SERVICES AGREEMENT

BISYS, INC.                                            Contract No.   CHH-2217
11 Greenway Plaza                                    Price List No.   12-91
Houston, Texas 77046-1102


Client     INTERNET ORGANIZING GROUP, INC.
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Address    7000 PEACHTREE/DUNWOODY ROAD, BUILDING 10, SUITE 300
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City     ATLANTA            State        GEORGIA        Zip Code      30328
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1.  SCOPE OF AGREEMENT

Client agrees to convert to the BISYS system (defined in Paragraph 2(C) below)
and BISYS, Inc. ("BISYS") shall provide Client, in accordance with this
Agreement, the services selected by Client from BISYS' then applicable Standard
Services Price List and/or Special Services Price List (collectively, the "Price
Lists") (collectively, the "Services").  BISYS shall provide the reports listed
on the Standard Reports List and Special Reports List as applicable to the
Services selected by Client.  The current Price Lists are attached hereto and
made a part hereof.

2.  TERM OF AGREEMENT

A.  The initial term of this Agreement shall commence the date this Agreement
    is executed by both parties and end 36 full calendar months after the
    "Conversion Date" (as defined in Paragraph 4 (B)) (the "Initial Period").
B.  The Agreement shall automatically continue after the Initial Period for
    subsequent consecutive terms of three years each unless and until it is
    terminated by either party upon written notice to the other given at least
    180 days prior to the end of the Initial Period or any additional three
    year period.
C.  If Client has given BISYS notice pursuant to Paragraph 2(B) and Client
    intends to deconvert from the BISYS data processing system ("BISYS
    System"), Client may, upon written notice to BISYS given at any time during
    the final 120 days of this Agreement (as determined in accordance with 2(B)
    above) or any extension hereof pursuant to this Paragraph 2(C), extend the
    termination date to the date indicated in such notice, which date shall not
    be, in any event, less than 120 days after the date of such notice.
    Commencing at the end of the Initial Period or any renewal period (as
    applicable), Client shall pay for Services at the prices set forth in the
    then current BISYS Price Lists notwithstanding the giving of extension
    notice.
D.  Continuing obligations under this Agreement including, without limitation,
    those relating to "BISYS Products" (defined in Paragraph 10(A));
    "Confidential Information" (defined in Paragraph 10(F)) and "Client Files"
    (defined in Paragraph 8(A)), shall survive any termination.

3.  CHARGES

A.  Each month commencing Conversion Date, whether or not Client actually uses
    any Services during such month, Client shall pay a minimum monthly amount
    equal to the greater of (i) $__________ (ii) BISYS' charges for the
    Services actually used by Client during such month; or (iii) ____% the
    charges invoiced to Client for the month immediately preceding any
    deconversion by Client if Client deconverts from the BISYS System.

B.  The initial charges for the Services are specified in the Price Lists, and
    shall be recorded by the BISYS System or by any other means used by BISYS
    of determining Client's usage.  The charges for the Services listed on the
    Standard Services Price List as of the date hereof will not be changed by
    BISYS until the expiration of the first year following Conversion Date.
    Thereafter, during the remaining term of the Initial Period, the charges
    for the Services listed on the Standard Services Price List may be changed
    by BISYS at any time and from time to time upon at least 90 days prior
    written notice to Client.  During the Initial Period, the charges for the
    Services listed on the Special Services Price List as of the date hereof
    may be changed by BISYS at any time after the date hereof upon at least 90
    days prior written notice to Client.  After the Initial Period, the charges
    for the Services listed on the Price Lists shall automatically, and without
    notice, be changed to BISYS' standard (non-discounted) list prices then in
    effect for the respective Services; such prices may, thereafter, be changed
    by BISYS, at any time and from time to time, upon at least 90 days prior
    written notice to Client.
C.  There shall be added to all charges for the Services furnished Client
    hereunder amounts equal to any applicable taxes levied or based on such
    Services, exclusive of taxes based on BISYS' income.

D.  No later than the 5th day of each calendar month, BISYS shall invoice (the
    "Monthly Invoice") Client:  (i) for all Services projected to be used by
    Client during that billing month (the "Billing Month") which charge will be
    based upon either actual usage and number of accounts during the month
    prior to the Billing Month or the minimum charge pursuant to Paragraph
    3(A); (ii) an amount equal to 100% of the recurring pass through charges
    (e.g. communication charges) actually utilized by Client during the prior
    month as the estimated pass through charges for the Billing Month; (iii)
    adjustments (debits/credits) to the prior month's estimated charges set
    forth in (i) and (ii) above and; (iv) all other charges incurred by Client
    during the prior month.  For the projected portion of the invoice, the
    first Monthly Invoice shall be based upon BISYS' estimates of usage and
    shall also include for the prior month (during which the Conversion Date
    occurred) a full month's charges unless the Conversion Date is after the
    15th of the prior month, in which event Client shall be assessed one-half
    month's charges for the prior month.  Client agrees to pay all amounts set
    forth in the Monthly Invoice by automatic debit by BISYS on the last
    business day of the Billing Month from a Client bank account established
    for this purpose (the "Payment Account").  Client agrees to execute any and
    all required documentation to enable BISYS to perform such automatic
    debiting of the Payment Account.  If Client fails to pay any amounts due
    under this Agreement, Client shall, upon demand, pay interest at the rate
    of 1-1/2% per month, but in no event more than the highest interest rate
    allowable, on such delinquent amounts from their due date until the date of
    payment.  Client agrees to reimburse BISYS for any and all expenses BISYS
    may incur, including reasonable attorney fees, in taking action to collect
    any amounts due BISYS hereunder.  All amounts due must be paid prior to
    Client's deconversion from the BISYS System.

4.  CONVERSION TO THE SERVICES

A.  BISYS shall, to the extent applicable, convert machine readable Client
    Files to make them compatible with the Services selected by Client from the
    Standard Services Price List.  Client agrees to cooperate with BISYS and
    provide all necessary information and assistance required for BISYS to
    successfully convert such Client Files.  Client will assign a liaison
    person to assist and cooperate with BISYS in such conversion.

<PAGE>

B.  BISYS shall determine in accordance with its normal acceptance procedures
    when the applicable Client Files have been successfully converted and when
    the Services selected by Client from the Standard Services Price List are
    operational and available for Client's use.  The date the first of the
    Services selected by Client from the Standard Services Price List is
    operational and available for Client's use is the "Conversion Date".

<PAGE>

5.  AVAILABILITY OF THE SERVICES

A.  Hours for accessing Services on an on-line basis ("On-Line Hours") at the
    BISYS data center providing Services to Client ("Data Center") are 7:00
    A.M. to 9:00 P.M. Monday through Friday and 7:00 A.M. to 5:00 P.M. Saturday
    (Data Center time) exclusive of BISYS holidays (New Years Day, Memorial
    Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day).  A
    particular Service may also be available at other than On-Line Hours; in
    which event Client may, at its option and subject to any additional charges
    therefor, use that Service at such other times.
B.  BISYS will make every reasonable effort to have the Services available
    during the On-Line Hours.  However, BISYS cannot and does not guarantee
    such availability.  Accordingly, Client's remedy and BISYS' sole liability
    to Client or any third party for claims, notwithstanding the form of such
    claims (e.g., contract, negligence or otherwise), arising out of (i) the
    unavailability of the BISYS System or (ii) the interruption in or delay of
    the Services provided or to be provided by BISYS hereunder, shall be for
    BISYS to use all reasonable efforts to make the BISYS System available
    and/or to resume the Services as promptly as reasonably practicable.
C.  Client shall, at it's expense, be responsible for delivering and
    transmitting to and from Client's offices, the offices of the applicable
    regulatory authorities and any other location authorized by Client, and the
    Data Center all data and information necessary for BISYS to furnish the
    Services to Client.

6.  USE OF THE SERVICES

A.  Client is exclusively responsible for the consequences of its own actions;
    for any instructions it gives BISYS; for its failure to access the Services
    in the manner prescribed by BISYS, and for its failure to supply accurate
    input information.  Client is responsible for auditing, balancing,
    verifying the correctness of calculation routines (such as interest and
    service charges) and reconciling any out-of-balance condition, and for
    notifying BISYS of any errors in the foregoing within three business days
    after receipt of the incorrect information.  Client's remedy and BISYS'
    sole liability to Client or any third party for any claims, notwithstanding
    the form of such claims (e.g., contract, negligence or otherwise), arising
    out of errors or omissions in the Services provided or to be provided by
    BISYS hereunder and caused by BISYS shall be for BISYS to furnish the
    correct report and/or to correct the applicable Client Files, provided that
    Client promptly advises BISYS thereof.
B.  Client shall use the Services in accordance with such reasonable
    instructions as may be established by BISYS from time to time as set forth
    in any written materials furnished by BISYS to Client.
C.  Except as otherwise permitted by BISYS, Client will use the Services only
    for its own internal and proper business purposes and will not sell or
    otherwise provide, directly or indirectly, any of the Services or any
    portion thereof to any third party.
D.  Client shall not make any alteration, change or modification to any of the
    computer programs, data bases and/or BISYS supported files used by BISYS in
    connection with providing the Services to Client hereunder, without BISYS'
    prior written consent in each instance.
E.  BISYS shall give Client written notice of any BISYS system change which
    materially affects Client.  Nothing herein shall preclude or limit BISYS'
    ability to make changes to its data processing system.

7.  COMMUNICATION LINES AND EQUIPMENT.

A.  BISYS shall order, on Client's behalf and with Client's approval, the
    installation of appropriate telephone lines and communications equipment to
    enable Client to access the Services.  Client shall pay all charges
    relating to the installation and use of such telephone lines and
    communications equipment.
B.  BISYS shall not be responsible for the reliability, or continued
    availability, of  telephone lines and communications equipment used by
    Client in accessing the Services.

8.  FILE SECURITY AND RETENTION.

A.  Any Client data bases and files or other information provided by Client to
    BISYS for use with the Services (the "Client Files") shall remain the
    confidential property of Client.  BISYS will provide reasonable security
    provisions to insure that third parties do not have access to the Client
    Files.  BISYS reserves the right to issue and change regulations and
    procedures from time to time to improve file security.  BISYS will instruct
    its employees having access to the Client files to keep the same
    confidential by using the same care and discretion that BISYS uses with
    respect to its own confidential property.
B.  BISYS will take reasonable precautions to prevent the loss of, or
    alteration to, Client Files, but BISYS cannot guarantee against any such
    loss or alteration.  Accordingly, Client will, to the extent deemed
    necessary by Client, keep copies of all source documents of information
    delivered to BISYS and will maintain a procedure external to the BISYS
    System for the reconstruction of lost or altered Client Files.  In
    connection with the foregoing, it is understood that Client shall assume
    and be responsible for risk of loss and/or damage to documents and records
    while they are in transit to and from the Data Center.
C.  During the term of this Agreement, BISYS will retain the Client Files in
    accordance with, and to the extent provided by BISYS' then prevailing
    records retention policies for the Services, which policies will be
    consistent with guidelines covering the Services established by appropriate
    regulatory authorities.  BISYS will, upon the expiration of any retention
    period for Client Files, dispose of Client Files in any manner deemed
    appropriate by BISYS unless Client, prior to such disposal, furnishes to
    BISYS written instructions for the disposition of such Client Files at
    Client's expense.  Client shall pay for the provision of Client Files to
    Client at BISYS' standard rates for such services and BISYS shall provide
    such Client Files provided that BISYS has been paid for all Services
    provided hereunder through the date such requested Client Files are
    returned to Client.
D.  BISYS has a written Disaster Recovery Plan establishing emergency
    procedures, including off-premises backup facility.  In connection
    therewith, BISYS has prepared a Disaster Recovery Manual.  The Disaster
    Recovery Plan and Disaster Recovery Manual are available at the Data Center
    for examination by bank auditors and examiners and, as they may be modified
    from time to time, will remain in existence during the term of this
    Agreement.  BISYS shall provide Client, upon written request, with
    information necessary for Client to develop a disaster contingency plan
    which will work in concert with BISYS' Disaster Recovery Plan.

9.  DUTIES UPON TERMINATION; RETURN OF RECORDS.

A.  Upon the termination of this Agreement for any reason, BISYS will dispose
    of all Client Files still in the BISYS System in any manner deemed
    appropriate by BISYS unless Client, not later than 30 days after such
    termination, furnishes to BISYS written instructions for the disposition of
    such Client Files at Client's expense as set forth in Paragraph 9(B).
B.  At Client's request as set forth in Paragraph 9(A), BISYS shall deliver to
    Client all of the Client Files then retained by BISYS including file
    layouts and their descriptions in BISYS format and shall provide in
    accordance with BISYS deconversion policies, reasonable and necessary
    assistance with the deconversion from the BISYS System to a non-BISYS
    system ("Deconversion").  Client shall pay BISYS for Deconversion
    assistance in accordance with BISYS' then current Deconversion rate
    schedule.  Payment for Deconversion together with all other payments which
    are due, and which will become due pursuant to the provisions of this
    Agreement shall be paid to BISYS prior to delivery of such Client Files.
C.  Client Files returned to Client shall be in a standard BISYS machine
    readable format.

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10.  OWNERSHIP, USE AND CONFIDENTIALITY; BISYS PRODUCTS AND CONFIDENTIAL
INFORMATION.

A.  All computer programs and related documentation made available, directly or
    indirectly, by BISYS to Client as part of the Services (the "BISYS
    Products") are the exclusive and confidential property of BISYS or the
    third parties from whom BISYS has secured the right to use such computer
    programs and documentation.
B.  A personal, non-exclusive, non-transferable right and license is being
    granted to Client to use, during the term of this Agreement, any
    applications software programs included in the BISYS Products (the
    "Application Programs") which are delivered to Client as part of the
    Services solely for Client's own business usage.  Client shall not have any
    interest in the Applications Programs except for this limited license.
C.  Client shall receive all improvements, enhancements, modifications and
    updates to any Applications Programs which are delivered to Client as part
    of the Services if, and as, made available by BISYS to its clients
    generally.  All such improvements, enhancements, modifications and updates
    shall be delivered to Client in the form of a computer media, which media
    shall be provided to Client by BISYS and shall be installed by Client.  If
    Client fails to install any such media within 45 days of its receipt from
    BISYS, BISYS shall have no further obligation to provide Client with
    improvements, enhancements, modifications or updates to such Application
    Programs.
D.  Client acknowledges that it shall be deemed a sublicensee of BISYS for any
    systems software programs included in the BISYS Products (the "Systems
    Programs") which are delivered to Client as part of the Services.  Client
    accepts a sublicense from BISYS of the Systems Programs on a personal,
    non-exclusive, non-transferable basis with the right to use, during the
    term of this Agreement, such Systems Programs solely in connection with the
    Services.
E.  Client shall not copy, in whole or in part, any BISYS Products or related
    documentation, whether in the form of computer media, printed or in any
    other form.  Client shall not make any alteration, change or modification
    to any BISYS Products.
F.  Client shall treat as confidential and will not disclose or otherwise make
    available any of the BISYS Products or any trade secrets, processes,
    proprietary data, information or documentation related thereto including,
    without limitation, any flow charts, logic diagrams or source code
    (collectively the "Confidential Information"), in any form, to any person
    other than employees of Client.  Client will instruct its employees who
    have access to the BISYS Products and the Confidential Information to keep
    the same confidential by using the same care and discretion that Client
    uses with respect to its own confidential property and trade secrets.  Upon
    the termination of this Agreement for any reason, Client shall return to
    BISYS any and all copies of the BISYS Products and the Confidential
    Information which are in its possession.

