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                                                                   EXHIBIT 10.10

                       ONLINE BANKING SERVICE AGREEMENT

This Agreement ("Agreement") is made and entered into by and between ONLINE
SYSTEM SERVICES, INC., a corporation organized under the laws of Colorado and
located at 1800 Glenarm Place, Denver, Colorado 80202 ("OSS" or "Company") and
CU COOPERATIVE SYSTEMS, INC., a cooperative organized under the laws of
California ("CO-OP NETWORK" or "Client") and located at 2350 South Garey Avenue,
Pomona, California 91766, with an effective date of FEBRUARY 10, 1999.

1.   Recitals

Whereas, CO-OP Network is legally organized as a cooperative that is owned by
its shareholder credit unions, and

Whereas, CO-OP Network's business is supplying electronic transaction switching
and related services to its shareholder credit unions and to other credit
unions, and

Whereas, CO-OP Network desires to include online banking services among the
services it offers its shareholder and other credit unions, and

Whereas OSS is in the business of providing online banking services to financial
institutions, and

Whereas, OSS desires to provide online banking services to CO-OP Network and to
support it in improving the quality of online banking offered its credit unions,

Therefore, OSS and CO-OP Network, intending to be legally bound by this
Agreement, agree as follows:

2.   Definitions

CO-OP Network's network - the network of interconnected ATMs, host computers,
and external systems such as credit card processors and other ATM networks.

ATMs - Automated Teller Machines.

Deluxe Electronic Payment Systems ("Deluxe") - the company that operates CO-OP
Network's electronic transaction switch for it on an outsource basis.

Switch - the computer at Deluxe that connects and routes ATM and other
electronic transactions between CO-OP Network's credit unions and between these
credit unions and other parties on the CO-OP Network's network.

Host - the computer a particular credit union uses for its internal, back-end
account maintenance and processing, which may be on-premises at the credit
union, or remote at a processing service center operated on an outsource basis.

Online Banking - Internet-based access to various banking functions such as
account information, transfers between accounts, and bill pay.

Online Banking Service - the Online Banking Service provided under this
Agreement by OSS for CO-OP Network, as used by CO-OP Network credit unions and
their members.

Online Banking System - the computer, network and telecommunications hardware,
software and data bases that provide functions and features offered in the
Online Banking Service.
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Online Banking Service Bureau - the providing of Online Banking Services by OSS
to CO-OP Network's credit unions and their members on an outsource basis.

Subscribers - members of CO-OP Network credit unions enrolled in the Online
Banking Service who use the system for online banking.

Users (of the Online Banking Service) - Subscribers, personnel of credit unions
enrolled in the Online Banking Service who perform administration of their
individual credit unions' online banking web sites or customer support, and
personnel of CO-OP Network who perform administrative or customer support for 
CO-OP Network credit unions.

EBS - Electronic Banking System licensed from Edify Corporation, which is the
software layer upon which the Online Banking System is built.

3.   Scope of Services

OSS will set up and operate an Online Banking Service Bureau on behalf of CO-OP
Network, to provide Internet-based remote banking services to CO-OP Network's
credit unions (CUs) and their members on an outsource basis.

     3.1  Initial System Design and Implementation

     OSS will set up an Online Banking System to provide Online Banking
     Services. OSS will provide or acquire and will assemble, configure and
     integrate the facilities, hardware, software, network systems,
     telecommunications lines and equipment, and other components for the
     required Online Banking System. OSS will employ the Edify Electronic
     Banking System (EBS) software as the foundation of the service, and will
     develop a custom Online Banking Service Bureau implementation for CO-OP
     Network, including integrating with the Deluxe switch and with the Bill Pay
     provider. OSS will also develop customer support materials for the program.
     Schedule A specifies the items and activities included in Initial System
     Design and Implementation. Schedule B specifies the functions and features
     to be included in the Online Banking System.

          3.1.1  Network Operations Center

          OSS will provide the appropriate computing and network equipment at
          Network Operations Center (NOC) facilities in the Denver area.

          3.1.2  Telecommunications Links

          OSS will provide T1/T3 connections to the Internet. CO-OP Network
          shall arrange for and maintain the appropriate telecommunications
          lines or links for direct connectivity from the Online Banking System
          to Deluxe and to the Bill Pay Provider. OSS will provide the required
          local access line, routers, and modems for the OSS end of the OSS-to-
          Deluxe connection and for the OSS end of the OSS-to-Bill Pay Provider
          connection, as specified in Schedule A.

          3.1.3  Bill Payment

          For bill payment, OSS will provide the front end User interface for
          bill payment and the back end system interface from the Online Banking
          System to the Bill Pay Provider, as specified in Schedule A. CO-OP
          Network will contract directly with the Bill Pay Provider for bill
          payment services, including transaction research, adjustment and
          maintenance services.

