**Exhibit10.18**MASTER SOFTWARE DEVELOPMENT AND CONSULTING SERVICES AGREEMENTAgreement #003703397     This is an agreement (the “Agreement”) between Security First Technologies,Inc. (“S1”), a company located at 3390 Peachtree Road, Suite 1700, Atlanta,Georgia 30326-1108 and State Farm Mutual Automobile Insurance Company, itssubsidiaries and affiliates (“STATE FARM”), located at One State Farm Plaza,Bloomington, Illinois 61710.WITNESSETH     WHEREAS, it is the desire of the parties that, from time to time, inaccordance with the terms and conditions hereof, S1 shall, for STATE FARM,develop mutually agreed upon (i) modifications or enhancements to the LicensedPrograms as defined in the Remote Financial Services and Data ProcessingAgreement entered into as of the 30th day of June, 1998 or (ii)additional programs (collectively “Software”); or S1 shall (iii) provideconsulting services (“Consulting Services”).     WHEREAS, the parties intend that any work orders for Software, Enhancements,or Consulting Services that are executed after the effective date of thisAgreement will be governed by this Agreement.     ACCORDINGLY, the parties agree as follows:     1. TERM OF AGREEMENT. This Agreement shall become effective on thedate the second of the two parties executes this Agreement below and remain ineffect for the duration of later term of either the Remote Financial Services andData Processing Agreement entered into as of the 30th day of June, 1998 or theSoftware License Agreement entered into as of the 31st day ofDecember, 1998.     2. SERVICES. STATE FARM shall from time to time ask S1 to provideSoftware and Consulting Services. STATE FARM shall make its request on a workorder, the form of which is attached hereto and incorporated herein as Exhibit A(the “Work Order”). Each Work Order shall be in the format prescribed in ExhibitA and shall set forth, among other things, a description of the Software and/orthe Consulting Services to be delivered (collectively the “Deliverables”), thesequential order for delivery of the Deliverables, acceptance criteria specifiedfor acceptance of a Deliverable (the “Acceptance Criteria”), and the fee to bepaid with an explanation for each fee being charged under the Work Order (the“Fee Schedule”).
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     3. WORK ORDER AND FEES. Upon execution of the Work Order byboth parties, S1 shall provide the Deliverables according to that particular WorkOrder. In consideration of S1 performing and completing its responsibilitieshereunder, STATE FARM shall pay S1 the fee set forth in the particular WorkOrder. Such compensation shall be due and payable thirty (30) days followingSTATE FARM’S receipt of an accurate and legible invoice. All invoices shallreference the Work Order associated with the invoice. Any fees not paid withinsuch thirty (30) day period shall bear interest at the prime plus two percent(2%) rate per annum, as published bi-weekly in the Wall Street Journal,calculated from the date the payment was due until the date the payment isreceived by S1. STATE FARM’s payment of such interest on late payments shall notprevent S1 from exercising any other rights under this Agreement and applicablelaw.     4. MEETINGS. When deemed necessary by either party, in order toprovide the Deliverables, S1 and STATE FARM personnel shall meet at a mutuallyagreeable time and place. Both parties acknowledge that it shall be necessary tocooperate reasonably in order to carry out this Agreement, and each agrees tocooperate reasonably with the other.     5. CONFIDENTIALITY.     a. In the course of their performance under this Agreement, the parties maylearn or have access to certain confidential, business, trade secret, proprietaryor other similar information or products of the other party or of the otherparty’s vendors, consultants, suppliers, customers or agents (the “ConfidentialInformation”). The parties will keep strictly confidential any suchConfidential Information.     b. The party providing Confidential Information to the other party isreferred to as the “Disclosing Party,” and the party receiving the ConfidentialInformation of the Disclosing party is referred to as the “Receiving Party.”Confidential Information will not include products or information that: i. are in the public domain, or in thepossession of the Receiving Party, without restriction at thetime of receipt under this Agreement;  ii. are used or released with the prior written approval ofthe Disclosing Party;  iii. are independently developed by theReceiving Party; or  iv. are ordered to be produced by acourt of competent jurisdiction or appropriate regulatoryauthority, but in such case the Receiving Party producing theConfidential Information agrees to notify the Disclosing Partyimmediately and cooperate with the Disclosing Party inasserting a confidential or protected status for theConfidential Information.
