DATA PROCESSING AGREEMENT

Ipswich Savings Bank
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Customer Name

23 Market Street                             2/20/97
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Street Address                            Date

Ipswich. MA  01938
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City, State and Zip Code

NCR CORPORATION  ("NCR") and the Customer named above  ("Customer',)  agree that
all Services and Materials  acquired from NCR,  either  directly or  indirectly,
will be furnished only under the terms and conditions of this Agreement.

1.0 DEFINITIONS

1.1 "Agreement" is defined as this Data Processing Agreement.

1.2 "NCR" means NCR Corporation.

1.3  "Contract"  is defined as the content of this  Agreement  together with the
contents  of an Order for  Services  and/or  Materials  placed by  Customer  and
accepted by NCR while this Agreement is in effect.

1.4 "Data Processing Services", or "DP Services",  are defined as those services
performed by NCR in the handling and  processing  of  Customer's  data at an NCR
"Data Processing Center" ("DPC").

1.5  "Material" is defined as all tangible  items  provided  Customer  under the
Contracts and includes  Software,  instructions,  literature,  input/output data
communications equipment and supplies.

1.6 "Software" is defined as all programs  which run on a computer  system which
is not  resident in an NCR DPC,  whether  referred to as  software,  firmware or
otherwise, and related documentation,  furnished by NCR to Customer, on whatever
media,  whether separately  licensed by NCR, or provided as a result of Software
Services. Software includes copies, portions, and modified versions of Software.
Software may include programs and related documentation which are owned by third
parties and sublicensed by NCR to Customer.

1.7  "Order" is  defined  as an Order for  Services  and/or  Material  placed by
Customer  on an NCR Order Form which sets forth a  description  of the  Services
and/or Material together with the pertinent specifications and schedules.

1.8 "Services" include Data Processing  Services and all other services rendered
by NCR.

2.0 Term
This Agreement will become effective upon acceptance by NCR and remain effective
until  terminated  by either  party with at least one hundred  eighty (180) days
prior  written  notice.  Termination  of this  Agreement  will not terminate the
obligations  of any existing  Contract  between the parties which shall continue
for the term specified in the applicable Order.
<PAGE>
3.0 ENTIRE AGREEMENT

3.1 The  Contract  between NCR and  Customer  constitutes  the entire  agreement
between the parties relating to the Services and Material ordered and supersedes
all prior agreements,  understandings (oral and written), negotiations, letters,
proposals or other matters with respect thereto, except as attached to the Order
and specifically incorporated by reference. NCR RESERVES THE RIGHT TO REJECT ANY
ORDER.

3.2 If any provision of this Agreement or of any Order is illegal,  invalid,  or
void under  Federal or State law, it will be severable;  however,  the remaining
provisions will not be impaired.

4.0 SUPPLIES
Unless specified in the Contract, supplies are not provided by NCR

5.0 HOURS OF OPERATION
DP Services  are  performed  at one or more NCR DPCs during the hours and on the
days specified in the Order.

6.0 DATA INPUT AND TRANSMISSION

6.1 Customer  will deliver or transmit  input data to the DPC at its own expense
and will pay the expense of return delivery or transmission. Input media must be
in good  condition,  and the data  format  must meet NCR's  specifications.  Any
incorrect  or  unusable  input  data  will  be  corrected,  regenerated,  and/or
retransmitted by Customer. At NCR's option, resulting delays may extend the time
for processing.

6.2 In the event input data is to be received  from multiple  locations,  NCR is
not obligated to commence processing until all data is received at the DPC.

7.0 REPORT PROCESSING AND DELIVERY
Except as otherwise  provided  herein,  reports and media to be furnished by the
DPC will be made  available  to  Customer  at the DPC or be made  available  for
transmission  to  Customer  at the time  specified  in the  Order.  If  Customer
requires  delivery or  transmission,  Customer will arrange and pay for required
transportation or transmission.

8.0 INVOICING. TAXES AND PAYMENT
8.1  NCR  will  invoice  Customer  as  specified  by an  Order,  plus  shipping,
distribution,  installation  charges,  deinstallation  charges,  and  applicable
taxes.  Prices stated on Orders do not include  taxes  whether  levied on NCR or
Customer.

8.2 Invoices are due and payable upon receipt unless  otherwise  provided by NCR
If Customer fails to pay any amount within thirty (30) days after written notice
of its delinquency,  NCR may suspend or terminate performance immediately (or as
soon  thereafter  as  permitted  by law).  Customer is liable for  reinstatement
charges.

8.3  Delinquent  accounts  bear  service  charges at the rate  specified  on the
invoice,  or the  maximum  rate  allowed  by law,  whichever  is less.  If it is
necessary  to refer any claim for  collection,  NCR is  entitled  to recover the
reasonable and necessary costs and expenses of collection,  including attorneys'
fees.

9.0 RESPONSIBILITIES OF CUSTOMER
9.1 Customer  agrees that  Services  rendered and Material  furnished  shall not
relieve the Customer from any obligation to maintain records.
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9.2 Customer is at all times responsible for implementation and operation of its
accounting,  management,  and reporting systems,  audit functions,  and recovery
routines and for  operating  and  maintaining  input/output  equipment and other
on-site computer  equipment.  Services  rendered and Materials  furnished by NCR
will not impose upon nor transfer to NCR the responsibility for such functions.

9.3 In the event any  equipment is furnished to Customer  under this  Agreement,
title shall remain in NCR Customer  shall not transfer  possession of, allow any
lien against, or prejudice NCR's ownership of such equipment. Customer agrees to
execute documents reasonably required to ensure NCR's title and ownership.  Upon
termination of a Contract under which  equipment is furnished to Customer,  such
equipment  will be  returned  to NCR in as  good  condition  as  when  received,
reasonable wear and tear excepted.

9.4 Customer  will notify the DPC in writing in advance  when system  parameters
for DP Services are to be changed or portions of files are to be deleted.

9.5  With  respect  to  DP  Services,  corrections  necessitated  by  Customer's
incorrect  posting or defective  input will be entered in subsequent  processing
runs unless the DPC can produce the corrected reports and Customer agrees to pay
for the additional processing required at the then current rates.

9.6 Loss or  contamination  of data,  damage  to  media,  or other  difficulties
attributable  to  supplies,   input  media,  or  data  format  not  meeting  NCR
specifications,  and any delays resulting  therefrom,  will be solely Customer's
responsibility and corrections will be at Customer's expense.

9.7 Customer will check and balance each DP Service report upon receipt and will
reconcile  its  reports.  Failure of Customer to notify NCR within two  business
days  after  receipt  of any  discrepancies  will be deemed  acceptance  of such
reports as complete and satisfactory performance by NCR

9.8 To  mitigate  against the  possibility  of loss of input data or of Customer
data maintained by NCR, Customer agrees to maintain in a safe place,  other than
at the DPC,  source  and  backup  data  sufficient  for file and input  data re-
creation.  Nothing shall relieve Customer of this responsibility.  Customer will
provide,  at its own expense,  insurance  coverage against loss of data and will
take precautions required by law or regulation.

9.9 NCR maintains  fidelity coverage to protect itself from losses suffered as a
result of wrongful or  dishonest  acts  committed by its  employees  and agents,
including contract  programmers.  Customer is responsible for purchasing its own
coverage to protect  itself from  wrongful or  dishonest  acts  committed by its
employees.

9.10 Customer agrees to purchase from NCR, Customer's entire requirement for the
types of Services  ordered under this Agreement  during the term hereof.  In the
event  Customer  fails to  purchase  from NCR its  entire  requirement  for such
Services;  Customer agrees to pay NCR the prorata termination charge attached to
the Order.

9.11 The Agreement shall be considered confidential by Customer. Customer agrees
not to  disclose  the  Agreement  or its terms to any person  other than NCR, an
employee  of  Customer  who  reasonably  needs  access  to  the  Agreement  or a
representative   of  a  Federal  or  State  regulatory  agency  pursuant  to  an
examination of Customer.

9.12 Customer,  as a user of an ATM interchange,  indemnifies and agrees to hold
harmless NCR, its officers, directors, employees and agents from and against any
and all  liability  and every loss,  cost,  claim,  demand,  cause of action and
expense (including, without limitation, the cost of investigating any claim, the
cost of litigation and attorney,s  fees,  whether or not legal  proceedings  are
instituted)   paid  or  incurred  by  any  one-or  more-of  them  arising  from,
attributable  to, or in  connection  with,  the ATM  interchange  or  Customer's
participation  in the  interchange.
<PAGE>
Customer  acknowledges that it is solely responsible for its own compliance with
all  applicable  federal,  state and local laws and  regulations,  and agrees to
indemnify and hold harmless NCR, its officers,  directors,  employees and agents
from and against any and all  liability  and every loss,  cost,  claim,  demand,
cause of action and  expense  arising  out of any act or omission by Customer in
violation of any such law or regulation. NCR will! not be liable to Customer for
any loss, cost, damage,  claim,  demand,  cause of action or expense (including,
without limitation,  the cost of investigating any claim, the cost of litigation
and attorney's fees,  whether or not legal  proceedings are instituted),  or any
compensatory,  punitive, special, incidental or consequential damages (including
loss of profits), arising from or in connection with any use or operation of the
ATM interchange or failure to use or operate the ATM interchange.

10.0 RESPONSIBILITIES OF NCR

10.1 When  performing DP Services NCR will exercise  reasonable care in handling
Customer's  input media and data.  In the event errors in or loss to  Customer's
data  result  from the  fault or  negligence  of NCR,  NCR will,  to the  extent
commercially reasonable, correct such errors at its own expense.

