Quotien(SM) Bill Payment Service Agreement Version 01.01.03 Internet Bill Payment Service Agreement THIS SERVICE AGREEMENT is made effective upon the last signature, by and between Two River Community Bank ("the Financial Institution" or "Fl") and...

                                                                   Exhibit 10.25

                                      Quotien(SM) Xxxx Payment Service Agreement
                                                                Version 01.01.03
                                                           Internet Xxxx Payment

Service Agreement

            THIS SERVICE AGREEMENT is made effective upon the last signature, by
and between Two River Community Bank ("the  Financial  Institution" or "Fl") and
Online Resources Corporation ("Online Resources").

                                    Recitals:

A.    Online  Resources  has  developed  and  operates  a system  which  enables
      consumer  and  small  business  customers  of  financial  institutions  to
      initiate xxxx payment and certain other financial services through the use
      of  proprietary  technology  which  links  consumers  to  their  financial
      institution and which presents certain information through remote consumer
      devices such as personal computer browsers.

B.    FI  desires  to retain  Online  Resources  for the  purpose  of  providing
      financial services on behalf of FI for the benefit of FI's customers.

NOW,  THEREFORE,  in consideration of the foregoing and the mutual covenants and
agreements  herein  contained,  the  parties,  intending  legally  to be  bound,
mutually agree as follows:

1.    Definitions

As used in this  Agreement,  the  following  terms  shall  have  the  respective
meanings set forth below:

      "Agreement" shall mean this Agreement and all Exhibits attached hereto, as
      such Agreement and attached  Service  Description and any of such Exhibits
      shall be amended in writing from time to time.

      "ATM Network" shall mean the electronic  banking network that provides its
      member FIs with  telecommunications,  card and PIN  authorization and data
      base  support,   links  to  networks  providing  similar  functions,   and
      consolidates the processing and settlement of transactions.

      "Billable Account" shall mean a primary xxxx payment DDA Account tied to a
      single xxxx payment "merchant list" for the Quotien(SM) Service.

      "Xxxx Payment Services" shall mean the xxxx payment services  described in
      Exhibit A hereof.

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      "Customer"  shall mean an FI's individual or small business  depositor (as
      defined by the FI) based in the U.S. and maintaining a DDA Account.

      "Customer   Services"  shall  mean  the  services  provided  to  Users  as
      summarized   in  the  Service   Description,   Exhibit  A  which  are  the
      responsibility of FI to provide.

      "Designated  Quotien(SM)  Services"  shall mean the  Quotien(SM)  Services
      priced in Exhibit B and described in Exhibit A.

      "DDA Account" shall mean a demand deposit account.

      "Functional  Requirements  Document" shall mean the written  document that
      Online Resources  produces to identify the systems and service features to
      be included in the FI's  offering;  and any  special  processing  features
      required  by the Fl,  its  processor,  or any  EFT  network  that  will be
      involved in the transmission or processing of the transactions  under this
      Agreement.

      "Integrated  Support  Software"  shall mean the software  which is used to
      enable  Customer  Services  Representatives  to  enroll  customers,   link
      merchants,  order devices and fulfillment materials,  produce reports, set
      up end-user billing, and communicate via e-mail with Users.

      "Integrated  Support  System"  shall  mean the  procedures,  systems,  and
      software  Online  Resources has developed to coordinate  the enrollment of
      Users on, and their use of, the Quotien(SM) System.

      "Merchant  Services"  shall mean the processes and  procedures  related to
      soliciting merchant and payment information for inclusion in the database.

      "Quotien(SM)  Services" shall mean any  combination of services  including
      enabling  devices,  Integrated  Support  Software  and  Services  that are
      provided to FI's Users through a link to Online Resources' platform.

      "Quotien(SM)  System" shall mean the  electronic  banking and  information
      system  that  enables  the  Fl  to  provide,   through  Online  Resources,
      Quotien(SM) Services.

      "Password"  shall mean the personal  identification  code assigned to each
      User and authorized by Online  Resources to enable such User to access and
      receive  services   delivered  through  the  electronic   banking  network
      including those delivered under the Quotien(SM) System.

