PROFESSIONAL SERVICES AGREEMENT

HERITAGE BANK OF COMMERCE, a California state-chartered banking institution,
with an address at 150 Almaden Boulevard, San Jose, California (hereinafter
called "Client"), and RESPONSE DATA CORPORATION, a New Jersey corporation, with
an address at 1050 Wall Street West, Lyndhurst, New Jersey (hereinafter called
"Vendor"), in consideration of the mutual covenants contained herein and for
other good and valuable consideration, agree as follows:

SECTION 1. DEFINITIONS.

           Unless otherwise defined herein, capitalized terms used herein shall
           have the following meaning:

           "Completion Schedule" shall mean that schedule set forth in the
           applicable Work Statement, with such amendments thereto as shall have
           been approved in writing by Client and Vendor.

           "Deliverables" shall mean the deliverables set forth in each Work
           Statement.

           "Services" shall mean those services described in the applicable Work
           Statement, including preparation and delivery to Client of the
           Deliverables, with such amendments thereto as shall be approved in
           writing by Client and Vendor.

           ""Specifications" shall mean the specifications set forth in the
           applicable Work Statement.

           "Work Statement" shall mean one or more statements executed by Client
           and Vendor substantially in the form of Exhibit A hereto, specifying
           in detail Vendor's primary services to be provided, including,
           without limitation, a Fee Schedule, a Completion Schedule for said
           Services, and the Deliverables to be provided with respect to such
           Services.

SECTION 2. SCOPE OF SERVICE.

           2.1 Client's engagement of Vendor to provide Services, and Vendor's
           acceptance of that engagement shall be evidenced by the parties'
           execution and delivery of a Work Statement with respect to such
           Services. The parties may agree upon one or more Work Statements from
           time to time. Vendor shall provide to Client the Services, and shall
           furnish at its expense all the materials, labor, and supplies
           necessary for completion of the Services, all in accordance with the
           applicable Work Statement and this Agreement.

           2.2 Client understands that Vendor's performance is dependent in part
           on Client's actions and that any Deliverables are intended to work
           with Client's



<PAGE>   2


           computer systems. Accordingly, Client will timely provide Vendor with
           the items and assistance specified in the Work Statement and any
           dates or time periods relevant to performance by Vendor hereunder
           shall be extended day-for-day with any delays in completion by Client
           of Client's tasks specified in the Work Statement.

           2.3 All software provided by or used by Vendor in conjunction with
           the Services shall remain the sole property of Vendor unless software
           development is specified as part or the Services in a Work Statement.
           Any software that is provided to Client for use by Client is licensed
           and not sold to Client, and Client's use of such software shall be
           subject to Vendor's standard license agreement that accompanies such
           software, a copy of which is attached hereto as Exhibit B. Client
           hereby agrees that it is bound by the terms of such license agreement
           in connection with its use of Vendor's software.

SECTION 3. COMPENSATION.

           3.1 As full compensation for the Services, Vendor shall be paid in
           accordance with the fee schedule set forth in the applicable Work
           Statement.

           3.2 Out-of-pocket expenses, as permitted by the applicable Work
           Statement or authorized in writing by an officer of Client, will be
           re-billed to Client at cost, and will be reimbursed by Client in
           accordance with its then-applicable travel and entertainment policies
           (to the extent applicable). Vendor shall invoice Client for such
           expenses no more often than once each calendar month, and paid
           invoices shall be accompanied by sufficient detail to substantiate
           the expenses.

SECTION 4. PAYMENTS.

           Vendor will submit invoices to Client for Services rendered as
           specified in the applicable Work Statement, or if not specified
           therein, then monthly, accompanied by a detailed description of the
           Services rendered, an hourly labor log (for services billed hourly)
           and all current administrative reports as specified in the Work
           Statement or reasonably requested by Client. All undisputed invoices
           will be due and payable within 30 days after receipt by Client.

SECTION 5. COMPLETION SCHEDULE.

           Vendor shall complete and deliver the Services in accordance with the
           Completion Schedule set forth in the applicable Work Statement.



<PAGE>   3


SECTION 6. CHANGES IN SCOPE OF SERVICES IN AN EXISTING WORK STATEMENT.

           If either party proposes a change in the scope of Services under a
           particular Work Statement, the other party will reasonably and in
           good faith consider and discuss with the proposing party the proposed
           change. Both parties recognize that changes in the scope of the
           Services that are requested by Client or that are caused by changes
           in law or other circumstances beyond Vendor's reasonable control may
           necessitate revisions to the fees payable and/or the Completion
           Schedule under the applicable Work Statement. If, in the reasonable
           opinion of Vendor, a change in the scope of Services to be provided
           requires an increase in compensation and/or an extension of the
           Completion Schedule under the applicable Work Statement, Vendor shall
           notify Client in writing of the nature of the altered/additional work
           and the estimated additional fees and/or hours necessary to complete
           the changed Services. Vendor shall not undertake such
           altered/additional work until both parties have agreed in writing
           upon any adjustment in compensation and/or Completion Schedule.

SECTION 7. ACCEPTANCE.

           7.1 Upon completion and delivery of the Services, Vendor shall
           certify in writing to Client that the Services conform in all
           respects to the warranties set forth in this Agreement. Upon receipt
           of such certification, Client shall examine/test the Services and
           Deliverables to determine that the Services and Deliverables conform
           to the warranties set forth in this Agreement and to the acceptance
           criteria set forth in the Acceptance Test Plan (to the extent one has
           been developed by Client and approved in writing by Vendor).

