<PAGE>   1

                                                                    EXHIBIT 10.5

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                                                              EXECUTION ORIGINAL

                                MASTER AGREEMENT

         This Master Agreement is made as of the 1 day of March, 2001, by and
between Team Financial, Inc., a __________________ corporation and Metavante
Corporation, a Wisconsin corporation.

         In consideration of the payments to be made and services to be
performed hereunder, the parties agree as follows:

         Customer desires Metavante to provide to Customer the services set
forth in this Agreement and Metavante desires to provide such services to
Customer, all as provided in this Agreement.

         THEREFORE, upon the terms and subject to the conditions set forth in
this Agreement and intending to be legally bound, the parties hereto agree as
follows:

         Metavante shall provide to Customer and Customer shall receive from
Metavante, all upon the terms and conditions set forth in this Agreement, the
Services specified in this Agreement. Metavante may provide to Customer and
Customer may receive additional services hereunder upon mutual agreement and by
completion of a New Services Schedule. This Agreement includes the Schedules
marked with an "X" below, which contain additional terms and conditions relating
to the applicable Service including applicable fees and charges. Each marked
Schedule and each New Services Schedule, if any, subsequently agreed to and
executed by Metavante and Customer are incorporated into this Agreement by
reference as if set forth in this Agreement in full.

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                                    SCHEDULES

<TABLE>
<CAPTION>
    FINANCIAL TECHNOLOGY SOLUTIONS                 E-FINANCE SOLUTIONS
    ------------------------------                 -------------------
<S>                                                <C>
/X/ A  Customer Relationship Management (CRM)      / / F  Electronic Bill Presentment
/X/ B  Electronic Funds Delivery                    / / G  Electronic Bill Payment
/X/ C  Financial Accounts Processing               /X/ H  Online Business/Consumer Banking
/ / D  Trust and Investment Processing
/ / E  Business Process Outsourcing                MISCELLANEOUS
                                                   -------------
                                                   /X/ I  Automated Clearing House (ACH)
                                                   /X/ J  Termination Fee
                                                   /X/ K  Network Design
                                                   / / L  Other:___________________
</TABLE>

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         The general terms and conditions and all exhibits attached hereto are
incorporated herein and deemed part of this Agreement.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on their behalf as of the date first above written.

<TABLE>
<CAPTION>
METAVANTE CORPORATION                                         TEAM FINANCIAL, INC.
<S>                                                           <C>
By: /s/ Owen J. Sullivan                                      By:   /s/ Robert J. Weatherbie
   ---------------------------------------------------              ---------------------------
Name: Owen J. Sullivan                                        Name: Robert J. Weatherbie
                                                                    ---------------------------
Title: President, Financial Services Group                    Title: Chairman and CEO
                                                                    ---------------------------

By: /s/ Thomas J. McBride                                     By:
   ---------------------------------------------------              ---------------------------
Name: Thomas J. McBride                                       Name:
                                                                    ---------------------------
Title: Senior Vice President, Client Services Division        Title:
                                                                    ---------------------------
</TABLE>

                                    [STAMP]

<PAGE>   2

                          GENERAL TERMS AND CONDITIONS

1.       DEFINITIONS

         1.1. DEFINITIONS. Capitalized terms shall have the meaning ascribed to
them on attached EXHIBIT A.

         1.2. REFERENCES. In this Agreement, references and mention of the word
"includes" and "including" shall mean "includes, without limitation" and
"including, without limitation," as applicable.

         1.3. INTERPRETATION. In the event of a conflict between the general
terms and conditions and the terms of any exhibits and schedules attached
hereto, the terms of the schedules and exhibits shall prevail and control the
interpretation of the Agreement. The exhibits and schedules together with the
general terms and conditions shall be interpreted as a single document.

2.       TERM

         2.1. INITIAL TERM. The term of this Agreement shall commence on the
Effective Date and end on the fifth (5th) year anniversary of the last day of
the month in which the Commencement Date occurs.

         2.2. EXTENSIONS. Unless this Agreement has been earlier terminated,
this Agreement shall be automatically renewed for additional six-month periods
(each, a "Renewal Term") unless either party shall provide the other party with
written notice of termination at least one hundred eighty (180) days prior to
the expiration date for the Initial Term or Renewal Term, as applicable.

3.       APPOINTMENT

         3.1. PERFORMANCE BY METAVANTE AFFILIATES OR SUBCONTRACTORS. Customer
understands and agrees that the actual performance of the Services may be made
by one or more Affiliates of Metavante Corporation, or subcontractors of any of
the foregoing Entities (collectively, the "Eligible Providers"). For purposes of
this Agreement, performance of the Services by any Eligible Provider shall be
deemed performance by Metavante itself. Metavante shall remain fully responsible
for the performance or non-performance of each Eligible Provider under this
Agreement, to the same extent if Metavante itself performed or failed to perform
such services. Customer agrees to look solely to Metavante, and not to any
Eligible Provider, for satisfaction of any claims Customer may have arising out
of this Agreement or the performance or nonperformance of Services.

         3.2. THIRD PARTY PRODUCTS/SERVICES. The parties acknowledge that
certain services and products necessary for the performance of the Services are
being, and in the future may be, provided by Third Parties who will contract
directly with Customer. Metavante shall have no liability to Customer for
information and products supplied by, or services performed by, such Third
Parties in conjunction with the Services.

         3.3. PROPER INSTRUCTIONS. "Proper Instructions" shall mean those
instructions sent to Metavante by letter, memorandum, telegram, cable, telex,
telecopy facsimile, computer terminal, e-mail or other "on line" system or
similar means of communication or given orally over the telephone or given in
person by one or more of the person(s) whose name(s) and signature(s) are listed
on the most recent certificate delivered by Customer to Metavante which lists
those persons authorized to give orders, corrections and instructions in the
name of and on behalf of Customer. Proper Instructions shall specify the action
requested to be taken or omitted.

4.       SERVICES

         4.1. SERVICES. Metavante agrees that the Services shall be provided to
Customer in accordance with the applicable Documentation, and in accordance with
this Agreement.

         4.2. NEW SERVICES. If Customer wishes to receive any New Service which
is included in Metavante's then-current standard pricing, Customer shall notify
Metavante and the parties shall implement the same on a mutually acceptable time
schedule. If the New Service is not identified in Metavante's then-current
standard pricing, Customer shall submit a written request for estimates to
Metavante in accordance with Section 14.1 of this Agreement. Nothing contained
herein shall obligate Metavante to develop a New Service for Customer.

         4.3. PROFESSIONAL SERVICES. Metavante agrees to provide Customer with
the Professional Services in accordance with mutually agreed functional
specifications. Metavante and Customer intend and agree that Metavante shall
retain title and all other ownership and proprietary rights in and to the
Metavante Proprietary Materials and Information. Such ownership and proprietary
rights shall include any and all rights in and to patents, trademarks,
copyrights, and trade secret rights. Metavante and Customer agree that Metavante
Proprietary Materials and Information are NOT "work made for hire" within the
meaning of U.S. Copyright Act 17 U.S.C. Section 101.

5.       FEES

         5.1. FEE STRUCTURE. The fees for the Initial Services are set forth in
the applicable Fee Schedule(s). Customer agrees to pay Metavante the fees
specified in the Fee Schedule(s) for such services. Services not specifically
set forth on a Fee Schedule shall be subject to Metavante's then current
standard pricing. Fees for New Services shall be as set forth in Metavante's
then current standard pricing or, if applicable, the mutually agreed upon Fee
Schedules for such services.

         5.2. PRICING AND OPERATIONAL ASSUMPTIONS. The Fee Schedule(s) set forth
the operational and pricing assumptions, if any, made by Metavante following
completion of its preliminary due diligence of Customer's requirements and its
evaluation of


                                       1
<PAGE>   3

information provided by Customer. If the parties determine that one or more of
the pricing or operational assumptions listed in the Fee Schedule(s) is
inaccurate or incomplete in any material respect, the parties will negotiate in
good faith regarding an equitable adjustment to any materially and adversely
impacted provisions of this Agreement. In addition to the charges specified on
the Fee Schedule(s), Customer shall be responsible for all pass through charges
assessed by Third Parties.

         5.3. EXCLUDED COSTS. The fees set forth in the Fee Schedule(s) do not
include shipping and courier costs, telecommunication charges, LU charges,
Expenses, Third Party pass-through charges, workshop fees, training fees, late
fees or charges and Taxes, which shall be the responsibility of Customer.

         5.4. DISPUTED AMOUNTS. If Customer disputes any charge or amount on any
invoice and such dispute cannot be resolved promptly through good faith
discussions between the parties, Customer shall pay the amounts due under this
Agreement less the disputed amount, and the parties shall diligently proceed to
resolve such disputed amount. An amount will be considered disputed in good
faith if (i) Customer delivers a written statement to Metavante on or before the
due date of the invoice, describing in detail the basis of the dispute and the
amount being withheld by Customer, (ii) such written statement represents that
the amount in dispute has been determined after due investigation of the facts
and that such disputed amount has been determined in good faith, and (iii) all
other amounts due from Customer that are not in dispute have been paid in
accordance with the terms of this Agreement.

         5.5. TERMS OF PAYMENT. All fees shall be paid to Metavante as set forth
in the Fee Schedule(s). To effect payment, of the Monthly Base Fee only Customer
hereby authorizes Metavante to initiate debit entries from and, if necessary,
initiate credit entries and adjustments to Customer's account at the depository
institution designated in the ACH Authorization Agreement attached hereto as
EXHIBIT C, which shall be executed by Customer contemporaneously with the
execution of this Agreement. All amounts due under this Agreement shall be paid
within thirty (30) days of the date of invoice, unless otherwise provided in the
Fee Schedule. Undisputed charges not paid by the due date shall be subject to
annual interest at the rate of 12% or the highest rate permitted by law,
whichever is lower. Customer shall also pay any reasonable collection fees,
court costs, reasonable attorneys' fees, and Damages incurred by Metavante in
collecting payment of the charges and any other amounts for which Customer is
liable under the terms and conditions of this Agreement.

         5.6. MODIFICATION OF TERMS AND PRICING. Customer's fees shall be
adjusted each January 1 commencing January, 2002. The price increase shall be
determined by averaging Customer's invoices (net of communications, taxes,
miscellaneous fees, third party pass-through, and one-time fees) for the months
of September, October, and November immediately preceding the effective date of
the price increase and adding the Monthly New Product Credit (if still
applicable) to the average. The resulting total shall be used to determine the
amount of the increase in fees in accordance with the following table:

<TABLE>
<S>               <C>                <C>
         Year 2   $72,000            No increase
                  $69,000-$71,999    3.5% increase
                  Under $69,000      CPI (core), plus 1%, with a floor of 4% and a maximum of 7%

         Year 3   $79,000            No increase
                  $75,000-$78,999    3.5% increase
                  Under $75,000      CPI (core), plus 1%, with a floor of 4% and a maximum of 7%

         Year 4   $87,000            No increase
                  $83,000-$86,999    3.5% increase
                  Under $83,000      CPI (core), plus 1%, with a floor of 4% and a maximum of 7%

         Year 5   $95,000            No increase
                  $90,000-$94,999    3.5% increase
                  Under $90,000      CPI (core), plus 1%, with a floor of 4% and a maximum of 7%
</TABLE>

6.       PERFORMANCE WARRANTY/EXCLUSIVE REMEDY/DISCLAIMER OF ALL OTHER
         WARRANTIES

         6.1. PERFORMANCE WARRANTY. Metavante warrants that it will provide the
Services in a commercially reasonable manner in substantial conformity with this
Agreement (the "Performance Warranty"). THIS PERFORMANCE WARRANTY IS SUBJECT TO
THE WARRANTY EXCLUSIONS SET FORTH BELOW IN SECTION 6.2 AND THE REMEDY
LIMITATIONS SET FORTH BELOW IN SECTION 6.3.

         6.2. PERFORMANCE WARRANTY EXCLUSIONS. Except as may be expressly agreed
in writing by Metavante, Metavante's Performance Warranty does not apply to:

                  A. defects, problems, or failures caused by the Customer's
nonperformance of obligations essential to Metavante's performance of its
obligations; and/or

                  B. defects, problems, or failures caused by an event of FORCE
MAJEURE.

         6.3. NOTICE OF AND CORRECTION OF DEFECTS. Customer shall notify
Metavante in writing of any alleged breach of this Performance Warranty. If the
breach relates to a Performance Standard, Metavante shall have ninety (90) days
to correct the alleged breach; for all other breaches of the Performance
Warranty, Metavante shall have thirty (30) days to correct the alleged


                                       2
<PAGE>   4

breach. During this time period, Metavante shall use reasonable efforts, at its
own expense, to remedy the breach. Customer shall be responsible for making
whatever appropriate adjustments may be necessary to mitigate adverse effects on
Customer until Metavante remedies the breach. Metavante will, at Metavante's
expense, assist Customer in making such corrections through the most
cost-effective means, whether manual, by system reruns or program modifications.

         6.4. BACKUP REMEDY. If Metavante fails to remedy the breach in the time
periods specified in Section 6.3 above, Customer may file a claim for Damages
pursuant to the dispute resolution procedure set forth in Section 11.1 below
and, in addition, terminate the Agreement for cause pursuant to Section 8.2
below and claim Damages as provided in Section 9.3 below. THE BACKUP REMEDY SET
FORTH IN THIS SECTION 6.4 IS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR
METAVANTE'S BREACH OF THE PERFORMANCE WARRANTY, TO THE EXCLUSION OF ALL OTHER
REMEDIES, IN CONTRACT, TORT, OR OTHERWISE.

         6.5. DISCLAIMER OF ALL OTHER WARRANTIES. THIS PERFORMANCE WARRANTY, AND
THE REPRESENTATIONS IN ARTICLE 12, ARE IN LIEU OF, AND METAVANTE DISCLAIMS ANY
AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED,
ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT METAVANTE KNOWS, HAS
REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH
PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE
TRADE, OR BY COURSE OF DEALING. IN ADDITION, METAVANTE DISCLAIMS ANY WARRANTY OR
REPRESENTATION TO ANY PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE SERVICES
PROVIDED UNDER THIS AGREEMENT.

7.       MODIFICATION OR PARTIAL TERMINATION

         7.1. MODIFICATIONS TO SERVICES. Metavante may modify, amend, enhance,
update, or provide an appropriate replacement for the software used to provide
the Services, or any element of its systems or processes at any time to: (i)
improve the Services or (ii) facilitate the continued economic provision of the
Services to Customer or Metavante, provided that neither the functionality of
the Services nor any applicable Performance Standards are materially adversely
affected.

         7.2. PARTIAL TERMINATION BY METAVANTE. Except as may be provided in any
Schedule, Metavante may, at any time, withdraw any of the Services to its entire
Customer base upon providing one hundred twenty (120) days' prior written notice
to Customer. Metavante may also terminate any service immediately upon any final
regulatory, legislative, or judicial determination that providing such service
is inconsistent with applicable law or regulation. If Metavante terminates any
service, Metavante agrees to assist Customer, without additional charge, in
identifying an alternate provider of such terminated service.

         7.3. PARTIAL TERMINATION BY CUSTOMER. Except as may be provided in any
Schedule, Customer agrees that, during the Term, Customer shall obtain
exclusively from Metavante all of its requirements covered by the Initial
Services. If Customer breaches the foregoing covenant, Customer shall pay
Metavante a Termination Fee for the discontinued Service, as liquidated damages
and not as a penalty.

8.       TERMINATION

         8.1. EARLY TERMINATION. The terms and conditions set forth on SCHEDULE
J of the Agreement shall govern the early termination of this Agreement (or any
service which is part of the Initial Services).

         8.2. FOR CAUSE. If either party fails to perform any of its material
obligations under this Agreement and does not cure such failure within thirty
(30) days (or any other cure period specifically set forth in the Agreement)
after being given notice specifying the nature of the failure, then the
non-defaulting party may, by giving notice to the other party, terminate this
Agreement as of the date specified in such notice of termination, or such later
date agreed to by the parties, without prejudice to the non-defaulting party's
right to collect Damages (if the non-defaulting party is the Customer) or the
Termination Fee (if the non-defaulting party is Metavante).

         8.3. FOR INSOLVENCY. In addition to the termination rights set forth in
Sections 8.1 and 8.2, subject to the provisions of Title 11, United States Code,
if either party becomes or is declared insolvent or bankrupt, is the subject to
any proceedings relating to its liquidation, insolvency or for the appointment
of a receiver or similar officer for it, makes an assignment for the benefit of
all or substantially all of its creditors, or enters into an agreement for the
composition, extension, or readjustment of all or substantially all of its
obligations, or is subject to regulatory sanction by any Federal Regulator, then
the other party may, by giving written notice to such party, may terminate this
Agreement as of a date specified in such notice of termination; provided that
the foregoing shall not apply with respect to any involuntary petition in
bankruptcy filed against a party unless such petition is not dismissed within
sixty (60) days of such filing.

9.       LIMITATION OF LIABILITY/MAXIMUM DAMAGES ALLOWED

         9.1. EQUITABLE RELIEF. Either party may seek equitable remedies,
including injunctive relief, for a breach of the other party's obligations under
Article 13 of this Agreement, prior to commencing the dispute resolution
procedures set forth in Section 11.1 below.

         9.2. EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES. Independent of,
severable from, and to be enforced independently of any other provision of this
Agreement, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON
CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) IN CONTRACT, TORT,
(INCLUDING NEGLIGENCE) OR OTHERWISE, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL,
PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND--including lost profits, loss of
business, or other economic damage, and further including injury to property, AS
A RESULT OF BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT, INCLUDING
ANY FAILURE OF


                                       3
<PAGE>   5

PERFORMANCE, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS
ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

         9.3. MAXIMUM DAMAGES ALLOWED. Notwithstanding any other provision of
this Agreement, and for any reason, including breach of any duty imposed by this
Agreement or independent of this Agreement, and regardless of any claim in
contract, tort (including negligence) or otherwise, Metavante's total, aggregate
liability under this Agreement shall in no circumstance exceed payments made to
Metavante by Customer under this Agreement during the four (4) months prior to
the act or event giving rise to such claim.

         9.4. STATUTE OF LIMITATIONS. No lawsuit or other action may be brought
by either party hereto, or on any claim or controversy based upon or arising in
any way out of this Agreement, after one (1) year from the date on which the
cause of action arose regardless of the nature of the claim or form of action,
whether in contract, tort (including negligence) or otherwise; provided,
however, the foregoing limitation shall not apply to the collection of any
amounts due under this Agreement.

         9.5. ECONOMIC LOSS WAIVER. In addition to and not in limitation of any
other provision of this Article 9, each party hereby knowingly, voluntarily, and
intentionally waives any right to recover from the other party, and Customer
waives any right to recover from any Eligible Provider, any economic losses or
damages in any action brought under tort theories, including, misrepresentation,
negligence and/or strict liability and/or relating to the quality or performance
of any products or services provided by Metavante. For purposes of this waiver,
economic losses and damages include monetary losses or damages caused by a
defective product or service except personal injury or damage to other tangible
property. Even if remedies provided under this Agreement shall be deemed to have
failed of their essential purpose, neither party shall have any liability to the
other party under tort theories for economic losses or damages.

         9.6. LIQUIDATED DAMAGES. Customer acknowledges that Metavante shall
suffer a material adverse impact on its business if this Agreement is terminated
prior to expiration of the Term, and that the resulting damages may not be
susceptible of precise determination. Customer acknowledges that the Termination
Fee is a reasonable approximation of such damages and shall be deemed to be
liquidated damages and not a penalty.

         9.7. ESSENTIAL ELEMENTS. Customer and Metavante acknowledge and agree
that the limitations contained in this Article 9 are essential to this
Agreement, and that Metavante has expressly relied upon the inclusion of each
and every provision of this Article 9 as a condition to executing this
Agreement.

10.      INSURANCE AND INDEMNITY

         10.1. INSURANCE. Metavante shall maintain for its own protection
fidelity bond coverage for its personnel; insurance coverage for loss from fire,
disaster or other causes contributing to interruption of normal services,
reconstruction of data file media and related processing costs; additional
expenses incurred to continue operations; and business interruption to reimburse
Metavante for losses resulting from suspension of the Services due to physical
loss of equipment.

         10.2. INDEMNITY.

                  A. Customer shall indemnify Metavante from, defend Metavante
against, and pay any final judgments awarded against Metavante, resulting from:
(i) the operation of Customer's business; (ii) work-related injury or death
caused by Customer or its employees or agents; (iii) tangible personal or real
property damage resulting from Customer's acts or omissions; (iv) Customer's
breach of Section 12.2 B hereof; (v) the data, information and/or instructions
furnished by Customer and any inaccuracy or inadequacy therein, (vi) Customer's
use or inability to use the results of the Services in Customer's business; and
(vii) economic loss or damage to any Third Party from use of the Services by
Customer hereunder.

                  B. Metavante shall indemnify Customer from, defend Customer
against, and pay any final judgment awarded against Customer, resulting from:
(i) the operation of Metavante's business; (ii) work-related injury or death
caused by Metavante, its employees, or agents; (iii) tangible personal or real
property damage resulting from Metavante's acts or omissions; and (iv) any claim
by a Third Party that the Services or the Metavante Software infringe upon any
patent, copyright or trademark of a Third Party under the laws of the United
States.

         10.3. INDEMNIFICATION PROCEDURES. If any Third Party makes a claim
covered by Section 10.2 against an indemnitee with respect to which such
indemnitee intends to seek indemnification under this Section, such indemnitee
shall give notice of such claim to the indemnifying party, including a brief
description of the amount and basis therefor, if known. Upon giving such notice,
the indemnifying party shall be obligated to defend such indemnitee against such
claim, and shall be entitled to assume control of the defense of the claim with
counsel chosen by the indemnifying party, reasonably satisfactory to the
indemnitee. The indemnitee shall cooperate fully with, and assist, the
indemnifying party in its defense against such claim in all reasonable respects.
The indemnifying party shall keep the indemnitee fully apprised at all times as
to the status of the defense. Notwithstanding the foregoing, the indemnitee
shall have the right to employ its own separate counsel in any such action, but
the fees and expenses of such counsel shall be at the expense of the indemnitee.
Neither the indemnifying party nor any indemnitee shall be liable for any
settlement of action or claim effected without its consent. Notwithstanding the
foregoing, the indemnitee shall retain, assume, or reassume sole control over
all expenses relating to every aspect of the defense that it believes is not the
subject of the indemnification provided for in this Section. Until both (a) the
indemnitee receives notice from indemnifying party that it will defend, and (b)
the indemnifying party assumes such defense, the indemnitee may, at any time
after ten (10) days from the date notice of claim is given to the indemnifying
party by the indemnitee, resist or otherwise defend the claim or, after
consultation with and consent of the indemnifying party, settle or otherwise
compromise or pay the claim. The indemnifying party shall pay all costs of
indemnity arising out of or relating to that defense and any such settlement,
compromise, or payment. The indemnitee shall keep the indemnifying party fully
apprised at all times as to the status of the defense. Following
indemnification


                                       4
<PAGE>   6

as provided in this Section, the indemnifying party shall be subrogated to all
rights of the indemnitee with respect to the matters for which indemnification
has been made.

11.      DISPUTE RESOLUTION

         11.1. REPRESENTATIVES OF PARTIES. All disputes arising under or in
connection with this Agreement shall initially be referred to the
representatives of each party who customarily manages the relationship between
the parties. If such representatives are unable to resolve the dispute within
five (5) Business Days after referral of the matter to them, the managers of the
representatives shall attempt to resolve the dispute. If, after five (5)
Business Days they are unable to resolve the dispute, senior executives of the
parties shall attempt to resolve the dispute. If, after five (5) Business Days
they are unable to resolve the dispute, the parties shall submit the dispute to
the chief executive officers of the parties for resolution to be completed in
five (5) Business Days. Neither party shall commence legal proceedings with
regard to a dispute until completion of the dispute resolution procedures set
forth in this Section 11.1, except to the extent necessary to preserve its
rights or maintain a superior position against other creditors or claimants.

         11.2. CONTINUITY OF PERFORMANCE. During the pendency of the dispute
resolution proceedings described in this Article 11, Metavante shall continue to
provide the Services so long as Customer shall continue to pay all undisputed
amounts to Metavante in a timely manner.

12.      AUTHORITY

         12.1. METAVANTE. Metavante represents and warrants that:

                  A. Metavante has the right to provide the Services hereunder,
using all computer software required for that purpose.

                  B. Metavante is a corporation validly existing and in active
status under the laws of the State of Wisconsin. It has all the requisite
corporate power and authority to execute, deliver and perform its obligations
under this Agreement. The execution, delivery and performance of this Agreement
has been duly authorized by Metavante and this Agreement is enforceable in
accordance with its terms against Metavante. No approval, authorization or
consent of any governmental or regulatory authorities is required to be obtained
or made by Metavante in order for Metavante to enter into and perform its
obligations under this Agreement.

         12.2. CUSTOMER. Customer represents and warrants that:

                  A. It is a corporation validly existing and in good standing
under the laws of the state of its incorporation. It has all the requisite
corporate power and authority to execute, deliver and perform its obligations
under this Agreement. The execution, delivery and performance of this Agreement
has been duly authorized by Customer and this Agreement is enforceable in
accordance with its terms against Customer. No approval, authorization or
consent of any governmental or regulatory authorities required to be obtained or
made by Customer in order for Customer to enter into and perform its obligations
under this Agreement.

                  B. In the event that Customer requests Metavante to disclose
to any Third Party or to use any of Customer's Confidential Information (as
defined in Section 13.3), and such Confidential Information is or may be subject
to the Privacy Regulations, such disclosure or use shall be permitted by the
Privacy Regulations and by any initial, annual, opt-out, or other privacy notice
that Customer issued with respect to such Confidential Information pursuant to
the Privacy Regulations.

13.      CONFIDENTIALITY AND OWNERSHIP

         13.1. CUSTOMER DATA. Customer shall remain the sole and exclusive owner
of all Customer Data and its Confidential Information (as defined in Section
13.3), regardless of whether such data is maintained on magnetic tape, magnetic
disk, or any other storage or processing device. All such Customer Data and
other Confidential Information shall, however, be subject to regulation and
examination by the appropriate auditors and regulatory agencies to the same
extent as if such information were on Customer's premises.

         13.2. METAVANTE SYSTEMS. Customer acknowledges that it has no rights in
any software, systems, documentation, guidelines, procedures and similar related
materials or any modifications thereof provided by Metavante, except with
respect to Customer's use of the same during the Term to process its data.

         13.3. CONFIDENTIAL INFORMATION. "Confidential Information" of a party
shall mean all confidential or proprietary information and documentation of such
party, whether or not marked as such including, with respect to Customer, all
Customer Data. Confidential Information shall not include: (i) information which
is or becomes publicly available (other than by the party having the obligation
of confidentiality) without breach of this Agreement; (ii) information
independently developed by the receiving party; (iii) information received from
a Third Party not under a confidentiality obligation to the disclosing party; or
(iv) information already in the possession of the receiving party without
obligation of confidence at the time first disclosed by the disclosing party.
The parties acknowledge and agree that the substance of the negotiations of this
Agreement, and the terms of this Agreement are considered Confidential
Information subject to the restrictions contained herein.

         13.4. OBLIGATIONS OF THE PARTIES. Neither party shall use, copy, sell,
transfer, publish, disclose, display, or otherwise make any of the other party's
Confidential Information available to any Third Party without the prior written
consent of the other party. Each party shall hold the Confidential Information
of the other party in confidence and shall not disclose or use such Confidential
Information other than for the purposes contemplated by this Agreement and, to
the extent that Confidential Information of Customer may be subject to the
Privacy Regulations, as permitted by the Privacy Regulations, and shall instruct
their employees, agents, and contractors to use the same care and discretion
with respect to the Confidential Information of the


                                       5
<PAGE>   7

other party or of any Third Party utilized hereunder that Metavante and Customer
each require with respect to their own most confidential information, but in no
event less than a reasonable standard of care, including the utilization of
security devices or procedures designed to prevent unauthorized access to such
materials. Each party shall instruct its employees, agents, and contractors of
its confidentiality obligations hereunder and not to attempt to circumvent any
such security procedures and devices. Each party's obligation under the
preceding sentence may be satisfied by the use of its standard form of
confidentiality agreement, if the same reasonably accomplishes the purposes here
intended. All such Confidential Information shall be distributed only to persons
having a need to know such information to perform their duties in conjunction
with this Agreement.

         13.5. SECURITY. Metavante shall be responsible for establishing and
maintaining commercially reasonable safeguards against any disaster, loss or
alteration of the Customer Data in the possession of Metavante. Such safeguards
shall be deemed to be commercially reasonable if they are no less rigorous than
safeguards Metavante uses to protect its own data of a similar nature.

         13.6. OWNERSHIP AND PROPRIETARY RIGHTS. Metavante reserves the right to
determine the hardware, software and tools to be used by Metavante in performing
the Services. Metavante shall retain title and all other ownership and
proprietary rights in and to the Metavante Proprietary Materials and
information. Such ownership and proprietary rights shall include any and all
rights in and to patents, trademarks, copyrights, and trade secret rights.
Customer agrees that the Metavante Proprietary Materials and Information are not
"work made for hire" within the meaning of U.S. Copyright Act 17 U.S.C. Section
101.

         13.7. THE PRIVACY REGULATIONS. In the event that Customer requests
Metavante to disclose to any Third Party or to use any of Customer's
Confidential Information, and such Confidential Information is or may be subject
to the Privacy Regulations, Metavante reserves the right, prior to such
disclosure or use, (i) to review any initial, annual, opt-out, or other privacy
notice that Customer issued with respect to such Confidential Information
pursuant to the Privacy Regulations, and if requested by Metavante, Customer
shall promptly provide Metavante with any such notice, and (ii) to decline to
disclose to such Third Party or to use such Confidential Information if
Metavante, in Metavante's sole discretion, believes that such disclosure or use
is or may be prohibited by the Privacy Regulations or by any such notice.

14.      MANAGEMENT OF PROJECT

         14.1. DEVELOPMENT PROJECTS AND TECHNICAL SUPPORT. Upon Customer's
written request, Metavante will develop and provide to Customer a good faith
estimate of any additional charges which Customer may incur in connection with
the operation of any new software, major modification or enhancements developed
by Metavante or the acquisition of Third Party software related to any Service.
Nothing contained herein shall obligate Metavante to develop enhancements
requested by Customer.

15.      DISASTER RECOVERY

         15.1. SERVICES CONTINUITY PLAN. Metavante shall maintain throughout the
Term of the Agreement a Services Continuity Plan (the "Plan") in compliance with
applicable regulatory requirements. Review and acceptance of the Plan as may be
required by any applicable regulatory agency shall be the responsibility of
Customer. Metavante shall cooperate with Customer in conducting such reviews as
such regulatory agency may from time to time reasonably request. A detailed
Executive Summary of the Plan has been provided to Customer. Updates to the Plan
shall be provided to Customer without charge.

         15.2. RELOCATION. If appropriate, Metavante shall relocate all affected
Services to an alternate disaster recovery site as expeditiously as possible
after declaration of a Disaster, and shall coordinate with Customer all
requisite telecommunications modifications necessary to achieve full
connectivity to the disaster recovery site, in material compliance with all
regulatory requirements. "Disaster" shall have the meaning set forth in the
Plan.

         15.3. RESUMPTION OF SERVICES. The Plan provides that, in the event of a
Disaster, Metavante will be able to resume the Services in accordance therewith
within the time periods specified in the Plan. In the event Metavante is unable
to resume the Services to Customer within the time periods specified in the
Plan, Customer shall have the right to terminate this Agreement without payment
of the Termination Fee upon written notice to Metavante delivered within
forty-five (45) days after declaration of such Disaster. In the event of
termination as a result of Metavante's inability to resume Services, Metavante
shall provide Customer's data in its standard format at no charge. Any custom
programming requested by Customer for such data shall be charged in accordance
with Metavante's then-current charges for such services.

         15.4. ANNUAL TEST. Metavante shall test its Plan by conducting one (1)
test annually and shall provide Customer with a description of the test results
in accordance with applicable laws and regulations.

16.      MISCELLANEOUS PROVISIONS

         16.1. GOVERNING LAW. The validity, construction and interpretation of
this Agreement and the rights and duties of the parties hereto shall be governed
by the internal laws of the State of Wisconsin, excluding its principles of
conflict of laws.

         16.2. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, together with the
exhibits and schedules hereto, constitutes the entire agreement between
Metavante and the Customer with respect to the subject matter hereof. There are
no restrictions, promises, warranties, covenants or undertakings other than
those expressly set forth herein and therein. This Agreement supersedes all
prior negotiations, agreements, and undertakings between the parties with
respect to such matter. This Agreement, including the exhibits and schedules
hereto, may be amended only by an instrument in writing executed by the parties
or their permitted assignees.

         16.3. RELATIONSHIP OF PARTIES. The performance by Metavante of its
duties and obligations under this Agreement shall be that of an independent
contractor and nothing contained in this Agreement shall create or imply an
agency relationship between Customer and Metavante, nor shall this Agreement be
deemed to constitute a joint venture or partnership between


                                       6
<PAGE>   8

Customer and Metavante.

         16.4. TRANSMISSION OF DATA. Metavante shall not be responsible for the
expense for transportation and transmission of, and the risk of loss for, data
and media transmitted between Metavante and Customer. Data lost by Metavante
following receipt, shall either be restored by Metavante from its backup media
or shall be reprocessed from Customer's backup media at no additional charge to
Customer.

         16.5. RELIANCE ON DATA. Metavante will perform the Services described
in this Agreement on the basis of information furnished by Customer. Metavante
shall be entitled to rely upon any such data, information, or instructions as
provided by Customer. If any error results from incorrect input supplied by
Customer, Customer shall be responsible for discovering and reporting such error
and supplying the data necessary to correct such error to Metavante for
processing at the earliest possible time.

         16.6. USE OF SERVICES. Customer assumes exclusive responsibility for
the consequences of any Proper Instructions Customer may give Metavante, for
Customer's failure to properly access the Services in the manner prescribed by
Metavante, and for Customer's failure to supply accurate input information.
Customer agrees that, except as otherwise permitted in this Agreement or in
writing by Metavante, Customer will use the Services only for its own internal
business purposes to service its banking customers and clients and will not sell
or otherwise provide, directly or indirectly, any of the Services or any portion
thereof to any Third Party.

         16.7. AFFILIATES. Customer agrees that it is responsible for assuring
compliance with this Agreement by those Affiliates receiving Services under this
Agreement. Customer agrees to be responsible for the submission of its
Affiliates' data to Metavante for processing and for the transmission to
Customer's Affiliates of such data processed by and received from Metavante.
Customer agrees to pay any and all fees owed under this Agreement for Services
rendered to its Affiliates.

         16.8. ASSIGNMENT. This Agreement may not be assigned by either party,
by operation of law or otherwise, without the prior written consent of the other
party, which consent shall not be unreasonably withheld, provided that (a)
Metavante's consent need not be obtained in connection with the assignment of
this Agreement pursuant to a merger in which Customer is a party and as a result
of which the surviving Entity becomes an Affiliate of another bank holding
company, bank, savings and loan association or other financial institution, so
long as the provisions of all applicable Schedules are complied with; and (b)
Metavante may freely assign this Agreement (i) in connection with a merger,
corporate reorganization or sale of all or substantially all of its assets,
stock or securities, or (ii) to any Entity which is a successor to the assets or
the business of the Metavante Corporation.

         16.9. NOTICES. Except as otherwise specified in the Agreement, all
notices, requests, approvals, consents and other communications required or
permitted under this Agreement shall be in writing and shall be personally
delivered or sent by (i) first class U.S. mail, registered or certified, return
receipt requested, postage pre-paid; or (ii) U.S. express mail, or other,
similar overnight courier service to the address specified below. Notices shall
be deemed given on the day actually received by the party to whom the notice is
addressed.

   In the case of Customer:               Team Financial, Inc.
                                          8 West Peoria, Suite 200
                                          P. 0. Box 402
                                          Paola KS 66071
                                          Attn:____________________

   For Billing Purposes:                  _________________________
                                          _________________________
                                          _________________________

   In the case of Metavante:              Metavante Corporation
                                          4900 West Brown Deer Road
                                          Milwaukee WI 53223
                                          Attn:  Thomas J. McBride
                                                 Senior Vice President

   Copy to:                                      and General Counsel

         16.10. HEADINGS. Headings in this Agreement are for reference purposes
only and shall not affect the interpretation or meaning of this Agreement.

