Agreement Number: 3810188
                                                                         -------









                                    AGREEMENT

                                     between

                             FISERV SOLUTIONS, INC.
                                255 Fiserv Drive
                            Brookfield, WI 53045-5815

                                       and

                                eZ Bancorp, Inc.
                                ----------------
                                  1093 Charloix
                              Grand Ledge, MI 48837








                             Date: January 12, 2001









                                        F

<PAGE>
AGREEMENT dated as of January 12, 2001  ("Agreement")  between FISERV SOLUTIONS,
INC.,  a Wisconsin  corporation  ("Fiserv"),  and eZ Bancorp,  Inc.,  a Michigan
corporation ("Client").

================================================================================

     Fiserv and Client hereby agree as follows:

     1. Term. The initial term of this Agreement shall end 5 years following the
        ----
date Fiserv  Services  (as defined  below) are first used by Client and,  unless
written  notice of  non-renewal  is provided  by either  party at least 180 days
prior to  expiration  of the initial term or any renewal  term,  this  Agreement
shall  automatically  renew for  additional  term(s) of 5 years.  This Agreement
shall be effective  on the day  services are first  provided to Client by Fiserv
("Effective Date).

     2.  Services.  (a)  Services  Generally.  Fiserv,  itself and  through  its
         --------        -------------------
affiliates,  agrees to provide  Client,  and Client agrees to obtain from Fiserv
services   ("Services")  and  products   ("Products")   (collectively,   "Fiserv
Services") described in the attached Exhibits:

     Exhibit A - Account Processing Services
     Exhibit B - Item Processing Services
     Exhibit C - EFT Services
     Exhibit D - Card Services
     Exhibit E - Material Purchased Through Fiserv
     Exhibit F - Software Products
     Exhibit G - E-Commerce Services /1/
     Exhibit H - Back Office Services
     Exhibit I - Development Services
     Exhibit J - Professional Services

      The Exhibits set forth  specific  terms and  conditions  applicable to the
Services  and/or  Products,  and,  where  applicable,  the Fiserv  affiliate  so
performing. Client may select additional services and products from time to time
by incorporating an appropriate  Exhibit to this Agreement.  Fiserv acknowledges
that it shall be responsible for all acts,  liabilities,  and obligations of its
affiliates hereunder.

     (b) Implementation Services.  Fiserv will provide services (i) to implement
         -----------------------
the  Fiserv  Services.  These  activities  are  referred  to as  "Implementation
Services".  Client agrees to cooperate  with Fiserv in connection  with Fiserv's
provision of  Implementation  Services and to provide all necessary  information
and  assistance to facilitate  the  conversion.  Client is  responsible  for all
out-of-pocket  expenses  associated with  Implementation  Services.  Fiserv will
provide Implementation Services as required in connection with Fiserv Services.

     (c) Training Services.  Fiserv shall provide training,  training aids, user
         -----------------
manuals,  and other  documentation for Client's use as Fiserv finds necessary to
enable Client personnel to become familiar with Fiserv Services. If requested by
Client,  classroom  training in the use and operation of Fiserv Services will be
provided at a training facility designated by Fiserv. All such training aids and
manuals remain Fiserv's property.

     (d) Performance Standards. Fiserv Services shall be performed in accordance
         ---------------------
with the Performance  Standards  described in the Exhibits.  In the event Client
implements  and  complies  with all of  Fiserv's  procedures  concerning  Fiserv
Services, and Fiserv fails to meet any of the Performance Standards set forth in
the Exhibits,  Client shall provide  written  notice to Fiserv.  Upon receipt of
such  notice,  Fiserv  shall  promptly  attempt  to correct  the  failure in the
applicable Performance Standard(s) and, if the failure is not corrected within 5
business days,  then within 30 days  thereafter,  Fiserv shall provide a written
plan to correct such failure (the "Correction  Plan"),  which includes,  without
limitation,  a time frame for  correction  of such  failure.  If Fiserv fails to
implement  the  Correction  Plan,  Client  shall be entitled to  terminate  this
Agreement pursuant to Section 11(a).

     3. Fees for Fiserv Services. (a) General. Client agrees to pay Fiserv:
        ------------------------      -------

     (i) estimated fees for Fiserv Services for the following month as specified
     in the Exhibits;
     (ii) out-of-pocket  charges for the month payable by Fiserv for the account
     of Client; and
     (iii) Taxes (as defined below) thereon (collectively, "Fees").

Fiserv shall timely  reconcile  Fees paid by Client for the Fiserv  Services for
the month and the fees and charges  actually due Fiserv based on Client's actual
use of Fiserv  Services  for such month.  Fiserv  shall either issue a credit to
Client or  provide  Client  with an  invoice  for any  additional  fees or other
charges owed. Fiserv may change the amount of Fees billed to reflect appropriate
changes in actual use of Fiserv  Services.  Fees may be  increased  from time to
time as set  forth in the  Exhibits.  Upon  notification  to and  acceptance  by
Client, Fiserv may increase its fees in excess of amounts listed in the Exhibits
in the event that Fiserv  implements  major system  enhancements  to comply with
changes in law, government regulation, or industry practices.

     (b) Additional Charges. Fees for out-of-pocket expenses, such as telephone,
         ------------------
microfiche,  courier, and other

___________
/1/  To be executed subsequently.

                                       2
<PAGE>

charges incurred by Fiserv for goods or services  obtained by Fiserv on Client's
behalf  shall  be  billed  to  Client  at  cost  plus  the   applicable   Fiserv
administrative fee as set forth in the Exhibits. Such out-of-pocket expenses may
be  changed  from  time  to  time  upon  notification  of a fee  change  from  a
vendor/provider.

     (c) Taxes.  Fiserv shall add to each invoice any sales, use, excise,  value
         -----
added,  and other  taxes and duties  however  designated  that are levied by any
taxing authority  relating to the Fiserv Services  ("Taxes").  In no event shall
"Taxes" include taxes based upon Fiserv's net income or Michigan Single Business
taxes owed by Fiserv from the tariffs and taxes  payable by Client.  The Fees do
not include,  and Client shall be responsible for, furnishing  transportation or
transmission  of  information  between  Fiserv's  service  center(s),   Client's
site(s),  and any  applicable  clearing  house,  regulatory  agency,  or Federal
Reserve  Bank.  Fiserv shall bill Client for any such Taxes and,  upon  request,
provide documentation from each taxing authority evidencing Taxes due hereunder.
Provided Client pays Fiserv when billed,  Fiserv shall be responsible to pay for
any late  charges,  fines,  penalties,  or other costs related to failure to pay
said Taxes or failure to pay the correct  amount of said Taxes.  Notwithstanding
the  foregoing,  Fiserv  shall not  charge  Client  for any Taxes or other  fees
resulting from Fiserv relocating or rerouting the delivery of Services to Client
for Fiserv's convenience to, from, or through a location other than the original
data centers, unless otherwise agreed to in writing by Client.

     (d) Payment Terms.  Estimated Fees are due and payable monthly upon receipt
         -------------
of invoice. Client shall pay Fiserv through the Automated Clearing House. In the
event any amounts due remain  unpaid  beyond the 30th day after  payment is due,
Client  shall pay a late charge of 1.5% per month.  Client  agrees that it shall
neither  make nor assert any right of deduction or set-off from Fees on invoices
submitted  by Fiserv for Fiserv  Services,  except for amounts  disputed in good
faith.

     4. Access to Fiserv Services. (a) Procedures.  Client agrees to comply with
        -------------------------      ----------
applicable  regulatory  requirements  and procedures (as identified by Fiserv to
Client) for use of Services established by Fiserv.

     (b) Changes. Fiserv continually reviews and modifies Fiserv systems used in
         -------
the  delivery of Services  (the "Fiserv  System") to improve  service and comply
with  government  regulations,  if any,  applicable to the data and  information
utilized in  providing  Services.  Fiserv  reserves the right to make changes in
Services,  including but not limited to operating procedures,  type of equipment
or software resident at, and the location of Fiserv's service center(s).  Fiserv
will notify Client of any material change that affects Client's normal operating
procedures,  reporting, or service costs prior to implementation of such change.
If in the event of any change in Fiserv Services, Fiserv shall remain subject to
the terms and  conditions of the  performance  standards and all other terms and
conditions set forth in this Agreement  unless otherwise agreed to in writing by
the Client and Fiserv.

     (c)   Communications   Lines.   Fiserv  shall  order  the  installation  of
           ----------------------
appropriate  communication  lines and equipment to facilitate Client's access to
Services.  Client  understands  and  agrees  to  pay  charges  relating  to  the
installation and use of such lines and equipment as set forth in the Exhibits.

     (d)  Terminals  and Related  Equipment.  Client shall obtain  necessary and
          ---------------------------------
sufficient terminals and other equipment, approved by Fiserv and compatible with
the Fiserv System, to transmit and receive data and information between Client's
location(s),  Fiserv's service  center(s),  and/or other necessary  location(s).
Fiserv and Client may  mutually  agree to change  the  type(s) of  terminal  and
equipment used by Client.

     5. Client  Obligations.  (a) Input.  Client shall be solely responsible for
        -------------------       -----
the input,  transmission,  or delivery to and from Fiserv of all information and
data required by Fiserv to perform Services unless Client has retained Fiserv to
handle such  responsibilities,  as specifically  set forth in the Exhibits.  The
information  and data  shall be  provided  in a format and  manner  approved  by
Fiserv.  Client  will  provide at its own  expense or  procure  from  Fiserv all
equipment,  computer  software,   communication  lines,  and  interface  devices
required  to access the Fiserv  System.  If Client has  elected to provide  such
items itself,  Fiserv shall provide  Client with a list of compatible  equipment
and software;  Client agrees to pay Fiserv's standard fee for recertification of
the Fiserv System resulting therefrom.

     (b) Client Personnel.  Client shall designate  appropriate Client personnel
         ----------------
for  training  in  the  use of the  Fiserv  System,  shall  supply  Fiserv  with
reasonable   access  to  Client's   site  during  normal   business   hours  for
Implementation  Services  and shall  cooperate  with Fiserv  personnel  in their
performance of Services.

     (c) Use of Fiserv  System.  Client  shall  (i)  comply  with any  operating
         ---------------------
instructions on the use of the Fiserv System provided by Fiserv; (ii) review all
reports  furnished  by  Fiserv  for  accuracy;  and (iii)  work  with  Fiserv to
reconcile  any  out  of  balance  conditions.  Client  shall  determine  and  be
responsible  for the  authenticity  and  accuracy  of all  information  and data
submitted to Fiserv.

     (d) Client's  Systems.  Client shall be  responsible  for ensuring that its
         -----------------
systems  are Year  2000  compliant  and


                                       3
<PAGE>

otherwise  capable of passing  and/or  accepting  data from and/or to the Fiserv
System.

     6. Ownership and Confidentiality. (a) Definition.
        -----------------------------      ----------

     (i) Client Information. "Client Information" means: (A) confidential plans,
         ------------------
     customer lists, information,  and other proprietary material of Client that
     is marked with a restrictive  legend,  or if not so marked with such legend
     or is  disclosed  orally,  is  identified  as  confidential  at the time of
     disclosure  (and  written  confirmation  thereof is  promptly  provided  to
     Fiserv);  and (B) any  information  and data  concerning  the  business and
     financial records of Client's  customers prepared by or for Fiserv, or used
     in any way by Fiserv in connection  with the  provision of Fiserv  Services
     (whether or not any such information is marked with a restrictive legend).

     (ii) Fiserv  Information.  "Fiserv  Information"  means:  (A)  confidential
          -------------------
     plans, information,  research, development, trade secrets, business affairs
     (including that of any Fiserv client,  supplier,  or affiliate),  and other
     proprietary material of Fiserv that is marked with a restrictive legend, or
     if not so marked with such legend or is disclosed  orally, is identified as
     confidential at the time of disclosure (and written confirmation thereof is
     promptly  provided  to  Client);  and  (B)  Fiserv's  proprietary  computer
     programs,  including custom software modifications,  software documentation
     and training aids, and all data,  code,  techniques,  algorithms,  methods,
     logic, architecture,  and designs embodied or incorporated therein (whether
     or not any such information is marked with a restrictive legend).

     (iii)  Information.  "Information"  means  Client  Information  and  Fiserv
            -----------
     Information.  No obligation of  confidentiality  applies to any Information
     that the  receiving  party  ("Recipient")  (A)  already  possesses  without
     obligation  of  confidentiality;   (B)  develops   independently;   or  (C)
     rightfully  receives  without  obligation of  confidentiality  from a third
     party. No obligation of confidentiality applies to any Information that is,
     or becomes, publicly available without breach of this Agreement.

     (b)  Obligations.  Recipient agrees to hold as confidential all Information
          -----------
it receives from the  disclosing  party  ("Discloser").  All  Information  shall
remain the property of Discloser or its  suppliers  and  licensors.  Information
will  be  returned  to  Discloser  at the  termination  or  expiration  of  this
Agreement.  Recipient will use the same care and discretion to avoid  disclosure
of Information as it uses with its own similar information that it does not wish
disclosed,  but in no event less than a reasonable  standard of care.  Recipient
may use  Information  for any purpose that does not violate such  obligation  of
confidentiality.  Recipient  may  disclose  Information  to  (i)  employees  and
employees of affiliates  who have a need to know;  and (ii) any other party with
Discloser's  written  consent.  Before  disclosure to any of the above  parties,
Recipient will have a written  agreement  with such party  sufficient to require
that party to treat Information in accordance with this Agreement. Recipient may
disclose Information to the extent required by law. However, Recipient agrees to
give  Discloser  prompt  notice  so that it may  seek a  protective  order.  The
provisions of this  sub-section  survive any  termination  or expiration of this
Agreement.

     (c) Residuals. Nothing contained in this Agreement shall restrict Recipient
         ---------
from the use of any  ideas,  concepts,  know-how,  or  techniques  contained  in
Information that are related to Recipient's  business activities  ("Residuals"),
provided that in so doing,  Recipient does not breach its obligations under this
Section.  However,  this  does not give  Recipient  the  right to  disclose  the
Residuals except as set forth elsewhere in this Agreement.

     (d) Fiserv  System.  The Fiserv System  contains  information  and computer
         --------------
software  that are  proprietary  and  confidential  information  of Fiserv,  its
suppliers, and licensors. Client agrees not to attempt to circumvent the devices
employed  by  Fiserv  to  prevent  unauthorized  access  to the  Fiserv  System,
including,  but  not  limited  to,  alterations,   decompiling,   disassembling,
modifications, and reverse engineering thereof.

     (e)  Confidentiality  of this  Agreement.  Fiserv and Client  agree to keep
          -----------------------------------
confidential  the  prices,  terms  and  conditions  of this  Agreement,  without
disclosure to third parties.

     7.  Regulatory  Agencies,  Regulations and Legal  Requirements.  (a) Client
         ----------------------------------------------------------       ------
Files.  Records  maintained  and  produced  for Client  ("Client  Files") may be
-----
subject to examination by such Federal,  State, or other governmental regulatory
agencies as may have  jurisdiction  over Client's business to the same extent as
such  records  would be subject  if  maintained  by Client on its own  premises.
Client  agrees that Fiserv is  authorized  to give all  reports,  summaries,  or
information  contained  in or derived from the data or  information  in Fiserv's
possession  relating to Client when formally requested to do so by an authorized
regulatory or government agency.

     (b) Compliance with Regulatory  Requirements.  Client agrees to comply with
         ----------------------------------------
applicable regulatory and legal requirements, including without limitation:

     (i)  submitting  a copy of this  Agreement  to the  appropriate  regulatory
     agencies  prior to the date  Services  commence;


                                       4
<PAGE>

     (ii) providing  adequate notice to the appropriate  regulatory  agencies of
     the termination of this Agreement or any material changes in Services;
     (iii)  retaining   records  of  its  accounts  as  required  by  regulatory
     authorities;
     (iv)  obtaining  and  maintaining,  at its own expense,  any Fidelity  Bond
     required by any regulatory or governmental agency; and
     (v)   maintaining,   at  its  own  expense,   such  casualty  and  business
     interruption insurance coverage for loss of records from fire, disaster, or
     other  causes,  and taking such  precautions  regarding the same, as may be
     required by regulatory authorities.

