Exhibit 10.24

PHOENIX INTERNATIONAL LTD., INC.
500 International Parkway
Heathrow, Florida 32746
Telephone: (407) 548-5100
Fax: (407) 548-5299

                        APPLICATION PROCESSING AGREEMENT

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Name of Customer:                           Effective Date
Two River Community Bank (In Organization)  November 17, 1999
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Type of entity:                             State of formation:
Bank FDIC                                   New Jersey
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Mailing Address:                            Business Address (if different from
                                            mailing address):

1250 Highway 35 South
Middletown, New Jersey 07748
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City, State, Postal Code:                   City, State, Postal Code:
Middletown, New Jersey 07748
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Phone Number:                               Fax Number:
(732)747-0101                               (732)747-6866
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Phoenix  International  Ltd.,  Inc.  ("Phoenix")  has developed a retail banking
system, which it uses to provide bank and application processing services to its
customers.  The party identified as Customer above ("Customer") wishes to obtain
such services from  Phoenix.  In  consideration  of the  obligations  of the and
agreements  of the  parties as set forth  below,  the  parties  hereby  agree as
follows:

1.    Definitions

      1.1.  Client  Software  means  the  object  code  of the  client  resident
            portions  of the  Phoenix  System  which will  reside at  Customer's
            premises for input,  review,  use, and  modification  of  Customer's
            data.

      1.2.  Documentation  means the user documentation  relating to the Phoenix
            System provided to Customer by or on behalf of Phoenix.

      1.3.  Material means any documents, magnetic media, equipment,  negotiable
            items,  or other  information  or  material  in any  related  to the
            services provided hereunder.

      1.4.  Phoenix  System  means the  hardware  and Phoenix  software  used by
            Phoenix to provide the Application processing Service hereunder.

      1.5.  Processing  Services means the bank and  application  processing and
            other services to be provided by Phoenix hereunder and identified on
            Exhibit A annexed hereto.

<PAGE>

      1.6.  Related  Expenses means  reasonable  travel and other  out-of-pocket
            expenses  incurred by Phoenix in the  performance of its obligations
            hereunder,  including (without  limitation)  airfare,  travel costs,
            lodging costs,  and meals;  shipping  charges,  courier and delivery
            charges;  tape,  cartridge,  CD and  diskette  cost;  voice and data
            telecommunications  expenses,  and  the  cost  of  forms,  supplies,
            microfiche, and courier services. To the extent reasonably possible,
            Phoenix  will obtain the  approval of  Customer  prior to  incurring
            substantial  Related  Expenses,  and Customer will not  unreasonably
            withhold  such  approval.   Phoenix  travel  expenses  shall  be  in
            conformance with the Phoenix Travel and  Entertainment  Policy as in
            effect  from  time to time,  a copy of which  shall be  provided  to
            Customer upon request.

2.    Services

      2.1.  Application  processing.  Phoenix  agrees to furnish to Customer and
            Customer  agrees to obtain the  Processing  Services as specified on
            Exhibit A.  Customer  agrees that during the term of this  agreement
            Phoenix will be the exclusive provider of such Processing  Services.
            Customer may obtain  additional  products  and  services  offered by
            Phoenix  at  Phoenix's  then  current  prices for such  services  by
            amending Exhibit A.

      2.2.  Installation  and Training.  Phoenix will provide  installation  and
            training services under the conditions and for the fees specified in
            Exhibit  D  annexed  hereto.   Installation  services  are  provided
            pursuant  to a written  installation  plan,  executed by Phoenix and
            Customer,  and  incorporated by reference into this Agreement within
            30 days  after the  Effective  Date as  herein  after  defined.  The
            Installation   Plan   shall  be  based   upon  the   allocation   of
            responsibilities contained in Exhibit B.

      2.3.  Network Support.  Phoenix will also provide Network Support Services
            consisting of communication line monitoring and support personnel to
            discover,   diagnose,   repair,  or  report  line  problems  to  the
            appropriate  telecommunications company. This service is included in
            the fee for telecommunications services also listed in Exhibit C.

      2.4.  Communications    Management    Services.    Customer   may   obtain
            communication  management  services  from Phoenix to assist with the
            acquisition  or   installation   of   communications   hardware  and
            equipment,  or any move of  Customer's  facilities,  at the cost and
            fees set forth in Exhibit C.

      2.5.  Changes to Services.  Phoenix  reserves the right to make changes to
            services  including,  but  not  limited  to,  operating  procedures,
            security  procedures,  the type of  equipment  resident  at, and the
            location of the data processing center,  provided that Phoenix shall
            not delete  services  or make  changes  which would cause a material
            increase in Customer's  cost of doing  business  without  Customer's
            prior approval.  Phoenix will provide Customer with reasonable prior
            written notice of changes which will  materially  affect  Customer's
            procedures or reporting.


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<PAGE>

      2.6.  Data Retention,  Phoenix shall retain data for the periods set forth
            in Exhibit F annexed hereto and may destroy all data thereafter.

3.    Term.

            This  Agreement  shall  commence on the date of the agreement  ("the
            Effective Date") and shall continue for 60 months from the first day
            of live processing of Customer's accounts (the "Installation Date"),
            or such  other  Date as is  mutually  agreed  upon  by  Phoenix  and
            Customer.  Upon expiration,  the Agreement will automatically  renew
            for  successive  terms of 24 months  unless  either  party  provides
            written  notice to the other of its intent not to renew for  another
            term at least 180 days prior to expiration of the then current term.
            Notwithstanding  the  foregoing,  the effective date shall not occur
            unless and until Customer  obtains approval from the Federal Deposit
            Insurance  Corporation  and the  applicable New Jersey State Banking
            authorities for the operation of a bank. In the event such approvals
            are not  obtained  on or before  April 1, 2000,  either  Customer or
            Phoenix may cancel this  agreement  with no  liability  to the other
            except  for any  direct  costs or  expenses  incurred  by Phoenix in
            connection with this Agreement prior to cancellation.

4.    Price and Payment

      4.1.  Fees. Fees for the Processing Services, implementation, and training
            are set forth in Exhibit B,  including,  where  applicable,  minimum
            monthly charges.

      4.2.  Payment. Customer shall make all payments due to Phoenix by check or
            wire transfer  within 30 days after invoice.  Estimated base charges
            and actual charges shall be invoiced monthly in arrears on the first
            of each month.  Late payments will accrue  interest at the rate of 1
            1/2 % per month.

      4.3.  Fee  Adjustment.  Phoenix  may adjust the  Services  Fees  listed on
            Exhibit  B  once  per  year  after  the  first  anniversary  of  the
            Installation  Date upon 30 days  written  notice to  Customer.  Each
            change  shall be  limited  to the  lesser of 8% or the change in the
            U.S.  Department  of Labor,  Consumer  Price  Index  for Urban  Wage
            Earners  and  Clerical  Workers,  All  Cities,  (1982=100)  for  the
            preceding 12 month  period.  Phoenix may increase  fees in excess of
            this limit when it implements  major system  enhancements  which are
            provided to comply with changes in government regulations,  provided
            that no such change shall exceed 15%.

      4.4.  Taxes.  Customer  shall be  responsible  for all taxes in connection
            with the provision of products or services hereunder,  including but
            not limited to all sales, use, withholding,  and excise taxes. In no
            event  shall  Customer be  responsible  for taxes based upon the net
            income of Phoenix.


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<PAGE>

      4.5.  Related  Expenses.  Customer  agrees  to pay  all  Related  Expenses
            incurred by Phoenix in the provision of services hereunder. All fees
            for  communications  services are based upon services  rendered from
            Phoenix's  premises.  Off-premises  services  and  support  will  be
            provided  upon  Customer's  request  on an  as  available  basis  at
            Phoenix's then current charges for time and materials,  plus Related
            Expenses. These charges will be invoiced monthly.

5.    Customer Obligations

      5.1.  Data.  Customer  shall  provide  all data for  input to the  Phoenix
            System for  processing in a format and manner  specified by Phoenix.
            Customer shall determine and be responsible for the authenticity and
            accuracy of all information  and data submitted to Phoenix,  and for
            confirming  the accuracy of data  received  from  Phoenix.  Customer
            shall  review all reports  furnished  by Phoenix  within 15 days for
            accuracy and shall work with Phoenix to reconcile any out of balance
            conditions.  If data is to be  transmitted  from  multiple  sources,
            Phoenix will not begin  processing until all data has been received.
            Phoenix shall not be responsible for  transmission or  communication
            errors,  or other problems with  transmission of data not associated
            with the  Phoenix  System.  The  Customer  is also  responsible  for
            retention and backup of all data and processing  records provided by
            Phoenix.

