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Sample Business Contracts

Electronic Commerce Service Agreement - CheckFree Corp. and Atlanta Internet Bank

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                              CHECKFREE CORPORATION
                           ELECTRONIC COMMERCE SERVICE
                                    AGREEMENT

This Agreement ("Agreement") is made by and between CheckFree Corporation 
("CheckFree"), a Delaware Corporation, with its principal office at 4411 East 
Jones Bridge Road, Norcross, Georgia, 30092, and Atlanta Internet Bank 
("Client"), with its principal office at 7000 Peachtree-Dunwoody Rd., 
Building 10, Suite 300, Atlanta, Georgia, 30328, and is as follows:

1.     Scope of Agreement.

CheckFree agrees to implement the electronic commerce system for Client in 
accordance with Schedule B attached hereto and to provide Client with the 
electronic commerce services ("Services") described in Schedules A and C 
attached hereto for elective use by Client's depositors and account holders 
("Users") in such quantity or combination as Client may from time-to-time 
elect and CheckFree is capable of providing.

2.     Term of Agreement.

This Agreement shall be effective as of 10/31/97 ("Effective Date") and shall 
remain in force for a period of five (5) years ("Initial Term"); and shall 
automatically renew and extend for successive one (1) year terms, commencing 
at the conclusion of the Initial Term or any renewal term, unless contrary 
notice in writing is given by Client or CheckFree at least one hundred-eighty 
(180) days prior to termination of the then current term. Upon termination, 
the obligations of a continuing nature shall continue to be binding and in 
full force and effect, including, without limitation, those reflected in: 
paragraph 5, "Trade Secrets and Confidentiality"; subparagraph 12.4; 
paragraph 16, "Warranty and Limitation of Liability"; paragraph 17, 
"Indemnification"; and paragraph 18, "Default; Remedies Upon Default". If, 
upon termination under this paragraph or under paragraph 4.5 Client has 
chosen to continue to offer a like service without CheckFree as the provider 
or during the term hereof, if Customer is converting a separate part of its 
electronic banking service, which is not included in the Services, to a new 
provider, CheckFree agrees to provide reasonable assistance to the Client to 
accomplish the conversion to the new service provider, Client will pay all 
expenses incurred by CheckFree to make any such conversion. CheckFree's 
expenses will be calculated on a time and materials basis at CheckFree's 
standard rates then in effect, and any out-of-pocket expenses will be 
reasonable.

3.     Forms.

All forms and other documents required for the proper utilization of the 
Services shall be provided by Client at its expense. All such forms and 
documents shall be consistent with those that CheckFree customarily uses in 
providing such Services to its other clients. CheckFree shall have the right 
to review and approve for technical accuracy all such forms and documents 
prior to their use and at its request shall assist Client in the preparation 
thereof. CheckFree shall be 

<PAGE>


reimbursed by Client for the reasonable cost of time and materials for any 
such assistance that shall be calculated in accordance with the System 
Support Charges specified in Schedule E attached hereto, payable thirty (30) 
days after receipt of the invoice therefor.

4.     Charges.

4.1    For the Services utilized, Client shall pay to CheckFree monthly 
(within thirty [30] days of receipt of the invoice) at its principal office 
in Norcross, Georgia (or such other place designated by CheckFree), the 
greater of (i) the total of the applicable charges incurred during the 
preceding month in accordance with Schedule E or (ii) a monthly minimum 
charge set forth in Schedule E during the Initial Term of the Agreement, 
regardless of Client's actual usage of the Services during any such month. 
Beginning with the first one (1) year renewal term of the Agreement, and for 
renewal terms thereafter, such monthly minimum charge shall be adjusted to be 
_________ percent of the average of the monthly processing fees for the 
preceding twelve (12) month period, excluding sales or other taxes as 
provided for in paragraph 4.3 below. 

4.2 Except as provided in Schedule E attached hereto, charges for the 
Services shall not be changed by CheckFree during the Initial Term. 
Thereafter, however, such charges may be changed at any renewal with at least 
ninety (90) days prior written notice to Client. Client may, by giving 
written notice to CheckFree at least forty-five (45) days prior to the 
effective date of any such changes, reject any of the Services affected, 
whereupon the obligations of both parties with respect thereto shall 
terminate. The Client's rejection of any service so affected, however, will 
not reduce the monthly minimum charge as specified in paragraph 4.1 above. 
Client shall furnish to Users at its expense all appropriate notices of such 
changes in service and/or charges that may be required by law or by 
CheckFree. 

4.3 There shall be added to all invoices for the Services amounts equal to 
any applicable sales or other taxes levied, based on, arising from or in any 
way connected with the furnishing of the Services to Client or Users 
hereunder, exclusive of taxes based on CheckFree's net income. 

4.4 All invoices for the Services rendered hereunder shall be due and payable 
thirty (30) days after receipt of the invoice. If Client fails to pay any 
such amounts when due, CheckFree may, at its option, and after giving at 
least ten (10) days prior written notice, discontinue furnishing the Services 
unless and until all such arrearages are paid in full, all without impairment 
of any other remedy that may be available to CheckFree. Client shall furnish 
to Users at its expense all notices of such termination that may be required 
by law or by CheckFree. 

4.5 Client recognizes that CheckFree's level of personnel staffing, computer 
equipment selections, hardware resource allocations, hardware and software 
lease term selections, equipment and software purchases, and general resource 
planning so as to fulfill its contractual obligations are based upon the 
assumption that this Agreement will remain in effect for its full Initial 
Term and any renewal term and that any prior termination hereof will result 
in substantial damages to CheckFree. At the same time, however, CheckFree 
recognizes that it is in the substantial interest of Client to have the right 
to terminate this Agreement, other than as provided in paragraph 2 herein, 
should it so desire. Client, therefore, is hereby granted the right at its 
option to terminate this Agreement at any time after the first twelve (12) 
months by giving ninety (90) days prior written notice of termination, and by 
the payment to CheckFree of an amount in cash that shall be the product 
resulting from multiplying the number of months remaining from the date of 
termination until October 31, 2001, by either the average of the fees for the 
six (6) months with the highest total invoice amounts or the monthly minimum, 
if applicable, whichever is greater, it being agreed that such sum 
constitutes reasonable liquidated damages to be 

<PAGE>

sustained by CheckFree by reason of such early termination. If there have not 
been six (6) months of fees in the current term, the calculation shall be 
based on the number of months for which fees have been billed in the current 
term plus the relevant number of months from the previous term which makes 
the total six (6). 4.6 Notwithstanding any provision to the contrary in this 
Agreement, in the event that the United States Postal Service raises its 
postage rates, CheckFree may, without prior notice to Client, increase its 
fees commensurately. Such increase in postal charges shall become effective 
coincident with the effective date of the United States Postal Service 
increase in such charges.

5.     Trade Secrets and Confidentiality.

5.1.   Client acknowledges that CheckFree claims that all computer programs, 
data file content and organization, techniques, methods, rules, procedures, 
protocols, forms, instructions, trade secrets, copyrights and any other 
proprietary rights of CheckFree or third parties used in connection with or 
in any way relating to the Services ("Products") are the exclusive and 
confidential property of CheckFree or parties from whom CheckFree has secured 
such Products. Unless such Products are (a) in the public domain; (b) 
independently developed by Client; (c) known to Client prior to disclosure; 
(d) obtained from a third party which is not subject to a nondisclosure 
agreement with CheckFree; or (e) disclosed by Client with CheckFree's 
permission, Client and its subsidiary or affiliated corporations shall treat 
the Products as confidential and will not disclose or otherwise make 
available same in any form to any person other than employees of Client, its 
authorized agents, independent contractors, government officials, or its data 
processor who need to know such information for rendition of the Services. 
Client will instruct such employees and data processors to keep the same 
confidential using the same care and discretion that Client would use with 
respect to its own confidential property and trade secrets. Upon termination 
of this Agreement for any reason, Client shall return to CheckFree any and 
all Products in its possession or under its control and shall cease using 
them in any way. 

