Exhibit 10(1)
                                                                   -------------

                                  AGREEMENT FOR
                         INFORMATION TECHNOLOGY SERVICES

                                     BETWEEN

                             OWEN COMMUNITY BANK, sb

                                       AND

                              AURUM TECHNOLOGY INC.







                                TABLE OF CONTENTS

I.       DEFINITIONS
II.      TERM
III.     SERVICES
IV.      CUSTOMER RESPONSIBILITIES
V.       PAYMENTS TO AURUM
VI.      SYSTEMS, DATA, AND CONFIDENTIALITY
VII.     DISPUTE AVOIDANCE AND DISPUTE RESOLUTION
VIII.    TERMINATION AND RELATED MATTERS
IX.      LIABILITY AND INDEMNITY
X.       MISCELLANEOUS

SCHEDULES
         SCHEDULE A: SERVICES
         SCHEDULE B: TRAINING, CONVERSION, AND IMPLEMENTATION SERVICES
         SCHEDULE C: FEE SCHEDULE
         SCHEDULE D: PROCESSING SCHEDULE
         SCHEDULE E: PERFORMANCE STANDARDS
         SCHEDULE F: NETWORK MANAGEMENT SERVICES
         SCHEDULE G: VERIFICATION OF CONTRACT DATES
         SCHEDULE H: CUSTOMER SYSTEMS



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                  AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES

       This  AGREEMENT FOR  INFORMATION  TECHNOLOGY  SERVICES  ("Agreement")  is
between Aurum  Technology Inc.  (hereinafter  "Aurum" or "Company"),  a Delaware
corporation  with an address at 2701 W. Plano Parkway,  Suite 600, Plano,  Texas
75075-8206,  and Owen Community Bank, sb (hereinafter  "Customer"),  a financial
institution with an address at 279 E. Morgan Street, Spencer, IN 47460.

       WHEREAS,  Customer  desires to purchase  certain  information  technology
services from Aurum; and

       WHEREAS, Aurum desires to provide certain information technology services
to Customer under the terms hereof:

       NOW THEREFORE, Customer and Aurum hereby agree as follows:

                             ARTICLE I - DEFINITIONS

1.1    Definitions. In this Agreement:

       (a)    "Additional  Services"  are  the  services  described  in  Section
              3.1(f).

       (b)    "Additional  Services  Fees"  are the fees  charged  Customer  for
              Additional Services.

       (c)    "Aurum Equipment" means equipment located on Aurum premises.

       (d)    "Aurum Systems" are all Systems, except for Customer Systems, used
              by  Aurum  to  provide   Services,   including  any  improvements,
              modifications, or enhancements thereto.

       (e)    "Business Day" is each weekday,  Monday through  Friday,  which is
              not a holiday of the Federal  Reserve Bank for the Federal Reserve
              District in which Customer's principle office is located.

       (f)    "Conversion   and   Implementation   Services"  are  the  services
              described in Section 3.1(c).

       (g)    "Customer   Equipment"  means  equipment  at  Customer's   site(s)
              including  all  telecommunications  lines  and  telecommunications
              processing  equipment required by Aurum for Customer to access the
              Aurum  Systems,  transmit data to Aurum,  and receive  reports and
              other output from Aurum.

       (h)    "Customer Systems" are the Systems listed in Schedule II, owned by
              Customer  or licensed by  Customer  directly  from a third  party,
              which  Customer has asked Aurum to install on Aurum  Equipment for
              use in  conjunction  with Aurum Systems.  Customer  Systems do not
              include Licensed Software as defined herein.

       (i)    "Data  Center" is the space at one or more  locations  where Aurum
              performs Services, excluding Customer locations.

       (j)    "Base  Monthly  Services"  are the  services  described in Section
              3.1(a).

       (k)    "Base  Monthly  Services  Fees" are the fees charged  Customer for
              Base Monthly Services.

       (l)    "ECI" shall mean the Employment Cost Index for Total  Compensation
              (not seasonally adjusted), Private Industry Workers,  White-collar
              occupations  excluding sales, June 1989 = 100, as published by the
              Bureau of Labor  Statistics  of the United  States  Department  of
              Labor.

       (m)    "ECI Base Index"  shall mean the ECI  Current  Index from the last
              anniversary of the Effective Date on which the Adjustable  Charges
              were  increased,  or, if the  Adjustable  Charges  have never been
              increased,  the ECI most  recently  published as of the  Effective
              Date.

       (n)    "ECI Current Index" shall mean the most recently  published ECI as
              of any anniversary of the Effective Date.

       (o)    "Effective  Date" is the date that this  Agreement  is executed by
              Aurum in accordance with Section 10.11 hereof.

       (p)    "Equipment" means Customer Equipment and Aurum Equipment.

       (q)    "Initial Term" is defined in Section 2.1.

       (r)    "Licensed   Software"   means,   if   applicable,   the   software
              applications  for which  Customer  is granted a license  under the
              terms of a license  agreement which is part of this Agreement or a
              license  agreement Aurum arranges for Customer to execute directly
              with a third party licensor.  Such Licensed Software  applications
              are listed in Schedule A.

       (s)    "Operational Date" is the later of (i) the Effective Date, or (ii)
              the  day in  which  any  Conversion  Services  are  completed  and
              Customer  has the  capability  to input  transactions  or data for
              processing by Aurum.

       (t)    "Operational  Services"  are  the  services  described  in Section
              3.1(b).

       (u)    "Renewal Term(s)" is defined in Section 2.2.

       (v)    "Service" or "Services"  are all of the services to be provided by
              Aurum  under  this  Agreement,  which  include  the  Base  Monthly
              Services,  Operational  Services,  and  Training,  Conversion  and
              Implementation Services.

       (w)    "System"  or  "Systems"  are  (i)  computer  programs,   including
              software,  firmware,   application  programs,  operating  systems,
              files, and utilities;  and (ii) supporting  documentation for such
              computer  programs,  including input and output  formats,  program
              listings,  narrative  descriptions,   operating  instructions  and
              procedures,  user and training  documentation,  special forms, and
              source code.

Other terms are defined elsewhere in this Agreement.

1.2  References.  In this  Agreement and the  Schedules in all instances  except
those when the context requires otherwise:

       (a)    The  Schedules  to this  Agreement  shall be  incorporated  in and
              deemed part of this  Agreement.  All references to and mentions of
              this Agreement shall include the Schedules to this Agreement;

       (b)    References  to  and  mentions  of the  word  "including"  in  this
              Agreement shall mean "including, without limitation".

1.3 Headings. The article and section headings are for reference and convenience
only and shall not be considered in the interpretation of this Agreement.