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      "PC Browser-Based  Application"  shall mean the application  software that
      Online Resources has developed for the purpose of enabling Users to access
      the   Quotien(SM)   System  via  the  Internet  or  Extranet  and  receive
      Quotien(SM) Services.

      "PIN" shall mean the personal  identification number assigned to each User
      and  authorized  by the ATM  network  to enable  such  User to access  and
      receive  services   delivered  through  the  electronic   banking  network
      including those delivered under the Quotien(SM) System.

      "User" shall mean a "Customer"  who has  accessed the  Quotien(SM)  System
      through PC Browser-Based Application and uses his assigned PIN or Password
      to access the Designated Quotien(SM) Services.

2.    Business Relationship

2.1   Online Resources' Responsibilities

      Online  Resources  agrees  to be  solely  responsible  for  providing  the
      Designated  Quotien(SM)  Services to FI for the benefit of its Users.  The
      services  are  described  in  Exhibit A and are  subject to the prices set
      forth in Exhibit B. For items not specified in Exhibit B, Online Resources
      reserves the right to provide individual quotes.

      Online Resources agrees to provide the Designated Quotien Services at 110%
      of the industry  standard  performance  levels  detailed in the  published
      Online  Resources  Service  Quality  Index,   which  may  be  periodically
      modified.  If 110% of the  composite  industry  standard  is not met at FI
      level in each of three consecutive  months, then Online Resources will pay
      a penalty  in a sum equal to 10% of the FI's last  invoice,  not to exceed
      $10,000 per month,  provided the FI is current and in good standing on all
      open invoices payable to Online.

2.2   Fl Responsibilities

      FI is responsible for:

      a.    Assigning a product manager to this service;

      b.    Ensuring that FI sales and other  personnel  understand the features
            and  functions  of  the  services,   and  have  an   opportunity  to
            participate in FI's Test programs.

      FI agrees to actively  market the  Designated  Quotien(SM)  Service either
      independently  or by participating  in one of Online  Resources'  consumer
      marketing programs. At a minimum,

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      this includes  communicating the product and service features and benefits
      to the consumer market through regular branch  merchandising  and Customer
      communications.

      FI agrees to be responsible  for providing  front-line  Customer  Service,
      either  through its own call center or through Online  Resources'  service
      bureau.

3.    Grant of Licenses

3.1   Service Marks and Trademarks

      While  this  Agreement  is in  effect,  Online  Resources  grants  to FI a
      non-exclusive,  non-transferable  license to use all of Online  Resources'
      service marks and  trademarks in connection  with marketing the Quotiens"'
      Service and in providing Customer Service to Users.

3.2   Integrated Support Software

      While  this  Agreement  is in  effect,  Online  Resources  grants  to FT a
      non-exclusive, non-transferable license to use Integrated Support Software
      solely in connection  with providing  those Customer  Services which FI is
      obligated to provide under this Agreement.

3.3   Marketing Rights

      While  this  Agreement  is in  effect,  Online  Resources  grants  to FI a
      non-assignable,  non-transferable  right  to  market  and  distribute  the
      Designated Quotien' Service to Customers.

      Notwithstanding such license, Online Resources reserves the right to offer
      non-banking  electronic  services through the Quotien(SM)  System to Users
      upon  prior  written   approval  of  Fl,  which   approval  shall  not  be
      unreasonably withheld.

4.    Representations, Warranties, and Covenants of Online Resources

      In  order  to  induce  FI to  execute  this  Agreement,  Online  Resources
      represents,  warrants,  and covenants (in addition to any other  covenants
      contained herein) to FI as follows:

4.1   Requirements

      Online  Resources will comply with all network and processor  requirements
      and procedures, as well as with all applicable laws and regulations, while
      providing the Quotien(SM)  Service to Users.

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                                      Quotien(SM) Xxxx Payment Service Agreement
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      The FI agrees to provide  and  maintain a test  account to enable  ORCC to
      test the initial and on-going  functionality  of the Quotien(sm)  Internet
      Xxxx Payment  Application.  The FI agrees to establish these accounts with
      ORCC at no charge.

4.2   Fl Service Marks and Trademarks

      Online  Resources  will not use any of FI's service  marks and  trademarks
      except for the purpose of identifying the Designated  Quotien(sm) Services
      to Users and in any such case, only with the prior written consent of FI.

