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                                                                   CONFIDENTIAL

                                                                   EXHIBIT 10.2

PHOENIX INTERNATIONAL LTD., INC.
500 International Parkway
Heathrow, Florida 32746
Telephone: (407) 548-5100
Fax: (407) 548-5299

                           INTERNATIONAL SOFTWARE LICENSE AGREEMENT
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Name of Customer:                                   Effective Date (Day/Month/Year):

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Type of entity:                                     Country of formation:

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Mailing Address:                                    Business  Address  (if  different  from  mailing
                                                    address):

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City, State, Country, Postal Code:                  City, State, Country, Postal Code:

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Phone Number (including country and city code):     Fax Number (including country and city code):

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Whereby Phoenix has developed a retail banking system which Customer wishes to
license, in consideration of the obligations of the parties as set forth below,
the parties hereby agree as follows:

1    DEFINITIONS

1.1 "Additional Branch" shall mean a Remote Branch not listed in Exhibit D
which is connected to the Customer Network after the Effective Date, whether as
a result of changes in operations, growth, acquisition, or otherwise.

1.2 "Acquired Financial Institution" shall mean any financial institution in
which Customer acquires a greater than 50% interest or which merges with or
into the Customer.

1.3 "Affiliate" shall mean a parent company owning a majority of the Customer,
and majority owned subsidiaries of the Customer.

1.4 "Changes" shall mean corrections, updates, upgrades, translations,
additions and modifications to the Software and Documentation, and any other
new or additional works based in whole or in part on the Software or
Documentation.

1.5 "Client Devices" shall mean workstations, personal computers, terminals and
other devices connected to the Server through the Customer Network which access
and Use the Software to input, read, interpret, manipulate, or display
Customer's data.

1.6 "Confidential Information" shall mean any competitively sensitive or secret
business, marketing, or technical information of Phoenix or Customer, including
the terms of this Agreement and all other Agreements and communications between
Phoenix and Customer. Phoenix's Confidential Information shall include, but not
limited to, the Software and Documentation, including all Changes. Customer's
Confidential Information shall include, but not limited to, all information
concerning Customer's customers and their accounts. Confidential Information
shall not include information which is (i) generally known to the public or
readily ascertainable from public sources (other than as a result of a breach
of confidentiality hereunder), (ii) independently developed by the receiving
party without reference to or reliance on any Confidential Information of the
disclosing party, as demonstrated by written records of the receiving party, or
(iii) obtained from an independent third party who created or acquired such
information without reference to or reliance on Confidential Information.

1.7 "Customer and Software Support" shall have the meaning set forth in Section
8.

1.8 "Customer Network" shall mean the Server and the Client Devices at the
Designated Location and the Remote Branches for which license fees have been
paid hereunder.

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1.9 "Designated Location" shall mean the street address of the location of the
Server as specified on Exhibit D. Customer shall notify Phoenix prior to any
change in the location of the Server. Upon such notice, Exhibit D will be
deemed automatically amended to reflect the change.

1.10 "Implementation Date" shall mean the date upon which the Software is ready
for live processing of Customer's data.

1.11 "Documentation" shall mean the user documentation relating to the Software
provided to Customer by or on behalf of Phoenix.

1.12 "Effective Date" means the date first set forth above as the date of this
Agreement.

1.13 "Licensed Products" shall mean collectively the Software and
Documentation.

1.14 "Related Expenses" shall mean reasonable travel and other out-of-pocket
expenses incurred by Phoenix in the performance of its obligations hereunder,
including (without limitation) airfare, travel costs, lodging costs, and meals;
shipping charges, courier and delivery charges; tape, cartridge, CD and
diskette cost; and voice and data telecommunications expenses. To the extent
reasonably possible, Phoenix will obtain the approval of Customer prior to
incurring substantial Related Expenses, and Customer will not unreasonably
withhold such approval. Phoenix travel expenses shall be in conformance with
the Phoenix Travel and Entertainment Policy as in effect from time to time, a
copy of which shall be provided to Customer upon request.

1.15 "Remote Branches" shall mean the street addresses listed in Exhibit D
where Client Devices reside. The Remote Branches will include Additional
Branches only after the proper license fees for such Additional Branches have
been paid to Phoenix. At such time, Exhibit D will be deemed automatically
amended to include such Additional Branches.

1.16 "Server" shall mean the network file server where the relational database
for the Software resides.

1.17 "Software" shall mean the object code version of the Phoenix software
listed in Exhibit A, along with all Changes provided to Customer or authorized
by Phoenix hereunder.

1.18 "Term" shall have the meaning set forth in Section 4 below.

1.19 "Territory" shall mean the countries or territories set forth in Exhibit
E.

1.20 "Third Party Software" shall mean software required to be used in
conjunction with the Phoenix Software, as more particularly described in
Exhibit C attached hereto.

1.21 "Use" (used as a noun or verb) shall mean the reading into computer memory
of the Software for the purpose of access and/or execution, in whole or in
part.

