OFFICE.COM CONFIDENTIAL

Exhibit 10.11 to the Form 10-KSB for year ended 1999

                      INTEGRATED BUSINESS CENTER AGREEMENT

THIS INTEGRATED  BUSINESS CENTER AGREEMENT (the  "Agreement") is made as of this
15th day of December,  1999 (the "Effective  Date") between  Office.com.  Inc. a
Delaware  corporation,  located at 300 Park Avenue South,  15th Floor, New York,
New York 10010,  Attn: Vice President,  Business  Affairs,  Fax: (212) 995-7781,
email: contract_notice@office.com ("Office.com"), and ebank.com, Inc., a Georgia
corporation,  located at 2410 Paces  Ferry  Road,  Suite 190,  Atlanta,  Georgia
30339, Attn: Rich Parlontieri,  Tel: (770) 863-9229, Fax: (770) 863-9228, email:
rparlontieri@ebank.com ("ebank").

                                    RECITALS

A.       Office.com is the operator of an Internet World Wide Web site currently
         available  through  the URL  http://www.office.com  (together  with any
         successor sites, the "Office.com Site").

B.       ebank is the  operator  of an  Internet  World Wide Web site  currently
         available through the URL http://www.ebank.com ("ebank Site").

C.       ebank desires to retain  Office.com to create an online Business Center
         that will combine  certain  Office.com  Brand  Features,  certain ebank
         Brand  Features,  and  certain  Office.com  content,  and that  will be
         accessible from within the ebank Site

D.       In  connection  therewith,  ebank  desires to license  from  Office.com
         certain text, graphics,  data, and/or HTML material that appears on the
         Office.com Site.

In consideration of the mutual promises  contained herein,  the parties agree as
follows:

1.       Definitions:  Unless otherwise  stated,  capitalized terms used in this
Agreement shall have the meanings attributed to them in Exhibit A hereto,  which
is hereby incorporated by reference.


2.       Grant of Licenses.

         2.1 Office.com's Grant of Licenses. Subject to the terms and conditions
of this Agreement, Office.com hereby grants to
                 ebank the following rights and privileges:

                  2.1.1 A non-exclusive, non-transferable (except as provided in
         Section  13.3),  worldwide,  limited  license to establish and maintain
         Links to the Business Center during the Term.

                  2.1.2 A non-exclusive, non-transferable (except as provided in
         Section 13.3), worldwide,  fully-paid license to store, use, reproduce,
         transmit,  and display the Office.com  Brand  Features  during the Term
         solely: (i) in the approved Links and on pages within the ebank Site as
         provided herein; and (ii) in connection with publicizing,  advertising,
         and promoting the Business  Center and the ebank Site.  ebank shall use
         the Office.com  Brand Features only in accordance with the restrictions
         on use set forth in Section  10 and any  written  guidelines  on use of
         Office.com's  trademarks provided to ebank.  Office.com may modify, add
         to, or delete from the individual  components  making up the Office.com
         Brand  Features at any time,  and shall provide  ebank with  reasonable
         notice of such changes.  Any and all goodwill  arising from ebank's use
         of the Office.com  Brand  Features  shall inure solely to  Office.com's
         benefit,  and neither during the Term nor after any termination of this
         Agreement shall ebank assert any claim to the Office.com Brand Features
         or associated goodwill.

                  2.1.3 Any licenses granted in subsection 2.1.2 shall terminate
         upon any termination of this Agreement.  At no time during or after the
         Term  will  ebank   challenge  or  assist   others  to  challenge   any
         Intellectual  Property  Rights  of  Office.com,   or  the  registration
         thereof, or attempt to register any trademarks, service marks, or trade
         names confusingly similar to the Office.com Brand Features.
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         2.2 ebank's Grant of Licenses.  Subject to the terms and  conditions of
this  Agreement,  ebank hereby  grants to Office.com  the  following  rights and
privileges:

                  2.2.1 A non-exclusive, non-transferable (except as provided in
         Section 13.3), worldwide,  fully-paid license to store, use, reproduce,
         transmit,  and display the ebank Brand Features  during the Term as may
         be reasonably necessary for Office.com to create, host, and service the
         Business  Center and otherwise to perform its  obligations and exercise
         its rights under this Agreement.

                  2.2.2 A non-exclusive, non-transferable (except as provided in
         Section 13.3), worldwide,  fully-paid license to store, use, reproduce,
         transmit,  and  display  the ebank  Brand  Features  during the Term in
         connection  with  publicizing,  advertising  and promoting the Business
         Center,  Office.com  and/or its  affiliates.  Office.com  shall use the
         ebank Brand Features only in accordance  with the  restrictions  on use
         set forth in Section 10 and any  written  guidelines  on use of ebank's
         trademarks provided to Office.com.  ebank may modify, add to, or delete
         from the  individual  components  making up the ebank Brand Features at
         any time, and shall provide  Office.com with reasonable  notice of such
         changes.  Any and all  goodwill  arising from  Office.com's  use of the
         ebank Brand Features shall inure solely to ebank's benefit, and neither
         during  the Term nor  after any  termination  of this  Agreement  shall
         Office.com  assert any claim to the ebank Brand  Features or associated
         goodwill.

                  2.2.3 Any  licenses  granted in this  subsection  2.2.2  shall
         terminate upon any termination of this Agreement.  At no time during or
         after the Term will Office.com  challenge or assist others to challenge
         any Intellectual Property Rights of ebank, or the registration thereof,
         or attempt to register any  trademarks,  service marks,  or trade names
         confusingly similar to the ebank Brand Features.