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     c. The Receiving Party may furnish access to Confidential Information of theDisclosing Party to third parties providing services to the Receiving Party, to theextent needed in connection with the performance of services directly or indirectlyfor the benefit of STATE FARM, provided that: i. such third parties have agreed inwriting with either the Receiving Party or the Disclosing Party,in terms no less restrictive than the confidentialityobligations under this Agreement, to keep confidential theConfidential Information; and  ii. such third parties have agreed inwriting with either the Receiving Party or the Disclosing Partynot to use the Confidential Information for their own benefit orthe benefit of any person or entity besides STATE FARM; and  iii. the Receiving Party, when allowingsuch third parties access to the Disclosing Party’s ConfidentialInformation, will not exceed the license or use restrictions inthe Agreement.     d. If S1 receives any Confidential Information of any vendor, consultant,supplier, customer or agent of STATE FARM in connection with S1’s performance ofservices under this Agreement, S1 will not use that Confidential Information for anypurpose other than the provision of services to STATE FARM.     e. Each party will return to the Disclosing Party upon the Disclosing Party’srequest any Confidential Information and copies thereof. The provisions of thisSection 6 will survive termination of this Agreement.     6. PERFORMANCE STANDARDS:     a. The S1 or STATE FARM representatives who fulfill their respectiveresponsibilities under this Agreement have the ability and expertise to performtheir responsibilities hereunder, and in doing so shall use commerciallyacceptable standards of professional workmanship. STATE FARM shall have the rightto reject any of S1’s employees whose qualifications in STATE FARM’S judgment donot meet commercially acceptable standards of professional workmanship. S1 andSTATE FARM agree to make a good faith commercially reasonable effort to adhere tothe other party’s required qualifications. Both parties shall work together toresolve issues pertaining to changes in scheduling, resource impact, andpriorities in accordance with the following: i. STATE FARM shall delineate theindividual rejected in writing and submit it to the S1 projectmanager.  ii. S1’s project manager shall estimatethe scheduling impact associated with replacing the rejectedemployee. S1 will provide such information in writing to theSTATE FARM project manager.
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 iii. The STATE FARM project manager will review theexpected impact and either approve the estimated impact orwork with the S1’s project manager to resolve anymodifications to such scheduling.     b. S1 expressly warrants that any Software and Enhancements covered bythis Agreement do not and shall not contain any lock, clock, timer, counter,copy protection feature, lockout device, dissolve feature, a hole in thesecurity system, (often referred to as a trap door or backdoor), replicationdevice, defect (“virus” or “worm” as such terms are commonly used in thecomputer industry), CPU serial number reference, code, error message, or anyother device which (i) might lock, disable or erase the Software andEnhancement; (ii) might prevent STATE FARM from fully using the Software andEnhancement; (iii) might require action or intervention by S1 or any otherperson or entity to allow STATE FARM to use the Software and Enhancement; or(iv) might affect the functionality of the Software and Enhancement in anyway.     c. S1 expressly warrants that the Software and Enhancement will neitherfail due to, nor produce incorrect results in, date-related processing,including processing of dates later than 1999, or leap years.     d. Both parties warrant that there are no current or threatened legal proceedingsthat would adversely affect its ability to perform its obligations under thisAgreement S1 also warrants that after reasonable review, that neither S1 nor or any of itsemployees, subcontractors or agents who will perform services under this Agreementhave been convicted of felony offense involving dishonesty or a breach of trust.     e. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT,S1 AND STATE FARM EXPRESSLY DISCLAIM, AND LICENSOR AND LICENSEE HEREBY WAIVE, ALLOTHER REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLED, INCLUDING, BUT NOTLIMITED TO, REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANYPARTICULAR PURPOSE, AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR COURSE OFPERFORMANCE.     7. OWNERSHIP, LICENSE, AND MAINTENANCE:     a. All Deliverables provided to STATE FARM by S1 under this Agreementshall be the sole and absolute property of S1, except for those ideas,techniques and materials that identify STATE FARM, contain STATE FARM’SConfidential Information, or according to the Work Order, are jointlydeveloped exclusively for STATE FARM, which ideas, techniques or materialsshall be exclusively owned by STATE FARM.     b. License of Software: S1 hereby grants to STATE FARM without anyadditional charge whatsoever, a non-transferable, perpetual, royalty-free,non-exclusive, enterprise wide license for STATE FARM, its employees andindependent contractor insurance agents and/or their staff personnel to use,reproduce, modify, improve, transmit, display, perform maintenance on, provideaccess to, and create derivative works from, the Software and theEnhancements; provided, however, STATE FARM may not sell, license ordistribute the Software and Enhancements to any third party,
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except its independent contractor insurance agents and/or their staff personnel;and, provided further, that STATE FARM may provide access to the Software andEnhancements to third parties whose duties for STATE FARM require such access. S1will provide to STATE FARM the source code for the Software and Enhancements, butnot for any third party software embedded in the Software and Enhancements.Notwithstanding the foregoing, STATE FARM’S right to create modifications,improvements and/or derivative works of the Software and Enhancements shall in noway create or transfer any right or title in the underlying Software andEnhancements. This license grant shall survive termination of this Agreement. AnySoftware and Enhancements delivered to STATE FARM under this Agreement shall besubject to the terms and conditions of this Agreement, and the Software LicenseAgreement dated December 31, 1998.     c. Maintenance of Software: S1 will provide maintenance and support for theSoftware and Enhancements at no additional charge whatsoever as long as STATEFARM remains current with respect to its procurement of maintenance for other S1products that work in conjunction with the Software and Enhancements. STATE FARMacknowledges that in the event that it modifies, improves or creates derivativeworks from the Software and Enhancements, S1 shall be relieved of itsresponsibility to maintain the modified code.     8. INFRINGEMENT INDEMNIFICATION:     a. S1 shall indemnify and hold STATE FARM fully harmless against any and allthird party claims, expenses, judgments, liabilities, damages or losses,including reasonable attorneys’ fees and expenses, and at S1’s sole expense shalldefend all third-party actions and proceedings arising from any infringement oralleged infringement related to the Deliverables provided and furnished or usedunder this Agreement, to the extent such infringement or alleged infringement iscaused by such S1 Deliverables. Notwithstanding the foregoing, S1 shall notindemnify STATE FARM for the above claims nor defend such actions to the extentsuch claims or actions are caused by: i. STATE FARM’S modification of the S1Deliverables, and no infringement would have occurred withoutsuch modification, or  ii. STATE FARM’S failure to usecorrections or enhancements made available to STATE FARM by S1,provided that: A. STATE FARM has had areasonable period of time to implement such correctionsor enhancements; and  B. Such corrections orenhancements do not adversely affect the functionalityor performance of the S1 Deliverables in any materialrespect; or iii. STATE FARM’S use of the S1Deliverables in combination with any product or information notsupplied by S1, and no infringement would have occurred withoutsuch combination.