2    LICENSE GRANT

2.1 License. Subject to the restrictions and limitations of this Agreement and
to payment of the fees set forth herein, Phoenix hereby grants to Customer a
non-exclusive, non-transferable license during the term of this Agreement and
within the Territory to:

  (1)Use the Software on the Customer Network;

  (2)transfer the Software to a backup machine when the primary Server or any
  associated machine elements required for Use of the Software are temporarily
  inoperable or unusable, or to another machine for disaster recovery testing
  (which may occur concurrent with normal Use of the Software to process
  Customer's data on Customer Network), or for actual disaster recovery and
  processing in the event the Customer Network is non-functional due to the
  occurrence of disaster;

  (3)make a reasonable number of additional copies of the Software for testing,
  backup, and archival purposes in support of its ordinary Use of the Software;

  (4)use the Documentation in support of Customer's Use of the Software;

  (5)make a reasonable number of additional copies of the Documentation or
  portions thereof as required to support the Use of the Software.

2.2 Restrictions. The Software may only be used for Customer's and its
Affiliates' own internal data processing needs. Customer may not, without the
prior written consent of Phoenix:

  (1)translate, reverse engineer, de-compile, interpret or disassemble the 
  Software;

  (2)transfer, distribute, sell, lease, or assign the Licensed Products;

  (3)use the Licensed Products to process accounts or records, or to generate
  output data, for the direct benefit of, or for purposes of rendering services
  to, any business entity or organization other than Customer and its
  Affiliates, provided Customer shall not be prevented from processing its
  customer's accounts; or

  (4)make any Changes to the Software.

2.3 Delivery. Phoenix will deliver to Customer one copy of the current
unmodified version of the Software (as listed in Exhibit A) in object code
form, and one copy of the current version of the Documentation. The licenses
granted to Customer under Section 2.1 shall become immediately effective, and
shall not be delayed or contingent based on installation, operation, or the
delivery or completion of any services.


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2.4 Records. Customer agrees to maintain a record of the number and location of
all copies of the Licensed Products in its possession. Customer shall provide
Phoenix with a copy of such record upon Phoenix's written request. Following
prior written notice, Phoenix or its designee shall have the right to enter
Customer's premises during regular business hours in a non-disruptive manner
for the purpose of inspecting the location and use of the Software and
Documentation, the compliance of Customer with the provisions of this
Agreement, and the standard procedures of Customer regarding retention,
safekeeping, and disposal of all media and materials pertaining thereto

3     PAYMENTS AND TERMS.

3.1 Fees. Customer agrees to pay all fees and charges for products and services
to be provided under this Agreement are set forth in Exhibit B, including
without limitation, fees for the Software, installation, training, and a
minimum of 5 years of Customer and Software Support. All amounts shall be paid
in U.S. dollars by wire transfer to the bank account designated by Phoenix in
accordance with the payment terms set forth in Exhibit B, or as otherwise
agreed between Phoenix and Customer. Additionally, Customer shall pay all
Related Expenses incurred by Phoenix.

3.2 Payment Terms. All amounts are due and payable on the date specified in
Exhibit B, or, if a date is not specified, not later than 30 days following the
date of invoice. Overdue amounts shall incur interest at the lesser of 1 1/2%
per month or the highest rate allowed under applicable law. Time is of the
essence with respect to all payments due from Customer hereunder.

3.3 Taxes. Customer shall pay on a timely basis all sales, use, import, export,
VAT and other taxes, tariffs, and duties arising out the transactions
contemplated herein, however designated, based or levied by any federal, state,
municipal or local taxing authority of United States or the Territory (but
shall not include United States Federal, state or local taxes based upon the
net income of Phoenix) ("Taxes"). Customer shall promptly reimburse and shall
indemnify Phoenix for all Taxes which Phoenix is required by any taxing
authority to pay. All fees due shall be grossed up to cover all withholding
taxes, so that Phoenix receives the full amount of the fees set forth in
Exhibit B. Customer shall, as soon as practicable, forward to Phoenix
documentation evidencing payment of all such taxes. Customer may challenge the
applicability of any Tax only after paying the Tax or giving Phoenix
satisfactory assurance of compliance.

3.4 Fee Adjustments. Phoenix reserves the right to adjust its prices once per
year subject to 30 days advanced written notice. The Customer and Software
Support Fee shall not be increased in any calendar year by more than 10% plus
the increase in the U.S. Consumer Price Index for the previous calendar year.

4    TERM AND TERMINATION

4.1 Term. This Agreement and the license granted herein shall have an initial
term commencing on the Effective Date and continuing for a period of 5 years
from the Effective Date (the "Initial Term"). Thereafter, this Agreement shall
automatically renew for additional 1 year periods unless and until either party
notifies the other in writing of its desire not to renew this Agreement at
least 90 days prior to the last day of the Initial Term or any subsequent
renewal period.

