EXHIBIT 10.3

                        REMOTE DATA PROCESSING AGREEMENT
                           BANKERS DATA SERVICES, INC.


         This REMOTE DATA  PROCESSING  AGREEMENT made and entered into on by and
between BANKERS DATA SERVICES,  INC., (HEREAFTER "BDS"),  located at 521 W. 11th
Street,  Alma, Georgia 31510, and OCEANSIDE BANK (hereafter  "Customer") located
at Jacksonville Beach, Florida 32240.

         In  consideration  of the mutual  covenants  herein contained and other
good and valuable consideration, the parties hereto agree as follows:

         1.  TERM.  This  Agreement  is for an  initial  period of two (2) years
commencing upon installation of the system or the first day BDS receives work to
process for Customer.  Thereafter,  this Agreement shall automatically renew for
successive  terms of one (1) year,  unless and until either party shall give the
other six month advance  written  notice of termination at the conclusion of the
then-current  term.  This  provision is subject to the right of BDS to terminate
for cause under paragraph 14 hereof.

         2.  SERVICES.  BDS shall provide to customer the services  described in
the schedule marked "Exhibit A" attached hereto and made a part hereof and shall
provide  these  services  in  accordance  with the  procedures  outlined in said
schedule.  In  addition,  BDS  and  Customer  may  agree  from  time  to time on
additional  data  processing  services  to be  performed  by BDS  and  all  such
additional  services  shall  be  performed  by  BDS  subject  to the  terms  and
conditions of this Agreement. The additional services shall be added hereto by a
written  addendum to Exhibit A executed by both  parties.  BDS may make  changes
from time to time in the procedures governing its data processing services,  but
no substantial  changes will be made in such procedures  without giving Customer
written  notice  thereof and a reasonable  opportunity  to adapt its  operations
procedures to such changes.

         3.  PROCESSING  SCHEDULE.  BDS will  process  work in a  timely  manner
satisfactory  to and agreed upon by both BDS and Customer.  BDS understand  that
prompt  performance  of all work is necessary for Customer to meet its schedules
and that time is of the  essence  and will  utilize  all  reasonable  efforts to
process work in accordance with the mutually agreed upon schedule.

         4. FEES. For performing data processing services for Customer, BDS will
charge the fees set forth in the attached schedule marked "Exhibit B", and these
fees shall  remain firm for the initial  two-year  term of this  Agreement.  BDS
reserves the right to change said fees upon three months'  prior written  notice
to Customer. If Customer does not wish to agree to said increase in fees, it may
terminate this Agreement, notwithstanding the termination provision in Paragraph
1, or discontinue  the service for which the fees are being raised by giving BDS
written notice 30 days prior to the date said increased fee goes

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into effect. If notice by Customer is not so given,  Customer assents to the new
prices and waives any right of early termination under this paragraph.  Any work
processed after the effective date of the price increase shall be subject to the
new  prices  notwithstanding  Customer's  notice to  terminate  this  Agreement.
Payments shall be made to BDS 10 days after  Customer's  receipt of BDS invoices
therefor.  Outstanding balances which remain unpaid after 30 days after same are
due and payable shall, I the sole discretion of BDS, bear interest at the lesser
of 1.5% per month, or the highest rate permitted by law.

         5. EARLY TERMINATION BY CUSTOMER. If Customer terminates this Agreement
except as in accordance with Paragraph 1 or Paragraph 4 hereof,  Customer agrees
to pay BDS for the  remaining  term of the  contract  the greater of actual fees
earned during each  processing  month after notice of intent to terminate or 80%
(eighty  percent) of average  monthly  fees BDS earned  during the three  months
immediately prior to notice of termination.

         6. BACK-UP PROVISIONS.  BDS assumes  responsibility for having adequate
back-up  arrangements and equipment at its disposal in the event of a mechanical
failure.  It will be the Customer's  responsibility  to enter into a maintenance
agreement   with  the   equipment   manufacturer   or  an   authorized   service
representative  of the  manufacturer  to repair and maintain all data processing
equipment owned or leased by the Customer.

         7. PRIORITY.  BDS covenants to afford  priority to all data  processing
provided to bank  customers,  with all bank data  processing  which is due to be
completed and delivered before any nonbank data processing in
initiated.

         8. OWNERSHIP. All systems,  programs,  operating instructions and other
documentation  prepared by BDS shall remain the property of BDS. All data-source
documents  shall  remain the  property of  Customer.  Upon  termination  of this
Agreement,  Customer  information  retained in BDS' masters  files shall be made
available to Customer on magnetic tapes furnished by Customer of a type suitable
for use on BDS  equipment,  and BDS will return to  Customer,  after  Customer's
remittance to BDS of a reasonable fee to cover this final servicing and handling
process and to reimburse  BDS for the cost of any unused stock of special  forms
prepared for Customer.

