EXHIBIT 10.8


                        WIRE TRANSFER SERVICE AGREEMENT


THIS WIRE TRANSFER SERVICE AGREEMENT (this "Agreement") is made and entered into
as of this 26th day of June,  2002 by and between BRIDGE BANK OF SILICON VALLEY,
N.A. ("Client"), and BServ, Inc., a Nevada corporation ("BankServ").

                                    RECITALS

     A. Client is a [commercial bank], and accordingly, is permitted to initiate
and receive  wire  transfer  transactions  using the Federal  Reserve  Bank wire
transfer system.

     B.  BankServ  has  developed  and licenses a software,  communications  and
electronic data base system (the "BankServ System") for initiating and receiving
wire transfer  transactions ("Wire Transfer  Transactions") as more particularly
described in Exhibit A (the "Services").

     C. Client and BankServ desire that Client utilize BankServ and the BankServ
System to process all of Client's Wire Transfer Transactions.

                                   AGREEMENT

NOW, THEREFORE, the parties hereto agree as follows:

     1. APPOINTMENT OF BANKSERV.  Client hereby appoints BankServ to utilize the
BankServ System as Client's exclusive provider of wire transfer  origination and
wire transfer receiving services;  provided,  however,  that Client shall retain
its own FedLine terminal as a backup system.  Client shall be solely responsible
for  BankServ's  charges for the Services.  The  specifications  of the Services
shall be as set forth on Exhibit A.

     2. CHARGES. Client shall pay BankServ the prices set forth on Exhibit B per
transaction multiplied by the quantity of such services performed by BankServ as
recorded by  BankServ's  computer  system  which shall be presumed to be correct
absent  demonstrable  error.  Client  shall pay monthly  all amounts  payable by
automatic  electronic  transfer to BankServ initiated by Client on or before the
thirtieth  (30th)  day of each  calendar  month for all  services  performed  by
BankServ during the immediately preceding calendar month, and thereafter default
interest shall accrue at the rate of 1-1/2% per month, compounded monthly. Bills
shall be  submitted  by mail  after the end of each  calendar  month,  detailing
volumes and corresponding transaction pricing. Client shall also pay BankServ an
amount  equal to any taxes paid or payable by  BankServ  (other than taxes based
upon  BankServ's net income)  however  designated,  levied or based on the fees,
services,  products or technical  information  provided by BankServ  pursuant to
this Agreement. At the end of the Initial Term as defined below, and any Renewal
Term(s), BankServ may revise its per transaction charges by notifying the Client
in writing at least one  hundred  twenty  (120) days prior to the change  taking
effect.  BankServ may increase its per  transaction  charges based on any direct
pass through cost  increases  it incurs in  providing  such  services to Client;
provided  however,  that any such increase shall permit Client to terminate this
Agreement  upon sixty (60) days notice if made within sixty (60) days after such
increase.  Additionally, if a price revision is made in addition to pass through
costs and results in an increase to the per item cost, such increase shall occur


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only one time annually and the percentage increase shall not exceed the Consumer
Price  Index  for  the  twelve  (12)  month  period  immediately  prior  to  the
price/charge  revision.

     3.  TERM  AND  TERMINATION.  This  Agreement  shall  have an  initial  term
("Initial  Term") of five (5) years  from the date that the  BankServ  System is
operational with respect to Client  ("Commencement  Date"),  which term shall be
automatically  extended  for ten  (10)  successive  one (1) year  terms  (each a
"Renewal  Term");  provided,  however,  that  either  party may  terminate  this
Agreement at any time after the Initial Term without cause and without breach of
this  Agreement  upon one hundred  twenty  (120) days prior  written  notice and
further provided that either party may terminate this Agreement upon thirty (30)
business  days'  notice  at any time if the  other  party is in  breach  of this
Agreement  and,  provided such breach is  susceptible to cure within thirty (30)
business  days, has not cured such breach within thirty (30) business days after
written  notice  with  respect  thereto  specifying  such  breach is sent to the
breaching  party.  [REMOVED AS BSERV IS REQUIRED TO COMPLY WITH FRB REGS AND ANY
OTHER BREACH WOULD FALL UNDER BREACH SCENARIO SPECIFIED ABOVE].  Notwithstanding
anything to the contrary contained herein, BankServ may terminate this Agreement
on thirty (30) business days' notice to Client if Client is delinquent in making
any payment due hereunder and has not cured such payment default within five (5)
business days after BankServ's  written notice with respect thereto.  The Client
may also  terminate  this  agreement upon thirty (30) days notice without cause,
provided that if such  termination  occurs prior to the end of the Initial Term,
Client  shall  pay to  BankServ  an  amount  equal  to the  Termination  Payment
Structure set forth in Exhibit B.

     4. CONTINGENT UPON REGULATORY APPROVAL.  The parties hereto acknowledge and
agree  that  this  Agreement  is  contingent  upon  any  required   governmental
regulatory approval.  Each party agrees to make reasonable efforts to secure all
necessary  governmental  and  regulatory  approvals.  In the event all necessary
regulatory approvals are not obtained,  this Agreement shall terminate and be of
no  further  force or effect.  If at any time  during  the  Initial  Term or any
Renewal Term,  governmental and regulatory  authorities withdraw their approval,
and their approval cannot be regained in a reasonable  time, then this Agreement
shall terminate and be of no further force and effect.

     5. HARDWARE AND COMMUNICATIONS SERVICES. Client shall be solely responsible
for (I) its own data processing and transmission  equipment (see Requirements in
Exhibit 0) and (ii)  establishing and maintaining its data  communication  lines
and  equipment  necessary  to  transport  data between  Client's  equipment  and
BankServ's equipment.

     6.  IDENTIFICATION NUMBERS AND PASSWORDS.  Access to BankServ from Client's
remote  terminals  shall  be  available  only  through  the  use of one or  more
identification numbers and passwords assigned and validated by BankServ prior to
the Commencement Date and Client's use of the Services. Once such identification
number(s) and password(s) have been assigned and validated by BankServ,  the use
and  confidentiality  of such numbers and  passwords by Client shall be the sole
responsibility  of Client in  additional  to the mutually  agreed upon  security
procedures of each party as set forth in Section 7 below. BankServ may refuse to
process any data that in  BankServ's  opinion is not of a quality  suitable  for
processing  or  does  not  comply  with  BankServ's   applicable  standards  and
procedures.  BankServ  shall use its best  efforts to contact  Client  when data
input by Client does not comply with input  requirements of the BankServ system,
although BankServ shall expressly not be responsible therefore.


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     7. SECURITY PROCEDURES. Client shall properly use such security procedures
that are reasonably  sufficient to ensure that all  transmissions of data to the
BankServ System are authorized and to protect its business records and data from
any improper access. BankServ does not assume any responsibility to discover any
possible  breach of  Client's  security;  provided,  however,  that if  BankServ
discovers  any such  breach,  it shall  promptly  notify  Client.  Client  shall
immediately  notify  BankServ  if it  discovers  any breach of  security  of the
BankServ System.  Client shall indemnify and hold BankServ  harmless against any
liability,  loss, damage, cost or expense (including reasonable attorneys' fees)
resulting  from (i) Client's or any of Client's  employees,  Client's  agents or
representatives' breach of security for the BankServ System and (ii) any and all
of such parties'  unauthorized  uses of the BankServ  System.  BankServ shall be
responsible  for  any  liability,  loss or  damage  resulting  from  intentional
breaches of security by BankServ and its employees.

