EXHIBIT 10.18

                                                               Agreement Number:


                                    AGREEMENT

                                     between

                             FISERV SOLUTIONS, INC.
                               20660 Bahama Street
                              Chatsworth, CA. 91311

                                       and

                                Service 1st Bank
                                60 W. 10th Street
                                 Tracy, CA 95376


                            Date: September 27, 2004


                  (C) Copyright 2000 by Fiserv Solutions, Inc.
                               All Rights Reserved

This document contains proprietary and confidential information of Fiserv
Solutions, Inc. and may not be copied, published, disclosed or distributed
without the express written consent of Fiserv Solutions, Inc. The material in
this document, including terms, procedures, fees and other conditions, comprise
an agreement to consider which will remain valid for thirty (30) days from
August 30, 2004.

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AGREEMENT dated as of September 27, 2004 ("Agreement") between FISERV SOLUTIONS,
INC., a Wisconsin corporation ("Fiserv"), and SERVICE 1ST BANK, ("Client").

        Fiserv and Client hereby agree as follows:

        1.      Term. The initial term of this Agreement shall end Sixty-two
(62) months following the date Fiserv Services (as defined below) are first used
by Client and, unless written notice of non-renewal is provided by either party
at least 180 days prior to expiration of the initial term or any renewal term,
this Agreement shall automatically renew for additional term(s) of one (1) year.
This Agreement shall be effective on the day services are first provided to
Client by Fiserv ("Effective Date").

        2.      Services. (a) Services Generally. Fiserv, itself and through its
affiliates, agrees to provide Client, and Client agrees to obtain from Fiserv
services ("Services") and products ("Products") (collectively, "Fiserv
Services") described in the attached Exhibits:

        Exhibit A - Account Processing Services
        Exhibit B - Item Processing Services
        Exhibit C - EFT Services
        Exhibit O - Internet and Remote Banking Services

        The Exhibits set forth specific terms and conditions applicable to the
Services and/or Products, and, where applicable, the Fiserv affiliate so
performing. Client may select additional services and products from time to time
by incorporating an appropriate Exhibit to this Agreement.

        (b) Implementation Services. Fiserv will provide services (i) to convert
Client's existing applicable data and/or information to the Fiserv Services;
and/or (ii) to implement the Fiserv Services. These activities are referred to
as "Implementation Services". Client agrees to cooperate with Fiserv in
connection with Fiserv's provision of Implementation Services and to provide all
necessary information and assistance to facilitate the conversion. Client is
responsible for all out-of-pocket expenses associated with Implementation
Services. Fiserv will provide Implementation Services as required in connection
with Fiserv Services.

        (c) Training Services. Fiserv shall provide training, training aids,
user manuals, and other documentation for Client's use as Fiserv finds necessary
to enable Client personnel to become familiar with Fiserv Services. If requested
by Client, classroom training in the use and operation of Fiserv Services will
be provided at a training facility designated by Fiserv. All such training aids
and manuals remain Fiserv's property.

        3.      Fees for Fiserv Services. (a) General. Client agrees to pay
Fiserv:

        (i) Fees for Fiserv Services for the month as specified in the Exhibits;
        (ii) out-of-pocket charges for the month payable by Fiserv for the
        account of Client; and
        (iii) Taxes (as defined below) thereon (collectively, "Fees").

Fiserv shall timely reconcile Fees paid by Client for the Fiserv Services for
the month and the fees and charges actually due Fiserv based on Client's actual
use of Fiserv Services for such month. Fiserv shall either issue a credit to
Client or provide Client with an invoice for any additional fees or other
charges owed. Fiserv may change the amount of Fees billed to reflect appropriate
changes in actual use of Fiserv Services. Fees may be increased from time to
time as set forth in the Exhibits. Upon notification to and acceptance by
Client, Fiserv may increase its fees in excess of amounts listed in the Exhibits
in the event that Fiserv implements major system enhancements to comply with
changes in law, government regulation, or industry practices.

        (b) Additional Charges. Fees for out-of-pocket expenses, such as
telephone, microfiche, courier, and other charges incurred by Fiserv for goods
or services obtained by Fiserv on Client's behalf shall be billed to Client at
cost plus the applicable Fiserv administrative fee as set forth in the Exhibits.
Such out-of-pocket expenses may be changed from time to time upon notification
of a fee change from a vendor/provider.