         16.11. COUNTERPARTS. This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed an original but all of
which together constitute one and the same agreement.

         16.12. WAIVER. No delay or omission by either party to exercise any
right or power it has under this Agreement shall impair or be construed as a
waiver of such right or power. A waiver by any party of any breach or covenant
shall not be construed to be a waiver of any succeeding breach or any other
covenant. All waivers must be in writing and signed by the party waiving its
rights.


                                       7
<PAGE>   9

         16.13. SEVERABILITY. If any provision of this Agreement is held by
court or arbitrator of competent jurisdiction to be contrary to law, then the
remaining provisions of this Agreement will remain in full force and effect.
Articles 9 and 13 and Sections 16.1, and 16.21 shall survive the expiration or
earlier termination of this Agreement for any reason.

         16.14. ATTORNEYS' FEES AND COSTS. If any legal action is commenced in
connection with the enforcement of this Agreement or any instrument or agreement
required under this Agreement, the prevailing party shall be entitled to costs,
attorneys' fees actually incurred, and necessary disbursements incurred in
connection with such action, as determined by the court.

         16.15. FINANCIAL STATEMENTS. Metavante agrees to furnish to the
Customer copies of the then-current annual report for the Metavante Corporation,
within forty-five (45) days after such document is made publicly available.

         16.16. PUBLICITY. Neither party shall use the other party's name or
trademark or refer to the other party directly or indirectly in any media
release, public announcement or public disclosure relating to this Agreement or
its subject matter, in any promotional or marketing materials, lists or business
presentations, without consent from the other party for each such use or release
in accordance with this Section, provided that Metavante may include Customer's
name in Metavante's customer list and may identify Customer as its customer in
its sales presentations and marketing materials without obtaining Customer's
prior consent. Customer agrees that neither it, its directors, officers,
employees or agents shall disclose this Agreement or any of the terms or
provisions of this Agreement to any other party. Notwithstanding the foregoing,
at Metavante's request Customer agrees to issue a joint press release prepared
by Metavante to announce the relationship established by the parties hereunder.
Customer agrees that such press release shall be deemed approved by Customer in
the event that, within five (5) Business Days of receiving Metavante's proposed
press release, Customer does not provide written notice to Metavante describing
in reasonable detail Customer's objections to the press release. All other media
releases, public announcements, and public disclosures by either party relating
to this Agreement or the subject matter of this Agreement (each, a
"Disclosure"), including promotional or marketing material, but not including
(i) announcements intended solely for internal distribution, or (ii) disclosures
to the extent required to meet legal or regulatory requirements beyond the
reasonable control of the disclosing party, shall be subject to review and
approval, which approval shall not be unreasonably withheld, by the other party
prior to release. Such approval shall be deemed to be given if a party does not
object to a proposed Disclosure within five (5) Business Days of receiving same.
Disputes regarding the reasonableness of objections to the joint press release
or any Disclosures shall be subject to the Dispute Resolution Procedures of
Section 11.1 above.

         16.17. SOLICITATION. Neither party shall solicit the employees of the
other party during the Term of this Agreement, for any reason.

         16.18. NO THIRD PARTY BENEFICIARIES. Each party intends that this
Agreement shall not benefit, or create any right or cause of action in or on
behalf of, any person or entity other than the Customer and Metavante.

         16.19. FORCE MAJEURE. Notwithstanding any provision contained in this
Agreement, neither party shall be liable to the other to the extent fulfillment
or performance if any terms or provisions of this Agreement is delayed or
prevented by revolution or other civil disorders; wars; acts of enemies;
strikes; lack of available resources from persons other than parties to this
Agreement; labor disputes; electrical equipment or availability failure; fires;
floods; acts of God; federal, state or municipal action; statute; ordinance or
regulation; or, without limiting the foregoing, any other causes not within its
control, and which by the exercise of reasonable diligence it is unable to
prevent, whether of the class of causes hereinbefore enumerated or not. This
clause shall not apply to the payment of any sums due under this Agreement by
either party to the other.

         16.20. CONSTRUCTION. Metavante and Customer each acknowledge that the
limitations and exclusions contained in this Agreement have been the subject of
active and complete negotiation between the parties and represent the parties'
voluntary agreement based upon the level of risk to Customer and Metavante
associated with their respective obligations under this Agreement and the
payments to be made to Metavante and the charges to be incurred by Metavante
pursuant to this Agreement. The parties agree that the terms and conditions of
this Agreement shall not be construed in favor of or against any party by reason
of the extent to which any party or its professional advisors participated in
the preparation of this document.

         16.21. WAIVER OF JURY TRIAL. Each of Customer and Metavante hereby
knowingly, voluntarily and intentionally waives any and all rights it may have
to a trial by jury in respect of any litigation based on, or arising out of,
under, or in connection with, this Agreement or any course of conduct, course of
dealing, statements (whether verbal or written), or actions of Metavante or
Customer, regardless of the nature of the claim or form of action, contract or
tort, including negligence.


                                       8
<PAGE>   10

                                    EXHIBIT A
                          GENERAL TERMS AND CONDITIONS

                                   DEFINITIONS

A.       "ACH" shall mean automated clearing house services.

B.       "Affiliate" shall mean, with respect to a party, any Entity at any time
         Controlling, Controlled by or under common Control with, such party.

C.       "Agreement" shall mean this master agreement and all schedules and
         exhibits attached hereto, which are expressly incorporated, any future
         amendments thereto, and any future schedules and exhibits added hereto
         by mutual agreement.

D.       "Business Days" shall be Mondays through Fridays except holidays
         recognized by the Federal Reserve Board of Chicago.

E.       "Change in Control" shall mean any event or series of events by which
         (i) any person or entity or group of persons or entities shall acquire
         Control of another person or entity or (ii) in the case of a
         corporation, during any period of 12 consecutive months commencing
         before or after the date hereof, individuals who at the beginning of
         such 12-month period were directors of such corporation shall cease for
         any reason to constitute a majority of the board of directors of such
         corporation.

F.       "Commencement Date" shall mean the date on which Metavante first
         provides the Initial Services to Customer.

G.       "Confidential Information" shall have the meaning set forth in Section
         13.3 of the General Terms and Conditions.

H.       "Contract Year" shall mean successive periods of twelve months, the
         first of which (being slightly longer than twelve (12) months) shall
         commence on the Commencement Date and terminate on the last day of the
         month in which the first anniversary of the Commencement Date occurs.

I.       "Control" shall mean the direct or indirect ownership of over 50% of
         the capital stock (or other ownership interest, if not a corporation)
         of any Entity or the possession, directly or indirectly, of the power
         to direct the management and policies of such Entity by ownership of
         voting securities, by contract or otherwise. "Controlling" shall mean
         having Control of any Entity and "Controlled" shall mean being the
         subject of Control by another Entity.

J.       "Customer" shall mean the Entity entering into this Agreement with
         Metavante and all Affiliates of such Entity for whom Metavante agrees
         to provide Services under this Agreement; EXHIBIT B to the General
         Terms and Conditions identifies such Affiliates as of the Effective
         Date.

K.       "Customer Data" means any and all data and information of any kind or
         nature submitted to Metavante by Customer, or received by Metavante on
         behalf of Customer, necessary for Metavante to provide the Services.

L.       "Damages" shall mean actual and verifiable monetary obligations
         incurred, or costs paid (except internal costs, attorneys' fees, and
         court costs) which (a) would not have been incurred or paid but for a
         party's action or failure to act in breach of this Agreement, and (b)
         are directly and solely attributable to such breach, but excluding any
         and all consequential, incidental, punitive and exemplary damages.

M.       "Documentation" shall mean Metavante's standard user instructions
         relating to the Services, including tutorials, on-screen help, and
         operating procedures, as provided to Customer in written or electronic
         form.

N.       "Effective Date" shall mean the date first set forth above.

0.       "Effective Date of Termination" shall mean the last day on which
         Metavante provides the Services to Customer (excluding any services
         relating to termination assistance).

P.       "Eligible Provider" shall have the meaning as set forth in Section 3.1
         of the General Terms and Conditions.

Q.       "Employment Cost Index" shall mean the Employment Cost Index (not
         seasonally adjusted) as promulgated by the United States Department of
         Labor's Bureau of Labor Statistics (or any successor index).

R.       "Entity" means an individual or a corporation, partnership, sole
         proprietorship, limited liability company, joint venture or other form
         of organization, and includes the parties hereto.

S.       "Estimated Remaining Value" shall mean the number of calendar months
         remaining between the Effective Date of Termination and the last day of
         the contracted-for Term, multiplied by the average of the three (3)
         highest monthly fees (but in any event no less than the Monthly Base
         Fee or other monthly minimums specified in the Fee Schedule(s) or more
         than $$82,500) payable by Customer during the twelve (12) month period
         prior to the event giving rise to termination rights under this
         Agreement. In the event the Effective Date of Termination occurs prior
         to expiration of the First Contract Year, the monthly fees used in
         calculating the Estimated Remaining Value shall be the greater of (i)
         the estimated monthly fees set forth in the Fee Schedule(s) and (ii)
         the average monthly fees described in the preceding sentence.


                                       9
<PAGE>   11

T.       "Expenses" shall mean any and all reasonable and direct expenses
         incurred by Metavante, including any postage, supplies, materials,
         travel and lodging in connection with services provided to or on behalf
         of Customer under this Agreement.

U.       "Fee Schedule" shall mean the portions of schedules containing fees and
         charges for services rendered to Customer under this Agreement.

V.       "Initial Services" shall mean all Services requested by Customer from
         Metavante under this Agreement prior to the Commencement Date. The
         Initial Services requested as of the Effective Date are set forth in
         the schedules attached hereto, which shall be modified to include any
         additional services requested by Customer prior to the Commencement
         Date.

W.       "Initial Term" shall mean the period set forth in Section 2.1 of the
         General Terms and Conditions.

X.       "Legal Requirements" shall mean the federal and state laws, rules and
         regulations pertaining to Customer's business.

Y.       "LU" shall mean any PC, printer, or terminal with direct access to a
         mainframe. If a PC is capable of running multiple sessions, each
         session be considered a separate LU.

Z.       "Metavante Proprietary Materials and Information" shall mean the
         Metavante Software and all source code, object code, documentation
         (whether electronic, printed, written or otherwise), working papers,
         non-customer data, programs, diagrams, models, drawings, flow charts
         and research (whether in tangible or intangible form or in written or
         machine readable form), and all techniques, processes, inventions,
         knowledge, know-how, trade secrets (whether in tangible or intangible
         form or in written or machine readable form), developed by Metavante
         prior to or during the Term of this Agreement, and such other
         information relating to Metavante or the Metavante Software that
         Metavante identifies to Customer as proprietary or confidential at the
         time of disclosure.

AA.      "Metavante Software" shall mean the software owned by Metavante and
         used to provide the Services.

BB.      "New Services" shall mean any services which are not included in the
         Initial Services. Upon mutual agreement of the parties, New Services
         shall be included in the term "Services."

CC.      "Performance Standards" shall mean those service levels set forth in
         the schedules and designated as Performance Standards.

DD.      "Performance Warranty" shall have the meaning set forth in Section 6.1
         of the General Terms and Conditions.

EE.      "Plan" shall have the meaning set forth in Section 15.1 of the General
         Terms and Conditions.

FF.      "Privacy Regulations" shall mean the regulations promulgated under
         Section 504 of the Gramm-Leach-Bliley Act, Pub. L. 106-112, as such
         regulations may be amended from time to time.

GG.      "Proper Instructions" shall mean those instructions sent to Metavante
         in accordance with Section 3.3 of the General Terms and Conditions.

HH.      "Services" shall mean the services, functions and responsibilities
         described in this Agreement to be performed by Metavante during the
         Term and shall include New Services which are agreed to by the parties
         in writing.

II.      "Taxes" shall mean any manufacturers, sales, use, gross receipts,
         excise, personal property or similar tax or duty assessed by any
         governmental or quasi-governmental authority upon or as a result of the
         execution or performance of any service pursuant to this Agreement or
         materials furnished with respect to this Agreement, except any income,
         franchise, privilege or like tax on or measured by Metavante's net
         income, capital stock or net worth.

JJ.      "Term" shall mean the Initial Term and any extension thereof, unless
         this Agreement is earlier terminated in accordance with its provisions.

KK.      "Termination Fee" shall have the meaning set forth on SCHEDULE J of the
         Agreement.

LL.      "Third Party" shall mean any Entity other than the parties or any
         Affiliates of the parties.


                                       10
<PAGE>   12

                                    EXHIBIT B
                          GENERAL TERMS AND CONDITIONS

                             AFFILIATES OF CUSTOMER

Team Bank, N.A.

Iola Bank & Trust


                                       11
<PAGE>   13

                                    EXHIBIT C
                          GENERAL TERMS AND CONDITIONS

                             AUTHORIZATION AGREEMENT

         The undersigned ("Customer") hereby authorizes Metavante Corporation
("Metavante") to initiate debit entries and to initiate, if necessary, credit
entries and adjustments for any excess debit entries or debit entries made in
error, to Customer's account indicated below and the depository named below, to
debit and/or credit the same such account.

This authority is to remain in full force and effect for the period coinciding
with the term (and any renewals thereof) of the Master Agreement made the 1st
day of March 2001, and any addenda thereto (the "Agreement"), pursuant to the
terms and conditions specified in the Agreement.

DEPOSITORY NAME:                ________________________________________________

ADDRESS:                        ________________________________________________

CITY/STATE/ZIP:                 ________________________________________________

TELEPHONE NUMBER:               ________________________________________________

ROUTING TRANSIT NUMBER:         ________________________________________________

ACCOUNT NUMBER:                 ________________________________________________


                                        TEAM FINANCIAL, INC.
                                        ("CUSTOMER")

                                        By:    /s/ Robert J. Weatherbie
                                               ---------------------------------
                                        Name:   Robert J. Weatherbie
                                               ---------------------------------
                                        Title:  Chairman and CEO
                                               ---------------------------------


                                       12
<PAGE>   14

                                                  SCHEDULE A TO MASTER AGREEMENT

                    CUSTOMER RELATIONSHIP MANAGEMENT SERVICES

The following terms and conditions shall govern the provision of Customer
Relationship Management Services by Metavante to Customer.

1.       DEFINITIONS.

         1.1.     "Customer Relationship Management or CRM Services" shall mean
                  the Operational Data Warehouse, the Management Data Warehouse,
                  and the Information Desktop, or any one of the foregoing.

         1.2.     "Information Desktop" shall mean the information support
                  system developed by Metavante to access key business
                  information contained in the Management Data Warehouse and the
                  Operational Data Warehouse. The tools included in the
                  Information Desktop as of the Effective Date are (a)
                  InFormatter; (b) Report Edge; and (c) Data Dictionary. The
                  software for the Information Desktop tools will reside on
                  equipment located at Customer's facility and operated by
                  Customer's employees.

         1.3.     "Management Data Warehouse" shall mean the data which is
                  translated, mapped, summarized and downloaded from the
                  Operational Data Warehouse, and stored in a relational
                  database. The Management Data Warehouse is operated on a
                  Unix-based processing platform.

         1.4.     "Operational Data Warehouse" shall mean extracts of
                  Metavante's legacy applications in a MVS environment, as well
                  as a limited number of third party applications for which
                  Metavante has created and maintains interfaces.

         All other capitalized terms not defined herein shall have the meaning
         ascribed to them in the General Terms and Conditions.

2.       LICENSE.

         2.1.     GRANT. Subject to the terms and conditions of the Agreement,
                  Metavante grants Customer a perpetual, nonexclusive,
                  nontransferrable license to use the Information Desktop solely
                  for Customer's own internal processing and computing needs and
                  for no other purpose. Customer shall be entitled to use the
                  Information Desktop in a productive mode only at the locations
                  specified on EXHIBIT A1 attached hereto. Copies of Information
                  Desktop used for archival, testing, temporary backup or
                  temporary transfer to another site (not to exceed 90 days)
                  shall not be considered productive use.

         2.2.     SCOPE. Customer's use of Information Desktop shall be limited
                  to the number of locations and/or workstations specified on
                  EXHIBIT A1 attached hereto and for any additional licenses
                  granted by Metavante at a future date. Customer acknowledges
                  and agrees that the Information Desktop is designed for use
                  with the Metavante Software and that interfacing of the
                  Information Desktop to other software or mainframe
                  applications is outside the scope of this Agreement.

         2.3      RESTRICTIONS ON USE. Customer shall not: (a) distribute, sell,
                  assign or transfer (except as permitted under this Agreement)
                  or sublicense the Information Desktop, or any part thereof,
                  to any Third Party; (b) adapt, modify, translate, reverse
                  engineer, decompile, disassemble, or create derivative works
                  based on the Information Desktop or any part thereof; (c) copy
                  the Information Desktop, in whole or in part, except for
                  making a single archival copy for each Affiliate which copy
                  shall contain the notices and labels required under this
                  Agreement; (d) use the Information Desktop in any manner to
                  provide service bureau, time sharing, shared resource or other
                  computer services to Third Parties; or (e) export the
                  Information Desktop outside the United States of America,
                  either directly or indirectly.

3.       TRAINING AND CONSULTING SERVICES. Upon request of Customer, Metavante
         agrees to provide the relationship management consulting services and
         user training specified on EXHIBIT A2 attached hereto (collectively,
         "Consulting Services"). Customer shall reimburse Metavante for all
         reasonable and actual out-of-pocket expenses incurred by Metavante in
         connection with the Consulting Services including supplies, travel,
         lodging and meals. Customer shall pay for its attendees.

4.       PERFORMANCE STANDARDS. Metavante agrees to provide the CRM Services in
         accordance with the performance standards set forth on EXHIBIT A3
         attached hereto.

5.       FEES. Customer agrees to pay Metavante for the CRM Services as set
         forth on EXHIBIT A4 attached hereto.


                                       13
<PAGE>   15

                                   EXHIBIT A1
                    CUSTOMER RELATIONSHIP MANAGEMENT SERVICES

                          LOCATIONS AND/OR WORKSTATIONS

Location 1             Number of Licenses:
Name:                  Team Bank NA
Street Address:        1 South Pearl
City, State Zip:       Paola, KS 66011

Location 2             Number of Licenses:
Name:
Street Address:
City, State Zip:

Location 3             Number of Licenses:
Name:
Street Address:
City, State Zip:

Location 4             Number of Licenses:
Name:
Street Address:
City, State Zip:

Location 5             Number of Licenses:
Name:
Street Address:
City, State Zip:


                                       14
<PAGE>   16

                                   EXHIBIT A2
                    CUSTOMER RELATIONSHIP MANAGEMENT SERVICES

                               CONSULTING SERVICES

TRAINING

<TABLE>
<CAPTION>
CLASS                                  NUMBER OF STUDENTS    PRICE PER STUDENT    TOTALS
-----------------------------------------------------------------------------------------------
<S>                                    <C>                         <C>            <C>
Introduction to InFormatter (2 days)                               $600
Advanced InFormatter (2 days)                                      $600
Introduction to Report Edge (2 days)                               $600
Advanced Report Edge (2 days)                                      $600
Financial Reporting (1 day)                                        $300
-----------------------------------------------------------------------------------------------
</TABLE>

TOTAL
NOTE: TRAINING AT A NON-METAVANTE FACILITY INCREASES THE PER DAY RATE BY $50 PER
STUDENT.

CONSULTING

<TABLE>
<CAPTION>
                                      NUMBER OF
SERVICE                               DAYS/HOURS            RATE                  TOTALS
-----------------------------------------------------------------------------------------------
<S>                                   <C>                   <C>                   <C>
Call Report:                          2 Day minimum         $1,500 per day        $3,000

Additional Consulting:                                      $150 per hour
-----------------------------------------------------------------------------------------------
</TABLE>

TOTAL
NOTE: CALL REPORT RULE DEVELOPMENT CONSULTING PROVIDED ON A PER QUOTE BASIS.


                                       15
<PAGE>   17

                                   EXHIBIT A3
                    CUSTOMER RELATIONSHIP MANAGEMENT SERVICES

                          INFORMATION DESKTOP/DATABANK
                              PERFORMANCE STANDARDS

INFORMATION DESKTOP AVAILABILITY:

This availability refers to the time frames that the Information Desktop can be
used to access the DataBank. The Information Desktop will be able to access the
DataBank during the following time frames:

<TABLE>
<S>                               <C>          <C>         <C>
          ------------------------------------------------------------
          Monday - Friday         7 a.m.       to          10 p.m.
          ------------------------------------------------------------
          Saturday                7 a.m.       to           6 p.m.
          ------------------------------------------------------------
          Sunday                  not available
          ------------------------------------------------------------
</TABLE>

These times are specific to Customer's time zone. The availability of
Information Desktop does not automatically imply availability of prior-day data
updates as explained with the next service level.

AVAILABILITY OF PRIOR-DAY MANAGEMENT DATA WAREHOUSE UPDATES:

Availability of prior-day data updates refers to the time frames for when
Customer's latest IBS application data is available in the DataBank. Due to
varying account volumes and month-end DataBank processing being three times that
of a normal day's processing, two service levels will be established as follows:

<TABLE>
<CAPTION>
          ----------------------------------------------------------------------------------------
          INSTITUTION'S* AGGREGATE
          DEPOSIT ACCOUNT VOLUME           NORMAL PROCESSING DAY**     MONTH-END PROCESSING DAY**
          ----------------------------------------------------------------------------------------
<S>                                        <C>                         <C>
          less than 250,000 Accounts            9:30 a.m.               Noon
          ----------------------------------------------------------------------------------------
          greater than = 250,000 Accounts      10:30 a.m.               Next Day
          ----------------------------------------------------------------------------------------
</TABLE>

*Institution is defined as the logical grouping of banks forming a holding
company or other higher-level entity.
**Availability times are specific to Customer's time zone.

Note: This excludes Profitability Processing due to re-analysis processing.
Customers using this data will be notified separately concerning Profitability
service levels.

NORMAL PROCESSING DAY
On normal processing days, only the Management Detail is updated. If processing
has been completed prior to Information Desktop availability, data will be
accessible and will reflect the updates from the previous day. If processing is
still occurring upon Information Desktop availability, the updates will not be
available until loading is complete. If processing has not yet started upon
Information Desktop availability, the data in the Management Detail will remain
the same as the prior day until loading begins for the most recent updates.
During the loading process, the Management Detail layer will not be available.
Month-end Snapshot data and Management Summary data are not updated on a normal
processing day and, therefore, will be accessible upon Information Desktop
availability.

MONTH-END PROCESSING DAY
At month-end, all layers of the DataBank are updated. Similar to normal
processing days, if the month-end updates are not started prior to Information
Desktop availability, the prior day's data will be available until loading
begins. Once loading of month-end updates begins, data will not be available
until the load is complete.

The Status Inquiry function on the Information Desktop will always indicate the
current processing status of the DataBank for your organization. You can use the
Status Inquiry to determine which levels of the DataBank are currently
available.


                                       16
<PAGE>   18

AVAILABILITY OF MONTHLY ASSET LIABILITY FILES:

This availability refers to when the Asset Liability interface files are updated
with an institution's prior month-end Deposit, Loan, General Ledger, CPI, MCIF,
and Investment information. The availability is as follows:

<TABLE>
<S>                           <C>
         FILE                 AVAILABILITY
         Deposit              Fourth Business Day of Month
         Loan                 Fourth Business Day of Month
         GL                   Fourth Business Day of Month
         GL Retro             Three Business Days Following Date of Retro
         Investments
               Projected      Fourth Business Day of Month
               Final          Eighth Business Day of Month
                   CPI        Seventh Business Day of Month
                   MCIF-      Tape Shipped By Tenth Business Day

AVAILABILITY OF OTHER FILES
         Salespartner/
         BankerInsight        Updated Weekly on Monday
         CPI                  Seventh Business Day of Month
</TABLE>

AVAILABILITY OF CALL REPORTING FILES:

This availability refers to when the Call Reporting interface files are updated
with the prior month's information, using the most current mapping rules
established by a customer. The Call Reporting interfaces will be available four
(4) Business Days following a Month-End Processing day. Also, data will be
available three (3) Business Days following the GL retros and the second
Business Day following a Customer refresh of its Call Reporting rules.

SERVICES CONTINUITY:

Services continuity consists of three aspects: hardware and/or system software
component failures, platform failure, and site disaster. Currently, no
redundancy has been implemented in the UNIX processing environment. In the event
of a hardware component failure (such as a system board failure or disk array
failure), the failure will be addressed as soon as possible, with a downtime of
no longer than 24 hours. In the event of a platform failure, a new platform will
be implemented as soon as possible, with a downtime of no longer than two weeks.
In the event of a site disaster, Information Desktop/DataBank will not have a
service level, initially. In the event of a platform failure where service is
delayed more than one day, the system will be restored to the last backup prior
to the failure before processing is resumed. Processing associated with the
outage days will not be performed. Processing will resume with the information
available at the point in time the system is restored.


                                       17
<PAGE>   19

                                   EXHIBIT A4
                   CUSTOMER RELATIONSHIP MANAGEMENT SERVICES

Information Desktop License Fees:

$3,000 per license                          2 @ $3,000 = $6,000


                                       18
<PAGE>   20

                                                  SCHEDULE B TO MASTER AGREEMENT

                           ELECTRONIC FUNDS DELIVERY

1.       DEFINITIONS

         A.       "Account" shall mean any asset or liability account accessible
                  by a Card that is maintained with or controlled by Customer
                  and includes a checking, savings, NOW, money market or other
                  liability account, or a credit card account or other asset
                  account.

         B.       "ATM" shall mean the cash disbursement, automated teller
                  machine and/or scrip dispenser, or other similar terminal or
                  device which conforms to Metavante's standards and at which a
                  Cardholder may perform Transactions.

         C.       "Card" shall mean a plastic card or other access device
                  described in the Exhibits hereto that is issued by or on
                  behalf of Customer.

         D.       "Credit Card" shall mean a Card supported through Metavante's
                  Credit Card Services.

         E.       "Credit Card Services" shall mean the Credit Card processing
                  and support services set forth in attached EXHIBIT B1.

         F.       "Cardholder" shall mean any person or Entity to whom Customer
                  has issued a Card.

         G.       "Chargeback" shall mean the reversal of all or a portion of
                  any amount previously posted to a Cardholder's Account.

         H.       "Conversion" shall mean (i) the transfer of Customer's
                  electronic funds transfer and/or card processing services to
                  the Metavante system and integration thereof such that
                  Customer is able to receive the EFD Services in a live
                  operating environment.

         I.       "Conversion Date" shall mean the date on which Conversion for
                  Customer or a particular Affiliate has been completed. EXHIBIT
                  B3 identifies the Conversion Date for Customer and each
                  Affiliate identified therein.

         J.       "Conversion Period" shall mean that portion of the Term
                  beginning on the Effective Date and ending on the Conversion
                  Date.

         K.       "EFT Services" shall mean the electronic funds transfer
                  services set forth in attached EXHIBIT B2.

         L.       "EFD Services" shall mean the Services described in this
                  Schedule.

         M.       "Item" means any electronic message which communicates and
                  effects a Transaction between Customer and its Cardholders.

         N.       "MasterCard" shall mean MasterCard International, Inc.

         0.       "Merchant" shall mean a commercial establishment which
                  contracts with Customer for Transaction processing services.

         P.       "Network" shall mean a shared system operating under a common
                  name through which member financial institutions are able to
                  authorize, route, process and settle Transactions (e.g.,
                  MasterCard and Visa).

         Q.       "PIN" shall mean a Cardholder's personal identification
                  number, a unique access code which must be used by the
                  Cardholder to authenticate Transactions performed at a
                  Terminal.

         R.       "POS" means point of sale.

         S.       "Terminal" means an ATM, a POS device, or any other device for
                  processing on-line Transactions which directly or indirectly
                  is supported by Metavante and meets the specifications of
                  Metavante.

         T.       "Transaction" shall mean any function supported by Metavante
                  which may be performed with a Card.

         U.       "TSYS" shall mean Total Systems Services, Inc., a Third Party
                  provider of some of the Services hereunder.

         V.       "Visa" shall mean VISA U.S.A., Inc.

2.       CONVERSION--INTENTIONALLY OMITTED

3.       VISA/MASTERCARD/NETWORK REQUIREMENTS

         3.1. Customer acknowledges and agrees that Customer must obtain
required memberships in all applicable Networks. If Customer is not a duly
licensed card issuing member of any Network, Customer shall execute applications
for membership and shall provide Metavante with copies of its fully executed
membership agreements promptly after receipt by Customer. Metavante agrees to
assist Customer in obtaining sponsorship by an appropriate bank, if necessary,
for MasterCard

                                       19

<PAGE>   21

or Visa membership.

         3.2. Customer shall comply with the articles, bylaws, operating
regulations, rules, procedures and policies of Visa, MasterCard, and/or other
Networks, as applicable, and shall be solely responsible, as between Customer
and Metavante, for any claims, liabilities, lawsuits and expenses arising out of
or caused by Customer's failure to comply with the same.

4.       SERVICES

         4.1. CREDIT CARD SERVICES. Metavante agrees to provide Customer with
Credit Card Services set forth on EXHIBIT B1 hereto.

         A. Customer is responsible for all risks (such as risk of credit
losses, fraud losses, counterfeit losses, and fees and fines for noncompliance
with laws, regulations or Visa/Mastercard rules) and funding for the operation
of its Credit Card program, and for all operating expenses and charges, whether
or not itemized in this Schedule. Metavante will provide Customer with certain
reports (some in paper form, some in microfiche form, and/or some available
on-line or through some other electronic media), including management reports,
but Customer is responsible to review, monitor, and act upon information in such
reports as deemed necessary by Customer to minimize and control risks, losses,
fees and fines.

         B. Customer is responsible for establishing and applying credit and
other approval criteria in accordance with all governing laws, rules and
regulations. Such criteria may be applied by Customer through use of computer
scoring systems, manually applied guidelines or a combination of both whereby
Metavante or Metavante's data processing systems are utilized. Metavante may
assist Customer in establishing such approval criteria as Customer may request,
but Customer understands and agrees that it bears all responsibility for such
criteria and their implementation, application, and effects.

         C. Customer shall be responsible to furnish and pay for all Credit Card
forms and documents used by Customer, and shall be solely responsible for the
compliance of such forms, documents, and procedures with the operating
requirements of Metavante, Visa and MasterCard rules and operating regulations,
applicable federal, state and local laws and regulations. Customer warrants to
Metavante that Customer has reviewed and approved and shall continue to review
and approve the form and content of documents, monthly statements, the
calculation and placement of data contained thereon, and any other matter
communicated to its Credit Card Cardholders and Merchants. Metavante may provide
sample forms, documents, and procedures to Customer for information purposes,
but Metavante makes no warranty or representation as to such forms, documents,
or procedures.

         D. Customer is responsible to retain originals and/or records of any
and all documentation relating to its Cardholders and Merchants as required
under applicable record retention laws and regulations.

         E. All charges to Cardholders and/or Merchants will be solely
determined by, and be the responsibility of, the Customer, consistent with
Metavante's billing capabilities.

         F. All Credit Card Cardholder and/or Merchant accounts of Customer now
in existence and those added during the Term are and shall be the sole property
of Customer; however, Customer shall not sell, assign, transfer or convey any of
such accounts, or any rights, proceeds, claims or collateral thereunder, to any
Third Party without either a termination of this Agreement or the prior written
consent of Metavante.

         G. Customer shall notify Metavante of any data entry errors, including
but not limited to any unauthorized transactions, new accounts, new files, or
unauthorized amounts appearing on such reports, within thirty (30) days of the
date of each report. Customer's failure to notify Metavante of errors or
discrepancies within such thirty (30) day period shall constitute Customer's
agreement that it has reviewed and approved the content of each such report
using proper internal control review procedures. Metavante does not guarantee
that the Credit Card Services will be one hundred percent error free or that the
variables and options selected and approved by Customer for the Credit Card
Services will produce a result which is problem free and otherwise meets the
expectations of Customer. The only responsibility Metavante shall have with
regard to (i) data entry errors and other similar human errors which occur in
the usual course of business and (ii) unsatisfactory data processing results
caused by options and variables selected or presented or approved by Customer
is, respectively, to correct such errors as they are discovered and to assist
Customer in revising data processing options and variables to achieve a
satisfactory result.

         H. Customer agrees to provide Metavante with such financial information
for Customer as Metavante may from time to time reasonably request.

         I. Customer may request that Metavante make available to Customer's
Credit Card Cardholders checks which the Cardholders may use to draw on their
Credit Card Account ("Credit Card Checks"). Any Credit Card Checks made
available by Metavante to one of Customer's Credit Card Cardholders shall be
drawn on the Cardholder's Credit Card Account and shall be payable through such
bank (the "Payable Through Bank") as Metavante shall designate in its sole
discretion. Customer agrees that neither Metavante nor the Payable Through Bank
shall have any responsibility to review or verify the signature of the drawer of
any Credit Card Check. Customer agrees to indemnify and hold harmless Metavante
and the Payable Through Bank from, defend Metavante and the Payable Through Bank
against, and pay any final judgment against Metavante or the Payable Through
Bank for any and all claims, damages, costs, expenses, (including reasonable
attorney's fees) and liabilities relating to the Payable Through Bank's payment
or refusal to pay any Credit Card Checks, including any liability of the Payable
Through Bank as the payor bank under Regulation CC of the Federal Reserve Board
or under the Uniform Commercial Code.

         4.2. EFT SERVICES. Metavante agrees to provide Customer with the EFT
Services set forth on EXHIBIT B2.


                                       20

<PAGE>   22

         A. Customer shall be solely responsible for monitoring and interpreting
(and for complying with, to the extent such compliance requires no action by
Metavante) the Legal Requirements. Based on Customer's Proper Instructions,
Metavante shall select the processing parameter settings, features and options
(collectively, the "Parameters") within Metavante's system that will apply to
Customer. Customer shall be responsible for determining that such selections are
consistent with the Legal Requirements and with the terms and conditions of any
agreements between Customer and its clients. In making such determinations,
Customer may rely upon the written descriptions of such Parameters contained in
the User Manuals. Metavante shall perform system processing in accordance with
the Parameters.

         B. Subject to the foregoing, Metavante shall perform an on-going review
of federal laws, rules and regulations. Metavante shall maintain the features
and functions set forth in the User Manuals for each of the Services in
accordance with all changes in federal laws, rules and regulations applicable to
such features and functions, in a non-custom environment. For any new federal
laws, rules and regulations, Metavante will perform a business review, with
input from Metavante's customers and user groups. If Metavante elects to support
a new federal law, rule or regulation through changes to the Metavante Software,
Metavante shall develop and implement modifications to the Services to enable
Customer to comply with such new federal laws, rules and regulations. In all
other circumstances relating to regulatory compliance of the Services, including
state laws, rules and regulations, the provisions of Section 4.2 of the General
Terms and Conditions above (New Services) shall apply.

         C. In any event, Metavante shall work with Customer in developing and
implementing a suitable procedure or direction to enable Customer to comply with
federal and state laws, rules and regulations applicable to the Services being
provided by Metavante to Customer, including in those instances when Metavante
has elected to, but it is not commercially practicable to, modify the Metavante
Software prior to the regulatory deadline for compliance.

         4.3. TRAINING. Customer shall be responsible for adequately and
properly training all of Customer's personnel with regard to procedures to be
observed and the use of all system features, reports, equipment, functions, and
services. If Customer utilizes on-line system access features, Customer shall be
responsible for delegating and controlling personnel access to the system and
its data, including the proper segregation of duties and password access to
system data, functions, and processes.

         4.4. NET SETTLEMENT. "Net Settlement" shall mean the amount due to/from
Customer to effect the settlement of the processing of all financial
transactions for Customer through Visa, MasterCard, and Networks, and among
Affiliates. Customer is responsible for funding settlement of all Transactions.
Customer shall settle, before the time deadlines required on a daily basis, by
deposit of funds due other financial institutions for Transactions through such
settlement bank as is designated by Metavante from time to time in accordance
with applicable Network operating rules. From the daily settlement and
accounting information provided by Metavante, Customer agrees that Customer is
responsible for the daily maintenance and reconciliation of all accounting
entries. Metavante shall settle to Customer the funds due Customer from other
financial institutions for Transactions or net such funds against funds owed by
Customer.

