EXHIBIT 10.4


                                SERVICE AGREEMENT




         THIS AGREEMENT made as of the 1st day of January 2002, by and between
Heritage Bank ("Heritage"), a Montana banking corporation, and Central Financial
Services, Inc. ("CFS"), a Florida corporation.

                                   WITNESSETH:

         WHEREAS, CFS desires to sell and Heritage desires to purchase certain
services more particularly described herein to be utilized by Heritage in the
management and operations of its business as a commercial banking organization.

         NOW, THEREFORE, in consideration of the foregoing premises, and further
in consideration of the mutual promises herein contained, the parties hereto
hereby agree as follows:

         1. Services. Heritage, on its own behalf, agrees to purchase and CFS
agrees to sell the following advisory and consulting services.

                  A. Advise Heritage's management on income tax planning and
         provide assistance in the preparation of federal and state income tax
         returns.

                  B. Coordinate directors' examinations and/or audits under the
         direction of Heritage and Heritage's Board of Directors.

                  C. Advice with respect to the development of operating
         policies and marketing and advertising advice.

                  D. Conduct periodic audits of the Heritages' loan portfolios
         in order to advise bank management in its process of determining
         adequacy of Reserve for Loan Losses, compliance with existing
         regulations and adequacy of loan file documentation.

                  E. Under the direction of bank management, provide a review
         and analysis of specific new loans or problem loans and make
         recommendations as to how bank management should proceed.

                  F. Under the direction of bank management, provide periodic
         reviews of internal controls and operations and prepare related reports
         on findings to bank management.

                  G. Loan policy advice, which includes advising bank officials
         in the development of proposed loan policies and proposed amendments
         thereto, providing





         information and advice on consumer compliance provisions, and advice
         with respect to coordinating participation loan agreements with bank
         officials.

                  H. Personnel consulting, which includes advice on fringe
         benefit programs, salary recommendations, and executive recruiting
         under the direction of bank management.

                  I. Accounting and reporting advice, which includes development
         of proposed budgets and financial statement formats and review and
         analysis of monthly statements, budgets and expense clarification.

                  J. Regulatory relations and planning advice, which includes
         updates of regulatory changes, advice in dealings with regulatory
         agencies and advice with respect to evaluations of potential expansion
         or change in bank facilities and services.

                  K. Advise and consult with bank management on asset and
         liability management, including rate sensitivity, net interest margin,
         liquidity and capital adequacy.

                  L. Insurance advisory services, which includes coordination
         and central purchasing of all bank-related insurance needs under the
         direction of Heritage management.

                  M. Such other advisory or consulting services as Heritage may
         request.

                  N. Any regulatory filings deemed necessary.

                  O. Provide accounting, loan maintenance, or any other
         administrative duties required.

         2. Basic Fees: Payment. Heritage hereby agrees to pay CFS for the above
services as follows:

                  A. Professional employee services will be billed on a direct
         hourly rate. The direct hourly rate is based upon a comparable market
         rate for similar services; and

                  B. Any directly incurred "out-of-pocket" expenses incurred by
         CFS for providing such services.

                  C. Management of the investment portfolio will be billed as a
         component of the fee expressed as a number of basis points (BP), on a
         sliding scale, as it relates to the size of the investment portfolio.
         The portfolio will be charged at 7 BP.


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         3. Cancellation. The service agreement will be in effect for one year.
Thereafter, it may be canceled by either CFS or Heritage as of the end of any
fiscal year hereof upon sixty (60) days prior written notice thereof if no
agreement as to the basic annual fee is reached as required by Section 2 hereof.
Until so canceled, the service agreement will remain in full force and effect.

         IN WITNESS WHEREOF, CFS and Heritage have executed and delivered this
Service Agreement as of the day and year first above written.

HERITAGE BANK                       CENTRAL FINANCIAL SERVICES, INC.



By:  /s/ Kevin P. Clark             By:  /s/ Kurt R. Weise
     ------------------                  -----------------
Its: President & CEO                Its: President



WITNESS:


By: /s/ Steve L. Feurt
    -------------------


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