        (c) Taxes. Fiserv shall add to each invoice any sales, use, excise,
value added, and other taxes and duties however

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designated that are levied by any taxing authority relating to the Fiserv
Services ("Taxes"). In no event shall "Taxes" include taxes based upon Fiserv's
net income. The Fees do not include, and Client shall be responsible for,
furnishing transportation or transmission of information between Fiserv's
service center(s), Client's site(s), and any applicable clearing house,
regulatory agency, or Federal Reserve Bank.

        (d) Payment Terms. Estimated Fees are due and payable monthly upon
receipt of invoice. Client shall pay Fiserv through the Automated Clearing
House. In the event any amounts due remain unpaid beyond the 30th day after
payment is due, Client shall pay a late charge of 1.5% per month. Client agrees
that it shall neither make nor assert any right of deduction or set-off from
Fees on invoices submitted by Fiserv for Fiserv Services.

        4.      Access to Fiserv Services. (a) Procedures. Client agrees to
comply with applicable regulatory requirements and procedures for use of
Services established by Fiserv.

        (b) Changes. Fiserv continually reviews and modifies Fiserv systems used
in the delivery of Services (the "Fiserv System") to improve service and comply
with government regulations, if any, applicable to the data and information
utilized in providing Services. Fiserv reserves the right to make changes in
Services, including but not limited to operating procedures, type of equipment
or software resident at, and the location of Fiserv's service center(s). Fiserv
will notify Client 60 days in advance of any material change that affects
Client's normal operating procedures, reporting, or service costs prior to
implementation of such change. Should Client deem that such change significantly
affects its normal operating procedures, reporting or service costs to the
extent that Client cannot accept the change, then Client may invoke its right to
terminate this Agreement for Convenience in accordance with Section 11(e) except
that no termination fee will be payable in connection with such termination,
exclusive of any standard de-conversion fees.

        (c) Communications Lines. Fiserv shall order the installation of
appropriate communication lines and equipment to facilitate Client's access to
Services. Client understands and agrees to pay charges relating to the
installation and use of such lines and equipment as set forth in the Exhibits.

        (d) Terminals and Related Equipment. Client shall obtain necessary and
sufficient terminals and other equipment, approved by Fiserv and compatible with
the Fiserv System, to transmit and receive data and information between Client's
location(s), Fiserv's service center(s), and/or other necessary location(s).
Fiserv and Client may mutually agree to change the type(s) of terminal and
equipment used by Client.

        5.      Client Obligations. (a) Input. Client shall be solely
responsible for the input, transmission, or delivery to and from Fiserv of all
information and data required by Fiserv to perform Services unless Client has
retained Fiserv to handle such responsibilities, as specifically set forth in
the Exhibits. The information and data shall be provided in a format and manner
approved by Fiserv. Client will provide at its own expense or procure from
Fiserv all equipment, computer software, communication lines, and interface
devices required to access the Fiserv System. If Client has elected to provide
such items itself, Fiserv shall provide Client with a list of compatible
equipment and software; Client agrees to pay Fiserv's standard fee for
recertification of the Fiserv System resulting therefrom.

        (b) Client Personnel. Client shall designate appropriate Client
personnel for training in the use of the Fiserv System, shall supply Fiserv with
reasonable access to Client's site during normal business hours for
Implementation Services and shall cooperate with Fiserv personnel in their
performance of Services.

        (c) Use of Fiserv System. Client shall (i) comply with any operating
instructions on the use of the Fiserv System provided by Fiserv; (ii) review all
reports furnished by Fiserv for accuracy; and (iii) work with Fiserv to
reconcile any out of balance conditions. Client shall determine and be
responsible for the authenticity and accuracy of all information and data
submitted to Fiserv.

        (d) Client's Systems. Client shall be responsible for ensuring that its
systems are Year 2000 compliant and otherwise capable of passing and/or
accepting data from and/or to the Fiserv System.