     8. Warranties. (a) Fiserv Warranties. Fiserv represents and warrants that:
        ----------      -----------------

     (i)(A)  Services  will  conform  to the  specifications  set  forth  in the
     Exhibits;  (B) Fiserv will perform  Client's work accurately  provided that
     Client supplies  accurate data and information,  and follows the procedures
     described in all Fiserv  documentation,  notices,  and advices;  (C) Fiserv
     personnel  will exercise due care in provision of Services;  (D) the Fiserv
     System will comply in all material  respects  with all  applicable  Federal
     regulations  governing  Services;  and (E) the  Fiserv  System is Year 2000
     compliant.  In the  event of an error or other  default  caused  by  Fiserv
     personnel, systems, or equipment, Fiserv shall promptly correct the data or
     information  and/or  reprocess the affected item or report at no additional
     cost to Client.  Client agrees to supply Fiserv with a written  request for
     correction  of the error within 7 days after  Client's  receipt of the work
     containing the error.  Work  reprocessed  due to errors in data supplied by
     Client,  on Client's  behalf by a third  party,  or by Client's  failure to
     follow procedures set forth by Fiserv shall be billed to Client at Fiserv's
     then current time and material rates;  and
     (ii) it  owns  or has a  license  to  furnish  all  equipment  or  software
     comprising  the Fiserv  System.  Fiserv shall  indemnify  and hold harmless
     Client,  its officers,  directors,  employees,  and affiliates  against any
     claims,  actions,  liabilities,  losses, damages, costs, fees, and expenses
     that allege that the Fiserv System use  infringes a United  States  patent,
     copyright,  or other proprietary  right of a third party.  Client agrees to
     notify  Fiserv  promptly of any such claim and grants Fiserv the sole right
     to control the defense and  disposition  of all such  claims.  Client shall
     provide Fiserv with reasonable cooperation and assistance in the defense of
     any such claim.

THE WARRANTIES STATED HEREIN ARE LIMITED  WARRANTIES AND ARE THE ONLY WARRANTIES
MADE BY FISERV.  FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY  WAIVES,  ALL
OTHER  WARRANTIES,  INCLUDING  WARRANTIES OF  MERCHANTABILITY  AND FITNESS FOR A
PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES
OR  OBLIGATIONS OF FISERV FOR DAMAGES  ARISING OUT OF OR IN CONNECTION  WITH THE
DELIVERY, USE, OR PERFORMANCE OF FISERV SERVICES.

     (b)  Client  Warranties.  Client  represents  and  warrants  that:  (A)  no
          ------------------
contractual  obligations exist that would prevent Client from entering into this
Agreement; (B) it has complied with all applicable regulatory requirements;  and
(C) Client has  requisite  authority  to  execute,  deliver,  and  perform  this
Agreement.  Client shall  indemnify  and hold  harmless  Fiserv,  its  officers,
directors,  employees, and affiliates against any claims, actions,  liabilities,
losses,  damages, costs, fees, and expenses arising out of (X) the use by Client
of the Fiserv System in a manner other than that provided in this Agreement; and
(Y) any and all claims by Client's banking  customers arising out of performance
or  non-performance  of Fiserv  Services by Fiserv,  provided that the indemnity
listed in clause (Y) hereof shall not preclude  Client's  recovery of any direct
damages pursuant to the terms and subject to the limitations of this Agreement.

     9. Limitation of Liability. (a) General. IN NO EVENT SHALL FISERV BE LIABLE
        -----------------------
FOR LOSS OF GOODWILL,  OR FOR SPECIAL,  INDIRECT,  INCIDENTAL,  OR CONSEQUENTIAL
DAMAGES  ARISING FROM  CLIENT'S USE OF FISERV  SERVICES,  OR FISERV'S  SUPPLY OF
EQUIPMENT  OR  SOFTWARE,  REGARDLESS  OF WHETHER SUCH CLAIM ARISES IN TORT OR IN
CONTRACT. CLIENT MAY NOT ASSERT ANY CLAIM AGAINST FISERV MORE THAN X YEARS AFTER
SUCH  CLAIM  ACCRUED.  EXCEPT AS  RELATES  TO CLAIMS  RELATING  TO  BREACHES  OF
CONFIDENTIALITY,   COPYRIGHT  INFRINGEMENT,  AND  PERSONAL  INJURY,  DEATH,  AND
PROPERTY DAMAGE,  FISERV'S AGGREGATE  LIABILITY FOR ANY AND ALL CAUSES OF ACTION
RELATING TO SERVICES SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO FISERV
FOR SERVICES  RESULTING IN SUCH  LIABILITY IN THE X MONTH PERIOD  PRECEDING  THE
DATE THE CLAIM ACCRUED.  FISERV'S AGGREGATE  LIABILITY FOR A DEFAULT RELATING TO
EQUIPMENT  OR  SOFTWARE  SHALL BE LIMITED  TO THE AMOUNT  PAID BY CLIENT FOR THE
EQUIPMENT OR SOFTWARE.

     (b)  Lost  Records.  If  Client's  records  or  other  data  submitted  for
          -------------
processing  are lost or  damaged  as a result  of any  failure  by  Fiserv,  its
employees, or agents to exercise reasonable care to prevent such loss or damage,
Fiserv's  liability  on  account  of such loss or  damages  shall not exceed


                                       5
<PAGE>
the reasonable  cost of reproducing  such records or data from exact  duplicates
thereof in Client's possession.

     10. Disaster  Recovery.  (a) General.  Fiserv maintains a disaster recovery
         ------------------       -------
plan ("Disaster  Recovery Plan") for each Service.  A "Disaster"  shall mean any
unplanned  interruption  of the  operations  of or  inaccessibility  to Fiserv's
service center in which Fiserv, using reasonable  judgment,  requires relocation
of processing  to a recovery  location.  Fiserv shall notify Client  promptly by
telephone  (to be  confirmed  in within 1  business  day) after  Fiserv  deems a
service  outage to be a Disaster.  Fiserv shall move the  processing of Client's
standard  services to a recovery location as expeditiously as possible and shall
coordinate  the  cut-over  to  back-up  telecommunication  facilities  with  the
appropriate carriers. Client shall maintain adequate records of all transactions
during the period of service  interruption and shall have personnel available to
assist Fiserv in implementing the switchover to the recovery location.  During a
Disaster,  optional or on-request  services  shall be provided by Fiserv only to
the extent  adequate  capacity  exists at the  recovery  location and only after
stabilizing the provision of base services.

     (b)  Communications.  Fiserv shall work with Client to establish a plan for
          --------------
alternative communications in the event of a Disaster.

     (c) Disaster Recovery Test. Fiserv shall test the Disaster Recovery Plan no
         ----------------------
less than every 13 months.  Client  agrees to  participate  in and assist Fiserv
with such test, if requested by Fiserv. Upon Client's request, test results will
be made available to Client's management,  regulators,  auditors,  and insurance
underwriters.

     (d) Client Plans. Fiserv agrees to release  information  necessary to allow
         ------------
Client's  development of a disaster  recovery plan that operates in concert with
the Disaster Recovery Plan.

     (e) No Warranty.  Client  understands and agrees that the Disaster Recovery
         -----------
Plan is  designed  to  minimize,  but not  eliminate,  risks  associated  with a
Disaster  affecting  Fiserv's  service  center(s).  Fiserv does not warrant that
Fiserv Services will be  uninterrupted or error free in the event of a Disaster;
no  performance  standards  shall be applicable  for the duration of a Disaster.
Client maintains  responsibility  for adopting a disaster recovery plan relating
to  disasters   affecting   Client's   facilities  and  for  securing   business
interruption insurance or other insurance necessary for Client's protection.

     11. Termination.  (a) Material Breach. Except as provided elsewhere in this
         -----------       ---------------
Section 11, either party may terminate this Agreement in the event of a material
breach by the other  party not cured  within 90 days  following  written  notice
stating,  with particularity and in reasonable detail, the nature of the claimed
breach.

     (b) Failure to Pay. In the event any  invoice  remains  unpaid by Client 30
         --------------
days after due, or Client  deconverts  any data or  information  from the Fiserv
System without prior written consent of Fiserv,  Fiserv, at its sole option, may
terminate this Agreement  and/or Client's access to and use of Fiserv  Services.
Any invoice  submitted by Fiserv shall be deemed correct unless Client  provides
written  notice to Fiserv  within 15 days of the  invoice  date  specifying  the
nature of the disagreement.

     (c) Remedies.  Remedies contained in this Section 11 are cumulative and are
         --------
in addition to the other  rights and  remedies  available  to Fiserv  under this
Agreement, by law or otherwise.

     (d) Client Defaults. If Client:
         ---------------

     (i) defaults in the payment of any sum of money due in Section 11(b);
     (ii) breaches this Agreement in any material respect or otherwise  defaults
     in any material  respect in the  performance  of any of its  obligations in
     Section 11(a); or
     (iii) commits an act of bankruptcy or becomes the subject of any proceeding
     under the Bankruptcy Code or becomes  insolvent or if any substantial  part
     of Client's  property  becomes  subject to any levy,  seizure,  assignment,
     application, or sale for or by any creditor or governmental agency;

then,  in any such event,  Fiserv  may,  upon  written  notice,  terminate  this
Agreement and be entitled to recover from Client as liquidated damages an amount
equal to the present  value of all payments  remaining to be made  hereunder for
the  remainder of the initial term or any renewal  term of this  Agreement.  For
purposes of the preceding  sentence,  present value shall be computed  using the
"prime" rate (as published in The Wall Street  Journal) in effect at the date of
termination and "all payments remaining to be made" shall be calculated based on
the  average  bills  for  the  3  months  immediately   preceding  the  date  of
termination.  Client  agrees to  reimburse  Fiserv for any  expenses  Fiserv may
incur,  including  reasonable  attorneys'  fees,  in taking any of the foregoing
actions.

     (e) Fiserv Defaults.  If Fiserv commits an act of bankruptcy or becomes the
         ---------------
subject of any proceeding  under the Bankruptcy Code or becomes  insolvent or if
any substantial part of Client's property becomes subject to any levy,  seizure,
assignment,  application, or sale for or by any creditor or governmental agency,
then,  in any such event,


                                       6
<PAGE>
Client may, upon written notice, terminate this Agreement without payment of any
early termination fees.

     (f)   Convenience.   Client  may  terminate  this  Agreement  by  paying  a
           -----------
termination fee based on the remaining unused term of this Agreement, the amount
to be determined by multiplying Client's largest monthly invoice for each Fiserv
Service  received by Client  during the term (or if no monthly  invoice has been
received, the sum of the estimated monthly billing for each Fiserv Service to be
received  hereunder)  by 80% times the  remaining  months of the term,  plus any
unamortized  conversion  fees or third party costs existing on Fiserv's books on
the date of  termination.  Client  understands  and agrees  that  Fiserv  losses
incurred as a result of early termination of the Agreement would be difficult or
impossible to calculate as of the effective date of termination  since they will
vary based on, among other things, the number of clients using the Fiserv System
on the date the Agreement terminates.  Accordingly,  the amount set forth in the
first  sentence of this  subsection  represents  Client's  agreement  to pay and
Fiserv's  agreement to accept as liquidated  damages (and not as a penalty) such
amount for any such Client termination.

     (g) Return of Data Files. Upon expiration or termination of this Agreement,
         --------------------
Fiserv shall furnish to Client such copies of Client Files as Client may request
in a Fiserv  standard  format along with such  information  and assistance as is
reasonable  and customary to enable Client to deconvert  from the Fiserv System,
provided,  however,  that Client  consents and agrees and  authorizes  Fiserv to
--------   -------
retain  Client  Files  until  (i)  Fiserv  is paid in full for (A) all  Services
provided through the date such Client Files are returned to Client;  and (B) any
and all other amounts that are due or will become due under this Agreement; (ii)
Fiserv is paid its then standard rates for the services necessary to return such
Client Files;  (iii) if this Agreement is being  terminated,  Fiserv is paid any
applicable  termination  fee pursuant to subsection  (d) or (f) above;  and (iv)
Client has returned to Fiserv all Fiserv Information.  Unless directed by Client
in writing to the  contrary,  Fiserv shall be permitted to destroy  Client Files
any time after 30 days from the final use of Client Files for processing.

     (h) Miscellaneous. Client understands and agrees that Client is responsible
         -------------
for the deinstallation and return shipping of any Fiserv-owned equipment located
on Client's premises.

     (i) Client Regulatory Approval.  Client shall be entitled to terminate this
         --------------------------
Agreement  without cause and without payment of any early termination fee in the
event Client does not receive all  regulatory  approvals  necessary to operate a
bank and to provide on-line electronic banking services.

     12.  Dispute  Resolution.  (a)  General.  Except  with  respect to disputes
          -------------------        -------
arising from a misappropriation  or misuse of either party's proprietary rights,
any dispute or controversy arising out of this Agreement, or its interpretation,
shall be submitted to and resolved  exclusively by  arbitration  under the rules
then prevailing of the American Arbitration Association,  upon written notice of
demand for  arbitration  by the party  seeking  arbitration,  setting  forth the
specifics of the matter in controversy or the claim being made. The  arbitration
shall be heard before an arbitrator mutually agreeable to the parties; provided,
that if the  parties  cannot  agree on the choice of  arbitrator  within 10 days
after the first party seeking  arbitration  has given written  notice,  then the
arbitration  shall be heard by 3  arbitrators,  1 chosen by each party,  and the
third chosen by those 2  arbitrators.  The  arbitrators  will be selected from a
panel of persons having experience with and knowledge of information  technology
and at least 1 of the arbitrators selected will be an attorney. A hearing on the
merits of all claims for which  arbitration  is sought by either  party shall be
commenced not later than 60 days from the date demand for arbitration is made by
the first party seeking  arbitration.  The arbitrator(s)  must render a decision
within  10  days  after  the  conclusion  of such  hearing.  Any  award  in such
arbitration shall be final and binding upon the parties and the judgment thereon
may be entered in any court of competent jurisdiction.

     (b) Applicable Law. The arbitration  shall be governed by the United States
         --------------
Arbitration Act, 9 U.S.C.  1-16. The arbitrators shall apply the substantive law
of the State of Wisconsin,  without reference to provisions relating to conflict
of laws. The arbitrators shall not have the power to alter,  modify,  amend, add
to, or subtract from any term or provision of this  Agreement,  nor to rule upon
or  grant  any  extension,  renewal,  or  continuance  of  this  Agreement.  The
arbitrators shall have the authority to grant any legal remedy available had the
parties submitted the dispute to a judicial proceeding.

     (c) Situs.  If arbitration is required to resolve any disputes  between the
         -----
parties,  the  proceedings  to resolve the first such  dispute  shall be held in
Milwaukee,  Wisconsin,  the proceedings to resolve the second such dispute shall
be held in Lansing,  Michigan  and the  proceedings  to resolve  any  subsequent
disputes shall alternate between Milwaukee, Wisconsin and Lansing, Michigan.

     13. Insurance. Fiserv carries the following types of insurance policies:
         ---------

     (i)  Comprehensive  General Liability in an amount not less than $1 million
     per occurrence for claims arising out of bodily injury and property damage;
     (ii) Commercial  Crime covering  employee  dishonesty in an amount not less
     than $5 million;


                                       7
<PAGE>

     (iii)  All-risk  property  coverage  including  Extra  Expense and Business
     Income coverage; and
     (iv) Workers  Compensation  as mandated or allowed by the laws of the state
     in which Services are being performed,  including  $1,000,000  coverage for
     Employer's Liability.

