Exhibit 10.1




	SERVICES
    AGREEMENT
	 	 	 
	BISYS Information Solutions L.P.	 	Contract No 1922.
	11 Greenway Plaza	 	Price List No. 01-04
	Houston, Texas 77046-1102	 	 
	 	 	 
	Client 
    Greater Buffalo Savings Bank	 	 
	Address 2421 Main Street, Buffalo, New York
    14214	 	 
	 	 	 
	1.  SCOPE OF AGREEMENT	 	 
	 	 	 
	
BISYS Information Solutions L.P. ("BISYS") shall
provide Client, in accordance with this Agreement, the services selected by
Client from BISYS' then applicable Standard Services Price List and/or Special
Services Price List (collectively, the "Price Lists") (collectively, the
"Services"). BISYS shall provide the reports listed on the Standard Reports List
and Special Reports List as applicable to the Services selected by Client. The
current Price Lists are attached hereto and made a part hereof. 

    


	 	 
	2.

      	TERM OF AGREEMENT

    
	A.

      	The initial term of this
    Agreement shall commence July 1, 2004 (the "Initiation Date") and end 65
    full calendar months thereafter (the "Initial Period").

    
	B.

      	The Agreement shall
    automatically continue after the Initial Period for subsequent consecutive
    terms of three years each unless and until it is terminated by either party
    upon written notice to the other given at least 180 days prior to the end of
    the Initial Period or any additional three year period.

    
	C.

      	If Client has given BISYS
    notice pursuant to Paragraph 2(B) and Client intends to deconvert from the
    BISYS data processing system ("BISYS System"), Client may, upon written
    notice to BISYS given at any time during the final 120 days of this
    Agreement (as determined in accordance with 2(B) above) or any extension
    hereof pursuant to this Paragraph 2(C), extend the termination date to the
    date indicated in such notice, which date shall not be, in any event, less
    than 120 days after the date of such notice. Commencing at the end of the
    Initial Period or any renewal period (as applicable), Client shall pay for
    Services at the prices set forth in the then current BISYS Price Lists
    notwithstanding the giving of extension notice.

    
	D.

      	Continuing obligations under
    this Agreement are those relating to "BISYS Products" (defined in Paragraph
    9(A)); "Confidential Information" (defined in Paragraph 9(F)) and "Client
    Files" (defined in Paragraph 7(A)), which continuing obligations shall
    survive any termination of this Agreement.

    
	 	 
	3.

      	CHARGES

    
	A.

      	Each month commencing on the
    Initiation Date, whether or not Client actually uses any Services during
    such month, Client shall pay a minimum monthly charge equal to the greater
    of (i) $15,000.00 (ii) BISYS' charges for the Services actually used by
    Client during such month; (iii) 80% of the charges invoiced to Client during
    the immediately preceding month; or (iv) 80% of the charges invoiced to
    Client for the month immediately preceding any deconversion by Client if
    Client deconverts from the BISYS System.

    
	B.

      	The initial charges for the
    Services are specified in the Price Lists, and shall be recorded by the
    BISYS System or by any other means used by BISYS of determining Client's
    usage. The charges for the Services listed on the Standard Services Price
    List as of the date hereof will not be changed by BISYS until the expiration
    of the first year following Initiation Date. Thereafter, during the
    remaining term of the Initial Period, the charges for the Services listed on
    the Standard Services Price List may be changed by BISYS at any time and
    from time to time upon at least 90 days prior written notice to Client.
    During the Initial Period, the charges for the Services listed on the
    Special Services Price List as of the date hereof may be changed by BISYS at
    any time after the date hereof upon at least 90 days prior written notice to
    Client. After the Initial Period, the charges for the Services listed on the
    Price Lists shall automatically, and without notice, be changed to BISYS'
    standard (non-discounted) list prices then in effect for the respective
    Services; such prices may, thereafter, be changed by BISYS, at any time and
    from time to time, upon at least 90 days prior written notice to Client.

    
	C.

      	There shall be added to all
    charges for the Services furnished Client hereunder amounts equal to any
    applicable taxes levied or based on such Services, exclusive of taxes based
    on BISYS' income.

    
	D.