        6.      Ownership and Confidentiality. (a) Definition.

        (i) Client Information. "Client Information" means: (A) confidential
        plans, customer lists, information, or other proprietary material of
        Client that is marked with a restrictive legend, or if not so marked
        with such legend or is disclosed orally, is identified as confidential
        at the time of disclosure (and written confirmation thereof is promptly
        provided to Fiserv); and (B) any information and data concerning the
        business and financial records of Client's customers prepared by or for
        Fiserv, or used in any way by Fiserv in connection with the provision of
        Fiserv Services (whether or not any such information is marked with a
        restrictive legend). Fiserv will be responsible for data and other
        information, including equipment or software on Fiserv premises for the
        benefit of the client, from the time such is received by Fiserv until
        it is, in the case of data, processed and files based thereon are
        transmitted to Client. With a minimum of fifteen (15) days notice,
        Client will have access to any and all records at anytime they are in
        possession of Fiserv.

        (ii) Fiserv Information. "Fiserv Information" means: (A) confidential
        plans, information, research, development, trade secrets, business
        affairs (including that of any Fiserv client, supplier, or affiliate),
        and other proprietary material of

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        Fiserv that is marked with a restrictive legend, or if not so marked
        with such legend or is disclosed orally, is identified as confidential
        at the time of disclosure (and written confirmation thereof is promptly
        provided to Client); and (B) Fiserv's proprietary computer programs,
        including custom software modifications, software documentation and
        training aids, and all data, code, techniques, algorithms, methods,
        logic, architecture, and designs embodied or incorporated therein
        (whether or not any such information is marked with a restrictive
        legend).

        (iii) Information. "Information" means Client Information and Fiserv
        Information. No obligation of confidentiality applies to any Information
        that the receiving party ("Recipient") (A) already possesses without
        obligation of confidentiality; (B) develops independently; or (C)
        rightfully receives without obligation of confidentiality from a third
        party. No obligation of confidentiality applies to any Information that
        is, or becomes, publicly available without breach of this Agreement.

        (iv) Information Security) Fiserv shall implement and maintain
        appropriate measures designed to meet the objectives of the guidelines
        establishing standards for safeguarding non-public Client customer
        information as adopted by any federal regulatory agencies having
        jurisdiction over Client's affairs.
        Fiserv shall disclose to Customer any breaches in security, which
        results in unauthorized intrusions to Fiserv's systems, the effect upon
        the Customer, and the corrective action Fiserv has taken to respond to
        the intrusion or breach in security.
        Fiserv performs periodic security assessments, including penetration
        testing, through an independent third party. Fiserv shall provide Client
        with evidence of its most recent security audit certification upon
        Client's request.

        (b) Obligations. Recipient agrees to hold as confidential all
Information it receives from the disclosing party ("Discloser"). All Information
shall remain the property of Discloser or its suppliers and licensors.
Information will be returned to Discloser at the termination or expiration of
this Agreement. Fiserv specifically agrees that it will not use any non-public
personal information about Client's customers for any purpose other than to
provide the services contemplated herein or in any manner prohibited by Title V
of the Gramm-Leach-Bliley Act. Recipient will use the same care and discretion
to avoid disclosure of Information as it uses with its own similar information
that it does not wish disclosed, but in no event less than a reasonable standard
of care. Recipient may use Information for any purpose that does not violate
such obligation of confidentiality. Recipient may disclose Information to (i)
employees and employees of affiliates who have a need to know; and (ii) any
other party with Discloser's written consent. Before disclosure to any of the
above parties, Recipient will have a written agreement with such party
sufficient to require that party to treat Information in accordance with this
Agreement. Recipient may disclose Information to the extent required by law.
However, Recipient agrees to give Discloser prompt notice so that it may seek a
protective order. The provisions of this sub-section survive any termination or
expiration of this Agreement.

        (c) Residuals. Nothing contained in this Agreement shall restrict
Recipient from the use of any ideas, concepts, know-how, or techniques contained
in Information that are related to Recipient's business activities
("Residuals"), provided that in so doing, Recipient does not breach its
obligations under this Section. However, this does not give Recipient the right
to disclose the Residuals except as set forth elsewhere in this Agreement.