         2.3 Office.com  shall retain any and all rights  Office.com may have in
the  Office.com  Content  and  Office.com  Brand  Features,   including  without
limitation all Intellectual  Property Rights therein, and ebank shall retain any
and all rights ebank may have in the ebank Site, ebank Brand Features, including
without  limitation all  Intellectual  Property Rights  therein.  All rights not
expressly granted by a party in this Agreement are reserved to that party.

         3. The Parties' Responsibilities:

         3.1 ebank's Responsibilities. ebank shall be responsible for:


                  3.1.1 Cooperating with Office.com in the design,  creation and
         production  of the  Business  Center,  including,  without  limitation,
         providing  Office.com  with its  responses  to  design  and  production
         features of the Business Center in a timely manner, and delivery of the
         ebank Brand features,  Links,  and logos in a timely manner and in file
         formats reasonably requested by Office.com

                  3.1.2 in accordance with section 3.3 herein, the placement and
         maintenance  in the ebank Site of Links to the  Business  Center and to
         Office.com during the Term of this Agreement

                  3.1.3  taking  any  steps   determined  by  Office.com  to  be
         reasonably necessary to insure that the aforementioned Links, logos and
         Brand Features are  accurately  displayed and fully  functional  within
         standards that are customary in the industry for first class websites.

         3.2 Office.com's Responsibilities. Office.com shall be responsible for:


                  3.2.1  producing, creating, designing the Business Center in
         consultation with ebank.

                  3.2.2  serving and hosting the Business Center on an Office.
         com server during the Term of this Agreement;

                  3.2.4  placing ebank advertising on the Office.com Site as
         provided in Section 12; and

<PAGE>

                  3.2.5 updating and maintaining the Business Center,  including
         keeping  the  Business  Center  up  to  date  and  in  synch  with  the
         corresponding sections of the Office.com Site.

         3.3 Placement of Office.com  Link on the ebank Site:  Without  limiting
the  generality  of the  foregoing,  and in addition to any other  placement  of
Office.com Brand Features and/or links to Office.com  and/or the Business Center
within the ebank  Site,  during the Term of this  Agreement,  ebank  shall place
links to the Office.com Site and to the Business Center such that each such link
is  displayed  above  the fold on the  ebank  homepage  when  such  homepage  is
displayed in the 640 x 480 format.

         3.4 Technical  Integration.  Office.com  will make the Business  Center
available on an  Office.com  server,  to be linked to from the ebank Site, on or
about the Availability Date (as defined herein).

         3.5 Customer  Service.  Office.com will use its best efforts to address
and respond to all ebank technical,  administrative and service-oriented  issues
relating to the utilization, transmission and maintenance of the Business Center
in accordance  with the response and resolution  guidelines set forth in Exhibit
E. Notwithstanding the foregoing,  Office.com shall only be obligated to provide
support for the Business Center directly to ebank,  and shall have no obligation
to provide any support to users of the ebank Site or the Business Center.

         3.6 Fees.  ebank shall pay  Office.com the fees set forth in Exhibit C,
which is  hereby  incorporated  by  reference.  ebank  shall  pay  such  fees to
Office.com or its sales representative,  Winstar Interactive,  Inc., as directed
by Office.com.

         3.7  Modification  or Removal of Content or Brand  Features.  Except as
Office.com may expressly approve in advance in writing,  ebank will not alter or
remove any Office.com Content, any Links contained in any Office.com Content, or
any  Office.com  Brand  Features  in  any  manner,  and  specifically,   without
limitation, shall not alter, remove, or obscure any notice of copyright or other
Intellectual  Property  Rights that may appear in connection with any Office.com
Content or Office.com  Brand Features.  Office.com  shall have the right, in its
sole  discretion  and at any time,  to remove any  Office.com  Content  from the
Business Center if Office.com's right to redistribute such Office.com Content is
restricted  in  any  way,  or  for  any  other  reason.   Office.com  shall  use
commercially reasonable efforts to give ebank prompt notice of any such removal.

         3.8 Links. In addition to maintaining a Link to the Office.com Site and
to the Business Center as provided for in paragraph 3.3, ebank shall display and
maintain the Links specified in Exhibit B.

         3.9 Business Center  Availability.  During the Term,  Office.com  shall
insure that the Business  Center is operational and available for access through
the Internet for a 30-day average minimum of  ninety-eight  percent (98%) of the
time between the hours of 8:00 AM and 1:00 AM Eastern Time, seven days per week.
In the event that the site is available less than the required time,  Office.com
shall refund ebank a pro rata portion of the fee for the Business Center,  based
on down  time in excess  of such  minimum  each  month.  In the  event  that the
Business  Center is available for less than 85% of the time in any 30-day period
(exclusive of scheduled site maintenance, which Office.com will use commercially
reasonable efforts to perform during non-business  hours), ebank may cancel this
agreement  and obtain a pro rata refund of all fees paid based on the  remaining
amount of time in the Term.

         3.10 Traffic  Reports.  Office.com  will provide  ebank with weekly and
monthly user traffic  reports,  in a form to be determined by the parties.  Such
reports may be delivered in writing, by email, or made available online within 1
day after the end of the applicable period.

         3.11 Reverse  Traffic Fees. If and when  Office.com and ebank find that
significant  numbers of users are being driven to the  Office.com  Site from the
ebank Site or the Business Center,  Office.com and ebank shall negotiate in good
faith to agree on reasonable  compensation  to ebank for such user  traffic.  If
appropriate  or warranted,  such  arrangement  will be added at any extension or
renewal of this agreement.

