EXHIBIT 10.2

                                 File Solutions

                         Software Maintenance Agreement

         This  Agreement  is entered  into this 15th day of July,  1997,  by and
between  SPARAK  Financial   Systems,   inc.   (Vendor)  and  OCEANSIDE  BANK  -
JACKSONVILLE BEACH (Customer).

         WHEREAS,  Customer has purchased a certain Software package (Software),
more fully  described in Software  Schedule  attached  hereto,  from Vendor or a
Dealer of Vendor; and,

         WHEREAS,  Vendor  offers to  provide  maintenance  and  support  of the
Software  and  Customer  desires to obtain such  maintenance  and support of the
Software on the terms and conditions hereafter provided;

                                      Term

         This  Agreement  shall  commence on the date  indicated on the Software
Schedule attached hereto and incorporated herein by reference and receipt of the
Maintenance  Fee (Fee) by Vendor.  The  initial  term of this  Agreement  is for
twelve months from said date.  Thereafter,  this Agreement will continue in full
force and effect for twelve month periods provided the Fee is received by Vendor
by the anniversary date of this Agreement.

                              Maintenance Services

         The maintenance and Support Services (Service) provided hereunder shall
consist of: (a) technical and/or  operational  assistance  provided by Vendor to
Customer during normal business hours which shall be generally defined as Monday
through Friday, 8:00 AM to 5:00 PM, Central time, and (b) distribution by Vendor
to Customer of  enhancements to the Software which may be developed from time to
time by File  Solutions and which are made  generally  available to all users of
the Software.

                               Telecommunications

         The Vendor  shall  install at the  Customer's  expense and the Customer
shall maintain for the duration of this Agreement, a modem and related software.
The  Customer  shall  install a  dial-up  phone  line and  maintain  service  at
Customer's  expense a while  this  agreement  is in force.  Vendor  may,  at its
option, use this modem,  software and phone line in connection with the Service.
Access  by  Vendor  shall be  subject  to prior  approval  of  Customer  in each
instance.

                                      Scope

         The purpose of the Agreement is to assist Customer with the Software as
listed in the Software Schedule attached to this Agreement.  Vendor shall not be
responsible  for  maintaining the software when the system of which the Software
resides  has  been  modified  in any  way by the  Customer,  or for  maintaining
portions of the Software  affected by Customer modified portions of the hardware
or hardware  operating  system.  Further,  this Agreement  does not  contemplate
assistance  for any other  software  added to the system by  Customer.  Services
required as a result of  Customer's  modifications  or system  changes  shall be
billed at Vendor's standard rate.
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                                Maintenance Fees

         If the  Customer  desires  the  Service,  the fee  designated  for each
Software System in the Software  Schedule  attached hereto shall be due upon the
terms provided, herein.

         (a) The Customer shall reimburse Vendor for any out-of-pocket expenses,
including but not limited to travel expenses, incurred in connection with duties
performed under this Agreement that, upon mutual concurrence, required travel to
Customer location by Vendor.

         (b) The Vendor may change the maintenance fee on any anniversary  date,
after the initial  term of the  Agreement,  upon thirty (30) days prior  written
notice. Billing of annual fee shall constitute notice under this Section.

                               Additional Services

         At the request of Customer, Vendor may also provide consulting or other
assistance  to Customer  in addition to those  included or intended as a part of
this Agreement. Customer would be billed for these services at Vendor's standard
rates then in effect.

                                   Assignment

         Customer may not assign or transfer this Agreement or Customer's rights
and obligations hereunder without Vendor's prior written consent.

                             Limitation of Liability

         (a) VENDOR OR FILE SOLUTIONS,  INC. SHALL NOT BE LIABLE TO CUSTOMER FOR
ANY  DAMAGES  RESULTING  FROM OR RELATED  TO THE  SERVICES  PERFORMED  BY VENDOR
HEREUNDER,  INCLUDING,  BUT NOT  LIMITED  TO,  ANY  LOSS  OF  DATA OR  SOFTWARE,
INABILITY OF VENDOR IN PERFORMING ANY SERVICES HEREUNDER.

         (b) IN NO EVENT SHALL VENDOR OR FILE  SOLUTIONS,  INC. BE LIABLE TO THE
CUSTOMER FOR ANY INDIRECT,  SPECIAL,  OR  CONSEQUENTIAL  DAMAGES OR LOST PROFITS
ARISING OUT OF OR RELATED TO THIS MAINTENANCE AGREEMENT,  EVEN IF VENDOR OR FILE
SOLUTIONS,  INC. HAS BEEN ADVISED OF THE  POSSIBILITY  THEREOF OR KNEW OR SHOULD
HAVE KNOWN THEREOF.  VENDOR'S OR FILE SOLUTIONS, INC. LIABILITY HEREUNDER TO THE
CUSTOMER,  IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE ANNUAL  MAINTENANCE
FEE  PAID TO  VENDOR  HEREUNDER  BY THE  CUSTOMER  FOR THE  IMMEDIATE  PRECEDING
MAINTENANCE PERIOD.

Both parties hereby agree to and accept these conditions;

SPARAK Financial Systems, Inc.               OCEANSIDE BANK - JACKSONVILLE BEACH


BY: /S/  STEVE ANDERSON                              BY: /S/
   --------------------                                 -------------------
   STEVE ANDERSON
TITLE:   SECRETARY/TREASURER                         TITLE:   CHAIRMAN/CEO
DATE:    09/30/97                                    DATE:    09/29/97


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                                SOFTWARE SCHEDULE
                                -----------------


Software                          Effective Date                   Annual Fee

The File Solution(TM)                08/01/97                       $1400.00
                                     --------                       --------



         This  Agreement is in effect on receipt of the total of the fees listed
above for a period of 12  consecutive  months from the effective  date indicated
above, and shall continue thereafter only on receipt of the total of fees listed
above, or billed, prior to the anniversary date of this Agreement.