ifsl1012gex10-2.htm


    Exhibit 10.2

    
      

      

    

    Certain
portions of this exhibit have been omitted pursuant to Rule 24b-2 and are
subject to a confidential treatment request.  Copies of this exhibit
containing the omitted information have been filed separately with the
Securities and Exchange Commission.  The omitted portions of this document
are marked with a ***.

     

    E-FINANCE
SERVICES AGREEMENT

     

    This E-Finance Services Agreement (the
“Agreement”) is made as of 23rd day
of November, 2004 (the “Effective Date”), by and between Ideal Financial
Solutions (“Customer”), and Metavante Corporation, a Wisconsin corporation
(“Metavante”).

     

    WHEREAS Customer desires
Metavante to provide to Customer the services set forth in this Agreement and
Metavante desires to provide such services to Customer, all as provided in this
Agreement;

     

    NOW, THEREFORE, in
consideration of the payments to be made and services to be performed hereunder,
upon the terms and subject to the conditions set forth in this Agreement and
intending to be legally bound, the parties hereto agree as follows:

     

    
      	
               
      

            	
              The
      term of this Agreement shall commence on the Effective Date and end on
      September 30, 2008 (the “Initial
Term”).

            


    

     

    
      	
               
      

            	
              As
      of the Effective Date, the parties acknowledge that this Agreement
      Includes the following Schedules:

            


    

     

    Services
and Charges Schedule

     

    Termination
Fee Schedule

     

    Service
Level Schedule

     

    As of the Effective Date, the parties
acknowledge that Services will be provided for Customer and the following
Affiliates of Customer; None

     

    The general terms and conditions and
all schedules and exhibits attached hereto are incorporated herein and deemed
part of this Agreement.

     

    IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed on their behalf as of the date
first above written.

     

    
      	
              METAVANTE
      CORPORATION

              4900
      W. Brown Deer Road

              Brown
      Deer, WI 53223

            	
              Ideal
      Financial Solutions

              906
      North 1400 West

              Saint
      George, UT 84770

            
	
               

              By:   /s/  
                                                                                              
      

              Name:  Frank
      G. D’Angelo

              Title:    Senior
      Executive Vice President

                           Payment
      Solutions Group

               

               

            	
               

              By:   /s/                                                                                           
      

              Name:  Steven
      Sunyich

              Title:    Chief
      Executive Officer

            
	
               

              By:   /s/                                                                                           
      

              Name:  David
      S. Fortney

              Title:    SVP,
      Division Executive EPP

            	
               

              By:   /s/                                                                                           
      

              Name:  Michael
      Sunyich

              Title:    Chief
      Operating Group

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TERMS
AND CONDITIONS

     

    1.            CONSTRUCTION

     

    A. 
     Definitions.
Capitalized terms shall have the meaning ascribed to them in Section
19.

     

    B.    
  References. In this
Agreement, the words “includes” and “including” shall mean “includes, without
limitation” and “including, without limitation,” respectively, and the word
“any” shall mean “any or all.” Headings in this Agreement are for reference
purposes only and shall not affect the interpretation or meaning of this
Agreement.

     

    C.      
Interpretation.
In the event of a conflict between the general terms and conditions and the
terms of any exhibits and schedules attached hereto, the terms of the schedules
and exhibits shall prevail and control the Interpretation of the Agreement with
respect to the subject matter of the applicable schedules and/or exhibits. The
exhibits and schedules together with the general terms and conditions shall be
interpreted as a single document. This Agreement may be executed simultaneously
in any number of counterparts, each of which shall be deemed an original, but
all of which together constitute one and the same agreement.

     

    2.     
      TERM. Unless this Agreement has been earlier
terminated, this Agreement shall continue for the Initial Term and shall be
automatically renewed for additional twelve (12) month periods (each, a “Renewal
Term”) unless either party shall provide the other party with written notice of
termination at least ninety (90) days prior to the expiration date for the
Initial Term or Renewal Term, as applicable. Unless otherwise provided in the
Services and Charges Schedule hereto, or as otherwise mutually agreed in writing
by the parties, the charges for Services provided by Metavante to Customer
during any such Renewal Term shall be calculated in accordance with Metavante’s
then-current rates.

     

    3.       
     CONDITIONS AND LICENSES

     

    A.      Performance by
Subcontractors. Customer understands and agrees that the actual
performance of the Services may be made by Metavante, one or more Affiliates of
Metavante, or subcontractors of any of the foregoing Entities (collectively, the
“Eligible Providers”). For purposes of this Agreement, performance of the
Services by any Eligible Provider shall be deemed performance by Metavante
itself. Metavante shall remain fully responsible for the performance or
non-performance of the Services by any Eligible Provider, to the same extent as
if Metavante itself performed or failed to perform such services. Customer
agrees to look solely to Metavante, and not to any Eligible Provider, for
satisfaction of any claims Customer may have arising out of this Agreement or
the performance or nonperformance of Services. However, in the event that
Customer contracts directly with a Third Party for any products or services,
Metavante shall have no liability to Customer for such Third Party’s products or
services, even if such products or services are necessary for Customer to access
or receive the Services hereunder.

     

    B.   
   Customer Marks.
Metavante is authorized to use Customer’s service marks and trademarks in
connection with private-labeling the Services provided under this
Agreement.

     

    C.   
   Software. Customer
(i) will install and operate the Metavante-supplied software, if any, that is
identified in the Services and Charges Schedule and is required for Customer to
access or receive certain of the Services, (ii) will access certain software
that Metavante will make available on the Internet and (iii) may be provided
with copies of software for demonstration purposes (collectively, the “Required
Software”). Metavante hereby grants to Customer a personal, nonexclusive, and
nontransferable license and right, for the duration of this Agreement, to use
the Required Software solely in accordance with the applicable Documentation and
for no other purposes. Customer shall not (A) distribute, sell, assign,
transfer, or sublicense the Required Software, or any part thereof, to any Third
Party; (B) except as specifically set forth in this Agreement, adapt, modify,
translate, reverse engineer, de-compile, disassemble, or create derivative works
based on the Required Software or any part thereof; (C) copy the Required
Software, in whole or in part, without including appropriate copyright notices;
(D) except for providing electronic banking services to Customer’s customers,
use the Required Software in any manner to provide service bureau, time sharing,
or other computer services to Third Parties; (E) export the Required Software
outside the United States, either directly or indirectly; or (f) install the
Required Software on a different platform or interface the Required Software to
an application written in a different computer language other than as set forth
in the Documentation. Within ten (10) days of the
Effective Date of Termination, Customer shall, at its own expense, return the
Required Software to Metevante and/or destroy all copies
thereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    D.      Marketing
Rights. While this Agreement is in effect, Metavante grants to Customer a
non-assignable, non-transferable right to market the services to End Users, as
applicable.

     

    4.       
     SERVICES

     

    A.      Initial Services.
Metavante agrees to provide those Services listed IIi the Services and Charges
Schedule.

     

    B.      Customer
Responsibilities.

     

    i.      Access.
Customer shall comply with Metavante’s requirements for making the Services
operational and available for Customer and/or Customer’s End Users, Customer
agrees that Metavante is under no obligation to provide any End User with access
to the Services unless and until Customer has provided Metavante with all
information and documentation required by Metavante for End User
set-up.

     

    ii.      End
User Agreements. Customer shall be solely responsible for contracting with, and
managing the relationship with, End Users of the Services, and obtaining all
necessary End User authorization to provide the Electronic Banking Services.
Metavante will not have a contractual relationship with End Users, and so must
rely upon Customer to manage liability and risk issues. Customer will include
appropriate provisions in its End User agreements regarding, and shall indemnify
Metavante against defend Metavante against, and hold Metavante harmless from
claims arising from (A) any End User’s use of or inability to use the Services,
specifically including any End Users claim for economic loss or damages arising
from the End Users use of the Services; (B) transactions effected with a lost,
stolen, counterfeit, or misused access code or Identification number issued by
Customer to and End User; or (C) actions taken by Metavante in accordance with
an End User’s Instruction. Customer and its End Users shall be responsible for
selecting and safeguarding their passwords for using the Services. As between
Customer and Metavante, any use of the Services through use of a valid password
shall be authorized use, provided that Metavante will cancel or disable
passwords promptly following notification from Customer.

     

    C.    
  ACH
Services. In providing ACH services for Customer, Metavante acts as
Customers third-party service provider and is not itself an “Originator,” “ODFI”
or “RDFI” (as defined under National Automated Clearing House Association
(“NACHA”) rules). Customer shall be responsible for compliance with all
applicable laws, rules, and regulations regarding Customers use of and/or access
to the ACH services, including applicable rules and regulations of NACHA. In
particular and as applicable, Customer will provide End Users with all
disclosures required under state and federal law. Customer shall Indemnify
Metavante from, defend Metavante against, and hold Metavante harmless from any
and all loss, claim, or liability to any Third Party from Customers breach of
the foregoing obligations. Upon notification from Customer of the occurrence of
an error or omission with respect to an ACH entry, Metavante shall promptly
furnish corrected ACH entry(ies) to the applicable ACH operator, unless the
NACHA rules prohibit the processing of the correct ACH entry(ies). Metavante’s
liability to Customer for claims arising out of the ACH services performed by
Metavante pursuant to this Agreement shall be limited to the processing of
appropriate corrected ACH entry(ies).

     

    D.   
    Internet Banking and/or Bill
Payment Services.

     

    i.      Customer
understands that it is fully responsible for the availability of good funds
necessary to settle the payment activities of its End Users initiated through
the use of the Services. Metavante shall either (A) charge (via ACH, paper
drafts, or other means) each End Users designated account for bill payment
activities initiated by the End User or (B) charge Customer’s designated
settlement account to fund such payments. Customer is and shall remain solely
and exclusively responsible to Metavante for the entire amount of any payment
processed for and on behalf of an End User that is not funded due to
insufficient funds in the applicable settlement account or for any other reason
outside Metavante’s control. Customer shall reimburse Metavante for any amounts
that Metavante determines, in its sale discretion, to be uncollectable from the
End User. Metavante shall not be responsible for losses associated with payments
to, or at the direction of, government agencies, organizations and Institutions,
or court-directed payments. Customer
shall be exclusively responsible for and, upon Metavante’s demand, reimburse
Metavante for, the amount of any such payments which Metavante reasonably
believes it cannot collect from the End User for any
reason.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ii.      Customer
authorizes and directs Metavante to contact payees and End Users with respect to
payments processed by Metavante. All payee data and Metavante’s payee database
shall be Metavante’s property, which may be used by Metavante without limitation
for purposes of maintaining and providing “Pay Anyone” bill payment services for
Metavante’s customers. Metavante shall have the right to remit, stop, cancel,
and manage payments and ACH re-issuance and returns as deemed most reasonable by
Metavante. Metavante may set an expiration date for payment checks. From time to
time, Metavante may contact End Users to recover payment errors (common sources
of payment errors include incorrect recipient (payee); delivered incorrectly by
the postal service; consolidation error directed the payment to an incorrect
party; stop-payment request honored and funds re-credited to End Users account,
but the check was paid; Metavante error; or duplicate payment made to payee). In
the case of payment errors, Metavante will always contact the payee first to
attempt direct retrieval of the funds. If Metavante is unable to retrieve the
funds and the End User received benefit of the payment, Metavante may seek
reimbursement from the End User.

