Exhibit 10.38

                     MAC(R) NETWORK PARTICIPATION AGREEMENT

This MAC(R) Network  Participation  Agreement  ("Agreement") is dated 9-20-2000,
2000 by and between MONEY ACCESS SERVICE INC. with offices  located at 1100 Carr
Road,  Wilmington,  Delaware  19809  ("MAS",  "we" or  "us")  and  TOWN  BANK OF
WESTFIELD  with  offices  located at 520 SOUTH AVE.,  WESTFIELD,  NJ 07091 ("MAC
Participant" or "you").

                                   Background
                                   ----------

MAS operates an electronic fund transfer network using the federally  registered
service mark and logo, "MAC(R)" and known as the "MAC(R) Network" which includes
automated  teller  machine,  point  of  banking  and  point  of  sale  terminals
identified  by the  registered  MAC service  marks and accessed by using certain
plastic  cards  with  magnetically   encoded  stripes  issued  by  participating
financial institutions to their account holders allowing such account holders to
perform certain banking,  financial and purchase  transactions.  MAC Participant
desires to  participate  in the MAC Network,  issue MAC cards to its  depositors
and, if it elects to do so, operate MAC terminals.

NOW,  THEREFORE,  in consideration of the mutual premises herein contained,  MAS
and MAC Participant  agree to be legally bound by the terms of this Agreement as
hereinafter set forth.

1. DEFINED TERMS. All capitalized terms used in this Agreement and not otherwise
described herein shall have the meanings set forth in the MAC Rules.

2. MAC NETWORK  PARTICIPATION.  MAS agrees to provide you with access to the MAC
Network,  a license to use the MAC Marks and processing of Transaction  requests
by your MAC Cardholders  through the MAC Switch, all of which shall comprise the
MAC Network services.  You agree to participate in the MAC Network in accordance
with the following:

a.  Access to the MAC  Network.  We agree to provide  you with access to the MAC
Switch and other resources necessary to receive and process Transaction requests
made by your MAC  Cardholders  at MAC  Terminals  which  are  linked  to the MAC
Network and owned,  operated or  sponsored by other MAC  Participants,  ATOs and
Merchants participating in the MAC Network.

b.  Processing MAC Transaction  Requests.  We agree to receive at our MAC Switch
and to process on your behalf  requests,  messages and other  material and items
transmitted  to you  through  us by and from  other MAC  Participants,  ATOs and
Merchants  operating  MAC  Terminals as a result of the use of MAC Cards by your
MAC Cardholders. We will process these Transactions on your behalf in accordance
with our MAC Rules and your instructions.

c. MAC Network Processing Options. As a MAC Participant, we agree that you shall
have the right to choose your method of connection to and  processing in our MAC
Network from the following options:

(i) You may choose to use MAS as a processor to authorize Transactions conducted
by your Cardholders and/or, at your option, to operate,  control,  supervise and
monitor any of your MAC Terminals.  If you choose this option you agree to enter
into a separate agreement with MAS for its processing services.

(ii) You may  operate as a Direct  Intercept  Processor  to  authorize  your own
Transactions and operate,  control,  supervise and monitor the MAC Terminals you
operate through your own  self-operated  computer  facilities.  If you choose to
operate in this manner you must  establish a direct  communications  link to our
MAC Switch and satisfactorily complete Certification with the MAC Network.

(iii) You may choose to use the  services  of  another  Processor  to  authorize
Transactions conducted by your Cardholders and/or to operate, control, supervise
and monitor any MAC  Terminals you operate as well.  Further,  you may choose to
share these  responsibilities  with a Processor  by  performing  either of these
functions for yourself  while using the Processor to perform the other  service.
Or, you may choose to

<PAGE>

authorize your own Transactions and operate, control,  supervise and monitor the
MAC  Terminals  you  operate  but  connect  to the MAC  Switch  through  another
Processor.  If you choose any variation of this option,  you must designate such
Processor  to us and such  Processor  must meet the  standards  for third  party
Processors  under the MAC Rules,  enter into a MAC Processor  Agreement with us,
establish a communications  link to our MAC Switch and  satisfactorily  complete
Certification with the MAC Network.

You  shall  indicate  your  selection  of  processing   options  to  us  on  the
Specification Form which you complete in accordance with our instructions.

3.  LICENSE TO USE MAC  MARKS.  MAS owns the MAC Marks  which are the  federally
registered  service  marks of the  terms  MONEY  ACCESS  CARD(R),  MONEY  ACCESS
CENTER(R),  MONEY ACCESS  SERVICE(R) and MAC(R) with related  symbols and logos.
MAS also owns certain other  federally  registered  service marks using MAC or a
derivative thereof.  For the term of this Agreement,  MAS hereby grants to you a
nonexclusive,  non-transferable  license, without a right of sublicense,  to use
the MAC Marks in compliance with MAC Graphic Standards on MAC Terminals,  Cards,
signs and various forms of marketing materials. To preserve the integrity of the
MAC Marks,  we shall  have the right to approve  your first use of the MAC Marks
and  thereafter,  from time to time,  may inspect your records of use or collect
samples of your use of the MAC Marks during the term of this Agreement.  The MAC
license will terminate  immediately  and without further action by us if you use
the MAC Marks in any manner without our consent other than as provided herein or
upon any termination of this Agreement.

4. MAC  NETWORK  RULES.  The MAC  Network  has  adopted  rules and  regulations,
policies,  operating procedures,  Transaction routing requirements,  MAC Graphic
Standards  and  technical  specifications  and  requirements,  including but not
limited to Transaction sets, message formats,  receipt requirements,  Cardholder
instructions and screens  (collectively  herein the "MAC Rules" or "our Rules").
These MAC Rules govern the provision of MAC Network  services.  We may modify or
amend the MAC Rules from time to time, including the Transactions or Transaction
sets and may require all MAC Terminals to be altered if necessary, at your cost,
to accommodate  the Transaction  modification.  You agree to abide by and comply
with the MAC Rules at all times in  participating  in the MAC  Network and using
MAC Network services.

We agree to deliver to you prior to  execution  of this  Agreement a copy of the
MAC Rules to enable  you to  participate  in the MAC  Network.  We also agree to
provide  you with any  amendments,  updates and changes to the MAC Rules as they
occur from time to time. Any such  amendments and changes to the MAC Rules shall
be effective as provided in such Rules. You acknowledge you have received a copy
of the MAC Rules.  You agree if you are in  noncompliance  with our MAC Rules at
any time during the term of this Agreement,  you will pay the standard MAC fines
and  penalties  for each such  occurrence as set forth in the MAC Rules and that
such noncompliance may be the basis of termination of this Agreement.

5. FEES.
   -----

a.  Schedule  of Fees.  You agree to pay the fees and  charges  set forth on the
Schedule of Fees to this Agreement for our MAC Network  services  provided under
this  Agreement.  You  agree  that  if  we  add  new  MAC  Network  services  or
Transactions  during the term of this  Agreement  we may amend such  Schedule of
Fees to add charges for such new services or Transactions at any time. All other
fees shall be due for payment  within thirty (30) days from the date billed.  We
will submit monthly statements for the fees, communications and related charges,
plastic  cards,  supplies,  marketing  materials  and other costs payable by you
pursuant to this  Agreement.  Payment  will be made in  accordance  with the MAC
Rules.  We may increase or decrease the Schedule of Fees effective  January 1 of
each year upon not less than one hundred twenty (120) days' prior written notice
to you.

b. MAC Interchange  Fees. You agree to pay the MAC Interchange Fees set forth on
the  Schedule  of  Fees  for  each  Transaction  conducted  by one of  your  MAC
Cardholders at a MAC ATM or POB Terminal  operated by another MAC Participant or
an ATO. We may increase or decrease the Interchange  Fees upon not less than one
hundred twenty (120) days' prior written notice to you.

<PAGE>

c. MAC Interchange Payments. Upon collection,  we will pay you a MAC Interchange
Payment when a MAC  Cardholder of another MAC  Participant  uses one of your MAC
ATM or POB Terminals.  In addition,  we may from time to time adopt payments for
other purposes. If we adopt such payments we will notify you, tell you when such
payments  will  commence  and  make  payments  to you when  appropriate.  We may
increase or decrease the  Interchange  or other  payments upon not less than one
hundred twenty (120) days' written notice to you.

d. Taxes and Expenses.  In addition to the applicable  standard charges itemized
on the  Schedule of Fees,  you agree to pay all  federal,  state and local taxes
assessed in  connection  with your  participation  in the MAC Network other than
those  taxes which are based on the net income or property of MAS as well as all
other expenses, fees and charges imposed by a governmental entity arising out of
or incidental to your use of MAC Network services.

6. CLEARING  ACCOUNT.  For the purpose of settling  daily  Transactions  and the
fees,  charges and expenses for MAC Network  services,  you will  establish  and
maintain,  during the term of this Agreement,  a clearing account at a financial
institution  designated or approved by us. You agree to maintain at all times in
such account a balance  sufficient to pay all daily  settlement  entries,  fees,
charges and expenses incurred for  participation in the MAC Network.  You hereby
grant MAS  authorization  to effect  credits  to and  debits  from the  clearing
account for daily  settlement  among  Participants,  ATOs and  Merchants and for
payment of the fees,  charges and  expenses  due and owing to MAS.  You agree to
execute any documentation required by us or by the designated settlement bank to
grant authority to us to debit or credit such account.

7.  CONFIDENTIALITY  OF INFORMATION.  You acknowledge that we have,  through the
expenditure  of a  significant  amount  of time,  effort,  costs  and  research,
developed  and/or  secured the right to use various  computer  programs,  forms,
logos, manuals, and related materials, including our MAC Rules, which constitute
property of great value and/or trade secrets,  and that  disclosure to others of
such  materials  may result in loss or  irreparable  damage to us.  You  further
acknowledge  that the MAC Network in its entirety  constitutes a trade secret of
MAS which is revealed to you in confidence.  Accordingly,  you agree to hold and
use any and all such  property  and  information  regarding  the MAC  Network in
confidence,  and not to disclose,  reveal,  copy, sell,  transfer,  sub-license,
assign or distribute  any part or parts of it, in any form,  to any  individual,
firm, corporation,  or other entity, or permit any of your employees,  agents or
representatives  to do so,  except as expressly  permitted in writing by us. You
further agree that upon termination of your participation in the MAC Network for
any reason, you will immediately return all such property to us.

8. LIMITATION OF LIABILITY
   -----------------------

      (a) Disclaimer of Certain Damages.  The duties and responsibilities of MAS
under this Agreement will be limited to those expressly set forth and undertaken
herein.  In no event shall MAS be liable to MAC  Participant for (i) any loss of
use,  revenue,  profit  or  business  opportunities  or  indirect,   incidental,
consequential,  punitive,  special or exemplary damages, even if MAS is informed
or is otherwise  aware or should be aware,  of the  possibility or likelihood of
such damages and regardless of whether any limited remedy provided  hereunder is
determined to fail in its essential purpose, (ii) losses or damages attributable
to or arising from overhead  allocations or general and administrative costs and
expenses of MAC Participant,  (iii) losses or damages caused other than by MAS's
own gross  negligence  or  intentional  misconduct,  or (iv)  losses or  damages
arising out of the fraudulent or criminal acts of third parties.

      (b) Damages Cap. Notwithstanding any provision contained in this Agreement
to the contrary,  the aggregate  liability of MAS during each consecutive twelve
(12)  month  period  beginning  on the  Effective  Date for any and all  claims,
demands,  costs, losses, damages or other potential or actual expenses which are
in any way related,  directly or indirectly,  to the  execution,  performance or
subject matter of this Agreement  shall not exceed the average monthly amount of
fees paid by MAC Participant to MAS during such period, exclusive of interchange
and pass-through fees, multiplied by three (3), regardless of the form of action
employed,  whether  in  contract,   warranty,  tort  (including  negligence)  or
otherwise.

<PAGE>

      (c) Risk  Allocation.  The parties agree that the  limitation of liability
set forth in this  Section 8 is a  reasonable  allocation  of risk and that such
limitation  shall apply to any remedy ordered by a court,  regardless of whether
such  court  determines  that any remedy  provided  for  hereunder  fails in its
essential purpose.

9. FORCE MAJEURE.  Neither MAS nor MAC Participant  shall be liable for any loss
resulting from a delay or failure in its provision of MAC Network services or in
the operation of a MAC Terminal due in whole or in part to any natural disaster,
epidemic,  fire, act of God, strike, war, riot, civil disturbance,  court order,
statute,  governmental issuance,  technological facility outage,  shortage of or
significant  fluctuation  in power or any  other  cause  beyond  its  reasonable
control.

10. NO  WARRANTIES.  MAS HEREBY  DISCLAIMS  ALL  WARRANTIES  INCLUDING,  WITHOUT
LIMITATION,  ANY EXPRESS AND IMPLIED WARRANTIES OF MERCHANT-ABILITY  AND FITNESS
FOR A PARTICULAR PURPOSE.

11.  INDEPENDENT  ENTITY.  We agree to provide MAC Network services to you as an
independent  contractor  only.  None of MAS's  officers,  employees,  agents  or
representatives will be subject to your control.

