Exhibit 10.36

                              AURUM TECHNOLOGY INC.

                       INTERNET MASTER SERVICES AGREEMENT

      As of the date set forth below (the "Effective  Date"),  Aurum  Technology
Inc., a Delaware  corporation  ("Aurum"),  and the  customer  whose name appears
below  ("Customer")  hereby enter into this Internet Master  Services  Agreement
consisting of the Standard  Terms and  Conditions  and the Schedules  marked and
initialed  below,  which are  attached  hereto and  incorporated  herein for all
purposes.

      Unless otherwise  specifically  provided  otherwise in this Agreement or a
Schedule,  AURUM  or its  subcontractors  will  be  the  exclusive  provider  to
Customer,  and Customer agrees to exclusively  obtain from AURUM, the Authorized
Services  described in the Schedules marked below,  which Schedules are attached
hereto and  incorporated  herein by reference.  The  Schedules  marked below set
forth the specific terms and conditions applicable to the Authorized Services.

                                                    Place an "X" in the
                                                  appropriate box(es) below
                                                  -------------------------

Schedule A - Aurum Personal eBanking Services                |X|
Schedule B - Aurum Business eBanking Services                |X|
Schedule C - Bill Payment Services                           |X|

|_| Schedule D - Internet Services: Select Package
                 |X| Standard (25 Pages)
                 |_| Premium (50 Pages)
                 |_| Custom
                 |_| Migrate Existing Web Site to Aurum

                     Optional (Choose one)
                     ---------------------
                     SSL Encryption Certificate (1st Year)
                        GEO Trust                  |_|
                        VeriSign                   |_|

      IN WITNESS  WHEREOF,  the parties have duly executed this Agreement by the
duly authorized signatures below as of June 11, 2003 (the "Effective Date").

CUSTOMER:                               AURUM:
      The Town Bank of Westfield              Aurum Technology, Inc.

         /s/ Robert W. Dowens, Sr.               /s/ Anthony Ficarra
        ----------------------------            ----------------------------
          [Authorized Signature]                  [Authorized Signature]
Name: Robert W. Dowens, Sr.             Name: Anthony Ficarra
      ------------------------------

Title: President & CEO                  Title: Senior Vice President Electronic
      ------------------------------           Business
Date: June 11, 2003                     Date: 7/22/03
      ------------------------------          ------------------------------

ADDRESS:                                ADDRESS:
      520 South Avenue                        2701 W. Plano Parkway
      ------------------------------          Suite 600
      Westfield, New Jersey                   Plano, Texas 75075-8206
      ------------------------------          Attn: Vice President of eBusiness
      07090
      ------------------------------

CONTACT INFORMATION:                    CONTACT INFORMATION:
Telephone: 908-301-0800                 Telephone: (972) 943-2600
Facsimile: 908-301-0894                 Facsimile: (972) 943-2802

Town Bank of Westfield
Confidential & Proprietary            Signature Page
(v.2003)

<PAGE>

                    AURUM INTERNET MASTER SERVICES AGREEMENT

                          STANDARD TERMS AND CONDITIONS

As of the  Effective  Date,  Aurum and Customer  hereby enter into this Internet
Master Services Agreement  consisting of these Standard Terms and Conditions and
the  Schedules  marked and initialed on the  signature  page of this  Agreement,
which are attached hereto and incorporated herein for all purposes.

      WHEREAS, Aurum provides Internet Services to financial institutions; and

      WHEREAS,  Customer  desires to purchase  certain  Internet  Services  from
Aurum.

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

                              ARTICLE I - SERVICES

1.1   Authorized Services. During the Term, Aurum agrees to provide to Customer,
      and Customer agrees to accept from Aurum, the Authorized Services, subject
      to the terms and conditions set forth herein.  Customer  agrees that Aurum
      shall be the sole and  exclusive  provider  of the  services  that are the
      subject  matter of this  Agreement for the  Customer.  For purposes of the
      foregoing, the term "Customer" shall include Customer's affiliates.

1.2   Additional  Services.  If Customer  requests  Aurum to perform any service
      that is not an Authorized Service,  then Aurum may provide such service as
      an "Additional Service".

1.3   Software  Access  License.  During the Term and subject to the limitations
      set forth herein, Aurum grants to Customer a limited,  non-exclusive,  and
      non-assignable  license to access the Software  located on Aurum's  Server
      for the purpose of receiving the Authorized  Services and using the "Aurum
      System" to provide banking functionality and other related services to the
      End User  Customers.  Aurum  reserves  all  rights not  expressly  granted
      herein.  Without limiting the foregoing,  Customer has no right to possess
      the Software or any copies thereof in any form.

1.4   Aurum Mark  License.  During the Term and subject to the  limitations  set
      forth  herein,  Aurum  grants to  Customer a limited,  non-exclusive,  and
      non-assignable  license to use Aurum's  service mark and trademark  solely
      for the purpose of describing the Authorized Services and the Aurum System
      to the actual and potential End User  Customers and for no other  purpose.
      Aurum reserves all rights not expressly granted herein.

1.5   Customer Mark License.  During the Term and subject to the limitations set
      forth  herein,  Customer  grants to Aurum a  limited,  non-exclusive,  and
      non-assignable  license to use  Customer's  service  marks and  trademarks
      solely for the purpose of performing  the  Authorized  Services and for no
      other purpose. Customer reserves all rights not expressly granted herein.

1.6   Regulatory  Compliance.  Customer shall be responsible  for (i) compliance
      with all state and federal laws and regulations  governing banks and other
      financial institutions; (ii) any disclosure to its End User Customers with
      respect to the  Authorized  Services and each Customer  product or service
      made  available  through the Aurum  System  ("Customer  Product/Service");
      (iii) the terms and conditions of any Customer  Product/Service;  (iv) the
      terms,   conditions,   and  any   limitations   on  which   any   Customer
      Product/Service  may be accessed,  utilized or transactions  originated by
      any End  User  Customer;  (v)  determining  the  authority  of any  person
      accessing a Customer Product/Service; and (vi) preparing, maintaining, and
      monitoring  compliance with verifiable  documentation  with respect to the
      foregoing.


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      Customer  acknowledges  and agrees that Customer shall not rely upon Aurum
      for advice regarding  compliance with governmental  regulations.  Customer
      must independently verify its compliance with such regulations through its
      own legal counsel. Aurum shall use commercially reasonable efforts, during
      the Term of this Agreement,  to be in substantive  compliance with federal
      rules and regulations as they relate to vendors of Authorized Services. In
      the event  that there is a  significant  change in the manner by which the
      Authorized  Services  can  be  furnished  hereunder,  as  a  result  of  a
      regulatory compliance  requirement,  Aurum and Customer shall negotiate in
      good faith to resolve  the  compliance  issue.  If Aurum  determines  that
      compliance is cost prohibitive, Aurum may elect to terminate the Agreement
      without  penalty,  by  furnishing  Customer  with  thirty  (30) days prior
      written notice.  Regulatory disclosure requirements are the responsibility
      of Customer.