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     b. In the event that an injunction or restraining order is obtainedagainst the use or distribution of any S1 Deliverable by STATE FARM because ofinfringement or alleged infringement of any United States or Canadian patent,copyright, trade secret, mask work or other intellectual property right or anyproprietary, contract or other right of any third party, or in S1’s judgement anyS1 Deliverable is likely to become the subject of a successful claim of suchinfringement, S1 shall, at S1’s option and expense, within a reasonable timeperiod: i. Procure for STATE FARM the right touse the S1 Deliverable as provided in this Agreement; or  ii. Replace or modify the Deliverable soit becomes non-infringing without materially affecting theperformance thereof; or  iii. If option (i.) and (ii.) are notavailable despite S1’s commercially reasonable efforts, itshall terminate the licenses granted hereunder, accept returnof all copies of S1 Deliverables in STATE FARM’S possession,and refund to STATE FARM an amount equal to the depreciated feepaid by STATE FARM for such S1 Deliverables (calculated on astraight line basis over a ten (10) year life).     c. STATE FARM shall indemnify and hold harmless S1 against any and all thirdparty claims, expenses, judgments, liabilities, damages or losses, includingreasonable attorneys’ fees and expenses, and shall defend all third party actionsand proceedings at STATE FARM’S sole expense arising from any infringement oralleged infringement by STATE FARM’s technology or modifications or derivativeworks created by STATE FARM (collectively, “State Farm Works”) of any UnitedStates or Canadian patent, copyright, trade secret, mask work or otherintellectual property right or any proprietary right of any third party to theextent such infringement or alleged infringement is caused solely by the StateFarm Works, or S1’s permitted use of the State Farm Works.     9. ACCEPTANCE.     a. S1 shall furnish to STATE FARM Deliverables that fully conform to theWork Order in all material respects. Whenever S1 provides to STATE FARM aDeliverable required under an applicable Work Order, S1 shall notify STATE FARMin writing of the delivery and request acceptance of it. STATE FARM shall havethe right to evaluate and test each Deliverable in accordance with the AcceptanceCriteria specified in the Work Order. Within ten (10) business days of delivery(or such greater or shorter period as may be specified in a Work Order as to aspecific Deliverable) (the “Acceptance Period”), STATE FARM shall provide to S1notification of its acceptance or rejection of the Deliverable in accordance withthe Work Order. If STATE FARM does not accept or reject the Deliverable withinthe specified time period, such Deliverable shall be deemed accepted.
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     b. If STATE FARM rejects the Deliverable within the specified period, STATEFARM shall provide S1 with notice of the rejection and the specific reasonsjustifying the rejection (the “Rejection Notice”). Within thirty (30) days ofreceipt of STATE FARM’S Rejection Notice, S1 shall: (i) correct the problemspreventing acceptance, as specified in the Rejection Notice so that theDeliverable complies with the Work Order, at no additional charge to STATE FARM,or (ii) with the consent of STATE FARM, reach an agreement with STATE FARM on aplan to correct such problems within a period of time that is reasonable underthe circumstances (which plan the parties agree to negotiate in good faith) anddiligently proceed according to such plan until the problems have beencorrected. STATE FARM shall, to the extent practical given the quality of theparticular Deliverable, identify all problems at one time so as to avoidexcessive, successive rejections.     10. USE OF THE PARTIES’ NAMES. Neither party shall disclose orotherwise identify the other party orally or in any of its advertising,publications, or other media to be displayed or disseminated to its customers orother parties.     11. INDEPENDENT CONTRACTOR. The parties expressly agree that S1shall be an independent contractor for all purposes in the performance of thisAgreement and that none of its employees or agents shall be considered anemployee of STATE FARM for any purpose. S1 shall be responsible for compliancewith all tax, workers’ compensation, and other applicable laws or regulations. S1accepts exclusive liability for all contributions and payroll taxes payable underfederal and state social security or old age benefit and unemployment insuranceor workers’ compensation acts as to persons employed in the performance of thisAgreement. Nothing in this Agreement shall be construed so as to constituteeither party as a partner, employee, joint venturer, or agent of the other party.     12. INSURANCE. During the term of this Agreement, S1 shallmaintain in effect the following minimum levels of insurance coverage:(A). Commercial General Liability with limits not less than one million dollars($1,000,000) per occurrence and one million dollars ($1,000,000) aggregate;(B). Commercial Automobile Liability with limits not less than onemillion dollars ($1,000,000) per Accident;(C). Umbrella Excess Liability with limits not less than fivemillion dollars ($5,000,000) per occurrence and five million dollars($5,000,000) Aggregate;(D). Workers’ Compensation coverage as required by statute andEmployers’ Liability with limits not less than: i) five hundred thousanddollars ($500,000) each accident, ii) five hundred thousand ($500,000)disease in the aggregate, and iii) five hundred thousand dollars ($500,000)disease per employee;(E). Professional Errors and Omissions Liability with limits notless than one million dollars ($1,000,000) per error and one milliondollars ($1,000,000) in the aggregate.     13. APPLICABILITY TO SUBCONTRACTORS. S1 shall ensure that itssubcontractors also adhere to the applicable provisions of this Agreement.
