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                                                                    EXHIBIT 10.7

                               SERVICES AGREEMENT


BISYS, INC.                                           Contract No. CH-2224-12-91
11 Greenway Plaza                                           Price List No. 12/91
Houston, Texas 77046-1102


Client   High Street Banking Company
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Address  225 4th Street, N.W.
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City     Hickory                   State    NC              Zip Code   28601
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1.       SCOPE OF AGREEMENT

Client agrees to convert to the BISYS system (defined in Paragraph 2(C) below)
and BISYS, Inc. ("BISYS") shall provide Client, in accordance with this
Agreement, the services selected by Client from BISYS' then applicable Standard
Services Price List and/or Special Services Price List (collectively, the "Price
Lists") (collectively, the "Services"). BISYS shall provide the reports listed
on the Standard Reports List and Special Reports List as applicable to the
Services selected by Client. The current Price Lists are attached hereto and
made a part hereof.

2.       TERM OF AGREEMENT

A.       The initial term of this Agreement shall commence the date this
         Agreement is executed by both parties and end sixty (60) full calendar
         months after the "Conversion Date" (as defined in Paragraph 4(B)) (the
         "Initial Period").

B.       The Agreement shall automatically continue after the Initial Period for
         subsequent consecutive terms of three years each unless and until it is
         terminated by either party upon written notice to the other given at
         least 180 days prior to the end of the Initial Period or any additional
         three year period.

C.       If Client has given BISYS notice pursuant to Paragraph 2(B) and Client
         intends to deconvert from the BISYS data processing system ("BISYS
         System"), Client may, upon written notice to BISYS given at any time
         during the final 120 days of this Agreement (as determined in
         accordance with 2(B) above) or any extension hereof pursuant to this
         Paragraph 2(C), extend the termination date to the date indicated in
         such notice, which date shall not be, in any event, less than 120 days
         after the date of such notice. Commencing at the end of the Initial
         Period or any renewal period (as applicable), Client shall pay for
         Services at the prices set forth in the then current BISYS Price Lists
         notwithstanding the giving of extension notice.

D.       Continuing obligations under this Agreement including, without
         limitation, those relating to "BISYS Products" (defined in Paragraph
         10(A)); "Confidential Information" (defined in Paragraph 10(F)) and
         "Client Files" (defined in Paragraph 8(A)), shall survive any
         termination.

3.       CHARGES

A.       Each month commencing Conversion Date, whether or not Client actually
         uses any Services during such month, Client shall pay a minimum monthly
         charge equal to the greater of (i)*; (ii) BISYS' charges for the
         Services actually used by Client during such month; (iii) 80% of the
         charges invoiced to Client during the immediately preceding month; or
         (iv) 80% of the charges invoiced to Client for the month immediately
         preceding any deconversion by Client if Client deconverts from the
         BISYS System.

B.       The initial charges for the Services are specified in the Price Lists,
         and shall be recorded by the BISYS System or by any other means used by
         BISYS of determining Client's usage. The charges for the Services
         listed on the Standard Services Price List as of the date hereof will
         not be changed by BISYS until the expiration of the first year
         following Conversion Date. Thereafter, during the remaining term of the
         Initial Period, the charges for the Services listed on the Standard
         Services Price List may be changed by BISYS at any time and from time
         to time upon at least 90 days prior written notice to Client. During
         the Initial Period, the charges for the Services listed on the Special
         Services Price List as of the date hereof may be changed by BISYS at
         any time after the date hereof upon at least 90 days prior written
         notice to Client. After the Initial Period, the charges for the
         Services listed on the Price Lists shall automatically, and without
         notice, be changed to BISYS' standard (non-discounted) list prices then
         in effect for the respective Services; such prices may, thereafter, be
         changed by BISYS, at any time and from time to time, upon at least 90
         days prior written notice to Client.

C.       There shall be added to all charges for the Services furnished Client
         hereunder amounts equal to any applicable taxes levied or based on such
         Services, exclusive of taxes based on BISYS' income.

D.       No later than the 5th day of each calendar month, BISYS shall invoice
         (the "Monthly Invoice") Client: (i) for all Services projected to be
         used by Client during that billing month (the "Billing Month") which
         charge will be based upon either actual usage and number of accounts
         during the month prior to the Billing Month or the minimum charge
         pursuant to Paragraph 3(A); (ii) an amount equal to 100% of the
         recurring pass through charges (e.g. communication charges) actually
         utilized by Client during the prior month as the estimated pass through
         charges for the Billing Month; (iii) adjustments (debits/credits) to
         the prior month's estimated charges set forth in (i) and (ii) above
         and; (iv) all other charges incurred by Client during the prior month.
         For the projected portion of the invoice, the first Monthly Invoice
         shall be based upon BISYS' estimates of usage and shall also include
         for the prior month (during which the Conversion Date occurred) a full
         month's charges unless the Conversion Date is after the 15th of the
         prior month, in which event Client shall be assessed one-half month's
         charges for the prior month. Client agrees to pay all amounts set forth
         in the Monthly Invoice by automatic debit by BISYS on the last business
         day of the Billing Month from a Client bank account established for
         this purpose (the "Payment Account"). Client agrees to execute any and
         all required documentation to enable BISYS to perform such automatic
         debiting of the Payment Account. If Client fails to pay any amounts due
         under this Agreement, Client shall, upon demand, pay interest at the
         rate of 1-1/2% per month, but in no event more than the highest
         interest rate allowable, on such delinquent amounts from their due date
         until the date of payment. Client agrees to reimburse BISYS for any and
         all expenses BISYS may incur, including reasonable attorney fees, in
         taking action to collect any amounts due BISYS hereunder. All amounts
         due must be paid prior to Client's deconversion from the BISYS System.