        (d) Fiserv System. The Fiserv System contains information and computer
software that are proprietary and confidential information of Fiserv, its
suppliers, and licensors. Client agrees not to attempt to circumvent the devices
employed by Fiserv to prevent unauthorized access to the Fiserv System,
including, but not limited to, alterations, decompiling, disassembling,
modifications, and reverse engineering thereof.

        (e) Confidentiality of this Agreement. Fiserv and Client agree to keep
confidential the prices, terms and conditions of this Agreement, without
disclosure to third parties.

        7.      Regulatory Agencies, Regulations and Legal Requirements. (a)
Client Files. Records maintained and produced for Client ("Client Files") may be
subject to examination by such Federal, State, or other governmental regulatory
agencies as may have jurisdiction over Client's business to the same extent as
such records would be subject if maintained by Client on its own premises.
Client agrees that Fiserv is authorized to give all reports, summaries, or
information contained in or derived from the data or information in Fiserv's
possession relating to Client when formally requested to do so by an authorized
regulatory or government agency.

        (b) Compliance with Regulatory Requirements. Client agrees to comply
with applicable regulatory and legal requirements, including without limitation:

        (i) submitting a copy of this Agreement to the appropriate regulatory
        agencies prior to the date Services commence;
        (ii) providing adequate notice to the appropriate regulatory agencies of
        the termination of this Agreement or any material changes in Services;
        (iii) retaining records of its accounts as required by regulatory
        authorities;
        (iv) obtaining and maintaining, at its own expense, any Fidelity Bond
        required by any regulatory or governmental agency; and
        (v) maintaining, at its own expense, such casualty and business
        interruption insurance coverage for loss of records from fire, disaster,
        or other causes, and taking such precautions regarding the same, as may
        be required by regulatory authorities.

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        8.      Warranties. (a) Fiserv Warranties. Fiserv represents and
warrants that:

        (i)(A) Services will conform to the specifications set forth in the
        Exhibits; (B) Fiserv will perform Client's work accurately provided that
        Client supplies accurate data and information, and follows the
        procedures described in all Fiserv documentation, notices, and advices;
        (C) Fiserv personnel will exercise due care in provision of Services;
        (D) the Fiserv System will comply in all material respects with all
        applicable Federal regulations governing Services; and (E) the Fiserv
        System is Year 2000 compliant. In the event of an error or other default
        caused by Fiserv personnel, systems, or equipment, Fiserv shall correct
        the data or information and/or reprocess the affected item or report at
        no additional cost to Client. Client agrees to supply Fiserv with a
        written request for correction of the error within 7 days after Client's
        discovery of the error, but in no event later than 30 days after
        Client's discovery of the work containing the error. Work reprocessed
        due to errors in data supplied by Client, on Client's behalf by a third
        party, or by Client's failure to follow procedures set forth by Fiserv
        shall be billed to Client at Fiserv's then current time and material
        rates; and
        (ii) it owns or has a license to furnish all equipment or software
        comprising the Fiserv System. Fiserv shall indemnify Client and hold it
        harmless against any claim or action that alleges that the Fiserv System
        use infringes a United States patent, copyright, or other proprietary
        right of a third party. Client agrees to notify Fiserv promptly of any
        such claim and grants Fiserv the sole right to control the defense and
        disposition of all such claims. Client shall provide Fiserv with
        reasonable cooperation and assistance in the defense of any such claim.

THE WARRANTIES STATED HEREIN ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES
MADE BY FISERV. FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL
OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES
OR OBLIGATIONS OF FISERV FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE
DELIVERY, USE, OR PERFORMANCE OF FISERV SERVICES.

        (b) Client Warranties. Client represents and warrants that: (A) no
contractual obligations exist that would prevent Client from entering into this
Agreement; (B) it has complied with all applicable regulatory requirements; and
(C) Client has requisite authority to execute, deliver, and perform this
Agreement. Client shall indemnify and hold harmless Fiserv, its officers,
directors, employees, and affiliates against any claims or actions arising out
of (X) the use by Client of the Fiserv System in a manner other than that
provided in this Agreement; and (Y) any and all claims by third parties through
Client arising out of the performance and non-performance of Fiserv Services by
Fiserv, provided that the indemnity listed in clause (Y) hereof shall not
preclude Client's recovery of direct damages pursuant to the terms and subject
to the limitations of this Agreement.