10.2 NCR'S LIABILITY AND CUSTOMER'S SOLE REMEDY IN THE EVENT OF LOSS OF MEDIA OR
DATA, ERRONEOUS PROCESSING,  OR DAMAGE OR CONTAMINATION TO EITHER DATA OR MEDIA,
WILL BE LIMITED TO REPLACEMENT  OF THE MEDIA ON WHICH DATA IS STORED,  AND/OR TO
THE EXTENT COMMERCIALLY REASONABLE, CORRECTION OF ERRORS IN PROCESSING. CUSTOMER
WILL ALWAYS MAINTAIN  BACKUP DATA AS PROTECTION  AGAINST SUCH LOSS,  DAMAGE,  OR
CONTAMINATION.

10.3 EXCEPT AS OTHERWISE STATED,  ANY EQUIPMENT,  SERVICES OR MATERIALS PROVIDED
BY NCR PURSUANT TO THIS  AGREEMENT  ARE PROVIDED  WITHOUT  WARRANTY OF ANY KIND,
EXPRESS OR  IMPLIED,  INCLUDING  BUT NOT LIMITED TO THE  IMPLIED  WARRANTIES  OF
MERCHANTABILITY,  FITNESS  FOR A  PARTICULAR  PURPOSE AND THOSE  ARISING  FROM A
COURSE OF DEALING. UNLESS SPECIFICALLY SET FORTH HEREIN, NCR SHALL NOT BE LIABLE
FOR ANY EXPENSES OR DAMAGES  INCURRED BY CUSTOMER,  WHETHER INTERNAL TO CUSTOMER
OR PAID BY  CUSTOMER TO ANY THIRD  PARTY,  WHICH MAY ARISE OUT OF FAILURE OF THE
EQUIPMENT  OR MATERIALS  TO FUNCTION OR DUE TO ANY  MALFUNCTION  OF EQUIPMENT OR
MATERIALS  OR NCR'S  FAILURE  TO  PROVIDE  SERVICES  AS SET FORTH  HEREIN,  UPON
WHATEVER CAUSE OF ACTION ANY CLAIM IS BASED, EXCEPT THAT NCR SHALL BE LIABLE FOR
PERSONAL   INJURY,   INCLUDING  DEATH,  AND  FOR  DAMAGE  TO  REAL  OR  TANGIBLE
PERSONAL-PROPERTY,  UP TO  $1,000,000  PER  OCCURRENCE  FOR SUCH DAMAGE,  TO THE
EXTENT CAUSED BY NCR'S NEGLIGENCE OR WILLFUL  MISCONDUCT.  CUSTOMER'S RIGHTS AND
REMEDIES  SET FORTH IN THIS  AGREEMENT  ARE  EXCLUSIVE  AND IN LIEU OF ALL OTHER
RIGHTS AND REMEDIES RELATED TO ANY CONTRACT OR SERVICES.

10.4 NCR WILL NOT BE RESPONSIBLE FOR ERRORS OR DELAYS  RESULTING FROM THE FAULTY
TRANSMISSION  OF DATA  FROM  CUSTOMER  OR FOR  DELAYS  IN  PROCESSING  OR IN THE
DELIVERY OF THE  PROCESSED  DATA DUE TO CAUSES  BEYOND ITS CONTROL.  IN NO EVENT
WILL NCR BE LIABLE FOR ANY INDIRECT,  INCIDENTAL OR CONSEQUENTLY DAMAGES, OR FOR
LOSS OF  PROFITS,  REVENUE  OR DATA,  WHETHER  IN AN ACTION IN  CONTRACT,  TORT,
PRODUCT LIABILITY,  STATUTE OR OTHERWISE,  EVEN IF ADVISED OF THE POSSIBILITY OF
THOSE DAMAGES, ARISING FROM THIS AGREEMENT OR ITS PERFORMANCE.

11.0 REGULATORY AGENCIES AND OTHER LEGAL REQUIREMENTS
11.1 The data,  records and reports to be  generated,  received or maintained by
NCR under this  Agreement  may be subject to  examination  by Federal  and State
regulatory agencies that have jurisdiction over Customer's business, to the same
extent as such records would be subject if they were  maintained and produced by
Customer itself on its own premises.  Any Services and Materials required of NCR
as a result of such examination which are not specifically  included in an Order
will  be  furnished  by NCR at  NCR's  then-current  rates  upon  payment  terms
specified by NCR at the time such Services and Materials are  furnished.  Master
File data shall only be  furnished  subject  to the terms of Section  13.1.  NCR
agrees to allow  reasonable  audits by and on behalf of  Customer.  NCR may make
reasonable  charges to Customer of expenses  incurred by NCR in connection  with
any such audit.
<PAGE>
11.2 Customer will be solely  responsible  for maintaining  records  required by
Federal  and State  regulatory  agencies.  The data,  records  and reports to be
generated,  received,  or maintained by NCR in the performance of a Contract are
not represented to comply with either Federal or State regulatory requirements.

11.3 Customer shall have the responsibility of notifying the appropriate Federal
and State regulatory  agencies,  in accordance with their  requirements,  of all
information required concerning the DP Services,  including, but not limited to,
the commencement of,  termination of, and methods and control  procedure used in
processing Customer's data.

11.4 NCR shall use  reasonable  efforts to  incorporate  regulatory  updates and
changes as required in the Services provided by NCR

11.5 NCR shall use reasonable efforts to notify Customer of system changes which
materially affect the Services provided by NCR to Customer.

12.0 SYSTEM CAPABILITY

12.1 CUSTOMER IS RESPONSIBLE  FOR VERIFYING,  IN ADVANCE OF THE  COMMENCEMENT OF
SERVICES BY NCR, THAT THE SERVICES,  REPORTS,  METHODS,  TECHNIQUES AND SOFTWARE
CONTRACTED FOR ARE SUITABLE FOR THE CUSTOMER'S  INTENDED PURPOSE,  AND THAT WHEN
FUNCTIONING  IN  ACCORDANCE  WITH THE  APPLICABLE  CONTRACT,  THEY WILL  FULFILL
CUSTOMER'S REQUIREMENTS.

12.2 Customer agrees to maintain a sufficient number of competent  personnel for
training,  implementation, and use of the Services and Materials to be furnished
by NCR pursuant to the Order.

13.0 RETENTION OF DATA FILES

13.1 Upon termination of DP Services,  NCR will furnish  Customer,  upon written
request,  Customer's  master file data maintained by NCR. Such data will be in a
format  available  at  NCR  and  will  be  provided  only  after  return  of NCR
Confidential  Material and payment of any outstanding charges due NCR, including
charges for accrued  development  expenses  and early  termination,  if any, and
charges for master file media and reproduction services.  Customer hereby grants
NCR a security  interest  in the Master File which shall be released by NCR upon
payment by Customer of any outstanding charges.

13.2 NCR may destroy  Customer's input data and materials thirty (30) days after
final use of such  materials  for  processing.  At Customer's  expense,  NCR may
retain data for an additional agreed upon period.

13.3 Upon notice of intent to terminate this Agreement,  if requested,  NCR will
provide  Customer with all current  Customer  account  information  contained in
NCR's then current files in the standard machine format and media used by NCR at
the time. All costs  (programming,  materials,  computer time, etc.) incurred by
NCR in producing  said records will be paid by the Customer in  accordance  with
the then current NCR price schedule.

14.0 NCR CONFIDENTIAL MATERIAL
14.1 NCR Confidential  Material includes Software,  all other material furnished
by NCR relating to Services,  Software, equipment and supplies furnished by NCR,
and all copies,  portions of and information contained therein. NCR Confidential
Material shall at all times remain the property of NCR or of NCR's licensor,  as
the case may be.

14.2  Customer  shall not:  (i) sell,  rent,  loan,  disclose,  communicate,  or
otherwise directly or.indirectly make available NCR Confidential Material to any
other party;  (ii)  disassemble,  decompile or  otherwise  reverse  engineer any
Software;  or (iii) make any copies of NCR  Confidential  Material  without  the
prior  written  authorization  of NCR.  The  copyright  notices  and  any  other
proprietary  legends  of  NCR  and,  if  applicable,-  its  licensor,  shall  be
reproduced  by Customer on all copies,  portions,  and modified  versions of NCR
Confidential  Material,  including those in machine-readable  form, and Customer
shall maintain records of the number of all such copies,  portions, and modified
versions.
<PAGE>
14.3  Except  as  otherwise  specifically  set  forth  in this  Agreement,  upon
termination  of this  Agreement for any reason,  all NCR  Confidential  Material
shall be immediately returned by Customer to NCR.

15.0 CONFIDENTIALITY

15.1 For a period of two (2) years  from the date of  disclosure,  NCR shall use
reasonable  efforts to  prevent  the  disclosure  to any other  person,  firm or
corporation  of the customer  input data received  from Customer for  processing
("Confidential Information").

15.2  Customer  will  indemnify  and hold NCR  harmless  from  and  against  any
liability or forfeiture arising out of NCR's compliance with any Customer demand
or direction relating to NCR's receipt,  processing,  retention,  disclosure, or
non-disclosure  of Customer's  Confidential  Information,  data,  and processing
results.

16.0 DISPUTES

16.1  "Dispute"  means any  controversy  or claim  between  Customer and NCR. It
includes controversies or claims that are related directly or indirectly to this
Agreement,  any Contract or any Services,  whether  based on contract,  statute,
tort,  fraud,  fraudulent  inducement,  misrepresentation,  or  other  legal  or
equitable theory, whenever brought,  between Customer and NCR or any of NCR's or
Customer's employees or agents.

