<PAGE>   1


                                                        
                                                                   EXHIBIT 10.42
                                            XXX-CONFIDENTIAL TREATMENT REQUESTED
                                                AND CONFIDENTIAL PORTIONS FILED
                                                SEPARATELY WITH THE COMMISSION


                        PHOENIX INTERNATIONAL LTD., INC.

                        COOPERATIVE MARKETING AGREEMENT


Marketing Agent:   The Netcomm Group, Inc.             Date:  Sept. 5, 1996
                   --------------------------------           -------------

(X) Corporation           ( ) Partnership
( ) Limited Partnership   ( ) Limited Liability Company

State of Organization:  Indiana                                     
                        ---------------------------

Address:         15266 Herriman Blvd                                
                 ----------------------------------

                 Noblesville, Indiana  46060                        
                 ----------------------------------

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

                 Attention:  XXXX                                   
                             ----------------------

                 Fax:  XXXXXX                               
                       ----------------------------


         This COOPERATIVE AGREEMENT (this "Agreement") is entered into as of
the date first set forth above by and between Phoenix International Ltd., Inc.,
a Florida corporation ("Phoenix"), and the party first identified above as the
Marketing Agent ("Marketing Agent").  The parties hereto, intending to be
legally bound, agree as follows:

1        APPOINTMENT

Subject to the terms and conditions of this Agreement, the Marketing Agent
hereby agrees to enter into a cooperative marketing relationship with Phoenix
as set forth in the relationship addendum(s) attached hereto and listed below
(the "Relationship Addendum(s)"):


         SERVICES ADDENDUM

         TRAINING AND IMPLEMENTATION ADDENDUM

         RELATIONSHIP ADDENDUM

         SERVICE BUREAU ADDENDUM
<PAGE>   2

2        DEFINITIONS

As used in this Agreement, capitalized terms shall have the following meanings:

2.1      Confidential Information means any business, technical or other
information furnished by Phoenix to the Marketing Agent or disclosed to the
Marketing Agent as a result of examination or inspection of Phoenix's
facilities or product prototypes.  Confidential Information shall in all cases
include all source code, development level documentation, and similar technical
information regarding the Software and all marketing and product development
information provided by Phoenix.  Information which is disclosed orally will
be deemed to be Confidential Information provided that it is identified as
confidential at the time of disclosure and that the disclosing party, within
twenty-one (21) days after such disclosure, provides such information to the
receiving party in writing designated as confidential.

2.2      Documentation means the documentation associated with the Software as
produced and provided by Phoenix to the Marketing Agent and its customers
generally.

2.3      Eligible Prospect means a retail bank organized and doing business
exclusively in the Territory, and as more particularly described in Exhibit B
attached hereto.

2.4      End Users means customers presented to Phoenix by the Marketing Agent
and approved by Phoenix in accordance with Section 5.1 hereof, who license the
Software under an End User License.

2.5      End User License means the form of agreement or agreements applicable
to the license of the Software as provided by Phoenix to the Marketing Agent
from time to time.

2.6      Intellectual Property Rights means all copyright, design rights,
whether registered or unregistered, patents or patent application, know-how,
trade secrets, and Confidential Information related to or arising in the
Software or Documentation, including all applicable architecture, designs,
modules, routines, programming, command structures, interfaces, and any
Modifications thereto.

2.7      Maintenance means making Modifications to the Software to correct
verifiable and reproducible errors reported to Phoenix and includes all error
correction, maintenance and emergency releases and other modifications required
as a result of changes made by Phoenix which directly affect any of the
Software.

2.8      Modification means a work which is based upon one or more preexisting
works, such as a revision, modification, translation, abridgment, condensation,
expansion, or any other form in which such preexisting works may be recast,
transformed, or adapted, and shall include any work that incorporates or is
combined with such a preexisting work or any portion thereof.


                                      2
<PAGE>   3




2.9      Modify means, with respect to any of the Software, to make a
Modification.

2.10     New Release means a new release of any of the Software to introduce
changes or additions to the Software for purposes of error correction and minor
enhancement of functionality and features.

2.11     New Version means a new release of any of the Software which adds
significant new features or functions, or significant improvement in
performance and for which Phoenix may make extra charges to its customers
generally.

2.12     Prime Rate means the prime rate (or base rate) reported in the "Money
Rates" column or section of The Wall Street Journal as being the base rate on
corporate loans at larger U.S. Money Center banks on the first date on which
The Wall Street Journal is published in each month.

2.13     Trademarks means the trademarks, service marks and trade names used by
Phoenix in connection with its software, products and services, whether
registered or unregistered.

2.14     Support means the provision of relevant assistance in the form of
telephone assistance and consultation, personnel and materials for the
implementation and continued use of the Software, including any Modification
which Phoenix offers as an addition to, replacement for, or option with such
Software under this Agreement.

2.15     Software means the technology, software, documentation, equipment,
communications and other items as indicated on Exhibit A attached hereto, as
such Exhibit may be amended from time to time in writing.