     

    E.   
   Professional
Services. Metavante shall perform the Professional Services for Customer
as set forth in the Services and Charges Schedule, and shall perform additional
Professional Services as mutually agreed upon by the parties from time to time
under this Agreement, provided that either party may require execution of a
separate mutually acceptable professional services agreement prior to
Metavante’s performance of Professional Services other than those set forth in
the Services and Charges Schedule.

     

    F.    
  Service
Levels. Service Levels, if any, relating to a particular Service shall be
as set forth in the Service Level Schedule. The parties agree that Metavanta’s
performance of Services at a level at or above any Service Level shall be
satisfactory performance. Metavante shall cure any failure to achieve a Service
Level within the period specified within the Service Level Schedule. Remedies,
if any, for failure to achieve a Service Level shall be as set forth in the
Service Level Schedule.

     

    5.      
      FEES

     

    A.    
  Fee
Structure. Customer agrees to pay fees for the Initial Services as set
forth in the Services and Charges Schedule. If Customer elects to receive
Services that are not specifically set forth in the Services and Charges
Schedule, Customer agrees to pay fees as mutually agreed upon for such
Services.

     

    B.    
  Excluded
Costs. The fees set forth in the Services and Charges Schedule do not
include Expenses, late fees or charges, or taxes, all of which shall be the
responsibility of Customer.

     

    C.  
    Disputed Amounts. If
Customer disputes any charge or amount on any invoice and such dispute cannot be
resolved promptly through good-faith discussions between the parties, Customer
shall pay the amounts due under this Agreement minus the disputed amount and the
parties shall diligently proceed to resolve such disputed amount. An amount will
be considered disputed in good faith if (i) Customer delivers a written
statement to Metavante on or before the due date of the invoice, describing in
detail the basis of the dispute and the amount being withheld by Customer, (ii)
such written statement represents that the amount in dispute has been determined
after due investigation of the facts and that such disputed amount has been
determined in good faith, and (iii) all other amounts due from Customer that are
not in dispute have been paid in accordance with the terms of this
Agreement.

     

    D. 
     Terms of Payment. Any
and all amounts payable under this Agreement shall be due thirty (30) days
following the date of invoice, unless otherwise provided in the Services and
Charges Schedule. Undisputed charges not paid by the applicable due dale shall
be subject to annual interest at the rate of twelve percent (12%) or the highest
rate permitted by law, whichever is lower. Customer shall also pay any
collection fees, court costs, reasonable attorneys’ fees, and other fees, costs,
and charges incurred by Metavante in collecting payment of the charges and any
other amounts for which Customer is liable under the terms and conditions of
this Agreement. Customer agrees to maintain a depository account with a
financial institution reasonably acceptable to Metavante for the payment of
amounts payable hereunder, and hereby authorizes Metavante to initiate debit
entries to such account for the payment of amounts payable hereunder. Customer
agrees to provide Metavante with any and all information necessary for Metavante
to initiate such debit entries via the Automated Clearing House (ACH)
system.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    E.      Modification of Terms and
Pricing. The prices contained herein are subject to an annual cost of
living adjustment beginning with the 2nd anniversary date of this agreement and
annually thereafter, based on the revised national Consumer Price Index for
Urban Wage Earners and Clerical Workers (1967-100) published by the Bureau of
Labor Statistics of The US Department of Labor (or if not published, the index
specified by such bureau or its successor or being most compatible). The CPI
Index not to exceed 4% per annum. For any Renewal Term, Metavante may modify the
Fees upon thirty (30) days’ prior written notice to Customer. Notwithstanding
the foregoing, Metavante reserves the right to increase the fees for Services as
necessary to cover Metavante’s costs in the event that Metavante must implement
system enhancements to comply with changes in law, government regulation, or
industry practices, provided that Metavante agrees to allocate such charges pro
rata among all affected customers to the extent reasonably
possible.

     

    6.       
     PERFORMANCE WARRANTY/DISCLAIMER OF ALL OTHER
WARRANTIES

     

    A.      Performance Warranty.
Metavante warrants that it will provide all Services in a commercially
reasonable manner in material conformance with the applicable Documentation (the
“Performance Warranty”). Where the parties have agreed upon Service Levels for
any aspect of Metavante’s performance, such Service Levels shall apply in lieu
of the Performance Warranty. THIS PERFORMANCE WARRANTY IS SUBJECT TO THE
WARRANTY EXCLUSIONS SET FORTH BELOW IN SECTION 6(b).

     

    B.    
  Performance Warranty
Exclusions. Except as may be expressly agreed in willing by Metavante,
Metavante’s Performance Warranty does not apply to:

     

    i.     
 defects, problems, or failures caused by the Customer’s nonperformance of
obligations essential to Metavante’s performance of its obligations;
and/or

     

    ii.      defects,
problems, or failures caused by an event of force majeure.

     

    C.   
   DISCLAIMER OF ALL OTHER
WARRANTIES. THIS PERFORMANCE WARRANTY, AND THE WARRANTIES IN ARTICLE 12
HEREOF, ARE IN LIEU OF, AND METAVANTE DISCLAIMS ANY AND ALL OTHER WARRANTIES,
CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH
RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OR
SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT METAVANTE KNOWS, HAS REASON TO KNOW,
HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER
ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE
OF DEALING. IN ADDITION, METAVANTE DISCLAIMS ANY WARRANTY OR REPRESENTATION TO
ANY PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS
AGREEMENT.

     

    7.        
    MODIFICATION OR PARTIAL TERMINATION

     

    A.    
  Modifications to
Services. Metavante reserves the right to enhance or otherwise modify the
Services and any features or functionality; provided that Metavante may not make
such changes to the Services as would result in a material reduction in
functionality or performance. Metavante will use reasonable efforts to notify
Customer of any such changes that Metavante believes would materially affect the
Services provided hereunder, or the End Users’ use of or ability to use
Services, no less than thirty (30) days before the Implementation of such
change. However, Customer acknowledges and agrees that if any changes are
required by applicable law or by a pre-existing contractual obligation to
Metavante, then Metavante may implement such change and provide notice to
Customer as soon as reasonably practicable.

     

    B.    
  Partial Termination by Customer. Customer agrees that, during the
Term, Metavante shall be Customer’s sole and exclusive provider of all Services.
If Customer breaches the foregoing covenant, the same shall constitute a partial
termination of this Agreement and Customer shall pay Metavante the Termination
Fee for the affected Service, as liquidated damages and not as a
penalty.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.        
    TERMINATION/DEFAULT

     

    A.    
  Early
Termination. The terms and conditions set forth on the Termination Fee
Schedule of the Agreement shall govern the early termination of this Agreement
(or any Service).

     

    B.     
 For
Cause. If either party fails to perform any of its material obligations
under this Agreement (a “Default”) and does not cure such Default in accordance
with this Section 8(b). then the non-defaulting party may, by giving written
notice to the other party, terminate this Agreement as of the date specified in
such notice of termination, or such later date agreed to by the parties, and
recover Damages. A party may terminate the Agreement in accordance with the
foregoing if such party provides written notice to the defaulting party and
either (i) the defaulting party does not cure the Default within thirty (30)
days of the defaulting party’s receipt of written notice of the Default, if the
Default is capable of cure within thirty (30) days, or (ii) if the Default is
not capable of cure within thirty (30) days, the defaulting party does not both
(A) Implement a plan to cure the default within thirty (30) days of receipt of
written notice of the Default and (B) diligently carry out the plan in
accordance with its terms. The parties acknowledge and agree that a failure to
pay any amount when due hereunder shall be a Default that is capable of being
cured within thirty (30) days. The parties acknowledge and agree that any error
in processing data, preparation or filing of a report, form, or file, or the
failure to perform Services as required hereunder shall be satisfactorily cured
upon the completion of accurate re-processing, the preparation or filing of the
accurate report, form, or file, or the re-performance of the Services in
accordance with applicable requirements, respectively.

     

    C.    
  For
Insolvency. In addition to the termination rights set forth in Sections
8(a) and 8(b), subject to the provisions of Title 11, United States Code, if
either party becomes or is declared insolvent or bankrupt; is the subject of any
proceedings relating to its liquidation, insolvency, or for the appointment of a
receiver or similar officer for it, makes an assignment for the benefit of all
or substantially all of its creditors; enters into an agreement for the
composition, extension, or readjustment of all or substantially all of its
obligations; or is subject to regulatory sanction by any Federal Regulator, then
the other party may, by giving written notice to such party, may terminate this
Agreement as of a date specified in such notice of termination; provided that
the foregoing shall not apply with respect to any involuntary petition in
bankruptcy filed against a party unless such petition is not dismissed within
sixty (60) days of such filing.

     

    9.       
     LIMITATION OF LIABILITY/MAXIMUM DAMAGES
ALLOWED

     

    A.    
  Equitable
Relief. Either party may seek equitable remedies, including injunctive
relief, for a breach of the other party’s obligations under Article 13 of this
Agreement, prior to commencing the dispute resolution procedures set forth in
Section 11(a) below.

     

    B. 
     Exclusion of Incidental and
Consequential Damages. Independent of, severable from, and to be enforced
independently of any other provision of this Agreement, NEITHER PARTY WILL BE
LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE
OTHER PARTY’S RIGHTS) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,
FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY
KIND - including lost profits, loss of business, or other economic damage, and
further including injury to property, AS A RESULT OF BREACH OF ANY WARRANTY OR
OTHER TERM OF THIS AGREEMENT, INCLUDING ANY FAILURE OF PERFORMANCE, REGARDLESS
OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO
KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

     

    C. 
     Maximum Damages
Allowed. Notwithstanding any other provision of this Agreement and for
any reason, including breach of any duty imposed by this Agreement or
independent of this Agreement, and regardless of any claim in contract, tort
(including negligence), or otherwise, Metavante’s total, aggregate liability
under this Agreement shall in no circumstance exceed payments made to Metavante
by Customer for the Service to which the claim relates during the three (3)
months prior to the act or event giving rise to such claim.