4.3   Advertising, Messaging, and Product Information

      Online  Resources  reserves the right to  advertise to targeted  groups of
      Users based on an internal analysis of its database with the prior written
      approval of FI, which approval shall not be unreasonably withheld.

      Online Resources  agrees it will not disclose User  information  including
      confidential  xxxx payment data and User lists to any third party,  unless
      requested by the User.

4.4   User Satisfaction Surveys

      Online  Resources will conduct  periodic  (monthly) end user  satisfaction
      surveys.  The purpose of the survey is to measure users' perception of the
      quality  of the  service  versus  their  expectations.  Approximately  one
      percent of users across Online  Resources'  clients are randomly  selected
      for the  survey.  No user will  receive a survey  more than once every 365
      days.  Surveys are performed  online and are anonymous  (Online  Resources
      cannot  identify  the  user).  At the  time of this  contract  the  survey
      measures overall user satisfaction as well as users' perception of: system
      performance,  account  statement,  xxxx  payment and  customer  care.  The
      results of the survey are  incorporated  into the  Service  Quality  Index
      which are available to the financial  institution on a periodic  (monthly)
      basis.

4.5   Confidentiality

      Online  Resources  will  maintain  the  confidentiality  of the FI's trade
      secrets,  know-how,  procedures,  or  manuals  of which  Online  Resources
      acquires  knowledge  during the term of this Agreement (FI's  Confidential
      Information).  Online Resources agrees not to disclose,  publish, divulge,
      or reveal any of the FI's  Confidential  Information  unless  required  by
      lawful subpoena.  Online Resources shall also maintain the confidentiality
      of the Users and their account information. Notwithstanding the foregoing,
      Online  Resources  shall have the right to compile  information  regarding
      Users' use of the Quotien(SM) Service, and make such marketing information
      available for sale, provided such information is not specific to any Users
      or FI.

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4.6   Representations and Warranties

      Online Resources  represents and warrants that it has the exclusive right,
      title, and interest in and to the Quotien(sm)  Service and the Quotien(sm)
      System,  and  each  component  thereof,   and  that  distribution  of  the
      Quotien(sm)  Services  and/or  the  Quotien(sm)  System,  or  any  portion
      thereof,  to Fl as provided herein,  is not subject to or violative of any
      right,  title,  or interest of any third party or third  parties in and to
      the Quotien(sm) Service and/or the Quotien(SM) System.

4.7   Gramm Xxxxx Xxxxxx Act Compliance: Security and Privacy

      The purpose of this section is to ensure that this Agreement conforms with
      the applicable provisions of the Xxxxx-Xxxxx-Xxxxxx Act (the "Act").

4.7.1 Online Resources generally agrees to maintain the Confidential Information
      (defined  below) in  confidence  and in a secure  manner and agrees not to
      disclose  such  Confidential  Information  to any third  party or use such
      Confidential  Information  except for the limited purposes of carrying out
      its obligations under the Agreement. "Confidential Information" shall mean
      any data or information  that is  proprietary to the disclosing  party and
      not generally known to the public, whether in tangible or intangible form,
      including,  but not  limited  to, the  following  information:  databases,
      customer lists, and other customer or consumer  specific data deemed to be
      "nonpublic personal information" under the Rules.

4.7.2 Online  Resources  agrees and  represents  to the FI that it  implements a
      security program including measures designed to meet the objectives of the
      Interagency  Guidelines  Establishing  Standards for Safeguarding Customer
      Information (the "Guidelines").

4.7.3 The FI has the right to make reasonable requests to inspect, during normal
      business hours and upon 30 days advance written notice,  Online Resources'
      Program, associated audit reports, summaries of test results or equivalent
      measures taken by Online  Resources to ensure that it's security  measures
      meet the  objectives of the  Guidelines  in accordance  with the Rules and
      this Amendment.  These  inspections will be performed on Online Resources'
      premises  and the bank  will be  billed  at a rate of $200  per hour  plus
      expenses for such  inspections.  Notwithstanding  the  previous  sentence,
      Online   Resources  agrees  that  upon  written  request  and  payment  of
      applicable  fees to  promptly  provide  the FI with a copy of any audit or
      test result  report that it is legally  permitted to disclose,  that would
      assist the Fl in evaluating Online Resources'  program,  including but not
      limited to, any SAS 70 report covering Online's operations.  (Please refer
      to Exhibit B.)