      5.2.  Network and Equipment.  Customer will provide at its own expense all
            equipment,  computer  software,  network  equipment,   communication
            lines, and interface devices required to use the Client Software and
            access the Phoenix  System except where Phoenix has been retained to
            acquire equipment for this purpose.  All such equipment shall comply
            with Phoenix's hardware and network standards guide.

      5.3.  Customer  Contact.  Customer will designate and maintain  throughout
            the Term of this Agreement a relationship  contact manager to act as
            liaison   between  the  Customer  and   Phoenix.   All   operational
            communications  between  Phoenix and the Customer shall be conducted
            to and from the liaison.

      5.4.  Use of Phoenix  Banking  System.  Customer agrees to comply with any
            operating  instructions  on the use of the  Phoenix  Banking  System
            provided by Phoenix.

      5.5.  Customer Personnel.  Customer shall designate  appropriate  Customer
            personnel for training in the use of the Phoenix Banking System.

      5.6.  Access.  Customer shall supply Phoenix with reasonable access to the
            Customer  site during normal  business  hours for  installation  and
            shall  cooperate  with  Phoenix  personnel in the  installation  and
            implementation of the services.

      5.7.  Connections.  The Customer is  responsible  for taking all necessary
            legal steps for the interconnection of the Customer's  transmissions
            with third party carriers.  The Customer is responsible for securing
            all  licenses,  permits,  right  of  ways,


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<PAGE>

            and  other  arrangements  necessary  for  such  interconnection  and
            transmission and receipt of Customer's Material.

      5.8.  Delivery  of  Material.   The  Customer  shall  be  responsible  for
            transporting  the Material to and from Phoenix,  at Customer's  sole
            cost and expense.  All insurance with respect to the  transportation
            of the Material shall be the sole  responsibility of Customer.  Risk
            of loss of the  Material to and from  Phoenix  shall be borne by the
            Customer.

      5.9.  Business  Recovery.  Phoenix's business recovery plan is designed to
            minimize,  but  not  eliminate,  risks  associated  with a  disaster
            affecting the Phoenix data center supplying the Processing Services.
            Phoenix does not warrant that service will be uninterrupted or error
            free  in the  event  of a  disaster.  Customer  is  responsible  for
            adopting a business  recovery plan  relating to disasters  affecting
            Customer's   facilities  and  for  securing  business   interruption
            insurance or other  insurance  necessary for Customer's  protection.
            Phoenix shall maintain adequate backup procedures  including storage
            of duplicate  record  files as  necessary  to  reproduce  Customer's
            records and data  consistent with the provisions of section 2.6., as
            defined in Exhibit  E. In the event of a service  disruption  due to
            reasons beyond Phoenix's control, Phoenix shall use diligent efforts
            to mitigate the effects of such an occurrence.

6.    Service Performance Standards; System Availability

      6.1.  Hours of Operation.  Phoenix  shall provide that the Phoenix  System
            and the  Application  processing  Services are  available  for daily
            processing  tasks 98% of the time each month during regular hours of
            operation as set forth below.  Phoenix will also be responsible  for
            providing that the Phoenix System has a reasonable end user response
            time,  with an average  response  time of three to five  seconds for
            routine  transactions,  defined as basic  deposit,  withdrawal,  and
            single inquiry transactions.

                  Hours of Operation, Eastern Standard Time

                  Monday                           7:00 A.M. - 8:00 P.M.
                  Tuesday                          7:00 A.M. - 8:00 P.M.
                  Wednesday                        7:00 A.M. - 8:00 P.M.
                  Thursday                         7:00 A.M. - 8:00 P.M.
                  Friday                           7:00 A.M. - 8:00 P.M.
                  Saturday                         7:00 A.M. - 3:00 P.M.
                  Sunday                           unattended

            The  System  will not be  attended  on  Sundays  or on the  holidays
            observed by the Federal Reserve Bank, including the following:

                  New Year's Day                   President's Birthday
                  Martin Luther King Day           Thanksgiving Day


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<PAGE>

                  Memorial Day                     Christmas Day
                  Independence Day                 Columbus Day
                  Labor Day                        Veterans' Day

            However,  on President  Day,  Columbus Day and Veterans Day Customer
            will have access to Phoenix personnel.

      6.2   Extension of Hours.  Phoenix will use its best effort to accommodate
            requests for  exceptions  or  extensions  of the hours of operation.
            These hours may be modified  based on  dependencies  with  reporting
            files required to be sent to other servicing organizations.

      6.3   Exclusions.  Notwithstanding  anything  to  the  contrary  contained
            herein,  Phoenix shall not be responsible for (i) telecommunications
            failures, (ii) service interruptions beyond Phoenix's control, (iii)
            delay or failure of any third  party  courier or  delivery  service,
            (iv)  failure  of any third  party  vendor to  deliver  information,
            files,  magnetic  media,  products,  support or  services,  or other
            materials required for Phoenix to provide service hereunder.

7.    Problem Reporting and Resolution.

      7.1.  Problem Reporting. Customer is responsible for reporting problems to
            Phoenix's  customer  service  or  operations  staff  at the  contact
            numbers or addresses provided by Phoenix from time to time.

      7.2.  Problem  Response.  Phoenix shall  respond to each reported  problem
            promptly  based on the  severity  of the  problem  and its effect on
            Customer's  operations.  Phoenix  shall  use  reasonable  commercial
            efforts to either  resolve  each  problem or provide  Customer  with
            information to allow Customer's personnel to address the problem. In
            the event the  resolution  of a reported  problem  which  materially
            impacts  Customer's  operations will carry-over to the next business
            day,  Phoenix will  provide  Customer  with a status  report for the
            problem and an estimate of the resolution time and course of action,
            if possible.  Phoenix will provide  Customer  with a daily report on
            the status of unresolved issues.

      7.3.  Service  Performance and Standards  Remedy. If Phoenix or the System
            fails to meet  the  percentage  up-time  and  performance  standards
            specified  above and such  failure  is not the result in whole or in
            part, of a Customer error or omission,  any act, failure or omission
            of any third  party,  or any  other  circumstance  beyond  Phoenix's
            reasonable  control,  Customer shall notify  Phoenix  immediately in
            writing  specifying  the  performance  standard(s)  not  met and the
            nature of the deficiency.  Within 15 days of receipt of such notice,
            Phoenix  shall  establish  and provide  Customer in writing  with an
            action  plan to  meet  the  service  performance  standard(s).  Upon
            expiration  of such  15-day  period,  Phoenix  shall have 30 days to
            bring its  performance to the  percentage/standard  specified in the
            relevant  service  performance  standard.  Phoenix  shall report the
            nature and status of its efforts at the end of such  period.


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<PAGE>

            Should Phoenix's  performance  remain below the applicable  standard
            after such 30-day  period,  Phoenix shall have an additional 60 days
            to correct the  situation and bring the affected  performance  up to
            the standard.  During this period,  Customer will be provided with a
            15% reduction in the monthly Phoenix invoice for each month that the
            performance standard(s) remain deficient.

            Should  Phoenix's  performance  remain  below the service  standards
            following all such periods, Customer may elect to either (i) provide
            Phoenix  with  additional  time to improve  the  affected  standard,
            during which time  Customer will continue to receive a 15% reduction
            in the  monthly  Phoenix  invoice,  or (ii)  terminate  the  service
            agreement by giving Phoenix written notice of termination.  Customer
            may also  terminate the service  agreement if Phoenix's  performance
            remains  below the relevant  service  performance  standard for more
            than three monthly  periods in any 12 month period by giving Phoenix
            written notice of  termination.  Such  termination  shall be without
            penalty or any charge to  Customer  other than  charges  for service
            fees incurred prior to the effective date of termination. This right
            of  termination  shall be Customer's  sole and exclusive  remedy for
            Phoenix's failure to meet any service performance standard and after
            such   termination   neither  party  shall  have  any  liability  or
            obligation  to  the  other  exception   pursuant  to  any  specified
            obligations  that  survive   termination  under  the  terms  of  the
            agreement and any addenda hereto.

8.    Software License.

      8.1.  License.  Subject  to  the  restrictions  and  limitations  of  this
            Agreement  and to  payment  of the fees set  forth  herein,  Phoenix
            hereby grants to Customer a non-exclusive,  non-transferable license
            during the term of this Agreement within the United States to:

            (a)   Use the Client  Software on Customer's own network for its own
                  internal  data  entry  and  processing  needs  but only at the
                  headquarters and branch marketing locations;

            (b)   make a reasonable  number of  additional  copies of the Client
                  Software for testing, backup, and archival purposes in support
                  of its ordinary use of the Client Software;

            (c)   use the  Documentation  in  support of  Customer's  Use of the
                  Client Software;

            (d)   make  a  reasonable   number  of  additional   copies  of  the
                  Documentation  or portions  thereof as required to support the
                  Use of the Client Software;

            (e)   use the Client  Software  for the  benefit of its  Affiliates,
                  provided that the appropriate  license fees have been paid for
                  such Affiliates,  and provided that no more than the number of
                  servers which have been authorized hereunder are utilized.