5.2    CheckFree shall treat as confidential and shall not disclose or 
otherwise make available the personal account information or other data 
received by CheckFree from Client ("Client's Data") or Users ("Users' Data") 
to any person, other than authorized employees, agents or contractors of 
CheckFree or Client. CheckFree shall instruct such employees, agents, 
affiliates and contractors to keep the same confidential by using the same 
care and discretion that CheckFree uses with respect to its own confidential 
information.

6.     Reliance on Information Provided.

CheckFree shall rely on the accuracy of all information provided to CheckFree 
by Client. Client shall promptly inform CheckFree of any such incorrect data 
or information, bear the cost of employee labor and out-of-pocket expenses 
for such correction and pay any damages arising therefrom.

7.     Availability of the Services.

CheckFree will maintain and operate the Services seven (7) days per week,  
twenty-four (24) hours per day, except for scheduled or emergency maintenance 
requirements.

<PAGE>

8.     Use of the Services.

Client and Users shall use the Services in accordance with CheckFree's 
current rules and such others as may be established from time-to-time. Such 
rules shall be set forth in documentation materials furnished by CheckFree to 
Client. CheckFree agrees to give Client at least thirty (30) days advance 
written notice of any change in the rules.

9.     Modifications in the Services.

9.1    If any modification to the Services shall be required by law or by 
governmental regulation, CheckFree and Client shall use their best efforts to 
comply. Client shall pay for any increase in CheckFree's costs and charges 
therefor, but if it affects other clients of CheckFree, such costs and 
charges shall be shared equitably by all affected CheckFree clients. Subject 
to the provisions of paragraph 9.1 hereinabove, without prior notice to 
Client, CheckFree at its expense may make any modifications, changes, 
adjustments or enhancements to the Services that it considers to be suitable.

10.    Use of Service Marks.

10.1   Client shall have no right to any copyrighted material, logos, trade 
names, trademarks or service marks used by CheckFree in connection with the 
Services. 10.2 Client shall submit all advertising and promotional materials 
used in connection with the Services to CheckFree for its prior approval of 
the description of the Services and proposed use thereof, that shall be given 
in a timely manner and shall not be unreasonably withheld. 10.3 It is agreed 
that Client may develop and use its own trade names, trademarks, logos or 
service marks with respect to the Services and CheckFree shall have no 
proprietary interest therein.

11.    Communications Lines and Equipment.

11.1   CheckFree may order, on Client's behalf and after receiving Client's 
specific written approval, the installation of appropriate telephone lines 
and communications equipment to enable Client to access the Services. Client 
shall pay for all costs of installation and use of telephone lines and 
communications equipment used in connection with the Services. 11.2 CheckFree 
shall not be responsible for the reliability or continued availability of 
telephone lines and other communications equipment used by Client or Users in 
accessing the Services.

12.    File Security, Retention and Transfer at Time of Termination.

12.1   CheckFree shall provide reasonable security measures to ensure that 
access to Client's computerized files and records are available only to 
CheckFree and CheckFree's authorized agents or contractors and to Client and 
Client's Users. CheckFree reserves the right to issue and change procedures 
from time-to-time to improve or protect file security. 

12.2   CheckFree shall take reasonable precautions to prevent the loss or 
alteration of Client's computerized files and records accessed or retained by 
CheckFree, but CheckFree cannot and does not guarantee against any such loss 
or alteration. Accordingly, Client shall, at its expense, keep copies of the 
source documents of the information delivered to CheckFree and shall maintain 
a backup procedure for reconstruction of lost or altered Client computerized 
files and records to the extent deemed necessary by Client. 

<PAGE>


12.3 CheckFree shall, at Client's expense, retain Client's computerized files 
and records in accordance with Schedule C attached hereto and made a part 
hereof. 

12.4 At the time this Agreement is terminated, if Client is not then in 
default of any provisions herein, Client shall be entitled to receive from 
CheckFree records or lists equivalent in content to CheckFree's standard 
Authorized Vendor/Payee List for each of Client's Users on CheckFree's file. 
All such records and lists shall be in a form agreeable to both CheckFree and 
Client. Client shall bear the cost of all programming and processing that may 
be necessary to render the information usable to Client.

13.    Government Regulation.

13.1   Each party shall, as the case may be: (i) be responsible for 
compliance with all applicable laws, rules, and regulations (including, 
without limitation, Regulation E of the Board of Governors of the Federal 
Reserve System ("Regulation E"), the Electronic Fund Transfer Act and the 
rules of any applicable national or regional Automated Clearinghouse 
Association; (ii) establish, maintain, and be responsible for error 
resolution procedures required by Regulation E and the Electronic Funds 
Transfer Act; and (iii) be responsible for delivering to the Users any 
required disclosures and/or any provisional credits in connection with the 
error resolution procedure that may be required by Regulation E and the 
Electronic Funds Transfer Act. The parties will cooperate with one another in 
the investigation and resolution of any alleged errors. 

13.2   Client shall provide all required notices and disclosures to the 
appropriate regulatory authorities and to affected Users concerning the 
initiation or termination of this Agreement or of Services, or of any 
substantial changes in the Services being provided to Client or Users. 
CheckFree agrees that any and all Users' data maintained by it for Client 
shall be available for inspection by the appropriate regulatory authorities 
and Client's internal auditors and independent public accountants, upon 
reasonable prior written notice to CheckFree. 

13.3   Client agrees to pay CheckFree for all costs incurred in the 
preparation of data for inspection, examination or audit (pursuant to 
subparagraph 13.2) at CheckFree's standard rates then in effect. 13.4 Client 
shall be solely responsible for the preparation and delivery to its Users of 
the monthly activity statements that will display the Services and the 
transactions that have been performed for Users.

14.    Client's Agreement With Depositors.

14.1   Client shall be solely responsible pursuant to Regulation E for 
ensuring that Users receive adequate disclosure of the terms and conditions 
governing their use of the Services and for error resolution procedures. 

14.2 Client shall include the following notice, or its equivalent, in 
agreements with Users and in Client's promotional material for the Services: 
"Depositors should allow at least five (5) business days from the date 
payment is scheduled for such payments to be delivered to payees." "Business 
days" as used in this Agreement shall mean Monday through Friday of each week 
exclusive of Saturday, Sunday and bank holidays. 

14.3   Client shall be responsible for notifying Users of all applicable 
rules and procedures (and changes therein) to be observed in connection with 
the furnishing of the Services by CheckFree.

<PAGE>

15.    Insurance.

CheckFree shall, at its expense, during the entire term of this Agreement, 
keep in full force and effect, policies of insurance, meeting or exceeding 
the following specifications:

        A. Crime insurance, including Employee Dishonesty and Computer Fraud 
coverage for theft of money or securities that CheckFree holds, or for which 
CheckFree is legally liable, arising out of dishonest acts committed by the 
employees of CheckFree or its subcontractors, acting alone or in collusion 
with others, or through the use of CheckFree's computer system to 
fraudulently cause a transfer, in a minimum amount of twenty-five million 
dollars ($25,000,000) with a maximum deductible of one million dollars 
($1,000,000).

        B. General Liability and Errors or Omissions Liability insurance in a 
minimum amount of twenty-five million dollars ($25,000,000). CheckFree may 
elect, in its sole discretion, to self-insure in any manner all or a portion 
of any such coverage, including, without limitations deductibles, 
self-insured retentions or retrospective rating programs in an amount not to 
exceed one million dollars ($1,000,000) of loss applicable to any insurance 
coverage.

CheckFree shall be the named insured and provide a Certificate of Insurance 
as evidence thereof. All certificates shall provide for thirty (30) day 
cancellation notice from the insurance carrier and the most current financial 
rating for the insurance carrier. Also CheckFree shall immediately notify 
Client of any cancellation notice by the insurance carrier.