     

    D.   
   Statute of
Limitations. No lawsuit or other action may be brought by either party
hereto, or on any claim or controversy based upon or arising in any way out of
this Agreement after one (1) year from the date on which the cause of action
arose regardless of the nature ot the claim or form of action, whether in
contact, tort (including negligence)
or otherwise; provided, however, the foregoing limitation shall not apply to
1I1e collection of any amounts due Metavante under this
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    E.  
    Tort Claim Waiver. In
addition to and not in limitation of any other provision of this Article 9, each
party hereby knowingly, voluntarily, and intentionally waives any right to
recover from the other party, and Customer waives any right to recover from any
Eligible Provider, any economic losses or damages in any action brought under
tort theories, including misrepresentation, negligence and/or strict liability,
and/or relating to the quality or performance of any products or services
provided by Metavante. For purposes of this waiver, economic losses and damages
include monetary losses or damages caused by a defective product or service
except personal injury or damage to other tangible property. Even if remedies
provided under this Agreement shall be deemed to have failed of their essential
purpose, neither party shall have any liability to the other party under tort
theories for economic losses or damages.

     

    F.    
  Liquidated
Damages. Customer acknowledges that Metavante shall suffer a material
adverse impact on its business if this Agreement is terminated prior to
expiration of the Term, and that the resulting damages may not be susceptible of
precise determination. Customer acknowledges that the Termination Fee is a
reasonable approximation of such damages and shall be deemed to be liquidated
damages and not a penalty.

     

    G.   
   Essential Elements.
Customer and Metavante acknowledge and agree that the limitations contained in
this Article 9 are essential to this Agreement, and that Metavante has expressly
relied upon the inclusion of each and every provision of this Article g as a
condition to executing this Agreement.

     

    10.           INSURANCE
AND INDEMNITY

     

    A.  
    Insurance. Metavante
shall maintain for its own protection fidelity bond coverage for its personnel;
insurance coverage for loss from fire, disaster or other causes contributing to
interruption of normal services, reconstruction of data file media, and related
processing costs; additional expenses incurred to continue operations; and
business interruption to reimburse Metavante for losses resulting from
suspension of the Services due to physical loss of equipment.

     

    B.    
  Indemnity.

     

    i.      Except
as provided in 10(b)(ii) below, Customer shall indemnify Metavante from, defend
Metavante against, and pay any final judgments awarded against Metavante,
resulting from any claim brought by a Third Party against Metavante based on
Customer’s use of the Services to support its operations, Metavante’s compliance
with Customer’s specifications or instructions, or Metavante’s use of trademarks
or data supplied by Customer.

     

    ii.      Metavante
shall indemnify Customer from, defend Customer against, and pay any final
judgment awarded against Customer, resulting from any claim brought by a Third
Party against Customer based on Metavante’s alleged infringement of any patent,
copyright or trademark of such Third Party under the laws of the United States,
unless and except to the extent that such infringement is caused by Metavante’s
compliance with Customer’s specifications or instructions, or Metavante’s use of
trademarks or data supplied by Customer.

     

    C.     
 Indemnification
Procedures. If any Third Party makes a claim covered by Section 10(b)
against an indemnitee with respect to which such indemnitee intends to seek
indemnification under this Section, such indemnitee shall give notice of such
claim to the indemnifying party, including a brief description of the amount and
basis therefor, if known. Upon giving such notice, the indemnifying party shall
be obligated to defend such indemnitee against such claim, and shall be entitled
to assume control of the defense of the claim with counsel chosen by the
indemnifying party, reasonably satisfactory to the indemnitee. The indemnitee
shall cooperate fully with, and assist, the indemnifying party in its defense
against such claim in all reasonable respects. The Indemnifying party shall keep
the indemnitee fully apprised at all times as to the status of the defense.
Notwithstanding the foregoing, the indemnitee shall have the right to employ its
own separate counsel in any such action, but the fees and expenses of such
counsel shall be at the expense of the indemnitee. Neither the indemnifying
party nor any indemnitee shall be liable for any settlement of action or claim
effected without its consent. Notwithstanding the foregoing, the indemnitee
shall retain, assume, or reassume sale control over all expenses relating to
every aspect of the defense that it believes is not the subject of the
indemnification provided for in this Section. Until both (i) the indemnitee
receives notice from indemnifying party that it will
defend, and (ii) the indemnifying party assumes such defense, the indemnitee
may, at any time after ten (10) days from the date notice of claim is given to
the indemnifying party by the indemnitee, resist or otherwise defend the claim
or, after consultation with and consent of the indemnifying party, settle or
otherwise compromise or pay the claim. The indemnifying party shall pay all
costs of indemnity arising out of or relating to that defense and any such
settlement, compromise, or payment. The indemnitee shall keep the indemnifying
party fully apprised at all times as to the status of the defense, Following
indemnification as provided in this Section, the indemnifying party shall be
subrogated to a1l rights to the indemnitee with respect to the matters for which
indemnification has been made.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    11.           DISPUTE
RESOLUTION

     

    A.   
   Representatives of
Parties. All disputes arising under or in connection with this Agreement
shall initially be referred to the representatives of each party who customarily
manages the relationship between the parties. If such representatives are unable
to resolve the dispute within five (5) Business Days after referral of the
matter to them, the managers of the representatives shall attempt to resolve the
dispute. If, after five (5) Business Days they are unable to resolve the
dispute, senior executives of the parties shall attempt to resolve the dispute.
If, after five (5) Business Days they are unable to resolve the dispute, the
parties shall submit the dispute to the chief executive officers of the parties
for resolution. Neither party shall commence legal proceedings with regard to a
dispute until completion of the dispute resolution procedures set forth in this
Section 11(a), except to the extent necessary to preserve its rights or maintain
a superior position against other creditors or claimants.

     

    B. 
     Continuity of
Performance. During the pendency of the dispute resolution proceedings
described in this Article 11, Metavante shall continue to provide the Services
so long as Customer shall continue to pay all undisputed amounts to Metavante in
a timely manner.

     

    12.           AUTHORITY

     

    A.      Metavante. Metavante
warrants that:

     

    i.     
 Metavante has the right to provide the Services hereunder, using all
computer software required for that purpose.

     

    ii.      Metavante
is a corporation validly existing and in active status under the laws of the
State of Wisconsin. It has all the requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement. The
execution, delivery and performance of this Agreement have been duly authorized
by Metavante, and this Agreement is enforceable in accordance with its terms
against Metavante. No approval, authorization or consent of any governmental or
regulatory authorities is required to be obtained or made by Matavante in order
for Metavante to enter into and perform its obligations under this
Agreement.

     

    B.     
 Customer.
Customer warrants that:

     

    i.     
 Customer has all required licenses and approvals necessary to use the
Services in the operation of its business.

     

    ii.      Customer
is a corporation validly existing and in good standing under the laws of the
state of its incorporation. It has all the requisite corporate power and
authority to execute, deliver and perform its obligations under this Agreement.
The execution, delivery and performance of this Agreement have been duly
authorized by Customer, and this Agreement is enforceable in accordance with its
terms against Customer. No approval, authorization or consent of any
governmental or regulatory authorities is required to be obtained or made by
Customer in order for Customer to enter into and perform its obligations under
this Agreement.

     

    C.   
   In the event that Customer requests Metavante to disclose to
any Third Party or to use any of Customer’s Confidential Information (as defined
in Section 13(c)), and such Confidential Information is or may be subject to the
Privacy Regulations, such disclosure or use shall be permitted by the Privacy
Regulations and by any initial, annual, opt-out, or other privacy notice that
Customer issued with respect to such Confidential Information pursuant to the
Privacy Regulations.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    13.       
   CONFIDENTIALITY AND OWNERSHIP

     

    A.    
  Customer
Data. Customer shall remain the sole and exclusive owner of all Customer
Data and its Confidential Information (as defined in Section 13(c)), regardless
of whether such data is maintained on magnetic tape, magnetic disk, or any other
storage or processing device. All such Customer Data and other Confidential
Information shall, however, be subject to regulation and examination by the
appropriate auditors and regulatory agencies to the same extent as if such
information were on Customer’s premises.

     

    B.   
   Metavante Systems.
Customer acknowledges that it has no rights in any of Metavante’s software,
systems, documentation, guidelines, procedures and similar relatad materials, or
any modifications thereof, unless and except as expressly granted under this
Agreement.

     

    C.  
    Confidential
Information. “Confidential Information” of a party shall mean all
confidential or proprietary information and documentation of such party, whether
or not marked as such including, with respect to Customer, all Customer Data.
Confidential Information shall not include: (i) information which is or becomes
publicly available (other than by the party having the obligation of
confidentiality) without breach of this Agreement: (ii) information
independently developed by the receiving party; (iii) information received from
a Third Party not under a confidentiality obligation to the disclosing party; or
(iv) information already in the possession of the receiving party without
obligation of confidence at the time first disclosed by the disclosing party.
The parties acknowledge and agree that the substance of the negotiations of this
Agreement, and the terms of this Agreement are considered Confidential
Information subject to the restrictions contained herein.

     

    D.   
   Obligations of the
Parties. Except as permitted under this Section 13(d) and applicable law,
neither party shall use, copy, sell, transfer, publish, disclose, display, or
otherwise make any of the other party’s Confidential Information available to
any Third Party without the prior written consent of the other party. Each party
shall hold the Confidential Information of the other party in confidence and
shall not disclose or use such Confidential Information other than for the
purposes contemplated by this Agreement and, to the extent that Confidential
Information of Customer may be subject to the Privacy Regulations, as permitted
by the Privacy Regulations, and shall instruct their employees, agents, and
contractors to use the same care and discretion with respect to the Confidential
Information of the other party or of any Third Party utilized hereunder that
Metavante and Customer each require with respect to their own most Confidential
Information, but in no event less than a reasonable standard of care, including
the utilization of security devices or procedures designed to prevent
unauthorized access to such materials. Each party shall instruct its employees,
agents, and contractors of its confidentiality obligations hereunder and not to
attempt to circumvent any such security procedures and devices. Each party’s
obligation under the preceding sentence may be satisfied by the use of its
standard form of confidentiality agreement, if the same reasonably accomplishes
the purposes here intended. All such Confidential Information shall be
distributed only to persons having a need to know such information to perform
their duties in conjunction with this Agreement. A party may disclose the other
party’s Confidential Information if required to do so by subpoena, court or
regulatory order, or other legal process, provided the party notifies the
disclosing party of its receipt of such process, and reasonably cooperates, at
the disclosing party’s expense, with efforts of the disclosing party to prevent
or limit disclosure in response to such process.