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<PAGE>

      8.2.  Restrictions.  Customer  may use  the  Client  Software  for its own
            internal data processing needs.  Customer may not, without the prior
            written consent of Phoenix:

            (a)   translate,   reverse   engineer,   de-compile,   interpret  or
                  disassemble the Client Software;

            (b)   transfer,  distribute,  sell,  lease,  or  assign  the  Client
                  Software or Documentation;

            (c)   or make any changes to the Client Software.

      8.3.  Title to Intellectual Property. The Phoenix System and Documentation
            are (i) copyrighted works protected by copyright laws, treaties, and
            conventions  of the United States and (ii) contain trade secrets and
            Confidential  Information of Phoenix protected under applicable law.
            Phoenix retains all right, title, and interest in and to the Phoenix
            System and Documentation,  and all copyright,  trade secret,  patent
            and other intellectual  property rights contained  therein,  subject
            only to the limited license granted to Customer above. Phoenix shall
            also  exclusively own all changes,  modifications,  and additions to
            the to the Phoenix System and  Documentation,  whether made by or on
            behalf  of  Phoenix,   Customer,  or  their  employees,   agents  or
            otherwise,  provided, however, that Customer shall own any additions
            to the Software which are not based on the Software or other Phoenix
            code  and  which  are  produced  by  Customer  without   significant
            assistance from Phoenix.  To the extent that changes,  including all
            associated  intellectual  property  rights,  are not  owned in their
            entirety by Phoenix immediately upon their creation, Customer agrees
            to assign (and hereby  automatically  assigns) all right,  title and
            interest   therein  to   Phoenix,   without   any   requirement   of
            consideration or further documentation. Customer agrees to take such
            further action and execute such further documentation as Phoenix may
            reasonably request to give effect to this Section.

      8.4.  Documentation.  Phoenix shall provide Documentation  associated with
            the  software as produced and  provided by Phoenix  and/or  Phoenix,
            including,  but not limited to, the Phoenix  Software  Documentation
            which   contains   program   descriptions,    reference   materials,
            operational instructions, etc.

      8.5.  Modification  of  Software.  Customer  may  not  materially  modify,
            change,  or alter the Phoenix System or data base structure  without
            Phoenix's  prior written  consent.  In the event  Customer makes any
            modification of the Phoenix System or data base  structure,  Phoenix
            shall have no  liability  to Customer or any third party as a result
            therefrom  and the  performance  standards  otherwise  provided  for
            herein shall not apply.

      8.6   Protection of Proprietary Rights

            a) Customer  acknowledges  that the Phoenix System and Documentation
            are proprietary to Phoenix.  Customer further  acknowledges that the
            Client Software,


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<PAGE>

            including all techniques, algorithms and processes contained therein
            or  any  modification  thereof  or  extraction  therefrom,  contains
            confidential,  valuable  trade  secrets of Phoenix and that Customer
            will safeguard  such trade secrets to the fullest  extent  possible.
            Without  limiting the  generality  of the  foregoing,  Customer also
            agrees not to disclose  all or part of the  Phoenix  Software to any
            person  or party  other  than  Customer's  authorized  personnel  as
            necessary  to utilize the  Phoenix  Software  as  permitted  by this
            Agreement.  Customer agrees that it will not distribute,  nor permit
            any other person or entity to distribute or exploit, all or any part
            of the Phoenix Software in any manner.  Customer's obligations under
            this Paragraph shall survive termination of this Agreement.

            b) The  Customer  shall  not  register  in its own  name  any of the
            Phoenix  Software or any other  intellectual or industrial  property
            right,  whether registered or not, used by the Phoenix or any of its
            affiliates.

            c)  The  Customer  undertakes,   for  the  duration  and  after  the
            expiration  of this  Agreement,  not to question the validity of any
            proprietary  rights of Phoenix in the Phoenix  Software or any other
            intellectual  property  right  of  Phoenix.  The  invalidity  of any
            proprietary  right in the Phoenix Software shall not be a reason for
            the invalidity of this Agreement,  nor for the repayment of any sums
            paid  hereunder.  If all or any portion of the  Phoenix  Software is
            declared  invalid,  the fees paid to the Phoenix  hereunder shall be
            deemed to have been fixed from the  beginning  in an amount equal to
            the fees due in respect of such invalid proprietary right.

9.    Patent and Copyright Indemnity

      9.1.  Infringement Claims. If a third party claims that the Phoenix System
            infringes  any  patent,   copyright,   trade   secret,   or  similar
            intellectual property right of any third party, and such claim would
            impair  Customer's  right to use the  Phoenix  system  hereunder  or
            subject the customer to monetary damages,  Phoenix shall (as long as
            Customer  is  not in  default  under  this  Agreement  or any  other
            agreement  with  Phoenix)  defend  Customer  against  that  claim at
            Phoenix's  expense and pay all damages awarded by a court in a final
            judgment,  provided that Customer (i) promptly  notifies  Phoenix in
            writing of any such  claim,  (ii)  allows  Phoenix  to  control  the
            defense  and  disposition  of  such  claim,  including  any  related
            settlement  negotiations,  and (iii)  cooperates  with  Phoenix,  at
            Phoenix's expense, in the defense of such claim.

      9.2.  Remedies. If such a claim is made or appears possible,  Phoenix may,
            at its option,  either (i) secure for Customer the right to continue
            to use the Phoenix System, (ii) modify or replace the Phoenix System
            so it is  non-infringing.  If neither of the  foregoing is possible,
            Phoenix may terminate this Agreement,  refund a pro-rata  portion of
            Customer's  set up fees based on a five year straight line cost, and
            provide  reasonable  assistance  to allow  Customer to migrate to an
            alternate vendor.  Phoenix has no obligation hereunder for any claim
            based on a modified version of the Phoenix System Software which has
            not  been  prepared


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<PAGE>

            solely by Phoenix,  or for any combination,  operation or use of the
            Phoenix System with any hardware or software not approved in writing
            by Phoenix.  THIS SECTION  STATES  PHOENIX'S  ENTIRE  OBLIGATION  TO
            CUSTOMER   WITH  RESPECT  TO  MATTERS  OF  TITLE  OR  ANY  CLAIM  OF
            INFRINGEMENT THEREOF.

10.   Warranties, Disclaimers, and Limitations of Liability.

      10.1. Warranty.  Phoenix  shall  perform  all  Processing  Services  in  a
            diligent and  workmanlike  manner  consistent  with standards of the
            industry.  Phoenix  further  warrants that the Phoenix  System shall
            operate  substantially  in accordance with the program  descriptions
            included in the  Documentation.  Phoenix  does not warrant  that the
            Phoenix System will operate  without  interruption or be error-free.
            In the event Customer  discovers any  non-conformance by the Phoenix
            System with the above  warranty  (a  "defect"),  Customer  agrees to
            provide  Phoenix  notice of such defect,  and shall,  upon Phoenix's
            request,  provide such data and information  regarding the defect as
            Phoenix may require to recreate the defect.  Phoenix agrees,  as its
            exclusive  obligation  for any breach of such  warranty,  to use its
            best reasonable  efforts to correct reported defects.  Phoenix shall
            not be responsible for (i) unreported  defects,  (ii) defects caused
            by misuse or abuse of the Phoenix  System,  (iii) defects  caused by
            use of the Phoenix  System with hardware or software other than that
            approved  by Phoenix for use with the  Phoenix  System,  or for (iv)
            changes  made to the Client  Software  other than by Phoenix or with
            Phoenix's  consent.  Customer  shall be  limited  to the  warranties
            provided by third-party  licensors or manufacturers  with respect to
            third-party software or equipment that may be provided by Phoenix.

      10.2. Disclaimer. Except as provided above, Phoenix specifically disclaims
            any other  warranties  of any kind,  express,  implied or statutory,
            including,  but not limited to, any warranties of merchantability or
            fitness for a particular purpose.