        9.      Limitation of Liability. (a) General. IN NO EVENT SHALL FISERV
BE LIABLE FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES ARISING FROM CLIENT'S USE OF FISERV SERVICES, OR FISERV'S
SUPPLY OF EQUIPMENT OR SOFTWARE, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT
OR IN CONTRACT. CLIENT MAY NOT ASSERT ANY CLAIM AGAINST FISERV MORE THAN 2 YEARS
AFTER SUCH CLAIM ACCRUED. FISERV'S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF
ACTION RELATING TO SERVICES SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO
FISERV FOR SERVICES RESULTING IN SUCH LIABILITY IN THE 4 MONTH PERIOD FOR
ACCOUNT PROCESSING SERVICES AND THE 2 MONTH PERIOD FOR ITEM PROCESSING SERVICES,
PRECEDING THE DATE THE CLAIM ACCRUED. FISERV'S AGGREGATE LIABILITY FOR A DEFAULT
RELATING TO EQUIPMENT OR SOFTWARE SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT
FOR THE EQUIPMENT OR SOFTWARE.

        (b) Lost Records. If Client's records or other data submitted for
processing are lost or damaged as a result of any failure by Fiserv, its
employees, or agents to exercise reasonable care to prevent such loss or damage,
Fiserv's liability on account of such loss or damages shall not exceed the
reasonable cost of reproducing such records or data from exact duplicates
thereof in Client's possession.

        10.     Disaster Recovery. (a) General. Fiserv maintains a disaster
recovery plan ("Disaster Recovery Plan") for each Service. A "Disaster" shall
mean any unplanned interruption of the operations of or inaccessibility to
Fiserv's service center in which Fiserv, using reasonable judgment, requires
relocation of processing to a recovery location. Fiserv shall notify Client as
soon as possible after Fiserv deems a service outage to be a Disaster. Fiserv
shall move the processing of Client's Account Processing Services to a recovery
location as expeditiously as possible, not to exceed 48 hours, and shall
coordinate the cut-over to back-up telecommunication facilities with the
appropriate carriers. Fiserv shall use its best efforts to resume operations.
Client shall maintain adequate records of all transactions during the period of
service interruption and shall have personnel available to assist Fiserv in
implementing the switchover to the recovery location. During a Disaster,
optional or on-request services shall be provided by Fiserv only to the extent
adequate capacity exists at the recovery location and only after stabilizing the
provision of base services.

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        (b) Communications. Fiserv shall work with Client to establish a plan
for alternative communications in the event of a Disaster.

        (c) Disaster Recovery Test. Fiserv shall test the Disaster Recovery Plan
periodically. Client agrees to participate in and assist Fiserv with such test,
if requested by Fiserv. Upon Client request, test results will be made available
to Client's management, regulators, auditors, and insurance underwriters.

        (d) Client Plans. Fiserv agrees to release information necessary to
allow Client's development of a disaster recovery plan that operates in concert
with the Disaster Recovery Plan.

        (e) No Warranty. Client understands and agrees that the Disaster
Recovery Plan is designed to minimize, but not eliminate, risks associated with
a Disaster affecting Fiserv's service center(s). Fiserv does not warrant that
Fiserv Services will be uninterrupted or error free in the event of a Disaster;
no performance standards shall be applicable for the duration of a Disaster.
Client maintains responsibility for adopting a disaster recovery plan relating
to disasters affecting Client's facilities and for securing business
interruption insurance or other insurance necessary for Client's protection.

        11.     Termination. (a) Material Breach. Except as provided elsewhere
in this Section 11, either party may terminate this Agreement in the event of a
material breach by the other party not cured within 90 days following written
notice stating, with particularity and in reasonable detail, the nature of the
claimed breach.
        (a1). Failure by Fiserv to meet a Performance Standard shall be deemed
an "occurrence". When reasonably possible, Customer must report incidents
suspected to be performance Standard Occurrences to Fiserv within seventy- two
(72) hours, or immediately becoming aware of the incident after the seventy-two
(72) hour deadline.
        (a2). Remedy for occurrences: In the event that four (4) occurrences
take place during any six month period with respect to the same Performance
Standard, then for a period of thirty (30) days after receipt by Client of a
report from Fiserv reflecting the fourth occurrence, Client will have the right
to terminate this agreement, through delivery of written notice to Fiserv,
provided the effective date of termination will not be less than ninety (90)
days after receipt by Fiserv of such notice. Upon written notice received by
Fiserv, Fiserv will have a period of ninety (90) days to cure the performance
standard.
        (a3). Fiserv will provide client with a report reflecting the prior
month's actual performance against the performance standard. This report will be
provided by the 20th of the following month.