                                ARTICLE II - TERM

2.1    Initial Term. This Agreement will begin on the Effective Date and, unless
       terminated  earlier as provided in this  Agreement,  will  continue for a
       period of five (5) years from the Operational Date (the "Initial Term").

2.2    Renewal Term.  Thereafter,  this Agreement will  automatically  renew for
       successive  terms of five (5) years  each  (the  "Renewal  Term")  unless
       either  party gives the other party  written  notice at least twelve (12)
       months  prior to the  expiration  date of the Initial Term or the Renewal
       Term then in effect that the  Agreement  will not be renewed  beyond such
       term.

                             ARTICLE III - SERVICES

3.1    Services Provided. Aurum or its subcontractors will provide Customer with
       the following Services:

       (a)    Base Monthly  Services.  Base Monthly  Services are those services
              Aurum will  provide on a regular  basis during the Initial Term or
              any Renewal Term. The Base Monthly Services are listed on Schedule
              A.  Customer  agrees  that Aurum  shall be the sole and  exclusive
              provider of the Services.

       (b)    Operational  Services.  Operational  Services  are those  services
              listed in Schedule C,  Section II,  which are not part of the Base
              Monthly  Services but which are available for Customer each month.
              The   Operational   Services  are  charged  on  a  transaction  or
              occurrence basis.

       (c)    Conversion   and   Implementation    Services.    Conversion   and
              Implementation  Services are those services  described in Schedule
              B.

       (d)    Training  Services.  Aurum shall provide those  Training  Services
              listed in Schedule B.

       (e)    Interface  Development  Services.   Aurum  may  agree  to  provide
              services for development of Customer-requested interfaces to third
              party  software.  Interfaces  which  Aurum  agrees to develop  are
              listed in Schedule B.

       (f)    Additional  Services.  Customer from time to time may request that
              Aurum perform  services that are outside the scope of the Services
              but that are related to Customer's  information  technology needs.
              Such  services  are  herein  referred  to as  Additional  Services
              ("Additional  Services").  Aurum shall  notify  Customer  within a
              reasonable time after receipt of Customer's request, as to whether
              Aurum  desires  to  perform  such  Additional  Services.  If Aurum
              desires to perform such Additional Services,  Aurum shall promptly
              provide Customer with an Additional Services proposal containing a
              description  of the scope  and  functionality  of such  Additional
              Services and an estimate, as may be applicable,  of the computing,
              communications,   human  resources,   and  capacity   requirements
              necessary to develop and implement such Additional  Services,  and
              the Additional  Services Fees associated  therewith.  In the event
              Customer  elects to have Aurum  perform the  Additional  Services,
              Aurum  shall do so on such  written  terms  as  shall be  mutually
              agreed by Aurum and Customer.

3.2    General Terms Relating to Services. Aurum will:

       (a)    Beginning on the  Operational  Date,  operate the Aurum Systems at
              the Data  Center,  and accept data and other input from  Customer.
              Aurum will make  daily,  monthly,  and other  reports  and output,
              including specially requested reports,  available for transmission
              to Customer, subject to Customer's timely delivery or transmission
              of data and other input to the Data Center for  processing.  Aurum
              will  provide  the  Services  in   accordance   with  Schedule  D,
              Processing  Schedule,  which may be amended by Aurum and  Customer
              from time to time.  Aurum will not be responsible  for the loss of
              any input or output during transit.

       (b)    Except as  otherwise  agreed  between  the  parties,  provide  all
              Customer  Equipment  at  Customer's  expense,   including  related
              shipping,   installation,  and  maintenance  charges,  and  advise
              Customer on the  compatibility  of Customer's  Equipment  with the
              Aurum  Systems.  Customer  may elect,  with Aurum's  approval,  to
              provide certain Customer Equipment at Customer's expense,  subject
              to charges for  Additional  Services  required  for Aurum  Systems
              access or configuration.

       (c)    Provide  for  Customer's  use one copy of  Aurum's  standard  user
              documentation  and  one  copy  of  any  revisions  describing  the
              preparation of input for and use of output from the Aurum Systems.
              Such  documentation  will address the reports  provided under this
              Agreement.  Upon Customer's request, Aurum will provide additional
              copies of such documentation at Aurum's then standard charges.

       (d)    Correct  any errors in  Customer  files  that  result in errors in
              reports or other  output  where such  errors (i) are due solely to
              either  malfunctions of Aurum's  Equipment or the Aurum Systems or
              errors of Aurum's operators,  programmers, or other personnel, and
              (ii) are  called  to  Aurum's  attention  within  the time  frames
              specified in Section  4.3.  Aurum will,  to the extent  reasonably
              practicable, correct any other errors as an Additional Service.

       (e)    Provide standard Aurum forms for use at the Data Center.

       (f)    Establish,  modify,  or  substitute  from  time to time any  Aurum
              Equipment, processing priorities,  programs, or procedures used in
              the  operation  of  the  Aurum  Systems  or the  provision  of the
              Services  that  Aurum  reasonably  deems  necessary,   and  notify
              Customer  of  any  such  changes   that  will  affect   Customer's
              operations.

3.3    Audits. No more than one per year, and upon no less than twenty-four (24)
       hours prior written notice from Customer, Aurum will provide auditors and
       inspectors  that  Customer  designates in writing with access to the Data
       Center during business hours for the limited purpose of performing audits
       or  inspections  of  Customer's  business.  Aurum  will  provide  to such
       auditors and inspectors  assistance as Aurum deems  reasonable.  Customer
       shall bear all  expenses  associated  with such audit or  inspection  and
       shall also  compensate  Aurum for any  Additional  Services  provided  in
       connection  with the audit or inspection.  Customer shall insure that any
       audit or  inspection  requested by Customer  shall be  conducted  without
       undue  disruption to Aurum's  business or  operations.  Aurum will not be
       required  1) to provide  access to data of other Aurum  customers,  or 2)
       permit  access to the Data  Center  during such times as Aurum deems that
       such access would be likely to create undue  disruption to its operations
       (i.e., when other auditors and inspectors are present).