           7.2 Acceptance shall occur when the Services and Deliverables
           successfully meet the acceptance criteria set forth above or when
           Client commences commercial use of the Deliverables. At the request
           of Vendor, Client will provide Vendor with a written notice of
           acceptance of the Services and Deliverables, if and when the Services
           and Deliverables meet the acceptance criteria or when Client
           commences commercial use of the Deliverables.

           7.3 If during the acceptance period, Client determines that the
           Services or Deliverables, in any way, do not comply fully with the
           warranties set forth in this Agreement or applicable acceptance
           criteria, Client shall notify Vendor in writing of the reason for
           such determination, including any errors which Client may discover.
           Vendor shall thereupon have 30 days after such notice to cure the
           deficiencies in the Services or Deliverables identified by Client.
           When it believes that it has made the necessary corrections, Vendor
           will again deliver the Services or Deliverables identified by Client
           and the acceptance/rejection/correction provisions above shall be
           reapplied until the Services or Deliverable is accepted; provided,
           however, that upon the third or any subsequent rejection, Vendor may
           terminate this Agreement by 30 days notice unless the Services or
           Deliverables are accepted during the notice period. Client may not
           reject a resubmitted Service or Deliverable for a failure that



<PAGE>   4


           was present and reasonably discoverable in a previously submitted
           Service or Deliverable, but that was not cited in the preceding
           rejection notices. If Client identifies a failure with a Service or
           Deliverable and Vendor shows that the failure was caused by something
           other than the Service or Deliverable, Client will pay Vendor for any
           related work to that time at the Vendor's standard time and materials
           rates. If a Service or Deliverable is accepted, Vendor will be
           conclusively presumed to have met its obligations with respect
           thereto.

SECTION 8. PROJECT COORDINATORS

           Client and Vendor shall each appoint a project coordinator (the
           "Project Coordinator") to: (i) oversee, review and coordinate the
           overall provision of the Services under each Work Statement and this
           Agreement, (ii) act as a day-to-day contact with the other party, and
           (iii) in the case of Client's Project Coordinator, make available to
           Vendor the data, facilities, resources and other support services
           required by Vendor to perform the Services hereunder. Each party's
           Project Coordinator shall be selected solely by that party, but must
           be appropriately qualified. The initial Project Coordinators shall be
           stated in the applicable Work Statement. Each party may replace its
           respective Project Coordinator at any time, upon written notice to
           the other party.

SECTION 9. WARRANTIES.

           9.1 Vendor warrants, represents and covenants that:

                      9.1.1 The work herein required shall be conducted in a
                      good, professional, and workmanlike manner.

                      9.1.2 Completion and delivery of all data will be in
                      accordance with the turnaround requirements stated in each
                      Work Statement. Turnaround is defined as working days,
                      excluding Saturday, Sunday and federal holidays.

           9.2 Client warrants, represents and covenants that it has valid
           title, lawful possession and is entitled to use all the data
           collected by or provided to Vendor pursuant to this Agreement and
           agrees to hold Vendor harmless from any and all damages, including
           reasonable legal fees, resulting from any action or claim challenging
           title, possession or use of such data.

           9.3 Client and Vendor respectively warrant that:

                      9.3.1 Each party has the requisite and legal authority to
                      enter into and is capable of performing the obligations
                      set forth herein.

                      9.3.2 Each party shall comply in all material respects
                      with all applicable federal and state statutes, rules and
                      regulations in connection with each



<PAGE>   5


                      party's respective performance of the terms and conditions
                      of this Agreement.

                      9.3.3 Each party shall cooperate fully with the other and
                      provide the other with all reasonable assistance with
                      respect to the transaction contemplated herein.

                      9.3.4 The persons executing this Agreement below are
                      officers duly authorized to sign this Agreement and bind
                      each of the respective parties to its terms.

                      9.3.5 OTHER THAN THE WARRANTIES MADE BY VENDOR IN THIS
                      SECTION 9, VENDOR MAKES NO WARRANTIES TO CLIENT OR ANY
                      OTHER PERSON OR ENTITY WITH RESPECT TO THE SERVICES OR ANY
                      DELIVERABLE OR DATA AND DISCLAIMS ALL IMPLIED WARRANTIES,
                      INCLUDING WITHOUT LIMITATION, WARRANTIES OF
                      MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

           9.4 Heritage agrees to be bound by the terms and conditions of the
           Mutual Confidentiality Agreement between Vendor and Internet Access
           Financial Corporation dated as of August 19, 1996, a copy of which is
           attached hereto as Exhibit C.

SECTION 10. LIMITATION OF LIABILITY.

           10.1 Neither Vendor nor Client shall in any event be liable for any
           loss, damage or reasonable delay arising from any failure to properly
           perform its respective duties hereunder if such failure is the result
           of circumstances beyond Vendor's or Client's control, including but
           not limited to inclement weather, natural disasters, war, declared
           and undeclared, fire, flood, loss of utilities, interruption of
           transportation, embargo, accident, explosion, equipment malfunctions,
           shortages of equipment, governmental orders, regulations,
           restrictions or strike or other labor troubles. If any such event,
           loss, damage or delay shall occur, the disabled party shall use
           diligent efforts to meet its obligations as set forth in this
           Agreement. The disabled party shall promptly advise the other party
           in writing if it is unable to perform, and of any developments (or
           changes therein) that appear likely to affect the ability of that
           party to perform any of its obligations in whole or in part.

           10.2 Vendor shall not be liable for any inaccuracies in any data
           supplied or used with the Deliverables. Vendor shall further not be
           liable for the manner in which the data is utilized by Client.