        (b) Failure to Pay. In the event any invoice remains unpaid by Client 60
days after due, or Client deconverts any data or information from the Fiserv
System without prior written consent of Fiserv, Fiserv, at its sole option, may
terminate this Agreement and/or Client's access to and use of Fiserv Services.
Any invoice submitted by Fiserv shall be deemed correct unless Client provides
written notice to Fiserv within 30 days of receipt of the invoice specifying the
nature of the disagreement.

        (c) Remedies. Remedies contained in this Section 11 are cumulative and
are in addition to the other rights and remedies available to Fiserv under this
Agreement, by law or otherwise.

        (d) Defaults. If Client:

        (i) defaults in the payment of any sum of money due in Section 11(b);
        (ii) breaches this Agreement in any material respect or otherwise
        defaults in any material respect in the performance of any of its
        obligations in Section 11(a); or
        (iii) commits an act of bankruptcy or becomes the subject of any
        proceeding under the Bankruptcy Code or becomes insolvent or if any
        substantial part of Client's property becomes subject to any levy,
        seizure, assignment, application, or sale for or by any creditor or
        governmental agency;

then, in any such event, Fiserv may, upon written notice, terminate this
Agreement and be entitled to recover from Client as liquidated damages an amount
equal to the present value of all payments remaining to be made hereunder for
the remainder of the initial term or any renewal term of this Agreement. For
purposes of the preceding sentence, present value shall be computed using the
"prime" rate (as published in The Wall Street Journal) in effect at the date of
termination and "all payments remaining to be made" shall be calculated based on
the average bills for the 3 months immediately preceding the date of
termination. Client agrees to reimburse Fiserv for any expenses Fiserv may
incur, including reasonable attorneys' fees, in taking any of the foregoing
actions.

        (e) Convenience. (e) Convenience. Client may terminate this Agreement by
paying a termination fee based on the remaining unused term of this Agreement,
the amount to be determined by multiplying Client's largest monthly invoice for
each Fiserv Service received by Client during the term (or if no monthly invoice
has been received, the sum of the estimated monthly billing for each Fiserv
Service to be received hereunder) by the following sliding scale based on the
number of months into the term of the agreement; months 1-14 100%, months 15-26
100%, months 27-38 100%, months 39-50 60%, months 51-62 40%, times the remaining
months of the term, plus any unamortized conversion fees or third party costs
existing on Fiserv's books on the date of termination. Client understands and
agrees that Fiserv losses incurred as a result of early termination of the
Agreement would be difficult or impossible to calculate as of the effective date
of termination since they will vary based on, among other things, the number of
clients using the Fiserv System on the date the Agreement terminates.
Accordingly, the amount set forth in the first sentence of this subsection
represents Client's agreement to

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pay and Fiserv's agreement to accept as liquidated damages (and not as a
penalty) such amount for any such Client termination.

        (f) Merger. In the event of a merger between Client and another
organization in which Client is not the surviving organization and where the
other organization was not previously a user of Fiserv services similar to the
Services, Fiserv will allow an early termination of this Agreement upon the
following terms and conditions:

        (i) written notice must be given 3 months in advance, specifying the
        termination date;
        (ii) Fiserv may specify a deconversion date based on its previous
        commitments and work loads; and
        (iii) Fiserv may charge a termination fee in accordance with subsection
        (e) above.