      If  Customer  believes  that any  modifications  to the Aurum  System  are
      required under any laws, rules, or regulations,  Customer will promptly so
      inform Aurum.  Aurum will perform any modifications to the Aurum System or
      recommend   changes  to  operating   procedures  of  Customer  that  Aurum
      determines are necessary or desirable;  provided, that if any such changes
      or  modifications  result in a  significant  increase  in Aurum's  cost of
      providing  Authorized  Services,  Aurum will be entitled  to increase  the
      charges  under  this  Agreement  by an  amount  that  reflects  a pro rata
      allocation of Aurum's increased cost among the applicable Aurum customers.
      New or  enhanced  Aurum  System  features,  functions,  reports,  or other
      services that may result from such modifications or recommendations may be
      provided as an Additional Service. Notwithstanding the foregoing, Customer
      acknowledges that the Aurum System may, from time to time, consist in part
      of System(s) licensed by Aurum from third-parry  vendor(s) and, therefore,
      Aurum shall have no duty or  responsibility to modify any such third-party
      System under this  Section,  except to the extent that the vendor  thereof
      has such a duty or  responsibility  to modify such System  pursuant to the
      applicable license agreement between Aurum and such vendor.

1.7   Audits.   Aurum  will  provide   auditors  and  inspectors  that  Customer
      designates  in writing with  reasonable  access to the Data Center  during
      business hours for the limited purpose of performing audits or inspections
      of Customer's business. Aurum will provide to such auditors and inspectors
      assistance  as Aurum deems  reasonable.  Customer  shall bear all expenses
      associated with such audit or inspection and shall also  compensate  Aurum
      for any  Additional  Services  provided  in  connection  with the audit or
      inspection.  Customer shall insure that any audit or inspection  requested
      by  Customer  shall be  conducted  without  undue  disruption  to  Aurum's
      business or operations. Aurum will not be required 1) to provide access to
      data of other  Aurum  customers,  or 2) permit  access to the Data  Center
      during  such  times as Aurum  deems  that such  access  would be likely to
      create undue  disruption to its operations  (e.g.,  when other auditors or
      inspectors are present).

1.8   Aurum  System  Changes.  Aurum  shall  have the right to modify  the Aurum
      System including, without limitation, to (i) make changes in the method of
      access to or delivery of the Aurum System including,  without  limitation,
      interface procedures ("Interface Changes"), (ii) make modifications to the
      Aurum System which are provided to Customer at no additional  cost ("Aurum
      System  Enhancements").  The  identification in this Agreement of specific
      brands or names of third-party  providers is for reference only.  Customer
      acknowledges  and  agrees  that it will  not rely on such  brand  names or
      third-party providers as a promise by Aurum to use any particular brand or
      third-party provider.  Aurum reserves the right to substitute any brand or
      third-party provider of the Authorized  Services,  at its sole discretion,
      at any time with or  without  notice,  provided  that the  quality  of the
      Authorized Services is not materially diminished by such substitution.

1.9   Correction of Errors. Aurum will correct any errors in customer files that
      result in errors in reports or other  output where such errors (i) are due
      solely to either malfunctions of Aurum's equipment or the Aurum Systems or
      errors of Aurum's operators, programmers, or other personnel, and (ii) are
      called to Aurum's attention within the time frames specified below.  Aurum
      will, to the extent reasonably practicable, correct any other errors as an
      Additional  Service.  Customer will balance  reports to verify master file
      information  and will  inspect  and review all  reports  and other  output
      (whether printed or electronically transmitted) created from data provided
      by Customer to Aurum. Customer will reject all incorrect reports or output
      (i) within two  Business  Days after  receipt of daily  reports or output,
      (ii) within


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      five Business Days after receipt of annual,  quarterly, or monthly reports
      or output, and (iii) within three Business Days after receipt of all other
      reports or output.  This  Section  1.09 sets  forth  Customer's  exclusive
      remedies  for errors in reports or other  output  provided  by Aurum under
      this Agreement.

1.10  Aurum as Customer's Agent.  Customer  acknowledges and agrees that Aurum's
      implementation and provision of Authorized Services hereunder necessitates
      certain  agreements  with third  parties (such as service  agreements  and
      licensing  agreements  for software or hardware used in the Aurum Personal
      eBanking Services). Customer hereby appoints Aurum as Customer's agent (a)
      at Customer's  request,  to execute or enter into,  on Customer's  behalf,
      licensing or other agreements  reasonably for Aurum's  implementation  and
      provision of the  Authorized  Services  hereunder,  and (b) to install any
      hardware or software  reasonably  required for Aurum's  implementation and
      provision of the Authorized Services hereunder.

1.11  Core  Processing.  During the Term,  Customer is required  (i) to maintain
      Aurum as its core data processing vendor or (ii) to utilize Aurum provided
      systems for its core data processing.  Customer's failure to do so will be
      considered a breach of this Agreement by Customer.

                                ARTICLE II - TERM

2.1   Term.  This  Agreement  will  begin  on the  Effective  Date  and,  unless
      terminated earlier pursuant to the terms of this Agreement,  will continue
      for a period of five (5) years  from the  Operational  Date (the  "Initial
      Term"). Thereafter, this Agreement will automatically renew for successive
      terms of two (2) years each (the  "Renewal  Terms")  unless  either  party
      gives the other party written  notice at least six (6) months prior to the
      expiration  date of the Initial  Term or the  Renewal  Term then in effect
      that the Agreement will not be renewed beyond such Initial Term or Renewal
      Term.  Notwithstanding  the  termination of this Agreement for any reason,
      each Schedule entered into prior to the effective date of such termination
      will  remain in full force and effect in  accordance  with the  provisions
      thereof,  including each of the provisions of this Agreement  incorporated
      by reference into such Schedule.

                         ARTICLE III - PAYMENTS TO AURUM

3.1.  Fees. Customer agrees to pay the following Fees:
      -----

      (a)   Authorized  Services.  Aurum's Fees for the Authorized  Services are
            set forth in the Schedule describing such Authorized Service.

      (b)   Additional  Services.  Aurum's  Fees  for  Additional  Services  are
            Aurum's then standard  charges for such services,  or, if Aurum then
            has no standard charges for such services, upon whatever other basis
            that the parties agree.

3.2.  Additional  Charges. In addition to the Fees, Customer will also pay Aurum
      the following, if applicable:

      (a)   All costs  incurred  by Aurum in mailing  reports,  other  output or
            materials to Customer, its customers, or third parties.

      (b)   All reasonable actual, out-of-pocket costs and expenses,  including,
            without limitation,  travel and travel-related  expenses,  which are
            incurred by Aurum in providing  Authorized  or  Additional  Services
            when incurred at Customer's request.

      (c)   Any other charges expressly provided in this Agreement.

      (d)   All taxes,  however  designated  or levied,  based upon any  charges
            under this Agreement,  or upon this  Agreement,  the Aurum System or
            the  Authorized  or  Additional  Services,   or  materials  provided
            hereunder,  or their use,  including  without  limitation  state and
            local  privilege or excise taxes based on gross  revenue,  sales and
            use taxes,  and any taxes or amounts in lieu thereof paid or


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            payable by Aurum in respect of the foregoing, exclusive, however, of
            franchise taxes and taxes based on the net income of Aurum.

3.3.  Time of Payment.  All charges under this Agreement will be due and payable
      within ten (10) days of invoice  date.  Any charges not paid within thirty
      (30) days of invoice date will bear interest until paid at a rate equal to
      the  lesser of 1.5% per month or the  maximum  interest  rate  allowed  by
      applicable law.

3.4.  Cost of Living  Adjustment.  Aurum may, with 60 days' prior written notice
      to  Customer,  increase  the fees and  charges  listed in a  schedule  for
      recurring  services  once in each year of the  initial  or a renewal  term
      after the first year of such term;  but Aurum may not in any year increase
      them more than the percentage  increase in the  Employment  Cost Index for
      Total  Compensation (not seasonally  adjusted),  Private Industry Workers,
      White Collar Occupations Excluding Sales, June 1989=100, published monthly
      by the  Bureau of Labor  Statistics,  U.S.  Department  of Labor,  for the
      12-month  period  preceding the increase.  In  calculating  the percentage
      increase,  Aurum will use the most  recently  available  ECI, as of a date
      that is no more than 30 and no less than 10 days prior to the date for the
      required written notice, and the ECI that preceded it by 12 months. If the
      ECI is no longer published or is replaced by another or an adjusted index,
      Aurum may use a comparable index in calculating increases.