           10.3 NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE,
           VENDOR SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS
           AGREEMENT OR UNDER ANY CONTRACT,



<PAGE>   6


           NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (1)
           FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE FEES PAID TO IT
           HEREUNDER IN THE TWELVE MONTH PERIOD PRIOR TO THE DATE THAT THE CLAIM
           AROSE OR (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS,
           TECHNOLOGY, SERVICES OR RIGHTS.

           10.4 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
           CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING, BUT NOT
           LIMITED TO, LOSS OF ANTICIPATED PROFITS OR REVENUES, OR LOSSES FROM
           LOSS OR CORRUPTION OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
           THE POSSIBILITY OF SUCH DAMAGES.

SECTION 11. TERMINATION.

           11.1 This Agreement may be terminated by Client or Vendor upon 90
           days written notice.

           11.2 In the event of termination of this Agreement pursuant to
           Section 11.1, Vendor shall be entitled to the compensation and
           reimbursements as specified in Sections 3 and 6 for the Services and
           Deliverables provided and expenses incurred up to the termination
           date.

           11.3 Upon termination of this Agreement pursuant to Section 11.1,
           each party shall return to the other party any of the other party's
           equipment, hardware, software or data that such party has in its
           possession.

SECTION 12. INSURANCE.

           12.1 Vendor shall maintain during the term of this Agreement the
           following insurance:

                      12.1.1 Worker's compensation and employer's liability
                      insurance as prescribed by applicable law;

                      12.1.2 Commercial general liability insurance (bodily
                      injury and property damage) with contractual liability
                      insurance to cover liability assumed under this Agreement.
                      The limits of liability of such insurance shall not be
                      less than $1,000,000 combined single limit per
                      occurrence; and

                      12.1.3 Automobile bodily injury and property damage
                      liability insurance covering owned, non-owned and hired
                      automobiles, the limits of which shall not be less than
                      $500,000 combined single limit per occurrence.

           12.2 Upon the request of Client, Vendor shall deliver promptly to
           Client certificates of insurance made out by the applicable
           insurer(s) or their authorized



<PAGE>   7


           agents the insurance required under this section (the "Required
           Insurance") and for any material policy amendments thereto. Each
           policy shall provide for 30 days' prior written notice to be given by
           the insurer to Client in the event of any termination, non-renewal or
           cancellation, or of any material change in coverage or deductibles.
           All Required Insurance shall be carried with responsible insurance
           companies of recognized standing which are authorized to do business
           in the state in which the Services are rendered and are rated A VIII
           or better by A.M. Best. If Vendor fails to procure or maintain the
           Required Insurance, Client shall have the right, but not the
           obligation, to effect such insurance at Vendor's expense.

SECTION 13. INDEPENDENT CONTRACTOR.

           It is understood and agreed that Vendor is an independent contractor,
           and is not to be considered an employee or agent of Client for any
           purpose. This Agreement does not obligate Client to engage Vendor to
           provide any Services, and does not obligate Vendor to accept offers
           to provide Services. Client does not agree to use Vendor exclusively,
           and, subject to Vendor's obligations under this Agreement, Vendor is
           free to contract for services for other third parties or institutions
           while this Agreement is in force. Written approval from Client, which
           approval shall not be unreasonably withheld, shall be required for
           Vendor to contract with third parties to provide any of the Services.

SECTION 14. ASSIGNMENT

           Client may assign any and all rights and delegate any and all duties
           under this Agreement to one or more Affiliates, and Client may assign
           its rights and delegate its duties under this Agreement to the
           purchaser of all or substantially all of its assets or business. As
           used in this Agreement, "Affiliate" means any individual,
           corporation, partnership, association, or business that directly or
           indirectly through one or more intermediaries, controls, or is
           controlled by, or is under common control with Client. The term
           "control" including the terms "controlling," "controlled by", and
           "under common control with" means the possession, direct or indirect,
           of the power to direct or cause the direction of the management and
           policies of a person, whether through the ownership of voting shares,
           by contract or otherwise. The Services provided under this Agreement
           will be used by or for the benefit of Client and one or more
           Affiliates.

SECTION 15. SECURITY AND AUDITS.

           15.1 Vendor promptly shall adopt and implement any reasonable
           security procedures requested by Client to protect confidential
           information of Client from improper disclosure or use, such
           procedures to be reasonably acceptable to Client and in compliance
           with all applicable regulatory requirements.



<PAGE>   8


           15.2 Upon twenty four hours notice, Vendor shall from time to time
           during regular business hours permit Client representatives to
           perform security audits of Vendor's facilities and equipment, and
           such other audits as may be necessary to ensure Vendor's compliance
           with the terms and conditions of this Agreement.

SECTION 16. ARBITRATION

           16.1 Any controversy or claim arising out of or relating to this
           Agreement, or the breach thereof, shall be settled solely and
           exclusively by arbitration in accordance with the Commercial
           Arbitration Rules of the American Arbitration Association ("AAA"), as
           modified below:

           16.2 Vendor will initiate arbitration by filing a demand at the
           Regional Office of the AAA closest to Client. Client will initiate
           arbitration by filing a demand at the Regional Office of the AAA
           closest to Vendor. Each demand for arbitration shall describe the
           claim and relief sought.

           16.3 Disputes will be heard and determined by a panel of three
           arbitrators who each are experienced and knowledgeable in the
           practices generally of the banking and software industries, and at
           least one of the arbitrators will be an attorney. One arbitrator will
           be appointed by each party to serve on the panel. One neutral
           arbitrator will be appointed by the two arbitrators. If the two
           arbitrators selected cannot agree on the appointment of the third
           arbitrator within 20 days of their appointment, or if either party
           shall fail to appoint its arbitrator within 20 days after receipt of
           notice of demand for arbitration, such arbitrator(s) not appointed
           shall be selected and appointed by the AAA upon application of either
           party.