      10.3. Limitation of Liability. In no event shall Phoenix be liable for any
            special,  indirect,  incidental or consequential  damages  resulting
            from the use, or  inability  to use,  the  licensed  products or the
            provision or non-provision of processing services arising out of any
            other  circumstances  associated  with the  subject  matter  of this
            agreement,  including  without  limitation  damages based on loss of
            profit, loss or interruption of data or computer time, alteration or
            erroneous  transmission  of data,  even if  Phoenix  is  advised  in
            advance  of  the  possibility  of  such  damages.   Phoenix's  total
            liability to Customer under any provision of this  Agreement  (other
            than  indemnification  under  Section 9) or for any and all  claims,
            losses or damages relating to the Licensed  Products  (whether based
            on tort,  contract,  or any other  theory),  other than claims based
            upon the (gross negligence or) willful misconduct of Phoenix,  shall
            be limited to the amount  actually  paid by  Customer to Phoenix for
            the  Licensed  Products  giving rise to the  liability.  The parties
            acknowledge  that each of them  relied  upon the  inclusion  of this
            limitation in consideration of entering into this Agreement.


                                       10
<PAGE>

      10.4. Remedy for  Default.  If Phoenix  fails to fulfill  its  obligations
            under this Agreement in any material  respect,  Customer's  sole and
            exclusive  remedy  shall be the right to terminate  this  Agreement,
            except as may be specifically provided herein.

      10.5. Third Parties.  Phoenix is not liable for any act or omission of any
            other  company  (including  Phoenix or any  affiliate or licensor of
            Phoenix), individual,  sub-contractor or agent, furnishing a portion
            of the  Processing  Services or facilities,  equipment,  or services
            associated with such services.

11.   Confidential Information

      11.1. Confidential Information means any competitively sensitive or secret
            business,   marketing,   or  technical  information  of  Phoenix  or
            Customer,  including  the  terms  of this  Agreement  and all  other
            Agreements  and   communications   between   Phoenix  and  Customer.
            Phoenix's  Confidential  Information shall also include,  but not be
            limited  to, the Phoenix  System and  Documentation,  including  all
            changes,   modifications,    and   additions   thereto.   Customer's
            Confidential  Information shall also include, but not be limited to,
            Customer's data, and all information concerning Customer's customers
            and their  accounts.  Confidential  Information  shall  not  include
            information  which is (i)  generally  known to the public or readily
            ascertainable  from  public  sources  (other  than as a result  of a
            breach of confidentiality  hereunder),  (ii) independently developed
            by the  receiving  party  without  reference  to or  reliance on any
            Confidential Information of the disclosing party, as demonstrated by
            written  records of the receiving  party,  or (iii) obtained from an
            independent  third party who created or  acquired  such  information
            without reference to or reliance on Confidential Information.

      11.2. Confidentiality.  Each  Party  agrees at all times to  maintain  the
            complete  confidentiality  of the  Confidential  Information  of the
            other.  Each  Party  shall not  permit or  authorize  access  to, or
            disclosure  of,  the  Confidential  Information  of the other to any
            person or entity  other than  employees or advisors who have a "need
            to know" such  information in order to enable the receiving party to
            exercise its rights or perform its obligations under this Agreement.
            Neither party shall disclose or supply the Confidential  Information
            of the  other to any  non-employee  third  party  without  the prior
            written  approval of the other party,  which  approval  shall not be
            unreasonably withheld, provided the requesting party can demonstrate
            a need for such  disclosure in order to comply with its  obligations
            hereunder  and  such  third  party  agrees  to  be  bound  by  these
            confidentiality  provisions.  Either party may disclose  portions of
            the Confidential Information of the other to governmental regulatory
            authorities  if such  disclosure  is  required by  applicable  laws,
            provided  the party  required to make such  disclosure  notifies the
            other  party  of  the  applicable  legal  requirements  before  such
            disclosure  occurs  and  assists  the  other  party to  obtain  such
            protection  as may be available to preserve the  confidentiality  of
            such information.


                                       11
<PAGE>

      11.3. Disposal.  Prior to disposal of any media or materials  that contain
            any part of the Phoenix System, Documentation, or other Confidential
            Information  of Phoenix,  Customer  shall  obliterate  or  otherwise
            destroy all code, instructions,  commentary,  or further evidence of
            Confidential Information, for example, by erasing,  incinerating, or
            shredding such materials.

      11.4. Regulator Requests.  Phoenix will comply with Customer's  reasonable
            request for internal or third party  auditors  access to the Phoenix
            Data Center,  the Phoenix Banking System  relating to Customer,  and
            Customer's  data and reports.  Customer  will  provide  Phoenix with
            reasonable  notice of such  audits,  and will cause its auditors and
            staff to conduct  such audits in a manner  designed to minimize  the
            disruption to Phoenix's operations.

12.   Termination

      12.1. Termination by Phoenix. Phoenix may terminate this Agreement upon:

            (a)   Customer's  failure to pay any amount  when due if such amount
                  is not paid within 90 days following invoice;

            (b)   Upon  a  breach  of  Customer's   agreements  and  obligations
                  hereunder,  if  such  breach  is  not  cured  within  30  days
                  following notice thereof by Phoenix; or

            (c)   If Customer  ceases to do  business,  makes a  composition  or
                  assignment for the benefit of its  creditors,  makes a general
                  arrangement  with its  creditors  concerning  any extension or
                  forgiveness of any of its secured debt, becomes a debtor under
                  the  Bankruptcy  Code  or  insolvent,  suffers  or  seeks  the
                  appointment of a receiver to the whole or any material part of
                  its  business,  takes any action to  liquidate  or wind up the
                  whole or any material part of its  business,  is found subject
                  to  any   provisions  of  any   bankruptcy   code   concerning
                  involuntary  bankruptcy  or similar  proceeding,  or suffers a
                  material adverse change in its financial position.

      12.2. Effect of Termination by Phoenix. Upon termination of this Agreement
            by Phoenix, Customer will be responsible for all costs of conversion
            to a new  system,  including  but not  limited  to all of  Phoenix's
            reasonable costs for preparing records,  files, reports, and related
            materials  for  transfer,  plus any  costs  and  fees for  technical
            counseling  provided by  Phoenix.  Such costs will be  estimated  by
            Phoenix and incorporated into a separate termination agreement to be
            executed prior to  termination  of services,  unless a later date is
            mutually agreed upon. In addition, the Customer will be obligated to
            purchase  all  computer  equipment  deemed  surplus  by Phoenix as a
            result of the termination of this Agreement.  The purchase price for
            such  equipment  shall be the then current book value for  equipment
            purchased  by  Phoenix  or the  then  current  buyout  price  if the
            equipment  was leased by Phoenix.  Such  purchase by the Customer is
            limited to equipment purchased or leased in conjunction with


                                       12
<PAGE>

            Phoenix performing  services under this agreement.  Phoenix reserves
            the right to retain any such equipment for its own use or use of its
            other Customers upon termination of the agreement.

      12.3. Termination by Customer. Customer may terminate this Agreement upon:

            (a)   30  days   written   notice  to  Phoenix   accompanied   by  a
                  cancellation  fee based on the  remaining  unused term of this
                  Agreement  equal to the average  monthly  invoice for the past
                  six months  multiplied by the remaining  number of months left
                  in  the  then  current  term,  multiplied  by  80%,  plus  any
                  unamortized  set up fees or  third  party  costs  existing  on
                  Phoenix's   books  on  the  date  of   termination.   Customer
                  understands  and agrees  that  Phoenix  losses  incurred  as a
                  result  of  early  cancellation  of  the  Agreement  would  be
                  difficult or impossible to calculate as of the effective  date
                  of cancellation, since the losses incurred will vary based on,
                  among other things,  the number of Customers using the Phoenix
                  System on the date the Agreement cancelled.  Accordingly,  the
                  amount  set forth in the  first  sentence  of this  subsection
                  represents  the  parties'  good faith  estimate  of  Phoenix's
                  liquidated damages, and is not a penalty,

            (b)   Upon  Phoenix's  breach of its  obligations  hereunder  as set
                  forth in Section 7.3 and the  expiration  of all cure  periods
                  provided for therein.

      12.4. Result of Termination by Customer.

            (a)   If Customer  terminates this Agreement under Section  12.3(a),
                  Customer  shall be  responsible  for all costs and expenses of
                  conversion to a new system,  plus Phoenix's time and materials
                  rates for assistance required to complete such conversion.

            (b)   If Customer  terminates this Agreement under Section  12.3(b),
                  Phoenix  shall provide  reasonable  assistance if requested by
                  Customer to assist in such conversion.