     8.  CLIENT  OBLIGATIONS.  Client  represents,  warrants  and  covenants  to
BankServ that it shall:

     (a)  FRAUD  PREVENTION.  Take commercially  reasonable  measures to prevent
          fraud by Client, its employees, agents and customers;

     (b)  DATA VERIFICATION. Be responsible for inputting all data and verifying
          the accuracy of all data so entered;

     (c)  DATA FORMAT. Provide at a reasonable time and in such format as may be
          reasonably  requested  by  BankServ  all  other  data  or  information
          reasonably required by BankServ to perform the Services hereunder;

     (d)  CONFIDENTIALITY.  Preserve the  confidentiality  of any identification
          numbers and passwords assigned and validated by BankServ;

     (e)  NOTIFICATION  OF SECURITY  BREACH.  Notify  BankServ if it discovers a
          breach of BankServ's security;

     (f)  COMPLIANCE WITH LAWS AND  REGULATIONS.  Comply with  applicable  laws,
          regulations and rules, including without limitation,  the rules of the
          Federal Reserve Bank; and

     (g)  COMPLY  WITH  BANKSERV  RULES.   Comply  with  BankServ's   rules  and
          regulations  for uses of the services,  as BankServ may establish from
          time to time.

     9. EXCLUSIVITY.  BankServ's pricing is based upon Client's exclusive use of
BankServ for all Services; accordingly, Client agrees to use and hereby appoints
BankServ as the exclusive provider of Services to Client during the Initial Term
and any Renewal Term hereof.

     10. CUSTOMER SERVICE.  BankServ shall during the hours set forth on Exhibit
A maintain and staff a Continental  United States toll-free  telephone line from
which  BankServ  shall use its best  efforts to answer the  questions  of Client
employees, agents and representatives who intend to utilize the Services.

     11. TITLE TO PROPERTY, KNOW-HOW AND INTELLECTUAL PROPERTY; NONDISCLOSURE OF
TRADE SECRETS; CONFIDENTIALITY.


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     a.   Title. All systems,  programs,  operating instructions,  documentation
          and know how utilized in or by the BankServ System shall be and remain
          the  exclusive  proprietary  property of  BankServ.  All  information,
          customer  data,  and other  proprietary  information  of Client  shall
          remain the exclusive proprietary property of Client

     b.   Each party will keep strictly  confidential all information  regarding
          the other party's business, customers,  affairs, technology,  systems,
          programs, operating instructions, documentation, and know how utilized
          in or by the BankServ System learned in connection with this Agreement
          or  the   transactions   contemplated   by  it   (the   TMConfidential
          Information").   Each  party  shall  use  the   other's   Confidential
          Information  only in the  performance  of its  obligations  under this
          Agreement,  shall disclose such  Confidential  Information  within its
          organization  only to those  employees  who need to know it to perform
          its obligations and shall not disclose such  Confidential  Information
          to any third party.  Each party shall take all measures (by agreement,
          instruction  or  otherwise)   reasonably   necessary  to  protect  the
          confidentiality of such Confidential  Information and limit use of and
          access to such  Confidential  Information  to conform  to the  express
          terms of this Agreement,  including,  without  limitation,  each party
          shall take the same care in handling the Confidential Information from
          the other party as it would in the handling of its own data, but in no
          even  shall such  party use less than a  reasonable  degree of care in
          instructing  its  employees   regarding  its  obligations  under  this
          Agreement. To the extent that BankServ has access to, and Licensee may
          provide  BankServ  with   information   and/or   documentation   about
          Licensee's customers,  (`Customer Information"),  BankServ agrees that
          all such Customer  Information  shall be held in strict confidence and
          disclosed only to those employees,  agents or service  providers whose
          duties reasonably require access to such information. BankServ may use
          such  Customer  Information  only in connection  with its  performance
          under the Agreement, or as expressly permitted in the Agreement.  Upon
          expiration or termination of this Agreement,  each party shall, at its
          own expense,  immediately return to the other party or destroy if such
          party  so  requests,  all  confidential  information  of the  other in
          written or recorded form, and shall certify such return or destruction
          in a writing signed by one of its officers.  If BankServ or any of its
          employees  or  agents  shall  attempt  to use or  dispose  of any such
          Customer  Information  in a manner other than as  expressly  permitted
          hereunder,  Client  shall have the right,  in  addition  to such other
          remedies  to  injunctive  relief  enjoining  such  use,   disposition,
          attempted use or attempted  disposition,  it being  acknowledged  that
          legal remedies are inadequate to protect Client.  Notwithstanding  the
          foregoing,  no obligation  of  confidentiality  shall  attached to any
          information   which  is  (a)  generally  known  to  the  public,   (b)
          independently  developed by either party without reliance on the trade
          secrets and/or confidential information provided by the other party or
          (C)  independently  acquired  from sources who have no  obligation  of
          confidentiality.

     c.   If either of the parties are legally  compelled  (whether  deposition,
          interrogatory,  request for documents,  subpoena, civil investigation,
          demand  or  similar  process)  to  disclose  any of  the  Confidential
          Information  (including the fact that  discussions or negotiations are
          taking  place with respect to the  Transaction)  the  compelled  party
          shall   immediately   notify  the  other  party  in  writing  of  such
          requirements  so that the  noncompelled  party  may seek a  protective
          order or other  appropriate  remedy and/or waive  compliance  with the
          provisions hereof. The compelled party will use all reasonable efforts
          at  the  non-compelled  party's  expense,  to  obtain  or  assist  the
          non-compelled  party in obtaining any such protective  order.  Failing
          the entry of a protective  order or the


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          receipt  of a waiver  hereunder,  the  compelled  party may  disclose,
          without liability  hereunder,  that portion (and only that portion) of
          the Confidential Information that the compelled party has been advised
          by opinion of counsel reasonably acceptable to the other party that it
          is legally  compelled to disclose;  provided that the compelled  party
          agrees  to  use  all  reasonable  efforts  to  obtain  assurance  that
          confidential treatment will be accorded such Confidential  Information
          by the person to whom it was disclosed.

     12.  WARRANTY;  LIMITATION ON LIABILITY.  BankServ shall maintain a back-up
server  to its  primary  server  to  reduce  the risk of  delays  as a result of
equipment  malfunction.  BankServ agrees to employ due care and attention in the
preparation and maintenance of its programs and in performing the Services,  but
BankServ is a service bureau, not an insurer.  Accordingly,  Client acknowledges
that data processing  entails the risk of human and machine  errors,  omissions,
delays and losses,  including inadvertent loss or misstatement of data which may
give rise to loss or damage. Accordingly, Client agrees that except as otherwise
specified in Exhibit A attached  hereto_[[ls  there  anything on Exhibit A about
this is OUR  REFERENCE TO EX. A RELATES TO THE FACT THAT WE WARRANT OUR SOFTWARE
TO PROVIDE THE SERVICES IN THE MANNER  DESCRIBED  THERE.  Ex A should state that
BankServ is required to correct errors and omissions in processing  transfers]],
BANKSERV SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS,  DELAYS OR LOSSES UNLESS
CAUSED BY BANKSERV'S GROSS NEGLIGENCE OR WILLFUL  MISCONDUCT.  IN NO EVENT SHALL
BANKSERV BE LIABLE FOR DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES. IN NO
EVENT SHALL THE TOTAL  AGGREGATE  LIABILITY OF BANKSERVTO THE CLIENT FOR ANY AND
ALL CLAIMS, LOSSES OR DAMAGES ARISING UNDER THIS AGREEMENT OR SERVICES PERFORMED
HEREUNDER  FOR ANY CLIENT  CUSTOMER  EXCEED THE TOTAL  AMOUNT  PAID BY CLIENT TO
BANKSERV  DURING THE PRECEDING  MONTH,  EVEN IF BANKSERV HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS OR DAMAGE. THE foregoing limitation of
liability and exclusion of certain damages shall apply regardless of the success
or effectiveness of other remedies.  Notwithstanding Section 13, below, BankServ
shall not be  responsible  for delays in receipt of Client  information,  or for
delays in  processing  of  Client  information  because  of  causes  beyond  its
reasonable  control,  including,  without  limitation,   equipment  malfunction,
limitations on the availability of telephone or other  transmission  facilities,
failures of communications equipment, or Client's failure to properly format and
transmit information.  BankServ shall also not be responsible for errors in data
entry or other services,  programs, hardware, data files, or output provided to,
or maintained for,  Client  resulting from errors in Client's input data or from
Client's  failure to comply with the terms and conditions of this Agreement.  in
the event that the  Licensed  Software  as  described  in Section  15,  fails to
perform  pursuant to  specifications,  as Client's  sole and  exclusive  remedy,
BankServ  will,  at its option,  either (i) provide  software  support  services
necessary to correct  material  errors reported to BankServ in writing by Client
and  which  BankServ  is  able to  reproduce,  or (ii)  terminate  this  Service
Agreement  and the  sublicense  granted  hereunder  (unless  Client  waives  its
remedies  with respect to such defect).  THE FOREGOING  WARRANTY OF THE LICENSED
SOFTWARE IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS,  EXPRESS OR IMPLIED.
BANKSERV SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING  BUT NOT  LIMITED TO  WARRANTIES  RELATING  TO  QUALITY,  PERFORMANCE,
INFRINGEMENT,  MERCHANTABILITY,  OR FITNESS FOR A PARTICULAR  USE RELATED TO THE
LICENSED SOFTWARE AND DOCUMENTATION.