4.2 Termination by Phoenix. Phoenix shall have the right to terminate this
Agreement upon the occurrence of any of the following events:

  (1)Customer's material breach of any provision of this Agreement if Customer
  has not initiated adequate steps to cure such breach within 20 days following
  written notice of such breach to Customer; or

  (2)Customer's failure to obtain and pay for Customer and Software Support; or

  (3)Customer ceases to do business, makes a composition or assignment for the
  benefit of its creditors, makes a general arrangement with its creditors
  concerning any extension or forgiveness of any of its secured debt, becomes
  bankrupt or insolvent, suffers or seeks the appointment of a receiver to the
  whole or any material part of its business, takes any action to liquidate or
  wind up the whole or any material part of its business, is found subject to
  any provisions of any bankruptcy code concerning involuntary bankruptcy or
  similar proceeding, or suffers a material adverse change in its financial
  position, and any such event affects or delays payments to Phoenix hereunder;
  or

  (4)Customer becomes a subsidiary of, or controlled as to its management
  policy by, any government instrumentality; or (5)Customer is required by laws
  in the Territory to offer or permit the use or exercise (with or without
  payment to Phoenix) of the Software to any other person or entity.

4.3 Result of Termination by Phoenix. In the event that this Agreement is
terminated under Section 4.2(1) above, Customer's license to Use the Software
shall immediately cease. In all other cases, Customer may continue to Use the
Software in accordance with this Agreement for up to 180 days following
termination, provided that Customer has paid and continues to pay all amounts
due as if this Agreement were still in effect. Upon expiration of such period
(and immediately, in the event of termination under Section 4.2(1)), Customer
shall either return to Phoenix or destroy all copies of the Licensed Products.
Upon Phoenix's request, Customer shall certify that it has completed such
action.

4.4 Termination by Customer. Customer may terminate this Agreement upon the
occurrence of any of the following:


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  (1) Phoenix's material breach of any provision of this Agreement if Phoenix
  has not initiated adequate steps to cure such breach within 20 days following
  written notice of such breach to Phoenix; or

  (2)Phoenix ceases to do business, makes a composition or assignment for the
  benefit of its creditors, makes a general arrangement with its creditors
  concerning any extension or forgiveness of any of its secured debt, becomes
  bankrupt or insolvent, suffers or seeks the appointment of a receiver to the
  whole or any material part of its business, takes any action to liquidate or
  wind up the whole or any material part of its business, is found subject to
  any provisions of any bankruptcy code concerning involuntary bankruptcy or
  similar proceeding, or suffers a material adverse change in its financial
  position, and any such event materially affects Phoenix's ability to meet its
  obligations hereunder.

4.5 Result of Termination by Customer. In the event that this Agreement is
terminated by Customer under Section 4.4, or by Phoenix after the Initial Term,
Customer may continue to Use the Software in accordance with this Agreement
until the later of nine months following such termination or the end of the
Initial Term. Upon expiration of such period, Customer shall either return to
Phoenix or destroy all copies of the Licensed Products. Upon Phoenix's request,
Customer shall certify that it has completed such action.

4.6 No Refund. No payments shall be refundable upon termination of this
Agreement, whether such termination is by Customer or Phoenix.

4.7 Survival. All obligations with respect to restrictions on use of the
Licensed Products, confidentiality, payment of fees, ownership, and protection
of intellectual property rights shall survive any termination of this
Agreement.

4.8 Non-exclusive Remedy. The rights and remedies of the parties are not
exclusive and are in addition to any other rights and remedies provided by law
or equity.

4.9 De-Conversion. Upon Customer's request, following the termination or
expiration of Customer's right to Use the Software, Phoenix shall assist
Customer with the conversion of its data from its then current format into a
generic format. Customer shall pay Phoenix on a time and materials basis for
such assistance at its then current published rates for the Territory, plus
Related Expenses.

4.10 Source Code. Phoenix will deposit the most current version of the source
code for the Software with an independent escrow agent. In the event that
Phoenix, or any successor, shall cease to provide Customer and Software
Support, Customer's license for the use of the Software hereunder is still in
effect, and Customer has paid its Customer and Software Support Fee and all
other fees due hereunder, Customer shall have the right to obtain, for its own
sole and exclusive use for the sole purpose of maintaining and supporting the
Software, with no right of transfer, a single copy of such source code from the
escrow agent, subject to the terms of this Agreement.