      	No later than the 5th day of
    each calendar month, BISYS shall invoice (the "Monthly Invoice") Client: (i)
    all Services used by Client during the previous calendar month (the "Billing
    Month"); and (ii) the charges in arrears for any applicable third party
    services, including, but not limited to, telecommunication charges, ATM, and
    Internet banking charges utilized by Client during the prior month as the
    charges for such third party services for the Billing Month. Client agrees
    to pay all amounts set forth in the Monthly Invoice by automatic debit by
    BISYS on the last business day of the Billing Month from a Client bank
    account established for this purpose (the "Payment Account"). Client agrees
    to execute any and all required documentation to enable BISYS to perform
    such automatic debiting of the Payment Account. If Client fails to pay any
    amounts due under this Agreement, Client shall, upon demand, pay interest at
    the rate of 1-1/2% per month, but in no event more than the highest interest
    rate allowable, on such delinquent amounts from their due date until the
    date of payment. Client agrees to reimburse BISYS for any and all expenses
    BISYS may incur, including reasonable attorney fees, in taking action to
    collect any amounts due BISYS hereunder. All amounts due must be paid prior
    to Client's deconversion from the BISYS System.

    
	 	 
	4.

      	AVAILABILITY OF THE SERVICES

    
	A.

      	Hours for accessing Services on
    an on-line basis ("On-Line Hours") at the BISYS data center providing
    Services to Client ("Data Center") are 7:00 A.M. to 9:00 P.M. Monday through
    Friday and 7:00 A.M. to 5:00 P.M. Saturday (Data Center time) exclusive of
    BISYS holidays (New Years Day, Memorial Day, Independence Day, Labor Day,
    Thanksgiving Day and Christmas Day). A particular Service may also be
    available at other than OnLine Hours; in which event Client may, at its
    option and subject to any additional charges therefor, use that Service at
    such other times.

    
	B.

      	BISYS will make every
    reasonable effort to have the Services available during the On-Line Hours.
    However, BISYS cannot and does not guarantee such availability. Accordingly,
    Client's remedy and BISYS' sole liability to Client or any third party for
    claims, notwithstanding the form of such

    


1 



 

	 	claims (e.g., contract, negligence or otherwise),
arising out of (i) the unavailability of the BISYS System or (ii) the
interruption in or delay of the Services provided or to be provided by BISYS
hereunder, shall be for BISYS to use all reasonable efforts to make the BISYS
System available and/or to resume the Services as promptly as reasonably
practicable. 
    
	C.

      	Client shall, at it's expense,
    be responsible for delivering and transmitting to and from Client's offices,
    the offices of the applicable regulatory authorities and any other location
    authorized by Client, and the Data Center all data and information necessary
    for BISYS to furnish the Services to Client.

    
	 	 
	5.

      	USE OF THE SERVICES

    
	A.

      	Client is exclusively
    responsible for the consequences of its own actions; for any instructions it
    gives BISYS; for its failure to access the Services in the manner prescribed
    by BISYS, and for its failure to supply accurate input information. Client
    is responsible for auditing, balancing, verifying the correctness of
    calculation routines (such as interest and service charges) and reconciling
    any out-of-balance condition, and for notifying BISYS of any errors in the
    foregoing within three business days after receipt of the incorrect
    information. Client's remedy and BISYS' sole liability to Client or any
    third party for any claims, notwithstanding the form of such claims (e.g.,
    contract, negligence or otherwise), arising out of errors or omissions in
    the Services provided or to be provided by BISYS hereunder and caused by
    BISYS shall be for BISYS to furnish the correct report and/or to correct the
    applicable Client Files, provided that Client promptly advises BISYS
    thereof.

    
	B.

      	Client shall use the Services
    in accordance with such reasonable instructions as may be established by
    BISYS from time to time as set forth in any written materials furnished by
    BISYS to Client.

    
	C.

      	Except as otherwise permitted
    by BISYS, Client will use the Services only for its own internal and proper
    business purposes and will not sell or otherwise provide, directly or
    indirectly, any of the Services or any portion thereof to any third party.

    
	D.

      	Client shall not make any
    alteration, change or modification to any of the computer programs, data
    bases and/or BISYS supported files used by BISYS in connection with
    providing the Services to Client hereunder, without BISYS' prior written
    consent in each instance.

    
	E.

      	BISYS shall give Client written
    notice of any BISYS system change that materially affects Client. Nothing
    herein shall preclude or limit BISYS' ability to make changes to its data
    processing system.

    
	 	 
	6.

      	COMMUNICATION LINES AND
    EQUIPMENT.

    
	A.