         4.5. CARD PRODUCTION SERVICES. Delivery of cards will be deemed
complete with respect to any order upon Metavante's delivery of the supply of
cards to either Metavante's designated presort company (if Customer has
requested use of a presort company), the United States Post Office, a common
carrier or courier, or Customer's designated employee or agent. Following
delivery of the cards in accordance with the foregoing, the card production
services with respect to such order shall be completed, and Metavante shall have
no further responsibility whatsoever for any use, abuse, loss, damage,
alteration, or theft of cards following delivery. Metavante may require Customer
to prepay postage, or fund a postage escrow, for card mailing services.

5.       FEES

         5.1. FEE STRUCTURE. The Exhibits attached hereto set forth the costs
and charges for the EFD Services and Customer agrees to pay Metavante the fees
specified in the Fee Schedules for the EFD Services rendered by Metavante.

         5.2. CONVERSION. Customer agrees to pay Metavante the fees relating to
the Conversion on the terms and conditions set forth on the Fee Schedules. In
addition, Customer agrees to reimburse Metavante (i) for all Expenses reasonably
incurred in connection with the Conversion; (ii) for Conversion of accounts or
products not identified in the Conversion Plan as of the Effective Date; and
(iii) for Metavante personnel or any independent contractors who perform
services which are identified as the responsibility of the Customer in the
Conversion Plan; and (iv) for Conversion related charges which may arise after
the Conversion.

         5.3. PRICING AND OPERATIONAL ASSUMPTIONS. The Fee Schedules set forth
the operational and pricing assumptions made by Metavante following completion
of its preliminary due diligence of Customer's requirements and its evaluation
of information provided by Customer. If the parties determine that one or more
of the pricing or operational assumptions listed in the Fee Schedules are
inaccurate or incomplete in any material respect, the parties will negotiate in
good faith regarding an equitable adjustment to any materially and adversely
impacted provision of this Agreement.

         5.4. NETWORK CHARGES. In addition to the charges specified on the Fee
Schedules, Customer shall be responsible for (a) all interchange and network
provider fees; (b) all dues, fees, fines and assessments established by and owed
by Customer to Visa and/or MasterCard; and (c) for all costs and fees associated
with changes to ATM protocol caused by Customer's conversion to the EFT
Services.

         5.5. TRAINING AND EDUCATION.

         A. Metavante shall provide training in accordance with the training
schedule developed pursuant to the Conversion Plan. The sessions shall be held
at an Metavante datacenter location to be determined by Metavante. Customer

                                       21

<PAGE>   23

shall be responsible for all Expenses incurred by the participants and
Metavante's trainers in connection with such education and training.

         B. Metavante will provide to Customer, at no charge, one set of each of
the Documentation. When the Documentation is updated, Metavante will provide the
updates to Customer at no additional charge. Additional sets of the
Documentation may be purchased by Customer at Metavante's then current published
price list. Customer may not modify, reproduce, or distribute the Documentation
without the express consent of Metavante.

6.       SERVICES FOLLOWING TERMINATION

         6.1. TERMINATION ASSISTANCE. Following the expiration or early
termination of this Schedule, Metavante shall provide Customer, at Customer's
expense, all necessary assistance to facilitate the orderly transition of
Services to Customer or its designee ("Termination Assistance"). As part of the
Termination Assistance, Metavante shall assist Customer to develop a plan for
the transition of all Services then being performed by Metavante under this
Schedule, from Metavante to Customer or its designee, on a reasonable schedule
developed jointly by Metavante and Customer. Prior to providing any Termination
Assistance, Metavante shall deliver to Customer a good faith estimate of all
such Expenses and charges including charges for custom programming services.
Customer understands and agrees that all Expenses and charges for Termination
Assistance shall be computed in accordance with Metavante's then current
standard published prices for such products, materials and services. Nothing
contained herein shall obligate Customer to receive Termination Assistance from
Metavante.

         6.2. CONTINUATION OF SERVICES. Unless Metavante terminates this
Schedule for Customer's default, upon at least ninety (90) days' prior written
request by Customer, Metavante shall continue to provide Customer all Services
and the Effective Date of Termination shall be extended for a maximum period of
twelve (12) months. If Customer elects to receive the services for such period,
Metavante's then current standard pricing shall continue to apply to the
provision and receipt of such Services.

         6.3. TRAILING ACTIVITY. For at least 120 days following the Effective
Date of Termination, Customer shall maintain a settlement account with Metavante
or the depository institution designated by Metavante which Metavante may charge
to settle any trailing activity which accrues prior to the Effective Date of
Termination, and which is not known to Metavante until sometime thereafter
(including any Chargeback of a Transaction which is authorized prior to the
Effective Date of Termination). Customer shall pay to Metavante fees at
Metavante's then current standard rates to settle such trailing activity. Any
form of termination notwithstanding, to protect the reputations of Customer and
Metavante, the reasons for termination shall remain absolutely confidential
outside of Customer's and Metavante's internal personnel, except for reporting
that may be required under federal law.

         6.4. BIN TRANSFER. Prior to the transfer of the Credit Card Services to
Customer or its designee upon the expiration of the Term of this Agreement,
Customer shall inform Visa and/or MasterCard in writing (with a copy to
Metavante) (1) of the transfer of its Bank Identification Number (BIN) to the
new processor, and (2) of the new ACH account number for billing purposes.

         6.5. INTERBANK CARD ASSOCIATION NUMBER. Prior to the transfer of the
Credit Card Services to Customer or its designee upon expiration or termination
of this Schedule, Customer shall inform MasterCard in writing (with a copy to
Metavante) of the transfer of its Interbank Card Association Number to the new
processor following the Effective Date of Termination, as well as the new ACH
account number for billing purposes.

7.       GENERAL.

         7.1. EQUIPMENT AND NETWORK. Customer shall obtain and maintain at its
own expense its own data processing and communications equipment as may be
necessary or appropriate to facilitate the proper use and receipt of the
Services. Customer shall pay all installation, monthly, and other charges
relating to the installation and use of communications lines between Customer's
datacenter and the Operations Center, as set forth in the Network Schedule.
Metavante maintains and will continue to maintain a network control center with
diagnostic capability to monitor reliability and availability of the
communication lines described in the Network Schedule, but Metavante shall not
be responsible for the continued availability or reliability of such
communications lines. Metavante agrees to provide services to install,
configure, and support the wide-area network to interconnect Customer to the
Operations Center as described in, and subject to the terms and conditions of,
the Network Schedule.

         7.2. DATA BACKUP. Customer shall maintain adequate records for at least
ten (10) Business Days including (i) microfilm images of items being transported
to Metavante or (ii) backup on magnetic tape or other electronic media where
transactions are being transmitted to Metavante, from which reconstruction of
lost or damaged items or data can be made. Customer assumes all responsibility
and liability for any loss or damage resulting from failure to maintain such
records.

         7.3. BALANCING AND CONTROLS. Customer shall (a) on a daily basis,
review all input and output, controls, reports, and documentation, to ensure the
integrity of data processed by Metavante; and (b) on a daily basis, check
exception reports to verify that all file maintenance entries and nondollar
transactions were correctly entered. Customer shall be responsible for
initiating timely remedial action to correct any improperly processed data which
these reviews disclose.

         7.4. REGULATORY ASSURANCES. Metavante and Customer acknowledge and
agree that the performance of these Services will be subject to regulation and
examination by Customer's regulatory agencies to the same extent as if such
Services were being performed by Customer. Upon request, Metavante agrees to
provide any appropriate assurances to such agency and agrees to subject itself
to any required examination or regulation. Customer agrees to reimburse
Metavante for reasonable

                                       22
<PAGE>   24



costs actually incurred due to any such examination or regulation that is
performed primarily for the purpose of examining Services used by Customer.

         A. Notice Requirements. Customer shall be responsible for complying
with all regulatory notice provisions to any applicable governmental agency,
which shall include providing timely and adequate notice to Federal Regulators
as of the Effective Date of this Agreement, identifying those records to which
this Agreement shall apply and the location at which such Services are to be
performed.

         B. Examination of Records. The parties agree that the records
maintained and produced under this Agreement shall, at all times, be available
at the Operations Center for examination and audit by governmental agencies
having jurisdiction over the Customer's business, including any Federal
Regulator. The Director of Examinations of any Federal Regulator or his or her
designated representative shall have the right to ask for and to receive
directly from Metavante any reports, summaries, or information contained in or
derived from data in the possession of Metavante related to the Customer.
Metavante shall notify Customer as soon as reasonably possible of any formal
request by any authorized governmental agency to examine Customer's records
maintained by Metavante, if Metavante is permitted to make such a disclosure to
Customer under applicable law or regulations. Customer agrees that Metavante is
authorized to provide all such described records when formally required to do so
by a Federal Regulator.

         C. Audits. Metavante shall cause a Third Party review of the Operations
Center and related internal controls, to be conducted annually by its
independent auditors. Metavante shall provide to Customer, upon written request,
one copy of the audit report resulting from such review. Remote datacenters used
by Metavante in providing some of the Services shall be reviewed by Metavante's
internal auditors in accordance with procedures and on a schedule satisfactory
to the Federal Regulator responsible for supervision of Metavante.

                                       23

<PAGE>   25

                                   EXHIBIT B1

                            ELECTRONIC FUNDS DELIVERY

                              CREDIT CARD SERVICES

                              INTENTIONALLY OMITTED


                                       24

<PAGE>   26

                                   EXHIBIT B2

                            ELECTRONIC FUNDS DELIVERY

                                  EFT SERVICES

Network Administration Fee
Terminal Support
ATM Terminal Support
Cardbase Management Fee
Base Fee
Cardholder Accounts
Transaction Switching/Routing
Cardbase Authorized Transactions
VISA Authorized/Settled Transactions
PIN Production and Mailing
Card Production (New/Reissue)
Mailed direct to cardholder
Lost/Stolen Cards Reported
VISA Compliance Fee
Predictive Risk Management

                                       25

<PAGE>   27

                                   EXHIBIT B3

                            ELECTRONIC FUNDS DELIVERY

                                  FEE SCHEDULE

EFT Services will be billed at Metavante then-current prices, less a twenty
percent (20%) discount which includes ATM and VISA Debit and excludes
pass-through, out-of-pocket, and third party charges.

                                       26

<PAGE>   28

                                              SCHEDULE C TO THE MASTER AGREEMENT

                          FINANCIAL ACCOUNTS PROCESSING

The following terms and conditions shall govern the provision of Financial
Accounts Processing Services by Metavante to Customer.

1.       DEFINITIONS.

         A. "Account Representative" shall have the meaning set forth in Section
            7.1 below.

         B. "Conversion" shall mean (i) the transfer of Customer's data
            processing and other information technology services to Metavante's
            systems; (ii) completion of upgrades, enhancements and software
            modifications as set forth in this Agreement; and (iii) completion
            of all interfaces set forth in this Agreement and full integration
            thereof such that Customer is able to receive the Initial Services
            in a live operating environment.

         C. "Core Services" shall mean services provided by Metavante's Deposit
            System, Loan System and Customer Information System, all of which
            are a portion of the Financial Accounts Processing Services.

         D. "Federal Regulator" shall mean the Chief Examiner of the Federal
            Home Loan Bank Board, the Office of Thrift Supervision, the Office
            of the Comptroller of he Currency, the Federal Deposit Insurance
            Corporation, the Federal Reserve Board, or their successors, as
            applicable.

         E. "Monthly Base Fee" shall mean the minimum monthly fees payable by
            Customer to Metavante as specifically set forth in the Fee Schedule.

         F. "Operations Center" shall mean the datacenter used by Metavante to
            provide the Financial Accounts Processing Services under this
            Agreement.

         G. "Termination Assistance" shall have the meaning set forth in Section
            5.1 below.

         H. "User Manuals" shall mean the documentation provided by Metavante to
            Customer which describes the features and functionalities of the
            Services, as modified and updated by the customer bulletins
            distributed by Metavante from time to time.

2.       FINANCIAL ACCOUNTS PROCESSING

         2.1. SERVICES. Metavante agrees to provide Customer with the Financial
Accounts Processing Services set forth on attached EXHIBIT C1 in accordance with
the applicable User Manuals.

3.       FEES

         3.1. FEES. EXHIBIT C2 attached hereto ("Fee Schedule") sets forth the
fees, costs and changes for the Financial Accounts Processing Services and
customer agrees to pay Metavante as specified therein for the Financial Accounts
Processing Services rendered by Metavante.

         3.2.  TRAINING AND EDUCATION.

         A. Metavante shall provide training in accordance with the training
schedule developed pursuant to the Conversion Plan. The sessions shall be held
at a location mutually agreed upon by the parties. Customer shall be responsible
for all Expenses incurred by the participants and Metavante's trainers in
connection with such education and training. If Customer requests that training
be conducted at a non-Metavante facility, Customer shall be responsible for
additional fees as quoted by Metavante. The training fees specified as part of
Conversion fees do not include training for CRM, Card Solutions and EFT
Services.

         B. Metavante will provide to Customer, at no charge, one set of each of
the User Manuals. When the User Manuals are updated, Metavante will provide the
updates to Customer at no additional charge. Additional sets of the User Manuals
may be purchased by Customer at Metavante's then current prices.

         3.3. TERMS OF PAYMENT. Customer shall pay the Monthly Base Fee in
advance on the first day of the calendar month in which the Services are to be
 performed.

         4. PERFORMANCE STANDARDS. Metavante agrees to provide the Financial
Accounts Processing Services in accordance with the performance standards set
forth on EXHIBIT C3 attached hereto.


                                       27

<PAGE>   29

5.       SERVICES FOLLOWING TERMINATION

         5.1. TERMINATION ASSISTANCE. Following the expiration or early
termination of this Agreement, Metavante shall provide to Customer the Customer
Data in the format in which it exists on Metavante's systems, in accordance with
Metavante's then-current standard prices for the delivery media. In addition,
Metavante agrees to provide to Customer, at Customer's expense, all necessary
assistance to facilitate the orderly transition of Services to Customer or its
designee ("Termination Assistance"). As part of the Termination Assistance,
Metavante shall assist Customer to develop a plan for the transition of all
Services then being performed by Metavante under this Agreement, from Metavante
to Customer or its designee, on a reasonable schedule developed jointly by
Metavante and Customer. Prior to providing any Termination Assistance, Metavante
shall deliver to Customer a good faith estimate of all such Expenses and charges
including charges for custom programming services. Customer understands and
agrees that all Expenses and charges for Termination Assistance shall be
computed in accordance with Metavante's then-current standard prices for such
products, materials and services. Customer shall pay for the Customer Data and
any Termination Assistance in advance of Metavante providing such data or
assistance. Nothing contained herein shall obligate Customer to receive
Termination Assistance from Metavante.

         5.2. CONTINUATION OF SERVICES. Unless Metavante terminates this
Agreement pursuant to Section 8.2 of the General Terms and Conditions, upon at
least ninety (90) days' prior written request by Customer, Metavante shall
continue to provide Customer all Services and the Effective Date of Termination
shall be extended for a maximum period of twelve (12) months. If Customer elects
to receive the Services for such period, Metavante's then-current standard
pricing shall apply to the provision and receipt of such Services.

6.       MANAGEMENT OF PROJECT

         6.1. ACCOUNT REPRESENTATIVES. Each party shall cause an individual to
be assigned ("Account Representative") to devote time and effort to management
of the Services under this Agreement following the Conversion. Neither party
shall reassign or replace its Account Representative during the first six (6)
months of his or her assignment without the consent of the other party, except
if such individual voluntarily resigns, is dismissed for cause, or is unable to
work due to his or her death or disability.

         6.2. REPORTING AND MEETINGS. Within sixty (60) days after the Effective
Date, the parties shall mutually agree upon (a) an appropriate set of periodic
reports to be issued by Metavante to Customer during the Conversion Period and
during the remainder of the Term; and (b) an appropriate set of periodic
meetings to be held between the Account Representatives during the Conversion
Period and the remainder of the Term. Meetings shall be held to review
performance, changes, resource utilization and such other matter as appropriate.

7.       REGULATORY COMPLIANCE

         7.1. Customer shall be solely responsible for monitoring and
interpreting (and for complying with, to the extent such compliance requires no
action by Metavante) the Legal Requirements. Based on Customer's Proper
Instructions, Metavante shall select the processing parameter settings, features
and options (collectively, the "Parameters") within Metavante's system that will
apply to Customer. Customer shall be responsible for determining that such
selections are consistent with the Legal Requirements and with the terms and
conditions of any agreements between Customer and its clients. In making such
determinations, Customer may rely upon the written descriptions of such
Parameters contained in the User Manuals. Metavante shall perform system
processing in accordance with the Parameters.

         7.2. Subject to the foregoing, Metavante shall perform an on-going
review of federal laws, rules and regulations. Metavante shall maintain the
features and functions set forth in the User Manuals for each of the Services in
accordance with all changes in federal laws, rules and regulations applicable to
such features and functions, in a non-custom environment. For any new federal
laws, rules and regulations, Metavante will perform a business review, with
input from Metavante's customers and user groups. If Metavante elects to support
a new federal law, rule or regulation through changes to the Metavante Software,
Metavante shall develop and implement modifications to the Services to enable
Customer to comply with such new federal laws, rules and regulations. In all
other circumstances relating to regulatory compliance of the Services, including
state laws, rules and regulations, the provisions of Section 4.2 of the General
Terms and Conditions above (New Services) shall apply.

         7.3. In any event, Metavante shall work with Customer in developing and
implementing a suitable procedure or direction to enable Customer to comply with
federal and state laws, rules and regulations applicable to the Services being
provided by Metavante to Customer, including in those instances when Metavante
has elected to, but it is not commercially practicable to, modify the Metavante
Software prior to the regulatory deadline for compliance.

                                       28

<PAGE>   30

9.       MISCELLANEOUS PROVISIONS

         9.1. EQUIPMENT AND NETWORK. Customer shall obtain and maintain at its
own expense its own data processing and communications equipment as may be
necessary or appropriate to facilitate the proper use and receipt of the
Services. Customer shall pay all installation, monthly, and other charges
relating to the installation and use of communications lines between Customer's
datacenter and the Operations Center, as set forth in the Network Schedule.
Metavante maintains and will continue to maintain a network control center with
diagnostic capability to monitor reliability and availability of the
communication lines described in the Network Schedule, but Metavante shall not
be responsible for the continued availability or reliability of such
communications lines. Metavante agrees to provide services to install,
configure, and support the wide-area network to interconnect Customer to the
Operations Center as described in, and subject to the terms and conditions of,
the Network Schedule.

         9.2. DATA BACKUP. Customer shall maintain adequate records for at least
ten (10) Business Days including (i) microfilm images of items being transported
to Metavante or (ii) backup on magnetic tape or other electronic media where
transactions are being transmitted to Metavante, from which reconstruction of
lost or damaged items or data can be made. Customer assumes all responsibility
and liability for any loss or damage resulting from failure to maintain such
records.

         9.3. BALANCING AND CONTROLS. Customer shall (a) on a daily basis,
review all input and output, controls, reports, and documentation, to ensure the
integrity of data processed by Metavante; and (b) on a daily basis, check
exception reports to verify that all file maintenance entries and non-dollar
transactions were correctly entered. Customer shall be responsible for
initiating timely remedial action to correct any improperly processed data which
these reviews disclose.

         9.4. REGULATORY ASSURANCES. Metavante and Customer acknowledge and
agree that the performance of these Services will be subject to regulation and
examination by Customer's regulatory agencies to the same extent as if such
Services were being performed by Customer. Upon request, Metavante agrees to
provide any appropriate assurances to such agency and agrees to subject itself
to any required examination or regulation. Customer agrees to reimburse
Metavante for reasonable costs actually incurred due to any such examination or
regulation that is performed primarily for the purpose of examining Services
used by Customer.

         A. Notice Requirements. Customer shall be responsible for complying
with all regulatory notice provisions to any applicable governmental agency,
which shall include providing timely and adequate notice to Federal Regulators
as of the Effective Date of this Agreement, identifying those records to which
this Agreement shall apply and the location at which such Services are to be
performed.

         B. Examination of Records. The parties agree that the records
maintained and produced under this Agreement shall, at all times, be available
at the Operations Center for examination and audit by governmental agencies
having jurisdiction over the Customer's business, including any Federal
Regulator. The Director of Examinations of any Federal Regulator or his or her
designated representative shall have the right to ask for and to receive
directly from Metavante any reports, summaries, or information contained in or
derived from data in the possession of Metavante related to the Customer.
Metavante shall notify Customer as soon as reasonably possible of any formal
request by any authorized governmental agency to examine Customer's records
maintained by Metavante, if Metavante is permitted to make such a disclosure to
Customer under applicable law or regulations. Customer agrees that Metavante is
authorized to provide all such described records when formally required to do so
by a Federal Regulator.

         C. Audits. Metavante shall cause a Third Party review of the Operations
Center and related internal controls, to be conducted annually by its
independent auditors. Metavante shall provide to Customer, upon written request,
one copy of the audit report resulting from such review. Remote datacenters used
by Metavante in providing some of the Services shall be reviewed by Metavante's
internal auditors in accordance with procedures and on a schedule satisfactory
to the Federal Regulator responsible for supervision of Metavante.

         9.5. IRS FILING. Customer represents it has complied with all laws,
regulations, procedures, and requirements in attempting to secure correct tax
identification numbers (TINs) for Customer's payees and customers and agrees to
attest to this compliance by an affidavit provided annually. Customer authorizes
Metavante to act as Customer's agent and sign on Customer's behalf the Affidavit
required by the Internal Revenue Service on Form 4804, or any successor form.
EXHIBIT C4 (Attorney-in-Fact Appointment) and EXHIBIT C5 (Affidavit) shall be
executed by Customer contemporaneously with the execution of this Agreement.
Customer acknowledges that Metavante's execution of the Form 4804 Affidavit on
Customer's behalf does not relieve Customer of responsibility to provide
accurate TINs or liability for any penalties which may be assessed for failure
to comply with TIN requirements

         9.6. FUTURE ACQUISITIONS. Customer acknowledges that Metavante has
established the Fee Schedule(s) and enters into this Agreement on the basis of
Metavante's understanding of the Customer's current need for Services and
Customer's anticipated future need for Services as a result of internally
generated expansion of its customer base. If the Customer expands its operations
by acquiring Control of additional financial institutions or if Customer
experiences a Change in Control (as hereinafter defined), the following
provisions shall apply:

         A. Acquisition of Additional Entities. If Customer acquires Control
after the Effective Date of one or more financial holding companies, banks,
savings and loan associations or other financial institutions that are not
currently Affiliates, Metavante agrees to provide Services for such new
Affiliates and such Affiliates shall automatically be included in the definition
of "Customer"; provided that (a) the conversion of each new Affiliate must be
scheduled at a mutually agreeable time (taking into account, among other things,
the availability of Metavante conversion resources) and must be completed before
Metavante has any obligation to provide Services to such new Affiliate; (b) the
Customer will be liable for any and all Expenses in connection with the
conversion of such new Affiliate; and (c) Customer shall pay conversion fees in
an amount to be mutually agreed upon

                                       29

<PAGE>   31

with respect to each new Affiliate.

         B. Change in Control of Customer. If a Change in Control occurs with
respect to Customer, Metavante agrees to continue to provide Services under this
Agreement; provided that (a) Metavante's obligation to provide Services shall be
limited to the Entities comprising the Customer prior to such Change in Control
and (b) Metavante's obligation to provide Services shall be limited in any and
all circumstances to the number of accounts processed in the 3-month period
prior to such Change in Control occurring, plus 25%.


                                       30
<PAGE>   32

                                                                      EXHIBIT C1
                          FINANCIAL ACCOUNTS PROCESSING

                     FINANCIAL ACCOUNTS PROCESSING SERVICES

THE APPLICATIONS/SERVICES LISTED IN THIS EXHIBIT C1 POSSESS ADDITIONAL FEATURES
AND FUNCTIONS WHICH HAVE NOT BEEN REQUESTED BY CUSTOMER AS PART OF THE INITIAL
SERVICES. DURING THE TERM OF THIS AGREEMENT, FUTURE PRODUCT DEVELOPMENT WILL
LIKELY CREATE ADDITIONAL FEATURES AND FUNCTIONS NOT CONTEMPLATED BY THIS
AGREEMENT. UNLESS SPECIFICALLY NEGOTIATED BY THE PARTIES, THE DISCOUNTS
SPECIFIED IN THIS EXHIBIT C1 SHALL NOT APPLY TO SUCH ADDITIONAL OR FUTURE
FEATURES/FUNCTIONS

SERVICES INCLUDED IN THE MONTHLY BASE FEE:
-----------------------------------------

DEPOSIT SYSTEM
--------------

o        Accounts (open accounts 44,800)
o        Demand
o        Money Market
o        Savings
o        NOW
o        Retirement Accounts
o        Time Deposit
o        Transactions
o        Checking Account Verification On-line
o        Deposit Statement Plus (current statement)
o        Exception Processing-On-Line
o        Integrated Funds Management System (IFMS)
o        Retention Cycle (12 months)
o        Transaction Retention (60 days)
o        Retirement Account Processing
o        Employee Security
o        Overdraft Protection
o        User Defined Notices
o        Statement Messages
o        Kiting Suspect Detection
o        Escheatment Suspect Processing
o        Closed Accounts

SAFE DEPOSIT
------------

o        Base Fee
o        Boxes

ON-LINE SERVICES
----------------

o        On-line Teller Processing
o        Base Fee
o        Accounts
o        Deposit Live Log Transactions
o        No-book Transactions
o        Tellerlink

IRS REPORTING SERVICES
----------------------

o        IRS Government Reporting System
o        Base Fee
o        On-Line Transactions

CURRENCY TRANSACTION REPORTING
------------------------------

o        Base Fee
o        CTR Forms 4789 (mag tape)

AUTOMATED CLEARINGHOUSE (ACH) RECEIVING
---------------------------------------

o        Base Fee
o        Transactions

                                       31

<PAGE>   33

LOAN SYSTEM SERVICES
--------------------

o        Notes (16,600 open notes/accounts)
o        Commercial
o        Installment
o        Mortgage
o        Floor Plan
o        Revolving Credit
o        Coupon Books Ordered
o        Investor Reporting (FNMA or FHLMC)
o        Credit Bureau Tapes
o        Insurance Tapes
o        Closed Accounts

ON-LINE COLLECTIONS
-------------------

o        Active/Inactive Accounts

LETTER WRITER
-------------

MICROFICHE (DP, IS, GL)
-----------------------

REPORTS (STANDARD FREQUENCY)
----------------------------

TICKLER SYSTEM
--------------

o        Base Fee
o        Items

CUSTOMER INFORMATION SYSTEM (CIS)
---------------------------------

o        Base Fee
o        Customers (125,400)
o        Accounts (125,400 open)
o        Combined Statements
o        Base Fee

FINANCIAL CONTROL (GENERAL LEDGER)
----------------------------------

o        Base Fee (16,400 open accounts)
o        Detail Accounts
o        Transactions
o        Application Interface
o        Base Fee
o        Tables for Interface (control totals)
o        Financial Control On-Line (FCO)
o        On-Line Account Inquiry
o        On-Line Report Inquiry
o        On-Line Transaction History
o        Standard Descriptions
o        Daily Transaction Journal (Snapshot)

ACCOUNT ANALYSIS
----------------

0        Account Processing (500 Accounts)

REMOTE SITE SUPPORT
-------------------

o        Bulk File
o        General Ledger
                                       32

<PAGE>   34

SERVICES NOT INCLUDED IN THE MONTHLY BASE FEE:
---------------------------------------------

EFT/VISA CHECK CARD SERVICES (20% DISCOUNT; EXCLUDES PASS-THROUGH,
------------------------------------------------------------------
OUT-OF-POCKET, THIRD PARTY CHARGES)
-----------------------------------


HOME DELIVERY SERVICES
----------------------

o        Money Talks
         o        Inquiries/Transfers

COMMUNICATIONS
--------------

BRANCH AUTOMATION MAINTENANCE
-----------------------------

ON-LINE BUSINESS/CONSUMER BANKING SERVICES
------------------------------------------

RPS
---

CASH MANAGER
------------

BANKERINSIGHT
-------------

DATA WAREHOUSE
--------------

ACCOUNT RECONCILIATION
----------------------

SHARED VRU
----------

                                       33
<PAGE>   35

                                   EXHIBIT C2
                          FINANCIAL ACCOUNTS PROCESSING

                   FINANCIAL ACCOUNTS PROCESSING FEE SCHEDULE
<TABLE>
<CAPTION>

FINANCIAL ACCOUNTS PROCESSING FEES:
-----------------------------------
<S>                                   <C>

MONTHLY BASE FEE:                      $34,700
----------------

Includes:
       Deposit Open Accounts           44,800
       Loan Open Notes                 16,600
       General Ledger Open Accounts    16,400
       CIS Open Accounts              125,400

Pricing over Cap:
       Deposit Open Accounts
       44,801-54.000                   $0.290
       54,001-65,000                   $0.283
       65,001-75,000                   $0.278
       75,001 and over                 $0.273

       Loan Open Notes
       16,001-20,000                   $0.690
       20,001-27,000                   $0.682
       27,001-28,000                   $0.676
       28,001 and over                 $0.670

       CIS Open Accounts
       125,401 and over                $0.024

       General Ledger Open Accounts
       16,401 and over                 $0.370

       Account Analysis Accounts
       501 and over                    $0.65

Pricing over Cap due to Acquisition will be prices as follows:
       Deposit Loan Accounts           $0.2869
       Loan Open Notes                 $0.662
       GL Open Accounts                $0.334
</TABLE>


Services outside the Monthly Base Fee will be billed per Metavante then-current
prices or as specifically stated in this Agreement.

Shared VRU Services will be priced at Metavante then-current prices less a ten
percent (10%) discount off set up costs for an 8 port solution ($30,000 less 10%
= $3,000) and an additional port fee ($3,500 less 10% = $350).

PRICING ASSUMPTIONS:
-------------------

     o    Customer will convert to Business Internet/Consumer Access Banking
          Services, SNS Backbone, Data Warehouse (excludes CIS and
          Salespartner), Shared VRU, Cash Manager, Relationship Packaging and
          BankerInsight (the "New Services") and will delete use of RAMIS,
          Salespartner and STAR View (the "Old Services") within twenty-four
          (24) months of execution of the Agreement. Customer shall pay all
          upgrade, license and set up fees associated with the

                                       34
<PAGE>   36

          New Services. Upon Implementation of the new Services and deletion of
          the old services, Metavante agrees to provide Customer a credit in the
          amount of $302,948 to be applied as $12,623 off Customer's invoice in
          each of the first twenty-four (24) months (the "Monthly New Product
          Credit") following implementation of these New Services.

     o    For the term of the Agreement, 250 hours of project programming or PSR
          (product support rep) time for enhancement work will be billed at
          $100.00 per hour.

     o    Customer will receive a one-time acquisition credit of $30,000 to be
          applied toward their monthly invoice.

     o    All acquisitions/mergers are billed at Metavante's internal rates.

     o    Account Reconciliation will be billed at Metavante then current price,
          less a discount of 16%

     o    Customer shall receive, at no additional cost, two (2) additional
          BankerInsight training sessions (value of $3,900 each).

     o    Customer shall receive, at no additional cost, one (1) Data Warehouse
          call report training session (value of $3,000).

     o    The following list indicates the dollar amount needed to change
          the annual price increase beginning in year two of the Agreement:

<TABLE>
          <S>          <C>                                     <C>
          o Year 2     $72,000                                 No increase
                       $69,000 - $71,999                       3.5% increase
                       Under $69,000                           CPI (core), plus 1%, with a floor of 4% and a maximum of 7%.

          o Year 3     $79,000                                 No increase
                       $75,000 - $78,999                       3.5% increase
                       Under 75,000                            CPI (core), plus 1%, with a floor of 4% and a maximum of 7%.

          o Year 4     $87,000                                 No increase
                       $83,000 - $86,999                       3.5% increase
                       Under $83,000                           CPI (core), plus 1%, with a floor of 4% and a maximum of 7%.

          o Year 5     $95,000                                 No increase
                       $90,000 - $94,999                       3.5% increase
                       Under $90,000                           CPI (core), plus 1%, with a floor of 4% and a maximum of 7%.
</TABLE>

          The first annual price adjustment will be January 1, 2002.

                                       35
<PAGE>   37

                                   EXHIBIT C3
                          FINANCIAL ACCOUNTS PROCESSING

                              PERFORMANCE STANDARDS

         A. BATCH PROCESSING. Metavante will initiate batch processing and have
critical operations reports available for transmission to Customer or available
for print at an Metavante center, within the later of: (a) the onlines being
disabled; or (b) five (5) hours on all processing volumes, on all processing
days in a calendar month [fifteen (15) hours at year-end] provided Metavante
receives all input data from Customer by 1:00 a.m. CT. This batch window is
based on CURRENT ACCOUNT VOLUMES plus account growth not to exceed 20%. Batch
windows shall be adjusted by Metavante in consultation with Customer should
account volumes exceed this level. Performance Standard: Metavante shall not
miss deliverable identified above more than twice in any calendar month.

         B. ON-LINE AVAILABILITY. Metavante will ensure that its on-line
computing facilities are available for the processing of Customer's on-line
transactions at a minimum of ninety-seven point five percent (97.5%) of the
time, as prescribed by Customer, measured over a calendar month at the point of
departure from Metavante's communications controller. The time prescribed by
Customer for each processing day for which on-line computing facilities shall be
made available for each product or service is set forth below. Processing day
shall mean any weekday which is not declared a holiday by the Federal Reserve
Bank of Chicago. "Availability" for purposes of this paragraph shall be
expressed as a percentage for each calendar month and shall be the number 1 less
the ratio of (i) time period of unscheduled outages over (ii) total time
prescribed less the time period of scheduled outages.

                              SERVICE AVAILABILITY
<TABLE>
<CAPTION>
PRODUCT/SERVICE                                  CENTRAL TIME

<S>                                              <C>
ATM (BASE24 AVAILABILITY)(1)
Monday - Thursday                                12:01 a.m. - 12:00 midnight
Friday                                           12:01 a.m. - 12:00 midnight
Saturday                                         12:01 a.m. - 12:00 midnight
Sunday                                           12:01 a.m. - 12:00 midnight

CARDBASE MANAGEMENT SYSTEM
Monday - Thursday                                7:00 a.m. - 10:00 p.m.
Friday                                           7:00 a.m. - 10:00 p.m.
Saturday                                         7:00 a.m. - 10:00 p.m.
Sunday (nonstandard)                             7:00 a.m. - 10:00 p.m.

CIS & DEPOSIT SYSTEM
Monday - Thursday                                7:00 a.m. - 10:00 p.m.
Friday                                           7:00 a.m. - 10:00 p.m.
Saturday                                         7:00 a.m. - 10:00 p.m.
Sunday (nonstandard)                             7:00 a.m. - 10:00 p.m

GENERAL LEDGER
Monday - Thursday                                7:00 a.m. - 8:00 p.m.
Friday                                           7:00 a.m. - 8:00 p.m.
Saturday                                         7:00 a.m. - 4:30 p.m.

LOAN SYSTEM
Monday - Thursday                                7:00 a.m. - 10:00 p.m.
Friday                                           7:00 a.m. - 10:00 p.m.
Saturday                                         7:00 a.m. - 10:00 p.m.
Sunday (nonstandard)                             7:00 a.m. - 10:00 p.m.

INFORMATION DESKTOP (ACCESS TO 2 DAY OLD DATA)
Monday - Thursday                                7:00 a.m. - 10:00 p.m.
Friday                                           7:00 a.m. - 10:00 p.m.
Saturday                                         7:00 a.m. - 6:00 p.m.
</TABLE>

                                       36
<PAGE>   38

INFORMATION DESKTOP (ACCESS TO PRIOR DAY DATA)
<TABLE>
<S>                                           <C>
ACCT VOLUME                                   NORMAL PROCESSING DAY
-----------
less than 250,000 accounts                    9:30 a.m. central time
= and greater than 250,000 accounts           10:30 a.m. central time
                                              MONTH-END PROCESSING
                                              12:00 p.m.
                                              Next Day
TELLER SYSTEM
Monday - Thursday                             6:45 a.m. - 10:00 p.m.
Friday                                        6:45 a.m. - 10:00 p.m.
Saturday                                      6:45 a.m. - 10:00 p.m.
Sunday (nonstandard)                          6:45 a.m. - 10:00 p.m.