        (g) Return of Data Files. Upon expiration or termination of this
Agreement, Fiserv shall furnish to Client such copies of Client Files as Client
may request in a Fiserv standard format along with such information and
assistance as is reasonable and customary to enable Client to deconvert from the
Fiserv System, provided, however, that Client consents and agrees and authorizes
Fiserv to retain Client Files until (i) Fiserv is paid in full for (A) all
Services provided through the date such Client Files are returned to Client; and
(B) any and all other amounts that are due or will become due under this
Agreement; (ii) Fiserv is paid its then standard rates for the services
necessary to return such Client Files; (iii) if this Agreement is being
terminated, Fiserv is paid any applicable termination fee pursuant to subsection
(d), (e) or (f) above; and (iv) Client has returned to Fiserv all Fiserv
Information. Unless directed by Client in writing to the contrary, Fiserv shall
be permitted to destroy Client Files any time after 120 days from the final use
of Client Files for processing.

        (h) Miscellaneous. Client understands and agrees that Client is
responsible for the deinstallation and return shipping of any Fiserv-owned
equipment located on Client's premises.

        12.     Dispute Resolution. (a) General. Except with respect to disputes
arising from a misappropriation or misuse of either party's proprietary rights,
any dispute or controversy arising out of this Agreement, or its interpretation,
shall be submitted to and resolved exclusively by arbitration under the rules
then prevailing of the American Arbitration Association, upon written notice of
demand for arbitration by the party seeking arbitration, setting forth the
specifics of the matter in controversy or the claim being made. The arbitration
shall be heard before an arbitrator mutually agreeable to the parties; provided,
that if the parties cannot agree on the choice of arbitrator within 10 days
after the first party seeking arbitration has given written notice, then the
arbitration shall be heard by 3 arbitrators, 1 chosen by each party, and the
third chosen by those 2 arbitrators. The arbitrators will be selected from a
panel of persons having experience with and knowledge of information technology
and at least 1 of the arbitrators selected will be an attorney. Discovery shall
not be permitted. A hearing on the merits of all claims for which arbitration is
sought by either party shall be commenced not later than 60 days from the date
demand for arbitration is made by the first party seeking arbitration. The
arbitrator(s) must render a decision within 10 days after the conclusion of such
hearing. Any award in such arbitration shall be final and binding upon the
parties and the judgment thereon may be entered in any court of competent
jurisdiction.

        (b) Applicable Law. The arbitration shall be governed by the United
States Arbitration Act, 9 U.S.C. 1-16. The arbitrators shall apply the
substantive law of the State of California, without reference to provisions
relating to conflict of laws. The arbitrators shall not have the power to alter,
modify, amend, add to, or subtract from any term or provision of this Agreement,
nor to rule upon or grant any extension, renewal, or continuance of this
Agreement. The arbitrators shall have the authority to grant any legal remedy
available had the parties submitted the dispute to a judicial proceeding.

        (c) Situs. If arbitration is required to resolve any disputes between
the parties, the proceedings to resolve the first such dispute shall be held in
Milwaukee, Wisconsin, the proceedings to resolve the second such dispute shall
be held in Tracy, California, and the proceedings to resolve any subsequent
disputes shall alternate between Milwaukee, Wisconsin and Tracy, California.

        13.     Insurance. Fiserv carries the following types of insurance
policies:

        (i) Comprehensive General Liability in an amount not less than $1
        million per occurrence for claims arising out of bodily injury and
        property damage;
        (ii) Commercial Crime covering employee dishonesty in an amount not less
        than $5 million;
        (iii) All-risk property coverage including Extra Expense and Business
        Income coverage; and
        (iv) Workers Compensation as mandated or allowed by the laws of the
        state in which Services are being performed, including $500,000 coverage
        for Employer's Liability.

        14.     Audit. Fiserv employs an internal auditor responsible for
ensuring the integrity of its processing environments and internal controls. In
addition, Fiserv provides for periodic independent audits of its operations.
Fiserv shall provide Client with a copy of the audit of the Fiserv service
center providing Services within a reasonable time after its completion and
shall charge each client a fee based on the pro rata cost of such audit. Fiserv
shall also provide a copy of such audit to the appropriate regulatory agencies,
if any, having jurisdiction over Fiserv's provision of Services.

        15.     General. (a) Binding Agreement. This Agreement is binding upon
the parties and their respective successors and

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permitted assigns. Neither this Agreement nor any interest may be sold,
assigned, transferred, pledged, or otherwise disposed of by Client, whether
pursuant to change of control or otherwise, without Fiserv's prior written
consent. Client agrees that Fiserv may subcontract any Services to be performed
hereunder. Any such subcontractors shall be required to comply with all
applicable terms and conditions.

