fidelity data
                  following termination as set forth in the General Terms and payment
                  by Customer
                  of all amounts due under this Agreement, Fidelity will (i) assign
                  Customer's
                  domain name to another Internet service provider designated in
                  writing by
                  Customer; and (ii) provide a notice at Customer's former website
                  location for a
                  thirty (30) day period of the new location of Customer's home page
                  on the
                  Internet. 

                


                6.    DESCRIPTION
                  OF SERVICE PLAN OPTIONS

                


                
                  	 	
                          6.1

                        	
                          Standard
                            Website Services Plan.
                            -
                            (up to 25 pages)

                        


                

                6.1.1 Development.

                
                  	 	
                          (a)

                        	
                          Choice
                            of home page design and navigation bar from Fidelity’s standard
                            library

                        


                

                
                  	 	
                          (b)

                        	
                          Integration
                            of Customer logo and category/button
                            names

                        


                

                
                  	 	
                          (c)

                        	
                          25
                            static Web pages of Customer-defined text (Not to exceed
                            81⁄2" x 11" - 10
                            point type)

                        


                

                
                  	 	
                          (d)

                        	
                          Five
                            (5) financial calculators:

                        


                

                
                  	 	
                          ·

                        	
                          Loan
                            calculator

                        


                

                
                  	 	
                          ·

                        	
                          Cash
                            Flow calculator

                        


                

                
                  	 	
                          ·

                        	
                          Retirement
                            calculator

                        


                

                
                  	 	
                          ·

                        	
                          Mortgage
                            calculator

                        


                

                
                  	 	
                          ·

                        	
                          Savings
                            calculator

                        


                

                
                  	 	
                          (e)

                        	
                          Two
                            (2) standard applications to be chosen from the
                            following:

                        


                

                
                  	 	
                          ·

                        	
                          Loan
                            application

                        


                

                
                  	 	
                          ·

                        	
                          Deposit
                            Account application

                        


                

                
                  	 	
                          ·

                        	
                          Guest
                            Book application

                        


                

                
                  	 	
                          ·

                        	
                          Loan
                            Pre-qualification application

                        


                

                
                  	 	
                          ·

                        	
                          New
                            Account application

                        


                

                
                  	 	
                          ·

                        	
                          Residential
                            Loan application

                        


                

                
                  	 	
                          ·

                        	
                          Online
                            Banking Enrollment - Consumer app.

                        


                

                
                  	 	
                          ·

                        	
                          Online
                            Banking Enrollment - Business app.

                        


                

                
                  	 	
                          (f)

                        	
                          Domain
                            name registration

                        


                

                
                  	 	
                          (g)

                        	
                          SSL
                            Encryption Certification

                        


                

                


                6.1.2 Hosting.

                (a)    Fidelity
                  Website Management Console with self-editing capability

                (b)    40MB
                  disk
                  space

                (c)    25
                  static
                  Web pages

                (d)    3
                  GB
                  monthly data transfer (about 60,000 page views)

                
                  	 	
                          (e)

                        	
                          Basic
                            Website access statistics

                        


                

                
                  	 	
                          (f)

                        	
                          24x7
                            monitoring and daily backups

                        


                

                
                  	 	
                          (g)

                        	
                          Website
                            file size is limited to the amount specified in the applicable
                            plan with
                            an additional monthly fee for additional
                            space

                        


                

                


                
                  	 	
                          6.2

                        	
                          Premium
                            Website Services Plan.
                            -
                            (up to 50 pages)

                        


                

                6.2.1 Development.

                
                  	 	
                          (a)

                        	
                          Choice
                            of home page design and navigation bar from Fidelity’s standard
                            library

                        


                

                
                  	 	
                          (b)

                        	
                          Integration
                            of Customer logo and category/button
                            names

                        


                

                
                  	 	
                          (c)

                        	
                          50
                            static Web pages of Customer-defined text (No to Exceed
                            81⁄2" x 11" -
                            10 point type)

                        


                

                
                  	 	
                          (d)

                        	
                          Five
                            (5) financial calculators:

                        


                

                
                

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  	 	
                          ·

                        	
                          Loan
                            calculator

                        


                

                
                  	 	
                          ·

                        	
                          Cash
                            Flow calculator

                        


                

                
                  	 	
                          ·

                        	
                          Retirement
                            calculator

                        


                

                
                  	 	
                          ·

                        	
                          Mortgage
                            calculator

                        


                

                
                  	 	
                          ·

                        	
                          Savings
                            calculator

                        


                

                (e)    Five
                  (5)
                  standard applications to be chosen from the following:

                
                  	 	
                          ·

                        	
                          Loan
                            application

                        


                

                
                  	 	
                          ·

                        	
                          Deposit
                            Account application

                        


                

                
                  	 	
                          ·

                        	
                          Guest
                            Book application

                        


                

                
                  	 	
                          ·

                        	
                          Loan
                            Pre-qualification application

                        


                

                
                  	 	
                          ·

                        	
                          New
                            Account application

                        


                

                
                  	 	
                          ·

                        	
                          Residential
                            Loan application

                        


                

                
                  	 	
                          ·

                        	
                          Online
                            Banking Enrollment - Consumer app.

                        


                

                
                  	 	
                          ·

                        	
                          Online
                            Banking Enrollment - Business app.

                        


                

                (f)    Domain
                  name registration

                (g)    SSL
                  Encryption Certification

                


                6.2.2 Hosting.

                (a)    Fidelity
                  Website Management Console with self-editing capability

                (b)    60MB
                  disk
                  space

                (c)    50
                  static
                  Web pages 

                (d)    5
                  GB
                  monthly data transfer (about 100,000 page views)

                
                  	 	
                          (e)

                        	
                          Basic
                            Website access statistics

                        


                

                
                  	 	
                          (f)

                        	
                          24x7
                            monitoring and daily backups

                        


                

                (g)    Website
                  file size is limited to the amount specified in the applicable
                  plan with
                  an
                  additional monthly fee for additional space

                


                
                  	 	
                          6.3

                        	
                          Custom
                            Website Services Plan.
                            Custom website services will be provided pursuant to
                            mutual agreement of
                            the parties.

                        


                

                


                
                  	
                        	6.4	
                          Migrated
                            Website Services Plan.
                            (Must select Standard or Premium hosting
                            Plan)

                        


                

                6.4.1 Development.

                (a)    Copy
                  of
                  existing Website to Fidelity's server

                (b)    Hook-up
                  of existing applications to Fidelity's Form Submission CGI

                
                  	 	
                          (c)
                            

                        	
                          Configuration
                            of rates page to conform with Fidelity Website Management
                            Console

                        


                

                
                  	 	
                          (d)

                        	
                          Domain
                            name registration or modification (if
                            necessary)

                        


                

                
                  	 	
                          (e)

                        	
                          SSL
                            Encryption Certification

                        


                

                
                  	 	
                          (f)

                        	
                          Code
                            must be to Fidelity’s standards (Necessary modifications will be made at
                            Fidelity’s then current rate.)