2.16     Territory means the regions set forth on Exhibit B, as such regions
exist as of the date of this Agreement.


3        LICENSE

Subject to the terms of this Agreement, and only as appropriate under the
applicable Relationship Addendum(s), Phoenix hereby grants to the Marketing
Agent the following non-exclusive, revocable rights and licenses with respect
to the Software within the Territory:

3.1      To use the Software as reasonably required to fulfill its obligations
and exercise its rights under this Agreement and in accordance with the
Relationship Addendum(s).  The Marketing Agent may not provide the Software to
any third party except pursuant to a fully executed End User License, and may
not use the Software in production for the benefit of any third party, except
as otherwise allowed in a Relationship Addendum attached hereto or as otherwise
provided by written agreement signed by both parties.  The Marketing Agent may
not use, rely





                                       3
<PAGE>   4




on, or refer to the Software for purposes of developing or supporting any other
software.

3.2      Subject to completion of sufficient training as applicable and as
required by Phoenix from time to time, to use the Software for back up,
demonstrations, and evaluations involving End Users.

3.3      To use the Trademarks relating to the Software, provided, however,
that such use shall be subject to reasonable advertising and promotion
guidelines which Phoenix may provide from time to time.  Phoenix reserves the
right to disallow any use of the Trademarks which would in any way, in
Phoenix's opinion, harm the validity or value of the Trademarks.

3.4      The Marketing Agent shall not copy, adapt, modify or reproduce the
Software in any manner whatsoever except as reasonably necessary for
demonstration, marketing, backup and archival purposes.  All copies of the
software to be provided to End Users shall be supplied to the Marketing Agent
by Phoenix.


4        TERM AND REVIEW

4.1      This Agreement shall become effective on the date first set forth
above and shall continue for an initial period of two (2) years.  This
Agreement shall automatically renew thereafter from year to year, unless and
until terminated by either party, in its discretion, by at least thirty (30)
days' prior written notice to the other party.  In addition, Phoenix reserves
the right to terminate this Agreement at any time on at least thirty (30) days'
prior written notice if the Marketing Agent defaults on its obligations, incurs
a conflict of interest of significant impact, or fails to devote reasonable
effort to the license of the Software to End Users.

4.2      Notwithstanding the termination of this Agreement, Phoenix shall
continue to be entitled to the fees earned under this Agreement after such
termination.  So long as the Marketing Agent continues to satisfy its
obligations to End Users under this maintenance and support agreements,
notwithstanding a termination of this Agreement, the Marketing Agent may
continue to provide such maintenance and support.

4.3      Either party may request a review of this Agreement and the royalty
payments applicable to the Software, such review to take place in advance of
each anniversary of the commencement of this Agreement while the Agreement
remains in force.

4.4      Survival.  Notwithstanding termination of this Agreement for any
reason (including, without limitation, by notice pursuant to Section 3.1),
Sections 10 (Title to Intellectual Property), 11 (Confidentiality) and 14
(General) shall continue to have effect as shall any other provisions which by
their nature or necessary implication ought or were intended to continue to
have effect, and End User Licenses of customers already granted prior to the
date of such termination shall continue to be valid.





                                       4
<PAGE>   5





4.5      Actions Upon Termination.  Upon termination the Marketing Agent shall:

         a.      promptly cease to use, license, market or promote the
         Software;

         b.      return all copies of the Software in the possession of the
         Marketing Agent to Phoenix and shall cease using the same for any
         purpose whatsoever except to fulfill its obligations under maintenance
         and support agreements;

         c.      for a period of six (6) months following termination, refer to
         Phoenix all prospective customers and all inquiries received by it
         relating to the Software;

         d.      return and deliver or cause to be returned and delivered to
         Phoenix all memoranda, notes, reports, documents or media relating to
         or containing Confidential Information, including any copies or
         extracts thereof.

The Marketing Agent shall certify its compliance with this Section upon the
written request of Phoenix.


5        OBLIGATIONS OF THE MARKETING AGENT

5.1      End User Approval.  The Marketing Agent shall notify Phoenix of
potential customers for the Software.  Phoenix shall notify the Marketing Agent
of marketing conflicts with Phoenix's marketing efforts to such potential
customers.  In case of conflict, the senior sales managers of Phoenix and the
Marketing Agent shall determine whose sales force shall market to the customer.
If no resolution can be reached, the decision of Phoenix as to such customer
shall be final.

5.2      Customer Contacts.  During the term of this Agreement, the Marketing
Agent will work exclusively with Phoenix with respect to any business
opportunity presented to the Marketing Agent by Phoenix or obtained by the
Marketing Agent as a result of the working relationship of the Marketing Agent
with Phoenix.

5.3      Development of Competing Software.  The Marketing Agent shall not use
the Software or Documentation or any Confidential Information (as defined
herein) that it may acquire in connection with this Agreement to develop, have
developed, or support or invest in, directly or indirectly, the development of
any product which has, entirely or partially, the same functions as any of the
Software or which would be in direct or indirect competition with any of the
Software, or to sell competing products or services.

5.4      Qualified Personnel.  The Marketing Agent shall employ suitably
qualified and trained personnel in order to perform its obligations hereunder,
and under any End User License or other agreement with an End User related to
the implementation, use or support of the Software.





                                       5
<PAGE>   6





5.5      End User Compliance.  The Marketing Agent shall inform Phoenix of all
known breaches by End Users of their agreements with Phoenix.

5.6      Notices, Logos and Marks.  The Marketing Agent shall not alter, erase
or obscure any notices, legends, or trademarks or alter any indications of
ownership such as copyright, serial number or any other designations or
security provisions featured on copies of the Software and Documentation, and
shall include all such features on all copies of the Software and Documentation
made by the Marketing Agent.