11.  GOVERNMENTAL AGENCIES.

A.  Client shall provide all required notices to the appropriate regulatory
    authorities concerning the initiation or termination of this Agreement, or
    of any substantial changes in the Services being provided to Client.  BISYS
    agrees that any and all Client Files maintained by it for the Client
    pursuant to this Agreement shall be available for inspection by the
    appropriate regulatory authorities and Client's internal auditors and
    independent public accountants, upon prior written notice to BISYS.  All
    costs incurred by BISYS in the preparation of data for inspection,
    examination or audit will be charged to Client at BISYS' then standard
    rates for such services.
B.  BISYS shall provide annually to the appropriate regulatory authorities any
    Third Party Review Reports prepared by independent public accountants with
    respect to the Services performed by BISYS at the Data Center and copies of
    BISYS' audited financial statements.  By entering into this Agreement,
    BISYS agrees that it extends to the Office of Thrift Supervision ("OTS")
    the same authority and responsibility (as applicable to Client) provided to
    the other regulatory agencies pursuant to the Bank Service Corporation Act,
    12 U.S.C. 1867(C) relating to services performed by contract or otherwise.
C.  If after the date hereof any modifications to the Services shall be
    required by law or by any governmental regulatory authority, BISYS shall,
    except to the extent such changes may be beyond the capability of the BISYS
    System to implement, conform the Services to be in compliance with such
    modified laws or governmental regulations.  BISYS may, at its discretion,
    pass on, in whole or in part, on an equitable basis to all users of the
    Services (including Client) affected by any such modification the actual
    costs incurred by BISYS in making any such modification to the Services.

12.  WARRANTY.

A.  BISYS represents and warrants that the Services will conform materially to
    their design specifications and user documentation which may be changed
    from time to time.  This warranty shall not extend to any of the computer
    programs, data bases and/or BISYS supported files used by BISYS in
    connection with providing the Services to Client hereunder which have been
    altered, changed or modified in any way, without BISYS' prior written
    consent in each instance.
B.  EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES, EXPRESS OR
    IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR
    MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

13.  LIMITATION OF LIABILITY.

A.  The remedies specified in this Agreement constitute Client's sole and
    exclusive remedies in the event of any alleged defaults by BISYS under this
    Agreement.  BISYS' sole liability, if any, for damages (monetary or
    otherwise) resulting from claims made by Client or any third party arising
    from or related to any and all causes not covered by the foregoing remedies
    shall be limited to the lesser of (i) the amount of actual damages incurred
    by Client or (ii) an amount which shall not exceed the charges paid by
    Client during the six (6) month period immediately preceding the event from
    which such liability arose for the Services performed which gave rise to
    the claim.
B.  IN NO EVENT WILL BISYS BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR
    CONSEQUENTIAL DAMAGES WHICH CLIENT MAY INCUR OR EXPERIENCE ON ACCOUNT OF
    ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF BISYS HAS BEEN ADVISED
    OF THE POSSIBILITY OF SUCH DAMAGES.

14.  PATENT AND COPYRIGHT INDEMNIFICATION.

BISYS will hold Client harmless and, at its own expense, will defend any action
brought against Client based on a claim that the Services used within the scope
of this Agreement infringe a United States patent or copyright provided Client
notifies BISYS promptly in writing of the claim, BISYS has sole control of the
defense of the action and all negotiations for its settlement or compromise, and
Client cooperates with BISYS in the defense of the action.  In the event any of
the Services becomes, or in BISYS' opinion is likely to become, the subject of a
claim of infringement of patent or copyright, BISYS, at its option, may (i)
secure for Client the right to continue using such Service(s), (ii) replace or
modify such Services to make it or them non-infringing, (iii) cease providing
the affected Service(s) or (iv) if none of the foregoing options is commercially
reasonable, in BISYS' opinion, terminate this Agreement.  If BISYS exercises its
option hereunder to terminate this Agreement, such termination shall be at no
penalty to BISYS except that BISYS shall provide the Deconversion assistance
described in Paragraph 9(B) at no charge to Client.

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<PAGE>

15.  INSURANCE.

BISYS shall maintain, during the term of this Agreement, $10,000,000 of coverage
under a Blanket Crime Policy covering fraudulent and dishonest acts committed by
its employees for which it is legally responsible.  BISYS shall maintain, on its
own behalf, insurance coverage for loss from fire, disaster, or other causes
contributing to interruption of normal services.  Client, at its own expense,
will maintain all insurance and fidelity bonds required by the applicable
regulatory authorities.

16.  DEFAULT; REMEDIES UPON DEFAULT.

A.  Any of the following events will constitute an "Event of Default" under the
    Agreement:  (i) non-payment of any amounts due hereunder to BISYS by
    Client; (ii) non-performance of any of Client's or BISYS' other material
    obligations hereunder; (iii) if any representation or warranty of Client or
    BISYS is materially breached; (iv) if Client or BISYS files a petition for
    bankruptcy or becomes the subject of an involuntary bankruptcy petition
    which is not vacated within 60 days of filing, or becomes insolvent; or (v)
    if any substantial part of Client's or BISYS' property becomes subject to
    any levy, seizure, assignment, application or sale for or by any creditor
    or governmental agency.
B.  Upon occurrence of an Event of Default under the Agreement, the
    non-defaulting party may, at its option, terminate this Agreement provided
    at least 30 days (or longer period as may be required by the applicable
    regulatory authorities) prior written notice has been given to the other
    and such default has not been cured within such period.  Upon such
    termination by BISYS, BISYS may declare all amounts due and to become due
    hereunder immediately due and payable.  The remedies contained in this
    Paragraph 16 are cumulative and in addition to all other rights and
    remedies available to the parties under this Agreement or by operation of
    law or otherwise.

17.  FORCE MAJEURE

BISYS shall not be liable or deemed to be in default for any delay or failure to
perform under this Agreement or for interruption of the Services resulting,
directly or indirectly, from any cause beyond BISYS' reasonable control.

18.  GENERAL.

A.  BISYS shall provide Client upon written request, copies of The BISYS Group,
    Inc.'s (BISYS' parent corporation) current audited financial statements.
B.  Client acknowledges that it has not been induced to enter into this
    Agreement by any representation or warranty not set forth in this
    Agreement.  This Agreement contains the entire agreement of the parties
    with respect to its subject matter and supersedes all existing agreements
    and all other oral, written or other communications between them concerning
    its subject matter.  This Agreement shall not be modified in any way except
    by a writing signed by both parties.
C.  The failure by either party hereto to insist upon strict performance of any
    of the provisions contained herein shall in no way constitute a waiver of
    its rights as set forth herein, at law or equity, or a waiver by either
    party of any other provisions or subsequent default by the other party in
    the performance of or compliance with any of the terms and conditions set
    forth herein.
D.  This Agreement may not be assigned by either party, in whole or in part,
    without the prior written consent of the other which consent shall not be
    unreasonably withheld.  It shall not be deemed an assignment requiring
    consent if the stock of either is sold, or all, or substantially all, of
    the assets are sold so long as such sale does not materially negatively
    affect the basis of the financial bargain upon which this Agreement is
    based as of the date hereof and such sale does not materially negatively
    affect the provision of the Services hereunder.  If there is such a
    negative impact, then the sale shall be deemed an assignment requiring
    consent as set forth above.  This Agreement shall be binding upon and shall
    inure to the benefit of BISYS and Client and their respective successors
    and permitted assigns.
E.  If any provision of this Agreement (or any portion thereof) shall be held
    to be invalid, illegal or unenforceable, the validity, legality or
    enforceability of the remainder of this Agreement shall not in any way be
    affected or impaired thereby.
F.  The headings in this Agreement are intended for convenience of reference
    and shall not affect its interpretation.
G.  The individuals executing this Agreement on behalf of BISYS and Client do
    each hereby represent and warrant that they are duly authorized by all
    necessary action to execute this Agreement on behalf of their respective
    principals.
H.  Client acknowledges that a breach of any of its obligations under this
    Agreement relating to the BISYS Products and/or the Confidential
    Information will cause BISYS irreparable injury and damage and therefore
    may be enjoined through injunctive proceedings in addition to any other
    rights or remedies which may be available to BISYS, at law or in equity and
    BISYS grants Client the same rights with respect to a breach of BISYS'
    obligations relating to the confidentiality of Client Files.
I.  During the term of this Agreement, neither party hereto shall, directly or
    indirectly, solicit or encourage to leave, any employee of the other
    without prior written consent, which consent shall not be unreasonably
    withheld.



 

BISYS, INC.                                                                         INTERNET ORGANIZING GROUP, INC.

                                                        
Agreed to:         /s/ Paul Bourke                         Agreed to:     /s/ T. Stephen Johnson/Donald S. Shapleigh, Jr.
           --------------------------------------------               ------------------------------------------------------
                 (signature-Authorized Officer)                                          (signature-Authorized Representative)

Name:              Paul Bourke                             Name:   T. Stephen Johnson/Donald S. Shapleigh, Jr.
     --------------------------------------------------          -----------------------------------------------------------
                 (print or type)                                                    (print or type)

Title: President & CEO        Date: August 22, 1996        Title: Chairman/President              Date:  August 21, 1996
      ----------------------        -------------------          -------------------------------        --------------------
         (print or type)                                          (print or type)

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THIS AGREEMENT SHALL BECOME EFFECTIVE UPON BEING SIGNED BY AUTHORIZED OFFICERS OF BISYS AND CLIENT.
BISYS' MARKETING REPRESENTATIVES DO NOT HAVE THE AUTHORITY TO BIND BISYS.
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<PAGE>


               ADDENDUM TO SERVICES AGREEMENT NO.    CHH-2217-12-91

                     SERVICES AGREEMENT DATED AS OF    8/22/96



Reference is made to the above Services Agreement between the undersigned (the
"Agreement") to which this Addendum is attached and made a part thereof.

The Agreement is hereby amended and supplemented as follows:

1.  Except as expressly amended and supplemented hereby, all terms defined in
    the Agreement shall have the same meanings when used herein.

2.  CHARGES

    2.1  Section 3 of the Agreement is amended by adding the following new
         Paragraphs after Paragraph 3(D):

         "E.  For purposes of this Agreement and Addendum, the following
              definitions shall apply:

              1.   The term "Exhibit A Services" shall mean the Services
                   identified on attached Exhibit A (both the Standard Services
                   and Special Services listed on Exhibit A).  The parties
                   agree that included in the definition of Exhibit A Services
                   are Client usage of any features associated with the
                   Services listed on the Standard and Special Services portion
                   of Exhibit A which features are in existence and available
                   to Client as of the date of this Addendum.  Neither
                   features, nor Services, listed on the Price Lists as of the
                   date hereof, but not set forth on Exhibit A shall be deemed
                   to be part of the Exhibit A Services and such other Services
                   and/or features shall be billed to Client in accordance with
                   the provisions of Paragraph 3(G) (set forth in Paragraph 3.2
                   of this Addendum.  The parties also agree that Exhibit A
                   Services are recurring Services and do not include any
                   installation charges, training charges, one-time license
                   fees or any other one-time charges; the charges for which
                   are not included in the "Fixed Monthly Charge" (as defined
                   in Paragraph 3(F) below).

              2.   The term "One Year Period(s)" shall mean each twelve (12)
                   month period commencing on Conversion Date and the
                   indication as to which 12 month period is indicated will be
                   with the addition of an ordinal number preceding the term
                   One Year Period, i.e., First One Year Period, Second One
                   Year Period, etc.

              3.   The term "Base Accounts" shall mean up to ______ Client
                   accounts.

              4.   The term "Client Accounts" shall mean the number of
                   accounts, both asset and liability, on the BISYS System.

         F.  For any and all Client usage of Exhibit A Services, Client shall
         pay BISYS each month a fixed monthly charge (the "Fixed Monthly
         Charge"), in accordance with the following:

<PAGE>

         1.   During the First One Year Period, the Fixed Monthly Charge shall
              be $________ for up to _____ Base Accounts, provided, however,
              that BISYS shall review the number of Base Accounts on the BISYS
              System on a quarterly basis during the First One Year Period and
              if at the time of such review the number of Client Accounts
              exceeds _____ then the Fixed Monthly Charge will be adjusted and
              calculated as (x) $________ plus (y) the number of Base Accounts
              in excess of _____ times the appropriate "Per Account Fee" set
              forth below.

         2.   At the end of each One Year Period, BISYS will determine the
              number of Client Accounts on the BISYS System (the "Year End
              Accounts"), and the Fixed Monthly Charge shall be adjusted for
              the next One Year Period based on the number of Year End
              Accounts.  The Fixed Monthly Charge for the next One Year Period
              will be calculated as: (x) the number of Year End Accounts times
              (y) the appropriate Per Account Fee set forth below, provided,
              however, that during the Second One Year Period, the Fixed
              Monthly Charge may be adjusted if the number of Client Accounts
              determined by BISYS at the end of the sixth month during the
              Second One Year Period exceeds the number of Year End Accounts
              determined at the end of the First One Year Period, in which case
              the Fixed Monthly Charge would be calculated as (x) the then
              current Fixed Monthly Charge plus (y) the number of Client
              Accounts determined at the end of the fifth month during the
              Second One Year Period in excess of the number of Year End
              Accounts determined at the end of the First One Year Period times
              the appropriate Per Account Fee below.

                        Number of Year
                        End Accounts             Per Account Fee
                        --------------           ---------------

                        ______ - 10,000                  $____
                        10,001 - 20,000                   ____
                        20,001 - 35,000                   ____
                        35,001 - 50,000                   ____
                        50,001 - 70,000                   ____
                        70,001 - 100,000                  ____
                        More than 100,000                 ____

         3.   On the first day of each  One Year Period after the First One
              Year Period, BISYS may increase the Per Account Fee by a
              percentage equal to the percentage increase in the United States
              Consumer price Index as published by the Bureau of Labor
              Statistics, United States Department of Labor, during the twelve
              month period immediately preceding the date of any increase.

         G.  In addition to the Fixed Monthly Charge, Client shall pay to BISYS
         each month:

         1.   For all usage of Services (both Standard and Special) not
              specifically set forth on Exhibit A; and

         2.   For all pass-through charges at cost incurred by BISYS solely on
              behalf of Client; and


                                          2

<PAGE>

         3.   For all telecommunications charges (which equal BISYS' actual
              cost plus twenty percent), which charges shall include BISYS'
              providing phone line monitoring, consulting services and
              administrative services associated with telecommunications
              Services.

         H.  BISYS' standard conversion services listed on the Special Services
         Price List as "Conversion of Standard Applications" shall be provided
         to Client for $_________.  This charge includes, without limitation,
         all technical services provided by BISYS to EDIFY, Inc., AT&T Corp.,
         Client and Check Free associated with creating an interface between
         (a) the Internet and the BISYS System and (b) Client's system and the
         BISYS System, prior to Conversion Date.  In addition to such fee,
         Client agrees to pay all reasonable out-of-pocket expenses directly
         related to the Conversion Services not included in BISYS' provided
         standard conversion services, including, but not limited to, data
         communications, terminal equipment charges and reasonable travel and
         lodging expenses.

         I.  BISYS agrees that the one time installation and licensing charges
         associated with the Services selected by Client on Conversion Date are
         payable to BISYS as follows: ___________ on the execution date of this
         Agreement, and _________ on September 1, 1996.

3.  AVAILABILITY OF THE SERVICES.

    3.1  Paragraph 5(A) of the Agreement is amended by deleting the Paragraph
         in its entirety and replacing it with the following language:

              "Hours for accessing Services on an on-line basis at the BISYS
              Data Center providing Services to Client ("Data Center") are
              twenty-three hours each day, seven days per week ("On-Line
              Hours").  BISYS agrees that the one hour of unavailability of the
              Services caused by BISYS will occur between the hours of 12:00
              A.M. and 6:00 A.M. (Eastern Time).  In addition, BISYS agrees to
              provide Client prior written notice of any other hours of
              unavailability of the Services caused by BISYS for the purpose of
              upgrading and maintaining the BISYS System and to limit the hours
              of unavailability of the Services caused by such upgrading or
              maintenance to between the hours of 12:00 A.M. and 6:00 A.M.
              (Eastern Time).".