4.7.4 In carrying out the above-described  obligations to secure and protect the
      respective  Confidential  Information of the FI, Online  Resources  agrees
      that it will  protect  the  Confidential  Information  of the Fl and  will
      require  any of its service  providers  or

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                                      Quotien(SM) Xxxx Payment Service Agreement
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      subcontractors  to protect and safeguard the  Confidential  Information of
      the FI to the same degree required of Online Resources.

4.7.5 Online  Resources  agrees  that in the event there is a breach of security
      resulting in unauthorized  disclosure of the  Confidential  Information of
      the FI, Online will promptly  notify the FI of such breach,  the nature of
      such breach, and the corrective action taken to respond to the breach.

5.    Covenants of Fl

      In order to induce  Online  Resources  to execute this  Agreement,  and in
      addition to any other covenants  contained  herein,  the FI covenants with
      Online Resources as follows:

5.1   Requirements

      FI will continue to comply with all network and processor requirements and
      procedures,  and remain responsible for network and processor  transaction
      fees.

5.2   Disclosures

      FI will provide Users with all  disclosures  required under the Electronic
      Funds Transfer Act and shall  cooperate  with Online  Resources to develop
      resolution  procedures  mandated  under  federal  and/or state banking and
      consumer protection laws.

5.3   Confidentiality

      FI will maintain the  confidentiality  of any of Online  Resources'  trade
      secrets,  know-how,  procedures, or manuals of which FI acquires knowledge
      during  the  term  of  this  Agreement  ("Online  Resources   Confidential
      Information").  FI agrees not to disclose, publish, divulge, or reveal any
      of such Online  Resources  Confidential  Information  unless required by a
      lawful subpoena.

5.4   Notice and Correction of Malfunctions

      FI shall promptly notify Online  Resources of any acts or conditions which
      cause the Quotien'  System to  malfunction or which  adversely  impact the
      ability  of  Online  Resources  to  provide  the  Designated   Quotien(sm)
      Services.  FI agrees to promptly correct any malfunction or such other act
      or condition and to take whatever action is reasonably required to prevent
      the same from recurring.

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5.5   Payment of Fees

      Recurring  monthly  minimum  fees  are  billable  beginning  on  the  date
      specified  in Exhibit B.  Invoices  are due and payable  immediately  upon
      presentation. FT shall make arrangements for collection through ACH debits
      to designated Fl account and FI shall  provide  appropriate  authorization
      for  Online  to  collect  invoices  through  ACH  debits,  which  shall be
      processed  no sooner  than the 20th of the  month.  FI shall be subject to
      1.5% monthly penalty on outstanding  overdue amounts.  FI has 60 days from
      the invoice date to report any billing discrepancies.

      Online  Resources may increase the fees  described in the exhibits to this
      Agreement only after the first anniversary of the effective date, and will
      provide  forty five days  written  notice to FI prior to any  increase  in
      fees.  If the  effect of such price  increase  would be to raise FI's fees
      described in the  exhibits to this  agreement by more than 10%, FI may, at
      its option,  terminate this Agreement  without the early  termination fees
      set forth in Section 7.4. FI must notify Online Resources of its intent to
      terminate  within 30 days of receipt of notice from Online  Resources of a
      Fee change.

6.    Default

6.1   Event of Default

      An Event of Default shall have occurred if (a) a party hereto shall breach
      any  covenant  contained in this  Agreement  and shall have failed to cure
      such breach  within the  greater of (i) 20 business  days from the date of
      receiving written notice of such breach by the non-breaching party or (ii)
      such reasonable length of time required to cure such breach, provided such
      party is diligently  pursuing a cure, in both cases after having  received
      written  notice from the  non-breaching  party of the breach;  (b) a party
      hereto shall (i) become subject to any bankruptcy or insolvency proceeding
      under a Federal or state  statute,  (ii)  become  insolvent  or subject to
      direct control by a trustee,  receiver,  or similar authority or (iii) has
      wound up or liquidated, voluntarily or otherwise.