5.7      Copies of Materials.  The Marketing Agent shall send to Phoenix copies
of all advertising, marketing and product material related to the Software
created or to be used by the Marketing Agent.  

6        PHOENIX'S OBLIGATIONS

6.1      Copies of the Software.  Phoenix shall provide the Marketing Agent
with a reasonable number of copies of the Software and Documentation as
necessary for the Marketing Agent to fulfill its obligations and exercise its
rights hereunder.  All Documentation shall be provided in English.

6.2      Maintenance and Support.  Phoenix shall provide a description of the
specific hardware and software environment required by the Software.  Upon
request, Phoenix will review alternative hardware and software configurations
proposed by the Marketing Agent and may, in its sole discretion, approve such
configurations.  Phoenix shall provide the following maintenance and support
for Software operating in approved hardware and software environments during
the term of this Agreement:

         a.      Support.  Phoenix shall provide Support and Maintenance to the
         Marketing Agent for the then-current version and the immediately
         preceding version of the Software.  In order to assist in the
         provision of Maintenance, the Marketing Agent shall notify Phoenix
         promptly following the discovery of any defect.  Further, upon
         discovery of a defect, if requested by Phoenix, the Marketing Agent
         shall submit to Phoenix a listing of output and any other data that
         Phoenix may require in order to reproduce the error and the operating
         conditions under which the error occurred or was discovered.

         b.      Upgrades.  Phoenix shall provide the Marketing Agent with a
         copy of each New Release and each New Version of the Software as
         Phoenix may from time to time issue to its customers generally.
         Phoenix shall provide reasonable telephone support to assist in the
         installation and operation of each New Release and New Version.  For
         any particular New Release or New Version to operate properly, the
         Marketing Agent must have installed all prior New Releases and New
         Versions.

                 Regulatory Compliance.  Phoenix shall ensure the software
         complies with minimum regulatory requirements of U.S. Federal Agencies
         having jurisdiction over the





                                       6
<PAGE>   7




         operation of the End User.

         d.      Telephone Support.  Phoenix shall maintain a telephone support
         line during hours to be designated by Phoenix from time to time, which
         in any case shall cover at least 8:30 a.m. to 5:30 p.m. Monday through
         Friday, Orlando, Florida time.  Support in response to questions which
         are outside the intended scope of this Agreement may be subject to an
         additional charge.

         e.      Exceptions.  The following matters are not covered by
         Maintenance or Support under this Agreement: 

                 (1)      Any problem resulting from the misuse, improper use,
                 alteration, or damage of any of the Software;

                 (2)      Any problem caused by the Modifications of any
                 version of the Software not made or authorized by Phoenix; or

                 (3)      Any problem resulting from the use of the Software
                 with other programming or with hardware configurations not
                 approved in writing by Phoenix.

6.3      Expenses for On-Site Support.  The Marketing Agent shall pay Phoenix's
normal charges and expenses for time, materials, and other resources and
expenses, including Phoenix's travel costs, required to provide Maintenance or
Support hereunder.  In addition, the Marketing Agent is responsible for
procuring, installing, and maintaining all computer and other equipment,
networks, telephone lines, communications interfaces, and other hardware
necessary to operate the Software and to obtain maintenance services from
Phoenix.  Phoenix will not be responsible for delays caused by events or
circumstances beyond its reasonable control.


7        TRAINING.

7.1      Initial Training.  Phoenix shall provide up to 4 instructor days of
initial training in the functionality, marketing and operation of the Software.
The Marketing Agent shall pay Phoenix's reasonable travel, living, facility and
equipment expenses for such training, but shall not be charged for instructor
time.  Phoenix shall provide training materials including "The Value Added Path
Methodology," sales and marketing materials, and an initial stock of sales
collaterals.  Additional materials will be provided upon request at a price
equal to Phoenix's cost for such materials.

7.2      Upgrade Training.  Phoenix shall provide training on all New Releases
at times and locations determined by Phoenix.  The Marketing Agent may send two
representatives to one scheduled training session for each New Release at no
cost.  Additional representatives may attend such training for additional fees
as determined by Phoenix.  The Marketing Agent shall pay all travel and living
expenses for its representatives.





                                       7
<PAGE>   8





7.3      Additional Training.  Phoenix shall provide additional technical
assistance and training to the Marketing Agent in excess of the initial
training as reasonably requested by the Marketing Agent; provided, however,
that the Marketing Agent shall reimburse Phoenix for all expenses incurred by
Phoenix in providing such assistance and training and shall pay all applicable
training and instructor fees related to such services at Phoenix's then current
rates, unless otherwise agreed in writing before such services are provided.

7.4      Classes.  Subject to space availability, the Marketing Agent may
enroll its employees in additional or advanced training classes at Phoenix's
then current rates.  

8        WARRANTY

8.1      Limited Warranty.  Phoenix warrants to the Marketing Agent that the
Software will, for a period of one (1) year after receipt, perform
substantially in conformance with applicable specifications (the "Limited
Warranty").  Phoenix makes no warranty that all nonconformities or defects have
been or can be eliminated from the Software or that operation of the Software
will be uninterrupted or error free.  This Limited Warranty shall not apply to
(i) Modifications made to the Software other than those described in the
applicable Documentation or expressly approved by Phoenix, or (ii) to Software
damaged due to accident, abuse or neglect.