           16.4 Except as set forth below, judgment upon any award of the
           majority of the arbitrators shall be final, binding and conclusive,
           and may be entered upon the motion of either party in a court of
           competent jurisdiction. The award of the arbitrators may grant any
           relief which might be granted by a court of competent jurisdiction.
           Either party, before or during any arbitration, may apply to a court
           of competent jurisdiction for equitable relief where such relief is
           necessary to protect its interest pending completion of the
           arbitration.

           16.5 Any party to an arbitration may petition the court in the state
           in which arbitration was held to confirm, correct or vacate the award
           on the grounds stated in the Federal Arbitration Act, or to enter
           judgment on the arbitration award.

           16.6 The costs and expenses of each arbitration hereunder (including
           reasonable legal fees) and their apportionment between the parties
           will be determined by the arbitrators in their award or decision.



<PAGE>   9


SECTION 17. EXPORT CONTROL

           Client agrees to comply with the U.S. Foreign Corrupt Practices Act
           (regarding among other things, payments to government officials) and
           all export laws, restrictions, national security controls and
           regulations of the United States and all other export or re-export
           of, any software contained in the Deliverables or any copy or direct
           product thereof (a) in violation of any such restrictions, laws or
           regulations or (b) without all required licenses and proper
           authorizations, to Cuba, Libya, North Korea, Iran, Iraq or Rwanda or
           to any Group D:1 or E:2 country (or any national of such country)
           specified in the then current Supplement No. 1 to part 740 of the
           U.S. Export Administration Regulations (or any successor supplement
           or regulations). Client shall promptly execute any documents required
           by Vendor to comply with U.S. export requirements or demonstrate to
           Vendor its compliance with such requirements.

SECTION 18. INTEGRATION.

           This Agreement, and exhibits attached and any Work Statements
           constitute the entire understanding between the parties. Its terms
           can be modified only by an instrument in writing signed by both
           parties.

SECTION 19. WAIVER.

           Any waiver of any breach of any of the provisions of this Agreement
           shall not be construed as a continuing waiver of other breaches of
           the same or other provisions hereof.

SECTION 20. GOVERNING LAW.

           This Agreement has been made in and its validity, interpretation,
           construction and performance shall be governed by and be in
           accordance with the laws of the State of New Jersey, without
           reference to its laws governing conflicts of law.


SECTION 21. SUCCESSORS AND ASSIGNS.

           This Agreement shall be binding upon the parties hereto, their heirs,
           successors, assigns and personal representatives, and reference to
           the Vendor and Client shall include its successors and permitted
           assigns.

SECTION 22. NOTICES

           Except for invoices and billing related communications, any notice
           required or permitted to be given hereunder by either party to the
           other shall be made in writing,



<PAGE>   10


           shall be deemed given when (1) hand delivered by courier service or
           otherwise; or (2) sent by facsimile transmission to the addresses/fax
           numbers set forth below; or (3) sent by first class or certified
           United States mail, postage prepaid, addressed as follows:


           To Client:
           ----------

           Heritage Bank of Commerce
           150 Almaden Boulevard
           San Jose, CA 95113

           To Vendor:
           ----------

           Response Data Corporation
           Attention: Lawrence C. Smith
           1050 Wall Street West
           Lyndhurst, NJ 07071
           Fax: (201) 460-7861

           Copy to Counsel:
           ----------------

           Brobeck, Phleger & Harrison LLP
           Attention: Nigel L. Howard
           1633 Broadway
           New York, New York 10019
           Fax: (212) 586-7878

           If either party changes its address, it shall so advice the other
           party in writing and any notice thereunder required to be given shall
           be sent as specified herein to such new address.

SECTION 23. SURVIVAL.
---------------------

           Sections 10, 15, and 24 shall survive the termination or expiration
           of this Agreement.

SECTION 24. NON-SOLICITATION.
-----------------------------

           During the term of this Agreement and for one (1) year thereafter,
           Client will not encourage or solicit any employee or consultant of
           Vendor to leave Vendor for any reason and will use reasonable efforts
           to ensure that none of Client's Affiliates



<PAGE>   11


           encourage or solicit any employee or consultant of Vendor to leave
           Vendor for any reason.

        IN WITNESS WHEREOF, the parties have executed, or caused to be executed
by their duly authorized representatives, this Agreement as of the date of the
last signature below.

HERITAGE BANK OF COMMERCE

By: /s/ Ken Silveire
   -----------------------------

Title: EXECUTIVE VICE PRESIDENT
      --------------------------

Date:     2/27/98
     ---------------------------

RESPONSE DATA CORP.

By: /s/ Lawrence C. Smith
   -----------------------------

Title: PRESIDENT
      --------------------------

Date:     10/14/98
      --------------------------
    

<PAGE>   12


               RESPONSE DATA CORPORATION LIMITED LICENSE AGREEMENT

This Limited License Agreement ("Agreement") is entered into as of 10/14/98 by
and between Response Data Corporation ("Response Data"), a New Jersey
corporation and Heritage Bank of Commerce (the "Bank").

WHEREAS, Bank and Response Data have entered into that certain Service Agreement
of even date herewith (the "Service Agreement"), pursuant to which Response Data
has agreed to provide certain payment processing services to Bank (the
"Services"); and

WHEREAS, as part of providing the Services to Bank, Response Data desires to
grant Bank a license to use certain application software and on-line remote
access software that will be copied to certain client computers on Bank's
computer network, located at Bank's premises, to facilitate the transfer of data
from Bank to Response Data in conjunction with the Services (the "Software").