4.  USE OF THE SERVICES.

    4.1  Paragraph 6(E) of the Agreement is amended by inserting the words
         "ninety days" after the first word "Client".

5.  FILE SECURITY AND RETENTION.

    5.1  Paragraph 8(D) of the Agreement is amended by inserting the following
         language at the end of the first sentence:  "...which BISYS agrees to
         implement as required by the provisions of the Disaster Recovery
         Plan.".

    5.2  Paragraph 8(D) of the Agreement is amended by inserting the following
         language at the end of the third sentence:  "and BISYS agrees to use
         commercially reasonably efforts to assist and cooperate with Client
         and its other service providers, including, without limitation, AT&T
         Corp., Edify, Inc. and Check Free, on an emergency basis


                                          3

<PAGE>

         in the event one or more of them suffers a disaster which renders, in
         whole or in significant part, the BISYS System unavailable to Client
         and Client's customers and BISYS' assistance is needed in the repair
         of any BISYS Services or in the migration of BISYS' Services to
         alternate equipment.  Client agrees to pay BISYS for any such disaster
         assistance services rendered in accordance with BISYS' then applicable
         standard hourly rates for such services and all reasonable expenses
         associated therewith

6.  DUTIES UPON TERMINATION; RETURN OF RECORDS.

    6.1  Paragraph 9(C) of the Agreement is amended by inserting the following
         language at the beginning of that Paragraph: "Except as provided in
         Paragraph 9(B),".

7.  OWNERSHIP, USE AND CONFIDENTIALITY; BISYS PRODUCTS AND CONFIDENTIAL
INFORMATION.

    7.1  Paragraph 10(D) of the Agreement is amended by adding the following
         language at the beginning of the second sentence:  "BISYS hereby
         grants and".

    7.2  Paragraph 10(D) of the Agreement is amended by adding the following
         language after the word "use" in the second sentence:  "and to allow
         its customers, employees, agents and independent contractors to use".

    7.3  Paragraph 10(D) of the Agreement is amended by adding the following
         language after the word "basis" in the second sentence:  "(except as
         provided in Paragraph 18(D))".

8.  GOVERNMENTAL AGENCIES.

    8.1  Paragraph 11(B) is amended to add the following sentence after the
         first sentence:  "Upon written and reasonable request, each party
         agrees to provide the other party with all documentation required by
         the requesting party for purposes of compliance with Federal, state or
         local laws and regulations applicable to the Services."

9.  LIMITATION OF LIABILITY.

    9.1  The first sentence of Paragraph 13(A) of the Agreement is amended by
         substituting the phrase "each party's" for the word "Client's" and by
         substituting the phrase "the other party" for the word "BISYS".

    9.2  Paragraph 13(B) of the Agreement is amended by deleting the Paragraph
         in its entirety and replacing it with the following language:

              "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR SPECIAL,
              INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH THE OTHER
              PARTY MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR
              RELYING ON THIS AGREEMENT, EVEN IF THE SUCH PARTY HAS BEEN
              ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.".

10. PATENT AND COPYRIGHT INDEMNIFICATION.

    10.1      The first line of Paragraph 14 of the Agreement is amended by
              adding the phrase "indemnify," after the first word "will".


                                          4

<PAGE>

    10.2      Paragraph 14 of the Agreement is amended by adding the
              followinglanguage at the end of the last sentence:  "and Client
              will be released from all other payment obligations hereunder
              except for Services provided by BISYS in accordance with this
              Agreement received by Client prior to the date of any such
              termination.".

11. DEFAULT; REMEDIES UPON DEFAULT; TERMINATION.

    11.1      Paragraph 16(B) of the Agreement is amended by adding the
              following sentence after the second sentence:  "Upon such
              termination by Client, Client shall be released from all payment
              obligations under this Agreement except for Services provided by
              BISYS in accordance with this Agreement received by Client prior
              to the date of any such termination.".

12. FORCE MAJEURE.

    12.1      Paragraph 17 of the Agreement is amended by deleting the word
              "BISYS" from the first line and substituting the phrase "Neither
              party", by deleting the word "not", and by deleting the word
              "BISYS" from the second line and substituting the word "its".

13. GENERAL.

    13.1      Paragraph 18(B) of the Agreement is amended by deleting the
              word"Client" from the first sentence and substituting the phrase
              "Each party".

    13.2      Paragraph 18(D) of the Agreement is amended by deleting the
              second and third sentences of the Paragraph and replacing them
              with the following language:  "It shall not be deemed an
              assignment requiring consent if at least 50% of the stock of
              either is sold or all, or substantially all of the assets are
              sold.  In addition, it shall not be deemed an assignment
              requiring consent if during the Initial Period this Agreement is
              assigned to an affiliate of Client (i.e., an affiliate shall mean
              a corporation which controls or is controlled by Client or is
              under common control with at least 51% common ownership with
              Client), provided, however, that Client gives BISYS prior written
              notice of such assignment.".

    13.3      Paragraph 18(G) of the Agreement is amended by adding the
              following language at the end of the Paragraph:  "Each party
              represents and warrants that its entry into this Agreement does
              not violate or constitute a breach of any of its contractual
              obligations with third parties.".

14. ADDITIONAL ASSISTANCE.

    14.1      BISYS and Client recognize that Client's financial institution
              set up through the "Internet" is one of the first financial
              institutions of its kind in the United States.  If and when
              problems or difficulties arise,  BISYS and Client agree to use
              commercially reasonable efforts to work together and with Client
              and Client's vendors, including, but not limited to, AT&T Corp.
              and Edify, Inc., in resolving any issues or problems which may
              arise during the term of this Agreement affecting the delivery of
              BISYS' Services to Client.

15. CAROLINA FIRST BANK.

                                          5

<PAGE>

    15.1      BISYS acknowledges that Client is a management company who,
              at present, has an agreement with Carolina First Bank to operate
              its Internet-based banking services branch (the "Internet
              Branch").  Client intends to use the BISYS Services provided
              under the Services Agreement for the Internet Branch.  However,
              Client intends to purchase the Internet Branch from Carolina
              First in the near future and continue to operate it, including
              through the use of BISYS' Services, either under its own name or
              that of an affiliated company.  Accordingly, BISYS and Client
              agree that Paragraph 6(C) of the Agreement is modified to permit
              Client to continue to use BISYS' Services initially in connection
              with Carolina First Bank and eventually as a stand-alone entity.

16. DISPUTE RESOLUTION.

    16.1      The parties will attempt in good faith to resolve any controversy
              or claim arising out of or relating to this Agreement promptly by
              negotiations between senior executives of the parties who have
              authority to settle the controversy (and who do not have direct
              responsibility for administration of this Agreement).

              The disputing party shall give the other party written notice of
              the dispute.  Within 20 days after receipt of such notice, the
              receiving party shall submit to the other a written response.
              The notice and response shall include (a) a statement of each
              party's position and a summary of the evidence and arguments
              supporting its position and (b) the name and title of the
              executive who will represent that party.  The executives shall
              meet at a mutually acceptable time and place within 30 days of
              the date of the disputing party's notice and thereafter as often
              as they reasonably deem necessary to exchange relevant
              information and to attempt to resolve the dispute.

              If the matter has not been resolved within 60 days of the
              disputing party's notice, or if the party receiving such notice
              will not meet within 30 days, the controversy shall be settled by
              arbitration by arbitrators, of whom each party shall appoint one
              and the third shall be selected by the two arbitrators.  The
              arbitration shall administered by the American Arbitration
              Association under its commercial arbitration rules and shall be
              governed by the United States Arbitration Act, 9 U.S.C.Section
              1-16, and judgment upon the award rendered by the Arbitrator(s)
              may be entered by any court having jurisdiction thereof.  The
              place of arbitration shall be mutually agreed upon by both
              parties.  The Arbitrator(s) are not empowered to award damages in
              excess of actual damages, including punitive damages.

              All deadlines specified in this Paragraph 16 may be extended by
              mutual agreement.

              The procedures specified in this Paragraph 16 shall be the sole
              and exclusive procedures for the resolution of disputes between
              the parties arising out of or relating to this Agreement;
              PROVIDED, HOWEVER, that a party may seek a preliminary injunction
              or other preliminary judicial relief if in its judgment such
              action is necessary to avoid irreparable damage.  Despite such
              action the parties will continue to participate in good faith in
              the procedures specified in this Paragraph 16.  All applicable
              statutes of limitation shall be tolled while the procedures
              specified in this Paragraph 16 are pending.  The parties will
              take such action, if any, required to effectuate such tolling.

                                          6


<PAGE>

    16.2      This Paragraph 16 shall not apply in the case of a dispute
              involving confidentiality or infringement of intellectual
              property rights, in which case either party shall be free to seek
              available remedies in an appropriate forum.

17. Neither BISYS nor Client shall (except to persons acting on behalf of such
    party) disclose, and neither party shall permit any of its employees or
    other persons who act or acted in its behalf to disclose, any of the terms
    and conditions of the Agreement, including without limitation any Addendum
    or pricing terms, except as may be required by law or regulatory authority.

Except as expressly amended and supplemented hereby, the Agreement shall remain
unchanged and continue to be in full force and effect.

This Addendum supersedes and replaces any prior agreement (written or oral) as
to its subject matter.  If there is any conflict between the terms and
conditions of this Addendum and the terms and conditions of the Agreement or any
prior addendum to this Agreement, the Terms and Conditions of this Addendum
shall prevail.

BISYS, INC.             INTERNET ORGANIZING GROUP, INC.


By:    /s/Paul Bourke   By: /s/T.Stephen Johnson/Donald S. Shapleigh,Jr.
    -------------------     --------------------------------------------

Name:  Paul Bourke      Name:T.Stephen Johnson/Donald S. Shapleigh,Jr.
     -----------------       -------------------------------------------

Title: President/CEO    Title:        Chairman/President
      ----------------        ------------------------------------------

Date:  August 22, 1996  Date:        August 21, 1996
     -----------------       -------------------------------------------
--------------------------------------------------------------------------------

THIS ADDENDUM SHALL BECOME EFFECTIVE UPON BEING SIGNED BY AN AUTHORIZED OFFICER
OF BISYS.  BISYS' MARKETING REPRESENTATIVES DO NOT HAVE THE AUTHORITY TO BIND
BISYS.  ADDEND.IOGI


                                          7

<PAGE>

                           INTERNET ORGANIZING GROUP, INC.

                                      EXHIBIT A

      EXHIBIT A SERVICES INCLUDE THE STANDARD AND SPECIAL SERVICES LISTED BELOW




Savings Account Processing
Demand Deposit Processing
Certificates of Deposit Processing
NOW, Super NOW, Money Market Processing
Mortgage Loans Processing (including Secondary Market)
Commercial Loans Processing
Installment Loans Processing
Line of Credit Processing
Credit Bureau Processing
CIF Processing
Total Report Manager Optical System
Remote Print Capacity and Usage
TotalMatic Processing
TargetPlus (ReportWriter not to exceed 8 reports per month)
Terminal Operator Security System (TOSS)
Standard Accounts Reconciliation Processing
Interactive Exception Handling
ACH Processing
Total Financial Manager/General Ledger System Interface
Year End Processing Services




<PAGE>

                              TOTAL ACCESS BANKING
                       END USER SOFTWARE LICENSE AGREEMENT

This Agreement, made as of March 13, 1997 between BISYS, Inc. (hereinafter
"Licensor"), having an address at 11 Greenway Plaza, Houston, Texas 77046 and
Atlanta Internet Bank CH-2217-12-91, having an address at 7000 Peachtree-
Dunwoody Road, Bldg. 10, Suite 300, Atlanta, Georgia 30328 (hereinafter
"Licensee").

"BISYS LICENSOR" means that company which has licensed this software to BISYS.

BISYS provides to Licensee the computer software and other related data,
including intellectual data, proprietary information and user documentation that
is contained on the medium in the TOTAL ACCESS BANKING product herein referred
to as the "Licensed Materials" and hereby licenses its use.  Licensee assumes
responsibility for the selection of the Licensed Materials to achieve Licensee's
intended results, and for the installation, use and results obtained from the
Licensed Materials.


I.   SCOPE OF LICENSE

     A.   Licensor grants and Licensee accepts, a non-exclusive, non-
          transferable, perpetual license to use the Licensed Materials in
          accordance with the terms of this End User Software License Agreement.

     B.   Licensor represents that the BISYS Licensor is sole and exclusive
          owner to, or has obtained all rights, titles, and interest in and to
          the Licensed Materials issued under this license, and to all
          modifications and enhancements thereof developed by BISYS Licensor
          (including ownership to all trade secrets and copyrights pertaining
          thereto).  Nothing in this license should be construed to be a grant
          of title or ownership of software to Licensee.

     C.   Licensee agrees that it may (1) use the Licensed Materials only in
          conjunction with Syntellect equipment; (2) make one copy of the
          Licensed Materials for archival purposes only; and (3) use the
          Licensed Materials only for internal purposes.

     D.   Licensee agrees it may not reverse-engineer, merge, or otherwise
          modify the object code, or assign or transfer the Licensed Materials
          to any other party except to a successor in interest of the Licensee's
          business that assumes all of the Licensee's obligations with respect
          to the Licensed Materials.

     E.   Licensee agrees that the Licensed Materials and all manuals, documents
          and other information marked "Confidential Information" will be
          accepted by Licensee in confidence, and Licensee will guard against
          disclosure of such information, and shall


                                                                     Page 1 of 6

<PAGE>

                              TOTAL ACCESS BANKING
                 END USER SOFTWARE LICENSE AGREEMENT - CONTINUED

          use all reasonable efforts to protect and defend the confidential
          nature of the software and related materials.

     F.   Licensee agrees that it will retain and affix as appropriate, all
          copyright, patent, or other notices; proprietary legends; trademarks,
          logos, and other restrictive markings.

     G.   Licensee acknowledges that Licensor limits its warranty of the sub-
          system software and operating system software (portions of the
          Licensed Materials owned by BISYS Licensor) to 180 days after
          shipment, and warrants that the software shall not fail in any
          material respect to execute its programming instructions due to
          defects in materials and workmanship.  THE FOREGOING WARRANTY IS IN
          LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING WITHOUT
          LIMITATION), THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
          PARTICULAR PURPOSE.

     H.   Licensee acknowledges that software support is not provided for in
          this Agreement, but is available from Licensor upon payment of the
          applicable fees, and upon execution of a separate Total Access Banking
          Additional Services Addendum.

     I.   Licensee agrees that Licensor and BISYS Licensor SHALL NOT BE LIABLE
          FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTIONS OF BUSINESS, OR
          FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
          KIND, WHETHER UNDER THIS LICENSE OF [sic] OTHERWISE.

     J.   Licensee acknowledges that its obligations remain in effect for as
          long as it continues to possess and use the Licensed Materials, and
          such obligations shall be for the benefit of, and enforceable by,
          Licensor.

     LICENSEE MAY NOT USE, COPY, MODIFY, OR TRANSFER THE LICENSED MATERIALS, OR
     ANY COPY, MODIFICATION OR MERGED PORTION, IN WHOLE OR IN PART, EXCEPT AS
     EXPRESSLY PROVIDED FOR IN THIS LICENSE.  IF LICENSEE TRANSFERS POSSESSION
     OF ANY COPY, MODIFICATION OR MERGED PORTION OF THE LICENSED MATERIALS OR
     ANY RELATED DOCUMENTATION TO ANOTHER PARTY, THIS LICENSE SHALL
     AUTOMATICALLY TERMINATE.