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     14. USE OF EQUIPMENT. In the event STATE FARM, in its solediscretion, decides to loan equipment to S1 to facilitate S1’s performance ofthe Agreement, S1 shall be responsible for any loss or damage to such equipment.     15. HOLD HARMLESS. Each party (“Indemnitor”) expressly agrees,anything herein to the contrary notwithstanding, that it shall indemnify andhold the other party (“Indemnitee”) fully harmless against any and all damagesto personal property, real property or for personal injury or death, sustainedor incurred by a third party, including costs and reasonable attorneys’ fees, asa result of the negligent acts or omissions of Indemnitor, its employees oragents.     16. LIMITATION OF LIABILITY. EXCEPT FOR THE PROVISIONS OF SECTIONS9 AND 17 OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHERPARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES OF ANY KINDWHATSOEVER. EXCEPT FOR THE PROVISIONS OF SECTIONS 9 AND 17 OF THIS AGREEMENT, INNO EVENT WHATSOEVER SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR ANYREASON WHATSOEVER EXCEED IN THE AGGREGATE THE MUTUALLY AGREED TO COMPENSATIONSTIPULATED IN THE WORK ORDER UNDER WHICH THE LIABILITY ALLEGEDLY OCCURRED.     17. NO WAIVER. It is expressly understood that if either party onany occasion fails to adhere to any term of this Agreement, and the other partydoes not enforce that term, the failure to enforce on that occasion shall notprevent enforcement on any other occasion.     18. TERMINATION. Either party may, at its election and upon ninety(90) days prior written notice, terminate this Agreement or a Work Order orspecific Consulting Services described in a Work Order. However, suchtermination shall not affect any right or claim of either party incurred oraccruing prior to the date of termination, including without limitation, anyright or claim of S1 payable for consulting services rendered or reimbursableexpenses incurred prior to such termination date.     19. ASSIGNMENT. Anything in the Agreement to the contrarynotwithstanding, neither party may assign its duties under the Agreement to anyother entity, including an entity which affiliates or merges with or acquiressuch party, except when such assignment of this Agreement is approved in advanceby the other party in writing, which approval such other party may notunreasonably withhold.     20. TIME IS OF THE ESSENCE. S1 acknowledges that time is of theessence to STATE FARM. STATE FARM acknowledges that time is of the essence toS1. It is the further expectation of the parties that the Deliverables to beprovided under this Agreement shall be completed on the date specified in therelevant Work Order(s).