3.5.  Service Level Credits. If Aurum fails to meet the Service Levels set forth
      in the applicable Schedules,  then Aurum will apply the applicable credits
      against the Fees.  Payment of the Service Level credits will be Customer's
      sole and exclusive  remedy for damages arising out of the failure of Aurum
      to achieve those Service Levels for which such credits are paid.

                           ARTICLE IV - SYSTEMS, DATA,
                           CONFIDENTIALITY AND PRIVACY

4.1.  Aurum  Systems.  All  Aurum  Systems  are and will  remain  the  exclusive
      property of Aurum or licensors of such Aurum Systems, as applicable,  and,
      except as  expressly  provided in this  Agreement,  Customer  will have no
      ownership  interest  or  other  rights  in  any  Aurum  System.   Customer
      acknowledges that the Aurum Systems include Aurum proprietary  information
      and agrees to keep the Aurum Systems  confidential at all times.  Upon the
      expiration  or  termination  of this  Agreement,  Customer will return all
      copies  of  all  items  relating  to the  Aurum  Systems  that  are in the
      possession  of Customer and certify to Aurum in writing that  Customer has
      retained no material relating to the Aurum Systems.

4.2.  Customer's  Information.  Information  relating  to  Customer  or End User
      Customers  contained in Customer's data files is the exclusive property of
      Customer and Aurum will only be the custodian of that  information.  Aurum
      agrees to hold in confidence all  proprietary  information of Customer and
      End User  Customers  provided to Aurum in  accordance  with  Section  4.3.
      However,  upon the request of any appropriate  federal or state regulatory
      authority with jurisdiction over Customer's  business and after Aurum has,
      when reasonably  possible,  notified Customer of such request,  Aurum will
      allow  such  authority  access to all  records  and other  information  of
      Customer and its  customers in the  possession  of Aurum and provide as an
      Additional Service any related assistance that is required. Promptly after
      the  termination  or expiration of this Agreement and the payment to Aurum
      of all sums due and owing,  including  without  limitation any amounts due
      under Sections 5.5 or 5.6, Aurum will, at Customer's  request and expense,
      return to  Customer  all of  Customer's  information,  data,  and files in
      Aurum's then standard machine-readable format and media.

4.3.  Confidentiality. Except as otherwise provided in this Agreement, Aurum and
      Customer each agree that all information  communicated to one by the other
      or the other's  affiliates,  whether  before or after the Effective  Date,
      will be received in strict  confidence,  will be used only for purposes of
      this Agreement, and except for the requirements of Section 4.2 will not be
      disclosed by the recipient party, its agents, subcontractors, or employees
      without the prior written consent of the other party. Each party agrees to
      take all  reasonable  precautions  to prevent  the  disclosure  to outside
      parties of such information,  including,  without limitation, the terms of
      this  Agreement,  except as required by legal,  accounting,  or regulatory
      requirements  beyond the  reasonable  control of the recipient  party.  If
      Customer is required to disclose any  proprietary  information of Aurum in
      accordance with any such legal,  accounting,  or regulatory  requirements,
      then  Customer  will


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      promptly  notify Aurum of such  requirement  and will cooperate with Aurum
      (at Aurum's  expense) in Aurum's  efforts,  if any, to avoid or limit such
      disclosure (including,  without limitation,  obtaining an injunction or an
      appropriate  redaction of the  proprietary  information in question).  The
      provisions of this Section will survive the  expiration or  termination of
      this Agreement for any reason.

4.4.  Privacy.  Notwithstanding any provision in this Agreement or the Schedules
      to the  contrary,  Aurum  agrees that (i) the data of Customer is owned by
      Customer,  (ii) Aurum will maintain the confidentiality of Customer's data
      in accordance  with Section 4.3 of this  Agreement,  (iii) Aurum will only
      use Customer's data to provide the Authorized  Services,  and for no other
      purpose without  Customer's  prior written  consent,  which consent may be
      withheld for any reason,  (iv) Aurum will safeguard the data in accordance
      with Section 4.6 and (v) subject to Customer's  payment of all charges due
      to  Aurum  and to  applicable  regulatory  requirements,  Aurum  will,  at
      Customer's  request,   either  return  or  destroy  Customer's  data  upon
      termination or expiration of this Agreement.

4.5   Safeguarding  Data Integrity.  Aurum will make reasonable  efforts to: (i)
      ensure the security and confidentiality of End User Customer  information;
      (ii) protect against any anticipated threats or hazards to the security or
      integrity of such  information;  and (iii)  protect  against  unauthorized
      access to or use of such information that could result in substantial harm
      or inconvenience to any End User Customer.  Aurum will provide  additional
      internal  computer data  integrity  safeguards  that  Customer  reasonably
      requests as an  Additional  Service.  Aurum will also employ and  maintain
      controlled access systems in the Data Center.

4.6   Security.  During the Term,  Aurum  will  employ  commercially  reasonable
      system security measures. At Customer's request, Aurum will make available
      to Customer a description  of its methods and  procedures to safeguard the
      Aurum  System and,  as part of Aurum's  Authorized  Services,  may provide
      Customer  and  Customer  Data Center with  procedures,  which  Customer is
      obligated  to employ to help secure the  integrity of the Aurum System and
      Customer's  data.  Customer  shall have no right,  license or privilege to
      conduct its own security or intrusion  testing of the Aurum System without
      the express written  permission of Aurum.  Aurum agrees to notify Customer
      of a security breach of an End User Customer's account on the Aurum System
      immediately  or no  later  than 24  hours  following  discovery.  Customer
      understands  and  acknowledges  that  certain  risks are  inherent  in the
      transmission of information over the Internet. Customer chooses to use the
      security  measures,  which may be  provided  by Aurum  even  though  other
      security procedures are available.

      Customer  shall  inform  Aurum  prior to  creating  any  connection  to an
      Internet Service Provider (ISP) or other computer services company if such
      connection is made from any point on Customer's  computer  network that is
      connected to Aurum. In the event that such a connection to the Internet is
      to be made,  Customer must first obtain the firewall and Internet security
      policy  document of Aurum.  Customer  hereby  agrees to abide by the rules
      contained in such document. This document shall be provided to Customer at
      Customer's  request.  This  document  may be revised by Aurum from time to
      time  to keep  current  with  technology  and  Customer  shall  be  solely
      responsible   for   ensuring   its   compliance   with  the  most  current
      requirements.


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4.7   Contingency  Planning.  Each party's contingency  planning activities will
      comply with such of the following regulatory policies as may be applicable
      to Customer's  business,  as the same may be amended or replaced from time
      to time: (a) Federal Deposit Insurance Corporation,  Financial Institution
      Letter.  FIL-68-97,  dated  July 14,  1997;  (b)  Federal  Reserve  System
      Supervision and Regulation, Number SR 97-15, dated May 2, 1997; (c) Office
      of the  Comptroller  of the Currency,  OCC 97-23,  dated May 16, 1997; (d)
      Office of Thrift  Supervision,  CEO Ltr 72, dated July 23,  1997;  and (e)
      National Credit Union Administration, Letter to Credit Unions No. 97-CU-3,
      dated April 7, 1997. If compliance  with any amendments or replacements of
      these  policies  would  significantly  increase  Aurum's cost of providing
      products or  services,  Aurum will be  entitled  to increase  the fees and
      charges  under  an  agreement  by an  amount  that  reflects  a  pro  rata
      allocation of Aurum's increased cost among the Aurum customers affected by
      the change.