     

    E.   
   Ownership and Proprietary
Information. Metavante reserves the right to determine the hardware,
software and tools to be used by Metavante in performing the Services. Metavante
shall retain title and all other ownership and proprietary rights in and to the
Metavante Proprietary Materials and Information, and any and all derivative
works based thereon. Such ownership and proprietary rights shall include any and
all rights in and to patents, trademarks, copyrights, and trade secret rights.
Customer agrees that the Metavante Proprietary Materials and Information are not
“work made for hire” within the meaning of U.S. Copyright Act, 17 U.S.C. Section
101.

     

    F.    
  The
Privacy Regulations. In the event that Customer requests Metavante to
disclose to any Third Party or to use any of Customer’s Confidential
Information, and such Confidential Information is or may be subject to the
Privacy Regulations, Metavante reserves the right, prior to such disclosure or
use, (i) to review any initial, annual, opt-out, or other privacy notice that
Customer issued with respect to such Confidential Information pursuant to the
Privacy Regulations, and if requested by Metavante, Customer shall promptly
provide Metavante with any such notice, and (ii) to decline to disclose to such
Third Party or to use such Confidential Information if Metavante, in Metavante’s
sole discretion, believes that such disclosure or use is or may be prohibited by
the Privacy Regulations or by any such notice.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    G.   
   Publicity. Neither
party shall refer to the other party directly or indirectly in any media
release, public announcement or public disclosure relating to this Agreement or
its subject matter, in any promotional or marketing materials, lists or business
presentations, without consent from the other party for each such use or release
in accordance with this Section, provided that Metavante may include Customer’s
name in Metavante’s customer list and may identify Customer as its customer in
its sales presentations and marketing materials without obtaining Customer’s
prior consent. Notwithstanding the foregoing, at Metavante’s request, Customer
agrees to issue a joint press release prepared by Metavante to announce the
relationship established by the parties hereunder. All other media releases,
public announcements, and public disclosures by either party relating to this
Agreement or the subject matter of this Agreement (each, a “Disclosure”),
including promotional or marketing material, but not including (i) announcements
intended solely for internal distribution, or (ii) disclosures to the extent
required to meet legal or regulatory requirements beyond the reasonable control
of the disclosing party, shall be subject to review and approval, which approval
shall not be unreasonably withheld, by the other party prior to
release.

     

    14.           REGULATORY
COMPLIANCE

     

    Customer shall be responsible for
compliance with all applicable laws, rules, and regulations regarding Customer’s
and End User’s use of and/or access to the Electronic Banking Services,
including applicable rules and regulations of the National Automated Clearing
House Association (“NACHA”). In particular and as applicable, (a) Customer will
provide End Users with all disclosures required under state and federal law; and
(b) if Metavante will initiate charge End Users’ accounts to fund payments,
Customer shall obtain each End User’s agreement for Metavante to initiate ACH
debits to the End User’s account and/or to draw paper drafts against the
account. Customer shall Indemnify Metavante from, defend Metavante against, and
hold Metavante harmless from any loss, claim, or liability to any Third Party
from Customer’s breach of the foregoing obligations.

     

    15.           SECURITY.

     

    A.      Information Security.
Metavante shall be responsible for establishing and maintaining an information
security program that is designed to (i) ensure the security and confidentiality
of Customer Data, (ii) protect against any anticipated threats or hazards to the
security or integrity of Customer Data, and (iii) protect against unauthorized
access to or use of Customer Data that could result in substantial harm or
inconvenience to Customer or any of its customers. Customer shall be responsible
for maintaining security for its own systems, servers, and communications links
as necessary to (A) protect the security and integrity of Customers systems and
servers on which Customer Data is stored, and (B) protect against unauthorized
access to or use of Customers systems and servers on which Customer Data is
stored. Metavante will notify Customer of breaches in Metavante’s security that
materially affect Customer or Customer’s customers. Either party may change its
security procedures from time to time as commercially reasonable to address
operations risks and concerns in compliance with the requirements of this
section.

     

    B.    
  Each party understands and agrees that the other party may use Third
Party software products in its operations, including firewall security, Web
server software, and encryption software. Each party shall license such Third
Party software directly from Third Parties for its own use. No license is
granted and no warranty is made by the licensing party to the other party hereto
with respect to such Third Party software, specifically including any warranty
that performance will be uninterrupted or error-free.

     

    16.           DISASTER
RECOVERY

     

    A.      Services Continuity
Plan. Metavante shall maintain throughout the Term of the Agreement a
Services Continuity Plan (the “Plan”) in compliance with applicable regulatory
requirements. Review and acceptance of the Plan as may be required by any
applicable regulatory agency shall be the responsibility of Customer. Metavante
shall cooperate with Customer in conducting such reviews as such regulatory
agency may from time to time reasonably request. A detailed executive summary of
the Plan has been provided to Customer. Updates to the Plan shall be provided to
Customer without charge.

     

    B.      Relocation. If
appropriate, Metavante shall relocate all affected Services to an alternate
disaster recovery site as expeditiously as possible after declaration of a
Disaster, and shall coordinate with Customer all requisite telecommunications
modifications necessary to achieve full connectivity to the disaster recovery
site, in material compliance with all regulatory requirements. “Disaster” shall
have the meaning set forth in the Plan.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    C.   
   Resumption of
Services. The Plan provides \hat, In the event of a Disaster, Metavante
will be able to resume the Services in accordance therewith within the time
periods specified in the Plan. In the event Metavante is unable to resume the
Services to Customer within the time periods specified in the Plan, Customer
shall have the right to terminate this Agreement without payment of the
Termination Fee upon written notice to Metavante delivered within forty-five
(45) days after declaration of such Disaster.

     

    D.     
 Annual
Test. Metavante shall tests Plan by conducting one (1) test annually and
shall provide Customer with a description of the test results in accordance with
applicable laws and regulations.

     

    17.           MISCELLANEOUS
PROVISIONS

     

    A.    
  Repulatory
Assurances. Metavante and Customer acknowledge and agree that the
performance of these Services with be subject to regulation and examination by
Customers regulatory agencies to the same extent as if such Services were being
performed by Customer. Upon request, Metavante agrees to provide any appropriate
assurances to such agency and agrees to subject itself to any required
examination or regulation. Customer agrees to reimburse Metavante for reasonable
costs actually incurred due to any such examination or regulation that is
performed primarily for the purpose of examining Services used by
Customer.

     

    i.    
  Notice Requirements. Customer shall be responsible for complying
with all regulatory notice provisions to any applicable governmental agency,
including providing timely and adequate notice to Federal Regulators as of the
Effective Date of this Agreement, identifying those records to which this
Agreement shall apply and the location at which such Services are to be
performed.

     

    ii.      Examination
of Records. The parties agree that the records maintained and produced under
this Agreement shall, at all times, be available at Metavante’s operations
center for examination and audit by governmental agencies having jurisdiction
over the Customers business, including any Federal Regulator. The Director of
Examinations of any Federal Regulator or his or her designated representative
shall have the right to ask for and to receive directly from Metavante any
reports, summaries, or information contained in or derived from data in the
possession of Metavante related to the Customer. Metavante shall notify Customer
as soon as reasonably possible of any formal request by any authorized
governmental agency to examine Customers records maintained by Metavante, if
Metavante is permitted to make such a disclosure to Customer under applicable
law or regulations. Customer agrees that Metavante is authorized to provide all
such described records when formally required to do so by a Federal
Regulator.

     

    iii.      Audits.
Metavante shall cause a Third Party review of Metavante’s operations center and
related internal controls to be conducted annually by its independent auditors.
Metavante shall provide to Customer, upon written request one copy of the audit
report resulting from such review.

     

    B.   
   Reliance on Data.
Metavante will perform the Services described in this Agreement on the basis of
information furnished by Customer. Metavante shall be entitled to rely upon any
such data, information, or instructions as provided by Customer. Customer shall
notify Metavante in writing and within five (5) days after Customer’s knowledge
of any error in data, reports, or material provided to Metavante by Customer or
by Users. Customer shall also notify Metavante in writing and in a timely
manner, which, in any event is within five (5) business days after Customer’s
knowledge or Customer’s notification by any User or other party of any error
believed to have been made by Metavante. IF CUSTOMER’S NOTICE TO METAVANTE OF A
METAVANTE ERROR IS DELAYED BEYOND THE FIVE-DAY PERIOD, METAVANTE is RELIEVED OF
ANY AND ALL RESPONSIBILITY FOR ANY DAMAGES CAUSED BY SUCH ERROR.

     

    C.   
   Use
of Services. Customer assumes exclusive responsibility for the
consequences of any Proper Instructions Customer may give Metavante, for
Customers failure to properly access the Services in the manner prescribed by
Metavante, and for Customers failure to supply accurate input information.
Customer agrees that except as otherwise permitted in this Agreement or in
writing by Metavante, Customer will use the Services only for its own internal
business purposes to service its bona fide customers and clients and will not
sell or otherwise provide, directly or indirectly, any of the Services or any
portion thereof to any Third Party. Customer agrees that Metavente may use all
suggestions, improvements, and comments regarding the Services that are
furnished by Customer to Metavante in connection with this Agreement, without
accounting or reservation.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    D.    
  Affiliates. Customer
agrees that it is responsible for ensuring compliance with this Agreement by
those Affiliates receiving Services under this Agreement. Customer agrees to pay
any and all fees owed under this Agreement for Services rendered to its
Affiliates.

     

    E.   
   Solicitation. Neither
party shall solicit the employees of the other party for employment during the
Term of this Agreement, for any reason. The foregoing shall not preclude either
party from employing any such employee (i) who seeks employment with the other
party in response to any general advertisement or solicitation that is not
specifically directed toward employees of such party or (ii) who contacts the
other party on his or her own initiative without any direct or indirect
solicitation by such party.

     

    18.           GENERAL

     

    A.  
    Governing Law. The
validity, construction and interpretation of this Agreement and the rights and
duties of the parties hereto shall be governed by the internet laws of the State
of Wisconsin, excluding its principles of conflict of laws.

     

    B.   
   Venue and
Jurisdiction. In the event of litigation to enforce the terms of this
Agreement the parties consent to venue in the exclusive jurisdiction of the
courts of Milwaukee County, Wisconsin and the Federal District Court for the
Eastern District of Wisconsin. The parties further consent to the jurisdiction
of any federal or state court located within a district which encompasses assets
of a party against which a judgment has been rendered, either through
arbitration or litigation, for the enforcement of such judgment or award against
such party or the assets of such party.