16.2 Dispute  Negotiation -- NCR and Customer agree to use good faith efforts to
resolve  any Dispute  promptly  and fairly.  If NCR and  Customer  are unable to
resolve  a  Dispute  by  negotiation,   both  parties  agree  to  submit  it  to
arbitration.

16.3  Arbitration  -- If a Dispute  is not  successfully  resolved,  it shall be
subject to binding  arbitration under the then-current  rules and supervision of
the American  Arbitration  Association  ("AAA").  The Federal Arbitration Act, 9
U.S.C.  Sections 1 to 16, not Ohio law,  will  govern the  arbitrability  of all
claims. A single  arbitrator who is  knowledgeable  in business  information and
electronic  data   processing   systems  will  conduct  the   arbitration.   The
arbitrator's  decision and award will be final and binding, and either party may
enter it in any court with jurisdiction.  The arbitrator will not have authority
to award  punitive  or other  non-compensatory  damages  to  either  party.  The
arbitration  will be held in the city where the AAA regional  office  closest to
Customer's headquarters is located. Each party will bear its own attorney's fees
and related costs associated with the arbitration. NCR and Customer will pay all
other costs and expenses of the arbitration as the rules of the AAA provide.

17.0 TERMINATION

17.1 Either party may terminate an Order if:

           A.A party files a petition of bankruptcy or receivership, or makes an
assignment  for the benefit of  creditors,  or should a receiver be appointed or
applied for; or

           B. A party is  unable  to cure a  default  of any of its  obligations
hereunder  within  thirty  (30) days of written  notice  being  received  by the
defaulting party.

If NCR is unable to cure a default,  pursuant to this paragraph  17.1,  Customer
may terminate an Order without  obligation to NCR for early termination  charges
as defined  below.  Customer is liable to NCR for all other  invoices,  charges,
etc., outstanding as of the termination date.
<PAGE>
17.2  Customer may terminate  for  convenience  an Order prior to the end of any
term.  In  the  event  of  such  early  termination,  Customer  will  pay  NCR a
termination  charge  equal to 80% of the average  monthly  billing  charges that
would  have been paid to NCR  during  the  remainder  of the Term.  The  average
monthly  billing  charge is the greater of the proposed  monthly  billing or-the
average monthly billing during the most recent Term, and includes processing and
network  management  services.  In  addition,   NCR  shall  retain  any  deposit
previously  paid by and/or  due from  Customer,  the  amount  of the  additional
extended discount for the portion of the term used, and any other charges due to
NCR as of the  termination  date.  Section 17.2 is superseded as outlined in the
Addendum (page 30) and Schedule A (page 31).

17.3 Upon receiving  Customer's  notice of intent to terminate,  NCR will,  when
requested and when all invoices due have been paid, provide Customer with all of
the  Customer's  account  information  contained in NCR's  current  files.  This
information will be provided in the standard machine format on media used by NCR
at the time. All costs for programming, materials, computer time, etc., incurred
by NCR will be paid by the Customer in accordance  with the  then-current  price
schedule.

17.4 Upon  termination,  Customer will, at its expense,  immediately  return all
copies of NCR Confidential Material to NCR.

18.0 OFFICE OF THRIFT SUPERVISION
18.1 NCR agrees  that  during the term of this  Agreement,  the Office of Thrift
Supervision  (OTS) will have the  authority and  responsibility  provided to the
other  regulatory  agencies  pursuant to the Bank  Service  Corporation  Act, 12
U.S.C.  Section  1867(c).  If applicable  to Customer,  NCR will provide the OTS
District Director of the district in which the DPC providing Services under this
Agreement is located with a copy of the current third party review report when a
review by the OTS has been performed.  NCR agrees to annually provide the OTS of
the district in which the DPC providing Services under this Agreement is located
with a copy of NCR's parent  corporation,  NCR Corp.,  current audited financial
statements.

18.2 NCR  agrees to release  the  information  necessary  to allow  Customer  to
develop a disaster  contingency plan which will work in concert with NCR's plan.
NCR's disaster  recovery plan for all DPC's is reviewed on an annual basis.  The
communications  portion of disaster  recovery is tested every year on a rotating
basis. NCR will release the results of the disaster recovery contingency test to
Customer on an annual basis.

19.0 ASSIGNMENT: NON-WAIVER

19.1  Neither  Customer  nor NCR may  assign  this  Agreement  or its  rights or
obligations  under it without the express written  consent of the other,  except
NCR may assign this Agreement to its parent corporation or any of its affiliates
and may use subcontractors to fulfill its obligations.

19.2 Failure to enforce any Contract term is not a waiver of future  enforcement
of that or any other term.

20.0 PROCESSING PRIORITIES

DP Services  have  processing  priority  over other  services at the DPC. In the
event  that  processing  cannot  continue  on-site,  DP  Services  will  receive
processing priority over other services at the back-up processing site.

21.0 NOTICES

Notices  required or authorized in this  Agreement  shall be given by private or
public delivery/mail service providing for receipted delivery, to the Customer's
address above,  or if to NCR to the DPC primarily  responsible  for providing DP
Services to Customer, and shall be deemed received upon receipted delivery.

SECTIONS  22.0  THROUGH  26.0 ARE ONLY  APPLICABLE  IN THE  EVENT  NCR  LICENSES
SOFTWARE TO CUSTOMER AND, TOGETHER WITH THE REST OF THIS AGREEMENT, SHALL GOVERN
SOFTWARE LICENSING.
<PAGE>
22.0 SOFTWARE LICENSE

22.1  Subject  to  acceptance  of the Order by NCR,  payment  of the  applicable
license fee entitles Customer to the use of the Software  according to the terms
of this Agreement until the one-time license is terminated pursuant to the terms
hereof.  Payment of the  license  fee set forth on an  accepted  order  entitles
Customer to a non-transferable and non-exclusive license to use Software only on
the  designated  equipment and only during the period  Customer is using and has
paid for both Data Processing  Services and Software  support  services.  If the
designated equipment becomes temporarily  inoperative,  the Software may be used
on back-up  equipment  for the period during which the  designated  equipment is
inoperative.  Customer  may  make  a copy  of the  Software  solely  for  backup
purposes. Certain Software may include means to limit or inhibit copying. Unless
otherwise  authorized in writing by NCR, Customer shall not: (i) make available,
or cause  to be made  available,  any  Software  for the use of or by any  other
party, whether or not for consideration;  (ii) sublicense or distribute Software
to any third party;  (iii) modify the Software;  or (iv)  transmit,  directly or
indirectly,  or  use  Software  outside  the  United  States,  unless  otherwise
authorized in writing by NCR, in which case  Customer  shall obtain any required
governmental authorizations and permits.

22.2 The term of the license for the Software shall begin upon delivery,  except
when a test period is provided,  in which case the earlier of (a)  expiration of
the test  period,  or (b) the date the  Software is put into  productive  use. A
license for Software:  (i) may be terminated  pursuant to Sections 14.0 and 17.0
of this Agreement; (ii) automatically terminates when Customer ceases to use the
Software  in  connection  with the  designated  equipment;  (iii)  automatically
terminates when Customer ceases to use or pay for Data Processing  Services;  or
(iv) may be terminated  immediately  by NCR if Customer fails to comply with the
requirements of this Section and Section 22.1. Upon expiration or termination of
a license for any reason,  Customer  shall cease to use the Software,  delete it
from its library, and return it to NCR.

22.3 If Customer elects to terminate a license for Software,  that license shall
not be  considered to have been  terminated  by the  Customer,  unless and until
Customer returns the Software to NCR.

23.0 SOFTWARE SUPPORT SERVICES
NCR may provide  software  support  services  for  Software  that it licenses to
Customer.  If NCR provides  such support and Customer  orders it, then NCR shall
provide  software support services for the Software for a support fee to be paid
by Customer.  The initial fee shall be set forth on the Order,  but such fee may
be  increased by NCR after a 30-day  notice to the  Customer.  Software  support
services  are limited to  answering  reasonable  questions,  reasonable  ongoing
education, and providing updates when available.

24.0 PROGRAMMING SERVICES
"Programming Services" is creating a program or modifying an existing program to
perform  functions  or to cause to  function in a  particular  manner by NCR for
Customer.  Customer  may order  programming  services  from NCR.  The Order will
contain a description of the work and the applicable fee. NCR shall be the owner
of the product of Programming Services.

25.0 PATENT. COPYRIGHT AND TRADE SECRET INDEMNIFICATION
25.1 NCR will indemnify,  defend, and hold Customer harmless with respect to any
legal action, and will pay the cost of any settlement and any damages awarded as
a result of such legal action against Customer,  based on an allegation that the
Software furnished by NCR hereunder infringes a United States patent, copyright,
or trade secret.

25.2 If Customer's use of the Software is enjoined  because of an  infringement,
or if, in NCR's  opinion,  the  Software  is likely to become the  subject of an
infringement  claim,  NCR will,  at its option:  (i) procure  for  Customer  the
continued  use of the  Software;  (ii) replace or modify the Software so that it
becomes  non-infringing;  or (iii) if either of these options is not  reasonably
feasible,  terminate the license and return to Customer all fees paid to NCR for
the use of such infringing  Software,  less a reasonable value for the prior use
thereof.
<PAGE>
25.3 NCR shall not have any  liability to Customer  under any  provision of this
section:  (i) if any  infringement or allegation of infringement is based on the
use of any Software in  combination  with any program or equipment not furnished
by-NCR;  (ii) if the  infringement  claim  relates to Software  which is used by
Customer in a manner for which it was not designed;  (iii) if Customer  fails to
promptly notify NCR in writing of any legal action or allegation of infringement
or thereafter fails to provide NCR with all reasonable and necessary cooperation
in the defense or settlement  of such claims;  or (iv) if NCR does not have sole
control  of the  defense  of any  legal  action  and  all  negotiations  for its
settlement.  THE ABOVE  STATES  THE  ENTIRE  LIABILITY  OF NCR WITH  RESPECT  TO
INFRINGEMENT OF PATENTS,  RIGHTS, OR TRADE SECRETS, FOR ALL EQUIPMENT,  SERVICES
AND MATERIAL PROVIDED UNDER THIS AGREEMENT.