<PAGE>

4.       The Business Center

         4.1 The  Business  Center  will  have the  "look and feel" of the ebank
Site,  and will  display the  Office.com  logo  and/or  other  Office.com  Brand
Features,  as specified by Office.com and approved by ebank, which approval will
not be withheld or delayed unreasonably. Office.com may include a version of the
Office.com  Site's  "Navigate"  functionality  that will  allow  users to access
content on the Business Center and on the Office.com Site.  Subject to the terms
of this  Agreement,  the  Business  Center will contain the  Office.com  Content
listed on Exhibit D (as such  Content  grouping may be changed from time to time
by Office.com with ebank's written approval, subject to Section 3.7), and search
functionality  in  substantially  the  form as they are  made  available  on the
Office.com  Site,  both as selected by  Office.com in  consultation  with ebank.
Results of searches and some  automated  headlines  may require users to link to
the Office.com  Site. The Business  Center will not include any services  and/or
functionality  permitting  users to undertake  purchases  or other  transactions
("E-commerce  Services")  if such  E-commerce  Services  are, or during the Term
become, available on the Office.com Site. E-commerce Services will be accessible
to ebank users,  if at all,  solely through Links in the Business  Center to the
Office.com Site.

         4.2 ebank hereby retains Office.com to consult in the creation,  design
and implementation of the Business Center  ("Production  Services").  The period
for which Office.com is retained to provide the Production  Services is from the
Effective Date until December 31, 1999.  ebank shall pay Office.com a Production
Fee in the amount and by the date stated in Exhibit C.

         4.3 The Business  Center will be hosted on a server  designated by, and
under the business control of, Office.com or its designees.

         4.4 Each Content Page will  compliment the "look and feel" of the ebank
Site, but will be designated "ebank Business Center,  Powered by Office.com" and
will  contain  both   Office.com   Brand   Features  and  ebank  Brand  Features
substantially as provided in Exhibit B (hereby  incorporated by reference) or as
otherwise agreed by the parties.

         4.5 Each Business  Center  Content Page will contain Links to the ebank
Site and to the Office.com  Site  substantially  as provided in Exhibit B, or as
otherwise agreed by the parties.

         4.6

                  4.6.1 During the Term,  Office.com will not provide a Business
         Center,  or any  combination  of  content  and  functionality  that  is
         substantially similar to the Business Center (collectively, a "Business
         Center Equivalent"), without ebank's written consent (which will not be
         delayed or withheld  unreasonably)  to or for (I) any other  commercial
         bank or bank holding company for use on, or in connection  with,  their
         online  commercial or consumer banking website,  or (II) any entity for
         use  on any  website  (or  one  of  multiple,  integrated  websites)  a
         principal  purpose of which website is to provide online  commercial or
         consumer  banking  services.  "Principal  purpose"  shall be determined
         according to reasonable  criteria,  including (without  limitation) the
         proportion of such website  dedicated to online  banking and the extent
         to which the rest of such website promotes,  and or is integrated with,
         the website's online banking function.

                  4.6.2 The  restriction  set forth in (II)  shall not apply to,
         (i) websites,  portals,  internet service providers, and other websites
         or services  which  aggregate  the  services of others,  provided  that
         online commercial or consumer banking is not a principal purpose of the
         aggregated  products or services,  (ii) websites  which provide  online
         credit card services,  online investment banking or brokerage services,
         or venture capital  services,  provided that they do not also engage in
         online commercial or consumer banking as a principal purpose, and (iii)
         AOL, Prodigy,  Yahoo,  Lycos,  Excite,  Go, Ask Jeeves,  Alta Vista, or
         similar sites, search engines, or services.

                  4.6.3 In the event that, during the Term,  Office.com provides
         a Business Center  Equivalent to an entity for use on, or in connection
         with, a website  which is not subject to the  restriction  stated above
         but which does provide  commercial or consumer online banking services,
         Office.com  shall  require in its



<PAGE>

         agreement with such entity that the Business  Center  Equivalent not be
         directly linked to, or be directly  accessible from, the portion of the
         site which  provides  commercial  or  consumer  banking  services,  and
         vice-versa.

         4.7 Office.com will use commercially  reasonable efforts to filter from
the Business  Center content from or pertaining to other providers of commercial
or consumer banking services.

         4.8 Subject to ebank's timely cooperation with respect to its technical
and design integration  obligations and other obligations hereunder,  Office.com
will make the Business Center available on the internet on or about February 28,
2000 (the "Availability Date").

5. Representations & Warranties

         5.1  Office.com  represents  and  warrants  that (i) it has full right,
power,  and  authority  to enter into and perform this  Agreement,  and that the
individual executing this Agreement on behalf of Office.com has actual authority
to do so; (ii) to Office.com's  knowledge as of the Effective Date, no claim has
been made that  Office.com does not or may not have the rights herein granted to
ebank;  and (iii) the Office.com Brand Features do not, and during the Term will
not, violate, conflict with or infringe upon any Intellectual Property Rights or
other rights whatsoever of any person or entity.

         5.2 ebank represents and warrants that (i) it has the full right, power
and authority to enter into and perform this agreement,  and that the individual
executing this agreement on behalf of ebank has actual  authority to do so; (ii)
no claim  has been made that  ebank  does not or may not have the  rights to any
ebank Brand  Features that will be displayed on in connection  with the Business
Center and (iii) the ebank Brand  Features do not, and during the Term will not,
violate,  conflict with or infringe  upon any  Intellectual  Property  Rights or
other rights whatsoever of any person or entity.