6.2   Rights Upon an Event of Default

      If an Event of Default occurs on the part of a party hereunder,  the other
      party shall have the right within 60 days  following the occurrence of the
      Event of Default to terminate  this  Agreement  upon written notice to the
      other party.

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                                      Quotien(SM) Xxxx Payment Service Agreement
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7.    Term

7.1   Initial Term

      The  initial  term of this  Agreement  shall  expire  three years from the
      effective date specified above.

7.2   Renewals

      The Agreement shall  automatically  renew for successive  three-year terms
      unless notice of termination is provided by FI or Online Resources no less
      than 60 days preceding the expiration of any term. Renewal pricing will be
      provided to FI 90 days prior to automatic renewal date.

7.3   Rights of Termination

      Following termination of this Agreement,  FI agrees to pay a de-conversion
      fee of $5,000 to obtain the following information:

            o     Provide Fl in  machine-readable  formatted file(s) which would
                  include Customer, Merchant and Scheduled Payment Data.

7.4   Early Termination

      Termination  of this  Agreement by FI for any reason  prior to  expiration
      will cause FI to pay Online Resources all outstanding  balances and also a
      termination fee equivalent to the highest monthly invoice amount times the
      remaining number of months in the service  agreement term, as set forth in
      Exhibit B. FI must notify  Online  Resources in writing  within 30 days of
      its  intent to  terminate.  The early  termination  fee is payable in full
      within 30 days of early termination of this Agreement.

8.    Miscellaneous

8.1   Notice

      Any notice to be given hereunder shall be delivered by hand,  including by
      messenger or overnight  courier,  or sent by certified or registered mail,
      return  receipt  requested,  addressed  as  follows or as  designated,  in
      writing, by any party hereto. If to Online Resources:

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                                      Quotien(SM) Xxxx Payment Service Agreement
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            Online Resources Corporation
            0000 Xxxxxxxx Xxxxx, 0xx Xxxxx
            XxXxxx, XX 00000
            Attn: Chief Financial Officer

      with a copy to:

            Minez, Levin, Cohn, Ferris, Glovsky & Popeo, PC
            00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
            Xxxxxx, XX 00000
            Attn: Xxxx X. Xxxxxxx, Esq.

      If to Fl:

            Two River Community Bank

            __________________________________________________
            __________________________________________________
            Attn: ____________________________________________

      with a copy to:

            __________________________________________________
            __________________________________________________
            Attn: ____________________________________________

8.2   Assignment

      FI may not assign any of its interests in, rights,  or  obligations  under
      this  Agreement  without the prior  written  consent of Online  Resources,
      except that any FI which acquires,  merges, combines, or consolidates with
      Fl should  automatically  succeed to all the rights and  obligations of FI
      under  this  Agreement.  Online  Resources  may not  assign  its rights or
      obligations  under this Agreement without the prior written consent of Fl,
      provided,  however,  such consent shall not be required in connection with
      the acquisition of Online  Resources'  business.  In all cases  hereunder,
      consent will not be unreasonably withheld.

      In the event the Fl is acquired,  merged, combined, or consolidated with a
      financial institution wishing to offer the Designated Quotien(sm) Services
      to  Customers   whose  account  access   requires  a  separate   technical
      implementation,  the succeeding  institution will pay an additional system
      set-up fee. That fee will be negotiated  between Online  Resources and the
      succeeding financial institution.

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8.3   Entire Agreement

      This Agreement  embodies the entire  agreement of the parties  relating to
      the  subject   matter  hereof.   This   Agreement   supersedes  all  prior
      correspondence,   conversation,  memoranda,  and  agreements  between  the
      parties

8.4   Successors and Assigns

      This Agreement shall bind the successors and assigns of the parties hereto
      and inure to the benefit of the permitted successors and assigns thereof.

8.5   Force Majeure

      No party  shall be held  liable  or held in breach  of this  Agreement  if
      prevented,  hindered,  or delayed in the  performance or observance of any
      provision hereof by reason of any act of God, strike,  lockout, riot, acts
      of war,  terrorism,  epidemics,  government actions, or regulation imposed
      after the date hereof,  judicial order, or other cause beyond such party's
      reasonable  control.  Both  parties  agree  that,  once  executed  by both
      parties, this Agreement shall supersede all other prior agreements between
      the two parties.

      IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed
      by their duly authorized officers as of the date first above written.

      ONLINE RESOURCES CORPORATION

      By: /s/
          ---------------------------   ----------------------------
          Signature                     Date
          Print Name


      TWO RIVER COMMUNITY BANK

      By: /s/ Xxxxxxx Xxxxxxx                      3/17/03
          ---------------------------   ----------------------------
          Signature                     Date
          Xxxxxxx Xxxxxxx
          ---------------------------
          Print Name

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                         Exhibit A: Service Description

Quotien(SM) Services

      The  Quotien(SM)  Xxxx Payment  Service is made up of all the features and
      service  options  described in this Exhibit.  The  Designated  Quotien(SM)
      Services  are the service  components  to be  delivered  to the  Financial
      Institution as reflected in the Functional  Requirements Document based on
      the FI  Implementation  Questionnaire  and the  Electronic  Funds Transfer
      Disclosure for Retail Accounts.

Account Accessibility

      Users  shall  be able to  access  up to 40  accounts  at  their  financial
      institution (Fl), if their accounts are accessible to Online Resources via
      the ATM Network and support xxxx  payment  transactions.  At minimum,  all
      Users will have access to their primary checking account.

      Only  accounts  that can be  accessed  through  the ATM Network in formats
      supported  by  Online  Resources  can  support  Quotien(SM)  transactions.
      Supported formats may be expanded by Online Resources from time to time.

      With the Designated Quotien(SM) Services,  Users can access their accounts
      via the PC Browser-based  application.  Upon general availability,  access
      will also be provided  via private  commercial  networks,  such as America
      Online  (AOL).  Online  Resources  will support xxxx payment  transactions
      initiated through other software, such as Microsoft Money and Quicken, and
      will comply with industry standards such as OFX and Gold.

Xxxx Payments

      Users shall be able to pay any merchant currently on the system and to add
      merchants to the system.  The term  "merchant"  shall include,  but not be
      limited to, a business,  charitable  institution,  or professional service
      organization  such as a law firm or doctors'  group in the U.S., but shall
      exclude the Internal Revenue  Service,  as well as all state and local tax
      authorities.  Users shall be able to schedule xxxx payments up to 364 days
      in the future.

      o     Users shall be able to schedule  xxxx payments to occur on a regular
            basis:   weekly,   biweekly,   monthly,   semi-monthly,   quarterly,
            semi-annually, or annually for up to 45 years.

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      o     Users shall be able to review,  change,  and cancel scheduled future
            or  recurring   payments  up  until  midnight  the  day  before  the
            transaction is scheduled.

      o     Users who are consumers (as opposed to Small  Business  Customers of
            the FI) may make an unlimited  number of xxxx payments  throughout a
            given month.  Online Resources reserves the right to review accounts
            with more than 20 xxxx payments per month to identify Small Business
            Users.

Transaction Summary

      o     All  Users  shall be able to  obtain  a  statement  of their  online
            activity,   which  shall  include  an  itemized  list  of  completed
            transactions for the past 45 days,  scheduled  transactions  forward
            through same date next month,  and future  balances  forward through
            the same date next month.

Operating Assumptions

Online  Resources  pulls an initial account balance from the primary DDA Account
at the beginning of each end-user session.  Online Resources pulls other account
balances to support User  activity  throughout  the  session.  The FI agrees and
guarantees to accept as good all payments confirmed by Online Resources based on
that initial balance.

Stand-In

It is strongly recommended that Online Resources be allowed to provide a limited
set of functionality when the FI or the ATM Network is not available in order to
increase the availability of Xxxx Payment Services to Users.  Specifications for
this option will be defined during Implementation.

System Maintenance and Processing Support

Online Resources  provides ongoing system maintenance to support the Quotien(sm)
Service. These include batch file transfers, software maintenance,  customer and
merchant database maintenance and software upgrades.

Each  business day Online  Resources  will make up to two attempts to process an
FI's batch files or the activity updates from the Integrated  Support  Software.
If an error on the FI's part requires additional Re-processing Support by Online
Resources, Online Resources will provide it as needed on a fee basis.