4.       CONVERSION TO THE SERVICES

A.       BISYS shall, to the extent applicable, convert machine readable Client
         Files to make them compatible with the Services selected by Client from
         the Standard Services Price List. Client agrees to cooperate with BISYS
         and provide all necessary information and assistance required for BISYS
         to successfully convert such Client Files. Client will assign a liaison
         person to assist and cooperate with BISYS in such conversion.

B.       BISYS shall determine in accordance with its normal acceptance
         procedures when the applicable Client Files have been successfully
         converted and when the Services selected by Client from the Standard
         Services Price List are operational and available for Client's use. The
         date the first of the Services selected by Client from the Standard
         Services Price List is operational and available for Client's use is
         the "Conversion Date".


*See Paragraph 2.1 of the Addendum.
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5.       AVAILABILITY OF THE SERVICES


A.       Hours of accessing Services on an on-line basis ("On-Line Hours") at
         the BISYS data center providing Services to Client ("Data Center") are
         7:00 A.M to 9:00 P.M Monday through Friday and 7:00 A.M to 5:00 P.M
         Saturday (Data Center time) exclusive of BISYS holidays (New Years Day,
         Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
         Christmas Day). A particular Service may also be available at other
         than On-Line Hours; in which event Client may, at its option and
         subject to any additional charges therefor, use that Service at such
         other times.

B.       BISYS will make every reasonable effort to have the Services available
         during the On-Line Hours. However, BISYS cannot and does not guarantee
         such availability. Accordingly, Client's remedy and BISYS' sole
         liability to Client or any third party to claims, nonwithstanding the
         form of such claims (e.g., contract, negligence or otherwise), arising
         out of (i) the unavailability of the BISYS System of (ii) the
         interruption in or delay of the Services provided or to be provided by
         BISYS hereunder, shall be for BISYS to use all reasonable efforts to
         make the BISYS System available and/or to resume the Services as
         promptly as reasonably practicable.

C.       Client shall, at it's expense, be responsible for delivering and
         transmitting to and from Client's offices, the offices of the
         applicable regulatory authorities and any other location authorized by
         Client, and the Data Center all data and information necessary for
         BISYS to furnish the Services to Client.

6.       USE OF SERVICES

A.       Client is exclusively responsible for the consequences of its own
         actions; for any instructions it gives BISYS; for its failure to access
         the Services in the manner prescribed by BISYS, and for its failure to
         supply accurate input information. Client is responsible for auditing,
         balancing, verifying the corrections of calculation routines (such as
         interest and service charges) and reconciling any out-of-balance
         condition, and for notifying BISYS of any errors in the foregoing
         within three business days after receipt of the incorrect information.
         Client's remedy and BISYS' sole liability to Client or any third party
         for any claims, notwithstanding the form of such claims (e.g.,
         contract, negligence or otherwise), arising out of errors or omissions
         in the Services provided or to be provided by BISYS hereunder and
         caused by BISYS shall be for BISYS to furnish the correct report and/or
         to correct the applicable Client Files, provided that Client promptly
         advises BISYS thereof.

B.       Client shall use the Services in accordance with such reasonable
         instructions as may be established by BISYS from time to time as set
         forth in any written materials furnished by BISYS to Client.

C.       Except as otherwise permitted by BISYS, Client will use the Services
         only for its own internal and proper business purposes and will not
         sell or otherwise provide, directly or indirectly, any of the Services
         or any portion thereof to any third party.

D.       Client shall not make any alteration, change or modification to any of
         the computer programs, data bases and/or BISYS supported files used by
         BISYS in connection with providing the Services to Client hereunder,
         without BISYS' prior written consent in each instance.

E.       BISYS shall give Client written notice of any BISYS system change which
         materially affects Client. Nothing herein shall preclude or limit
         BISYS' ability to make changes to its data processing system.

7.       COMMUNICATION LINES AND EQUIPMENT

A.       BISYS shall order on Client's behalf and with Client's approval, the
         installation of appropriate telephone lines and communications
         equipment to enable Client to access the Services. Client shall pay all
         charges relating to the installation and use of such telephone lines
         and communications equipment.

B.       BISYS shall not be responsible for the reliability, or continued
         availability, of telephone lines and communications equipment used by
         Client in accessing the Services.

8.       FILE SECURITY AND RETENTION

A.       Any Client data bases and files or other information provided by Client
         to BISYS for use with the Services (the "Client Files") shall remain
         the confidential property of Client. BISYS will provide reasonable
         security provisions to insure that third parties do not have access to
         the Client Files. BISYS reserves the right to issue and change
         regulations and procedures from time to time to improve file security.
         BISYS will instruct its employees having access to the Client files to
         keep the same confidential by using the same care and discretion that
         BISYS uses with respect to its own confidential property.

B.       BISYS will take reasonable precautions to prevent the loss of, or
         alteration to, Client Files, but BISYS cannot guarantee against such
         loss or alteration. Accordingly, Client will, to the extent deemed
         necessary by Client, keep copies of all source documents of information
         delivered to BISYS and will maintain a procedure external to the BISYS
         System for the reconstruction of lost or altered Client Files. In
         connection with the foregoing, it is understood that Client shall
         assume and be responsible for risk of loss and/or damage to documents
         and records while they are in transit to and from the Data Center.