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     21. FORCE MAJEURE. Neither party shall be liable for any delaysin performance hereunder due to circumstances beyond its control including,but not limited to, acts of nature, acts of governments, delays intransportation, and delays in delivery or inability of suppliers to deliver.STATE FARM shall have the option to terminate any and all obligations underthis Agreement as amended by so notifying S1 in writing if the delay inperformance exceeds sixty (60) days from the originally agreed uponperformance date. Notwithstanding the foregoing, such Force Majeure shallnot excuse STATE FARM from making payments for the Deliverables that havebeen accepted by STATE FARM.     22. NOTICES. All notices, demands, requests, or other communicationswhich may be or are required to be given, served, or sent by any party to anyother party pursuant to this Agreement shall be in writing and shall be handdelivered (including delivery by courier and overnight delivery service), ormailed by first class, registered or certified mail, return receiptrequested, postage prepaid, addressed as follows:   If to S1: If to STATE FARM: Security First Technologies, Inc. State Farm Mutual Automobile Insurance Company3390 Peachtree Road, N.E., Suite 1700 Three State Farm Plaza South, H-3Atlanta, GA 30326 Bloomington, IL 61791-0001Attn: Legal Department Attn: Director of Technical Procurement ServicesTelephone: 404-812-6200 Telephone: 309-766-3963Telecopy: 404-812-6237 Telecopy: 309-763-4720   with a copy to: with a copy to:   Security First Technologies, Inc. State Farm Mutual Automobile Insurance Company3390 Peachtree Road, N.E., Suite 1700 One State Farm Plaza, E-7Atlanta, GA 30326 Bloomington, IL 61710-0001Attn: Exec VP of Customer Operations Attn: Scott ShafferTelephone: 404-812-6200 Telephone: 309-766-0797Telecopy: 404-812-6717 Telecopy: 309-766-1919Each party may designate by notice in writing a new address to which anynotice, demand, request, or communication may thereafter be so given,served or sent. Each notice, demand, request, or communication which shallbe mailed, delivered, or transmitted in any manner described above shallbe deemed sufficiently given, served, sent or received for all purposes atsuch time as it is delivered to the addressee (with the return receipt, orthe affidavit of messenger being deemed conclusive, but not exclusive,evidence of such delivery) or at such time as delivery is refused by theaddressee upon presentation.     23. SEVERABILITY. Terms and conditions of this Agreementshall be severable, and if for any reason any term or condition isdetermined to be invalid, illegal or unenforceable, the same shall notimpair the operation of, or otherwise affect, the valid terms andconditions of this Agreement, so long as the intent of this Agreement ismaintained.
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     24. TAXES. STATE FARM shall pay any legally imposed sales/use taxes. Under nocircumstances shall STATE FARM be liable for any penalties, fines, or other such charges incurreddue to the failure of S1 to pay when due any taxes owed by STATE FARM under the Agreement. STATEFARM shall not be required to pay or reimburse S1 for taxes based upon the net income orfranchise of S1, nor for taxes imposed upon S1 solely by reason of S1 doing business in or beingincorporated in the jurisdiction imposing such taxes.     If STATE FARM contests or attempts to avoid or reduce any such taxes, penalties, fines orother charges, S1 shall cooperate with STATE FARM in good faith and shall, at STATE FARM’Srequest, file any related document. S1 shall pass to STATE FARM any tax refund and relatedinterest it receives based on STATE FARM’S previous payment or reimbursement of applicable taxesand related interest.     25. SURVIVAL OF CERTAIN PROVISIONS. Those provisions which by their terms areintended to survive the termination of this Agreement, including, but not limited to, Sections 5,6, 7, 8, 9,10,14,16 and 17 hereof, shall survive the termination of this Agreement for any reason.This Agreement (and any attachments, addenda, and supplements thereto) shall be the complete andexclusive statement of the agreement between the parties as to the subject matter of thisAgreement, and shall be binding upon each of the parties hereto, their respective successors, andto the extent permitted their assigns. This Agreement cannot be amended or otherwise modified,except as agreed to in writing by each of the parties hereto. This Agreement shall becomeeffective on the date the second of the two parties to sign executes this Agreement below.       SECURITY FIRST TECHNOLOGIES, INC.   STATE FARM MUTUAL AUTOMOBILE  3390 Peachtree Road   INSURANCE COMPANY  Suite 1700   One State Farm Plaza  Atlanta, GA 30326-1108   Bloomington, IL 61710         /s/ Charles W. Ogilvie Signature   /s/ Ron Hartema Signature         Charles W. Ogilvie Printed or Typed Name   Ron Hartema Printed or Typed Name         General Manager Title   VP Title         3/27/00 Date   3/31/2000 Date  
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EXHIBIT A