Exhibit 10.37

                              AURUM TECHNOLOGY INC.
                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

THIS INFORMATION  TECHNOLOGY  SERVICES AGREEMENT by and between Aurum Technology
Inc., a Delaware  corporation  with its principal  place of business  located in
Plano,  Texas ("Aurum"),  and Customer,  as identified below, (each of Aurum and
Customer, a "party," and collectively, the "parties") is made as of the later of
the dates on which the parties sign below.

Aurum  provides  information  technology  products and services to the financial
services industry, including eBusiness services, image-based item processing and
core systems and services.

Customer and Aurum want to establish a business  relationship  pursuant to which
Aurum will now,  and as Customer may decide in the future,  provide  information
technology solutions to Customer.

The parties agree to the terms and  conditions set forth on this page and in the
following  attachments that are incorporated  into the agreements of the parties
and made a part of them by this  reference.  Each  schedule,  and the  terms and
conditions  on this page and in the General  Terms &  Conditions,  constitutes a
separate and independent legal agreement.

      |X|   General Terms & Conditions (v. 200        )
      |_|   Core Data Processing Schedule (v. 200     )
      |_|   Image/Item Processing Schedule (v. 200    )
      |_|   ATM and/or Debit Card Services Schedule (v. 200  )
      |_|   Telephone Banking System Schedule (v. 200        )
      |_|   Professional Services Schedule (v. 200   )
      |X|   Software Schedule (v. 2003.1-BSI Town Bank of Westfield 8.20.03)
      |_|   Addendum to (v. 200 )

THE  AUTHORIZED  OFFICER  OR  REPRESENTATIVE  OF  EACH  PARTY  has  signed  this
Information  Technology  Services  Agreement as a legally binding  obligation of
such party.

AURUM TECHNOLOGY INC.                      The Town Bank of Westfield
                                           ("CUSTOMER")


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

Mike Hill                                  Robert W. Dowens, Sr.
--------------------------------------     -------------------------------------
               Name                                         Name

SVP                                        President & Chief Executive Officer
--------------------------------------     -------------------------------------
              Title                                         Title

9-2-2003                                   September 2, 2003
--------------------------------------     -------------------------------------
              Date                                           Date

2701 West Plano Parkway                    520 South Avenue
--------------------------------------     -------------------------------------
         (Street Address)                              (Street Address)

Suite 600
--------------------------------------     -------------------------------------
       (Suite No. or Other)                          (Suite No. or Other)


                                       1
<PAGE>

Plano, Texas  75075-8210                   Westfield, New Jersey  07090
--------------------------------------     -------------------------------------
      (City, State & Zip Code)                    (City, State & Zip Code)

972-943-2612                               908-301-0894
--------------------------------------     -------------------------------------
        (Facsimile Number)                            (Facsimile Number)

General.Counsel@Aurum Technolgy.com
--------------------------------------     -------------------------------------
            (Email)                                        (Email)

General Counsel
--------------------------------------     -------------------------------------
   (Person to Whom Notices Should            (Person to Whom Notices Should
            be Addressed)                              be Addressed)


                                       2
<PAGE>

                              AURUM TECHNOLOGY INC.
                              ---------------------
                                SOFTWARE SCHEDULE
                                -----------------
                                BSI FORMS LICENSE
                                -----------------

1.)   Customer will license the electronic  forms products  ("Products")  listed
      below, and further identified in the License/Support-Line  Agreement to be
      executed by and between  Customer  and Bankers  Systems,  Inc.,  a copy of
      which is attached  hereto and is incorporated  herein by reference,  under
      the terms and conditions contained in the License/Support-Line  Agreement.
      Upon  the  effective  date  of  the  License/Support-Line  Agreement,  the
      following Products will be available for use by Customer:

      Bankers Systems Inc. eForms Deposit Application
       Bankers Systems Inc. eForms IRA Application

2.)   Customer  will pay to  Aurum  the  following  amounts  for the  applicable
      license(s) to use the Products:

<TABLE>
<S>                                               <C>
      $1,500.00 for eForms Deposit Application    Due Upon execution of this schedule
      $750.00 for eForms IRA Application          Due Upon execution of this schedule
</TABLE>

      Following execution of this schedule, Aurum will invoice and Customer will
      pay  the  appropriate  annual   usage/maintenance  fee(s)  stated  on  the
      applicable exhibits to the License/Support/Line Agreement for the Products
      identified in item 1 above.

3.)   EXCEPT AS SET FORTH HEREIN, AURUM MAKES NO WARRANTIES,  WHETHER EXPRESS OR
      IMPLIED,   INCLUDING,   WITHOUT  LIMITATION,  THE  IMPLIED  WARRANTIES  OF
      MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE WITH RESPECT TO THE
      PRODUCTS.

4.)   This   schedule  is  expressly   conditioned   upon   acceptance   of  the
      License/Support-Line Agreement by Bankers Systems, Inc.


                                       3
<PAGE>

                              AURUM TECHNOLOGY INC.
                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

THIS INFORMATION  TECHNOLOGY  SERVICES AGREEMENT by and between Aurum Technology
Inc., a Delaware  corporation  with its principal  place of business  located in
Plano,  Texas ("Aurum"),  and Customer,  as identified below, (each of Aurum and
Customer, a "party," and collectively, the "parties") is made as of the later of
the dates on which the parties sign below.

Aurum  provides  information  technology  products and services to the financial
services industry, including eBusiness services, image-based item processing and
core systems and services.

Customer and Aurum want to establish a business  relationship  pursuant to which
Aurum will now,  and as Customer may decide in the future,  provide  information
technology solutions to Customer.

The parties agree to the terms and  conditions set forth on this page and in the
following  attachments that are incorporated  into the agreements of the parties
and made a part of them by this  reference.  Each  schedule,  and the  terms and
conditions  on this page and in the General  Terms &  Conditions,  constitutes a
separate and independent legal agreement.

      |X|   General Terms & Conditions (v. 2003.2)
      |X|   Core Data Processing Schedule (v. 2003.1)
      |X|   Image/Item Processing Schedule (v. 2003.1)
      |_|   Professional Services Schedule (v. 200        )
      |_|   Network  Services  Schedule  for  Providing  ATM  and/or  Debit Card
            Services (v. 200 )
      |_|   Hardware Purchase Schedule (v. 200    )
      |X|   Addendum to General Terms & Conditions (v. 2003.1)

THE  AUTHORIZED  OFFICER  OR  REPRESENTATIVE  OF  EACH  PARTY  has  signed  this
Information  Technology  Services  Agreement as a legally binding  obligation of
such party.

AURUM TECHNOLOGY INC.                      The Town Bank of Westfield
                                           ("CUSTOMER")


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

                                      Robert W. Dowens, Sr.
-----------------------------------   ------------------------------------------
               Name                                  Name

                                      President & Chief Executive Officer
-----------------------------------   ------------------------------------------
               Title                                 Title

                                      June 10, 2003
-----------------------------------   ------------------------------------------
               Date                                  Date

2701 West Plano Parkway               520 South Avenue
-----------------------------------   ------------------------------------------
         (Street Address)                       (Street Address)

Suite 600
-----------------------------------   ------------------------------------------
       (Suite No. or Other)                   (Suite No. or Other)


                                       4
<PAGE>

Plano, Texas  75075-8210              Westfield, New Jersey  07090
-----------------------------------   ------------------------------------------
      (City, State & Zip Code)              (City, State & Zip Code)

972-943-2612                          908-301-XXXX 0894
-----------------------------------   ------------------------------------------
        (Facsimile Number)                      (Facsimile Number)

General.Counsel@Aurum Technolgy.com   NFrungillo@TownBank.com
-----------------------------------   ------------------------------------------
             (Email)                                   (Email)

General Counsel                       Nicholas A. Frungillo, Jr., Executive V.P.
-----------------------------------   ------------------------------------------
  (Person to Whom Notices Should         (Person to Whom Notices Should
           be Addressed)                            be Addressed)


                                       5
<PAGE>

                              AURUM TECHNOLOGY INC.
                    INFORMATION TECHNOLOGY SERVICES AGREEMENT
                           GENERAL TERMS & CONDITIONS

PRODUCTS & SERVICES

1.    Aurum will provide Customer the products or services that are described in
      a schedule.

2.    Aurum will be Customer's sole provider of recurring  services described in
      a schedule for the term set forth in that schedule.

3.    If  Customer  requests  Aurum  to  provide  any  product  or  service  not
      specifically addressed in a schedule, then Aurum may, but is not obligated
      to,  provide such  additional  product or service upon mutually  agreeable
      terms and conditions.

TERM & RENEWALS

4.    An  agreement  is  effective  and binding upon both parties as of the date
      made.

5.    Aurum will deliver a product or begin to provide a service on the date set
      forth in the schedule  applicable to that product or service.  In the case
      of recurring services (as set forth in a schedule), Aurum will continue to
      provide such  services  from the date that they begin  through the initial
      term set forth in the applicable schedule.

6.    Unless either party gives the other written  notice of its decision not to
      renew a recurring  service under a schedule at least 180 days prior to the
      end of the initial term for that service,  or of any renewal term for such
      service,  the term for that recurring service will automatically renew for
      the renewal term set forth in the applicable schedule.

PAYMENTS

7.    Customer  will  maintain a demand  deposit  account  with an  FDIC-insured
      depository  institution that has been identified to Aurum at least 10 days
      prior to that date on which the first of any  product  or service is to be
      first  provided or delivered to Customer.  Unless  Customer has  otherwise
      paid such invoice by means acceptable to Aurum,  Customer authorizes Aurum
      to draft  electronically  by debit to Customer's  designated  account,  no
      earlier  than 10 days after the date of the invoice,  the monthly  invoice
      amount from the account.  Customer  agrees to execute and forward to Aurum
      any other documents or agreements that Customer's  depository  institution
      requires to authorize  Aurum's  drafting  from the account.  Customer will
      maintain on deposit in the account enough funds to pay Aurum's draft.

8.    Customer's  account with Aurum will be delinquent if the debit transaction
      is  dishonored.  Aurum will apply  each  month to the  delinquent  account
      balance  a late  fee  equal to the  lesser  of 2% of the  outstanding  and
      delinquent account balance or the maximum lawful late fee.

9.    If Customer in good faith  disputes any invoiced  amounts,  Customer  will
      provide written  notification  of such dispute to Aurum,  setting forth in
      reasonable detail the amount and reason for the dispute.  Such notice will
      be given prior to the date that the disputed  payment is due to Aurum. The
      parties will  immediately  negotiate in good faith to resolve the dispute.
      If the  parties  cannot  resolve  the  dispute  prior to the date when the
      disputed  amount  would be due,  then Aurum may,  at its sole  discretion,
      require  that  the  disputed  amount  be paid in full and  without  offset
      against  any  other  funds  or  obligations  owing to  Aurum  pending  the
      resolution of such dispute.

10.   Regardless of any earmarking or other designation by Customer,  Aurum will
      apply  any  payments  received  from or on behalf  of  Customer  under any
      schedule (a) first, to late fees due under any schedule,  (b) next, to


                                       6
<PAGE>

      any outstanding and delinquent account balances (beginning with the oldest
      charges)  under any schedule and (c) finally,  to any  remaining  invoiced
      account balances.

11.   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.

12.   Customer is responsible for paying any sales,  use,  excise,  value-added,
      personal  property or other tax or duty,  regardless of what it is called,
      that any taxing  authority  levies on the products and services  purchased
      under a schedule;  but Customer is not  responsible for any tax based upon
      Aurum's net income. Aurum will charge Customer the tax or duty that is its
      responsibility.

13.   If Customer gives or receives  notice not to renew an agreement,  Customer
      will pay to Aurum an amount  equal to the sum of (a) all amounts  then due
      and  payable to Aurum under such  agreement,  (b)  Aurum's  then  standard
      charges for any additional services requested by Customer for deconversion
      assistance  (including  charges for the resources  utilized to prepare any
      test or deconversion tapes) and (c) all other costs reasonably incurred by
      Aurum  in  connection   with  such   election  not  to  renew   (including
      telecommunication  line  disengagement  expenses and costs of  terminating
      leases on or shipping or storing any equipment  provided to Customer by or
      through Aurum under an agreement and the  management fee on such costs set
      forth  in the  applicable  schedule)  that  relate  to  obligations  which
      Customer  approved  and which  extend  beyond the then current term of the
      agreement. Aurum will invoice and Customer must pay all such amounts prior
      to the earlier of the expiration  date or the release of any test tapes or
      other data or information of Customer.

DATA  OWNERSHIP & PRIVACY

14.   All information of Customer  (including that of its customers) provided to
      Aurum by Customer and  contained in Aurum's data files,  is the  exclusive
      property of Customer, and Aurum is only the custodian of that information.
      Except as may be otherwise provided in a schedule, both Aurum and Customer
      (and,  as  to  both  parties,  their  employees,  agents  and  independent
      contractors) will receive and hold all information  communicated to one by
      the other or the other's  affiliates,  whether before or after the date of
      an agreement,  in strict  confidence,  will use such  information only for
      purposes of an agreement  and will not disclose such  information  without
      the prior  written  consent of the other  party.  Each party will take all
      commercially  reasonable  precautions to prevent the disclosure to outside
      parties of such information including, but not limited to, the terms of an
      agreement,   except  as  required  by  legal,   accounting  or  regulatory
      requirements  (including  requirements  of a Federal  or state  regulatory
      authority with  jurisdiction over Customer or Customer's  business).  If a
      party is  required  to  disclose  any  information  of the other  party in
      accordance  with any such legal,  accounting or  regulatory  requirements,
      then such party will, unless otherwise  prohibited by law, promptly notify
      the other party of such  requirement  and will  cooperate  with such other
      party (at their expense) in their efforts,  if any, to avoid or limit such
      disclosure (including,  without limitation,  obtaining an injunction or an
      appropriate  redaction of the information in question).  The provisions of
      this section will survive the expiration or termination of an agreement.

15.   Promptly  after  the  termination  of,  or  the  expiration  of  the  term
      applicable  to,  an  agreement  and the  payment  to Aurum of all fees and
      charges due under such  agreement,  Aurum will, at Customer's  request and
      expense,  return to Customer all of Customer's information with respect to
      such   terminated   or  expired   agreement  in  Aurum's   then   standard
      machine-readable  format and media.  The  provisions  of this section will
      survive the expiration or termination of an agreement.


                                       7
<PAGE>

16.   Aurum will use commercially  reasonable efforts to (a) ensure the security
      and  confidentiality  of  Customer  information  (including  that  of  its
      customers),  (b) protect against any anticipated threats or hazards to the
      security  or  integrity  of  such  information  and  (c)  protect  against
      unauthorized  access to or use of such  information  that could  result in
      substantial harm or  inconvenience to any Customer.  Aurum will employ and
      maintain  controlled  access  to  systems  in its data  centers  and other
      facilities where such information is located.