4.8   Service Auditor's  Report.  Aurum will provide to Customer at Aurum's then
      standard charge, one copy of Aurum's most recent service auditor's report,
      performed pursuant to nationally recognized auditing standards for service
      organizations, applicable to the services provided by Aurum to Customer.

                           ARTICLE V - TERMINATION AND
                                 RELATED MATTERS

5.1.  Mediation.  If a  dispute  arises  out  of or  relates  to  an  agreement,
      including  but not limited to its  formation or a breach of it, and if the
      dispute cannot be settled through negotiation,  the parties agree first to
      try in good faith to settle the dispute by mediation  conducted  under the
      Commercial Mediation Rules of the American Arbitration Association (except
      for those changes  specifically  set forth in these terms and conditions),
      or such other rules and  procedures  to which the parties and the mediator
      may agree, before resorting to litigation or some other dispute resolution
      procedure.  Mediation  will commence when a party sends a written  request
      for mediation of a dispute to the other party, and the parties will select
      a single  mediator to serve.  The parties will each pay their own expenses
      in connection  with the  mediation  (including  attorneys'  fees and other
      costs), and they will share equally in paying the mediator  (including any
      fees and other costs).

5.2.  Termination for  Non-Payment.  If Customer  defaults in the payment of any
      charges or other  amounts due under this  Agreement and fails to cure such
      default within ten (10) days after  receiving  written  notice  specifying
      such default, then Aurum may, by giving Customer at least thirty (30) days
      prior written notice  thereof,  terminate this Agreement or the applicable
      Schedule as of a date specified in such notice.

5.3.  Termination  for  Cause.  If  either  party  materially  defaults  in  its
      performance under this Agreement, except for non-payment of amounts due to
      Aurum, and fails to either  substantially  cure such default within ninety
      days after receiving  written notice  specifying the default or, for those
      defaults  which  cannot  reasonably  be cured  within  ninety  (90)  days,
      promptly commence curing such default and thereafter  proceed with all due
      diligence to substantially cure the default, then the party not in default
      may, by giving the  defaulting  party at least  thirty days prior  written
      notice thereof,  terminate this Agreement or the applicable Schedule as of
      a date specified in such notice.

5.4.  Termination  for  Insolvency.  If  either  party  becomes  or is  declared
      insolvent or bankrupt,  is the subject of any proceedings  relating to its
      liquidation   or  insolvency  or  for  the   appointment  of  a  receiver,
      conservator, or similar officer, or makes an assignment for the benefit of
      all or substantially all of its creditors or enters into any agreement for
      the composition, extension, or readjustment of all or substantially all of
      its obligations,  then the other party may, by giving prior written notice
      thereof to the  non-terminating  party,  terminate  this Agreement as of a
      date specified in such notice.

5.5.  Payment Upon Termination. The parties acknowledge that upon termination of
      any Schedule  for any reason,  (other than by election by either party not
      to renew the Agreement  pursuant to Section 2.1 or termination by Customer
      pursuant to Section 5.3, 5.4 or 7.5),  Aurum will incur damages  resulting
      from such  termination  that will be difficult or impossible to ascertain.
      Therefore,  prior to such termination and in addition to all


Town of Westfield
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(v.2003)
<PAGE>

      other  amounts then due and owing to Aurum,  Customer will pay to Aurum as
      reasonable  liquidated  damages an amount equal to the sum of  subsections
      (a) and (b):

      (a)   All  costs  reasonably  incurred  by Aurum in  connection  with such
            termination,  including without  limitation  telecommunication  line
            disengagement  expenses  and  costs  of  terminating  leases  on  or
            shipping or storing any Equipment provided to Customer by or through
            Aurum under the  applicable  Schedule,  plus a  twenty-five  percent
            management  fee  on  such  costs,   plus  Aurum's  charges  for  any
            Additional   Services   reasonably   requested   by   Customer   for
            deconversion  assistance  and Aurum's then standard  charges for the
            resources   utilized  to  prepare  any  test  or  conversion   tapes
            (together,  the  "Termination  Costs").  Aurum may,  at its  option,
            invoice  Customer for the lesser of (i) Aurum's good faith  estimate
            of the  Termination  Costs,  or (ii) the  aggregate  of the  charges
            payable to Aurum pursuant to Article III for the two calendar months
            preceding the month in which notice of termination is given.  If the
            actual  Termination  Costs are  greater  or less than the  amount of
            Aurum's  invoice  that is paid by  Customer  under  the  immediately
            preceding  sentence,  then  Customer  will pay Aurum,  or Aurum will
            refund to Customer,  as the case may be, the difference  between the
            actual Termination Costs and the amount paid.

      (b)   Eighty  percent  (80%) during the first two years of the  agreement,
            seventy  percent  (70%) during the third year,  sixty  percent (60%)
            during the fourth year and fifty percent (50%) during the fifth year
            and beyond,  of the total  compensation that would have been paid or
            reimbursed  to  Aurum  under  the  applicable  Schedule  during  the
            remainder  of the  Term  of the  applicable  Schedule  ("Termination
            Fees").  The  amount  of  total  compensation  will be  computed  by
            multiplying the total number of months remaining in the Initial Term
            or the Renewal Term then in effect for the applicable  Schedule from
            the  effective  date of the  termination  by the  greater of (i) the
            average monthly charge to Customer for Authorized Services under the
            applicable   Schedule   during  the  twelve  (12)  calendar   months
            immediately   preceding  the  calendar  month  in  which  notice  of
            termination was given or (ii) the monthly charge payable by Customer
            if the  minimum  volume  requirements  was  used to  determine  such
            monthly charge.  If the applicable  Schedule has been in effect less
            than twelve (12)  calendar  months prior to the giving of the notice
            of  termination,  then the parties will compute the amount due under
            this  subsection (b) using the average monthly charge for Authorized
            Services  under the  applicable  Schedule  made  during  such lesser
            number of calendar months. If termination of the applicable Schedule
            occurs prior to the  Operational  Date for the applicable  Schedule,
            then the parties will  compute the amount due under this  subsection
            (b) assuming that the  Operational  Date had occurred when scheduled
            by Aurum and using the average monthly charges reasonably  estimated
            to be paid by Customer.

            All amounts payable under this Section 5.5 will be invoiced and paid
            prior to the  effective  date of such  termination  and prior to the
            release of any test tapes or other data of Customer.

5.6.  Payment Upon Nonrenewal. If Customer gives or receives notice not to renew
      this  Agreement  pursuant  to Section  2.1, or  Customer  terminates  this
      Agreement under Section 7.5, Customer will pay to Aurum an amount equal to
      all amounts  then due and payable to Aurum,  plus (a) Aurum's  charges for
      any Additional Services reasonably  requested by Customer for deconversion
      assistance,  (b) Aurum's then standard charges for the resources  utilized
      to  prepare  any  test  or  conversion  tapes,  and (c)  all  other  costs
      reasonably incurred by Aurum in connection with such election not to renew
      or  termination  that are  described in Section  5.5(a) and that relate to
      obligations that Customer  approved,  which extend beyond the then current
      term of this Agreement or earlier  termination date under Section 7.5. All
      amounts  payable under this Section 5.6 will be invoiced and paid prior to
      the  expiration  date and prior to the  release of any test tapes or other
      data of Customer.