6. Indemnification

         6.1 Office.com,  at its own expense,  will  indemnify,  defend and hold
harmless ebank against any claim,  suit,  action,  or other  proceeding  brought
against  ebank based on or arising  from  Office.com's  material  breach of this
Agreement or any warranty or representation given hereunder;  provided, however,
that in any such case: (i) ebank shall provide  Office.com with prompt notice of
any such claim;  (ii) ebank shall  permit  Office.com  to assume and control the
defense of such action, with counsel chosen by Office.com,  provided, that ebank
shall be free to be represented by counsel of its own choosing,  at ebank's sole
expense;  and (iii) Office.com shall not enter into any settlement or compromise
of any such claim without ebank's prior written consent, which consent shall not
be  unreasonably  withheld  or delayed.  Office.com  will pay any and all costs,
damages, and expenses, including, but not limited to, reasonable attorneys' fees
and costs awarded  against  ebank in connection  with or arising from any claim,
suit, action or proceeding covered by the foregoing indemnity.

         6.2 ebank, at its own expense, will indemnify, defend and hold harmless
Office.com and its employees and agents,  against any claim,  suit,  action,  or
other  proceeding  brought against  Office.com  based on or arising from ebank's
material  breach of this  Agreement  or any  warranty  or  representation  given
hereunder;  provided,  however,  that in any such  case:  (i)  Office.com  shall
provide ebank with prompt notice of any such claim; (ii) Office.com shall permit
ebank to assume and control the defense of such action,  with counsel  chosen by
ebank,  provided,  that Office.com shall be free to be represented by counsel of
its own choosing,  at Office.com's sole expense; and (iii) ebank shall not enter
into any settlement or compromise of any such claim without  Office.com's  prior
written  consent,  which consent shall not be unreasonably  withheld or delayed.
ebank will pay any and all costs,  damages,  and  expenses,  including,  but not
limited to, reasonable  attorneys' fees and costs awarded against  Office.com in
connection with or arising from any claim, suit, action or proceeding covered by
the foregoing indemnity.

<PAGE>


7.       Limitation of Liability

IN NO EVENT  WILL  OFFICE.COM  BE LIABLE TO EBANK FOR ANY  SPECIAL,  INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL  DAMAGES,  WHETHER BASED ON BREACH OF CONTRACT,  TORT
(INCLUDING  NEGLIGENCE),  OR  OTHERWISE,  REGARDLESS  OF WHETHER SUCH DAMAGE WAS
FORESEEABLE AND WHETHER OR NOT OFFICE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH  DAMAGE.  THE  LIABILITY  OF  OFFICE.COM  FOR  DAMAGES OR  ALLEGED  DAMAGES
HEREUNDER,  WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IS LIMITED TO,
AND WILL NOT EXCEED,  THE AMOUNTS  THAT EBANK HAS PAID TO  OFFICE.COM  HEREUNDER
DURING THE TWELVE (12) MONTHS  IMMEDIATELY  PRECEDING  THE EVENT  GIVING RISE TO
SUCH DAMAGES.

8.       Term & Termination

         8.1 Term. This Agreement will become effective as of the Effective Date
and  shall  remain  effective  for a period of twelve  (12)  months  immediately
following the Availability  Date,  unless sooner  terminated as provided in this
Agreement (the "Term").

         8.2  Termination  for  Cause.   Notwithstanding  the  foregoing,   this
Agreement may be terminated by either party immediately upon notice if the other
party: (i) becomes  insolvent;  (ii) becomes the subject of a voluntary petition
in bankruptcy or any voluntary proceeding relating to insolvency,  receivership,
liquidation,  or  composition  for the  benefit  of  creditors;  (iii)  makes an
assignment  for the  benefit of its  creditors;  (iv)  becomes the subject of an
involuntary  petition in bankruptcy or any  involuntary  proceeding  relating to
insolvency,  receivership,  liquidation,  or  composition  for  the  benefit  of
creditors,  if such petition or  proceeding  is not dismissed  within sixty (60)
days of filing;  or (v) breaches any of its obligations  under this Agreement in
any  material  respect,  which breach is not  remedied  within  thirty (30) days
following  written  notice to such  party.  For  purposes of this  Section  8.2,
ebank's  failure to make a payment due pursuant to Section 4.2 and/or  Exhibit C
shall be deemed to be a material breach of this Agreement, and Office.com's sole
and  exclusive  remedy in such event shall be to terminate  this  agreement  and
discontinue the provision of services to ebank hereunder.

         8.3 Effect of Termination.  Any termination  pursuant to this Section 8
shall be without any  liability or obligation of the  terminating  party,  other
than with  respect to any breach of this  Agreement  prior to  termination.  The
provisions  of  Sections 1,  2.1.3,  2.2.3,  5, 6, 7, 8, 9 and 11, and Exhibit A
shall survive any  termination or expiration of this  Agreement,  as well as any
other provision which by its nature ought to survive.

         8.4 Right of First Negotiation  Commencing sixty (60) days prior to the
expiration of the Term,  Office.com  shall negotiate  exclusively  with Ebank in
good faith for a period of at least  thirty  (30) days with  respect to mutually
agreeable  terms  and  conditions  to  extend  the  Term of this  Agreement.  If
Office.com and ebank are unable to agree upon mutually agreeable terms after the
expiration of such thirty (30) day period,  then, subject to Section 8.3 herein,
each party  shall be  without  any  further  obligation  to the other  after the
expiration of the Term.

9.       Ownership

         9.1 By Office.com.  ebank  acknowledges and agrees that: (i) as between
Office.com  and ebank,  Office.com  owns all right,  title and  interest  in the
Office.com Site,  Office.com  Content,  and any Office.com Brand Features;  (ii)
nothing in this Agreement  shall confer or be construed to confer on ebank or an
Affiliate  of ebank any right of  ownership  or other  proprietary  right in the
Office.com Site,  Office.com  Content, or any Office.com Brand Features or other
Office.com  Intellectual  Property  Rights;  and  (iii)  neither  ebank  nor its
Affiliates  shall now or in the future  contest the  validity of the  Office.com
Brand Features or other  Office.com  Intellectual  Property  Rights.  Office.com
grants no licenses except as is expressly set forth in this Agreement.