     In connection with the above insurance requirements, (a) all policies shall
provide  for 30 days  prior  written  notice to Client  of any  cancellation  or
material  change;  (b) all insurance  provided by Fiserv shall be primary to any
insurance  carried by Client;  and (c) certificates of insurance shall be issued
to  Client  for  each  line of  coverage  prior  to the  effective  date of this
Agreement.

     14. Audit.  Fiserv employs an internal auditor responsible for ensuring the
         -----
integrity of its processing  environments  and internal  controls.  In addition,
Fiserv provides for periodic independent audits of its operations.  Fiserv shall
provide Client with a copy of the audit of the Fiserv  service center  providing
Services  within a reasonable  time after its  completion  and shall charge each
client a fee based on the pro rata cost of such audit. Fiserv shall also provide
a copy of such audit to the  appropriate  regulatory  agencies,  if any,  having
jurisdiction over Fiserv's provision of Services.

     15.  General.  (a) Binding  Agreement.  This  Agreement is binding upon the
          -------       ------------------
parties and their  respective  successors  and permitted  assigns.  Neither this
Agreement  nor any  interest may be sold,  assigned,  transferred,  pledged,  or
otherwise  disposed  of by  Client,  whether  pursuant  to change of  control or
otherwise,   without  Fiserv's  prior  written  consent.   Notwithstanding   the
foregoing,  Client may assign this Agreement to eZ Community Bank upon notice to
Fiserv.  Client agrees that Fiserv may  subcontract any Services to be performed
hereunder.  Any  such  subcontractors  shall  be  required  to  comply  with all
applicable terms and conditions.

     (b) Entire  Agreement.  This Agreement,  including its Exhibits,  which are
         -----------------
expressly  incorporated  herein  by  reference,  constitutes  the  complete  and
exclusive  statement  of the  agreement  between  the  parties as to the subject
matter  hereof and  supersedes  all previous  agreements  with respect  thereto.
Modifications of this Agreement must be in writing and signed by duly authorized
representatives of the parties.  Each party hereby  acknowledges that it has not
entered into this  Agreement  in reliance  upon any  representation  made by the
other  party not  embodied  herein.  In the event any of the  provisions  of any
Exhibit are in conflict with any of the provisions of this Agreement,  the terms
and  provisions of this  Agreement  shall control unless the Exhibit in question
expressly provides that its terms and provisions shall control.

     (c)  Severability.  If any  provision  of  this  Agreement  is  held  to be
          ------------
unenforceable or invalid,  the other provisions shall continue in full force and
effect.

     (d) Governing Law. This Agreement will be governed by the substantive  laws
         -------------
of the State of Wisconsin,  without reference to provisions relating to conflict
of laws. The United Nations  Convention of Contracts for the International  Sale
of Goods shall not apply to this Agreement.

     (e)  Force  Majeure.  Neither  party  shall be  responsible  for  delays or
          --------------
failures in  performance  resulting from acts  reasonably  beyond the control of
that party.

     (f) Notices. Any written notice required or permitted to be given hereunder
         -------
shall be given by: (i) Registered or Certified Mail,  Return Receipt  Requested,
postage  prepaid;  (ii)  confirmed  facsimile;  or (iii)  nationally  recognized
courier service to the other party at the addresses  listed on the cover page or
to such other  address or person as a party may  designate in writing.  All such
notices shall be effective upon receipt.

     (g) No Waiver.  The failure of either party to insist on strict performance
         ---------
of any of the provisions  hereunder  shall not be construed as the waiver of any
subsequent default of a similar nature.

     (h) Financial  Statements.  Fiserv shall provide Client and the appropriate
         ---------------------
regulatory agencies so requiring a copy of Fiserv,  Inc.'s audited  consolidated
financial statements.

     (i) Prevailing  Party. The prevailing  party in any  arbitration,  suit, or
         -----------------
action brought against the other party to enforce the terms of this Agreement or
any rights or obligations hereunder, shall be entitled to receive its reasonable
costs,  expenses,  and attorneys'  fees of bringing such  arbitration,  suit, or
action.

     (j)  Survival.  All  rights  and  obligations  of the  parties  under  this
          --------
Agreement  that,  by their  nature,  do not  terminate  with the  expiration  or
termination  of this  Agreement  shall survive the  expiration or termination of
this Agreement.

     (k) Exclusivity.  Client agrees that Fiserv shall be the sole and exclusive
         -----------
provider of the  services  that are the subject  matter of this  Agreement.  For
purposes of the foregoing,  the term "Client"  shall include Client  affiliates.
During the term of this Agreement,  Client agrees not to enter into an agreement
with any other entity to provide these  services (or similar  services)  without
Fiserv's  prior  written  consent.   If  Client  acquires  another  entity,  the
exclusivity  provided to Fiserv hereunder shall take effect with respect to such
acquired  entity  as soon as  practicable  after  termination  of such  acquired
entity's  previously  existing  arrangement  for


                                       8
<PAGE>

these  services.  If Client is  acquired  by  another  entity,  the  exclusivity
provided to Fiserv  hereunder shall apply with respect to the level or volume of
these  services  provided  immediately  prior to the  signing of the  definitive
acquisition  agreement  relating to such  acquisition  and shall  continue  with
respect  to the level or  volume of these  services  until  any  termination  or
expiration of this Agreement.

     (l) Recruitment of Employees.  Client agrees not to hire Fiserv's employees
         ------------------------
during  the term of this  Agreement  and for a  period  of 6  months  after  any
termination or expiration thereof, except with Fiserv's prior written consent.

================================================================================
      IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date indicated below.

For Client:                                  For Fiserv:

EZ Bancorp, Inc.                             FISERV SOLUTIONS, INC.
----------------


By:____________________________________      By:________________________________
Name:__________________________________      Name:______________________________
Title:_________________________________      Title:_____________________________
Date:__________________________________      Date:______________________________

                                       9
<PAGE>


                                                                       Exhibit A
                           Account Processing Services
                           ---------------------------

     Client agrees with Fiserv as follows:

     1.  Services.  Fiserv will provide Client the Account  Processing  Services
         --------
("Account Processing Services") specified in Exhibit A - 1.

     2.  Fees.  Client  shall pay  Fiserv  fees and other  charges  for  Account
         ----
Processing Services specified in Exhibit A - 2.

     3.  Responsibility for Accounts.  Client shall be responsible for balancing
         ---------------------------
its accounts each business day and notifying Fiserv immediately of any errors or
discrepancies.   Provided  that  Client  immediately   notifies  Fiserv  of  any
discrepancy  in  Client's  accounts,  Fiserv  shall,  at its  expense,  promptly
recompute accounts affected by discrepancies solely caused by the Fiserv Systems
or provide  for  another  mutually  agreeable  resolution.  Fiserv  will use its
commercially  reasonable  efforts to correct  errors  attributable  to Client or
Client's  other  third  party  servicers.  Reconstruction  of  error  conditions
attributable  to Client or to third  parties  acting on Client's  behalf will be
done at prevailing rates as set forth in Exhibit A - 2.

     4. Annual Histories.  Fiserv currently  maintains annual  histories,  where
        ----------------
applicable,  for its clients.  These histories can be used to reconstruct Client
Files  in an  emergency.  However,  in  order  to  permit  prompt  and  accurate
reconstruction  of  accounts,  Client  agrees  to  retain  at all times and make
available to Fiserv upon request the most recent data printout(s)  received from
Fiserv,  together with copies or other accurate and  retrievable  records of all
transactions to be reflected on the next consecutive printout(s).

     5. Hours of Operation.  Account  Processing  Services will be available for
        ------------------
use by Client during  standard Fiserv business  hours,  excluding  holidays,  as
specified in Exhibit A - 3. Account Processing  Services may be available during
additional  hours,  during  which time Client may use Services at its option and
subject to additional charges.

     6. Performance Standards.  The Fiserv performance standards for the Account
        ---------------------
Processing  Services are set forth in Exhibit A - 4. In no event shall Fiserv be
liable to Client for damages of any nature arising solely from failure by Fiserv
to meet Performance Standards.

     7.  Protection of Data. (a) For the purpose of compliance  with  applicable
         ------------------
government  regulations,  Fiserv has an  operations  backup  center,.  Copies of
transaction files are maintained by Fiserv off premises in secured vaults.

     (b) Fiserv provides  systems  security  utilizing  commercially  reasonable
standards to protect Client Files from  unauthorized  access in compliance  with
applicable governmental regulations.

     (c)  Upon  Client   providing  access  to  Client  Files  through  Client's
customers'  personal  computers  or voice  response  system,  Client  agrees  to
indemnify and hold harmless  Fiserv,  its officers,  directors,  employees,  and
affiliates  against  any claims or actions  arising out of such access to Client
Files or any Fiserv files  (including the files of other Fiserv  clients) or the
Fiserv System or other Fiserv systems.

     8.  Processing  Priority.  Fiserv  does  not  subscribe  to any  processing
         -------------------
priority; all users receive equal processing consideration.

     9. Forms and  Supplies.  Client  assumes  and will pay the  charges for all
        -------------------
customized forms, supplies,  and delivery charges.  Custom forms ordered through
Fiserv will be subject to a 15% administrative fee for warehousing and inventory
control.

     10. Regulatory Supervision.  By entering into this Agreement, Fiserv agrees
         ----------------------
that regulatory  agencies having  authority over Client's  operations shall have
the authority and responsibility provided to the regulatory agencies pursuant to
the Bank  Service  Corporation  Act,  12 U.S.C.  1867(C)  relating  to  services
performed by contract or otherwise.

================================================================================

                                       10
<PAGE>


                                                                   Exhibit A - 1
                           Account Processing Services
                           ---------------------------

FISERV RESPONSIBILITIES

     Fiserv will provide Client with the following Account Processing Services:

BASE SERVICES:
     o Account Analysis
     o ACH Processing
     o ATM Card Management and Transaction Authorization
     o Audio Response
     o Audit Confirmations
     o Account Reconciliations
     o Auto Transfers
     o Bulk File Processing - Statement
     o Certificates of Deposits
     o Commercial Loans
     o Combined Statements
     o Consumer Loans
     o Corporate Cash Management
     o Custom Statement Formats
     o Customer Information File (CIF)
     o Demand Deposit Accounting
     o Financial Management System (G/L)
     o Host Disaster Recovery Back Up
     o Investor Reporting, Midanet and Laser Interface
     o Lines of Credit
     o Mortgage Loans
     o NOW Reclassification Subsystem
     o On-line NSF/OD Return Processing
     o Query Report Writer
     o Retirement Processing
     o Release Installation
     o Savings Account Processing
     o Sweep Accounting
     o Tape (NCP Format) Generation for Coupon Books (Weekly)
     o Tape (TRW) Format Generation for Credit Bureau (Monthly)
     o Time Subsystem

INTERFACES:
     o Fiserv EFT
     o Fiserv Item Processing

CONVERSION SERVICES:
     o    Executive  Overview  and  Planning  Session - outlines  the effort and
          resources  required for implementation and planning of the project and
          tasks required.
     o    Operations  Audit -  review  of the  operations  audit  questionnaire,
          client forms, procedures,  and interfaces currently being utilized and
          discussion of exception items.
     o    Common File  Workshop/Creation  - common file overview and creation of
          common file parameters and translation tables.
     o    Computer System Installation
     o    Application Training - training in the functions and operations of the
          Account Processing Services software.

                                       11
<PAGE>
     o    System Operator  Training and Environment Setup - training in the high
          level  functions  and  daily  processing  of  the  Account  Processing
          Services software.
     o    Quality  Acceptance  and Daily Testing - review of converted  data and
          daily processing by Fiserv.
     o    Conversion  Readiness - final  review of converted  data,  procedures,
          daily processing,  workflow, balancing, and additional familiarization
          with functionality by Client.
     o    Live Conversion - initial production implementation
     o    Post Project Review - turnover of Client to Fiserv's  Resource Manager
          for evaluation of conversion process by Client.

DEVELOPMENT SERVICES:
     o    Modifications  to  the  Account   Processing   Services   software  in
          accordance with Exhibit H

TRAINING:
     o    Initial training provided as part of Conversion Services
     o    Release training (approximately 2 to 3 days)
     o    Refresher training available

HELP DESK SERVICES:
     o    Staffing and maintenance to undertake  investigations,  inquiries, and
          problem resolution associated with the Application Processing Services
          software.
     o    Applications support personnel will be available to assist and support
          Client's support services staff.

CLIENT RESPONSIBILITIES
-----------------------

     Client will be responsible for the following activities:

PERSONNEL:
     o    Project Manager
     o    Staff necessary to assist in Conversion Services
     o    Courier services for delivery of data

THIRD PARTY SOFTWARE:
     o    Evaluation,  selection,  licensing, and procurement of maintenance for
          third party application software (to be operated by Fiserv on Client's
          behalf) as mutually agreed by Fiserv and Client.
     o    Obtain any necessary consents to utilize third party software licensed
          to Client as of the Effective  Date,  which consents shall be provided
          to  Fiserv  (the  obtaining  of such  consents  shall  be a  condition
          precedent to performance by Fiserv of its obligations).
     o    Advising Fiserv of any  connections,  upgrades,  or enhancements  that
          become  available  from  third  party  vendors  so  that  they  may be
          installed on a mutually  agreeable schedule and in accordance with the
          third party vendor's recommended time schedule.
     o    Providing  Fiserv with a complete copy of all license and  maintenance
          agreements related to third party software.


                                       12
<PAGE>


                                                                   Exhibit A - 2
                        Account Processing Services Fees
                        --------------------------------
      Fiserv will provide Client the following  Account  Processing  Services at
the fees and prices indicated:


                              [Fee Table Omitted]

                                       13
<PAGE>


                                                                   Exhibit A - 3
                               Hours of Operation
                               ------------------

      The Fiserv  Account  Processing  Center will be in  operation  for on-line
Account Processing Services in accordance with the following:

      Monday                 7:00 A.M. - 8:00 P.M.
      Tuesday                7:00 A.M. - 8:00 P.M.
      Wednesday              7:00 A.M. - 8:00 P.M.
      Thursday               7:00 A.M. - 8:00 P.M.
      Friday                 7:00 A.M. - 8:00 P.M.


      All times stated are in  accordance  with  prevailing  local times for the
Fiserv Account  Processing  Center.  The Fiserv Account  Processing  Center will
observe national holidays, and will be closed for on-line operations.


                                       14
<PAGE>


                                                                   Exhibit A - 4
                              Performance Standards
                              ---------------------

A. On-Line  Availability  - Fiserv's  standard of  performance  shall be on-line
availability  of  the  Fiserv  System  (exclusive  of   telecommunications   and
terminals)  98% of the time that it is  scheduled  to be so  available  over a 3
month  period  ("Measurement  Period").   Actual  on-line  performance  will  be
calculated  monthly by comparing  the number of hours that the Fiserv System was
scheduled  to be  operational  on  an  on-line  basis  exclusive  of  preventive
maintenance  and scheduled  maintenance  with the number of hours,  or a portion
thereof, it was actually operational on an on-line basis. Preventive maintenance
will  not  be  scheduled  during  normal  online  processing  hours.  Preventive
maintenance will be performed on only mission critical  equipment during on-line
processing hours. Downtime caused by reasons beyond Fiserv's control will not be
considered in the statistics.

B.  Report   Availability  -  Fiserv's   standard  of  performance   for  report
availability shall be that, over a Measurement Period, 95% of all Critical Daily
Information shall be available for remote printing or dispatch to the courier on
time without significant errors.  Critical Daily Information shall mean priority
group reports that Fiserv and Client  mutually agree in writing are necessary to
account  properly for the previous day's activity and properly  notify Client of
overdraft,  NSF, or return  items.  The agreed upon Critical  Daily  Information
shall be listed on an exhibit  attached to the final  conversion  plan.  On time
delivery  for  Critical  Daily  Information  shall be 6:30 a.m. if  delivered to
Client's  remote print facility and 8:30 a.m. if delivered to Client by courier.
A significant error is one that impacts Client's ability to account properly for
the previous day's  activity  and/or  account  properly for  overdraft,  NSF, or
Return items.  Actual  performance  will be calculated  monthly by comparing the
total number of reports  scheduled to be available  from Fiserv to the number of
reports that were available on time and without error.