3.4    Regulatory Compliance.  Aurum will endeavor to maintain the Aurum Systems
       so that they will not be disapproved by any federal regulatory  authority
       with jurisdiction over Customer's business. If Customer believes that any
       modifications to the Aurum Systems are required under any laws, rules, or
       regulations,  Customer will promptly so inform Aurum.  Aurum will perform
       any  modifications to the Aurum Systems or recommend changes to operating
       procedures of Customer that Aurum  determines are necessary or desirable;
       provided,  that  if  any  such  changes  or  modifications  result  in  a
       significant increase in Aurum's cost of providing Services, Aurum will be
       entitled to increase the charges  under this  Agreement by an amount that
       reflects  a pro rata  allocation  of  Aurum's  increased  cost  among the
       applicable  Aurum  customers.  New or  enhanced  Aurum  System  features,
       functions,   reports,  or  other  Services  that  may  result  from  such
       modifications  or  recommendations  may  be  provided  as  an  Additional
       Service.  Notwithstanding the foregoing,  Customer  acknowledges that the
       Aurum  Systems  may,  from  time to time,  consist  in part of  System(s)
       licensed by Aurum from third-party vendor(s) and, therefore,  Aurum shall
       have no duty or  responsibility  to modify  any such  third-party  System
       under this Section, except to the extent that the vendor thereof has such
       a duty or responsibility to modify such System pursuant to the applicable
       license agreement between Aurum and such vendor.

3.5    Financial  Statements and EDP Audit. Upon request,  Aurum will provide at
       no charge one copy of Aurum's most recent audited financial statements to
       Customer.  Upon request,  Aurum will also provide to Customer one copy of
       Aurum's  most recent  independent  Data Center EDP audit at Aurum's  then
       standard charge for such copy.

3.6    Licensed  Software.  Aurum will  either (i)  license to  Customer or (ii)
       arrange with the appropriate third party vendor for a direct license,  or
       a  sublicense  through  Aurum,  to  Customer  of the  Licensed  Software.
       Customer will execute any such license or sublicense that may be required
       by such vendor and will be responsible  for compliance with all terms and
       conditions thereof. Customer shall also be responsible for purchasing and
       maintaining in force the appropriate maintenance and support services.

                     ARTICLE IV - CUSTOMER RESPONSIBILITIES

4.1    Maintenance  of  Equipment.  Customer  will  maintain  or arrange to have
       maintained  all  Customer  Equipment  owned or leased by Customer in good
       working order in accordance  with  manufacturer's  specifications.  Aurum
       will maintain or arrange to have maintained all Aurum Equipment.

4.2    Provision  of  Customized  Forms.  Unless  otherwise  agreed in  writing,
       Customer  will  provide  or pay  for all  customized  forms  required  by
       Customer. Those forms will conform to Aurum's reasonable  specifications.
       Customer  will also provide all forms  produced or printed at  Customer's
       premises  and  required  for the  performance  of  Services,  or will pay
       mutually  agreed  charges to Aurum for such forms if provided by Aurum at
       Customer's request.

4.3    Correction of Reports and Output. Customer will balance reports to verify
       master file information and will inspect and review all reports and other
       output  (whether  printed,   microfiche  or  electronically  transmitted)
       created from data provided by Customer to Aurum. Customer will reject all
       incorrect reports or output (i) within two Business Days after receipt of
       daily reports or output,  (ii) within five Business Days after receipt of
       annual,  quarterly,  or monthly reports or output, and (iii) within three
       Business Days after receipt of all other reports or output.

4.4    Provision  of Data.  Customer  will be  responsible  for the  quality and
       accuracy of all data and other input provided to Aurum. Aurum may, at its
       option,  return to Customer for  correction  before  processing  any data
       submitted  by Customer  that is  incorrect,  illegible,  or not in proper
       form. If Customer  does not provide its data to Aurum in accordance  with
       Aurum's specified format and schedule,  Aurum will use reasonable efforts
       to  reschedule  and process the data as  promptly as  possible.  Customer
       agrees to pay Aurum for any additional expenses Aurum incurs in assisting
       Customer as provided in this Section 4.4.

4.5    Use of  System,  Procedures.  Customer  will  comply  with all  operating
       instructions  for the Aurum Systems that are issued by Aurum from time to
       time.  Except as otherwise  provided in this Agreement,  Customer will be
       responsible for the  supervision,  management,  and control of its use of
       the Aurum Systems,  including (i) implementing  sufficient  procedures to
       satisfy its  requirements  for the  security and accuracy of the data and
       other input Customer provides, (ii) implementing reasonable procedures to
       verify  reports  and other  output  from  Aurum  within  the time  frames
       specified in Section 4.3, and (iii)  specifying the methods of processing
       (for example,  accrual calculations) to be used by Aurum in providing the
       Services from the options available in the Aurum Systems.

4.6    Customer  Systems.  Customer will provide,  at  Customer's  expense,  the
       Customer  Systems.  Customer  will  be  responsible  for any  license  or
       maintenance  fees  related to providing  the Customer  Systems for use by
       Aurum in  connection  with the  Services.  Customer  will,  at Customer's
       expense,  ensure that the  Customer  Systems are at all times  compatible
       with the Aurum Systems and Aurum will have no liability hereunder for any
       delay or  failure  to perform  Services  which  arises as a result of the
       failure  of  Customer  to  maintain  any  Customer  System  so that it is
       compatible  with the  Aurum  Systems.  Customer  warrants  that  Customer
       Systems do not and will not infringe upon the  proprietary  rights of any
       third  party and that  Customer  has the right to provide  such  Customer
       Systems to Aurum for use as contemplated under this Agreement.  Customer,
       at its own expense, shall defend, indemnify, and hold harmless Aurum from
       any  claim,  demand,  cause  of  action,  debt  or  liability  (including
       attorneys'  fees and  costs) to the  extent it is based upon a claim that
       any of the Customer Systems infringes or violates the patent,  copyright,
       license  or other  proprietary  right of a third  party or any claim that
       Aurum's use of the Customer Systems hereunder is not permitted.

4.7    Network  Security.  Customer  shall  inform  Aurum prior to creating  any
       connection  to an  Internet  Service  Provider  (ISP) or  other  computer
       services  company if such connection is made from any point on Customer's
       computer  network that is  connected  to Aurum.  In the event that such a
       connection to the Internet is to be made,  Customer must first obtain the
       firewall and Internet security policy document of Aurum.  Customer hereby
       agrees to abide by the rules  contained in such  document.  This document
       shall be provided to Customer at Customer's request. This document may be
       revised from time to time to keep current  with  technology  and Customer
       shall be solely  responsible  for ensuring its  compliance  with the most
       current requirements.

                          ARTICLE V - PAYMENTS TO AURUM

5.1    Service Fees. Customer will pay Aurum for the Services as follows:

       (a)    For Base  Monthly  Services,  which are  comprised  of the Account
              Processing Fees and the Application  Processing  Fees, the monthly
              charges listed in Section I of Schedule C.

       (b)    For Operational Services, the monthly charges listed in Section II
              of Schedule C.

       (c)    For Conversion  and  Implementation  Services,  the Conversion and
              Implementation charges listed in Section IV of Schedule C.

       (d)    For Training Services, the Training charges listed in Section V of
              Schedule C.

       (e)    For  Interface  Development,  the  Interface  Development  charges
              listed in Section VI of Schedule C.