12. INSURANCE.  You agree to obtain all insurance  coverage which is required by
state and federal law and regulation and dictated by prudent business  practices
in connection with your participation in the MAC Network.

13. RIGHT OF  INSPECTION  OF RECORDS.  Upon  reasonable  notice to us and during
normal business hours, your representatives, auditors, and/or representatives of
your  regulatory  agencies may inspect any file which we maintain  regarding the
provision of MAC Network services to you.

14. ASSIGNMENT AND MERGER. This Agreement may not be assigned by you without our
prior written consent. If you are the subject of or a participant in a merger or
acquisition by (i) statute,  (ii) purchase of assets,  (iii) sale or exchange of
stock,  (iv)  consolidation  or (v) any other means,  such merger or acquisition
shall not terminate this Agreement;  rather, this Agreement shall remain in full
force and effect  after such  merger or  acquisition  as the  obligation  of the
surviving financial institution.

15.  EFFECTIVE  DATE AND TERM.  This  Agreement  shall be  effective  when fully
executed by us in original form and the required  payments  hereunder  have been
delivered to us. This  Agreement  shall be for an initial term of five (5) years
from  the  date  services  to  your  MAC  Cardholders  commence  hereunder  and,
thereafter,  for  successive  one (1) year renewal  terms unless  terminated  in
accordance with paragraph 16 herein.

16.  TERMINATION.  This  Agreement  may be  terminated in its entirety by either
party at the end of the initial term or any renewal term upon one hundred eighty
(180)  days'  prior  written  notice to the other  party.  In  addition,  we may
terminate this Agreement at any time if you breach the provisions  hereof,  fail
to abide by the MAC Rules or, notwithstanding  paragraph 14 herein, are acquired
by a party which is not a MAC Participant. In the event of an early termination,
you agree to pay the special termination fees provided in the MAC Rules.

17. AMENDMENTS.  Except for amendments,  expansions and other changes to the MAC
Rules,  this  Agreement  may be amended only by a writing duly  executed by both
parties.  We may amend,  expand or otherwise change the MAC Rules in whole or in
part at any time.

18. ENTIRE AGREEMENT. This Agreement, including all addenda, exhibits hereto and
the MAC Rules constitute the entire understanding  between the parties as to MAC
Network  services and supersede  all previous  communications,  past  practices,
commitments and writings.

<PAGE>

19. SEVERABILITY.  If any provision of this Agreement is held invalid,  illegal,
void or unenforceable by reason of any judicial decision all other provisions of
this Agreement shall nevertheless remain in full force and effect.

20.  WAIVERS.  No course of  dealing or failure  to  enforce  any  provision  or
exercise any right under this  Agreement by either party shall be construed as a
waiver of such  provision  or right,  affect the  validity of this  Agreement or
curtail  the ability of any party to enforce  such  provision  or exercise  such
right in the future.

21. NOTICES. All notices by one party to the other under this Agreement shall be
in writing and shall be considered delivered when actually received or three (3)
business days after placement in the U.S.  Postal Service,  whichever is sooner.
Notice  shall be sent to each  party at the  addresses  set  forth in the  first
paragraph of this Agreement.  Either party may change the address for notices at
any time by providing written notice of such change to the other party.

22.  HEADINGS.  The titles and headings which precede the text of this Agreement
have  been  inserted   solely  for  convenience  of  reference  and  contain  no
substantive meaning.

23.  APPLICABLE  LAW. This  Agreement  shall be governed by and  interpreted  in
accordance with the laws of the State of Delaware.

In Witness  Whereof,  the parties  hereto have executed this  Agreement by their
duly authorized representatives on the date first written above.

MONEY ACCESS SERVICE INC.


By: /s/ Lois Pembroke
    ---------------------------

Lois Pembroke, Sales Executive
-------------------------------
Name and Title (Printed)

TOWN BANK OF WESTFIELD
        577015
-------------------------------
Financial Institution Identification Number


By: /s/ Robert W. Dowens, Sr.
    ---------------------------

Robert W. Dowens, Sr. President
-------------------------------
Name and Title (Printed)

<PAGE>

                                Schedule of Fees
                               State of New Jersey

Participant agrees to pay MAS:

MAC Network Access Fees

1.    Card Royalty Fee

      A. Debit Cards -a monthly fee per card capable of  performing  MAC Network
debit Transactions (excluding Credit Cards).

            1-100,000                 $0.025
            100,001-1,000,000         0.01
            over 1,000,000            0.005

      B. Credit Cards - a $.01 fee per year per card capable of  performing  MAC
Network credit Transactions. Fee is assessed quarterly.

2. **ATM and POB Transaction  Fee - a per  Transaction fee (including  Declines)
for use of a Card issued by  Participant  at ATM and POB  Terminals  operated by
other  Participants  or ATOs  in the  Network  plus  Interchange  Fee  for  each
Transaction in accordance with the MAC  Interchange  Tables.  All  transactions,
including Declines are charged at each level, regardless of the tier reached.

            1-25,000                  $.13
            25,001-50,000              .11
            50,001-100,000             .07
            100,001-500,000            .06
            500,001-1,000,000          .05
            1,000,001-2,500,000        .04
            over 2,500,000             .03

3.    POS Transaction Fees

      A.    **POS  Transaction  Fee - a per  Transaction  fee  for use of a Card
            issued by Participant at POS Terminals for a Transaction  request in
            the Network. All Transactions,  including Declines are charged based
            on the lowest fee tier achieved in a given month.

            1-100,000                 $.075
            100,001-250,000            .06
            250,001-500,000            .05
            500,001-1,000,000          .04
            over 1,000,000             .03

      B.    Issuer  Reimbursement  Fee - a payment to the Issuer  Participant as
            collected  from the POS  Acquirer in the amount of $.10 per approved
            purchase.

4.    An Operating fee of $200.00 per month.

5.    A Card  prefix fee of $3.00 per month for each  prefix  associated  with a
      BIN, regardless of the number of BINs.

6.    An adjustment fee of $.05 per adjustment  processed on the  Administrative
      Terminal (MAC Manager/MAC Remote).

7.    A deposit  adjustment  fee of $1.00 per adjustment  manually  processed by
      MAS.

<PAGE>

8.    A monthly Administrative  Workstation (MAC Manager/MAC Remote) support fee
      of $50 for each  workstation  in excess of one. No monthly  support fee is
      assessed for the first workstation.

9.    Negative File Fee of $.02 per month for each record maintained on file for
      intercept processors and authorization processors.

10.   A monthly fee of $100 for a Participant  that  surcharges  Transactions at
      their ATMs.

11.   A fee of $0.05 per a surcharged Transaction.

12.   Telecommunications  fees as  applicable  to  Participant  will  be  billed
      monthly.

In  addition  to the fees  stated  above,  the  following  fee applies to Direct
Intercept Processors,  authorization processors and co-operative processors that
do not provide a positive balance file (PBF):

13.   Stand-in  Transaction Fee of $.04 per  transaction  authorized in Stand-In
      Processing mode.

In  addition  to the  above,  the  following  fees  apply  to  Direct  Intercept
Processors:

14.   Direct  Intercept  Processor link or host  maintenance link connect fee of
      $500 per communications line, per month.

15.   A modem lease of $50 per modem,  per month or a modem  maintenance  fee of
      $18 per  modem,  per month for  Direct  Intercept  Processor  link or host
      maintenance link, as applicable to Participant.

16.   Universal Service Fund fees, as implemented by the Federal  Communications
      Commission  (FCC),  will be billed as a percentage of  applicable  monthly
      telecommunication fees.

17.   Testing and Certification* $250 per hour

18.   Installation of New Port or Change of Port $2,000 per port

*Includes  administrative  set up, testing and  certification.  Hours billed for
testing  and   certification   are  based  on  individual  needs  of  processor.
Administrative  setup  requires a minimum of forty hours.  Minimums are due upon
execution of contract.

<PAGE>

Reporting and File Distribution
-------------------------------
and Delivery Charges
--------------------

In addition  to network  participation  fees the  following  charges  pertain to
certain  reporting and file  distribution and delivery charges for providing and
delivering reports:

1     A monthly report distribution fee of:

o     $125 via paper

o     $75 via fiche, $5 per additional copy of reports via fiche per month

o     $50 via host to host transmission


2.    A monthly reconciliation file fee of:

o     $125 via tape

o     $75 via transmission

3.    A  transmission   fee  of  $.30  per  minute  will  be  assessed  for  all
      transmissions initiated by the MAC Network.

Inter-Regional Arrangements
---------------------------

      1.    ATM  Transaction  Fee  -  a  per   Inter-Regional   Arrangement  ATM
            transaction fee (including Declines) of $.10 by use of a Card issued
            by User and Transactions acquired at User's ATM Terminal.

Interchange Table
-----------------

Honor - Inter-Regional Arrangement Interchange Fees-Pass-Through

(For information purposes only)
      Withdrawals           $.50
      Transfers             $.30
      Inquiries             $.30
      Denials               $.30

<PAGE>

                             MONEY ACCESS SERVICE(R)

                             Effective March 1, 2000
                             -----------------------

A payment to the Terminal Acquirer as collected from the Issuer Participant:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                           ATM is Located in:
---------------------------------------------------------------------------------------------------
                                Region A                                      Region B
---------------------------------------------------------------------------------------------------
<S>              <C>                               <C>          <C>                           <C>
    Regions              Middle Atlantic/Midwest                             All Other

---------------------------------------------------------------------------------------------------
                                                                          All Other States
    States           DE, IN, KY, NJ, OH, PA, WI, WV
                             and Metro NY**

---------------------------------------------------------------------------------------------------
                 On-premise withdrawal             $0.34        On-premise withdrawal         $0.45
                 Off-premise withdrawal            $0.34        Off-premise withdrawal        $0.55
                 Deposit                           $1.00        Deposit                       $1.00
                 Transfer                          $0.25        Transfer                      $0.25
  Interchange    Inquiry                           $0.25        Inquiry                       $0.25
                 Denial                            $0.25        Denial                        $0.25
                 Other*                            $0.25
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
</TABLE>

*     "Other"  transactions  are available to cardholders in IL, IN, KY, MI, OH,
      WI and WV only.

**    Metro New York consists of the following:  West Chester,  Rockland, Nassau
      and Suffolk counties and the 5 boroughs of New York city.

<PAGE>

                 MAC(R) NETWORK PARTICIPATION SPECIFICATION FORM

In  accordance  with  your  MAC(R)  Network  Participation  Agreement,  on  this
Specification Form you hereby choose your method of connection to and processing
in the MAC Network.  All  capitalized  terms used herein shall have the meanings
set forth in the MAC Rules.

|X|   MONEY ACCESS  SERVICE INC. will be your  processor and you will operate in
      the following manner.

      |_|   Full Service

      |_|   Authorization Processor

      |X|   Cooperative Processor

|_| You will be your own Processor and authorize  your  Cardholder  Transactions
and, if appropriate, drive your own Terminals.

|_| You have selected a third party as your  Processor who will  authorize  your
Cardholder  Transactions  and,  if  appropriate,   drive  your  Terminals.   You
understand  that your Processor must be certified  according to the MAC Rules to
provide you with access to the MAC Network. The Processor you have selected is:

      Name: ___________________________________________
      Address: ________________________________________

      Contact: ________________________________________
      Phone No: _______________________________________

If you have  selected a third party as your  Processor,  you may elect to settle
your daily Transactions  directly or through your third party Processor.  Please
indicate below by your initials your preference for settlement:

      |_| MAS should settle directly with you.

      |_| MAS should settle with your third party processor. You understand that
if you select this  settlement  option you bear all settlement  risks  regarding
solvency and financial creditworthiness of your selected third party processor.

      TOWN BANK OF WESTFIELD


      By: /s/ Robert W. Dowens, Sr.
          ---------------------------------------------

      Name and Title (Printed): Robert W. Dowens, Sr., President
                                --------------------------------

<PAGE>

                  MONEY ACCESS SERVICE(R) PROCESSING AGREEMENT

This MONEY ACCESS SERVICE Processing Agreement ("Agreement") is dated 9-20-2000,
2000 by and between MONEY ACCESS SERVICE INC. with offices  located at 1100 Carr
Road,  Wilmington,  Delaware  19809  ("MAS",  "we" or  "us")  and  TOWN  BANK OF
WESTFIELD with offices located at 520 SOUTH AVE., WESTFIELD, NJ 07090 ("User" or
"you").

                                   Background
                                   ----------

      MAS provides  Electronic  Fund Transfer  processing  for automated  teller
machine,  point of banking  and point of sale  Terminals  and  accessed by using
certain  plastic cards with  magnetically  encoded  stripes  issued by financial
institutions to their account  holders  allowing such account holders to perform
certain banking, financial and purchase Transactions.  Additionally,  MAS offers
services for the  authorization of Transactions and provides Gateway services to
various EFT  Networks,  as well as certain other EFT services  ("MAS  Processing
Services"). User desires to purchase and use MAS Processing Services.

      NOW, THEREFORE,  in consideration of the mutual premises herein contained,
MAS and  User  agree to be  legally  bound by the  terms  of this  Agreement  as
hereinafter set forth.