16.    Warranty and Limitation of Liability.

16.1   CheckFree warrants that it will exercise reasonable care in the 
performance of its obligations under this Agreement and that it has all the 
requisite authority to enter into this Agreement. CheckFree further warrants 
that it will not infringe upon the intellectual property rights of any third 
party in the performance of the services. CHECKFREE MAKES NO OTHER 
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF 
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE 
SERVICES PROVIDED HEREUNDER. Because of the extreme difficulty of fixing 
actual damages for any failure of a party to perform its obligations 
hereunder, or from any failure of a party to perform any obligations imposed 
by law, the parties agree that the liability of a party hereunder for an 
uninsured loss, if any, shall be limited to liquidated damages in the amount 
of the Fees paid by Client to CheckFree for the six (6) calendar months 
immediately preceding the month in which the event occurred that gave rise to 
the damages. The provisions of this paragraph apply even though the loss or 
damage, irrespective of cause or origin, results, directly or indirectly, 
either from performance or nonperformance of obligations imposed by this 
Agreement. The parties agree that a breach of the terms of Section 5 as well 
as the breach by CheckFree of the intellectual property rights of a third 
party are excluded from the limitation of liability portion of this 
paragraph. 

16.2   IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR (A) ANY INCIDENTAL, 
INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, 
INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS REGARDLESS OF WHETHER 
IT WAS ADVISED, HAD REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY 
THEREOF; OR (B) FOR ANY LOSS OR 

<PAGE>

DAMAGE TO THE OTHER PARTY OR TO USER, DIRECT OR CONSEQUENTIAL, ARISING OUT OF 
OR IN ANY WAY RELATED TO ACTS OR OMISSIONS OF THIRD PARTIES INCLUDING, BUT 
NOT LIMITED TO, VARIOUS COURIER SERVICES, THE FEDERAL RESERVE BANK, OTHER 
BANKS WITH WHICH THE OTHER PARTY OR USER DEALS OR THE EMPLOYEES OR AGENTS OF 
SUCH BANK OR ANY FINANCIAL INSTITUTION WHICH RECEIVES OR ORIGINATES ENTRIES 
OR PAYS ELECTRONIC DEBITS FROM USER ACCOUNTS.

Neither party shall be liable for any delay or other failure of performance 
caused by factors beyond its reasonable control, such as, but not limited to, 
strikes, insurrection, war, fire, lack of energy, acts of God, governmental 
acts or regulation, or acts of third parties. If, after the date of this 
Agreement, any law, regulation, or ordinance, whether federal, state, or 
local, becomes effective that substantially alters the ability of either 
party to perform Services hereunder, the affected party shall have the right 
to terminate this Agreement upon thirty (30) days written notice to the other 
party.

17.    Indemnification.

CheckFree agrees to indemnify Client, its officers, directors, and employees 
from and against any and all loss, liability, cost and expense, including 
punitive damages and reasonable attorneys fees, incurred by any one or more 
of them by reason of any and all claims, demands, suits, or proceedings made 
or brought against any one or more of them arising from or related to any act 
or omission of CheckFree or the Services or the breach of any obligation, 
responsibility, warranty, or representation of CheckFree to Client related to 
the development, operation, promotion, or use of the Services. Client agrees 
to indemnify CheckFree, its officers, directors, and employees from and 
against any and all loss, liability, cost and expense, including punitive 
damages and reasonable attorneys fees, incurred by any one or more of them by 
reason of any and all claims, demands, suits or proceedings, made or brought 
against any one or more of them arising from or related to any act or 
omission of Client or the breach of any obligation, responsibility, warranty, 
or representation of the Client to CheckFree related to the operation, 
promotion, or use of the Services pursuant to this Agreement.

18.    Default; Remedies Upon Default.

18.1   Should either party (i) default in the payment of any sum of money 
hereunder, (ii) default in the performance of any of its other obligations 
under this Agreement, (iii) become the subject of any proceeding under the 
Bankruptcy Code or become insolvent, or (iv) have any substantial part of its 
property become subject to any levy, seizure, assignment, application or sale 
for or by any creditor or governmental agency, the non-defaulting party, at 
its option, may, upon at least ten (10) days advance written notice thereof, 
terminate this Agreement and declare all amounts immediately due and payable. 
The remedies contained in this paragraph 18.1 are cumulative and are in 
addition to all other rights and remedies available to the non-defaulting 
party under this Agreement or at law or in equity. 

18.2   In the event either party defaults in the performance of this 
Agreement, the other not in default shall have such remedies, including 
cancellation of this Agreement, as may be appropriate at law or in equity; 
provided, however, that no legal action shall be brought by either party 
unless: (i) the other shall have been given at least thirty (30) days notice 
in writing specifying the alleged breach thereof and (ii) the alleged breach 
is continuing. 

<PAGE>

18.3 All expenses incurred by the non-defaulting party in terminating the 
relationship under this Agreement shall be home by the defaulting party.

19.    General.

19.1   The parties acknowledge that they have 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 unless it is 
in written form and signed by both parties. 

19.2   This Agreement may not be assigned by Client, in whole or in part, 
without the prior written consent of CheckFree, which consent shall not be 
unreasonably withheld or delayed. Client agrees to give CheckFree notice of 
any such intended assignment of its rights and obligations under this 
Agreement.

19.3   This Agreement may not be assigned by CheckFree, in whole or in part, 
without the prior written consent of Client, which consent shall not be 
unreasonably withheld or delayed. CheckFree agrees to give Client notice of 
any such intended assignment of its rights and obligations under this 
Agreement.

19.4   This Agreement shall be binding upon and shall inure to the benefit of 
CheckFree and Client and their respective successors and permitted assigns. 

19.5   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 hereof, shall not in any way to be affected 
or impaired thereby.

19.6   The headings in this Agreement are intended for convenience of 
reference and shall not affect its interpretation. 

19.7   The individuals executing this Agreement on behalf of CheckFree 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.

19.8   In the performance of all work, CheckFree is an independent 
contractor, with sole right to supervise, manage, control and direct the 
performance of the details of said work to be performed by CheckFree. Client 
is interested only in the results obtained and the prompt performance by 
CheckFree of its obligations and agreements hereunder.

19.9   This Agreement is made in the County of Gwinnett, State of Georgia, 
and shall be construed and interpreted in accordance with the laws of the 
State of Georgia without regard to choice of law principles. 

19.10  The parties do not intend the benefits of this Agreement to inure to 
any third party, and nothing contained herein shall be construed as creating 
any right, claim or cause of action in favor of any such third party against 
either of the parties hereto.

19.11  The form, substance and timing of any press release or other public 
disclosure of matters related to this Agreement shall be mutually agreed to 
by CheckFree and Client in writing that consent shall not be unreasonably 
withheld, except to the extent of disclosure for which CheckFree or Client is 
required by law to make, in which instance, the parties shall consult prior 
to making such public disclosure. 

19.12  CheckFree warrants that the Services provided hereunder and used by 
Client prior to, during or after the calendar year 2000 include or shall 
include, at no additional cost to Client, design and performance capabilities 
so that Client shall not experience abnormally ending and/or 

<PAGE>

invalid and/or incorrect results from its use in the operation of the 
business of Client. Furthermore, CheckFree represents and warrants that the 
Services will under normal use and service, record, store, process and 
present calendar dates falling on or after January 1, 2000, in the same 
manner, and with the same functionality, data integrity and performance, as 
the Services record, store, process and present calendar dates on or before 
December 31, 1999. CheckFree warrants that the Services will lose no 
functionality with respect to the introduction of records containing dates 
failing on or after January 2, 2000, and ensures that the Services will be 
interoperable with Software used by Client which may deliver records to the 
Services or receive records from the Services, or interact with the Services, 
including and not limited to back-up and archived data, date data, century 
recognition calculations which accommodate same century and multi-century 
formulas and date values, and date data interface values that reflect the 
century. 19.13 The parties agree that all obligations that, by their nature 
are continuing, including, without limitation the indemnification and 
warranty obligations, shall survive termination of the Agreement.

20.    Arbitration.

20.1   Any controversy or claim between or among the parties hereto 
including, but not limited to, those arising out of or relating to this 
Agreement or any related agreements or instruments, including any claim based 
on or arising from an alleged tort, shall be determined by binding 
arbitration in accordance with the Federal Arbitration Act (or if not 
applicable, the law of Georgia), the Rules of Practice and Procedure for the 
Arbitration of Commercial Disputes of Judicial Arbitration and Mediation 
Services, Inc. (J.A.M.S.), and the Special Rules set forth below. In the 
event of any inconsistency, the Special Rules shall control. Judgment upon 
any arbitration award may be entered in any court having jurisdiction. Any 
party to this Agreement may bring an action, including a summary or expedited 
proceeding, to compel arbitration of any controversy or claim to which this 
Agreement applies in any court having jurisdiction over such action. 