C.       During the term of this Agreement, BISYS will retain the Client Files
         in accordance with, and to the extent provided by BISYS' then
         prevailing records retention policies for the Services, which policies
         will be consistent with guidelines covering the Services established by
         appropriate regulatory authorities. BISYS will, upon the expiration of
         any retention period for Client Files, dispose of Client Files in any
         manner deemed appropriate by BISYS unless Client, prior to such
         disposal, furnishes to BISYS written instructions for the disposition
         of such Client Files at Client's expense. Client shall pay for the
         provision of Client Files to Client at BISYS' standard rates for such
         services and BISYS shall provide such Client Files provided that BISYS
         has been paid for all Services provided hereunder through the date such
         requested Client Files are returned to the Client

D.       BISYS has a written Disaster Recovery Plan establishing emergency
         procedures, including off-premises backup facility. In connection
         therewith, BISYS has prepared a Disaster Recovery Manual. The Disaster
         Recovery Plan and Disaster Recovery Manual are available at the Data
         Center for examination by bank auditors and examiners and, as they may
         be modified from time to time, will remain in existence during the term
         of this Agreement. BISYS shall provide Client, upon and examiners and,
         as they may be modified from time to time, will remain in existence
         during the term of this Agreement. BISYS shall provide Client, upon
         written request, with information necessary for Client to develop a
         disaster contingency plan which will work in concert with BISYS'
         Disaster Recovery Plan.

9.       DUTIES UPON TERMINATION; RETURN OF RECORDS

A.       Upon the termination of this Agreement for any reason, BISYS will
         dispose of all Client Files still in the BISYS System in any manner
         deemed appropriate by BISYS unless Client, not later than 30 days after
         such termination, furnishes to BISYS written instructions for the
         disposition of such Client Files at Client's expense as set forth in
         Paragraph 9(B).

B.       At Client's request as set forth in Paragraph 9(A), BISYS shall deliver
         to Client all of the Client Files then retained by BISYS including file
         layouts and their descriptions in BISYS format and shall provide in
         accordance with BISYS deconversion policies, reasonable and necessary
         assistance with the deconversion from the BISYS System to a non-BISYS
         system ("Deconversion"). Client shall pay BISYS for Deconversion
         assistance in accordance with BISYS' then current Deconversion rate
         schedule. Payment for Deconversion together with all other payments
         which are due, and which will become due pursuant to the provisions of
         this Agreement shall be paid to BISYS prior to delivery of such Client
         Files.

C.       Client Files returned to Client shall be in a standard BISYS machine
         readable format.

10.      OWNERSHIP, USE AND CONFIDENTIALITY; BISYS PRODUCTS AND CONFIDENTIAL
         INFORMATION.

A.       All computer programs and related documentation made available,
         directly or indirectly, by BISYS to Client as part of the Services (the
         "BISYS Products") are the exclusive and confidential property of BISYS
         or the third parties from whom BISYS has secured the right to use such
         computer programs and documentation.

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B.       A personal, non-exclusive, non-transferable right and license is being
         granted to Client to use, during the term of this Agreement, any
         applications software programs included in the BISYS Products (the
         "Application Programs") which are delivered to Client as part of the
         Services solely for Client's own business usage. Client shall not have
         any interest in the Applications Programs except for this limited
         license.

C.       Client shall receive all improvements, enhancements, modifications and
         updates to any Applications Programs which are delivered to Client as
         part of the Services if, and as, made available by BISYS to its clients
         generally. All such improvements, enhancements, modifications and
         updates shall be delivered to Client in the form of a computer media,
         which media shall be provided to Client by BISYS and shall be installed
         by Client. If Client fails to install any such media within 45 days of
         its receipt from BISYS, BISYS shall have no further obligation to
         provide Client with improvements, enhancements, modifications or
         updates to such Application Programs.

D.       Client acknowledges that it shall be deemed a sublicensee of BISYS for
         any systems software programs included in the BISYS Products (the
         "Systems Programs") which are delivered to Client as part of the
         Services. Client accepts a sublicense from BISYS of the Systems
         Programs on a personal, non-exclusive, non-transferable basis with the
         right to use, during the term of this Agreement, such Systems Programs
         solely in connection with the Services.

E.       Client shall not copy, in whole or in part, any BISYS Products or
         related documentation, whether in the form of computer media, printed
         or in any other form. Client shall not make any alteration, change or
         modification to any BISYS Products.

F.       Client shall treat as confidential and will not disclose or otherwise
         make available any of the BISYS Products or any trade secrets,
         processes, proprietary data, information or documentation related
         thereto including, without limitation, any flow charts, logic diagrams
         or source code (collectively the "Confidential Information"), in any
         form, to any person other than employees of Client. Client will
         instruct its employees who have access to the BISYS Products and the
         Confidential Information to keep the same confidential by using the
         same care and discretion that Client uses with respect to its own
         confidential property and trade secrets. Upon the termination of this
         Agreement for any reason, Client shall return to BISYS any and all
         copies of the BISYS Products and the Confidential Information which are
         in its possession.

11.      GOVERNMENTAL AGENCIES.

A.       Client shall provide all required notices to the appropriate regulatory
         authorities concerning the initiation or termination of this Agreement,
         or of any substantial changes in the Services being provided to Client.
         BISYS agrees that any and all Client Files maintained by it for the
         Client pursuant to this Agreement shall be available for inspection by
         the appropriate regulatory authorities and Client's internal auditors
         and independent public accountants, upon prior written notice to BISYS.
         All costs incurred by BISYS in the preparation of data for inspection,
         examination or audit will be charged to Client at BISYS' then standard
         rates for such services.

B.       BISYS shall provide annually to the appropriate regulatory authorities
         any Third Party Review Reports prepared by independent public
         accountants with respect to the Services performed by BISYS at the Data
         Center and copies of BISYS' audited financial statements. By entering
         into this Agreement, BISYS agrees that it extends to the Office of
         Thrift Supervision ("OTS") the same authority and responsibility (as
         applicable to Client) provided to the other regulatory agencies
         pursuant to the Bank Service Corporation Act, 12 U.S.C. 1867(C)
         relating to services performed by contract or otherwise.

C.       If after the date hereof any modifications to the Services shall be
         required by law or by any governmental regulatory authority, BISYS
         shall, except to the extent such changes may be beyond the capability
         of the BISYS System to implement, conform the Services to be in
         compliance with such modified laws or governmental regulations. BISYS
         may, at its discretion, pass on, in whole or in part, on an equitable
         basis to all users of the Services (including Client) affected by any
         such modification the actual costs incurred by BISYS in making any such
         modification to the Services.