          3.1.4  Pilot Testing

          OSS shall have the Initial System Design and Implementation activities
          sufficiently complete and the system ready for a Pilot Test within six
          months of the effective date of this Agreement, 

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          assuming the Deluxe and Bill Pay provider sides of those interfaces
          are made available in a timely manner and CO-OP Network provides its
          inputs in a timely manner. The Pilot Test will involve two or three
          credit unions, each with a different host system, unless OSS and CO-OP
          Network mutually decide differently. The Pilot Test Period will be 45
          days, unless CO-OP Network and OSS mutually agree to a different
          period. The pilot credit unions will be brought up on line
          sequentially.

          For the Pilot Test, OSS will coordinate with CO-OP Network and pilot
          CU personnel to exercise the system, in order to demonstrate the
          effective working of the appropriate functions and features specified
          in Schedule B. CO-OP Network shall support this test by: contributing
          to establishing the test plan and procedures; making access available
          to appropriate systems for test purposes; establishing test accounts
          at the pilot CUs for OSS personnel; having CO-OP Network and pilot CU
          employees exercise the system using their own accounts; and
          participating in and monitoring the test.

          OSS and CO-OP Network will jointly conduct the test, making note of
          any deficiencies discovered with respect to the functions and features
          of Schedule B. OSS shall be alerted immediately as to any such
          deficiencies discovered, and OSS shall promptly work to remedy them,
          so as to allow appropriate re-testing during the Pilot Test Period.
          Before or at the conclusion of the Pilot Test Period, CO-OP Network
          will indicate acceptance, conditional acceptance or rejection of test
          results. If no specific response is given within 10 business days of
          the conclusion of the Pilot Test Period, the test results will be
          considered to have been accepted. If any deficiencies are outstanding
          at the conclusion of the Pilot Test Period, OSS will remedy them
          within 15 business days of notice in order to meet the specifications
          of Schedule B and to achieve acceptance.

          Upon acceptance of the Pilot Test results, the system will be
          considered ready for operation, and the Online Banking Service will
          then be made available to the pilot CUs' general membership, and then
          to other CO-OP Network CUs. Acceptance of Pilot Test results will
          constitute the Completion of Initial System Design and Implementation.

     3.2  Service Bureau Operation

     OSS will configure and implement individual online banking Web sites for
     the various CUs CO-OP Network enrolls in the program, and will operate them
     on a service bureau basis. For each CU implementation, OSS will provide
     training, a User guide, online help and a Web-based customer support
     knowledge base and will support User enrollment. OSS will provide ongoing
     24x7 system operation and management of each Web site, including redundant
     high bandwidth connections to the Internet and interfaces to Deluxe and the
     Bill Pay Provider. OSS will serve as Tier 2 technical support for the
     Online Banking Service, providing the CUs and CO-OP Network with support on
     technical issues requiring escalation. Schedule C specifies the items and
     activities included in Service Bureau Operation. Schedule D describes the
     overall customer service concept of operations, and the part that OSS will
     fulfill.

          3.2.1  Capacity planning

          OSS shall implement in a timely manner the online banking Web sites
          for all CUs enrolled in the Online Banking Service Bureau as they are
          signed up. Implementing such online banking Web sites for CUs will
          require OSS (and CO-OP Network) labor and other resources. CO-OP
          Network agrees to work with OSS in planning the volume of CU online
          banking sites that OSS should be prepared to handle from period to
          period, so as to avoid implementation delays or over-capacity
          problems.

          3.2.2  Test Accounts, Employee Dishonesty Insurance

          Each credit union will an online banking site will provide an
          appropriate test account that OSS can access, to support
          implementation testing and ongoing testing and troubleshooting by OSS.
          OSS

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          will maintain during the term of this Agreement coverage in the form
          of an employee dishonesty policy in the amount of $1,000,000 covering
          loss of or from damage to money and securities and property other than
          money and securities, from the fraudulent and dishonest acts,
          including wire fraud, of its employees.

     3.3  Additional Services

     OSS will provide all services to setup the service bureau and operate it
     under nominal operating conditions, as specified in paragraphs 3.1 and 3.2
     above. Additional charges would apply for work in addition to that
     specified in paragraphs 3.1 and 3.2. Examples of such additional work, for
     which additional charges would apply, are: modifying the EBS side of the
     interface to the Deluxe switch system to accommodate changes on the Deluxe
     or CU side of the interface (such as specification changes, upgrades,
     enhancements and migrations); designing or implementing system or service
     upgrades or modifications at CO-OP Network's request; adding other new or
     custom functions such as check imaging, real time loan applications, or
     "screen pops" for CU MSRs; implementing enhancements to the system or
     service as available and offered by Edify/OSS (such as Open Financial
     Exchange [OFX], bill presentment, and targeted promotions manager);and
     providing additional training on online banking.

