Sample Business Contracts

Software License and Services Agreement - Edify Corp. and Atlanta Internet Bank

Services Forms

More Services Agreements

EDIFY SOFTWARE LICENSE AND SERVICES AGREEMENT

This Software License and Services Agreement (this "Agreement") is
entered into and made effective as of September 26, 1997 (the "Effective Date"),
by and between Edify Corporation, with corporate offices at 2840 San Tomas
Expressway, Santa Clara, CA 95051 ("Edify") and Atlanta Internet Bank, with
corporate offices at 7000 Peachtree-Dunwoody Road, Building 10, Suite 300
Atlanta, GA 30328 ("Customer").

1. DEFINITIONS.

1.1 "Intellectual Property Rights" means patent rights (including
patent applications and disclosures), copyrights, trade secrets, know-how and
any other intellectual property rights recognized in any country or jurisdiction
in the world.

1.2 "Order Schedule" means the document by which Customer orders
Products licenses and Services. Customer may acquire either Products licenses or
Services separately.

1.3 "Products" means Edify's software development tools and application
products ("Application Products") in object code form and related documentation
specified in an Order Schedule issued pursuant to this Agreement, including any
error corrections and updates thereto provided by Edify to Customer under this
Agreement.

1.4 "Services" means the maintenance and support services, consulting
services, installation services, and/or training services specified in an Order
Schedule issued pursuant to this Agreement.

2. LICENSE.

2.1 Grant of License. Subject to the terms and conditions of this
Agreement, Edify grants to Customer, and to Customer's agents, independent
contractors and government officials solely for the benefit of Customer, a
nonexclusive, nontransferable, perpetual license to use each of the Products
specified in an accepted Order Schedule on a single CPU, only for Customer's
internal use, and with respect to Customer's customers Edify grants the right to
access the on-line banking services provided by Customer using the Products.

2.2 License Restrictions. Customer has no right to transfer, sublicense
or otherwise distribute the Products to any third party. Customer may not: (a)
modify, disassemble, decompile or reverse engineer the object code of the
Products nor permit any third party to do so; (b) copy the Products, except for
a reasonable number of backup copies; or (c) use the Products in any manner to
provide service bureau, timesharing or other computer services to third parties.
Edify acknowledges that Customer will be using the Products to provide on-line
banking services to third parties and that such use is not a violation of
2.2(c).

<PAGE>

2.3 Third-Party License Restrictions. If Customer purchases a Product
license for Edify's Visa ADMS Application Product (the "Visa Module"), then
Customer may use the Visa Module solely for the purpose of obtaining electronic
banking and financial services from Visa Interactive, Inc. through the
communication access services and systems that Visa Interactive, Inc. operates.

2.4 Development Kit Restrictions. If Customer purchases a Product
license for any Edify development kit ("Development Kit"), then Customer may use
the Development Kit for application development only and Customer expressly
agrees not to use the Development Kit or any component thereof in a production
application. In addition, Customer's use of the Development Kit is limited to a
maximum of three (3) Edify Software Agent Products.

2.5 Limited Rights. Customer's rights in the Products will be limited
to those expressly granted in this Section 2. Edify reserves all rights and
licenses in and to the Products not expressly granted to Customer under this
Agreement.

3. OWNERSHIP.

Edify and its licensors presently own and will continue to own
all worldwide right, title, and interest in and to the Products and all
worldwide Intellectual Property Rights therein, whether or not the Products are
incorporated in or combined with any other product. Customer will not delete or
in any manner alter the copyright, trademark, and other proprietary rights
notices of Edify and its licensors appearing on the Products as delivered to
Customer. Customer will reproduce such notices on all copies it makes of the
Products.