5.7.  Effect of Termination.  Upon termination of this Agreement, Customer shall
      promptly and without  charge  return to Aurum or destroy all copies of all
      Documentation,  maintenance  and policy manuals and other  publications of
      Aurum  relating to the Aurum System or Authorized  Services  (collectively
      "Copies"). Customer shall destroy all Copies contained on any had drive or
      other fixed medium of storage.  Customer's  license to access the Software
      and license to use  Aurum's  trademarks  and service  marks as provided in
      this


Town of Westfield
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<PAGE>

      Agreement  shall  immediately  terminate.  Within sixty (60) days from the
      date of  termination  of this  Agreement,  an  officer of  Customer  shall
      certify  in  writing  to  Aurum  that   Customer  has  complied  with  all
      requirements of this Section.

                      ARTICLE VI - LIABILITY AND INDEMNITY

6.1.  Limitation of Liability. Subject to any exclusive remedy set forth in this
      Agreement or any Schedule,  if Aurum becomes  liable to the Customer under
      this  Agreement or any Schedule for any other reason,  whether  arising by
      negligence,   willful  misconduct  or  otherwise,  then  (a)  the  damages
      recoverable against Aurum for all events,  acts, delays, or omissions will
      not exceed in the aggregate the compensation  payable to Aurum pursuant to
      the Schedule under which such liability arose for the lesser of the months
      that have elapsed since the Operational  Date for the applicable  Schedule
      or the three  months  ending with the latest  month in which  occurred the
      events,  acts, delays, or omissions for which damages are claimed, and (b)
      THE  MEASURE OF DAMAGES  WILL NOT  INCLUDE,  AND AURUM SHALL NOT BE LIABLE
      FOR,  ANY  AMOUNTS  FOR  ANY  LOSS  OF  PROFITS  OR   INDIRECT,   SPECIAL,
      CONSEQUENTIAL,  OR PUNITIVE DAMAGES OF ANY PARTY, INCLUDING THIRD PARTIES,
      OR DAMAGES WHICH COULD HAVE BEEN AVOIDED HAD THE OUTPUT  PROVIDED BY AURUM
      BEEN VERIFIED BY CUSTOMER BEFORE USE. Customer may not assert any cause of
      action  against Aurum of which the Customer knew or should have known more
      than two years prior to such assertion.  In connection with the conduct of
      any  litigation  with third parties  relating to any liability of Aurum to
      Customer or to such third  parties,  Aurum will have all rights  which are
      appropriate to its potential  responsibilities or liabilities.  Aurum will
      have the  right to  participate  in all such  litigation  and to settle or
      compromise its liability to third parties.

6.2   Warranty. Aurum will provide the Authorized Services in a professional and
      workmanlike  manner.  EXCEPT AS  EXPRESSLY  PROVIDED IN THIS  SECTION 6.2,
      AURUM  DISCLAIMS  ALL OTHER  WARRANTIES,  EXPRESS OR IMPLIED,  IN FACT, BY
      STATUTE OR BY OPERATION OF LAW OR OTHERWISE,  CONTAINED IN OR DERIVED FROM
      THIS AGREEMENT,  ANY OF THE SCHEDULES ATTACHED HERETO, ANY OTHER DOCUMENTS
      REFERENCED  HEREIN,  OR IN ANY  OTHER  MATERIALS,  PRESENTATIONS  OR OTHER
      DOCUMENTS OR  COMMUNICATIONS  WHETHER ORAL OR WRITTEN,  INCLUDING  WITHOUT
      LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR
      PURPOSE, ACCURACY OF INFORMATIONAL CONTENT AND SYSTEM INTEGRATION.

6.3.  Force  Majeure.  Each party will be excused  from  performance  under this
      Agreement,  except for any payment obligations,  for any period and to the
      extent that it is prevented  from  performing,  in whole or in part,  as a
      result of any cause  beyond its  reasonable  control,  including,  but not
      limited to, Internet  network failures or Internet  capacity  limitations,
      compliance with regulations,  orders or instructions of any federal, state
      or municipal  government or any  department or agent thereof that delay or
      restrict  performance  hereunder,  the other party,  any act of God,  war,
      civil disturbance, court order, labor dispute, third party nonperformance,
      or failures,  fluctuations or  nonavailability  of electrical power, heat,
      light,   air   conditioning,   or   telecommunications   equipment.   Such
      nonperformance  will not be a default or a ground for  termination as long
      as reasonable means are taken to expeditiously  remedy the problem causing
      such nonperformance.

6.4.  Cross Indemnity. Aurum and Customer each will indemnify,  defend, and hold
      harmless the other from any and all claims, actions, damages, liabilities,
      costs, and expenses,  including without limitation  reasonable  attorney's
      fees and  expenses,  arising out of (a) the death or bodily  injury of any
      agent, employee,  customer, or business invitee of the indemnitor, and (b)
      the damage, loss, or destruction of any tangible personal or real property
      of the indemnitor.

6.5.  Reliance  on  Instructions.  Aurum  is  entitled  to rely  upon and act in
      accordance with any  instructions,  guidelines or information  provided to
      Aurum by Customer,  which are given by persons  having  actual or apparent
      authority to provide such instructions,  guidelines,  or information,  and
      will incur no liability in doing so. Customer will indemnify,  defend, and
      hold  harmless   Aurum  from  any  and  all  claims,   actions,   damages,
      liabilities,  costs, and expenses, including without limitation reasonable
      attorneys'  fees and  expenses,  arising  out of or  resulting  from Aurum
      acting in accordance with this Agreement.


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<PAGE>

6.6.  Intellectual  Property Indemnity.  Aurum and Customer each will indemnify,
      defend  and hold  harmless  the other  from any and all  claims,  actions,
      damages,  liabilities,  costs and expenses,  including without limitation,
      reasonable  attorney's  fees and  expenses,  arising  out of any claims of
      infringement  by the indemnitee of any United States letters  patent,  any
      trade secret,  or any copyright,  trademark,  service mark,  trade name or
      similar  proprietary  rights  conferred by common law or by any law of the
      United  States or any state  alleged to have  occurred  because of Systems
      provided or work performed by the indemnitor. However, this indemnity will
      not  apply  unless  the  indemnitee  informs  the  indemnitor  as  soon as
      practicable  of any claim or action  alleging  such  infringement  and has
      given the indemnitor full  opportunity to control the response thereto and
      the defense thereof, including, without limitation, any agreement relating
      to settlement.

6.7.  Indemnification by Customer.
      ----------------------------

      (a)   Customer will indemnify,  defend and hold harmless Aurum against any
            claim made by any  person  that is based on  Aurum's  providing  the
            products  or  services  described  in this  Agreement  and  Schedule
            ("Aurum Indemnified  Claim"),  but this indemnity,  defense and hold
            harmless  will not  apply if the claim  arises  from  Aurum's  gross
            negligence or willful misconduct.

      (b)   Aurum shall  promptly  notify  Customer in writing and in reasonable
            detail of any  Aurum  Indemnified  Claim.  Customer  shall  have the
            authority  to  control  the  defense  and  settlement  of such Aurum
            Indemnified  Claim,  and Aurum shall give  reasonable  assistance to
            Customer to enable Customer to defend the Aurum  Indemnified  Claim.
            Aurum shall have the right, but not the obligation,  to participate,
            at its own expense,  with respect to any such Indemnified  Claim. No
            such Aurum  Indemnified  Claim  shall be settled or  compromised  by
            Customer  without  the  prior  written  consent  of  Aurum  if  such
            settlement  or  compromise  in  any  manner   indicates  that  Aurum
            contributed  to or was  responsible  for the cause of any such Aurum
            Indemnified  Claim, or if such settlement or compromise  imposes any
            obligations upon Aurum or requires Aurum to take any action.