                        


                

                
                  	 	
                          (g)

                        	
                          Does
                            not include re-design of Customer’s Website (for which prices are quoted
                            separately)

                        


                

                6.4.2 Hosting.

                (a)    Fidelity
                  Website Management Console with self-editing capability

                (b)    24x7
                  monitoring and daily backups

                
                  	 	
                          (c)

                        	
                          Website
                            file size is limited to the amount specified in the applicable
                            plan with
                            an additional monthly fee for additional
                            space

                        


                

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                


                7.    FIDELITY’S
                  RESPONSIBILITIES

                


                
                  	 	
                          7.1

                        	
                          Fidelity
                            Internet Server.
                            Fidelity will provide its Internet hosting server to
                            display and provide
                            Internet access to Customer’s Website during the
                            Term.

                        


                

                


                
                  	 	
                          7.2

                        	
                          Website
                            Services.
                            Fidelity will provide the following services for Customer’s
                            Website:

                        


                

                


                
                  	
                        	7.2.1	
                          Registration
                            of Customer’s domain name and IP address, at Customer's
                            request;

                        


                

                


                
                  	 	
                          7.2.2

                        	
                          Submission
                            of Customer’s domain name for inclusion in related links and indexes,
                            at
                            Customer's request;

                        


                

                


                
                  	
                        	7.2.3	
                          Basic
                            Website statistical reporting;

                        


                

                


                
                  	
                        	7.2.4	
                          Network
                            and infrastructure maintenance; and

                        


                

                


                
                  	 	
                          7.2.5

                        	
                          Hosting
                            which includes redundancy, disaster recovery and server
                            space with daily
                            back up as specified in the applicable
                            plan.

                        


                

                


                
                  	
                        	7.3	
                          Support.
                            Fidelity
                            will provide telephone or e-mail support to Customer
                            in accordance with
                            the availability schedule and estimated response times
                            set forth in
                            Section 8 of this Schedule.

                        


                

                


                
                  	 	
                          7.4

                        	
                          Maintenance
                            of Network.
                            Fidelity will maintain a direct Internet connection using
                            a minimum of T1
                            access speeds or equivalent and Supported Secure Socket
                            Layer web server
                            software.

                        


                

                


                
                  	 	
                          7.5

                        	
                          Availability
                            of Website.
                            It is intended that the Website will be available twenty-four
                            (24) hours
                            per day, seven (7) days per week; provided, however,
                            that Fidelity
                            reserves the right to suspend availability of the Website
                            for brief
                            periods of time for purposes of maintenance and updating
                            and revision of
                            the Website. Notwithstanding the foregoing, Fidelity
                            is not responsible
                            for the inability of Customer or an End User Customer
                            to access the
                            Website due to difficulties arising from or caused by
                            problems or
                            complications beyond the reasonable control of Fidelity.
                            FIDELITY MAKES NO
                            WARRANTY OF ANY KIND AS TO THE AVAILABILITY OF THE
                            INTERNET.

                        


                

                


                8.    CUSTOMER
                  SUPPORT AND MAINTENANCE 

                


                8.1    Customer
                  Support.

                


                
                  	 	
                          8.1.1

                        	
                          Hours
                            of Operation.
                            Customer support calls can be logged to Fidelity’s appropriate call center
                            on business days during the call center's normal business
                            hours. Fidelity
                            will use commercially reasonable efforts to respond to
                            a service call
                            promptly after the call is logged by a Fidelity call
                            center
                            representative.

                        


                

                


                
                  	 	
                          8.1.2

                        	
                          Scheduled
                            Maintenance.
                            Fidelity will use commercially reasonable efforts to
                            notify Customer in
                            advance whenever Fidelity anticipates that scheduled
                            maintenance will have
                            a material impact on the Services provided. If possible,
                            Fidelity will
                            give Customer seventy-two (72) hours notice of Fidelity’s maintenance on
                            its Data Center and network, except where deemed by Fidelity
                            to be an
                            emergency. Fidelity will use commercially reasonable
                            efforts to (a) limit
                            the number of hours of scheduled maintenance each month
                            and (b) schedule
                            maintenance within a non-peak usage timeline. However,
                            Fidelity reserves
                            the right to schedule maintenance as
                            necessary.

                        


                

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  	 	
                          8.2

                        	
                          System
                            Upgrades/Modifications.
                            Fidelity will provide upgrades, if any, to the Services
                            in accordance with
                            schedules determined by Fidelity. Upgrades to Services
                            will be made
                            available to Customer when new versions are developed.
                            Additional
                            functionality may be made available by Fidelity from
                            time to time for an
                            additional fee, if any, and may be subject to additional
                            or different
                            terms and conditions.

                        


                

                


                9.    CUSTOMER’S
                  RESPONSIBILITIES

                


                
                  	 	
                          9.1

                        	
                          Collaboration.
                            Customer will collaborate with Fidelity in the development
                            of Customer’s
                            Website. Customer will respond promptly to requests by
                            Fidelity and will
                            furnish Fidelity with appropriate Website text and feedback
                            in a
                            responsive manner.

                        


                

                


                
                  	 	
                          9.2

                        	
                          Changes.
                            Customer may utilize the self-editing capabilities of
                            the Fidelity
                            Website Management
                            Console for Website content changes.


                        


                

                


                
                  	 	
                          9.3

                        	
                          Security.
                            Customer will select and implement a security system
                            for its web browser
                            and for safeguarding the security of the passwords necessary
                            to access the
                            Fidelity
                            Website Management
                            Console.

                        


                

                


                
                  	 	
                          9.4

                        	
                          Responsibility
                            for End User Customer Activity.
                            Customer is solely and exclusively responsible for any
                            and all financial
                            risks associated with End User Customers’ access to and use of the
                            Website, including validation of all
                            transactions.

                        


                

                


                
                  	 	
                          9.5

                        	
                          End
                            User Customer Assistance.
                            Customer is solely responsible for providing assistance
                            to its End User
                            Customers regarding access to and use of the
                            Website.

                        


                

                


                
                  	 	
                          9.6

                        	
                          Content.
                            Customer is solely responsible for the content of its
                            Website, including,
                            without limitation, (a) the accuracy and/or completeness
                            of any content
                            placed on the Website, and (b) Customer’s rights to use such
                            content.
                            Customer will not place and cause to be placed on the
                            Website any content
                            that contains any content or materials which are obscene,
                            threatening,
                            malicious, which infringe on or violate any applicable
                            law or regulation
                            or any proprietary, contract, moral, privacy or other
                            third party right,
                            or which otherwise exposes Fidelity to civil or criminal
                            liability.

                        


                

                


                
                  	 	
                          9.7

                        	
                          Customer
                            Warranties.
                            Customer represents and warrants that: (a) Customer's
                            Website content does
                            not and will not contain any content, materials, advertising
                            or services
                            that are inaccurate or that infringe on or violate any
                            applicable law,
                            regulation or right of a third party, including, without
                            limitation,
                            export laws, or any proprietary, contract, moral, or
                            privacy right or any
                            other third party right, and that Customer owns the content
                            or otherwise
                            has the right to place the content on the Website; and
                            (b) Customer has
                            obtained any authorization(s) necessary for hypertext
                            links from the
                            Website to other third party websites. Should Customer
                            receive notice of a
                            claim regarding the Website, Customer will promptly provide
                            Fidelity with
                            written notice of such claim.

