EXHIBIT 10.1

                           SOFTWARE LICENSE AGREEMENT

         THIS  AGREEMENT  entered  into  by and  between  FILE  SOLUTIONS,  INC.
(hereinafter  referred  to  as  "Licensor"),  a  Georgia  Corporation,  and  the
undersigned  (hereinafter  referred to as "Licensee")  determines the rights and
licenses granted to licensee in the Licensed  Software (as hereinafter  defined)
supplied by the Licensor hereunder.

         1.  Definitions. As used herein, the following definitions shall apply:
             ------------
             (A)  "Licensed   product"  shall  mean  collectively  the  Licensed
Software and Licensed Documentation (as hereinafter defined).

             (B)  "Licensed  Software"  shall mean the  software  identified  on
Schedule "A" attached  hereto and  incorporated  herein by  referenced in object
code form,  all updates and revisions are to be supplied by Licensor  during the
term hereof and all permitted copies of the foregoing.

             (C) "Licensed  Documentation"  shall mean all  documentation  other
than Licensed Software that is related to such software.

         2.  License.
             --------
Subject to the payment of the License  fees and  charges to  Licensor,  Licensor
hereby grants to Licensee and Licensee  hereby  accepts a personal  nonexclusive
and nontransferable  license to use the Licensed Software during the term hereof
and to use the Licensed  Documentation  during the term hereof in support of the
use of the Licensed Software.

         3.  License Fees Charges and Taxes.
             ------------------------------
             (A) The license fees and charges for the license  herein granted to
licensee shall be the then current  license fees and charges of Licensor for the
Licensed  Product  in effect at the time of the  Licensor's  acceptance  of this
Agreement.

             (B) License fees and charges,  taxes and other  applicable  charges
shall be due and payable  within ten (10) days after  Licensee's  receipt of the
invoice  therefor.  Licensee shall pay a late payment charge of one and one-half
percent  (1.5%) per month or the  maximum  rate  permitted  by  applicable  law,
whichever  is less,  on any unpaid  amount for each  calendar  month or fraction
thereof that any payment to Licensor is in arrears.

             (C) Licensee shall pay all taxes based on or in any way measured by
this License  agreement,  the Licensed  Product or any portion  thereof,  or any
services  related thereto,  excluding taxes based on Licensor's net income,  but
including   personal  property  taxes,  if  any.  If  Licensee   challenges  the
applicability of any such tax, it shall pay the same Licensor,  and Licensee may
thereafter seek refund thereof.

          4. Term of License Agreement and Licenses. Unless otherwise terminated
or cancelled as provided  herein,  the term of the licenses granted herein shall
commence  on the  effective  date of this  Agreement  and shall  continue  until
Licensee discontinues the licenses of the Licensed Software.
<PAGE>

                  5.  Protection of Licensed Product.
                      -------------------------------
             (A) Licensee  acknowledges and agrees that the Licensed Product and
all permitted copies thereof are Licensor's  exclusive property and constitute a
valuable  trade secret of Licensor.  Licensee may not disclose or make available
to third parties the Licensed  product or any portion thereof without license or
the prior written consent of the Licensor.

(B) Upon any  termination,  cancellation  or expiration  hereof,  Licensee shall
immediately return the Licensed Product and all copies thereof to Licensor.

6.       Reproduction and Modification of Licensed Product.

             (A) Licensee may not reproduce  more than two (2) copies,  in whole
or in part, of the Licensed Software.  All copies of the Licensed  Software,  in
whole or in part,  shall contain all of Licensor's  restrictive  and proprietary
notices  as they  appear on the  copies of the  Licensed  Software  provided  by
Licensor. In no event shall Licensee have the right to duplicate, in whole or in
part, the Licensed Documentation.

                                       1
<PAGE>

             (B)  Licensee  may modify the  Licensed  Software and merge it into
existing  software provided such modified software and resulting merged software
shall be deemed to be a Licensed Product subject to all the terms and conditions
hereof.  Upon any termination,  cancellation or expiration hereof of any license
granted hereunder,  Licensee shall remove the Licensed Software and all portions
thereof  from the modified  software  and the  resulting  merged  software,  and
Licensee  shall have no right  thereafter  to use the Licensed  Software and any
portion thereof.

         7.  Shipment and Packaging.
             ----------------------
The Licensed  product shall be delivered FOB  Licensor's  shipping  point;  and,
thereafter, Licensee shall assume all risk of loss therefor.

         8.  Services.
             ---------
Licensee  shall  have  its  own  exclusive  responsibility  for  the  selection,
installation  and use of the Licensed  Product.  Licensor shall provide Licensee
with  technical  support and services  under terms and  conditions of a separate
agreement at Licensor's then current charge therefor.