IRS GOVERNMENT REPORTING SYSTEMS
Monday - Thursday                             7:00 a.m. - 10:00 p.m.
Friday                                        7:00 a.m. - 10:00 p.m.
Saturday                                      7:00 a.m. - 10:00 p.m.
Sunday (nonstandard)                          7:00 a.m. - 10:00 p.m.

ACCOUNT ANALYSIS
Monday - Thursday                             7:00 a.m. - 10:00 p.m.
Friday                                        7:00 a.m. - 10:00 p.m.
Saturday                                      7:00 a.m. - 10:00 p.m.
Sunday (nonstandard)                          7:00 a.m. - 10:00 p.m.

SAFE BOX
Monday - Thursday                             7:00 a.m. - 10:00 p.m.
Friday                                        7:00 a.m. - 10:00 p.m.
Saturday                                      7:00 a.m. - 10:00 p.m.
Sunday (nonstandard)                          7:00 a.m. - 10:00 p.m.

VRU (MONEY TALKS)(1)
Monday - Thursday                             12:01 a.m. - 12:00 midnight
Friday                                        12:01 a.m. - 12:00 midnight
Saturday                                      12:01 a.m. - 12:00 midnight
Sunday                                        12:01 a.m. - 12:00 midnight

ACCOUNTS PAYABLE
Monday - Thursday                             7:00 a.m. - 8:00 p.m.
Friday                                        7:00 a.m. - 8:00 p.m.
Saturday                                      7:00 a.m. - 4:30 p.m.

FIXED ASSETS
Monday - Thursday                             7:00 a.m. - 8:00 p.m.
Friday                                        7:00 a.m. - 8:00 p.m.
Saturday                                      7.00 a.m. - 4:30 p.m.

BANK CONTROL
Monday - Thursday                             7:00 a.m. - 6:45 p.m.
Friday                                        7:00 a.m. - 9:30 p.m.
Saturday                                      7:00 a.m. - 4:30 p.m.

ACCOUNT RECONCILIATION
Monday - Thursday                             7:00 a.m. - 6:45 p.m.
Friday                                        7:00 a.m. - 9:30 p.m.
Saturday                                      7:00 a.m. - 4:30 p.m.

DEPOSIT TELLER(1)
Monday - Thursday                             12:01 a.m. - 12:00 midnight
Friday                                        12:01 a.m. - 12:00 midnight
Saturday                                      12:01 a.m. - 12:00 midnight
Sunday                                        12:01 a.m. - 12:00 midnight
</TABLE>

(1) Metavante's objective is to provide 24 X 7 hour availability for these
systems, Metavante does, however, need to perform, regular technical maintenance
(e.g., NCP maintenance), CPU IPLs, DASD installs, HIS gens, etc.) This type of

                                       37
<PAGE>   39

maintenance is performed between 2:00 a.m. and 6:00 a.m., CST/CDT. These
activities may result in system downtime during this window.

         C. PROCESSING TIME. Metavante will process transactions in an average
of two point five (2.5) seconds for teller transactions (not to exceed six (6)
seconds for five percent (5%) of all transactions per month) and in an average
of three point five (3.5) seconds (not to exceed seven (7) seconds for five
percent (5%) of all transactions per month) for CRT transactions as measured
over a calendar month, from the time the transaction is sent by the Customer's
controller or gateway to the time the processed data is returned to the
Customer's controller or gateway. Should Metavante not be able to perform in
accordance with the Performance Standards because Customer failed to acquire
network or equipment recommended by Metavante, or such additional network or
equipment as may be reasonably necessary based on the circumstances, Metavante
shall notify Customer in writing and Customer shall either acquire such network
and/or equipment or accept the response time that is achieved.

                                       38
<PAGE>   40



                                   EXHIBIT C4
                         FINANCIAL ACCOUNTS PROCESSING

                          ATTORNEY-IN-FACT APPOINTMENT

         Customer hereby appoints Metavante Corporation ("Metavante") as: (1)
customer's attorney-in-fact and empowers Metavante to authorize the Internal
Revenue Service (IRS) to release information return documents supplied to the
IRS by Metavante to states which participate in the "Combined Federal/State
Program"; and (2) Customer's agent to sign on Customer's behalf the Affidavit
required by the Internal Revenue Service on Form 4804, or any successor form.

                                       TEAM FINANCIAL, INC.

                                       By:    /s/ Robert J. Weatherbie
                                             ----------------------------------
                                       Name:  Robert J. Weatherbie
                                             ----------------------------------
                                       Title: Chairman and CEO
                                             ----------------------------------

                                       39

<PAGE>   41

                                   EXHIBIT C5
                         FINANCIAL ACCOUNTS PROCESSING

                                   AFFIDAVIT

STATE OF     Kansas                      )
                                         ) SS.
COUNTY OF    Miami                       )

I, Robert J. Weatherbie, being first duly sworn, on oath, depose and say:

          1. I am an employee of Team Financial, Inc. I have personal knowledge
of my employer's practices with regard to procuring and reporting tax
identification numbers (TINs) and authority to execute this Affidavit on my
employer's behalf.

          2. Team Financial, Inc. has complied with all laws, regulations,
procedures, and requirements in attempting to secure correct TINs for its
payees. This compliance has been pursued with due diligence, and any failure
to secure correct TINs is due to reasonable cause.

                           TEAM FINANCIAL, INC.

                           By:        /s/ Robert J. Weatherbie
                                    --------------------------------------------
                           Name:          Robert J. Weatherbie
                                    --------------------------------------------
                           Title:         Chairman and CEO
                                    --------------------------------------------

Subscribed and sworn to before me
this 1st day of March, 2001.
 /s/ [ILLEGIBLE]
----------------------------
                             Notary Public
----------------------------
My Commission expires: 1-25-01


                                       40
<PAGE>   42


                         SCHEDULE H TO MASTER AGREEMENT

                    ONLINE BUSINESS/CONSUMER BANKING SERVICES

1 . DEFINITIONS. Capitalized terms not defined herein shall have the same
meanings ascribed thereto in the Agreement. Paragraph citations herein shall
refer to paragraphs within this Schedule unless otherwise noted.

A.   "Administrative Workstation" (hereinafter referred to as "Workstation")
     shall mean the Metavante proprietary programs and data bases included in
     microcomputer-based (PC) software for Windows-Registered Trademark- or
     accessible through Metavante's Internet Banking Web Site, which when
     properly installed at the Customer's location or accessed by Customer
     through the Internet, enable Customer to electronically administer End User
     account activities (including implementation, setup, changes, electronic
     mail, and various reporting functions).

B.   "Bill Payment Services" shall mean services provided by Metavante which
     permit End Users to pay bills using the Internet Banking Services, as
     described in EXHIBIT H2 hereto.

C.   "Bill Payment System" shall mean the system and software used by Metavante
     to provide the Bill Payment Services.

D.   "Business Hours" shall have the meaning set forth in Paragraph 10.

E.   "Internet Banking Services" shall mean those service modules made available
     by Metavante and described in EXHIBIT H1 below which allow End Users to
     obtain access to information with respect to their accounts at the Customer
     and to perform certain electronic banking transactions to such accounts as
     described in the Materials. Additional services may be available for
     additional fees.

F.   "Internet Banking System" shall mean the computer hardware owned and
     operated by Metavante at a Metavante data center, which is installed there
     for the purpose of making the Internet Banking Services available for
     Customer's and End User's use.

G.   "End User" shall mean a transaction account customer of Customer which has
     been authorized by Customer to receive the Internet Banking Services
     through Customer.

H.   "Initial Term" shall have the meaning set forth in Section 5. 1.

I.   "Internet" is a network of interconnected computers and computer networks,
     each of which is administered and maintained by individual organizations
     and institutions.

J.   "Internet Browser" shall mean software designed to locate and access Web
     Sites when properly installed and run on a computer with Internet access.

K.   "ISP" is an acronym for Internet Service Provider, which is an entity that
     provides access to the Internet to personal computer users.

L.   "Materials" shall mean the Metavante on-line and printed reference manuals
     and such other documentation or materials related to the Internet Banking
     Services as may be provided by Metavante to Customer and/or End Users for
     use in connection with the Internet Banking Services.

M.   "Monthly Unit Sales Minimum" shall have the meaning set forth in EXHIBIT
     H1.

N.   "Pricing Schedule" shall mean EXHIBIT H1 hereto.

0.   "Web Site" shall mean a unique location on the World Wide Web containing
     web pages that can be accessed by a personal computer user through use of
     an Internet Browser.

P.   "World Wide Web" shall mean a system of Internet servers that support
     documents (web pages) formatted in a language called HTML (HyperText Markup
     Language) that supports links to other documents as well as graphics,
     audio, and visual files.

2. SERVICES. Subject to the terms and conditions set forth in the Agreement,
this Schedule, and the Exhibits hereto, Metavante agrees to provide to Customer
(a) those Internet Banking Services described in EXHIBIT H1 hereto and Exhibits
which are added to this Schedule by future amendments, and (b) the Bill Payment
Services described in EXHIBIT H2 hereto, commencing upon implementation. The
Internet Banking System shall interface with the Bill Payment System to permit
End Users to initiate bill payment transactions through the Internet Banking
System. If so provided in EXHIBIT H1, Metavante shall provide to Customer the
Workstation. Terms of this Schedule relating to the Workstation and its use
shall apply only if Metavante provides the Workstation to Customer.

3. GRANT OF LICENSES.

          A.   Subject to the terms and conditions set forth in the Agreement,
               this Schedule and the Exhibits hereto, which are incorporated
               herein by reference, Metavante hereby grants to Customer the
               following non-exclusive and nontransferable rights:

               i)   The right to use the Workstation pursuant to the rules that
                    are established by Metavante as set forth in the Materials.
                    The Workstation shall be used by Customer only in connection
                    with the Internet Banking Services.


                                       41
<PAGE>   43


               ii)  The right to market the Internet Banking Services to End
                    Users.

          B.   Metavante reserves the right to require the Customer to sign
               additional documents prior to providing Customer any additional
               services, including, but not limited to, Metavante's marketing
               services and the use of any of the optional modules of the
               Internet Banking Services.

          C.   While this Schedule is in effect, Customer grants to Metavante a
               non-exclusive, non-transferable license to use mutually agreed
               upon service marks and trademarks of Customer in connection with
               private labeling the Metavante Internet Banking Services for
               Customer.

4. PRICING.

Customer shall be assessed and shall pay fees for the Internet Banking Services
and Bill Payment Services as set forth in this Paragraph 4 and the Exhibits
hereto. Metavante may adjust such fees and charges from time to time subject to
any limitations established under the Agreement.

5. TERM OF SCHEDULE. The term of this Schedule shall be concurrent with the term
of the Agreement.

6. CUSTOMER RESPONSIBILITIES.

          A.   Customer has developed a web site on the Internet, or has
               contracted with Metavante or a Third Party to develop such web
               site. To provide the Internet Banking Services to its End Users,
               Customer shall link its web site to the Internet Banking System
               such that End Users are able to receive the Internet Banking
               Services. Customer agrees to cooperate with Metavante and provide
               Metavante with all necessary information and assistance required
               for Metavante to successfully make the Internet Banking Services
               operational and available to Customer. Customer agrees that
               Metavante is under no obligation to provide any User with access
               to the Internet Banking Services unless and until Customer has
               provided Metavante with all information and documentation
               required by Metavante for User set-up. Customer shall be
               responsible for obtaining all agreements and authorizations from
               End Users as are required for Metavante to provide the Internet
               Banking Services and Bill Payment Services to the End Users.

          B.   Customer is responsible for providing its own equipment for the
               Workstation. The minimum configuration requirements of the PC
               equipment that Customer will need to use the Workstation is set
               forth in the Materials. Metavante shall not be responsible for
               supplying any equipment to Customer or End Users related to the
               Internet Banking Services.

          C.   Customer shall be responsible for compliance with all applicable
               federal, state, and local laws, rules, and regulations regarding
               use of and/or access to the Internet Banking Services
               ("Applicable Law") relating to Customer's providing the Internet
               Banking Services and Bill Payment Services to End Users. In
               particular and as applicable, (i) Customer will provide End Users
               with all disclosures required under specifically including,
               without limitation, the initial disclosures required under
               Regulation E of the Federal Reserve Board (the "Initial
               Disclosures"); and (ii) Customer shall comply with error and
               dispute resolution procedures specified under the Electronic
               Funds Transfer Act of 1978 and the regulations and
               interpretations promulgated thereunder (including, without
               limitation, Regulation E of the Federal Reserve Board). While
               Metavante shall not have any responsibility for compliance with
               Regulation E or otherwise resolving disputes between Customer and
               its End Users, Metavante agrees to follow the procedures and to
               provide customer service and research services in accordance with
               the Performance Standards. In addition, Metavante has instituted
               and will use commercially reasonable efforts to maintain
               procedures to log, monitor, and investigate End User inquiries
               which are classified by Metavante, in its reasonable discretion,
               as "billing error notices" under Federal Regulation E, and to
               report results to Customer within time limits established under
               Federal Regulation E. Metavante's current Statement of Procedures
               Regarding Billing Error Notices is attached as EXHIBIT H4, and is
               subject to change from time to time.

          D.   Customer agrees that it will use the Metavante Internet Banking
               Services only for its own internal and proper business purposes.
               Customer agrees that it shall offer Metavante's Consumer Internet
               Banking services only to individual and small business customers
               of Customer.

          E.   Customer is expressly prohibited from extending any warranty or
               warranties on behalf of Metavante or its subcontractors to any
               person or entity.

          F.   Customer and its End Users shall be responsible for selecting and
               safeguarding passwords. Any use of the Internet Banking Services
               through use of an existing password shall be authorized use.

7. SALES AND MARKETING ACTIVITIES. Customer agrees to use its commercially
reasonable efforts to market the Internet Banking Services to Customer's End
Users. As part of this marketing effort, Customer will produce and execute, with
input from Metavante, an annual marketing program for Internet Banking Services
that is reasonably projected to meet a mutually agreed upon sales objective. The
parties agree to review marketing results and update such marketing plan on a
periodic basis.

8. INTERNET ACCESS.

     A.   Customer will use the Workstation to enter in the Internet Banking
          System the names of its customers authorized to receive the Internet
          Banking Services and user identification and, at Customer's option,
          password information for such End Users.


                                       42
<PAGE>   44


     B.   An End User may utilize the Internet Browser installed on its
          modem-equipped personal computer to dial into an ISP and access the
          Internet Banking System through the Internet Banking Services Web
          Site, whereupon the End User will be requested to provide user
          identification and password information. Upon validation of an End
          User's response to such information request, the End User shall be
          allowed access to the Internet Banking System for the purposes of
          using the Internet Banking Services. The Internet Banking Services do
          not include, nor shall Metavante be responsible to provide to Customer
          or End Users, the Internet Browser required to access and use the
          Internet Banking Services.

9. SYSTEM AVAILABILITY.

     A.   The Internet Banking System and Internet Banking Services and any
          particular aspect thereof shall be available for access and use during
          the normal hours offered generally by Metavante. In the event of an
          interruption or outage during such time, Metavante will use reasonable
          efforts to restore the availability of the Internet Banking System and
          Internet Banking Services as quickly as possible. Metavante may change
          its general availability periods from time to time and shall give
          Customer at least thirty (30) days prior written notice of any
          changes in such hours of availability. Metavante may, by written
          notice to Customer, make particular portions of the Internet Banking
          Services available during periods other than the general availability
          periods described above. In such event, Customer may, at its option
          and subject to any additional charges applicable thereto (as set forth
          in the applicable notice) use the Internet Banking Services at such
          other times.

     B.   Metavante agrees that the Bill Payment System will be available for
          Bill Payment Services at least 98% of the time based on a system-wide
          average for a calendar month, excluding periods of unavailability due
          to a systems or applications conversion, upgrade or repair; a
          communications failure (communications lines) not resulting from
          Metavante's negligence or misconduct; or scheduled maintenance.

10. METAVANTE SUPPORT. Metavante will provide support services as described in
EXHIBIT H1. hereto, subject to the following terms, as applicable:

     A.   Metavante's Customer Operations Support Group is available to provide
          support and is responsible for monitoring the receipt and transmission
          of data files for between the Customer, or its designated data
          processor, and Metavante (for situations where Metavante is not also
          Customer's financial accounts processor). The availability of this
          support group consists of on-Metavante-location staffing from 6:00 AM
          - 8:00 PM Eastern Time, Monday through Friday, excluding Metavante
          recognized national holidays, with on-call pager support during other
          times. Metavante reserves the right to change these hours subject to
          prior notification to Customer.

     B.   Metavante's Customer Partner Support Group responds to Customer
          telephone inquiries relating to the Workstation and End User set-up.
          Metavante shall make available to Customer a toll-free telephone line
          for contacting such service group during the hours of 8:00 A.M. to
          8:00 P.M. Eastern Time, Monday through Friday, excluding national
          holidays recognized by Metavante ("Business Hours"). Metavante
          reserves the right to change these hours subject to prior notification
          to Customer.

     C.   Metavante's End User Support Group that shall respond to End User
          telephone inquiries relating to the Business Internet Banking
          Services. Metavante shall make available to Customers/End Users, a
          toll-free telephone line for contacting such service group during the
          hours of 8:00 A.M. to 8:00 P.M. Eastern Time, Monday through Friday,
          excluding national holidays recognized by Metavante. Metavante
          reserves the right to change these hours subject to prior notification
          to Customer.

11. PERFORMANCE MEASURES.

     A.   Unless Metavante is Customer's financial accounts processor, Customer
          will be responsible to ensure that Metavante has received End User
          balance data and all other account information by 6:00 A.M. Eastern
          Time each day. If the data is not received by that time, Customer may
          issue an alert message to End Users alerting them of the delay via an
          alert feature within the Workstation. Metavante shall have no
          responsibility to provide the Internet Banking Services with respect
          to such balance data and other account information until it has been
          received and processed accordingly.

     B.   Metavante maintains various standards to measure service quality. Such
          standards are described in further detail in Exhibit H3 hereto.

12. INDEMNIFICATION. In addition to Customer's responsibility to indemnity
Metavante under the Agreement, Customer shall indemnify Metavante against,
defend Metavante against, and hold Metavante harmless from claims arising from:
(a) any End User's use of or inability to use the Internet Banking Services or
Bill Payment Services, specifically including, without limitation, any End
User's claim for economic loss or damages arising from the End User's use of the
Internet Banking Services or Bill Payment Services; (b) Customer's breach of
Section 6 hereof; (c) transactions effected with a lost, stolen, counterfeit or
misused access code or identification number issued by Customer to any End User;
(d) any payments initiated by an End User which are not completed due to lack of
funds in the End User's Billable Account; (e) content or information prepared or
distributed by Customer regarding or relating to the Internet Banking Services
(including without limitation information included in Customer's web site, if
any, or any changes thereto); (f) any claim of infringement by any third party
with respect to any private label used by Customer to identify the Internet
Banking Services, or Customer's trade name, trade marks, or logos.

13. RESPONSIBILITY FOR BILL PAYMENTS. Customer understands that it is fully
responsible for the availability of good funds necessary to settle the bill
payment activities of its End Users initiated through the use of the Internet
Banking Services. Metavante shall initiate debit ACH entries against each End
User's designated account for bill payment activities initiated by the End User.
Customer is and shall remain solely and exclusively responsible to Metavante for
the entire amount of any bill payment


                                       43
<PAGE>   45


processed for and on behalf of an End User which is not funded by the End User
due to insufficient funds in the applicable depository account or for any other
reason outside Metavante's control.

14. THIRD PARTY SOFTWARE. Customer understands and agrees that Metavante uses
certain Third Party software in connection with the Internet Banking Services
offered hereunder. These products may include firewall security, web server
software and encryption software. Metavante's shall select, use, and/or replace
Third Party software in accordance with Metavante's obligations and warranties
under the Agreement and this Schedule, but Metavante does not guarantee
performance of the Third Party software.


                                       44
<PAGE>   46


                                   EXHIBIT H1

  CONSUMER ACCESS INTERNET BANKING AND BILL PAYMENT SERVICES, FEES, AND CHARGES

1. INTERNET BANKING FEES AND CHARGES

     A. IMPLEMENTATION FEES

     Included in these fees is one (1) method of access (Internet Browser
     Banking option) to the Internet Banking Services, and implementation setup
     of the Customer's data transmission feeds. The initial fee also includes up
     to two (2) copies of the Administrative Workstation for End User (customer)
     enrollment and setup. Each additional copy (in excess of the initial two
     (2) copies) shall be $160.00 each.

     INTERNET BROWSER BANKING IMPLEMENTATION ONE-TIME FEE.............$25,000.00

   STANDARD PLATFORM IMPLEMENTATIONS INCLUDED:

   - Internet Browser Banking Option, Standard

STANDARD SUPPORT IMPLEMENTATIONS INCLUDED:

   - End User Support - Telephone and Email, Standard (24x7)
   - Customer Partner Operations Support
   - Administration workstation up to 5 people setup

   MODULE IMPLEMENTATIONS INCLUDED:

   - Bank Branding//Customization
   - Real-time Balance Reporting
   - Real-time Funds Transfers
   - Real-time Stop Payments
   - Email
   - Pay-Any-One Bill Payment Services
   - Context Sensitive Help
   - Export Capabilities to Money and Quicken

   B. ONGOING FEES

<TABLE>
<S>                                                                     <C>
       MONTHLY UNIT SALES MINIMUM                                                              $450.00*

       For months 1 through 2, monthly unit sales minimum is waived.
       For months 3 and thereafter, monthly unit sales minimum is $500

       END USER MONTHLY FEES

       Banking Fee - Per Customer                                       $1.50 - Applies towards monthly
                                                                                               minimum*
       Bill Payment - Per Customer                                                                $1.25

       End-User Customer Support 7 x 24 - Per Customer                                            $2.00
       TRANSACTION FEES

       Consumer Bill Payment"                                                                $0.35/each

       Bill Payment fees do not apply towards the monthly minimum
</TABLE>


                                       45
<PAGE>   47


C. MISCELLANEOUS FEES

   The following transactions fees would not be incurred unless the specific
   service is provided to the Customer or an End User, with the exception of
   the maintenance fees that accompany the Workstation Module.

   Return Item Fee.......................................$15.00 per Occurrence

   Stop Payment Fee ........................................$15.00 per Request

   Branded Demo Run on Customer's Web Site Server....................Per Quote

   Custom Demo.......................................................Per Quote


Product Fulfillment and Upgrade Fees
   Information Kit (includes documentation,
     security and administration info, required for each end user)......$10/kit
   Fulfillment for Returned Bad Address .............................cost + 10%
   Fulfillment for Kit Shipment for Intemational Destination ........cost + 10%
   Fulfillment Kit Bill Payment ..........Included in Information Kit Fee Above

   BILLING FEES
   Monthly Summary Invoice ...........................................No charge
   Detail Invoices on Paper ............................................$1/page
   Electronic Invoice Detail File (Auto. Trans.) .....................$50/month
   Electronic Invoice Detail File (Manual Trans.) ...................$200/month
   Billing - Add/Change Billing Information..........................$150 rhour

   ADDITIONAL END USER FEES
   Fax Reports Per Page .............................................$0.50/page
   Enable Deleted User ..........................................$20/occurrence
   Restore Deleted User Data ....................................$50/occurrence
   Add/Changes by Metavante personnel, per add/change .....................5.00
   Add/Changes by Customer personnel via Workstation, per add/change .......N/C
   Reactivation fee, per End User reactivation ............................5.00
   End User Billing - adds/changes, per hour ...............Quoted upon request

   IMPLEMENTATION AND CUSTOMER SETUP CHANGES (AFTER INITIAL CUSTOMER SETUP)
   Customization, per hour ..............................................150.00

  ADDITIONAL CUSTOMER OPERATIONS FEES (NON-METAVANTE PROCESSED INSTITUTIONS)
  Customer data back-out, each transmission .............................$50.00
  Customer data restore, per account, per day ............................50.00

NETWORK CONNECTIVITY
CONNECTION METHOD - DELIVERY CHANNEL - INTERNET
SSL Web Site Registration - Required for each site - If only one Internet
Banking site established for Consumer Internet Banking - only 1 site required.
One site is included with pricing for Consumer Access Internet Banking - Each
additional site.................................................$1,000 per year

OPTIONAL BANK PARTNER SUPPORT TOOLS
Monthly Client Billing-ACH Debit................................$150.00 Monthly
Automated Client Billing - ACH Debit .........$5000 One-time implementation fee


                                       46
<PAGE>   48

INTERNET BROWSER BANKING OPTION - PRIVATE LABEL IMPLEMENTATION ....... Included
in Base Fee
INCLUDES BRANDING OPTIONS, AS FOLLOWS:
   o   Customer Name
   o   Customer Product Name
   o   Customer Logo (148 x 60 pixels)
   o   Customer Home Page Link
   o   Background Color for Navigation Region of Web Page
   o   Background Color for Legend Region of Web Page
   o   Background Color for Application Region of Web Page
   o   Text Color except background color (graphic changes not included)
   o   Link Colors
   o   VIEWED LINK COLOR
   o   ACTIVE LINK COLOR
   o   TABLE & REGISTER CONTROL COLORS ACCOUNT DETAIL
   o   Heading Lines
   o   LIGHTER COLOR FOR ALTERNATING LINES
   o   DARKER COLOR FOR ALTERNATING LINES
   o   Enrollment Message Destination
   o   LINK TO URL
   o   INTERNET ADDRESS; OR ADMINISTRATIVE WORKSTATION

PER QUOTE
   o   Navigation tabs
   o   All graphic work
   o   Image creation
   o   Ad Rotator Schedule
   o   Up to 5 Ad Images (468 x 60 pixels)
   o   Weight of Ad to Control Display


                                       47

<PAGE>   49

         BUSINESS E-BANKING AND BILL PAYMENT SERVICES, FEES, AND CHARGES

1. BUSINESS E-BANKING FEES AND CHARGES
    A. Implementation Fees
    Included in these fees is one (1) method of access (Internet Browser Banking
    option) to the Business E-Banking Services, implementation setup of the
    Customer's data transmission feeds, and two (2) days of Customer personnel
    training. The initial fee also includes up to two (2) copies of the
    Administrative Workstation for End User (customer) enrollment and setup.
    Each additional copy (in excess of the initial two (2) copies) shall be
    $160.00 each.

   INTERNET BROWSER BANKING OPTION IMPLEMENTATION ONE-TIME FEE........$25,000.00

   STANDARD PLATFORM IMPLEMENTATIONS INCLUDED:

   o   Internet Browser Banking Option, Standard

   STANDARD SUPPORT IMPLEMENTATIONS INCLUDED:

   o   End User Support - Telephone and Email, Standard
   o   Customer Partner Operations Support
   o   Administrative Workstation - up to 2 people

   MODULE IMPLEMENTATIONS INCLUDED.

o   Balance Reporting (Standard, Premium)
o   Loans
o   Book Transfers
o   Express Transfers
o   Stop Payment
o   Wire Transfer (Repetitive)
o   Bill Payment


                                       48

<PAGE>   50

B. Ongoing Fees - Business Internet Banking

<TABLE>
<S>                                                       <C>
   ------------------------------------------------------------------------------
   MONTHLY UNIT SALES MINIMUM                                           $1300.00
   For months 1 through 2, monthly unit sales
   minimum is waived. For months 3 and thereafter,
   monthly unit sales minimum is $1,350
   ------------------------------------------------------------------------------

   END USER MODULE, PLATFORM, AND TECHNICAL
   SUPPORT MONTHLY FEES

   Small Business Profile (Balances (Standard),             $25.00 (1-3 accounts)
   Stop Payments, Book Transfer, Express Transfer,
   Wire Transfer, Mail, Bill Payment)                     4+ accounts $3.00 each

   Middle Market - Corporate Profile (Balances              $40.00 (1-3 accounts)
   (Premium), Stop Payments, Book Transfer,
   Express Transfer, Wire Transfer, Mail, Bill Payment)   4+ accounts $5.00 each

   Modular Fees*

   ACH Collection                                             $5.00 per customer

   ACH Disbursement                                           $5.00 per customer

   *These modules can be added to the small and middle
   corporate profiles.
   ------------------------------------------------------------------------------
   TRANSACTION FEES

   ACH                                                                $0.15/each

   Wire Transfer Request                                              $1.00/each

   Consumer Bill Payment**                                            $0.33/each

   Commercial Bill Payment***                                          $TBD/each
   ------------------------------------------------------------------------------
   ** CONSUMER BILL PAYMENT IS THE OPTION CURRENTLY
      OFFERED BY METAVANTE ***COMEMRCIAL BILL PAYMENT WILL BE
      PRICED WHEN AVAILABLE.
   ------------------------------------------------------------------------------
</TABLE>

o   CONSUMER BILL PAYMENT IS THE OPTION CURRENTLY OFFERED BY METAVANTE
    COMMERCIAL BILL PAYMENT WILL BE PRICED WHEN AVAILABLE.

   C. Miscellaneous Fees

   The following transactions fees would not be incurred unless the specific
   service is provided to the Customer or an End User, with the exception of the
   maintenance fees which accompany the Workstation and Billing Modules,
   respectively.

   PRODUCT FULFILLMENT AND UPGRADE FEES
   Information Kit (includes documentation, security and
   administration info, required for each end user)......................$10/kit
   Fulfillment for Returned Bad Address ..............................cost + 10%
   Fulfillment for Kit Shipment for International Destination ........cost + 10%
   Fulfillment Kit Bill Payment .......................................$2.00/kit


                                       49

<PAGE>   51

   BILLING FEES
   Monthly Summary Invoice............................................ No charge
   Detail Invoices on Paper..............................................$1/page
   Electronic Invoice Detail File (Auto. Trans.).......................$50/month
   Electronic Invoice Detail File (Manual Trans.).....................$200/month

   ADDITIONAL END USER FEES
   Fax Reports Per Page ..............................................$0.50/page
   Enable Deleted User ...........................................$20/occurrence
   Restore Deleted User Data .....................................$50/occurrence
   Database rebuild (less than 45 days) ..................................$50.00
   Database rebuild (45 days or greater), per additional week .............50.00
   Add/Changes by M&I personnel, per add/change.............................5.00
   Add/Changes by Customer personnel via Workstation, per add/change.........N/C
   Reactivation fee, per End User reactivation .............................5.00
   Demonstration diskettes (minimum quantity of 100), each diskette ........1.00
   End User Billing - adds/changes, per hour ................Quoted upon request

   IMPLEMENTATION AND CUSTOMER SETUP CHANGES (AFTER INITIAL CUSTOMER SETUP)
   Profiles add/changes, per profile ....................................$150.00
   Customization, per hour ...............................................150.00

   ADDITIONAL CUSTOMER OPERATIONS FEES
   Customer data back-out, each transmission..............................$50.00
   Customer data restore, per account, per day ............................50.00

   ADDITIONAL SERVICES - BUSINESS INTERNET BANKING
   Loan.................................................................Included
   ACH Colletions.........................................................$2,500
   ACH Payments...........................................................$2,500
   File Upload............................................................$2,500
   Book Transfer Real Time .............................................Included
   Express Transfer.....................................................Included

   ADDITIONAL MODULE SETUP
   Planned Middle Market Modules.....TBD ($2,500-10,000 per module one time fee)

   RECURRING MONTHLY BANK FEES
   BANK SUPPORT SERVICES
   Customer Administration Facility...............2 Users included in Base Fees,
                                                             $75 Each Additional
   Customer Service......................................Included in Monthly Fee
 o   Standard 800 Customer Support Number
 o   Standard Fax Back Documents
   Billing - Send Paper Detail Client Invoices........................$1.00/Page
   Billing - Manual Electronic Invoice File Transmission .........$200 per month
   Billing - Add/Change Billing Information .......................$150 per hour


                                       50

<PAGE>   52

   NETWORK CONNECTIVITY
   CONNECTION METHOD - DELIVERY CHANNEL - INTERNET
   SSL Web Site Registration - Required for each site - If only one Business
   Banking site established for small business and corporate - only 1 site
   required. One site is included with pricing for Business  Internet
   Banking ......................................................$1,000 per year

   ONE TIME BANK IMPLEMENTATION FEES
   PARTNER SUPPORT TOOLS
   Client Billing AAS-Interface...........................$5,000.00 one time fee

   OPTIONAL BANK PARTNER SUPPORT TOOLS
   Client Billing................................................$100.00 Monthly

   E. Private Label Fees

   NO__INTERNET BROWSER BANKING OPTION - PRIVATE LABEL
   IMPLEMENTATION...........................................$10,000 one time fee
   INCLUDES BRANDING OPTIONS, AS FOLLOWS:
 o   Customer Name
 o   Customer Product Name
 o   Customer Logo (148 x 60 pixels)
 o   Customer Home Page Link
 o   Background Color for Navigation Region of Web Page
 o   Background Color for Legend Region of Web Page
 o   Background Color for Application Region of Web Page
 o   Text Color
 o   Link Colors
     o   VIEWED LINK COLOR
     o   ACTIVE LINK COLOR
     o   TABLE & REGISTER CONTROL COLORS
 o   Heading Lines
     o   LIGHTER COLOR FOR ALTERNATING LINES
     o   DARKER COLOR FOR AlTERNATING LINES
 o   Ad Rotator Schedule
     o   UP TO 5 AD IMAGES (468 X 60 PIXELS)
     o   LINK TO URL
     o   WEIGHT OF AD TO CONTROL DISPLAY
 o   Enrollment Message Destination
     o   INTERNET ADDRESS; OR
     o   ADMINISTRATIVE WORKSTATION

 _____INTERNET BROWSER BANKING OPTION - PRIVATE LABEL
      MAINTENANCE.....................................................1,500/Year

   REQUIRED IF CUSTOMER CHOOSES INTERNET BROWSER BANKING OPTION- PRIVATE LABEL
                              IMPLEMENTATION, ABOVE


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<PAGE>   53

                                  EXHIBIT H2

                DESCRIPTION OF METAVANTE BILL PAYMENT SERVICES

1 . METAVANTE BILL PAYMENT SERVICES

     1.1. PAYMENT INITIATION. Metavante will provide the Bill Payment Services
on behalf of Customer to End Users who enroll for the Bill Payment Services.
Depending upon the Bill Payment Services selected by Customer, End Users will be
able to initiate payments, subject to any maximum payment limit established by
Metavante, by telephone or through a personal computer or other access device to
any payee in the United States except for government or court directed payments.

     o    End Users shall be able to schedule payments up to 364 days in the
          future.

     o    End Users shall be able to schedule bill payments to occur on a
          regular basis: weekly, bi-weekly, monthly, bi-monthly, semi-monthly,
          quarterly, semi-annually or annually.

     o    End Users shall be able to review, change, and cancel scheduled future
          or recurring payments

     1.2. BACK-END PROCESSING. Each business day, Metavante will consolidate all
of the payments made throughout the bill payment system. Several editing
functions check that payment information is correct before remittance is made to
the appropriate payees on behalf of the End Users. Metavante then remits the
proper funds ("Credits") to all appropriate payees either electronically or by
check if the payee is not able to accept electronic remittances. All checks will
be mailed using the U. S. Postal Service, first class mail.

     1.3. CURRENT PAYMENT: Metavante will debit the End User' account within 2
Business Days after the End User submits the request for payment, or otherwise
as required under the rules of the National Automated Clearing House
Association.

     1.4. FUTURE AND RECURRING PAYMENTS: Metavante will debit the End User's
account within 2 Business Days after the payment date entered.

2. STOP PAYMENTS. Stops and reissues for check payments will be accepted by
Metavante beginning 5 business days after the date the End User's payment
processing began on the system to the payee. In situations where it is apparent
that the payment is going or has gone to the wrong address, wrong payee, etc.,
Metavante will accept stops and reissues immediately. Electronic payments cannot
be stopped. The Stop Payment Fee will be applied whenever any bill payment is
stopped by Metavante at Customer's or the End User's request, because the payee
address was incorrectly submitted by the End User, or because the End User
requests a refund on a check payment that has not yet cleared. The Stop Payment
Fee will not be assessed by Metavante if the payment is stopped by Metavante due
to an Metavante error, the payment was not posted by the payee even though the
payee address was correctly submitted by the End User, or if the payment check
was lost in the mail.

3. REJECTED PAYMENTS. If a payment is rejected for any reason, Metavante will
attempt to contact the End User for resolution if necessary. If information is
not provided from the End User within five (5) business days, Metavante will
cancel the payment.