       (f)    For  Additional  Services,   or  for  additional   Conversion  and
              Implementation,  Training,  and  Interface  Development  services,
              Aurum's  then  standard  charges  for such  services  agreed to in
              advance and in writing,  or, if Aurum then has no standard charges
              for such  services,  upon  whatever  other  basis that the parties
              agree.

5.2    Additional  Charges.  Customer  will  also pay Aurum  the  following,  if
       applicable:

       (a)    All costs incurred by Aurum (i) in mailing reports or other output
              to  Customer,  its  customers,  or  third  parties,  and  (ii)  in
              transporting,  shipping,  or delivering reports,  output, or input
              between the Data Center and Customer's locations.

       (b)    All actual, out-of-pocket costs and expenses, including travel and
              travel-related  expenses, which are incurred by Aurum or on behalf
              of Aurum and its personnel in providing  Services when incurred at
              Customer's  request or when  required to be provided at Customer's
              facility or any other location.

       (c)    Any other charges expressly provided in this Agreement.

       (d)    All taxes,  however  designated or levied,  based upon any charges
              under  this  Agreement,  or upon this  Agreement  or the  Systems,
              Services, or materials provided hereunder, or their use, including
              state and local  privilege or excise taxes based on gross revenue,
              sales and use taxes, and any taxes or amounts in lieu thereof paid
              or  payable  by  Aurum in  respect  of the  foregoing,  exclusive,
              however,  of franchise  taxes and taxes based on the net income of
              Aurum.

5.3    Time of Payment.  Except as otherwise  provided  herein or in a Schedule,
       Aurum will  invoice  Customer  at the end of each month for the  Services
       provided during that month.  All charges under this Agreement will be due
       and payable  within ten days of invoice date. Any charges not paid within
       thirty days of invoice date will bear interest until paid at a rate equal
       to the lesser of 1.5% per month or the maximum  interest  rate allowed by
       applicable law. Training,  Conversion and  Implementation,  and Interface
       Development Fees are due and payable as provided in Schedule C.

5.4    Annual Adjustment to Charges.

       (a)    If, on any  anniversary  of the  Effective  Date,  the ECI Current
              Index is higher than the ECI Based  Index,  then,  effective as of
              such anniversary,  the Adjustable Charges will be increased by the
              percentage  that the ECI Current Index increased from the ECI Base
              Index.  For  purposes of this Section  5.4,  "Adjustable  Charges"
              shall mean the Base Monthly Services Fees and Operational Services
              Fee.

       (b)    In the event that the Bureau of Labor Statistics ceases to publish
              the  ECI  or  substantially   changes  its  content,   format,  or
              calculation  methodology,  Customer  and  Aurum  shall  substitute
              therefor another  comparable  measure  published by an agreed-upon
              source; provided,  however, that if such change is to redefine the
              base period for the ECI from one period to some other period,  the
              parties shall  continue to use the index but shall,  if necessary,
              convert  either the ECI Base Index or the ECI Current Index to the
              same  basis  as  the  other  by  multiplying  such  index  by  the
              appropriate conversion factor.

5.5    Disputed Amounts. If Customer in good faith disputes any amounts invoiced
       hereunder,  Customer  agrees  to  provide  written  notification  of such
       dispute to Aurum,  setting forth the reason for the dispute.  Such notice
       shall be given  prior to the date  that the  disputed  payment  is due to
       Aurum.  Customer  may elect to withhold  payment of any validly  disputed
       amount due  (subject  to the  limitation  set forth in Section 5.6 below)
       until the  dispute is  resolved  by the  parties,  or unless  Customer is
       otherwise  required to pay the  disputed  amount to an escrow agent or to
       Aurum in accordance with the dispute resolution process set forth in this
       Agreement.  If the  dispute  involves  only a  portion  of such  invoice,
       Customer  agrees to withhold  only the  disputed  amount  (subject to the
       limitation  set  forth in  Section  5.6  below),  and to  timely  pay the
       undisputed  portion  of  the  amount  invoic3ed.  The  parties  agree  to
       immediately  negotiate  in good  faith to  resolve  the  dispute.  If the
       dispute  cannot be resolved  prior to the date when the amounts  would be
       otherwise due hereunder,  then Aurum may, at is option,  require that the
       amount  withheld  in  dispute  be paid over to an escrow  agent  mutually
       agreed  upon by  Aurum  and  Customer,  pending  the  resolution  of such
       dispute. If the parties are unsuccessful in resolving such dispute within
       thirty  (30)  days of the date of the  written  notice  of  dispute  from
       Customer to Aurum, then either party may initiate the dispute  resolution
       processes provided for in this Agreement.

5.6    Termination of Services for Reason of Non-Payment.  Aurum agrees that for
       so long as it is being paid for its Services hereunder, or for so long as
       the dispute  resolution  provisions of this  Agreement are being complied
       with  (provided  however  that Aurum must have  timely  received at least
       eighty-five  percent  (85%) of the amounts due  hereunder  regardless  of
       whether  such  amount  may be  disputed  by  Customer),  Aurum  will  not
       terminate provision of Services hereunder as a result of such non-payment
       of disputed amounts; provided, however, that if Aurum has not been timely
       paid all non-disputed  amounts due or at least eighty-five  percent (85%)
       of the amounts due hereunder if a disputed  amount has not been paid over
       to Aurum in compliance with the dispute  resolution  procedures set forth
       in this Agreement,  or if Aurum,  using reasonable  judgment,  determines
       that Customer is withholding  amounts due without  reasonable cause, then
       Aurum may,  after  having  provided  Customer  with ten (10) days advance
       written notice,  discontinue  provision of Services to Customer hereunder
       until all required payments due to Aurum are received.  The provisions of
       this  Section 5.6 shall not operate as a waiver of any other  remedies as
       to either party.

                 ARTICLE VI - SYSTEMS, DATA, AND CONFIDENTIALITY

6.1    Aurum  Systems.  All Aurum  Systems  are and shall  remain the  exclusive
       property of Aurum or licensors of such Aurum Systems, as applicable, and,
       except as expressly  provided in this  Agreement,  Customer shall have no
       ownership  interest  or  other  rights  in  any  Aurum  System.  Customer
       acknowledges that the Aurum Systems include Aurum proprietary information
       and agrees to keep the Aurum Systems  confidential at all times. upon the
       expiration or  termination  of this  Agreement,  Customer will return all
       copies  of all  items  relating  to the  Aurum  Systems  which are in the
       possession  of Customer and certify to Aurum in writing that Customer has
       retained no material relating to the Aurum Systems.