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. LICENSE. Subject to the terms of this Agreement, Response Data grants to Bank
the non-exclusive, nontransferable right and license to use the Software but
only (i) at the Bank's facilities at __________________________ , (ii) on client
computers with a single Central Processing Unit, (iii) for purposes of
permitting Response Data to perform the Services, (iv) in accordance with any
accompanying written materials supplied by Response Data, including but not
limited to, any user manuals or guides, and (v) in compliance with any security
measures and policies established by Response Data from time to time (the
"License"). The Software may only be installed and copied by an authorized
representative of Response Data or with the prior written consent of Response
Data.

2. COPYRIGHT. All proprietary rights and trade secrets in the Software and the
accompanying written materials are owned by Response Data or its licensors and
are protected by United States copyright laws, other applicable copyright laws
and international treaty provisions. Response Data retains all rights not
expressly granted herein.

3. RESTRICTIONS. Bank may not use, copy, alter, merge, adapt, modify,
distribute, rent, lease or sublicense the Software or the accompanying written
materials, or any copy thereof, in whole or in part, except as expressly
provided in this Agreement. Bank may not reverse-engineer, decompile or
disassemble the Software or remove any proprietary notices or labels in or on
the Software. In the course of using any Software for remote access to Response
Data's computer networks, Bank and its employees and agents shall not access or
use any third party information and shall insure that Bank and its employees and
agents do not breach any security measures used by Response Data, including but
not limited to, any "firewalls". However, the foregoing restrictions are limited
so that they prohibit such activities only to the extent such activities may be
prohibited without violating applicable statutes.

4. CONFIDENTIAL. The Software, Response Data's computer networks and the
information contained therein, are confidential and proprietary to Response
Data. Bank agrees to treat the Software, Response Data's computer networks and
the information contained therein, as strictly confidential and will not
disclose the same to any third party and will comply with its obligations under
the Service Agreement or any separate Confidentiality Agreement in relation
thereto.

5. TERM. The License is effective for the duration of the Service Agreement.
However, this License may be terminated earlier by Response Data if Bank fails
to cure any breach of this Agreement within thirty (30) days after such breach
first occurs. Upon any termination Bank agrees to either return to Response Data
or



<PAGE>   13


destroy all copies and portions of the Software and the accompanying written
materials held by Bank.

6. LIMITED WARRANTY AND DISCLAIMER. Response Data warrants that the media on
which the Software is furnished is free from defects in materials and
workmanship under normal use for a period of thirty (30) days from the date of
receipt by Bank. EXCEPT FOR THE FOREGOING AND ANY WARRANTIES SET FORTH IN THE
SERVICE AGREEMENT, THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS ARE
PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. FURTHER, RESPONSE DATA DOES NOT WARRANT, GUARANTEE, OR MAKE
ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE
SOFTWARE OR THE WRITTEN MATERIALS OR THAT THEY ARE ERROR FREE.

7. LIMITATION OF LIABILITY AND REMEDIES. RESPONSE DATA'S LIABILITY AND BANK'S
REMEDIES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY SHALL BE LIMITED AS
SPECIFIED IN THE SERVICE AGREEMENT.

8. INTERPRETATION. If one or more provisions of this Agreement are held to be
illegal or unenforceable under applicable law, such illegal or unenforceable
portion(s) shall be limited or excluded from this Agreement to the minimum
extent required so that this Agreement shall otherwise remain in full force and
effect and enforceable in accordance with its terms.

9. GENERAL. The Sections from Section 18 through to the last Section of the
Service Agreement are incorporated herein by reference and shall apply in
relation to this Agreement as well as to the Service Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

RESPONSE DATA CORPORATION               BANK: HERITAGE BANK OF COMMERCE

By /s/ LAURENCE C. SMITH                By /s/ KEN SILVEIRE
     -----------------------------           --------------------------------
Name Laurence C. Smith                  Name Ken Silveire
     -----------------------------           --------------------------------
Title Pres.                             Title E.V.P.
     -----------------------------           --------------------------------

<PAGE>   14


                          MUTUAL NONDISCLOSURE AGREEMENT


           Each undersigned party (the "Receiving Party") understands that the
other party (the "Disclosing Party") has disclosed or may disclose information
relating to (i) computer programs, computer code, modules, scripts, algorithms,
features and modes of operation, inventions (whether or not patentable),
techniques, processes, schematics, testing procedures, software design and
architecture, design and function specifications, analysis and performance
information, user documentation, internal documentation or (ii) the Disclosing
Party's business (including, without limitation, names and expertise of
employees and consultants, know-how, ideas, and other technical, business,
financial, customer and product development plans, forecasts, strategies and
information), which to the extent previously, presently, or subsequently
disclosed to the Receiving Party is hereinafter referred to as "Proprietary
Information" of the Disclosing Party.