4. SERVICES.

4.1 Maintenance and Support Services. Edify will perform the
maintenance and support services specified in an accepted Order Schedule in
accordance with Edify's standard Software Maintenance Program, which Edify
publishes from time to time. Edify may modify its Software Maintenance Program
upon written notice to Customer, provided, however, that in no event may Edify
make any modifications to its Software Maintenance Program that would materially
reduce the level of maintenance and support services that Edify provides to
Customer hereunder during the then current term for which Customer has paid
maintenance and support fees. Edify will be obligated to provide maintenance and
support services only for Products installed at the Customer sites designated in
an accepted Order Schedule. Edify acknowledges that Customer will install the
Products at Bisys in Houston, Texas, as more specifically identified in the
Order Schedule, to be used solely for the benefit of Customer, with remote
access by Customer from its site in Atlanta, Georgia. The Product known as
Electronic Workforce will be available on Windows NT before the end of 1997, and
will be provided, free of charge, to Customer as an upgrade to the applicable
Products licensed, provided that Customer has a current maintenance agreement
for such Products, notwithstanding any terms to the contrary in the Software
Maintenance Program. In the event of Customer enters disaster mode, Edify agrees
to use the most expedient efforts possible to provide Edify resources (including
contractors) on site to assist Customer, at Customer's expense.

4.2 Term of Maintenance and Support Services. Edify will provide
maintenance and support services for each Product specified in an accepted Order
Schedule for an initial period of fifteen (15) months from the date of receipt
by Customer of such Product and for additional twelve (12) month periods
thereafter, provided that Customer pays Edify's then-current annual maintenance
and support service fees in accordance with the terms of Section 6.1. Either
party may elect to terminate maintenance and support services for a Product by
notifying the other in writing at least ninety (90) days prior to the expiration
of such initial fifteen (15) month period or of any twelve (12) month renewal
period thereafter. Customer may elect to renew maintenance and support services
with respect to some, but not all, of the

-2-
<PAGE>

Products or Customer sites. Reinstatement of lapsed maintenance and support
services is subject to payment by Customer of Edify's reinstatement fees in
effect on the date Customer re-orders maintenance and support services. For
obsoleted Products, Edify will provide maintenance and support in accordance
with its then current Product Obsolescense Plan.

4.3 Exclusions to Maintenance and Support Services. Edify shall have no
obligation of any kind to provide maintenance and support services for problems
in the operation or performance of the Products caused by any of the following
(each, "Customer-Generated Error"): (a) non-Edify software or hardware products;
(b) Customer's failure to properly maintain Customer's site and equipment on
which the Products are installed; or (c) alterations to Customer's site or
equipment made by Customer or a third party after Edify's completion of
installation services pursuant to Section 4.4. Notwithstanding the foregoing
sentence, Edify will use commercially reasonable efforts, at Edify's
then-current time and materials rate, to assist Customer in trouble-shooting
problems in the operation or performance of the Products caused by the
situations described in 4.3(a), (b) and (c). If Edify determines that it is
necessary to perform maintenance and support services for a problem caused by a
Customer-Generated Error, Edify will notify Customer thereof as soon as Edify is
aware of such Customer-Generated Error and Edify will have the right to invoice
Customer at Edify's then-current published time and materials rates for all such
maintenance and support services performed by Edify.

4.4 Installation Services. Edify will perform the installation services
specified in an accepted Order Schedule to install the Products on Customer's
equipment at Customer's site. Customer will be solely responsible for completing
all tasks that are required to prepare Customer's site and equipment for the
performance of such services by Edify, including without limitation all items
identified on Edify's Site Preparation Checklist, the terms of which are
incorporated into this Agreement by reference.

4.5 Other Services. Edify will perform for Customer the consulting
services and training services specified in an accepted Order Schedule in
accordance with the terms and conditions of this Agreement. In the event that
Customer needs to replace the Products with similar products from third parties
or has to replace the software Customer uses in connection or combination with
the Products, Edify agrees to provide, itself or through certified partners of
Edify, commercially reasonable assistance, subject to advance scheduling and
available resources, to assist Customer in migrating to the new software.
Customer will pay Edify Edify's or its certified partner's (as applicable) then
current time and material rates for such assistance.

4.6 Customer Security Procedures. Edify personnel who perform Services
at Customer's site will comply with Customer's reasonable security procedures,
provided that Customer furnishes Edify with such procedures in writing prior to
the date any Edify personnel begin performing such Services.