26.0 WARRANTY AND LIMITATION OF LIABILITY
NCR  warrants  that  Software  when  operating  in  conjunction  with  unaltered
associated  software on designated  equipment,  and within required  operational
conditions,   will   reasonably   comply   during  the  test   period  with  the
Customer-level   documentation   furnished   to   Customer.   NCR   assumes   no
responsibility  for Software which has been altered or modified.  Customer shall
determine  compliance during the 30-day test period which commences  immediately
following  delivery.  If,  during the test period,  the  Software,  exclusive of
documentation,  is found to be not  complying,  NCR  shall  effect a  resolution
(which may be a subsequent  issue) or terminate the license for the Software and
in such event the  applicable  license fees  previously  paid to NCR by Customer
will be  refunded.  THIS  LIMITED  WARRANTY  STATES ALL OF NCR'S  LIABILITY  AND
CUSTOMER'S EXCLUSIVE REMEDIES WITH RESPECT TO SOFTWARE.  AFTER THE EXPIRATION OF
THE LIMITED WARRANTY  PERIOD,  CUSTOMER ASSUMES THE ENTIRE COST OF ALL NECESSARY
SERVICES OR CORRECTIONS.

Ipswich Savings Bank                    NCRCORPORATION
---------------------------------
(Customer Name)

By:  David L. Grey                      By:
---------------------------------       ---------------------------------

Title: President, not individually      Title:
---------------------------------       ---------------------------------

Date:  2/20/97                          Date:
---------------------------------       ---------------------------------
<PAGE>
                                      1996

                                   SCHEDULE 1

                          HOURS OF OPERATION, HOLIDAYS

                                       AND

                               REPORT AVAILABILITY

I. HOURS

The NCR  New  England  Data  Center  will  be in  operation  for  processing  in
accordance with the following schedules:

                          8:00 AM - 8:00 PM Monday through Friday
                          8:00 AM - 4:00 PM Saturday

II. HOLIDAYS

The NCR New England Data Center will be closed on the following holidays:

                          New   Year's  Day
                          Martin   Luther   King's   Birthday
                          Washington's  Birthday
                          Memorial Day
                          Independence Day
                          Labor Day
                          Columbus Day
                          Veterans Day
                          Thanksgiving  Day
                          Christmas Day

III. PROCESSING COMPLETION

NCR New England Data Center agrees to complete the  processing of the customer's
input  transactions  and to have  completed  work ready for  dispatching  to the
customer  on the  morning  of the  working  day  following  the day on which the
reported  transaction  occurred,   such  time  to  be  no  later,  under  normal
conditions,  than 9:00 a.m.  local  time.  A  working  day means any day  except
Saturday,  Sunday, or a holiday.  Regularly scheduled reports (weekly,  monthly)
shall be made available within 48 hours following the close of the period. Other
reports will be made available on a mutually agreed upon schedule.
<PAGE>
                                   SCHEDULE 2
                                     CHARGES

I. STARCOM Financial Deposit Account System

A. Processing Charges:

Deposit account processing charges - to be paid monthly,  based on the number of
"Open  Accounts"  reported on the Savings Trial Balance  (080),  plus  "Accounts
Closed" during the month.

Monthly

1. Regular Deposit Accounts - System Type 0                              $.26

2. Certificates or Repo's - System Type 2 with a contract term of:


   a.181 or more days                                                    $.26

   b. 30 through  180 days                                               $.33

   c. Less than 30 days                                                  $.42

3. NOW/DDA Accounts - System Type 3                                      $.54

4. STARS Retirement Account Processing

   a. Per STARS Account, per month
     (in addition to 1, 2, or 3 above)                                   $.03

   b. Monthly minimum                                                    $106.00

B.  Handling  Charges  for  magnetic  tape  input of  NOW/DDA
    inclearing  items delivered or transmitted to the data center:

    1  Charges for receiving transmission of inclearing
       items, via phone lines, in addition to Item B.l. above      Special Quote

C.    Minimum Deposit Account Processing Charges, per month
     (Item A. above only)                                              $1,000.00
<PAGE>
II. STARCOM Financial Loan Account System

A. Processing Charges:

Loan  account  processing  charges - to be paid  monthly  based on the number of
"Open Accounts" reported on the Loan Trial Balance (290).

    1. Line-of-Credit, AMI, and Consumer Loans                           $ .03

    2. Commercial Loans                                                  $ .14

    3. Construction Loans                                                $ .95

    4. All other loans                                                   $ .45

        a. Bill & Receipt or Coupon
          (in addition to loan account charge)                           $ .085

    5. Minimum Loan Account Processing charges, per month $ 500.00

B. Serviced and Participation Loans:

1 . Processing charges, per loan, per month (in addition to A. above)    $.40
<PAGE>
III. STARCOM Financial General Ledger System

A.  Master file set-up regardless of transaction processing - $ 2 ,000.00
    (plus travel, mileage, and reimbursable) *

B.  Processing Charges:

    Processing  charges - to be paid monthly,  based on institution  asset size.
    Assets will be determined each January 1, based on the most recent Statement
    of Condition submitted to the FHLBB, FDIC, NCUA or other federal agency, and
    will then be used for the entire calendar year.

     Less than 100 Million                                   $ 667.00
     At least 100 but less than 200 Million                  $ 811.00
     At least 200 but less than 300 Million                  $ 974.00
     At least 300 but less than 400 Million                $ 1,121.00
     At least 400 but less than 500 Million                $ 1,245.00
     At least 500 million but less than 1 Billion          $ 1,389.00
     1 Billion or more                                     $ 1,666.00

C. Transaction File Only:

For preparation  and  transmission  of the daily  transaction  file for use with
selective back-office systems,  processing charges to be paid monthly,  based on
institution  asset size.  Assets will be determined each January 1, based on the
most recent Statement of Condition  submitted to the FHLBB,  FDIC, NCUA or other
federal - agency, and will then be used for the entire calendar year.

    Less than 100  Million                                  $ 334.00
    At least 100 but less than 200  Million                 $ 405.00
    At least 200 but less  than 300  Million                $ 477.00
    At least 300 but less than 400 Million                  $ 550.00
    At least  400 but less than 500  Million                $ 622.00
    At least 500 million but less than 1 Billion            $ 694.00
    1 Billion or more                                       $ 833.00

D.  Maintenance or changes to the  transaction  generator file, per occurrence $
    111.00 Note:  This charge  includes all changes made on a single  processing
    day.

E.  Programming  Accounting Department Style (PADS) reports
    developed by NCR New England DPC*                  Special Quote

F.  Running of up to 3 PADS reports, per month*            No Charge

G.  Running of PADS  reports  over three  reports  per month,
    per report run*                                          $168.00

* Item not eligible for discounts
<PAGE>
IV. STARCOM Financial: Other Charges

    A.  Masterfile Conversion and Maintenance*

        1.  Initial conversion and masterfile set-up

            a.  Computer time, per hour - new customer             $ 265.00
            b.  Computer waiting time, per hour $ 67.00
            c.  DPC prepared input media, per item $ .20

        2.  Additions, changes, deletions to masterfile

            a.  Entered by customer through on-line terminal       No Charge

            b.  Customer prepared media, per item
                (where available)                                  $ .12

            c.  DPC prepared media, per item                       $ .22

    B.  Program Conditioning Charges*

        All applicable program conditioning charges are due at time of order. If
        one or more modules are not contracted  originally,  these charges shall
        be due when the applicable module is ordered.

        1.  Deposit accounts other than NOW/DDA                    $ 5,000.00
        2.  NOW/DDA accounts                                       $ 2,500.00
        3.  Loan Accounts                                          $ 5,500.00
        4.  General Ledger                                         $ 2,000.00
        5.  General Ledger interface to Back Office System         $ 2,000.00
        6.  Minimum Starcom monthly application charge             $ 1,500.00


    C.  System Account Type Table (SATT) Set-up or maintenance*

        1.  Submitted via form or letter
            a.  Per occurrence, first type                         $ 70.00
            b.  Each additional type                               $ 26.00
            c.  Maximum per occurrence                             $ 382.00

2. Additions or changes to parameter file                          $ 26.00
            a.  Maximum per occurrence                             $ 338.00

* Item not eligible for discounts
<PAGE>
    D.  Additional Customer Operations Manual*                     $ 50.00
        (One free per customer)

    E.  Additional copies or more frequent  processing
        of Special  Quote  standard  system  reports,
        and  requests for special  reports including
        processing,  programming, software, system
        engineering design and testing.*                           Special Quote

    F.  Account Statements
        1.  Full detail - per account appearing on the statement   $ .14

        2.  Full detail -
            a.  per each item appearing on statement               $ .00
            b.  each inclearing item through magnetic tape         $ .00

        3.  Summary only - per account appearing on the statement  $ .024

        4.  STARS Statements, each                                 $ .14

    G.  Magnetic Tape File Preparation and Handling Services


        1.  For direct submission to government
            agencies,  per tape (e.g. state
            and federal 1099s, etc.)*                             $ 250.00

        2.  For submission to credit  bureaus,  coupon
            manufacturers,  or other servicers, per tape           $ 55.00

        3.  FNMA Laser and FHLMC MIDANET, each tape or \
            transmission                                           $ 55.00

        4.  CDP                                                    $ 200.00

        5.  ACH Monthly processing charge                          $ 40.00

        6.  Other acceptable magnetic tape Special Quote


    H.  Report Utility- Savings and Loans*

        1.  Base charge per customer processing request            $ 150.00

        2.  Per account on file                                    $ .002

*Item not eligible for discounts
<PAGE>

        3.  Per Account (in addition to Item B. 2. above)
            a.  Per account reported                               $ .003
            b.  Per account sorted and reported                    $ .004
            NOTE: Only one of a. and b. is chargeable, not both.