      (c)   Customer shall not be liable for any Aurum  Indemnified  Claim under
            this Section 6.7 to the extent that such Aurum  Indemnified Claim is
            found  in  a  final  and  binding   arbitration  award  or  a  final
            non-appealable judgment by a court of competent jurisdiction to have
            resulted from the gross negligence or willful misconduct of Aurum.

6.8.  Use of the System by Third Parties.  Without limiting the terms of Section
      6.1, the parties  acknowledge that Customer is solely  responsible for the
      use of the Aurum System (and any resulting  damages) by End User Customers
      and other third parties  including,  without  limitation,  any improper or
      unauthorized  transfers of funds from accounts via the Aurum  System,  any
      failure or delay in  transmitting a message back from a Bill Pay vendor or
      the use for any  purpose of any  financial  calculators  contained  in the
      Aurum System.

                           ARTICLE VII - MISCELLANEOUS

7.1.  Binding  Nature and  Assignment.  Each agreement is binding on the parties
      and their respective  successors and permitted assigns.  Neither party may
      assign an  agreement  unless it obtains the prior  written  consent of the
      other  party,  which  consent  will  not  be  unreasonably  withheld.  The
      following  transactions relating to either party will not require approval
      of the other  party  under this  section:  an initial  public  offering of
      stock, a sale of stock, any merger (including a  reincorporation  merger),
      consolidation,  reorganization  or  stock  exchange  or a  sale  of all or
      substantially  all of the  assets  of a  party  or of an  entire  line  of
      business of a party or other similar or related  transaction in which such
      parry is the  surviving  entity  or,  if such  party is not the  surviving
      entity,  the  surviving  or  succeeding  entity  continues  to conduct the
      business conducted by such party prior to consummation of the transaction.


Town of Westfield
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(v.2003)
<PAGE>

7.2.  Hiring of Employees. During the term of this Agreement and for a period of
      twelve months  thereafter,  neither party will,  without the prior written
      consent of the other,  offer  employment to or employ any person  employed
      then or within the  preceding  twelve  months by the other  parry,  if the
      person was involved in providing or receiving Services.

7.3.  Notices.  Any notice under this  Agreement will be deemed to be given when
      (i)  delivered by hand or when mailed by  registered  United  States mail,
      return receipt requested, and (ii) addressed to the recipient party at its
      address  set  forth on the  signature  page of this  Agreement  and to the
      attention of its President,  in the case of Customer,  or to the attention
      of Director of eBusiness,  with a copy to General Counsel,  in the case of
      Aurum.  Either  party  may  from  time  to time  change  its  address  for
      notification purposes, by giving the other prior written notice of the new
      address and the date upon which it will become effective.

7.4.  Relationship  Between Aurum and Customer.  Except for the specific  agency
      provisions set forth in the Schedules,  this Agreement does not in any way
      create  the   relationship   of  principal  and  agent,   or  any  similar
      relationship  between Aurum and Customer,  including,  but not limited to,
      that of joint venturers, partners, employees, or associates. Neither party
      is granted any right or  authority to assume or create any  obligation  or
      responsibility  for, or on behalf of, the other party or to otherwise bind
      the  other  party,  other  than  as may be  expressly  authorized  in this
      Agreement.

7.5.  Modification.  Aurum may from time to time modify any of the provisions of
      this  Agreement  or a Schedule to be effective at any time on or after the
      expiration  of the  Initial  Term  of  this  Agreement  or the  applicable
      Schedule  by giving  Customer  at least six months  prior  written  notice
      describing the  modification  and the date upon which it will be effective
      (the   "Modification   Date").   If  Aurum  gives  Customer  notice  of  a
      modification  pursuant to this  Section,  Customer  may,  by giving  Aurum
      written  notice at least  three  months  prior to the  Modification  Date,
      terminate  this   Agreement  or  the   applicable   Schedule  as  of  such
      Modification  Date or at a specified later date.  Unless Customer provides
      such notice,  the modification  will be effective for any period after the
      Modification Date.

7.6.  Waiver.  A  waiver  by  either  of the  parties  of any of the  covenants,
      conditions,  or  agreements  to be  performed  by the other or any  breach
      thereof will not be construed to be a waiver of any  succeeding  breach or
      of  any  other  covenant,   condition,  or  agreement  contained  in  this
      Agreement.

7.7.  Media  Releases.  All media  releases,  public  announcements,  and public
      disclosures by either Party or either Party's employees or agents relating
      to this  Agreement  or the  subject  matter of this  Agreement,  including
      without limitation  promotional or marketing  material,  but excluding any
      announcement  intended solely for internal  distribution by a Party or any
      disclosure  required  by legal,  accounting,  or  regulatory  requirements
      beyond the reasonable  control of a Party,  will be  coordinated  with and
      approved by the other Party in writing prior to release.  Without limiting
      its  rights  in  general,  either  Party  specifically  may list the other
      Party's name in customer  reference  lists  without  prior  consent of the
      other Party.

7.8.  Entire Agreement. This Agreement and all attached Schedules constitute the
      entire  agreement  between  Aurum and Customer with respect to the subject
      matter  of this  Agreement.  There  are no  understandings  or  agreements
      relative to this  Agreement  which are not fully  expressed  herein and no
      change,  waiver,  or discharge of this  Agreement  will be valid unless in
      writing and executed by the party  against whom such  change,  waiver,  or
      discharge is sought to be enforced.  This Agreement may be amended only by
      an amendment in writing, signed by the parties.

7.9.  Severability.  If any  provision of this  Agreement is held to be illegal,
      invalid,  or  unenforceable  under present or future laws effective during
      the Term, such provision shall be fully severable. This Agreement shall be
      construed  and  enforced  as if such  illegal,  invalid  or  unenforceable
      provision had never comprised a part of this Agreement,  and the remaining
      provisions  of this  Agreement  shall  remain in full force and effect and
      shall not be affected by the illegal,  invalid, or unenforceable provision
      or by its severance from this Agreement.


Town of Westfield
Confidential & Proprietary            Page 10 of 13
(v.2003)
<PAGE>

7.10. Survival.  All  provisions  of this  Agreement  that by their  nature  are
      intended to survive the expiration or termination of this Agreement  shall
      survive and remain in full force and effect.

7.11. No Third Party  Beneficiary  Rights.  No  provision  of this  Agreement is
      intended  or shall be  construed  to  provide  or create  any third  party
      beneficiary  right or any other right of any kind in any End User Customer
      or any client, customer, member, affiliate,  insurer, lender, shareholder,
      partner, officer,  director,  employee or agent of any parry hereto, or in
      any other person.

7.12. Governing  Law.  This  Agreement  will be  governed  by and  construed  in
      accordance  with the laws of the State of Texas,  without giving effect to
      the conflict-of-laws principles thereof.

7.13. Execution of Agreement.  Two (2) original copies of this Agreement will be
      executed and submitted to Aurum by Customer. Aururn will return one of the
      executed  copies  to  Customer.  By  executing  this  Agreement,  Customer
      represents and warrants that (a) this Agreement has been duly  authorized;
      (b) such  execution  does not, and will not, cause a breach by Customer of
      any other contract,  agreement,  or  understanding  to which Customer is a
      party; and (c) this Agreement constitutes a valid, fully enforceable,  and
      legally  binding  obligation  of Customer.  Customer  will  maintain  this
      Agreement as an official record of Customer  continuously from the time of
      its execution.