      12.5. Return of Data Files. Upon expiration,  cancellation, or termination
            of this Agreement,  Phoenix shall furnish to Customer such copies of
            Customer's data files as Customer may request in Phoenix's  standard
            machine  readable  format  form  along with such  information  as is
            reasonable and customary to enable  Customer to de-convert  from the
            Phoenix  Banking  System.  Customer  Data  files  will be  delivered
            provided Customer consents,  agrees and authorizes Phoenix to retain
            such files  until (i) Phoenix has been paid in full for all fees for
            all services  provided  hereunder through the date of such files are
            returned to  Customer,  and Customer has been paid any and all other
            amounts  that  are due or will  become  due  under  this  Agreement,
            including, but not limited to, data communication lease obligations,
            if any;  (ii)  Phoenix  has  been  paid its  then  current  time and
            materials rates for de-conversion  assistance, if any, for


                                       13
<PAGE>

            providing  any  services  necessary  or  requested  by Customer  for
            de-conversion   assistance,   (iii)  if  this   Agreement  is  being
            terminated,  Phoenix has been paid any  applicable  termination  and
            cancellation  fee pursuant to this agreement,  and (iv) Customer has
            returned to Phoenix all Phoenix Confidential  Information  requested
            by Phoenix. Upon Customer's approval,  Phoenix shall be permitted to
            destroy  customer's  files and data any time  after 90 days from the
            final use of such files for processing.

      12.6. Return of Phoenix Software and Documentation.

            Upon  termination,  expiration or  cancellation,  the Customer shall
            return to Phoenix all copies of the Phoenix Software,  Documentation
            and manuals and other documentation provided to Customer or prepared
            by Customer in relation to the Phoenix  Software.  The Customer will
            remove all copies of the Phoenix  Software  from its  equipment  and
            certify such fact by written correspondence to Phoenix, the Customer
            will  immediately  discontinue  use and/or  exploitation  of Phoenix
            Software,  make any and all  payments  owed to  Phoenix  under  this
            Agreement or under any  agreement  between  Phoenix and Customer and
            cease any claim or further right in or to the Phoenix Software. Upon
            the  occurrence  of a  termination  by  Phoenix,  Phoenix  shall  be
            entitled to receive its costs,  court costs, costs of investigation,
            and reasonable attorneys fees and expenses, in collecting protect or
            preserve its rights with respect to the Licensed Software.

            The Customer  acknowledges that the failure of the Customer to cease
            using and  returning  the  Phoenix  Software at the  termination  or
            expiration   of  this   Agreement   will  result  in  immediate  and
            irremediable  damage to Phoenix and to the rights of any  subsequent
            licensee.  The  Customer  acknowledges  and admits  that there is no
            adequate remedy at law for such failure and agrees that in the event
            of such failure,  Phoenix  shall be entitled to equitable  relief by
            way of  temporary  and  permanent  injunctions  and such  other  and
            further  relief as any  court  with  jurisdiction  may deem just and
            proper.

13.   Migration.

            The  Customer  may  migrate to an in-house  environment  at any time
            after the  first  year of the  initial  term of this  Agreement.  To
            migrate,  Customer  must pay Phoenix a software  license fee for the
            Phoenix  System at  Phoenix's  then current  price,  less a discount
            determined  by the number of years  customer  has  received  service
            hereunder as follows:

                         Completion of                Discount
                        Year as Customer             Percentage
                          1                              12%
                          2                              16%
                          3                              20%
                          4                              24%
                          5                              30%


                                       14
<PAGE>

            Customer must notify Phoenix at least 180 days prior to the intended
            date of  migration  of its  intent  to  execute  such  option.  Upon
            migration  to an  in-house  processing,  Customer  will  assume  all
            reasonable costs for preparing records,  files, reports, and related
            materials,   any  technical  counseling  provided  by  Phoenix,  all
            installation and implementation  costs for such migration,  and must
            purchase  the  hardware,   network,  and  communications   equipment
            required to support  such  processing  as required by Phoenix.  Such
            costs will be estimated by Phoenix and incorporated  into a separate
            agreement to be executed prior to the migration of the system unless
            a  later  date  is  agreed  upon.  Additionally,  Customer  will  be
            obligated  to purchase  all  computer  equipment  deemed  surplus by
            Phoenix as a result of the  migration.  The purchase  price shall be
            the then  current book value for  equipment  purchased by Phoenix or
            the  then  current  buyout  price if the  equipment  was  leased  by
            Phoenix.  Such  purchase  by the  Customer  is limited to  equipment
            purchased or leased in conjunction with Phoenix performing  services
            under this agreement.

14.   Indemnification by Customer.

            After the date hereof,  Customer  shall  defend,  indemnify and hold
            Phoenix, its officers,  directors,  employees,  agents, shareholders
            and  affiliates,  harmless  from and  against  any and all  demands,
            claims, actions or causes of action,  assessments,  losses, damages,
            liabilities,  costs, expenses (including reasonable attorneys' fees,
            interest,  penalties and disbursements and court costs), settlements
            or money judgments  asserted against,  resulting to, or imposed upon
            Phoenix, directly or indirectly, by reason of, or resulting from the
            breach  by  Customer  of  any  representation,  warranty,  covenant,
            agreement  or other  obligation  of  Customer  contained  in or made
            pursuant  to this  Agreement  or any other  document  or  instrument
            delivered in connection with this  Agreement,  or any claims arising
            in  connection  with or relating to the  business of Customer or the
            presence,  removal,  condition,  location  or use of the  Processing
            Services  or use of the  Phoenix  System  or of or  relating  to the
            Material or any transmission,  or  interconnection  of such Material
            with third party  providers  or carriers or the use or misuse of the
            subject  matter  being  transmitted  or any other claim made against
            Phoenix relating to Customer's programming or transmissions.

15.   Miscellaneous.

      15.1. Exclusivity.  Phoenix shall be the exclusive provider of application
            processing service to Customer during the term of this Agreement.

      15.2. Rights Not  Exclusive.  No right or remedy of either party  provided
            hereby shall be exclusive of any other right or remedy.

      15.3. No Waiver.  No failure of either party to exercise any of its rights
            under any provision of this Agreement or waiver of any breach of the
            terms of this


                                       15
<PAGE>

            Agreement  by the other party shall be  construed  as waiver of such
            rights  or of any other  breach  of the same or any other  provision
            hereof

      15.4. Notices. All notices,  requests and other communications required or
            permitted to be given or delivered  hereunder to either party should
            be in  writing,  and  shall  be  personally  delivered,  or  sent by
            certified or registered mail,  postage prepaid and addressed,  or by
            overnight  courier  such as  Federal  Express  to such  party at the
            address shown on the first page of this Agreement,  or at such other
            address as shall have been  furnished by notice given in  compliance
            with this section.  All notices,  requests and other  communications
            shall be deemed to have been given upon delivery as evidenced by the
            return receipt or delivery records of the courier.

      15.5. Insurance.  Customer shall  maintain such  insurance  coverage as it
            deems  appropriate to protect Customer and its customers from losses
            or damages, including without limitation losses or damages resulting
            from any theft,  forgery,  computer manipulation or other misconduct
            of any person. Phoenix shall carry liability insurance but shall not
            be liable  for any  losses  or  damages  in excess of the  lesser of
            $1,000,000  or the  amount  of any such  liability  coverage  or the
            amounts  provided for in Section 10.3  hereof,  Customer  shall also
            maintain  workers'  compensation,  public liability and group travel
            insurance coverage for Customer's employees while on the premises of
            Phoenix.

      15.6. Entire  Agreement.  The parties agree that this  agreement,  and all
            exhibits and attachments hereto contain the entire agreement between
            the parties concerning the subject matter hereof.

      15.7. Amendment,  Waiver. This agreement may not be amended or altered and
            no rights shall be deemed waived unless such  amendment or waiver is
            set forth in writing and executed by all parties hereto.

      15.8. Assignment.  This  agreement  may not be  assigned  by either  party
            without the express written consent to of the other party,  provided
            that  either  party may assign  all of its  rights  and  obligations
            hereunder to any successor in interest to all or  substantially  all
            of its business or assets  without  such  consent if such  successor
            agrees to be bound by the terms of this  Agreement.  This  agreement
            shall be binding upon and shall inure to the benefit of each party's
            permitted successors and assigns.

      15.9. Severability_  If any provision of this agreement  should be held to
            be invalid,  illegal or unenforceable,  then such provision shall be
            construed in such a way as to make such  provision  enforceable,  or
            this  agreement  shall be construed as if such  provision  had never
            been  contained   herein,   and  such   invalidity,   illegality  or
            unenforceability shall not affect any other provision hereof.

     15.10. Headings.   The  headings  contained  in  this  agreement  are  for
            convenience  only  and  shall  be  ignored  when  interpreting  this
            agreement  and  shall  not be  construed


                                       16
<PAGE>

            to alter or change any provision hereof

     15.11. Choice of Law. This  agreement  shall be governed by the laws of the
            State of Florida without regard to its choice of law rules.