4. STALE CHECK EXPIRATION. Metavante may set an expiration date for payment
checks at least ninety (90) days following the date of the payment check. If a
check has not been presented to Metavante for payment on or before the
expiration date, Metavante may choose to cancel the check, refund the amount of
the check to the End User's DDA Account, and notify the End User that the
payment did not post.

5. FILE TRANSFERS. Metavante will initiate transaction polling at least once per
Business Day, or in the case of a holiday, the evening of the holiday if the
holiday falls before a Business Day, to the designated sites specified by
Customer or its subcontractor. Metavante will notify Customer or its
subcontractor of a problem with a file transfer via the method agreed upon by
the parties (i.e. via page, e-mail, or telephone call).

6. ACH RETURNS.

     o    A block will automatically (systematically) be placed by Metavante on
          all accounts that have an ACH debit returned to Metavante Bill Payment
          Services. No additional bill payments will be processed until the
          account is properly funded and the return(s) cleared. If a payment
          request is received while the account is blocked, a letter will be
          sent notifying the User that the payment(s) will not be processed. A
          copy will be sent to Customer.

     o    Upon the first return, Metavante will automatically resend all ACH
          returns under $100.00 (individually and cumulatively). Exception:
          debits for payments in which the credit portion was sent
          electronically will be resent regardless of the dollar amount without
          Customer verification.

     o    Metavante will contact Customer to verify all returns exceeding
          $100.00 (individually and cumulatively). If funds are available,
          Metavante will resend the return(s). If funds are unavailable and if
          the payment was made by check, a stop payment will be placed on the
          outbound payment.

7. BILLING TIMELINE. Metavante begins the monthly billing cycle on the third
(3rd) business day of the month. By the sixth (6th) business day, advices are
sent by regular mail to arrive in advance of the actual ACH debit or credit
which takes place on the fifteenth (15th) business day.


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<PAGE>   54



                                   EXHIBIT H3

                     PERFORMANCE MEASUREMENTS AND STANDARDS

A. CONSUMER INTERNET BANKING AND BUSINESS INTERNET BANKING INFORMATION
                                  AVAILABILITY

     METAVANTE PROCESSED DATA. Metavante processes the balance reporting data on
behalf of Customer, Metavante will use reasonable efforts to provide data for
End User access by 7:00 a.m. EST. In the event Metavante does not meet such 7:00
a.m. EST goal, Metavante shall use commercially reasonable efforts to make
previous day balance data available as soon as possible.

     THIRD PARTY PROCESSED DATA.

     BAI transmission window. While the System is capable of receiving a high
speed previous day balance data file (utilizing an industry standard BAI format)
at any time during which the System is available, technical support staff are
available starting at 6:00 AM Eastern Time each business day to monitor such
processing.

     BAI update processing turnaround. Metavante will use its reasonable efforts
to meet a quality standard relating to the availability of previous day balance
data transmitted by Customer to Metavante via high speed data file (utilizing an
industry standard BAI format). Metavante will make such balance data available
for Customer or Customer access by 8:00 AM Eastern Time provided: (i) the data
is machine readable; (ii) such transmission is completed no later than 6:00 AM
Eastern Time; and (iii) the file does not exceed forty thousand (40,000)
records. In the event Customer does not meet any or all of the above conditions,
Metavante will use its reasonable efforts to make the previous day balance data
available as soon as possible after Metavante's receipt of such information. If
Metavante requests Customer to divide its BAI files being transmitted to
Metavante into multiple files, Customer shall do so within five (5) business
days of the receipt of such request.

B.   BILL PAYMENT SERVICES
     Metavante will remit credit to vendor (payee) the next Business Day after
     the End User submits request for payment. Average length of time from End
     User payment request and receipt of payment by payee will be five (5)
     Business Days for check payments (subject to U.S. Postal Services) and
     three (3) business days for electronic payments (subject to the rules and
     performance of the electronic transmission service provider).

     o    CUSTOMER SERVICE.

     o    Metavante will answer 85% of all bill payment service calls within
          thirty seconds.

     o    The customer service abandoned call rate will not exceed 5%.

     o    Metavante customer service will be available 24 hours per day, seven
          (7) days per week (excluding Christmas Day, New Year's day, Easter
          Sunday, Memorial Day, Independence Day, Labor Day, and Thanksgiving
          Day, when the Call Center will close as of 11:00 p.m. the day before
          the holiday and reopen on 11:00 p.m. on the day of the holiday).

REMOTE CUSTOMER SERVICE UP TIME. Metavante shall provide for Remote Customer
Service Database Up Time 7 Days per week, 52 weeks per year (excluding Christmas
Day, New Year's day, Easter Sunday, Memorial Day, Independence Day, Labor Day,
and Thanksgiving Day, when the Call Center will close as of 11:00 p.m. the day
before the holiday and reopen on 11:00 p.m. on the day of the holiday). Up time
will be the 20 hours between 6:00 A.M. and 2:00 A.M. CT. This standard will be
met 95% of the time.

o    RESEARCH.

          o    Payment research investigations will be accepted as early as five
               (5) business days from the payment processing date. Policy is
               flexible depending on situation, and inquiries may be taken to
               resolve late payment situations.

          o    Standard Research Inquiries-- End User initiated research will be
               handled within three (3) business days, 90% of the time, after
               the initial contact to Metavante Customer Service by the End
               User. By definition, "handled" includes items brought to
               resolution and items that require more information from the End
               User or payee before they can be brought to resolution. After
               initial research, all payment inquiries will be entered into
               continuous five business day follow up in order to monitor and
               determine the status of the payment research. Pending status
               inquiries will be tracked by or on the next action date and
               follow up will continue until the problem is resolved. The
               follow-up with End Users and payees will occur on the date of
               next follow-up 80% of the time.

          o    Priority Research Inquiries. Service cut-off inquiries, mortgage
               payments and insurance payments will be handled within one
               business day after the initial consumer contact 90% of the time.
               Other research inquiries deemed priority by the financial
               institution's senior management and the Customer Service
               management may also fall under this service schedule.

          o    Resolving payment inquiries frequently requires that research be
               performed by the payee involved. Metavante will work with the
               payee to resolve the inquiry promptly before it would refer a End
               User back to the payee. Proactive follow up will consist of the
               following:

          o    Providing the payee with check copies, ACH or RPS transmittal
               confirmations, etc. as necessary for the payee to complete their
               research and post the payment correctly.

          o    Notifying Customer or the End User regarding the status of the
               inquiry.


                                       53

<PAGE>   55



          o    Metavante must hear from the End User no later than 60 days after
               the End User receives the FIRST statement on which the problem or
               error is reported for the foregoing procedures to apply.

PAYMENT INQUIRY RATE. The ratio of inquiries requiring payee contact initiated
by Customer and/or End User's to the total number of payment transactions
originated by End Users shall not exceed 1.25% on a rolling three-month basis.
Metavante will use its best efforts to consistently keep its bill payment
inquiries under 1% on a rolling three month basis.


                                       54

<PAGE>   56



                                   EXHIBIT H4

        METAVANTE STATEMENT OF PROCEDURES REGARDING BILLING ERROR NOTICES

RESEARCH ITEMS AND REGULATION E

Federal Regulation E establishes the basic rights, liabilities and
responsibilities of consumers who use electronic funds transfer services and
those of "financial institutions." It is designed to protect consumers from
liability for unauthorized transfers and other billing errors by requiring
"financial institutions" to follow specific procedures whenever they receive a
billing error notice from a consumer.

In the context of automated bill payment services, a Regulation E billing error
occurs, for example, when a payment is not, in fact, authorized by the consumer
or is processed incorrectly. When a "financial institution" receives a notice of
such a billing error, it must research and resolve the matter within the time
periods established by Regulation E . A "financial institution" must also
research and respond within specific time periods when a consumer requests
documentation of a bill payment transaction.

It is recommended that financial institutions review Regulation E for a complete
understanding of their responsibilities under the regulation. Regulation E
applies to "financial institutions," which is defined under the Regulation as a
"bank, savings association, credit union, or any other person that directly or
indirectly holds an account belonging to a consumer, or that issues an access
device AND agrees with a consumer to provide electronic funds transfer services"
(12 CFR 202.2(i), as effective 1/1/99). Since Metavante Internet Banking
Services does not directly or indirectly hold accounts, or enter into agreements
with consumers to provide them electronic funds transfer services, it is
Metavante Internet Banking Services position that it is not a "financial
institution" as that term is defined under Regulation E. Therefore, although
Metavante Internet Banking Services will follow procedures and provide services
to handle customer inquiries related to automated bill payments in a timely
manner pursuant to Metavante Internet Banking Services agreement with its
customer, ultimate responsibility for Regulation E compliance remains with
Metavante Internet Banking Services customer, the financial institution.

METAVANTE INTERNET BANKING SERVICES DOES NOT AND WILL NOT PROVIDE LEGAL ADVICE
OR OPINIONS TO FINANCIAL INSTITUTIONS REGARDING REGULATION E MATTERS. HOWEVER,
THE FOLLOWING IS METAVANTE INTERNET BANKING SERVICES INTERNAL SUMMARY OF
REGULATION E REQUIREMENTS, WHICH IS USED BY METAVANTE INTERNET BANKING SERVICES
AS A GUIDE IN DEVELOPING PROCEDURES FOR RESPONDING TO CUSTOMER INQUIRIES THAT
CONSTITUTE BILLING ERROR NOTICES UNDER REGULATION E, AND THE PROCEDURES THAT
METAVANTE INTERNET BANKING SERVICES HAS DEVELOPED BASED ON THE REGULATION E
REQUIREMENTS. THE FOLLOWING IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY.
METAVANTE INTERNET BANKING SERVICES MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT
THE ACCURACY OR COMPLETENESS OF THIS INFORMATION, AND METAVANTE INTERNET BANKING
SERVICES WILL NOT BE RESPONSIBLE FOR ANY ACTIONS OR DECISIONS BY ANY FINANCIAL
INSTITUTION BASED ON THIS INFORMATION.

1. REGULATION E SUMMARY

a.    Types of Billing Error Notices

Generally, a billing error notice is any written or oral notice from a consumer
that an automated payment is unauthorized, incorrect or erroneous and which
notice (i) enables the financial institution to identify the consumer's name and
account number, (ii) indicates why the financial institution believes that an
error exists, and (iii) includes, to the extent possible, the date, type, and
amount of the error. A billing error notice also includes a request for
documentation for a payment transaction.

Notwithstanding whether or not an inquiry would satisfy the Regulation E
definition of a billing error notice, it need not be handled in accordance with
Regulation E billing error resolution procedures unless the notice is received
by the financial institution within 60 days of sending the first statement on
which the billing error is reflected.

THE OFFICIAL STAFF COMMENTARY TO REGULATION E (AS OF 1/1/99) PROVIDES THAT "A
FINANCIAL INSTITUTION MAY REQUIRE THE CONSUMER TO GIVE NOTICE ONLY AT THE
TELEPHONE NUMBER OR ADDRESS PROVIDED BY THE INSTITUTION, PROVIDED THE
INSTITUTION MAINTAINS REASONABLE PROCEDURES TO REFER THE CONSUMER TO THE
SPECIFIED TELEPHONE NUMBER AND ADDRESS IF THE CONSUMER ATTEMPTS TO GIVE NOTICE
TO THE FINANCIAL INSTITUTION IN A DIFFERENT MANNER."

b. Procedures and Timeframes for Resolving Regulation E Inquiries:

Regulation E provides the following time frames for responding to billing error
notices.

Ten (10) business days from receipt of the billing error notice to investigate
and resolve the matter;

One (1) business day after determining that an actual error occurred to resolve
the error by crediting the consumer's account;

Three (3) business days after making a determination to communicate the results
back to the user.

c. EXTENSIONS:

If a billing error cannot be completely investigated and resolved to conclusion
within ten business days, a financial institution may obtain additional time to
investigate the matter under Regulation E under two circumstances:


                                       55

<PAGE>   57

WRITTEN CONFIRMATION

A financial institution has up to forty five (45) calendar days from the date of
receiving an oral billing error notice if the institution has requested that the
consumer confirm the notice in writing and the consumer has failed to do so.

PROVISIONAL CREDIT

If the financial institution provisionally credits the disputed funds to the
consumer's account within ten (10) business days of receiving the billing error
notice, Regulation E allows the financial institution until the end of
forty-five calendar days from the original receipt of the billing error notice
to research and resolve the problem. The financial institution must inform the
consumer of the amount and date of the provisional credit within two business
days of provisionally crediting the consumer's account and allow the consumer to
have full use of the provisionally credited funds throughout the investigation
period.

d. Resolution/Response

If the financial institution determines that no error occurred, the financial
institution must, within the three business day time period required under
Regulation E, report the results of its investigation to the consumer in a
writing explaining its findings and noting the consumer's right to receive
copies of documentation relied upon by the institution in making its
determination. The financial institution may reverse any provisional credit
previously made to the consumer's account, provided that the financial
institution must notify the consumer of the reversal and notify the consumer
that the financial institution will honor checks, drafts, similar items, and
preauthorized transfers for 5 business days following the notice as if the
provisional credit had not been reversed.

If a billing error is found to have occurred or cannot be resolved within the
time allowed by Regulation E, the error must be corrected within the one
business day period required under Regulation E, and the results must be
communicated within the three business day period - including, if applicable,
notice to the consumer that the provisional credit to the consumer's account has
been made final.

2. METAVANTE INTERNET BANKING SERVICES PROCEDURES FOR THE HANDLING OF ELECTRONIC
METAVANTE INTERNET BANKING RESEARCH REQUESTS THAT FALL WITHIN THE FRAMEWORK OF
REGULATION E.

IN RECOGNITION OF THE REQUIREMENTS OF REGULATION SUMMARIZED ABOVE, METAVANTE
INTERNET BANKING SERVICES HAS INSTITUTED THE FOLLOWING PROCEDURES FOR HANDLING
RESEARCH REQUESTS.

The following are examples of the research requests that Metavante Internet
Banking Services will handle as billing error notices under Regulation E,
provided the request meets the timing and content requirements of Regulation E:

1)   a user states that he/she did not schedule an electronic payment that was
     debited to his/her account;

2)   a user states that an electronic payment was remitted to a payee other than
     the payee designated by the user;

3)   a user states that an electronic payment was debited on a date that was not
     on or about the date designated by the user;

4)   a user states that an electronic payment was debited for an amount that was
     not the amount authorized by the user;

5)   a user states that an electronic payment was debited more times than the
     user instructed;

6)   a user states that an electronic payment was debited after the user
     successfully canceled the payment in accordance with the applicable terms
     and conditions;

7)   a user states that a fixed recurring payment was electronically debited
     after the ending date of the payment series instructed by the user; or,

8)   the user specifically alleges that the payment has been processed
     incorrectly, even if everything appears to be correct.

Metavante Internet Banking Services will process these payment research requests
in accordance with its normal procedures and timeframes. The majority of
research request will fall into this category. Only a small percentage will fall
within the scope of Regulation E.

METAVANTE INTERNET BANKING SERVICES RECEIVES EACH SUCH RESEARCH REQUEST AND LOGS
THE ITEM ON-LINE. IT IS IMPORTANT FOR FINANCIAL INSTITUTIONS TO RECOGNIZE THAT
METAVANTE INTERNET BANKING SERVICES WILL LOG THE REQUEST AND BEGIN TO MONITOR
RESPONSE TIMES ONLY WHEN THE REQUEST IS RECEIVED BY METAVANTE INTERNET BANKING
SERVICES, NOT WHEN IT IS RECEIVED BY THE FINANCIAL INSTITUTION. IN ORDER TO
ENSURE THAT METAVANTE INTERNET BANKING SERVICES WILL PROCESS THE ITEM WITHIN
REGULATION E TIMEFRAMES, A FINANCIAL INSTITUTION SHOULD, AS PERMITTED UNDER THE
OFFICIAL STAFF COMMENTARY TO REGULATION E, IDENTIFY THE TELEPHONE NUMBER AND
ADDRESS SPECIFIED BY METAVANTE INTERNET BANKING SERVICES FOR BILLING ERROR
NOTICES IN THE INITIAL DISCLOSURE STATEMENT THE FINANCIAL INSTITUTION PROVIDES
TO CUSTOMERS. THE FINANCIAL INSTITUTION SHOULD ALSO MAINTAIN PROCEDURES TO REFER
CUSTOMERS TO THIS METAVANTE INTERNET BANKING SERVICES NUMBER OR ADDRESS IF THE
CUSTOMER CONTACTS THE FINANCIAL INSTITUTION DIRECTLY IN ORDER TO ENSURE THAT THE
ITEM WILL BE PROCESSED IN A MANNER THAT WILL ENABLE THE FINANCIAL INSTITUTION TO
SATISFY REGULATION E REQUIREMENTS.

Metavante Internet Banking Services Research team will evaluate every payment
research request it receives to determine if the payment was processed in error
(unauthorized or processed incorrectly), or the user is specifically alleging
that the payment was processed in error (incorrectly).


                                       56

<PAGE>   58

If Metavante Internet Banking Services determines that the research item is a
billing error notice under Regulation E:

     We will attempt to resolve the issue as quickly as possible. If we cannot
     resolve the error within eight business days of the original notification
     date and we have received written confirmation of the consumer's error
     notice (if requested), the financial institution will be notified via
     telephone by the research team, of the pending research inquiry and advised
     that a provisional credit should be made to the user's account. By
     notifying the financial institution within the eight business days we are
     allowing for sufficient time for the F.I. to provisionally credit the
     account prior to the expiration of ten business days, as required under
     Regulation E.

     The financial institution will be responsible for provisionally crediting
     the consumer's account and notifying the consumer that a provisional credit
     has been made to the consumer's account in accordance with Regulation E
     requirements.

     Metavante Internet Banking Services will continue to work the research
     request to resolve it as quickly as possible. When the item has been
     resolved, whether during the initial ten business days or the extended 45
     calendar day period, research will notify the financial institution of the
     disposition. Where the alleged billing error is an unauthorized payment,
     Metavante Internet Banking Services will report to the financial
     institution its findings, but it will be the responsibility of the
     financial institution to decide whether or not the payment was, in fact,
     unauthorized based on these findings. A log will be maintained of Metavante
     Internet Banking Services notification to the financial institution.

     The financial institution will be responsible for crediting the consumer's
     account for errors, and notifying the customer in accordance with
     Regulation E requirements of the final conclusions of the investigation. In
     the event Metavante Internet Banking Services findings indicate that no
     error occurred, the financial institution will be responsible for notifying
     the consumer of the results of the investigation, reversing the provisional
     credit (if any), and notifying the consumer of the reversal, all in
     accordance with Regulation E requirements.


                                       57

<PAGE>   59

                                                  SCHEDULE I TO MASTER AGREEMENT

                          AUTOMATED CLEARING HOUSE SERVICES

The following terms and conditions shall govern the provision of the Automated
Clearing House Services from Metavante to Customer.

1 . DEFINITIONS. The following terms, as referenced from the NACHA Rules, shall
have the following meanings for the purposes of the Agreement:

     1.1. "Applicable Law" means the NACHA Rules, the rules of local ACH
Associations, the rules of any and all ACH Operators, and other applicable law.

     1.2. "Automated Clearing House Operator" or "ACH Operator" means the
central clearing facility, operated by a Federal Reserve Bank ("FRB") or a
private organization, which receives entries from the ODFI or the Third Party
processor acting as an agent for the ODFI, and distributes entries to the
appropriate RDFI or the Third Party processor acting as an agent for the RDFI,
and performs the settlement functions for the affected financial institutions.

     1.3. "Originating Depository Financial Institution" or "ODFI" means the
institution that receives the payment instructions from the Originators and
forwards the entries to the ACH Operator.

     1.4. "Originator" means a person that has authorized an ODFI to transmit a
credit or debit entry to the deposit account of an RDFI.

     1.5. "Receiving Depository Financial Institution" or "RDFI" means the
institution that receives ACH entries from the ACH Operator and posts them to
the accounts of its depositors.

All other capitalized terms not herein shall have the meaning ascribed to them
in the General Terms and Conditions.

2. GENERAL. Customer hereby authorizes Metavante to initiate and receive
automated clearing house debit and credit entries, adjustments to debit entries
and credit entries to Customer's account to be set up during the Conversion
Period, to credit and/or debit the same to such account, and to provide various
ACH services, as described below, to Customer pursuant to the terms and
conditions specified in this Schedule. The ACH entries covered shall hereinafter
be referred to as the "ACH Entries." Except as otherwise provided herein, the
terms used in this Schedule shall have the same meanings as ascribed to such
terms in the Operating Rules of the National Automated Clearing House
Association, as in effect from time to time (the "NACHA Rules").

3. ACH SERVICES.

     3.1. Metavante shall act as Customer's agent for initiating and
transmitting ACH Entries to the appropriate ACH Operator. In addition, Metavante
shall act as Customer's agent for receiving ACH Entries from an ACH Operator.
For all ACH Entries initiated by Metavante pursuant to this Agreement, Customer,
and not Metavante, shall be the ODFI when Metavante receives payment
instructions directed to Customer's routing number from an Originator, or the
RDFI when Metavante receives ACH Entries directed to Customer's routing number
from an ACH Operator.

     3.2. Metavante shall transmit ACH Entries in accordance with the format
requirements of the NACHA Rules to an ACH Operator using Customer's Routing
Number. Metavante shall receive ACH Entries on behalf of Customer that are
transmitted to Metavante by an ACH Operator. Metavante shall provide reports to
Customer, as described in the ACH User Manual. If agreed to between Customer and
Metavante, Metavante shall provide for the posting of ACH Entries to Customer
deposit accounts.

     3.3. All warranties of an ODFI or RDFI prescribed under Applicable Law
shall be in effect and applicable to Customer, and not Metavante, with respect
to all ACH Entries.

     3.4. Metavante may provide additional ACH Services as requested by Customer
and agreed to by Metavante in writing.

4. METAVANTE PC ACH SERVICES. Customer may provide its business depositors with
personal computer access to Metavante's ACH Services in accordance with the ACH
User Manual (the "PC ACH Service"). Customer shall be responsible for informing
Metavante prior to permitting a new depositor to begin using the PC ACH Service.
Customer also shall inform Metavante whether any credit limit shall apply to the
ACH Entries of a depositor utilizing the PC ACH Service.

5. CUSTOMER DEPOSITOR INQUIRIES: ERRONEOUS OR REJECTED ACH ENTRIES.

     5.1. Customer shall be responsible for handling all inquiries of its
depositors regarding ACH Entries, including inquiries regarding credits or
debits to a depositor's account resulting from an ACH Entry. Metavante agrees to
reasonably assist Customer in responding to such inquiries by providing
information to Customer concerning ACH Entries.


                                       58

<PAGE>   60

     5.2. As described in the ACH User Manual, Metavante shall provide reports
to Customer showing errors and rejections resulting from ACH Entries transmitted
on behalf of Customer during a particular day. It shall be Customer's
responsibility to research and correct such ACH Entries.

6. CREDIT LIMITS.

     6.1. Customer may from time to time establish one or more credit limits
applicable to ACH Entries involving a particular depositor or all depositors of
Customer. Such credit limits shall be established by written notice from
Customer and shall be implemented by Metavante as soon as reasonably
practicable.

     6.2. In the event that an ACH Entry exceeds a credit limit communicated to
Metavante by Customer, Metavante shall promptly give oral or written notice to
Customer. Customer may either approve the ACH Entry as an exception to the
credit limit, request that it be held over to the next day, or reject such ACH
Entry provided, however, that any exception to the credit limit must be approved
in writing by Customer.

7. USER MANUALS.

     7.1. Metavante shall provide Customer with a copy of the ACH User Manual
and any updates to such manual. Customer agrees to comply with the requirements
of such manual.

     7.2. It shall be Customer's responsibility, and Customer is authorized, to
forward a copy of the applicable portion of the ACH User Manual, and any updates
thereto, to Customer's depositors that utilize the PC ACH Service.

8. NACHA RULES. Prior to providing ACH origination services, Customer shall
enter into an agreement with the Originator in compliance with the NACHA Rules,
including but not limited to the requirement of the NACHA Rules that such
agreement includes a provision whereby the Originator agrees to be bound by the
NACHA Rules. Metavante shall have no responsibility for ensuring that the
Originators have entered into such agreements.

9. LIMITATION ON LIABILITY.

     9.1. Metavante is acting solely in its capacity as agent for Customer in
connection with the initiation, transmission and receipt of ACH Entries on
behalf of Customer. As agent, Metavante shall be under no obligation to provide
funds to any party to settle for any ACH Entry received or initiated by
Metavante. Upon notification from Customer of the occurrence of an error or
omission with respect to an ACH Entry, Metavante shall promptly furnish
corrected ACH Entry(ies) to an ACH Operator, unless the NACHA Rules prohibit the
processing of the correct ACH Entry(ies). Notwithstanding any provision in the
Agreement to the contrary, Metavante's liability to Customer for claims arising
out of the ACH Services performed by Metavante pursuant to this Schedule shall
be limited to the extent of errors and omissions which are caused by Metavante's
gross negligence or willful misconduct and which cannot be remedied through the
processing of appropriate corrected ACH Entry(ies).

     9.2. Metavante shall make reasonable efforts to deliver ACH Entries to
Customer or to an ACH Operator, as appropriate, prior to any applicable deadline
for such delivery. Metavante does not guarantee timely delivery. Metavante shall
have no liability to Customer as a result of any late delivery, except to the
extent such late delivery is (i) caused by the gross negligence or willful
misconduct of Metavante and (ii) made more than 24 hours after its scheduled
deadline.


                                       59

<PAGE>   61

                                                  SCHEDULE J TO MASTER AGREEMENT

                                 TERMINATION FEE

1. TERMINATION FOR CONVENIENCE. Except as set forth in Paragraph 4 below, if
Customer elects to terminate this Agreement for any reason, Customer shall pay
Metavante the Termination Fee computed in accordance with this Schedule J. The
Termination Fee shall be paid at least sixty (60) days prior to the Effective
Date of Termination. In addition to the foregoing, Customer shall pay to
Metavante any amortized but unpaid Conversion fees and all reasonable costs in
connection with the disposition of equipment, facilities and contracts
specifically related to Metavante's performance of the Services under this
Agreement.

2. TERMINATION FOR CAUSE BY METAVANTE. If Metavante terminates this Agreement in
accordance with Sections 8.2 or 8.3 of the Agreement, Customer shall pay
Metavante the Termination Fee as set forth in this Schedule J. The Termination
Fee shall be paid at least sixty (60) days prior the Effective Date of
Termination. In addition to the foregoing, Customer shall pay to Metavante any
amortized but unpaid Conversion fees and all reasonable costs in connection with
the disposition of equipment, facilities and contracts specifically related to
Metavante's performance of the Services under this Agreement.

3. TERMINATION FOR CAUSE BY CUSTOMER. If Customer terminates this Agreement in
accordance with Sections 8.2 or 8.3, then Customer shall not be obligated to pay
Metavante the Termination Fee.

4. TERMINATION FEE. The Termination Fee shall be an amount equal to forty
percent (40%) of the Estimated Remaining Value, but in no event shall it exceed
$82,500, plus the unamortized portion of the $302,948 credit provided to
Customer by Metavante under the first pricing assumption stated in Exhibit C3 to
this Agreement. Metavante shall amortize the $302,948 credit on a straight line
basis over sixty (60) months. In the event Customer terminates this Agreement
prior to the expiration of this sixty (60) month period, the monthly credits
shall immediately cease and Customer shall pay Metavante in an amount equal to
$5,049 (representing 1/60 of the $302,948 credit) for each month remaining in
the Term following the effective date of termination.

<TABLE>
<S>                                      <C>            <C>             <C>
              Examples:
              Month of Termination:      12             30              44
              Months Remaining in Term   48             30              16
              Amount due Metavante       $242,352       $151,470        $80,784
</TABLE>

5. REBATE OF TERMINATION FEE. Subject to Metavante' rights under Section 6
below, Customer shall receive a rebate of a portion of any Termination Fee paid
by Customer hereunder in the event that Customer shall enter into a new
exclusive agreement with Metavante to receive the Initial Services within
thirty-six (36) months following the Effective Date of Termination. Such rebate
shall be determined according to the following schedule:

<TABLE>
<CAPTION>
               NUMBER OF MONTHS FOLLOWING TERMINATION                  REBATE
<S>                                                                     <C>
                                 0-3                                    100%
                                 4-6                                    11/12
                                 7-9                                    10/12
                                10-12                                   9/12
                                13-15                                   8/12
                                16-18                                   7/12
                                19-21                                   6/12
                                22-24                                   5/12
                                25-27                                   4/12
                                28-30                                   3/12
                                31-33                                   2/12
                                34-36                                   1/12
</TABLE>

6. PAYMENT OF REBATE. The applicable rebate of the Termination Fee shall become
payable to Customer upon execution of a new exclusive agreement for Initial
Services by and between Customer and Metavante within thirty-six (36) months
following the Effective Date of Termination (the "New Agreement"). The terms of
such New Agreement shall be as mutually agreed by the parties and nothing herein
shall obligate Metavante or Customer to accept any terms or conditions, whether
or not previously acceptable to either of them. The rebate may be paid to
Customer by Metavante, in its sole discretion, in the form of a discount to fees
payable by Customer under the New Agreement or as a credit against
implementation, conversion, training, or professional services fees payable by
Customer, or in such other manner as Metavante shall decide. Customer's right to
receive the rebate of the Termination Fee as provided under Section 5 above may
not be cancelled or revoked except by a written instrument signed by Metavante
expressly revoking Customer's right to receive such rebate delivered prior to
execution of the New Agreement.


                                       60

<PAGE>   62

                                                  SCHEDULE K TO MASTER AGREEMENT

                                    NETWORK


                                       61

<PAGE>   63

--------------------------------------------------------------------------------
                           BRANCH AUTOMATION AGREEMENT

THIS AGREEMENT is entered into the 1 day of March 2001, by Metavante
Corporation, a Wisconsin corporation ("Metavante") and Team Financial, Inc.
("Customer").

WHEREAS, Customer and Metavante, successor in interest to M&I Data Services, a
division of Marshall & Ilsley Corporation, had entered into a Salespartner,
PCTeller, and Execuvision Software License Agreement on March 5, 1993 (the
"Prior Agreement"), whereby Customer purchased Salespartner PCTeller, and
Execuvision Software from Metavante;

WHEREAS, by mutual agreement between Metavante and Customer, the Prior Agreement
is hereby terminated and all Software previously covered under the terms and
conditions of that Prior Agreement are now covered under the terms and
conditions of this Agreement.

For adequate consideration, the receipt and sufficiency which are hereby
acknowledged, the parties hereto agree as follows:

NOW, THEREFORE, by mutual agreement between Metavante and Customer, the Prior
Agreement is hereby terminated and all Software previously covered under the
terms and conditions of that Prior Agreement are now covered under the terms and
conditions of this Agreement.

1.       FEES. Customer shall pay to Metavante the fees in the amounts set forth
on attached Exhibit A for the Programs specified therein.

         1.1.     Documentation. One set of Documentation is included with each
                  Program. Additional Documentation is available at Metavante's
                  then current rates.

         1.2.     Professional Services. Unless otherwise specified in Exhibit
                  A, hourly rates for professional services are billable at
                  Metavante's then current rate. For professional service hours
                  delivered at Metavante's facilities, Customer shall pay only
                  for actual hours logged to a specific task for Customer. For
                  professional services delivered at sites other than
                  Metavante's facilities, Customer shall pay for the actual
                  hours logged at such site, with a minimum of four (4) hours
                  per day. In addition, Customer shall pay for all travel time
                  of Metavante personnel to, from and between Metavante's
                  facilities and the other sites.

         1.3.     Expenses. Customer shall reimburse Metavante for all
                  reasonable and actual out-of-pocket expenses incurred by
                  Metavante in connection with performance under this Agreement
                  including supplies, travel, lodging and meals.

2.       LICENSE.

         2.1.     Grant. Subject to the terms and conditions of this Agreement,
                  Metavante grants Customer a perpetual, non-exclusive,
                  non-transferable license to use the Metavante Products solely
                  for Customer's and Customer's Affiliates (collectively,
                  "Eligible Parties") own internal processing and computing
                  needs to provide banking services to the Eligible Parties'
                  customers, and for no other purpose. Customer shall be
                  entitled to use the Program in a productive mode only at the
                  Location(s). Programs copied for archival, testing, temporary
                  back-up or temporary transfer to another site (not to exceed
                  ninety days) shall not be considered productive use.

         2.2.     Restrictions on Use. Customer shall not use, copy, translate,
                  print or display the Metavante Products, in whole or in part,
                  other than as expressly authorized in this Agreement. Customer
                  agrees not to reverse assemble or decompile any Program or
                  portion thereof which Metavante does not provide in
                  human-readable source code form. Customer agrees not to use
                  the Metavante Products to provide service bureau, time
                  sharing, or other computer services to third parties unless
                  specifically authorized under this Agreement.

         2.3.     Affiliates. Customer's Affiliates are named in Exhibit D.
                  Customer may request to add to the list of Affiliates
                  additional entities that are or become affiliated with
                  Customer from time to time, and such additional entities shall
                  be considered Affiliates upon Metavante's written approval.
                  Metavante will not unreasonably withhold its approval, but may
                  condition its approval on the payment by Customer of
                  additional license fees and/or increased maintenance fees.

3.     TERM.

         3.1.     License. The term of the license granted hereunder is
                  perpetual upon Acceptance, subject to termination only in
                  accordance with this Agreement.

         3.2.     Maintenance. With respect to maintenance services, this
                  Agreement shall be effective ninety days after Acceptance and
                  shall continue for sixty (60) months thereafter (the "Initial
                  Term"). After the Initial Term, this Agreement shall be
                  renewed for successive one (1) year periods (each a "Renewal
                  Term") unless terminated pursuant to Article 13 below.

4.       PROFESSIONAL SERVICES.

         4.1.     Training Services. Metavante shall provide Customer with
                  training services, if any, specified on Exhibit B hereto (the
                  "Training Services"). The training sessions shall be held at
                  Metavante's facilities located in Brown Deer, Wisconsin, at
                  dates and times established by Metavante. Metavante reserves
                  the right to change the content of the Training Services based
                  on Customer's particular needs, provided that any material
                  changes shall require Customer's consent. Customer shall be
                  responsible for all travel, lodging, and related costs and
                  expenses incurred by its attendees. The number of attendees is
                  specified on Exhibit B; Customer may send additional attendees
                  to training classes at Metavante's then current fees for such
                  attendees. Additional training classes are available at
                  Metavante's then current rates.

         4.2      Customization Services. Metavante shall provide Customer with
                  the customization services, if any, specified on Exhibit B
                  hereto (the "Customization Services"). Metavante reserves the
                  right to change the content of the analysis sessions provided
                  as a part of the Customization Services based on Customer's
                  particular needs, provided that any material changes shall
                  require Customer's consent.

         4.3      Conversion Services. Metavante shall provide Customer with the
                  conversion services, if any, specified on Exhibit B hereto
                  (the "Conversion Services"). Metavante reserves the right to
                  change the duration of on-site support provided as a part of
                  the Conversion Services based on Customer's particular needs,
                  provided that any material changes shall require Customer's
                  consent. The number of attendees is specified on Exhibit B;
                  Customer may send additional attendees to conversion planning
                  sessions at Metavante's then current fees for such additional
                  attendees.


                                       1
<PAGE>   64

         4.4      Implementation Services. Installation and implementation
                  services are not included within the scope of this Agreement.
                  At Customer's request, Metavante may provide installation and
                  implementation services for the Programs pursuant to a
                  separate agreement between Customer and Metavante.

5.       ADDITIONAL SERVICES. Metavante may provide, at its sole discretion,
such additional products, services or resources (collectively, the "Additional
Services") as may be reasonably requested by Customer from time to time, and as
are reasonably within the general scope of the products, services or resources
which are contemplated by this Agreement to be provided by Metavante. All
requests for Additional Services by Customer shall be made in writing. Unless
otherwise agreed to in writing by Metavante, Customer shall be charged for the
Additional Services at Metavante's then current rates. In the event either party
wishes to change the scope of the products, services or resources to be provided
by Metavante under this Agreement, such change in scope shall be considered
Additional Services and the parties shall follow Metavante's then current change
control procedures for all such requests.

