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Electronic Banking Service Contract - Online System Services Inc. and Rockwell Federal Credit Union

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                          Online System Services, Inc.
                           Electronic Banking Service

This Contract ("Contract") made and entered into on the 28th day of May, 1997 by
and between Online System Services, Inc. ("OSS") having offices located at 1800
Glenarm Place, Denver, Colorado 80202 and Rockwell Federal Credit Union
("Client) located at ______________________________________ is as follows:

1.   Scope of the Contract

     OSS agrees to set-up ("Set-up") an electronic banking system per the
     description in paragraph 3.1 and to provide Client with electronic banking
     services ("Services") as described in paragraph 3.2 and Schedule A
     (attached).  This contract is for all Phase I Services only, as defined in
     Schedule A.  Phase II and Phase III services are referenced in Schedule A
     of this agreement as services which will be made available to the Client by
     OSS in calendar Q1 1998 and Q3 1998 respectively.  Phase II and Phase III
     services are not included in the pricing of this contract and will be
     purchased under a separate agreement between OSS and Client.

2.   Relationship of the Parties

     2.1  OSS will purchase certain software modules as defined in paragraph 3.1
          from Edify Corporation ("Edify").  Additionally, OSS will contract
          with Edify for certain professional services during the Set-up of the
          electronic banking system.  Set-up will include integrating an
          electronic commerce system which is being sold to Client by Checkfree
          Corporation ("Checkfree") under a separate agreement with Client

     2.2  Upon completion of Set-up (paragraph 3.1.6) OSS will be responsible to
          provide the Services described in paragraph 3.2.  All services related
          to the Checkfree electronic commerce system will be provided by
          Checkfree under a separate agreement with the Client.  Services in
          Schedule A which are denoted by "Checkfree" in the column labeled
          "Implementation Phase" are included for reference only.

3.   Statement of Work

     OSS shall set up an electronic banking system for Rockwell Federal Credit
     Union ("RFCU") and use it to provide ongoing electronic banking services to
     RFCU and its members.

     3.1  Setup

          OSS shall establish an electronic banking system to provide the
          ongoing electronic banking services to RFCU that are specified in
          Schedule A, "Technical Specifications" as Phase 1 items.  (Items
          designated part 2 of Phase I are not needed for commencement of
          service - they can be implemented after service is underway.)
          Specifically, OSS shall provide or acquire and shall assemble,
          configure and integrate the facilities, hardware, software,
          telecommunications lines and other components for the required RFCU
          electronic banking system.  OSS shall also work with RFCU to integrate
          the electronic banking system with RFCU's Re:Member Data Services
          back-end computer system, and with CheckFree to integrate with the
          CheckFree bill payment system and service being procured separately by

          3.1.1  Edify Electronic Banking System

               OSS shall utilize Edify Electronic Banking System (EBS) software
               as the basis for RFCU's electronic banking services.  This
               software will include the Electronic Workforce core underlying
               software layer, and the Home Banking, Personal Profile, 
               Message Center and Bill Payment EBS Modules. The capability to
               integrate with CheckFree for bill payment is also provided. OSS
               shall acquire the required EBS software from Edify and, with
               support from Edify as a subcontractor, shall configure the
               software to meet the RFCU-specific needs described in Schedule A,
               including integration with Re:Member and with CheckFree.

               OSS shall work with RFCU personnel to define and implement the
               interface between.  EBS and Re:Member, and with CheckFree
               personnel to implement the interface between EBS and CheckFree.
               It is expected tat RFCU will provide the appropriate permissions
               and authorizations as well as access to its relevant facilities,
               systems and personnel, will perform any needed configuration,
               modification or set up of existing RFCU systems, and will provide
               needed space or other facilities or equipment (e.g., AC power),
               in order to support implementation of the RFCU end of the
               interface to the electronic banking system.  It is expected that
               CheckFree will be fully responsible for implementing its end of
               the interface to the electronic banking system.

        3.1.2  Network and System Operation Center

               OSS shall provide a Compaq Proliant 2500, 6/200 system running
               OS/2 Warp as part of its Network and System Operation Center
               (NSOC) at its facilities in Denver.  This server will have a 2 GB
               Wanglek Tape Backup system and will be running Edify's Electronic
               Banking System software (EBS).  The NSOC will have five (5)
               modems available to RFCU customers for direct dial in access to
               the RFCU on-line banking system.  Direct point to point
               connectivity between OSS and RFCU will allow the Edify system to
               directly talk to RFCU's banking back-end service.  An interface
               with the 56Kbps frame relay connection from CheckFree will
               support the EBS-CheckFree interface.  Redundant T-l connections
               to the Internet through two different carriers will ensure
               continuous Internet access.  The NSOC has complete redundancy
               within its environment, this includes multiple redundant web
               servers, routers, Raid 5 systems, Hubs, Backup Domain controllers
               and SQL servers.