1.    DEFINED TERMS.
      -------------

      All  capitalized  terms used in this  Agreement and not otherwise  defined
herein shall have the meanings set forth in Exhibit A attached hereto and made a
part hereof.

2.    MAS PROCESSING SERVICES.
      -----------------------

      You hereby agree to use MAS as the processor of Transactions  conducted by
your  Cardholders  and/or  at  your  Terminals.  While  you  are a  User  of MAS
Processing Services under this Agreement, you elect to interface with MAS in one
of the following modes:

|_|   Full Service

|_|   Authorization Processor

|X|   Cooperative Authorization Processor

|_|   Intercept Processor

|_|   Independent Sales Organization (ISO)

You  understand  and agree that the mode you elect now for your Interface to MAS
will govern you for the duration of this Agreement.  You may elect to use any or
all of the following MAS Processing Services set forth below; however, you agree
that during the term of this Agreement we shall be the exclusive provider to you
of any of the services described below which you elect:

      (i)  MAS  Authorization  Services.  In  accordance  with  your  Cardholder
information  you will  supply to us, we will  authorize  or decline  Transaction
requests  received from any Terminals at which your  Cardholders  have access or
any  Networks in which you  participate  by our  comparison  to your  Cardholder
information  which can consist of any of the  following:  (a) real time  account
records, (b) daily account balances or (c) parameter instructions.

      (ii) MAS Terminal Driving Services.  We will establish a direct electronic
connection  between the ATM and/or POB  Terminals  you operate and our switch in
order to operate, supervise and monitor such Terminals for you.

      (iii) Gateway Services.  We will provide  electronic  connections from the
switch to other Network switches and other card issuers which will permit you to
acquire ATM, POB and/or POS  Transactions  of other  Networks'  and/or  issuers'
Cardholders  at Terminals we operate for you and to facilitate  Transactions  by
your  Cardholders,  if any, at the ATM, POS or POB Terminals of other  Networks.
You may choose among the Gateway  services we inform you we are able to provide.
If  you  elect  to

<PAGE>

purchase any of our Gateway services from us you will appropriately complete and
execute applications,  membership  agreements,  sponsorship  agreements or other
documents as may be necessary to offer such Gateway  services as may be required
by us or the relevant regional or national ATM Network or card issuer, and shall
provide to us evidence of your authority to participate in such Networks or with
such card issuers, as we may require from time to time.

(iv)  Additional  Services.  We also offer an array of additional MAS Processing
Services from which you may select to complement  your  Electronic Fund Transfer
products.  These Processing  Services include telephone  banking,  bill payment,
self service banking and Cardholder service charge products.  You shall indicate
your selection of additional MAS Processing  Services on the Specification Forms
you  complete,  and execute an addendum to this  Agreement for each such service
you desire. From time to time we may introduce new Processing Services which you
may select by executing a further addendum to this Agreement.

3.    SUPPORT AND TERMINAL LOCATION
      -----------------------------

      (a) Support  Equipment and  Terminals.  You agree to purchase or lease and
install  such ATM and POB  Terminals  as you desire to operate  and you agree to
obtain and  maintain in good working  order at your expense the data  processing
and  communications  equipment  which is necessary and appropriate to facilitate
the provision of MAS Processing Services. You shall independently  determine the
locations of the Terminals you choose to operate in accordance with the rules of
the Networks you join and subject to any necessary regulatory approvals.

      (b) Location of Terminals.

            (1) United  States and its  Territories.  You agree that  subject to
Section 3b. (2) of this  Agreement,  the MAS Processing  Services to be provided
under this Agreement shall only occur at Terminals  located in the United States
of America or its territories.

            (2) Outside of the United States or its  Territories.  If you desire
to receive MAS Processing Services at any Terminal located outside of the United
States of America, you agree to first provide MAS with a written schedule of any
country or countries in which you intend to receive MAS Processing Services. You
may not obtain MAS  Processing  Services for  Terminals  located  outside of the
United  States of  America  and its  territories  without  MAS's  prior  written
approval.  If MAS agrees to provide such services to you, that approval will be,
subject to the following  conditions  and other  conditions to which the parties
agree at the time:

            (i) We can terminate the provision of MAS Processing Services in any
country  at any  time  and  without  being  deemed  to be in  breach  of the MAS
Processing  Agreement if we, in our sole  discretion,  determine  that continued
provision of service to Terminals located in such country could adversely impact
MAS. If we terminate  the provision of MAS  Processing  Services in a particular
country,  we will  provide  you with  sixty  (60)  days'  prior  notice  of such
termination, unless exigent circumstances exist.

      (ii) If any provision of the Agreement is declared or found to be illegal,
unenforceable  or void under the laws of any country ("Voided  Provision"),  for
purposes of the laws of the specific country in which the provision is void, the
Agreement will be construed as if not containing the Voided  Provision,  and the
rest of the Agreement  will remain in full force and effect,  and the rights and
obligations  of the parties  hereto shall be construed and enforced  accordingly
under the laws of that country;  provided,  however, that the parties consent to
the enforcement of the entire Agreement,  including the Voided Provision,  under
the laws of the State of Delaware.

      (iii)  The  parties  hereto  affirmatively  consent  that  interpretation,
construction  and performance of this Agreement,  including the provision of MAS
Processing  Services in any country  outside of the United  States of America or
its  territories,  shall be governed by and construed and enforced in accordance
with the laws of the  State of  Delaware  without  regard  to the  principle  of
conflicts of laws. The parties also

<PAGE>

consent to the jurisdiction and venue in the Delaware courts with respect to the
enforcement of any matter under this Agreement, regardless as to the location of
any Terminal receiving MAS Processing Services.

      (iv) You have obtained all  necessary  authorizations  required  under the
laws,  regulations  and code  provisions  of each  country  in which you seek to
receive MAS Processing Services.

      (v) You are not  aware of any  provision  of the law,  regulation  or code
under the laws of each  country  in which  you seek to  receive  MAS  Processing
Services that would prevent (a) the provision of the MAS Processing  Services to
you or (b) the  enforcement  of this  Agreement  in  accordance  with its terms.
During the term of this  Agreement,  the parties  also agree to promptly  notify
each  other  of the  enactment  or  promulgation  of any  provision  of the law,
regulation  or code under the laws of each  country in which you seek to receive
MAS  Processing  Services  that  would  prevent  (a)  the  provision  of the MAS
Processing  Services or (b) the enforcement of this Agreement in accordance with
its terms.

4.    USER SPECIFICATIONS.
      -------------------

      We will perform our processing in accordance  with your  instructions  and
information  provided  to us on our  Specification  Forms  and the  rules of the
Networks you join.

5.    FEES.
      ----

      (a)  Schedule of Fees.  You agree to pay our fees and charges set forth on
the  Schedule  of Fees  attached  hereto as Exhibit B and  Exhibit C for our MAS
Processing  Services.  Further,  you  agree  to  pay  all  third  party  charges
(including,  but not  limited  to, our  charges  related  to  telecommunications
services and transportation  expenses) incurred in connection with our provision
of MAS Processing Services. You agree that if we add new MAS Processing Services
or Transaction types during the term of this Agreement we may amend the Schedule
of Fees to add charges for such new services or  Transaction  types at any time.
Any service  performed by us at your request or as  necessitated  by your act or
failure  to act which is beyond  the scope of the MAS  Processing  Services  you
select on the  Specification  Forms shall be billed to you at our standard rates
then in effect  including  charges for personnel and computer  time,  equipment,
supplies,  out-of-pocket  costs  and other  expenses  which you agree to pay us.
Commencing  upon execution of this  Agreement,  all applicable  fees and charges
shall be payable upon invoice to you. We will submit monthly  statements for the
fees,  charges,  supplies  and  other  costs  payable  by you  pursuant  to this
Agreement.  Payment will be made in  accordance  with  Section 6 hereof.  We may
increase or decrease the Schedule of Fees effective  January l of each year upon
not less than one hundred twenty (120) days' prior written notice to you.

      (b) Taxes. In addition to the applicable standard fees and charges for MAS
Processing  Services and any other  service we perform for you, you agree to pay
all federal, state and local taxes assessed as well as all other expenses,  fees
and charges  imposed by a  governmental  entity  arising out of or incidental to
your use of MAS Processing  Services other than those taxes,  expenses,  fees or
charges which are based on the net income or property of MAS.

6.    CLEARING ACCOUNT.
      ----------------

For payment of the fees,  charges,  expenses and taxes, if any, due and owing to
MAS under this  Agreement,  you will establish and maintain for the term of this
Agreement a clearing account at a financial  institution  designated or approved
by us. If you have executed a MAC Network Participation Agreement or MAC Network
Authorized Terminal Operator Sponsorship  Agreement and already have established
a clearing  account  pursuant  thereto,  then for purposes of this Agreement you
hereby  grant  MAS  authorization  to effect  credits  to and  debits  from such
clearing  account for payment of the fees,  charges,  expenses and taxes due and
owing to MAS under  this  Agreement.  You  agree to  execute  any  documentation
required by us or by the designated  settlement bank to grant authority to us to
debit or credit such account. You agree to maintain at all times in the clearing
account a balance  sufficient  to pay all amounts due and owing to MAS under the
MAC Network Participation  Agreement or MAC Network Authorized Terminal Operator
Sponsorship Agreement, if applicable, and this Agreement.

<PAGE>

7.    CONFIDENTIALITY OF INFORMATION.
      ------------------------------

      You  acknowledge  that we have,  through the  expenditure of a significant
amount of time, effort,  costs and research,  developed and/or secured the right
to use various computer programs,  forms, logos, manuals, and related materials,
including  our  operating   procedures  and  technical   specifications,   which
constitute property of great value and/or trade secrets,  and that disclosure to
others  of such  materials  may  result  in loss or  irreparable  damage  to us.
Accordingly,  you in your use of our MAS  Processing  Services agree to hold and
use any and all such property or information in confidence, and not to disclose,
reveal,  copy,  sell,  transfer,  sub-license,  assign or distribute any part or
parts of it, in any form, to any individual, firm, corporation, or other entity,
or permit any of your employees,  agents or  representatives to do so, except as
expressly permitted in writing by us. You further agree that upon termination of
your use of MAS Processing  Services for any reason, you will immediately return
all such property to us.

      We acknowledge that, in your use of our MAS Processing  Services,  you may
disclose to us certain confidential information relating to your Cardholders (if
applicable).  Accordingly,  we agree to hold and use any and all such Cardholder
information in confidence,  and not to disclose,  reveal,  copy, sell, transfer,
assign or  distribute  any part or parts of it, in any  form,  to any  person or
entity,  or permit any of our employees,  agents, or  representatives  to do so,
except as  expressly  permitted  in writing by you or as required by  applicable
law.

8.    MALFUNCTIONS.
      ------------

      Each party shall notify the other party  immediately upon discovery of any
evidence which might  indicate that any of the MAS  Processing  Services are not
satisfactory.  Upon such notification,  both parties shall consult and test in a
manner that MAS deems appropriate to solve the problem. If we determine that the
problem  arises from  hardware,  software,  personnel  or other items within our
control,  we shall  correct  within a reasonable  time not to exceed thirty (30)
days from the date on which any such errors are brought to our attention.  If we
determine  that the  problem  arises  from the  equipment,  software,  personnel
procedures, communication or site facilities or other items within your control,
you at your own cost shall correct the problem  within a reasonable  time not to
exceed  thirty  (30) days from the date on which any such  errors are brought to
your attention.

9.    FORCE MAJEURE.
      -------------

      Neither MAS nor User shall be liable for any loss  resulting  from a delay
or failure in its provision of MAS Processing  Services or in the operation of a
Terminal due in whole or in part to any natural disaster, epidemic, fire, act of
God, strike, war, riot, civil disturbance,  court order,  statute,  governmental
issuance,  technological facility outage, shortage of or significant fluctuation
in power or any other cause beyond its reasonable control.

10.   LIMITATION OF LIABILITY
      -----------------------

      (a) Disclaimer of Certain Damages.  The duties and responsibilities of MAS
under this Agreement will be limited to those expressly set forth and undertaken
herein.  In no  event  shall  MAS be  liable  to User  for (i) any  loss of use,
revenue,   profit   or   business   opportunities   or   indirect,   incidental,
consequential,  punitive,  special or exemplary damages, even if MAS is informed
or is otherwise  aware or should be aware,  of the  possibility or likelihood of
such damages and regardless of whether any limited remedy provided  hereunder is
determined to fail in its essential purpose, (ii) losses or damages attributable
to or arising from overhead  allocations or general and administrative costs and
expenses of User,  (iii) losses or damages  caused other than by MAS's own gross
negligence or intentional  misconduct,  or (iv) losses or damages arising out of
the fraudulent or criminal acts of third parties.

      (b) Damages Cap. Notwithstanding any provision contained in this Agreement
to the contrary,  the aggregate  liability of MAS during each consecutive twelve
(12)  month  period  beginning  on the  Effective  Date for any and all  claims,
demands,  costs, losses, damages or other potential or actual

<PAGE>

expenses which are in any way related, directly or indirectly, to the execution,
performance  or subject  matter of this  Agreement  shall not exceed the average
monthly  amount of fees paid by User to MAS during  such  period,  exclusive  of
interchange and pass-through  fees,  multiplied by three (3),  regardless of the
form  of  action  employed,  whether  in  contract,  warranty,  tort  (including
negligence) or otherwise.