20.2   The arbitration shall be conducted in Atlanta, Georgia, and 
administered by J.A.M.S. which will appoint an arbitrator; if J.A.M.S. is 
unable or legally precluded from administering the arbitration, then the 
American Arbitration Association will serve. All arbitration hearings will be 
commenced within ninety (90) days of the demand for arbitration; further, the 
arbitrator shall only, upon a showing of cause, be permitted to extend the 
commencement of such hearing for up to an additional sixty (60) days. 

20.3   Nothing in this Agreement shall be deemed to limit the applicability of 
any otherwise applicable statutes of limitation or repose and any waivers 
contained in this Agreement.

21.    Contingency Back-up

21.1   CheckFree agrees to provide contingency backup of Services at a 
separate location for CheckFree's use in resuming Services for Client (and 
others), in the event that a disaster should prevent CheckFree's performance 
of Services at CheckFree's primary site such that, by transferring the backup 
system programs and datafiles and switching of Client's dataline network to 
the backup site, Services for Client can thereupon be resumed. Such Services 
shall be resumed on a best efforts basis.

<PAGE>


22.    Notices.

Service of all notices under this Agreement shall be in writing and sent by 
U.S. Certified Mail, return receipt requested, postage paid, addressed to the 
party to be served notice at the following address:

         CheckFree Corporation
         8275 North High Street
         Columbus, Ohio 43235

         Attention: William C. Buckham, Assistant General Counsel

         Atlanta Internet Bank
         7000 Peachtree-Dunwoody Road
         Building 10, Suite 300
         Atlanta, Georgia 30328
         Attention: President

EXECUTED in multiple originals on the dates shown below.

ATLANTA  INTERNET BANK                          CHECKFREE CORPORATION

By:     /s/ Donald S. Shapleigh             By:     /s/ Kenneth Benvenuto
       ----------------------------                ---------------------------
Print:  Don Shapleigh                       Print:  Kenneth Benvenuto         
       ----------------------------                ---------------------------
Title:  President                           Title:  Executive Vice President  
       ----------------------------                ---------------------------
Date:  10/30/97                             Date:  10/31/97                   
       ----------------------------                ---------------------------


<PAGE>


                                LIST OF SCHEDULES

Schedule A - Description of CheckFree Bill Payment Services 

Schedule B - CheckFree Service Standards 

Schedule C - CheckFree Standard Operating Procedures

Schedule D - CheckFree Standard Bill Payment Operating Procedures 

Schedule E - Pricing

Schedule F - Description of CheckFree User Interface BankStreet Touch Tone
             (Columbus) 

Schedule G - Description of CheckFree Level 2 ROLA/Customer Service


<PAGE>


                                   SCHEDULE A

                 Description of CheckFree Bill Payment Services

CheckFree provides an electronic bill payment service which can be accessed 
through various User-Interface Devices.

A.       DEFINITIONS

"Service" is defined as CheckFree's bill payment service as further described 
in Schedule A that the financial institution (Client) offers to its customers 
(Users).

"Client" is defined as the financial institution and/or third party that 
provides the Service to its customer base.

"User" is defined as a customer of the financial institution that will access 
the Service provided by CheckFree.

"Account" is defined as the demand deposit (DDA) account(s) that a User 
designates as the account(s) from which Service transactions are made.

"System" is defined as the software, data base, voice response unit, and 
other production and delivery equipment comprising the Service provided by 
CheckFree.

"Payee" is defined as individuals or businesses that Users select in advance 
to receive payments through the Service.

"User-Interface Device" is defined as the product the User uses to access the 
Service.

B.      BELL PAYMENT SERVICE

        1. General

           The Service is an electronic payment system which permits Users to 
      initiate and authorize payments from their Accounts to Payees who Users 
      have selected in advance to receive payments by means of the Service.

        2. Obligations of CheckFree

           CheckFree will provide the Service to Users who have been approved 
      for enrollment pursuant to procedures agreed to between CheckFree and 
      the Client. CheckFree will make every reasonable effort to have the 
      Service available to Users seven (7) days a week, three hundred and 
      sixty-five (365) days a year for the ratio of hours referred to in 
      Schedule F.

           a.     User Enrollment

           CheckFree will provide a standard bill payment enrollment form to 
           the Client to be customized and distributed to the Client's 
           prospective Users.

<PAGE>

           b.     Bill Payment Remittance

           CheckFree agrees to execute the delivery of all bill payments as 
           instructed by the User unless one or more of the following 
           conditions occurs: (1) erroneous or incomplete information is 
           provided by the User; (2) insufficient funds are available in the 
           User's DDA Account; (3) a Payee cannot or will not accept a 
           payment delivered by CheckFree; (4) the User does not follow 
           CheckFree's operating instructions referred to in Schedule E.

           CheckFree will determine the method of payment for delivery of 
           User bill payments. These methods include but are not limited to 
           the following: the Automated Clearing House Network, MasterCard 
           International's Remittance Processing System, direct Payee 
           transfer, paper checks drawn on CheckFree's Corporate Account, or 
           paper drafts drawn on User Accounts. CheckFree may issue a paper 
           draft drawn on the User's Account if one or more of the following 
           conditions applies: (1) the Client elects not to allow CheckFree 
           to secure funds from the User Account prior to payment remittance 
           to the Payee; (2) the Payee is unable to receive electronic 
           payments; (3) the Payee has not agreed to accept reversal 
           transactions from CheckFree; (4) the dollar amount of the payment 
           exceeds the User's credit amount.

           It is understood and agreed that CheckFree will conduct standard 
           credit screening on the Users if the Client elects not to allow 
           CheckFree to secure funds from User Accounts prior to payment 
           remittance to the Payee. CheckFree reserves the right to set 
           credit and check limits on all User Accounts. CheckFree shall 
           comply with the Fair Credit Reporting Act and any other applicable 
           laws and regulations.

           c.     Authorizing Payments

           CheckFree agrees to authorize and secure funds for User payments 
           via a POS (Point of Sale) network. See "Settlement" referred to in 
           this Schedule A for the settlement of authorized payments.

           d.     Debiting User Accounts

           If it is agreed between the Client and CheckFree that CheckFree 
           will debit User Accounts, CheckFree will debit via the Automated 
           Clearing House Network.

           e.     Systems Network

           If Client elects Direct Debit processing, CheckFree agrees to 
           provide the Client's Data Center with a dedicated connection 
           through CheckFree's Frame Relay Network. CheckFree's Frame Relay 
           Network supports both SNA and TCP/IP communication protocols. This 
           network solution is owned and implemented by CheckFree. CheckFree 
           will be responsible for monitoring and support of the Frame Relay 
           Network.

        3. Obligations of Client

           a.     General

           Client agrees to: (1) comply with applicable laws, rules, and 
           regulations governing electronic funds transfers, including 
           providing regulatory notices and disclosures to 


<PAGE>

           Users and complying with error resolution procedures required by 
           law; and (2) require Users to follow CheckFree's standard 
           operating procedures and terms and conditions with respect to use 
           of the Service as described by CheckFree from time to time.

           b.     User Enrollment

           Client is responsible for obtaining authorization from its Users 
           to process bill payment transactions.

           c.     Marketing

           Client agrees to develop and utilize a promotional and marketing 
           program for the promotion and marketing of the Service.

           d.     Customer Service

           If Client elects to have CheckFree provide First-Tier customer 
           service, Client agrees to: (1) verify accuracy, completeness, and 
           readability of all account information provided by the User on the 
           form prior to delivery to CheckFree; (2) not to contact Payees at 
           any time on behalf of Users; and (3) perform other duties as 
           agreed to between the Client and CheckFree.

      4.   Settlement Options

           Please check only one of the following:

                        User Debit/CheckFree Assumes Risk

           For each remittance processing day, CheckFree debits Client's 
           Users via an ACH debit. CheckFree assumes risk for funds which are 
           not available and assumes all collection responsibilities.