6.2    Customer's Information. Information relating to Customer or its customers
       contained in Customer's data files is the exclusive property of Customer.
       Aurum  agrees  to hold  in  confidence  all  proprietary  information  of
       Customer and its customers  provided to Aurum in accordance  with Section
       6.3.  However,  upon the  request  of any  appropriate  federal  or state
       regulatory authority with jurisdiction over Customer's business and after
       Aurum has, when reasonably  possible,  notified Customer of such request,
       Aurum  will  allow  such  authority  access  to  all  records  and  other
       information  of Customer and its customers in the possession of Aurum and
       provide as an Additional Service any related assistance that is required.
       Promptly  after the  termination  or expiration of this Agreement and the
       payment.  to Aurum of all sums due and owing,  including  any amounts due
       under Sections 8.5 or 8.6, Aurum will, at Customer's request and expense,
       return to Customer  all of  Customer's  information,  data,  and files in
       Aurum's then standard machine-readable format and media.



<PAGE>



6.3    Confidentiality.  Except as otherwise  provided in this Agreement,  Aurum
       and Customer each agree that all  information  communicated to one by the
       other or the other's  affiliates,  whether  before or after the Effective
       Date,  will be  received  in  strict  confidence,  will be used  only for
       purposes of this  Agreement,  and except for the  requirements of Section
       6.2  will  not  be  disclosed  by  the  recipient   party,   its  agents,
       subcontractors,  or employees  without the prior  written  consent of the
       other party.  Each party  agrees to take all  reasonable  precautions  to
       prevent the disclosure to outside parties of such information,  including
       the terms of this Agreement,  except as required by legal, accounting, or
       regulatory  requirements  beyond the reasonable  control of the recipient
       party. If Customer is required to disclose any proprietary information of
       Aurum in  accordance  with  any such  legal,  accounting,  or  regulatory
       requirements,   then  Customer   will  promptly   notify  Aurum  of  such
       requirement and will corporate with Aurum (at Aurum's expense) in Aurum's
       efforts, if any, to avoid or limit such disclosure  (including  obtaining
       an injunction or an appropriate redaction of the proprietary  information
       in question).  The provisions of this Section will survive the expiration
       or termination of this Agreement for any reason.

6.4    Safeguarding  Data Integrity.  Aurum will maintain internal computer data
       integrity  safeguards  (such as access  codes and  passwords)  to protect
       against  the  accidental  or  unauthorized   deletion  or  alteration  of
       Customer's data in the possession of Aurum. Aurum will provide additional
       internal  computer data  integrity  safeguards  that Customer  reasonably
       requests as an  Additional  Service.  Aurum will also employ and maintain
       controlled access systems in the Data Center.

6.5    Contingency  Planning.  The parties will perform the following  regarding
       contingency planning:

       (a)    Aurum will  develop,  maintain and, as necessary in the event of a
              disaster,  execute a business  resumption  plan (the "Aurum Plan")
              for the Data Center and will  provide to Customer and its auditors
              and  inspectors  such  access to the Aurum  Plan as  Customer  may
              reasonably  request from time to time.  Aurum will not be required
              to provide access to information of other Aurum customers.

       (b)    Customer will develop,  maintain and, as necessary in the event of
              a  disaster,  execute a business  resumption  plan (the  "Customer
              Plan") for all Customer locations and the telecommunications links
              between Customer locations and the Data Center and will provide to
              Aurum such  access to the  Customer  Plan as Aurum may  reasonably
              request from time to time.

       (c)    Aurum  will  provide  to  Customer  such  information  as  may  be
              reasonably  required for Customer to assure that the Customer Plan
              is compatible with the Aurum Plan.

       (d)    Each  party  will  be  responsible  for  the  training  of its own
              personnel  as  required  in   connection   with  fill   applicable
              contingency planning activities.

       (e)    Each party's  contingency  planning  activities  will  comply,  as
              appropriate, with such of the following regulatory policies as may
              be applicable to Customer's  business,  as the same may be amended
              or  replaced  from time to time:  (i)  Federal  Deposit  Insurance
              Corporation,  Financial  Institution Letter FIL-68-97,  dated July
              14, 1997; (ii) Federal Reserve System  Supervision and Regulation,
              Number  SR  97-15,  dated May 2,  1997;  and  (iii)  Office of the
              Comptroller of the Currency,  OCC 97-23,  dated May 16, 1997; (iv)
              Office of Thrift Supervision, CEO Ltr 72, dated July 23, 1997; and
              (v) National Credit Union Administration,  Letter to Credit Unions
              NO.  97-CU-3,  dated  April  7,  1997.  It.  compliance  with  any
              amendments  or  replacements  of the  policies  listed above would
              significantly  increase Aurum's cost of providing Services,  Aurum
              will be entitled to increase the charges  under this  Agreement by
              an amount that reflects a pro rata allocation of Aurum's increased
              cost among the applicable Aurum customers.

             ARTICLE VII - DISPUTE AVOIDANCE AND DISPUTE RESOLUTION

7.1    Appointment of Liaison  Officer.  Within ten (10) days after execution of
       this Agreement,  each party agrees to appoint a Liaison Officer who shall
       have the direct  responsibility  for  communicating  with the other party
       under this Agreement. Each party shall promptly notify the other party of
       the Liaison Officer selected.

7.2    Avoidance  of  Disputes.  To  attempt  to ensure  that  there will not be
       disputes arising under this Agreement, the parties agree that, during the
       term of this Agreement,  their  respective  Liaison Officers and/or their
       designees shall  communicate  regularly (as often as mutually  agreed) in
       order to review  performance,  discuss  problem areas and provide  input,
       guidance,  and priority  assistance to Aurum and Customer to help provide
       maximum benefit to Customer from the Services  provided  hereunder.  Both
       parties agree to promptly respond to performance problems and issues, and
       will  timely  respond  to  the  other  party's  reasonable  requests  for
       information  regarding  such problems and issues.  This  requirement  for
       communication  between the Liaison Officers shall not prevent exchange of
       information and ongoing routine  dialogue  between members of the Aurum's
       data center staff and Customer's employees.