        (b) Entire Agreement. This Agreement, including its Exhibits, which are
expressly incorporated herein by reference, constitutes the complete and
exclusive statement of the agreement between the parties as to the subject
matter hereof and supersedes all previous agreements with respect thereto.
Modifications of this Agreement must be in writing and signed by duly authorized
representatives of the parties. Each party hereby acknowledges that it has not
entered into this Agreement in reliance upon any representation made by the
other party not embodied herein. In the event any of the provisions of any
Exhibit are in conflict with any of the provisions of this Agreement, the terms
and provisions of this Agreement shall control unless the Exhibit in question
expressly provides that its terms and provisions shall control.

        (c) Severability. If any provision of this Agreement is held to be
unenforceable or invalid, the other provisions shall continue in full force and
effect.

        (d) Governing Law. This Agreement will be governed by the substantive
laws of the State of California, without reference to provisions relating to
conflict of laws. The United Nations Convention of Contracts for the
International Sale of Goods shall not apply to this Agreement.

        (e) Force Majeure. Neither party shall be responsible for delays or
failures in performance resulting from acts reasonably beyond the control of
that party.

        (f) Notices. Any written notice required or permitted to be given
hereunder shall be given by: (i) Registered or Certified Mail, Return Receipt
Requested, postage prepaid; (ii) confirmed facsimile; or (iii) nationally
recognized courier service to the other party at the addresses listed on the
cover page or to such other address or person as a party may designate in
writing. All such notices shall be effective upon receipt.

        (g) No Waiver. The failure of either party to insist on strict
performance of any of the provisions hereunder shall not be construed as the
waiver of any subsequent default of a similar nature.

        (h) Financial Statements. Fiserv shall provide Client and the
appropriate regulatory agencies so requiring a copy of Fiserv, Inc.'s audited
consolidated financial statements.

        (i) Prevailing Party. The prevailing party in any arbitration, suit, or
action brought against the other party to enforce the terms of this Agreement or
any rights or obligations hereunder, shall be entitled to receive its reasonable
costs, expenses, and attorneys' fees of bringing such arbitration, suit, or
action.

        (j) Survival. All rights and obligations of the parties under this
Agreement that, by their nature, do not terminate with the expiration or
termination of this Agreement shall survive the expiration or termination of
this Agreement.

        (k) Exclusivity. Client agrees that Fiserv shall be the sole and
exclusive provider of the services that are the subject matter of this
Agreement.. If Client is acquired by another entity, the exclusivity provided to
Fiserv hereunder shall apply with respect to the level or volume of these
services provided immediately prior to the signing of the definitive acquisition
agreement relating to such acquisition and shall continue with respect to the
level or volume of these services until any termination or expiration of this
Agreement.

        (l) Recruitment of Employees. Client agrees not to hire Fiserv's
employees during the term of this Agreement and for a period of 6 months after
any termination or expiration thereof, except with Fiserv's prior written
consent.

        (m) Publicity. The parties shall mutually agree on a press release
relating to the execution of this Agreement. Each party shall mutually agree
with the other regarding any media release, public announcement, or similar
disclosure relating to this Agreement or its subject matter and shall give the
other party a reasonable opportunity to review and comment on the content of
such release, announcement, or disclosure prior to its release. Notwithstanding
the foregoing, Fiserv shall have the right to make general references to Client
and the type of services being provided by Fiserv to Client under this Agreement
in Fiserv's oral and visual presentations to Fiserv clients, prospective Fiserv
clients, and financial analysts, provided that such references shall be
consistent with any such mutually agreed press release.

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        IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date indicated
below.

For Client:                                 For Fiserv:

Service 1st Bank                            Fiserv Solutions, Inc.


By: /s/ ROBERT E. BLOCH                     By: /s/ SAM LANGHAM
    -------------------------------             --------------------------------
Name:  Robert E. Bloch                      Name:  Sam Langham
Title: EVP/Chief Financial Officer          Title: President LA Data Center

Date: October 7, 2004                       Date: October 20, 2004

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