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                                      Quotien(SM) Xxxx Payment Service Agreement
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Client Services

Account Management Services

Online  Resources will assign an Account  Manager who is responsible  for Online
Resources'  ongoing  post-implementation  relationship with the FI and serves as
the primary point of contact for non-operational  issues for the FI. The Account
Manager  provides  marketing  consultation to FIs who request such assistance to
develop marketing programs where  opportunities  exist to increase the User base
for xxxx  payment.  Examples of marketing  support  include:  an online  banking
marketing   guide,   sample   consumer   marketing   campaigns,   sample  branch
communication package, and optional marketing services.

Training Services (optional)

Online  Resources  can  provide  optional  Training  Services  for  FIs  at  its
facilities  in McLean,  Virginia  or at the FI's  site.  Training  Services  are
available on a fee basis.

Customer Service Training

Online Resources provides two days of training to enable FI personnel to:

      o     Use the Integrated Support Software and service Users.

      o     Resolve any problems that are incidental to Quotien(sm) System.

Branch Sales Training

At the option of the FI, Online  Resources will also provide  training to enable
FI trainers to teach branch  personnel how to sell the  Designated  Quotien(sm)'
Services,  as well as sales procedures they should follow.  FI may elect to have
Online Resources train branch personnel directly.

MIS Reports

Online Resources  provides  detailed sales and usage reports to assist the FI in
monitoring product performance. Additional reports are available on a custom fee
basis.

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                                      Quotien(SM) Xxxx Payment Service Agreement
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The Quotien(sm) Marketing Workshop (optional)

This  optional  workshop  is a seminar  program  that guides  participating  Fls
through the planning process by helping them define their marketing  objectives,
which drives key decisions about pricing, positioning, and promotions.

Solicitation Package (optional)

Online  Resources  has  created a  solicitation  package  that FIs can brand and
produce.  The campaign includes sign-up forms,  newspaper ads,  posters,  direct
mail,  outdoor,  broadcast (radio and TV), and customer  communications  pieces,
brochures, and statement stuffers.

Marketing Services (optional)

Online  Resources  can provide  marketing  services to clients.  These  services
include the creation and production of advertising  and  promotional  materials,
either as principal or agent. These services are optional and quoted separately.

Internet Services

Online  Resources  provides Web Site Design and Hosting Services as set forth in
the Web Site Design and Hosting Agreement.

Customer Services

FI can provide  front-line  Customer  Services  through its own call center,  or
Online  Resources  can  provide  Customer  Service in the FI's name in a service
bureau environment.

Fl Customer Service

The FI is responsible for providing front-line Customer Service,  either through
its own call  center or  through  Online  Resources'  service  bureau.  Customer
Service  Representatives  establish and man incoming voice phone lines,  receive
telephone  calls and  correspondence  from Users,  and are  responsible  for the
following tasks.

Internet Xxxx Payment

Customer Setup and Maintenance

      o     Process the  application and enter customer data into the Integrated
            Support System.

      o     Link Users to merchants listed on the sign-up form.

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                                      Quotien(SM) Xxxx Payment Service Agreement
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      o     Perform  account  maintenance  by  entering  changes  to the  User's
            account, card/PIN/Password information, and merchant information.

Resolution of User Inquiries

Customer Service  Representatives are responsible for responding to inquiries in
the following categories:

      o     Additional  accounts  to be  linked  to the  Designated  Quotien(sm)
            Services.

      o     Pricing of the Designated Quotien(sm) Services.

      o     Transactional questions about xxxx payments.

      o     Navigation through the access devices.

      o     Features of the Designated Quotien(sm) Services.

Other Requests or Issues

Customer Services  Representatives will answer other requests, such as those for
a change of address or cancellation of service,  and enter such changes into the
Integrated Support System. They will also work with Online Resources to identify
and diagnose any system issues or reported problems.

Online Resources' Additional Fl and End User Support

Online  Resources  is  responsible  for  supporting  the FI and its Users in the
following areas:

      o     Technical  fulfillment of linking end users to their Enabling Access
            Device.

      o     Merchant relationships including payment inquiries, account updates,
            and new merchant solicitation.

      o     Technical support,  including related  communications issues for the
            Designated Quotien(sm) Services.

      o     User  error as  defined  by  Regulation  E (12 CFR 205 et seq.),  in
            cooperation with FI.

      o     All escalated FI inquiries.