          3.3.1  Additional Functions and Features

          It is expected that from time to time that CO-OP Network will desire
          that certain new or enhanced functions and features or related
          services be added to the Online Banking Service it offers its credit
          unions. It is the pates' intention that CO-OP Network acquire those
          additional or enhanced functions, features or services through OSS,
          under this Agreement or an amendment to it. CO-OP Network and OSS
          agree to negotiate in good faith to arrive at mutually acceptable
          terms for incorporating such additions or enhancements. If OSS is
          unable to provide certain additional or enhanced functions, features
          or services requested by CO-OP Network or declines to do so, CO-OP
          Network may obtain those additional or enhanced functions, features or
          services from a third party without violation of paragraph 4
          (Exclusive Provider), but OSS will continue to be the exclusive
          provider to CO-OP Network for the term of this Agreement of Online
          Banking Services within the scope of this paragraph 3.

          3.3.2  Task Authorization

          Additional services will be conducted by way of task orders. CO-OP
          Network will authorize work packages by written task order, which will
          include a statement of work, deliverables and pricing. Pricing will be
          as negotiated and mutually agreed for each task order. A task order
          can be time and materials (T&M) at OSS's current T&M rates, or fixed
          price, or other mutually agreed terms. Blanket task orders can be
          established to allow informal authorization (verbally for instance) of
          a series of small tasks (e.g., periodic graphics updates for a CU not
          wishing to do it itself) under that blanket task order.

4    Exclusive Provider

The pates agree that OSS will be the exclusive provider to the CO-OP Network of
Online Banking Services within the scope of paragraph 3 for the term of this
Agreement, and that OSS knowingly will provide Online Banking Services to CO-OP
Network CUs only through and with CO-OP and, for twenty-four (24) months after
Completion of Initial System Design and Implementation (as defined in paragraph
3.1.4), to any CU only after first affording CO-OP the opportunity to contract
with such CU for Online Banking Service, unless otherwise mutually agreed on a
case by case basis.

     4.1  Existing CO-OP Online Banking Service

     It is recognized that CO-OP Network currently is providing Online Banking
     Services to certain CUs under the service name Access Anywhere, and certain
     other CUs are in the process of being enrolled in the

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     service ("Access Anywhere CUs"). As of the effective date of this
     Agreement, CO-OP Network will enroll all other CUs desiring Online Banking
     Services directly into the OSS-provided service, will cease marketing the
     existing Access Anywhere service, and when reasonably possible will migrate
     the Access Anywhere CUs to the OSS-provided service covered by this
     Agreement. CO-OP Network agrees to use reasonable effort to persuade the
     Access Anywhere CUs to change to the OSS service in a reasonably timely
     manner. It is recognized that the Access Anywhere CUs have certain
     contractual rights that allow them to make the ultimate decision as to when
     to migrate. If despite CO-OP Network's reasonable efforts, certain of these
     CUs decline to change to the OSS-provided service in a reasonably timely
     manner, CO-OP Network may continue to provide these CUs with Access
     Anywhere service without violation of the exclusive provider provisions of
     this paragraph 4.

     4.2  Existing OSS Online Banking Service

     It is recognized that OSS offers services similar or identical to the
     Online Banking Services to financial institutions other than through this
     Agreement. Should OSS have any CU as a client, OSS may continue to provide
     that CU with such services outside the scope of this Agreement without
     violation of the exclusive provider provisions of this paragraph 4.

5    Fees and Payment Terms

CO-OP Network will pay OSS for the services provided under this Agreement in the
following manner.

     5.1  Initial System Design and Implementation Fee

     CO-OP Network will pay OSS an Initial System Design and Implementation fee
     in the amount specified in Schedule F. This fee is payable upon execution
     of this Agreement.

     5.2  Service Bureau Monthly Fee

     CO-OP Network will pay OSS a monthly fee to operate and maintain the Online
     Banking System and Service, in the amount specified in Schedule F. OSS will
     invoice CO-OP Network monthly, and COOP Network agrees to pay monthly.

     5.3  Credit Union Setup Fee

     CO-OP Network will pay OSS a setup fee for each credit union when it is
     enrolled in the service bureau, in the amount specified in Schedule F. This
     amount is payable to OSS prior to OSS's commencing work on implementing the
     online banking Web site for that credit union.

     5.4  Credit Union Monthly Fee

     CO-OP Network will pay OSS a credit union monthly fee for all credit unions
     enrolled in the system at month end, in the amount specified in Schedule F.
     OSS will invoice CO-OP Network monthly, and CO-OP Network agrees to pay
     monthly.

     5.5  Subscriber Monthly Fees

     CO-OP Network will pay OSS a subscriber monthly fee for all Subscribers
     enrolled in the system at month end, in the amount specified in Schedule F.
     OSS will invoice CO-OP Network monthly, and CO-OP Network agrees to pay
     monthly.