8.2      Exclusive Remedy.  The Marketing Agent's sole and exclusive remedy for
breach of the above Limited Warranty shall be, at the option of Phoenix, repair
or replacement of the relevant Software.  Any replacement Software shall be
covered under the Limited Warranty for the remainder of the original warranty
period, or for thirty (30) days after receipt, whichever is longer.

8.3      DISCLAIMER.  EXCEPT FOR THE WARRANTY SET FORTH ABOVE, THE SOFTWARE ARE
LICENSED TO THE MARKETING AGENT "AS IS," AND PHOENIX DISCLAIMS ANY AND ALL
OTHER REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR
IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.

8.4      LIMITATION OF LIABILITY AND DAMAGES.  PHOENIX'S LIABILITY FOR ANY AND
ALL DAMAGES SHALL BE LIMITED TO THE EXCLUSIVE REMEDY SET FORTH ABOVE.  NEITHER
PARTY SHALL HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF PROFITS, INTERRUPTION OF BUSINESS, OR ANY OTHER MONETARY LOSS, ARISING
OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR FOR MISSTATEMENTS, MISTAKES
OR OMISSIONS IN THE DOCUMENTATION, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE
POSSIBILITY OF SUCH DAMAGES.

8.5      Limitation on Actions.  No action, regardless of form, arising out of
this Agreement or





                                       8
<PAGE>   9




the transactions contemplated hereunder may be brought more than two (2) years
after the cause of the action has accrued.

8.6      Independent responsibility.  Neither party shall be responsible to any
customer or End User for the quality of service or performance of products
furnished by the other party.  Each party is solely responsible for
establishing the prices of its own products, services and associated
deliverables.

8.7      Trademark Use.  Neither party, without the express prior written
approval of the other shall use the trademarks, service marks, or proprietary
words or symbols of the other.  Notwithstanding the foregoing, nothing
contained in this Agreement shall affect either party's rights to use any
trademarks, service marks, or proprietary words or symbols of the other to the
extent otherwise permitted by applicable law or by written agreement between
the parties.


9        INDEMNIFICATION BY PHOENIX.

9.1      Infringement of Intellectual Property Rights.  If a third party claims
that the Software infringes any patent, copyright, trade secret, or similar
Intellectual Property Rights, Phoenix shall (as long as the Marketing Agent is
not in default under this Agreement or any other agreement with Phoenix)
indemnify and defend the Marketing Agent against such claim at Phoenix's
expense, provided that the Marketing Agent promptly notifies Phoenix in writing
of any such claim, allows Phoenix to control all negotiations and litigation
related thereto, and cooperates with Phoenix in the defense and disposition of
such claim, including any related settlement negotiations.

9.2      Limitations.  If such a claim is made or appears possible, Phoenix
may, at its option, secure for the Marketing Agent the right to continue to use
the Software, or modify or replace the Software so it is non-infringing.
Phoenix has no obligation hereunder for any claim based on a modified version
of the Software which has not been approved by Phoenix, or for any combination,
operation or use of the Software with a non-approved operating environment or
with any program, product, data or apparatus not approved in writing by
Phoenix.  Phoenix 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 12 STATES PHOENIX'S ENTIRE
OBLIGATION TO THE Marketing Agent WITH RESPECT TO MATTERS OF TITLE OR ANY CLAIM
OF INFRINGEMENT THEREOF.


10       TITLE TO INTELLECTUAL PROPERTY

         All right title and interest in and to all copies of the Software and
Documentation and all Intellectual Property Rights pertaining thereto shall
vest exclusively with Phoenix, including the





                                       9
<PAGE>   10




Intellectual Property Rights in all Modifications and other related works
created by or for Phoenix, the Marketing Agent, or any End User, including
their personnel and permitted agents or contractors.  To the extent rights in
Modifications and all Intellectual Property Rights therein do not automatically
and fully vest exclusively in Phoenix, the Marketing Agent agrees to and hereby
does assign to Phoenix all such rights, and shall execute all such other
agreements as Phoenix may require to effect such assignment.  To the extent
Modifications are produced by or under the supervision of the Marketing Agent,
Phoenix hereby grants to the Marketing Agent a non-transferable, and royalty
free license to reproduce, license and distribute such Modifications, but only
to the extent they are marketed and licensed or sold to End Users for use
solely with duly licensed versions of the Software pursuant to End User
Licenses in effect with Phoenix.


11       CONFIDENTIALITY


11.1     Non-Disclosure.  Except as otherwise provided herein or as allowed by
the prior written consent of Phoenix, for the term of this Agreement and for a
period of three (3) years following the termination of this Agreement, the
Marketing Agent (a) shall receive all Confidential Information in strict
confidence, (b) shall use the same degree of care which it uses to protect its
own confidential information to maintain the confidentiality and secrecy
thereof, (c) shall disclose the Confidential Information, and permit the
Confidential Information to be disclosed, only to employees of the Marketing
Agent who need access to the Confidential Information to carry out the terms
and intent of this Agreement, and (d) shall use the Confidential Information
only in furtherance of its rights and obligations set forth in this Agreement.
Both the parties shall keep confidential the terms and conditions of this
Agreement, but not its existence, and all other information which is designated
in writing as confidential by one party to the other.  Notwithstanding the
foregoing, the Marketing Agent may make such disclosures as may be required by
order of a court of competent jurisdiction, administrative agency or other
government body, or by law rule or regulation, provided, however, that to the
extent possible, the Marketing Agent gives Phoenix prior written notice of such
requirement and assists Phoenix in its efforts to oppose such requirement.