12.      WARRANTY.

A.       BISYS represents and warrants that the Services will conform materially
         to their design specifications and user documentation which may be
         changed from time to time. This warranty shall not extend to any of the
         computer programs, data bases and/or BISYS supported files used by
         BISYS in connection with providing the Services to Client hereunder
         which have been altered, changed or modified in any way, without BISYS'
         prior written consent in each instance.


B.       EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES,
         EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
         WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

13.      LIMITATION OF LIABILITY.

A.       The remedies specified in this Agreement constitute Client's sole and
         exclusive remedies in the event of any alleged defaults by BISYS under
         this Agreement. BISYS' sole liability, if any, for damages (monetary or
         otherwise) resulting from claims made by Client or any third party
         arising from or related to any and all causes not covered by the
         foregoing remedies shall be limited to the lesser of (i) the amount of
         actual damages incurred by Client or (ii) an amount which shall not
         exceed the charges paid by Client during the six (6) month period
         immediately preceding the event from which such liability arose for the
         Services performed which gave rise to the claim.

B.       IN NO EVENT WILL BISYS BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL
         OR CONSEQUENTIAL DAMAGES WHICH CLIENT MAY INCUR OR EXPERIENCE ON
         ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF BISYS
         HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.      PATENT AND COPYRIGHT INDEMNIFICATION.

         BISYS will hold Client harmless and, at its own expense, will defend
any action brought against Client based on a claim that the Services used within
the scope of this Agreement infringe a United States patent or copyright
provided Client notifies BISYS promptly in writing of the claim, BISYS has sole
control of the defense of the action and all negotiations for its settlement or
compromise, and Client cooperates with BISYS in the defense of the action. In
the event any of the Services becomes, or in BISYS' opinion is likely to become,
the subject of a claim of infringement of patent or copyright, BISYS, at its
option, may (i) secure for Client the right to continue using such Service(s),
(ii) replace or modify such Services to make it or them non-infringing, (iii)
cease providing the affected Service(s) or (iv) if none of the foregoing options
is commercially reasonable, in BISYS' opinion, terminate this Agreement. If
BISYS exercises its option hereunder to terminate this Agreement, such
termination shall be at no penalty to BISYS except that BISYS shall provide the
Deconversion assistance described in Paragraph 9(B) at no charge to Client.

15.      INSURANCE.

         BISYS shall maintain, during the term of this Agreement, $10,000,000 of
coverage under a Blanket Crime Policy covering fraudulent and dishonest acts
committed by its employees for which it is legally responsible. BISYS shall
maintain, on its own behalf, insurance coverage for loss from fire, disaster, or
other causes contributing to interruption of normal services. Client, at its own
expense, will maintain all insurance and fidelity bonds required by the
applicable regulatory authorities.

16.      DEFAULT; REMEDIES UPON DEFAULT.

A.       Any of the following events will constitute an "Event of Default" under
         the Agreement: (i) non-payment of any amounts due hereunder to BISYS by
         Client; (ii) non-performance of any of Client's or BISYS' other
         material obligations hereunder; (iii) if any representation or warranty
         of Client or BISYS is materially breached; (iv) if Client or BISYS
         files a petition for bankruptcy or becomes the subject of an
         involuntary bankruptcy petition which is not vacated within 60 days of
         filing,


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<PAGE>
         or becomes insolvent; or (v) if any substantial part of Client's or
         BISYS' property becomes subject to any levy, seizure, assignment,
         application or sale for or by any creditor or governmental agency.

B.       Upon occurrence of an Event of Default under the Agreement, the
         non-defaulting party may, at its option, terminate this Agreement
         provided at least 30 days (or longer period as may be required by the
         applicable regulatory authorities) prior written notice has been given
         to the other and such default has not been cured within such period.
         Upon such termination by BISYS, BISYS may declare all amounts due and
         to become due hereunder immediately due and payable. The remedies
         contained in this Paragraph 16 are cumulative and in addition to all
         other rights and remedies available to the parties under this Agreement
         or by operation of law or otherwise.

17.      FORCE MAJEURE

BISYS shall not be liable or deemed to be in default for any delay or failure to
perform under this Agreement or for interruption of the Services resulting,
directly or indirectly, from any cause beyond BISYS' reasonable control.

18.      GENERAL

A.       BISYS shall provide Client upon written request, copies of The BISYS
         Group, Inc.'s (BISYS' parent corporation) current audited financial
         statements.

B.       Client acknowledges that it has not been induced to enter into this
         Agreement by any representation or warranty not set forth in this
         Agreement. This Agreement contains the entire agreement of the parties
         with respect to its subject matter and supersedes all existing
         agreements and all other oral, written or other communications between
         them concerning its subject matter. This Agreement shall not be
         modified in any way except by a writing signed by both parties.

C.       The failure by either party hereto to insist upon strict performance of
         any of the provisions contained herein shall in no way constitute a
         waiver of its rights as set forth herein, at law or equity, or a waiver
         by either party of any other provisions or subsequent default by the
         other party in the performance of or compliance with any of the terms
         and conditions set forth herein.

D.       This Agreement may not be assigned by either party, in whole or in
         part, without the prior written consent of the other which consent
         shall not be unreasonably withheld. It shall not be deemed an
         assignment requiring consent if the stock of either is sold, or all, or
         substantially all, of the assets are sold so long as such sale does not
         materially negatively affect the basis of the financial bargain upon
         which this Agreement is based as of the date hereof and such sale does
         not materially negatively affect the provision of the Services
         hereunder. If there is such a negative impact, then the sale shall be
         deemed an assignment requiring consent as set forth above. This
         Agreement shall be binding upon and shall inure to the benefit of
         BISYS and Client and their respective successors and permitted assigns.