7.3    Alternate Dispute Resolution. In the event that Aurum and Customer have a
       dispute  over any matter  relating to this  Agreement  which has not been
       resolved  in the  normal  course of  business  or  through  communication
       between the  respective  Liaison  Officers,  then Aurum's and  Customer's
       designated representatives,  along with Aurum's and Customer's respective
       Liaison  Officers  shall be  required  to meet  within five (5) days of a
       written  request  for a meeting by either  party  delivered  to the other
       party in accordance with the notice  provisions of this  Agreement.  Such
       meeting shall take place at a mutually agreeable site, and shall occur at
       a mutually agreeable time. Each party's  representatives shall be granted
       the authority by their respective organization to resolve the dispute and
       commit and bind their respective organization to any agreement reached at
       the meeting. The representatives of the parties shall attend such meeting
       or meetings  accompanied  by any other person or persons they believe are
       necessary  to  reach  a  resolution  of  the  dispute.   The   designated
       representatives shall continue to meet as often as the parties reasonably
       deem  necessary  in  order  to  gather  and  furnish  to  the  other  all
       information with respect to the matter in issue which the parties believe
       to be appropriate and germane in connection with resolution of the issue.
       The parties  will  discuss the problem and  negotiate in good faith in an
       effort to resolve the dispute or renegotiate  the  applicable  section or
       provision  without  the  necessity  of  any  formal  proceeding  relating
       thereto.  During the course of such negotiation,  all reasonable requests
       made by one party to the other for  information  will be honored in order
       that each of the  parties may be fully  advised as to the  matters  under
       discussion.  The specific format for such discussions will be left to the
       discretion  of  the   representatives   meeting,   but  may  include  the
       preparation  of agreed upon  statements of fact or written  statements of
       position  furnished to the other party. There shall be written minutes of
       the meeting taken and  distributed to all parties in  attendance.  If the
       dispute  cannot be  resolved  within  thirty  (30) days  after good faith
       negotiations under this Alternative Dispute Resolution Procedure,  either
       party may then submit the dispute for  arbitration as provided for below.
       It shall be a condition  precedent  submitting  a dispute to  arbitration
       that the  parties  shall  have  complied  with this  Alternative  Dispute
       Resolution  procedure,  and  the  parties  conclude  in good  faith  that
       amicable resolution through continued  negotiation of the matter in issue
       does not appear likely.

7.4    Arbitration.  This  Section  7.4  applies  to any  controversy,  claim or
       dispute   which   shall  arise  with   regard  to  the   performance   or
       interpretation of the terms and conditions of this Agreement (hereinafter
       referred  to as a  "Controversy"),  which the parties  have not  resolved
       after good  faith  compliance  with the  Alternative  Dispute  Resolution
       provisions  set forth above.  All  Controversies  shall be submitted to a
       board  of  arbitrators  consisting  of  a  representative   appointed  by
       Customer,  a  representative  appointed by Aurum,  and a third individual
       chosen by the above two  representatives who shall be unrelated to either
       of the said parties (alternatively, the parties may, by mutual agreement,
       elect to submit the matter for arbitration by a single arbitrator).  Such
       arbitration  proceeding shall be held in accordance with the then current
       commercial  rules of the American  Arbitration  Association  and shall be
       held in Orlando,  Florida.  It is agreed  that if any party shall  desire
       relief of any nature  whatsoever  from the other party as a result of any
       Controversy,  it will institute  such  arbitration  proceedings  within a
       reasonable  time,  but in no  event  (a)  prior  to  complying  with  the
       Alternative  Dispute  Resolution  Procedure set forth above, or (b) later
       than six (6) months after the termination of this Agreement.  The failure
       of a party to institute  proceedings within such period shall be deemed a
       full  waiver of any  claim for any such  relief.  The  arbitrators  shall
       render a decision on the matter as soon as practicable, but no later than
       forty-five  (45)  days  from  the  date on  which  the  selection  of the
       arbitration panel is complete,  and they shall refrain from addressing or
       commenting on matters other than the  Controversy  before them. All costs
       of said  arbitration,  including the arbitrators'  fees, if any, shall be
       borne  equally  by the  parties  involved.  The  parties  agree  that the
       decision and award of the arbitration  shall be final and conclusive upon
       the  parties,  in  lieu  of  all  other  legal,   equitable  or  judicial
       proceedings  between them,  and that no appeal or judicial  review of the
       arbitrators' award shall be taken, but that any such award may be entered
       as a judgment  and  enforced in any court  having  jurisdiction  over the
       party against whom enforcement is sought.

7.5    Subject to the  provisions of Section 5.6 of this  Agreement,  during the
       resolution of disputes  including  formal  proceedings the parties hereto
       will  continue,  to  the  extent  possible,  to  perform  each  of  their
       responsibilities and obligations under this Agreement.

                           ARTICLE VIII - TERMINATION
                               AND RELATED MATTERS

8.1    Termination Due to Acquisition.  If fifty percent or more of the stock or
       assets of Customer are acquired by another  person or entity,  whether by
       merger,  reorganization,  sale,  transfer,  or other similar transaction,
       then  Aurum  and  Customer  will  negotiate  in good  faith the terms and
       conditions upon which this Agreement may be modified to accommodate  such
       transaction.  If the parties are unable to agree upon such  modification,
       either  parry  upon  written  notice  to the  other  may  terminate  this
       Agreement  upon the  consummation  of such  acquisition  or on a mutually
       agreeable date thereafter.

8.2    Termination for Non-Payment.  If Customer  defaults in the payment of any
       charges or other amounts due under this  Agreement and fails to cure such
       default within ten days after  receiving  written notice  specifying such
       default,  then Aurum may, by giving  Customer at least  thirty days prior
       written notice  thereof,  terminate this Agreement as of a date specified
       in such notice.

8.3    Termination  for  Cause.  If  either  party  materially  defaults  in its
       performance under this Agreement, except for nonpayment of amounts due to
       Aurum, and fails to either  substantially cure such default within ninety
       days after receiving  written notice specifying the default or, for those
       defaults  which cannot  reasonably be cured within ninety days,  promptly
       commence  curing  such  default  and  thereafter  proceed  with  all  due
       diligence  to  substantially  cure the  default,  then the  party  not in
       default  may, by giving the  defaulting  party at least thirty days prior
       written notice  thereof,  terminate this Agreement as of a date specified
       in such notice.

8.4    Termination  for  Insolvency.  If either  party  becomes  or is  declared
       insolvent or bankrupt,  is the subject of any proceedings relating to its
       liquidation  or  insolvency  or  for  the   appointment  of  a  receiver,
       conservator,  or similar officer,  or makes an assignment for the benefit
       of all or substantially all of its creditors or enters into any agreement
       for the composition,  extension,  or readjustment of all or substantially
       all of its obligations, then the other party may, by giving prior written
       notice thereof to the non-terminating  party, terminate this Agreement as
       of a date specified in such notice.

8.5    Payment Upon Termination.  The parties  acknowledge that upon termination
       of this Agreement for any reason, Aurum will incur damages resulting from
       such  termination  that will be difficult  or  impossible  to  ascertain.
       Therefore,  prior to such  termination,  except  termination  by Customer
       pursuant  to Section 8.3 or 10,5,  and in  addition to all other  amounts
       then due and owing to  Aurum,  Customer  will pay to Aurum as  reasonable
       liquidated  damages the sum of the amounts  calculated in subsections (a)
       and (b) below. In the case of termination by Customer pursuant to Section
       8.3 or 10.5,  Customer  will  pay to  Aurum  the  amounts  calculated  in
       subsection (a) below.