5    TITLE

5.1 Ownership. The Software and Documentation are (i) copyrighted works
protected by copyright laws, treaties and conventions of the United States and
the Territory and (ii) contain trade secrets and Confidential Information of
Phoenix protected under applicable law of the United States and the Territory.
Phoenix retains all right, title, and interest in and to the Software,
Documentation, and all copyright, trade secret, patent and other intellectual
property rights contained therein, subject only to the limited license granted
to Customer in Section 2 hereof. Phoenix shall also exclusively own all Changes
to the Licensed Products, whether made by or on behalf of Phoenix, Customer, or
their employees, agents or otherwise, [PROVIDED, HOWEVER, THAT CUSTOMER SHALL
OWN ANY ADDITIONS TO THE SOFTWARE WHICH ARE NOT BASED ON THE SOFTWARE OR OTHER
PHOENIX CODE AND WHICH ARE PRODUCED BY CUSTOMER WITHOUT SIGNIFICANT ASSISTANCE
FROM PHOENIX]. To the extent that Changes, including all associated
intellectual property rights, are not owned in their entirety by Phoenix
immediately upon their creation, Customer agrees to assign (and hereby
automatically assigns) all right, title and interest therein to Phoenix,
without any requirement of consideration or further documentation. Customer
agrees to take such further action and execute such further documentation as
Phoenix may reasonably request to give effect to this Section 5.1.

5.2 Report Formats. All output and report formats (e.g., ad hoc reports, SQL
queries, etc.) created by Customer shall be jointly owned by Phoenix and
Customer, and Phoenix shall have the right to license such output and report
formats to other users of the Software without payment of any fee to Customer.
Likewise, Customer shall have the benefit of output and report formats created
by other end users. To the extent such output reports derive from or contain
any part of the Software or Documentation, the restrictions applicable to the
Software and Documentation shall apply to any use thereof.

5.3 Infringement. Customer shall immediately notify Phoenix in the event that
it discovers any infringement of Phoenix's rights in the Licensed Products or
any violation of the terms of a License Agreement, and shall, at Phoenix's
expense, cooperate with Phoenix and assist in the prosecution of Phoenix's
claim.

6    INSTALLATION

Phoenix shall provide the implementation services set forth in Exhibit C for
the fees set forth in Exhibit B.

7    CUSTOMER OBLIGATIONS

7.1 Customer Contact. Each of Phoenix and Customer shall appoint a Contact
Person, listed on Exhibit D, to serve as the focal point of communication
between Phoenix and 


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Customer. Each party shall direct all communications concerning this Agreement
and their obligations hereunder (other than routine support related
communications) to the Customer Contact. Each party may change the Contact
Person at any time upon written notice to the other party.

7.2 Hardware and Software Requirements. Prior to Installation of the Software,
Customer shall license and obtain (i) the Third Party Software and (ii) the
Customer Network. The Customer Network must be in compliance with the Phoenix
Network and Configuration Standards Guide as provided by Phoenix to Customer,
and the other requirements set forth in Exhibit C. The Software will not work
properly if the Customer Network is not in compliance with such standards.
Alternative hardware and software configurations will be evaluated for use with
the Software by Phoenix upon Customer's reasonable request, provided that
Customer pays all of Phoenix's costs in connection with such evaluation.
Customer shall provide at its cost an on-line telecommunications link with a
telephone modem in accordance with the Phoenix Network and Configuration
Standards Guide in order to provide Phoenix access to the Customer Network.
Phoenix shall not use such access for any reason other than to provide Customer
and Software Support hereunder and to monitor the size, configuration, and
performance of the Customer Network.

7.3 Personnel. Customer shall keep its personnel trained in the operation of
the Licensed Products and the Customer Network.

8    CUSTOMER AND SOFTWARE SUPPORT

8.1 Customer and Software Support. Following delivery of the Software to
Customer, and subject to payment by Customer of the Customer and Software
Support Fees set forth in Exhibit B, Phoenix shall provide Customer with
Customer and Software Support, which shall consist of the following:

  (1)Phoenix shall provide Customer with updates, patches, bug fixes and new
  releases of the Software and Documentation which Phoenix provides to its
  customers generally;

  (2)Phoenix will provide remote telephonic support for the Licensed Products
  Monday through Friday, 8:00 AM to 5:00 PM eastern standard time and emergency
  telephonic support via pager access 24 hours a day, 365 days per year.
  Telephone support shall include (i) diagnosing errors or malfunctions in the
  Software and malfunctions caused by operator error, (ii) advising Customer of
  corrective measures, and (iii) clarifying operating instructions contained in
  the Documentation; and

  (3)Phoenix shall insure that the Software operates in conformance with the
  Documentation. If the Software fails to operate in conformance with the
  Documentation, and the problem cannot be remedied thorough telephonic
  support, Phoenix shall use all reasonable efforts to correct or replace the
  Software or portions thereof or provide a temporary work-around for such
  problem within a reasonable period of time based upon the impact of the
  problem on Customer's ability to operate.

8.2 Customer Obligations. Customer shall promptly notify Phoenix of all
problems with the Software, and shall, if applicable, provide assistance in
identifying and detecting problems, errors, and malfunctions. As requested by
Phoenix, Customer shall provide data and information regarding all errors in
sufficient detail and with sufficient supporting documentation to enable
Phoenix to diagnose, and if necessary, recreate the problem, error, or
malfunction.