                        


                

                


                10.    IMPLEMENTATION
                  OF WEBSITE

                


                
                  	 	
                          10.1

                        	
                          Kick-Off
                            Meeting.
                            At a mutually agreeable time following execution of Signature
                            Page for
                            Website Hosting, Fidelity will conduct a kick-off meeting
                            with Customer
                            personnel. The kick-off meeting will be in the form of
                            a conference call
                            and will last approximately one (1) hour. Customer must
                            have Internet
                            access at its location during the kick-off meeting. During
                            the kick-off
                            meeting the following topics will be
                            discussed:

                        


                

                


                
                  	
                        	10.1.1	
                          Description
                            of Website content needed to begin work


                        


                

                


                
                  	
                        	10.1.2	
                          Domain
                            name registration

                        


                

                


                
                  	 	
                          10.1.3

                        	
                          Proposed
                            timelines for project completion with agreed-upon due
                            dates ("Project
                            Timeline")

                        


                

                


                
                  	 	
                          10.2

                        	
                          Construction
                            of Website.
                            By the due dates in the Project Timeline, Customer will
                            provide Fidelity
                            with the Website content and set-up parameters. Upon
                            receipt of the
                            Website content and set-up parameters, Fidelity will
                            begin site
                            construction based on the Project Timeline. If the Customer
                            fails to
                            deliver the necessary Website content and set-up parameters
                            by the due
                            dates in the Project Timeline, Fidelity reserves the
                            right to adjust the
                            Project Timeline based on the then-current Fidelity implementation
                            schedule.

                        


                

                


                
                  	 	
                          10.3

                        	
                          Website
                            Training.
                            Customer will make available to Fidelity two (2) individuals
                            for training
                            purposes. These two (2) trainees will be responsible
                            for receiving and
                            processing product services, forms, e-mails, updating
                            product rates and
                            terms and general administrative functions. Fidelity
                            will conduct a
                            training session prior to Website completion. The training
                            session will be
                            in the form of a conference call and will last one (1)
                            hour. Customer must
                            have Internet access at its location during the training
                            session. The
                            training session will include instructions on Website
                            administrative
                            functions.

                        


                

                


                
                  	
                        	10.4	
                          Links
                            to Other Sites.
                            At the Customer's request and direction, the Customer's
                            Website may
                            contain hyperlinks to Internet or websites operated by
                            parties other than
                            Fidelity. Fidelity does not control such linked Internet
                            and websites, and
                            is not responsible for their content. Customer is solely
                            responsible for
                            any such hyperlinks to such Internet and websites. Fidelity's
                            inclusion of
                            hyperlinks to such Internet and websites does not imply
                            any endorsement of
                            the material on such sites or any association with their
                            operators.

                        


                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            
              FIDELITY
                INFORMATION SERVICES, INC.

              SOFTWARE
                LICENSE SCHEDULE

              


              COMMENCEMENT
                DATE

              The
                date
                the Software identified in this Schedule is delivered to Customer

              


              This
                Schedule together with any attachments and/or exhibits hereto, the
                General Terms
                and Conditions to be signed concurrently with this Schedule (“General Terms”),
                and any written modifications thereto signed and agreed to by Fidelity
                Information Services, Inc.
                of
                Maitland, Florida (“Fidelity”) and Solera
                Bank, N.A. (IO)
                of Wheat
                Ridge, Colorado (“Customer”) from time to time hereafter shall be referred to as
                the “License Agreement” or “Agreement”. 

              


              This
                Schedule supersedes and replaces any and all prior agreements between
                the
                parties and/or their affiliates, subsidiaries, predecessors, successors,
                or
                assigns for the same or similar services as those described in this
                Schedule.

              


              1.    GRANT
                OF LICENSE/RIGHT TO ACCESS AND LIMITATIONS.

              


              
                	 	
                        1.1

                      	
                        Grant
                          of License/Right to Access. The
                          license(s) granted to Customer under this Schedule is effective
                          on the
                          Commencement Date and shall not be delayed by or contingent
                          upon
                          installation, operation, or the delivery or completion
                          of any services.
                          For each item of Software listed on Attachment 3, Fidelity
                          grants to
                          Customer a perpetual, non-exclusive and non-transferable
                          license to the
                          Software in object code format only and solely for Customer’s own internal
                          use and benefit in accordance with the terms of this License
                          Agreement.
                          Notwithstanding the foregoing, the license granted to Customer
                          with
                          respect to any third party software shall be limited to
                          the license
                          granted to Fidelity by such third party. For each interface
                          listed on
                          Attachment 3, if applicable, Fidelity grants to Customer
                          a non-exclusive
                          and non-transferable right to access and use such interface(s)
                          in object
                          code format only and solely for Customer’s own internal use and benefit in
                          accordance with the terms of this License Agreement for
                          the term of the
                          applicable maintenance agreement.

                      


              

              


              
                	 	
                        1.2

                      	
                        Backup
                          and Test Copies. Notwithstanding
                          anything to the contrary in this Schedule, the Software
                          may be transferred
                          to a backup server or system when the primary server or
                          system on which
                          the Software is installed or licensed for use is temporarily
                          inoperable or
                          unusable, to another machine for disaster recovery testing
                          only (which may
                          occur concurrent with normal use of the Software), or for
                          disaster
                          testing, recovery, and processing. Customer may also make
                          no more than two
                          (2) copies of the Software for testing, backup, and archival
                          purposes.
                          

                      


              

              


              
                	 	
                        1.3

                      	
                        Limitations
                          on License.
                          Customer’s use of the Software is strictly governed by this Agreement.
                          Under no circumstances will any title or ownership in the
                          Software be
                          transferred to Customer, and Customer hereby assigns to
                          Fidelity all
                          right, title and interest it may acquire in and to such
                          Software.
                          Customer
                          may not provide or use the Software for the benefit of
                          its Affiliates
                          unless each such Affiliate has agreed in advance and in
                          writing to be
                          bound by the terms and conditions of this Agreement and
                          Customer has
                          obtained and paid the necessary licenses and paid the appropriate
                          license
                          fees for such Affiliate as determined by Fidelity. Under
                          no circumstances shall Customer:

                      


              

              


              
                	 	
                        (a)

                      	
                        Disclose
                          the Software to, permit access to the Software to, or use
                          the Software on
                          behalf of, a competitor of
                          Fidelity;

                      


              

              


              
                	
                      	(b)	
                        Translate,
                          reverse engineer, de-compile, interpret, or disassemble
                          the
                          Software;

                      


              

              


              
                	
                      	(c)	
                        Distribute,
                          sell, lease, or assign the
                          Software;

                      


              

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	
                        (d)

                      	
                        Copy
                          or in any way duplicate the Software except as is expressly
                          permitted in
                          this Schedule;

                      


              

              


              
                	 	
                        (e)

                      	
                        Use
                          the Software to process accounts or records, or to generate
                          output data,
                          for the direct benefit of, or for purposes of rendering
                          services to, any
                          business entity or organization other than Customer; provided
                          Customer
                          shall not be prohibited from processing its customer’s accounts;
                          

                      


              

              


              
                	
                      	(f)	
                        Make
                          any changes or modifications to the Software;
                          or

                      


              

              


              
                	
                      	(g)	
                        Transfer
                          the Software outside of the United
                          States.