                                                                     Page 2 of 6

<PAGE>

                              TOTAL ACCESS BANKING
                 END USER SOFTWARE LICENSE AGREEMENT - CONTINUED

II.  TERM

     The term of this license is perpetual, unless and until it is terminated
     under one of the following conditions:

     A.   Licensee agrees that Licensor may terminate this License if Licensee
          materially breaches any provisions of this agreement or the Total
          Access Banking Additional Services Agreement and the breach remains
          unresolved for a period of thirty (30) days from receipt of written
          notice by the Licensor.  Upon such termination, Licensee agrees to
          return the Licensed Materials together with all copies in any form.

     B.   Either party gives the other written notice of cancellation at least
          sixty days prior to the effective date of such cancellation.  The
          Licensee agrees to return the Licensed Materials together with all
          copies in any form.


III. DELIVERY AND ACCEPTANCE

     A.   BISYS shall deliver Licensed Materials to Licensee, in a machine
          readable format accompanied by appropriate documentation.

     B.   The Licensed Materials and related documentation delivered to Licensee
          shall be deemed to be accepted by Licensee within 30 days after
          delivery unless BISYS is notified in writing to the contrary.  Any
          notification by Licensee within such 30 day period shall set forth
          with particularity any defects or objections to the Licensed
          Materials.  Within a reasonable period after receipt of such notice,
          BISYS shall correct and redeliver the Licensed Materials and if
          accepted by Licensee, BISYS shall have no further liability with
          respect to delivery of the Licensed Materials.


IV.  LIMITED WARRANTY

     A.   EXCEPT AS STATED ABOVE IN PARAGRAPH I(G) AND IN THIS SECTION THE
          LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
          EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
          WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
          THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED
          MATERIALS IS WITH LICENSEE.  SHOULD THE LICENSED

                                                                     Page 3 of 6
<PAGE>

                              TOTAL ACCESS BANKING
                 END USER SOFTWARE LICENSE AGREEMENT - CONTINUED

          MATERIALS PROVE DEFECTIVE, LICENSEE (AND NOT BISYS LICENSOR) ASSUMES
          THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION
          BEYOND THE WARRANTY PERIOD.  SOME STATES DO NOT ALLOW THE EXCLUSION OF
          IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE.
          THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY
          ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

     B.   BISYS warranty is contingent upon proper use of the Licensed Materials
          in accordance with BISYS installation and operating manuals and
          (a) does not cover Licensed Materials if modified by anyone other than
          BISYS or BISYS' authorized representatives; (b) does not apply if
          adjustment, correction, repair or replacement of the Licensed
          Materials, wholly or partially, is required because of accident,
          neglect or operating conditions outside of specifications; (c) does
          not cover defects in any central processing unit, associated software,
          terminals, controllers or telephone equipment used with the Licensed
          Materials and associated equipment; (d) does not cover malfunctions
          caused by defects in or arising from the installation, training or
          servicing other than by authorized BISYS representatives; and (e) does
          not apply if the Licensee has rejected any corrections, updates or
          modifications made available or supplied by BISYS.

     C.   BISYS and BISYS LICENSOR do not warrant that the functions contained
          in the Licensed Materials will meet Licensee requirements or that the
          operation of the program will be interrupted or error free.

     D.   BISYS and BISYS LICENSOR do warrant to Licensee that the tape(s), CD-
          ROM(s) or diskette(s) on which the software is furnished, will be free
          from defects in materials and workmanship under normal use for a
          period of fourteen (14) days from the date of delivery to Licensee.


V.   MAINTENANCE

     Neither BISYS nor the BISYS LICENSOR shall have any responsibility to
     maintain the Licensed Materials unless Licensee executes BISYS' Total
     Access Banking Additional Services Addendum (the "Addendum").  Upon
     execution of the Addendum, maintenance shall be performed by BISYS pursuant
     to the terms and conditions of the Addendum.


                                                                     Page 4 of 6
<PAGE>

                              TOTAL ACCESS BANKING
                 END USER SOFTWARE LICENSE AGREEMENT - CONTINUED

VI.  LIMITATION OF LIABILITY AND REMEDIES

     A.   BISYS and BISYS LICENSOR'S entire liability and Licensee's exclusive
          remedies shall be:

          1.   The replacement of the software pursuant to the warranty in
               Paragraph I(G) above.  Any notification by Licensee within the
               warranty period shall set forth with particularity any defects or
               errors to the system software.  Within a reasonable period after
               receipt of such notice, BISYS or BISYS Licensor shall correct and
               redeliver the System Software to the Licensee, and if accepted by
               Licensee, BISYS shall have no further liability.  If not
               corrected, BISYS will continue to provide the correction to
               Licensee at no charge.
          2.   The replacement of any tape(s), CD-ROM(s) or diskette(s) not
               meeting the warranty, described in Paragraph IV(C) above, which
               are returned to BISYS, or
          3.   If BISYS is unable to deliver a replacement tape(s), CD-ROM(s) or
               diskette(s) which are free of defects in materials or workmanship
               within a reasonable time after Licensee has returned such
               tape(s), CD-ROM(s) or diskette(s) to BISYS (provided that
               Licensee has returned such tape(s), CD-ROM(s) or diskette(s)
               within the warranty period described in Paragraph IV(C) above),
               Licensee may terminate this Agreement by returning the Licensed
               Materials to BISYS and fees paid by Licensee for the Licensed
               Materials shall be refunded to Licensee.

     B.   IN NO EVENT WILL BISYS OR BISYS LICENSOR BE LIABLE TO LICENSEE FOR ANY
          DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL
          OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE
          SUCH LICENSED MATERIALS, EVEN IF BISYS OR BISYS LICENSOR HAVE BEEN
          ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY
          OTHER PARTY.  SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
          LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
          LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE.


                                                                     Page 5 of 6
<PAGE>

                              TOTAL ACCESS BANKING
                 END USER SOFTWARE LICENSE AGREEMENT - CONTINUED

VII. GENERAL

     A.   Licensee may not sublicense, assign or transfer this license or the
          Licensed Materials or any related documentation except as expressly
          provided in this Agreement, and any attempt to do so shall be void.

     B.   Should Licensee have any questions concerning this Agreement, it may
          contact BISYS by writing to BISYS, Inc., 11 Greenway Plaza, Houston,
          Texas 77046-1102.

     C.   Licensee acknowledges that it has read this Agreement, understands it
          and agrees to be bound by its terms and conditions.  It is further
          agreed that the BISYS Services Agreement will govern in the event of
          any express conflict between the Services Agreement and this Agreement
          with respect to the Licensed Materials.



                                  LICENSEE:      Atlanta Internet Bank
                                            --------------------------
BISYS, INC.                       Client's City/State:     Atlanta, GA
                                                       ----------------------
Approved by: /s/ W.W. Neville     Approved by: /s/ D.R. Grimes
             ----------------                  ------------------------------
Name:   W.W. Neville              Name: D.R. Grimes
      -----------------------           -------------------------------------
Title: SR. V.P.    Date: 3/13/97  Title: VICE CHAIRMAN     Date:  3/7/97
       -----------      --------         -------------            -------

                                                                     Page 6 of 6

<PAGE>

                              TOTAL ACCESS BANKING
                         ADDITIONAL SERVICES ADDENDUM TO
   SERVICES AGREEMENT NO. CHH-2217-12-91 DATED 3-17-97 ("SERVICES AGREEMENT")


I.   ORDER

     BISYS, Inc. ("BISYS") agrees to sell the equipment and to license the
     computer software programs (the application system software, the sub-system
     software, and the operating system software collectively, the "Programs")
     collectively known as the Total Access Banking System (the "System") to the
     client subject to the terms and conditions set forth herein and in the
     separately executed End User Software License Agreement (the "Software
     License").


II.  TERM

     The term of this Addendum shall be coterminous with the term of the
     Services Agreement.


III. MAINTENANCE

     A.   During the term hereof, BISYS agrees to maintain the Programs licensed
          to Client pursuant to the terms of an End User Software License
          Agreement between Client and BISYS with respect to the Programs.  For
          purposes of this Addendum, "BISYS" shall include BISYS and any third
          party authorized by BISYS to provide hardware and/or software
          maintenance on BISYS' behalf.

     B.   Client shall receive, at no additional charge, all new versions of the
          Program(s) and revised documentation as well as all enhancements,
          corrections, and alterations produced by BISYS or received by BISYS
          from the "BISYS LICENSOR" (as such term is defined in the Software
          License) so long as Client does not materially breach, and has not
          materially breached, any provisions of the Services Agreement, the End
          User Software License Agreement, or this Addendum.

     C.   BISYS shall use all reasonable efforts to correct any verifiable and
          reproducible error or defect in the Program(s) or replace said
          defective Program(s) and/or provide assistance or services necessary
          to correct any defect that is solely attributable to BISYS or BISYS
          Licensor and that significantly affects the use of the Program(s) such
          that the System does not materially perform in accordance with its
          designed specifications.  Such corrections or replacements will be
          promptly provided upon written notification to BISYS.  At its expense
          and if

                                                                     Page 1 of 7

<PAGE>

                              TOTAL ACCESS BANKING
                    ADDITIONAL SERVICES ADDENDUM - CONTINUED

          requested by BISYS, Client agrees to provide BISYS with sufficient
          support to enable BISYS to determine and diagnose problems encountered
          in order to conclude that the problem is in fact with the Program(s)
          and to correct the problem or defect.  Corrections for defects due to
          unauthorized Program changes will be billed at BISYS' standard rates
          for such services.

     D.   As more fully described below, BISYS shall perform such maintenance
          service as shall be necessary to keep any equipment purchased or
          leased by Client from BISYS for the purpose of utilizing the Programs
          (the "Equipment") in, or restore the Equipment to, good working order
          operating in accordance with its specifications.

          1.   If at the date the parties hereto enter into this Addendum, the
               Equipment (or any part thereof) is not under an applicable
               warranty period from the manufacturer, BISYS may, at its option,
               inspect and test the Equipment within 30 days of the date hereof
               for such Equipment.  If in BISYS' reasonable judgment such
               Equipment is not in good working order, BISYS shall restore the
               Equipment to good working order, and shall bill Client for such
               inspection, test and restoration services at prevailing rates,
               plus travel and other direct costs.

          2.   Client shall give BISYS' representatives full and free access to
               the Equipment upon reasonable notice.

          3.   With respect to Equipment maintenance services hereunder, the
               obligations of BISYS and Client shall be as follows:
               a.   In the event of a malfunction in the Equipment, Client shall
                    first seek telephone assistance from BISYS.  BISYS and
                    Client shall cooperate in the identification, verification
                    and possible resolution of Equipment problems;
               b.   If the malfunction cannot be corrected through telephone
                    assistance, BISYS, at its option, shall provide on-site
                    maintenance through its authorized representative.  Such
                    representative shall repair or replace all or part of the
                    Equipment and shall perform such other services necessary to
                    return the Equipment to good working order; or, at its
                    option, BISYS shall provide replacement equipment on a

                                                                     Page 2 of 7

<PAGE>

                              TOTAL ACCESS BANKING
                    ADDITIONAL SERVICES ADDENDUM - CONTINUED

                    temporary loan basis delivered by overnight courier service,
                    Monday through Saturday, except holidays.  Upon repair and
                    return of the defective Equipment pursuant to paragraph
                    III.(D)(3)(c), Client shall within five (5) days pack and
                    return any loaned equipment according to BISYS'
                    instructions.  Client will pay all packing and
                    transportation costs for replacement equipment shipments.
               c.   Client shall, with the authorization and according to the
                    instructions of BISYS, pack and return by overnight courier
                    the affected Equipment or part back for repair.  Client will
                    pay all transportation costs for the returned Equipment.
                    The returned Equipment shall be repaired or replaced with
                    new or equivalent to new manufactured equipment at BISYS'
                    option.
               d.   If the loaned equipment is not returned within five (5)
                    days, Client will be invoiced for the loaned equipment at
                    the list price then in effect.

          4.   Services outside the scope of BISYS' obligations under this
               Addendum includes, but is not limited to the following:

               a.   Maintenance, repair or replacement of any peripheral
                    equipment, including, but not limited to, personal
                    computers, video displays, printers, modems, linedrivers or
                    cables;
               b.   Electrical work external to the Equipment;
               c.   Repair or replacement necessitated by damage to or other
                    defects in the Equipment resulting from causes external to
                    the Equipment, including neglect or misuse, unauthorized
                    attachments or modifications, use of the Equipment for other
                    than its intended purpose, service or repair of Equipment by
                    persons other than BISYS or other persons authorized by
                    BISYS;
               d.   Services in connection with relocating the Equipment or the
                    addition or removal of item of Equipment attachments,
                    features,


                                                                     Page 3 of 7


<PAGE>

                              TOTAL ACCESS BANKING
                    ADDITIONAL SERVICES ADDENDUM - CONTINUED

                    accessories, or other devices, or the service of
                    alterations, attachments, or other devices not furnished by
                    BISYS;
               e.   Furnishing supplies or other accessories, or painting or
                    refinishing the Equipment;
               f.   Repair or exchange due to damage, or increase in service
                    time, caused by events beyond BISYS' control, such as
                    accident, transportation, water, wind, fire, sabotage,
                    explosion, vandalism, burglary, and failure of electrical
                    power, alterations or additions to Equipment not furnished
                    by BISYS;
               g.   Repair or exchange caused by the failure to provide a
                    suitable environment prescribed by BISYS including adequate
                    space, electrical power, air conditioning, and humidity
                    control.


IV.  HARDWARE WARRANTY

     A.   BISYS warrants that the Client will acquire good and clear title to
          the Equipment purchased.  BISYS further warrants that for one-hundred
          eighty (180) days after shipment, the Equipment shall be free from
          defects in design, material and workmanship and shall not fail in any
          material respect to execute its programming instructions.  Written
          notice of any claimed defect must be received by BISYS within such
          180-day period.

          THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED
          OR IMPLIED (INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF
          MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE).

          IN THE EVENT OF ANY LOSS OR DAMAGE TO THE CLIENT, WHETHER UNDER
          WARRANTY, CONTRACT OR OTHERWISE, DIRECT OR INDIRECT, INCIDENTAL OR
          CONSEQUENTIAL, BISYS SHALL HAVE NO LIABILITY BEYOND REPAIR OR
          REPLACEMENT OF DEFECTIVE ITEMS, COMPONENTS OR PARTS AS SET FORTH
          HEREIN.  IN NO EVENT WILL BISYS BE LIABLE FOR DAMAGES IN EXCESS OF ALL
          CHARGES PAID


                                                                     Page 4 of 7

<PAGE>

                              TOTAL ACCESS BANKING
                    ADDITIONAL SERVICES ADDENDUM - CONTINUED

          BY THE CLIENT IN RESPECT OF ANY DEFECTIVE ITEM, COMPONENT OR PART
          UNDER THIS AGREEMENT.

     B.   BISYS warranty is contingent upon proper use of the Equipment in
          accordance with BISYS installation and operating manuals and (a) does
          not cover the Equipment if modified by anyone other than BISYS or
          BISYS' authorized representatives; (b) does not apply if adjustment,
          correction, repair or replacement of the Equipment, wholly or
          partially, is required because of accident, neglect or operating
          conditions outside of specifications; (c) does not cover defects in
          any central processing unit, associated software, terminals,
          controllers or telephone equipment used with the System and associated
          equipment; (d) does not cover malfunctions caused by defects in or
          arising from the installation, training or servicing other than by
          authorized BISYS representatives; and (e) does not apply if the Client
          has rejected any corrections, updates or modifications made available
          or supplied by BISYS.


V.   EXPENSES

     Client shall reimburse BISYS for any out-of-pocket expenses incurred by
     BISYS in performing its obligations hereunder.  Expenses include travel,
     lodging, meals, telephone, and shipping as may be necessary to perform
     under this Addendum.