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     5.6  Transaction Fee

     CO-OP Network will pay OSS a transaction fee for transactions performed
     through Deluxe, in the amount specified in Schedule F. OSS will invoice CO-
     OP Network monthly, and CO-OP Network agrees to pay monthly.

     5.7  Months and Years Defined

     The fees to be paid monthly are based on activity during the month (such as
     operating the service for the month, adding CUs, or processing a certain
     number of transactions through Deluxe) or totals at end of month (such as
     number or enrolled CUs or Subscribers). And several fee levels as specified
     in Schedule F vary according to year. For invoicing purposes, a month is a
     calendar month, and years begin counting at the 1st of the next calendar
     month after Completion of Initial System Design and Implementation as
     defined in paragraph 3.1.4. Any fractional month between Completion of
     Initial System Design and Implementation and the l~ of the next calendar
     month, or at the end of the Term of this Agreement, will be treated on a
     pro rata basis based on number of days.

     5.8  Future Changes in Laws or Regulations
     If future changes in the laws or regulations affecting the business of CO-
     OP Network or any CO-OP Network CU require OSS to incur material changes to
     the Online Banking Services provided under this Agreement, the pates agree
     that they will negotiate and mutually agree to the changes required and any
     resulting adjustments in the fees payable by CO-OP Network to OSS under
     this Agreement.

     5.9  Changes in Technology

     OSS will render the Online Banking Services under this Agreement using the
     EBS software available from and supported by Edify. CO-OP Network will
     cooperate with OSS with the use of any upgrades to the EBS required by
     Edify. If at any time during the term of this Agreement other changes in
     the software or other technology used for rendering the Online Banking
     Services under this Agreement are reasonably required or requested by
     either party, OSS and CO-OP Network will negotiate and mutually agree to
     the applicable changes and any resulting adjustments in the fees payable by
     CO-OP Network to OSS under this Agreement.

     5.10  Fees for Additional Services

     OSS will invoice CO-OP Network monthly for any additional service work
     performed under the provisions of paragraph 3.3, with amounts detailed by
     task order. Billing will include any incurred T&M charges, as well as any
     initial, progress or final payments that are part of fixed price task
     orders.

     5.11  Residual Costs Fee

     Upon conclusion of the Term of this Agreement, or upon any early
     termination, CO-OP Network will pay OSS a Residual Costs Fee, which is
     intended to cover unabsorbed setup costs associated with adding new
     Subscribers towards the end of the service, in the amount specified in
     Schedule F.

     5.12  Invoices

     Invoices will include applicable sales taxes, if any. Invoices will be due
     and payable thirty (30) days of receipt of the invoice. If with respect to
     any amount which is not at the time subject to a good-faith dispute, CO-OP
     Network fails to pay such amounts when due, OSS may, at its option and
     after giving at least twenty-one (21) days' prior written notice,
     discontinue furnishing the Online Banking Services specified in paragraph 3
     until all past due amounts are paid in full.

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6    Term of Agreement

This Agreement will remain in force for five (5) years ("Initial Term") from the
date of Completion of Initial System Design and Implementation, as defined in
paragraph 3.1.4. At its sole option to be exercised by CO-OP Network by written
notice given not less than 270 days before the end of the Initial Term, this
Agreement may be extended for an additional term of five (5) years. Thereafter
(or at the end of the Initial Term if CO-OP Network fails to extend for an
additional five year (5) term), the Agreement will automatically renew and
extend for successive one (1) year terms unless contrary notice in writing is
given by CO-OP Network or OSS at least one hundred eighty (180) days prior to
termination of the then current term. The Initial Term and any renewal terms are
together referred to as the "Term" of this Agreement.

If CO-OP Network exercises its option to extend for an additional five (5) year
term, then within thirty days of receipt of that notice by OSS, OSS may
nonetheless terminate this Agreement and the relationship at the end of the
Initial Term by arranging for a transfer to CO-OP Network of all items held in
escrow pursuant to Section 14.1, below, to occur at the end of the Initial Term.
Upon such transfer, CO-OP Network shall pay through the escrow the sum of Two
Hundred Fifty Thousand Dollars ($250,000) to OSS, in addition to any amounts
payable pursuant to Section 14.1.

7    Early Termination for Business Reasons

The parties acknowledge that they are entering into this Agreement with the
expectation that a significant number of CO-OP Network CUs and their members
will subscribe to the Online Banking Service covered by this Agreement. If there
are fewer than 25,000 Subscribers (actual or reasonably anticipated) enrolled in
the Online Banking Service by the third anniversary of Completion of Initial
System Design (as defined in paragraph 3.1.4), either party may, no later than
(30) days after the third anniversary date, give notice of its intent to
terminate this Agreement early, provided the effective date of termination as
specified in said notice follows the date of the notice by at least one hundred
eighty (180) days. Should a party make such a call for early termination, the
parties agree to work together to plan and implement a controlled wind-down of
service. It is acknowledged that this controlled wind-down may entail OSS
performing additional work that will need to be covered under the provisions of
paragraph 3.3, and the parties agree to work together in good faith to define
and implement the wind-down and termination of the Agreement.