Hours of Operation

Online  Resources'  service bureau  option,  operating in the name of the FI, is
available 24 hours per day, 7 days a week,  with the  exception of the following
holidays:

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                                      Quotien(SM) Xxxx Payment Service Agreement
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            New Years Day
            Memorial Day
            Independence Day
            Labor Day
            Thanksgiving Day
            Christmas Day

Additional FI support  calls,  including  technical  customer  support,  payment
inquiries,  FI-escalated  issues,  or other questions or requests can be made to
Online  Resources' 24 x 7 call center at any time. The call center's  ability to
provide  immediate and final  resolution  may be dependent on merchants' or FI's
hours of operation, further technical, network and/or systems research, end user
availability, or other factors.

Service Standards

      o     User  registrations  will be processed  within two (2) business days
            for online registrations and registration forms.

      o     FI Customer Service will process and complete  merchant links within
            ten (10) business days from the date they are received.

      o     FI Customer Service  Representatives shall respond to User inquiries
            as set forth above by the close of business.

      o     Online  Resources'  additional  Fl and  User  support  will  provide
            call-back  assistance  in any  case in  which  immediate  and  final
            resolution  did not occur in the call center (i.e.,  dependent  upon
            contact with third parties,  etc.) no later than the end of the next
            business day from receipt of call.

Late Charges and Penalty Guidelines

The  parties  agree  that  responsibility  for paying  any late  charges  and/or
penalties incurred due to a late payment to a merchant shall be as follows:



            ------------------------------------------------------------------------------------
                                                                  Responsibility for Paying Late
                          Reason for Late Payment                        Charges/Penalties
            ------------------------------------------------------------------------------------
                                                                  Online          FI        User
            ------------------------------------------------------------------------------------
                                                                                    
            Lost, cannot determine reason                           X
            ------------------------------------------------------------------------------------
            Not sent as scheduled                                   X
            ------------------------------------------------------------------------------------
            Sent to wrong location                                  X
            ------------------------------------------------------------------------------------
            U. S. Mail delay                                        X
            ------------------------------------------------------------------------------------
            Delay by merchant                                       X
            ------------------------------------------------------------------------------------
            Failure of FI to maintain database                                    X
            ------------------------------------------------------------------------------------
            Intervention by FI                                                    X
            ------------------------------------------------------------------------------------
            Incorrect entry by FI                                                 X
            ------------------------------------------------------------------------------------
            Scheduled incorrect number of days before due date                               X
            ------------------------------------------------------------------------------------
            Scheduled incorrectly                                                            X
            ------------------------------------------------------------------------------------
            Incorrect account information supplied by User                                   X
            ------------------------------------------------------------------------------------


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                                      Quotien(SM) Xxxx Payment Service Agreement
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A late payment to a merchant is defined as a payment that has not arrived at the
merchant  within the  allowable  number of days stated on the screen at the time
the User scheduled the payment.

Any Stop Payments requested as a "stand alone" transaction by the institution or
the end user are  billable  and will be  reflected  on the monthly  invoice.  In
addition,  stop payments  initiated due to user error will be billed.  If a stop
payment is initiated as part of a payment  inquiry in order to resolve a payment
problem, a separate stop payment fee does not apply.

Any Check Copies requested as a "stand alone"  transaction by the institution or
the end user are  billable  and will be  reflected  on the  monthly  invoice.  A
detailed  check copy report is attached to the invoice.  There is no  additional
fee for check copies requested to resolve a payment posting issue as part of the
normal payment inquiry process.

Service Boundaries

Quotien(sm)  Internet  Xxxx Payment  Services are broad and flexible in order to
meet the many varied needs of the User and FI.  However,  some boundaries of the
service are noted below:

      o     The  address  for User  stored in Online  Resource's  database  must
            comply with U.S. postal standards.

      o     The maximum payment amount supported by Online Resources is $25,000;
            however,  payments over $25,000 are allowed with a contract addendum
            signed by the FI.

      o     Payments  are  made  in  U.S.  dollar  denominations  to  U.S.-based
            merchants.

      o     The payment  guarantee does not apply to payments made to "excluded"
            merchants.

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