8.3 Limitation. Customer and Software Support shall not cover malfunctions and
errors caused by (i) unreported defects, (ii) misuse or abuse of the Software,
(iii) by use of the Software with hardware or software other than that approved
by Phoenix for use with the Software, or (iv) Changes made other than by or
with the express written authority of Phoenix. Customer and Software Support
shall only be provided for the most current release of the Software provided to
Customer, and, for a period of 90 days after delivery of the most current
release, of the previous release of the Software. Support may be provided for
previous releases after such 90 day period at Phoenix's option at Phoenix's
then current time and materials rates for such services for the Territory, plus
Related Expenses. Customer shall not be required to implement any release which
is found to contain significant errors or which, if implemented, would
materially impair Customer's ability to use the Software as used by Customer
prior to such release.

8.4 Subsequent Releases. Customer shall install all corrections, enhancements,
and subsequent releases of the Software within 90 days after receipt from
Phoenix.

8.5 Support Guidelines. Phoenix shall use best efforts to respond to and
resolve Customer's requests for support hereunder within the time periods set
forth in the Phoenix Response and Resolution Guidelines, the current version of
which are attached hereto as Exhibit F.

9    WARRANTIES

9.1 Warranty. Phoenix warrants that, for a period of 90 days after delivery,
the original unmodified version of the Software shall conform in all material
respects with any program descriptions included in the Documentation. Phoenix
does not warrant that the Licensed Products will operate without interruption
or be error-free. Phoenix warrants that the Software will operate in accordance
with this Agreement on dates occurring on and after January 1, 2000, to the
same extent that it operates prior to such date and that the Software will be
capable of properly processing data having dates falling on and after January
1, 2000. In the event Customer discovers any non-conformance by the Software
with the above warranty (a "defect"), Customer agrees to provide Phoenix notice
of such defect, and shall, upon Phoenix's request, provide such data and
information 


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regarding the defect as Phoenix may require to recreate the defect. Phoenix
agrees, as its exclusive obligation for any breach of such warranty, to use its
best reasonable efforts to correct reported defects. Phoenix shall not be
responsible for (i) unreported defects, (ii) defects caused by misuse or abuse
of the Software, (iii) defects caused by use of the Software with hardware or
software other than that approved by Phoenix for use with the Software, or for
(iv) Changes made other than by or with the express written authority of
Phoenix. Customer shall be limited to the warranties provided by third-party
licensors or manufacturers with respect to third-party software or equipment
that may be provided by Phoenix.

9.2 DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 6.1 ABOVE, PHOENIX SPECIFICALLY
DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE.

9.3 LIMITATION OF LIABILITY. IN NO EVENT SHALL PHOENIX BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE,
OR INABILITY TO USE, THE LICENSED PRODUCTS OR ARISING OUT OF ANY OTHER
CIRCUMSTANCES ASSOCIATED WITH THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION DAMAGES BASED ON LOSS OF PROFIT, LOSS OR INTERRUPTION OF
DATA OR COMPUTER TIME, ALTERATION OR ERRONEOUS TRANSMISSION OF DATA, EVEN IF
PHOENIX IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. Phoenix's
total liability to Customer under any provision of this Agreement (other than
indemnification under Section 10) or for any and all claims, losses or damages
relating to the Licensed Products (whether based on tort, contract, or any
other theory), other than claims based upon the gross negligence or willful
misconduct of Phoenix, shall be limited to the amount actually paid by Customer
to Phoenix for the Licensed Products giving rise to the liability. The parties
acknowledge that each of them relied upon the inclusion of this limitation in
consideration of entering into this Agreement.

10   PATENT AND COPYRIGHT INDEMNITY

10.1 Infringement Claims. If a third party claims that the Software infringes
any patent, copyright, trade secret, or similar intellectual property right of
any third party, and such claim would impair Customer's right to use the
Software hereunder, Phoenix shall (as long as Customer is not in default under
this Agreement or any other agreement with Phoenix) defend Customer against
that claim at Phoenix's expense and pay all damages awarded by a court in a
final judgment, provided that Customer (i) promptly notifies Phoenix in writing
of any such claim, (ii) allows Phoenix to control the defense and disposition
of such claim, including any related settlement negotiations, and (iii)
cooperates with Phoenix, at Phoenix's expense, in the defense of such claim.

10.2 Remedies. If such a claim is made or appears possible, Phoenix may, at its
option, either (i) secure for Customer the right to continue to use the
Software, (ii) modify or replace the Software so it is non-infringing, or (iii)
refund a pro-rata portion of the license fees paid for the infringing material
based on a five year straight line useful period. Phoenix has no obligation
hereunder for any claim based on a modified version of the Software which has
not been prepared solely by Phoenix, or for any combination, operation or use
of the Software with any hardware or software not approved in writing by
Phoenix. Phoenix also shall have no obligation hereunder for any claim based on
theories of law that are not substantially equivalent to laws, treaties and
conventions applicable to U.S. patents, copyrights, trade secrets, and similar
intellectual property rights. THIS SECTION 10 STATES PHOENIX'S ENTIRE
OBLIGATION TO CUSTOMER WITH RESPECT TO MATTERS OF TITLE OR ANY CLAIM OF
INFRINGEMENT THEREOF.