         9. Negation of Warranty. THE LICENSED PRODUCT IS PROVIDED ON AN "AS IS"
BASIS,  AND THERE ARE NO  WARRANTIES,  EXPRESS  OR  IMPLIED,  INCLUDING  BUT NOT
LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR  PURPOSE.
LICENSEE  SHALL BE SOLELY  RESPOSIBLE  FOR THE  SELECTION,  USE,  EFFICIENCY AND
SUITABILITY  OF THE  LICENSED  PRODUCT,  AND  LICENSOR  SHALL HAVE NO  LIABILITY
THEREFOR.

         10.  Negation of Proprietary Rights Indemnity.
              ----------------------------------------
LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE FOR THE INFRINGEMENT OF PROPRIETARY
RIGHTS BY THE LICENSED PRODUCT OR ANY PORTION THEREOF.

         11.  Termination/Cancellation.
              ------------------------
             (A) Licensor may terminate/cancel  this License Agreement,  and any
license granted to Licensee hereunder if:

                 (1) Licensee fails to pay Licensor any license fees or charges:
                 (2)  Licensee  is in default of any  provision  hereof and such
default has not been cured within ten (10) days after  Licensor  gives  Licensee
written notice thereof; or
                 (3) Licensee becomes insolvent or seeks  protection,  voluntary
or involuntary, under any bankruptcy law.

             (B) In the event of any termination or cancellation hereof, or of
any license granted to Licensee hereunder, Licensor may:
                 (1)Declare  all  amounts  owed  hereunder  to  Licensor  to  be
immediately  due and payable:
                 (2)Require  that Licensee cease any further use of the Licensed
Product or any portion thereof and immediately  return the Licensed  Product and
all copies thereof, in whole or in part: and
                 (3)Cease  performance of all license or  obligations  hereunder
without  liability to Licensee.

             (C) Licensor's foregoing rights and remedies shall be cumulative in
addition to all other  rights and  remedies  available to Licensor in law and in
equity.

12.      Limitation of Liability.
--------------------------------
(A)      IN NO EVENT SHALL LICENSOR BE LAIBLE FOR ANY INDIRECT, SPECIAL OR
 CONSEQUENTIAL  DAMAGES  OR LOST  PROFITS  ARISING  OUT OF OR  RELATING  TO THIS
LICENSE  AGREEMENT OR THE  PERFOORMANCE  OR BREACH  THEREOF EVEN IF LICENSOR HAS
BEEN  ADVISED OF THE  POSSIBILITY  THEREOF.  LICENSOR'S  LIABILITY  TO  LICENSEE
HEREUNDER,  IF ANY,  SHALL IN NO EVENT EXCEED THE TOTEL OF THE LICENSE FEES PAID
TO LICENSOR HEREUNDER BY LICENSEE.

                                       2
<PAGE>



(B)      IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY
DAMAGES  RESULTING  FROM OR RELATED TO ANY  FAILURE  OF THE  SOFTWARE  PRODUCTS,
INCLUDING  BUT NOT  LIMITED TO,  LOSS OF DATA,  OR DELAY OF THE  LICENSOR IN THE
DELIVERY OF THE LICENSED  PRODUCT OR IN THE  PERFORMANCE OF SERVICES UNSDER THIS
LICENSE AGREEMENT OR RELATED AGREEMENTS.

13.      General.
----------------
(A) The  effective  date of this  Agreement  shall be upon  execution  hereof by
Licensee and Acceptance thereof by an authorized representative of Licensor.

              (B) Any claim arising out of or related to this  Agreement must be
brought no later than one (1) year after it is approved.
              (C) This  Agreement  is the sole  agreement  between  the  parties
relating to the subject matter hereof and  supersedes  all prior  understanding,
writings,  proposals,  representatives  or communications,  oral or written,  of
either party.  This  Agreement may be amended only by a writing  executed by the
authorized representatives of both parties.
              (D) This Agreement and the licenses  granted  hereunder may not be
transferred  or  assigned  by  Licensee  without  the prior  written  consent of
Licensor.
              (E) This Agreement  shall be  interpreted  in accordance  with the
laws of the State of Georgia.



LICENSOR:                                  LICENSEE:
---------                                  ---------

FILE SOLUTIONS, INC.                       OCEANSIDE BANK - JACKSONVILLE BEACH

By: /S/                                    By: /S/
   ---------------                             -----------------
Title:  PRESIDENT                          Title:  CHAIRMAN/CEO
Date:   10/06/97                           Date:   9/29/97


                                       3

<PAGE>
                                  SCHEDULE "A"

        Licensed Product

File Solution(TM) Software System