      	BISYS shall order, on Client's
    behalf and with Client's approval, the installation of appropriate telephone
    lines and communications equipment to enable Client to access the Services.
    Client shall pay all charges relating to the installation and use of such
    telephone lines and communications equipment.

    
	B.

      	BISYS shall not be responsible
    for the reliability, or continued availability, of telephone lines and
    communications equipment used by Client in accessing the Services.

    
	 	 
	7.

      	FILE SECURITY AND RETENTION.

    
	A.

      	Any Client databases and files
    or other information provided by Client to BISYS for use with the Services
    (the "Client Files") shall remain the confidential property of Client. BISYS
    will provide reasonable security provisions to insure that third parties do
    not have access to the Client Files. BISYS reserves the right to issue and
    change regulations and procedures from time to time to improve file
    security. BISYS will instruct its employees having access to the Client
    files to keep the same confidential by using the same care and discretion
    that BISYS uses with respect to its own confidential property.

    
	B.

      	BISYS will take reasonable
    precautions to prevent the loss of, or alteration to, Client Files, but
    BISYS cannot guarantee against any such loss or alteration. Accordingly,
    Client will, to the extent deemed necessary by Client, keep copies of all
    source documents of information delivered to BISYS and will maintain a
    procedure external to the BISYS System for the reconstruction of lost or
    altered Client Files. In connection with the foregoing, it is understood
    that Client shall assume and be responsible for risk of loss and/or damage
    to documents and records while they are in transit to and from the Data
    Center.

    
	C.

      	During the term of this
    Agreement, BISYS will retain the Client Files in accordance with, and to the
    extent provided by BISYS' then prevailing records retention policies for the
    Services, which policies will be consistent with guidelines covering the
    Services established by appropriate regulatory authorities. BISYS will, upon
    the expiration of any retention period for Client Files, dispose of Client
    Files in any manner deemed appropriate by BISYS unless Client, prior to such
    disposal, furnishes to BISYS written instructions for the disposition of
    such Client Files at Client's expense. Client shall pay for the provision of
    Client Files to Client at BISYS' standard rates for such services and BISYS
    shall provide such Client Files provided that BISYS has been paid for all
    Services provided hereunder through the date such requested Client Files are
    returned to Client.

    
	D.

      	BISYS acknowledges that the
    Client Files contain nonpublic personal information (hereinafter, "NP
    Information"), as defined by the provisions of the Gramm-Leach-Bliley Act
    (See 15 U.S.C. § 6809) and regulations promulgated thereunder. BISYS agrees
    not to use or disclose such NP Information other than to carry out the
    purposes for which such NP Information is disclosed to BISYS. In the event
    that BISYS is requested or required to disclose any of Client's confidential
    information pursuant to but not limited to, interrogatories, requests for
    information, subpoenas or similar process, BISYS will provide Client with
    written notice of any such request or requirement for information promptly
    or in any case prior to disclosure.

    
	E..

      	BISYS has a written Disaster
    Recovery Plan establishing emergency procedures, including off-premises
    backup facility. In connection therewith, BISYS has prepared a Disaster
    Recovery Manual. The Disaster Recovery Plan and Disaster Recovery Manual are
    available at the Data Center for examination by bank auditors and examiners
    and, as they may be modified from time to time, will remain in existence
    during the term of this Agreement. BISYS shall provide Client, upon written
    request, with information necessary for Client to develop a disaster
    contingency plan that will work in concert with BISYS' Disaster Recovery
    Plan.

    
	 	 
	8.

      	DUTIES UPON TERMINATION;
    RETURN OF RECORDS.

    


2 



	A.

      	Upon the termination of this
    Agreement for any reason, BISYS will dispose of all Client Files still in
    the BISYS System in any manner deemed appropriate by BISYS unless Client,
    not later than 30 days after such termination, furnishes to BISYS written
    instructions for the disposition of such Client Files at Client's expense as
    set forth in Paragraph 8(B).

    
	B.

      	At Client's request as set
    forth in Paragraph 8(A), BISYS shall deliver to Client all of the Client
    Files then retained by BISYS including file layouts and their descriptions
    in BISYS format and shall provide in accordance with BISYS deconversion
    policies, reasonable and necessary assistance with the deconversion from the
    BISYS System to a non-BISYS system ("Deconversion"). Client shall pay BISYS
    for Deconversion assistance in accordance with BISYS' then current
    Deconversion rate schedule. Payment for Deconversion together with all other
    payments which are due, and which will become due pursuant to the provisions
    of this Agreement shall be paid to BISYS prior to delivery of such Client
    Files.