11   CONFIDENTIALITY

11.1 Confidentiality. Each Party agrees at all times to maintain the complete
confidentiality of the Confidential Information of the other. Each Party shall
not permit or authorize access to, or disclosure of, the Confidential
Information of the other to any person or entity other than employees or
advisors who have a "need to know" such information in order to enable the
receiving party to exercise its rights or perform its obligations under this
Agreement. Neither party shall disclose or supply the Confidential Information
of the other to any non-employee third party without the prior written approval
of the other party, which approval shall not be unreasonably withheld, provided
the requesting party can demonstrate a need for such disclosure in order to
comply with its obligations hereunder. Either party may disclose portions of
the Confidential Information of the other to governmental regulatory
authorities if such disclosure is required by applicable laws, provided the
party required to make such disclosure notifies the other party of the
applicable legal requirements before such disclosure occurs and assists the
other party to obtain such protection as may be available to preserve the
confidentiality of such information.

11.2 Disposal. Prior to disposal of any media or materials that contain any
part of the Software, Documentation or other Confidential Information of
Phoenix, Customer shall obliterate or otherwise destroy all code, instructions,
commentary, or further evidence of Confidential Information, for example, by
erasing, incinerating, or shredding such materials.

12   ARBITRATION

In the event a claim, controversy or dispute between 


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Phoenix and Customer arises out of or in connection with this Agreement or the
transactions and business contemplated hereby, including the validity,
construction or enforcement thereof, either party may demand that such matter
be submitted to final and binding arbitration. The situs of all arbitration
proceedings shall be Atlanta, Georgia, unless Phoenix and Customer agree in
writing to another situs. All arbitration proceedings and records shall be in
English. Issuance of an arbitration demand shall suspend the effect of any
default entailed by such claim, controversy or dispute and any judicial or
administrative proceedings instituted in connection therewith, for the duration
of the arbitration proceedings. Arbitration shall be governed by the commercial
rules of the International Chamber of Commerce (the "ICC"). Arbitration shall
be conducted by one arbitrator who shall be chosen by the ICC within 5 days of
receipt of the arbitration demand. The arbitrator or arbitrators shall
determine whether a default has occurred, and shall deliver its or their
decision within 45 days of the date of receipt of the arbitration demand,
specifying such remedy (including money damages) as shall (a) fully implement
the intent and purposes of this Agreement and (b) indemnify and hold harmless
the non-breaching party from all losses, costs and expenses (including costs of
arbitration and reasonable attorneys' fees) resulting from the default.
Termination or limitation of Phoenix's rights in the Software, the
Documentation, or any associated intellectual property rights may not be
awarded under any circumstances. The right to demand arbitration and to receive
damages and obtain other available remedies as provided hereunder shall be the
exclusive remedy in the event an arbitration demand is made, except that
Phoenix shall be entitled to obtain equitable relief, such as injunctive
relief, from any court of competent jurisdiction in order to protect its rights
in the Software, the Documentation, or any associated intellectual property
rights while such proceeding is pending or in support of any award made
pursuant to such arbitration. Phoenix and Customer hereby consent to the
enforcement in the courts of each country in the Territory and the United
States of any arbitral judgment or award rendered pursuant to this Section.

13   COMPLIANCE WITH LAWS

13.1 Compliance with Laws. Customer shall, at its own expense, comply with all
laws relating to the licensing and use of the Licensed Products, and shall
procure all licenses and pay all fees and other charges required thereby.

13.2 Export Restrictions. Customer shall not ship or export the Licensed
Products outside of the Territory without the express written consent of
Phoenix.

13.3 Corrupt Practices. Neither Customer nor any of its directors, officers,
employees, or agents will make, offer to make, or accept any payment or gift
directly or indirectly to any employee, officer, or representative of any
governmental entity or instrumentality or to any foreign political party, any
official of a foreign political party, or candidate, where such payment would
constitute a bribe, kickback, or illegal payment under U.S. or applicable
foreign laws.

14   GENERAL

14.1 Notice. Notices shall be deemed given upon receipt if transmitted by fax,
registered mail or FedEx, DHL, or other international courier service if
properly addressed as first set forth above, or to such other address as may be
requested by written notice in compliance with this Section.

14.2 Assignment. Customer may not assign, transfer, or delegate its rights or
obligations hereunder without Phoenix's prior written consent. Subject to the
foregoing, this Agreement shall inure to the benefit of and be binding upon the
parties hereto and their permitted successors and assigns. For purposes of this
Section, the acquisition of more than 50% of the voting stock of Customer, the
acquisition of all or substantially all the business and assets of Customer, or
the merger of Customer with or into another entity shall constitute an
unauthorized assignment, unless all other provisions of this Agreement are duly
honored, the surviving entity signs a new license agreement with Phoenix
containing terms and conditions reasonably acceptable to Phoenix, and the
surviving entity pays additional license fees for use of the Licensed Products
for the new or different number of Remote and Additional Branches and/or
Acquired Financial Institutions resulting out of the transaction.