         9.2 By ebank.  Office.com  acknowledges and agrees that: (i) as between
Office.com and ebank, ebank owns all right, title and interest in the ebank Site
and the ebank Brand Features or other ebank Intellectual  Property Rights;  (ii)
nothing in this  Agreement  shall confer in Office.com any right of ownership in
the ebank Brand Features;  and (iii)  Office.com  shall not now or in the future
contest the  validity of the ebank Brand

<PAGE>

Features.  ebank grants no licenses no licenses except as is expressly set forth
in this Agreement.

10       Public Announcements; Marketing and Promotion

         10.1 The  parties  will  cooperate  to create  any and all  appropriate
public  announcements  relating to the relationship set forth in this Agreement.
Neither  party shall make any public  announcement  regarding  the  existence or
content of this  Agreement  without the other  party's  prior  written  consent.
which, in the case of Office.com,  must be given by Office.com's  Vice President
of Marketing  and, in the case of ebank,  from ebank's CEO. The foregoing  shall
not limit the parties'  respective  rights to use and display the other parties'
Brand Features as set forth in Section 2.

         10.2  With  respect  to use,  display,  or  reproduction  of the  Brand
Features of the other party, each party will follow any written usage guidelines
provided by the other party.  Each party may use the trademarks,  service marks,
trade names and other Brand Features of the other party only in connection  with
the owner's  products and  services,  or to promote the  Business  Center or the
general relationship of the parties.  Neither party shall use the Brand Features
of the other to endorse,  market,  sell,  or promote any of its own  products or
services or those of any third party without the express  written consent of the
owner of such Brand  Features.  Each party shall  provide the other prior notice
and an  opportunity  to review and approve all use of the Brand  Features of the
other party.  Each party shall conduct all such review in a prompt  manner,  and
neither party shall  withhold or delay approval  unreasonably.  Each party shall
remove or  discontinue  any specific use of the Brand Features of the other upon
the other party's reasonable objection to such use.

         10.3 Prior to January 31, 2000,  or any earlier date that ebank becomes
committed to perform this  Agreement in its entirety  (the  "Commitment  Date"),
ebank  shall  not  disclose  the  existence  of this  Agreement,  the  terms and
conditions  hereof,  or the  existence  and/or nature of its  relationship  with
Office.com to any third party without  Office.com's  prior  approval which shall
not be unreasonably withheld.  Notwithstanding the foregoing, ebank may describe
its relationship  with Office.com in any private  placement  memorandum or other
document used in connection with ebank's capital raising efforts,  provided that
Office.com is afforded an opportunity to review and comment on such description,
and  provided  that all  recipients  of such  information  are  under a  written
obligation to keep such information confidential.

11. Confidentiality

         11.1 Confidential  Information.  "Confidential  Information" of a party
means (i) business or technical  information  of that party,  including  but not
limited  to  information  relating  to that  party's  software,  product  plans,
customers,  designs, costs, product prices and names, finances, marketing plans,
business  opportunities,  personnel,  research,  development,  trade secrets, or
know-how and the identity of each party's  third-party  content  suppliers;  and
(ii) any information designated by that party as "confidential" or "proprietary"
or which,  under the circumstances  taken as a whole, would reasonably be deemed
to be confidential; and (iii) the terms and conditions of this Agreement.

         11.2  Confidentiality  Obligations.  Each  party:  (i) will not use, or
disclose to any third party, any Confidential Information disclosed to it by the
other party except as expressly permitted in this Agreement;  and (ii) will take
all  reasonable  measures to maintain the  confidentiality  of all  Confidential
Information  of the other party in its  possession or control,  which will in no
event be less than the measures it uses to maintain the  confidentiality  of its
own information of similar importance.

         11.3   Exclusions.   "Confidential   Information"   will  not   include
information  that: (i) is or becomes  public  without breach of this  Agreement;
(ii)  the  receiving  party  lawfully   receives  from  a  third  party  without
restriction on disclosure and without breach of a nondisclosure  obligation;  or
(iii) the  receiving  party knew prior to receiving  such  information  from the
disclosing   party  or  develops   independently.   Either  party  may  disclose
Confidential  Information  of the  other  party:  (i)  pursuant  to the order or
requirement  of a court,  administrative  agency,  or other  governmental

body,  provided that the disclosing party gives  reasonable  notice to the other
party to contest such order or requirement;  and (ii) on a confidential basis to
its legal or financial advisors.

<PAGE>


12.      ebank Advertising

         12.1        During the Term of this Agreement, Office.com shall place
the following ebank advertising on the Office.com Site:

                  12.1.1 A 120 x 90 fixed  banner  above  the fold on the  first
         page of  either  of the  following  areas  (i)  Business  Management  -
         Financing; or (ii) Business Management - Financial Services;

                  12.1.2   A 120 x 90 fixed banner above the fold on the first
         page of the "Industry Focus - Financial Services" area;

                  12.1.3  During  the first  thirty  (30) day  period  after the
         Availability Date, ebank banner advertising,  in various sizes, will be
         placed  in  primary  advertising  locations  on  the  Office.com  Site,
         including 480 x 64 banners on the homepage of the Office.com Site.

         12.2     Office.com will use its best efforts to place ebank
advertising in unsold space on the  Office.com  Site, if and when such inventory
is available

         12.3 With  respect  to any ebank  advertising  provided  for above that
ebank  wishes to have  displayed on the  Office.com  Site,  ebank shall  provide
Office.com  with the  applicable  material  necessary to place such  advertising
("Advertising  Creative") no later than fifteen (15) days prior to the date such
advertising  is to first be  displayed.  Office.com  may  accept or  reject  any
Advertising Creative delivered by ebank in its sole discretion,  but must notify
ebank  in  writing,  within  five  (5)  business  days of  receipt  of any  such
Advertising Creative, of its rejection of the same. Office.com's failure to give
such  notice  within the period  stated  shall be deemed an  acceptance  of such
Advertising Creative.