                     User Debit/Client Assumes Partial Risk

           For each remittance processing day, CheckFree debits Client's 
           Users via ACH debit. Client assumes partial risk for a specific 
           dollar amount per payment; Client agrees to provide CheckFree with 
           the agreed upon amount per payment if funds are not available in 
           the User's account. The specific dollar amount per payment is 
           decided upon between CheckFree and the Client.

                 Direct Debit/Client initiates Settlement Credit

           Client must provide CheckFree with a reconciliation file each day. 
           Client is required to transfer funds via ACH or wire to a 
           CheckFree settlement account, in an amount sufficient to cover its 
           Users' authorized Tandem transactions from Client's previous day. 
           Client designates the cut off time for a given business day. 
           CheckFree is responsible for balancing to Client's settlement 
           total.

<PAGE>

               Direct Debit/ CheckFree initiates Settlement Debit

           CheckFree must provide Client with a reconciliation file each day. 
           CheckFree is required to debit funds via ACH or debit wire from 
           Client's settlement account, in an amount sufficient to cover 
           Client's Users' authorized Tandem transactions from CheckFree's 
           previous day. CheckFree designates the cut off time for a given 
           business day. Client is responsible for balancing to CheckFree's 
           settlement total.

                     Batch Online Same Day Settlement (BOE)

           Client will transmit electronically User payment instructions to 
           CheckFree. On the same day, Client must initiate an ACH credit to 
           a CheckFree settlement account for an amount sufficient to cover 
           Client's Users' payments transmitted that day. For any payments 
           not processed by CheckFree due to payment exception circumstances, 
           CheckFree must credit Client's settlement account within a 
           specific number of days agreed upon between CheckFree and the 
           Client.

         Batch Online Next Day Settlement (Client initiates Settlement Credit)

           Client will transmit electronically User payment instructions to 
           CheckFree. CheckFree will provide Client with settlement amount 
           based on payments processed. Client must initiate an ACH credit or 
           wire to a CheckFree settlement account the next day for the amount 
           deemed by CheckFree sufficient to cover Client's Users' processed 
           payments.

     Batch Online Next Day Settlement (CheckFree initiates Settlement Debit)

           Client will transmit electronically User payment instructions to 
           CheckFree. CheckFree will provide Client with the settlement 
           amount based on payments processed. CheckFree must initiate an ACH 
           debit or wire to Client's settlement account the next day for the 
           amount deemed by CheckFree sufficient to cover Client's Users' 
           processed payments.

                  Batch File/Client initiates Settlement Credit

           For each remittance processing day, CheckFree agrees to transmit 
           an ACH format to the Client. The Client agrees to transmit back to 
           CheckFree, payments approved for processing. Client is required to 
           wire funds to a CheckFree settlement account, in an amount 
           sufficient to cover its Users' payments for the prior processing 
           day. The settlement amount will equal the net dollar amount 
           (debits less credits) of transactions processed the previous 
           business day as described in this Schedule. Client must also 
           provide CheckFree with a reconciliation file each day.

<PAGE>


                                   SCHEDULE B

                           CheckFree Service Standards

CheckFree will provide a monthly report to the Client which will include the 
tracking of data related to all of the Service Standards defined in this 
document.

A.   Telephone Bill Payment Voice Response Unit (VRU) Availability

The  ratio of hours the CheckFree VRU is able to accept payment instructions 
     (excluding regularly scheduled weekly maintenance) to the total number 
     of hours in a month shall not be less than 99% on a rolling three-month 
     basis.

B.   Systems Availability

The  ratio of hours the CheckFree bill payment and banking systems are able 
     to accept payment instructions and banking transactions (excluding 
     regularly scheduled weekly maintenance) to the total number of hours in 
     a month shall not be less than 99% on a rolling three-month basis.

C.   New Application Setup, New Touch Tone Payee Setup and User Account 
     Maintenance

CheckFree will complete 94% of all User applications, touch tone Payee adds, 
     and account maintenance within two business days of receipt on a rolling 
     three-month basis.

Note:    Only applicable when CheckFree is providing first-tier customer 
         service.

D.   Telephone Service Factor

The ratio of calls  answered to calls  offered by Users  during  hours of 
     coverage shall not be less than 95% on a rolling three-month basis.

Note:    Only applicable when CheckFree is providing first tier customer 
         service.

E.   Payment Inquiry Rate

The  ratio of inquiries requiring Payee contact initiated by Client and/or 
     Client's Users to the total number of payment transactions originated by 
     Client's Users shall not exceed 1.25% on a rolling three-month basis.

F.   Initial Resolution of Non-Urgent Payment Inquiries

CheckFree will reach an initial resolution on 95% of all "non-urgent" user 
     inquiries within three business days of receipt at CheckFree. Initial 
     resolution is defined as any of the following:

           1.   Determining whether any mechanical problems occurred at 
                CheckFree during remittance of the payment (i.e. ACH files 
                rejecting, checks not being sent, etc.).

           2.   Contacting the Payee to determine whether the payment has 
                been received and, if not, requesting that the Payee note the 
                User's account that the payment was initiated by the User and 
                that research is under way.

<PAGE>


            3.  Initiating research and actions as necessary by either 
                CheckFree or the Payee in order to have the payment posted to 
                the User's account.

           4.   Notifying either the Client or the User that the Payee has 
                been contacted and research is under way.

G.   Initial Resolution of Urgent Payment Inquiries

"Urgent" inquiries are defined as very late rent or mortgage payments, 
     payments to accounts that are pending immediate cancellation or shut 
     off, or inquiries requested by specified/authorized Client personnel to 
     CheckFree customer service supervisory personnel.

CheckFree will initiate 100% of all "urgent" Payee inquiries on the business 
     day of receipt, meaning the Payee will be contacted to review its 
     records.

H.   Final Resolution of Payment Inquiries

Resolving payment inquiries frequently requires that research be performed by 
     the Payee involved. CheckFree will always work with the Payee to resolve 
     the inquiry promptly. After initial resolution, all payment inquiries 
     will be entered into continuous five business day proactive follow up 
     until the payment posting problem is resolved. Proactive follow up will 
     consist of the following:

           1.   Providing the Payee with check copies, ACH or RPS transmittal 
                confirmations, etc., as necessary for the Payee to complete 
                their research and post the payment correctly.

           2.   Contacting the Payee every five business days until the 
                payment has posted correctly in order to monitor and 
                determine the status of the payment research.

           3.   Notifying either the Client or the User regarding the status 
                of the inquiry.

Note: In order to reduce the impact of potential statistical fluctuations 
that can occur when a user base is relatively small, the Payment Inquiry 
Rate, Telephone Service Factor and Average Speed of Answer service standards 
will not apply until the Client has more than 2,000 active Users. However, 
CheckFree will always seek to provide the same consistent level of service 
regardless of the number of Users.

<PAGE>


                                   SCHEDULE C

                     CheckFree Standard Operating Procedures

The following document outlines CheckFree's general operating procedures. 
CheckFree reserves the right to adjust or alter these operating procedures as 
necessary based upon the changing needs of our Clients and Clients' Users 
and/or changes in the bill payment, banking, and brokerage industries.

A)   Hours of Support

CheckFree Customer Care telephones are staffed twenty-four (24) hours per 
     day, seven (7) days per week, except for New Years Day, Easter Sunday, 
     Memorial Day, July 4th, Labor Day, Thanksgiving, and Christmas. 
     Technical Support telephones are staffed 8am - midnight, Monday - Friday 
     except for the holidays listed above. Technical support is available on 
     Saturdays and Sundays at an additional cost.

B)   Network Support

CheckFree's Client Technical Assistance Center ("CTAC") supports all network 
     and system technical issues. CTAC is staffed twenty-four (24) hours per 
     day, seven (7) days per week, except for the holidays listed above.

C)   File Retention Schedule

Austin Data Center:

The  following files will be retained by CheckFree: (1) all program 
     libraries; (2) all documented libraries; (2) all JCL libraries; (3) all 
     online master files; (4) all online transaction files; (5) month-to-date 
     batch files. The frequency of back up is as follows: (1) daily - all 
     files listed above; (2) month end files #1 through #4 listed above; (3) 
     year end - files #1 through #4 listed above. The retention cycle is as 
     follows: (1) daily files - seven (7) days; (2) month end files - one (1) 
     year; (3) year end files minimum of seven (7) years.