      (c) Risk  Allocation.  The parties agree that the  limitation of liability
set forth in this  Section 10 is a reasonable  allocation  of risk and that such
limitation  shall apply to any remedy ordered by a court,  regardless of whether
such  court  determines  that any remedy  provided  for  hereunder  fails in its
essential purpose.

11.   NO WARRANTIES.
      -------------

      MAS HEREBY DISCLAIMS ALL WARRANTIES  INCLUDING,  WITHOUT  LIMITATION,  ANY
EXPRESS AND IMPLIED WARRANTIES OF  MERCHANTABILITY  AND FITNESS FOR A PARTICULAR
PURPOSE.

12.   INDEPENDENT ENTITY.
      ------------------

      We agree to  provide  MAS  Processing  Services  to you as an  independent
contractor only. None of MAS's officers,  employees,  agents or  representatives
will be subject to your control.

I3.   INSURANCE.
      ---------

      You agree to obtain all insurance  coverage which is required by state and
federal  law and  regulation  and  dictated  by prudent  business  practices  in
connection with your use of MAS Processing Services.

14.   RIGHT OF INSPECTION OF RECORDS.
      ------------------------------

      Upon  reasonable  notice  to us and  during  normal  business  hours  your
representatives,  auditors,  and/or  representatives of your regulatory agencies
may inspect any file which we maintain regarding the provision of MAS Processing
Services to you.

15.   ASSIGNMENT AND MERGER.
      ---------------------

      This  Agreement  may not be  assigned  by you  without  our prior  written
consent.  If you are the subject of or a participant  in a merger or acquisition
by (i) statute,  (ii) purchase of assets,  (iii) sale or exchange of stock, (iv)
consolidation  or (v) any other  means,  such  merger or  acquisition  shall not
terminate this Agreement;  rather, this Agreement shall remain in full force and
effect  after such merger or  acquisition  as the  obligation  of the  surviving
financial institution.

16.   EFFECTIVE DATE AND TERM.
      -----------------------

      This  Agreement  shall  be  effective  as of  the  date  indicated  in the
introductory  paragraph  hereof  provided  that it is  fully  executed  by us in
original form and the payments required hereunder have been delivered to us. The
initial term of the Agreement shall be five (5) years from the date our services
commence  under this  Agreement  and,  thereafter,  for  successive one (1) year
renewal terms unless terminated in accordance with paragraph 17 herein.

17.   TERMINATION.
      -----------

      This  Agreement  may be  terminated in its entirety by either party at the
end of the initial  term or any  subsequent  term upon one hundred  eighty (180)
days'  prior  written  notice to the other  party.  In the event you breach this
Agreement  causing an early termination or terminate this Agreement prior to the
expiration of its term, you agree to pay an early  termination  fee in an amount
equal to the  product of your  average  monthly  fees times the number of months
left in your current term.

<PAGE>

18.   AMENDMENTS.
      ----------

      This  Agreement  may be amended  only by a writing  duly  executed by both
parties.

19.   ENTIRE AGREEMENT.
      ----------------

      This  Agreement,  including all  schedules,  addenda and exhibits  hereto,
constitutes  the entire  understanding  between the parties as to MAS Processing
Services and supersedes all previous communications, commitments and writings.

20.   SEVERABILITY.
      ------------

      If any  provision of this  Agreement  is held  invalid,  illegal,  void or
unenforceable by reason of any judicial  decision,  all other provisions of this
Agreement shall nevertheless remain in full force and effect.

21.   WAIVERS.
      -------

      No course of dealing or failure to enforce any  provision  or exercise any
right under this  Agreement  by either  party shall be  construed as a waiver of
such  provision or right,  affect the validity of this  Agreement or curtail the
ability of any party to enforce  such  provision  or exercise  such right in the
future.

22.   NOTICES.
      -------

      All  notices by one party to the other  under this  Agreement  shall be in
writing and shall be considered  delivered  when actually  received or three (3)
days after  placement in the U.S. Postal  Service,  whichever is sooner.  Notice
shall be sent to each party at the addresses set forth in the first paragraph of
this  Agreement.  Either party may change the address for notices at any time by
providing written notice of such change to the other party.

23.   HEADINGS.
      --------

      The titles and headings which precede the text of this Agreement have been
inserted solely for convenience of reference and contain no substantive meaning.

24.   APPLICABLE LAW.
      --------------

      This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Delaware.

<PAGE>

In Witness  Whereof,  the parties  hereto have executed this  Agreement by their
duly authorized representatives on the date first written above.

MONEY ACCESS SERVICE INC.


By:/s/ Lois Pembroke
   -----------------------------

Lois Pembroke, Sales Executive
--------------------------------
Name and Title (Printed)

TOWN BANK OF WESTFIELD
By: Robert W. Dowens, Sr.
    ----------------------------

Robert W. Dowens, Sr., President
--------------------------------
Name and Title (Printed)

          577015
--------------------------
User Identification Number

<PAGE>

                                    EXHIBIT A

                                  DEFINED TERMS
                  MONEY ACCESS SERVICE(R) PROCESSING AGREEMENT

"Automated  Teller  Machine"  or  "ATM"- An  electronic  device  activated  by a
Cardholder which permits such Cardholder to access his or her account(s) for the
purpose of conducting banking  Transactions.  An ATM includes a full function as
well as a cash dispensing only machine.

"Business  Day"  - That  part  of any  day,  Monday  through  Friday,  on  which
substantially  all business  functions  are  conducted  and which is not a legal
holiday.

"Cardholder"  - A customer  of a card  issuer  who has been  issued a card which
activates a Terminal and permits such  customer to access his or her  account(s)
for the purpose of conducting Transactions.

"Gateway" - A technical  interface  between a computer  processing  switch and a
Network switch, a card issuing body or a provider of EFT or EBT services for the
purpose of conducting Transactions.

"Electronic   Benefits   Transfer"  or  "EBT"  -  The  provision  of  government
entitlement  programs to those  individuals  who are  entitled  to receive  such
entitlements or benefits through the use of magnetically  striped or other cards
capable of storing information regarding the Cardholder and capable of accessing
ATM,  POB and POS  Terminals to receive  distribution  of such  entitlements  or
benefits.

"Electronic  Fund  Transfer"  or "EFT" - A transfer  of funds that is  initiated
through a Terminal,  telephone, computer or magnetic tape and results in a debit
or credit to an account.

"Interface" - The combination of the computer programs and communications  links
by which a Network switch can receive  messages  directly from and send messages
directly to parties which have an agreement to use such Network's services.

"MAC" - The service mark and logo which designate the MONEY ACCESS SERVICE brand
of Network services.

"MAS" - MONEY  ACCESS  SERVICE as operated by MONEY  ACCESS  SERVICE INC. or any
successor corporations.

"Network" - An  organization  of  computer  hardware,  software,  communications
facilities,  Terminals,  documentation and service marks designed to support the
interchange of Transactions among financial institutions and others.

"Point of Banking" or "POB" - The  utilization  of EFT access  cards for banking
Transactions at clerk operated Terminals in merchant locations.

"Point of Sale" or "POS" - The utilization of EFT access cards for  Transactions
at retail locations.

"Processing  Services"  - The  authorization  of  Transactions;  the  operation,
control, supervision and monitoring of Terminals deployed by a participant; and/
or the provision of electronic  connections  from MAS to MAC or another  Network
switch or card issuer to others.

"Specification  Form" - A form  provided  by MAS on which a User  documents  its
instructions  and  selections  of the options  offered by MAS in its  Processing
Services.

"Terminal" - An electronic  communications device through which a Transaction is
initiated.

"Transaction"  - An EFT request made at a Terminal by a Cardholder to his or her
card  issuer  to debit or  credit  funds  from  his or her  account(s)  which is
approved by such card issuer.

<PAGE>

"User" - A financial  institution  or other  entity  which has  entered  into an
agreement with MAS to use MAS Processing Services.

                                      * * *

<PAGE>

                                    EXHIBIT B
                       MONEY ACCESS SERVICE(R) PROCESSING
                                SCHEDULE OF FEES

User agrees to pay MAS:

Set Up Fees
-----------

1.    A one time set-up/installation fee of $4,900 (Waived).

Processing Fees
---------------

1     Dedicated Line Device Fees
      --------------------------

      A.    Terminal  fee for each ATM or Other  On- Line  Terminal  of $175 per
            month.

      B.    Telecommunications  fees,  as  applicable  to User,  will be  billed
            monthly.

      C.    Universal   Service  Fund  fees,  as   implemented  by  the  Federal
            Communications  Commission  (FCC), will be billed as a percentage of
            applicable monthly telecommunication fees.

2.    Dial-Up ATM Device Fees
      -----------------------

      A. A  telecommunications  charge of $.07 per Transaction or status message
from  the  ATM.  Status  messages  include,  but are not  limited  to,  messages
regarding card reader failures,  dispenser  failures,  receipt printer failures,
communication  failures  and "I'm Alive"  messages.  Telecommunication  fees are
based upon the deployment of dial ATM devices and software  configurations  that
would not cause an average transaction duration to exceed connection times of 18
seconds. If average connection exceeds 18 seconds, User will incur an additional
telecommunications  assessment at the rate of $.002 per second over the first l8
seconds.

      B. A  telecommunications  charge  of $3.00 for each  downline  load of ATM
screens, messages and instructions to a dial-up ATM.

      C. A monthly Terminal  driving/support fee based upon the aggregate number
of dial-up ATMs  supported by MAS in each tier.  Fees are charged at each level,
regardless of the tier reached.

     # of ATMs           Fee per ATM
     ---------           -----------
      1 - 100                $35
     101 - 250               $30
      Over 250               $25

3.    An add/change/delete fee of $100 per ATM installed, de-installed or moved.
      ATM changes  include,  but are not limited to,  general and  Regulation  E
      information,  configuration or cartridge information,  and terminal option
      changes.

4.    A card fee of $.08 per month for each card  record  maintained  on the MAS
      card management system.

5.    An ATM and POB  Transaction  processing  fee of $.08 for each  foreign MAC
      Transaction, including Declines, processed on behalf of User.

6.    An ATM and POB  Transaction  processing  fee of $.08 at User's own ATM and
      POB Terminals, processed on behalf of User.

7.    A POS  Transaction  processing  fee of  $.06  for  each  MAC  Transaction,
      including Declines, processed on behalf of User.

8.    A co-op processor connect fee of $125 per communications line, per month.

<PAGE>

9.    A customized text fee of $50.00 per month plus $25.00 per requested change
      for Terminal screen or receipt message changes (if used).

Telecommunication fees, not covered by 1(C) or 2(A), as applicable to User, will
be billed monthly.

<PAGE>

                                   EXHIBIT C
                       MONEY ACCESS SERVICE(R) PROCESSING
                                SCHEDULE OF FEES
                        CLIENT-REQUESTED SUPPORT SERVICES

Fees for Conversions, Mergers/Acquisitions and Deconversions

o     The following fees are inclusive of all required work,  except ATM add and
      delete fees (see Exhibit B) and testing and certification  time which will
      be billed  separately  as stated  below,  for the  support  of a  standard
      conversion of an existing  client to a different  processing mode during a
      Regularly Scheduled Switch Outage. (See ** Note Below)

                                   Standard Lead Time
                                     Calendar Days*
                Service            (See *Note Below)        Fee
                -------            -----------------        ---
                FS to AP              100-120 Days         $4,900
                FS to IP              100-120 Days         $4,900
                FS to Co-Op           100-120 Days         $4,900
                AP to IP              80-100 Days          $2,200
                AP to FS              80-100 Days          $4,000
                IP to AP              80-100 Days          $2,100
                Co-OP to IP           80-100 Days          $2,200
                Co-Op to FS           60- 80 Days          $4,000

o     The following fees are inclusive of all required work,  except ATM add and
      delete fees (see Exhibit B) and testing and certification  time which will
      be billed separately as stated below, for the support of a standard merger
      or acquisition of two exiting clients during a Regularly  Scheduled Switch
      Outrage. (See ** Note Below)

                                   Standard Lead Time
                                     Calendar Days*
                Service            (See *Note Below)        Fee
                -------            -----------------        ---
                FS by FS              90-110 Days          $4,200
                FS by AP              80-100 Days          $3,400
                FS by IP              80-100 Days          $3,400
                FS by Co-Op           80-100 Days          $3,400
                AP by AP              90-110 Days          $2,800
                AP by IP              70- 90 Days          $2,800
                AP by Co-Op           90-110 Days          $2,800
                IP by AP              90-110 Days          $2,800
                IP by IP              80-100 Days          $2,800
                IP by Co-Op           90-110 Days          $2,800
                Co-Op by AP           90-110 Days          $2,800
                Co-Op by IP           80-100 Days          $2,800
                Co-Op by Co-Op        90-110 Days          $2,800

o     The following fees are inclusive of all required  work,  except ATM delete
      fees (see  Exhibit B) and  testing  and  certification  time which will be
      billed  separately  as  stated  below,  for  the  support  of  a  standard
      deconversion  of an existing  client to a third party  processor  during a
      Regularly Scheduled Switch Outage. (See ** Note Below)

<PAGE>

                                   Standard Lead Time
                                     Calendar Days*
                Service            (See *Note Below)        Fee
                -------            -----------------        ---
               FS to 3PPFI            80-100 Days          $3,400
               AP to 3PPFI            80-100 Days          $2,800
               IP to 3PPFI            60- 80 Days          $2,800
             Co-Op to 3PPFI           80-100 Days          $3,400

*     NOTE:  Additional  charges will be incurred  for  priority  and  emergency
      events requested outside of the published timeframes.  A priority event is
      defined as a request for a service to be completed in less than 99% of the
      earliest  standard  lead time and will be  billed at 1.5 times the  stated
      fee.  An  emergency  event is  defined  as a request  for a service  to be
      completed in less than 50% of the earliest lead time and will be billed at
      2 times the stated fee.  These events will be scheduled at the  discretion
      of MAS.