11.2     Exclusions.  Paragraph 9.2 hereof shall not apply to any Confidential
Information which (a) at the time of disclosure to the Marketing Agent is in
the public domain or thereafter enters the public domain for reasons not
attributable to any act or omission of the Marketing Agent in breach of its
obligations hereunder, (b) which the Marketing Agent can show was in the
possession of the Marketing Agent prior to the disclosure thereof to the
Marketing Agent by Phoenix, or (c) which the Marketing Agent can show is
acquired by the Marketing Agent from a third party who does not thereby breach
an obligation of confidence to Phoenix and who discloses it in good faith.





                                       10
<PAGE>   11





12       EXPORTS

12.1     Territory.  The Marketing Agent may not export the Software outside of
the Territory nor contact any prospective End User outside of the Territory
without Phoenix's prior written approval.


13       EMPLOYEES

During the term of this Agreement and for a period of twelve (12) months
thereafter, neither party will directly or indirectly solicit for employment or
employ any employee of the other without the prior written consent of the
other.


14       GENERAL

14.1     No Authority to Bind the Other Party.  The parties to this Agreement
are independent contractors and, except as provided in this Agreement or
otherwise in a writing signed by both parties, neither party is authorized to
act on behalf of the other or to bind the other.  This Agreement does not
establish any relationship of agency, partnership, or joint venture.  Each
party shall bear responsibility for its own employees, including terms of
employment, wages, hours, tax withholding, required insurance, and daily
direction and control.  Except as otherwise set forth in an Addendum, the
relationship created hereunder is non-exclusive as to each party.

14.2     Successors and Assigns.  Except as otherwise provided in this
Agreement, neither party may assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other party.  Any such
attempted assignment without such prior written consent shall be void and of no
force and effect.  This Agreement shall inure to the benefit of and shall be
binding upon the permitted successors and assigns of the parties hereto.

14.3     Governing Law.  The construction and interpretation of, and the rights
and obligations of the parties pursuant to this Agreement shall be governed by
the laws of the State of Florida.

14.4     Force Majeure.  Neither party shall be liable for any failure of or
delay in the performance of this Agreement for the period that such failure or
delay is due to acts of God, public enemy, civil war, strikes or labor
disputes, or any other cause beyond the parties' reasonable control.  Each
party agrees to notify the other party promptly of the occurrence of any such
cause and to carry out this Agreement as promptly as practicable after such
cause has terminated.

14.5     Severability.  In the event that any part of this Agreement is
declared by any court or other judicial or administrative body to be null, void
or unenforceable, said provision shall





                                       11
<PAGE>   12




survive to the extent if is not so declared, and all of the other provisions of
this Agreement shall remain in full force and effect.

14.6     Notices.  All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given:  (i) on the date of service if served personally on the party to whom
notice is to be given; (ii) on the day of transmission if sent via facsimile
transmission to the facsimile number given below, and telephonic confirmation
of receipt is obtained promptly after completion of transmission; (iii) on the
second day after delivery to Federal Express or similar overnight courier or
the Express Mail service maintained by the United States Postal Service; or
(iv) on the fifth day after mailing, if mailed to the party to whom notice is
to be given, by first class air mail, registered or certified, postage prepaid
and properly addressed, to the party as follows:





If to the Phoenix:

         Phoenix International Ltd., Inc.
         900 Winderley Place
         Suite 140
         Maitland, Florida  32751
         Attention: Ralph Reichard
         Facsimile: (407) 667-0133

If to the Marketing Agent, at the address first set forth above.

         Any party may change its address for the purpose of this Section by
giving the other parties written notice of its new address in the manner set
forth above.

14.7     Amendments; Waivers.  This Agreement may be amended or modified, and
any of the terms, covenants, representations, warranties or conditions hereof
may be waived, only by a written instrument executed by the parties hereto, or
in the case of a waiver, by the party waiving compliance.  Any waiver by any
party of a condition, or of the breach of any provision, term, covenant,
representation or warranty contained in this Agreement, in any one or more
instances, shall not be deemed to be nor construed as furthering or continuing
waiver of any such condition, or of the breach of any other provision, term,
covenant, representation or warranty of this Agreement.

14.8     Public Announcements.  Neither party shall make any press release or
public announcement concerning this transaction without the prior written
approval of the other party unless a press release or public amendment is
required by law or by regulations binding upon





                                       12
<PAGE>   13




any of the parties of their affiliates, in which case, the disclosing party
agrees to give the non-disclosing party prior notice and an opportunity to
comment on the proposed disclosure.

14.9     Entire Agreement.  This Agreement contains the entire understanding
between the parties hereto with respect to the transactions contemplated hereby
and supersedes and replaces all prior and contemporaneous agreements and
understandings, oral or written, with regard to such transactions.  All
schedules and addenda hereto and any documents and instruments delivered
pursuant to any provision hereof are expressly made a part of this Agreement as
fully as though completely set forth herein.  The rights of the parties are
only as set forth herein, and there are and shall be no implied rights or
obligations whatsoever.

14.10    Parties in Interest.  Nothing in this Agreement is intended to confer
any rights or remedies under this Agreement on any persons other than Phoenix
and the Marketing Agent and their respective successors and permitted assigns.
Nothing in this Agreement is intended to relieve or discharge the obligations
or liability of any third persons to Phoenix or the Marketing Agent.

14.11    Section and Paragraph Headings.  The section and paragraph headings in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.