    
	C.

      	Client Files returned to Client
    shall be in a standard BISYS machine-readable format.

    
	9.

      	OWNERSHIP, USE AND
    CONFIDENTIALITY; BISYS PRODUCTS AND CONFIDENTIAL INFORMATION.

    
	A.

      	All computer programs and
    related documentation made available, directly or indirectly, by BISYS to
    Client as part of the Services (the "BISYS Products") are the exclusive and
    confidential property of BISYS or the third parties from whom BISYS has
    secured the right to use such computer programs and documentation.

    
	B.

      	A personal, non-exclusive,
    non-transferable right and license is being granted to Client to use, during
    the term of this Agreement, any applications software programs included in
    the BISYS Products (the "Application Programs") which are delivered to
    Client as part of the Services solely for Client's own business usage.
    Client shall not have any interest in the Applications Programs except for
    this limited license.

    
	C.

      	Client shall receive all
    improvements, enhancements, modifications and updates to any Applications
    Programs that are delivered to Client as part of the Services if, and as,
    made available by BISYS to its clients generally. All such improvements,
    enhancements, modifications and updates shall be delivered to Client in the
    form of a computer media, which media shall be provided to Client by BISYS
    and shall be installed by Client. If Client fails to install any such media
    within 45 days of its receipt from BISYS, BISYS shall have no further
    obligation to provide Client with improvements, enhancements, modifications
    or updates to such Application Programs.

    
	D.

      	Client acknowledges that it
    shall be deemed a sublicensee of BISYS for any systems software programs
    included in the BISYS Products (the "Systems Programs") that are delivered
    to Client as part of the Services. Client accepts a sublicense from BISYS of
    the Systems Programs on a personal, non-exclusive, non-transferable basis
    with the right to use, during the term of this Agreement, such Systems
    Programs solely in connection with the Services.

    
	E.

      	Client shall not copy, in whole
    or in part, any BISYS Products or related documentation, whether in the form
    of computer media, printed or in any other form. Client shall not make any
    alteration, change or modification to any BISYS Products.

    
	F.

      	Client shall treat as
    confidential and will not disclose or otherwise make available any of the
    BISYS Products or any trade secrets, processes, proprietary data,
    information or documentation related thereto including, without limitation,
    any flow charts, logic diagrams or source code (collectively the
    "Confidential Information"), in any form, to any person other than employees
    of Client. Client will instruct its employees who have access to the BISYS
    Products and the Confidential Information to keep the same confidential by
    using the same care and discretion that Client uses with respect to its own
    confidential property and trade secrets. Upon the termination of this
    Agreement for any reason, Client shall return to BISYS any and all copies of
    the BISYS Products and the Confidential Information that are in its
    possession.

    
	 	 
	10.

      	GOVERNMENTAL AGENCIES.

    
	A.

      	Client shall provide all
    required notices to the appropriate regulatory authorities concerning the
    initiation or termination of this Agreement, or of any substantial changes
    in the Services being provided to Client. BISYS agrees that any and all
    Client Files maintained by it for the Client pursuant to this Agreement
    shall be available for inspection by the appropriate regulatory authorities
    and Client's internal auditors and independent public accountants, upon
    prior written notice to BISYS. All costs incurred by BISYS in the
    preparation of data for inspection, examination or audit will be charged to
    Client at BISYS' then standard rates for such services.

    
	B.

      	BISYS shall provide annually to
    the appropriate regulatory authorities any Third Party Review Reports
    prepared by independent public accountants with respect to the Services
    performed by BISYS at the Data Center and copies of BISYS' audited financial
    statements. By entering into this Agreement, BISYS agrees that it extends to
    the Office of Thrift Supervision ("OTS") the same authority and
    responsibility (as applicable to Client) provided to the other regulatory
    agencies pursuant to the Bank Service Corporation Act, 12 U.S.C. 1867(C)
    relating to services performed by contract or otherwise.

    
	C.

      	If after the date hereof any
    modifications to the Services shall be required by law or by any
    governmental regulatory authority, BISYS shall, except to the extent such
    changes may be beyond the capability of the BISYS System to implement,
    conform the Services to be in compliance with such modified laws or
    governmental regulations. BISYS may, at its discretion, pass on, in whole or
    in part, on an equitable basis to all users of the Services (including
    Client) affected by any such modification the actual costs incurred by BISYS
    in making any such modification to the Services.