C. Response Time - Fiserv's  standard of performance  for response time shall be
that the daily  response time for 98% of  transactions  shall be 2 seconds for a
teller transaction or 3.5 seconds for a terminal  transaction as determined from
measurements  taken over a Measurement  Period. A transaction shall mean a basic
deposit,  withdrawal, or monetary transaction.  The measurement shall begin when
the last data element has been transmitted from the central  processor and shall
end when the first data element has been received at the controller. Fiserv will
log and retain a record of  response  time  maintaining  appropriate  analytical
reports.  Fiserv will work with Client and third party  vendors to ensure  above
referenced response time.



                                       15
<PAGE>
                                                                       Exhibit B
                            Item Processing Services
                            ------------------------

     Client agrees with Fiserv as follows:

     1. Services. Fiserv will provide Client the Item Processing Services ("Item
        --------
Processing  Services")  specified  in Exhibit B - 1.  Client  agrees that Fiserv
shall be the sole provider of Item Processing or similar services.  Client shall
not contract  with another  vendor or attempt to provide  in-house any such Item
Processing Services or similar services without Fiserv's prior written consent.

     2. Fees.  Client  shall pay Fiserv the fees and other  charges for the Item
        ----
Processing  Services  specified in Exhibit B - 2. Fiserv agrees to give at least
30 days' notice to Client of any changes in the rules and procedures established
for  processing  items,  unless such  changes are caused by changes  made by the
Federal Reserve System or otherwise beyond the control of Fiserv, not permitting
Fiserv to give  such  advance  notice.  Fiserv  reserves  the right to make such
changes  to the  Exhibits  without  notice  as may be  necessary  to  cover  any
increases  in Federal  Reserve  System  costs and  charges or in other costs and
charges beyond Fiserv's control, including changes required by applicable law or
regulatory activity. The fees listed in Exhibit B - 2 may be changed annually on
the anniversary date of this Exhibit upon 30 days notice to Client.  Each change
shall be limited to the change in the U.S.  Department of Labor,  Consumer Price
Index for All Urban  Households  ("CPI") for the 12-month  period  preceding the
anniversary date. Fiserv will deliver a revised Exhibit B - 2 to Client with the
notification of the fee change.

     3. Performance Standards.  Fiserv will perform the Item Processing Services
        ---------------------
in accordance with the performance standards specified in Exhibit B - 3.

     4. No Fiduciary  Relationship.  Fiserv shall  perform such Item  Processing
        -------------------------
Services for which Fiserv shall  subscribe as agent of Client,  and Fiserv shall
not have by reason of this  Agreement a fiduciary  relationship  with respect to
Client.

     5. Lost,  Destroyed,  and Misplaced Items.  Fiserv assumes no liability for
        --------------------------------------
any item  lost,  destroyed,  or  misplaced  while  in  transit  before  the item
physically  arrives at the premises of Fiserv and is received by Fiserv.  In the
event any items are lost, destroyed, or misplaced,  and such event is not due to
gross  negligence or  intentional  misconduct by Fiserv,  Client shall be solely
responsible for the costs and expenses incurred by Fiserv in reconstructing  any
such items and for any  damages or other  losses  that may be incurred by Fiserv
due to the  collection  of such items.  In the event Fiserv  negligently  loses,
destroys, or misplaces deposited items after acceptance of said deposit,  Fiserv
shall  be  liable  only for  reasonable  reconstruction  costs  of the  deposit.
Reasonable  reconstruction  costs  shall be only  those  costs  that  arise from
reconstruction  of a  microfilmed  deposit.  Fiserv  shall  not  be  liable  for
reconstruction costs associated with a deposit for which Client cannot provide a
microfilmed  record of such item(s) contained in the deposit.  In no event shall
Fiserv be liable for the face value of any lost or missing deposit item(s).

     6.  Governmental  Regulation.  This  Exhibit  shall be  governed  by and is
         ------------------------
subject to: the applicable laws,  regulations,  rules, terms and conditions,  as
presently in effect or  hereafter  amended or adopted,  of the United  States of
America,  State of Wisconsin,  Federal  Reserve  Board,  Federal  Reserve Banks,
Federal  Housing   Finance  Board,   and  any  other   governmental   agency  or
instrumentality  having  jurisdiction  over the subject  matter of this Exhibit.
Client  agrees to abide by such  requirements  and to execute and  deliver  such
agreements,  documents,  or other forms as may be  necessary  to comply with the
provisions hereof, including, without limitation, agreements to establish Fiserv
as Client's Agent for purposes of delivery of items processed  hereunder from or
to the Federal Reserve Banks.  Any such agreements  shall be made a part of this
Agreement and are  incorporated  herein.  A change or  termination of such laws,
regulations,   rules,  terms,  conditions,   and  agreements  shall  constitute,
respectively,  a change  or  termination  as to this  Exhibit.  Client  data and
records shall be subject to regulation and examination by government supervisory
agencies to the same extent as if such information were on Client's premises.

     7. Client  Responsibilities.  Client  shall  maintain  adequate  supporting
        ------------------------
materials  (i.e.  exact  copies of items,  records,  and other data  supplied to
Fiserv) in connection  with the provision of Item  Processing  Services.  Client
shall  provide  written  notice  of  confirmation  and/or  verification  of  any
instructions given by Client, its agents,  employees,  officers, or directors to
Fiserv in connection with Fiserv's provision of Item Processing Services.

     8. Forms and  Supplies.  Client  assumes  and will pay the  charges for all
        -------------------
customized forms, supplies,  and delivery charges.  Custom forms ordered through
Fiserv will be subject to the administrative fee set forth in Exhibit B - 2.

================================================================================

                                       16
<PAGE>

                                                                   Exhibit B - 1
                            Item Processing Services
                            ------------------------

Fiserv will provide Client the following Item Processing Services:

     1. INCLEARING:  Client  authorizes  Fiserv to receive  Client's  inclearing
items each business day from the Federal Reserve Bank, local clearinghouse, and,
in the case of same day settlement, from presenting banks.

     (a)  Fiserv will balance the  inclearing  items to Client's  cash  letters,
          capture the items on  magnetic  media,  microfilm,  and  transmit  the
          account information to Client's account processing servicer.
     (b)  Based on the  agreement  of Fiserv and Client,  all  inclearing  items
          shall  be:  (i)  stored  by  Fiserv  and  returned  to  Client at each
          statement  cycle  date;  (ii)  stored by Fiserv for  future  statement
          rendering; or (iii) returned to Client.
     (c)  Unless otherwise agreed in writing, Fiserv will not check signatures.

     2.  PROOF:  On  each  business  day  (excluding  Saturdays,   Sundays,  and
         -----
holidays),  Client will deliver to Fiserv's  service  center(s) checks and other
items deposited to accounts with Client,  checks and other items drawn on Client
accounts  presented  for  encashment,  and  transactional  entries  generated by
Client, such as tellers' cash tickets, general ledger entries, and loan entries.

     (a)  Client agrees to MICR encode  documents to meet Fiserv  specifications
          (ABA and Account Numbers and Transaction Codes).
     (b)  Client agrees to microfilm all items submitted to Fiserv.
     (c)  Client agrees that all transactional  entries involving  tellers' cash
          tickets,  general ledger entries, or loan entries shall be in balance,
          and that  Fiserv may return to Client  unprocessed  any  transactional
          entries that are not in balance.
     (d)  Client  agrees to segregate all items into batches not to exceed 3" in
          depth and to  identify  each such  batch with a batch  header  meeting
          Fiserv specifications.
     (e)  From the items submitted to Fiserv, Fiserv shall retrieve such "on-us"
          information as may be necessary for the proper accounting of the items
          and shall  transmit this  information to Client's  account  processing
          servicer through  telephone lines or by such other means as Fiserv may
          from time to time deem appropriate.
     (f)  Client authorizes  Fiserv to create ledger suspense  entries,  deposit
          corrections, or other such entries to balance transactions, except for
          those  transactions  outlined in  sub-paragraph  (c) above,  as may be
          necessary to the efficient processing of the items.
     (g)  Unless otherwise agreed in writing, Fiserv will not check signatures.
     (h)  After Fiserv has completed the process of retrieving and  transmitting
          to Client's account processing servicer the information  necessary for
          processing,  all items not drawn against Client shall be forwarded for
          collection to the Federal Reserve Bank or to such correspondent  banks
          as Client may reasonably designate in writing to Fiserv.
     (i)  As agreed by Fiserv and Client,  all items drawn against  Client shall
          be:  (i)  stored by Fiserv and  returned  to Client at each  statement
          cycle date; (ii) stored by Fiserv for future statement  rendering;  or
          (iii) returned to Client.
     (j)  All internally  generated items shall be returned to Client or held by
          Fiserv in accordance with Client's written instructions.

     3.  ENCODING:  Fiserv  will encode the dollar  amount on all items  needing
         --------
encoding and presented to Fiserv as part of the PROOF function described above.

     (a)  Fiserv may encode additional fields, such as account numbers,  deposit
          ticket  totals,  or  other  items as  specified  by  Client.  Any such
          encoding will be according to terms agreed to by Fiserv.

     4. EXCEPTION ITEM PROCESSING:  One day after receipt of items,  Fiserv will
        -------------------------
perform an automated  exception  item pull for all items  identified by Client's
account processing system for exception pull (NSF's,  holds,  large dollars,  or
other criteria mutually agreed to by Client and Fiserv).

     (a)  Client's  account  processing  servicer will provide an exception item
          file to Fiserv after posting and updating of customer  accounts and on
          a mutually agreed schedule.

     (b)  Fiserv will either  reject or pay exception  items in accordance  with
          instructions,   either  written  or  oral,  from  Client's  authorized
          officer(s)  or  employee(s).


                                       17
<PAGE>
     (c)  In the event no instructions are received, Fiserv will follow Client's
          standing orders for  exceptions,  which will be provided in writing by
          Client.
     (d)  For items to be returned, Fiserv will: (i) stamp and qualify the items
          and return them to the Federal  Reserve  Bank;  or (ii) provide  other
          services as agreed by Fiserv and Client.

     5. STATEMENT  RENDERING:  Fiserv will store all checks,  drafts,  and other
        --------------------
orders for the payment of money drawn against accounts at Client. At each Client
account cycle date,  Fiserv will sort the items by account,  match them with the
monthly account statement, and mail them to the statement address.

     (a)  Client will  arrange for delivery of account  statements  to Fiserv at
          Client's cost.
     (b)  Fiserv will add inserts to statements upon instructions from Client.
     (c)  Fiserv will apply proper postage, which will be pre-paid monthly on an
          estimated basis.
     (d)  Fiserv may, at its expense, arrange for statements to be pre-sorted to
          reduce postage costs.  In such event,  Client will be billed  standard
          postage charges.

     6. COURIER SERVICES: Client is responsible for the provision of all courier
        ----------------
services except as noted below.

     (a)  Fiserv will provide,  at its cost,  standard  scheduled  trips between
          Fiserv  and:   (i)  the   Federal   Reserve   Bank;   and  (ii)  local
          clearinghouse.
     (b)  Client  will  provide,  at  its  cost,  all  other  courier  services,
          including  delivery  of items  from its  branches  to  Fiserv  and the
          delivery of all items from Fiserv to Client.
     (c)  Client will either provide necessary courier services or contract with
          a third  party for these  courier  services.  Client  will be invoiced
          directly for any such third party services.
     (d)  If requested by Client and agreed to in writing by Fiserv,  Fiserv may
          provide courier  services,  either with Fiserv  personnel or through a
          third party  provider  under  contract to Fiserv.  In the event Fiserv
          provides courier services:

          (i)  Client  shall pay  Fiserv  for such  courier  services  at a rate
               agreed to by the parties; and
          (ii) Client   agrees  that   Fiserv   shall  have  no   liability   or
               responsibility  for items being  transported  under such  courier
               services until such items have reached Fiserv premises.


                                       18
<PAGE>
                                                                   Exhibit B - 2
                          Item Processing Services Fees
                          -----------------------------

      Fiserv will provide Client with the following Item Processing Services for
the fees and prices indicated:


                              [Fee Table Omitted]


                                       19
<PAGE>

                              [Fee Table Omitted]


                                       20
<PAGE>

                              [Fee Table Omitted]


                                       21
<PAGE>

                              [Fee Table Omitted]


                                       22
<PAGE>

                                                                   Exhibit B - 3
                              Performance Standards
                              ---------------------
<TABLE>
<CAPTION>
      ---------------------------------------------------------------------------------------------------------------
                  MEASURE               RESPONSIBILITY                      STANDARD                        GOAL
      ---------------------------------------------------------------------------------------------------------------
      <S>                               <C>             <C>                                                  <C>

      Delivery of branch work to        Client           60% by [6:00 PM]                                    90%
      Fiserv
                                                         100% by [8:00 PM]
      ---------------------------------------------------------------------------------------------------------------
      Encoding and proof of deposit     Fiserv           No holdover, with cutoff in time to meet            95%
                                                         transmission standard
      ---------------------------------------------------------------------------------------------------------------
      Process transit items             Fiserv           Meet all applicable deadlines                       95%
      ---------------------------------------------------------------------------------------------------------------
      Capture and transmission of       Fiserv           Transmission by [2:00] AM next day                  95%
      items (inclearing and branch
      deposits)
      ---------------------------------------------------------------------------------------------------------------
      Notification of return items      Client           Transmission to Fiserv by [11:00 AM] next day       95%
      ---------------------------------------------------------------------------------------------------------------
      Process return items              Fiserv           Meet all applicable deadlines                       95%
      ---------------------------------------------------------------------------------------------------------------
      Response to standard photocopy    Fiserv           48 hours                                            95%
      request
      ---------------------------------------------------------------------------------------------------------------
      Statement processing -            Fiserv           Within 3 full business days of receipt of           95%
      turnaround                                         statements and checks (4 business at end of
                                                         month)
      ---------------------------------------------------------------------------------------------------------------
      Statement processing - quality    Fiserv           Less than 0.1% statements with errors               95%
      ---------------------------------------------------------------------------------------------------------------

</TABLE>


                                       23
<PAGE>


                                                                       Exhibit C
                                  EFT Services
                                  ------------

     Client agrees with Fiserv as follows:

     1. Services.  Fiserv will provide Client the EFT Services ("EFT  Services")
        --------
specified in Exhibit C - 1.

     2. Network Support  Services.  Fiserv will provide Network Support Services
        -------------------------
(monitoring,   service,  and  maintenance  for  equipment)  in  accordance  with
instructions  supplied  by Client.  If any or all of the  communication  network
should fail, Fiserv or its designated agents will locate the problem and correct
any  malfunction  not associated  with equipment or circuits  provided by common
carriers.  If the problem is located in the  equipment or circuits of the common
carriers,  Fiserv will contact the common  carriers and request that the problem
be corrected.  Maintenance  Fees incurred by Fiserv for repairs caused by Client
supplies  or  Client  controlled  factors,  such  as  faulty  electrical  parts,
inadequate  physical  facilities,  or physical  abuse,  shall be  reimbursed  by
Client.  Any other maintenance fees for causes resulting from Fiserv supplies or
controlled causes, shall not be charged to Client.

     3.  Fees.  Client  shall  pay  Fiserv  the fees and other  charges  for EFT
         ----
Services specified in Exhibit C - 2.