           In consideration of the parties' discussions and any access the
Receiving Party may have to Proprietary Information of the Disclosing Party, the
Receiving Party hereby agrees as follows:

           1. The Receiving Party agrees (i) to hold the Disclosing Party's
Proprietary Information in strict confidence and to take all reasonable
precautions to protect such Proprietary Information (including, without
limitation, all precautions the Receiving Party employs with respect to its
confidential materials), (ii) not to divulge any such Proprietary Information or
any information derived therefrom to any third person (including, but not
limited to, any affiliated person or entity), (iii) not to make any use
whatsoever at any time of such Proprietary Information except to evaluate
internally whether to enter into an agreement with the Disclosing Party relating
to the Automated Balance Transfer Service (the "Transaction"), (iv) not to
remove or export from the United States or reexport any such Proprietary
Information or any direct product thereof to Afghanistan, the Peoples' Republic
of China or any Group Q, S, W, Y or Z country (as specified in Supplement No. 1
to Section 770 of the U.S. Export Administration Regulations, or a successor
thereto) or otherwise except in compliance with and with all licenses and
approvals required under applicable export laws and regulations, including
without limitation, those of the U.S. Department of Commerce, and (v) not to
copy or reverse engineer any such Proprietary Information. Any employee given
access to any such Proprietary Information must have a legitimate "need to know"
and shall be similarly bound in writing. Without granting any right or license,
the Disclosing Party agrees that the foregoing clauses (i), (ii), (iii) and (v)
shall not apply with respect to any information after five (5) years following
the disclosure thereof or any information that the Receiving Party can document
(a) is or (through no improper action or inaction by the Receiving Party or any
affiliate, agent, consultant or employee) generally available to the public, or
(b) was in its possession or known by it prior to receipt from the Disclosing
Party, or (c) was rightfully disclosed to it by a third party, provided the
Receiving Party complies with restrictions imposed by such third party, or (d)
was independently developed without use of any Proprietary Information of the
Disclosing Party. The Receiving Party may make disclosures required by court
order provided the Receiving Party uses diligent efforts to limit disclosure and
to obtain confidential treatment or a protective order and has



<PAGE>   15


allowed the Disclosing Party to participate in the Proceeding.

           2. Immediately upon (i) the decision by either party not to enter
into the Transaction contemplated by paragraph 1, or (ii) a request by the
Disclosing Party at any time (which will be effective if actually received or
three days after mailed first class postage prepaid to the Receiving Party's
address herein), the Receiving Party will turn over to the Disclosing Party all
Proprietary Information of the Disclosing Party and all documents or media
containing any such Proprietary Information and any and all copies or extracts
thereof. The Receiving Party understands that nothing herein (a) requires the
disclosure of any Proprietary Information of the Disclosing Party, which shall
be disclosed if at all solely at the option of the Disclosing Party (in
particular, but without limitation, any disclosure is subject to compliance with
export control laws and regulations), or (b) requires the Disclosing Party to
proceed with any proposed transaction or relationship in connection with which
Proprietary Information may be disclosed.

           3. Except to the extent required by law, neither party shall disclose
the existence or subject matter of the negotiations or business relationship
contemplated by this Agreement.

           4. This Agreement will apply only to disclosures made within two
years of the date of this Agreement. However, the obligations hereunder with
respect to any disclosure made within that period will survive any termination
or expiration of this Agreement.

           5 The Receiving Party acknowledges and agrees that due to the unique
nature of the Disclosing Party's Proprietary Information, there can be no
adequate remedy at law for any breach of its obligations hereunder, that any
such breach may allow the Receiving Party or third parties to unfairly compete
with the Disclosing Party resulting in irreparable harm to the Disclosing Party,
and therefore, that upon any such breach or any threat thereof, the Disclosing
Party shall be entitled to appropriate equitable relief in addition to whatever
remedies it might have at law and to be indemnified by the Receiving Party from
any loss or harm, including, without limitation, attorney's fees, in connection
with any breach or enforcement of the Receiving Party's obligations hereunder or
the unauthorized use or release of any such Proprietary Information. The
Receiving Party will notify the Disclosing Party in writing immediately upon the
occurrence of any such unauthorized release or other breach of which it is
aware. In the event that any of the provisions of this Agreement shall be held
by a court or other tribunal of competent jurisdiction to be illegal, invalid or
unenforceable, such provisions shall be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full force and
effect. This Agreement shall be governed by the law of the State of New Jersey
without regard to the conflicts of law provisions thereof. This Agreement
supersedes all prior discussions and writings and constitutes the entire
agreement between the parties with respect to the subject matter hereof. The
prevailing party in any action to enforce this Agreement shall be entitled to
costs and attorneys' fees. No waiver or modification of this Agreement will be
binding upon either party unless made in writing and signed by a duly authorized
representative of such party and no failure or delay in enforcing any right will
be deemed a waiver.

           In witness whereof, the parties have executed this Agreement as of
the day and

                                       2

<PAGE>   16


year set forth below.

October 8, 1997



RESPONSE DATA CORPORATION               INTERNET ACCESS FINANCIAL CORPORATION

By /s/ LAWRENCE C. SMITH                By /s/ TIM COLTRELL
     -----------------------------           --------------------------------
Name Lawrence C. Smith                  Name Tim Coltrell
     -----------------------------           --------------------------------
Title President                         Title Chief Operating Officer
     -----------------------------           --------------------------------




                                        3



<PAGE>   17


                                   ADDENDUM TO

                         PROFESSIONAL SERVICES AGREEMENT

                                     BETWEEN

             HERITAGE BANK OF COMMERCE AND RESPONSE DATA CORPORATION

           Heritage Bank of Commerce ("Client") and Response Data Corporation
("Vendor") hereby agree to the addition of the following terms to the
Information Services Agreement between Client and Vendor dated 10/14/98:

           1. PERFORMANCE STANDARDS. While this Agreement is in effect, Vendor
shall at all times maintain the necessary telephone line, computer capacity and
staff necessary to provide the Services in accordance with the procedures, time
frames and other performance standards set forth in the Work Statement and as
otherwise agreed in writing between Vendor and Client.


           2. RECORDS RETENTION. Vendor shall maintain account records and
transaction documentation regarding the Services described in the Work Statement
("Service Records"), and shall retain copies of all Service Records for a
minimum of five years. Vendor shall not obtain any proprietary rights in any
Service Records, and all Service Records shall remain the property of Client.
Upon termination of this Agreement, all Service Records shall be returned to
Client in machine-readable format.


