YD

SYSTEMS, INC, INC.

DATA PROCESSING AGREEMENT

This DATA PROCESSING AGREEMENT is made and entered into as of the 1st day of August 2008 by and between Big Bank and Systems, Inc. In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. DATA PROCESSING SERVICES.

------------------------ Systems Inc. agrees to render to Big Bank the data processing services described on Exhibit "A" (the "Services") for the term of this Agreement, and Big Bank agrees to purchase the Services. This Agreement describes the general nature of the Services and the terms under which the Systems Inc. is to provide or make the Services available to the Big Bank. In the event of any conflict between the language of this Agreement and any brochures, verbal representations, or other materials describing the Services, the language of this Agreement shall control.

2. CONVERSION OF BIG BANK'S INFORMATION. ----------------------------------------------

a. Within a reasonable time following execution of this Agreement, Systems Inc. will undertake the programming required to convert Big Bank's information files into a format compatible with Systems Inc.’s systems.. Big Bank agrees to cooperate with Systems Inc. in this endeavor and to provide all information and assistance required for Systems Inc. to successfully convert Big Bank's information files to a form compatible with Systems Inc.'s systems and equipment so that Systems Inc. can provide the Services. Among other things, Big Bank shall deliver conversion input information, in its entirety, in a mutually acceptable medium, within one week of request of the information.

b. Systems Inc. shall determine, in accordance with its normal acceptance procedures, when Big Bank's information files have been successfully converted and when the Services to be provided by Systems Inc. to Big Bank are operational and available for Big Bank's use. Big Bank agrees to review and check the information converted by Systems Inc. within ten (10) days after notice to Big Bank of Systems Inc.'s completion of conversion. Systems Inc. reserves the right to postpone conversion of Big Bank's information files if Big Bank is late in delivering its conversion input information or if any other circumstances arise that might jeopardize the successful completion of Big Bank's information conversion or the processing of the Big Bank's following day's transactions for any other customers of Systems Inc.

c. In the event the conversion process is stopped, cancelled, or suspended by Big Bank, Big Bank agrees to pay Systems Inc. all labor costs, expenses, and charges incurred by Systems Inc. in preparing to perform under this Agreement. Systems Inc. shall submit to Big Bank an itemized statement of all such charges and Big Bank agrees to pay said statement prior to the return to Big Bank of any conversion input information or data provided to Systems Inc. and, in any event, within thirty (30) days after receipt.

d. Systems Inc. shall provide to Big Bank training for a maximum of five (5) working days so that Big Bank may fully utilize the Services provided by Systems Inc. at the time of conversion of Big Bank's information.

3. INPUT AND OUTPUT DATA. Big Bank shall be responsible for providing to Systems Inc. all input data and other information necessary for Systems Inc. to perform the Services and to prepare those reports described on attached Exhibit "C" (the "Reports"). The input data shall be transmitted by Big Bank to Systems Inc. in a format acceptable to Systems Inc. via an approved telecommunication method and system. Big Bank is solely responsible for the accuracy and delivery of all information to be provided to Systems Inc. for processing. Systems Inc. agrees to provide Big Bank with Reports at such times as are described on Exhibit "C", provided, however, that in any event Systems Inc. shall have a reasonable amount of time after receipt of the input data from Big Bank to process such data. All Reports shall be delivered by Systems Inc. to Big Bank by telecommunications to a remote printer designated by Big Bank. The design and format of any Reports or forms to be prepared by Systems Inc. must be approved by Systems Inc. Before making changes to data conversion fields, Systems Inc. must obtain the approval of Glenda Givealot, Brian Banker, Paris Changemaker, and Phil Profit. 4. TERM. This Agreement shall begin on the date hereof and shall remain in effect for a period

of three (3) years (the "Term") following the first full calendar month in which any Services commonly known as processing services are provided by Systems Inc. to Big Bank, as evidenced by the billing records of Systems Inc.. This Agreement shall automatically renew for the same Term unless written notice of termination is delivered by either party to the other at least one hundred eighty (180) days prior to the original expiration date or subsequent renewal expiration dates of the Agreement.