    
	 	 
	11.

      	WARRANTY.

    
	A.

      	BISYS represents and warrants
    that the Services will conform materially to their design specifications and
    user documentation that may be changed from time to time. This warranty
    shall not extend to any of the computer programs, data bases and/or BISYS
    supported files used by BISYS in connection with providing the Services to
    Client hereunder which have been altered, changed or modified in any way,
    without BISYS' prior written consent in each instance.

    
	B.

      	EXCEPT AS SPECIFICALLY PROVIDED
    HEREIN, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
    LIMITED TO, ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A
    PARTICULAR PURPOSE.

    
	 	 
	12. 	LIMITATION
    OF LIABILITY.
    


 

3 



	A.

      	The remedies specified in this
    Agreement constitute Client's sole and exclusive remedies in the event of
    any alleged defaults by BISYS under this Agreement. BISYS' sole liability,
    if any, for damages (monetary or otherwise) resulting from claims made by
    Client or any third party arising from or related to any and all causes not
    covered by the foregoing remedies shall be limited to the lesser of (i) the
    amount of actual damages incurred by Client or (ii) an amount which shall
    not exceed the charges paid by Client during the six (6) month period
    immediately preceding the event from which such liability arose for the
    Services performed which gave rise to the claim.

    
	B.

      	IN NO EVENT WILL BISYS BE
    RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH
    CLIENT MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON
    THIS AGREEMENT, EVEN IF BISYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
    DAMAGES.

    
	 	 
	13.

      	PATENT AND COPYRIGHT
    INDEMNIFICATION.

    
	BISYS will hold Client harmless and, at its own
expense, will defend any action brought against Client based on a claim that the
Services used within the scope of this Agreement infringe a United States patent
or copyright provided Client notifies BISYS promptly in writing of the claim,
BISYS has sole control of the defense of the action and all negotiations for its
settlement or compromise, and Client cooperates with BISYS in the defense of the
action. In the event any of the Services becomes, or in BISYS' opinion is likely
to become, the subject of a claim of infringement of patent or copyright, BISYS,
at its option, may (i) secure for Client the right to continue using such
Service(s), (ii) replace or modify such Services to make it or them
non-infringing, (iii) cease providing the affected Service(s) or (iv) if none of
the foregoing options is commercially reasonable, in BISYS' opinion, terminate
this Agreement. If BISYS exercises its option hereunder to terminate this
Agreement, such termination shall be at no penalty to BISYS except that BISYS
shall provide the Deconversion assistance described in Paragraph 8(B) at no
charge to Client. 
	 	 
	14. 	
    INSURANCE.

    
	 	 
	BISYS shall maintain, during the term of this
Agreement, $10,000,000 of coverage under a Blanket Crime Policy covering
fraudulent and dishonest acts committed by its employees for which it is legally
responsible. BISYS shall maintain, on its own behalf, insurance coverage for
loss from fire, disaster, or other causes contributing to interruption of normal
services. Client, at its own expense, will maintain all insurance and fidelity
bonds required by the applicable regulatory authorities. 


	 	 
	15.

      	DEFAULT; REMEDIES UPON
    DEFAULT.

    
	A.

      	
    Any of the following events
    will constitute an "Event of Default" under the Agreement: (i) non-payment
    of any amounts due hereunder to BISYS by Client; (ii) non-performance of any of Client's
or BISYS' other material obligations hereunder; (iii) if any representation or
warranty of Client or BISYS is materially breached; (iv) if Client or BISYS
files a petition for bankruptcy or becomes the subject of an involuntary
bankruptcy petition which is not vacated within 60 days of filing, or becomes
insolvent; or (v) if any substantial part of Client's or BISYS' property becomes
subject to any levy, seizure, assignment, application or sale for or by any
creditor or governmental agency. 

    



	B.

      	Upon occurrence of an Event of
    Default under the Agreement, the non-defaulting party may, at its option,
    terminate this Agreement provided at least 30 days (or longer period as may
    be required by the applicable regulatory authorities) prior written notice
    has been given to the other and such default has not been cured within such
    period. Upon such termination by BISYS, BISYS may declare all amounts due
    and to become due hereunder immediately due and payable. The remedies
    contained in this Paragraph 15 are cumulative and in addition to all other
    rights and remedies available to the parties under this Agreement or by
    operation of law or otherwise.

    
	 	 
	16.