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     13.  FAILURE TO MEET  SPECIFICATION.  In the event that for any  particular
calendar date BankServ does not meet or exceed the  specification for timeliness
of Wire  Transfer  Transactions  set  forth in  Exhibit  A,  which are under its
control-as  described:-in  .Section 16(k),  BankServ shall waive all of its fees
otherwise  payable by Client to BankServ for the Services  performed by BankServ
during such calendar day,

     14. INDEMNIFICATION. Client shall defend and indemnify BankServ and hold ii
harmless  against  any and all  liability,  loss,  damages,  costs  or  expenses
(including  court costs and  reasonable  attorneys  fees) arising as a result of
Client's  breach of its  warranties,  representations,  covenants or obligations
under  this  Agreement  or  the  activities  of  any of  Client's  customers  in
connection  with the  receipt of the  Services,  including  without  limitation,
unauthorized disclosure of BankServ Information,  unauthorized use or disclosure
by any person having  authorized  access to the  information and data related to
the Licensed  Software or  Documentation  as described in Section 15 below,  any
fraud committed by Client or its customers, employees, agents or representatives
or any credit failure of Client or any act of third parties under the control or
direction  of  BankServ  and  any  failure  of  Client  to  obtain  a  requested
authorization   executed  by  Client's  customer  authorizing  a  Wire  Transfer
Transaction;  PROVIDED,  HOWEVER, BankServ shall indemnify Client and shall hold
it  harmless  from any loss or damage  arising as a result of  BankServ's  gross
negligence or willful  misconduct in connection  herewith.  Accordingly,  Client
agrees that (i) in the event of breach or attempted or threatened  breach of the
Software  License grant by Client or a sublicensee,  BankServ may terminate this
Agreement  immediately,  and (ii) in the event a court of competent jurisdiction
determines  that  Client  and/or   sublicensee  has  breached  or  attempted  or
threatened  to  breach  any of the  terms of this  Agreement  or the  Sublicense
Agreement attached hereto as EXHIBIT C, Licensee will consent to the entry of an
injunction  against  it  without  the need for  BankServ  to make a  showing  of
irreparable  harm.  This  obligation  imposed on the Client and BankServ and the
rights  conferred  upon  BankServ  and the Client by this  section  shall not be
extinguished  upon  termination of this Agreement or the license hereby granted,
but shall be and remain continuing obligations of Client.

     15. SOFTWARE  LICENSE.  BankServ  grants to Client as Licensee,  during the
term of this Agreement, a nonexclusive,  royalty-free,  non-transferable license
to use all portions of BankServ's  proprietary  computer software (the "Licensed
Software") and user documentation  supplied by BankServ including any subsequent
versions thereof (the "Documentation") on such computer central processing units
owned or controlled by Licensee for Licensee's own internal  operations,  solely
in  conjunction  with the services  provided by BankServ.  Licensee may copy the
Licensed Software solely for use on the computer central  processing units owned
and controlled by Licensee and for backup purposes.  All copies shall remain the
exclusive  property  of  BankServ  and  Licensee  shall have no right,  title or
interest therein except as expressly set forth in this Agreement. Duplication of
Documentation  is  prohibited.  Licensee is  prohibited  from using the Licensed
Software in a service bureau,  timesharing or outsourcing capacity. In addition,
BankServ grants to Licensee, during the term of this Agreement, a non-exclusive,
nontransferable  license to copy and sublicense  the terminal  components of the
Licensed Software ("Terminal  Software") to its merchant customers in connection
with Licensee's  facilitation of BankServ  providing wire transfer  services for
such merchant customers. Licensee may sublicense the Terminal Software only upon
Licensee obtaining an original,  fully executed Sublicense Agreement in the form
of Exhibit C as may be modified from time to time (or in  substantially  similar
form,  subject to BankServ's  prior written  approval) and  delivering a copy of
same to BankServ.  Upon the expiration of such sublicense,  Licensee shall cause
all

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<PAGE>


sublicensees  of such  software  to  immediately  cease  all use and  return  to
Licensee any and all copies of such  software and  documentation  thereto in any
form  whatsoever in any merchant  customer's  possession or control ( upon which
Licensee shall forthwith return same to BankServ).

     (a)  INTELLECTUAL PROPERTY RIGHTS OF SOFTWARE AND DOCUMENTATION.  CLIENT as
          Licensee acknowledges that the Licensed Software and Documentation are
          works on which BankServ and/or BankServ's  licensors hold the sole and
          exclusive  copyright.  Licensee  shall maintain  BankServ's  copyright
          notice on the Licensed Software and Documentation, and shall reproduce
          such  notice on all  copies  of the  Licensed  Software,  and upon all
          tangible  media,  such as  diskettes,  upon which  copies are  stored.
          Further,   Licensee   acknowledges  that  the  Licensed  Software  and
          Documentation  licensed  hereunder  contain valuable trade secrets and
          confidential  information that are the unrestricted proprietary rights
          of BankServ.  Licensee agrees that it will not use this information in
          any way not allowed by this Agreement,  that it will not disclose this
          information to anyone other than its own employees who require access,
          that  it  will  protect  and  maintain  the  confidentiality  of  this
          information,  and  that  it  will  take  all  commercially  reasonable
          precautions  (no less  stringent than those the Client uses to protect
          its own proprietary  information) to prevent any  unauthorized  use or
          disclosure of this  information.  Licensee further agrees that it will
          not  decompile,  disassemble,  or in any  manner  attempt  to  reverse
          engineer the Licensed Software or direct or authorize others to do so.

     16. MISC0ILANN.JC PROVISION.

     (a)  ENTIRE AGREEMENT.  This Agreement and any Exhibits hereto,  constitute
          the final and entire  understanding  and agreement between the parties
          with  respect to the subject  matter  hereof and shall  supersede  all
          prior  negotiations,  understandings,  representations  and agreements
          between the parties  relating to the subject matter  hereof.  No party
          shall  be  liable  or  bound  to  any  other  in  any  manner  by  any
          representations,   warranties,  covenants  and  agreements  except  as
          specifically  set forth  herein.  The parties  agree that no extrinsic
          evidence whatsoever may be introduced in any judicial, administrative,
          arbitration or other proceeding  involving this Agreement.  Nothing in
          this  Agreement is intended to confer upon any person,  other than the
          parties hereto and their  respective  successors,  permitted  assigns,
          heirs, legatees,  executors and administrators,  any rights, remedies,
          obligations  or  liabilities  under or by  reason  of this  Agreement,
          except as expressly provided herein.