E.       If any provision of this Agreement (or any portion thereof) shall be
         held to be invalid, illegal or unenforceable, the validity, legality or
         enforceability of the remainder of this Agreement shall not in any way
         be affected or impaired thereby.

F.       The headings in this Agreement are intended for convenience of
         reference and shall not affect its interpretation.

G.       The individuals executing this Agreement on behalf of BISYS and Client
         do each hereby represent and warrant that they are duly authorized by
         all necessary action to execute this Agreement on behalf of their
         respective principals.

H.       Client acknowledges that a breach of any of its obligations under this
         Agreement relating to the BISYS Products and/or the Confidential
         Information will cause BISYS irreparable injury and damage and
         therefore may be enjoyed through injunctive proceedings in addition to
         any other rights or remedies which may be available to BISYS, at law or
         in equity and BISYS grants Client the same rights with respect to a
         breach of BISYS' obligations relating to the confidentiality of Client
         Files.

I.       During the term of this Agreement, neither party hereto shall, directly
         or indirectly, solicit or encourage to leave, any employee of the other
         without prior written consent, which consent shall not be unreasonably
         withheld.


BISYS, INC.                                  HIGH STREET BANKING COMPANY


Agreed to: /s/ W. W. Neville                 Agreed to: /s/ J. Edgar McFarland
          ------------------------------               ------------------------
                 (signature -                                (signature -
               Authorized Officer)                    Authorized Representative)

Name: W. W. Neville                          Name: J. Edgar McFarland
     -----------------------------------          -----------------------------
              (print or type)                            (print or type)

Title: Sr. V.P.      Date:  5/5/97           Title: President    Date: 4-30-97
      --------------      --------------           -------------      ---------
     (print or type)                              (print or type)


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THIS AGREEMENT SHALL BECOME EFFECTIVE UPON BEING SIGNED BY AUTHORIZED OFFICERS
OF BISYS AND CLIENT. BISYS' MARKETING REPRESENTATIVES DO NOT HAVE THE AUTHORITY
TO BIND BISYS.
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<PAGE>
                ADDENDUM TO SERVICES AGREEMENT N0. CH-2224-12-91

                  SERVICES AGREEMENT DATED AS OF _____________

Reference is made to the above Services Agreement between the undersigned (the
"Agreement") to which this Addendum Is attached and made a pant thereof.

The Agreement is hereby amended and supplemented as follows:

1.       Except as expressly amended and supplemented hereby, all terms defined
         in the Agreement shall have the same meanings when used herein.

2.       Charges.

         2.1      Section 3 of the Agreement is amended and supplemented by
                  inserting the following new paragraphs after Paragraph 3(D):

                  "E. For purposes of this Agreement and Addendum the following
                  terms shall have the meanings stated:

                  "Client Accounts" shall mean deposit and loan accounts on the
                  BISYS System, including but not limited to Savings
                  Accounts-Account Base, Time Deposits/Certificates of Deposits
                  Accounts-Account Base, Transaction Accounts-Account Base
                  (including DDA, MMDA, NOW, SUPER NOW, Money Market), Line of
                  Credit Accounts-Account Base, Mortgage Loans-Account Base,
                  Construction Loans-On Line History, Commercial Loans Account
                  Base, Installment Loans-Account Base, Adjustable Installment
                  Loans, Commercial Loan Processing, Construction/Commercial
                  Loan Control Accounts Construction Loans, Construction/
                  Commercial Loan Control Accounts-Commercial Loans.

                  "Exhibit A Services" shall mean the Services identified on
                  attached Exhibit A (both the Standard Services and Special
                  Services listed on Exhibit A). The parties agree that
                  included in the definition of Exhibit A Services are Client
                  usage of any features associated with the Services listed on
                  the Standard Services portion of Exhibit A which features are
                  in existence and available to Client as of the date of this
                  Addendum. Neither features, nor Services, listed on the Price
                  Lists as of the date hereof, but not set forth on Exhibit A
                  shall be deemed to be part of the Exhibit A Services and such
                  other Services and/or features shall be billed to Client in
                  accordance with the provisions of Paragraph 3(G) below. The
                  parties also agree that Exhibit A Services are recurring
                  Services and do not include any installation charges,
                  training charges, one-time license fees or any other one-time
                  charges.

                  "One Year Period" shall mean each twelve (12) calendar month
                  period commencing the first day of the first full calendar
                  month following the Conversion Date and the indication as to
                  which twelve 112) month period is indicated will be with the
                  addition of an ordinal number preceding the term One Year
                  Period, e.g., First One Year Period, Second One Year Period,
                  etc.

                  "F. For any and all usage of Exhibit A Services, Client
                  agrees to pay BISYS each month, a fixed monthly charge (the
                  "Fixed Monthly Charge") in accordance with the following:

<PAGE>

                           1.       On Conversion Date, BISYS will determine
                                    the number of Client Accounts converted to
                                    the BISYS System. During the First One Year
                                    Period, the Fixed Monthly Charge will be
                                    $3,000.00, provided that on Conversion Date
                                    there are not more than 4,000 Client
                                    Accounts converted to the BISYS System on
                                    Conversion Date. If, however, more than
                                    4,000 Client Accounts are converted, then
                                    the Fixed Monthly Charge for the First One
                                    Year Period will be calculated as (x)
                                    $3,000.00 plus (y) (the number of Client
                                    Accounts in excess of 4,000 times the
                                    appropriate Per Account Fee set forth
                                    below).