17.   Customer  will  inform  Aurum  prior to  creating  any  connection  to the
      Internet or to any third-party computer network if such connection is made
      from any point on Customer's computer network that is connected to Aurum's
      network.  Customer will,  prior to making such a connection,  first obtain
      (and Aurum will,  at Customer's  request,  provide a copy of) the firewall
      and  Internet  security  policy  of  Aurum  and will  abide  by the  rules
      contained  in it as the  same  may be  amended  from  time to time to keep
      current with technology. Customer will be solely responsible for complying
      with the most current requirements of such policy.

BUSINESS CONTINUITY

18.   Aurum will maintain for its own protection, with carriers that it deems in
      its sole  discretion  appropriate and in amounts that it determines in its
      sole  discretion  to  be  adequate,  errors  and  omissions  and  employee
      dishonesty coverage for its personnel and insurance coverage for loss from
      fire,  disaster or other causes  contributing  to  interruption  of normal
      services,  reconstruction of data file media and related processing costs,
      additional   expenses   incurred  to  continue   operations  and  business
      interruption  to reimburse  Aurum for losses  resulting from suspension of
      services due to physical loss of equipment.

19.   Each  party will  develop,  maintain  and,  as  necessary  in the event of
      business interruption, execute a business resumption plan and will provide
      to the other party, its auditors and regulators  access to the plan and to
      plan test results as such other party may reasonably  request from time to
      time, including such information that may be reasonably required to ensure
      that  the  plans  are  compatible.   Aurum  will  not  provide  access  to
      information of other Aurum customers.

20.   Each party will be responsible  for training its own personnel as required
      in connection with all applicable contingency planning activities.

21.   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.

EXAMINATIONS & AUDITS

22.   Aurum will provide  auditors and  inspectors  that Customer  designates in
      writing with reasonable access to its facilities during business hours for
      the limited  purpose of  performing  audits or  inspections  of Customer's
      business.   Aurum  will  provide  the  assistance  to  such  auditors  and
      inspectors  as Aurum deems  reasonable.  Customer  will bear all  expenses
      associated  with such audit or inspection and will also  compensate  Aurum
      for any  services  provided in  connection  with the audit or  inspection.
      Customer  will insure that any audit or  inspection  requested by Customer
      will  be  conducted  without  undue  disruption  to  Aurum's  business  or
      operations.  Aurum will not (a)  provide  access to  information  of other
      Aurum  customers or (b) permit access to its facilities  during such times
      as Aurum deems that such access would be likely to create undue disruption
      to its operations.


                                       8
<PAGE>

23.   Each year during the term of an agreement, Aurum will provide to Customer,
      at  Customer's  request and at no additional  charge,  one copy of Aurum's
      most recent audited financial statements.

24.   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.

WARRANTIES

25.   Aurum  will  use due  care in  providing  the  services  set  forth  in an
      agreement.

26.   Aurum represents and warrants that its providing the products and services
      described in an agreement  will not infringe on any United States  letters
      patent, any trade secret, or any copyright, trademark, service mark, trade
      name or similar proprietary right conferred by common law or by any law of
      the  United  States  or any  state  and  that it has no  knowledge  of any
      existing  adverse  claim  against its right to provide  such  products and
      services.

27.   Aurum will use commercially  reasonable efforts to provide its services in
      a manner that will allow  Customer to comply with Federal laws,  rules and
      regulations  as the same may be amended or replaced  from time to time. If
      Customer  believes  that a  modification  to Aurum's  services is required
      under any law, rule or regulation, Customer will promptly so inform Aurum.
      Aurum will  perform any  modifications  to the manner in which it provides
      its services that Aurum  determines are necessary or desirable;  provided,
      if any such changes or modifications result in an increase in Aurum's cost
      of providing such services, Aurum will be entitled to increase the charges
      under an agreement  by an amount that  reflects a pro rata  allocation  of
      Aurum's  increased  cost among the Aurum  customers  using such  services.
      Customer  acknowledges  that Aurum has no duty or responsibility to modify
      any third-party product,  except to the extent that the vendor thereof has
      such a duty or  responsibility  to modify  such  product  pursuant  to the
      applicable  license  agreement  between  Aurum  and  such  vendor.  New or
      enhanced  features,  functions,  reports or other services that may result
      from such modifications may be provided to Customer at an additional cost.

28.   Aurum represents and warrants that, in providing the products and services
      described in an  agreement,  it will comply in all material  respects with
      all applicable laws, rules and regulations.

29.   EXCEPT AS EXPRESSLY SET FORTH IN AN AGREEMENT  (INCLUDING  THESE TERMS AND
      CONDITIONS),  AURUM DOES NOT MAKE ANY  REPRESENTATION  OR  WARRANTY,  WITH
      RESPECT TO ANY PRODUCT OR SERVICE PROVIDED UNDER SUCH AGREEMENT, ABOUT ITS
      PERFORMANCE  OR  LEGAL  OR  REGULATORY  COMPLIANCE,   INCLUDING,   WITHOUT
      LIMITATION,  ANY  WARRANTY OF  MERCHANTABILITY,  FITNESS FOR A  PARTICULAR
      PURPOSE, ACCURACY OF INFORMATIONAL CONTENT OR SYSTEM INTEGRATION.

LIABILITY; INDEMNIFICATION

30.   Customer will balance  reports to verify master file  information and will
      inspect  and  review  all  reports  and  other  output  (whether  printed,
      microfiche or  electronically  transmitted)  created from data provided by
      Customer to Aurum.  Customer will reject all  incorrect  reports or output
      (a) within 2 business days after  receipt of daily reports or output,  (b)
      within 5 business  days after  receipt  of  annual,  quarterly  or monthly
      reports  or output and (c)  within 3  business  days after  receipt of all
      other reports or output. Aurum will correct any errors in Customer's files
      that  result in errors in reports or other  output  where such  errors are
      solely because of either  malfunctions of Aurum's equipment or its systems
      or errors of Aurum's  operators,  programmers  or other  personnel and are
      called to Aurum's attention within the time frames specified for balancing
      and rejecting reports.  Aurum will, to the extent reasonably  practicable,
      correct any other errors for an additional  charge.  The foregoing will be
      Customer's  exclusive  remedies  for  errors in  reports  or other  output
      provided by Aurum older an agreement.


                                       9
<PAGE>

31.   Aurum  will be  responsible  for data  and  other  information  (including
      personal  property)  of  Customer  from the time that such is  received by
      Aurum at its  facilities  until it is, in the case of data,  processed and
      files based thereon are  transmitted to Customer and, in the case of other
      information (including personal property),  released for pickup at Aurum's
      facility  to a courier or other  representative  designated  by  Customer,
      provided,  Aurum's  liability for the destruction or disappearance of data
      or other  information  (including  personal  property)  will be limited to
      cases  where the  destruction  or  disappearance  is due  entirely  to the
      negligence  or  willful  misconduct  of Aurum  and,  if so,  Aurum's  sole
      obligation  is to  reconstruct  the data or other  information  (including
      personal  property)  from  back-up  files  that Aurum is  obligated  by an
      agreement to create and maintain or from files  created and  maintained by
      Customer.

32.   If  either  party has a claim  against  the  other  based on an  agreement
      including, but not limited to, its formation or a breach of it, such party
      must  bring  that  claim,  by filing  with the other  party a request  for
      mediation,  within 2 years of the  occurrence  that is the  basis  for the
      claim.

33.   Aurum's  liability  with respect to any claim based on a service  provided
      under an agreement is limited to the total fees and charges  actually paid
      to Aurum for that service in the 3-month period before that occurrence. In
      the  case of  product  purchases,  Aurum's  liability  is  limited  to the
      purchase  price  actually  paid to Aurum for the  product.  The  foregoing
      limitations do not apply to infringement claims made under an agreement.

34.   Regardless  of anything  else in an agreement  and to the greatest  extent
      permitted by law, no court,  tribunal,  arbitrator or presiding officer of
      any  administrative or other proceeding may award to Customer any special,
      indirect,  consequential,  speculative or incidental  damages  (including,
      without  limitation,  lost profits or goodwill) or punitive damages in any
      dispute  (including,  without  limitation,  any  dispute  based on alleged
      fraudulent,  willful or dishonest  conduct)  against  Aurum,  and Customer
      expressly,  completely  and  irrevocably  waives any right to obtain  such
      damages in  connection  with any such  proceeding.  Customer  acknowledges
      that, prior to agreeing to the foregoing provision,  it has consulted,  or
      waived the right to consult,  legal counsel as to the consequences of this
      provision.  The foregoing  limitations do not apply to infringement claims
      made under an agreement.

35.   Neither  party will be liable for any default or delay in the  performance
      of its obligations under an agreement (except for the payment of money) if
      and to the extent such default or delay is caused, directly or indirectly,
      by  acts  of  God,  governmental  acts,   accidents,   wars  (declared  or
      undeclared),  terrorism,  threats of  terrorism,  acts of a public  enemy,
      epidemics or quarantines,  riots or civil unrest,  labor disputes,  fires,
      storms,  earthquakes,  floods or  elements  of nature,  Federal,  state or
      municipal actions or regulations,  failure or refusal by any regulatory or
      other agency to act upon or grant permits or licenses,  or any other cause
      beyond the  reasonable  control of such party,  provided  such  default or
      delay could not have been prevented by commercially reasonable precautions
      and cannot reasonably be circumvented by the non-performing  party through
      the use of commercially  reasonable alternative sources,  workaround plans
      or other means.

36.   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  attorneys' fees and
      other  costs,  arising  out of any  claims of  infringement  of any United
      States letters  patent,  any trade secret,  or any  copyright,  trademark,
      service mark, trade name or similar  proprietary right conferred by common
      law or by any  law of the  United  States  or any  state  alleged  to have
      occurred  because of the products or services  provided by the indemnitor.
      This indemnity will not apply unless the indemnitee informs the indemnitor
      as soon as practicable, but in no event more than 30 days, 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.

37.   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 an agreement,  but this indemnity,  defense and hold
      harmless will not apply if the claim arises from Aurum's gross  negligence
      or willful misconduct.


                                       10
<PAGE>

TERMINATION

38.   If Customer defaults in the payment of any charges,  fees or other amounts
      due under any agreement  with Aurum and fails to cure such default  within
      10 calendar  days after having  received  written  notice of such default,
      then Aurum, by giving Customer at least 30 days prior written notice,  may
      (but is not obligated to) terminate any one or all agreements  that it has
      with Customer as of the date specified in such notice.

39.   If either party materially  defaults in its performance under an agreement
      (except for non-payment of amounts due to Aurum),  after receiving written
      notice of such default the defaulting party will promptly  commence curing
      the default and  thereafter  will  proceed  with  commercially  reasonable
      efforts to substantially  cure the default.  If the defaulting party fails
      to  substantially  cure such default as quickly as practicable  (but in no
      event beyond the date that is 90 days after  receiving  written  notice of
      the default or, for those defaults which cannot reasonably be cured within
      90 days, the date that is within the period of time which is  commercially
      reasonable  to cure the  default),  then the party not in default  may, by
      giving  the  defaulting  party at least 30  days'  prior  written  notice,
      terminate such agreement (but no other agreement) as of the date specified
      in such notice.

40.   If (a) either party (i) 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 or (ii) fails
      to perform its  obligations  under an agreement to prevent or circumvent a
      default or delay in the performance of its obligations  under an agreement
      that is caused by an event beyond such party's  reasonable control and (b)
      there is, as a result of that event or failure,  a material adverse effect
      upon the non-terminating party's performance under an agreement,  then the
      other  party  may,  by  giving  prior  written   notice   thereof  to  the
      non-terminating  party,  terminate such agreement (but no other agreement)
      as of the date specified in such notice.

41.   Subject  to  payment  of  the  liquidated  damages  provided  for  in  the
      applicable schedule, Customer may for any reason (including acquisition of
      50% or more of the  stock or  assets  of  Customer  by  another  person or
      entity, whether by merger, reorganization, sale, transfer or other similar
      transaction)  terminate an agreement by giving Aurum prior written  notice
      of such termination and specifying the date of termination in such notice,
      which  date will be not less than 60 days after the date of the notice and
      which date must be reasonably acceptable to Aurum.

42.   During  any  period  prior  to  termination  of  an  agreement  (including
      specified  notice  periods),  Aurum will provide the products and services
      under such  agreement  and will  charge  Customer  for such  products  and
      services,  and  Aurum  will  reasonably  cooperate  with  Customer  in its
      transition to a new service provider.

MISCELLANEOUS

43.   Each schedule, and these terms and conditions that are by reference a part
      of it, constitutes a separate and independent legal agreement. The parties
      may  agree  to  one or  more  additional  schedule(s);  and,  if  so,  the
      agreement(s)  established  will be  evidenced  by signing  an  Information
      Technology  Services  Agreement  that  will  incorporate  these  terms and
      conditions and those set forth in such schedule(s).

44.   Each  agreement is the entire  agreement of the parties and supersedes all
      other prior agreements and understandings, whether written or verbal, with
      respect  to  products  and  services  described  in that  agreement.  Each
      agreement may not be amended  except in a writing signed on behalf of both
      parties,  and no waiver of any  provision  of or right under an  agreement
      will be  effective  against  a party  unless  that  waiver is in a writing
      signed on behalf of the party against whom the waiver is asserted.

45.   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


                                       11
<PAGE>

      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
      party 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.

46.   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).

47.   All notices,  claims, demands and other communications between the parties
      must be in writing and will be deemed given (a) in the case of a facsimile
      transmission  or  email,  when  the  sender  has  received  an  electronic
      confirmation of transmission by the transmitting  equipment (provided that
      such  transmission  is  completed  prior to 5:00  p.m.,  local time at the
      location of the recipient, on a business day; otherwise, such transmission
      will be deemed to have been received on the next business day); (b) in the
      case of  delivery  by a  standard  overnight  carrier,  upon  the  date of
      delivery  indicated in the records of such carrier;  or (c) in the case of
      delivery by hand,  when  delivered by hand  addressed to the person at the
      address set forth on the  signature  page of an  agreement  (or to another
      address provided by notice under this section).

48.   The laws of the State of Texas,  excluding  its choice of law  principles,
      will  govern  the   relationship   between   the  parties  and   disputes,
      differences,  controversies  or claims directly or indirectly  based on an
      agreement,   including   those  relating  to  the   formation,   validity,
      interpretation,   construction,  performance,  breach,  enforceability  or
      termination  of an  agreement  and  duties  based  on  tort,  contract  or
      statutory concepts.

49.   THE PARTIES HEREBY  IRREVOCABLY  AGREE THAT  JURISDICTION AND VENUE IN ANY
      ACTION BROUGHT BY ANY PARTY PURSUANT TO AN AGREEMENT WILL  EXCLUSIVELY LIE
      IN ANY  FEDERAL  OR STATE  COURT  LOCATED  IN  DALLAS  COUNTY,  TEXAS.  BY
      EXECUTION  AND DELIVERY OF AN AGREEMENT,  EACH PARTY,  ON BEHALF OF ITSELF
      AND ITS  PERMITTED  SUCCESSORS  AND  ASSIGNS,  IRREVOCABLY  SUBMITS TO THE
      JURISDICTION  OF ANY SUCH COURT OVER ITSELF AND ITS PROPERTY  WITH RESPECT
      TO ANY SUCH  ACTION.  THE  PARTIES  IRREVOCABLY  AGREE THAT VENUE WOULD BE
      PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION THAT SUCH COURT IS AN
      IMPROPER OR  INCONVENIENT  FORUM FOR THE  RESOLUTION  OF SUCH ACTION.  THE
      PARTIES  FURTHER AGREE THAT THE MAILING BY CERTIFIED OR  REGISTERED  MAIL,
      RETURN RECEIPT  REQUESTED,  OF ANY PROCESS REQUIRED BY ANY SUCH COURT WILL
      CONSTITUTE  VALID AND  LAWFUL  SERVICE OF PROCESS  AGAINST  THEM,  WITHOUT
      NECESSITY  FOR SERVICE BY ANY OTHER  MEANS  PROVIDED BY STATUTE OR RULE OF
      COURT.