     (b)  COMPLIANCE  WITH LAWS AND  REGULATIONS.  THE parties  hereto  agree to
          comply with all applicable  laws and  regulations  with respect to the
          Services.

     (c)  FURTHER ASSURANCES.  Subject to the terms and conditions expressly set
          forth  herein,  the parties  hereto shall use their best efforts to do
          and perform or cause to be done and  performed  all  further  acts and
          shall  execute  and  deliver  all  other   agreements,   certificates,
          instruments or documents as any other party may reasonably  request in
          order to  promote  the intent and  purpose of this  Agreement  and the
          consummation of the transactions  contemplated  hereby. No party shall
          voluntarily  undertake  any  course  of action  inconsistent  with the
          performance or satisfaction of the  requirements  applicable to it set
          forth in this  Agreement,  and each party  shall  promptly do all such
          acts and take all such measures as may be  appropriate to enable it to
          perform as early as practicable the obligations  herein required to be
          performed by it.


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     (d)  ESTABLISHING  RULES. Client hereby acknowledges that BankServ may from
          to  time  establish  reasonable  rules,  regulations  and  operational
          guidelines with respect to use of the Service by BankServ's  customers
          and that such rules,  regulations and guidelines shall be binding upon
          Client fifteen (15) days after delivery thereof to Client.

     (e)  AUTHORITY TO EXECUTE.  The parties  executing  this  Agreement  hereby
          warrant and  represent  that they are properly  authorized  to execute
          this  Agreement  and bind the  parties on behalf of whom they  execute
          this Agreement to all of the terms, covenants,  and conditions of this
          Agreement as they relate to the respective parties hereto.

     (f)  AMENDMENTS.  No modification,  amendment or waiver of any provision of
          this Agreement  shall be effective  unless  approved in writing by all
          parties.

     (g)  SEVERABILITY.  If one or more provisions of this Agreement are held to
          be invalid, illegal or unenforceable under applicable law, portions of
          such provisions,  or such provisions in their entirety,  to the extent
          necessary,  shall be severed from this  Agreement,  and the balance of
          this  Agreement  shall be  enforceable  in  accordance  with its terms
          unless by such  severance  the  respective  rights of the  parties are
          materially  altered,  in which  case the  party  whose  rights  are so
          altered  shall have the right  (exercisable  within  thirty  (30) days
          after  the   determination  of   unenforceability)   to  rescind  this
          Agreement.

     (h)  GENERAL  CONSTRUCTION.  The  underlined  headings  contained  in  this
          Agreement are for convenience only and shall not be deemed to explain,
          modify or aid in the  interpretation or construction of the provisions
          of this  Agreement.  Each party  hereto,  and  counsel  for each party
          hereto,  has reviewed and revised this Agreement,  and the normal rule
          of  construction to the effect that any ambiguities are to be resolved
          against the drafting party shall not be employed in the interpretation
          or  construction  of  this  Agreement.  As  used  in  this  Agreement,
          "includes" and "including" are not limiting; "or" is not exclusive.


     (i)  DELAYS  OR  OMISSIONS;  CUMULATIVE  RIGHTS.  NO delay or  omission  to
          exercise any right, power or remedy accruing upon any breach,  default
          or  noncompliance  under this  Agreement  shall impair any such right,
          power or remedy,  nor shall it be construed to be a waiver of any such
          breach,  default or noncompliance,  or any acquiescence  thereof or of
          any similar breach, default or noncompliance  thereafter occurring. It
          is further agreed that any waiver, permit, consent, or approval of any
          kind or character of any breach,  default or noncompliance  under this
          Agreement,  or any  waiver of any  provisions  or  conditions  of this
          Agreement,  must be in  writing  and  shall be  effective  only to the
          extent  specifically  set  forth  in  such  writing.  All  rights  and
          remedies, either under this Agreement, by law, in equity or otherwise,
          shall be cumulative and not alternative, and the exercise of any right
          or remedy shall be without  prejudice to the  enforcement of any other
          right or remedy.

     (j)  TIME. Time is of the essence with respect to this Agreement.

     (k)  FAILURE  OR  DELAY IN  PERFORMANCE.  Notwithstanding  anything  to the
          contrary  herein  (including  Section  14,  above),  no party shall be
          liable  for or shall  waive its fees  because  of  failure or delay in
          performing its  obligations  hereunder if such failure or delay is due
          to  circumstances  beyond the party's  reasonable  control,  including
          without limitation,  acts of any governmental body, war, insurrection,
          sabotage,  embargo,  fire,  earthquake,  flood,  strike or other labor
          disturbance,  interruption of or delay in transportation, or inability
          to obtain  raw  materials,  supplies,  or power  used in or  equipment
          needed for the performance of the Services;


                                                                               8


<PAGE>


          the failure of timely or adequate  performance of the Federal  Reserve
          Bank, the Federal  Reserve wire transfer system or other third parties
          upon whom BankServ  shall rely in providing  the  Services;  provided,
          however,  that lack of credit,  funds or  financing  to a party hereto
          shall not be considered a matter beyond the reasonable  control of the
          party.  Each party (a) shall  promptly  notify the other in writing of
          any such  delay or  failure  in  performance,  the  expected  duration
          thereof,  and its anticipated effect on the party expected to perform,
          and (b) shall use its best  efforts to remedy such delay,  except that
          no party  shall be under any  obligation  to  settle a labor  dispute.
          Notwithstanding  the above,  the other  party  shall have the right to
          terminate this Agreement if the excused failure or delay continues for
          ninety (90) days from the date that performance was first delayed.

     (l)  SUCCESSORS  AND  ASSIGNS.  Any party upon the  written  consent of the
          other party,  which consent shall not be  unreasonably  withheld,  may
          sell,  assign,  subcontract,  delegate or transfer  this  Agreement in
          whole or in part with all or part of its right,  title,  and  interest
          therein to any person,  corporation, or entity, at any time during the
          term of this Agreement, and any such assignee shall acquire all of the
          rights and shall assume all of the  obligations of the assigning party
          under  this  Agreement.   Any  purported   assignment,   transfer,  or
          delegation  in violation of this Section  shall be null and void.  The
          merger of any party  with or into any other  corporation,  the sale by
          any party of all or  substantially  all of its  property or assets,  a
          purchase by any party of a  controlling  interest in capital stock (or
          any  other  action)  or a  change  in  control  of a party  shall  not
          constitute  an  assignment  of rights in  violation  of this  Section.
          Except as otherwise  expressly  provided herein, the provisions hereof
          shall inure to the benefit of, and be binding  upon,  the  successors,
          assigns, heirs, legatees,  executors and administrators of the parties
          hereto.

     (m)  STATUS OF THE PARTIES.  Nothing  herein shall be construed to create a
          partnership, joint venture, franchise, employer-employee relationship.
          No party  shall have the  authority  to commit or bind any other party
          without such party's prior written consent.

     (n)  NOTICES.  Except as expressly  provided herein,  all notices and other
          communications  required  or  permitted  hereunder  shall  be given in
          writing  and  shall  be  given  in  person,  or by  telecopier,  or by
          overnight  courier,  and shall be deemed to have been  delivered  upon
          receipted  personal  delivery to the  respective  addresses  set forth
          below:

If to BankServ:                     BServ, Inc.
                                    222 Kearny Street, Suite 414
                                    San Francisco, CA 94108
                                    Attn: David F. Kvederis, President & CEO
                                    FAX: 415.217.4525

IF to CLIENT:                       BRIDGE BANK OF SILICON VALLEY
                                    2120 El Camino Real
                                    Santa Clara
                                    FAX: 408-282-1670

          Any party may change its address for notice by providing notice to all
          other parties as provided herein.