4.7 Source Code Escrow. For a one-time fee of five hundred dollars
($500), Customer may participate as a Licensee of Record under the Software
Deposit Agreement dated September 22, 1993 by and between Edify Corporation and
Brambles NSD, Inc. ("Escrow Agreement"). In the event the Product source code is
released pursuant to the Escrow Agreement, Edify hereby grants Customer the
right and license to use the source code solely for internal support and
maintenance purposes of existing Products. Notwithstanding anything to the
contrary in this Agreement, Customer agrees that the Product source code for the
Products is Confidential Information of Edify and shall be protected perpetually
until and unless one or more of the confidentiality exclusions occurs.

5. ORDERING AND DELIVERY.

5.1 Ordering. Customer may submit Order Schedules to Edify for the
purchase of Products licenses and Services. Each such Order Schedule must
reference this Agreement and must be signed by Customer. No Order Schedule will
be deemed accepted by Edify unless and until Edify accepts such

-3-
<PAGE>

Order Schedule in writing. Any terms and conditions of any Order Schedule that
are inconsistent with or in addition to the terms and conditions of this
Agreement will be deemed stricken from such Order Schedule, even if Edify
accepts any such Order Schedule.

5.2 Delivery. All Products will be shipped FOB Edify's site. Shipping
and handling charges will be invoiced with shipment.

6. PAYMENT.

6.1 License and Services Fees. Except for the payment of training
services fees pursuant to Sections 6.2, Customer will pay Edify the total fees
and expenses for all Products and Services specified in an accepted Order
Schedule within thirty (30) days after the date of Edify's invoice for such fees
and expenses.

6.2 Training Fees. Customer will pay Edify the training services fees
specified in an accepted Order Schedule when Customer enrolls in such training
services, but in no event later than two (2) weeks prior to the scheduled date
for such training services. Edify's then-current cancellation policy will apply
to any cancellation by Customer of such training services.

6.3 Travel and Incidental Expenses. Customer will Reimburse Edify for
any reasonable out-of-pocket expenses Incurred by Edify in connection with
performing any Services at Customer's site.

6.4 Payment Terms and Taxes. Customer will pay all amounts due under
this Agreement in U.S. currency. All past due amounts will incur interest at a
rate equal to the lower of 1.5% per month or the highest rate permitted by law,
beginning as of ten (10) days after the applicable due date. Customer will be
responsible for, and will promptly pay, all taxes of any kind (including but not
limited to sales and use taxes) associated with this Agreement or Customer's
receipt or use of the Products and Services, except for taxes based on Edify's
net income.

7. WARRANTY.

7.1 Limited Product Warranty. Edify warrants that for a period of
ninety (90) days after the shipment date: (a) the medium on which each copy of
the Products is furnished will be free from defects in materials and workmanship
under normal use; and (b) the Products will function substantially in accordance
with the published documentation. As Customer's sole and exclusive remedy and
Edify's entire liability for any breach of the foregoing warranty, Edify will,
at its sole option and expense, promptly repair or replace any medium or
Products which fail to meet this limited warranty or, if Edify is unable to
repair or replace the medium or the Products, refund to Customer the applicable
license fees paid upon return of the nonconforming item to Edify.

7.2 Viruses and Year 2000. Edify warrants that to the actual knowledge
of Edify, the Products delivered to Customer under this Agreement are free of
viruses and other computer code that would materially interfere with Customer's
use of the Products. Edify represents that the Products delivered to Customer
under this Agreement are Year 2000 compliant. "Year 2000" compliant means that
the Products will be capable of recording, maintaining and processing accurate
dates for all dates including and following January 1, 2000, provided that all
other products used by Customer in connection or combination with the Products,
including without limitation hardware, software and firmware, properly exchange
date data with the Products.

7.3 Intellectual Property Warranty. Edify represents and wan-ants that
(i) the Products do not infringe any third party U.S. patent, copyright, or
trade secret, (ii) there are no pending claims against the Products, and (iii)
except as disclosed in Edify's 10K and 10Q filings with the Securities and

-4-
<PAGE>

Exchange Commission, there are no threatened claims against the Products.
Customer's sole and exclusive remedy and Edify's sole and exclusive liability
for breach of this Section 7.3 is the infringement indemnity provided by Edify
under and pursuant to Section 8.