                           ARTICLE VIII - DEFINITIONS

8.1   Definitions.  In addition to all other terms  defined in the Agreement and
      Schedules,  the  following  terms as used in the  Agreement  and Schedules
      shall have the following meanings:

      (a)   "Additional  Service"  means any service  requested  by Customer and
            provided by Aurum pursuant to terms and conditions  agreed to by the
            parties and which is not an Authorized Service.

      (b)   "Agreement" means this Internet Master Services Agreement,  together
            with all  Schedules  and  amendments  attached  hereto or  hereafter
            attached  by  mutual  consent  of the  parties  (all  of  which  are
            incorporated herein by reference).

      (c)   "Aurum  Personal  eBanking  Services" are the services  described in
            Section 1 of Schedule A to the Agreement.

      (d)   "Aurum Personal eBanking System" is that portion of the Aurum System
            utilized to provide the Aurum Personal eBanking Services.

      (e)   "Aurum's  Server"  means the  server-grade  computers  maintained by
            Aurum on which the Aurum System and Customer's web site resides.

      (f)   "Authorized  Services"  means the services  requested by Customer on
            the signature  page of this  Agreement and the  Additional  Services
            purchased by Customer.

      (g)   "Aurum  System" shall mean Systems,  Software,  Aurum's  proprietary
            Internet   banking  system,   telephone   banking  system  or  other
            application  provided  by  Aurum  as  more  fully  described  in the
            Schedules,   together  with  all  Aurum  System   Enhancements   and
            modifications made available to Customer under this Agreement.

      (h)   "Aurum  Telephone  Banking  Data Center" is the space at one or more
            locations where Aurum provides the Aurum Telephone Banking Service.

      (i)   "Aurum  Telephone  Banking  Service"  is the  service  described  in
            Section 1 of  Schedule  E to the  Agreement.


Town of Westfield
Confidential & Proprietary            Page 11 of 13
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<PAGE>

      (j)   "Aurum Telephone Banking System" is that portion of the Aurum System
            utilized to provide the Aurum Telephone Banking Service.

      (k)   "Business Day" is each weekday,  Monday through Friday, which is not
            a  holiday  of the  Federal  Reserve  Bank for the  Federal  Reserve
            District in which Customer's principle office is located.

      (1)   "Customer Data Center" shall mean (i) the  Customer's  internal data
            processing  department  operating on Aurum provided  systems or (ii)
            Aurum operating as the Customer's  service bureau or data processing
            provider.

      (m)   "Data  Center"  is the space at one or more  locations  where  Aurum
            performs Internet Services, excluding Customer locations.

      (n)   "Documentation"  means  that  portion of the  System  that  provides
            installation  and  operating  instructions  for use of the System by
            Customer.

      (o)   "Internet   Services"  means  certain  electronic  business  related
            services  offered by Aurum,  including but not limited to,  Internet
            services, Internet banking services,  telephone banking services and
            ATM and debit card services.

      (p)   "End User Customer"  means a customer,  client or member of Customer
            who uses the System.

      (q)   "Equipment" (if applicable)  means  Customer's  computer  equipment,
            software,  communications  software,  communications  lines, router,
            channel service unit, dial-up modem,  connecting  cables,  telephone
            hardware and software,  and any additional  equipment (i.e. personal
            computer,  etc.) needed to meet the required  specifications for use
            with the Aurum System.

      (r)   "Fees"  mean all fees  payable  by  Customer  to  Aurum  under  this
            Agreement including, but not limited to, all the fees listed Section
            3.1,  Termination  Fees (defined in Section  5.5),  and fees payable
            under any Schedule.

      (s)   "Operational  Date" is the later of (i) the Effective  Date, or (ii)
            the first  day of the  calendar  month in which the Aurum  System is
            implemented  and Customer has the  capability to utilize any portion
            of the Aurum System or Authorized Services.

      (t)   "Parties" is a reference to Customer and Aurum together.

      (u)   "Schedule"  means an exhibit or  attachment to this  Agreement  that
            describes an Authorized  Service,  sets forth  additional  terms and
            conditions  governing the provision of such Authorized Service,  and
            specifies the requirements for such Authorized Service.

      (v)   "Schedule  Term" with respect to any  applicable  Schedule means the
            Schedule  Initial Term and all Schedule  Renewal Terms as defined in
            the applicable Schedule.

      (w)   "Software"  means that portion of the Aurum System that is comprised
            of Aurum's computer programs installed on the Aurum Server.

      (x)   "System" or "Systems" are (i) computer  programs,  including without
            limitation  software,  firmware,   application  programs,  operating
            systems,  files, and utilities;  (ii) supporting  documentation  for
            such  computer  programs,  including  without  limitation  input and
            output formats,


Town of Westfield
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(v.2003)
<PAGE>

            program listings, narrative descriptions, operating instructions and
            procedures,  user and training  documentation,  special  forms,  and
            source code;  and (iii) the tangible  media upon which such programs
            are recorded,  including without limitation chips, tapes, disks, and
            diskettes.

      (y)   "Term" with respect to the Agreement  means the Initial Tem (defined
            in Section 2.1) and all Renewal Terms (defined in Section 2.1).

      (z)   "Web site" means  Customer's  Internet  presence found at Customer's
            Uniform Resource Locator (URL) address.

8.2   Capitalized terms used without  definition in the Schedules shall have the
      meanings set forth in this Agreement.


Town of Westfield
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(v.2003)
<PAGE>

                                   ADDENDUM TO
                              AURUM TECHNOLOGY INC.
                       INTERNET MASTER SERVICES AGREEMENT
                           STANDARD TERMS & CONDITIONS

Each of the provisions of this addendum is incorporated  into the Standard Terms
& Conditions and expressly supersedes such Terms & Conditions to the extent they
are inconsistent with them.

1.)   Section  1.3  is  hereby  deleted  in its  entirety  and  replaced  by the
      following:

            "Software  Access  License.  During  the  Term  and  subject  to the
            limitations  set forth  herein,  Aurum grants to Customer a limited,
            non-exclusive,  and  non-assignable  license to access the  Software
            located  on  Aurum's   Server  for  the  purpose  of  receiving  the
            Authorized  Services and using the "Aurum System" to provide banking
            functionality  and other related services to the End User Customers.
            Aurum  reserves all rights not  expressly  granted  herein.  Without
            limiting  the  foregoing,  Customer  has no  right  to  possess  the
            Software or any copies thereof in any form. Aurum hereby  represents
            that is authorized to license to Customer the applicable Software."

2.)   The first  paragraph of Section 1.6 is hereby  deleted in its entirety and
      replaced by the following:

      "Regulatory  Compliance.  Customer shall be responsible for (i) compliance
      with all state and federal laws and regulations  governing banks and other
      financial institutions; (ii) any disclosure to its End User Customers with
      respect to the  Authorized  Services and each Customer  product or service
      made  available  through the Aurum  System  ("Customer  Product/Service");
      (iii) the terms and conditions of any Customer  Product/Service;  (iv) the
      terms,   conditions,   and  any   limitations   on  which   any   Customer
      Product/Service  may be accessed,  utilized or transactions  originated by
      any End  User  Customer;  (v)  determining  the  authority  of any  person
      accessing a Customer Product/Service; and (vi) preparing, maintaining, and
      monitoring  compliance with verifiable  documentation  with respect to the
      foregoing.  Customer  acknowledges and agrees that Customer shall not rely
      upon Aurum for advice regarding compliance with governmental  regulations.
      Customer must  independently  verify its compliance with such  regulations
      through its own legal  counsel.  Aurum shall use  commercially  reasonable
      efforts,  during  the  Term  of  this  Agreement,  to  be  in  substantive
      compliance with federal rules and regulations as they relate to vendors of
      Authorized  Services.  In the event that there is a significant  change in
      the manner by which the Authorized Services can be furnished hereunder, as
      a result of a regulatory compliance requirement,  Aurum and Customer shall
      negotiate  in good  faith  to  resolve  the  compliance  issue.  If  Aurum
      determines  that  compliance  is cost  prohibitive,  Aurum,  may  elect to
      terminate the Agreement without penalty, upon six months advance notice to
      Customer,  or on the date 30-days  prior to the date the  applicable  law,
      regulation or rule goes into effect,  whichever time period is shorter. In
      the event Aurum reasonably determines that it may continue to provide some
      services  under  this  Agreement  despite  its right to  terminate  in the
      preceding  sentence,  Aurum agrees to enter good faith  negotiations  with
      Customer to determine a mutually  acceptable  means to continue  providing
      Customer with those services not affected.  Such  negotiation  period will
      not  exceed  thirty  days.  Regulatory  disclosure  requirements  are  the
      responsibility of Customer."