                      


              

              


              
                	 	
                        1.4

                      	
                        License/Access
                          Verification Rights.
                          Customer acknowledges and agrees that Fidelity may be obligated
                          under its
                          agreements with third party software licensors, for software
                          components
                          which are part of or associated with the use of the Software,
                          to allow
                          such licensors the right to audit Fidelity’s records for access and
                          distribution verification. Customer agrees to maintain
                          a record of the
                          number and location of all copies of the Software in its
                          possession.
                          Customer shall provide Fidelity with a copy of such record
                          upon Fidelity’s
                          written request. Such records may include, but are not
                          limited to, the
                          names, addresses, contact names and phone numbers of the
                          Fidelity
                          customers who use the Software pursuant to this Agreement.
                          Following prior
                          written notice, Fidelity or its designee shall have the
                          right to enter
                          Customer’s premises during regular business hours in a non-disruptive
                          manner for the purpose of: a) inspecting the location and
                          use of the
                          Software; b) evaluating Customer’s compliance with the terms of this
                          Agreement; and c) reviewing the standard procedures of
                          Customer regarding
                          retention, safekeeping, and disposal of all media and materials
                          pertaining
                          thereto. Customer consents to Fidelity’s compliance with its obligations
                          to its licensors and agrees to cooperate with Fidelity
                          or its licensors
                          regarding such audit efforts. 

                      


              

              


              
                	 	
                        1.5

                      	
                        Termination
                          of License.
                          Notwithstanding anything herein to the contrary, the License
                          is subject to
                          Customer’s (a) payment of the license fee for such Software and
                          (b)
                          compliance with the terms and conditions of this Agreement.
                          Fidelity may
                          terminate the License if Customer fails to pay the license
                          fee or to
                          comply with such terms and conditions. Upon termination
                          of the License for
                          any reason, Customer shall discontinue all use of the Software
                          and shall
                          either destroy and certify destruction by an authorized
                          officer of
                          Customer, or return to Fidelity, all copies of the Software
                          and related
                          documentation which are in Customer’s control or
                          possession.

                      


              

              


              
                	
                        2.

                      	
                        RISK
                          OF LOSS OR DAMAGE. Risk
                          of loss or damage for all Software and related documentation
                          shall pass to
                          Customer on the Commencement Date. 

                      


              

              


              
                	
                        3.

                      	
                        FEES
                          AND CHARGES. Customer
                          shall pay Fidelity such fees and charges as may be set
                          forth on Attachment
                          3.

                      


              

              


              4.    WARRANTY
                AND DISCLAIMER.

              


              
                	 	
                        4.1

                      	
                        Right
                          to License.
                          Fidelity hereby represents and warrants to Customer that
                          Fidelity is the
                          owner of the Software or otherwise has the right to grant
                          to Customer the
                          rights set forth in this Agreement. In the event of any
                          breach or
                          threatened breach of the foregoing representation and warranty,
                          Customer’s
                          sole remedy shall be as set forth in Section 8.1 of the
                          General
                          Terms.

                      


              

              


              
                	 	
                        4.2

                      	
                        Performance
                          Warranty. For
                          one-hundred and eighty (180) days following the date the
                          Software is first
                          used by Customer in a production environment, Fidelity
                          warrants that the
                          Software delivered hereunder will perform in all material
                          respects in
                          accordance with the then-current user manuals, guides and/or
                          documentation. Fidelity’s sole obligation to Customer under the foregoing
                          warranty is to remedy, at no cost to Customer, any material
                          defects
                          reported to it.

                      


              

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	
                        4.3

                      	
                        Software
                          Warranty Exclusions.
                          The warranty set forth in Section 4.2 does not apply to
                          any of the
                          following:

                      


              

              


              
                	
                      	(a)	
                        Improper
                          operation of the Software; 

                      


              

              


              
                	
                      	(b)	
                        An
                          event of force majeure; 

                      


              

              


              
                	
                      	(c)	
                        Abuse
                          or misuse of the Software; 

                      


              

              


              
                	
                      	(d)	
                        Malfunctions
                          of the Software caused by alterations or
                          tampering;

                      


              

              


              
                	 	
                        (e)

                      	
                        Malfunction
                          of the Software due to attachment, or addition or use of
                          software and/or
                          equipment not approved by Fidelity;
                          or

                      


              

              


              
                	 	
                        (f)

                      	
                        Destruction
                          in whole or in part of the Software by any person other
                          than Fidelity, its
                          agents, representatives, or
                          employees.

                      


              

              


              
                	 	
                        4.4

                      	
                        Disclaimer.
                          EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION
                          4, FIDELITY
                          DISCLAIMS ALL WARRANTIES ON THE SOFTWARE FURNISHED HEREUNDER,
                          INCLUDING
                          WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY
                          AND FITNESS
                          FOR A PARTICULAR PURPOSE. The stated express warranties
                          are in lieu of all
                          obligations or liabilities on the part of Fidelity arising
                          out of or in
                          connection with the performance of the
                          Software.

                      


              

              


              
                	
                        5.

                      	
                        SOFTWARE
                          SUBSTITUTION. In
                          the event Fidelity deems it reasonably appropriate to discontinue,
                          prior
                          to shipment, any specific item of Software listed on Attachment
                          3,
                          Fidelity shall not be in default provided Fidelity offers
                          Customer
                          substitute software that is substantially similar in all
                          material
                          respects. In the event that the price of such substitute
                          software exceeds
                          the price of such discontinued Software, Fidelity shall
                          notify Customer of
                          the substitute price at least thirty (30) days prior to
                          the date of
                          shipment of such substitute software, and Customer shall
                          have the option
                          to cancel the order for such discontinued Software with
                          no liability to
                          Fidelity with respect to such discontinued or substitute
                          software. In the
                          event that Fidelity does not receive notice of Customer’s election to
                          cancel the order prior to the date of shipment Customer
                          shall be deemed to
                          have agreed to license or purchase, as applicable, such
                          substitute
                          software at the substitute price pursuant to the other
                          terms and
                          conditions hereof. 

                      


              

              


              
                	
                        6.

                      	
                        IMPLEMENTATION/DATA
                          CONVERSION SERVICES. If
                          indicated on Attachment 3, Fidelity shall perform implementation
                          and/or
                          data conversion services in accordance with Fidelity’s standard
                          implementation and data conversion
                          procedures.

                      


              

            

            
              
                 

              

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

            
               

              
                FIDELITY
                  INFORMATION SERVICES, INC.

                SOFTWARE
                  MAINTENANCE SCHEDULE

                


                INITIAL
                  TERM

                Five
                  (5) years

                 

                RENEWAL
                  TERM

                Five
                  (5) years

                 

                COMMENCEMENT
                  DATE 

                The
                  Commencement Date shall be the date of delivery of Software, or
                  in the event
                  that Fidelity provides implementation and/or data conversion services,
                  the date
                  that the Software is first installed and available for Customer’s use in a
                  production environment.