        3.1.3  Backup System

               OSS shall provide backup or redundant server equipment to be used
               on behalf of RFCU and housed in an off-site Denver area location
               as a redundant Backup Site:  Compaq 1500R Web server, Compaq
               Proliant 2500, 6/200 system running OS/2 Warp.  This System will
               have "hot", direct Internet connectivity, a 2 GB Wanglek Tape
               Backup system and will be redundant to the system that houses
               RFCU's main interface.  "Hot" backup direct point to point
               connection to RFCU and a "hot" interface with a backup frame
               relay connection from CheckFree will be provided for within this
               Backup Site.  Three Backup modems will be immediately available
               for RFCU members should the Backup site need to be made available
               for use.  Daily tape backups will be available to restore the
               RFCU system within 6 hours should the OSS facility fail.

        3.1.4  Help Desk

               OSS shall provide a service bureau Help Desk to handle all
               customer inquiries regarding system operation.  Sign-up and
               password protection are also to be provided by the Help Desk.
               OSS shall work with RFCU personnel to define and implement the
               interface of the Help Desk with the RFCU Customer Service and IVR
               systems, and with CheckFree personnel to define and implement the
               interface of the Help Desk with CheckFree's Customer Service and
               its Bill Pay D/R as required.  It is expected that RFCU and
               CheckFree will be each be responsible for any modifications to
               their telephone, Customer Service or D/R systems needed to
               implement the interface with the Help Desk.

        3.1.5  Telecommunications Links

               OSS shall provide T1 connections to the Internet and 56 Kbps
               point-to-point lines for direct connectivity to RFCU, for both
               the NSOC and Backup Sites as described above.  OSS shall provide
               RFCU with the required routers and CSU/DSUs for the RFCU end of
               the point-to-point connection (as well as for the OSS end).  OSS
               shall also arrange for establishment of an 800 line connecting
               the RFCU customer service center with the OSS Help Desk center.

               It is understood that CheckFree will provide the 56 Kbps frame
               relay lines for direct connectivity between CheckFree and the
               NSOC and the Backup Site, as well as any router or (35U/DSU
               required at the OSS end of the connections.  OSS will coordinate
               with CheckFree for interface of its Customer Service and Bill Pay
               IVR centers with the OSS Help Desk Center.  It is understood that
               CheckFree is to arrange for these lines.  OSS will coordinate the
               interface with CheckFree.

        3.1.6  Completion of Set Up

               OSS intends to have the set up activities sufficiently complete
               and the system ready for a Pilot Test by September 1, 1997.  A
               Pilot Test Period will be 30 days, unless RFCU and OSS mutually
               agree to a shorter period.  It is the mutual intent of the
               parties to have full member service commence on or about October
               13, 1997.  For the Pilot Test, OSS will coordinate with RFCU
               personnel to exercise the system, in order to demonstrate the
               effective working of the appropriate functions and features
               specified in Schedule A.  It is expected that RFCU will support
               this test by setting up appropriate "dummy" accounts or other
               test databases, establishing a group of nominally 50 RFCU
               employees to exercise the system using their own accounts, making
               access available to appropriate systems for test purposes,
               contributing to establishing the test plan and procedures, and
               participating in and monitoring the test.

               OSS and RFCU will jointly conduct the test, making note of any
               deficiencies discovered with respect to the functions and
               features of Schedule A.  It is intended that OSS will be alerted
               immediately as to any such deficiencies discovered, and that OSS
               will promptly work to remedy them, so as to allow appropriate re-
               testing during the Pilot Test period.  Before or at the
               conclusion of the Pilot Test Period, RFCU will indicate
               acceptance, conditional acceptance or rejection of test results.
               if no specific response is given within 5 days of the conclusion
               of the Pilot Test Period, the test results will be considered to
               have been accepted.  if any deficiencies are outstanding at the
               conclusion of the Pilot Test Period, OSS will remedy them within
               12 days in order to meet the specifications of Schedule A and to
               achieved acceptance.

               Upon acceptance of the Pilot Test results, the system will be
               considered ready to "go live" and online electronic banking
               service will then be available to RFCU members.

   3.2  Ongoing Electronic Banking Services

        OSS shall provide ongoing electronic banking services to RFCU as
        specified in Schedule A, "Technical Specifications."