50.   EACH PARTY WAIVES,  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
      RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BASED ON AN AGREEMENT.

51.   Except as expressly provided for with respect to mediation, the prevailing
      party  in any  action  brought  by a party  pursuant  to an  agreement  is
      entitled to recover reasonable attorneys' fees and other costs incurred in
      connection  with such action  including,  but not limited to, expenses and
      costs of investigation,  witness fees and travel, in addition to any other
      relief to which the prevailing party may be entitled.


                                       12
<PAGE>

52.   The parties  understand that an agreement is a legally  binding  agreement
      that may affect their rights. Each party represents to the other that they
      have  received  legal advice from counsel of their  choice  regarding  the
      meaning and legal significance of an agreement and that they are satisfied
      with their legal counsel and the advice  received from their legal counsel
      or that they have waived their right to do so.

53.   If any  provision  of an  agreement  requires  judicial or  administrative
      interpretation  or  interpretation  by an arbitrator,  mediator or similar
      person,   such  person  interpreting  that  agreement  will  not  apply  a
      presumption  that its terms will be more  strictly  construed  against the
      person who itself or through its agent prepared that document.

54.   The invalidity or  unenforceability  of any provision of an agreement will
      not affect the validity or  enforceability of the other provisions of that
      agreement and such other  provisions will remain in full force and effect.
      If any provision of an agreement is deemed to be  unenforceable  by reason
      of its extent, duration, scope or otherwise,  then the parties contemplate
      that the  person  making  that  determination  will  reduce  such  extent,
      duration, scope or other provision and will enforce it in its reduced form
      for all purposes contemplated by that agreement.  Nothing in an agreement,
      express or  implied,  is intended to confer upon any person not a party to
      that agreement any rights or remedies of any nature whatsoever under or by
      reason of that agreement.

55.   In the event of a conflict  between  these  terms and  conditions  and any
      provision  in a  schedule,  these  terms and  conditions  will  govern the
      interpretation of an agreement.

56.   During the term of an agreement and for a period of 12 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
      12 months by the other  party,  if the person was involved in providing or
      receiving the products or services covered by that agreement.

57.   Termination  of an agreement  will not affect the rights or obligations of
      the parties that arose prior to, or that are  expressly  intended by their
      terms to  continue  beyond,  any such  termination,  and  such  rights  or
      obligations,  and the  dispute  resolution  procedures  set forth in these
      terms and conditions, will survive any such termination.


                                       13
<PAGE>

                                   ADDENDUM TO
                              AURUM TECHNOLOGY INC.
                    INFORMATION TECHNOLOGY SERVICES AGREEMENT
                           GENERAL TERMS & CONDITIONS

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

      1.)   Paragraph 9 is hereby  deleted in its  entirety  and replaced by the
            following:

            "If Customer in good faith disputes any invoiced  amounts,  Customer
            will provide written  notification of such dispute to Aurum, setting
            forth in  reasonable  detail the amount and reason for the  dispute.
            Such  notice  will be  given  prior to the  date  that the  disputed
            payment is due to Aurum. The parties will  immediately  negotiate in
            good faith to resolve the dispute. If the parties cannot resolve the
            dispute  prior to the date when the  disputed  amount  would be due,
            then  Customer may  withhold the disputed  amount or 5% of the total
            invoice  amount for the  invoice  containing  the  disputed  amount,
            whichever is less.  Customer  shall have no further right to off set
            against any other funds or obligations  owing to Aurum,  pending the
            resolution of such dispute."

      2.)   Paragraph  21 is hereby  deleted in its entirety and replaced by the
            following:

            "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.  However,  any  increase  in the  fees and
            charges under an agreement  under this provision will not exceed 20%
            of the total  monthly  invoice  amount paid by Customer to Aurum for
            all services  Customer is receiving as of the effective date of such
            increase.  For purposes of this  provision  only,  the total monthly
            invoice  amount  will be based on the  average  of the fees  paid to
            Aurum by Customer for all services  received by Customer  from Aurum
            during the 12 months  preceding the effective date of such increase,
            recalculated  based on the account volume,  number of users or other
            applicable measure as of the effective date of such increase."

      3.)   For the agreement formed by Customer's Core Processing Schedule only
            Paragraph  30 is hereby  deleted in its entirety and replaced by the
            following:

            "Customer will balance reports to verify master file information and
            will  inspect  and  review all  reports  and other  output  (whether
            printed, microfiche or electronically transmitted) created from data
            provided by Customer to Aurum.  Customer  will reject all  incorrect
            reports or output (a) within 3 business  days after receipt of daily
            reports or  output,  (b)  within 7  business  days after  receipt of
            annual,  quarterly  or  monthly  reports  or output and (c) within 4
            business days after  receipt of all other  reports or output.  Aurum
            will correct any errors in Customer's files that result in errors in
            reports  or other  output  where such  errors are solely  because of
            either malfunctions of Aurum's equipment or its systems or errors of
            Aurum's operators,  programmers or other personnel and are called to
            Aurum's attention within the time frames specified for balancing and
            rejecting reports. Aurum will, to the extent reasonably practicable,
            correct any other errors for an  additional  charge.  The  foregoing
            will be Customer's exclusive remedies for errors in reports or other
            output provided by Aurum under an agreement."


                                       14
<PAGE>

      4.)   Paragraph  31 is hereby  deleted in its entirety and replaced by the
            following:

            "Aurum will be responsible for data and other information (including
            personal  property) of Customer  from the time that such is received
            by  Aurum  at its  facilities  until  it is,  in the  case of  data,
            processed and files based thereon are  transmitted  to Customer and,
            in the  case of other  information  (including  personal  property),
            released  for  pickup at  Aurum's  facility  to a  courier  or other
            representative designated by Customer,  provided,  Aurum's liability
            for the destruction or  disappearance  of data or other  information
            (including  personal  property)  will be limited to cases  where the
            destruction  or  disappearance  is due to the  negligence or willful
            misconduct of Aurum while such  information is in the control and/or
            custody of Aurum and such information,  in the case of data, was not
            in any way damaged or lost in  transmission  to Aurum or due to time
            bombs,  Trojan horses,  other viruses or other destructive code that
            was included in such  information  prior to its receipt by Aurum, or
            in the case of other information (including personal property),  was
            not in any way damaged or incomplete  prior to its receipt by Aurum,
            and if so,  Aurum's sole  obligation is to  reconstruct  the data or
            other information  (including  personal property) from back-up files
            that Aurum is  obligated  by an  agreement to create and maintain or
            from files created and maintained by Customer."

      5.)   Paragraph  33 is hereby  deleted in its entirety and replaced by the
            following:

            "Aurum's  liability  with  respect  to any claim  based on a service
            provided under an agreement is limited to the total fees and charges
            actually paid to Aurum for that service in the 6-month period before
            that occurrence. In the case of product purchases, Aurum's liability
            is  limited to the  purchase  price  actually  paid to Aurum for the
            product.  The  foregoing  limitations  do not apply to  infringement
            claims made under an agreement."

IN WITNESS WHEREOF, the parties have duly executed this addendum by the duly
authorized signatures below as of June 10, 2003.

AURUM TECHNOLOGY INC.                       TOWN BANK OF WESTFIELD


By: /s/ Robert H. Carpenter, Jr.            By: /s/ Robert W. Dowens, Sr.
   -----------------------------------          --------------------------------

Name: /s/ Robert W. Carpenter, Jr.          Name: Robert W. Dowens, Sr.
      --------------------------------            ------------------------------

Title: Vice President                       Title: President & CEO
       -------------------------------             -----------------------------

Date: 6/18/2003                             Date: June 10, 2003
      --------------------------------            ------------------------------


                                       15
<PAGE>

                              AURUM TECHNOLOGY INC.
                              ---------------------
                            CORE PROCESSING SCHEDULE
                            ------------------------

INITIAL TERM
Five (5) years

RENEWAL TERM
Two (2) years

BEGINNING DATE FOR SERVICES
September 19, 2003 or a mutually agreed upon date not later than
October 5, 2003.

I.    Definitions:

The following  definitions apply to the Services  described in this Schedule and
are provided as a supplement to definitions included in the Terms & Conditions.

      (a)   "Additional  Services" are any Service which is not a Basic Service,
            an Optional Service, or a Conversion Service,  requested of AURUM to
            perform by Customer.

      (b)   "AURUM  Systems"  are all  Systems,  except for Systems  provided by
            Customer,  used by  AURUM to  provide  Services,  including  without
            limitation any improvements,  modifications, or enhancements made by
            AURUM to any  System  and  provided  to  Customer  under the Terms &
            Conditions.

      (c)   "Basic Services" are the Services listed in Exhibit A.

      (d)   "Business Day" is each weekday,  Monday through Friday, which is not
            a holiday of Customer.

      (e)   "Conversion Services" are those services and listed in Exhibit C and
            instructions  reasonably required for Customer to convert to and use
            the  AURUM  Systems  that  are  performed  by  AURUM  on a  mutually
            agreeable schedule. Customer will cooperate in the conversion effort
            and timely provide whatever  information,  data, clerical and office
            support,  management decisions,  approvals,  and signoffs that AURUM
            reasonably requires. According to a plan to be developed by Customer
            and  AURUM,  AURUM  will  train  a  mutually   designated  group  of
            Customer's  personnel  in the  proper  use of the AURUM  Systems  to
            enable such personnel to train  Customer`s user personnel in the use
            of  the  AURUM  Systems.  Customer  will  cooperate  with  AURUM  in
            scheduling training in conjunction with Customer's conversion to the
            AURUM Systems.

      (f)   "Customer  Systems"  are  the  Systems  listed  in  Exhibit  D to be
            provided by Customer for use in conjunction with AURUM Systems.

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

      (h)   "Equipment"  is all  telecommunications  lines,  modems,  and  other
            equipment,  including without limitation  terminals,  control units,
            ports,  logical units,  and all related data  transmission  services
            required by AURUM for Customer to access the AURUM Systems, transmit
            data to AURUM, and receive reports and other output from AURUM.

      (i)   Operational  Date"  is the  later  of (i)  the  Beginning  Date  for
            Services,  or (ii) the first day of the calendar  month in which any
            Conversion Services are completed and Customer has the capability to
            input transactions or data for processing by AURUM.

      (j)   "Optional Services" are the Services listed in Exhibit B.


                                       16
<PAGE>

      (k)   "PC  Software"   means,   if  applicable,   the  PC-based   software
            applications  to be  utilized by  Customer  in  connection  with the
            Services, as such software applications are described in Exhibit A.

      (l)   "Service"  or  "Services"  are all of the services to be provided by
            AURUM  under  the  Terms  &  Conditions,  which  include  the  Basic
            Services,  Optional Services,  Conversion  Services,  and Additional
            Services.

      (m)   "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, 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.

II.   Core Processing Services

AURUM will:

      (a)   Beginning on the Operational Date,  operate the AURUM Systems at the
            Data Center,  and accept data and other input from  Customer.  AURUM
            will make daily,  monthly,  and other reports and output,  including
            specially  requested  reports,  available  to  Customer  at the Data
            Center  for  delivery  or  transmit  them to  Customer,  subject  to
            Customer's  timely  delivery or transmission of data and other input
            to the Data Center for  processing.  AURUM will provide the Services
            in accordance  with the schedule  provided to Customer by AURUM upon
            commencement  of the  Services,  which may be  updated by AURUM from
            time to  time.  AURUM  will not be  responsible  for the loss of any
            input or output during transit.

      (b)   Require  Customer to comply with all operating  instructions for the
            AURUM Systems that are issued by AURUM from time to time.  Except as
            otherwise  provided  in the  Terms &  Conditions,  Customer  will be
            responsible for the supervision,  management, and control of its use
            of the AURUM Systems,  including without limitation (i) implementing
            sufficient  procedures to satisfy its  requirements for the security
            and  accuracy of the data and other input  Customer  provides,  (ii)
            implementing  reasonable  procedures  to  verify  reports  and other
            output from AURUM  within the time frames  specified in Paragraph 30
            of Terms & Conditions,  and (iii)  specifying the methods of accrual
            calculation  to be used by AURUM in providing  the Services from the
            options available in the AURUM Systems.

      (c)   Provide all  Equipment  at  Customer's  expense,  including  related
            shipping, installation, and maintenance Fees, and advise Customer on
            the compatibility of its Equipment with the AURUM Systems.  Customer
            may elect,  with  AURUM's  approval,  to provide  such  Equipment at
            Customer's expense, subject to Fees for Additional Services required
            for AURUM Systems  access or  configuration.  Customer will maintain
            all  Equipment  owned or leased by Customer in good working order in
            accordance with manufacturer's specifications.

      (d)   Provide  for  Customer's  use one  copy  of  AURUM's  standard  user
            documentation   and  one  copy  of  any  revisions   describing  the
            preparation  of input for and use of output from the AURUM  Systems.
            Such documentation will address the reports provided under the Terms
            & Conditions. Upon Customer's request, AURUM will provide additional
            copies of such documentation at AURUM's then standard Fees.

      (e)   Correct any errors or  omissions  in  customer  files that result in
            errors or  omissions in reports or other output where such errors or
            omissions  (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 in Paragraph


                                       17
<PAGE>

            30 of Terms &  Conditions.  AURUM  will,  to the  extent  reasonably
            practicable, correct any other errors as an Additional Service.

      (f)   Provide  standard  AURUM  forms for use at the Data  Center.  Unless
            otherwise  agreed in writing,  Customer  will provide or pay for all
            customized  forms required by Customer.  These forms will conform to
            AURUM's  reasonable  specifications.  Customer will also provide all
            forms  produced or printed at  Customer's  premises and required for
            the  performance  of Services,  or will pay mutually  agreed Fees to
            AURUM for such forms if provided by AURUM at Customer's request.

      (g)   Establish,  modify,  or substitute  from time to time any Equipment,
            processing priorities, programs, or procedures used in the operation
            of the AURUM  Systems or the  provision of the  Services  that AURUM
            reasonably deems necessary,  and notify Customer of any such changes
            that will affect Customer's operations.

III.  Liquidated Damages

The parties  acknowledge  that upon  termination  of the Agreement of which this
schedule is a part for any reason,  Aurum will incur damages resulting from such
termination that will be difficult or impossible to ascertain.