     4.  Responsibility for Accounts.  Client shall be responsible for balancing
         ---------------------------
its accounts each business day and notifying Fiserv immediately of any errors or
discrepancies.   Provided  that  Client  immediately   notifies  Fiserv  of  any
discrepancy in Client's  accounts,  Fiserv shall,  at its own expense,  promptly
recompute accounts affected by discrepancies  solely caused by the Fiserv System
or provide  for  another  mutually  agreeable  resolution.  Fiserv  will use its
commercially  reasonable  efforts to correct  errors  attributable  to Client or
other Client third party servicers.

     5. Reports. Fiserv will provide output reports to Client for daily, weekly,
        -------
monthly, and annual transactions.

     6. Backup Records.  Fiserv currently retains historical files at a location
        --------------
separate from the data center  sufficient to recreate  files for the most recent
week- and month-end.  A daily transaction log of all Client transactions for the
most recent ten business days will also be maintained at this location.

     7. Hours of  Operation.  EFT Services  will be available  for use by Client
        -------------------
during standard Fiserv business hours,  excluding company holidays, as specified
in Exhibit C - 3.

     8.  Performance  Standards.  EFT Services  shall be performed in accordance
         ----------------------
with the standards specified in Exhibit C - 4.

     9. Hardware.  (a) Client will obtain written  approval from Fiserv prior to
        --------
connecting any equipment to the data communication equipment provided by Fiserv.
Equipment, if any, connected to the Fiserv System must be configured in a manner
acceptable to Fiserv. Client agrees to pay Fiserv for the testing and acceptance
of such equipment by Fiserv at then current rates.

     (b) Client shall at all  reasonable  times permit  authorized  personnel of
Fiserv and equipment  manufacturers to have access to any Fiserv owned or leased
equipment  provided  hereunder,  and shall permit removal of such equipment upon
termination of this Exhibit.

     10.  Protection of Data.  Fiserv has developed an operations backup center,
          ------------------
for which  Client  has  agreed to pay the  charges  indicated  in Exhibit C - 2.
Fiserv  tests  the  procedure  periodically  to  ensure  compliance.  Copies  of
transactions files are maintained by Fiserv off premises in secured vaults.

     11.   Regulatory   Compliance.   (a)  Client  is  solely   responsible  for
           -----------------------
ascertaining that its use of EFT Services complies with all applicable state and
federal  statutory and  regulatory  requirements.  Fiserv  agrees,  however,  to
monitor  such  applicable  requirements,  and to make changes in EFT Services as
Fiserv believes is necessary to bring EFT Services into compliance.

     (b) Upon  the  written  request  of  Client  or a  governmental  regulatory
authority,  Fiserv shall make output available to such regulatory  authority for
purposes  of  Client  audits  and  supervisory  examinations.  Client  shall pay
Fiserv's then current rate(s) for any time devoted to such  examination,  audit,
consulting, or other similar related effort.

     12.  On-Line  Security.  Fiserv  will  provide  Client  access,  after  the
          -----------------
execution of appropriate "on-line" security measures, to allow Client to perform
Cardholder maintenance on Client Files in the Fiserv System.

     13. Network  Agreement.  Fiserv provides access to electronic fund transfer
         ------------------
networks for the purpose of  participating in the exchange of transactions on an
inter-network  basis.  Client may  participate  in such networks  subject to the
following terms and conditions:


                                       24
<PAGE>
     (a) Client  will enter into an  agreement  with each such  network in which
Client elects to participate, and will operate within and abide by the operating
rules  established by each such network,  and pay any associated fees imposed by
each such network;  and

     (b) The clearing of transactions and  reconciliation of payments will be in
accordance with settlement  procedures  established between Fiserv and each such
network.
================================================================================


                                       25
<PAGE>



                                                                   Exhibit C - 1

                                  EFT Services
                                  ------------

     Fiserv will provide Client the following EFT Services:

     1. On-Line  Host  Interface.  The  operational  environment  that allows an
        ------------------------
electronic transaction to be processed against a cardholder's account.

     2. ATM Driving/Monitoring. The process of providing an ATM with the on-line
        ----------------------
instructions  necessary to process  transactions  and  verifying  equipment  and
telephone operability.

     3.  Networks.  Those  regional or  national  ATM  associations  who provide
         --------
electronic access to financial  transactions for cardholders of member financial
institutions.  Acquirer networks will be  CIRRUS/MasterCard,  PLUS Duality/VISA,
NYCE, American Express, Discover and VISA Check.

     4.  DataStation.  Links  Client's IBM  compatible PC to the Fiserv  System,
         -----------
allowing Client to retrieve reports,  retrieve  transaction history, and perform
network adjustments.

     5. Card  Management.  An automated  system for plastic card  ordering,  pin
        ---------------
ordering,  card re-issue tracking,  and "Hot Carding",  accessible to Client via
On-Line Terminal Dial-Up PC or Batch Processing.

     6. Microfiche. Daily, weekly, and monthly reports.
        ----------

     7. Transmissions.   Transactions reports and settlement information  trans-
        -------------
mitted to Client's host data processing system.

     8. Business Continuity. Fiserv's disaster recovery program.
        ------------------

     9. Telecommunications and Equipment.  ATM phone line and modems relevant to
        --------------------------------
driving and monitoring Client's ATMs.

     10.  Conversion  Date.  A 90 to 120 day  notification  will be given unless
          ----------------
changed by mutual agreement by Client and Fiserv.


                                       26
<PAGE>


                                                                   Exhibit C - 2
                                EFT Services Fees
                                -----------------

      Fiserv will  provide  Client the  following  EFT  Services at the fees and
prices indicated:


                              [Fee Table Omitted]


                                       27
<PAGE>


                              [Fee Table Omitted]


                                       28
<PAGE>

                                                                   Exhibit C - 4

                             Performance Standards
                             ---------------------

       If EFT Services are  available  less than 99% of any month  (exclusive of
       planned  downtime) as a result of an error or omission by Fiserv,  Fiserv
       shall credit the monthly fee payable by Client for that month by $250.00.
       If  availability is less than 98%, Fiserv shall credit the monthly fee by
       an  additional  sum of  $100.00.  Client  and  Fiserv  agree  that  these
       reductions  in fees  constitute a reasonable  and fair  estimation of the
       damages  arising to Client  from such  non-availability  of EFT  Services
       during such time.  This credit is in  addition to remedies  available  to
       Client in the Agreement.  Fiserv shall not be responsible  for any delays
       or  interruptions  in EFT Services that may be caused by common carriers,
       or by other causes beyond Fiserv's control.


                                       29
<PAGE>


                                                                       Exhibit D

                                  Card Services
                                  -------------

     Client agrees with Fiserv Solutions, Inc. d/b/a Personix as follows:

     1. Services. Personix will provide Client the Card and Fulfillment Services
        --------
("Card Services") specified in Exhibit D - 1.

     2. Fees. Client shall pay Personix fees and other charges for Card Services
        ----
specified in Exhibit D - 2.

     3. Reports.  Personix will provide output reports to Client as specified in
        -------
Exhibit D - 1.

     4. Software.  Personix will license  software to Client in accordance  with
        --------
the license agreement constituting Exhibit D - 3.

     4.  Performance  Standards.  Card Services shall be performed in accordance
         ----------------------
with the standards specified in Exhibit D - 4.

     5. Protection of Data.  Personix has developed an operations backup center,
        ------------------
for which  Client  has  agreed to pay the  charges  indicated  in Exhibit D - 2.
Personix  tests  the  procedure  periodically  to ensure  compliance.  Copies of
transactions files are maintained by Personix off premises in secured vaults.

     6. Regulatory Compliance. (a) Client is solely responsible for ascertaining
        ---------------------
that its use of Card  Services  complies with all  applicable  state and federal
statutory and regulatory requirements.

     (b) Upon  the  written  request  of  Client  or a  governmental  regulatory
authority, Personix shall make output available to such regulatory authority for
purposes of Client audits. Client shall pay Personix's then current rate for any
time devoted to such audit, consulting, or other similar related effort.

     7. On-Line Security.  Personix will provide access to the Client, after the
        ----------------
execution of appropriate "on-line" security measures, to allow Client to perform
cardholder maintenance on Client Files in the Fiserv System.


================================================================================

                                       30
<PAGE>


                                                                   Exhibit D - 1

                          Description of Card Services
                          ----------------------------

Card Services  shall include card  services,  statement  rendering,  new account
fulfillment,  and inventory  management.  At each Client account cycle, Personix
shall  produce  customer  account  statements  and  mail  them to the  statement
address. Personix shall add inserts to statements upon instructions from Client.
Personix shall apply proper  postage,  which charges shall be posted to Client's
account and be charged on a monthly basis. This will include  presorting of mail
commingled with other mailings from Personix to provide maximum postal discounts
for  automation  and  bar-coding,  and will include an  allocation  for residual
postage.  Personix  shall present both single and combined  statements and shall
make such statements available both on paper and online.

CARD FULFILLMENT SERVICES
-------------------------

ATM and Debit card production  will be managed under the guidelines  established
by Visa and  MasterCard  as  validated  in an annual  audit  performed  by those
associations.

Basic Services

     a)   Receive daily data file from Fiserv
     b)   Process file to create machine ready output file
     c)   Perform Card personalization (emboss up to three lines)
     d)   Encode magnetic stripe to ISO/ANSI specifications
     e)   Personalize  card  carrier  with name and  address,  simple  marketing
          message
     f)   Application of activation label as defined by Client
     g)   Match and merge card(s) to carrier
     h)   Provide Bell & Howell compatible inserts
     i)   Insert carrier and inserts into envelope
     j)   Seal and meter envelope for mailing
     k)   Presort and barcode envelopes
     l)   Deliver to USPS for mailing

PIN Mailer
     a)   Receive daily data file from Fiserv
     b)   Process file,  calculate PIN offset,  and create  machine ready output
          file; decrypt Internet banking password
     c)   Print PIN Mailer on secure form
     d)   Mail  based on  Client-established  timeframe  after  cards are mailed
          (typically 2 business days)

LASER FULFILLMENT SERVICES
--------------------------

Print output will be composed based on Client's specifications and will be based
on the contents of data file(s) received from Fiserv.

Basic Services
     a)   Receive daily data file from Fiserv
     b)   Process file to create print-ready output
     c)   Letter/Statement Personalization (based on kit descriptions)
     d)   Provide Bell & Howell compatible inserts
     e)   Insert documents and inserts into envelope
     f)   Seal and meter envelope for mailing
     g)   Presort and bar code envelopes
     h)   Deliver to USPS for mailing

INVENTORY MANAGEMENT
--------------------

Personix  will  establish  catalog  numbers  for  all  inventory  to be  used in
production
     a)   Items will be coded with max and min quantities and reorder points
     b)   Monthly  inventory  status  reports  for all catalog  numbers  will be
          provided to Client




                                       31
<PAGE>

SECURITY
--------
1)   Personix will produce card output under the security guidelines of Visa and
     MasterCard  and  undergo  an  annual  review  and  certification  by  those
     associations
2)   Personix will provide online access to JETS (Job Entry Tracking System) for
     the purposes of access to:
     a)   Status of job completion and mailing
     b)   Daily Historical Job Summary
     c)   Status of Inventory
3)   Personix shall provide backup data services in accordance  with the pricing
     set forth in Exhibit D - 2, and shall test the procedures  periodically  to
     ensure compliance.  Copies of transaction files are maintained off premises
     in secured vaults.


                                       32
<PAGE>


                                                                   Exhibit D - 2

                               Card Services Fees
                               ------------------


                              [Fee Table Omitted]


                                       33
<PAGE>

                              [Fee Table Omitted]


                                       34
<PAGE>

                                                                   Exhibit D - 3

                           SOFTWARE LICENSE AGREEMENT
                           --------------------------

PLEASE READ THE FOLLOWING  TERMS AND  CONDITIONS  BEFORE USING THE JOB ENTRY AND
TRACKING SYSTEM (JETS) SOFTWARE.  YOUR USE OF THE JETS CONSTITUTES ACCEPTANCE OF
THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE  AGREEMENT (SLA).  RETAIN THIS
COPY FOR YOUR RECORDS.

This software license  agreement is a legal agreement  between you and Personix.
By using the software,  you are agreeing to be bound by the terms and conditions
of this  SLA.  If you do not  agree to the  terms  and  conditions  of this SLA,
promptly  return  the JETS  documentation  and/or  other  items to the place you
obtained them for a full refund.

================================================================================


GRANT OF LICENSE

This SLA  permits  you to use 1 copy of  software  program(s)  included  in this
package and any accompanying  documentation  and items  ("Software") on a single
computer.  Software is in "use" on a computer  when it is loaded into  temporary
memory  or  installed   into  permanent   memory  of  that  computer.   However,
installation  on a network server for the sole purpose of internal  distribution
shall not constitute  "use" for which a separate  license is required,  provided
you have a separate  license for each computer to which Software is distributed.
You agree that access to  Software  shall be given only to your  employees  on a
need to know basis,  and only after  informing  such  employees of the terms and
conditions  relative to the use and  disclosure  of  Software  and cause them to
adhere to all such terms and conditions.

COPYRIGHT

Software  (including  any images,  "applets",  photographs,  animations,  video,
audio,  music, and text  incorporated into the Software) is owned by Personix or
its suppliers and is protected by United States copyright laws and international
treaty provisions and all other applicable  national laws.  Therefore,  you must
treat  Software  like any other  copyrighted  material  (e.g.  a book or musical
recording)  except that you may transfer Software to a single hard disk provided
you keep the original solely for backup or archival purposes.

OTHER RESTRICTIONS

You may not:
     (a) make  additional  copies of  Software  except for 1 archival or back-up
copy;  provided,  that it shall contain the proprietary rights notice affixed to
the original;
     (b)  provide  use of  Software  in a computer  service  business,  network,
timesharing,  interactive  cable  television,  multiple  CPU  or  multiple  user
arrangement,  or otherwise  disclose or allow  Software to be used by or for the
benefit of any third party;
     (c) alter,  decompile,  disassemble,  reverse engineer, or otherwise modify
Software and/or merge Software with another software product or program;
     (d) convey any rights of use or  otherwise  in or to  Software to any third
party;
     (e) make any Software translations;
     (f) make telecommunications or data transmissions of Software; or
     (g) remove any  copyright  or  proprietary  rights  notices  placed upon or
within Software.

TERM AND TERMINATION

This SLA shall remain in effect until terminated.  You may terminate this SLA at
any time by  returning  Software  (together  with all  Software  copies) and its
accompanying   documentation  to  Personix.  This  SLA  shall  be  automatically
terminated  upon your failure to comply with any of the terms or  conditions  of
this SLA. In the even of such termination, you shall promptly return or destroy,
and delete from all computer processors,  all copies of Software, and certify in
writing that all such copies have been returned or deleted and/or destroyed.

WARRANTIES

PERSONIX WARRANTS THAT IT HAS THE RIGHT TO LICENSE THE SOFTWARE TO YOU. PERSONIX
DOES NOT  WARRANT  THAT THE  FUNCTIONS  CONTAINED  IN  SOFTWARE  SHALL MEET YOUR
REQUIREMENTS OR THAT SOFTWARE  OPERATIONS  SHALL BE UNINTERRUPTED OR ERROR FREE.
THE FOREGOING  WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,  EXPRESS OR IMPLIED,
INCLUDING,  BUT NOT LIMITED TO, THE IMPLIED  WARRANTIES OF  MERCHANTABILITY  AND
FITNESS FOR A PARTICULAR PURPOSE.  THE ENTIRE RISK AS TO QUALITY AND PERFORMANCE
OF SOFTWARE IS WITH YOU. PERSONIX DISCLAIMS ANY OTHER WARRANTIES.  THIS WARRANTY
IS IN LIEU OF ALL  LIABILITIES  FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH
SOFTWARE USE.