     15.12. Force  Majeure.  Neither  party shall be in default by reason of any
            failure in the  performance of this agreement  (other than a failure
            to make payment when due or to comply with restrictions upon the use
            of any  confidential  information  or trade secrets) if such failure
            arises out of any act, event or  circumstance  beyond the reasonable
            control of such party,  whether or not  otherwise  foreseeable.  The
            party so affected  will  resume  performance  as soon as  reasonably
            possible.

     15.13. Enforcement;  If either party brings an action under this  agreement
            (including  appeal),  the  prevailing  party  shall be  entitled  to
            recover reasonable attorneys' fees and costs.

     15.14. Counterparts.  This  agreement  may  be  executed  in  one  or  more
            counterparts,  each of which shall be deemed an original,  and which
            when taken together shall constitute one complete instrument.

     15.15. Litigation.  All disputes regarding or arising out of this Agreement
            shall be heard  exclusively in the Courts of the State of Florida to
            which jurisdiction and venue the parties irrevocably consent, except
            that Phoenix shall be entitled to obtain equitable  relief,  such as
            injunctive relief, from any court of competent jurisdiction in order
            to  protect  its rights in the  Phoenix  System,  or any  associated
            intellectual property rights. Termination or limitation of Phoenix's
            rights  in  the  Phoenix  System,  or  any  associated  intellectual
            property rights may not be awarded under any circumstances.

     15.16. Compliance with Law. Customer is and will be during the Term of this
            Agreement,  will be, in compliance with all government laws,  rules,
            regulations  and  administrative  requirements,   including  without
            limitation:

            (a)   Submitting  a  copy  of  this  agreement  to  the  appropriate
                  regulatory agencies prior to the date Services commence;

            (b)   Providing  adequate  notice  to  the  appropriate   regulatory
                  agencies of the  termination of this Agreement or any material
                  changes in Services;

            (c)   retaining  records of its  accounts as required by  regulatory
                  authorities;

            (d)   Obtaining and  maintaining,  at its own expense,  any Fidelity
                  Bond required by any regulatory or government agency; and

            (e)   Maintaining  at its own  expense,  such  casualty and business
                  interruption insurance coverage for loss of records from fire,
                  disaster,   or  other  causes,  and  taking  such  precautions
                  regarding   the  same,   as  may  be  required  by  regulatory
                  authorities.


                                       17
<PAGE>

     15.17. Employees. During the Term of this Agreement and for a period of two
            years thereafter,  neither party will directly or indirectly solicit
            for  employment  any employee of the other without the prior written
            consent  of the other.  In the event of a breach of this  paragraph,
            the breaching party shall pay the non-breaching party a sum equal to
            the employees base compensation for the previous twelve month period
            multiplied by on hundred thirty-three percent (133%). This sum shall
            be deemed liquidated damages and shall be agreed to be a fair sum to
            compensate the non-breaching party.

     15.18. Third Party  Review:  Phoenix  provides  for periodic SAS 70, Type I
            independent  audits of its  operations.  Phoenix  shall provide each
            Client  serviced  from the  audited  data  center with a copy of the
            audit and shall  charge  each  Client a prorated  share of the audit
            cost not to exceed $1,000.00 per audit. Each audit shall comply with
            all applicable FDIC other federal  regulations  pertaining  thereto.
            Phoenix  and  Client   agree  that  third  party   auditor  will  be
            responsible   for  proper   application  and  testing  of  currently
            applicable data processing and regulatory standards.

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

     15.20. Not a Joint  Venture or  Partnership.  This  Agreement  shall not be
            construed   as   creating   a  joint   venture,   co-venture   or  a
            co-partnership  between the  parties  nor result in a joint  service
            offering to their respective customers. Neither party shall have any
            authority  to bind the other or the other's  representatives  in any
            way.

ACCEPTED AND AGREED AS OF THE EFFECTIVE DATE:

Two River Community Bank                Phoenix International Ltd., Inc.


------------------------------------    ----------------------------------------
Signature                               Signature

/s/ Michael J. Gormley                  /s/ Richard T. Powers
------------------------------------    ----------------------------------------
Print Name                              Print Name

Senior Vice President & Treasurer       Senior Vice President
------------------------------------    ----------------------------------------
Print Title                             Print Title

November 17, 1999                       November 18, 1999
------------------------------------    ----------------------------------------
Date                                    Date


                                       18
<PAGE>

                                    EXHIBIT A

                               Processing Services
                               -------------------

Customer & Product Controls
Administrative Controls
Customer Processing Deposit Processing Loan Processing Teller
Processing Nightly Processing
General Ledger Administration & Maintenance Executive Information System
Data Dictionary: Deposits
Data Dictionary: Loans
Data Dictionary: Customer Information
Report Dictionary Internet Home Banking Voice Response
Safe Deposit Box Processing
IRA Processing
ACH Processing
Call Report Extracts (quarterly)


                                       19
<PAGE>

                                    EXHIBIT B
                              Standard Fee Schedule
                   Account and Transaction Processing Pricing
                       (All fees monthly unless specified)

          Core Processing                  Volume Sensitive        Monthly Fee
          ---------------                  ----------------        -----------

Minimum Processing Fee                   up to 10,000 accounts      $ 5,000
Monthly minimum for Core Processing
months 1-4                                                          $ 2,500
Deposit Accounts                         $.60 per account
Loan Accounts                            $.75 per account
General Ledger                           $.25 per account
Relationship Management System                                     Included
Teller System                                                      Included
Executive Information System                                       Included
Ancillary Systems
     Call Reporting                                                    $200.00
     Accounts Payable                                                  $250.00
     Loan Origination                                                  $500.00
     Deposit Document Preparation                                      $500.00
     Voice Response System                                             $600.00
Internet Banking                         $.15 per account            $1,500.00
Optical Reporting                        $.01 per account              $500.00
Test Bank                                $.05 per account              $400.00
Business Recovery Service                $.02 per account              $500.00

Data Communications
Terminal Access                          $15.00 per terminal
Communications Hardware maintenance      $65.00 per month
Telephone Lines                          Pass thru
Equipment Charges DSU/CSU                Pass thru

Phoenix Inc. shall add to these charges an  administrative  fee of Eight Percent
(8%) to all pass through costs


                                       20
<PAGE>

Data Transmissions
------------------
Coupon Orders                                                            $200.00
Check Orders                                                             $200.00
ATM Balance Files                                                        $500.00
ATM Card Files                                                           $200.00
Debit Card Files                                                         $500.00
POD/Statement Files                                                      $500.00
Receiving ACH Files                                                      $500.00
Originating ACH Files                                                    $500.00
Misc., Transaction Files                                                 Quote

Note: All fees quoted herein are minimum monthly  processing  fees.  Conversion,
training,  installation  and  processor  certification  fees  for all  ancillary
products will be quoted under separate cover upon request.


                                       21
<PAGE>

                              Standard Fee Schedule
                               Non-Recurring Fees
                               ------------------

<TABLE>
<S>                               <C>                                       <C>
Research Fee                      Based upon actual time at then current rate

Data Base Mass Changes            Based upon actual time at then current rate

Third Party Certification         Currently Phoenix certified               $2,500.00
                                  Non-certified based upon actual time at then current rates
New Branch Set up Fees
Branches 1-5                                                                No Charge
Branches 5-20                                                               $2,500.00 per branch

System Administrator Changes
     New Product Set up Fee
     (includes parameter set up and testing)
       Deposit per product
       Loans per product
       Relationship
       Management System                                                    $250.00 per product
Other System Administrator Changes
(Includes parameter set up and testing)
       General Ledger
       Bank Controls
       Security changes                                             10 Free Changes per month
                                                                    Additional changes based
                                                                    upon actual time at then
                                                                    current rates

Design Teller Receipts                                                      $200.00 per receipt
Develop Crystal Reports                                                     $75.00 per request
Custom Extracts/Development                                                 Quote
Teller and Platform Procedures Manual                                       Quote
Safe Deposit Box Setup                                                      Quote

One Time Set Up Fee
Base on asset size, number of
       products and accounts
System Implementation Services:
Set-Up Phoenix Product Definitions
Deposit, Loans, Client Relationship                                         $40,000.00 Minimum
       Management, and General
       Ledger Set up base
Training Fees
       Phoenix Training For Core System $25,400.00 plus reasonable out of pocket
       travel expense
</TABLE>

                              Standard Fee Schedule


                                       22
<PAGE>

                        Phoenix Internet Banking System *
                          Estimated Installation Costs

Implementation Services                                        $ 9,600.00
Bill Payment Set up Fees                                       $ 3,000.00
Web Site Design                                                Quote
Monthly Recurring Fee            $.15 per account              $1,500.00 Minimum
Data Communications Charges                                    Pass Thru

                         Phoenix Voice Response System *

                          Estimated Installation Costs

Implementation Services                                        $ 7,000.00
Voice Response Hardware Required                               $ 8,000.00.
Data Communications Charges                                    Pass Thru

*     Price quotes valid until Nov 30,1999


                                       23
<PAGE>

                  Exhibit C - Communication Management Services

Local Network Services

Phoenix shall act as  Customer's  designated  representative  to arrange for the
purchase,  installation and maintenance of data lines, modems or other interface
devices  necessary to access the Phoenix System.  Maintenance  services shall be
provided for a designated call window and service level (i.e.,  depot,  on-site)
as shall be agreed upon by Phoenix and Customer.  Where  requested,  this option
may include  additional  dial-up lines and equipment to be utilized as a back up
to the regular data lines.