7.4 Title Warranty. Edify represents and warrants that it the right to
grant the rights granted herein, it has the full corporate power and authority
to grant the rights granted herein, and that the Products delivered hereunder
are free from any liens or encumbrances. To the extent a breach of the warranty
in this Section 7.4 pertains to intellectual property rights, then Customer's
sole and exclusive remedy and Edify's sole and exclusive liability for breach of
this Section 7.3 with respect to intellectual property is the infringement
indemnity provided by Edify under and pursuant to Section 8.

7.5 Disclaimer of Warranties. THE LIMITED WARRANTIES SET FORTH IN THIS
SECTION 7 ARE IN LIEU OF, AND EDIFY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS,
IMPLJED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNICATION.

8.1 Infringement Indemnity. Edify will defend any action brought
against Customer to the extent that it is based upon a claim that the Products,
as provided by Edify to Customer under this Agreement and used within the scope
of this Agreement, infringe any U.S. patent, copyright or trade secret, and will
pay any costs, damages and reasonable attorneys' fees attributable to such claim
that are awarded against Customer, provided that Customer: (a) promptly notifies
Edify in writing of the claim; (b) grants Edify sole control of the defense and
settlement of the claim; and (c) provides Edify with all assistance, information
and authority required for the defense and settlement of the claim.

8.2 Injunctions. If Customer's use of any of the Products hereunder is,
or in Edify's opinion is likely to be, enjoined due to the type of infringement
specified in Section 8.1 above, Edify may, at its sole option and expense: (a)
procure for Customer the right to continue using such Products under the terms
of this Agreement; (b) replace or modify such Products so that they are
non-infringing and substantially equivalent in function to the enjoined
Products; or (c) if options (a) and (b) above cannot be accomplished despite
Edify's reasonable efforts, then Edify may terminate Customer's rights and
Edify's obligations hereunder with respect to such Products and refund to
Customer the unamortized portion of the license fees paid hereunder, based upon
a straight-line seven (7) year depreciation commencing as of the date of receipt
by Customer of such Products.

8.3 Exclusions. Notwithstanding the terms of Section 8.1, Edify will
have no liability for any infringement claim of any kind to the extent it
results from: (a) modification of the Products made other than by Edify; (b)
failure of Customer to use updated or modified Products provided by Edify to
avoid infringement; or (c) compliance by Edify with designs, plans or
specifications furnished by or on behalf of Customer.

8.4 Sole Remedy. THE PROVISIONS OF THIS SECTION 8 SET FORTH EDIFY'S
SOLE AND EXCLUSIVE OBLLGATIONS, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, WITH
RESPECT TO INFRINGEMENT OF INTELL-ECTUAL PROPERTY RIGHTS OF ANY KIND.

9. CONFIDENTIALITY.

9.1 Definition. "Confidential Information" means: (a) the Products; and
(b) any business or technical information of Edify or Customer, including but
not limited to any information relating to Edify's or Customer's product plans,
designs, costs, product prices and names, finances, marketing plans, business
opportunities, personnel, research, development or know-how that is designated
by the

-5-
<PAGE>

disclosing party as "confidential" or "proprietary" and, if orally disclosed,
reduced to writing by the disclosing party within thirty (30) days of such
disclosure.

9.2 Exclusions. Confidential Information does not include information
that: (a) is or becomes generally known to the public through no fault or breach
of this Agreement by the receiving party; (b) is known to the receiving party at
the time of disclosure without an obligation of confidentiality; (c) is
independently developed by the receiving party without use of the disclosing
party's Confidential Information; (d) the receiving party rightfully obtains
from a third party without restriction on use or disclosure; or (e) is disclosed
with the prior written approval of the disclosing party.

9.3 Use and Disclosure Restrictions. During the term of this Agreement,
and for a period of five (5) years after any termination of this Agreement, each
party will not use the other party's Confidential Information except as
permitted herein, and will not disclose such Confidential Information to any
third party except to employees and consultants as is reasonably required in
connection with the exercise of its rights and obligations under this Agreement
(and only subject to binding use and disclosure restrictions at least as
protective as those set forth herein executed in writing by such employees and
consultants). However, each party may disclose Confidential Information of the
other party: (a) pursuant to the order or requirement of a court, administrative
agency, or other governmental body, provided that the disclosing party gives
reasonable notice to the other party to contest such order or requirement; and
(b) on a confidential basis to legal or financial advisors.