Prior to such termination, except termination by Customer for a material default
or for insolvency,  bankruptcy or the like, and in addition to all other amounts
then due to Aurum,  Customer will pay to Aurum as reasonable  liquidated damages
(and not as a penalty) the sum of (a) all costs reasonably  incurred by Aurum in
connection with such termination, including 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  Agreement  of which this
schedule is a part,  a 25%  management  fee on such costs,  Aurum's Fees for any
additional  services  requested by Customer  for  de-conversion  assistance  and
Aurum's  then  standard  Fees for any test or  de-conversion  tapes  and (b) the
product of (1) the  average  monthly  Fee to  Customer  for  services  under the
Agreement  of which  this  schedule  is a part  during  the 12  calendar  months
immediately  preceding  the calendar  month in which notice of  termination  was
given,  (2) the  total  number of months  remaining  in either  the term then in
effect from the effective date of the termination and (3) 80% for termination on
or before the end of the second year  following the Beginning Date for Services,
70% for  termination  after the end of second year  following the Beginning Date
for Services but before the end of the third year  following the Beginning  Date
for Services,  60% for termination after the end of the third year following the
Beginning  Date for Services but before the end of the fourth year following the
Beginning Date for Services and 50% for termination  after the end of the fourth
year following the Beginning  Date for Services.  If the Agreement of which this
schedule is a part has been in effect less than 12 calendar  months prior to the
giving of the notice of  termination,  then the parties  will compute the amount
due under  subsection (b) above using the average  monthly Fee for services made
during such lesser number of calendar months. If termination of the Agreement of
which this  schedule is a part occurs prior to the  providing  of any  services,
then the parties will compute the amount due under subsection (b) above assuming
an estimated monthly Fee that Aurum would have reasonably expected.

In the case of termination by Customer for a material default or for insolvency,
bankruptcy or the like, Customer will pay to Aurum only the amounts set forth in
subsection (a) of the preceding paragraph.

Aurum may, at its option,  invoice  Customer for the greater of (a) Aurum's good
faith estimate of the termination costs or (b) the aggregate of the Fees payable
to Aurum  for the 2  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.

Aurum will invoice and Customer will pay all amounts  payable under this section
prior to the earlier of (a) the effective  date of such  termination  or (b) the
release to Customer of any test tapes or other data or information of Customer.


                                       18
<PAGE>

IV.   Service Fees

Customer will pay AURUM for the Services as follows:

      (a)   For Basic Services, the Fees listed in Exhibit A.

      (b)   Months 1-3 Customer will be invoiced at the lowest tier rate of $.70
            and starting the fourth month,  at the volume based rates in Exhibit
            A.

      (b)   For Optional Services,  AURUM's then standard Fees for such Services
            listed in Exhibit B.

      (c)   For Conversion  Services,  the  applicable  conversion Fee listed in
            Exhibit C.

      (d)   For  Additional  Services,  AURUM's  then  standard  Fees  for  such
            Services,  or, if AURUM then has no standard Fees for such Services,
            upon whatever other basis that the parties agree.

      (e)   All costs  incurred by AURUM (i) in mailing  reports or other output
            to  Customer,   its  customers,   or  third  parties,  and  (ii)  in
            transporting,  shipping,  or delivering  reports,  output,  or input
            between the Data Center and Customer's locations.

      (f)   All actual,  out-of-pocket  costs and expenses,  including,  without
            limitation,  travel and travel-related  expenses, which are incurred
            by AURUM in providing Services when incurred at Customer's request.

      (g)   Any other Fees expressly provided in the Terms and Conditions


                                       19
<PAGE>

                                    Exhibit A
                                    ---------
                                 Basic Services
                                 --------------

Core Account Processing - Monthly Rate

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
  Service Description                      Unit of       Monthly Fee      Monthly Fee       Monthly Fee
                                           Measure       First 2,500      2,501-7,500         7,501 >
-----------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>              <C>               <C>
 A.      Combined Deposit Services
-----------------------------------------------------------------------------------------------------------
 Non -Interest Bearing Account Fee         Account           $1.00            $.85              $.70
-----------------------------------------------------------------------------------------------------------
 Upgrades                                  Upgrade             N/C            N/C                N/C
-----------------------------------------------------------------------------------------------------------
 B.      Combined Lending Services
-----------------------------------------------------------------------------------------------------------
 Account Fee                               Account           $1.00            $.85              $.70
-----------------------------------------------------------------------------------------------------------
 Upgrades                                  Upgrade             N/C            N/C                N/C
-----------------------------------------------------------------------------------------------------------
 C.      Safe Deposit Services
-----------------------------------------------------------------------------------------------------------
 Account Fee                               Account           $1.00            $.85              $.70
-----------------------------------------------------------------------------------------------------------
 Upgrades                                  Upgrade             N/C            N/C                N/C
-----------------------------------------------------------------------------------------------------------
 D.      Shareholder Services
-----------------------------------------------------------------------------------------------------------
 Account Fee                               Account           $1.00            $.85              $.70
-----------------------------------------------------------------------------------------------------------
 Upgrades                                  Upgrade             N/C            N/C                N/C
-----------------------------------------------------------------------------------------------------------
 E.      General Ledger Services
-----------------------------------------------------------------------------------------------------------
 Account Fee                               Account           $1.00            $.85              $.70
-----------------------------------------------------------------------------------------------------------
 Upgrades                                  Upgrade             N/C            N/C                N/C
-----------------------------------------------------------------------------------------------------------
</TABLE>

These per account fees also include the following services.

<TABLE>
<S>                                                  <C>
Single Integrated System                             Integrated Accounts Payable Accounting
Integrated CIF                                       Integrated Regulatory Reporting
Integrated Platform - Deposits                       Integrated Profitability Analysis
Integrated Platform - Loans                          Parameter Driven
Integrated Teller                                    Advanced Security
Integrated CRM                                       Shared Tables for Rates, Service Fees, etc.
Integrated ODBC Report Writer                        Customer/Account Level Messaging
Integrated Windows Presentation Option or            On line Help and Documentation
Integrated Browser Presentation Option               Unlimited History Retention All Except DDA - 60 Days
Integrated OFAC Reporting                            OFAC
Integrated Safe Deposit Box Accounting               Elan' Real Time Interface
Integrated Shareholder Accounting
Integrated General Ledger
</TABLE>


                                       20
<PAGE>

                                    Exhibit B
                                    ---------
                                Optional Services
                                -----------------

Optional  Services are not included in the Basic Services  One-time Fee, Monthly
Fee, or Other Fees.  Prices are as of the Effective  Start Date,  are subject to
change by AURUM at any time , and may be discontinued by AURUM with notice.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                        Unit of           One-time      Monthly       Annual
 Service Description                                    Measure             Fee           Fee          Fee
-------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                  <C>          <C>              <C>
 A.   Deposit Services
-------------------------------------------------------------------------------------------------------------------
 On-line NSF Exception Processing                        Module                        N/C
-------------------------------------------------------------------------------------------------------------------
 RIP System (Return item Processing)                     Module                        N/C
-------------------------------------------------------------------------------------------------------------------
 12 Month Demand Deposit Rolling History                 Module                        $100
-------------------------------------------------------------------------------------------------------------------
 NSF Notices                                             Notice                        N/C
-------------------------------------------------------------------------------------------------------------------
 Customer Notices                                        Notice                        N/C
-------------------------------------------------------------------------------------------------------------------
 IRA Statement                                         Statement                       N/C
-------------------------------------------------------------------------------------------------------------------
 Account Reconciliation Services (ARP)
-------------------------------------------------------------------------------------------------------------------
                                                        Account                        $5
-------------------------------------------------------------------------------------------------------------------
                                                     Transaction                       $0.045
-------------------------------------------------------------------------------------------------------------------
 B.   Lending Services
-------------------------------------------------------------------------------------------------------------------
 Insurance Reporting                                      Tape                         $40
-------------------------------------------------------------------------------------------------------------------
 Credit Reporting                                         Tape                         $40
-------------------------------------------------------------------------------------------------------------------
 Coupon Tape                                              Tape                         $40
-------------------------------------------------------------------------------------------------------------------
 Notices                                                 Notice                        N/C
-------------------------------------------------------------------------------------------------------------------
 Loan Amortization                                      Schedule                       $1.00
-------------------------------------------------------------------------------------------------------------------
C.    Automated Clearing House (ACH)
-------------------------------------------------------------------------------------------------------------------
 Base Fee                                                Month                         N/C
-------------------------------------------------------------------------------------------------------------------
 Transaction Fee                                     Transaction                       $0.07
-------------------------------------------------------------------------------------------------------------------
D.    Over-the-Counter Reporting
-------------------------------------------------------------------------------------------------------------------
 Fee (Bonds, etc.)                                      Per Item                       $0.50
-------------------------------------------------------------------------------------------------------------------
 Forms (1099, 1098, 5498, etc.)                            Item                        Quote
-------------------------------------------------------------------------------------------------------------------
E.    COLD Storage System
-------------------------------------------------------------------------------------------------------------------
 OMSE Software (10 Concurrent Users)                    License           $7,000       N/C
-------------------------------------------------------------------------------------------------------------------
 OMSE Processing                                         Month                         $470
-------------------------------------------------------------------------------------------------------------------
 OMSE Software Additional License (10                   License           $3,000       $75
 Users)
-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
F.    Other Services
-------------------------------------------------------------------------------------------------------------------
 Auditor Report (SAS70)                                  Report           $800
-------------------------------------------------------------------------------------------------------------------
 Hardware Maintenance                                    Quote
-------------------------------------------------------------------------------------------------------------------
 Programming Changes                                     Quote
-------------------------------------------------------------------------------------------------------------------
 Special Training                                        Quote
------------------------------------------------------------------------------------------------------------------
 Special Reports                                         Quote
-------------------------------------------------------------------------------------------------------------------
 Year-End Processing Forms (Not GR Form)                 Quote
-------------------------------------------------------------------------------------------------------------------
 PC Based Products                                       Quote
-------------------------------------------------------------------------------------------------------------------
 On-line Check Ordering                                  Quote
-------------------------------------------------------------------------------------------------------------------
G.    Graphical User Interface (GUI)
-------------------------------------------------------------------------------------------------------------------
  ABS GUI                                            Seats 1-18           N/C          N/C          N/C
-------------------------------------------------------------------------------------------------------------------
 ABS GUI                                             Seats > 18           $100         N/C          N/C
-------------------------------------------------------------------------------------------------------------------
H.    Browser User Interface (Browser)
-------------------------------------------------------------------------------------------------------------------
 ABS Browser                                              Seat            $100         N/C          N/C
-------------------------------------------------------------------------------------------------------------------
I.    ABS Deposit Platform
--------------------------------------------------------------------------------------------------------------------
 License                                            Workstation           N/C
--------------------------------------------------------------------------------------------------------------------
 Maintenance                                        Deposit Account                    N/C
--------------------------------------------------------------------------------------------------------------------
 Training Additional                                   Day                Quote
--------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       21
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                        Unit of           One-time     Monthly       Annual
 Service Description                                    Measure             Fee          Fee          Fee
-------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                  <C>          <C>              <C>
J.    ABS Loan Platform
-------------------------------------------------------------------------------------------------------------------
License                                             Workstation           N/C
-------------------------------------------------------------------------------------------------------------------
Maintenance                                          Loan Account                      N/C
-------------------------------------------------------------------------------------------------------------------
Training Additional                                    Day                Quote
-------------------------------------------------------------------------------------------------------------------
K. ABS Teller Platform
-------------------------------------------------------------------------------------------------------------------
License                                             Workstation           N/C
-------------------------------------------------------------------------------------------------------------------
  Maintenance                                       Deposit Account                    N/C
-------------------------------------------------------------------------------------------------------------------
Training Additional                                    Day                Quote
-------------------------------------------------------------------------------------------------------------------
L.    ABS Interface
-------------------------------------------------------------------------------------------------------------------
Asset/Liability Forecasting
-------------------------------------------------------------------------------------------------------------------
    Aurum Supplied                                     interface          N/A
-------------------------------------------------------------------------------------------------------------------
    3rd Party Supplied                                 Interface          Quote
-------------------------------------------------------------------------------------------------------------------
ATM - On-line
-------------------------------------------------------------------------------------------------------------------
    Aurum Supplied                                     interface          $3,500       $60
-------------------------------------------------------------------------------------------------------------------
    3rd Party Supplied                                 interface          $8,000                     $1,600
-------------------------------------------------------------------------------------------------------------------
ATM - Batch
-------------------------------------------------------------------------------------------------------------------
    Aurum Supplied                                     Interface          N/C                        N/C
-------------------------------------------------------------------------------------------------------------------
    3rd Party Supplied                                                    $5,000                     $1,000
-------------------------------------------------------------------------------------------------------------------
    Aurum Supplied                                     Test               $450                       $90
-------------------------------------------------------------------------------------------------------------------
    3rd Party Supplied                                 Test               $450                       $90
-------------------------------------------------------------------------------------------------------------------
Call Report Download
-------------------------------------------------------------------------------------------------------------------
    Aurum Supplied                                     Interface          $1,400       $25
-------------------------------------------------------------------------------------------------------------------
    3rd Party Supplied                                 Interface          $2,500                     $450
-------------------------------------------------------------------------------------------------------------------
Check image 3rd Party
-------------------------------------------------------------------------------------------------------------------
    Aurum Supplied                                     Interface          N/C                        N/C
-------------------------------------------------------------------------------------------------------------------
Party Supplied                                         Interface          $10,000                    $2,000
-------------------------------------------------------------------------------------------------------------------
Child Support
-------------------------------------------------------------------------------------------------------------------
    Aurum Supplied                                     Interface          N/C
-------------------------------------------------------------------------------------------------------------------
    3rd Party Supplied                                 Interface
-------------------------------------------------------------------------------------------------------------------
Deposit Platform
-------------------------------------------------------------------------------------------------------------------
    Aurum Platform                                     Interface          N/C                        N/C
-------------------------------------------------------------------------------------------------------------------
    3rd Party Supplied                                 Interface          $4,500                     $900
-------------------------------------------------------------------------------------------------------------------
Loan Platform
-------------------------------------------------------------------------------------------------------------------
    Aurum Supplied                                     Interface          N/C                        N/C
-------------------------------------------------------------------------------------------------------------------
    3rd Party Supplied                                 Interface          $5,500       $92
-------------------------------------------------------------------------------------------------------------------
On-line Teller Interface
-------------------------------------------------------------------------------------------------------------------
         Aurum Supplied                                Interface          N/C                        N/C
-------------------------------------------------------------------------------------------------------------------
         3rd Party Supplied                           Seat                $500                       $100
-------------------------------------------------------------------------------------------------------------------
Voice Response Unit - On-line
-------------------------------------------------------------------------------------------------------------------
    Aurum Supplied                                     Interface          $6,000       $500
-------------------------------------------------------------------------------------------------------------------
    Calls                                           Per transaction       $0.07
-------------------------------------------------------------------------------------------------------------------
    Time per Call                                    Per minute           $0.07
-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       22
<PAGE>

                                    Exhibit C
                               Conversion Services

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
               Service Description                      Unit of           One-time      Monthly       Other Fee
                                                        Measure             Fee           Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                 <C>           <C>          <C>
A.    Conversion Service
--------------------------------------------------------------------------------------------------------------------
 Core Data Conversion                                  Account            $1.00
--------------------------------------------------------------------------------------------------------------------
 Application Training @ Aurum Center                  Conversion          $4,000
--------------------------------------------------------------------------------------------------------------------
 Implementation Services                              Conversion          $5,000
--------------------------------------------------------------------------------------------------------------------
 Out of pocket travel expenses                           Actual                                      As incurred
--------------------------------------------------------------------------------------------------------------------
 Out of pocket Customer conference call expense          Actual                                      As incurred
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: Excludes Customer ancillary systems such as COLD, Excel, or other
server-based systems.