        4.  a. Per page printed                                    $ .05
            b.  Per label printed                                  $ .05

        5.  Computer Output Microfiche (COM)
            a.  Per frame                                          $ .02
            b.  Additional copies Special Quote
            6.  Discount if on-line file is used (Deposits only)   35%

        7.  Minimum charge per processing-
            Up to 25,000 accounts on file                          $ 250.00
            25,001 to 50,000 accounts                              $ 290.00
            50,001 to 75,000 accounts                              $ 340.00
            Over 75,000 accounts                                   $ 420.00

I.  Input of Transactions  Received from Outside  Sources,
    via Magnetic Tape or generated through Pre-authorized
    Transfers (PATS)

        1.  Per transaction $ .065

        2.  Minimum charge per occurrence $ 5.00

        NOTE:  Excluded are NOW/DDA  inclearings as well as transactions
        created or generated by the STARCOM Financial System,  for which
        no additional charges will be assessed.

J. Direct Attached ATM Processing and Reporting*

        1.  Per month, first ATM                                   $ 279.00

        2.  Per month, each additional ATM                         $ 84.00

    K.  Shared ATM/POS Network Services*
        1.  Monthly base charge, per network                       $ 300.00


        2.  Preparation, handling and transmission of account

            a.  Transaction Processing Fee, Per EFT
                cardholder account per month                       $ .16

            b.  Balance files, per EFT cardholder
                account per month                                  $ .25
<PAGE>


    K.  3. Receiving transmission, printing and distribution
           of network reports, Monthly fee - Remote Print          $ 100.00
                                             DPC Print             $ 200.00


        (Special quote if additional  programming,  sorting, etc. needed
         to be compatible with NCR New England DPC reporting.)

        4.  Communications  Costs (if incurred by NCR New
            England  DPC)*                                         Special Quote

        5.  Conversion,  set-up and  network  fees for 3rd
            party ATM  on-line or off-line networks*               Special Quote

    L.  Electronic Transfer Services-
        ATM  processing  costs  consist of one-time  fees in addition to monthly
        fees.  The  charge for  transaction  processing  volumes in the  monthly
        prices takes into  consideration  account  activity with monthly minimum
        charges offered. Detail pricing will be provided on request.*

    M.  CD Notice of Earnings/Renewal                              $ .12

    N.  Savings Automatic Interest Rate Change (ARC), per month    $ 67.00

    O.  Deposit Account Floating Rate Earnings
        Calculation (VRWD), per account, per month                 $ .06

    P.  VRD Processing, per month                                  $ 75.00

    Q.  Sweep Account Processing

            a.  Per linked pair of accounts, per month             $ .12

            b.  Minimum charge per month                           $ 225.00
<PAGE>
    R   Terminal Installation and Other Charges*

        1.  Initial installation of terminals:

        The initial  installation  charges for terminals into the STARCOM system
        for each new data  center  customer  are shown on the next  page.  These
        charges include  communications  programming and the set-up of terminals
        into test files if required.  The number of terminals or locations  does
        not affect the initial installation charges. The specific charges do not
        reapply  where the same charges have been made for either  STARCOM loans
        or deposits, except in those cases identified in paragraph P.2.a.
<TABLE>
<CAPTION>
<S>                                                                        <C>
        Initial Interface & Installation Charges:
        a NCR NEW ENGLAND DPC BAS 5000 (UTAK)                              Special Quote
        b. ISC 8 Work Station                                              Special Quote
        c. ISC Pinnacle                                                    Special Quote
        d. Docutel/Olivetti Line One/M30                                   Special Quote
        e. Burroughs EF7000                                                Special Quote
        f. DSI                                                             Special Quote
        g. IBM 3600/4700 (per controller)                                  Special Quote
        h. UNISYS FAS Finesse                                              Special Quote
        i. Any other terminal including NCR New England DPC or other
        manufacturers, subject to support and interface availability.      Special Quote
</TABLE>
        All of the above charges are due at time of order.

        2.  Additional installation charges:

            a.  The addition of any terminal,  the  replacement  of terminals or
                the movement of a terminal from one location (branch) to another
                after initial installation and conversion to a STARCOM Financial
                application  is subject  to the  following  additional  software
                installation charges:

    1.  Per workstation                                            $ 45.00

    2.  If done at nonstandard time (in addition to 1 above)       $ 100.00

S.  Transaction Analysis Report, per month*                        $ 81.00

T.  Federal  Forms  (1099,  1098,  W2-P,  5498,  etc.)
   (including  preparation,  handling and postage)*                Special Quote

U.  Other Miscellaneous items*:

    Bonds, Treasury Bills, Coupons (per account)                   $ .47

    Welfare Match tapes per occurrence                             $ 250.00

    Reconciliation tapes(PDO, Club)                                $ 80.00

    Reconciliation tapes (Money order)                             $ 185.00

    Household Reporting                                            Special Quote

    Town Code Reporting                                            $ 165.00

    Excess Deposit Report - Quarterly                              $ 150.00
                            - Special Request                      $ 300.00

    CUNA Mutual Report (per occurrence)                            $ 135.00

    Laser printing of forms                                        Special Quote

    NCR New England DPC provided  forms,  Mortgage  bills,
    or Stock  Statements                                           Special Quote

V. Computer Output Microfiche (COM)-All STARCOM Reports * (Effective 1/1/97)

         Up to 5,999 Accounts - Per Month Charge                   $ 100.00

      6,000 to 9,999 Accounts - Per Month Charge                   $ 200.00

    10,000 to 14,999 Accounts - Per Month Charge                   $ 250.00

    15,000 to 19,999 Accounts - Per Month Charge                   $ 300.00

    20,000 to 29,999 Accounts - Per Month Charge                   $ 400.00

    30,000 to 39,999 Accounts - Per Month Charge                   $ 500.00

    40,000 to 49,999 Accounts - Per Month Charge                   $ 600.00

    50,000 to S9,999 Accounts - Per Month Charge                   $ 700.00

    60,000 to 74,999 Accounts - Per Month Charge                   $ 800.00

    75,000 to 99,999 Accounts - Per Month Charge                   $1,000.0

    100,0000 and up Accounts - Per Month Charge                    $1,500.0
<PAGE>
V. Satellite Services

    A.  STARSTREAM II/ORACLE-Current Customers Only

        1.  Monthly  software  license fee per  personal
            computer  connected to STARSTREAM II/ORACLE            $ 134.00

        2.  Usage fees:
            a.  Per record accessed (STARSTREAM)                   $ .0025
            b.  Per 1,000 accounts on the month-end  trial
                balances,  per month
                (STARSTREAM II/ORACLE)                             $ 14.06
            c.  Minimum charge                                     $ 266.00


    B.  Oracle/Client Server


        1.  Upgrade from Non Client/Server single user package**
            a.  One time License Fee                               $ 1,585.00
            b.  Monthly Maintenance Fee                            $ 58.00

        2.  Single User Package**
            a.  One time License Fee                               $ 2,333.00
            b.  Monthly Maintenance Fee                            $ 58.00

        3.  Five User Package**
            a.  One time License Fee                               $ 8,000.00
            b.  Monthly Maintenance Fee                            $ 194.00


        4.  Ten User Package**
            a.  One time License Fee                               $15,000.00
            b.  Monthly Maintenance Fee                            $ 277.00


        **Package  includes  SQL*Net,  SQL*Plus,  Data Browser,  Reports V2, and
        Pathway Access


        5.  Usage fee per 1,000 accounts per month                 $ 14.34
            (Minimum Charge of $272 per month)                     $ 272.00

        6.  WIN/Route for DOS, per Network                         $ 149.00

        7.  Telebit Netblazer PN2 for Ethernet                     $ 2,300.00

        8.  One time file extraction, per open account             $ .07
            a.  $1,133.00 minimum
            b.  $3,605.00 maximum

<PAGE>
    9.  History:
        a.  Standard Detail                                        No Charge
        b.  Additional Detail, per 1,000 items                     $ .26
        c.  Standard Summary                                       No Charge
        d.  Additional Summary, per 1,000 items                    $ .64


    10. Storage fees                                               Special Quote


    11. Training:
        a.  Client/Server & Data Browser,  per day
            (3 day course for 2 people)                            $500.00
        b.  Oracle Reports 2.0, per day
            (4 day course for 2 people)                            $ 750.00
        c.  Additional people over 2, per person per day           $ 75.00


    12. Installation, per day                                      $ 500.00

    Note: All mileage and reimbursable  related
    to this product is chargeable to
    the customer.

C.  Customer Information System (CIS)


    1.  CIS Overview
        a.  One day overview session                               N/C
        b.  One CIS Reference Manual                               N/C
        c.  Additional copies of reference manual, each            $ 50.00

    2.  Test Migration
        a.  Under 15,000 open & closed accounts                    $ 800.00
        b.  15,000  and  over  and  less  than  40,000  open
            &  closed  accounts                                    $1,200.00
        c.  40,000 and over open & closed accounts $1,600.00

        The above includes 2 complete sets of migration reports.