                           2.       At the end of each One Year Period, BISYS
                                    will calculate the average number of Client
                                    Accounts on the BISYS System for such One
                                    Year Period by adding the number of Client
                                    Accounts for each month during such One
                                    Year Period and dividing such total by
                                    twelve (12). Such average shall be deemed
                                    the "Year End Accounts". The Fixed Monthly
                                    Charge for the next One Year Period will be
                                    calculated as (x) $3,000.00 for up to 4,000
                                    Client Accounts plus (y) (the number of
                                    Year End Accounts in excess of 4,000 times
                                    the appropriate Per Account Fee set forth
                                    below).

<TABLE>
<CAPTION>

                           Number of Client Accounts               Per Account Fee
                           <S>                                     <C>
                            4,001 - 10,000                         $0.65
                           10,001 - 15,000                         $0.60
                           15,001 - 20,000                         $0.57
                           20,001 - 30,000                         $0.53
                           Over 30,000                             $0.49
</TABLE>

                           3.       Paragraph 3(A), Subparagraphs (i), (ii) and
                                    (iii) and Paragraph 3(B) (to the extent of
                                    the Exhibit A Services) are replaced and
                                    superseded with the Fixed Monthly Charge
                                    calculated in accordance with this
                                    Paragraph 3(F).

                           4.       Notwithstanding Paragraph 3(D) of the
                                    Agreement, the Fixed Monthly Charge and any
                                    charges for non-Exhibit A Services utilized
                                    by Client each month shall be billed no
                                    later than the fifth (5th) day of each
                                    month and shall be paid by Client not later
                                    than the last business day of such month.

                  G. In addition to the Fixed Monthly Charge for the Exhibit A
                  Services, Client will pay BISYS each month:

                           1.       For all usage of Services not specifically
                                    set forth on Exhibit A: and

                           2.       For all pass-through charges.

                  H. During the First One Year Period, the Per Account Fee will
                  not be increased Commencing on the first day of the Second
                  One Year Period, BISYS may increase the Per Account Fee by a
                  percentage not to exceed four percent (4%) per One Year
                  Period

                                       2

<PAGE>

3.0     Conversion to the Services.

         3.1      BISYS' standard conversion services listed on the Special
                  Services Price List as "Conversion of Standard Applications"
                  will be provided to Client for $10,000.00. In addition to
                  such fee, Client agrees to pay all out-of-pocket conversion
                  related expense not included in BISYS' provided standard
                  conversion services, including, but not limited to, data
                  communications and terminal expense. Conversion charges will
                  be paid fifty percent upon the execution of this Agreement
                  and fifty percent on Conversion Date.

         3.2      Paragraph 4(B) of the Agreement Is amended by deleting the
                  second sentence of the Paragraph and replacing it with the
                  following language: "The "Conversion Date " shall be the date
                  mutually agreed upon by BISYS and Client when all the Exhibit
                  A Services are operational and available for Client's use."

4.0     Performance Standard .

         4.1      Downtime. For purposes of this Agreement, "Downtime" shall
                  mean any general on-line services interruption (except for
                  interruption due to reasons beyond BISYS' reasonable control,
                  including without limitation, destruction of equipment,
                  communication line failure, fire, acts of God, or acts of
                  governmental or judicial authority) caused by failure of the
                  Data Centers computers, programs or operators to sustain
                  continuous availability of on-line processing during On-Line
                  Hours. BISYS' Data Center will log and report Downtime
                  providing appropriate analytical reports to Client for each
                  calendar month. Client reserves the right to reconcile such
                  reports with Client's own records of Downtime and correct any
                  errors. Downtime results will be tabulated daily and averaged
                  for the calendar month.

                  (a)      BISYS agrees to use all reasonable efforts to work
                           with Client's existing terminal and micro computer
                           vendors and with all other organizations who
                           presently provide telecommunications equipment or
                           services to Client to make available to Client an
                           average response time of five (5) seconds and not
                           greater than twelve (12) seconds for standard teller
                           requests. (This benchmark for response time shall
                           not apply to other transactions, including, but not
                           limited to, fill screen inquiry.) Response time
                           shall be measured during a period of ten (10)
                           consecutive business days. Response time shall be
                           calculated based on the time the teller terminal
                           messages are transmitted from Client's terminal
                           equipment to the time BISYS' reply messages are
                           received by Client's terminal equipment. If the
                           above described response time is not met during any
                           measurement period, BISYS and Client shall mutually
                           agree to resolve this issue.

                  (b)      For every percentage of Downtime in excess of two
                           (2) percentage points (as a percentage of total
                           On-Line Hours), during a period of time measured on
                           a rolling three (3) month average, BISYS will deduct
                           one percent (1%) of the actual charges for the
                           Services paid by Client to BISYS for the measured
                           month to a maximum of five percent (5%). Application
                           of this credit will be made the following month.

                  (c)      If BISYS experiences Downtime in excess of five (5)
                           percentage points per month during any two
                           consecutive calendar months, Client shall have the
                           option to terminate this Agreement prior to the end
                           of the Initial Period upon at

                                       3

<PAGE>

                           least 180 days prior written notice to BISYS and
                           such termination shall be effective, provided that:

                           (i)      Client shall pay BISYS for all Services
                                    provided to Client on the terms provided in
                                    this Addendum, including pass-through
                                    charges, through the effective termination
                                    date; and

                           (ii)     Client shall pay BISYS for all Deconversion
                                    assistance in accordance with Paragraph
                                    9(b) of the Agreement; and

                           (iii)    All payments must be made prior to the
                                    delivery of Client Files.

         4.2      Report Delivery. Provided that Client has installed a BISYS
                  approved Remote Print configuration containing at the minimum
                  a dedicated 4800 Baud Communication Line to the remote
                  equipment at Client's location and an 800 LPM Printer, if at
                  least ninety percent (90%) of the individual daily reports
                  are not printed and/or stored at Client's print facility by
                  9:00 A.M. Eastern Time on the business day immediately
                  following the day as to which such reports relate on at least
                  ninety percent (90%) of the business days during any calendar
                  quarter, then the charges for the Services otherwise payable
                  by Client to BISYS under this Agreement for such calendar
                  quarter shall be reduced by five percent (5%) and applied as
                  a credit against charges for the month following such
                  calendar quarter.