8    Confidential Information

     8.1  Acknowledgment of Confidentiality

     Each party hereby acknowledges that it may be exposed to confidential and
     proprietary information of the other party, or related third parties such
     as Edify or Deluxe, including, without limitation, technical information
     (specifications, designs, drawings, analysis, research, processes, computer
     programs, methods, ideas, "know how" and the like), business information
     (sales and marketing research, materials, plans, accounting and financial
     information, personnel records and the like) and other information
     designated as confidential expressly or by the circumstances in which it is
     provided ("Confidential Information"). Confidential Information does not
     include (i) information already known or independently developed by the
     recipient; (ii) information in the public domain through no wrongful act of
     the recipient, or (iii) information received by the recipient from some
     third party who was free to disclose it.

     8.2  Covenant Not to Disclose

     With respect to the other party's Confidential Information or a related
     third party's Confidential Information obtained from the other party, the
     recipient hereby agrees that during the Term and at all times thereafter it
     will not use, commercialize or disclose such Confidential Information to
     any person or entity, except to its own employees having a "need to know"
     (and who are themselves bound by similar nondisclosure restrictions), and
     to such other recipients as the other party may approve in writing;
     provided, that all such recipients will have first executed a
     confidentiality agreement in a form acceptable

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     to the owner of such information. Neither party nor any recipient may alter
     or remove from any software or associated documentation owned or provided
     by the other party any proprietary, copyright, trademark or trade secret
     legend. Each party will use at least the same degree of care in
     safeguarding the other party's Confidential Information as it uses in
     safeguarding its own confidential information. Upon termination of this
     Agreement for any reason, each party will use its best effort to effect the
     return of all such Confidential Information obtained from the other party
     in its possession or under its control and will cease using it in any way.
     The terms and conditions of this Agreement, including, without limitation,
     the fees payable by CO-OP Network, shall be considered confidential
     information of OSS, subject to the nondisclosure restrictions under this
     paragraph 8.2.

9    Reliance on Information Provided

OSS will rely on the accuracy of all information provided to OSS by CO-OP
Network. CO-OP Network will promptly inform OSS of any such incorrect data or
information, bear the cost of correction and pay any damages arising therefrom.

10   Data Security

The Online Banking System will contain data on the members of the CO-OP Network
credit unions who use the system (CO-OP Network User Data). This data will
include such items as User IDs, PINs, bill payment payee and payment lists, and
certain bill payment and account history data. OSS acknowledges that CO-OP
Network User Data will remain the property of CO-OP Network, and agrees to
provide CO-OP Network, upon its reasonable request, with copies of the CO-OP
Network User Data in a mutually agreed form.

     10.1  Restricted Access

     OSS will implement reasonable security precautions designed to restrict
     external access to CO-OP Network User Data so that a User will only be able
     to access his own data in the CO-OP Network User Data, and only his credit
     union and CO-OP Network will have administrative access to a User's data.

     10.2  Data Integrity

     OSS will implement reasonable security precautions designed to prevent the
     loss or alteration of COOP Network User Data.

     10.3  Data Retention

     OSS shall retain copies of all CO-OP Network User Data and Online Banking
     System transaction logs and reports for at least 1 year. OSS agrees to
     notify CO-OP Network 30 days in advance of any plan to dispose of any such
     data, and will provide archive copies of such data to CO-OP Network prior
     to such disposition if so requested.

11   Disaster Recovery

OSS will maintain a disaster recovery plan and will perform disaster recovery
preparations including maintenance of current backup tapes stored off-site from
the Network Operations Center (NOC). In the event of a disaster, OSS shall
execute its disaster recovery plan, which will include provisions for acquiring
and integrating appropriate replacement computing and network equipment at the
NOC or at a backup NOC as required, re-establishing appropriate
telecommunications links as required, and re-installing software and databases
from backup tapes as required. Such disaster recovery systems shall be tested no
less than annually and results made available to CO-OP Network. OSS shall
exercise its best efforts, consistent with its obligations to its entire
customer base and to the extent within the reasonable control of OSS, to
reestablish the Online Banking Service at the earliest possible time following a
disaster.

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12   Minimum Performance Requirements

OSS recognizes the importance to CO-OP Network of high availability of the
Online Banking Services specified in paragraph 3.2, including high reliability
of the online banking web site and high levels of responsiveness to customer
support requirements. OSS therefore agrees to meet the minimum performance
criteria specified in Schedule E.