6.       ACCEPTANCE. Acceptance shall be deemed to occur upon delivery of the
media containing the Programs and related Documentation to the Primary Location.
In the event Customer discovers a Defect during the Warranty Period Customer's
remedies shall be as specified in Section 8.2 below.

7.       UPGRADES. Metavante will offer all Upgrades to Customer when such
Upgrades are offered generally to all Customers of the applicable Program.
Upgrades shall be priced at Metavante's then current rates and may require
payment of additional license and/or maintenance fees.

8.       WARRANTIES.

         8.1.     Media. Metavante warrants that, at delivery, the media in
                  which the Programs, Maintenance Updates and Releases are
                  embodied will be free from material defects. Customer's
                  exclusive remedy under this warranty shall be to require
                  Metavante to replace the media. Metavante shall have no
                  obligation to replace any defective media which is not
                  returned to Metavante within ten (10) days of receipt by
                  Customer or which has failed because of accident or abuse.

         8.2.     Programs. Metavante warrants the Programs against reproducible
                  Defects during the Warranty Period. Metavante makes no
                  warranty that the Programs will run uninterrupted or will be
                  error free. During the Warranty Period, Metavante's sole
                  obligation shall be to correct any Defects covered by this
                  warranty. Metavante shall have no liability or obligation
                  unless Customer notifies Metavante of any Defect and provides
                  Metavante with any information which Metavante reasonably
                  requests to identify, reproduce and correct the Defect. Notice
                  shall be given by forwarding a description of the Defect to
                  Metavante by phone, followed by a written report. Customer
                  agrees to allow Metavante the opportunity to make repeated
                  efforts over a reasonable period of time to reproduce and
                  correct any reported and reproducible Defect.

         8.3.     Infringement. Metavante shall, at its own expense, defend any
                  action brought against Customer based on a claim that
                  Customer's use of any Metavante Product under the terms of
                  this Agreement infringes a copyright, trademark or patent
                  under United States law and Metavante shall pay any final
                  judgment awarded or settlement reached, provided that Customer
                  notifies Metavante promptly in writing of the claim and
                  Metavante has an opportunity to fully defend the claim and/or
                  agrees to any settlement of such claim. Should Customer's use
                  of any Metavante Product become, or in Metavante's opinion be
                  likely to become, the subject of a claim of infringement of a
                  copyright, trademark or patent under United States law,
                  Metavante may procure for Customer the right to continue using
                  the Metavante Product as contemplated by this Agreement, or
                  replace or modify the Metavante Product to make it
                  non-infringing, at no additional charge to Customer. In the
                  event neither of the above is economically practical,
                  Metavante shall refund the unamortized portion of the license
                  fee paid by Customer for such Metavante Product, based upon a
                  five year straight line depreciation commencing as of the date
                  of this Agreement. The foregoing indemnity shall apply to
                  Custom Programs only if Metavante had actual knowledge of a
                  potential third party claim prior to commencing development of
                  the Custom Program and failed to notify Customer of such
                  knowledge. In addition, Metavante shall have no obligation for
                  any claim based upon (a) Customer's use of other than the then
                  current unaltered Release of the Program, if such infringement
                  could have been avoided by use of the then current unaltered
                  Release, or (b) the operation, combination or use of the
                  Program with equipment, data or programs not furnished by
                  Metavante, or (c) Programs modified by Customer or any third
                  party. The foregoing states the entire liability of Metavante
                  with respect to any claim of infringement by the Metavante
                  Products or any part thereof.

         8.4.     Harmful Code. Each party represents and warrants that it shall
                  take commercially reasonable actions and precautions not to
                  introduce any virus or similar code ("Virus") into the
                  Programs. Each party covenants, at its own expense, to remove
                  any Virus introduced while the infected Program was in its
                  custody and control and shall indemnify the other party for
                  all damages incurred as a result thereof. Virus shall mean
                  code embedded in the Programs whose purpose is to halt
                  effective use of the Programs on conditions triggered by an
                  event or person other than an operator.

         8.5.     Disclaimer. CUSTOMER ACKNOWLEDGES THAT IT HAS INDEPENDENTLY
                  EVALUATED THE PROGRAMS AND THE APPLICATION OF THE PROGRAMS TO
                  ITS NEEDS AND THAT, EXCEPT AS SPECIFICALLY PROVIDED HEREIN,
                  THERE ARE NO WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY,
                  INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
                  FOR A PARTICULAR PURPOSE, ARISING FROM A COURSE OF DEALING OR
                  USAGE OF TRADE, OR OTHERWISE BY LAW.

9.       MAINTENANCE. Subject to the timely and full payment of the applicable
fees, during the Initial Term and any Renewal Term Metavante will provide
maintenance services at the Primary Location for one productive copy of all of
the Standard Programs and for those Custom Programs which Metavante has agreed
to in writing to provide maintenance (collectively, "Maintained Programs").
Maintenance services shall include the following:

         9.1.     Programs. Metavante will service the Maintained Programs in
                  accordance with the then current Documentation. Metavante will
                  provide to Customer all Fixes to the Maintained Programs for
                  any reproducible Defects reported to Metavante. Fixes which
                  are applicable to all Customers are accumulated and provided
                  with the next Maintenance Update. Metavante will offer to
                  Customer, without additional charge, all Enhancements,
                  Maintenance Updates and Releases for the Maintained Programs
                  when generally available, along with applicable Documentation.

         9.2.     Delivery. All Fixes, Enhancements, Maintenance Updates and
                  Releases provided hereunder shall be delivered on magnetic
                  media by mail or in accordance with Metavante's then current
                  procedures.

         9.3.     Support. Metavante will operate a support call center during
                  Metavante's normal business hours to provide routine customer
                  support for Maintained Programs for up to five (5) hours per
                  month, per Maintained Program at no additional charge to
                  Customer; provided, however, that a Qualified Employee shall
                  initiate or participate in all such calls to Metavante's
                  support call center. Metavante reserves the right to charge
                  Customer


                                       2
<PAGE>   65

                  at Metavante's then current rates [ILLEGIBLE] customer support
                  services provided to other than a Qualified Employee.
                  Additional technical support may be requested by Customer at
                  Metavante's then current rates.

         9.4.     Installation. Metavante may from time to time issue updated
                  Releases of the Programs which may correct program and logic
                  errors, add operational improvements, and/or enhance the
                  functional capabilities. Such Releases will replace or
                  supersede any other Releases of the Programs then being used
                  by the Customer. Customer will be responsible for the
                  installation of all Releases at all Locations. Customer
                  acknowledges that its failure to install the same may
                  eventually make the Programs unusable or non-conforming to the
                  Documentation and Customer assumes all risks of such failure
                  to install. Failure by Customer to operate Programs that are
                  current to within one earlier Release or three Maintenance
                  Updates shall relieve Metavante of its obligation to provide
                  further maintenance services hereunder, but shall not relieve
                  Customer of its obligations to pay all maintenance fees due
                  hereunder.

         9.5.     Modifications. Metavante shall not be required to provide
                  maintenance to any software other than an unmodified
                  Maintained Program, if a party other than Metavante makes any
                  change, modification, or enhancement to the Maintained Program
                  or the operating environment under which the Maintained
                  Program is executed, without the express written authorization
                  of Metavante. Metavante will continue to supply maintenance
                  services to the unmodified portion of the Maintained Programs
                  so long as the operating environment conforms to the
                  specifications set forth in the Documentation. Notwithstanding
                  the foregoing, Customer shall continue to pay the full amount
                  of maintenance fees hereunder. At Customer's request,
                  Metavante may agree to provide maintenance for such
                  unauthorized changes (or for Custom Programs which are not
                  Maintained Programs) at Metavante's then current time and
                  materials rates.

         9.6.     Defects not in Programs. If, upon investigation of a reported
                  Defect, Metavante determines that the problem is not
                  attributable to a Defect in the Programs, Metavante will
                  promptly notify Customer of that fact. Metavante will, at the
                  request of Customer, continue working to correct the
                  malfunction notwithstanding that it is not a Defect. The
                  Customer agrees to pay for Metavante's efforts investigating
                  and/or resolving such a malfunction at Metavante's then
                  current rates for such services, plus reasonable and actual
                  out-of-pocket expenses incurred by Metavante. Metavante shall
                  use its best efforts to notify Customer as early as possible
                  that the reported system error is suspected to be beyond
                  Metavante's responsibility, and Customer may incur charges as
                  described above.

10.      DERIVATIVE WORKS. Customer is expressly prohibited from making, or
permitting another person or entity on Customer's behalf to make, any Derivative
Work to a Program, or any portion thereof.

11.      COOPERATION. During the Initial Term and any Renewal Term, Customer
shall assign at least one Qualified Employee for each Program licensed
hereunder, to work with Metavante. Customer shall enroll such Qualified Employee
in any additional training class recommended by Metavante in the event Metavante
reasonably determines that the Qualified Employee requires additional or
refresher training. Customer shall make available additional appropriate
personnel as Metavante may reasonably request to answer questions and provide
information concerning Customer's Location(s), operations and requirements
related to the installation, testing and maintenance of the Programs. Customer
shall have the Primary Location ready for installation, and allow Metavante
appropriate physical access to the computer systems and databases which will be
in communication with the Programs.

12.      REGULATORY COMPLIANCE. Customer is solely responsible for monitoring
and interpreting all federal and state laws, rules and regulations pertaining to
Customer's business (the "Legal Requirements"). Customer is responsible for
selecting the processing parameter settings, features and options within the
Programs that will apply to Customer and for determining that such selections
are consistent with the Legal Requirements and with the terms and conditions of
any agreements between Customer and its clients. In making such determinations,
Customer may rely upon the written descriptions of such settings, features, and
options contained in the Documentation. As part of the maintenance services
provided hereunder, Metavante shall maintain the features and functions set
forth in the Documentation for each of the Standard Programs in accordance with
all changes in federal laws and regulations applicable to such features and
functions, in a non-custom environment. The foregoing sets forth Metavante's
entire obligation with regard to compliance of the Programs with any Legal
Requirements.

13.      TERMINATION. This Agreement may be terminated only as set forth in this
Article 13. Customer understands and agrees that except for termination by
Customer under Section 13.2, Customer's obligation to pay the license fees and
the annual maintenance fees for the Initial Term is unconditional and is due and
payable to Metavante regardless of termination of this Agreement or the license
granted herein to the other party.

         13.1.    Maintenance. Either party may terminate maintenance services
                  at the end of the Initial Term or any Renewal Term by giving
                  at least ninety (90) days' prior written notice of termination
                  to the other party. Metavante may terminate maintenance
                  services for any Program upon at least six (6) months prior
                  written notice to Customer in the event Metavante ceases to
                  provide maintenance services on such Program to its Customers
                  generally.

         13.2.    Default. If either party breaches any of its material
                  obligations under this Agreement and fails to cure such breach
                  within thirty (30) days following receipt of a notice of
                  default from the other party, the non-defaulting party may
                  terminate this Agreement, including the license granted
                  herein, effective as of a date specified in the notice of
                  default.

         13.3.    Other Conditions. A party may immediately terminate this
                  Agreement in its entirety, including the license granted
                  herein, upon written notice to the other party in the event
                  the other party (a) has failed to establish reasonable
                  procedures for protecting such party's Confidential
                  Information; (b) has intentionally disclosed such party's
                  Confidential Information, without prior consent of the
                  disclosing party; (c) makes a general assignment for the
                  benefit of creditors; applies for the appointment of a
                  trustee, liquidator; or receiver for its business or
                  property, or one is assigned involuntarily; (d) is subject to
                  a proceeding for bankruptcy, receivership, insolvency,
                  dissolution or liquidation; or (e) is adjudicated insolvent or
                  bankrupt.

         13.4.    Continuing Obligations. Termination of this Agreement shall
                  not relieve either party from any obligations accrued through
                  the date of termination. In addition, the terms and conditions
                  set forth in this Agreement which by their nature would
                  continue beyond termination of this Agreement, including the
                  provision with respect to Confidentiality, shall survive the
                  termination of this Agreement. Within thirty (30) days of
                  termination of the license granted herein, Customer will
                  either certify as to the destruction of the Metavante
                  Products, including all copies thereof, or will return to
                  Metavante the Metavante Products and all copies thereof.

14.      RIGHTS AND REMEDIES.

         14.1.    Customer's Remedies. Metavante and Customer acknowledge that
                  Customer may be entitled to damages or rescission arising from
                  a failure by


                                       3
<PAGE>   66

                  Metavante to perform its obligations and both parties agree
                  that in all such circumstances Customer's remedies and
                  Metavante's liabilities will be limited to those set forth in
                  this Agreement. These limitations will survive termination of
                  this Agreement notwithstanding Customer's election to rescind
                  or otherwise be discharged from this Agreement. For a breach
                  of a material obligation of Metavante under this Agreement,
                  Metavante's sole obligation shall be to remedy the breach. In
                  the event that Metavante fails to remedy the breach within
                  thirty (30) days after receipt of notice of the breach,
                  Customer may recover damages from Metavante, subject to the
                  limitations set forth in this Agreement.

         14.2.    Limitation of Liability. Metavante'S TOTAL LIABILITY UNDER
                  THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF THE LICENSE
                  FEE(S) PAID BY CUSTOMER TO METAVANTE UNDER THIS AGREEMENT.
                  UNDER NO CIRCUMSTANCES SHALL METAVANTE BE LIABLE FOR SPECIAL,
                  INCIDENTAL, CONSEQUENTIAL OR TORT DAMAGES, INCLUDING LOSS OF
                  PROFITS OR GOODWILL, WHETHER OR NOT METAVANTE HAS BEEN ADVISED
                  OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

         14.3.    Third Party Claims. Customer agrees to defend, indemnify and
                  hold Metavante harmless from any damages, costs, liabilities,
                  expenses (including attorneys' fees), awards and judgments
                  arising out of any claim or action relating to Customer's use
                  of the Metavante Products; provided Metavante promptly
                  notifies Customer of any such claims and Customer is provided
                  an opportunity to fully participate in the defense or
                  settlement of any such claims. Such indemnification shall not
                  apply to personal injury or property damage to the extent
                  caused by the negligence of Metavante or to Metavante's
                  obligations with respect to its warranty against infringement.
                  Customer agrees that Metavante shall have no duty of indemnity
                  or contribution for a third party claim arising from the use
                  of the Metavante Products or Metavante's performance of any
                  services hereunder.

15.      CONFIDENTIALITY OBLIGATIONS. Each party agrees that (a) during the
course of its performance of this Agreement it may learn certain information
concerning the other party's Confidential Information; (b) the Confidential
Information of the other shall remain the property of the other, and that such
Confidential Information is made available on a limited use basis solely in
connection with this Agreement; (c) it will advise its employees to whom the
Confidential Information is disclosed of their obligations under this Agreement;
(d) it will not sell, disclose or otherwise make available any such Confidential
Information, in whole or in part, to any third party without the prior written
consent of the other party; and (e) it will utilize the same degree of care it
utilizes for its own Confidential Information, but in no case less than a
reasonable degree of care, to prevent disclosure of the other party's
Confidential Information to any unauthorized person or entity. Upon termination
of this Agreement all copies of Confidential Information shall be returned. Any
copies of the Programs made by or on behalf of Customer shall contain the labels
and notices specified on Exhibit C hereto. The restrictions under this section
shall not apply to information which: (i) is or becomes publicly known through
no wrongful act of the party receiving the Confidential Information; or (ii)
becomes known to a party without confidential or proprietary restriction from a
source other than the disclosing party; or (iii) a party can show by written
records that such information or data was independently developed or was in its
possession prior to disclosure by the other party. In the event a party is
legally compelled to disclose the Confidential Information it will be entitled
to do so provided it gives the other party prompt notice and assists the other
party, at the other party's expense, in pursuing a protective order.

16.      MISCELLANEOUS.

         16.1.    Notices. Except as otherwise specified in the Agreement, all
                  notices, requests, approvals, consents and other
                  communications required or permitted under this Agreement
                  shall be in writing and shall be personally delivered or sent
                  by (i) first class U.S. mail, registered or certified, return
                  receipt requested, postage pre-paid; or (ii) nationally
                  recognized overnight courier service to the address specified
                  on the signature page below. Notices shall be deemed given on
                  the day actually received by the party to whom the notice is
                  addressed.

         16.2.    Assignment. This Agreement may not be assigned by either
                  party, by operation of law or otherwise, without the prior
                  written consent of the other party, which consent shall not be
                  unreasonably withheld; provided that Metavante may freely
                  assign this Agreement (a) in connection with a merger,
                  corporate reorganization or sale of all or substantially all
                  of its assets, stock or securities, or (b) to any entity which
                  is a successor to the assets or the business of Metavante
                  Corporation. Except as expressly set forth in this Section
                  17.2, any transfer of this Agreement by liquidation or
                  otherwise by operation of law or pursuant to a Change in
                  Control of Customer shall constitute an assignment for the
                  purpose of this Agreement and shall require the written
                  consent of the other party. Any changes in use of the license
                  granted herein may, in Metavante's sole discretion, result in
                  an adjustment in the license and/or maintenance fees due
                  hereunder.

         16.3.    Force Majeure. Notwithstanding any provision contained in this
                  Agreement, neither party shall be liable to the other to the
                  extent fulfillment or performance if any terms or provisions
                  of this Agreement is delayed or prevented by any causes not
                  within its control, and which by the exercise of reasonable
                  diligence it is unable to prevent. This clause shall not apply
                  to the payment of any sums due under this Agreement by either
                  party to the other.

         16.4.    Waiver. No delay or omission by either party to exercise any
                  right or power it has under this Agreement shall impair or be
                  construed as a waiver of such right or power. A waiver by any
                  party of any breach or covenant shall not be construed to be a
                  waiver of any succeeding breach or any other covenant. All
                  waivers must be in writing and signed by the party waiving its
                  rights.

         16.5.    Governing Law. This Agreement shall be governed by the
                  internal laws of the State of Wisconsin, without regard to its
                  conflicts of law provisions.

         16.6.    Export Restriction. Regardless of any disclosure made by
                  Customer to Metavante of an ultimate destination of any
                  Metavante Products, Customer will not export and/or re-export
                  either directly or indirectly any Metavante Products without
                  first obtaining, at the Customer's expense, a license from the
                  United States government, as required.

         16.7.    Restricted Rights. The Metavante Products are provided with
                  RESTRICTED RIGHTS. Use, duplication, or disclosure by the
                  Government is subject to restrictions as set forth 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 Metavante Corporation, 4900 West Brown Deer
                  Road, Brown Deer, WI 53223-0528.

         16.8.    Taxes. Any taxes based upon this Agreement or the services or
                  products provided, except upon net income of Metavante, shall
                  be paid by Customer. Metavante shall be entitled to receive
                  100% of payments due to it hereunder. In the event any taxing
                  authority withholds or intercepts any amount due to Metavante
                  hereunder, Customer shall pay to Metavante on demand the full
                  amount of such withholding or intercepted payment.


                                       4
<PAGE>   67

         16.9.    Payments. Unless specified otherwise, all amounts are due when
                  the service has been completed, or the Metavante Product has
                  been delivered. All Metavante Products are shipped FOB
                  Metavante's facility in Brown Deer, Wisconsin. Annual or
                  monthly fees will be invoiced and paid in advance. Amounts
                  outstanding after the due date are subject to an interest
                  charge to date of payment of the lesser of 18% per annum or
                  the highest legally allowable rate. Metavante may adjust its
                  maintenance fees annually, effective January 1, upon at least
                  sixty (60) days prior written notice; provided that no such
                  increase, except with respect to rates for professional
                  services, shall exceed 10%.

         16.10.   Other Matters. Neither party shall solicit the employees of
                  the other party during the term of this Agreement, for any
                  reason. If any provision of the Agreement shall be held to be
                  invalid, illegal or unenforceable, the validity, legality or
                  enforceability of the remainder shall not in any way be
                  affected. Each party shall upon request provide such further
                  assurances and undertake such further acts or things as may be
                  reasonably necessary or appropriate to effectuate the terms of
                  this Agreement. Neither party shall be deemed the agent,
                  partner, or co-venturer of the other by reason of this
                  Agreement or Customer's use of the Metavante Products. Unless
                  explicitly stated otherwise, for any event which calls for
                  either party to exercise its judgment, give its consent or
                  perform an obligation, a standard of reasonableness shall
                  apply. Both parties are deemed to have contributed equally to
                  the drafting of this Agreement.

         16.11.   Entire Agreement. All exhibits and schedules attached hereto
                  are incorporated herein by reference. This Agreement,
                  together with the exhibits and schedules hereto, constitutes
                  the entire agreement between Metavante and the Customer with
                  respect to the subject matter hereof. There are no
                  restrictions, promises, warranties, covenants or undertakings
                  other than those expressly set forth herein and therein. This
                  Agreement supersedes all prior negotiations, agreements, and
                  undertakings between the parties with respect to such matter.
                  Any modifications or additions to this Agreement, the
                  Metavante Products, or services requested by Customer and
                  agreed to by Metavante will be documented in writing signed by
                  both parties and will be governed by this Agreement, unless
                  otherwise specifically agreed.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
their names as of the date first above written.

<TABLE>
<S>                                                  <C>
METAVANTE CORPORATION                                TEAM FINANCIAL, INC. ("Customer")
4900 West Brown Deer Road                            8 West Peoria, Suite 200
Milwaukee WI 53223-2459                              P.O. Box 402
                                                     Paola KS 66071

By:    /s/ Owen J. Sullivan                          By:    /s/ Robert J. Weatherbie
       -----------------------------------------            --------------------------
Name:  Owen J. Sullivan                              Name:  Robert J. Weatherbie
                                                            --------------------------
Title: President, Financial Services Group           Title: Chairman and CEO
                                                            --------------------------

By:    /s/ Linda Fischer                             By:
       -----------------------------------------            --------------------------
Name:  Linda Fischer                                 Name:
                                                            --------------------------
Title: Senior Vice President and General Manager--   Title:
       Customer Relationship Division                       --------------------------
</TABLE>


                      [APPROVED AS TO FORM BY LEGAL STAMP]


                                       5

<PAGE>   68

                              LIST OF ATTACHMENTS

Schedule A                                    Definitions

Exhibit A                                     License Fees

Exhibit B                                     Professional Services

Exhibit C                                     Notice and Labels

Exhibit D                                     Affiliates


                                       6
<PAGE>   69

                                                                      SCHEDULE A

                                  DEFINITIONS

1.       "Acceptance" shall mean the process set forth in Section 6 of the
         Agreement.

2.       "Affiliate" shall mean, with respect to a party, any entity at any time
         Controlling, Controlled by or under common Control with, such party.
         Exhibit D attached hereto identifies those Affiliates of Customer for
         whom Metavante shall provide Services under this Agreement, as of the
         Effective Date.

3.       "Change in Control" shall mean any event or series of events by which
         (i) any person or entity or group of persons or entities shall acquire
         Control of another person or entity or (ii) in the case of a
         corporation, during any period of 12 consecutive months commencing
         before or after the date hereof, individuals who at the beginning of
         such 12-month period were directors of such corporation shall cease for
         any reason to constitute a majority of the board of directors of such
         corporation.

4.       "Confidential Information" shall mean (i) a party's proprietary or
         confidential information which is designated in writing as such or that
         by nature of the circumstances surrounding the disclosure ought in good
         faith to be treated as proprietary or confidential, and (ii) all
         Metavante Products, including all trade secrets contained therein.

5.       "Control" shall mean the direct or indirect ownership of over 50% of
         the capital stock (or other ownership interest if not a corporation) of
         any entity, or the possession, directly or indirectly, of the power to
         direct the management and policies of such entity, by ownership of
         voting securities, by contract or otherwise. "Controlling" shall mean
         having Control of any entity, and "Controlled" shall mean being the
         subject of Control by another entity.

6.       "Custom Programs" shall mean any code developed by Metavante at
         Customer's request and paid for by Customer, and includes modifications
         to Programs.

7.       "Defect" shall mean a failure of the Programs to perform in substantial
         conformance with its then current Documentation, when properly used
         within the specified operating environment.

8.       "Derivative Work" shall mean any work by Customer which is a
         modification of a Program or creation of a new program which uses,
         directly or indirectly, any ideas, concepts, know-how or techniques
         disclosed in the Program, and includes all written material including
         code, listings and other programming documentation relating to the
         Program. A Derivative Work does not include a work which merely
         interfaces with a Program.

9.       "Documentation" shall mean those manuals provided to Customer for the
         Program, as amended from time to time by Metavante.

10.      "Enhancement" shall mean a minor operational, quality or functional
         improvement to a Standard Program made available to Customer pursuant
         to the maintenance services provided hereunder, as long as Customer
         subscribes to such maintenance services.

11.      "Fix" shall mean a correction to a Program developed on an as-needed
         basis to address a reproducible Defect. A Fix may include a temporary
         by-pass or a permanent change in the Program to correct or lessen the
         impact of such Defect.

12.      "Include" and "Including" shall mean "includes without limitation" and
         "including without limitation" as applicable.

13.      "Location" shall mean each facility owned or leased by Customer where
         the Programs will be executed.

14.      "Metavante Products" shall mean all Programs and Documentation provided
         under this Agreement.

15.      "Maintained Program" shall mean the unmodified version of any software
         program then being generally offered for license by Metavante, and
         shall include Fixes, Enhancements and Upgrades thereto.

16.      "Maintenance Update" shall mean a Fix or collection of Fixes and/or
         minor Enhancements contained in media delivered to Customer.

17.      "Option" shall mean a new feature or function to the Program which
         Metavante markets as a separately priced option. Metavante will make
         all such options available to Customer at Metavante's published price
         so long as Customer is subscribing for maintenance services, but such
         options are not included as part of Metavante's maintenance and support
         obligations.

18.      "Primary Location" shall mean a single Location, designated by
         Customer, to receive delivery of Programs and related Fixes,
         Maintenance Updates and Releases. The Primary Location is specified on
         Exhibit A.

19.      "Programs" shall mean the Metavante software programs specified on
         Exhibit A. Exhibit A may be modified from time to time by mutual
         agreement of Metavante and Customer to include additional Metavante
         software programs licensed hereunder. Programs include Standard
         Programs and Custom Programs.

20.      "Qualified Employee" shall mean an employee of Customer assigned to
         work with Metavante pursuant to Section 12 of the Agreement, who has
         attended the applicable Metavante training classes.

21.      "Release" shall mean a collection of Maintenance Updates delivered to
         Customer.

22.      "Standard Program" shall mean the unmodified version of any software
         program then being generally offered for license by Metavante, and
         includes Fixes, Enhancements and Upgrades thereto.

23.      "Upgrade" shall mean a substantial operational, quality or functional
         improvement to a Standard Program. Upgrades are made available at
         Metavante's then current rates and are not included or offered as a
         part of the maintenance services provided hereunder.

24.      "Warranty Period" shall mean a period of ninety (90) days following
         Acceptance.


                                       7
<PAGE>   70

                                    EXHIBIT A
                                  LICENSE FEES

Customer Name:    Team Financial, Inc.
Address:          8 West Peoria, Suite 200
                  P.O. Box 402
                  Paola, KS 66071

PROGRAM DESCRIPTION AND NUMBER OF LICENSED LOCATIONS

BankerInsight -   Unlimited use of BankerInsight, in object code only, at 31
                  current individual Salespartner Worksations, to be defined by
                  Customer.

                  Unlimited use of BankerInsight, in object code only, at 8 new
                  individual Workstations, to be defined by Customer.

LICENSE FEES FOR ADDITIONAL LOCATIONS:
BankerInsight     $15,000 per Site License Location
                  $3,200 per Individual Workstation License.

CUSTOMER'S PRIMARY LOCATION:

                  Team Financial, Inc.
                  1 South Pearl
                  Paola, KS 66071

USER DOCUMENTATION:
BankerInsight Administration Guide - 1 copy
BankerInsight Master Software Guide - 1 copy
BankerInsight Installation Guide - 1 copy

<TABLE>
<S>                                                                                      <C>
TRAINING (INCLUDES 2 SEATS AT EACH CLASS):                                                 $7,800.00

o        BankerInsight Administration Training

o        BankerInsight Conversion Planning

o        BankerInsight Technical Training

o        BankerInsight Bank Control Training

o        BankerInsight Trainer's Toolkit

FEES:
BankerInsight Unlimited Workstation License (31 Upgrade Workstations @ $750)              $23,250.00
BankerInsight Unlimited Workstation License (8 New Workstations @ $3,200)                 $25,600.00
Sales Tax 7.15(6.9%)*                                                                      $3,492.78
BankerInsight Tutorial - 13 Locations @ $500                                               $6,500.00
BankerInsight Deposit Product Authoring and Conversion Services (900 Hours @ $150/hr.)   $135,000.00
                                                                                         -----------
                TOTAL                                                                    $201,642.78
</TABLE>

All Fees, including sales tax, due upon execution of this Agreement.

BANKERINSIGHT MAINTENANCE FEE:

$42 per month authorized to access BankerInsight Individual Workstation
Software.
$250 per month per Location authorized to access BankerInsight Site License
Software.

(*This amount is an estimate only and may be adjusted depending upon the sales
tax rate in effect as of the date of this Agreement or if other products and
services become subject to taxation. All such taxes are Customer's
responsibility.)


                                       8
<PAGE>   71

                                    EXHIBIT B
                             PROFESSIONAL SERVICES

1.       Standard Training Services.

         1.1.     BankerInsight: Metavante Corporation will provide Customer
                  with a two-day conversion planning session for a maximum of
                  two (2) employees. Metavante Corporation shall also provide a
                  five-day class for a maximum of two (2) employees of Customer
                  to familiarize Customer's employees with the BankerInsight
                  maintenance functions. The standard training services will be
                  held at a Metavante Corporation location.

2.       Customization, Custom Training and Conversion Services

         2.1.     PCTeller:

                  2.1.1.   Customization Services. Metavante Corporation shall
                           provide a two day teller analysis session to
                           determine teller transaction requirements. Metavante
                           Corporation will also provide initial services to
                           customize PCTeller to support transactions and
                           associated forms and provide a one day customer
                           software checkpoint session. The requirements for the
                           customization will be defined and agreed to by the
                           customer and Metavante Corporation. The sessions
                           shall be held at the Customer's Primary Location at
                           dates and times mutually agreed to by Customer and
                           Metavante Corporation.

                  2.1.2.   Custom Training Services. PCTeller: Metavante
                           Corporation shall provide a two day system's training
                           class for up to six (6) of the customer's primary
                           trainers, at Customer's Location, to familiarize the
                           Customer's trainers with the features and functions
                           of the PCTeller software.

                  2.1.3.   Conversion Services. Metavante Corporation personnel
                           shall be on-site for a three day Readiness Review
                           session. Metavante Corporation personnel will also be
                           onsite for five days at the time of Conversion to the
                           PCTeller software.

         2.2.     BankerInsight: Metavante Corporation shall provide Customer
                  Customization, Custom Training and Conversion Services for
                  BankerInsight, up to the hours listed on Exhibit A. All
                  project hours exceeding the stated hours shall be considered
                  Additional Services. Fees for such Additional Services shall
                  be billed to Customer as provided for in this Agreement.

                  2.2.1.   Customization Services. Metavante Corporation shall
                           provide an analysis session to determine product and
                           form completion requirements. Metavante Corporation
                           will also provide initial services to customize
                           BankerInsight to support Deposit forms, products and
                           upload requirements and a customer software test
                           session. The requirements for the customization and
                           for the duration of these sessions will be defined
                           and agreed to by Customer and Metavante Corporation
                           within the scope of the hour estimate defined on
                           Exhibit A. The sessions shall be held at the
                           Customer's Primary Location at dates and times
                           mutually agreed to by Customer and Metavante
                           Corporation. Custom Stock Forms customization
                           services will be negotiated outside the estimate
                           defined in Exhibit A. Custom Stock Forms are defined
                           as any stock form provided by the forms supplier that
                           the bank requests changes or additions to.

                  2.2.2.   Custom Training Services. Metavante Corporation shall
                           provide a system's training class for up to six (6)
                           of the Customer's primary trainers, at Customer's
                           Location, to familiarize the Customer's trainers with
                           the run-time features and functions of the
                           BankerInsight Software. The duration of the class
                           will be defined and mutually agreed to by Metavante
                           Corporation and the customer.

                  2.2.3.   Conversion Services. Metavante Corporation personnel
                           shall be on-site at the time of Conversion to the
                           BankerInsight software, The duration of the support
                           will be defined and mutually agreed to by Metavante
                           Corporation and the customer.

3.       Implementation Services: Customer does not request Implementation
         Services at this time.


                                       9
<PAGE>   72

                                    EXHIBIT C
                               NOTICES AND LABELS

Customer shall prepare labels containing the following information and affix a
label to each diskette copy of the PCTeller/Bankerlnsight Software reproduced by
the Customer:

1.       PCTeller/Bankerlnsight Software.

2.       Diskette ___ of ___.

3.       Licensed material - property of and copyrighted by Metavante
         Corporation.

4.       This copy was made under Metavante's Software License and Maintenance
         Agreement dated ______________ and may be used only at the Location(s)
         listed in that Agreement. It may not be transferred to a third party.


                                       10
<PAGE>   73

                                    EXHIBIT D
                                   AFFILIATES

                                    Team Bank
                                Iola Bank & Trust


                                       11
<PAGE>   74

                                                                [METAVANTE LOGO]

--------------------------------------------------------------------------------
                        PROFESSIONAL SERVICES AGREEMENT

         This Agreement is entered into this 27th day of March 2001, by and
between Metavante Corporation, a Wisconsin corporation ("Metavante") and Team
Financial, Inc. ("Customer").

         In consideration of the mutual covenants described herein and other
good and valuable consideration, the receipt and sufficiency of which are
expressly acknowledged, the parties agree as follows:

         1. SERVICES. Metavante agrees to provide to Customer the consulting and
professional services described on the Statement of Work ("SOW") attached to
this Agreement. The exact description of the specific services to be rendered by
Metavante from time to time shall be as specified on the SOWs, as defined below.
The SOWs shall incorporate, and shall be specifically bound by, the terms and
conditions of this Agreement.

         2. STATEMENT OF WORK. The SOW will be generated by Metavante and shall
detail the specific services to be supplied by Metavante for any given
transaction. Each SOW shall be in the form of a mutually executed letter
agreement substantially in the form of EXHIBIT A attached hereto. Each SOW shall
contain a detailed explanation of the project, the service to be performed,
deliverable specifications, personnel requirements and any additional pertinent
information. Customer shall be deemed to have accepted the deliverable upon
demonstration by Metavante that the deliverable performs in substantial
compliance with the specifications set forth in the applicable SOW.

         3. TERM. This Agreement shall remain in full force and effect unless
terminated by either party upon at least thirty (30) days prior written notice
to the other party; provided, however, that all work in progress and any SOWs
executed by both parties for which work has not commenced shall be completed by
Metavante unless otherwise agreed to by both parties. Notwithstanding the
foregoing, either party may terminate this Agreement following a material breach
by the other party that remains uncured after ten (10) days' written notice from
the non-defaulting party.

         4. FEES AND PAYMENT.

                  4.1 Customer agrees to pay Metavante for services provided and
expenses incurred on the basis and at the rate specified in each SOW.
Payment shall be due within thirty (30) days after the date of Metavante's
invoice. If Customer fails to make timely payment, Metavante shall have the
right to cease all work on such SOW, without terminating the Agreement, until
Metavante has received all past due payments.

                  4.2 DISPUTED AMOUNTS. If Customer disputes any charge or
amount on any invoice and such dispute cannot be resolved promptly through good
faith discussions between the parties. Customer shall pay the amounts due under
this Agreement less the disputed amount, and the parties shall diligently
proceed to resolve such disputed amount. An amount will be considered disputed
in good faith if (i) Customer delivers a written statement to Metavante on or
before the due date of the invoice, describing in detail the basis of the
dispute and the amount being withheld by Customer, (ii) such written statement
represents that the amount in dispute has been determined after due
investigation of the facts and that such disputed amount has been determined in
good faith, and (iii) all other amounts due from Customer that are not in
dispute have been paid in accordance with the terms of this Agreement.

                  4.3 TERMS OF PAYMENT. Metavante shall present Customer with an
invoice for all recurring fees and for all one-time fees in the month following
the month in which such services are performed, no later than the twenty-fifth
(25th) day of each calendar month. Customer shall pay the amount of such invoice
within thirty (30) days after the date of Metavante's invoice. Customer shall
also pay any collection fees and damages incurred by Metavante in collecting
payment of the charges and any other amounts for which Customer is liable under
the terms and conditions of this Agreement.