                


                This
                  Schedule together with any attachments and/or exhibits hereto,
                  the General Terms
                  and Conditions to
                  be signed concurrently
                  (“General Terms”), and any written modifications thereto signed and agreed to by
                  Fidelity
                  Information Services, Inc.
                  of
                  Maitland, Florida (“Fidelity”) and Solera
                  Bank, N.A. (IO) of Wheat
                  Ridge, Colorado
                  (“Customer”) from time to time hereafter shall be referred to as the “Software
                  Maintenance Agreement” or “Agreement”.

                


                This
                  Schedule supersedes and replaces any and all prior agreements between
                  the
                  parties and/or their affiliates, subsidiaries, predecessors, successors,
                  or
                  assigns for the same or similar services as those described in
                  this
                  Schedule.

                


                1.    TERM

                


                Unless
                  otherwise terminated as provided for in the General Terms or as
                  may be set forth
                  herein, the term of this Agreement shall commence on the Commencement
                  Date and
                  shall expire at the end of the Initial Term set forth above. Thereafter,
                  this
                  Agreement will automatically renew for successive periods of the
                  Renewal Term
                  set forth above unless either party gives the other party written
                  notice at
                  least one hundred eighty (180) days prior to the expiration date
                  of the Term
                  then in effect that the Agreement will not be renewed beyond such
                  Term. The
                  Initial Term and the Renewal Terms are herein collectively referred
                  to as
“Term”.

                


                2.    FEES
                  

                


                Customer
                  agrees to pay to Fidelity the fees for Services as set forth in
                  Attachment 3
                  (the “Pricing Attachment”) beginning on the Commencement Date in accordance with
                  the payment terms set forth in the General Terms.

                


                3.    COVERED
                  MAINTENANCE

                


                
                  	 	
                          3.1

                        	
                          General.
                            Fidelity will provide the maintenance required to cause
                            the Software
                            and/or interface(s), as identified on that certain Software
                            License
                            Schedule and its Attachment(s), which is hereby incorporated
                            by reference,
                            to operate substantially in accordance with the then-current
                            documentation. Such maintenance will be performed during
                            the Term and
                            includes all labor without additional fees to Customer,
                            except as
                            otherwise provided in this Agreement. Fidelity agrees,
                            as its exclusive
                            obligation hereunder, to use commercially reasonable
                            efforts to correct
                            reported defects in a timely manner based on the severity
                            of the error and
                            its effect on Customer’s business or operations. Minor errors which do not
                            either (i) materially affect Customer’s business or operations or (ii)
                            cause unreasonable disruption to Customer, may be addressed
                            in the next
                            release of the Software. For some errors, Fidelity may
                            provide Customer
                            with a reasonable procedure or “work around” to avoid the effects of the
                            error until it can be addressed in the next release of
                            the Software,
                            provided that such procedure is not unreasonably burdensome
                            to
                            Customer.

                        


                

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  	 	
                          3.2

                        	
                          Updates
                            to Software.
                            Fidelity shall provide Customer with all new releases,
                            versions, error
                            corrections, patches, and fixes for the Software and
                            interface(s) which it
                            provides to its customers who have contracted for maintenance
                            services for
                            the Software and/or interface(s). Through or under the
                            direction of
                            Fidelity and in the manner indicated, Customer shall
                            promptly add to
                            and/or install each release, version, error correction,
                            patch or fix and
                            any applicable documentation provided to Customer by
                            Fidelity. Customer’s
                            failure to install any release, version, error correction,
                            patch, or fix
                            and any applicable documentation provided by Fidelity,
                            shall release
                            Fidelity of any responsibility for the improper operation
                            or any
                            malfunction of the Software as modified by such release,
                            version, error
                            correction, patch or fix, but shall not relieve Customer
                            of any of its
                            obligations hereunder. Fidelity reserves the right to
                            charge additional
                            fees for any new or additional product or for new or
                            additional versions
                            of the Software which introduce significant new functionality
                            or changes
                            in the technology used, provided, or relied
                            upon.

                        


                

                


                
                  	 	
                          3.3

                        	
                          Telephone
                            Support.
                            Fidelity will provide telephone support for the Software
                            and/or
                            interface(s), as applicable, during regular business
                            hours excluding
                            banking holidays. Telephone support shall include (i)
                            diagnosing errors in
                            the Software and malfunctions caused by operator error,
                            (ii) advising
                            Customer of corrective measures, and (iii) clarifying
                            operating
                            instructions contained in the documentation, if
                            applicable.

                        


                

                


                4.    EXCLUSIONS
                  FROM COVERED MAINTENANCE

                


                Software
                  maintenance does not include the following:

                


                
                  	 	
                          4.1

                        	
                          Malfunctions
                            and errors caused by (i) unreported defects, (ii) misuse
                            or abuse of the
                            Software, (iii) Customer’s failure to backup its systems, (iv) use of the
                            Software with hardware or software other than that approved
                            by Fidelity
                            for use with such Software, (v) changes to the Software
                            made by or on
                            behalf of Customer which are not developed in consultation
                            with Fidelity,
                            (vi) maintenance or repair performed by other than authorized
                            Fidelity
                            personnel, (vii) damage to the Software by Customer,
                            or (vii) an event of
                            force majeure as set forth in Section 5 of the General
                            Terms;

                        


                

                


                
                  	 	
                          4.2

                        	
                          Repair
                            or replacement of expendable items;

                        


                

                


                
                  	 	
                          4.3

                        	
                          Standby
                            support for equipment changes, reconfiguration, upgrades
                            or
                            relocations;

                        


                

                


                
                  	 	
                          4.4

                        	
                          Fidelity-requested
                            involvement in determining or solving a problem on software
                            and/or
                            equipment not covered by this Agreement;


                        


                

                


                
                  	 	
                          4.5

                        	
                          Replacement
                            Software; or

                        


                

                


                
                  	 	
                          4.6

                        	
                          On-site
                            service or the installation of any Software or hardware.
                            If Customer
                            requests on-site assistance, Fidelity may provide such
                            support and bill
                            Customer at then-current rates for such
                            services.

                        


                

                


                5.    CUSTOMER’S
                  RESPONSIBILITIES

                


                Customer
                  shall: 

                


                
                  	 	
                          5.1

                        	
                          Timely
                            train its personnel in use and operation of the
                            Software;

                        


                

                


                
                  	 	
                          5.2

                        	
                          Participate
                            in testing when requested to do so by
                            Fidelity;

                        


                

                


                
                  	 	
                          5.3

                        	
                          Establish
                            and institute Fidelity’s reasonably required operating
                            procedures;

                        


                

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  	 	
                          5.4

                        	
                          Comply
                            with instructions received from Fidelity verbally or
                            in writing;
                            

                        


                

                


                
                  	 	
                          5.5

                        	
                          Promptly
                            notify Fidelity of all problems with the Software, and
                            shall, if
                            applicable, provide assistance in identifying and detecting
                            problems,
                            errors, and malfunctions. Upon request by Fidelity, Customer
                            shall provide
                            data and information regarding any errors with sufficient
                            detail and
                            supporting documentation to enable Fidelity to diagnose,
                            and if necessary,
                            recreate the problem, error, or malfunction; and
                            

                        


                

                


                
                  	 	
                          5.6

                        	
                          Maintain
                            access to the Software for remote access and diagnosis
                            purposes.
                            