13   Default

     13.1  Declaration of Default

     Either party may be declared in default of this Agreement upon written
     notice thereof (describing the default and [as best the party is able] the
     steps necessary to correct the default) if it breaches any material
     provision of this Agreement and fails for ten (10) days after receipt of
     written notice of default to correct such default or to commence corrective
     action reasonably acceptable to the other party and proceed with due
     diligence to completion. If the alleged default cannot reasonably be
     corrected within such ten (10) day period, the party allegedly in default
     will have up to an additional twenty (20) days to correct the default so
     long as that party uses all reasonable efforts to correct the default as
     soon as reasonably possible during that twenty (20) day period.

     13.2  Bankruptcy, Insolvency

     Either party may be declared in default of this Agreement upon written
     notice thereof if it files for bankruptcy or has a petition filed against
     it which has not been dismissed within ninety (90) days, or becomes
     insolvent, or if any substantial part of such party's property becomes
     subject to any levy, seizure, assignment, application of sale for or by any
     creditor or governmental agency, and in any such event, the non-defaulting
     party may also declare all amounts due, and to become due, immediately due
     and payable.

     13.3  Termination for Default

     Should either party be declared in default and that default not be timely
     corrected, the party not in default, at its option, may, upon written
     notice thereof after expiration of the applicable time period in Section
     13.1 above, terminate this Agreement and declare all amounts immediately
     due and payable. The remedies contained in this paragraph are cumulative
     and are in addition to all other rights and remedies available under this
     Agreement or at law or in equity.

14   Software Escrow

OSS agrees to keep and maintain in escrow pursuant to an escrow agreement
attached hereto as Schedule G with an escrow agent acceptable to CO-OP current
executed copies of an Edify License Transfer Agreement (an unexecuted copy of
which is attached hereto as Schedule H) and the EBS Application Software
together with all reasonably available documentation for said Software and
business processes employed in providing the Online Banking Service. The escrow
agreement will authorize and obligate the escrow agent to release the EBS
Application Software and documentation to CO-OP Network upon receipt of a letter
of request from CO-OP Network. CO-OP agrees that it will only execute and
deliver a letter of request to the escrow agent if it is able to represent
therein that OSS is in default under this Agreement and such default has not
been timely cured pursuant to this Agreement.

     14.1  Edify License Transfer

     OSS will maintain with the escrow agent a current executed Edify License
     Transfer Agreement. This agreement will effect a transfer from OSS to CO-OP
     Network of the Edify Electronic Banking System software and service bureau
     licenses obtained by OSS and in use for the Online Banking Services
     pursuant to this Agreement. The Transfer Agreement will include provisions
     for CO-OP Network to pay OSS the

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     then remaining value of the Edify licenses, calculated using a straight-
     line 5-year amortization schedule applied to the actual purchase prices and
     dates of original acquisition by OSS from Edify.

     14.2  EBS Application Software

     OSS will provide the escrow agent with a copy of the EBS Application
     Software and a license for COOP Network to use that software to provide
     Online Banking Services to CO-OP Network member credit unions. EBS
     Application Software is that software developed and implemented by OSS for
     use in support of the Online Banking Services delivered to CO-OP Network
     under this Agreement. This software includes the configuration parameters
     needed to operate the CO-OP Network EBS system, the application code needed
     to execute the CO-OP Network EBS system (including EBS application code for
     the Deluxe and Bill Pay Provider interfaces), the CO-OP Network EBS
     database schemas, and the supporting HTML and active server page scripts,
     and applicable operating manuals. OSS agrees to provide the escrow agent
     copies of this Application Software on no less than a quarterly basis
     throughout the term of this Agreement, and also when major upgrades occur.

15   Insurance, Indemnity

Each party will maintain adequate insurance protection covering its respective
activities hereunder, including coverage for statutory workers' compensation,
comprehensive general liability for bodily injury and property damage, as well
as adequate coverage for vehicles. Each party hereto waives any claim against
the other to the extent it is reimbursed by its own insurance carrier. To the
extent a party is not reimbursed by its own insurance carrier, each party will
indemnify, defend and hold the other harmless from all claims, liability,
settlements, costs and expenses, including reasonable attorneys' fees, for loss
or damage to the extent and in the proportion resulting from the acts or
omissions of its own officers, agents, employees or representatives. Each party
does waive as against the other party to this Agreement all rights of
subrogation it or those claiming through it might have.