**    NOTE: An additional  fee will be incurred for the support of  conversions,
      mergers, acquistions, deconversions on an off-cycle schedule as follows:

            $2,000 for an off-cycle business day

            $5,000 for an on-cycle weekend

Fees for client-requested services.
-----------------------------------

o     A fee of $250 per hour per person for MAS support for standard testing and
      certification of client  requested  changes.  The fee applies,  but is not
      limited,  to  message  format  changes,   processor/software  conversions,
      mergers/acquisitions,     deconversions,     transmissions    and    other
      client-requested changes or additions.

o     An   additional   fee  of  $250  per  hour  per  person  for   support  of
      client-requested  special  development efforts requiring software changes,
      special reports and other client specific changes.

o     A fee of $250 per hour per  person  for MAS  support  of client  requested
      testing of disaster recovery capabilities. These services include, but are
      not  limited,   to  processing,   transmissions,   creating   reports  and
      transmitting files. The fee will be doubled for weekend support.

o     A fee of $1,000 for the support of a host software convesion intitiated by
      the client or their  processor.  The fee is inclusive of all work required
      to support the  conversion  execept for  certification  times that will be
      billed seperately at the rates stated above.

o     A setup fee of $500 to add a unique  identifier  (pseudo ID) to the switch
      to  designate a group of  terminals  or  participant  IDs for  settlement,
      billing or other purposes.

o     A fee of $100  per  month  per  pseudo  ID for  settlement  and  reporting
      support.

o     A $500 per report or file for the  retransmission of a report or file more
      than 10 days old.

Fees for client-requested cancellation of support activities.
-------------------------------------------------------------

o     A cancellation  fee of $200 per day times (10 days less the number of days
      cancellation  notice) for a client  requested  cancellation of any project
      where  work has  already  been  done and the  notice  of  cancellation  is
      received less than 10 business days prior to the scheduled  implementation
      date.  This fee is in addition to any fees for work completed by MAS up to
      such cancellation date.

<PAGE>

                             Notice (days)             Fee
                             -------------             ---
                                  0                  $2,000
                                  1                   1,800
                                  2                   1,600
                                  3                   1,400
                                  4                   1,200
                                  5                   1,000
                                  6                     800
                                  7                     600
                                  8                     400
                                  9                     200

Fees for client-requested database and BIN changes.
---------------------------------------------------

o     A fee of $200 per BIN file or  database  change,  with a maximum of $5,000
      per outage, for miscellaneous changes including but not limited to:

            BIN changes
            New settlement account number
            Stand-in parameter changes
            Routing changes
            Name changes
            Transaction set changes

o     A fee of $1,000 for support of client-requested message format change. The
      fee is  inclusive  of all work  required to support the change  except the
      testing, certification and development time that will be billed separately
      as stated above.

Fees for client-requested card base changes.
--------------------------------------------

o     A fee of $200 per  requested  addition of or change to card limit  groups.
      This does not apply to initial limit group set ups for new clients.

o     A fee of $200 for each  requested  copy of the  current  card  master file
      maintained on the system.

o     A fee of $1,500 for a client-requested card reissue.

o     A $200 fee for  client-requested  individual  special  reports and mailing
      labels.  Report options include cards not activated or card not used since
      specified date. This cost may not include  programming or development,  if
      required.

o     A fee of $500 for requested  exceptional  maintenance  processes.  Options
      include, but are not limited to,

         Cardholder deletes
         Account number replacement, change, or delete
         Reissue plastics for one or more BINs
         Mass deletes of cards or accounts
         This cost may not include programming or development, if needed.

Fees for client-requested stand-in services.
--------------------------------------------

o     A fee of $200 per client request for negative file reports or tapes.

o     A $200 fee to load client supplied  negative file tape to support stand-in
      authorization. Cost does not include reformatting tape, if required.

<PAGE>

Reporting and File Distribution and Delivery Charges.
-----------------------------------------------------

o     The following  charges pertain to certain  reporting and file distribution
      and delivery charges for providing and delivering reports.  (This fee will
      not be charged if the report is  combined  with a report  that is produced
      pursuant  to a MAC  Network  Participation  agreement  for  which a fee is
      charged under that agreement).

            1.    A monthly report distribution fee of:

                  o     $75 via fiche,  $5 per  additional  copy of reports  via
                        fiche per month

                  o     $50 via Access Work Station (AWS)

            2.    A monthly reconciliation file fee of:

                  o     $125 via tape

                  o     $75 via transmission

            3.    A transmission fee of $.30 per minute will be assessed for all
                  transmissions initiated by MAS.

<PAGE>

                  MONEY ACCESS SERVICE(R) PROCESSING AGREEMENT

                                    ADDENDUM
                                       FOR
                          SCHEDULE OF USER'S SELECTION
                                       OF
                         ADDITIONAL PROCESSING SERVICES

This Addendum is dated 9-20 , 2000 by and between MONEY ACCESS SERVICE INC. with
offices located at 1100 Carr Road,  Wilmington,  Delaware 19809 ("MAS",  "we" or
"us")  and TOWN BANK OF  WESTFIELD  with  offices  located  at 520  SOUTH  AVE.,
WESTFIELD,  NJ 07090  ("User" or "you") and shall  supplement,  amend and become
part of the MONEY ACCESS SERVICE Processing  Agreement dated 9- 20, 2000 between
MAS and User ("MAS Processing Agreement").

                                   Background
                                   ----------

In connection  with the MAS Processing  Services set forth in the MAS Processing
Agreement,  MAS  offers  other  services  which  facilitate  the  processing  of
Transactions ("Additional Processing Services"). At the time of execution of the
MAS  Processing  Agreement  or at any later  time,  User may  select  Additional
Processing  Services.  User's most recent  selection  of  Additional  Processing
Services is itemized  herein.  Any  previous  selections  by User of  Additional
Processing  Services  are  reflected  on earlier  addenda.  The  features of and
charges for the Additional Processing Services that User selects on this addenda
are set forth in  separate  Addenda to the MAS  Processing  Agreement  which are
attached hereto and incorporated herein by reference.

NOW,  THEREFORE,  in consideration of the mutual premises herein contained,  MAS
and User agree to be legally bound by the terms of this Addendum as  hereinafter
set forth.

1. DEFINED TERMS. All capitalized  terms used in this Addendum and not otherwise
defined herein shall have the meanings set forth in the MAS Processing Agreement
or Exhibit A thereto.

2. USER'S SELECTION OF ADDITIONAL PROCESSING SERVICES. From the list below,

User  selects  those  Additional  Processing  Services  by which it  places  its
initials.

             Advanced ATM Functionality
-------
             Cardholder Service Charging Service
-------
RWD          Card Protection Service
-------
             Dial Up ATM
-------
             EBT Processing Service
-------
             Electronic Banking Service
-------
RWD          Gateway Service
-------
             Gateway Sponsorship
-------
             MAC Phone Card Service
-------
RWD          MasterCard Debit Card/Visa Check Card
-------
RWD          Off-line Debit Fraud Risk Identification Service
-------
             On-Line Services
-------
             Other Special Terms
-------

3. CONFIRMATION OF MAS PROCESSING AGREEMENT. Except as otherwise amended hereby,
the MAS Processing Agreement is hereby ratified in all respects and shall remain
in full force and effect.

4. AGREEMENT TO SEPARATE ADDENDA. The execution by MAS and User of this Addendum
for  Schedule  of User's  Selection  of  Additional  Processing  Services  shall
evidence the parties'  agreement to

<PAGE>

the terms,  conditions and pricing set forth in the separate Addenda for each of
the Additional Processing Services that User selects hereinabove.

5. NEWLY SELECTED ADDITIONAL PROCESSING SERVICES.  This Addendum reflects User's
newly selected  Additional  Processing Services and shall supplement any earlier
addenda executed for such purpose.

In Witness Whereof, the parties hereto have executed this Addendum by their duly
authorized representatives on the date first written above.

MONEY ACCESS SERVICE INC.

By:/s/ Lois Pembroke
   -----------------------------
Lois Pembroke, Sales Executive
--------------------------------
Name and Title (Printed)

TOWN BANK OF WESTFIELD

By:/s/ Robert W. Dowens, Sr.
--------------------------------

Robert W. Dowens, Sr., President
--------------------------------
Name and Title (Printed)

          577015
--------------------------
User Identification Number

<PAGE>

                  MONEY ACCESS SERVICE(R) PROCESSING AGREEMENT
                                    ADDENDUM
                                       FOR
                         ADDITIONAL PROCESSING SERVICES
                                 GATEWAY SERVICE

This Addendum is dated 9-20 , 2000 by and between MONEY ACCESS SERVICE INC. with
offices located at 1100 Carr Road,  Wilmington,  Delaware 19809 ("MAS",  "we" or
"us")  and TOWN BANK OF  WESTFIELD  with  offices  located  at 520  SOUTH  AVE.,
WESTFIELD,  NJ 07090  ("User" or "you") and shall  supplement,  amend and become
part of the MONEY ACCESS SERVICE Processing Agreement dated 9-20 , 2000, between
MAS and User ("MAS Processing Agreement").

                                   Background
                                   ----------

In  addition  to the MAS  Processing  Services  set forth in the MAS  Processing
Agreement,  MAS  offers  other  services  which  facilitate  the  processing  of
Transactions  ("Additional  Processing  Services").  User elects the  Additional
Processing Services described herein.

NOW,  THEREFORE,  in consideration of the mutual premises herein contained,  MAS
and User agree to be legally bound by the terms of this Addendum as  hereinafter
set forth.

1. DEFINED TERMS

All  capitalized  terns used in this Addendum and not otherwise  defined  herein
shall have the meanings set forth in the MAS  Processing  Agreement or Exhibit A
thereto.

2. GATEWAY SERVICE

You hereby  request and we hereby agree to provide you with our Gateway  service
which  will  afford  extended  EFT access to your  Cardholders  (if any) and the
Cardholders of other Networks and/or card issuing organizations you designate by
your initials below:

RWD           Cirrus/Master Card                 Cards         X      ATMs
-------------                            -------               ------
RWD           PLUS/VISA                  X       Cards         X      ATMs
-------------                            -------               ------
LP/RWD        American Express Card
-------------
LP/RWD        Discover Card
-------------
              Magic Line
-------------
              NYCE
-------------
              Internet
-------------
              Maestro U.S.A Inc.
-------------
              Interlink
-------------
              Other (Specify)
-------------                            --------------------

You must establish and maintain appropriate (i) status as an active member of or
participant in and/or (ii)  arrangements to acquire  Transactions of each of the
other Networks and/or card issuing  organizations  you designate for our Gateway
service.  You  represent  and warrant to us that at all times  during which this
Addendum is operative you will be an active member of or  participant  in and/or
hold an arrangement to acquire  Transactions of each Network and/or card issuing
organization you designate for our Gateway service. Through our Gateway service,
we will receive (i) Transaction  requests of your  Cardholders made at Terminals
of other Networks for your  authorization  and/or (ii)  Transaction  requests by
Cardholders of other  Networks  and/or card issuing  organizations  made at your
Terminals   for   authorization   by  such  other   Networks  or  card   issuing
organizations.

<PAGE>

3. OTHER USER RESPONSIBILITIES

You are  responsible to comply in all respects with the rules,  regulations  and
standards of the other Networks to which we provide our Gateway service for you.
You will be solely  responsible  for all other  Networks'  membership  and other
fees,  fines,  assessments,  inquiries,  adjustments,  records,  reconcilements,
accountings  and every other category of fees  presently  existing and hereafter
imposed in  connection  with the  Transaction  requests for which we provide our
Gateway service to you.

4. FEES

For the Additional Processing Services described in this Addendum,  you agree to
pay MAS the applicable fees in accordance with the schedule of fees set forth on
Exhibit GS-l hereto.

5. EFFECTIVE DATE AND TERM

This Addendum  shall be effective when fully executed by us in original form and
the required  payments  hereunder have been delivered to us. This Addendum shall
be for a term  coterminous  with the remaining  initial term or current  renewal
term  of  the  MAS  Processing  Agreement  and  shall,  thereafter,  be  renewed
automatically  for successive one (1) year terms unless terminated in accordance
with paragraph 17 of the MAS Processing Agreement.