      	FORCE MAJEURE

    
	BISYS shall not be liable or deemed to be in
default for any delay or failure to perform under this Agreement or for
interruption of the Services resulting, directly or indirectly, from any cause
beyond BISYS' reasonable control. 


	
     
	
     

	
    17.

      
	GENERAL.

    
	
    A.

      
	BISYS shall provide Client upon
    written request, copies of The BISYS Group, Inc.'s (BISYS' parent
    corporation) current audited financial statements.

    
	
    B.

      
	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
parties 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
except by a writing signed by both parties. 

    


	
    C.

      
	The failure by either party
    hereto to insist upon strict performance of any of the provisions contained
    herein shall in no way constitute a waiver of its rights as set forth
    herein, at law or equity, or a waiver by either party of any other
    provisions or subsequent default by the other party in the performance of or
    compliance with any of the terms and conditions set forth herein.

    
	
    D.

      
	This Agreement may not be
    assigned by either party, in whole or in part, without the prior written
    consent of the other which consent shall not be unreasonably withheld. It
    shall not be deemed an assignment requiring consent if the stock of either
    is sold, or all, or substantially all, of the assets are sold so long as
    such sale does not materially negatively affect the basis of the financial
    bargain upon which this Agreement is based as of the date hereof and such
    sale does not materially negatively affect the provision of the Services
    hereunder. If there is such a negative impact, then the sale shall be deemed
    an assignment requiring consent as set forth above. This Agreement shall be
    binding upon and shall inure to the benefit of BISYS and Client and their
    respective successors and permitted assigns.

    
	
    E.

      
	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 of
    this Agreement shall not in any way be affected or impaired thereby.

    
	
    F.

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

    
	
    G.

      
	The individuals executing this
    Agreement on behalf of BISYS 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.

    


4 



	H.

      	Client acknowledges that a
    breach of any of its obligations under this Agreement relating to the BISYS
    Products and/or the Confidential Information will cause BISYS irreparable
    injury and damage and therefore may be enjoined through injunctive
    proceedings in addition to any other rights or remedies which may be
    available to BISYS, at law or in equityand BISYS grants Client the same
    rights with respect to a breach of BISYS' obligations relating to the
    confidentiality of Client Files.

    
	I.

      	During the term of this
    Agreement, neither party hereto shall, directly or indirectly, solicit or
    encourage to leave, any employee of the other without prior written consent,
    which consent shall not be unreasonably withheld.

    
	J.

      	By executing this Agreement,
    the parties agree to extend the term of any existing written Additional
    Services Agreements, Additional Services Addendums or authorizations for
    specific Services to be coterminous with the term of this Agreement and to
    have such agreements be covered by the terms and provisions hereof.

    
	I.

      	Governing Law; Venue. This
    Agreement shall be governed and construed in accordance with the substantive
    laws of the State of New York, without giving effect to any choice-of-law
    rules that require the application of the laws of another jurisdiction. Any
    action brought pursuant to this Agreement shall be brought in U.S. District
    Court for the Southern District of New York, or, if the U.S. District Court
    does not have subject matter jurisdiction, in the New York State Supreme
    Court, New York County.

    
	K.

      	Use of Name. Neither party
    shall use the name, trade name, service marks, trademarks, trade dress or
    logo of the other in publicity releases or advertising without the prior
    written consent of the other; provided however, that BISYS may include
    Client's name in general listings of BISYS customers that are distributed to
    prospective customers.

    


	 	 	 
	BISYS Information
    Solutions L.P	 	Greater Buffalo
    Savings Bank
	 	 	 	 	 
	Agreed to:	
     /s/James
    J. Guidici	 	
    Agreed to:
	
     /s/Harold
    Davis, Jr.	 
	 	
    
    (signature-Authorized Officer)
	 	
    
    (signature-Authorized Representative)

	 	 	 	 	 
	Name:	
    James J. Guidici	 	Name:	
    Harold Davis, Jr.	 
	 	
    (print or type)
	 	(print or type)
	 	 	 	 	 
	Title:	
    
    Executive Vice President	Date:	
    10/28/04	Title:	
    Vice President	Date: 	
    10/28/04
	 	
    (print or type)
	 	
    (print or type)



THIS AGREEMENT SHALL BECOME EFFECTIVE UPON
BEING SIGNED BY AUTHORIZED OFFICERS OF BISYS AND CLIENT. BISYS' MARKETING
REPRESENTATIVES DO NOT HAVE THE AUTHORITY TO BIND BISYS. 

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