VI.  TITLE

     Any new versions of the Program, including enhancements, modifications,
     alterations, or changes thereto provided under this Addendum shall remain
     the proprietary property of BISYS LICENSOR to the same extent as do the
     Licensed Materials as set forth in the Software License.


                                                                     Page 5 of 7
<PAGE>

                              TOTAL ACCESS BANKING
                    ADDITIONAL SERVICES ADDENDUM - CONTINUED


                                  LICENSEE:      Atlanta Internet Bank
                                            ---------------------------------
BISYS, INC.                       Client's City/State:     Atlanta, GA
                                                       ----------------------
Approved by: /s/ W.W. Neville     Approved by: /s/ D.R. Grimes
             ----------------                  ------------------------------
Name:   W.W. Neville              Name: D.R. Grimes
      -----------------------           -------------------------------------
Title: SR. V.P.    Date: 3/17/97  Title: VICE CHAIRMAN     Date:  3/13/97
       -----------      --------         -------------            -------


VII. PRICES AND FEES

     Prices and fees are as specified on the attached Price Schedules.  The
     schedules are subject to change as specified in the Services Agreement.
     Client hereby agrees to pay the specified charges in consideration for the
     services and products provided hereunder and to abide by the terms of the
     attached Total Access Banking End User Software License Agreement; and all
     terms and conditions in the Services Agreement shall remain unchanged.



                                  LICENSEE:      Atlanta Internet Bank
                                             --------------------------------
BISYS, INC.                       Client's City/State:     Atlanta, GA
                                                       ----------------------
Approved by: /s/ W.W. Neville     Approved by: /s/ D.R. Grimes
             ----------------                  ------------------------------
Name:   W.W. Neville              Name: D.R. Grimes
      -----------------------           -------------------------------------
Title: SR. V.P.    Date: 3/17/97  Title: VICE CHAIRMAN     Date:  3/13/97
       -----------      --------         -------------            -------


                                                                     Page 6 of 7

<PAGE>

                              TOTAL ACCESS BANKING
                                 PRICE SCHEDULE

I.  PRODUCT AND ANNUAL SERVICE            PURCHASE       ANNUAL SUPPORT
                                          --------       --------------
             BASE SYSTEM                   PRICE        AND MAINTENANCE
             -----------                   -----        ---------------
       4 Line Analog Line Model           $                 $
-----                                      -----             ------
   X   8 Line Analog Line Model           $                 $
-----                                      -----             ------
       12 Line Analog Line Model          $                 $
-----                                      -----             ------
       16 Line Analog Line Model          $                 $
-----                                      -----             ------
       24 Line Analog Line Model          $                 $
-----                                      -----             ------

   Additional Line Upgrade
   -----------------------

_____  4 Line Analog Upgrade              $                 $
                                           -----             ------
   APPLICATION SYSTEM

  X    Deposits Application               $                 $
-----                                      -----             ------
       Mortgage Loan Application          $                 $
-----                                      -----             ------
       Installment Loan Application       $                 $
-----                                      -----             ------

 SITE LICENSE                                               $
                                                             ------
 INSTALLATION FEE(1)                      $
      Includes two (2) days on-site        ----
      system installation and training.

 II.  MONTHLY RECURRING SERVICE FEES

VOICE RESPONSE TRANSACTION FEE
      Total Access Banking System ($                        $
      MINIMUM)/transaction/month    ----                     ------
      Other (Third Party)($___                              $
      MINIMUM)/transaction/month                             ------

TERMINAL CONNECT FEE                                        $
 /line/month (Each phone line)                               ------

EXTENDED ON-LINE AVAILABILITY(2)                            $     /month
      The client hereby ____does                             -----
     ____does not subscribe to
      extended on-line UPDATE
      availability
      Client currently has extended
      availability under contract.


---------------------------
(1)   Plus travel and lodging expenses.

(2)   Under the extended on-line option, the TAB system will be available 7 days
     a week, 23+ hours a day, 365 days a year except for periods of
     non-availability on selected Saturdays or Sundays for required maintenance
     of the BISYS Host system hardware and/or software.  BISYS agrees to provide
     clients with prior written notice of the scheduled periods of
     non-availability.

                                                  Client Initials /s/ D.R.G.
                                                                  ------------


                                                                     Page 7 of 7



<PAGE>

                                   BISYS, INC.
                             TOTAL FINANCIAL MANAGER
                          ADDITIONAL SERVICES AGREEMENT


This Addendum will authorize BISYS, Inc. to provide the Total Financial Manager
System ("TFM") to:   Internet Organizing Group, Inc.      (Client)
under the terms of our existing Services Agreement, No. CH-2217-12-91.


Fees for the use of the Total Financial Manager System (TFM) will be assessed
per the following schedule:

Total Estimated Recurring TFM Monthly Costs   $_______       Per Attachment A

Total Estimated TFM Installation Costs        $_______       Per Attachment B

Total Additional Services/Software Costs      $_______       Per Attachment C

We hereby agree to pay the above charges in consideration for the services
provided.  All terms and conditions in the existing Services Agreement shall
remain unchanged.





                                  Client's Name: Internet Organizing Group, Inc.
                                                 -------------------------------
BISYS, INC.                       Client's City/State:  Atlanta, Georgia
                                                       -------------------------

Approved by:/s/ Paul Bourke       Approved by: /s/ Donald S. Shapleigh Jr.
            ---------------                   ----------------------------------
Name: Paul Bourke                 Name: Donald S. Shapleigh Jr.
      ---------------------             ----------------------------------------
Title: Pres. and COO Date: 8/22/96 Title: Pres. and CEO  Date: 8/21/96
       -------------      -------        -------------        -------

                                                                     Page 1 of 4


<PAGE>

              ATTACHMENT A - ESTIMATED RECURRING MONTHLY COSTS FOR
                         TOTAL FINANCIAL MANAGER SYSTEM

This attachment provides a detailed estimate of anticipated costs which will be
incurred by Client for the purpose of using the Total Financial Manager System
(TFM).  Final cost will be billed to the Client on an actual use basis.




                                                                                                  

1.   BASE FEE                                                                                              $ 
                                                                                                           ----------
                                                                 Single Station            LAN
                                                               -----------------       ----------------
     TFM Core Package                                          / /  $________(1)       /X/  $________
         Includes General Ledger, Accounts Payable,
         Fixed Assets, Investment Accounting, and a
         Daily Transaction Interface from the BISYS
         Host
      TFM/TFS Core Package                                     / /  $________(2)      / /  $_________
         Includes Accounts Payable, Fixed Assets,
         Investment Accounting, and a Transaction
         Interface Routine
      Independent Copies of TFM Software (If purchased
      as individual products exclusive of the Core
      Packages above)
         Accounts Payable                                      / /  $________          / /  $________
         Accounts Payable Plus                                 / /  $________          / /  $________
         Fixed Asset Accounting                                / /  $________          / /  $________
         Investment Accounting - IQ Report Writer              / /  $________          / /  $________
         Safe Deposit Box Accounting                           / /  $________          / /  $________
         Shareholder Accounting                                / /  $________          / /  $________
         Asset Liability - ALBUM
          Base                                                 / /  $________          / /  $________
          Remote                                               / /  $________          / /  $________
         Budget Synergizer - ALBUM Plus
          Base                                                 / /  $________          / /  $________
          Remote                                               / /  $________          / /  $________
         Organizational Profitability System
          Level One                                            / /  $________          / /  $________
          Level Two                                            / /  $________          / /  $________
          Level Three                                          / /  $________          / /  $________
         Product Profitability System
          Level One                                            / /  $________          / /  $________
          Level Two                                            / /  $________          / /  $________
          Level Three                                          / /  $________          / /  $________

2.  PER TRANSACTION FEE                                                                                    $ 
                                                                                                           ----------
    Based on number of summarized output
    transactions processed from the TOTALPLUS-
    Registered Trademark- G/L interface:
       _____ per transaction

3.  ADDITIONAL CHARGES
    Asset Liability/ALBUM Data File
    __  Accounts @ $____ per download                                                                      $ 
                                                                                                           ----------

    Connection Charges
    __  Pollable Terminals @ $_____ each(3)                                                                $
                                                                                                           ----------
    __  Pollable Terminals @ $_____ each(3)                                                                $
                                                                                                           ----------

TOTAL ESTIMATED RECURRING MONTHLY COSTS                                                                    $ 
                                                                                                          ----------
                                                                                                          ----------

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

(1)    Monthly charge of $_____ if Accounts Payable Plus is substituted for
     regular Accounts Payable.

(2)    Monthly charge of $_____ if Accounts Payable Plus is substituted for
     regular Accounts Payable.

(3)    If PC is already being polled, then do not include as charge is already
     being assessed.


                                                                     Page 2 of 4
<PAGE>

            ATTACHMENT B - ESTIMATED SOFTWARE/INSTALLATION COSTS FOR
                             TOTAL FINANCIAL MANAGER

This attachment provides a detailed estimate of anticipated costs which will be
incurred by Client for the purpose of sublicensing Total Financial Manager
System (TFM), installing, if applicable, at the designated Client site(s) and
training the Client's personnel in the use of the system, as well as other
miscellaneous tasks which may be required for installation.  final cost of
sublicensing, installation, or training will be billed to the Client on an
actual basis.  The rates of each type of service rendered are listed below.




                                                                                                               
1.   BASE FEE                                                                                                           $ 
                                                                                                                        -----------
                                                                            Single Station               LAN
                                                                            --------------          ---------------


     TFM Core Package (Includes General Ledger, Accounts                / /  $_______(5)            /X/  $_______(5)
         Payable, Fixed Assets, Investment Accounting,
         and 3 days of training at BISYS Corporate
         Center.)
     TFM/TFS Core Package                                               / /  $_______(3)            / /  $_______(6)
         Includes Accounts Payable, Fixed Assets,
         Investment Accounting and 1 day of training at
         BISYS.
     Independent Products
         Accounts Payable(7)                                            / /  $_______               / /  $_______ 
         Accounts Payable Plus(7)                                       / /  $_______               / /  $_______ 
         Accounts Payable - ACH Interface Module(7)                     / /  $_______               / /  $_______ 
         Fixed Asset(7)                                                 / /  $_______               / /  $_______ 
         Investment Accounting - IQ Report Writer Module(7)             / /  $_______               / /  $_______ 
         Safe Deposit Box Accounting(7)                                 / /  $_______               / /  $_______ 
         Shareholder Accounting(7)                                      / /  $_______               / /  $_______ 
         Asset Liability - ALBUM                                                                                  
           Base System                                                                                            
             Software Charge                                            / /  $_______               / /  $_______ 
             Installation(4)                                            / /  $_______               / /  $_______ 
           Each Remote Unit                                                                                       
             Software                                                   / /  $_______               / /  $_______ 
             Installation(4)                                            / /  $_______               / /  $_______ 
         Budget Synergizer - ALBUM Plus                                                                           
          Base System                                                                                             
            Software                                                    / /  $_______               / /  $_______ 
            Installation(4)                                             / /  $_______               / /  $_______ 
          Each Remote Unit                                                                                        
            Software                                                    / /  $_______               / /  $_______ 
            Installation(4)                                             / /  $_______               / /  $_______ 
         Organizational Profitability System                                                                      
           Level One                                                    / /  $_______               / /  $_______ 
           Level Two                                                    / /  $_______               / /  $_______ 
           Level Three                                                  / /  $_______               / /  $_______ 
         Product Profitability System                                                                             
           Level One                                                    / /  $_______               / /  $_______ 
           Level Two                                                    / /  $_______               / /  $_______ 
           Level Three                                                  / /  $_______               / /  $_______ 

2.  ADDITIONAL TRAINING
    __  Days at Corporate Training Facility                                  $_______  per day                           $     (4)
                                                                                                                        ---------
    __  Days at Regional Training Facility                                   $_______  per day                           $     (4)
                                                                                                                        --------
    __  Days at Client Site                                                  $_______  per day                           $     (4)
                                                                                                                        --------

3. (4)PLUS TRAVEL AND LODGING EXPENSES                                                                                   $
                                                                                                                        --------
TOTAL ESTIMATED INSTALLATION COSTS                                                                                       $
                                                                                                                        --------
                                                                                                                        --------



(4)  Plus travel and lodging expenses (estimated based on number of anticipated
     trips, transportation and lodging costs, etc.)

(5)  If Client elects to substitute Accounts Payable Plus for Accounts Payable
     in Core Package, price is adjusted to $______ and $______, respectively.

(6)  If Client elects to substitute Accounts Payable Plus for Accounts Payable
     in Core Package, price is adjusted to $______ and $______, respectively.

(7)  Installation and training for independent products at special quote (plus
     travel and lodging expenses incurred).


                                                                     Page 3 of 4

<PAGE>

              ATTACHMENT C - ADDITIONAL SERVICES/SOFTWARE COSTS FOR
                             TOTAL FINANCIAL MANAGER




                                                                   
1.   Norton's Norton Advanced Utilities 8.0 Software               Copies    x  $        $
                                                                                 ------   ----------

2.   Meridian Technology's Carbon Copy Plus                        Copies    x  $        $
                                                                                 ------   ----------

3.   Hayes Smartmodem, 28.88, External (with Fax)                  Copies    x  $        $
                                                                                 ------   ----------

Please note that the software prices listed above are subject to change.


TOTAL ADDITIONAL SERVICES/SOFTWARE COSTS                                 $SEE HARDWARE
                                                                         -------------
                                                                         QUOTE



                                                                     Page 4 of 4


<PAGE>

                                   BISYS, INC.
                              TOTAL REPORT MANAGER
                          ADDITIONAL SERVICES ADDENDUM


This Addendum will authorize BISYS, Inc. to provide the Total Report Manager
System ("TRM") to:  Internet Organizing Group, Inc.    (Client)
under the terms of our existing Services Agreement, No. ___________________.


Fees for the use of the Total Report Manager System (TRM) will be assessed per
the following schedule:

Initial Software License Fee                 $              Per Attachment A
                                             ----------
On-Going Maintenance/Usage Fee (per month)   $              Per Attachment B
                                             ----------
Estimated TRM Training Costs                 $              Per Attachment C
                                             ----------

We hereby agree to pay the above charges in consideration for the services and
products provided.  All terms and conditions in the existing Services Agreement
shall remain unchanged.

                                  Client's Name: Internet Organizing Group, Inc.
                                                 -------------------------------
BISYS, INC.                       Client's City/State:  Atlanta, Georgia
                                                       -------------------------
Approved by: /s/ Paul Beurke      Approved by: /s/ Donald S. Shapleigh, Jr.
             ----------------                  ---------------------------------
Name: Paul Beurke                 Name: Donald S. Shapleigh, Jr.
      -----------------------           ----------------------------------------
Title: Pres. and COO Date: 8/22/96 Title: Pres. and CEO  Date: 8/21/96
       -------------      --------        ---------------      -----------------


                                                                     Page 1 of 4

<PAGE>

                 ATTACHMENT A - INITIAL SOFTWARE LICENSE FEE FOR
                              TOTAL REPORT MANAGER



                                                                                
SOFTWARE LICENSE FEE (1)

   STAND-ALONE COPIES OF TRM                                         Quantity              Total
                                                                     --------              ------

     First copy                          $              each     x                       $
                                         ---------                   -----------          ----------
     2 - 6 copies                        $              each     x                       $
                                         ---------                   -----------          ----------
     7 or more copies                    $              MAXIMUM                          $
                                         ---------                                        ----------
                                         ---------
     (Institution-wide License)


   MULTI-STATION LAN TRM

     First copy                          $              each      x            1          $
                                         ---------                   -----------          ----------
     2 - 5 copies                        $              each      x                       $
                                         ---------                   -----------          ----------
     6 - 9 copies                        $              each      x                       $
                                         ---------                   -----------          ----------
     10 or more copies                   $              MAXIMUM                           $
     (Institution-wide License)                                                           ----------


TOTAL INITIAL SOFTWARE LICENSE FEE                                                        $
                                                                                          ----------
                                                                                          ----------


---------------------
(1)  The price-per-copy fee includes one (1) day of training at BISYS Corporate
     Center.