           3. DISASTER RECOVERY PLANS. Vendor has created a disaster recovery
plan and shall provide suitable off-premises storage for copies of all Service
Records and computer programs used in connection with the performance of the
Services in order to provide adequate backup in the event of loss, damage or
destruction of any equipment or information. Vendor's disaster recovery plan is
attached hereto as Exhibit A. Client may make reasonable requests that Vendor
review or revise its disaster recovery plan and may request copies of any
revised disaster recovery plan.


           4. CONFIDENTIAL INFORMATION. Each party agrees to hold in the most
strict and absolute confidence all information, data and materials of the other
party or any third party dealing with Client or Vendor which are disclosed,
received, acquired, or learned by Vendor or Client in the course of rendering
the Services described in the Work Statement, including without limitation the
Service Records. Each party shall maintain strict security controls over all
items, records, input materials, and instruments delivered to it, and over all
communications lines and facilities used in connection with the Services, all in
accordance with the security standards ordinarily followed by the party. The
provisions of this paragraph may be enforced by injunction or other equitable
relief, and the parties do hereby specifically recognize that neither party has



<PAGE>   18


any adequate remedy at law in order to compel the enforcement of the provisions
of this paragraph. Upon termination of this Agreement, each party agrees to
return to the other any customer or other information or materials provided by
that party during the term of this Agreement, including but not limited to all
Service Records, and shall not use such materials thereafter. The
confidentiality provisions of this paragraph shall survive the termination of
this Agreement.


           5. REGULATION AND EXAMINATION. The performance of services by Vendor
in accordance with this Agreement will be subject to regulation and examination
on Vendor's premises by the government agencies which regulate and examine
Client as if such services were being performed by Client itself on its own
premises. Client shall notify Vendor of any pending regulatory examination of
which Client has knowledge.


           6. FINANCIAL STATEMENTS. Vendor shall provide Client with a copy of
Vendor's reviewed financial statements within 90 days of the end of each fiscal
year of Vendor.


           7. TERMINATION FOLLOWING INSOLVENCY. Client may immediately terminate
this Agreement in the event Vendor (i) is dissolved, becomes insolvent,
generally fails to pay or admits in writing its inability to pay its debts as
they become due; (ii) makes a general assignment, arrangement, or composition
agreement with or for the benefit of its creditors; or (iii) files a petition in
bankruptcy or institutes any action under federal or state law for the relief of
debtors or seeks or consents to the appointment of an administrator, receiver,
custodian, or similar official for the wind up of its business (or has such a
petition or action filed against it and such petition action or appointment is
not dismissed or stayed within 30 days).


           8. ASSIGNMENT BY VENDOR. Vendor shall not assign its interest under
this Agreement without the advance written consent of Client, which consent
shall not be unreasonably withheld.


Dated:  2/27/98                        HERITAGE BANK OF COMMERCE


                                       By: /s/ KEN SILVEIRE
                                           ---------------------------------
                                          Title: E.V.P
                                                ----------------------------

Dated: 10/14/98                        RESPONSE DATA CORPORATION

                                       By: /s/ LAWRENCE C. SMITH
                                           ---------------------------------
                                          Title: Pres.
                                                ----------------------------


                                        2



<PAGE>   19


                                STATEMENT OF WORK
             INTERNET ACCESS FINANCIAL CORPORATION AND RESPONSE DATA
                                   CORPORATION


1.    Data Acquisition - RDC will receive balance transfer transactions from
      NextCard cardholders via daily (Monday through Friday) data transmissions
      from FDR Bankcard Program Services. The data transmission will be in a
      format consistent with the Balance Transfer Input Format provided by RDC
      to both Internet Access Financial Corporation and FDR Bankcard Program
      Services. Cardholders may initiate multiple balance transfers transactions
      per request.

2.    Data Validation - RDC will perform data validation on each balance
      transfer transaction request to ensure that the required data elements
      necessary to process are present on the day that the balance transfer
      request is received by RDC. The data validation criteria are as follows:


            -     Cardholder Account Number is Non-Numeric

            -     Cardholder Name and Address is Incomplete

            -     Payment is Not Unique

            -     Payee Account Number is Blank

            -     Payment Amount is Zero or Non-Numeric

            -     Total Payments are Less Than $500.00

            -     Payee Name Matches Cardholders's Or Cash

            -     Payee Address Matches Cardholder's

            -     PAYEE NAME IS INCOMPLETE

            -     Payee Account Number Matches Client

      RDC will segregate all balance transfer transaction requests which do not
      pass data validation and make them resident in an "Edit Reject Queue" to
      be reviewed/worked on a daily basis by Internet Access Financial
      Corporation personnel. RDC will process the queue on a daily basis,
      capturing all record changes made to the items in the queue.

3.    Authorization Request - RDC will send a batch file to FDR, Internet Access
      Financial Corporation's third-party batch authorization system, for
      authorization on the day that the balance transfer transaction request is
      received by RDC. Upon receipt of the appropriate response file from FDR,
      RDC will on the same day segregate all rejected authorizations and make
      them resident in an "Authorization Reject Queue" to be reviewed/worked on
      a daily basis by Internet Access Financial Corporation personnel. RDC will
      process the queue on a daily basis, capturing all record changes made to
      the items in the queue.