                        


                

                


                
                  	
                          6.

                        	
                          BILLABLE
                            CALL MAINTENANCE

                        


                

                


                Any
                  maintenance other than covered maintenance described in this Schedule,
                  will be
                  charged at Fidelity’s then-current rates.

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

    

    
EXHIBIT
      A

    3-D
      SECURE SERVICES

    


    INITIAL
      TERM

    


    The
      Term
      of this Exhibit shall be coterminous with the Electronic Funds Transfer Services
      Schedule and shall automatically terminate if the Electronic Funds Transfer
      Services Schedule is terminated for any reason. 

    


    RENEWAL
      TERM

    


    The
      Renewal Term of this Exhibit shall be coterminous with any renewal of the
      Electronic Funds Transfer Services Schedule.

    


    Fidelity
      agrees to provide Customer with the 3-D Secure Services described below. The
      following terms and conditions are in addition to the terms and conditions
      of
      the Agreement. The parties agree that this Exhibit A is incorporated into and
      made part of the Electronic Funds Transfer Services Schedule.

    


    1.    DEFINITIONS

    


    In
      addition to any other defined terms contained in the Schedule, the following
      capitalized terms will have the following meanings with regard to this Exhibit.
      Capitalized terms used but not otherwise defined herein shall have the meanings
      given to them in the Agreement.

    


    
      	 	 	
              1.1

            	
              “3-D
                Secure”, “3-D Secure Services” or “3-D Secure Solutions” shall mean
                Fidelity’s program name for those systems, software, and services required
                for an institution to be compliant with the requirements of VISA
                and
                MasterCard electronic commerce security initiatives known as Verified
                by
                VISA and MasterCard SecureCode. 

            


    

    


    
      	 	 	
              1.2

            	
              “Cardholder”
                shall mean an authorized user of a Debit Card (as defined below)
                issued by
                Customer.

            


    

    


    
      	 	 	
              1.3

            	
              “Cardholder
                Authentication” shall mean the process of verifying account ownership
                during a purchase transaction in an online electronic commerce
                environment.

            


    

    


    
      	 	
              1.4

            	
              “Cardholder
                Enrollment” shall mean the process of authenticating a Cardholder for the
                purpose of allowing the Cardholder to assign a unique password, which
                would be subsequently used for
                authentication.

            


    

    


    
      	 	 	
              1.5

            	
              “Debit
                Card(s)” shall mean Debit MasterCard and/or VISA Check Card debit cards
                issued by Customer.

            


    

    


    2.    3-D
      SECURE SOLUTIONS 

    


    
      	 	
              2.1

            	
              Customer
                hereby engages Fidelity to provide 3-D Secure Solutions to Customer.
                This
                service provides secure internet servers and web pages that allow
                Cardholder Authentication and Cardholder Enrollment functions compatible
                with Verified by VISA and MasterCard Secure Code specifications.
                The
                purpose of these services is to reduce the incidence of fraudulent
                and
                disputed online payments, and their associated
                costs.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.2

            	
              Computer
                systems supporting 3-D Secure Solutions will be available twenty-four
                (24)
                hours per day, seven days per week (except for certain down times
                as
                described in Section 2.5). 

            


    

    


    
      	 	
              2.3

            	
              Only
                Debit Cards issued by Customer are eligible for 3-D Secure Services.
                Fidelity will not provide 3-D Secure Solutions for any other payment
                cards, including, but not limited to, financial institution branded
                automated teller machine (ATM)
                cards.

            


    

    


    
      	 	
              2.4

            	
              Customer
                will use Fidelity only for technical support in using the 3-D Secure
                Solutions system. All first tier support functions to the Cardholder
                shall
                be performed by Customer.

            


    

    


    
      	 	
              2.5

            	
              Customer
                understands that Fidelity’s 3-D Secure Solutions may occasionally be
                unavailable for short periods of time due to maintenance, enhancements,
                upgrades and similar activities. Although Fidelity will use commercially
                reasonable efforts to keep these periods of unavailability as short
                as
                reasonably possible, Customer acknowledges that 3-D Secure transactions
                may occur during these periods.

            


    

    


    
      	 	
              2.6

            	
              Customer
                understands and acknowledges that all Rules and Policies relating
                to the
                MasterCard Secure Code Program or the Verified by Visa Program and
                electronic commerce may be amended from time to time and are subject
                to
                change without notice by MasterCard or
                Visa.

            


    

    


    3.    RESPONSIBILITIES
      OF CUSTOMER 

     

    Fidelity’s
      obligation to provide 3-D Secure Solutions shall be contingent upon Customer’s
      compliance with the following:

     

    
      	 	
              3.1

            	
              Customer
                will use its best efforts to keep Cardholder address information
                current
                on Fidelity’s database. This information is used during the Cardholder
                Enrollment process. Incorrect or missing address data may cause the
                Cardholder to be unable to enroll.

            


    

    


    
      	 	
              3.2

            	
              Customer
                will assign the function of “Issuer Administrator” to a Customer employee.
                The “Issuer Administrator” employee would be responsible for granting,
                denying, or modifying other Customer employees (CSR Administrators)
                access
                and privileges to the 3-D Secure administrative
                website.

            


    

    


    
      	 	
              3.3

            	
              “CSR
                Administrators” shall be assigned to one or more Customer employees. The
                “CSR Administrator” shall have all system access to research problems,
                reset Cardholder passwords, pull reports, and other general first
                line
                customer service functions to a
                Cardholder.

            


    

    


    4.    EXCLUSIONS
      

     

    Customer
      shall indemnify and hold Fidelity harmless against all claims, losses, damages,
      or liabilities arising in connection with any of the following:

     

    
      	 	
              4.1

            	
              Any
                occurrence of fraud in connection with a Debit Card and a 3-D Secure
                password.

            


    

     

    
      	 	
              4.2

            	
              Any
                reimbursement through the Secure Debit Program (if Customer has contracted
                for the Secure Debit Program) for fraud in connection with a Debit
                Card
                and a 3-D Secure password;

            


    

     

    
      	 	
              4.3

            	
              Cardholder
                transaction(s) not being completed due to Cardholder choosing not
                to
                enroll in 3-D Secure at the time of the
                transaction(s);

            


    

     

    
      	 	
              4.4

            	
              Cardholder
                transaction(s) being denied due to Cardholder data being invalid
                on the
                Cardholder record in Fidelity’s database.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.    3-D
      SECURE FEES 

     

    
      	 	
              Customer
                agrees to pay the monthly fees for 3-D Secure Services as outlined
                on the
                Pricing Attachment attached hereto beginning on the Commencement
                Date for
                Services in accordance with the payment terms set forth in the Agreement.
                One-time fees set forth in Attachment 1 shall be paid as follows:
                fifty
                percent (50%) of such fees upon execution of this Exhibit and the
                remaining fifty percent (50%) of such fees on the date that 3-D Secure
                Services are first available for Customer’s use in a production
                environment, as evidenced by Fidelity turning 3-D Secure Services
                over to
                Fidelity support (the “Commencement Date for Services”). Fidelity reserves
                the right to adjust at any time, pass-through costs, fees and charges,
                outside its control, including without limitation, telecommunications
                charges associated with providing the services described in this
                Schedule.