         5. INDEPENDENT CONTRACTOR. Metavante and Customer are independent
contractors. Neither party or any of its employees, agents or contractors shall
be deemed for any purpose to be an employee or agent or contractor of the other
party. Each party shall at all times act independently and at no time shall
either party make any commitment or incur any charges or expenses for or on
behalf of the other party, except in accordance with the terms of this
Agreement.

         6. EMPLOYEES. Metavante and Customer acknowledge that each other's
employees possess talents that are in great demand and that each party has
incurred substantial expense in recruiting and training such employees and would
incur even greater expense if required to replace any such employee. Therefore,
if either party employs, without consent of the other party, a present or former
employee of the other party whose termination date occurred within twelve (12)
months of the date of this Agreement, the hiring party agrees to reimburse the
other party an amount equal to one year's salary of the hired employee.

         7. TAXES. Customer shall be solely and exclusively responsible for the
payment of required federal, state and local taxes arising from or relating to
the services rendered hereunder, except for taxes related to the net income of
Metavante and any taxes or obligations imposed upon Metavante under federal,
state and local wage laws. Notwithstanding the foregoing, if Metavante is
required to keep an employee on assignment


                                       1
<PAGE>   75

at Customer's location for twelve (12) consecutive months or more, Customer
shall reimburse Metavante for the estimated costs associated with grossing up
such employee's income to compensate for all tax consequences associated with
such twelve (12) month or more assignment.

         8. CONFIDENTIALITY AND OWNERSHIP.

                  8.1. Metavante and Customer agree to preserve the
confidentiality of any and all materials and information (collectively,
"Materials") furnished by either party in connection with this Agreement. Such
Materials shall include, without limitation, studies, fees and terms of this
Agreement, plans, reports, surveys, analyses, and/or projections. The provisions
of this Section 8.1 shall not apply to any information which: (a) is
independently developed by the receiving party, provided the receiving party can
satisfactorily demonstrate such independent development with appropriate
documentation; (b) is known to the receiving party prior to disclosure by the
disclosing party; (c) is lawfully disclosed to the receiving party by a third
party not under a separate duty of confidentiality with respect thereto to the
disclosing party; or (d) otherwise is publicly available through no fault or
breach by the receiving party.

                  8.2. Metavante and Customer intend and agree that Metavante
shall retain title and all other ownership and proprietary rights in and to any
computer code, computer programs, programming or processing procedures or
techniques, methods, ideas, concepts, or know-how ("Metavante Proprietary
Information") developed by Metavante in connection with its performance of
services to Customer under this Agreement. Such ownership and proprietary rights
shall include, without limitation, any and all rights in and to patents,
trademarks, copyrights, and trade secret rights. Metavante and Customer agree
that Metavante Proprietary Information is NOT "work for hire" within the meaning
of U.S. Copyright Act 17 U.S.C. Section 101.

         9. DISCLAIMER OF WARRANTY; LIMITATION ON LIABILITY.

                  9.1. Metavante warrants that all Services provided to Customer
herein shall be performed in a workmanlike manner by qualified, trained
personnel. METAVANTE MAKES NO OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT
TO THE SERVICES PROVIDED UNDER THIS AGREEMENT. METAVANTE HEREBY EXPRESSLY
DISCLAIMS THE EXISTENCE OF ANY OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

                  9.2. Metavante's total liability under this Agreement, whether
arising out of or relating to the services provided by it pursuant to the same,
shall not exceed the total amount of the fees paid by Customer for the relevant
SOW. This limitation of liability shall apply regardless of the cause or form of
action, including without limitation, claims under breach of contract or tort.
Under no circumstances shall either party be liable to the other party for lost
profits or business opportunities, or any other special, indirect,
consequential, punitive or incidental damages arising out of or relating to the
first party's performance, or failures in the performance, of its obligations
hereunder.

         10. MISCELLANEOUS.

                  10.1. NOTICES. Any notices provided for in this Agreement
shall be given in writing and transmitted by personal delivery of prepaid
first-class U.S. mail or by facsimile, addressed as follows:

        Metavante:
                         Metavante Corporation
                         4900 West Brown Deer Road
                         Milwaukee, WI 53223
                         Attention: Norrie J. Daroga, Senior Vice President,
                         Secretary and General Counsel
                         Fax No: (414) 362-1705

        Customer:
                         Team Financial, Inc.
                         1 South Pearl
                         Paola, KS 660
                         Attention: Mark Griqwire
                         Fax No: 913-294-4406

                  10.2. ASSIGNMENT. Metavante and Customer may not assign this
Agreement, or any of their rights or obligations hereunder, without the prior
written consent of the other party, which consent shall not be unreasonably
withheld.


                                       2
<PAGE>   76

                  10.3. FORCE MAJEURE. Except for payment of sums due under this
Agreement, neither party shall be deemed to be in default of any provisions of
this Agreement or for any failure in performance, resulting from acts or events
beyond the reasonable control of such party. Moreover, Metavante shall not be
responsible for any failures or delays in its provision of Services hereunder to
the extent caused by Customer's failure to fulfill one or more of its
responsibilities as set forth in any SOW attached to this Agreement.

                  10.4. GOVERNING LAW. This Agreement shall be governed,
interpreted, construed, and enforced in accordance with the internal laws of the
State of Wisconsin, United States of America.

                  10.5. SEVERABILITY. If any provision, clause, or party, or the
application of this Agreement is held illegal or otherwise unenforceable, the
remainder of this Agreement or the application of such provision, clause, or
part under other circumstances shall remain unaffected.

                  10.6. LEGAL EXPENSES. If any legal action is brought by either
party to this Agreement against the other party regarding the subject matter
hereof, the prevailing party shall be entitled, in addition to any other rights
and remedies it may have, to reimbursement for its expenses, including court
costs and reasonable consultants', experts' and attorneys' fees.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.

METAVANTE CORPORATION                      TEAM FINANCIAL, INC.
By:    /s/ James R. Geschke                By:    /s/ Mark J. [ILLEGIBLE]
      -------------------------------            -------------------------------
Name:    James R. Geschke                  Name:    Mark J. [ILLEGIBLE]
      -------------------------------            -------------------------------
Title:   Senior Vice President             Title:   VP
      -------------------------------            -------------------------------
Date:    4/13/01                           Date:    3/27/01
      -------------------------------            -------------------------------

By:
      -------------------------------
Name:
      -------------------------------
Title:
      -------------------------------
Date:
      -------------------------------

                      [APPROVED AS TO FORM BY LEGAL STAMP]


                                       3
<PAGE>   77

                                    EXHIBIT A

                     STATEMENT OF WORK DATED MARCH 14, 2001

                                       TO

                     PROFESSIONAL SERVICES AGREEMENT BETWEEN

                              METAVANTE CORPORATION

                                       AND

                              TEAM FINANCIAL, INC.

         DESCRIPTION OF PROJECT AND SERVICES RENDERED:
         1.  Metavante to assign a PC/LAN technician to perform the services
             defined under "Metavante Deliverable Specifications".
         2.  Metavante will order the third-party components defined under
             "Equipment to be purchased by Customer from Metavante" and invoice
             Customer for the product and any applicable taxes and shipping
             costs.

         METAVANTE DELIVERABLE SPECIFICATIONS:
         A Metavante PC and LAN Services (PALS) resource will be assigned to
         perform the configuration work at Metavante.
         1.  Metavante PALS will order hardware and software components listed
             under "Equipment to be purchased by Customer from Metavante" for
             delivery to Metavante.
         2.  Metavante will initiate a conference call with Customer to define
             the new PU and LU requirements prior to requesting the gen of
             these. Tentatively, the new PU and LU definitions for the new
             communications gateway will be a total of two (2) PU's, each with
             52 'U' nodes, 200'A' nodes, and however many 'C' nodes as Customer
             may define as needed for remote printers.
         3.  Metavante will unpack the (2) communication servers, install the
             memory, video controllers, hard drives, (2) Ethernet adapters per
             server, CD-ROM to each server, and 128MB additional memory per
             server.
         4.  Metavante will install Microsoft Windows 2000 server to each of the
             (2) servers.
         5.  Metavante will configure the (2) servers for TCP/IP communications
             on one of the Ethernet adapters.
         6.  Metavante will configure the (2) servers for Microsoft 32-bit DLC
             protocol on the other Ethernet adapter (only DLC protocol on the
             2nd Ethernet adapter).
         7.  Metavante will install the latest available Microsoft Windows 2000
             service pack to each file server.
         8.  Metavante will install the same copy of the Microsoft Host
             Integration Server software to each of the (2) servers.
         9.  Metavante will configure the Host Integration Server software for
             identical configuration, each with the same two (2) new PU and LU
             definitions.
         10. Metavante will define each LU as capable of TN3270 service.
         11. Metavante will create two (2) pools of TN3270 LU's; one pool for
             tellers (TLRPOOL) containing all of the "U" node definitions, and
             one pool for all others (CRTPOOL) containining all 'A' node
             definitions. The 'C' nodes will not be defined in a pool.
         12. Metavante will test each gateway, one at a time, to ensure that PC
             stations can connect via TN3270E protocol to either or both of the
             pools.
         13. Metavante will repack all components and ship to Customer.
         14. Metavante will provide telephone technical support to Customer
             during Customer install of the two (2) gateways. Only one gateway
             is slated to be active at any one time (the other is a backup only
             gateway). Telephone support up to eight (8) hours will be provided.
             Support beyond the eight (8) hours will be at the rate of $150.00
             per hour.

         EQUIPMENT TO BE PURCHASED BY CUSTOMER FROM METAVANTE:
                           SEE ATTACHED OPTIONAL GATEWAY PLAN


                                       4
<PAGE>   78

         METAVANTE PERSONNEL:
         One (1) PC/LAN technician trained in the installation and configuration
         of Microsoft Windows 2000 Server, Microsoft Host Integration Server.

         FEES AND EXPENSES:

         Metavante will bill the Customer $6,000.00 for the configuration and
         telephone technical support services delivered as part of this
         Statement of Work. Telephone technical support beyond the first eight
         (8) hours will be invoiced at the rate of $150.00 per hour in minimum
         1/2 hour increments.

         ADDITIONAL PAYMENT TERMS:
         No additional payment terms.

         MISCELLANEOUS:
         1.  Customer will perform the installation of the communication gateway
             at Customer facility.
         2.  Customer will perform the configuration changes to each personal
             computer that will access the new communication gateway. This
             configuration will include loading the TCP/IP protocol to each
             personal computer and the configuration changes in the NetManage
             3270 emulation software to enable communications using the TN3270E
             protocol.

         EXPIRATION DATE:
         This SOW expires on April 15,2001.


METAVANTE CORPORATION                      TEAM FINANCIAL, INC.
By:    /s/ James R. Geschke                By:    /s/ Mark J. [ILLEGIBLE]
      -------------------------------            -------------------------------
Name:    James R. Geschke                  Name:    Mark J. [ILLEGIBLE]
      -------------------------------            -------------------------------
Title:   Senior Vice President             Title:   Vice President
      -------------------------------            -------------------------------
Date:    4/13/01                           Date:    3/27/01
      -------------------------------            -------------------------------


                                       5
<PAGE>   79

                             OPTIONAL GATEWAY PLAN

<TABLE>
<CAPTION>
PART#         DESCRIPTION                                               QTY             UNIT    EXTENDED
-----         -----------                                               ---             ----    --------

<S>                                                                      <C>     <C>           <C>
P2458A        HP Netserver E800 - Intel Pentium III 866Mhz, 128MB        2         $1,700.00    $3,400.00
              memory, 10/100 ethernet 9.1 GB hard drive, 40X CD-
              ROM, HP standard 3 year next business day on-site
              warranty
D5013B        HP 10/100 PCI Ethernet adapter                             2            $76.00      $152.00
D8265A        HP 128MB memory for E800 server                            2           $227.00      $454.00
C11-00016     Microsoft Windows 2000 Server with 5 client licenses.      1           $894.00      $894.00
MS660-00002   Microsoft Host Integration Server - single CPU license.    1         $2,276.00    $2,276.00
CONFIG        Metavante Configuration of both servers as identical to    1         $6,000.00    $6,000.00
              each other, with testing of Host Integration
              Server software prior to shipping, and up to 8
              hours telephone support.
                                                                                 TOTAL:        $13,176.00
</TABLE>

Notes:
1. Prices do not include shipping or taxes.
2. Each server to have 1 hard drive, 2 ethernet adapters, 1 CD-ROM, 1 CPU.
3. The backup server will use the same Windows 2000 software and Host
Integration Server software as the backup server will be defined as a backup
media for the software thereby adhering to Microsoft licensing policy.
4. The above gateway cannot support NetManage DOS based 3270 emulators. Only the
products Dynacomm Elite (3270 for Windows version 3.11) or NetManage
NS/Eliteplus 3270 for Windows '95/98 are valid from the NetManage (formerly
known as NetSoft) product line.

<PAGE>   80

                                                                [Metavante Logo]

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

                          AMENDMENT TO MASTER AGREEMENT

         This Amendment to the Master Agreement dated March 1, 2001 (the
"Agreement") is made as of the 1 day of April 2001, by and between the
undersigned parties, and does hereby alter, amend, and modify the Agreement and
supersedes and takes precedence over any conflicting provisions contained in the
Agreement.

         Upon the terms and subject to the conditions set forth in this
Amendment and intending to be legally bound, the parties hereto agree as
follows:

         Metavante shall provide to Customer and Customer shall receive from
Metavante, all upon the terms and conditions set forth in this Amendment, the
Services specified in this Amendment. Metavante may provide to Customer and
Customer may receive additional services hereunder upon mutual agreement and by
completion of a New Services Schedule via an additional Amendment. This
Amendment includes the Schedules marked with an "X" below, which contain
additional terms and conditions relating to the applicable Service including
applicable fees and charges.

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

                                    SCHEDULES

<TABLE>
<S>                                             <C>
FINANCIAL TECHNOLOGY SOLUTIONS                  E-FINANCE SOLUTIONS
/ / A  Customer Relationship Management (CRM)   / / F  Electronic Bill Presentment
/ / B  Electronic Funds Delivery                / / G  Electronic Bill Payment
/ / C  Financial Accounts Processing            / / H  Online Business/Consumer Banking
/X/ D  Wealth Management Processing
/ / E  Business Process Outsourcing             MISCELLANEOUS
                                                / / I  Automated Clearing House (ACH)
                                                / / J  Termination Fee
                                                / / K  Network Design
                                                / / L  Other:__________________________
</TABLE>

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

         Any Services requested by Customer which are not specifically priced as
of the date of this Amendment shall be considered New Services, and will be
charged according to Metavante's then current prices.

         Except as expressly modified herein, all other terms and conditions
contained in the Agreement remain in full force and effect.

         The general terms and conditions and all exhibits attached hereto are
incorporated herein and deemed part of this Agreement.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on their behalf as of the date first above written.

<TABLE>
<S>                                                <C>
METAVANTE CORPORATION                              TEAM FINANCIAL, INC,
("Metavante")                                      ("Customer")
By:    /s/ Owen J. Sullivan                        By:    /s/ Robert J. Weatherbie
Name:  Owen J. Sullivan                            Name:  Robert J. Weatherbie
Title: President, Client Development and Services  Title: CEO

By:    /s/ Norrie J. Daroga                        By:    _________________________
Name:  Norrie J. Daroga                            Name:  _________________________
Title: Senior Vice President, General Manager      Title: _________________________
       Wealth Management
</TABLE>

                      [APPROVED AS TO FORM BY LEGAL STAMP]


                                       1

<PAGE>   81

                                                 SCHEDULE D TO MASTER AGREEMENT

                      WEALTH MANAGEMENT TECHNOLOGY SERVICES

The following terms and conditions shall govern the provision of Wealth
Management Technology Services by Metavante to Customer.

1 . DEFINITIONS.

     A. "Account Representative" shall have the meaning set forth in Section 7.1
below.

     B. "Conversion" shall mean (i) the transfer of Customer's data processing
and other information technology services to Metavante's systems; (ii)
completion of upgrades, enhancements and software modifications as set forth in
this Agreement; and (iii) completion of all interfaces set forth in this
Agreement and full integration thereof such that Customer is able to receive the
Initial Services in a live operating environment.

     C. "Conversion Date" shall mean the date on which Conversion for Customer
or a particular Affiliate has been completed.

     D. "Conversion Period" shall mean that portion of the Term beginning on the
Effective Date and ending on the Conversion Date.

     E. "Customer Account" shall mean each account where Customer is acting as a
trustee of a trust or executor/administrator of an estate either alone or with
some other person(s) or entity(ies) as co-fiduciaries, or in any other fiduciary
or agency capacity, including custody, investment management, financial services
escrow, living and testamentary trust, probate estates, and exchange trusts, as
such terms are customarily used within the trust industry.

     F. "Federal Regulator" shall mean the Chief Examiner of the Federal Home
Loan Bank Board, the Office of Thrift Supervision, the Office of the Comptroller
of the Currency, the Federal Deposit Insurance Corporation, the Federal Reserve
Board, or their successors, as applicable.

     G. "Operations Center" shall mean the datacenter used primarily by
Metavante to provide the Wealth Management Technology Services under this
Agreement.

     H. "Special Services" shall have the meaning as set forth in Section 2.3
below.

     I. "Termination Assistance" shall have the meaning set forth in Section 6.1
below.

     J. "User Manuals" shall mean the documentation provided by Metavante to
Customer which describes the features and functionalities of the Services, as
modified and updated by the customer bulletins distributed by Metavante from
time to time.

2. WEALTH MANAGEMENT TECHNOLOGY SERVICES

     2.1. SERVICES. Metavante agrees to provide Customer with the Wealth
Management Technology Services set forth on attached EXHIBIT D1 in accordance
with the applicable User Manuals.

     2.2. SOFTWARE LICENSE. Subject to the terms and conditions of this
Agreement, Metavante grants Customer a perpetual, non-exclusive,
non-transferable license to use the Metavante Products set forth in EXHIBIT D3
attached hereto solely for the Eligible Parties' own internal processing and
computing needs to provide wealth management services to the Eligible Parties'
customers, and for no other purpose.

     2.3. SPECIAL SERVICES. In the event Special Services are required,
Metavante may impose additional fees for such services. For purposes of this
Agreement, "Special Services" are considered to include, services of a
nonrecurring nature requiring significant manual processing. In the event
Customer requests any service that Metavante classifies as a Special Service,
Metavante and Customer agree to negotiate in good faith the scope of the Special
Service and any additional costs or fees associated with such Special Service.

3. CONVERSION

     3.1. IMPLEMENTATION OF SERVICES. The parties agree to use their best
efforts to perform the Conversion(s) such that the Commencement Date occurs on
or before_________________, ___________

     3.2. DEVELOPMENT OF CONVERSION PLAN. Metavante will, in consultation with
Customer, develop a detailed, customized plan for the Conversion (the
"Conversion Plan"). The Conversion Plan includes (i) a description of the tasks
to be performed for the Conversion; (ii) allocation of responsibility for each
of such tasks; and (iii) the estimated scheduled dates on which each task is to
be performed. The Conversion project leaders for each party shall regularly
communicate on the progress of the Conversion, the feasibility of the Conversion
Dates specified in the Conversion Plan, and such other matters which may affect
the smooth transition of the Services. Each party agrees to provide such
services and to perform such obligations as are specified as its responsibility
in the Conversion Plan and as necessary for it to timely and adequately meet the
scheduled dates set forth therein. Each party shall cooperate fully with all
reasonable requests of the other party made necessary to effect the Conversion
in a timely and efficient manner.


                                       2
<PAGE>   82

     3.3. CONVERSION RESOURCES. Metavante and Customer will each provide a team
of qualified individuals to assist in the Conversion effort. The anticipated
Metavante team and description of their responsibilities will be provided to
Customer upon completion of the Conversion Plan.

     3.4. CONVERSION MILESTONES. AS part of the Conversion Plan, the parties
shall develop and agree upon milestones to which the progress of the
Conversion(s) shall be measured.

4. FEES

     4.1. CONVERSION. Customer agrees to pay Metavante the fees, if any,
relating to the Conversion as set forth on the Fee Schedule. In addition,
Customer agrees to reimburse Metavante for (i) all Expenses reasonably incurred
in connection with the Conversion; (ii) Conversion of accounts or products not
identified in the Conversion Plan as of the Effective Date; and (iii) Metavante
personnel or any independent contractors who perform services which are
identified as the responsibility of the Customer in the Conversion Plan.

     4.2. FEES. EXHIBIT D2 attached hereto ("Fee Schedule") sets forth the fees,
costs and changes for Wealth Management Technology Services and Customer agrees
to pay Metavante as specified therein for all Services rendered on behalf of
Customer by Metavante.

     4.3. TRAINING AND EDUCATION.

          A. Metavante shall provide training in accordance with the training
schedule developed pursuant to the Conversion Plan. The sessions shall be
held at a location mutually agreed upon by the parties. Customer shall be
responsible for all Expenses incurred by the participants and Metavante's
trainers in connection with such education and training. If Customer requests
that training be conducted at a non-Metavante facility, Customer shall be
responsible for additional fees as quoted by Metavante.

          B. Metavante will provide to Customer, at no charge, one set of
each of the User Manuals in CD-ROM and paper format. When the User Manuals
are updated, Metavante will provide the updates to Customer on CD-ROM at no
additional charge. Additional sets of the User Manuals and paper updates may
be purchased by Customer at Metavante's then current prices.

5.   PERFORMANCE STANDARDS. Metavante agrees to provide the Wealth Management
     Technology Services inaccordance with the performance standards set forth
     on EXHIBIT D4 allached hereto.

6.   SERVICES FOLLOWING TERMINATION

     6.1. TERMINATION ASSISTANCE. Following the expiration or early termination
of this Agreement, Metavante shall provide to Customer the Customer Data in the
format in which it exists on Metavante's systems, in accordance with Metavante's
then current standard prices for the delivery media. In addition, Metavante
agrees to provide to Customer, at Customer's expense, all necessary assistance
to facilitate the orderly transition of Services to Customer or its designee
("Termination Assistance"). As part of the Termination Assistance, Metavante
shall assist Customer to develop a plan for the transition of all Services then
being performed by Metavante under this Agreement, from Metavante to Customer or
its designee, on a reasonable schedule developed jointly by Metavante and
Customer. Prior to providing any Termination Assistance, Metavante shall deliver
to Customer a good faith estimate of all such Expenses and charges including
charges for custom programming services. Customer understands and agrees that
all Expenses and charges for Termination Assistance shall be computed in
accordance with Metavante's then-current standard prices for such products,
materials and services. Customer shall pay for the Customer Data and any
Termination Assistance in advance of Metavante providing such data or
assistance. Nothing contained herein shall obligate Customer to receive
Termination Assistance from Metavante.

     6.2. CONTINUATION OF SERVICES. Unless Metavante terminates this Agreement
pursuant to Section 6.2 of the General Terms and Conditions, upon at least
ninety (90) days' prior written request by Customer, Metavante shall continue to
provide Customer all Services and the Effective Date of Termination shall be
extended for a maximum period of twelve (12) months. If Customer elects to
receive the Services for such period, Metavante's then-current standard pricing
shall apply to the provision and receipt of such Services.

7.   MANAGEMENT OF PROJECT

     7.1. ACCOUNT REPRESENTATIVES. Each party shall cause an individual to be
assigned ("Account Representative") to devote time and effort to management of
the Services under this Agreement following the Conversion. Neither party shall
reassign or replace its Account Representative during the first six (6) months
of his or her assignment without the consent of the other party, except if such
individual voluntarily resigns, is dismissed for cause, or is unable to work due
to his or her death or disability.

     7.2. REPORTING AND MEETINGS. Within sixty (60) days after the Effective
Date, the parties shall mutually agree upon (a) an appropriate set of periodic
reports to be issued by Metavante to Customer during the Conversion Period and
during the remainder of the Term; and (b) an appropriate set of periodic
meetings to be held between the Account Representatives during the Conversion
Period and the remainder of the Term. Meetings shall be held to review
performance, changes, resource utilization and such other matter as appropriate.


                                       3
<PAGE>   83

8.   REGULATORY COMPLIANCE

     8.1. Customer shall be solely responsible for monitoring and interpreting
(and for complying with, to the extent such compliance requires no action by
Metavante) the Legal Requirements. Based on Customer's Proper Instructions,
Metavante shall select the processing parameter settings, features and options
(collectively, the "Parameters") within Metavante's system that will apply to
Customer. Customer shall be responsible for determining that such selections are
consistent with the Legal Requirements and with the terms and conditions of any
agreements between Customer and its clients. In making such determinations,
Customer may rely upon the written descriptions of such Parameters contained in
the User Manuals. Metavante shall perform system processing in accordance with
the Parameters.

     8.2. Subject to the foregoing, Metavante shall perform an on-going review
of federal laws, rules and regulations. Metavante shall maintain the features
and functions set forth in the User Manuals for each of the Services in
accordance with all changes in federal laws, rules and regulations applicable to
such features and functions, in a non-custom environment. For any new federal
laws, rules and regulations, Metavante will perform a business review, with
input from Metavante's customers and user groups. If Metavante elects to support
a new federal law, rule or regulation through changes to the Metavante Software,
Metavante shall develop and implement modifications to the Services to enable
Customer to comply with such new federal laws, rules and regulations. In all
other circumstances relating to regulatory compliance of the Services, including
state laws, rules and regulations, the provisions of Section 4.2 of the General
Terms and Conditions above (New Services) shall apply.

     8.3. In any event, Metavante shall work with Customer in developing and
implementing a suitable procedure or direction to enable Customer to comply with
federal and state laws, rules and regulations applicable to the Services being
provided by Metavante to Customer, including in those instances when Metavante
has elected to, but it is not commercially practicable to, modify the Metavante
Software prior to the regulatory deadline for compliance.

9.   MISCELLANEOUS PROVISIONS

     9.1. EQUIPMENT AND NETWORK. Customer shall obtain and maintain at its own
expense its own data processing and communications equipment as may be necessary
or appropriate to facilitate the proper use and receipt of the Services.
Customer shall pay all installation, monthly, and other charges relating to the
installation and use of communications lines between Customer's datacenter and
the Operations Center, as set forth in the Network Schedule. Metavante maintains
and will continue to maintain a network control center with diagnostic
capability to monitor reliability and availability of the communication lines
described in the Network Schedule, but Metavante shall not be responsible for
the continued availability or reliability of such communications lines.
Metavante agrees to provide services to install, configure, and support the
wide-area network to interconnect Customer to the Operations Center as described
in, and subject to the terms and conditions of, the Network Schedule.

     9.2. DATA BACKUP. Customer shall maintain adequate records for at least ten
(10) Business Days including (i) microfilm images of items being transported to
Metavante or (ii) backup on magnetic tape or other electronic media where
transactions are being transmitted to Metavante, from which reconstruction of
lost or damaged items or data can be made. Customer assumes all responsibility
and liability for any loss or damage resulting from failure to maintain such
records.

     9.3. BALANCING AND CONTROLS. Customer shall (a) on a daily basis, review
all input and output, controls, reports, and documentation, to ensure the
integrity of data processed by Metavante; and (b) on a daily basis, check
exception reports to verify that all file maintenance entries and non-dollar
transactions were correctly entered. Customer shall be responsible for
initiating timely remedial action to correct any improperly processed data which
these reviews disclose.

     9.4. REGULATORY ASSURANCES. Metavante and Customer acknowledge and agree
that the performance of these Services will be subject to regulation and
examination by Customer's regulatory agencies to the same extent as if such
Services were being performed by Customer. Upon request, Metavante agrees to
provide any appropriate assurances to such agency and agrees to subject itself
to any required examination or regulation. Customer agrees to reimburse
Metavante for reasonable costs actually incurred due to any such examination or
regulation that is performed primarily for the purpose of examining Services
used by Customer.

          A. Notice Requirements. Customer shall be responsible for complying
with all regulatory notice provisions to any applicable governmental agency,
which shall include providing timely and adequate notice to Federal Regulators
as of the Effective Date of this Agreement, identifying those records to which
this Agreement shall apply and the location at which such Services are to be
performed.

     B. Examination of Records. The parties agree that the records maintained
and produced under this Agreement shall, at all times, be available at the
Operations Center for examination and audit by governmental agencies having
jurisdiction over the Customer's business, including any Federal Regulator. The
Director of Examinations of any Federal Regulator or his or her designated
representative shall have the right to ask for and to receive directly from
Metavante any reports, summaries, or information contained in or derived from
data in the possession of Metavante related to the Customer. Metavante shall
notify Customer as soon as reasonably possible of any formal request by any
authorized governmental agency to examine Customer's records maintained by
Metavante, if Metavante is permitted to make such a disclosure to Customer under
applicable law or regulations. Customer agrees that Metavante is authorized to
provide all such described records when formally required to do so by a Federal
Regulator.

     C. Audits. Metavante shall cause a Third Party review of the Operations
Center and related internal controls, to be conducted annually by its
independent auditors. Metavante shall provide to Customer, upon written request,
one copy of the audit report resulting from such review. Remote datacenters used
by Metavante in providing some of the Services shall be reviewed by Metavante's
internal auditors in accordance with procedures and on a schedule satisfactory
to the Federal Regulator responsible for supervision of Metavante.


                                      4
<PAGE>   84

     9.5. IRS FILING. Customer represents it has complied with all laws,
regulations, procedures, and requirements in attempting to secure correct tax
identification numbers (TINs) for Customer's payees and customers and agrees to
attest to this compliance by an affidavit provided annually. Customer authorizes
Metavante to act as Customer's agent and sign on Customer's behalf the Affidavit
required by the Internal Revenue Service on Form 4804, or any successor form.
EXHIBIT D5 (Attorney-in-Fact Appointment) and EXHIBIT D6 (Affidavit) shall be
executed by Customer contemporaneously with the execution of this Agreement.
Customer acknowledges that Metavante's execution of the Form 4804 Affidavit on
Customer's behalf does not relieve Customer of responsibility to provide
accurate TINs or liability for any penalties which may be assessed for failure
to comply with TIN requirements

     9.6. FUTURE ACQUISITIONS. Customer acknowledges that Metavante has
established the Fee Schedule(s) and enters into this Agreement on the basis of
Metavante's understanding of the Customer's current need for Services and
Customer's anticipated future need for services as a result of internally
generated expansion of its customer base. If the Customer expands its operations
by acquiring Control of additional financial institutions or if Customer
experiences a Change in Control (as hereinafter defined), the following
provisions shall apply:

     A. Acquisition of Additional Entities. If Customer acquires Control after
the Effective Date of one or more financial holding companies, banks, savings
and loan associations or other financial institutions that are not currently
Affiliates, Metavante agrees to provide Services for such new Affiliates and
such Affiliates shall automatically be included in the definition of "Customer";
provided that (a) the conversion of each new Affiliate must be scheduled at a
mutually agreeable time (taking into account, among other things, the
availability of Metavante conversion resources) and must be completed before
Metavante has any obligation to provide Services to such new Affiliate; (b) the
Customer will be liable for any and all Expenses in connection with the
conversion of such new Affiliate; and (c) Customer shall pay conversion fees in
an amount to be mutually agreed upon with respect to each new Affiliate.

     B. Change in Control of Customer. If a Change in Control occurs with
respect to Customer, Metavante agrees to continue to provide Services under this
Agreement; provided that (a) Metavante's obligation to provide Services shall be
limited to the Entities comprising the Customer prior to such Change in Control
and (b) Metavante's obligation to provide Services shall be limited in any and
all circumstances to the number of accounts processed in the 3-month period
prior to such Change in Control occurring, plus 25%.


                                      5
<PAGE>   85

                                   EXHIBIT D1

                      WEALTH MANAGEMENT TECHNOLOGY SERVICES
   SERVICES INCLUDED IN THE STRUCTURED PER ACCOUNT CHARGES WHICH ARE LISTED ON
                           EXHIBIT D2 ATTACHED HERETO

Transaction History Retention Consistent 26 Months
Investment Review Retention of 12 months
5500 Reporting
Report Generation
On-line Usage
On-line Statements
Automated Trades-Trade Order Management
DTC IID Confirms/Affirms/Settlements
Overnight Report Writer with File Upload and Download
On-Demand ReportWriter (All Views)
TrustReport Ongoing Usage
Up to Three Months Web Based Flexible Statement Retention
TrustExchange-TM- Interfaces (Tape and Transmission Charges may apply):
          -FastTax - Tax Processing
          -Greenhill - Performance Measurement
          -Federated - TrustConnect Mutual Fund Trading
          -Fidelity - Trust Net Mutual Fund Trading
          -Custodial Interface - M&I Trust
          -CIS Interface
          -ADP - Proxy Information
          -Landmark - Portfolio Management
          -Estate Val- Estate Valuation
Accruals, Process and Report Daily
ACM / Demand Note Subaccounting
"As Of" Report of Account Assets
Complete Common Trust Fund Capabilities
Comprehensive Employee Benefit Reporting
Integrated Benefit Payment System
Fee System
Complete Mutual Fund Automation (including settlement, applicable rate
interfaces, and asset allocation modeling)
Multistate, Multibranch Processing
Security Master File Processing
Statement and Investment Review Processing Online
Trade Date Reporting
New and Lost Business Reporting (three-month retention)
TrustDesk-TM-
1099 Tax Tape Production and Substitute Reporting
Trust System Maintenance
Trust System Disaster Recovery Services
Two Days of TrustDesk-TM- On-site Training (travel and living expenses to be
reimbursed)

<PAGE>   86

                                   EXHIBIT D1
                                     Page 2

                      WEALTH MANAGEMENT TECHNOLOGY SERVICES
  SERVICES NOT INCLUDED IN THE STRUCTURED PER ACCOUNT CHARGES WHICH ARE LISTED
                         ON EXHIBIT D2 ATTACHED HERETO.

      THIS IS METAVANTE'S CURRENT PRICING STRUCTURE WHICH IS SUBJECT TO AN
                             ANNUAL PRICE INCREASE.


                                                                 FEES
Multi-bank holding company and affiliate banks           $865/month (principal)
                                                         $235/month (affiliate)
Extended Investment Review Retention beyond 12 months    $.075/account/month
                                                         /month retained
Previous Period Information on Statements                $.046/account/month
Report Printing at Metavante                             $2.06/1,000 lines
                                                         printed
Microfiche Produced by Metavante                         $1.89/original
                                                         $.284/copy
New and Lost Business Reporting Data Warehouse           $.0020 per record
(greater than 3 month)                                   per month
Tape Handling                                            $41.25 per tape
Transmissions Handling                                   $11.00/transmission/
                                                         frequency
Third Party Client Terminal Access                       Setup charge $100 each
                                                         monthly access
                                                         $72.50/terminal/month
Electronic Filing of Quarterly Tax Estimates             $485/quarter
(via EFTPS)
TrustReport-TM- Initial Setup or Subsequent Changes
        Initial Setup or Changes                         Per quote
        Ongoing Usage Fees                               $.43 annually per
                                                         account applied to
                                                         all accounts
                                                         $.142 per page
                                                         additional if printed
                                                         at Metavante
TrustWeb-TM- - Customer and Third-Party Access
        via the Internet Initial Setup                   $3,200 per institution
                                                         per home page

Ongoing Usage Fees

                    TOTAL
              NUMBER OF ACCOUNTS                    ANNUAL FEE BILLED
                 AT YEAR-END                         ONCE IN JANUARY

                   0-1,000                              $2,175
                  1,001-2,000                           $4,350
                  2,001-3,000                           $6,535
                  3,001-4,000                           $8,700
                  4,001-5,000                           $10,885
                    5,001+                              $13,050


<PAGE>   87

                                   EXHIBIT D1
                                     PAGE 3
                      WEALTH MANAGEMENT TECHNOLOGY SERVICES

AdvisorWeb-TM-
        Initial Set Up                        $4,200
        Annual Base Fee                       $6,800
        User Fee                              31 per user/annual
        Account Fee                           $12 per account/user/annual
Note: Maximum AdvisorWeb-TM- annual fee       $775
per user ID
Web-Based Flexible Statements for Three       No charge
Months or less
Web-Based Flexible Statements beyond          $.0025 per statement image
Three Months                                  per month stored (over 3)
Invest/CFA-Portfolio Investment               Per quote
Analysis System
Custom Programming and Systems                Per quote
Integration
Customized Functional and Technical           Per quote
Training
Hardware/Software Consulting Services         Per quote per eight-hour day
Metavante Workshops                           $275/attendee/class/day
Documentation on CD-ROM                       $500/year
                                              with no paper updates
Documentation on hard copy                    $1,050 annual for hard copy
ACH Transactions                              $.0718 per transaction
Metavante Loan System Interface               Per quote
DayVest-Daily On-line Valuation of            $160/month
Common Trust Funds
STAR View (On-line Report Viewing)
                Initial Setup                 $512.50
                System Administration         $117.88 per month
                Load Fee                      $.0039 per page
                Disk Storage                  no charge
                Tape Storage                  $.000011 per page per day
                                              retained
                Optical Storage--7 Years      $.0077 per page loaded to optical
                Optical Storage--10 Years     $.0094 per page loaded to optical
                Optical Storage--15 Years     $.0103 per page loaded to optical
                Optical Storage--20 Years     $.0108 per page loaded to optical
Third-Party Recordkeeping System Interfaces   $160/month
TrustDesk-TM- Installation/Upgrade Diskettes  $150 per set
Network Services
                -  Network Support (based upon number of LU's)
                              1-100           $5.00 per LU per month
                            101-300           $3.75 per LU per month
                            301-800           $3.00 per LU per month
                           Over 800           $2.50 per LU per month
                                The fee for customer- managed networks is
                                $1.50 per terminal per month based on the
                                infrastructure costs.
                -  Network Change Requests    Per quote
                -  Network Implementation     Per quote
                -  Client Participation in    Per quote
                   Disaster Testing


<PAGE>   88

                                   EXHIBIT D1
                                     PAGE 4

                      WEALTH MANAGEMENT TECHNOLOGY SERVICES
<TABLE>
<S>                                           <C>
Deconversion Services
                Deconversion Fee              $5,500 per bank
                  (NOTE: THIS DOES NOT INCLUDE NETWORK SERVICE CHARGES RELATED
                   TO DECONVERSION ACTIVITY.)