Remote  transmissions  of the  migration  reports  included in the above  quoted
price.  You also have the option of receiving  any or all of the test  migration
reports  on paper at a cost of  $40/box  of green bar paper or  $60/box if laser
printed.  Optionally,  you can receive these reports on fiche at a cost of $1.95
per page of master fiche printed and $0.25 per page of fiche copy.
<PAGE>

3.  Imperial Scrub, per open & closed account
    (This includes two passes of the files.  Phase I - reports only;  Phase II -
    updating files as well as reports. The entire scrub is billed when tapes are
    extracted for Phase I.)

<15,000 Accounts                                                   $ .25/account
                                                               Minimum $1,500.00
15,000 - 40,000 accounts                                           $.23/account
40,000 accounts                                                    $.22/account

4.  TPM Training 2-3 Hours                                         $ 300.00
    a.  Additional manual, each                                    $ 15.00

    The  above  includes  a short  session  conducted  by the  Data  Center  TPM
    administrator. 1 TPM manual at no charge.

5. Hands-on CIS Training- includes training and scenario manuals for up to
   five people

    a.  Four days at the DPC, per day                              $ 500.00
    b.  Three days at institution, per day                         $ 750.00

6.  Migration
    a.  Non-STARSTREAM II customer
        1.  per account                                            $ .10
        2.  Minimum                                                $1,700.00

    b.  Current STARSTREAM II customer
        1.  per account                                            $ .03
        2.  Minimum                                                $ 500.00

7.  Test Bank Charges
    During Hands on training, the Institution will be granted access to the test
    bank.  This  access  will  allow  the  people  trained  to  then  train  the
    Institutions personnel in a hands on environment.

    1.  Access up to migration date                                N/C

    2.  Beyond migration date                                      $100.00/Week

8. Conversion Coverage
    1.  Two NCR Analysts for three days                            N/C
    2.  Additional coverage, per person, per day                   $ 250.00


9.  Other Charges
    1.  CIS migration table changes, per occurrence                $ 200.00
    2.  Post  Migration  training
        (up  to 5  people  per  session)                           $150.00/per
        person/per session

Note: All mileage and reimbursable  related to this product is chargeable to the
customer.
<PAGE>
D.  Micro Upload

    1.  Single-User OTLF - 1st copy                                $ 1,500.00
    2.  Additional copies                                          $ 1,000.00
    3.  Network ( 8 stations max.)
        Server 1                                                   $ 2,000.00
        Server 2                                                   $ 1,500.00
        Server 3                                                   $ 1,500.00
    4.  Installation & Training                                  $500.00 per day
    5.  Annual maintenance fee (15% OTLF) billed by Integrated  Software Systems
        Note: All mileage and reimbursable related to this product is chargeable
        to the customer.

E.  Micro StarReport
    1.  One time license fee $ 2,652.00
    2.  Monthly software maintenance fee $ 35.00
    3.  Installation & Training $ 750.00
    4.  Cleo  Communication  Board $ 975.00
    Note: All mileage and reimbursable  related to this product is chargeable to
    the customer.
<PAGE>
F.  The services listed in sections G-L are specially quoted due to the numerous
    factors  involved in determining  the price.  The following is a list of the
    factors considered when quoting these products.

     One-time license fee
     Single user versus Multi user
     Stand alone versus local area network version
     Monthly versus annual maintenance fee
     Additional copies of the software
     Installation and training
     Customer support
     Extraction of files
     Network upgrades
     PC upgrades
     Additional software (i.e. Word Perfect)
     Documentation
     Consultation and development
     Contract length (i.e. five year versus 3 year agreement)
     Number of ports, connections, workstations, etc.
     Additional equipment (i.e. communication boards, printers)
     Additional services (i.e. custom programming)
     Usage fees

G.  Conversant (Voice Response System)                            See Section VF

H.  Branch Management System (BMS)                                See Section VF

I. Optical Disk                                                   See Section VF

J. Collection Management System                                   See Section VF

K. Item Processing (through NCR Framingham)                       See Section VF

L.  NCR NEW ENGLAND DPC Mortgage Management and/or Consumer Loan
    System Modules:

1. Base System includes FHA/VA processing and Advanced ARM Disclosure modules
2. Secondary Market
3. Closing
4. Uplink (requires NCR New England DPC Micro Upload)
5. Credit Bureau Uplink
6. Branch Processor
7. Multiple Office Console
8. HMDA/CRA Management
<PAGE>
M.  The  following  products  are offered by NCR New England DPC in  conjunction
    with
    our solution partners. All pricing is special quote.

    1. Micro Accounts Payable
    2. Asset/Liability and Financial Planning System
    3. Financial Information Plus
    4. Micro Fixed Assets
    5. General Ledger
    6. Safe Deposit Box
    7. Investment Accounting & Management System
    8. Enterprise Information System (EIS)
    9. Micro Securities Management System
    10. Investment Portfolio Accounting
    11. Loan Loss Control
    12. Payroll Accounting
    13. Cost Allocation System
    14. Financial Report Writer
    15. Shareholder Accounting
    16. Asset/Liability Budget Management(ALBUM)
    17. Collection Express
    18. Check Express
    19. Data Express
    20. Escrow Express
    21. Loan Setup Express
    22. Name & Address Express
    23. Marketing Info Center
    24. The Satisfaction System
    25. The Profile System
    26. Customer Info Center
    27. Electronic Reports
    28. Management Info Center
    29. Int. Rate Change System
    30. Statement Express
<PAGE>
N.  9*1*1 Disaster Recovery System

    1.  One-time license fee                                       $ 3,000.00

    2.  Monthly software license maintenance fee                   $ 37.50

    3.  Installation,  training  and  consultation
        (1  day)  plus  mileage  and
        reimbursable                                               $ 750.00
<PAGE>
VI. Network Management Charges

A.  Communication Network Management Charges for Dedicated Lines

    All DPC on-line customers sharing  communication lines shall share the total
    data communication network management charges on a prorated basis.

B.  Communication Network Management Charges for Dial-up Lines (where available)
    The customer will be billed line charges and connect time, plus its prorated
    share for communication  equipment and other necessary communication network
    management services.

C.  Connect and Disconnect Charges

    All connect and  disconnect  charges for  telephone  communications  will be
    billed to the appropriate customer.

D.  Private Communications

    The customer may elect to install private communications,  in which case the
    customer will order and be billed directly by the communication  vendor. The
    customer  will be  billed  monthly  by NCR New  England  DPC for data  sets,
    adapters,and  communications  equipment; for installation of this equipment;
    and for related network management services.

E.  Network Engineering

    Network  engineering  services  including   consultation,   design  changes,
    additions,  etc. will be charged on a time-and-materials  basis plus mileage
    and reimbursable expenses, if incurred.
<PAGE>
F.  Termination Charges

    In the event the customer  terminates  this agreement  after the date of the
    order,  the  customer  will pay NCR New  England DPC for  services  provided
    through  the  effective  date  of  cancellation  plus a  termination  charge
    determined as follows:

    (i) if the service commitment period for the canceled interexchange services
    is month-to-month,  then there shall be no additional cancellation charge in
    excess of the one months interexchange service charges.

    (ii)  if the  services  commitment  period  for the  canceled  interexchange
    services  is  greater  than  month-to-month  and such  cancellation  becomes
    effective  prior  to  the  completion  of the  first  year  of  the  service
    commitment period,  then the cancellation charge shall be an amount equal to
    the  balance  of the  unexpired  portion  of the first  year of the  service
    commitment  period  plus  twenty  percent  of the  balance  of  the  monthly
    interexchange  service  charges for the remainder of the service  commitment
    period beyond the first year.

    (iii)  if the  service  commitment  period  for the  canceled  interexchange
    service  is  greater  than  month-to-month  and  such  cancellation  becomes
    effective  after the completion of the first year of the service  commitment
    period,  then the  cancellation  charge  shall be an amount  equal to twenty
    percent of the balance of the monthly  interexchange service charges for the
    remainder of the service commitment period.
<PAGE>
VII. STARCOM Financial System - Five Year Variable Agreement

NCR NEW ENGLAND DPC may increase the rates specified in this agreement  provided
that not less  than  ninety  (90)  days  written  notice  shall be given to the
customer before the effective date of the increase.  If the increase  exceeds 9%
in any calendar  year,  the customer may terminate  this  agreement  without any
termination  charge on the effective date of the increase with thirty (30) days
written notice to NCR New England DPC. In the event that the customer terminates
this  agreement  after  the  date  of  the  order,  whether  prior  to or  after
certification,  NCR New  England  DPC shall be  entitled  to retain any  deposit
previously paid by and/or due from the customer, any charges due for the initial
conversion and masterfile set-up,  all discounts  applicable with this contract,
and in lieu of other damages actually incurred,  the termination  charges listed
below:

Eighty  percent (80%) of the average  monthly  billing for the most recent three
month  period  times  the  number  of  months  remaining  under the term of this
agreement  Termination  charges are billable when  cancellation  notification is
received by NCR and payable within 30 days.

When the term of the Data  Processing  Agreement  or any  renewal  term  thereof
expires,  the  Agreement  shall  renew  automatically  for a term  equal  to the
expiring  term unless  Customer  provides  to NCR New England  DPC, at least one
hundred  eighty  (180)  days prior to the  scheduled  expiration  date,  written
notification of termination for each processing application and software license
covered by the Agreement.