            


    

    


    6.    INSTALLATION 

    


    
      	 	
              6.1

            	
              Standard.
                Standard installation provides Customer with Fidelity standard template
                websites accessible by Cardholders for enrollment and authentication
                purposes. Customer’s name, logo, and contact information will appear on
                these web pages in a standard template format. Standard installation
                also
                provides Customer with standard, non-branded administrative website
                access
                for program management, reporting, research, and customer
                care.

            


    

    


    
      	 	
              6.2

            	
              Custom.
                Custom installation provides Customer with unique, custom websites
                accessible by Cardholders for enrollment and authentication purposes.
                Customer’s name, logo, and contact information will appear on these web
                pages in a format (e.g., specific text, graphics) specified by Customer
                and allowable by VISA or MasterCard specifications. Custom web pages
                might
                include specific terms and conditions, marketing initiatives, welcome
                screens, and other specific requests. Custom installation also provides
                Customer with standard, non-branded, administrative website access
                for
                program management, reporting, research, and customer
                care.

            


    

    


    7.    MISCELLANEOUS

    


    From
      time
      to time, Customer may require changes to 3-D Secure Services. The fees for
      such
      changes may be found on the EFT Schedule of Services which may be amended from
      time to time by Fidelity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

    SECURE
      DEBIT SERVICES

    


    INITIAL
      TERM

    One
      (1)
      year

    


    RENEWAL
      TERM

    One
      (1)
      year

    


    Fidelity
      agrees to provide Customer with the Fraud Detection Services and/or Fraud
      Indemnification Services described below. The following terms and conditions
      are
      in addition to the terms and conditions of the Agreement attached thereto.
      The
      parties agree that this Exhibit B is incorporated into and made part of the
      Electronic Funds Transfer Services Schedule.

    


    1.    DEFINITIONS

    In
      addition to any other defined terms contained in the Schedule, the following
      capitalized terms will have the following meanings with regard to this Exhibit.
      Capitalized terms used but not otherwise defined herein shall have the meanings
      given to them in the Agreement.

    


    
      	 	
              1.1

            	
              “Cardholder”
                shall mean an authorized user of a Debit Card issued by the
                Customer.

            


    

    


    
      	 	
              1.2

            	
              “Debit
                Card(s)” shall mean Debit MasterCard and/or VISA Check Card debit cards
                issued by Customer.

            


    

    


    
      	 	
              1.3

            	
              “Fraud
                Detection Services” shall mean the fraud detection and other services to
                be provided hereunder by Fidelity using its Neural
                Network.

            


    

    


    
      	 	
              1.4

            	
              “Fraud
                Indemnification” shall mean the indemnification of certain losses by
                Fidelity, as more fully described in Section 7 of this Exhibit.
                

            


    

    


    
      	 	
              1.5

            	
              “Neural
                Network” shall mean the computer software and systems maintained by
                Fidelity which use predictive software techniques to capture payment
                card
                usage patterns and detect fraudulent
                transactions.

            


    

    


    
      	 	
              1.6

            	
              “Secure
                Debit Program Services” shall mean the Fraud Detection Services and Fraud
                Indemnification provided hereunder by Fidelity using its Neural Network.
                Customer may or may not contract for Fidelity’s Fraud Indemnification
                Services.

            


    

    


    
      	
              2

            	
              TERM

            


    

    


    The
      Term
      of this Exhibit shall be for a period of one (1) year beginning upon the
      Commencement Date for Services and shall automatically renew for additional
      one
      (1) year periods at the end of each term unless either party provides no less
      than thirty (30) days written notice. 

    


    3.    FRAUD
      DETECTION SERVICES

    


    
      	 	
              3.1

            	
              Customer
                hereby engages Fidelity to provide Fraud Detection Services to Customer
                and its Cardholders. Using its Neural Network, Fidelity will use
                commercially reasonable efforts to identify potential fraudulent
                Debit
                Card transactions.

            


    

    


    
      	 	
              3.2

            	
              When
                the Neural Network detects a potentially fraudulent transaction,
                Fidelity
                may decline the transaction, place a “hold” on the Debit Card to prevent
                any further transactions, and/or promptly contact by telephone either
                the
                Cardholder or an individual designated by the Customer. Customer
                hereby
                authorizes Fidelity to decline Debit Card transactions that appear
                suspicious in Fidelity’s sole discretion and to contact the Cardholder to
                confirm transaction activity as deemed appropriate in Fidelity’s sole
                discretion. 

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.3

            	
              Fidelity
                shall operate the Neural Network twenty-four (24) hours per day,
                seven (7)
                days per week (except for certain down times as described in Section
                3.6).
                Fidelity’s call center shall operate from 8:00 a.m. to 9:00 p.m., seven
                (7) days per week. Customer acknowledges that potential fraudulent
                transactions detected by the Neural Network during hours when the
                call
                center is closed will be addressed when the call center
                reopens.

            


    

    


    
      	 	
              3.4

            	
              Only
                Debit Cards issued by Customer are eligible for Fraud Detection Services.
                Fidelity will not provide Fraud Detection Services for any other
                payment
                cards, including, but not limited to, financial institution branded
                automated teller machine (ATM)
                cards.

            


    

    


    
      	 	
              3.5

            	
              Customer
                understands that the Fraud Detection Services are intended to detect
                and
                prevent potential fraudulent Debit Card activity. However, Customer
                acknowledges that (a) no fraud detection tool is one hundred percent
                accurate, and (b) it is likely that some fraudulent transactions
                will go
                undetected by the Neural Network and that some non-fraudulent transactions
                may be scored as potential fraud and declined.


            


    

    


    
      	 	
              3.6

            	
              Customer
                understands that the Neural Network occasionally may be unavailable
                for
                short periods of time due to maintenance, enhancements, upgrades
                and
                similar activities. Although Fidelity will use commercially reasonable
                efforts to keep these periods of unavailability as short as reasonably
                possible, Customer acknowledges that fraudulent transactions may
                occur
                during these periods.

            


    

    


    4.    RESPONSIBILITIES
      OF CUSTOMER 

    


    
      	 	
              Fidelity’s
                obligation to provide Fraud Detection Services shall be contingent
                upon
                Customer’s compliance with the
                following:

            


    

    


    
      	 	
              4.1

            	
              Customer
                will use its best efforts to keep current on Fidelity’s database all
                information regarding Cardholders issued by Customer, including,
                but not
                limited to, each Cardholder’s date of birth, day and evening telephone
                numbers, address and Social Security
                number.

            


    

    


    
      	 	
              4.2

            	
              Customer
                agrees to use reasonable efforts to contact its Cardholders regarding
                potentially fraudulent Debit Cards and shall provide Fidelity with
                any
                information obtained from a Cardholder regarding such Debit Cards.
                