                                                                     Page 2 of 4

<PAGE>

           ATTACHMENT B - ESTIMATED ON-GOING MAINTENANCE/USAGE FEE FOR
                              TOTAL REPORT MANAGER




                                                                                         
RECURRING MAINTENANCE/USAGE FEE

    MAINTENANCE/USAGE FEE ON STAND-ALONG COPIES                                   Quantity               Total
                                                                                  --------               -----
         First copy                                        $--/month         x                    $
                                                                               -----------          ----------
         2 - 6 copies                                      $--/month/copy    x                    $
                                                                               -----------          ----------
         7 or more copies                                  $--/month                              $
         (Institution-wide License)                                                                 ----------

    MAINTENANCE/USAGE FEE ON MULTI-STATION LAN COPIES

         First copy                                        $--/month         x       1            $ 
                                                                               -----------          ----------
         2 - 5 copies                                      $--/month/copy    x                    $
                                                                               -----------          ----------
         6 - 9 copies                                      $--/month/copy    x                    $
                                                                               -----------          ----------
         10 or more copies                                 $--/month                              $
         (Institution-wide License)                                                                 ----------

ESTIMATED BISYS HOST INTERFACE CHARGES
  (Minimum charge of $
    per month)                                              -- per page      x                    $
                                                                               -----------          ----------


TOTAL ESTIMATED RECURRING MAINTENANCE/USAGE FEE (per month)                                       $
                                                                                                    ----------
                                                                                                    ----------



                                                                     Page 3 of 4


<PAGE>
                   ATTACHMENT C - ESTIMATED TRAINING COSTS FOR
                              TOTAL REPORT MANAGER


1.   TRAINING

     At Client Site (1 day    __________ days  x  $      per day   $        (2)
      minimum)
                                                                     ----------
2.   (2)PLUS TRAVEL AND LIVING                                     $
        EXPENSES
                                                                     ----------

TOTAL ESTIMATED TRAINING COSTS                                     $ 
                                                                     ----------
                                                                     ----------




------------------------
(2)  Plus travel and lodging expenses (estimated based on number of anticipated
     trips, transportation and lodging costs, etc.)


                                                                     Page 4 of 4

<PAGE>

                                   BISYS, INC.
                        TERMINAL OPERATOR SECURITY SYSTEM
                          ADDITIONAL SERVICES AGREEMENT


This Addendum will authorize BISYS, Inc. to provide the Terminal Operator
Security System ("TOSS") to:

Internet Organizing Group, Inc. (Client) under the terms of our existing
Services Agreement, No. CHH-2217-12-91.



Fees for the TOSS system to be assessed as follows:


 Software                        
                           -------------------

 Training                       
                           -------------------

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

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

 Total                     $
                           -------------------
                           -------------------

We hereby agree to pay the above charges in consideration for the services
provided.  All terms and conditions in the existing Services Agreement shall
remain unchanged.


*    Plus reasonable travel expenses incurred by BISYS associates in connection
     with installation and/or conversion of BISYS Services or Products.



                                  Client's Name: Internet Organizing Group, Inc.
                                                 -------------------------------
BISYS, INC.                       Client's City/State:  Atlanta, Georgia
                                                       -------------------------
Approved by: /s/ Paul Bourke      Approved by: /s/ Donald S. Shapleigh, Jr.
             ----------------                  ---------------------------------
Name: Paul Bourke                 Name: Donald S. Shapleigh, Jr.
      -----------------------           ----------------------------------------
Title: Pres. and COO Date: 8/22/96 Title: Pres. and CEO  Date: 8/21/96
       -------------      --------        ---------------      -----------------

                                                                     Page 1 of 1
<PAGE>
                              ELECTRONICS FUNDS TRANSFER
                           ADDITIONAL SERVICES ADDENDUM TO
   SERVICES AGREEMENT NO. CHH-2217-12-9, DATED 8/22/96 ("SERVICES AGREEMENT")

Client wishes to purchase and BISYS wishes to sell to Client any and all
electronic funds transfer services generally offered by BISYS to its clients as
described in the BISYS ATM Support and Network Access Product Description (the
"EFT Services"), including Client's participation in the VISACHECK debit card
program as provided by VISA U.S.A., Inc., and/or VISA International
(individually and collectively "VISA") and the Master Money debit card program
as provided by MasterCard International ("MasterCard").  Such participation to
be offered to Client, through BISYS, by Electronic Data Systems Corporation
("EDS").  The Agreement is hereby supplemented and clarified as follows:

I.    CLIENT EQUIPMENT

      Concurrently with its signing of this Addendum, Client will notify BISYS
      in writing as to the number and location of any and all Client automatic
      teller machines ("ATMs") through which Client will initially access the
      EFT Services.  BISYS agrees that Client may add additional Client ATMs to
      which BISYS agrees to provide the EFT Services provided that Client gives
      BISYS at least 90 days prior written notice of the installation and
      location of such additional Client equipment and provided that the EFT 
      Services can be provided through such additional Client equipment in 
      accordance with BISYS' then prevailing normal procedures.  Notice of 
      such additional Client equipment shall be sent to BISYS at the address 
      set forth above, Attention: Director of Client Service, or to such other 
      address as BISYS may direct from time to time.

II.   MONITORING AND MAINTENANCE OF COMMUNICATIONS LINES AND CLIENT EQUIPMENT

      BISYS agrees to monitor Client ATM and related equipment and the
      communications lines attached to such Client ATM equipment in accordance
      with BISYS' normal procedures for the purpose of determining their status
      and functioning.  BISYS shall contact and inform Client of the nature of
      any problems detected by BISYS in accordance with BISYS' normal
      procedures.  BISYS shall contact and inform the appropriate
      communications company of the nature of any problems detected by BISYS in
      the communications lines in accordance with BISYS' normal procedures.
      Clients will supply and maintain all Client ATM equipment.  Client's
      maintenance services shall include, but not be limited to, replenishing
      all cash and supplies required by Client ATM equipment and providing all
      required preventative and remedial maintenance.

III.  TRAINING AND DOCUMENTATION

      BISYS agrees to provide Client's employees with training in the
      applicable EFT Services.  Such initial training will be at no charge to
      Client and will, at BISYS' option, be provided at a BISYS training
      facility or at Client's location.  Additional training sessions shall be
      held at BISYS training facilities from time to time for BISYS' then
      prevailing charges for such training.  Client shall be responsible for
      all travel and out-of-pocket expenses incurred by Client's employees in
      attending any such training sessions.  BISYS will, in accordance with its
      normal procedures, provide Client with copies of all marketing and
      training materials relating to the EFT Services being purchased by Client
      hereunder which BISYS generally makes available to clients of such EFT
      Services.

IV.   CARD STANDARDS

      Client agrees that all access cards issued to Client's customers to
      activate any equipment through which the EFT Services may be accessed
      (the "Access Cards") shall conform to the data content, format and
      encoding specifications specified by BISYS to Client from time to time
      during the term of this Agreement.

<PAGE>

                              ELECTRONICS FUNDS TRANSFER
                       ADDITIONAL SERVICES ADDENDUM - CONTINUED

V.    ACCESS TO NETWORKS:  SETTLEMENT

      If, as part of the EFT Services provided by BISYS to Client hereunder,
      Client instructs BISYS to provide Client with access to EFT networks
      maintained by BISYS and/or third parties, Client agrees to comply with
      the rules, regulations, procedures, fees, assessments, penalties and
      other membership duties, obligations and costs of such third party
      networks, as from time to time in effect, which are applicable to Client.
      Client will comply with all BISYS and third party network rules,
      regulations, procedures and costs relating to settlement, as from time to
      time in effect during the term of this Agreement.  If Client is
      participating in the VISACHECK or MasterCard debit card program, Client
      agrees to maintain a demand deposit account with a financial depository
      institution which is capable of receiving and processing debits and
      credits initiated by EDS and presented through the automatic Clearing
      House ("ACH") system (the "Settlement Account").  Client hereby
      authorizes BISYS and/or EDS to charge the Settlement Account for
      settlement of all transactions and Client acknowledges that EDS may, in
      its sole discretion, delay settlement or require Client to deposit
      additional deposits in appropriate amounts with EDS to offset any
      shortfall of funds EDS may incur as a result of settling such
      transactions.  BISYS shall have no liability to Client for any shortfall
      of funds in the Settlement Account.

VI.   FILE RETENTION

      If Client requests BISYS to provide it with EFT transaction data retained
      by BISYS in the Client Files in order to aid Client in resolving an
      alleged error claimed by a Client customer, and it is determined that
      there is no BISYS error in such transaction, Client will pay BISYS its
      then prevailing archival retrieval charges in providing Client with the
      requested data.  If it is determined that there was a BISYS error in any
      transaction referred to above, BISYS will provide the archival retrieval
      at no charge.  While BISYS does not have any responsibility in assisting
      Client in resolving any disputed transaction that is brought to BISYS'
      attention more than 120 days after the date the alleged error occurred,
      BISYS will provide Client the requested data providing such data is
      available at its then prevailing archival retrieval charges.

VII.  BISYS USE OF CLIENT FILES

      Notwithstanding the foregoing, BISYS may use the Client Files in the
      completion of statistical data in which the Client Files are not
      identifiable, which statistical data shall be the sole and absolute
      property of BISYS.  BISYS shall have the sole right to use, sell and
      distribute such statistical data.

VIII. COMPLIANCE WITH LAWS

      A.      Client shall be responsible for compliance with all applicable
              laws and governmental regulations including, without limitation,
              compliance with error and dispute resolution procedures specified
              by the Electronic Fund Transfer Act of 1978 and the regulations
              and interpretations promulgated thereunder (including, without
              limitation, Regulation E of the Board of Governors of the Federal
              Reserve System).  If Client is participating in the VISACHECK or
              MasterCard program, Client represents and warrants that Client's
              bank card program complies with all statutes, laws and government
              regulations applicable to Client's participation in such bank
              card programs and that Client will comply with all VISA and
              MasterCard regulations applicable to Client's participation in
              such programs.  BISYS shall not have any responsibility for
              compliance with such procedures or otherwise resolving disputes
              between Client and its cusotmers.  If, after the date hereof any
              modifications to the EFT Services shall be required by law or by
              any governmetnal regulatory authority having authority over the
              business of Client, BISYS shall, except to the extent such change
              may be beyond the capability of the BISYS switch and/or the
              Client equipment to implement, conform the EFT Services to be
              in compliance with such modified laws or


                                                                     Page 2 of 7
<PAGE>
                              ELECTRONICS FUNDS TRANSFER
                       ADDITIONAL SERVICES ADDENDUM - CONTINUED


              governmental regulations, BISYS may, at its discretion, pass on in
              whole or in part on an equitable basis to all users the costs of
              making any such modification to the EFT Services.

      B.      If providing any of the EFT Services to Client hereunder
              violates, or in BISYS' opinion is likely to violate, any
              applicable laws or governmental regulations, BISYS may, upon
              written notice to Client, immediately cease providing the
              affected EFT Services to Client.

      C.      BISYS does not have any obligation to make enhancements to the
              EFT Services which may hereafter be permitted (but not required)
              on account of charges in applicable laws or governmental
              regulations.  Any and all such enhancements to the EFT Services
              will be made by BISYS in its sole discretion.

      D.      Client shall provide all required notices to the appropriate
              regulatory authorities concerning the execution or termination of
              this Agreement, or of any substantial changes in the EFT Services
              being provided to Client hereunder.  BISYS agrees that any and
              all Client Files maintained by it for the Client pursuant to this
              Agreement shall be available for inspection by the appropriate
              regulatory authorities during regular business hours, upon
              reasonable prior written notice to BISYS.

IX.   LIMITATION OF LIABILITY

      BISYS' sole liability under this Agreement for money damages resulting
      from claims made by Client, or any third party (including customers of
      Client), arising from or related to the EFT Services performed hereunder
      shall be limited to (a) the amount of cash erroneously dispensed at a
      Client automated teller machine, (b) the loss of funds resulting from
      excess amounts erroneously transferred from an account of a customer of
      Client account to a third party, and/or (c) the loss of funds resulting
      from amounts erroneously transferred from an account of a customer of
      Client to an incorrect third party, in each case caused solely by (x)
      BISYS' failure to properly service, maintain, program or operate the EFT
      Services, or (y) any misconduct or negligence of BISYS' officers,
      employees, or agents in performing the EFT Services.  Client agrees to
      cooperate with BISYS, at BISYS' direction and expense, in taking all
      steps necessary to recover any dispensed cash and/or funds lost resulting
      from amounts erroneously transferred for which BISYS is liable.

X.    INDEMNIFICATION

      Client shall indemnify and save harmless BISYS from any claims,
      liabilities or losses, including costs and attorney's fees, resulting
      from (a) EFT transactions effected with lost, stolen or misused Access
      Cards issued by, or on behalf of, Client to access the EFT Services,
      and/or (b) action, omissions or commissions of Client's agents and third
      party host processors relating to the EFT Services.

      Client shall be responsible for the collection of Client's customers'
      accounts, all losses from such accounts, all costs or expenses incurred
      in connection with the collection efforts relative to such customers' 
      accounts, the resolution of any controversy, claim or dispute involving
      such customers' accounts made by the customer relative to the debit 
      card program, the taking of action relative to the misuse or abuse of 
      Client's customers' accounts, and the establishment and maintenance of 
      the Client customers' authorization limits.


                                                                     Page 3 of 7
<PAGE>

                              ELECTRONICS FUNDS TRANSFER
                       ADDITIONAL SERVICES ADDENDUM - CONTINUED

IX.   GENERAL

      Except for the additional terms and conditions contained in this EFT
      Services Addendum, the Agreement and other Addenda, if any, shall remain
      in full force and effect.  Client hereby agrees to pay the specified
      charges in consideration for the services and products provided.  All
      terms and conditions in the Services Agreement shall remain unchanged.
      If there is any conflict between the terms and conditions of this Addendum
      and the other terms and conditions of the Agreement as may be amended to
      which the Addendum forms a part, the terms and conditions of this
      Addendum shall prevail.