16   Covenants, Representations, Warranties and Limitation on Liability

The parties acknowledge that the following provisions reflect a fair allocation
of risk:

     16.1  Warranties

     OSS warrants, to the extent warranted by Edify to OSS, that (i) the use of
     the EBS for the Online Banking Services rendered under this Agreement will
     not infringe any patents or copyrights under United States law and (ii) the
     EBS is "Year 2000 Compliant." "Year 2000 Compliant" means (to the extent
     that other information technology, used in combination with the EBS,
     properly exchanges date/time data with the EBS) the EBS as provided by
     Edify will accurately process date/time data from, into and between the
     twentieth and twenty-first centuries, and the years 1999 and 2000 in
     accordance with the Edify-supplied documentation. OSS warrants that it will
     exercise reasonable care in the performance of its obligations under this
     Agreement. OSS makes no other warranties, express or implied, including
     without limitation, any warranty of merchantability or fitness for a
     particular purpose with respect to the services provided hereunder. OSS
     agrees to provide to CO-OP timely and substantive responses to any
     inquiries submitted by CO-OP concerning the status of the Online Banking
     System in relation to year 2000 compliance. If such responses will require
     OSS to incur costs outside the normal course of business, CO-OP will
     reimburse OSS for these costs.

     16.2  Limitation of Liability

     OSS's MAXIMUM AGGREGATE LIABILITY FOR DAMAGES TO CO-OP NETWORK SHALL BE
     LIMITED TO ACTUAL, DIRECT AND OUT-OF-POCKET MONEY DAMAGES SUFFERED OR
     INCURRED BY CO-OP NETWORK IN AN AMOUNT NOT TO EXCEED THE AMOUNT OF THE FEES
     PAID BY CO-OP NETWORK TO OSS FOR THE THREE CALENDAR MONTHS IMMEDIATELY
     PRECEDING THE MONTH IN WHICH THE EVENT OCCURRED THAT GAVE

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     RISE TO THE DAMAGES, OR $2,500,000, WHICHEVER IS LESS. THE PROVISIONS OF
     THIS PARAGRAPH APPLY EVEN THOUGH THE LOSS OR DAMAGE, IRRESPECTIVE OF CAUSE
     OR ORIGIN, RESULTS, DIRECTLY OR INDIRECTLY, EITHER FROM PERFORMANCE OR
     NONPERFORMANCE OF OBLIGATIONS IMPOSED BY THIS AGREEMENT.

     16.3  Limitation on Certain Kinds of Damages and Third Party Actions

     IN NO EVENT WILL OSS BE RESPONSIBLE FOR (A) PUNITIVE OR EXEMPLARY DAMAGES
     OF ANY KIND, OR LOST REVENUES OR PROFITS, REGARDLESS OF WHETHER IT WAS
     ADVISED, HAD REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF; OR
     (B) FOR ANY LOSS OR DAMAGE TO CO-OP NETWORK, DIRECT OR CONSEQUENTIAL,
     ARISING OUT OF OR IN ANY WAY RELATED TO ACTS OR OMISSIONS OF THIRD PARTIES
     INCLUDING, BUT NOT LIMITED TO, BILL PAYMENT SYSTEM PROVIDERS AND
     TELECOMMUNICATION CARRIERS. NEITHER PARTY SHALL SEEK, OR OTHERWISE APPLY
     FOR, ANY PUNITIVE OR EXEMPLARY DAMAGES.

     16.4  Factors Beyond Control

     OSS will not be in default under this Agreement or liable for any delay or
     other failure of performance caused by factors beyond its reasonable
     control, such as, but not limited to, strikes, insurrection, war, fire,
     floods, earthquakes, lack of energy, acts of God, governmental acts or
     regulation, power outages, telecommunications failures or delays, or acts
     of third parties. Any right of termination or other remedy under this
     Agreement shall be delayed during the occurrence of any event described in
     this Section 16.4 so long as OSS continues to use reasonable efforts to
     restore its ability to continue to comply with this Agreement. OSS will not
     be in default under this Agreement if, after the date of this Agreement,
     any law, regulation, or ordinance, whether federal, state, or local,
     becomes effective that substantially prevents the ability of OSS to perform
     services hereunder. In such event OSS will have the right to terminate this
     Agreement upon one hundred eighty (180) days written notice to Client.

     16.5  CO-OP Network Covenants

     CO-OP Network covenants and agrees that it shall include in its customer
     contracts covering the resale of Online Banking Service a provision
     substantially as follows: "The CO-OP Network, its officers, directors,
     employees, agents and suppliers shall have no liability for delay or
     failure of performance in any manner whatsoever caused or contributed to by
     factors beyond the reasonable control of such parties."

     16.6  Authority, No Conflict

     Each party represents that it has the full right, power and authority to
     enter into this Agreement and to perform its obligations under this
     Agreement. Each party acknowledges that this Agreement constitutes a legal,
     valid and binding obligation on it enforceable against it in accordance
     with the terms of this Agreement. Each party warrants that its entering
     into and performing under this Agreement will not result in a breach nor
     constitute a default under its certificate of incorporation or bylaws or
     any agreement or instrument to which it is a party or by which it or its
     assets are bound.