                Deconversion Tapes Provided   $2,500 per set plus client
                in Metavante Format           services support and programming
                                              time spent per quote.

                Post-deconversion On-Line     2,500 per month Base Fee for a
                Access.                       maximum of three months plus all
                                              applicable Usage Charges
                                              (Section B) and Miscellaneous
                                              Charges (Section D.)

Xcitek Corporate Action Notification Service  $2.15/account per year
                                              $9,200 maximum per year
Xcitek Municipal Called Bond Service          $2.15/account per year
                                              $9,200 maximum per year
IDSI Pricing Service                          Per quote
VMS Mutual Fund Daily Rate Service            Per quote
VMS Mutual Fund Dividend Rate Service         Per quote

CMO Pricing/Factor Service                    $1.71 per CMO per month
                                              (charged monthly)
Courier Services                              At cost
Output Forms Costs                            Vendor forms cost + 15%
Data Communications Costs
                Line Charge                   Based on type of services
                Modem Charge                  requested and the cost to
                Installation Charge           Metavante for providing
                TYMNET Charges                these services
                (if applicable)
                Comdisco Network Charge
                Custody Interface Line Charge

Custom Pricing of Common Trust Fund Assets    Per quote
Trust Exchange(TM) Interface Implementations  Per quote
Metavante Integrated Performance Measurement  $12.00 per account/per year
Sub-System                                    (waived)

</TABLE>

<PAGE>   89

                                   EXHIBIT D1
                                     PAGE 5

                      WEALTH MANAGEMENT TECHNOLOGY SERVICES

WEALTH MANAGEMENT TECHNOLOGY SERVICES:

   1. METAVANTE shall provide complete processing services for the Customer as
      more fully described in the User Manuals. Customer has a set of the User
      Manuals. Updates will be supplied based on User Manual prices found in
      EXHIBIT D1. The User Manuals include, but are not limited to:

a. User Manual Volume 1
b. User Manual Volume 2
c. User Manual Volume 3
d. User Manual Volume 4
e. Reports Usage Manual 1
f. Reports Usage Manual 2
g. Special Processing Volume 1
h. Special Processing Volume 2
i. Special Processing Volume 3
j. Special Processing Volume 4
k. TrustDesk(TM) on-line user documentation

   Metavante has included daily support personnel time for the Customer based
   on the schedule shown below. Any hours required by the Customer in excess of
   this will be billed at Metavante's then current standard product support
   rate.


<TABLE>
<CAPTION>
                                 PRODUCT SUPPORT HOURS SCHEDULE
                CONTRACT YEAR                        Support Hours
<S>                                                     <C>
                        1                               40

                        2                               40

                        3 and up                        40
</TABLE>



   Customer Support Guidelines (for items included in annual support hours):

   o    Questions related to standard system functions and their usage as noted
        in the Metavante Trust Services User Documentation or any processing
        issues.

   Billable items at standard product support rates.
   Questions related to the following:

   o    Trust business/industry

   o    Consultative Advice

   o    Procedures; i.e., how to setup, change

   o    Trust policies and procedures manual assistance

   o    Equipment setup, changes

   o    Statement customizing

   o    Report writers designed

<PAGE>   90

                                   EXHIBIT D1

                                     PAGE 6

                      WEALTH MANAGEMENT TECHNOLOGY SERVICES

     2. The Customer is responsible for maintaining a Trust Services compatible
        print solution that is supported by METAVANTE (the "Printing Solution").
        A Printing Solution is required by METAVANTE to enable the Customer to
        print METAVANITE Trust System checks, statements, special forms,
        reports, and other trust system output. The

        Customer wi11 negotiate and maintain a separate agreement with a
     Printing Solution provider. Customer is currently using and supporting the
     Standard Register solution.

ADDITIONAL TERMS AND CONDITIONS FOR OPTIONAL INTERACTIVE DATA CORPORATION
SERVICES.

INTERACTIVE DATA CORPORATION REQUIRES THESE PROVISIONS BE INCLUDED IN EACH
CUSTOMER AGREEMENT AS A CONDITION OF PROVIDING ITS SERVICES.

1.   No Warranties. EXCEPT AS PROVIDED IN INTERACTIVE DATA CORPORATION'S
     AGREEMENT WITH METAVANTE, INTERACTIVE DATA CORPORATION AND ITS SUPPLIERS
     MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS OR
     ANY OTHER MATTER.

2.   Limitation on Liability.

a.        Interactive Data Corporation and its suppliers shall have no liability
          to Customer, or a third party, for errors, omissions or malfunctions
          in the Services, other than the obligation of Interactive Data
          Corporation to endeavor, upon receipt of notice from Customer, to
          correct a malfunction, error, or omission in any Services.

b.        Customer acknowledges that the Services are intended for use as an
          aid to institutional investors, registered brokers or professionals of
          similar sophistication in making informed judgments concerning
          securities.

c.        Customer accepts responsibility for, and acknowledges it exercises its
          own independent judgment in, its selection of any of the Services, its
          selection of the use or intended use of such, and any results
          obtained. Nothing contained herein shall be deemed to be a waiver of
          any rights existing under applicable law for the protection of
          investors.

d.        Customer shall indemnify Interactive Data Corporation and its
          suppliers against and hold Interactive Data Corporation harmless from
          any and all losses, damages, liability, costs, including attorney's
          fees, resulting directly or indirectly from any claim or demand
          against Interactive Data Corporation by a third party arising out of
          or related to the accuracy or completeness of any Services received by
          Customer, or any data, information, service, report, analysis or
          publication derived therefrom, except to the extent that any such
          matter shall arise from the gross negligence, recklessness or
          intentional misconduct of Interactive Data Corporation, or its
          employees or agents. Except for certain limited specified matters
          relating to intellectual property rights, Interactive Data Corporation
          shall not be liable for any claim or demand against Customer by a
          third party.

e.        Neither party shall be liable for (i) any special, indirect or
          consequential damages (even if advised of the possibility of such),
          (ii) any delay by reason of circumstances beyond its control,
          including acts of civil or military authority, national emergencies,
          labor difficulties, fire, mechanical breakdown, flood or catastrophe,
          acts of God, insurrection, war, riots, or failure beyond its control
          of transportation or power supply, or (iii) any claim that arose more
          than one year prior to the institution of suit therefor.


<PAGE>   91

                                   EXHIBIT D1
                                     PAGE 7

                      WEALTH MANAGEMENT TECHNOLOGY SERVICES

3.   ACCESSING DATA. In the event that Customer at any time accesses Data
     comprised of Evaluations (as hereinafter defined) of Fixed Income
     Securities and certain other data related to such securities, the following
     additional provisions shall apply:

a.        Fixed Income Securities are complicated financial instruments. There
          are many methodologies (including computer-based analytical modeling
          and individual security evaluations*) available to generate
          approximations of their market value, and there is significant
          professional disagreement about which is best. No evaluation method,
          including those used by Interactive Data Corporation, may consistently
          generate approximations that correspond to actual "traded" prices of
          the instruments.

b.        Interactive Data Corporation's methodologies generate Evaluations;
          however, Customer acknowledges that there may be errors or defects in
          Interactive Data Corporation's software, databases, or methodologies
          that cause resultant evaluations to be inappropriate for use in
          certain Customer applications.

c.        Customer acknowledges and agrees that it assumes all responsibility
          for edit checking, external verification of evaluations, and
          ultimately the appropriateness of use of Evaluations and other pricing
          data provided via the Service in Customer's applications, regardless
          of any efforts made by Interactive Data Corporation in this respect.
          Customer agrees to indemnify and hold Interactive Data Corporation
          completely harmless in the event that errors, defects, or
          inappropriate Evaluations are made available to Customer via the
          Service.

4.   EVALUATIONS. For purposes of this Agreement, the term "Evaluation" means:
     (i) mathematically derived approximations of estimated value, or (ii)
     individual security evaluations for miscellaneous issues, such as
     non-investment grade issues and issues with special terms and conditions
     which may not fit into any of Interactive Data Corporation's current
     evaluation models. Evaluations are not the transaction price at which an
     investment can be purchased or sold in the market, since no evaluation can
     correspond to or approximate the actual market price which could be
     obtained by the end user on any given day for any particular security.
     Mathematically derived Evaluations are based upon certain market
     assumptions and evaluation methodologies reflected in proprietary
     algorithms and may not conform to trading prices or information available
     from third parties. In evaluating those miscellaneous issues described
     above, Interactive Data Corporation's evaluators concentrate on market
     integrity within both market sector and issuer, examine the individual
     characteristics of each issue and confer with broker/dealers and other
     information sources. Evaluations are sometimes referred to as "pricing
     services" or "prices" solely for convenience of reference. Interactive Data
     Corporation is an investment adviser registered with the U.S. Securities
     and Exchange Commission.

     Individual security evaluations are used for miscellaneous issues that may
     not fit into any of Interactive Data Corporation's current evaluation
     models. These issues are evaluated on a case by case basis. Interactive
     Data Corporation's evaluators concentrate on integrity within both market
     sector and issuer, examine the individual characteristics of each issue,
     and confer with broker/dealers and other information sources. Market
     sources are contacted by Interactive Data Corporation's evaluators when
     appropriate for the particular issue. These issue types include but are not
     limited to non-investment grade issues and issues with special terms and
     conditions. These issues are subject to the same quality control standards
     applied to other evaluations provided by Interactive Data Corporation.


<PAGE>   92

                                   EXHIBIT D2

                      WEALTH MANAGEMENT TECHNOLOGY SERVICES

                            FEE SCHEDULE FOR CUSTOMER

           METAVANTE is offering the Customer a "structured price"
                     in determining their annual charge.

191 standard-activity accounts invoiced @ $105.25 each.              $20,102.75

61 low-activity accounts invoiced @ $40.70 each                      $ 2,482.70

Tired pricing goes in effect on standard account volumes greater than 1,000.
Team Financial, Inc. would receive five (5) percent discount on their regular
trust account charges over 1,000 standard accounts.

The number of open accounts processed (including house accounts, fund accounts,
combined accounts, etc.) will be counted monthly to determine the appropriate
processing fee. The fee will be billed monthly.

o   Price increases will take effect on January 1 of each year.

o   There will be no increases to the quoted per account fees prior to
    January 1, 2002.

o   The minimum annual charge for trust processing services is $22,500.

<PAGE>   93

                                   EXHIBIT D2

                               TRUST SERVICE FEES
<TABLE>
<CAPTION>

TYPES OF SECURITIES                               DAILY ACCESS               WEEKLY ACCESS         MONTHLY ACCESS

EQUITY PRICES                                 Select         Maximum       Select        Maximum      Select       Maximum
                                                Fee            Fee           Fee           Fee          Fee           Fee
<S>                                       <C>            <C>           <C>         <C>            <C>           <C>
Listed NA Equity and Mutual Funds               $0.59            $1,942      $0.24          $1,488        $0.12         $667.17
NQB                                             $0.59           $175.00      $0.24         $131.25        $0.12          $87.50
UITs                                            $0.96           $535.92      $0.39         $385.00        $0.19         $155.33
Unlisted ADRs                                   $3.43           $404.67      $1.37         $290.92        $0.69         $172.83
EQUITY ANNOUNCEMENTS
NA Dividends                                    $0.66            $1,116      $0.59         $824.67        $0.53         $535.92
OPTIONS
North American Options                          $0.96            $1,597      $0.39         $864.08        $0.19         $332.50
FUTURES/COMMODITIES
North American Futures                          $0.96           $958.17      $0.39         $632.17        $0.19         $277.83
Futures/Commodities
CORPORATE/GOVERNMENT BONDS
U.S. Corporate Bonds                            $2.48            $6,912      $0.99          $3,408        $0.50          $1,708
Canadian Bonds                                  $2.48            $1,256      $0.99         $829.08        $0.50         $581.92
US Treasuries & Agencies                        $0.59           $387.17      $0.24         $210.00        $0.12          $91.92
CMO PRICES
RANGE:
    First 100                                  $15.00            $1,500      $7.50         $750.00        $3.38         $338.00
    Next 150 (Total 250)                       $11.25         $3,187.50      $6.75       $1,762.50        $2.81         $759.50
    Next 250 (Total 500)                        $7.88         $5,157.50      $5.52       $3,142.50        $2.35       $1,347.00
    Each additional                             $4.96            $5,650      $4.21          $3,940        $1.73       $1,768.00
MBS PRICES
MBS                                             $2.17            $5,878      $0.87          $4,364        $0.43          $2,645
MUNICIPAL BOND PRICES
RANGE:
    First 1000                                  $2.17            $2,170      $0.87            $870        $0.43         $430.00
    Next 1500 (Total 2500)                      $1.51            $4,435      $0.68          $1,890        $0.34         $940.00
    Next 2500 (Total 5000)                      $0.85            $6,560      $0.43          $2,965        $0.24       $1,540.00
    Next 5000 (Total 10,000)                    $0.33            $8,210      $0.21          $4,015        $0.12       $2,140.00
    Next 15,000 (Total 25,000)                  $0.20           $11,200      $0.16          $6,415        $0.12       $3,940.00
    Next 25,000 (Total 50,000)                  $0.09           $13,460      $0.08          $8,415        $0.04        $4940.00
    Next 50,000 (Total 100,000)                 $0.07           $16,960      $0.06         $11,415        $0.03       $6,440.00
</TABLE>

The columns entitled "select" set forth the per security/per month/per Client
fees payable by Licensee to Interactive. For example, for a Client that accesses
Data concerning 100 U.S. equities on a daily basis, Licensee would pay to
Interactive a monthly fee $59.00 (100 * $0.59) for such Client for such equity
Data.

The columns entitled "maximum" set forth the most that Licensee would pay to
Interactive for a particular Client for access to the respective asset type by
such Client. For example, for a Client that accesses Data concerning 4,000 U.S.
equities on a daily basis, Licensee would pay Interactive a monthly fee of
$1942.50 for such Client for such equity Data.

        NOTE: IDC PRICING FEES ARE SUBJECT TO A MONTHLY MINIMUM CHARGE.

     PASS THROUGH CHARGES

     Metavante uses the services of Third Parties in providing portions of their
     Wealth Management Services. Any passthrough charges or price increases
     from these providers will be passed through to the Customer based on the
     price increase effective date to Metavante.


                                       10

<PAGE>   94

               INTERACTIVE DATA CORPORATION "EVALUATIONS" LANGUAGE

     In the event that Customer at any time accesses Data comprised of
Evaluations (as hereinafter defined) of Fixed Income Securities and certain
other data related to such securities, the following additional provisions shall
apply:

(a) Fixed Income Securities are complicated financial instruments. There are
many methodologies (including computer-based analytical modeling and individual
security evaluations*) available to generate approximations of their market
value, and there is significant professional disagreement about which is best.
No evaluation method, including those used by Interactive Data Corporation, may
consistently generate approximations that correspond to actual "traded" prices
of the instruments.

(b) Interactive Data Corporation's methodologies generate Evaluations; however,
Customer acknowledges that there may be errors or defects in Interactive Data
Corporation's software, databases, or methodologies that cause resultant
evaluations to be inappropriate for use in certain Customer applications.

(c) Customer acknowledges and agrees that it assumes all responsibility for edit
checking, external verification of evaluations, and ultimately the
appropriateness of use of Evaluations and other pricing data provided via the
Service in Customer's applications, regardless of any efforts made by
Interactive Data Corporation in this respect. Customer agrees to indemnify and
hold Interactive Data Corporation completely harmless in the event that errors,
defects, or inappropriate Evaluations are made available to Customer via the
Service.

     For purposes of this Agreement, the term "Evaluation" means: (i)
mathematically derived approximations of estimated value, or (ii) individual
security evaluations for miscellaneous issues, such as non-investment grade
issues and issues with special terms and conditions which may not fit into any
of Interactive Data Corporation's current evaluation models. Evaluations are not
the transaction price at which an investment can be purchased or sold in the
market, since no evaluation can correspond to or approximate the actual market
price which could be obtained by the end user on any given day for any
particular security. Mathematically derived Evaluations are based upon certain
market assumptions and evaluation methodologies reflected in proprietary
algorithms and may not conform to trading prices or information available from
third parties. In evaluating those miscellaneous issues described above,
Interactive Data Corporation's evaluators concentrate on market integrity within
both market sector and issuer, examine the individual characteristics of each
issue and confer with broker/dealers and other information sources. Evaluations
are sometimes referred to as "pricing services" or "prices" solely for
convenience of reference. Interactive Data Corporation is an investment adviser
registered with the U.S. Securities and Exchange Commission.

     Individual security evaluations are used for miscellaneous issues that may
not fit into any of Interactive Data Corporation's current evaluation models.
These issues are evaluated on a case by case basis. Interactive Data
Corporation's evaluators concentrate on integrity within both market sector and
issuer, examine the individual characteristics of each issue, and confer with
broker/dealers and other information sources. Market sources are contacted by
Interactive Data Corporation's evaluators when appropriate for the particular
issue. These issue types include but are not limited to non-investment grade
issues and issues with special terms and conditions. These issues are subject to
the same quality control standards applied to other evaluations provided by
Interactive Data Corporation.


                                     11

<PAGE>   95

                                   EXHIBIT D3
                      WEALTH MANAGEMENT TECHNOLOGY SERVICES

                      SOFTWARE LICENSE TERMS AND CONDITIONS

     The following terms and conditions (as well as those contained in the
Agreement) shall govern the licensing by Metavante to Customer of the Metavante
Products. With respect to such licensing, to the extent the terms and conditions
contained in the Agreement are inconsistent with those of this schedule, the
terms and conditions of this schedule shall control.

1.   DEFINITIONS.

    1.1.  "Acceptance" shall mean the process set forth in Section 4 of this
          Exhibit D3.

    1.2.  "Custom Programs" shall mean any code developed by Metavante at
          Customer's request and paid for by Customer, and includes
          modifications to Programs.

    1.3.  "Defect" shall mean a failure of the Programs to perform in
          substantial conformance with its then current Documentation, when
          properly used within the specified operating environment.

    1.4.  "Derivative Work" shall mean any work by Customer which is a
          modification of a Program or creation of a new program which uses,
          directly or indirectly, any ideas, concepts, know-how or techniques
          disclosed in the Program, and includes all written material including
          code, listings and other programming documentation relating to the
          Program. A Derivative Work does not include a work which merely
          interfaces with a Program.

    1.5.  "Documentation" shall mean those User Manuals provided to Customer for
          the Program, as amended from time to time by Metavante.

    1.6.  "Eligible Party" shall mean Customer or any of its Affiliates as then
          may be acceptable to Metavante from time to time.

    1.7.  "Enhancement" shall mean a minor operational, quality or functional
          improvement to a Standard Program made available to Customer pursuant
          to the maintenance services provided hereunder as long as the
          Agreement remains in effect.

    1.8.  "Fix" shall mean a correction to a Program developed on an as-needed
          basis to address a reproducible Defect. A Fix may include a temporary
          by-pass or a permanent change in the Program to correct or lessen the
          impact of such Defect.

    1.9.  "Include" and "Including" shall mean "includes without limitation" and
          "including without limitation" as applicable.

    1.10. "Location" shall mean Customer's facility(ies) specified in this
          EXHIBIT D3 which Customer is permitted to use the Metavante Products.

    1.11. "Metavante Products" shall mean all Programs and Documentation.
          Metavante Products are Metavante Proprietary Materials and
          Information.

    1.12. "Maintained Program" shall mean the unmodified version of any
          software program then being generally offered for license by
          Metavante, and shall include Fixes, Enhancements and Upgrades thereto.

    1.13. "Maintenance Update" shall mean a Fix or collection of Fixes and/or
          minor Enhancements contained in media delivered to Customer.

    1.14. "Option" shall mean a new feature or function to the Program which
          Metavante markets as a separately priced option. Metavante will make
          all such options available to Customer at Metavante's then-current
          price so long as Customer is subscribing for maintenance services, but
          such options are not included as part of Metavante's maintenance and
          support obligations.

    1.15. "Primary Location" shall mean a single Location, designated by
          Customer, to receive delivery of Programs and related Fixes,
          Maintenance Updates and Releases. As of the effective date of the
          Agreement, the Primary Location is specified in the Notices section of
          the Agreement as Customer's location to receive notices.

    1.16. "Programs" shall mean the Metavante Software known as TrustDesk-TM-
          Software delivered to Customer in machine-readable code (object code)
          only. The parties may by mutual written agreement from time to time
          add other Metavante Software to the Programs licensed hereunder.
          Programs include Standard Programs and Custom Programs.

    1.17. "Release" shall mean a collection of Maintenance Updates delivered to
          Customer.

    1.18. "Standard Program" shall mean the unmodified version of any software
          program then being generally offered for license by Metavante, and
          shall include Fixes, Enhancements and Upgrades thereto.

    1.19. "Upgrade" shall mean a substantial operational, quality or functional
          improvement to a Standard Program.


                                     12
<PAGE>   96

2.   LICENSE.

     2.1. Grant. Subject to the terms and conditions of this Agreement,
          Metavante grants Customer a perpetual, non-exclusive, non-transferable
          license to use the Metavante Products solely for the Eligible Parties'
          own internal processing and computing needs to provide trust and
          investment services to the Eligible Parties' customers, and for no
          other purpose. Customer shall be entitled to use the Program on the
          computer(s) operated by Licensee in a productive mode only at the
          Location(s). Programs copied for archival, testing, temporary back-up
          or temporary transfer to another site (not to exceed ninety days)
          shall not be considered productive use.

     2.2. Restrictions on Use. Customer shall not use, copy, translate, print or
          display the Metavante Products, in whole or in part, other than as
          expressly authorized in this Agreement. Customer agrees not to reverse
          assemble or decompile any Program or portion thereof which Metavante
          does not provide in human-readable source code form. Customer agrees
          not to use the Metavante Products to provide service bureau, time
          sharing, or other computer services to third, parties unless
          specifically authorized under this Agreement.

3.   TERM. The term of the license granted hereunder commences upon Acceptance
     and is co-terminus with the date of termination of SCHEDULE J of the
     Agreement.

4.   ACCEPTANCE. Acceptance shall be deemed to occur upon delivery of the media
     containing the Programs and related Documentation to the
     Primary Location.

5.   UPGRADES. At no additional charge to Customer, Metavante will deliver all
     Upgrades to Customer when such Upgrades are offered generally to all
     customers of the applicable Program. Upon receipt of each Upgrade, Customer
     shall promptly install such Upgrade over each instance of the Program then
     installed at Customer's Locations.

6.   WARRANTIES.

     6.1. Media. In addition to its representations and warranties in the
          Agreement, Metavante warrants that, at delivery, the media in which
          the Programs, Maintenance Updates and Releases are embodied will be
          free from material defects. Customer's exclusive remedy under this
          warranty shall be to require Metavante to replace the media. Metavante
          shall have no obligation to replace any defective media which is not
          returned to Metavante within thirty (30) days of receipt by Customer
          or which has failed because of accident or abuse.

     6.2. Programs, Metavante warrants the Programs against reproducible
          Defects. Metavante makes no warranty that the Programs will run
          uninterrupted or will be error free. Metavante's sole obligation shall
          be to correct any reproducible Defects. Metavante shall have no
          liability or obligation unless Customer notifies Metavante of any
          Defect and provides Metavante with any information which Metavante
          reasonably requests to identify, reproduce and correct the Defect.
          Notice shall be given by forwarding a description of the Defect to
          Metavante by phone, followed by a written report. Customer agrees to
          allow Metavante the opportunity to make repeated efforts over a
          reasonable period of time to reproduce and correct any reported and
          reproducible Defect.

     6.3. Infringement. Metavante shall, at its own expense, defend any action
          brought against Customer based on a claim that Customer's use of any
          Metavante Product under the terms of this Agreement infringes a
          copyright, trademark or patent under United States law and Metavante
          shall pay any final judgment awarded or settlement reached, provided
          that Customer notifies Metavante promptly in writing of the claim and
          Metavante has an opportunity to fully defend the claim and/or agrees
          to any settlement of such claim. Should Customer's use of any
          Metavante Product become, or in Metavante's opinion be likely to
          become, the subject of a claim of infringement of a copyright,
          trademark or patent under United States law, Metavante may procure for
          Customer the right to continue using the Metavante Product as
          contemplated by this Agreement, or replace or modify the Metavante
          Product to make it non-infringing, at no additional charge to
          Customer. In the event neither of the above is economically practical,
          Metavante shall refund the unamortized portion of the license fee
          paid by Customer for such Metavante Product, based upon a five year
          straight line depreciation commencing as of the date of this
          Agreement. The foregoing indemnity shall apply to Custom Programs only
          if Metavante had actual knowledge of a potential third party claim
          prior to commencing development of the Custom Program and failed to
          notify Customer of such knowledge. In addition, Metavante shall have
          no obligation for any claim based upon (a) Customer's use of other
          than the then current unaltered Release of the Program, if such
          infringement could have been avoided by use of the then current
          unaltered Release, or (b) Programs modified by Customer or any third
          party. The foregoing states the entire liability of Metavante with
          respect to any claim of infringement by the Metavante Products or any
          part thereof.

     6.4. Harmful Code. Each party represents and warrants that it shall take
          commercially reasonable actions and precautions not to introduce any
          virus or similar code ("Virus") into the Programs. Each party
          covenants, at its own expense, to remove any Virus introduced while
          the infected Program was in its custody and control and shall
          indemnify the other party for all damages incurred as a result
          thereof. Virus shall mean code embedded in the Programs whose purpose
          is to halt effective use of the Programs on conditions triggered by an
          event or person other than an operator.

     6.5. Disclaimer. CUSTOMER ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED
          THE PROGRAMS AND THE APPLICATION OF THE PROGRAMS TO ITS NEEDS AND
          THAT, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES
          EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF
          MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM A
          COURSE OF DEALING OR USAGE OF TRADE, OR OTHERWISE BY LAW.


                                     13
<PAGE>   97

7.   MAINTENANCE. Subject to the timely and full payment of the applicable fees,
     during the Initial Term and any Renewal Term Metavante will provide
     maintenance services at the Primary Location for one productive copy of all
     of the Standard Programs and for those Custom Programs which Metavante has
     agreed to in writing to provide maintenance (collectively, "Maintained
     Programs"). Maintenance services shall include the following:

     7.1. Programs. Metavante will service the Maintained Programs in accordance
          with the then current Documentation. Metavante will provide to
          Customer all Fixes to the Maintained Programs for any reproducible
          Defects reported to Metavante. Fixes which are applicable to all
          Customers are accumulated and provided with the next Maintenance
          Update. Metavante will offer to Customer, without additional charge,
          all Enhancements, Maintenance Updates and Releases for the Maintained
          Programs when generally available, along with applicable
          Documentation.

     7.2. Delivery. All Fixes, Enhancements, Maintenance Updates and Releases
          provided hereunder shall be delivered on magnetic media by mail or in
          accordance with Metavante's then current procedures.

     7.3. Support. Metavante will operate a support call center during
          Metavante's normal business hours to provide routine customer support
          for Maintained Programs. Additional technical support may be requested
          by Customer at Metavante's then current rates.

     7.4. Installation. Metavante may from time to time issue updated Releases
          of the Programs which may correct program and logic errors, add
          operational improvements, and/or enhance the functional capabilities.
          Such Releases will replace or supersede any other Releases of the
          Programs then being used by the Customer. Customer will be responsible
          for the installation of all Releases at all Locations. Customer
          acknowledges that its failure to install the same may eventually make
          the Programs unusable or non-conforming to the Documentation and
          Customer assumes all risks of such failure to install. Failure by
          Customer to operate Programs that are current to within one earlier
          Release or three Maintenance Updates shall relieve Metavante of its
          obligation to provide further maintenance services hereunder, but
          shall not relieve Customer of its obligations to pay all maintenance
          fees due hereunder, if any.

     7.5. Modifications. Metavante shall not be required to provide maintenance
          to any software other than an unmodified Maintained Program, if a
          party other than Metavante makes any change, modification, or
          enhancement to the Maintained Program or the operating environment
          under which the Maintained Program is executed, without the express
          written authorization of Metavante. Metavante will continue to supply
          maintenance services to the unmodified portion of the Maintained
          Programs so long as the operating environment conforms to the
          specifications set forth in the Documentation. Notwithstanding the
          foregoing, Customer shall continue to pay the full amount of any
          maintenance fees required hereunder. At Customer's request, Metavante
          may agree to provide maintenance for such unauthorized changes (or for
          Custom Programs which are not Maintained Programs) at Metavante's then
          current time and materials rates.

     7.6. Defects not in Programs. If, upon investigation of a reported Defect,
          Metavante determines that the problem is not attributable to a Defect
          in the Programs, Metavante will promptly notify Customer of that fact.
          Metavante will, at the request of Customer, continue working to
          correct the malfunction notwithstanding that it is not a Defect. The
          Customer agrees to pay for Metavante's efforts investigating and/or
          resolving such a malfunction at Metavante's then current rates for
          such services, plus reasonable and actual out-of-pocket expenses
          incurred by Metavante. Metavante shall use its best efforts to notify
          Customer as early as possible that the reported system error is
          suspected to be beyond Metavante's responsibility, and Customer may
          incur charges as described above.

8.   DERIVATIVE WORKS. Customer is expressly prohibited from making, or
     permitting another person or entity on Customers behalf to make, any
     Derivative Work to a Program, or any portion thereof.

9.   MISCELLANEOUS.

     9.1. Export Restriction. Regardless of any disclosure made by Customer to
          Metavante of an ultimate destination of any Metavante Products,
          Customer will not export and/or re-export either directly or
          indirectly any Metavante Products without first obtaining, at the
          Customer's expense, a license from the United States government, as
          required.

     9.2. Restricted Rights. The Metavante Products are provided with RESTRICTED
          RIGHTS. Use, duplication, or disclosure by the Government is subject
          to restrictions as set forth 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, and their successor
          sections, as applicable. The manufacturer is Metavante, 4900 West
          Brown Deer Road, Milwaukee, WI 53223-0528.


                                     14
<PAGE>   98



                            APPENDIX A TO EXHIBIT D3
                               NOTICES AND LABELS

Customer shall prepare labels containing the following information and affix a
label to each diskette copy of the Software reproduced by the Customer:

1 . TrustDesk-TM-

2. Diskette       of
           -------   --------.

     3.   Licensed material - property of and copyrighted by METAVANTE
          CORPORATION.

     4.   This copy was made under METAVANTE CORPORATION's Trust Technology
          Outsourcing Agreement dated _________ and may be used only at the
          Location(s) listed in that Agreement. It may not be transferred to a
          third party.


                                      15
<PAGE>   99

                                   EXHIBIT D4
                      WEALTH MANAGEMENT TECHNOLOGY SERVICES

                              PERFORMANCE STANDARDS

     Subject to the nonoccurrence of a force majeure and the performance of
Customer's obligations described in this Agreement, Metavante agrees that the
Services will be provided in accordance with the following standard. Metavante
will initiate batch processing and have bank operations reports available for
transmission to customer or make the processed item and reports within six (6)
hours (fifteen (15) hours at year end) after receiving all input data from
Customer, and with such performance being missed not more than two (2)
processing days per calendar month. Metavante will ensure that its on-line
computing facilities are available for the processing of customer's on-line
transactions at a minimum of ninety-five percent (95%) of the time, as
prescribed by Customer, measured over a calendar month at the point of departure
from Metavante's communications controller. Metavante will process CRT
synchronous transactions in an average of 2.5 seconds as measured over a
calendar month using IBM System Monitoring Facility (SMF) or similar product.
Should Metavante not be able to achieve this objective, Metavante may recommend
network or equipment upgrades over which Customer has control and Customer shall
be responsible for making such changes or accepting the response time that it
achieved. Customer will notify Metavante in writing if these levels of
performance are not achieved, and Metavante shall have ninety (90) to meet these
performance standards. If after ninety (90) days the performance standard still
has not been met, the Customer's sole remedy shall be to either (i) terminate
the agreement without penalty upon giving Metavante written notice within thirty
(30) days after the expiration of the ninety (90) day cure period, or (ii)
accept such deficient levels which Metavante does achieve. Metavante assumes no
other liability, express or implied, with respect to its obligations set forth
in this paragraph.


                                       16

<PAGE>   100

                                   EXHIBIT D5
                      WEALTH MANAGEMENT TECHNOLOGY SERVICES

                          ATTORNEY-IN-FACT APPOINTMENT

        Customer hereby appoints Metavante Corporation ("Metavante") as: (1)
Customer's attorney-in-fact and empowers Metavante to authorize the Internal
Revenue Service (IRS) to release information return documents supplied to the
IRS by Metavante to states which participate in the "Combined Federal/State
Program"; and (2) Customer's agent to sign on Customer's behalf the Affidavit
required by the Internal Revenue Service on Form 4804, or any successor form.

                                              TEAM FINANCIAL, INC.
                                              ("CUSTOMER")
                                              8 West Peoria, Suite 200
                                              P.O. Box 402
                                              Paola KS 66071


                                              By:    /s/ Robert J. Weatherbie
                                                    -------------------------
                                              Name:  Robert J. Weatherbie
                                                    -------------------------
                                              Title: CEO
                                                    -------------------------


                                       17

<PAGE>   101

                                   EXHIBIT D6
                     WEALTH MANAGEMENT TECHNOLOGY SERVICES

                                   AFFIDAVIT

STATE OF    Kansas                     )
         ------------------------------)SS.
COUNTY OF   Miami                      )
         ------------------------------
I, Robert J. Weatherbie, being first duly sworn, on oath, depose and say:
   --------------------

     1. I am an employee of Team Financial, Inc. I have personal knowledge of my
employer's practices with regard to procuring and reporting tax identification
numbers (TINs) and authority to execute this Affidavit on my employer's behalf.

     2. Team Financial, Inc. has complied with all laws, regulations,
procedures, and requirements in attempting to secure correct TINs for its
payees. This compliance has been pursued with due diligence, and any failure to
secure correct TINs is due to reasonable cause.

                                               TEAM FINANCIAL, INC.
                                               ("Customer")


                                               By:   /s/ Robert J. Weatherbie
                                                     ------------------------
                                               Name:   Robert J. Weatherbie
                                                     ------------------------
                                               Title:  CEO
                                                     ------------------------

Subscribed and sworn to before me
this 28 day of       March            , 2001.
    ----      ------------------------
/s/ Clarene B. Prothe
--------------------------------------
Clarene B. Prothe                        Notary Public
--------------------------------------
My Commission expires: 11-25-01
                      ----------


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