     

    C.     
 Entire
Agreement; Amendments. This Agreement, together with the exhibits and
schedules hereto, constitutes the entire agreement between Metavante and the
Customer with respect to the subject matter hereof. There are no restrictions,
promises, warranties, covenants, or undertakings other than those expressly set
forth herein and therein. This Agreement supersedes all prior negotiations,
agreements, and undertakings between the parties with respect to such matter.
This Agreement, including the exhibits and schedules hereto, may be amended only
by an instrument in writing executed by the parties or their permitted
assignees.

     

    D.   
   Relationship of
Parties. The performance by Metavante of its duties and obligations under
this Agreement shall be that of an independent contractor, and nothing contained
in this Agreement shall create or imply an agency relationship between Customer
and Metavante, nor shall this Agreement be deemed to constitute a joint venture
or partnership between Customer and Metavante.

     

    E.   
   Assignment. This
Agreement, and the rights and obligations hereunder, may not be assigned by
either party, by operation of law or otherwise, without the prior written
consent of the other party, which consent shall not be unreasonably withheld,
provided that either party may freely assign this Agreement (i) in connection
with a merger, corporate reorganization or sale of all or substantially all of
its assets, stock or securities, or (ii) to any Entity which is a successor to
its assets or business.

     

    F.   
   Notices. Except as
otherwise specified in the Agreement, all notices, requests, approvals,
consents, and other communications required under this Agreement shall be in
writing and shall be personally delivered or sent by (i) first class U.S. mail,
registered or certified, return receipt requested, postage pre-paid; or (ii)
U.S. express mail, or other, similar overnight courier service to the address
specified below. Notices shall be deemed given on the day actually received by
the party to whom the notice is addressed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              In
      the case of Customer:

            	
              Ideal
      Financial Solutions

              906
      North 1400 West

              Saint
      George, UT 84770

            
	 
      	
               

              Attn:
      Michael Sunyich

            
	 	 
	 	 
	
              For
      Billing Purposes:

            	
              Renaissance
      Financial Group CPA’s

              Attn:
      David White

              735
      East 9000 South, Ste. 201

              Sandy,
      UT 84094

            
	 	 
	 	 
	
              In
      the case of Metavante:

            	
              Metavante
      Corporation

              4900
      West Brown Deer Road

              Millwaukee,
      WI 53223

              Attn:
      _______________________________________

                   
          _______________________________________

            
	 	 
	
              Copy
      to:

            	
              Legal
      Services Division

            


    

    


     

    G.  
    Waiver. No delay or
omission by either party to exercise any right or power it has under this
Agreement shall impair or be construed as a waiver of such right or power. A
waiver by any party of any breach or covenant shall not be construed to be a
waiver of any succeeding breach or any other covenant. All waivers must be in
writing and signed by the party waiving its rights.

     

    H.
      Severability;
Survival. If any provision of this Agreement is held by court or
arbitrator of competent jurisdiction to be contrary to law, then the remaining
provisions of this Agreement will remain in full force and effect. Articles 5,
8, 9, 13, 18, and 19 shall survive the expiration or earlier termination of this
Agreement for any reason.

     

    I.     
  Attomeys’
Fees and Costs. If any legal action is commenced in connection with the
enforcement of this Agreement or any instrument or agreement required under this
Agreement, the prevailing party shall be entitled to costs, attorneys’ fees
actually incurred, and necessary disbursements incurred in connection with such
action, as determined by the court.

     

    J.    
   No
Third Party Beneficiaries. Each party intends that this Agreement shall
not benefit, or create any right or cause of action in or on behalf of, any
person or entity other than the Customer and Metavante.

     

    K.  
    Force Majeure.
Notwithstanding any provision contained in this Agreement, neither party shall
be liable to the other to the extent fulfillment or performance if any terms of
provisions of this Agreement is delayed or prevented by revolution or other
civil disorders; wars; acts of enemies; strikes; lack of available resources
from persons other than parties to this Agreement; labor disputes; electrical
equipment or availability failure; fires; floods; acts of God; federal, state or
municipal action: statute; ordinance or regulation; or, without limiting the
foregoing, any other causes not within its control, and which by the exercise of
reasonable diligence it is unable to prevent, whether of the class of causes
hereinbefore enumerated or not. This clause shall not apply to the payment of
any sums due under this Agreement by either party to the other.

     

    L.    
  Construction.
Metavante and Customer each acknowledge that the limitations and exclusions
contained in this Agreement have bean the subject of active and complete
negotiation between the parties and represent the parties’ voluntary agreement
based upon the level of risk to Customer and Metavante associated with their
respective obligations under this Agreement and the payments to be made to
Metavante and the charges to be incurred by Metavante pursuant to this
Agreement. The parties agree that the terms and conditions of this Agreement
shall not be construed in favor of or against any party by reason of the extent
to which any party or its professional advisors participated in the preparation
of this document.

     

    M.      Waiver of Jury Trial.
Each of Customer and Metavante hereby knowingly, voluntarily, and intentionally
waives any and all rights it may have to a trial by jury in respect of any
litigation based on, or arising out of, under, or in connection with, this
Agreement or any course of conduct, course of dealing, statements (whether
verbal or written), or actions of Metavante or Customer, regardless of the
nature of the claim or form of action, contract or tort, including
negligence.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    19.      DEFINITIONS

     

    A.  
    “Affiliate” shall mean, with respect to a party, any
Entity at any time Controlling, Controlled by or under common Control with, such
party.

     

    B.  
    “Agreement” shall mean the Terms and Conditions of this
agreement and all schedules and exhibits attached hereto, which are expressly
incorporated, any future amendments thereto, and any future schedules and
exhibits incorporated hereto by mutual agreement.

     

    C.  
     “Business Days” shall be Mondays through Fridays except
holidays recognized by the Federal Reserve Board of Chicago.

     

    D.  
    “Change in Control” shall mean any event or series of
events by which (i) any person or entity or group of persons or entities shall
acquire Control of another person or entity or (ii) in the case of a
corporation, during any period of twelve (12) consecutive months commencing
before or after the date hereof, individuals who at the beginning of such twelve
(12) month period were directors of such corporation shall cease for any reason
to constitute a majority of the board of directors of such
corporation.

     

    E.   
    “Commencement Date” shall mean the date on which
Metavante first provides the Initial Services to Customer.

     

    F. 
      “Confidential Information” shall have the meaning
set forth in Section 13(c).

     

    G. 
     “Control” shall mean the direct or indirect
ownership of over 50% of the capital stock (or other ownership interest, if not
a corporation) of any Entity or the possession, directly or indirectly, of the
power to direct the management and policies of such Entity by ownership of
voting securities, by contract or otherwise. “Controlling” shall mean having
Control of any Entity, and “Controlled” shall mean being the subject of Control
by another Entity.

     

    H.  
    “Customer” shall mean the Entity entering into this
Agreement with Metavante and all Affiliates of such Entity for whom Metavante
agrees to provide Services under this Agreement; the first page of the Agreement
identifies such Affiliates.

     

    I.      
  “Customer Data” means any and all data and information of any kind
or nature submitted to Metavante by Customer, or received by Metavante on behalf
of Customer, necessary for Metavante to provide the Services.

     

    J.     
  “Damages” shall mean actual and verifiable monetary obligations
incurred, or costs paid (except overhead costs, attorneys’ fees, and court
costs) that (i) would not have been incurred or paid but for a party’s action or
failure to act in breach of this Agreement, and (ii) are directly and solely
attributable to such breach, but excluding any and all consequential,
incidental, punitive and exemplary damages, and/or other damages expressly
excluded by the terms of this Agreement.

     

    K.   
   “Documentation” shall mean Metavante’s standard user
instructions relating to the Services, including tutorials, onscreen help, and
operating procedures, as provided to Customer in written or electronic
form.

     

    L.   
   “Effective Date” shall mean the date so defined on the
signature page of this Agreement, or, if blank, the date executed by Metavante,
as reflected in Metavante’s records.

     

    M.      “Effective
Date of Termination” shall mean the last day on which Metavante provides the
Services to Customer.

     

    N.  
    “Eligible Provider” shall have the meaning as set forth
in Section 3(a).

     

    O.     
 “Employment Cost Index” shall mean the Employment Cost Index (not
seasonally adjusted) as promulgated by the United States Department of Labor’s
Bureau of Labor Statistics (or any successor index).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    P.      
 “End User” or “User” shall mean any individual or small-business depositor
who accesses the Services through procedures established by
Metavante.

     

    Q.  
    “Entity” means an individual or a corporation,
partnership, sole proprietorship, limited liability company, joint venture, or
other form of organization, and includes the parties hereto.

     

    R.    
  “Estimated Remaining Value” shall mean the number of calendar months
remaining between the Effective Date of Termination and the last day of the
contracted-for Term, multiplied by the average of the three (3) highest monthly
fees (but in any event no less than the monthly minimums) payable by Customer
during the twelve (12) month period prior to the event giving rise to
termination rights under this Agreement.

     

    S.   
   “Expenses” shall mean any and all reasonable and direct
expenses paid by Metavante to Third Parties in connection with Services provided
to or on behalf of Customer under this Agreement, including any postage,
supplies, materials, travel and lodging, and telecommunication fees, but not
payments by Metavante to Eligible Providers.

     

    T.   
   “Federal Regulator” shall mean the Chief Examiner of the
Federal Home Loan Bank Board, the Office of Thrift Supervision, the Office of
the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the
Federal Reserve Board, or their successors, as applicable.

     

    U. 
     “Fee Schedule” shall mean the portions of
schedules containing fees and charges for services rendered to Customer under
this Agreement.

     

    V.   
   “Initial Services” shall mean all Services requested by
Customer from Metavante under this Agreement prior to the Commencement Date. The
Initial Services requested as of the Effective Date are set forth in the
schedules attached hereto, which shall be modified to include any additional
services requested by Customer, and agreed to by Metavante, prior to the
Commencement Date.

     

    W.      “Initial
Term” shall mean the period set forth on the first page of this
Agreement

     

    X.   
   “Legal Requirements” shall mean the federal and state laws,
rules, and regulations pertaining to Customer’s business.

     

    Y.    
  “Metavante Proprietary Materials and Information” shall mean the
Metavante Software and all source code, object code, documentation (whether
electronic, printed, written or otherwise), working papers, non-customer data,
programs, diagrams, models, drawings, flow charts and research (whether in
tangible or intangible form or in written or machine readable form), and all
techniques, processes, inventions, knowledge, know-how, trade secrets (whether
in tangible or intangible form or in written or machine-readable form),
developed by Metavante prior to or during the Term of this Agreement, and such
other information relating to Metavante or the Metavante Software that Metavante
identifies to Customer as proprietary or confidential at the time of disclosure
or, if not so identified, that Customer knows or has reason to suspect is
confidential or proprietary.