This Addendum shall terminate immediately upon expiration or earlier termination
of the MAS Processing Agreement.

6. AMENDMENT OF MAS PROCESSING AGREEMENT

Except as  otherwise  amended  hereby,  the MAS  Processing  Agreement is hereby
ratified in all respects and shall remain in full force and effect.

7. AGREEMENT TO ADDENDUM

User has agreed to the terms of this Addendum by at the time of its execution of
the MAS  Processing  Agreement  or at any later time by execution of an Addendum
for Schedule of User's Selection of Additional Processing Services to supplement
the MAS  Processing  Agreement.  The signatures of MAS and User set forth in the
MAS  Processing  Agreement  and the above  referenced  Addendum  shall  serve as
evidence of the parties' agreement to this Addendum.

<PAGE>

                                  EXHIBIT GS-1
                                  ------------
                                SCHEDULE OF FEES
                       FOR ADDITIONAL PROCESSING SERVICES
                                 GATEWAY SERVICE

The fees payable by User for Gateway Service shall be as follows:

Processing Fees
---------------

1.    A national  network  transaction fee of $.10 for a transaction  (including
      Declines)  by use of a Card issued by User at a national  and/or  regional
      network terminal.

2.    A regional  network  transaction fee of $.10 for a transaction  (including
      Declines)  by use of a Card issued by User at a national  and/or  regional
      network terminal.

3.    A national network  acquirers fee of $.10 for each transaction  (including
      Declines)  acquired  at User's  terminal  by a  national  and/or  regional
      network cardholder.

4.    A regional network  acquirers fee of $.10 for each transaction  (including
      Declines)  acquired  at User's  terminal  by a  national  and/or  regional
      network cardholder.

5.    A monthly Gateway Access fee of $50 per Network.

In  addition  to the fees  stated  above,  the  following  fee applies to Direct
Intercept  Processors  that are sponsored into the national  networks by MAS and
who surcharge transactions at their ATMs:

6.    A monthly fee of $500 for files of  international  BINs that should not be
      surcharged in accordance with national network rules.

Regional Network Gateway Fees (Pass-Through)
--------------------------------------------

1.    All applicable regional network transaction fees including but not limited
      to:  ATM  fees,  fines and  assessments,  POS  fees,  adjustment  fees and
      interchange fees/payments will be passed through as incurred by MAS.

National Network Gateway Fees (Pass-Through)
--------------------------------------------

1.    All applicable national network transaction fees including but not limited
      to:  ATM  fees,  fines and  assessments,  POS  fees,  adjustment  fees and
      interchange fees/payments per the interchange table will be passed through
      as incurred by MAS.

2.    A monthly sponsorship fee of $50.00 for access per national network.

3.    An annual card royalty fee of:

            $.025 per debit card (assessed quarterly)

            $.01 per credit card (assessed quarterly)

4.    A Transaction  fee for a Transaction  by use of a card issued by User in a
      non-MAC national terminal plus interchange fees per the interchange table:

            Transaction Fee for Plus:          $.05
            Transaction Fee for Cirrus         $.08

<PAGE>

Interchange Table
-----------------
(For information purposes only)

                                   American
                                   Express     Discover   Plus/Visa*  Cirrus/MC*
Withdrawal                           .65         .65         .50         .50
Deposit                               NA          NA          NA          NA
Transfer                              NA          NA         .25         .25
Inquiry                              .35         .35         .25         .25
Other                                 NA          NA          NA          NA
Denial                               .35         .35         .25         .25

* Represents domestic (USA) interchange rates only.

POS Reimbursement: Per the Network

<PAGE>

                  MONEY ACCESS SERVICE(R) PROCESSING AGREEMENT

                                     ADENDUM
                                       FOR
                         ADDITIONAL PROCESSING SERVICES
                             CARD PRODUCTION SERVICE

This Addendum is dated 9-20 , 2000 by and between MONEY ACCESS SERVICE INC. with
offices located at 1100 Carr Road,  Wilmington,  Delaware 19809 ("MAS",  "we" or
"us")  and TOWN BANK OF  WESTFIELD  with  offices  located  at 520  SOUTH  AVE.,
WESTFIELD,  NJ 07090  ("User" or "you") and shall  supplement,  amend and become
part of the MONEY ACCESS SERVICE Processing Agreement dated 9-20 , 2000, between
MAS and User ("MAS Processing Agreement").

                                   Background
                                   ----------

In  addition  to the MAS  Processing  Services  set forth in the MAS  Processing
Agreement,  MAS  offers  other  services  which  facilitate  the  processing  of
Transactions  ("Additional  Processing  Services").  User elects the  Additional
Processing Services described herein.

NOW,  THEREFORE,  in consideration of the mutual premises herein contained,  MAS
and User agree to be legally bound by the terms of this Addendum as  hereinafter
set forth.

1. DEFINED TERMS

All  capitalized  terms used in this Addendum and not otherwise  defined  herein
shall have the meanings set forth in Exhibit A to the MAS Processing Agreement.

2. CARD PRODUCTION SERVICE

You hereby  request and we hereby agree to provide you with our Card  Production
Service in which we will administer the issuance and periodic reissuance to your
Cardholders  of  MAC  cards.  In  accordance  with  your   instructions  on  the
Specification  Form,  we  will  arrange  for  the  purchase  of  plastic  cards,
assignment  of personal  identification  numbers,  establishment  of  Cardholder
records and/or  embossing and encoding in accordance with MAC graphic  standards
and/or mailings.

3. FEES

For the Additional Processing Services described in this Addendum,  you agree to
pay MAS the applicable fees in accordance with the Schedule of Fees set forth on
Exhibit CPS-1 hereto.

4. EFFECTIVE DATE AND TERM

This Addendum  shall be effective when fully executed by us in original form and
the required  payments  hereunder have been delivered to us. This Addendum shall
be for a terra  coterminous  with the remaining  initial term or current renewal
term  of  the  MAS  Processing  Agreement  and  shall,  thereafter,  be  renewed
automatically  for successive one (1) year terms unless terminated in accordance
with paragraph 17 of the MAS Processing Agreement. This Addendum shall terminate
immediately  upon  expiration  or  earlier  termination  of the  MAS  Processing
Agreement

5. CONFIRMATION OF MAS PROCESSING AGREEMENT

Except as  otherwise  amended  hereby,  the MAS  Processing  Agreement is hereby
ratified in all respects and shall remain in full force and effect.

<PAGE>

6. AGREEMENT TO ADDENDUM

User has agreed to the terms of this Addendum by at the time of its execution of
the MAS  Processing  Agreement  or at any later time by execution of an Addendum
for Schedule of User's Selection of Additional Processing Services to supplement
the MAS  Processing  Agreement.  The signatures of MAS and User set forth in the
MAS  Processing  Agreement  and the above  referenced  Addendum  shall  serve as
evidence of the parties' agreement to this Addendum.

<PAGE>

                                  EXHIBIT CPS-1
                                SCHEDULE OF FEES
                                       for
                         ADDITIONAL PROCESSING SERVICES
                             CARD PRODUCTION SERVICE

1.    Design of Card:

      a.    A  Generic  MAC  Plastic  fee of $.20  (includes  FI name &  network
            affiliations)

      b.    Customized Proprietary Plastic As quoted by manufacturer

2.    Card Processing Fees:

      (Processed by MAC and mailed directly to consumer):

            A per Card fee of  $.62/card  for adding card  record to file;  card
            encoding,  embossing,  and  tipping;  matching  of card  carrier  to
            plastic;  insertion  of  card  into  carrier  and  envelope;  window
            envelope; card carrier; and metering.

3.    Branch Issuance via Application:

            A per Card fee of  $.40/card  for the  creation of skeleton  record;
            card  encoding;   embossing;  and  tipping;   application;  and  PIN
            creation.

4.    Miscellaneous:

      a.    A $10.00 each fee to pull Cards on an exception basis + express mail
            charge

      b.    Hotstamping:

            -     Die creation as per quote

            -     Hotstamping on existing plastics as per quote

      c.    Statement  insert  stuffing  fee  of  $.01  each  (statement  insert
            provided by FI meeting the required specifications).

5.    Postage:

      a.    Postage fees are Pass through (Will be billed  monthly as applicable
            to User).

<PAGE>

                  MONEY ACCESS SERVICE(R) PROCESSING AGREEMENT

                                    ADDENDUM
                                       FOR
                     MASTERCARD DEBIT CARD/ VISA CHECK CARD

This  Addendum is dated 9-20 , 2000,  by and between  MONEY ACCESS  SERVICE INC.
with offices located at 1100 Carr Road, Wilmington,  Delaware 19809 ("MAS", "we"
or "us") and TOWN BANK OF  WESTFIELD  with  offices  located at 520 SOUTH  AVE.,
WESTFIELD,  NJ 07090  ("User" or "you") and shall  supplement,  amend and become
part of the MONEY ACCESS SERVICE Processing  Agreement dated 9-20 , 2000 between
MAS and User ("MAS Processing Agreement").

                                   Background
                                   ----------

In  addition  to the MAS  Processing  Services  set forth in the MAS  Processing
Agreement,  MAS  offers  other  services  which  facilitate  the  processing  of
Transactions  ("Additional  Processing  Services").  User elects the  Additional
Processing Services described herein.

NOW,  THEREFORE,  in consideration of the mutual premises herein contained,  MAS
and User agree to be legally bound by the terms of this Addendum as herein after
set forth.

1. DEFINED TERMS. All capitalized  terms used in this Addendum and not otherwise
defined herein shall have the meanings set forth in the MAS Processing Agreement
or Exhibit A thereto.

2.  MASTERCARD  DEBIT  CARD/ VISA CHECK CARD.  You hereby  request and we hereby
agree to provide you with the features of our MASTERCARD  DEBIT CARD/ VISA CHECK
CARD services you elect below by which you can offer your  Cardholders  national
debit capabilities by linking their MAC(R) Cards with the debit programs of VISA
U.S.A.,   Inc.   ("VISA")   and/or   MasterCard   International,    Incorporated
("MasterCard") (each, an "Association") at points of sale:

      |_|   Our MASTERCARD  DEBIT CARD service  provides your  Cardholders  with
            enhanced use of their MAC Cards through MasterCard's debit program.

      |X|   Our VISA CHECK CARD service  provides your Cardholders with enhanced
            use of their MAC Cards through VISA's debit program.

3.   MASTERCARD   DEBIT   CARD/   VISA  CHECK  CARD   HOLD/MATCH   SERVICE   AND
PRE-AUTHORIZATION RE-APPLY SERVICE.

Our  HOLD/MATCH  SERVICE for users of  MASTERCARD  DEBIT CARD or VISA CHECK CARD
causes the  expiration of a "hold" on funds in a  Cardholder's  account to occur
only upon the occurrence of (i) a matching  MASTERCARD  DEBIT CARD or VISA CHECK
CARD Purchase Completion or (ii) the passage of pre-set number of hours that you
designate on the Specification Form.

Designation  of  Hold  Hours:  As  determined  by  User  and  set  forth  on the
Specification  Form,  User  elects  to  impose a hold on  funds  of  Cardholders
engaging in Purchases until such time as a Purchase Completion occurs.

Our  PRE-AUTHORIZATION  RE-APPLY  SERVICE for users of MASTERCARD  DEBIT CARD or
VISA CHECK CARD  provides  the User with the  ability to extend the hold  period
that you  designate  on the  Specification  Form pending the receipt of Purchase
completions.

4. USER RESPONSIBILITIES. In accordance with your elections in Section 2 herein,
you must  establish and maintain  appropriate  status for VISA as a Principal or
Associate  member,  or for MasterCard as a Principal or Affiliate  member and be
authorized to  participate in the debit  programs of such

<PAGE>

organization(s).  You represent and warrant to us that at all times during which
this   Addendum  is  operative  you  will   maintain  the   appropriate   active
membership(s) and authorization(s).

You are responsible to purchase the appropriate  Association  manuals and comply
in all  respects  with the  rules,  regulations  and  standards  of VISA  and/or
MasterCard  for which we provide  you with  MASTERCARD  DEBIT CARD or VISA CHECK
CARD support services.  You are solely  responsible for all membership and other
fees,  fines,  assessments,  inquiries,  adjustments,  records,  reconcilements,
accountings and every other category of monetary  obligation  presently existing
and hereafter  imposed on by VISA and/or  MasterCard,  as applicable  given your
elections  in Section 2 herein.  If you elect to use our  HOLD/MATCH  SERVICE or
PRE-AUTHORIZATION  RE-APPLY  SERVICE  in Section  3, you must  designate  on the
Specification  Form a range of hours for all holds.  You are responsible for the
additional MASTERCARD DEBIT CARD or VISA CHECK CARD Authorization fees set forth
on Schedule MCV-1. MAS shall not be responsible for any election made by User in
Section 3 of this  Addendum and User shall  indemnify,  defend and hold harmless
MAS for any such elections.