4.    Payment Processing - RDC will identify which balance transfer transaction
      requests that have been authorized can be made electronically and will
      route these payments



<PAGE>   20


      through MasterCard's Remittance Processing Service for payment. The
      payment file will be sent to RPS on the same day that the authorization
      response file is returned to RDC by FDR. Payments which were deemed by RDC
      as incapable of being made electronically will be placed into a paper
      check file and transmitted to the Standard Register Company on the same
      day that the authorization response file is returned to RDC by FDR. The
      paper checks will be printed by the Standard Register Company the day
      following receipt of the paper check file and placed into the USPS
      mailstream via first class mail. Internet Access Financial Corporation
      will establish a postage escrow account at Standard Register to fund
      outgoing postage costs. Any rejected RPS payments will be placed into the
      paper check file of the following day and transmitted to the Standard
      Register Company.

5.    Posting Debits to Cardholder's Accounts - For Payments processed through
      MasterCard Remittance Processing Service, RDC will send a Post file to FDR
      to debit the cardholder's account for the Balance Transfer transaction.
      The Post file for electronic transfers will be transmitted the day
      following authorization. The Post file for paper check payments will be
      transmitted seven (7) days following authorization.

6.    CIS Memos (Non-Mon 115) - RDC will transmit to FDR on a daily basis CIS
      Memos to appear on the event tracking customer service screens. These
      messages, as specified by Internet Access Financial Corporation, will
      indicate the status of each cardholder balance transfer transaction
      request.

7.    Settlement - All RPS electronic payments will be funded by a demand
      account (account number 1542372) at Heritage Bank, San Jose, CA. RPS will
      draw down funds for settlement at 2 p.m. (Eastern Time), the day following
      the submission of the payments. RDC and RPS will provide Internet Access
      Financial Corporation with daily reports to be used for settlement and
      funding. All paper checks will be drawn against a demand account, separate
      from the demand account used for electronic payments, (account number
      1542380) at Heritage Bank, San Jose, CA. RDC will provide Internet Access
      Financial Corporation with reports to be used to assist in reconciliation.
      On a daily basis, RDC will transmit to Heritage Bank a checks issued file
      containing the following:

                  -     Issue Date

                  -     DDA Account Number

                  -     Serial Number

                  -     Amount

      In return, Heritage Bank will provide RDC with a daily checks paid file
      via transmission listing all paper checks which have cleared account
      number 1542380.


<PAGE>   21

8.    Cardholder Correspondence - RDC will create and send via e-mail a
      cardholder letter to be used in the following instances:

            -     Confirmation- All balance transfer requests were successful

            -     Retraction- No balance transfer requests were successful

            -     Partial Retraction- Some balance transfers successful, some
                  not.

            -     Stop Pay- Paper check used to make balance transfer payment
                  has not been cashed.

      The letter text used will be the copy approved by Internet Access
      Financial Corporation. Only the last 4 digits of the cardholder account
      number will be reflected on all correspondence.

9.    Returned Cardholder Correspondence - In the event that an e-mail letter is
      returned, or an e-mail address is not provided, RDC will then produce a
      paper letter to be sent to the cardholder. Internet Access Financial
      Corporation will supply RDC with letter stock and single window #10 outer
      envelopes. Additionally, a postage escrow account will be established by
      Internet Access Financial Corporation to fund outgoing postage costs. All
      correspondence will be placed into the mailstream using first-class
      postage.

10.   On-Line System - RDC will provide its on-line system which will give
      designated Internet Access Financial Corp. employees immediate, current
      customer service inquiries and review capability. The on-line system will
      allow the following:

                  -     View transaction histories and obtain dates when events
                        occurred.

                  -     Obtain and verify trace numbers for electronic payments.

                  -     Obtain payment clearing dates (providing the successful
                        transmission of a checks cleared file by Heritage Bank)

                  -     Review authorization status.

                  -     Review letter status.

                  -     Provide on-line reporting access.

                  -     Queue data validation and authorization transaction
                        failures.

11.   Report Generation - RDC will provide Internet Access Financial Corp. with
      reports on-line on a daily basis as follows:

                  -     Electronic Balance Transfer Register

                  -     Paper Check Register

                  -     Balance Transfer Reconciliation

                  -     Top Payee Listing

                  -     Balance Transfer Breakdown/Analysis

      Requests for any additional custom reports should be made in writing and
      will be reviewed when submitted.



<PAGE>   22


12.   Stop Payment - RDC will provide Heritage Bank with a daily paper report
      indicating all paper checks which require the placement of a stop pay. Any
      paper checks outstanding for 30 DAYS will be subject to the placement of a
      stop pay. Additionally, any paper checks returned by payees that cannot be
      applied, due to missing data, inaccurate data, or such reasons, will also
      be included on the stop pay report. A contact at Internet Access Financial
      Corporation will be made available to RDC for the purpose of reconciling
      such returns and having the responsibility of crediting cardholder
      accounts.


<PAGE>   23

            RESPONSE DATA CORP. PRICING FOR HERITAGE BANK OF COMMERCE


-     One time programming, development and implementation charge of $12,000 due
      at the end of six months from the date of contract.

-     Transaction cost: $1.50 per transaction.

-     Monthly project management fee for first 12 months:



                                Month              Fee
                                -----              ---
                                                  
                                Dec                  1000
                                Jan                  1000
                                Feb                  1000
                                Mar                  2000
                                Apr                  2000
                                May                  2000
                                Jun                  3000
                                Jul                  3000
                                Aug                  3000
                                Sep                  4000
                                Oct                  4000
                                Nov                  4000


Monthly beginning December, 1998: $2500/mo.

-     Postage costs for letters sent to Heritage Bank Customers- at cost.

RPS Electronic Transfer (non-RDC) Associated costs:

-     $250/month.

-     $.045 per transaction.


Source: OneCLE Business Contracts.