     

    Z.    
   “Metavante Software” shall mean the software owned by Metavante and
used to provide the Services.

     

    AA.    “New
services” shall mean any services, which are not included in the Initial
Services. Upon mutual agreement of the parties, New services shall be included
in the term “Services.”

     

    BB.   
 “Performance Warranty” shall have the meaning set forth in Section
6(a).

     

    CC.     “Plan”
shall have the meaning set forth in Section 16(a).

     

    DD.    “Privacy
Regulations” shall mean the regulations promulgated under section 504 of the
Gramm-Leach-Bliley Act Pub. L. 106-102, as such regulations may be amended from
time to time.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EE.      “Professional
Services” shall mean services provided by Metavante for Conversion, training,
and consulting, and services provided by Metavante to review or implement New
Services or enhancements to existing Services.

     

    FF.      “Proper
Instructions” shall mean those instructions sent to Metavante by letter,
memorandum, telegram, cable, telex, telecopy facsimile, computer terminal,
e-mail, or other “on line” system or similar means of communication or given
orally over the telephone or given in person by one or more of the person(s)
whose name(s) and signature(s) are listed on the most recent certificate
delivered by Customer to Metavante which lists those persons authorized to give
orders, collections, and instructions in the name of and on behalf of Customer.
Proper Instructions shall specify the action requested to be taken or
omitted.

     

    GG.     “Services”
shall mean the services, functions, and responsibilities described in this
Agreement to be performed by Metavante during the Term and shall include New
Services which are agreed to by the parties in writing.

     

    HH.     “Service
Levels” shall mean those service levels set forth in the Service Level
Schedule.

     

    II.      
 “Taxes” shall mean any manufacturers, sales, use, gross receipts, excise,
personal property or similar tax or duty assessed by any governmental or
quasi-governmental authority upon or as a result of the execution or performance
of any service pursuant to this Agreement or materials furnished with respect to
this Agreement except any income, franchise, privilege or like tax on or
measured by Metavante’s net income, capital stock, or net worth.

     

    JJ.     
 “Term” shall mean the Initial Term and any extension thereof (including
any Renewal Term), unless this Agreement is earlier terminated in accordance
with its provisions.

     

    KK.    “Termination
Fee” shall have the meaning set forth in the Termination Fee
Schedule.

     

    LL.  
   “Third Party” shall mean any Entity other than the parties or
any Affiliates of the parties.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SERVICES
AND CHARGES SCHEDULE

     

    A.      [intentionally
omitted]

     

    B.      [intentionally
omitted]

     

    C.      CSP
Services and Fees;

     

    
      	
              Metavante
      Online Bill Management

            	 
      
	
              Metavante
      One-Time Setup

            	
              ***

              Includes
      the setup with Metavante, branding of the web site and use of the Remote
      Log-in and Remote Enrollment for Pay Anyone and/or Total Bill Management
      (TBM).

            
	
              Monthly
      Minimum

            	
              Months
      1 – 12

              Months
      13 – 30

              Months
      31 – 48

            	
              $1,250.00

              $1,500.00

              $2,000.00

            
	
              Pay
      Anyone plus e-bills

              Provides
      customers the ability to pay any one within the United States or its
      territories including Guam, Puerto Rico and the US Virgin
      Islands.  The system also provides the ability to enter
      recurring and future dated payments, view payment history and choose
      payees from the extensive list of payees available through
      Metavante.  Also, any bills that are distributed to Metavante
      through the Metavante e-billing network are available for customers to
      receive, view and pay.

            
	
              User-Fee

            	
              ***
      per use per month, includes 10 transactions, 5 e-bills and second tier
      support

            
	
              Transaction
      Fee

            	
              ***
      per transaction in excess of 10 per user per month

            
	
              Optional
      Total Bill Management

            	 
      
	
              User
      Fee

            	
              ***
      per user per month including 10 transactions, 5 scanned bills and second
      tier support

            
	
              Transaction
      Fee

            	
              ***
      per transaction in excess of 10 per month

            
	
              Optional
      Customer Service Tool (CST)

            	 
      
	
              The
      Customer Service Tool can be used by Ideal Financial Solutions to perform
      customer care.

            
	
              CST
      One-Time Setup

            	
              $1,500.00

              Includes
      the setup with Metavante and unlimited CSR access.

            
	
              CST
      Monthly Maintenance

            	
              $125.00

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              Optional
      Metavante Managed Customer Care

            	 
      
	
              24x7,
      full or lightly branded

            	 
      
	
              Optional
      Customer Care

              Optional
      Custom Greeting

            	
              ***
      per user per month

              $3,000.00
      one-time fee

              $300.00
      per month

            
	
              Other
      Fees

            	 
      
	
              Enrollment

            	
              ***
      per new user

            
	
              Additional
      e-bills above 5 per user

            	
              ***
      per e-bill per user per month

            
	
              Scanned
      Bills

            	
              ***
      per scanned bill above 5 per user per month

            
	
              Stop
      Payment

            	
              ***
      

            
	
              NSF
      Fee

            	
              ***
      

            
	
              Proof
      of Payment

            	
              ***
      

            
	
              Retrieval
      from Billing Image Archive

            	
              *** per
      occurrence

            
	
              Optional
      Consumer Billing

            	
              *** per
      user per month

            
	
              Optional
      Data Extract

            	
              ***
      per user per month

            
	
              Optional
      end-of-year CD

            	
              $20.00
      per CD

            
	
              Misrouted
      Calls

            	
              *** per
      call over 3% of total monthly volume of calls

            
	
              CST
      Training

            	
              ***
      per web seat, unlimited users

            
	
              Custom
      Development/Reporting

            	
              Per
      quota

            
	
              Professional
      Services Rate

            	
              $175.00
      per hour

            
	
              Optional
      “Flash” Demo

            	
              $3,000.00

            
	
              Any
      telecommunications Fees incurred by Ideal Financial Solutions are Ideal
      Financial Solution’s responsibility.  Metavante will direct bill
      the toll-free number for customer care to Ideal Financial
      Solutions.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TERMINATION
FEE SCHEDULE

     

    
      	
              1.

            	
              Termination for
      Convenience. Except as set forth in Paragraph 3 below, if Customer
      elects to terminate this Agreement or any Service for any reason, Customer
      shall pay Metavante the Termination Fee computed in accordance with this
      Termination Fee Schedule. The Termination Fee shall be paid prior to the
      Effective Date of Termination of the Agreement or Service, as
      applicable.

            


    

     

    
      	
              2.

            	
              Termination for Cause
      by Metavante. If Metavante terminates this Agreement in accordance
      with Sections 8(b) or 8(c) of the Agreement, Customer shall pay Metavante
      the Termination Fee as set forth in this Termination Fee Schedule. The
      Termination Fee shall be paid prior to the Effective Date of
      Termination.

            


    

     

    
      	
              3.

            	
              Termination for Cause
      by Customer. If Customer terminates this Agreement in accordance
      with Sections 8(b) or 8(c), then Customer shall not be obligated to pay
      Metavante the Termination Fee.

            


    

     

    
      	
              4.

            	
              Termination
      Fee. The Termination Fee shall be an amount equal to sixty percent
      (60%) of the Estimated Remaining Value of the terminated
      Services.

            


    

     

    
      	
              5.

            	
              Rebate of Termination
      Fee. Subject to Metavante rights under Section 6 below, Customer
      shall receive a rebate of a portion of any Termination Fee paid by
      Customer hereunder in the event that Customer shall enter into a new
      exclusive agreement with Metavante to receive the Initial Services within
      six (6) months following the Effective Date of Termination. Such rebate
      shall be determined according to the following
  schedule:

            


    

     

    
      	
              Number of Months
      Following Termination

            	
              Rebate

            
	
              1

            	
              100%

            
	
              2

            	
              5/6

            
	
              3

            	
              4/6

            
	
              4

            	
              3/6

            
	
              5

            	
              2/6

            
	
              6

            	
              1/6

            


    

    


     

    
      	
              6.

            	
              Payment of
      Rebate. The applicable rebate of the Termination Fee shall become
      payable to Customer upon execution of a new exclusive agreement for
      Initial Services by and between Customer and Metavante within six (6)
      months following the Effective Date of Termination (the “New Agreement”).
      The terms of such New Agreement shall be as mutually agreed by the parties
      and nothing herein shall obligate Metavante or Customer to accept any
      terms or conditions, whether or not previously acceptable to either of
      them. The rebate may be paid to Customer by Metavante, in its sale
      discretion, in the form of a discount to fees payable by Customer under
      the New Agreement or as a credit against implementation, conversion,
      training, or professional services fees payable by Customer, or in such
      other manner as Metavante shall
decide.

            


    

     

    
      	
              7.

            	
              Revocation.
      Customer’s right to receive the rebate of the Termination Fee as provided
      under Section 5 above may not be cancelled or revoked except by a written
      instrument signed by Metavante expressly revoking Customer’s right to
      receive such rebate delivered prior to execution of the New
      Agreement.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SERVICE
LEVEL SCHEDULE

     

    
      	
              I.

            	
              [Intentionally
      omitted]

            


    

     

    
      	
              II.

            	
              [Intentionally
      omitted]

            


    

     

    
      	
              III.

            	
              CSP
      Services

            


    

     

    
      	
               
      

            	
              A.

            	
              Call Center
      (Tier One Only)

            


    

     

    85% of
inbound calls received each month shall be answered within 30 seconds, based on
a system wide average. If misdirected calls are 3% or more of Customer’s total
monthly volume routed to the Metavante call center, the foregoing standards do
not apply and a $10 fee will be charged for each misdirected call.

     

    The
monthly average abandoned call rate shall not exceed five percent (5%) of all
incoming calls (does not include calls answered by an automated response unit),
based on a system wide average.

     

    Metavante
will respond to e-mail inquiries as follows: 95% within 2 business days, 100%
within 5 business days (measured monthly, based on a system wide
average).

     

    
      	
               
      

            	
              B.

            	
              Claim Inquiring
      Processing (measured monthly, based on a system wide
      average)

            


    

     

    Standard
Research Inquiries. End User initiated research will be handled within three (3)
Business Days, 90% of the time, after the initial contact to Metavante Customer
Service by the End User.

     

    Escalated
service cut-off Inquiries, mortgage payments and insurance payments will be
handled within one (1) business day after the initial consumer contact 90% of
the time. By definition, “handled” includes items brought to resolution and
items that require more information from the End User or payee before they can
be brought to resolution.

     

    Pending
status inquiries will be tracked by or on the next action date and follow up
will continue until the problem is resolved. The follow-up with End Users and
payees will occur on the date of next follow-up 80% of the time.

     

    
      	
               
      

            	
              C.