14.3 Waiver. The failure of either party to enforce any term of this Agreement
shall not constitute a waiver of either party's right to enforce every term of
this Agreement.

14.4 Enforcement. If either party brings an action under this Agreement
(including appeal), the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs.

14.5 Should any provision of this Agreement be held by a court of competent
jurisdiction or arbitration authority to be unenforceable, the remaining
provisions of this Agreement shall not be affected or impaired thereby.

14.6 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE
LAWS OF THE UNITED STATES OF AMERICA AND THE STATE OF FLORIDA, EXCLUDING ITS
CONFLICT OF LAWS RULES. IT SHALL NOT BE GOVERNED BY THE UNITED NATIONS
CONVENTION ON THE INTERNATIONAL SALE OF GOODS, THE APPLICATION OF WHICH IS
EXPRESSLY EXCLUDED. WITH RESPECT TO ANY CLAIM OF EITHER PARTY WITH RESPECT TO
OWNERSHIP OF THE LICENSED PRODUCTS, OR THE PROTECTION OF INTELLECTUAL PROPERTY
OR CONFIDENTIAL INFORMATION OF PHOENIX, OR THE PAYMENT OF AMOUNTS DUE PHOENIX
HEREUNDER, CUSTOMER HEREBY CONSENTS TO 


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                                                                   CONFIDENTIAL


BE SUBJECT TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS OF THE STATE OF
FLORIDA.

14.7 Force Majeure. Neither party shall be in default by reason of any failure
in the performance of this Agreement other than a failure to make payment when
due or to comply with restrictions upon the Use of the Licensed Products) if
such failure arises out of any act, event or circumstance beyond the reasonable
control of such party, whether or not otherwise foreseeable. The party so
affected will resume performance as soon as reasonably possible.

14.8 Headings and Captions. The headings and captions appearing in this
Agreement are inserted only as a matter of convenience and in no way limit the
scope or affect the meaning of any section.

14.9 Employees. Neither party shall hire or solicit for hire any employee of
the other without the express written consent of the other party.

14.10 Prior Agreements, Amendment. This Agreement constitutes the entire
agreement between the parties and supersedes all prior understandings and
agreements between them regarding the Licensed Products, and may not be
modified or amended except in writing signed by authorized representatives of
both parties.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
as of the Effective Date.

PHOENIX INTERNATIONAL LTD., INC.
PHOENIX FSC., INC.

-----------------------------                 ---------------------------------
Signature                                     Witness

-----------------------------                 ---------------------------------
Name (print)                                  Name (print)

-----------------------------                 ---------------------------------
Title (print)                                 Witness

(SEAL)
                                              ---------------------------------
                                              Name (print)

CUSTOMER:

-----------------------------                 ---------------------------------
Signature                                     Witness

-----------------------------                 ---------------------------------
Name (print)                                  Name (print)

-----------------------------                 ---------------------------------
Title (print)                                 Witness

(SEAL)
                                              ---------------------------------
                                              Name (print)



                                       8
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                                                                   CONFIDENTIAL


                                   EXHIBIT A
                                    SOFTWARE

PHOENIX SOFTWARE:
































                                       9
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                                   EXHIBIT B
                                      FEES

1.      INITIAL LICENSE FEES:

    A.  Initial Financial Institution (one Server)        $
                                                           --------------------
    B.  Remote Branch Fees

        1-2                                               No Charge

        3-5                                               $       each
                                                           ------
        6-10                                              $       each
                                                           -------
        11-25                                             $       each
                                                           -------
        26-50                                             $       each
                                                           -------
        51-100                                            $       each
                                                           -------
        101 or more                                       $       each
                                                           -------

    TOTAL INITIAL LICENSE FEES:                           $
                                                           ====================

2.  ADDITIONAL LICENSE FEES:

    A.  Acquired Financial Institution Fee                $        each
                                                           --------
    B.  Additional Branch Fee                             $        each
                                                           --------

3.  INSTALLATION FEES                                     $
                                                           --------------------

4.  ANNUAL CUSTOMER AND SOFTWARE SUPPORT FEES:

    A.  Initial Financial Institutions                    $        /year
                                                           --------
    B.  Remote Branches of Initial Financial Institution  $        /year
                                                           --------

    TOTAL INITIAL ANNUAL CUSTOMER AND SOFTWARE
    SUPPORT FEES                                          $           
                                                           ====================

5.  PAYMENT TERMS

    5.1 All License Fees shall be billable 50% upon execution of this Agreement
    and 50% upon delivery of the Software. The License Fees are one-time
    initial license fees for the delivery of the current version of the
    Software, and are fully earned and non-refundable upon shipment of the
    Software to Customer. All modifications and enhancements for the Software
    requested by Customer shall be the subject of a separate agreement with
    separate consideration and license fees to be paid therefore.