If a shorter renewal term is desired, written notice must be provided to NCR New
England DPC not less than one hundred  eighty (180) days prior to the  scheduled
expiration date of the current term.  Should the renewal term be less than three
years,  the customer  may be subject to the then  current  highest rate plus the
following surcharge:

                     TERM        SURCHARGE
                     2 Years          10%
                     1 Year           15%
                     Monthly*         25%

    *Monthly terms are not eligible for volume discounts.  In the event that the
    customer elects for an early  termination of this  agreement,  all discounts
    provided to the  customer  for the  remainder  of their  billing will cease.
    Customer  agrees to refund to NCR New  England  DPC all  discounts  provided
    during this contract term, from the date of this agreement until the time of
    the early termination.  All other standard early termination charges will be
    incurred  by  the  bank.  All  costs  relating  to  the  deconversion  (i.e.
    programming,  materials,  computer time, special  processing,  etc.) will be
    invoiced to the customer by NCR when  incurred  and payable  within 30 days.
    All  invoices  must be paid in full prior to  releasing  final  deconversion
    data.
<PAGE>
REPORTS AND SERVICES

    The STARCOM Financial System includes all standard reports listed below. The
    reports  listed  below  are  representative;   their  titles,  contents  and
    frequency are subject to change without notice.

I.  STARCOM Financial Deposit Account System Reports

    A.  Daily Report Preparation

    1. Teller Terminal Proof
    2. Daily Transaction Summary Report
    3. Savings Transaction Journal
    4. Savings Exception Activity Journal
    5. NOW/DDA Account:
       a. Non-Sufficient and Uncollected Funds Report
       b. Waived Service Charge Journal
       c. Kiting Suspect Report
       d. Stop Payment Suspect Report
       e. Over draft Journal
       f. Returned Items Report
       g. Non-Sufficient Funds (NSF) Notices
       h. Uncollected Funds Notices
    6. Savings Trial Balance (Totals Only)
    7. Savings Daily Maintenance Journal
    8. CIF N & A Search Key Update
    9. Direct Deposit Validation Report
    10. NOW Inclearing Validation Report
    11. ATM Transaction Validation
    12. Savings Exception Recap Report
    13. Savings Variable Rate Earnings Report
    14. Certificate Maturity Update Journal
    15. Permanent Withdrawal Order (PWO) and Income Processing
        Update Journal
    16. Autotrans Reconciliation Report
    17. Summary of Month-to-Date Savings Account Activity
    18. Misc. Receipts and Checks Issued Register
    19. Misc. Receipts and Checks Issued Summary

B.  Weekly Report Preparation

    1. Savings Overdraft Trial Balance
    2. Savings Trial Balance (Fiche Only)
<PAGE>
C.  Monthly Report Preparation

    1. Savings Trial Balance (Detail) (Fiche Only)
    2. Certificate of Deposit Recap
    3. Dormant and Inactive Report
    4. New Account Listing
    5. Closed Account Listing
    6. Certificate of Deposit - Maturity Summary
    7. Combined Statements Register
    8. Retirement Account Billing Report
    9. Retirement Account Trial Balance
    10. Pension Fund Statements Register
    11. STARS Overage Report/Notices
    12. Investment Changes Report
    13. Matured Investment Report
    14. Accounts Eligible for Distribution
    15. Accounts Requiring Distribution
    16. Accounts Over Reinvestment Level
    17. Age Summary Report
    18. Distribution Summary

D.  Periodic Report Preparation

    1. Anticipated Earnings Recalculation Journal
    2. Pre-Check Exception Report
    3. Savings History Print
    4. Savings Account Type Table Update Report
    5. Stop Payment Expiration Report
    6. Savings Masterfile Print
    7. Parameter Update Journal
    8. Check Register
    9. Earnings Crediting Exception Report
    10. Earnings Transfer Journal
    11. Earnings Distribution Journal and Trial Balance (Fiche Only)

E.  Annual Report Preparation

    1. Purged Accounts Listing
    2. Earnings Paid YTD Reported to IRS
    3. Federal Forms Exception Report
    4. STARS Shortage Report/Notices
    5.  All Federal Forms (see Schedule 2 for pricing)
<PAGE>
II. STARCOM Financial Loan Account System Reports

A.  Daily Report Preparation

    1. Collateral Loan Transaction Journal
    2. Exception Loan Transaction Journal
    3. Consumer Loan Transaction Journal
    4. Commercial Loan Transaction Journal
    5. Loan Transaction Journal
    6. Mortgage Loan Active-Delinquent Journal
    7. Mortgage Loan Transaction Journal
    8. Loan SATT Index Rate Update
    9. Loan Maintenance Journal
    10. Input Loan Summary Trial Balance
    11. Accrual Loan Trial Balance
    12. Collection Loan Disbursement Report
    13. Loan Trial Balance (Summary)
    14. Summary of Month-to-Date Loan
    15. Commercial Loan Delinquency Report
    16. Commercial Loan New Account Report
    17. Commercial Loan Paid-Off Account Report
    18. Commercial Loan Line of Credit Report
    19. Commercial Loan Collateral Control Report
    20. Commercial Loan Maintenance Journal
    21. Commercial Loan Review Report
    22. Commercial Loan Trial Balance
    23. Consumer Loan Exception Journal
    24. Single Payment Loan Maturity Report
    25. Single Payment Loan Renewal
    26. New Consumer Loan Report
    27. New Consumer Loan Report
    28. Paid Off Consumer Loan Report
    29. Subsidiary Journal Participation Loans
    30. Subsidiary Journal Update Report
    31. Construction Loan Update Report
    32. Lot Status Report
<PAGE>
B.  Monthly Report Preparation
    1. New Installation Loans Report
    2. New Mortgage - Collateral Loans Report
    3. Loans in Foreclosure Report
    4. Paid Off Mortgage - Collateral Loans Report
    5. Loan Trial Balance (Detail)
    6. Accrued/Prepaid Journal
    7. Delinquency Summary
    8. Pledged Loan Report
    9. Pledged Savings on Loan Accounts
    10. Analysis of Loans by Asset Limitation Code
    11. Analysis of Loans by FSLIC Location Code
    12. Analysis of Loans by Interest Rate
    13. Analysis of Loans by Location Code
    14. Analysis of Loans by Purpose Code
    15. Collateral Loan Report
    16. Deferred Income and Expense Trailer Print
    17. Deferred Expense Journal
    18. Deferred Income Journal
    19. Schedule RC-J Report
    20. Section H Report
    21. Maturity Projection Report
    22. Commercial Delinquency Summary
    23. Commercial Loan Inactive Account Report
    24. Consumer Loan Delinquency Summary
    25. (Mortgage) Loan Activity Report FNMA LASER
    26. (Mortgage) Loan Activity Summary FNMA LASER
    27. Monthly Payment/Note Rate Change FNMA LASER
    28. Trial Balance FNMA LASER
    29. FNMA 2010 Monthly Accounting Report
    30. FNMA 2020 Liquidation Schedule
    31. FNMA 2030 Monthly Summary Report
    32. GNMA 1710A Issuers Monthly Accounting Report
    33. GNMA 1710E Liquidation Schedule
    34. GNMA 1710D Issuers Monthly Summary Report
    35. MBS Other Detail Report
    36. Cash Receipts Serviced Loans
    37. Delinquent Serviced Loans
    38. New/Closed Accounts Serviced Loans
    39. Next Month Prepaid Serviced Loans
    40. Prepaid Receipts Serviced Loans
<PAGE>
    41. Trial Balance Serviced Loans
    42. Remittance Reconciliation
    43. Participation Report Summary
    44. 308 Group Report (FHLMC MIDANET)

C.  Periodic Report Preparation

    1. Loan Masterfile Print
    2. Commercial Loan Masterfile Print
    3. Late Charge Journal
    4. Delinquency Report
    5. Slow Loan Report
    6. Delinquency Report by Investor
    7. Delinquency Summary by Investor
    8. Consumer Loan Delinquency Report
    9. Commercial Delinquency by Investor
    10. Commercial Delinquency Summary by Investor
    11. Consumer Delinquency by Investor
    12. Consumer Delinquency Summary by Investor
    13. Adjustable Mortgage Loan - Notice Options
    14. Alternative Mortgage Instrument Analysis Report
    15. Single Payment Loan Maturity Notice
    16. Collection Card
    17. Paid Off Loan Card
    18.FNMA Special Trial Balance
    19. Line of Credit Earnings Report
    20. Line of Credit Trial Balance
    21. Commercial Loan Compensating Balance Report
    22. FHA Case Number Listing
    23. IRS Report
    24. Loan Disclosure Statement
    25. Escrow Disbursements Due
    26. Insurance Disbursements Due
    27. MIP Disbursement Due
    28. Taxes Due Report
    29. Loan History Print
    30. Purged Account Report
    31. Pending Payoff Report
    32. Loan Portfolio
    33. Recycle/Assumption Report
    34. Dealer Floorplan Update Report
<PAGE>
    35. Dealer Floorplan Collateral Report
    36. Dealer Floorplan Report by Collateral Report
    37. Dealer Trial Balance
    38. Dealer Statistical Loan Volume
    39. Dealer Floorplan Purged Collateral Report
    40. Dealer Floorplan Report
    41. Dealer Floorplan Inventory Report
    42. Dealer Funds Report
    43. Construction Loan Update Report
    44. Construction Loan Builder Summary
    45. Construction Loan Bill
    46. Construction Loan Billing Summary
    47. Construction Loan Summary Report
    48. Construction Loan Master File Print
    49. Loan Standard Account Type Table
    50. Participation Report
    51. Loan Totals Only Trial Balance
    52. FHLMC Form 11 Detail
    53. FHLMC Form 13SF Detail
    54. FHLMC Form 381 Detail
    55. FHLMC Delivery Detail Report
    56. FHLMC Delivery Exception Report
    57. FNMA Loan Schedule 1068
    58. FNMA Loan Schedule 1069
    59. FNMA Delivery Exception Report
    60. Loan Masterfile Processing Report
<PAGE>
III. STARCOM Financial General Ledger System Reports