                                  Client's Name: Internet Organizing
                                                  Group, Inc.
                                                 -----------------------------

BISYS, INC.                       Client's City/State:  Atlanta, Ga.
                                                      ------------------------

Approved by: /s/ Paul Bourke      Approved by: /s/ Donald S. Shapleigh, Jr.
           ---------------------              --------------------------------

Name:  Paul Bourke                 Name:  Donald S. Shapleigh, Jr.
     ----------------------------      ---------------------------------------

Title: Pres. and CEO Date:8/22/96  Title: Pres. and CEO Date: 8/21/96
      --------------      -------        --------------      ------------------


                                                                     Page 4 of 7
<PAGE>


                              ELECTRONICS FUNDS TRANSFER
                       ADDITIONAL SERVICES ADDENDUM - CONTINUED
                                    PRICE SCHEDULE





EXPENSE DESCRIPTION                                     ONETIME                  RECURRING
------------------------------------------------------------------------------------------------------
                                                                            
I.     BASE FEES

       Basic Service Fees                                                  $_______
       INCLUDES:
       Institution Data File
       Standard Daily/Monthly Report
       Positive Balance File Backup
       Host Support
       Card Management

       ATM Conversion Support BISYS Platform        $_______
       Conversion Support non-BISYS Platform        $_______
       Debit Card Services                          $_______               $_______
       Cardholder File Formatting                   $_______
       Debit Card On-line Terminal License                                 $_______
       On-line Terminal Access Fee                                         $_______    per minute
       Deconversion Support                         $_______
       Additional Deconversion Files                                       $_______    per file

II.    TERMINAL DRIVING

       ATM Set-up Fee (First ATM)                   $_______
       Set-up Fee Each additional ATM               $_______

       Terminal Driving Support:

              1 - 10                                                       $_______    each
              10 - 20                                                      $_______    each
              20 - 30                                                      $_______    each
              31 +                                                         $_______    each

III.   TRANSACTION PROCESSING

       ON-US TRANSACTIONS:                                                 $_______    each
       FOREIGN TRANSACTIONS:
       1          -   5,000                                                $_______    each
       5,001      -   10,000                                               $_______    each
       10,001     -   25,000                                               $_______    each
       25,001     -   50,000                                               $_______    each
       50,001     -   100,000                                              $_______    each
       100,001    -   500,000                                              $_______    each
       500,001    -   1,000,000                                            $_______    each
       1,000,001  -   2,500,000                                            $_______    each
       2,500,000 +                                                         $_______    each

       BATCH POSTING ITEMS                                                 $_______    each

       OFF-LINE DEBIT CARD TRANSACTIONS:
       Debit Card Authorizations                                           $_______    each
       Debit Card Transaction Postings                                     $_______    each
       Chargebacks/Representment                                           $_______    each
       Retrievals                                                          $_______    each




                                                                     Page 5 of 7
<PAGE>

                              ELECTRONICS FUNDS TRANSFER
                       ADDITIONAL SERVICES ADDENDUM - CONTINUED
                                    PRICE SCHEDULE





EXPENSE DESCRIPTION                                              ONETIME                    RECURRING
---------------------------------------------------------------------------------------------------------------
                                                                                      

IV.    CARDHOLDER PROCESSING

       # of Cardholder Records on File (ATM Card Only)                               $________    each
       # of Cardholder Records on File (Off-line Debit)                              $________    each
       Customer Authorization File Creation                   $_______
       CAF File Conversion runs                               $_______
       Additional CAF Conversion runs                                                $________    per run
       Negative Stand-in File                                 $_______               $________    per month
                                                                                PLUS $________    per record
       On-line Debit Card Maintenance Updates                                        $________    each
       Cardholder File Purge                                  $_______
       Special Reports                                        $_______               $________    per report
       Special Statistical Reporting                          $_______               $________    per report

V.     NETWORK INTERFACES

       Network Connection                                     $_______   /Network
       Network Interface (1-3 Networks)                                              $________    per month
       Each Additional Network                                                       $________    each
       Plus/Cirrus Correspondent Member Fee                                          $________    each

VI.    CARD PRODUCTION SERVICES

       Programming Development Start Up                       $_______   per BIN
       Card Production and Design                                per quote
       Card Order Processing BISYS Preferred Vendor                                  $________    per month*
       Additional Card Orders Above Standard                                         $________    per file
       Non-preferred Vendor Card Order                                               $________    per file, plus
                                                                                     $________    per record

       Processing:
            ATM CARDS:
            Standard orders
              Card and PIN                                                           $________    each
              Card only                                                              $________    each
              PIN only                                                               $________    each
              Additional Inserts                                                     $________    each**
            Mass Issue Files (20,000 + Cards)
              Card and PIN                                                           $________    each
              Card only                                                              $________    each
              PIN only                                                               $________    each
              Additional Inserts                                                     $________    each**
            VISA CHECK/MASTERMONEY DEBIT CARDS
              Card and PIN                                                           $________    each
              Card only                                                              $________    each
              PIN only                                                               $________    each
              Additional Inserts                                                     $________    each
            Phone PIN                                         $________              $________    each
            Special Handling Charges
              VIP Orders                                                             $________    each
              Card Pulls                                                             $________    each
              Custom Card Carrier and envelopes                                        Cost plus


*   Standard equals two files per week per month.  Additional files are charged
    at $_____ per file.
**  Base price includes standard generic carrier and envelope with one insert. 
    Additional inserts charged at $_____ each.


                                                                     Page 6 of 7
<PAGE>

                              ELECTRONICS FUNDS TRANSFER
                       ADDITIONAL SERVICES ADDENDUM - CONTINUED
                                    PRICE SCHEDULE




EXPENSE DESCRIPTION                                                  ONETIME                              RECURRING
----------------------------------------------------------------------------------------------------------------------------------
                                                                                    

VII.   SPECIAL SERVICES

       Custom Applications:
            Programming                                      $____________  per hour
            Download Charge                                  $____________  per ATM load
       Technical Support                                     $____________  per hour
       Consulting Services                                   $____________  /hr. plus expenses
       Computer Test Time                                    
       Database Changes
            30 days notice                                   $____________  per change
            5 days notice                                    $____________  per change
            24 hours or less notice                          $____________  per change
       Debit Card Compliance Investigations                                                     $________  per transaction
       Debit Card Quarterly Reporting                                                           $________  per report
       ATM Foreign Language Support                          $____________  language            $________  per language/ATM
       Surcharging                                           $____________                      $________  per month/ATM
       Expanded Receipt                                      $____________                      $________  per month/ATM

VIII.  TRAINING

       Additional Training Programs                          $____________  per session, plus expenses

IX.    PASS THROUGH CHARGES

       Postage                                                ____________                              
       VISA/MasterCard Fees and Assessments                   ____________ 
       Travel Expenses Incurred on Behalf of Client           ____________                              
       Courier Expenses                                       ____________                              
       Communication Charges                                  ____________                              
       Third Party POS Fees                                   ____________                              




                                                                     Page 7 of 7
<PAGE>

                                   BISYS, INC.
                              NETWORK INSTALLATION
                          ADDITIONAL SERVICES AGREEMENT

This Addendum will authorize BISYS, Inc. to provide the Network Installation to:
Internet Organizing Group, Inc.  (Client) under the terms of our existing
Services Agreement, No. ____________________________.

Fees for Network Installation to be assessed per the following schedule:




                                      Recurring                 One
                                      Monthly                  Time
                                      ---------             -----------
                                                                  
 Total Network Installation Costs     $                     $              Per Attachment
                                      ---------             ----------     A

 Total Local Area Network Costs                                            Per Attachment
                                      ---------             ----------     B

 Total                                $                     $
                                      ---------             ----------
                                      ---------             ----------



We hereby agree to pay the above charges in consideration for the services
provided.  All terms and conditions in the existing Services Agreement shall
remain unchanged.


                                  Client's Name: Internet Organizing Group, Inc.
                                                 -------------------------------
BISYS, INC.                       Client's City/State:  Atlanta, Georgia
                                                       -------------------------
Approved by: /s/ Paul Bourke      Approved by: /s/ Donald S. Shapleigh, Jr.
             ----------------                  ---------------------------------
Name: Paul Bourke                 Name: Donald S. Shapleigh, Jr.
      -----------------------           ----------------------------------------
Title: Pres. and COO Date: 8/22/96 Title: Pres. and CEO  Date: 8/21/96
       -------------      --------        ---------------      -----------------


                                                                     Page 1 of 5
<PAGE>

               ATTACHMENT A - ESTIMATED NETWORK INSTALLATION COSTS


This attachment defines anticipated Network/Data Communication costs which will
be incurred by Client for telephone lines and components required to serve
personal computers operating BISYS Branch Automation software at the designated
client site(s).  Final cost will be billed to the Client on an actual use basis.




                                                                                  
1.   MONTHLY ON-LINE COMMUNICATIONS
     SUPPORT

      a.   First Pollable Terminal at                       x  $            $
           Each Branch                 ----                    ------       ------

      b.   2 - 50 Additional Pollable                       x  $            $
           Terminals per location      ----                    ------       ------

      c.   51 or Greater Pollable                           x  $            $
           Terminals per location      ----                    ------       ------

      d.   TOTAL ESTIMATED MONTHLY                                                    $          $
           ON-LINE COSTS                                                              ------     -------

 2.   EXTERNAL NETWORK COSTS(1)

      a.   Communication Facilities                                                   $          $ 
           (Monthly)                                                                  -----      -----

      b.   Communication Facilities                                                              $ 
           Installation                                                                          -----

      c.   Communication Equipment                          x  $                      $          $ 
           (Monthly)                  ----                     ------                 ------     -----

      d.   Communication Equipment                                                               $ 
           Installation                                                                          -----
 3.   SITE SURVEY                          Man Days         x  $   /DAY                          $
                                      ----                      ---                              -----

 4.   ADDITIONAL NETWORK                                                                         $   (1)
      HARDWARE/SOFTWARE INSTALLATION                                                             -------
      COSTS (LABOR)

 5.   (2)PLUS TRAVEL AND LODGING                                                                 $   (2)
      EXPENSES                                                                                    ------

 TOTAL ESTIMATED RECURRING MONTHLY COSTS                                              $ 
                                                                                      -----
                                                                                      -----
 TOTAL ESTIMATED INSTALLATION COSTS                                                              $ 
                                                                                                 -----
                                                                                                 -----


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

(1)  The prices listed are based on the latest published tariffs and/or price
     lists of the telephone companies and communications hardware companies
     selected to provide the components of the proposed network.  These prices
     are subject to change to those in effect at the time of installation.
     Actual shipping costs and taxes will be added.

(2)  Plus travel and lodging expenses (estimated based on number of anticipated
     trips, transportation and lodging costs, etc.).


                                                                     Page 2 of 5
<PAGE>

         ATTACHMENT A - ESTIMATED NETWORK INSTALLATION COSTS (CONTINUED)


1.   BISYS will perform an analysis of the client's office(s) to establish
     terminal quantities and configurations and recommend layouts.

2.   BISYS will design a data communications network to serve the terminals
     indicated in the survey.

3.   BISYS will order the necessary telephone lines and data sets for the
     external network, verify and test the phone lines after installation by the
     phone company and install the data sets.

4.   BISYS will order and install the components of the internal network.  The
     complexity and size of the internal network in each client office will
     depend upon the number of terminals to be used, the number of floors on
     which they are located in the building, and the distance between terminals
     on each floor.

5.   STANDALONE terminals in a close proximity (less than fifty feet apart) will
     normally be connected by data cables to a sharing device which in turn is
     connected to the data set.  In those instances where the distance is
     substantially greater than fifty feet or where structural characteristics
     of the building (e.g. solid walls) block easy access to the terminals, a
     system of line drives and four wire cable will be installed.

     LAN terminals will connect to the gateway through the LAN wiring (see
     attachments).  The gateway will be located in an area that provides the
     best access for connection to the communications equipment and retains the
     ability to quickly and effectively troubleshoot communications problems.

6.   In those instances where cables must be run through walls, over ceilings or
     through floor conduits, the services of a local electrician must be
     obtained and paid for by the client.  If the client wishes BISYS to act as
     a cabling contractor, we will do so for an additional agreed upon charge.
     This is to insure compliance with local fire and electrical codes.  BISYS
     will show the electrician where cables are to be located and will install
     the proper connectors on the cables after they are run.

7.   BISYS recommends that the client provide multiple outlet electrical
     surge/spike protectors for use with the terminal equipment.


                                                                     Page 3 of 5
<PAGE>

                ATTACHMENT B - ESTIMATED LOCAL AREA NETWORK COSTS


This attachment provides a detailed estimate of anticipated costs which will be
incurred by Client during the preparation and installation of the Local Area
Network (LAN) corporations.  Final costs will be billed to the Client on an
actual use basis.




                                                                                               
1.  FILE SERVER SET-UP (Includes Network operating system, BISYS application
    software and applicable third-party software configuration and
    installation.)


    ___     Servers at BISYS Corporate Center                              $        per server      $
                                                                                                -----------
    ___     Servers at Client Site                                         $        per server      $        (3)
                                                                                                -----------

2.  CUSTOMIZED LAN SET-UP (Items not specified in the attached list)

    ___     Hours at BISYS Corporate Center                                $        per hour        $
                                                                            -------                  -----------
    ___     Hours at Client Site                                           $        per hour        $        (3)
                                                                            -------                  -----------

3.  SERVER AND WORKSTATION INSTALLATION (LABOR):

    ___     File Servers                                                   $        per server      $        (3)
                                                                            -------                  -----------
    ___     Signature Server                                               $                        $        (3)
                                                                            -------                  -----------
    ___     Fax Server                                                     $                        $        (3)
                                                                            -------                  -----------
    ___     Credit Bureau Server                                           $                        $        (3)
                                                                            -------                  -----------
    ___     Gateway or RJE PC                                              $                        $        (3)
                                                                            -------                  -----------
    ___     Workstations (including local                                  $        per workstation $        (3)
            printers)
                                                                            -------                  -----------
    ___     Lan Printer                                                    $        per printer     $        (3)
                                                                            -------                  -----------
4.  CABLING                                                                                         $        (3)
                                                                                                     -----------
5.  (3)PLUS TRAVEL AND LODGING EXPENSES                                                             $
                                                                                                     -----------

TOTAL ESTIMATED INSTALLATION COSTS                                                                  $
                                                                                                     -----------
                                                                                                     -----------


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

(1)  Plus travel and lodging expenses (estimated based on number of anticipated
     trips, transportation and lodging costs, etc.).


                                                                     Page 4 of 5
<PAGE>

          ATTACHMENT B - ESTIMATED LOCAL AREA NETWORK COSTS (CONTINUED)


1.   Labor estimates are for an average installation of pre-assembled PCs.  The
     following conditions may affect actual labor costs:  isolated branch
     locations, branches under constructions, delays by local contractors or non
     standard hardware configurations.

2.   BISYS will prepare a written list of equipment, hardware and software, to
     be shipped to the configuration center in Houston.  Client will assist
     BISYS in working with the necessary vendors to ensure the equipment arrives
     in a timely manner.

3.   BISYS will generate the file server operating system and workstation shells
     based on the customer configurations.

4.   Install all required application software including:  the BISYS
     applications and all BISYS provided third party software.  BISYS will
     define the SYSTEM LOGIN SCRIPT and all application GROUPS using the Novell
     utilities.

5.   If the detailed user information can be provided by the client before file
     server preparation has been completed, BISYS will define personal HOME
     directories for all users who will log into the file server.  BISYS will
     set the user's PASSWORD, USER LOGIN SCRIPT, and GROUPS BELONGED TO for each
     user.  BISYS will also define a base menu for each user using the BISYS
     menu system.

6.   BISYS will define the proper on-line configuration for each PC.  If the
     detailed PC information cannot be provided by the client before file server
     preparation has been completed, BISYS will set up the PCs to default based
     on the latest wide area network configuration information (TPOOL).

7.   BISYS will test the file server before shipping to the client's site by
     logging in as each individual user and executing each base menu application
     and testing for correct on-line accesses.

8.   BISYS will ship the file server, software and all other hardware used to
     setup the local area network (LAN) to the client's site.

9.   In those instances where local area network (LAN) cabling must be run
     through walls, over ceilings or under the floors, the services of a third
     party LAN cable installer must be obtained and paid for by the client.  If
     the client wishes BISYS to act as a cabling contractor, we will do so for
     an additional agreed upon charge.  This is to insure compliance with local
     fire and electrical codes.  BISYS will show the contractor where the cables
     should be located and will test for proper connections on the cable after
     it has been run.

10.  BISYS will provide basic setup, unit testing and additional feature
     installation on each machine installed.  Additional machine customization
     including, but not limited to, integrating third party applications or
     memory optimization are part of customized LAN setup and may result in
     additional charges as in Section 2.

11.  BISYS will install each PC and attached printer(s) in the final locations.
     It is expected that client management will work with BISYS in this endeavor
     to resolve space conflicts on desks and counters.