                                       23
<PAGE>

                                    Exhibit D
                                Customer Systems

Customer will provide,  at Customer's  expense,  the Customer Systems.  Customer
will be responsible for any license or maintenance fees related to providing the
Customer  Systems for use by AURUM in  connection  with the  Services.  Customer
will, at Customer's  expense,  ensure that the Customer Systems are at all times
compatible with the AURUM Systems and AURUM will have no liability hereunder for
any delay or failure to perform Services which arises as a result of the failure
of Customer to maintain any Customer  System so that it is  compatible  with the
AURUM Systems.

For all Customer Systems PC Software.

      (a)   Notwithstanding II.(c) of this schedule, Customer will, at Customers
            expense,  provide and be responsible for all Equipment  required for
            Customer to use the AURUM PC Software ("PC Software Equipment").

      (b)   Without AURUM's prior written consent, Customer will not (i) install
            any System  other than the AURUM PC  Software on the  applicable  PC
            Software Equipment (ii) sell, assign,  lease,  transfer, or disclose
            to any third  party the  AURUM PC  Software,  (iii) use the AURUM PC
            Software for the commercial benefit of any third party; (iv) copy or
            reproduce the AURUM PC Software;  or (v) reverse  assemble,  reverse
            compile,  or otherwise recreate the AURUM PC Software.  Customer may
            transfer its use of the AURUM PC Software to a backup or replacement
            system to the PC  Software  Equipment  on a temporary  or  permanent
            basis  provided  Customer  gives prior  written  notice to AURUM and
            discontinues  use of the  AURUM PC  Software  on the  applicable  PC
            Software Equipment.

List of Customer Systems:

      1.    Customer owned Desktop Systems and Applications Software


                                       24
<PAGE>

                              AURUM TECHNOLOGY INC.
                              ---------------------
                            ITEM PROCESSING SCHEDULE
                            ------------------------

INITIAL TERM
Five (5) years

RENEWAL TERM
One (1) year

BEGINNING DATE FOR SERVICES
September 19, 2003 or a mutually agreed upon date not later than
October 5, 2003.

All  Item  Processing   Services  shall  be  performed  pursuant  to  Customer's
reasonable  specifications,  subject to the capabilities of Aurum's hardware and
software utilized to deliver said Item Processing Services.  All times indicated
in this  Schedule  refer to the time  zone in which  the  Transaction  Center is
located.

I.    DEFINITIONS

The following definitions apply to the Basic Services described in this schedule
and are provided as a supplement to definitions included in the Agreement:

      (a)   "Account"  shall  mean  a  demand  deposit,   negotiable   order  of
            withdrawal,  other  checking type of account,  money market  deposit
            account,  or other  savings type account  offered by Customer to its
            end-customer(s).

      (b)   "Aurum  Business  Hours" are each  Business  Day from 07:00 to 18:00
            local time.

      (c)   "Aurum  Image  Archive"  shall  mean the  electronic  storage of the
            bitonal front and back item images at an Aurum designated facility.

      (d)   "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.

      (e)   "Conversion  Services" shall mean a mutually agreeable schedule that
            Aurum will provide services and instructions reasonably required for
            Customer to convert to and use the Item Processing Services.

      (f)   "Crippled  Statement"  shall mean an  end-customer  statement  whose
            number  of Items to be  enclosed  is  greater  than or less than the
            enclosure  count for that  statement  or as the  result  of  missing
            Images.

      (g)   "Customers Data Processing Services Provider" is the customer itself
            or vendor  appointed  by  Customer to perform  Customer's  core data
            processing services.

      (h)   "Effective  Date" is the date that this  Agreement  is  executed  by
            Aurum.

      (i)   "Exception  Item" shall mean an Item,  the  automated  processing of
            which is  interrupted  because of a condition  defined by  Customer,
            such definitions which may be changed from time to time.

      (j)   "Exception  Item File" shall mean the file of  Exception  Items that
            Customer's  Data  Processing  Services  Provider or  Customer's  end
            customer creates and transmits to Aurum.

      (k)   "Home Banking Archive  Interface  Product" is the Aurum home banking
            archive interface described in this schedule.


                                       25
<PAGE>

      (I)   "Implementation Date" shall mean the date the service begins for the
            Home Banking Archive Interface Product in a production environment.

      (m)   "Inclearing  Item"  shall mean a Customer  Item that Aurum  receives
            from the Federal Reserve Bank or other financial institution with an
            incoming cash letter for the purpose of performing  Item  Processing
            Services.

      (n)   "Initial Term" is defined at the beginning of this Schedule.

      (o)   "Item  Image" is a digitized  black and white image of the front and
            back of each item.

      (p)   "Item" is a document or other  segment of media on which is recorded
            information  evidencing  a  withdrawal  from or draft  against (i) a
            demand deposit,  negotiable  order of withdrawal,  or other checking
            account  offered by Customer to its  customers,  or (ii) an internal
            Customer general ledger account, deposit ticket, loan coupon or cash
            ticket.

      (q)   "Item  Posting  File"  shall  mean a file that  Aurum  creates  from
            captured  Items  for  transmission  to  Customer's  Data  Processing
            Services Provider.

      (r)   "Item  Processing  Services" are the Services  Aurum will provide to
            Customer,  and Customer will  purchase  from Aurum,  for their total
            requirements  for Item Processing  Services and are also referred to
            herein as "Basic Services".

      (s)   "MICR" is the magnetic ink character recognition information that is
            encoded on Items for processing.

      (t)   "MICR Rejects" shall mean Items captured  during prime pass that are
            rejected  due  to the  inability  to  properly  interpret  the  MICR
            encoding. The inability to interpret the MICR encoding may be caused
            by a variety of reasons,  including  but not limited to: (a) or MICR
            encoding;  (b) missing MICR encoding;  (c) physical document damage.
            Aurum will electronically  repair and may physically repair the MICR
            Rejects.

      (u)   "Monthly Fee" is the monthly amount paid to Aurum based upon charges
            defined in Exhibit A.

      (v)   "On-Us  Item"  shall mean an Item that is drawn on the  Customer  or
            Customer's end-customer.

      (w)   "Original Item  Retrieval"  shall mean  occasionally  removing Items
            from the check vault upon Customer's request.

      (x)   "Operational  Date"  shall  mean  the  first  day  the  Customer  is
            functionally processed with images captured to the archive,  transit
            work  released  for  delivery,   and  posting  files   delivered  to
            Customer's Data Processing Services Provider.

      (y)   "Over-the-Counter"  shall mean Items  submitted  by Customer  branch
            offices, departments, or Customer's end-customers for the purpose of
            performing Item Processing Services.

      (z)   "Pre-encoded  Item"  shall mean an Item  received  by Aurum that has
            required MICR line fields encoded, which Aurum will capture.

      (aa)  "Renewal Terms" are defined in the Terms and Renewals section.

      (bb)  "Return  Item" shall mean an Item that Customer  instructs  Aurum to
            return.  Customer will provide Aurum with a reason for the return of
            Return Items.


                                       26
<PAGE>

      (cc)  "Serial  Fine  Sort"  shall  mean the  sorting  of check  Items into
            account, amount, and or check number order.

      (dd)  "Service"  or  "Services"  are all of the services to be provided by
            Aurum under this Agreement,  which include Image Item Processing and
            Conversion Services.

      (ee)  "Special  Programming"  shall  mean  the  provision  of  programming
            resources to support Customer's request for new or modified products
            or services.

      (ff)  "Statement  Cycle Date" shall mean the ending  cycle date printed on
            end-customer's Account statement.

      (gg)  "Statement  Rendering"  shall mean the insertion of an  end-customer
            statement and required  Items and inserts into an envelope,  sealing
            the envelope in preparation for mailing to the  end-customer.  Aurum
            may apply postage, which will be recovered by the Customer.

      (hh)  "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, 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, diskettes, and any other storage media.

      (ii)  "Transaction  Center"  is the space at one or more  locations  where
            Aurum performs Item Processing Services.

      (jj)  "Transit  Item" is an  encoded  or  unencoded  Item drawn on another
            financial  institution  that Aurum will  capture  for the purpose of
            creating an outgoing cash letter.

      (kk)  "Unencoded  Item" shall mean a document  received by Aurum where the
            dollar amount or any other required data field is not encoded.

II.   ITEM PROCESSING SERVICES

      Aurum shall provide the following Basic Services to Customer:

      (a)   Back Office Services
            --------------------

            (i)   Image Item Capture - POD/Proof and Transit
                  ------------------------------------------

            Aurum will  digitize  and capture the black and white  images of the
            front and back of each  Pre-encoded  Item and each  Over-the-Counter
            Item and assign a batch and sequence number to each Item.

            Outgoing cash letters will be prepared in accordance with Customer's
            cash letter requirements,  which may change from time to time. As an
            Additional  Service,  Items for cash letter  endpoints  greater than
            twelve  (12) will be  re-passed  and  prepared  in  accordance  with
            Customer's cash letter  requirements,  which may change from time to
            time.

            Aurum  will  complete  the  transmission  of an  Item  Posting  File
            containing all Over-the-Counter  Items to Customer's Data Processing
            Services  Provider  by the  timeframe  documented  in  Section  VII,
            Processing Times.


                                       27
<PAGE>

            (ii)  Image Item Capture - Inclearings
                  --------------------------------

            Aurum  will  receive  Customer's  Inclearing  cash  letter  from the
            Federal Reserve Bank or other financial  institution and balance the
            Items to the cash letter  amount.  Aurum will  digitize  and capture
            black and white images of the front and back of each Item and assign
            a sequential  trace number,  which becomes a part of the  Inclearing
            transaction.  Items  rejected from the capture will be corrected and
            re-entered.  When all Inclearing  Items are captured and balanced an
            Item Posting File  containing all  Inclearing  Items will be created
            for  transmission to Customer's Data Processing  Services  Provider.
            When  required,  Aurum will  capture  and outsort  Inclearing  Items
            creating   cash   letters  for   financial   institutions   who  are
            end-customers  of Customer  or  end-customers  who  utilize  payable
            through draft processing.

            Aurum  will  complete  the  transmission  of an  Item  Posting  File
            containing  all  Inclearing  Items  to  Customer's  Data  Processing
            Services  Provider no later than timeframe  detailed on Section VII,
            Processing Times.

            The daily  incoming  cash  letter will be  reconciled  to the dollar
            amount  charged  by the  Federal  Reserve  Bank or  other  financial
            institution.  All cash  letter  differences,  missing  items,  extra
            items,  etc.,  will be reconciled and the proper  balancing  reports
            and/or entries will be prepared.

            All errors  detected  during the incoming cash letter process are to
            be adjusted the same Business Day. Aurum will notify Customer of all
            same day settlement  adjustments  prior to 14:30 on the Business Day
            of  presentment.  Aurum will  provide  Customer  with  copies of all
            adjusting entries that are prepared and the supporting documentation
            substantiating  the adjustment.  This documentation will be packaged
            and made  available  for pickup by  Customer or  Customer's  courier
            prior to 18:00 the Business Day of presentment.

            (iii) Image Item Capture - Low Speed Repair
                  -------------------------------------

            Aurum will electronically  repair and may physically repair the MICR
            Rejects.

            (iv) Conventional Encoding
                 ---------------------

            Aurum will receive unencoded and pre-encoded proof work processed at
            Customer's and Customer's end customer  locations in accordance with
            mutually  agreed upon  delivery  time.  Aurum will proof and endorse
            each  transaction,  and encode the dollar  amount of each  unencoded
            Transit Item and full field  encode  Customer  defined  on-us Items.
            Proof corrections  detected by Aurum will be available for pickup by
            Customer  or  Customer's  courier  by the  timeframe  documented  in
            Section VII, Processing Times.

            Teller  balancing  tapes and  tapes  accompanying  deposits  will be
            included in the daily work sent to Aurum by Customer, and Aurum will
            make said balancing tapes and item  processing  Exception Items such
            as debits or credit Items without  offsets or Items from  unbalanced
            transactions  remaining at the end of each Business Day's processing
            available  for  pickup by  Customer  or  Customer's  courier  by the
            timeframe documented in Section VII, Processing Times.

            All  Unencoded  Items  delivered to Aurum by the  required  delivery
            deadline will be processed to meet Customer's outgoing correspondent
            cash letter deadline;  provided,  however,  that Aurum shall have at
            least three (3) hours to process  unencoded work and three (3) hours
            to process pre-encoded work. Aurum will make best reasonable efforts
            to handle Customer's work received after the required deadline.


                                       28
<PAGE>

            (v)   Deposit Corrections - Write off
                  -------------------------------

            Any  deposit  adjustment  of $1.00 or less (said  dollar  amount may
            reasonably  be adjusted over time,  based on Customer  requirements)
            will be  charged  to a  Customer  specified  sundry  general  ledger
            account,  using a system generated entry. All errors detected during
            the  Over-the-Counter  process  are to be  adjusted  the  same  day.
            Original  copies of  adjustments  will be  processed  with the proof
            transactions;  and the offsetting side of the adjustment  entry will
            be sent to the Customer for processing.

            (vi)  Deposit Corrections - Documented
                  --------------------------------

            Any deposit  adjustment  of more than $1.00 (said dollar  amount may
            reasonably be adjusted over time, based on current industry standard
            practices) will be charged to Customer's  end-customer or Customer's
            designated  general ledger account using forms.  All errors detected
            during the Over-the-Counter process are to be adjusted the same day.
            Original  copies of  adjustments  will be  processed  with the proof
            transactions;  and the offsetting side of the adjustment  entry will
            be sent to the Customer for processing.

            Aurum will prepare proof  corrections to Customer's  end-customer on
            forms for reasons including but not limited to:

                  a)    Error(s) found in addition or subtraction

                  b)    Check Item was listed for the wrong amount

                  c)    Tape total was listed incorrectly

                  d)    Check Item listed was not enclosed

                  e)    Check item enclosed, not listed

                  f)    Cash not included in deposit total

                  g)    Tape total not listed in deposit

                  h)    Collections not included in deposit

                  i)    Non-Negotiable Item in deposit

                  j)    Items drawn on foreign institutions

            Aurum  will  prepare  proof  corrections  to  Customer's  designated
            general  ledger  account  on forms  for  reasons  including  but not
            limited to:

                  a)    Cash ticket missing

                  b)    Cash ticket for wrong amount

                  c)    Wrong cash ticket used

                  d)    Currency included in work

                  e)    Cashed check Item missing

                  f)    Cashed check Item enclosed was not listed

                  g)    Cashed check Item for wrong amount

                  h)    Other miscellaneous correction

                  i)    Items drawn on foreign institutions

            (vii) Notice Print
                  ------------

            Aurum will receive a notice print file in a mutually accepted format
            from Customer's Data Processing  Services Provider no later than the
            timeframe  detailed on Section VII,  Processing  Times.  The notices
            will be printed in a mutually  accepted  format for the Customer and
            made available by the timeframe detailed on Section VII,  Processing
            Times.