A.  Daily Report Preparation

    1. Transaction Entry Run Report: Input Source Totals
    2. Daily Trial Balance and Posting Run: Detail and Summary
    3. G/l Cycle Update Report
    4. Trial Balance by Account
    5. Trial Balance by Master Record
    6. Master File Maintenance Report

B.  Monthly Report Preparation

    1. Monthly Statement of Operations (Income and Expense)
    2. Custom Statement of Conditions
    3. Custom Statement of Operations
    4. G/L Data Extract for Financial Information Plus

C.  Periodic Report Preparation

    1. Snapshot Report
    2. Budget Report
    3. Standing Journal Entry Snapshot Print Report
    4. Account/Department Cross Reference Report
    5. Chart of Accounts

                                   SCHEDULE 4

                              ADDITIONAL PROVISIONS

The NCR New England DPC STARCOM  Financial System is an on-line system currently
capable of processing the following applications:  loans, savings,  NOW/DDA, and
general ledger.  Transactions  entered  through the on-line  terminals cause the
accounts to be updated simultaneously. Because transactions are entered on-line,
the source or original  entry  documents  are retained in the  institution.  The
institution  may inquire into  individual  accounts at any time.  If  necessary,
changes  (maintenance)  can be  performed  through the on-line  terminals.  When
disruption of communications  with the central processor occurs, data capture, a
terminal  option,  can be  used  to  allow  continued  processing  via  off-line
operations. This same option provides for the automatic re-entry of transactions
processed   off-line  when   communications   are   re-established.   Otherwise,
transactions  processed  through the terminal in the off-line  mode are manually
re-entered when communications are re-established.

The system  provides  individual  account  level  codes which  restrict  on-line
accessibility  to a given  account.  In addition,  access to the on-line file is
controlled by operator  sign-on codes.  The level of the sign-on code determines
the amount of operator  accessibility.  The control and procedures governing the
issuance of these codes to operating  personnel  are the  responsibility  of the
customer.

The NCR New England DPC Regional  STARCOM  Data  Centers use  computer  hardware
which provides  adequate  processing  power to serve the needs of our customers.
The current equipment  configuration  will be published at least annually to the
Users  Group.  NCR New  England  DPC  reserves  the  right to make  computer  or
equipment changes necessary to serve our customers.

Each NCR New England DPC Regional STARCOM Data Center has a formalized procedure
for  maintaining  masterfile  account  data.  In the event of a disaster,  these
files, along with other data, would be used to recreate the destroyed files. The
disaster  procedures  for each Data Center are available  for  inspection at the
data center for the Users Committee,  third party auditor,  and state or federal
examiners.

NCR New England DPC agrees that during the term of the Agreement,  the Office of
Thrift Supervision (OTS) will have the authority and responsibility  provided to
the other regulatory  agencies pursuant to the Bank Service  Corporation Act, 12
U.S.C.  Section 1867(c).  NCR New England DPC also will provide the OTS District
Director of the district in which the NCR New England DPC data processing center
providing  services  under the  Agreement  is located with a copy of the current
third party review report when a review has been performed.  NCR New England DPC
agrees to provide the Office of the Thrift  Supervision of the district in which
the NCR New England DPC data  processing  center  providing  services under this
Agreement  is  located  with a copy of NCR New  England  DPC's  current  audited
financial  statements  annually.  NCR New England DPC also agrees to release the
information  necessary to allow Customer to develop a disaster  contingency plan
which will work in concert with NCR New England DPC's plan.
<PAGE>
SECURITY OF CUSTOMER INFORMATION

Data Processing  Center on-site fire retardant data vaults will be utilized on a
daily basis,  to store magnetic  masterfiles  and the daily  transaction  files.
Duplicate copies of the masterfile will be stored on a weekly basis, at a secure
off-site location and will be backed up with the daily transactions  retained at
the on-site secure location.

Data  Processing  Center  has  installed   protective  measures  to  insure  the
continuation of processing in the event of disaster such as fire, flood, or loss
of power. These may include security systems,  smoke, fire, and water detectors,
back-up  generators,  uninterruptable  power  supply  (U.P.S.) In the event that
processing cannot continue on- site, communications may be routed to the back up
processing hot-site through the Mobile Communications Vehicle.

Data  Processing  Center has a disaster  recovery  plan in place which  outlines
procedures  that will be  followed  in the event of  disaster.  These  plans are
currently  being  updated by the  installation  of the 9.1.1  Disaster  Recovery
software for Data Processing Center Environments.

Data Processing  Center has a planned minimum response time of 72 hours required
to restore access to user institutions' records in the event of a disaster.

The  9.1.1  Disaster  Recovery  software  for Data  Processing  Centers  will be
reviewed in all data centers on an annual basis. The  communications  portion of
disaster recovery will be tested periodically.

The NCR New England DPC  Corporation  provides  insurance  coverage  for NCR New
England DPC Data Processing  Centers.  This coverage includes the replacement of
E.D.P.  equipment,  reconstruction  of data file media,  and extra  expense that
might result should a loss occur.  These  insurance  policies will not indemnify
our customers.

Procurement  of telephone  services  and/or  communications  hardware from third
parties ("Provider(s)") is done as an accommodation to Customer. NCR NEW ENGLAND
DPC IS NOT  RESPONSIBLE FOR AND DOES NOT WARRANT THE PERFORMANCE OF ANY PROVIDER
OR ITS SERVICES  AND  CUSTOMER  AGREES THAT NCR NEW ENGLAND DPC HAS NO LIABILITY
THEREFOR.  Customer agrees to be bound by the terms of (i) any agreement between
NCR New England DPC and any Provider  and/or (ii) any applicable  tariff,  which
terms relate to warranties,  the limitation of such Provider's liabilities,  and
the availability of remedies. If Customer sues a Provider and obtains a judgment
against it or settles a controversy with a Provider,  and NCR New England DPC is
liable to the provider  therefor,  whether by operation of law or by contract or
otherwise, Customer shall indemnify NCR New England DPC therefor.
<PAGE>
             ADDENDUM TO THE DATA PROCESSING AGREEMENT BETWEEN THE
            IPSWICH SAVINGS BANK AND THE NCR NEW ENGLAND DATA CENTER

In consideration of a five year Data Processing  Agreement,  the NCR Data Center
will make the following incentives available to the Ipswich Savings Bank.

o   Waiver of the 1997 & 1998 price  increase that will become  effective in the
    month this  Agreement  is  signed.  In the event NCR deems in  necessary  to
    increase  prices in the  future,  they will be tied to but not to exceed the
    published CPI rate.

o   Ipswich  Savings Bank will retain the 19% discount on core  processing  from
    its previous  contract.  Ipswich Savings Bank will not incur a surcharge for
    their ISC teller terminals as described in the 1996 terminal twilight letter
    from NCR.

o   Ipswich  Savings  Bank will not incur early  termination  penalties  if they
    migrate to the Autobank  system  during this five year  agreement.  Standard
    conversion charges would apply.

o   Ipswich  will have an "early out" option  that can be  exercised  during the
    month of August 1998 for both STARCOM and Item processing. Under this option
    Ipswich Savings Bank may give NCR six months notification of their intention
    to  deconvert;  and not pay  early  termination  penalties  as  outlined  in
    schedule A. This option  supersedes  schedule A. If Ipswich  exercises  this
    option three fifths of all discount given the Institution  over the first 18
    months of the contract will be paid back to NCR and all future  discounts on
    processing  will be halted for the remaining six months.  If these discounts
    are not paid back this  option  will be null and void and early  termination
    penalties  for a five year  contract  will apply as outline in schedule A of
    this agreement.

o   Thefollowing  products  will be  discounted if purchased by February 28th of
    1998:

    BMS Software - 10%
    Oracle  migration fee of seven cents an account will be waived
    IS migration fee of three cents an account will be waived
    Optical Disk- 10%
    Conversant (service bureau option) - 10%

NCR's charges for contract  termination can be found on the attached Schedule A.
These charges  supersede the charges  listed in our Data  processing and pricing
Agreement.

APPROVALS TO THIS ADDENDUM:

IPSWICH SAVINGS BANK


BY:/s/David Grey
---------------------------------------
David Grey, President, not individually

NCR NEW ENGLAND DATA CENTER

BY:
---------------------------------------
<PAGE>
                                   SCHEDULE A

In the event that the customer  terminates  this agreement after the date of the
order, whether prior to or after certification,  NCR shall be entitled to retain
any deposit previously paid by and/or due from the customer, any charges due for
the  initial  conversion  and  masterfile  set up, and in lieu of other  damages
actually incurred, their termination charges listed below:

Termination During Months


Month 1-12      o   Eight times the average monthly billing* for the most recent
                    three  month  period,  or eight times the  proposed  monthly
                    billing*, whichever is greater.

Month 13 - 24   o   Six times the average  monthly  billing* for the most recent
                    three month period.

Month 25 - 36   o   Four times the average monthly  billing* for the most recent
                    three month  period

Month 37 - 60   o   Three times the average monthly billing* for the most recent
                    three month period.

*Monthly  billing - as  described  above refers to Monthly Base charges and Data
Communications charges only.

This schedule supersedes the early termination penalties in section 17-2.
<PAGE>