         9. DELIVERY OF DATA. The Customer will be responsible  for its material
while in transit  and shall bear all risk of loss  damage  while  material is in
transit to or from BDS.  Customers  shall  prepare its input  material in a form
acceptable to BDS. This input and the information necessary for controls will be
delivered to BDS according to a schedule mutually agreeable to both parties.

              Customer will be responsible for entering the input data furnished
by Customer  into the computer  systems and BDS will  process all data  received
from  Customer in a form  acceptable  to BDS as promptly  as  practicable  after
receipt thereof,  but the time for processing such data shall be extended in the
event of the failure of BDS  equipment or other  situations  beyond its control.
BDS may refuse to process and may return to

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Customer and documents, items, records or input data which, in BDS' opinion, are
not of a quality or  condition  satisfactory  for process or which do not comply
with BDS  applicable  procedures  manual or are not in a  machine-readable  form
acceptable to BDS. The Customer will be responsible  for correcting the rejected
data and for submitting corrected material for reentry.

10.      DUTY OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION.
BDS agrees to use the same care in processing  Customer's material as it uses in
performing  similar  services for itself,  but recognizing  that data processing
involves certain possibilities of errors, omissions,  delays, loss or mutilation
of  documents  and other  occurrences  which may give rise to loss or damage THE
PARTIES  AGREE THAT BDS SHALL NOT BE LIABLE ON ACCOUNT  OF SUCH  MATTERS  UNLESS
CAUSED BY ITS GROSS  NEGLIGENCE.  CUSTOMER AGREES THAT BDS SHALL BE EXCUSED FROM
PERFORMANCE  AND  SHALL  NOT  BE  LIABLE  FOR  ANY  DELAY  IN  DELIVERY  OR  FOR
NON-DELIVERY,  IN WHOLE OR IN PART,  CAUSED BY THE  OCCURRENCE OF  CONTINGENCIES
BEYOND  THE  CONTROL OF BDS,  INCLUDING,  BUT NOT  LIMITED  TO,  WAR,  SABOTAGE,
JUDICIAL ACTION, LABOR DISPUTE, ACCIDENT, FIRE, EXPLOSION,  FLOOD, STORM, OR ANY
ACT OF GOD.  CUSTOMER  FURTHER  AGREES  THAT IN NO EVENT  WILL BDS BE LIABLE FOR
INDIRECT,  SPECIAL,  COLLATERAL,  INCIDENTAL, OR CONSEQUENTIAL DAMAGES. CUSTOMER
FURTHER  AGREES THAT IN NO EVENT WILL THE TOTAL  AGGREGATE  LIABILITY OF BDS FOR
ANY DAMAGES ARISING UNDER THIS CONTRACT AND SERVICES PERFORMED  HEREUNDER EXCEED
THAT TOTAL AMOUNT PAID BY THE CUSTOMER TO THE BDS DURING THE  PRECEDING  TWELEVE
MONTH PERIOD (OR, SHOULD THE CONTRACT HAVE BEEN IN EFFECT LESS THAN SUCH PERIOD,
FOR THE TERM OF THE CONTACT).

         Customer understands that BDS uses certain computer programs to process
work which are licensed from their owners or  distributors.  Customer agrees not
to bring  any  action  against  any said  vendor  arising  out of, or in any way
related to, the services to be performed by BDS hereunder.

         Customer shall adopt such measures as it deems  appropriate for its own
interest in respect of such matters,  including (without limiting the generality
of the foregoing)  provision for the  ascertainment and correction of errors and
omissions,  replacement of lost or mutilated documents and the reconstruction of
data. In any event,  the Customer shall  indemnify and hereby agrees to hold BDS
harmless  against any and all claims or causes of actions by or on behalf of any
and all third parties  whomsoever  arising out of, or in any way related to, the
services to be performed by BDS here under.

         11.  CONFIDENTIAL  TREATMENT OF  INFORMATION.  BDS agrees to receive in
confidence all information  relating to the Customer's business and accounts and
represents and warrants to the Customer that this  information  will not be used
by BDS or any affiliated company for any purpose other than in strict compliance
with this

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Agreement. BDS will not release such information to any of its other departments
or affiliated  companies,  and such  information will not be used to solicit new
business or to any other  advantage  by BDS. No  information  hereunder  will be
considered  confidential  if (1) it is or becomes  public  knowledge  through no
fault or negligence of BDS, (2) it is rightfully  disclosed by some third party,
or (3) it is already  known to BDS prior to this date and has not been  obtained
in confidence under this Agreement.

         12.  AUDITS  AND  GOVERNMENTAL   EXAMINATIONS.   BDS  agrees  to  allow
Customer's internal and outside auditors to perform audit procedures within BDS,
but this audit responsibility rests entirely upon the Customer.  BDS also agrees
that upon  Customer's  written  request  assurances will be given to appropriate
federal and state  supervisory  agencies that the performance of the services by
BDS for the Customer  under this  Agreement  will be subject to  regulation  and
examination  by such  agency to the same extent as if such  services  were being
performed by the Customer itself on its own premises,  provided,  however,  that
the Customer will bear the full audit responsibility.