         12.4  Modification  of  Current   Advertising.   For  the  purposes  of
conforming Advertising Creative to the standards,  editorial policies and design
of the  Office.com  Site as the  same  may be  updated  on a  continuing  basis,
Office.com  may  request  changes in  Advertising  Creative.  Upon  notice  that
Office.com  desires  such  changes,  Office.com  will  continue  to display  the
existing  advertising,  and ebank shall have three (3) business  days to deliver
conforming Advertising Creative.

         12.5  With  respect  to pages  on the  Office.com  Site on which  ebank
advertising is placed pursuant to sections 12.1 and 12.2 above,  Office.com will
not place advertising from any entity excluded under Section 4.6.

         12.6  When  and  if  Office.com   distributes   an  online   Office.com
newsletter:  no less  than  once per month  during  the Term of this  Agreement,
Office.com will make available to ebank a standard  advertising space within the
newsletter.  ebank may use such space to present an ebank promotional message of
ebank's  choosing,  subject to  Office.com's  standards  and  deadlines for such
newsletter.  Additionally,  ebank may include within such promotional  message a
Link to the homepage or other area of the ebank Site, to the Business Center, or
to third-party material relating to ebank to which ebank has permission to link,
as determined by ebank.  Office.com will not include such promotional message in
any issue of the  newsletter  that  contains  an article  concerning,  and/or an
advertisement for, another online commercial or consumer bank.

         12.7 ebank shall supply Office.com with a paragraph about ebank and, at
ebank's  option,  an ebank logo, for Office.com to include in an  ebank-specific
portion of an Office.com Site page (currently  entitled  "Partners")  containing
information about content providers and/or other entities selected by Office.com
associated  with the Office.com  Site.  Such paragraph and logo (if  applicable)
shall be subject to  Office.com's  standard  technical  specifications  for such
page.

<PAGE>

13.      Miscellaneous

       13.1 Notices. All notices,  consents, and other communications called for
or  permitted  by this  Agreement  shall  be in  writing,  and may be  given  by
confirmed facsimile  transmission,  by hand, by nationally- recognized overnight
delivery service,  or by U.S. certified mail (return receipt requested,  postage
and charges prepaid). Any notice,  consent, or communication may also be sent by
electronic  mail if it is  contemporaneously  sent by means of one of the  other
methods stated in this Section 13.1 other than facsimile. Notice shall be deemed
made when  actually  received  by the party to which  notice  is  provided.  All
notices,  consents and communications  will be sent to the respective  addresses
set forth in the heading to this  Agreement,  or to such other address as either
party may specify to the other in accordance with this Section 13.1.

         13.2 Key Contact: Each party shall designate,  and provide to the other
contact  information  for, a primary  business  contact and a primary  technical
contact for matters relating to this Agreement.  Neither party shall be required
to contact any other personnel of the other party  regarding any matter.  Either
party may designate a new primary  contact person by written notice to the other
party.

         13.3 Miscellaneous Provisions. Neither party may assign this Agreement,
in whole or in part,  without the other party's prior  written  consent,  except
that either  party may assign this  Agreement  without  consent in the case of a
merger,  reorganization,   acquisition,   consolidation,  or  sale  of  all,  or
substantially  all, of its  assets.  Office.com  may also assign this  Agreement
without  consent  to any  party  assuming  ownership  and/or  management  of the
Office.com  Site or its  successors.  Any attempt to assign this Agreement other
than as permitted herein will be null and void.  Without limiting the foregoing,
this  Agreement  will inure to the benefit of and bind the  parties'  respective
successors  and  permitted  assigns.  This  Agreement  will be governed  by, and
construed  in  accordance  with,  the  laws of the  State of New  York,  without
reference to principles of conflicts of laws, and without regard to its location
of execution or performance. If any provision of this Agreement is found invalid
or  unenforceable,  that  provision  will  be  enforced  to the  maximum  extent
permissible  and the other  provisions of this  Agreement  will remain in force.
Neither this  Agreement,  nor any terms and conditions  contained  herein may be
construed as creating or constituting a partnership,  joint venture, employment,
or agency relationship between the parties. Any use of the term "partner" or its
equivalent  is for  marketing  purposes and will have no bearing on the parties'
legal relationship. No failure of either party to exercise or enforce any of its
rights under this Agreement will act as a waiver of such rights.  This Agreement
and its exhibits are the complete and  exclusive  agreement  between the parties
with respect to the subject matter hereof, superseding and replacing any and all
prior and contemporaneous agreements,  communications, and understandings,  both
written and oral,  regarding  such subject  matter.  This  Agreement may only be
modified,  or any rights under it waived, by a written document executed by both
parties.  This Agreement may be executed in any number of  counterparts,  all of
which  taken  together  shall  constitute  a single  instrument.  Execution  and
delivery of this Agreement may be evidenced by facsimile transmission.