14.12    Counterparts.  This Agreement may be executed in counterparts, each of
which shall be deemed an original, but both of which shall constitute the same
instrument.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first set forth in the Agreement.


Phoenix International Ltd., Inc.:             Marketing Agent:
                                   
                                   
By:/s/ Ralph Reichard                         By:/s/ Richard Leirer           
   --------------------------------              -----------------------------
Signature                                     Signature
                                   
Ralph Reichard                                Richard Leirer                  
-----------------------------------           --------------------------------
Name (Print)                                  Name (Print)
                                   
                                   
President                                     President                       
-----------------------------------           --------------------------------
Title                                         Title





                                       13
<PAGE>   14


                                            XXX-CONFIDENTIAL TREATMENT REQUESTED
                                                AND CONFIDENTIAL PORTIONS FILED
                                                SEPARATELY WITH THE COMMISSION
                                            


                               SERVICES ADDENDUM

This Addendum provides additional terms defining the relationship between the
Marketing Agent and Phoenix.  The terms and conditions contained herein are in
addition to those contained in the applicable Cooperative Agreement.  If any
terms contained herein are inconsistent with the terms of the Cooperative
Agreement, the Cooperative Agreement shall control.

Whereas Phoenix and the Marketing Agent may wish to procure the services of one
another for their own benefit and for the benefit of their customers; and

Whereas Phoenix and the Marketing Agent may prepare budgets and customer
quotations based on the cost of such services, Phoenix and the Marketing Agent
agree to provide services to one another and on each other's behalf on the
following terms:

1        Direct Services.  From time to time, Phoenix and the Marketing Agent
may provide services to one another, including without limitation
implementation and integration services and assistance, custom software and
systems development, modification and enhancement, and customer support
assistance.  Such services shall be provided at XXXXXXXXXXXXXXXXX for such
services (the "Discounted Rate").

2        Phoenix Customer Services.  At the Marketing Agent's request, Phoenix
may provide services to customers of the Marketing Agent or to the Marketing
Agent on the customer's behalf that the Marketing Agent would normally be
obligated to provide under the terms of the relationship between Phoenix and
the Marketing Agent or between the Marketing Agent and its customers.  For all
such services which Phoenix agrees to provide, the Marketing Agent shall pay to
Phoenix XXXXXXXXXXXXXX for such services plus XXXXXX by the Marketing Agent to
the customer for such services.

3        Marketing Agent Customer Services.  For all services provided by the
Marketing Agent to customers of Phoenix or Phoenix's affiliates and business
and Marketing Agents, the Marketing Agent shall negotiate rates in good faith,
and in all cases such rates shall be at least as favorable as the Marketing
Agent's then current published rates for such services.  Such services may be
provided by the Marketing Agent directly to customers or as a subcontractor to
Phoenix or other parties.

4        Most Favorable Terms.  All rates referred to herein before shall be at
least as favorable as the rates provided by the applicable party to any of its
other customers, Marketing Agents or consultants.

5        Materials.  Materials provided by on party to the other or to the
other's customers (other





                                       14
<PAGE>   15




than the Software and other proprietary software and hardware of either party)
shall be billed at the applicable party's actual cost for such materials.

6        Disclaimer.  Notwithstanding the foregoing, neither party shall be
obligated to provide services to the other or to any other party without prior
approval on a case by case basis (other than those services required to be
provided under the terms of this or any other agreement).


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first set forth in the Agreement.


Phoenix International Ltd., Inc.:          Marketing Agent:
                                  
                                  
By:/s/ Ralph Reichard                      By:/s/ Richard Leirer              
   -------------------------------            --------------------------------
Signature                                  Signature
                                  
Ralph Reichard                             Richard Leirer                     
----------------------------------         -----------------------------------
Name (Print)                               Name (Print)
                                  
                                  
President                                  President                          
----------------------------------         -----------------------------------
Title                                      Title





                                       15
<PAGE>   16
                                            XXX-CONFIDENTIAL TREATMENT REQUESTED
                                                AND CONFIDENTIAL PORTIONS FILED
                                                SEPARATELY WITH THE COMMISSION
                                            



                      TRAINING AND IMPLEMENTATION ADDENDUM


This Addendum provides additional terms defining the relationship between the
Marketing Agent and Phoenix.  The terms and conditions contained herein are in
addition to those contained in the applicable Cooperative Marketing Agreement.
If any terms contained herein are inconsistent with the terms of the
Cooperative Marketing Agreement, the Cooperative Marketing Agreement shall
control.

1        Training and Certification.  Phoenix shall assist the Marketing Agent
in the first XXX installations of the Software for End Users and shall
concurrently train the Marketing Agent's personnel in the implementation of the
Software.  Additionally, the Marketing Agent's personnel shall be entitled to
attend the training sessions for the first XXX End Users at no cost.  Upon
completion of such training, Phoenix shall certify certain of the Marketing
Agent's personnel to implement the Software.  The Marketing Agent shall pay
Phoenix's reasonable travel, living, facility and equipment expenses for such
training, but shall not be charged for instructor time.  Up to the limit
established by Phoenix, Phoenix shall provide training materials.  Additional
materials will be available for purchase at Phoenix's costs.

2        Right to Implement.  Once the Marketing Agent's personnel have
completed the requisite training and have been certified for installation and
implementation of the software by Phoenix, the Marketing Agent may implement
the Software in accordance with this Agreement hereto, but only under the
direction and supervision of certified personnel.  All implementations of the
Software shall follow Phoenix's methodology as taught in the training sessions.