                                                                               9


<PAGE>


     (o)  PRONOUNS.  All  pronouns  used in this  Agreement  shall be  deemed to
          include  masculine,  feminine and neuter forms, and the plural as well
          as singular forms, as the context requires.

     (p)  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
          counterparts,  each of which shall be deemed an  original,  but all of
          which together shall constitute one instrument.

     (q)  GOVERNING  LAW/VENUE. This Agreement shall be governed in all respects
          by the laws of the State of  California  as it applies  to  contracts,
          between  California  residents,  which are made and to be performed in
          California.  The exclusive venue for any action  commenced by BankServ
          pursuant to or arising out of this  Agreement  shall be limited to the
          state or federal  courts  located in the State of  Client's  principal
          place of  business,  and  BankServ  and Client  hereby  submit to such
          jurisdiction.  The exclusive venue for any action  commenced by Client
          pursuant to or arising out of this  Agreement  shall be limited to the
          state or  federal  courts  located  in the  State of  California,  and
          BankServ and Client hereby submit to such jurisdiction.

     (r)  ATTORNEYS' FEES. If any action (whether legal or equitable and whether
          litigation  or  arbitration  or some other  proceeding),  including an
          action for declaratory  relief,  is brought under this Agreement,  the
          prevailing  party  (as  shall  be  determined  by the  court  or other
          adjudicator)  shall be entitled to recover its  reasonable  attorneys'
          fees and costs of suit from the other  party in addition to such other
          relief as may be granted.  The  prevailing  party shall be  determined
          based upon an  assessment of which  party's  major  arguments  made or
          positions  taken  in the  proceedings  fairly  could  be  said to have
          prevailed over the other party's major arguments or positions on major
          disputed  issues in the  decision.  Each party to this  Agreement  was
          represented by an attorney in the negotiation,  drafting and execution
          of this Agreement.

     (s)  PUBLICITY.  Either party hereto may  publicize  the  existence of this
          Agreement  in  general  but  any and all  information  related  to the
          specific terms and  conditions  (including but not limited to pricing)
          of this Agreement shall remain confidential.

     (t)  INSPECTION  AND AUDIT  RIGHTS.  SUBJECT TO SECTION 11,  Client  hereby
          grants to  BankServ(R)  the  right of  access,  from time to time,  to
          Client's  computer  system on which  the  licensed  software  has been
          installed (online or on-premises)  solely for the purposes of auditing
          the number of  transactions  that have been  processed by the licensed
          software and to verify the number of  computers  that use the licensed
          software.

     (u)  ACCEPTANCE.  This  Agreement  shall become the binding  obligation  of
          BankServ only if executed by BankServ whose  execution shall depend on
          BankServ's acceptance of Client as an authorized user of the Services.
          Such  authorization  shall be in BankServ's  sole discretion and shall
          depend  in part  on  BankServ's  verification  of  Client's  financial
          wherewithal and Client  supplying  BankServ such other  information as
          BankServ may require.

     17 SOURCE CODE ESCROW.  BankServ(R) agrees to maintain the Client's current
copy of its  source  code of the  Software  the  source  code for the  Software,
including all relevant commentary, explanations and other documentation, as well
as  instructions  to compile the source code, plus all revisions to the Software
source  code   encompassing  all   corrections,   changes,   modifications   and
enhancements made to the Software providing the Services as


                                                                              10


<PAGE>


described  herein in escrow with Data Securities  International,  Inc., 9265 Sky
Park Court,  Suite 202, San Diego, CA 92123 (the "Escrow Holder").  All costs of
escrow shall be paid by Client including any costs for additional  beneficiaries
as mutually  agreed  upon. A copy of the source code in escrow shall be released
to Client  upon  Client's  request  within  ten (10)  days only upon  BankServ's
failure to provide the  Services  and the  occurrence  of any one or more of the
following events:  (i)  BankServ(R)or any successor to BankServ(R)  ceases doing
business; and (ii) at any time during any proceedings under any provision of the
Federal Bankruptcy Act in which  BankServ(R)or its successors or representatives
rejects or  terminates  this  Agreement.  In the event  that the source  code is
delivered to Client as provided  above,  BankServ(R)  hereby  grants to Client a
non-exclusive,  non-transferable  license  to modify or have  others  modify the
source code of the Software in  connection  with  Client's use of the  Services,
subject to the terms and conditions of this Agreement.  Notwithstanding anything
to the contrary  herein,  Client is prohibited  at all times from  distribution,
public display or public  performance of the Software,  in source code or object
code form,  and from using the  Software in a service  bureau,  time-sharing  or
out-sourcing capacity.

     In Witness Whereof,  the parties have entered into this Agreement as of the
date set forth above.

BRIDGE BANK OF SILICON VALLEY       BServ, Inc., a Nevada corporation


By: TOM SA
____________________________
     Tom Sa
Its: Chief Financial Officer

Exhibits:

Exhibit A Specifications
Exhibit B Fee Schedule
Exhibit C Software License Agreement
Exhibit D Client Hardware and Software Requirements
Exhibit E GFX Client Application Support


                                                                              11


<PAGE>


                            EXHIBIT A-SPECIFICATIONS
                            DESCRIPTION OF SERVICES

TYPES OF SERVICES:

BankServ will provide the Client a PC based  front-end wire transfer  processing
software  interface to the Federal  Reserve  Bank's (FRB)  FEDWIRE  system.

The system is domiciled on a server  located in a secured area at BankServ`s Las
Vegas data center with a fully emulated backup installation at a similar site in
San Francisco.

Communication links between the Client and BankServ and BankServ and the FRB are
via fully encrypted lines that meet or exceed FRB security standards.

The  system  will  be  used  in  lieu  of  the  Client's   current  FRB  FEDLINE
arrangements, and will perform/provide the following:

     Daily  interface  with Client's data  processing  system  (INSERT NAME) for
     update, inquiry,  posting and related accounting transactions pertaining to
     wire transfer functions.  These will be done at times and in formats agreed
     upon by the Client,  BankServ and the data processing host. The efficacy of
     the interface is guaranteed upon  installation and only at the commencement
     of "live" processing, after successful completion of a mutually agreed upon
     testing  period.  Since (INSERT  NAME)'s  activities are beyond  BankServ's
     control,  BankServ limits its warranty to the successful  installation  and
     commencement of live processing.  Any processing  activities  subsequent to
     the  initial  service  shall  remain as  described  in  section  12 of this
     agreement.

     Subsequent to the commencement of "live" processing,  BankServ shall adhere
     to the Customer Application Support described in Exhibit E attached hereto.

     Actions  directed  by the  appropriate  function  buttons  at the  Client's
     location(s)  will be completed no longer than 3-5 seconds from the time the
     Client acts on the execution button(s) (e.g.OKlsave)

     Automated  Office of  Foreign  Asset  Control  (OFAC)  verification  via an
     on-line interface with a regularly updated OFAC database.

     Automated Bank Secrecy Act (BSA)  archiving and retrieval  through  on-line
     access to the last 6 months' data with the remaining  mandated  information
     available via inquiry on external media provided to the Client.

     Automated  generation of notifications for the Client's  customers via mail
     or fax. (Specific hardware requirements may apply)

     The  capability to create  formats for repetitive  wires,  operator  access
     arrangements,  internal  security levels,  and other similar  operationally
     related elements.

     The capability to offer remote (customer) initiation of wire transactions.


<PAGE>


FEDWIRE ENVIRONMENT MANAGEMENT:

Maintain  hardware  and  software   encompassing  full  FEDWIRE,  BSA  and  OFAC
processing capabilities including FRB mandated regulatory changes and processing
changes.