5. ASSISTANCE FROM BIG BANK. In addition to the input data to be delivered by Big Bank pursuant to paragraph 3 above, Computer Center's performance of the Services may, from time to time, require data, documents, descriptions or acts to be furnished by, or to be qualified or processed in part by, the Big Bank or its personnel. Computer Center agrees to give prompt notice of such requirements to Participating Bank, and Big Bank agrees to furnish such data, documents, descriptions or acts and to make such personnel, records and facilities available within such time or times after its receipt of such notice and in such manner as shall be reasonably necessary to enable the Systems Inc.

to perform the Services. 6. COMMUNICATIONS. Big Bank shall bear all risk of loss or damage

to items, records, other input data, or Reports and other output data during communication or delivery of such data between the Participating Bank's office and the Systems Inc.. Big Bank shall be responsible for and shall pay all charges related to communications between Big Bank and Systems Inc.

7. EQUIPMENT. ---------

a. Big Bank agrees that it is responsible for all communications between Big Bank and Systems Inc.. When communicating with, or transferring data to, or receiving data from, Systems Inc., Big Bank shall, at its own cost and expense, use and maintain only such terminals, modems and other hardware, firmware and software (hereinafter collectively referred to as the "Equipment") as may be compatible with the systems and communications networks of Systems Inc.. The Big Bank's Equipment must be completely compatible with the systems and communications networks of Systems Inc. and, if requested by Systems Inc., Big Bank shall be responsible for providing sufficient information about the Equipment to Systems Inc. and for performing adequate tests to demonstrate that the Equipment is in good working order and completely compatible with the systems and communications networks of Systems Inc.. In the event Computer Center believes it is in its and its clients' best interest to upgrade Systems Inc.'s systems to more efficient and capable equipment or to keep Systems Inc. competitive, Big Bank agrees to acquire any Equipment necessary to keep Participating Bank and Systems Inc. fully compatible.

b. Unless otherwise agreed by the parties, Systems Inc. shall schedule and arrange for the communications services, including communications equipment installation, with the communication provider. Big Bank shall be responsible for paying all charges imposed by the provider of the communications equipment, such as the telephone company, for the Equipment installation, as well as for any charges for additional connections or changes to locations or future services. Systems Inc. shall not be responsible for the reliability or continued availability of the telephone lines, communications facilities, or electrical power used by Big Bank in utilizing the Services provided by Systems Inc. hereunder. Systems Inc. will cooperate with communications vendors as appropriate so that communications between Big Bank and Systems Inc. facilities function properly.

8. LIMITATION OF LIABILITY. -----------------------

a. Systems Inc. shall not be responsible for any failure in providing

the Services, any delays in processing, or any failure or delay in the delivery of any Reports that may be caused, in whole or in part, by strikes, lockouts, riots, epidemics, governmental actions or regulations, natural disaster, fire, inclement weather, acts of God, computer breakdown or failure, communications failure, interruptions in telephone or electrical service, courier's failure to timely deliver, or any other causes beyond its reasonable control. In the event such delays exist without interruption for a period of more than thirty (30) days, Big Bank or Systems Inc. may elect to terminate this Agreement without breach. Big Bank is under no duty to make any payments to Systems Inc. for any period exceeding five (5) consecutive business days in which the Services are not performed by Systems Inc. as a result of a natural disaster or other phenomenon mentioned above.

b. Systems Inc.'s obligation to Big Bank hereunder in performing the Services is to exercise the same degree of care and diligence used in processing information and compiling reports for its own use. Systems Inc.'s sole responsibility to Big Bank or any third party for any claims, notwithstanding the form of such claims (e.g., contract, negligence or otherwise), arising out of errors or omissions in the Services or Reports provided or to be provided hereunder and caused by Systems Inc. (provided that Big Bank shall have promptly notified Systems Inc. of any such errors or omissions), shall be to furnish at Systems Inc.'s costs the correct Services or Report and/or to correct the applicable Big Bank files.

c. Systems Inc. will make every reasonable effort to be available to provide services during office hours of the Eastern Time Zone. Accordingly, Systems Inc.'s liability to Big Bank or any third party for claims, notwithstanding the form of such claims (e.g., contract, negligence or otherwise) arising out of the unavailability or inaccessibility of Systems Inc.'s system, or the interruption in or delay of Services provided or to be provided by Systems Inc. hereunder, shall be to use reasonable efforts to resume the Services as promptly as practicable, provided, however, that Systems Inc. shall not be responsible for communication failures caused, in whole or in part, by the incompatibility or failure of Big Bank's Equipment or by third party telecommunication or electric lines or equipment.

d. Systems Inc. shall not be liable to Big Bank for errors resulting from defects in, or malfunctions of, the mechanical or electronic equipment used by Big Bank or Systems Inc. in performing the duties and obligations contemplated in and covered by this Agreement.