            	
              Processing.
      Payments entered into the system by 3:00 p.m., CST/CDT will be processed
      in that day’s processing cycle. Any payments entered after the cutoff time
      will be processed in the next available
cycle.

            


    

     

    
      	
               
      

            	
              D.

            	
              Presentment.
      For properly formatted bills and notices received by 8 AM. CT, bill
      summary data and image shall be available to the End Users of Metavante’s
      CSP Services by 8 PM CT the following business day. Business days are
      defined as Monday through Saturday with the exception of Holidays observed
      by Metavante. Received is defined as delivery to the processing center.
      Properly formatted is defined as correct address on the bill/notice and
      payee/account number exists on the consumer
  profile.

            


    

     

    
      	
               
      

            	
              E.

            	
              Technical Operations
      Service Levels

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              System
      Availability

            	
              98.5%
      monthly

            	
              System
      availability is defined as the tome when the network, database and other
      elements under direct Metavante control are available and responsive to
      remote customer service inquiry, minus the scheduled down time utilized
      for system maintenance as described in Section 4.

              Major
      upgrades and annual maintenance will be performed during a scheduling
      window beginning at 1a.m. CT.

            
	
              End
      User Internet Service Response Time

            	
              For
      the application services that respond to requests from the CSP user
      interface, response times measured at the server will be less than 4
      seconds.

            	
              End-to-end
      UI response times are a function of the response times of the public
      internet, the application services and internal data network, user’s “last
      mile” connectivity to the internet, and configuration of the desktop
      machine and browser. Of these the elements within Metavante’s control are
      the application services, internal data network, and connectivity to the
      public internet.

            
	
              Systems
      Maintenance – Communication to Client of all scheduled
    events

            	
              All
      scheduled system maintenance will be performed beginning at 1am
      CT.

              Metavante
      will display a “Sorry – Unavailable” page, during periods of system
      unavailability.

              Scheduled
      system maintenance periods will be no longer than the
      following:

              ·Minor upgrades
      – 15 minutes

              ·Monthly
      maintenance – 1 hour/month

              ·Major upgrades
      – 4hr/quarter

              ·Annual
      maintenance – 5hr/yr

              Minor
      upgrades and monthly maintenance will be scheduled at least 3 days in
      advance.

              Major
      upgrades and annual maintenance will be scheduled 8 weeks in
      advance.  Major changes to the functionality and user interface
      of the products will be communicated to Client at least 6 weeks in advance
      of deployment.  Release notes will be provided 4 weeks before
      the upgrade, detailing the changes that impact customers and
      administrators.

              All
      changes to code and process will be thoroughly tested by Metavante, all
      functions affected or indirectly by the changes will be regression tested,
      stress tested, and intrusion tested, and agreed to by the QA Manager, and
      all UI changes will be reviewed and agreed to by the Product manager at
      Metavante.

            


    

    


     

    
      	
               
      

            	
              F.

            	
              Priority Response and
      Escalation Procedures for Business-to-Business Support. The
      following table describes each priority level and shows corresponding
      examples and time frames for status
updates.

            


    

     

    
      	
              Priority
      Level

            	
              Description

            	
              Communication

              and
      Status Updates

            
	
              0

            	
              ·Production
      stoppage.

              ·Problem causes
      a production system to be inoperative, in turn using Customer to be unable
      to continue delivering documents to the End User.

              ·In addition,
      Customer has been unable to resolve or circumvent the
    problem.

            	
              Within
      30 minutes initially, thereafter at a maximum of 2 hours or as mutually
      agreed upon.

            
	
              1

            	
              ·Project
      progress stopped.

              ·Production
      delayed but alternative available.

              ·Problem causes
      a system to be inoperative, in turn causing Customer to be unable to
      execute an imminent conversion.

            	
              Within
      90 days initially, thereafter every 4 hours or as mutually agreed
      upon.

            
	
              2

            	
              ·Project
      delayed.

              ·Abends in
      testing phase.

              ·In a
      production or testing system, problem causes some customer-directed output
      to be incorrect.

            	
              Within
      4 hours initially, thereafter every 24-48 hours or as mutually agreed
      upon.

            
	
              3

            	
              ·Enhancements

              ·General
      questions

              ·Request for
      suggestions/alternatives

              ·In a
      production or testing system, a cosmetic error, but system as a whole
      continues to operate.

            	
              Within
      48 hours initially, thereafter as mutually agreed
  upon.

            


    

    
      	
              ·

            	
              Some
      problems, because of the nature of their complexity, may require
      additional time to resolve. Metavante will promptly notify and review
      these situations with Customer to determine the best course of
      action.

            


    

     

    
      	
               
      

            	
              G.

            	
              [Intentionally
      omitted.]

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              H.

            	
              Remedies and
      Cure. Customer shall notify Metavante in writing of any alleged
      breach of any Service Level. Metavante shall immediately commence
      corrective actions and shall have (i) ninety (90) days to demonstrate
      re-achievement of any Service level that is measured on a monthly basis,
      (ii) thirty (30) days to demonstrate re-achievement of any Service level
      measured on a weekly basis, and (iii) five (5) days to demonstrate
      re-achievement of any Service Level measured on a daily basis. During this
      time period, Metavante shal1 use reasonable efforts, at its own expense,
      to remedy the breach. Metavante’s failure to remedy the breach within this
      time period shall entitle Customer to recover Damages as permitted under
      the Agreement.

            


    

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDMENT
TO E-FINANCE SERVICES AGREEMENT

     

    This
Amendment to the E-Finance Services Agreement dated November 23, 2004 (the
“Agreement”), is made this 1st day of March (“Amendment Effective Date”) by and
between Metavante Corporation (“Metavante”), and Ideal Financial Solutions
(“Customer”).

     

    NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Metavante and Customer agree as follows:

     

    
      	
              1.

            	
              Amendment
      to Agreement. As of the Amendment Effective Date of this Amendment above,
      the Services and Charges schedule of the Agreement shall be amended as
      follows:

            


    

     

    
      	
              Migration

            	 
      
	
              Data
      Migration Fee

            	
              $2500.00

            
	
              Customer’s
      Client data, including all history will be migrated from the MoneyPark CSP
      to the Customer’s branded site.

               

            
	
              User
      Fee

            	 
      
	
              Total
      Bill Management

            	
              ***
      per user per month, includes 10 payment transactions, 10 scanned bills, 5
      ebills and 2nd
      tier support.

            


    

     

    
      	
              2.

            	
              Continuance
      of Agreement. Except as amended herein, the conditions and terms of the
      Agreement shall remain in full force and
effect.

            


    

     

     

    
      	
              3.

            	
              Binding
      Agreement. Each party executing this Amendment agrees to be bound by all
      the terms and conditions contained in the Agreement as modified by this
      Amendment.

            


    

     

     

    
      	
              4.

            	
              Miscellaneous.
      Capitalized terms used in this Amendment which are not otherwise defined
      shall have the meanings ascribed thereto in the
  Agreement.

            


    

     

    THE
PARTIES HERETO ACKNOWLEDGE THAT EACH HAS READ THIS AMENDMENT, UNDERSTANDS IT,
AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS AS STATED
HEREIN.

     

    IN
WITNESS HEREOF. the parties hereto, through their duly authorized officers and
agents, hereby execute this Amendment on the date before written.

     

    
      	
              Ideal
      Financial Solutions

              906
      North 1400 West

              Saint
      George, UT 84770

            	
              METAVANTE
      CORPORATION

              4900
      W. Brown Deer Road

              Brown
      Deer, WI 53223

            
	
               

              By:   /s/                                                                                      
      

              Name:  ­­_____________________________________

              Title:    _____________________________________

            	
               

              By:   /s/                                                                                      
      

              Name:  Frank
      G. D’Angelo

              Title:    Senior
      Executive Vice President

                           Payment
      Solutions Group

            
	 
      	
               

              By:   /s/                                                                                      
      

              Name:  David
      S. Fortney

              Title:    SVP,
      Division Executive EPP

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDMENT
TO THE E-FINANCE SERVICES AGREEMENT

     

    THIS AMENDMENT (“Amendment”), to the
Services Agreement dated November 23, 2004, (the “Agreement”) is made as of this
8th  day
of September 2009 (“Effective Date”), by and between the undersigned parties,
and does hereby after, amend, and modify the Agreement and supersedes and takes
precedence over any conflicting provisions contained in the
Agreement.

     

    FOR GOOD AND VALUABLE CONSIDERATION,
the receipt and sufficiency of which are hereby acknowledged, the undersigned
parties agree as follows:

     

    1.      Amendment
to the Agreement.

     

    
      	
               
      

            	
              a.

            	
              The
      Initial Term of the Agreement is hereby extended for a period of
      forty-eight (48) months from the Effective Date of this
      Amendment.

            


    

     

    
      	
               
      

            	
              b.

            	
              In
      addition to the Services provided under the Agreement, Customer desires to
      receive and Metavante agrees to provide Expedited Payment Services via the
      Bill Payment Manager service in accordance with Exhibit A attached
      hereto.

            


    

     

    
      	
               
      

            	
              c.

            	
              All
      references to “CSP Services” in the Agreement are hereby deleted and
      replaced with “Bill Payment
Services”.

            


    

     

    
      	
               
      

            	
              d.

            	
              Paragraph
      4 of the Termination Fee Schedule is hereby deleted in its entirety and
      replaced with the following:

            


    

     

    4.           Termination Fee. The
Termination Fee shall be an amount equal to eighty-five percent (85%) of the
Estimated Remaining Value of the terminated Services.

     

    2.      Continuance
of Agreement. Except as amended herein, the conditions and terms of the
Agreement shall remain in full force and effect.

     

    3.      Binding
Agreement. The parties hereto acknowledge that each has read this Amendment,
understands it, and agrees to be bound by its terms and conditions as stated
herein.

     

    4.      Miscellaneous.
Capitalized terms used in this Amendment, which are not otherwise defined
herein, shall have the meanings ascribed thereto in the Agreement.

     

    IN WITNESS WHEREOF, the undersigned
parties have duly executed this Amendment in a manner appropriate to
each.