         13.  MODIFICATIONS.  The terms of this Agreement may be modified by BDS
by written notice to Customer,  except for the terms and conditions which relate
specifically  to BDS  duty of  care  as  provided  for in  Paragraph  10 of this
Agreement and BDS' representation and warranty of confidential  treatment of the
Customer's  items  processed as provided for in Paragraph 11 of this  Agreement.
The Customer may terminate  this  Agreement or  discontinue  any of the services
hereunder  affected by such  modification upon six-month prior written notice to
BDS; otherwise, such modification shall become effective.

         14.  DEFAULT.  The breach by either party or any  obligation  hereunder
that is not cured within thirty (30) days of written  notice shall  constitute a
"default".
         Notwithstanding  the  agreed  term of this  Agreement,  in the event of
default by Customer or BDS, or if either party ceases doing business or ceases n
its own initiative to provide  service under this Agreement may be terminated by
the  other  party to a  receivership  proceeding,  then  this  Agreement  may be
terminated by the other party thereto.  Should BDS send Customer  written notice
of  termination,  BDS shall have no further  duties or  liabilities  to Customer
hereunder, except to assemble at Customer's cost, Customer's documents and other
materials and make them available for Customer to pick up.

         15. ENTIRE  AGREEMENT.  This instrument  contains the entire  Agreement
between the parties and supersedes any and all previous  Agreements  between the
parties on the subject  matter hereof.  All exhibits to which  reference is made
herein are  incorporated  in this  Agreement.  The  Agreement  may be  enlarged,
modified or altered only as provided in  Paragraphs 2 and 13 above or in writing
signed by both the parties.

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         16.  GOVERNING  LAW. This Agreement is being executed and delivered and
is intended to be performed in the State of Georgia,  and shall be  interpreted,
construed and enforced in accordance with the laws of such State.


         17. This  Agreement  shall be binding upon and insure to the benefit of
the respective parties, their heirs, successors and assigns.

         18.  NOTICES.  All notices  under this  Agreement  shall be deemed duly
given upon  delivery,  if delivery is by hand; or three days after delivery into
the United States Mail if sent by registered mail, return receipt requested to a
party at the address  hereinabove  set forth or to such other address as a party
may designate by notice pursuant hereto.

         19. ACCEPTANCE.  This agreement shall be withdrawn if execution by both
parties is not complete within sixty (60) days of agreement date.

         IN WITNESS WHEREOF< the parties have executed and sealed this Agreement
the day and year written below.

BDS:                                                                   CUSTOMER:

BANKERS DATA SERVICES, INC.                                       OCEANSIDE BANK


BY:  /S/ Andrew R. Corbett,                        BY:  /S/ Mike Witherspoon
     ----------------------                             --------------------
     Andrew Rickey Corbett                              Mike Witherspoon
     Vice President                                     CEO


       4-3-97                                           3-31-97
---------------------                              ---------------------
Date                                               Date



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                                 OCEANSIDE BANK

                              JACKSONVILLE, FLORIDA

                                 MARCH 24, 1997

                                    EXHIBIT A

Description of Data Processing Services

         In  consideration  of the Remote Usage Fees contained in Exhibit B, BDS
shall provide the services set forth below and any others not specified below as
they may be described in other areas of this Agreement,  of which the Exhibit is
a part.

         Daily Activity

                  Maintain all information input by Customer with respect to the
                  accounts  necessary to operate the System in  accordance  with
                  the documentation as provided by SPARAK or in such a manner as
                  shall be mutually agreed upon by the parties.

         Functions

                  Maintain System availability for inquiry,  input, and printing
                  purposes during Customer's business hours.

                  Process  transactions  input into the System by Customer  once
                  nightly on a daily basis as directed by Customer.

                  At Customer's  discretion,  schedule all batch jobs  necessary
                  for daily,  weekly,  monthly,  quarterly,  and  annual  system
                  processing of accounts.

         Telephone Support

                  BDS  will  provide  support  to  address  questions  regarding
                  operation and use of system.

System Description

         The System consists of equipment and services  supplied by BDS, Premier
         Imaging,  and application software known as SPARAK 3000 and is designed
         to operate on mainframe  computer  equipment to provide data processing
         services for financial institutions.

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                                 OCEANSIDE BANK

                              JACKSONVILLE, FLORIDA

                                 MARCH 24, 1997

                                    EXHIBIT B

Fees

         Monthly  fee based on $100.00  per  million in assets with a minimum of
$2000.00.  Note that the fee will be calculated  each  anniversary  based on the
then current total assets of the bank.



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