Columbus Data Center

The  frequency of back up is as follows: (1) daily - Server; (2) Partial 
     backups daily - Mainframe; (3) Weekly full back up - Tandem, Alpha, and 
     Mainframe; (4) Partial backups on Monday and Thursday - Tandem; (5) 
     Incremental backups on Saturday, Sunday, Monday, Tuesday, Wednesday and 
     Thursday - Alpha

The  retention  cycle is as follows: (1) 4MM (Server  backups) - eight (8) 
     days; (2) Tandem files - three hundred and sixty-five (365) days;

ALPHA incremental  backups - eight (8) days and full backups - fourteen  (14) 
     days;  (4)  Mainframe - fifteen (15) days; (5) P.C. backups thirty (30) 
     days.

All  full backups are placed in fireproof containers and stored an additional 
     three (3) months when returned from the warehouse.

All  file backup and retention for both locations is on industry standard 
     magnetic tape. All files listed above are stored off premises in an air 
     conditioned and fire protected bonded warehouse. Files are transferred 
     from the CheckFree Data Centers to the off premises

<PAGE>

     location by noon of the business day following backup; access to the off 
     premises location is restricted to authorized CheckFree employees.

D)   Time Zone

The  processing time and schedule will be dependent upon the time zone of the 
     heckFree Processing Center designated for the Client.

E)    Customer Care Escalations

If    the Client contacts a CheckFree Customer Care supervisor or manager to 
     escalate a User inquiry, a representative from the CheckFree Customer 
     Care Management Team will respond to the Client within twenty-four (24) 
     hours.

F)   Training/Quality Monitoring

CheckFree Customer Care associates are thoroughly trained in a classroom 
     setting for two weeks, which is followed by monitored one-on-one 
     training with an experienced associate in a "live" environment. New 
     Customer Care associates are closely monitored until they are deemed 
     sufficiently trained for unsupervised User contact. Regular and periodic 
     retraining is conducted to assure each associate maintains 
     state-of-the-art competency. In addition, associates are monitored on a 
     weekly basis by supervisors. Each associate must maintain a benchmark 
     percentage of quality and if unable to do so, is coached one-on-one.

G)   Account Changes

All  Account changes for Users wherein CheckFree is providing First-Tier 
     Customer Care must be sent to the Processing Center in writing (either 
     from the User or a Client representative) via U.S. Mail or fax. The 
     written request must contain the User's Service Account Number, User's 
     signature, and effective date of change. If the Account change is 
     received by the Client, the written request must contain the User's 
     Service Account Number, printed name and signature of the Client 
     representative along with his/her job title; and must be on Client 
     letterhead. Account changes include but are not limited to the 
     following: name, address, telephone numbers, Account number, and request 
     to inactivate or cancel the Service account.
     (See H for Personal Security Code Changes)

H)   Personal Security Code Changes

All  Personal Security Code changes for Users wherein CheckFree is providing 
     First-Tier Customer Care must be sent to the Processing Center in 
     writing from the User (only) via U.S. Mail or fax. The written request 
     must contain the User's Service Account Number, New Personal Security 
     Code, User's signature, and effective date of change.

I)   Users Accessing the Service Outside the U.S.

CheckFree Customer Care does not mail software, reference manuals, letters, 
     Customer Care letters or any product related materials outside of the 
     U.S. (APO, FPO, Guam, and the Virgin Islands are considered within the 
     U.S.)

J)   Identifying User over the Telephone

CheckFree Customer Care will only provide account information to the User. 
     For Client representatives, spouses, and relatives, CheckFree will only 
     verify information on the 

<PAGE>

     account such as the Service Account number, Account number, Payee 
     account number, and payment information.

K)   Security

CheckFree conducts comprehensive background checks on all associates that 
     includes but is not limited to police records, credit records, previous 
     job records and references.

L)   Security Access Limits on CheckFree System

CheckFree associates are assigned individual security access to the CheckFree 
     on line Customer Care system. Access to specific security fields such as 
     the User's PIN, Account number, Routing Transit number, and account 
     number with Payees requires the associate to perform an additional 
     function on the system to view this information. This additional 
     function creates an audit stamp each time this information is viewed, 
     which allows CheckFree to track this access. Update access to these 
     fields is restricted to Customer Care management and a group of 
     associates specifically trained in the area of Account Maintenance.

M)   Report Package Not Related to Service Standards

CheckFree will provide a monthly report to the Client based upon the 
     User-Interface Devices being used by the Client's Users which will 
     include specific data/statistics not related to the Service Standards 
     defined in this document. These standard statistical reports will 
     include the following:

             1. User Reports:

             a. Daily Touch Tone Call Statistics Report - Number of daily 
                calls placed to the telephone bill payment demo and 
                production VRU lines.

             b. Daily PC Call Statistics Reports - Number of daily calls 
                placed to Customer Care from PC users. c. Daily E-Mail 
                Statistics - Number of E-mails received each day. d Daily 
                Status Activity Report - Number of User enrollments and 
                cancellations by day, week, and month.

             e. Daily Usage Report - Calculates cumulative percentage of 
                payments processed. f. Reason Code Report - Reasons Users 
                called Customer Care.

             2. Operation Reports:

             a. VRU Call Volume - Defines peak hour on the system (includes 
                six (6) month summary).

             3. Reconciliation Reports: a. Summary - Total fees collected. 

             b. Actual Charges - Daily fees collected. c. Suppressed Charges 
                - Daily fees waived.

             d.  Other Charges - Fees collected for miscellaneous services. 

             e. Free Users - Users receiving free pricing. f Inactive Users 
                - Users in inactive status.

             g. Excess Fee - If applicable, fees collected for excess 
                transactions (fees over the base number of transactions 
                allowed).

<PAGE>

             h. Transaction Report - Fees billed to financial institution for 
                banking transactions processed. i. Refunds Processed - Fees 
                refunded to the User.

             j. Added Users - List of Users added during the month.

             k. Deleted Users - List of Users deleted (canceled service) 
                during the month.

<PAGE>

                                   SCHEDULE D

                         CheckFree Standard Bill Payment

                              Operating Procedures

The following document outlines CheckFree's standard electronic bill payment 
operating procedures. CheckFree reserves the right to adjust or alter these 
operating procedures as necessary based upon the changing needs of our 
Clients and Clients' Users and/or changes in the bill payment industry.

A.   Acceptance of Payment Inquiries

CheckFree will accept User payment inquiries as early as five (5) business 
     days after the scheduled payment date in a Due Date Processing 
     environment and ten (10) business days in a Direct Debit Processing 
     environment.

B.   Late Fees

CheckFree has confidence in the reliability of its processing capabilities, 
     the extent of its Payee database, its large volume of payments, and the 
     extent to which it has become a significant originator of Payee 
     payments. Provided that the payment resulting in such a fee was 
     scheduled in accordance with the approved product literature, CheckFree 
     will cover any Payee imposed late fees up to $50.00 per payment which 
     have been incurred by any User and which a Payee will not waive or 
     reverse.

This commitment does not apply to prohibited payment types such as payments 
     to settle securities purchases, payments to interest bearing accounts, 
     tax payments and court ordered payments, or payments scheduled in the 
     grace period.

C.    Stop and Reissues

To expedite the resolution of payment inquiries involving check payments that 
     have not been cashed by the Payee and are believed to be lost in the 
     mail, CheckFree will place a stop payment on the original remittance and 
     issue a replacement remittance as follows:

         CheckFree Corporate Single Checks

         Due Date Processing: beginning ten (10) business days after the 
            User's scheduled payment due date.

         Process Date Processing:  beginning  fifteen (15) business days 
            after the User's scheduled payment process date.

         CheckFree Corporate Consolidated Checks

         Due Date Processing: beginning thirty-one (31) calendar days after 
            the User's scheduled payment.

         Process Date  Processing:  beginning  thirty-five  (35) calendar 
            days after the User's  scheduled  payment process date (i.e. 
            after the payment is at least one (1) month late to the Payee). 

<PAGE>

         Laser Checks

         Due Date Processing: beginning ten (10) business days after the 
            User's scheduled payment due date .