Maintain a full disaster recovery capability  including twice yearly certifiable
tests proving said capability.

FEDWIRE TRANSACTION MANAGEMENT:

Manage the receipt and  origination  of all the  Client's  inbound and  outbound
FEDWIRE transactions per FRB wire processing deadlines.

Manage the  interfaces  to OFAC and 3' party  service  bureaus  per agreed  upon
processing timeframes and specifications.

Manage the  fallback to the disaster  recovery  site in the event of BankServ or
the Client's business interruption.

Provide BSA archive data and record retention for the Client's inquiries.

 FEDWIRE NETWORK MANAGEMENT:

Client workstation network access management to the FEDWIRE server.

Client authentication network security access management to the FEDWIRE server.

Communications  interface to the FRB including their mandated  security controls
and dial backup capability to the FRB's disaster recovery site.

OPERATIONS MANAGEMENT:

Maintain  Network Control  Operations and Customer Service groups to perform the
services and support required to manage the Client's wire transfer  business and
interact directly with their wire transfer operations personnel.

HOURS OF OPERATION:

Wire Transfer  Network  (system) Control - 5:00 AM - 5:30 PM PST
                                                 Monday - Friday
Wire Transfer  Customer Service - 5:00 AM - 5:30 PM PST
                                       Monday -- Friday

PROJECT MANAGEMENT:

Manage the  conversion  of  existing  Client  wire  transfer  processing  to the
BankServ wire transfer system, consisting of:

     o    Project management.
     o    Operations review and Client conversion tasks.
     o    Operations training.
     o    System hardware, software, and telecommunications access setup.
     o    Programming changes to interface with the Client's systems.


                                                                              13


<PAGE>

<TABLE>
<CAPTION>


                                   EXHIBIT B
                                  FEE SCHEDULE


BANKSERV                                 PROPRIETARY AND CONFIDENTIAL             EXHIBIT B

GFXN PRICE LIST (GOOD FROM                                                        BRIDGE BANK
5/1/02 TO 5/31/02 FOR A CONTRACT
SIGNED BY 5/31/02)

ASP LICENSE FEES

<S>                                      <C>                                      <C>

GFXN Packaged License (Due on            $55,000.00                               Provides for the use of BankServ's GFXN Wire
signing)                                                                          Transfer Product on an ASP basis.

GFXN real time interface:                Included                                 Customization will be at standard professional
Kirchman, FiServ ITI, FiServ CBS,                                                 services rates. Interfaces to applications not
AllTel Horizon, OSI, Metavante,                                                   covered in this list will be developed at standard
AllTel IMPACS                                                                     professional services hourly rates.

GFXN batch End of Day (EOD) or           Included                                 Customization will be at standard professional
Beginning of Day (BOD) interface                                                  services rates

GFXN CashManagement Interface:           $10,000.00 each                          Customization will be at standard professional
Magnet, BankLink, Fundtech,                                                       services rates. Interfaces to applications not
Hamilton & Sullivan, Q-UP,                                                        covered in this list will be developed at standard
BankonIT                                                                          professional services hourly rates.

Secure ID card                           $250.00 each                             Includes the establishment of an IP address on the
                                                                                  BankServ firewall

Implementation/Training                  Implementation plus 6 days of            Implementation charges include consulting
                                         training are included                    assistance in the use of the program,
                                                                                  certification of communications conectivity, and
                                                                                  onsite training. Rates for consulting/training are
                                                                                  listed below. Customization of development of new
                                                                                  functionality is charged at custom programming
                                                                                  rates, and an estimate will be provided in a
                                                                                  Statement of Work. Estimate includes 6 days of
                                                                                  training. Airfare, lodging and reasonable living
                                                                                  and miscellaneous expenses will be submitted for
                                                                                  reimbursement.

TRANSACTION FEES

                                      MONTHLY TRANSACTION VOLUME

                                      <2,100     2,101-     4,201                 For comparative purposes the tiers are equal to
                                                 4,200      8,400     8,401+      less than 100 wires per day, 101 to 200, 201 to
                                                                                  400 and greater than 400

Fedwires, Book Transfers, and
NBES                                  $2.95       $2.70      $2.45     $2.20      Pricing is by volume tiers which represent thres-
                                                                                  holds. Once a customer reaches the next threshold
                                                                                  all wires processed that month will be at that
                                                                                  threshold price.

Message wires non payment related       N/C

Fax Advice                            $0.50


                                                                              15


<PAGE>


Email Advice                          $0.40

On Line history                       $0.01 per wire                              Based on the number of wires held in history on
                                                                                  the last day of the month Charge is capped at $250
                                                                                  per month.

Packaged transaction fee              $5,500.00                                   Covers all wires up to the highest volume for that
                                                                                  tier. Wires in excess of the highest volume will
                                                                                  be charged at the per wire price in the next
                                                                                  appropriate tier. For example 2,105 wires would be
                                                                                  priced at $5,500 plus 5 wires at $2.70. In the
                                                                                  event of an early termination of the contract, the
                                                                                  Packaged Transaction Fee, being used at the time
                                                                                  of termination, for the remaining term of the
                                                                                  contract shall become due and payable.

OPTIONAL MODULES - BASE MONTHLY
CHARGES

Monthly maintenance charge for        Included
each real time interface

Monthly maintenance charge for        Included
each batch EOD or BOD interface

Monthly maintenance charge for        Included
each Cash Management System
interface

Monthly Base Charge per Secure ID     $5.00
card issued

Transmitted Reports                   Included

PROFESSIONAL SERVICES OTHER

Professional Services-Project         $175.00 per hour                            All hourly and per day rates to not include any
Management                                                                        travel expenses. If travel is necessary; airfare,
                                                                                  lodging and reasonable living and miscellaneous
                                                                                  expenses will be submitted for reimbursement

Professional Services-Training        $1,200.00 per day                           All hourly and per day rates to not include any
                                                                                  travel expenses. If travel is necessary; airfare,
                                                                                  lodging and reasonable living and miscellaneous
                                                                                  expenses will be submitted for reimbursement

Professional Services-Custom          $225.00 per hour                            All hourly and per day rates to not include any
Programming                                                                       travel expenses. If travel is necessary; airfare,
                                                                                  lodging and reasonable living and miscellaneous
                                                                                  expenses will be submitted for reimbursement

Telecommunications costs from                                                     Client will be billed directly by BankServ's
client to BankServ                                                                telecommunications carrier

Client specific hardware/software                                                 Client responsibility

Hardware/Software maintenance                                                     Client responsibility

NOTES:

1. This pricing requires either a 4 or 5 year agreement.

2. CPI Increases - On January 1 of each year each price will be subject to an increase equal to the increase in the CPI. If year 1
  of the agreement is a partial calendar year, the increase will be prorated.

</TABLE>

                                                                              16

<PAGE>


                                   EXHIBIT C
                         SOFTWARE SUBLICENSE AGREEMENT

This Software Sublicense  Agreement (this "Sublicense  Agreement") is made as of
this __ day of _______, 200_, by and between [Sublicensor), a __________________
("Sublicensor") and the undersigned sublicensee ("Sublicensee").

Sublicensor and Sublicensee hereby agree to the terms, person or entity, whether
voluntarily, involuntarily or by conditions and covenants of this Sublicense
Agreement as of operation of law.

date of entering into the ________________________Agreement.

1. DEFINITION OF TERMS:

(a)  "Documentation"  shall mean the  standard  user  documentation  supplied by
Sublicensor  with the  Software.
(b)  "Software"  shall  mean  the  proprietary computer  software  entitled
_____________."
(c) "Use"  shall mean  copying of any  portion of the  Software  into a machine,
transmitting  it to a machine,  viewing  the  instructions,  or  processing  the
machine instructions, statements or data contained in such materials.