17   Disputes, Governing Law

     17.1  Arbitration

     Any controversy, claim or dispute between the parties hereto including but
     not limited to those arising out of or relating to this Agreement or any
     related agreements or instruments, including any claim based-on or arising
     from an alleged tort, shall be determined by binding arbitration in
     accordance with the Federal Arbitration Act (or if not applicable, the law
     of Colorado). Judgment upon any arbitration award may be entered in any
     court having jurisdiction. Any party to this Agreement may bring an action,
     including a summary or expedited proceeding, to compel arbitration of any
     controversy or claim to which this

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<PAGE>
 
     Agreement applies in any court having jurisdiction over such action.
     Neither party will initiate an arbitration proceeding until the parties
     have, during at least a thirty (30) day period, used reasonable efforts to
     attempt to resolve any dispute or claim under this Agreement.

     17.2  Venue

     The arbitration shall be conducted in Denver, Colorado, if initiated by CO-
     OP Network, and in Los Angeles County, California, if initiated by OSS. All
     arbitration hearings will be commenced within ninety (90) days of the
     demand for arbitration; further, the arbitrator shall only, upon a showing
     of cause, be permitted to extend the commencement of such hearing for up to
     an additional sixty (60) days.

     17.3  Governing Law

     This Agreement shall be construed and enforced in accordance with the laws
     of the State of Colorado without regard to choice of law principles.

18   Audit and Inspection

Upon reasonable advance notice to OSS, CO-OP Network may at its expense during
business hours inspect and audit the records of OSS pertaining to the
calculation of fees payable under this Agreement. In addition, OSS will arrange
annually for a third party review of its systems, controls and operations, and
will make the results of that review available to CO-OP Network.

19   Notices

Service of all notices under this Agreement shall be in writing and sent by U.S.
Certified Mail, return receipt requested, postage paid, or by national overnight
delivery carrier such as FedEx, addressed to the party to be served notice at
the following address:

Online System Services, Inc.
1800 Glenarm Place, 8th Floor
Denver, Colorado 80202
(303) 296-9200
Attention: ____________________

The CO-OP Network
2350 South Garey Avenue
Pomona, California 91766
(800) 782-9042
Attention: ____________________

20   Trademarks, Publicity and Branding

OSS and CO-OP Network will not use each other's trademarks or service marks
without the other party's prior written consent, which will not be unreasonably
withheld. OSS and CO-OP Network may use each other's name, with consent, in
customer lists and will cooperate with each other with publicity and marketing
activities. CO-OP may "brand" the Online Banking Service provided by OSS by
using the "ACCESS ANYWHERE" brand or another brand of its determination.

                                      -12-
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21   Continuing Obligations

CO-OP Network's and OSS's continuing obligations under this Agreement include,
without limitation, those relating to Confidential Information as set forth in
paragraph 8, those relating to limitation of liability as set forth in paragraph
16, those relating to indemnification as set forth in paragraph 15, and all
other obligations which expressly state that they survive. These continuing
obligations shall survive and continue in effect after the termination of this
Agreement.

22   General

     22.1  Client acknowledges that it has not been induced to enter into this
     Agreement by any representation or warranty not set forth in this
     Agreement. This Agreement contains the entire agreement of the pates with
     respect to its subject matter and supersedes all existing agreements and
     all other oral, written or other communications between them concerning its
     subject matter. This Agreement shall not be modified in any way unless it
     is in written form and signed by both pates.

     22.2  Neither party will assign this Agreement without the prior written
     consent of the other party, such consent not to be unreasonably withheld.
     No consent shall be required for the assignment of this Agreement by either
     party in connection with a merger or sale of substantially all of the
     assets of a party, provided that the affected party provides the other
     party prompt notice of the transaction. This Agreement shall be binding on
     OSS and CO-OP Network and their respective successors and assigns. Any
     assignment in violation of this Section 22.2 shall be void.

     22.3  If any provision of this Agreement (or any portion thereof) shall be
     held to be invalid, illegal or unenforceable, the validity, legality or
     enforceability of the remainder hereof, shall not in any way to be affected
     or impaired thereby.

     22.4  Waiver of any provision hereof in one instance shall not preclude
     enforcement thereof on future occasions.

     22.5  The headings in this Agreement are intended for convenience of
     reference and shall not affect its interpretation.

     22.6  The individuals executing this Agreement on behalf of OSS and Client
     do each hereby represent and warrant that they are duly authorized by all
     necessary action to execute this Agreement on behalf of their respective
     principals.

     22.7  This Agreement includes each of the Schedules referred to herein,
     which are incorporated in this Agreement by reference.

                                      -13-
<PAGE>
 
EXECUTED in multiple originals on the dates shown below.

THE CO-OP NETWORK                       ONLINE SYSTEM SERVICES


By: /s/                                 By: /s/
   -------------------------------         ---------------------------------


Name:_____________________________      Name:_______________________________
            (please print)                           (please print)


Title:____________________________      Title:______________________________


Date:_____________________________      Date:_______________________________

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