         Process Date Processing:  beginning  fifteen (15) business days 
            after the User's scheduled payment process date.

         Note:    Laser Checks are drawn directly from the User's account, 
                  similar to a User's personal check. Therefore, these 
                  procedures only apply to those financial institutions who 
                  cooperate in placing the stop payment on the laser check.

D.   Outstanding Corporate Checks

CheckFree periodically reviews the clearing of all corporate checks. Funds 
     resulting from any uncashed corporate checks are electronically credited 
     back to the User.

E.   Global Payee Address Changes

CheckFree reserves the right to make global Payee address changes which will 
     change Payee addresses on User Accounts. Global address changes may be 
     made for either of, but not limited to, the following reasons: if the 
     Payee requests a specific payment exception address or if the Payee 
     changes the payment processing address.

F. Operator Assisted Payment Instructions

CheckFree Customer Care will not manually enter payment instructions on the 
     CheckFree System on behalf of the User, nor will CheckFree Customer Care 
     enter payment instructions on the User's behalf on any of the 
     User-Interface products.

<PAGE>


                                   SCHEDULE E
           ATLANTA INTERNET BANK PRICING FOR TOUCH TONE AND EDIFY BILL
                                     PAYMENT




                                                         

Implementation Fee                                          $_____ (waived)
Fee to move Frame Relay Connection                          $_____
Customer Service Training                                   $_____ (in Columbus)
(These fees are payable upon contract signing)              $_____ (in Atlanta)

Monthly Minimum (Begins upon contract signing.
                  Months 1-6                       $_____
                         7-60                      increasing at $___ per month

User Fees For Edify Bill Payments                  $____ per month
Due date/non-guaranteed funds
(This fee applies to all enabled users             (includes 10 payments, of
regardless usage during a particular               additional payments $___)
month)

Process date/guaranteed funds environment          $___ per month
                                                   (additional payments $____)

Telecommunications                                 $____ per month
(Per Frame Relay connection, TCP/IP protocol,
includes routers, DSU's, 7x24 monitoring,
telecom, encryption key maintenance, etc.

TT/VRU access through 1-800#                       $____/minute

User Guides and Fulfillment for Touch Tone
         CheckFree fulfills                       $_____
         CheckFree prints and fulfills            $_____


Miscellaneous Fees

ROLA User Ids:                      $___ / User ID / month (i.e.: $___/FI Rep
                                    using ROLA / mo.).

NSF - EFT / ISO Debit off-line:                   $_____ each
NSF - EFT / ISO Debit on-line, in session:        $_____ each
NSF - ACH Debit                                   $_____ each



<PAGE>





                                 
Stop and Reissue:                   $_____ each (requested outside of normal Stop &
                                    Reissue guidelines).

Overnight Delivery:                         $_____ each (requested by user or FI).
Touch Tone Merchant Lists:                  $_____ / list (FI selects frequency).
Touch Tone Monthly Statements:              $_____ / statement (optional - FI determines).

Supplemental Training
(Above and beyond standard training included in implementation fee)

         On-site at FI (per trainer):                $_____ first day; $_____ each additional day.
                                                     (includes travel & living expenses)

         At CheckFree (per trainer):                 $_____ first day; $_____ ea. additional
                                                     day (space permitting)

CheckFree Resource Time
(For special requests made by FIs, including providing estimates, queries,
custom development, conversions, etc)

         Customer Service Rep:                                $_____ / hour
         (data entry, customer service, research, etc)

         Non-Systems Professionals:                           $_____ / hour
         (Account Managers, Implementations Managers, Product 
          Management, Customer Service Managers, etc.)

         Systems Professionals:                               $_____ / hour
         (developers, architects, systems analysis, 
         programming, etc.)

         Computer Time:                                       $_____ / hour
         Additional UI Branding / Customization:
         (as supported by individual UIs)                     $_____ / hr or $_____ / day





<PAGE>


                                   SCHEDULE F

                     Description of CheckFree User Interface

                        BankStreet Touch Tone (Columbus)

BankStreet Touch Tone (Columbus) user interface is available on a Conversant VRU
which offers bill payment features.

A.     DEFINITIONS

"Service" is defined as CheckFree's bill payment service as further described 
in Schedule C that the financial institution (Client) offers to its customers 
(Users).

"Client" is defined as the financial institution and/or third party that 
provides the Service to its customer base.

"User" is defined as a customer of the financial institution that will access 
the Service provided by CheckFree.

"Account" is defined as the demand deposit (DDA) account(s) that a User 
designates as the account(s) from which Service transactions are made.

"System" is defined as the software, data base, voice response unit, and 
other production and delivery equipment comprising the Service provided by 
CheckFree.

"Payee" is defined as an individual or business that Users selects in advance 
to receive payments through the Service.

"User-Interface Device" is defined as the product the User uses to access the 
Service.

B.     BANKSTREET TOUCH TONE (COLUMBUS)

       1.  Touch Tone Demo

           CheckFree will provide a touch tone bill payment demo script which 
           allows the User to hear a demonstration of a typical bill payment 
           session. The User is prompted to enter a payee date and amount. 
           The *0 command can transfer the prospective User to a sales 
           department (either to CheckFree or the Client).

       2.  Bill Payment Features

           a.   Payment Scheduling

           Users can pay anyone, from anywhere in the U.S., twenty-four (24) 
           hours a day, seven (7) days a week. Users can also schedule 
           payments up to one (1) year in advance.

<PAGE>

           b.   Debiting the User

           Funds for payments are deducted from an Account on the day 
           specified by the User.

           c.   Speech recognition

           The BankStreet Touch Tone allows the User to voice the commands 
           rather than use the touch tone key pad

           d.   QuickStart Program

           CheckFree provides a QuickStart guide for the BankStreet Touch 
           Tone User to walk the User through the easy steps to access the 
           Service and begin paying bills.

           e.   Bill Payment Types

           BankStreet Touch Tone permits Users to initiate and authorize 
           payments from their Accounts to Payees who Users have selected in 
           advance to receive payments by means of the Service. Users will 
           have the option of setting up Payees as one of two bill payment 
           types: (1) Recurring Payments are of a fixed amount that are paid 
           on a regular time interval, such as monthly (i.e. rent, mortgage, 
           etc.). Once a Recurring Payment is set up by the User, CheckFree 
           will automatically execute bill payments according to User 
           instructions until the User cancels or changes those instructions; 
           (2) Variable Payments vary in amount and/or date (i.e. utility, 
           credit card, etc.). Once a Variable Payment is set up by the User, 
           CheckFree will execute the bill payment instructions according to 
           User instructions for each individual payment.

           f.   Additional Payment Scheduling

           The Touch Tone Conversant system allows the User to schedule a 
           Variable Payment to a Payee who is already set up as recurring.

           g.   Payee List

           BankStreet Touch Tone allows the User to hear a list of all active 
           Payees along with their respective Payee number.

           h.   Payee List Request

           BankStreet Touch Tone allows the User to request a paper Payee 
           list in a bill payment session.

           i.   Automated Payee Add

           BankStreet Touch Tone allows the User to add or delete Payees 
           electronically during a bill pay session. (When adding Payees, the 
           Columbus Conversant System contains a list of over 400 common 
           Payees for the User to choose from.)

           Users can schedule Recurring Payments to a Payee in the same bill 
           pay session during which the Payee is added.

           j.   Automated Payee Credit Card Add

           BankStreet Touch Tone allows the User to add MasterCard and Visa 
           Payees with even more convenience by only requiring the User to 
           enter its account number with the 

<PAGE>

           Payee.

           k.   Express Bill Pay

           BankStreet Touch Tone provides a simplified bill payment script 
           separate from the main script. This express system allows the User 
           to schedule Variable Payments only.

           l.   Payee History

           BankStreet Touch Tone allows the User to hear the last payment 
           sent and the last payment approved for selected payees.

           m.   Monthly Statement

           CheckFree provides an optional itemized monthly bill pay 
           statement. Budgetary charts are also included to help Users 
           monitor and categorize expenses.

           n.   Customer Service

           BankStreet Touch Tone provides quick, easy access to customer 
           service throughout the bill payment system.