2. GRANT OF SUBLICENSE.  Sublicensor  grants to Sublicensee,  during the term of
this  Sublicense  Agreement,  a  royalty-free,  non-exclusive,  non-transferable
Sublicense  to use the  Software  and  Documentation  on such  computer  central
processing  units owned or  controlled  by  Sublicensee  for  Sublicensee's  own
internal  operations,  solely in  conjunction  with _________________provided by
Sublicensor and/or BServ, Inc., a Nevada corporation ("BankServ") subject to the
terms and  conditions of this  Sublicense  Agreement.  Sublicensee is prohibited
from  using the  Software  in a service  bureau,  time-sharing  or  out-sourcing
capacity.

3. TERM. Unless earlier  terminated,  the term of this Sublicense  Agreement and
the Sublicense  granted  hereby shall be concurrent  with the term of the master
license agreement of the Software from BankServ to Sublicensor.  This Sublicense
Agreement and the sublicense granted hereby shall immediately terminate upon the
expiration or earlier termination of the master license. Upon the termination of
this  Sublicense  Agreement,  Sublicensee  shall  immediately  cease all use and
return to Sublicensor  all copies of the Software and the  Documentation  in any
form  In  Sublicensee's   possession  or  control,   and  all  copies  of  other
confidential or proprietary information of BankServ.

4. COPIES.  Sublicensee may copy the Software solely for use on computer central
processing  units  owned or  controlled  by  Licensee  and for backup  purposes.
Sublicensee may copy the  Documentation for internal purposes only in connection
with  Sublicensee's  use of the  Software.  All copies of the  Software  and the
Documentation  shall remain the exclusive property of BankServ,  and Sublicensee
shall have no right,  title or  interest  therein.  Sublicensee  may not assign,
sublicense, or otherwise transfer this sublicense to any other person or entity,
whether voluntarily, involuntarily or by operation of law.

5. INTELLECTUAL PROPERTY RIGHTS.

(a) Copyright.  Sublicensee agrees that the Software and Documentation are works
on which  BankServ  holds the sole and exclusive  copyright.  Sublicensee  shall
maintain all  copyright  notices on the Software  and  Documentation,  and shall
reproduce  such  notices on all copies of the  Software,  and upon all  tangible
medium, such as diskettes, upon which copies are stored.

(b) Trade  Secrets.  Sublicensee  agrees  that the  Software  and  Documentation
contain  valuable  trade  secrets  and  confidential  information  which are the
unrestricted proprietary rights of BankServ. Sublicensee agrees that it will not
use this information in any way not allowed by this Sublicense  Agreement,  that
it will not disclose this information to anyone other than its own employees who
require access,  that it will protect and maintain the  confidentiality  of this
information,  and that it will take all precautions to prevent any  unauthorized
use or disclosure of this information.  Sublicensee  further agrees that It will
not decompile, disassemble, or reverse engineer the Software or permit others to
do so.

(c)  Sublicensee  Obligations.  Sublicensee  shall be responsible  and liable to
Sublicensor  and BankServ for all loss and damage suffered  Sublicensor  arising
from any breach of this  Section  5, and all such loss and  damage  arising as a
consequence of any unauthorized use or disclosure by any person having access to
the said  information  and data while in the  possession or under the control of
Sublicensee.  Sublicensee  agrees  that any breach or  attempted  or  threatened
breach of this  Section  5,  will  cause  irreparable  harm to  Sublicensor  and
BankServ.  Accordingly.  Sublicensee  agrees  that (i) in the event of breach or
attempted or threatened  breach of this  Sublicense  Agreement,  Sublicensor may
terminate  this  Sublicense  immediately,  and  (ii)  if a  court  of  competent
jurisdiction determines that Sublicensee has breached or attempted or threatened
to breach of this  Section 5, then  Sublicensee  will consent to the entry of an
injunction  against it  without  the need for  Sublicensor  to make a showing of
Irreparable  harm. The  obligations  imposed on the Sublicensee and BankServ and
the  rights   conferred  upon  Sublicensor  by  this  Section  5  shall  not  be
extinguished  upon  termination of this  Sublicense  Agreement or the sublicense
hereby granted, but shall remain continuing obligations of Sublicensee.


                                                                              17


<PAGE>


6. DISCLAIMER OF WARRANTY.

(a) No Warranty.  Except for the efficacy of the software upon  installation and
only at the  commencement  of its use,  Sublicensor  does not warrant,  that the
Software will operate  uninterrupted  of or error free,  operate In  combination
with other  software  or meet the  Sublicensee's  requirements.  Sublicensee  is
solely  responsible  for verifying the  correctness and accuracy of all data and
calculations.

(b) Exclusive Remedy. Sublicensee agrees that the Software is of such complexity
that It may have  defects.  Therefore,  Sublicensee  agrees that if the Software
fails  to  perform  as  warranted,   then  as  Sublicensee's  exclusive  remedy,
Sublicensor  will, at its option,  either (i) provide  software support services
necessary  to correct  material  errors  reported to  Sublicensor  in writing by
Sublicensee and which  Sublicensor is able to reproduce,  or (ii) terminate this
Sublicense Agreement and the sublicense granted hereunder.

(c)  EXCLUSIVE  WARRANTY.  THE  FOREGOING  WARRANTY  IS IN  LIEU  OF  ALL  OTHER
WARRANTIES  AND  CONDITIONS,   EXPRESS  OR  IMPLIED.  SUBLICENSOR  AND  BANKSERV
SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO WARRANTIES  RELATING TO QUALITY,  PERFORMANCE,  INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE.

7. THIRD PARTY BENEFICIARY. The parties agree that BankServ is a third-party
beneficiary  to this  Agreement  and may enforce this  Agreement as if it were a
party hereto.

8. GOVERNING LAW:  ATTORNEYS' FEES. This Sublicense  Agreement shall be governed
by the  laws of the  State of  California,  except  for  provisions  related  to
conflicts of laws. In any action to enforce this Sublicense  Agreement or remedy
any breach  hereof,  the  prevailing  party  shall be  entitled  to recover  its
attorneys' fees.

9. AMENDMENT WAIVER.  No amendment or modification of this Sublicense  Agreement
will be effective  unless it is in writing and signed by the parties hereto.  No
party shall by mere lapse of time,  without giving notice or taking other action
hereunder,  be deemed to have waived any breach by the other party of any of the
provisions of this Sublicense Agreement. Further, the waiver of any provision of
this  Sublicense  Agreement  shall not  constitute a  continuing  waiver of such
breach or of other breaches of the same or other  provisions of this  Sublicense
Agreement.

IN WITNESS  WHEREOF,  the parties have executed this Sublicense  Agreement as of
the date first above written.

SUBLICENSOR:

___________________________, a _______________ ________________

By: _______________________

Its: _________________________________________

SUBLICENSEE:

___________________________, a _______________ ________________

By: _______________________

Its: _________________________________________


                                                                              18


<PAGE>


                                   EXHIBIT D

         CLIENT HARDWARE, SOFTWARE AND TELECOMMUNICATIONS REQUIREMENTS

SOFTWARE:

GFX CLIENT SOFTWARE VERSION __________ can run on any Windows platform including
Windows 95 (Version B),  WINDOWS 98, AND Windows NT  Workstation  of Windows NT.

HARDWARE:

GFX CLIENT software requires an IBM compatible 486 processor with 8mb of RAM and
20mb of hard drive space.

The software  would be "loaded  onto the Client's WAN or LAN for internal  users
and appear on those PC  workstations  designated by the Client.  External  users
(customers) can be given access to the system at the Client's option. They would
be connected  through  either the Client's  cash  management  system or directly
through frame relay or dial-up telecommunications links at the Client's option.