14.  Payment.  ebank  will pay the  Production  Fee (as set forth in  Exhibit C)
simultaneous  with  execution  of this  Agreement.  Notwithstanding  the payment
schedule set forth in Exhibit C, ebank's  obligation to pay the Maintenance Fee,
Office.com  Proprietary  Materials  Fee,  and Third  Party  Content Fee shall be
conditioned on ebank's receipt of irrevocable,  non-contingent  commitment(s) to
finance an  aggregate  of $10  million  from public or private  capital  raising
efforts (the "ebank  Financing").  Notwithstanding  the foregoing,  in the event
that ebank fails to (i) complete the ebank  Financing prior to January 31, 2000,
or (ii) otherwise  commit to pay the  Maintenance  Fee,  Office.com  Proprietary
Materials  Fee,  and Third  Party  Content  Fee within the strict  terms of this
Agreement,  Office.com shall be relieved of all its obligations  hereunder,  and
shall have no obligation to refund to ebank any portion of the  Production  Fee.
Office.com may elect at any time prior to the Commitment  Date to terminate this
Agreement by providing notice to ebank and refunding the $250,000 Production Fee
in its entirety, in which case both parties shall be relieved of all obligations
hereunder other than under Section 11 (Confidentiality).


<PAGE>



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

Office.com. Inc.                     Commerce Bank d/b/a ebank.com


By: /s/ Stuart B. Rickman            By: /s/  Richard A. Parlontieri
    ---------------------------          ---------------------------

Printed Name: Stuart B. Rickman      Printed Name: Richard A. Parlontieri

Title:  Chief Executive Officer      Title: Chairman and Chief Executive Officer



<PAGE>


                                    EXHIBIT A
                                    ---------

                                   DEFINITIONS

"Business  Center" shall mean the co-branded  World Wide Web site to be designed
and created by Office.com  containing  Office.com  Content, as more particularly
described in this Agreement.

"Commitment Date" shall have the meaning set forth in Section 10.3.

"Content  Pages"  shall mean those pages on the  Business  Center  that  contain
Office.com  Content along with both  Office.com  Brand  Features and ebank Brand
Features.

"ebank Brand  Features"  shall mean all  trademarks,  service marks,  logos and
other distinctive  brand features of ebank including,  without  limitation,  the
trademarks, service marks and logos described in Exhibit B.

"ebank Financing" shall have the meaning set forth in Section 14.

"ebank  Site"  shall mean the World Wide Web site  currently  available  at the
Internet  URL  http://www.ebank.com,  and all  ebank-owned  World Wide Web pages
linked therefrom.

"Enhancements" shall mean any updates, improvements or modifications made to, or
derivative works created from, the Office.com  Content by Office.com  during the
Term.

 "Intellectual  Property  Rights" shall mean all rights in and to trade secrets,
patents,  copyrights,  trademarks, trade names, service marks, know-how, as well
as  moral  rights  and  similar  rights  of  any  type  under  the  laws  of any
governmental authority, domestic or foreign.

"Internet" shall mean the collection of computer  networks commonly known as the
Internet, and shall include, without limitation, the World Wide Web.

"Link" shall mean an Internet  hyperlink  from one location  within a World Wide
Web site to another location,  whether in the same or a different World Wide Web
site.

"Office.com Brand Features" shall mean all trademarks,  service marks, logos and
other  distinctive  brand features of Office.com  that  Office.com  grants ebank
consent to use hereunder, which shall include (subject to Section 2.1.2 hereof),
without limitation, the trademarks, service marks and logos described in Exhibit
B hereto.

"Office.com Content" shall mean, collectively,  all materials, data, and similar
information  collected,  owned  by, or  licensed  to  Office.com  for use on the
Office.com Site (whether such content is original to Office.com or provided by a
third party),  which is a collection of HTML files and certain related  graphics
and scripts and the  selection,  organization  and search  functionality  of the
same, including, without limitation, all Enhancements.

"Office.com Site" shall mean the World Wide Web site currently  available at the
Internet  URL  http://www.office.com,  and  all  Office.com-owned  pages  linked
therefrom.

"Term" shall have the meaning set forth in Section 8.1.


<PAGE>

                                    EXHIBIT B
                                    ---------

                   BRAND FEATURES / SITE INTEGRATION MATERIALS

1.       Office.com Brand Features



Whenever the above logo is displayed in the Business Center, it shall serve as a
Link to http://www.office.com./global/index.

         Office.com A Service From Winstar

Whenever the above text is displayed in the Business Center, it shall serve as a
Link to: http://www.office .com/ global/index


Other Office.com Brand Features

Office.com  trademarks  and service  marks as provided  to  Office.com  prior to
execution of this Agreement  Office.com logo as displayed above, and as provided
by  Office.com  to  ebank  prior to  execution  of and  during  the Term of this
Agreement The Business Center

2.       ebank Brand Features

Logo:

         [GRAPHIC REPRESENTATION OF EBANK LOGO]

Whenever the above logo is displayed in the Business Center, it shall serve as
a Link to http://www.ebank.com/


Other ebank Brand Features:

ebank  trademarks and service marks as provided to Office.com prior to execution
of this  Agreement  ebank logo as displayed  above,  and as provided by ebank to
Office.com prior to execution of and during the Term of this Agreement

3.       Integration of the Parties' Brand Features on the Business Center

The  Office.com  and ebank  Brand  Features  will be placed in  relation  to one
another at the top of each Content Page that is displayed on the Business Center
as follows:

         [GRAPHIC REPRESENTATION OF Office.com @ ebank]


<PAGE>


                                    EXHIBIT C
                                    ---------

                                      FEES
<TABLE>
<CAPTION>

FEE                                         AMOUNT   DUE DATE          PURPOSE

<S>                                     <C>        <C>             <C>
Production Fee                              $250,000 Upon execution   Production,   design
                                                     of this          and  creation of the
                                                     Agreement        Business Center





Maintenance Fee                             $250,000 Availability     Provision        and
                                                     Date             maintenance       of
                                                                      server,      content
                                                                      feeds  and  customer
                                                                      service    functions
                                                                      during the term.




Office.com Proprietary Materials Fee        $250,000 April 30, 1999   License    fee   for
                                                                      Office.com  content,
                                                                      search functionality
                                                                      and            other
                                                                      proprietary features
                                                                      during the term.