            


    

    


    5.    EXCLUSIONS 

    


    
      	 	
              Fidelity
                disclaims all liability to Customer for, and Customer shall indemnify
                and
                hold Fidelity harmless from, any and all demands, claims, actions,
                losses,
                damages, liabilities, costs, and expenses, including reasonable fees
                and
                expenses of counsel, arising in connection with any of the
                following:

            


    

    


    
      	 	
              5.1

            	
              Any
                occurrence of fraud in connection with a Debit Card (unless Customer
                elects the Fraud Indemnification option described in Section 7 of
                this
                Exhibit);

            


    

    


    
      	 	
              5.2

            	
              Neural
                Network system downtime for maintenance, enhancements, upgrades,
                and
                similar activities;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.3

            	
              The
                application of a low risk score when a transaction was actually
                fraudulent;

            


    

    


    
      	 	
              5.4

            	
              The
                application of a high risk score which results in blocking use of
                a Debit
                Card which is not involved in fraudulent
                activity;

            


    

    


    
      	 	
              5.5

            	
              Any
                failure by Fidelity to decline a fraudulent transaction or to notify
                Customer or Cardholder of a fraudulent
                transaction;

            


    

    


    
      	 	
              5.6

            	
              Any
                decline of a non-fraudulent transaction;
                or

            


    

    


    
      	 	
              5.7

            	
              A
                Cardholder’s inability to use his or her Debit Card due to Fidelity
                placing a temporary restriction on a Debit Card which Fidelity determines
                to be potentially fraudulent.

            


    

    


    6.    FRAUD
      DETECTION SERVICE FEES

    


    
      	 	
              Fees
                for Fraud Detection Services will be waived for any month during
                the term
                of this Exhibit in which Customer maintains a Penetration Rate
                (“Penetration Rate”) of ninety percent (90%) or greater. Penetration Rate
                for each month hereunder is calculated on the last day of such month
                by
                dividing the number of Debit Card records (x) by the sum of (x) and
                the
                number of self-branded automated teller machine (ATM) card records
                (y)
                (e.g. Penetration Rate = ( x / (x+y) ). Customer has ninety (90)
                days from
                the Effective Date of this Exhibit to reach the Penetration Rate
                described
                above. Following that initial ninety (90) day period, during any
                month
                that the Penetration Rate is less than ninety percent (90%), Customer
                will
                pay monitoring fees to Fidelity in an amount set forth on Attachment
                4.

            


    

    


    7.    OPTIONAL
      FRAUD INDEMNIFICATION SERVICES

    


    
      	 	
              7.1

            	
              In
                addition to Fraud Detection Services, Customer may also contract
                with
                Fidelity for Fraud Indemnification. If Customer chooses this option,
                Fidelity will indemnify Customer against any fraud loss sustained
                by
                Customer (other than an Excluded Loss, as defined below) due to any
                Debit
                Card transaction by an unauthorized person who uses (a) any lost
                or stolen
                Debit Card or Debit Card number or (b) any counterfeit Debit Card
                or Debit
                Card number purportedly issued by Customer, provided, however, that
                Customer shall be responsible for the initial fifty dollars ($50.00)
                of
                any loss applicable to a Debit Card
                number.

            


    

    


    
      	 	
              7.2

            	
              Notwithstanding
                the foregoing, Fidelity will not indemnify Customer for any of the
                following losses (each of which shall be an Excluded
                Loss):

            


    

    


    
      	 	
              7.2.1

            	
              Losses
                due to the Cardholder’s attempt to commit fraud against
                Customer;

            


    

    


    
      	 	
              7.2.2

            	
              Losses
                for which the Cardholder has disclosed the Personal Identification
                Number
                or “PIN” to any other party, including, but not limited to, disclosure by
                writing the PIN on or near the
                card;

            


    

    


    
      	 	
              7.2.3

            	
              Losses
                for which the Cardholder has disclosed the 3-D Secure password to
                any
                other party, including but not limited to, disclosure by writing
                the 3-D
                Secure password on or near the
                card;

            


    

    


    
      	 	
              7.2.4

            	
              Losses
                due to any action or omission of any employee or agent of
                Customer;

            


    

    


    
      	 	
              7.2.5

            	
              Losses
                due to disputed transactions between Customer, Cardholder, and merchant,
                such as lack of service, non-receipt, duplicate postings, and differences
                in posting amount and receipt;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              7.2.6

            	
              Losses
                resulting from lost interest, bank fees, returned check fees, overdraft
                fees, or any other charge incurred by a Cardholder due to reductions
                in an
                account’s available balance as a result of a fraudulent
                transaction;

            


    

    


    
      	 	
              7.2.7

            	
              Losses
                above Fidelity’s then-current guidelines for daily point-of-sale maximum
                amount. As of the date of this Exhibit, such amount is one thousand
                two
                hundred dollars ($1,200.00). Fidelity reserves the right to increase
                or
                decrease this amount at any time and will provide Customer written
                notice
                thereof. In the event that Customer raises any Cardholder’s limit above
                that amount, Customer shall be responsible for any losses incurred
                over
                that daily limit; or

            


    

    


    
      	 	
              7.2.8

            	
              Losses
                that result from any cards which are not Debit Cards, including Customer’s
                original issue of automated teller machine (ATM)
                cards.

            


    

    


    8.    CUSTOMER
      RESPONSIBILITIES

    


    
      	 	
              8.1

            	
              The
                Fraud Indemnification provided by Fidelity is conditioned upon Customer
                providing Fidelity written notice of any occurrence upon which Customer
                intends to base a claim of indemnification hereunder within sixty
                (60)
                days of such occurrence. Fidelity shall have full authority to investigate
                and take legal action with regard to such occurrence, and Customer
                shall
                provide reasonable assistance and cooperation to enable Fidelity
                to
                investigate and take legal action with regard to such
                occurrence.

            


    

    


    
      	 	
              8.2

            	
              Customer
                agrees that Fidelity shall have the right to contact Cardholders
                during
                the investigation of any occurrence for which Customer is making
                a claim
                hereunder. Further, Customer agrees to use best efforts to obtain
                an
                affidavit from any such Cardholder, attesting to his or her lack
                of
                involvement in the occurrence and his or her willingness to assist
                in any
                investigation and legal action relating
                thereto.

            


    

    


    
      	 	
              8.3

            	
              Within
                twenty-four (24) hours of receiving notice from a Cardholder that
                a Debit
                Card has been lost, stolen or compromised, Customer shall report
                such
                notice to Fidelity so that the Debit Card may be included on the
                MasterCard Warning Bulletin or Visa Exception File (as applicable)
                for
                such period of time as is necessary (recommended minimum of 6 months)
                to
                protect against attempted fraudulent transactions. Customer shall
                pay all
                charges and costs incurred for inclusion of the Debit Card on the
                MasterCard Warning Bulletin or Visa Exception
                File.

            


    

    


    
      	
              9.

            	
              FRAUD
                INDEMNIFICATION FEES 

            


    

    


    
      	 	
              For
                each month during the term of this Exhibit, Customer will pay Fidelity
                the
                fee set forth in Attachment 4. The Fraud Indemnification Fee is in
                addition to any monitoring fees owed by Customer and is not eligible
                for a
                waiver as is the monitoring fee.