                                       29
<PAGE>

            (viii) Statement Print - Laser
                   -----------------------

            Aurum will  receive a statement  print text  file(s) and a statement
            reconciliation   file(s)  in  a  format   mutually  agreed  to  from
            Customer's  Data  Processing   Service  Provider  according  to  the
            timeline  detailed in Section VII,  Processing  Times. The file will
            contain the following segregation categories:  (a) Image statements,
            (b) with  Item  enclosures  less  than  fifty  (50),  (c) with  Item
            enclosures fifty (50) or greater;  (d) zero Item enclosure;  and (e)
            special request statements. Aurum will print statement text and Item
            images  for  Image  statements  in  simplex  or duplex  mode,  as is
            mutually  agreed  to by  Customer  and  Aurum,  in  preparation  for
            statement rendering.  The print quality will be consistent with that
            required by automated ZIP code sorting  equipment and  acceptable to
            Customer, Aurum and Customer's ZIP code sort vendor.

            (ix)  Statement Rendering - Manual Zero Enclosures
                  --------------------------------------------

            Aurum  will  manually  render  conventional  statements  that do not
            qualify for automated rendering due to excessive physical page count
            (greater than nine (9)). Aurum will insert the statement and inserts
            into a Customer provided envelope that is acceptable to Customer and
            Aurum,  seal the envelope,  and release the envelope to the ZIP code
            sort vendor  according  to the  timeline  detailed  in Section  VII,
            Processing Times.

            (x)   Statement Rendering - Manual Handling with Enclosures
                  -----------------------------------------------------

            Aurum  will  manually  render  conventional  statements  that do not
            qualify for automated rendering due to excessive physical page count
            (greater  than nine (9)) or  excessive  item  count  (fifty  (50) or
            more)) will count all Items and match this count  against the number
            of  enclosures  indicated on the  statement.  If the count  matches,
            Aurum  will  insert  the  statement,  Items and any  inserts  into a
            Customer provided envelope that is acceptable to Customer and Aurum,
            seal the  envelope,  and release  the  envelope to the ZIP code sort
            vendor according to the timeline detailed in Section VII, Processing
            Times.

            Aurum will review fine sort reject Items and where possible  resolve
            Item count  discrepancies  prior to  categorizing  a statement  as a
            Crippled  Statement.   If  any  Item  count  discrepancy  cannot  be
            resolved,  Aurum will follow  Customer's  written  instructions  for
            statement  handling;  such  instructions to be mutually agreed to in
            advance for statement handling. Aurum will process as exceptions any
            statements  that  are  not  to be  mailed  to the  end-customer  via
            pre-sort  first  class  mail.  These  exception  statements  will be
            identified by unique intelligent  insertion marks or bar code, which
            will be mutually agreed upon by Aurum and Customer. From information
            printed on the statement or provided  separately by Customer,  Aurum
            will  forward  the   statement  to  the   appropriate   location  as
            designated.

            Aurum will process,  as a Manual  Handling,  all statements that are
            deemed  crippled  and  forward  to  the   appropriate   location  as
            designated.  These could be made available for pickup by Customer or
            Customer's  courier  according to the  timeline  detailed in Section
            VII,  Processing  Times,  following  determination  of the  Crippled
            Statement condition.

            (xi)  Statement Inserts - Manual
                  --------------------------

            Aurum will manually  insert up to three (3)  statement  inserts into
            Customer statements. The statement inserts will be of a size, format
            and quality that is  acceptable  to Aurum.  The  proposed  statement
            inserts will be submitted to Aurum at least ten (10)  Business  Days
            in advance of the Statement Cycle Date.


                                       30
<PAGE>

            (xii) Fine Sort, Serial Sort and Miscellaneous Sort
                  ---------------------------------------------

            Aurum  will  Serial  Fine Sort  Items  for  accounts  designated  by
            Customer.  Accounts requiring Serial Fine Sort will be maintained in
            a separate  Statement  Cycle on the Customer's  core data processing
            system or  designated  as Serial Fine Sort accounts in a manner that
            is acceptable to Customer and Aurum

            At  Statement   cycle  time,  the  Items  scheduled  for  return  to
            Customer's  end-customer  will be fine sorted into statement  order,
            which is  generally  account  number  within  one or more  levels of
            groups,  in preparation  for statement  rendition.  Rejects from the
            fine sort process will be manually filed.

            On a daily basis,  Aurum may fine sort internal Customer  documents,
            including but not limited to: loan items,  general  ledger Items and
            savings Items into amount or Account number order. Daily fine sorted
            Items will be available for pickup by Customer or Customer's courier
            by the timeframe documented in Section VII, Processing Times.

            (xiii) Cycle Sort/Exception Item Pull
                   ------------------------------

            According to the  documented  timeframe  in Section VII,  Processing
            Times,  the transmission of Customer's  complete  Account  Exception
            Item File from Customer's Data Processing Services Provider to Aurum
            will be completed.  Aurum will make  Exception  Items  available for
            Customer  review and  available for pickup by Customer or Customer's
            courier  by the  timeframe  documented  in Section  VII,  Processing
            Times;  provided,  however,  that Aurum shall have at least four (4)
            hours to  process  the  Exception  Items file from  Customer's  Data
            Processing Service Provider.

            (xiv) Warehousinq
                  -----------

            Aurum will store  Items by cycle and date  according  to  Customer's
            Statement Cycle definitions in a secure environment.

            For Items not returned in Customer's end-customer statements for two
            (2)  calendar  months,  Aurum  will  then  return  the  Items to the
            Customer or make the Items available for pickup by the Customer or a
            Customer  designated agent.  Aurum may destroy the Items at Customer
            expense.

            (xv)  FAX Copies
                  ----------

            At Customer's request, Aurum will FAX Items from the archive.

            (xvi) Photocopies
                  -----------

            At Customer's request, Aurum will create a photocopy of an Item from
            the archive and make them available for pick-up.

            (xvii) Return Items (Outgoing)
                   -----------------------

            Items designated by the Customer as Return Items will be returned by
            Aurum to the Federal  Reserve Bank the same Business  Day;  provided
            Customer has met the applicable Aurum Return Item deadline. Items to
            be  returned  by Aurum  will be marked in  accordance  with  Federal
            Reserve regulations.

            After  Customer has reviewed its exception item reports and made the
            necessary pay/no-pay decisions,  Customer's Data Processing Services
            Provider will complete  transmission  of a file in a format mutually
            agreed to by the parties  containing  all Return Item  requests with
            reason for return by the timeframe in Section VII, Processing Times,
            for Items  captured the previous  Business Day.


                                       31
<PAGE>

            Aurum will out sort,  balance to Customer provided control total and
            properly  stamp  each  Item  to  be  returned  with  the  Customer's
            designated  reason,  and  prepare  the Return Item cash letter to be
            picked up by the Customer or Customer's  courier for delivery to the
            Federal  Reserve Bank by 23:59 each  Business  Day. Such Items to be
            returned will be contained in a file  transmitted by Customer's Data
            Processing Service Provider.  One cash letter copy is to be retained
            by Aurum and one copy will be forwarded to Customer.

            Aurum will qualify each Return Item in  accordance  with  Regulation
            "J"  specifications;   provided  that  the  applicable  return  Item
            deadline has been met by Customer.

            (xix) Incoming Return Deposited Items
                  -------------------------------

            Aurum will  receive  from the Federal  Reserve  Bank the  Customer's
            return deposit Items for review and processing.  Aurum will create a
            debit transaction for the account;  Incoming  deposited return items
            will be  packaged  and  made  available  for  pick up by  Customer's
            courier.

            (xx)  EARNS
                  -----

            Aurum  will,  as  designated  by the  Customer,  begin to notify the
            financial  institution of first deposit of all dishonored checks for
            $2,500.00  or more,  or other  amount to remain in  compliance  with
            Regulation  CC and J and  any  other  applicable  federal  laws  and
            regulations.  By  23:59  of  each  Business  Day,  Aurum  will  have
            completed  transmission of large item  notifications for those items
            requiring  them that were  presented  the previous  Business Day. By
            08:00 of the Business Day following dispatch of the return item cash
            letter and transmission of the large item  notification,  Aurum will
            make a report of all large item  notices  processed  on the previous
            Business Day available for pickup by Customer or Customer's courier.
            Aurum requires a 10-business  day written  notification  to commence
            this  service.  Customer  must notify EARNS and establish a contract
            for this  service.  A fee from EARNS will be directly  billed to the
            Customer.

            (xxi) Item Retrieval
                  --------------

            At Customer's request, Aurum will manually retrieve an Item.

            (xxii) Research
                   --------

            Aurum   will   provide   Customer   with   assistance   to   resolve
            out-of-balance  conditions in particular,  inbound or outbound check
            processing operations.

      (b)   Archive Services

            (i)   CD Statement Software License
                  -----------------------------

            Customer can purchase  from Aurum,  software  that will enable their
            customers  to  retrieve  their Item Images from a CD-ROM or DVD-ROM.
            The  software  can be  licensed  for  the  Customer's  customers  as
            described in Section VI, Service Charges.

            (ii)  End-Customer CD-ROM Statement
                  -----------------------------

            For  end-customers  who  receive  an  image  statement,  Aurum  will
            retrieve  check  images from the  Aurum-controlled  online  archive;
            merging those check images with the corresponding periodic statement
            text; and write that data to a CD-ROM for delivery to and use by the
            end-customer.


                                       32
<PAGE>

            (iii) On-Line Archive License
                  -----------------------

            Aurum  will  grant a  license  to  Customer  to use  the  applicable
            computer  software to retrieve  Item Images by utilizing  Customer's
            equipment and telecommunications  circuitry to access the item Image
            archive located at the Aurum Transaction Center.  Aurum will license
            access to Item Images by concurrent  sessions  installed on Customer
            workstations  at a price  detailed in Section VI,  Service  Charges.
            Additionally,  there is a one-time charge for software  installation
            that   does   not   include   telecommunications   network   design,
            telecommunications    line    installation    and   testing,    data
            communications  equipment at Customer and Aurum  Transaction  Center
            location, or travel-related expenses.

            (iv)  On-Line Image Archive Access
                  ----------------------------

            Aurum agrees to provide  Customer with on-line access to Item Images
            for ninety (90) days after the Item Images have been created. At the
            end of the ninety (90) day period, Aurum will create two (2) CD's or
            DVD's,  one of which shall be delivered  by Aurum to  Customer,  the
            other of which may be used in a jukebox for near-line storage. Aurum
            shall have no further storage or archive obligations with respect to
            Customer's  Item Images,  including the back-up of CD's/DVD's in the
            jukebox.  Customer  acknowledges  that the  CD's/DVD's  delivered by
            Aurum  to  Customer  are  Customer's  source  of  archived  data for
            regulatory  compliance and future conversion  purposes and should be
            retained by Customer for these and all other purposes.  In the event
            Customer  requests  Aurum  to  provide  CD's/DVD's  of  Item  Images
            previously  provided to Customer on CD/DVD,  Aurum will provide such
            Item Images to Customer,  if available to Aurum, and Customer agrees
            to pay Aurum for such  services  at  Aurum's  then in effect  hourly
            rate.

            (v)   Near-Line Archive License
                  -------------------------

            Aurum  will  grant a  license  to  Customer  to use  the  applicable
            computer  software to retrieve  Item Images by utilizing  Customer's
            equipment and telecommunications  circuitry to access the Item Image
            archive located at the Aurum Transaction Center.  Aurum will license
            access to Item Images by concurrent  sessions  installed on Customer
            workstations  at a price  detailed in Section VI,  Service  Charges.
            Additionally,  there is a one-time charge for software  installation
            that   does   not   include   telecommunications   network   design,
            telecommunications    line    installation    and   testing,    data
            communications  equipment at Customer and Aurum  Transaction  Center
            location, or travel-related expenses.

            (vi)  Near-Line Archive Access and Storage
                  ------------------------------------

            Aurum shall assume responsibility for maintaining customer access to
            Item Images for a period not to exceed  seven (7) years,  so long as
            Item Images are  maintained on equipment  controlled by Aurum.  Fees
            are based upon tiers according to the Customer's  monthly prime pass
            volume and documented in Section VI, Service Charges. In addition to
            the monthly fee, there is a one-time  charge for  installation.  The
            one-time fee for  installation  is payable in full on the  Effective
            Date.

      (c)   Other Services
            --------------

            (i)   Item Posting File Transmission Contingency
                  ------------------------------------------

            In the event that Aurum is unable to successfully  transmit any Item
            Posting File to Customer, Aurum will burn a CD-ROM or DVD containing
            the data and make it available  for pickup by Customer or Customer's
            courier,  or,  arrange  for  courier  delivery  to  Customer's  Data
            Processing Services Provider.


                                       33
<PAGE>

            (ii)  Image Processing System Reports
                  -------------------------------

            Aurum will provide standard reports - All Items Listing, Cash Letter
            Detail,  Cash Letter  Summary,  Change Log,  and the Item  Balancing
            Sheet - in a mutually  acceptable  format each Business Day and make
            the file  available for pickup by Customer  using a TCP/IP  transfer
            utility or  physically  available  by the  timeframe  documented  in
            Section VII, Processing Times.

      (d)   Miscellaneous

            (i)   Programming Support
                  -------------------

            Aurum will provide Special Programming at Customer's request for new
            or modified products or services at the current  programming  hourly
            rate.

            (ii)  On-site Consulting
                  ------------------

            Aurum will provide item processing consulting services at Customer's
            request  for new or  modified  products  or  services at the current
            hourly rate.

            (iii) Courier Services
                  ----------------

            Customer will be responsible for the selection,  expense and overall
            management of the couriers that are used for the  transportation  of
            all Items,  records, and other data between Customer offices and the
            Transaction  Center,  the Inclearing  Items from the Federal Reserve
            Bank  to the  Transaction  Center,  and for  the  transportation  of
            Transit  Items  to  the  Federal  Reserve  Bank  or  other  upstream
            correspondent banks. The parties agree that such courier service may
            be  either  an  existing  courier  service  shared  by  other  Aurum
            customers or, if Customer in its sole discretion  determines that it
            is not  feasible  or  desirable  to utilize  such  existing  courier
            service, such other courier service as is designated by Customer.