Third Party Content Fee                     $250,000 July 31, 1999    License    fee   for
                                                                      content  Provided to
                                                                      Office.com  By third
                                                                      parties   and   made
                                                                      Available         to
                                                                      Business      Center
                                                                      users   during   the
                                                                      term
</TABLE>

         If at any time ebank fails to make a payment to  Office.com  under this
Agreement  when such  payment  is due to be made,  Office.com's  obligations  to
perform under this Agreement shall be immediately suspended. Additionally, ebank
shall pay Office.com a late fee of 1.5% per month of any amount that is not paid
within thirty (30) days of coming due.


<PAGE>


                                    EXHIBIT D
                                    ---------

                                CONTENT SCHEDULE

Office.com / ebank Content Types

Industry Report: A monthly in-depth  analysis of a trend or an issue confronting
an industry,  covering 16 industries,  from  Advertising to Utilities.  Industry
Reports  provide  detailed  reporting  and  research on a topic and describe how
businesspeople  can leverage that  information to further their  business.  Each
report is approximately 3,000 words.

News and  Views:  An  insider's  guide to the news and  events  that  shape  the
competitive  landscape.  Designed to be a quick look at trends and topics, these
reports track our industry sectors and provide a digest of the important news of
the week. News & Views include several components: Movers, Expert Opinion, Check
It Out, Datelines and Quotes. The combined report is approximately  1,000 words.
Updated weekly.

Smart  Business:  These  articles  look at businesses  or  individuals  who have
developed  interesting  solutions  to business  problems  or who have  developed
successful business  strategies.  Office.com produces 40 smart business articles
per month over a cross-section  of topic areas including  Business  Development,
Business Research,  Customer Service,  Financial Management,  Financing,  Global
Trade, Human Resources,  Leadership and Management,  Legal Affairs and Marketing
and Selling. Smart Business articles are approximately 1,500 words each. Updated
weekly.

Who's Hot:  Short  profiles of  individuals  or companies that stand out or have
prominence for unique and innovative ideas, successful
management, etc.

Business Tools: A suite of fifty interactive  articles that provide step-by-step
training covering the key aspects of operating a thriving business, from writing
a business plan to hiring new employees  and analyzing  your market.  Written in
association with entrepreneurs who are experts in their respective fields, these
articles offer practical guidance to running a successful business.  Topic areas
include: Finance, Sales & Marketing,  Business Planning & Legal, Human Resources
and Technology.


<PAGE>


Office.com Business Tools

Finance
Prepare a Balance Sheet
Analyze Profitability
Create an Income Statement
Prepare a Cash Budget
Create a Cash Flow Statement
Financial Ratio Analysis
Valuing a Business
Growing With Partners and Investors
Present Your Company to Investors
Preparing Your Company to Go Public

Sales & Marketing
Using Business  Alliances as a Growth Strategy
Conduct a Market Analysis
Create Sales  Letters
Analyze Your  Competition
Identify  Your Target Market
Create a Direct Mail Package
Create a Promotional Package
Creating a Competitive Edge
Expand With New Market Development
New Products and Services
Conduct a Sales Forecast
Personalization  Strategies to Attract and Retain Customers
Creating a Branding Strategy
Tailoring Your Company's Vision According to Trends and Changing Customer
    Preferences

Human Resources
Becoming a Manager of High-Performance Work Teams
Hire for Success
Hire a Sales Staff
Time Management Strategies
Measure Employee Effectiveness
Building an Effective Team
When to Delegate
Fostering Entrepreneurial Ideas
Nurturing Entrepreneurial Employees


Business Planning & Legal
A Guide to Licensing and Franchising
Determine Your Company's Legal Structure
Small Business Legal Issues
Buying a Business
Protect Your Business with Patents, Copyrights and Trademarks
Develop a Business Plan
Creating an Effective Customer Service Plan
How to Expand Your Business Globally

Technology
Building a Website



<PAGE>

Effective Use of Technology
Building an E-Commerce Site
Turning Your Web Site Into an Effective Communications Tool
Establishing a Virtual Office
Establishing an Extranet

Office.com Business Management Areas

Business Development
Finance
Global Business
Human Resources
Leadership and Management
Legal
Marketing and  Sales
Information technology



<PAGE>


                                    EXHIBIT E
                                    ---------

                  Office.com Response and Resolution Guidelines

Problem Severity Levels

Office.com will classify problems identified by ebank as follows:

Critical.  Highest  priority  classification.  Assigned to problems that prevent
users from accessing the Business Center.

High. Second highest priority classification.  Assigned to problems that prevent
users from accessing parts of the Business  Center,  or which prevent the use of
material  functionality  of the  Business  Center,  or which  cause  significant
slowdowns or delays in users' ability to access the Business Center.

Low.  Third  highest   priority   classification.   Assigned  to  problems  that
inconvenience  users,  including Links that do not work, missing  functionality,
and less significant slowdowns in access times.

Response and Resolution Guidelines

The manner in which  Office.com  support  personnel  responds to a problem  will
depend to a great extent upon the problem's severity  classification.  Following
are the target response times for each level of problem severity:

Critical.  For calls logged during normal support hours, a return call should be
made to the bank within 15 minutes.  For calls logged after  Office.com  support
staff's  regular  business  hours, a return call should be made within one hour.
Problems should be addressed within 1 hour after a return phone call.

High. For calls logged during normal support hours, a return call should be made
to the bank within 1 hour. For calls logged after-hours, a return call should be
made  within 2 hours.  Problems  should  be  addressed  within 3 hours  from the
returned phone call.

Low. For calls logged during normal  support hours, a return call should be made
during the same  business  day.  Problems  should be addressed by the end of the
next business day.