5.  SETTLEMENT  ACCOUNT.  User shall be required to  maintain  their  Settlement
Account with MAS for not less than one hundred  eighty (180) days after the last
transaction  is processed  under this  Agreement.  Settlement  Account  shall be
defined  to include  settlement,  daily  chargeback,  daily  interchange,  daily
chargeback  processing  activity and any and all association  pass-through fees.
User must  accept,  process  and settle  all  activity  related to  Transactions
processed under this Agreement regardless of the termination of this Agreement.

6.  MAS  RESPONSIBILITIES.  We will (i)  receive  Transaction  requests  of your
Cardholders  through the  MASTERCARD  DEBIT CARD or VISA CHECK CARD services you
elect  and  (ii)  process  such  requests  in  accordance  with  the  Cardholder
information you provide us. If you are qualified and elect to use our HOLD/MATCH
SERVICE or  PRE-AUTHORIZATION  REAPPLY  SERVICE,  we will  impose a hold on each
Transaction  until the criteria you have  selected to terminate  the hold as set
forth on the attached Specification Form has been satisfied.

7. FEES. For the Additional Processing Services described in this Addendum,  you
agree to pay MAS the applicable fees in accordance with the Schedule of Fees set
forth  on  Exhibit   MCV-1   hereto.   Users  of  our   HOLD/MATCH   SERVICE  or
PRE-AUTHORIZATION  RE-APPLY  SERVICE,  described in Section 3 will also pay fees
per authorization as set forth on Exhibit MCV-1 hereto. User will be responsible
for all  Association  fees  including,  but not  limited to, any set up fees and
monthly fees assessed by the  Association to MAS which relates to  participation
in  MASTERCARD  DEBIT  CARD or VISA CHECK CARD  Service or MAS's  processing  of
Transactions hereunder.

8. EFFECTIVE DATE AND TERM. This Addendum shall be effective when fully executed
by us in original form and the required  payments  hereunder have been delivered
to us. This Addendum shall be for a term coterminous with the remaining  initial
term or  current  renewal  term  of the  MAS  Processing  Agreement  and  shall,
thereafter,  be renewed  automatically  for successive one (1) year terms unless
terminated in accordance with paragraph 17 of the MAS Processing Agreement.

This Addendum shall terminate immediately upon expiration or earlier termination
of the MAS Processing Agreement.

9. CONFIRMATION OF MAS PROCESSING AGREEMENT. Except as otherwise amended hereby,
the MAS Processing Agreement is hereby ratified in all respects and shall remain
in full force and effect.

10. AGREEMENT TO ADDENDUM.  User has agreed to the terms of this Addendum at the
time of its  execution of the MAS  Processing  Agreement or at any later time by
execution  of an  Addendum  for  Schedule  of  User's  Selection  of  Additional
Processing Services to supplement the MAS Processing  Agreement.  The signatures
of MAS  and  User  set  forth  in the MAS  Processing  Agreement  and the  above
referenced  Addendum  shall serve as evidence of the parties'  agreement to this
Addendum.

<PAGE>

                                  EXHIBIT MCV-1
                                SCHEDULE OF FEES
                                       for
                         ADDITIONAL PROCESSING SERVICES
                     MASTERCARD DEBIT CARD/ VISA CHECK CARD

The fees payable by User for the MASTERCARD  DEBIT CARD or VISA CHECK CARD shall
be as follows:

Set-Up Fee

1.    One-Time Set-Up

      MC Debit Card/Visa Check Card $2,000

Processing Fees

1.    Monthly Access/Gateway Fee                  $100

2.    Completion or Posting Transaction Fee       $ 15

3.    Quarterly Reporting

      Principals                                  Not Applicable

      Affiliate/Associate or Other Membership     100/quarter

4.    Chargeback/Retrieval Request                $13 per Item

      Each subsequent action will be accessed at the per item rate

5.    Credit Card Network Processing Fees as pass-through:

      A.    Fees as  described in the  MasterCard  Consolidated  Billing  System
            manual are included on the monthly MAS invoice as pass-through fees.

      B.    Fees as described in the VISA U.S.A.  Inc.,  Operating  Regulations,
            Volume I - General  Rules are included on the monthly MAS invoice as
            pass-through fees.

      C.    Any  charges  and fees  incurred  by card  vendors,  shall be passed
            through to User.

      D.    Pass-through  fees not covered under item 5 herein, as applicable to
            User will be billed to User.

6.    Fraud Reporting

      A.    MasterCard SAFE Reporting             $50/mo.

      B.    Visa Confirmed Fraud Reporting        $50/mo.

7.    Telecommunications                          at cost

Optional Services

1.    Hold/Match Service Implementation Fee $100

      A.    Hold/Match fee per Authorization:

            Billing Increment
            -----------------
            1 to 12 hours                   $0.024
            13 to 24 hours                  $0.028
            25 to 36 hours                  $0.032
            37 to 48 hours                  $0.035
            49 to 60 hours                  $0.038
            61 to 72 hours                  $0.040
            73 to 84 hours                  $0.042
            85 to 96 hours                  $0.044
            each additional 12 hours       +$0.002

Hold/Match  fees are calculated  based on the total number of  Pre-authorization
transactions for the month.

2.    Pre-Authorization Re-Apply Service Fee $.04 per transaction per day

Card Production Fees

1.    Generic MasterCard Debit Card/Visa Check Card and Business Card fee.

      A.    A set-up  fee,  covering  the cost of client  setup on card  vendors
            system  and any  necessary  programming,  will be passed  through to
            User.

<PAGE>

      B.    A per Card fee  based  upon the  number  of Cards  issued.  This fee
            includes  plastic,  window  envelopes and insertion,  ultragraphics,
            indent printing, CVV/CVC calculation,  embossing, encoding, tipping,
            card  carrier,  printing  of card  carriers,  matching  of  cards to
            carriers, activation labels and affixing of activation labels.

      #of Plastics            Cost/Standard Card            Cost/Business Card
      ------------            ------------------            ------------------
        1 - 500                     $1.75                         $2.50
        Over 500                     1.50                          2.25

            Monthly Volume includes Continuous Issue, Mass Issue and Reissues.

      C.    A PIN Creation fee of $.30 per PIN which includes generation of PIN,
            printing of PIN mailer and PIN mailer.

      D.    Postage fees are pass-through.

2.    Custom MasterCard Debit Card/Visa Check Card and Business Card fee.

      A.    A one time set-up fee of $300,

      B.    Customized Proprietary Plastic will be quoted by manufacturer.

      C.    A per Card fee  based  upon the  number  of Cards  issued.  This fee
            includes  window  envelopes  and  insertion,  ultragraphics,  indent
            printing, CVV/CVC calculation,  embossing,  encoding,  tipping, card
            carrier,  printing of card carriers,  matching of cards to carriers,
            activation labels and affixing of activation labels.

            # of Plastics                                            Cost/card
            -------------                                            ---------
               1 - 500                                                 $1.40
               over 500                                                $1.15

            Monthly Volume includes Continuous Issue, Mass Issue and Reissues.

      D.    A PIN Creation fee of $.30 per PIN which includes generation of PIN,
            printing of PIN mailer and PIN mailer.

      E.    Postage fees are pass-through

3.    Miscellaneous service fees:

      A.    A $10.00 each fee to pull Card on an  exception  basis plus  express
            mail charge.

      B.    Statement  insert  stuffing  fee  of  $.01  each  (statement  insert
            provided by FI meeting the required specifications.)

<PAGE>

                  MONEY ACCESS SERVICE(R) PROCESSING AGREEMENT

                                    ADDENDUM
                                       FOR
                                 OFF-LINE DEBIT
                       FRAUD RISK IDENTIFICATION SERVICES

This Addendum is dated 9-20 , 2000 by and between MONEY ACCESS SERVICE INC. with
offices located at 1100 Carr Road,  Wilmington,  DE 19809 ("MAS",  "we" or "us")
and TOWN BANK OF WESTFIELD with offices located at 520 SOUTH AVE., WESTFIELD, NJ
07090 ("User",  "you" or "your") and shall supplement,  amend and become part of
the MONEY ACCESS SERVICE Processing Agreement dated 9-20 , 2000, between MAS and
User (the "MAS Processing Agreement").

                                   Background
                                   ----------

In  connection  with the MAS  Processing  Services set forth in the addendum for
Off-Line  Debit-Visa  Check  Card/MasterCard  Debit  Card to the MAS  Processing
Agreement,  MAS  offers,  a service  designed  to detect and report  patterns of
potentially  fraudulent  use of  off-line  debit  cards  known as the Fraud Risk
Identification  Service.  MAS's  provision  of access  to the  Fraud  Protection
Service and the  associated  reporting  and notice  undertakings  hereunder  are
collectively  referenced below as the Service. User elects the Service described
herein.

NOW,  THEREFORE,  in consideration of the mutual premises herein contained,  MAS
and User agree to be legally bound by the terms of this Addendum as  hereinafter
set forth.

1. DEFINED TERMS

All  capitalized  terms used in this Addendum and not otherwise  defined  herein
shall have the meanings set forth in the MAS  Processing  Agreement or Exhibit A
thereto.

2. THE SERVICE

(a) Participation in the Fraud Protection Service. User shall communicate to MAS
the off-line debit cards selected by User to participate in the Service (each, a
"Card") on the User  Service  Election  Form  attached  hereto and  incorporated
herein by reference as Exhibit FRIS-l,  as such exhibit may be amended from time
to by mutual agreement of the parties.

(b) Election of Service Type;  Fraud Activity  Thresholds.  User shall designate
its Service election on Exhibit FRIS-l.

      (1) Comprehensive Service Election. If a "Comprehensive  Service" election
      is made by  User  on  Exhibit  FRIS-1,  upon  MAS's  determination  that a
      suspected  fraud  activity  threshold   determined  by  MAS  in  its  sole
      discretion  from time to time  ("Threshold")  has been met with respect to
      any Card, MAS shall attempt to communicate with User's cardholder,  at the
      telephone  number provided by User, to determine  whether the reported use
      of the Card was  unauthorized.  MAS is authorized to disclose  information
      regarding use of the Card to persons at such telephone  number and to rely
      upon the direction of such persons. MAS's policies, procedures and options
      for response to claims of  fraudulent  activity,  inability to contact the
      cardholder and reporting to the User shall be provided to User by MAS from
      time to time.

      (2) Independent Service Election.  If an "Independent Service" election is
      made by User on Exhibit FRIS-l,  upon MAS's determination that a Threshold
      has  been met with  respect  to any  Card,  MAS will  inform  User of such
      determination  in accordance  with  procedures  set forth in MAS's Service
      documentation  from  time  to  time.  Upon  the  election  by  User of the
      Independent

<PAGE>

      Service, MAS will have no obligation, duty or responsibility to attempt to
      communicate with User's cardholder.

(c) Ownership of Systems Required to Provide Service. MAS does not hereby convey
nor does  User  hereby  obtain  any  right  in the  programs,  systems,  data or
materials  utilized by MAS in the performance of the Service under this Addendum
or the MAS Processing Agreement.

(d)  Authorization  to Use the Service.  User shall  comply with all  applicable
provisions  of  this  Agreement  and  MAS's  policy  and  procedures  statements
distributed from time to time. User shall provide to MAS information  related to
User's confirmed fraud experience as required by MAS from time to time.

(e) Provision of Needed Data to MAS upon User's Comprehensive  Service Election.
Upon User's Comprehensive Service election on Exhibit FRIS-1, prior to the Start
Date, and as updated from time to time  thereafter,  User shall provide MAS with
the names and  corresponding  valid telephone numbers for all of its cardholders
whose Cards will  participate in the Service in such format as MAS shall specify
from time to time (the "Cardholder  Data").  MAS may refuse to process,  and may
return to User, any  Cardholder  Data that in MAS's opinion are not of a quality
suitable for  processing or do not comply with MAS's  standards and  procedures.
User will be responsible for correcting and resubmitting any rejected Cardholder
Data.

(f) Contact of User's  Cardholders upon User's  Comprehensive  Service Election.
Upon User's  Comprehensive  Service election on Exhibit FRIS-l,  User authorizes
MAS to contact User's cardholders,  as necessary,  upon its determination that a
Threshold has been triggered by such cardholders' account activity.  User agrees
that MAS is entitled to rely upon User's  Cardholder  Data without  verification
and  acknowledges  that any error in such  Cardholder Data may prevent or impede
MAS from contacting such Cardholders.

(g) Periodic  Surveys.  Regardless of User's  service level  election on Exhibit
FRIS-l,  User agrees to participate in periodic  confidential  surveys to assess
Service performance.

(h) HNC Software  Sublicense.  The  software  sublicensing  agreement,  attached
hereto as Exhibit  FRIS-2 as such exhibit may be amended  from time to time,  is
incorporated herein by reference.

3. EFFECTIVE DATE; TERM; SERVICE START DATE.

(a) This Addendum shall become effective, without further action, as of the date
first  written above (the  "Effective  Date") and shall remain in full force and
effect  until MAS  ceases to offer the  Service or until the  expiration  of the
initial term or current renewal term of the MAS Processing Agreement,  whichever
is sooner;  provided  that either party to this  Agreement  may  terminate  this
Agreement for any reason whatsoever,  without penalty,  by providing thirty (30)
days' prior written notice to the other party.