        3.2.1  Electronic Banking Service

               OSS shall utilize the system as set up per section 3.1 above to
               provide on-line banking services to RFCU members, and associated
               management services to RFCU staff.

        3.2.2  Bill Payment Service

               For bill payment services, OSS shall provide the user interface
               to CheckFree, which will provide bill payment services under a
               separate agreement with RFCU.

        3.2.3  Help Desk Service

               OSS shall provide a Help Desk for telephone-based customer
               service to RFCU members, for online banking (including interface
               to CheckFree bill payment) and related technical calls.  The Help
               Desk staff at OSS will also assign all passwords and PIN numbers,
               distribute sign-up material and sign up all members onto the RFCU
               system.  Members may contact OSS via e-mail, by postcards
               available in RFCU lobbies, optionally by direct dial, and by
               RFCU's PBX system.  All user D's and passwords will be logged by
               OSS and usage and call tracking reports made available to RFCU

               OSS will staff its help desk between 6:00 am and 12:00 midnight
               Pacific Time to handle all member and staff inquiries about the
               online banking system operations.  Calls from members will be
               routed through RFCU's PBX telephone system, calls about account
               information will be handled by RFCU staff.  Calls regarding
               operation and usage of the online banking and bill payment system
               will be handled by OSS help desk staff, or transferred directly
               to CheckFree's help desk staff RFCU members will be unaware of
               any transfers being made.  A direct dial 800 number to OSS's help
               desk will also be provided, along with e-mail access.

        3.2.4  Marketing Support

               OSS shall provide support to RFCU for marketing of the online
               electronic banking service per section III.A, Marketing Services,
               of Schedule A.

        3.2.5  Training

               OSS shall provide training support for the electronic banking
               system.  A series of two one-day training sessions will be
               conducted by OSS personnel at the main RFCU office once the
               system is set up.  Designated RFCU staff, not to exceed twenty
               (20) trainees, will be trained on all the system's capabilities
               by OSS, with support from Edify, and OSS will coordinate with
               CheckFree so that CheckFree can include bill payment training as
               well if appropriate.

4. Fees and Payment Terms

   4.1  Set-up Fee

        Client agrees to pay a Set-up Fee in the amount specified in Schedule B
        due upon the execution of this Contract.

   4.2  Monthly Service Fees

        Client agrees to pay to OSS monthly, within 30 days of receipt of
        invoice, the amounts as set forth in the section titled "Monthly Service
        Fees" in Schedule B. Invoices will include applicable sales taxes, if

   4.3  OSS agrees that, on the one (1) year anniversary of the commencement of
        Services, Client may elect t provide it's own Help Desk services
        provided Client has notified OSS in writing at least sixty (60) days
        prior to the one (1) year anniversary date. Upon receipt of such
        notification, 058 and Client agree to negotiate, in good faith, a
        mutually agreed upon reduction in Monthly Service Fees which is
        commensurate with the reduction in OSS provided Help Desk services. The

        reduction in fees will become effective sixty (60) days after either the
        one (1) year anniversary date or the date of a written fee reduction
        agreement signed by both parties, whichever is later.

   4.4  Invoices for Services shall be due and payable thirty (30) days after
        receipt of the invoice. If Client fails to pay such amounts when due,
        OSS may, at it's option and after giving at least ten (10) days prior
        written notice, discontinue furnishing the Services until all past due
        amounts are paid in full.

5. Term of Contract

   5.1  This Contract shall be effective as of __________________ and shall
        remain in force for thirty six (36) months ("Initial Term") from the
        Completion of Set-up as defined in paragraph 3.1.6. The Contract shall
        automatically renew and extend for successive one (1) year terms
        commencing at the conclusion of the Initial Term unless contrary notice
        in writing is given by Client or OSS at least ninety (90) days prior to
        termination of the then current term.

   5.2  One (1) year from Completion of Set-up (paragraph 3.1.6), Client may, at
        it's option, terminate this Contract if certain performance criteria, as
        specified in Schedule C, have not been met by OSS. Client shall notify
        OSS in writing, at least ninety (90) days prior to termination, of the
        areas of non compliance to the criteria in Schedule C and OSS shall have
        forty (45) days to cure such non compliance. If OSS is unable to cure,
        the Client may, at it's option, proceed with termination.

6. Trade Secrets and Confidentiality.

   Client acknowledges 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
   085 or third parties used in connection with or in any way relating to the
   System or Services ("Products") are the exclusive and confidential property
   of OSS or parties from whom OSS has secured such Products. Client, its
   subsidiary or affiliated corporations, consultants or contractors 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 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 Contract for any reason, Client shall return to OSS any
   and all Products in its possession or under its control and shall cease using
   them in any way.