III.  HOME BANKING ARCHIVE INTERFACE

      (a)   Statement of Services
            ---------------------

            This Home Banking Archive Interface Product is designed and usage is
            intended to enable the access,  retrieval,  and transfer of a single
            item  image from the Aurum  Image  Archive  to the  Customer's  home
            banking  application  utilized by account  holders of  Customer  for
            presentation  of a  single  item  image  per each  account  holder's
            request.  Use of the Home Banking Archive  Interface Product for all
            other purposes is expressly  prohibited without the written approval
            of Aurum.  This Schedule  authorizes use of the Home Banking Archive
            Interface  Product to  interface  with the  following  home  banking
            application (check one box only):

                 |X|    Aurum eBanking
                 |_|    Digital Insight
                 |_|    Fundtech
                 |_|    Q-Up
                 |_|    PremiercCom or PremiereCorp
                 |_|    S1

            Aurum  or  its   designees   will  perform  all   modifications   or
            customizations   to  the  Home  Banking  Archive  Interface  Product
            requested  by  Customer  under  an  approved  written   professional
            services agreement between the parties.


                                       34
<PAGE>

      (b)   Payment for Services
            --------------------

            In  consideration  for the provision set forth above,  Customer will
            pay Aurum the amounts set forth in Exhibit A attached  hereto  after
            the  Implementation  Date  of the  Home  Banking  Archive  Interface
            Product.  Monthly fees are for  management and operation of the Home
            Banking Archive  Interface  Product as defined and exclude all other
            charges,   specifically  necessary  telecommunication   connectivity
            requirements.

      (c)   Customer Responsibilities
            -------------------------

            Customer   will  (i)  provide  all   telecommunications   components
            necessary  for   connectivity   between  the  Home  Banking  Archive
            Interface  Product and  Customer's  home banking  application;  (ii)
            provide Aurum  specifications  necessary for the  implementation and
            testing of the Home Banking Archive Interface  Product;  (iii) grant
            Aurum access to data generated by the Home Banking Archive Interface
            Product for support  purposes;  (iv)  contract  with AURUM for Aurum
            Image Archive services; and (v) perform all commercially  reasonable
            user authentication,  data encryption,  "firewall  protection",  and
            security management related to connecting and using the Home Banking
            Archive Interface Product and accessing the Aurum Image Archive that
            is accordance with: (a) generally accepted industry  standards,  (b)
            industry  regulatory  requirements,  and (c) Aurum published network
            connectivity standards.

      (d)   Performance Standards
            ---------------------

            The Home Banking Archive  Interface  Product will be available seven
            days per week except for time periods designated by Aurum to perform
            system  maintenance,  repair, and component upgrades or replacement.
            Images  captured  by Aurum  will be  available  to the Home  Banking
            Archive  Interface  Product by 08:00 a.m.  local time the  following
            Business  Day.  Images will  remain  available  to the Home  Banking
            Archive Interface Product for a period less than ninety (90) days.

            Aurum's  failure to achieve this  performance  standard  will not be
            conclusive evidence of a material breach by Aurum of this agreement.
            Customer  may,  however,  if the  facts  and  circumstances  of such
            failure so warrant, declare a material breach of this agreement.

      (e)   Home Banking Archive Interface Product Warranty
            -----------------------------------------------

            CUSTOMER'S  SOLE  WARRANTY  WITH  RESPECT TO COMPUTER  HARDWARE  AND
            SOFTWARE  SUPPLIED BY THIRD  PARTIES AND USED BY AURUM IN  PROVIDING
            THE SERVICE UNDER THIS  SCHEDULE,  IS THE WARRANTY  PROVIDED BY SUCH
            THIRD  PARTY  AS IT MAY  BE  AVAILABLE  TO  CUSTOMER.  AURUM  HEREBY
            DISCLAIMES  ANY  REPRESENTATION  OR  WARRANTY  WHATSOEVER  ABOUT THE
            PERFORMANCE  OR  LEGAL  OR  REGULATORY  COMPLIANCE,   INCLUDING  ANY
            WARRANTY OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR PURPOSE OF
            ANY  COMPUTER  HARDWARE  AND  SOFTWARE  SUPPLIED  BY THIRD  PARTIES.
            Customer  acknowledges  that Aurum has no duty or  responsibility to
            modify any such third-party  product,  except to the extent that the
            vendor  thereof  has such a duty or  responsibility  to modify  such
            product pursuant to the applicable  license  agreement between Aurum
            and such vendor.

IV.   CONVERSION SERVICES

      Aurum shall provide Conversion Services required to implement the Services
      detailed  above.  Customer  and Aurum will  develop a  mutually  agreeable
      business  design  and  implementation  plan  detailing   responsibilities,
      accountabilities,  tasks and timelines.  The implementation  timeline will
      commence at contract  execution and culminate with the  implementation  of
      contracted  Services  at the  conclusion  of a four


                                       35
<PAGE>

      (4) to six (6) month  period.  Aurum and  Customer  agree to provide  each
      other  with  reasonable  access  to  personnel  required  to  develop  and
      implement  the image  Services  solution as defined in the  implementation
      project plan.

      Customer and Aurum will mutually agree upon the Conversion Date.  Customer
      and Aurum will mutually agree to any  modifications to the  implementation
      plan or date.

V.    CUSTOMER RESPONSIBILITIES

      Customer will do the following:

            1.    Deliver to Aurum all Items, in a condition and form consistent
                  with the generally accepted  requirements of a high-speed item
                  processing operation. Customer assumes full responsibility for
                  the  accuracy,  completeness,  and  authenticity  of all Items
                  furnished  to Aurum,  and Aurum shall thus be entitled to rely
                  thereon  and will  have no  obligation  or  responsibility  to
                  audit,  check,  or verify  the  Items.  Without  limiting  the
                  generality  of  the   foregoing,   Customer  shall  have  sole
                  responsibility for (a) verifying dates,  signatures,  amounts,
                  authorizations,   endorsements,  payment  notices,  collection
                  times,  fees and charges  imposed by Customer on its customers
                  and other similar matters on all Items delivered to Aurum; (b)
                  placing  stop   payments  and  holds  on  accounts;   and  (c)
                  determining  the  correctness of all magnetic ink inscribed or
                  appearing on Items,  regardless of by whom or when  inscribed.
                  If  any  Items  submitted  to  Aurum  are  incorrect,  or in a
                  condition    inconsistent   with   the   generally    accepted
                  requirements of a high speed item processing operation,  Aurum
                  may, in its sole  discretion,  either (i) require  Customer to
                  resubmit  completed and corrected  Items,  or (ii) correct and
                  complete  the Items  itself  and  Customer  will pay Aurum the
                  charges  for any  Additional  Services  provided  by  Aurum to
                  correct or complete such Items or otherwise prepare such Items
                  for processing.

            2.    Provide  Inclearing,  Unencoded and Preencoded  Items to Aurum
                  each  Business  Day  according  to the  schedule  contained in
                  Section VII, Processing Times.

            3.    Provide  to  Aurum  by  mutually   agreeable  means,   current
                  information   reasonably  required  by  Aurum  concerning  the
                  accounts offered by Customer to its end-customers and internal
                  Customer general ledger accounts.

            4.    Ensure that all Items and other documents or media which Aurum
                  may be  required  to  process  under this  Agreement  are in a
                  format  acceptable to Aurum and contain,  in machine  readable
                  form, the data and information required by Aurum.

            5.    Ensure appropriate  personnel of Customer are properly trained
                  to utilize the Item Processing Services.

            6.    In  a  manner  prescribed  by  Aurum,  Customer  will  balance
                  non-business  account  statement  cycles for monthly  periodic
                  statements so that approximately the same number of statements
                  are to be  prepared  on each of the no more than  twenty  (20)
                  Business Days during the month.  The Monthly  Statement  print
                  files will be  transmitted,  in a format  acceptable to Aurum,
                  including intelligent insertion marks or bar coding indicating
                  the number of Items to be enclosed with each statement.

            7.    Cooperate  with Aurum in the  performance  of Item  Processing
                  Services  and  provide  to Aurum  such  data and  information,
                  management  decisions,  regulatory  interpretations and policy
                  guidelines as Aurum reasonably requires.


                                       36
<PAGE>

            8.    Provide Aurum with contact list and  escalation  procedures to
                  insure that  production  problems and other  issues  requiring
                  Customer  attention  are  addressed  on a timely  basis by the
                  appropriate individual(s).

            9.    Be responsible for the  transportation of all Items,  records,
                  and other data between  Customer  offices and the  Transaction
                  Center and the related costs.

            10.   Appoint  Aurum as its agent for  purposes of  receiving  Items
                  from and returning Items to clearing  organizations.  Customer
                  will notify all appropriate  third parties of such appointment
                  and pay or  reimburse  Aurum for any  charges  payable to such
                  clearing  organizations for, or required as a condition to, so
                  receiving or returning Items.

            11.   Forward  directly to Aurum any On-Us items or other Items that
                  are posted by or on behalf of Customer  without  being entered
                  into the clearing process.

            12.   Networking and communication devices provided by Customer must
                  be  approved by Aurum to insure  compatibility  with the Aurum
                  System.

            13.   Provide  adequate  space  for the  installation  of  telephone
                  drop(s)  necessary to connect  Customer's  terminals  with the
                  telephone lines that communicate with the Aurum Systems. Aurum
                  agrees to schedule  with the  telephone  company the technical
                  aspects  of  said  installation  of  the  data  communications
                  telephone lines. Charges made by the telephone company for the
                  initial   installation   and   ongoing   costs   of  the  data
                  communications telephone lines along with any additional drops
                  or changes  to the drop  locations  in the future  will be the
                  responsibility of the Customer.

IV.   SERVICE CHARGES

      (a)   Basic Services
            --------------

            The monthly service fee for Basic Services is based on the volume of
            the described  services  multiplied by the unit cost/charge for that
            service.

<TABLE>
<CAPTION>
            (i)      Item Processing Services                   Unit Cost
<S>                                                               <C>
            Image Item Capture - POD/Proof and Transit            0.0220  Per item
            Image Item Capture - Inclearing                       0.0220  Per Item
            Image Item Capture - Low Speed Repair                 0.1470  Per Item
            Conventional Encoding - POD                           0.0290  Per Field
            Deposit Corrections (write off)                       0.5280  Per Item
            Deposit Corrections (documented)                      2.8420  Per Item
            Notice Print                                          0.0820  Per Notice
            Statement Print (Laser)                               0.0460  Per Impression
            Notice and Statement Rendering - Manual
            Without Items                                         0.3170  Per Statement
            Statement Rendering - Manual With Items               0.5280  Per Statement
            Statement Inserts - Manual                            0.0250  Per Insert
            Fine Sort, Serial Sort and Miscellaneous Sort         0.0120  Per Item
            Cycle Sort/Exception Item Pull                        0.0050  Per Item
            Warehousing                                           0.0020  Per Item
            Fax Copies                                            1.6240  Per Item
            Photocopies                                           1.0960  Per Item
            Outbound Returns                                      1.6240  Per Item
            Incoming Returns                                      0.6090  Per Item
            Large Item Notification (EARNS)                       2.4360  Per Item
            Manual Item Retrieval                                 3.2480  Per Item
            Adjustment Research                                  17.8600  Per Hour
</TABLE>


                                       37
<PAGE>

<TABLE>
<S>                                                              <C>            <C>
            Client Archive CD-ROM                                16.5000        Per Media
            Client Archive DVD-ROM                               81.0000        Per Media
            End-Customer CD-ROM Statement                          10.50        Per Media
            On-Line Image Archive Access                          0.0040        Per Prime Pass  Item

            Near-Line Access (7 year storage)                      Tiers        Per Month
            0 -- 50,000 prime pass items per month                350.00
            0 - 150,000 prime pass items per month                600.00

            Aurum Monthly Discount tier:
            $5,000 increments to the average base service
            charge ($5,242) in any processing month             (750.00)        Per Month
</TABLE>

            (ii)     Other Expense

<TABLE>
<CAPTION>
                     Description                                 Charge
                     -----------                                 ------
<S>                                                              <C>
                     Telecommunication Charges                   Customer Expense
                     EARNS Fees                                  Customer shall pay EARNS
                                                                 Invoices. Aurum shall not
                                                                 have any responsibility
                                                                 for EARNS charges for
                                                                 Customer.
                     Postage                                     Customer Expense
                     Zip Sorting                                 Customer Expense; Direct Bill by Zip Sort
                                                                 Vendor
                     Federal Reserve Courier                     Customer Managed; Customer Direct
                                                                 Expense
                     Other Courier                               Customer Managed; Customer Direct
                                                                 Expense
                     Mailing Supplies                            Customer Expense
                     Forms and Paper                             Customer Expense and
                                                                 Customer Provided,
                                                                 including but not limited
                                                                 to statement form,
                                                                 envelopes, general ledger
                                                                 tickets, custom control
                                                                 tickets

                     Document destruction                        Customer Expense
                     Technical Support                           Current Rate
</TABLE>

            (iii)    Minimum Monthly Charge.  If the aggregate  charges for Item
                     Processing  Services are less than  $4,455.00  per calendar
                     month,  Customer will be billed the minimum contract amount
                     of $4,455.00.

      (b)   One-time License Fees
            ---------------------

         Customer will be levied the following one-time charges for requested
licenses:

<TABLE>
<S>                                                  <C>                  <C>            <C>
            CD Statement Software License            1 - 24 copies        $225 each
                  (Price Based on the number of      25 - 49 copies       $200 each
                  bundled copies purchased at any    50 - 99 copies       $150 each
                  one time)                          100+ copies          $125 each      Per License
            On-Line Archive License                                                      Per Concurrent Session;
                                                                                         first two (2) licenses at no
                                                                          1,350.00       charge
            Near-Line Archive License                                                    Per Bank; WAIVED for
                                                                          6,500.00       the initial time
</TABLE>

      (c)   Conversion
            ----------

                                       38
<PAGE>

            Customer  will be levied a  one-time  charge of  $20,000.00  for the
            conversion of Item Image  processing.  The one-time  charge does not
            include   supplies,   forms,   telecommunications   network  design,
            telecommunications    line    installation    and   testing,    data
            communications  equipment at Customer and Aurum  Transaction  Center
            locations,  or travel-related  expenses. The one time fee is payable
            on the Effective  Date.  Aurum will quote charges for  additional or
            future conversions separately.