3.)   Section  1.9  is  hereby  deleted  in its  entirety  and  replaced  by the
      following:

      "Correction  of Errors.  Aurum will  correct any errors in customer  files
      that result in errors in reports or other output where such errors (i) are
      due  solely to  either  malfunctions  of  Aurum's  equipment  or the Aurum
      Systems or errors of Aurum's operators,  programmers,  or other personnel,
      and (ii) are called to Aurum's  attention within the time frames specified
      below. Aurum will, to the extent reasonably practicable, correct any other
      errors as an Additional  Service.  Customer will balance reports to verify
      master file  information and will inspect and review all reports and other
      output (whether printed or electronically  transmitted)  created from data
      provided by Customer to Aurum.  Customer will reject all incorrect reports
      or output (i) within five  Business Days after receipt of daily reports or
      output, (ii) within five Business Days after receipt of annual, quarterly,
      or monthly  reports or output,  and (iii) within five  Business Days after
      receipt  of all other  reports  or output.  This  Section  1.09 sets forth
      Customer's  exclusive  remedies  for  errors in  reports  or other  output
      provided by Aurum under this Agreement."


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<PAGE>

4.)   Section  4.2  is  hereby  deleted  in its  entirety  and  replaced  by the
      following:

      "Customer's  Information.  Information  relating  to  Customer or End User
      Customers  contained in Customer's data files is the exclusive property of
      Customer and Aurum will only be the custodian of that  information.  Aurum
      agrees to hold in confidence all  proprietary  information of Customer and
      End User  Customers  provided to Aurum in  accordance  with  Section  4.3.
      However,  If Aurum is required to disclose any proprietary  information of
      Customer  in  accordance  with  any  legal,   accounting,   or  regulatory
      requirements, then Aurum will promptly notify Customer of such requirement
      and will  cooperate  with Customer (at  Customer's  expense) in Customer's
      efforts,  if any, to avoid or limit such  disclosure  (including,  without
      limitation,  obtaining an  injunction or an  appropriate  redaction of the
      proprietary  information in question).  Promptly after the  termination or
      expiration of this  Agreement and the payment to Aurum of all sums due and
      owing,  including without limitation any amounts due under Sections 5.5 or
      5.6, Aurum will, at Customer's request and expense, return to Customer all
      of  Customer's  information,  data,  and files in  Aurum's  then  standard
      machine-readable format and media."

5.)   Section  6.1  is  hereby  deleted  in its  entirety  and  replaced  by the
      following:

      "Limitation  of Liability.  Subject to any  exclusive  remedy set forth in
      this  Agreement or any Schedule,  if Aurum becomes  liable to the Customer
      under this Agreement or any Schedule for any other reason, whether arising
      by  negligence,  willful  misconduct  or  otherwise,  then (a) the damages
      recoverable against Aurum for all events,  acts, delays, or omissions will
      not exceed in the aggregate the compensation  payable to Aurum pursuant to
      the Schedule under which such liability arose for the lesser of the months
      that have elapsed since the Operational  Date for the applicable  Schedule
      or the six months  ending  with the  latest  month in which  occurred  the
      events,  acts, delays, or omissions for which damages are claimed, and (b)
      THE  MEASURE OF DAMAGES  WILL NOT  INCLUDE,  AND AURUM SHALL NOT BE LIABLE
      FOR,  ANY  AMOUNTS  FOR  ANY  LOSS  OF  PROFITS  OR   INDIRECT,   SPECIAL,
      CONSEQUENTIAL,  OR PUNITIVE DAMAGES OF ANY PARTY, INCLUDING THIRD PARTIES,
      OR DAMAGES WHICH COULD HAVE BEEN AVOIDED HAD THE OUTPUT  PROVIDED BY AURUM
      BEEN VERIFIED BY CUSTOMER BEFORE USE. Customer may not assert any cause of
      action  against Aurum of which the Customer knew or should have known more
      than two years prior to such assertion.  In connection with the conduct of
      any  litigation  with third parties  relating to any liability of Aurum to
      Customer or to such third  parties,  Aurum will have all rights  which are
      appropriate to its potential  responsibilities or liabilities.  Aurum will
      have the  right to  participate  in all such  litigation  and to settle or
      compromise its liability to third parties.

6.)   Section  6.4  is  hereby  deleted  in its  entirety  and  replaced  by the
      following:

      "Cross Indemnity. Aurum and Customer each will indemnify, defend, and hold
      harmless the other from any and all claims, actions, damages, liabilities,
      costs, and expenses,  including without limitation  reasonable  attorney's
      fees and expenses,  resulting from the act or omission of the indemnifying
      party that causes (a) the death or bodily  injury of any agent,  employee,
      customer,  or business  invitee of the indemnitor,  and/or (b) the damage,
      loss,  or  destruction  of any tangible  personal or real  property of the
      indemnitor.

7.)   Section  6.5  is  hereby  deleted  in its  entirety  and  replaced  by the
      following:

      "Reliance  on  Instructions.  Aurum is  entitled  to rely  upon and act in
      accordance with any  instructions,  guidelines or information  provided to
      Aurum by Customer,  which are given by persons  having  actual or apparent
      authority to provide such instructions,  guidelines,  or information,  and
      will incur no liability in doing so. Customer will indemnify,  defend, and
      hold  harmless   Aurum  from  any  and  all  claims,   actions,   damages,
      liabilities,  costs, and expenses, including without limitation reasonable
      attorneys'  fees and  expenses,  arising  out of or  resulting  from Aurum
      acting in accordance with such instructions."


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<PAGE>

8.)   Section  7.10 is  hereby  deleted  in its  entirety  and  replaced  by the
      following:

      "Survival.  All  provisions  of this  Agreement  that by their  nature are
      intended to survive the expiration or termination of this Agreement  shall
      survive and remain in full force and effect,  including but not limited to
      Sections 4.2, 4.3 and 7.1."

      IN WITNESS  WHEREOF,  the parties have duly executed this Agreement by the
duly authorized signatures below as of June 11, 2003 (the "Effective Date")

AURUM TECHNOLOGY                      TOWN BANK OF WESTFIELD

By: /s/ Anthony M. Ficarra            By: /s/ Robert W. Dowens, Sr.
   ------------------------------        ---------------------------------------

Name: Anthony M. Ficarra              Name: Robert W. Dowens, Sr.
     ----------------------------          -------------------------------------

Title: SVP- Electronic Business       Title: President & Chief Executive Officer
      ---------------------------           ------------------------------------

Date: 7/22/03                         Date: June 11, 2003
     ----------------------------          -------------------------------------


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