Phoenix shall bill Customer for the actual  charges  incurred for the data lines
and for the maintenance of the modems and other interface devices. Phoenix shall
add to these charges an  administrative  fee of eight  percent (8 %),  equipment
purchase  and  installation  fees will be  amortized  over 36 months and will be
billed to Customer at the price listed below or Customer  shall pay one time for
all  hardware  and   installation   upon   installation   of  the  hardware  and
communications  lines. Customer shall have ownership of the equipment at the end
of the full  amortization  period or shall pay the  unamortized  balance  if the
contract is terminated prior to sixty (60) months.

      Estimated Monthly Line Costs              $ 700.00

Network Design Services

Phoenix  shall  perform  a survey of  Customer's  operations  and shall  analyze
communications  requirements.  A  network  design  plan  shall  be  created  and
submitted to Customer for its approval.  Where Customer has requested,  the plan
shall include a provision for Dial Backup service for Contingency Operations.

      Network Design Fee:                       $ 1,000.00


                                       24
<PAGE>

                                  SCHEDULE C.1
                                  ------------
                            Communications Equipment
                (To Be Completed within I week of Effective Date)

      Location      Description      Unit/Model      Unit/Price      Total
      --------      -----------      ----------      ----------      -----




Bank Two River Community Bank              Phoenix, Inc.


By:    _________________________________   By:    ______________________________
Name:  /s/ Michael J. Gormley              Name:
       ---------------------------------          ------------------------------
Title: Senior Vice President & Treasurer   Title:
       ---------------------------------          ------------------------------
Date:  November 17, 1999                   Date:
       ---------------------------------          ------------------------------


                                       25
<PAGE>

                    DATA COMMUNICATIONS AUTHORIZATION LETTER
                    ----------------------------------------

Phoenix , Inc.
4175 Veterans Memorial Highway, Suite 405
Ronkonkoma, NY 11779

This  letter  authorizes  Phoenix to act as our  representative  to order on our
behalf the equipment and/or circuitry shown on the attached Schedule C-1.

It is further  understood  and agreed that Title to the computer  hardware shall
pass from the manufacturer/supplier to Client upon full payment.

Phoenix will acquire all hardware and related  telecommunications  equipment and
order required  telecommunications  lines and will be responsible for payment of
all invoices relative to the purchase,  delivery,  installation,  insurance, and
subsequent  maintenance of the above  equipment,  plus any taxes that may apply.
Phoenix will capitalize the equipment and related  telecommunications costs over
the initial  thirty-six (36) month term of the Agreement and invoice client on a
monthly basis beginning on the month in which the communications  facilities are
first utilized.

Original  manufacturers  terms and  conditions  are in effect on delivery and if
maintenance  services are desired,  they are described in  manufacturer/supplier
documents.

Sincerely,


By:    /s/ Michael J. Gormley
       Two River community Bank
       -------------------------------------------
Title: Senior Vice President & Treasurer
       -------------------------------------------
Date:  November 17, 1999
       -------------------------------------------


                                       26
<PAGE>

                                    EXHIBIT D

                      Installation And Training Activities

Training in the use and  operation of the Phoenix  Banking  System'  licensed to
Phoenix by Phoenix  International Ltd., Inc., a Florida corporation  ("Phoenix")
for the number of Client personnel  designated will be provided primarily at the
Client site or,  alternately,  at a site  designated  by Phoenix .  Installation
services are those  activities  designated  to establish the Bank on the Phoenix
Banking SystemTM at the Phoenix , Ronkonkoma,  New York,  center and to transfer
the processing of Client's data from the present financial  servicer  processing
system to Phoenix for any existing Client accounts to be serviced by Phoenix .

A.    Phoenix Responsibilities

      1.    Phoenix shall  designate a Phoenix  installation  manager to oversee
            all installation activities and coordinate these activities with the
            Client Liaison.

      2.    Phoenix shall conduct a  post-contract  impact analysis to determine
            changes in Client's  operation  activities to conform to the Phoenix
            System.

      3.    The Phoenix  installation  manager  shall meet at Client's site with
            Client's  management  and operation  personnel,  as soon as possible
            after  execution  of the  Agreement,  for a detailed  discussion  of
            installation and training activities.  Detailed  Installations plan,
            specifying  Phoenix and Client  responsibilities  will be  completed
            within 15 business days of the Agreement.

      4.    Phoenix shall write and test the computer software programs required
            to convert Client's database and accounts from the current processor
            or formats and third party  processors or formats to the appropriate
            Phoenix   format.   Phoenix   shall  also  review   results  of  the
            installation and edit programs with Client to verify accuracy.

      5.    Phoenix  shall provide  education and training to designated  Client
            personnel and the applications selected by Client from Schedule A.

      6.    All  training  shall take  place at Client  Banking  Office,  or, if
            necessary,  at a Phoenix designated  training facility in accordance
            with the mutual  agreed upon  installation  and training  activities
            referenced in paragraph 3 above.

            Phoenix shall verify that Client's personnel have concluded training
            and are ready for  processing  under the  Phoenix  system  for their
            necessary use of the system.

            Phoenix  shall  monitor  Client's site  preparation  activities  and
            provide advice regarding:

                  -     Telecom Equipment; Remote Print.

                  -     Telecom Line Locations.

                  -     Electrical Power Requirements.

                  -     Air Conditioning Requirements.


                                       27
<PAGE>

B.    Client Responsibilities

      Client  shall  designate  a Client  installation  manager to be Phoenix 's
      primary contact.  The Client installation manager shall be responsible for
      coordination of proper resources from Client  management and operations to
      ensure timely completion of all Client projects, including but not limited
      to:

      o     Review and selection of processing options.

      o     Establishing Chart of Accounts.

      o     Gathering information for product and parameter set-up.

      o     Analysis and verification of pre-installation test output.

      o     Availability  of Client to assist in balancing and  verification  of
            data accuracy.

      Client shall  designate a training  manager to  coordinate  attendance  at
      Phoenix training classes and to supervise the training of all other Client
      personnel by the Phoenix  staff.  The training  manager  shall verify that
      personnel  selected by Client to attend  Phoenix  classes have  sufficient
      product knowledge and experience to teach other Client staff. The training
      manager shall also assure that there is sufficient  time set aside for the
      training of all necessary and available Client's personnel.

      Client shall notify third  parties in writing of its intent to use Phoenix
      as the data  processing  service  provider  and will  support  Phoenix  's
      actions in set-up, deconverting,  testing and preparing the Phoenix system
      for productive use.

      Client  shall  select  and  order all  forms,  coupons,  and  other  items
      necessary for supporting the loan servicing operation.

      Client shall prepare the  installation  site for all Equipment and Telecom
      lines including proper electrical and air conditioning.


                                       28
<PAGE>

      Client shall use only  equipment  that has been certified for use with the
      software by Phoenix.  Phoenix may be contracted  to provide  equipment and
      installation  service in which case the equipment to be purchased  will be
      specified in Schedule C.I., attached,

Bank Two River Community Bank              Phoenix, Inc.


By:    _________________________________   By:    ______________________________
Name:  /s/ Michael J. Gormley              Name:  /s/ Richard T. Powers
       ---------------------------------          ------------------------------
Title: Senior Vice President & Treasurer   Title: Senior Vice President
       ---------------------------------          ------------------------------
Date:  November 17, 1999                   Date:  November 18, 1999
       ---------------------------------          ------------------------------


                                       29
<PAGE>

                                    EXHIBIT E
                           Business Recovery Services

BUSINESS RECOVERY SERVICES

A "Disaster"  shall mean any  unplanned  interruption  of the  operations  of or
inaccessibility  to the  Phoenix  Data  Center  which  appears,  in  Phoenix  's
reasonable judgment,  to require relocation of processing to an alternative site
Phoenix shall notify Client as soon as possible  after it deems a service outage
to be a Disaster.  Phoenix  shall move the  processing  of Client's Base On-line
Services to an alternative  processing center as expeditiously as possible,  and
shall  coordinate  the  cutover  to  back-up  data  lines  with the  appropriate
carriers.  Client shall maintain adequate records of all transactions during the
period of service  interruption,  and shall have  personnel  available to assist
Phoenix in  implementing  the switch  over to the  alternative-processing  site.
During a Disaster,  Optional or On-Request Services shall be provided by Phoenix
only to the extent that there is adequate capacity at the alternate center,  and
only after stabilizing the provision of Base Online Services.