            Item Image Processing Conversion             $20,000.00 WAIVED

VII.  PROCESSING TIMES

      (a)   Customer Delivery Requirements
            ------------------------------

            --------------------------------------------------------------------
             Over-the-counter Items            Business Day --- Monday through
                                               Friday
                                               50% by 16:00
                                               100% by 18:00
            --------------------------------------------------------------------
             Inclearing Items                  Business Day - Monday through
                                               Friday
                                               RCPC by 09:30
                                               City by 13:30
            --------------------------------------------------------------------

      (b)   File Transmission Requirements
            ------------------------------

            --------------------------------------------------------------------
             Over-the-Counter Transmission by  Business Day - Monday through
             Aurum                             Friday
                                               24:00
            --------------------------------------------------------------------
             Inclearing Transmission by        Business Day - Monday through
             Aurum                             Friday
                                               18:00
            --------------------------------------------------------------------
             Notice Print Text File            Business Day - Monday through
             Transmission by Customer          Friday
             by Customer                       04:00
            --------------------------------------------------------------------
             Statement Print Text File         First Business Day following
             Transmission(s) Completed by      Statement Cycle Date
             Customer                          04:00
            --------------------------------------------------------------------
             Statement Reconciliation File     First Business Day following
             Transmission(s) Completed by      Statement Cycle Date
             Customer - Image Statement Only   06:00
            --------------------------------------------------------------------
             Exception Item File Transmission  Next Calendar Day
             Completed by Customer             02:30
            --------------------------------------------------------------------
             Return Item File Transmission by  Business Day - Monday through
             Customer                          Friday
                                               14:30
            --------------------------------------------------------------------

      (c)   Image Archive Available by Aurum
            --------------------------------

            --------------------------------------------------------------------
            Image Archive Available by         Next Calendar Day
            Aurum
            --------------------------------------------------------------------

      (d)   Exception Items or Cripple Statements Available for Pickup by
            -------------------------------------------------------------
            Customer
            --------

            --------------------------------------------------------------------
            Exception Items Available for      Next Business Day Monday through
            Pickup by Customer                 Friday
                                               07:30
            --------------------------------------------------------------------


                                       39
<PAGE>

      (e)   Notice Print Available for Pickup by Customer
            ---------------------------------------------

            --------------------------------------------------------------------
            Check and Notice Print             Next Business Day Monday through
            Available for Pickup by            Friday
            Customer                           07:30
            --------------------------------------------------------------------

      (f)   Zip Code Sort Vendor Release Time
            ---------------------------------

            --------------------------------------------------------------------
            Zip code Sort Vendor Release       Monday through Friday End of Day
            Time
            --------------------------------------------------------------------

VIII. SERVICE LEVEL STANDARDS

      Beginning on the first day of the calendar month immediately following the
      expiration of one hundred and twenty (120) days after the Operational
      Date, Aurum shall perform Services in such a manner so as to meet or
      exceed the following performance standards. Compliance with the
      Performance Standards will be determined on a monthly basis. Customer will
      report incidents of non-compliance to Aurum and Aurum will keep accurate
      records relating to such compliance. A failure by Aurum to meet a
      Performance Standard shall be deemed to be an "Occurrence". When
      reasonably possible, Customer must report incidents suspected to be
      Performance Standard Occurrences to Aurum within seventy-two (72) hours,
      or immediately upon becoming aware of the incident after the seventy-two
      (72) hour deadline.

      (a)   Performance Standards
            ---------------------

            1.    Inclearing Capture and Posting File Transmission

<TABLE>
<S>                                        <C>
            --------------------------------------------------------------------------------------------------
            Service                        See Section II, Item Processing Services
            Description
            --------------------------------------------------------------------------------------------------
            Prerequisites                  Inclearing Items are presented in the industry standard format of:
                                           - not greater than 250-300 items per batch and
                                           - listing for each bundle and
                                           - Item order matching listing and
                                           - one cash letter summary listing per sending endpoint.
                                           Inclearings Items are delivered to Aurum according to the
                                           schedule shown in Section VII, Processing Times.

                                           The MICR reject rate will not exceed 1%.
            --------------------------------------------------------------------------------------------------
            Performance                    Aurum will initiate the transmission of the Inclearing Item
            Standard                       Posting File to Customer's Data Processing Services Provider
                                           according to Section VII, Processing Times, eighty-nine percent
                                           (89%) of each month's Business Days on a rolling three (3) month
                                           average. Failure to initiate the Inclearings Item Posting File
                                           transmission by the applicable deadline is not considered to be a
                                           Performance Standard Occurrence unless Customer's Data Processing
                                           Services Provider is unable to post the Inclearing Item Posting
                                           File in a timely manner.
            --------------------------------------------------------------------------------------------------
            Measurement                    Aurum daily transmission report.
                                           Monthly Inclearing Item volume.
                                           Late transmissions reported by Customer to Aurum for review,
                                           validation and tracking.
            --------------------------------------------------------------------------------------------------
</TABLE>


                                       40
<PAGE>

            2.    Over-the-Counter Item Processing and Posting File
                  Transmission.

<TABLE>
<S>                                        <C>
            --------------------------------------------------------------------------------------------------
            Service                        See Section II, Item Processing Services
            Description
            --------------------------------------------------------------------------------------------------
            Prerequisites                  Proofs of Deposit Items are presented in a clean and
                                           orderly fashion.

                                           Pre-encoded Items are presented in the industry standard
                                           format of:
                                           -not greater than 250-300 items per batch and
                                           -listing for each bundle and Item order matching listing
                                           All items oriented in the same direction Single in separate
                                           bundles

                                           Proof of Deposit and Pre-encoded Items are delivered to
                                           Aurum according to the schedule shown in Section VII,
                                           Processing Times.

                                           The Pre-encoded Items MICR reject rate will not exceed 1%.
            --------------------------------------------------------------------------------------------------
            Performance                    Aurum will initiate the transmission of the Over the Counter Item
            Standard                       Posting File to Customer's Data Processing Services Provider
                                           according to Section VII, Processing Times, eighty-nine percent
                                           (89%) of each month's Business Days on a rolling three (3) month
                                           average. Failure to initiate the Over the Counter Item Posting
                                           File transmission by the applicable deadline is not considered to
                                           be a Performance Standard Occurrence unless Customer's Data
                                           Processing Services Provider is unable to post the Over the
                                           Counter Item Posting File in a timely manner.
            --------------------------------------------------------------------------------------------------
            Measurement                    Aurum daily transmission report. Late transmissions
                                           reported by Customer to Aurum for review, validation and
                                           tracking.

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

            3.    Statement Rendering

<TABLE>
<S>                                        <C>
            --------------------------------------------------------------------------------------------------
            Service                        See Section II, Item Processing Services
            Description
            --------------------------------------------------------------------------------------------------
            Prerequisites                  Delivery of printed statements, image match file and
                                           statement fine sort file according to the schedule
                                           contained in Section VII, Processing Times.

                                           Marketing inserts are available ten (10) Business Days
                                           prior to insertion; must be of a size, format and quality
                                           acceptable to Aurum.
            --------------------------------------------------------------------------------------------------
            Performance                    95% of non-Crippled Statements that can be machine-rendered will
            Standard                       be rendered and bear a postmark date not exceeding three
                                           (3) Business Days after the Business Day upon which Aurum
                                           receives the printed statements from Customer for non-month
                                           end statements and four (4) Business Days for month-end
                                           statements eighty-nine percent (89%) of each month's
                                           Business Days on a rolling three (3) month average.
            --------------------------------------------------------------------------------------------------
            Measurement                    Monthly statement volume.
            --------------------------------------------------------------------------------------------------
                                           Monthly report of statement activity maintained by Aurum.
            --------------------------------------------------------------------------------------------------
</TABLE>


                                       41
<PAGE>

            4.    Outgoing Return Item Processing and Large Item Notification

<TABLE>
<S>                                        <C>
            --------------------------------------------------------------------------------------------------
            Service                        See Section II, Item Processing Services
            Description
            --------------------------------------------------------------------------------------------------
            Prerequisites                  Complete Return Item data file transmission from Customers'
                                           Data Processing Services Provider has been received by the
                                           time specified in Section VII, Processing Times.

            --------------------------------------------------------------------------------------------------
            Performance                    1. On-time release of Return Item cash letter within time frames
            Standard                       required by applicable law ninety-five percent (95%) of each
                                           month's Business Days on a rolling three (3) month average.

                                           2. On-time electronic notification of dishonored Items of
                                           $2,500.00 or more within time frames required by law
                                           ninety-five percent (95%) of each month's Business Days on
                                           a rolling three (3) month average.
            --------------------------------------------------------------------------------------------------
            Measurement                    Aurum daily transmission log.
                                           Monthly Return Item volume.
                                           Monthly large item notification volume.
                                           Customer maintained log of late Return Items volume.
                                           Customer maintained log of late large item notifications
                                           volume.
                                           Late Return Items reported to Aurum for review, validation
                                           and tracking.
                                           Late large Item notifications reported to Aurum for review,
                                           validation and tracking.

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

            5.    Image Item Storage and Archive

<TABLE>
<S>                                        <C>
            --------------------------------------------------------------------------------------------------
            Service                        See Section II, Item Processing Services
            Description
            --------------------------------------------------------------------------------------------------
            Prerequisites                  The Inclearing Items MICR reject rate will not exceed 1%.

                                           The Pre-encoded Items MICR reject rate will not exceed 1%.

                                           Proof of Deposit Items are presented in a clean and orderly
                                           fashion.

                                           Pre-encoded Items are presented in the industry standard
                                           format of:
                                           - not greater than 250-300 items per batch and
                                           - listing for each bundle and Item order matching listing

                                           All items oriented in the same direction

                                           Inclearings, Proof of Deposit and Pre-encoded Items are
                                           delivered to Aurum according to the schedule shown in
                                           Section VII, Processing Times.
            --------------------------------------------------------------------------------------------------
</TABLE>


                                       42
<PAGE>

<TABLE>
<S>                                        <C>
            --------------------------------------------------------------------------------------------------
            Performance                    Availability each Business Day by the time specified in Section
            Standard                       VII, Processing Times of archived image Items eighty-nine
                                           percent (89%) of each month's Business Days on a rolling
                                           three (3) month average.
            --------------------------------------------------------------------------------------------------
            Measurement                    Aurum daily on-line reports.
                                           Customer reported instances where archived image Item access was
                                           late
            --------------------------------------------------------------------------------------------------
</TABLE>

      (b)   Certain Exceptions

            Notwithstanding anything contrary in this Agreement or the Sections,
            Aurum will not be responsible for, and may exclude from the
            calculation of compliance with the Performance Standard, any failure
            to meet a Performance Standard if, during, and to the extent that
            such failure is related to or caused by (i) any matter constituting
            force majeure, (ii) Customer's failure to perform its obligations
            under this Agreement where such failure was the proximate use of the
            failure to meet the Performance Standard, (iii) special production
            jobs, testing procedures or other services which are given priority
            at the request of the Customer, (iv) any significant increase in
            processing volumes or business resulting from the acquisition,
            directly or indirectly, of assets or stock of a financial
            institution by Customer, whether by merger or otherwise, (in each
            case during a reasonable transition period to be agreed upon by
            Aurum and Customer in good faith), (v) significant unforeseen
            increases in processing volumes or business or any significant
            change in the nature or scope of Services provided under this
            Agreement (in each case during a reasonable transition period to be
            agreed upon by Aurum and Customer in good faith), (vi) any
            significant change in the manner in which Customer conducts its
            business (in each case during a reasonable transition period to be
            agreed upon by Aurum and Customer in good faith). Multiple
            Occurrences on consecutive Business Days for the same Performance
            Standard which result from the same or proximate use will be
            considered a single Occurrence. An incident which results in missing
            multiple Performance Standards will be considered a single
            Performance Standard Occurrence which will be categorized (for
            tracking purposes) based on how Customer reports the failure to
            Aurum.

      (c)   Remedy for Occurrences
            ----------------------

            In the event that four (4) Occurrences take place during any six (6)
            month period with respect to the same Performance Standard, then,
            for a period of thirty (30) days after receipt by Customer of a
            report from Aurum reflecting the fourth Occurrence, Customer will
            have the right to terminate this Agreement, through delivery of
            written notice to Aurum; provided the effective date of such
            termination will not be less than ninety (90) days after receipt by
            Aurum of such notice.

            Customer's right to terminate this Agreement pursuant to the
            provisions of this Section will constitute Customer's sole remedy
            with respect to any data processing Occurrences.

      (d)   Review of Performance Standards
            -------------------------------

            Aurum and Customer acknowledge that changing requirements may from
            time to time require modification to Performance Standards.
            Accordingly, Aurum and Customer agree to review Performance
            Standards from time to time and shall negotiate in good faith to
            arrive at mutually agreeable revisions to the Performance Standards.

IX.   LIQUIDATED DAMAGES

      The parties acknowledge that upon termination of this agreement for any
      reason, Aurum will incur damages resulting from such termination that will
      be difficult or impossible to ascertain.


                                       43
<PAGE>

      Prior to such termination, except termination by Customer for a material
      default, under "Remedy for Occurrences" under Article V111(c) or for
      insolvency, bankruptcy or the like, and in addition to all other amounts
      then due to Aurum, Customer will pay to Aurum as reasonable liquidated
      damages (and not as a penalty) the sum of (a) all costs reasonably
      incurred by Aurum in connection with such termination, including
      telecommunication line disengagement expenses and costs of terminating
      leases on or shipping or storing any equipment provided to Customer by or
      through Aurum under this agreement, a 25% management fee on such costs,
      Aurum's charges for any additional services requested by Customer for
      de-conversion assistance and Aurum's then standard charges for any test or
      de-conversion tapes and (b) the product of (1) the average monthly charge
      to Customer for services under this agreement during the 12 calendar
      months immediately preceding the calendar month in which notice of
      termination was given, (2) the total number of months remaining in either
      the term then in effect from the effective date of the termination and (3)
      80% for termination on or before the end of the second year following the
      Beginning Date for Services, 70% for termination after the end of second
      year following the Beginning Date for Services but before the end of the
      third year following the Beginning Date for Services, 60% for termination
      after the end of the third year following the Beginning Date for Services
      but before the end of the fourth year following the Beginning Date for
      Services and 50% for termination after the end of the fourth year
      following the Beginning Date for Services. If this agreement has been in
      effect less than 12 calendar months prior to the giving of the notice of
      termination, then the parties will compute the amount due under subsection
      (b) above using the average monthly charge for services made during such
      lesser number of calendar months. If termination of this agreement occurs
      prior to the providing of any services, then the parties will compute the
      amount due under subsection (b) above assuming an estimated monthly charge
      that Aurum would have reasonably expected.

      In the case of termination by Customer under "Remedy for Occurrences"
      under Article VIII(c) or for a material default or for insolvency,
      bankruptcy or the like, Customer will pay to Aurum only the amounts set
      forth in subsection (a) of the preceding paragraph.

      Aurum may, at its option, invoice Customer for the greater of (a) Aurum's
      good faith estimate of the termination costs or (b) the aggregate of the
      charges payable to Aurum for the 2 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.

      Aurum will invoice and Customer will pay all amounts payable under this
      section prior to the earlier of (a) the effective date of such termination
      or (b) the release to Customer of any test tapes or other data or
      information of Customer.


                                       44
<PAGE>

                         Home Banking Archive Interface
                                    Exhibit A
                   Home Banking Archive Interface Product Fees

--------------------------------------------------------------------------------
            Service                                  Unit             Unit Price
--------------------------------------------------------------------------------
Conversion (One-Time) Fee is based upon the
following schedule as applied against the
Customer's asset volume.                             Bank
--------------------------------------------------------------------------------
$0 - $100,999,999                                                     $5,000.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
The Monthly Fee is based upon the following
schedule as applied against the Customer's asset
volume.
--------------------------------------------------------------------------------
$0 - $100,999,999                                                       $150.00
--------------------------------------------------------------------------------
$101,000,000 - $300,999,999                                             $200.00
--------------------------------------------------------------------------------

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

Other terms:

o The Monthly Fee is based on the asset size of the institution on the December
31 call report, and will be reviewed on April 1st of each year


                                       45