                                       35
<PAGE>

LIMITATION OF LIABILITY

IN NO EVENT SHALL  PERSONIX  HAVE ANY  LIABILITY  FOR LOSS OF  GOODWILL,  OR FOR
SPECIAL, CONSEQUENTIAL,  INDIRECT, OR INCIDENTAL DAMAGES, WHETHER IN CONTRACT OR
TORT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TITLE AND CONFIDENTIALITY

You shall have no rights to Software or any copies thereof, except for the right
to use Software as described in this  Agreement.  Title and ownership  rights to
Software  (including  patent,  copyright,  trade secret,  and other intellectual
property rights contained therein) shall remain with Personix or its suppliers.

This SLA shall be governed by and construed in  accordance  with the laws of the
State of Wisconsin,  U.S.A.  without giving effect to its provisions relating to
conflict of laws.

U.S. GOVERNMENT RESTRICTED RIGHTS

Software is provided with RESTRICTED RIGHTS. Use, duplication,  or disclosure by
the  United  States  Government  is  subject  to  restrictions  as set  fort  in
subparagraph  (c)(1)(ii) of The Rights in Technical  Data and Computer  Software
clause at DFARS  252.227-7013 or subparagraphs  (c)(1) and (2) of the Commercial
Computer  Software --  Restricted  Rights at 48 CFR  52.227-19,  as  applicable.
Manufacturer  is Fiserv  Solutions,  Inc.  d/b/a/  Personix,  13100 N. Promenade
Blvd., Stafford, TX 77477.


                                       36
<PAGE>

                                                                   Exhibit D - 4

                              Performance Standards
                              ---------------------

In the  performance of Card Services  under this Exhibit,  Personix shall comply
with the  following  performance  standards  relating  to  turn-around  time and
quality.

CARD FULFILLMENT TURNTIME COMMITMENT:                3 business days

LASER FULFILLMENT TURNTIME COMMITMENT:               3 business days

DAILY FULFILLMENT COMMITMENT:                        120% of the rolling 3 month
                                                     daily average

Files received before 9:00 a.m.  Central Time shall be considered  received that
day and files received after 9:00 a.m. Central Time will be considered  received
the following  business day. The day Personix  delivers the cards to the presort
vendor shall constitute the mail date.

The foregoing  Turnaround  Times shall not apply with respect to cards requested
by Client on a specific  day that exceed the Daily  Fulfillment  Commitment.  If
Client  exceeds the Daily  Fulfillment  Commitment as it relates to future daily
files,  files will be produced and completed in the order  received.  All excess
volumes will be applied towards the following business day's daily commitment.

NOTE: Business days are Monday through Friday,  excluding  Personix's  holidays:
----
New Years Day, Memorial Day,  Independence Day, Labor Day, Thanksgiving Day, Day
after  Thanksgiving and Christmas Day. Personix will make available Saturday and
Sunday for production purposes.  However, this will be managed at a premium rate
to assist with costs  associated  with  overtime  labor and weekend  maintenance
coverage.

QUALITY
-------

Errors are categorized as critical versus non-critical errors.

a)    Critical Errors
      i.   incorrect card stock used
      ii.  incorrect paper products used
      iii. incorrect data used as it relates to card  personalization and
           carrier personalization. This error is dependent on correct data
           received from Client

b)    Non critical errors (do not constitute an error)
      i.   inserts in incorrect order
      ii.  failure to include an insert

In the case of a critical error, Personix will provide Client with the number of
members  affected and identify  which members were affected  within a 2 business
day timeframe from receipt of notice from Client.

In  addition  to the  foregoing,  Client  shall in no event be  billed  the unit
processing costs for any kits that do not meet the foregoing quality  standards.
If the  quality  error  results  in the need  for a  reissue  of the  identified
card(s),  Personix will be responsible for all cost(s) related to the reissuance
of the  identified  card(s) (ie,  unit  processing,  materials,  postage  and/or
freight).

                                    PENALTIES
                                    ---------

In the event, that in any calendar month during the term hereof,  Personix fails
to achieve the foregoing  performance  standards with respect to at least 96% of
the cards  Personix  is  obligated  under the terms  hereof to process  and mail
during such  calendar  month,  then Client will be credited  the number of cards
times 25% of the unit processing cost.  Client will still be responsible for the
costs associated with the materials and related postage/freight.

                                       37
<PAGE>

The  foregoing  penalties  shall be credited  within 30 business days of written
notification by Client and shall be creditable  against further  invoices in the
event Personix shall fail to make such payment within such period.

                               CLIENT REQUIREMENTS
                               -------------------

CLIENT  SUPPLIED   MATERIALS  -  Client  supplying  own  materials   related  to
fulfillment  will be Client's  responsibility  as it relates to quality  issues.
Personix will supply  specifications of the equipment to be utilized.  If issues
do arise form the quality of Client supplied  materials,  all original turn time
commitments  will be adjusted.  Personix will make "best effort" to  accommodate
the original  dates  requested,  but Personix  will not be held to any penalties
related to turn time and quality.

POSTAGE  DEPOSIT  (SPECIAL  PROJECTS) - Client  shall  establish  and maintain a
postage  deposit  account  with  Personix.  This  deposit  will be  equal to the
estimated  number of envelopes  multiplied by the anticipated  postal rates plus
10%. In  addition,  Client shall be invoiced at the prior to the first mail date
for postage equal to 2 months of estimated postage dollars. Postage will be paid
directly from these funds and Personix will issue  monthly  invoices  equal to 1
month postage dollars for replenishment purposes.

POSTAGE  DEPOSIT  (DAILY  FULFILLMENT)  - Client shall  establish and maintain a
postage deposit account with Personix. This deposit will be equal to 2 months of
postage dollars.  These monies will be held on reserve to avoid any interruption
in service  due to lack of postage  funds on account for  Client.  In  addition,
Client  shall be invoiced  prior to the first mail date for  postage  equal to 2
months of estimated  postage  dollars.  Postage will be paid directly from these
funds and Personix will issue monthly  invoices equal to 1 month postage dollars
for replenishment purposes.


                                       38
<PAGE>


                                                                       Exhibit E

                        Material Purchased Through Fiserv
                        ---------------------------------

     Client agrees to purchase, and Fiserv agrees to sell, hardware and software
licenses on the terms and subject to the conditions set forth below:

     1. Equipment. Hardware and software licenses being purchased through Fiserv
        ---------
are described in each Exhibit E - n ("Material"). Client understands that Fiserv
is acting as an independent sales organization representing each manufacturer or
supplier (each, a "Supplier") identified in each Exhibit E - n.

     2.  Payment.  Client  shall pay Fiserv 50% of the total price for  Material
         -------
specified  in each  Exhibit E - n upon  execution  of such  Exhibit and 50% upon
delivery of Material to the site or sites designated by Client on each Exhibit E
- n  (collectively,  "Installation  Site").  Client shall be responsible for all
freight charges associated with shipment of Material from Supplier or Fiserv, as
the case may be, to the Installation Site. In the event of any price increase by
a Supplier, Fiserv shall accordingly increase the prices for Material.

     3. Fiserv Obligations.  Client also understands and agrees that the ability
        ------------------
of Fiserv to obtain  Material may be subject to  availability  and delays due to
causes beyond Fiserv's control. Fiserv shall promptly place any orders submitted
under this Exhibit with each Supplier and shall, at Client's direction,  request
expedited delivery whenever available.

     4.  Insurance.   Client  shall  be  responsible  for  appropriate  property
         ---------
insurance  for all  equipment,  whether  Client-owned  or  Fiserv-owned,  within
Client's premises.

     5. Delivery and  Installation.  (a) Delivery.  On Client's  behalf,  Fiserv
        --------------------------       --------
shall arrange for delivery of Material to the Installation  Site on or about the
date  requested  by  Client  ("Delivery  Date").  In  the  absence  of  shipping
instructions, Fiserv shall select a common carrier on Client's behalf.

     (b) Installation. Fiserv shall arrange for the installation of the items of
         ------------
Material in consideration of the Installation Fees listed on each Exhibit E - n.
Client shall not perform any  installation  activities  without Fiserv's written
consent.  Fiserv or its designee shall have full and free access to Material and
the  Installation   Site  until   installation  is  completed.   If  a  suitable
installation  environment  is not  provided  by  Client,  then  Fiserv  shall be
required to perform only as many normal  installation  procedures as it deems to
be practicable  within the available  facilities.  Installation of Material will
take place during normal Fiserv business hours, Monday through Friday, exclusive
of Fiserv holidays, unless otherwise agreed by Fiserv.

     (c) Installation Environment.  Client shall provide a suitable installation
         ------------------------
environment  for  Material as  specified by Fiserv or its agents and any and all
other  specifications  provided to Client by Supplier or Fiserv.  Unless  Fiserv
agrees to so provide,  Client shall also be  responsible  for (i) furnishing all
labor  required for unpacking and placing  Material in the desired  location for
installation;  and (ii) physical planning  including,  but not limited to, floor
planning,  cable  requirements,  and safety  requirements in accordance with the
installation manual and any and all applicable  building,  electrical,  or other
codes,  regulations,  and  requirements.  All such  physical  planning  shall be
completed on or before the Delivery Date

     5.  Shipment  and Risk of Loss.  All prices shown on each Exhibit E - n are
         --------------------------
F.O.B. Supplier's plant. All transportation,  rigging,  drayage,  insurance, and
other costs of delivery  of Material to the  Installation  Site shall be paid by
Client. Risk of loss shall pass to Client upon shipment.

     6. Title to  Equipment.  Title to all hardware  items  comprising  Material
        -------------------
shall  remain with  Supplier or Fiserv,  as the case may be,  until all payments
therefor are made by Client and,  until such time,  Client  agrees that it shall
not sell, transfer,  pledge, or otherwise dispose of such items without Fiserv's
prior written consent.

     7. Security  Interest.  Client  grants  Fiserv a security  interest in each
        ------------------
component  part of Equipment and the proceeds  thereof until the purchase  price
due Fiserv is paid in full.  Client shall execute any  instruments  or documents
Fiserv deems  appropriate  to protect the security  interest  and, in any event,
this  Exhibit  shall  constitute  a  financing  agreement  within the meaning of
Article 9 of the Uniform Commercial Code and a copy of this Exhibit may be filed
at any time after signature by Fiserv as a financing statement for that purpose.
In the event of default in payment or other breach by Client,  Fiserv shall have
all rights and  remedies  of a secured  creditor  upon  default as  provided  by
applicable  law.  Fiserv  shall,  at its sole  expense,  file  releases  for any
financing  statements recorded pursuant to this Exhibit promptly upon receipt of
final payment.

     8. Acceptance.  Equipment shall be deemed to have been accepted when it has
        ----------
passed either Fiserv's or Supplier's standard  post-installation test procedures
at the Installation Site.

     9.  Warranties.  Fiserv  warrants  that Client will  acquire good and clear
         ----------
title to all hardware items comprising  Material free and clear of all liens and
encumbrances.  Fiserv  hereby  assigns to Client  all  warranties  Supplier  has
granted to Fiserv with  respect to Material as set forth on each  Exhibit E - n.


                                       39
<PAGE>
Client  hereby  agrees to all of the terms and  conditions  applicable  to those
warranties and acknowledges that:

     (i)  neither  Supplier  nor Fiserv  warrants  that use of Material  will be
          uninterrupted or error free; and

     (ii) Supplier's warranties, and the assignment of such warranties by Fiserv
          to  Client,  shall not  impose  any  liability  on  Fiserv  due to the
          services  or  assistance  provided  to Client by Fiserv  with  respect
          thereto.

================================================================================


                                       40
<PAGE>


                                                                   Exhibit E - 1

                         Material, Supplier, and Prices
                         ------------------------------

Material                 Manufacturer and/or Supplier                     Price
--------                 ----------------------------                     -----





















                           Installation Sites and Fees
                           ---------------------------
















      IN WITNESS  WHEREOF,  the parties hereto have caused this Exhibit E - 1 to
the Agreement to be executed by their duly authorized  representatives as of the
date indicated below.


eZ Bancorp, Inc.                            Fiserv Solutions, Inc.



By ______________________________________   By ________________________________
Name ____________________________________   Name ______________________________
Title ___________________________________   Title______________________________
Date ____________________________________   Date ______________________________



                                       41
<PAGE>


                                                                       Exhibit F

                                Software Products
                                -----------------

WHEREAS, Fiserv is the licensor of Software (as defined below), and

WHEREAS,  Client wishes to install and Use (as hereinafter  defined) Software in
Client's premises.

NOW, THEREFORE, the parties hereto agree as follows:

================================================================================

1.    DEFINITION OF TERMS

1.1  'Computer  System' means the  manufacturer-supplied  equipment and software
     identified on each Exhibit F - n.

1.2  'Documentation' means the Software documentation  specified on each Exhibit
     F - n.

1.3  'Enhancements'  means  modifications  made to  Software  that  add  program
     features or  functions  not  originally  within the  Software  and that are
     provided upon payment of additional License Fees. Fiserv reserves the right
     to determine which changes are upgrades or separately priced enhancements.

1.4  'Location' means only the premises identified on each Exhibit F - n.

1.6  'Maintenance  Fee' means the annual fee specified in each Exhibit F - n for
     Maintenance Services.

1.7  'Maintenance  Services' means maintenance  services  described in Section 4
     below.  Maintenance Services are available only with respect to the current
     release of Software.

1.8  'Non-conformity'  means a failure of  Software  to  perform in  substantial
     accordance functions described in the Documentation.

1.9  'Operational  Support' means optional Fiserv services available,  at Client
     request, to support Client's Software operation.  Operational Support shall
     only be available if Client is receiving Maintenance Services.

1.10 'Professional  Service Fees' means fees specified in each Exhibit F - n for
     professional services provided by Fiserv.

1.11 'Software' means the standard, unmodified computer programs in object code,
     unless otherwise  specified on each Exhibit F - n, together with one set of
     Fiserv  standard   documentation.   Software  does  not  include  separate,
     independent,   and  stand-alone  modules  or  subsystems  that  Client  has
     developed and maintained without Fiserv's assistance.

1.12 'Software System' means the Software and Third Party Software.

1.13 'Third  Party'  means  any  party  other  than  Fiserv,  Client,  and their
     respective employees, agents, and subcontractors.

1.15 'Third Party Software'  means software  provided by Fiserv that is owned or
     licensed by Third Parties as identified on each Exhibit F - n.

1.16 'Total License Fee' means the total sum specified in each Exhibit F - n for
     Software. Any fees for modifications,  enhancements, upgrades, or additions
     to Software are excluded from this Exhibit unless otherwise specified.

1.17 'Upgrades'  means  changes made to maintain  compatibility  with new system
     software releases or to improve previously existing features and operations
     within Software. This primarily includes Software program fixes.

1.18 'Use' means  copying or loading any portion of Software  from storage units
     or media into any equipment for the processing of data by Software,  or the
     operation of any procedure or machine instruction  utilizing any portion of
     either  the  computer  program  or  instructional  material  supplied  with
     Software at the Location. Use is limited to type of operations described in
     Fiserv  documentation solely to process Client's own work. Use specifically
     excludes any service bureau or time-share services to Third Parties without
     prior written consent by Fiserv and payment by Client of additional fees in
     accordance with mutually agreed terms.

2.    LICENSE

2.1  Fiserv agrees to furnish Software to Client and does hereby grant to Client
     a personal,  non-exclusive,  nontransferable License to Use Software at the
     Location on the designated Computer System.

                                       42
<PAGE>
2.2  Client may change  the  Location  in the event  Client  transfers  its data
     processing  department to a new location  within the same  country.  Client
     will provide Fiserv with 60 days advance notice of any proposed transfer of
     operations.   Assistance  by  Fiserv  related  to  the  transfer  shall  be
     chargeable  at Fiserv's then current  professional  service  rates.  Client
     shall reimburse Fiserv for any out-of-pocket expenses.