       (a)    All costs  reasonably  incurred by Aurum in  connection  with such
              termination,   including   telecommunication   line  disengagement
              expenses and costs of terminating leases on or shipping or storing
              any Equipment  provided to Customer by or through Aurum under this
              Agreement,  plus a  twenty-five  percent  management  fee on  such
              costs, plus Aurum's charges for any Additional Services reasonably
              requested by Customer for deconversion assistance and Aurum's then
              standard charges for the resources utilized to prepare any test or
              conversion tapes (together,  the "Termination Costs").  Aurum may,
              at its  option,  invoice  Customer  for the greater of (i) Aurum's
              good  faith  estimate  of  the  Termination  Costs,  or  (ii)  the
              aggregate  of the charges  payable to Aurum  pursuant to Article V
              for the two calendar months preceding the month in which notice of
              termination is given. If the actual  Termination Costs are greater
              or  less  than  the  amount  of  Aurum's  invoice  that is paid by
              Customer under the immediately  preceding sentence,  then Customer
              will pay Aurum, or Aurum will refund to Customer,  as the case may
              be, the difference  between the actual  Termination  Costs and the
              amount paid.

       (b)    Eighty  percent of the total  compensation  which  would have been
              paid or  reimbursed  to Aurum  under  this  Agreement  during  the
              remainder of its term.. The amount of total  compensation  will be
              computed by  multiplying  the total number of months  remaining in
              the  Initial  Term or the  Renewal  Term then in  effect  from the
              effective date of the termination by the average monthly charge to
              Customer  for  Services  under  this  Agreement  during the twelve
              calendar months immediately  preceding the calendar month in which
              notice of termination was given,  and  multiplying  that number by
              eighty percent. This is expressed mathematically as follows:

              (Number of months remaining in term) x (average monthly charge for
              Services during the twelve months preceding notice of termination)
              x 0.80

              If this  Agreement  has been in effect less than  twelve  calendar
              months prior to the giving of the notice of term nation,  then the
              parties  will  compute  the amount due under this  subsection  (b)
              using the average  monthly  charge for  Services  made during such
              lesser number of calendar months. If termination of this Agreement
              occurs  prior  to the  Operational  Date,  then the  parties  will
              compute the amount due under this subsection (b) assuming that the
              Operational  Date had occurred  when  scheduled by Aurum and using
              the average  monthly  charges  reasonably  estimated to be paid by
              Customer.

       All amounts  payable  under this  Section  8,5 will be invoiced  and paid
       prior to the effective date of such  termination and prior to the release
       of any test tapes or other data of Customer.

8.6    Payment  Upon  Nonrenewal.  If Customer  gives or receives  notice not to
       renew this Agreement pursuant to Section 2.2, or Customer terminates this
       Agreement under Section 10.5,  Customer will pay to Aurum an amount equal
       to all amounts  then due and payable to Aurum,  plus (a) Aurum's  charges
       for  any  Additional  Services  reasonably   requested  by  Customer  for
       deconversion  assistance,  (b)  Aurum's  then  standard  charges  for the
       resources  utilized to prepare any test or conversion  tapes, and (c) all
       other costs reasonably incurred by Aurum in connection with such election
       not to renew or termination that are described in Section 8.5(a) and that
       relate to  obligations  that Customer  approved,  which extend beyond the
       then current term of this  Agreement  or earlier  termination  date under
       Section 10.5. All amounts payable under this Section 8.6 will be invoiced
       and paid  prior to the  expiration  date and prior to the  release of any
       test tapes or other data of Customer.

                      ARTICLE IX - LIABILITY AND INDEMNITY

9.1    Limitation of Liability.  Section 3.2 (d) sets forth Customer's exclusive
       remedies  for errors in reports or other  output  provided by Aurum under
       this Agreement.  If Aurum becomes liable to Customer under this Agreement
       for any other reason,  whether arising by negligence,  willful misconduct
       or  otherwise,  then (a) the damages  recoverable  against  Aurum for all
       events,  acts, delays, or omissions will not exceed in time aggregate the
       compensation  payable to Aurum  pursuant to Section 5.1 of this Agreement
       for the lesser of the months that have elapsed since the Operational Date
       or the three months  ending with the latest  month in which  occurred the
       events, acts, delays, or omissions for which damages are claimed, and (b)
       the  measure  of damages  will not  include  any  amounts  for  indirect,
       consequential, or punitive damages of any party, including third parties,
       or damages which could have been avoided had the output provided by Aurum
       been  verified  before use.  Customer  may not assert any cause of action
       against  Aurum of which  Customer knew or should have known more than two
       years  prior to such  assertion.  In  connection  with the conduct of any
       litigation  with third  parties  relating  to any  liability  of Aurum to
       Customer or to such third  parties,  Aurum will have all rights which are
       appropriate to its potential responsibilities or liabilities.  Aurum will
       have the right to  participate  in all such  litigation  and to settle or
       compromise its liability to third parties.

9.2    Warranty.   Aurum  will  provide  the  Services  in  a  professional  and
       workmanlike manner.  EXCEPT AS EXCLUSIVELY  PROVIDED IN THIS SECTION 9.2,
       AURUM DISCLAIMS ALL OTHER WARRANTIES,  EXPRESS OR IMPLIED,  IN FACT OR BY
       OPERATION  0F  LAW  OR  OTHERWISE  CONTAINED  IN  OR  DERIVED  FROM  THIS
       AGREEMENT,  ANY OF THE SCHEDULES  ATTACHED  HERETO,  ANY OTHER  DOCUMENTS
       REFERENCED  HEREIN,  OR IN ANY OTHER  MATERIALS,  PRESENTATIONS  OR OTHER
       DOCUMENTS OR  COMMUNICATIONS  WHETHER ORAL OR WRITTEN,  INCLUDING WITHOUT
       LIMITATION  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR A
       PARTICULAR PURPOSE.

9.3    Force  Majeure.  Each party will be excused from  performance  under this
       Agreement, except for any payment obligations,  for any period and to the
       extent that it is prevented  from  performing,  in whole or in part, as a
       result of delays caused by the other party or any act of God, war,  civil
       disturbance,  court order, labor dispute, third party nonperformance,  or
       other  cause  beyond  its   reasonable   control,   including   failures,
       fluctuations or  nonavailability  of electrical  power,  heat, light, air
       conditioning,  or telecommunications  equipment. Such nonperformance will
       not be a default or a ground for termination as long as reasonable  means
       are   taken  to   expeditiously   remedy   the   problem   causing   such
       nonperformance.