TESTING

Phoenix shall test its Business  Recovery  Services  Plan by conducting  one (1)
annual  test.  Client  agrees to  participate  in one f test  annually to assist
Phoenix  in such  testing.  Test  results  will be made  available  to  Client's
regulators,  internal  and  external  auditors,  and (upon  request) to Client's
insurance underwriters,

CLIENT BUSINESS RECOVERY PLANNING

Client  understands  and  agrees  that the  Phoenix  Business  Recovery  Plan is
designed  to  minimize  but  not  eliminate  risks  associated  with a  Disaster
affecting  Phoenix 's Application  Processing  Center.  Phoenix does not warrant
that  service  will be  uninterrupted  or error free in the event of a Disaster.
Client maintains  responsibility  for adopting a Business Recovery Plan relating
to  disasters   affecting  Client's   facilities,   and  for  securing  business
interruption  insurance or other  insurance  as  necessary  to properly  protect
Client's  revenues in the event of a disaster.  Phoenix  disaster  and  recovery
services   shall  meet  all   applicable   FDIC  or  other  federal   regulatory
requirements.


                                       30
<PAGE>

COMMUNICATIONS

Phoenix shall work with Client to establish a plan for alternative data
communications in the event of a Disaster. Client shall be responsible for
furnishing any additional communications equipment and data lines required under
the adopted plan from the Client's Diaster Recovery Facility to Phoenix's
Processing Application Center

Bank Two River Community Bank              Phoenix, Inc.


By:    _________________________________   By:    ______________________________
Name:  /s/ Michael J. Gormley              Name:  /s/ Richard T. Powers
       ---------------------------------          ------------------------------
Title: Senior Vice President & Treasurer   Title: Senior Vice President
       ---------------------------------          ------------------------------
Date:  November 17, 1999                   Date:  November 18, 1999
       ---------------------------------          ------------------------------

   Please retain the second copy of this authorization form for your records.


                                       31
<PAGE>

                                    EXHIBIT F

                       Performance Expectations/Standards

System Availability (Hours of Operation)
----------------------------------------

                  On-Line:    7:00 a.m. - 8:00 p.m. Monday - Friday
                              7:00 a.m. - 3:00 p.m. Saturday
                              Unattended Sunday and Holidays

System Availability
-------------------

                  Monthly Average       98%

Report Delivery
---------------

                  Receipt of Optical Download:

Terminal Response Time
----------------------

                  Transaction Average

Client Service Responsiveness
-----------------------------

                  Help Desk:                     7:30 a.m. - 5:00 p.m. M-F
                  After Hours :                  On Call
                  Data Center Project Schedule:  Published monthly
                  Status Reporting:              Prior day exceptions by 9:00
                                                 a.m.
                  Incident Resolution Call:      2 hours intervals until
                                                 resolution

Data Communications
-------------------

                  Terminal (Station)
                  Additions/Deletions:           2 weeks from date of request

                  Branch Additions:              Subject to Data Communications
                                                 Provider

Record Retention
----------------

                  Daily Production Files         60 days
                  EOM                            13 months
                  EOQ                            5 quarters
                  EOY                            7 years (offsite)


                                       32
<PAGE>

      Amendment # 1 to the Application Processing Agreement between Harland
  Financial Solutions, Inc. ("HFS") and Two River Community Bank ("Customer"),
                      dated on or about November 17, 1999.

This Amendment #1 to the Application  Processing Agreement (the "Amendment #1 ")
is entered  into  between  Harland  Financial  Solutions  ("HFS")  and Two River
Community  Bank  ("Customer"),  and  modifies a certain  Application  Processing
Agreement  dated on or about  November  17, 1999  between  Customer  and Phoenix
International LTD. (HFS' predecessor in interest),  whereby Customer  contracted
for certain Processing  Services related to HFS' Phoenix System (the "Processing
Agreement"). The terms and conditions set forth in this Addendum are in addition
to the terms and conditions  contained in the Processing Agreement and any other
referenced   addenda,   attachments,    exhibits,   schedules   (together,   the
"Agreement").  Where conflicts arise between the terms of the Agreement and this
Amendment,  the specific terms of this Amendment shall govern.  Customer and HFS
agree to modify the terms of the Agreement as follows:

HFS has  assumed  the  Agreement.  Therefore,  "Phoenix  International,  LTD" is
changed to "Harland  Financial  Solutions,  Inc.",  and  "Phoenix" is changed to
"HFS" where such terms appear in the Agreement.

Section 3. Term. This section is replaced in its entirety as follows:
----------------

      The  term of this  Agreement  will  extend  through  June 30,  2006.  Upon
      expiration, the Agreement will automatically renew for successive terms of
      two (2) years unless either party provides  written notice to the other of
      its intent not to renew for another  term at least six (6) months prior to
      the expiration of the Agreement.

      Exhibit B --- Standard Fee Schedule. In Exhibit B of the Agreement:

      The  sections   entitled  Core  Processing  and  Data   Transmissions  are
      eliminated and replaced with the following:

      "Customer  agrees  to  pay  to HFS  the  following  fees  for  the  Remote
      Processing Services.  Except as otherwise provided, all fees are recurring
      monthly fees. Customer  understands and agrees that all fees quoted herein
      are monthly processing fees.

      "Conversion,  training,  installation and processor certification fees for
      any  products  not  specified  herein  will be provided by HFS to Customer
      separately upon Customer's request."


                                       1
<PAGE>

      Recurring Monthly Fees Based on Customer's Asset Value

      Commencing  on January 1, 2005 and for each  month  thereafter  during the
      renewal  period  of the  Agreement,  Customer  will pay fees  based on the
      Customer's Asset Value according to the following schedule:

      Customer shall pay to HFS a Monthly Asset Value Payment (as defined below)
      in each month of the agreement (prorated for the number of days of partial
      months).  Customer shall pay to HFS a Monthly Asset Value Payment based on
      its Asset Value as of the last business day of the  immediately  preceding
      month.  Each Monthly Asset Value  Payment shall be due and payable  within
      thirty (30) days of Customer's receipt of an invoice for such amount.

      Monthly Asset Value Payment.  For purposes of this Amendment #1,  "Monthly
      Asset  Value  Payment"  shall  mean  and be  determined  according  to the
      following formula:

      Monthly Asset Value Payment:

            $6800.00 + ($22.00 x (total bank assets/one million))

      For the computation above, "total bank assets" is in millions.

      Reporting Requirements.  On or before the third (3rd) business day of each
      calendar month, Customer shall submit to HFS (by such means as directed by
      HFS  from  time to  time  (i.e.,  via  email,  fax or  other  means  where
      confirmation  of receipt by HFS is  available))  its Asset Value as of the
      last business day of the  immediately  preceding  calendar  month.  In the
      event  Customer  fails to provide  its Asset  Value in a timely  manner as
      provided  in this  Section,  HFS shall have the right and option to either
      (i)  wait on the  Asset  Value  to be  provided  or (ii)  rely on the most
      recently  provided Asset Value for Customer and proceed with invoicing for
      charges  as  provided   hereunder  (and  adjusting  the  charges  for  the
      immediately following months if the Asset Value is subsequently determined
      to have been incorrect).

      The Section entitled Non-Recurring Fees is amended as follows:

      Develop Crystal Reports... Quote

      Additional Fees

      All  other  terms  in  Exhibit  B  remain  in  force,  including,  without
      limitation,  the  fees  related  to  Data  Communications  and  all  other
      Non-Recurring Fees (beginning on page 21 of the Agreement). Any additional
      data  communication  requirements  or  Non-Recurring  Fees not  listed  in
      Exhibit B are subject to Quote and additional fees.


                                       2
<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the
      date first written above:

HARLAND FINANCIAL SOLUTIONS, INC        TWO RIVER COMMUNITY BANK


By:   /s/ Corbin A. Shaver              By:    /s/ Michael J. Gormley
      -----------------------------            ---------------------------------
         (Authorized Signature)

Name: Corbin A. Shaver                  Name:  Michael J. Gormley
      -----------------------------            ---------------------------------

Title:SVP and General Manager           Title: EVP/CFO
      -----------------------------            ---------------------------------

Date: 02/01/2005                        Date:  02/01/2005
      -----------------------------            ---------------------------------


                                       3