2.3  Fiserv  prohibits the copying of any portions of the Software System except
     that  Client  may  copy  reasonable  quantities  of any  standard  end user
     documentation;  and may copy machine language code, in whole or in part, in
     reasonable quantities,  in printed or electronic form, for use by Client at
     the Location for archive,  back-up,  or emergency restart  purposes,  or to
     replace  copy made on  defective  media.  The  original,  and any copies of
     Software, or any part thereof, shall be Fiserv's property.

2.4. Client shall  maintain any such copies and the original at the Location and
     one  Client  archive  site in the same  country.  Client may  transport  or
     transmit  a copy of  Software  from the  Location  or the  Archive  Site to
     another  location in the same  country as the Location for back-up use when
     required by Computer System malfunction, provided that the copy or original
     is  destroyed  or  returned  to the  Location  or  Archive  Site  when  the
     malfunction  is  corrected.  Client shall  reproduce  and include  Fiserv's
     copyright and other proprietary notices on all Software System copies made,
     in whole or in part, in any form.

2.5  Client shall not decompile,  disassemble, or otherwise reverse engineer the
     Software System.

2.6  Third Party Software is provided to Client under the following supplemental
     terms:

     (i)  Use of Third Party  Software shall be restricted to use as part of the
          Software System.
     (ii) Third  Party  Software  owners  shall not be liable  for any  damages,
          whether direct,  indirect,  incidental,  or consequential arising from
          the use of Third Party Software.
     (iii)Publication  of benchmark  tests of Third Party  Software is permitted
          only in a writing  signed by an  authorized  officer of Fiserv and the
          Third Party Software owner.
     (iv) Third  Party  Software  owners are hereby  designated  as third  party
          beneficiaries of this Exhibit as it relates to their software.
     (v)  Third Party Software is not  specifically  developed,  or licensed for
          use in any nuclear,  aviation, mass transit, or medical application or
          in any inherently dangerous applications.  Third Party Software owners
          and Fiserv shall not be liable for any claims or damages  arising from
          such use if Client uses the Software System for such applications.

2.7  Client shall  obtain and  maintain at its own expense such data  processing
     and   communications   equipment  and  supplies  as  may  be  necessary  or
     appropriate to facilitate the proper use of the Software System.

3.   PROFESSIONAL SERVICES TERMS

3.1  Fiserv  agrees to  provide  Client  with  access to  Fiserv's  professional
     personnel at the rates identified in the Professional Services Fee table in
     each  Exhibit F - n and in  accordance  with the terms and  conditions  set
     forth in Exhibit J.  Modifications  to the  Software  shall be  rendered as
     Development Services in accordance with Exhibit I.

3.2  Operational Support. If requested by Client and if applicable,  and subject
     -------------------
     to  a  mutually  agreed  upon  implementation,  Fiserv  agrees  to  provide
     Operational  Support at the rates  specified  in  Exhibit F - n.  Operation
     Support may include the following services:

      (i)  Operational Support Services
           -  Warehouse Server System Administration
           -  Analysis Server System Administration
           -  Database Administration
           -  InformEnt Administration
      (ii) Design and Planning Services
           -  Warehouse Server
           -  Analysis Server

4.    MAINTENANCE SERVICES TERMS

4.1  Fiserv will provide the following maintenance services to Client:

     (i)  Up to 20 hours per month for telephone  support during normal business
          hours for reasonable  operator support.  For telephone support over 20
          hours or not during  normal  business  hours,  Client  will be charged
          Fiserv's then standard professional service rates.
     (ii) On-site  support,  when  requested  by  Client,  will be  provided  at
          Fiserv's then standard professional service rates.
     (iii)Software  program fixes to correct Software  Non-conformities  for the
          current  release will be provided  within a reasonable  period of time
          upon notice by Client. Client agrees to provide Fiserv


                                       43
<PAGE>

          with reasonable assistance and information in connection therewith.
     (iv) Software updates will be provided to Client.
     (v)  Training  for updates  may be offered to Client at  Fiserv's  standard
          professional  service  rates.  If such  training is  conducted  at the
          Location or other Client site,  Client agrees to reimburse  Fiserv for
          its reasonable travel and out-of-pocket expenses.

4.2  The  term  for  Maintenance  Services  shall  begin  upon  the  earlier  of
     installation  or  90  days  from  Software  delivery  and  shall  end  upon
     termination of this Agreement.

4.3  Fiserv may utilize remote  diagnostic  software and dial-up telephone lines
     in providing  these  services.  Client shall cooperate and assist Fiserv to
     expedite resolution of all Non-conformities.

4.4  Should  Fiserv's  review  of  the  Non-conformity   indicate,  in  Fiserv's
     reasonable opinion,  that the reported problem is not a Software defect but
     is due to other  problems  including,  but not  limited  to,  input  not in
     accordance  with  specifications,  Client's abuse or misuse of the Software
     System,  or by a  modification  or  addition  to the  Software  System  not
     performed  by Fiserv,  or by  Client's  failure to  properly  maintain  the
     Computer  System or to install  the  required  system  software  release as
     instructed by Fiserv, then:

     (i)  Client  agrees  to  reimburse  Fiserv  for the  related  costs of work
          performed  by Fiserv in  investigating  the problem at  Fiserv's  then
          standard professional service rates, and
     (ii) Fiserv,  at Client's  request,  shall advise Client whether Fiserv can
          correct or assist in resolving such problem, and the terms under which
          Fiserv shall  undertake the same.  Upon written  acceptance by Client,
          Fiserv shall  correct or assist in resolving the problem in accordance
          with such terms.

4.5  Maintenance  Fees shall be subject to annual  increases on the  anniversary
     date of this Agreement upon 30 days written notice to Client.

4.6  Network-related   problems  are  not  covered  under  Fiserv's  Maintenance
     Service.  In the event Fiserv does provide such  service,  Client agrees to
     pay Fiserv's then standard professional service rates.

4.7  Maintenance  services in addition to those specified in this Section may be
     made  available at Fiserv's then standard  professional  service rates on a
     mutually agreed schedule.

5.   EQUIPMENT TERMS

5.1  Client agrees to purchase,  and Fiserv agrees to sell, the Computer  System
     described  in  Exhibit  F - n in  accordance  with the terms  specified  in
     Exhibit E. Fiserv shall arrange for  installation of the Computer System in
     consideration of the Installation Fees listed on Exhibit F - n.

5.2  Unless the parties agree otherwise, Fiserv shall not be responsible for the
     provision of any  maintenance  or repairs to the Computer  System or of any
     parts or replacements for the Computer System.

6.   PERFORMANCE

6.1  Client shall give Fiserv full access to the Location,  the Software System,
     and the Computer System to enable Fiserv to provide Services and shall make
     available  information,  facilities,  and services  reasonably  required by
     Fiserv for the performance of its obligations hereunder.

6.2  Work in  determining  the nature of any  problem or in making  corrections,
     amendments,  or  additions  to the  Software  System may be carried  out at
     Fiserv's site or the Location, at Fiserv's option.

6.3  Client agrees to maintain the Computer  System,  Software,  and Third Party
     Software  in  accordance  with  Fiserv's  then  current  specified  minimum
     configuration  during  the term  hereof,  or  contract  with  Fiserv  to so
     provide.

7.   WARRANTIES

7.1  Fiserv   warrants  that  Software  will  perform  in  accordance  with  its
     functional   specifications   when  operated  in  the  specified  operating
     environment  as  described  in  the  Documentation.   Fiserv  will  provide
     replacements or corrections to Software that does not so perform where such
     failure is material,  provided Fiserv is notified in writing. This warranty
     shall not apply if the problem is caused by  unauthorized  modification  to
     the Software  System,  use of the Software in combination  with  non-Fiserv
     provided  software,  or by  incorrect  Use.  Client  acknowledges  that the
     Software  System is designed to operate on the Computer System and that the
     warranties  given  by  Fiserv  are  conditional  upon the  procurement  and
     maintenance  by Client of the Computer  System in


                                       44
<PAGE>

     accordance with the then current specified configuration.

7.2  Fiserv warrants that it has the right to License the Use of Software.

7.3  Virus and Disabling Code Warranty.  Fiserv warrants that Software delivered
     ---------------------------------
     to Client does not knowingly contain any pre-programmed devices or viruses,
     worms,  trapdoors,  backdoors,  timers,  or clocks that would erase data or
     programming or otherwise  cause the Software to become  inoperable.  Fiserv
     warrants that the Software is free from any  disabling  code or device that
     may interfere with normal Software operations.

8.   INDEMNITY

8.1  Fiserv  shall  indemnify  Client and hold it harmless  against any claim or
     action  alleging Use of Software  infringes a patent,  copyright,  or other
     proprietary  right of a Third Party  enforceable  in the  Location.  Client
     agrees to notify  Fiserv  promptly  in writing of any such claim and grants
     Fiserv sole right to control the defense and disposition of such claim.

8.2  If, as a result of such  claim,  Fiserv or Client is  permanently  enjoined
     from using Software by a final,  non-appealable decree, Fiserv, at its sole
     option and expense, may (i) procure for Client the right to continue to use
     Software;  or (ii) provide a replacement or modification for Software so as
     to settle such claim. If Software  modification is not reasonably practical
     in Fiserv's  sole opinion,  Fiserv shall  discontinue  and  terminate  this
     License upon written  notice to Client and shall refund to Client the Total
     License Fees paid to Fiserv. In making this determination, Fiserv will give
     due consideration to all factors, including financial expense.

8.3  The foregoing  states Fiserv's entire liability for the infringement of any
     copyrights,  patents,  or other proprietary  rights by Software or any part
     thereof,  and Client hereby expressly  waives any other  liabilities on the
     part of Fiserv arising therefrom.

8.4  Fiserv shall have no liability for any claim based upon

     (i)  Use of any part of Software in combination  with materials or software
          not provided by Fiserv; or
     (ii) modifications made by Client or any Third Party.

9.   TITLE

9.1  Nothing in this  Exhibit  shall convey to Client any title to or any rights
     in  Software,  including  but not  limited  to all  proprietary  rights  or
     ownership of any modifications. Client's sole right in relation to Software
     or any  modifications  is Use of the same in accordance  with the terms and
     conditions hereof.

9.2  The Software System and all modifications,  enhancements,  or upgrades made
     thereto, and all patents,  copyrights,  or other proprietary rights related
     to each of the above are the sole and  exclusive  property of Fiserv or its
     suppliers,  whether made by Fiserv,  Client,  or any of their  employees or
     agents.  Client shall execute  documents  reasonably  required by Fiserv to
     perfect such rights.

9.3  All  information,  reports,  studies,  object or source code,  flow charts,
     diagrams,   and  other  tangible  or  intangible  material  of  any  nature
     whatsoever  produced  by or as a result  of any of the  services  performed
     hereunder by Fiserv or jointly with Client, shall be the sole and exclusive
     property of Fiserv or its corporate parent. Client shall be entitled to Use
     all such work product  produced by Fiserv in accordance  with the terms and
     conditions hereof.

10.  TERMINATION

10.1 The  termination of this Exhibit shall  automatically,  and without further
     action by Fiserv,  terminate and extinguish the License,  and all rights in
     and to the  Software  System  shall  automatically  revert  irrevocably  to
     Fiserv.  Fiserv shall have the right to take  immediate  possession  of the
     Software  System and all copies thereof  wherever  located  without further
     notice or demand.

10.2 If Client violates any of the Non-Assignment, License, or Use provisions of
     this Exhibit, or confidentiality  provisions of the Agreement as relates to
     Software,  and  fails to  remedy  any such  breach  within 5 days of notice
     thereof from Fiserv,  Fiserv may  terminate  this Exhibit  without  further
     notice.

11.  NON-ASSIGNMENT

11.1 In the event of the sale of 50% or more of Client's  common  stock,  or the
     sale of all or substantially all of Client's assets, or in the event of any
     merger  in which  Client  is not the  surviving  organization,  Client  may
     transfer  this  Exhibit and upon  Fiserv's  prior  written  consent  (which
     consent shall not be unreasonably  withheld) and upon payment of a mutually
     agreed to additional license fee for such transfer.

                                       45
<PAGE>

11.2 If the organization acquiring Client's common stock, assets, or surviving a
     merger is an organization  deriving more than 5% of its gross revenues from
     providing  service  bureau,   time  share,   computer  software  consulting
     services,  computer software licensing,  or computer hardware sales, Fiserv
     shall be under no obligation to consent to such transfer.

================================================================================


                                       46
<PAGE>


                                                                   Exhibit F - 1

                     Fiserv Account Sales and Teller (FAST)
                     --------------------------------------


<TABLE>
<CAPTION>

LICENSE:
-------

--------------------------------------------------------------------------------
<S>                                      <C>
Modules                                  FAST Account Sales and Teller
--------------------------------------------------------------------------------
Number of Workstations                   10
--------------------------------------------------------------------------------
Computer System:  Branch Fileserver      Pentium 200 MHz
                                         1 GB available
  (minimum configuration)                128 MB ECC RAM
                                         Windows NT 4.0 (service pack 3)
--------------------------------------------------------------------------------
Computer System:  Workstation            Pentium 200 MHz
                                         60 MB available
  (minimum configuration)                64 MB RAM
                                         Windows NT 4.0
                                         SVGA or better
--------------------------------------------------------------------------------
Computer System: Database Fileserver     Pentium II, Pentium Pro, or Pentium II
                                            Xeon
                                         1 GB available
  (minimum configuration)                128 MB ECC RAM
                                         Windows NT 4.0 (service pack 3)
--------------------------------------------------------------------------------
Computer System:  Validation Printers    Addmaster IJ1000
                                         Addmaster  IJ2040
                                         Addmaster IJ3160
                                         Craden DP6
                                         Epson TM-U375
                                         Epson TM-U925
                                         IBM 4712
                                         NCR 5223
--------------------------------------------------------------------------------
Computer System:  Passbook Printers      Craden DP6, NCR 5223
--------------------------------------------------------------------------------
Computer System:  Document Printers      HP Laser Jet III or higher
                                         Any printer with HP PCL5 support using
                                            standard driver
--------------------------------------------------------------------------------
Location                                 1093 Charloix, Grand Ledge, MI 48837
--------------------------------------------------------------------------------
Total License Fee                        Account Sales and Teller
                                              $ X  per Workstation (one-time)
--------------------------------------------------------------------------------
Seat Limitations                         Per Number of Workstations Licensed
--------------------------------------------------------------------------------
Third Party Software                     N/A
--------------------------------------------------------------------------------

PROFESSIONAL SERVICES:
---------------------
--------------------------------------------------------------------------------
Professional Service Fees               $  X
--------------------------------------------------------------------------------


</TABLE>




                                       47
<PAGE>

MAINTENANCE SERVICES:
--------------------
--------------------------------------------------------------------------------
Modules                                 FAST Account Sales and Teller
--------------------------------------------------------------------------------
Maintenance Fee                         $ X per Workstation per year
--------------------------------------------------------------------------------

Additional Terms and Conditions:    N/A
-------------------------------


                                       48
<PAGE>

                                                                       Exhibit H
                              Back Office Services
                              --------------------


Client agrees with Fiserv as follows:

     1. Services.  Fiserv will provide Client Back Office Services ("Back Office
        --------
Services") specified in Exhibit H - 1.

     2. Fees. Client shall pay Fiserv the fees and other charges for Back Office
        ----
Services specified in Exhibit H - 2.

     3. Reconciliation of Debit and Credit Errors in Accounts.  Client, directly
        -----------------------------------------------------
or indirectly, shall be responsible for balancing its accounts each business day
and notifying Fiserv of any errors or  discrepancies.  In any event, on Client's
behalf, Fiserv shall be responsible for identifying,  investigating,  reporting,
and attempting to resolve such errors or  discrepancies.  If Fiserv is unable to
resolve  such errors or  discrepancies,  Fiserv will  advise  Client.  If Fiserv
discovers such errors or discrepancies  in any account,  Fiserv is authorized to
correct  any such  error or  discrepancy  and to make  any  adjustments  to such
account in order to correct any such error or  discrepancy  in  accordance  with
mutually agreed procedures.