3        Additional License.  Once the training has been completed, the
Marketing Agent shall have the additional right and license to do the following
with respect to the Software:

3.1      To use the Software for the purpose of installing, maintaining and
marketing the Software for End Users as provided for hereunder.

3.2      To Maintain and Support the Software licensed to End Users, and to
train End Users in the use of the Software and for other educational purposes.

4        Maintenance and Support.  Once training has been completed, the
Marketing Agent shall be responsible for all Maintenance and Support of End
Users.  The Marketing Agent shall enter into a Maintenance and Support
Agreement with each End User who chooses to accept Maintenance and Support.
The Maintenance and Support Agreement shall be presented to Phoenix prior to
use with End Users, and shall be in a form and contain such terms as are
acceptable to Phoenix.  If, at any time, the Marketing Agent materially fails
to provide





                                       16
<PAGE>   17




Maintenance and Support under an agreement with an End User, Phoenix shall
assume the Marketing Agent's responsibilities under such agreement, the
Marketing Agent shall assign the agreement to Phoenix, and the Marketing Agent
shall forward to Phoenix all maintenance and support fees received from such
End User for the period for which Phoenix assumes maintenance and support
obligations, including fees received prior to the assignment for services
provided by Phoenix after the assignment.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first set forth in the Agreement.


Phoenix International Ltd., Inc.          Marketing Agent:
                                  
                                  
By:/s/ Ralph Reichard                     By:/s/ Richard Leirer               
   -------------------------------           ---------------------------------
Signature                                 Signature
                                  
Ralph Reichard                            Richard Leirer                      
----------------------------------        ------------------------------------
Name (Print)                              Name (Print)
                                  
                                  
President                                 President                            
----------------------------------        -------------------------------------
Title                                     Title





                                       17
<PAGE>   18
                                            XXX-CONFIDENTIAL TREATMENT REQUESTED
                                                AND CONFIDENTIAL PORTIONS FILED
                                                SEPARATELY WITH THE COMMISSION
                                            

                                                

                             RELATIONSHIP ADDENDUM

                                MARKETING AGENT


This Addendum provides additional terms defining the relationship between the
Marketing Agent and Phoenix.  The terms and conditions contained herein are in
addition to those contained in the applicable Cooperative Agreement.  If any
terms contained herein are inconsistent with the terms of the Cooperative
Agreement, the Cooperative Agreement shall control.


1        Marketing.  Phoenix and the Marketing Agent will identify and
introduce prospective customers to each other and will facilitate
communications and the development of business relationships with such parties.

2        End User Licenses.  The Marketing Agent shall present an End User
License to each potential Customer and shall cause all customers to execute an
End User License prior to delivery or installation of the software.  The
Marketing Agent shall forward each executed End User License to Phoenix for
acceptance and signature.

3        Prices.  All License and Maintenance Fees for the Software shall
conform to Phoenix's standard pricing guides, except as expressly agreed in
writing by Phoenix and the Marketing Agent, and shall in all cases be at least
as favorable as the fees charged by Phoenix to its customers directly.
Initially, the license fees for customers of the Marketing Agent shall be as
follows:

<TABLE>
<CAPTION>
         Customer Assets          Initial License Fee
         ---------------          -------------------
         <S>                      <C>      
         DeNovo                   XXXX
         XXX                      XXXX
         XXX                      XXXX
         XXX                      XXXX
         XXX                      XXXX
         XXX                      XXXX
         XXX                      XXXX
         XXX                      XXXX
</TABLE>

The above license fees may be XXXXXXXXXXXXX for those financial institutions
currently using software of the Marketing Agent who switch to the Phoenix
Software.





                                       18
<PAGE>   19
                                            XXX-CONFIDENTIAL TREATMENT REQUESTED
                                                AND CONFIDENTIAL PORTIONS FILED
                                                SEPARATELY WITH THE COMMISSION
                                            




Annual Maintenance Fees shall be XXXXXXXXX.

4        Fees.  The Marketing Agent shall be responsible for the invoice and
collecting all license, implementation, maintenance and other fees paid by End
Users purchasing the Software due to the marketing efforts of the Marketing
Agent.

         4.1     License Fees.  The Marketing Agent shall forward the following
         percentages of all license fees to Phoenix within 30 days of the
         execution of the applicable End User License:


                 1st XXX End Users:        XXX
                 All other End Users:      XXX

         4.2     Implementation Fees.  The Marketing Agent shall forward
         XXXXXXX for the first XXXXX End Users to Phoenix within 15 days of
         receipt of such fees.  Thereafter, the Marketing Agent shall keep
         XXXXXXXX for services provided to End Users by the Marketing Agent and
         shall forward to Phoenix XXX received for services provided by Phoenix
         to End Users.

         4.3     Maintenance Fees.  The Marketing Agent shall forward to
         Phoenix the following percentage of all Maintenance Fees collected
         from End Users within 15 days of receipt of such fees by the Marketing
         Agent.

                 Year 1 maintenance fees
                 for each End User:                XXX

                 Year 2 through 5 maintenance
                 fees for each End User:           XXX

         4.4     Other Fees.  The Marketing Agent shall keep XXXXXXXXX services
         provided to End Users other than as set forth above.