                  (a)      BISYS agrees to use all reasonable efforts to
                           provide correct report data so as to prevent double
                           posting. BISYS agrees to monitor service incidents
                           related to production performance. Service incidents
                           are defined as:

                           -        Reprint/Rerun (due solely to BISYS' error),
                                    i.e., double posting, incorrect data,
                                    omission, etc.

                           -        Fiche production error

                           -        Report misroute (due solely to BISYS'
                                    error)

                           -        Work request delay (based on mutually
                                    agreed upon delivery date)

                           -        Any Service Incident mutually agreed upon
                                    in writing signed by BISYS and Client

                  (b)      If during any two (2) consecutive calendar month
                           period, the number of Service Incidents exceeds
                           seven (7), then Client shall have the option to
                           terminate this Agreement prior to the end of the
                           Initial Period upon at least 180 days prior written
                           notice to BISYS, and the termination shall be
                           effective provided that:

                           (i)      Client pays BISYS for all Services provided
                                    through the effective termination date on
                                    the terms provided in this Addendum,
                                    including pass-through charges; and

                           (ii)     Client pays BISYS for any Deconversion
                                    assistance in accordance with Paragraph
                                    9(b); and

                           (iii)    All payments must be made before the
                                    delivery of Client Files.

         4.3      For purposes of this Paragraph 4, if the BISYS System is not
                  available due to reasons beyond BISYS' reasonable control,
                  including without limitation, destruction of equipment,
                  communication line failure, fire, acts of God or acts of
                  governmental or

                                       4

<PAGE>

                  judicial authority then any incident resulting from the
                  unavailability of the BISYS System for the reasons set forth
                  In 4.3 shall not be included In the number of Service
                  Incidents for purposes of determining if Client has the
                  opportunity to terminate this Agreement in accordance with
                  Paragraph 4.2(b) above.

5.0      Miscellaneous.

         5.1      If during the Initial Period, Client acquires at least five
                  percent (5%) of the outstanding stock of a financial
                  institution which does not have a valid services Agreement
                  with BISYS (the "Acquired Institution"), and Client elects to
                  have the Acquired Institution utilize BISYS' data processing
                  services, then BISYS agrees that the Acquired Institution
                  will be offered at least the same pricing terms and
                  conditions provided to Client hereunder, provided, however
                  that the Acquired Institution must execute a separate
                  Services Agreement with BISYS.

         5.2      BISYS agrees that Client shall receive training associated
                  with the Services selected by Client from the BISYS Price
                  Lists, In accordance with a conversion plan to be jointly
                  developed by BISYS and Client after the date of execution of
                  this Agreement and at the charges set forth in the Price
                  Lists.

         5.3      BISYS agrees that commencing on the date of implementation
                  /installation of the Services selected by Client hereunder or
                  from time to time during the Initial Period, BISYS shall
                  provide support and maintenance as may be requested by Client
                  from time to time, and such maintenance and support shall be
                  provided at the charges set forth in this Addendum, any
                  subsequent addendum or in the Price Lists. BISYS agrees that
                  the improvements, enhancements, modifications and updates
                  described in Paragraph 1 O(C) of the Agreement shall be
                  provided at no additional charge to Client.

         5.4      BISYS acknowledges that Client cannot enter into this
                  Agreement and commence undertaking any of the obligations set
                  forth herein without (1) the approval of Client's Board of
                  Directors; and (ii) the approval of Client's application to
                  the Federal Deposit Insurance Corporation, which is
                  anticipated by Client on or before May 15, 1997. However, in
                  order to induce BISYS to commence work related to converting
                  Client to the BISYS System, Client has executed this
                  Agreement prior to receipt of the aforementioned approvals.
                  Upon receipt of notice by Client that it has not received
                  either of the aforementioned approvals, Client shall
                  immediately provide BISYS written notice that the approvals
                  have not been received and therefore Client intends to
                  terminate this Agreement Immediately. Upon receipt of such
                  notice from Client, this Agreement shall be deemed terminated
                  and BISYS shall discontinue any work relating to the
                  conversion of Client to the BISYS System. Client shall pay
                  BISYS for all work preformed by BISYS associated with the
                  conversion of Client of the BISYS System through the date of
                  termination of this Agreement.

6.       Dispute Resolution.

         6.1      The parties hereto will attempt in good faith to resolve any
                  controversy or claim between them arising out of or relating
                  to this Agreement promptly by negotiation. If a party has a
                  bona fide dispute, such party Will provide written notice to
                  the other party. A senior executive of each party shall meet
                  at a murally agreed upon time and location to attempt to
                  resolve the matter. If the matter is not resolved by the
                  parties within sixty days of the delivery of the written
                  notice, the parties shall finally settle the dispute by
                  binding arbitration before and under the rules of the
                  American Arbitration

                                       5

<PAGE>

                  Association in a mutually agreed upon location, provided
                  however that the location shall not be In North Carolina or
                  Texas. The dispute shall be arbitrated by a panel of three
                  neutral arbitrators. Each party shall have the right to
                  select one of the arbitrators, which arbitrators shall then
                  select the third arbitrator. Notwithstanding anything to the
                  contrary the arbitrator is not empowered to award any damages
                  inconsistent with the terms and conditions of this Agreement.
                  The arbitration shall proceed as expeditiously as possible.
                  The cost of the arbitration shall be bome equally by both
                  parties, provided, however, that each party shall pay its own
                  attorney, expert and witness fees and expenses, unless
                  otherwise required by law.

6.0      Neither BISYS nor Client shall (except to persons acting on behalf of
         such party) disclose, and neither party shall permit any of Its
         employees or other persons who act or acted In its behalf to disclose,
         any of the terms and conditions of the Agreement, including without
         limitation any Addendum or pricing terms, except as may be required by
         law.