   6.1  OSS shall treat as confidential and shall not disclose or otherwise make
        available the personal account information or other data received by OSS
        from Client ("Client's Data") or Users ("Users' Data") to any person,
        other than employees, agents, contractors or affiliates of OSS or
        Client. OSS shall instruct such employees, agents, affiliates and
        contractors to keep the same confidential by using the same care and
        discretion that OSS uses with respect to its own confidential
        information. OSS shall not release Client's Data to any party without
        written permission from Client.

7. Reliance on Information Provided.

   OSS shall rely on the accuracy of all information provided to OSS by Client.
   Client shall promptly inform OSS of any such incorrect data or information,
   bear the cost of correction and pay any damages arising therefrom.

8. Warranty and Limitation of Liability.

   8.1  OSS warrants that it will exercise reasonable care in the performance of
        its obligations under this Contract. OSS 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 

         OSS to perform its obligations hereunder, or from any failure of OSS to
         perform any obligations imposed by law, the parties agree that OSS's
         liability hereunder, if any, shall be limited to liquidated damages in
         the amount of the Fees paid by Client to OSS for the two 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 Contract.


         OSS shall not 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,
         alter the date of this Contract, any law, regulation, or ordinance,
         whether federal, state, or local, becomes effective that substantially
         alters the ability of OSS to perform services hereunder, OSS shall have
         the right to terminate this Contract upon thirty (30) days written
         notice to Client

9.  Indemnification.

    OSS agrees to indemnify Client, its officers, directors, agents 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 the breach of any obligation, responsibility, warranty, or
    representation made by OSS herein. Client agrees to indemnify OSS, 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 OSS related to the operation, promotion, or use of the
    Services pursuant to this Contract.

10. Default; Remedies Upon Default.

    10.1 Should Client (i) default in the payment of any sum of money hereunder,
         (ii) default in the performance of any of its other obligations under
         this Contract, (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, OSS,
         at its option, may, upon at least ten (10) days advance written notice
         thereof, terminate this Contract and declare all amounts immediately
         due and payable. The remedies contained in this paragraph 10.1 are
         cumulative and are in addition to all other rights and remedies
         available to OSS under this Contract or at law or in equity.
         Conversely, should OSS fall into any of the above situations, the same
         remedies will apply on behalf of Client, at their option.

    10.2 In the event either party defaults in the performance of this Contract,
         the other, not in default, shall have such remedies, including
         cancellation of this Contract, as may be appropriate at law or in
         equity; provided, however, that no legal action shall be brought by.
         either party unless the other shall have been given at least forty-five
         (45) days notice in writing specifying the alleged breach thereof and
         if during said time such breach is cured or remedied no such action
         shall exist

11.  General

     11.1  Client acknowledges that it has not been induced to enter into this
           Agreement by any representation or warranty not set forth in this
           Agreement. This Agreement contains the entire agreement of the
           parties with respect to its subject matter and supersedes all
           existing agreements and all other oral, written or other
           communications between them concerning its subject matter. This
           Agreement shall not be modified in any way unless it is in written
           form and signed by both parties.

     11.2  This Contract shall be binding upon and shall inure to the benefit of
           OSS and Client and their respective successors and permitted assigns.

     11.3  If any provision of this Contract (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.

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

     11.5  The individuals executing this Contract on behalf of OSS and Client
           do each hereby represent and warrant that they are duly authorized by
           all necessary action to execute this Contract on behalf of their
           respective principals.

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

12.  Arbitration.

     12.1  Any controversy or claim between or among the parties hereto
           including but not limited to those arising out of or relating to this
           Contract 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 Colorado). Judgment upon any
           arbitration award maybe entered in any court having jurisdiction. Any
           party to this Contract may bring an action, including a summary or
           expedited proceeding, to compel arbitration of any controversy or
           claim to which this Contract applies in any court having jurisdiction
           over such action.

     12.2  The arbitration shall be conducted in Los Angeles, California. All
           arbitration bearings 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
           heating for up to additional sixty (60) days.

13.  Notices.

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

           Online System Services, Inc.
           1800 Glenarm Place, 8th Floor
           Denver, Colorado 80202
           Attention:  Steve Mans, President

           Rockwell Federal Credit Union
           7800 E. Imperial Highway
           Downey, California 90241
           Attention:  President

EXECUTED in multiple originals on the dates shown below.


By: ___________________________     By:___________________________

Name:__________________________     Name:_________________________
          (please print)                     (please print)

Title:_________________________     Title:________________________

Date:__________________________     Date:_________________________