5        Expenses.  The Marketing Agent will be responsible for the marketing
expenses of its personnel hereunder and Phoenix shall be responsible for the
expenses of Phoenix personnel.

6        Complementary Products and Services.  The Marketing Agent may provide
to End Users complementary products and services as certified by Phoenix for
provision to End Users as such may be approved by Phoenix from time to time.
Such products and services shall be provided pursuant to an agreement between
the End User and the Marketing Agent.  Phoenix shall have





                                       19
<PAGE>   20




the right and opportunity to approve all such agreements, which approval shall
not be unreasonably withheld.  The Marketing Agent may request that such
products and services be included in the End User License.  Phoenix will use
its best efforts to include such products and services in End User Licenses.
Such products and services shall be provided on reasonable terms and conditions
no less favorable than the terms and conditions under which the Marketing Agent
offers similar products and services to its other customers.

7        Implementation.  If the Marketing Agent has executed an Implementation
Addendum and complied with the terms therein, then the Marketing Agent may
implement the software sold as a result of the Marketing Agent's efforts.  All
Software not implemented by the Marketing Agent shall be implemented by or at
the direction of Phoenix. Phoenix shall supply the Marketing Agent with one
copy of the Software and Documentation on the appropriate electronic media for
implementation for each fully executed End User License presented to Phoenix
along with Phoenix's percentage of the license fees for such End User.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first set forth in the Agreement.


Phoenix International Ltd., Inc.             Marketing Agent:


By:/s/ Ralph Reichard                        By:/s/ Richard Leirer 
   ----------------------------                 ---------------------------
Signature                                    Signature

Ralph Reichard                               Richard Leirer 
-------------------------------              ------------------------------     
Name (Print)                                 Name (Print)


President                                    President 
-------------------------------              ------------------------------     
Title                                        Title





                                       20
<PAGE>   21
                                            XXX-CONFIDENTIAL TREATMENT REQUESTED
                                                AND CONFIDENTIAL PORTIONS FILED
                                                SEPARATELY WITH THE COMMISSION

                                            



This Addendum provides additional terms defining the relationship between the
Marketing Agent and Phoenix.  The terms and conditions contained herein are in
addition to those contained in the applicable Cooperative Agreement.  If any
terms contained herein are inconsistent with the terms of the Cooperative
Agreement, the Cooperative Agreement shall control.


1        Service Bureau Arrangement.  The Marketing Agent may use the Software
for outsourcing data services to Eligible Prospects within the Territory.

2        Fees.  The Marketing Agent shall forward to Phoenix a percentage of
all revenue received from outsourcing activities.  The percentages shall be
based on the XXXXXXXXX received by the Marketing Agent from XXXXXXXXXXXXXXXXX
involving the use other Phoenix Software as follows:

<TABLE>
<CAPTION>
         Monthly Revenues         % Paid to Phoenix
         ----------------         -----------------
         <S>                      <C>
         Less than XXXX           XX
         XXX to XXXX              XX
         XXX to XXXX              XX
         Greater than XXXX        XX
</TABLE>

All amounts due Phoenix shall be forwarded to Phoenix within 30 days of the end
of the month in which they are earned by the Marketing Agent.  The Marketing
Agent shall be responsible for the collection of all outsourcing revenue due to
its activities.  Monthly revenues for each outsourcing client of the Marketing
Agent attributable to use of the Software shall in no case be XXXXXXXXXXXXXXX
of all revenue collected from each client in each month.





                                       21
<PAGE>   22




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first set forth in the Agreement.


Phoenix International Ltd., Inc.      Marketing Agent:
                                  
                                  
By:/s/ Ralph Reichard                 By:/s/ Richard Leirer                   
   -------------------------------       -------------------------------------
Signature                             Signature
                                  
Ralph Reichard                        Richard Leirer                          
----------------------------------    ----------------------------------------
Name (Print)                          Name (Print)                            
                                                                              
                                                                              
President                             President                               
----------------------------------    ----------------------------------------
Title                                 Title
                                           





                                       22
<PAGE>   23




                                   EXHIBIT A

                                    SOFTWARE


Means the software generally referred to as the Phoenix Retail Banking System





                                       23
<PAGE>   24
                                            XXX-CONFIDENTIAL TREATMENT REQUESTED
                                                AND CONFIDENTIAL PORTIONS FILED
                                                SEPARATELY WITH THE COMMISSION
                                            

                                   EXHIBIT B

                                   TERRITORY


The Territory shall be as follows:

1)       Indiana

2)       Michigan

The Marketing Agent's territory includes only those financial institution,
including commercial banks, savings banks, thrifts with their primary
operations based in the above territory, and with assets less than $200
Million. The Territory is non-exclusive (except as provided below).  Phoenix
may approve, in its sole discretion, marketing to institutions in the Territory
with assets in excess of $200 Million upon a showing by the Marketing Agent of
a prior business relationship.

The Territory may be modified at any time by mutual written agreement of the
parties.

Indiana shall be the exclusive territory of the Marketing Agent for Eligible
Prospects with less than $200 Million in assets as long as the following 
minimum sales are met by the Marketing Agent:

Sale of the Software to XX End User within Indiana within XX months of the date
of this Agreement Sale of the Software to XX End User within Indiana within XX
months of the date of this Agreement Sale of the Software to XX End User within
Indiana by the end of calendar year XXX

If the Marketing Agent misses any of the above sales minimums, Indiana shall
remain in the Territory, but shall become automatically non-exclusive.





                                       24