Except as expressly amended and supplemented hereby, the Agreement shall remain
unchanged and continue to be in full force and effect.

This Addendum supersedes and replaces any prior agreement (written or oral) as
to its subject matter. If there is any conflict between the terms and
conditions of this Addendum and the terms and conditions of the Agreement or
any prior addendum to this Agreement, the Terms and Conditions of this Addendum
shall prevail.

BISYS, INC.                                  HIGHT STREET BANKING COMPANY


By: /s/ W. W. Neville                        By: /s/ J. Edgar McFarland
   ------------------------------------         -------------------------------
Name: W. W. Neville                          Name: J. Edgar McFarland
     ----------------------------------           -----------------------------
Title: Senior Vice President                 Title: President

      ---------------------------------            ----------------------------
Date: May 5, 1997                            Date: 4-30-97
     ----------------------------------           -----------------------------


-------------------------------------------------------------------------------
THIS ADDENDUM SHALL BECOME EFFECTIVE UPON BEING SIGNED BY AN AUTHORIZED OFFICER
OF RISYS. BISYS' MARKETING REPRESENTATIVES DO NOT HAVE THE AUTHORITY TO RIND
BISYS.
-------------------------------------------------------------------------------


                                       6

<PAGE>

                          HIGH STREET BANKING COMPANY

                               EXHIBIT A SERVICES


TRANSACTION ACCOUNT PROCESSING (DDA, MMDA, NOW, COMMERCIAL DDA, SUPER NOW)

         Account Base

         Account Analysis

         Check Register on Statement

         DDA Statement Production (includes interim statements)

         Item Processing Interface

         Line-of-Credit Processing

         Transaction Base

         Variable Interest Rate Processing

         On-Line History

SAVINGS, TIME DEPOSITS/CERTIFICATES OF DEPOSITS

         Account Base

         Interest Checks

         On-Line History

         Retirement Accounts

         Statement Production (statement pages printed at BISYS NOT included)

         Variable Interest Rate Processing

ALL DEPOSITS

         Combined Statements

         Production of Activity Reports

         EFT Notices

         Over Draft Reminder Notices

         Currency Reporting

         Account Consolidation Report

         Anniversary Processing

         Audit Confirmations (once per year)

         Bank Check Reconciliation Tape

         CD Renewal Confirmation

         Proxy Reporting

         Realty Trust/Surrogate Processing

         Retirement Account Statements

         Savings Service Charges

         Tenant Rent Security Processing

         Tax Compliance - Withholding

         W9Bs (mailing label and mailer NOT included)

         Account Reconciliation Processing

         Item Processing Interface

         NSF/UCF Qualification Report

         Sweep Accounts

         1099, 1099R, 5498 Production (forms charge and rendering charge NOT
         included)

         Interactive Exception Handling

         OTS/FDIC Reports

         File Maintenance History

         Transaction Processing Notices


<PAGE>


HIGH STREET BANKING COMPANY
EXHIBIT A SERVICES
PAGE TWO


COMMERCIAL LOANS

         Account Base

INSTALLMENT LOANS

         Account Base

         Adjustable Installment Loans

         Commercial Loan Processing

         Coupon Loans MICRIOCR

         Customer Notices and Billings

         Dealer Reporting and Floor Planning

         Investor Reporting

         Lock Box - Stop Tape Production

         On-Line History (18 months)

         Student Loan Processing

         Annual IL Notice, Statement

         Automatic Student Loan Check Printing

         Classification Report

         Credit Bureau Reporting (up to 2)

         FASB #91 Processing

         Loan 10K Report

         Overdraft/LOC Loan Notice

         Savings Account Loan Trial Balance

         Simple Interest Loan Analysis

MORTGAGE LOANS

         Account Base

         Tax and Insurance System

         Coupon Loans MICR/OCR

         Escrow Analysis

         Adjustable Loans

         Bill and Receipt Processing

         Bi-Weekly/Weekly Loans

         Collection Loans

         Investor Reporting

         Lock Box Stop Tape Production

         On-Line History (18 months)

         Report to Credit Bureaus

         AML Reminder Notice Worksheet .

         Annual Mortgage Borrower Statements.

         Credit Bureau Reporting - Monthly (up to 2 bureaus)

         FASB #91 Processing

         FHLMC Form 11 on Magnetic Tape

         FHLMC Submission Schedule

         Interest on Escrow System

         Investor Reporting Tape Production

         LASERNET Remittance Tape

         Loan Solicitation Tape Production


<PAGE>


HIGH STREET BANKING COMPANY
EXHIBIT A SERVICES
PAGE THREE


MORTGAGE LOANS (CONTINUED)

         LOAN Solicitations of Printed Forms

         Loan 1OK Report

         ML Available for Sale Report

         Tax Bill Processing Tape Production

CONSTRUCTION LOANS

         ACCOUNT BASE

         Notices

         On-Line History (18 months)

ALL LOANS

         1098, 1099A, 1099s for OTC Records (forms and rendering NOT included)

         1098 Production (forms and rendering NOT included)

         Letter Writing

         Letter Writing Down Load

         File Maintenance History

         Multi-Borrower Report

TOTAL FINANCIAL MANAGER

         TFM Core Package (LAN)

         Per Transaction Fee

AUTOMATIC TRANSACTION GENERATION AND POSTING

         From or To ACH

         System Generated Transactions

         Totalmatic

         ACHIPS

CENTRAL INFORMATION FILE (CIF)

          Account Base

TARGETPLUS

         TargetPlus System

         8 Reports per Month*

SAFE DEPOSIT BOX

         Base Fee

*Any Client usage of TargetPlus in excess of this number will be charged to
Client at the charges set forth in the Price Lists.