     Fiserv agrees to modify its  procedures in order to minimize the likelihood
of similar  out-of-balance  conditions  caused by Fiserv from recurring.  Fiserv
agrees to recommend  modifications in Client procedures in order to minimize the
likelihood of similar out-of-balance conditions caused by other sources.

     4. No Fiduciary Relationship. Fiserv shall perform Back Office Services for
        -------------------------
which Fiserv shall  subscribe  as Client's  agent,  and Fiserv shall not have by
reason of this Exhibit a fiduciary relationship with respect to Client.

     5. Lost,  Destroyed,  and Misplaced Items.  Fiserv assumes no liability for
        --------------------------------------
any item  lost,  destroyed,  or  misplaced  while  in  transit  before  the item
physically  arrives at Fiserv  premises and is received by Fiserv.  In the event
any items are lost, destroyed, or misplaced,  and such event is not due to gross
negligence  or  intentional   misconduct  by  Fiserv,  Client  shall  be  solely
responsible for the costs and expenses incurred by Fiserv in reconstructing  any
such items and for any  damages or other  losses  that may be incurred by Fiserv
related thereto. In the event Fiserv negligently loses,  destroys,  or misplaces
items  after  acceptance,  Fiserv  shall  be  liable  only  for  the  reasonable
reconstruction  costs  thereof.  Reasonable  reconstruction  costs shall be only
those costs that arise from the  reconstruction of such microfilmed item. Fiserv
shall not be liable for the  reconstruction  costs  associated  with an item for
which Client cannot  provide a  microfilmed  record  thereof.  In no event shall
Fiserv be liable for the face value of any lost or missing item(s).

     6.  Governmental  Regulation.  This  Exhibit  shall be  governed  by and is
         ------------------------
subject to: the applicable laws,  regulations,  rules, terms and conditions,  as
presently in effect or  hereafter  amended or adopted,  of the United  States of
America, the State of Wisconsin,  the Federal Reserve Board, the Federal Reserve
Banks,  and the Federal  Housing  Finance Board.  Client agrees to abide by such
requirements  and to execute and deliver such  agreements,  documents,  or other
forms as may be  necessary  to  comply  with  the  provisions  hereof.  Any such
agreements shall be made a part of this Agreement and are incorporated herein. A
change or termination of such laws, regulations,  rules, terms, conditions,  and
agreements shall  constitute,  respectively,  a change or termination as to this
Exhibit.

     7. Client  Responsibilities.  Client  shall  maintain  adequate  supporting
        ------------------------
materials  (i.e.  copies of the items,  records,  and/or other data  supplied to
Fiserv by Client) in  connection  with the  provision  of Back Office  Services.
Client shall provide written notice of confirmation  and/or  verification of any
instructions given by Client, its agents,  employees,  officers, or directors to
Fiserv in connection with Fiserv's provision of Back Office Services.

     8.  Regulatory  Authority.  Client  data and  records  shall be  subject to
         ---------------------
regulation and examination by government supervisory agencies to the same extent
as if such information were on Client's premises.

     9. Forms and  Supplies.  Standard  forms are  provided  as part of the Back
        -------------------
Office Services fees specified in Exhibit H - 2. Client assumes and will pay the
charges for all customized forms, supplies,  and delivery charges.  Custom forms
ordered through Fiserv and forms ordered by Client and stored on Fiserv premises
will be subject to the administrative fee set forth in Exhibit H - 2.

================================================================================



                                       49
<PAGE>


                                                                   Exhibit H - 1
                              Back Office Services
                              --------------------

Fiserv will manage and furnish the resources and facilities necessary to provide
back office support relative to support  Client's Direct Bank  initiative.  When
required,  additional  staff will be priced at the then  current  market rate in
effect for that specific talent set. Said  responsibilities  of this Service are
described as follows:

1.   Verify that all  incoming  items from  Client's  Item  Processing  Services
     provider, ACH, Client internal transfer, and EFT items are accounted for as
     posted, paid, or returned.
2.   Application and Account Processing Services system balancing. Reconcile all
     Account  Processing   Services   suspense,   EFT,  ACH  switch,  and  other
     clearing/suspense accounts that may be utilized. This includes verification
     and returning of all ACH  transactions  that are returned for NSF.  Account
     closure, or incorrect account numbers.
3.   Research  and  re-enter  items that do not post to the  Account  Processing
     Services system on initial entry.
4.   Perform all necessary  reporting and/ or tracking of escheatable  accounts,
     applicable IRS reporting and other Federal reporting Requirements.
5.   Handle closure and state by state reporting of abandoned property accounts.
6.   Account  for and  process  tax  withholding  requirements  for  payouts  to
     customers as a result of maturing CD's,  periodic  interest  payments,  and
     account closure.
7.   Provide documentation that will assist Clients to reconcile various Federal
     Reserve  and/or  Due  To/Due  From  accounts  as  they  relate  to  Account
     Processing services activity.
8.   Perform  research  and  adjustment  activity as required to support  Client
     and/or customer requests.
9.   Perform  as  clearinghouse  for wire  transfer  related  tasks,  with final
     process to initiate or receive wires being performed by Client.
10.  Perform  product,  account,  and/or common file  maintenance as required to
     facilitate account or product management.
11.  Provide access to and operation of "Image Soft Technologies" optical report
     retrieval system.
12.  Vendor will  provide  support for  exception  item  processing  for on-line
     NSF/OD   processing,   chargebacks,   large  item   processing,   reviewing
     stop/hold/caution journals.
13.  Perform new account  set-up for all CBS Deposit and LOC accounts to include
     ChexSystems  validation.  Would also include Equifax check. Exceptions will
     be handled by Client.



                                       50
<PAGE>
                                                                   Exhibit H - 2
                            Back Office Services Fees
                            -------------------------

                              [Fee Table Omitted]



                                       51
<PAGE>
                                                                       Exhibit I
                              Development Services
                              --------------------

     Client agrees with Fiserv as follows:

     1.  Development  Services.  Fiserv will provide Client with  modifications,
         ---------------------
enhancements,  and customized programming services ("Development  Services") and
associated items for particular development projects as described in Exhibit I -
n (each a "Development Project").

     All  Development  Services for  Development  Projects shall be performed in
accordance  with the procedures set forth below.  Any dates for  performance are
dependent upon the timely  performance by each party of the tasks assigned under
the project plans for such Development Services.

a)   Business  Requirements List. Client shall provide Fiserv with all necessary
     ---------------------------
     information  concerning  its  requirements  for  Development  Services in a
     Business  Requirements  List.  Fiserv shall review and suggest revisions to
     such  Business  Requirements  List on a timely  basis.  The  parties  shall
     mutually agree in writing on the final Business  Requirements  List for any
     such project.

b)   Functional  Specifications.   Development  Services  shall  be  based  upon
     --------------------------
     specifications created by Fiserv and approved by Client as provided below:

     (i)  Fiserv shall develop Functional  Specifications  based on the Business
          Requirements List for Client's written  approval.  Fiserv shall not be
          obligated  to perform any further  development  work until  Functional
          Specifications are approved in writing by Client, which approval shall
          not be unreasonably withheld or unduly delayed.

     (ii) Modifications,   changes,  enhancements,   conversions,  upgrades,  or
          additions to the agreed upon work beyond  those  stated in  Functional
          Specifications  shall be added only upon mutual written agreement.  In
          the event the  parties  agree to add any such  items,  the  Functional
          Specifications  and  applicable  Project Plan shall  automatically  be
          modified to the extent  necessary to allow for the  implementation  or
          provision of the items.

c)   Project  Plan.  Fiserv shall  develop a Project  Plan for each  Development
     -------------
     Project  based on Functional  Specifications.  Each such Project Plan shall
     contain a  listing  of the  nature  and  timing  of tasks  for the  project
     (including the development of an acceptance  test), some of which are to be
     performed  by  Fiserv  and  some  by  Client.   Fiserv  shall  utilize  its
     commercially  reasonable efforts to meet the dates set forth in the Project
     Plan or any replacement  thereof.  Modifications and changes to the Project
     Plan shall be only by mutual written agreement of the parties.

d)   Acceptance Test.  Fiserv shall prepare an "Acceptance Test" for the testing
     ---------------
     of each  Development  Project.  Client  shall  timely  review the  proposed
     Acceptance Test. The Acceptance Test shall be adopted once Client's written
     approval is given,  which  approval shall not be  unreasonably  withheld or
     delayed.

e)   Acceptance  Testing.  Each Development Project shall be deemed successfully
     -------------------
     completed by Fiserv upon the completion of the  Acceptance  Test or by live
     operation  and use of the  Development  Project in Client's  business for a
     period of 10 days, whichever occurs first. Client agrees promptly to notify
     Fiserv in writing (and with  reasonable  particularity)  upon conclusion of
     testing or earlier  upon  discovery of any  specification  non-conformities
     disclosed  by  such  testing.   Fiserv  shall  correct  any   specification
     non-conformities  disclosed  by such testing  within a  reasonable  time of
     Client's notice.

     2.  Estimated  Fees. (a) Client shall pay Fiserv fees and other charges for
         ---------------
each  Development  Project  as  specified  in each  Exhibit I - n  ("Development
Fees").  Development  Fees means the  greater of the sums of amounts  derived by
multiplying either the minimum number of days specified or the number of days or
fractions of days worked  within each grade by the daily fee rate as  specified.
Any estimates of Development Fees and completion dates are referenced solely for
the purpose of allowing  Client to plan its budgets and schedules based upon the
then  available  information.  The daily rates quoted in the table will be valid
for 3 months from the effective date of a Development Project.  Thereafter, they
will be subject to change by Fiserv on 1 month's notice to Client. A higher rate
may be applied for an  individual  whose support to Client has advanced to a new
job grade or after 1 month's  notice if such  individual's  general  development
warrants a job upgrade by Fiserv.

     (b) Client agrees to pay the reasonable  travel and living  expenses of any
Fiserv  employees and Fiserv  authorized  contractors who render services at any
Client site in connection with each Development  Project.  All expenses shall be
itemized on invoices submitted by Fiserv.

                                       52
<PAGE>

     (c) Should Fiserv provide installation,  conversion,  or training to Client
for a  Development  Project,  the fees  therefor  shall be as  specified on each
Exhibit I - n.

     (d) Development Fees shall be paid 50% upon execution of each Exhibit I - n
and 50% upon Development Project completion.

     (e) Fiserv reserves the right to increase the applicable  maintenance  fees
for the Fiserv Service to which the Development Project relates.

     (f) Fiserv  reserves  the right to charge  Client at Fiserv's  then current
professional  services  rates  for any  necessary  retrofitting  of  Development
Services when  releases of the Fiserv  System(s) to which  Development  Projects
relate are made generally available.

     3. Use of and Rights to Development  Projects.  All  information,  reports,
        ------------------------------------------
studies,  object or source code,  flow charts,  diagrams,  and other tangible or
intangible  material of any nature whatsoever  produced by or as a result of any
of Development Services and Development Projects shall be the sole and exclusive
property of Fiserv or its corporate parent.  Client shall be entitled to use the
results of any  Development  Project in accordance with the terms and conditions
of the Agreement.

     4. Development  Project  Termination.  At Client's sole option,  Client may
        ---------------------------------
terminate any Development Project upon 1 month's prior written notice to Fiserv,
provided that Client agrees to pay Fiserv for any outstanding  Development  Fees
for Development Services rendered prior to the effective date of termination. In
no event shall Fiserv be liable for refund of any Development  Fees already paid
by Client.

     5.  Rescheduling.  If  Client  is unable  to  provide  access  to  required
         ------------
facilities  or  personnel  or is unable to meet its tasks  assigned on a Project
Plan in a timely  manner,  Fiserv will endeavor to reschedule  tasks to minimize
non-productive  time. All such  non-productive  time is chargeable to Client. If
such non-productive time is expected to be significant,  Fiserv will endeavor to
reassign its personnel to other suitable work. In this event, Client will not be
charged for the time personnel were reassigned.

================================================================================


                                       53
<PAGE>

                                                                   Exhibit I - 1

                               Development Project


--------------------------------------------------------------------------------
       Description                 Status       Estimate      Estimated Cost
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


      IN WITNESS  WHEREOF,  the parties hereto have caused this Exhibit I - 1 to
the Agreement to be executed by their duly authorized  representatives as of the
date indicated below.


eZ Bancorp, Inc.                         Fiserv Solutions, Inc.


By ___________________________________   By ____________________________________
Name _________________________________   Name __________________________________
Title ________________________________   Title__________________________________
Date _________________________________   Date __________________________________


                                       54
<PAGE>


                                                                       Exhibit J
                              Professional Services
                              ---------------------

     Client agrees with Fiserv as follows:

     1.  Professional  Services.  Fiserv will provide  Client with  professional
         ----------------------
services related to Services  ("Professional  Services") for particular projects
as described in Exhibit J - n (each a "Work Order").

     All Professional  Services for Work Orders shall be performed in accordance
with the procedures  set forth below.  Any dates for  performance  are dependent
upon the  timely  performance  by each  party of the  tasks  assigned  under the
project plans for such Work Orders.

     (a)  Business  Requirements  List.  Client  shall  provide  Fiserv with all
          ----------------------------
necessary information concerning its requirements for Professional Services in a
Business  Requirements  List.  Fiserv shall review and suggest revisions to such
Business  Requirements  List on a timely basis. The parties shall mutually agree
in writing on the final Business Requirements List for any such project.

     (b) Work Order. All Professional  Services  rendered for a Work Order shall
         ----------
be based on a mutually agreed scope definition as provided below:

     (i) Fiserv shall develop a Work Order and associated scope definition based
     on the Business  Requirements  List for Client's written  approval.  Fiserv
     shall not be obligated to perform any Professional  Services until the Work
     Order is  approved  in  writing  by  Client,  which  approval  shall not be
     unreasonably withheld or unduly delayed.

     (ii) Each Work  Order  shall  contain a listing of the nature and timing of
     tasks,  some of which are to be  performed  by Fiserv  and some by  Client.
     Modifications  and  changes  to the  Project  Plan  shall be only by mutual
     written agreement of the parties.  Modifications or additions to the agreed
     upon Work Order shall be added only upon mutual written  agreement.  In the
     event the parties  agree to any such  changes,  the  applicable  Work Order
     shall  automatically  be modified to the extent necessary to allow for such
     changes.

     2. Fees.  (a) Client shall pay Fiserv fees and other  charges for each Work
        ----
Order as specified in each Exhibit J - n  ("Professional  Services  Fees").  The
rates  quoted  therein will be valid for 3 months from the  effective  date of a
Work  Order.  Thereafter,  they will be subject to change by Fiserv on 1 month's
notice to Client.

     (b) Client agrees to pay the reasonable  travel and living  expenses of any
Fiserv  employees and Fiserv  authorized  contractors who render services at any
Client site in connection  with each Work Order.  All expenses shall be itemized
on invoices submitted by Fiserv.

     3. Work Order  Termination.  At Client's sole option,  Client may terminate
        -----------------------
any Work Order upon 1 month's  prior  written  notice to Fiserv,  provided  that
Client agrees to pay Fiserv for any outstanding  Professional  Services Fees for
Professional Services rendered prior to the effective date of termination.

================================================================================


                                       55
<PAGE>

                                                                   Exhibit J - 1
                                   Work Order
                                   ----------

--------------------------------------------------------------------------------
      Description                  Tasks       Party Responsible        Rate
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


      IN WITNESS  WHEREOF,  the parties hereto have caused this Exhibit J - 1 to
the Agreement to be executed by their duly authorized  representatives as of the
date indicated below.


EZ Bancorp, Inc.                         Fiserv Solutions, Inc.



By ___________________________________   By ____________________________________
Name _________________________________   Name __________________________________
Title ________________________________   Title__________________________________
Date _________________________________   Date __________________________________



                                       56