(b)  Notwithstanding  the Effective Date, MAS shall begin to provide the Service
to User on the date set forth on Exhibit FRIS-l (the "Start Date").

4. FEES.

In  consideration  for the Services,  User agrees to pay to MAS a Service set-up
fee as set forth in Exhibit  FRIS-1 prior to the Start Date.  In addition,  User
shall pay to MAS Service  usage fees as described on Exhibit  FRIS-I  related to
User's service level  election.  Notwithstanding  any other provision of the MAS
Processing Agreement or any addenda thereto, if HNC Software Inc., increases the
costs  charged to MAS  associated  with the  Service,  MAS may  increase  User's
Service usage fees to reflect such increases.  The timing and form of payment of
such  fees  shall  be  governed  by the  MAS  Processing  Agreement.  Any  costs
associated with User's receipt of the Service shall be borne by User.

<PAGE>

5. DISCLAIMER OF LIABILITY.

MAS shall not be responsible for any losses, damages, or liabilities, whether in
contract,  tort  (including  negligence),  strict  liability  or under any other
theory,  incurred  by  User  or any  of  its  cardholders,  that  is in any  way
associated with the Service, including without limitation any losses, damages or
liabilities  that are (a) caused (i) by any  inaccuracy or error in the Service,
(ii) by any disclosure of cardholder  information to a person contacted  through
the  Cardholder  Data  provided by User, or (iii) during  scheduled  maintenance
necessary to support the Service.  In no event shall MAS be liable for indirect,
special,  incidental, or consequential damages including without limitation lost
profits incurred by User, its agents,  or any cardholders in connection with the
Service. Without limiting the foregoing, MAS disclaims any warranty,  express or
implied, in the selection on any Threshold.

6. INDEMNIFICATION.

User shall indemnify,  defend and hold MAS and respective  directors,  officers,
agents and  employees  harmless  from and against  any and all  losses,  claims,
demands,  actions,  causes of action,  suits,  costs,  attorneys' fees, damages,
expenses,  compensation,  penalties,  liabilities  and  obligations  of any kind
asserted  by a third  party  resulting  from,  arising  out of, or  incurred  in
connection with the Service.

7. CONFIRMATION OF MAS PROCESSING AGREEMENT

Except as  otherwise  amended  hereby,  the MAS  Processing  Agreement is hereby
ratified in all respects and shall remain in full force and effect.

<PAGE>

                                 EXHIBIT FRIS-1
                           USER SERVICE ELECTION FORM

The  undersigned  User wishes to  participate  in the Fraud Risk  Identification
Service  (FRIS),  and  designates  the  following  type of service and cards for
coverage through such service.

Financial Institution Name: The Town Bank of Westfield
                            -----------------------------------
Participant Number: 577015
                    -------------------------------------------

                                Schedule of Fees

User agrees to pay MAS:

Initial Implementation Set-up Fee

1.    A one-time set-up fee of $1,000.

Service Level Election
Comprehensive Service |X|

In addition to the fees above, User shall pay to MAS the following:

1.    Monthly Card Residency Fee of $.02 per active*card on file. (Waived).

2.    Transaction  Fee of $.03 per  transaction  submitted  for  neural  network
      scoring and processed by MAS with respect to any Card.

Independent Service |_|

In addition to the fees above, User shall pay to MAS the following:

1.    Monthly Card Residency Fee of $.02 per active*card on file.

2.    Transaction  Fee of $0.3 per  transaction  submitted  for  neural  network
      scoring and processed by MAS with respect to any Card.

               Reporting and File Distribution and Delivery Fees

1.    Telecommunication  fees  as  applicable  to  Participant  will  be  billed
      monthly.

                           Consortium Fraud File Fee

1.    Monthly Fee of $50 for file maintenance and administration.

                      Cardholder Profile Transmission Fees
 Authorization Processor/Intercept Processor/Third Party Processor Clients Only

Optional Service

1.    Monthly Card Record Storage Fee of $.02 per card record  maintained on the
      FRIS card profile system.

2.    Monthly  File   Maintenance   Fee  of  $150  for  file   maintenance   and
      administration.

3.    Telecommunication  fees  as  applicable  to  Participant  will  be  billed
      monthly.

4.    Certification fees as applicable to Participant will be billed.

* Active is defined as any offline debit card which  conducted a transaction via
the MasterCard Debit Card and Visa Check Card system during the month,  that was
submitted for neural network scoring.

User Prefix                Total # of Cards          Active # of Cards

-----------                ----------------          -----------------
-----------                ----------------          -----------------

Note: Prefixes  participating in the Service need to be submitted four (4) weeks
      prior to their inclusion.

<PAGE>

                                 EXHIBIT FRIS-2
                              SUBLICENSE AGREEMENT

      1. MAS grants to User a nonexclusive,  nontransferable (except as provided
in Section 10 below)  sublicense to use proprietary  software for use with debit
card accounts ("HNC Software")  developed by HNC Software Inc.,  ("HNC") only in
object code form as provided  herein and to use the manuals and related  written
materials  that  describe  the use or  functionality  of the HNC  Software  (the
"Documentation")  for the HNC Software.  User's  rights may not be  sublicensed,
assigned,  or  transferred  in  any  respect,  whether  by  operation  of law or
otherwise, except as specifically set forth in this Agreement. User's rights and
license with respect to the HNC  Software  are subject to  termination  if MAS's
rights under the License and Software Distribution Agreement between HNC and MAS
are  terminated.  User  acknowledges  that  the HNC  Software  is  designed  for
detection  of debit  card  fraud and,  as such,  User  agrees not to use the HNC
Software for any other purpose.  In addition,  User acknowledges and agrees that
the  performance of the HNC Software is optimized for  cardholders  domiciled in
the  United  States and  Canada.  As such,  User  agrees it will not use the HNC
Software with respect to any cardholders  known by User to be domiciled  outside
of the United States and Canada.

      2. User  acknowledges that the HNC Software is copyrighted and is the sole
and exclusive  property of HNC Software Inc. No right,  title, or interest in or
to the HNC Software (including any right, title or interest in or to any patent,
copyright, trademark, or other Intellectual Property or proprietary rights in or
related  to the HNC  Software),  other  than the  sublicense  expressly  granted
hereby,  is  transferred  from MAS to User.  Title to and  ownership  of the HNC
Software  shall remain  exclusively  with HNC and its licensors  (if any).  User
shall not alter or erase any proprietary notices appearing on the HNC Software.

      3. The HNC Software  contains  trade  secrets of HNC, and to protect them,
User agrees not to decompile, reverse engineer, disassemble, or otherwise reduce
the HNC Software to human perceivable form. Except as otherwise provided in this
Agreement, User may not use, copy, modify, adapt, translate,  rent, lease, loan,
resell for profit, distribute, network or create derivative works based upon the
HNC Software or any part thereof.

      4. The User may copy those  components  of the HNC  Software  which MAS is
permitted to use hereunder  solely for internal  archival and backup purposes to
enable User to use the HNC  Software as permitted  by this  Agreement.  User may
transfer  the HNC  Software  to a  backup  computer  in the  event  of  computer
malfunction.  User shall reproduce all copyright and proprietary  notices on the
HNC  Software  in their  exact form on all such  copies.  Upon MAS's  reasonable
request,  User shall  inform MAS of the number and location of any copies of the
HNC Software in such User's possession.

      5. LIMITED LIABILITY. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN OR IN
ANY OF HNC'S LIMITED WARRANTIES FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, HNC
AND/OR  MAS WILL NOT BE LIABLE FOR ANY LOST  PROFITS,  LOSS OF  BUSINESS  OR FOR
INDIRECT,  INCIDENTAL,  EXEMPLARY,  CONSEQUENTIAL,  PUNITIVE OR SPECIAL  DAMAGES
SUFFERED BY USER OR OTHERS ARISING OUT OF OR RELATED TO THIS  ADDENDUM,  THE HNC
SOFTWARE,  THE  DOCUMENTATION  OR ANY OTHER HNC  PRODUCTS OR  SERVICES,  FOR ALL
CAUSES OF ACTION  OF ANY KIND  (INCLUDING  BUT NOT  LIMITED  TO TORT,  CONTRACT,
NEGLIGENCE,  STRICT  PRODUCT  LIABILITY AND BREACH OF WARRANTY)  EVEN IF HNC HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      6. LIMIT ON MAXIMUM LIABILITY.  HNC'S AND MAS'S TOTAL COLLECTIVE LIABILITY
TO USER UNDER THIS  ADDENDUM  WILL IN NO EVENT EXCEED THE TOTAL  DOLLARS PAID BY
USER OR MAS UNDER THIS ADDENDUM  (EXCLUSIVE OF REIMBURSED  EXPENSES) FOR THE HNC
SOFTWARE  DURING THE FIRST  TWELVE (12) MONTHS OF THIS  AGREEMENT  OR DURING THE
TWELVE-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION RESULTING IN
SUCH LIABILITY ACCRUED, WHICHEVER AMOUNT IS GREATER.

<PAGE>

      7. User  acknowledges  that the HNC  Software  contains  confidential  and
proprietary  information belonging to HNC and its licensors (if any). User shall
use reasonable  efforts to hold the HNC Software and Documentation in confidence
and shall not knowingly or negligently  disclose or use the HNC Software  except
as permitted by this Agreement.  As used herein,  "reasonable  efforts" means at
least the same degree of care to safeguard and preserve the  confidentiality  of
HNC's and its licensors'  confidential and proprietary information as User would
exercise with respect to User's own confidential information, which shall not be
less than a  reasonable  standard of care.  User shall not use the HNC  Software
other than as  expressly  permitted by this  Agreement.  User's  obligations  of
confidentiality  under this Section and User's obligations under Section 3 above
shall survive the  termination  of this Agreement for any reason for a period of
five (5) years.  Without  limiting the generality of the foregoing,  User agrees
that in the event that User  breaches  any of the  provisions  contained in this
Agreement then, MAS and/or HNC shall be authorized and entitled to seek from any
court  of  competent  jurisdiction  (i)  a  temporary  restraining  order,  (ii)
preliminary and permanent  injunctive relief; and (iii) an equitable  accounting
for all profits or benefits arising out of such breach.  Such rights or remedies
shall be cumulative and in addition to any other rights or remedies to which MAS
and/or HNC may be entitled.

      8. User shall be in default of this  Agreement  if: (a) User  breaches any
confidentiality  obligation  and does not cure such breach  within ten (10) days
after  notice  thereof  by  MAS;  or (b)  User  materially  breaches  any  other
obligation  contained  in this  Agreement  and fails to cure such breach  within
thirty  (30)  days  after  notice  thereof  by MAS.  If User  defaults,  MAS may
terminate this Agreement and require User to destroy or return to MAS all copies
of the HNC Software in User's possession.

      9.  Consortium  Data.  As a condition  of being  permitted  to use the HNC
Software,  User agrees to provide  MAS with  Client  Fraud Data (as such term is
defined  below) which will be submitted by MAS to HNC on behalf of User. MAS and
HNC will treat such data as the Confidential  Information of User. HNC shall use
such  Client  Fraud Data only in  performing  services in  accordance  with this
Addendum.  Such  Client  Fraud  Data  will  be  incorporated  by  HNC  into  the
appropriate  consortium  database on an anonymous  basis and User hereby  agrees
that such Client Fraud Data (as so  incorporated  into the consortium  database)
may be  perpetually  used by HNC without charge to develop models related to the
given HNC Software product,  reports and consulting activities that will be used
by HNC and its  customers.  HNC shall also own any derived  variables  from such
data.  Such data will only be made available to those  employees of HNC who need
such information in order to perform their responsibilities hereunder.

      For purposes of this Addendum, "Client Fraud Data" shall mean current data
and information of User,  which  information is collected by MAS on a go-forward
basis  from  the  effective  date  of  this  Addendum  and  incorporated  into a
proprietary  data base containing data of other HNC clients which is used by HNC
for developing "consortium" models and algorithms for use with the HNC Software.

      User  acknowledges  and agrees that Client Fraud Data submitted to MAS for
use in the Fraud Control Consortium will be formatted as reasonably specified by
MAS. If User fails to meet such requirements,  User acknowledges and agrees that
HNC may, in its  discretion,  exclude any unfit and/or  unsuitable  Client Fraud
Data submitted by User to the Fraud Control  Consortium.  In such event,  User's
data will not be included in the Fraud  Control  Consortium  and, as such,  User
acknowledges and agrees that User may receive diminished benefits from the Fraud
Control Consortium.

      10. Assignment.  User shall not, without the prior written consent of MAS,
assign or  transfer  this  Addendum.  Such  consent  shall  not be  unreasonably
withheld.  However,  MAS  may,  in  its  discretion,  withhold  consent  to  any
assignment of this Agreement (and such  withholding of consent will be deemed to
be  reasonable)  where:  (i)  such  assignment  is to a  competitor  of HNC (for
purposes of this Addendum,  a "competitor of HNC" is defined as one which offers
a  software  solution  which  purports  to solve  the same  problems  as the HNC
Software,  and other  similar  products  in HNC's  product  line);  and (ii) the
assignee is located outside the United States and/or Canada.