10. LIMITATION OF LIABILITY.

10.1 Total Liability. EDIFY'S CUMULATIVE LIABILITY TO CUSTOMER, FROM
ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL
NOT EXCEED THE AMOUNTS PAID TO EDIFY BY CUSTOMER FOR THE PRODUCTS AND SERVICES
PURSUANT TO THIS AGREEMENT.

10.2 Exclusion of Damages. IN NO EVENT WILL EDIFY BE LIABLE TO CUSTOMER
FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS
OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE USE OR PERFORMANCE OF THE PRODUCTS OR SERVICES, WHETHER SUCH
LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT EDIFY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

10.3 Basis of Bargain. The parties expressly acknowledge and agree that
Edify has set its prices and entered into this Agreement in reliance upon the
limitations of liability specified herein, which allocate the risk between Edify
and Customer.

11. TERMINATION.

11.1 Term. This Agreement will begin on the Effective Date and will
remain in effect thereafter unless terminated earlier in accordance with the
terms of this Agreement. The term of each Product license granted by Edify
hereunder will begin upon the date of receipt by Customer of the Product
specified in an accepted Order Schedule and will remain in effect thereafter
until Customer discontinues use of such Product, unless terminated earlier by
either party in accordance with the terms of this Agreement.

-6-
<PAGE>

11.2 Termination for Breach. Each party will have the right to
terminate this Agreement or any Product license granted hereunder if the other
party breaches any material term of this Agreement and fails to cure such breach
within thirty (30) days after written notice thereof.

11.3 Bankruptcy. Customer may, but is not obligated to terminate this
Agreement if: (a) Edify becomes the subject of any voluntary petition in
bankruptcy or any voluntary proceeding relating to insolvency, receivership,
liquidation, or composition for the benefit of creditors; or (b) Edify becomes
the subject of an involuntary petition in bankruptcy or any involuntary
proceeding relating to insolvency, receivership, liquidation, or composition for
the benefit of creditors, if such petition or proceeding is not dismissed within
sixty (60) days of filing.

11.4 Effect of Termination. Upon any termination of this Agreement or
of any individual Product license granted hereunder, Customer will promptly
return to Edify or, at Edify's request, destroy, the applicable Products and all
copies and portions thereof, in all forms and types of media, and provide Edify
with an officer's written certification, certifying to Customer's compliance
with the foregoing.

11.5 Nonexclusive Remedy. Termination of this Agreement by either party
will be a nonexclusive remedy for breach and will be without prejudice to any
other right or remedy of such party.

11.6 Survival. The rights and obligations of the parties contained in
Sections 3, 6, 8, 9, 10, 11.4, and 11.5 will survive the termination of this
Agreement or of any individual Product license.

12. GENERAL.

12.1 Assignment. Customer will have no right to assign this Agreement,
in whole or in part, without Edify's prior written consent. Any attempt to
assign this Agreement, without such consent, will be null and void.
Notwithstanding the foregoing, Customer may assign this Agreement, without
Edify's consent, to any entity that controls, is controlled by, or is under
common control with, Customer; provided that the assignee agrees in writing to
be bound by the terms and conditions of this Agreement and the assignee is not a
competitor of Edify. For purposes of the preceding sentence, "control" means
having the ability to elect a majority of the board of directors or a similar
governing body.

12.2 Governing Law and Jurisdiction. This Agreement will be governed by
and construed in accordance with the laws of the State of California applicable
to agreements entered into, and to be performed entirely, within California
between California residents. Any legal action or proceeding arising under this
Agreement will be brought in the federal or state courts of the Northern
District of California and the parties hereby consent to the personal
jurisdiction and venue therein.

12.3 Severability. If for any reason a court of competent jurisdiction
finds any provision of this Agreement invalid or unenforceable, that provision
of the Agreement will be enforced to the maximum extent permissible and the
other provisions of this Agreement will remain in full force and effect.

12.4 Waiver. The failure by either party to enforce any provision of
this Agreement will not constitute a waiver of future enforcement of that or any
other provision.