12.  Because often times the counter surfaces and shelving of the teller line
     are not compatible with the space requirements of the PC or printer or
     because there are not direct access holes for the cabling between the PC
     components, the services of a carpenter may be required and must be paid
     for by the client.  BISYS will work with the carpenter to insure a proper
     understanding of installation.

13.  BISYS will install all the necessary BISYS application software at each
     workstation and conduct any required network testing.


                                                                     Page 5 of 5
<PAGE>

                                   BISYS, INC.
                         TOTAL BRANCH AUTOMATION SYSTEM
                          ADDITIONAL SERVICES AGREEMENT



This Addendum will authorize BISYS, Inc. to provide the Total Branch Automation
System ("TBS") to:

 INTERNET ORGANIZING GROUP, INC. (Client)

under the terms of our existing Services Agreement No._________________________.

Fees for the use of the Total Branch Automation System (TBS) will be assessed
per the following schedule:




                                                     Recurring        Recurring
                                                      Annual           Monthly       One Time
                                                      ------           ------        --------
                                                                                      
Total Estimated Recurring TBS Monthly Costs      $                    $             $             Per Attachment A
                                                                       ---------
Total Estimated TBS Installation Costs                                                            Per Attachment B
                                                                                     ----------
Total Estimated Customization Costs                                                               Per Attachment C
                                                                                     ----------
Total Additional Services/Software Costs                                                          Per Attachment D
                                                                                     ----------
Total TBS Signature Costs                                                                         Per Attachment E
                                                                       ---------     ----------
Total Estimated Recurring TBS Annual Costs                                                        Per Attachment F
                                                    -----------        ---------     ----------
Total TBS Return Item Processing Costs           (or $    Month)                                  Per Attachment G
                                                                       ---------     ----------
Total TBS Mortgage Banking Costs                                                                  Per Attachment H
                                                                       ---------     ----------
Total                                            $                    $              $  
                                                    -----------        ---------     ----------
                                                    -----------        ---------     ----------



We hereby agree to pay the above charges in consideration for the services
provided.  All terms and conditions in the existing Services Agreement shall
remain unchanged.



                                  Client's Name: Internet Organizing Group, Inc.
                                                --------------------------------

BISYS, INC.                       Client's City/State: Atlanta, Georgia
                                                       -------------------------

Approved by:/s/ Paul Bourke       Approved by:/s/ Donald S. Shapleigh, Jr.
            ----------------                   ---------------------------------

Name: Paul Bourke                 Name:  Donald S. Shapleigh, Jr.
     -----------------------           -----------------------------------------

Title: Pres. and CEO Date:8/22/96 Title: President and CEO   Date: 8/21/96
      -------------      -------       -------------------       ---------------


                                                                     Page 1 of 9

<PAGE>

              ATTACHMENT A - ESTIMATED RECURRING MONTHLY COSTS FOR
                         TOTAL BRANCH AUTOMATION SYSTEM

This attachment provides a detailed estimate of anticipated costs which will be
incurred by Client for the purpose of using the Total Branch Automation System
(TBS).  Final cost will be billed to the Client on an actual use basis.

1.   TBS PLATFORM (includes TBS Teller, CRT, TBS Mortgage Banking,
     and Return Item Stations; also used by TCM and MLO stations)

          0   -  25         Copies  x                             $
                    -------              -------                   ----------
                                                
          26  -  50         Copies  x                             $
                    -------              -------                   ----------
                                                
          51  -  75         Copies  x                             $
                    -------              -------                   ----------
                                                
          76 +              Copies  x                             $
                    -------              -------                   ----------

2.   TBS TELLER (includes TBS CRT)

          0   -  50         Copies  x                             $
                    -------              -------                   ----------
                                                
          51  - 100         Copies  x                             $
                    -------              -------                   ----------
                                                
          101 - 150         Copies  x                             $
                    -------              -------                   ----------
                                                
          151 +             Copies  x                             $
                    -------              -------                   ----------

3.   TBS CRT ONLY

          0   -  50         Copies  x                             $
                    -------              -------                   ----------
                                                
          51  - 100         Copies  x                             $
                    -------              -------                   ----------
                                                
          101 - 150         Copies  x                             $
                    -------              -------                   ----------
                                                
          151 +             Copies  x                             $
                    -------              -------                   ----------


Note: Copies defined per BISYS TPOOL terminal definition.

TOTAL ESTIMATED RECURRING MONTHLY COSTS                          $    
---------------------------------------                           ----------
---------------------------------------                           ----------

                                                                     Page 2 of 9

<PAGE>

                 ATTACHMENT B - ESTIMATED INSTALLATION COSTS FOR
                         TOTAL BRANCH AUTOMATION SYSTEM

This attachment provides a detailed estimate of anticipated costs which will be
incurred by Client for the purpose of installing Total Branch Automation System
(TBS) at the designated Client site(s) and training the Client's personnel in
the use of the system, as well as other miscellaneous tasks which may be
required for installation.  Final cost of installation will be billed to the
Client on an actual use basis.

1.   BASE FEE




                                                                               
     TBS Complete - Platform Software                       $                        $ 
          Includes 1 day of teller system training at         ---------                ---------
          BISYS Corporate Training Facility, up to                     
          2 days of software customization, as                         
          defined by the TBS Data Collection Packet                    
          and 3 days and user training at BISYS                        
          Corporate Training Center.                                   
                                                                       
     TBS Teller Software                                    $                        $
                                                              ---------                ---------
          Includes 1 day of training at BISYS Corporate
          Training Facility and up to 2 days of software
          customization, as defined by the Data
          Collection Packet.

     Client Customization Training                          $                        $
                                                              ---------                ---------
                                                                       
          5 days New Account Customization training at                 
          BISYS Corporate Training Center.                             
                                                                       
2.   TBS LAN SOFTWARE (per TPOOL Branch definition)                    
                                                                       
       1   Branches                                         $           per branch   $ 
                                                              ---------                ---------
3.   SOFTWARE CONFIGURATION includes configuration,
     preparation and options required for each PC
     (Printer and Communication, etc.). This charge
     also applies to additional workstations added
     after the initial installation.

      (Up to 20)   PCs                                      $           per PC       $         
     -------------                                            ---------                ---------

4.   ADDITIONAL TRAINING (1 day minimum)

            Days at Corporate Training Facility             $           per day      $
     -----                                                    ---------                ---------

            Days at Regional Training Facility              $           per day      $
     -----                                                    ---------                ---------

            Days at Client Site                             $           per day      $
     -----                                                    ---------                ---------

5.   (2)PLUS TRAVEL AND LODGING EXPENSES                                             $
                                                                                      ---------

TOTAL ESTIMATED INSTALLATION COSTS                                                   $         
----------------------------------                                                    ---------
----------------------------------                                                    ---------



--------------------------------
(1)       $_____ may be applied to base fee for Platform (Software training and
          customization).

(2)       Plus travel and living expenses (estimated based on number of
          anticipated trips, transportation and lodging costs, etc.)


                                                                     Page 3 of 9
<PAGE>

                ATTACHMENT C - ESTIMATED CUSTOMIZATION COSTS FOR
                         TOTAL BRANCH AUTOMATION SYSTEM

TBS TELLER CUSTOMIZATION

Additional customization can be provided by BISYS.  Teller customization
includes up to two (2) days software customization defined in detail by Data
Collection.

Customization includes:
       Deletions from Applications and Sub-application Menus
       Speed Key Definition
       Up to 10 Print Documents
       Access Level/and/or Override Change Definitions
       Passbook Print Alignment Options
       Transaction Utilization Options
       Transaction Receipt Options
       Reconstruct Host Document Options
       Printer Options
       CRT Options
       Account Number Structure Definition
       Cash-in/Cash-out Ticket Options
       Pre-fill Field Definitions
       Smart Help Definitions
       Sub-Total Definitions
       Group/Linked Transactions
       Check List Definitions

1.     PRINT DOCUMENTS (each additional)                    x $       $
                                                  --------             ---------

2.     ADDITIONAL CUSTOMIZATION AS DEFINED PER              x $       $
       PAGE BY THE TBS DATA COLLECTION PACKET     --------             ---------
       (or portion thereof)

TBS COMPLETE CUSTOMIZATION

Additional customization can be provided by BISYS.  Utilization of this option
automatically evokes the BISYS customized category (see Attachment H) for annual
maintenance.

3.     PRINT DOCUMENTS (each additional)                    x $   *   $
                                                  --------             ---------

       -  Additional cost for digitization of laser forms will be quoted.

ALL OTHER CUSTOMIZATION WILL BE QUOTED ON AN HOURLY BASIS.

4.     NON-STANDARD CUSTOMIZATION (8 hour minimum)

              Hours at BISYS Data Center            $       per hour  $      (3)
       -----                                                           ---------

              Hours at Client Site                  $       per hour  $      (3)
       -----                                                           ---------

5.     (3)PLUS TRAVEL AND LODGING EXPENSES                            $
                                                                       ---------

TOTAL ESTIMATED CUSTOMIZATION COSTS                                   $    
                                                                       ---------


(3)    Plus travel and living expenses (estimated based on number of anticipated
       trips, transportation and lodging costs, etc.)


                                                                    Page 4 of 9
<PAGE>

              ATTACHMENT D - ADDITIONAL SERVICES/SOFTWARE COSTS FOR
                         TOTAL BRANCH AUTOMATION SYSTEM


1.     Norton's Norton Advanced Utilities
        8.0 Software                              Copies x $     $
                                             -----                -------------

2.     Meridian Technology's Carbon Copy
       Plus(4)                                    Copies x $     $
                                             -----                -------------

3.     Hayes Smartmodem, 28.88, External(4)
       (with Fax)                                 Copies x $     $
                                             -----                -------------

Contact Corporate Purchasing for current prices.

Please note that the software prices listed above are subject to change.

TOTAL ADDITIONAL SERVICES/SOFTWARE COSTS                         $ SEE HARDWARE
                                                                  -------------
                                                                      QUOTE







---------------------
(4)    One per Branch is required by Houston Client Site Services in order to
       provide Client Support.


                                                                    Page 5 of 9

<PAGE>

                        ATTACHMENT E - TBS SIGNATURE COSTS FOR
                            TOTAL BRANCH AUTOMATION SYSTEM


Per branch prices include ALL branches of the institution.





                                                                            

1.  INITIAL SOFTWARE LICENSE FEE       Branches  x  $                          $
                                  -----               ------                    --------------

    Includes 1 day of Signature training at BISYS Corporate
    training facility

2.  ON-GOING MAINTENANCE/USAGE FEE (per month)

    TBS Platform Software (in addition to current monthly TBS charge)

         0   -  25                  Copies  x   $                              $
                             ------              ------                         --------------

         26  -  50                  Copies  x   $                              $
                             ------              ------                         --------------

         51  -  75                  Copies  x   $                              $
                             ------              ------                         --------------

         76 +                       Copies  x   $                              $
                             ------              ------                         --------------

    TBS Teller Software (in addition to current monthly TBS charge)

         0   -  50                  Copies  x   $                              $
                             ------              ------                         --------------

         51  - 100                  Copies  x   $                              $
                             ------              ------                         --------------

         101 - 150                  Copies  x   $                              $
                             ------              ------                         --------------

         151 +                      Copies  x   $                              $
                             ------              ------                         --------------
    (TBS CRT ONLY SOFTWARE NOT SUPPORTED WITH SIGNATURE)


3.  HOST SIGNATURE FEE

    $      per month plus $      per signature                                 $
     ------                ------                                               --------------


TOTAL ESTIMATED RECURRING MONTHLY COST (2 + 3)                                 $    
----------------------------------------------                                  --------------
----------------------------------------------                                  --------------



                                                                    Page 6 of 9

<PAGE>

                 ATTACHMENT F - ESTIMATED RECURRING ANNUAL COSTS FOR
                            TOTAL BRANCH AUTOMATION SYSTEM

This attachment provides a detailed estimate of anticipated costs which will be
incurred by Client for the purpose of using the Total Branch Automation System
(TBS).  Final cost will be billed to the Client on an actual use basis.

1.  TBS COMPLETE ANNUAL MAINTENANCE
    BASE SYSTEM OR USER CUSTOMIZED          $                   $
                                             --------------      --------------

         or

2.  TBS COMPLETE ANNUAL MAINTENANCE
    BISYS CUSTOMIZED                        $                   $
                                             --------------      --------------

3.  TBS COMPLETE ANNUAL LASER FORMS MAINTENANCE





                                               
                   NUMBER OF                          ANNUAL
                  NEW ACCOUNTS                         FEE
                  ------------                         ---

                 0     - 1,000                       $
                                                      -------
             1,001     - 1,500                       $ 
                                                      ------- 
             1,501     - 2,000                       $ 
                                                      ------- 
             2,001     - 2,500                       $ 
                                                      -------
             2,501     - 3,000                       $ 
                                                      -------
             3,001     - 3,500                       $ 
                                                      ------- 
             3,501     - 4,000                       $ 
                                                      -------
             4,001     - 4,500                       $ 
                                                      -------
             4,501     - 5,000                       $ 
                                                      ------- 
             5,001     - 6,000                       $ 
                                                      ------- 
             6,001     - 7,000                       $ 
                                                      -------
             7,001     - 8,000                       $ 
                                                      -------
             8,001     - 9,000                       $ 
                                                      ------- 
             9,001     -10,000                       $ 
                                                      -------
            10,001     -12,500                       $ 
                                                      -------
            12,501     -15,000                       $ 
                                                      -------
            15,001     -17,500                       $ 
                                                      -------
            17,501     -20,000                       $
                                                      ------- 
            20,001     -25,000                       $
                                                      -------
            25,001     -30,000                       $
                                                      -------
       Over 30,000                                                       per account     $    
                                                                                          -------------------


    PLEASE COMPLETE THE BSI LICENSE/SUPPORT-LINE AGREEMENT FOR LASER FORMS USAGE ON PAGE 10.

4.  TOTAL ESTIMATED RECURRING ANNUAL COSTS            $      
                                                       ------------------------------------------------------
                                                             

*Based on preceding    months new account volume.
                   ---- 


                                                                    Page 7 of 9
<PAGE>

                 ATTACHMENT G - TBS RETURN ITEM PROCESSING COSTS FOR
                            TOTAL BRANCH AUTOMATION SYSTEM


Per branch prices include ALL branches of the institution.





                                                                    
1.  INITIAL SOFTWARE LICENSE FEE             $                            $
                                              -------                      ------------------
                                   
    Includes 1 day of Return Item training at BISYS Corporate
    training facility

2.  ON-GOING MAINTENANCE/USAGE FEE (per month)$                           $
                                               -------                     ------------------

    In addition to current monthly TBS charge


TOTAL ESTIMATED MONTHLY RECURRING COST (ITEM 2)                           $
--------------------------------------                                      ------------------
--------------------------------------                                      ------------------




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

(5) Existing TBS Customers receive a $      credit.
                                      ------ 

                                                                    Page 9 of 9
<PAGE>

                    ATTACHMENT H - TBS MORTGAGE BANKING COSTS FOR
                            TOTAL BRANCH AUTOMATION SYSTEM





                                                                    
1.  INITIAL SOFTWARE LICENSE FEE                                          $                             $
                                                                           ------                        ------------------

    Includes 2 days of Mortgage Banking training at
    BISYS Corporate training facility

2.  ON-GOING MAINTENANCE/USAGE FEE (per month)                            $                             $
                                                                           ------                        ------------------

    In addition to current monthly TBS charge

3.  CUSTOMIZATION OF LETTERS (per letter)                              X  $                             $
                                                       -------------       ------                        ------------------




TOTAL ESTIMATED MONTHLY RECURRING COST (ITEM 2)                                                         $    
--------------------------------------                                                                   ------------------
--------------------------------------                                                                   ------------------



                                                                    Page 9 of 9

Source: OneCLE Business Contracts.