Daily wire volume is the primary determinant of which telecommunications  option
the Client will use. We  recommend  that Clients with more than 50 wires per day
consider the frame relay option but there is no required volume.  The Client can
also  use a  mixture  of both  types of  telecommunications  links  for  various
locations, again as volumes warrant.

Frame-relay  communications  links  require  a  router  and  related  peripheral
equipment (the recommended configuration is shown below):

QTY PART #         DESCRIPTION

 2  CISCO 1720     lO/lOOBaseT  Modular  Router w/2 WAN slots, 8M Flash/32M DRAM
 1  WIC-1DSU-56K4  1-Port  4-Wire 56Kbps  DSU/CSU WAN  Interface  Card
 1  WIC- lB-U      1-Port  ISDN  with  NT-i WAN  Interface  Card dial and
                   leasedline
 2  WIC-1ENET      Single-Port Ethernet WAN Interface Card
 1  ?              2' Ethernet Crossover Cable

The   equipment   listed   above  may  be   ordered  by   BankServ   for  actual
purchase/payment by Client, at the Client's option.  Prices and availability are
subject to the supplier.

Dial-up communications links only require a modem.

TELECOMMUNICATIONS COSTS:

These are billed as a "pass-through" as provided by our carrier,  AT&T.  Charges
vary with either the frame-relay or dial-up options.

While a specific quote can be provided upon request, average monthly charges for
the frame-relay  option are about $500, these are applied as a monthly flat rate
with NO additional activity charges.  This fee includes links to both BankServ's
primary  and  backup  sites  and  also  provides  an  additional  ISDN  fallback
capability.  The frame-relay  lines access a local AT&T site (usually within the
same Area Code as the Client's


                                                                              19


<PAGE>


primary 1caticn) so that toll charges are minimized.

Dial-up lines are billed at $3.50 per hour  (calculated by the minute for actual
connect time).  These also use a local Area Code to avoid long distance charges.

Users may migrate from  dial-up to  frame-relay  access at any time,  conversion
takes about 30 days.


                                                                              20


<PAGE>


                                   EXHIBIT E
                        GFXN CLIENT APPLICATION SUPPORT


OVERVIEW:

BankServ(R)  Client  Application  Support will respond to and work on all Client
support  requests  with  respect  to the most  recent  version  of the  software
delivered to the Client with additional charge at Time and Material rates during
the term of the  Software  License and  Support  Agreement  (hereinafter  System
Support  Services").  The support will include:

o Accepting and fielding Client requests and escalations.
o Troubleshooting Client issues.
o Working with BankServ(R) Development on an action plan for Client issues.
o Escalating  Client  requests  for  changes in severity  level to  BankServ(R)
  Development and/or management when necessary.
o Communicating status of Incident Tickets on a timely basis.
o Handling  response,  resolution and closure  within the stated time limits.
o Closing Incident Tickets with the Client's approval.
o Supplying the Client with all technical bulletins, updated user guides and any
  other  updated  documentation.
o Supplying  the Client  with all  interim  and maintenance  releases of the
  software  that are  released or made  available by BankServ(R) from time to
  time

SUPPORT TIER DEFINITIONS:

FIRST LEVEL SUPPORT:

Support for Client's customers (i.e. questions on status of wires)

Second level Support:

Support  of  Clients  internal   non-GFX  related  events  (i.e.   network  card
malfunction)

Third level 3 Support:

Support or GFX related issues

SEVERITY LEVEL DEFINITIONS:

SEVERITY 1:

A CRITICAL PROBLEM that requires  immediate  attention and  circumvention is not
available: e.g. The production system is down and cannot be brought up.

SEVERITY 2:


                                                                              21


<PAGE>


A LIMITED  CRITICAL  PROBLEM  that  restricts  functionality:  e.g.  the product
operates  but is severely  restricted;  or the  production  system is  regularly
disrupted (i.e. 2 or 3 times a week).

SEVERITY 3:

A LIMITED  NON-CRITICAL PROBLEM that is occurring with the production system but
the majority of  functions  are still  usable:  e.g.  the  production  system is
occasionally  impacted  (less than once per week);  or a problem  occurs  when a
specific facility or function is invoked.

SEVERITY 4:

A MINIMAL IMPACT  PROBLEM or question  which does not affect  product  function:
e.g. An infrequently used utility  occasionally gives misleading  results;  or a
problem has occurred once but has not yet  reoccurred  and cannot be reproduced;
or a problem occurs once but can be circumvented without undue difficulty;  or a
non-reproducible problem impacts the consumer community.

ROLES AND RESPONSIBILITIES:

o    The Client is responsible  for providing First and Second level support for
     the hosted  application  and  escalating  Third level  support  requests to
     BankServ(R) Client Application Support.

o    A  dedicated  resource  from the Client for the  period  covering  "Initial
     Contact with Client" through "Issue Diagnosis" for seventy I and severity 2
     incident tickets will be necessary to ensure quality and timely  resolution
     of  those   incident   tickets.   This   resource   will  be  the  Client's
     escalation1ath  to  BankServ(R)  Client  Application   Support  and  should
     initiate the contact to BankServ Client Application Support.

o    BankServ(R) Client Application  Support will provide Third level support to
     the Client's support requests.  Third level support will provided on a Time
     and Materials basis at BankServ's  published standard rates. 7 x 24 support
     package is available  for $25,000 per year or business hour support (5 a.m.
     Pacific Time to 5:30 p.m. Pacific Time) is available for $12,500 per year.

THIRD  LEVEL  SUPPORT ON  SEVERITY 3 AND  SEVERITY 4 RESPONSE  METRICS:

Initial Contact  with Client                  within 4 hours of contact

Issue  Diagnosis                              by end of next business day after
                                              Client contact

Client Status Updates  (requires development) as needed before software  release


                                                                              22


<PAGE>


FOLLOW UP CALLS:

     BankServ(R) Client Application Support will be responsible for following up
with the Client on all support requests.  Follow up calls will occur when any of
the following conditions are met:

o    Incident ticket requires additional information from the Client.

o    Incident ticket is ready to be closed and needs Client approval.

o    Client requires additional information on the incident ticket.

o    Incident ticket has been escalated.

o    Incident ticket has changed severity levels.

o    BankServ(R) Client Application  Support is conducting a Client satisfaction
     survey.

CALL  CLOSURE:

An incident ticket will be closed when any of the following conditions have been
met:

o    The Client  requests  closure of the incident  ticket since  resolution has
     occurred.

o    The  Client  requests  closure  of  the  incident  ticket  without  further
     investigation into the matter.

o    The incident  ticket has been  determined to have a diagnosis of No Trouble
     Found.

o    The  incident  ticket has been open more than 5 business  days  without any
     response from the Client to information  requests from  BankServ(R)  Client
     Application Support.

SOFTWARE UPDATES:

BankServ(R)  Client  Application  Support  may provide  software  updates to the
Client.  The updates will address  issues that  BankServ(R)  deems  necessary to
ensure the proper  operation of the software  provided to the Client.  Technical
support related to installation of upgrades is available on a Time and Materials
basis.


                                                                              23

                                  BRIDGE BANK

                            *** FACSIMILE COVER ***

DATE: JUNE 26, 2002                       # PAGES: 2, (including cover page)

TO: Pete Hosokawa                         FROM: Tom Sa

COMPANY: BankServe                        SENDER'S PHONE: 408.556.8308

FAX: 41.5.217.4525                        SENDER'S E-MAIL: tom.sa@bridgebank.com

PHONE NO.:

RE: BRIDGE BANK AGREEMENT

oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo

Pete,

As  requested by Norm Costa,  following  please find the  signature  page of the
Bridge Bank agreement  executed by me today. I am forwarding the original to you
via FedEx.

I look forward to moving ahead with Bankserve.


Regards.


Tom









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