12.5 Notices. All notices required or permitted under this Agreement
will be in writing and delivered by confirmed facsimile transmission, by courier
or overnight delivery service, or by certified mail, and in each instance will
be deemed given upon receipt. All communications will be sent to the addresses
set forth above or to such other address as may be specified by either party to
the other in accordance with this Section. Either party may change its address
for notices under this Agreement by giving written notice to the other party by
the means specified in this Section.

-7-
<PAGE>

12.6 Force Majeure. Neither party will be responsible for any failure
or delay in its performance under this Agreement due to causes beyond its
reasonable control, including but not limited to, labor disputes, strikes,
lockouts, shortages of or inability to obtain labor, energy, raw materials or
supplies, war, riot, act of God or governmental action.

12.7 Relationship of Parties. The parties to this Agreement are
independent contractors and this Agreement will not establish any relationship
of partnership, joint venture, employment, franchise, or agency between the
parties. Neither party will have the power to bind the other or incur
obligations on the other's behalf without the other's prior written consent.

12.8 Non-Solicitation. During the term of this Agreement and for a
period of one (1) year after the Effective Date, neither party will recruit or
hire any employee of the other party who has performed under or in connection
with this Agreement, without the other party's prior written consent.

12.9 Entire Agreement. This Agreement, including all schedules,
exhibits and attachments attached hereto, contains the complete understanding
and agreement of the parties and supersedes all prior or contemporaneous
agreements or understandings, oral or written, relating to the subject matter
herein. Any waiver, modification or amendment of any provision of this Agreement
will be effective only if in writing and signed by duly authorized
representatives of the parties.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the Effective Date by their duly authorized representatives.

CUSTOMER EDIFY CORPORATION
ATLANTA INTERNET BANK

By: /s/ Donald S. Shapleigh, Jr. By: /s/ Terrance A. Shough
---------------------------------- ---------------------------
Name: Donald S. Shapleigh, Jr. Name: Terrance A. Shough
Title: President Title: Vice President of Sales

<PAGE>

EDIFY

Purchase Order Form

This Purchase Order Form is made part of the Master Purchase Agreement between
Edify Corporation and Atlanta Internet Bank dated September 26, 1997. All Terms
and Conditions of the agreement apply to this purchase order.

---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Product List Discounts % Customer
Software Products No Qty. Price (if applicable) Price
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------

EDS 371000 1
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Web Services 323250 1
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Interaction Editor 371030 1
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Dynamic Link Library 324020 1
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Bill Payment Module 371101 1
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Electronic Workforce Supervisor 141042 1
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Software Agents 302000 12
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Remote System Monitor 302011 1
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Host Access 324000 1
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Multi Database Access 324010 1
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------

---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Back up System
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Application Products
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------

---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Total Software Fees
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Product List Customer
Training & Installation Services No. Qty. Price Discount % Price
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Installation 34000A 2
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------

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

---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Total Training & Installation Fees
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Product List Customer
Maintenance No. Qty. Price Discount % Price
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Standard 81000A 1
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------

---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
Total Maintenance Fees
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------

---------------------------------------- ------------- ---------- ----------------- ------------------ --------------
TOTAL PURCHASE PRICE:
---------------------------------------- ------------- ---------- ----------------- ------------------ --------------

The above Agreement is approved and is authorized to be shipped and/or invoiced
to the "Customer" upon execution by customer below. All fees above exclude
travel expenses which will be billed under the below referenced P.O.
No., unless noted on this form.

Approved by Atlanta Internet Bank
-----------
Signature: By: /s/ Donald S. Shapleigh, Jr. Billing Address: 7000 Peachtree Dunwoody Road
----------------------------- Building 10 Suite 300
Name: Donald S. Shapleigh, Jr. Atlanta, GA 30328
Title: President
Date:
-------------------------------------------- ----------------------------
Customer Purchase Order No.:
----------------------
(if no P.O. # is provided - invoices will be Ship-To: Tom Cable, Chief Technology Officer
reference the above signature Atlanta Internet Bank

7000 Peachtree Dunwoody Road
Building 10 Suite 300
Atlanta, GA 30328