9.4    Reliance  on  Instructions.  Aurum is  entitled  to rely  upon and act in
       accordance with any instructions,  guidelines or information  provided to
       Aurum by Customer,  which are given by persons  having actual or apparent
       authority to provide such instructions,  guidelines, or information,  and
       will incur no liability in doing so. Customer will indemnify, defend, and
       hold  harmless  Aurum  from  any  and  all  claims,   actions,   damages,
       liabilities,  costs, and expenses,  including reasonable  attorneys' fees
       and expenses, arising out of or resulting from Aurum acting in accordance
       with this Agreement.

                            ARTICLE X - MISCELLANEOUS

10.1   Binding  Nature and  Assignment.  This  Agreement  will be binding on the
       parties and their respective  successors and permitted  assigns.  Neither
       party may  assign  this  Agreement  unless it obtains  the prior  written
       comment  of the other  party  (except  that  Aurum will have the right to
       perform the Services itself and through various of its  subsidiaries  and
       to subcontract to unaffiliated third parties portions of the Services, so
       long as Aurum remains responsible for the obligations performed by any of
       its  subsidiaries  and  subcontractors  to the  same  extent  as if  such
       obligations were performed by Aurum employees), which consent will not be
       unreasonably  withheld.  The  following  transactions  relating to either
       party will not require  approval  of the other party under this  Section:
       any  merger   (including  a   reincorporation   merger),   consolidation,
       reorganization, stock exchange, sale of stock or substantially all of the
       assets,  or other similar or related  transaction  in which such party is
       the surviving entity or, if such party is not the surviving entity,  time
       surviving  entity  continues  to conduct the  business  conducted by such
       party prior to consummation of the transaction.

10.2   Hiring of Employees.  During the term of this  Agreement and for a period
       of twelve  months  thereafter,  neither  party  will,  without  the prior
       written  consent of the other,  offer  employment to or employ any person
       employed then or within the  preceding  twelve months by the other party,
       if the person was involved in providing or receiving Services.

10.3   Notices.  Any notice under this Agreement will be deemed to be given when
       (i)  delivered  by hand or  overnight  delivery  service,  or  three  (3)
       business days after having been mailed by registered  United States mail,
       return receipt  requested,  and (ii) addressed to the recipient  party at
       its address set forth in the first paragraph of this Agreement and to the
       attention of its President,  in the case of Customer, or to the attention
       of  President,  in the case of Aurum.  Either party may from time to time
       change its address for notification  purposes,  by giving the other prior
       written  notice of the new address and the date upon which it will become
       effective.

10.4   Relationship of Parties.  Aurum, in providing  Services,  is acting as an
       independent  contractor  and  does not  undertake  by this  Agreement  or
       otherwise  to  perform  any  regulatory  or  contractual   obligation  of
       Customer.  Aurum has the sole right and obligation to supervise,  manage,
       contract,  direct, procure,  perform or cause to be performed all work to
       be performed by Aurum under this Agreement.

10.5   Modification. Aurum may from time to time modify any of the provisions of
       this  Agreement to be effective at any time on or after the expiration of
       the Initial  Term by giving  Customer at least six months  prior  written
       notice  describing  the  modification  and the date upon which it will be
       effective (the "Modification  Date"). If Aurum gives Customer notice of a
       modification  pursuant to this  Section,  Customer  may, by giving  Aurum
       written  notice at least three  months  prior to the  Modification  Date,
       terminate this Agreement as of such  Modification  Date or at a specified
       later date. Unless Customer  provides such notice,  the modification will
       be effective for any period after the Modification Date.

10.6   Waiver.  A waiver  by  either  of the  parties  of any of the  covenants,
       conditions,  or  agreements  to be  performed  by the other or any breach
       thereof will not be construed to be a waiver of any succeeding  breach or
       of  any  other  covenant,  condition,  or  agreement  contained  in  this
       Agreement.

10.7   Media Releases.  All media  releases,  public  announcements,  and public
       disclosures  by Customer or  Customer's  employees or agents  relating to
       this  Agreement  or the  subject  matter  of  this  Agreement,  including
       promotional  or  marketing  material,   but  excluding  any  announcement
       intended  solely for internal  distribution by Customer or any disclosure
       required by legal,  accounting,  or  regulatory  requirements  beyond the
       reasonable control of Customer,  will be coordinated with and approved by
       Aurum prior to release.

10.8   Entire Agreement.  This Agreement and all attached  Schedules  constitute
       the entire  agreement  between  Aurum and  Customer  with  respect to the
       subject  matter  of  this  Agreement.  There  are  no  understandings  or
       agreements  relative  to this  Agreement  which are not  fully  expressed
       herein and no change,  waiver,  or  discharge of this  Agreement  will be
       valid  unless in writing  and  executed  by the party  against  whom such
       change, waiver, or discharge is sought lo be enforced. This Agreement may
       he amended only by an amendment in writing, signed by the parties.

10.9   Time Zones.  Unless otherwise  provided herein,  all processing times are
       deemed to be the time zone within which  Customer's  principal  office is
       located.

10.10  Governing  Law.  This  Agreement  will be  governed by and  construed  in
       accordance with the laws of the State of Texas.

10.11  Execution of Agreement.  Three original  copies of this Agreement will be
       executed and submitted to Aurum by Customer.  This  Agreement will become
       effective  when Aurum executes this  Agreement.  Aurum will return one of
       the executed copies to Customer.  By executing this  Agreement,  Customer
       represents and warrants that (a) this Agreement has been duly authorized;
       (b) such  execution does not, and will not, cause a breach by Customer of
       any other contract,  agreement,  or  understanding to which Customer is a
       party; and (c) this Agreement constitutes a valid, fully enforceable, and
       legally  binding  obligation  of Customer.  Customer  will  maintain this
       Agreement as an official record of Customer continuously from the time of
       its execution.



<PAGE>



       IN WITNESS  WHEREOF,  Customer and Aurum have caused this Agreement to be
signed and delivered by their respective duly authorized representatives.

Customer:                                     Accepted by:
OWEN COMMUNITY BANK, sb                       AURUM TECHNOLOGY INC.


By: /s/ Kurt J. Meier                         By: /s/ Edward G. Webb
   ----------------------------------            -------------------------------
         Authorized Signature                           Authorized Signature

  Kurt J. Meier       President                 Edward G. Webb            SVP
-------------------------------------         ----------------------------------
     Type or Print Name and Title                Type and Print Name and Title

        12-5-01                                         12-5-01
-------------------------------------         ----------------------------------
              Date                                            Date