     

    
      	
              IDEAL
      FINANCIAL SOLUTIONS (“Customer”)

              906
      North 1400 West

              Saint
      George, UT 84770

            	
              METAVANTE
      CORPORATION (“Metavante”)

              4900
      W. Brown Deer Road

              Brown
      Deer, WI 53223

            
	
               

              By:   /s/                                                                                      
      

              Name:  _____________________________________ 
      

              Title:    _____________________________________

            	
               

              By:   /s/                                                                                      
      

              Name:  Frank
      G. D’Angelo

              Title:    Senior
      Executive Vice President

                           Payment
      Solutions Group

            
	 
      	
               

              By:   /s/                                                                                      
      

              Name:  David
      S. Fortney

              Title:    SVP,
      Division Executive EPP

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    EXPEDITED
PAYMENTS SERVICES

     

    1.      Description

     

    Expedited
Payments” shall mean payments that are initiated via the Expedited Payments User
Interface available in the Branded Website or payments initiated with the
Expedited Payment indicator via Web Services. These payments are processed when
received instead of waiting for the payment processing cutoff time defined in
BILL PAYMENT MANAGER SERVICE LEVEL SCHEDULE and are remitted via ACH or
overnight check according to the Payee managed lead times as established by the
client.

     

    2.      Payment Funding, Fees, and
Settlement. Prior to submission by the End User of an Expedited Payment
request to Metavante, Customer is responsible for authenticating End Users and
their associated funding account information. Electronic payments funded from an
End User’s DDA will be initiated as soon as possible, utilizing the ACH for
funds clearing. If Customer chooses to implement a “direct check” model,
Customer agrees to authorize Metavante to initiate “direct check” transactions
on behalf of End Users requesting overnight check Expedited
Payments.

     

    Subject
to the specifications of the Customer, the End User may incur fees for some or
all types of Expedited Payments. Fees will be collected directly from the End
User on behalf of the Customer as a separate transaction to the End User’s DDA,
and will be initialed upon receipt of the Expedited Payment request. If a
convenience fee is returned to Metavante, and Metavante is unable to retrieve
the convenience fee from End User, the Customer is solely responsible for
further collection of fees from End User. Metavante will settle with Customer on
a monthly basis for the total of Expedited Payment convenience fees collected
throughout the month. If Metavante has settled with Customer for a convenience
fee which was later determined to be uncollectible, Customer will reimburse
Metavante.

     

    Metavante
will complete the Expedited Payment requests in accordance with the delivery
date provided to the End User or Customer by Metavante. In the event that an
Expedited Payment processed by Metavante is past due, the Late Fee
Responsibility Schedule will apply.

     

    3.      Limitations.
Expedited e-payments are available for a limited number of payees. Availability
of Expedited Payment options will be limited based on biller capabilities, time
of day, payment delivery mechanisms and other factors. Expedited overnight
checks will be unavailable for delivery to PO Box addresses or locations in AK,
HI, or any foreign or U.S. territory outside of the contiguous 48 states and
District of Columbia. The End User is responsible for entering and verifying any
address for overnight check payments to ensure it is correct and is specified as
a valid overnight package address by the biller.

     

    Due to
the inherent need to expedite the payment, payment instructions will be
completed immediately upon submission of a request from a End User. The End User
will not have the ability to edit or cancel the payment instruction after he has
confirmed the payment request.

     

    4.      Expedited Payment
Fees.

     

    Transaction Fees:

     

    
      	
              Number
      of Transactions

            	
              e-Payments

            	
              Overnight
      Checks

            
	
              0 -
      2,000

            	
              ***
      

            	
              *** 
      *

            
	
              2,001
      – 3,000

            	
              ***
      

            	
              *** 
      *

            
	
              3,001
      – 5,000

            	
              ***
      

            	
              *** 
      *

            
	
              5,001
      – 10,000

            	
              ***
      

            	
              *** 
      *

            
	
              10,001+

            	
              ***
      

            	
              *** 
      * 

            


    

    
      	
              *All
      overnight delivery charge increases will be passed through the
      Customer.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Additional Fees:

     

    
      	
              Item

            	
              Fee

            
	
              Research
      Request on Expedited Payment:

            	
              *** or
      Research and Request fee amount specified in the
  Agreement

            
	
              Debit
      Return for NSF or other reason

            	
              ***
      or Debit Return fee amount specified in the Agreement

            
	
              Branding
      Allocation

              Site
      Branding Credit (10 hours)

            	
              Waived

            
	
              Implementation
      Fee

            	
              Waived

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    LATE
FEE RESPONSIBILITY SCHEDULE

     

    Bill
Payment Manager

     

    
      	
              Reason
      for Late Payments

            	
              Responsibilities
      for Paying Late Charges/Penalties

            
	 
      	
              Metavante

            	
              Customer

            	
              End
      User

            
	
              Not
      Sent as Scheduled

            	
              X

            	 
      	 
      
	
              Incorrect
      information Supplied by Metavante

            	
              X

            	 
      	 
      
	
              U.S.
      Mail or Overnight Carrier Delay

            	 
      	 
      	
              X

            
	
              **Delay
      by Merchant

            	 
      	 
      	
              X

            
	
              Failure
      of Customer to Maintain Payee Updates

            	 
      	
              X

            	 
      
	
              Intervention
      by Customer

            	 
      	
              X

            	 
      
	
              Incorrect
      Entry by Customer

            	 
      	
              X

            	 
      
	
              Scheduled
      Incorrect Number of Days before Due Date

            	 
      	 
      	
              X

            
	
              Scheduled
      Incorrectly

            	 
      	 
      	
              X

            
	
              Incorrect
      information Supplied by End User

            	 
      	 
      	
              X

            


    

     

    For
purposes of this Schedule, certain terms are defined as follows:

     

    “Payment
Date” is the date that the Customer or End User requests that a payment be
completed.

     

    “Payment
Due Date” is the date on which a payment is due, as set by the applicable payee,
or if such day is not a Business Day, the most recent Business Day preceding
such date.

     

    “Payment
Delivery Date” is either (a) the date disclosed by Metavante as the date on
which the payment will be delivered to the payee, or (b) the date determined
according to the lead days and cut-off times required for the applicable
payee.

     

    “Payment
Request Date” is the date that a payment request is received by
Metavante.

     

    In the
event that Metavante is responsible for a late charge according to the above
chart, Metavante will reimburse any payee-imposed late fees, up to $50.00,
incurred by any End User provided that the following conditions are
met:

     

    1.      The
Payment Date occurs on or prior to the Payment Due Date.

     

    2.      Either
(a) the Payment Due Date occurs on or after the Payment Delivery Date, or (b) if
no Payment Delivery Date applies, the Payment Due Date occurs after either (i)
the third business day after the Payment Request Date for electronic payments,
or (ii) the fifth business day after the Payment Request Date for payments by
check or draft.

     

    Metavante
will attempt on behalf of the End User to have late fees reversed or waived,
even when payments have not been timely initiated. Notwithstanding the
foregoing, Metavante will not reimburse any amount of late fees in connection
with court ordered payments or payments to government entities. Metavante
reserves the right to require proof of payment of any late fee by the End User
prior to reimbursing Customer or the End User.

     

    **Delay
by Merchant electronic payments is the responsibility of Metavante.

     

    **Delay
by Merchant for check payments is the responsibility of the End
User.

     

    Amendment
to Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS
AMENDMENT (THE “AMENDMENT”) IS MADE AS OF THIS 5th DAY OF February
2009, AND HEREBY AMENDS AND TAKES PRECEDENCE OVER ANY CONFLICTING TERMS IN THAT
CERTAIN AGREEMENT DATED , 200_, BETWEEN THE
UNDERSIGNED PARTIES (THE “AGREEMENT”), PURSUANT TO WHICH METAVANTE PROVIDES, AND
THE UNDERSIGNED FINANC.IAL INSTITUTION RECEIVES, BILL PAYMENT
SERVICES.

     

    
      	
               
      

            	
              A.

            	
              Request
      for Limit Change. Metavante provides bill payment services to the
      undersigned financial institution for its customers (“Users”). By this
      form, the undersigned financial institution (the “FI”), either itself or
      through its authorized agent, hereby authorizes the transaction and/or
      daily limit change(s) described below by initialing in the blank next to
      the authorized change. In consideration of and as a condition precedent to
      Metavante making such change(s), the FI shall assume the additional
      responsibility as provided in Paragraph (B)
  below.

            


    

     

    
      	
              Transaction Limit
      Change

            	
              Daily Limit
      Change

            
	
              All
      Users

              ___
      that Metavante change the transaction limit for all Users to
      $___________.  This limit will apply to all Users established
      for or at the request of the FI.  This limit will apply to all
      new and existing User accounts of Metavante’s bill payment system unless
      the FI specifically requests a different limit for the
    User.

            	
              All
      Users

              ___
      that Metavante change the daily limit for all Users to
      $___________.  This limit will apply to all Users established
      for or at the request of the FI.  This limit will apply to all
      new and existing User accounts on Metavante’s bill payment system unless
      the FI specifically requests a different limit for the
    User.

            
	
               

              Single
      User

              ___
      that Metavante change the transaction limit for a single
User:

              Consumer
      Name: Ideal Financial Solutions, Inc.

              Consumer
      Bill Pay ID Number: ___________________

              New
      Transaction Limit $ _________________________

            	
               

              Single
      User

              ___
      that Metavante change the daily limit for a single User:

              Consumer
      Name: Ideal Financial Solutions, Inc.

              Consumer
      Bill Pay ID Number: ____________________

              New
      Transaction Limit $
__________________________

            


    

     

    
      	
               
      

            	
              B.

            	
              Liability
      for Funded Amounts. The lights and responsibilities of the FI and
      Metavante for bill payments shall remain as established under the
      Agreement. However, the FI agrees to be exclusively responsible for, and
      shall, upon Metavante’s demand or request, reimburse Metavanta for, any
      amounts which Metavante has funded pursuant to the above authorization if
      Metavante reasonably believes it cannot collect such amounts from the
      applicable User for any reason.

            


    

     

    The
agreements and responsibilities set forth herein shall remain in effect unless
and until Metavante receives and processes a writing signed by the FI
specifically revoking or modifying this Amendment. The FI shall remain
responsible for payments initiated by the applicable User(s) prior to such
revocation or modification.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties hereto, by their duly authorized representatives,
hereby execute this Amendment as of the date first written above.

     

    
      	
              Ideal Financial
      Solutions,
      Inc.                                                          

              Financial
      Institution Name

            	
              METAVANTE
      CORPORATION

            
	
               

              _______________________________________________

              Financial
      Institution Sponsor ID Number

            	
              ______________________________________________

              Signature
      of Metavante Representative and Date

            
	
               

              /s/                                                                                                         
      

              Signature
      of Financial Institution Representative

            	
               

              ______________________________________________

              Name
      and Title

            
	
               

              _______________________________________________

              Name
      and Title

            	 
      
	
               

              _______________________________________________

              Telephone
      Number

            	
               

               

               

            
	
               

              _______________________________________________

              E-mail
      Address

            	
               

              Please
      return this completed form to:

              Metavante
      Corporation

              Electronic
      Bill Presenment & Payment

              Fax
      (877) 329-7298