    5.2 Customer shall notify Phoenix immediately in the event it wishes to
    install the Software at any location not currently identified on Exhibit D,
    and shall pay to Phoenix Additional Branch Fees or Acquired Financial
    Institution Fees, as applicable, for such locations prior to their
    installation.

    5.3 An initial one-time Installation Fee is due upon execution of this
    Agreement for Phoenix's assistance with the Installation of the Software.
    Phoenix shall be entitled to additional Implementation Fees, to be paid in
    advance, if Implementation is required when Customer adds an Acquired
    Financial Institution or other Additional Branches. Fees for implementation
    at Additional Branches and Acquired Financial Institutions shall be at
    Phoenix's then current rates for such services plus Related Expenses.

    5.4 The Customer and Software Support Fee is due and billable for Customer
    and Software Support on the Installation Date and on each annual
    anniversary thereof for so long as the license for the Software is in
    effect or Customer continues to use the Software.


                                      10
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                                                                   CONFIDENTIAL


    6.  WITHHOLDING TAX

        Customer will pay the appropriate government authority within the
    Territory all required withholding and other taxes on the transactions set
    forth in this Agreement, which the parties estimate to be
    $__________________.




































                                      11
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                                                                   CONFIDENTIAL


                                   EXHIBIT C
            IMPLEMENTATION, CONFIGURATIONS AND THIRD PARTY SOFTWARE



IMPLEMENTATION





NETWORK REQUIREMENTS






THIRD PARTY SOFTWARE































                                      12
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                                                                   CONFIDENTIAL


                                   EXHIBIT D

           CUSTOMER CONTACT, DESIGNATED LOCATION AND REMOTE BRANCHES



CUSTOMER CONTACT:



DESIGNATED LOCATION:





REMOTE LOCATIONS:






























                                      13
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                                   EXHIBIT E
                                   TERRITORY
































                                      14
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                                                                   CONFIDENTIAL


                                   EXHIBIT F
                       RESPONSE AND RESOLUTION GUIDELINES

PROBLEM SEVERITY LEVELS

Every call is assigned a severity level during its setup within the call log.
This severity level controls both the manner and speed with which the Customer
Support specialist responds back to the caller, as well as the timetable within
which the support group works to resolve the problem. Standard severity levels
are as follows:

    Critical   Highest priority classification. Assigned to problems that
               prevent the bank from conducting normal business, typically
               problems involving core processing failures, recurring
               application crashes, and serious calculative errors.

    High       Second highest priority classification. Assigned to problems
               that have a serious impact on the bank's operations, but do not
               prevent the bank from conducting business. Examples of
               high-priority problems include nightly processing errors that
               cause the bank to go out of balance, reports with incorrect
               information, and inaccurate display screen calculations.

    Medium     Third highest priority classification. Assigned to problems that
               inconvenience the bank but do necessarily represent calculative
               errors or other software failures. Typical medium-priority
               problems include print routines that take longer than desired,
               account setup routines that require redundant data entry, and
               window options that do not properly reflect bank-defined default
               values.

    Low        Lowest priority classification. Assigned to problems that are
               primarily cosmetic in nature (typographical errors, alignment
               problems, etc.). Low-priority problems detract from the system's
               elegance and polish, but not from its core functionality.

RESPONSE GUIDELINES

Following are the target response times for each level of problem severity:

    Critical   A return call must be made within 45 minutes.

    High       A return call must be made to the bank within 3 hours, but never
               later than the end of that business day, unless calls come in
               within 1 hour of the end of the business day, in which case a
               return call must be made within the first 2 hours of the next
               business day.

    Medium     A return call must be made to the bank during the same business
               day, or if the call comes within 3 hours of the end of the
               business day, a return call must be made by the end of the next
               business day.

    Low        A return call must be made by the end of the next business day.



                                      15
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                                                                   CONFIDENTIAL


RESOLUTION GUIDELINES

Following are the target resolution timeframes for each classification. Given
the uncertain nature of troubleshooting technical software problems, however,
Phoenix will use best efforts to meet these guidelines, but cannot guarantee
such time frames.

    Critical   For calls logged either during or after normal support hours,
               the problem should be resolved within 5 hours. Phoenix shall
               involve such resources as necessary to remedy critical errors as
               soon as possible, including escalating the problem to the Senior
               Vice President in charge of Client Services within 1 hour.

    High       For calls logged either during or after normal support hours,
               the problem should be resolved within 24 hours.

    Medium     Based on consultation with the bank, the problem should be
               resolved either during the next scheduled software release
               (preferred) or, at the bank's explicit request, within 5
               business days.

    Low        The problem should be resolved according to a mutually agreed 
               schedule.































                                      16