e. Systems Inc. shall not be liable for damages arising under this Agreement, regardless of the claim, unless such damages result from gross negligence or willful misconduct on the part of Computer

Center's officers or employees, in which case Systems Inc.'s liability will be limited to actual damages directly resulting from such gross negligence or willful misconduct. In any event, any damages for which Systems Inc. may be liable shall be limited to the service charges received by Systems Inc. from Participating Bank for Services during the twelve (12) months prior to the alleged damage. If Big Bank desires to obtain insurance protection against any such losses, or to cover fidelity losses through an endorsement to its own blanket bond coverage, Systems Inc. agrees to cooperate with Big Bank in obtaining such insurance. In the event Big Bank recovers insurance proceeds pursuant to such insurance, such proceeds shall constitute a set off against actual damages claimed by Big Bank that directly result from gross negligence or willful misconduct of Systems Inc.. It is understood that all costs and expenses of such insurance shall be paid by Big Bank. Systems Inc. agrees to maintain, with coverage amounts determined by Systems Inc., fidelity bond coverage with respect to any dishonest acts which may be committed by Computer Center personnel, and insurance in policy amounts and types determined by Systems Inc., with respect to hazards, including losses by Systems Inc. from fire, disaster, and other events which may interrupt normal service.

f. IN NO EVENT WILL SYSTEMS INC. BE RESPONSIBLE FOR SPECIAL, RELIANCE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY ACT OR OMISSION BY SYSTEMS INC. IN CONNECTION WITH THIS AGREEMENT, EVEN IF SYSTEMS INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES ARISE IN AN ACTION AT LAW OR IN EQUITY, FOR BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, BREACH OF UCC PROVISIONS, NEGLIGENCE OR INTENTIONAL TORT. FURTHERMORE, SYSTEMS INC. SHALL NOT BE LIABLE FOR PARTICIPATING BANK'S LOST PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR FOR EXEMPLARY DAMAGES. THE PROVISIONS HEREOF ARE IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, FITNESS OR OTHERWISE.

21. TERMINATION BY BIG BANK. The parties further agree and acknowledge that there may be certain circumstances in which Participating Bank desires to discontinue Systems Inc.'s provision of one or more of the Services prior to the expiration date of this Agreement. In such event, Systems Inc. will suffer substantial loss or injury that is difficult or impossible to accurately estimate. Accordingly, in an effort to liquidate in advance the sum that should represent the loss or damages which would be actually sustained by Systems Inc. as a result of such early termination by Big Bank of any Services provided hereunder, the parties have agreed on the amount specified below as a reasonable pre- estimate of Systems Inc.'s probable loss. If Big Bank desires to discontinue any Services hereunder, Big Bank shall give Systems Inc. one hundred eighty (180) days advance written notice and shall pay Systems Inc. an amount equal to 75% of the "estimated

remaining service fees" with respect to the Services being discontinued or the monthly "minimum charge", whichever is greater, for the remainder of the Term beginning on the effective date of termination. The "estimated remaining service fees" for the Services being discontinued shall be calculated by multiplying the average monthly service fees billed for the Services being discontinued for the six (6) months immediately preceding notice of early termination by the number of months remaining under the Term of this Agreement. The "minimum charge" will be determined by Exhibit "B" of this Agreement. This amount is due per the provisions of paragraph 15(b).

22. TERMINATION BY SYSTEMS INC.

------------------------------ In the event that Systems Inc. desires to cancel this Agreement or discontinue Services

hereunder, it shall give Big Bank one hundred eighty (180) days advance written notice and this Agreement or any Service hereunder shall be cancelled in full.

23. ENTIRE AGREEMENT. This instrument, along with the appendices and schedules

incorporated herein by reference, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof. Representations and agreements not expressly contained or incorporated by reference herein shall not be binding upon either party as warranties or otherwise. Modifications of this Agreement must be in writing and signed by duly authorized representative of the parties.

25. APPLICABLE LAW. -------------- Agreement is made and entered into in Norcross, Georgia, and shall be governed by the laws of the State of Georgia. SYSTEMS INC.: BIG BANK: SYSTEMS, INC, INC. CLIENT'S NAME

By:____________________________ By:_______________________________ (Signature) (Signature)

Name:__________________________ Name:_____________________________ (Please Print or Type) (Please Print or Type)

Title:_________________________ Title:____________________________ Date:__________________________ Date:_____________________________