       3.  VRU

           CheckFree will provide a Conversant VRU. Customized greetings 
           using the Client's name can be set up in the CheckFree VRU.

           The Client has the option of a flash hook from its VRU to the 
           CheckFree VRU. In this instance, the User dials the Client's VRU 
           number and selects a bill pay option set up by the Client; the 
           Client's VRU then dials the CheckFree VRU and the customer begins 
           the bill pay session.

           CheckFree provides an 800 number for the Client's Users to access 
           the VRU.

       4.  Obligations of Client

           a.   Product and Service Branding

           Client agrees to: (1) provide CheckFree with all custom components 
           for BankStreet Touch Tone; and (2) provide CheckFree with custom 
           letterhead and signatures.

<PAGE>


Level 2 is defined as Client providing full support for bill payment 
processing. CheckFree provides Remote On Line Access (ROLA) to Clients who 
select to provide full support for bill payment processing.

A.       DEFINITIONS

"Service" is defined as CheckFree's bill payment service as further described 
in Schedule A that the financial institution (Client) offers to their 
customers (Users).

"Client" is defined as the financial institution and/or third party that 
provides the Service to their customer base.

"Client Representative" is defined as the financial institution's employed 
personnel who will access CheckFree's ROLA.

"User" is defined as a customer of the financial institution that will access 
the Service provided by CheckFree.

"Account" is defined as the demand deposit (DDA) account(s) that a User 
designates as the account(s) from which bill payment transactions are made.

"System" is defined as the software, data base, voice response unit, and 
other production and delivery equipment comprising the Service provided by 
CheckFree.

"ROLA" or "ROLA System" is defined as CheckFree's account tracking system 
that contains bill payment User data.

"Payee" is defined as individuals or businesses that Users select in advance 
to receive payments through the bill payment service.

"First Tier" is defined as customer support responsibilities which include 
but are not limited to (1) adding User to ROLA system; (2) answering incoming 
calls and incoming e-mail from Users; (3) opening payment inquiries on ROLA; 
(4) research requests on ROLA.

"User-Interface Device" is defined as the product the User uses to access the 
Service.

B.       CUSTOMER SERVICE

         1.   General

         Client will provide support directly to the Client's Users. This 
         includes, but is not limited to, incoming telephone calls, written 
         correspondence, and PC software technical support. CheckFree will 
         provide back-end support to Client for all bill payment inquiries 
         and network support.

<PAGE>

         2.   Obligations of CheckFree

              a.  Bill Payment Inquiries

              CheckFree will research all bill payment inquiries received 
              from Client through ROLA. This research will include but may 
              not be limited to the following: (1) contacting the payee by 
              telephone on behalf of the User; (2) forwarding check copies to 
              payee on behalf of User; (3) forwarding electronic transmission 
              to payee on behalf of User; and (4) researching User's 
              transmittal reports to the Processing Center. All research 
              results will be sent to Client via ROLA.

              b.  E-Mail

              CheckFree will receive and respond to incoming e-mail from 
              Users. Incoming e-mail also includes e-mails from Users 
              requesting technical support for any of CheckFree's 
              User-Interface Devices

              c.  Network Support

              CheckFree will provide all network/technology support to 
              Client. CTAC monitors hardware, software, middleware, 
              networking, telephony and mainframe applications. This help 
              desk operates 24x7 and is available for the Client to report 
              technical problems such as not being able to access ROLA, 
              reports from customers not being able to access the VRU, etc.

     3.  Obligations of Client

         a.   ROLA

         Client will use CheckFree's ROLA as defined in Schedule E to provide 
         customer service.

         b.   User Enrollment

         Client will add Users via ROLA to the CheckFree system after 
         receiving enrollment forms from Users.

         c.   Incoming Calls

         Client will answer all incoming calls from Client's Users. Incoming 
         calls may include but not be limited to the following: (1) payment 
         cancellations; (2) User-Interface device instructions; (3) bill 
         payment inquiry; (4) technical support for User-Interface devices; 
         (5) account changes; and (6) payee information changes.

         d.   Inquiry Tracking

         Client agrees to log all incoming calls from Users.

         e.   Bill Payment Inquiries

         Client will forward via ROLA all bill payment inquiries received 
         from Users which require payee contact or research to resolve. 
         Client understands all payee contact is CheckFree's responsibility 
         and Client agrees not to contact payees at any time on behalf of 
         Users.

<PAGE>

C.       ROLA

     1.  General

         CheckFree's ROLA is an account tracking system which allows the 
         client to perform virtually every type of customer support for a 
         User of CheckFree's bill payment processing service.

     2.  Obligations of CheckFree

              a.  System Availability

              CheckFree will make every reasonable effort to provide access 
              to ROLA 24 hours a day, 365 days a year, outside of regularly 
              scheduled maintenance and processing download times.

              b.  Network Access

              CheckFree provides total dial up access to Client. Networking 
              is owned and implemented by CheckFree.

              c.  Implementation

              CheckFree will to implement ROLA approximately 60 days after 
              Client completes the ROLA form accurately.

              d.  Training

              CheckFree will provide full customer service and ROLA training 
              to the Client. This training will be designed as a "train the 
              trainer" session. This training includes but is not limited to 
              (1) ROLA system; (2) bill payment processing; (3) customer 
              service procedures. The location of training will be agreed 
              upon between CheckFree and the Client.

              e.  Upgrades

              CheckFree will provide all upgrades to ROLA system 
              automatically to Client.

              f.  Security Access

              CheckFree provides ROLA security access form to Client on line. 
              CheckFree processes all requests and provides Client with User 
              IDs. Client's Representatives will choose individual password 
              when signing on to ROLA. CheckFree ROLA system will require 
              Client's Representatives to change the passwords each month. 
              CheckFree reserves the right to change or alter security 
              procedures established for ROLA.

              g.  Secured Data

              User Personal Security Codes, account number with Payees, and 
              if applicable, banking information are not readily available to 
              view on line. CheckFree will require Client's Representative to 
              perform an additional function on line to view this 
              information. This additional function creates an audit stamp 
              each time this

<PAGE>

              information is viewed, which allows CheckFree to track this 
              access. This additional function may be restricted by 
              individual Client Representative.

              h.  Technical and Network Support

              CheckFree's Client Technical Assistance Center ("CTAC") 
              supports all network and system technical issues. CTAC is 
              staffed 24 hours per day, 7 days per week, except for New Years 
              Day, Easter Sunday, Memorial Day, July 4th, Labor Day, 
              Thanksgiving, and Christmas.

              i.  Viewing User Data

              CheckFree ROLA will provide Client the following information 
              that can be viewed on line:

                  1. User Information which includes User name, address, 
                  telephone number, Source Code, Price Code, Service Account 
                  Number, Personal Security Code, and if applicable, User's 
                  banking information and software version.

                  2. User Payee List which includes all payees added by the 
                  User and/or Client. Payee files will contain payee name, 
                  address, telephone number, User account number, schedule 
                  payment date and amount.

                  3. User Payment History which includes payee name, payment 
                  date, payment amount, and payment method used by CheckFree.

                  4. User Inquires which include User calls and User e-mails, 
                  tracked by Client and/or CheckFree.

              j.  Updating User Data

              CheckFree ROLA will provide Client the following information 
              that can be updated on line:

              1.   User Payee information can be added, deleted and changed.

              2.   User Information can be added changed, deleted and changes.

              3.   User Pending Payments (payments not yet processed by
                   CheckFree) can be scheduled, changed or canceled.

              4.   Log and track all User inquiries.

              5.   Send User inquires on line to CheckFree customer support.

     3.  Obligations of Client

         a.   General

         Client agrees to comply with applicable laws, rules, and regulations 
         governing electronic 

<PAGE>

         funds transfers, including providing regulatory notices and 
         disclosures to Users and complying with error resolution procedures 
         required by law.

         b.    Equipment Access

         Client agrees to provide Client Representative with PC containing 
         3270 software and or 3270 terminal.

         c.   Security Access

         Client agrees to establish and monitor internal procedures which 
         limit one User ID to one Client Representative. User IDs and 
         passwords are not to be shared.

         d.   ROLA Operating and Security Procedures

         Client agrees to comply with CheckFree's standard operating rules 
         and security procedures.